Common use of Net Working Capital Adjustment Clause in Contracts

Net Working Capital Adjustment. (a) At least five business days prior to the Closing, the Company shall provide Parent with (i) an estimated balance sheet of the Company as of the Closing Date prepared from the Company’s books and records in a manner consistent with the balance sheet of the Company as of April 30, 2004 and in accordance with GAAP (subject to normal year end adjustments and except for the absence of footnotes) and (ii) a statement showing the Company’s good faith estimate of the net working capital (defined as current assets (less cash), minus current liabilities) of the Company as of the Closing Date prepared in accordance with the Principles and Procedures. At least one business day prior to the Closing, the Company shall provide Parent with (x) a final balance sheet of the Company as of the Closing Date, which shall be prepared from the Company’s books and records in a manner consistent with the balance sheet as of April 30, 2004 and in accordance with GAAP (subject to normal year end adjustments and except for the absence of footnotes) (the “Closing Balance Sheet”) and (y) a final statement (the “Closing NWC Statement”) showing the final net working capital (defined as current assets (less cash), minus current liabilities) of the Company as of the Closing Date (the “Net Working Capital”) prepared in accordance with the principles and procedures set forth on Exhibit 2.8 (a) (the “Principles and Procedures”). Solely for purposes of calculating the Net Working Capital, the bad debt reserve with respect to accounts receivable shall be $611,000. The Closing Balance Sheet and the Closing NWC Statement shall be certified by the Chief Executive Officer and Chief Financial Officer of the Company to be prepared in good faith and, with respect to the Closing Balance Sheet, in accordance with GAAP (subject to normal year end adjustments and except for the absence of footnotes) and, with respect to the Closing NWC Statement, in accordance with the Principles and Procedures. If the Net Working Capital is greater than the Target Net Working Capital, then the Merger Consideration shall be increased, dollar for dollar, by the amount of such excess, and if the Net Working Capital is less than the Target Net Working Capital, then the Merger Consideration shall be decreased, dollar for dollar, by the amount of such shortfall. (b) Within 60 days after Parent’s receipt of the Closing NWC Statement, Parent shall deliver written notice to the Shareholder Representatives of any items shown in the Closing NWC Statement to which Parent objects, specifying in reasonable detail the nature of such objections (the “Dispute Notice”). If no Dispute Notice is delivered within such 60-day period, Parent shall be deemed to have agreed with all items and amounts shown in the Closing NWC Statement, and the Net Working Capital shown in the Closing NWC Statement shall be deemed to have been finally determined. If, within 30 days after the Shareholder Representatives’ receipt of any Dispute Notice, Parent and the Shareholder Representatives are unable to resolve matters raised by the Dispute Notice, the parties shall submit the Dispute Notice to the Accounting Arbitrator for resolution. The Accounting Arbitrator shall be directed to make a final determination of Net Working Capital within 45 days of engagement, limited to those areas at issue, and in accordance with the Principles and Procedures, and such determination shall be conclusive and binding on all parties. Judgment upon the determination of the Accounting Arbitrator may be entered in any court having jurisdiction over the party against which such determination is to be enforced. The fees and expenses of the Accounting Arbitrator shall be borne by Parent; provided, however, that if the final determination of Net Working Capital is less than the amount set forth on the Closing NWC Statement by at least $25,000, Parent shall be entitled to reimbursement of such fees and expenses from the Company Shareholders and shall be entitled to a distribution from the Escrow Amount in the amount of such fees and expenses in accordance with the Escrow Agreement (without regard to any limitations set forth in Section 9, including, without limitation, the Threshold). (c) If the final determination of Net Working Capital (either pursuant to mutual agreement or by determination of the Accounting Arbitrator) is less than the amount set forth on the Closing NWC Statement, the Escrow Agent shall distribute the entire deficiency to Parent in accordance with the terms of the Escrow Agreement (without regard to limitations set forth in Section 9, including, without limitation, the Threshold). (d) Any adjustments made pursuant to this Section 2.8 shall be treated as an adjustment to the Merger Consideration.

Net Working Capital Adjustment. (a) At least five Not less than three (3) business days prior to the ClosingClosing Date and in no event more than seven (7) business days prior to the Closing Date, the Company Seller shall provide Parent with deliver to the Purchaser the Financial Statement Packet and a written schedule (icertified by the Seller’s chief financial officer) an estimated balance sheet of (the Company as of “Estimated Closing Statement”) setting forth in reasonable detail the Closing Date prepared from the Company’s books and records in a manner consistent with the balance sheet of the Company as of April 30, 2004 and in accordance with GAAP (subject to normal year end adjustments and except for the absence of footnotes) and (ii) a statement showing the CompanySeller’s good faith estimate of the net working capital (defined as current assets (less cash), minus current liabilitiesi) of the Company as of the Closing Date prepared Working Capital (the “Estimated Closing Date Working Capital”), (ii) the Closing Date Cash (the “Estimated Closing Date Cash”), (iii) the Closing Date Indebtedness (the “Estimated Closing Date Indebtedness”) and (iv) the Closing Date Transaction Expenses (the “Estimated Closing Date Transaction Expenses”). The Estimated Closing Statement and the determinations and calculations contained therein (including the Closing Date Working Capital) shall be calculated in accordance with the Principles and ProceduresAccounting Principles. At least one business day prior Upon the delivery of the Estimated Closing Statement, the Seller will make available to the Purchaser and its Representatives the work papers and other books and records used in preparing the Estimated Closing Statement. Prior to Closing, the Company Seller shall provide Parent with (x) a final balance sheet of the Company as of the Closing Date, which shall be prepared from the Company’s books and records in a manner consistent with the balance sheet as of April 30, 2004 and in accordance with GAAP (subject to normal year end adjustments and except for the absence of footnotes) (the “Closing Balance Sheet”) and (y) a final statement (the “Closing NWC Statement”) showing the final net working capital (defined as current assets (less cash), minus current liabilities) of the Company as of the Closing Date (the “Net Working Capital”) prepared in accordance with the principles and procedures set forth on Exhibit 2.8 (a) (the “Principles and Procedures”). Solely for purposes of calculating the Net Working Capital, the bad debt reserve with respect to accounts receivable shall be $611,000. The Closing Balance Sheet and the Closing NWC Statement shall be certified by the Chief Executive Officer and Chief Financial Officer of the Company to be prepared cooperate in good faith and, with respect to the Closing Balance Sheet, in accordance with GAAP (subject to normal year end adjustments answer any questions and except for the absence of footnotes) and, with respect to the Closing NWC Statement, in accordance with the Principles and Procedures. If the Net Working Capital is greater than the Target Net Working Capital, then the Merger Consideration shall be increased, dollar for dollar, resolve any issues raised by the amount Purchaser and its Representatives in connection with their review of such excess, and if the Net Working Capital is less than the Target Net Working Capital, then the Merger Consideration shall be decreased, dollar for dollar, by the amount of such shortfallEstimated Closing Statement. (b) Within 60 ninety (90) calendar days after Parent’s receipt following the Closing, the Purchaser shall prepare and deliver to the Seller a written schedule (the “Closing Statement”) setting forth in reasonable detail its calculation of the (i) Closing Date Working Capital, (ii) the Closing Date Cash, (iii) the Closing Date Indebtedness and (iv) the Closing Date Transaction Expenses. Following the Closing, the Purchaser shall provide the Seller and its Representatives reasonable access, during regular business hours, in such a manner as to not interfere with the normal operation of the Purchaser and its Affiliates, to the (subject to the execution of customary work paper access letters, if requested) work papers and books and records relating to the preparation of the Closing NWC Statement, Parent shall deliver written notice to Statement solely for the Shareholder Representatives purpose of any items shown assisting the Seller in its review of the Closing Statement and the calculations contained therein. If the Seller disagrees with the calculations in the Closing NWC Statement to which Parent objectsStatement, specifying in reasonable detail the nature Seller shall notify the Purchaser of such objections disagreement in writing (the “Dispute Notice”)) within forty-five (45) days after delivery of the Closing Statement. If no The Dispute Notice must set forth in reasonable detail (i) any item on the Closing Statement which the Seller believes has not been prepared in accordance with this Agreement and the correct amount of such item and (ii) the Seller’s alternative calculation of the Closing Date Working Capital, the Closing Date Cash, the Closing Date Indebtedness and/or the Closing Date Transaction Expenses, as the case may be. Any item or amount that the Seller does not dispute in reasonable detail in the Dispute Notice within such forty-five (45) day period, shall be final, binding and conclusive for all purposes hereunder. In the event any such Dispute Notice is delivered within timely provided, the Purchaser and the Seller shall use commercially reasonable efforts for a period of fifteen (15) days (or such 60-day longer period as they may mutually agree) to resolve any disagreements with respect to the calculations included in the Closing Statement that were disputed in the Dispute Notice. If, at the end of such period, Parent shall be deemed the Seller and the Representatives of the Purchaser remain unable to have agreed with all resolve the dispute in its entirety, then the unresolved items and amounts shown thereof in dispute shall be submitted to KPMG, LLP, or if such firm cannot or does not accept such engagement, another nationally recognized independent accounting firm, reasonably acceptable to the Purchaser and the Seller, which shall not be the independent accountants of the Purchaser or the Seller (the “Dispute Auditor”). The Dispute Auditor shall determine, based solely on the provisions of this Section 1.3 and the written presentations by the Seller and the Purchaser, and not by independent review, only those items and amounts that remain then in dispute as set forth in the Dispute Notice in reasonable detail. The Dispute Auditor’s determination of the Closing NWC StatementDate Working Capital, the Closing Date Cash, the Closing Date Indebtedness and/or the Closing Date Transaction Expenses, as applicable, shall be made within forty-five (45) days after the dispute is submitted for its determination and shall be set forth in a written statement delivered to the Seller and the Purchaser. A judgment of a court of competent jurisdiction selected pursuant to Section 9.6 hereof may be entered upon the Dispute Auditor’s determination. The Dispute Auditor shall have exclusive jurisdiction over, and resorting to the Dispute Auditor as provided in this Section 1.3(b) shall be the only recourse and remedy of the parties against one another with respect to those items and amounts that remain in dispute within the scope of the third immediately preceding sentence of this Section 1.3(b). The Dispute Auditor shall allocate its fees and expenses between the Purchaser and the Seller according to the degree to which the positions of the respective parties are not accepted by the Dispute Auditor. By way of illustration, (i) if Purchaser’s calculations would have resulted in a $1,000,000 net payment to Purchaser, and the Net Working Capital shown Seller’s calculations would have resulted in a $1,000,000 net payment to the Closing NWC Statement shall be deemed to have been finally determined. If, within 30 days after the Shareholder Representatives’ receipt of any Dispute Notice, Parent Seller and the Shareholder Representatives are unable to resolve matters raised by the Dispute Notice, the parties shall submit the Dispute Notice Auditor’s final determination results an in aggregate net payment of $500,000 to the Accounting Arbitrator for resolution. The Accounting Arbitrator Seller, then the Purchaser and the Seller shall be directed to make a final determination of Net Working Capital within 45 days of engagementpay 75% and 25%, limited to those areas at issuerespectively, and in accordance with the Principles and Procedures, and such determination shall be conclusive and binding on all parties. Judgment upon the determination of the Accounting Arbitrator may be entered in any court having jurisdiction over the party against which such determination is to be enforced. The fees and expenses of the Accounting Arbitrator shall be borne by Parent; provided, however, that if the final determination of Net Working Capital is less than the amount set forth on the Closing NWC Statement by at least $25,000, Parent shall be entitled to reimbursement of such fees and expenses and (ii) if each of such parties’ calculation differs from the Company Shareholders Dispute Auditor’s calculation by $1,000,000, the Purchaser and the Seller shall be entitled to a distribution from the Escrow Amount in the amount of split such fees and expenses in accordance with evenly. In no event shall the Escrow Agreement (without regard decision of the Dispute Auditor assign a value to any limitations set forth in Section 9, including, without limitation, the Threshold). (c) If the final determination of Net Working Capital (either pursuant to mutual agreement or by determination of the Accounting Arbitrator) is less item greater than the amount set forth on greatest value for such item claimed by either the Closing NWC Statement, Purchaser or the Escrow Agent shall distribute Seller or lesser than the entire deficiency to Parent in accordance with smallest value for such item claimed by either the terms of Purchaser or the Escrow Agreement (without regard to limitations set forth in Section 9, including, without limitation, Seller. Any determinations made by the Threshold). (d) Any adjustments made Dispute Auditor pursuant to this Section 2.8 1.3 shall be treated final, non-appealable and binding on the parties hereto, absent manifest error, gross negligence or fraud. The date on which the Closing Date Working Capital, the Closing Date Cash, the Closing Date Indebtedness and the Closing Date Transaction Expenses are finally determined in accordance with this Section 1.3(b) is hereinafter referred to as an adjustment to the Merger Consideration“Determination Date.”

Net Working Capital Adjustment. (a) At least five business Within 30 days prior to the Closing, the Company shall provide Parent with (i) an estimated balance sheet of the Company as of the Closing Date prepared from (or such other date as is mutually agreed to by the Company’s books Buyer and records Sellers in a manner consistent with the balance sheet of the Company as of April 30writing), 2004 and in accordance with GAAP Sellers shall deliver to Buyer: (subject to normal year end adjustments and except for the absence of footnotes) and (iii) a statement showing the Company’s good faith estimate calculation of the net working capital (defined Net Working Capital as current assets (less cash), minus current liabilities) of the Company as of the Closing Date prepared in accordance with the Principles and Procedures. At least one business day prior to the Closing, the Company shall provide Parent with (x) a final balance sheet of the Company as of the Closing Date, which shall be prepared from the Company’s books and records in a manner consistent with the balance sheet as of April 30, 2004 and in accordance with GAAP (subject to normal year end adjustments and except for the absence of footnotes) (the “Closing Balance Sheet”) and (y) a final statement (the “Closing NWC Statement”) showing the final net working capital (defined as current assets (less cash), minus current liabilities) of the Company as of at the Closing Date (the “Net Working CapitalCapital Calculation”); and (ii) prepared in accordance a statement of capital expenditures made by the Venture from and after the date hereof until the Closing Date (“CAPEX Statement”), together with the principles and procedures set forth on Exhibit 2.8 (a) (the “Principles and Procedures”). Solely for purposes of calculating the Net Working Capital, the bad debt reserve with respect documents necessary to accounts receivable shall be $611,000. The Closing Balance Sheet and the Closing NWC Statement shall be certified by the Chief Executive Officer and Chief Financial Officer of the Company to be prepared in good faith and, with respect to the Closing Balance Sheet, in accordance with GAAP (subject to normal year end adjustments and except for the absence of footnotes) and, with respect to the Closing NWC Statement, in accordance with the Principles and Procedures. If the Net Working Capital is greater than the Target Net Working Capital, then the Merger Consideration shall be increased, dollar for dollar, by the amount of support such excess, and if the Net Working Capital is less than the Target Net Working Capital, then the Merger Consideration shall be decreased, dollar for dollar, by the amount of such shortfallcalculations. (b) Within 60 30 days after Parent’s following receipt of the Closing NWC StatementNet Working Capital Calculation and the CAPEX Statement and the required support documents, Parent Buyer shall deliver written notice review the Net Working Capital Calculation and CAPEX Statement and shall notify Sellers in writing if it has any objections to the Shareholder Representatives Net Working Capital Calculation or CAPEX Statement. The notice of any items shown objection must contain a statement of the basis of the objections and the amount(s) in the Closing NWC Statement to which Parent objects, specifying in reasonable detail the nature of such objections (the “Dispute Notice”)dispute. If no Dispute Notice is delivered within such 60-day period, Parent Buyer shall be deemed to have agreed with all items and amounts shown in the Closing NWC Statement, and accepted the Net Working Capital shown Calculation if it does not notify in the Closing NWC Statement writing Sellers of its objection within such 30-day period, which shall then be deemed to have been finally determined. If, within 30 days after the Shareholder Representatives’ receipt of any Dispute Notice, Parent final and the Shareholder Representatives are unable to resolve matters raised by the Dispute Notice, binding upon the parties shall submit the Dispute Notice to the Accounting Arbitrator for resolution. The Accounting Arbitrator shall be directed to make a final determination of Net Working Capital within 45 days of engagement, limited to those areas at issue, and in accordance with the Principles and Procedures, and such determination shall be conclusive and binding on all parties. Judgment upon the determination of the Accounting Arbitrator may be entered in any court having jurisdiction over the party against which such determination is to be enforced. The fees and expenses of the Accounting Arbitrator shall be borne by Parent; provided, however, that if the final determination of Net Working Capital is less than the amount set forth on the Closing NWC Statement by at least $25,000, Parent shall be entitled to reimbursement of such fees and expenses from the Company Shareholders and shall not be entitled subject to a distribution from the Escrow Amount in the amount of such fees and expenses in accordance with the Escrow Agreement (without regard to any limitations set forth in Section 9appeal, including, without limitation, the Threshold)absent manifest error. (c) If Buyer disputes the final determination of Net Working Capital Calculation or CAPEX Statement, the Buyer and Sellers will work expeditiously and in good faith in an attempt to resolve such dispute within a further period of 15 days after the date of notification by Buyer to Sellers of such dispute, failing which the dispute shall be submitted for determination to an independent national firm of certified public accountants mutually agreed to by Sellers and Buyer (either pursuant and, failing agreement between Sellers and Buyer on the firm of certified public accountants within a further period of five Business Days, such independent national firm of certified public accountants shall be Ernst & Young, or if such firm is unable to mutual agreement or by act, KPMG. The determination of the Accounting Arbitrator) is less than firm of certified public accountants shall be final and binding upon the amount set forth on the Closing NWC Statementparties and shall not be subject to appeal, the Escrow Agent absent manifest error. The firm of certified public accountants shall distribute the entire deficiency be deemed to Parent in accordance with the terms of the Escrow Agreement (without regard to limitations set forth in Section 9, including, without limitation, the Threshold)be acting as experts and not as arbitrators. (d) Any adjustments made pursuant Sellers and Buyer shall each bear the fees and expenses of their respective auditors and accountants, if any, in preparing or reviewing, as the case may be, the Net Working Capital Calculation or CAPEX Statement. In the case of a dispute and the retention of a national firm of certified public accountants to determine such dispute, the costs and expenses of such firm of certified public accountants shall be borne by Sellers if such firm of certified public accountant’s findings determines that the Net Working Capital Calculation or CAPEX Statement is misstated by 10% or greater and shall otherwise be borne by Buyer. However, Sellers on the one hand and Buyer on the other hand shall each bear their own costs in presenting their respective cases to the firm of certified public accountants. (e) The Purchase Price shall be increased or decreased, as the case may be, dollar-for-dollar, to the extent that Net Working Capital as at the Closing Date, as determined in accordance with this Section 2.8 2.6, is more or less than $89,173,000, being the Net Working Capital as at September 30, 2013. The Purchase Price will be decreased dollar-for-dollar to the extent that aggregate amount of capital expenditures (both sustaining and new capital) of the Venture incurred and paid from the date hereof until the Closing Date is more than $1,500,000 below the aggregate amount of capital expenditures for the applicable time period forth in the 2014 budget as attached as 2.6(e). For the purposes of the foregoing sentence, for any period less than a whole month, the capital expenditures for that month set forth in Schedule 2.6(e) shall be treated as an adjustment pro-rated on a daily basis. If there is a decrease to the Merger ConsiderationPurchase Price, the amount of such decrease shall be paid by Sellers to Buyer (in the same proportions as the payments of Purchase Price made to Sellers at the Closing) by wire transfer within five Business Days of the final determination of the Net Working Capital Calculation or CAPEX Statement, as the case may be. If there is an increase in the Purchase Price, Buyer shall pay the excess amount to Sellers (in the same proportions as the payments of Purchase Price made to Sellers at the Closing) by wire transfer within five Business Days of the final determination of the Net Working Capital Calculation. The determination and adjustment of the Purchase Price in accordance with the provisions of this Section 2.6 shall not limit or affect any other rights or causes of action any of the parties may have with respect to the representations, warranties, covenants and indemnities in its favor contained in this Agreement. (f) For purposes of this Section 2.6, “Net Working Capital” means (i) the sum of the Venture’s trade accounts receivable, inventory and prepaid expenses less (ii) the sum of the Venture’s accounts payable and accrued payroll and other current liabilities (excluding any intercompany obligations and Taxes payable other than Taxes respecting the Real Property); for greater certainty, Net Working Capital shall be calculated in the same manner and include the same categories of line items as Net Working Capital as at September 30, 2013, which calculation is set out in Schedule 2.6(f).

Net Working Capital Adjustment. (a) At least five business From and after the Closing Date, Parent and the Surviving Corporation shall cooperate with the Stockholders’ Representatives and its authorized representatives so that the Stockholders’ Representatives may review the Final Closing Financial Data (as defined below) and all worksheets and other information used in the preparation thereof. Within 120 days prior after the Closing Date, Parent shall deliver, or cause the Surviving Corporation to deliver, to the ClosingStockholders’ Representatives and the Escrow Agent a notice (the “Working Capital Notice”) of Parent’s determination of the Net Working Capital as of the Effective Time, including whether Excess Working Capital or Working Capital Deficiency (each as defined below) exists, based upon the Company shall provide Parent with (i) an estimated balance sheet final financial statements of the Company as of and for the Closing Date prepared from period ending at the Company’s books and records in Effective Time, including a manner consistent with the balance sheet and the related statements of income and cash flows for the period then ended (collectively, the “Final Closing Financial Data”). After receipt of the Company as of April 30Working Capital Notice, 2004 and in accordance with GAAP (subject the Stockholders’ Representatives shall have 30 days to normal year end adjustments and except for review the absence of footnotes) and (ii) a statement showing the Company’s good faith estimate of the net working capital (defined as current assets (less cash)Final Closing Financial Data. If, minus current liabilities) of the Company as of the Closing Date prepared in accordance with the Principles and Procedures. At least one business day prior to the Closingexpiration of such 30-day review period following delivery of the Working Capital Notice, the Company shall provide Stockholders’ Representatives do not notify Parent with (x) a final balance sheet and the Escrow Agent of its objection to the Company as of the Final Closing Date, which shall be prepared from the Company’s books and records in a manner consistent with the balance sheet as of April 30, 2004 and in accordance with GAAP (subject to normal year end adjustments and except for the absence of footnotes) Financial Data (the “Post-Closing Balance SheetObjection Notice”) and (y) a final statement (the “Closing NWC Statement”) showing the final net working capital (defined as current assets (less cash), minus current liabilities) of the Company Working Capital Notice and the Final Closing Financial Data as of the Closing Date (the “Net Working Capital”) prepared in accordance with the principles and procedures set forth on Exhibit 2.8 (a) (the “Principles and Procedures”). Solely for purposes of calculating the Net Working Capital, the bad debt reserve with respect to accounts receivable delivered by Parent shall be $611,000. The Closing Balance Sheet final, binding and the Closing NWC Statement shall be certified by the Chief Executive Officer and Chief Financial Officer of the Company to be prepared in good faith and, conclusive with respect to the existence of either an Excess Working Capital or Working Capital Deficiency (as applicable). (b) If the Stockholders’ Representatives deliver a Post-Closing Balance SheetObjection Notice, Parent and the Stockholders’ Representatives shall, within 30 days (or such longer period as the parties may agree in writing) following such notice, attempt to resolve their differences and any resolution by them as to any disputed amounts shall be final, binding and conclusive. If, at the conclusion of such period, any amounts remain in dispute, then Parent and the Stockholders’ Representatives shall engage Deloitte & Touche LLC (the “Neutral Auditor”) to resolve such dispute. Parent and the Stockholders’ Representatives each agree to execute, if requested by the Neutral Auditor, a reasonable engagement letter, including customary indemnities, in accordance connection with GAAP (subject to normal year end adjustments any dispute under this Section. Parent and except for the absence Stockholders’ Representatives shall each pay the percentage of footnotes) and, with respect to the Closing NWC Statement, in accordance with the Principles and Procedures. If the Net Working Capital is greater than the Target Net Working Capital, then the Merger Consideration shall be increased, dollar for dollar, by the amount of the fees and expenses of the Neutral Auditor equal to (x) the aggregate amount of the disputed matters submitted to the Neutral Auditor pursuant to this Section 2.13(b) that are not settled in favor of such excessParty (as finally determined by the Neutral Auditor), divided by (y) the aggregate amount of all disputed matters submitted to the Neutral Auditor pursuant to this Section. The Neutral Auditor shall act as an arbitrator to determine those issues still in dispute and only as to whether such amounts were arrived at in conformity with this Agreement. The Neutral Auditor’s determination shall be made within 45 days of its engagement, shall be set forth in a written statement delivered to Parent and the Stockholders’ Representatives and shall be final, binding and conclusive upon Parent and the Stockholders’ Representatives and all of the Securityholders, and a declaratory judgment by a court of competent jurisdiction may be entered in accordance therewith. (c) At such time as the amount of the Final Closing Financial Data is deemed final, binding and conclusive (the “Final Working Capital Determination”), either by (i) the expiration of 30 days from receipt by Buyer of the Final Closing Financial Data without the delivery of a Post-Closing Objection Notice or (ii) the mutual agreement or determination by the Neutral Auditor, then: (i) if the Net Working Capital as of the Effective Time exceeds the Target Net Working Capital (such excess, the “Excess Working Capital”), then Parent shall deliver to the Escrow Agent as additional Merger Consideration, which shall be considered part of the Escrowed Consideration, one or more stock certificates representing that number of shares (the “Excess Shares”) of Parent Common Stock calculated by dividing (A) the amount of the Excess Working Capital by (B) the average of the closing price per share on each of the 20 trading days immediately preceding the date on which as the amount of the Final Closing Financial Data is deemed final, binding and conclusive pursuant to this Section 2.13(c), each closing price as reported in The Wall Street Journal; or (ii) if the Net Working Capital as of the Effective Time is less than the Target Net Working CapitalCapital (such deficiency, the “Working Capital Deficiency”), then the Merger Consideration shall be decreased, dollar for dollar, by the amount of such shortfall. (b) Within 60 days after Parent’s receipt of the Closing NWC Statement, Parent shall deliver written notice to the Shareholder Representatives of any items shown in the Closing NWC Statement to which Parent objects, specifying in reasonable detail the nature of such objections (the “Dispute Notice”). If no Dispute Notice is delivered within such 60-day period, Parent shall be deemed to have agreed with all items and amounts shown in the Closing NWC Statement, and the Net Working Capital shown in the Closing NWC Statement shall be deemed to have been finally determined. If, within 30 days after the Shareholder Representatives’ receipt of any Dispute Notice, Parent and the Shareholder Representatives are unable to resolve matters raised by the Dispute Notice, the parties shall submit the Dispute Notice to the Accounting Arbitrator for resolution. The Accounting Arbitrator shall be directed to make a final determination of Net Working Capital within 45 days of engagement, limited to those areas at issue, and in accordance with the Principles and Procedures, and such determination shall be conclusive and binding on all parties. Judgment upon the determination of the Accounting Arbitrator may be entered in any court having jurisdiction over the party against which such determination is to be enforced. The fees and expenses of the Accounting Arbitrator shall be borne by Parent; provided, however, that if the final determination of Net Working Capital is less than the amount set forth on the Closing NWC Statement by at least $25,000, Parent shall be entitled to reimbursement reduce the Contingent Share Consideration by that number of such fees and expenses from shares (the Company Shareholders and shall be entitled to a distribution from the Escrow Amount in “Deficiency Shares”) calculated by dividing (X) the amount of such fees and expenses in accordance with the Escrow Agreement (without regard to any limitations set forth in Section 9, including, without limitation, the Threshold). (c) If the final determination of Net Working Capital Deficiency by (either Y) the average of the closing price per share on each of the 20 trading days immediately preceding the date on which the amount of the Final Closing Financial Data is deemed final, binding and conclusive pursuant to mutual agreement or by determination of the Accounting Arbitrator) is less than the amount set forth on the Closing NWC Statementthis Section 2.13(c), the Escrow Agent shall distribute the entire deficiency to Parent each closing price as reported in accordance with the terms of the Escrow Agreement (without regard to limitations set forth in Section 9, including, without limitation, the Threshold)The Wall Street Journal. (d) Any adjustments made pursuant Promptly following the Final Working Capital Determination, but not more than five business days therefrom, Parent shall (1) deliver to this Section 2.8 the Escrow Agent a written notice (the “Final Working Capital Notice”), which shall be treated as an adjustment signed by Parent and, if a Post-Closing Objection Notice shall have been delivered, either the Stockholders’ Representatives or the Neutral Auditor, identifying the Excess Working Capital, the Working Capital Deficiency or the absence of either and (2) (X) with respect to the Merger Excess Working Capital, deliver to the Escrow Agent one or more stock certificates representing the Excess Shares, which shall be added to the Escrowed Consideration, or (Y) with respect to a Working Capital Deficiency, request that the Escrow Agent exchange the stock certificate then representing the Contingent Share Consideration in exchange for Parent’s delivery of a substitute stock certificate representing the number of shares of Parent’s Common Stock equal to (i) the original number of shares constituting Contingent Shares Consideration minus (ii) the number of Deficiency Shares. Notwithstanding anything to the contrary herein, any portion of the Excess Shares or the Deficiency Shares constituting a fraction of a share of Parent Common Stock shall be rounded down to the nearest whole share.

Net Working Capital Adjustment. (a) At least five business days prior to For purposes of the Closing, the Company shall provide Parent with (i) an estimated balance sheet estimate the amount of the Company its Net Working Capital as of the Closing Date prepared from on the basis of the most current information then available. The Company shall notify Purchaser of its calculation of the Company’s books and records in a manner consistent with 's estimated Net Working Capital (the balance sheet of the Company as of April 30, 2004 and in accordance with GAAP (subject to normal year end adjustments and except for the absence of footnotes"ESTIMATED NET WORKING CAPITAL") and deliver a copy of such calculation to Purchaser at least three, but not more than five, business days prior to Closing. The Consideration to be paid at Closing shall be adjusted based upon the Estimated Net Working Capital as follows: (i) If the Estimated Net Working Capital is greater than $49,000,000, the Consideration to be paid at Closing shall be increased by the difference between the Estimated Net Working Capital less $49,000,000; (ii) a statement showing If the Company’s good faith estimate of Estimated Net Working Capital is less than $49,000,000, the net working capital Consideration to be paid at Closing shall be decreased by the difference between $49,000,000 less the Estimated Net Working Capital; and (defined as current assets iii) If the Estimated Net Working Capital is equal to $49,000,000, there shall be no Consideration adjustment pursuant to this SECTION 3.2(A). (less cash), minus current liabilitiesb) of the Company as of the Closing Date prepared in accordance with the Principles and Procedures. At least one Within 10 business day prior to days following the Closing, Purchaser shall deliver to the Company shall provide Parent with (x) a final balance sheet Representatives its calculation of the Company as of the Closing Date, which shall be prepared from the Company’s books and records in a manner consistent with the balance sheet as of April 30, 2004 and in accordance with GAAP (subject to normal year end adjustments and except for the absence of footnotes) (the “Closing Balance Sheet”) and (y) a final statement (the “Closing NWC Statement”) showing the final net working capital (defined as current assets (less cash), minus current liabilities) of the Company 's Net Working Capital as of the Closing Date (the “"FINAL NET WORKING CAPITAL") and related supporting documentation. Within 10 business days following their receipt of Purchaser's Final Net Working Capital”Capital calculation, the Representatives shall have the right to object in writing thereto, setting forth a specific description of their objections. If the Representatives do not so object during such period, the Representatives shall be deemed to have agreed, for and on behalf of all the Stockholders, to the Final Net Working Capital calculation. If the Representatives so object and Purchaser and the Representatives cannot mutually agree on the Final Net Working Capital calculation within five business days of Purchaser's receipt of the Representatives' objections, the dispute shall be promptly submitted to the Independent Firm. The Independent Firm shall be directed to resolve such dispute within 20 business days after submission of the dispute by the parties. The decision of the Independent Firm shall be final and binding upon the Stockholders and Purchaser, and the Independent Firm's fees, costs and expenses shall be borne pro rata by the Stockholders and Purchaser based on the relative amounts by which the Representatives' (on behalf of the Stockholders) prepared in accordance with and Purchaser's respective calculations of the principles and procedures set forth on Exhibit 2.8Final Net Working Capital vary from that of the Independent Firm. (ac) (Based upon the “Principles and Procedures”). Solely for purposes of calculating the Final Net Working Capital, as finally determined pursuant to SECTION 3.2(B) hereof, the bad debt reserve with respect to accounts receivable following post-Closing deliveries shall be $611,000. The Closing Balance Sheet and the Closing NWC Statement shall be certified by the Chief Executive Officer and Chief Financial Officer of the Company to be prepared in good faith andmade, with respect to the Closing Balance Sheet, in accordance with GAAP as applicable: (subject to normal year end adjustments and except for the absence of footnotesi) and, with respect to the Closing NWC Statement, in accordance with the Principles and Procedures. If the Final Net Working Capital is greater than the Target Estimated Net Working Capital, then Purchaser shall deliver to the Merger Consideration shall be increasedRepresentatives, dollar for dollarand on behalf of the Stockholders in the percentages, reduced, with respect to certain Stockholders, by any amounts paid in satisfaction of the amount obligations of such excessStockholders under the Premium Sharing Agreements, as set forth on SCHEDULE 3.1 hereto, a wire transfer payment of cash in an amount equal to the difference between the Final Net Working Capital less the Estimated Net Working Capital, together with interest accrued from the Closing Date until and if including the date of such payment at the broker's "call money" rate on stock exchange collateral charged by The Bank of New York, as in effect from time to time. Simultaneously therewith, Purchaser and a Representative shall deliver to the Escrow Agent instructions to disburse to the Representatives, for and on behalf of the Stockholders in the percentages, reduced, with respect to certain Stockholders, by any amounts paid in satisfaction of the obligations of such Stockholders under the Premium Sharing Agreements, as set forth on SCHEDULE 3.1 hereto, all funds held pursuant to the Adjustment Escrow Agreement; (ii) If the Final Net Working Capital is less than the Target Estimated Net Working Capital, then the Merger Consideration Purchaser shall be decreased, dollar for dollar, by entitled to receive from the Stockholders a payment of cash in an amount of such shortfall. (b) Within 60 days after Parent’s receipt of the Closing NWC Statement, Parent shall deliver written notice equal to the Shareholder Representatives of any items shown in difference between the Closing NWC Statement to which Parent objects, specifying in reasonable detail the nature of such objections (the “Dispute Notice”). If no Dispute Notice is delivered within such 60-day period, Parent shall be deemed to have agreed with all items and amounts shown in the Closing NWC Statement, and the Estimated Net Working Capital shown less the Final Net Working Capital, together with interest accrued from the Closing Date until and including the date of such payment at the broker's "call money" rate on stock exchange collateral charged by The Bank of New York, as in effect from time to time (the "WORKING CAPITAL ADJUSTMENT"). Simultaneously therewith, Purchaser and a Representative shall deliver to the Escrow Agent instructions to deliver to Purchaser funds held pursuant to the Adjustment Escrow Agreement in an amount equal to the Working Capital Adjustment. To the extent the funds held pursuant to the Adjustment Escrow Agreement exceed the Working Capital Adjustment, such excess shall be delivered by the Escrow Agent to the Representatives, for and on behalf of the Stockholders in the Closing NWC Statement percentages, reduced, with respect to certain Stockholders, by any amounts paid in satisfaction of the obligations of such Stockholders under the Premium Sharing Agreements, as set forth on SCHEDULE 3.1 hereto. To the extent the Working Capital Adjustment exceeds the funds held pursuant to the Adjustment Escrow Agreement, Purchaser shall be deemed entitled to have been finally determined. Ifreceive from the Stockholders an amount equal to such excess, within 30 days after the Shareholder Representatives’ receipt of any Dispute Notice, Parent and the Shareholder Representatives are unable which amount shall be paid immediately to resolve matters raised Purchaser by the Dispute Notice, Stockholders; and (iii) If the parties shall submit the Dispute Notice to the Accounting Arbitrator for resolution. The Accounting Arbitrator shall be directed to make a final determination of Net Working Capital within 45 days of engagement, limited to those areas at issue, and in accordance with the Principles and Procedures, and such determination shall be conclusive and binding on all parties. Judgment upon the determination of the Accounting Arbitrator may be entered in any court having jurisdiction over the party against which such determination is to be enforced. The fees and expenses of the Accounting Arbitrator shall be borne by Parent; provided, however, that if the final determination of Final Net Working Capital is less than equal to the amount Estimated Net Working Capital, there shall be no post-Closing delivery pursuant to this SECTION 3.2(C). Purchaser and a Representative shall immediately deliver to the Escrow Agent instructions to disburse to the Representatives, for and on behalf of the Stockholders in the percentages, reduced, with respect to certain Stockholders, by any amounts paid in satisfaction of the obligations of such Stockholders under the Premium Sharing Agreements, as set forth on the Closing NWC Statement by at least $25,000SCHEDULE 3.1 hereto, Parent shall be entitled to reimbursement of such fees and expenses from the Company Shareholders and shall be entitled to a distribution from the Escrow Amount in the amount of such fees and expenses in accordance with the Escrow Agreement (without regard to any limitations set forth in Section 9, including, without limitation, the Threshold). (c) If the final determination of Net Working Capital (either all funds held pursuant to mutual agreement or by determination of the Accounting Arbitrator) is less than the amount set forth on the Closing NWC Statement, the Adjustment Escrow Agent shall distribute the entire deficiency to Parent in accordance with the terms of the Escrow Agreement (without regard to limitations set forth in Section 9, including, without limitation, the Threshold)Agreement. (d) Any adjustments post-Closing delivery of cash required to be made pursuant to this Section 2.8 SECTION 3.2(C) shall be treated as an adjustment made within two business days of the final determination of Final Net Working Capital pursuant to the Merger Considerationsubsection (b) above.

Net Working Capital Adjustment. (a) At least five Company shall deliver the Net Working Capital Certificate to Acquirer not less than three business days prior to the Closing, the Company shall provide Parent with (i) an estimated balance sheet of the Company as of the Closing Date prepared from the Company’s books and records in a manner consistent with the balance sheet of the Company as of April 30, 2004 and in accordance with GAAP (subject to normal year end adjustments and except for the absence of footnotes) and (ii) a statement showing the Company’s good faith estimate of the net working capital (defined as current assets (less cash), minus current liabilities) of the Company as of the Closing Date prepared in accordance with the Principles and Procedures. At least one business day prior to the Closing, the Company shall provide Parent with (x) a final balance sheet of the Company as of the Closing Date. (b) At Acquirer’s option, which shall be prepared from the Company’s books and records but in a manner consistent with the balance sheet as of April 30, 2004 and in accordance with GAAP (subject to normal year end adjustments and except for the absence of footnotes) (the “Closing Balance Sheet”) and (y) a final statement (the “Closing NWC Statement”) showing the final net working capital (defined as current assets (less cash), minus current liabilities) of the Company as any event within 12 months of the Closing Date (such date, for purposes hereof, the “Net Working Capital”) prepared in accordance with the principles and procedures set forth on Exhibit 2.8 (a) (the “Principles and ProceduresAudit Completion Date”). Solely for purposes of calculating the Net Working Capital, the bad debt reserve with respect Acquirer may object to accounts receivable shall be $611,000. The Closing Balance Sheet and the Closing NWC Statement shall be certified by the Chief Executive Officer and Chief Financial Officer of the Company to be prepared in good faith and, with respect to the Closing Balance Sheet, in accordance with GAAP (subject to normal year end adjustments and except for the absence of footnotes) and, with respect to the Closing NWC Statement, in accordance with the Principles and Procedures. If the Net Working Capital is greater than the Target Net Working Capital, then the Merger Consideration shall be increased, dollar for dollar, by the amount of such excess, and if calculations included in the Net Working Capital Certificate (the “NWC Calculations”) by delivering to the Representative a certificate (the “Acquirer NWC Certificate”) executed by Acquirer’s Chief Financial Officer setting forth Acquirer’s calculation of Net Working Capital and the amount by which Net Working Capital as calculated by Acquirer is less than the Target Net Working Capital, then the Merger Consideration shall be decreased, dollar for dollar, by the amount of such shortfall. (b) Within 60 days after Parent’s receipt of the Closing NWC Statement, Parent shall deliver written notice to the Shareholder Representatives of any items shown Capital set forth in the Closing NWC Statement to which Parent objects, specifying in reasonable detail the nature of such objections (the “Dispute Notice”). If no Dispute Notice is delivered within such 60-day period, Parent shall be deemed to have agreed with all items and amounts shown in the Closing NWC Statement, and the Net Working Capital shown in the Closing NWC Statement shall be deemed to have been finally determined. If, within 30 days after the Shareholder Representatives’ receipt of any Dispute Notice, Parent and the Shareholder Representatives are unable to resolve matters raised by the Dispute Notice, the parties shall submit the Dispute Notice to the Accounting Arbitrator for resolution. The Accounting Arbitrator shall be directed to make a final determination of Net Working Capital within 45 days of engagement, limited to those areas at issue, and in accordance with the Principles and Procedures, and such determination shall be conclusive and binding on all parties. Judgment upon the determination of the Accounting Arbitrator may be entered in any court having jurisdiction over the party against which such determination is to be enforced. The fees and expenses of the Accounting Arbitrator shall be borne by Parent; provided, however, that if the final determination of Net Working Capital is less than the amount set forth on the Closing NWC Statement by at least $25,000, Parent shall be entitled to reimbursement of such fees and expenses from the Company Shareholders and shall be entitled to a distribution from the Escrow Amount in the amount of such fees and expenses in accordance with the Escrow Agreement (without regard to any limitations set forth in Section 9, including, without limitation, the Threshold)Certificate. (c) If The Representative may object to the final determination of Net Working Capital (either pursuant to mutual agreement or by determination of the Accounting Arbitrator) is less than the amount set forth on the Closing NWC Statement, the Escrow Agent shall distribute the entire deficiency to Parent in accordance with the terms of the Escrow Agreement (without regard to limitations calculations set forth in Section 9, including, without limitation, the ThresholdAcquirer NWC Certificate by providing written notice of such objection to Acquirer within 20 days after Acquirer’s delivery of the Acquirer NWC Certificate (the “Notice of Objection”). (d) Any adjustments made If the Representative timely provides the Notice of Objection, then the parties shall engage Deloitte & Touche USA LLP (the “Reviewing Accountant”) to review the NWC Calculations. After review of the NWC Calculations and Company’s books and records, the Reviewing Accountant shall promptly determine the Net Working Capital and such determination shall be final and binding on the parties. (e) If the Net Working Capital, as determined pursuant to this Section 2.8 2.6(b) (in the event there is no Notice of Objection) or Section 2.6(d), is in fact less than the Net Working Capital set forth in the Net Working Capital Certificate (such difference, the “Negative Adjustment Amount”), then, if and only if the Total Merger Consideration would be reduced after giving effect to the Negative Adjustment Amount, Acquirer shall be treated as an adjustment indemnified in accordance with Article 11, without giving effect to the Merger ConsiderationBasket (as defined in Section 11.4(a)) and without any dispute by the Representative, for the full amount of: (i) the Negative Adjustment Amount; (ii) if Net Working Capital as determined by the Reviewing Accountant is less than or equal to Net Working Capital as set forth in the Acquirer NWC Certificate, all fees and expenses of the Reviewing Accountant relating to the review of the NWC Calculations; and (iii) if Net Working Capital as determined by the Reviewing Accountant is greater than Net Working Capital as set forth in the Acquirer NWC Certificate, a percentage of the fees and expenses of the Reviewing Accountant, which percentage shall equal the difference between Net Working Capital as set forth in the Net Working Capital Certificate and Net Working Capital as determined by the Reviewing Accountant divided by the difference between Net Working Capital as set forth in the Net Working Capital Certificate and Net Working Capital as set forth in the Acquirer NWC Certificate. (f) Except to the extent set forth in Section 2.6(e), all fees and expenses of the Reviewing Accountant relating to the review of the NWC Calculations shall be paid by Acquirer.

Net Working Capital Adjustment. (a) At least five business days (5) Business Days prior to the Closing, the Company Sellers’ Representative shall provide Parent with (i) an estimated balance sheet of the Company as of the Closing Date prepared from the Company’s books and records in a manner consistent with the balance sheet of the Company as of April 30prepare, 2004 and in accordance with GAAP (subject GAAP, and deliver to normal year end adjustments and except for the absence Buyer an unaudited statement of footnotes) and (ii) a statement showing the Company’s good faith estimate of the net working capital (defined as current assets (less cash), minus current liabilities) of the Company as of the Closing Date prepared in accordance with the Principles and Procedures. At least one business day prior to the Closing, the Company shall provide Parent with (x) a final balance sheet Estimated Net Working Capital of the Company as of the Closing Date. (b) Within sixty (60) days after the Closing Date, which Buyer shall be prepared from the Company’s books and records in a manner consistent with the balance sheet as of April 30prepare, 2004 and in accordance with GAAP (subject the definition of Net Working Capital as set forth herein, and deliver to normal year end adjustments and except for Sellers’ Representative an unaudited statement of the absence of footnotes) (the “Closing Balance Sheet”) and (y) a final statement (the “Closing NWC Statement”) showing the final net working capital (defined as current assets (less cash), minus current liabilities) Net Working Capital of the Company as of the Closing Date (the “Post-Closing Net Working CapitalCapital Statement”) ). From the Closing Date, Buyer shall provide Sellers’ Representative and its Representatives any information reasonably requested and shall provide them, upon reasonable notice, full access at all reasonable times to the properties, books, records and other materials of the Company and its Subsidiaries and the personnel of, and work papers prepared by or for, Buyer or the Company and its Subsidiaries, including such historical financial information relating to the Company and its Subsidiaries as Sellers’ Representative may reasonably request in accordance connection with its review of the principles and procedures set forth on Exhibit 2.8Post-Closing Net Working Capital Statement. (ac) Upon receipt of the Post-Closing Net Working Capital Statement, Sellers’ Representative shall have thirty (30) days (the “Principles and ProceduresReview Period”). Solely for purposes of calculating the ) to review such Post-Closing Net Working CapitalCapital Statement. If Sellers’ Representative has accepted such Post-Closing Net Working Capital Statement in writing or has not given written notice to Buyer setting forth in reasonable detail any Sellers’ Representative’s objection to such Post-Closing Net Working Capital Statement (an “Objection Notice”) prior to the expiration of the Review Period, the bad debt reserve with respect to accounts receivable shall be $611,000. The then such Post-Closing Balance Sheet and the Closing NWC Net Working Capital Statement shall be certified by final and binding upon the Chief Executive Officer and Chief Financial Officer parties. In the event that Sellers’ Representative delivers an Objection Notice during the Review Period, (1) any undisputed portion of the Company amount required to be prepared paid pursuant to Section 2.3(f) shall be paid but only if the party paying in good faith and, with respect of the undisputed items will pay a greater amount to the Closing Balance Sheet, in accordance with GAAP (subject to normal year end adjustments and except for the absence of footnotes) and, with respect other party or no additional amount to the Closing NWC Statement, other party in accordance connection with the Principles final payment pursuant to Section 2.3(f) and Procedures. If (2) as to any disputed elements of the Post-Closing Net Working Capital is greater than the Target Net Working Capital, then the Merger Consideration shall be increased, dollar for dollar, by the amount of such excess, and if the Net Working Capital is less than the Target Net Working Capital, then the Merger Consideration shall be decreased, dollar for dollar, by the amount of such shortfall. (b) Within 60 days after Parent’s receipt of the Closing NWC Statement, Parent shall deliver written notice to the Shareholder Representatives of any items shown in the Closing NWC Statement to which Parent objects, specifying in reasonable detail the nature of such objections (the “Dispute Notice”). If no Dispute Notice is delivered within such 60-day period, Parent shall be deemed to have agreed with all items and amounts shown in the Closing NWC Statement, and the Net Working Capital shown in the Closing NWC Statement shall be deemed to have been finally determined. If, within 30 days after the Shareholder Representatives’ receipt of any Dispute Notice, Parent and the Shareholder Representatives are unable to resolve matters raised by the Dispute Notice, the parties shall submit the Dispute Notice use their reasonable efforts to agree on any adjustments to the Post-Closing Net Working Capital Statement within twenty (20) days following the receipt by Buyer of the Objection Notice. If the parties are unable to reach an agreement as to such amount within such twenty (20) day period, then the matter shall be submitted to one of the “Big 4” accounting firms or other qualified firm as shall be mutually agreed between the parties (such accounting firm, the “Accounting Arbitrator for resolutionFirm”), who, acting as an expert and not as an arbitrator, shall resolve the matters still in dispute, but only such matters, and shall adjust the Post-Closing Net Working Capital Statement in accordance with this Section 2.3(c) to reflect such resolution and establish the final binding Post-Closing Net Working Capital Statement. The Accounting Arbitrator Firm shall be directed to make a final such determination within thirty (30) days following the engagement of Net Working Capital within 45 days of engagement, limited to those areas at issue, and in accordance with the Principles and ProceduresAccounting Firm, and such determination shall be conclusive final and binding on all parties. Judgment upon the determination of the Accounting Arbitrator may be entered in any court having jurisdiction over the party against which such determination is to be enforced. The fees and expenses of the Accounting Arbitrator shall be borne by Parent; provided, however, that if the final determination of Net Working Capital is less than the amount set forth on the Closing NWC Statement by at least $25,000, Parent shall be entitled to reimbursement of such fees and expenses from the Company Shareholders and shall be entitled to a distribution from the Escrow Amount in the amount of such fees and expenses in accordance with the Escrow Agreement (without regard to any limitations set forth in Section 9, including, without limitation, the Threshold). (c) If the final determination of Net Working Capital (either pursuant to mutual agreement or by determination of the Accounting Arbitrator) is less than the amount set forth on the Closing NWC Statement, the Escrow Agent shall distribute the entire deficiency to Parent in accordance with the terms of the Escrow Agreement (without regard to limitations set forth in Section 9, including, without limitation, the Threshold)parties. (d) Any adjustments The scope of any dispute to be resolved by the Accounting Firm shall be limited to whether the amounts set forth on the Post-Closing Net Working Capital Statement were prepared in accordance with the definition of Net Working Capital as set forth herein, and whether there were mathematical errors in the Post-Closing Net Working Capital Statement. In resolving a dispute relating to the Post-Closing Net Working Capital Statement or any particular item in the Post-Closing Net Working Capital Statement, the Accounting Firm may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party, in each case as presented to the Accounting Firm. (e) The decision of the Accounting Firm will be, for all purposes, conclusive, non-appealable, final and binding upon Buyer and Sellers. Judgment may also be entered thereon as an arbitration award pursuant to the Federal Arbitration Act, 9 U.S.C. §§1-16. The fees of the Accounting Firm shall be borne by Buyer and Sellers in the same proportion that the dollar amount of disputed items lost by a party bears to the total dollar amount in dispute resolved by the Accounting Firm. Each party will bear the fees, costs and expenses of its own accountants and all of its other expenses in connection with matters contemplated by this Section 2.3. (f) Within two (2) Business Days after the Post-Closing Net Working Capital Statement becomes final and binding, either (i) Buyer shall pay to the Sellers an amount equal to the excess, if any, of (A) the Final Net Working Capital over (B) the Estimated Net Working Capital, or (ii) Sellers shall pay to Buyer an amount equal to the excess, if any, of (A) the Estimated Net Working Capital over (B) the Final Net Working Capital. If the Estimated Net Working Capital is equal to the Final Net Working Capital, no payments will be required by the Sellers or Buyer under this Section 2.3(f). All such payments by Buyer or Sellers will be made together with interest accruing at an annual rate of five percent (5%) beginning on the Closing Date and ending on the date of payment. All payments made pursuant to this Section 2.8 2.3 shall be treated made in immediately available funds by wire transfer to such bank account as an adjustment to the Merger ConsiderationSellers or Buyer will specify, as applicable.

Net Working Capital Adjustment. (a) At least five Company shall deliver the Net Working Capital Certificate to Acquirer not less than three business days prior to the Closing, the Company shall provide Parent with (i) an estimated balance sheet of the Company as of the Closing Date prepared from the Company’s books and records in a manner consistent with the balance sheet of the Company as of April 30, 2004 and in accordance with GAAP (subject to normal year end adjustments and except for the absence of footnotes) and (ii) a statement showing the Company’s good faith estimate of the net working capital (defined as current assets (less cash), minus current liabilities) of the Company as of the Closing Date prepared in accordance with the Principles and Procedures. At least one business day prior to the Closing, the Company shall provide Parent with (x) a final balance sheet of the Company as of the Closing Date, which shall be prepared from the Company’s books and records in a manner consistent with the balance sheet as of April 30, 2004 and in accordance with GAAP (subject to normal year end adjustments and except for the absence of footnotes) (the “Closing Balance Sheet”) and (y) a final statement (the “Closing NWC Statement”) showing the final net working capital (defined as current assets (less cash), minus current liabilities) of the Company as of the Closing Date (the “Net Working Capital”) prepared in accordance with the principles and procedures set forth on Exhibit 2.8 (a) (the “Principles and Procedures”). Solely for purposes of calculating the Net Working Capital, the bad debt reserve with respect to accounts receivable shall be $611,000. The Closing Balance Sheet and the Closing NWC Statement shall be certified by the Chief Executive Officer and Chief Financial Officer of the Company to be prepared in good faith and, with respect to the Closing Balance Sheet, in accordance with GAAP (subject to normal year end adjustments and except for the absence of footnotes) and, with respect to the Closing NWC Statement, in accordance with the Principles and Procedures. If the Net Working Capital is greater than the Target Net Working Capital, then the Merger Consideration shall be increased, dollar for dollar, by the amount of such excess, and if the Net Working Capital is less than the Target Net Working Capital, then the Merger Consideration shall be decreased, dollar for dollar, by the amount of such shortfall. (b) Within At Acquirer’s option, but in any event within 60 days after Parent’s receipt of the Closing NWC StatementClosing, Parent shall deliver written notice Acquirer may object to the Shareholder Representatives of any items shown in the Closing NWC Statement to which Parent objects, specifying in reasonable detail the nature of such objections (the “Dispute Notice”). If no Dispute Notice is delivered within such 60-day period, Parent shall be deemed to have agreed with all items and amounts shown in the Closing NWC Statement, and the Net Working Capital shown calculations included in the Closing Net Working Capital Certificate (the “NWC Statement shall be deemed to have been finally determined. If, within 30 days after the Shareholder Representatives’ receipt of any Dispute Notice, Parent and the Shareholder Representatives are unable to resolve matters raised Calculations”) by the Dispute Notice, the parties shall submit the Dispute Notice delivering to the Accounting Arbitrator for resolution. The Accounting Arbitrator shall be directed to make Representative a final determination certificate (the “Acquirer NWC Certificate”) executed by Acquirer’s Chief Financial Officer setting forth Acquirer’s calculation of Net Working Capital within 45 days of engagement, limited to those areas at issue, and in accordance with the Principles and Procedures, and such determination shall be conclusive and binding on all parties. Judgment upon the determination of the Accounting Arbitrator may be entered in any court having jurisdiction over the party against amount by which such determination is to be enforced. The fees and expenses of the Accounting Arbitrator shall be borne by Parent; provided, however, that if the final determination of Net Working Capital as calculated by Acquirer is less than the amount set forth on the Closing NWC Statement by at least $25,000, Parent shall be entitled to reimbursement of such fees and expenses from the Company Shareholders and shall be entitled to a distribution from the Escrow Amount in the amount of such fees and expenses in accordance with the Escrow Agreement (without regard to any limitations Net Working Capital set forth in Section 9, including, without limitation, the Threshold)Net Working Capital Certificate. (c) If The Representative may object to the final determination of Net Working Capital (either pursuant to mutual agreement or by determination of the Accounting Arbitrator) is less than the amount set forth on the Closing NWC Statement, the Escrow Agent shall distribute the entire deficiency to Parent in accordance with the terms of the Escrow Agreement (without regard to limitations calculations set forth in Section 9, including, without limitation, the ThresholdAcquirer NWC Certificate by providing written notice of such objection to Acquirer within 20 days after Acquirer’s delivery of the Acquirer NWC Certificate (the “Notice of Objection”). (d) Any adjustments made If the Representative timely provides the Notice of Objection, then the parties shall confer in good faith for a period of up to 10 business days following Acquirer’s timely receipt of the Notice of Objection, in an attempt to resolve any disagreement and any resolution by them shall be in writing and shall be final and binding. (e) If, after such 10-business day period, the Representative and Acquirer cannot resolve any such disagreement, then the parties shall engage Deloitte & Touche USA LLP (the “Reviewing Accountant”) to review the NWC Calculations. After review of the NWC Calculations and Company’s books and records, the Reviewing Accountant shall promptly determine the Net Working Capital and such determination shall be final and binding on the parties. (f) If the Net Working Capital, as determined pursuant to Section 2.7(b) (in the event there is no Notice of Objection) or Section 2.7(d) or Section 2.7(e), is in fact less than the Net Working Capital set forth in the Net Working Capital Certificate (such difference, the “Negative Adjustment Amount”), then, if and only if the Total Merger Consideration would be reduced after giving effect to the Negative Adjustment Amount, Acquirer shall be indemnified in accordance with Article 11, without any dispute by the Representative, for the full amount of: (i) the Negative Adjustment Amount; (ii) if Net Working Capital as determined by the Reviewing Accountant, if applicable, is less than or equal to Net Working Capital as set forth in the Acquirer NWC Certificate, all fees and expenses, if any, of the Reviewing Accountant; and (iii) if Net Working Capital as determined by the Reviewing Accountant, if applicable, is greater than Net Working Capital as set forth in the Acquirer NWC Certificate, a percentage of the fees and expenses, if any, of the Reviewing Accountant, which percentage shall equal the difference between Net Working Capital as set forth in the Net Working Capital Certificate and Net Working Capital as determined by the Reviewing Accountant, if applicable, divided by the difference between Net Working Capital as set forth in the Net Working Capital Certificate and Net Working Capital as set forth in the Acquirer NWC Certificate. Notwithstanding the foregoing, Acquirer shall not be indemnified for any portion of fees and expenses, if any, of the Reviewing Accountant, if the Net Working Capital as determined by the Reviewing Accountant is greater than the Net Working Capital as set forth in the Acquirer NWC Certificate. (g) Acquirer’s decision to provide or not to provide the Acquirer NWC Certificate pursuant to, and to follow the procedure set forth in, this Section 2.8 2.7 shall be treated as an adjustment to not constitute a waiver of any other remedy Acquirer may have in connection with the Merger ConsiderationNWC Calculations, including the indemnification provisions of Article 11.

Net Working Capital Adjustment. (a) At least five Within 15 business days prior to after the Closing, the Company shall provide Parent with (i) an estimated balance sheet of the Company as effective date of the Closing Date prepared from (the Company’s books and records in a manner consistent with the balance sheet of the Company as of April 30, 2004 and in accordance with GAAP (subject to normal year end adjustments and except for the absence of footnotes) and (ii) a statement showing the Company’s good faith estimate of the net working capital (defined as current assets (less cash“Effective Date”), minus current liabilities) of the Company as of the Closing Date Sellers shall cause to be prepared in accordance with the Principles and Procedures. At least one business day prior delivered to the Closing, the Company shall provide Parent with (x) Purchaser a draft final balance sheet of the Company as of the Closing Effective Date, which shall be prepared from include a final calculation of the Company’s books and records in a manner consistent with Net Working Capital of the balance sheet Company (“Final Net Working Capital”), as of April 30the Effective Date, 2004 and determined in accordance with GAAP consistent with the Company’s historical procedures. “Net Working Capital” shall mean the total of the Company’s Current Assets less its Current Liabilities. “Current Assets” shall mean (subject to normal year end adjustments i) cash and except for the absence of footnotescash equivalents, (ii) accounts receivable, (the “Closing Balance Sheet”iii) inventory, (iv) prepaid expenses, (v) unbilled revenues, and (yvi) the aggregate dollar value of rental radios included in inventory (“Radio Inventory”). “Current Liabilities” shall mean (a) accounts payable, (b) advances and accrued expenses (including, without limitation, compensation expenses including, without limitation, salary, hourly wages, bonuses, sales commissions, benefits and vacation/sick days accruals), (c) accrued Taxes, as hereinafter defined, and (d) unearned revenues. Unless within thirty-five (35) business days of delivery of such draft final balance sheet by Sellers to Purchaser, Sellers have received a written objection from Purchaser to such draft final statement (the “Closing NWC Statement”) showing balance then such draft final balance sheet shall be considered the final net working capital (defined as current assets (less cash), minus current liabilities) balance sheet of the Company as of the Closing Effective Date (the “Net Working Capital”) prepared in accordance with the principles and procedures set forth on Exhibit 2.8 (a) (the “Principles and Procedures”). Solely for purposes of calculating the Net Working Capital, the bad debt reserve with respect to accounts receivable shall be $611,000. The Closing Balance Sheet and the Closing NWC Statement shall be certified by the Chief Executive Officer and Chief Financial Officer of the Company to be prepared in good faith and, with respect to the Final Closing Balance Sheet, in accordance with GAAP (subject to normal year end adjustments and except for the absence of footnotes) and, with respect to the Closing NWC Statement, in accordance with the Principles and Procedures. If the Net Working Capital is greater than the Target Net Working Capital, then the Merger Consideration shall be increased, dollar for dollar, by the amount of such excess, and if the Net Working Capital is less than the Target Net Working Capital, then the Merger Consideration shall be decreased, dollar for dollar, by the amount of such shortfall. (b) Within 60 days after Parent’s receipt of the Closing NWC Statement, Parent shall deliver written notice to the Shareholder Representatives of any items shown in the Closing NWC Statement to which Parent objects, specifying in reasonable detail the nature of such objections (the “Dispute Notice”). If no Dispute Notice is delivered within thirty-five (35) business days of delivery of the draft final balance sheet by Sellers to Purchaser, Seller receives a written objection from Purchaser to such 60-day perioddraft final balance sheet, Parent then the Sellers and Purchaser shall attempt to reconcile their differences diligently and in good faith and any resolution by them shall be deemed to have agreed with all items final, binding and amounts shown in conclusive. If the Closing NWC Statement, Sellers and the Net Working Capital shown in Purchaser are unable to reach a resolution with such effect within ten (10) business days of the Closing NWC Statement shall be deemed to have been finally determined. If, within 30 days after the Shareholder RepresentativesSellers’ receipt of any Dispute Noticethe Purchaser’s written notice, Parent the Sellers and the Shareholder Representatives are unable Purchaser shall submit such dispute for resolution to resolve matters raised an independent accounting firm mutually appointed by the Dispute NoticeSellers and the Purchaser (the “Independent Accounting Firm”), which shall determine and report to the parties shall submit the Dispute Notice to the Accounting Arbitrator for resolution. The Accounting Arbitrator and such report shall be directed to make a final determination of Net Working Capital within 45 days of engagementfinal, limited to those areas at issue, binding and in accordance with conclusive on the Principles and Procedures, and such determination shall be conclusive and binding on all parties. Judgment upon the determination of the Accounting Arbitrator may be entered in any court having jurisdiction over the party against which such determination is to be enforcedparties hereto. The fees and expenses disbursements of the Independent Accounting Arbitrator Firm shall be borne shared equally by Parent; provided, however, that if the final determination of Net Working Capital is less than Sellers and the amount set forth on the Closing NWC Statement by at least $25,000, Parent shall be entitled to reimbursement of such fees and expenses from the Company Shareholders and shall be entitled to a distribution from the Escrow Amount in the amount of such fees and expenses in accordance with the Escrow Agreement (without regard to any limitations set forth in Section 9, including, without limitation, the Threshold)Purchaser. (c) If the final determination of Net Working Capital (either pursuant to mutual agreement or by determination of the Accounting Arbitrator) is less than the amount set forth on the Closing NWC Statement, the Escrow Agent shall distribute the entire deficiency to Parent in accordance with the terms of the Escrow Agreement (without regard to limitations set forth in Section 9, including, without limitation, the Threshold). (d) Any adjustments made pursuant to this Section 2.8 shall be treated as an adjustment to the Merger Consideration.

Net Working Capital Adjustment. Within sixty (a60) At least five business days prior to after the Metaldyne Call Option Closing, the Company Metaldyne shall provide Parent with (i) an estimated prepare and deliver to DaimlerChrysler a draft balance sheet of the Company as of the Closing Date prepared from the Company’s books and records in a manner consistent with the balance sheet date of the Company as of April 30, 2004 and in accordance with GAAP Metaldyne Call Option Closing (subject to normal year end adjustments and except for the absence of footnotes) and (ii) a statement showing the Company’s good faith estimate of the net working capital (defined as current assets (less cash"Final Balance Sheet"), minus current liabilities) of the Company as of the Closing Date prepared in accordance with the Principles and Procedures. At least one business day prior to the Closing, the Company shall provide Parent with (x) a final balance sheet of the Company as of the Closing Date, which shall be prepared from the Company’s books and records in a manner consistent with the balance sheet as of April 30, 2004 and in accordance with GAAP (subject to normal year end adjustments and except for the absence of footnotes) (the “Closing Balance Sheet”) and (y) a final statement (the “Closing NWC Statement”) showing the final net working capital (defined as current assets (less cash), minus current liabilities) of the Company as of the Closing Date (the “Net Working Capital”) prepared in accordance with the principles and procedures set forth on Exhibit 2.8 Schedule 2.7 to the Formation Agreement, and a draft calculation of the Final Net Working Capital based on such draft Final Balance Sheet. DaimlerChrysler shall have a period of twenty (a20) (days following receipt of the “Principles draft Final Balance Sheet and Procedures”)the draft calculation of the Final Net Working Capital from Metaldyne within which to review the draft Final Balance Sheet and the draft calculation of the Final Net Working Capital. Solely for purposes If DaimlerChrysler has any objections to the draft Final Balance Sheet and/or the draft calculation of calculating the Final Net Working Capital, it will deliver to Metaldyne a detailed statement describing such objections (the bad debt reserve with respect "DaimlerChrysler Objection Notice") within such twenty (20) day review period. DaimlerChrysler and Metaldyne will use their respective commercially reasonable efforts to accounts receivable resolve any such objections set forth in the DaimlerChrysler Objection Notice. If a final resolution is not obtained within a period of twenty (20) days following delivery of a DaimlerChrysler Objection Notice, DaimlerChrysler and Metaldyne will select and jointly engage a nationally-recognized accounting firm mutually acceptable to them (the "Accountant") to resolve any remaining objections. If DaimlerChrysler and Metaldyne are unable to agree on the choice of an accounting firm, they will select a nationally-recognized accounting firm by lot (after excluding their respective independent public accountants). The Accountant shall promptly, but in no event later than twenty (20) days following its engagement by DaimlerChrysler and Metaldyne, deliver to DaimlerChrysler and Metaldyne its decision as to any remaining objections set forth in the DaimlerChrysler Objection Notice. The decision of the Accountant shall be $611,000final and binding on DaimlerChrysler and Metaldyne. The Closing Metaldyne will revise the draft Final Balance Sheet and the Closing NWC Statement shall be certified by the Chief Executive Officer and Chief Financial Officer draft calculation of the Company to be prepared in good faith and, with respect to the Closing Balance Sheet, in accordance with GAAP (subject to normal year end adjustments and except for the absence of footnotes) and, with respect to the Closing NWC Statement, in accordance with the Principles and Procedures. If the Final Net Working Capital is greater than as appropriate to reflect the Target resolution of any objections set forth in the DaimlerChrysler Objection Notice (as agreed upon by DaimlerChrysler and Metaldyne or as determined by the Accountant) and deliver them to DaimlerChrysler within twenty (20) days after the final resolution of such objections. Such revised drafts shall be the Final Balance Sheet and the Final Net Working Capital, then respectively. In the Merger Consideration shall be increased, dollar for dollar, by event that the amount of such excess, and if the Final Net Working Capital is less than zero, the Target Net Working CapitalCompany shall assign to DaimlerChrysler, then and DaimlerChrysler shall assume from the Merger Consideration shall be decreasedCompany, dollar for dollar, by trade payables in the amount of such shortfall. (b) Within 60 shortfall within 20 days after Parent’s receipt following the final resolution of the Closing NWC Statement, Parent shall deliver written notice Final Net Working Capital. If any unresolved objections are submitted to the Shareholder Representatives of any items shown in the Closing NWC Statement to which Parent objects, specifying in reasonable detail the nature of such objections (the “Dispute Notice”). If no Dispute Notice is delivered within such 60-day period, Parent shall be deemed to have agreed with all items and amounts shown in the Closing NWC Statement, and the Net Working Capital shown in the Closing NWC Statement shall be deemed to have been finally determined. If, within 30 days after the Shareholder Representatives’ receipt of any Dispute Notice, Parent and the Shareholder Representatives are unable to resolve matters raised by the Dispute NoticeAccountant for resolution as provided above, the parties shall submit the Dispute Notice to the Accounting Arbitrator for resolution. The Accounting Arbitrator shall be directed to make a final determination of Net Working Capital within 45 days of engagement, limited to those areas at issue, and in accordance with the Principles and Procedures, and such determination shall be conclusive and binding on all parties. Judgment upon the determination of the Accounting Arbitrator may be entered in any court having jurisdiction over the party against which such determination is to be enforced. The fees and expenses of the Accounting Arbitrator Accountant shall be borne 50% by Parent; provided, however, that if DaimlerChrysler and 50% by Metaldyne. Metaldyne will provide reasonable access to the final determination work papers necessary for the preparation of the Final Balance Sheet and the calculation of the Final Net Working Capital is less than to DaimlerChrysler and the amount set forth on Accountant during the Closing NWC Statement by at least $25,000, Parent shall be entitled to reimbursement preparation of such fees the Final Balance Sheet and expenses from the Company Shareholders and shall be entitled to a distribution from calculation of the Escrow Amount in the amount of such fees and expenses in accordance with the Escrow Agreement (without regard to any limitations set forth in Section 9, including, without limitation, the Threshold). (c) If the final determination of Final Net Working Capital (either pursuant to mutual agreement or by determination Metaldyne, the review by DaimlerChrysler of the Accounting Arbitrator) is less than Final Balance Sheet and the amount set forth on the Closing NWC Statement, the Escrow Agent shall distribute the entire deficiency to Parent in accordance with the terms calculation of the Escrow Agreement (without regard to limitations set forth in Section 9Final Net Working Capital, including, without limitation, and the Threshold)resolution of any objections with respect thereto. (d) Any adjustments made pursuant to this Section 2.8 shall be treated as an adjustment to the Merger Consideration.

Net Working Capital Adjustment. (a) At least five Within 15 business days prior after the Closing Date, Sellers shall cause to the Closing, the Company shall provide Parent with (i) an estimated be prepared and delivered to Purchaser a draft final balance sheet of the Company as of the Closing Date prepared from but immediately prior to the Company’s books and records in Closing, which shall include a manner consistent with the balance sheet of the Company as of April 30, 2004 and in accordance with GAAP (subject to normal year end adjustments and except for the absence of footnotes) and (ii) a statement showing the Company’s good faith estimate final calculation of the net working capital (defined as current assets (less cash), minus current liabilities) of the Company as of the Closing Date prepared (“Final Net Working Capital”), determined in accordance with GAAP consistent with the Principles Company’s historical procedures. “Net Working Capital” shall mean the total of the Company’s Current Assets less its Current Liabilities and ProceduresLong-Term Debt. At least one “Current Assets” shall mean (i) cash and cash equivalents, (ii) accounts receivable, (iii) inventory, (iv) prepaid expenses and (v) unbilled revenues. “Current Liabilities” shall mean (a) accounts payable, (b) advances and accrued expenses (including, without limitation, compensation expenses including, without limitation, salary, hourly wages, bonuses, sales commissions, benefits and vacation/sick days accruals), (c) accrued Taxes, and (d) unearned revenues. “Long-Term Debt” shall mean all non-trade debt on bank lines of credit and notes payable. Unless within thirty-five (35) business day prior days of delivery of such draft final balance sheet by Sellers to Purchaser, Sellers have received a written objection from Purchaser to such draft final balance then such draft final balance sheet shall be considered the Closing, the Company shall provide Parent with (x) a final balance sheet of the Company as of the Closing Date, which shall be prepared from Date but immediately prior to the Company’s books and records in a manner consistent with the balance sheet as of April 30, 2004 and in accordance with GAAP (subject to normal year end adjustments and except for the absence of footnotes) Closing (the “Final Closing Balance Sheet”). If within thirty-five (35) business days of delivery of the draft final balance sheet by Sellers to Purchaser, Seller receives a written objection from Purchaser to such draft final balance sheet, then the Sellers and Purchaser shall attempt to reconcile their differences diligently and in good faith and any resolution by them shall be final, binding and conclusive. If the Sellers and the Purchaser are unable to reach a resolution with such effect within ten (y10) a final statement business days of the Sellers’ receipt of the Purchaser’s written notice, the Sellers and the Purchaser shall submit such dispute for resolution to an independent accounting firm mutually appointed by the Sellers and the Purchaser (the “Closing NWC StatementIndependent Accounting Firm”) showing the final net working capital (defined as current assets (less cash), minus current liabilities) of which shall determine and report to the Company as of the Closing Date (the “Net Working Capital”) prepared in accordance with the principles parties and procedures set forth on Exhibit 2.8 (a) (the “Principles and Procedures”). Solely for purposes of calculating the Net Working Capital, the bad debt reserve with respect to accounts receivable such report shall be $611,000. The Closing Balance Sheet final, binding and the Closing NWC Statement shall be certified by the Chief Executive Officer and Chief Financial Officer of the Company to be prepared in good faith and, with respect to the Closing Balance Sheet, in accordance with GAAP (subject to normal year end adjustments and except for the absence of footnotes) and, with respect to the Closing NWC Statement, in accordance with the Principles and Procedures. If the Net Working Capital is greater than the Target Net Working Capital, then the Merger Consideration shall be increased, dollar for dollar, by the amount of such excess, and if the Net Working Capital is less than the Target Net Working Capital, then the Merger Consideration shall be decreased, dollar for dollar, by the amount of such shortfall. (b) Within 60 days after Parent’s receipt of the Closing NWC Statement, Parent shall deliver written notice to the Shareholder Representatives of any items shown in the Closing NWC Statement to which Parent objects, specifying in reasonable detail the nature of such objections (the “Dispute Notice”). If no Dispute Notice is delivered within such 60-day period, Parent shall be deemed to have agreed with all items and amounts shown in the Closing NWC Statement, and the Net Working Capital shown in the Closing NWC Statement shall be deemed to have been finally determined. If, within 30 days after the Shareholder Representatives’ receipt of any Dispute Notice, Parent and the Shareholder Representatives are unable to resolve matters raised by the Dispute Notice, conclusive on the parties shall submit the Dispute Notice to the Accounting Arbitrator for resolution. The Accounting Arbitrator shall be directed to make a final determination of Net Working Capital within 45 days of engagement, limited to those areas at issue, and in accordance with the Principles and Procedures, and such determination shall be conclusive and binding on all parties. Judgment upon the determination of the Accounting Arbitrator may be entered in any court having jurisdiction over the party against which such determination is to be enforcedhereto. The fees and expenses disbursements of the Independent Accounting Arbitrator Firm shall be borne shared equally by Parent; provided, however, that if the final determination of Net Working Capital is less than Sellers and the amount set forth on Purchaser or as the Closing NWC Statement by at least $25,000, Parent Independent Accounting Firm shall be entitled to reimbursement of such fees and expenses from the Company Shareholders and shall be entitled to a distribution from the Escrow Amount otherwise determine in the amount of such fees and expenses in accordance with the Escrow Agreement (without regard to any limitations set forth in Section 9, including, without limitation, the Threshold). (c) If the final determination of Net Working Capital (either pursuant to mutual agreement or by determination light of the Accounting Arbitrator) is less than the amount set forth on the Closing NWC Statement, the Escrow Agent shall distribute the entire deficiency to Parent in accordance with the terms bona fides of the Escrow Agreement (without regard to limitations set forth in Section 9, including, without limitation, disputed positions being taken by the Threshold)parties. (d) Any adjustments made pursuant to this Section 2.8 shall be treated as an adjustment to the Merger Consideration.

Net Working Capital Adjustment. (a) At least five business days prior The Purchase Price shall be adjusted upward to the Closing, extent the Company shall provide Parent with Company’s Net Working Capital (ias defined below) an estimated balance sheet of the Company as of the Closing Date prepared from the Company’s books and records in a manner consistent with the balance sheet of the Company is found to have exceeded One Hundred Twenty Thousand Dollars ($120,000) or decreased if found less than that amount as of April 30, 2004 and in accordance with GAAP (subject to normal year end adjustments and except for the absence of footnotes) and (ii) a statement showing the Company’s good faith estimate of the net working capital (defined as current assets (less cash), minus current liabilities) of the Company as of the Closing Date prepared in accordance with the Principles and Proceduresset forth herein. At least one business day prior to the ClosingFor purposes hereof, the Company shall provide Parent with (x) a final balance sheet of the Company as of the Closing Date, which shall be prepared from the Company’s books and records in a manner consistent with the balance sheet as of April 30, 2004 and in accordance with GAAP (subject to normal year end adjustments and except for the absence of footnotes) (the “Closing Balance Sheet”) and (y) a final statement (the “Closing NWC Statement”) showing the final net working capital (defined as current assets (less cash), minus current liabilities) of the Company as of the Closing Date (the term “Net Working Capital”) prepared ” means the aggregate amount of the current assets of the Company less the current liabilities of the Company, in accordance each case determined on a consistent basis with the principles and procedures set forth on Exhibit 2.8 (a) (Company’s past practice. The Company shall submit an estimate to Buyer, at the “Principles and Procedures”). Solely for purposes Closing, of calculating the its Net Working Capital. Buyer shall either pay the Company, in cash, the bad debt reserve with respect to accounts receivable shall be $611,000. The Closing Balance Sheet and the Closing NWC Statement shall be certified amount by the Chief Executive Officer and Chief Financial Officer of the Company to be prepared in good faith and, with respect to the Closing Balance Sheet, in accordance with GAAP (subject to normal year end adjustments and except for the absence of footnotes) and, with respect to the Closing NWC Statement, in accordance with the Principles and Procedures. If which the Net Working Capital is greater than exceeds One Hundred Twenty Thousand Dollars ($120,000) or will deduct from the Target Net Working CapitalPurchase Price, then the Merger Consideration shall be increased, dollar for dollar, by the amount of such excess, and if by which the Net Working Capital is less than One Hundred Twenty Thousand Dollars ($120,000). As soon as practicable, but in any event within one hundred twenty days (120) days after the Target Closing Date, the Buyer shall calculate Net Working CapitalCapital as of the Closing (consistent with the accounting practices used in the Financial Statements) and shall prepare and deliver to the Company a certificate, then certified by the Merger Consideration shall be decreasedChief Financial Officer of the Buyer, dollar for dollarsetting forth the Buyer’s computations of Net Working Capital at the Closing, by and further setting forth the amount of any shortfall (the “Shortfall”) or excess (the “Excess”) from the amounts previously paid to the Company or deducted from the Purchase Price, as the case may be. The Company shall be obligated to pay to the Buyer any Shortfall, and the Buyer shall be obligated to pay to the Company any Excess. If there is an Excess, such shortfall. certificate shall be transmitted with the amount of the Excess. After such certificate has been delivered to the Company, the Company shall have a period of thirty (b30) Within 60 days to review such computations and either (i) if a Shortfall is shown, pay to the Buyer, in accordance with Section 2.06 hereof, the full amount of the Shortfall, or (ii) present its good faith, specific, objections to such computations and their accuracy, if any, to the Buyer. To the extent the reason for any Shortfall would otherwise give rise to a claim for indemnity hereunder, any payment of a Shortfall shall reduce the claim for indemnity by a like amount. The Buyer shall provide the Company or its representatives with copies of or reasonable access to the Buyer’s books and records as the Company may reasonably request for purposes of verifying such computations. Such certificate, and the Company’s obligation to pay to the Buyer the Shortfall, or the Buyer’s obligation to pay the Excess, shall be final and conclusive unless objected to by the Company in writing within such 30-day period. During the fifteen (15) days after Parentthe Buyer’s receipt of any such written objection from the Closing NWC StatementCompany, Parent the Company and the Buyer shall deliver written notice attempt to reach agreement upon the Shareholder Representatives calculations of any items shown in Net Working Capital and the Closing NWC Statement to which Parent objectsamount of the Shortfall or Excess, specifying in reasonable detail the nature of such objections (the “Dispute Notice”)as applicable. If no Dispute Notice is delivered the Company and the Buyer are unable to agree upon such computations within such 6015-day period, Parent then the matter shall be deemed submitted within thirty (30) days to have agreed with all items and amounts shown in a mutually agreeable third-party firm of independent certified public accountants of regional or national reputation (the Closing NWC Statement“Arbitrator”); provided that, and if the Net Working Capital shown in the Closing NWC Statement shall be deemed to have been finally determined. If, within 30 days after the Shareholder Representatives’ receipt of any Dispute Notice, Parent and the Shareholder Representatives parties are unable to resolve matters raised mutually agree on the selection of the Arbitrator within such thirty-day period, then each of the Company and the Buyer shall appoint a third-party firm of independent certified public accountants of regional or national reputation and those two firms shall select the Arbitrator, which shall be another third-party firm of independent certified public accountants of regional or national reputation. The Arbitrator shall render a written decision to the Company and the Buyer within thirty (30) calendar days after it has been retained, which decision shall be final, and whose fees shall be paid one-half by the Dispute Notice, Company and one-half by the parties shall submit the Dispute Notice to the Accounting Arbitrator for resolutionBuyer. The Accounting Arbitrator A payment of or a difference then due shall be directed to make a final determination of Net Working Capital made by the Buyer or the Company, as applicable, within 45 five (5) business days of engagement, limited to those areas at issue, and in accordance with the Principles and Procedures, and after such determination shall be conclusive and binding on all parties. Judgment upon the determination of the Accounting Arbitrator may be entered in any court having jurisdiction over the party against which such determination is to be enforced. The fees and expenses of the Accounting Arbitrator shall be borne by Parent; provided, however, that if the final determination of Net Working Capital is less than the amount set forth on the Closing NWC Statement by at least $25,000, Parent shall be entitled to reimbursement of such fees and expenses from the Company Shareholders and shall be entitled to a distribution from the Escrow Amount in the amount of such fees and expenses in accordance with the Escrow Agreement (without regard to any limitations set forth in Section 9, including, without limitation, the Threshold)decision. (c) If the final determination of Net Working Capital (either pursuant to mutual agreement or by determination of the Accounting Arbitrator) is less than the amount set forth on the Closing NWC Statement, the Escrow Agent shall distribute the entire deficiency to Parent in accordance with the terms of the Escrow Agreement (without regard to limitations set forth in Section 9, including, without limitation, the Threshold). (d) Any adjustments made pursuant to this Section 2.8 shall be treated as an adjustment to the Merger Consideration.

Net Working Capital Adjustment. Within thirty (a30) At least five business days prior to following the ClosingClosing Date, the Company Company's accountants shall provide Parent furnish Buyer with a report (ithe "Net Working Capital Report") an estimated balance sheet which shall set forth in reasonably detail the Net Working Capital (as defined below) of the Company Business as of the Closing Date prepared from the Company’s books and records in a manner consistent with the balance sheet of the Company as of April 30, 2004 and in accordance with GAAP (subject to normal year end adjustments and except for the absence of footnotes) and (ii) a statement showing the Company’s good faith estimate of the net working capital (defined as current assets (less cash), minus current liabilities) of the Company as of the Closing Date prepared in accordance with the Principles and ProceduresDate. At least one business day prior to the ClosingAs used herein, the Company term "Net Working Capital" shall provide Parent with (x) a final balance sheet of the Company mean, as of the Closing Date, which an amount equal to (i) the current assets of the Company (other than cash and cash equivalents to the extent that such cash and cash equivalents do not relate to liquidation of long term assets after the date hereof except in the ordinary course of business and consistent with past practice) minus (ii) the current liabilities of the Company (but specifically excluding any liabilities of Parent), calculated consistent with and subject to the adjustments set forth in SCHEDULE 1.5(C). The Net Working Capital Report shall indicate the procedures employed by the Company's accountants in preparing the Net Working Capital Report and shall contain such other financial information and methods of calculation as may be reasonably necessary for Buyer to evaluate the accuracy thereof. Buyer shall have a period of ten (10) days after its receipt of the Net Working Capital Report to notify the Company of its election to accept or reject (and in the case of a rejection, there shall be prepared from included in such notice the Company’s books and records reasons for such rejection in a manner consistent with the balance sheet as of April 30, 2004 and in accordance with GAAP (subject to normal year end adjustments and except for the absence of footnotes) (the “Closing Balance Sheet”) and (y) a final statement (the “Closing NWC Statement”) showing the final net working capital (defined as current assets (less cash), minus current liabilitiesreasonable detail) of the Net Working Capital Report. In the event no notice is received by the Company during such ten (10) day period, the Net Working Capital Report and any required adjustments resulting therefrom shall be deemed accepted by Buyer. If Buyer timely rejects the Net Working Capital Report, the Company's accountants and Buyer's accountants shall promptly (and in any event within thirty (30) days following the date upon which Buyer rejects the Net Working Capital Report) attempt to make a joint determination of the Net Working Capital of the Business as of the Closing Date (and such determination and any required adjustments therefrom shall be final and binding on the “parties hereto. In the event that such accountants are unable to agree upon the Net Working Capital”Capital determination as provided herein within ninety (90) prepared days from the Closing Date, such dispute shall be resolved by the Designated Party (as defined in and selected in accordance with the principles and procedures set forth on Exhibit 2.8 (a) (the “Principles and Procedures”SECTION 1.5(B)(II)). Solely for purposes The determination of calculating the Net Working Capital, the bad debt reserve with respect to accounts receivable Designated Party and any required adjustments resulting therefrom shall be $611,000. The Closing Balance Sheet final and the Closing NWC Statement shall be certified by the Chief Executive Officer and Chief Financial Officer of the Company to be prepared in good faith and, with respect to the Closing Balance Sheet, in accordance with GAAP (subject to normal year end adjustments and except for the absence of footnotes) and, with respect to the Closing NWC Statement, in accordance with the Principles and Proceduresbinding on all parties hereto. If the Net Working Capital is greater Report reflects a Net Working Capital as of the Closing Date of less than the Target Net Working CapitalBase Amount (as defined below), then the Merger Consideration shall be increased, dollar for dollar, by the amount of such excess, and if the Net Working Capital is less than the Target Net Working Capital, then the Merger Consideration shall be decreased, dollar for dollar, by the amount of such shortfall. (b) Within 60 days after Parent’s receipt of the Closing NWC Statement, Company and/or Parent shall deliver written notice to refund the Shareholder Representatives of any items shown in the Closing NWC Statement to which Parent objects, specifying in reasonable detail the nature of such objections (the “Dispute Notice”). If no Dispute Notice is delivered within such 60-day period, Parent shall be deemed to have agreed with all items and amounts shown in the Closing NWC Statement, difference between Base Amount and the Net Working Capital shown in the Closing NWC Statement shall be deemed to have been finally determined. If, within 30 days after the Shareholder Representatives’ receipt of any Dispute Notice, Parent and the Shareholder Representatives are unable to resolve matters raised by the Dispute Notice, the parties shall submit the Dispute Notice to the Accounting Arbitrator for resolution. The Accounting Arbitrator shall be directed to make a final determination of Net Working Capital within 45 fifteen (15) days of engagement, limited to those areas at issue, and in accordance with the Principles and Procedures, and such determination shall be conclusive and binding on all parties. Judgment upon the determination of the Accounting Arbitrator may be entered in any court having jurisdiction over the party against which such determination is to be enforced. The fees and expenses of the Accounting Arbitrator shall be borne by Parent; provided, however, that if the final determination of the Net Working Capital. If the Net Working Capital is less than the amount set forth on as of the Closing NWC Statement by at least $25,000Date exceeds Base Amount, Parent shall be entitled to reimbursement of such fees and expenses from the Company Shareholders and shall be entitled to a distribution from the Escrow Amount in the amount of such fees and expenses in accordance with the Escrow Agreement then Buyer -------------------------------------------------------------------------------- ASSET PURCHASE AGREEMENT -- PAGE 4 (without regard to any limitations set forth in Section 9, including, without limitation, the ThresholdCANMAX/AFFILIATED COMPUTERS). (c) If the final determination of Net Working Capital (either pursuant to mutual agreement or by determination of the Accounting Arbitrator) is less than the amount set forth on the Closing NWC Statement, the Escrow Agent shall distribute the entire deficiency to Parent in accordance with the terms of the Escrow Agreement (without regard to limitations set forth in Section 9, including, without limitation, the Threshold). (d) Any adjustments made pursuant to this Section 2.8 shall be treated as an adjustment to the Merger Consideration.

Net Working Capital Adjustment. (a) At least five business days prior to After the Closing, the Company shall provide Parent with (i) an estimated balance sheet of the Company as of the Closing Date prepared from the Company’s books and records in a manner consistent with the balance sheet of the Company as of April 30, 2004 and in accordance with GAAP (subject to normal year end adjustments and except for the absence of footnotes) and (ii) a statement showing the Company’s good faith estimate of the net working capital (defined as current assets (less cash), minus current liabilities) of the Company as of the Closing Date prepared in accordance with the Principles and Procedures. At least one business day prior to the Closing, the Company shall provide Parent with (x) a final balance sheet of the Company as of the Closing Date, which shall be prepared from the Company’s books and records in a manner consistent with the balance sheet as of April 30, 2004 and in accordance with GAAP (subject to normal year end adjustments and except for the absence of footnotes) (the “Closing Balance Sheet”) and (y) a final statement (the “Closing NWC Statement”) showing the final net working capital (defined as current assets (less cash), minus current liabilities) of the Company as of the Closing Date (the “Net Working Capital”) prepared in accordance with the principles and procedures set forth on Exhibit 2.8 (a) (the “Principles and Procedures”). Solely for purposes of calculating the Net Working Capital, the bad debt reserve with respect to accounts receivable shall be $611,000. The Closing Balance Sheet and the Closing NWC Statement shall be certified by the Chief Executive Officer and Chief Financial Officer of the Company to be prepared in good faith and, with respect to the Closing Balance Sheet, in accordance with GAAP (subject to normal year end adjustments and except for the absence of footnotes) and, with respect to the Closing NWC Statement, in accordance with the Principles and Procedures. If the Final Net Working Capital is greater determined the following purchase price adjustment shall be made: (i) If the final Working Capital Shortfall is less than the Target Net estimated Working Capital, then Capital Shortfall within five (5) business days Buyer shall pay to the Merger Consideration shall be increased, dollar for dollar, by Disbursing Agent the amount of such excess, and if which shall then be paid to the Net Working Capital is less than Sellers in the Target Net Working Capital, then the Merger Consideration shall be decreased, dollar for dollar, by the amount of such shortfall.same manner as provided in Section 3.3(b); (b) Within 60 days after Parent’s receipt of the Closing NWC Statement, Parent shall deliver written notice to the Shareholder Representatives of any items shown in the Closing NWC Statement to which Parent objects, specifying in reasonable detail the nature of such objections (the “Dispute Notice”). If no Dispute Notice is delivered within such 60-day period, Parent shall be deemed to have agreed with all items and amounts shown in the Closing NWC Statement, and the Net Working Capital shown in the Closing NWC Statement shall be deemed to have been finally determined. If, within 30 days after the Shareholder Representatives’ receipt of any Dispute Notice, Parent and the Shareholder Representatives are unable to resolve matters raised by the Dispute Notice, the parties shall submit the Dispute Notice to the Accounting Arbitrator for resolution. The Accounting Arbitrator shall be directed to make a final determination of Net Working Capital within 45 days of engagement, limited to those areas at issue, and in accordance with the Principles and Procedures, and such determination shall be conclusive and binding on all parties. Judgment upon the determination of the Accounting Arbitrator may be entered in any court having jurisdiction over the party against which such determination is to be enforced. The fees and expenses of the Accounting Arbitrator shall be borne by Parent; provided, however, that if the final determination of Net Working Capital is less than the amount set forth on the Closing NWC Statement by at least $25,000, Parent shall be entitled to reimbursement of such fees and expenses from the Company Shareholders and shall be entitled to a distribution from the Escrow Amount in the amount of such fees and expenses in accordance with the Escrow Agreement (without regard to any limitations set forth in Section 9, including, without limitation, the Threshold). (cii) If the final determination of Net Working Capital (either pursuant to mutual agreement or by determination of the Accounting Arbitrator) Shortfall is less greater than the amount set forth on estimated Working Capital Shortfall, the Closing NWC Statement, Sellers’ Representative and Buyer shall jointly direct the Escrow Agent shall distribute the entire deficiency to Parent in accordance with the terms and conditions of the Escrow Agreement to pay to Buyer the amount of such excess within five (without regard 5) business days by wire transfer of immediately available funds to limitations set forth the account designated in writing by Buyer; (iii) If there is a final Working Capital Shortfall and there was an estimated Working Capital Surplus, no estimated Working Capital Shortfall or no estimated Working Capital Surplus, the Sellers’ Representative and Buyer shall jointly direct the Escrow Agent in accordance with the terms and conditions of the Escrow Agreement to pay to Buyer the amount of such Working Capital Shortfall plus the amount of any estimated Working Capital Surplus, if any, within five (5) business days by wire transfer of immediately available funds to the account designated in writing by Buyer; (iv) If the final Working Capital Surplus is less than the estimated Working Capital Surplus, the Sellers’ Representative and Buyer shall jointly direct the Escrow Agent in accordance with the terms and conditions of the Escrow Agreement to pay to Buyer the amount of the difference within five (5) business days by wire transfer of immediately available funds to the account designated in writing by Buyer; (v) If the final Working Capital Surplus is greater than the estimated Working Capital Surplus, the amount of such excess shall be paid by Buyer to the Disbursing Agent within five (5) business days, which shall then be paid to the Sellers in the same manner as provided in Section 93.3(b); (vi) If there is a final Working Capital Surplus and there was an estimated Working Capital Shortfall, including, without limitationno estimated Working Capital Shortfall or no estimated Working Capital Surplus at the Closing, the Thresholdamount of such Working Capital Surplus plus the amount of any estimated Working Capital Shortfall, if any, shall be paid by Buyer to the Disbursing Agent within five (5) business days, which shall then be paid to the Sellers in the same manner as provided in Section 3.3(b).; or (dvii) Any adjustments made If none of paragraphs (i) through (vi) of this subsection are applicable, there shall be no adjustment pursuant to this Section 2.8 shall be treated as an adjustment to the Merger Considerationsubsection.

Net Working Capital Adjustment. (a) At least five business Within sixty (60) days prior after the Closing Date, the Buyer shall cause the Company to prepare and deliver to the Closing, the Company shall provide Parent with (i) an estimated balance sheet of the Company as Seller Representatives a schedule of the Closing Date prepared from Net Working Capital (the Company’s books and records in a manner consistent with the balance sheet of the Company as of April 30, 2004 and in accordance with GAAP (subject to normal year end adjustments and except for the absence of footnotes) and (ii) a statement showing the Company’s good faith estimate of the net working capital (defined as current assets (less cash"Net Working Capital Schedule"), minus current liabilities) of the Company as of the Closing Date prepared in accordance with the Principles and Procedures. At least one business day prior to the Closing, the Company shall provide Parent with (x) a final balance sheet of the Company as of the Closing Date, which The Net Working Capital Schedule shall be prepared from deemed final upon the Company’s books and records in a manner consistent with earliest of (i) the balance sheet as of April 30, 2004 and in accordance with GAAP (subject to normal year end adjustments and except for date on which the absence of footnotes) (the “Closing Balance Sheet”) and (y) a final statement (the “Closing NWC Statement”) showing the final net working capital (defined as current assets (less cash), minus current liabilities) of the Company as of the Closing Date (the “Net Working Capital”) prepared in accordance with the principles and procedures set forth on Exhibit 2.8 (a) (the “Principles and Procedures”). Solely for purposes of calculating the Net Working Capital, the bad debt reserve with respect to accounts receivable shall be $611,000. The Closing Balance Sheet Buyer and the Closing NWC Statement shall be certified by the Chief Executive Officer and Chief Financial Officer of the Company to be prepared in good faith and, with respect to the Closing Balance Sheet, in accordance with GAAP (subject to normal year end adjustments and except for the absence of footnotes) and, with respect to the Closing NWC Statement, in accordance with the Principles and Procedures. If Seller Representatives agree that the Net Working Capital Schedule is greater than final, (ii) if the Target Net Working CapitalSeller Representatives have not earlier notified the Buyer, then in writing, of any dispute over the Merger Consideration shall be increased, dollar for dollar, by the amount of such excess, and if amounts shown on the Net Working Capital is less than Schedule, the Target twentieth (20th) day following the date of delivery of the Net Working CapitalCapital Schedule to the Seller Representatives, then and (iii) the Merger Consideration shall be decreaseddate on which any disputes relating to the Net Working Capital Schedule are resolved, dollar for dollaras described in Section 1.5(b) below. The final Net Working Capital Schedule, as adjusted by any agreement of the amount Buyer and the Seller Representatives or by any resolution of such shortfalldisputes as described in Section 1.5(b) below, is hereinafter referred to as the "Final Net Working Capital Schedule". (b) Within 60 days after Parent’s receipt of the Closing NWC Statement, Parent shall deliver written notice Notwithstanding anything to the Shareholder Representatives of contrary in this Agreement, any items shown in the Closing NWC Statement to which Parent objects, specifying in reasonable detail the nature of such objections (the “Dispute Notice”). If no Dispute Notice is delivered within such 60-day period, Parent shall be deemed to have agreed with all items and disputes regarding amounts shown in the Closing NWC Statement, and Net Working Capital Schedule shall be resolved as set forth in this Section 1.5(b). The Seller Representatives may dispute any amount shown on the Net Working Capital shown Schedule initially delivered in accordance with Section 1.5(a) hereof by delivering written notice of each disputed item (each, a "Disputed Item") to the Closing NWC Statement shall be deemed to have been finally determined. If, within 30 days after Buyer (the Shareholder Representatives’ receipt of any "Dispute Notice, Parent and the Shareholder Representatives are unable to resolve matters raised by the Dispute Notice," and, the parties shall submit date of its delivery, the "Dispute Notice Date") within the 20 day period referred to in Section 1.5(a) specifying the amount thereof in dispute and setting forth, in reasonable detail, the basis for such dispute. Within twenty (20) business days following the Dispute Notice to Date, the Accounting Arbitrator for resolution. The Accounting Arbitrator Disputed Items shall be directed submitted to make a final determination of Net Working Capital within 45 days of engagement, limited to those areas at issue, and in accordance with Deloitte & Touche LLP (the Principles and Procedures, and such determination shall be conclusive and binding on all parties. Judgment upon the determination of the Accounting Arbitrator may be entered in any court having jurisdiction over the party against which such determination is to be enforced. The fees and expenses of the Accounting Arbitrator shall be borne by Parent; provided, however, that if the final determination of Net Working Capital is less than the amount set forth on the Closing NWC Statement by at least $25,000, Parent shall be entitled to reimbursement of such fees and expenses from the Company Shareholders and shall be entitled to a distribution from the Escrow Amount in the amount of such fees and expenses in accordance with the Escrow Agreement (without regard to any limitations set forth in Section 9, including, without limitation, the Threshold). (c) If the final determination of Net Working Capital (either pursuant to mutual agreement or by determination of the Accounting Arbitrator) is less than the amount set forth on the Closing NWC Statement, the Escrow Agent shall distribute the entire deficiency to Parent in accordance with the terms of the Escrow Agreement (without regard to limitations set forth in Section 9, including, without limitation, the Threshold). (d) Any adjustments made pursuant to this Section 2.8 shall be treated as an adjustment to the Merger Consideration."Independent Accountant"

Net Working Capital Adjustment. (a) At least five two business days prior to the ClosingClosing Date, the Company Sellers shall provide Parent with (i) an estimated balance sheet of the Company as of the Closing Date prepared from the Company’s books and records in a manner consistent with the balance sheet of the Company as of April 30, 2004 and in accordance with GAAP (subject deliver to normal year end adjustments and except for the absence of footnotes) and (ii) Purchaser a statement showing (the Company’s good faith estimate of the net working capital (defined as current assets (less cash), minus current liabilities"ESTIMATED WORKING CAPITAL STATEMENT") of the Company as estimated Net Working Capital of the Closing Date prepared in accordance with the Principles and Procedures. At least one business day prior to the Closing, the Company shall provide Parent with (x) a final balance sheet of the Company as of the Closing Date, which shall be prepared from the Company’s books and records in a manner consistent with the balance sheet as of April 30, 2004 and in accordance with GAAP (subject to normal year end adjustments and except for the absence of footnotes) (the “Closing Balance Sheet”) and (y) a final statement (the “Closing NWC Statement”) showing the final net working capital (defined as current assets (less cash), minus current liabilities) of the Company Business as of the Closing Date (the “"ESTIMATED WORKING CAPITAL"). As used herein, "NET WORKING CAPITAL" shall be equal to (i) the sum of net Inventory (measured at cost on a FIFO basis), in an amount to be not greater than $250,000 and not less than $200,000, and prepaid expenses of the Business, and cash on hand in the Restaurants on the Closing Date, less (ii) the sum of accrued property taxes, and the other agreed upon accrued liabilities of the Business (excluding liabilities arising out of previously issued gift certificates) which are set forth on SCHEDULE 1.3.3 (the "ACCRUED LIABILITIES"). On the Closing Date the Purchase Price payable pursuant to Section 1.3.1 hereof shall be increased by the amount of the Estimated Working Capital set forth in the Estimated Working Capital Statement. On the Closing Date, Sellers and Purchaser or its representative shall take a complete physical count of the Inventory of the Business. Within fifteen (15) days after the Closing Date, Sellers shall deliver to Purchaser a statement (the "CLOSING WORKING CAPITAL STATEMENT") indicating the actual Net Working Capital”) Capital as of the Closing Date (the "CLOSING WORKING CAPITAL"). Purchaser and Sellers agree that such Closing Working Capital Statement shall be prepared in accordance with the procedures and principles and procedures set forth on Exhibit 2.8 (a) (the “Principles and Procedures”). Solely for purposes of calculating the Net Working Capital, the bad debt reserve with respect to accounts receivable shall be $611,000. The Closing Balance Sheet and the Closing NWC Statement shall be certified by the Chief Executive Officer and Chief Financial Officer of the Company to be prepared in good faith and, with respect to the Closing Balance Sheet, in accordance with GAAP (subject to normal year end adjustments and except for the absence of footnotes) and, with respect to the Closing NWC Statement, in accordance with the Principles and Procedures. If the Net Working Capital is greater than the Target Net Working Capital, then the Merger Consideration shall be increased, dollar for dollar, by the amount of such excess, and if the Net Working Capital is less than the Target Net Working Capital, then the Merger Consideration shall be decreased, dollar for dollar, by the amount of such shortfall. (b) Within 60 days after Parent’s receipt of the Closing NWC Statement, Parent shall deliver written notice to the Shareholder Representatives of any items shown in the Closing NWC Statement to which Parent objects, specifying in reasonable detail the nature of such objections (the “Dispute Notice”). If no Dispute Notice is delivered within such 60-day period, Parent shall be deemed to have agreed with all items and amounts shown in the Closing NWC Statement, and the Net Working Capital shown in the Closing NWC Statement shall be deemed to have been finally determined. If, within 30 days after the Shareholder Representatives’ receipt of any Dispute Notice, Parent and the Shareholder Representatives are unable to resolve matters raised by the Dispute Notice, the parties shall submit the Dispute Notice to the Accounting Arbitrator for resolution. The Accounting Arbitrator shall be directed to make a final determination of Net Working Capital within 45 days of engagement, limited to those areas at issue, and in accordance with the Principles and Procedures, and such determination shall be conclusive and binding on all parties. Judgment upon the determination of the Accounting Arbitrator may be entered in any court having jurisdiction over the party against which such determination is to be enforced. The fees and expenses of the Accounting Arbitrator shall be borne by Parent; provided, however, that if the final determination of Net Working Capital is less than the amount set forth on the Closing NWC Statement by at least $25,000, Parent shall be entitled to reimbursement of such fees and expenses from the Company Shareholders and shall be entitled to a distribution from the Escrow Amount in the amount of such fees and expenses in accordance with the Escrow Agreement (without regard to any limitations set forth in Section 9, including, without limitation, the Threshold)SCHEDULE 1.3. (c) If the final determination of Net Working Capital (either pursuant to mutual agreement or by determination of the Accounting Arbitrator) is less than the amount set forth on the Closing NWC Statement, the Escrow Agent shall distribute the entire deficiency to Parent in accordance with the terms of the Escrow Agreement (without regard to limitations set forth in Section 9, including, without limitation, the Threshold). (d) Any adjustments made pursuant to this Section 2.8 shall be treated as an adjustment to the Merger Consideration.