Asset Purchase Agreement between ViaSource Communications, Inc., DSC Acquisition, Inc., and DS Cable TV Contractor, Inc.

Summary

This agreement, dated April 21, 2000, is between ViaSource Communications, Inc. (and its subsidiary), DS Cable TV Contractor, Inc., and the company's shareholders. ViaSource agrees to purchase substantially all assets of DS Cable TV Contractor, Inc., including equipment, contracts, intellectual property, and goodwill, for a combination of cash, stock, and a promissory note. Certain assets and liabilities are excluded from the sale. The agreement outlines the transfer process, purchase price, and the obligations each party assumes or retains.

EX-10.11 17 0017.txt ASSET PURCHASE AGREEMENT 4-21-2000 1 EXHIBIT 10.11 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (this "Agreement") is entered into as of April 21, 2000, by and among ViaSource Communications, Inc., a New Jersey corporation, together with its wholly-owned subsidiary, Acquisition Sub (as defined below) ("ViaSource"); DSC Acquisition, Inc., a Delaware corporation ("Acquisition Sub"); DS Cable TV Contractor, Inc., a Missouri corporation (the "Company"); Dennis M. Scanlan and Lisa Scanlan (each a "Shareholder" and collectively, the "Shareholders"). Certain other capitalized terms used herein are defined in Article VIII and throughout this Agreement. RECITALS A. The Company is engaged in the business of cable television and telephone installation and construction services (the "Business"). B. The Shareholders are the owners of all of the issued and outstanding capital stock of the Company. C. The Company wishes to sell and ViaSource wishes to buy, the assets relating to the Business (as defined in Section 1.1 below) on the terms and subject to the conditions hereinafter set forth (the "Asset Purchase"). TERMS OF AGREEMENT In consideration of the mutual representations, warranties, covenants and agreements contained herein, the parties hereto agree as follows: ARTICLE I PURCHASE AND SALE OF ASSETS; PURCHASE PRICE; CLOSING 1.1 PURCHASED ASSETS. The Company agrees to and hereby sells, conveys, transfers, assigns and delivers to ViaSource concurrently herewith on the terms and subject to the conditions set forth in this Agreement, all of its assets, properties, trade and business names, goodwill and business of every kind and description, whether real, personal or mixed, tangible or intangible, wherever located (except those assets of the Company which are specifically excluded as provided in Section 1.2 hereof) as exists as of the date hereof (collectively, the "Purchased Assets"). Without limiting the generality of the foregoing, the Purchased Assets shall include the following: 2 (a) all machinery, equipment, tools, supplies, leasehold improvements, furniture and fixtures of the Company and other tangible personal property used by, or located on the premises of, the Company (the "Fixed Assets") ; (b) all inventories of the Company; (c) all receivables, and work in process, of whatsoever kind or nature of the Company; (d) all of the interests, rights and benefits accruing to the Company under any licenses, service agreements, maintenance and support agreements, real estate leases, equipment leases, franchise contracts, sales orders, sales contracts, supply contracts, service agreements, insurance policies, purchase orders, purchase commitments and Material Contracts (as defined herein) made by the Company in the ordinary course of business, all other agreements to which the Company is a party or by which it is bound in the ordinary course of business and all choses in action, causes of action and other rights of every kind of the Company; (e) all operating data and records of the Company, including all customer lists; (f) all cash and cash equivalents of the Company; provided, however, that the cash shall be reduced by (i) an amount equal to $243,472 which represents the tax liability of the Shareholders for the fiscal year ended December 31, 1999, and which shall be distributed to the Shareholders by the Company on or before the Closing Date (as defined below), and (ii) an amount, if any, to reflect the increase in the Net Worth (as defined below) of the Company for the period beginning on January 1, 2000 and ending on the Closing Date as determined in accordance with Section 4.14 hereof (both such adjustments shall be deemed to be adjustments to the Purchase Price (as defined below)); (g) all intangibles of the Company, including but not limited to all patents (and applications therefor), licenses, trademarks (and applications therefor), service marks, tradenames (whether registered or unregistered), domain names (and any derivations thereof), copyrights (and applications therefor), proprietary computer software, proprietary inventions, proprietary technology, technical information, discoveries, designs, proprietary rights and non-public information, trade secrets, and know-how, in each case whether or not patentable (including, without limitation, the rights and properties listed on Schedule 1.1(g) hereto) (collectively, the "Intellectual Property"); and (h) all prepaid expenses. 1.2 EXCLUDED ASSETS. Notwithstanding anything to the contrary set forth in Section 1.1, the Purchased Assets shall exclude the following assets of the Company: (i) the Purchase Price (as defined in Section 1.5) and other rights of the Company under this Agreement; (ii) the shares of 3 capital stock of the Company which are owned and held by the Company as treasury shares; (iii) the corporate minute books and stock records of the Company; and (iv) those Assets set forth on Schedule 1.2. 1.3 INSTRUMENTS OF TRANSFER. On the date hereof, the Company will deliver to ViaSource, or will cause to be delivered to ViaSource, duly executed instruments of transfer and assignment in form and substance reasonably satisfactory to ViaSource and its counsel, sufficient to vest in ViaSource good and valid title to, and all of the Company's right, title and interest in and to, the Purchased Assets, including, without limitation, one or more of each of the following: (a) a bill of sale and assignment; (b) instruments of transfer and assignment of the Intellectual Property; (c) assignments by the Company of its rights under all leases pertaining to leased assets; and (d) such other instruments of transfer and assignment as may be reasonably necessary to transfer and assign the Purchased Assets to ViaSource. 1.4 ASSIGNMENT OF CONTRACTS. Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an assignment of any claim, contract, or other right or benefit if an attempted assignment thereof, without the consent of a third party thereto, would constitute a breach thereof or in any way adversely affect the rights of ViaSource thereunder. If any attempt at an assignment thereof would be ineffective so that ViaSource would not in fact receive all such rights, the Company shall cooperate with ViaSource to the extent necessary to provide for ViaSource the benefits under such claim, contract, or other right or benefit. 1.5 PURCHASE PRICE. Subject to the terms and conditions as set forth herein, the Company agrees to sell and ViaSource agrees to purchase from the Company the Purchased Assets for (a) $1.5 million in immediately available funds (of which $91,000 shall be deemed to be paid in the form of an assignment of a debt owed to the Company by a former shareholder of the Company to the Shareholders), (b) 659,149 shares of ViaSource common stock, no par value (the "ViaSource Shares"), allocated to the Shareholders as provided in Schedule 1.5 hereto and (c) a $750,000 subordinated promissory note (the "Note") payable to the Company in the form attached hereto as Exhibit A (the "Purchase Price"). Of the 659,149 ViaSource Shares referred to above, ViaSource shall retain a total of 147,733 shares, taken pro rata from the amounts payable to the Shareholders on Schedule 1.5 hereto, to be held in accordance with Section 5.3 hereof as the held back amount ("Held Back Amount"). 4 1.6 ASSUMED LIABILITIES. ViaSource hereby agrees to assume, pay, discharge and perform when lawfully required all of the obligations, duties and liabilities of the Company set forth on Schedule 1.6 (the "Assumed Liabilities"). 1.7 EXCLUDED LIABILITIES. Notwithstanding anything else to the contrary contained in this Agreement, the parties expressly agree that ViaSource does not assume or otherwise become liable for, and the Company and/or the Shareholders shall remain unconditionally liable for the following obligations and liabilities of the Company or the Shareholders (collectively, the "Excluded Liabilities"): (a) any liability or obligation, absolute or contingent, known or unknown, not expressly set forth on Schedule 1.6; (b) any and all professional fees and expenses incurred by the Company or the Shareholders related to the transactions contemplated by this Agreement; (c) any Taxes or liabilities therefor imposed on the Company or any of the Shareholders with respect to taxable years or periods ending on, prior to or following the date hereof or with respect to or in connection with the consummation of the transactions contemplated in this Agreement; (d) any liability, obligation, claim, cost, damage and expense with respect to employees of the Company (whether arising before, on or after the date hereof) relating to, arising out of, or in connection with their employment by the Company at any time on or before the date hereof, including, without limitation, all rights and benefits under any contract, document, policy or understanding with any such employee, all pension, death benefit, retirement, medical, retiree, insurance, vacation, workers' compensation and other liabilities and obligations with respect to such employee; (e) all claims for severance, other employee benefits or other moneys or damages (including, without limitation, claims under the Worker Adjustment and Retraining Notification Act of 1988) from or on behalf of any of the employees of the Company who are employed by the Company at any time on or prior to the date hereof (or from any federal, state or local governmental agency or authority on behalf of such employees or relating to such claims) involving an alleged employment loss or termination, including, without limitation, those which are based upon or arise out of the execution and delivery of this Agreement or any of the transactions contemplated hereby (whether or not such employees are hired by ViaSource); (f) any and all expenses, costs, damages, liabilities, or obligations (including, without limitation, fees and expenses of counsel) incurred in connection with any breach of contract, breach of warranty, tort, violation of law, action, suit, or other legal or administrative proceeding or governmental investigation arising as a result of events occurring or facts or circumstances arising 5 or existing on or prior to the date hereof (whether or not in the ordinary course of business, and whether filed or made before, on or after the date hereof); and (g) any liability or obligation resulting from the Company's failure to provide satisfactory services or products prior to Closing with respect to each obligation set forth on Schedule 3.22(b) hereto. 1.8 NO EXPANSION OF THIRD-PARTY RIGHTS. The assumption by ViaSource of the Assumed Liabilities, the transfer thereof by the Company, and the limitations of such transfer shall in no way expand the rights or remedies of any third party against ViaSource or the Company as compared to the rights and remedies which such third party would have had against the Company had ViaSource not assumed such liabilities. Without limiting the generality of the preceding sentence, the assumption by ViaSource of the Assumed Liabilities shall not create any third-party beneficiary rights. 1.9 TAX TREATMENT. The parties hereto acknowledge and agree that the transactions contemplated hereby are intended to be treated for tax purposes as taxable transactions under the Internal Revenue Code of 1986, as amended (the "Code"). The parties agree that the allocation of the Purchase Price among the Purchased Assets to be transferred pursuant to this Agreement shall be as set forth on Schedule 1.9 and has been allocated among such assets in a manner consistent with the requirements set forth in Section 1060 of the Code and the Treasury regulations promulgated thereunder. In addition, it is agreed that such allocation will be binding on both parties for federal income tax purposes in connection with this purchase and sale of the Purchased Assets, and will be consistently reflected by each party on their respective federal income tax returns. The parties agree to prepare and timely file all applicable Internal Revenue Service forms, including Form 8594 (Asset Acquisition Statement), and other governmental forms, to cooperate with each other in the preparation of such forms and to furnish each other with a copy of such forms prepared in draft, within a reasonable period prior to the filing due date thereof. 1.10 CLOSING. Subject to the provisions of Article VII hereof, the closing (the "Closing") of the sale and purchase of the Assets shall take place on April 21, 2000, Eastern time, at the offices of ViaSource's counsel or such other time, place or date as the parties may mutually agree (the "Closing Date"), with the Closing to be effective as of the close of business on the Closing Date. Failure to consummate the transactions provided for in this Agreement on the date and time selected pursuant to this Section 1.10 shall not, except as permitted by Section 1.10 hereof, result in the termination of this Agreement and shall not relieve any party to this Agreement of any obligation hereunder. 1.11 OPTIONS. In connection with the transactions contemplated hereby, ViaSource hereby agrees to allocate 85,000 options to purchase Common Stock of ViaSource under ViaSource's 1999 Stock Incentive Plan to employees of the Company as directed by the Company in accordance with Schedule 1.11 hereto. 6 ARTICLE II REPRESENTATIONS AND WARRANTIES OF VIASOURCE As a material inducement to the Company and the Shareholders to enter into this Agreement and to consummate the transactions contemplated hereby, ViaSource makes the following representations and warranties to the Company and the Shareholders: 2.1 CORPORATE STATUS. ViaSource is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has the requisite power and authority to own or lease its properties and to carry on its business as presently conducted. 2.2 CORPORATE POWER AND AUTHORITY. ViaSource has the corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. ViaSource has taken all corporate action necessary to authorize its execution and delivery of this Agreement, the performance of its obligations hereunder and the consummation of the transactions contemplated hereby. 2.3 ENFORCEABILITY. This Agreement has been duly executed and delivered by ViaSource and constitutes a legal, valid and binding obligation of ViaSource, enforceable against ViaSource in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and general equitable principles regardless of whether such enforceability is considered in a proceeding at law or in equity. 2.4 VIASOURCE COMMON STOCK. Upon consummation of the transactions contemplated hereby and the issuance and delivery of certificates representing the ViaSource Shares to the Company, the ViaSource Shares will be validly issued, fully paid and non-assessable shares of ViaSource Common Stock. 2.5 NO COMMISSIONS. ViaSource has not incurred any obligation for any finder's or broker's or agent's fees or commissions or similar compensation in connection with the transactions contemplated hereby. 7 ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SHAREHOLDERS As a material inducement to ViaSource to enter into this Agreement and to consummate the transactions contemplated hereby, the Company and each of the Shareholders, jointly and severally, make the following representations and warranties to ViaSource: 3.1 CORPORATE STATUS. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Missouri and has the requisite power and authority to own or lease its properties and to carry on its business as now being conducted. The Company is legally qualified to do business as a foreign corporation in each of the jurisdictions where the nature of its properties and the conduct of its business requires such qualification (all of which jurisdictions are set forth in Schedule 3.1), which represent all jurisdictions where the nature of its properties and the conduct of its business requires such qualification, and is in good standing in each of the jurisdictions in which it is so qualified. The Company has fully complied with all of the requirements of any statute governing the use and registration of fictitious names, and has the legal right to use the names under which it operates its businesses. There is no pending or threatened proceeding for the dissolution, liquidation, insolvency or rehabilitation of the Company. All names under which the Company does business as of the date hereof are specified on Schedule 3.1. Except as otherwise disclosed in Schedule 3.1, the Company has not changed its name or used any assumed or fictitious name, or been the surviving entity in a merger, acquired any business or changed its principal place of business or chief executive office, within the past three years. 3.2 POWER AND AUTHORITY. The Company has the corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The Company has taken all corporate action necessary to authorize the execution and delivery of this Agreement, the performance of its obligations hereunder and the consummation of the transactions contemplated hereby. Each of the Shareholders has the requisite competence and authority to execute and deliver this Agreement, to perform their respective obligations hereunder and to consummate the transactions contemplated hereby. 3.3 ENFORCEABILITY. This Agreement has been duly executed and delivered by the Company and each of the Shareholders, and constitutes the legal, valid and binding obligation of each of them, enforceable against each of them in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and general equitable principles regardless of whether such enforceability is considered in a proceeding at law or in equity. The delivery of the instruments of transfer set forth in Section 1.3 of this Agreement will grant ViaSource good and marketable or merchantable title in the Purchased Assets free and clear of all Liens, except as set forth on Schedule 3.3. 3.4 SHAREHOLDERS, OFFICERS AND DIRECTORS OF THE COMPANY. Schedule 3.4 sets forth, with respect to the Company, (a) the name, address and federal taxpayer identification/social security number of, and the number of outstanding shares of each class of its capital stock owned by, each 8 shareholder of record as of the close of business on the date of this Agreement; (b) the name, address and federal taxpayer identification number of, and number of shares of each class of its capital stock beneficially owned by, each beneficial owner of outstanding shares of capital stock (to the extent that record and beneficial ownership of any such shares are different); and (c) the name and title of each officer and director of the Company. 3.5 NO VIOLATION; CONSENTS AND APPROVALS. Except for any approvals or consents required under the Material Contracts (as defined in Section 3.22) identified in Schedule 3.22 as requiring the consent of third parties, the execution and delivery of this Agreement by the Company and the Shareholders, the performance by the Company and the Shareholders of their obligations hereunder and the consummation by them of the transactions contemplated by this Agreement will not (a) contravene any provision of the Articles of Incorporation or Bylaws of the Company, (b) violate or conflict with any law, statute, ordinance, rule, regulation, decree, writ, injunction, judgment or order of any Governmental Authority or of any arbitration award which is either applicable to, binding upon or enforceable against the Company or any of the Shareholders, (c) conflict with, result in any breach of, or constitute a default (or an event which would, with the passage of time or the giving of notice or both, constitute a default) under, or give rise to a right of payment or right to terminate, amend, modify, abandon or accelerate, any Contract which is applicable to, binding upon or enforceable against the Company or the Shareholders, (d) result in or require the creation or imposition of any Lien upon or with respect to any of the properties or assets of the Company, (e) except as set forth on Schedule 3.5, give to any individual or entity a right or claim against the Company or the Shareholders or (f) require the consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority, any court or tribunal or any other Person, except any applicable filings required under the HSR Act and any filings required to be made by ViaSource. 3.6 RECORDS OF THE COMPANY. The copies of the Articles of Incorporation, Bylaws, and other documents and agreements of the Company which were provided to ViaSource are true, accurate and complete and reflect all amendments made through the date of this Agreement. The minute books for the Company made available to ViaSource for review were correct and complete in all material respects as of the date of such review, no further entries have been made through the date of this Agreement, such minute books contain the true signatures of the persons purporting to have signed them, and such minute books contain an accurate record of all material corporate actions of the shareholders and directors (and any committees thereof) of the Company taken by written consent or at a meeting since incorporation. All material corporate actions taken by the Company have been duly authorized or ratified. All accounts, books, ledgers and official and other records of the Company are substantially complete and fairly, fully and accurately reflect all matters contained therein. The stock ledgers of the Company, as previously made available to ViaSource, contain accurate and complete records of all issuances, transfers and cancellations of shares of the capital stock of the Company. 9 3.7 FINANCIAL STATEMENTS. The Company has delivered to ViaSource the financial statements of the Company for the years ended December 31, 1998 and 1999, including the notes thereto, (collectively, the "Financial Statements"), copies of which are attached hereto as Schedule 3.7. The balance sheet dated as of December 31, 1999 of the Company included in the Financial Statements is referred to herein as the "Current Balance Sheet." The Financial Statements have been audited by Arthur Andersen, LLP, have been prepared in accordance with generally accepted accounting principles ("GAAP"), and fairly present the financial position of the Company at each of the balance sheet dates and the results of operations for the periods covered thereby. The books and records of the Company fully and fairly reflect all material transactions, properties, assets and liabilities of the Company. There are no material special or non-recurring items of income or expense during the periods covered by the Financial Statements, and the Current Balance Sheet does not reflect any writeup or revaluation increasing the book value of any assets, except as specifically disclosed in the notes thereto. The Financial Statements reflect all adjustments necessary for a fair presentation of the financial information contained therein. 3.8 SUBSIDIARIES. The Company does not own, directly or indirectly, any outstanding voting securities of or other interests in, or have any control over, any other corporation, partnership, joint venture or other business entity. 3.9 LIABILITIES OF THE COMPANY. The Company does not have any liabilities or obligations, whether accrued, absolute, contingent or otherwise, except as set forth on Schedule 1.6. Schedule 1.6 includes all indebtedness owed by the Company as of the date hereof to a bank or any other Person, including, without limitation, indebtedness for borrowed money (including principal and accrued but unpaid interest) and remaining payments on capitalized equipment leases, of the Company. Schedule 1.6 also includes all contingent liabilities of the Company (and the amount of such liabilities) including without limitation, those resulting from deposits, fees or any other form of payments, in cash or kind, previously received by the Company for the establishment of customer websites or other services which have not been completed or otherwise provided. 3.10 LITIGATION. Except as set forth on Schedule 3.10, there is no action, suit, or other legal or administrative proceeding or governmental investigation pending, threatened, anticipated or contemplated against, by or affecting the Company or the Shareholders, or any of the Company's properties or assets, or which question the validity or enforceability of this Agreement or the transactions contemplated hereby, and there is no basis for any of the foregoing. There are no outstanding orders, decrees or stipulations issued by any Governmental Authority in any proceeding to which the Company is or was a party which have not been complied with in full or which continue to impose any material obligations on the Company. 3.11 ENVIRONMENTAL MATTERS. (a) (i) All Permits required under Environmental Laws that are necessary for the operations of the Business ("Environmental Permits") have been obtained and are in full force and 10 effect, and the Company is unaware of any basis for revocation or suspension of any such Environmental Permits; (ii) no Environmental Laws impose any obligation upon ViaSource, the Shareholders, the Company or the Company's Affiliates, as a result of any transaction contemplated hereby, to provide any prior notification to any governmental entity of the transactions contemplated hereby; and (iii) the Business has at all times been operated in full compliance with all such Environmental Permits and within the production levels or emission levels specified in such Environmental Permits. (b) The Shareholders (with respect to the Business), Company and its subsidiaries have at all times complied with all applicable Environmental Laws. (c) There are no existing, pending or, to the knowledge of the Company, threatened actions, suits, claims, investigations, inquiries or proceedings by or before any Governmental Body directed against the Company or any of its subsidiaries, and none of the Company or any of its subsidiaries is subject to any orders, judgments, decrees or settlements, and none of the Stockholders, the Company or any of its subsidiaries has received or is otherwise aware of any notices, claims or other communications alleging any potential liability of the Company or any of its subsidiaries, which pertain or relate to Environmental Laws, including, without limitation, (i) any remedial obligations at any location under any Environmental Law, (ii) violations of any Environmental Law at any location, (iii) personal injury or property damage claims relating to a Release of Hazardous Materials at any location, or (iv) Environmental Remediation Costs. (d) There has been no Release of any Hazardous Materials by the Company or the Company's subsidiaries or, to the knowledge of the Company, any other Person, on, to, from or underlying any real property owned or leased by the Company. (e) To the knowledge of the Company or the Shareholders, no asbestos-containing materials or polychlorinated biphenyls are present in, on or underlying any real property owned or leased by the Company. (f) Neither the Company nor any of its subsidiaries have owned or operated, nor to the knowledge of the Company has any other Person owned or operated, any underground storage tanks, sumps or septic fields, active or abandoned, at any real property owned or leased by the Company. (g) ViaSource has been provided with all engineering, geologic, environmental reports and other documents in the possession or control of the Company, any Shareholder or any of the Company's subsidiaries relating to any real property owned or leased by the Company, including, without limitation, those relating to (i) any Environmental Conditions existing on any real property owned or leased by the Company and (ii) any violations of any Environmental Laws. 11 (h) To the knowledge of the Company, all Hazardous Materials generated, used, stored, transported, treated, disposed of or otherwise handled by or on behalf of the Company or any of its subsidiaries have been generated, used, stored, transported, treated, disposed of and otherwise handled in compliance with all applicable Environmental Laws. (i) None of the Shareholders (with respect to the Business) or the Company or any of the Company's subsidiaries has any current liability, nor is there any liability on the part of the Shareholders (with respect to the Business), the Company, any of the Company's subsidiaries or ViaSource which may be reasonably anticipated, for Environmental Remediation Costs at any location. (j) None of the Shareholders (with respect to the Business) or the Company or any of its subsidiaries has any current liability, nor is there any liability on the part of the Shareholders (with respect to the Business), the Company, any of the Company's subsidiaries or ViaSource which may be reasonably anticipated, under Environmental Laws (including, without limitation, for the violation of any Environmental Law or Environmental Remediation Costs) in connection with any businesses or properties previously owned, leased, operated or otherwise used by the Company or any of its current or former subsidiaries or any of their predecessors. (k) Neither of the Company nor any of its subsidiaries has ever performed or authorized the performance of vehicle fueling, maintenance , or, except as performed in compliance with Environmental Law, washing at any location owned, leased, or operated by any of them. 3.12 REAL ESTATE (a) The Company does not own any real property or any interest therein (including without limitation any option or other right or obligation to purchase any real property or any interest therein). The Shareholders do not own any real property (or any interest therein, including leasehold interests) used by the Company. (b) Schedule 3.12(b) sets forth a list of all leases, licenses or similar agreements ("Leases") to which the Company is a party, which are for the use or occupancy of real estate owned by a third party (copies of which have previously been furnished to ViaSource), in each case, setting forth (A) the lessor and lessee thereof and the commencement date, term and renewal rights of each of the Leases, and (B) the street address or legal description of each property covered thereby (the "Leased Premises"). (c) Neither the Company nor any of the other parties to any Lease, is in default under any of the Leases and no amount due under the Leases remains unpaid. No material controversy, claim, dispute or disagreement exists between the Company and any other party to the Leases, nor does there exist any event or condition which, with notice or lapse of time or both, would constitute a default or event of default by the Company as lessee. 12 3.13 GOOD TITLE TO AND CONDITION OF ASSETS. (a) Except as set forth on Schedule 3.13(d) the Company is the true and lawful owner of the Purchased Assets free and clear of all Liens. (b) The Fixed Assets currently in use or necessary for the conduct of the business and operations of the Company are in adequate operating condition, normal wear and tear excepted, and have been maintained substantially in accordance with the Company's standard maintenance practices. (c) The Purchased Assets constitute all the properties, assets and rights forming a part of, used, held or intended to be used in, and all such properties, assets and rights as are necessary in the conduct of the Business of the Company. (d) The Company has the complete and unrestricted power and unqualified right to sell, assign, transfer, convey and deliver the Purchased Assets to ViaSource without penalty or other adverse consequences free and clear of all liens except those set forth on Schedule 3.13(d). 3.14 COMPLIANCE WITH LAWS. Each of the Company, the Shareholders and any Affiliate of the Company is and has been in compliance with all laws, regulations and orders applicable to it, its business and operations (as conducted by it now and in the past), the Purchased Assets and the Leased Premises and any other properties and assets (in each case owned or used by it now or in the past). The Company has not been cited, fined or otherwise notified of any asserted past or present failure to comply with any laws, regulations or orders and no proceeding with respect to any such violation is pending or threatened. Neither the Company, the Shareholders nor any of their respective employees or agents, has made any payment of funds in connection with their business which is prohibited by law, and no funds have been set aside to be used in connection with their business for any payment prohibited by law. Neither the Company nor the Shareholders is subject to any Contract, decree or injunction in which it is a party which restricts the continued operation of any business or the expansion thereof to other geographical areas, customers and suppliers or lines of business. 3.15 LABOR AND EMPLOYMENT MATTERS. Schedule 3.15 sets forth the name, address, social security number and current rate of compensation of each of the employees of the Company. The Company is not a party to or bound by any collective bargaining agreement or any other agreement with a labor union, and there has been no effort by any labor union during the twenty-four (24) months prior to the date hereof to organize any employees of the Company into one or more collective bargaining units. There is no pending or threatened labor dispute, strike or work stoppage which affects or which may affect the business of the Company or which may interfere with its continued operations. Neither the Company nor any agent, representative or employee thereof has within the last twenty-four (24) months committed any unfair labor practice as defined in the National Labor Relations Act, as amended, and there is no pending or threatened charge or complaint 13 against the Company by or with the National Labor Relations Board or any representative thereof. There has been no strike, walkout or work stoppage involving any of the employees of the Company during the twenty-four (24) months prior to the date hereof. None of the Shareholders is aware that any executive or key employee or group of employees has any plans to terminate his, her or their employment with the Company as a result of the Asset Purchase or otherwise. Schedule 3.15 contains detailed information about each contract, agreement or plan of the following nature, whether formal or informal, and whether or not in writing, to which the Company is a party or under which it has an obligation: (i) employment agreements, (ii) employee handbooks, policy statements and similar plans, (iii) noncompetition agreements and (iv) consulting agreements. The Company has complied with applicable laws, rules and regulations relating to employment, civil rights and equal employment opportunities, including but not limited to, the Civil Rights Act of 1964, the Fair Labor Standards Act, and the Americans with Disabilities Act, as amended. 3.16 EMPLOYEE BENEFIT PLANS. (a) Employee Benefit Plans. Except as set forth on Schedule 3.16, the Company has no employee benefit plans or arrangements, including but not limited to employee pension benefit plans, as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), multiemployer plans, as defined in Section 3(37) of ERISA, employee welfare benefit plans, as defined in Section 3(1) of ERISA, deferred compensation plans, stock option plans, bonus plans, stock purchase plans, hospitalization, disability and other insurance plans, severance or termination pay plans and policies, whether or not described in Section 3(3) of ERISA, in which employees, their spouses or dependents, of the Company participate ("Employee Benefit Plans"). (b) Controlled Group Liability. Neither the Company, nor any entity that would be aggregated with it under Code Section 414(b), (c), (m) or (o): (i) has ever terminated or withdrawn from an employee benefit plan under circumstances resulting (or expected to result) in liability to the Pension Benefit Guaranty Corporation ("PBGC"), the fund by which the employee benefit plan is funded, or any employee or beneficiary for whose benefit the plan is or was maintained (other than routine claims for benefits); (ii) has any assets subject to (or expected to be subject to) a lien for unpaid contributions to any employee benefit plan; (iii) has failed to pay premiums to the PBGC when due; (iv) is subject to (or expected to be subject to) an excise tax under Code Section 4971; (v) has engaged in any transaction which would give rise to liability under Section 4069 or Section 4212(c) of ERISA; or (vi) has violated Code Section 4980B or Section 601 through 608 of ERISA. (c) Other Liabilities. (i) The Company is not under any obligation to pay separation, severance, termination or similar benefits solely as a result of any transaction contemplated by this Agreement or solely as a result of a "change of control" (as such term is defined in Section 280G of the Code) and (ii) all required or discretionary (in accordance with historical 14 practices) payments, premiums, contributions or reimbursements for all periods ending prior to or as of the date hereof shall have been made. (d) Termination of Employment. Except as may be required under applicable law, the Company is not obligated under any Employee Benefit Plan to provide medical or death benefits with respect to any employee or former employee of the Company or its predecessors after termination of employment. The Company has complied with the notice and continuation of coverage requirements of Section 4980B of the Code, and the regulations thereunder, and Part 6 of Title I of ERISA ("COBRA") and has complied with the Health Insurance Portability and Accountability Act of 1996 ("HIPAA") with respect to any group health plan within the meaning of Section 5000(b)(1) of the Code. (e) Compliance. Each Employee Benefit Plan is in compliance with all applicable laws and regulations and has been operated in accordance with its terms and provisions. With respect to each employee benefit plan there are no actions claims or disputes pending by any third party and no audits, proceedings, claims or demands pending by any governmental authority. All amendments required to bring any employee benefit plan into conformity with any applicable provisions of ERISA and the Code have been duly adopted. 3.17 TAX MATTERS. (a) All Tax Returns required to be filed by, on behalf of or with respect to the Company, each of its subsidiaries or any Affiliated Group of which the Company or any of its subsidiaries is or was a member have been prepared in the manner required by applicable law and duly and timely filed with the appropriate taxing authorities in all jurisdictions in which such Tax Returns are required to be filed (after giving effect to any valid extensions of time in which to make such filings), and all such Tax Returns were true, complete and correct in all material respects. Except as set forth on Schedule 3.17, no such Tax Returns have been audited or are currently being audited. (b) All Taxes payable, whether or not shown (or required to be shown) on a Tax Return, by, on behalf of or with respect to the Company, each of its subsidiaries or any Affiliated Group of which the Company or any of its subsidiaries is or was a member, or in respect of their income, assets or operations (including interest and penalties) have been fully and timely paid, and adequate reserves or accruals for Taxes (without regard to deferred Tax assets and liabilities) have been provided in the Financial Statements with respect to any Taxable Period for which Tax Returns have not yet been filed or for which Taxes are not yet due and owing (the "Tax Reserve"). The Company and each of its subsidiaries have made all required estimated tax payments for the fiscal year ended December 31, 1999 to avoid any underpayment penalty. (c) Neither the Company nor any of its subsidiaries has executed or filed with any taxing authority any agreement, waiver or other document or arrangement extending or having 15 the effect of extending the period for assessment or collection of Taxes (including, but not limited to, any applicable statute of limitation), and no power of attorney with respect to any Tax matter is currently in force. (d) The Company and each of its subsidiaries has complied in all material respects with all applicable laws, rules and regulations relating to the payment and withholding of Taxes, including, without limitation, the withholding and reporting requirements under Sections 1441 through 1464, 3401 through 3406 and 6041 through 6049 of the Code, and has duly and timely withheld from employee salaries, wages and other compensation and has paid over to the appropriate taxing authorities all amounts required to be so withheld and paid over for all periods under all applicable laws. (e) The Company has made available to ViaSource true and complete copies of (i) all U.S. federal, state, local and foreign income or franchise Tax Returns of the Company and each of its subsidiaries relating to the taxable periods since January 1, 1995 and (ii) any audit report issued within the last three years relating to Taxes due from or with respect to the Company and any of its subsidiaries, or their income, assets or operations. All income and franchise Tax Returns filed by, on behalf of or with respect to the Company and each of its subsidiaries for the taxable years ended on the respective dates set forth on the Disclosure Schedule have been examined by the relevant taxing authority or the statute of limitations with respect to such Tax Returns have expired. (f) The Disclosure Schedule lists all material types of Taxes paid and material types of Tax Returns filed by, on behalf of or with respect to the Company and each of its subsidiaries and indicates those Taxes with respect to which the Company and each of its subsidiaries is or has been a member of an Affiliated Group for any Tax purpose. No claim has been made by a taxing authority in a jurisdiction where the Company or any of its subsidiaries does not file Tax Returns such that it is or may be subject to taxation by that jurisdiction. (g) All deficiencies asserted or assessments made as a result of examinations by any taxing authority of the Tax Returns of or covering or including the Company or any of its subsidiaries have been fully paid, and there are no other audits or investigations by any taxing authority or proceedings in progress, nor have the Shareholders, the Company or any of its subsidiaries received any notice from any taxing authority that it intends to conduct such an audit or investigation. No issue has been raised in writing by a U.S. federal, state, local or foreign taxing authority in any current or prior examination which, by application of the same or similar principles, could reasonably be expected to result in a proposed adjustment or deficiency for any subsequent Taxable Period. The results of any settlement and the necessary adjustments resulting therefrom are properly reflected in the Financial Statements. (h) Neither the Company, its subsidiaries or any other Person (including any of the Shareholders) on behalf of the Company or its subsidiaries has (i) filed a consent pursuant to Section 341 (f) of the Code or agreed to have Section 341 (f)(2) of the Code apply to any disposition 16 of a subsection (f) asset (as such term is defined in Section 341 (f)(4) of the Code) owned by the Company or any of its subsidiaries, (ii) agreed to or is required to make any adjustments pursuant to Section 48 1 (a) or Section 482 of the Code or any similar provision of state, local or foreign law by reason of a change in accounting method initiated by the Company or any of its subsidiaries or otherwise or has any knowledge that the Internal Revenue Service has proposed any such adjustment or change in accounting method, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations of the Company or its subsidiaries, or has otherwise taken any action that would have the effect of deferring any liability for Taxes from any Taxable Period ending on or before the Closing Date to any Taxable Period ending thereafter, (iii) executed or entered into a closing agreement pursuant to Section 7121 of the Code or any predecessor provision thereof or any similar provision of state, local or foreign law with respect to the Company or any of its subsidiaries, or (iv) requested any extension of time within which to file any Tax Return, which Tax Return has since not been filed. (i) No property owned by the Company or any of its subsidiaries (i) is property required to be treated as being owned by another Person pursuant to the provisions of Section 168(f)(8) of the Internal Revenue Code of 1954, as amended and in effect immediately prior to the enactment of the Tax Reform Act of 1986, (ii) constitutes "tax-exempt use property" within the meaning of Section 168(h)(1) of the Code or (iii) is "tax-exempt bond financed property" within the meaning of Section 168(g) of the Code. (j) Neither the Company nor any of its subsidiaries is a party to any tax sharing or similar agreement or arrangement (whether or not written) relating to allocating or sharing the payment of, or liability for, Taxes with respect to any Taxable Period. (k) There is no contract, agreement, plan or arrangement covering any person that, individually or collectively, or when taken together with any payment that may be made under this Agreement or any agreements contemplated hereby, could give rise to the payment of any amount that would not be deductible by the Company or any of its Affiliates by reason of Section 280G of the Code, or would constitute compensation in excess of the limitation set forth in Section 162(m) of the Code. (l) The Company and each of its subsidiaries has substantial authority for the treatment of or has disclosed (in accordance with Section 6662(d)(2)(B)(ii) of the Code) on its federal income Tax Returns all positions taken therein that could give rise to a substantial understatement of federal income tax within the meaning of Section 6662(d) of the Code. (m) Neither the Company nor any of its subsidiaries is subject to any private letter ruling of the Internal Revenue Service or comparable rulings of other taxing authorities. (n) There are no security interests or liens as a result of any unpaid Taxes upon any of the assets of the Company or any of its subsidiaries. 17 (o) All material Tax elections of the Company and each of its subsidiaries are clearly set forth in the Tax Returns described in Section 3.17(e). Neither the Company nor any of its subsidiaries has elections in effect for U.S. federal income tax purposes under Sections 108, 168, 338, 441, 463, 473, 1017, 1033 or 4977 of the Code. (p) Except as otherwise set forth in the Disclosure Schedule, neither the Company nor any of its subsidiaries has ever been a member of any Affiliated Group of corporations for any Tax purposes, other than the Affiliated Group of which the Company is the parent. Neither the Company nor any of its subsidiaries has any liability for Taxes of any person (other than the Company and its subsidiaries) under Section 1. 1502-6 of the Treasury regulations under the Code (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise. Except as otherwise set forth in the Disclosure Schedule, neither the Company nor any of its subsidiaries own any interest in any entity that is treated as a partnership for U.S. federal income tax purposes or could be treated as a pass-through or transparent entity for any Tax purpose. (q) None of the Shareholders is a foreign person within the meaning of Section 1445 of the Code. (r) Neither the Company nor any of its subsidiaries has filed an election pursuant to Revenue Procedure 95-11, 1995-1 C.B. 505 or under Treasury regulation Section 1. 1 502-75(c) or any similar provision of foreign, national, international, state or local law. (s) Since December 31, 1999, neither the Company nor any of its subsidiaries has incurred any liability for Taxes outside of the ordinary course of business. (t) Neither the Company nor any of its subsidiaries has any deferred income reportable for a period ending after the Closing Date but that is attributable to a transaction (e.g., an installment sale) occurring in, or resulting from a change of accounting method for, a period ending on or prior to the Closing Date. (u) Neither the Company nor any of its subsidiaries has distributed the stock of any corporation in a transaction satisfying the requirements of Section 355 of the Code since April 16, 1997. The stock of neither the Company nor any of its subsidiaries has been distributed in a transaction satisfying the requirements of Section 355 of the Code since April 16, 1997. (v) There are no outstanding options, warrants, securities convertible into stock, or other contractual obligations that might be treated for U.S. federal income tax purposes as stock or another equity interest in the Company or any of its subsidiaries. 18 (w) None of the indebtedness of the Company or any of its subsidiaries constitutes "corporate acquisition indebtedness" (as defined in Section 279(b) of the Code) with respect to which any interest deductions may be disallowed under Section 279 of the Code. 3.18 INSURANCE. The Company is covered by valid, outstanding and enforceable policies of insurance issued to it by reputable insurers covering its properties, assets and businesses against risks of the nature normally insured against by corporations in the same or similar lines of business and in coverage amounts typically and reasonably carried by such corporations (the "Insurance Policies"). Such Insurance Policies are in full force and effect, and all premiums due thereon have been paid. As of the Effective Time, each of the Insurance Policies will be in full force and effect. None of the Insurance Policies will lapse or terminate as a result of the transactions contemplated by this Agreement. The Company has complied with the provisions of such Insurance Policies. Schedule 3.18 contains (i) a complete and correct list of all Insurance Policies and all amendments and riders thereto (copies of which have been provided to ViaSource) and (ii) a detailed description of each pending claim under any of the Insurance Policies for an amount in excess of $5,000 that relates to loss or damage to the properties, assets or businesses of the Company. The Company has not failed to give, in a timely manner, any notice required under any of the Insurance Policies to preserve its rights thereunder. 3.19 RECEIVABLES. All of the Receivables (as hereinafter defined) are valid and legally binding, represent bona fide transactions and arose in the ordinary course of business of the Company. All of the Receivables are good and collectible receivables, and will be collected in full in accordance with the terms of such receivables (and in any event within three months following the date hereof) without setoff or COUNTERCLAIMS, subject to the allowance for doubtful accounts set forth on Schedule 3.19. For purposes of this Agreement, the term "Receivables" means all receivables of the Company, including, without limitation, all trade account receivables arising from the provision of goods and/or services, notes receivable and insurance proceeds receivable. There is no contest, claim or right of set-off under any Contract with any obligor of any Receivable of the Company relating to the amount or validity of such Receivable. 3.20 LICENSES AND PERMITS. The Company possesses all licenses, approvals, permits or authorizations from governmental authorities (collectively, the "Permits") for the operation of the business and Schedule 3.20 sets forth a true, complete and accurate list of all such Permits and all applications for Permits. All such Permits are valid and in full force and effect, the Company is in full compliance with the respective requirements thereof, and no proceeding is pending or threatened to revoke or amend any of them. 3.21 INTELLECTUAL PROPERTY. (a) Schedule 1.1(g) contains a true and complete list of the Company's patents, patent applications, trademarks, trademark applications, trade names, service marks, service mark applications, Internet domain names, Internet domain name applications, copyrights and copyright 19 registrations and applications and other filings and formal actions made or taken pursuant to federal, state, local and foreign laws by the Company to protect its interests in the Intellectual Property. (b) The Intellectual Property consists solely of items and rights which are: (i) owned Intellectual Property or (ii) in the public domain. The Purchased Assets include all rights in Intellectual Property necessary to conduct the Business, including without limitation, to the extent required to make, use, reproduce, modify, adopt, create derivative works based on, translate, distribute (directly and indirectly), transmit, display and perform publicly, license, rent and lease and assign and sell, the Intellectual Property. No payments are required for the continued use of the Intellectual Property. (c) The Company's reproduction, manufacturing, distribution, licensing, sublicensing, sale or the exercise of any other rights in any Intellectual Property or product, work, technology or process as now used in the conduct of the Business or offered or proposed for use in the conduct of the Business, does not infringe on any copyright, trade secret, trademark, service mark, trade name, trade dress, firm name, Internet domain name, logo, trade dress of any person or the patent of any person. No claims have been asserted or are threatened by any person, nor are there any valid grounds for any bona fide claim (i) challenging the validity, effectiveness or ownership by the Company of any of the Intellectual Property, or (ii) to the effect that the Company's use, distribution, licensing, sublicensing, sale or any other exercise of rights in any product, work, technology or process as now used or offered or proposed for use in the conduct of the Business, infringes or will infringe on any intellectual property or other proprietary right of any person . All registered, granted or issued patents, trademarks, Internet domain names and copyrights held by the Company are enforceable and subsisting. There is no unauthorized use, infringement or misappropriation of any of the Intellectual Property owned by the Company by any third party, employee or former employee. (d) All personnel, including employees, agents, consultants and contractors, who have contributed to or participated in the conception and development of the Intellectual Property owned by the Company on behalf of the Company (i) have been a party to a "work-for-hire" arrangement or agreements with the Company in accordance with applicable national and state law that has accorded the Company full, effective, exclusive and original ownership of all tangible and intangible property thereby arising, or (ii) have executed appropriate instruments of assignment in favor or the Company as assignee that have conveyed to the Company effective and exclusive ownership of all tangible and intangible property thereby arising. (e) The Company is not, nor as a result of the execution or delivery of this Agreement or performance of the Company's obligations hereunder, will the Company be, in violation of any license, sublicense, agreement or instrument to which the Company is a party or otherwise bound, nor will execution or delivery of this Agreement, or performance of the Company's obligations hereunder, cause the diminution, termination or forfeiture of any Intellectual Property. 20 (f) Schedule 3.21(f) contains a true and complete list of all of the Company's software programs (the "Software Programs"). The Company owns full and unencumbered right and good, valid and marketable title to such Software Programs free and clear of all mortgages, pledges, liens, security interests, conditional sales agreements, encumbrances or charges of any kind. (g) The source code and system documentation relating to the Software Programs (i) have at all times been maintained in strict confidence, (ii) have been disclosed by the Company only to employees who have a "need to know" the contents thereof in connection with the performance of their duties to the Company and who have executed the nondisclosure agreements referred to in Section 3.21(d), and (iii) have not been disclosed to any third party. (h) All software sold or licensed by the Company to end users, or used by the Company, has been duly licensed by the owner of such software and is set forth on Schedule 3.21(h). 3.22 CONTRACTS. Schedule 3.22 sets forth a list of each Material Contract (as defined below), true, correct and complete copies of which have been provided to ViaSource. Schedule 3.22 identifies certain Material Contracts identified therein that require the Consents of third parties to the transactions contemplated hereby. All consents set forth on Schedule 3.22 have been obtained. The copy of each Material Contract furnished to ViaSource is a true, correct and complete copy of the document it purports to represent and reflects all amendments thereto made through the date of this Agreement. The Company has not violated any of the terms or conditions of any Material Contract or any term or condition which would permit termination or material modification of any material Contract, all of the covenants to be performed by any other party thereto have been fully performed, and there are no claims for breach or indemnification or notice of default or termination under any Material Contract. No event has occurred which constitutes, or after notice or the passage of time, or both, would constitute, a default by the company or any other party under any material Contract. The Company is not subject to any liability or payment resulting from renegotiation of amounts paid under any Material Contract. As used in this Section 3.22 "Material Contracts" shall mean formal or informal, written or oral, (a) loan agreements, indentures, mortgages, pledges, hypothecations, deeds of trust, conditional sale or title retention agreements, security agreements, equipment financing obligations or guaranties, or other sources of contingent liability in respect of any indebtedness or obligation to any other Person, or letters of intent or commitment letters with respect to same; (b) contracts obligating the Company to provide or obtain products or services; (c) leases of real property; (d) leases of personal property; (e) distribution, sales agency or franchise or similar agreements; (f) agreements providing for an independent contractor's services; (g) employment agreements, management service agreements, consulting agreements, confidentiality agreements, non-competition agreements, employee handbooks, policy statements and any other agreements relating to any employee, officer or director of the Company; (h) licenses, assignments or transfers of trademarks, trade names, service marks, patents, copyrights, trade secrets or know how, or other agreements regarding proprietary rights or intellectual property; (i) contracts relating to pending capital expenditures by the Company; (j) non-competition agreements restricting the Company or any Shareholder in any manner, (k) any contracts obligating the Company to make 21 payments in excess of $5,000, in the aggregate, over the remaining term of such contract; and (l) all other Contracts or understandings which are material to the Company, or the Business, assets or properties, irrespective of subject matter and whether or not in writing. Except as set forth on Schedule 3.22, the continuation, validity and effectiveness of all the Material Contracts will not be effected by their transfer to ViaSource under this Agreement. 3.23 INVESTMENT INTENT; ACCREDITED INVESTOR STATUS; SECURITIES DOCUMENTS. The Company and each of the Shareholders is acquiring the ViaSource Shares hereunder for his, her or its own account for investment and not with a view to, or for the sale in connection with, any distribution of any of the ViaSource Shares, except in compliance with applicable state and federal securities laws. Each of the Shareholders has had the opportunity to discuss the transactions contemplated hereby with ViaSource and has had the opportunity to obtain such information pertaining to ViaSource as has been requested. Each of the Shareholders is an "accredited investor" within the meaning of Regulation D promulgated under the Securities Act, and has such knowledge and experience in business or financial matters that he/she is capable of evaluating the merits and risks of an investment in the ViaSource Shares. Each of the Shareholders hereby represents that he/she can bear the economic risk of losing his/her investment in the ViaSource Shares and has adequate means for providing for his/her current financial needs and contingencies. 3.24 NO COMMISSIONS. Neither the Company nor the Shareholders have incurred any obligation for any finder's or broker's or agent's fees or commissions or similar compensation in connection with the transactions contemplated hereby. 3.25 BANK ACCOUNTS; BUSINESS LOCATIONS. Schedule 3.25(a) sets forth all accounts of the Company with any bank, broker or other depository institution, and the names of all persons authorized to withdraw funds from each such account. As of the date hereof, the Company has no office or place of business other than as identified on Schedule 3.25(b) and the Company's principal places of business and chief executive offices are indicated on Schedule 3.25(b). All locations where the equipment, inventory, chattel paper and books and records of the Company are located as of the date hereof are fully identified on Schedule 3.25(b). 3.26 ACCURACY OF INFORMATION FURNISHED. No representation, statement or information made or provided by the Company and/or any of the Shareholders contained in this Agreement (including, without limitation, the various Schedules attached hereto) or any agreement executed in connection herewith or in any certificate delivered pursuant hereto or thereto, contains or shall contain any untrue statement of a material fact or omits or shall omit any material fact necessary to make the information contained therein not misleading. The Company has provided ViaSource with true, accurate and complete copies of all documents listed or described in the various Schedules attached hereto. 22 3.27 YEAR 2000 COMPLIANCE. (a) All computer hardware, software, systems and equipment utilized by the Company shall, as currently designed, fully operate before, during and after the calendar year 2000. Without limiting the foregoing, such computer hardware and software shall before during and after the calendar year 2000: (i) Operate without error relative to date or time data; (ii) Record, store, process, and present calendar dates falling on or after January 1, 2000, in the same manner, and with the same functionality as on or before December 31, 1999; (iii) Maintain functionality with respect to the introduction of records containing dates falling on or after January 1, 2000; (iv) Maintain functionality with respect to date and time date handling, including but not limited to date and time data century recognition, calculations which accommodate same century, single-century, and multi-century formulas and data values, and date and time data interface values that reflect century; (v) Include the indication of century in all date-related interface functions and data fields; (vi) Include the appropriate logic for leap year determination; (vii) Be interoperable with other product(s) used by Company. 3.28 RELATED PARTY TRANSACTIONS. No officer, director, shareholder, employee or former employee of the Company, and no affiliate or relative of any of them: (a) owns, directly or indirectly, any interest in (excepting not more than five percent share holdings for investment purposes in securities of publicly held and traded companies), or is in an officer, partner, director, employee or consultant of, or otherwise receives remuneration in excess of $5,000 from, any person which is, or is engaged in business as, a competitor, lessor, lessee, customer or supplier of the Company; (b) owns, directly or indirectly, in whole or in part, any tangible or intangible property, the use of which is necessary for the conduct of the Business; or 23 (c) except as set forth on Schedule 3.28, owes any amount to the Company, or has any cause of action or other claim against the Company. 3.29 CHANGES SINCE DECEMBER 31, 1999. Except as set forth on Schedule 3.29, since December 31, 1999, the Company has not (a) declared, set aside, made or paid any dividend or other distribution payable in cash, stock, property or otherwise of or with respect to its capital stock, or other securities, or reclassified, combined, split, subdivided or redeemed, purchased or otherwise acquired, directly or indirectly, any of its capital stock, or other securities; (b) paid any bonus to or increased the rate of compensation of any of its officers, partners, or employees, or amended any other terms of employment or engagement of such persons; (c) sold, leased or transferred any of its properties or assets or acquired any properties or assets; (d) entered into any transaction with the Shareholder or any Affiliate of the Company or the Shareholder; (f) entered into any employment agreement that is not terminable at will without any liability or obligation; (g) made or pledged any charitable contributions; (h) borrowed any amounts from or against any credit facility or other line of credit existing with respect to the Company; or (i) agreed to do or authorized any of the foregoing. 3.30 SUPPLIERS AND CUSTOMERS. (a) Schedule 3.30 lists (i) all suppliers to which the Company made payments during the year ended December 31, 1999, in excess of five percent (5%) of the cost of sales as reflected on the Company's statement of operations for the year ended December 31, 1999 and (ii) all customers that paid the Company during the year ended December 31, 1999, more than five percent (5%) of the Company's sales revenues as reflected on its statement of operations for the year ended December 31, 1999 ("Customers"). (b) None of the customers or suppliers listed on Schedule 3.30 has terminated or discontinued their business with the Company and the Company has no knowledge which might reasonably indicate that any of the customers or suppliers listed on Schedule 3.30 intend to cease purchasing from, selling to, or dealing with, the Company, nor has any information been brought to the Shareholders' attention which might reasonably lead them to believe any such customer or supplier intends to alter in any material respect the amount of such purchases, sales or the extent of dealings with the Company or would alter in any material respect such purchases, sales or dealings in the event of the consummation of the transactions contemplated by this Agreement. The Company has no knowledge which might reasonably indicate, nor has any information been brought to the Shareholders' attention which might reasonably lead them to believe that, (i) any supplier will not be able to fulfill outstanding or currently anticipated purchase orders placed by the Company, or (ii) any customer will cancel outstanding or currently anticipated purchase orders placed with the Company. 3.31 ORDINARY COURSE. Since December 31, 1999, except as set forth in Schedule 3.31, the Company has conducted its business only in the ordinary course and consistently with its prior practices. 24 3.32 EQUIPMENT. As of the date hereof and on the Closing Date, all equipment owned or leased by the Company and used in connection with the operation of the Business shall be in good condition and working order, subject to such routine maintenance and repairs thereto as may be required in the ordinary course of the business of the Company, except as would not have, individually or in the aggregate, a Material Adverse Change on the Business. 3.33 DISCLOSURE. No information furnished by or on behalf of either of the Shareholders or the Company to ViaSource contains any untrue statement of a material fact or omits to state any fact necessary to make the information disclosed not misleading. 3.34 NO ILLEGAL OR IMPROPER TRANSACTIONS. Neither the Company or any of its subsidiaries nor any shareholder, officer, director, employee, agent or Affiliate of any of them has offered, paid or agreed to pay to any Person (including any governmental official) or solicited, received or agreed to receive from any Person, directly or indirectly, any money or thing of value for the purpose or with the intent of (a) obtaining or maintaining business for the Company and its subsidiaries, (b) facilitating the purchase or sale of any product or service, or (c) avoiding the imposition of any fine or penalty, in any such case in any manner which is in violation of any applicable ordinance, regulation or law; and there have been no false or fictitious entries made in the books or records of the Company and its subsidiaries. 3.35 MBE/DBE STATUS. Except as set forth on Schedule 3.35, no Material Contract was awarded to the Company because of the Company's status as a minority-owned business enterprise ("MBE") or a disadvantaged business enterprise ("DBE"); and except as set forth on Schedule 3.35, no Material Contract is subject to termination and no Business conducted by the Company is subject to being rescinded or terminated as a result of the Company's loss of status as a certified minority-owned business enterprise or a disadvantaged business enterprise pursuant to this Agreement and the transactions contemplated thereby. ARTICLE IV ADDITIONAL AGREEMENTS 4.1 FURTHER ASSURANCES. Each party shall execute and deliver such additional instruments and other documents and shall take such further actions as may be necessary or appropriate to effectuate, carry out and comply with all of the terms of this Agreement and the transactions contemplated hereby, including, but not limited to, all such further deeds, bills of sale, assignments, transfers, conveyances, powers of attorney and assurances as may be required or appropriate to convey and transfer to and vest in ViaSource and protect its right, title and interest in all of the Purchased Assets. 25 4.2 COMPLIANCE WITH COVENANTS. The Shareholders shall cause the Company to comply with all of the covenants of the Company under this Agreement. 4.3 CONFIDENTIALITY; PUBLICITY. Except as may be required by law or as otherwise permitted or expressly contemplated herein, no party hereto or their respective Affiliates, employees, agents and representatives shall disclose to any third party this Agreement, the subject matter or terms hereof or any confidential information or other proprietary knowledge concerning the business or affairs of the other party which it may have acquired from such party in the course of pursuing the transactions contemplated by this Agreement without the prior consent of the other party hereto; provided, that any information that is otherwise publicly available, or has been obtained from a third party, without breach of this provision, shall not be deemed confidential information. No press release or other public announcement related to this Agreement or the transactions contemplated hereby shall be issued by the Company or the Shareholders without the prior approval of ViaSource. 4.4 RESTRICTIVE COVENANT. In order to assure that ViaSource will realize the benefits of this transaction, the Company and each of the Shareholders agree with ViaSource that he, she or it will not: (a) for a period of three (3) years from the date hereof, directly or indirectly, alone or as a partner, joint venturer, officer, director, member, employee, consultant, agent, independent contractor or shareholder of, or lender to, any company or business, engage in any Competitive Activity. As used herein"Competitive Activity" shall consist of the sale, solicitation for sale, marketing, licensing, servicing, distributing of, or other business activity of whatsoever kind or nature relating to the Business, which competes, directly or indirectly, with the business, technology, products or services of ViaSource and its Affiliates in the United States. (b) for a period of three (3) years from the date hereof, directly or indirectly (i) induce any Person which is a customer of ViaSource or any Affiliate of ViaSource to patronize any business directly or indirectly engaged in any Competitive Activity; (ii) canvass, solicit or accept from any Person which is a customer of ViaSource or any Affiliate of ViaSource any Competitive Business; or (iii) request or advise any Person which is a customer or supplier of ViaSource or any Affiliate of ViaSource to withdraw, curtail or cancel any such customer's or supplier's business with ViaSource or any Affiliate of ViaSource, or its or their successors; (c) for a period of three (3) years from the date hereof, directly or indirectly employ, or knowingly permit any company or business directly or indirectly controlled by him, to employ, any person who was employed by ViaSource or any Affiliate of ViaSource at or within the six (6) month period immediately preceding the date of such employment, or in any manner seek to induce any such person to leave his or her employment; (d) at any time following the date hereof, directly or indirectly, in any way utilize, disclose, copy, reproduce or retain in his/her possession ViaSource's or any ViaSource 26 Affiliates' proprietary rights or records, including, but not limited to, any of its or their customer lists. The Company and the Shareholders agree and acknowledge that the restrictions contained in this Section 4.4 are reasonable in scope and duration and are necessary to protect ViaSource after the date hereof. If any provision of this Section 4.4 as applied to any party or to any circumstance is adjudged by a court to be invalid or unenforceable, the same will in no way affect any other circumstance or the validity or enforceability of this Agreement. If any such provision, or any part thereof, is held to be unenforceable because of the duration of such provision or the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the duration and/or area of such provision, and/or to delete specific words or phrases, and in its reduced form, such provision shall then be enforceable and shall be enforced. The parties agree and acknowledge that the breach of this Section 4.4 will cause irreparable damage to ViaSource and upon breach of any provision of this Section 4.4, ViaSource shall be entitled to injunctive relief, specific performance or other equitable relief; provided, however, that, this shall in no way limit any other remedies which ViaSource may have (including, without limitation, the right to seek monetary damages). 4.5 TAX MATTERS. (a) Tax Returns. The Shareholders shall duly prepare, or cause to be prepared, and file, or cause to be filed, and pay or cause to be paid, on a timely basis, all Tax Returns and taxes due for or by the Company for any period ending on or before the date hereof. All other tax returns shall be prepared and submitted by ViaSource. The Shareholders shall not file any amended Tax Returns with respect to the Company without the prior written consent of ViaSource. (b) Tax Cooperation. The Shareholders and ViaSource shall provide the other party with such information and records and access to such of its officers, directors, employees and agents as may be reasonably required by the other party in connection with the preparation of any tax return or any audit or other proceeding relating to the Company. 4.6 DELIVERY OF PROPERTY RECEIVED BY THE COMPANY AFTER CLOSING. From and after the date hereof, ViaSource shall have the right and authority to collect, for the account of ViaSource, all receivables and other items which shall be transferred or are intended to be transferred to ViaSource as part of the Purchased Assets as provided in this Agreement, and to endorse with the name of the Company any checks or drafts received on account of any such receivables or other items of the Purchased Assets. The Company and the Shareholders agree that they will transfer or deliver to ViaSource, promptly after the receipt thereof, any cash or other property which the Company and the Shareholders receive after the date hereof in respect of any claims, contracts, licenses, leases, commitments, sales orders, purchase orders, receivables of any character or any other items transferred or intended to be transferred to ViaSource as part of the Purchased Assets under this Agreement. 27 4.7 VIASOURCE APPOINTED ATTORNEY FOR THE COMPANY. The Company hereby constitutes and appoints ViaSource, and ViaSource's successors and assigns, its true and lawful attorney, in the name of either ViaSource or the Company (as ViaSource shall determine in its sole discretion) but for the benefit and at the expense of ViaSource (except as otherwise herein provided), (a) to institute and prosecute all proceedings which ViaSource may deem proper in order to collect, assert or enforce any claim, right or title of any kind in or to the Purchased Assets as provided for in this Agreement; (b) to defend or compromise any and all actions, suits or proceedings in respect of any of the Purchased Assets, and to do all such acts and things in relation thereto as ViaSource shall deem advisable; and (c) to take all action which ViaSource may reasonably deem proper in order to provide for ViaSource the benefits under any of the Purchased Assets where any required consent of another party to the sale or assignment thereof to ViaSource pursuant to this Agreement shall not have been obtained. The Company acknowledges that the foregoing powers are coupled with an interest and shall be irrevocable. ViaSource shall be entitled to retain for its own account any amounts collected pursuant to the foregoing powers, including any amounts payable as interest in respect thereof. 4.8 EMPLOYMENT AND NON-COMPETITION AGREEMENT. Dennis Scanlan shall enter into an Employment and Non-Competition Agreement with ViaSource in the form set forth on Schedule 4.8. 4.9 SHAREHOLDER AND DIRECTOR VOTE. Each of the Shareholders, in executing the Agreement, consents as a director and/or shareholder (as applicable) of the Company to the Asset Purchase and waives notice of any meeting in connection therewith. 4.10 RELEASE BY THE COMPANY AND THE SHAREHOLDERS. Each of the Company and the Shareholders do hereby each, for themselves and for their respective heirs, personal representatives, successors and assigns (collectively, the "Releasors") release, remise and forever discharge ViaSource and its subsidiaries, affiliates, officers, directors, trustees, shareholders, agents, representatives, employees, consultants, attorneys, accountants, successors and assigns (collectively, the "Releasees"), from any and all debts, sums of money, accounts, claims, actions, causes of action, suits, damages, judgments, losses, contracts, demands, expenses (including attorneys' fees and costs) and/or liabilities of any kind which any of the Releasors ever had, now have or which they can, shall or may have for, upon or by reason of any matter, cause or thing whatsoever, from the beginning of the world to the day of this Agreement, against the Releasees. Notwithstanding anything contained herein to the contrary, this Agreement shall not apply to any obligations, commitments or liabilities arising out of and/or relating to the performance by the Releasees pursuant to this Agreement. 4.11 USE OF THE INTELLECTUAL PROPERTY. Neither the Company nor the Shareholders shall use any of the Intellectual Property after the date hereof, except in connection with employment by ViaSource. 28 4.12 CONDUCT AND PRESERVATION OF BUSINESS. The Company and each of the Shareholders covenant that, except as contemplated by this Agreement, during the period from the date of this Agreement to the Closing Date, the Company shall (i) conduct its business in the usual manner and not enter into any transactions outside the ordinary course of business; (ii) use its best efforts to maintain, preserve and protect its properties and assets and the Business, including, without limitation, to preserve its relationship with its employees, independent contractors, suppliers and customers and to preserve its goodwill; (iii) comply with all laws, ordinances, rules, regulations and orders applicable to its business; (iv) continue to maintain and service the physical assets used in the conduct of the Business in the same manner as has been its consistent past practice; (v) not declare; set aside or pay any dividend or make any distribution on any shares of its capital stock (whether in cash or in kind), or redeem, purchase or otherwise acquire any shares of its capital stock; (vi) not take any action or omit to take any action which would result in the inaccuracy of any of the Company's or the Shareholders' representations and warranties set forth herein if such representations or warranties were to be made immediately after the occurrence of such act or omission; (vii) properly maintain and repair all real and personal property owned or leased by the Company or the Shareholders and used in the business of the Company, so that such property at Closing is in the same condition as normally maintained by the Company; (viii) use its prudent business efforts to have in effect and maintain at all times all insurance of the kind, in the amount and with the insurers set forth on the Disclosure Schedule hereto or equivalent insurance; (ix) refrain from granting any irrevocable powers of attorney or comparable delegations of authority; (x) refrain from taking any action that would constitute, or fail to take any action that would prevent, a breach of or a default under any agreement, contract or understanding to which the Company is a party; (xi) use its prudent business efforts to preserve all Permits; (xii) perform all obligations required to be performed by it under any Contracts; and (xiii) not enter into any collective bargaining agreement or other contract or agreement (or any amendment or modification thereto) with any labor union without the prior written consent of ViaSource. Without limiting the foregoing, the Company and each of the Shareholders covenant that until the Closing Date or termination of this Agreement, except as set forth on the Disclosure Schedule, the Company will not change the compensation of any of its respective directors, officers, employees, independent contractors or consultants, or enter into any employment, severance or other agreement with any of such persons, except in the ordinary course of business. 4.13 NO SHOPPING. (a) The Company and each of the Shareholders covenant, jointly and severally, that, from and after the date hereof until the termination of this Agreement without the express written consent of ViaSource, neither the Company nor any of the Shareholders shall, directly or indirectly, (i) solicit, initiate discussions or engage in negotiations with any Person (other than ViaSource or its Affiliates or their representatives) relating to the possible acquisition, whether by way of merger, reorganization, purchase of shares of capital stock, purchase of assets, management agreement, license or distribution agreement or otherwise (any such acquisition or other transaction or agreement being referred to herein as an "Acquisition Transaction"), of any interest in the Company 29 (other than inventory or obsolete, damaged or worn assets sold or otherwise disposed of in the ordinary course of the Business and consistent with past practice), (ii) provide information with respect to the Company to any Person (other than ViaSource or its Affiliates or their representatives) in connection with a possible Acquisition Transaction or (iii) enter into an agreement with any Person (other than ViaSource or its Affiliates) concerning a possible Acquisition Transaction. Prior to the termination of this Agreement, if the Company or any of the Shareholders receives an unsolicited offer or proposal relating to a possible Acquisition Transaction, the Company or the Shareholders, as the case may be, shall immediately notify ViaSource and provide information to ViaSource as to the identity of the party making any such offer or proposal and the specific terms of such offer or proposal (including, without limitation, the proposed price and financing therefor). (b) The parties recognize and acknowledge that a breach by the Company and each of the Shareholders of this Section 4.13 will cause irreparable and material loss and damage to ViaSource as to which it will not have an adequate remedy at law or in damages. Accordingly, each Party acknowledges and agrees that the issuance of an injunction or other equitable remedy is an appropriate remedy for any such breach. In addition, in the event of any breach of the foregoing which results in the acquisition by a Person other than ViaSource or its Affiliates of a majority of the assets of the Business (measured by fair market value) or of the capital stock of the Company, the Company and the Shareholders shall promptly reimburse ViaSource for all fees and expenses (including, without limitation, out-of-pocket expenses, fees and expenses of accountants, counsel and other advisors, and the like) incurred by them in connection with the transactions contemplated by this Agreement. 4.14 POST-CLOSING PURCHASE PRICE ADJUSTMENT. (a) In order to compensate the Company for the increase, if any, in the Net Worth of the Company for the period beginning January 1, 2000 and ending on the Closing Date, ViaSource agrees that it shall, on or before that date which is 120 days after the Closing Date, determine the Net Worth of the Company on the Closing Date. In the event that the Net Worth of the Company on the Closing Date exceeds the Net Worth of the Company on December 31, 1999, as set forth in Schedule 3.7 hereto, by more than the amount of the Shareholders tax liabilities as set forth in Section 1.1(f)(i) hereof, ViaSource will make payment to the Company of fifty percent (50%) of such excess in immediately available funds on or before that date which is 150 days after the Closing Date. In the event that the Net Worth of the Company on the Closing Date is less than the Net Worth of the Company of December 31, 1999, no adjustment to the Purchase Price shall be required and no additional payments from ViaSource to the Company shall be made. For purposes of this Section 4.14, "Net Worth" shall be defined as the Total Assets of the Company less its Total Liabilities (which shall include a determination of the Shareholders' tax liability for such period determined in a manner consistent with the Shareholders' prior years tax determination) as reflected on the Company's balance sheet as of the applicable date, as determined in accordance with GAAP. In addition to the amount otherwise payable to the Shareholder's pursuant to this Section 4.14(a), ViaSource shall distribute to the Shareholders simultaneously with such other payments, if any, the 30 amount of Shareholders' tax liability for the period beginning on January 1, 2000 and ending as of the Closing Date, as determined in accordance with this Section 4.14(a). (b) In the event that the Company disagrees with the Net Worth determination in Section 4.14(a) above, then it shall provide notice of such disagreement and its proposed Net Worth determination to ViaSource in writing in accordance with the notice provisions of this Agreement within ten (10) days of receipt of the Net Worth determination (the "Notice of Objection"). In the event of a disagreement between ViaSource and the Company with respect to the calculation of the Net Worth determination, which is not resolved within thirty (30) days from the date of delivery of the Company's Notice of Objection, then such disagreement shall be referred to a "big five" accounting firm (the "Settlement Accountants"), and the determination of the Net Worth by the Settlement Accountants shall be final and shall not be subject to further review, challenge or adjustment absent fraud. The Settlement Accountants shall use their best efforts to reach a determination not more than thirty (30) days after such referral. The costs and expenses of the services of the Settlement Accountants shall be paid equally by the Company and ViaSource. ARTICLE V INDEMNIFICATION 5.1 AGREEMENT BY THE COMPANY AND THE SHAREHOLDERS FOR INDEMNIFICATION. The Company and the Shareholders jointly and severally agree to indemnify and hold ViaSource and its stockholders, directors, officers, employees, attorneys and Affiliates (collectively, for purposes of this Article V, the "ViaSource Indemnitees") harmless from and against, and, at the ViaSource Indemnitees' election, in its sole discretion, the ViaSource Indemnitees shall be entitled to recover by set off against the Held Back Shares in accordance with Section 5.3, the aggregate of all expenses, losses, costs, deficiencies, liabilities and damages (including, without limitation, related counsel and paralegal fees and expenses) incurred or suffered by the ViaSource Indemnitees arising out of or resulting from (i) any breach of a representation or warranty made by the Company or the Shareholders in or pursuant to this Agreement, (ii) any breach of the covenants or agreements made by the Company or the Shareholders in or pursuant to this Agreement or (iii) any inaccuracy in any certificate, instrument or other document delivered by the Company or the Shareholders as required by this Agreement, (iv) any Excluded Liabilities, (v) the failure to obtain the consent of any landlord to the assignment of the Company's real estate leases if such consent is required pursuant to the terms of such leases, (vi) any transfer taxes that may be due and owing to any Governmental Authority and (vii) any loss of a Material Contract or Business as a result of the Company no longer qualifying as a minority-owned business enterprise or a disadvantaged business enterprise (collectively, "Indemnifiable Damages"). The Indemnifiable Damages of the Company shall not exceed the Purchase Price. 5.2 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. Each of the representations and warranties made by the Company and the Shareholders shall survive the Closing or termination of 31 this Agreement and shall remain in full force and effect for a period of two (2) years from the Closing Date; provided, however, that the representations and warranties and rights of indemnification with respect to breaches thereof set forth in Sections 3.11, 3.14, 3.15, 3.16, 3.17, 3.20 and 3.21 shall remain in full force and effect until the expiration of the applicable statute of limitations (including any extension thereof). Notwithstanding any knowledge of facts determined or determinable by any party by investigation, each party shall have the right to fully rely on the representations, warranties, covenants and agreements of the other parties hereto contained in this Agreement or in any other documents or papers delivered in connection herewith. Each representation, warranty, covenant and agreement contained in this Agreement is independent of each other representation, warranty, covenant and agreement. The representations and warranties made by ViaSource shall expire upon the Closing. 5.3 SECURITY FOR INDEMNIFICATION OBLIGATION. As security for the indemnification obligations contained in this Article V, ViaSource shall hereby set aside and hold, and the Company and the Shareholders hereby grant a security interest in (i) the shares represented by, the certificates representing the Held Back Shares issued pursuant to this Agreement and (ii) the Note. The ViaSource Indemnitees may set off against the Held Back Shares and/or the Note, as determined by the ViaSource Indemnitees in their sole and absolute discretion, the Indemnifiable Damages for which the Company or the Shareholders may be responsible pursuant to this Agreement subject, however, to the following terms and conditions: (a) The ViaSource Indemnitees shall give written notice to the Company of any claim for Indemnifiable Damages which notice shall set forth (i) the amount of Indemnifiable Damages which the ViaSource Indemnitees claims to have sustained by reason thereof, and (ii) the basis of such claim; (b) Such set off shall be effected on the later to occur on the expiration of 10 days from the date of such notice (the "Notice of Contest Period") or, if such claim is contested, the date the dispute is resolved, and such set off, if taken with respect to the Held Back Shares, shall be charged proportionally against the shares set aside; and (c) For purposes of any set off against the Held Back Shares pursuant to this Article V, the shares of ViaSource Common Stock shall be valued at $2.75 per share. (d) The Company, in its sole discretion, may elect to satisfy its obligations for Indemnifiable Damages by making payments to ViaSource in immediately available funds in accordance with this Section 5.3. 5.4 SECURITY FOR SECTION 5.1(VII) INDEMNIFICATION OBLIGATION. As specifically designated security for the indemnification obligation contained in Section 5.1(vii), in addition to the security provided in Section 5.3 above, ViaSource shall hereby set aside and hold, and the Company and the Shareholders hereby grant a security interest in a total of 147,733 shares, taken 32 pro rata from the amounts payable to the Shareholders on Schedule 1.5 hereto (the "Additional Held Back Shares"). The ViaSource Indemnitees may set off against the Additional Held Back Shares, the Indemnifiable Damages for which the Company or the Shareholder may be responsible pursuant to this Agreement subject, however, to the following terms and conditions: (a) In the event that the Company or the Shareholders are able to obtain a waiver with respect to services provided to the City of St. Louis (the "Waiver"), which such Waiver would waive the obligation of the Company or any other entity with which the Company has contracted or otherwise agreed to provide services to be qualified as or utilize a MBE or DBE in providing such services to the City of St. Louis, and which would provide that the Company would not lose Business with such waiving party as the result of the Company no longer qualifying as a MBE or a DBE, ViaSource shall promptly, and in no event later than five (5) Business Days after receipt of such Waiver (which shall be in the form and substance reasonably acceptable to ViaSource in its sole discretion) deliver the Additional Held Back Shares to the Shareholders, in accordance with Schedule 1.5 hereto. (b) In the event that the Company or the Shareholders are unable to obtain the Waiver, ViaSource shall, within ninety (90) days of its fiscal year ended December 31, 2000, determine the Company's gross revenues for such fiscal year, with such determination to be made in accordance with GAAP. If the gross revenues of the Company for the year ended December 31, 2000 equal or exceed one-hundred percent (100%) of the Company's gross revenues for the year ended December 31, 1999 (which such amount shall also be determined in accordance with GAAP), ViaSource shall promptly, and in no event later than five (5) Business Days after such determination, deliver the Additional Held Back Shares to the Shareholders in accordance with Schedule 1.5 hereto. If the gross revenues of the Company for the year ended December 31, 2000 do not equal or exceed one-hundred (100%) of the Company's revenues for the year ended December 31, 1999, ViaSource shall be entitled to recover any and all Indemnifiable Damages resulting from the Company's indemnification obligation contained in Section 5.1(vii), including but not limited to the retention of all or a portion of the Additional Held Back Shares, as appropriate, in accordance with the provisions of Section 5.3. 5.5 VOTING OF AND DIVIDENDS ON THE HELD BACK SHARES. Except with respect to shares transferred pursuant to the foregoing right of set off (and in the case of such shares, until the same are transferred), all Held Back Shares shall be deemed to be owned by the Company and the Company shall be entitled to vote the Held Back Shares; provided, however, that, there shall also be deposited with ViaSource subject to the terms of this Article V, all shares of ViaSource Common Stock issued to the Company as a result of any stock dividend or stock split and all cash issuable to the Company as a result of any cash dividend, with respect to the Held Back Shares. All stock and cash issued or paid upon Held Back Shares shall be distributed to the person or entity entitled to receive such Held Back Shares together with such Held Back Shares. 33 5.6 DELIVERY OF HELD BACK SHARES. ViaSource agrees to deliver to the Company no later than twelve (12) months after the date hereof any Held Back Shares then held by it unless there then remains unresolved any claim for Indemnifiable Damages as to which notice has been given, in which event any Held Back Shares remaining on deposit after such claim shall have been satisfied shall be returned to the Company promptly after the time of satisfaction. 5.7 ADJUSTMENT TO PURCHASE PRICE. All payments for Indemnifiable Damages made pursuant to this Article V shall be treated as adjustments to the Purchase Price. 5.8 NO BAR. If the Held Back Shares are insufficient to set off any claim for Indemnifiable Damages made hereunder (or have been delivered to the Company prior to the making or resolution of such claim), then the ViaSource Indemnitees may take any action or exercise any remedy available to it by appropriate legal proceedings to collect the Indemnifiable Damages. 5.9 REMEDIES CUMULATIVE. The remedies provided herein shall be cumulative and shall not preclude the ViaSource Indemnitees from asserting any other right, or seeking any other remedies against the Shareholders or the Company. 5.10 LIMITATIONS. The indemnification obligations with respect to representations and warranties of the Company and the Shareholders in Article III and all covenants of the Company and the Shareholders in this Agreement are joint and several obligations. This means that each of the Company and the Shareholders will be responsible to the extent provided in this Article V for the entirety of any indemnification to which the ViaSource Indemnitees may be entitled under this Article V. 5.11 GROSS-UP. If any indemnification payment is determined to be taxable to the party receiving such payment by any taxing authority, the paying party shall also indemnify the party receiving such payment for any Taxes incurred by reason of the receipt or accrual of such payment (taking into account any actual reduction in tax liability to the receiving party) and any costs and expenses (including reasonable attorneys' fees) incurred by the party receiving such payment in connection with such Taxes (or any asserted deficiency, claim, demand, dispute, action, suit, proceeding, judgment or assessment, including the defense or settlement thereof, relating to such Taxes). The amount recoverable by a ViaSource Indemnitee shall take into account the value of any insurance recoveries or actual reduction in Tax liability realized by such ViaSource Indemnitee, and arising from the same incident or set of facts or circumstances giving rise to the claim for indemnity. 34 ARTICLE VI SECURITIES LAW MATTERS The parties agree as follows with respect to the sale or other disposition after the date hereof of the ViaSource Shares: 6.1 DISPOSITION OF SHARES. (a) Neither the Company nor any Shareholder may, directly or indirectly, offer, sell, contract to sell, pledge, purchase or sell any put or call options, or participate in any derivative transaction relating to, or otherwise dispose of the ViaSource Shares received from the Company in connection with the Asset Purchase prior to a date that is twelve months from the date hereof; provided, however, the Company may distribute the ViaSource shares to its shareholders. (b) The Company and the Shareholders represent and warrant that the shares of ViaSource Common Stock hereafter acquired by them are being acquired for their own respective accounts and will not be sold or otherwise disposed of, except pursuant to (i) an exemption from the registration requirements under the Securities Act, (ii) in accordance with Rule 145(d) under the Securities Act, or (iii) an effective registration statement filed by ViaSource with the SEC under the Securities Act. To the extent ViaSource or the Shareholders complies with the provisions of Rule 145(d) under the Securities Act in effecting sales of the ViaSource Shares, ViaSource agrees to provide its transfer agent with appropriate instructions and/or opinions of counsel in order for them to sell, transfer and/or dispose of the ViaSource Shares in accordance with Rule 145(d). 6.2 LEGEND. The certificates representing the ViaSource Shares shall bear the following legends: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. SUCH SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED BY SAID ACT OR STATE LAWS. ViaSource may, unless a registration statement is in effect covering such shares, place stop transfer orders with its transfer agents with respect to such certificates in accordance with federal securities laws. 6.3 NO REGISTRATION. The Company and the Shareholders acknowledge that the ViaSource Shares being delivered hereunder are not registered shares and that ViaSource has no obligation to register the ViaSource Shares at any time. 35 ARTICLE VII CONDITIONS TO THE OBLIGATIONS OF VIASOURCE The obligation of ViaSource to effect the transactions contemplated hereby, shall be subject to the fulfillment at or prior to the date hereof of the following conditions, any or all of which may be waived in whole or in part by ViaSource: 7.1 CERTIFICATE. The Shareholders shall have delivered to ViaSource (i) copies of the Articles of Incorporation and Bylaws of the Company as in effect immediately prior to the date hereof, (ii) copies of resolutions adopted by the Board of Directors and shareholders of the Company authorizing the transactions contemplated by this Agreement, and (iii) a certificate of good standing of the Company issued by the Secretary of State of Missouri and each other state in which it is qualified to do business as of a date not more than thirty days prior to the date hereof, certified in each case as of the date hereof by the Secretary of the Company as being true, correct and complete. 7.2 OPINION OF COUNSEL. ViaSource shall have received an opinion, dated as of the date hereof, from counsel for the Company and the Shareholders acceptable to ViaSource, in form and substance acceptable to ViaSource, to the effect that: (a) the Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Missouri and is authorized to carry on the business now conducted by it and to own or lease the properties now owned or leased by it; (b) the Company has obtained all necessary authorizations and consents of its Board of Directors and shareholders to effect the transactions contemplated hereby; (c) all issued and outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable; (d) such counsel does not know of any litigation, proceeding or investigation pending or threatened which could reasonably be expected to have Material Adverse Effect on the Company, or which questions the validity of this Agreement; (e) such counsel does not know of any event that has occurred or state of facts that exists which would constitute a breach of any of the representations and warranties made by the Company and the Shareholders pursuant to Article III of this Agreement; (f) this Agreement is a valid and binding obligation of the Company and the Shareholders, enforceable against each of them in accordance with its terms, except as enforcement 36 may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting the enforcement of creditors' rights generally or general equitable principles; (g) this Agreement and the transactions contemplated thereby are in compliance with all applicable bulk sale laws; and (h) to the knowledge of such counsel, the execution and delivery of this Agreement by the Company and the Shareholders, the performance by the Company and the Shareholders of their obligations hereunder and the consummation by them of the transactions contemplated by this Agreement will not (a) contravene any provision of the Articles of Incorporation or Bylaws of the Company, (b) violate or conflict with any law, statute, ordinance, rule, regulation, decree, writ, injunction, judgment or order of any Governmental Authority or of any arbitration award which is either applicable to, binding upon or enforceable against the Company or the Shareholders, (c) conflict with, result in any breach of, or constitute a default (or an event which would, with the passage of time or the giving of notice or both, constitute a default) under, or give rise to a right of payment or right to terminate, amend, modify, abandon or accelerate, any Contract which is applicable to, binding upon or enforceable against the Company or the Shareholders, (d) result in or require the creation or imposition of any Lien upon or with respect to any of the properties or assets of the Company, (e) give to any individual or entity a right or claim against the Company or the Shareholders or (f) require the consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority, any court or tribunal or any other Person. 7.3 CONSENTS. The Company and ViaSource shall have received consents to the transactions contemplated hereby and waivers of rights to terminate or modify any material rights or obligations of the Company from any person from whom such consent or waiver is required under any Contract. 7.4 EMPLOYMENT AND NON-COMPETITION AGREEMENT. Dennis Scanlan shall enter into an Employment and Non-Competition Agreement with ViaSource in the form set forth on Schedule 4.8. 7.5 RELEASE. At the Closing, each of the Shareholders, and such of their Affiliates as may be designated by ViaSource, shall deliver to ViaSource a release (collectively, the "Releases") in such form as is satisfactory to ViaSource, releasing all claims of any nature against ViaSource and the Company, including, without limitation, and claims arising out of the Asset Purchase and the other transactions contemplated by this Agreement, except for claims and obligations set forth in the express terms of this Agreement. 7.6 STOCK POWERS. At the Closing, the Company shall have delivered to ViaSource, for use in connection with the Held Back Shares, ten stock powers executed in blank, with signatures medallion guaranteed. 37 7.7 BOARD APPROVAL. The Board of Directors of ViaSource shall have authorized and approved this Agreement, the Asset Purchase and transactions contemplated hereby. 7.8 NO MATERIAL ADVERSE CHANGE. There shall not have occurred any events that have had or are reasonably likely to have a Material Adverse Change. 7.9 LEGAL PROHIBITION. On the Closing Date, no injunction, decree or order shall be in effect prohibiting consummation of the transactions contemplated hereby or which would make the consummation of such transactions unlawful and no action, suit or proceeding shall have been instituted and remain pending before a court, governmental body or regulatory authority to restrain or prohibit the transactions contemplated by this Agreement and no adverse decision shall have been made by any such court, governmental body or regulatory authority which constitutes, or could be reasonably anticipated to constitute, a Material Adverse Change. Between the date hereof and the Closing Date, no federal, state or local statute, rule or regulation shall have been enacted or deemed applicable by any government or governmental or administrative agency or court the effect of which would be to prohibit, restrict, impair or delay the consummation of the transactions contemplated hereby or restrict or impair the ability of' ViaSource to own the Assets. 7.10 FILING OF UCC TERMINATION STATEMENTS. On or before the Closing Date all required or necessary UCC termination statements relating to the Purchased Assets shall have been filed, and all security interests in the Purchased Assets shall have been terminated. 7.11 STOCKHOLDERS AGREEMENT. On or prior to the Closing Date, each Shareholder shall have executed the restated and amended stockholders agreement of ViaSource substantially in the form of Exhibit B hereto. (the "Stockholders Agreement"). ARTICLE VIII DEFINITIONS 8.1 DEFINED TERMS. As used herein, the following terms shall have the following meanings: "Affiliate" shall have the meaning ascribed to it in Rule 12b-2 of the General Rules and Regulations under the Exchange Act, as in effect on the date hereof. "Closing" means the consummation of the transactions contemplated hereby. "Contaminated Site List" means any list, registry or other compilation established by any Governmental Body of facilities or sites that require 38 or potentially require investigation, removal actions, remedial actions or any other response under any Environmental Laws. "Contract" means any agreement, contract, lease, note, mortgage, indenture, loan agreement, franchise agreement, covenant, employment agreement, license, instrument, purchase and sales order, commitment, undertaking, obligation, whether written or oral, express or implied. "Effective Time" means the time when the transactions contemplated by this Agreement are consummated. "Environmental Conditions" means any pollution, contamination, degradation, damage or injury caused by, related to or arising from or in connection with the generation, handling, use, treatment, storage, transportation, disposal, discharge, Release or emission of any Hazardous Materials. "Environmental Laws" means all laws, treatises, compacts, settlement or consent agreements, orders, writs, injunctions, judgments, rules, regulations, statutes, ordinances, common law principles, decrees or orders or other binding requirements with or of any national, international, provincial, federal, state, municipal, local or foreign Governmental Body relating to the environment (including, without limitation, natural resources) or the health of humans or other living organisms, including, without limitation, (a) the control, Release or remediation of any Hazardous Material or potential Hazardous Material or protection of the air, water or land, (b) generation, handling, treatment, storage, disposal or transportation of any Hazardous Material, or (c) exposure to hazardous, toxic or other substances alleged to be harmful, and (d) final and binding requirements related to the foregoing imposed by (i) the terms and conditions of any license, permit, approval or other authorization by any Governmental Body, and (ii) applicable judicial, administrative or other regulatory decrees, judgments and orders of any such Governmental Body. The term "Environmental Laws" shall include, but not be limited to, the following statutes and the regulations promulgated thereunder, as currently in effect or as subsequently amended: the Clean Air Act, 42 U.S.C. ss. 7401 et seq.; the Clean Water Act, 33 U.S.C. ss. 1251 et seq.; the Resource Conservation Recovery Act, 42 U.S.C. ss. 6901 et seq.; the Superfund Amendments and Reauthorization Act, 42 U.S.C. ss. I 10 11 et seq.; the Toxic Substances Control Act, 15 U.S.C. ss. 2601 et seq.; the Water Pollution Control Act, 33 U.S.C. ss. 125 1, et seq.; the Safe Drinking Water Act, 42 U.S.C. ss. 300 et seq.; the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. ss. 9601 et seq.; and any similar state, federal, foreign or local statute or ordinance. "Environmental Remediation Costs" means all costs and expenses of any Person of actions or activities to (a) clean up or remove or remediate Hazardous Materials, (b) prevent or minimize the movement, leaching or migration of Hazardous Materials, (c) prevent, 39 minimize or mitigate or otherwise respond to the Release or threatened Release of Hazardous Materials, or injury or damage from such Release, or (d) comply with the requirements of any Environmental Laws. Environmental Remediation Costs include, without limitation, costs and expenses payable in connection with the foregoing for reasonable legal, engineering or other consultant services, for investigation, testing, sampling and monitoring (including, without limitation, medical monitoring), for boring, excavation and construction, for removal, modification or replacement of equipment or facilities, for labor and material, and for proper storage, treatment and disposal of Hazardous Materials. "ERISA" means the Employee Retirement Income Security Act of 1974, as amended. "Exchange Act" means the Securities Exchange Act of 1934, as amended. "GAAP" means generally accepted accounting principles in effect in the United States of America from time to time. "Governmental Authority" means any nation or government, any state, regional, local or other political subdivision thereof, and any entity or official exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government. "Hazardous Materials" means any (a) toxic or hazardous materials or substances; (b) solid, liquid or gaseous wastes, including asbestos, buried contaminants, chemicals, flammable or explosive materials; (c) radioactive materials; (d) petroleum wastes and Releases of petroleum products; and (e) any other chemical, pollutant, contaminant, waste or other substance (including, without limitation, any product) that is regulated by or pursuant to any Environmental Law. "Lien" means any mortgage, pledge, security interest, collateral assignment, preemptive or refused right, equity of any kind encumbrance, lien or charge of any kind (including, but not limited to, any conditional sale or other title retention agreement, any lease in the nature thereof, and the filing of or agreement to give any financing statement under the Uniform Commercial Code or comparable law or any jurisdiction in connection with such mortgage, pledge, security interest, encumbrance, lien or charge). "Material Adverse Change (or Effect)" means a change (or effect), in the condition (financial or otherwise), properties, assets, prospects, liabilities, rights, obligations, operations, or business which change (or effect) individually or in the aggregate, is materially adverse to such condition, properties, assets, liabilities, rights, obligations, operations, or business. "Person" means an individual, partnership, corporation, business trust, joint stock Company, estate, trust, unincorporated association, joint venture, Governmental Authority or other entity, of whatever nature. 40 "Register", "registered" and "registration" refer to a registration of the offering and sale of securities effected by preparing and filing a registration statement in compliance with the Securities Act and the declaration or ordering of the effectiveness of such registration statement. "SEC" means the Securities and Exchange Commission. "Securities Act" means the Securities Act of 1933, as amended. "Tax Return" means any tax return, filing or information statement required to be filed in connection with or with respect to any Tax. "Taxes" means all taxes, fees or other assessments, including, but not limited to, income, excise, property, sales, franchise, intangible, payroll, withholding, social security and unemployment taxes imposed by any federal, state, local or foreign governmental agency, and any interest or penalties related thereto, whenever they may be assessed. 8.2 OTHER DEFINITIONAL PROVISIONS. (a) All terms defined in this Agreement shall have the defined meanings when used in any certificates, reports or other documents made or delivered pursuant hereto or thereto, unless the context otherwise requires. (b) Terms defined in the singular shall have a comparable meaning when used in the plural, and vice versa. (c) All matters of an accounting nature in connection with this Agreement and the transactions contemplated hereby shall be determined in accordance with GAAP applied on a basis consistent with prior periods, where applicable. (d) As used herein, the neuter gender shall also denote the masculine and feminine, and the masculine gender shall also denote the neuter and feminine, where the context so permits. ARTICLE IX TERMINATION 9.1 TERMINATION. This Agreement may be terminated at any time prior to the Closing: 41 (a) by mutual written consent of all of the parties hereto at any time prior to the Closing; or (b) by ViaSource in the event of a material breach by the Company of any provision of this Agreement, including but not limited to the provisions of Article VII hereto; or (c) by ViaSource or the Company if the Closing shall not have occurred by April 26, 2000. 9.2 EFFECT OF TERMINATION. Except as provided in Article V and for the provisions of Section 4.3, in the event of termination of this Agreement pursuant to Section 9.1, this Agreement shall forthwith become void; provided, however, that nothing herein shall relieve any party from liability for the willful breach of any of its representations, warranties, covenants or agreements set forth in this Agreement. ARTICLE X MISCELLANEOUS 10.1 NOTICES. All notices, requests, demands, claims, and other communications hereunder shall be in writing and shall be delivered by certified or registered mail (first class postage pre-paid), guaranteed overnight delivery, or facsimile transmission if such transmission is confirmed by delivery by certified or registered mail (first class postage pre-paid) or guaranteed overnight delivery, to the following addresses and telecopy numbers (or to such other addresses or telecopy numbers which such party shall designate in writing to the other party): IF TO VIASOURCE: 1001 West Cypress Creek Road Suite 118 Fort Lauderdale, Florida 33309 Attn: Craig A. Russey, President Facsimile Number: (954) 229-1113 WITH A COPY TO: Akerman, Senterfitt & Eidson, P.A. One S.E. 3rd Avenue 28th Floor Miami, Florida 33131 Attn: Bradley D. Houser, Esq. 42 Facsimile Number: (305) 374-5095 IF TO THE COMPANY TO: DS Cable TV Contractor, Inc. c/o Dennis M. Scanlan 324 Redwood Forest Ct. Manchester, Missouri 63021 Attn: Dennis M. Scanlan Facsimile Number: (314) 367-2567 with a copy to: Baylard, Billington & Dempsey, P.C. 30 S. McKinley P.O. Box 547 Union, Missouri 63084 Attn: Michael C. Dempsey, Esq. Facsimile Number: (636) 583-1877 10.2 ENTIRE AGREEMENT. This Agreement (including the Schedules attached hereto) and other documents delivered concurrently herewith, contains the entire understanding of the parties in respect of its subject matter and supersedes all prior agreements and understandings (oral or written) between or among the parties with respect to such subject matter. The Schedules constitute a part hereof as though set forth in full above. 10.3 EXPENSES; SALES TAX. Except as otherwise provided herein, the parties shall pay their own fees and expenses, including their own counsel fees, incurred in connection with this Agreement or any transaction contemplated hereby. The parties agree that the Company shall pay all sales, transfer or similar taxes required to be paid by reason of the transfer by the Company of the Purchased Assets pursuant to this Agreement. 10.4 AMENDMENT; WAIVER. This Agreement may not be modified, amended, supplemented, canceled or discharged, except by written instrument executed by all parties. No failure to exercise, and no delay in exercising, any right, power or privilege under this Agreement shall operate as a waiver, nor shall any single or partial exercise of any right, power or privilege hereunder preclude the exercise of any other right, power or privilege. No waiver of any breach of any provision shall be deemed to be a waiver of any preceding or succeeding breach of the same or any other provision, nor shall any waiver be implied from any course of dealing between the parties. No extension of time for performance of any obligations or other acts hereunder or under any other agreement shall be deemed to be an extension of the time for performance of any other obligations 43 or any other acts. The rights and remedies of the parties under this Agreement are in addition to all other rights and remedies, at law or equity, that they may have against each other. 10.5 BINDING EFFECT; ASSIGNMENT. The rights and obligations of this Agreement shall bind and inure to the benefit of the parties and their respective successors and assigns. Nothing expressed or implied herein shall be construed to give any other person any legal or equitable rights hereunder. Except as expressly provided herein, the rights and obligations of this Agreement may not be assigned or delegated by the Company without the prior written consent of ViaSource. ViaSource may assign all or any portion of its rights hereunder. 10.6 COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute one and the same instrument. 10.7 INTERPRETATION. When a reference is made in this Agreement to an article, section, paragraph, clause, schedule or exhibit, such reference shall be deemed to be to this Agreement unless otherwise indicated. The headings contained herein and on the schedules are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement or the schedules. Whenever the words "include", "includes" or "including" are used in this Agreement, they shall be deemed to be followed by the words "without limitation." Time shall be of the essence in this Agreement. 10.8 GOVERNING LAW; INTERPRETATION. This Agreement shall be construed in accordance with and governed for all purposes by the laws of the State of Florida applicable to contracts executed and to be wholly performed within such State, without regard to conflict of laws principles. 44 10.9 JURISDICTION. (a) Any suit, action or proceeding against the Company or the Shareholders arising out of, or with respect to, this Agreement or any judgment entered by any court in respect thereof may be brought in the courts of Broward County, Florida, or in the U.S. District Court for the Southern District of Florida, as ViaSource (in its sole discretion) may elect, and the Company and the Shareholders hereby irrevocably accept and consent to the nonexclusive personal jurisdiction of those courts for the purpose of any suit, action or proceeding. In addition, each of the Company and the Shareholders hereby irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any judgment entered by any court in respect thereof brought in Broward County, Florida, or the U.S. District Court for the Southern District of Florida, as selected by ViaSource, and hereby further irrevocably waives any claim that any suit, action or proceedings brought in Broward County, Florida, or in such District Court has been brought in an inconvenient forum. (b) Any suit, action or proceeding against ViaSource arising out of, or with respect to, this Agreement or any judgment entered by any court in respect thereof may be brought in the courts of the City of St. Louis, Missouri, or in the U.S. District Court for the Eastern District of Missouri, as the Company and the Shareholders (in their sole discretion) may elect, and ViaSource hereby irrevocably accepts and consents to the nonexclusive personal jurisdiction of those courts for the purpose of any suit, action or proceeding. In addition, ViaSource hereby irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any judgment entered by any court in respect thereof brought in the City of St. Louis, Missouri, or the U.S. District Court for the Eastern District of Missouri, as selected by the Company and the Shareholders, and hereby further irrevocably waives any claim that any suit, action or proceeding brought in the City of St. Louis, Missouri, or in such District Court has been brought in an inconvenient forum. 10.10 ARM'S LENGTH NEGOTIATIONS. Each party herein expressly represents and warrants to all other parties hereto that (a) before executing this Agreement, said party has fully informed itself of the terms, contents, conditions and effects of this Agreement; (b) said party has relied solely and completely upon its own judgment in executing this Agreement; (c) said party has had the opportunity to seek and has obtained the advice of counsel before executing this Agreement; (d) said party has acted voluntarily and of its own free will in executing this Agreement; (e) said party is not acting under duress, whether economic or physical, in executing this Agreement; and (f) this Agreement is the result of arm's length negotiations conducted by and among the parties and their respective counsel. 10.11 SEVERABILITY. In the event that any one or more of the provisions contained in this Agreement or in any other instrument referred to herein, shall, for any reason, be held to be invalid, 45 illegal or unenforceable in any respect, then to the maximum extent permitted by law, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement or any other such instrument. 10.12 ANCILLARY AGREEMENTS. To the extent any agreement ancillary to this Agreement contains any representation or warranty that provides for different or conflicting rights, duties or obligations from those representations and warranties contained herein, the provisions of this Agreement will control. 10.13 ANNOUNCEMENTS. All press releases, notices to customers and suppliers and other announcements with respect to this Agreement and the transactions contemplated by this Agreement shall be approved by both ViaSource and the Company prior to the issuance thereof; provided, that either party may make any public disclosure it believes in good faith is required by law or regulation (in which case the disclosing party will advise the other party prior to making such disclosure and provide the other party a reasonable opportunity to review the proposed disclosure). 10.14 BULK SALES LAWS. The parties hereto hereby waive compliance with the provisions of any applicable bulk sales laws, including Article 6 of the Uniform Commercial Code as it may be in effect in any applicable jurisdiction. This provision shall not be deemed to in any way limit the indemnity provided for in Article V hereof. 46 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the day and year first above written. VIASOURCE COMMUNICATIONS, INC. a New Jersey corporation By: ---------------------------------------- Name: ---------------------------------- Title: --------------------------------- DSC ACQUISITION, INC. a Delaware corporation By: ---------------------------------------- Name: ---------------------------------- Title: --------------------------------- DS CABLE TV CONTRACTORS, INC. a Missouri corporation By: ---------------------------------------- Name: ---------------------------------- Title: --------------------------------- ------------------------------------------- Dennis M. Scanlan, individually ------------------------------------------- Lisa Scanlan, individually