Common use of Purchase Price and Payment Clause in Contracts

Purchase Price and Payment. (a) The purchase price paid by the Buyer hereunder shall be $9,635,916 (the "Base Purchase Price"), adjusted in accordance with the provisions of Subsections 1.4(c) and (d) below (as so adjusted, the "Final Purchase Price"). (b) At the Closing, Buyer will deliver to the Sellers a Promissory Note in the principal face amount of One Million Dollars ($1,000,000), to be in the form attached hereto as Exhibit B (the "Note"). Payments under the Note shall be based on a six (6) year amortization schedule commencing on the first day of the fourteenth (14th) month after the date thereof. During the first thirteen (13) months of the term of the Note, no payments shall be made under the Note and interest shall accrue on the unpaid balance at the annual rate of twelve (12%) percent. In the thirteenth (13th) month of such term, Sellers shall be entitled to a lump sum payment of all the interest then accrued. From and after the thirteenth (13th) month until the final payment is made on the Maturity Date (as defined in the Note), interest shall accrue at a yearly rate of nine percent (9%). In addition, regular payments of principal and interest under the Note will commence in the fourteenth (14th) month and shall be made monthly thereafter with a final balloon payment due on the Maturity Date which shall be the fourth anniversary date of the Note. The Note shall be secured by a lien on the Acquired Assets and Buyer hereby grants a security interest in and to the Acquired Assets to Sellers, subject and subordinate to a first lien on the Acquired Assets granted by Buyer to its senior institutional lender. (c) The Base Purchase Price shall be adjusted on a dollar-for-dollar basis to reflect any change in the value of certain assets of the Sellers as of the Closing Date as set forth below: (i) To the extent that accounts receivable net of bad debt reserves are greater than or less than $3,287,519 (the bad debt reserves as of the Closing Date will be $62,500); (ii) To the extent that prepaid assets of the Sellers are greater than or less than $94,408; and (iii) To the extent that deposits of Sellers are greater than or less than $75,300. (d) The Base Purchase Price shall be reduced in an amount equal to the value on the Closing Date of: (i) All trade payables of the Sellers assumed by the Buyer at the Closing; (ii) Deferred rent expenses, equipment loans, and capital leases reflected on the balance sheet of the Sellers; (iii) Any amounts accrued prior to the Closing Date in respect of utilities, wages (and other similar obligations of the Sellers, to the extent assumed and not otherwise paid at the Closing by Buyer) and rent, and any other operating expenses of the Sellers, including those items described in Schedule 1.4(d) hereto ("Accrued Expenses"), to the extent that such items are not paid with funds provided by Sellers; provided, however, that no reduction shall be made for Accrued Expenses which relate to the operation of the Business after the Closing.

Purchase Price and Payment. The purchase price for the Company Shares shall be an amount equal to Twenty Million Dollars ($20,000,000) (the “Purchase Price”), subject to adjustment pursuant to Section 1.3, together with the Additional Payment (as defined in Section 1.8). In consideration of the sale by the Stockholders to the Buyer of the Company Shares and in reliance upon the representations, warranties covenants and agreements of the Company and the Stockholders herein contained, the Buyer, subject to the terms and conditions of this Agreement, agrees to cause the Purchase Price to be delivered as follows: (a) The purchase price paid by Within two (2) business days of the execution and delivery of this Agreement, Buyer hereunder shall be $9,635,916 deliver to Boston Safe Deposit and Trust Company, as escrow agent (the "Base Purchase PriceDeposit Escrow Agent"), adjusted ) the sum of Five Hundred Thousand Dollars ($500,000.00) (the "Deposit") by wire transfer of immediately available funds. The Deposit Escrow Agent shall hold the Deposit in accordance with the provisions terms of Subsections 1.4(c) and (d) below the Deposit Escrow Agreement (as so adjusteddefined in Section 1.7), including that all interest accrued on the "Final Purchase Price"Deposit will be paid to Buyer, except that if the Deposit shall be retained by the Stockholders as liquidated damages under Section 9.3, then such interest shall be paid to the Stockholders (pro rata based upon each Stockholder's respective share amounts as set forth opposite such Stockholder's name in column 3 of Exhibit A attached hereto). (b) At the Closing, Buyer will shall deliver to each Stockholder by wire transfer of immediately available funds the Sellers a Promissory Note amount equal to such Stockholder's pro rata share (as set forth opposite such Stockholder's name in column 3 of Exhibit A attached hereto) of an amount equal to the Purchase Price (i) less the Deposit, which shall be applied in the principal face amount of One Million Dollars manner set forth in Section 1.2(c) below, and ($1,000,000), to be in the form attached hereto as Exhibit B (the "Note"ii) plus or minus any adjustment required under Section 1.3(a). Payments under Five (5) business days prior to the Note shall be based on a six (6) year amortization schedule commencing on Closing Date, the first day of the fourteenth (14th) month after the date thereof. During the first thirteen (13) months of the term of the Note, no payments shall be made under the Note and interest shall accrue on the unpaid balance at the annual rate of twelve (12%) percent. In the thirteenth (13th) month of such term, Sellers shall be entitled to a lump sum payment of all the interest then accrued. From and after the thirteenth (13th) month until the final payment is made on the Maturity Date Stockholders' Representative (as defined in the Note), interest Section 1.6) shall accrue at a yearly rate of nine percent (9%). In addition, regular payments of principal and interest under the Note will commence in the fourteenth (14thupdate Exhibit A to reflect any adjustments pursuant to Section 1.3(a) month and shall be made monthly thereafter deliver such updated Exhibit A to Buyer with a final balloon payment due on the Maturity Date which shall be the fourth anniversary date of the Note. The Note shall be secured by a lien on the Acquired Assets and Buyer hereby grants a security interest in and to the Acquired Assets to Sellers, subject and subordinate to a first lien on the Acquired Assets granted by Buyer to its senior institutional lenderwire transfer instructions for each Stockholder. (c) The Base Purchase Price Upon the completion of Closing, all accrued interest on the Deposit shall be adjusted on a dollar-for-dollar basis paid by the Deposit Escrow Agent to reflect any change the Buyer, the Deposit shall be converted to and shall become known as the "Indemnification Escrow Amount" and the Deposit Escrow Agent shall be converted to and shall become known as the "Indemnification Escrow Agent." The Indemnification Escrow Agent shall hold the Indemnification Escrow Amount in an account in accordance with the terms and conditions of the escrow agreement to be entered into by and among the Buyer, the Stockholders, the Stockholders' Representative and the Indemnification Escrow Agent at Closing substantially in the value form of certain assets of Exhibit B attached hereto (the Sellers "Indemnification Escrow Agreement"). Interest accrued on the Indemnification Escrow Amount will be paid to the party or parties receiving the Indemnification Escrow Amount in proportion to the amount received. The Deposit Escrow Agreement shall terminate as of the Closing Date completion of Closing. The Indemnification Escrow Agreement shall provide that any remaining Indemnification Escrow Amount shall be paid to the Stockholders (pro rata based upon each Stockholder's respective share amounts as set forth below: (iopposite such Stockholder's name in column 3 of Exhibit A attached hereto) To on the extent that accounts receivable net of bad debt reserves are greater than or less than $3,287,519 (the bad debt reserves as first anniversary of the Closing Date will be $62,500); (ii) To Date, provided that, if the extent Indemnification Escrow Agent receives notice from the Buyer that prepaid assets any portion of the Sellers are greater than Indemnification Escrow Amount is subject to a claim or less than $94,408; and (iii) To claims for indemnification under this Agreement, then the extent that deposits of Sellers are greater than or less than $75,300. (d) The Base Purchase Price Indemnification Escrow Agent shall be reduced in an amount equal only pay to the value on the Closing Date of: (i) All trade payables Stockholders that portion of the Sellers assumed by Indemnification Escrow Amount that is not subject to such claim or claims and shall retain the Buyer at the Closing; (ii) Deferred rent expenses, equipment loans, and capital leases reflected on the balance sheet portion of the Sellers; (iii) Any amounts accrued prior Indemnification Escrow Amount related to the Closing Date in respect of utilities, wages (and other similar obligations of the Sellers, to the extent assumed and not otherwise paid at the Closing by Buyer) and rent, and any other operating expenses of the Sellers, including those items described in Schedule 1.4(d) hereto ("Accrued Expenses"), to the extent that such items are not paid with funds provided by Sellers; provided, however, that no reduction shall be made for Accrued Expenses which relate to the operation of the Business after the Closingclaim or claims until such claim or claims have been resolved.

Purchase Price and Payment. (a) The purchase price paid by for the Buyer hereunder Purchased Assets shall be $9,635,916 (the "Base Purchase Price")4,800,000, adjusted subject to adjustment as provided in accordance with the provisions of Subsections 1.4(c) and (dSection 2.5(c) below (as so adjusted, the "Final “Purchase Price"”). The Purchase Price shall be payable as follows: $2,400,000 of the Purchase Price shall be payable in shares of Parent’s common stock (the “Stock Consideration”), as provided in Section 2.5(b) below, and $2,400,000 of the Purchase Price, subject to adjustment, shall be payable in cash (the “Cash Consideration”), as provided in Section 2.5(c) below. (b) At As soon as reasonably practicable following Parent and Buyer’s receipt of Stockholder Approval and NYSE Amex Final Approval (each as hereinafter defined), as more fully described in Section 6.2, Parent shall deliver, in respect of the Stock Consideration, that number of shares of Parent’s common stock that is equal to $2,400,000 divided by the average Fair Market Value of Parent’s common stock for the 20 consecutive trading days prior to the second trading day prior to the Closing, Buyer will deliver to the Sellers a Promissory Note in the principal face amount of One Million Dollars ($1,000,000), to be in the form attached hereto as Exhibit B (the "Note"). Payments under the Note shall be based on a six (6) year amortization schedule commencing on the first day of the fourteenth (14th) month after the date thereof. During the first thirteen (13) months of the term of the Note, no payments shall be made under the Note and interest shall accrue on the unpaid balance at the annual rate of twelve (12%) percent. In the thirteenth (13th) month of such term, Sellers shall be entitled to a lump sum payment of all the interest then accrued. From and after the thirteenth (13th) month until the final payment is made on the Maturity Date (as defined in the Note), interest shall accrue at a yearly rate of nine percent (9%). In addition, regular payments of principal and interest under the Note will commence in the fourteenth (14th) month and shall be made monthly thereafter with a final balloon payment due on the Maturity Date which shall be the fourth anniversary date of the Note. The Note shall be secured by a lien on the Acquired Assets and Buyer hereby grants a security interest in and to the Acquired Assets to Sellers, subject and subordinate to a first lien on the Acquired Assets granted by Buyer to its senior institutional lender. (c) The Base Purchase Price shall be adjusted on a dollar-for-dollar basis to reflect any change in the value of certain assets of the Sellers as of the Closing Date as set forth below: (i) To The Cash Consideration shall be payable as follows. During the extent that accounts receivable net period of bad debt reserves are greater than or less than $3,287,519 four years commencing on January 1, 2011 and ending on December 31, 2014 (the bad debt reserves “Earnout Period”), Buyer shall pay to Sellers the Earnout Payment (as of the Closing Date will be $62,500); (iihereinafter defined) To the extent that prepaid assets of the Sellers are greater than or less than $94,408; and (iii) To the extent that deposits of Sellers are greater than or less than $75,300. (d) The Base Purchase Price shall be reduced in an amount equal to the value on the Closing Date of: (i) All trade payables of the Sellers assumed by the Buyer at the Closing; (ii) Deferred rent expenses, equipment loans, and capital leases reflected on the balance sheet of the Sellers; (iii) Any amounts accrued prior to the Closing Date in respect of utilities, wages (and other similar obligations each of the Sellersthree-, to the extent assumed six-, nine- and not otherwise paid at the Closing by Buyer) and rent, and any other operating expenses twelve-month periods in each fiscal year of the SellersEarnout Period (each, including those items described in Schedule 1.4(da “Test Period”) hereto with respect to which the aggregate EBITDA ("Accrued Expenses"), to as hereinafter defined) of the extent that Business for the relevant Test Period (the “Test Period EBITDA”) equals or exceeds the relevant EBITDA Target (as hereinafter defined) for such items are not paid with funds provided by SellersTest Period; provided, however, that no reduction in the event that the relevant EBITDA Target for a Test Period is not met, the Earnout Payment in respect of such Test Period shall be made reduced proportionately. (ii) Each Earnout Payment shall be payable in three equal monthly installments on the fifteenth day of each of the three months following the end of the relevant Test Period. (iii) For the fiscal year ending December 31, 2011, the EBITDA Target for Accrued Expenses which relate each Test Period shall be based on a pro rated projected $1,200,000 aggregate annual EBITDA for the Business and, therefore, for the fiscal year ending December 31, 2011, “EBTIDA Target” means $300,000 with respect to the operation first Test Period (i.e., January 1 through March 31, 2011), $600,000 with respect to the second Test Period (i.e., January 1 through June 30, 2011), $900,000 with respect to the third Test Period (i.e., January 1 through September 30, 2011) and $1,200,000 with respect to the fourth Test Period (i.e., January 1 through December 31, 2011). For each of the three subsequent fiscal years during the Earnout Period, the EBITDA Target for each Test Period shall be adjusted from $1,200,000, up or down, based upon the pro rata, aggregate EBITDA of the Business after for the Closingtwelve-month period ending on December 31st of the most recently completed fiscal year. $1,200,000, in the case of the fiscal year ending December 31, 2011, and the aggregate EBITDA of the Business for the twelve-month period ending on December 31st of the most recently completed fiscal year, in the case of the fiscal years ending December 31, 2012, 2013 and 2014, shall each be referred to herein as an “Annual EBITDA Target”.

Purchase Price and Payment. (a) The aggregate purchase price payable by Buyer at Closing as consideration for the sale and transfer of the Shares, subject to adjustment as contemplated herein, (the "Purchase Price" ) shall be payable as follows: (i) $2,600,000 in cash (A) minus twenty-two and one half percent (22.5%) of the $2,600,000 in cash (the "Cash Escrow Amount") that shall be paid to the account(s) designated by the Escrow Agent in writing in advance of Closing (the "Escrow Account"), which the Escrow Agent shall manage and disburse in accordance with the terms of the Escrow Agreement, (B) minus $100,000 (the "Seller Reserve Amount") that shall be deposited in a segregated escrow account controlled by the Sellers' Representative, (C) plus or minus, as applicable, one-half of any adjustments pursuant to Section 2.3(b), (D) minus any cash converted to Common Stock pursuant to Section 2.6, and (E) minus Closing Company Debt and Company Transaction Costs (the "Closing Cash Payment"), which Closing Cash Payment shall be paid by wire transfer of immediately available funds to an account designated at least two (2) Business Days prior to the Closing by Sellers' Representative for further distribution to Sellers in accordance with Schedule 2.2(a)(i). (ii) $2,600,000 in Common Stock of Buyer hereunder (A) minus twenty-two and one-half percent (22.5%) of the $2,600,000 in common stock of Buyer (the "Stock Escrow Amount", and together with the Cash Escrow Amount, the "Escrow Amount"), such shares of Common Stock (the "Escrow Shares") shall be $9,635,916 delivered to the Escrow Account, which the Escrow Agent shall manage and disburse in accordance with the terms of the Escrow Agreement, (B) plus or minus, as applicable, one-half of any adjustments pursuant to Section 2.3(b), and (C) plus 127.5% of any cash converted to Common Stock pursuant to Section 2.6 (the "Closing Stock Payment," and together with the Closing Cash Payment, the "Base Purchase Price"); which Closing Stock Payment shall be paid by delivery of common stock of Buyer ("Common Stock") to the Sellers at Closing, adjusted which Shares shall be allocated among the Sellers in accordance with the provisions percentages set forth on Schedule 2.2(a)(i). The number of Subsections 1.4(c) and (d) below shares of the Common Stock to be paid to Sellers shall be determined by dividing the Closing Stock Payment (as so may be adjusted) by the Buyer's average market closing price on NASDAQ of the preceding ten (10) days immediately prior to Closing; and (iii) the Earn-out Consideration pursuant to Section 2.4, the "Final Purchase Price")if applicable. (b) At the Closing, Buyer will deliver to the Sellers a Promissory Note in the principal face amount of One Million Dollars ($1,000,000), to be in the form attached hereto as Exhibit B (the "Note"). Payments under the Note shall be based on a six (6) year amortization schedule commencing on the first day of the fourteenth (14th) month after the date thereof. During the first thirteen (13) months of the term of the Note, no payments shall be made under the Note and interest shall accrue on the unpaid balance at the annual rate of twelve (12%) percent. In the thirteenth (13th) month of such term, Sellers shall be entitled to a lump sum payment of all the interest then accrued. From and after the thirteenth (13th) month until the final payment is made on the Maturity Date (as defined in the Note), interest shall accrue at a yearly rate of nine percent (9%). In addition, regular payments of principal and interest under the Note will commence in the fourteenth (14th) month and shall be made monthly thereafter with a final balloon payment due on the Maturity Date which shall be the fourth anniversary date of the Note. The Note shall be secured by a lien on the Acquired Assets and Buyer hereby grants a security interest in and to the Acquired Assets to Sellers, subject and subordinate to a first lien on the Acquired Assets granted by Buyer to its senior institutional lender. (c) The Base Purchase Price shall be adjusted on a dollar-for-dollar basis subject to reflect any change adjustment as provided in the value of certain assets of the Sellers as of the Closing Date as set forth below:this Section 2.2(b). (i) To At Closing the extent that accounts receivable net of bad debt reserves are greater than or less than $3,287,519 Base Purchase Price payable by Buyer shall be decreased by the amount determined by multiplying the Base Purchase Price by (100% minus the Reduction Factor as estimated, in good faith, by Sellers' Representative) (the bad debt reserves as "Estimated Reduction Amount"). The Estimated Reduction Amount shall be deducted pro rata from the Closing Cash Payment and the Closing Stock Payment (including any Additional Stock Payment) based on the respective proportions of the Closing Date will be $62,500);Base Purchase Price made up by each. (ii) To Promptly following the extent that prepaid assets completion of the 2014 audited financial statements for the Company Group, Buyer, if the Closing has occurred, or Sellers' Representative, if the Closing has not occurred, will deliver to the other party a written statement (the "Reduction Statement") setting forth the Actual Reduction Factor, the Actual Reduction Amount, and the amount required to be paid by Buyer to Sellers are or released from the Escrow Amount to Buyer pursuant to this Section 2.2(b)(ii). If the Actual Reduction Amount is less than the Estimated Reduction Amount, Buyer shall pay the difference to Sellers' Representative for further distribution to Sellers in accordance with Schedule 2.2(a)(i) within ten (10) days after delivery or receipt of the Reduction Statement, as applicable. If the Actual Reduction Amount is greater than or less than $94,408; and (iii) To the extent that deposits of Sellers are greater than or less than $75,300. (d) The Base Purchase Price Estimated Reduction Amount, Buyer shall be reduced entitled to immediately collect the difference from the Escrow Account in an amount equal to accordance Article VIII and the value on the Closing Date of: (i) All trade payables of the Sellers assumed by the Buyer at the Closing; (ii) Deferred rent expenses, equipment loans, and capital leases reflected on the balance sheet of the Sellers; (iii) Any amounts accrued prior to the Closing Date in respect of utilities, wages (and other similar obligations of the Sellers, to the extent assumed and not otherwise paid at the Closing by Buyer) and rent, and any other operating expenses of the Sellers, including those items described in Schedule 1.4(d) hereto ("Accrued Expenses"), to the extent that such items are not paid with funds provided by Sellers; provided, however, that no reduction shall be made for Accrued Expenses which relate to the operation of the Business after the ClosingEscrow Agreement.

Purchase Price and Payment. (a) The Subject to Section 1.3, the purchase price paid by ("Purchase Price") for the Buyer hereunder Shares shall be paid to Sellers on a pro-rata basis based upon each Seller's respective ownership percentage and consist of the following: 1.2.1 Subject to Section 1.3, cash at Closing in the amount of Two Million Four Hundred Ninety-Nine Thousand Dollars and No/100 Dollars ($9,635,916 2,499,000.00), less the Escrow Amount (as defined in Section 1.3), by wire transfer of immediately available funds (the "Base Purchase Price"), adjusted in accordance with the provisions of Subsections 1.4(c) and (d) below (as so adjusted, the "Final Purchase PriceCash Payment"). 1.2.2 Shares of common stock of Buyer's ultimate parent company, Arcadia Resources, Inc. (bOTB: ACDI.OB)("ACDI") At the Closing, Buyer will deliver equal in value to the Sellers a Promissory Note in the principal face amount of One Two Million and No/100 Dollars ($1,000,0002,000,000.00), . The number of ACDI shares to be in provided to Sellers will be based on the form attached hereto as Exhibit B average closing price per share for each of the last ten (10) trading days prior to Closing (the "NoteStock Payment"). 1.2.3 An earnout amount equal to four (4) times the cumulative EBITDA of the Company's St. ▇▇▇▇▇▇ (Michigan) branch ("Earnout Amount") for the twelve month period following the Closing Date ("Earnout Period"), payable as follows: 1.2.3.1 Within thirty (30) days following the end of each three month period during the Earnout Period, Buyer shall calculate the cumulative Earnout Amount for the three month period just ended and each prior three month period during the Earnout Period (the "Cumulative Earnout Amount"). Payments under If the Note Cumulative Earnout Amount is a positive number, then within five (5) business days following Buyer's determination of the Cumulative Earnout Amount, Buyer shall be based make a cash payment to Sellers (on a six pro rata basis) equal to (6"Quarterly Earnout Payment"): (x) year amortization schedule commencing on the first day fifty (50%) percent of the fourteenth Cumulative Earnout Amount, minus (14thy) month after the date thereof. During the first thirteen (13) months aggregate amount of the term of the Note, no payments shall be Quarterly Earnout Payments made under the Note and interest shall accrue on the unpaid balance at the annual rate of twelve (12%) percent. In the thirteenth (13th) month of such term, Sellers shall be entitled to a lump sum payment of all the interest then accrued. From and after the thirteenth (13th) month until the final payment is made on the Maturity Date (as defined in the Note), interest shall accrue at a yearly rate of nine percent (9%). In addition, regular payments of principal and interest under the Note will commence in the fourteenth (14th) month and shall be made monthly thereafter with a final balloon payment due on the Maturity Date which shall be the fourth anniversary date of the Note. The Note shall be secured by a lien on the Acquired Assets and Buyer hereby grants a security interest in and to the Acquired Assets to Sellers, subject and subordinate to a first lien on the Acquired Assets granted by Buyer to its senior institutional lenderSeller pursuant to this Section 1.2.3 for all prior three month periods. If the Cumulative Earnout Amount or Quarterly Earnout Payment is a negative number, then the Quarterly Earnout Payment for that period shall be zero. 1.2.3.2 Within five (c5) The Base Purchase Price business days following the Buyer's determination of Cumulative Earnout Amount for the last three (3) month period during the Earnout Period, Buyer shall be adjusted pay to Sellers (on a dollar-for-dollar basis to reflect any change in the value of certain assets of the Sellers as of the Closing Date as set forth below: (ipro rata basis) To the extent that accounts receivable net of bad debt reserves are greater than or less than $3,287,519 (the bad debt reserves as of the Closing Date will be $62,500); (ii) To the extent that prepaid assets of the Sellers are greater than or less than $94,408; and (iii) To the extent that deposits of Sellers are greater than or less than $75,300. (d) The Base Purchase Price shall be reduced in an amount equal to the value on entire Cumulative Earnout Amount, minus the Closing Date of: (i) All trade payables aggregate amount of the Sellers assumed Quarterly Earnout Payments previously made by Buyer. 1.2.3.3 If the aggregate amount of Quarterly Earnout Payments exceeds the actual Earnout Amount for the entire Earnout Period, then the Buyer at shall be reimbursed the Closing;excess amount paid to Sellers from the Escrow Amount. (ii) Deferred rent expenses1.2.3.4 During the Earnout Period, equipment loans, and capital leases reflected on the balance sheet monthly financial statements of the Sellers; (iii) Any amounts accrued prior to Company utilized in determining the Closing Date in respect of utilities, wages (and other similar obligations of the Sellers, to the extent assumed and not otherwise paid at the Closing by Buyer) and rent, and any other operating expenses of the Sellers, including those items described in Schedule 1.4(d) hereto ("Accrued Expenses"), to the extent that such items are not paid with funds provided by Sellers; provided, however, that no reduction Earnout Amount shall be made for Accrued Expenses which relate provided to the operation of the Business after the ClosingSellers.

Purchase Price and Payment. In consideration of the sale, assignment, transfer and delivery by the Stockholders to the Buyer of the Company Shares in accordance with Section 2.1 above and in reliance upon the representations and warranties of the Company and the Stockholders and other terms herein contained and subject to the conditions contained herein, the Buyer agrees to pay for the Company Shares as follows: (a) The purchase price paid by At Closing, the Cash Buyer hereunder shall be $9,635,916 deliver to the Stockholders’ Representative on behalf of the Stockholders (which the "Base Purchase Price"), adjusted Stockholders’ Representative shall distribute to the Stockholders in accordance with the provisions Payment Allocation Schedule), by wire transfer of Subsections 1.4(cimmediately available funds, an amount of cash equal to the Cash Consideration (as defined below). For purposes of this Agreement, (i) “Cash Consideration” shall mean (A) the Closing Date Purchase Price (as defined below) minus (B) the Aggregate Rollover Amount; and (dii) below (as so adjusted, the "Final “Closing Date Purchase Price"” means: (A) One Hundred Thirty-Two Million Five Hundred Thousand Dollars ($132,500,000). , (bB) At plus the ClosingEstimated Working Capital Difference (if the Estimated Working Capital Difference is positive) or minus the absolute value of the Estimated Working Capital Difference (if the Estimated Working Capital Difference is negative), Buyer will deliver to the Sellers a Promissory Note in the principal face amount of (C) minus One Million Dollars ($1,000,000) (the “Working Capital Escrow Amount”), to be in the form attached hereto as Exhibit B (D) minus One Million Three Hundred and Twenty-Five Thousand Dollars ($1,325,000) (the "Note"“Indemnity Escrow Amount”), (E) minus the Estimated Closing Date Selling Expenses, and (F) minus the Estimated Closing Date Indebtedness. Payments under For the Note shall be based on a six (6) year amortization schedule commencing on avoidance of doubt, notwithstanding anything to the first day contrary in this Agreement or any of the fourteenth Simplified Purchase Agreements: (14thy) month after the date thereof. During Cash Buyer’s obligations to pay the first thirteen (13) months of the term of the Note, no payments shall be made under the Note and interest shall accrue on the unpaid balance at the annual rate of twelve (12%) percent. In the thirteenth (13th) month of such term, Sellers shall be entitled to a lump sum payment of all the interest then accrued. From and after the thirteenth (13th) month until the final payment is made on the Maturity Date “Purchase Price” (as defined in the Note), interest shall accrue at a yearly rate of nine percent (9%). In addition, regular payments of principal and interest Simplified Purchase Agreements) under the Note will commence in the fourteenth (14th) month and Simplified Purchase Agreements shall be made monthly thereafter fully satisfied upon the Cash Buyer’s payment of the Cash Consideration to the Stockholders’ Representative pursuant to Section 2.2(a) of this Agreement; and (z) the Buyer shall not be liable for or have any obligations to pay any amounts under or with a final balloon payment due on respect to any of the Maturity Date which Simplified Purchase Agreements other than the Cash Buyer’s obligation to pay the Cash Consideration to the Stockholders’ Representative pursuant to Section 2.2(a) of this Agreement. Notwithstanding the foregoing sentence, Non-Signing Stockholders who are or become Rollover Stockholders shall receive Share Consideration (as defined below) and in such circumstances the foregoing sentence shall be read to include such Share Consideration as well as the fourth anniversary date of the Note. The Note shall be secured by a lien on the Acquired Assets and Buyer hereby grants a security interest in and to the Acquired Assets to Sellers, subject and subordinate to a first lien on the Acquired Assets granted by Buyer to its senior institutional lenderCash Consideration. (c) The Base Purchase Price shall be adjusted on a dollar-for-dollar basis to reflect any change in the value of certain assets of the Sellers as of the Closing Date as set forth below: (i) To the extent that accounts receivable net of bad debt reserves are greater than or less than $3,287,519 (the bad debt reserves as of the Closing Date will be $62,500); (ii) To the extent that prepaid assets of the Sellers are greater than or less than $94,408; and (iii) To the extent that deposits of Sellers are greater than or less than $75,300. (d) The Base Purchase Price shall be reduced in an amount equal to the value on the Closing Date of: (i) All trade payables of the Sellers assumed by the Buyer at the Closing; (ii) Deferred rent expenses, equipment loans, and capital leases reflected on the balance sheet of the Sellers; (iii) Any amounts accrued prior to the Closing Date in respect of utilities, wages (and other similar obligations of the Sellers, to the extent assumed and not otherwise paid at the Closing by Buyer) and rent, and any other operating expenses of the Sellers, including those items described in Schedule 1.4(d) hereto ("Accrued Expenses"), to the extent that such items are not paid with funds provided by Sellers; provided, however, that no reduction shall be made for Accrued Expenses which relate to the operation of the Business after the Closing.

Purchase Price and Payment. (a) The purchase price paid by the Buyer hereunder shall be $9,635,916 (the "Base Purchase Price")) -------------------------- -------------- for the Purchased Assets is Eleven Million Five Hundred Thousand Dollars ($11,500,000.00) subject to adjustment pursuant to this Section 3.3 and Section 3.4, adjusted in accordance with the provisions of Subsections 1.4(c) and (d) below (payable as so adjusted, the "Final Purchase Price").follows: (b) a. At the Closing, Buyer will deliver Purchaser shall pay in cash by wire transfer to the Sellers a Promissory Note in the principal face amount of One an account designated by Seller, Ten Million Five Hundred Thousand Dollars ($1,000,00010,500,000.00), to be minus the total dollar amount of the Customer Allowances set forth on Schedule 2.1(c). --------------- b. In the event that the actual amount paid by Purchaser in the form attached hereto as Exhibit B respect of Customer Allowances (the "NoteActual Customer Allowance ------------------------- Amount"). Payments under ) during the Note shall be based on a six (6) year amortization schedule commencing months from the Closing Date is either ------ less or greater than the amount of Customer Allowances set forth on Schedule 2.1(c) (the first day "Closing Date Customer Allowance Amount"), --------------- -------------------------------------- Purchaser or Seller as the case may be shall pay the other party for the shortfall or excess as follows: if the Actual Customer Allowance Amount is more than $25,000.00 greater than the Closing Date Customer Allowance Amount, Seller shall pay Purchaser, dollar for dollar calculated from $1.00 and above, the full amount by which the Actual Customer Allowance Amount exceeds the Closing Date Customer Allowance Amount; and if the Actual Customer Allowance Amount is more than $25,000.00 less than the Closing Date Customer Allowance Amount, Purchaser shall pay Seller, dollar for dollar calculated from $1.00 and above, the full amount by which the Closing Date Customer Allowance Amount exceeds the Actual Customer Allowance Amount. Any payment due under the preceding provisions of the fourteenth (14ththis Section 3.3(b) month after the date thereof. During the first thirteen (13) months of the term of the Note, no payments shall will be made under within seven (7) business days following the Note and interest shall accrue on the unpaid balance at the annual rate end of twelve (12%) percentsuch 6-month period. In the thirteenth (13th) month of such termevent that, Sellers shall be entitled to a lump sum payment of all the interest then accrued. From and after the thirteenth (13th) month until the final payment is made on the Maturity Date (as defined in the Note), interest shall accrue at a yearly rate of nine percent (9%). In addition, regular payments of principal and interest under the Note will commence in the fourteenth (14th) month and shall be made monthly thereafter with a final balloon payment due on the Maturity Date which shall be the fourth anniversary date of the Note. The Note shall be secured by a lien on the Acquired Assets and Buyer hereby grants a security interest in and to the Acquired Assets to Sellers, subject and subordinate to a first lien on the Acquired Assets granted by Buyer to its senior institutional lender. (c) The Base Purchase Price shall be adjusted on a dollar-for-dollar basis to reflect any change in the value of certain assets of the Sellers as of the Closing Date as set forth below: (i) To any customer off-sets the extent that accounts receivable net amount of bad debt reserves are greater than or less than $3,287,519 (the bad debt reserves as of the Closing Date will be $62,500); (ii) To the extent that prepaid assets of the Sellers are greater than or less than $94,408; and (iii) To the extent that deposits of Sellers are greater than or less than $75,300. (d) The Base Purchase Price shall be reduced in an amount equal to the value on the Closing Date of: (i) All trade payables of the Sellers any Customer Allowance assumed by Purchaser under Section 2.1 hereof from any amount due and owing from the Buyer at the Closing; customer to Seller, Purchaser shall reimburse Seller for such amount within 7 business days of receipt of written notice (ii) Deferred rent expenses, equipment loans, and capital leases reflected on the balance sheet of the Sellers; (iii) Any amounts accrued prior to the Closing Date in respect of utilities, wages (and other similar obligations of the Sellers, to the extent assumed and not otherwise paid at the Closing by Buyer) and rent, and any other operating expenses of the Sellers, including those items described in Schedule 1.4(d) hereto ("Accrued Expenses"), to the extent that such items are not paid together with funds supporting documentation provided by Sellerssuch customer with respect to such offset) from Seller of such offset; provided, however, that no reduction any amount reimbursed to Seller pursuant to this sentence shall be made included as having been paid by Purchaser for Accrued Expenses which relate purposes of determining the Actual Customer Allowance Amount. c. At the Closing, One Million Dollars ($1,000,000.00) of the Purchase Price (the "Escrow Amount") shall be paid to The Capital ------------- Trust Company of Delaware (the "Escrow Agent") to be held in escrow ------------ and disbursed in accordance with the terms set forth below in this subsection (c) and the Escrow Agreement attached hereto as Attachment B. In the event that the greater of the amount of (1) the aggregate of gross sales of Products by Seller from April 1, 2003 through Closing and by Purchaser from Closing through March 31, 2004 or (2) the aggregate of gross sales of Products by Seller from May 1, 2003 through Closing and by Purchaser from Closing through April 30, 2004 (such greater amount hereinafter referred to as the "Gross Sale ---------- Amount") is less than or equal to $14.5 million, the Escrow Amount ------ shall be returned to Purchaser. In the event the Gross Sale Amount is greater than or equal to $16.5 million, the Escrow Amount will be paid to Seller. In the event the Gross Sale Amount is greater than $14.5 million but less than $16.5 million the Escrow Amount will be divided proportionately between Purchaser and Seller. (By way of illustration: if the Gross Sale Amount is $16.0 million, $250,000 of the Escrow Amount will be returned to Purchaser and $750,000 of the Escrow Amount will be paid to Seller). The gross sales of Products by Seller through the Closing Date that shall be included in the Gross Sales Amount pursuant to this Section 3.3(c) shall be as reflected on Schedule 3.3(c). For purposes --------------- of determining disbursement of the Escrow Amount under the foregoing terms of this Section 3.3(c), it is hereby acknowledged and agreed that Purchaser may operate the Business post-Closing and sell and market Products as Purchaser deems appropriate in its sole discretion, including but not limited to the operation right, exercisable in Purchaser's sole discretion, to sell or not to sell to any of the Business Seller's existing customers. Within fifteen (15) business days after the Closingend of each calendar month during the period from the Closing Date through April 30, 2004, Purchaser shall provide Seller with a report detailing its gross sales of Products for such month.

Purchase Price and Payment. Subject to the terms and conditions of this Agreement, the aggregate purchase price to be paid by Purchaser to Seller for the Business Assets shall be computed and paid as follows: (a) The purchase price paid by the Buyer hereunder shall be Five Hundred Thousand Dollars ($9,635,916 500,000) (the "Base Purchase PriceClosing Payment"). On the Closing Date, adjusted Purchaser shall pay the Closing Payment in accordance Immediately Available Funds (i) first, to deposit with the provisions Escrow Agent Fifteen Thousand Dollars ($15,000) of Subsections 1.4(c) the Closing Payment, and (dii) below (as so adjustedsecond, to pay the "Final Purchase Price")remainder of the Closing Payment. (b) At the Closing, Buyer will deliver to the Sellers a Promissory Note in the principal face amount of One Million Five Hundred Fifty Thousand Dollars ($1,000,000), to be in the form attached hereto as Exhibit B 550,000) (the "NotePost-Closing Payment") payable on the date that is one hundred twenty (120) days following the Closing. On the date that is one hundred twenty (120) days following the Closing Date, Purchaser shall pay the Post-Closing Payment in Immediately Available Funds (i) first to deposit with the Escrow Agent Fifteen Thousand Dollars ($15,000) of the Post-Closing Payment (this $15,000 deposit, together with the cash deposited with the Escrow Agent at the time of Closing is referred to herein as the "Escrow Cash"). Payments under , and (ii) to pay the Note shall be based on a six (6) year amortization schedule commencing on the first day remainder of the fourteenth (14th) month after Post- Closing Payment to the date thereofSeller. During Escrow Agent shall hold the first thirteen (13) months of Escrow Cash in an interest-bearing escrow account and shall disburse funds therefrom in accordance with the term of the Note, no payments shall be made under the Note Escrow Agreement. Seller acknowledges that its legal and interest shall accrue on the unpaid balance at the annual rate of twelve (12%) percent. In the thirteenth (13th) month of such term, Sellers shall be entitled to a lump sum payment of all the interest then accrued. From and after the thirteenth (13th) month until the final payment is made on the Maturity Date (as defined beneficial interests in the Note), interest shall accrue at a yearly rate of nine percent (9%). In addition, regular payments of principal and interest under the Note will commence in the fourteenth (14th) month and shall be made monthly thereafter with a final balloon payment due on the Maturity Date which shall be the fourth anniversary date of the Note. The Note shall be secured by a lien on the Acquired Assets and Buyer hereby grants a security interest in and Escrow Cash are subject to the Acquired Assets to Sellers, subject terms of this Agreement and subordinate to a first lien on the Acquired Assets granted by Buyer to its senior institutional lenderEscrow Agreement. (c) The Base Purchase Price shall be adjusted Six Hundred Thousand Dollars ($600,000) in Immediately Available Funds payable in installments of Fifty Thousand Dollars ($50,000) on a dollar-for-dollar quarterly basis to reflect any change in the value of certain assets of the Sellers as of over three years from the Closing Date in arrears. (d) One Hundred Thirty-Three Thousand Dollars ($133,000) in Immediately Available Funds payable on the date that is ninety (90) days following the end of the First Contract Year. (e) One Hundred Thirty-Three Thousand Dollars ($133,000) in Immediately Available Funds payable on the date that is ninety (90) days following the end of the Second Contract Year. (f) One Hundred Thirty-Three Thousand Dollars ($133,000) in Immediately Available Funds payable on the date that is ninety (90) days following the end of the Third Contract Year. (g) The following contingent amounts payable if Purchaser, as set forth belowit conducts the Continuing Business, attains: (i) To the extent that accounts receivable net of bad debt reserves are greater than or less than $3,287,519 (the bad debt reserves as of the Closing Date will be $62,500);First Level Performance Targets, such amounts set forth in Schedule 2.4(g)(i) hereto; and (ii) To the extent that prepaid assets Second Level Performance Targets, such amounts set forth in Schedule 2.4(g)(ii) hereto. Within ninety (90) days following the end of each of the Sellers are greater than or less than $94,408; and (iii) To First Contract Year, the extent that deposits of Sellers are greater than or less than $75,300. (d) The Base Purchase Price Second Contract Year and the Third Contract Year, Purchaser shall be reduced pay to Seller in an amount equal Immediately Available Funds any amounts due to the value on the Closing Date of: (i) All trade payables of the Sellers assumed by the Buyer at the Closing; (ii) Deferred rent expenses, equipment loans, and capital leases reflected on the balance sheet of the Sellers; (iii) Any amounts accrued prior to the Closing Date Seller in respect of utilities, wages (and other similar obligations of the Sellers, to the extent assumed and not otherwise paid at the Closing by Buyeraccordance with Sections 2.4(g)(i) and rent, and any other operating expenses of the Sellers, including those items described in Schedule 1.4(d2.4(g)(ii) hereto ("Accrued Expenses"), to the extent that such items are not paid with funds provided by Sellers; provided, however, that no reduction shall be made for Accrued Expenses which relate to the operation of the Business after the Closinghereof.

Purchase Price and Payment. (a) The total purchase price (the “Purchase Price”) for the Shares and the ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Interest, which shall be each delivered at the Closing to Buyer free and clear of all Liens, is Three Hundred Forty Seven Million and 00/100 Dollars ($347,000,000.00), which shall be payable at the Closing, as hereinafter defined, after adjustment for prorations, credits and cost allocations provided for in this Contract, in lawful currency of the United States of America by deposit with the Title Company (hereinafter defined) of immediately available funds to an account designated by Seller prior to the Closing. Buyer shall receive a credit against the Purchase Price in amount equal to the outstanding principal balances on the Closing Date of the MetLife Loans and of the Other First Loan (as hereinafter defined), which such Other First Loan shall be paid in full by Buyer immediately following Closing, subject to the terms and conditions of Section 2 below and Seller’s obligation and covenant to obtain a pay off letter from each of the holders of the Other First Loan, at its sole cost and expense, in form and substance satisfactory to Buyer and the Title Company in their reasonable discretion. Buyer shall receive a credit against the Purchase Price in the sum of (x) the amount of $369,000, being the liquidation price of the Series A Preferred Stock of the Company, and (y) the twelve percent (12%) dividend payable to the holders of the Series A Preferred Stock of the Company for the period from the date of Closing through December 31, 2003. Seller, at or prior to Closing, shall cause the Company to pay any accrued and unpaid dividend due such holders, plus the twelve percent (12%) dividend for the period from January 1, 2003 through Closing. Of the total Purchase Price, Ninety-Two Million Five Hundred Thousand Dollars ($92,500,000.00) is allocated to the value of the ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Property and Seventy Million Dollars ($70,000,000.00) to the value of the assets of the Company in the 400 Virginia Property, being the property owned by 400 Virginia. The 400 Virginia Property is presently encumbered by a First Deed of Trust dated February 13, 2002, which secures a Promissory Note of that date from 400 Virginia to Bayerische Hypo-und Vereinsbank, AG, New York Branch (“Hypo”) in the original principal sum of $37,275,000 (the “Other First Loan”). The ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Property is presently encumbered by a First Deed of Trust dated November 14, 2002, which secures a Promissory Note of that date from ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ to MetLife in the original principal sum of $43,600,000 (the “4250 N. Fairfax Loan”) which will be paid by Seller at Closing from the Buyer hereunder shall be $9,635,916 (the "Base Purchase Price"), adjusted in accordance with the provisions of Subsections 1.4(c) and (d) below (as so adjusted, the "Final Purchase Price")Price proceeds. (b) At the ClosingAs security for Buyer’s performance hereunder, Buyer will deliver to the Sellers a Promissory Note in the principal face amount of One Three Million Dollars ($1,000,000), 3,000,000) (which together with interest thereon is referred to be in as the form attached hereto as Exhibit B “Initial Deposit”) was deposited into escrow by Buyer with Chicago Title Insurance Company (the "Note"“Escrow Agent”). Payments under the Note The Initial Deposit shall be based on a six (6) year amortization schedule commencing on the first day of the fourteenth (14th) month after the date thereof. During the first thirteen (13) months of the term of the Noteheld in an interest bearing account with interest accruing to Buyer, no payments shall be made under the Note and interest shall accrue on the unpaid balance at the annual rate of twelve (12%) percent. In the thirteenth (13th) month of such term, Sellers shall be entitled to a lump sum payment of all the interest then accrued. From and after the thirteenth (13th) month until the final payment is made on the Maturity Date (as defined in the Note), interest shall accrue at a yearly rate of nine percent (9%). In addition, regular payments of principal and interest under the Note will commence in the fourteenth (14th) month and shall be made monthly thereafter refundable if for any (or no) reason Buyer, in its sole discretion, elects not to proceed with the purchase of the Shares and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Interest and the other transactions described herein and notifies Seller in writing of such election on or prior to the end of the Due Diligence Period (as herein defined). If, after the expiration of the Due Diligence Period, Buyer has not notified Seller of its intent not to proceed toward Closing, Buyer, within one (1) business day after the expiration of the Due Diligence Period, will deposit into escrow with Escrow Agent a final balloon payment due on second deposit in the Maturity Date amount of Seven Million Dollars ($7,000,000.00) (the Second Deposit, which collectively with the Initial Deposit, and all interest accrued thereon is herein the “Deposit”). The Deposit shall be the fourth anniversary date of the Note. The Note shall be secured by a lien on the Acquired Assets held and Buyer hereby grants a security interest in and to the Acquired Assets to Sellersdisbursed as provided herein and, subject and subordinate to a first lien on the Acquired Assets granted by Buyer to its senior institutional lender. (c) The Base Purchase Price shall be adjusted on a dollar-for-dollar basis to reflect any change in the value of certain assets of the Sellers as of the Closing Date as set forth below: (i) To the extent that accounts receivable net of bad debt reserves are greater than or less than $3,287,519 (the bad debt reserves as of the Closing Date will be $62,500); (ii) To the extent that prepaid assets of the Sellers are greater than or less than $94,408; and (iii) To the extent that deposits of Sellers are greater than or less than $75,300. (d) The Base Purchase Price shall be reduced in an amount equal to the value on the Closing Date of: (i) All trade payables of the Sellers assumed by the Buyer at the Closing; (ii) Deferred rent expenses, equipment loans, and capital leases reflected on the balance sheet of Deposit shall be applied in full toward the Sellers; (iii) Any amounts accrued prior Purchase Price. Notwithstanding anything herein to the Closing Date in respect of utilitiescontrary, wages other than the Permitted Liabilities (as described herein) and other similar obligations of the Sellers, then only to the extent assumed and contemplated to survive hereunder, Buyer shall not assume, or otherwise paid at be responsible for, any liabilities of Seller, the Company, the LLCs or any of their affiliates, arising out of occurrences on or before the Closing by Buyer) and rentincluding without limitation, any liabilities or obligations related to the Excluded Assets, Excluded Contracts, and the 4250 N. Fairfax Loan, or any other operating expenses liabilities of the Sellers, including those items described in Schedule 1.4(d) hereto ("Accrued Expenses"), to the extent that such items are not paid with funds provided by Sellers; provided, however, that no reduction shall be made for Accrued Expenses which relate to the operation Seller arising out of the Business occurrences after the ClosingClosing (the “Excluded Liabilities”).

Purchase Price and Payment. (a) The purchase price paid by the Buyer to ISI for all buffycoats it purchases hereunder shall be $9,635,916 (the "Base Purchase Price"), adjusted in accordance with the provisions of Subsections 1.4(c) and (d) below (as so adjusted, the "Final Purchase Price")determined pursuant to Schedule 1.3. (b) At As soon as practicable after the Closingend of each of the first eleven months of each Year, Buyer ARC shall invoice ISI for buffycoats purchased in such month and the related shipping expenses, with the price per buffycoat determined by assuming that the Buffycoat Number for such Year will deliver to equal the Sellers Buffycoat Number for such month multiplied by 12. As soon as practicable after the end of the twelfth month of each Year, ARC shall send ISI a Promissory Note in the principal face amount of One Million Dollars ($1,000,000), to be in the form attached hereto as Exhibit B final invoice for such Year (the "NoteFinal Invoice"). Payments under ) in an amount equal to (i) the Note shall be based on a six number of buffycoats purchased in such Year multiplied by the price per buffycoat less (6ii) year amortization schedule commencing on the first day aggregate amount of the fourteenth previous eleven invoices for such Year (14thexcluding shipping expenses) month after plus (iii) the date thereof. During the first thirteen (13) months of the term of the Note, no payments shall be made under the Note and interest shall accrue on the unpaid balance at the annual rate of twelve (12%) percent. In the thirteenth (13th) month of shipping expenses incurred in such term, Sellers shall be entitled to a lump sum payment of all the interest then accrued. From and after the thirteenth (13th) month until the final payment is made on the Maturity Date (as defined in the Note), interest shall accrue at a yearly rate of nine percent (9%). In addition, regular payments of principal and interest under the Note will commence in the fourteenth (14th) month and shall be made monthly thereafter with a final balloon payment due on the Maturity Date which shall be the fourth anniversary date of the Note. The Note shall be secured by a lien on the Acquired Assets and Buyer hereby grants a security interest in and to the Acquired Assets to Sellers, subject and subordinate to a first lien on the Acquired Assets granted by Buyer to its senior institutional lendermonth. (c) The Base Purchase Price For invoices relating to the first Year, ISI shall be adjusted on a dollar-for-dollar basis to reflect any change pay (i) * % of each invoiced amount in cash within 30 days from the value date of certain assets such invoice and (ii) the remaining * % of each invoiced amount (the Sellers as of the Closing Date "Unpaid Amount") as set forth below: in Sections 1.3(m) and (i) To the extent that accounts receivable net of bad debt reserves are greater than or less than $3,287,519 (the bad debt reserves as of the Closing Date will be $62,500n); (ii) To the extent that prepaid assets of the Sellers are greater than or less than $94,408; and (iii) To the extent that deposits of Sellers are greater than or less than $75,300. (d) The Base Purchase Price shall be reduced in an amount equal If ISI gives ARC, or ARC gives ISI, not later than April 1, 1998 (the "First Anniversary Date"), a notice (the "Equity Election") that it elects to have this sentence apply to invoices relating to the value on second Year, then for invoices relating to the Closing Date of: second Year, ISI shall pay (i) All trade payables * % of each invoiced amount in cash within 30 days from the Sellers assumed by the Buyer at the Closing; date of such invoice and (ii) Deferred rent expensesthe Unpaid Amount as set forth in Sections 1.3(m) and (n). If the Equity Election is not made, equipment loansfor invoices relating to the second Year, and capital leases reflected ISI shall pay 100% of each invoiced amount in cash within 30 days from the date of such invoice. (e) If the Market Price on the balance sheet of First Anniversary Date (the Sellers; "First Anniversary Price") exceeds the Market Price on the date this Agreement is executed (iii) Any amounts accrued prior to the Closing Date in respect of utilities, wages (and other similar obligations of the Sellers, to the extent assumed and not otherwise paid at the Closing by Buyer) and rent, and any other operating expenses of the Sellers, including those items described in Schedule 1.4(d) hereto ("Accrued ExpensesOpening Price"), ISI will issue to the extent that such items are not paid with funds provided by Sellers; providedARC, however, that no reduction shall be made for Accrued Expenses which relate to the operation of the Business as soon as practicable after the Closing.First Anniversary Date, a number of shares (the "First Shares") of common stock, par value $.01 per share (the "Common Stock"), of ISI calculated as follows: [(First Anniversary Price - Opening Price) x Formula Share Number] , First

Purchase Price and Payment. (a) 2.3.1 The total purchase price paid by for the Buyer hereunder Equity Interests shall be $9,635,916 12,425,000.00 (the "Base “Purchase Price"), adjusted in accordance with the provisions of Subsections 1.4(c) and (d) below (as so adjusted, the "Final Purchase Price"”). (b) 2.3.2 At the Closing, Buyer will deliver to Purchaser shall pay the Sellers a Promissory Note Purchase Price in the principal face following manner: 2.3.2.1 Purchaser shall determine in its sole discretion the allocation of Purchase Price as to cash and the allocation of Purchase Price as to stock. The portion of the Purchase Price payable in cash (such amount being, the “Cash Component”) must be at least $6,425,000.00 but not more than $10,425,000 (in each case inclusive of One Million Dollars ($1,000,000), to be in the form attached hereto as Exhibit B (the "Note"▇▇▇▇▇▇▇ Money Deposit). Payments under the Note shall be based on a six (6) year amortization schedule commencing on the first day The remaining portion of the fourteenth (14th) month after the date thereof. During the first thirteen (13) months of the term of the Note, no payments shall be made under the Note and interest shall accrue on the unpaid balance at the annual rate of twelve (12%) percent. In the thirteenth (13th) month of such term, Sellers shall be entitled to a lump sum payment of all the interest then accrued. From and after the thirteenth (13th) month until the final payment is made on the Maturity Date (as defined in the Note), interest shall accrue at a yearly rate of nine percent (9%). In addition, regular payments of principal and interest under the Note will commence in the fourteenth (14th) month and shall be made monthly thereafter with a final balloon payment due on the Maturity Date which shall be the fourth anniversary date of the Note. The Note shall be secured by a lien on the Acquired Assets and Buyer hereby grants a security interest in and to the Acquired Assets to Sellers, subject and subordinate to a first lien on the Acquired Assets granted by Buyer to its senior institutional lender. (c) The Base Purchase Price shall be adjusted on payable with a dollar-for-dollar basis number of shares of Galaxy Common Stock having an aggregate value equal to reflect any change in the value of certain assets of the Sellers as of the Closing Date as set forth below: (i) To the extent that accounts receivable net of bad debt reserves are greater than or less than $3,287,519 (the bad debt reserves as of the Closing Date will be $62,500); (ii) To the extent that prepaid assets of the Sellers are greater than or less than $94,408; and (iii) To the extent that deposits of Sellers are greater than or less than $75,300. (d) The Base Purchase Price shall be reduced in (using the Applicable Stock Price), less, an amount equal to the value on Cash Component (such number of shares being, in the aggregate, the “Stock Component”). The percentages that each of the Cash Component and the Stock Component make up of the Purchase Price are referred to respectively as the “Cash Percentage” and the “Stock Percentage”. 2.3.2.2 The parties shall cause the Deposit Agent to continue to hold the ▇▇▇▇▇▇▇ Money Deposit ($250,000.00). 2.3.2.3 Purchaser shall deliver and deposit with the Deposit Agent an amount of cash (“Closing Cash Escrow Payment”) equal to (a) the product obtained by multiplying the Total Holdback Amount by the Cash Percentage, less (b) the ▇▇▇▇▇▇▇ Money Deposit. Once the Closing Date of:Cash Escrow Payment is delivered to the Deposit Agent, the Closing Cash Escrow Payment and the ▇▇▇▇▇▇▇ Money Deposit are referred to together as the “Cash Holdback”. 2.3.2.4 Purchaser shall issue in the name of Sellers in accordance with each Seller’s Pro Rata Share, but hold and reserve on its stock ledger pursuant to Section 2.6.1 below, a number of shares of Galaxy Common Stock (i“Stock Holdback”) All trade payables equal to the product obtained by multiplying the Total Holdback Amount by the Stock Percentage. 2.3.2.5 Purchaser shall deliver to the Sellers in accordance with each Seller’s Pro Rata Share by wire transfer of immediately available funds to the bank accounts of the Sellers assumed set forth in a written letter of direction executed by each Seller and delivered to Purchaser at least 5 days prior to Closing, an amount of cash equal to the Buyer at Cash Component less the Closing;Cash Holdback. (ii) Deferred rent expenses2.3.2.6 Purchaser shall issue to the Sellers in accordance with each Seller’s Pro Rata Share a number of shares of Galaxy Common Stock equal to the Stock Component less the Stock Holdback. 2.3.3 Notwithstanding anything to the contrary, equipment loans, and capital leases reflected on the balance sheet Purchaser shall be permitted to withhold any amounts of the Sellers; (iii) Any amounts accrued prior Purchase Price as required by Law with respect to any Seller that is a foreign person within the Closing Date in respect meaning of utilities, wages (and other similar obligations Section 1445 of the Sellers, to the extent assumed and not otherwise paid at the Closing by Buyer) and rent, and any other operating expenses of the Sellers, including those items described in Schedule 1.4(d) hereto ("Accrued Expenses"), to the extent that such items are not paid with funds provided by SellersCode; provided, however, that no (i) before any such deduction and withholding, Purchaser shall give the Sellers five (5) days prior written notice of its intent to deduct and withhold, (ii) Purchaser shall cooperate in good faith with the Sellers in efforts to obtain reduction of or relief from such deduction and withholding, and (iii) Purchaser shall timely remit to the appropriate Governmental Authority any and all amounts so deducted and withheld and provide to Sellers such information statements and other documents required to be filed or provided under applicable Law. All such amounts deducted, withheld and remitted by Purchaser shall be made for Accrued Expenses which relate treated as delivered to the operation of the Business after the ClosingSellers.

Purchase Price and Payment. The total purchase price to be paid to the Sellers by Buyer for the Equity Interests shall be US$30,000,000, subject to the provisions of Section 2.4, below, minus the Transaction Expenses and the Closing Indebtedness (the “Purchase Price”). At the First Closing, Buyer shall: (a) The purchase price paid Make a payment, by the Buyer hereunder shall be $9,635,916 (the "Base Purchase Price")wire transfer of immediately available funds, adjusted in accordance with the provisions of Subsections 1.4(c) and (d) below (as so adjusted, the "Final Purchase Price"). (b) At the Closing, Buyer will deliver to the Sellers a Promissory Note in the principal face amount of One Million Dollars ($1,000,000), to be in the form attached hereto as Exhibit B (the "Note"). Payments under the Note shall be based on a six (6) year amortization schedule commencing on the first day of the fourteenth (14th) month after the date thereof. During the first thirteen (13) months of the term of the Note, no payments shall be made under the Note and interest shall accrue on the unpaid balance at the annual rate of twelve (12%) percent. In the thirteenth (13th) month of such term, Sellers shall be entitled to a lump sum payment of all the interest then accrued. From and after the thirteenth (13th) month until the final payment is made on the Maturity Date (as defined in the Note), interest shall accrue at a yearly rate of nine percent (9%). In addition, regular payments of principal and interest under the Note will commence in the fourteenth (14th) month and shall be made monthly thereafter with a final balloon payment due on the Maturity Date which shall be the fourth anniversary date of the Note. The Note shall be secured by a lien on the Acquired Assets and Buyer hereby grants a security interest in and to the Acquired Assets to Sellers, subject and subordinate to a first lien on the Acquired Assets granted by Buyer to its senior institutional lender. (c) The Base Purchase Price shall be adjusted on a dollar-for-dollar basis to reflect any change in the value of certain assets of the Sellers as of the Closing Date as set forth below: (i) To the extent that accounts receivable net of bad debt reserves are greater than or less than $3,287,519 (the bad debt reserves as of the Closing Date will be $62,500); US$26,950,000, (ii) To plus the extent that prepaid assets of the Sellers are greater than or less than $94,408; and First Closing Estimated NWC Surplus (if any), (iii) To minus the extent that deposits of Sellers are greater than or less than $75,300. First Closing Estimated NWC Deficit (dif any), (iv) The Base Purchase Price shall be reduced in an amount equal to plus US$33,344.00, (v) minus the value on the First Closing Date of: (i) All trade payables of the Sellers assumed by the Buyer at the Closing; (ii) Deferred rent expenses, equipment loansIndebtedness, and capital leases reflected on (vi) minus the balance sheet of Transaction Expenses (the “First Closing Cash Payment”) to the Sellers; (iiib) Any Make a payment, by wire transfer of immediately available funds, of the Transaction Expenses, to the Persons and in the amounts accrued identified on the First Closing Payment Statement; (c) Make a payment, by wire transfer of immediately available funds, of the First Closing Indebtedness, to the Persons and in the amounts identified on the First Closing Payment Statement; (d) Deposit the Escrow Amount with the Escrow Agent pursuant to Section 2.3 below; and (e) Deliver to the Sellers shares of Parent Stock having a value of US$1,500,000), in the amounts set forth next to their respective names in the First Closing Consideration Spreadsheet. The number of shares of Parent Stock shall be calculated and paid based upon the volume weighted average price of the Parent Stock during the ten trading days preceding the fourth Business Day prior to the Closing Date in respect First Closing. At the Second Closing, Buyer shall: (a) make a payment, by wire transfer of utilitiesimmediately available funds, wages of (and other similar obligations of i) US$50,000) to the Sellers, (ii) plus the Second Closing Estimated NWC Surplus (if any), (iii) minus the Second Closing Estimated NWC Deficit (if any), and (iv) minus the Second Closing Indebtedness (the “Second Closing Cash Payment”) to the extent assumed and not otherwise paid at the Closing Sellers; and (b) Make a payment, by Buyer) and rentwire transfer of immediately available funds, and any other operating expenses of the Sellers, including those items described in Schedule 1.4(d) hereto ("Accrued Expenses")Second Closing Indebtedness, to the extent that such items are not paid with funds provided by Sellers; provided, however, that no reduction shall be made for Accrued Expenses which relate to Persons and in the operation of amounts identified on the Business after the ClosingSecond Closing Payment Statement.

Purchase Price and Payment. (a) The purchase price paid In consideration of the sale, transfer, conveyance, assignment and delivery of Sellers' right, title and interest to the Assets to the Purchaser, and in reliance upon the representations, warranties and covenants made herein by the Buyer hereunder Sellers, the Purchaser shall be $9,635,916 pay the Sellers (the "Base Purchase Price"), adjusted in accordance with the provisions of Subsections 1.4(c) and (d) below (as so adjusted, the "Final Purchase Price"). (bi) At the Closing, Buyer will deliver to the Sellers a Promissory Note in the principal face amount aggregate sum of One Million Eight Hundred Twenty Five Thousand Dollars ($1,000,000), to be 825,000) in the form attached hereto as Exhibit B cash and (ii) a number of shares of restricted unregistered common stock of PhyMatrix Corp. (the "NoteShares") with a fair market value equal to Eight Million Five Hundred Thousand Dollars ($8,500,000). Payments under the Note , which number shall be based on a six determined by dividing $8,500,000 by the average closing price per share of PhyMatrix Corp. (6"PhyMatrix") year amortization schedule commencing on common stock for the first day of the fourteenth ten (14th10) month after the date thereof. During the first thirteen (13) months of the term of the Note, no payments shall be made under the Note and interest shall accrue on the unpaid balance at the annual rate of twelve (12%) percent. In the thirteenth (13th) month of such term, Sellers shall be entitled to a lump sum payment of all the interest then accrued. From and after the thirteenth (13th) month until the final payment is made on the Maturity Date (as defined in the Note), interest shall accrue at a yearly rate of nine percent (9%). In addition, regular payments of principal and interest under the Note will commence in the fourteenth (14th) month and shall be made monthly thereafter with a final balloon payment due on the Maturity Date which shall be the fourth anniversary date of the Note. The Note shall be secured by a lien on the Acquired Assets and Buyer hereby grants a security interest in and to the Acquired Assets to Sellers, subject and subordinate to a first lien on the Acquired Assets granted by Buyer to its senior institutional lender. (c) The Base Purchase Price shall be adjusted on a dollar-for-dollar basis to reflect any change in the value of certain assets of the Sellers as of days preceding the Closing Date as set forth below: (i) To the extent that accounts receivable net of bad debt reserves are greater than or less than $3,287,519 (the bad debt reserves as of the Closing Date will be $62,500); (ii) To the extent that prepaid assets of the Sellers are greater than or less than $94,408; and (iii) To the extent that deposits of Sellers are greater than or less than $75,300. (d) quoted on NASDAQ. The Base Purchase Price following legend shall be reduced in an amount equal to the value stamped on the Closing Date of: (i) All trade payables of the Sellers assumed by the Buyer at the Closing; (ii) Deferred rent expensesShares: THE SHARES REPRESENTED BY THIS GTH\ECKW\456126.4\09/27/96 3 CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, equipment loansAS AMENDED, and capital leases reflected on the balance sheet of the Sellers; (iii) Any amounts accrued prior to the Closing Date in respect of utilitiesAND MAY NOT BE SOLD, wages (and other similar obligations of the SellersTRANSFERRED OR OTHERWISE DISPOSED OF BY THE HOLDER WITHOUT AN EFFECTIVE REGISTRATION STATEMENT BEING FILED UNDER OR PURSUANT TO SAID ACT OR AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER THAT AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THIS CERTIFICATE IS SUBJECT TO THE PROVISIONS OF AN ASSET PURCHASE AGREEMENT DATED AUGUST ___, to the extent assumed and not otherwise paid at the Closing by Buyer) and rent1996, and any other operating expenses of the SellersTHE ORIGINAL OF WHICH IS ON FILE IN THE MINUTE BOOK OF THE COMPANY. ANY SALE, including those items described in Schedule 1.4(d) hereto ("Accrued Expenses")TRANSFER, to the extent that such items are not paid with funds provided by Sellers; providedPLEDGE, however, that no reduction shall be made for Accrued Expenses which relate to the operation of the Business after the ClosingASSIGNMENT OR ENCUMBRANCE OF THE SHARES REPRESENTED BY THIS CERTIFICATE NOT IN CONFORMITY WITH SAID AGREEMENT SHALL BE INVALID AND VOID.

Purchase Price and Payment. (a) The purchase price paid by for the Buyer hereunder shall be $9,635,916 Purchased Assets (the "Base “Purchase Price"), adjusted in accordance with the provisions of Subsections 1.4(c”) and (d) below (as so adjusted, the "Final Purchase Price"). (b) At the Closing, Buyer will deliver to the Sellers a Promissory Note in the principal face amount of One is Thirteen Million Two Hundred Thousand Dollars ($1,000,000), to be in the form attached hereto as Exhibit B 13,200,000) (the "Note"). Payments under the Note shall be based on a six (6“Closing Payment”) year amortization schedule commencing on the first day of the fourteenth (14th) month after the date thereof. During the first thirteen (13) months of the term of the Note, no payments shall be made under the Note and interest shall accrue on the unpaid balance at the annual rate of twelve (12%) percent. In the thirteenth (13th) month of such term, Sellers shall be entitled to a lump sum payment of all the interest then accrued. From and after the thirteenth (13th) month until the final payment is made on the Maturity Date (as defined in the Note), interest shall accrue at a yearly rate of nine percent (9%). In addition, regular payments of principal and interest under the Note will commence in the fourteenth (14th) month and shall be made monthly thereafter with a final balloon payment due on the Maturity Date which shall be the fourth anniversary date of the Note. The Note shall be secured by a lien on the Acquired Assets and Buyer hereby grants a security interest in and to the Acquired Assets to Sellers, subject and subordinate to a first lien on the Acquired Assets granted by Buyer to its senior institutional lender. (c) The Base Purchase Price shall be adjusted on a dollar-for-dollar basis to reflect any change in the value of certain assets of the Sellers as of the Closing Date as set forth below: (i) To the extent that accounts receivable net of bad debt reserves are greater than or less than $3,287,519 (the bad debt reserves as of the Closing Date will be $62,500); (ii) To the extent that prepaid assets of the Sellers are greater than or less than $94,408; and (iii) To the extent that deposits of Sellers are greater than or less than $75,300. (d) The Base Purchase Price shall be reduced in plus an amount equal to the value on Additional Payments, if any, made to Sellers under Section 3.3. As partial consideration for the sale, assignment, transfer and delivery of the Purchased Assets, the assumption of the Assumed Liabilities, and the execution and delivery of this Agreement and any related documents referenced herein (collectively, the “Transaction Documents”) by Sellers to Purchaser, Purchaser will make the Closing Date ofPayment at the Closing as follows: 3.1.1 Purchaser will pay Sellers, in the aggregate, Twelve Million Nine Hundred Fifty Thousand Dollars (i$12,950,000) All trade payables in cash by wire transfer of the immediately available funds pursuant to wire instructions that Sellers assumed by the Buyer will supply to Purchaser at the Closing; least three (ii3) Deferred rent expenses, equipment loans, and capital leases reflected on the balance sheet of the Sellers; (iii) Any amounts accrued days prior to the Closing Date in respect of utilities, wages (and other similar obligations Date. Each Seller will receive that percentage of the Cash Payment as indicated on Schedule 3.1.1 attached hereto and incorporated herein by this reference (each such payment percentage, a “Seller Percentage”). Further distributions by each Seller to the Principals must be made in the percentages indicated in Schedule 3.1.2. 3.1.2 Purchaser will cause Parent to issue to Sellers, in the aggregate, a number of unregistered shares of the common stock of Parent (“Parent Stock”) calculated by dividing Two Hundred Fifty Thousand Dollars ($250,000) by the average closing price of Parent’s common stock on NASDAQ for the twenty (20) trading days immediately preceding the Closing Date. Purchaser will issue each Seller an amount of Parent Stock calculated by multiplying the aggregate amount of Parent Stock by such Seller’s Seller Percentage, and will cause the certificates representing the Parent Stock to be delivered to Sellers within five (5) business days after the Closing Date. At the direction of any Seller, and upon receipt of a duly executed stock power by such Seller, Parent will facilitate the distribution of the Parent Stock by such Seller to the extent assumed and not otherwise paid at Principals holding its equity in such percentages as reflect their ownership interest in such Seller as of the Closing Date, by Buyer) and rent, and any other operating expenses reissuing stock certificates to such Distributees. The percentage ownership interests of the SellersPrincipals with respect to each Seller are listed on Schedule 3.1.2 attached hereto and incorporated herein by this reference (each such percentage interest, including those items described in Schedule 1.4(d) hereto ("Accrued Expenses"a “Principal Percentage Interest”), by reissuing stock certificates to such Distributees. 3.1.3 Notwithstanding anything to the extent that such items are not paid contrary contained herein, Purchaser may, at Purchaser’s sole option on or before the Closing Date, substitute the Parent Stock with funds provided by Sellers; provided, however, that no reduction shall Two Hundred Fifty Thousand Dollars ($250,000) in cash to be included in the payment made for Accrued Expenses which relate to the operation of the Business after the Closingunder Section 3.1.1.