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ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (the "Agreement") is entered into as of December 21, 2010, between (i) _______________________, a __________ organized under the laws of _____________ (the "Purchaser") and (ii) MORRIS-ANDERSON & ASSOCIATES, LTD., solely in its capacity as receiver (the "Receiver"), of certain assets of ANALYTICS, INC. ("Analytics"), CHEMIR ANALYTICAL SERVICES, LLC ("Chemir"), CAS-MI LABORATORIES, LLC ("CAS-MI"), and AZOPHARMA CONTRACT PHARMACEUTICAL SERVICES, LLC ("Cyanta," and collectively with Analytics, Chemir and CAS-MI, the "Debtors"), pursuant to an order of the United States District Court in and for the Eastern District of Missouri (the "District Court") in Case. No. 4:10­cv-00563. RECITALS A. The Debtors (or the Receiver, on behalf of the Debtors) are the owners and operators of businesses that engage in the provision of services for customized chemical analysis, analytical testing and product formulation. B. Chemir and Cyanta conduct their operations out of leased premises located at 2662-66 and 2672-78 Metro Boulevard, Maryland Heights, Missouri, and CAS-MI conducts its business out of leased premises located at 435/445 Joe Hall Drive, Ypsilanti, Michigan. Debtors' assets are located in Missouri and Michigan. C. The Debtors (and/or their predecessors in interest) were among a group of borrowers which entered into secured financing arrangements with Bank of America, N.A. (the "Bank"), pursuant to that certain Amended and Restated Loan Agreement dated March 3, 2008, as amended from time to time, and, following a series of defaults under the applicable loan agreements, the Bank filed suit in the District Court and filed a motion for the appointment of a receiver for certain assets of the Debtors and certain other affiliated entities. D. Pursuant to an order of the District Court dated April 9, 2010, as amended by an amended and restated order dated May 3, 2010 (as so amended and restated, the "Receivership Order"), the Receiver was appointed and authorized, among other things, (i) to take possession of the assets of certain of the respective borrowers comprising the Bank's collateral, (ii) to operate the respective businesses of such borrowers on an interim basis, and (iii) to conduct an orderly sale of such assets, with the proceeds of such sale to be applied to pay the obligations of borrowers to the Bank and unsecured creditors. E. On December 21, 2010, the Receiver and EAG, Inc. (the "Stalking Horse") entered into an Asset Purchase Agreement for substantially all of the assets of Debtors (the "EAG Agreement"). F. Pursuant to an order of the District Court dated January 5, 2011 (the "Procedures Order"), the Receiver was authorized, among other things, to solicit higher and better offers for the assets of the Debtors than the offer of the Stalking Horse contained in the EAG Agreement, such offers to be made at an auction conducted in accordance with the Procedures Order ("Auction").

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E. The Purchaser, having participated in the Auction, has made either the highest or the second highest bid for substantially all of the assets of Debtors, and Receiver desires to dispose of all of the assets of the Debtors (except for the Excluded Assets, as defined below), and the Purchaser is willing to acquire such assets, for the consideration and on the terms and conditions set forth in this Agreement. AGREEMENT NOW, THEREFORE, in consideration of the premises and mutual representations, warranties and covenants herein contained and other good and valuable consideration, the receipt, adequacy and legal sufficiency of which are hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows: ARTICLE 1 Sale of Purchased Assets 1.1 Description of Purchased Assets. For the consideration and subject to the terms and conditions set forth in this Agreement, at the Closing, the Receiver shall sell, transfer, assign, convey and deliver to the Purchaser, and the Purchaser shall purchase, accept and acquire, good title, free and clear of all mortgages, security interests, conditional sale or other title-retention agreements, pledges, liens, claims, judgments, demands, charges, encumbrances, options, right of first refusal, rights of reclamation and restrictions of any kind, all of the Debtors' right, title and interest, direct or indirect, in and to all accounts, contract rights, chattel paper, instruments, lock box accounts, letter of credit rights, payment intangibles, general intangibles, inventory, machinery, furniture, fixtures, equipment, notes, and documents, as the same shall exist on the Closing Date, other than the Excluded Assets (collectively, the "Purchased Assets"), but including without limitation the assets specifically listed on Schedule 1.1 hereto and the following: (a) All of the Debtors' right, title and interest in and to all local telephone numbers and toll-free telephone numbers, including numbers for both voice and data transmission, and all of the Debtors' transferable right, title and interest in and to all contracts with telephone operating companies and other vendors for the use of such numbers; all right, title and interest of the Debtors in and to internet domains, subdomains, email addresses and all other assets associated with the Debtors' e-commerce presence; all rights owned by the Debtors in or to any trade marks, service marks, logos, trade names, trade dress and corporate and fictitious or assumed names (including but not limited to any trademark, service mark, trade name or similar rights in or to Analytics, Chemir, CAS-MI and Cyanta), in each case together with the goodwill of the businesses of the Debtors relating thereto; all registered and unregistered copyrights owned by the Debtors; all inventions (including but not limited to the right to apply for patent with respect thereto), patent applications and patents owned by the Debtors; all registrations, applications for registration, and renewals of any of such trademarks, service marks, logos, trade names, trade dress, corporate and fictitious or assumed names and copyrights; all trade secrets (including, without limitation, trade secret rights in customer lists, vendor lists and contact lists, , in each case, however maintained) of Seller, including, without limitation, any trade secret or other rights of the Debtors in any confidential information, testing protocol and methodology,

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"); and all of the Debtors' transferable right, title and interest in and to any license or similar agreement for the use or other exploitation by the Debtors or another party of any trademark, service mark, logos, trade names, trade dress, corporate and fictitious or assumed names, copyrights, inventions, patents, patent applications, trade secrets, or Confidential Proprietary Information (all of the items listed in this paragraph 1.1(a) are referred to collectively as the "Intellectual Property Rights"); (b) All of the Debtors' inventory of controlled substances, chemical compounds, catalysts, testing materials, stationery, marketing materials, advertising displays, office supplies and other current assets held for consumption in the ordinary course of the Debtors' businesses; (c) To the extent they have not been collected by the Debtors prior to the Closing, all of the Debtors' trade accounts receivable and trade notes receivable from customers and others, and all rights to payment for goods sold or leased or services provided, including but not limited to those which are not evidenced by instruments or chattel paper, whether or not they have been earned by performance or have been written off or reserved against as a bad debt or doubtful account in any financial statement (the "Receivables"); (d) All of the Debtors' right, title and interest in and to the leases of the facilities of the Debtors together with the leasehold estate of the Debtors created thereunder and all transferable occupancy permits and utility deposits, if any, relating thereto, all of which leases are identified in Schedule 1.1(d) to this Agreement (the "Acquired Leases"); (e) All of the Debtors' right, title and interest in and to lock box accounts (exclusive of the cash included therein), including without limitation those lock box accounts described on Schedule 1.1(e); (f) All leasehold improvements, furniture, furnishings, vehicles, equipment, instruments, testing apparatus and other tangible personal property of the Debtors wherever located, together with all related spare parts, maintenance supplies, tools, warranty rights, operating manuals and other documentation relating to such tangible personal property (the "Fixed Assets"); (g) All of the Debtors' right, title and interest, if any, in and to all prepaid contracts with publishers of telephone directories, trade show operators, trade magazines and other prepaid subscription rights, and all contracts by which a third party has agreed to provide future services to or on behalf of the Debtors (the "Vendor Contracts"); (h) All of the Debtors' right, title and interest in and to (i) outstanding contracts and orders with third parties for the purchase by the Debtors of supplies, merchandise or other goods (the "Purchase Orders"), (ii) outstanding contracts, bids and offers for the provision by the Debtors of services to customers, including without limitation jobs in process and not yet

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completed, or for the provision of expert witness testimony in adversary proceedings (the "Backlog and Work in Process"), and (iii) confidentiality, secrecy, trade secret, nonsolicitation of customers, prospective customers or employees or independent contractors, no hire, no recruit, no pirating, noncompetition agreements and similar restrictive covenants or provisions in favor of any Debtor from any third party, including, without limitation, any such agreements entered into in connection with the auction process described in the Procedures Order (defined below) and any such agreements entered into by any employee or former employee of any Debtor in favor of such Debtor and any such agreements entered into by an independent contractor or former independent contractor in favor of any Debtor (the "Protective Agreements"); (i) All of the Debtors' transferable right, title and interest, in and to all governmental licenses, and all governmental and third party authorizations, certifications, permits, approvals, registrations, variances, exemptions, rights of way, franchises, privileges, immunities, grants, ordinances, governmental licenses and other rights of every kind and character related to the Purchased Assets and the operating businesses held by the Debtors, including but not limited to those listed on Schedule 1.1(i) (the "Permits"); (j) To the extent relevant to the items identified or described in the preceding paragraphs (a) through (i), copies or originals (as appropriate based on the party having the greatest need for the original of an item) of all of the Debtors' business, financial and marketing information (in whatever form or medium contained), including but not limited to customer lists, account histories, referral sources, advertising and promotional materials, vendor lists, sales and purchasing records, contract files, technical manuals, test data, survey data and other business records and files (collectively, the "Business Records"), all of which shall be subject to the right of the Receiver to retain copies for any valid business purpose of the Receiver or the Debtors (provided that the Business Records shall not include the Debtors' original historical financial statements, ledgers, audit papers, tax returns and tax records, and original historical records of the Debtors' equity owners, directors and managers; provided further that the Receiver shall provide copies of such documents to the Purchaser upon request); (k) Debtors; The right to interview and extend offers of employment to employees of the

(l) All of the Debtors right title and interest to the insurance contract(s) underlying the Debtors' group health plan(s) (including dental) identified on Schedule 1.1(l) (the "Plan Contracts"), and all employer and employee funds deposited as of the Closing Date in the healthcare portion of the flexible spending account plan ("Healthcare FSA") maintained by the Debtors; (m) All of the Debtors right to prepaid insurance, rights to returns of insurance premiums, and rights under policies of insurance maintained by or for the account of any Debtor (including but not limited to rights of defense, reimbursement and/or indemnity), solely to the extent the foregoing relate to the Purchased Assets including, without limitation, those identified on Schedule 1.1(m); (n) All of the Debtors' rights of offset, rebates, credits and other rights of recovery against third parties, solely to the extent the foregoing rights relate to the Purchased Assets;

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(o) All of the Debtors' right, title and interest in and to those certain independent contractor agreements set forth on Schedule 1.1(o) (such agreements, the "Independent Contractor Agreements"); and (p) All other or additional privileges, rights, interests, properties and assets of the Debtors, of every kind and description and wherever located, that are used or intended for use in connection with, or that are necessary or advisable to the continued conduct of the Debtors' businesses as currently being conducted (other than the Excluded Assets, as defined below). In this Agreement, the term "Executory Contracts" refers collectively to the Acquired Leases, Vendor Contracts, Purchase Orders, Backlog and Work in Process, Independent Contractor Agreements, Plan Contracts, Protective Agreements, and license or similar agreements included among the Intellectual Property Rights, in each case to the extent set forth on Schedule 2.1 (it being understood that any agreement, contract or obligation not set forth on Schedule 2.1 shall not be considered an Executory Contract for purposes of this Agreement). 1.2 Excluded Assets. Notwithstanding anything contained in Section 1.1 to the contrary, the Receiver is not selling, and the Purchaser is not purchasing, any of the following assets of the Debtors, all of which shall be retained by the Receiver for the account of the Debtors (collectively, the "Excluded Assets"): (a) Claims and other rights of each Debtor under any contract or agreement not included among the Executory Contracts to be acquired by the Purchaser and set forth on Schedule 1.2(a); (b) Cash, cash equivalents, customer checks deposited but not yet cleared (net of Debtors checks issued but not yet cleared), and all capital stock of Debtors' respective subsidiaries, if any; (c) All of the Debtors' right, title and interest in and to any third party contract, agreement, or arrangement related to the Debtors' sponsorship of the Chemir 401(k) Plan, and all of the assets held in any trust underlying the Chemir 401(k) Plan; (d) Rights of offset, rebates, credits and other rights of recovery against third parties, solely to the extent the foregoing rights relate to assets other than Purchased Assets; (e) Deposits with the Internal Revenue Service or any federal, state, local or foreign taxing authority, and rights to refunds of any previously paid taxes; (f) Prepaid insurance, rights to returns of insurance premiums, and rights under policies of insurance maintained by or for the account of any Debtor (including but not limited to rights of defense, reimbursement and/or indemnity), solely to the extent the foregoing relate to assets other than Purchased Assets and identified on Schedule 1.2(f); (g) Assets of Azopharma Contract Pharmaceutical Services, LLC that are not associated with the division thereof that was formerly known as Cyanta Analytical Laboratories, Inc., a Missouri corporation, and assets reflected on the books of any Debtor (if any) that were

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disposed of in the prior sale of the assets of Aniclin Preclinical Services, LLC, a Missouri limited liability company; (h) The articles of organization, operating agreement, taxpayer and other identification numbers and other documents relating to the organization, maintenance and existence of each Debtor and its respective predecessors as a limited liability company or other form of business organization; (i) The stock or other equity interests of the Debtors or any of their subsidiaries;

(j) The Debtors' tax returns, schedules and workpapers (provided that the Purchaser at its request and expense may make copies of such documents as they exist as of the date of the Closing); (k) Claims and other rights of the Debtors arising under this Agreement or any other agreement, instrument, certificate or document executed and delivered by or on behalf of the Purchaser in connection with the transactions contemplated by this Agreement; (l) Claims and other rights of the Debtors against the holders of any liabilities and obligations of the Debtors that are not being assumed by the Purchaser; and (m) Except with respect to the Independent Contractor Agreements and the Executory Contracts, all agreements providing for the terms and conditions of employment (or the termination of employment) or of any independent contractor relationship between any person and any Debtor, including but not limited to any independent contractor agreement to which the Debtors are or were a party. 1.3 Consideration and Earnest Money Deposit. The aggregate consideration to be paid by the Purchaser to the Receiver for the Purchased Assets shall consist of the assumption of the Executory Contracts set forth on Schedule 2.1 and the payment of [Twenty-Three Million Eight Hundred Thousand Dollars ($23,800,000)] ("Purchase Price"), payable at the Closing by the Purchaser's wire transfer of immediately available funds to the account or accounts designated by the Receiver. The Purchase Price shall be subject to adjustment at and after the Closing to the extent provided in Section 1.4 and Section 6.2(d)(i). At the Closing (if the Closing occurs), the $1,000,000 refundable earnest money previously deposited by the Purchaser (the "Earnest Money Deposit") shall be paid to the Receiver and credited toward the Purchase Price. In the event that this Agreement is terminated prior to the Closing in accordance with Section 7.3(b)(i), the Receiver, for the account of the respective Debtors, shall be entitled to receive and retain the Earnest Money Deposit as liquidated damages in accordance with Section 7.4. 1.4 Prorations and Adjustments.

(a) With respect to the Acquired Leases, all general real estate taxes and property/casualty insurance charges for which the lessee is responsible, and all unmetered water and sewer rents and charges, common area maintenance charges and other items which are the responsibility of the lessee, all charges imposed with respect to transferable occupancy permits (if any), and all 2011 personal property taxes attributable to the Fixed Assets, shall be prorated as

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of the Closing, and the Receiver and the Purchaser shall execute a written statement at the Closing setting forth the amounts of such prorations based on the then most recently available information (the "Closing Statement"). Any taxes prorated pursuant to the Closing Statement shall be timely paid to the appropriate taxing authority. The parties shall cooperate to cause all utilities serving the premises covered by such Acquired Leases to switch their billing to the Purchaser effective at the Closing, or if that cannot be accomplished, to prorate utility charges on the Closing Statement, with the Purchaser to pay additional Purchase Price to the extent of any utility deposits transferred. The Purchaser shall be entitled to a Purchase Price credit equal to the dollar amount of the deposit liability accepted pursuant to Section 2.1(b) below, such credit to be reflected on the Closing Statement. For a period of ninety (90) days following the Closing, the Receiver or the Purchaser may notify the other in writing with appropriate supporting documents, that the actual pro rated charges, taxes or deposit liability were different from the amount reflected on the Closing Statement, and the appropriate party shall make an adjusting payment to the other to reflect any underaccrued or overaccrued charge. All such adjusting payments shall be deemed adjustments to the Purchase Price. (b) The Purchaser shall pay additional Purchase Price equal to the amount of all employer funds deposited as of the Closing Date in the Debtor's Healthcare FSA and purchased pursuant to Section 1.1(l). 1.5 Allocation of Purchase Price; Sales Tax.

(a) Within ninety (90) days after Closing, the Purchaser shall provide the Receiver an allocation of the Purchase Price (as adjusted for Section 6.2(d)(i) and any post-Closing Purchase Price adjustments pursuant to Section 1.4), together with any Assumed Liabilities (as defined below) consistent with Section 1060 of the Internal Revenue Code of 1984, as amended (the "Code"). Within fifteen (15) days of receipt of such draft allocation, the Receiver shall notify Purchaser of any objections to such draft allocation. The Purchaser and the Receiver shall work in good faith to resolve any dispute regarding such allocation. Any post-Closing Purchase Price adjustments pursuant to Section 1.4 shall be allocated among the assets in a manner reasonably determined by the parties in good faith to be consistent with the allocation set forth in Schedule 1.5 and Section 1060 of the Code. Any dispute with respect to the allocation or such postClosing adjustments shall be resolved by a nationally recognized accounting firm jointly retained by the parties. All parties covenant to prepare and file their respective income tax returns in a manner consistent with such allocation (as adjusted, if applicable) and not to take any position in any return, or examination or other administrative or judicial proceeding relating to any return, or for financial purposes that is inconsistent with such allocation unless required by law. The Purchaser shall timely file, and the Receiver shall cause the Debtors to timely file, in each case with its federal income tax return for the period that includes the date of the Closing, an appropriate IRS Form 8594 reflecting such allocation, if and to the extent required by the Code or the Treasury regulations thereunder. (b) The Receiver will cause to be timely paid, out of the Purchase Price deliverable by the Purchaser pursuant to this Agreement, all sales, use and similar taxes, if any, in connection with the purchase and sale of the Purchased Assets.

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1.6 Non-Transferable Assets. Nothing in this Agreement shall be construed as an agreement to assign any Executory Contract, Permit or other Purchased Asset that by its terms or pursuant to applicable law is not capable of being sold, assigned, transferred or delivered without the consent or waiver of a third party or governmental authority unless and until such consent or waiver shall be given. The Receiver shall use its reasonable best efforts, and the Purchaser shall cooperate reasonably with the Receiver, to obtain such consents and waivers and to resolve the impediments to the sale, assignment, transfer or delivery contemplated by this Agreement and to obtain any other consents and waivers necessary to convey to the Purchaser all of the Purchased Assets. In the event any such consents or waivers are not obtained prior to the Closing Date, the Receiver shall continue to use its reasonable best efforts, for a period of six (6) months after the Closing Date, to obtain the relevant consents or waivers until such consents or waivers are obtained, and the Receiver will cooperate with the Purchaser in any lawful and economically feasible arrangement to provide that the Purchaser shall receive the interest of the Receiver and the Debtors in the benefits under any such Executory Contract, Permit or other Purchased Asset, including performance by the Debtors or the Receiver, if economically feasible, as agent; provided, that the Purchaser shall undertake to pay or satisfy the corresponding liabilities for the enjoyment of such benefit to the extent the Purchaser would have been responsible therefor hereunder if such consents or waivers had been obtained. Nothing in this Section 1.6 shall affect the Purchaser's right to terminate this Agreement under Section 7.3 in the event that any consent or waiver as described herein is not obtained. ARTICLE 2 Assumption of Contractual Liabilities 2.1 Undertakings of the Purchaser. Subject to the terms and conditions set forth in this Agreement and the receipt of consents from third parties, where applicable, at the Closing, the Purchaser shall assume, pay and perform only (a) the obligations of the Debtors under the express terms of the Executory Contracts set forth on Schedule 2.1, to the extent not performed by the Debtors prior to the Closing, and (b) the liability of the Debtors to credit customers with deposits made toward a contract in the Backlog and Work in Process, to the extent such liability is accrued on the Closing Statement or compensated by a post-Closing Purchase Price adjustment pursuant to Section 1.4 (the liabilities and obligations set forth in Section 2.1(a) and 2.1(b), the "Assumed Liabilities"). 2.2 No Other Obligations Assumed. Notwithstanding the provisions of Section 2.1 or any other provision of this Agreement, any Schedule or Exhibit hereto or any ancillary agreement to the contrary, and regardless of any disclosure to the Receiver, except for the Assumed Liabilities, and the post-closing employment-related obligations set forth in Section 6.1 below, the Purchaser shall not assume, and the Debtors shall remain solely responsible for, all taxes, trade accounts payable, accrued expenses and all other liabilities, obligations, mortgages, security interests, conditional sale or other title-retention agreements, pledges, liens, claims (as such term is defined in Section 101 (Definitions) of Title 11 (Bankruptcy) of the United States Code), judgments, demands, unrecorded easements, charges, encumbrances, defects, options, rights of first refusal, rights of reclamation and restrictions of any kind on the Purchased Assets, claims and commitments of or against the Debtors, whether any of the foregoing are known or unknown, existing, contingent upon future events or circumstances, accrued, funded, unfunded

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or otherwise, and whether or not covered by insurance. The Receiver and the Purchaser shall cooperate to cause this disclaimer of liability assumption to be included in the Approval Order referred to in Section 6.6 below. ARTICLE 3 Representations and Warranties of the Receiver In order to induce the Purchaser to acquire the Purchased Assets on the terms set forth in this Agreement, the Receiver hereby makes the following representations and warranties: 3.1 Status and Power.

(a) Existence and Status. The Receiver is duly organized and validly existing and in good standing under the laws of its state of organization. (b) Power and Authority.

(i) By virtue of the Receivership Order, and subject to receipt of the Approval Order, the Receiver has the right, power and authority to enter into this Agreement and each other agreement, instrument or other document required to be executed by it hereunder (collectively, the "Receiver's Agreements") and to consummate the sale of the Purchased Assets and the other transactions contemplated by, and otherwise to comply with and perform its obligations under, this Agreement; and (ii) This Agreement and the Receiver's Agreements to which the Receiver is and shall become a party constitute and shall constitute the valid and binding agreements of the Receiver that are enforceable against the Receiver in accordance with their respective terms. 3.2 Consents Required. Subject to the receipt of the Approval Order and any necessary consents to transfers of Permits and Executory Contracts set forth on Schedule 3.2, to the Receiver's best knowledge no consent, approval, order or authorization of, or registration, declaration or filing with, any governmental authority or other third-party on the part of the Debtors or the Receiver is required in connection with the execution or delivery of this Agreement or the Receiver's Agreements or the consummation of the sale of the Purchased Assets and the other transactions contemplated by this Agreement or the Receiver's Agreements. 3.3 Liens and Encumbrances. To the Receiver's best knowledge, none of the Purchased Assets is subject to any lease, license, lien, claim, option or other encumbrance of any kind ("Lien"), other than Liens in favor of the Bank to be discharged upon entry of the Approval Order, Liens subordinate thereto and set forth on Schedule 3.3 which will be extinguished as a result of the sale of the Purchased Assets, Liens for current period taxes not yet due and payable, and Liens arising in the ordinary course of business with respect to current obligations of the Debtors and set forth on Schedule 3.3 as to which, to the Receiver's best knowledge, the Debtors are not in default. Except as set forth on Schedule 3.3, the Receiver has not received written notice from any creditor of the Debtors or other third party contesting the right of the Receiver to

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dispose of the Purchased Assets or claiming a Lien in the Purchased Assets superior to that of the Bank. 3.4 Documentation Concerning Executory Contracts. The Receiver has delivered or made available to the Purchaser copies of the Acquired Leases, Vendor Contracts, Independent Contractor Agreements, Purchase Orders, Backlog and Work in Process, Plan Contracts, Protective Agreements and license or similar agreements included among the Intellectual Property Rights, to the extent such copies are listed in Schedule 3.4 attached hereto and are in the possession of the Receiver. To the Receiver's best knowledge, such Schedule 3.4 and the copies delivered or made available to the Purchaser are accurate and complete. Since its appointment by the Court as Receiver pursuant to the Receivership Order, the Receiver has not received any written notice from any counterparty to any Executory Contract asserting that any of the Debtors are in breach, or have otherwise not performed their respective obligations thereunder, other than with respect to breaches and other instances of non-performance that have been cured by the respective Debtor and are set forth on Schedule 3.4. 3.5 Permits. The Receiver has delivered or made available to the Purchaser copies of all Permits listed in Schedule 3.5 attached hereto that are in the possession of the Receiver. To the Receiver's best knowledge based solely upon reasonable inquiry of David Riggs, Matthew Dunn and Ed Kuper, (i) such Permits are necessary and sufficient for the conduct and operation of the Debtors' businesses as have been conducted since the Receiver's appointment pursuant to the Receivership Order and (ii) except as set forth on Schedule 3.5, the Receiver has not received notice that any of the Debtors is in violation of any of the Permits set forth on Schedule 3.5. 3.6 No Litigation. Except as set forth on Schedule 3.6, neither the Receiver nor, to the Receiver's best knowledge, any of the Debtors is (a) engaged in, a party to, subject to or threatened with, any claim, legal or equitable action, or other proceeding; or (b) a party to or subject to any judgment, order or decree against a Debtor or the Purchased Assets; in either case which would have a material adverse effect on the sale of the Purchased Assets to the Purchaser on the terms set forth in this Agreement. 3.7 No Commissions. Except for a commission payable to the Receiver which will be paid from the proceeds of the sale of the Purchased Assets, no person, firm or corporation has asserted or is entitled to any commission or broker's or finder's fee in connection with the Purchased Assets by reason of any act or omission of the Receiver. 3.8 Disclosures. To the Receiver's best knowledge, there are no material facts specifically pertaining to the businesses of the Debtors (as distinguished from general economic or industry conditions) that have not been disclosed in this Agreement, the schedules hereto or the Receiver's informational materials that could reasonably be expected to have a material adverse effect on the Purchased Assets or operations of the businesses of the Debtors immediately following the Closing. 3.9 Statements and Omissions. To the Receiver's best knowledge, no representation or warranty in this Article 3 contains any untrue statement of a material fact or omits to state any

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material fact necessary, in light of the circumstances under which it was made, in order to make the statements herein not misleading. 3.10 Receiver. All rights of the Debtors with regard to the ownership and possession of the Purchased Assets are rights held by the Receiver pursuant to the Receivership Order. Pursuant to the Receivership Order, all of the respective rights, title and interest of the Debtors in and to the Purchased Assets were transferred to the Receiver. Pursuant to this Agreement, the Receiver, solely in its capacity as receiver, sells, assigns and transfers all of its right, title and interest in and to the Purchased Assets to the Purchaser, and the Receiver has not granted any rights to any third party with respect to the Purchased Assets. 3.11 Sufficiency of Assets. To the Receiver's best knowledge, the Purchased Assets constitute all of the assets, properties and rights necessary and sufficient for the conduct and operation of the Debtors' businesses as have been conducted since the Receiver's appointment pursuant to the Receivership Order. 3.12 Customers. Schedule 3.12 includes a coded list of all customers of each of the Debtors with a billing of $125,000 or more during the last twelve (12) months. To the Receiver's best knowledge, none of the customers listed on Schedule 3.12 have notified any of the Debtors expressing any intention to cease or materially decrease its respective business with any of the Debtors. 3.13 DISCLAIMER OF IMPLIED WARRANTIES. EXCEPT ONLY FOR THE REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE RECEIVER SET FORTH IN THIS AGREEMENT, THE PURCHASED ASSETS ARE BEING SOLD IN THEIR "AS IS, WHERE IS" CONDITION, AND THE RECEIVER HEREBY DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF ANY OF THE PURCHASED ASSETS. 3.14 DISCLAIMER OF IMMATERIAL INACCURACIES IN DEPRECIATION SCHEDULES. The Receiver makes no representation or warranty as to the accuracy or completeness of the depreciation schedule referenced in Section 5(a) of Schedule 1.1, or as to whether any item listed thereon that is immaterial to the Debtors' businesses is still in the possession or control of the debtors. The Purchaser is urged to rely on its inspection and review of the fixed assets of the debtors at each of their respective locations in order to confirm the quantity and condition of any such immaterial item. ARTICLE 4 Representations and Warranties of the Purchaser In order to induce the Receiver to sell the Purchased Assets on the terms and conditions set forth in this Agreement, the Purchaser hereby represents and warrants to the Receiver as follows: 4.1 Status and Power.

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(a) Corporate Existence and Status. The Purchaser is a ___________ duly organized, validly existing and in good standing under the laws of ___________. (b) Power and Authority.

(i) The Purchaser has the right, power and authority to enter into this Agreement and each other agreement, instrument or other document required to be executed by it hereunder (collectively, the "Purchaser's Agreements") and to consummate the purchase of the Purchased Assets and the other transactions contemplated by, and otherwise to comply with and perform its obligations under, this Agreement; and (ii) This Agreement and Purchaser's Agreements to which it is and shall become a party constitute and will constitute the valid and binding agreements of the Purchaser that are enforceable against it in accordance with their respective terms. (c) No Governmental Consents Required. Subject to receipt of the Approval Order that constitutes a Final Order, to the best of the Purchaser's knowledge, no consent, approval, order or authorization of, or registration, declaration or filing with, any governmental authority on the part of the Purchaser is required in connection with its execution or delivery of this Agreement or the Purchaser's Agreements or the consummation of the purchase of the Purchased Assets and the other transactions contemplated by, or other compliance with or performance under, this Agreement or the Purchaser's Agreements by the Purchaser. 4.2 No Commissions. No person, firm or corporation has asserted or is entitled to any commission or broker's or finder's fee in connection with the purchase of the Purchased Assets by reason of any act or omission of the Purchaser. 4.3 No Litigation. The Purchaser is not (a) engaged in, a party to, subject to, or to the Purchaser's best knowledge, threatened with any claim, legal or equitable action, or other proceeding; or (b) a party to or subject to any judgment, order or decree; in either case which would have a material adverse effect on the performance by the Purchaser of its obligations under this Agreement. To the Purchaser's best knowledge, no 4.4 Statements and Omissions. representation or warranty in this Article 4 contains any untrue statement of a material fact or omits to state any material fact necessary, in light of the circumstances under which it was made, in order to make the statements herein not misleading. ARTICLE 5 Closing The closing of the sale of the Purchased Assets contemplated by this Agreement (the "Closing," and the date on which the Closing occurs, the "Closing Date") shall take place at the office of Thompson Coburn LLP, St. Louis, Missouri, on the first (1st) business day following both (i) the entry of the Approval Order that constitutes a Final Order (as defined below), and no bankruptcy petition, voluntary or involuntary, is then on file with respect to the Purchased

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Assets, and (ii) the satisfaction or, to the extent permitted by law, waiver of all conditions and obligations of the parties set forth in Article VII, or at such other place and time as the Receiver and the Purchaser shall agree in writing. The transfer of the Purchased Assets will be deemed to occur as of 12:01 a.m. (Central Standard Time) on the Closing Date, and until such time the Debtors will retain ownership and possession of, and bear all risk of loss or damage to, the Purchased Assets and will remain liable for all liabilities with respect to the Purchased Assets. ARTICLE 6 Covenants of the Parties 6.1 Obligations Concerning Employees.

(a) Offers of Employment; Service Credit. Prior to the Closing, the Receiver shall cooperate with the Purchaser to make the Debtors' employees available for interviews with the Purchaser's representatives. The Purchaser shall be entitled, but not obligated, to extend offers of employment to such of the Debtors' employees as the Purchaser shall determine. The Purchaser shall credit each of the Debtors' employees hired by the Purchaser with all service recognized by the Debtors for purposes of eligibility and vesting, but not for benefit accrual in the Purchaser's benefit plans, to the extent that such recognition of such service does not cause a duplication of benefits. (b) Vacation Accruals. The Purchaser shall credit each employee of the Debtors hired by the Purchaser with an amount of vacation pay equal to 80 hours or the unused vacation pay due such employee as of the Closing, whichever is less. The Receiver shall cause the Debtors to pay, no later than the first regular payroll date of the Debtors after the Closing, (i) to each employee who is owed more than 80 hours of vacation pay, an amount equal to the excess of such accrued vacation pay over 80 hours (net of usual withholdings), and (ii) to each employee not hired by the Purchaser, an amount equal to such employee's unpaid vacation pay as of the Closing (net of usual withholdings). (c) Wages; Prior Claims. The Receiver shall (i) cause the Debtors to pay and/or provide all salary, wages, commissions, bonuses, benefit plan contributions and other compensation (net of usual withholdings) owed to the Debtors' respective employees for their services rendered or that otherwise have accrued prior to the date of the Closing, such amounts to be paid by the Debtors (x) in the case of salary, no later than the first regular payroll date of the Debtors after the Closing, (y) in the case of payments owing under any employment or independent contractor agreement (other than any agreement with Shri Thanedar), at the time specified under such agreement, but not later than thirty (30) days after the Closing, and (z) in the case of all other items described under (i) above, within thirty (30) days after the Closing, and (ii) cause the Debtors to timely pay claims incurred for services rendered prior to the Closing under the Debtors' group health plans and any other welfare benefit plans maintained by the Debtors. The Purchaser shall be solely responsible for all compensation, benefits and other obligations offered by the Purchaser to employees of the Debtors who accept employment with the Purchaser. This Section 6.1(c) is subject to Sections 6.1(d) through (i).

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(d) Incentive Compensation. The Debtors shall be solely responsible for payment of incentive compensation earned under the Debtors quarterly incentive compensation plan(s) for the fourth quarter of 2010. The Receiver shall be permitted to establish, initiate, and communicate to employees of the Debtors an incentive compensation plan relating to calendar year 2011, provided that (i) such incentive plan shall not be enhanced from the incentive plan previously in place, and (ii) the Debtors and the Purchaser shall cooperate to communicate to employees who participate in the incentive plan that after the Closing, such incentive plan shall be transitioned to an incentive plan established by the Purchaser, the terms and conditions of which shall be determined by the Purchaser in its discretion. In respect of the incentive compensation plan established by the Debtors for 2011, responsibility for the payment of incentive compensation earned thereunder shall be pro-rated between the Debtors and the Purchaser based on the number of calendar days in the performance period during which such plan is operative, with the Debtors being solely responsible for amounts earned through and including the day prior to the Closing Date, and with the Purchaser being solely responsible for amounts earned from and including the Closing Date through and including the last day of the performance period. (e) WARN Act Liability; Employee Classification Liability. The Debtors shall be solely responsible for any notice pay or other liability owed to any former employee of the Debtors pursuant to, and any fine or penalty imposed under, the Worker Adjustment and Retraining Notification Act (i.e., the "WARN Act") that is solely the result of a plant closing, mass layoff, or similar involuntary employment termination that occurred prior to the Closing (other than with respect to the termination of Debtors' employees at the Closing). The Purchaser covenants to extend offers of employment to a sufficient number of employees of Debtors in order to avoid triggering any mass layoff or plant closing under the WARN Act or any comparable state law, provided such offers may be on terms not materially more favorable to such employees than their current terms of employment. The Debtors shall be solely responsible for all additional wages, benefit plan contributions, withholding tax obligations, fees, penalties, taxes, and all other employee-related liabilities that are not expressly designated as responsibilities of the Purchaser under the terms of this Agreement and that are owed, either prior to or after the Closing, as a result of the Debtors' classification or misclassification of its workers as employees or independent contractors prior to the Closing. (f) Health Plan; COBRA. The Purchaser shall assume (i) the Debtors' group health plan (including dental) (the "Debtors' Health Plan") and shall continue to offer benefits to the employees of the Debtors hired by the Purchaser under the Debtors' Health Plan, on the same terms and conditions that applied to such employees prior to the Closing under the Debtors' Health Plan, through December 31, 2011, and (ii) the Debtors' Section 125 Plan (to the extent that such Section 125 Plan comprises health insurance, including dental). The Purchaser shall permit the participants enrolled in the Debtors' Healthcare FSA to continue to participate in a Healthcare FSA maintained by the Purchaser, and to maintain their existing account balances under such Healthcare FSA. Commencing January 1, 2012, the employees of the Debtors hired by the Purchaser (to the extent such employees still are employed by the Purchaser or are entitled to COBRA under a health plan sponsored by the Purchaser, and otherwise are eligible to participate) shall be eligible to participate in a group health plan sponsored by the Purchaser providing for benefit levels not materially less favorable than the benefits provided to similarly situated employees of the Purchaser. The Purchaser shall assume the responsibility to provide

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COBRA continuation coverage under the Debtors' Health Plan, as assumed by the Purchaser, to (i) the individuals set forth on Schedule 6.1(f), who are agreed to be "M&A qualified beneficiaries" (as defined in Treasury Regulation § 54.4980B-9) with respect to the transactions contemplated by this Agreement ("M&A Qualified Beneficiaries") and their eligible dependents, to the extent that such dependents are M&A Qualified Beneficiaries, and (ii) each other individual who becomes a M&A Qualified Beneficiary. The Purchaser shall be responsible for providing any notices required by law to be given in connection with COBRA continuation coverage provided by the Purchaser pursuant to this Section 6.1(f). Nothing in this Section 6.1(f) shall be construed to prevent or restrict the Purchaser from (i) amending the Debtors' Health Plan, (ii) modifying benefit levels under the Debtors' Health Plan, (iii) modifying employer or employee contribution levels to reflect premium increases or decreases imposed by the carrier offering the Debtors' Health Plan, or (iv) taking any other action that would have been permissible under the terms of the Debtors' Health Plan prior to the Closing. (g) 401(k) Plan. The Purchaser shall not assume, and the Debtors shall retain sole responsibility and liability for, the Chemir 401(k) Plan, including, without limitation, any and all liabilities arising as a result of any "prohibited transaction" that occurred prior to the Closing, including any continuation of such "prohibited transaction" that extends after the Closing, and (ii) liabilities arising from any failure to fully vest the account balances of affected participants upon any partial termination of the Chemir 401(k) Plan that occurred prior to the Closing. (h) Retention Bonuses. If, following the Closing, any employee of the Debtors who is set forth on Schedule 6.1(h) to this Agreement becomes entitled to receive a retention bonus, then the Receiver shall cause the applicable Debtor to pay such retention bonus (including the employer's portion of FICA and Medicare, to the extent applicable) to such employee within ten (10) business days after receipt from the Purchaser of written notice that such retention bonus has become payable. In no event shall the Purchaser have any liability in respect of any retention bonus or any other retention, change-in-control, or similar bonus payable to any employee or former employee of the Debtors. (i) No Third Party Beneficiaries. The provisions of this Section 6.1 are not intended to, and shall not, create in any person other than the parties to this Agreement any right to enforce, or make any person a third-party beneficiary of, this Agreement or the provisions of this Section 6.1. 6.2 Consents and Conditions.

(a) Consents of Counterparties. Prior to the Closing, the Receiver shall use all reasonable efforts to support and cooperate with, and offer reasonable assistance to, the Purchaser in obtaining any appropriate consents of counterparties under the Executory Contracts, but the Receiver shall not be obliged to commence any legal proceeding or expend any out-ofpocket sums to the extent such sums are not reimbursed or otherwise paid by the Purchaser other than nominal amounts in so assisting the Purchaser. (b) Consents of Governmental Authorities. Prior to the Closing, the Receiver shall use all reasonable efforts to support and cooperate with, and offer reasonable assistance to, the Purchaser in the Purchaser's efforts to obtain approval of the transfer of the Permits to the

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Purchaser, or alternatively, to secure in the Purchaser's own name appropriate licenses, approvals and permits that are identical in scope to the Debtors' Permits, but the Receiver shall not be obliged to commence any legal or administrative proceeding or expend any out-of-pocket sums to the extent such sums are not reimbursed or otherwise paid by the Purchaser other than nominal amounts in so assisting the Purchaser. (c) Conditions and Conduct of Business. Each of the Receiver and the Purchaser shall use its reasonable best efforts to cause those conditions to the Closing which are reasonably within its control to be fulfilled no later than the Outside Date (as defined below). Between the date of this Agreement and the Closing Date, the Receiver shall cause the Debtors to conduct their respective businesses in the ordinary course consistent with past practice from available cash flows, the Receiver shall not make any changes to the Debtors' ordinary course practices with respect to the payment of the Debtors' accounts payable and other operating expenses, or with respect to the collection of the Debtors' accounts receivable and the Receiver shall use all commercially reasonable efforts to preserve substantially intact the organization of the Debtors' businesses, keep available the services of the current employees and consultants of the Debtors and preserve the current relationships of the Debtors' businesses with customers, suppliers and other persons with which the Debtors' have significant business relations. By way of amplification and not limitation, between the date of this Agreement and the Closing Date, the Receiver shall not do or propose to do, directly or indirectly, any of the following in connection with the Debtors' business or the Purchased Assets, without the prior written consent of the Purchaser: (i) sell, dispose of, or transfer (including by way of license) any Purchased Assets or otherwise subject any Purchased Assets to any newly created Lien, (ii) incur any indebtedness affecting the business of the Debtors or the Purchased Assets, (iii) enter into any contract with any affiliate of any of the Debtors, (iv) amend, waive, modify or consent to the termination of any material contract, or amend, waive, modify or consent to the termination of any of the Debtors' rights thereunder, or enter into any material contract in connection with the Debtors' businesses, (v) enter into any contract to undertake any acquisition, and (vi) distribute any dividends or other distributions (other than in cash) to any of the Debtors' equity owners. (d) Receivables.

(i) At the Closing, the Receiver shall deliver to the Purchaser a certificate, signed by an officer of the Receiver, stating in good faith the reasonable aggregate face amount of the Receivables included among the Purchased Assets (excluding those Receivables that are over ninety (90) days past due). If the face amount set forth in such certificate is less than $1,650,000, then the Purchase Price payable at the Closing shall be reduced dollar-for-dollar by the amount of such shortfall. In no event shall the Receiver or the Debtors be responsible for the collectability of the Receivables after the Closing. (ii) All payments and reimbursements received by the Receiver in connection with or arising out of the Purchased Assets (including, without limitation, any Receivables) or the Assumed Liabilities after the Closing shall be held by the Receiver in trust for the benefit of the Purchaser and, not later than seven (7) days after receipt by the Receiver of any such payment or reimbursement, the Receiver shall (x) notify the Purchaser of the receipt of such payment or reimbursement, and (Y) pay over to the Purchaser the amount of such payment or reimbursement without right of setoff.

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6.3 Mail Addressed to the Debtors. The Receiver hereby authorizes the Purchaser, effective from and after the Closing, to open all mail addressed to any Debtor and arriving at any place of Purchaser's business. If, on or before March 31, 2012, the Receiver comes into possession of any mail addressed to the Debtors which relates to the Purchased Assets, the Receiver shall promptly forward all such mail to the Purchaser within seven (7) days after the same is received. If, on or before March 31, 2012, the Purchaser comes into possession of any mail addressed to the Receiver, or any mail addressed to the Debtors, which does not relate to the Purchased Assets (including without limitation customer payments), the Purchaser shall promptly forward all such mail to the Receiver at its address set forth herein for notices within seven (7) days after the same is received. 6.4 Access to Business Records. For three (3) years after the Closing, the Receiver and the Purchaser each shall furnish the other with access to or copies of such documents, books, records and other information of the Debtors in its possession as such other party shall reasonably request for any valid business purpose. 6.5 Limited License. The Purchaser hereby grants to the Receiver, effective from and after the Closing, the non-exclusive right and license to utilize the names and marks included among the Intellectual Property Rights, but solely for the limited purpose of collecting or otherwise realizing on the Excluded Assets, performing or resolving the Excluded Liabilities, and performing the Receiver's duties and obligations in accordance with the Receivership Order. 6.6 District Court Approval.

(a) Terms of Approval Order. Within one (1) business day after execution of this Agreement by both parties, the Receiver will file one or motions (collectively, the "Sale Motion") with the District Court seeking an order of the District Court in form reasonably satisfactory to the Purchaser and consistent with this Agreement (the "Approval Order") in substantially the form attached hereto as Exhibit B, which approves the sale of the Purchased Assets to the Purchaser (or, if the Purchaser was the second highest bidder in the Auction, to the Purchaser contingent on the inability of the highest bidder to timely close the purchase of the Purchased Assets). The Approval Order shall be consistent with the terms of this Agreement and in form reasonably satisfactory to the Purchaser. The Receiver shall use its best efforts (i) to obtain a hearing on the Approval Order as soon as practicable after the filing of the Sale Motion, and (ii) to obtain entry of the Approval Order within five (5) days after the date hereof. The Approval Order shall, among other things: (A) order the sale of the Purchased Assets to the Purchaser (or, if the Purchaser was the second highest bidder in the Auction, to the Purchaser contingent on the inability of the highest bidder to timely close the purchase of the Purchased Assets) on the terms and conditions set forth in this Agreement and authorize the Receiver to proceed with this transaction; (B) order that the sale of the Purchased Assets shall be free and clear of all mortgages, security interests, conditional sale or other title-retention agreements, pledges, liens, claims, judgments, demands, unrecorded easements, charges, encumbrances, defects, options, rights of first refusal, rights of reclamation, and restrictions of any kind (collectively, "Interests"), with all such Interests to attach to the proceeds of this transaction in the same priority, extent and amount as such Interests attached to the Bank's collateral; (C) provide that the District Court retains exclusive jurisdiction to enforce the Approval Order; (D) include a finding that the auction was fair, commercially reasonable, in the best interests of the

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Debtors and the receivership estate and that the Receiver fully complied with the Procedures Order and 28 U.S.C. §§2001-2004; and (E) enjoin interference in the timely and orderly turnover of the businesses to the winning bidder upon Closing the transaction. (b) The Receiver shall serve notice in accordance with the Federal Rules of Civil Procedure with respect to all actions and other matters filed in the District Court, including, without limitation, the Procedures Order, the Sale Motion and the Approval Order, to all existing equity holders identified in the books and records of the Debtors, and any other third-party reasonably requested by the Purchaser. (c) For the avoidance of doubt, in the event of an inconsistency or conflict between the Procedures Order or the Approval Order, on the one hand, and this Agreement, on the other hand, the terms of the Procedures Order or Approval Order, as applicable, shall control. 6.7 Covenant Not to Sue.

(a) The Purchaser hereby covenants and represents that it will not bring any action, complaint, lawsuit, arbitration proceeding or other legal action against the Receiver (either directly or in its capacity as the Receiver), the Receiver's legal counsel or the Bank by reason of any breach of any representation or warranty of the Receiver set forth in this Agreement, except to the extent such breach arises due to the fraud or knowing and intentional misrepresentation of the Receiver, such counsel or the Bank. (b) The Receiver hereby covenants and represents that it will not bring any action, complaint, lawsuit, arbitration proceeding or other legal action against the Purchaser (either directly or in its capacity as the Purchaser), the Purchaser's legal counsel or any of the Purchaser's affiliates or representatives by reason of any breach of any representation or warranty of the Purchaser set forth in this Agreement, except to the extent such breach arises due to the fraud or knowing and intentional misrepresentation of the Purchaser or its legal counsel. (c) The Receiver hereby covenants and represents that it will not bring any action, complaint, lawsuit, arbitration proceeding or other legal action against the Purchaser (either directly or in its capacity as the Purchaser), the Purchaser's legal counsel, or any of the Purchaser's affiliates or representatives by reason of any claims the Receiver may have other than claims arising under this Agreement or the Purchaser's Agreements. The Purchaser hereby covenants and represents that it will not bring any action, complaint, lawsuit, arbitration proceeding, or other legal action against the Receiver (either directly or in its capacity as the Receiver), the Receiver's legal counsel, or any of the Receiver's affiliates or representatives by reason of any claims the Purchaser may have other than claims arising under this Agreement or the Receiver's Agreements. 6.8 Confidentiality; Non-Solicitation.

(a) Each of the parties shall hold, and shall cause its representatives to hold, in confidence all documents and information furnished to it by or on behalf of the other party in connection with the transactions contemplated hereby pursuant to the terms of the non-disclosure agreement dated on or about July 23, 2010 between an affiliate of the Purchaser and the Receiver, as amended (the "Confidentiality Agreement"), which shall continue in full force and

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effect until the Closing, at which time such Confidentiality Agreement and the obligations of the parties under this Section 6.8(a) shall terminate. If for any reason this Agreement is terminated prior to the Closing, the Confidentiality Agreement shall nonetheless continue in full force and effect in accordance with its terms. (b) For a period of three (3) years following the Closing, the Receiver shall not, and the Receiver shall cause its representatives not to, use for its or their own benefit or divulge or convey to any third party, any Confidential Information; provided, however, that such persons may furnish such portion (and only such portion) of the Confidential Information as such person reasonably determines such person is legally obligated to disclose if: (i) such person receives a request to disclose all or any part of the Confidential Information under the terms of a subpoena, civil investigative demand or order issued by a governmental authority; (ii) to the extent not inconsistent with such request, such person notifies the Purchaser of the existence, terms and circumstances surrounding such request and consults with the Purchaser on the advisability of taking steps available under applicable law to resist or narrow such request; (iii) such person exercises its commercially reasonable efforts to obtain an order or other reliable assurance that confidential treatment will be accorded to the disclosed Confidential Information; and (iv) disclosure of such Confidential Information is required to prevent such person from being held in contempt or becoming subject to any other penalty under applicable law. For the purposes of this Agreement, "Confidential Information" consists of all information and data relating to the Debtors' businesses, the Purchased Assets, or the transactions contemplated hereby (including, without limitation, any information with respect to the identity of the Purchaser), except for data or information that (x) is or becomes available to the public other than as a result of a breach of this Section 6.8(b), or (y) is or becomes included in the court filings filed in the District Court. (c) If for any reason the Closing Date does not occur, for a period of two (2) years following the date of this Agreement, the Purchaser shall, and shall cause all of its subsidiaries, employees, and agents to, refrain from any of the following: (i) soliciting the employment of or hire any current employee of any Debtor (or any employee who is employed by any Debtor for any type of employment on or after the date of this Agreement) without the prior written consent of the Receiver or such Debtor, or (ii) induce or attempt to induce any such employee of any Debtor to leave his or her employ, or in any way interfere with the relationship between such Debtor and its respective employees; in each case whether such employee is employed by a Debtor or by another person acquiring the Purchased Assets of such Debtor; provided that the foregoing (i) and (ii) shall not prohibit (A) a general solicitation to the public of general advertising or similar methods of solicitation or (B) the employment of an employee of any of the Debtors, but only to the extent such employee initiates interest in employment by the Purchaser. 6.9 Further Assurances. Each of the parties agrees to work diligently, expeditiously and in good faith to consummate the transactions contemplated by this Agreement. From time to time for up to one (1) year after the Closing Date, the Receiver shall execute and deliver to the Purchaser, at the Purchaser's sole cost and expense (if applicable) such instruments of sale, transfer, conveyance, assignment, consent, assurance, power of attorney, and other such instruments as may be reasonably requested by the Purchaser in order to vest in the Purchaser all right, title, and interest in and to the Purchased Assets and the Debtors' businesses. For a period of one (1) year after the Closing Date, the Purchaser and the Receiver shall each provide the

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other with such assistance as reasonably may be requested by the other in connection with the transition of the Debtors' businesses and the preparation of any tax return, an audit or examination of any such return by any taxing authority or any judicial or administrative proceeding relating to liability for taxes and shall each retain and provide the other with any records or other information which may be relevant to such a return, audit, examination or proceeding. 6.10 Mutual Assignment of Claims. Effective upon the Closing, other than with respect to the transactions contemplated by this Agreement, the Purchaser and the Receiver (each, an "Assigning Party"), for itself and its respective successors and assigns does hereby fully, forever and irrevocably sell, transfer and assign to the other Assigning Party, any and all claims (in every case, other than claims arising under this Agreement) arising from or related to any and all rights, demands, obligations liabilities, indebtedness, breaches of contract, breaches of duty or any relationship, acts, omissions, misfeasance, malfeasance, cause or causes of action, debts, sums of money, accounts, compensations, contracts, controversies, promises, damages, costs, losses and expenses of every type, kind, nature, description or character, and irrespective of how, why, or by reason of what facts, whether heretofore or now existing, or that could, might, or may be claimed to exist, of whatever kind or name, whether known or unknown, suspected or unsuspected, liquidated or unliquidated, claimed or unclaimed, whether based on contract, tort, breach of any duty, or other legal or equitable theory of recovery, in each case against the other Assigning Party and their respective past and present affiliates, and the respective past and present officers, directors, shareholders, agents, and employees of each and all of the foregoing entities, and its and their respective successors, heirs, and assigns, and any other person or entity now, previously, or hereafter affiliated with any or all of the foregoing entities, each as though fully set forth herein at length. For the avoidance of doubt, the Receiver intends to sell, transfer and assign to the Purchaser all claims previously held by any of the Debtors against the Purchaser or its affiliates which are currently subject to its administration. 6.11 Certain Post Closing Obligations. Within fifteen (15) days following the Closing, the Receiver shall properly file the Procedures Order and the Approval Order in each district court where the property of the Debtors lies outside of the State of Missouri. The Receiver shall promptly send a copy of each such filing to the Purchaser. 6.12 Financial Statements. Prior to the Closing, within fifteen (15) days after the end of each calendar month ending between the date of this Agreement and the Closing, the Receiver shall deliver to Purchaser copies of the internal combined balance sheet and combined statement of income for the Debtors for such preceding calendar month (and preceding calendar quarter if such month is the end of a calendar quarter).

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ARTICLE 7 Conditions To Closing 7.1 Purchaser's Conditions. The obligation of the Purchaser to consummate the purchase of the Purchased Assets shall be subject to the fulfillment to the Purchaser's reasonable satisfaction or the Purchaser's waiver of each of the following conditions: (a) Each of the representations and warranties in Article 3 shall be true, complete and correct in all material respects on the date of the Closing as if made on such date. (b) The Receiver shall have in all material respects performed all covenants and obligations and complied with all conditions required by this Agreement to be performed or complied with by them on or prior to the Closing Date. (c) The Receiver shall have delivered all documents required to be delivered by them at the Closing, as more specifically set forth in Article 8, in each case in form and substance consistent with this Agreement and reasonably satisfactory to the Purchaser. (d) The District Court shall have entered the Approval Order in favor of the Purchaser that constitutes a Final Order. A "Final Order," as used in this Agreement, is an order of the District Court as to which the time to appeal, petition for certiorari, or move for reargument or rehearing has expired and as to which no appeal, petition for certiorari, or other proceedings for reargument or rehearing shall then be pending or in the event that an appeal, writ of certiorari, reargument, or rehearing thereof has been timely sought, either (i) such order of the District Court shall have been affirmed by the highest court to which such order was timely appealed, or (ii) certiorari, reargument or rehearing shall have been denied, and in either such case, the time to take any further appeal, petition for certiorari, or move for reargument or rehearing shall have expired. (e) The Purchaser shall have obtained the consent of the Debtors' landlords to the assignment of the Acquired Leases, if and to the extent consent is required for the effective assignment to the Purchaser thereof. (f) No governmental authority shall have enacted, issued, promulgated or enforced any law that prohibits the consummation of the transactions contemplated by this Agreement. (g) No action shall be pending that (i) challenges the transactions contemplated by this Agreement or otherwise seeking damages in connection therewith, or (ii) seeks to prohibit or limit the ability of the Purchaser to own, operate or control the Debtors' businesses or the Purchased Assets. (h) There shall not have occurred any change, event or development or prospective change, event or development that individually or in the aggregate, has had or is reasonably likely to have a material adverse effect on the Purchased Assets or the business, financial condition, results of operations of the Debtors.

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(i) The employees of the Debtor listed on Schedule 7.1(i) shall have entered into employment agreements with the Purchaser or one of its affiliates providing for employment with the Purchaser from and after the Closing Date, on terms not materially more favorable to such employees than the terms of their current employment with Debtors (together, the "New Employment Agreements"). (j) The Purchaser shall have received (i) an assignment from the Bank to the Purchaser of all claims held by the Bank with respect to that portion of the Collateral (as defined in that certain Amended and Restated Security Agreement dated as of March 3, 2008 attached hereto as Exhibit C) that includes the Purchased Assets (the "Bank Assignment") and (ii) a release of the Purchaser and its affiliates from the Bank of all claims arising from or relating to the Purchased Assets and the transactions contemplated by this Agreement (the "Bank Release"). (k) The Purchaser shall have received a bill of sale (a "Bill of Sale") from the Bank issued pursuant to a UCC Article 9 foreclosure which transfers to the Purchaser all right, title and interest in and to assets, if any, that are included in the Collateral (as defined in that certain Amended and Restated Security Agreement dated March 3, 2008 between the Bank, the Debtors and certain affiliates attached hereto as Exhibit C) but are not included in the Purchased Assets; provided, however, that such bill of sale shall be limited to (i) assets of Analytics, Chemir and CAS-MI and (ii) assets of Azopharma Contract Pharmaceutical Services, LLC associated with the division thereof that was formerly known as Cyanta Analytical Laboratories, Inc., a Missouri corporation that, in each case, remain subject to the Bank's security interest. (l) The Purchaser shall have received a waiver signed by a duly authorized officer of the Receiver certifying that the Receiver will not assert any lien or make any claim against the Purchaser, any of its affiliates, or the Purchased Assets for commissions and other fees payable to the Receiver or its affiliates with respect to the transactions contemplated hereby. (m) The Receiver shall have delivered to the Purchaser evidence that all liens on the Purchased Assets have been terminated or released (which evidence shall include, without limitation, copies of UCC-3 termination statements authorized and in proper form for filing, where applicable). (n) The Purchaser shall have received (a) a certificate of good standing from the State of Missouri with respect to each of the Debtors and from the State of Illinois with respect to the Receiver, in each case, dated within five (5) business days of the Closing, (b) documentation reasonably satisfactory to the Purchaser that each of the Debtors is duly qualified or licensed as a foreign entity to do business, and is in good standing, in the jurisdictions as set forth in Schedule 7.1(n), which sets forth the states (other than such Debtor's state of organization) where the ownership or operation of the Purchased Assets or the conduct of such Debtor's business makes such qualification or licensing necessary, except for where any such failures to be so qualified or licensed and in good standing that, individually or in the aggregate, have not had and would not reasonably be expected to have a material adverse effect (c) a certificate of "no tax due" from the Missouri Department of Revenue with respect to Chemir, Cyanta and Analytics dated within ten (10) business days prior to the Closing, and (d) a conditional tax clearance from the State of Michigan Department of Treasury with respect to CAS-MI dated within ten (10) days prior to Closing.

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(o) The Purchaser shall have received a certified copy of the District Court docket with respect to this Agreement and the transactions contemplated hereby, which indicates that the Approval Order constitutes a Final Order and is in full force and effect. (p) The Receiver shall have delivered to the Purchaser evidence that those certain group health plans set forth on Schedule 7.1(p) have either (i) been renewed through December 31, 2011, or (ii) been replaced with plans offering benefits that are substantially equivalent to the benefits in effect prior to December 31, 2010; provided, however, that in the case of either (i) or (ii), neither the per-participant premium(s) nor the carrier-imposed administrative costs (if any) of such group health plans exceed 135% of the corresponding premiums and costs for 2010. (q) The Purchaser shall receive all the information necessary to transfer the domain names to the Purchaser and apply for those Permits set forth on Schedule 7.1(q). (r) The Purchaser shall have received evidence that neither Chemir nor Cyanta are in violation of their respective certificates of occupancy or business licenses issued by the City of Maryland Heights, and that their respective certificates of occupancy and business licenses are in full force and effect. (s) The landlord of the properties located at 2662-66 and 2672-78 Metro Boulevard, Maryland Heights, Missouri, shall have entered into leases of such properties with the Purchaser in substantially the forms attached hereto as Exhibit D-1 and Exhibit D-2. (t) If the Purchaser was the second highest bidder at the Auction, the highest bidder shall have failed to timely close the purchase of the Purchased Assets, and Purchaser shall have received written evidence to the effect that any purchase agreement between such highest bidder and the Receiver has been terminated. 7.2 Debtors' Conditions. The obligations of the Receiver to consummate the sale of the Purchased Assets and the other transactions contemplated by this Agreement shall be subject to the fulfillment to the Receiver's reasonable satisfaction or the waiver by the Receiver of each of the following conditions: (a) The representations and warranties of the Purchaser in Article 4 hereof shall be true and correct in all material respects on the Closing Date as if made on such date. (b) The Purchaser shall have in all material respects performed all covenants and obligations and complied with all conditions required by this Agreement to be performed or complied with by it on or prior to the Closing Date. (c) The Purchaser shall have delivered all documents required to be delivered by it at the Closing, as more specifically set forth in Article 8, in each case in form and substance consistent with this Agreement and reasonably satisfactory to the Receiver. (d) The District Court shall have entered the Approval Order.

(e) No governmental authority shall have enacted, issued, promulgated, or enforced any law that prohibits the consummation of the transaction contemplated by this Agreement.

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7.3 Closing:

Termination. This Agreement may be terminated prior to the date of the

(a) by the Purchaser upon written notice to the Receiver if the Purchaser is in compliance in all material respects with this Agreement and either (i) the Receiver has failed to perform any material obligation required to be performed by it prior to or at the Closing, which failure continues for five (5) business days after written notice from the Purchaser to the Receiver of such failure, or the earlier of (ii) the Receiver serves notice that a bidder other than the Purchaser is the successful auction bidder or (iii) the District Court enters an order approving the sale of the Purchased Assets to anyone other than the Purchaser; provided, however, that in the event of a termination pursuant to subsection (ii) or (iii), if, at the time of the conclusion of the auction described in the Procedures Order, the Purchaser is notified in writing by the Receiver that the Purchaser has been selected as the back-up bidder (as such term is used in the Procedures Order), the Purchaser shall not be entitled to terminate the Agreement pursuant to subsections (ii) or (iii) until the earlier of (x) sixty (60) days following the date of the auction described in the Procedures Order or (y) the closing of the sale of any of the Purchased Assets to a third party; (b) by the Receiver upon written notice to the Purchaser if the Receiver is in compliance in all material respects with this Agreement and the Purchaser has failed to perform any material obligation required to be performed by the Purchaser prior to or at the Closing, which failure continues for five (5) business days after written notice from the Receiver to the Purchaser of such failure; (c) by mutual written agreement of the Purchaser and the Receiver; and

(d) by the Purchaser or the Receiver upon written notice to the other if any of the conditions to such party's obligation to close, including but not limited to entry of the Approval Order that constitutes a Final Order, has not occurred on or before March 10, 2011 (the "Outside Date") for reasons other than the action or omission of the party giving notice of termination (provided that the Purchaser may, in its sole discretion, upon written notice delivered to the Receiver no later than two (2) business days prior to March 10, 2011, extend the Outside Date until April 1, 2011). 7.4 Effect of Termination. Upon a valid termination of this Agreement by any party pursuant to Section 7.3 above, this Agreement shall terminate and the parties shall cease to be obligated to proceed toward a Closing of the transactions contemplated by this Agreement, but without prejudice to any cause of action that may have accrued prior to or in connection with such termination. If termination occurs pursuant to Section 7.3(b)(i) (which for avoidance of doubt shall include failure to close when all of the conditions to Closing have been satisfied), the Receiver, for the account of the respective Debtors, shall be entitled to receive and retain the Earnest Money Deposit as liquidated damages for the Purchaser's failure to perform its obligations under this Agreement, which shall be the Receiver's and the Debtors' sole and exclusive remedy against the Purchasers and its agents and affiliates for such breach; and if termination occurs under any other provision of Section 7.3, then the Receiver shall cause the Earnest Money Deposit to be returned to the Purchaser within five (5) business days and the Purchaser shall have no liability to the Receiver or the Debtors.

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ARTICLE 8 Actions Taken at Closing 8.1 Documents to be Delivered by the Receiver. At and after the Closing, the Receiver shall: (a) Execute and deliver to the Purchaser the Closing Statement and any and all instruments of sale, assignment and transfer and other documents reasonably requested by the Purchaser in order to effect the sale and conveyance of the Purchased Assets to the Purchaser, to effect the assumption of the Assumed Liabilities by the Purchaser, or otherwise to facilitate the transactions contemplated hereby, including without limitation, the Bank Assignment, the Bill of Sale, the Bank Release, and the New Employment Agreements; (b) A certification of non-foreign status described in Treasury Regulations section 1.1445-5(b)(3)(ii); (c) 8.1(c); and A trademark assignment in substantially the form attached hereto as Schedule

(d) To the extent any consents or approvals shall be necessary to any of the transactions herein contemplated, or to the sale by the Receiver of any of the Purchased Assets, deliver to the Purchaser copies of all such consents or approvals as obtained by the Receiver. 8.2 Documents to be Delivered by the Purchaser. At the Closing, the Purchaser (or its assigns) shall: (a) Execute and deliver to the Receiver any and all documents identified in Section 8.1(a), as specified, to which the Purchaser properly is a party; and (b) Deliver to the Receiver the Purchase Price in immediately available funds, net of the Earnest Money Deposit and any adjustments set forth in the Closing Statement. ARTICLE 9 Miscellaneous 9.1 Notices. Any notices or other communications required or permitted hereunder to any party hereto shall be sufficiently given when delivered in person, or three (3) business days after deposit in the U.S. mail by certified or registered mail, postage prepaid, or one (1) business day after dispatch of such notice with an overnight delivery service, or when sent by facsimile if an answer back is received by the sender, in each case addressed as follows: In the case of the Purchaser: ________________________ ________________________

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________________________ Attention: _______________ Fax: ____________________ with a copy to: ___________________________ ___________________________ ___________________________ Attention: __________________ Fax: _______________________ In the case of the Receiver: Morris-Anderson & Associates, Ltd. 55 West Monroe Street Suite 2500 Chicago, IL 60603 Attn: Daniel F. Dooley, Principal and CEO Facsimile: (312) 727-0180 with a copy to: Thompson Coburn LLP One US Bank Plaza St. Louis, MO 63101 Attn: David A. Warfield Facsimile: (314) 552-7079 or such substituted address or attention as any party shall have given notice to the others in writing in the manner set forth in this Section 9.1. 9.2 Amendment. This Agreement may be amended or modified in whole or in part only by an agreement in writing executed by all parties hereto and making specific reference to this Agreement. 9.3 Binding on Successors and Assigns. This Agreement shall be binding upon, inure to the benefit of and be enforceable by and against the parties hereto and their respective successors and assigns in accordance with the terms hereof. No party hereto may assign its interest under this Agreement prior to the Closing except that Purchaser may assign this Agreement to any wholly-owned subsidiary of the Purchaser. Any party may assign its rights under this Agreement after the Closing, but such assignment shall not relieve the assigning party of its obligations hereunder. 9.4 Severability. If any one or more of the provisions contained in this Agreement or any application thereof shall be invalid, illegal or unenforceable in any respect, the validity, legality or enforceability of the remaining provisions of this Agreement and any other

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application thereof shall not in any way be affected or impaired thereby; provided, however, that to the extent permitted by applicable law, any invalid, illegal, or unenforceable provision may be considered for the purpose of determining the intent of the parties in connection with the other provisions of this Agreement. 9.5 Headings. The headings in the sections and subsections of this Agreement and in the Schedules are inserted for convenience only and in no way alter, amend, modify, limit or restrict the contractual obligations of the parties. 9.6 Expenses. Except to the extent otherwise provided in this Agreement, each of the Debtors and the Purchaser shall bear its own expenses incurred in connection with this Agreement and the transactions herein contemplated, including, but not limited to, legal and accounting fees and expenses. 9.7 Entire Agreement. All prior negotiations and agreements between the parties hereto with respect to the sale of the Purchased Assets and assumption of the Assumed Liabilities are superseded by this Agreement, which includes all Exhibits and Schedules which are hereby incorporated by reference as if fully set forth herein. There are no representations, warranties, understandings or agreements between the parties with respect to the sale of the Purchased Assets or assumption of the Assumed Liabilities other than those expressly set forth herein or in a Schedule delivered pursuant hereto, except as modified in writing concurrently herewith or subsequent hereto. 9.8 Law Governing; Jurisdiction and Venue. This Agreement shall be governed by and construed and interpreted according to the internal laws of the State of Missouri, determined without reference to conflicts of law principles. Each of the parties hereby submits to the exclusive jurisdiction of the District Court for the determination of any dispute arising between or among them, or if such court lacks jurisdiction, then to any Missouri state court located in St. Louis County or St. Charles County, Missouri. EACH PARTY HEREBY IRREVOCABLY AGREES TO WAIVE TRIAL BY JURY OF ANY DISPUTE ARISING PURSUANT TO THIS AGREEMENT, WHETHER BEFORE OR AFTER A CLOSING HAS OCCURRED. 9.9 Time of Essence. Time is of the essence with regard to all dates and time periods set forth or referred to in this Agreement. 9.10 Waiver. No failure or delay of any party in exercising any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereunder are cumulative and are not exclusive of any rights or remedies which they would otherwise have hereunder. Any agreement on the part of either party to any such waiver shall be valid only if set forth in a written instrument executed and delivered by a duly authorized officer on behalf of such party. 9.11 Counterparts and Facsimile Signatures. This Agreement may be executed in multiple counterparts, each of which shall constitute an original and all of which shall constitute one instrument; and it shall not be necessary that both parties' signatures appear on any single

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counterpart as long as each signs at least one counterpart. Signatures transmitted by facsimile machine shall be treated as original signatures for all purposes. [The remainder of this page has been left blank intentionally]

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IN WITNESS WHEREOF, the parties hereto have caused this Asset Purchase Agreement to be executed by their duly authorized representatives as of the day and year first above written. [PURCHASER]

By Authorized Officer

MORRIS-ANDERSON & ASSOCIATES, LTD., as Receiver

By Dan Dooley, Principal and CEO

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