{"id":43432,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/interest-purchase-agreement-navigant-international-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"interest-purchase-agreement-navigant-international-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/interest-purchase-agreement-navigant-international-inc.html","title":{"rendered":"Interest Purchase Agreement &#8211; Navigant International Inc., Professional Travel Corp. and Atlas Travel Services Ltd."},"content":{"rendered":"<pre>                          INTEREST PURCHASE AGREEMENT\n\n                                 BY AND AMONG\n\n                         NAVIGANT INTERNATIONAL, INC.\n\n                        PROFESSIONAL TRAVEL CORPORATION\n\n                          ATLAS TRAVEL SERVICES, LTD.\n\n                                      AND\n\n                       THE INTERESTHOLDERS NAMED HEREIN\n\n\n                      MADE EFFECTIVE AS OF JULY 24, 1998\n\n \n                                  TABLE OF CONTENTS\n\n                                                            Page\n                                                            ----\n\n1.   THE ACQUISITION.........................................1\n \n     1.1  The Purchase and Sale..............................1\n     1.2  Consideration......................................1\n     1.3  Post-Closing Adjustment............................2\n     1.4  Revenues Adjustment................................4\n     1.5  Escrow Fund........................................5\n     1.6  Exchange of Certificates...........................6\n     1.7  Interestholders' Representative....................6\n     1.8  Accounting Terms...................................7\n\n2.   CLOSING.................................................7\n\n3.   REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE \n     INTERESTHOLDERS.........................................7\n \n     3.1  Due Organization...................................7\n     3.2  Authorization; Validity............................8\n     3.3  No Conflicts.......................................8\n     3.4  Capital Structure of the Company and its \n          Subsidiaries.......................................9\n     3.5  Transactions in Membership Interests; Accounting \n          Treatment..........................................9\n     3.6  No Bonus Membership Interests.....................10\n     3.7  Subsidiaries, Stock, and Notes....................10\n     3.8  Complete Copies of Materials......................10\n     3.9  Company Financial Conditions......................10\n     3.10 Financial Statements..............................11\n     3.11 Liabilities and Obligations.......................11\n     3.12 Books and Records.................................12\n     3.13 Bank Accounts; Powers of Attorney.................12\n     3.14 Accounts and Notes Receivable.....................13\n     3.15 Permits...........................................13\n     3.16 Real Property.....................................13\n     3.17 Personal Property.................................16\n     3.18 Intellectual Property.............................16\n     3.19 Significant Customers; Material Contracts and \n          Commitments.......................................18\n     3.20 Government Contracts..............................20\n     3.21 Inventory.........................................21\n     3.22 Insurance.........................................21\n     3.23 Environmental Matters.............................21\n     3.24 Labor and Employment Matters......................23\n     3.25 Employee Benefit Plans............................24\n\n \n     3.26  Taxes............................................28\n     3.27  Conformity with Law; Litigation..................30\n     3.28  Relations with Governments.......................31\n     3.29  Absence of Claims Against Company................31\n     3.30  Absence of Changes...............................31\n     3.31  Disclosure.......................................33\n     3.32  Predecessor Status; Etc..........................34\n     3.33  Required Governmental Filings and Consents.......34\n     3.34  ARC Accreditation and Bonding Requirements.......34\n\n4.   REPRESENTATIONS OF NAVIGANT AND PTC....................34\n\n     4.1  Due Organization..................................34\n     4.2  Authorization; Validity of Obligations............35\n     4.3  No Conflicts......................................35\n\n5.   COVENANTS..............................................36\n \n     5.1  Tax Matters.......................................36\n     5.2  Guaranteed Payment................................37\n     5.3  Accounts Receivable...............................37\n     5.4  [Intentionally Deleted]...........................38\n     5.5  Employee Benefit Plans............................38\n     5.6  Related Party Agreements..........................38\n     5.7  Cooperation.......................................38\n     5.8  Confidentiality...................................39\n     5.9  Consents..........................................39\n     5.10 Soft Dollars......................................39\n     5.11 Travel Tech Relationships.........................39\n\n6.   CONDITIONS PRECEDENT TO OBLIGATIONS OF NAVIGANT AND \n     PTC....................................................39\n\n     6.1  Representations and Warranties; Performance of \n          Obligations.......................................39\n     6.2  No Litigation.....................................40\n     6.3  No Material Adverse Change........................40\n     6.4  Consents and Approvals............................40\n     6.5  Opinion of Counsel................................40\n     6.6  Organizational Documents..........................40\n     6.7  Opinion of Tax Counsel.  Navigant.................40\n     6.8  [Intentionally Deleted]...........................40\n     6.9  [Intentionally Deleted]...........................41\n     6.10 Delivery of Closing Financial Certificate.........41\n     6.11 [Intentionally Deleted]...........................42\n     6.12 Employment Agreements.............................42\n     6.13 Escrow Agreement..................................42\n\n \n     6.14  Due Diligence Review.............................42\n\n7.   CONDITIONS PRECEDENT TO OBLIGATIONS OF THE \n     INTERESTHOLDERS AND THE COMPANY........................42\n\n     7.1  Representations and Warranties; Performance of \n          Obligations.......................................42\n     7.2  No Litigation.....................................42\n     7.3  Consents and Approvals............................43\n     7.4  Employment Agreements.............................43\n\n8.   INDEMNIFICATION........................................43\n \n     8.1  General Indemnification by the Interestholders....43\n     8.2  Limitation and Expiration.........................44\n     8.3  Indemnification Procedures........................45\n     8.4  Claims Against the Escrow Fund....................47\n     8.5  Survival of Representations Warranties and \n          Covenants.........................................47\n     8.6  Remedies Cumulative...............................47\n     8.7  [Intentionally Deleted]...........................47\n     8.8  Arbitration.......................................47\n\n9.   NONCOMPETITION.........................................48\n\n     9.1  Prohibited Activities.............................48\n     9.2  Confidentiality...................................49\n     9.3  Damages...........................................50\n     9.4  Reasonable Restraint..............................50\n     9.5  Severability; Reformation.........................50\n     9.6  Independent Covenant..............................50\n     9.7  Materiality.......................................51\n \n10.  GENERAL................................................51\n \n     10.1  Successors and Assigns...........................51\n     10.2  Entire Agreement; Amendment; Waiver..............51\n     10.3  Counterparts.....................................51\n     10.4  Brokers and Agents...............................51\n     10.5  Expenses.........................................51\n     10.6  Specific Performance; Remedies...................52\n     10.7  Notices..........................................52\n     10.8  Governing Law....................................53\n     10.9  Severability.....................................54\n     10.10 Absence of Third Party Beneficiary Rights........54\n     10.11 Mutual Drafting..................................54\n     10.12 Further Representations..........................54\n \n\n \n                          INTEREST PURCHASE AGREEMENT\n\n\n     THIS INTEREST PURCHASE AGREEMENT (the \"Agreement\") is made and entered into\nthis 24th day of July, 1998, by and among Navigant International Inc., a\nDelaware corporation (\"Navigant\"), Professional Travel Corporation., a Colorado\ncorporation and a wholly-owned subsidiary of Navigant (\"PTC\"), Atlas Travel\nServices, Ltd., a Texas limited liability company (the \"Company\"), and Ariel\nLeibovitz, Doreen N. Leibovitz and Gary Pearce (each an  \"Interestholder\" and\ncollectively, the \"Interestholders\").\n\n                                  BACKGROUND\n\n     A.  PTC desires to acquire and the Interestholders desire to sell, all of\nthe outstanding membership interests of the Company (the \"Acquisition\").\n\n     NOW, THEREFORE, in consideration of the premises and of the\nrepresentations, warranties, covenants and agreements herein contained, the\nparties hereto, intending to be legally bound, agree as follows:\n\n1.  THE ACQUISITION\n    ---------------\n\n     1.1  The Purchase and Sale.    At the Closing (as defined in Section 2) and\n          ---------------------                                                 \nsubject to and upon the terms and conditions of this Agreement, the\nInterestholders agree to sell and deliver to PTC and PTC agrees to purchase from\nthe Interestholders all of the outstanding membership interests of the Company\n(the \"Company Interests\"), free and clear of all Liens (as defined in Section\n3.4).\n\n     1.2  Consideration\n          -------------\n\n          (a) For purposes of this Agreement, the \"Consideration\" shall be equal\nto the dollar amount obtained by the following calculation, as adjusted pursuant\nto Section 1.2, Section 1.3 and Section 1.4:  (i) the product of (A) the\nCompany's consolidated earnings before interest and taxes, adjusted for the\naddition of \"add-backs\" for the applicable period set forth on Schedule 1.2(a)\n(the \"Adjusted EBIT\") for the 12-month period ended June 30, 1998, multiplied by\n*  (B), minus (ii) the principal amount of interest-bearing liabilities owed to\nbanks and current or former members of the Company shown on the Company's\nconsolidated balance sheet as of the Closing Date.  All calculations of the\nAdjusted EBIT for purposes of this Agreement shall include any deduction for\namortization of goodwill relating to the Acquisition.\n\n          (b) The Consideration has been calculated based upon several factors,\nincluding (i) the assumption that the consolidated tangible net worth of the\nCompany, after giving effect to the Guaranteed Payment (as defined in Section\n5.2) and prior to giving effect to the Stock Distribution (as defined in Section\n5.2), is equal to or greater than the greater of  *  or  *  of consolidated net\n\n \nrevenues for the 12-month ended June 30, 1998 (the \"Net Worth Target\") as of the\nClosing, (ii) the assumption that the consolidated revenues from the 24 hour-800\nservice for the 12-month period following the Closing Date (the \"800 Revenues\")\nwill not be less than the consolidated revenues from the 24 hour-800 service for\nthe 12-month period ended June 30, 1998 (the \"Interim 800 Revenues\") and (iii)\nthe assumption that the commissions and fees minus rebates\/revenue share from\nthe Top Ten Customers (as defined in Section 1.4(d)) for the 12-month period\nfollowing the Closing Date (the \"Top Ten Revenues\") will not be less than the\ncommissions and fees minus rebates\/revenue share from the Top Ten Customers for\nthe 12-month period ended June 30, 1998 (the \"Interim Top Ten Revenues\") as a\nresult of the loss of one or more of the Top Ten Customers.\n\n          (c) If on the Closing Financial Certificate (as defined in Section\n6.10), the Certified Closing Net Worth (as defined in Section 6.10(b)) is less\nthan the Net Worth Target, the Consideration to be delivered to the\nInterestholders may, at Navigant's election, be reduced either (i) at the\nClosing, or (ii) after completion of the Post-Closing Net Worth Audit (as\ndefined in Section 1.3(b)), by the difference between the Net Worth Target and\nthe Certified Closing Net Worth set forth on the Closing Financial Certificate.\n\n*  THIS CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE\nSECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES AND\nEXCHANGE ACT OF 1934, AS AMENDED.\n\n     1.3  Post-Closing Adjustment\n          -----------------------\n\n          (a) The Consideration shall be subject to adjustment after the Closing\nDate as specified in this Section 1.3 and Section 1.4.\n\n          (b) Within one hundred twenty (120) days following the Closing Date,\nNavigant shall cause PricewaterhouseCoopers LLP (\"Navigant's Accountant\") to\naudit the Surviving Entity's (as defined below) books to determine the accuracy\nof the information set forth on the Closing Financial Certificate (the \"Post-\nClosing Net Worth Audit\").  The term \"Surviving Entity\" shall mean the Company\nfrom and after the Closing and all successor entities of the Company.  The\nparties acknowledge and agree that for purposes of determining the tangible net\nworth of the Company as of the Closing Date, the value of the assets of the\nCompany shall, except with the prior written consent of Navigant, be calculated\nas provided in Section 6.10.  The Interestholders shall cooperate and shall use\ntheir reasonable efforts to cause the officers and employees of the Company to\ncooperate with Navigant and Navigant's Accountant after the Closing Date in\nfurnishing information, documents, evidence and other assistance to Navigant's\nAccountant to facilitate the completion of the Post-Closing Net Worth Audit\nwithin the time period referred to above.  Without limiting the generality of\nthe foregoing, within two (2) weeks after the Closing, the Interestholders shall\nprovide Navigant's Accountants with the information and\/or documents requested\non the Post-Closing Net Worth Audit Checklist set forth as Schedule 1.3 hereto\nin order to facilitate the completion of the Post-Closing Net Worth Audit by\nNavigant's Accountant within the time period referred to above.  In the event\nthat Navigant's Accountant determines that (i) the actual Company tangible net\nworth as of the \n\n                                      -6-\n\n \nClosing Date was less than the Certified Closing Net Worth, (ii) the actual\nInterim 800 Revenues were different than the Certified Interim 800 Revenues (as\ndefined in Section 6.10(i)) or (iii) the actual Interim Top Ten Revenues were\ndifferent than the Certified Interim Top Ten Revenues (as defined in Section\n6.10(j)), Navigant shall deliver a written notice (the \"First Adjustment\nNotice\") to the Interestholders' Representative, as defined in Section 1.7,\nsetting forth (i) the determination made by Navigant's Accountant of the actual\nCompany tangible net worth (the \"Actual Company Net Worth\"), (ii) the amount of\nthe Consideration that would have been payable at Closing pursuant to Section\n1.2(c) had the Actual Company Net Worth been reflected on the Closing Financial\nCertificate instead of the Certified Closing Net Worth, (iii) the amount by\nwhich the Consideration would have been reduced at Closing had the Actual\nCompany Net Worth been used in the calculations pursuant to Section 1.2(c) (the\n\"Net Worth Consideration Adjustment\"), (iv) the determination made by Navigant's\nAccountant of the actual Interim 800 Revenues (the \"Actual Interim 800\nRevenues\"), and (v) the determination made by Navigant's Accountant of the\nactual Interim Top Ten Revenues (the \"Actual Interim Top Ten Revenues\"). The Net\nWorth Consideration Adjustment shall take account of the reduction, if any, to\nthe Consideration already taken pursuant to Section 1.2(c)(i).\n\n          (c) The Interestholders' Representative, shall have fifteen (15) days\nfrom the receipt of the First Adjustment Notice to notify Navigant if the\nInterestholders dispute such First Adjustment Notice.  If Navigant has not\nreceived notice of such a dispute within such 15-day period, Navigant shall be\nentitled to receive from the Interestholders the Net Worth Consideration\nAdjustment, if any (which must first be from the Escrow Fund as defined in\nSection 1.5). If, however, the Interestholders' Representative has delivered\nnotice of such a dispute to Navigant within such 15-day period, then Navigant's\nAccountant shall select an independent accounting firm of national stature that\nhas not represented any of the parties hereto within the preceding two (2) years\nto review the Surviving Entity's books, Closing Financial Certificate and First\nAdjustment Notice (and related information) to determine the amount, if any, of\nthe Net Worth Consideration Adjustment, the Interim 800 Revenues and the Interim\nTop Ten Revenues.  Such independent accounting firm shall be confirmed by the\nInterestholders' Representative and Navigant within three (3) days of its\nselection, unless there is an actual conflict of interest.  The independent\naccounting firm shall be directed to consider only those agreements, contracts,\ncommitments or other documents (or summaries thereof) that were either (i)\ndelivered or made available to Navigant's Accountant in connection with the\ntransactions contemplated hereby, or (ii) reviewed by Navigant's Accountant\nduring the course of the Post-Closing Net Worth Audit.  The independent\naccounting firm shall make its determination of the Net Worth Consideration\nAdjustment, if any, the Interim 800 Revenues and the Interim Top Ten Revenues\nwithin thirty (30) days of its selection.  The determination of the independent\naccounting firm shall be final and binding on the parties hereto, and upon such\ndetermination, Navigant shall be entitled to receive from the Interestholders\nthe Net Worth Consideration Adjustment (which must first be from the Escrow Fund\nas defined in Section 1.5).  The independent accounting firm's determination of\nthe Interim 800 Revenues shall be deemed to be the \"Actual Interim 800\nRevenues,\" and its determination of the Interim Top Ten Revenues shall be deemed\nthe \"Actual Interim Top Ten Revenues\" for all purposes, including the\ncalculation of the 800 Revenues Deficiency (as defined in Section 1.4(b)) and\nTop Ten Revenues \n\n                                      -7-\n\n \nDeficiency (as defined in Section 1.4(b)), respectively. The costs of the\nindependent accounting firm shall be borne by the party (either Navigant or the\nInterestholders as a group) whose determination of the Company's tangible net\nworth at Closing was further from the determination of the independent\naccounting firm, or equally by Navigant and the Interestholders in the event\nthat the determination by the independent accounting firm is equidistant between\nthe Certified Closing Net Worth and the Actual Company Net Worth.\n\n\n     1.4  Revenues Adjustment.\n          -------------------   \n\n          (a) If at the end of the eleven (11)-month period from the Closing\nDate, there are any funds remaining in the Escrow Fund and Navigant in its sole\ndiscretion based on actual and projected revenues of the Surviving Entity for\nthe twelve (12) month period from the Closing Date determines that it will\nlikely be entitled to a Revenues Adjustment (as defined below), it may make a\nClaim (as defined in Section 8.3) against the Escrow Fund to the extent that\nthere are any such funds in the Escrow Fund up to 115% of Navigant's estimate of\nthe Revenues Adjustment (\"Estimated Revenues Hold-Back\").  Any projections used\nin the determination of such estimated Revenues Adjustment shall be based on\nassumptions of the Surviving Entity's as reasonably determined by Navigant.\n\n          (b) Within thirty (30) days after the date that is twelve (12) months\nfrom the Closing Date, Navigant shall cause Navigant's Accountant to audit (the\n\"Post-Closing Revenues Audit\") the Surviving Entity's books to determine the\nactual 800 Revenues (the \"Actual 800 Revenues\") and the actual Top Ten Revenues\n(the \"Actual Top Ten Revenues\").  In the event that Navigant's Accountant\ndetermines that the Actual 800 Revenues are less than the Actual Interim 800\nRevenues (as previously determined in accordance with Section 1.3) (the \"800\nRevenues Deficiency\") or that the Actual Top Ten Revenues are less than the\nActual Interim Top Ten Revenues (as previously determined in accordance with\nSection 1.3) as a result of the loss of one or more of the Top Ten Customers\n(the \"Top Ten Revenues Deficiency,\" and together with the 800 Revenues\nDeficiency, the \"Revenues Adjustment\"), Navigant shall be entitled to receive as\nan adjustment to the Consideration an amount equal to the lesser of (i) the\nRevenues Adjustment or (ii) an amount equal to (A) 10% of the Consideration\nminus (B) the sum of (x) any post-Closing adjustment to the Consideration under\nSection 1.3 and (y) any indemnification obligations of the Interestholders\npursuant to Article 8 paid or outstanding as of the Release Date (as defined in\nSection 1.5 (b) below) (the \"Revenues Cap\").  As soon as practicable following\nthe completion of the Post-Closing Revenues Audit, Navigant shall deliver a\nwritten notice (the \"Second Adjustment Notice\") to the Interestholders'\nRepresentative.  The Second Adjustment Notice shall set forth the determination\nmade by Navigant's Accountant of (i) the Actual 800 Revenues, (ii) the Actual\nTop Ten Revenues, (iii) the 800 Revenues Deficiency, (iv) the Top Ten Revenues\nDeficiency and (v) the Revenues Adjustment.\n\n          (c) The Interestholders' Representative, shall have fifteen (15) days\nfrom the receipt of the Second Adjustment Notice to notify Navigant if the\nInterestholders dispute the \n\n                                      -8-\n\n \ndetermination of Navigant's Accountant set forth in such Second Adjustment\nNotice. If Navigant has not received notice of such a dispute within such 15-day\nperiod, Navigant shall be entitled to receive from the Interestholders (which\nmust first be from the Escrow Fund) the lesser of (i) the Revenues Adjustment\nand (ii) the Revenues Cap. If, however, the Interestholders' Representative has\ndelivered notice of such a dispute to Navigant within such 15-day period, then\nNavigant's Accountant shall select an independent accounting firm of national\nstature that has not represented any of the parties hereto within the preceding\ntwo (2) years to review the Surviving Entity's books and the Second Adjustment\nNotice (and related information) to determine the amount, if any, of the actual\nRevenues Adjustment. Such independent accounting firm shall be confirmed by the\nInterestholders' Representative and Navigant within three (3) days of its\nselection, unless there is an actual conflict of interest. The independent\naccounting firm shall be directed to consider only those agreements, contracts,\ncommitments or other documents (or summaries thereof) that were either (i)\ndelivered or made available to Navigant's Accountant in connection with the\ntransactions contemplated hereby, or (ii) reviewed by Navigant's Accountant\nduring the course of the Post-Closing Revenues Audit. The independent accounting\nfirm shall make its determination of the actual 800 Revenues, the actual Top Ten\nRevenues, the actual 800 Revenues Deficiency, if any, the actual Top Ten\nRevenues Deficiency, if any, and the actual Revenues Adjustment, if any. The\ndetermination of the actual Revenues Adjustment by the independent accounting\nfirm shall be final and binding on the parties hereto, and upon such\ndetermination, Navigant shall be entitled to receive from the Interestholders\n(which must first be from the Escrow Fund as set forth above) the lesser of (i)\nthe actual Revenues Adjustment as determined by such independent accounting firm\nor (ii) the Revenues Cap. The costs of the independent accounting firm shall be\nborne by the party (either Navigant or the Interestholders as a group) whose\ndetermination of the Revenues Adjustment was further from the determination of\nthe independent accounting firm, or equally by Navigant and the Interestholders\nin the event that the determination by the independent accounting firm is\nequidistant between the determination of the Revenues Adjustment of Navigant's\nAccountant and the determination of the Revenues Adjustment by the\nInterestholders.\n\n          (d) For purposes of Section 1.2 and this Section 1.4, \"Top Ten\nCustomers\" shall mean the ten (10) customers that effected the most purchases,\nin dollar terms, from the Company and its subsidiaries, taken as a whole, during\nthe 12-month period ending June 30, 1998.  Schedule 1.4(d) is a listing of the\nTop Ten Customers.  During the twelve (12)-month period following the Closing\nDate, the Surviving Entity may replace a Top Ten Customer with a new customer,\nreasonably acceptable to Navigant and excluding customers of Navigant and its\nsubsidiaries and affiliates, with comparable amounts of commissions and fees\nminus rebates on an annualized basis.\n\n          (e) Notwithstanding anything to the contrary in the foregoing,\nNavigant shall not be entitled to receive any amounts for a Top Ten Revenues\nDeficiency if all of the Top Ten Customers of the Company immediately prior to\nthe Closing Date remain customers of the Surviving Entity from the Closing Date\nto the date that is one year from the Closing Date,.\n\n     1.5  Escrow Fund\n          -----------\n\n                                      -9-\n\n \n          (a) Upon the Closing, Navigant shall deliver, or shall cause to be\ndelivered, directly to NationsBank, N.A., as escrow agent (the \"Escrow Agent\"),\n10% of the cash comprising the Consideration, as such may be adjusted pursuant\nto Section 1.3 and Section 1.4, to be held in an escrow fund (collectively with\nall interest and earnings thereon, the \"Escrow Fund\") pursuant to the terms set\nforth herein and in the Escrow Agreement (as defined in Section 6.13).\n\n          (b) The Escrow Fund shall be available to satisfy any post-Closing\nadjustment to the Consideration pursuant to Section 1.3 and Section 1.4 and any\nindemnification obligations of the Interestholders pursuant to Article 8 until\nthe date which is one (1) year after the Closing Date (the \"Release Date\").\nPromptly following the Release Date, Navigant shall sign the Release Certificate\n(as defined in the Escrow Agreement) for the release to the Interestholders of\nthe amount remaining in the Escrow Fund on the Release Date less an amount equal\nto (i) the Estimated Revenues Hold-Back, (ii) any pending claim for\nindemnification made by any Indemnified Party (as defined in Article 8), and\n(iii) any indemnification obligations of the Interestholders pursuant to Article\n8.\n\n          (c) As promptly as possible following the final resolution of all\nclaims for indemnification made by a Indemnified Party pending as of the Release\nDate and the final resolution of the Post-Closing Revenues Audit as provided in\nSection 1.4, Navigant and the Interestholders shall deliver to the Escrow Agent\na Release Certificate providing delivery instructions to be followed by the\nEscrow Agent in paying out the remaining Escrow Funds, if any, and terminating\nthe escrow and the Escrow Agreement.\n\n     1.6  Transfer of Interests\n          ---------------------\n\n          (a) Navigant to Provide Consideration.  In exchange for the\n              ---------------------------------                      \noutstanding membership interests of the Company, Navigant shall cause to be made\navailable to the Interestholders, the Consideration, as adjusted pursuant to\nSection 1.2, Section 1.3 and Section 1.4.\n\n          (b) Delivery Requirements.  At the Closing, the Interestholders shall\n              ---------------------                                            \ndeliver any and all documents necessary to convey full title and interest in the\nCompany to PTC.  The Interestholders shall promptly cure any deficiencies with\nrespect to the documents of conveyance.\n\n          (c) No Liability.  Notwithstanding anything to the contrary in this\n              ------------                                                   \nSection 1.6, none of the Surviving Entity or any party hereto shall be liable to\na holder of Company Interests for any amount paid to a public official pursuant\nto any applicable abandoned property, escheat or similar law.\n\n     1.7  Interestholders' Representative  \n          -------------------------------  \n\n          (a) Each holder of Company Interests by signing this Agreement,\ndesignates Ariel Leibovitz or, in the event that Ariel Leibovitz is unable or\nunwilling to serve, Gary Pearce to be the Interestholders' Representative for\npurposes of this Agreement.  The Interestholders shall be bound by any and all\nactions taken by the Interestholders' Representative on their behalf.\n\n                                      -10-\n\n \n          (b) Navigant and PTC shall be entitled to rely upon any communication\nor writings given or executed by the Interestholders' Representative.  All\nnotices to be sent to Interestholders pursuant to this Agreement may be\naddressed to the Interestholders' Representative and any notice so sent shall be\ndeemed notice to all of the Interestholders hereunder.  The Interestholders\nhereby consent and agree that the Interestholders' Representative is authorized\nto accept notice on behalf of the Interestholders pursuant hereto.\n\n          (c) The Interestholders' Representative is hereby appointed and\nconstituted the true and lawful attorney-in-fact of each Interestholder, with\nfull power in his name and on his behalf to act according to the terms of this\nAgreement in the absolute discretion of the Interestholders' Representative; and\nin general to do all things and to perform all acts including, without\nlimitation, executing and delivering all agreements, certificates, receipts,\ninstructions and other instruments contemplated by or deemed advisable in\nconnection with this Agreement.  This power of attorney and all authority hereby\nconferred is granted subject to the interest of the other Interestholders\nhereunder and in consideration of the mutual covenants and agreements made\nherein, and shall be irrevocable and shall not be terminated by any act of any\nInterestholder, by operation of law, whether by such Interestholder's death or\nany other event.\n\n     1.8  Accounting Terms.  Except as otherwise expressly provided herein or\n          ----------------                                                     \nin the Schedules, all accounting terms used in this Agreement shall be\ninterpreted, and all financial statements, Schedules, certificates and reports\nas to financial matters required to be delivered hereunder shall be prepared, in\naccordance with generally accepted accounting principles (\"GAAP\") consistently\napplied.\n\n2.   CLOSING\n     -------\n\n     The consummation of the Acquisition and the other transactions contemplated\nby this Agreement (the \"Closing\") shall take place at the offices of Wilson\nSonsini Goodrich &amp; Rosati, on July 24, 1998, providing that all conditions to\nClosing shall have been satisfied or waived, or at such other time and date as\nNavigant, the Company and the Interestholders may mutually agree, which date\nshall be referred to as the \"Closing Date.\"\n\n3.   REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE INTERESTHOLDERS\n     ---------------------------------------------------------------------\n\n     To induce Navigant and PTC to enter into this Agreement and consummate the\ntransactions contemplated hereby, each of the Company and the Interestholders,\njointly and severally, represents and warrants to Navigant and PTC as follows\n(for purposes of this Agreement, the phrases \"knowledge of the Company\" or the\n\"Company's knowledge,\" or words of similar import, mean the knowledge of the\nInterestholders and the managers, officers and directors of the Company and its\nsubsidiaries, including facts of which the managers, officers and directors, in\nthe reasonably prudent exercise of their duties, should be aware):\n\n                                      -11-\n\n \n     3.1  Due Organization.  The Company and each of its subsidiaries is a\n          ----------------                                                  \ncorporation or limited liability company (as the case may be) duly organized,\nvalidly existing and is in good standing under the laws of the jurisdiction of\nits organization and is duly authorized and qualified to do business under all\napplicable laws, regulations, ordinances and orders of public authorities to\nown, operate and lease its properties and to carry on its business in the places\nand in the manner as now conducted.  Schedule 3.1 hereto contains a list of all\njurisdictions in which the Company and each of its subsidiaries is authorized or\nqualified to do business.  The Company and each of its subsidiaries is qualified\nto do business in any foreign jurisdictions in which it is required to be so\nqualified, except where the failure to be so qualified would not have a material\nadverse effect on the Company and its subsidiaries, taken as a whole. The\nCompany and each of its subsidiaries are in good standing as a foreign company\nin each jurisdiction it which it does business.  The Company has delivered to\nNavigant true, complete and correct copies of the Articles of Organization and\nOperating Agreement and other applicable organizational documents of the Company\nand each of its subsidiaries.  Such Articles of  Organization and Operating\nAgreement and other applicable organizational documents are collectively\nreferred to as the \"Organizational Documents.\"  Neither the Company nor any of\nits subsidiaries is in violation of  its Organizational Documents.  The minute\nbooks of the Company and each of its subsidiaries have been made available to\nNavigant and are correct and, except as set forth in Schedule 3.1, complete in\nall material respects.  For purposes of this Agreement, the term \"subsidiaries\"\nmeans any and all corporations, partnerships, joint ventures, associations,\nlimited liability companies and other entities controlled by the Company,\ndirectly or indirectly, through one or more intermediaries, including but not\nlimited to, Atlas Travel, L.C.\n\n     3.2  Authorization; Validity.  The Company has all requisite power and\n          -----------------------                                            \nauthority to enter into and perform its obligations pursuant to the terms of\nthis Agreement.  The Company has the full legal right, power and authority to\nenter into this Agreement and the transactions contemplated hereby.  Each\nInterestholder has the full legal right and authority to enter into this\nAgreement and the transactions contemplated hereby.  The execution and delivery\nof this Agreement by the Company and the performance by the Company of the\ntransactions contemplated herein have been duly and validly authorized by the\nManagers of the Company and the Interestholders and this Agreement has been duly\nand validly authorized by all necessary action.  This Agreement is a legal,\nvalid and binding obligation of the Company and each Interestholder, enforceable\nin accordance with its terms; except to the extent that enforceability may be\nlimited by applicable bankruptcy, insolvency, reorganization, receivership,\nmoratorium and other similar laws relating to or affecting the rights and\nremedies of creditors generally and by general principles of equity.\n\n     3.3  No Conflicts.  The execution, delivery and performance of this\n          ------------                                                    \nAgreement, the consummation of the transactions contemplated hereby, and the\nfulfillment of the terms hereof will not:\n\n          (a) conflict with, or result in a breach or violation of, any of the\nOrganizational Documents;\n\n                                      -12-\n\n \n          (b) conflict with, or result in a default (or would constitute a\ndefault but for any requirement of notice or lapse of time or both) under, any\ndocument, agreement or other instrument to which the Company, its subsidiaries\nor any Interestholder is a party or by which the Company, its subsidiaries or\nany Interestholder is bound, or result in the creation or imposition of any\nlien, charge or encumbrance on any of the Company's or any of its subsidiaries'\nproperties pursuant to (i) any law or regulation to which the Company, any of\nits subsidiaries or any Interestholder or any of their respective property is\nsubject, or (ii) any judgment, order or decree to which the Company, any of its\nsubsidiaries or any Interestholder is bound or any of their respective property\nis subject;\n\n          (c) except as set forth on Schedule 3.3 (c), result in termination or\nany impairment of any permit, license, franchise, contractual right or other\nauthorization of the Company or any of its subsidiaries; or\n\n          (d) violate any law, order, judgment, rule, regulation, decree or\nordinance to which the Company, any of its subsidiaries or any Interestholder is\nsubject or by which the Company, any of its subsidiaries or any Interestholder\nis bound including, without limitation, the Hart-Scott-Rodino Antitrust\nImprovements Act of 1976 (the \"HSR Act\"), together with all rules and\nregulations promulgated thereunder.\n\n     3.4  Capital Structure of the Company and its Subsidiaries.  The capital\n          -----------------------------------------------------                \nstructure of the Company consists of the membership interests in the percentages\nset forth in Schedule 3.4.  All of the membership interests are owned of record\nand beneficially by Ariel Leibovitz, Doreen N. Leibovitz and Gary Pearce in the\npercentages set forth in Schedule 3.4 free and clear of all Liens (defined\nbelow), duly authorized and validly issued and not subject to requirements to\nmake any capital contributions that have not previously been made.  Neither\nNavigant nor PTC shall be required to make any capital contributions to the\nCompany or any of its subsidiaries as a result of the Acquisition.  All of the\nissued and outstanding shares of the capital stock or other ownership interests\nof each of the subsidiaries of the Company have been duly authorized and validly\nissued, are fully paid, non-assessable and not subject to requirements to make\nany capital contributions that have not previously been made and except as set\nforth on Schedule 3.4 are owned of record and beneficially by the Company free\nand clear of all Liens.  All of the issued and outstanding shares of the capital\nstock  and other ownership interests of the Company and each of its subsidiaries\nwere offered, issued, sold and delivered by such entity in compliance with all\napplicable state and federal laws concerning the issuance of securities.\nFurther, none of such securities was issued in violation of any preemptive\nrights.  Except as set forth in Schedule 3.4, there are no agreements or trusts\nwith respect to any of the outstanding shares of the capital stock or other\nownership interests of the Company or any of its subsidiaries.  For purposes of\nthis Agreement, \"Lien\" means any mortgage, security interest, pledge,\nhypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or\notherwise), charge, preference, priority or other security agreement, option,\nwarrant, attachment, right of first refusal, preemptive, conversion, put, call\nor other claim or right, restriction on transfer (other than restrictions\nimposed by federal and state securities laws), or preferential arrangement of\nany kind or nature whatsoever (including any restriction on the transfer of any\nassets, any conditional sale or other title retention agreement, any financing\nlease involving substantially the \n\n                                      -13-\n\n \nsame economic effect as any of the foregoing and the filing of any financing\nstatement under the Uniform Commercial Code or comparable law of any\njurisdiction).\n\n     3.5  Transactions in Membership Interests; Accounting Treatment.  No\n          ----------------------------------------------------------       \noption, warrant, call, subscription right, conversion right or other contract or\ncommitment of any kind exists of any character, written or oral, which may\nobligate the Company or any of its subsidiaries to issue, sell or otherwise\nbecome outstanding any shares of capital stock or other ownership  interests.\nNeither the Company nor any of its subsidiaries has any obligation (contingent\nor otherwise) to purchase, redeem or otherwise acquire any of its equity\nsecurities or any interests therein or to pay a dividend or make any\ndistributions in respect thereof.  As a result of the Acquisition, PTC will be\nthe record or beneficial owner of all outstanding capital stock or other\nownership interests of the Company and each of the subsidiaries of the Company\nand rights to acquire capital stock or other ownership interests of the Company\nand each of the subsidiaries of the Company, free and clear of all Liens.\n\n     3.6  No Bonus Membership Interests.  None of the membership interests of\n          -----------------------------                                        \nthe Company or capital stock or other ownership interests of any of the\nsubsidiaries of the Company was issued pursuant to any award, grant or bonus.\n\n     3.7  Subsidiaries, Stock, and Notes.\n          ------------------------------   \n\n          (a) Except as set forth on Schedule 3.7(a), the Company has no\nsubsidiaries.\n\n          (b) Except as set forth on Schedule 3.7(b), neither the Company nor\nany of its subsidiaries presently own, of record or beneficially, or control,\ndirectly or indirectly, any capital stock, securities convertible into capital\nstock or any other equity interest in any corporation, association or business\nentity, nor is the Company or any of its subsidiaries, directly or indirectly, a\nparticipant in any joint venture, partnership or other noncorporate entity.\n\n          (c) Except as set forth on Schedule 3.7(c), there are no promissory\nnotes that have been issued to, or are held by, the Company or any of its\nsubsidiaries.\n\n     3.8  Complete Copies of Materials.  The Company has delivered to Navigant\n          ----------------------------                                          \nand PTC true and complete copies of each agreement, contract, commitment or\nother document (or summaries thereof) that is referred to in the Schedules or\nthat has been requested by Navigant.\n\n     3.9  Company Financial Conditions.\n          ----------------------------   \n\n          (a) The Company's consolidated tangible net worth, (i) as of the end\nof its most recent fiscal year was not less than $430,000, and (ii) as of the\nClosing, after giving effect to the Guaranteed Payment but prior to giving\neffect to the Stock Distribution, will not be less than the Net Worth Target.\n\n                                      -14-\n\n \n          (b) The Company's consolidated net revenues for (i) its most recent\nfiscal year were not less than $13,580,000, and (ii) the 12-month period ended\nJune 30, 1998 were not less than $14,300,000.\n\n          (c) The Company's Adjusted EBIT for (i) its most recent fiscal year\nwere not less than $2,972,000 or 21.9% of consolidated net revenues for such\nfiscal year, and (ii) the 12-month period ended  June 30, 1998 were not less\nthan the greater of $3,700,000 or 25.0% of consolidated net revenues for such\nperiod.\n\n          (d) The Company shall have no consolidated total outstanding long-term\nand short-term indebtedness to banks, the Interestholders, former members, and\nother financial institutions and creditors as of the Closing (in each case\nincluding the current portions of such indebtedness, but excluding trade\npayables and other ordinary course accounts payable).\n\n          (e) The Company's consolidated earnings before interest and taxes,\nwithout adjustment for any \"add-backs\" (the \"Actual EBIT\"), for the 3-month\nperiod ended on June 30, 1998 shall be no less than $900,000.\n\nFor purposes of Section 3.9(a), calculation of amounts as of the Closing shall\nbe made in accordance with the last paragraph of Section 6.10.  As used in this\nAgreement, and unless specifically defined otherwise, \"net revenues\" shall mean\ngross revenues of the Company and its subsidiaries minus refunds.\n\n     3.10  Financial Statements.  Schedule 3.10 includes (a) true, complete\n           --------------------                                              \nand correct copies of the Company's unaudited consolidated balance sheet as of\nDecember 31, 1997  (the end of its most recent completed fiscal year), and\nconsolidated income statement for the year ended December 31, 1997\n(collectively, the \"Year-End Financials\") and (b) true, complete and correct\ncopies of the Company's consolidated unaudited balance sheet (the \"Interim\nBalance Sheet\") as of  June 30, 1998 (the \"Balance Sheet Date\") and consolidated\nincome statement, for the 12-month period then ended (collectively, the \"Interim\nFinancials,\" and together with the Year-End Financials, the \"Company Financial\nStatements\").  The Company Financial Statements have been prepared in accordance\nwith GAAP consistently applied, subject, in the case of the Interim Financials,\n(i) to normal year-end audit adjustments, which individually or in the aggregate\nwill not be material, (ii) the exceptions stated on Schedule 3.10, and (iii) to\nthe omission of footnote information.  Each unaudited consolidated balance sheet\nincluded in the Company Financial Statements presents fairly the financial\ncondition of the Company and its subsidiaries as of the date indicated thereon,\nand each of the consolidated income statements included in the Company Financial\nStatements presents fairly the results of its operations for the periods\nindicated thereon.  Since the dates of the Company Financial Statements, there\nhave been no material changes in the Company's or any of its subsidiaries'\naccounting policies other than as requested by Navigant to conform the Company's\nor any of its subsidiaries' accounting policies to GAAP.\n\n     3.11  Liabilities and Obligations.\n           ---------------------------   \n\n                                      -15-\n\n \n          (a) Neither the Company nor any of its subsidiaries is liable for or\nsubject to any liabilities except for:\n\n                    (i)   those liabilities reflected on the Interim Balance\nSheet and not previously paid or discharged;\n\n                    (ii)  those liabilities arising in the ordinary course of\nits business consistent with past practice under any contract, commitment or\nagreement specifically disclosed on any Schedule to this Agreement or not\nrequired to be disclosed thereon because of the term or amount involved or\notherwise; and\n\n                    (iii) those liabilities incurred since the Balance Sheet\nDate in the ordinary course of business consistent with past practice, which\nliabilities are not, individually or in the aggregate, material to the Company\nand its subsidiaries, taken as a whole.\n\n          (b) The Company has delivered to Navigant, in the case of those\nliabilities which are not fixed or are contested, a reasonable estimate of the\nmaximum amount which may be payable.\n\n          (c) Schedule 3.11(c) also includes a summary description of all plans\nor projects involving the opening of new operations, expansion of any existing\noperations or the acquisition of any real property or existing business, to\nwhich management of the Company or any of its subsidiaries,  has made any\nmaterial expenditure in the two-year period prior to the date of this Agreement,\nwhich if pursued by the Company or any of its subsidiaries or the Surviving\nEntity would require additional material expenditures of capital.\n\n          (d) For purposes of this Section 3.11, the term \"liabilities\" shall\ninclude without limitation any direct or indirect liability, indebtedness,\nguaranty, endorsement, claim, loss, damage, deficiency, cost, expense,\nobligation or responsibility, either accrued, absolute, contingent, mature,\nunmature or otherwise and whether known or unknown, fixed or unfixed, choate or\ninchoate, liquidated or unliquidated, secured or unsecured.  Schedule 3.11(d)\ncontains a complete list of all indebtedness of the Company and each of its\nsubsidiaries.\n\n     3.12  Books and Records.  The Company has made and kept books and records\n           -----------------                                                    \nand accounts, which, in reasonable detail, accurately and fairly reflect the\nactivities of the Company and each of its subsidiaries.  Neither the Company nor\nany of its subsidiaries has engaged in any transaction, maintained any bank\naccount, or used any corporate funds except for transactions, bank accounts, and\nfunds which have been and are reflected in its normally maintained books and\nrecords.\n\n     3.13  Bank Accounts; Powers of Attorney.  Schedule 3.13 sets forth a\n           ---------------------------------                               \ncomplete and accurate list as of the date of this Agreement, of:\n\n          (a) the name of each financial institution in which the Company or any\nof its subsidiaries has any account or safe deposit box;\n\n                                      -16-\n\n \n          (b) the names in which the accounts or safe deposit boxes are held;\n\n          (c) the type of account;\n\n          (d) the name of each person authorized to draw thereon or have access\nthereto; and\n\n          (e) the name of each person, corporation, firm or other entity holding\na general or special power of attorney from the Company or any of its\nsubsidiaries and a description of the terms of such power.\n\n     3.14  Accounts and Notes Receivable.  The Company has delivered to\n           -----------------------------                                 \nNavigant a complete and accurate list, as of a date not more than two (2)\nbusiness days prior to the date hereof, of the accounts and notes receivable of\nthe Company and each of its subsidiaries (including, without limitation,\nreceivables from and advances to employees (which include, without limitation,\nthose shown on Schedule 3.7) and the Interestholders and override receivables,\nand financial assistance segment bonus receivables), which includes an aging of\nall accounts and notes receivable showing amounts due in 30-day aging categories\n(collectively, the \"Accounts Receivable\").  On the Closing Date, the Company\nwill deliver to Navigant a complete and accurate list, as of a date not more\nthan two (2) business days prior to the Closing Date, of the Accounts\nReceivable.  All Accounts Receivable represent valid obligations arising from\nsales actually made or services actually performed.  The Accounts Receivable are\ncurrent and collectible net of any respective reserves shown on the Company's\nbooks and records (which reserves are adequate and calculated consistent with\npast practice).  Subject to such reserves, each of the Accounts Receivable will\nbe collected in full, without any set-off, within one hundred twenty (120) days\nafter the day on which it first became due and payable (other than financial\nassistance segment receivables which will be collected in full, without any set-\noff, within one hundred twenty (120) days after the contract date).  There is no\ncontest, claim, or right of set-off, other than rebates and returns in the\nordinary course of business, under any contract with any obligor of an Account\nReceivable relating to the amount or validity of such Account Receivable.  To\nthe extent that there is a breach of this representation with respect to the\ncollection of the Accounts Receivable and there is a payment by the\nInterestholders pursuant to Section 5.3, any claim for monetary damages for such\nbreach shall take into account such payment pursuant to Section 5.3.\n\n     3.15  Permits.  The Company and each of its subsidiaries owns or holds\n           -------                                                           \nall licenses, franchises, permits and other governmental authorizations,\nincluding without limitation permits, titles (including without limitation motor\nvehicle titles and current registrations), fuel permits, licenses and franchises\nnecessary for the continued operation of their respective businesses, as it is\ncurrently being conducted (the \"Permits\").  The Permits are valid, and neither\nthe Company nor any of its subsidiaries has received any notice that any\ngovernmental authority intends to modify, cancel, terminate or fail to renew any\nPermit.  No present or former officer, manager, member or employee of the\nCompany,  any of its subsidiaries or any affiliate thereof, or any other person,\nfirm, \n\n                                      -17-\n\n \ncorporation or other entity, owns or has any proprietary, financial or other\ninterest (direct or indirect) in any Permits. The Company and each of its\nsubsidiaries has conducted and is conducting its business in compliance with the\nrequirements, standards, criteria and conditions set forth in the Permits and\nother applicable orders, approvals, variances, rules and regulations and is not\nin violation of any of the foregoing. The transactions contemplated by this\nAgreement will not result in a default under, or a breach or violation of, or\nadversely affect the rights and benefits afforded to the Company or any of its\nsubsidiaries, by any Permit.\n\n     3.16  Real Property.\n           -------------   \n\n          (a) For purposes of this Agreement, \"Real Property\" means all\ninterests in real property including, without limitation, fee estates,\nleaseholds and subleaseholds, purchase options, easements, licenses, rights to\naccess, and rights of way, and all buildings and other improvements thereon,\nowned or used by the Company or any of its subsidiaries, together with any\nadditions thereto or replacements thereof.\n\n          (b) Schedule 3.16(b) contains a complete and accurate description of\nall Real Property (including street address, legal description (where known),\nowner, and Company's or any subsidiary's  use thereof) and, to the Company's\nknowledge, any claims, liabilities, security interests, mortgages, liens,\npledges, conditions, charges, covenants, easements, restrictions, encroachments,\nleases, or encumbrances of any nature thereon (\"Encumbrances\").  The Real\nProperty listed on Schedule 3.16(b)  includes all interests in real property\nnecessary to conduct the business and operations of each of  the Company and its\nsubsidiaries.  The Company and each of its subsidiaries does not own, and has\nnever owned, any Real Property.\n\n          (c) Except as set forth in Schedule 3.16(c):\n\n                       (i)    The Company or a subsidiary has good and valid\nleasehold title to the Real Property.\n\n                       (ii)   The Company or the applicable subsidiary, as the\ncase may be, has good and valid rights of ingress and egress to and from all\nReal Property from and to the public street systems for all usual street, road\nand utility purposes.\n\n                       (iii)  All structures and all structural, mechanical and\nother physical systems thereof that constitute part of the Real Property,\nincluding but not limited to the walls, roofs and structural elements thereof\nand the heating, ventilation, air conditioning, plumbing, electrical,\nmechanical, sewer, waste water, storm water, paving and parking equipment,\nsystems and facility included therein, and other material items at the Real\nProperty (collectively, the \"Tangible Assets\"), are free of defects and in good\noperating condition and repair. For purposes of this Section, a defect shall\nmean a condition relating to the structures or any structural, mechanical or\nphysical system which requires an expenditure of more than $1,000 to correct. No\nmaintenance or repair to the Real Property, Structures or any Tangible Asset has\nbeen unreasonably deferred. There is no water, \n\n                                      -18-\n\n \nchemical or gaseous seepage, diffusion or other intrusion into said buildings,\nincluding any subterranean portions, that would impair beneficial use of the\nReal Property, Structures or any Tangible Asset.\n\n                       (iv)   All water, sewer, gas, electric, telephone and\ndrainage facilities, and all other utilities required by any applicable law or\nby the use and operation of the Real Property in the conduct of the business of\nthe Company's or the applicable subsidiary's, as the case may be, business are\ninstalled to the property lines of the Real Property, are connected pursuant to\nvalid permits to municipal or public utility services or proper drainage\nfacilities, are fully operable and are adequate to service the Real Property in\nthe operation of the Company's or the applicable subsidiary's, as the case may\nbe, business and to permit full compliance with the requirements of all laws in\nthe operation of such business. No fact or condition exists which could result\nin the termination or material reduction of the current access from the Real\nProperty to existing roads or to sewer or other utility services presently\nserving the Real Property.\n\n                       (v)    The Real Property and all present uses and\noperations of the Real Property comply with all applicable statutes, rules,\nregulations, ordinances, orders, writs, injunctions, judgments, decrees, awards\nor restrictions of any government entity having jurisdiction over any portion of\nthe Real Property (including, without limitation, applicable statutes, rules,\nregulations, orders and restrictions relating to zoning, land use, safety,\nhealth, employment and employment practices and access by the handicapped)\n(collectively, \"Laws\"), covenants, conditions, restrictions, easements,\ndisposition agreements and similar matters affecting the Real Property. The\nCompany or the applicable subsidiary, as the case may be, has obtained all\napprovals of governmental authorities (including certificates of use and\noccupancy, licenses and permits) required in connection with the construction,\nownership, use, occupation and operation of the Real Property leased by it.\n\n                       (vi)   None of the Structures, the appurtenances thereto\nor the equipment therein or the operation or maintenance thereof, or the conduct\nof the Company's or the applicable subsidiary's, as the case may be, business,\nviolates any restrictive covenant or encroaches on any property owned by others\nor any easement, right of way or other Encumbrance or restriction affecting such\nReal Property in any respect. The Real Property and its continued use, occupancy\nand operation as used, occupied and operated in the conduct of the Company's or\nthe applicable subsidiary's, as the case may be, business does not constitute a\nnonconforming use and is not the subject of a special use permit under any\napplicable Law.\n\n                       (vii)  There are no pending or, to the Company's\nknowledge, threatened condemnation, fire, health, safety, building, zoning or\nother land use regulatory proceedings, lawsuits or administrative actions\nrelating to any portion of the Real Property or any other matters which do or\nmay adversely effect the current use, occupancy or value thereof, nor has the\nCompany, any of its subsidiaries or any of the Interestholders received notice\nof any pending or threatened special assessment proceedings affecting any\nportion of the Real Property.\n\n                                      -19-\n\n \n                       (viii) No portion of the Real Property or the Structures\nhas suffered any damage by fire or other casualty which has not heretofore been\ncompletely repaired and restored to its original condition.\n\n                       (ix)   There are no parties other than the Company or its\nsubsidiaries in possession of any of the Real Property or any portion thereof,\nand there are no leases, subleases, licenses, concessions or other agreements,\nwritten or oral, granting to any party or parties the right of use or occupancy\nof any portion of the Real Property or any portion thereof.\n\n                       (x)    There are no outstanding options or rights of\nfirst refusal to purchase the Real Property, or any portion thereof or interest\ntherein.\n\n                       (xi)   There are no service contracts or other agreements\nrelating to the use or operation of the Real Property.\n\n                       (xii)  No portion of the Real Property is located in a\nwetlands area, as defined by Laws, or in a designated or recognized flood plain,\nflood plain district, flood hazard area or area of similar characterization. No\ncommercial use of any portion of the Real Property will violate any requirement\nof the United States Corps of Engineers or Laws relating to wetlands areas.\n\n                       (xiii) All oral or written leases, subleases, licenses,\nconcession agreements or other use or occupancy agreements pursuant to which the\nCompany or any of its subsidiaries leases from any other party any real\nproperty, including all amendments, renewals, extensions, modifications or\nsupplements to any of the foregoing or substitutions for any of the foregoing\n(collectively, the \"Leases\") are valid and in full force and effect. The Company\nhas provided Navigant with true and complete copies of all of the Leases, all\namendments, renewals, extensions, modifications or supplements thereto, and all\nmaterial correspondence related thereto, including all correspondence pursuant\nto which any party to any of the Leases declared a default thereunder or\nprovided notice of the exercise of any operation granted to such party under\nsuch Lease. The Leases and the Company's and its subsidiaries' interests\nthereunder are free of all Liens.\n\n                       (xiv)  None of the Leases requires the consent or\napproval of any party thereto in connection with the consummation of the\ntransactions contemplated hereby.\n\n     3.17  Personal Property.\n           -----------------   \n\n          (a) Schedule 3.17(a) sets forth a complete and accurate list of all\npersonal property included on the Interim Balance Sheet and all other personal\nproperty owned or leased by the Company or any of its subsidiaries with a\ncurrent book value in excess of $5,000 both (i) as of the Balance Sheet Date and\n(ii) acquired since the Balance Sheet Date, including in each case true,\ncomplete and correct copies of leases for material equipment and an indication\nas to which assets are currently owned, or were formerly owned, by any\nInterestholder or business or personal affiliates of any Interestholder or of\nthe Company or any of its subsidiaries.\n\n                                      -20-\n\n \n          (b) Each of the Company and its subsidiaries currently owns or leases\nall personal property necessary to conduct their respective businesses and\noperations as they are currently being conducted.\n\n          (c) All of the trucks and other material, machinery and equipment of\nthe Company and each of its subsidiaries, including those listed on Schedule\n3.17(a), are in good working order and condition, ordinary wear and tear\nexcepted.  All leases set forth on Schedule 3.17(a) are in full force and effect\nand constitute valid and binding agreements of the Company or the applicable\nsubsidiary, as the case may be, and neither the Company nor the applicable\nsubsidiary, as the case may be, is in breach of any of their terms.  All fixed\nassets used by each of the Company and its subsidiaries that are material to the\noperation of their businesses are either owned by the Company or the applicable\nsubsidiary, as the case may be, or leased under an agreement listed on Schedule\n3.17(a).\n\n     3.18  Intellectual Property.\n           ---------------------   \n\n          (a) The Company or the applicable subsidiary, as the case may be, is\nthe true and lawful owner of, or is licensed or otherwise possesses legally\nenforceable rights to use, the registered and unregistered Marks listed on\nSchedule 3.18(a).  Such schedule lists (i) all of the Marks registered in the\nUnited States Patent and Trademark Office (\"PTO\") or the equivalent thereof in\nany state of the United States or in any foreign country, and (ii) all of the\nunregistered Marks, that the Company and each of its subsidiaries now owns or\nuses in connection with their respective businesses.  Except with respect to\nthose Marks shown as licensed on Schedule 3.18(a), the Company and each of its\nsubsidiaries owns all of the registered and unregistered trademarks, service\nmarks, and trade names that each uses.  The Marks listed on Schedule 3.18(a)\nwill not cease to be valid rights of the Company or the applicable subsidiary,\nas the case may be, by reason of the execution, delivery and performance of this\nAgreement or the consummation of the transactions contemplated hereby.  For\npurposes of this Section 3.18, the term \"Mark\" shall mean all right, title and\ninterest in and to any United States or foreign trademarks, service marks and\ntrade names now held by the Company or any of its subsidiaries, including any\nregistration or application for registration of any trademarks and services\nmarks in the PTO or the equivalent thereof in any state of the United States or\nin any foreign country, as well as any unregistered marks used by the Company or\nany of its subsidiaries, and any trade dress (including logos, designs, company\nnames, business names, fictitious names and other business identifiers) used by\nthe Company or any of its subsidiaries in the United States or any foreign\ncountry.\n\n          (b) The Company or the applicable subsidiary, as the case may be, is\nthe true and lawful owner of, or is licensed or otherwise possesses legally\nenforceable rights to use, all rights in the Patents listed on Schedule\n3.18(b)(i) and in the Copyright registrations listed on Schedule 3.18(b)(ii).\nSuch Patents and Copyrights constitute all of the Patents and Copyrights that\nthe Company or the applicable subsidiary, as the case may be, now owns or is\nlicensed to use.  The Company or the applicable subsidiary, as the case may be,\nowns or is licensed to practice under all \n\n                                      -21-\n\n \npatents and copyright registrations that the Company or the applicable\nsubsidiary, as the case may be, now owns or uses in connection with their\nrespective businesses. For purposes of this Section 3.18, the term \"Patent\"\nshall mean any United States or foreign patent to which the Company or any of\nits subsidiaries has title as of the date of this Agreement, as well as any\napplication for a United States or foreign patent made by the Company or any of\nits subsidiaries; the term \"Copyright\" shall mean any United States or foreign\ncopyright owned by the Company or any of its subsidiaries as of the date of this\nAgreement, including any registration of copyrights, in the United States\nCopyright Office or the equivalent thereof in any foreign county, as well as any\napplication for a United States or foreign copyright registration made by the\nCompany or any of its subsidiaries.\n\n          (c) The Company or the applicable subsidiary, as the case may be, is\nthe true and lawful owner of, or is licensed or otherwise possesses legally\nenforceable rights to use, all rights in the trade secrets, franchises, or\nsimilar rights (collectively, \"Other Rights\") listed on Schedule 3.18(c).  Those\nOther Rights constitute all of the Other Rights that the Company and each of its\nsubsidiaries now owns or is licensed to use.  The Company or the applicable\nsubsidiary, as the case may be, owns or is licensed to practice under all trade\nsecrets, franchises or similar rights that it owns, uses or practices under.\n\n          (d) The Marks, Patents, Copyrights, and Other Rights listed on\nSchedules 3.18(a), 3.18(b)(i), 3.18(b)(ii), and 3.18(c) are referred to\ncollectively herein as the \"Intellectual Property.\"  The Intellectual Property\nowned by the Company or any of its subsidiaries is referred to herein\ncollectively as the \"Company Intellectual Property.\"  All other Intellectual\nProperty is referred to herein collectively as the \"Third Party Intellectual\nProperty.\"  Except as indicated on Schedule 3.18(d), neither the Company nor any\nof its subsidiaries has any obligations to compensate any person for the use of\nany Intellectual Property nor has the Company or any of its subsidiaries granted\nto any person any license, option or other rights to use in any manner any\nIntellectual Property, whether requiring the payment of royalties or not.\n\n          (e) Neither the Company nor any subsidiary is, nor will it be as a\nresult of the execution and delivery of this Agreement by the Company or the\nperformance of the Company's obligations hereunder, in violation of any Third\nParty Intellectual Property license, sublicense or agreement described in\nSchedule 3.18(a), (b), or (c).  No claims with respect to the Company\nIntellectual Property or Third Party Intellectual Property are currently pending\nor, to the knowledge of the Company, are threatened by any person, nor, to the\nCompany's knowledge, do any grounds for any claims exist: (i) to the effect that\nthe manufacture, sale, licensing or use of any product as now used, sold or\nlicensed or proposed for use, sale or license by the Company or any of its\nsubsidiaries infringes on any copyright, patent, trademark, service mark or\ntrade secret; (ii) against the use by the Company or any of its subsidiaries of\nany trademarks, trade names, trade secrets, copyrights, patents, technology,\nknow-how or computer software programs and applications used in its business as\ncurrently conducted by it; (iii) challenging the ownership, validity or\neffectiveness of any of the Company Intellectual Property or other trade secret\nmaterial to the Company and its subsidiaries, taken as a whole; or (iv)\nchallenging the Company's or any of its subsidiaries' license \n\n                                      -22-\n\n \nor legally enforceable right to use of the Third Party Intellectual Property. To\nthe Company's knowledge, there is no unauthorized use, infringement or\nmisappropriation of any of the Company Intellectual Property by any third party.\nNeither the Company nor any of its subsidiaries (x) has been sued or charged in\nwriting as a defendant in any claim, suit, action or proceeding which involves a\nclaim or infringement of trade secrets, any patents, trademarks, service marks,\nor copyrights and which has not been finally terminated or been informed or\nnotified by any third party that the Company or any of its subsidiaries' may be\nengaged in such infringement or (y) has knowledge of any infringement liability\nwith respect to, or infringement by, the Company or any of its subsidiaries of\nany trade secret, patent, trademark, service mark, or copyright of another.\n\n     3.19  Significant Customers; Material Contracts and Commitments.\n           ---------------------------------------------------------   \n\n          (a) Schedule 3.19(a) sets forth a complete and accurate list of all\nSignificant Customers and Significant Suppliers.  For purposes of this\nAgreement, \"Significant Customers\" are the twenty (20) customers that have\neffected the most purchases, in dollar terms, from the Company and its\nsubsidiaries, taken as a whole, during each of the past four (4) fiscal\nquarters, and \"Significant Suppliers\" are the twenty (20) suppliers who supplied\nthe largest amount by dollar volume of products or services to the Company and\nits subsidiaries, taken as a whole,  during the twelve (12) months ending on the\nBalance Sheet Date.\n\n          (b) Schedule 3.19(b) contains a complete and accurate list of all\ncontracts, commitments, leases, instruments, agreements, licenses or permits,\nwritten or oral, to which the Company or any of its subsidiaries is a party or\nby which it or its properties are bound (including without limitation contracts\nwith Significant Customers, joint venture or partnership agreements, contracts\nwith any labor organizations, employment agreements, consulting agreements, loan\nagreements, indemnity or guaranty agreements, bonds, mortgages, options to\npurchase land, liens, pledges or other security agreements) (i) to which the\nCompany, any of its subsidiaries and any affiliate thereof or any officer,\ndirector, shareholder, manager or member of the Company or any of its\nsubsidiaries are parties (\"Related Party Agreements\"); (ii) that may give rise\nto obligations or liabilities exceeding, during the current term thereof,\n$10,000, or (iii) that may generate revenues or income exceeding, during the\ncurrent term thereof, $10,000 (collectively with the Related Party Agreements,\nthe \"Material Contracts\").  The Company has delivered to Navigant true, complete\nand correct copies of the Material Contracts.\n\n          (c) Except to the extent set forth on Schedule 3.19(c), (i) none of\nthe Company's Significant Customers has canceled or substantially reduced or, to\nthe knowledge of the Company, is currently attempting or threatening to cancel\nor substantially reduce, any purchases from the Company or any of its\nsubsidiaries, (ii) none of the Company's Significant Suppliers has canceled or\nsubstantially reduced or, to the knowledge of the Company, is currently\nattempting to cancel or substantially reduce, the supply of products or services\nto the Company or any of its subsidiaries, (iii) each the Company and its\nsubsidiaries has complied with all of its commitments and obligations and is not\nin default under any of the Material Contracts, and no notice of default has\nbeen received with respect to any thereof, and (iv) there are no Material\nContracts that were not negotiated at arm's \n\n                                      -23-\n\n \nlength. Neither the Company nor any of its subsidiaries has received any\nmaterial customer complaints concerning its products and\/or services, nor has it\nhad any of its products returned by a purchaser thereof except for normal\nwarranty returns consistent with past history and those returns that would not\nresult in a reversal of any material revenue.\n\n          (d) Each Material Contract, except those terminated pursuant to\nSection 5.6, is valid and binding on the Company or the applicable subsidiary,\nas the case may be, and is in full force and effect and is not subject to any\ndefault thereunder by any party obligated to the Company or any subsidiary\npursuant thereto.  Except as specifically identified on Schedule 3.19(d) (the\n\"Unobtained Consents\"), the Company will obtain prior to the Closing Date all\nnecessary consents, waivers and approvals of parties to any Material Contracts\nthat are required in connection with any of the transactions contemplated\nhereby, or are required by any governmental agency or other third party or are\nadvisable in order that any such Material Contract remain in effect without\nmodification after the Acquisition and without giving rise to any right to\ntermination, cancellation or acceleration or loss of any right or benefit\n(\"Third Party Consents\").  All Third Party Consents are listed on Schedule\n3.19(d).  To the extent that the Company has failed to obtain any Third Party\nConsent in advance of the Closing Date, the failure of the Company to obtain\nsuch Third Party Consent and the failure of the Company to obtain the Unobtained\nConsents, will not, individually or in the aggregate, have an adverse effect on\nthe business or operations of the Company and its subsidiaries, taken as a\nwhole, after the Closing Date.\n\n          (e) Neither the Company nor any of its subsidiaries is  a \"women's\nbusiness enterprise\" (\"WBE\") or \"woman-owned business concern\" as defined in 48\nC.F.R. (S) 52.204-5, or a \"minority business enterprise\" (\"MBE\") or \"minority-\nowned business concern\" as defined in 48 C.F.R. (S) 52.219- 8, nor has it held\nitself out to be such to any of its customers.\n\n          (f) The outstanding balance on all loans or credit agreements either\n(i) between the Company or any subsidiary and any Person in which any of the\nInterestholders owns a material interest, or (ii) guaranteed by the Company or\nany subsidiary for the benefit of any Person in which any of the Interestholders\nowns material interest, are set forth in Schedule 3.19(f).\n\n          (g) The pledge, hypothecation or mortgage of all or substantially all\nof the Company's assets (including, without limitation, a pledge of the\nCompany's or any subsidiary's contract rights under any Material Contract) will\nnot, except as set forth on Schedule 3.19(g), (i) result in the breach or\nviolation of, (ii) constitute a default under, (iii) create a right of\ntermination under, or (iv) result in the creation or imposition of (or the\nobligation to create or impose) any lien upon any of the assets of the Company\nor any subsidiary (other than a lien created pursuant to the pledge,\nhypothecation or mortgage described at the start of this Section 3.19(g))\npursuant to any of the terms and provisions of, any Material Contract to which\nthe Company or any of its subsidiaries is a party or by which the property of\nthe Company or any of its subsidiaries is bound.\n\n     3.20  Government Contracts.\n           --------------------   \n\n                                      -24-\n\n \n          (a) Except as set forth on Schedule 3.20, neither the Company nor any\nof its subsidiaries is a party to any government contracts.\n\n          (b) Neither the Company nor any of its subsidiaries has been suspended\nor debarred from bidding on contracts or subcontracts for any agency or\ninstrumentality of the United States Government or any state or local\ngovernment, nor, to the knowledge of the Company, has any suspension or\ndebarment action been threatened or commenced.  There is no valid basis for the\nCompany's or any of its subsidiaries' suspension or debarment from bidding on\ncontracts or subcontracts for any agency of the United States Government or any\nstate or local government.\n\n          (c) Except as set forth in Schedule 3.20, neither the Company nor any\nof its subsidiaries has been, nor is it now being, audited, or investigated by\nany government agency, or the inspector general or auditor general or similar\nfunctionary of any agency or instrumentality, nor, to the knowledge of the\nCompany, has such audit or investigation been threatened.\n\n          (d) Neither the Company nor any of its subsidiaries has any dispute\npending before a contracting office of, nor any current claim (other than the\nAccounts Receivable) pending against, any agency or instrumentality of the\nUnited States Government or any state or local government, relating to a\ncontract.\n\n          (e) Neither the Company nor any of its subsidiaries has with respect\nto any government contract, received a cure notice advising it that it is or was\nin default or would, if it failed to take remedial action, be in default under\nsuch contract.\n\n          (f) Neither the Company nor any of its subsidiaries has submitted any\ninaccurate, untruthful, or misleading cost or pricing data, certification, bid,\nproposal, report, claim, or any other information relating to a contract to any\nagency or instrumentality of the United States Government or any state or local\ngovernment.\n\n          (g) No employee, agent, consultant, representative, or affiliate of\nthe Company or any of its subsidiaries is in receipt or possession of any\ncompetitor or government proprietary or procurement sensitive information\nrelated to the Company's or any of its subsidiaries' business under\ncircumstances where there is reason to believe that such receipt or possession\nis unlawful or unauthorized.\n\n          (h) Each of the Company's and its subsidiaries' government contracts\nhas been issued, awarded or novated to the Company or the applicable subsidiary,\nas the case may be, in the Company's or such subsidiary's name.\n\n     3.21  Inventory.  The inventory of the Company and its subsidiaries\n           ---------                                                      \nconsists of raw materials and supplies, manufactured and purchased parts, goods\nin process and finished goods, all of which is merchantable and fit for the\npurposes for which it was procured or manufactured, and none of which is slow-\nmoving, obsolete, damaged, or defective, subject to a GAAP reserve for \n\n                                      -25-\n\n \ninventory set forth on the face of the Interim Balance Sheet (rather than in any\nnotes thereto) as adjusted for the passage of time through the Closing Date in\naccordance with the past custom and practice of the Company and its\nsubsidiaries.\n\n     3.22  Insurance.  Schedule 3.22 sets forth a complete and accurate list,\n           ---------                                                           \nas of the Balance Sheet Date, of all insurance policies carried by the Company\nor any of its subsidiaries and all insurance loss runs or workmen's compensation\nclaims received for the past two (2) policy years.  The Company has delivered to\nNavigant true, complete and correct copies of all current insurance policies,\nall of which are in full force and effect.  All premiums payable under all such\npolicies have been paid and the Company and its subsidiaries are otherwise in\nfull compliance with the terms of such policies.  Such policies of insurance are\nof the type and in amounts customarily carried by persons conducting businesses\nsimilar to that of the Company.  There have been no threatened terminations of,\nor material premium increases with respect to, any of such policies.\n\n     3.23  Environmental Matters.\n           ---------------------   \n\n          (a) Hazardous Material.  Other than as set forth on Schedule 3.23(a),\nno underground storage tanks and no amount of any substance that has been\ndesignated by any Governmental Entity or by applicable federal, state, local or\nother applicable law to be radioactive, toxic, hazardous or otherwise a danger\nto health or the environment, including, without limitation, PCBs, asbestos,\npetroleum, urea-formaldehyde and all substances listed as hazardous substances\npursuant to the Comprehensive Environmental Response, Compensation, and\nLiability Act of 1980, as amended, or defined as a hazardous waste pursuant to\nthe United States Resource Conservation and Recovery Act of 1976, as amended,\nand the regulations promulgated pursuant to said laws, but excluding office and\njanitorial supplies properly and safely maintained (a \"Hazardous Material\"), are\npresent in, on or under any property, including the land and the improvements,\nground water and surface water thereof, that the Company or any of its\nsubsidiaries has at any time owned, operated, occupied or leased.  Schedule\n3.23(a) identifies all underground and aboveground storage tanks, and the\ncapacity, age, and contents of such tanks, located on Real Property owned or\nleased by the Company or any of its subsidiaries.\n\n          (b) Hazardous Materials Activities.  Neither the Company nor any of\nits subsidiaries has transported, stored, used, manufactured, disposed of or\nreleased, or exposed its employees or others to, Hazardous Materials in\nviolation of any law in effect on or before the Closing Date, nor has the\nCompany or any of its subsidiaries disposed of, transported, sold, or\nmanufactured any product containing a Hazardous Material (collectively, \"Company\nHazardous Materials Activities\") in violation of any rule, regulation, treaty or\nstatute promulgated by any Governmental Entity in effect prior to or as of the\ndate hereof to prohibit, regulate or control Hazardous Materials or any\nHazardous Material Activity.\n\n          (c) Permits.  The Company and its subsidiaries currently holds all\nenvironmental approvals, permits, licenses, clearances and consents (the\n\"Environmental Permits\") necessary for the conduct of the Company's Hazardous\nMaterial Activities and other business of the Company and \n\n                                      -26-\n\n \nits subsidiaries as such activities and business are currently being conducted.\nAll Environmental Permits are in full force and effect. The Company and its\nsubsidiaries (A) is in compliance in all material respects with all terms and\nconditions of the Environmental Permits and (B) is in compliance in all material\nrespects with all other limitations, restrictions, conditions, standards,\nprohibitions, requirements, obligations, schedules and timetables contained in\nthe laws of all Governmental Entities relating to pollution or protection of the\nenvironment or contained in any regulation, code, plan, order, decree, judgment,\nnotice or demand letter issued, entered, promulgated or approved thereunder. To\nthe Company's knowledge, there are no circumstances that may prevent or\ninterfere with such compliance in the future. Schedule 3.23(c) includes a\nlisting and description of all Environmental Permits currently held by the\nCompany and its subsidiaries.\n\n          (d) Environmental Liabilities.  No action, proceeding, revocation\nproceeding, amendment procedure, writ, injunction or claim is pending, or to the\nknowledge of the Company, threatened concerning any Environmental Permit,\nHazardous Material or any Company Hazardous Materials Activity of the Company or\nany of its subsidiaries.  There are no past or present actions, activities,\ncircumstances, conditions, events, or incidents that could involve the Company\nor any of its subsidiaries (or any person or entity whose liability the Company\nor any of its subsidiaries has retained or assumed, either by contract or\noperation of law) in any environmental litigation, or impose upon the Company or\nany of its subsidiaries (or any person or entity whose liability the Company or\nany of its subsidiaries has retained or assumed, either by contract or operation\nof law) any environmental liability including, without limitation, common law\ntort liability.\n\n     3.24  Labor and Employment Matters.  With respect to employees of and\n           ----------------------------                                     \nservice providers to the Company:\n\n          (a) For purposes of this Section 3.24 and Section 3.25, the phrases\n\"Company's knowledge,\" \"to the knowledge of the Company\" or words of similar\nimport include the knowledge of anyone responsible for the Company's or any of\nits subsidiaries' human resources activities.\n\n          (b) each of the Company and its subsidiaries is and has been in\ncompliance in all material respects with all applicable laws respecting\nemployment and employment practices, terms and conditions of employment and\nwages and hours, including without limitation any such laws respecting\nemployment discrimination, workers' compensation, family and medical leave, the\nImmigration Reform and Control Act, and occupational safety and health\nrequirements, and has not and is not engaged in any unfair labor practice;\n\n          (c) there is not now, nor within the past three (3) years has there\nbeen, any unfair labor practice complaint against the Company or any of its\nsubsidiaries pending or, to the Company's knowledge, threatened, before the\nNational Labor Relations Board or any other comparable authority;\n\n                                      -27-\n\n \n          (d) there is not now, nor within the past three (3) years has there\nbeen, any labor strike, slowdown or stoppage actually pending or, to the\nCompany's knowledge, threatened, against or directly affecting the Company or\nany of its subsidiaries;\n\n          (e) to the Company's knowledge, no labor representation organization\neffort exists nor has there been any such activity within the past three (3)\nyears;\n\n          (f) no grievance or arbitration proceeding arising out of or under\ncollective bargaining agreements is pending and, to the Company's knowledge, no\nclaims therefor exist or have been threatened;\n\n          (g) the employees of the Company and its subsidiaries are not and have\nnever been represented by any labor union, and no collective bargaining\nagreement is binding and in force against the Company or any of its subsidiaries\nor currently being negotiated by the Company or any of its subsidiaries; and\n\n          (h) all persons classified by the Company or any of its subsidiaries\nas independent contractors do satisfy and have satisfied the requirements of law\nto be so classified, and the Company and its subsidiaries have fully and\naccurately reported their compensation on IRS Forms 1099 when required to do so.\n\n     3.25  Employee Benefit Plans.\n           ----------------------   \n\n          (a)  Definitions.\n\n                        (i)    \"Benefit Arrangement\" means any benefit\narrangement, obligation, custom, or practice, whether or not legally\nenforceable, to provide benefits, other than salary or commissions, as\ncompensation for services rendered, to present or former managers, employees,\nagents, or independent contractors, other than any obligation, arrangement,\ncustom or practice that is an Employee Benefit Plan, including, without\nlimitation, employment agreements, severance agreements, executive compensation\narrangements, incentive programs or arrangements, sick leave, vacation pay,\nseverance pay policies, plant closing benefits, salary continuation for\ndisability, consulting, or other compensation arrangements, workers'\ncompensation, retirement, deferred compensation, bonus, stock option or\npurchase, hospitalization, medical insurance, life insurance, tuition\nreimbursement or scholarship programs, any plans subject to Section 125 of the\nCode, and any plans providing benefits or payments in the event of a change of\ncontrol, change in ownership, or sale of a substantial portion (including all or\nsubstantially all) of the assets of any business or portion thereof, in each\ncase with respect to any present or former employees, managers, or agents.\n\n                        (ii)   \"Company Benefit Arrangement\" means any Benefit\nArrangement sponsored or maintained by the Company or any of its subsidiaries or\nwith respect to which the Company or any of its subsidiaries has or may have any\nliability (whether actual,\n\n                                      -28-\n\n \ncontingent, with respect to any of its assets or otherwise) as of the Closing\nDate, in each case with respect to any present or former managers, employees, or\nagents of the Company or any of its subsidiaries.\n\n                        (iii)  \"Company Plan\" means, as of the Closing Date, any\nEmployee Benefit Plan for which the Company or any of its subsidiaries is the\n\"plan sponsor\" (as defined in Section 3(16)(B) of ERISA) or any Employee Benefit\nPlan maintained by the Company or any of its subsidiaries or to which the\nCompany is obligated to make payments, in each case with respect to any present\nor former employees of the Company or any of its subsidiaries.\n\n                        (iv)   \"Employee Benefit Plan\" has the meaning given in\nSection 3(3) of ERISA.\n\n                        (v)    \"ERISA\" means the Employee Retirement Income\nSecurity Act of 1974, as amended, and all regulations and rules issued\nthereunder, or any successor law.\n\n                        (vi)   \"ERISA Affiliate\" means any person that, together\nwith the Company and its subsidiaries, would be or was at any time treated as a\nsingle employer under Section 414 of the Code or Section 4001 of ERISA and any\ngeneral partnership of which the Company or any of its subsidiaries is or has\nbeen a general partner.\n\n                        (vii)  \"Multiemployer Plan\" means any Employee Benefit\nPlan described in Section 3(37) of ERISA.\n\n                        (viii) \"Qualified Plan\" means any Employee Benefit Plan\nthat meets, purports to meet, or is intended to meet the requirements of Section\n401(a) of the Code.\n\n                        (ix)   \"Welfare Plan\" means any Employee Benefit Plan\ndescribed in Section 3(1) of ERISA.\n\n          (b) Schedule 3.25(b) contains a complete and accurate list of all\nCompany Plans and Company Benefit Arrangements.  Schedule 3.25(b) specifically\nidentifies all Company Plans (if any) that are Qualified Plans.\n\n          (c) With respect, as applicable, to Employee Benefit Plans and Benefit\nArrangements:\n\n                        (i)    true, correct, and complete copies of all the\nfollowing documents with respect to each Company Plan and Company Benefit\nArrangement, to the extent applicable, have been delivered to Navigant: (A) all\ndocuments constituting the Company Plans and Company Benefit Arrangements,\nincluding but not limited to, trust agreements, insurance policies, service\nagreements, and formal and informal amendments thereto; (B) the most recent\nForms 5500 or 5500C\/R and any financial statements attached thereto and those\nfor the prior three (3) years;\n\n                                      -29-\n\n \n(C) the last Internal Revenue Service determination letter, the last IRS\ndetermination letter that covered the qualification of the entire plan (if\ndifferent), and the materials submitted by the Company or any of its\nsubsidiaries to obtain those letters; (D) the most recent summary plan\ndescription; (E) the most recent written descriptions of all non-written\nagreements relating to any such plan or arrangement; (F) all reports submitted\nwithin the four (4) years preceding the date of this Agreement by third-party\nadministrators, actuaries, investment managers, consultants, or other\nindependent contractors; (G) all notices that were given within the three (3)\nyears preceding the date of this Agreement by the IRS, Department of Labor, or\nany other governmental agency or entity with respect to any plan or arrangement;\nand (H) employee manuals or handbooks containing personnel or employee relations\npolicies;\n\n                        (ii)   the Atlas Travel Services, Ltd. 401(k) Profit\nSharing Plan (the \"Company 401(k) Plan\") is the only Qualified Plan. Neither the\nCompany nor any of its subsidiaries has ever maintained or contributed to\nanother Qualified Plan. The Company 401(k) Plan qualifies under Section 401(a)\nof the Code, and any trusts maintained pursuant thereto are exempt from federal\nincome taxation under Section 501 of the Code, and nothing has occurred with\nrespect to the design or operation of any Qualified Plans that could cause the\nloss of such qualification or exemption or the imposition of any liability,\nlien, penalty, or tax under ERISA or the Code;\n\n                        (iii)  neither the Company nor any of its subsidiaries\nhas ever sponsored or maintained, had any obligation to sponsor or maintain, or\nhad any liability (whether actual or contingent, with respect to any of its\nassets or otherwise) with respect to any Employee Benefit Plan subject to\nSection 302 of ERISA or Section 412 of the Code or Title IV of ERISA (including\nany Multiemployer Plan);\n\n                        (iv)   each Company Plan and each Company Benefit\nArrangement has been maintained in accordance with its constituent documents and\nwith all applicable provisions of the Code, ERISA and other laws, including\nfederal and state securities laws; \n\n                        (v)    there are no pending claims or lawsuits\nby, against, or relating to any Employee Benefit Plans or Benefit Arrangements\nthat are not Company Plans or Company Benefit Arrangements that would, if\nsuccessful, result in liability of the Company, any of its subsidiaries or any\nInterestholder, and no claims or lawsuits have been asserted, instituted or, to\nthe knowledge of the Company, threatened by, against, or relating to any Company\nPlan or Company Benefit Arrangement, against the assets of any trust or other\nfunding arrangement under any such Company Plan, by or against the Company or\nany of its subsidiaries with respect to any Company Plan or Company Benefit\nArrangement, or by or against the plan administrator or any fiduciary of any\nCompany Plan or Company Benefit Arrangement, and the Company does not have\nknowledge of any fact that could form the basis for any such claim or lawsuit.\nThe Company Plans and Company Benefit Arrangements are not presently under audit\nor examination (nor has notice been received of a potential audit or\nexamination) by the IRS, the Department of Labor, or any other governmental\nagency or entity, and no matters are pending with respect to the Company 401(k)\nPlan \n\n                                      -30-\n\n \nunder the IRS's Voluntary Compliance Resolution program, its Closing Agreement\nProgram, or other similar programs;\n\n          (vi)    no Company Plan or Company Benefit Arrangement contains any\nprovision or is subject to any law that would prohibit the transactions\ncontemplated by this Agreement or that would give rise to any vesting of\nbenefits, severance, termination, or other payments or liabilities as a result\nof the transactions contemplated by this Agreement;\n\n          (vii)   with respect to each Company Plan, there has occurred no non-\nexempt \"prohibited transaction\" (within the meaning of Section 4975 of the Code)\nor transaction prohibited by Section 406 of ERISA or breach of any fiduciary\nduty described in Section 404 of ERISA that would, if successful, result in any\nliability for the Company, any of its subsidiaries or any shareholder, member,\nofficer, director, manager, or employee of the Company or any of its\nsubsidiaries;\n\n          (viii)  all reporting, disclosure, and notice requirements of ERISA\nand the Code have been fully and completely satisfied with respect to each\nCompany Plan and each Company Benefit Arrangement;\n\n          (ix)    all amendments and actions required to bring the Company\nBenefit Plans into conformity with the applicable provisions of ERISA, the Code,\nand other applicable laws have been made or taken except to the extent such\namendments or actions (A) are not required by law to be made or taken until\nafter the Closing Date and (B) are disclosed on Schedule 3.25(c);\n\n          (x)     payment has been made of all amounts that the Company or any\nof its subsidiaries is required to pay as contributions to the Company Benefit\nPlans as of the last day of the most recent fiscal year of each of the plans\nended before the date of this Agreement; all benefits accrued under any unfunded\nCompany Plan or Company Benefit Arrangement will have been paid, accrued, or\notherwise adequately reserved in accordance with GAAP as of the Balance Sheet\nDate; and all monies withheld from employee paychecks with respect to Company\nPlans have been transferred to the appropriate plan within 30 days of such\nwithholding;\n\n          (xi)    neither the Company nor any of its subsidiaries has prepaid or\nprefunded any Welfare Plan through a trust, reserve, premium stabilization, or\nsimilar account, nor does it provide benefits through a voluntary employee\nbeneficiary association as defined in Section 501(c)(9);\n\n          (xii)   no statement, either written or oral, has been made by the\nCompany or any of its subsidiaries to any person with regard to any Company Plan\nor Company Benefit Arrangement that was not in accordance with the Company Plan\nor Company Benefit Arrangement and that could have an adverse economic\nconsequence to the Company and its subsidiaries, taken as a whole;\n\n                                      -31-\n\n \n                   (xiii)   neither the Company nor any of its subsidiaries has\nany liability (whether actual, contingent, with respect to any of its assets or\notherwise) with respect to any Employee Benefit Plan or Benefit Arrangement that\nis not a Company Benefit Arrangement or with respect to any Employee Benefit\nPlan sponsored or maintained (or which has been or should have been sponsored or\nmaintained) by any ERISA Affiliate;\n\n                   (xiv)    all group health plans of the Company, its\nsubsidiaries and its affiliates have been operated in material compliance with\nthe requirements of Sections 4980B (and its predecessor) and 5000 of the Code,\nand each of the Company and its subsidiaries has provided, or will have provided\nbefore the Closing Date, to individuals entitled thereto all required notices\nand coverage pursuant to Section 4980B with respect to any \"qualifying event\"\n(as defined therein) occurring before or on the Closing Date;\n\n                   (xv)     no employee or former employee of the Company or any\nof its subsidiaries or beneficiary of any such employee or former employee is,\nby reason of such employee's or former employee's employment, entitled to\nreceive any benefits, including, without limitation, death or medical benefits\n(whether or not insured) beyond retirement or other termination of employment as\ndescribed in Statement of Financial Accounting Standards No. 106, other than (i)\ndeath or retirement benefits under a Qualified Plan, (ii) deferred compensation\nbenefits accrued as liabilities on the Closing Statement or (iii) continuation\ncoverage mandated under Section 4980B of the Code or other applicable law.\n\n          (d)      Schedule 3.25(d) hereto contains the most recent quarterly\nlisting of workers' compensation claims and a schedule of workers' compensation\nclaims of the Company and its subsidiaries for the last three (3) fiscal years.\n\n          (e)      Schedule 3.25(e) hereto sets forth an accurate list, as of\nthe date hereof, of all employees of the Company and its subsidiaries who earned\nmore than $75,000 in 1997, all officers, directors and managers, and lists all\nemployment agreements with such employees, officers, directors and managers and\nthe rate of compensation (and the portions thereof attributable to salary,\nbonus, and other compensation respectively) of each such person as of (a) the\nBalance Sheet Date and (b) the date hereof.\n\n          (f)      Neither the Company nor any of its subsidiaries have declared\nor paid any bonus compensation in contemplation of the transactions contemplated\nby this Agreement.\n\n          (g)      Except as set forth on Schedule 3.25(g), there are no\nContingent Deferred Sales Charges (\"CDSC's\") or similar surrender fees, asset\ncharges or other penalties that will become payable as a result of the\ntermination of any Company Plan or Company Benefit Arrangement or the merger of\nthe assets of such Company Plan or Company Benefit Arrangement into a plan or\nbenefit arrangement of Navigant. To the extent that any such CDSC's or similar\ncharges or penalties are payable upon such event, the Interestholders shall pay\nsuch amounts at Closing or, with the concurrence of Navigant, Navigant may pay\nsuch amounts and the Consideration shall be reduced accordingly.\n\n                                      -32-\n\n \n     3.26  Taxes.\n           -----   \n\n           (a)      (i)   Each of the Company and its subsidiaries has timely\nfiled all Tax Returns due on or before the Closing Date, and all such Tax\nReturns are true, correct, and complete in all respects.\n\n                    (ii)  Each of the Company and its subsidiaries has paid in\nfull on a timely basis all Taxes owed by it, whether or not shown on any Tax\nReturn.\n\n                    (iii) The amount of each of the Company's and its\nsubsidiaries' liability for unpaid Taxes as of the Balance Sheet Date did not\nexceed the amount of the current liability accruals for Taxes (excluding\nreserves for deferred Taxes) shown on the Interim Balance Sheet or the books and\nrecords of the applicable subsidiary, and the amount of each of the Company's\nand the subsidiaries' liability for unpaid Taxes for all periods or portions\nthereof ending on or before the Closing Date will not exceed the amount of the\ncurrent liability accruals for Taxes (excluding reserves for deferred Taxes) as\nsuch accruals are reflected on the books and records of the Company or the\napplicable subsidiary on the Closing Date.\n\n                    (iv)  Except as set forth on Schedule 3.26, there are no\nongoing examinations or claims against the Company or any of its subsidiaries\nfor Taxes, and no notice of any audit, examination, or claim for Taxes, whether\npending or threatened, has been received.\n\n                    (v)   Each of the Company and its subsidiaries has a taxable\nyear ended on December 31st, in each year commencing at the inception of the\nrespective company.\n\n                    (vi)  Each of the Company and its subsidiaries currently\nutilizes the cash method of accounting for income Tax purposes and such method\nof accounting has not changed since the date of incorporation or organization.\nNeither the Company nor any of its subsidiaries has agreed to, and is not and\nwill not be required to, make any adjustments under Code Section 481(a) as a\nresult of a change in accounting methods.\n\n                    (vii) Each of the Company and its subsidiaries has withheld\nand paid over to the proper governmental authorities all Taxes required to have\nbeen withheld and paid over, and complied with all information reporting and\nbackup withholding requirements, including maintenance of required records with\nrespect thereto, in connection with amounts paid to any employee, independent\ncontractor, creditor, or other third party.\n\n                    (viii)Copies of (A) any Tax examinations, (B) extensions of\nstatutory limitations for the collection or assessment of Taxes and (C) the Tax\nReturns of each of the Company and its subsidiaries for the last fiscal year\nhave been delivered to Navigant.\n\n                                      -33-\n\n \n          (ix)    There are (and as of immediately following the Closing there\nwill be) no Liens on the assets of the Company or any of its subsidiaries\nrelating to or attributable to Taxes.\n\n          (x)     To the Company's knowledge, there is no basis for the\nassertion of any claim relating or attributable to Taxes which, if adversely\ndetermined, would result in any Lien on the assets of the Company or any of its\nsubsidiaries or otherwise have an adverse effect on the Company and its\nsubsidiaries, taken as a whole, or their businesses taken as a whole.\n\n          (xi)    None of the Company's or its subsidiaries' assets are treated\nas \"tax exempt use property\" within the meaning of Section 168(h) of the Code.\n\n          (xii)   There are no contracts, agreements, plans or arrangements,\nincluding but not limited to the provisions of this Agreement, covering any\nemployee or former employee of the Company or any of its subsidiaries that,\nindividually or collectively, could give rise to the payment of any amount (or\nportion thereof) that would not be deductible pursuant to Sections 280G, 404 or\n162 of the Code.\n\n          (xiii)  Neither the Company nor any of its subsidiaries has filed any\nconsent agreement under Section 341(f) of the Code or agreed to have Section\n341(f)(2) of the Code apply to any disposition of a subsection (f) asset (as\ndefined in Section 341(f)(4) of the Code) owned by the Company or any of its\nsubsidiaries..\n\n          (xiv)   Neither the Company nor any of its subsidiaries is, nor has\nbeen at any time, a party to a tax sharing, tax indemnity or tax allocation\nagreement, and neither the Company nor any of its subsidiaries has assumed the\ntax liability of any other person under contract.\n\n          (xv)    Neither the Company nor any of its subsidiaries is, nor has\nbeen at any time, a \"United States real property holding corporation\" within the\nmeaning of Section 897(c)(2) of the Code.\n\n          (xvi)   Each of the Company's and its subsidiaries' tax basis in its\nrespective assets for purposes of determining its future amortization,\ndepreciation and other federal income tax deductions is accurately reflected on\nthe Company's and the applicable subsidiary's, as the case may be, tax books and\nrecords.\n\n          (xvii)  Neither the Company nor any of its subsidiaries has been a\nmember of an affiliated group filing a consolidated federal income Tax Return\nand does not have any liability for the Taxes of another person under Treas.\nReg. (S) 1.1502-6 (or any similar provision of state, local or foreign law), as\na transferee or successor, by contract or otherwise.\n\n   (b   The Company has been properly classified as a partnership for all\nfederal income tax purposes at all times since its formation through the date\nhereof, and each of its \n\n\n                                      -34-\n\n \nsubsidiaries is disregarded as an entity separate from its owner for all federal\ntax purposes and has not elected to be classified as an association for all\nfederal tax purposes.\n\n          (c)     Each Interestholder, member or shareholder has filed and will\nhave filed all required Tax Returns and will have filed all required Tax Returns\nand has paid and will have paid all Taxes arising from compensation income\nreceived from the Company and its subsidiaries, as the case may be, through the\ndate of the Closing, except for those returns which are not yet due as of the\nClosing and which the Interestholders, members or shareholders shall prepare and\nfile prior to the appropriate due date of such returns including any extensions\nthereof.\n\n           (d)     For purposes of this Agreement:\n\n                        (i)  the term \"Tax\" shall include any tax or similar\ngovernmental charge, impost or levy (including without limitation income taxes,\nfranchise taxes, transfer taxes or fees, sales taxes, use taxes, gross receipts\ntaxes, value added taxes, employment taxes, excise taxes, ad valorem taxes,\nproperty taxes, withholding taxes, payroll taxes, minimum taxes or windfall\nprofit taxes) together with any related penalties, fines, additions to tax or\ninterest imposed by the United States or any state, county, local or foreign\ngovernment or subdivision or agency thereof; and\n\n                        (ii) the term \"Tax Return\" shall mean any return\n(including any information return), report, statement, schedule, notice, form,\nestimate, or declaration of estimated tax relating to or required to be filed\nwith any governmental authority in connection with the determination,\nassessment, collection or payment of any Tax.\n\n     3.27  Conformity with Law; Litigation.\n           -------------------------------   \n\n           (a)    Neither the Company nor any of its subsidiaries has violated\nany law or regulation or any order of any court or federal, state, municipal or\nother governmental department, commission, board, bureau, agency or\ninstrumentality having jurisdiction over it.\n\n           (b)    No Interestholder has, at any time: (i) committed any criminal\nact (except for minor traffic violations); (ii) engaged in acts of fraud,\ndishonesty, gross negligence or moral turpitude; (iii) filed for personal\nbankruptcy; or (iv) been an officer, director, manager, trustee or controlling\nshareholder of a company that filed for bankruptcy or Chapter 11 protection.\n\n           (c)    Except as set forth on Schedule 3.27(c), there are no claims,\nactions, suits or proceedings, pending or, to the knowledge of the Company,\nthreatened against or affecting the Company or any of its subsidiaries at law or\nin equity, or before or by any federal, state, municipal or other governmental\ndepartment, commission, board, bureau, agency or instrumentality having\njurisdiction over it and no notice of any claim, action, suit or proceeding,\nwhether pending or threatened, has been received.  There are no judgments,\norders, injunctions, decrees, stipulations or awards (whether rendered by a\ncourt or administrative agency or by arbitration) against the Company or any of\nits subsidiaries or against any of their respective properties or businesses.\n\n\n                                      -35-\n\n \n     3.28  Relations with Governments.  Neither the Company nor any of its\n           --------------------------                                       \nsubsidiaries has made, offered or agreed to offer anything of value to any\ngovernmental official, political party or candidate for government office, nor\nhas it otherwise taken any action that would cause the Company or any of its\nsubsidiaries to be in violation of the Foreign Corrupt Practices Act of 1977, as\namended, or any law of similar effect.\n\n     3.29  Absence of Claims Against Company.  No Interestholder has any\n           ---------------------------------                              \nclaims against the Company or any of its subsidiaries.\n\n     3.30  Absence of Changes.  Since the Balance Sheet Date, each of the\n           ------------------                                              \nCompany and its subsidiaries has conducted its business in the ordinary course\nand, except as contemplated herein or as set forth on Schedule 3.30, there has\nnot been:\n\n           (a)  any change, by itself or together with other changes, that has\naffected adversely, or is likely to affect adversely, the business, operations,\naffairs, prospects, properties, assets, profits or condition (financial or\notherwise) of the Company and its subsidiaries taken as a whole;\n\n           (b)  any damage, destruction or loss (whether or not covered by\ninsurance) adversely affecting the properties or business of the Company and its\nsubsidiaries taken as a whole;\n\n           (c)  any change in the capital structure of the Company or any of its\nsubsidiaries or in their respective outstanding securities or any change in\ntheir respective membership interests or any grant of any options, warrants,\ncalls, conversion rights or commitments by the Company or any of its\nsubsidiaries;\n\n           (d)  any declaration or payment of any distribution in respect of the\ncapital stock or other ownership interests, or any direct or indirect\nredemption, purchase or other acquisition of the capital stock or other\nownership interests of the Company or any of its subsidiaries, other than the\nGuaranteed Payment and the Stock Distribution;\n\n           (e)  any increase in the compensation, bonus, sales commissions or\nfee arrangements payable or to become payable by the Company or any of its\nsubsidiaries to any of its respective officers, directors, managers,\nshareholders, members, Interestholders, employees, consultants or agents, except\nfor ordinary and customary bonuses and salary increases for employees in\naccordance with past practice, nor has the Company or any of its subsidiaries\nentered into or amended any Company Benefit Arrangement, Company Plan,\nemployment, severance or other agreement relating to compensation or fringe\nbenefits;\n\n           (f)  any work interruptions, labor grievances or claims filed, or any\nsimilar event or condition of any character, materially adversely affecting the\nbusiness or future prospects of the Company and its subsidiaries, taken as a\nwhole;\n\n                                      -36-\n\n \n           (g)  any sale or transfer, or any agreement to sell or transfer, any\nmaterial assets property or rights of the Company or any of its subsidiaries to\nany person, including without limitation the Interestholders and their\naffiliates;\n\n           (h)  any cancellation, or agreement to cancel, any indebtedness or\nother obligation owing to the Company or any of its subsidiaries, including\nwithout limitation any indebtedness or obligation of the Interestholders and\ntheir affiliates, provided that the Company and its subsidiaries may negotiate\nand adjust bills in the course of good faith disputes with customers in a manner\nconsistent with past practice;\n\n           (i)  any plan, agreement or arrangement granting any preferential\nrights to purchase or acquire any interest in any of the assets, property or\nrights of the Company or any of its subsidiaries or requiring consent of any\nparty to the transfer and assignment of any such assets, property or rights;\n\n           (j)  any purchase or acquisition of, or agreement, plan or\narrangement to purchase or acquire, any property, rights or assets outside of\nthe ordinary course of business of the Company and its subsidiaries;\n\n           (k)  any waiver of any material rights or claims of the Company or\nany of its subsidiaries;\n\n           (l)  any breach, amendment or termination of any material contract,\nagreement, license, permit or other right to which the Company or any of its\nsubsidiaries is a party;\n\n           (m)  any transaction by the Company or any of its subsidiaries\noutside the ordinary course of business;\n\n           (n)  any capital commitment by the Company or any of its\nsubsidiaries, either individually or in the aggregate, exceeding $5,000;\n\n           (o)  any change in accounting methods or practices (including any\nchange in depreciation or amortization policies or rates) by the Company or any\nof its subsidiaries or the revaluation by the Company or any of its subsidiaries\nof any of its assets;\n\n           (p)  any creation or assumption by the Company or any of its\nsubsidiaries of any mortgage, pledge, security interest or lien or other\nencumbrance on any asset (other than liens arising under existing lease\nfinancing arrangements which are not material and liens for Taxes not yet due\nand payable);\n\n           (q)  any entry into, amendment of, relinquishment, termination or \nnon-renewal by the Company or any of its subsidiaries of any contract, lease\ntransaction, commitment or other right\n\n\n                                      -37-\n\n \nor obligation requiring aggregate payments by the Company or any of its\nsubsidiaries in excess of $5,000;\n\n          (r)  any loan by the Company or any of its subsidiaries to any person\nor entity, incurring by the Company or any of its subsidiaries, of any\nindebtedness, guaranteeing by the Company or any of its subsidiaries of any\nindebtedness, issuance or sale of any debt securities of the Company or any of\nits subsidiaries or guaranteeing of any debt securities of others;\n\n          (r)  the commencement or notice or, to the knowledge of the Company,\nthreat of commencement, of any lawsuit or proceeding against, or investigation\nof, the Company or any of its subsidiaries or any of its respective affairs;\n\n          (t)  any capital contribution required to be made to the Company or\nany of its subsidiaries which has not been paid in full; or\n\n          (u)  negotiation or agreement by the Company, any of its subsidiaries\nor any officer, director, manager, member, shareholder or employee thereof to do\nany of the things described in the preceding clauses (a) through (s) (other than\nnegotiations with Navigant and its representatives regarding the transactions\ncontemplated by this Agreement).\n\n     3.31  Disclosure.  All written agreements, lists, schedules, instruments,\n           ----------                                                           \nexhibits, documents, certificates, reports, statements and other writings\nfurnished to Navigant pursuant hereto or in connection with this Agreement or\nthe transactions contemplated hereby, are and will be complete and accurate in\nall material respects.  No representation or warranty by the Interestholders or\nthe Company contained in this Agreement, in the Schedules attached hereto or in\nany certificate furnished or to be furnished by the Interestholders or the\nCompany to Navigant in connection herewith or pursuant hereto contains or will\ncontain any untrue statement of a material fact or omits or will omit to state\nany material fact necessary in order to make any statement contained herein or\ntherein not misleading.  There is no fact known to any Interestholder that has\nspecific application to such Interestholder or the Company (other than general\neconomic or industry conditions) and that materially adversely affects or, as\nfar as such Interestholder can reasonably foresee, materially threatens, the\nassets, business, prospects, financial condition, or results of operations of\nthe Company and its subsidiaries, taken as a whole, that has not been set forth\nin this Agreement or any Schedule hereto.\n\n     3.32  Predecessor Status; Etc.    Schedule 3.32 sets forth a listing of all\n           ------------------------                                             \nlegal names, trade names, fictitious names or other names (including, without\nlimitation, any names of divisions or operations) of the Company, its\nsubsidiaries and all of its predecessor companies during the five-year period\nimmediately preceding the Closing, including without limitation the names of any\nentities from whom the Company or any of its subsidiaries has acquired material\nassets. During the five-year period immediately preceding the Closing, the\nCompany and each of its subsidiaries has operated only under the names set forth\non Schedule 3.32 in the jurisdiction or jurisdictions set forth\n\n                                      -38-\n\n \non Schedule 3.32 and has not been a subsidiary or division of another\ncorporation or a part of an acquisition which was later rescinded.\n\n     3.33  Required Governmental Filings and Consents.  The execution,\n           ------------------------------------------                   \ndelivery and performance of this Agreement and the consummation of the\ntransactions contemplated hereby and thereby, will not require any consent,\napproval, authorization or permit of, or filing with or notification to, any\ngovernmental or regulatory authority, domestic or foreign, except (a) for\napplicable requirements, if any, of the Securities Act of 1933, as amended, the\nSecurities Exchange Act of 1934, as amended, state securities or Blue Sky laws,\nthe Bylaws of the National Association of Securities Dealers, Inc. and (b) where\nthe failure to obtain such consents, approvals, authorization or permits, or to\nmake such filings or notifications, would not prevent or delay consummation of\nthe Acquisition or otherwise prevent the Company from performing its obligations\nunder this Agreement.\n\n     3.34  ARC Accreditation and Bonding Requirements.  The Company and each\n           ------------------------------------------                         \nsubsidiary is, and at Closing, will be accredited with the Airlines Reporting\nCompany (\"ARC\"), and none of the Company, any subsidiary and the Interestholders\nhave any knowledge of any fact, matter, or circumstance which by itself, or with\nthe passage of time, may give rise to an action by ARC terminating the Company's\nand\/or any subsidiary's accreditation.  As a condition to maintaining its\naccreditation with ARC, the Company and each subsidiary has established an\nIrrevocable Letter of Credit for the benefit of ARC.  Schedule 3.34 sets forth\nthe face amount of such Letters of Credit, the expiration date of  such Letters\nof Credit, the name of the institution issuing such Letters of Credit, and the\nfee paid for such  Letters of Credit.\n\n4.   REPRESENTATIONS OF NAVIGANT AND PTC.\n     -----------------------------------           \n\n     To induce the Company and the Interestholders to enter into this Agreement\nand consummate the transactions contemplated hereby, each of Navigant and PTC\nrepresents and warrants to the Company and the Interestholders as follows:\n\n     4.1   Due Organization.  Each of Navigant and PTC is a corporation duly\n           ----------------                                                   \norganized, validly existing and in good standing under the laws of the State of\nDelaware and under the laws of the State of Colorado, respectively, and is duly\nauthorized and qualified to do business under all applicable laws, regulations,\nordinances and orders of public authorities to carry on their respective\nbusinesses in the places and in the manner as now conducted.  Copies of the\nCertificate of Incorporation and the Bylaws, each as amended, of Navigant and\nPTC (collectively, the \"Navigant Charter Documents\") have been made available to\nthe Company.  Neither Navigant nor PTC is in violation of any Navigant Charter\nDocument.\n\n     4.2   Authorization; Validity of Obligations.  The representatives of\n           --------------------------------------                           \nNavigant and PTC executing this Agreement have all requisite corporate power and\nauthority to enter into and bind Navigant and PTC to the terms of this\nAgreement.  Each of Navigant and PTC has the full legal right, power and\ncorporate authority, as applicable, to enter into this Agreement and the\ntransactions \n\n                                      -39-\n\n \ncontemplated hereby. The execution and delivery of this Agreement by Navigant\nand PTC and the performance by each of Navigant and PTC of the transactions\ncontemplated herein have been duly and validly authorized by the respective\nBoards of Directors of Navigant and PTC, and this Agreement has been duly and\nvalidly authorized by all necessary corporate action. This Agreement is a legal,\nvalid and binding obligation of each of Navigant and PTC enforceable in\naccordance with its terms.\n\n     4.3   No Conflicts.  The execution, delivery and performance of this\n           ------------                                                    \nAgreement, the consummation of the transactions herein contemplated hereby and\nthe fulfillment of the terms hereof will not:\n\n           (a)  conflict with, or result in a breach or violation of the\nNavigant Charter Documents;\n\n           (b)  subject to compliance with any agreements between Navigant and\nits lenders, conflict with, or result in a default (or would constitute a\ndefault but for a requirement of notice or lapse of time or both) under any\ndocument, agreement or other instrument to which either Navigant or PTC is a\nparty, or result in the creation or imposition of any lien, charge or\nencumbrance on any of Navigant's or PTC's properties pursuant to (i) any law or\nregulation to which either Navigant or PTC or any of their respective property\nis subject, or (ii) any judgment, order or decree to which Navigant or PTC is\nbound or any of their respective property is subject;\n\n           (c)  result in termination or any impairment of any material permit,\nlicense, franchise, contractual right or other authorization of Navigant or PTC;\nor\n\n           (d)  violate any law, order, judgment, rule, regulation, decree or\nordinance to which Navigant or PTC is subject, or by which Navigant or PTC is\nbound, (including, without limitation, the HSR Act, together with all rules and\nregulations promulgated thereunder).\n\n5.   COVENANTS.\n     ---------       \n\n     5.1  Tax Matters.\n          -----------   \n\n           (a)  The following provisions shall govern the allocation of\nresponsibility as between the Company, on the one hand, and the Interestholders,\non the other, for certain tax matters following the Closing Date:\n\n                      (i)     Interestholders shall prepare or cause to be\nprepared and file or cause to be filed, within the time and in the manner\nprovided by law, all Tax Returns of the Company and each of its subsidiaries for\nall periods ending on or before the Closing Date that are due after the Closing\nDate. Interestholders shall pay on or before the due date of such Tax Returns\nthe amount of all Taxes shown as due on such Tax Returns to the extent that such\nTaxes are not reflected in the current liability accruals for Taxes (excluding\nreserves for deferred Taxes) shown on\n\n\n                                      -40-\n\n \nthe Company's or the applicable subsidiary's, as the case may be, books and\nrecords as of the Closing Date. Such Returns shall be prepared and filed in\naccordance with applicable law and in a manner consistent with past practices\nand shall be subject to review and approval by Navigant. To the extent\nreasonably requested by the Interestholders or required by law, Navigant and the\nSurviving Entity shall participate in the filing of any Tax Returns filed\npursuant to this paragraph.\n\n                  (ii)      The Surviving Entity shall prepare or cause to be\nprepared and file or cause to be filed any Tax Returns for Tax periods which\nbegin before the Closing Date and end after the Closing Date. The\nInterestholders shall pay to the Surviving Entity within fifteen (15) days after\nthe date on which Taxes are paid with respect to such periods an amount equal to\nthe portion of such Taxes which relates to the portion of such taxable period\nending on the Closing Date to the extent such Taxes are not reflected in the\ncurrent liability accruals for Taxes (excluding reserves for deferred Taxes)\nshown on the Company's or the applicable subsidiary's, as the case may be, books\nand records as of the Closing Date. For purposes of this Section 5.1, in the\ncase of any Taxes that are imposed on a periodic basis and are payable for a\nTaxable period that includes (but does not end on) the Closing Date, the portion\nof such Tax which relates to the portion of such Taxable period ending on the\nClosing Date shall (x) in the case of any Taxes other than Taxes based upon or\nrelated to income or receipts, be deemed to be the amount of such Tax for the\nentire Taxable period multiplied by a fraction the numerator of which is the\nnumber of days in the Taxable period ending on the Closing Date and the\ndenominator of which is the number of days in the entire Taxable period, and (y)\nin the case of any Tax based upon or related to income or receipts be deemed\nequal to the amount which would be payable if the relevant Taxable period ended\non the Closing Date. Any credits relating to a Taxable period that begins before\nand ends after the Closing Date shall be taken into account as though the\nrelevant Taxable period ended on the Closing Date. All determinations necessary\nto give effect to the foregoing allocations shall be made in a manner consistent\nwith prior practice of the Surviving Entity.\n\n                  (iii)     Navigant and the Surviving Entity on one hand and\nInterestholders on the other hand shall (A) cooperate fully, as reasonably\nrequested, in connection with the preparation and filing of Tax Returns pursuant\nto this Section 5.1 and any audit, litigation or other proceeding with respect\nto Taxes; (B) make available to the other, as reasonably requested, all\ninformation, records or documents with respect to Tax matters pertinent to the\nCompany and each of its subsidiaries for all periods ending prior to or\nincluding the Closing Date; and (C) preserve information, records or documents\nrelating Tax matters pertinent to the Company and each of its subsidiaries that\nis in their possession or under their control until the expiration of any\napplicable statute of limitations or extensions thereof.\n\n                  (iv)      The Interestholders shall timely pay all transfer,\ndocumentary, sales, use, stamp, registration and other Taxes and fees arising\nfrom or relating to the transactions contemplated by this Agreement, and the\nInterestholders shall, at their own expense, file all necessary Tax Returns and\nother documentation with respect to all such transfer, documentary, sales, use,\nstamp, registration, and other Taxes and fees. If required by applicable law,\nNavigant and the Surviving Entity will join in the execution of any such Tax\nReturns and other documentation.\n\n\n\n                                      -41-\n\n \n           (b)   The Company and the Interestholders shall, prior to the\nClosing, take no action with respect to ownership interests, or the assets or\nliabilities of the Company or any of its subsidiaries, that would cause the\nCompany or any of its subsidiaries to be treated other than as a partnership for\nfederal and state income tax purposes.\n\n           (c)   At Navigant's option, the Company and each Interestholder shall\nmake an election under Section 754 of the Code (and any corresponding election\nunder state, local and foreign tax law) with respect to the purchase and sale of\nthe interest of the Company hereunder (a \"Section 754 Election\") and file all\nstatements directed by Navigant to give effect of such election.\nInterestholders shall include any income, gain, loss deduction or other tax item\nresulting from the Section 754 Election on their Tax Returns to the extent\npermitted by applicable law.  The Interestholders shall also pay any Tax imposed\non the Company or its subsidiaries attributable to the making of the Section 754\nElection, and the Interestholders shall indemnify Navigant, the Surviving Entity\nand their subsidiaries against any Tax or other liability arising out of any\nfailure to pay any such Taxes.  In the event that the Section 754 Election\nresults in additional tax for the Interestholders, Navigant shall pay to the\nInterestholders the difference between (i) the tax paid by the Interestholders\nas a result of the Section 754 Election and (ii) the tax which would have been\npaid by the Interestholders if Section 754 Election had not been made by the\nInterestholders.  Prior to filing the return, at Navigant's cost, the\nInterestholders shall have Navigant's Accountant review the return to ensure\nthat the Section 754 Election is properly executed and the calculation of the\ndifference is properly calculated.  Any payment by Navigant hereunder shall be\nmade ten (10) days following the date of such review by Navigant's Accountant.\n\n     5.2   Guaranteed Payment.  Prior to the Closing, the Company may, in its\n           ------------------                                                  \nsole discretion, (i) make a cash distribution (a \"Guaranteed Payment\") to the\nInterestholders in an amount equal to $3,293,203 and (ii) make a distribution to\nthe Interestholders (the \"Stock Distribution\") of all of the capital stock of\nNew Media Solutions, Inc., ReCompute Corporation and Travel Services, Inc., dba\nTripMakers held by the Company.\n\n     5.3   Accounts Receivable.  In the event that all Accounts Receivable are\n           -------------------                                                  \nnot collected in full (net of reserves specified in Section 3.14) within one\nhundred twenty (120) days after the Closing then, at the request of the\nSurviving Entity, the Interestholders shall pay (based on their percentage\nownership of the Company immediately prior to the Effective Time) the Surviving\nEntity an amount equal to the Accounts Receivable not so collected, and upon\nreceipt of such payment the Surviving Entity shall assign to the Interestholders\nmaking the payment all of its rights with respect to the uncollected Accounts\nReceivable giving rise to the payment and shall also thereafter promptly remit\nany excess collections received by it with respect to such assigned Accounts\nReceivable.  If and when the amount subsequently collected by Interestholders\nwith respect to the assigned Accounts Receivable equals (a) the payment made\ntherefor plus (b) the costs and expenses reasonably incurred by the\nInterestholders in the collection of such assigned Accounts Receivable, the\nInterestholders shall reassign to the Surviving Entity all of such assigned\nAccounts Receivable as have not been collected in full by the Interestholders\nand shall also thereafter promptly remit any \n\n\n\n                                      -42-\n\n \nexcess collections received by them. Upon the written request of the Surviving\nEntity, the Interestholders shall provide it with a status report concerning the\ncollection of assigned Accounts Receivable.\n\n     5.4  [Intentionally Deleted].\n          -----------------------   \n\n     5.5  Employee Benefit Plans.  If reasonably requested by Navigant, the\n          ----------------------                                             \nCompany shall terminate any Company Plan or Company Benefit Arrangement\nsubstantially contemporaneously with the Closing.  Notwithstanding the\nforegoing, with respect to any Company Plan or Company Benefit Arrangement that\nis not terminated or merged into an existing Navigant plan or benefit\narrangement substantially contemporaneously with the Closing, the\nInterestholders shall cooperate (and shall use their reasonable efforts to cause\nthe officers and employees of the Company that are responsible for administering\nany such Company Plan or Company Benefit Arrangement to cooperate) with Navigant\non and after the Closing Date in continuing to administer and maintain such\nCompany Plan or Company Benefit Arrangement in accordance with its constituent\ndocuments and with all applicable provisions of the Code, ERISA and other laws,\nincluding applicable federal and state securities laws, until such  time as the\nCompany Plan or Company Benefit Arrangement are terminated or merged into a\nNavigant plan or benefit arrangement.\n\n     5.6  Related Party Agreements.  The Company and\/or the Interestholders,\n          ------------------------                                            \nas the case may be, shall terminate any Related Party Agreements which Navigant\nrequests the Company or Interestholders to terminate.\n\n     5.7  Cooperation.\n          -----------   \n\n          (a)   The Company, Interestholders, Navigant and PTC shall each\ndeliver or cause to be delivered to the other on the Closing Date, and at such\nother times and places as shall be reasonably agreed to, such instruments as the\nother may reasonably request for the purpose of carrying out this Agreement. In\nconnection therewith, if required, the president or chief financial officer of\nthe Company shall execute any documentation reasonably required by Navigant's\nindependent public accountants (in connection with such accountant's audit of\nthe Company and its subsidiaries) or the Nasdaq National Market.\n\n          (b)   The Interestholders and the Company shall cooperate and use\ntheir reasonable efforts to have the present officers, managers and employees of\nthe Company cooperate with Navigant on and after the Closing Date in furnishing\ninformation, evidence, testimony and other assistance in connection with any\nfiling obligations, actions, proceedings, arrangements or disputes of any nature\nwith respect to matters pertaining to all periods prior to the Closing Date.\n\n          (c)   Each party hereto shall cooperate in obtaining all consents and\napprovals required under this Agreement to effect the transactions contemplated\nhereby\n\n                                      -43-\n\n \n     5.8  Confidentiality.  Each of Navigant and PTC recognizes and\n          ---------------                                            \nacknowledges that it had in the past, currently has, and in the future may\npossibly have, access to certain confidential information of the Company and its\nsubsidiaries, such as lists of customers, operational policies, and pricing and\ncost policies that are valuable, special and unique assets of the Company's and\nits subsidiaries' business.  Each of Navigant and PTC agree that, unless there\nis a Closing, they will not disclose confidential information with respect to\nthe Company or any of its subsidiaries to any person, firm, corporation,\nassociation or other entity for any purpose or reason whatsoever, except to\nauthorized representatives of the Company and to counsel and other advisers,\nprovided that such advisers (other than counsel) agree to the confidentiality\nprovisions of this Section 5.8(b), unless (i) such information becomes known to\nthe public generally through no fault of Navigant or PTC, (ii) disclosure is\nrequired by law or the order of any governmental authority under color of law,\nor (iii) the disclosing party reasonably believes that such disclosure is\nrequired in connection with the defense of a lawsuit against the disclosing\nparty, provided, that prior to disclosing any information pursuant to clause\n(i), (ii) or (iii) above, Navigant shall give prior written notice thereof to\nthe Company and provide the Company with the opportunity to contest such\ndisclosure and shall cooperate with efforts to prevent such disclosure.\n\n     5.9  Consents.  The Company and the Interestholders agree to obtain all\n          --------                                                            \nUnobtained Consents promptly after Closing (but in no event later than 45 days\nafter the Closing Date).\n\n     5.10 Soft Dollars.  All \"soft dollars\" (whether in the form of free\n          ------------                                                    \nairline tickets, free airline upgrade certificates, credit cards paid for by\nairline or airline override revenue converted to the Company's or any of its\nsubsidiaries' \"soft dollar\" accounts, or other similar arrangements) available\nto the Company or any of its subsidiaries from airlines and other vendors of the\nCompany or any of its subsidiaries, or that may be awarded to the Company or any\nof its subsidiaries in connection with the Company's or any of its subsidiaries'\nbusiness, shall be used only for the Company's or any of its subsidiaries'\nlegitimate business purposes and not for the personal benefit or use of the\nInterestholders (or their family or friends) or any of the Company's or any of\nits subsidiaries' other employees.\n\n     5.11 Travel Tech Relationships.  The Company shall terminate and the\n          -------------------------                                        \nInterestholder shall cause the termination of those relationships between the\nCompany and Travel Tech relating to Travel Tech's use of the Company's AS 400\nand the \"Max\" Accounting Software System.\n\n6.   CONDITIONS PRECEDENT TO OBLIGATIONS OF NAVIGANT AND PTC.\n     -------------------------------------------------------           \n\n     The obligation of Navigant and PTC to effect the Acquisition is subject to\nthe satisfaction or waiver, at or before the Closing Date, of the following\nconditions and deliveries:\n\n     6.1  Representations and Warranties; Performance of Obligations.  All of\n          ----------------------------------------------------------           \nthe representations and warranties of the Interestholders and the Company\ncontained in this Agreement shall be true, correct and complete on and as of the\nClosing Date with the same effect as though such representations and warranties\nhad been made on and as of such date; all of the terms, covenants, \n\n\n\n                                      -44-\n\n \nagreements and conditions of this Agreement to be complied with, performed or\nsatisfied by the Company and the Interestholders on or before the Closing Date\nshall have been duly complied with, performed or satisfied; and a certificate to\nthe foregoing effects dated the Closing Date and signed on behalf of the Company\nand by each of the Interestholders shall have been delivered to Navigant.\n\n     6.2  No Litigation.  No temporary restraining order, preliminary or\n          -------------                                                   \npermanent injunction or other order issued by any court of competent\njurisdiction or other legal or regulatory restraint or provision challenging\nNavigant's proposed acquisition of the Company and its subsidiaries, or limiting\nor restricting Navigant's conduct or operation of the business of the Company\n(or its own business) following the Acquisition shall be in effect, nor shall\nany proceeding brought by an administrative agency or commission or other\ngovernmental authority or instrumentality, domestic or foreign, seeking any of\nthe foregoing be pending.  There shall be no action, suit, claim or proceeding\nof any nature pending or threatened against Navigant, PTC or the Company or any\nof its subsidiaries, their respective properties or any of their officers or\ndirectors or managers, that could materially and adversely affect the business,\nassets, liabilities, financial condition, results of operations or prospects of\nthe Company and its subsidiaries, taken as a whole.\n\n     6.3  No Material Adverse Change.  There shall have been no material\n          --------------------------                                      \nadverse changes in the business, operations, affairs, prospects, properties,\nassets, existing and potential liabilities, obligations, profits or condition\n(financial or otherwise) of the Company and its subsidiaries, taken as a whole,\nsince the Balance Sheet Date; and Navigant shall have received a certificate\nsigned by each Interestholder dated the Closing Date to such effect.\n\n     6.4  Consents and Approvals.  Except as set forth on Schedule 3.19 (d),\n          ----------------------                                              \nall necessary consents of, and filings with, any governmental authority or\nagency or third party, relating to the consummation by the Company and the\nInterestholders of the transactions contemplated hereby, shall have been\nobtained and made.\n\n     6.5  Opinion of Counsel.  Navigant shall have received an opinion from\n          ------------------                                                 \ncounsel to the Company and the Interestholders, dated the Closing Date, in a\nform reasonably satisfactory to Navigant.\n\n     6.6  Organizational Documents.  Navigant shall have received (a) a copy\n          ------------------------                                            \nof the Articles of Organization of the Company certified by an appropriate\nauthority in the State of Texas and (b) a copy of the Operating Agreement of the\nCompany certified by the Secretary of the Company, and such documents shall be\nin form and substance reasonably acceptable to Navigant.  Navigant shall have\nreceived the Organizational Documents of each of the Company's subsidiaries.\n\n\n     6.7  Opinion of Tax Counsel.  Navigant  shall have received a tax opinion\n          ----------------------\nfrom Holland &amp; Hart, dated the Closing Date, in a form reasonably satisfactory\nto Navigant.\n \n     6.8  [Intentionally Deleted].\n          -----------------------\n\n\n\n                                      -45-\n\n \n     6.9. [Intentionally Deleted].\n          -----------------------\n\n\n     6.10 Delivery of Closing Financial Certificate.  Navigant shall have\n          -----------------------------------------                        \nreceived a certificate (the \"Closing Financial Certificate\"), dated as of the\nClosing Date, signed on behalf of the Company and by each of the\nInterestholders, setting forth:\n\n          (a) the consolidated tangible net worth of the Company as of the last\nday of its most recent fiscal year (the \"Certified Year-End Net Worth\");\n\n          (b) the consolidated tangible net worth of the Company as of the\nClosing Date (the \"Certified Closing Net Worth\");\n\n          (c) the consolidated net revenues of the Company for the most recent\nfiscal year preceding the Closing Date (the \"Certified Year-End Revenues\");\n\n          (d) the consolidated net revenues of the Company for the 12-month\nperiod ended on June 30, 1998 (the \"Certified Closing Revenues\");\n\n          (e) the Adjusted EBIT for the most recent fiscal year preceding the\nClosing Date and as a percent of consolidated net revenues for such period (the\n\"Certified Year-End Profits\");\n\n          (f) the Adjusted EBIT for the 12-month period ended on June 30, 1998\nand as a percent of consolidated net revenues for such period (the \"Certified\nClosing Profits\");\n\n          (g) the Company's consolidated long-term and short-term indebtedness\nto banks, the Interestholders, former members, and other financial institutions\nand creditors as of the Closing (in each case including the current portions of\nsuch indebtedness, but excluding trade payables and other ordinary course\naccounts payable as of the Closing Date) (the \"Certified Closing Debt\");\n\n          (h) the Actual EBIT for the 3-month period ended June 30, 1998 (the\n\"Certified Actual Profits\");\n\n          (i) the Interim 800 Revenues (the \"Certified Interim 800 Revenues\");\n\n          (j) the Interim Top Ten Revenues (the \"Certified Interim Top Ten\nRevenues\"); and\n\n          (k) a statement that all of the Company financial conditions set forth\nin Section 3.9 of the Agreement are satisfied as of the Closing Date.\n\nThe parties acknowledge and agree that for purposes of determining the Certified\nClosing Net Worth, the Company shall not take account of any increase in\nintangible assets (including without limitation goodwill, franchises and\nintellectual property) accounted for after December 31, 1997.\n\n                                      -46-\n\n\n \n     6.11  [Intentionally Deleted].\n           ----------------------- \n\n     6.12  Employment Agreements.  Each of Ariel Leibovitz and Gary Pearce\n           ---------------------                                            \nshall have entered into an employment agreement with the Company in a form\nreasonably satisfactory to Navigant.\n\n     6.13  Escrow Agreement.  The Interestholders and the Escrow Agent shall\n           ----------------                                                   \nhave executed and delivered an escrow agreement in a form reasonably\nsatisfactory to Navigant.\n\n     6.14  Due Diligence Review.  The Company shall have made such deliveries\n           --------------------                                                \nas are called for by this Agreement.  Navigant shall be fully satisfied in its\nsole discretion with the results of its review of all of the Schedules, whether\ndelivered before or after the execution hereof, and such deliveries, and its\nreview of, and other due diligence investigations with respect to, the business,\noperations, affairs, prospects, properties, assets, existing and potential\nliabilities, obligations, profits and condition (financial or otherwise) of the\nCompany and its subsidiaries.\n\n7.   CONDITIONS PRECEDENT TO OBLIGATIONS OF THE INTERESTHOLDERS AND THE COMPANY.\n     --------------------------------------------------------------------------\n \n     The obligation of the Interestholders and the Company to effect the\nAcquisition are subject to the satisfaction or waiver, at or before the Closing\nDate, of the following conditions and deliveries:\n\n     7.1  Representations and Warranties; Performance of Obligations.  All of\n          ----------------------------------------------------------           \nthe representations and warranties of Navigant and PTC contained in this\nAgreement shall be true, correct and complete on and as of the Closing Date with\nthe same effect as though such representations and warranties had been made as\nof such date; all of the terms, covenants, agreements and conditions of this\nAgreement to be complied with, performed or satisfied by Navigant and PTC on or\nbefore the Closing Date shall have been duly complied with, performed or\nsatisfied; and a certificate to the foregoing effects dated the Closing Date and\nsigned by the President or any Vice President of Navigant shall have been\ndelivered to the Company and the Interestholders.\n\n     7.2  No Litigation.  No temporary restraining order, preliminary or\n          -------------                                                   \npermanent injunction or other order issued by any court of competent\njurisdiction or other legal or regulatory restraint or provision challenging\nNavigant's proposed acquisition of the Company and its subsidiaries, or limiting\nor restricting Navigant's conduct or operation of the business of the Company\n(or its own business) following the Acquisition shall be in effect, nor shall\nany proceeding brought by an administrative agency or commission or other\ngovernmental authority or instrumentality, domestic or foreign, seeking any of\nthe foregoing be pending. There shall be no action, suit, claim or proceeding of\nany nature pending or threatened, against Navigant, PTC or the Company or any of\nits subsidiaries, their respective properties or any of their officers or\ndirectors or managers, that could materially and adversely affect the business,\nassets, liabilities, financial condition, results of operations or prospects of\nthe Navigant and its subsidiaries taken as a whole.\n\n                                      -47-\n\n \n     7.3  Consents and Approvals.  All necessary consents of, and filings\n          ----------------------                                           \nwith, any governmental authority or agency or third party relating to the\nconsummation by Navigant and PTC of the transactions contemplated herein, shall\nhave been obtained and made.  Any waiting period applicable to the consummation\nof the Acquisition under the HSR Act shall have expired or been terminated, and\nno action by the Department of Justice or Federal Trade Commission challenging\nor seeking to enjoin the consummation of the transactions contemplated hereby\nshall be pending.\n\n     7.4  Employment Agreements.  The Company shall have afforded each of\n          ---------------------                                            \nAriel Leibovitz and Gary Pearce an opportunity to enter into an employment\nagreement with the Company in a form reasonably satisfactory to Navigant.\n\n8.   INDEMNIFICATION.\n     ---------------   \n\n     8.1  General Indemnification by the Interestholders.  Each\n          ----------------------------------------------         \nInterestholder, jointly and severally, covenants and agrees to indemnify,\ndefend, protect and hold harmless Navigant, PTC and the Surviving Entity and\ntheir respective officers, directors, managers, employees, shareholders,\nmembers, assigns, successors and affiliates (individually, an \"Indemnified\nParty\" and collectively, \"Indemnified Parties\") from, against and in respect of:\n\n          (a) all liabilities, losses, claims, damages, punitive damages, causes\nof action, lawsuits, administrative proceedings (including informal\nproceedings), investigations, audits, demands, assessments, adjustments,\njudgments, settlement payments, deficiencies, penalties, fines, interest\n(including interest from the date of such damages) and costs and expenses\n(including without limitation reasonable attorneys' fees and disbursements of\nevery kind, nature and description) (collectively, \"Damages\") suffered,\nsustained, incurred or paid by the Indemnified Parties in connection with,\nresulting from or arising out of, directly or indirectly:\n\n                        (i)    any breach of any representation or warranty of\nthe Interestholders or the Company set forth in this Agreement or any schedule\nor certificate, delivered by or on behalf of any Interestholder or the Company\nin connection herewith; or\n\n                        (ii)   any nonfulfillment of any covenant or agreement\nby the Interestholders or, prior to the Effective Time, the Company, under this\nAgreement; or\n\n                        (iii)  the business, operations or assets of the Company\nor its subsidiaries prior to the Closing Date or the actions or omissions of the\nCompany's or its subsidiaries' managers, officers, directors, members,\nshareholders, employees or agents prior to the Closing Date, other than Damages\narising from matters expressly disclosed in the Company Financial Statements,\nthis Agreement or the schedules to this Agreement; or\n\n                        (iv)   the matters disclosed on Schedules 3.23\n(environmental matters), 3.26 (taxes) and 3.27 (conformity with law;\nlitigation); or\n\n                                      -48-\n\n \n                        (v)    the failure of the Company, any of its\nsubsidiaries or any Interestholder to obtain any necessary consent of, or make\nany filings with, any governmental authority or agency or third party, relating\nto the consummation by the Company and the Interestholders of the transactions\ncontemplated hereby (including without limitation the Third Party Consents and\nthe Unobtained Consents listed on Schedule 3.19(d)); or\n\n                        (vi)   any audit or claim by the State of Texas for\nfranchise taxes due under Chapter 171 of the Texas Tax Code, as amended, or the\nregulations promulgated thereunder for all periods prior to the Closing; or\n\n                        (vii)  any default resulting under, or termination of,\nthe Lease Agreement, dated January 1, 1998, between the Company and the\nPrudential Insurance Company of America (the \"Lease\") as a result of the\ntransactions contemplated hereby including without limitation, the necessity of\nprocuring substitute lease premises; or\n\n                        (viii) deficiencies in any Employee Benefit Plan,\nincluding the failure to accurately file Form 5500s and any matter which could\ncause the nonqualification of such plan; or\n\n                        (ix)   the Company's ownership of the capital stock of\nNew Media Solutions, Inc., ReCompute Corporation or Travel Services, Inc., dba\nTripMakers and the Stock Distribution; or\n\n                        (x)    the relationship between the Company and Superior\nInternational Services, Inc. and the relationship between the Company and Travel\nTech; and\n\n          (b) any and all Damages incident to any of the foregoing or to the\nenforcement of this Section 8.1, including, without limitation, (i) the\ndifference between the rental rate under the Lease and the rental rate of new\npremises obtained as a result of the termination of the Lease and (ii) all other\nconsequential damages relating to Section 8.1(a)(vii) up to $250,000.\n\n     8.2  Limitation and Expiration.  Notwithstanding the above:\n          -------------------------                               \n\n          (a) there shall be no liability for indemnification under Section 8.1\nunless, and solely to the extent that, the aggregate amount of Damages exceeds\n$150,000 (the \"Indemnification Threshold\"); provided, however, that the\nIndemnification Threshold shall not apply to (i) adjustments to the\nConsideration as set forth in Sections 1.3 and 1.4; (ii) Damages arising out of\nany breaches of the covenants of the Interestholders set forth in this Agreement\nor representations and warranties made in Sections 3.4 (capital structure of the\nCompany), 3.5 (transactions in membership interests; accounting treatment), 3.9\n(Company financial conditions), 3.19 (significant customers; material contracts\nand commitments), 3.23 (environmental matters), 3.25 (employee benefit plans),\n3.26 (taxes) or 3.27 (conformity with law; litigation), or  (iii) Damages\ndescribed in Section 8.1(a)(iv),  (v),  (vi), (vii), (viii), (ix), or (x);\n\n                                      -49-\n\n \n          (b) the aggregate amount of the Interestholders' liability under this\nArticle 8 shall not exceed the Consideration; provided, however, that the\nInterestholders' liability for Damages arising out of any breaches of the\nrepresentations made in Sections 3.23 (environmental), 3.25 (employee benefit\nplans) or 3.26 (taxes) or Damages described in Section 8.1(a)(ii), (iv), (v),\n(vi), (vii), (viii), (ix), and (x) shall not be subject to such limitation and\nshall not count toward the limitation described in the first clause of this\nSection 8.2(b);\n\n          (c) the indemnification obligations under this Article 8, or under any\ncertificate or writing furnished in connection herewith, shall terminate at the\ndate that is the later of clause (i) or (ii) of this Section 8.2(c):\n\n                        (i)    (1) with respect to claims relating to or arising\nout of Section 8.1(a)(iv), (v), (vi), (vii), (viii), (ix) and (x): (A) the date\nthat is six (6) months after the expiration of the longest applicable federal or\nstate statute of limitation (including extensions thereof), or (B) if there is\nno applicable statute of limitation, (x) ten (10) years after the Closing Date\nif the Claim is related to the cost of investigating, containing, removing, or\nremediating a release of Hazardous Material into the environment, or (y) five\n(5) years after the Closing Date for any other Claim covered by clause (i)(1)(B)\nof this Section 8.2(c); or\n\n                               (2) with respect to all claims other than those\nreferred to in clause (i)(1) of this Section 8.2(c), twelve (12) months after\nthe Effective Time (the \"First Anniversary\"); or\n\n                        (ii)   the final resolution of claims or demands pending\nas of the relevant dates described in clause (i) of this Section 8.2(c) (such\nclaims referred to as \"Pending Claims\").\n\n     8.3  Indemnification Procedures.  All claims or demands for\n          --------------------------                              \nindemnification under this Article 8 (\"Claims\") shall be asserted and resolved\nas follows:\n\n          (a) In the event that any Indemnified Party has a Claim against any\nparty obligated to provide indemnification pursuant to Section 8.1 hereof (the\n\"Indemnifying Party\") which does not involve a Claim being asserted against or\nsought to be collected by a third party, the Indemnified Party shall with\nreasonable promptness notify the Interestholders' Representative of such Claim,\nspecifying the nature of such Claim and the amount or the estimated amount\nthereof to the extent then feasible (the \"Claim Notice\").  If the\nInterestholders' Representative does not notify the Indemnified Party within\nfifteen (15) days after the date of delivery of the Claim Notice that the\nIndemnifying Party disputes such Claim, with a detailed statement of the basis\nof such position, the amount of such Claim shall be conclusively deemed a\nliability of the Indemnifying Party hereunder.  In case an objection is made in\nwriting in accordance with this Section 8.3(a), the Indemnified Party shall\nrespond in a written statement to the objection within fifteen (15) days and,\nfor sixty (60) days thereafter, attempt in good faith to agree upon the rights\nof the respective parties with respect to each of such Claims (and, if the\nparties should so agree, a memorandum setting forth such agreement shall\n\n                                      -50-\n\n\n \nbe prepared and signed by both parties). Navigant may, in its sole discretion,\nsubmit the resolution of the Claim to expedited, binding arbitration pursuant to\nSection 8.7.\n\n          (b)           (i)    In the event that any Claim for which the\nIndemnifying Party would be liable to an Indemnified Party hereunder is asserted\nagainst an Indemnified Party by a third party (a \"Third Party Claim\"), the\nIndemnified Party shall deliver a Claim Notice to the Interestholders'\nRepresentative. The Interestholders' Representative shall have fifteen (15) days\nfrom the date of delivery of the Claim Notice to notify the Indemnified Party\n(A) whether the Indemnifying Party disputes liability to the Indemnified Party\nhereunder with respect to the Third Party Claim, and, if so, the basis for such\na dispute, and (B) if such party does not dispute liability, whether or not the\nIndemnifying Party desires, at the sole cost and expense of the Indemnifying\nParty, to defend against the Third Party Claim, provided that the Indemnified\nParty is hereby authorized (but not obligated), prior to and during the Notice\nPeriod, to file any motion, answer or other pleading and to take any other\naction which the Indemnified Party shall deem necessary or appropriate to\nprotect the Indemnified Party's interests.\n\n                        (ii)   In the event that Interestholders' Representative\ntimely notifies the Indemnified Party within the Notice Period that the\nIndemnifying Party does not dispute the Indemnifying Party's obligation to\nindemnify with respect to the Third Party Claim, the Indemnifying Party shall\ndefend the Indemnified Party against such Third Party Claim by appropriate\nproceedings, provided that, unless the Indemnified Party otherwise agrees in\nwriting, the Indemnifying Party may not settle any Third Party Claim (in whole\nor in part) if such settlement does not include a complete and unconditional\nrelease of the Indemnified Party. If the Indemnified Party desires to\nparticipate in, but not control, any such defense or settlement the Indemnified\nParty may do so at its sole cost and expense. If the Indemnifying Party elects\nnot to defend the Indemnified Party against a Third Party Claim, whether by\nfailure of such party to give the Indemnified Party timely notice as provided\nherein or otherwise, then the Indemnified Party, without waiving any rights\nagainst such party, may settle or defend against such Third Party Claim in the\nIndemnified Party's sole discretion and the Indemnified Party shall be entitled\nto recover from the Indemnifying Party the amount of any settlement or judgment\nand, on an ongoing basis, all indemnifiable costs and expenses of the\nIndemnified Party with respect thereto, including interest from the date such\ncosts and expenses were incurred.\n\n                        (iii)  If at any time, in the reasonable opinion of the\nIndemnified Party, notice of which shall be given in writing to the\nInterestholders' Representative, any Third Party Claim seeks material\nprospective relief which could have an adverse effect on any Indemnified Party\nor the Surviving Entity or any subsidiary, the Indemnified Party shall have the\nright to control or assume (as the case may be) the defense of any such Third\nParty Claim and the amount of any judgment or settlement and the reasonable\ncosts and expenses of defense shall be included as part of the indemnification\nobligations of the Indemnifying Party hereunder. If the Indemnified Party elects\nto exercise such right, the Indemnifying Party shall have the right to\nparticipate in, but not control, the defense of such Third Party Claim at the\nsole cost and expense of the Indemnifying Party.\n\n                                      -51-\n\n \n          (c) Nothing herein shall be deemed to prevent the Indemnified Party\nfrom making a Claim, and an Indemnified Party may make a Claim hereunder, for\npotential or contingent Damages provided the Claim Notice sets forth the\nspecific basis for any such potential or contingent claim or demand to the\nextent then feasible and the Indemnified Party has reasonable grounds to believe\nthat such Claim may be made.\n\n          (d) Subject to the provisions of Section 8.2, the Indemnified Party's\nfailure to give reasonably prompt notice as required by this Section 8.3 of any\nactual, threatened or possible claim or demand which may give rise to a right of\nindemnification hereunder shall not relieve the Indemnifying Party of any\nliability which the Indemnifying Party may have to the Indemnified Party unless\nthe failure to give such notice materially and adversely prejudiced the\nIndemnifying Party.\n\n          (e) The parties will make appropriate adjustments for any Tax\nbenefits, Tax detriments or insurance proceeds in determining the amount of any\nindemnification obligation under this Article 8, provided that no Indemnified\nParty shall be obligated to continue pursuing any payment pursuant to the terms\nof any insurance policy.\n\n     8.4  Claims Against the Escrow Fund.  The parties agree and acknowledge\n          ------------------------------                                      \nthat any and all Claims for Damages made against the Interestholders by a\nIndemnified Party pursuant to Sections 8.1 and 8.2 on or prior to the Release\nDate may be applied, upon final resolution of any such Claim (regardless when\nsuch resolution actually occurs) pursuant to Section 8.3, against the Escrow\nFund.  As promptly as possible following resolution of any such Claim, the\nInterestholders shall deliver to the Escrow Agent a Release Certificate signed\nby the Interestholders' Representative (as provided in the Escrow Agreement)\nproviding delivery instructions to be followed by the Escrow Agent in paying out\nall or part of the Escrow Fund with respect to the Claim, including any\napplicable wire transfer instructions of the payee or an address to where a\ncheck should be sent.  Upon receipt of such Release Certificate, the Escrow\nAgent shall deliver pursuant to such instructions out of the Escrow Fund, within\ntwo Business Days (as defined below), an amount or amounts as indicated in the\nRelease Certificate.  The Escrow Agent shall be entitled to conclusively rely on\nsuch Release Certificate and shall make such distributions from the Escrow Fund\nonly in accordance with the terms thereof.  For purposes of this Section 8.4,\n\"Business Day\" shall mean any day that is not a Saturday or Sunday or a day on\nwhich banks are required or permitted by law or executive order to be closed in\nthe City of New York.\n\n     8.5  Survival of Representations Warranties and Covenants.  All\n          ----------------------------------------------------        \nrepresentations, warranties and covenants made by the Company, the\nInterestholders, Navigant and PTC in or pursuant to this Agreement or in any\ndocument delivered pursuant hereto shall be deemed to have been made on the date\nof this Agreement (except as otherwise provided herein) and, if a Closing\noccurs, as of the Closing Date.  The representations of the Company and the\nInterestholders will survive the Closing and will remain in effect until, and\nwill expire upon, the termination of the indemnification obligations as provided\nin Section 8.2.  The representations of Navigant and PTC will survive the\nClosing and will remain in effect until, and will expire upon the First\nAnniversary.\n\n                                      -52-\n\n \n     8.6  Remedies Cumulative.  The remedies set forth in this Article 8 are\n          -------------------                                                 \ncumulative and shall not be construed to restrict or otherwise affect any other\nremedies that may be available to the Indemnified Parties under any other\nagreement or pursuant to statutory or common law.\n\n     8.7  [Intentionally Deleted].\n          -----------------------   \n\n     8.8  Arbitration.\n          -----------   \n\n          (a) Claims submitted to arbitration under this Section 8.8\n(\"Arbitrated Disputes\") shall be resolved by binding arbitration administered by\nthe American Arbitration Association (\"AAA\") in Denver, Colorado and, except as\nexpressly provided in this Agreement, shall be conducted in accordance with the\nExpedited Procedures under the Commercial Arbitration Rules of the AAA, as such\nrules may be amended from time to time (the \"Rules\").  The hearing locale shall\nbe Denver, Colorado.  A single, neutral arbitrator (the \"Arbitrator\") shall be\nappointed by the AAA, within five (5) days after an Arbitrated Dispute is\nsubmitted for arbitration under this Section 8.8, to preside over the\narbitration and resolve the Arbitrated Dispute.  The Arbitrator shall be\nselected from the AAA's Commercial Panel, and shall be qualified to practice law\nin at least one jurisdiction in the United States and have expertise in the\ninterpretation of commercial contracts.  The parties shall have three (3) days\nto object in writing to the appointment of the Arbitrator, the sole basis for\nsuch objection being an actual conflict of interest.  The AAA, in its sole\ndiscretion, shall determine within three (3) days the validity of any objection\nto the appointment of the Arbitrator based on an actual conflict of interest.\n\n          (b) The Arbitrator's decision (the \"Decision\") shall be binding, and\nthe prevailing party may enforce the Decision in any court of competent\njurisdiction.\n\n          (c) The parties shall use their best efforts to cooperate with each\nother in causing the arbitration to be held in as efficient and expeditious a\nmanner as practicable, including but not limited to, providing such documents\nand making available such of their personnel as the Arbitrator may request, so\nthat the Decision may be reached timely.  The Arbitrator shall take into account\nthe parties' stated goal of expedited proceedings in determining whether to\nauthorize discovery and, if so, the scope of permissible discovery and other\nhearing and pre-hearing procedures.\n\n          (d) The authority of the Arbitrator shall be limited to deciding\nliability for, and the proper amount of, a Claim, and the Arbitrator shall have\nno authority to award punitive damages.  The Arbitrator shall have such powers\nand establish such procedures as are provided for in the Rules, so long as such\npowers and procedures are consistent with this Section 8.8 and are necessary to\nresolve the Arbitrated Dispute within the time periods specified in this\nAgreement.  The Arbitrator shall render a Decision within thirty (30) days after\nbeing appointed to serve as Arbitrator (or such shorter period of time, to the\nextent reasonable or practicable, as may be appropriate to conform to the\nexpiration of indemnities set forth in Section 8.2(c)(i)(2) or (3)), unless the\nparties otherwise agree in writing or the Arbitrator makes a finding that a\nparty has carried the burden of showing good cause for a longer period;\nprovided, however, that in no event may the Arbitrator, without the \n\n                                      -53-\n\n \nconsent of both the Interestholders' Representative and Navigant, extend the\ntime for rendering a Decision or otherwise delay a Decision to a date that is\nlater than the First Anniversary.\n\n9.   NONCOMPETITION.\n     --------------    \n\n     9.1  Prohibited Activities.  No Interestholder will, for a period of four\n          ---------------------                                                 \n(4) years following the Closing Date, for any reason whatsoever, directly or\nindirectly, for himself, herself or on behalf of or in conjunction with any\nother person, persons, company, partnership, corporation or business of whatever\nnature:\n\n          (a) engage, as an officer, director, shareholder, member, owner,\npartner, member, joint venturer, or in a managerial capacity, whether as an\nemployee, independent contractor, consultant or adviser, or as a sales\nrepresentative, in any business selling any products or services in direct\ncompetition with Navigant, within one hundred (100) miles of anywhere where\nNavigant conducts business as of the Closing Date (the \"Territory\");\n\n          (b) call upon any person who is, at that time, within the Territory,\nan employee of Navigant in a managerial capacity for the purpose or with the\nintent of enticing such employee away from or out of the employ of Navigant;\n\n          (c) call upon any person who is or entity that is, at that time, or\nthat has been, within one year prior to that time, a customer of Navigant within\nthe Territory for the purpose of soliciting or selling products or services in\ncompetition with Navigant within the Territory; or\n\n          (d) call upon any prospective acquisition candidate that was, to the\nknowledge of such Interestholder, either called upon by Navigant as a\nprospective acquisition candidate or was the subject of an acquisition analysis\nby Navigant.  Each Interestholder, to the extent lacking the knowledge described\nin the preceding sentence, shall immediately cease all contact with such\nprospective acquisition candidate upon being informed that Navigant had called\nupon such candidate or made an acquisition analysis thereof.\n\n     Notwithstanding the above, the foregoing covenant shall not be deemed to\nprohibit any Interestholder from acquiring as an investment not more than one\npercent (1%) of the capital stock of a competing business whose stock is traded\non a national securities exchange or over- the-counter.  For purposes of this\nArticle 9, the term \"Navigant\" includes all subsidiaries of Navigant (including\nwithout limitation the Company and any companies Navigant has resolved to\nacquire).\n\n     9.2  Confidentiality.  Each Interestholder recognizes that by reason of\n          ---------------                                                     \nhis or her ownership of the Company and his or her employment by the Company, he\nor she has acquired confidential information and trade secrets concerning the\noperation of the Company and its subsidiaries, the use or disclosure of which\ncould cause the Company or its affiliates or subsidiaries substantial loss and\ndamages that could not be readily calculated and for which no remedy at law\nwould be adequate.  Accordingly, each Interestholder covenants and agrees with\nthe Company and Navigant that he or she will not at any time, except in\nperformance of Interestholder's obligations to the Company or \n\n                                      -54-\n\n \nwith the prior written consent of the Company pursuant to authority granted by a\nresolution of the Managers, directly or indirectly, disclose any secret or\nconfidential information that he or she may learn or has learned by reason of\nhis or her ownership of the Company or his or her employment by the Company, or\nany of its subsidiaries and affiliates, or use any such information in a manner\ndetrimental to the interests of the Company or Navigant, unless (i) such\ninformation becomes known to the public generally through no fault of any\nInterestholder, (ii) disclosure is required by law or the order of any\ngovernmental authority under color of law, or (iii) the disclosing party\nreasonably believes that such disclosure is required in connection with the\ndefense of a lawsuit against the disclosing party, provided, that prior to\ndisclosing any information pursuant to clause (i), (ii) or (iii) above, the\nInterestholder (as applicable) shall give prior written notice thereof to\nNavigant and provide Navigant with the opportunity to contest such disclosure\nand shall cooperate with efforts to prevent such disclosure. The term\n\"confidential information\" includes, without limitation, information not\npreviously disclosed to the public or to the trade by the Company's or\nNavigant's management with respect to the Company's or Navigant's, or any of\ntheir affiliates' or subsidiaries', products, facilities, and methods, trade\nsecrets and other intellectual property, software, source code, systems,\nprocedures, manuals, confidential reports, product price lists, customer lists,\nfinancial information (including the revenues, costs, or profits associated with\nany of the Company's or its subsidiaries' products), business plans, prospects,\nor opportunities but shall exclude any information already in the public domain.\n\n     9.3  Damages.  Because of the difficulty of measuring economic losses to\n          -------                                                              \nNavigant as a result of a breach of the foregoing covenant, and because of the\nimmediate and irreparable damage that could be caused to Navigant for which it\nwould have no other adequate remedy, each Interestholder agrees that the\nforegoing covenant may be enforced by Navigant in the event of breach by such\nInterestholder, by injunctions and restraining orders.\n\n     9.4  Reasonable Restraint.  The parties agree that the foregoing\n          --------------------                                         \ncovenants in this Article 9 impose a reasonable restraint on each Interestholder\nin light of the activities and business of Navigant on the date of the execution\nof this Agreement, assuming the completion of the transactions contemplated\nhereby, and the current plans of Navigant; but it is also the intent of Navigant\nand each Interestholder that such covenants be construed and enforced in\naccordance with the changing activities and business of Navigant throughout the\nterm of this covenant.  The parties further agree that so long as a\nInterestholder is not an employee of the Company, in the event a Interestholder\nshall enter into a business or pursue other activities not in competition with\nNavigant or similar activities or business in locations the operation of which,\nunder such circumstances, does not violate Section 9.1(a) or the terms of any\nemployment agreement with Navigant, such Interestholder shall not be chargeable\nwith a violation of this Article 9 if Navigant shall thereafter enter the same,\nsimilar or a competitive (a) business, (b) course of activities or (c) location,\nas applicable.\n\n     9.5  Severability; Reformation.  The covenants in this Article 9 are\n          -------------------------                                        \nseverable and separate, and the unenforceability of any specific covenant shall\nnot affect the provisions of any other covenant.  Moreover, in the event any\ncourt of competent jurisdiction shall determine that the scope, time or\nterritorial restrictions set forth are unreasonable, then it is the intention of\nthe parties that \n\n                                      -55-\n\n \nsuch restrictions be enforced to the fullest extent which the court deems\nreasonable, and the Agreement shall thereby be reformed.\n\n     9.6  Independent Covenant.  All of the covenants in this Article 9 shall\n          --------------------                                                 \nbe construed as an agreement independent of any other provision in this\nAgreement, and the existence of any claim or cause of action of any\nInterestholder against Navigant, whether predicated on this Agreement or\notherwise, shall not constitute a defense to the enforcement by Navigant of such\ncovenants.  The parties expressly acknowledge that the terms and conditions of\nthis Article 9 are independent of the terms and conditions of any other\nagreements including, but not limited to, any employment agreements entered into\nin connection with this Agreement.  It is specifically agreed that the period of\nfour (4) years stated at the beginning of this Article 9 during which the\nagreements and covenants of the Interestholder made in this Article 9 shall be\neffective, shall be computed by excluding from such computation any time during\nwhich the Interestholder is found by a court of competent jurisdiction to have\nbeen in violation of any provision of this Article 9.  The covenants contained\nin Article 9 shall not be affected by any breach of any other provision hereof\nby any party hereto and shall have no effect if the transactions contemplated by\nthis Agreement are not consummated.\n\n     9.7  Materiality.  The Company and each Interestholder hereby agree that\n          -----------                                                          \nthe covenants set forth in this Article 9 are a material and substantial part of\nthe transactions contemplated by this Agreement, supported by adequate\nconsideration.\n\n10.  GENERAL\n     -------\n\n     10.1  Successors and Assigns.  This Agreement and the rights of the\n           ----------------------                                         \nparties hereunder may not be assigned (except by operation of law and except in\nthe case of Navigant and PTC, to a subsidiary of Navigant) and shall be binding\nupon and shall inure to the benefit of the parties hereto, the successors of\nNavigant, and the heirs and legal representatives of the Interestholders.\n\n     10.2  Entire Agreement; Amendment; Waiver.  This Agreement sets forth the\n           -----------------------------------                                  \nentire understanding of the parties hereto with respect to the transactions\ncontemplated hereby.  Each of the Schedules to this Agreement is incorporated\nherein by this reference and expressly made a part hereof.  Any and all previous\nagreements and understandings between or among the parties regarding the subject\nmatter hereof, whether written or oral, are superseded by this Agreement.  This\nAgreement shall not be amended or modified except by a written instrument duly\nexecuted by each of the parties hereto, or in accordance with Section 9.5.  Any\nextension or waiver by any party of any provision hereto shall be valid only if\nset forth in an instrument in writing signed on behalf of such party.\n\n     10.3  Counterparts.  This Agreement may be executed in any number of\n           ------------                                                    \ncounterparts and any party hereto may execute any such counterpart, each of\nwhich when executed and delivered shall be deemed to be an original, and all of\nwhich counterparts taken together shall constitute but one and the same\ninstrument.\n\n                                      -56-\n\n \n     10.4  Brokers and Agents.  Navigant and PTC (as a group) and the Company\n           ------------------                                                  \nand each Interestholder (as a group) each represents and warrants to the other\nthat it has not employed any  broker or agent in connection with the\ntransactions contemplated by this Agreement and agrees to indemnify the other\nagainst all losses, damages or expenses relating to or arising out of claims for\nfees or commission of any broker or agent employed or alleged to have been\nemployed by such party.\n\n     10.5  Expenses.  Navigant has and will pay the fees, expenses and\n           --------                                                     \ndisbursements of Navigant and PTC and their agents, representatives, accountants\nand counsel incurred in connection with the subject matter of this Agreement.\nThe Interestholders (and not the Company) have and will pay the fees, expenses\nand disbursements of the Interestholders, the Company, and their agents,\nrepresentatives, financial advisers, accountants and counsel incurred in\nconnection with the subject matter of this Agreement.\n\n     10.6  Specific Performance; Remedies.  Each party hereto acknowledges\n           ------------------------------                                   \nthat the other parties will be irreparably harmed and that there will be no\nadequate remedy at law for any violation by any of them of any of the covenants\nor agreements contained in this Agreement, including without limitation, the\nconfidentiality obligations set forth in Section 5.8 and the noncompetition\nprovisions set forth in Article 9.  It is accordingly agreed that, in addition\nto any other remedies which may be available upon the breach of any such\ncovenants or agreements, each party hereto shall have the right to obtain\ninjunctive relief to restrain a breach or threatened breach of, or otherwise to\nobtain specific performance of, the other parties, covenants and agreements\ncontained in this Agreement.\n\n     10.7  Notices.  Any notice, request, claim, demand, waiver, consent,\n           -------                                                         \napproval or other communication which is required or permitted hereunder shall\nbe in writing and shall be deemed given if delivered personally or sent by\ntelefax (with confirmation of receipt), by registered or certified mail, postage\nprepaid, or by recognized courier service, as follows:\n\n                                      -57-\n\n \n     If to Navigant, PTC or the Surviving Entity to:\n\n     Navigant International, Inc.\n     84 Inverness Circle East\n     Englewood, Colorado 80112\n     Attn:  Eugene A. Over, Jr., General Counsel and Secretary\n     (Telefax:  (303) 706-0678)\n\n     with a required copy to:\n\n     Wilson Sonsini Goodrich &amp; Rosati\n     650 Page Mill Road\n     Palo Alto, California  94304\n     Attn:  John V. Roos, Esq.\n     (Telefax: (650) 496-4006)\n\n     If to any Interestholder to:\n\n     Atlas Travel Services\n     1177 W. Loop South, Suite 400\n     Houston, TX  77027\n     (Telefax: (713) 963-8231)\n\n     with a required copy to:\n\n     Winstead Sechrest &amp; Minick P.C.\n     910 Travis Street, Suite 2400\n     Houston, TX  77002\n     Attn:  Arthur S. Berner, Esq.\n     (Telefax: (713) 650-2400)\n\nor to such other address as the person to whom notice is to be given may have\nspecified in a notice duly given to the sender as provided herein.  Such notice,\nrequest, claim, demand, waiver, consent, approval or other communication shall\nbe deemed to have been given as of the date so delivered, telefaxed, mailed or\ndispatched and, if given by any other means, shall be deemed given only when\nactually received by the addressees.\n\n     10.8  Governing Law.  This Agreement shall be governed by and construed,\n           -------------                                                       \ninterpreted and enforced in accordance with the laws of Colorado.  Any disputes\narising out of, in connection with or with respect to this Agreement, the\nsubject matter hereof, the performance or non-performance of any obligation\nhereunder, or any of the transactions contemplated hereby shall be adjudicated\nin a court of competent civil jurisdiction sitting in the City and County of\nDenver, Colorado and nowhere else.  Each of the parties hereto hereby\nirrevocably submits to the jurisdiction of such court for the purposes of any\nsuit, civil action or other proceeding arising out of, in connection with or\nwith \n\n                                      -58-\n\n\n \nrespect to this Agreement, the subject matter hereof, the performance or non-\nperformance of any obligation hereunder, or any of the transactions contemplated\nhereby (collectively, \"Suit\"). Each of the parties hereto hereby waives and\nagrees not to assert by way of motion, as a defense or otherwise in any such\nSuit, any claim that it is not subject to the jurisdiction of the above courts,\nthat such Suit is brought in an inconvenient forum, or that the venue of such\nSuit is improper. PTC, the Company and each of the Interestholders each hereby\nirrevocably designate and appoint The Corporation Company, presently of 1675\nBroadway, Denver, Colorado 80202, to receive for it or him and on its or his\nbehalf summonses and other legal process in any Suit, and each agrees that\nservice upon The Corporation Company shall constitute valid and effective\nservice upon PTC, the Company or any Interestholder, as the case may be. PTC,\nthe Company and each of the Interestholders agrees that, so long as it, he or\nshe has any rights or obligations under or arising out of or in connection with\nthis Agreement, the subject matter hereof or any of the transactions\ncontemplated hereby, it, he or she shall maintain a duly appointed agent for\nservice of summonses and other legal process in Denver, Colorado. Nothing in\nthis Agreement shall affect or diminish any party's right to serve summonses and\nother legal process in any other manner permitted by law in connection with any\nSuit in the City and County of Denver, Colorado.\n\n     10.9  Severability.  If any provision of this Agreement or the\n           ------------                                              \napplication thereof to any person or circumstances is held invalid or\nunenforceable in any jurisdiction, the remainder hereof, and the application of\nsuch provision to such person or circumstances in any other jurisdiction, shall\nnot be affected thereby, and to this end the provisions of this Agreement shall\nbe severable.  The preceding sentence is in addition to and not in place of the\nseverability provisions in Section 9.5.\n\n     10.10  Absence of Third Party Beneficiary Rights.  No provision of this\n            -----------------------------------------                         \nAgreement is intended, nor will any provision be interpreted, to provide or to\ncreate any third party beneficiary rights or any other rights of any kind in any\nclient, customer, affiliate, shareholder, member, employee or partner of any\nparty hereto or any other person or entity.\n\n     10.11  Mutual Drafting.  This Agreement is the mutual product of the\n            ---------------                                                \nparties hereto, and each provision hereof has been subject to the mutual\nconsultation, negotiation and agreement of each of the parties, and shall not be\nconstrued for or against any party hereto.\n\n     10.12  Further Representations.  Each party to this Agreement\n            -----------------------                                 \nacknowledges and represents that it has been represented by its own legal\ncounsel in connection with the transactions contemplated by this Agreement, with\nthe opportunity to seek advice as to its legal rights from such counsel.  Each\nparty further represents that it is being independently advised as to the tax\nconsequences of the transactions contemplated by this Agreement and is not\nrelying on any representation or statements made by the other party as to such\ntax consequences.\n\n\n                           [Execution Page Following]\n\n                                      -59-\n\n \nIN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the\nday and year first above written.\n\n\n                                    NAVIGANT INTERNATIONAL, INC.\n\n                                    By: \/s\/ Edward S. Adams\n                                        --------------------------\n                                            Edward S. Adams, Chief\n                                            Executive Officer\n\n                                    PROFESSIONAL TRAVEL CORPORATION\n\n\n                                    By: \/s\/  Robert C. Griffith\n                                        ---------------------------\n \n\n                                    ATLAS TRAVEL SERVICES, LTD.\n\n\n                                    By: \/s\/  Ariel Leibovitz\n                                        ---------------------------\n\n\n\n                                    INTERESTHOLDERS:\n\n\n                                    \/s\/  Ariel Leibovitz\n                                    -------------------------------\n                                         Ariel Leibovitz\n\n\n                                    \/s\/  Doreen N. Leibovitz  \n                                    -------------------------------\n                                         Doreen N. Leibovitz\n\n\n                                    \/s\/ Gary Pearce\n                                    -------------------------------\n                                        Gary Pearce\n\n                                      -60-\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8307],"corporate_contracts_industries":[9525],"corporate_contracts_types":[9622,9627],"class_list":["post-43432","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-navigant-international-inc","corporate_contracts_industries-transportation__services","corporate_contracts_types-planning","corporate_contracts_types-planning__purchase"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43432","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43432"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43432"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43432"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43432"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}