STOCK PURCHASE AGREEMENT

Stock Purchase Agreement

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The Tech Group, Inc. | Steven K. Uhlmann | Haldun Tashman | West Pharmaceutical Services, Inc

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Title: STOCK PURCHASE AGREEMENT
Governing Law: Pennsylvania Date: 5/10/2005
Industry: Fabricated Plastic and Rubber Law Firm: Snell & Wilmer L.L.P, Steven K. Uhlmann, Snell & Wilmer L.L.P Sector: Basic Materials

STOCK PURCHASE AGREEMENT, Parties: the tech group inc. , steven k. uhlmann , haldun tashman , west pharmaceutical services inc

Exhibit (10)(b)

Stock and Asset Purchase Agreement

by and among

The Tech Group, Inc.

and

Steven K. Uhlmann

and

Haldun Tashman

and

West Pharmaceutical Services, Inc.

Dated as of April 28, 2005

TABLE OF CONTENTS

		Page


ARTICLE 1	DEFINITIONS AND USAGE	1
1.1	Definitions	1
1.2	Interpretation	1
ARTICLE 2	SALE AND PURCHASE OF SUBSIDIARY SHARES AND SELLER ASSETS	2
2.1	Sale of Subsidiary Shares	2
2.2	Sale of Seller Assets	3
2.3	Excluded Seller Assets	4
2.4	Liabilities	5
2.5	Purchase Price; Escrow	7
2.6	Net Working Capital Adjustment	8
2.7	Closing	10
2.8	Seller Closing Deliveries	10
2.9	Buyer Closing Deliveries	12
2.10	Other Seller and Buyer Closing Deliveries	13
2.11	2005 EBITDA Adjustment	13
2.12	2006 Nektar EBITDA Adjustment	15
2.13	Buyer Cooperation With Seller Review of EBITDA Determinations	21
2.14	Fiscal Year Changes	21
2.15	Post Closing Conduct of the Business	21
2.16	Alternative to Independent Accountants Determination	22
2.17	Pay-Off of Indebtedness	22
2.18	Credit for Continuing Capital Lease Obligations; Post-Closing Calculation of Indebtedness and Continuing Capital Leases	22
ARTICLE 3	REPRESENTATIONS AND WARRANTIES OF SELLER	24
3.1	Organization and Good Standing	24
3.2	Enforceability; Authority	25
3.3	Notices and Consents	26
3.4	Capitalization and Shareholders	26
3.5	Financial Statements	27
3.6	Sufficiency of Seller Assets	27

TABLE OF CONTENTS
(continued)

		Page

3.7	Books and Records	27
3.8	Title to Assets; Encumbrances	28
3.9	Condition of Equipment	28
3.10	Accounts Receivable	28
3.11	Accounts Payable	29
3.12	Inventories	29
3.13	Real Property	29
3.14	Seller/Subsidiary Contracts	30
3.15	Seller/Subsidiary Contract Disclosure	32
3.16	Material Customers and Suppliers	33
3.17	Seller/Subsidiary IP	33
3.18	Taxes	35
3.19	Environmental Matters	37
3.20	Compliance with Applicable Laws; Permits	38
3.21	Proceedings; Orders	39
3.22	No Undisclosed Liabilities	39
3.23	No Material Adverse Effect	39
3.24	Absence of Certain Events and Circumstances	39
3.25	Insurance	41
3.26	Employees	42
3.27	Labor Disputes; Compliance	42
3.28	Employee Plans	43
3.29	Brokers or Finders	47
3.30	Related Party Transactions	47
3.31	Bank Accounts	47
ARTICLE 4	REPRESENTATIONS AND WARRANTIES OF SHAREHOLDERS	47
4.1	Enforceability; Authority	47
4.2	Notices and Consents	48
4.3	Brokers or Finders	48
ARTICLE 5	REPRESENTATIONS AND WARRANTIES OF BUYER	48

TABLE OF CONTENTS
(continued)

		Page

5.1	Organization and Good Standing	48
5.2	Enforceability; Authority	48
5.3	Notices and Consents	49
5.4	Certain Proceedings	49
5.5	Brokers or Finders	49
ARTICLE 6	COVENANTS OF THE PARTIES	49
6.1	Regulatory Filings	49
6.2	Conduct of Business	50
6.3	Pre-Closing Obligations of Buyer	53
6.4	Access and Investigation	53
6.5	Employees and Consultants	53
6.6	Continuation of Employee Plans	54
6.7	Further Assurances	55
6.8	Public Announcements	55
6.9	Change of Seller’s Name	56
6.10	Tech Mold Option	56
6.11	No Solicitations	56
6.12	Covenant Not to Compete	57
6.13	Confidentiality	58
6.14	Non-Solicitation of Employees	58
6.15	Intercompany Accounts	59
6.16	Replacement of Letters of Credit	59
6.17	Bulk Sales	59
6.18	Post-Closing Access to Records	59
6.19	Seller Retention of Tech Group Asia Management Support Services Agreement	59
ARTICLE 7	TAX MATTERS	59
7.1	Straddle Period Tax Allocation	59
7.2	Purchase Price Allocation	60
7.3	Tax Returns For Periods Ending On or Before Closing Date	61

iii

TABLE OF CONTENTS
(continued)

		Page

7.4	Tax Claims	62
7.5	Cooperation on Tax Matters	63
7.6	Post-Closing Adjustments for Subsidiary Tax Liabilities or Refunds	64
ARTICLE 8	CONDITIONS PRECEDENT TO SELLER’S OBLIGATION TO CLOSE	64
8.1	Accuracy of Representations	64
8.2	Buyer’s Performance	64
8.3	No Intervening Applicable Law, Order or Proceeding	64
8.4	Replacement Letters of Credit	65
ARTICLE 9	CONDITIONS PRECEDENT TO BUYER’S OBLIGATION TO CLOSE	65
9.1	Accuracy of Representations	65
9.2	Performance of Covenants	65
9.3	No Intervening Applicable Law, Order or Proceeding	65
9.4	Material Buyer Consents	65
9.5	No Material Adverse Environmental Conditions	65
9.6	No Material Adverse Change	66
9.7	Seller Ownership of Tech Group Europe	66
9.8	Encumbrances	66
9.9	Termination of Inter-Company Agreements	66
9.10	Termination of CSG Letter Agreement	66
9.11	Amendment to Tech Group Ireland Limited Shareholders’ Agreement	66
ARTICLE 10	INDEMNIFICATION; REMEDIES	67
10.1	Survival	67
10.2	Indemnification by Seller	67
10.3	Indemnification by Buyer	68
10.4	Limitations on Seller’s Indemnity Obligations	69
10.5	Limitations on Buyer’s Indemnity Obligations	69
10.6	Time Limitations	70
10.7	Procedure for Third-Party Claims	70
10.8	Other Claims	72

TABLE OF CONTENTS
(continued)

10.9	Effect of Materiality	72
10.10	Adjustment to Purchase Price	72
10.11	Exclusive Remedy	73
10.12	Claims Against Indemnity Escrow Amount First	73
10.13	Limitations on Environmental Condition Indemnification	73
ARTICLE 11	TERMINATION	74
11.1	Termination	74
11.2	Effect of Termination	75
11.3	Termination Fee	75
ARTICLE 12	GENERAL PROVISIONS	76
12.1	Expenses; Transfer Taxes	76
12.2	Notices	76
12.3	Dispute Resolution	78
12.4	Waiver; Remedies Cumulative	79
12.5	Entire Agreement and Modification	79
12.6	Assignments; Successors; No Third-Party Rights	79
12.7	Severability	80
12.8	Dates and Times	80
12.9	Governing Law	80
12.10	Execution of Agreement	80

APPENDICES AND EXHIBITS

Appendix A	Definitions
Exhibit A	EBITDA Test Escrow Agreement
Exhibit B	Indemnity Escrow Agreement
Exhibit C	Bill of Sale
Exhibit D	IP Assignments
Exhibit E	Assignment and Assumption Agreement
Exhibit F	Uhlmann Consulting Agreement
Exhibit G	Tashman Consulting Agreement
Exhibit H	AlphaAdvisors Consulting Agreement

STOCK AND ASSET PURCHASE AGREEMENT

THIS STOCK AND ASSET PURCHASE AGREEMENT (this “ Agreement ”) is dated as of April 28, 2005 by and among The Tech Group, Inc., an Arizona corporation (“ Seller ”), West Pharmaceutical Services, Inc., a Pennsylvania corporation (“ Buyer ”), Steven K. Uhlmann, an individual residing in the State of Arizona (“ Uhlmann ”), and Haldun Tashman, an individual residing in the State of Arizona (“ Tashman ”). Uhlmann and Tashman are sometimes referred to in this Agreement collectively as the “ Shareholders ” and each individually as a “ Shareholder ”. Seller, Buyer and Shareholders are sometimes referred to in this Agreement collectively as the “ Parties ” and each individually as a “ Party ”.

RECITALS

A. Seller and the Subsidiaries are in the business of providing contract design, tooling and manufacturing services and solutions using injection molding and component assembly processes for the medical device, pharmaceutical, diagnostic and general healthcare and consumer industries (the “ Business ”).

B. Seller wishes to sell, assign and transfer to Buyer, and Buyer wishes to purchase and acquire from Seller, as a going concern, the Business and substantially all of the assets of Seller used in the conduct of the Business, including the outstanding stock of, or other equity interests in, Seller’s wholly-owned subsidiaries that carry on Business operations and other entities in which Seller owns an equity interest, other than Tech Group Asia and TSC Holdings, and Buyer is further prepared to assume certain specified liabilities of Seller related to the Business, for the consideration and upon the other terms and conditions set forth in this Agreement.

NOW THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows:

ARTICLE 1
DEFINITIONS AND USAGE

1.1 Definitions . For purposes of this Agreement, except as otherwise expressly provided herein or unless the context otherwise requires, initially capitalized terms used in this Agreement have the meanings set forth in Appendix A attached hereto.

1.2 Interpretation . In this Agreement, unless a clear contrary intention appears:

	(a) the singular number includes the plural number and vice versa, and reference to any gender includes the other gender and the neuter, as applicable;

	(b) reference to any Person includes such Person’s successors and assigns, to the extent that such successors and assigns are not prohibited by this Agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity or individually;

	(c) reference to any agreement, document or instrument means such agreement, document or instrument as amended or modified and in effect from time to time in accordance with the terms thereof;

	(d) reference to any Applicable Law means such Applicable Law as amended, modified, codified, replaced or reenacted, in whole or in part, and in effect on the date hereof (or at such other applicable time as may be referenced herein or as the context referenced herein may imply), including rules and regulations promulgated thereunder, and reference to any section or other provision of any Applicable Law means that provision of such Applicable Law in effect on the date hereof (or at such other applicable time as may be referenced herein or as the context referenced herein may imply);

	(e) “hereunder,” “hereof,” “hereto,” and words of similar import shall be deemed references to this Agreement as a whole and not to any particular Article, Section or other provision hereof or any Appendix, Exhibit or Schedule attached hereto;

	(f) “including” (and with correlative meaning “include” and “includes”) means including, without limiting the generality of any description preceding such term, and shall be deemed to be followed by the words “without limitation”;

	(g) Article and Section headings are provided for convenience of reference only and shall not affect the construction or interpretation of any provision hereof;

	(h) any references to “Article”, “Section”, “Appendix”, “Schedule” or “Exhibit” followed by a number or letter or combination of the two refers to the corresponding Article, Section, Appendix, Schedule or Exhibit of or to this Agreement;

	(i) “or” is used in the inclusive sense of “and/or”;

	(j) all accounting terms shall be interpreted and all accounting determinations hereunder shall be made in accordance with GAAP;

	(k) references to documents, instruments or agreements shall be deemed to refer as well to all addenda, exhibits, schedules, amendments or supplements thereto; and

	(l) the term “Seller” means Seller only, and does not include any Subsidiary or any other Person in which Seller owns an equity interest.

ARTICLE 2
SALE AND PURCHASE OF SUBSIDIARY SHARES AND SELLER ASSETS

2.1 Sale of Subsidiary Shares . Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, but effective as of the Effective Time, Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any Encumbrance, other than Permitted Encumbrances, all right, title and interest in and to the issued and outstanding shares of the Subsidiaries, as such shares are more fully described in Section 3.4(a) (collectively, the “ Subsidiary Shares ”).

2.2 Sale of Seller Assets . Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, but effective as of the Effective Time, Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any Encumbrance, other than Permitted Encumbrances, all right, title and interest in and to the properties and assets owned by Seller wherever such properties and assets are located and whether real, personal or mixed, tangible or intangible, and whether or not such assets have any value for accounting purposes or are carried, reflected on or specifically referred to in the books or financials statements of the Seller, in each case other than the Excluded Seller Assets (collectively, the “ Seller Assets ”), i ncluding the following:

	(a) all cash and cash equivalents, and all credits, deposits, prepaid expenses, claims for refunds, investments, securities (other than the Subsidiary Shares, which are covered under Section 2.1 ), rights to offset and other similar financial assets of Seller, but excluding the actual bank or other accounts in which any of the foregoing are held;

	(b) all Accounts Receivable of Seller;

	(c) all Equipment owned by Seller, including the Equipment described on Schedule 2.2(c) under the heading “Tech Group Corporate”;

	(d) all Inventories of Seller;

	(e) subject to Section 2.3(g) , all of Seller’s rights under the Contracts to which Seller is a party or by which Seller is bound, including the Contracts listed on Schedule 2.2(e) (collectively, the “ Assigned Seller Contracts ”);

	(f) all Permits of Seller (including all pending applications therefor or renewals thereof) related to the Business or any of the Seller Assets, in each case to the extent transferable to Buyer by their terms or otherwise under Applicable Law;

	(g) all Intellectual Property of Seller, including the Intellectual Property of Seller set forth on Schedule 3.17(a) ;

	(h) the telephone numbers (land line and mobile), facsimile numbers and e-mail addresses of Seller listed on Schedule 2.2(h) , and all other intangible rights and property of Seller relating to the Business or any Seller Assets, including going concern value and goodwill;

	(i) all rights of Seller under the Employee Plans of Seller, other than Seller’s stock appreciation rights plan and any deferred compensation plans, agreements and arrangements (collectively, the “ Excluded Plans ”);

	(j) all insurance benefits, including rights and proceeds, arising from or relating to the Seller Assets, the Assumed Seller Liabilities or the Business received by or on behalf of Seller after the date hereof, unless expended on repairing or replacing Seller Assets that were damaged, lost or destroyed before the Closing;

	(k) all guarantees, warranties, warranty rights, indemnities, claims and similar rights of Seller relating to the Seller Assets or the Business, whether choate or inchoate, known or unknown, contingent or non-contingent, and all related claims, credits, rights of recovery and set off;

	(l) originals or copies of all data and records (whether in print, electronic or other format), related to the operation of the Business or the ownership or use of the Seller Assets, including client and customer lists and books and records, referral sources, research and development reports and records, production reports and records, service and warranty records, equipment logs, operating guides and manuals, financial and accounting records, creative materials, advertising materials, promotional materials, studies, reports, correspondence and other similar documents and records and, subject to Applicable Law, copies of all personnel records, but excluding the corporate records of Seller specified in Section 2.3(i) ;

	(m) all real property leaseholds and subleaseholds of Seller, together with all leasehold improvements of Seller erected thereon, and all easements, rights, privileges and other appurtenances thereto of Seller; and

	(n) all of Seller’s choses in action, causes of action and judgments relating to the Seller Assets or the operation of the Business.

2.3 Excluded Seller Assets . Notwithstanding anything to the contrary contained in Section 2.2 or elsewhere in this Agreement, the following assets of Seller (collectively, the “ Excluded Seller Assets ”) are not part of the sale and purchase contemplated hereunder, are excluded from the Seller Assets and shall remain the property of Seller after the Closing:

	(a) any and all shares of capital stock of Tech Group Asia owned by Seller;

	(b) any and all shares of capital stock of TSC Holdings owned by Seller;

	(c) any and all shares of capital stock of Tech Group U.K. owned by Seller;

	(d) any dividend or distribution owned, held, received or receivable by Seller in respect of Seller’s equity interest in Tech Group Asia, TSC Holdings or Tech Group U.K.;

	(e) any claim by Seller for refund of Taxes relating to any period ending on or before the Closing Date, and the proceeds of any such claim;

	(f) Seller’s rights under this Agreement, the Seller Closing Documents, the Buyer Closing Documents to which Seller is a party, and any ancillary document or agreement contemplated hereby or thereby to which Seller is a party or under which Seller has any right;

	(g) Seller’s rights under the Contracts listed on Schedule 2.3(g) (the “ Excluded Seller Contracts ”);

	(h) all insurance policies of Seller and the rights thereunder, except as provided in Section 2.2(j) and except with respect to any Employee Plan, other than Excluded Plans;

	(i) all assets underlying or payable or distributable under the Excluded Plans;

	(j) the Articles of Incorporation, Bylaws, minute books and other corporate records of Seller that do not relate to the Seller Assets, the Assumed Seller Liabilities or the conduct of the Business; and

	(k) the other specified property and assets listed on Schedule 2.3(k) .

2.4 Liabilities .

	(a) Assumed Seller Liabilities . At the Closing, and effective as of the Effective Time, Buyer shall assume and take exclusive responsibility for, and agree to satisfy and discharge in accordance with their respective terms, the following Liabilities of Seller that relate to the Seller Assets or the Business (such Liabilities being the “ Assumed Seller Liabilities ”):

		(i) Seller’s trade and vendor accounts payable incurred in the ordinary course of business and unpaid as of the Effective Time, each to the extent such payable is specifically reflected in the calculation of Closing Net Working Capital;

		(ii) Seller’s ongoing payment and performance obligations under the Assigned Seller Contracts arising after the Effective Time (other than with respect to any obligations or liabilities relative to breaches or defaults prior to the Effective Time);

		(iii) to the extent not assumed pursuant to Section 2.4(a)(ii) , any Liability of Seller to any of its customers under written warranty agreements or terms made or given in connection with Seller’s sale of goods or performance of services on or before the Closing Date, but excluding any Liability arising as a result of Seller’s breach of its representation and warranty in Section 3.15(e) ; and excluding any Warranty Breach (as defined in Section 2.4(b)(x) );

		(iv) for all Employees of Seller who are hired by Buyer in accordance with Section 6.5 , (A) stub period payroll obligations of Seller as of the Effective Time, to the extent that the Effective Time occurs between normal paydays of Seller (which obligations shall be taken into account in the calculation of the Net Working Capital for purposes of Section 2.6), and (B) accrued vacation benefits for such Employees as of the Effective Time, each to the extent specifically reflected in the calculation of Closing Net Working Capital;

		(v) all sponsorship, performance, administrative and payment obligations under Seller’s Employee Plans, other than the Excluded Plans, that:

		(A) arise after the Effective Date; or

		(B) arise on or before the Effective Date but solely to the extent of benefit claims payable from the assets of a trust, from an insurance policy, or from any similar funding medium the sponsorship, control or ownership of which is transferred to Buyer as part of its assumption of Seller’s Employee Plans.

	(vi) to the extent not assumed pursuant to Section 2.4(a)(ii) , the guaranty, surety, bonding, indemnification, co-borrower and other similar Liabilities of Seller set forth on Schedule 2.4(a)(vi) or specifically reflected in the calculation of Closing Net Working Capital; and

	(vii) Seller’s obligation to provide continued group health plan coverage under Section 4980B of the Code to each individual who is an “M&A qualified beneficiary” (as such term is defined in Treasury Regulations Section 54.4980B-9 Q&A-4) with respect to any Employee Plan maintained by Seller or any Subsidiary as of or prior to the Closing Date.

(b) Retained Seller Liabilities . Except with respect to the Assumed Seller Liabilities, Buyer does not hereby and shall not assume or in any way undertake to pay, perform, satisfy or discharge any Liabilities of Seller, including the Retained Seller Liabilities. The Retained Seller Liabilities shall remain the exclusive responsibility of, and shall be retained, paid, performed and discharged exclusively by, Seller in accordance with their respective terms. Notwithstanding anything to the contrary contained in Section 2.4(a) or elsewhere in this Agreement, “ Retained Seller Liabilities ” shall mean, collectively, every Liability of Seller other than the Assumed Seller Liabilities, including the following:

	(i) any Liabilities associated with the Excluded Seller Assets;

	(ii) any Liabilities of Seller for expenses or fees incident to or arising out of the negotiation, preparation, approval or authorization of this Agreement or the consummation of the Contemplated Transactions, including all attorneys and accountants fees and all brokers or finders fees or commissions payable by Seller or any Subsidiary;

	(iii) any Liabilities of Seller under or arising out of this Agreement;

	(iv) any Liabilities of Seller to indemnify its officers, directors, employees or agents;

	(v) except to the extent listed on Schedule 2.4(a)(vi) , any Liabilities of Seller, contingent or otherwise, for any Indebtedness;

	(vi) any Environmental, Health and Safety Liabilities of Seller attributable or incurred as a result of any actions or omissions of Seller or any Third Party first occurring or in existence as of, or prior to the Effective Date,

		including any Liabilities with respect to the violation by Seller or any Third Party of any Environmental Law or Occupational Safety and Health Law or the Release, handling, discharge, treatment, storage, generation or disposal by Seller or any Third Party of Hazardous Materials as of or prior to the Effective Time, including any environmental condition existing as of or prior to the Effective Time on any Seller/Subsidiary Property to the extent owned, leased or operated by Seller.

		(vii) except as expressly assumed by Buyer under Section 2.4(a) , any Liabilities to or in respect of all Employees or former Employees (including any individual on short-term or long-term disability or leave of absence) of Seller, including Liabilities under any Employee Plan with respect to all periods prior to the Effective Time;

		(viii) any Liabilities of Seller relating to the Excluded Plans;

		(ix) any Liabilities of Seller under any Contract that is not an Assigned Seller Contract;

		(x) with respect to any Assigned Seller Contract, any Liabilities of Seller to the extent such Liabilities relate to any period prior to the Effective Time, including any Liabilities for any breach or default by Seller under any Assigned Seller Contract; provided, however, that the provisions of this Section 2.4(b)(x) shall not apply to any warranty claim made by any customer of Seller under any written warranty agreement made or given in connection with Seller’s sale of goods or performance of services on or before the Closing Date, unless Seller has breached or defaulted upon its obligations under such agreement with respect to the servicing of such warranty claim before the Closing Date (a “ Warranty Breach ”);

		(xi) any and all Taxes of Seller; and

		(xii) any and all income Taxes of the Q Sub Subsidiaries attributable to any Tax period ending on or before the Closing Date and, in the case of any Tax period that includes but does not end on the Closing Date, the portion of such Tax period existing prior to and including the Closing Date (a “ Pre-Closing Tax Period ”).

2.5 Purchase Price; Escrow . In consideration for the Subsidiary Shares and the Seller Assets, in addition to Buyer’s assumption of the Assumed Seller Liabilities, Buyer shall pay to Seller the sum of $140,000,000 minus the amount, on a dollar-for-dollar basis by which Closing Net Working Capital is below zero, as determined pursuant to Section 2.6 (collectively, the “ Purchase Price ”). At the Closing, Buyer shall pay the Purchase Price, based on an estimate of the Net Working Capital, by wire transfer of immediately available funds as follows:

(a) $14,000,000 (the “ EBITDA Test Escrow Amount ”) shall be paid to the Escrow Agent by wire transfer of immediately available funds in accordance with the

	provisions of an escrow agreement substantially in the form attached hereto as Exhibit A (the “ EBITDA Test Escrow Agreement ”) to be entered into on the Closing Date by and among Seller, Buyer and the Escrow Agent;

	(b) $20,000,000 (the “ Indemnity Escrow Amount ”) shall be paid to the Escrow Agent by wire transfer of immediately available funds in accordance with the provisions of an escrow agreement substantially in the form attached hereto as Exhibit B (the “ Indemnity Escrow Agreement ”) to be entered into on the Closing Date by and among Seller, Buyer and the Escrow Agent; and

	(c) $106,000,000, less (i) the amount by which Estimated Net Working Capital as calculated pursuant to Section 2.6(a) is less than zero, (ii) the amount of the Repaid Indebtedness paid by Buyer on Seller’s behalf pursuant to Section 2.17 , and (iii) the amount of the credit to Buyer for Continuing Capital Lease obligations determined in accordance with Section 2.18(a) , shall be paid to Seller by wire transfer of immediately available funds.

	2.6 Net Working Capital Adjustment .

	(a) At least two (2) but not more than five (5) Business Days prior to the Closing Date, Seller, in good faith and in consultation with Buyer, shall prepare and deliver to Buyer (i) a pro forma consolidated balance sheet of Seller and the Subsidiaries which sets out Seller’s good faith, reasonable estimate of the consolidated assets and liabilities of Seller and the Subsidiaries as of the Effective Time (excluding the Excluded Seller Assets and the Retained Seller Liabilities), (ii) based on such balance sheet, a summary calculation of the Net Working Capital (the “ Estimated Net Working Capital ”), and (iii) a certificate from Seller to the effect that Estimated Net Working Capital was determined in good faith in accordance with the provisions of this Sec tion 2.6(a) and in accordance with GAAP consistently applied with the Financial Statements (the “ Accounting Principles ”). Promptly thereafter, and before the Closing Date, Seller and Buyer shall review such pro forma consolidated balance sheet and Estimated Net Working Capital calculation and shall use good faith, reasonable efforts to resolve any concern or disagreement raised by Buyer with respect to such documents, and Seller’s determination of the Estimated Net Working Capital shall be subject to Buyer’s acceptance (acting reasonably). If the Estimated Net Working Capital is a negative amount, such negative amount shall be deducted from the $106,000,000 payable by Buyer to Seller pursuant to Section 2.5(c) . For purposes of aiding in the understanding of this Section 2.6(a) , Schedule 2.6(a) contains a sample calculation of Seller’s and the Subsidiaries’ consolidated net working capital based on the audited balance sheet for the fiscal year ended June 26, 2004 included in the Financial Statements.

	(b) As promptly as practicable, but not later than ninety (90) days after the Closing Date, Buyer shall deliver to Seller a statement (the “ Closing Statement ”) setting forth Buyer’s determination of the Net Working Capital as of the close of business on the Closing Date (the “ Closing Net Working Capital ”). If the Closing Net Working Capital, as determined by Buyer, is a positive amount, such amount shall be final, binding and conclusive on the parties.

	(c) If the Closing Net Working Capital, as determined by Buyer, is a negative amount, Seller shall have thirty (30) days from the date of its receipt of Buyer’s statement of determination of the Closing Net Working Capital to review Buyer’s determination. Buyer shall provide Seller and its accountants reasonable access to Buyer’s books and records and the reasonable availability and cooperation of Buyer’s employees to the extent reasonably necessary for Seller’s review of Buyer’s determination of the Closing Net Working Capital. Upon completion of its review (and in any event within the required thirty (30)-day period), Seller shall submit to Buyer a letter regarding Seller’s concurrence or disagreement with the accuracy of Buyer ’s determination of the Closing Net Working Capital. Seller may dispute the existence, omission or amount of any item reflected in the Closing Net Working Capital, but only on the basis that such existing or omitted item or such amount is inconsistent with the definition of Net Working Capital contained in this Agreement and the Accounting Principles or that the calculation of the Closing Net Working Capital is mathematically incorrect. Unless Seller delivers a letter disagreeing with the calculation of the Closing Net Working Capital within such thirty (30) day period, the Closing Net Working Capital shall be final, binding and conclusive on the Parties. Following delivery of such letter of disagreement, Seller and Buyer shall promptly (and in any event within ten (10) Business Days after the delivery of such letter) cause their respective Representatives to confer with each other with a view to resolving such disagreement.

	(d) If Seller’s and Buyer’s Representatives are unable to resolve such disagreement within thirty (30) days after the date of delivery of Seller’s letter (or longer, as mutually agreed by the Parties), each of Buyer and Seller shall submit a position with respect to each item in dispute to a mutually acceptable firm of Independent Accountants for review and final determination. The determination of the Independent Accountants with respect to such disagreement and the accuracy of the Closing Net Working Capital as a result shall be completed within thirty (30) days after the appointment of the Independent Accountants and shall be final, binding and conclusive on the Parties. The Independent Accountants shall adopt the position of either Buyer or Sel ler with respect to each item in dispute based upon which position more accurately reflects the Net Working Capital as of the Closing Date in accordance with the definition thereof. The fees, costs and expenses of the Independent Accountants shall be allocated between Buyer and Seller (such allocation to be finally determined by the Independent Accountants) in such a way that Buyer shall be responsible for that portion of the fees and expenses equal to such fees and expenses multiplied by a fraction, the numerator of which is the aggregate dollar value of disputed items submitted to the Independent Accountants that are resolved against Buyer, and the denominator of which is the total dollar value of the disputed items submitted to the Independent Accountants, and the Seller shall be responsible for the remainder of such fees and expenses.

	(e) The Net Working Capital as finally determined by agreement of the Parties or by the Independent Accountants in accordance with the provisions of this Section 2.6 shall be referred to as the “ Final Closing Net Working Capital .” If the Estimated Net Working Capital is a negative amount and the Final Closing Net Working Capital exceeds the Estimated Net Working Capital (i.e., the Final Closing Net Working Capital is closer to $0.00 than the Estimated Net Working Capital), Buyer shall promptly

pay to Seller the amount of such excess by wire transfer of immediately available funds; provided, however, that such payment shall not exceed the amount by which $0.00 exceeds the amount of negative Estimated Net Working Capital. If the Estimated Net Working Capital is a negative amount and the Final Closing Net Working Capital is less than the Estimated Net Working Capital (i.e., the Estimated Net Working Capital is closer to $0.00 than the Final Closing Net Working Capital), Seller shall promptly pay to Buyer the amount by which the Final Closing Net Working Capital is less than the Estimated Net Working Capital by wire transfer of immediately available funds. Any payment made pursuant to this Section 2.6(e) shall constitute an adjustment to the Purchase Price.

2.7 Closing . The consummation by the Parties of the Contemplated Transactions (the “ Closing ”) shall take place at the offices of Snell & Wilmer L.L.P. at One Arizona Center, 400 E. Van Buren, Phoenix, Arizona 85004 commencing at 9:00 a.m. (Arizona time) on the second (2 ^nd ) Business Day following the satisfaction or waiver of all conditions of Seller and Buyer to consummate the transactions contemplated by this Agreement (other than the conditions with regard to actions such Parties will take at the Closing itself), or on such other date, at such other time or at such other location as the Parties may agree upon (such date of Closing being the “ Closing Date ”).

2.8 Seller Closing Deliveries . At the Closing, Seller shall deliver to Buyer:

	(a) a certificate of good standing (or equivalent document) of Seller and each Subsidiary (other than Tech Group Mexico, due to their being no “good standing” concept or regime in Mexico) issued by the secretary of state or equivalent Governmental Authority for the corporate domicile of Seller or such Subsidiary and for each other jurisdiction in which Seller or any Subsidiary is qualified as a foreign entity to conduct business, each of which certificates shall be dated not more than ten (10) days before the Closing Date;

	(b) a copy, certified as to accuracy and completeness by an executive officer of Seller, of the resolutions of the directors of Seller authorizing and approving Seller’s execution and delivery of this Agreement and the other agreements contemplated hereby and the consummation of the Contemplated Transactions;

	(c) a copy, certified as to accuracy and completeness by an executive officer of Seller, of the resolution of the shareholders of Seller (i) approving the consummation of the Contemplated Transactions, and (ii) authorizing an amendment to Seller’s articles of incorporation to change Seller’s name to a name that does not include the words “Tech Group”;

	(d) a copy, certified as to accuracy and completeness by an executive officer of Seller, of the articles of incorporation, certificate of incorporation, bylaws or other charter documents of Seller and each Subsidiary;

	(e) the certificates specified in Sections 8.1 and 8.2 .

	(f) all stock certificates representing the Subsidiary Shares, other than for Tech Group Mexico, together with duly executed stock powers (the “ Stock Assignments ”) for the assignment and transfer of the Subsidiary Shares, other than those of Tech Group Mexico, to Buyer;

	(g) an irrevocable power of attorney on terms reasonably satisfactory to Buyer whereby Buyer is appointed as the attorney of Seller and David Moffitt to receive notices of and to attend and vote at any meetings of Tech Group Europe, during the period while Seller, David Moffitt and their respective nominees remain as the registered holders of the Tech Group Europe shares;

	(h) with respect to Tech Group Mexico, the following documents: (i) the membership interest certificate representing the membership interest in Tech Group Mexico owned by Seller, assigned in favor of Buyer; (ii) a certification from the Secretary of Tech Group Mexico evidencing the annotation of transfer of Seller’s membership interest in Tech Group Mexico in the partners’ registry book of Tech Group Mexico; and (iii) a copy of the partners’ meeting minutes or partners’ unanimous consent resolution of Tech Group Mexico approving the transfer of Seller’s membership interest in Tech Group Mexico to Buyer;

	(i) a general bill of sale for all of the Equipment, Inventories and other tangible personal property included in the Seller Assets, substantially in the form attached hereto as Exhibit C (the “ Bill of Sale ”), duly executed by Seller;

	(j) one or more assignments (as determined by Buyer) of the Seller/Subsidiary IP, other than the Tech Group Marks, substantially in the form attached hereto as Exhibit D (the “ IP Assignments ”), duly executed by Seller;

	(k) an assignment of the Accounts Receivable, Assigned Seller Contracts, Permits (to the extent transferable to Buyer by their terms or under Applicable Law), and other intangible personal property included in the Seller Assets, substantially in the form attached hereto as Exhibit E , which assignment shall also contain Buyer’s assumption of the Assumed Seller Liabilities (the “ Assignment and Assumption Agreement ”), duly executed by Seller;

	(l) subject to the approval of applicable Third Party landlords or other beneficiaries, documents for the novation (if applicable) and assumption by Buyer of Seller’s guaranty obligations set forth on Schedule 2.4(a)(vi) in form and substance reasonably satisfactory to Seller;

	(m) resignations of each director of each Subsidiary, effective as of the Closing Date;

	(n) resignations of Steve Uhlmann and Hal Tashman as officers of each Subsidiary, and of any other officer of any Subsidiary that is requested by Buyer at least five (5) days before the Closing Date;

	(o) the Consulting Agreement in the form attached hereto as Exhibit F between Buyer and Steve Uhlmann, duly executed by Steve Uhlmann (the “ Uhlmann Consulting Agreement ”);

	(p) the Consulting Agreement in the form attached hereto as Exhibit G between Buyer and Hal Tashman, duly executed by Hal Tashman (the “ Tashman Consulting Agreement ”);

	(q) the Consulting Agreement in the form attached hereto as Exhibit H among Buyer, Seller, AlphaAdvisors, Inc. and Harold Faig, duly executed by AlphaAdvisors, Inc., Seller and Harold Faig (the “ AlphaAdvisors Consulting Agreement ”);

	(r) the EBITDA Test Escrow Agreement, duly executed by Seller;

	(s) the Indemnity Escrow Agreement, duly executed by Seller;

	(t) an update of Schedule 3.28(l) current to within five (5) days before the Closing Date;

	(u) a capital gains clearance certificate under Section 980 of the (Irish) Taxes Consolidation Act, 1997 or a certificate from the auditors of Tech Group Europe confirming that no capital gains tax clearance certificate is required in connection with the sale of stock of Tech Group Europe to Buyer;

	(v) such other documents and instruments, including separate assignments of Seller’s leasehold interests in the Leased Real Properties (to the extent included in the Seller Assets), as Buyer may reasonably request for the purposes of properly documenting and giving effect to the Contemplated Transactions to occur at the Closing.

	2.9 Buyer Closing Deliveries . At the Closing, Buyer shall deliver to Seller:

	(a) a copy, certified as to accuracy and completeness by an executive officer of Buyer, of the resolutions of the directors of Buyer authorizing and approving Buyer’s execution and delivery of this Agreement and the other agreements contemplated hereby and the consummation of the Contemplated Transactions;

	(b) the certificates specified in Sections 9.1 and 9.2 .

	(c) payment of the portion of the Purchase Price payable to Seller in pursuant to Section 2.5(c) ;

	(d) the Assignment and Assumption Agreement, duly executed by Buyer;

	(e) subject to the approval of applicable Third Party landlords or other beneficiaries, documents for the novation (if applicable) and assumption by Buyer of Seller’s guaranty obligations set forth on Schedule 2.4(a)(vi) in form and substance reasonably satisfactory to Buyer-;

	(f) the EBITDA Test Escrow Agreement, duly executed by Buyer;

	(g) the Indemnity Escrow Agreement, duly executed by Buyer;

	(h) the Uhlmann Consulting Agreement, duly executed by Buyer;

	(i) the Tashman Consulting Agreement, duly executed by Buyer;

	(j) the AlphaAdvisors Consulting Agreement, duly executed by Buyer; and

	(k) such other documents as Seller may reasonably request for the purposes of properly documenting and giving effect to the Contemplated Transactions to occur at the Closing.

2.10 Other Seller and Buyer Closing Deliveries . At the Closing, concurrently with Seller’s and Buyer’s receipt of the EBITDA Test Escrow Agreement and the Indemnity Escrow Agreement, each duly executed by the Escrow Agent:

	(a) Seller shall deliver to the Escrow Agent the EBITDA Test Escrow Agreement and the Indemnity Escrow Agreement, each duly executed by Seller; and

	(b) Buyer shall deliver to the Escrow Agent (i) the EBITDA Test Escrow Agreement and the Indemnity Escrow Agreement, each duly executed by Buyer, and (ii) payment of the portions of the Purchase Price referred to in Sections 2.5(a) and 2.5(b) .

2.11 2005 EBITDA Adjustment . If the consolidated EBITDA of the Subsidiaries for the full fiscal year ended June 25, 2005 (the “ 2005 EBITDA ”) is determined pursuant to this Section 2.11 to be at least $14,280,000, Seller shall be entitled to payment from escrow under the EBITDA Test Escrow Agreement of $7,000,000 of the EBITDA Test Escrow Amount plus all accrued interest or other income earned on such portion of the EBITDA Test Escrow Amount. The 2005 EBITDA shall be determined, and any payment to Seller or Buyer based thereon, shall be paid, as follows:

(a) No later than September 23, 2005 (i.e., ninety(90) days after the Subsidiaries’ 2005 fiscal year-end, as currently in effect) Buyer shall deliver to Seller unaudited consolidated financial statements of the Subsidiaries, including an unaudited income statement, and, based thereon, Buyer’s written summary determination of the 2005 EBITDA (the “ Buyer 2005 EBITDA Statement ”). Such financial statements and summary determination shall be prepared in accordance with GAAP in a manner consistent with the preparation of Seller’s audited financial statements for the fiscal year ended June 26, 2004 (except to the extent required by changes in GAAP or Applicable Law since June 26, 2004) and the 2005 EBITDA Accounting Principles. If the Buyer 2 005 EBITDA Statement specifies that the 2005 EBITDA is at least $14,280,000, such specification shall be final, binding and conclusive on the Parties. If the Buyer 2005 EBITDA Statement specifies that the 2005 EBITDA is less than $14,280,000, Seller shall have thirty (30) days to review the Buyer 2005 EBITDA Statement and the corresponding financial statements provided by Buyer and to notify Buyer in writing of any dispute as to the correctness of the Buyer 2005 EBITDA Statement. Any such notice

	of dispute by Seller must include the basis for such dispute, which shall be limited to only disputing that (i) the Buyer 2005 EBITDA Statement has not been calculated in accordance with the 2005 EBITDA Accounting Principles, or (ii) the Buyer 2005 EBITDA Statement includes one or more mathematical errors. Seller shall provide to Buyer Seller’s proposed determination of the 2005 EBITDA. If (x) by written notice to Buyer, Seller accepts a written determination by Buyer that the 2005 EBITDA is less than $14,280,000, or (y) Seller fails to deliver any notice of dispute in compliance with this Section 2.11(a) with respect to such a determination by Buyer within the prescribed thirty (30)-day period (which failure shall result in Seller being deemed to have irrevocably accepted and agreed with Buyer’s determination of the 2005 EBITDA), Buyer’s determination of the 2005 EBITDA shall be final, binding and conclusive on the Parties

	(b) If, within the prescribed thirty (30)-day period, Seller delivers written notice to Buyer in compliance with Section 2.11(a) of Seller’s dispute with Buyer’s determination of the 2005 EBITDA, Seller and Buyer shall promptly (and in any event within ten (10) Business Days after the delivery of such dispute notice) cause their respective Representatives to confer with each other with a view to resolving such dispute. If the Parties’ Representatives are unable to resolve such dispute within thirty (30) days after the date of delivery of Seller’s dispute notice, Seller and Buyer shall refer the dispute to a mutually acceptable firm of Independent Accountants for review and final determination of the 2005 EBITDA. In taking such action, e ach of Seller and Buyer shall, within three (3) Business Days after the referral of the dispute to the Independent Accountants, deliver to the Independent Accountants (with a copy simultaneously delivered to the other Party) such Party’s one-time determination of the 2005 EBITDA, which determination may be different from any amount previously proffered by such Party (each a “ 2005 Final Submission ”). The Independent Accountants may request of Seller or Buyer such documents and information as may be necessary or appropriate for proper determination of the 2005 EBITDA, and the Parties shall cooperate to promptly satisfy any such request. The Independent Accountants may only select either Seller’s or Buyer’s 2005 Final Submission as the correct determination, and may not make their own independent determination of the 2005 EBITDA. The determination by the Independent Accountants of the 2005 EBITDA shall be final, binding and concl usive on the Parties. The fees, costs and expenses of the Independent Accountants shall be paid by whichever of Seller or Buyer is the Party whose 2005 Final Submission is not selected by the Independent Accountants as the correct determination of the 2005 EBITDA.

	(c) Within five (5) Business Days after delivery to Seller of Buyer’s summary determination of the 2005 EBITDA which indicates that the 2005 EBITDA is at least $14,280,000, and otherwise within five (5) Business Days after final agreement of Seller and Buyer, the final determination by the Independent Accountants, or the deemed acceptance by Seller (as the case may be) of, the 2005 EBITDA:
		(i) if the 2005 EBITDA is at least $14,280,000, Seller shall be entitled under the provisions of the EBITDA Test Escrow Agreement to the release and payment to it of $7,000,000 of the EBITDA Test Escrow Amount plus all accrued

		interest or other income earned on such portion of the EBITDA Test Escrow Amount; and

		(ii) if the 2005 EBITDA is less than $14,280,000, Buyer shall be entitled under the provisions of the EBITDA Test Escrow Agreement to the release and payment to it of $7,000,000 of the EBITDA Test Escrow Amount plus all accrued interest or other income earned on such portion of the EBITDA Test Escrow Amount, and the Purchase Price shall be deemed to have been adjusted downwards by such $7,000,000 (but not by any such accrued interest or other income earned thereon).

	(d) For purposes of aiding in the understanding of this Section 2.11 , Schedule 2.11(d) contains a sample calculation of Seller’s budgeted consolidated EBITDA (excluding EBITDA of Tech Group Asia) based on Seller’s 2005 Annual Operating Plan. Subschedules 1 through 6 of Schedule 2.11(d) represent the detail budget compilation of the 2005 EBITDA. Seller and Buyer agree that the 2005 EBITDA shall be calculated and determined in accordance with GAAP consistently applied. Seller represents and warrants to Buyer that the sample calculation set forth on Schedule 2.11(d) was compiled on a basis consistent with Seller’s audited financial statements for the fiscal year ended June 26, 2004 (excluding EBITDA of Tech Group Asia). For purposes of this Agreement, the 2005 EBITDA accounting principles set forth in this Section 2.11(d) and on Schedule 2.11(d) are referred to as the “ 2005 EBITDA Accounting Principles ”.

2.12 2006 Nektar EBITDA Adjustment . If the EBITDA of Tech Group North America (or any permitted successor entity or permitted assignee of the Nektar Business which is an Affiliate of Buyer) for the full fiscal year ended June 24, 2006 generated from the Nektar Business in such fiscal year (the “ 2006 Nektar EBITDA ”) is determined to be at least $3,060,000 (the “ 2006 Nektar EBITDA Target ”), Seller shall be entitled to payment from escrow under the EBITDA Test Escrow Agreement of $7,000,000 of the EBITDA Test Escrow Amount plus all accrued interest or other income earned on such portion of the EBITDA Test Escrow Amount; provided, however, that if the 2006 Nektar EBITDA is determined to be less than the 2006 Nektar EBITDA Target, Seller shall still be entitled to payment from escrow under the EBITDA Test Escrow Agreement of $7,000,000 of the EBITDA Test Escrow Amount plus all accrued interest or other income earned on the EBITDA Test Escrow Amount if the Extended Nektar EBITDA Test Criteria referred to in Section 2.12(d) are satisfied. The 2006 Nektar EBITDA and, if applicable, the Extended Nektar EBITDA Test Criteria shall be determined, and any payment to Seller or Buyer based thereon, shall be paid, as follows:

(a) No later than September 22, 2006 (i.e., ninety(90) days after the Subsidiaries’ 2006 fiscal year-end, as currently in effect), Buyer shall deliver to Seller unaudited consolidated financial statements of the Subsidiaries, including an unaudited consolidated income statement and a segmented income statement relating solely to the Nektar Business, and, based thereon, Buyer’s written summary determination of the 2006 Nektar EBITDA (the “ Buyer 2006 Nektar EBITDA Statement ”). Such financial statements and summary determination shall be prepared in accordance with GAAP in a manner consistent with the preparation of Seller’s audited financial statements for the fiscal year ended June 24, 2004 (except to the extent required by changes in GAAP or

	Applicable Law since June 24, 2004) and the Nektar EBITDA Accounting Principles. If the Buyer 2006 Nektar EBITDA Statement specifies that the 2006 Nektar EBITDA is equal to or greater than the 2006 Nektar EBITDA Target, such specification shall be final, binding and conclusive on the Parties. If the Buyer 2006 Nektar EBITDA Statement specifies that the 2006 EBITDA is less than the 2006 Nektar EBITDA Target, Seller shall have thirty (30) days to review the Buyer 2006 Nektar EBITDA Statement and to notify Buyer in writing of any dispute as to the correctness of the Buyer 2006 Nektar EBITDA Statement. Any such notice of dispute by Seller must include the basis for such dispute, which shall be limited to only disputing that (i) the Buyer 2006 Nektar EBITDA Statement has not been calculated in accordance with the Nektar EBITDA Accounting Principles, or (ii) the Buyer 2006 Nektar EBITDA Statement incl udes one or more mathematical errors. Seller shall provide to Buyer Seller’s proposed determination of the 2006 Nektar EBITDA. If (x) by written notice to Buyer, Seller accepts a written determination by Buyer that the 2006 Nektar EBITDA is less than the 2006 Nektar EBITDA Target, or (y) Seller fails to deliver any notice of dispute in compliance with this Section 2.12(a) with respect to such a determination by Buyer within the prescribed thirty (30)-day period (which failure shall result in Seller being deemed to have irrevocably accepted and agreed with Buyer’s determination of the 2006 Nektar EBITDA), Buyer’s determination of the 2006 Nektar EBITDA shall be final, binding and conclusive on the Parties.

	(b) If, within the prescribed thirty (30)-day period, Seller delivers written notice to Buyer in compliance with Section 2.12(a) of Seller’s dispute with Buyer’s determination of the 2006 Nektar EBITDA, Seller and Buyer shall promptly (and in any event within ten (10) Business Days after the delivery of such dispute notice) cause their respective Representatives to confer with each other with a view to resolving such dispute. If the Parties’ Representatives are unable to resolve such dispute within thirty (30) days after the date of delivery of Seller’s dispute notice, Seller and Buyer shall refer the dispute to a mutually acceptable firm of Independent Accountants for review and final determination of the 2006 Nektar EBITDA. In taking su ch action, each of Seller and Buyer shall, within three (3) Business Days after the referral of the dispute to the Independent Accountants, deliver to the Independent Accountants (with a copy simultaneously delivered to the other Party) such Party’s one-time determination of the 2006 Nektar EBITDA, which determination may be different from any amount previously proffered by such Party (each a “ 2006 Final Submission ”). The Independent Accountants may request of Seller or Buyer such documents and information as may be necessary or appropriate for proper determination of the 2006 Nektar EBITDA, and the Parties shall cooperate to promptly satisfy any such request. The Independent Accountants may only select either Seller’s or Buyer’s 2006 Final Submission as the correct determination, and may not make their own independent determination of the 2006 Nektar EBITDA. The determination by the Independent Accountants of the 2006 Nektar EB ITDA shall be final, binding and conclusive on the Parties. The fees, costs and expenses of the Independent Accountants shall be paid by whichever of Seller or Buyer is the Party whose 2006 Final Submission is not selected by the Independent Accountants as the correct determination of the 2006 Nektar EBITDA.

	(c) Within five (5) Business Days after delivery to Seller of the Buyer 2006 Nektar EBITDA Statement which indicates that the 2006 Nektar EBITDA is equal to or greater than the 2006 Nektar EBITDA Target, and otherwise within five (5) Business Days after final agreement of Seller and Buyer, the final determination by the Independent Accountants, or the deemed acceptance by Seller (as the case may be) of, the 2006 Nektar EBITDA:

		(i) if the 2006 Nektar EBITDA is equal to or greater than the 2006 Nektar EBITDA Target, Seller shall be entitled under the provisions of the EBITDA Test Escrow Agreement to the release and payment to it of $7,000,000 of the EBITDA Test Escrow Amount plus all accrued interest or other income earned on the EBITDA Test Escrow Amount; and

		(ii) if the 2006 Nektar EBITDA is less than the 2006 Nektar EBITDA Target, the provisions of Sections 2.12(d) through 2.12(g) shall come into effect.

	(d) Notwithstanding the above, unless Nektar EBITDA is finally determined to be greater than the 2006 Nektar EBITDA Target, after June 24, 2006 and until December 23 , 2006 (the “ Extended Nektar EBITDA Test Termination Date ”), Buyer will calculate, on a monthly basis, the EBITDA of Tech Group North America generated from the Nektar Business for the period starting June 25, 2006 and continuing through the end of the monthly period for which the calculation is being made (with such cumulative monthly EBITDA being the “ Extended Nektar EBITDA ”). If the 2006 Nektar EBITDA plus the Extended Nektar EBITDA (as determined at the applicable time provided below) is equal to or greater than the 2006 Nektar EBITDA Target plus $255,000 for each monthly period after June 24, 2006 (such aggregate amount being the “ Extended Nektar EBITDA Target ”), Seller shall be entitled to payment from escrow under the EBITDA Test Escrow Agreement of $7,000,000 of the EBITDA Test Escrow Amount plus all accrued interest or other income earned on such portion of the EBITDA Test Escrow Amount. Buyer shall calculate the Extended Nektar EBITDA as soon as practicable (and in any event within fifteen (15) days) following the end of each monthly period ending on or before the Extended Nektar EBITDA Test Termination Date. The first such time (if any) that Buyer determines that the aggregate 2006 Nektar EBITDA and Extended Nektar EBITDA is equal to or greater than the Extended Nektar EBITDA Target, Buyer shall deliver written notice of such determination to Seller, and such determination shall be final, binding and conclusive on the Parties.

	(e) Unless Buyer has already delivered to Seller written notice that the aggregate 2006 Nektar EBITDA and Extended Nektar EBITDA is equal to or greater than the Extended Nektar EBITDA Target (as contemplated in Section 2.12(d) ), within thirty (30) days after the Extended Nektar EBITDA Test Termination Date, Buyer shall deliver to Seller a consolidated income statement and a segmented income statement relating solely to the Nektar Business, and, based thereon, Buyer’s written summary determination of the Extended Nektar EBITDA (the “ Extended Nektar EBITDA Statement ”). If the Extended Nektar EBITDA Statement specifies that the aggregate 2006 Nektar EBITDA and Extended Nektar EBITDA is equal to or greater than the Extended Nektar EBITDA Target, su ch specification shall be final, binding and

	conclusive on the Parties. If the Extended Nektar EBITDA Statement specifies that the aggregate 2006 Nektar EBITDA and Extended Nektar EBITDA is less than the Extended Nektar EBITDA Target, Buyer will also deliver to Seller a list of any amendments to the Nektar Supply Agreement and any waivers by Buyer or Tech Group North America (or any permitted successor entity or permitted assignee of the Nektar Business which is an Affiliate of Buyer) of breaches of the Nektar Supply Agreement by Nektar (or any successor or assign thereof), in either case, made after the Closing Date and prior to the Extended Nektar EBITDA Test Termination Date (the “ Nektar Disclosure Statement ”), and Seller shall have thirty (30) days to review the consolidated income statement, the segmented income statement, the Extended Nektar EBITDA Statement and the Nektar Disclosure Statement (if any) and to notify Buyer in writi ng of any dispute as to the correctness of Buyer’s determination of the Extended Nektar EBITDA. Any such notice of dispute by Seller must include the basis for such dispute, which shall be limited to only disputing that (i) Buyer’s determination of the Extended Nektar EBITDA has not been calculated in accordance with the 2006 Nektar Accounting Principles, (ii) the Extended Nektar EBITDA Statement includes one or more mathematical errors, or (iii) if Buyer made or gave, or caused or permitted Tech Group North America (or any permitted successor entity or permitted assignee of the Nektar Business which is an Affiliate of Buyer) to make or give (A) any amendment to the Nektar Supply Agreement or (B) any waiver of a breach by Nektar under the Nektar Supply Agreement after the Closing Date and prior to the Extended Nektar EBITDA Test Termination Date, then but for such amendment or waiver (as applicable), the aggregate 2006 Nektar EBITDA and Extended Nektar EBITD A would have been equal to or greater than the Extended Nektar EBITDA Target. Seller shall provide to Buyer Seller’s proposed determination of the Extended Nektar EBITDA. If (x) by written notice to Buyer, Seller accepts the determination in the Extended Nektar EBITDA Statement that the aggregate 2006 Nektar EBITDA and Extended Nektar EBITDA is less than the Extended Nektar EBITDA Target, or (y) Seller fails to deliver any notice of dispute in compliance with this Section 2.12(e) with respect to the Extended Nektar EBITDA Statement within the prescribed thirty (30)-day period (which failure shall result in Seller being deemed to have irrevocably accepted and agreed with the determination in the Extended Nektar EBITDA Statement), the determination set forth in the Extended Nektar EBITDA Statement shall be final, binding and conclusive on the Parties.

	(f) If, within the prescribed thirty (30)-day period, Seller delivers written notice to Buyer in compliance with Section 2.12(e) of Seller’s dispute with the determination of the Extended Nektar EBITDA, Seller and Buyer shall promptly (and in any event within ten (10) Business Days after the delivery of such dispute notice) cause their respective Representatives to confer with each other with a view to resolving such dispute. If the Parties’ Representatives are unable to resolve such dispute within thirty (30) days after the date of delivery of Seller’s dispute notice, Seller and Buyer shall refer the dispute to a mutually acceptable firm of Independent Accountants for review and final determination of the Extended Nektar EBITDA. In taking suc h action with respect to a claim raised by Seller described in clause (i) or (ii) of Section 2.12(e) , each of Seller and Buyer shall promptly deliver to the Independent Accountants such Party’s one-time determination of the Extended Nektar EBITDA (which determination may be different

	from any amount previously proffered by such party). The Independent Accountants may request of Seller or Buyer such documents and information as may be necessary or appropriate for proper determination of the Extended Nektar EBITDA, and the Parties shall cooperate to promptly satisfy any such request. The Independent Accountants may only select either Seller’s or Buyer’s determination of the Extended Nektar EBITDA as the correct determination, and may not make their own independent determination of the Extended Nektar EBITDA. The determination by the Independent Accountants of the Extended Nektar EBITDA shall be final, binding and conclusive on the Parties, and the fees, costs and expenses of the Independent Accountants shall be paid by whichever of Seller or Buyer is the Party whose determination of the Extended Nektar EBITDA is not selected by the Independent Accountants as the corr ect determination. In taking such action with respect to a claim raised by Seller described in clause (iii) of Section 2.12(e) , each of Seller and Buyer shall promptly deliver to the Independent Accountants such Party’s written arguments (including factual bases) in support of its position. The Independent Accountants may request of Seller or Buyer such documents and information as may be necessary or appropriate for proper determination of such dispute, and the Parties shall cooperate to promptly satisfy any such request. The Independent Accountants shall determine, based on the written arguments and factual information provided to them, whether the aggregate 2006 Nektar EBITDA and Extended Nektar EBITDA would have been equal to or greater than the Extended Nektar EBITDA Target but for the amendment(s) to the Nektar Supply Agreement and/or the waiver of breach by Nektar under the Nektar Supply Agreement after the Closing Date (as applicable) raised by Seller in its notice of dispute. If the Independent Accountants determine in favor of Seller’s position, such determination will be deemed to constitute a decision that the aggregate 2006 Nektar EBITDA and Extended Nektar EBITDA was equal to or greater than the Extended Nektar EBITDA Target.

	(g) Within five (5) Business Days after delivery to Seller of either (x) Buyer’s written notice under Section 2.12(d) that the aggregate 2006 Nektar EBITDA and Extended Nektar EBITDA is equal to or greater than the Extended Nektar EBITDA Target or (y) the Extended Nektar EBITDA Statement which indicates that the aggregate 2006 Nektar EBITDA and Extended Nektar EBITDA is equal to or greater than the Extended Nektar EBITDA Target, and otherwise within five (5) Business Days after final agreement of Seller and Buyer, the final determination by the Independent Accountants, or the deemed acceptance by Seller (as the case may be) of, the Extended Nektar EBITDA:

		(i) if the aggregate 2006 Nektar EBITDA and Extended Nektar EBITDA is (or is deemed to be) equal to or greater than the Extended Nektar EBITDA Target, Seller shall be entitled under the provisions of the EBITDA Test Escrow Agreement to the release and payment to it of $7,000,000 of the EBITDA Test Escrow Amount plus all accrued interest or other income earned on the EBITDA Test Escrow Amount; and

		(ii) if the aggregate 2006 Nektar EBITDA and Extended Nektar EBITDA is less than the Extended Nektar EBITDA Target, Buyer shall be entitled under the provisions of the EBITDA Test Escrow Agreement to the

		release and payment to it of $7,000,000 of the EBITDA Test Escrow Amount plus all accrued interest or other income earned on such portion of the EBITDA Test Escrow Amount, and the Purchase Price shall be deemed to have been adjusted downwards by such $7,000,000 (but not by any such accrued interest or other income earned thereon).

	(h) For purposes of aiding in the understanding of this Section 2.12 with respect to the calculation of the 2006 Nektar EBITDA and the Extended Nektar EBITDA, Schedule 2.12(h) contains a sample calculation of Seller’s budgeted EBITDA to be generated from the Nektar Business for the full fiscal year ended June 24, 2006 based on Seller’s 2006 Annual Operating Plan. Subschedules 1 through 5 of Schedule 2.12(h) represent the detail budget compilation of the 2006 Nektar EBITDA and, if applicable, the Extended Nektar EBITDA. Seller and Buyer agree that the 2006 Nektar EBITDA and, if applicable, the Extended Nektar EBITDA shall be calculated and determined in accordance with GAAP consistently applied. Seller represents and warrants to Bu yer that the sample calculation set forth on Schedule 2.12(h) was compiled on a basis consistent with Seller’s audited financial statements for the fiscal year ended June 26, 2004 (excluding EBITDA of Tech Group Asia). For purposes of this Agreement, the 2006 Nektar EBITDA and Extended Nektar EBITDA accounting principles set forth in this Section 2.12(h) and on Schedule 2.12(h) are referred to as the “ 2006 EBITDA Accounting Principles ”.

	(i) For purposes of Section 2.12(e) and 2.12(f) , an “amendment” to the Nektar Supply Agreement shall mean any amendment to the terms of the Nektar Supply Agreement made pursuant to Section 15.6 of the Nektar Supply Agreement; provided, however, that the following shall not constitute an amendment to the Nektar Supply Agreement: (i) changes, modifications, amendments, supplements or adjustments to the Manufacturing Requirements (as defined in the Nektar Supply Agreement) or to Exhibit B to the Nektar Supply Agreement pursuant to the terms of Section 3.3 or Exhibit B of the Nektar Supply Agreement (as such terms are in effect on the date hereof), (ii) changes, modifications, amendments, supplements or adjustments expressly contemplated, permitted or requi red by the terms of Section 3.6 or Exhibit C of the Nektar Supply Agreement (as such terms are in effect on the date hereof), (iii) changes, modifications, supplements, adjustments or amendments to pricing or costs (including pursuant to any cost improvement reductions) and any component thereof expressly contemplated, permitted or required by the terms of Exhibit A to the Nektar Supply Agreement (as such terms are in effect on the date hereof), (iv) changes, modifications, supplements, adjustments or amendments made pursuant to or based upon any decisions, determinations, actions, adjustments or resolutions of the Steering Committee that do not conflict with any express requirement of the Nektar Supply Agreement (as such requirements are in effect on the date hereof); provided, however, that any decision made by the Nektar Steering Committee pursuant to the authority granted to it under the Nektar Supply Agreement would not constitute an “amendment” for purpo ses of Sections 2.12(e) and 2.12(f) , (v) decisions made by Nektar Therapeutics pursuant to the terms of Section 2.2 of the Nektar Supply Agreement (as such terms are in effect on the date hereof), or (vi) any binding determination of an independent third party pursuant to the terms

Section 2.2 of the Nektar Supply Agreement (as such terms are in effect on the date hereof).

2.13 Buyer Cooperation With Seller Review of EBITDA Determinations . Buyer shall, and shall cause its Representatives to, cooperate reasonably with Seller in facilitating Seller’s review of Buyer’s initial determinations of the 2005 EBITDA, 2006 Nektar EBITDA and Extended Nektar EBITDA, including making available to Seller and its Representatives, to the extent reasonably requested by Seller, the books, records, work papers and personnel of Buyer and its Representatives that were used in Buyer’s initial determinations of the 2005 EBITDA, 2006 Nektar EBITDA and Extended Nektar EBITDA.

2.14 Fiscal Year Changes . For all purposes of Sections 2.11 , 2.12 and 2.15 , the fiscal year-end of each Subsidiary (including any permitted successor entity or permitted assignee of the Nektar Business which is an Affiliate of Buyer) shall be deemed to fall on the last Saturday in June of such fiscal year, notwithstanding any actual change of fiscal year of the Subsidiaries (or any of them) that may be effectuated based on the post-Closing incorporation of the Subsidiaries into Buyer’s consolidated accounting or based on any other post-Closing transaction or event that requires or results in a change of fiscal year or an interim closing of the books or other similar accounting event that would have the effect of shortening or otherwise changing the fiscal year of the Subsidiaries (o r any of them).

2.15 Post Closing Conduct of the Business . Any earnout payments pursuant to Sections 2.11 and 2.12 are contingent on the performance of the Business and there are no guaranteed minimum 2005 EBITDA, Nektar EBITDA, Extended Nektar EBITDA or other earnout payments under this Agreement. Notwithstanding anything to the contrary contained in this Agreement, Buyer will be free to operate the Business as the Buyer deems appropriate in its sole discretion and shall have no obligation to act in any manner in an attempt to maximize 2005 EBITDA, Nektar EBITDA or Extended Nektar EBITDA; provided, however, that, following the Closing Date and until the completion of the Subsidiaries’ 2006 fiscal year (as currently in effect) or, if the provisions of Sections 2.12(d) through 2.12(g) come into effect, until the earlier of (i) the delivery of written notice that the aggregate 2006 Nektar EBITDA and Extended Nektar EBITDA is equal to or greater than the Extended Nektar EBITDA Target (as contemplated in Sections 2.12(d) ) and (ii) the Extended Nektar EBITDA Test Termination Date, Buyer will not, nor will it cause or permit Tech Group North America (or any permitted successor entity or permitted assignee of the Nektar Business which is an Affiliate of Buyer) to (i) take any action, the primary purpose of which is to reduce 2005 EBITDA, 2006 Nektar EBITDA or Extended Nektar EBITDA with the intention to reduce any earnout payments due under Sections 2.11 or 2.12 , or (ii) assign or transfer the Nektar Supply Agreement (other than in connection with the merger or sale of substantially all of the assets of Buyer where the successor entity agrees in writing to assume and perform all of Buyer’s obligations under this Agreement), unless Buyer agrees to the release a nd payment to Seller at the time of such assignment and transfer of $7,000,000 of the EBITDA Test Escrow Amount plus all accrued interest or other income earned on such portion of the EBITDA Test Escrow Amount. Subject to Seller’s rights under Sections 2.11 and 2.12 and Buyer’s covenants and obligations under this Section 2.15 , neither Seller nor the Shareholders shall be entitled to, and shall not, make any claims against Buyer alleging that Buyer or any of its Affiliate’s actions or omission in the operation of the Business reduced 2005 EBITDA, 2006 Nektar EBITDA or Extended Nektar

EBITDA or otherwise reduced the earnout payments due under this Agreement from what they otherwise might have been.

2.16 Alternative to Independent Accountants Determination . If the Independent Accountants advise Seller and Buyer in writing that they are unwilling to make any of the determinations described in Section 2.11(b) , 2.12(b) or 2.12(f) or if the Independent Accountants are unable to do so within sixty (60) days after referral to them of the dispute in question, either Seller or Buyer may, by written notice to the Independent Accountants and to the other Party, terminate the Independent Accountants’ engagement with respect to such determination and require that such determination be made pursuant to the dispute resolution proceedings under Section 12.3 , whereupon Seller and Buyer shall promptly refer such determination to the dispute resolution proceedings under Section 12.3 ; provided, however, that in the event Buyer or Seller fails to cooperate reasonably and on a timely basis in providing the Independent Accountants with information either required to be provided by such Party under Section 2.11(b) , 2.12(b) or 2.12(f) or otherwise reasonably requested of such Party by the Independent Accountants to permit the Independent Accountants to render their determination, then, as to such Party, the sixty (60)-day period shall be suspended until such party has given such cooperation. Notwithstanding the foregoing, if the Independent Accountants request additional documents or information of either Seller or Buyer, and the time required for Seller or Buyer to comply with such request (acting promptly and in good faith) and for the Independent Accountants to review such additional documents or information would result in such sixty (60)-day period being exceeded, such period will be extended by the amount of time needed by the Independent Accountants ( acting promptly and in good faith) to complete its review of such documents or information.

2.17 Pay-Off of Indebtedness . It is contemplated by the Parties that, upon the Closing, all Indebtedness of Seller and any Subsidiary outstanding immediately prior to Closing (other than Seller or Subsidiary obligations under the capital leases referred to on Schedule 2.16 (the “ Continuing Capital Leases ”) which shall remain in effect following the Closing) will be fully repaid (the “ Repaid Indebtedness ”) and that such repayment will be funded with a portion of the Purchase Price. In order to facilitate such repayment, no less than three (3) Business Days prior to the Closing Date, Seller shall obtain payoff letters for all Repaid Indebtedness, which payoff letters shall indicate that such lenders have agreed to release all Liens in respect of such Repaid Indebte dness relating to the assets and properties of Seller and the Subsidiaries (as applicable) upon receipt of the amounts indicated in such payoff letters and otherwise shall be in a form reasonably acceptable to Buyer. Seller hereby instructs Buyer to make the payments referenced in such payoff letters on the Closing Date in order to discharge the Repaid Indebtedness, such payments to made from the funds otherwise payable to Seller pursuant to Section 2.5(c) .

2.18 Credit for Continuing Capital Lease Obligations; Post-Closing Calculation of Indebtedness and Continuing Capital Leases .

(a) For each Continuing Capital Lease, Buyer shall receive as a credit against the Purchase Price (including against the amount payable to Seller pursuant to Section 2.5(c) ), an amount, determined as of the Closing Date, equal to the present value of all remaining payments due and owing under such Continuing Capital Lease based on an

	assumed interest rate of two point two percent (2.2%) (the “ Capital Lease Amount ”). Such credit shall be estimated for purposes of the payment of the Purchase Price at Closing as set forth in this Section 2.18(a). At least five (5) Business Days prior to the Closing Date, Seller, in good faith and in consultation with Buyer, shall prepare and deliver to Buyer (i) a detailed estimate of the present value of all remaining payments due and owing under the Continuing Capital Leases as of the Closing Date based upon an assumed interest rate of 2.2% (the “ Estimated Capital Lease Amount ”), and (ii) a certificate from Seller to the effect that such calculation was determined in good faith in accordance with the provisions of this Section 2.18(a) and in accordance with GAAP consistently applied. Promptly thereafter, and before the Closing Date, Seller and Buyer shal l review such calculation and shall use good faith, reasonable efforts to resolve any concern or disagreement raised by Buyer with respect to such calculation, and such calculation shall be subject to Buyer’s acceptance (acting reasonably). The Estimated Capital Lease Amount (as accepted by Buyer acting reasonably) shall be deducted from the $106,000,000 payable by Buyer to Seller pursuant to Section 2.5(c) .

	(b) As promptly as practicable, but not later than sixty (60) days after the Closing Date, Buyer shall deliver to Seller a statement (the “ Verification Statement ”) setting forth Buyer’s detailed calculation of (i) the Capital Lease Amount and (ii) the total amount of Indebtedness of Seller and the Subsidiaries (other than obligations under the Continuing Capital Leases) as of the Closing Date (the combination of (i) and (ii), the “ Buyer’s Calculated Debt Amount ”) together with a certificate from Buyer to the effect that such calculation was determined in good faith in accordance with the provisions of Section 2.18(a) and this Section 2.18(b) and in accordance with GAAP consistently applied.

	(c) If the Buyer’s Calculated Debt Amount, as determined by Buyer, is less than the total amount of Repaid Indebtedness and Estimated Capital Lease Amount determined pursuant to Section 2.17 and 2.18(a) (the “ Estimated Total Indebtedness ”), such amount determined by Buyer shall be final, binding and conclusive on the Parties. If the Buyer’s Calculated Debt Amount, as determined by Buyer, is greater than the Estimated Total Indebtedness, Seller shall have thirty (30) days from the date of its receipt of Buyer’s Verification Statement to review Buyer’s calculation. Upon completion of its review (and in any event within the required thirty (30)-day period), Seller shall submit to Buyer a letter regarding Seller’s concur rence or disagreement with the accuracy of Buyer’s calculation, with any disagreement being specified with appropriate explanatory details. Seller’s disagreement may only be on the basis that Buyer’s calculation is not in accordance with the provisions of the opening paragraph of this Section 2.17 and 2.18 or is mathematically incorrect. If Seller fails to deliver a letter disagreeing with Buyer’s calculation within such thirty (30) day period, Seller shall be deemed to have accepted Buyer’s calculation, in which event Buyer’s calculation shall be final, binding and conclusive on the Parties. Following delivery of such letter of disagreement (if any), Seller and Buyer shall promptly (and in any event within ten (10) Business Days after the delivery of such letter) cause their respective Representatives to confer with each other with a view to resolving such disagreement.

	(d) If Seller’s and Buyer’s Representatives are unable to resolve such disagreement within thirty (30) days after the date of delivery of Seller’s letter of disagreement (or longer, as mutually agreed by the Parties), each of Seller and Buyer shall submit a position with respect to the matter in dispute to a mutually acceptable firm of Independent Accountants for review and final determination. The determination of the Independent Accountants with respect to such disagreement shall be completed within thirty (30) days after the appointment of the Independent Accountants and shall be final, binding and conclusive on the Parties. The Independent Accountants shall adopt the position of either Buyer or Seller based upon which position more accurately ref lects the aggregate of the Capital Lease Amount and the total amount of Indebtedness of Seller and Subsidiaries (other than obligations under the Continuing Capital Leases) as of the Closing Date (using the total present value amount of payments determined in accordance with GAAP (and using a discount rate of two point two percent (2.2%)) as the measure of the present value of the obligations under the Continuing Capital Leases as of the Closing Date). The fees, costs and expenses of the Independent Accountants shall be paid by whichever of Seller or Buyer is the Party whose position regarding the Capital Lease Amount and the total amount of Indebtedness of Seller and Subsidiaries (other than obligations under the Continuing Capital Leases) as of the Closing Date is not selected by the Independent Accountants as the correct determination.

	(e) If the total of the Capital Lease Amount and Indebtedness of Seller and the Subsidiaries (other than the Continuing Capital Leases) as of the Closing Date is finally determined (whether by agreement of the Parties, deemed acceptance by Seller (as provided in Section 2.18(b) ) or determination by the Independent Accountants) to be:

		(i) less than the Estimated Total Indebtedness, Buyer shall deliver to Seller, within five (5) Business Days after such determination is made, payment of such difference by check or wire transfer of immediately available funds, and the Purchase Price shall be deemed to be adjusted accordingly; or

		(ii) greater than the Estimated Total Indebtedness, Seller shall deliver to Buyer, within five (5) Business Days after such determination is made, payment of such difference by check or wire transfer of immediately available funds, and the Purchase Price shall be deemed to be adjusted accordingly.

ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF SELLER

In order to induce Buyer to enter into this Agreement and consummate the Contemplated Transactions, Seller hereby represents and warrants to Buyer as follows:

	3.1 Organization and Good Standing .

	(a) Seller and each Subsidiary is a corporation duly incorporated, validly existing and in good standing under the laws of its corporate domicile, with full corporate power and corporate authority to conduct the Business as presently conducted by it and to own or use the property and assets owned or used by it. Seller and each Subsidiary is

	duly qualified to do business as a foreign corporation and is in good standing under the laws of each state or other jurisdiction in which either the ownership or use of the properties owned or used by it, or the nature of the activities conducted by it, requires such qualification, except where the failure to be so qualified would not, individually or in the aggregate, have a Material Adverse Effect. The corporate domicile of Seller and each Subsidiary and the other jurisdictions in which Seller and each Subsidiary are qualified to do business as foreign corporations are as set forth on Schedule 3.1(a) . Except for (i) Tech Group North America, which holds all of the issued and outstanding stock of Tech Group Grand Rapids and a forty percent (40%) membership interest in Enovatech, LLC, an Ohio limited liability company (“ Enovatech ”), and (ii) Tech Group Europe, which holds sixtee n point two-five percent (16.25%) of the outstanding stock of Bardray Limited, an Irish corporation (“ Bardray ”) and one hundred percent (100%) of the capital stock of each of Tech Technologies and Tech Group Innovative Solutions, no Subsidiary holds any capital stock or any other membership, partnership or other equity interest in any other Person.

	(b) True and complete copies of the articles of incorporation, bylaws or other comparable charter documents of Seller and the Subsidiaries (collectively, the “ Charter Documents ”) as in effect on the date of this Agreement have been made available for inspection by Seller prior to the date of this Agreement, which copies are complete and correct and include all amendments, modifications or supplements thereto. The Charter Documents are in full force and effect and Seller and Subsidiaries are in full compliance with all of the terms and provisions of the Charter Documents.

3.2 Enforceability; Authority . The execution, delivery and performance by Seller of this Agreement, the Stock Assignments, the Bill of Sale, the Assignment and Assumption Agreement, the IP Assignments, the EBITDA Test Escrow Agreement, the Indemnity Escrow Agreement, the AlphaAdvisors Consulting Agreement, and each other agreement or instrument required to be executed and delivered by Seller pursuant hereto (collectively, the “ Seller Closing Documents ”) have been duly and validly authorized by all requisite corporate action on the part of Seller and no other proceeding or act on the part of Seller, its board of directors or stockholders is necessary to authorize the execution, delivery or performance by Seller of this Agreement or the Seller Closing Documents or the consummation of any of the transactions contemplated hereby or thereby. This Agreement has been duly executed and delivered by Seller and this Agreement constitutes and the Seller Closing Documents upon execution and delivery by Seller shall constitute, the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a Proceeding at law or in equity). Seller has all corporate power and corporate authority to execute and deliver this Agreement and the Seller Closing Documents and to perform its obligations under this Agreement and the Seller Closing Documents. Neither the execution and delivery by Se ller of this Agreement or any of the Seller Closing Documents nor the consummation or performance of any of the Contemplated Transactions does or shall, directly or indirectly (with or without notice or lapse of time):

	(a) violate any provision of the Charter Documents of Seller or any Subsidiary, or contravene any resolution adopted by the directors or shareholders of Seller or any Subsidiary;

	(b) violate any Applicable Law or Order to which Seller, any Subsidiary, the Business or any of the Seller Assets is subject or give any Governmental Authority or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Applicable Law or any Order to which Seller, any Subsidiary, the Business or any of the Seller Assets is subject;

	(c) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Authority the right to revoke, withdraw, suspend, cancel, terminate or modify, any Permit that is held by or on behalf of Seller or any Subsidiary and that relates to the Business or any of the Seller Assets;

	(d) violate any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Contract to which Seller or any Subsidiary is a party or by which Seller or any Subsidiary is bound; or

	(e) result in the imposition or creation of any Encumbrance (other than a Permitted Encumbrance) on any Asset.

3.3 Notices and Consents . Except as set forth under Part 1 of Schedule 3.3 , Seller is not required to give any notice to, or obtain any Consent from, any Person in connection with the execution and delivery of this Agreement or the consummation of the Contemplated Transactions.

3.4 Capitalization and Shareholders .

	(a) The authorized, issued and outstanding share capital or other equity of Seller and each Subsidiary and, to the Knowledge of Seller, of each of Enovatech and Bardray is set forth on Schedule 3.4(a) . Except as set forth on Schedule 3.4(a) , neither Seller nor any Subsidiary owns any capital stock or any other equity interest in any Person.

	(b) Except as set forth on Schedule 3.4(b) , Seller is the direct record and beneficial owner of all of the issued and outstanding shares of each Subsidiary, free and clear of any Encumbrance, other than (i) Tech Group Grand Rapids, of which Tech Group North America is the sole direct record and beneficial shareholder, free and clear of any Encumbrance, (ii) Tech Group Mexico, of which Tech Group North America is the record and beneficial owner of one-one hundredth percent (0.01%) of the outstanding stock of Tech Group Mexico, free and clear of any Encumbrance, and (iii) Tech Technologies and Tech Group Innovative Solutions, of which Tech Group Europe is the sole direct record and beneficial shareholder, free and clear of any Encumbrance. Tech Group North America is the record and beneficial owner of a forty percent (40%) membership interest in Enovatech, free and clear of any Encumbrance (other than the

	restrictions imposed under Enovatech’s Operating Agreement with respect to such membership interest). Tech Group Europe is the record and beneficial owner of sixteen point two-five percent (16.25%) of the outstanding stock of Bardray, free and clear of any Encumbrance. Seller has the corporate power and corporate authority to sell, transfer, assign and deliver to Buyer all of the Subsidiary Shares, and such delivery shall convey to and vest in Buyer at the Closing, directly or indirectly, all legal and beneficial right, title and interest in and to the Subsidiary Shares, free and clear of any Encumbrance, other than Permitted Encumbrances. All of the issued and outstanding shares of capital stock of the Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and have not been issued in violation of the preemptive or similar rights of any stockholder arising by operation of securities laws or the Charter Documents.

	(c) Except as set forth on Schedule 3.4(c) , (i) there is no existing option, warrant, call, right or Contract of any character to which Seller, any Subsidiary or any Shareholder is a party requiring, and there are no securities of Seller or any Subsidiary outstanding which upon conversion or exchange would require, the issuance, sale or transfer of any additional shares of capital stock or other equity securities of Seller or any Subsidiary or other securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase shares of capital stock or other equity securities of Seller or any Subsidiary, and (ii) none of Seller, any Subsidiary or any shareholder thereof is a party to any shareholder agreement, voting trust or other Contract with res pect to the voting, redemption, sale, transfer or other disposition of the capital stock of Seller or any Subsidiary.

3.5 Financial Statements . Set forth on Schedule 3.5 are true and complete copies of the audited consolidated financial statements of Seller and the Subsidiaries as of and for the periods ended June 26, 2004, June 28, 2003 and June 29, 2002, together with the reports thereon of Henry & Horne PLC, independent certified public accountants, and copies of the unaudited consolidated financial statements of Sellerand the Subsidiaries as of and for the periods ended December 25, 2004 and March 26, 2005, including in each case a balance sheet, a profit and loss statement and any applicable notes thereto (collectively, the “ Financial Statements ”). The Financial Statements have been prepared from and are in accordance in all material respects with the books and records of Seller and the Subsidiaries, fairly present in all material respects the financial condition, results of operations and cash flows of Seller and the Subsidiaries as of the respective dates of and for the periods referred to therein, all in accordance with GAAP (except, in the case of the interim, unaudited financial statements, for the absence of notes thereto and subject to normal year-end adjustments that are not material in the aggregate), reflect the consistent application of such accounting principles throughout the periods involved, except as disclosed in the notes thereto, and are correct and complete in all material respects.

3.6 Sufficiency of Seller Assets . The Seller Assets and the assets of the Subsidiaries constitute all of the assets, tangible and intangible, of any nature whatsoever, necessary to operate the Business in substantially the same manner as presently operated by Seller and the Subsidiaries.

3.7 Books and Records . The minute books, corporate books and records, stock transfer ledgers, financial records and other business records of Seller and the Subsidiaries, all of which have been made available to Buyer, are complete and correct in all material respects and have been maintained in accordance with sound business practices. Seller and the Subsidiaries maintain accurate books and records reflecting their assets and liabilities on a consolidated basis and maintain proper and adequate internal accounting controls which provide assurance that (i) transactions are executed with management’s authorization, (ii) transactions are recorded as necessary to permit preparation of the financial statements of Seller and the Subsidiaries on a consolidated basis and to maintain accountability for Sell er’s and the Subsidiaries’ assets, (iii) access to Seller’s and the Subsidiaries’ books and records is permitted only in accordance with management’s authorization, (iv) the reporting of Seller’s and the Subsidiaries’ cash and Inventories is compared with existing cash and Inventories at regular intervals, and (v) accounts, notes and other receivables and inventory are recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis.

3.8 Title to Assets; Encumbrances . Except for (i) the Encumbrances listed under Part 1 of Schedule 3.8 , all of which shall be discharged by Seller before or in connection with the Closing, and (ii) the Permitted Encumbrances (including any specified Encumbrances listed under Part 2 of Schedule 3.8 ), Seller holds, and at the Effective Time shall hold, all legal and beneficial and good, valid and marketable right, title and interest in and to the Seller Assets, and each Subsidiary holds, and at the Effective Time shall hold, all legal and beneficial and good, valid and marketable right, title and interest in and to its assets, in each case free and clear of any Encumbrance.

3.9 Condition of Equipment . Part 1 of Schedule 3.9 contains a list of all material Equipment owned or leased by Seller and included in the Seller Assets. Part 2 of Schedule 3.9 contains a list of all material Equipment owned or leased by any Subsidiary (broken down by each Subsidiary). Except as disclosed on Schedule 3.9 , (i) each item of Equipment included in the Seller Assets or owned or leased by any Subsidiary is in good repair and good operating condition, ordinary wear and tear excepted, is suitable for immediate use in the ordinary course of business, is free from apparent defects and is being operated and maintained in all material respects in accordance with prescribed operating instructions (if any) necessary to ensure the effectiveness of related warranties and/or s ervice plans, and (ii) no item of Equipment included in the Seller Assets or owned or leased by any Subsidiary is in need of repair or replacement other than as part of routine maintenance in the ordinary course of business. Except as disclosed on Schedule 3.9 , all Equipment included in the Seller Assets or owned or leased by any Subsidiary is, and immediately before the Closing shall be, in the possession of Seller or a Subsidiary.

3.10 Accounts Receivable . All Accounts Receivable that are reflected in the Financial Statements or in the accounting records of Seller or any Subsidiary as of the date hereof, other than Accounts receivable (if any) listed on Schedule 2.3(k) and other than the receivables in respect of the loans to Employees referred to on Schedule 3.24(c) , represent, and as of the Effective Time shall represent, valid obligations arising from sales actually made or services actually performed by Seller or the Subsidiaries arising from bona-fide transactions in the ordinary course of business. Such Accounts Receivable have been billed when due and are

due and collectible within ninety (90) days of billing, subject to reserves which are adequate under GAAP. Except as disclosed on Schedule 3.10 , and except for the Accounts receivable (if any) listed on Schedule 2.3(k) , to the Knowledge of Seller, there is no contest, claim, defense or right of setoff with any account debtor of an Account Receivable relating to the amount or validity of such Account Receivable (or any part thereof).

3.11 Accounts Payable . Since June 26, 2004, Seller and each Subsidiary has satisfied, paid and discharged its accounts payable and other current liabilities and obligations in a timely manner, except (i) for current accounts payable which are not yet delinquent and are properly accounted for in the Financial Statements or Seller’s or the applicable Subsidiary’s financial records, and (ii) accounts payable that are the subject of a good faithdispute. Any and all such good faith disputes that are currently unresolved and that relate to an account payable in excess of $10,000 are described on Schedule 3.11 .

3.12 Inventories . All items included in the Inventories of the Subsidiary consist of a quality and quantity usable or saleable in the ordinary course of business of the Subsidiaries, except for obsolete items and items of below-standard quality, all of which have been written off or written down to net realizable value in the Financial Statements. All of the Inventories have been valued at the lower of cost or net realizable value. Inventories now on hand that were purchased after the date of the most recent balance sheet included in the Financial Statements were purchased in the ordinary course of business of the Subsidiaries at a cost not exceeding market prices prevailing at the time of purchase. The quantities of each item of Inventories (whether raw materials, work in process or finishe d goods) are not excessive but are reasonable in the present circumstances of the Subsidiaries.

3.13 Real Property .

	(a) Schedule 3.13(a) sets forth a complete list of (i) all real property and interests in real property owned in fee by Seller or any Subsidiary (collectively, the “ Owned Real Properties ”), and (ii) all real property and interests in real property leased by Seller or any Subsidiary (collectively, the “ Leased Real Properties ” and, together with the Owned Real Properties, the “ Seller/Subsidiary Properties ”) as lessee or lessor under real property leases (each, a “ Real Property Lease ”). Seller or the applicable Subsidiary has good and marketable fee title to the Owned Real Properties, free and clear of all Encumbrances, other than Permitted Encumbrances. The Seller/Subsidiary Properties cons titute all interests in real property currently used or currently held for use by Seller and the Subsidiaries in connection with the Business which are necessary or used for the continued operation of the Business as it is currently being conducted. All of the Seller/Subsidiary Properties, including buildings, fixtures and improvements thereon, are in good operating condition and repair (ordinary wear and tear excepted).

	(b) Seller or its applicable Subsidiary has a valid and enforceable leasehold interest under each Real Property Lease, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies 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). Each Real Property Lease is in full force and effect, and neither Seller nor any Subsidiary is in default

	thereof, and no condition exists that with notice or lapse of time, or both, would constitute a default by Seller or any Subsidiary under any Real Property Lease, and, to the Knowledge of Seller, no other party to any Real Property Lease is in default thereof or has exercised any termination right with respect thereto.

	(c) There does not exist any actual or, to the Knowledge of Seller, threatened or contemplated condemnation or eminent domain Proceeding that affects or could be reasonably expected to affect any of the Seller/Subsidiary Properties or any part thereof, and neither Seller nor any Subsidiary has received any written notice of the intention of any Governmental Authority to undertake any such Proceeding with respect to any of the Seller/Subsidiary Properties, or any part thereof.

	(d) Neither Seller nor any Subsidiary has received any notice from any insurance company that has issued a policy with respect to any of the Seller/Subsidiary Properties requiring performance of any structural or other repairs or alterations to such Seller/Subsidiary Property.

	(e) Neither Seller nor any Subsidiary owns or holds, and is not obligated under or a party to, any option, right of first refusal or other contractual right to purchase, acquire, sell, assign or dispose of any real estate or any portion thereof or interest therein.

	(f) Neither Seller nor any Subsidiary has made any alteration or caused any damage to any of the Leased Real Properties (ordinary wear and tear excepted) that was not consented to by the applicable Third Party landlord and that has resulted in or could reasonably be expected to result in any claim by such landlord against Seller or any Subsidiary (or, following the Closing, against Buyer) for repair, replacement, remediation, reimbursement or other remedies available to such landlord under any Real Property Lease or under Applicable Law.

	(g) The use by Seller and the Subsidiaries of the Seller/Subsidiary Properties for the various purposes for which they are presently being used is permitted as of right under all Applicable Laws (including zoning laws).

	(h) None of Seller or any Subsidiary currently has or has had within the past twelve (12) months any ongoing dispute or disagreement with any Third Party landlord in respect of any obligation of either party under any Real Property Lease where such dispute has not been fully resolved and settled as of the date hereof.

	(i) Each Real Property Lease set forth on Schedule 3.30 contains terms and conditions equivalent to those that would have been negotiated between Persons acting on an arm’s-length basis.

3.14 Seller/Subsidiary Contracts . Schedule 3.14 contains an accurate and complete list, and Seller has delivered to Buyer accurate and complete copies, of the following outstanding Contracts (including all amendments and supplements thereto) to which Seller or any Subsidiary is a party or by which Seller or any Subsidiary is bound relating to the Seller

Assets, the assets of any Subsidiary or the Business, but excluding any Excluded Seller Contract (the “ Seller/Subsidiary Contracts ”):

	(a) each Contract for the sale of goods or performance of services by Seller or any Subsidiary having an actual or anticipated value to Seller or such Subsidiary of at least $100,000, including individual purchase orders;

	(b) each Equipment lease, lease-purchase agreement, installment sale agreement or other similar Contract pursuant to which Seller or any of the Subsidiaries is a purchaser, lessor or lessee of any property, personal or real, or holds or operates any tangible personal property owned by another Person, except for any leases of personal property under which the aggregate annual rent or lease payments do not exceed $100,000;

	(c) each maintenance or service plan, warranty or other similar Contract relating to any of the Equipment included in the Seller Assets or owned or leased by any Subsidiary having a value of at least $10,000;

	(d) each Contract with Third Party consultants or other service providers of Seller or any Subsidiary relating to the Business, other than Contracts with Seller’s investment bankers (if any) or its legal, financial and accounting advisors;

	(e) each Contract involving a sharing of profits, losses, costs or Liabilities by Seller or any Subsidiary with any Third Party, including any joint venture or joint development agreement or partnership;

	(f) each Contract containing covenants that in any way purport to restrict Seller’s or any Subsidiary’s business activity or limit the freedom of Seller or any Subsidiary to engage in any line of business or to compete with any Person;

	(g) each Contract made within the past twelve (12) months requiring or contemplating capital expenditures by Seller or any Subsidiary of at least $100,000;

	(h) each Contract that creates, gives rise to or otherwise contemplates any Encumbrance over or in respect of any of Seller’s or any Subsidiary’s assets;

	(i) each written warranty, guaranty, surety and/or other similar undertaking with respect to financial support or contractual performance extended by Seller Ror any Subsidiary on behalf of or in support of any other Person (including Seller or any Subsidiary);

	(j) each employment, severance or termination Contract with any present or former Employee;

	(k) each Contract with any labor union, employee organization or association or other representative of a group of Employees;

	(l) each Contract continuing over a period of more than six (6) months from the date thereof, not terminable by Seller or any of the Subsidiaries upon sixty (60) days’ or less notice without penalty or involving more than $100,000;

	(m) each Contract with dealers, distributors or sales representatives;

	(n) each Contract providing for the acquisition or disposition of the assets, business or a direct or indirect ownership interest in any of the assets of Seller or any of the Subsidiaries;

	(o) each Contract relating to any investment by Seller or any of the Subsidiaries in another Person (including with respect to Enovatech and Bardray), including any shareholder agreements, registration rights agreements, voting agreements or other similar agreements;

	(p) each stock option Contract, warrant and convertible security for the purchase or issuance of capital stock of any of the Subsidiaries;

	(q) each Contract restricting the transfer of capital stock of any of the Subsidiaries, obligating any of the Subsidiaries to issue or repurchase shares of its capital stock, or relating to the voting of stock or the election of directors of any of the Subsidiaries;

	(r) each inter-company Contract between the Seller and any of the Subsidiaries or between any of the Subsidiaries;

	(s) each Contract not entered into in the ordinary course of business having an actual or potential cost or value to Seller or any Subsidiary of at least $100,000; and

	(t) any Contract or written commitment to do any of the foregoing described in Sections 3.14(a) through 3.14(s) .

	3.15 Seller/Subsidiary Contract Disclosure . Except as set forth on Schedule 3.15 :

	(a) each Seller/Subsidiary Contract is in full force and effect and is valid and enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies 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) Seller or the applicable Subsidiary is in material compliance with, and not in default in any material respect of, all applicable terms and requirements of each Seller/Subsidiary Contract; provided, however, that the provisions of this Section 3.15(b) shall not apply to any warranty claim made by any customer of Seller under any written warranty agreement made or given in connection with Seller’s sale of goods or performance of services on or before the Closing Date, unless Seller or any Subsidiary has breached its obligations under such agreement with respect to the servicing of such warranty claim;

	(c) to the Knowledge of Seller, each other Person that is a party to or bound by any Seller/Subsidiary Contract is in material compliance with all applicable terms and requirements thereof; and

	(d) neither Seller nor any Subsidiary has given to or received from any other Person any written notice regarding any actual or alleged violation of any Seller/Subsidiary Contract (other than as fully settled or resolved, or any notice announcing, contemplating or threatening termination or cancellation of any Seller/Subsidiary Contract (other than a notice relating to expiration of a Seller/Subsidiary Contract in accordance with its terms).

	(e) Except as disclosed on Schedule 3.15 , there are no outstanding claims made or, to the Knowledge of Seller, threatened against Seller or any Subsidiary with respect to any breach of express or implied product warranties, or any other similar claim, regarding any product or service manufactured, created, licensed, distributed, provided or sold by Seller or any Subsidiary on or prior to the Closing Date, nor, to Seller’s Knowledge, are there any facts or circumstances that could be reasonably expected to result in such a claim or threatened claim.

	3.16 Material Customers and Suppliers .

	(a) Schedule 3.16(a) sets forth a list of the ten (10) largest customers and the ten (10) largest suppliers of Seller and the Subsidiaries, as measured by the dollar amount of purchases therefrom or thereby, during each of the fiscal years ended June 26 2004 and June 28, 2003 and year-to-date in respect of the fiscal year ending June 25, 2005, showing the approximate total sales by Seller and the Subsidiaries to each such customer and the approximate total purchases by Seller and the Subsidiaries from each such supplier, during such period.

	(b) Except as otherwise set forth on Schedule 3.16(b) , since June 26, 2004, (i) no customer or supplier listed on Schedule 3.16(a) has terminated its relationship with Seller or any of the Subsidiaries or materially reduced or changed the pricing or other terms of its business with Seller or any of the Subsidiaries and, (ii) no customer or supplier listed on Schedule 3.16(a) has notified Seller or any of the Subsidiaries that it intends to terminate or materially reduce or change the pricing or other terms of its business with Seller or any of the Subsidiaries.

	3.17 Seller/Subsidiary IP .

	(a) Schedule 3.17(a) contains a complete and accurate list of all patents (including applications therefor), trademarks (including applications therefor), trade names, service marks, trade dress, logos, registered copyrights, proprietary software, licensed software (excluding licenses of commercially available, off-the-shelf software products (e.g., Microsoft Office, Adobe Acrobat)), internet URL addresses, Trade Secrets and other proprietary designs and technology that are owned, used, or held for use by Seller or any Subsidiary, and any registration or application for registration of any of the foregoing in any jurisdiction (collectively, the “ Seller/Subsidiary IP ”), specifying as to

	each such item, as applicable, (i) the owner of the item, (ii) the jurisdictions in which the item is issued or registered or in which any application for issuance or registration has been filed, (iii) the respective issuance, registration, or application number of the item, and (iv) the date of application and issuance or registration of the item.

	(b) Except as disclosed on Schedule 3.17(b) , (i) all items of Seller/Subsidiary IP are in material compliance with formal legal requirements (including, to the extent applicable, payment of filing, examination and maintenance fees, proofs of working or use, timely post-registration filing of affidavits of use and incontestability and renewal applications), and are valid and enforceable, (ii) to the Knowledge of Seller, no item of Seller/Subsidiary IP is currently being infringed or otherwise violated or challenged or threatened in any way, (iii) neither Seller nor any Subsidiary has received notice of any claim or allegation that any of the products or services sold or Trade Secrets used by Seller or any Subsidiary, or the operation of the Business as currently conducte d, infringes or otherwise violates any Intellectual Property right of any other Person, and to the Knowledge of Seller, there is no basis for such a claim or allegation, (iv) no trademark of Seller or any Subsidiary has been or is now involved in any opposition, invalidation or cancellation Proceeding and, to Seller’s Knowledge, no such action is threatened with respect to any trademark of Seller or any Subsidiary, (v) to Seller’s Knowledge, there is no potentially interfering trademark or trademark application of any other Person in use or pending, (vi) there is no Proceeding pending, or to the Seller’s Knowledge, threatened, and no claim or demand made, or, to the Seller’s Knowledge, threatened, that challenges the legality, validity, enforceability or ownership by Seller or any Subsidiary of any item of Intellectual Property required to be disclosed on Schedule 3.17(a) , and (vii) the Seller Assets and the assets held by the Subsidiaries include a ll Intellectual Property that is reasonably necessary for the operation of the Business as currently conducted.

	(c) With respect to any Trade Secrets of Seller or any Subsidiary, the documentation relating to such Trade Secrets is current, accurate and sufficient in detail and content to identify and explain it and to allow its full and proper use without reliance on the knowledge or memory of any individual. Seller and the Subsidiaries have taken reasonable precautions to protect the secrecy, confidentiality and value of all Trade Secrets, including requiring certain key employees and/or contractors to execute proprietary information and confidentiality agreements in favor of Seller or the applicable Subsidiary. Except as disclosed on Schedule 3.17(c) , to the Knowledge of Seller, the Trade Secrets of Seller or any Subsidiary are not part of the public knowledge or lite rature and have not been used, divulged or appropriated either for the benefit of any Person (other than Seller or any Subsidiary) or to the detriment of Seller or any Subsidiary.

	(d) Schedule 3.17(d) contains a complete and accurate list of all material licenses, sublicenses, consents and other agreements (whether written or otherwise) (i) pertaining to any Seller/Subsidiary IP (other than commercially available, off-the-shelf software products (e.g., Microsoft Office, Adobe Acrobat)), and (ii) by which Seller or any Subsidiary licenses or otherwise authorizes a Third Party to use any Intellectual Property. Neither Seller nor, to the Knowledge of Seller, any other Person is in breach of

	or default under any such license or other agreement, and each such license or other agreement is now and immediately following the Closing shall be valid and in full force and effect. Except with respect to licenses of commercially available, off-the-shelf software products (e.g., Microsoft Office, Adobe Acrobat), and except as required under the Technology License Agreement dated October 31, 2003 between Seller and Gram Technology, Inc., neither Seller nor any of the Subsidiaries is required, obligated, or under any obligation whatsoever, to make any payment by way of royalties, fees or otherwise to any owner, licensor of, or other claimant to any Intellectual Property, or other Third Party, with respect to the use thereof or in connection with the conduct of the Business as currently conducted.

	(e) The information technology systems owned, licensed, leased, operated on behalf of, or otherwise held for use by the Seller and its Subsidiaries, including all computer hardware, software, firmware and telecommunications systems, perform reliably and in material conformance with the appropriate specifications or documentation for such systems. To the actual knowledge of Seller as of the date of this Agreement, after consulting with Seller’s information technology manager, the computer software and hardware used by the Seller and its Subsidiaries do not contain any viruses, “worms”, Trojan horses or other disabling or malicious code (excluding spyware) that would substantially impair the functionality of such computer software or systems.

	3.18 Taxes .

	(a) Except as set forth on Schedule 3.18(a) :

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