8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 12, 2007

ClearPoint Business Resources, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	000-51200	98-0434371
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1600 Manor Drive, Suite 110, Chalfont, PA 18914	18914
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (215) 997-7710

Terra Nova Acquisition Corporation

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))

Item 1.01 Entry Into a Material Definitive Agreement.

Item 2.01 Completion of Acquisition or Disposition of Assets.

On February 12, 2007, under an Agreement and Plan of Merger dated August 9, 2006 (the “Merger Agreement”), Terra Nova Acquisition Corporation (“Terra Nova”) consummated a merger with ClearPoint Business Resources, Inc. (“ClearPoint”), a Delaware corporation. As a result, CPBR Acquisition, Inc., (“CPBR”) a Delaware corporation and wholly-owned subsidiary of Terra Nova, merged with and into ClearPoint. The parties to the Merger Agreement included Terra Nova, ClearPoint, CPBR and all of ClearPoint’s stockholders.

At the closing of the merger, the ClearPoint stockholders were issued an aggregate of 6,051,549 shares of Terra Nova common stock. On February 12, 2007, Terra Nova and ClearPoint issued a press release announcing the closing of the transaction (“Closing”), which is attached to this Current Report on Form 8-K as Exhibit 99.1.

Also effective upon closing, Terra Nova changed its name to ClearPoint Business Resources, Inc. (the “Registrant”) and ClearPoint changed its name to ClearPoint Resources, Inc. Thus, Terra Nova is now a holding company called ClearPoint Business Resources, Inc., operating though its wholly-owned subsidiary, ClearPoint Resources, Inc. (hereinafter referred to as the “Company”).

In connection with the merger described above, on February 12, 2007, Terra Nova, Vahan Kololian, Mike Traina and Optos Capital LLC entered into a Voting Agreement pursuant to which Messrs. Kololian and Traina each agreed to vote for the other’s designees to the board of directors of the Registrant through the annual meeting of the stockholders to be held in 2008. The agreement is filed as Exhibit 10.2 to this Form 8-K. The agreement’s material terms are described in Terra Nova’s Definitive Proxy Statement (SEC File No. 001-32455) filed January 22, 2007 (hereinafter referred to as the “Proxy Statement”) beginning on page 56 in the section entitled “The Merger Agreement – Election of Directors; Voting Agreement” and are incorporated herein by reference.

Terra Nova also entered into an escrow agreement on February 12, 2007. The material terms of the escrow agreement are contained in the section of the Proxy Statement entitled “The Merger Agreement – Escrow Agreement” beginning on page 55 and are hereby incorporated by reference. The escrow agreement is filed as Exhibit 10.3 to this Form 8-K.

On February 12, 2007, upon the closing of the merger, the Registrant entered into separate employment agreements with Michael D. Traina, as Chief Executive Officer, and Christopher Ferguson, as President. The material terms of these agreements are discussed in the Proxy Statement beginning on page 115 in the section entitled “Employment Agreements” and are incorporated by reference herein. These agreements are filed as Exhibits 10.6 and 10.7, respectively.

Business.

The business of the Company is described in the Proxy Statement in the Section entitled “Business of ClearPoint” beginning on page 91 and that information is incorporated herein by reference.

Risk Factors.

The risks associated with the Company’s business are described in the Proxy Statement in the Section entitled “Risk Factors” beginning on page 27 and are incorporated herein by reference.

Financial Information.

Reference is made to the disclosure set forth in Section 9.01 of this Current Report on Form 8-K concerning the financial information of the Company and the Registrant. Reference is further made to the disclosure contained in the Proxy Statement in the Section entitled “ClearPoint’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on page 96, which is incorporated herein by reference.

Employees.

The employees of the Company are described in the Proxy Statement in the Section entitled “Business of ClearPoint – Employees” on page 95 and that information is incorporated herein by reference.

Properties.

The facilities of the Company are described in the Proxy Statement in the Section entitled “Business of ClearPoint – Facilities/Properties” on page 94 and is incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management.

The beneficial ownership of the Registrant’s common stock immediately after the consummation of the merger is described in the Proxy Statement in the Section entitled “Beneficial Ownership of Securities” beginning on page 116 and that information is incorporated herein by reference.

Directors and Executive Officers.

The directors and executive officers the Registrant upon the consummation of the Merger Agreement are described in the Proxy Statement in the Section entitled “Directors and Executive Officers of Terra Nova Following the Merger” beginning on page 110 and that information is incorporated herein by reference.

Executive Compensation.

The executive compensation of the Registrant’s executive officers and directors is described in the Proxy Statement in the Section entitled “Directors and Executive Officers of Terra Nova Following the Merger – Compensation of Officers and Directors” beginning on page 114 and that information is incorporated herein by reference.

Certain Relationships and Related Transactions.

The certain relationships and related party transactions of the Company are described in the Proxy Statement in the Section entitled “Certain Relationships and Related Party Transactions” beginning on page 118 and are incorporated herein by reference.

Legal Proceedings.

The legal proceedings of the Company are described in the Proxy Statement in the Section entitled “Business of ClearPoint- Legal Proceedings” beginning on page 95 and information related to such proceedings is incorporated herein by reference.

Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters.

The market price of and dividends on the Registrant’s common stock and related stockholder matters are described in the Proxy Statement in the Section entitled “Price Range of Terra Nova Securities and Dividends” on page 123 and such information is incorporated herein by reference.

Recent Sales of Unregistered Securities.

Reference is made to the disclosure described in the Proxy Statement in the Section entitled “The Merger Agreement - Merger Consideration” beginning on page 54, which is incorporated herein by reference. The Registrant is relying on the exemption from registration under Section 4(2) of the Securities Act of 1933 for the shares issued in the merger.

Description of Registrant’s Securities to be Registered.

The description of the Registrant’s securities is contained in the Proxy Statement in the Section entitled “Description of Terra Nova Common Stock and other Securities” beginning on page 121 and is incorporated herein by reference.

Indemnification of Directors and Officers.

The Registrant’s Amended and Restated Certificate of Incorporation provides that all directors, officers, employees and agents of the Registrant shall be entitled to be indemnified by the Company to the fullest extent permitted by Section 145 of the Delaware General Corporation Law.

Section 145 of the Delaware General Corporation Law concerning indemnification of officers, directors, employees and agents is set forth below.

“Section 145. Indemnification of officers, directors, employees and agents; insurance.

(a) A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer,

employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the person’s conduct was unlawful.

(b) A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

(c) To the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b) of this section, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

(d) Any indemnification under subsections (a) and (b) of this section (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee or agent is proper in the circumstances because the person has met the applicable standard of conduct set forth in subsections (a) and (b) of this section. Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (1) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (2) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by the stockholders.

(e) Expenses (including attorneys’ fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon

receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation as authorized in this section. Such expenses (including attorneys’ fees) incurred by former directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the corporation deems appropriate.

(f) The indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of this section shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office.

(g) A corporation shall have power to purchase and maintain insurance on behalf of any person who is or was director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the corporation would have the power to indemnify such person against such liability under this section.

(h) For purposes of this section, references to “the corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this section with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued.

(i) For purposes of this section, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to “serving at the request of the corporation” shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the corporation” as referred to in this section.

(j) The indemnification and advancement of expenses provided by, or granted pursuant to, this section shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

(k) The Court of Chancery is hereby vested with exclusive jurisdiction to hear and determine all actions for advancement of expenses or indemnification brought under this section

or under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise. The Court of Chancery may summarily determine a corporation’s obligation to advance expenses (including attorneys’ fees).”

Financial Statements and Supplementary Data.

Reference is made to the disclosure set forth under Item 9.01 of this Current Report on Form 8-K concerning the financial statements and supplementary data of the Company and the Registrant.

Financial Statements and Exhibits.

Reference is made to the disclosure set forth under Item 9.01 of this Current Report on Form 8-K concerning the financial information of the Company and the Registrant.

Item 2.02 Results of Operations and Financial Condition.

Reference is made to the disclosure contained in the Proxy Statement in the Section entitled “ClearPoint’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on page 96, which is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

Reference is made to the disclosure described in the Proxy Statement in the Section entitled “The Merger Agreement - Merger Consideration” beginning on page 54, which is incorporated herein by reference. The Registrant is relying on the exemption from registration under Section 4(2) of the Securities Act of 1933 for the shares issued in the merger.

Item 3.03 Material Modification to Rights of Security Holders.

Reference is made to the disclosure described in the Proxy Statement in the Section entitled “Article Sixth Amendment Proposal” on page 78, which is incorporated herein by reference.

Item 5.01 Changes in Control of Registrant.

Reference is made to the disclosure described in the Proxy Statement in the Section entitled “The Merger Agreement” beginning on page 54, which is incorporated herein by reference. Further reference is made to the information contained in Item 2.01 to this Form 8-K.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

Effective as of the Closing and as a result of the merger between CPBR with and into ClearPoint, all of Terra Nova’s officers and directors (other than Vahan Kololian and Brendan Calder) resigned. Messrs. Michael D. Traina, Christopher Ferguson, Michael Perrucci, Parker Drew and Harry Glasspiegel became directors of the Registrant, with Vahan Kololian becoming lead director and Brendan Calder remaining a director. In addition, Mr. Traina became Chairman of the Board and Chief Executive Officer, Mr. Ferguson became President and Secretary, Mr. Kurt Braun became Chief Financial Officer and Treasurer, Mr. Todd Warner became Chief Operating Officer and Mr. Lee W. Chung became Vice President. Reference is made to the disclosure described in the Proxy Statement in the Section entitled “Directors and Executive Officers of Terra Nova Following the Merger” beginning on page 110, which is incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws.

In connection with the approval of the above described transaction, the Terra Nova stockholders adopted (i) an amendment to Terra Nova’s Certificate of Incorporation to change the name of Terra Nova to ClearPoint Business Resources, Inc., (ii) an amendment to Terra Nova’s Certificate of Incorporation to increase the number of authorized shares of Terra Nova common stock from 30,000,000 to 60,000,000, (iii) an amendment to Terra Nova’s Certificate of Incorporation to remove the preamble and sections A through D, inclusive, of Article Sixth from the Certificate of Incorporation, as those provisions are no longer operative upon consummation of the merger and (iv) the 2006 Long-Term Incentive Plan, which reserves 2,750,000 shares of common stock for issuance in accordance with the plan’s terms. The Form of Amended and Restated Certificate of Incorporation is attached to this Current Report on Form 8-K as Exhibit 3.1.

Item 5.06 Change in Shell Company Status.

The material terms of the transaction by which CPBR merged with and into ClearPoint, whereby ClearPoint became a wholly owned subsidiary of the Registrant are described in the Proxy Statement in the Section entitled “The Merger Agreement” beginning on page 54 and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

Financial Statements.

The financial statements and selected financial information of the Company and the Registrant are included in the Proxy Statement in the Sections entitled “Selected Summary Historical and Pro Forma Consolidated Financial Information,” “Unaudited Pro Forma Consolidated Financial Statements” and “Index to Financial Statements” beginning on pages 20, 65 and F-1, respectively, and are incorporated herein by reference.

Exhibits.

Exhibit	Description
2.1	Agreement and Plan of Merger dated August 9, 2006, by and among Terra Nova Acquisition Corporation, CPBR Acquisition, Inc., ClearPoint Business Resources, Inc. and the stockholders of ClearPoint Business Resources, Inc. (Included as Annex A of the Definitive Proxy Statement (No. 001-32455), filed January 22, 2007 and incorporated by reference herein)
3.1	Amended and Restated Certificate of Incorporation of Terra Nova Acquisition Corporation (Included as Annex B of the Definitive Proxy Statement (No. 001-32455), filed January 22, 2007 and incorporated by reference herein)
3.2	Bylaws (incorporated by reference from Exhibit 3.2 to Terra Nova’s Registration Statement on Form S-1 (File No. 122439) filed January 31, 2005)
4.1	Specimen Unit Certificate*
4.2	Specimen Common Stock Certificate*
4.3	Specimen Warrant Certificate*
4.4	Form of Unit Purchase Option (incorporated by reference from Exhibit 4.4 to Terra Nova’s Registration Statement on Form S-1 (File No. 122439) filed January 31, 2005)
4.5	Warrant Agreement (incorporated by reference from Exhibit 4.5 to Terra Nova’s Registration Statement on Form S-1 (File No. 122439) filed January 31, 2005)
4.6	Warrant Clarification Agreement between Continental Stock Transfer and Trust Company and Terra Nova Acquisition Corporation (Incorporated by reference from Terra Nova Acquisition Corporation’s Current Report on Form 8-K dated September 6, 2006 and filed with the SEC on September 12, 2006.)
4.7	Amendment to Unit Purchase Options between Terra Nova Acquisition Corporation and the holders thereof (Incorporated by reference from Terra Nova Acquisition Corporation’s Current Report on Form 8-K dated September 6, 2006 and filed with the SEC on September 12, 2006.)
10.1	Form of 2006 Long-Term Incentive Plan (Included as Annex C of the Definitive Proxy Statement (No. 001-32455), filed January 22, 2007 and incorporated by reference herein)
10.2	Form of Voting Agreement (Included as Annex D of the Definitive Proxy Statement (No. 001-32455), filed January 22, 2007 and incorporated by reference herein)
10.3	Form of Escrow Agreement (Included as Annex E of the Definitive Proxy Statement (No. 001-32455), filed January 22, 2007 and incorporated by reference herein)
10.4	Form of Tax Opinion issued to Terra Nova Acquisition Corporation (Included as Annex F of the Definitive Proxy Statement (No. 001-32455), filed January 22, 2007 and incorporated by reference herein)

10.5	Fairness Opinion issued to Terra Nova Acquisition Corporation (Included as Annex G of the Definitive Proxy Statement (No. 001-32455), filed January 22, 2007 and incorporated by reference herein)
10.6	Form of Michael D. Traina Employment Agreement (Included as Annex H of the Definitive Proxy Statement (No. 001-32455), filed January 22, 2007 and incorporated by reference herein)
10.7	Form of Christopher Ferguson Employment Agreement (Included as Annex I of the Definitive Proxy Statement (No. 001-32455), filed January 22, 2007 and incorporated by reference herein)
10.8	Kurt Braun Employment Agreement dated April 4, 2005*
10.9	Todd Warner Employment Agreement dated February 16, 2005*
10.10	Quantum Resources Corporation Stock Purchase Agreement with Mercer Staffing, Inc. and Aramark Services, Inc. dated July 29, 2005*
10.11	Form of ClearPoint Business Resources, Inc. 12% Subordinated Note Due 2008, dated March 1, 2005, in the original principal amounts of $300,000 to Optos Capital, LLC, $300,000 to Fergco Bros Partnership, and $100,000, to Richard Traina and Margaret Traina*
10.12	ClearPoint Business Resources, Inc. 9% Subordinated Note Due 2008, dated March 1, 2005, in the original principal amount of $250,000 to Optos Capital, LLC, a Pennsylvania limited liability company that is wholly-owned by Christopher B. Ferguson*
10.13	New Staff, Inc. Asset Sale and Purchase Agreement with Allied Contract Services, LLC dated June 18, 2004*
21.1	List of Subsidiaries*
99.1	Press Release announcing the Closing dated February 12, 2007*

* Filed herewith

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: February 12, 2007

CLEARPOINT BUSINESS RESOURCES, INC.
By:	/s/ Michael D. Traina
Name:	Michael D. Traina
Title:	Chairman and Chief Executive Officer

EX-4.1

EXHIBIT 4.1

NUMBER

U N I T S

U

SEE REVERSE FOR CERTAIN DEFINITIONS

CUSIP 185061 20 7

CLEARPOINT BUSINESS RESOURCES, INC.

UNITS CONSISTING OF ONE SHARE OF COMMON STOCK AND TWO WARRANTS EACH TO PURCHASE ONE SHARE OF COMMON STOCK

This Certifies that

is the owner of Units.

Each Unit (“Unit”) consists of one (1) share of common stock, par value $.0001 per share (“Common Stock”), of ClearPoint Business Resources, Inc., a Delaware corporation (the BY “Company”), and two warrants (the “Warrants”). Each Warrant entitles the holder to purchase one (1) share of Common Stock for $5.00 per share (subject to adjustment). Each Warrant will expire unless exercised before 5:00 p.m., New York City Time, on April 17, 2009, or earlier upon redemption (the “Expiration Date”). The terms of the Warrants are governed by a Warrant Agreement, dated as of April 18, 2005, between the Company and Continental Stock Transfer & Trust Company, as Warrant Agent, and are subject to the terms and provisions contained therein, all of which terms and provisions the holder of this certificate consents to by acceptance hereof. Copies of the Warrant Agreement are on file at the office of the Warrant Agent at 17 Battery Place, New York, New York 10004, and are available to any Warrant holder on written request and without cost.

This certificate is not valid unless countersigned by the Transfer Agent and Registrar of the Company. Witness the facsimile seal of the Company and the facsimile signature of its duly authorized officers.

COUNTERSIGNED AND REGISTERED:

CONTINENTAL STOCK TRANSFER & TRUST COMPANY

TRANSFER AGENT

AND REGISTRAR BY

AUTHORIZED SIGNATURE

By

SIGNATURE TO COME?

SECRETARY

CLEARPOINT BUSINESS RESOURCES, INC.

CORPORATE SEAL 2004

DELAWARE

SIGNATURE TO COME?

CHAIRMAN OF THE BOARD

AMERICAN BANK NOTE COMPANY

PRODUCTION COORDINATOR: TODD DEROSSETT 931-490-1720

711 ARMSTRONG LANE

PROOF OF FEBRUARY 6, 2007

COLUMBIA, TENNESSEE 38401

CLEARPOINT BUSINESS RESOURCES, INC.

(931) 388-3003

TSB 26157 FC Lot 3

SALES: J. NAPOLITANO 631-253-3206

Operator: Anthony

/ETHER 7/ LIVE JOBS / C / CLEARPOINT 26157 FC Lot 3

New

PLEASE INITIAL THE APPROPRIATE SELECTION FOR THIS PROOF: OK AS IS OK WITH CHANGES MAKE CHANGES AND SEND ANOTHER PROOF Colors Selected for Printing: Intaglio prints in SC-7 Dark Blue.

COLOR: This proof was printed from a digital file or artwork on a graphics quality, color laser printer. It is a good representation of the color as it will appear on the final product. However, it is not an exact color rendition, and the final printed product may appear slightly different from the proof due to the difference between the dyes and printing ink.

NOTE: Text that is sent in by disk or e-mail is not proofread word for word.

AMERICAN BANK NOTE COMPANY.

ClearPoint Business Resources, Inc.

The Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof of the Corporation and the qualifications, limitations, or restrictions of such preferences and/or rights. This certificate and the shares represented thereby are issued and shall be held subject to all the provisions of the Certificate of Incorporation and all amendments thereto and resolutions of the Board of Directors providing for the issue of shares of Common Stock (copies of which may be obtained from the secretary of the Corporation), to all of which the holder of this certificate by acceptance hereof assents.

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM	–	as tenants in common	UNIF GIFT MIN ACT	–	_____________	Custodian	_____________
TEN ENT	–	as tenants by the entireties			(Cust)		(Minor)
JT TEN	–	as joint tenants with right of survivorship and not as tenants in common			under Uniform Gifts to Minors
					Act _________________________________
						(State)

Additional abbreviations may also be used though not in the above list.

For value received, _____________________________ hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER

IDENTIFYING NUMBER OF ASSIGNEE

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

___________________________________________________________________________________________________ shares

of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint

_________________________________________________________________________________________________ Attorney

to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises.

Dated

Notice: The signature to this assignment must correspond with the name as written upon the face of the certificate in every particular, without alteration or enlargement or any change whatever.

Signature(s) Guaranteed:

THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15).

The holder of this certificate shall be entitled to receive funds from the trust fund only in the event of the Company’s liquidation or if the holder seeks to convert his respective shares into cash upon a business combination which he voted against and which is actually completed by the Company. In no other circumstances shall the holder have any right or interest of any kind in or to the trust fund.

EX-4.2

Exhibit 4.2

NUMBER

TN CLEARPOINT BUSINESS RESOURCES, INC.

INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

COMMON STOCK

SHARES

SEE REVERSE FOR CERTAIN DEFINITIONS

CUSIP 185061 10 8

This Certifies that

is the owner of

FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $.0001 EACH OF THE COMMON STOCK OF

CLEARPOINT BUSINESS RESOURCES, INC.

transferable on the books of the Corporation in person or by duly authorized attorney upon surrender of this certificate properly endorsed.

This certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar. Witness the seal of the Corporation and the facsimile signatures of its duly authorized officers.

BY

AUTHORIZED SIGNATURE

COUNTERSIGNED AND REGISTERED:

CONTINENTAL STOCK TRANSFER & TRUST COMPANY

TRANSFER AGENT

AND REGISTRAR

Dated:

SIGNATURE TO COME?

SECRETARY

CLEARPOINT BUSINESS RESOURCES, INC.

CORPORATE SEAL 2004

DELAWARE

SIGNATURE TO COME?

CHAIRMAN OF THE BOARD

AMERICAN BANK NOTE COMPANY

PRODUCTION COORDINATOR: TODD DEROSSETT 931-490-1720

711 ARMSTRONG LANE

PROOF OF FEBRUARY 6, 2007

COLUMBIA, TENNESSEE 38401

CLEARPOINT BUSINESS RESOURCES, INC.

(931) 388-3003

TSB 26157 FC Lot 1

SALES: J. NAPOLITANO 631-253-3206

Operator: ANTHONY

/ETHER 7 / LIVE JOBS / C / CLEARPOINT 26157 FC Lot 1 NEW

PLEASE INITIAL THE APPROPRIATE SELECTION FOR THIS PROOF: OK AS IS OK WITH CHANGES MAKE CHANGES AND SEND ANOTHER PROOF

Colors Selected for Printing: Intaglio prints in SC-3 Dark Green.

COLOR: This proof was printed from a digital file or artwork on a graphics quality, color laser printer. It is a good representation of the color as it will appear on the final product. However, it is not an exact color rendition, and the final printed product may appear slightly different from the proof due to the difference between the dyes and printing ink.

NOTE: Text that is sent in by disk or e-mail is not proofread word for word.

© SECURITY-COLUMBIAN UNITED STATES BANKNOTE COMPANY 1960

ClearPoint Business Resources, Inc.

The Company will furnish without charge to each stockholder who so requests, a statement of the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof of the Company and the qualifications, limitations, or restrictions of such preferences and/or rights.

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM	–	as tenants in common	UNIF GIFT MIN ACT	–	_____________	Custodian	_____________
TEN ENT	–	as tenants by the entireties			(Cust)		(Minor)
JT TEN	–	as joint tenants with right of survivorship and not as tenants in common			under Uniform Gifts to Minors
					Act ______________________________
						(State)

Additional abbreviations may also be used though not in the above list.

For value received,_________________________ hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER

IDENTIFYING NUMBER OF ASSIGNEE

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

_______________________________________________________________________________________________ Units

represented by the within Certificate, and do hereby irrevocably constitute and appoint

___________________________________________________________________________________________ Attorney

to transfer the said Units on the books of the within named Company with full power of substitution in the premises.

Dated

Notice: The signature to this assignment must correspond with the name as written upon the face of the certificate in every particular, without alteration or enlargement or any change whatever.

Signature(s) Guaranteed:

THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15).

EX-4.3

Exhibit 4.3

(SEE REVERSE SIDE FOR LEGEND)

WARRANTS

NUMBER

TNC

(THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M.

NEW YORK CITY TIME, APRIL 17, 2009)

CUSIP 185061 11 6

CLEARPOINT BUSINESS PARTNERS, INC.

WARRANT

THIS CERTIFIES THAT, for value received

is the registered holder of a Warrant or Warrants expiring April 17, 2009 (the “Warrant”) to purchase one fully paid and non-assessable share of Common Stock, par value $.0001 per share (“Shares”), of ClearPoint Business Resources, Inc., a Delaware corporation (the “Company”), for each Warrant evidenced by this Warrant Certificate. The Warrant entitles the holder thereof to purchase from the Company such number of Shares of the Company at the price of $5.00 per share, upon surrender of this Warrant Certificate and payment of the Warrant Price at the office or agency of the Warrant Agent, Continental Stock Transfer & Trust Company (such payment to be made by check made payable to the Warrant Agent), but only subject to the conditions set forth herein and in the Warrant Agreement between the Company and Continental Stock Transfer & Trust Company. The Warrant Agreement provides that upon the occurrence of certain events the Warrant Price and the number of Warrant Shares purchasable hereunder, set forth on the face hereof, may, subject to certain conditions, be adjusted. The term Warrant Price as used in this Warrant Certificate refers to the price per Share at which Shares may be purchased at the time the Warrant is exercised.

No fraction of a Share will be issued upon any exercise of a Warrant. If the holder of a Warrant would be entitled to receive a fraction of a Share upon any exercise of a Warrant, the Company shall, upon such exercise, round up to the nearest whole number the number of Shares to be issued to such holder.

Upon any exercise of the Warrant for less than the total number of full Shares provided for herein, there shall be issued to the registered holder hereof or his assignee a new Warrant Certificate covering the number of Shares for which the Warrant has not been exercised.

Warrant Certificates, when surrendered at the office or agency of the Warrant Agent by the registered holder hereof in person or by attorney duly authorized in writing, may be exchanged in the manner and subject to the limitations provided in the Warrant Agreement, but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants.

Upon due presentment for registration of transfer of the Warrant Certificate at the office or agency of the Warrant Agent, a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee in exchange for this Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for any applicable tax or other governmental charge.

The Company and the Warrant Agent may deem and treat the registered holder as the absolute owner of this Warrant Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the registered holder, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.

This Warrant does not entitle the registered holder to any of the rights of a stockholder of the Company.

The Company reserves the right to call the Warrant, with the prior consent of EarlyBirdCapital, Inc., at any time prior to its exercise, with a notice of call in writing to the holders of record of the Warrant, giving 30 days’ notice of such call at any time after the Warrant becomes exercisable if the last sale price of the Shares has been at least $8.50 per share on each of 20 trading days within any 30 trading day period ending on the third business day prior to the date on which notice of such call is given. The call price of the Warrants is to be $.01 per Warrant. Any Warrant either not exercised or tendered back to the Company by the end of the date specified in the notice of call shall be canceled on the books of the Company and have no further value except for the $.01 call price.

By

COUNTERSIGNED

CONTINENTAL STOCK TRANSFER & TRUST COMPANY

AS WARRANT AGENT

BY:

AUTHORIZED OFFICER

CLEARPOINT BUSINESS RESOURCES, INC.

CORPORATE SEAL 2004

DELAWARE

SIGNATURE TO COME?

CHAIRMAN OF THE BOARD

SIGNATURE TO COME?

SECRETARY

AMERICAN BANK NOTE COMPANY

PRODUCTION COORDINATOR: TODD DEROSSETT 931-490-1720

711 ARMSTRONG LANE

PROOF OF FEBRUARY 6, 2007

COLUMBIA, TENNESSEE 38401

CLEARPOINT BUSINESS RESOURCES, INC.

(931) 388-3003

TSB 26157 FC Lot 2

SALES: J. NAPOLITANO 631-253-3206

Operator: ANTHONY

/ETHER 7 / LIVE JOBS / C / CLEARPOINT 26157 FC LOT 2

NEW

PLEASE INITIAL THE APPROPRIATE SELECTION FOR THIS PROOF: OK AS IS OK WITH CHANGES MAKE CHANGES AND SEND ANOTHER PROOF

Colors Selected for Printing: Intaglio prints in SC-15 Maroon.

COLOR: This proof was printed from a digital file or artwork on a graphics quality, color laser printer. It is a good representation of the color as it will appear on the final product. However, it is not an exact color rendition, and the final printed product may appear slightly different from the proof due to the difference between the dyes and printing ink.

NOTE: Text that is sent in by disk or e-mail is not proofread word for word.

AMERICAN BANK NOTE COMPANY.

SUBSCRIPTION FORM

To Be Executed by the Registered Holder in Order to Exercise Warrants

The undersigned Registered Holder irrevocably elects to exercise                      Warrants represented by this Warrant Certificate, and to purchase the shares of Common Stock issuable upon the exercise of such Warrants, and requests that Certificates for such shares shall be issued in the name of

(PLEASE TYPE OR PRINT NAME AND ADDRESS)

(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)

and be delivered to ____________________________________________________________________________________________________

(PLEASE PRINT OR TYPE NAME AND ADDRESS)

and, if such number of Warrants shall not be all the Warrants evidenced by this Warrant Certificate, that a new Warrant Certificate for

the balance of such Warrants be registered in the name of, and delivered to, the Registered Holder at the address stated below:

Dated:
	(SIGNATURE)
	(ADDRESS)
	(TAX IDENTIFICATION NUMBER)

ASSIGNMENT

To Be Executed by the Registered Holder in Order to Assign Warrants

For Value Received, _______________________________________ hereby sell, assign, and transfer unto

(PLEASE TYPE OR PRINT NAME AND ADDRESS)

(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)

and be delivered to ___________________________________________________________________________________________________

(PLEASE PRINT OR TYPE NAME AND ADDRESS)

__________________________ of the Warrants represented by this Warrant Certificate, and hereby irrevocably constitute and

appoint___________________ Attorney to transfer this Warrant Certificate on the books of the Company, with full power of

substitution in the premises.

Dated:
	(SIGNATURE)

THE SIGNATURE TO THE ASSIGNMENT OF THE SUBSCRIPTION FORM MUST CORRESPOND TO THE NAME WRITTEN UPON THE FACE OF THIS WARRANT CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE GUARANTEED BY A COMMERCIAL BANK OR TRUST COMPANY OR A MEMBER FIRM OF THE AMERICAN STOCK EXCHANGE, NEW YORK STOCK EXCHANGE, PACIFIC STOCK EXCHANGE OR CHICAGO STOCK EXCHANGE.

EX-10.8

Exhibit 10.8

EMPLOYMENT AGREEMENT

To:	Kurt Braun,
From:	Michael Traina, CEO Mercer Staffing, Inc.
Date:	April 18, 2005
Position:	Chief Financial Officer

Mercer Staffing, Inc. (“MS”) hereby makes an offer of employment pursuant to this Employment Agreement (“Agreement”) to Kurt Braun (“Employee”) as the Chief Financial Officer (“CFO”) for Mercer Staffing. The CFO position is a full time position based in our office at Doylestown Office. The job shall report to the Chief Executive Officer (“CEO”).

Summary of Responsibilities:

The Chief Financial Officer primary responsibilities will be to write, review, revise, and implement all policies and procedures relating to the Fiscal Management Department. These policies and procedures will include, but not be limited to, management and protection of the Company’s assets, financial statements, accounts payable, accounts receivable, invoicing, and accounting accruals. In addition, incumbent will be responsible for developing, implementing and monitoring management systems for the financial statements development of the Company, the accounts payable and receivable, the invoicing per contract and general accounting accruals.

Qualifications:

• Graduate degree (MBA preferred),

• Computer Literate; proficient in Excel and other computer systems,

• Five (5) years of progressive financial management experience,

• Good interpersonal, communication, and management skills.

Principle Duties:

• Incumbent will be responsible for the day to day operation and management of all departments or units reporting to the Fiscal Department. This will also include analyzing and reviewing all financial statements with the CEO.

• Will be responsible for keeping the CEO informed as to the cash needs and availability. The management of the Company assets will include investment of surplus profits as well as the acquisition of the funding from all external sources.

• In order to support new initiatives, development, and sustained growth of MS, the CFO will participate in proposal development processes. The CFO will also coordinate pricing for the MS bid process including the review of the financial impact of the bidding.

• The continual growth and prosperity of MS will result in the participation of the CFO in the development of short and long-term planning strategies in conjunction with senior management, and providing them with an understanding of the MS’ financial outlook as well as analysis of the conditions that may affect or have an impact on the MS’ position. In carrying out this responsibility, the CFO will oversee the creation of departmental budgets and plans based upon the long-term strategies developed and also be responsible for developing and maintaining a working relationship with MS senior management. The CFO will keep the CEO aware of the status of those relationships.

• Employee will maintain a relationship with banking representatives in addition to meeting with the CEO and those representatives on a regular basis.

• CFO will develop, produce, and distribute quarterly, bi-annual, or annual review and audits as appropriate. All requests for payments for billing, purchases, etc. will be approved by the CFO.

• Employee will also participate in meetings with all levels of employees, senior managers, contractors, vendors, state, local, and government entities and the CEO.

• Employee understands that all information concerning clients or Company business must be held in strict confidence and must never be discussed or conveyed to any person not authorized by the client or the CEO to have such information or material. Employee understands that a breach of this responsibility is grounds for immediate dismissal.

• All and any verbal additions and/or deletions may be made at the discretion of the CEO.

The terms of the employment agreement for Employee as CFO are as follows:

1) The Employee shall be terminable subject to the terms outlined in paragraph 2.

2) Employee is terminable at will. If terminated for any reason other than For Cause (For Cause defined below), Employee shall receive $65,000 aggregate compensation paid out weekly over six months consistent with current payroll practices until the total aggregate amount is paid (“Severance Payments”). In the event of a For Cause termination, Employee shall not be eligible to receive Severance Payments. For the purposes of this Agreement, For Cause shall be defined as Employee engages in unfair competition, theft, embezzlement, fraud, violates any state insurance code, issues fraudulent certificates of insurance, violates the terms of the confidentiality or non-compete provisions of this Agreement found in paragraph 8, or if Employee shall be convicted of a serious felony or is adjudicated guilty of a crime involving gross, willful or wanton fraud, misrepresentations or other conduct of moral turpitude.

3) The Employee shall receive an annual salary of $125,000 and shall receive 20 days of comprehensive paid time off (includes vacation, sick and personal days) each year. The PTO days accrue on a monthly basis. Employee may “go in the hole” and utilize unearned PTO if approved by his/her supervisor. The comprehensive paid time off is pursuant to a “use or lose it” policy and such days does not carry over from year to year. The annual cut off date for Employee to use paid time off shall be the date of hire.

4) The Employee shall be eligible to participate in the same health and dental benefits program of the officers of MS. MS shall contribute 100% of the cost of said coverage for Employee’s entire family.

5) Employee shall be eligible to participate in a bonus incentive program whereby the Employee may earn additional compensation if MS achieves the following Earnings before Income Taxes, Depreciation and Amortization (“EBITDA”) targets in 2005: EBITDA is between $2.7 million and $3.7 million, employee bonus is $10,000, between $3.7 million and $4.7 million, bonus is $20,000 and if EBITDA is above $4.7 million, bonus is $30,000, The annual bonus range and EBITDA targets will be calculated at the sole discretion of the CEO. The bonus shall be determined at the end of each fiscal year and shall be paid out weekly over three months consistent with current payroll practices until the total aggregate amount is paid.

6) MS (“the Company”) anticipates potentially three liquidity scenarios. The three are a sale of substantially all the assets of the Company, a partial sale of the Company, or an initial public offering (“IPO”) of at least a portion of the Company’s stock. The following outlines a signing bonus structure for Employee upon the occurrence of each event. The employee must be an employee of MS at the time of either the filing of the IPO with the Securities and Exchange Commission or at the time initial contact is made with the potential purchaser of the Company in order to receive the bonus. The bonuses are not cumulative and Employee shall be entitled to only one of the following bonuses: Upon successful completion of an IPO of at least a portion of the Company’s stock, Employee shall be entitled to either, at the sole discretion of the Employer, $100,000 of the proceeds of the IPO in cash, or an equivalent value of the Company stock at the time of the offering with the agreement that Employee remains on staff for a period of at least 3 months following the IPO if the Company desires; Upon a partial sale of the assets of the Company, Employee shall be entitled to a cash payment of $100,000 with the agreement that Employee remains on staff for a period of 3 months following the sale if the Company desires; Upon a sale of substantially all the assets of the Company, Employee shall be entitled to a cash payment of 5% of the net purchase price up (Net purchase price will be calculated as Total Purchase Price less debt owed to Senior Debt Holder (currently Bridge Healthcare) and Shareholders/Members of MS.) to a maximum of $100,000 with the agreement that Employee remains on staff for a period of at least 3 months following the sale if the Company desires.

7) MS will reimburse the Employee for all out-of-town travel, lodging, meals, and auto rental, based on MS travel policies. Employee shall receive a company owned cell phone and a monthly car allowance of $400.00.

8) MS will reimburse Employee for all direct out-of-pocket expenses as a result of the business development, client relations, and recruitment activities including parking, tolls, and telephone usage. Direct expenses for client relations and entertainment must be approved by the CEO.

9) During the term of the Agreement, Employee may be given access to sensitive or proprietary information involving MS trade secrets or marketing information, or trade secrets or marketing information of a prime contractor or subcontractors working with MS. Employee agrees to keep all such information/documents in strict confidence and take prudent measures to protect and secure information/documents. Employee further agrees that it will not solicit or interfere with any accounts, trade, employees or contractual arrangements of MS as it pertains to its services and will not compete with any of the accounts, trade, business patronage, employees or contractual arrangements of MS as it pertains to its services. Employee agrees that for a period of one (1) year following the termination of this Agreement, Employee will not compete with MS as a partner, owner, employee, or through any other means within 25 miles of any MS office.

10) Employee agrees that the compensation under this Agreement is reasonable inducement to enter into the terms outlined in this Paragraph 8. Employee agrees that the scope is reasonable based on his role as an officer of MS. Employee agrees that the geographic scope of the restrictions outlined in Paragraph 8 are reasonable.

11) Employer agrees that for the calculation of vesting for any and all types of benefits offered by MS, Employees official employment start date is September 27, 2004, the first day of his employment with MS on an hourly basis.

12) If any of the terms of this Agreement conflict with the Employee Handbook, this Agreement is the governing document.

13) Employee agrees that this Agreement constitutes the entire Agreement and that no other agreement exists between the parties, either oral or written, which are not included in this Agreement. The Agreement shall be governed by the laws of the Commonwealth of Pennsylvania.

My signature below indicates that I:

I. Have had the opportunity to review this position description with my immediate supervisor.

II. Have had the opportunity to ask all questions which I might have pertaining to this position description.

III. Acknowledge and understand the duties and responsibilities of the position to which I have been assigned.

IV. Have been provided with a copy of this position description for my personal reference.

Date: April 4, 2005

Employee	Mercer Staffing, Inc.
/s/ Kurt A. Braun	/s/ Michael D. Traina
Kurt A. Braun	Michael D. Traina, CEO

EX-10.9

Exhibit 10.9

EMPLOYMENT AGREEMENT

To:	J. Todd Warner
From:	Mike Traina, CEO Mercer Staffing
Date:	February 16, 2005
Position:	National Sales Director

Mercer Staffing (“MS”) hereby makes an offer of employment pursuant to this Employment Agreement (“Agreement”) to J. Todd Warner (“Employee”) as the National Sales Director (“NSD”) for Mercer Staffing. The NSD position is a full time position based in our office at Doylestown Office. The job shall report to the CEO.

Summary of Responsibilities:

The National Sales Director shall be responsible for all sales and new business development for Mercer Staffing. The Employee shall perform the following duties:

• Oversee the sales force

• Manage and monitor performance of sales representatives and account executives

• Train sales representatives and account executives in sales techniques, goal setting, growth strategies, and business development

• Hire, recruit and train sales force

• Identify locations for new offices and open of new offices

• Develop marketing and branding strategy

• Participate in Executive Team meetings with CEO, President, CFO, and other requested representatives

• Operational projects as assigned by CEO

• All other duties as assigned by CEO

Qualifications:

• College degree,

• Computer Literate; proficient in Excel and Access,

• Five (5) years of sales and management experience in staffing field,

• Good interpersonal, communication, and management skills.

Principle Duties:

• Incumbent will be responsible for the day to day operation and management of all departments or units reporting to the Sale Department. This will also include analyzing and reviewing all sales activity with the CEO.

• Will be responsible for keeping the CEO Informed as to the sales leads and prospects. Maintenance of a substantial sales funnel of prospects.

• In order to support new initiatives, development, and sustained growth of MS, the NSD will participate in proposal development processes.

• The continual growth and prosperity of MS, will result in the participation of the NSD in the development of short and long-term planning strategies in conjunction with senior management, and providing them with an understanding of the MS’ sales and new business outlook as well as analysis of the conditions that may affect or have an impact on the MS’ position. The plan will be developed into quantitative revenue, sales and new business goals. In carrying out this responsibility, the NSD will oversee the creation of sales plans based upon the long-term strategies developed by the CEO and the Executive Management Team. The NSD will keep the CEO aware of MS’ progress toward achieving sales and growth targets.

• Employee will maintain a relationship with MS’ key clients in an effort to retain and enhance these relationships.

• NSD will develop, produce, and distribute quarterly sales and new business reports showing MS’ progress towards established goals.

• Employee will also participate in meetings with all levels of employees, senior managers, contractors, vendors, state, local, and government entities and the CEO.

• Employee understands that all information concerning clients or Company business must be held in strict confidence and must never be discussed or conveyed to any person not authorized by the client or the Chief Executive Officer to have such information or material. I understand that a breach of this responsibility is grounds for immediate dismissal.

• All and any verbal additions and/or deletions may be made at the discretion of your supervisor.

The terms of the employment agreement for Employee as NSD are as follows:

1) The Employee shall be terminable subject to the terms outlined in paragraph 2.

2) Employee is terminable at will.

3) The Employee shall receive an annual salary of $180,000 and shall receive 20 days of comprehensive paid time off (includes vacation, sick and personal days) each year. The PTO days accrue on a monthly basis. Employee may “go in the hole” and utilize unearned PTO if approved by his/her supervisor. The comprehensive paid time off is pursuant to a “use or lose it” policy and such days does not carry over from year to year. The annual cut off date for Employee to use paid time off shall be the date of hire.

4) The Employee shall be eligible to participate in the health and dental benefits program of MS. MS shall contribute 100% of the cost of the coverage for Employee’s entire family.

5) Employee shall be eligible to participate in a bonus incentive program whereby the Employee may earn additional compensation if MS achieves certain annual profit and revenue targets. The bonus range will be between $0-$100,000 at the sole discretion of the CEO. The bonus shall be determined at the each one year anniversary of this agreement. The bonus shall be paid over and 8 week period with payments commencing within 15 days of the determination of the bonus.

6) MS (“the Company”) anticipates potentially three liquidity scenarios. The three are a sale of substantially all the assets of the Company, a partial sale of the Company, or an initial public offering (“IPO”) of at least a portion of the Company’s stock. The following outlines a bonus structure for Employee upon the occurrence of each event. The employee must be an employee of MS at the time of either the filing of the IPO with the Securities and Exchange Commission or at the time initial contact is made with the potential purchaser of the Company in order to receive the bonus. The bonuses are not cumulative and Employee shall be entitled to only one of the following bonuses: Upon successful completion of an IPO of at least a portion of the Company’s stock, Employee shall be entitled to either, at the sole discretion of the Employer, $100,000 of the proceeds of the IPO in cash, or an equivalent value of the Company stock at the time of the offering with the agreement that Employee remains on staff for a period of at least 3 months following the IPO if the Company desires; Upon a partial sale of the assets of the Company, Employee shall be entitled to a cash payment of $100,000 with the agreement that Employee remains on staff for a period of 3 months following the sale if the Company desires; Upon a sale of substantially all the assets of the Company, Employee shall be entitled to a cash payment of 5% of the net purchase price up (Net purchase price will be calculated as Total Purchase Price less debt owed to Senior Debt Holder (currently Bridge Healthcare) and Shareholders/Members of MS.) to a maximum of $100,000 with the agreement that Employee remains on staff for a period of at least 3 months following the sale if the Company desires.

7) MS will reimburse the Employee for all out-of-town travel, lodging, meals, and auto rental, based on MS travel policies. Employee shall receive a company owned cell phone and a monthly car allowance of $700.00.

8) MS will reimburse Employee for all direct out-of-pocket expenses as a result of the business development, client relations, and recruitment activities including parking, tolls, and telephone usage. Direct expenses for client relations and entertainment must be pre-approved by your supervisor.

9) During the term of the Agreement, Employee may be given access to sensitive or proprietary information involving MS trade secrets or marketing information, or trade secrets or marketing information of a prime contractor or subcontractors working with MS. Employee agrees to keep all such information/documents in strict confidence and take prudent measures to protect and secure information/documents. Employee further agrees that it will not solicit or interfere with any accounts,

trade, employees or contractual arrangements of MS as it pertains to its services and will not compete with any of the accounts, trade, business patronage, employees or contractual arrangements of MS as it pertains to its services. Employee agrees that for a period of one (1) year following the termination of this Agreement, Employee will not compete with MS as a partner, owner, employee, or through any other means within 50 miles of any MS office.

10) Employee agrees that the compensation under this Agreement is reasonable inducement to enter into the terms outlined in this Paragraph 8. Employee agrees that the cope is reasonable based on his role as an officer of MS. Employee agrees that the geographic scope of the restrictions outlined in Paragraph 8 are reasonable.

11) If any of the terms of this Agreement conflict with the Employee Handbook, this Agreement is the governing document.

12) Employee agrees that this Agreement constitutes the entire Agreement and that no other agreement exists between the parties, either oral or written, which are not included in this Agreement. The Agreement shall be governed by the laws of the Commonwealth of Pennsylvania.

My signature below indicates that I:

I. Have had the opportunity to review this position description with my immediate supervisor.

II. Have had the opportunity to ask all questions which I might have pertaining to this position description.

III. Acknowledge and understand the duties and responsibilities of the position to which I have been assigned.

IV. Have been provided with a copy of this position description for my personal reference.

Date: September 12, 2005

Employee		Mercer Staffing, Inc.
by:	/s/ Todd Warner	/s/ Michael Traina
Employee Name: Todd Warner		Michael Traina, CEO

EX-10.10

Exhibit 10.10

STOCK PURCHASE AGREEMENT

Dated as of July 29, 2005

among

MERCER STAFFING, INC.,

ARAMARK SERVICES, INC.

and

QUANTUM RESOURCE CORPORATION

TABLE OF CONTENTS

		Page
ARTICLE I THE STOCK PURCHASE		1
1.1	Aggregate Consideration	1
1.2	Stock Purchase	1
1.3	Purchase Price Adjustment.	1
1.4	Closing	3
1.5	Funding of Operating Cash Requirements on the Closing Date	3
ARTICLE II REPRESENTATIONS AND WARRANTIES		4
2.1	Representation and Warranties of Seller	4
2.2	Representations and Warranties of Quantum	5
2.3	Representations and Warranties of Buyer	14
2.4	Representations and Warranties of the Parties	15
2.5	Schedules and Exhibits	15
ARTICLE III COVENANTS		16
3.1	Confidentiality	16
3.2	Public Announcements	16
3.3	Seller Marks	16
3.4	Insurance.	16
3.5	Funding of Disbursements	17
ARTICLE IV CLOSING DELIVERIES		17
4.1	Deliveries by Seller and Quantum at Closing	17
4.2	Deliveries by Buyer at Closing	17
ARTICLE V PROVISIONS AS TO TAXES		17
5.1	Access to Records Following Closing	17
5.2	Post-Closing Cooperation	18
5.3	Other Tax Matters.	18
ARTICLE VI LABOR MATTERS, EMPLOYEE RELATIONS AND BENEFITS		18
6.1	Employees	18
6.2	Comparable Benefits	19
6.3	Benefit Plan Participation	19
6.4	Welfare Plans	19
6.5	Vacation	19
6.6	Severance	19
6.7	Service Credit	19

i

6.8	WARN Act	19
6.9	COBRA	20
6.10	No Rights Conferred on Employees	20
ARTICLE VII INDEMNIFICATION		20
7.1	Survival	20
7.2	Indemnification	20
7.3	Procedures	21
7.4	Determination of Damages	21
7.5	Exclusive Remedy	21
ARTICLE VIII MISCELLANEOUS		21
8.1	Fees and Expenses	21
8.2	Notices	22
8.3	Entire Agreement	23
8.4	No Third Party Beneficiaries	23
8.5	Assignability	23
8.6	Amendment and Modification; Waiver	23
8.7	Severability	23
8.8	Section Headings	23
8.9	Interpretation	23
8.10	Definitions	23
8.11	Counterparts	24
8.12	Enforcement	24
8.13	Governing Law	24

ii

STOCK PURCHASE AGREEMENT

STOCK PURCHASE AGREEMENT dated as of July 29, 2005 (this “Agreement”) among Mercer Staffing, Inc., a Delaware corporation (“Buyer”), ARAMARK Services Inc., a Delaware corporation (“Seller”), and Quantum Resource Corporation, a Delaware corporation (“Quantum”).

WITNESSETH:

WHEREAS, Seller owns 1,000 shares of Quantum Common Stock (as hereinafter defined) (the “Quantum Shares”); and

WHEREAS, Buyer desires to purchase (the “Stock Purchase”) from Seller the Quantum Shares pursuant to this Agreement;

NOW, THEREFORE, in consideration of the mutual terms, conditions and other agreements set forth herein and intending to be legally bound hereby, the parties hereto hereby agree as follows:

ARTICLE I

THE STOCK PURCHASE

1.1 Aggregate Consideration. The aggregate amount to be paid by Buyer pursuant to Section 1.2 is $9,200,000 (the “Quantum Shares Purchase Price”), subject to adjustment as provided in Section 1.3.

1.2 Stock Purchase. Upon the terms and subject to the conditions of this Agreement, at the Closing (as defined below), Seller shall sell to Buyer, and Buyer shall purchase from Seller the Quantum Shares.

In consideration for the sale and transfer of the Quantum Shares, and upon the terms and subject to the conditions of this Agreement, on the Closing Date (as defined below), Buyer shall pay or cause to be paid to Seller by wire transfer in immediately available funds an amount equal to the Quantum Shares Purchase Price to such bank account as shall be designated by Seller prior to the Closing and shall deliver to Seller the other items to be delivered at the Closing set forth in Section 4.2 hereof.

On the Closing Date, upon the terms and subject to the conditions of this Agreement, Seller shall deliver to Buyer certificates representing the Quantum Shares duly endorsed, or accompanied by stock powers duly executed, with all necessary stock transfer stamps attached thereto and canceled and shall deliver to Buyer the other items to be delivered at the Closing set forth in Section 4.1 hereof.

1.3 Purchase Price Adjustment.

(a) Within 90 calendar days after the Closing Date, Seller shall cause to be prepared and delivered to Buyer a statement (the “Statement”) setting forth the Net Working Capital and the components and calculation thereof as of the close of business of

Quantum on the Closing Date. “Net Working Capital” shall mean (i) current assets, less (ii) current liabilities. The components of current assets and current liabilities shall be as set forth on Schedule 1.3 and such components shall be determined in accordance with generally accepted accounting principles as such principles are applied in the preparation of the Financial Statements (as defined in Section 2.2(f)). For the avoidance of doubt and notwithstanding anything in this Agreement or on Schedule 1.3 to the contrary, Net Working Capital shall not include, (A) as a current asset, revenue arising from services which have been performed by Quantum during the period beginning on July 25, 2005 and ending on the date hereof (the “Transition Period”) but for which the customer has not yet been billed; and (B) as a current liability, accrued payroll expenses associated with any revenue arising from services which have been performed by Quantum during the Transition Period but for which the customer has not yet been billed. At the same time, Seller shall also cause to be prepared and delivered to Buyer a statement (the “Adjustment Statement”) setting forth the calculation of the difference between the Net Working Capital as shown on the Statement minus the Target Net Working Capital (as defined below) (such amount, which might be a negative number, is referred to hereinafter as the “Adjustment Amount”). Buyer shall provide Seller with access to the relevant books and records and employees of Quantum to the extent required to prepare the Statement and the Adjustment Statement and shall furnish Seller with any other information that might be relevant to the calculation of Net Working Capital. If, at any time prior to the final resolution of any disputed items on the Statement or the Adjustment Statement, additional information shall become known that would change the amount of the Net Working Capital shown on the Statement or the calculation thereof, then Seller shall have the right to amend the Statement and Adjustment Statement to reflect such additional information and the period set forth in Section 1.3(c) will be deemed to have commenced on the date of such amendment. The “Target Net Working Capital” shall be $4,500,000.

(b) After receipt of the Statement and the Adjustment Statement, Buyer will have 30 calendar days to review the Statement and the Adjustment Statement. Unless Buyer delivers to Seller written notice setting forth the specific items disputed by Buyer and a written statement setting forth Buyer’s calculation of each line item shown on the Statement so disputed (the “Buyer’s Statement”) on or prior to the thirtieth calendar day after Buyer’s receipt of the Statement and the Adjustment Statement, Buyer will be deemed to have accepted and agreed to the Statement and the Adjustment Statement and such agreement will be final and binding. Any items on the Statement or Adjustment Statement as to which Buyer has not given notice of its objection and provided an alternative calculation on the Buyer’s Statement will be deemed to have been agreed upon by the parties, subject to the final sentence of Section 1.3(b). If Buyer so notifies Seller of its objections to any of the Statement or the Adjustment Statement and provides Seller with the Buyer’s Statement, Buyer and Seller will, within 30 calendar days following the notice (the “Resolution Period”), attempt to resolve their differences. Any resolution by Buyer and Seller during the Resolution Period as to any disputed amounts will be final, binding and conclusive.

(c) If Buyer and Seller do not resolve all disputed items, if any, by the end of the Resolution Period, then all items remaining in dispute will be submitted within 30 calendar days after the expiration of the Resolution Period to PricewaterhouseCoopers or such other national independent accounting firm mutually acceptable to Buyer and Seller (the “Neutral

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Accounting Arbitrator”). The Neutral Accounting Arbitrator shall act as an arbitrator to determine only those items in dispute. All fees and expenses relating to the work, if any, to be performed by the Neutral Accounting Arbitrator will be allocated between Buyer, on the one hand, and Seller, on the other hand, in the same proportion that the aggregate amount of the disputed items so submitted to the Neutral Accounting Arbitrator that is unsuccessfully disputed by such party (as finally determined by the Neutral Accounting Arbitrator) bears to the total amount of such disputed items so submitted. The Neutral Accounting Arbitrator will deliver to Buyer and Seller a written determination (such determination to include a work sheet setting forth all material calculations used in arriving at such determination) of the disputed items within 30 days of receipt of the disputed items, which determination will be final, binding and conclusive. The final, binding and conclusive Statement and Adjustment Statement, which either are agreed upon by Buyer and Seller or are delivered by the Neutral Accounting Arbitrator in accordance with this Section 1.3, will be the “Conclusive Statement” and the “Conclusive Adjustment Statement,” respectively. In the event that either Buyer or Seller fails to submit its statement regarding any items remaining in dispute within the time determined by the Neutral Accounting Arbitrator, then the Neutral Accounting Arbitrator shall render a decision based solely on the evidence timely submitted to the Neutral Accounting Arbitrator by Buyer or Seller.

(d) If the Adjustment Amount as shown on the Conclusive Adjustment Statement is a negative number, then the Quantum Shares Purchase Price will be reduced by such amount, and Seller shall pay to Buyer an amount in cash equal to such Adjustment Amount. If the Adjustment Amount as shown on the Conclusive Adjustment Statement is a positive number, the Quantum Shares Purchase Price will not be adjusted. All payments to be made pursuant to this Section 1.3(d) will be made on the second business day following the date on which Buyer and Seller agree to, or the Neutral Accounting Arbitrator delivers, the Conclusive Statement and the Conclusive Adjustment Statement. Any payment required to be made by Seller pursuant to this Section 1.3(d) shall bear interest from the Closing Date through the date of payment at a rate of interest equal to the prime rate per annum publicly announced from time to time by Citibank, N.A. at its principal office in New York City, and shall be payable by wire transfer of immediately available funds to an account or accounts designated Buyer prior to the date when such payment is due.

1.4 Closing. The closing of the Stock Purchase (the “Closing”) will take place at 10:00 a.m. on the date hereof (the “Closing Date”) at the offices of White and Williams LLP, 1800 One Liberty Place, Philadelphia, PA 19103.

1.5 Funding of Operating Cash Requirements on the Closing Date. Notwithstanding anything to the contrary set forth herein, Seller shall transfer an amount of funds to Quantum’s bank accounts on the Closing Date sufficient to fund any checks and direct deposit withdraws that clear Quantum’s bank accounts on the Closing Date, provided such checks and direct deposits were authorized prior to the Closing Date, less any cash that is in Quantum’s bank accounts on the Closing Date but is unavailable for withdrawal by Seller so that Quantum has no more than $489,000 in the aggregate of overdrawn bank debits and outstanding checks written prior to the Closing Date less unavailable cash on hand (such resulting amount shall be referred to as “Negative Cash”) at the end of business on the Closing Date. To the extent the amount of Negative Cash is less than $489,000, Buyer shall pay to Seller by wire transfer of immediately available funds the amount of any such deficit by the end of business on Friday, August 5, 2005. To the

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extent the amount of Negative Cash is greater than $489,000, Seller shall pay to Buyer by wire transfer of immediately available funds the amount of any such excess by the end of business on Friday, August 5, 2005. Seller shall be entitled to all cash received into Quantum’s bank accounts through the end of business on the Closing Date other than such cash that is in Quantum’s bank accounts on the Closing Date but is unavailable for withdrawal by Seller. Buyer shall fund the overdrawn bank debits in Quantum’s bank accounts at the opening of business on the banking day immediately following the Closing Date.

ARTICLE II

REPRESENTATIONS AND WARRANTIES

2.1 Representation and Warranties of Seller. Seller represents and warrants to Buyer as follows:

(a) Due Organization and Power. Seller is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder.

(b) Authorization and Validity of Agreement. The execution, delivery and performance by Seller of this Agreement and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Seller, and no other corporate action on the part of Seller is necessary for the execution, delivery and performance by Seller of this Agreement and the consummation by it of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Seller and is a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except to the extent that its enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting creditors’ rights generally and by general equity principles.

(c) No Conflict. Except as specifically contemplated in this Agreement, except as would not have a Material Adverse Effect (as defined below) or except as would not prevent, materially hinder or materially delay the ability of Seller to perform its obligations under this Agreement or to consummate the transactions contemplated hereby, the execution, delivery and performance by Seller of this Agreement and the consummation by it of the transactions contemplated hereby:

(i) will not violate any provision of law, order, judgment or decree applicable to Seller;

(ii) will not require any consent or approval of, or filing with or notice to, any Governmental Authority (as defined below) under any provision of law applicable to Seller, except for any consent, approval, filing or notice requirements which become applicable solely as a result of the specific regulatory status of Buyer or its Affiliates or which Buyer or its Affiliates are otherwise required to obtain;

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(iii) will not violate any provision of the certification of incorporation and bylaws of Seller; and

(iv) will not require any consent, approval or notice under, and will not conflict with, or result in the breach or termination of, or constitute a default under, or result in the acceleration of the performance by Seller under, any indenture, mortgage, deed of trust, lease, license, franchise, contract, agreement or other instrument to which Seller is a party.

(d) Ownership of the Quantum Shares. Seller is and will be on the Closing Date the record and beneficial owner and holder of the Quantum Shares free and clear of all liens, claims, charges, security interests or other encumbrances.

2.2 Representations and Warranties of Quantum. Except as set forth on the Quantum Disclosure Schedule, Seller and Quantum jointly and severally represent and warrant to Buyer as follows:

(a) Due Organization of Quantum. Quantum is duly organized, validly existing and in good standing under the laws of the State of Delaware. Quantum has all requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder. Quantum (i) has all requisite corporate power and authority to own its properties and assets and to carry on its business as it is now being conducted and (ii) is in good standing and is duly qualified to transact business in each jurisdiction set forth on Schedule 2.2(a), which are all of the jurisdictions in which the failure to so qualify would have a Material Adverse Effect. For purposes of this Agreement, “Material Adverse Effect” shall mean, with respect to Quantum, any fact, event, change, circumstance or effect that is materially adverse to the financial condition or results of operations of Quantum, other than any fact, event, change, circumstance or effect (A) relating to the industries in which Quantum operates or the general economy, or (B) arising out of or resulting from entering into this Agreement, the announcement thereof or the consummation of the transactions contemplated hereby.

(b) Authorization and Validity of Agreement. The execution, delivery and performance by Quantum of this Agreement and the consummation by it of the transactions contemplated hereby have been duly authorized by its Board of Directors, and no other corporate action on the part of Quantum is necessary for the execution, delivery and performance by Quantum of this Agreement and the consummation by it of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Quantum and is a legal, valid and binding obligation of Quantum, enforceable against it in accordance with its terms, except to the extent that its enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting creditors’ rights generally and by general equity principles.

(c) Subsidiaries. Quantum has no Subsidiaries.

(d) Capitalization.

(i) The authorized capital stock of Quantum consists of 1,000 shares of common stock, par value $0.10 (the “Quantum Common Stock”), of which 1,000 shares of Quantum Common Stock are outstanding as of the date hereof and

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owned by Seller. All of the shares of the Quantum Common Stock have been duly authorized and validly issued and are fully paid and nonassessable. Upon transfer of the Quantum Shares to Buyer on the Closing Date in accordance with Section 1.2, Buyer will receive good and marketable title to the Quantum Shares, free and clear of all liens, claims, charges, security interests or other encumbrances.

(ii)(A) there are no outstanding options, warrants or other rights of any kind relating to the sale, issuance or voting of any shares of capital stock of any class of Quantum which have been issued, granted or entered into by Quantum or any securities convertible into, exchangeable for or evidencing the right to purchase any shares of capital stock of any class of Quantum; (B) no shares of the capital stock of Quantum are reserved for any purpose; C) there are no preemptive or similar rights with respect to the issuance, sale or other transfer (whether present, past or future) of the capital stock of Quantum; and (D) there are no agreements or other obligations (contingent or otherwise) which may require Quantum to repurchase or otherwise acquire any shares of its capital stock.

(e) No Conflict. Except as specifically contemplated in this Agreement and except as would not reasonably be expected to have a Material Adverse Effect, the execution, delivery and performance by Quantum of this Agreement and the consummation by Quantum of the transactions contemplated hereby:

(i) will not violate any provision of law, order, judgment or decree applicable to Quantum;

(ii) will not require any consent or approval of, or filing with or notice to, any Governmental Authority under any provision of law applicable to Quantum, and except for any consent, approval, filing or notice requirements which become applicable solely as a result of the specific regulatory status of Buyer or its Affiliates or which Buyer or its Affiliates are otherwise required to obtain;

(iii) will not violate any provision of the Certificate of Incorporation or By-Laws of Quantum; or

(iv) will not require any consent or approval under, and will not conflict with, or result in the breach or termination of, or constitute a default under, or result in the acceleration of the performance by Quantum under, any indenture, mortgage, deed of trust, lease, license, franchise, contract, agreement or other instrument to which Quantum is a party except as set forth on Schedule 2.2(e).

(f) Financial Statements. Section 2.2(f) of the Quantum Disclosure Schedule contains a copy of (A) the unaudited balance sheet of Quantum at October 1, 2004 and the related statement of operations for the fiscal year ended on such date (the “Annual Financial Statements”) and (B) the unaudited balance sheet of Quantum at July 1, 2005 and the related unaudited statement of income for the three-month period ended on such date (collectively, the “Interim Financial Statements” and, together with the Annual Financial Statements, the “Financial Statements”). Except as set forth on Section 2.2(f) of the Quantum Disclosure Schedule, the

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Financial Statements were prepared in accordance with generally accepted accounting principles applied on a consistent basis in all material respects, except that the Financial Statements do not include a statement of cash flows or notes. Except as set forth on Section 2.2(f) of the Quantum Disclosure Schedule, the Financial Statements present fairly, in all material respects as of the dates and for the periods stated therein, the financial condition and results of operations of Quantum, except that the Interim Financial Statements are subject to normal year-end adjustments. SELLER AND QUANTUM MAKE NO REPRESENTATION WITH RESPECT TO ANY FINANCIAL INFORMATION FOR THE BUSINESS DELIVERED TO BUYER OTHER THAN AS CONTAINED IN OR PURSUANT TO THIS AGREEMENT. SELLER AND QUANTUM MAKE NO OTHER REPRESENTATION OR WARRANTY WITH RESPECT TO SUCH FINANCIAL INFORMATION PRESENTED IN THE FINANCIAL STATEMENTS.

(g) Absence of Material Adverse Change. Except as a result of the execution and delivery of this Agreement or as expressly contemplated hereby from July 1, 2005 to the date of this Agreement, Quantum has conducted its business in all material respects in the ordinary course, and Quantum has not or will have not:

(i) redeemed or purchased, directly or indirectly, any shares of its capital stock or declared or paid any dividends or distributions with respect to any shares of its capital stock;

(ii) issued, sold or transferred any of its equity securities, securities convertible into its equity securities or warrants, options or other rights to acquire its equity securities, or any bonds or other securities issued by it;

(iii) borrowed or become liable as a guarantor for any amount in excess of $500,000 in the aggregate, except for current liabilities incurred in the ordinary course of business and liabilities under contracts entered into in the ordinary course of business;

(iv) discharged or satisfied any lien or encumbrance in excess of $500,000, other than in the ordinary course of business;

(v) mortgaged, pledged or subjected to any lien, charge or any other encumbrance in excess of $100,000 any of its properties or assets, except liens for current property taxes or assessments not yet due and payable and those arising in the ordinary course of business;

(vi) sold, assigned or transferred any of its material tangible assets, except in the ordinary course of business, or canceled without reasonable consideration any material debts owing to or held by it;

(vii) made or granted any bonus or any wage or salary increase to any employee or group of employees (other than as required pursuant to the terms of any existing Benefit Plans (as defined below)) or made or granted any increase in any employee benefit plan or arrangement, or amended or terminated any existing employee benefit plan or arrangement or adopted any new employee benefit plan or arrangement;

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(viii) made any loans or advances to, or guarantees for the benefit of, any Person, including Seller and its Subsidiaries (other than (A) advances to employees for travel or other employment related expenses in the ordinary course and (B) loans to Seller or any of its Affiliates as a result of transfers of cash balances from Quantum’s account to the accounts of Seller or any Affiliate of Seller);

(ix) entered into any other transaction or agreement (other than ordinary course purchase orders) requiring Quantum to make aggregate payments in excess of $250,000 other than in the ordinary course of business; or

(x) suffered any Material Adverse Effect.

(h) Absence of Undisclosed Liabilities. Quantum does not have any obligations or liabilities which would be required to be recorded on a balance sheet prepared in accordance with generally accepted accounting principles as applied in the preparation of the Financial Statements, except (i) liabilities incurred in the ordinary course of business, (ii) liabilities reflected on the balance sheet of Quantum at October 1, 2004 or July 1, 2005 included in the Financial Statements, (iii) liabilities which in the aggregate would not have a Material Adverse Effect and (iv) obligations and liabilities otherwise expressly disclosed (or within any materiality threshold contained in any other representation) in this Agreement or the Schedules hereto.

(i) Real Property Ownership. Quantum does not own any real property.

(j) Real Property Leases. Section 2.2(j) of the Quantum Disclosure Schedule contains a complete and accurate list of all real property leased by Quantum as of the date hereof pursuant to any real property lease (the “Leases”). With respect to each Lease: (i) such Lease is pursuant to a written Lease which has been executed and is in full force and effect; (ii) neither Quantum nor, to the Knowledge of Quantum, any other party to any Lease, is in material breach or default, and no event has occurred which, with notice or lapse of time or both, would constitute such a material breach or default or permit termination, modification or acceleration, under such Lease; (iii) such Lease will continue to be binding in accordance with its terms following the Closing, except as may result from actions that may be taken by Buyer or its Affiliates following the Closing; (iv) to the Knowledge of Quantum, no party to such Lease has repudiated any provision thereof; and (v) other than as provided for in the accounting records of Quantum, no amounts are due under any Lease relating to periods prior to the date hereof.

(k) Tangible Assets. Except as would not reasonably be expected to have a Material Adverse Effect, (i) Quantum owns or leases under valid leases all buildings, machinery, equipment and other tangible assets necessary for the conduct of its business as presently conducted and (ii) the buildings, fixtures and equipment owned or leased by Quantum are in sufficiently good operating condition and repair to permit their use in the continuing operations of Quantum as such operations are presently conducted, subject to normal wear and tear except as set forth on Schedule 2.2(k).

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(l) Tax Matters.

(i) Certain Defined Terms. For purposes of this Agreement, the following definitions shall apply:

(A) The term “Taxes” shall mean all taxes, however denominated, including any interest, penalties or other additions to tax that may become payable in respect thereof, imposed by any federal, territorial, state, local or foreign government or any agency or political subdivision of any such government, which taxes shall include, without limiting the generality of the foregoing, all income or profits taxes (including, but not limited to, federal income taxes and state income taxes), payroll and employee withholding taxes, unemployment insurance taxes, social security taxes, Pension Benefit Guarantee premiums, sales and use taxes, ad valorem taxes, excise taxes, franchise taxes, gross receipts taxes, business license taxes, occupation taxes, real and personal property taxes, stamp taxes, environmental taxes, transfer taxes, and other obligations of the same or of a similar nature to any of the foregoing, which Quantum is required to pay, withhold or collect.

(B) The term “Returns” shall mean all reports, estimates, declarations of estimated Tax, information statements and returns relating to, or required to be filed in connection with, any Taxes.

(ii) Returns Filed and Taxes Paid. All material Returns required to be filed by or on behalf of Quantum, have been duly filed on a timely basis. All Taxes shown to be payable on the Returns or on subsequent assessments with respect thereto have been paid in full on a timely basis, and no other material Taxes are payable by Quantum, with respect to items or periods covered by such Returns or with respect to any period prior to the date of this Agreement. Quantum has withheld and paid over all material Taxes required to have been withheld and paid over, and complied with all information reporting requirements, including maintenance of required records with respect thereto, in connection with material amounts paid or owing to any employee, creditor, independent contractor or other third party for all periods for which the statute of limitations has not expired. There are no material liens on any of the assets of Quantum, with respect to Taxes, other than liens for Taxes not yet due and payable or for Taxes that Quantum is contesting in good faith through appropriate proceedings and for which appropriate reserves have been established.

(iii) Tax Deficiencies; Audits; Statutes of Limitations. (A) There is no audit by a governmental or Taxing authority in process or pending with respect to any material Returns of Quantum; (B) no material deficiencies exist or have been asserted, in writing, with respect to any Taxes of Quantum and Quantum has not received written notice that it has not filed a material Return or paid material Taxes required to be filed or paid by it; (C) Quantum is not party to any action or proceeding for assessment or collection of any material Taxes, nor has such event been asserted, in writing against Quantum or any of its assets; and (D) no waiver or extension of any statute of limitations is in effect with respect to any material Taxes or Returns of Quantum.

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(iv) Tax Sharing. Quantum is not a party to any Tax sharing agreement and has not assumed the liability for Taxes of any other Person under contract.

(v) Other Tax Matters. Quantum has not made any payments, is not obligated to make any payments, and is not a party to any agreement that under certain circumstances could obligate it to make any payments that will not be deductible under Section 280G of the Code. Quantum is not, and has not been within the five-year period prior to Closing, an “S” corporation. There are no accounting method changes of Quantum that would give rise to an adjustment under Section 481 of the Code for periods after the Closing Date. None of the assets of Quantum (i) are “tax-exempt use property” within the meaning of Section 168(h) of the. Code; (ii) are property that is required to be treated as being owned by any other person pursuant to the so-called safe harbor lease provisions of former Section 168(f)(8) of the Code; or (iii) directly or indirectly secures any debt the interest on which is tax-exempt under Section 103(a) of the Code. Quantum is not a “real property holding corporation” within the meaning of Section 897(c)(2) of the Code. Quantum is not a member of any partnership and does not have a permanent establishment for foreign tax purposes.

(m) Legal Proceedings.

(i) Except as set forth on Section 2.2(m)(i) of the Quantum Disclosure Schedule, there are no material actions, suits, proceedings or orders pending or, to the Knowledge of Quantum, threatened against Quantum at law or in equity, or before or by any federal, state, municipal Or other governmental department, commission, board, bureau, agency, court or instrumentality, domestic or foreign (“Governmental Authority”); and

(ii) Quantum is not subject to any material order, writ, injunction, judgment or decree of any court or any Governmental Authority.

(n) Government Licenses, Permits and Related Approvals; Environmental Matters.

(i) Except as would not have a Material Adverse Effect:

(A) Quantum owns or possesses all permits, licenses, franchises, certificates, approvals and other authorizations which are required under, federal, state and local laws by in the conduct of Quantum’s business as it is presently conducted (collectively, the “Licenses and Permits”), including, without limitation, all Licenses and Permits required under pollution or environmental protection laws in effect as of the date hereof, including laws relating to emissions, discharges, releases or threatened releases of any hazardous substance, material or waste (“Hazardous Substance”) into ambient air, surface water, ground water, or lands or any law, order, decree or judgment issued, entered, promulgated or approved thereunder (“Environmental Laws”);

(B) no loss of any Licenses and Permits is pending, or, to the Knowledge of Quantum, threatened as a result of the transaction contemplated by this Agreement or otherwise, except for normal expiration in accordance with the terms thereof;

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(C) Quantum has complied in all material respects within the applicable statute of limitations period, and is in compliance in all material respects with all terms and conditions of all Licenses and Permits;

(D) Quantum has complied in all material respects within the applicable statute of limitations period, and is in compliances, in all material respects with all laws applicable to the businesses or any owned or leased properties of Quantum and to which Quantum is subject (including, without limitation, all Environmental Laws), and Quantum has not received any written notice or claim against Quantum alleging a violation of any such laws or regulations;

(E) Quantum has not received any written notice or claim alleging that it is or may be liable to any Person as a result of a release of any Hazardous Substance at any location; and

(F) Quantum is not subject to any outstanding order from or agreement with any Governmental Authority under any Environmental Laws, and (B) neither Quantum nor any of its Subsidiaries is a party to any pending judicial or administrative proceedings or, to the Knowledge of Quantum, is the subject of any investigations by any Governmental Authority, pursuant to any Environmental Laws.

(ii) Notwithstanding the generality of any other representations and warranties in this Agreement, the representations and warranties in this Section 2.2(n) shall be deemed the only representations and warranties in this Agreement with respect to matters relating to Environmental Laws or to Hazardous Substances.

(o) Employee Benefit Plans.

(i) Section 2.2(o)(i) of the Quantum Disclosure Schedule sets forth the “Benefit Plans” in which Quantum employees participate. Quantum does not maintain or contribute to any “employee benefit plan” (within the meaning of section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), workers’ compensation, disability, vacation, leave of absence, severance or change-in-control plan, program or agreement, stock option, bonus plan, or incentive plan or program for the benefit of any current or former director, officer or employee of Quantum (such employees, the “Business Employees”) other than as set forth on Section 2.2(o)(i) of the Quantum Disclosure Schedule. Copies or descriptions of the Benefit Plans have been made available to Buyer.

(ii) Each Benefit Plan has been administered and is in material compliance with the terms of such Benefit Plan and all applicable laws, rules and regulations. To the Knowledge of Quantum, no “prohibited transactions” have occurred with respect to the Benefit Plans.

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(iii) Each Benefit Plan intended to be qualified under section 401(a) of the Internal Revenue Code of 1986, as amended (the “Code”), has received a favorable determination letter regarding such qualification from the Internal Revenue Service (such letter, an “IRS Determination Letter”).

(iv) Neither Quantum nor any member of its controlled group of organizations (within the meaning of section 414(b), (c), (m) or (o) of the Code) has incurred any withdrawal liability, nor is assessment of any withdrawal liability likely as a result of any act or omission of Quantum or any member of its controlled group, in either case which remains unsatisfied. No Benefit Plan that is a pension plan is subject to the minimum funding requirements. Other than benefits required to be paid under the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended (“COBRA”) or as set forth on Section 2.2(a)(iv) of the Quantum Disclosure Schedule, no retiree benefits are due to any former employees of Quantum.

(v) Except as set forth on Schedule 2.2(o)(v), no litigation or, to the Knowledge of Quantum, administrative or other investigation or proceeding involving any Benefit Plan before the Internal Revenue Service, the Department of Labor or the Pension Benefit Guaranty Corporation has occurred, is pending or is threatened, where an adverse determination would result in liability that would have a Material Adverse Effect.

(vi) Quantum has not contributed to any “multiemployer plan” (within the meaning of section 3(37) of ERISA).

(p) Intellectual Property.

(i) Except as would not reasonably be expected to have a Material Adverse Effect, to the Knowledge of Quantum, Quantum is not infringing any U.S. or foreign patent owned by third parties in the current operation of the business of Quantum.

(ii)(A) Quantum owns, is licensed or has the right to use the trademarks and any trade dress associated therewith set forth on Schedule 2.2(p)(ii) of the Quantum Disclosure Schedule, free and clear of any encumbrances; (B) to the Knowledge of Quantum, all registrations for such trademarks and trade dress are valid and subsisting; and (C) no action or proceeding by third parties with regard to the use of any of such trademarks and trade dress is pending or has been made, or to the Knowledge of Quantum, threatened, and to the Knowledge of Quantum, none of the trademarks listed on Schedule 2.2(p)(ii) of the Quantum Disclosure Schedule is being infringed by others.

(iii) There are no pending or, to the Knowledge of Quantum, threatened actions or proceedings by or against Quantum with respect to any copyright rights or their use thereof.

(q) Insurance. Section 2.2(q) of the Quantum Disclosure Schedule sets forth insurance policies directly maintained by Quantum, and insurance policies maintained for the benefit of Quantum by an Affiliate. Seller, either directly or indirectly through an Affiliate, has in force policies of insurance with insurance companies or associations in amounts and with retentions and deductibles and covering such risks as are in accordance with reasonable business practices and will continue in force to the Closing Date

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policies of insurance of substantially the same character and coverage. As of the date of this Agreement, Quantum has not received any written notice of cancellation of any insurance policy maintained in favor of Quantum or been denied insurance coverage, which, in either case, would have a Material Adverse Effect. Seller has paid all insurance premiums for the policies set forth in Section 2.2(q) of the Quantum Disclosure Schedule that have come due through the date hereof. The insurance policies set forth in Section 2.2(q) of the Quantum Disclosure Schedule satisfy all requirements set forth in any contracts to which Quantum is a party to obtain insurance coverage.

(r) Material Contracts.

(i) Except as set forth on Section 2.2(r) of the Quantum Disclosure Schedule, and except for agreements entered into (A) in the ordinary course of business, (B) as permitted by Section 2.2(g) or (C) as permitted by Section 3.2, and except for licenses of and other agreements with respect to, the items referred to in Section 2.2(p), as to which no representations or warranties are made other than as set forth in Section 2.2(p), and except for Leases, as to which no representations or warranties are made other than as set forth in Section 2.2(j), Quantum is not a party to or bound by, as of the date of this Agreement, any:

(1) agreement or indenture relating to the borrowing of money or to the mortgaging or pledging of any of its assets;

(2) agreement with respect to the lending or investing of funds;

(3) guaranty of any obligation for borrowed money or otherwise, other than endorsements made for collection in the ordinary course of business;

(4) license or royalty agreements involving annual payments of more than $75,000;

(5) agreement, or group of related agreements with the same party, for the purchase of products or services (other than ordinary course purchase orders) under which the undelivered balance of such products and services has a purchase price in excess of $75,000;

(6) agreement with any officer, director or shareholder; or

(7) agreement with any labor union.

(ii) Except as would not reasonably be expected to have a Material Adverse Effect: (A) each contract or commitment listed on Section 2.2(r) of the Quantum Disclosure Schedule (the “Material Contracts”) is valid, binding and enforceable against Quantum; (B) Quantum has performed in all material respects all material obligations under the Material Contracts required to be performed by it and Quantum has not received any written notice of default under any Material Contract; and (C) to the Knowledge of Quantum, no other party is in breach of such Material Contract.

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(s) Customers. Section 2.2(s), of the Quantum Disclosure Schedule sets forth a true and complete list of the ten largest customers of Quantum as measured by revenue generated by such customers during the fiscal year ended October 1, 2004. To the knowledge of Quantum, none of the customers listed on Schedule 2.2(s) has terminated or threatened in writing to terminate its relationship with Quantum.

(t) Brokers, Finders, etc. Neither the Seller nor Quantum, has employed, or is subject to any valid claim of, any broker, finder, consultant or other intermediary in connection with the transactions contemplated by this Agreement who might be or is entitled to a fee or commission in connection with such transactions except as set forth on Schedule 2.2(t).

(u) Accounts Receivable. All accounts receivable reflected in the Financial Statements or on the Closing Statement represent valid obligations arising from services performed in the ordinary course of business of Quantum.

(v) Books and Records. The books of account, minute books (containing the records of meetings of the stockholders, the board of directors, and any committees of the board of directors), the stock certificate books, and the stock record books of Quantum are correct and complete in all material respects and have been maintained in accordance with sound business practices.

(w) Employees. Section 2.2(w) of the Quantum Disclosure Schedule contains the following information for each employee of Quantum as of July 1, 2005; name, job title and current salary. Quantum is not a party to any collective bargaining agreement.

(x) Identification of Bank Accounts and Signatories. Section 2.2(x) of the Quantum Disclosure Schedule sets forth a complete and accurate list of the names and addresses of all banks, trust companies, savings and loan associations and other financial institutions in which the Company has assets, deposits or safe deposit boxes and the signatories thereunder.

2.3 Representations and Warranties of Buyer. Except as set forth on the Buyer Disclosure Schedule, Buyer represents and warrants to Seller and Quantum as follows:

(a) Due Organization and Power. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all requisite corporate power and authority to enter into this Agreement and perform its obligations hereunder.

(b) Authorization and Validity of Agreement. The execution, delivery and performance by Buyer of this Agreement and the consummation by Buyer of the transactions contemplated hereby have been duly authorized by the Board of Directors of Buyer, and no other corporate action on the part of Buyer is or will be necessary for the execution, delivery and performance by Buyer of this Agreement and the consummation by Buyer of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Buyer and is a legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting creditors’ rights generally and by general equity principles.

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(c) No Conflict. Except for any consent, approval, filing or notice that would not, if not given or made, or any violation, conflict, breach, termination, default or acceleration which does not, materially impair the ability of Buyer to consummate the transactions contemplated hereby, the execution, delivery and performance by Buyer of this Agreement and the consummation by Buyer of the transactions contemplated hereby:

(i) will not violate any provision of law, order, judgment or decree applicable to Buyer;

(ii) will not require any consent or approval of, or filing or notice to, any Governmental Authority under any provision of law applicable to Buyer;

(iii) will not violate any provision of the Certificate of Incorporation or By-Laws of Buyer; and

(iv) will not require any consent or approval under, and will not conflict with, or result in the breach or termination of, or constitute a default under, or result in the acceleration of the performance by Buyer under, any indenture, mortgage, deed of trust, lease, license, franchise, contract, agreement or other instrument to which Buyer is a party.

(d) Brokers, Finders, etc. Buyer has not employed, nor is subject to the valid claim of, any broker, finder, consultant or other intermediary in connection with the transactions contemplated by this Agreement who might be entitled to a fee or commission from Seller or Quantum in connection with such transactions.

(e) Available Funds. Buyer has funds on hand sufficient to pay all amounts payable pursuant to Articles I and IV.

(f) Unregistered Equity. Buyer acknowledges that it has been advised by Seller and Quantum that the Quantum Shares have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”). Buyer is not an underwriter, as such term is defined under the Securities Act and the Quantum Shares will be acquired by Buyer for its own account for investment and without a view to resale.

2.4 Representations and Warranties of the Parties. Each party hereto represents and warrants to the other that it is the explicit intent of each party hereto that, except for the express representations and warranties contained in this Article II, Seller and its Affiliates are making no representation or warranty whatsoever, express or implied, including, but not limited to, any implied warranty or representation as to condition, merchantability or suitability as to any of the properties or assets of Quantum, and that Buyer takes Quantum “as is” and “where is.” It is understood that any cost estimates, projections or other predictions, any data, any financial information or any memoranda or offering materials or presentations provided or addressed to Buyer are not and shall not be deemed to be or to include representations or warranties of Seller or any of its Affiliates.

2.5 Schedules and Exhibits. Disclosure of any fact or item in any Section of a Disclosure Schedule or Exhibit hereto referenced by a particular paragraph or section in this Agreement shall, should the existence of the fact or item or its contents be relevant to any

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other paragraph or section, be deemed to be disclosed with respect to that other paragraph or section whether or not a specific cross-reference appears. Disclosure of any fact or item in any Disclosure Schedule or Exhibit hereto shall not necessarily mean that such item or fact individually is material to the business or financial condition of Quantum.

ARTICLE III

COVENANTS

3.1 Confidentiality. Buyer will hold, and will cause its respective directors, officers, employees, accountants, counsel, financial advisors and other representatives and Affiliates to hold, any nonpublic information related to this transaction, Seller or any Affiliate of Seller in confidence.

3.2 Public Announcements. Prior to issuing a press release or other public announcement with respect to the transaction contemplated by this Agreement, Buyer and Seller shall agree on the form and substance of such press release or other public announcement, except that Seller may issue a public announcement or otherwise disclose this transaction without any such prior agreement to the extent required by law or the rules of any securities exchange.

3.3 Seller Marks. Beginning on the Closing Date, Quantum shall not in any way use or permit others to use any trademark, trade name, corporate name, brand name, trade dress, logo or other source indicator that is the same or confusingly similar to any of the foregoing owned by or used in the business of Seller or any of its Affiliates (other than Quantum). If this Section 3.3 is breached or threatened to be breached, Buyer expressly consents that, in addition to any other remedy Seller and its Affiliates may have, Seller or such Affiliate shall be entitled to receive injunctive relief to prevent the occurrence or continuation of any such breach without posting bond or other security.

3.4 Insurance.

(a) Effective on and after the Closing Date, Seller shall have no obligation to provide insurance coverage for Quantum for occurrences on or after the Closing Date. Effective on and after the Closing Date, Buyer shall be responsible for providing insurance coverage for Quantum for occurrences on or after the Closing Date.

(b) Seller shall maintain control of all claim management and settlements with Seller’s insurance carriers relating to Quantum for all periods prior to the Closing Date. Upon request by the Seller, Buyer agrees to cooperate reasonably with Seller and to use commercially reasonable efforts to provide Seller with prompt written notice regarding any matter which could reasonably be expected to lead to an insured claim under the Seller’s insurance program for a period prior to the Closing Date. After the Closing Date, any third party administrators who administer claims prior to the Closing Date shall continue to administer for the benefit of Quantum, as to occurrences prior to the Closing Date, under all such insurance programs in accordance with the terms and conditions in effect on the date hereof. Quantum will be liable for and will pay all additional associated costs that are charged by such third party administrator with respect to administrative activities related to the rights of Quantum.

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3.5 Funding of Disbursements. Effective at the opening of business on the Closing Date, Buyer shall be responsible for funding all disbursements of Quantum.

ARTICLE IV

CLOSING DELIVERIES

4.1 Deliveries by Seller and Quantum at Closing. On the Closing Date, Seller and Quantum shall deliver, or cause to be delivered, to Buyer:

(a) certificates representing the Quantum Shares duly endorsed, or accompanied by stock powers duly executed, with all necessary stock transfer stamps attached thereto and canceled;

(b) a certificate of the secretary of Quantum certifying to the (i) the resolutions adopted by the Board of Directors of Quantum approving the execution, delivery and performance of this Agreement; (ii) the consent of the Board of Directors of Seller approving the transactions contemplated by this Agreement; (iii) the certificate of incorporation and Bylaws of Quantum; and (iv) the incumbency of the officers of Quantum executing this agreement;

(c) a certificate from the Secretary of State of the state of Delaware to the effect that Quantum is a corporation in good standing in such jurisdiction; and

(d) duly signed resignations, effective immediately after the consummation of the Stock Purchase, of the directors and officers of Quantum and Buyer.

4.2 Deliveries by Buyer at Closing. On the Closing Date, Buyer shall deliver, or cause to be delivered, to Seller:

(a) the Quantum Shares Purchase Price.

(b) a certificate of the secretary of Buyer certifying to the (i) the resolutions adopted by the Board of Directors of Buyer approving the execution, delivery and performance of this Agreement; (ii) the certificate of incorporation and Bylaws of Buyer; and (iii) the incumbency of the officers of Buyer executing this agreement; and

(c) a certificate from the Secretary of State of the state of Delaware to the effect that Buyer is a corporation in good standing in such jurisdiction.

ARTICLE V

PROVISIONS AS TO TAXES

5.1 Access to Records Following Closing. Buyer and Seller agree that so long as any books, records and files retained by Seller relating to the business of Quantum, or the books, records and files delivered to the control of Buyer pursuant to this Agreement to

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the extent they relate to the operations of Quantum prior to the Closing Date, remain in existence and available, each party (at its expense) shall have the right upon prior notice to inspect and to make copies of the same at any time during business hours for any proper purpose. Buyer and Seller shall use reasonable efforts not to destroy or allow the destruction of any such books, records and files without first offering in writing to deliver them to the other.

5.2 Post-Closing Cooperation. Seller, Buyer and Quantum shall reasonably cooperate, and shall cause their respective Subsidiaries, officers, employees, agents, auditors and other representatives reasonably to cooperate, in preparing and filing all Returns, including maintaining and making available to each other all records necessary in connection with Taxes and in resolving all disputes and audits with respect to all taxable periods ending on or prior to the Closing Date relating to Taxes.

5.3 Other Tax Matters.

(a) Notwithstanding any provision of this Agreement to the contrary, all Transfer Taxes incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by Buyer, and Seller and Buyer shall cooperate in timely making all filings, returns, reports and forms as may be required to comply with the provisions of such tax laws. For purposes of this Agreement, “Transfer Taxes” shall mean transfer, documentary, sales, use, registration and other such taxes (including all applicable real estate transfer taxes).

(b) There shall be no withholding pursuant to section 1445 of the Code; provided that Seller delivers to Buyer at the Closing a certificate complying with the Code and Treasury Regulations, in form and substance reasonably satisfactory to Buyer, duly executed and acknowledged, certifying that the transactions contemplated hereby are exempt from withholding under section 1445 of the Code.

(c) Seller shall cause all tax allocation agreements or tax sharing agreements with respect to Quantum to be terminated as of the Closing Date, and shall ensure that such agreements are of no further force or effect as to Quantum on and after the Closing Date and that there shall be no further rights, liabilities or obligations imposed on any of Quantum under any such agreements.

ARTICLE VI

LABOR MATTERS, EMPLOYEE RELATIONS AND BENEFITS

6.1 Employees. Buyer or its Affiliates shall be liable for any amounts to which any Business Employee becomes entitled under any benefit or severance policy, plan, agreement, arrangement or program which exists or arises, or may be deemed to exist or arise, under any applicable law or otherwise, as a result of or in connection with the transaction contemplated in this Agreement; provided, however, that Seller shall be liable subsequent to the Closing for any obligations to Chris S. Gossard, Michael York, David Bassuk, Raymond Little, Shellie Edris and John Skaff set forth in the letter agreements entered into with such employees (or former employees) of Quantum relating to the transaction contemplated by this Agreement.

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6.2 Comparable Benefits. For one year following the Closing and except as otherwise specifically provided for in this Article VI, Buyer shall, or shall cause an Affiliate to, offer compensation and employee benefits, effective as of the Closing (including, but not limited to, health, welfare, pension, vacation, savings, base salary, bonus, incentive and severance benefits) to the Business Employees that are the same as the compensation and employee benefits that are provided to similarly situated employees of Buyer.

6.3 Benefit Plan Participation. Except as expressly provided in this Article VI or except as otherwise required by applicable law, Business Employees shall cease active participation in (and accrual of additional benefits under) all Benefit Plans sponsored by Seller or any Affiliate of Seller, other than Quantum, as of the Closing.

6.4 Welfare Plans. With respect to any buyer Benefit Plan that is a “welfare benefit plan” (as defined in section 3(1) of ERISA) maintained for the benefit of Business Employees on and after the Closing, Buyer shall (a) cause there to be waived any pre-existing condition limitations and (b) give effect, in determining any deductible and maximum out-of-pocket limitations, to claims incurred and amounts paid by, and amounts reimbursed to, such employees with respect to similar plans maintained by Seller immediately prior to the Closing.

6.5 Vacation. With respect to any earned but unused vacation time or paid time off to which any Business Employee is entitled as of the Closing Date pursuant to the vacation policy applicable to such employee immediately prior to the Closing (the “Vacation Policy”), Buyer shall allow such Business Employee to use such vacation or paid time off; provided, however, that if Buyer deems it necessary to disallow such employee from taking such vacation, Buyer shall be liable for and pay in cash to such employee an amount equal to such vacation time in accordance with terms of the Vacation Policy; provided, further, that Buyer shall be liable for and pay in cash an amount equal to such accrued vacation time to any Business Employee whose employment terminates for any reason subsequent to the Closing.

6.6 Severance. Buyer shall provide severance benefits to Business Employees terminated within 12 months of the Closing under the same terms as Quantum’s Benefit Plans that are severance plans.

6.7 Service Credit. With respect to the Business Employees, Buyer shall recognize all service with Quantum, Seller or any Affiliate of Seller for purposes of eligibility and vesting under the Benefit Plans and any Buyer benefit plans.

6.8 WARN Act. Neither Buyer and its Affiliates on the one hand, nor Quantum on the other hand, shall, at any time prior to 90 days after the Closing Date, effectuate a “plant closing” or “mass layoff”, as those terms are defined in the Worker Adjustment and Retraining Notification Act of 1988 (“WARN”), affecting in whole or in part any site of employment, facility, operating unit or Business Employee. Buyer agrees to provide any required notice under WARN and any other applicable law and to otherwise comply with any such statute with respect to any “plant closing” or “mass layoff” (as defined in WARN) or similar event affecting employees and occurring on or after the Closing or arising as a result of the transactions contemplated hereby.

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6.9 COBRA. Buyer agrees to provide any required notice under COBRA, and any other applicable law on or after the Closing. Seller agrees to provide any required notice under COBRA to Chris S. Gossard and David Bassuk.

6.10 No Rights Conferred on Employees. Nothing herein, expressed or implied, shall confer upon any employee or former employee of Buyer, Quantum, or any of their Affiliates (including, without limitation, the Business Employees), any rights or remedies (including, without limitation, any right to employment or continued employment for any specified period) of any nature or kind whatsoever, under or by reason of this Agreement.

ARTICLE VII

INDEMNIFICATION

7.1 Survival. The representations and warranties of the parties hereto contained in this Agreement and the indemnification provisions of Section 7.2 hereof shall survive the Closing for a period ending on the first anniversary of the Closing Date. No claim for recovery of Damages for breaches of representations and warranties or otherwise may be asserted after the expiration of such period; provided that claims for Damages actually incurred that are first asserted with specificity within such period shall not thereafter be barred.

7.2 Indemnification. (a) From and after the Closing, Seller shall indemnify Buyer and Quantum, and their successors (including for all purposes hereunder the directors, officers, employees, representatives, agents and affiliates of Buyer and Quantum, and the successors of Buyer and Quantum) from and agrees to hold Buyer and Quantum harmless from any and all actual damage, loss, liability, cost, obligation and expense (including reasonable attorneys’ fees and expenses in connection with any action, suitor proceeding) (“Damages”), incurred or suffered directly by Buyer or Quantum arising out of (i) any breach of any of the representations and warranties contained in Section 2.1 or 2.2 when made; (ii) the failure by Seller to perform any covenant in this Agreement which survives the Closing; (iii) any liabilities for Taxes that related to periods prior to the Closing Date other than any such Taxes that are provided for on the Closing Statement; or (iv) any assessment, fines, penalties, taxes or other charges resulting from a determination by any government or governmental authority or agency, including, without limitation, the Internal Revenue Service, the Pension Benefit Guaranty Corporation or the Department of Labor, that the Plan or its related trust, for periods prior to the Closing Date, was not qualified or that the Quantum’s tax deductions relating to the Plan or its related trust for such periods were not permitted. In addition, from and after the Closing, Seller shall indemnify Buyer and Quantum, and their successors (including for all purposes hereunder the directors, officers, employees, representatives agents and affiliates of Buyer and Quantum, and the successors of Buyer and Quantum) from and agrees to hold Buyer and Quantum harmless from any assessment, fines, penalties or taxes assessed by any governmental authority for the late filing of the Form 5500 set forth on Schedule             . Notwithstanding the foregoing, Seller shall not be liable to Buyer for any Damages under this Article VII until the total of all such Damages as finally determined exceeds $150,000 (the “Threshold”), and then only for the amount of the excess over the Threshold. In addition, notwithstanding anything to the contrary in this Agreement, Seller’s liability to Buyer and its Affiliates under this Article VII in excess of the Threshold shall not exceed $2,300,000. In no event shall Seller be liable to Buyer or its Affiliates for special, exemplary, indirect, incidental, consequential, diminution in value or punitive damages.

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(b) From and after the Closing, Buyer shall indemnify Seller and its successors (including for all purposes hereunder the directors, officers, employees, representatives, agents and affiliates of Seller, and the successors of Seller) against and agrees to hold Seller harmless from any and all actual Damages incurred or suffered directly by Seller arising out of (i) any breach of any of the representations and warranties contained in Section 2.3 when made, (ii) the failure by Buyer to perform any covenant in this Agreement which survives the Closing, or (iii) the operation or use of the business or assets of Quantum on or after the Closing Date. In no event shall Buyer be liable to Seller or its Affiliates for special, exemplary, indirect, incidental, consequential, diminution in value or punitive damages.

7.3 Procedures. The party seeking indemnification under Section 7.2 (the “Indemnified Party”) agrees to give prompt notice to the party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought under such Section. The Indemnifying Party shall have the right to assume the defense of any such suit, action or proceeding at its own expense through counsel of its own choosing. If the Indemnified Party desires to participate in any such defense assumed by the Indemnifying Party, it may do so at the Indemnified Party’s sole cost and expense. The Indemnifying Party shall not be liable under Section 7.2 for any settlement effected without its consent of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder.

7.4 Determination of Damages. The amount of any Damages with respect to any claim for indemnification hereunder shall be determined net of any insurance proceeds received by the Indemnified Party with respect to such claims. The amount of any Damages with respect to any claim for indemnification hereunder shall be determined net of any Tax benefit realized by the Indemnified Party with respect to such claim. All indemnification payments under this Article VII shall be deemed adjustments to the Quantum Shares Purchase Price. Seller shall not be obligated to provide any indemnification under this Article VII for any Damages to the extent that such Damages have been taken into account in the Purchase Price Adjustment pursuant to Section 1.3 of this Agreement.

7.5 Exclusive Remedy. The indemnities provided in this Article VII shall be the sole and exclusive remedy of the indemnified party against the Indemnifying Party at law or in equity and Buyer, Quantum and Seller hereby waive any other rights or claims they may have against the other parties hereto.

ARTICLE VIII

MISCELLANEOUS

8.1 Fees and Expenses. Except as expressly provided herein, each of the parties hereto shall pay its own fees and expenses incident to the negotiation, preparation and execution of this Agreement, including attorneys’, accountants’ and other advisors’ fees and the fees and expenses of any broker, finder or agent retained by such party in connection with the transactions contemplated by the Agreement.

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8.2 Notices. All notices, requests, demands, waivers and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given if delivered personally or mailed, certified or registered mail with postage prepaid, or sent by telex, telegram or telecopy, as follows:

(a) if to Seller or, prior to the Closing, Quantum, to it at:

Aramark Tower

1101 Market Street

Philadelphia, PA 19107

Attention:    Christopher S. Holland

Telecopy:    215-238-3284

with a copy to (which shall not constitute notice):

ARAMARK Corporation

Aramark Tower

1101 Market Street

Philadelphia, PA 19107

Attention:    General Counsel

Telecopy:    215-238-3282

-and-

(b) if to Buyer, to it at:

1600 Manor Drive, Suite 110

Chalfont, PA 18914

Attention:    Christopher Ferguson

Telecopy:    215-997-7711

with a copy to (which shall not constitute notice):

White and Williams LLP

1800 One Liberty Place

Philadelphia, PA 19103-7395

Attention:    John W. Pauciulo

Telecopy:    215-864-7123

or to such other Person or address as a party shall specify by notice in writing to the other parties. All such notices, requests, demands, waivers and communications shall be deemed to have been received on the date of personal delivery or on the third business day after the mailing thereof or, in the case of notice by telecopier, when receipt thereof is confirmed by telephone.

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8.3 Entire Agreement. This Agreement (including the Exhibits and Schedules hereto and the documents referred to herein) constitutes the entire agreement between the parties hereto and supersedes all prior agreements and understandings, oral and written, between the parties hereto with respect to the subject matter hereof.

8.4 No Third Party Beneficiaries. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns. Nothing in this Agreement, expressed or implied, is intended to confer on any Person other than the parties hereto or their respective successors and assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

8.5 Assignability. This Agreement shall not be assigned by any of the parties hereto without the prior written consent of the other parties hereto; provided, however, that nothing contained in this Section 8.5 shall prevent Buyer from assigning all or part of its rights or obligations hereunder by way of collateral assignment to any bank or financing institution providing financing for the acquisition contemplated hereby, but no such transferred assignment shall relieve Buyer of its obligations under this Agreement.

8.6 Amendment and Modification; Waiver. This Agreement may be amended, modified and supplemented by a written instrument authorized and executed on behalf of the parties hereto at any time prior to the Closing Date with respect to any of the terms contained herein. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and executed by the party so waiving. The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any other or subsequent breach.

8.7 Severability. If any provision of this Agreement or the application thereof under certain circumstances is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect. Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.

8.8 Section Headings. The section headings contained in this Agreement are inserted for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

8.9 Interpretation. Unless the context requires otherwise, all words used in this Agreement in the singular number shall extend to and include the plural; all words in the plural number shall extend to and include the singular; and all words in any gender shall extend to and include all genders. Unless otherwise specified, all references to contracts, agreements, leases or other arrangements shall refer to oral as well as written matters.

8.10 Definitions. As used in this Agreement:

“Affiliate” means, with respect to a specified Person, any other Person who, directly or indirectly, controls, is controlled by, or is under common control with such specified Person. As used in this definition, the term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by agreement or otherwise.

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“Board of Directors” means the board of directors of any specified Person and any committees thereof.

“Knowledge of Quantum” means the actual knowledge of a particular fact or other matter by the individuals set forth on Schedule 8.10.

“Person” means an individual, corporation, limited liability company, partnership, association, joint venture, trust, unincorporated organization or other entity, as well as any syndicate or group that would be deemed to be a Person under section 13(a)(3) of the Securities Exchange Act of 1934, as amended.

“Subsidiary” means, with respect to any Person, any entity of which more than 50% of the effective voting power or equity interest of such entity is directly or indirectly owned by such Person.

8.11 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of which together shall be deemed to be one and the same instrument.

8.12 Enforcement. The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in any court of the United States located in the Commonwealth of Pennsylvania, this being in addition to any other remedy to which they are entitled at law or in equity. In addition, each of the parties hereto (i) consents to submit itself to the personal jurisdiction of the United States District Court for the Eastern District of Pennsylvania or any court of the Commonwealth of Pennsylvania located in such district in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction or venue by motion or other request for leave from any such court and (iii) agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than such courts sitting in the Commonwealth of Pennsylvania.

8.13 Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of New York.

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IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first above written.

MERCER STAFFING, INC.
By:	/s/ Christopher Ferguson
Name:	Christopher Ferguson
Title:	President
ARAMARK SERVICES, INC.
By:	/s/ Christopher S. Holland
Name:	Christopher S. Holland
Title:	President and Treasurer
QUANTUM RESOURCE CORPORATION
By:	/s/ Christopher S. Holland
Name:	Christopher S. Holland
Title:	President and Treasurer

EX-10.11

Exhibit 10.11

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION SUBJECT TO, THE REGISTRATION REQUIREMENTS UNDER SUCH ACT OR AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OF AMERICA.

AMENDED AND RESTATED NOTE

MERCER STAFFING, INC.

12% Subordinated Note Due 2008

$             March 1, 2005

MERCER STAFFING, INC. (“MSI”), for value received, promises to pay to                      or its registered assigns (the “Noteholder”) on March 31, 2008 (the “Maturity Date”), the principal amount of                      DOLLARS ($            ), and to pay interest (calculated on the basis of a year of three hundred sixty (360) days comprised of twelve (12) months of thirty (30) days each) in cash on the principal amount hereof for the period from and including the date of issuance hereof to and including the date of the repayment hereof in full at a rate per annum equal to twelve percent (12%), payable quarterly provided MSI is in compliance with all the terms and conditions set forth in the Loan and Security Agreement dated Security Agreement, dated February 28, 2005 among Bridge Healthcare Finance, LLC, Bridge Opportunity Finance, LLC (“Senior Lenders”), MSI and its subsidiaries. Such terms and conditions are set forth in the executed subordination agreement which shall be incorporated herein by reference.

This Note re-evidences certain indebtedness previously evidenced by that certain Note dated July 1, 2004 from Allied Contract Services, LLC (“ACS”) to the order of Noteholder (the “Prior Note”) issued pursuant to the Securities Purchase Agreement dated as of July 1, 2004 between ACS and Noteholder.

This Note is given in substitution for and not as payment for the Prior Note and is not intended as a novation thereof.

Payment of principal of, interest on this Note, and all other amounts payable hereunder or under shall be made in Dollars in immediately available funds, at the place and time and in the manner to be specified.

This Note and the Indebtedness evidenced hereby constitute Subordinated Indebtedness and are subordinated and subject in right of payment to the prior payment in full of all Senior Indebtedness, as set forth in the Subordination Agreement dated February 18, 2005 with Senior Lenders, the Noteholder, MSI and its subsidiaries.

This Note is subject to the optional prepayment by MSI prior to the Maturity Date provided subject to the terms of the Subordination Agreement (“Subordination Agreement”).

This Note is registered on the books of MSI and is transferable only as provided in the Subordination Agreement executed with Lender.

This Note shall be governed by, and construed and interpreted in accordance with, the laws of the Commonwealth of Pennsylvania, without giving effect to principles of conflict of laws.

* * * * * * *

IN WITNESS WHEREOF, this Note has been duly executed and delivered by MSI’s officer as of the date and at the place first written above.

MERCER STAFFING, INC.
By:	/s/ Chris Ferguson
Name:	Chris Ferguson
Title:	President

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ACKNOWLEDGEMENT AND CONSENT

The undersigned entered into that certain Securities Purchase Agreement dated as of July 1, 2004 (the “Purchase Agreement”) with Allied Contract Services, LLC (“ACS”) and, pursuant to the terms of the Purchase Agreement, ACS issued and delivered to the undersigned ACS’s 12% Subordinated Note Due 2005 dated July 1, 2005 (the “Note”). The undersigned hereby acknowledges and consents to the transfer and assignment of the Purchase Agreement and the Note from ACS to Mercer Staffing, Inc. (“MSI”) effective as of February 16, 2005.

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EX-10.12

Exhibit 10.12

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION SUBJECT TO, THE REGISTRATION REQUIREMENTS UNDER SUCH ACT OR AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OF AMERICA.

AMENDED AND RESTATED NOTE

MERCER STAFFING, INC.

9% Subordinated Note Due 2008

$250,000 March 1, 2005

MERCER STAFFING, INC. (“MSI”), for value received, promises to pay to Optos Capital, LLC or its registered assigns (the “Noteholder”) on March 31, 2008 (the “Maturity Date”), the principal amount of TWO HUNDRED FIFTY THOUSAND DOLLARS ($250,000.00), and to pay interest (calculated on the basis of a year of three hundred sixty (360) days comprised of twelve (12) months of thirty (30) days each) in cash on the principal amount hereof for the period from and including the date of issuance hereof to and including the date of the repayment hereof in full at a rate per annum equal to nine percent (9%), payable quarterly provided MSI is in compliance with all the terms and conditions set forth in the Loan and Security Agreement dated Security Agreement, dated February 28, 2005 among Bridge Healthcare Finance, LLC, Bridge Opportunity Finance, LLC (“Senior Lenders”), MSI and its subsidiaries. Such terms and conditions are set forth in the executed subordination agreement which shall be incorporated herein by reference.

This Note re-evidences certain indebtedness previously evidenced by that certain Note dated October 15, 2001 from Mercer Ventures, Inc. (“MVI”) to the order of Noteholder (the “Prior Note”) issued pursuant to the Securities Purchase Agreement dated as of October 15, 2001 between MVI and Noteholder.

This Note is given in substitution for and not as payment for the Prior Note and is not intended as a novation thereof.

Payment of principal of, interest on this Note, and all other amounts payable hereunder or under shall be made in Dollars in immediately available funds, at the place and time and in the manner to be specified.

This Note and the Indebtedness evidenced hereby constitute Subordinated Indebtedness and are subordinated and subject in right of payment to the prior payment in full of all Senior Indebtedness, as set forth in the Subordination Agreement dated February 18, 2005 with Senior Lenders, the Noteholder, MSI and its subsidiaries.

This Note is subject to the optional prepayment by MSI prior to the Maturity Date provided subject to the terms of the Subordination Agreement (“Subordination Agreement”).

This Note is registered on the books of MSI and is transferable only as provided in the Subordination Agreement executed with Lender.

This Note shall be governed by, and construed and interpreted in accordance with, the laws of the Commonwealth of Pennsylvania, without giving effect to principles of conflict of laws.

* * *

IN WITNESS WHEREOF, this Note has been duly executed and delivered by MSI’s officer as of the date and at the place first written above.

MERCER STAFFING, INC.
By:	/s/ Chris Ferguson
Name:	Chris Ferguson
Title:	President

ACKNOWLEDGEMENT AND CONSENT

The undersigned entered into that certain Securities Purchase Agreement dated as of October 15, 2001 (the “Purchase Agreement”) with Mercer Ventures, Inc. (“MVI”) and, pursuant to the terms of the Purchase Agreement, ACS issued and delivered to the undersigned MVI’s 9% Subordinated Note Due 2006 dated October 15, 2001 (the “Note”). The undersigned hereby acknowledges and consents to the transfer and assignment of the Purchase Agreement and the Note from MVI to Mercer Staffing, Inc. (“MSI”) effective as of February 16, 2005.

Optos Capital, LLC
By:	/s/ Chris Ferguson
	Chris Ferguson
	Manager

EX-10.13

Exhibit 10.13

ASSET SALE AND PURCHASE

AGREEMENT

BY AND BETWEEN

NEW STAFF INC.

AND

ALLIED CONTRACT SERVICES, LLC

JUNE 18, 2004

ASSET SALE AND PURCHASE AGREEMENT

This ASSET SALE AND PURCHASE AGREEMENT (this “Agreement”), dated June 18, 2004 (the “Effective Date”), is by and between, New Staff Inc., a California corporation (“New Staff”) and Allied Contract Services, LLC, a Pennsylvania limited liability company (“Allied”). New Staff and Allied are individually referred to in this Agreement as a “Party” and collectively, as the “Parties.”

RECITALS

WHEREAS, Allied is in the business of providing permanent and temporary staffing services to companies in the transportation industry; and

WHEREAS, Allied desires to sell substantially all of its assets and New Staff desires to purchase such assets upon the terms and conditions provided herein.

NOW, THEREFORE, in consideration of the covenants and the mutual promises made herein, and for such other good and valuable consideration, the Parties agree as follows:

AGREEMENT

ARTICLE 1

ASSETS; CONSIDERATION

1.1 Asset Acquisition. Upon the terms and subject to the conditions of this Agreement, Allied agrees to sell, transfer, convey, assign and deliver to New Staff, and New Staff agrees to purchase from Allied all of Allied’s right, title and interest in the following assets:

a. Branch Offices and Related Assets. All leases, furniture, equipment and fixtures related to the branch offices more particularly set forth in Exhibit A attached hereto (collectively, the “Branch Office Assets”);

b. Miscellaneous Assets. All other miscellaneous assets as more particularly set forth in Exhibit B attached hereto (the “Miscellaneous Assets” and together with the Branch Office Assets collectively referred to in this Agreement as the “Assets”).

1.2 Allocation of Asset Value. The Parties agree that solely for tax purposes, the consideration for the Assets shall be apportioned as follows: (a) Branch Office Assets - $            ; and (b) Miscellaneous Assets - $            .

1.3 Consideration. Upon the terms and subject to the conditions of this Agreement, at the Closing (as defined below), Allied shall pay for the Assets, the aggregate amount of TWO MILLION EIGHT HUNDRED THOUSAND AND 00/100 DOLLARS ($2,800,000) as follows:

a. $1,000,000.00 by wire transfer in immediately available funds; and

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b. A secured promissory note in the aggregate principal amount of ONE MILLION EIGHT HUNDRED THOUSAND AND 00/100 DOLLARS ($1,800,000.00) (the “Note”) in substantially the form attached hereto as Exhibit C;

c. Security Agreement;

1.4 New Staff Deliverables. Upon the terms and subject to the conditions of this Agreement, at the Closing New Staff shall: (a) Deliver the Assets to New Staff in “AS IS” condition; (b) Execute and deliver the Bill of Sale in substantially the form attached hereto as Exhibit D; and (c) Execute and deliver all such other instruments of sale, transfer, conveyance, assignment, delivery and confirmation and take such action as Allied may reasonably deem necessary or desirable in order to more effectively transfer, convey and assign the Assets to Allied.

1.5 Allied Deliverables. Upon the terms and subject to the conditions of this Agreement, at the Closing Allied shall: (a) Wire $1,000,000.00 to New Staff in immediately available funds; (b) Execute and deliver the Note; (c) Execute and deliver the Security Agreement in substantially the form attached hereto as Exhibit E; and (d) Execute and deliver all such other instruments of sale, transfer, conveyance, assignment, delivery and confirmation and take such action as New Staff may reasonably deem necessary or desirable in order to effectuate the transactions contemplated by this Agreement.

1.6 No Assumption of Liabilities by New Staff. New Staff expressly disclaims and shall not assume or become liable for any obligations, debts, expenses, taxes contracts, warranty obligations, commitments or liabilities of Allied of any kind, whether known or unknown, absolute, contingent or otherwise, including, but not limited to, accounts payable, notes payable, sales taxes, payroll taxes or obligations, accrued expenses, etc.

1.7 Taxes. Allied shall be responsible for and shall pay all sales, use, documentary, excise, transfer or other transaction taxes, duties and other similar charges (whether assessed or unassessed) applicable to the sale of the Assets.

1.8 Closing. Subject to the terms and conditions set forth herein, the closing of the transactions contemplated hereby shall occur at: 301 Commerce Street, Suite 1700, Fort Worth, Texas 76102 before the close of business on June 18, 2004, or at such other place, time and date to which the Parties may agree in writing or by mail (the “Closing”).

1.9 Cash on Hand. The Parties agree that all cash on hand as of the Closing shall remain with New Staff.

1.10 Side Letter Agreement. [TBD] in the form attached hereto as Exhibit F.

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ARTICLE 2

REPRESENTATIONS AND WARRANTIES

2.1 Representations of New Staff. New Staff hereby represents and warrants to Allied that the following are true as of the Effective Date:

a. Organization of New Staff; Authority. New Staff is a corporation duly organized and validly existing under the laws of the State of California. New Staff has full power and authority to enter into this Agreement, perform its obligations hereunder and consummate the transactions contemplated hereby and this Agreement constitutes a valid and binding obligation of New Staff.

b. No Conflict or Default. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will violate any statute, regulation or ordinance of any governmental authority, or result in the breach of any material agreement, deed, contract, mortgage, indenture, writ, order, decree or instrument to which New Staff is a party or by which it is bound prior to the Closing.

c. Brokers, Finders. There is no broker, finder or other person who has been retained by New Staff or authorized to act on its behalf and who is entitled to a commission, fee or like payment in connection with the transactions contemplated by this Agreement.

d. Representations and Warranties Bring-Down. To the extent that there are any representations and warranties related to the Assets which arose pursuant to that certain Asset Purchase Agreement, dated June 14, 2004 by and among Checkmate Staffing, Inc., et al and New Staff, to the extent possible, such representations and warranties are transferred to Allied.

e. Title. New Staff has good and marketable indefeasible title to the Assets, free and clear of all liens and encumbrances.

f. Complete Disclosure. The copies of all instruments, agreements, other documents and written information delivered by New Staff to Allied are and will be complete and correct in all material respects as of the date of delivery thereof and as of the Closing. To New Staff’s knowledge, there is no presently existing event, fact or condition that adversely affects the Assets, or that could reasonably be expected to do so.

2.2 Representations of Allied. Allied hereby represents and warrants to New Staff that the following are true as of the Effective Date:

a. Organization of Allied; Authority. Allied is a limited liability company duly organized and validly existing under the laws of the State of Pennsylvania. Allied has full power and authority to enter into this Agreement, perform its obligations hereunder and consummate the transactions contemplated hereby and this Agreement constitutes a valid and binding obligation of Allied.

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b. No Conflict or Default. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will violate any statute, regulation or ordinance of any governmental authority, or result in the breach of any material agreement, deed, contract, mortgage, indenture, writ, order, decree or instrument to which Allied is a party or by which it is bound prior to the Closing.

c. Brokers; Finders. There is no broker, finder or other person who has been retained by Allied or authorized to act on its behalf and who is entitled to a commission, fee or like payment in connection with the transactions contemplated by this Agreement.

ARTICLE 3

COVENANTS

3.1 Additional Acts. The Parties agree to use their best efforts to take or cause to be taken all actions and to do or cause to be done all things reasonably necessary, proper or advisable to consummate the transactions contemplated by this Agreement and to use their best efforts to obtain all necessary waivers and consents (including, but not limited to, the assignment of real property leases from New Staff to Allied).

3.2 Indemnification.

a. Allied Indemnification. Allied agrees to indemnify and hold harmless New Staff, its affiliates and its attorneys, officers, principals, partners, directors, employees and agents (each a “New Staff Indemnitee”) from any and all Losses (as defined below) incurred or sustained by or asserted against any of the New Staff Indemnitees with respect to or arising out of: (i) the failure or breach of any of the Allied’s representations and warranties contained in this Agreement to be true and correct as of the Closing; (ii) the breach of or failure by Allied to observe or perform any obligation, covenant or agreement of Allied under this Agreement; or (iii) the claim of any third party against Allied arising prior to or on the Closing. For purposes of this Agreement “Losses” shall mean damages, fines, fees, penalties, deficiencies, losses and expenses (including without limitation interest, court costs, fees of attorneys, accountants and other experts or other expenses of litigation or other proceedings or of any claim, default or assessment).

b. New Staff Indemnification. New Staff agrees to indemnify and hold harmless Allied, its affiliates and its attorneys, officers, directors, employees and agents (each a “Allied Indemnitee”) from Losses incurred or sustained by or asserted against any of the Allied Indemnitees with respect to or arising out of: (i) the failure or breach of any of the New Staff’ representations and warranties contained in this Agreement to be true and correct as of the Closing; or (ii) the breach of or failure by New Staff to observe or perform any obligation, covenant or agreement of New Staff under this Agreement.

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ARTICLE 4

CONDITIONS PRECEDENT TO CLOSING

4.1 New Staff Obligation to Close. New Staff shall not have any obligation to consummate the transactions contemplated by this Agreement until and unless the following conditions have been satisfied or waived by New Staff: TBD

4.2 Allied Obligation to Close. Allied shall not have any obligation to consummate the transactions contemplated by this Agreement until and unless the following conditions have been satisfied or waived by Allied: TBD

ARTICLE 5

MISCELLANEOUS

5.1 Expenses. Each Party shall pay its own expenses and costs incidental to the preparation of this Agreement and to the consummation of the transactions contemplated hereby.

5.2 Notices. Any notices or other communications required or permitted hereunder or otherwise in connection herewith shall be in writing and shall be deemed to have been duly given when delivered in person or transmitted by facsimile transmission (with confirmed answer-back) or on receipt after dispatch by registered or certified mail, postage prepaid, addressed as follows:

If to New Staff, to:

New Staff Inc.

1528 Chapala Street

Santa Barbara, California. 93101

Facsimile: (805) 884-0506

Attention: Steven Biersmith, Esq.

with a copy (which shall not constitute notice) to:

Warner, Stevens & Doby, LLP

301 Commerce Street, Suite 1700

Fort Worth, Texas 76102

Facsimile: (817) 810-5255

Attention: Terry Fokas, Esq.

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If to Allied, to:

Allied Contract Services, LLC

c/o Mercer Ventures, Inc.

2 Mercer Gate Drive

Doylestown, PA 18901

Facsimile: (        )         -        

Attention:                                         

with a copy (which shall not constitute notice) to:

White & Williams, LLP

1800 One Liberty Place

Philadelphia, Pennsylvania 19103

Facsimile No.: (215) 789-7550

Attention: Amy E. Vulpio

or such other address as the person to whom notice is to be given has furnished in writing to the other parties. A notice of change in address shall not be deemed to have been given until received by the addressee.

5.3 Headings. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

5.4 Applicable Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of California regardless of the laws that might otherwise govern under applicable principles of conflict of laws thereof. Any legal proceeding arising out of or in any way related to this Agreement or to the transactions contemplated hereby shall be brought and litigated exclusively in any of the state or federal courts located in Santa Barbara County, California having jurisdiction. The Parties waive and agree not to assert, by way of motion, as a defense or otherwise, that any such proceeding is brought in an inconvenient forum or that the venue in Santa Barbara County, California is improper.

5.5 Successors and Assigns. Neither Party may assign any rights or duties under this Agreement without the prior written consent of the other Party. Any assignment made or attempted in violation of this Section shall be void and of no effect.

5.6 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

5.7 Entire Agreement. This Agreement (including the exhibits, documents and instruments referred to herein) constitutes the entire agreement and supersedes all other prior agreements and understandings, both written and oral, among the Parties and is not intended to confer upon any person other than the Parties any rights or remedies hereunder.

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5.8 Severability. In the event that any one or more of the provisions or parts of a provision contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or part of a provision of this Agreement or any other jurisdiction.

5.9 Construction. The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement.

5.10 Confidentiality. The Parties stipulate and agree that unless prior written consent has been granted, the terms of this Agreement shall remain confidential and shall not be disclosed to any third party, except for the Parties’ attorneys, accountants, the Internal Revenue Service, or pursuant to a court order or subpoena issued by a court of competent jurisdiction.

5.11 Attorney’s Fees. In any action brought to enforce the terms of this Agreement or for damages or injunctive relief arising out of the breach of any of the terms, representations, warranties or covenants set forth in this Agreement, the prevailing Party shall be entitled to its reasonable attorneys fees and costs related to such action(s). In the event that the transactions contemplated by this Agreement are not consummated as a result of the fault, act or omission of a Party, the non-breaching Party shall be entitled to its reasonable costs related to the negotiation, preparation and drafting this Agreement and any other acts incidental or in contemplation thereto.

5.12 Survivability. The representations, warranties and covenants set forth in this Agreement shall survive for a period of one (1) year following the Closing.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed on its behalf by its duly authorized officer, all as of the day and year first above written.

NEW STAFF INC.
By:	/s/ Steve Sorensen
Name:	Steve Sorensen
Title:	CEO
ALLIED CONTRACT SERVICES, LLC
By:
Name:
Title:	Managing Member

[SIGNATURE PAGE TO ASSET SALE AND PURCHASE AGREEMENT]

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EX-21.1

Exhibit 21.1

Subsidiaries of the Registrant:

Name	State of Incorporation or Organization	Parent
ClearPoint Resources, Inc.	Delaware	ClearPoint Business Resources, Inc.
Allied Contract Services, LLC	Pennsylvania	ClearPoint Resources, Inc.
Quantum Resource Corporation	Delaware	ClearPoint Resources, Inc.
Mercer Ventures, Inc.	Pennsylvania	ClearPoint Resources, Inc.
StaffBridge, Inc.	Massachusetts	ClearPoint Resources, Inc.
ClearPoint Managed Services, LLC	Delaware	ClearPoint Resources, Inc.

EX-99.1

Exhibit 99.1

Press Release

CLEARPOINT RESOURCES, INC. AND TERRA NOVA ACQUISITION CORPORATION JOINTLY ANNOUNCE STOCKHOLDER APPROVAL OF THEIR MERGER

NEW YORK—(BUSINESS WIRE)–February 12, 2007 – Privately held ClearPoint Resources, Inc. (f/k/a ClearPoint Business Resources, Inc.) (“ClearPoint”) and Terra Nova Acquisition Corporation (OTCBB: TNVA; TNVAU; TNVAW) (“Terra Nova”), a public company formed to effect a merger, capital stock exchange, asset acquisition or other similar business combination with an operating business, jointly announce that the stockholders of Terra Nova have approved the merger of the two companies (by more than 99.95% of votes cast). The vote to approve the merger took place today at Terra Nova’s special meeting of stockholders. It is expected that closing of the merger will take place later today. Upon closing, Terra Nova will change its name to ClearPoint Business Resources, Inc.

Terra Nova’s common stock, warrants and units will cease trading on the Over-the-Counter Bulletin Board and begin trading on the Nasdaq Capital Market under the symbols CPBR, CPBRW and CPBRU, respectively, shortly after the closing.

In addition to approving the merger, the Terra Nova stockholders also approved the 2006 Long-Term Incentive Plan Proposal and certain amendments to Terra Nova’s certificate of incorporation, including the change of name.

About ClearPoint

ClearPoint is a workforce management solutions provider based in Chalfont, Pennsylvania, near Philadelphia. ClearPoint’s business was founded in 2001 and currently operates through 29 branches across the United States with over 140 employees and over 3,500 field associates. ClearPoint operated under the name Mercer Staffing, Inc. until it changed its name to ClearPoint in 2006.

ClearPoint focuses on human resource/staff outsourcing, vendor management services, customized managed service programs, and workforce optimization. It also provides business services including business process outsourcing, support services for the transportation, logistics and staffing industries, and benefits solutions and administration. ClearPoint is also known for its project-based staff augmentation service which includes full service project solutions, executive search and permanent placement services, contract recruiting services and short- and long-term hourly-based assignments.

ClearPoint was recently recognized in an elite group of 100 companies in its industry with at least $100 million in revenue in the May 2006 issue of Staffing Industry Report, which published its annual list of top staffing and human resource outsourcing companies. ClearPoint (referred to as Mercer Staffing, its prior name, in the article) was also recently recognized as the 17^th fastest growing private company in the United States in the “Inc. 500” in the September 2006 issue of Inc. Magazine.

Forward-Looking Statements

This press release includes forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties. Forward looking statements are statements that are not historical facts. Such forward-looking statements, based upon the current beliefs and expectations of Terra Nova’s management, are subject to risks and uncertainties, which could cause actual results to differ from the forward looking statements.

Contacts

ClearPoint

Chris Ferguson, President, (215) 997-7710

Terra Nova

Lee Chung, Chief Financial Officer, (416) 644-6000 ext. 300