{"id":43304,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/asset-purchase-agreement-omnitech-consulting-group-inc-and.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"asset-purchase-agreement-omnitech-consulting-group-inc-and","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/asset-purchase-agreement-omnitech-consulting-group-inc-and.html","title":{"rendered":"Asset Purchase Agreement – Omnitech Consulting Group Inc. and Diamond Technology Partners Inc."},"content":{"rendered":" ASSET PURCHASE AGREEMENT\n \n DATED AS OF APRIL 23, 1999\n \n BY AND AMONG\n \n OMNITECH CONSULTING GROUP, INC.\n AND\n THE PERSONS IDENTIFIED HEREIN AS ITS STOCKHOLDERS\n \n AND\n \n DIAMOND TECHNOLOGY PARTNERS INCORPORATED\n \n 2\n TABLE OF CONTENTS\n\n Page\nARTICLE I DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . 1\n 1.1 General . . . . . . . . . . . . . . . . . . . . . . . . . . . 1\n 1.2 Definitions . . . . . . . . . . . . . . . . . . . . . . . . . 1\n 1.3 Interpretation. . . . . . . . . . . . . . . . . . . . . . . . 7\n\nARTICLE II SALE AND PURCHASE OF PURCHASED ASSETS . . . . . . . . . . . . 7\n 2.1 Sale and Purchase of Purchased Assets . . . . . . . . . . . . 7\n 2.2 Payment of the Purchase Price . . . . . . . . . . . . . . . . 7\n 2.3 Earn-Out Adjustment . . . . . . . . . . . . . . . . . . . . . 8\n 2.4 Earn-Out Payments . . . . . . . . . . . . . . . . . . . . . . 8\n 2.5 Net Worth Adjustment. . . . . . . . . . . . . . . . . . . . . 9\n 2.6 Net Worth Payment . . . . . . . . . . . . . . . . . . . . . . 9\n 2.7 Assumption of Liabilities . . . . . . . . . . . . . . . . . . 10\n 2.8 Sales and Transfer Taxes. . . . . . . . . . . . . . . . . . . 10\n 2.9 Allocation. . . . . . . . . . . . . . . . . . . . . . . . . . 11\n\nARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER AND STOCKHOLDERS.... 11\n 3.1 Corporate Status; Authority of Sellers; Enforceability. . . . 11\n 3.2 Accounts Receivable . . . . . . . . . . . . . . . . . . . . . 12\n 3.3 Intellectual Property . . . . . . . . . . . . . . . . . . . . 12\n 3.4 Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . 12\n 3.5 Compliance with Laws. . . . . . . . . . . . . . . . . . . . . 13\n 3.6 Litigation. . . . . . . . . . . . . . . . . . . . . . . . . . 13\n 3.7 Personnel Identification and Compensation . . . . . . . . . . 13\n 3.8 [INTENTIONALLY DELETED] . . . . . . . . . . . . . . . . . . . 13\n 3.9 Stockholders. . . . . . . . . . . . . . . . . . . . . . . . . 13\n 3.10 [INTENTIONALLY DELETED] . . . . . . . . . . . . . . . . . . . 13\n 3.11 Certain Transactions. . . . . . . . . . . . . . . . . . . . . 13\n 3.12 Employee Benefit Matters. . . . . . . . . . . . . . . . . . . 14\n 3.13 Tax Matters . . . . . . . . . . . . . . . . . . . . . . . . . 14\n 3.14 Title to Assets; Condition. . . . . . . . . . . . . . . . . . 15\n 3.15 Real Property . . . . . . . . . . . . . . . . . . . . . . . . 16\n 3.16 Consents. . . . . . . . . . . . . . . . . . . . . . . . . . . 16\n 3.17 Licenses and Permits. . . . . . . . . . . . . . . . . . . . . 16\n 3.18 Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . 16\n 3.19 Financial Statements. . . . . . . . . . . . . . . . . . . . . 16\n 3.20 Undisclosed Liabilities . . . . . . . . . . . . . . . . . . . 16\n 3.21 Conduct of Business Since Reference Balance Sheet Date. . . . 16\n 3.22 Broker's or Consultant's Fees . . . . . . . . . . . . . . . . 17\n 3.23 Banking Arrangements. . . . . . . . . . . . . . . . . . . . . 17\n 3\n 3.24 Independent Investigation. . . . . . . . . . . . . . . . . . . 17\n 3.25 Restrictions on Transfer . . . . . . . . . . . . . . . . . . . 18\n 3.26 Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . 18\n\nARTICLE IV REPRESENTATIONS AND WARRANTIES OF PURCHASER. . . . . . . . . . 18\n 4.1 Corporate Status; Due Authorization. . . . . . . . . . . . . . 18 \n 4.2 No Conflict. . . . . . . . . . . . . . . . . . . . . . . . . . 18\n 4.3 Enforceability . . . . . . . . . . . . . . . . . . . . . . . . 19\n 4.4 Consents . . . . . . . . . . . . . . . . . . . . . . . . . . . 19\n 4.5 Securities . . . . . . . . . . . . . . . . . . . . . . . . . . 19\n 4.6 Capitalization . . . . . . . . . . . . . . . . . . . . . . . . 19\n 4.7 Broker's or Consultant's Fees. . . . . . . . . . . . . . . . . 19\n 4.8 Reports and Financial Statements . . . . . . . . . . . . . . . 19 \n 4.9 Absence of Certain Changes or Events . . . . . . . . . . . . . 20\n 4.10 Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . 20\n\nARTICLE V COVENANTS. . . . . . . . . . . . . . . . . . . . . . . . . . . 20\n 5.1 Non-Transferrable Contracts. . . . . . . . . . . . . . . . . . 20\n 5.2 General Restrictions on Transfer . . . . . . . . . . . . . . . 20 \n 5.3 Name Change; D\/B\/A Names . . . . . . . . . . . . . . . . . . . 21\n 5.4 Change of Control. . . . . . . . . . . . . . . . . . . . . . . 21\n 5.5 Internal Revenue Forms . . . . . . . . . . . . . . . . . . . . 22 \n 5.6 Miscellaneous Actions. . . . . . . . . . . . . . . . . . . . . 22\n\nARTICLE VI CLOSING. . . . . . . . . . . . . . . . . . . . . . . . . . . . 23\n 6.1 Time and Place . . . . . . . . . . . . . . . . . . . . . . . . 23\n 6.2 Closing Transactions . . . . . . . . . . . . . . . . . . . . . 23\n 6.3 Deliveries by Sellers to Purchaser . . . . . . . . . . . . . . 23\n 6.4 Deliveries by Purchaser to Seller. . . . . . . . . . . . . . . 24\n\nARTICLE VII OTHER AGREEMENTS . . . . . . . . . . . . . . . . . . . . . . . 25\n 7.1 Further Assurance. . . . . . . . . . . . . . . . . . . . . . . 25\n 7.2 Confidentiality. . . . . . . . . . . . . . . . . . . . . . . . 25\n 7.3 Employment Matters . . . . . . . . . . . . . . . . . . . . . . 26\n 7.4 Employee Benefits. . . . . . . . . . . . . . . . . . . . . . . 26\n 7.5 Non-Competition Agreement. . . . . . . . . . . . . . . . . . . 26\n\nARTICLE VIII INDEMNIFICATION. . . . . . . . . . . . . . . . . . . . . . . . 27\n 8.1 Indemnification by Seller. . . . . . . . . . . . . . . . . . . 27\n 8.2 Indemnification by Purchaser . . . . . . . . . . . . . . . . . 28\n 8.3 Procedure for Indemnification. . . . . . . . . . . . . . . . . 28\n 8.4 Limitations on Indemnity . . . . . . . . . . . . . . . . . . . 28\n 8.5 Payment. . . . . . . . . . . . . . . . . . . . . . . . . . . . 29\n 8.6 Set-Off. . . . . . . . . . . . . . . . . . . . . . . . . . . . 29\n\nARTICLE IX SELLER'S REPRESENTATIVE. . . . . . . . . . . . . . . . . . . . 30\n 9.1 Appointment. . . . . . . . . . . . . . . . . . . . . . . . . . 30\n 9.2 Authorization. . . . . . . . . . . . . . . . . . . . . . . . . 30 \n 9.3 Irrevocable Appointment. . . . . . . . . . . . . . . . . . . . 31\n 9.4 Resignation. . . . . . . . . . . . . . . . . . . . . . . . . . 31\n\n\n\n\n -ii-\n 4\n 9.5 Purchaser's Reliance. . . . . . . . . . . . . . . . . . . . . 31\n 9.6 Exculpation and Indemnification . . . . . . . . . . . . . . . 31\n\nARTICLE IX MISCELLANEOUS PROVISIONS. . . . . . . . . . . . . . . . . . . 31\n 10.1 Post-Closing Deliveries . . . . . . . . . . . . . . . . . . . 31\n 10.2 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . 32 \n 10.3 Assignment. . . . . . . . . . . . . . . . . . . . . . . . . . 33\n 10.4 Benefit of the Agreement. . . . . . . . . . . . . . . . . . . 33\n 10.5 Exhibits and Schedules. . . . . . . . . . . . . . . . . . . . 33\n 10.6 Headings. . . . . . . . . . . . . . . . . . . . . . . . . . . 33\n 10.7 Entire Agreement. . . . . . . . . . . . . . . . . . . . . . . 33 \n 10.8 Modifications and Waivers . . . . . . . . . . . . . . . . . . 33\n 10.9 Counterparts. . . . . . . . . . . . . . . . . . . . . . . . . 33\n 10.10 Severability. . . . . . . . . . . . . . . . . . . . . . . . . 33 \n 10.11 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . 33 \n 10.12 Expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . 34 \n 10.13 Arbitration . . . . . . . . . . . . . . . . . . . . . . . . . 34\n\n\nEXHIBITS\n\n Exhibit A Form of Assumption Agreement\n Exhibit B Form of Bill of Sale and Assignment\n Exhibit C Form of Promissory Note\n Exhibit D Earn-Out Formula\n Exhibit E Allocation of Purchase Price\n Exhibit F Form of Withholding Certificate\n Exhibit G Form of Employment Agreement\n\n\nSCHEDULES\n\n Schedule 1.2 Retained Assets\n Schedule 2.7 Plan Liabilities\n Schedule 3.1 Corporate Status\n Schedule 3.3 Intellectual Property\n Schedule 3.4 Contracts\n Schedule 3.6 Litigation\n Schedule 3.7 Personnel Identification and Compensation\n Schedule 3.11 Certain Transactions\n Schedule 3.12 Employee Benefit Matters\n Schedule 3.14 Title to Assets\n Schedule 3.15 Leased Real Property\n Schedule 3.16 Consents\n Schedule 3.17 Licenses and Permits\n Schedule 3.18 Insurance\n\n\n\n -iii-\n 5\n Schedule 3.19 Financial Statements\n Schedule 3.20 Undisclosed Liabilities\n Schedule 3.21 Conduct of Business\n Schedule 3.22 Broker's or Consultant's Fees\n Schedule 3.23 Banking Arrangements\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n -iv-\n\n\n 6\n ASSET PURCHASE AGREEMENT\n\n THIS ASSET PURCHASE AGREEMENT is entered into as of this 23rd day of April,\n1999 by and among DIAMOND TECHNOLOGY PARTNERS INCORPORATED, a Delaware\ncorporation (together with its successors and permitted assigns, \"Purchaser\"),\nthe individuals identified on the signature page hereto as \"Stockholders\"\n(each, a \"Stockholder\", and collectively, the \"Stockholders\"), and Omnitech\nConsulting Group, Inc., an Illinois corporation (\"Seller\").\n\n\n RECITALS\n\n WHEREAS, Seller wishes to sell and transfer substantially all of its assets\nand substantially all of its liabilities to Purchaser, and Purchaser wishes to\npurchase such assets from and assume such liabilities of Seller, all as more\nfully described below;\n\n WHEREAS, Stockholders, collectively, own all of the issued and outstanding\nshares of capital stock of Seller and, as a result of the transactions\ncontemplated under this Agreement, will receive direct and indirect benefits;\nand\n\n WHEREAS, Seller is engaged in the business of providing and building custom\nmanagement, sales and marketing training programs (the \"Business\");\n\n NOW, THEREFORE, in consideration of the foregoing Recitals and the mutual\nagreements and covenants contained herein, and for other good and valuable\nconsideration, the receipt and sufficiency of which are hereby acknowledged,\nPurchaser, Stockholders and Seller hereby agree as follows:\n\n\n ARTICLE 1\n DEFINITIONS\n\n 1.1 GENERAL. Each term defined in the first paragraph of this Agreement\nand in the Recitals shall have the meaning set forth above whenever used herein,\nunless otherwise expressly provided or unless the context clearly requires\notherwise.\n\n 1.2 DEFINITIONS. As used herein, the following terms shall have the\nmeanings ascribed to them in this Section 1.2:\n\n ACCOUNTS RECEIVABLE. All rights to payment for goods sold or services\nrendered whether or not earned by performance, including, without limitation,\nall accounts or notes receivable owned or held by Seller and accrued on the\nbooks of Seller in accordance with GAAP (as hereafter defined).\n\n ADVERSE CONSEQUENCES. All allegations, charges, complaints, actions,\nsuits, proceedings, hearings, investigations, claims, demands, judgments,\norders, decrees, stipulations, injunctions, \n 7\ndamages, dues, penalties, fines, costs, amounts paid in settlement, Liabilities,\nTaxes, interest, Liens, losses, expenses and fees, including all reasonable\naccounting, consultant and attorneys' fees and court costs, costs of expert\nwitnesses and other expenses of litigation.\n\n AFFILIATE. As set forth in Rule 12b-2 of the regulations promulgated under\nthe Securities Exchange Act of 1934.\n\n AGREEMENT. This Asset Purchase Agreement, together with all Exhibits and\nSchedules referred to herein, as amended, modified or supplemented from time to\ntime in accordance with the terms hereof.\n\n ASSUMPTION AGREEMENT. The Assumption Agreement between Purchaser and\nSeller substantially in the form of Exhibit A hereto.\n\n AUTHORITY. Any governmental, regulatory or administrative body, agency or\nauthority, any court of judicial authority, any arbitrator or any public,\nprivate or industry regulatory authority, whether foreign, federal, state or\nlocal.\n\n BILL OF SALE AND ASSIGNMENT. The Bill of Sale and Assignment between\nPurchaser and Seller substantially in the form of Exhibit B hereto.\n\n BOARD. As defined in Section 5.4.\n\n BUSINESS. As defined in the Recitals hereto.\n\n CHANGE OF CONTROL. As defined in Section 5.4.\n\n CLOSING. The conveyance, transfer, assignment and delivery of the\nPurchased Assets to Purchaser, and the assumption of the Liabilities of Seller\n(excluding the Retained Liabilities) by Purchaser, in exchange for the\nconsideration payable to Seller pursuant to this Agreement.\n\n CLOSING BALANCE SHEET. As defined in Section 2.5(a).\n\n CODE. Internal Revenue Code of 1986.\n\n CONFIDENTIAL INFORMATION. As defined in Section 7.2(a).\n\n CONTRACTS. All contracts, leases, subleases, arrangements, commitments and\nother agreements of Seller, including all customer agreements, vendor\nagreements, purchase orders, installation and maintenance agreements, computer\nsoftware licenses, hardware lease or rental agreements, contract claims and all\nother arrangements and understandings related to the Business.\n\n EMPLOYMENT AGREEMENTS. As defined in Section 6.3(m).\n\n ERISA. Employee Retirement Income Security Act of 1974.\n\n EXCHANGE ACT. Securities Exchange Act of 1934.\n\n -2-\n\n 8\n\n\n EARN-OUT ADJUSTMENT REPORT. As defined in SECTION 2.3(b).\n\n EARN-OUT CALCULATION. As defined in SECTION 2.3(a).\n\n EARN-OUT SETTLEMENT DATE. As defined in SECTION 2.3(d).\n\n FINANCIAL STATEMENTS. The Reference Balance Sheet and the audited balance\nsheets, statements of cash flows and income statements of Seller for the two\n(2) years ended December 31, 1996 and 1997 and the unaudited balance sheet and\nincome statement of Seller for the year ended December 31, 1998, copies of which\nare attached hereto as Schedule 3.19.\n\n GAAP. Generally accepted accounting principles consistently applied.\n\n INCUMBENT BOARD. As defined in Section 5.4.\n\n INDEMNIFIED PARTY. As defined in Section 8.3. \n\n INDEMNIFYING PARTY. As defined in Section 8.3. \n\n INDEPENDENT AUDITORS. As defined in Section 2.3(c). \n\n INTELLECTUAL PROPERTY. (i) All discoveries and inventions (whether\npatentable or unpatentable and whether or not reduced to practice), all\nimprovements thereto, and all patents, patent applications (either filed or in\npreparation for filing), and patent disclosures, together with all reissuances,\ncontinuations, continuations-in-part, revisions, extensions and reexaminations,\n(ii) all trademarks, service marks, trade dress, brand names, logos, domain\nnames, trade names and corporate names, together with all translations,\nadaptations, derivations and combinations thereof and including, without\nlimitation, all goodwill associated therewith, and all applications (either\nfiled or in preparation for filing), registrations and renewals in connection\ntherewith, (iii) all copyrightable works (including, without limitation,\ncomputer software), all copyrights and all applications (either filed or in\npreparation for filing), registrations and renewals in connection therewith,\n(iv) all trade secrets and confidential business information (including, without\nlimitation, ideas, research and development, know-how, formulas, compositions,\nrecipes, manufacturing and production processes and techniques, technical data,\ndesigns, drawings, specifications, customer and supplier lists, pricing and cost\ninformation and business and marketing plans and proposals), (v) all other\nproprietary rights currently owned by Seller, (vi) all copies and tangible\nembodiments of the foregoing (in whatever form or medium), (vii) all licenses or\nagreements in connection with the foregoing, and (viii) the right to sue for\ninfringement of any of the foregoing rights and to collect damages in such suits\nin each case to the extent relating to, or used, useable, or held for use in\nconnection with the Business. \n\n IRS. Internal Revenue Service. \n\n LAW. Any applicable law, statute, regulation, rule, ordinance,\nrequirement, announcement or other binding action or requirement of an\nAuthority. \n\n -3-\n 9\n\n LEASED REAL PROPERTY. Those certain parcels of real property subject to \nthe leases more fully described on Schedule 3.15 to this Agreement. \n\n LIABILITIES. Any obligation or liability (whether known or unknown, \nwhether asserted or unasserted, whether absolute or contingent, whether accrued \nor unaccrued, whether liquidated or unliquidated and whether due or to become\ndue), including, without limitation, any liability for Taxes. \n\n LIEN. Any lien (statutory or other), mortgage, pledge, hypothecation,\nassignment, deposit arrangement, encumbrance or preference, priority or\nsecurity agreement or preferential arrangement of any kind or nature whatsoever\n(including, without limitation, the interest of a vendor or lessor under any\nconditional sale, capitalized lease or other title retention agreement) other\nthan (a) liens for Taxes not yet due and payable, (b) purchase money security\ninterests, (c) liens securing rent obligations, and (d) other liens arising in\nthe Ordinary Course of Business and not incurred in connection with the\nborrowing of money. \n\n MATERIAL CONTRACTS. As defined in Section 3.4. \n\n NET WORTH. The aggregate amount of stockholder's equity of Seller as of\nthe Closing determined in accordance with GAAP. \n\n NET WORTH ADJUSTMENT REPORT. As defined in Section 2.5(b). \n\n NET WORTH CALCULATION. As defined in Section 2.5(a). \n\n NET WORTH SETTLEMENT DATE. As defined in Section 2.5(d). \n\n ORDER. Any applicable decree, order, judgment, writ, award, injunction,\nstipulation or consent of or by an Authority. \n\n ORDINARY COURSE OF BUSINESS. The ordinary course of business of Seller in\naccordance with past custom and practice (including with respect to quantity and\nfrequency). \n\n OUTSTANDING COMPANY COMMON STOCK. As defined in Section 5.4. \n\n OUTSTANDING COMPANY VOTING SECURITIES. As defined in Section 5.4. \n\n PERMITS. As defined in Section 3.17. \n\n PERSON. Any natural person, corporation, limited liability company,\npartnership, firm, joint venture, joint-stock company, trust, association,\nAuthority, unincorporated entity or organization of any kind. \n\n PLAN. As defined in Section 3.12(a). \n\n PURCHASE PRICE. As defined in Section 2.2. \n\n -4-\n 10\n PURCHASED ASSETS. All the assets, rights, properties and business of\nSeller used or held in the conduct of or in connection with the Business,\nwhether tangible or intangible, real, personal or mixed, and whenever located\n(but, in any event, excluding the Retained Assets), including without\nlimitation, the following: \n\n (a) the Seller's leasehold interest in the Leased Real Property; \n\n (b) Accounts Receivable, together with all other receivables and loans\nowing to Seller; \n\n (c) Seller's Intellectual Property; \n\n (d) all installations, fixtures, improvements, betterments and additions\nlocated on or within the Leased Real Property, machinery, equipment,\nappliances, furniture, office furniture, fixtures, office supplies and office\nequipment, computers, computer terminals and printers, computer software,\ntelephone systems, telecopiers and photocopiers, and other tangible personal\nproperty of every kind and description that are located upon or within the\nLeased Real Property, which are owned or leased by Seller; \n\n (e) all assignable Permits (including, without limitation, any assignable\npermanent certificates of occupancy); \n\n (f) all books of account, ledgers, forms, records, documents, files,\ninvoices, vendor or supplier lists, business records (excluding corporate minute\nbooks and stock ownership records), plans and other data which are necessary to\nor desirable for the ownership, use, maintenance or enjoyment of the Purchased\nAssets or the operation of the Business and which are owned or used by Seller,\nincluding, without limitation, all personnel, payroll, payroll tax and labor\nrelations records, all handbooks, technical manuals and data, engineering\nspecifications and work papers, all pricing and cost information, all sales\nrecords, all accounting and financial records, all sales and use tax returns,\nreports, files and records, asset history records and files, all data entry and\naccounting systems used to conduct the day-to-day operations of the Business,\nall maintenance and repair records, all correspondence, notices, citations and\nall other documents received from, sent to or in Seller's possession in\nconnection with any Authorities (collectively, the \"\"Records''); provided,\nhowever, that Seller may retain copies of such Records as are reasonably\nnecessary to enable Seller to fulfill its regulatory or statutory obligations\nafter the date hereof; \n\n (g) all sales and marketing plans, projections, studies, reports and other\ndocuments and data (including, without limitation, creative materials,\nadvertising and promotional matters and current and past lists of customers),\nand all training materials and marketing brochures related to the Business; \n\n (h) all cash and cash equivalents, if any (whether on hand or deposit or\nin transit), prepaid expenses, deposits and advance payments, other prepaid\nitems, and all rights of Seller to receive discounts, refunds, rebates, awards\nand the like; \n\n (i) Seller's goodwill related to the Business; \n\n -5-\n\n 11\n (j) all of Seller's rights and remedies on and after the date hereof,\nunder warranty or otherwise, against a manufacturer, vendor or other Person for\nany defects in any Purchased Asset;\n\n (k) all deposits held by Seller with respect to services to be performed\nor products to be delivered after the date hereof;\n\n (l) all other properties, assets and rights of every kind, character or\ndescription which are owned or used by Seller and which are not Retained Assets;\n\n (m) all Contracts and rights under Contracts related to the Business,\nincluding, without limitation, sales orders, customer contracts, equipment\nleases, insurance contracts, agreements for the provision of services by Seller\nto customers, and other matters used in or related to the Business.\n\n PURCHASER SEC REPORTS. As defined in Section 4.8.\n\n PURCHASER SHARES. As defined in Section 2.2(a)(iii).\n\n PURCHASER WARRANTY CLAIM. As defined in Section 8.1(a).\n\n REFERENCE BALANCE SHEET. The unaudited balance sheet and statement of\nincome for Seller dated the Reference Balance Sheet Date.\n\n REFERENCE BALANCE SHEET DATE. March 31, 1999.\n\n RELATED ENTITIES. Purchaser, Seller and their respective Affiliates.\n\n REPRESENTATIVE. As defined in Section 9.1.\n\n RETAINED ASSETS. All of the following assets of Seller: (i) any benefit,\nright or claim relating to any contract or liability not assumed by Purchaser;\n(ii) tax records, corporate books and records of Seller to the extent such\nrecords and books do not relate to the Business; (iii) income or franchise tax\nrefunds, assessments or charges due to Seller; (iv) any employee benefit or\nincentive plan, agreement or arrangement, including without limitation, any\npension, life insurance, profit sharing, bonus, incentive, deferred\ncompensation, stock purchase, stock option, group insurance, cafeteria, vacation\npay, severance pay or retirement plan, agreement or arrangement (other than\nthose plans or agreements related to the Liabilities set forth on Schedule 2.7\nhereto); (v) rights under this Agreement; and (vi) any other assets identified\nunder the heading \"\"Retained Assets'' on Schedule 1.2.\n\n RETAINED LIABILITIES. As defined in Section 2.7(b).\n\n SEC. The Securities and Exchange Commission.\n\n SECURITIES ACT. Securities Act of 1933.\n\n SELLER WARRANTY CLAIM. As defined in Section 8.2.\n\n -6-\n 12\n SELLER'S KNOWLEDGE. The actual knowledge of Joel Krauss, Fred Belmont and\nMichael Krauss after reasonable investigation.\n\n TAXES. As defined in Section 3.13(a).\n\n TRANSFERRED EMPLOYEES. As defined in Section 7.3(b).\n\n 1.3 INTERPRETATION. Unless otherwise expressly provided or unless the\ncontext requires otherwise, (a) all references in this Agreement to Articles,\nSections, Schedules and Exhibits shall mean and refer to Articles, Sections,\nSchedules and Exhibits of this Agreement; (b) all references to statutes and\nrelated regulations shall include all amendments of the same and any successor\nor replacement statutes and regulations; (c) words using the singular or plural\nnumber also shall include the plural and singular number, respectively;\n(d) references to \"hereof\", \"herein\", \"hereby\" and similar terms shall refer\nto this entire Agreement (including the Schedules and Exhibits hereto); and\n(e) references to any Person shall be deemed to mean and include the successors\nand permitted assigns of such Person (or, in the case of an Authority, Persons\nsucceeding to the relevant functions of such Person).\n\n\n ARTICLE II\n SALE AND PURCHASE OF PURCHASED ASSETS\n\n 2.1 SALE AND PURCHASE OF PURCHASED ASSETS.\n\n (a) Subject to the terms and conditions of this Agreement, and in reliance\nupon the representations, warranties, covenants and agreements made in this\nAgreement by Purchaser, Seller and Stockholders, Purchaser shall purchase and\naccept from Seller, and Seller shall sell, transfer, convey, assign and deliver\nto Purchaser, on the date hereof, all of the Purchased Assets and Purchaser\nshall assume all Liabilities (except for Retained Liabilities) of Seller.\n\n (b) Notwithstanding anything in this Agreement to the contrary, Seller is\nretaining ownership and possession of, and Seller is not selling, transferring,\nconveying, assigning or delivering to Purchaser any right, title or interest of\nSeller in, to or under any of the Retained Assets.\n\n 2.2 PAYMENT OF THE PURCHASE PRICE.\n\n (a) The purchase price (as adjusted pursuant to Sections 2.4 and 2.6, the\n\"Purchase Price\") payable by Purchaser to Seller in consideration for the\nPurchased Assets shall be the assumption of the Liabilities (other than the\nRetained Liabilities) of Seller and SEVEN MILLION FIVE HUNDRED THOUSAND DOLLARS\n($7,500,000.00) payable at the Closing in the following manner:\n\n (i) an aggregate amount of $4,000,000 in cash to Seller;\n\n (ii) an aggregate amount of $1,000,000 to Seller pursuant to the\n Promissory Note substantially in the form attached hereto as Exhibit C; and\n\n -7-\n\n\n 13\n (iii) an aggregate amount of 115,641 shares of Class A Common Stock,\n par value $.001 per share of Purchaser (collectively, the \"Purchaser\n Shares\") to Seller.\n\n (b) The cash amounts paid pursuant to Section 2.2(a)(i) above and Section\n2.4 below (if any) shall be by wire transfer of immediately available federal\nfunds to an account designated in writing to Purchaser by Seller. Seller shall\nreceive certificates representing the number of Purchaser Shares to which Seller\nis entitled in accordance with Section 2.2(a)(iii) above.\n\n 2.3 EARN-OUT ADJUSTMENT.\n\n (a) Within forty-five (45) days after the end of (i) the period commencing\non May 1, 1999 and ending March 31, 2000, and (ii) the twelve-month period\ncommencing April 1, 2000 and ending March 31, 2001 (each, a \"Period\"),\nPurchaser shall prepare and deliver to the Representative an \"earn-out\"\ncalculation in accordance with Exhibit D for such prior Period (the \"Earn-Out\nCalculation\"), together with all relevant work papers and supporting\ncalculations. The Earn-Out Calculation shall be prepared in accordance with GAAP\nand pursuant to the principles and terms described on Exhibit D hereto.\n\n (b) Within twenty (20) days after the Earn-Out Calculation is delivered to\nthe Representative pursuant to Section 2.3(a), the Representative shall deliver\nto Purchaser either (i) a written acknowledgment accepting the Earn-Out\nCalculation or (ii) a written report setting forth in reasonable detail any\nproposed adjustments to the Earn-Out Calculation (the \"Earn-Out Adjustment\nReport\"). If the Representative fails to respond to Purchaser within such\n20-day period, Seller shall be deemed to have accepted and agreed to the\nEarn-Out Calculation as delivered pursuant to Section 2.3(a). Purchaser shall\nprovide the Representative with reasonable access to the books and records of\nSeller in order to verify the accuracy of any Earn-Out Calculation.\n\n (c) In the event that the Representative and Purchaser fail to agree on\nany of the Representative's proposed adjustments set forth in the Earn-Out\nAdjustment Report within thirty (30) days after Seller provides the Purchaser\nwith its proposed adjustments to the Earn-Out Adjustment Report, Seller and\nPurchaser agree that a mutually acceptable independent accounting firm of\nnationally recognized standing (the \"Independent Auditors\") within the 30-day\nperiod immediately following such 30-day period, shall make the final\ndetermination with respect to any disputed portion of the Earn-Out Calculation.\nPurchaser and the Representative shall each provide the Independent Auditors\nwith their respective determinations of the Earn-Out Calculation. The decision\nof the Independent Auditors shall be rendered in writing and shall be final and\nbinding on Seller and Purchaser and the reasonable fees, costs and expenses of\nthe Independent Auditors shall be paid by the non-prevailing party.\n\n (d) The date on which the Earn-Out Calculation is finally determined\npursuant to this Section 2.3 shall hereinafter be referred to as the \"Earn-Out\nSettlement Date\".\n\n 2.4 EARN-OUT PAYMENTS. No later than fifteen (15) days after the Earn-Out\nSettlement Date, Purchaser shall pay to Seller an amount specified in the\nEarn-Out Calculation; provided, however, notwithstanding the actual Earn-Out\nCalculation, the aggregate amounts payable (i) in the \n\n\n\n -8-\n 14\ninitial Period shall not in any event exceed $1,000,000 and (ii) for both\nPeriods on a combined basis shall not in any event exceed $2,000,000.\n\n 2.5 NET WORTH ADJUSTMENT. Purchaser shall prepare and deliver to the\nRepresentative within forty-five (45) days after the date hereof, (i) an audited\nbalance sheet of the Business immediately prior to the Closing (the \"Closing\nBalance Sheet\") and (ii) a calculation setting forth the result of (A) Net\nWorth as of the date hereof minus (B) $857,064 plus (C) the aggregate amount of\nthe Retained Liabilities reflected on the Closing Balance Sheet (the \"Net Worth\nCalculation\"), together with all relevant work papers and supporting\ncalculations. The Closing Balance Sheet and the Net Worth Calculation shall be\nprepared in accordance with GAAP consistent with the preparation of the\nReference Balance Sheet.\n\n (b) Within twenty (20) days after the Closing Balance Sheet and the Net\nWorth Calculation are delivered to the Representative pursuant to Section\n2.5(a), the Representative shall deliver to Purchaser either (i) a written\nacknowledgment accepting the Closing Balance Sheet and the Net Worth Calculation\nor (ii) a written report setting forth in reasonable detail any proposed\nadjustments to the Closing Balance Sheet and the Net Worth Calculation (the\n\"Net Worth Adjustment Report\"). If the Representative fails to respond to\nPurchaser within such 20-day period, Seller shall be deemed to have accepted and\nagreed to the Closing Balance Sheet and the Net Worth Calculation as delivered\npursuant to Section 2.5(a).\n\n (c) In the event that Purchaser and the Representative fail to agree on\nany of the Representative's proposed adjustments set forth in the Net Worth\nAdjustment Report within twenty (20) days after Purchaser receives the Net Worth\nAdjustment Report, Seller and Purchaser agree that the Independent Auditors\nshall, within the 20-day period immediately following such 20-day period, make\nthe final determination with respect to any disputed portion of the Net Worth\nCalculation. Purchaser and the Representative shall each provide the Independent\nAuditors with their respective determinations of the Net Worth Calculation. The\nIndependent Auditors shall select either Purchaser's or the Representative's\ndetermination in establishing the final Net Worth Calculation. The decision of\nthe Independent Auditors shall be rendered in writing and shall be final and\nbinding on Seller and Purchaser. The fees, costs and expenses of the Independent\nAuditors shall be paid by the non-prevailing party.\n\n (d) The date on which the Closing Balance Sheet and the Net Worth\nCalculation are finally determined pursuant to this Section 2.5 shall\nhereinafter be referred to as the \"Net Worth Settlement Date\". Purchaser shall\npay the aggregate fees and costs of auditing the Closing Balance Sheet and Net\nWorth Calculation to the extent such fees and costs exceed $2,750.\n\n 2.6 NET WORTH PAYMENT.\n\n (a) In the event that the Net Worth Calculation is less than zero, no\nlater than ten (10) days after the Net Worth Settlement Date, Seller shall pay\nto Purchaser an amount equal to the absolute value of the Net Worth Calculation.\nIn the event the Net Worth Calculation is greater than zero, no later than ten\n(10) days after the Net Worth Settlement Date, Purchaser shall pay to Seller an\namount equal to the Net Worth Calculation.\n\n\n -9-\n 15\n (b) Any payment required to be made pursuant to Section 2.6(a) shall be by\ncertified or cashier's check, or at the option of the recipient, by the\ntransfer of immediately available federal funds for credit to recipient at a\nbank account designated by the recipient.\n\n 2.7 ASSUMPTION OF LIABILITIES.\n\n (a) As additional consideration for the Purchased Assets, Purchaser shall,\non the date hereof, by its execution and delivery of the Assumption Agreement,\nassume and agree to pay and perform all Liabilities of Seller (other than the\n\"Retained Liabilities,\" as defined below) relating to the Business.\n\n (b) Purchaser shall not assume, pay or perform and Seller shall remain\nobligated for the following Liabilities of Seller, whether or not relating to\nthe Business (collectively, the \"Retained Liabilities\"):\n\n (i) any Liability relating to the violation or failure to comply with\n any Law relating to the operation of the Business prior to date hereof;\n\n (ii) any Liability arising out of or relating to the Retained Assets;\n\n (iii)any Liability of Seller for any Taxes for any periods (or\n portions thereof) prior to the date hereof, whether or not relating to the\n Business and, with respect to periods subsequent to the date hereof, other\n than with respect to the operation of the Business or the ownership or use\n of the Purchased Assets; or\n\n (iv) any Liability of Seller with respect to any employee benefit or\n incentive plan, agreement or arrangement, including without limitation, any\n pension, life insurance, profit sharing, bonus, incentive, deferred\n compensation, stock purchase, stock option, group insurance, cafeteria,\n vacation pay, severance pay or retirement plan, agreement or arrangement\n except as specifically set forth herein (excluding, however, those\n Liabilities set forth on Schedule 2.7 hereto);\n\n (v) the fees, costs and expenses of any person, firm, corporation or\n other entity acting on behalf of, or representing the Seller or the\n Stockholders as broker, finder, investment banker, financial advisor,\n accountant, attorney or in any similar capacity, whether in connection with\n this Agreement and the transactions contemplated hereby or otherwise;\n\n (vi) any Liability of Seller arising after Closing to its officers,\n employees or affiliates including, without limitation, the Stockholders.\n\n 2.8 SALES AND TRANSFER TAXES. Seller and Purchaser shall each pay\none-half of any and all transfer, sales, purchase, use, value added, excise or\nsimilar tax imposed under the laws of the United States, or any state or\npolitical subdivision thereof, which arises out of the transfer by Seller to\nPurchaser of the Purchased Assets and Liabilities (other than Retained\nLiabilities) of Seller.\n\n -10-\n\n 16\n\n\n 2.9 ALLOCATION. Seller and Purchaser (a) mutually agree on the allocation\nof the Purchase Price among the Purchased Assets as set forth on Exhibit E, and\n(b) acknowledge that the allocation set forth on Exhibit E was the result of\narms-length negotiations. Each of Seller and Purchaser agrees that for income\ntax purposes, it (i) shall report the transactions contemplated by this\nAgreement in accordance with the allocation set forth on Exhibit E and (ii) will\nnot take any contrary position in any related administrative or legal\nproceeding.\n\n ARTICLE III\n REPRESENTATIONS AND WARRANTIES OF SELLER AND STOCKHOLDERS\n \n As an inducement to Purchaser to enter into and perform its obligations\nunder this Agreement, and in consideration of the covenants of Purchaser\ncontained herein, Seller and each Stockholder, jointly and severally, represent\nand warrant to Purchaser (which representations and warranties shall survive the\nClosing (subject to Section 8.4) regardless of what examinations, inspections,\naudits and other investigations Purchaser has heretofore made with respect to\nsuch representations and warranties) as follows:\n\n 3.1 CORPORATE STATUS; AUTHORITY OF SELLER; ENFORCEABILITY.\n\n (a) Seller is a corporation duly organized, validly existing and in good\nstanding under the laws of the State of Illinois and, except as set forth on\nSchedule 3.1, is qualified to do business as a foreign corporation in each other\njurisdiction where the failure to so qualify could reasonably be expected to\nhave a material adverse effect on the business, operations or condition\n(financial or otherwise) of Seller or the Purchased Assets. Seller has the\ncorporate power and authority necessary to (i) own, lease, operate or otherwise\nhold its properties and assets and to carry on its business as presently\nconducted and (ii) execute and deliver this Agreement and perform its\nobligations hereunder.\n\n (b) Each Stockholder has the capacity to execute and deliver this\nAgreement and to perform his obligations hereunder. The execution and delivery\nby Seller of this Agreement, and the performance by Seller of its obligations\nhereunder, have been duly and validly authorized and approved by all necessary\ncorporate action on the part of Seller. This Agreement, the Bill of Sale and\nAssignment and the Assumption Agreement are each binding upon, and enforceable\nagainst, Seller and each Stockholder in accordance with their terms, subject\nto bankruptcy, insolvency, reorganization and other laws affecting creditors'\nrights generally and by general principles of equity (whether in a proceeding\nat law or in equity).\n\n (c) Except as set forth on Schedule 3.1, neither the execution or delivery\nof this Agreement by Seller or any Stockholder nor the performance by Seller or\nany Stockholder of its or his obligations under this Agreement will (assuming\nthe receipt of all consents referred to in SECTION 3.16), conflict with or\nresult in a breach of any of the terms or provisions of, or constitute a default\nunder, any material contract, lease, license, franchise, permit, indenture,\nmortgage, deed of trust, note agreement or other agreement or instrument to\nwhich any Stockholder or Seller is a party or is bound, the articles of\nincorporation or by-laws of Seller or any applicable Law or Order to which\nSeller or any Stockholder is a party or by which Seller or Stockholder is bound.\n\n -11-\n\n 17\n 3.2 ACCOUNTS RECEIVABLE. Except as reserved against on the Reference\nBalance Sheet, the Accounts Receivable reflected on such balance sheet: (a) were\nacquired by Seller in the Ordinary Course of Business and represent bona fide\ntransactions; (b) to the Seller's Knowledge, are not subject to any material\nclaim, counterclaim, set-off or deduction; (c) represent valid obligations owing\nto Seller by account debtors that are not Affiliates of Seller, which are\nenforceable in accordance with their respective terms, subject to bankruptcy\ninsolvency, reorganization and other laws affecting creditors' rights generally,\nand by general principals of equity (whether in a proceeding at law or in\nequity); and (d) are owned by Seller free and clear of all Liens.\n\n INTELLECTUAL PROPERTY. Schedule 3.3 sets forth all of the Intellectual\nProperty owned or licensed for use by Seller (or material to the Business)\nincluding any United States or foreign registrations or applications therefor. \nAll of the registrations and applications set forth in Schedule 3.3 are in full\nforce and effect and all necessary registration, maintenance and renewal fees\nin connection therewith have been made and all necessary documents and\ncertificates in connection therewith have been filed with the relevant patent,\ncopyright, trademark or other Authority for the purpose of maintaining the\nregistrations or applications for registration of such Intellectual Property. \nSeller owns all right, title, and interest in and to each item of such\nIntellectual Property disclosed in Schedule 3.3, except for those items of\nIntellectual Property which have been licensed to or by Seller, which are\nidentified therein (the \"Intellectual Property License Agreements\"). All\nIntellectual Property disclosed in Schedule 3.3 (i) is free and clear of any\nand all Liens and (ii) there are no restrictions on the direct or indirect\ntransfer of any such Intellectual Property. Seller has taken commercially\nreasonable measures to protect the secrecy, confidentiality and value of their\ntrade secrets and proprietary information. Seller has not granted any license,\nagreement or other permission to use such Intellectual Property except as\ndisclosed on Schedule 3.3. To Seller's Knowledge, (i) no Intellectual Property\nis being infringed by any other Person, and (ii) Seller is not infringing on\nany intellectual property of any other Person, and no claim is pending, or, to\nthe Seller's Knowledge, has been threatened to such effect or with respect to\nthe ownership, validity, license or use of, or any infringement resulting from,\nthe Intellectual Property or the sale of any products or services by Seller. \nThere is no dispute between Seller and any licensor under any applicable\nIntellectual Property License Agreement.\n\n 3.4 CONTRACTS. Copies of all Contracts to which Seller is party or by\nwhich Seller is currently bound which provide for annual payments to or from\nSeller in excess of $25,000 (the \"Material Contracts\") have been provided to\nPurchaser (A) in those certain binders labeled \"Omnitech(R) \nConsulting Group, Response To: Diamond Technology Partners, Inc., REQUEST FOR\nINFORMATION, March 22, 1999, Book 1 and 2\" and (B) those certain Contracts\nreferenced in the letter dated April 14, 1999 from Desiree Thompson to Fred\nBelmont. Identified with an asterisk on Schedule 3.4 are those Material\nContracts which are not, by their terms, assignable to Purchaser. Seller is not\na party to, nor are the Purchased Assets bound by, any Material Contract, not\nentered into in the Ordinary Course of Business. Each Material Contract is in\nfull force and effect and constitutes a legal, valid and binding obligation of\nSeller and, to the Seller's Knowledge, each other party thereto, enforceable in\naccordance with its terms, subject to bankruptcy, insolvency, reorganization and\nother laws affecting creditors' rights generally and by general principals\nequity (whether in a proceeding at law or in equity). Neither Seller nor, to\nSeller's Knowledge, any other party to such Material Contract is, or has\nreceived notice that it is in violation or breach of or default \n\n -12-\n 18\nunder any such Material Contract (or with notice or lapse of time or both, would\nbe in violation or breach of or default under any such Material Contract).\n\n 3.5 COMPLIANCE WITH LAWS. Seller has complied with all, and is not in\nviolation of any, applicable Laws or Orders affecting the Purchased Assets or\nthe operation of the Business, the failure with which to comply could reasonably\nbe expected to have a material adverse effect on the Business or the Purchased\nAssets. Seller has not received any notice, citation, claim, assessment or\nproposed assessment as to or alleging any violation of any Law nor, to Seller's\nKnowledge, has Seller been subject to any investigation by any Authority within\nthe prior three (3) years.\n\n 3.6 LITIGATION. Schedule 3.6 sets forth a brief description of all suits,\nactions, arbitrations, and legal, administrative and other proceedings and\ngovernmental investigations pending or, to the Seller's Knowledge, threatened\nagainst or affecting Seller or the Purchased Assets. None of the matters set\nforth in Schedule 3.6, if decided adversely to Seller, could reasonably be\nexpected to have a material adverse effect on the Business or the Purchased\nAssets. Seller is not presently engaged in any legal action to recover moneys\ndue to it for damages sustained by it.\n\n 3.7 PERSONNEL IDENTIFICATION AND COMPENSATION. Schedule 3.7 contains a\ntrue and complete list of the names and titles of all current officers,\ndirectors and employees of Seller. Seller has previously delivered to Purchaser\na true and correct schedule stating the rates of compensation payable (or paid,\nas the case may be) to each such person.\n\n 3.8 [INTENTIONALLY DELETED]\n\n 3.9 STOCKHOLDERS. The persons listed as \"Stockholders\" on the signature\npages of this Agreement are all of the record and beneficial owners of all of\nthe issued and outstanding capital stock of Seller.\n\n 3.10 [INTENTIONALLY DELETED].\n\n 3.11 CERTAIN TRANSACTIONS. All purchases and sales or other transactions,\nif any, between Seller, on the one hand, and any officer, director, shareholder\nor key employee or Affiliate thereof, on the other hand, within the three (3)\nyears immediately preceding the date hereof have been made on the basis of\nprevailing market rates and terms such that from the perspective of Seller, all\nsuch transactions have been made on terms no less favorable than those which\nwould have been available from unrelated third parties. Schedule 3.11 sets forth\na summary of each officer, director, shareholder, key employee or Affiliate of\nSeller to which Seller is indebted to, the outstanding principal amount of such\nindebtedness together with accrued and unpaid interest thereon and the interest\nrates and maturity dates related to such indebtedness. Except as set forth on\nSchedule 3.11, neither any officer, nor any director or employee of Seller, nor\nany spouse, child or other relative of any of such persons, owns, or has any\ninterest, directly or indirectly, in any of the real or personal property owned\nby or leased to Seller or any copyrights, patents, trademarks, trade names or\ntrade secrets owned or licensed by Seller.\n\n -13-\n\n\n\n 19\n 3.12 EMPLOYEE BENEFIT MATTERS.\n\n (a) Schedule 3.12 contains a true, complete and correct list of each\npension, retirement, profit sharing, savings, stock option, restricted stock,\nseverance, termination, bonus, fringe benefit, insurance, supplemental benefit,\nmedical, education reimbursement or other employee benefit plan, program,\nagreement or arrangement, including each \"employee benefit plan\" as defined in\nSection 3(3) of ERISA, sponsored, maintained or contributed to or required to be\ncontributed to by Seller for the benefit of current or former employees of the\nBusiness (each a \"Plan\").\n\n (b) True, complete and correct copies of the following items relating to\neach Plan, where applicable, have been delivered to Purchaser:\n\n (i) the most recent determination letter, if any, received from the\n IRS with respect to each such Plan that is intended to be qualified under\n Section 401 of the Code; and\n\n (ii) the most recent Form 5500, summary plan description, summary of\n material modifications and all material communications to participants.\n\n (c) Each of the Plans has been operated and administered in accordance\nwith the applicable provisions of Laws, and there are no actions, suits or\nclaims pending or threatened against any Plan or any administrator or fiduciary\nthereof, nor do any facts exist which could give rise to any such action, suit\nor claim.\n\n 3.13 TAX MATTERS. Other than as disclosed on Schedule 3.13:\n\n (a) The term \"Taxes\" means all net income, capital gains, gross income,\ngross receipts, sales, use, transfer, ad valorem, franchise, profits, license,\ncapital, withholding, payroll, employment, excise, goods and services,\nseverance, stamp, occupation, premium, property, assessments or other\ngovernmental charges of any kind whatsoever, together with any interest, fines\nand any penalties, additions to tax or additional amounts incurred or accrued\nunder applicable federal, state, local or foreign tax law or assessed, charged\nor imposed by any Authority, domestic or foreign, provided that any interest,\npenalties, additions to tax or additional amounts that relate to Taxes for any\ntaxable period (including any portion of any taxable period ending on or before\nthe date hereof) shall be deemed to be Taxes for such period, regardless of when\nsuch items are incurred, accrued, assessed or charged. For the purposes of this\nSection 3.13, Seller shall be deemed to include any predecessor to Seller and\nany Person from which Seller incurs a liability for Taxes as a result of\ntransferee liability, joint and several liability or otherwise.\n\n (b) Seller has duly and timely filed (and prior to the date hereof will\nduly and timely file) true, correct and complete Tax returns, reports or\nestimates, all prepared in material accordance with applicable Laws, for all\nyears and periods (and portions thereof), for all jurisdictions (whether\nfederal, state, local or foreign) in which any such returns, reports or\nestimates were due on or prior to the date hereof. All Taxes shown as due and\npayable on such returns, reports and estimates have been paid (or will be paid\nprior to the Closing), and there is no current liability for any Taxes due and\npayable in connection with any such returns. Any charges, accruals and reserves\nfor Taxes\n\n -14-\n\n 20\nprovided for on the Financial Statements are adequate. There are no existing\nLiens for Taxes upon any of the Purchased Assets. Seller has provided to\nPurchaser copies of all federal, state and foreign tax returns filed by Seller\nfor the past five (5) years. \n\n (c) Seller has withheld all required amounts from its employees, agents\nand contractors and remitted such amounts to the proper Authorities; paid all\nemployer contributions and premiums; and filed all federal, state, local and\nforeign returns and reports with respect to employee income Tax withholding,\nand social security and unemployment Taxes and premiums, all in compliance with\nthe withholding provisions of the Code, or any prior provision of the Code and\nother applicable Laws. \n\n (d) None of Seller's assets is tax exempt use property under Code Section\n168(h). None of Seller's assets is property that Seller is required to treat as\nbeing owned by any other Person pursuant to the safe harbor lease provision of\nformer Code Section 168(f)(8). \n\n (e) No portion of the cost of any of Seller's assets was financed directly\nor indirectly from the proceeds of any tax exempt state or local government\nobligation described in Code Section 103(a). \n\n (f) Seller has no (and has not previously had any) permanent establishment\nin any foreign country and Seller does not engage (and has not previously\nengaged) in a trade or business within the meaning of the Code relating to the\ncreation of a permanent establishment in any foreign country. \n\n (g) Seller is not a foreign person within the meaning of Code\nSection 1445. \n\n (h) Seller is not a party to any joint venture, partnership or other\narrangement that could be treated as a partnership for federal income\nTax purposes. \n\n (i) To Seller's Knowledge, no federal, state, local or foreign Tax audits\nor other administrative proceedings, discussions or court proceedings are\npresently pending with regard to any Taxes or Tax returns of Seller and no\nadditional issues are being asserted against Seller in connection with any\nexisting audits of Seller. \n\n (j) Seller made a valid election on January 1, 1989 under subchapter S\nof the Code to be treated as an \"S corporation.\" Such election will be in\neffect until the Closing Date. \n\n 3.14 TITLE TO ASSETS; CONDITION. Other than as set forth on Schedule 3.14,\nSeller has (i) good and marketable title to, or with respect to the Leased Real\nProperty, a valid and binding leasehold interest in, the Purchased Assets, free\nand clear of all Liens and (ii) owns or otherwise has an enforceable right to\nuse all of the Purchased Assets. All of Seller's assets are adequate and fit\nto be used for the purposes for which they are currently used and are in good\noperating condition subject to normal wear and tear and obsolescence. \n\n -15-\n 21\n 3.15 REAL PROPERTY. Other than as lessee under the leases identified on\nSchedule 3.15, Seller has no title to or interests in any real property. All\namounts due and payable with respect to such leases have been paid. \n\n 3.16 CONSENTS. Except as otherwise disclosed on Schedule 3.16, no material\nconsent, approval, order or authorization of, or registration, declaration\nor filing with, any Authority or any other Person is required to be obtained\nor made by the Stockholders or Seller in connection with the execution and\ndelivery of this Agreement or the performance by the Stockholders or Seller\nof their obligations hereunder. \n\n 3.17 LICENSES AND PERMITS. Schedule 3.17 lists and describes all material\nqualifications, registrations, filings, privileges, franchises, immunities,\nlicenses, permits, authorizations and approvals of Authorities which are used\nor required in order for Seller to own and operate the Business (collectively,\nthe \"Permits\"); and each Permit is valid and subsisting, and in full force and\neffect in accordance with its terms.. \n\n 3.18 INSURANCE.\n\n (a) Schedule 3.18 sets forth a list and brief description of all insurance\npolicies maintained by Seller. Seller is not in default with respect to any\nprovision contained in any insurance policy maintained by Seller, nor has it\nfailed to give any notice or present any claim thereunder with respect to any\npending matter in a due and timely fashion. \n\n 3.19 FINANCIAL STATEMENTS. The Financial Statements attached hereto as\nSchedule 3.19 were prepared by Seller from the books and records of the Business\nand, except as described therein, in accordance with generally accepted\naccounting principles consistently applied and present fairly the financial\nposition and results of operations of Seller at the dates and for the periods\nindicated therein. \n\n 3.20 UNDISCLOSED LIABILITIES. Except as disclosed on Schedule 3.20. on the\nReference Balance Sheet Date, Seller had no Liability with respect to the\nBusiness of any nature (whether accrued, absolute, contingent or otherwise)\nof the type which are required to be reflected in balance sheets (including the\nnotes thereto) prepared in accordance with GAAP which was not fully disclosed,\nreflected or reserved against in the Reference Balance Sheet (subject to normal\nyear-end adjustments); and, except for Liabilities which have been incurred\nsince the Reference Balance Sheet Date in the Ordinary Course of Business, since\nthe Reference Balance Sheet Date Seller has not incurred any Liability of any\nnature. \n\n 3.21 CONDUCT OF BUSINESS SINCE REFERENCE BALANCE SHEET DATE. Except as\nset forth on Schedule 3.21, since the Reference Balance Sheet Date: \n\n (a) the Business has been conducted only in the Ordinary Course of\nBusiness; \n\n (b) except for equipment and supplies purchased, leased, sold or otherwise\ndisposed of in the Ordinary Course of Business, Seller has not purchased, sold,\nleased, mortgaged, pledged or otherwise acquired or disposed of any properties\nor assets; \n\n -16-\n\n 22\n (c) Seller has not sustained or incurred any loss or damage with respect\nto the Purchased Assets (whether or not insured against) on account of fire,\nflood, accident or other calamity which has interfered with or affected, or may\ninterfere with or affect, the operation of the Purchased Assets; \n\n (d) Seller has not increased the rate of compensation of any officer or\nother employee of the Business, except in the Ordinary Course of Business, and\nhas not declared any dividends or made any distributions to its stockholders; \n\n (e) there has been no material adverse change in or with respect to the\ncondition (financial or otherwise), operations, business, prospects, rights,\nproperties, assets or liabilities of the Business or Seller's relations with\nAuthorities or its employees, creditors, advertisers, suppliers, distributors,\ncustomers or others having business relationships with Seller; \n\n (f) Seller has not canceled any of its debts or claims owed to it and has\npaid and satisfied its account payables in the Ordinary Course of Business; \n\n (g) Seller has not changed any accounting methods or practices (including,\nwithout limitation, any change in depreciation or amortization policies\nor rates); or \n\n (h) Seller has not agreed to take any of the actions described in\nparagraphs (b), (d), (f) or (g) above. \n\n 3.22 BROKER'S OR CONSULTANT'S FEES. Except as set forth on Schedule 3.22,\neach Seller represents and warrants that it has dealt with no broker, finder or\nconsultant in connection with any of the transactions contemplated by this\nAgreement, and, to the Seller's Knowledge, no Person is entitled to any\ncommission, broker's or finder's fee in connection with the sale of the\nPurchased Assets to Purchaser. \n\n 3.23 BANKING ARRANGEMENTS. Except as set forth in Schedule 3.23, Seller\nhas no banking, borrowing or depository relationship, or accounts or deposits of\nfunds, and all persons authorized as signatories on each such account are\nlisted in Schedule 3.23. No Person holds any power of attorney from Seller. \n\n 3.24 INDEPENDENT INVESTIGATION. Each Stockholder and Seller has such\nknowledge and experience in financial and business matters that he or it is\ncapable of evaluating the merits and risks of Seller owning the Purchaser\nShares. In making the decision to receive the Purchaser Shares that are\ndelivered as part of the Purchase Price, each Stockholder and Seller has relied\nsolely upon independent investigations made by him or it. No representations or\nwarranties have been made by Purchaser or any director, manager, officer,\nemployee, agent or affiliate of Purchaser to any Stockholder or Seller other\nthan as set forth in this Agreement. Each Stockholder and Seller represents and\nwarrants that such Stockholder and Seller has been offered the opportunity to\nobtain additional information, to evaluate the merits and risks of Seller owning\nthe Purchaser Shares and to ask questions of and receive satisfactory answers\nfrom the Purchaser concerning the terms and conditions of owning the Purchaser\nShares. In making the decision whether to own the Purchaser Shares, each\nStockholder and Seller has relied solely on the information contained in this\nAgreement \n\n -17-\n\n 23\nand the Purchaser SEC Reports (as hereafter defined). To the extent\nany Stockholder or Seller has deemed it appropriate, such Stockholder or Seller\nhas consulted with attorneys with respect to all matters concerning this\ninvestment.\n\n 3.25 RESTRICTIONS ON TRANSFER. Each Stockholder and Seller understands and\nagrees that because the Purchaser Shares delivered in connection with this\nAgreement have not been registered under federal or state securities laws, none\nof the Purchaser Shares acquired may at any time be sold or otherwise disposed\nof by Seller unless they are registered under the Securities Act or there is\napplicable to such sale or other disposition one of the exemptions from\nregistration set forth in the Securities Act, the rules and regulations of the\nSEC thereunder and applicable state law. Each Stockholder and Seller further\nunderstands that Purchaser has no obligation or present intention to register\nthe Purchaser Shares or to permit their sale other than in strict compliance\nwith the Securities Act, SEC rules and regulations thereunder and applicable\nstate law. Each Stockholder and Seller recognizes that, as a result of the\naforementioned restrictions, there is and may be no public market for the\nPurchased Shares. \n\n 3.26 DISCLOSURE. None of the representations and warranties made by Seller\nor any Stockholder in this Agreement or in the Schedules hereto, contains or\nwill contain any untrue statement of a material fact, or omits any material fact\nthe omission of which would make the statements made therein misleading. \n\n Any matter set forth on any disclosure schedule to Seller's representations\nand warranties in this Article III shall be deemed to be disclosed with regard\nto, and constitute an exception to, each of Seller's representations and\nwarranties in this Article III. \n\n ARTICLE IV\n REPRESENTATIONS AND WARRANTIES OF PURCHASER\n\n As an inducement to Seller and each Stockholder to enter into and perform\ntheir obligations under this Agreement, and in consideration of the covenants of\nSeller and each Stockholder contained herein, Purchaser represents and warrants\nto Seller and each Stockholder (which representations and warranties shall\nsurvive the Closing (subject to Section 8.4) regardless of what examinations,\ninspections, audits and other investigations Seller and each Stockholder have\nheretofore made with respect to such representations and warranties) as\nfollows: \n\n 4.1 CORPORATE STATUS; DUE AUTHORIZATION. Purchaser is a corporation duly\norganized, validly existing and in good standing under the laws of the State of\nDelaware. Purchaser has the corporate power and authority to execute and\ndeliver this Agreement and to perform its obligations hereunder. The execution\nand delivery by Purchaser of this Agreement, and the performance by Purchaser\nof its obligations hereunder (including the execution and delivery of the\nPromissory Note and the issuance of the Purchaser Shares), have been duly and\nvalidly authorized and approved by all necessary corporate action on the part\nof Purchaser. \n\n 4.2 NO CONFLICT. Neither the execution or delivery of this Agreement by\nPurchaser nor the performance by Purchaser of its obligations under this\nAgreement will conflict with or result in \n\n -18-\n\n 24\na breach of any of the terms or provisions of, or constitute a default under,\nany contract, lease, license, franchise, permit, indenture, mortgage, deed of\ntrust, note agreement or other agreement or instrument to which Purchaser is a\nparty or is bound, its certificate of incorporation, by-laws or any applicable\nLaw or Order to which Purchaser is a party or by which Purchaser is bound.\n\n 4.3 ENFORCEABILITY. This Agreement, the Bill of Sale and Assignment,\nAssumption Agreement and the Promissory Note are binding upon, and enforceable\nagainst, Purchaser in accordance with their terms, subject, in each case, to\nbankruptcy, insolvency, reorganization and other laws affecting creditors'\nrights generally and by principles of equity (whether in a proceeding at law or\nin equity).\n\n 4.4 CONSENTS. Except for filings required by the Commission or NASDAQ or\nas otherwise contemplated by this Agreement, no consent, approval, Order or\nauthorization of, or registration, declaration or filing with, any Authority or\nany other Person is required to be obtained or made by Purchaser in connection\nwith its execution and delivery of this Agreement or the performance by it of\nits obligations hereunder.\n\n 4.5 SECURITIES. The offer and issuance of the Purchaser Shares and the\nPromissory Note pursuant to this Agreement are exempt from the registration\nrequirements of the Securities Act. The Purchaser Shares, when issued in\nconsideration of the transactions contemplated by this Agreement, will be\nvalidly issued, fully paid and non-assessable.\n\n 4.6 CAPITALIZATION. The authorized capital stock of the Purchaser is as\nfollows:\n\n (a) 2,000,000 shares of preferred stock, $1.00 par value per share, none\nof which is outstanding;\n\n (b) 40,000,000 shares of Class A Common Stock, $.001 par value per share,\nof which 9,700,598 shares were outstanding as of April 1, 1999; and\n\n (c) 20,000,000 share of Class B Common Stock, $.001 par value per share,\nof which 3,649,180 shares were outstanding as of April 1, 1999.\n\n 4.7 BROKER'S OR CONSULTANT'S FEES. Purchaser represents and warrants that\nit has dealt with no broker, finder or consultant in connection with any of the\ntransactions contemplated by this Agreement, and no Person claiming through\nPurchaser is entitled to any commission, broker's or finder's fee in connection\nwith the sale of the Purchased Assets to Purchaser.\n\n 4.8 REPORTS AND FINANCIAL STATEMENTS. Purchaser has filed all reports\nrequired to be filed with the SEC pursuant to the Exchange Act (such reports\ntogether with all registration statements, prospectuses and information\nstatements filed by Purchaser being hereinafter collectively referred to as the\n\"Purchaser SEC Reports\"), and has previously furnished the Representative with\ntrue and complete copies of all such Purchaser SEC Reports filed during the last\nthree (3) fiscal years. As of their respective dates, all such Purchaser SEC\nReports complied as to form in all material respects with the applicable\nrequirements of the Securities Act. Each of the balance sheets (including the\nrelated notes) included in the Purchaser SEC Reports fairly presents the\nfinancial position of \n\n -19-\n\n 25\nPurchaser as of the respective dates thereof, and the other related statements\n(including the related notes) included therein fairly present the results of\noperations and the changes in financial position of Purchaser for the respective\nperiods or as of the respective dates set forth therein (subject, where\nappropriate to normal year-end adjustments), all in conformity with GAAP during\nthe periods involved except as otherwise noted therein.\n\n 4.9 ABSENCE OF CERTAIN CHANGES OR EVENTS. Except as set forth in the\nPurchaser SEC Reports, since March 31, 1999, Purchaser has not: (a) suffered any\nchange which had or would have a material adverse effect on the financial\ncondition of Purchaser or (b) conducted its business and operations other than\nin the ordinary course of business and consistent with past practices.\n\n 4.10 DISCLOSURE. None of the representations and warranties made by\nPurchaser in this Agreement contains or will contain any untrue statement of a\nmaterial fact, or omits any material fact the omission of which would make the\nstatements made herein misleading.\n\n\n ARTICLE V\n COVENANTS\n\n Each Stockholder, Seller and Purchaser covenant and agree that:\n\n 5.1 NON-TRANSFERRABLE CONTRACTS.\n\n (a) Seller shall use all commercially reasonable efforts to obtain and\ndeliver to Purchaser such consents as are required to allow the assignment by\nSeller to Purchaser of Seller's right, title and interest in, to and under any\nContract included in the Purchased Assets. To the extent any such Contract is\nnot assigned or if such assignment or attempted assignment would constitute a\nbreach thereof or a violation of any Law or Order, this Agreement shall not\nconstitute an assignment or an attempted assignment of such Contract.\n\n (b) To the extent that such consents and waivers are not obtained by\nSeller, this Agreement, to the extent permitted by law, shall constitute an\nequitable assignment by the Seller to Purchaser of all of Seller's rights,\nbenefits, title and interest in and to such Material Contracts, and Purchaser\nshall be deemed to be the Seller's agent for the purpose of completing,\nfulfilling and discharging all of the Seller's rights and liabilities arising\nafter the date hereof under such Material Contracts.\n\n 5.2 GENERAL RESTRICTIONS ON TRANSFER. (a) In no event will Seller or any\nStockholder sell, transfer, assign, pledge, hypothecate or otherwise dispose of\n(\"Transfer\") all or any portion of the Purchaser Shares prior to April 23, 2000.\nDuring the twelve month period beginning on April 24, 2000, Seller or any\nStockholder shall be permitted to Transfer not more than one-half of the\nPurchaser Shares received by Seller or any Stockholder. Thereafter, Seller and\neach Stockholder shall be permitted to Transfer the remaining Purchaser Shares\nat any time after (but not before) the second anniversary of the date hereof.\n\n -20-\n\n 26\n (b) Purchaser shall not be required to reflect on its books any purported\nTransfer in violation of any of the provisions set forth in this Section 5.2, to\ntreat any purported transferee of such Purchaser Shares as a record owner of\nsuch Purchaser Shares, or (iii) to afford such purported transferee any right to\nvote, or to receive dividends in respect of, such Purchaser Shares.\n\n (c) Notwithstanding the foregoing provisions, each Stockholder may\nTransfer the Purchaser Shares to a spouse, a lineal ancestor or descendant, or\nadopted child, of such Stockholder, or a trust for the primary benefit of any of\nsuch Stockholder or the foregoing, provided, that the transferee of such\nPurchaser Shares shall agree to be bound by the limitations set forth in this\nSection 5.2.\n\n 5.3 NAME CHANGE; D\/B\/A NAMES. Seller shall take or cause to be taken all\nnecessary action in order to change its corporate name to a name reasonably\napproved by Purchaser shall have effected such name change by filing an\namendment to its Articles of Incorporation with the Illinois Secretary of State\nwithin fourteen (14) days hereafter. Seller shall execute and deliver such\nconsents, waivers and other documents as are necessary or, in Purchaser's\ndetermination, advisable in order for Purchaser to use the corporate name\n\"Omnitech\", any derivation of any such name or any other name associated with\nor relating to the Business.\n\n 5.4 CHANGE OF CONTROL. Effective immediately upon a Change of Control,\n(i) Purchaser's obligations under the Promissory Note and the Earn-Out\nCalculation shall become due and payable without any further action on the part\nof Seller and Purchaser shall pay to Seller (A) the then outstanding principal\namount (together with accrued interest thereon) of the Promissory Note and (B)\nthe maximum amount Seller could have received pursuant to the Earn-Out\nCalculation after the date of the Change of Control; and (ii) the limitations on\nTransfer set forth in Section 5.2 hereof shall be null and void and of no\nfurther force or effect.\n\n For purposes of this Agreement, a \"Change of Control\" shall mean:\n\n (a) individuals who, as of the date hereof, constitute the Board of\nDirectors of Purchaser (the \"Board\") (as of the date hereof, the \"Incumbent\nBoard\") cease for any reason to constitute at least a majority of the Board;\nprovided, however, that any individual becoming a director subsequent to the\ndate hereof whose election, or nomination for election by the Purchaser's\nshareholders, was approved by a vote of at least a majority of the directors\nthen comprising the Incumbent Board shall be considered as though such\nindividual were a member of the Incumbent Board, but excluding, for this\npurpose, any such individual whose initial assumption of office occurs as a\nresult of either an actual or threatened election contest (as such terms are\nused in Rule 14A-11 of Regulation 14A promulgated under the Exchange Act or\nother actual or threatened solicitation of proxies or consents by or on behalf\nof a Person other than the Board); or\n\n (b) approval by the stockholders of Purchaser of a \"Business\nCombination,\" which shall mean a reorganization, merger or consolidation, in\neach case, unless, following such reorganization, merger of consolidation, \n(i) more than 50% of respectively, the then outstanding common shares of the\ncorporation resulting from such reorganization, merger of consolidation and the\ncombined voting power of the then outstanding voting securities of such\ncorporation entitled to vote generally in the \n\n\n\n -21-\n 27\nelection of directors is then beneficially owned, directly or indirectly, by all\nor substantially all of the individuals and entities who were the beneficial\nowners, respectively, of the then outstanding shares of common stock of\nPurchaser (\"Outstanding Company Common Stock\") and the combined voting power\nof the then outstanding voting securities of the Purchaser entitled to vote\ngenerally in the election of directors (the \"Outstanding Company Voting\nSecurities\") immediately prior to such reorganization, merger or consolidation\nof the Outstanding Company Common Shares and Outstanding Company Voting\nSecurities, as the case may be, and (ii) at least a majority of the members of\nthe board of directors of the corporation resulting from such reorganization,\nmerger or consolidation were members of the Incumbent Board at the time of the\nexecution of the initial agreement providing for such reorganization, merger or\nconsolidation; or\n\n (c) approval by the stockholders of Purchaser of (i) a complete\nliquidation or dissolution of Purchaser or (ii) the sale of other disposition of\nall or substantially all of the assets of Purchaser, other than to a\ncorporation, with respect to which following such sale or other disposition, (A)\nmore than 50% of, respectively, the then outstanding common shares of such\ncorporation and the combined voting power of the then outstanding voting\nsecurities of such corporation entitled to vote generally in the election of\ndirectors is then beneficially owned, directly or indirectly, by all or\nsubstantially all of the individuals and entities who were the beneficial\nowners, respectively, of the Outstanding Company Common Shares and Outstanding\nCompany Voting Securities immediately prior to such sale or other disposition in\nsubstantially the same proportion as their ownership, immediately prior to such\nsale or other disposition, of the Outstanding Company Common Shares and\nOutstanding Company Voting Securities, as the case may be, and (B) at least a\nmajority of the members of the board of directors of such corporation were\nmembers of the Incumbent Board at the time of the execution of the initial\nagreement or action of the Board providing for such sale or other disposition of\nassets of the Company.\n\n For purposes of the foregoing definition of \"Change of Control,\" a\n\"subsidiary\" of Purchaser shall mean any corporation in which Purchaser,\ndirectly or indirectly, holds a majority of the voting power of such\ncorporation's outstanding shares of capital stock.\n\n 5.5 INTERNAL REVENUE FORMS. Each of Seller and Purchaser agree that, in\naccordance with the \"Alternative Procedure\" provided in Section 5 of Revenue\nProcedure 96-60, 1990-2 Internal Revenue Bulletin 399, with respect to filing\nand furnishing Internal Revenue Service Forms W-2, W-3 and 941, (i) each of\nSeller and Purchaser shall report on a 'predecessor successor' basis as set\nforth herein, (ii) Seller shall be relieved from furnishing Forms W-2 to the\nemployees of Seller to whom Seller would have been obligated to furnish such\nForms to for the full 1999 calendar year, and (iii) Purchaser will assume the\nobligation of Seller to furnish such Forms to such employees for the full 1999\ncalendar year.\n\n 5.6 MISCELLANEOUS ACTIONS.\n\n (a) Immediately following the Closing, Purchaser shall pay to Seller in\ncash the full aggregate amount set forth on Schedule 2.7 and Seller shall use\nsuch payments to promptly satisfy the obligations described thereon;\n\n -22-\n 28\n (b) Concurrent with the Closing, Purchaser shall pay to Seller an\naggregate amount equal to Seller's payroll obligations for the period beginning\non April 1, 1999 and ending April 30, 1999 and Seller shall use such payments to\nsatisfy such payroll obligations in full;\n\n (c) No later than ten (10) days after the Closing, Seller shall cause\nPurchaser to be named as an \"additional insured\" on each of its existing\npolicies of insurance; and\n\n (d) No later than fifteen (15) days after Closing, Seller shall cause to\nbe delivered to Purchaser a cash flow statement for the year ended December 31,\n1998 and for the period beginning January 1, 1999 and ending March 31, 1999.\n\n\n ARTICLE VI\n CLOSING\n\n 6.1 TIME AND PLACE. The Closing shall take place at 10:00 a.m. (Chicago\ntime) on the date hereof at the offices of Winston & Strawn, 35 West Wacker\nDrive, Chicago, Illinois.\n\n 6.2 CLOSING TRANSACTIONS. All documents and other instruments required to\nbe delivered at the Closing shall be regarded as having been delivered\nsimultaneously, and no document or other instrument shall be regarded as having\nbeen delivered until all have been delivered.\n\n 6.3 DELIVERIES BY SELLER TO PURCHASER. At the Closing, Seller shall\ndeliver or cause to be delivered to Purchaser:\n\n (a) the Bill of Sale and Assignment, the Assumption Agreement and warranty\nbills of sale, lease assignments, contract assignments, vehicle titles and other\ndocuments and instruments of sale, assignment, conveyance and transfer as\nPurchaser may deem necessary or desirable, each as duly executed by Seller;\n\n (b) articles of incorporation of Seller certified by the Secretary of\nState of the State of Illinois as of a date not earlier than five (5) days prior\nto the date hereof;\n\n (c) a certificate of the Secretary or Assistant Secretary of Seller, dated\nas of the date hereof, certifying to (i) the by-laws of Seller, and \n(ii) resolutions of the Board of Directors of Seller approving the execution,\ndelivery and performance of this Agreement and the consummation of the\ntransactions contemplated hereby;\n\n (d) certificates of good standing for Seller from the State of Illinois\nand any state where Seller's failure to be qualified to transact business as a\nforeign corporation would have a material adverse effect on Seller or its\nbusiness or financial condition;\n\n (e) an executed original of each consent required to be obtained pursuant\nto Section 3.16;\n\n (f) an affidavit of the President or a Vice President of Seller stating,\nunder penalty of perjury, Seller's United States taxpayer identification number\nand that Seller is not a foreign person, pursuant to Section 1442(b)(2) of the\nCode;\n\n -23-\n\n\n 29\n (g) all releases necessary to terminate and discharge any Liens on the\nPurchased Assets;\n\n (h) a withholding certificate, in the form of Exhibit G executed by\nSeller;\n\n (i) evidence of the repayment in full of the aggregate amount of all\nloans, if any, due and owing to Seller from any Stockholder or any of Seller's\nAffiliates, employees, officers or directors;\n\n (j) a legal opinion from Ehrenreich Eilenberg Krause & Zivian LLP, special\ncounsel to Seller and the Stockholders, in form and substance satisfactory to\nPurchaser;\n\n (k) evidence of name change by Seller;\n\n (l) the Allocation Agreement executed by Seller;\n\n (m) Employment Agreements substantially in the form of Exhibit H executed\nby each Stockholder (collectively, the \"Employment Agreements\"); and\n\n (n) such other instruments and documents as are: required by any other\nprovisions of this Agreement to be delivered on the date hereof by Seller to\nPurchaser; or reasonably necessary, in the opinion of Purchaser, to effect the\nperformance of this Agreement by Seller and the Stockholders.\n\n 6.4 DELIVERIES BY PURCHASER TO SELLER. At the Closing, Purchaser shall\ndeliver or cause to be delivered to Seller:\n\n (a) (i) the Purchase Price in accordance with Section 2.2, the Promissory\nNote and (iii) certificates representing the Purchaser Shares issued in the name\nof Seller;\n\n (b) each of the Bill of Sale and Assignment and the Assumption Agreement\nduly executed by Purchaser;\n\n (c) a certificate of the Vice President and General Counsel of Purchaser,\ndated as of the date hereof, certifying to (i) the by-laws of Purchaser; and\n(ii) resolutions of the Board of Directors of Purchaser approving the execution,\ndelivery and performance of this Agreement and the consummation of the\ntransactions contemplated hereby;\n\n (d) certification of incorporation of Purchaser certified by the Secretary\nof State of the State of Delaware as of a date not earlier than five (5) days\nprior to the date hereof;\n\n (e) the Allocation Agreement executed by Purchaser;\n\n (f) each of the Employment Agreements executed by Purchaser;\n\n (g) a legal opinion from Winston & Strawn, special counsel to Purchaser,\nin form and substance satisfactory to Seller; and\n\n -24-\n\n\n\n\n 30\n (h) such other instruments and documents as are: (i)required by any other\nprovisions of this Agreement to be delivered on the date hereof by Purchaser to\nSeller; or (ii)reasonably necessary, in the opinion of Seller, to effect the\nperformance of this Agreement by Purchaser.\n\n\n ARTICLE VII\n OTHER AGREEMENTS\n\n 7.1 FURTHER ASSURANCE. At any time and from time to time from and after\nthe date hereof, Seller, Stockholders and Purchaser will, at the request and\nexpense of the other parties hereto, execute, acknowledge and deliver, or cause\nto be executed, acknowledged and delivered, such instruments and other documents\nand perform or cause to be performed such acts and provide such information, as\nmay reasonably be required to evidence or effectuate the sale, conveyance,\ntransfer, assignment and delivery to Purchaser of the Purchased Assets or for\nthe performance by Seller, Stockholders or Purchaser of any of their other\nrespective obligations under this Agreement.\n\n 7.2 CONFIDENTIALITY.\n\n (a) The parties hereto agree with respect to the terms and conditions of\nthis Agreement, including, without limitation, the Purchase Price, and all\ninformation that is furnished or disclosed by the other party (collectively,\n\"Confidential Information\"), that (i)such Confidential Information is\nconfidential and\/or proprietary to the furnishing\/disclosing party and entitled\nto and shall receive treatment as such by the receiving party; (ii)the receiving\nparty will hold in confidence and not disclose nor use (except in respect of the\ntransactions contemplated by this Agreement) any such Confidential Information,\ntreating such Confidential Information with the same degree of care, but not\nless than a reasonable degree of care, and confidentiality as it accords its own\nconfidential and proprietary information; provided, however, that the receiving\nparty shall not have any restrictive obligation with respect to any Confidential\nInformation which (A)is contained in a printed publication available to the\ngeneral public, (B)is or becomes publicly known through no wrongful act or\nomission of the receiving party, (C) is known by the receiving party without any\nproprietary restrictions by the furnishing\/disclosing party at the time of\nreceipt of such Confidential Information, or (D)is legally required to be\ndisclosed, in which case the receiving party shall notify the disclosing party a\nreasonable time prior to disclosure and allow the disclosing party a reasonable\nopportunity to seek appropriate protective measures; and (iii)all such\nConfidential Information furnished to either party by the other, unless\notherwise specified in writing, shall remain the property of the\nfurnishing\/disclosing party, and in the event this Agreement is terminated,\nshall be returned to it, together with any and all copies made thereof, upon\nrequest for such return by it (except for documents submitted to an Authority\nwith the consent of the furnishing\/disclosing party or upon subpoena and which\ncannot be retrieved with reasonable effort).\n\n (b) Each party hereto acknowledges that the remedy at law for any breach\nby either party of its obligations under Section 7.2(a) is inadequate and that\nthe other party shall be entitled to equitable remedies, including an\ninjunction, in the event of breach of any other party.\n\n 31\n\n\n 7.3 EMPLOYMENT MATTERS.\n\n (a) Purchaser shall offer employment to all of the employees of Seller\nengaged full-time or part-time in the conduct of the Business at not less than\ntheir current salary from Seller (and on other terms and conditions\nsubstantially similar to the terms and conditions to which similarly situated\nnon-probationary employees of Purchaser are subject) and Seller shall facilitate\nthe employment of such persons by Purchaser, including termination of the\nemployment of such persons by Seller on the date hereof. Seller shall be\nresponsible for the payment of all compensation and other benefits payable to,\nor accrued in respect of, all such employees for all times prior to the\ntermination of their employment with Seller. Seller shall retain all Liabilities\n(including, without limitation, any severance claims or other causes of action)\nthat relate to or arise out of employment with Seller) that are asserted by any\nemployee or former employee of Seller (including any and all beneficiaries\nthereof) who do not become employees of Purchaser.\n\n (b) All hourly and salaried employees of Seller who accept employment with\nPurchaser and commence such employment after the Closing (the \"Transferred\nEmployees\") will be included in Purchaser's existing employee welfare benefit\nplans and will be subject to Purchaser's existing employment policies, as\napplicable to Purchaser's employees who are similarly situated.\n\n 7.4 EMPLOYEE BENEFITS. (a) Seller shall remain solely responsible for\nLiabilities arising from workers' compensation claims, both medical and\ndisability, or other government-mandated programs which are based on injuries\noccurring prior to the date hereof regardless of when such claims are filed.\nPurchaser shall be solely responsible for such claims of Transferred Employees\nbased on injuries occurring after the date hereof.\n\n (b) Seller shall remain solely responsible for the satisfaction of all\nclaims for medical, dental, life insurance, health, accident, disability or\nother benefits brought by or in respect of Transferred Employees and former\nemployees of Seller under any of Seller's welfare benefit plans where the claims\nwere incurred prior to the date hereof regardless of when such claims are filed.\n\n (c) Seller shall remain solely responsible for all Liabilities in\nconnection with claims for benefits brought by or in respect of all employees\nand former employees of Seller (other than Transferred Employees) under any of\nSeller's welfare benefit plans with respect to medical, dental, life insurance,\nhealth, accident or disability or other benefits, including without limitation\ncontinuation coverage pursuant to Section 4980B of the Code and Part 6 of\nTitle I of ERISA.\n\n 7.5 NON-COMPETITION AGREEMENT.\n\n 7.5.1 In partial consideration for the Purchase Price paid to Seller for\nthe Purchased Assets, for a period of three (3) years from and after the date\nhereof, Seller shall not, directly or indirectly, or as the agent of another\nPerson or through other Persons as an agent:\n\n (a) participate or engage in, directly or indirectly (as an owner,\npartner, employee, officer, director, independent contractor, consultant,\nadvisor or in any other capacity calling for the rendition of services, advice,\nor acts of management, operation or control), any business that is \n\n\n\n -26-\n\n 32\ncompetitive with the Business within any geographic area in which any of the\nRelated Entities does business; provided, however, that Seller may own up to\nfive percent (5%) of any class of securities of a corporation engaged in such a\ncompetitive business if such securities are listed on a national securities\nexchange or registered under the Exchange Act;\n\n (b) solicit any current employee of the Related Entities or any\nindividual who becomes an employee during such period to leave such employment;\nor\n\n (c) seek to divert or dissuade from continuing to do business with or\nentering into business with any of the Related Entities, any supplier, customer\nor other Person that had a business relationship with or with which any Related\nEntity was actively planning or pursuing a business relationship during such\nthree-year period.\n\n 7.5.2 The necessity of protection against the competition of Seller\nagainst Purchaser and the nature and scope of such protection has been carefully\nconsidered by the parties hereto. The parties hereto agree and acknowledge that\nthe duration, scope and geographic areas applicable to the covenant\nnot-to-compete described in this Section 7.5 are fair, reasonable and necessary\nand that adequate compensation has been received by Sellers for such\nobligations. If, however, for any reason any court determines that the\nrestrictions in this Section 7.5 are not reasonable or that consideration is\ninadequate, such restrictions shall be interpreted, modified or rewritten to\ninclude as much of the duration, scope and geographic area identified in this\nSection 7.5 as will render such restrictions valid and enforceable.\n\n 7.5.3 In the event of a breach or threatened breach of this Section 7.5,\nPurchaser shall be entitled, without the posting of a bond, to an injunction\nrestraining such breach. Nothing herein contained shall be construed as\nprohibiting any party from pursuing any other remedy available to it for such\nbreach or threatened breach.\n\n ARTICLE VIII\n INDEMNIFICATION\n\n 8.1 INDEMNIFICATION BY SELLER. Seller and Stockholders, jointly and\nseverally, agree to indemnify, defend and hold harmless Purchaser and all of its\nofficers, directors, shareholders, Affiliates, employees and agents (the\n\"Purchaser Indemnified Persons\") after the Closing from and against any\nAdverse Consequence arising out of or resulting from:\n\n (a) the untruth, inaccuracy or incompleteness as of the date hereof of any\nrepresentation or warranty of Seller or any Stockholder contained in this\nAgreement or Schedules hereto (or in any document, writing, certificate, data or\nfinancial statements delivered or required to be delivered by Seller or any\nStockholder pursuant to this Agreement) (each a \"Purchaser Warranty Claim\") or\nthe failure by any Stockholder or Seller to perform any of his or its covenants\nor obligations hereunder;\n\n\n\n\n\n -27-\n 33\n (b) any brokers' commissions, finders' fees or other like payments\nincurred or alleged to have been incurred by Seller or any Stockholder in\nconnection with the sale of the Shares or the consummation of the transactions\ncontemplated by this Agreement; and \n\n (c) any and all Retained Liabilities of Seller. \n\n 8.2 INDEMNIFICATION BY PURCHASER. Purchaser agrees to indemnify, defend\nand hold harmless Seller, each Stockholder and their respective employees,\nagents and Affiliates after the Closing from and against any Adverse\nConsequences arising out of or resulting from (a) the untruth, inaccuracy or\nincompleteness as of the date hereof of any representation or warranty of\nPurchaser contained in this Agreement (or in any document, writing or\ncertificate delivered by Purchaser under this Agreement) (each a \"Seller\nWarranty Claim\"), (b) the failure by Purchaser to perform any of its covenants\nor obligations hereunder, (c) any brokers' commissions, finders' fees or other\nlike payments incurred or alleged to have been incurred by Purchaser in\nconnection with the sale of the Purchased Assets or the consummation of the\ntransactions contemplated by this Agreement and (d) any and all Purchased Assets\nand Liabilities (other than Retained Liabilities) of Seller. \n\n 8.3 PROCEDURE FOR INDEMNIFICATION. If any Person shall claim\nindemnification (the \"Indemnified Party\") hereunder for any claim other than a\nthird-party claim, the Indemnified Party shall promptly give written notice to\nthe other party from whom indemnification is sought (the \"Indemnifying Party\")\nof the nature and amount of the claim. If an Indemnified Party shall claim\nindemnification hereunder arising from any claim or demand of a third party, the\nIndemnified Party shall promptly give written notice (a \"Third-Party Notice\")\nto the Indemnifying Party of the basis for such claim or demand, setting forth\nthe nature of the claim or demand in detail. The Indemnifying Party shall have\nthe right to compromise or, if appropriate, defend at its own cost and through\ncounsel of its own choosing, any claim or demand set forth in a Third-Party\nNotice giving rise to such claim for indemnification. In the event the\nIndemnifying Party undertakes to compromise or defend any such claim or demand,\nit shall promptly (and in any event, no later than fifteen (15) days after\nreceipt of the Third-Party Notice) notify the Indemnified Party in writing of\nits intention to do so. The Indemnified Party shall fully cooperate with the\nIndemnifying Party and its counsel in the defense or compromise of such claim or\ndemand. After the assumption of the defense by the Indemnifying Party, the\nIndemnified Party shall not be liable for any legal or other expenses\nsubsequently incurred by the Indemnifying Party, in connection with such\ndefense, but the Indemnified Party may participate in such defense at its own\nexpense. No settlement of a third party claim or demand defended by the\nIndemnifying Party shall be made without the written consent of the Indemnified\nParty, such consent not to be unreasonably withheld. The Indemnifying Party\nshall not, except with the written consent of the Indemnified Party, consent to\nthe entry of a judgment or settlement which does not include as an unconditional\nterm thereof, the giving by the claimant or plaintiff to the Indemnified Party\nof an unconditional release from all liability in respect of such third party\nclaim or demand. \n\n 8.4 LIMITATIONS ON INDEMNITY. (a) The indemnities contained in this\nArticle VIII with respect to Purchaser Warranty Claims and Seller Warranty\nClaims shall expire eighteen (18) months following the date hereof, except with\nrespect to claims under Section 3.13 as to which the indemnification obligation\nshall survive until thirty (30) days after the expiration of any applicable \n\n\n\n -28-\n 34\n\nstatute of limitations; provided, that if at the stated expiration of any\nindemnification obligation there shall then be pending any indemnification claim\nby a Person, such Person shall continue to have the right to such\nindemnification with respect to such claim notwithstanding such expiration.\n\n (b) Seller's and Stockholder's maximum aggregate liability to the\nPurchaser Indemnified Persons for indemnification of Purchaser Warranty Claims\npursuant to Section 8.1(a) shall not exceed $7,500,000. \n\n (c) Purchaser's maximum aggregate liability to Seller and Stockholders for\nindemnification of Seller Warranty Claims pursuant to Section 8.2(a) shall not\nexceed $2,500,000. \n\n (d) No Purchaser Indemnified Person shall be entitled to indemnification\npursuant to Section 8.1 for any Purchaser Warranty Claims unless and until the\naggregate Adverse Consequences suffered by all Purchaser Indemnified Persons\ncollectively exceeds $300,000 whereupon the Purchaser Indemnified Persons\nshall be entitled to indemnification hereunder from Seller and Stockholders for\nall Adverse Consequences suffered by Purchaser Indemnified Persons regardless\nof such threshold amount. \n\n (e) Seller and Stockholders shall not be entitled to indemnification\npursuant to Section 8.2 for any Seller Warranty Claims unless and until the\naggregate Adverse Consequences suffered by Seller and Stockholders exceeds\n$50,000, whereupon Seller and Stockholders shall be entitled to indemnification\nhereunder from Purchaser for all Adverse Consequences suffered by Seller and\nStockholders regardless of such threshold amount. \n\n 8.5 PAYMENT. Except for third-party claims and disputes subject\nto arbitration under Section 10.13 being defended in good faith by the\nIndemnifying Party in accordance with Section 8.3, the Indemnifying Party shall\nsatisfy its obligations hereunder within fifteen (15) days after receipt of\nnotice of a claim. \n\n 8.6 SET-OFF. If Seller or any Stockholder fails to make any payment with\nrespect to any indemnification claim in accordance with this Article VIII when\ndue, Purchaser may, in addition to any other rights hereunder, upon seven (7)\ndays notice to Seller, set-off the amount of such claim against any amounts\npayable by Purchaser to Seller under this Agreement, (including, without\nlimitation, payments to be made pursuant to the Promissory Note and Section 2.4\nhereof). Notwithstanding anything in this Article VIII to the contrary,\nPurchaser and Seller each agrees that (i) any claim for indemnification by\nPurchaser shall be charged first against any amounts owing to Seller under the\nPromissory Note, in the inverse order of the installments owing thereunder, (ii)\nany additional amounts shall then be charged against any payments which may\nbecome owing to Seller pursuant to Section 2.3, and (iii) in no event shall\nPurchaser have any right of set-off or deduction against any compensation in\nwhatever form paid to any of the Stockholders in their capacities as employees\nor officers of, or consultants, to, Purchaser or any Affiliate thereof on\naccount of any indemnification obligation owing to Purchaser by the Seller or\nany Stockholder hereunder. \n\n -29-\n 35\n ARTICLE IX\n SELLER'S REPRESENTATIVE\n \n 9.1 APPOINTMENT. Seller hereby irrevocably makes, constitutes and\nappoints Joel D. Krauss as representative on behalf of Seller and Stockholders\n(the \"Representative\") for all purposes under this Agreement. In the event of\nthe death, resignation or incapacity of the Representative, Seller shall\npromptly designate another individual to act as their representative under this\nAgreement so that at all times there will be a Representative with the\nauthority provided in this Article IX. Such successor Representative shall be\ndesignated by Seller by an instrument in writing signed by Seller (or its\nsuccessors in interest), and such appointment shall become effective as to the\nsuccessor Representative when such instrument shall have been delivered to him\nor her and a copy thereof delivered to Purchaser. \n\n 9.2 AUTHORIZATION. Seller and each Stockholder hereby authorizes the\nRepresentative, on their behalf and in its or his name, to: \n\n (a) receive all notices or documents given or to be given to Seller or\nStockholders by the Purchaser pursuant hereto or in connection herewith and\nto receive and accept service of legal process in connection with any suit or\nproceeding arising under this Agreement. The Representative shall make a good\nfaith reasonable effort to forward a copy of such notice of process to Seller\nand each Stockholder; \n\n (b) deliver at the Closing the Purchased Assets in exchange for the\nconsideration payable with respect to such Purchased Assets; \n\n (c) upon confirmation of the receipt of wire transfers or certified or\nofficial bank check, sign and deliver to Purchaser at the Closing a receipt for\nSeller's consideration; \n\n (d) deliver to Purchaser at the Closing all certificates and documents\nto be delivered to Purchaser by Seller pursuant to this Agreement, together with\nany other certificates and documents executed by Seller and deposited with the\nRepresentative for such purpose; \n\n (e) engage counsel, and such accountants and other advisors for Seller and\nincur such other expenses on behalf of Seller in connection with this Agreement\nand the transactions contemplated hereby as the Representative may deem\nappropriate; and \n\n (f) take such action on behalf of Seller as the Representative may deem\nappropriate in respect of: \n\n (i) waiving any inaccuracies in the representations or warranties\n of Purchaser contained in this Agreement or in any document delivered by\n Purchaser pursuant hereto; \n\n (ii) taking such other action as the Representative is authorized to\n take under this Agreement including, without limitation, Section 2.3;\n\n -30-\n\n\n 36\n (iii) receiving all documents or certificates and making all\n determinations, on behalf of Seller, required under this Agreement;\n\n (iv) all such other matters as the Representative may deem necessary\n or appropriate to consummate this Agreement and the transactions\n contemplated hereby; and \n\n (v) taking all such action as may be necessary after the date hereof\n to carry out any of the transactions contemplated by this Agreement. \n\n 9.3 IRREVOCABLE APPOINTMENT. The appointment of the Representative\nhereunder is irrevocable and any action taken by the Representative pursuant to\nthe authority granted in this Article IX shall be effective and absolutely\nbinding on Seller and each Stockholder notwithstanding any contrary action of,\nor direction from, Seller or a Stockholder, except for actions taken by the\nRepresentative which are in bad faith or grossly negligent. The death or\nincapacity of a Stockholder shall not terminate the prior authority and agency\nof the Representative. \n\n 9.4 RESIGNATION. The Representative may resign at any time by giving\nnotice to Seller, and such resignation shall be effective upon the appointment\nand qualification of a successor. The Representative may be discharged, and\nreplaced by another person to act as his or her successor, by an instrument in\nwriting signed by Seller (or its successors in interest) or Stockholders\nholding a majority of the Purchaser Shares at the time of determination.\n\n 9.5 PURCHASER'S RELIANCE. Purchaser shall not be obliged to inquire into\nthe authority of the Representative, and Purchaser shall be fully protected in\ndealing with the Representative in good faith. \n\n 9.6 EXCULPATION AND INDEMNIFICATION. In performing any of his or her\nduties as Representative under this Agreement, the Representative shall not\nincur any Liability to any Person, except for Liability caused by the\nRepresentative's willful misconduct or gross negligence. Accordingly, the\nRepresentative shall not incur any such Liability for (i) any action that is\ntaken or omitted in good faith regarding any questions relating to the duties\nand responsibilities of the Representative under this Agreement, or (ii) any\naction taken or omitted to be taken in reliance upon any instrument that the\nRepresentative shall in good faith believe to be genuine, to have been signed or\ndelivered by a proper person or persons and to conform with the provisions of\nthis Agreement. \n\n (b) Stockholders, jointly and severally, shall indemnify, defend and hold\nharmless the Representative against, from and in respect of any Adverse\nConsequence arising out of or resulting from the performance of his or her\nduties hereunder or in connection with this Agreement (except for Liabilities\narising from the gross negligence or willful misconduct of the Representative).\n\n ARTICLE X\n MISCELLANEOUS PROVISIONS\n\n 10.1 POST-CLOSING DELIVERIES. After the Closing, any monies, checks,\ninstruments, invoices, bills, receipts, notices, mail and other communications\nreceived by one party but directed \n\n -31-\n 37\ntoward or due to another shall be promptly delivered to the other party. Seller\nshall cooperate with Purchaser after the Closing to ensure the orderly\ntransition of the operation of the Purchased Assets from Seller to Purchaser.\n\n 10.2 NOTICES. All notices or other communications required or permitted\nby this Agreement shall be in writing and shall be deemed to have been duly\nreceived (a) if given by telecopier, when transmitted and the appropriate\ntelephonic confirmation received if transmitted on a business day and during\nnormal business hours of the recipient, and otherwise on the next business day\nfollowing transmission, (b) if given by certified or registered mail, return\nreceipt requested, postage prepaid, three business days after being deposited in\nthe U.S. mails and (c) if given by courier or other means, when received or\npersonally delivered, and, in any such case, addressed as follows:\n\n (i) if to Purchaser:\n\n Diamond Technology Partners Incorporated\n John Hancock Center\n 875 North Michigan Avenue, Suite 3000\n Chicago, Illinois 60611\n Attention: Nancy K. Bellis, Vice President and General Counsel\n Facsimile: (312)-255-5820\n\n with a copy to:\n \n Winston & Strawn\n 35 West Wacker Drive\n Chicago, Illinois 60601\n Attention: Leland E. Hutchinson\n Facsimile: (312) 558-5700\n\n\n (ii) if to Seller or Representative:\n\n Joel D. Krauss\n 431 West Oakdale, Apt. 4D\n Chicago, IL 60657\n\n with a copy to:\n\n John E. Campbell & Associates, Ltd.\n 1801-H North Mill Street\n Naperville, Illinois 60653\n Attention: David Campbell\n Facsimile: (630) 420-1918\n\n -32-\n\n\n\n\n 38\nor to such other addresses as may be specified by any such Person to the other\nPerson pursuant to notice given by such Person in accordance with the provisions\nof this Section 10.2.\n\n 10.3 ASSIGNMENT. No party may assign or transfer any or all of its\nrights or obligations under this Agreement without the prior written approval of\nall the other parties; provided, however, that Purchaser may assign or transfer\nall (but not less than all) of its rights and obligations under this Agreement\nto any Person that is wholly-owned, directly or indirectly, by Purchaser;\nprovided, further, Seller may transfer all or any portion of its interest in the\nPurchaser Shares or the Promissory Note to any Stockholder.\n\n 10.4 BENEFIT OF THE AGREEMENT. This Agreement shall be binding upon and\ninure to the benefit of the parties hereto and their respective successors and\npermitted assigns. This Agreement shall not be construed so as to confer any\nright or benefit upon any Person, other than the parties hereto and their\nrespective successors and permitted assigns.\n\n 10.5 EXHIBITS AND SCHEDULES. The Exhibits and Schedules hereto shall be\nconstrued with and as an integral part of this Agreement to the same effect as\nif the contents thereof had been set forth verbatim herein.\n\n 10.6 HEADINGS. The headings used in this Agreement are for convenience\nof reference only and shall not be deemed to limit, characterize or in any way\naffect the interpretation of any provision of this Agreement.\n\n 10.7 ENTIRE AGREEMENT. This Agreement contains the entire agreement and\nunderstanding of the parties with respect to the subject matter hereof, and no\nother representations, promises, agreements or understandings regarding the\nsubject matter hereof shall be of any force or effect unless in writing,\nexecuted by the party to be bound thereby and dated on or after the date hereof.\n\n 10.8 MODIFICATIONS AND WAIVERS. No change, modification or waiver of\nany provision of this Agreement shall be valid or binding unless it is in\nwriting, dated subsequent to the date hereof and signed by Purchaser and Seller.\nNo waiver of any breach, term or condition of this Agreement by any party shall\nconstitute a subsequent waiver of the same or any other breach, term or\ncondition.\n\n 10.9 COUNTERPARTS. This Agreement may be executed in counterparts, each\nof which shall be deemed an original, but all of which together shall constitute\none and the same instrument.\n\n 10.10 SEVERABILITY. In case any one or more of the provisions contained\nherein for any reason shall be held to be invalid, illegal or unenforceable in\nany respect, such invalidity, illegality or unenforceability shall not affect\nany other provision of this Agreement, but this Agreement shall be construed as\nif such invalid, illegal or unenforceable provision or provisions had never been\ncontained herein.\n\n 10.11 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN\nACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS WITHOUT REGARD TO THE\nCONFLICT OF LAWS PROVISIONS THEREOF.\n\n\n\n\n -33\n-\n 39\n\n\n 10.12 EXPENSES. Except as otherwise expressly provided herein, each\nparty hereto shall pay all of its own costs and expenses incurred or to be\nincurred in negotiating and preparing this Agreement and in closing and carrying\nout the transactions contemplated by this Agreement.\n\n 10.13 ARBITRATION. Any dispute among the parties in connection with or\narising with respect to any provision of this Agreement shall be subject to\nbinding arbitration in Chicago, Illinois. To commence arbitration, one of the\nPurchaser, Seller or the Representative, as the case may be, shall deliver\nwritten notice of dispute and written demand for arbitration to the other\nparties. Purchaser, Seller and the Representative shall, within thirty (30) days\nof delivery of such notice, mutually agree in writing to an independent\narbitrator. If the parties are unable to agree by the thirtieth day after\ndelivery of notice, the party demanding arbitration shall request the American\nArbitration Association to appoint an arbitrator located in Chicago, Illinois.\nThe arbitration shall be conducted according to the rules of the American\nArbitration Association within the following guidelines:\n\n (a) each party shall present its case in writing to the arbitrator\nwithin sixty (60) days of the appointment of the arbitrator. There shall be one\nreply brief submitted by each party;\n\n (b) each party shall be allowed a maximum of two days to make its\npresentations to the arbitrator;\n\n (c) the decision of the arbitrator shall be in writing and final and\nbinding on the parties, and may be entered and enforced by any court of\ncompetent jurisdiction; and\n\n (d) each party shall bear its own expenses in connection with the\narbitration.\n\n 40\n\n\n IN WITNESS WHEREOF, the parties hereto have executed this Asset Purchase\nAgreement as of the date first written above.\n\n<\/pre>\n
\n
\nPURCHASER: DIAMOND TECHNOLOGY
\n PARTNERS INCORPORATED<\/p>\n By:___________________________<\/p>\n
Name:_________________________<\/p>\n
Title:________________________<\/p>\n
SELLER: OMNITECH CONSULTING GROUP, INC.<\/p>\n
By:___________________________<\/p>\n
Name:_________________________<\/p>\n
Title:________________________<\/p>\n
STOCKHOLDERS:<\/p>\n
___________________________ ______________________________
\nMatthew Adlai-Gail Edward G. Arnold<\/p>\n
___________________________ ______________________________
\nFredrick A. Belmont John A. Faier<\/p>\n
___________________________ ______________________________
\nMichael R. Hoffman Joel D. Krauss<\/p>\n
___________________________ ______________________________
\nMichael C. Krauss Edward W. Miller<\/p>\n
<\/c><\/s><\/table>\n
41<\/p>\n
EXHIBIT A
\n FORM OF ASSUMPTION AGREEMENT<\/p>\n
42<\/p>\n
EXHIBIT B
\n FORM OF BILL OF SALE AND ASSIGNMENT<\/p>\n
43<\/p>\n
EXHIBIT C
\n FORM OF PROMISSORY NOTE<\/p>\n
44<\/p>\n
EXHIBIT D
\n EARN-OUT FORMULA<\/p>\n
45<\/p>\n
EXHIBIT E
\n ALLOCATION OF PURCHASE PRICE<\/p>\n
Seller and Purchaser hereby agree to allocate the tax basis of the
\nPurchased Assets and assumed Liabilities as follows:<\/p>\n
(1) equipment and other fixed assets will be reflected at their net book
\n value as set forth on the audited Closing Balance Sheet; and<\/p>\n
(2) all other Purchased Assets and assumed Liabilities will be reflected
\n at their respective balance as set forth on the audited Closing
\n Balance Sheet; and<\/p>\n
(3) any excess will be allocated to goodwill.<\/p>\n
\n
\nPURCHASER: DIAMOND TECHNOLOGY
\n PARTNERS INCORPORATED<\/p>\n By:____________________________<\/p>\n
Name:__________________________<\/p>\n
Title:_________________________<\/p>\n
SELLER: OMNITECH CONSULTING GROUP, INC.<\/p>\n
By:____________________________<\/p>\n
Name:__________________________<\/p>\n
Title:_________________________<\/p>\n
<\/c><\/s><\/table>\n
46<\/p>\n
EXHIBIT F
\n FORM OF WITHHOLDING CERTIFICATE<\/p>\n
I, ________________ , on behalf of Omnitech Consulting Group, Inc. (the
\n“Company”) hereby certify as to the following:<\/p>\n
1. This Company is not a nonresident alien for purposes of U.S. income
\n taxation;<\/p>\n
2. The Company’s U.S. taxpayer identification number is ________________;
\n and<\/p>\n
3. The Company’s address is<\/p>\n
_________________________<\/p>\n
_________________________<\/p>\n
I understand that this certification may be disclosed to the Internal
\n Revenue Service.<\/p>\n
Under penalties of perjury I declare that I have examined this
\ncertification and to the best of my knowledge and belief it is true, correct and
\ncomplete.<\/p>\n
OMNITECH CONSULTING GROUP, INC.<\/p>\n
By:___________________________<\/p>\n
Name:_________________________<\/p>\n
Title:________________________<\/p>\n
Date April 23, 1999<\/p>\n
47<\/p>\n
EXHIBIT G
\n FORM OF EMPLOYMENT AGREEMENT<\/p>\n
48<\/p>\n
SCHEDULE 2.7<\/p>\n
LIABILITIES ASSUMED<\/p>\n
\n
\n1998 Bonus Pool B as of 4\/23\/99………………… $ 247,350
\n1998 Bonus Pool C as of 4\/23\/99………………… 350,000
\n1998 Profit Sharing Pool (Pool D) as of 4\/23\/99….. 440,011
\n1998 Bonus Pool E as of 4\/23\/99………………… 759,788
\n1999 Profit Sharing and Bonus Pool as of 3\/31\/99…. 325,500
\n1999 Net Income Bonus Pool as of 3\/31\/99………… 104,584
\n ———
\n 2,227,233
\n =========
\n<\/c><\/s><\/table>\n 49<\/p>\n
LIST OF EXHIBITS AND SCHEDULES<\/p>\n
The following is a list identifying all omitted exhibits and schedules to
\nthe Agreement. Registrant agrees to furnish supplementally to the Commission
\nupon request a copy of any omitted exhibits or schedules.<\/p>\n
\n\nEXHIBITS DESCRIPTION
\n——– ———–
\n
\nExhibit A Form of Assumption Agreement
\nExhibit B Form of Bill of Sale and Assignment
\nExhibit C Form of Promissory Note
\nExhibit D Earn-out Calculation
\nExhibit E Allocation of Purchase Price
\nExhibit F Form of Withholding Certificate
\nExhibit G Form of Employment Agreement<\/p>\nSCHEDULES
\n———
\nSchedule 1.2 Retained Assets
\nSchedule 2.7 Liabilities Assumed
\nSchedule 3.1 Corporate Status; Authority of Seller
\nSchedule 3.3 Intellectual Property
\nSchedule 3.7 Personnel Identification and Compensation
\nSchedule 3.11 Certain Transactions
\nSchedule 3.12 Employee Benefit Matters
\nSchedule 3.13(i) Taxes
\nSchedule 3.14 Title to Assets
\nSchedule 3.16 Consents
\nSchedule 3.17 Licenses and Permits
\nSchedule 3.18 Insurance
\nSchedule 3.19 Financial Statements
\nSchedule 3.20 Undisclosed Liabilities
\nSchedule 3.21 Conduct of Business Since Reference Balance Sheet
\nSchedule 3.22 Brokers or Consultants Fees
\nSchedule 3.23 Banking Arrangements
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