S-1

As filed with the Securities and Exchange Commission on June 18, 2010

Registration No. 333-      

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

ReSearch Pharmaceutical Services, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	8731	20-4322769
(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code No.)	(I.R.S. Employer Identification Number)

520 Virginia Drive

Fort Washington, Pennsylvania 19034

(215) 540-0700

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Offices)

Steven Bell

Executive Vice President of Finance and Chief Financial Officer

520 Virginia Drive

Fort Washington, Pennsylvania 19034

(215) 540-0700

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Copy to:

Stephen T. Burdumy, Esq.
Matthew M. McDonald, Esq.
Drinker Biddle & Reath LLP
One Logan Square, Ste. 2000
Philadelphia, Pennsylvania 19103
(215) 988-2700 Brent B. Siler, Esq.
Cooley LLP
Reston Town Center
11951 Freedom Drive
Reston, Virginia 20190
(703) 456-8000

Approximate date of commencement of proposed sale to the public:  As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are being offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box  o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering.  o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering.  o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o Accelerated filer o Non-accelerated filer þ
(Do not check if a smaller reporting company) Smaller reporting company o

Calculation of Registration Fee

	Proposed Maximum	Amount of
Title of Each Class of	Aggregate	Registration
Securities to be Registered	Offering Price	Fee
Common Stock, par value $0.0001 per share	$100,000,000(1)(2)	$7,130

(1)	Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(o) under the Securities Act of 1933.
(2)	Includes offering price of shares that the underwriters have the option to purchase to cover overallotments, if any.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED JUNE 18, 2010

Preliminary Prospectus

           Shares

Common Stock

We are offering           shares of our common stock and the selling stockholders identified in this prospectus are offering           shares of our common stock. We will not receive any proceeds from the sale of shares by the selling stockholders. This is the initial public offering of our common stock in the United States, and no public market currently exists for our common stock. We expect the initial public offering price to be between $      and $      per share. We intend to apply to list our common stock on The NASDAQ Global Market under the symbol “RPSE.”

Investing in our common stock involves a high degree of risk. Please read “Risk Factors” beginning on page 10.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

	PER SHARE	TOTAL
Public Offering Price	$	$
Underwriting Discounts and Commissions	$	$
Proceeds to ReSearch Pharmaceutical Services, Inc. (Before Expenses)	$	$
Proceeds to Selling Stockholders (Before Expenses)	$	$

Delivery of the shares of common stock is expected to be made on or about          , 2010. We and the selling stockholders have granted the underwriters an option for a period of 30 days to purchase, on the same terms and conditions set forth above, up to an additional           shares of our common stock to cover overallotments. If the underwriters exercise the option in full, the total underwriting discounts and commissions payable by us and the selling stockholders will be $      and the total proceeds to us and the selling stockholders, before expenses, will be $     .

Jefferies & Company

William Blair & Company Lazard Capital Markets

Prospectus dated          , 2010

Table of Contents

Prospectus Summary	1
Risk Factors	10
Cautionary Note Regarding Forward-Looking Statements and Industry Data	21
Use of Proceeds	22
Dividend Policy	22
Capitalization	23
Dilution	24
Price Range of Our Common Stock	26
Selected Consolidated Financial Data	27
Management’s Discussion and Analysis of Financial Condition and Results of Operations	29
Business	41
Management	53
Executive Compensation	62
Certain Relationships and Related Transactions	78
Principal and Selling Stockholders	79
Description of Capital Stock	82
Shares Eligible for Future Sale	84
Material U.S. Federal Income Tax Considerations for Non-U.S. Holders	88
Underwriting	92
Legal Matters	97
Experts	97
Where You Can Find More Information	97
Index to Consolidated Financial Statements	F-1
EX-2.1
EX-2.2
EX-2.3
EX-2.4
EX-2.5
EX-2.6
EX-2.7
EX-3.1
EX-3.2
EX-4.1
EX-4.2
EX-4.3
EX-4.4
EX-4.5
EX-10.1
EX-10.2
EX-10.3
EX-10.4
EX-10.5
EX-10.6
EX-10.7
EX-10.8
EX-10.9
EX-10.10
EX-10.11
EX-10.12
EX-10.13
EX-10.14
EX-21.1
EX-23.2
EX-23.3

RPS and the RPS logo are our service marks. All other service marks, trademarks and trade names referred to in this prospectus are the property of their respective owners.

We intend to effectuate a          for           reverse stock split of our common stock prior to the consummation of this offering. As of the date of this preliminary prospectus, we have not yet effectuated a reverse stock split.

You should rely only on the information contained in this prospectus. Neither we, the selling stockholders nor the underwriters, have authorized anyone to provide you with additional information or information different from that contained in this prospectus. We are offering to sell, and seeking offers to buy, shares of our common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of shares of our common stock. Our business, financial condition, results of operations and prospects may have changed since that date.

i

Prospectus Summary

This summary highlights the information appearing elsewhere in this prospectus. Because it is only a summary, it does not contain all of the information that may be important to you. For a more complete understanding of the information that you may consider important in making your investment decisions, we encourage you to read the entire prospectus. Among the other information in this prospectus, you should carefully consider the information set forth under the heading “Risk Factors” and our consolidated financial statements and related notes beginning on page F-1 of this prospectus. Unless the context requires otherwise, the words “RPS,” “we,” “our company,” “us” and “our” refer to ReSearch Pharmaceutical Services, Inc. and its subsidiaries.

Overview

We are a global, next-generation clinical research organization, or CRO, providing clinical development services to the biopharmaceutical industry. Our services support the design, initiation and management of our clients’ clinical trials programs that are required to obtain regulatory approval to market biopharmaceutical products. We provide these services either as integrated solutions, embedded within the client’s internal clinical development operations and supporting the entire breadth of the client’s drug development pipeline, or on a more traditional project-by-project basis. Our innovative, next-generation business model allows us to leverage our clients’ existing processes to improve quality, increase the speed of product development and reduce overall development costs while allowing our clients to maintain control of their development portfolio. This flexible approach enables us to tailor our service offerings to meet the differing needs of small, mid-sized and large biopharmaceutical companies. We offer our services on a global basis, including in North America, Latin America, Europe and Asia, and we have developed a diverse customer mix including 14 of the 15 largest pharmaceutical companies in the world. We have grown our service revenue from $62.8 million in 2005 to $200.5 million in 2009, a compounded annual growth rate of 33.7%. In the first quarter of 2010, we generated $58.0 million of service revenue, a 28.2% increase over service revenue of $45.3 million for the first quarter of 2009.

Traditional CROs are typically engaged to provide various services on a project-by-project basis, such as project planning, clinical investigator and patient recruitment, clinical trial monitoring, data management, biostatistical analysis and regulatory reporting for a specific clinical trial for a drug candidate. Although some of our clients choose to contract with us for these services on an individual project basis, we typically provide our services in the form of integrated, embedded solutions, a business model we pioneered. In our integrated solutions, we collaborate more closely with the client, with an ability to work across multiple clinical trials, product candidates and clinical development functions. In many of our integrated engagements, we also provide long-term strategic clinical development planning services. While our integrated solutions are primarily targeted at large biopharmaceutical companies, we also offer a wide spectrum of project-based solutions to small and mid-sized biopharmaceutical clients, as well as hybrid solutions combining our integrated and project-based offerings.

We offer a comprehensive suite of outsourced solutions focused on Phases II through IV of the clinical development process, which encompasses late-stage and post-marketing clinical trials. According to Frost and Sullivan, a market research firm, research and development spending by the global pharmaceutical industry is expected to grow from $109 billion in 2009 to $169 billion in 2015, a compound annual growth rate of 7.7%. Spending in Phase II through IV in the United States is expected to grow as a percentage of total research and development spending from 66% in 2009 to 69% by 2015. Additionally, according to Frost & Sullivan, CRO revenues, as a percentage of global research and development spending, is expected to be 19.6% in 2010. Traditional project-based CROs target this 19.6% of the research and development spending, the outsourced portion of this market. By contrast, we seek to address a significantly larger portion of the research and development spending market by integrating our clinical development solutions into various levels of our clients’ operations, allowing us to target both the outsourced and in-house components of our clients’ Phase II through IV clinical expenditures.

We believe that our clinical expertise, coupled with our personnel resourcing capabilities, represent a competitive advantage in recruiting and managing the experienced and skilled professionals required to successfully execute our business model and differentiate our service offerings from those of project-based CROs. Our personnel resourcing division is organized into dedicated teams, each focused on a key functional area within the clinical development field. We have a highly experienced professional staff of over 2,300 individuals averaging over 12 years of

1

experience in the industry, and our proprietary database includes approximately 188,000 additional clinical trial professionals around the world. We believe our personnel resourcing capabilities, which we refer to as resourcing engines, enable us to proactively allocate human capital by identifying the expertise needed on each client program and matching those needs with the availability, capacity and expertise of the most appropriate professionals. We believe this ability to rapidly resource, allocate and redeploy, or “re-resource,” our highly experienced professional staff is essential in providing integrated solutions that enable us to achieve improved quality of trial execution, accelerated clinical development timelines and cost savings for our clients.

We believe our integrated solutions provide clients with the flexibility to expand their clinical research capabilities while decreasing permanent headcount, support infrastructure and overall development expenditures. Our solutions allow our clients to outsource those portions of the clinical development process for which the greatest efficiencies and savings can be realized, while maintaining control over key clinical development functions. In our integrated engagements, we create a strategic and interdependent relationship with our clients, which we believe allows us to better anticipate our clients’ clinical capacity needs and efficiently deploy our skilled clinical professionals to meet these requirements. We believe that our integrated solutions allow our clients to more effectively utilize their existing resources, processes and systems, thus minimizing redundancies and avoiding duplicative costs.

Our expertise allows us to design our solutions in collaboration with a broad range of clients, from emerging biotechnology companies to some of the largest biopharmaceutical corporations. Our project-based solutions are more appropriate for some of our clients, particularly smaller biopharmaceutical companies that lack substantial clinical infrastructure. Our integrated programs typically appeal to larger biopharmaceutical companies. We aim to leverage our clinical operations and functional management expertise, along with customized processes and clinical operating systems, to meet the needs of all of our clients. We believe our integrated solutions, combined with our innovative resourcing engines and operational expertise, are competitive differentiators that have resulted in broad adoption of our solutions in the biopharmaceutical industry.

Our Industry

The biopharmaceutical industry is facing a number of pressures, including rising costs, increasing regulatory complexity, a struggling global economy and the inherent risks associated with pre-clinical and clinical biopharmaceutical development. In order to address these challenges, we believe that biopharmaceutical companies are increasingly turning to innovative alternatives to traditional, project-based CRO outsourcing that better meet their needs, such as our integrated solutions. The market for CROs originally developed from a need for additional clinical development capacity, which led to the outsourcing of basic drug development services and projects. At first, biopharmaceutical companies tended to work with multiple CROs simultaneously, resulting in fragmentation, inefficiencies, lack of coordination and often unreliable performance. Over time, quality and consistency among CROs became increasingly important to biopharmaceutical companies, who rationalized their CRO usage by assigning projects to CROs based on the breadth of services they offered and their prior experience. Today, biopharmaceutical companies are seeking an increasingly broad range of high quality, cost-effective services and more customized solutions, including, in many cases, the option to outsource entire clinical development functions. We developed our business model to meet this emerging demand, providing our clients with the increased flexibility, quality, commitment and stability they require to meet their drug development needs while reducing their costs. Because we are able to provide our services across our client’s drug development pipeline rather than limiting our services to a single clinical trial or project, we believe our business model represents a positive evolution in strategic outsourcing.

Outsourcing Drivers

The challenges faced by today’s biopharmaceutical companies create a number of opportunities to provide outsourced services at various points throughout the clinical development process. These drivers include:

•  Continued growth in outsourced research and development spending—Growth in our industry derives both from growth in the research and development budgets of the biopharmaceutical industry and from increases in the proportion of those budgets directed to outsourced service providers. According to Frost and Sullivan, research and development spending by the biopharmaceutical industry is expected to grow at a rate of approximately 7.7% per year from 2009 to 2015. This growth is expected to be driven by increased competition, product

2

innovation, advances in research and clinical analysis, and the desire to fill the pipelines of many large biopharmaceutical companies, which are facing patent expirations of a significant portion of their drug portfolios. As biopharmaceutical companies have limited internal resources to conduct additional clinical trials, or seek to more efficiently manage their internal resources, we believe this results in a growing demand for outsourced services.

•  Increasing cost pressures and need for enhanced efficiencies—With greater pressure on biopharmaceutical companies to reduce fixed costs and better manage drug development resources, outsourcing provides a mechanism to shift from fixed to variable costs, which can improve a biopharmaceutical company’s cost structure and return on investment. In addition, biopharmaceutical companies are increasingly adopting creative solutions that allow them to reduce costs and enhance the efficiency and quality of clinical trial execution while maintaining control of the clinical development process.

•  Increasing complexity of industry needs driven by tougher regulatory environment—Global drug regulators, including the U.S. Food and Drug Administration, or FDA, are increasingly requiring more clinical trials, longer trial periods and greater amounts of clinical data before granting approval to market a drug. According to the Pharmaceutical Research and Manufacturers of America, a trade group for the pharmaceutical and biotechnology industry, the average time to take a new drug from discovery to market in the United States ranges from approximately 10 to 15 years. This lengthy drug development timeline has led many companies to increase their pipelines of drugs in development in order to maximize their chances of identifying successful products. Outsourcing can allow biopharmaceutical companies to manage the increased complexity of a growing drug development pipeline in a cost-effective manner.

•  Increased globalization of clinical trials—Biopharmaceutical companies are increasingly seeking to access additional patient populations and trial participants, identify new markets for their products, shorten development times and reduce costs by conducting trials in multiple countries. These trends require that biopharmaceutical companies have access to outsourcing solutions on a global basis.

•  Priorities of smaller and emerging biopharmaceutical companies—Smaller and emerging biopharmaceutical companies commonly elect not to build their own in-house clinical development capabilities, instead focusing their resources on early-stage drug discovery or on sales and marketing. Outsourcing clinical development functions enables smaller biopharmaceutical companies to focus on developing their drugs by providing access to necessary clinical development services, without the high fixed costs of developing such capabilities internally.

Through our innovative, next-generation business model, we believe we are able to address the needs of the biopharmaceutical industry by providing flexible outsourcing solution that includes both integrated and project-based service offerings. The flexibility of our model benefits our clients by lowering their costs, improving the quality of their clinical trial execution, and accelerating the clinical development timeline for their product candidates.

The RPS Solution

We have created a next-generation CRO by targeting both the outsourced and in-house portions of Phase II through Phase IV clinical development expenditures. Our model combines innovative, integrated services with traditional project-based CRO services, enabling us to tailor our solutions to best meet the differing needs of our clients. The key aspects of our business model include:

•  Integrated, flexible approach and a true partnership with our clients—Our integrated solutions emphasize close collaboration with our clients, allowing our clients to realize efficiencies and cost savings, while permitting them to maintain control over key medical and regulatory decision-making processes. We believe that this approach helps to maximize the effective use of our clients’ existing resources, processes and systems, while enhancing real-time communication and coordination between us and our clients and avoiding duplicative infrastructure costs. Through our integrated solutions, we create a strategic and interdependent relationship that embeds our services within our clients’ clinical development operations. In some cases, we convert our clients’ employees into members of our professional staff.

•  Greater visibility into our clients’ product pipeline and needs—We have developed integrated solutions that

3

have a wider scope and product pipeline coverage than the project-based services provided by traditional CROs. Our integrated solutions can potentially cover all aspects of a client’s clinical development programs. We believe this deeper and more expansive level of involvement with our clients allows us to better foresee potential client needs, which can lead to strategic solutions that directly involve us in our clients’ clinical development requirements and planning.

•  Demonstrated ability to identify, recruit, deploy, re-resource and retain a specialized professional staff—We believe that our resourcing and re-resourcing capabilities, combined with our clinical expertise, represent a significant competitive advantage in attracting and retaining the high-quality personnel required to successfully execute our innovative business model and differentiate our service offerings from those of traditional project-based CROs. We can rapidly identify and deploy highly experienced professionals to staff our engagements, which is an essential part of delivering our integrated solutions. The key driver of this core expertise has been the development of our resourcing engines, with dedicated in-house teams that leverage our broad and deep networks to proactively resource and re-resource experienced professionals across key functional and therapeutic areas within the clinical development field. We have built an extensive database consisting of approximately 188,000 experienced professionals available to join our professional staff. Through our resourcing and re-resourcing processes, we can maximize our professional staff’s expertise, capacity and job satisfaction, allowing them to more efficiently and effectively meet our clients’ needs.

•  Broad range of differentiated, cost-saving services, designed for large, mid-sized and small biopharmaceutical companies—We believe we are well-positioned to meet the differing needs of our broad client base. Our large biopharmaceutical clients typically prefer our integrated solutions, which provide the flexibility for our clients to cost-effectively expand their clinical research capabilities across their entire pipeline of drug candidates and across multiple clinical development functions without adding permanent headcount and additional support infrastructure. The more tactical needs of our smaller biopharmaceutical clients typically require project-based solutions. For mid-sized clients, we are also able to offer the flexibility of a hybrid approach, combining integrated and project-based solutions within a single engagement.

•  High level of flexibility—Our ability to quickly deploy and redeploy a specialized workforce, combined with a lack of duplication of infrastructure, allows us to rapidly scale our programs in accordance with variations in our clients’ research and development pipeline. With our integrated solutions, by utilizing a client’s existing clinical systems and processes, we eliminate the need to build a separate infrastructure for new projects, thereby reducing costs and accelerating the drug development process.

Investment Highlights

We believe our next-generation business model has allowed us to differentiate ourselves from our competitors. Our advantages include:

•  Leader in integrated clinical development solutions—We built RPS to be the first CRO to approach the biopharmaceutical industry with integrated solutions. Our integrated solutions allow us to build strategic working relationships with our clients, which we believe has helped us to establish our brand name and develop recognition in the industry as a leader and an innovator.

•  Business model validation from a diverse client base—We believe our next-generation model is validated by our client base, including many large biopharmaceutical clients globally. Our client base includes 14 of the 15 largest biopharmaceutical companies worldwide.

•  Integrated relationships enhance high customer retention and revenue visibility—In our integrated engagements, we create strategic and interdependent relationships with our clients, which we believe promote long-term customer relationships with stable revenue streams and enhance our visibility into future revenue opportunities. We believe the depth and interconnected nature of our relationships with our clients helps to maximize customer retention.

•  Global platform to meet the needs of our clients—Over the last several years, we have been building our global infrastructure. We began this process in 2005 with the opening of our Canadian and Latin American operations and have continued our global expansion with acquisitions in Europe in 2008 and China in 2009. With our

4

global infrastructure that is now in place, we believe we are well positioned to service the growing global needs of our clients.

•  Strong financial track record—Our service revenue grew at a compound annual growth rate of 33.7% from 2005 to 2009. We continue to expand our business through organic growth supplemented with selective acquisitions. Our growth has continued in 2010, with service revenue of $58.0 million for the first quarter, representing a 28.2% increase over the same period in 2009. Our EBITDA has grown from $308,000 in 2005 to $10.0 million in 2009. Our net income has improved from a loss of $1.7 million in 2005 to income of $2.6 million in 2009. For a reconciliation of EBITDA to net income, see the section of this prospectus summary entitled “Summary Consolidated Financial Data.”

•  Experienced management—Our senior management team is composed of highly experienced veterans of public companies and the CRO, biopharmaceutical, staffing and outsourcing industries. Daniel M. Perlman, our Chief Executive Officer, has over 20 years of experience in outsourcing services to the biopharmaceutical industry, and Dr. Harris Koffer, our President and Chief Operating Officer, has 30 years of experience in clinical drug development. Steven Bell, our Chief Financial Officer, has over 30 years of public accounting and chief financial officer experience.

Our Growth Strategy

We intend to capitalize on increasing customer adoption of our next-generation model to drive revenue and earnings growth through 2010 and beyond. Our growth strategy includes the following initiatives:

•  Leverage our global capabilities to enhance and expand our ability to execute global programs—We have built a global infrastructure with operations in North America, Latin America, Europe and Asia. We plan to continue to evaluate acquisition opportunities, with a particular focus on Eastern Europe and Asia. We anticipate that increasing our global capabilities will drive the expansion of existing engagements and new program awards with global requirements.

•  Develop further opportunities from our existing integrated accounts—Our current integrated solutions have allowed us to grow multiple, long-term engagements by cross-selling and expanding into other functional areas once we have begun working with a client. We believe there are opportunities for continued and accelerated growth by focusing on this strategy. As an example, we began site management responsibilities for a client initially and then successfully expanded our responsibilities into study management, data management, medical writing and other clinical areas.

•  Continue to add new accounts—We plan to leverage the growing demand for outsourced clinical development services to reach new clients. We see opportunity in the large pipeline of drugs in development to further drive our growth strategy. We believe that continued growth in research and development spending, along with increased demand for outsourced solutions, represents a significant opportunity for us to add new accounts.

•  Leverage our infrastructure to enhance profitability—Our historical investment in our global expansion provides us with the opportunity to capitalize on our investment as we grow our revenue. We believe that this historical investment, along with our ability to leverage our clients’ existing infrastructure through our integrated solutions, could mean that with less additional investment in our own infrastructure, we would be able to expand the services we provide our clients. By leveraging our innovative model and current cost structure as our revenues grow, we expect to enhance our profitability.

•  Expand suite of services offered—We are expanding our suite of service offerings to include both non-clinical services, such as analytical chemistry, and clinical services, such as Phase IV post-marketing surveillance services. We believe this will enhance our ability to provide services tailored to our clients’ needs.

Corporate Information

Our predecessor, ReSearch Pharmaceutical Services, Inc., a Pennsylvania corporation, or Old RPS, was incorporated in Pennsylvania in 1994. We were incorporated in Delaware on January 30, 2006, as Cross Shore Acquisition Corporation, or Cross Shore. Old RPS merged into a wholly owned subsidiary of Cross Shore in 2007, and as a result of the merger, Old RPS became ReSearch Pharmaceutical Services, LLC, a Delaware limited

5

liability company. Cross Shore, which changed its name to ReSearch Pharmaceutical Services, Inc. in conjunction with the merger, now conducts all of its operations and business activities through its wholly owned subsidiary, ReSearch Pharmaceutical Services, LLC. Our principal executive offices are located at 520 Virginia Drive, Fort Washington, Pennsylvania 19034. Our telephone number is (215) 540-0700. Our website address is www.rpsweb.com. Information contained in or that can be accessed through our website is not incorporated by reference into this prospectus and should not be considered part of this prospectus.

6

The Offering

Common stock offered by us	shares
Common stock offered by the selling stockholders	shares
Common stock to be outstanding immediately after the offering	shares

Use of proceeds

We estimate that our net proceeds from this offering, after deducting underwriting discounts and commissions and offering expenses payable by us, will be $      million, or $      million if the underwriters exercise their overallotment option in full, based upon an assumed initial public offering price of $      per share, which is the midpoint of the range set forth on the cover page of this prospectus. We will not receive any proceeds from the sale of shares by the selling stockholders.

We anticipate that we will use the net proceeds we receive from this offering to repay the outstanding balance of approximately $10.4 million under our working capital line of credit that matures in October 2012, with the remainder for general corporate purposes and working capital, including to promote the further development and expansion of our service offerings globally. We may also use a portion of the net proceeds to acquire complementary businesses or assets, although we currently have no agreements or commitments with respect to any acquisitions.

Please read “Use of Proceeds.”

NASDAQ Global Market listing

We intend to apply to list our common stock on the NASDAQ Global Market under the symbol “RPSE.”

Risk factors

Investing in our common stock involves a high degree of risk. You should carefully read and consider the information set forth under the heading “Risk Factors” beginning on page 10 of this prospectus and all other information set forth in this prospectus before deciding to invest in our common stock.

Outstanding shares

The number of shares of our common stock to be outstanding after this offering is based on 37,278,352 shares outstanding as of March 31, 2010, and excludes as of that date:

•  2,954,081 shares of common stock issuable upon exercise of outstanding options with a weighted average exercise price of $2.07 per share;

•  1,357,179 shares of common stock issuable upon the exercise of outstanding warrants, which warrants have since expired without exercise; and

•  3,742,764 shares of common stock reserved for future grants under the ReSearch Pharmaceutical Services, Inc. 2007 Equity Incentive Plan.

Except as otherwise indicated, all information contained in this prospectus assumes no exercise by the underwriters of their overallotment option and does not give effect to a          -for-           reverse split of our common stock that we plan to complete prior to the consummation of this offering.

7

Summary Consolidated Financial Data

The following tables set forth a summary of certain of our historical consolidated financial data and should be read together with our consolidated financial statements and related notes to those statements, as well as “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” each included elsewhere in this prospectus. We have derived the summary consolidated statement of operations data for each of the years ended December 31, 2007, 2008 and 2009 from our audited consolidated financial statements included elsewhere in this prospectus. We have derived the summary consolidated balance sheet data as of March 31, 2010 and the summary consolidated statement of operations data for each of the three months ended March 31, 2009 and March 31, 2010 from our unaudited consolidated financial statements included elsewhere in this prospectus. These interim financial statements reflect all adjustments, consisting of normal recurring adjustments, which are necessary in the opinion of management to present fairly our consolidated financial position and results of operations for the interim periods. Our historical financial results are not necessarily indicative of financial results that may be expected in future periods, and our financial results for any interim period are not necessarily indicative of financial results that may be expected for a full fiscal year.

We have presented the summary balance sheet data as of March 31, 2010 on an actual basis and on an adjusted basis, which gives effect to:

•  our sale of           shares of common stock in this offering at an assumed initial public offering price of $      per share, which is the midpoint of the range set forth on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us; and

•  the repayment in full of the outstanding balance of approximately $10.4 million under our working capital line of credit.

Each $1.00 increase or decrease in the assumed initial public offering price of $      per share, which is the midpoint of the range set forth on the cover page of this prospectus, would increase or decrease each of cash and cash equivalents, working capital, total assets and total stockholders’ equity on an as adjusted basis by approximately $     , assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same. The as adjusted information presented in the summary balance sheet data is illustrative only and will change based on the actual initial public offering price and other terms of this offering determined at pricing.

									Three Months
	Year Ended December 31,								Ended March 31,
	2007			2008		2009			2009			2010
									(unaudited)
	(in thousands, except per share data)
Consolidated Statement of Operations Data:
Service revenue	$	120,459		$	156,967	$	200,472		$	45,259		$	58,005
Reimbursement revenue		13,924			18,086		23,696			5,035			6,706
Total revenue		134,383			175,052		224,168			50,294			64,710
Direct costs		87,650			117,707		145,209			33,219			42,422
Reimbursable out-of-pocket costs		13,924			18,086		23,696			5,035			6,706
Selling, general, and administrative expenses		26,787			31,290		44,798			10,045			12,397
Depreciation and amortization		1,144			1,750		3,723			796			1,270
Income from operations		4,879			6,219		6,742			1,198			1,916
Interest and other income (expense), net		(5,786	)		42		(562	)		(74	)		(199	)
Income (loss) before provision for income taxes		(907	)		6,261		6,180			1,124			1,716
Provision for income taxes		1,508			2,518		3,559			621			1,789
Net income (loss)		(2,415	)		3,743		2,620			503			(73	)
Accretion of preferred stock		(321	)		—		—			—			—
Net income (loss) applicable to common shares	$	(2,736	)	$	3,743	$	2,620		$	503		$	(73	)
Net income (loss) per common share:
Basic	$	(0.19	)	$	0.11	$	0.07		$	0.01		$	(0.00	)
Diluted	$	(0.19	)	$	0.11	$	0.07		$	0.01		$	(0.00	)
Weighted average number of shares outstanding:
Basic		14,573			32,617		37,003			36,746			37,278
Diluted		14,573			34,103		38,071			37,892			37,278

8

	As of March 31, 2010
	Actual		As Adjusted
	(unaudited)
	(in thousands)
Consolidated Balance Sheet Data:
Cash and cash equivalents	$	2,835	$
Working capital		21,665
Total assets		92,193
Line of credit		10,412
Capital leases		711
Stockholders’ equity		44,625

We use EBITDA, in conjunction with financial measures determined in accordance with U.S. generally accepted accounting principles, or GAAP, such as net income and income from operations, to assess our operating performance. EBITDA is a non-GAAP financial measure and is defined as net income (loss) before net interest expense, income taxes, depreciation and amortization.

We use EBITDA, along with other GAAP measures, to measure our profitability and to make budgeting decisions relating to historical performance and future expectations of our business, and to make performance comparisons of our company compared to other companies. We believe that, like management, investors frequently use EBITDA to evaluate our operating performance and to compare it to that of other companies.

EBITDA should not be considered in isolation or as a substitute for a measure of our liquidity or operating performance prepared in accordance with GAAP and is not indicative of net income (loss) from operations as determined under GAAP. EBITDA and other non-GAAP financial measures have limitations which should be considered before using these measures to evaluate our liquidity or financial performance. EBITDA does not include interest expense, income tax expense or depreciation and amortization expense, which may be necessary in evaluating our operating results and liquidity requirements or those of businesses we may acquire. Our management compensates for these limitations by using EBITDA as a supplement to GAAP results to provide a more comprehensive understanding of the factors and trends affecting our business or any business we may acquire. Our computation of EBITDA may not be comparable to other similarly titled measures provided by other companies, because not all companies calculate this measure in the same fashion.

The following table reconciles net income (loss) to EBITDA, which we believe is the most directly comparable GAAP measurement:

	Year Ended December 31,
	2005			2006		2007			2008			2009
	(unaudited)
	(in thousands)
Net income (loss)	$	(1,683	)	$	1,792	$	(2,415	)	$	3,743		$	2,620
Provision for income taxes		—			45		1,508			2,518			3,559
Interest income (expense), net		1,127			1,245		5,787			(66	)		110
Depreciation and amortization		864			901		1,143			1,750			3,723
EBITDA	$	308		$	3,983	$	6,023		$	7,945		$	10,012

9

Risk Factors

An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below, together with the other information in this prospectus, before making a decision to purchase shares of our common stock. If any of the following risks, or the risks described elsewhere in this prospectus, occur, our business, prospects, results of operations and financial condition could be materially harmed. As a result, the market price of our common stock could decline and you may lose all or part of your investment. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also adversely affect our business.

Risks Related to Our Business

We depend on the biopharmaceutical industry for substantially all of our revenue. Factors or trends affecting that industry could adversely affect our business.

We provide services and solutions to the biopharmaceutical industry, and our revenues depend on the outsourcing trends and research and development expenditures of the biopharmaceutical industry. Economic factors and industry trends that affect companies in the biopharmaceutical industry also affect our business. For example, the practice of many companies in this industry has been to engage companies like us to manage the clinical development of their product pipelines. If these companies reduce their tendency to outsource projects and development programs in light of current difficult conditions in credit markets and the economy in general or for any other reason, our operations, financial condition and growth rate would be materially and adversely impacted. In the past, factors such as industry consolidation, product failures and withdrawals, liability lawsuits and governmental regulation to control growing healthcare costs have also slowed decision-making by biopharmaceutical companies and delayed drug development projects. Any such developments could cause our clients to reduce their drug discovery and development spending, which could reduce demand for our services and have an adverse effect on our business.

Recent consolidation in the biopharmaceutical industry could lead to a reduction in our revenues.

A number of large biopharmaceutical companies have recently completed mergers and acquisitions that will consolidate the research and development expenditures and outsourcing trends of the biopharmaceutical industry into fewer companies. For example, Wyeth, our largest customer during 2008 and 2009, representing 20% and 17%, respectively, of our service revenue during those years, was acquired by Pfizer, and Schering-Plough, our second largest customer during 2008 and 2009, representing 12% and 16%, respectively, of our service revenue during those years, was acquired by Merck. While Pfizer and Merck were also our clients prior to these acquisitions, we cannot assure you whether we will continue to generate revenues from these companies that are consistent with or higher than their historic levels. As the integration of these acquisitions continues, the surviving biopharmaceutical companies may decide to use other CROs, keep clinical research services in-house, or otherwise diminish the use of our services. We cannot predict the potential impact of these acquisitions and subsequent integration, but any resulting decisions related to outsourcing clinical trial services could reduce our revenues if we are not engaged to continue providing the same level of services to the acquiring company. Regardless of the reason, the negative impact of the loss of business from any large biopharmaceutical companies may be enhanced due to consolidation in this industry.

Providing outsourcing services to the biopharmaceutical industry is highly competitive, and our failure to compete effectively could harm our business. We also compete with existing in-house personnel employed by our clients, and the increased use of these personnel could reduce our revenues.

We compete with a wide range of providers of outsourcing services to the biopharmaceutical industry, including small, niche providers and full-service global clinical research organizations. Outsourcing service providers compete based on a variety of factors, including reputation for quality, performance, price, scope of service offerings and geographic presence. A number of our competitors possess substantially greater resources and more well-established brand names than we do, which may hurt our competitive position within the industry.

Additionally, some of our current or potential clients use in-house personnel to perform the same functions and

10

services that we seek to perform for these clients on an outsourced basis. The increased use of in-house personnel by these companies would decrease the likelihood that we could obtain additional new contracts or extensions of our existing contracts to participate in our clients’ drug development process, which could eliminate or substantially reduce our revenues. In addition, clients and prospective clients may choose not to utilize our project-based, hybrid or integrated solutions at any particular period of time, which could lead to fluctuations and variability in our revenue.

The biopharmaceutical industry generally, and drug discovery and development more specifically, is also subject to increasingly rapid technological changes. Our competitors or others might develop technologies, services or products that are more effective or more commercially attractive than our current or future technologies and services, or which render our technologies and services less competitive or obsolete. If competitors introduce superior technologies and services or products and we cannot make enhancements to remain competitive, our competitive position would be materially and adversely affected.

Our contracts may be delayed, terminated or reduced in scope with little or no notice, which could adversely impact our revenues and our profitability.

Many of our contracts with our clients may be terminated or reduced in scope with little or no notice. Cancellations may occur for a variety of reasons, including the failure of the client’s product to satisfy safety or efficacy requirements, unexpected clinical trial results using the client’s product, regulatory developments, economic issues, availability of clinical trial material, protocol design matters or the client’s decision to reduce its research and development activities. In addition, if we are unable to provide staff sufficient in number or experience as required for a project, the contract may be delayed, terminated or reduced in scope. Any of these developments could lead to an unexpected reduction in our revenues and an impairment of our profitability and cash flow.

Our backlog as of a given date may not be a meaningful predictor of our future results.

Our backlog, which represents anticipated service revenue from executed contracts that either have not started but are anticipated to begin in the near future, or are in process and have not been completed, can be affected by a number of factors, such as the size and duration of contracts, many of which are performed over several years, and changes in labor utilization over the course of a clinical trial. Also, the scope of a contract can change significantly during a project, which could cause our backlog to be adjusted. We cannot assure investors that we will fully realize our entire backlog, which was $211.3 million as of March 31, 2010, as service revenue in the future or at a rate consistent with historic levels.

A substantial percentage of our revenue is attributable to a relatively small number of clients. The loss of, or reduction in services provided to, these clients could significantly reduce our revenues and profitability.

For the three months ended March 31, 2010, our five largest clients accounted for 60% of our service revenue and our 20 largest clients accounted for 86% of our service revenue. For the three months ended March 31, 2010, our largest customer accounted for 17% of our service revenue, and for the year ended December 31, 2009, our largest customer accounted for 17% of our service revenue. The loss of one or more of our largest clients, or the reduction in scope of a single contract or several smaller contracts with our largest clients, could materially reduce our revenues, cash flow and profitability.

If we are unable to recruit and retain qualified personnel, or to reassign billable personnel from one project to another as projects are completed, it will be difficult for us to achieve our financial and operational goals.

Our success depends to a significant extent upon the efforts of our senior management team and our ability to hire qualified management and scientific personnel in the regions in which we perform services for our clients. There is substantial competition within the biopharmaceutical and CRO industries for qualified personnel, and any difficulty that we encounter in recruiting or retaining qualified personnel would impact our ability to meet our financial and operational goals.

We rely on our proprietary database of clinical trial professionals in order to recruit professional staff for our engagements and to compete with other providers of outsourcing services to the biopharmaceutical industry. The

11

loss, damage or misappropriation of our database could result in our inability to meet our contractual obligations with our clients, a loss of a competitive edge with other outsourcing service providers or a loss of potential growth opportunities.

Furthermore, our financial and operational success depends to a significant extent upon our ability to minimize the number of unassigned billable personnel at any one time by reassigning billable personnel from one project to another as projects are completed. Because unassigned personnel remain on our payroll, we do not earn any revenue, but continue to pay billable personnel who are unassigned, which increases our expenses and reduces our profitability.

The fixed price nature of some of our contracts could result in financial losses.

Some of our contracts are structured as fixed price contracts. If we underbid our fixed price contracts or overrun our initial cost estimates, we may not be able to achieve or maintain profitability.

Our business depends on our senior management team and other key personnel, and the loss of any member of the team could harm our business.

We believe that our success will depend on the continued employment of our senior management team, which has substantial experience in the administration of biopharmaceutical services businesses. Our growth and profitability could be materially and adversely affected if the services of our senior management or other key employees cease to be available. If one or more members of our senior management team were unable or unwilling to continue in their present positions, those persons could be difficult to replace and our business could be harmed. If any of our key employees were to join a competitor or form a competing company, some of our clients might choose to use the services of that competitor or new company instead of our services. While our senior management employees have entered into non-competition agreements with us that would restrict their ability to compete with us after their employment with us ceases, we cannot assure you that a court would enforce the non-competition provisions in a manner that would be advantageous to us. Further, if non-competition provisions were enforced, they are limited in time and scope and we cannot assure you that the provisions would adequately protect our business. In addition, if his employment is terminated, Mr. Perlman, our chief executive officer, may elect to forego any severance benefits owed to him in return for the elimination of the non-compete provisions in his employment agreement.

Unfavorable general economic conditions could hurt our business.

Unstable global economic conditions, including the recent recession in the United States, political and economic unrest outside of the United States, and the continuing financial crisis in the banking system and financial markets, could negatively affect our business. While it is difficult for us to predict the impact of general economic conditions on our business, these conditions could reduce client demand for some of our services or the ability of third parties to provide services critical to our business, which could cause our revenue to decline. Also, our clients, particularly smaller biopharmaceutical companies which are especially reliant on the credit and capital markets, may not be able to obtain adequate access to credit or equity funding, which could affect their ability to make timely payments to us. If that were to occur, our cash flows could be impaired, and we could be required to increase our allowance for doubtful accounts, which could impact our profitability.

We may not be able to expand through acquisitions successfully.

From time to time, we evaluate acquisition opportunities globally and in the United States in order to increase our market share and our presence in servicing the biopharmaceutical industry. Our ability to grow successfully through acquisitions could be affected by, among other things, the following:

•  Identification of acquisition targets. We may have difficulty identifying suitable acquisition opportunities and successfully consummating proposed transactions.

•  Competition for acquisitions. Competition in the acquisition market could limit our ability to grow through acquisitions or could raise the prices of acquisitions and make them less accretive or possibly non-accretive.

12

•  Financing of acquisitions. We may not be able to obtain necessary financing or may need to incur significant cash expenditures to consummate desirable strategic acquisitions. Financing in the form of debt could include covenants restricting our ability to complete additional acquisitions or other business activities, while any issuance of new equity securities could result in the ownership interests of existing stockholders being significantly diluted.

•  Expense of acquisitions. The costs and expenses of acquisitions, including integration expenses and exposure to unforeseen liabilities, could have a material adverse effect on our financial condition and results of operations and the overall effectiveness of our acquisitions.

•  Accounting charges. We could be required to incur charges for accounting purposes that could negatively impact our reported operating results.

•  Integration of acquisitions. We may experience difficulty integrating completed acquisitions. The process of integrating acquired businesses may involve unforeseen difficulties and may require significant financial and other resources and a disproportionate amount of management’s attention. We may not be able to successfully manage and integrate new businesses or technologies into our existing operations or successfully maintain the market share attributable to any acquired businesses. Acquisitions of foreign operations involve the additional risks of assimilating differences in foreign business practices, hiring and retaining qualified personnel, and overcoming language and cultural barriers.

To the extent that we are unable to successfully execute our acquisition strategy, or our recent acquisitions do not prove to be accretive, it may compromise our ability to expand domestically and internationally.

Our international operations are subject to numerous risks.

We have international operations in Canada, Latin America, Europe and the Asia-Pacific region, and we intend to develop our operations globally through organic growth and selective acquisitions based on client demand. Our current and future foreign operations are and will be subject to risks inherent in operating in foreign countries, including government regulations different from those we face domestically, currency restrictions and fluctuations, additional taxes and potential political and civil instability and unrest. Our ability to manage these issues could be affected by applicable U.S. laws and the need to protect our assets in those locations. Although we intend to take steps to mitigate these risks where possible, political, economic or social instability or other developments could make less developed countries less suitable for our expansion plans and may hurt our ability to operate in and contract with persons in such countries.

Further, our financial statements are denominated in U.S. dollars. As a result, factors associated with current and future international operations, including changes in foreign currency exchange rates, could significantly impair our results of operations or financial condition. For the year ended December 31, 2009 and the three months ended March 31, 2010, we generated approximately 17% and 15%, respectively, of our service revenue from our foreign operations. Exchange rate fluctuations between local currencies and the U.S. dollar create risk in several ways, including foreign currency translation risk related to our revenue and expenses of foreign operations being generally denominated in local currencies, and foreign currency transaction risk related to our foreign contracts that may be denominated in a currency other than the currency in which we incur expenses related to such contracts. In addition, as a result of our acquisitions of three CROs in Europe and one CRO in China during 2008 and 2009, we have increased our number of paid personnel in foreign countries significantly, and fluctuations in foreign currency exchange rates could increase our employee compensation expenses in those foreign countries accordingly. In the future, we may seek to limit these risks through exchange rate fluctuation provisions in our contracts, or by hedging our transaction risk with foreign currency exchange contracts or options. Despite these efforts, we may still experience fluctuations in financial results from our operations outside the United States, and we cannot assure investors that we will be able to favorably reduce our currency transaction risk associated with our contracts.

Proposed and future legislation or regulations may increase the cost of our business or limit our service offerings.

Federal, state or local authorities might adopt legislation or regulations that are more burdensome than existing regulations applicable to our business. For example, recent product safety concerns and the creation by the FDA of

13

the Drug Safety Oversight Board could change the regulatory environment for drug products including the process for FDA product approval and post-approval safety surveillance. These and other future changes in regulation could increase our expenses or limit our ability to offer some of our services.

We may be affected by recently enacted healthcare reform legislation.

In March 2010, the U.S. Congress enacted the Patient Protection and Affordable Care Act, which is intended over time to expand health insurance coverage and impose healthcare cost containment measures. This legislation may significantly impact the biopharmaceutical industry. Under this healthcare reform legislation, medical device manufacturers and biopharmaceutical companies will be subject to an excise tax in excess of $2 billion per year that escalates over time and will be allocated based on market share. In addition, the FDA is authorized to establish a process to regulate the approval of generic versions of biologic drugs. The imposition of excise taxes and a simplified approval process for biologic drugs could decrease the amount of money our clients can spend on our services, provide a disincentive to discover new biologic drugs, or otherwise decrease demand for our services. We are presently uncertain as to all of the effects the recently enacted legislation could have on our business and are unable to predict what legislative proposals will be adopted in the future, if any.

Healthcare reform legislation may also limit the profits that can be made from the development of new drugs. This could adversely affect research and development expenditures by the biopharmaceutical industry, which could in turn decrease the business opportunities available to us both in the United States and abroad. In addition, new laws or regulations may create a risk of liability, increase our costs or limit our service offerings.

Our business and our clients’ businesses are subject to extensive regulation, and our and their results of operations could be harmed if regulatory standards change significantly or if we fail to maintain compliance with regulations.

Laws and regulations regarding the development and approval of drug and biological products have become increasingly stringent in both the U.S. and foreign jurisdictions, resulting in a need for more complex and often larger clinical studies. Pharmaceutical and biologic products and medical devices to be used in humans are subject to rigorous regulation by the U.S. government—principally by the FDA, but also by the Federal Trade Commission and other agencies—and by foreign governments if products are tested or marketed abroad. Additional legislation or regulation governing the possession, use and dissemination of medical record information and other personal health information might require us to implement new security measures that require substantial expenditures or limit our ability to offer certain of our services. Further, a relaxation of the scope of regulatory requirements, such as the introduction of simplified marketing applications for pharmaceuticals and biologics, such as those made by generic drug manufacturers, could decrease the business opportunities available to us.

In addition, because we offer services relating to the conduct of clinical trials and the preparation of marketing applications, we are required to comply with applicable regulatory requirements governing, among other things, the design, conduct, performance, monitoring, auditing, recording, analysis and reporting of these trials. In the United States, the FDA governs these activities pursuant to the agency’s good clinical practice, or GCP, regulations. We have a limited history of inspection by the FDA. Our failure to maintain compliance with GCP or other applicable regulations could lead to a variety of sanctions, including, among other things, and depending on the nature of the violation and the type of product involved, the suspension or termination of a clinical study, civil penalties, criminal prosecution, debarment or prohibition from assisting in the submission of new drug applications, or NDAs. Although we recently underwent our first inspection for GCP compliance and received no observations of noncompliance, we cannot assure you that future inspections will not identify GCP or other violations that could subject us to FDA enforcement actions, including warning letters. In addition, we could be required to pay monetary damages to our clients in the event we are found not to have complied with GCP. While we monitor clinical trials to test for compliance with applicable laws and regulations in the United States and foreign jurisdictions in which we operate, and have adopted standard operating procedures that are designed to satisfy applicable regulatory requirements, our business spans multiple regulatory jurisdictions with varying, complex regulatory frameworks, and therefore we cannot assure investors that our systems will ensure compliance in every instance in the future. We could be forced to incur significant costs in complying with new regulations, and we may incur fines or damage to our reputation as a result of our failure to comply with any such regulations.

14

Our clinical research services create a risk of liability, and we could be required to pay damages or to bear the costs of defending any claim not covered by contractual indemnity.

Clinical research services performed by or on behalf of biopharmaceutical companies involve the testing of new drugs, biologics, and devices on human volunteers, and, if marketing approval is received for any of their drug, biologic and device candidates, their use by patients. This testing creates risks of liability for personal injury, sickness or death of patients resulting from their participation in the study. These risks include, among other things, unforeseen adverse side effects, improper application or administration of a new drug or device, and the professional malpractice of medical care providers. Many volunteer patients are already seriously ill and are at heightened risk of future illness or death. Clinical trial agreements between sponsors and investigators do not include us as a party, which may place us at a disadvantage in the allocation of risk and regulatory responsibility. Although we do not believe we are legally accountable for the medical care rendered by third party investigators, it is possible that, in the event of the personal injury or death of persons participating in clinical trials, we could be held liable for the claims and expenses arising from any professional malpractice of the investigators. We also could be held liable for errors or omissions in connection with the services we perform. While we believe our current insurance coverage is adequate, our business could be materially harmed if we were required to pay damages or bear the costs of defending any claim outside the scope of, or in excess of, the contractual indemnification provided by our agreements with our clients that is beyond the level or scope of insurance coverage in effect. Further, an indemnifying party may not fulfill its indemnification obligations to us or indemnification agreements may not enforced by a court in accordance with their terms, which would compromise our financial position.

We may not be able to manage our growth effectively.

We have experienced substantial revenue and employee growth over the last several years, and we believe that sustained growth may place a strain on our operational, human, and financial resources. To manage our growth, we must continue to improve operating and administrative systems and services and attract and retain qualified management, professional, scientific and technical operating personnel. We believe that maintaining and enhancing both our systems and personnel at reasonable costs are instrumental to our success. The nature and pace of our growth also introduces risks associated with quality control and client dissatisfaction due to potential delays in performance or other problems.

Our business depends significantly on the continued effectiveness of our information technology infrastructure, and failures of such technology could disrupt our operations.

To remain competitive, we must employ information technologies that capture, manage, and analyze the large streams of data generated during clinical trials in compliance with applicable regulatory requirements. In addition, because we provide services on a global basis, we rely extensively on technology to allow the concurrent conduct of studies and work sharing around the world. Any loss of communication services, such as telephone, e-mail, or internet service could compromise our ability to communicate with our clients and recruit clinical trial professionals. As with all information technology, our system is vulnerable to potential damage or interruptions from fires, blackouts, telecommunications failures, computer-related hardware and software failures and disruptions and other unexpected events, as well as to break-ins, sabotage, or intentional acts of vandalism. Any substantial disruption or resulting loss of data that is not avoided or corrected by backup measures could significantly disrupt our operations. While we carry business interruption insurance policies that we believe to be adequate, we might suffer losses as a result of business interruptions that exceed the coverage available under our insurance policies or for which the policies do not provide coverage.

We may face significant employment liability risk.

With many of our integrated solutions, we employ and place people at the physical workplaces of our clients. An inherent risk of such activity includes possible claims of errors and omissions, misuse or misappropriation of client proprietary information, misappropriation of funds, discrimination and harassment, failure to comply with applicable immigration laws and regulations, theft of client property, other criminal activity, and torts or other claims under traditional theories of employment liability or under co-employment or joint employment liability. We have policies and guidelines in place to reduce our exposure to such risks. However, failure of any employee or

15

personnel to follow these policies and guidelines may result in negative publicity, loss of client relationships and business, injunctive relief, or the payment of monetary damages or fines. Moreover, we could be held responsible for the actions at a workplace of persons not under our immediate control. To reduce our exposure, we also maintain insurance covering general liability, workers compensation claims, errors and omissions and employee theft. Due to the nature of our assignments, in which we have access to client information systems and confidential information, we may not be able to obtain insurance coverage in amounts adequate to cover any liability on our part on acceptable terms. In addition, we face various employment-related risks not covered by insurance, such as compliance with wage and hour laws and employment and withholding tax responsibilities, which if not complied with could result in significant financial penalties.

We are a holding company and derive substantially all of our cash flow from our subsidiaries.

We rely upon revenues and distributions from our subsidiaries to generate the funds necessary to meet our obligations. Our subsidiaries are separate and independent legal entities and have no obligation, contingent or otherwise, to make funds available to us, whether in the form of loans, dividends or otherwise. The ability of our subsidiaries to pay dividends to us is also subject to, among other things, the availability of sufficient funds in such subsidiaries and applicable state or foreign laws. Claims of creditors of our subsidiaries will generally have priority as to the assets of such subsidiaries over our claims and claims of our creditors and stockholders. In addition, we have pledged the ownership interests in ReSearch Pharmaceutical Services, LLC, our principal operating subsidiary, to a bank as security for our line of credit, and therefore, if we are in default of any of the provisions of our agreement for the line of credit, our bank could foreclose on the pledged ownership interests of ReSearch Pharmaceutical Services, LLC. If the bank were to foreclose on the pledged ownership interests, we would no longer be entitled to receive revenues or distributions from our U.S. operating subsidiaries.

Risks Related to This Offering

An active trading market for our common stock may not develop, and our stockholders may not be able to resell their stock at or above the current price.

There is currently no public market for shares of our common stock. Our common stock and warrants were previously listed on the London Stock Exchange’s AIM, until, at a special meeting of our stockholders and warrant holders on August 26, 2009, we received approval from the requisite percentage of our stockholders to delist our common stock from AIM. The warrant holders did not approve our proposal to delist our warrants from AIM. On September 4, 2009, our common stock was delisted from AIM and our nominated advisor resigned from its position and trading of our warrants on AIM was suspended. We did not appoint another nominated advisor within one month of the suspension of trading of our warrants and the listing of our warrants was cancelled on October 5, 2009. All of our unexercised warrants expired by their own terms on April 28, 2010.

The initial public offering price for our common stock in this offering will be determined through negotiations between us and the representative of the underwriters and may bear no relationship to the price at which our common stock will trade following the completion of this offering. Although we intend to apply to have our common stock listed on The NASDAQ Global Market, the listing of our common stock may not lead to investor interest, and an active trading market for our stock may never develop or may not be sustained following this offering. If an active market does not develop, it will be difficult or impossible for you to sell the shares of common stock you acquire in this offering without depressing the market price of our common stock or to sell your shares at all.

The trading price of the shares of our common stock is likely to be volatile, and purchasers of our common stock could incur substantial losses.

Our stock price is likely to be volatile. The stock market in general has experienced extreme volatility that has often been unrelated to the operating performance of particular companies. As a result of this volatility, investors may not be able to sell their common stock at or above the initial public offering price. The following factors, in

16

addition to the other risks described in this prospectus, may have a significant impact on the market price of our common stock:

•  variations in our operating results;

•  announcements of new services, new clients, strategic alliances or acquisitions by us or by our competitors;

•  political or regulatory developments, including the implementation of healthcare reform measures;

•  economic and market conditions in our industry and the industries of our clients;

•  the loss of any of our key personnel;

•  changes in financial estimates or recommendations by securities analysts;

•  sales of large blocks of our common stock; and

•  sales of our common stock by our executive officers, directors and significant stockholders.

Some or all of these factors may be beyond our control. In addition, material adverse changes in the market for companies in the biopharmaceutical and CRO industries could result in the loss of investor confidence. Fluctuations in our stock price may be even more pronounced in the trading market for our stock shortly following this offering. Securities class action litigation has often been instituted against companies following periods of volatility in the overall market and in the market price of a company’s securities. This litigation, if instituted against us, could result in very substantial costs and divert our management’s attention and resources.

We incur increased costs as a public company, which may strain our resources and adversely affect our operating results and financial condition.

As a public company since 2008, we incur significant accounting, legal and other expenses. We will continue to incur costs associated with our public company reporting requirements, since we will continue to be subject to the requirements of the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002 and other rules and regulations, and in addition, we will be subject to the requirements of NASDAQ after this offering. Our management and other personnel devote a substantial amount of time in an effort to comply with these and other public company requirements. Moreover, these rules and regulations will increase our legal and financial compliance costs and make some activities more time-consuming and costly. Further, these laws and regulations could make it more difficult or more costly for us to obtain certain types of insurance, including director and officer liability insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. The impact of these requirements could also make it more difficult for us to attract and retain qualified persons to serve on our Board of Directors, its committees or as executive officers.

We have been and will be required, pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting. This assessment will need to include disclosure of any material weaknesses identified by our management in our internal control over financial reporting. In addition, for the year ending December 31, 2010, we will be required to have our auditors issue an attestation report on the effectiveness of our internal controls. We are expending significant resources to develop the necessary documentation and testing procedures required by Section 404. We cannot be certain that the actions we are taking to improve our internal controls over financial reporting will be sufficient, or that we will be able to implement our planned processes and procedures in a timely manner.

If we are not the subject of securities or industry analyst reports, or if any securities analyst publishes unfavorable research about our business, our common stock or our industry sector, the price of our common stock could be negatively affected and trading volume could decline.

The trading market for our common stock will depend in part on the research and reports that securities or industry analysts publish about us or our business. We do not currently have and may never obtain research coverage by these analysts. There are many publicly traded companies that provide services to the biopharmaceutical industry, which may mean it will be less likely that we receive analysts’ coverage, which in turn could adversely affect the market price of our common stock. In addition, if a securities or industry analyst

17

downgrades the outlook for our stock or one of our competitors’ stocks, or if analysts cease to cover us or fail to publish regular reports on us, interest in the purchase of our common stock could decrease, which would cause the trading price of our common stock and trading volume to be negatively affected. Securities analysts may publish reports about our industry containing information that may affect the trading price of our common stock.

A substantial number of shares of our common stock will become eligible for resale by our existing stockholders in the public market following this offering, and substantial amounts of such sales may cause the trading price of our common stock to decline, even if our business is doing well.

Sales of substantial amounts of our common stock could occur at any time. If our stockholders sell, or the market perceives that our stockholders intend to sell, substantial amounts of our common stock in the public market following this offering, this may depress the market price of our shares and affect the value of your investment and also make it more difficult for us to raise capital in the future.

Following completion of this offering,          shares of our common stock will be outstanding, and          shares will be issuable upon the exercise of outstanding stock options. Of the          shares outstanding upon the completion of this initial public offering, the           shares sold pursuant to this prospectus will be freely tradable immediately without restriction, unless such shares are purchased by our affiliates (as such term is defined in Rule 144 under the Securities Act).

Our directors, executive officers and certain of our other existing stockholders have agreed to enter into lock-up agreements pursuant to which they have agreed not to sell shares of our common stock in the public market for a period of 180 days after the date of this prospectus, which lock-up period may be extended in certain circumstances. Upon expiration of the lock-up period, shares subject to such lock-up agreements will become freely tradable without limitation, unless held by our affiliates. The representative of the underwriters may also release the holders from the lock-up provisions at any time in its sole discretion, which would allow for earlier sales of shares in the public market. See “Shares Eligible for Future Sale—Lock-Up Agreements.”

Shares held by our affiliates will become eligible for resale pursuant to Rule 144 following the expiration of the lock-up period, subject to the volume and manner of sale restrictions set forth in Rule 144. In addition, we have filed a registration statement on Form S-8 which permits our current and former employees, including our directors and officers, to resell shares they have obtained upon exercise of options.

In addition, at any time after the expiration of the 90-day period beginning on the date of this prospectus, our existing stockholders will have the ability to require us to register shares of common stock for resale, subject to specified limitations. See “Shares Eligible for Future Sale—Registration Rights.”

We will have broad discretion in how we use the proceeds of this offering and we may not use them effectively, or we may use the proceeds in ways with which you disagree and in ways that may not yield a return on your investment.

We will have considerable discretion in applying the net proceeds of this offering. We anticipate that we will use the net proceeds we receive from this offering to further develop and expand of our service offerings globally, including, among other things, the acquisition and subsequent growth of businesses similar to ours in Europe and Asia, to repay existing debt under our revolving line of credit, and for working capital and general corporate purposes. Because of the number and variability of factors that determine our use of proceeds from this offering, our actual uses for the proceeds of this offering may vary substantially from our currently planned uses. Stockholders may not deem such uses desirable. In particular, in order to avoid regulation as an investment company under the Investment Company Act of 1940, as amended, and pending the use of the proceeds in the development and expansion of our business, we will be limited as to the ability to invest a substantial amount of our proceeds in assets other than cash items, such as cash, demand deposits with banks, shares of money market funds, government securities and certain certificates of deposit. Our short-term use of proceeds in this manner may not yield a significant return for our stockholders.

18

You will experience immediate dilution in the book value of the shares of common stock you purchase in this offering.

We expect the initial public offering price of our common stock to be substantially higher than the net tangible book value per share of our common stock. Therefore, after giving effect to the shares of common stock to be sold in this offering, the price per share that you pay will be higher than the book value of that share.

Based on an assumed initial public offering price of $      per share, which is the midpoint of the price range set forth on the cover page of this prospectus, you will experience immediate dilution of $      per share, representing the difference between our net tangible book value per share after giving effect to this offering and the assumed initial public offering price. In addition, purchasers of common stock in this offering will have contributed approximately     % of the aggregate price paid by all purchasers of our common stock but will own only approximately     % of our common stock outstanding after this offering.

In addition, as of March 31, 2010, we had outstanding stock options to purchase an aggregate of 2,954,081 shares of common stock with a weighted average exercise price of $2.07 per share. To the extent these outstanding options are exercised, there will be further dilution to investors in this offering.

We do not intend to pay dividends on shares of our common stock for the foreseeable future, and capital appreciation, if any, will be your sole source of gains.

We have never declared or paid any cash dividends on our common stock. We intend to use our earnings, if any, to fund the operation, development and growth of our business, and we do not anticipate paying any cash dividends in the foreseeable future. In addition, the agreement governing our current line of credit with a bank contains covenants that provide that we may not pay any dividends other than stock dividends during the term of the agreement. As a result, your potential gain from your investment in our common stock will be solely the capital appreciation, if any, of our common stock for the foreseeable future.

Our executive officers, directors and principal stockholders own a significant percentage of our stock and could exert significant influence over matters requiring stockholder approval, which may prevent new investors from influencing significant corporate decisions.

We anticipate that upon completion of this offering, our executive officers, directors and beneficial holders of 5% or more of our common stock will, together with their affiliates, beneficially own approximately     % of our common stock, or approximately     % if the underwriters exercise their over-allotment option in full. Accordingly, our executive officers, directors and principal stockholders and their affiliated entities will have control over most matters that require approval by our stockholders, including the election of directors and approval of significant corporate transactions. The interests of this group of stockholders may not coincide with our interests or those of other stockholders. Corporate action may be taken even if other stockholders, including those who purchase shares in this offering, oppose such action. This concentration of ownership might also have the effect of delaying or preventing a change of control of our company that other stockholders may view as beneficial.

Provisions of our corporate charter documents and Delaware law may have the effect of delaying or preventing attempts by our stockholders to change our management or an acquisition by a third party, and the market price of our common stock may be lower as a result.

Our certificate of incorporation and bylaws contain several provisions that may make it more difficult for a third party to acquire control of our company, even if such acquisition would be beneficial to our stockholders. For example, our certificate of incorporation authorizes our Board of Directors to issue up to 1,000,000 shares of “blank check” preferred stock and to attach special rights, including voting and dividend rights, to this preferred stock, in each case without stockholder approval. With these rights, preferred stockholders could make it more difficult for a third party to acquire us. In addition, our certificate of incorporation does not provide for cumulative voting in the election of directors and also provides for a staggered Board of Directors, whereby directors serve for three-year terms, with approximately one-third of the directors coming up for re-election each year. Having a staggered board makes it more difficult for a third party to obtain control of our Board of Directors through a proxy contest, which may be a necessary step in an acquisition of us that is not favored by our Board of

19

Directors. In addition, our stockholders are not entitled to remove directors other than by a majority vote and only for cause.

We are also subject to the anti-takeover provisions of Section 203 of the Delaware General Corporation Law, which regulates corporate acquisitions. Under these provisions, if anyone becomes an “interested stockholder,” we may not enter into a “business combination” with that person for three years without special approval, which could discourage a third party from making a takeover offer or tender offer for our stock and could delay or prevent a change of control or changes in our management. For the purposes of Section 203, “interested stockholder” means, generally, someone owning 15% or more of our outstanding voting stock or an affiliate of ours that owned 15% or more of our outstanding voting stock during the past three years, subject to certain exceptions as described in Section 203.

20

Cautionary Note Regarding Forward-Looking Statements and Industry Data

This prospectus contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties, many of which are beyond our control. Our actual results could differ materially and adversely from those anticipated in such forward-looking statements as a result of certain factors, including those set forth in the “Risk Factors” section of this prospectus. Important factors that may cause actual results, levels of activity, performance or achievements to differ from the information expressed or implied by these forward-looking statements include, but are not limited to:

•  adverse economic conditions in general and in the biopharmaceutical industry in particular;

•  future demand for our integrated solutions from the biopharmaceutical industry;

•  trends in research and development spending;

•  intense competition in the biopharmaceutical and CRO industries, including merger and acquisitions activity;

•  our ability to raise sufficient additional capital to operate our business;

•  lower than expected service revenue;

•  unexpected costs or other liabilities;

•  changes in laws, rules and regulations affecting our business and that of our clients;

•  our ability to predict our revenues, gross margin and operating income accurately;

•  expansion of our international operations;

•  our ability to manage our growth;

•  adverse results of any legal proceedings; and

•  our ability to attract or retain qualified personnel, including management, sales and marketing and scientific personnel.

The forward-looking statements are contained principally in the sections entitled “Prospectus Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business,” but are also contained elsewhere in this prospectus. All statements, other than statements of historical facts, included in this prospectus regarding our strategy, future operations, financial position, estimated revenue or losses, projected costs, prospects, current expectations, forecasts, and plans and objectives of management are forward-looking statements, and you should not place undue reliance on them. When used in this prospectus, the words “will,” “may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “could,” “should,” “would,” “project,” “predict,” “plan,” “objectives,” “goals,” “potential,” “continue,” “ongoing” and similar expressions, or negatives of these words, are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. All forward-looking statements speak only as of the date of this prospectus. Although we believe that our plans, intentions and expectations reflected in or suggested by the forward-looking statements in this prospectus are reasonable, we cannot assure you that these plans, intentions or expectations will be achieved. We do not undertake any obligation to update any forward-looking statements or other information contained in this prospectus, whether as a result of new information, future events or otherwise, except as required by federal securities laws.

Information regarding market and industry statistics contained in this prospectus is included based on information available to us that we believe is accurate as of the date of this prospectus. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications described above and the additional uncertainties accompanying any estimates of future market size, revenue and market acceptance of products and services. We undertake no obligation to update forward-looking information to reflect actual results or changes in assumptions or other factors that could affect those statements. See the “Risk Factors” section of this prospectus for a more detailed discussion of uncertainties and risks that may have an impact on our future results.

21

Use of Proceeds

We estimate that our net proceeds from the sale of shares of our common stock in this offering, after deducting underwriting discounts and commissions and offering expenses payable by us, will be approximately $      million, or $      million if the underwriters exercise their overallotment option in full, based upon an assumed initial public offering price of $      per share, which is the midpoint of the range set forth on the cover page of this prospectus. We will not receive any proceeds from the sale of shares by the selling stockholders.

A $1.00 increase or decrease in the assumed initial public offering price of $      per share would increase or decrease, as applicable, our net proceeds by $     , assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the underwriting discounts and commissions and our estimated offering expenses. A           share increase or decrease in the number of shares of common stock that we sell in this offering would increase or decrease, as applicable, our net proceeds by $     .

The primary purposes of this offering are to create a public market for our common stock, to facilitate future access to the public equity markets and to obtain additional capital. We anticipate that we will use the proceeds of this offering as follows:

•  to repay the outstanding principal and interest balance under our working capital line of credit; and

•  the remainder for additional working capital and general corporate purposes, including to promote the further development and expansion of our service offerings globally.

In addition, we may use a portion of the net proceeds to acquire complementary businesses or assets, although we currently have no agreements or commitments with respect to any acquisitions.

The anticipated uses of net proceeds from this offering represent our intentions based upon our current plans and business conditions. The amounts and timing of our actual expenditures may vary significantly depending on numerous factors, including the outstanding principal and interest balance under our working capital line of credit. Our working capital line of credit matures on October 31, 2012. It had a principal and interest balance of approximately $10.4 million at March 31, 2010 and bears interest at the Federal funds open rate plus 2%, or 4.75% at March 31, 2010. Our actual expenditures may also vary significantly depending on the extent to which we acquire or invest in businesses, assets, and technologies; the global market for our service offerings; cash flows from operations; the anticipated growth of our business; and any unforeseen or underestimated cash needs and other factors. As a result, our management will retain broad discretion over the allocation of the net proceeds from this offering.

Pending our use of the net proceeds of this offering, we intend to invest the net proceeds in short-term, interest-bearing, investment-grade liquid investments, such as demand deposits with banks, shares of money market funds, guaranteed obligations of the U.S. government and certificates of deposit.

Dividend Policy

We have never declared or paid any cash dividends on our common stock. We currently intend to retain any future earnings to finance the operation, development and expansion of our business and we do not anticipate paying any cash dividends in the foreseeable future. In addition, the agreement governing our line of credit provides that we may not pay any dividends other than stock dividends during the term of the agreement, which expires on October 31, 2012.

22

Capitalization

The following table sets forth our cash and cash equivalents, short-term debt and capitalization at March 31, 2010:

•  on an actual basis; and

•  on an as adjusted basis to give effect to our sale of           shares of common stock in this offering at an assumed initial public offering price of $      per share, which is the midpoint of the range set forth on the cover page of this prospectus, and our receipt of the estimated net proceeds after deducting underwriting discounts and commissions and offering expenses payable by us, and our use of a portion of the net proceeds to repay in full the outstanding balance under our working capital line of credit, which was $10.4 million as of March 31, 2010.

The as adjusted information below is illustrative only, and our capitalization following the completion of this offering will be adjusted based on the actual initial public offering price and other terms of this offering determined at pricing. You should read this table in conjunction with “Use of Proceeds,” “Selected Consolidated Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Description of Capital Stock” and our financial statements and related notes included elsewhere in this prospectus.

	As of March 31, 2010
	Actual			As Adjusted
	(unaudited)
	(in thousands, except per share data)
Cash and cash equivalents	$	2,835		$
Line of credit	$	10,412		$
Stockholders’ equity:
Common stock, $0.0001 par value: Authorized shares—150,000,000, issued and outstanding shares—37,278,352 actual;          as adjusted		4
Additional paid-in capital		45,746
Accumulated other comprehensive loss		(1,712	)
Retained earnings		587
Total stockholders’ equity		44,625
Total capitalization	$	55,037

Each $1.00 increase or decrease in the assumed initial public offering price of $      per share, which is the midpoint of the range set forth on the cover of this prospectus, would increase or decrease, as applicable, our as adjusted cash and cash equivalents, additional paid-in capital, total stockholders’ equity and total capitalization by $     , assuming that the number of shares offered by us, as set forth on the cover of this prospectus, remains the same. Assuming this initial public offering price per share, a           share increase or decrease in the number of shares of common stock that we sell in this offering would increase or decrease, as applicable, our as adjusted cash and cash equivalents, additional paid-in capital, total stockholders’ equity and total capitalization by $     .

The number of shares of our common stock outstanding in the table above does not include:

•  2,954,081 shares of common stock issuable upon the exercise of outstanding options as of March 31, 2010, with a weighted average exercise price of $2.07 per share;

•  1,357,179 shares of common stock issuable upon the exercise of outstanding warrants as of March 31, 2010, which warrants have expired without exercise; and

•  3,742,764 shares of common stock reserved for future issuance under our 2007 Equity Incentive Plan.

23

Dilution

If you invest in our common stock, your interest will be diluted to the extent of the difference between the initial public offering price per share of our common stock and the net tangible book value per share of our common stock immediately after this offering. Net tangible book value per share represents the amount of our total tangible assets less total liabilities, divided by the number of shares of common stock outstanding.

Investors participating in this offering will incur immediate and substantial dilution. Our net tangible book value was $26.4 million, or approximately $0.71 per share of common stock, at March 31, 2010. After giving effect to the sale by us of the           shares of common stock offered by us in this offering at an assumed initial public offering price of $      per share, which is the midpoint of the range set forth on the cover of this prospectus, and after deducting estimated underwriting discounts and commissions and estimated offering expenses, our as adjusted net tangible book value at March 31, 2010, would have been $      million, or approximately $      per share of common stock. This represents an immediate increase in net tangible book value of $      per share of common stock to our existing stockholders and an immediate dilution in net tangible book value of $      per share to the new investors purchasing shares in this offering at the assumed initial public offering price. We determine dilution to new investors participating in this offering by subtracting the net tangible book value per share after this offering from the amount of cash that a new investor paid for a share of common stock in this offering.

The following table illustrates this per share dilution:

Assumed initial public offering price per share			$
Net tangible book value per share at March 31, 2010	$	0.71
Net increase in tangible book value per share attributable to this offering
Net tangible book value per share after this offering
Dilution per share to new investors			$

The dilution information discussed above is illustrative only and will change based on the actual initial public offering price and other terms of this offering determined at pricing. The information in the preceding table has been calculated using an assumed initial public offering price of $      per share, which is the midpoint of the estimated price range set forth on the cover page of this prospectus. A $1.00 increase or decrease in the assumed initial public offering price per share would decrease or increase, as applicable, the net tangible book value per share of common stock after this offering by $      per share and increase or decrease, as applicable, the dilution per share of common stock to new investors in this offering by $      per share, in each case calculated as described above and assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same. Likewise, the information in the preceding table has been calculated assuming that we issue a number of shares of common stock in this offering equal to the number of shares appearing on the cover of this prospectus. A          share increase or decrease in the number of shares of common stock that we issue in this offering would decrease or increase, as applicable, the net tangible book value per share of common stock after this offering by $      per share and increase or decrease, as applicable, the dilution per share of common stock to new investors in this offering by $      per share, in each case calculated as described above and assuming an initial public offering price of $      per share.

24

The following table sets forth on the basis described above, as of March 31, 2010, the number of shares of common stock purchased or to be purchased from us, the total consideration paid or to be paid and the weighted average price per share paid or to be paid by existing holders of common stock, and by the new investors in this offering, at an assumed initial public offering price of $      per share, which is the midpoint of the estimated price range set forth on the cover page of this prospectus, and before deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

	Shares Purchased				Total Consideration				Weighted Average
	Number	Percent			Amount	Percent			Price per Share
Existing Stockholders				%	$			%	$
New Investors in this Offering
Total			100	%	$		100	%

The discussion and tables above assume no exercise of the underwriters’ overallotment option. If the underwriters’ overallotment option is exercised in full:

•  The number of shares of common stock held by existing stockholders will represent     % of the total number of shares of common stock to be outstanding after this offering and the number of shares of common stock held by new investors participating in this offering will represent     % of the total number of shares of common stock to be outstanding after this offering; and

•  Our net tangible book value at March 31, 2010 would have been $      million, or $      per share of common stock, representing an immediate increase in net tangible book value of $      per share of common stock to our existing stockholders and an immediate dilution of $      per share to new investors participating in this offering.

As of March 31, 2010, there were options outstanding to purchase 2,954,081 shares of our common stock, with exercise prices ranging from $0.37 to $5.05 per share and a weighted average exercise price of $2.07 per share. The tables and calculations above assume that those options have not been exercised. To the extent outstanding options are exercised, you would experience further dilution if the exercise price is less than our net tangible book value per share. If all of the outstanding options as of March 31, 2010 had been exercised, our net tangible book value would have been $      per share of common stock, net tangible book value after this offering would be $      per share of common stock and dilution in net tangible book value to new investors in this offering would be $      per share of common stock. In addition, if all of the outstanding options as of March 31, 2010 were so exercised as of such date, before deducting underwriting discounts and commissions and our estimated offering expenses, (i) existing stockholders would have purchased           shares representing     % of the total shares for $     , or approximately     % of the total consideration paid, with an average price per share of $      and (ii) using an assumed public offering price of $      per share, shares purchased by new stockholders in this offering would represent approximately     % of the total shares for approximately $     , or approximately     % of the total consideration paid.

If we grant options, warrants, preferred stock, or other convertible securities or rights to purchase our common stock in the future with exercise prices below the initial public offering price, new investors will incur additional dilution upon exercise of such securities or rights.

25

Price Range of Our Common Stock

Our common stock is not currently traded on any established public trading market. Our common stock, along with warrants to purchase common stock that have since expired, were traded on the Alternative Investment Market of the London Stock Exchange, or AIM, under the symbols “RPSE” for our common stock and “RPSW” for our warrants until September 5, 2009 and October 4, 2009, respectively. At a special meeting of stockholders and warrant holders on August 26, 2009, we received approval from the requisite percentage of our stockholders to delist our common stock from AIM. The warrant holders did not approve our proposal to delist our warrants from trading on AIM. Upon the date of delisting of our common stock from AIM, our nominated advisor resigned from its position, and the trading of our warrants on AIM was suspended. We did not appoint another nominated advisor within one month after the suspension of our warrants from trading on AIM, and as a result the listing of our warrants on AIM was cancelled on October 4, 2009. Due to the limited quotations of our common stock and warrants on AIM while listed, AIM was not considered an established public trading market under U.S. securities laws.

As of June 14, 2010, there were approximately 101 record holders of our common stock. Because some of our common stock may be held by brokers and other institutions on behalf of stockholders, we are unable to estimate the total number of beneficial holders represented by these record holders.

The initial public offering price for the common stock being offered by this prospectus will be determined by negotiation between us and the underwriters based on a number of factors which are described in “Underwriting.”

26

Selected Consolidated Financial Data

The following tables set forth certain of our selected historical consolidated financial data and should be read together with our consolidated financial statements and related notes to those statements, as well as “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” each included elsewhere in this prospectus. We have derived the consolidated statement of operations data for each of the years ended December 31, 2007, 2008 and 2009 and the consolidated balance sheet data as of December 31, 2008 and 2009 from our audited consolidated financial statements included elsewhere in this prospectus. We have derived the consolidated statement of operations data for each of the years ended December 31, 2005 and 2006 and the balance sheet data as of December 31, 2005, 2006 and 2007 from our audited consolidated financial statements not included in this prospectus. We have derived the consolidated statement of operations data for the three months ended March 31, 2009 and March 31, 2010 and the consolidated balance sheet data as of March 31, 2010 from our unaudited consolidated financial statements included in this prospectus. These interim financial statements reflect all adjustments, consisting of normal recurring adjustments, which are necessary in the opinion of management to present fairly our consolidated financial position and results of operations for the interim periods. Our historical financial results are not necessarily indicative of financial results that may be expected in future periods, and our financial results for any interim period are not necessarily indicative of financial results that may be expected for a full fiscal year.

A description of the merger between Old RPS and Cross Shore in August 2007 and the accounting treatment thereof is further described in Note 2 to our consolidated financial statements, beginning on page F-8 of this prospectus.

															Three Months
	Year Ended December 31,														Ended March 31,
	2005			2006			2007			2008		2009			2009			2010
															(unaudited)
	(in thousands, except per share data)
Consolidated Statement of Operations Data:
Service revenue	$	62,799		$	84,418		$	120,459		$	156,967	$	200,472		$	45,259		$	58,005
Reimbursement revenue		8,074			10,273			13,924			18,086		23,696			5,035			6,706
Total revenue		70,873			94,961			134,383			175,052		224,168			50,294			64,710
Direct costs		45,744			61,365			87,650			117,707		145,209			33,219			42,422
Reimbursable out-of-pocket costs		8,074			10,273			13,924			18,086		23,696			5,035			6,706
Selling, general, and administrative expenses		16,747			19,070			26,787			31,290		44,798			10,045			12,397
Depreciation and amortization		864			901			1,144			1,750		3,723			796			1,270
Income (loss) from operations		(556	)		3,082			4,879			6,219		6,742			1,198			1,916
Interest and other income (expense), net		(1,127	)		(1,245	)		(5,786	)		42		(562	)		(74	)		(199	)
Income (loss) before provision for income taxes		(1,683	)		1,837			(907	)		6,261		6,180			1,124			1,717
Provision for income taxes		—			45			1,508			2,518		3,559			621			1,789
Net income (loss)		(1,683	)		1,792			(2,415	)		3,743		2,620			503			(73	)
Accretion of preferred stock		(485	)		(485	)		(321	)		—		—			—			—
Net income (loss) applicable to common shares	$	(2,168	)	$	1,307		$	(2,736	)	$	3,743	$	2,620		$	503		$	(73	)
Net income (loss) per common share:
Basic	$	(0.39	)	$	0.24		$	(0.19	)	$	0.11	$	0.07		$	0.01		$	(0.00	)
Diluted	$	(0.39	)	$	0.08		$	(0.19	)	$	0.11	$	0.07		$	0.01		$	(0.00	)
Weighted average number of shares outstanding
Basic		5,506			5,502			14,573			32,617		37,003			36,746			37,278
Diluted		5,506			15,484			14,573			34,103		38,071			37,892			37,278

27

													As of
	As of December 31,												March 31,
	2005			2006			2007		2008		2009		2010
							(in thousands)						(unaudited)
Consolidated Balance Sheet Data:
Cash and cash equivalents	$	540		$	197		$	11,060	$	6,565	$	3,468	$	2,835
Working capital		4,351			6,603			31,355		24,608		21,601		21,665
Total assets		17,983			26,124			50,419		87,089		96,261		92,193
Line of credit		4,840			8,992			—		7,500		9,566		10,412
Capital lease obligations		73			21			950		1,555		804		711
Long-term debt		3,980			4,165			—		—		—		—
Redeemable convertible preferred stock		7,517			8,002			—		—		—		—
Total stockholders’ equity (deficit)		(5,788	)		(4,350	)		30,429		42,282		46,306		44,625

28

Management’s Discussion and Analysis of
Financial Condition and Results of Operations

You should read the following discussion and analysis of our financial condition and results of operations together with the “Selected Consolidated Financial Data” section of this prospectus and our audited and unaudited consolidated financial statements and the related notes to those statements that appear elsewhere in this prospectus. In addition to historical information, this discussion contains forward-looking statements reflecting our current plans, estimates, beliefs and expectations that involve risks and uncertainties. Actual results may differ materially from those discussed or anticipated in these forward-looking statements due to a number of important factors, including those set forth in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements and Industry Data” and elsewhere in this prospectus.

Introduction

Management’s discussion and analysis of financial condition, changes in financial condition and results of operations is provided as a supplement to the accompanying consolidated financial statements and notes to help provide an understanding of our financial condition and results of operations. This discussion is organized as follows:

•  Overview. This section provides a general description of our business, the components of our operating results and anticipated trends that we expect to affect our financial condition and results of operations.

•  Critical Accounting Policies and Estimates. This section discusses accounting policies that we consider to be important to our financial condition and results of operations, require significant judgment or require estimates on our part in applying them. Our significant accounting policies, including those we consider to be critical accounting policies, are discussed in Note 2 to the accompanying consolidated financial statements.

•  Results of Operations. This section provides an analysis of our results of operations for the three months ended March 31, 2010 and 2009 and for the three years in the period ended December 31, 2009.

•  Liquidity and Capital Resources. This section provides an analysis of our cash flows for the three months ended March 31, 2010 and 2009 and the three years in the period ended December 31, 2009, as well as a discussion of our capital requirements and the resources available to us to meet those requirements.

Overview

We are a global, next-generation CRO providing a broad range of clinical development solutions and services to biopharmaceutical companies. Our services support the design, initiation and management of our clients’ clinical trials programs that are required to obtain regulatory approval to market biopharmaceutical products.

We offer a comprehensive suite of outsourced solutions focused on Phases II through IV of the clinical development process, which encompasses late-stage and post-marketing clinical trials. We provide our services both as integrated solutions within a client’s internal clinical development operations, with an ability to work across multiple clinical trials, product candidates and clinical development functions, and on a more traditional project basis. We also offer hybrid solutions combining our integrated and project-based offerings. Our flexible model enables us to tailor our services to the differing needs of small, mid-sized, and large biopharmaceutical companies. We believe that the combination of our clinical expertise and our extensive personnel resourcing capabilities enables us to achieve cost savings, improvements in the quality of clinical trial execution and accelerated clinical timelines on behalf of our clients.

International Expansion and Acquisitions

We began our investment in global expansion in 2005 through 2007 with the opening of international offices in Canada, Mexico, Argentina, Brazil, Colombia and Chile. In December 2008, we completed the acquisition of three CROs located in France, Germany, and Spain, and in July 2009, we completed the acquisition of Paramax International Inc., a CRO located in China. We have accounted for each of these acquisitions as a purchase, and, accordingly, the results of operations of the acquired company have been included in our consolidated financial

29

statements commencing on the dates of the respective acquisitions. We believe that these acquisitions provide us with further expansion opportunities in Europe and the Asia-Pacific region and complement our operations in North America and Latin America. We expect that our international expansion will enable us to meet the growing global needs of our clients in the rapidly expanding market for integrated clinical research services.

Merger with Cross Shore and Basis of Presentation

Our predecessor company, Old RPS, merged with and into a wholly owned subsidiary of Cross Shore. As a result of the merger, Old RPS became a limited liability company organized under the laws of Delaware under the name Research Pharmaceutical Services, LLC and Cross Shore changed its name to ReSearch Pharmaceutical Services, Inc. We are now a holding company for, and conduct all of our operations through, our wholly owned subsidiary, Research Pharmaceutical Services, LLC. When we discuss our business and our financial results throughout this prospectus, we are referring to Old RPS for periods prior to August 30, 2007 and to our combined company for periods after that date.

The merger between Old RPS and Cross Shore was accounted for under the purchase method of accounting as a reverse acquisition in accordance with GAAP. Under this method of accounting, Cross Shore was treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the merger was treated as the equivalent of Old RPS issuing stock for the net assets of Cross Shore, which amounted to $50.6 million and consisted of cash and investments of $51.3 million, $600,000 of other assets, and $1.3 million of accrued transaction fees. The purchase price was allocated to the assets acquired and liabilities assumed based upon their respective fair values as of the date of the merger. All operating results shown in our financial statements for periods prior to August 30, 2007, the date of the merger, reflect solely the operations of Old RPS.

Components of Operating Results

•  Service Revenue. We derive our service revenue from contracts with biopharmaceutical companies under which we provide clinical development services. Many of our contracts with our clients are based on fixed hourly or monthly fees per professional, plus reimbursable expenses. Some of our contracts are for a flat fee, subject to fixed or formulaic inflation adjustments. In addition, certain of our contracts are units-based contracts, whereby revenues are recognized based on the units completed multiplied by the applicable contract per-units price. Some of our fees are contractually capped. In some cases, our contracts contain provisions providing for increased discounts as the fees increase. In cases where the contracts are set at a fixed price, we generally bear the cost of overruns, but we benefit if the costs are lower than we anticipated. Contracts may range in duration from a few months to several years or longer depending on the nature of the services we provide. In some cases, a portion of the contract fee is paid at the time the study or trial is started, with the balance of the contract fee payable over the course of the study.

Many of our contracts may be terminated by the client either immediately or upon short notice, typically 30 to 120 days. In the case of early termination, these contracts typically require payment to us of expenses to wind down a program and payment of our fees earned to date.

Our backlog consists of anticipated service revenue from executed contracts that either have not started but are anticipated to begin in the near future, or are in process and have not been completed. Amounts included in backlog represent anticipated future service revenue, excluding revenues that have been recognized previously, and have been adjusted for foreign currency fluctuations. Once contracted work begins, service revenue is recognized over the life of the contract. We do not include potential reimbursement revenue or investigator fees in our backlog. We cannot assure investors that we will fully realize our entire backlog in the future or at a rate consistent with historic levels.

For the years ended December 31, 2007, 2008 and 2009, our service revenue was $120.5 million, $157.0 million and $200.5 million, respectively. We expect that our service revenue will increase as we continue to expand our operations.

•  Reimbursement Revenue and Reimbursable Out-of-Pocket Costs. Under our service contracts, we receive reimbursements for our out-of-pocket expenses from the client. We account for expense reimbursements as revenue in the statement of operations. We also record an equal amount of offsetting expense in the

30

statement of operations, characterized as reimbursable out-of-pocket costs, in each period. We exclude fees paid to clinical investigators from our reimbursement revenue and our reimbursable out-of-pocket expenses because these fees are funded from our clients’ restricted cash and are recorded on a “pass-through basis” without risk or reward to us.

•  Direct Costs. Direct costs consist of amounts necessary to carry out our revenue-generating activities, including direct labor and related benefits charges. Direct cost levels are correlated with changes in our service revenue levels. As our revenues increase, we expect that our direct costs will also increase, although we aim to reduce direct costs as a percentage of our service revenue as we increase operational efficiencies.

•  Selling, General and Administrative Expense. Selling, general and administrative expense, or SG&A, consists primarily of administrative payroll and related benefit charges, stock-based compensation expense, sales, advertising and promotional expenses, recruiting and relocation expenses and overhead costs such as information technology and rent expense. We expect that SG&A will continue to increase in absolute dollars, although we expect that such expenses will decline as a percentage of our service revenue as we leverage our revenue growth and existing infrastructure.

•  Depreciation and Amortization. Depreciation represents the depreciation charged on our fixed assets. We record depreciation using the straight-line method, based on estimated useful lives of one to seven years. Amortization expense consists of amortization costs recorded on identified finite-lived intangible assets, acquired in our international acquisitions, on a straight-line method over their estimated useful lives. We expect that our depreciation and amortization expense will increase to the extent that we continue to make additional investments in our global expansion.

•  Interest Income (Expense). Interest income represents interest earned on our cash and cash equivalents. Interest expense consists primarily of the interest accrued on outstanding borrowings under our lines of credit with commercial banks.

•  Income Tax Expense. Income tax expense consists of U.S. federal, state and foreign income taxes. We are required to pay income taxes in jurisdictions in which we have operations and in certain foreign jurisdictions.

Critical Accounting Policies and Estimates

Our consolidated financial statements are prepared in accordance with GAAP, which requires our management to make estimates and assumptions about future events that affect the amounts reported in the financial statements and the accompanying notes. Actual results could differ from these estimates. Our significant accounting policies are also discussed in Note 2 to the audited financial statements beginning on page F-1 of this prospectus. The following discussion highlights what we believe to be the critical accounting policies and judgments made in the preparation of these consolidated financial statements.

Revenue and Cost Recognition

Our service revenue is derived from fee-for-service contracts, some of which are fixed price contracts. We recognize revenues and the related direct costs of fee-for-service contracts in the period in which services are performed. We recognize fixed price contract revenue on a proportional performance basis based on the rate that costs incurred to date bear to estimated total costs at completion. We also recognize revenue under units-based contracts by multiplying units completed by the applicable contract per-unit price. We recognize revenue related to contract modifications when realization is assured and the amounts are reasonably determinable. We make adjustments to contract estimates in the periods in which the facts that require the revisions become known. When the revised estimate indicates a loss, the loss is provided for in the financial statements during that period. Deferred revenue represents amounts billed to clients in excess of revenues recognized.

Income Taxes

We account for income taxes using the asset and liability approach, which requires that deferred tax assets and liabilities be recognized using enacted tax rates for the effect of temporary differences between the book and tax bases of recorded assets and liabilities. This approach also requires that deferred tax assets be reduced by a

31

valuation allowance if it is more likely than not that some portion or the entire deferred tax asset will not be realized. We evaluate whether our deferred tax assets are realizable on an ongoing basis by assessing the valuation allowance and by adjusting the amount of such allowance, if necessary. The factors used to assess the likelihood of realization include our forecast of future taxable income and available tax planning strategies that could be implemented to realize the net deferred tax assets. Failure to achieve forecasted taxable income might affect the ultimate realization of the net deferred tax assets.

Effective January 1, 2007, we adopted Financial Accounting Standards Board, or FASB, guidance related to accounting for uncertainty in income taxes. This authoritative interpretation clarified and standardized the manner by which companies are required to account for uncertain income tax positions. Under this guidance, we may recognize the tax benefit from an uncertain tax position only if it is more likely than not to be sustained upon examination based on the technical merits of the position. The amount of the accrual for which an exposure exists is measured as the largest amount of benefit determined on a cumulative probability basis that we believe is more likely than not to be realized upon ultimate settlement of the position.

Our annual provision for income taxes and the determination of the resulting deferred tax assets and liabilities involve a significant amount of our management’s judgment. Management’s judgments, assumptions and estimates relative to the current provision for income tax take into account current tax laws, our interpretation of current tax laws and possible outcomes of current and future audits conducted by foreign and domestic tax authorities. We operate within federal, state and international taxing jurisdictions and we are subject to audit in those jurisdictions. These audits can involve complex issues, which may require an extended period of time to resolve.

Stock-Based Compensation

FASB guidance requires all stock-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values as of the date of grant. This guidance requires that an entity measure the cost of equity-based service awards based on the grant-date fair value of the award and then recognize the cost of the award over the vesting period during which the employee is required to provide services to earn the award.

We estimated the weighted-average fair value of the options granted during the year ended December 31, 2007, 2008 and 2009 to be $1.70, $1.96 and $0.87 per share, respectively, and the weighted-average fair value of options granted during the three months ended March 31, 2009 and 2010 to be $0.85 and $1.49 per share, respectively, using the Black-Scholes option-pricing model with the following assumptions, which are based upon our history or industry comparative information:

										Three Months Ended
	Year Ended December 31,									March 31,
	2007			2008			2009			2009			2010
Expected dividend yield		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%
Expected volatility		52	%		50	%		50	%		50	%		50	%
Risk-free interest rate		3.34	%		3.01	%		2.19	%		1.67	%		2.28	%
Expected life		6 years			6 years			6 years			6 years			6 years

Prior to August 30, 2007, our common stock was not publicly traded, and the expected volatility was calculated as of each grant date based on an alternative method, or calculated value. As of August 30, 2007, our common stock and warrants to purchase our common stock were listed on the Alternative Investment Market of the London Stock Exchange, or AIM, although we continued to utilize the calculated value for expected volatility because a sufficient level of history as a publicly traded company was not available.

In September and October 2009, in anticipation of a potential listing in the United States, we delisted our common stock and warrants from AIM, respectively, and our common stock and warrants are no longer publicly traded. Accordingly, we will continue to use the calculated value in connection with our stock-based awards as long as our stock is not listed on a national securities exchange. We have identified similar public entities for which share price information is available, and we have considered the historical volatility of these entities’ share prices in determining our estimated expected volatility. We used the average volatility of these guideline companies over a

32

six-year period, consistent with the expected term calculated pursuant to FASB guidance. From August 30, 2007 through the September 2009 AIM delisting date, we utilized our quoted stock price on the AIM as the sole determinant of the fair value of our common stock. Subsequent to the AIM delisting date, we estimate the fair value of our common stock using the market and income valuation approaches, with the assistance of a valuation consultant.

For the years ended December 31, 2007, 2008 and 2009 and the three months ended March 31, 2009 and 2010, stock-based compensation expense amounted to $212,000, $569,000, $597,000, $155,000 and $145,000, respectively. We recognize the compensation expense of such share-based service awards on a straight-line basis. Total compensation cost of options granted but not yet vested as of March 31, 2010 was $556,000, net of estimated forfeitures, which is expected to be recognized over the weighted average remaining vesting period of 1.7 years.

Valuation of Long-lived Assets

Intangible assets consist primarily of non-compete agreements, customer contracts and lists, brand names and goodwill. The majority of the intangible asset balances consist of intangible assets acquired from our European acquisitions in 2008 and the Paramax acquisition in 2009. We amortize finite-lived intangible assets on a straight-line basis over the following periods: Customer lists—three to five years, brand names—two years, and non-compete agreements—three to six years. Goodwill represents the excess of the cost over the fair value of net assets acquired in a business combination. If we determine that the carrying value of definite lived long-lived assets may not be recoverable based upon the existence of one or more indicators of impairment, we perform an undiscounted cash flow analysis to determine if impairment exists. If impairment exists, we measure the impairment based on the difference between the asset’s carrying amount and its fair value. Goodwill is tested for impairment on an annual basis as of October 1 of each year and more frequently if an event occurs or circumstances change that would more likely than not reduce our fair value below the carrying value. If our fair value is less than the carrying value, goodwill may be impaired, in which case we write it down to the estimated fair market value, if necessary.

Results of Operations

Three Months Ended March 31, 2010 Compared to the Three Months Ended March 31, 2009

Revenues. Service revenue increased by $12.7 million, or 28.2%, to $58.0 million for the three months ended March 31, 2010 from $45.3 million for the three months ended March 31, 2009 as we generated additional business from existing and new clients. The majority of the increase is related to the continued build from existing contracts with several biopharmaceutical companies that use our integrated programs. Service revenue from integrated programs for the three months ended March 31, 2010 grew 24.7% over the comparable prior period, and accounted for 59.9% of our total service revenue and accounted for approximately 55% of our revenue growth for the three months ended March 31, 2010 over the prior year period. The remaining 45% of our revenue growth for the three months ended March 31, 2010 over the prior year period was the result of new project awards and growth in our hybrid and traditional project-based offerings from our clients worldwide.

Reimbursement revenue and offsetting reimbursable out-of-pocket costs fluctuate from period to period due primarily to the level of pass-through expenses in a particular period. Reimbursement revenue and reimbursable out-of-pocket costs increased by $1.7 million, or 33.2%, to $6.7 million during the three months ended March 31, 2010 from $5.0 million during the three months ended March 31, 2009. The increase is due primarily to an increase in the number of programs for which we provide our various services.

Direct Costs. Direct costs increased by $9.2 million, or 27.7%, to $42.4 million for the three months ended March 31, 2010 as compared to $33.2 million for the three months ended March 31, 2009. As a percentage of service revenue, direct costs decreased from 73.4% to 73.1% between periods. Although the increase in direct costs is directly correlated with the increase in revenues as described above, the improvement in direct costs as a percentage of service revenue was the result of increased labor efficiencies that we have implemented.

Selling, general and administrative expenses. SG&A increased by $2.4 million, or 23.4%, to $12.4 million for the three months ended March 31, 2010, from $10.0 million for the three months ended March 31, 2009. As a

33

percentage of service revenue, however, SG&A decreased from 22.2% to 21.4% between periods. The overall increase in SG&A was primarily the result of our investment in infrastructure related to our European acquisitions and the Paramax acquisition and an increase in the number of corporate personnel to support our expanded operations. Employee-related costs, including new salaries, health benefits and payroll taxes, increased to $7.6 million for the three months ended March 31, 2010 as compared to $6.0 million for the three months ended March 31, 2009. We also incurred an increase of $759,000 in professional fees, office expenses and license fees compared to the three months ended March 31, 2009, and an increase in rent and travel expense to $1.3 million for the three months ended March 31, 2010 as compared to $1.2 million for the three months ended March 31, 2009, as a result of our expanded global operations.

Depreciation and amortization expense. Depreciation and amortization expense increased by $474,000, or 59.5%, to $1.3 million for the three months ended March 31, 2010, as compared to $796,000 for the three months ended March 31, 2009. The increase was due primarily to an increase in our depreciable asset base and the amortization of intangible assets related to the Paramax acquisition.

Income from operations. As a result of the revenue and expense changes described above and our leverage of fixed costs across our larger revenue base, our income from operations increased by $718,000, or 60.0%, to $1.9 million for the three months ended March 31, 2010 as compared to $1.2 million for the three months ended March 31, 2009.

Interest expense. Interest expense increased by $96,000, or 73.2%, to $226,000 for the three months ended March 31, 2010, as compared to $131,000 for the three months ended March 31, 2009. The increase was due to an increase in borrowings on our line of credit.

Interest income. We received interest income of $74,000 during the three months ended March 31, 2009 from our interest-bearing cash balances during that period. We did not recognize any interest income during the three months ended March 31, 2010 due to a decrease in the level of investable cash on hand throughout the period.

Other income. We recorded other income of $27,000 during the three months ended March 31, 2010 as a result of favorable foreign currency fluctuations impacting our Latin American operations, as compared to other expense of $17,000 from such currency fluctuations during the three months ended March 31, 2009.

Provision for income taxes. The provision for income taxes for the three months ended March 31, 2010 increased by $1.2 million, to $1.8 million, as compared to a provision of $621,000 for the three months ended March 31, 2009. The increase in the provision was due to an increase in taxable income in the United States during the period, as well as an increase in our overall effective tax rate. Our effective tax rate increased because we do not record a tax benefit for any net operating losses generated in our foreign subsidiaries, as we may not realize the tax benefit of those operating losses.

Net income (loss). As a result of the factors discussed above, we incurred a net loss of $73,000, or $0.00 per basic and diluted share, for the three months ended March 31, 2010, as compared to net income of $503,000, or $0.01 per basic and diluted share, for the three months ended March 31, 2009.

Year Ended December 31, 2009 Compared to the Year Ended December 31, 2008

Revenues. Service revenue increased by $43.5 million, or 27.7%, to $200.5 million for 2009 from $157.0 million for 2008 as we generated additional business from existing and new clients. The $43.5 million increase in revenue was related to significant new contracts and the continued growth of existing contracts, including growth in the revenue attributable to our integrated solutions of $22.1 million or 50.8% of the increase in service revenue, and $21.4 million, or 49.2% of the increase in service revenue, from the European acquisitions and the Paramax acquisition. Service revenue from our integrated solutions for the year ended December 31, 2009 grew 24.7% over the comparable prior period, and accounted for $123.6 million, or 61.6%, of our total service revenue for the year ended December 31, 2009, as compared to growth in revenue from our integrated solutions of 16.1% for the period ended December 31, 2008 over the comparable prior period, which accounted for $99.1 million, or 63.2%, of total service revenue for the year ended December 31, 2008.

Reimbursement revenue and reimbursable out-of-pocket costs increased by $5.6 million, or 31.0%, to

34

$23.7 million in 2009 from $18.1 million in 2008. The increase was due primarily to an increase in the number of programs for which we provide our various services.

Direct Costs. Direct costs increased by $27.5 million, or 23.4%, to $145.2 million for 2009, as compared to $117.7 million for 2008. As a percentage of service revenue, direct costs decreased from 75.0% to 72.4% between years. Although the increase in direct costs was directly correlated with the increase in revenues, the improvement in direct costs as a percentage of service revenue was the result of increased labor efficiencies.

Selling, general and administrative expenses. SG&A increased by $13.5 million, or 43.2%, to $44.8 million from $31.3 million for 2008. As a percentage of service revenue, SG&A increased from 19.9% to 22.3% between years. Growth in SG&A expenditures outpaced revenue growth primarily as a result of our investment in infrastructure related to our European acquisitions and the Paramax acquisition, which included an increase in the number of corporate personnel to support our expanded operations. Employee-related costs, such as new salaries, health benefits and payroll taxes, increased to $25.9 million for the year ended December 31, 2009 as compared to $18.8 million for the year ended December 31, 2008. We also incurred a $1.9 million increase in rent and travel expense to $5.4 million for the year ended December 31, 2009, as compared to $3.5 million for the year ended December 31, 2008, as a result of expanded international operations.

Depreciation and amortization expense. Depreciation and amortization expense increased by $2.0 million, or 112.7%, to $3.7 million for 2009, as compared to $1.8 million for 2008. The increase was due primarily to the amortization of intangibles related to the European acquisitions and the Paramax acquisition.

Income from operations. As a result of the revenue and expense changes described above and our additional leveraging of fixed costs across a larger revenue base, our income from operations increased by $523,000, or 8.4%, to $6.7 million for 2009, as compared to $6.2 million for 2008.

Interest expense. Interest expense increased by $422,000, or 186.4%, to $650,000 for 2009, as compared to $227,000 for 2008. The increase was due to the interest expense incurred on the higher average outstanding balance on our line of credit.

Interest income. Interest income increased by $246,000, or 84%, to $539,000 during the year ended December 31, 2009 from $293,000 during 2008. The increase was due to an increase in the level of our interest-bearing cash balances during 2009 as compared to 2008.

Other expense. We recorded other expense of $452,000 during the year ended December 31, 2009 due to adverse foreign currency fluctuations impacting our Latin American operations in Brazil and Colombia.

Provision for income taxes. The provision for income taxes for 2009 increased by $1.1 million to $3.6 million, as compared to $2.5 million for 2008. The increase in the provision was due to both an increase in taxable income in the United States during the year, as well as an increase in the overall effective tax rate. The effective tax rate increased as we are not recording a tax benefit for net operating losses generated in certain foreign subsidiaries, since we may not realize the tax benefit of these operating losses.

Net income. As a result of the factors discussed above, our net income for 2009 decreased to $2.6 million, or $0.07 per basic and diluted share, from net income of $3.7 million, or $0.11 per basic and diluted share, for 2008.

Year Ended December 31, 2008 Compared to the Year Ended December 31, 2007

Revenues. Service revenue increased by $36.5 million, or 30.3%, to $157.0 million for 2008 from $120.5 million for 2007 as we generated additional business from existing and new clients. The majority of the increase was related to significant new contracts and the continued growth of existing contracts with several pharmaceutical companies for which we provide our integrated solutions. Service revenue from providing our integrated solutions for the year ended December 31, 2008 grew 56.3% over the comparable prior period, and accounted for $99.1 million or 63.2% of our total service revenue for the year ended December 31, 2008, as compared to growth in revenue from our integrated solutions of 181.1% for the period ended December 31, 2007 over the comparable prior period, which accounted for $63.4 million or 53.2% of total service revenue for the year ended December 31, 2007.

Reimbursement revenue and reimbursable out-of-pocket costs increased by $4.2 million, or 29.9%, to

35

$18.1 million in 2008 from $13.9 million in 2007. The increase was due primarily to an increase in the number of programs for which we provided our various services.

Direct Costs. Direct costs increased by $30.0 million, or 34.3%, to $117.7 million for 2008, as compared to $87.7 million for 2007. As a percentage of service revenue, direct costs increased from 72.8% to 75.0% between years. The increase in direct costs was directly correlated with the increase in revenues, and the increase in direct costs as a percentage of service revenue was the result of providing service offerings that tend to increase direct costs as a percentage of revenue.

Selling, general and administrative expenses. SG&A increased by $4.5 million, or 16.8%, to $31.3 million for 2008, from $26.8 million for 2007 to support the increase in revenues. As a percentage of service revenue, SG&A decreased from 22.2% to 19.9% between years. The decrease in SG&A as a percentage of revenue was attributable to our ability to leverage fixed infrastructure costs and contain semi-variable overhead costs at a slower rate of growth than revenues. The primary reason for the increase in overall SG&A costs was an increase in the number of corporate personnel, which resulted in increases in employee-related costs, such as new salaries, as well as increases in salaries for existing employees, bonuses, commissions, health benefits and payroll taxes, to $18.8 million for the year ended December 31, 2008 as compared to $16.2 million for the year ended December 31, 2007. We also incurred a $877,000 increase in rent and travel expense to $3.5 million for the year ended December 31, 2008, as compared to $2.6 million for the year ended December 31, 2007, as a result of increased international operations. Our expenditures for insurance premiums, licenses and professional fees decreased to $3.1 million for the year ended December 31, 2008, from $3.4 million for the year ended December 31, 2007.

Depreciation and amortization expense. Depreciation and amortization expense increased by $607,000, or 53.0%, to $1.8 million for 2008, as compared to $1.1 million for 2007. The increase was due primarily to an increase in our depreciable asset base.

Income from operations. As a result of growth in revenues in excess of the corresponding growth in direct costs and SG&A, our income from operations increased by $1.3 million, or 27.5%, to $6.2 million for 2008, as compared to $4.9 million for 2007.

Interest expense. Interest expense decreased by $5.8 million, or 96.2%, to $227,000 for 2008, as compared to $6.0 million for 2007. During the year ended December 31, 2007, we recorded a non-cash charge of $4.7 million to adjust our put warrant liability to its market value during the period. The put warrants were exchanged for a combination of common stock and cash in connection with our merger with Cross Shore on August 30, 2007, and therefore there was no corresponding expense for the put warrants during the year ended December 31, 2008.

Provision for income taxes. The provision for income taxes for 2008 increased by $1.0 million to $2.5 million, as compared to $1.5 million for 2007. The increased provision is reflective of our increased income before provision for income taxes. Our effective tax rate for 2007 was significantly higher than in prior year, as the $4.7 million non-cash interest charge recorded related to the put warrant liability discussed above was non-deductible for income tax purposes.

Net income. As a result of the factors discussed above, net income for 2008 increased to $3.7 million, or $0.11 per basic and diluted share, from a net loss of $2.4 million, or $0.19 per basic and diluted share, for 2007.

Liquidity and Capital Resources

Cash Flows

Operating Activities

During the three months ended March 31, 2009 and 2010, we used cash of $8.2 million and $1.6 million, respectively, in our operating activities. For the three months ended March 31, 2009, we generated net income of $503,000, as opposed to a net loss of $73,000 for the three months ended March 31, 2010. Increases in our accounts receivable resulted in net cash outflows of $7.2 million and $1.2 million during the three months ended March 31, 2009 and 2010, respectively. In addition, changes in our prepaid expenses, accounts payable, accrued expenses, other liabilities, customer deposits and deferred revenue resulted in net cash outflows of $2.3 million and

36

$1.8 million during the three months ended March 31, 2009 and 2010, respectively. The net income (loss) for the periods also includes non-cash charges for depreciation, amortization, stock-based compensation and the deferred tax provision totaling $822,000 and $1.4 million during the three months ended March 31, 2009 and 2010, respectively.

During the year ended December 31, 2007, we generated $1.6 million in cash from operating activities. During the years ended December 31, 2008 and 2009, we used cash of $2.8 million and $744,000, respectively, in our operating activities. For the year ended December 31, 2007, we had a net loss of $2.4 million and we generated net income of $3.7 million and $2.6 million for the years ended December 31, 2008 and 2009, respectively. Increases in our accounts receivable resulted in net cash outflows of $10.0 million, $4.9 million and $10.9 million during the years ended December 31, 2007, 2008 and 2009, respectively. In addition, changes in our prepaid expenses, accounts payable, accrued expenses, other liabilities, customer deposits and deferred revenue resulted in net cash inflows of $8.0 million for the year ended December 31, 2007, net cash outflows of $3.4 million for the year ended December 31, 2008 and net cash inflows of $3.7 million for the year ended December 31, 2009. The net income (loss) for the periods also includes non-cash charges for depreciation, amortization, stock-based compensation and the deferred tax provision totaling $1.3 million, $1.8 million and $3.9 million during the years ended December 31, 2007, 2008 and 2009, respectively. During the year ended December 31, 2007, our net loss also included the $4.7 million non-cash interest charge related to our put warrant liability.

Investing Activities

During the three months ended March 31, 2009, we used cash of $812,000 in our investing activities, consisting of $652,000 used in connection with the European acquisitions and $541,000 used for the purchase of equipment, offset by a change of $380,000 in our restricted cash balances. For the three months ended March 31, 2010, we generated $373,000 from investing activities, consisting of a $889,000 change in our restricted cash balances, offset by $516,000 used for the purchase of equipment.

During the years ended December 31, 2007, 2008 and 2009, we used cash of $2.0 million, $8.7 million and $3.6 million, respectively, in our investing activities. During the years ended December 31, 2008 and 2009, we used an aggregate of $7.9 million and $3.0 million, respectively, for the European and Paramax acquisitions. For the years ended December 31, 2007, 2008 and 2009, we used $2.2 million, $1.3 million and $2.7 million, respectively, for the purchase of equipment. These uses were offset by changes in our restricted cash balances of $146,000, $420,000 and $2.1 million, respectively, during these years.

Financing Activities

During the three months ended March 31, 2009 and 2010, we generated cash of $5.2 million and $755,000, respectively, from our financing activities. During these periods, we had net borrowings of $5.4 million and $846,000, respectively, under our line of credit, and we made principal payments on our capital lease obligations of $187,000 and $92,000, respectively.

During the years ended December 31, 2007, 2008 and 2009, we generated cash of $11.3 million, $6.9 million and $1.3 million, respectively, from our financing activities. During the year ended December 31, 2007, we received cash proceeds of $51.4 million, net of fees, from the merger with Old RPS. In connection with the merger, we also paid $20.0 million in cash distributions to our stockholders and $2.6 million to former holders of preferred stock for accrued dividends, and we used $3.8 million to repurchase shares of common stock from former stockholders of Cross Shore. We also used proceeds from the merger with Old RPS to repay an aggregate of $13.6 million of indebtedness, including on our line of credit, during the year ended December 31, 2007. During the years ended December 31, 2008 and 2009, we had net borrowings of $7.5 million and $2.1 million, respectively, under our line of credit. During the years ended December 31, 2007, 2008 and 2009, we also repaid $194,000, $605,000 and $750,000, respectively, in principal on our capital lease obligations.

Sources of Liquidity

We manage our liquidity primarily through cash flows from operations and borrowings under our lines of credit. We monitor our accounts receivable balances to ensure sufficient operating cash flow. In the United States, we

37

manage our cash function using collection and cash management accounts. Daily collections of our accounts receivable are swept into our operating account, with excess funds invested in high-quality money market funds of short duration. Disbursements presented for payment are funded daily out of the money market accounts. Outside of the United States, our cash balances are maintained at levels necessary to support operating activities. As in the United States, cash balances for our foreign subsidiaries are generally maintained in the functional currency of the applicable subsidiary.

We maintain a working capital line of credit with a bank, with a maximum potential borrowing capacity of $30.0 million, depending on our borrowing base of eligible accounts receivable. At March 31, 2010 and December 31, 2009, we had $10.4 million and $9.6 million, respectively, in outstanding borrowings under this facility and $19.6 million and $13.5 million, respectively, in available borrowings under this facility. Interest on outstanding borrowings under our facility accrues at an annual rate equal to the Federal Funds open rate plus 2%, which was 4.75% at March 31, 2010. Our credit facility contains various financial and other covenants, including a prohibition on paying dividends or distributions other than dividends or distributions payable in our stock. At March 31, 2010 and December 31, 2009, we were in compliance with these covenants. Our credit facility is secured by all of our assets.

At March 31, 2010, we had available cash and cash equivalent balances of $2.8 million and working capital of $21.7 million, which we believe will provide sufficient liquidity for at least the next twelve months.

Contractual Obligations

Our industry is generally not capital-intensive. Our principal operating cash needs are for payment of salaries, office rents, and travel expenditures. From time to time we may also make capital expenditures for facilities, information system enhancements and potential acquisitions to support our expansion.

Set forth below is information concerning our known contractual obligations as of December 31, 2009, consisting only of obligations under operating and capital leases:

	Payments Due by Period
			Less than						More than
	Total		1 year		1-3 Years		3-5 Years		5 Years
Contractual Obligations
Capital leases	$	861,875	$	601,683	$	260,192	$	—	$	—
Operating leases		17,422,366		3,634,646		6,168,276		4,782,630		2,836,814
Total	$	18,284,241	$	4,236,329	$	6,428,468	$	4,782,630	$	2,836,814

Off-Balance Sheet Arrangements

We are not a party to any off-balance sheet arrangements as defined by Regulation S-K Item 303(a)(4)(ii).

Inflation

A portion of our revenues are earned under long—term contracts having terms in excess of one year, which generally include an inflation or cost of living adjustment for the portion of services to be performed more than one year from the contract date. As a result, we believe that the effects of inflation generally do not have a material effect on our operations or financial condition.

Recently Issued Accounting Standards

We adopted new accounting guidance on fair value measurements effective January 1, 2008, for our financial assets and liabilities. In addition, effective January 1, 2009, we adopted this guidance as it relates to nonfinancial assets and liabilities that are not recognized or disclosed at fair value in the financial statements on at least an annual basis. This guidance defines fair value as the price that would be received to sell an asset or paid to transfer a liability, referred to as the exit price, in an orderly transaction between market participants at the measurement

38

date. The standard outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures. In determining fair value of financial assets, we primarily use prices and other relevant information generated by market transactions involving identical or comparable assets, called the market approach. As of March 31, 2010 and December 31, 2009, the fair value of all of our financial assets are based on level one observable inputs. The provisions of this guidance will be applied at such time a fair value measurement of a nonfinancial asset or liability is required, which may result in a fair value that is materially different than would have been calculated prior to the adoption of this guidance. The implementation of this fair value guidance has not had an impact on our consolidated financial statements.

In December 2007, the FASB issued new guidance related to business combinations. This guidance retains the fundamental requirements of existing guidance that the acquisition method of accounting be used for all business combinations and for an acquirer to be identified for each business combination. This guidance defines the acquirer as the entity that obtains control of one or more businesses in the business combination and establishes the acquisition date as the date the acquirer achieves control. This guidance was effective beginning January 1, 2009 and was followed in connection with the Paramax acquisition. The impact of this guidance will depend upon the nature and terms of business combinations that we may consummate in the future.

In June 2008, the FASB issued new guidance related to assessing whether an equity-linked financial instrument (or embedded feature) is indexed to an entity’s own stock for the purposes of determining whether such equity-linked financial instrument (or embedded feature) is subject to derivative accounting. We adopted this new guidance effective January 1, 2009. The adoption of this guidance did not have a material impact on our consolidated financial statements.

In May 2009, the FASB issued new guidance on subsequent events. The standard provides guidance on management’s assessment of subsequent events and incorporates this guidance into accounting literature. We adopted this guidance commencing with our June 30, 2009 consolidated financial statements. The implementation of this standard did not have a material impact on our consolidated financial statements.

In April 2009, the FASB issued a staff position requiring fair value disclosures in both interim as well as annual financial statements in order to provide more timely information about the effects of current market conditions on financial instruments. We adopted this guidance commencing with our June 30, 2009 consolidated financial statements. The implementation of this standard did not have a material impact on our consolidated financial statements.

In June 2009, FASB Accounting Standards Codification, or Codification, was issued, effective for financial statements issued for interim and annual periods ending after September 15, 2009. The Codification supersedes literature of the FASB, Emerging Issues Task Force and other sources. The Codification did not change GAAP. The implementation of this standard did not have a material impact on our consolidated financial statements.

Quantitative and Qualitative Disclosures about Market Risk

Foreign currency risks. Since we operate in countries other than the United States, we are exposed to various foreign currency risks. The majority of the services we provide to our clients result in revenues that are denominated in U.S. dollars. However, at times, a portion of the work is performed by one of our foreign subsidiaries under a contract specifying that costs are to be incurred in the local denomination of that subsidiary. When expenses are incurred in a denomination other than U.S. dollars, our net earnings can be affected by fluctuations in exchange rates. In addition, any fluctuation in the exchange rates of the net assets of our foreign subsidiaries denominated in local currencies would be reflected in translation gains or losses, which are accounted for in other comprehensive income in our statements of redeemable convertible preferred stock and stockholders’ equity. We do not believe that a change of 10% in the applicable foreign currency exchange rates as of and during the three months ended March 31, 2009 and 2010 or as of and for the years ended December 31, 2007, 2008 or 2009 would have had a material impact on our financial position or results of operations as of those dates and during those periods.

Approximately 14% of our service revenue for each of the three months ended March 31, 2010 and 2009, and approximately 5%, 6% and 17% of our service revenue for the years ended December 31, 2007, 2008 and 2009, respectively, were derived from our operations outside of the United States. We currently do not engage in derivative or hedging activities related to our potential foreign exchange exposures. However, as we contemplate

39

future anticipated foreign currency working capital requirements, capital asset acquisitions of our foreign operations, and our continued international expansion, we will consider maintaining a portion of our cash and cash equivalents denominated in foreign currencies sufficient to satisfy these possible future requirements. We will also evaluate the need and cost of financial instruments to hedge currency exposures on an ongoing basis and may hedge against exchange rate exposure in the future.

Interest rate risk. The primary objective of our investment activity is to preserve principal, provide liquidity and maximize income without increasing risk. Our investments have limited exposure to market risk. To minimize this risk, we maintain our portfolio of cash and cash equivalents in a variety of investments, consisting primarily of bank deposits and money market funds. The interest rates are variable and fluctuate with current market conditions. The risk associated with fluctuating interest rates is limited to this investment portfolio and the variable interest rate under our line of credit, and we do not believe that a 100 basis point change in interest rates would have had a material impact on our interest income during the years ended December 31, 2007, 2008 and 2009 or the three months ended March 31, 2009 and 2010. We do not believe that a 100 basis point change in the variable interest rate on our line of credit would have had a material impact on our interest expense during the years ended December 31, 2007, 2008 and 2009 or the three months ended March 31, 2009 and 2010.

40

Business

Business Overview

We are a global, next-generation clinical research organization, or CRO, providing a broad range of clinical development solutions and services to biotechnology and pharmaceutical companies. Our services, which we provide across a broad range of therapeutic areas, include clinical trial project management, site identification, management and monitoring, patient enrollment, data collection and management, statistical analysis and report writing, quality assurance, regulatory and medical affairs, and pharmacovigilance services. These services support the design, initiation and management of our clients’ clinical trials programs that are required to obtain regulatory approval to market biopharmaceutical products.

We offer a comprehensive suite of outsourced solutions covering the entire range of our clients’ biopharmaceutical clinical development activity. Our innovative business model allows us to use the existing processes and systems of our clients to improve quality, increase the speed of product development and reduce overall development costs, while allowing the client to maintain control of their development portfolio. We provide our services both as integrated solutions embedded within a client’s internal clinical development operations, with an ability to work across multiple clinical trials, product candidates and clinical development functions, and on a more traditional project basis. We also offer hybrid solutions combining our integrated and project-based offerings. Our flexible model enables us to tailor our services to meet the differing needs of small, medium and large biopharmaceutical companies.

We believe that our integrated solutions address shortcomings of the traditional CRO model by providing clients with more control of the strategic aspects of their clinical trials, greater integration of in-house capabilities with outsourced resources, reduced costs and improved productivity and efficiency. By focusing on creating strategic relationships with our clients for their entire pipeline of drugs in development, we attempt to create effective partnerships with our clients that enhance long-term revenue opportunities and minimize dependence on individual trials.

Our business model focuses on integrating our clinical development solutions within the internal clinical development operations of our clients, and in doing so, we address both the outsourced and in-house components of our clients’ Phase II through Phase IV research and development expenditures. We believe that the combination of our clinical expertise and our extensive personnel resourcing capabilities enables us to achieve cost savings, improvements in the quality of clinical trial execution and accelerated clinical timelines on behalf of our clients. We have a professional staff of over 2,300 individuals averaging over 12 years of experience in the biotechnology and pharmaceutical industries, and we maintain a proprietary human resources database that includes approximately 188,000 additional clinical professionals around the world.

We offer our services on a global basis, with international operations in North America, Latin America, Europe and Asia. Our diverse customer mix includes 14 of the 15 largest pharmaceutical companies in the world as ranked by 2009 global revenues, and our annual service revenue has increased from $62.8 million in 2005 to $200.5 million in 2009, a compounded annual growth rate of 33.7%. In the first quarter of 2010, we generated $58.0 million of service revenue, a 28.2% increase over service revenue of $45.3 million for the first quarter of 2009.

Industry Background and Outsourcing Drivers

Discovering and developing new drugs is an extremely expensive, complex, high-risk and time-consuming process. According to Frost and Sullivan, a market research firm, the average development cost of a new drug in the United States from conception stage to marketing approval from the U.S. Food and Drug Administration, or FDA, increased from $138 million in 1975 to approximately $800 million by 2000 and was estimated to be over $1.3 billion by the end of 2008. The Pharmaceutical Research and Manufacturers of America estimates that it typically takes between 10 and 15 years to develop and obtain approval to market a new prescription drug in the United States.

The rising cost of drug development and stringent regulatory guidelines have been major drivers for outsourcing of drug development by biopharmaceutical companies. These companies outsource portions of their drug

41

development needs to CROs in order to manage the product development process more efficiently and cost effectively and to accelerate time to market. CROs typically provide a variety of clinical drug development services, including protocol design and management of Phase I through Phase IV clinical trials, data management, laboratory testing, medical and safety reviews and statistical analysis. These services are intended to generate high-quality and timely data in support of applications for regulatory approval of new drugs and reformulations of existing drugs, as well as to support new and existing marketing claims. By outsourcing drug development activities, biopharmaceutical companies can reduce their fixed costs and their investments in clinical infrastructure and focus their resources on their core competencies, such as sales and marketing and drug discovery.

We and other CROs derive revenues from the research and development expenditures of biopharmaceutical companies, which have increased substantially in recent years. We target Phase II through Phase IV clinical development programs, which encompass late-stage and post-marketing clinical trials of biopharmaceutical products. According to Frost and Sullivan, research and development spending by the global pharmaceutical industry is expected to grow from $109 billion in 2009 to $169 billion in 2015, a compound annual growth rate of 7.7%. Spending in Phase II through IV in the United States is expected to grow as a percentage of total research and development spending from 66% in 2009 to 69% by 2015. Additionally, according to Frost & Sullivan, CRO revenues, as a percentage of global research and development spending, is expected to be 19.6% in 2010.

Traditional project-based CROs target this 19.6% of the research and development spending, the outsourced portion of this market. By contrast, we seek to address a significantly larger portion of the research and development spending market because we integrate our clinical development solutions into various levels of our clients’ operations, allowing us to target both the outsourced and in-house components of our clients’ Phase II through IV clinical expenditures.

The growth in total research and development spending is expected to be driven by increased competition, product innovation, advances in research and clinical analysis and the desire to fill the pipelines of many large biopharmaceutical companies, which are facing patent expirations of a significant portion of their drug portfolios. Continued investment in research and development has resulted in growing pipelines of drugs in development, leading to an increase in demand for clinical trials.

In addition to the overall increase in research and development spending, we believe that there are a number of trends and challenges facing biopharmaceutical companies that will increase their reliance on outsourced services, including:

•  Increasing cost pressures and need for enhanced efficiencies. Market forces and governmental initiatives place significant pressures on biopharmaceutical companies to reduce drug prices. In addition, increased competition as a result of patent expiration, market acceptance of generic drugs and governmental and privately managed care organization efforts to reduce healthcare costs have added to drug pricing pressures. With greater pressure on biopharmaceutical companies to better manage their drug development resources, outsourcing offers a way to convert fixed costs to variable costs, thereby improving a company’s cost structure and return on investment. In addition, biopharmaceutical companies are increasingly seeking to enhance the efficiency of their clinical development processes while maintaining control of the strategic aspects of their development programs.

•  Increasing complexity of industry needs driven by tougher regulatory environment. Global regulatory agencies including the FDA are increasingly requiring more clinical trials, longer trial periods and greater amounts of clinical data before granting approval to market a drug. Lengthy drug development timelines along with the inherent risks involved have led many companies to increase their pipeline of drugs in development in order to maximize their chances of identifying successful products. Outsourcing can allow biopharmaceutical companies to manage the increased complexity of a growing drug development pipeline in a cost-effective manner.

•  Increased globalization of clinical trials. Biopharmaceutical companies are increasingly seeking to access additional patient populations and trial participants, identify new markets for their products, shorten development times and reduce costs by conducting clinical trials in multiple countries. This trend requires that biopharmaceutical companies have access to outsourcing solutions on a global scale.

•  Priorities of smaller and emerging biopharmaceutical companies. Smaller and emerging biopharmaceutical

42

companies commonly elect not to build their own in-house clinical development capabilities, instead focusing their resources on early-stage drug discovery or on sales and marketing. Outsourcing clinical development functions enables smaller biopharmaceutical companies to focus on developing their drugs by providing access to necessary clinical development services, without the high fixed costs of developing such capabilities internally.

In order to address these challenges and to better meet their needs, we believe that biopharmaceutical companies are increasingly turning to innovative solutions, such as our integrated service offerings, as an alternative to the exclusive use of traditional, project-based CRO outsourcing.

Our Solution

We have created a next-generation CRO that addresses both the outsourced and in-house components for Phase II through Phase IV clinical development activities. Our model combines innovative integrated services with traditional, project-based CRO services, as well as hybrid solutions. This flexible approach enables us to tailor our service offerings to meet the differing needs of small, mid-sized and large biopharmaceutical companies.

We believe that our approach, combining innovative integrated services with traditional project-based CRO services, results in a number of advantages that differentiate us within our industry, including:

•  An integrated, flexible approach and a true partnership with our clients. Our integrated solutions emphasize close collaboration with our clients, allowing efficiencies and cost savings to be realized, while permitting clients to maintain control over their key medical and regulatory decision-making processes. We believe that this approach helps to maximize the effective use of our clients’ existing resources, processes and systems, while enhancing real-time communication and coordination between us and our clients and avoiding duplicative infrastructure costs. Through our integrated solutions, we create a strategic and interdependent relationship that embeds our services within our clients’ clinical development operations. In some cases, our clients’ employees may become members of our professional staff in connection with an engagement.

•  Greater visibility into our clients’ product pipeline and needs. Our integrated solutions can potentially cover all aspects of a client’s clinical development programs across therapeutic and functional areas. We believe this deeper and more expansive level of involvement with our clients allows us to better foresee potential client needs than in a traditional project-based context. These integrated engagements can also lead to strategic solutions that directly involve us in our clients’ clinical development planning. In our integrated engagements, we create strategic and interdependent relationships with our clients, which we believe

43

promote long-term customer relationships with stable revenue streams, enhance our visibility into future revenue opportunities and reduce our dependence on individual clinical trials. We believe the depth and interconnected nature of the relationship between us and our clients also maximizes customer retention.

•  Demonstrated ability to identify, recruit, deploy, re-resource and retain a specialized professional staff. We believe that our recruiting and deployment capabilities, combined with our clinical expertise, represent a significant competitive advantage in attracting and retaining the high-quality personnel required to successfully execute our innovative business model and to differentiate our service offerings from those of traditional CROs. We can rapidly identify and deploy highly experienced professionals to staff our engagements, which is an essential part of delivering our integrated solutions. The key driver of this core expertise has been the development of what we call our resourcing engines, with dedicated in-house teams that leverage our broad and deep personnel networks to proactively resource and re-resource experienced professionals across key functional and therapeutic areas within the clinical development field. We have built an extensive database of experienced clinical professionals available to join our professional staff. We believe that our resourcing engines enable us to proactively allocate human capital depending on the stage of our clients’ development programs by identifying the expertise needed on each client program and matching those needs with the availability, capacity and expertise of the most appropriate professionals. We believe that rapidly resourcing and re-resourcing our professional staff is essential to our ability to provide integrated solutions, enabling us to achieve cost savings, improvements in clinical trial execution quality and accelerated clinical timelines for our clients.

•  Broad range of differentiated, cost-saving services designed for large, medium and small biopharmaceutical companies. We tailor our solutions to meet the differing needs of our broad client base. Our large biopharmaceutical clients typically prefer our integrated solutions, which provide the flexibility for our clients to cost-effectively expand their clinical research capabilities across their entire pipeline of drug candidates and across multiple clinical development functions without adding permanent headcount and additional support infrastructure. The more tactical needs of our smaller biopharmaceutical clients typically require project-based solutions. For mid-sized clients, we are also able to offer the flexibility of a hybrid approach, combining integrated and project-based solutions within a single engagement.

•  High level of flexibility. Our ability to quickly deploy and redeploy a specialized workforce, combined with the lack of duplication of our clients’ clinical development infrastructure, allows us to rapidly expand the scope of our engagements in accordance with variations in our clients’ research and development pipelines. With our integrated solutions, by utilizing a client’s existing clinical systems and processes, we eliminate the need to build a separate infrastructure for new projects, thereby reducing costs and accelerating the drug development process.

Our Growth Strategy

Our corporate mission is to help our clients maximize the return on their research and development investments and to accelerate the delivery of safe and effective therapeutics to patients. The key parts of our growth strategy that enable this mission and expand our business include the following initiatives:

•  Leveraging our international capabilities to enhance and expand our ability to execute clinical programs globally. We currently maintain operations in North America, Latin America, Europe and Asia. We intend to further expand globally when we deem it appropriate to meet our existing and prospective clients’ demands, as demonstrated by our recent acquisitions of Paramax International, a CRO in China, and three CROs located in Spain, France and Germany. We evaluate acquisition opportunities as they arise, with a current focus on Eastern Europe and Asia. We anticipate that increasing our global capabilities will drive the expansion of existing engagements and new program awards with global requirements.

•  Developing further opportunities from our existing integrated accounts. Our current integrated solutions have allowed us to grow multiple, long-term engagements by cross-selling and expanding into other functional areas once we have begun working with a client. We believe there is an excellent opportunity for continued growth by focusing on this strategy. As an example, we began site management responsibilities for a large pharmaceutical client initially and then successfully expanded our responsibilities into study management, data management, medical writing and other clinical areas.

44

•  Continuing to add new accounts. We plan to leverage the growing demand for outsourced clinical development services to reach new clients. We believe the large pipeline of drugs in development and the continued growth in research and development spending, along with increased demand for outsourced solutions, represents a significant market opportunity.

•  Leveraging our investments in global infrastructure to enhance our profitability. Over the last several years, we have been investing in building our global infrastructure. We began this process in 2005 with the opening of our Latin America operations and have continued our global expansion with our acquisitions in Europe in 2008 and China in 2009. With this global infrastructure now in place, we believe we are well-positioned to leverage these investments by continuing to grow our revenue with the potential for improved profitability.

•  Expanding our suite of services offered. We are expanding our suite of service offerings to include both non-clinical services, such as analytical chemistry, and clinical services, such as Phase IV post-marketing surveillance services. We believe this will enhance our ability to provide services tailored to our clients’ needs.

The Drug Development Process

Before a new prescription drug or biologic product reaches the commercialization stage, it must undergo extensive clinical testing and, eventually, regulatory review for verification that the product is safe and efficacious for its intended use. Regulatory requirements are a significant factor in the time and cost of drug development and contribute to the small number of approved products that reach the market. The Pharmaceutical Research and Manufacturers of America estimates that for every 5,000 to 10,000 potential new molecular compounds researched, only five will be evaluated through clinical trials and only one will be approved for use in humans.

The drug development process consists of two stages: research (comprising pre-discovery, discovery and pre-clinical) and clinical development. In the research stage, targets are identified, and candidate drugs or biologics are developed and tested in a test tube and in animals generally to assess and optimize potential use in humans. The research stage generally occurs over a three- to six-year period. After successful preclinical testing, the new drug can be advanced to the clinical development stage, which involves testing in humans. The FDA and equivalent agencies outside the United States regulate both the research and clinical phases of the drug development cycle.

Prior to commencing human clinical trials in the United States, a biopharmaceutical company must file with the FDA an investigational new drug application, or IND, containing details for at least one study protocol and outlines of other planned studies. The biopharmaceutical company must provide available manufacturing data, pre-clinical data, information about any use of the drug or biologic in humans for other purposes, and a detailed plan for the proposed clinical trials. The design of these clinical trials, also referred to as the study protocol, is essential to the success of the drug development effort. The protocols must correctly anticipate the nature of the data to be generated and results that the FDA will require before approving the product. If the FDA does not comment on an IND within 30 days after filing, human clinical trials may begin.

Before a new product is ready for submission for approval by regulatory authorities, it must undergo a rigorous clinical trial process. The clinical trial process must be conducted in accordance with regulations promulgated by the FDA or the appropriate foreign regulatory body, which require the product to be tested and studied in a setting analogous to real-world use of the drug. Human clinical trials seek to establish the safety and efficacy of the product in the proposed class of patients. The clinical trial process generally consists of the following interrelated phases, which may overlap:

•  Phase I. Phase I trials are conducted in healthy individuals and usually involve 20 to 80 subjects and typically range from six to 12 months. These trials are designed to establish the basic safety, dose tolerance, and metabolism of the clinical product candidate. When the trial establishes basic safety and metabolism of the clinical product candidate, Phase II trials can begin.

•  Phase II. Phase II trials are conducted in patients who have the disorder the drug is designed to treat. These trials typically test 100 to 300 patients and last on average 12 to 24 months. Phase II trials are typically designed to identify possible adverse effects and safety risks, to determine the efficacy of the drug, and to determine dose tolerance. If the drug appears safe and effective, Phase III trials can begin.

•  Phase III. Phase III trials involve significantly larger and more diverse populations than Phase I and II trials

45

and are conducted at multiple sites. On average, this phase lasts from one to three years. During this phase, the drug’s safety and efficacy are further examined and evaluated.

After the completion of all clinical phases, a biopharmaceutical company may submit to the FDA a new drug application, or NDA, or a biologic license application, or BLA. Equivalent regulatory agencies outside of the United States follow a similar procedure by requiring an equivalent application for a new drug or biologic. The biopharmaceutical company submits an NDA, BLA or equivalent application for a drug or a biologic, requesting that the product be approved for marketing. The NDA, BLA or equivalent application includes, among other things, the clinical trial data generated and analyzed during the clinical development process.

•  Post-Approval/Phase IV. During the course of the review process, regulatory authorities may approve a product for marketing and sale on the condition that additional clinical trials be conducted. Usually referred to as post-approval, or Phase IV, trials, these trials may either be for submission of additional data to regulatory authorities or for non-registration purposes, such as additional marketing information. These trials are intended to investigate a new indication for an existing drug, monitor the drug’s long-term risks and benefits, analyze different dosage levels, evaluate different safety and efficacy parameters in target populations, or to substantiate marketing claims. Phase IV trials typically enroll thousands of patients and last from six to 24 months.

The FDA’s regulatory requirements have served as the model for much of the regulation of new drug development worldwide, and regulatory requirements similar to those of the FDA exist in the other countries in which we operate. Over the past two decades, the FDA and corresponding regulatory agencies of the European Union and Japan have developed harmonized standards for pre-clinical and clinical studies and the format and content of applications for new drug approvals. Data from multinational studies adhering to international standards of clinical practice are now generally acceptable to the FDA and Canadian, European and Japanese regulators, and a common format drug and biologic marketing authorization application is mandatory in Europe and Japan and highly recommended by the FDA and by Canadian regulatory authorities.

Our Clinical Development Services

We provide our clients with a range of clinical development services, primarily from Phase II to Phase IV in the drug development cycle. Our employees have drug development experience across a number of therapeutic areas, including cardiovascular, gastroenterology, hematology, immunology, infectious diseases, metabolic disorders, neurology, oncology, ophthalmology, orthopedics, pulmonology, rheumatology and women’s health.

We provide the following core Phase II to Phase IV clinical trial management services to our clients:

•  Study Protocol and Case Report Form Design. We assist our clients in designing clinical trial protocols and preparing case report forms. The protocol defines the medical conditions to be examined and the statistical methods that will be used. The protocol specifies, for example, the frequency and type of laboratory and clinical measures to be tracked and analyzed, the number of patients required to produce statistically valid results, the period of time over which they must be tracked, and the frequency and dosage of drug administration. Once the study protocol has been finalized, we assist in the preparation of electronic or paper case report forms, which are used by investigative sites to record the necessary clinical data dictated by the study protocol.

•  Site and Investigator Recruitment. During clinical trials, independent physicians, referred to as investigators, administer the drug candidate being investigated to patients at hospitals, clinics or other locations, referred to as sites. A significant portion of a trial’s success depends on the successful identification and recruitment of experienced investigators with an adequate base of patients who satisfy the requirements of the trial protocol. We recruit investigators to participate in clinical trials and have a database of thousands of investigators who conduct clinical trials worldwide.

•  Patient Recruitment and Retention. We assist our clients in the recruitment and retention of patients participating in clinical trials through existing investigator relationships and potential new relationships through our investigator recruitment division and project teams. After performing protocol-specific feasibility, our investigator recruitment division and project team collaborate on the identification of the most suitable patient recruitment or retention plan that can be tailored to a specific program or site based

46

on a variety of characteristics, including past site experience, geography, patient population and demographics.

•  Study Monitoring and Data Collection. We provide study monitoring services, which include pre-study qualification visits to ensure the quality and appropriateness of site selection, investigational site initiation, interim monitoring visits to ensure the quality and completeness of data and other critical study and site information, study close-out visits and patient enrollment assistance. Specially trained persons known as monitors visit sites regularly to ensure that case report forms are being completed correctly and to verify that the trial is being conducted in accordance with good clinical practice, or GCP. Our study monitoring and data collection services are designed to comply with the safety reporting guidelines of the FDA and other relevant regulatory agencies.

•  Data Management and Biostatistical Analysis. We have extensive experience in the development and statistical analysis of scientific databases for the clinical drug development process. These databases are designed to comply with established industry standards and government regulations. We prepare statistical planning and analysis summaries for interim and final analyses, data safety monitoring committees and regulatory submissions, including NDAs, BLAs and equivalent regulatory filings.

•  Report Writing. A description of the study conducted, along with the statistical analysis of data collected during the trial and other clinical data, are presented and summarized in a final report generated for inclusion in a regulatory document. We assist clients with writing reports for inclusion in these documents.

•  Medical and Drug Safety Services. Throughout the course of a development program, our physicians provide a wide range of medical research and consulting services to improve the efficiency and quality of clinical research, including medical supervision of clinical trials, medical monitoring of patient safety, review and reporting of adverse events, medical writing and strategy and product development. Our medical services professionals also provide lifecycle drug safety services combining operational pharmacovigilance and pharmacovigilance consulting. Operational pharmacovigilance capabilities cover all phases of clinical development and drug safety for marketed products.

•  Project Management. Throughout the entire spectrum of activities described above, we provide project management services to our client’s project team, including project planning, managing progress against study goals and deliverables, budget management and issue resolution.

Although some of our clients choose to contract with us for these services on an individual project basis, we also provide these services in the form of our integrated solutions, a business model we pioneered. In our integrated solutions, we collaborate more closely with the client, across multiple clinical trials and product candidates and often across multiple clinical development functions. While our integrated solutions are primarily targeted at large biopharmaceutical companies, we also offer a wide spectrum of project-based solutions to small and mid-sized biopharmaceutical clients, as well as hybrid solutions combining our integrated and project-based offerings.

Our Personnel Resourcing Capabilities

In addition to our clinical expertise, we have extensive personnel resourcing capabilities that enable us to rapidly identify and deploy highly experienced professionals to staff our clinical engagements. We have developed and maintain a proprietary database, currently consisting of approximately 188,000 clinical trial professionals throughout the United States, Latin America, Europe and Asia, that we use to recruit clinical development professionals in support of our engagements. This database contains not only general contact information for candidates, but also includes specific candidate job requirements such as travel preferences and salary requirements, work history and current clinical trial experience, as well as specialty and sub-specialty information. To ensure security of the data, our database system has both physical and application security restrictions, as well as role-based access restrictions.

Our personnel resourcing division is organized into dedicated teams, each focused on a key functional area within the clinical development field. We are organized into seven specialty recruiting teams: clinical research; biometrics; regulatory affairs, safety and medical writing; physicians; scientific and analytical chemistry; and health outcomes and pharmacoeconomics. Each team is staffed by a marketing recruiter, a project leader, senior recruiters, recruiters and researchers. We refer to our teams, coupled with our proprietary database and our processes, as “resourcing

47

engines.” Our resourcing engines provide us with the resourcing capabilities to proactively allocate human capital by identifying the expertise needed on each client program and matching those needs with the availability, capacity and expertise of the most appropriate professionals. Our resourcing engines give us the ability to rapidly resource, allocate and redeploy, or re-resource, our highly experienced professional staff, which is essential in providing integrated solutions that enable us to achieve improved quality of trial execution, accelerated clinical development timelines and cost reductions for our clients.

Our Clients

We provide development services to the biopharmaceutical industry and view our operations and manage our business as one operating segment. Our clients range from the world’s largest pharmaceutical companies and biotechnology companies to small and start-up organizations. Our diverse customer mix includes 14 of the 15 largest pharmaceutical companies in the world as ranked by 2009 global revenues.

Wyeth, which is now a subsidiary of Pfizer Inc., accounted for $28.4 million, $31.1 million, and $34.2 million, or 23%, 20% and 17%, of our service revenue during the years ended December 31, 2007, 2008 and 2009, respectively, and Pfizer and Wyeth collectively accounted for $9.5 million, or 17%, of our service revenue for the three months ended March 31, 2010. Schering-Plough, which is now a subsidiary of Merck & Co., accounted for $11.1 million, $18.5 million, and $31.0 million, or 9%, 12% and 16%, of our service revenue, respectively, during these years, and Merck and Schering Plough collectively accounted for $8.7 million, or 15%, of our service revenue for the three months ended March 31, 2010. Additionally, Johnson & Johnson accounted for $8.6 million, or 15%, of our service revenue during the three months ended March 31, 2010. We provide Pfizer, Merck and Johnson & Johnson with integrated solutions.

For the years ended December 31, 2007, 2008 and 2009, approximately 95%, 94% and 83%, respectively, of our service revenue was derived from work performed in the United States. As a result of our recent international acquisitions during 2008 and 2009, we expect that the percentage of our service revenue derived from foreign countries will increase. As of December 31, 2007, 2008 and 2009, approximately 97%, 76% and 65% of our consolidated tangible assets were located in the United States.

Backlog

Our backlog consists of anticipated service revenue from executed contracts that either have not started but are anticipated to begin in the near future, or are in process and have not been completed. Amounts included in our backlog represent anticipated future service revenue, excluding revenues that have been recognized previously and have been adjusted for foreign currency fluctuations. Once contracted work begins, service revenue is recognized over the life of the contract. We do not include potential reimbursement revenue in our backlog. Our backlog was $211.3 million in anticipated service revenue at March 31, 2010, compared to $231.6 million at December 31, 2009 and $187.2 million at December 31, 2008. Of our backlog as of March 31, 2010, we expect that approximately $46.7 million will be recognized after December 31, 2010. While traditional CROs may use book-to-bill metrics that compare new project awards booked to revenue reported during a particular period as a future indicator of revenue performance, we do not currently believe such metrics to be relevant to our business, based on the contractual structure of our integrated programs.

Our backlog as of any date is not necessarily a meaningful predictor of future results because our backlog can be affected by a number of factors, including the size and duration of contracts, many of which are performed over several years. Additionally, contracts are subject to early termination by the client. Clinical trials can be delayed or canceled for many reasons, including unexpected test results, safety concerns, regulatory developments, economic issues, availability of clinical trial material and protocol design matters, all of which could lead to early termination of a contract. Also, the scope of a contract can change significantly during the course of a study. If the scope of a contract is revised, the adjustment to our backlog occurs when the revised scope is approved by the client. For these and other reasons, we might not fully realize our entire backlog as revenue.

48

Sales and Marketing

We use corporate marketing to support the efforts of our centralized business development staff, calling on biopharmaceutical companies. Our sales teams focus on client segments and service areas. In addition, while service area representatives call on particular functional groups within a given client, our key account directors are responsible for managing the relationship and book of business with clients across our portfolio of services.

Our business development personnel consult with potential pharmaceutical and biotechnology clients early in the project consideration stage in order to determine their requirements. Along with the appropriate operational, technical or scientific personnel, our business development representatives invest significant time to determine the optimal means to design and execute the potential client’s program requirements. As an example, recommendations we make to a potential client with respect to a drug development study design and implementation are an integral part of our bid proposal process and an important aspect of the integrated services we offer. We believe that our preliminary efforts relating to the evaluation of a proposed clinical protocol and implementation plan enhance the opportunity for accelerated initiation and overall success of the trial.

Our global marketing initiatives include integrated, multi-channel campaigns designed to help differentiate and promote our expertise and services. Through trade events, online and print advertising in trade publications, direct communication, newsletters and our website, we provide our perspective on current industry challenges or developments to create an ongoing dialogue with our clients and to promote our industry expertise, quality, technology and innovation. We reinforce key messages and selling points through client presentations, corporate materials, participation in trade events and speaking engagements at industry conferences.

We encourage and sponsor the participation of our scientific and technical personnel in a variety of professional endeavors, including speaking and the presentation of papers at national and international professional, scientific and trade meetings and the publication of scientific articles in medical and pharmaceutical journals. Through these presentations and publications, we seek to further our reputation for professional excellence.

Competition

The CRO industry is highly competitive and fragmented, consisting of hundreds of smaller, limited-service providers and a number of full-service global companies. In the past, the industry experienced some consolidation and a group of large, full-service competitors emerged. Consolidations and acquisitions have continued. These consolidations and other transactions could potentially increase competition in our industry for clients, experienced clinical personnel, geographic markets and acquisition candidates. Additional business combinations by competitors or clients are possible and could have a significant impact on the competitive landscape of the CRO industry.

Our significant CRO competitors include Covance Inc., Pharmaceutical Product Development, Inc., Quintiles Transnational Corp., PAREXEL International Corporation, Kendle International Inc., ICON plc, PRA International, i3 Research and Pharmanet Development Group Inc. These and other potential competitors have financial and other resources substantially greater than ours.

In addition to competing with a number of other global, full-service companies, services similar to ours are also provided by medium-sized companies, in-house research and development departments of biopharmaceutical companies, universities and teaching hospitals. Newer, smaller entities with specialty focuses, such as those focused on a specific disease or therapeutic area, compete aggressively against larger companies for clients. Increased competition might lead to price and other forms of competition that could adversely affect our operating results.

Providers of outsourced drug development services compete on the basis of a number of factors. These factors include:

•  the reputation for on-time quality performance;

•  expertise and experience in specific therapeutic areas;

•  scope of service offerings;

•  staff expertise and qualifications;

•  price;

•  strengths in various geographic markets;

49

•  technological expertise and systems;

•  data management capabilities;

•  ability to acquire, process, analyze and report data in a time-saving, accurate manner; and

•  ability to manage large-scale clinical trials both domestically and internationally.

Although there can be no assurance that we will continue to do so, we believe we compete favorably in these areas.

Despite recent consolidation, our industry remains highly fragmented, with several hundred smaller, limited-service providers and a small number of full-service companies with global capabilities. Although there are few barriers to entry for smaller, limited-service providers, there are significant barriers to becoming a global provider offering a broad range of services. These barriers include:

•  the cost and experience necessary to develop broad therapeutic expertise;

•  the ability to manage large, global, complex clinical trials;

•  the ability to deliver high-quality services consistently for large drug development projects;

•  the cost of building or acquiring the infrastructure to manage global clinical programs;

•  the experience to prepare regulatory submissions throughout the world; and

•  the infrastructure and knowledge to respond to the global needs of clients.

Intellectual Property

We have developed a number of technically derived processes and procedures and other intellectual property, including our proprietary resourcing database, that are intended to maximize the quality, efficiency and effectiveness of our services. Although our intellectual property rights are valuable to our success, we believe that the technical expertise, proprietary know-how, ability and experience of our professional staff are more important and that, overall, these capabilities provide significant benefits to our clients. Where we consider it to be appropriate, we take steps to protect trade secrets and know-how through confidentiality agreements with employees and consultants. If these arrangements are not honored, we might not have adequate remedies for breach. We have no patents, trademarks, licenses or franchises that are material and upon which any of our service offerings are dependent.

Government Regulation

In the United States, the FDA governs the conduct of clinical trials of drug products in human subjects, the form and content of regulatory applications, including, but not limited to, INDs for human clinical testing and the development, approval, manufacture, safety, labeling, storage, recordkeeping and marketing of drug products. The FDA has similar authority and similar requirements with respect to the clinical testing of biological products. Outside the United States, the European Medicines Agency and other regulatory agencies require that test results submitted to such authorities be based on studies conducted in accordance with the FDA’s GCP regulations.

Governmental regulation directly affects our business. Increased regulation leads to more complex clinical trials and an increase in potential business for us. Conversely, a relaxation in the scope of regulatory requirements, such as the introduction of simplified marketing applications for pharmaceutical and biological products, could decrease the business opportunities available to us. Changing levels of business opportunities and government regulation will result in a corresponding change in our direct and indirect costs incurred in providing services. For example, additional legislation or regulation governing the possession, use and dissemination of medical record information and other personal health information might require us to implement new security measures that require substantial expenditures or limit our ability to offer some of our services and products. These regulations might also increase costs by creating new privacy procedures and requirements.

In the United States, we must perform our clinical drug and biologic services in compliance with applicable laws, rules and regulations, including GCP regulations, which govern, among other things, the design, conduct, performance, monitoring, auditing, recording, analysis, and reporting of clinical trials. Before a human clinical trial may begin, the manufacturer or sponsor of the clinical product candidate must file an IND with the FDA, which

50

contains, among other things, the results of preclinical tests, manufacturer information and other analytical data. A separate submission relating to an existing IND must also be made for each successive clinical trial conducted during product development. Each clinical trial must be conducted pursuant to, and in accordance with, an effective IND.

In addition, under the GCP regulations, each human clinical trial is subject to the oversight of an institutional review board, which is an independent committee that has the authority to review, approve, monitor and suspend a clinical trial for which the institutional review board has responsibility. The FDA, an institutional review board or a biopharmaceutical company may suspend or terminate a clinical trial at any time on various grounds, including a finding that the study subjects are being exposed to an unacceptable health risk.

In order to comply with the GCP and other regulations, either we or our clients must, among other things:

•  comply with specific requirements governing the selection of qualified investigators;

•  obtain specific written commitments from the investigators;

•  obtain institutional review board approval of the clinical trial;

•  verify that appropriate patient informed consent is obtained before the patient participates in a clinical trial;

•  ensure adverse drug reactions resulting from the administration of a drug or use of a device during a clinical trial are medically evaluated and reported in a timely manner;

•  monitor the validity and accuracy of data;

•  verify drug or device accountability;

•  instruct investigators and study staff to maintain records and reports; and

•  permit appropriate governmental authorities access to data for review.

We must also maintain reports and other related information and documents in compliance with applicable regulatory requirements for each study. These reports, other information and documents may be audited by our clients, the FDA or similar regulatory authorities.

A failure to comply with applicable regulations relating to the conduct of clinical trials or the preparation of marketing applications could lead to a variety of sanctions. For example, violations of the GCP regulations could result, depending on the nature of the violation and the type of product involved, in the issuance of a warning letter, suspension or termination of a clinical study, refusal by the FDA to approve clinical trial or marketing applications or withdrawal of such applications, injunction, seizure of investigational products, civil penalties, criminal prosecutions or debarment from assisting in the submission of new drug applications.

We monitor our clients’ clinical trials to test for compliance with applicable laws and regulations in the United States and the foreign jurisdictions in which we operate. We have adopted standard operating procedures that are designed to satisfy regulatory requirements and serve as a mechanism for controlling and enhancing the quality of those clinical trials. In the United States, our procedures were developed to ensure compliance with the GCP regulations and associated guidelines.

The Standards for Privacy of Individually Identifiable Health Information, or Privacy Rule, issued under the Health Insurance Portability and Accountability Act of 1996, or HIPAA, restrict the use and disclosure of certain protected health information. Under the Privacy Rule, specified entities may not use or disclose protected health information without the authorization of the individual whose information is protected, unless the use or disclosure of the information is specifically permitted by regulation or law.

We are not a covered entity under the HIPAA Privacy Rule. However, in connection with our clinical development activities, we do receive protected health information from covered entities subject to HIPAA. In order for those covered entities to disclose protected health information to us, the covered entity must obtain an authorization meeting Privacy Rule requirements from the research subject, or make a disclosure under an exception to the Privacy Rule’s authorization requirement. As part of our research activities, we require covered entities that perform research activities on our behalf to comply with HIPAA, including the Privacy Rule’s authorization requirement.

Outside of the United States, many countries have enacted laws to safeguard the privacy and security of personal information, including individually identifiable health information. The member states of the European Union

51

have adopted a rigorous system of data protection regulations, based upon a framework imposed by the 1995 European Commission Directive on Data Protection, or the Directive. The Directive provides broad protections for personal information, including, among other things, notice requirements, limits on the scope and duration that personal information may be maintained and processed, restrictions on disclosures of personal information, standards for providing individuals with control over the manner in which personal information is processed, and restrictions on transfers of such data to countries that the European Union finds to lack adequate data protection laws of their own. The Directive applies standards for the protection of all personal data, not just health information, in the European Union and requires its member states to enact national laws implementing the Directive. Our operations in Europe are subject to the Directive and to any variations in the Directive as enacted by individual member states in which we operate.

Professional Staff

As of May 31, 2010, we had approximately 2,360 professional staff located throughout North America, Latin America, Europe and the Asia-Pacific regions. Of these, approximately 2,185 are full-time employees, and the remainder are part-time employees or independent contractors. Approximately 24% of our professional staff are located outside of the United States. None of our employees are subject to a collective bargaining agreement. Employees in certain of our non-U.S. locations are represented by works councils as required by local laws. We believe that our relations with our employees are good.

Legal Proceedings

We are party to lawsuits and administrative proceedings incidental to the normal course of our business. We do not believe that any liabilities related to any current lawsuits or proceedings will have a material adverse effect on our financial condition, results of operations or cash flows.

Properties

Our headquarters are located on our campus in Fort Washington, Pennsylvania, where we lease approximately 96,000 square feet of space under leases with terms that are scheduled to expire between April 2014 and June 2017. This facility accommodates our executive offices, recruiting and management operations. We lease additional office space in Montreal, Canada; Buenos Aires, Argentina; Mexico City, Mexico; Bogota, Colombia; Sao Paolo, Brazil; Santiago, Chile; Lima, Peru; Paris and Caen, France; Nuremburg, Germany; Barcelona and Madrid, Spain; Beijing, China; and Seoul, South Korea.

Corporate Information

We were incorporated in Delaware on January 30, 2006 as Cross Shore Acquisition Corporation, a blank check company formed for the sole purpose of acquiring an operating business engaged in the delivery of business services to consumers and companies in the United States. On April 24, 2006, we consummated an initial public offering on the Alternative Investment Market of the London Stock Exchange, or AIM, and on August 30, 2007, a wholly owned subsidiary of our company completed a merger with ReSearch Pharmaceutical Services, Inc., a Pennsylvania corporation providing services to the biopharmaceutical industry since 1994, which we refer to in this prospectus as Old RPS. Upon the completion of the merger, we changed our corporate name to ReSearch Pharmaceutical Services, Inc. and Old RPS, which survives as our wholly owned subsidiary, was converted into a Delaware limited liability company with the name ReSearch Pharmaceutical Services, LLC. We are now a holding company for, and conduct all of our operations through, ReSearch Pharmaceutical Services, LLC.

On September 4, 2009, we delisted our common stock from AIM following approval of the delisting by the requisite number of our stockholders. Trading of our warrants on AIM was suspended simultaneously, and our warrants were delisted from AIM on October 5, 2009. All of our unexercised warrants expired on April 28, 2010.

In December 2008, we completed the acquisition of three CROs located in France, Germany, and Spain, and in July 2009 we completed the acquisition of a CRO located in China.

52

Management

The following table sets forth certain information about our executive officers and directors:

Name	Age		Position
Daniel M. Perlman		53	Chief Executive Officer and Chairman of the Board of Directors
Harris Koffer		57	Chief Operating Officer, President, and Director
Steven Bell		52	Chief Financial Officer and Executive Vice President of Finance
Janet L. Brennan		49	Chief International Affairs Officer and Executive Vice President
Samir Shah		35	Executive Vice President, Strategic Development
Thomas R. Armstrong		65	Director
Jack H. Dean		68	Director
James R. Macdonald		53	Director
Warren W. Myers		48	Director
Daniel Raynor		50	Director
Stephen E. Stonefield		61	Director
Peter M. Yu		48	Director

Daniel M. Perlman joined Old RPS in 1998 as President and became its Chief Executive Officer and Chairman of the Board of Directors in 2001. Mr. Perlman continued as our Chief Executive Officer and Chairman of the Board of Directors following the merger between Cross Shore and Old RPS. From 1993 until joining Old RPS, Mr. Perlman served as Vice President—Operating Specialties at Kforce Inc., a professional staffing company, where he started the contract staffing divisions in the pharmaceutical, healthcare, engineering, legal and scientific industries. From 1990 to 1993, Mr. Perlman served as Managing Director of a local division of CDI Corporation, a professional staffing company, where he specialized in pharmaceutical outsourcing. Prior to that, Mr. Perlman worked at a private label division of Goodyear where he last served as Vice President - Sales and Marketing, Private Label Division. From 1985 until 1990, Mr. Perlman was President of TKA, a tire company in eastern Pennsylvania. He graduated from The Haverford School and The Wharton School, University of Pennsylvania.

The Board of Directors believes that Mr. Perlman’s extensive experience leading both our Board of Directors and our company, his intimate familiarity with our business, and his 20 years of management experience in the pharmaceutical outsourcing and staffing industry give him the expertise, skills, and judgment to serve as Chairman. Under Mr. Perlman’s guidance, our Board of Directors has expanded our global footprint and increased our growth in a manner that we believe has positioned us well for the future.

Harris Koffer joined Old RPS in July 2006 as President and Chief Operating Officer and a member of its board of directors, and has continued as our President and Chief Operating Officer and as a director of our company following the merger between Cross Shore and Old RPS. Prior to joining Old RPS, from December 2005 to June 2006, Dr. Koffer served as Corporate Executive Vice President and President, Cardiac Safety Services, for Medifacts International, a cardiac safety service provider. Dr. Koffer resigned from all positions he held at Medifacts International in June 2006. On January 28, 2007, Medifacts International filed for Chapter 11 bankruptcy protection. Dr. Koffer also served as Vice President, Clinical Trials and Pharmaceutical Business Development, for Quest Diagnostics from 2000 to November 2005, and served in various positions at Covance Inc., a global CRO, and its predecessor companies from 1981 to 2000, including as Vice President and General Manager of Covance Clinical Services from 1995 to 1998, and as President of Covance Periapproval Services from 1992 to 1995. In addition, Dr. Koffer served on the board of directors for BioImaging Technologies from 1995 to 1998. Dr. Koffer has served as Adjunct Assistant Professor of Pharmacy in Medicine at the University of Pennsylvania School of Medicine and as Clinical Associate Professor of Pharmacy at the Philadelphia College of Pharmacy and Science. Dr. Koffer has published and presented numerous papers in the fields of cardiovascular clinical pharmacology and pharmacoeconomics. He earned both a B.S. degree in pharmacy and a PharmD. degree

53

from the Philadelphia College of Pharmacy and Science and completed a Fellowship in Clinical Pharmacology at Thomas Jefferson University Hospital in Philadelphia.

The Board of Directors believes that Dr. Koffer’s service as a director since 2006 and his more than 30 years of experience in biopharmaceutical research and development provides him with a substantial knowledge and understanding of our company, the biopharmaceutical industry, and the contract service organization marketplace that enable him to be a valuable member of our Board of Directors. Dr. Koffer’s experience in the academic and private sector, his doctorate in pharmacy, and his expertise in pharmacoeconomics, clinical pharmacology, pharmacoepidemiology, and drug development in general, as well as his experience as an executive at several clinical research and related organizations give him particular professional expertise and management experience relevant to his qualifications as a director.

Steven Bell joined Old RPS in 2003 as Executive Vice President, Finance and Chief Financial Officer, and has continued in those positions with our company following the merger between Cross Shore and Old RPS. Prior to joining Old RPS, Mr. Bell served as Chief Financial Officer for CareScience, Inc., a publicly traded healthcare technology company located in Philadelphia. Before that, Mr. Bell spent four years at The MRC Group, Inc., a national medical transcription company, where he served as Senior Vice President of Finance. In addition to his executive experience, Mr. Bell’s career includes 13 years in public accounting, first at Price Waterhouse, and then as a partner in the firm Zelenkofske, Axelrod and Co. Mr. Bell is a certified public accountant and received his B.S. degree in Business Administration from Temple University in Philadelphia.

Janet L. Brennan joined Old RPS in 1999 as its Vice President of Clinical Operations and was promoted to Chief Operating Officer in 2001, and then promoted to the position of Chief Clinical Officer and Executive Vice President of Global Operations in 2006, and remained in that position with our company following the merger between Cross Shore and Old RPS. Ms. Brennan was promoted to the position of Chief International Affairs Officer and Executive Vice President in 2009. She has been instrumental in the expansion of our company into global markets and is currently responsible for directing and managing the business and clinical research operations for the Asia-Pacific, Europe and Latin America regions. Ms. Brennan has over 19 years of experience in clinical trial operational and strategic development activities in the contract resourcing arena of the biopharmaceutical industry. Prior to joining our company, Ms. Brennan had managerial responsibilities as a director of several large project management and clinical monitoring departments and began her career in the industry in the pharmacovigilance area. Ms. Brennan’s clinical trial experience includes Phase I, Phase II, Phase III, Phase IV, post-marketing surveillance and treatment IND applications. Ms. Brennan is a registered nurse and holds a B.S.N degree from Thomas Jefferson University in Philadelphia.

Samir Shah joined Old RPS in 2000 and served as its Vice President, Strategic Development and continued in that position with our company following the merger of Cross Shore and Old RPS. Mr. Shah was promoted to the position of Executive Vice President, Strategic Development of our company in June 2010. Mr. Shah oversees business development and has responsibilities for corporate expansion. From 1992 until 2000, Mr. Shah worked in the pharmaceutical, biotech and clinical research organization industries in various roles in both clinical research and business operations at Parexel International, US Bioscience, Zeneca Pharmaceuticals and IBAH (Bio-Pharm) Clinical Services. Mr. Shah began his career in the Department of Psychiatry/Pharmacology at the University of Pennsylvania Medical Center where he was a Research Scientist. Mr. Shah received a B.S. degree in Bio-Psychology from Saint Joseph’s University in Philadelphia.

Thomas R. Armstrong has served as a director of our company since 2008. He co-founded Cartesian Capital Group, LLC, a global private equity firm with more than $1 billion in commitments under management. Mr. Armstrong served as Senior Advisor to AIG Capital Partners, or AIGCP, from 1999 to 2005, playing an active role in a number of the firm’s investments. Mr. Armstrong previously co-founded Advent International, a global private equity investment firm, in 1984, where he served as Executive Vice President and Chief Operating Officer from its inception to 1998. During that period, he served on Advent’s investment committee and assisted in the formation and operation of over 20 affiliated private equity firms around the world. Mr. Armstrong has also served as Vice President, International, of The Allen Group, a publicly listed manufacturer of capital equipment, automotive parts, and consumer products. Mr. Armstrong also previously co-founded and served as Chief Operating Officer of Thrasos, Inc., a pharmaceutical development firm using combinatorial and computational chemistry technology to validate early stage biological targets and accelerate the development of new therapeutic agents. Mr. Armstrong

54

holds engineering degrees from Princeton University and Cornell University, and an MBA from Harvard Business School. Mr. Armstrong is a director of SCM Private Equity GP Ltd. and SCM Private Equity II GP Ltd. Mr. Armstrong was previously a director of Lexent Technologies.

The Board of Directors believes that Mr. Armstrong’s background in drug development as a founder and former chief operating officer of Thrasos, and his financial and investment expertise developed from investments in more than 200 companies in over a dozen different industries, gives him an experienced perspective on both the technical and the economic aspects of our business, and provides the Board of Directors with experienced views on the matters that come before the Board of Directors. In addition, Mr. Armstrong’s experience in international investments and transactions has been valuable in developing international operations as we expand our global footprint.

Jack H. Dean has served as a director of our company since 2008. Dr. Dean retired in January 2006 as the President of U.S. Science and Medical Affairs for Sanofi-Aventis, a global pharmaceutical company, and as the Global Director of Preclinical Development for Sanofi-Aventis, SA. Dr. Dean is currently a director of Drug Development Advisors, LLC, his drug development and drug safety consulting company, and a research professor in the departments of Pharmacology and Toxicology at the College of Medicine at the University of Arizona. Prior to retiring after his 18-year tenure with Sanofi-Aventis and legacy companies, Dr. Dean was the Executive Vice President, Development and Director of the Department of Toxicology and Vice President, Drug Safety Assessment, for Sterling Winthrop, a global pharmaceutical company, as well as the Director of the Sterling Winthrop Pharmaceuticals Research Center. From 1982 to 1988, Dr. Dean was the head of the Department of Cellular and Molecular Toxicology at the Chemical Industry Institute of Toxicology, and was the head of the Immunotoxicology Section of National Institute of Environmental Health Services and National Toxicology Program at the National Institutes of Health. Dr. Dean holds a B.S. degree in microbiology and a M.S. degree in medical microbiology from California State University, Long Beach, and a Ph.D. in molecular biology, with a minor in biochemistry, from the University of Arizona Health Sciences Center in Tucson, Arizona. Dr. Dean is a Chevalier in the Ordre national de la Légion d’honneur for his contribution to medical and pharmaceutical research.

The Board of Directors believes that Dr. Dean’s more than 20 years of experience in the drug development industry and management experience in government, academic, and the private sector gives him extensive knowledge of our industry and business. Dr. Dean’s drug development and drug safety expertise, his advanced degrees in relevant scientific fields, and his position as a professor of pharmacology and toxicology give him particular technical expertise related to our business that is relevant to his qualifications as a director. In addition, the Board of Directors believes that Mr. Dean’s consulting experience gives him a broad perspective and insight on effectively managing and advising a business.

James R. Macdonald began serving as a director of Old RPS in 2001 and has continued to serve as a director of our company following the merger between Cross Shore and Old RPS. Mr. Macdonald is a Managing Director of First Analysis Corporation, an investment research and private equity management company he joined in 1997. Prior to that, he was employed by Nalco Chemical Company from 1983 to 1997. Mr. Macdonald is on the boards of several other private companies as part of his investment role with First Analysis. Mr. Macdonald graduated with a B.S. degree in civil engineering from Cornell University and an MBA degree from Harvard Business School.

The Board of Directors believes that Mr. Macdonald’s service as a director of Old RPS and our company for more than nine years gives him significant knowledge of our company, its history, and its businesses. Additionally, Mr. Macdonald is a director of three private companies in the healthcare and outsourced services field, a registered research analyst covering multiple public healthcare and outsourcing companies, and the managing partner of private equity funds responsible for investments in more than 10 companies in the healthcare and outsourced services industries, giving him specialized insight into both our business and the business of our clients.

Warren W. Myers began serving as a director of our company in 2008. Mr. Myers presently serves as a consultant to the biopharmaceutical industry, and most recently was the Executive Director, Strategic Sourcing and Procurement at Amgen Inc., serving Amgen’s Research and Development organization. Mr. Myers joined Amgen in 1997 and left to start his consulting business in late 2007. Prior to his time with Amgen, Mr. Myers was Associate Director, Medical Research with Bayer Pharmaceuticals. Mr. Myers joined Bayer in 1991. Mr. Myers

55

holds a B.A. degree in biology from the University of California, Santa Barbara, and an M.S. degree in technology management from Pepperdine University.

The Board of Directors believes that Mr. Myers’ more than 10 years of experience in sourcing and procurement for the biopharmaceutical industry, his advanced degrees in relevant fields, and his medical research and development experience provide Mr. Myers with extensive knowledge of our business and our industry, as well as the sourcing and procurement needs of our clients. In addition, Mr. Myers’ consulting experience gives him a broad perspective and insight on effectively managing and advising a business.

Daniel Raynor began serving as a director of Old RPS in 2001 and has continued to serve as a director of our company following the merger between Cross Shore and Old RPS. He is a managing partner of The Argentum Group, a private equity firm, a position he has held since co-founding the firm in 1987. In this capacity, Mr. Raynor also serves as a director of several privately held companies engaged in outsourced, healthcare and technology-enabled services in which Argentum’s managed funds have an equity interest. Mr. Raynor also serves as a director of Comforce, Inc., a publicly traded New York-based provider of staffing, consulting and outsourcing solutions. Previously, Mr. Raynor served as a director and compensation committee member of NuCo2, Inc., a provider of carbon dioxide to the hospitality industry, from February 1998 until it was acquired in May 2008 and ceased being a publicly traded company. He received a B.S. degree in economics from The Wharton School, University of Pennsylvania.

The Board of Directors believes that Mr. Raynor’s service as a director of Old RPS and our company for more than nine years gives him extensive knowledge of our history and business, and his position as a current or former director of several private companies in the outsourcing, consulting and technology-enabled services fields provides him with significant knowledge of our industry. Additionally, Mr. Raynor currently serves as a director of a publicly traded company, and has served as a director of another leading clinical research organization, and is the managing partner of private equity funds responsible for investments in more than 50 companies in the healthcare and outsourcing fields, which provides the Board of Directors with significant guidance relating to our business and our industry.

Stephen E. Stonefield became a director of Cross Shore in 2006 and has continued to serve as a director of our company following the merger between Cross Shore and Old RPS. Mr. Stonefield is a senior advisor and global strategy officer for Sabrient Systems LLC, a quantitative equity research publishing and advisory company. Mr. Stonefield has also served as Director of Precise Asset Management Pte. Ltd. since 2004, and is also serving in senior advisory roles to two privately held companies in Asia. In 2003, Mr. Stonefield retired after three decades of senior positions in investment banking, largely in Asia, most recently as Chairman, Pacific Region, of Credit Suisse First Boston, or CSFB, and former Vice-Chairman and member of the Executive Board of CSFB. Prior to joining CSFB, Mr. Stonefield was a Managing Director at Smith Barney in New York, where he was head of Equity Capital Markets and Financing Services and a member of the firm’s Steering Committee. Prior to that, he was a Managing Director at Morgan Stanley in Tokyo and New York. He began his career in finance at Continental Illinois Ltd. Mr. Stonefield has also served as a member of the Economic Review Committee for financial services in Singapore, the Securities Industry Council of Singapore, and as a member of the International Advisory Board Kuala Lumpur Stock Exchange in Malaysia. Mr. Stonefield graduated summa cum laude from Dartmouth College with a B.A. degree and has an M.A. degree from Harvard University.

The Board of Directors believes that Mr. Stonefield’s service as a director of our company since 2006 and his extensive career in global investment banking enhance his qualifications to serve on the Board of Directors, especially with our recent expansion into the Asia-Pacific market. His service as a director and executive of a number of global investment banks allows him to provide a broad perspective on techniques for effectively running a business, while his particular expertise in finance and investment, especially as it relates to international investments and management of those investments, has made Mr. Stonefield particularly valuable in the growth of our international footprint.

Peter M. Yu began serving as a director of our company in 2008. Mr. Yu founded Cartesian Capital Group, LLC, a global private equity firm with more than $1 billion in commitments under management and responsible for more than 12 investments in a variety of fields and industries. Prior to founding Cartesian, Mr. Yu founded and served as President and Chief Executive Officer of AIGCP. Under his leadership, AIGCP became a leading international private equity firm, with more than $4.5 billion in committed capital. Prior to founding AIGCP in

56

1996, Mr. Yu served President Clinton as Director to the National Economic Council, the White House office responsible for developing and coordinating economic policy. A graduate of Harvard Law School, Mr. Yu served as President of the Harvard Law Review and as a law clerk on the U.S. Supreme Court. Mr. Yu received a B.A. degree from Princeton University’s Woodrow Wilson School. Mr. Yu is a director of Banco Daycoval, S.A., a publicly traded bank headquartered in Brazil. Mr. Yu is also a director of a number of private entities partly or wholly owned by funds sponsored by Cartesian Capital Group.

The Board of Directors believes that Mr. Yu’s background in business management and financial and investment expertise gives him an experienced perspective on the economic side of our business and provides our Board of Directors with access to different and current views on the issues facing our company and our business. In addition, Mr. Yu’s extensive experience in international management and transactions has been instrumental in our recent global acquisitions and the integration of those acquisitions into our operations, which has made Mr. Yu also particularly valuable in the growth of our international footprint.

Board Composition, Committees, and Board Independence

Our business is managed under the direction of our Board of Directors, in accordance with the General Corporation Law of the State of Delaware and our bylaws. Members of the Board of Directors are kept informed of developments in our business through discussions with the Chairman and Chief Executive Officer and other officers, by reviewing materials provided to them, and by participating in regular and special meetings of the Board of Directors and its committees.

Our amended and restated certificate of incorporation provides that the size of our Board of Directors shall consist of not less than one nor more than eleven directors. Our Board of Directors currently consists of nine directors, with three classes of directors, each consisting of three directors. The directors serve for staggered three-year terms:

•  Messrs. Macdonald, Armstrong, and Stonefield are each Class I Directors whose terms will expire at our 2011 annual meeting of stockholders;

•  Messrs. Raynor and Myers and Dr. Dean are each Class II Directors whose terms will expire at our 2012 annual meeting of stockholders; and

•  Messrs. Perlman and Yu and Dr. Koffer are each Class III Directors whose terms will expire at our 2013 annual meeting of stockholders.

Pursuant to an agreement between us, certain of our stockholders, and Pangaea One Acquisition Holdings I, LLC, or Pangaea, an affiliate of Cartesian Capital Group, LLC, or Cartesian, Pangaea has the right to nominate and have elected up to two designees to our Board of Directors as long as Pangaea owns at least 20% of our outstanding common stock, and one designee as long as Pangaea owns at least 10% of our outstanding common stock. Pangaea currently owns approximately 25% of our common stock, and Messrs. Yu and Armstrong were Pangaea’s nominees and have been elected to our Board of Directors. The agreement expires on August 30, 2010.

Board of Directors

Our Board of Directors has a long-standing commitment to sound and effective corporate governance practices. The foundation for our corporate governance is the Board of Directors’ policy that a majority of its members should be independent. We intend to apply to list our stock on the NASDAQ Global Market. Under the applicable standards promulgated by NASDAQ, our Board of Directors has determined that five, and therefore a majority, of our current directors, Messrs. Raynor, Macdonald, Meyers and Stonefield and Dr. Dean, have no relationship which, in the opinion of the Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, and that each meets the objective requirement of “independence,” as defined by the applicable listing rules of NASDAQ.

Mr. Perlman serves as both our Chief Executive Officer and as Chairman of the Board of Directors. The Board of Directors believes that it is appropriate for Mr. Perlman to serve as both Chief Executive Officer and Chairman because the Board of Directors believes that his role in transforming our company from a pharmaceutical staffing company into a next generation CRO uniquely qualifies Mr. Perlman as the individual who generally sets the agenda for, and leads discussions of, strategic issues for our company at the Board of Directors level, and

57

implements those strategic decisions while managing our company as its Chief Executive Officer. In addition, the Board of Directors believes that combining Mr. Perlman’s roles of Chief Executive Officer and Chairman of the Board of Directors provides an effective bridge between management and the Board of Directors, which facilitates a better flow of information in both directions and more efficient execution of the strategic goals developed by the Board of Directors throughout our company. Further, the Board of Directors believes that our corporate governance structure provides the appropriate balance between the need for consistent strategic direction and the need for the objectivity and independence of the non-management directors. The Board of Directors believes that there are a number of effective oversight mechanisms currently in place, including that a majority of the Board of Directors is independent and that our Audit Committee and Compensation Committee are composed entirely of independent directors and perform significant oversight functions, as detailed below under the heading “Board Committees.” The Board of Directors believes that separating the roles of Chairman and Chief Executive Officer would result in a less efficient implementation of our strategies without providing any added benefit beyond that already achieved by our existing governance structure.

The Board of Directors has considered, designating a “lead independent director” but has elected not to do so at this time because, as described above, the Board of Directors believes that the current structure under which Mr. Perlman serves as Chairman and Chief Executive Officer is the most efficient and effective leadership structure for the Board of Directors and for our company. The Board of Directors has determined that each independent director represents expertise in the technical, financial, business, and international facets of our operations, and together provide comprehensive guidance in developing strategies for our growth. Further, the composition of our Audit Committee and Compensation Committee, each of which consists solely of independent directors and is chaired by a different director, provides our independent directors with leadership opportunities and promotes the potential for differing perspectives in these key areas of governance. Because of these factors, the Board of Directors has determined that each independent director plays an equally important role in the overall function of the Board of Directors and that designating one as the “lead independent director” would serve no additional benefit beyond that already achieved by our existing governance structure. However, with a view towards our commitment to sound and effective corporate governance practices, the Board of Directors, depending on circumstances, will consider other leadership models, including designating a “lead independent director,” if it becomes appropriate in the future.

Board Committees

Our Board of Directors has established an Audit Committee and a Compensation Committee, both of which operate pursuant to written charters.

Audit Committee

Our Audit Committee assists our Board of Directors in the oversight of the integrity of our consolidated financial statements, as well as the qualifications, independence and performance of our independent registered public accounting firm. Our Audit Committee currently consists of Mr. Macdonald as the chairman and Mr. Stonefield, each of whom our Board of Directors has determined to be independent under SEC and NASDAQ rules. We intend to add a third independent director to the Audit Committee upon or prior to the completion of this offering in order to satisfy applicable NASDAQ listing rules. The Audit Committee currently operates under a written charter, and intends to amend the current charter to satisfy the applicable standards of the SEC and NASDAQ listing rules.

Our Audit Committee’s responsibilities include:

•  monitoring the integrity and clarity of our financial statements, including significant financial reporting issues and judgments which they contain;

•  reviewing the consistency of, and any changes to, accounting policies, and the methods used to account for significant or unusual transactions;

•  ensuring the use of appropriate accounting standards;

•  monitoring our internal control over financial reporting, disclosure controls and procedures and code of business conduct and ethics;

58

•  meeting independently with our independent registered public accounting firm and management;

•  preparing the Audit Committee report required by SEC rules;

•  reviewing the arrangements for our employees to report concerns regarding financial reporting or other matters;

•  monitoring and reviewing the effectiveness and management of our internal audit function;

•  overseeing the relationship with our external auditor, including compensation and independence, and the selection process for new auditors, if necessary; and

•  approving in advance all audit services to be provided to us and all non-audit services, other than de minimus non-audit services, to be provided to us by our independent registered public accounting firm.

Messrs. Macdonald and Stonefield have significant past employment experience in finance, and our Board of Directors has designated each of them as audit committee financial experts under SEC rules.

In addition to the Audit Committee’s responsibilities set forth above, the Audit Committee has, pursuant to its current charter, primary responsibility for the oversight of risks that could affect us. The entire Board of Directors is actively involved in, and has ultimate responsibility for, the oversight of risks facing us and management of that risk, but the Audit Committee conducts preliminary evaluations of risk and addresses risk prior to review by the Board of Directors. The Audit Committee considers and reviews, in conjunction with our internal control processes, independent public accounting firm and management, the adequacy of our internal controls, including the processes for identifying significant risks or exposures, and elicits recommendations for the improvements of such procedures where desirable. In addition to the Audit Committee’s role, the full Board of Directors is involved in oversight and administration of risk and risk management practices by overseeing members of senior management in their risk management capacities, and regularly reviewing and analyzing the investment of our available cash and accompanying risk levels. Members of our senior management have day-to-day responsibility for risk management and establishing risk management practices, and members of management are expected to report matters relating to financial or accounting risk to the Audit Committee, and to report all other matters directly to the Board of Directors as a whole. Members of our senior management have an open line of communication to the Board of Directors and have the discretion to raise issues from time to time in any manner they deem appropriate, and management’s reporting on issues relating to risk management typically occurs through direct communication with directors or committee members as matters requiring attention arise.

Compensation Committee

Our Compensation Committee exercises authority over the compensation of our executive officers and directors, and may not delegate its authority to other persons. In the instances where approval from our Board of Directors is necessary to make compensation decisions, such as in approval of our equity incentive plan or awarding stock options, the Compensation Committee advises our Board of Directors accordingly. No director or executive officer is permitted to be involved in any decisions regarding his or her own compensation. Our Compensation Committee consists of Mr. Raynor as the chairman and Mr. Stonefield, each of whom our Board of Directors has determined to be independent under NASDAQ listing rules. The Compensation Committee currently operates under a written charter, and intends to amend the current charter to satisfy the applicable standards of the SEC and NASDAQ listing rules.

Our Compensation Committee’s responsibilities and authority include:

•  reviewing and approving our chief executive officer’s compensation;

•  evaluating the performance of our executive officers and reviewing and approving the compensation of our other executive officers;

•  overseeing and administering our bonus and equity incentive plans;

•  reviewing and approving director compensation; and

•  preparing the compensation committee report included in our annual report to stockholders, as required by SEC rules.

The section of this prospectus entitled “Compensation Discussion and Analysis” includes additional information

59

about the processes and procedures of the Board of Directors and the Compensation Committee for considering and determining executive officer compensation.

In addition to the Audit Committee, the Compensation Committee considers the risks that may be implicated by our executive compensation practices, as described under the heading “Executive Compensation—Compensation Discussion and Analysis—Performance Bonuses.”

Nominating and Corporate Governance Committee

We have not previously established a nominating committee or adopted a nominating committee charter. Our past practice has been for the entire Board of Directors to evaluate the merits of director nominees based on the experience of the nominee in our industry, the nominee’s prior experience as a director of a company similar to ours, and on the other attributes we deem desirable in a director. The view of the entire Board of Directors, rather than a specific subset, have been valuable in evaluating prior nominees for director. We intend to establish a nominating and corporate governance committee prior to the completion of this offering that will operate under a written charter satisfying the applicable standards of the SEC and NASDAQ listing rules.

Compensation Committee Interlocks and Insider Participation

Daniel Raynor and Stephen Stonefield were the only members of our Compensation Committee during the last fiscal year, neither of whom has ever been an employee or officer of our company. None of our executive officers serves as a member of the Board of Directors or compensation committee, or other committee serving an equivalent function, of any entity that has one or more executive officers who serve as members of our Board of Directors or our Compensation Committee.

Director Compensation

Until August 30, 2007, the Board of Directors of Cross Shore consisted of Edward V. Yang (chair), Dennis M. Smith, Stephen E. Stonefield and Jon A. Burgman. The directors were not paid compensation of any kind until August 30, 2007, with the exception of reimbursement for out-of-pocket expenses incurred by or on behalf of the director in identifying and performing due diligence on potential acquisition targets. Effective August 29, 2007, Messrs. Smith and Yang each entered into service agreements with us. Messrs. Smith and Yang resigned as directors effective December 6, 2007, but their respective service agreements remained in place. Mr. Burgman resigned as a director on August 30, 2007, and Mr. Stonefield remained as a director of our company. Pursuant to the service agreements, Messrs. Smith and Yang provided consulting services, were entitled to receive their respective annual base salaries ($60,000 each), and were eligible to participate in all of our benefit plans and equity incentive plans, and to receive an annual bonus at the sole discretion of our Board of Directors for a period of two years. Under the terms of this arrangement, Messrs. Smith and Yang received $60,000 each for the year ended December 31, 2008 and additional compensation of $15,168 and $10,417, respectively, related to our cost of medical, dental and other insurance premiums covered under our benefit plans. Messrs. Smith and Yang received $40,000 each for the year ended December 31, 2009 and additional compensation of $9,152 and $6,391, respectively, related to the cost of medical, dental and other insurance premiums covered under our benefit plans. The service agreements were not renewed and expired on their terms on August 29, 2009.

In conjunction with the merger with Old RPS, Daniel Perlman, Harris Koffer, Daniel Raynor and James Macdonald were appointed as directors. Thomas Armstrong, Peter Yu, Warren Myers, and Jack Dean were appointed as directors on May 12, 2008. Dr. Dean and Messrs. Stonefield and Myers are each entitled to receive $6,250 per quarter for their service on our Board of Directors, totaling $25,000 annually. In addition, Dr. Dean and Mr. Myers were each granted options to purchase 5,000 shares of our common stock at an exercise price of $3.70 per share on the day they were appointed to the Board of Directors in May 2008, and Mr. Stonefield was granted an option to purchase 5,000 shares of our common stock at an exercise price of $1.75 per share on May 20, 2009. One-third of the stock options granted to Dr. Dean and Messrs. Myers and Stonefield vest on each anniversary of the grant date over three years. The directors of our predecessor, Old RPS, were not compensated for their services.

Mr. Perlman and Dr. Koffer receive no additional compensation for their service as directors of RPS.

60

Compensation for Mr. Perlman and Dr. Koffer is set forth in the Summary Compensation Table below. Messrs. Yu, Armstrong, Raynor and Macdonald receive no compensation for their service as directors.

The following table provides compensation information for the year ended December 31, 2009 for each member of our Board of Directors serving during 2009.

	Fees Earned or		Option
Name(1)(3)	Paid in Cash		Awards(2)		Total
Stephen E. Stonefield	$	25,000	$	4,350	$	29,350
Jack H. Dean	$	25,000		—	$	25,000
Warren W. Myers	$	25,000		—	$	25,000
Peter M. Yu		—		—		—
Thomas R. Armstrong		—		—		—
Daniel Perlman		—		—		—
Harris Koffer		—		—		—
Daniel Raynor		—		—		—
James Macdonald		—		—		—

(1)	In 2009, no director received any stock awards, non-equity incentive plan compensation, or other compensation, nor were there any pensions or nonqualified deferred compensation available to the directors solely as compensation for their services as directors. Therefore, the columns with the headings “Stock Awards,” “Non-Equity Incentive Plan Compensation,” “Changes in Pension Value and Nonqualified Deferred Compensation Earnings,” and “All Other Compensation” have been omitted from this table.
(2)	Amount reflects the grant date fair value of options granted in 2009 computed in accordance with Codification Topic 718 regarding stock compensation, excluding the effect of estimated forfeitures. The exercise price of the options granted to Mr. Myers and Dr. Dean on May 12, 2008 was $3.70 per share with an aggregate fair value of $9,450 each. The exercise price of the options granted to Mr. Stonefield on May 20, 2009 was $1.75 per share with an aggregate fair value of $4,350. The fair value was calculated using a Black-Scholes option-pricing model for those grants issued to directors and executive officers. For a discussion of the assumptions utilized in the Black-Scholes option-pricing model, please see Note 2 to our consolidated financial statements for the fiscal year ended December 31, 2009, which are included in this prospectus. As of December 31, 2009, each of Messrs. Stonefield and Myers and Dr. Dean held stock options to purchase an aggregate of 5,000 shares. As of December 31, 2009, Mr. Perlman and Dr. Koffer held stock options to purchase 450,000 and 989,279 shares, respectively.
(3)	Messrs. Yang and Smith did not serve as directors during the 2009 fiscal year, and are therefore not included in this table. Compensation arrangements with Messrs. Smith and Yang are described above under the heading entitled “Director Compensation.”

61

Executive Compensation

Compensation Discussion and Analysis

Our Compensation Committee, currently comprised of Mr. Raynor as chairman and Mr. Stonefield, has overall responsibility for reviewing and approving the recommendations of management with respect to the appropriate compensation policies, programs and levels, and for continually monitoring adherence to our compensation philosophy. The Compensation Committee is responsible for ensuring that the total compensation paid to our executive officers is fair, reasonable and competitive and approves all changes to the compensation packages for our Chief Executive Officer and our other executive officers.

Objectives of Our Compensation Program

The primary objective of our compensation program is to ensure that members of our executive management team are provided with appropriate incentives to encourage enhanced performance and are, in a fair and responsible manner, rewarded for their individual contributions to our success. The Compensation Committee reviews and approves our compensation program to provide sufficient compensation opportunities for executives in order to attract, retain and motivate the best possible management team to lead us in the achievement of both our short- and long-term performance goals. The Compensation Committee believes that the first step in attracting and retaining executives is to ensure that our compensation program is competitive in the marketplace. Furthering this goal, the compensation packages for each of our named executive officers, including the Chief Executive Officer, consist of a base salary, opportunities for annual cash compensation in the form of performance bonuses, and long-term compensation in the form of equity ownership.

Each of our named executive officers has a written employment agreement setting forth the material terms of his or her employment. The material terms of the named executive officers’ employment agreements currently in effect are described below under “Named Executive Officer Employment Agreements.”

On an ongoing basis, the Compensation Committee determines adjustments to base salary, the amount and timing of performance bonuses, the performance targets required to be achieved for the payment of performance bonuses, and the appropriate level and targets for other compensation, if any, to be paid to our named executive officers. The Compensation Committee, annually and as it otherwise deems appropriate, meets with the Board of Directors to obtain recommendations with respect to our compensation programs for executives and other employees. The Board of Directors may make recommendations to the Compensation Committee on base salary, performance targets and other terms, which the Compensation Committee may consider. No director or executive is involved in any decisions as to his or her own compensation.

Short-Term versus Long-Term Compensation

Short-term compensation paid to our named executive officers includes:

•  base salaries, which are paid in regular installments in accordance with our general payroll practices and are subject to customary withholding;

•  cash performance bonuses at the sole discretion of the Board of Directors or based on achieving business and financial goals determined by the Board of Directors or the Compensation Committee and as approved by the Compensation Committee; and

•  perquisites and personal benefits, which are paid consistent with our policies in appropriate circumstances.

Our long-term compensation currently consists of grants of stock options. Our executives may also participate in our 401(k) plan, which is open to all employees who have completed at least three months of service and are at least 21 years of age.

The Compensation Committee seeks to balance the need of our named executive officers for current income with the need to create longer-term incentives that are directly tied to achievement of our long-term targets and the enhancement of stockholder value. Our allocation between cash and non-cash and between short-term and long-term incentive compensation is set by the terms of the individual employment agreement and the terms of our equity incentive plan. Income from elements of incentive compensation is realized as a result of the performance of

62

our company or the executive, depending on the type of award, compared to goals proposed and approved by the Compensation Committee on an annual basis.

Benchmarking and Use of Compensation Consultants

The Compensation Committee does not engage in formal benchmarking when setting compensation for our named executive officers, including Mr. Perlman, although the Compensation Committee has in the past and would expect in the future to consider information regarding compensation of executive officers of other similar companies in revising our compensation plan. Neither the Board of Directors nor the Compensation Committee has engaged compensation consultants for the purposes of determining executive or director compensation. We have engaged compensation consultants for the purposes of general human resources and benefits advisory services that are applicable and available to all salaried employees, and the fees for such services did not exceed $120,000 in 2009.

Compensation Components

The principal compensation components for the named executive officers consists of the following:

•  Base salary: fixed pay that takes into account an individual’s role and responsibilities, experience, expertise, and individual performance.

•  Performance cash bonuses: paid to reward attainment of annual business and financial performance targets that the Board of Directors set and the Compensation Committee approved.

•  Long-term incentives: issued to reward increases in stockholder value over longer terms and align the interests of our executives with the interests of our stockholders.

Historically, the largest portion of our executives’ compensation packages have been in the form of annual base salary.

Base Salary

The Compensation Committee adjusts base salaries of our named executive officers based on a number of factors, with the primary factor being the base salary agreed upon in each named executive officer’s employment agreement, but also including an individual’s role and responsibilities, experience, expertise, individual job performance relative to his or her responsibilities, impact on development and achievement of our business strategy, and competitive market factors for comparable talent. The Compensation Committee may also adjust base salaries from time to time if a change in scope of the officer’s responsibilities justifies an adjustment or, in limited circumstances, to maintain salary competitiveness.

In 2009, the Compensation Committee increased the base salaries of Messrs. Perlman and Bell and Dr. Koffer by approximately 1%, and increased Ms. Brennan’s base salary by approximately 2%, when compared to the base salaries earned by those named executive officers in 2008, while Mr. Shah’s base salary remained the same.

Base salary for our named executive officers in fiscal years 2007 through 2009 is shown in the Summary Compensation Table below, under the heading “Salary.”

Annual Performance Bonuses

The Compensation Committee believes that some portion of overall cash compensation for executive officers should be contingent on the successful achievement of business and financial targets determined by the Board of Directors on an annual basis. To that end, and depending on our financial and operating performance, cash compensation is augmented in appropriate circumstances by the payment of performance bonuses. These performance-based bonuses more closely align an individual’s overall compensation with his or her performance and our financial performance. The Compensation Committee believes that this bonus arrangement focuses our executives on strategic goals established for the fiscal year and aligns management’s interests with those of our stockholders. The Compensation Committee historically established a bonus pool to be distributed to our executive officers upon the achievement of specified objectives.

63

In prior years, the Board of Directors had the discretion to increase the amount available in the aggregate bonus pool based on whether we exceed an established earnings before interest, taxes, depreciation, and amortization, or EBITDA, target. For example, if EBITDA exceeded the established target, a percentage ranging from 15% to 100% of such excess could be added to the aggregate amount available for bonuses. Exceeding the EBITDA performance target could result in performance bonuses exceeding the amounts initially reserved in the aggregate bonus pool, and falling short of the EBITDA performance target could result in performance bonuses less than the amount reserved for the aggregate bonus pool. The Compensation Committee has sole discretion whether the excess over targeted EBITDA will be added to the aggregate bonus pool, the percentage over targeted EBITDA that can be contributed to the aggregate bonus pool, and the percentage of the aggregate bonus pool to be paid to individual executive officers.

In determining the amounts to be paid to individual executive officers out of the established bonus pool, the Board of Directors considered factors including the performance of the individual executive and our performance as a whole, including performance as measured by EBITDA. In fiscal year 2008, the Board of Directors reviewed and approved an annual budget that included a provision for awarding performance bonuses to the executive officers based upon achieving performance targets established by the Board of Directors for 2008. Depending on whether we achieved, exceeded or fell short of the financial target established by the Board of Directors, the Compensation Committee determined, in its sole discretion, whether an amount equal to or greater or less than the budgeted amount was paid in performance bonuses. The targets established by the Board of Directors serve as general guidelines for determining bonuses, but the ultimate determination regarding the performance bonus amount awarded to individual executive officers is at the discretion of the Compensation Committee, taking into account any contractual provisions in an executive’s employment agreement. During 2008, progress towards meeting the financial target was evaluated on a quarterly basis, and each executive officer was awarded 50% of the bonus that the Board of Directors determined that executive officer was entitled to receive for the relevant quarter, and the remaining bonus amounts were paid at the end of the fiscal year.

In 2009, the Board of Directors did not establish a performance bonus target using the same criteria used in 2008, and instead elected to award bonuses at its discretion based on overall financial performance, including EBITDA. Based upon a review of 2009 financial performance, the Compensation Committee established a discretionary bonus pool to be distributed to the executive officers. The performance bonus amounts were determined in the fourth quarter of 2009 and approved by the Compensation Committee and paid in January 2010.

The performance target for 2008 and the aggregate bonus pool available to our named executive officers for 2008 and 2009 are summarized below:

	Performance
	Target	Available Aggregate
Fiscal Year	(EBITDA)	Bonus Pool
2008	$13,000,000	$720,000
2009	N/A	$350,000

The Board of Directors, in connection with its assessment of performance criteria for 2009, concluded that while the consideration of the performance of both the individual and our company as a whole in determining performance bonuses may promote prudent risk-taking in support of our objectives, balancing our financial performance against an individual’s personal performance and our overall ability to reach our objectives did not encourage or promote inappropriate risk-taking by the participants.

Comparing performance bonuses as a percentage of base salary earned by the named executive officers in 2008 to 2009, the performance bonuses for all of our executive officers increased between the two years. As a percentage of base salary, Mr. Perlman’s performance bonus increased 12%, Dr. Koffer’s increased by 10%, Mr. Bell’s increased by 9%, Ms. Brennan’s increased by 5%, and Mr. Shah’s increased by 8%.

Performance bonuses for our named executive officers earned in fiscal 2007, 2008 and 2009 are shown in the Summary Compensation Table below, under the heading “Non-Equity Incentive Plan Compensation.”

64

Long-Term Incentives

The Compensation Committee considers incentives that vest over time to be an essential component of executive compensation so that a proper balance exists between short- and long-term considerations and enhancing stockholder value. The Compensation Committee believes that management ownership of stock and equity-based performance compensation arrangements are useful tools to align the interests of management with those of our stockholders. Certain of our named executive officers previously participated in the equity incentive plan maintained by Old RPS. These named executive officers received option grants under the Old RPS plan that vested over a period of three years from the date of grant. After the merger between Cross Shore and Old RPS, we adopted the 2007 Equity Incentive Plan, which we refer to in this prospectus as the 2007 Plan, and terminated the plan maintained by Old RPS. All prior awards made under the Old RPS plan were terminated unless exercised in connection with the merger. Options to purchase common stock of Old RPS were replaced with options to purchase our common stock, based upon the exchange ratio established in the merger agreement. As a result, Mr. Bell, Dr. Koffer, Ms. Brennan and Mr. Shah received replacement options to purchase 72,560 shares, 899,279 shares, 83,445 shares and 130,610 shares, respectively.

In December 2007, following the merger between Cross Shore and Old RPS, we granted options to Mr. Perlman, Mr. Bell and Dr. Koffer to purchase 450,000 shares, 180,000 shares and 120,000 shares, respectively, as an additional incentive for them to remain with our company and to align their interests with those of our public company stockholders. These options vest over a three-year period through December 6, 2010 and have an exercise price of $5.05 per share, which was the closing price of our common stock on the AIM on the date of grant. The aggregate grant date fair value of stock option awards in 2007 for Messrs. Perlman and Bell and Dr. Koffer was $760,500, $304,200, and $202,800 respectively. Ms. Brennan and Mr. Shah were not granted any stock options in 2007.

Because retention of these executives following the merger between Cross Shore and Old RPS was one factor in the decision to make stock option awards following the merger, and those executives have remained with us since the merger, the Compensation Committee’s goal of retaining these executive officers was largely completed and therefore no additional equity compensation was awarded in 2008 or 2009. However, the possible forfeiture of these stock options upon the departure of the executive provides additional retention incentives, and the vesting of these options over time continues to align the interests of our executives with our stockholders.

Other Compensation and Benefits

All of our named executive officers are eligible to participate in certain benefit plans and arrangements offered to employees generally, including health, dental, life and disability insurance, our 401(k) plan, and our Section 125 cafeteria plan. With the exception of the perquisites described below, we do not generally differentiate between the benefits we offer our named executives and the benefits we offer our other employees. We do not maintain any executive retirement programs such as executive pension plans, deferred compensation plan, or other executive retirement benefits. We intend to continue to maintain our current benefits for our executive officers, although the Compensation Committee in its discretion may reduce, revise, amend or add to any executive’s benefits or perquisites as it deems advisable.

We provide our executive officers with limited perquisites and other personal benefits that are not otherwise available to all of our employees. These perquisites consist of automobile-related reimbursements and premiums paid on behalf of the executive for health, dental, life and disability insurance coverage that is not made generally available to our other employees. Perquisites and personal benefits are taken into account in evaluating the total compensation package for our named executive officers. We believe the few perquisites and other personal benefits that we make available to our executive officers are reasonable and consistent with our overall compensation program, and better enable us to attract and retain superior employees for key positions. Certain perquisites may be subject to the approval of the Compensation Committee, depending on the amount and type. Additional details are provided in the “All Other Compensation Table” below.

Tax Considerations

Section 162(m) of the Internal Revenue Code, which is referred to in this prospectus as the Code, generally

65

disallows a tax deduction for compensation in excess of $1.0 million paid to our Chief Executive Officer and the four other most highly paid executive officers. Qualifying performance-based compensation is not subject to the deduction limitation if specified requirements are met. The Compensation Committee generally intends to structure the performance-based portion of our executive compensation, when feasible, to comply with the exemptions provided in Section 162(m) so that the compensation remains tax deductible to us. However, the Board of Directors may, in its judgment, authorize compensation payments that do not comply with the exemptions in Section 162(m) when it believes that such payments are appropriate to attract and retain executive talent.

Summary Compensation Table

The table below summarizes for the fiscal years ended December 31, 2009, 2008, and 2007 the total compensation earned by our Chief Executive Officer, Chief Financial Officer and our three other most highly compensated executive officers as of December 31, 2009. These persons are referred to in this prospectus as the named executive officers.

					Non-Equity		Option		All Other
	Fiscal				Incentive Plan		Awards(4)		Compensation(2)
Name and Principal Position(1)(3)	Year		Salary ($)		Compensation ($)		($)		($)		Total ($)
Daniel M. Perlman		2007		350,000		171,205		760,500		327,741		1,609,446
Chief Executive Officer		2008		350,000		45,662		—		75,934		471,596
		2009		353,750		88,114		—		70,888		512,752
Steven Bell		2007		280,000		91,309		304,200		273,863		949,372
Chief Financial Officer		2008		280,000		24,353		—		25,128		329,481
		2009		283,750		46,994		—		27,986		358,730
Harris Koffer		2007		300,000		122,289		202,800		78,780		703,869
President and Chief		2008		300,000		32,616		—		30,048		362,664
Operating Officer		2009		303,750		62,938		—		30,568		397,256
Janet Brennan		2007		260,000		52,992		—		19,159		332,151
Chief International Affairs		2008		260,000		14,134		—		19,907		294,041
Officer and Executive Vice President		2009		265,833		27,273		—		21,145		314,251
Samir Shah		2007		250,000		81,526		—		26,101		357,627
Executive Vice President,		2008		250,000		21,744		—		26,970		298,714
Strategic Development		2009		250,000		41,959		—		29,247		321,206

(1)	Neither the Chief Executive Officer, Chief Financial Officer nor any of our other three most highly compensated executive officers as of December 31, 2009 received any compensation in the form of stock awards, bonuses, or a change in pension value and nonqualified deferred compensation earnings in 2007, 2008 or 2009. Accordingly, the corresponding columns have been omitted.
(2)	Additional details regarding the amounts included in the “All Other Compensation” column are set forth in the table immediately following this Summary Compensation Table.
(3)	Mr. Dennis M. Smith was the Chief Executive Officer of Cross Shore until completion of the merger, when Mr. Perlman replaced him as Chief Executive Officer. Mr. Smith did not receive any compensation for services rendered as Chief Executive Officer of Cross Shore during 2006 and until August 29, 2007, except reimbursement for out-of-pocket expenses incurred in identifying and performing due diligence on a target for a qualified business combination. Our compensation arrangements with Mr. Smith are set forth under the heading “Director Compensation” in this prospectus.
(4)	The amounts reported in the “Option Awards” column represent the fair value of options granted in the indicated year, excluding the effect of estimated forfeitures.

66

All Other Compensation Table

The table below summarizes the amounts included in the “All Other Compensation” column of the Summary Compensation Table earned by our named executive officers in 2007, 2008 and 2009.

			401(k) Matches,
			Medical, Dental and		Automobile-Related		Bonus upon
	Fiscal		other Insurance		Compensation(1)		Completion of the
Name	Year		Premiums ($)		($)		Merger ($)		Total ($)
Daniel M. Perlman		2007		29,229		48,512		250,000		327,741
Chief Executive Officer		2008		30,521		45,413		—		75,934
		2009		31,053		39,835		—		70,888
Steven Bell		2007		14,863		9,000		250,000		273,863
Chief Financial Officer		2008		16,128		9,000		—		25,128
		2009		16,671		11,315		—		27,986
Harris Koffer		2007		16,780		12,000		50,000		78,780
President and Chief Operating		2008		18,048		12,000		—		30,048
Officer		2009		18,568		12,000		—		30,568
Janet Brennan		2007		6,111		13,048		—		19,159
Chief International Affairs Officer		2008		6,539		13,368		—		19,907
and Executive Vice President		2009		6,211		14,934		—		21,145
Samir Shah		2007		14,684		11,417		—		26,101
Executive Vice President, Strategic		2008		15,963		11,007		—		26,970
Development		2009		16,598		12,649		—		29,247

(1) Automobile-related compensation includes monthly automobile lease payments, payment or reimbursement of automobile insurance premiums, automobile maintenance, repairs, and gasoline, or a flat automobile allowance, as applicable.

Named Executive Officer Employment Agreements

Each of our named executive officers has a written employment agreement setting forth the material terms of his or her employment as summarized below. Messrs. Perlman and Bell and Dr. Koffer entered into new employment agreements in conjunction with the merger between Cross Shore and Old RPS. We entered into an employment agreement with Mr. Shah on December 6, 2007, following the merger. These employment agreements were reviewed by the Compensation Committee and approved by the respective boards of directors of Old RPS and Cross Shore. Janet Brennan’s employment agreement entered into before the merger remained in effect after the merger. Under these employment agreements, these executives receive annual base salaries at rates not less than the amounts reported in the Summary Compensation Table for 2009, which may be adjusted from time to time.

Daniel M. Perlman

We entered into an employment agreement with Mr. Perlman on April 26, 2007 to serve as our Chairman and Chief Executive Officer, and the employment agreement became effective on August 29, 2007, upon completion of the merger with Old RPS. The employment agreement has an initial term of three years, and will be automatically renewed for successive one-year periods after the initial term, unless terminated by either us or Mr. Perlman within a specified period prior to the end of the initial term or any renewal term.

Mr. Perlman is entitled to receive a base salary of $400,000 per year, which includes automobile payments, expenses, insurance, and maintenance, or such higher rate as the Board of Directors may designate from time to time, payable in accordance with our normal payroll practices. Mr. Perlman is eligible to receive an annual target bonus equal to 60% of his base salary, with the actual amount of any bonus based on achieving our business and financial objectives. In addition, Mr. Perlman is entitled to participate in the 2007 Plan, with any stock options granted to be incentive stock options to the maximum extent possible, and any other compensation programs available to executive officers and all benefit plans, including medical, dental, retirement, short- and long-term disability and other such plans as we may establish from time to time for our executives or employees generally.

67

We have agreed under the employment agreement to obtain and maintain a life insurance policy covering the life of Mr. Perlman with death benefits in an aggregate amount of not less than $4,000,000, with the beneficiaries of such policy to be selected by Mr. Perlman. Mr. Perlman is also entitled under the employment agreement to receive the benefits under a disability insurance policy maintained by us that would pay Mr. Perlman at least 60% of his then current annual base salary. Mr. Perlman is also entitled to receive severance payments and benefits in the event his employment is terminated by us or he voluntarily resigns his employment, as well as acceleration of his equity awards in connection with a change of control, in each case as described below under “Potential Payments Upon Termination or Change in Control.”

Additionally, Mr. Perlman has made customary agreements and representations regarding confidentiality, assignment of inventions, and non-competition, and we have made agreements and representations regarding indemnification under our certificate of incorporation and bylaws.

Harris Koffer

We entered into an employment agreement with Dr. Koffer on April 26, 2007, to serve as our President and Chief Operating Officer. The employment agreement became effective on August 29, 2007, upon completion of the merger between Cross Shore and Old RPS. The employment agreement can be terminated by either us or Dr. Koffer at any time for any reason, and Dr. Koffer will be entitled to receive severance payments and benefits in the event his employment is terminated by us or he voluntarily resigns his employment, as described below under “Potential Payments Upon Termination or Change in Control.”

Dr. Koffer is entitled to receive a base salary of $300,000, as may be adjusted by the Board of Directors from time to time, payable in accordance with our normal payroll practices. Dr. Koffer is also eligible to receive an annual target bonus equal to 50% of his base salary for achieving our business and financial objectives. In addition, Dr. Koffer is entitled to participate in the 2007 Plan and all other benefit plans, including medical, dental, retirement, flexible spending account, Section 125 plan, Section 401(k) plan, short- and long-term disability, life insurance, in an amount equal to three times his base salary, and accident and disability insurance, and other such plans as we may establish from time to time for our executives or employees generally.

Dr. Koffer has entered into a separate agreement that contains customary agreements and representations by Dr. Koffer relating to confidentiality, assignment of inventions, and non-competition.

Steven Bell

We entered into an employment agreement with Mr. Bell on April 26, 2007 to serve as our Executive Vice President of Finance and Chief Financial Officer. The employment agreement became effective on August 29, 2007, upon completion of the merger between Cross Shore and Old RPS. The employment agreement had an initial term of one year, and has been automatically renewed for successive one-year periods unless terminated by either us or Mr. Bell within a specified period prior to the end of any renewal term. Mr. Bell is entitled to receive severance payments and benefits in the event his employment is terminated by us, as well as acceleration of vesting upon a change of control, in each case as described below under “Potential Payments Upon Termination or Change in Control.”

Mr. Bell is entitled to receive a base salary of $280,000 per year, or such other higher rate as the Chief Executive Officer may designate from time to time, payable in accordance with our normal payroll practices. Mr. Bell is also eligible to receive an annual bonus in such amount as determined by the Board of Directors in its sole discretion. In addition, Mr. Bell is entitled to participate in all benefit plans, including medical, dental, retirement, short- and long-term disability, the premiums and fees for which will be fully paid by us, and stock incentive and other such plans as we may establish from time to time for our executives or employees generally. Any stock options granted to Mr. Bell are to be treated as incentive stock options to the maximum extent possible.

The employment agreement contains customary agreements and representations by Mr. Bell regarding confidentiality, assignment of inventions, and non-competition.

68

Janet Brennan

Old RPS entered into an employment agreement with Ms. Brennan on April 28, 2001, which was assumed by our company following the merger between Cross Shore and Old RPS. Under Ms. Brennan’s employment agreement, Ms. Brennan currently serves as our Chief International Affairs Officer and Executive Vice President. The initial term of the agreement was one year, and the agreement has been automatically renewed for successive one-year periods unless terminated by either us or Ms. Brennan within a specified period prior to the end of any renewal term.

Ms. Brennan’s base salary under the agreement was increased to $280,000 per year in 2009, and may be further increased by the Board of Directors from time to time, payable in accordance with our normal payroll practices. Ms. Brennan is eligible to receive an annual performance bonus in such amount as determined in the sole discretion of the Board of Directors. In addition, Ms. Brennan is eligible to participate in our benefit plans, including medical, dental, retirement, short- and long-term disability and other such plans as we may establish from time to time for our executives or employees generally.

Ms. Brennan is also entitled to receive severance payments and benefits from us in the event we terminate her employment or she voluntarily resigns her employment, as described below under “Potential Payments Upon Termination or Change in Control.”

The employment agreement contains customary agreements and representations by Ms. Brennan regarding confidentiality, assignment of inventions, and non-competition.

Samir Shah

We entered into an employment agreement with Mr. Shah on December 6, 2007. Under Mr. Shah’s employment agreement, Mr. Shah currently serves as our Executive Vice President, Strategic Development. The initial term was one year and the agreement has been automatically renewed for successive one-year periods unless terminated by either us or Mr. Shah within a specified period prior to the end of any renewal term.

Mr. Shah is entitled to receive a base salary of $250,000 per year, or such higher rate as the Board of Directors may designate from time to time, payable in accordance with our general payroll practices. Mr. Shah is eligible to receive an annual performance bonus in such amount as determined in the sole discretion of the Board of Directors. In addition, Mr. Shah is eligible to participate in our benefit plans, including medical, dental, retirement, short- and long-term disability and other such plans as we may establish from time to time for our executives or employees generally.

Mr. Shah is also entitled to receive severance payments and benefits from us in the event that we terminate his employment or he voluntarily resigns his employment, as described below under “Potential Payments Upon Termination or Change in Control.”

The employment agreement contains customary agreements and representations by Mr. Shah regarding confidentiality, assignment of inventions, and non-competition.

69

Grants of Plan-Based Awards

The table below sets forth information regarding all plan-based awards granted to our named executive officers during 2009.

					Estimated Future
					Payouts Under
					Non-Equity
					Incentive Plan
Name	Year		Grant Date(1)		Awards(2)(3)
Daniel M. Perlman		2009		12/31/2009	$	88,114
Chief Executive Officer
Steven Bell		2009		12/31/2009	$	46,994
Chief Financial Officer
Harris Koffer		2009		12/31/2009	$	62,938
President and Chief Operating Officer
Janet Brennan		2009		12/31/2009	$	27,273
Chief International Affairs Officer and Executive Vice President
Samir Shah		2009		12/31/2009	$	41,959
Executive Vice President, Strategic Development

(1)	Each executive officer was awarded 100% of his or her respective non-equity incentive plan awards in January 2010, as detailed under the heading “Performance Bonuses” in the “Compensation Discussion and Analysis” section above.
(2)	Our non-equity incentive plan does not provide for threshold, target or maximum amounts of bonuses to be awarded upon satisfaction of conditions under the plan. The performance bonuses awarded to executive officers under the non-equity incentive plan are determined by the Board of Directors as described in the “Compensation Discussion and Analysis” section above under the heading “Performance Bonuses.”
(3)	The columns with the headings “All Other Stock Awards: Number of Shares of Stock or Units,” “All Other Option Awards: Number of Securities Underlying Options,” “Estimated Future Payouts Under Equity Incentive Plan Awards,” “Exercise or Base Price of Option Awards,” and “Grant Date Fair Value of Stock and Option Awards” have been omitted from the table because we did not issue any shares of stock, units, or stock options to named executive officers during 2009.

70

Outstanding Equity Awards at Fiscal Year End

The table below sets forth information regarding our named executive officers’ outstanding equity awards at December 31, 2009, all of which are stock options.

	Option Awards(1)(2)(3)
	Number of Securities		Number of Securities
	Underlying		Underlying			Option		Option
	Unexercised Options		Unexercised Options			Exercise		Expiration
Name	Exercisable (#)		Unexercisable (#)			Price ($/Sh)		Date
Daniel M. Perlman		300,000		150,000	(4)		5.05		12/6/2017
Chief Executive Officer
Steven Bell		36,280		—			0.83		6/1/2014
Chief Financial Officer		36,280		—			0.83		5/23/2016
		135,000		45,000	(4)		5.05		12/6/2017
Harris Koffer		899,279		—			0.83		7/10/2016
President and Chief Operating Officer		90,000		30,000	(4)		5.05		12/6/2017
Janet Brennan		5,442		—			0.37		12/31/2011
Chief International Affairs Officer		5,442		—			0.37		12/31/2012
And Executive Vice President		72,561		—			0.83		6/1/2014
Samir Shah		1,814		—			0.37		12/31/2011
Executive Vice President, Strategic		1,814		—			0.37		12/31/2012
Development		36,280		—			0.83		6/1/2014
		90,702		—			0.83		5/23/2016

(1)	None of the securities underlying any of the named executive officers’ options are unearned, and therefore the column with the heading “Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options” has been omitted from this table.
(2)	The four columns under the heading “Stock Awards” have been omitted from this table because no unvested awards of stock were held by our named executive officers at December 31, 2009.
(3)	With the exception of the 450,000 options granted to Mr. Perlman and the 899,279 options granted to Dr. Koffer upon commencing employment with Old RPS on July 10, 2006, stock options vest on the following schedule: 331/3% of options vested on the first anniversary of the date of grant, and 81/3% of options vested every 90 days until fully vested. The options become fully vested three years after grant, provided that the employee has remained continuously employed by us during those three years. One-third of Mr. Perlman’s options vest each year over a three-year period. The option becomes fully vested three years after the date of grant. Dr. Koffer’s 899,279 options vested on the following schedule: 331/3% vested on July 10, 2007, and 27/9% vested every month thereafter until the option fully vested on July 10, 2009.
(4)	These options will become fully vested on December 6, 2010.

ReSearch Pharmaceutical Services, Inc. 2007 Equity Incentive Plan

Our Board of Directors adopted the 2007 Plan in conjunction with the merger between Cross Shore and Old RPS in August 2007 and our stockholders approved the 2007 Plan at our 2008 annual meeting of stockholders. The purpose of the 2007 Plan is to attract and retain the best possible individuals to promote our success and to better align the interests of our executive officers and employees with the interests of our stockholders. Upon the closing of the merger, the equity incentive plan maintained by Old RPS was terminated, and any options granted under the Old RPS plan that were not terminated or exercised prior to the merger were cancelled and replaced with options issued under the 2007 Plan.

Set forth below is a summary of the principal provisions of the 2007 Plan. This summary is qualified in its entirety by reference to the 2007 Plan, which is filed as an exhibit to our registration statement of which this prospectus is a part.

All employees of and consultants and advisors to our company and our affiliated entities, and all of our directors,

71

are eligible to receive awards under the 2007 Plan. The 2007 Plan permits awards of options to purchase our common stock as well as grants of restricted stock. We have reserved 6,792,271 shares of common stock for issuance under the 2007 Plan. In addition, on the first day of each fiscal year, the aggregate number of shares reserved for issuance under the 2007 Plan will be increased, but not decreased, automatically by a number of shares, if needed, such that the total number of shares reserved for issuance under the 2007 Plan equals 15% of the number of shares outstanding, calculated on a fully diluted basis, on that date. As of the date of this prospectus, no adjustment to the number of shares reserved for issuance under the 2007 Plan in accordance with the previous sentence has been necessary. Following the completion of this offering, we expect that the number of shares to be reserved for issuance under the 2007 Plan will be adjusted in accordance with this provision beginning on January 1, 2011. Any shares underlying options that expire or are not fully exercised, and restricted stock that is cancelled, repurchased, or forfeited, will once again become available for grant under the 2007 Plan.

If there is a change in the number of our outstanding shares of common stock by reason of a stock split, reverse stock split, stock dividend, reclassification, recapitalization, merger, consolidation, exchange of shares, or a similar change affecting our common stock, the number of shares which may be issued and the number of shares subject to outstanding awards under the 2007 Plan will be adjusted proportionately.

The 2007 Plan is administered by our Board of Directors. Pursuant to the 2007 Plan, the Board of Directors has delegated its authority to administer the 2007 Plan to our Compensation Committee. The Board of Directors or Compensation Committee has sole discretion to determine when options are exercisable and when they expire, provided that the term cannot exceed 10 years from the date of grant. The exercise price of any option must be at least equal to the fair market value of the stock on the date of the grant. No participant may receive options relating to more than 1,000,000 shares of our common stock in any calendar year.

The 2007 Plan also permits grants of restricted stock to eligible participants. Restricted stock is subject to vesting restrictions and to restrictions on sale or other transfer by the participant. The Board of Directors or the Compensation Committee determines eligible participants, the time and number of shares of restricted stock granted, the price, if any, to be paid by the recipient, the time when the restricted stock will be subject to forfeiture, when the restrictions will terminate, and all other terms and conditions of the grants. Vesting conditions may include continued employment or service, or attaining specified individual or corporate performance goals. Unless otherwise set forth in an award agreement, grants of restricted stock include the right to be credited with dividends and the right to vote the shares. As of the date of this prospectus, no shares of restricted stock have been granted under the 2007 Plan.

If a Change of Control, as defined in the 2007 Plan, occurs or is anticipated, our Board of Directors or Compensation Committee may prohibit the exercise of any option until either the Change of Control is no longer anticipated or has occurred. Contingent upon a Change of Control, our Board of Directors or Compensation Committee, in its sole and absolute discretion and without the consent of the participant, may (a) cause outstanding options to become fully vested and immediately exercisable, and outstanding restricted stock to become non-forfeitable; (b) cancel any option or restricted stock in exchange for an option to purchase common stock of any successor corporation or for restricted shares of the common stock of any successor corporation, as applicable; or (c) redeem any restricted stock or cancel any option in exchange for cash or other substitute consideration.

The Board of Directors or the Compensation Committee may suspend, terminate, discontinue or amend the 2007 Plan, or modify, extend or renew any award, provided that no amendment or modification of an award may adversely affect the rights of any participant without the participant’s consent. If not terminated earlier by the Board of Directors or Compensation Committee, the 2007 Plan will terminate in 2017.

Option Exercises and Stock Vested

None of our named executive officers exercised any options awarded by either us or Old RPS during 2009 and no stock awards to the named executive officers vested in 2009. Therefore, the Option Exercises and Stock Vested table is not included in this prospectus.

72

Pension Benefits and Nonqualified Deferred Compensation

We do not offer any pension benefit plans to our named executive officers, and none of our named executive officers participated in any nonqualified deferred compensation arrangements, and therefore the Pension Benefits and the Nonqualified Deferred Compensation tables are not included in this prospectus.

Potential Payments Upon Termination or Change in Control

The employment agreements with our named executive officers each provide for severance payments upon a termination of the executive’s employment in specified circumstances. For our named executive officers other than Mr. Perlman:

•  “cause” generally means:

•  conviction of a felony or the commission of any other act or omission involving dishonesty or fraud;

•  failure of the executive to perform his or her duties as directed by our Board of Directors, provided those duties are reasonable and consistent with the duties generally performed by an executive with the same title;

•  gross negligence or willful misconduct; or

•  material breach of the employment agreement; and

•  “good reason,” except in the case of Mr. Bell’s employment agreement, in which case it is not used or defined, generally means:

•  a material alteration or reduction in the executive’s duties;

•  a reduction in the executive’s compensation package; or

•  a requirement that the executive be based at a location in excess of 40 miles from the employee’s current residence.

In the case of Mr. Perlman:

•  “cause” means:

•  conviction of a felony;

•  indictment for a felony involving dishonesty or fraud or the commission of an act or omission involving dishonesty or fraud; or

•  gross negligence or willful misconduct; and

•  “good reason” means:

•  a material breach of our obligations to Mr. Perlman under the employment agreement that is not remedied within a specified amount of time;

•  his relocation outside the metropolitan Philadelphia area;

•  a material change in his job description, office title, or responsibilities, excluding promotions or increased responsibility;

•  his removal from our Board of Directors without cause; or

•  our failure to nominate him as a candidate for election to our Board of Directors.

Daniel M. Perlman

If we terminate Mr. Perlman’s employment without cause or if Mr. Perlman voluntarily resigns for good reason, there are two severance options depending on whether or not he chooses to be bound by the non-competition and non-solicitation covenants contained in the employment agreement:

•  Option one permits Mr. Perlman to choose to be bound by the employment agreement’s non-competition and non-solicitation covenants for a period of 18 months following such termination or resignation and entitles him to receive a lump sum amount equal to 2.99 times his then current annual base salary, plus the

73

pro rata portion of any bonus to which he is entitled for the year in which his employment is terminated, plus payment of his premiums under the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended, or COBRA, for a period of 18 months following termination if Mr. Perlman elects to continue COBRA coverage.

•  Option two permits Mr. Perlman to choose not to be bound by the agreement’s non-competition and non-solicitation covenants and entitles him to receive a lump sum amount equal to his then current annual base salary, plus the pro rata portion of any bonus to which he is entitled for the year in which his employment is terminated, plus payment of his premiums under COBRA for a period of 18 months following termination if Mr. Perlman elects to continue COBRA coverage.

If we terminate Mr. Perlman with cause, he will have two severance options depending on whether or not he chooses to be bound by the non-competition and non-solicitation covenants contained in the employment agreement:

•  Option one permits Mr. Perlman to choose to be bound by the employment agreement’s non-competition and non-solicitation covenants for a period of one year following termination and entitles him to receive a lump sum amount equal to his then current annual base salary, plus the pro rata portion of any bonus to which he is entitled for the year in which his employment is terminated, plus payment of his premiums under COBRA for a period of 12 months following termination if Mr. Perlman elects to continue COBRA coverage.

•  Option two permits Mr. Perlman to choose not to be bound by the employment agreement’s non-competition and non-solicitation covenants but does not entitle him to receive any severance payments or benefits from us.

If Mr. Perlman voluntarily resigns his employment without good reason, and a change of control has not occurred prior to his resignation, we will pay Mr. Perlman all compensation accrued through the date of resignation, and Mr. Perlman will be bound by the employment agreement’s non-competition and non-solicitation covenants for one year following the date of resignation.

If we terminate Mr. Perlman’s employment due to his suffering a permanent disability as defined in his employment agreement, he is entitled to receive a lump sum payment equal to two times his then current annual base salary, plus the pro rata portion of any bonus to which he is entitled for the year in which his employment is terminated. We will also pay Mr. Perlman’s premiums under COBRA for a period of 18 months following termination if he elects to continue COBRA coverage.

If Mr. Perlman dies during the term of the employment agreement, we will pay his estate all compensation and reimbursements accrued for Mr. Perlman through the date of his death.

In addition to the termination benefits described above, if we terminate Mr. Perlman’s employment for any reason other than death, disability, or cause within six months preceding or 12 months after a change of control, or if he resigns for any reason during this period, he has two severance options depending on whether or not he chooses to be bound by the non-competition and non-solicitation covenants contained in the employment agreement.

•  Option one permits Mr. Perlman to choose to be bound by the employment agreement’s non-competition and non-solicitation covenants for a period of 18 months following his termination or resignation and entitles him to receive any amounts earned but not yet paid under the employment agreement, plus a lump sum payment equal to 2.99 times the sum of his then current annual base salary plus his bonus for the previous year. Mr. Perlman will also be entitled to receive, for a period of three years following the later of the change of control, termination or resignation, medical benefits for him, his spouse and any dependents to the same extent he was so entitled prior to such termination or resignation, at our expense if and to the extent we were paying for such benefits at the time of such termination or resignation. If our medical benefits plans do not allow for such payment, we will pay Mr. Perlman a lump sum equal to the amount we would have paid for such coverage over the three-year period had such coverage been permitted. Mr. Perlman, his spouse, and any dependents would also be entitled to such rights as he or they may have to continue coverage at his sole expense under COBRA for the COBRA coverage period following the expiration of the period during which he, his spouse and any dependents continue to receive such medical benefits coverage.

74

•  Option two permits Mr. Perlman to choose not to be bound by the employment agreement’s non-competition and non-solicitation covenants and entitles him to receive any amounts earned but not yet paid under the employment agreement plus a lump sum payment equal to the sum of his then current annual base salary plus his bonus for the previous year. Mr. Perlman would also receive the same continuation of medical benefits, or lump sum payment if continued coverage is not permitted, described above, except that such medical benefits would extend only for a period of one year.

Upon a change of control, whether or not Mr. Perlman’s employment is thereafter terminated, all of Mr. Perlman’s outstanding stock grants shall become fully vested immediately before the change of control, all stock options previously granted shall become immediately vested and exercisable without regard to continued employment or performance-based vesting standards, and each non-qualified stock option shall remain exercisable until 180 days after the change of control, unless a later period following the change of control is set forth in the relevant stock option agreement or, if earlier, the scheduled expiration date of the non-qualified stock option. The exercise period of any incentive stock options granted to Mr. Perlman will continue to be governed by the relevant stock option agreement.

Harris Koffer

If we terminate Dr. Koffer’s employment without cause or Dr. Koffer terminates his employment for good reason, he will be entitled to receive a lump sum payment equal to his then current annual base salary.

If we terminate Dr. Koffer’s employment for cause or Dr. Koffer terminates his employment without good reason, he will be entitled to receive his then current base salary through the date of termination. If Dr. Koffer’s employment is terminated as a result of his death or disability, there will be no further payments of his base salary under the employment agreement.

Steven Bell

If we terminate Mr. Bell’s employment without cause, he will be entitled to receive his then current base salary and benefits for a period of 18 months following the date of termination and any earned but unpaid bonuses, determined based on the partial year in which the termination occurs. If we terminate Mr. Bell’s employment without cause at any time after the date which is three months before a change of control or at any time thereafter, he will be entitled to receive his then current base salary and benefits for a period of 24 months following the date of termination and any earned but unpaid bonuses, determined based on the partial year in which the termination occurs. In each case, one-half of the amount owed to Mr. Bell is to be paid on the date that is six months following termination, with the remainder payable on the date that is nine months following the termination date.

If we terminate Mr. Bell’s employment for cause, or due to his death or disability, or if Mr. Bell resigns for any reason, he will be entitled to receive his then current base salary through the date of termination or resignation.

Upon a change of control, all of Mr. Bell’s stock options will immediately vest in full.

Janet Brennan

Ms. Brennan’s employment agreement provides that if she is terminated without cause, she is entitled to receive a continuation of her base salary and benefits for one year following termination. If Ms. Brennan is terminated with cause, she terminates the employment agreement, or the employment is terminated due to her death or disability, Ms. Brennan is entitled to receive her base salary through the date of termination.

Samir Shah

Mr. Shah’s employment agreement provides that if he is terminated without cause, he is entitled to receive, as severance, a continuation of his base salary and benefits for one year following termination, and any earned but unpaid bonuses. If Mr. Shah is terminated with cause, he terminates his employment agreement, or his employment is terminated due to death or disability, Mr. Shah is entitled to receive his base salary through the date of termination.

75

Quantification of Potential Payments upon Termination or Change in Control

The following table summarizes the estimated termination payments that we would have been required to make to our named executive officers for the termination scenarios listed and assuming the triggering events for the scenarios occurred on December 31, 2009:

	Termination			Termination
Name	without cause(1)			with cause(2)			Change in Control
Daniel M. Perlman
Cash and Benefits	$	1,332,280	(4)	$	518,114	(6)	$	1,466,973	(9)
					—	(7)
	$	518,114	(5)	$	948,114	(8)	$	549,167	(10)
Equity Acceleration(3)		—			—		$	757,500	(11)(12)
Harris Koffer
Cash and Benefits	$	330,000			—			—
Equity Acceleration(3)		—			—		$	202,000	(11)
Steven Bell
Cash and Benefits	$	553,973			—		$	720,424	(13)
Equity Acceleration(3)		—			—		$	303,000	(11)(14)
Janet Brennan
Cash and Benefits	$	301,145			—			—
Equity Acceleration(3)		—			—			—
Samir Shah
Cash and Benefits	$	279,247			—			—
Equity Acceleration(3)		—			—			—

(1)	Termination without cause also includes resignation with good reason, if applicable under the terms of the named executive officer’s employment agreement.
(2)	Unless otherwise noted, each of the named executive officers would receive his or her base salary through the date of termination if termination is made with cause. Termination with cause also includes resignation without good reason, where applicable. No additional payments would be made if the named executive officer was terminated on December 31, 2009. All compensation amounts in this table assume payment of the 2009 performance bonus as set forth in the Summary Compensation Table.
(3)	Pursuant to the 2007 Plan, no option awards would accelerate in the event of the named executive officer’s termination on December 31, 2009. Options exercisable on the date of termination would remain exercisable for a period of three months from the date of termination.
(4)	Assumes Mr. Perlman agrees to be bound by the non-competition and non-solicitation provisions of his employment agreement for a period of 18 months. Mr. Perlman may also elect coverage under COBRA for 18 months, which we would pay if so elected.
(5)	Assumes Mr. Perlman does not agree to be bound by the non-competition and non-solicitation provisions of his employment agreement. Mr. Perlman may also elect coverage under COBRA for 18 months, which we would pay if so elected.
(6)	Assumes Mr. Perlman resigns without good reason, resulting in Mr. Perlman being bound by the non-competition and non-solicitation provisions of his employment agreement for a period of 12 months or Mr. Perlman is terminated with cause and agrees to be bound by the non-competition and non-solicitation provisions of his employment agreement for one year. Mr. Perlman may also elect coverage under COBRA for 12 months, which we would pay if so elected.
(7)	Assumes Mr. Perlman does not agree to be bound by the non-competition and non-solicitation provisions of his employment agreement.
(8)	Assumes Mr. Perlman is permanently disabled and has received payment from his disability insurance for one year. Mr. Perlman is entitled to also receive at least 60% of his then base salary at the time of permanent

76

	disability from a disability insurance policy maintained by us. Mr. Perlman may also elect coverage under COBRA for 18 months, which we would pay if so elected.
(9)	Assumes Mr. Perlman is terminated without cause or resigns within six months before or 12 months after a change of control and agrees to be bound by the non-competition and non-solicitation provisions of his employment agreement for a period of 18 months and the cost of Mr. Perlman’s benefits remains the same over three years. Mr. Perlman may also elect coverage under COBRA for the maximum period under which COBRA coverage is offered, which we would pay if so elected.
(10)	Assumes Mr. Perlman is terminated without cause or resigns within six months before or 12 months after a change of control and does not agree to be bound by the non-competition and non-solicitation provisions of his employment agreement and the cost of Mr. Perlman’s benefits remain the same over the next year.
(11)	Pursuant to the 2007 Plan, upon a change in control the Board of Directors may, but is not obligated to, cause all outstanding options to become fully vested and immediately exercisable. The figures in the table represent the value of the options if they became fully vested and exercisable on December 31, 2009.
(12)	Under the terms of Mr. Perlman’s employment agreement, all of his stock options fully and immediately vest upon a change of control. This amount assumes a change of control and vesting of all unvested stock options on December 31, 2009.
(13)	This figure assumes Mr. Bell was terminated without cause and within three months prior to a change of control occurring on December 31, 2009, or any time thereafter.
(14)	Under the terms of Mr. Bell’s employment agreement, all of his stock options fully and immediately vest upon a change of control. This amount assumes a change of control and vesting of all unvested stock options on December 31, 2009.

77

Certain Relationships and Related Transactions

In addition to the director and executive compensation arrangements discussed above in “Management” and “Executive Compensation,” we have been a party to the following transactions since January 1, 2007, in which any director, executive officer or holder of more than 5% of any class of our voting stock, or any member of the immediate family of or entities affiliated with any of them, had or will have a material interest and the amount involved exceeds $120,000.

We repurchased 750,000 shares of our common stock from Pangaea One Acquisition Holdings I, or Pangaea, at a price of $4.85 per share, the quoted price on AIM on the repurchase date, for a total repurchase price of $3,637,500 pursuant to a Share Repurchase Agreement with Pangaea dated October 4, 2007. In addition, pursuant to an agreement between us, certain of our stockholders, and Pangaea, Pangaea has the right to nominate and have elected to our Board of Directors up to two designees as long as Pangaea owns at least 20% of our outstanding common stock, and one designee as long as Pangaea owns at least 10% of our outstanding common stock. Pangaea currently owns approximately 25% of our common stock, and Messrs. Yu and Armstrong were Pangaea’s nominees and have been elected to our Board of Directors. The agreement expires on August 30, 2010.

On November 16, 2007, we entered into a consulting agreement with Cartesian Capital Group LLC, or Cartesian, for consulting and advisory services relating to non-U.S. acquisitions. Messrs. Yu and Armstrong are principals of Cartesian. Cartesian received advisory service fees in the amount of $600,000 in January 2008 following expiration of the consulting agreement on December 31, 2007.

Review, Approval or Ratification of Transactions with Related Persons

Our former written Code on Dealing in Securities, adopted prior to the merger between Cross Shore and Old RPS, required the Chairman of the Board of Directors and the Chief Executive Officer to notify and receive approval from the Board of Directors when the acquisition or disposition of our securities was proposed, and the party proposing to sell or buy those securities owned more than 3% of our outstanding securities. No such acquisition or disposition was permitted without approval of the Board of Directors, and the Board of Directors was required to determine that the proposed transaction was fair and reasonable to our stockholders. The Board of Directors had up to five days to review the proposed transaction, written approval or disapproval was prepared, and the transaction must have taken place within two days after the date of the approval, if approval was granted. Our Code on Dealing in Securities terminated upon the delisting of our common stock and warrants from AIM.

The repurchase of 750,000 shares of our common stock from Pangaea was reviewed and unanimously approved by the Board of Directors pursuant to the procedures of the Code on Dealing in Securities. In 2007, at the time we entered into the transactions with Pangaea and Cartesian, we did not have a specific policy for related party transactions not involving our securities. Our past practice was that the Board of Directors must review and grant approval for transactions involving related parties or significant expenditures, such as the consulting agreement with Cartesian. In accordance with this practice, the Board of Directors reviewed and unanimously approved entry into the consulting agreement.

On March 3, 2009, we adopted our written Code of Business Conduct and Ethics, which requires that our officers and directors must disclose to the Chief Executive Officer any material transaction or relationship that reasonably could be expected to give rise to a conflict of interest, including an interest in a transaction involving our company, and the Chief Executive Officer shall notify the Board of Directors of any such disclosure.

78

Principal and Selling Stockholders

The following table sets forth certain information with respect to the beneficial ownership of our common stock, as of June 14, 2010, as adjusted to reflect the sale of common stock offered by us and the selling stockholders in this offering, for:

•  each person or group of affiliated persons who is known by us to beneficially own more than 5% of our common stock;

•  each of our directors;

•  each of our named executive officers;

•  all of our directors and executive officers as a group; and

•  each of the selling stockholders.

The percentages of shares owned before the offering shown in the following table is based on 37,278,352 shares of common stock outstanding as of June 14, 2010 and the numbers and percentages of shares owned after the offering gives effect to the issuance of           shares of common stock by us and           shares of common stock by the selling stockholders in this offering.

Each individual or entity shown in the table has furnished information to us with respect to the holder’s beneficial ownership. Except as otherwise indicated below, the address of each officer and director listed below is c/o ReSearch Pharmaceutical Services, Inc., 520 Virginia Drive, Fort Washington, Pennsylvania 19034.

We have determined beneficial ownership in accordance with the rules of the Securities and Exchange Commission and generally includes any shares over which a person exercises sole or shared voting or investment power. Under these rules, beneficial ownership also includes any shares which the individual has the right to acquire currently or within 60 days after June 14, 2010 through the exercise of any option or other right to purchase shares of common stock. Such shares are deemed outstanding for computing the percentage ownership of the person holding such options or rights, but are not deemed outstanding for computing the percentage ownership of any other person. Unless otherwise indicated, the persons or entities identified in the table below have sole voting and investment power with respect to all shares shown as beneficially owned by them, subject to applicable community property laws.

The information contained in the following table is not necessarily indicative of beneficial ownership for any other purpose and the inclusion of any shares in the table does not constitute an admission of beneficial ownership of those shares.

									Number of
									Shares to be	Shares Beneficially
									Sold if	Owned
							Beneficial		Underwriters’	After this Offering if
	Beneficial Ownership						Ownership		Option is	Underwriters’ Option is
	Before Offering					Shares	After Offering		Exercised in	Exercised in Full
Name and Address of Beneficial Holder	Shares		Percentage			Offered	Shares	Percentage	Full	Shares	Percentage
Named Executive Officers and Directors
Daniel M. Perlman(1)		2,851,613		7.6	%
Harris Koffer(2)		989,279		2.6	%
Steven Bell(3)		383,265		1.0	%
Janet L. Brennan(4)		569,730		1.5	%
Samir Shah(5)		280,042		*
Thomas R. Armstrong(6)		9,237,673		24.8	%
Jack H. Dean(2)		3,334		*
James R. Macdonald(7)		3,454,127		9.3	%
Warren M. Myers(2)		3,334		*
Daniel Raynor(8)		5,766,604		15.5	%
Stephen E. Stonefield(9)		4,617		*
Peter M. Yu(6)		9,237,673		24.8	%
All directors and executive officers as a group (consists of 12 persons)(10)		23,543,618		63.2	%

79

									Number of
									Shares to be	Shares Beneficially
									Sold if	Owned
							Beneficial		Underwriters’	After this Offering if
	Beneficial Ownership						Ownership		Option is	Underwriters’ Option is
	Before Offering					Shares	After Offering		Exercised in	Exercised in Full
Name and Address of Beneficial Holder	Shares		Percentage			Offered	Shares	Percentage	Full	Shares	Percentage
5% Stockholders
Pangaea One Acquisition Holdings(6)		9,237,673		24.8	%
The Argentum Group(8)		5,719,441		15.3	%
The Productivity Fund IV(7)		3,454,127		9.3	%
Lehman Brothers International (Europe)(11)		2,142,736		5.7	%
Other Selling Stockholders

*	Represents beneficial ownership of less than one percent.
(1)	Includes 300,000 shares issuable upon the exercise of options that are exercisable within 60 days of June 14, 2010.
(2)	Consists solely of shares issuable upon the exercise of options that are exercisable within 60 days of June 14, 2010.
(3)	Includes 207,560 shares issuable upon the exercise of options that are exercisable within 60 days of June 14, 2010.
(4)	Includes 83,445 shares issuable upon the exercise of options that are exercisable within 60 days of June 14, 2010.
(5)	Includes 130,610 shares issuable upon the exercise of options that are exercisable within 60 days of June 14, 2010.
(6)	Consists of 7,862,010 shares of common stock held by Pangaea One Acquisition Holdings I, LLC, or Pangaea, and 1,452,324 shares of common stock held by Pangaea One Acquisition Holdings II, LLC, or Pangaea II, which is a wholly-owned subsidiary of Pangaea. Pangaea One GP2 (Cayman), Co. is the general partner of Pangaea One GP2 (Cayman), L.P., which is the general partner of Pangaea One Parallel Fund, L.P., referred to collectively as Pangaea One GP2. Pangaea One GP (Cayman), Co. is the general partner of Pangaea One GP (Cayman), L.P. , which is the general partner of Pangaea One (Cayman), L.P., referred to collectively as Pangaea One GP. Pangaea One GP, LLC is the general partner of both Pangaea One, L.P., referred to as Pangaea One DE GP, and Pangaea One Parallel Fund (B), L.P., referred to as Pangaea One Parallel GP. Pangaea One GP2, Pangaea One GP, Pangaea One DE GP, and Pangaea One Parallel GP each own a minority percentage of the membership interests of Pangaea and together own all of the outstanding membership interests of Pangaea. Mr. Armstrong and Mr. Yu, through the investment committee of Pangaea One GP2, Pangaea One GP, Pangaea One DE GP, and Pangaea One Parallel GP, have shared voting and investment power over the shares held by Pangaea and Pangaea II. Mr. Armstrong and Mr. Yu have disclaimed such beneficial ownership. Pursuant to an agreement we entered with Pangaea, Pangaea has the right to nominate and have elected up to two directors to our Board of Directors as long as it owns at least 20% of our outstanding common stock, and one director as long as it owns at least 10% of our outstanding common stock. Pangaea nominated, our Board of Directors appointed, and our stockholders elected Mr. Armstrong and Mr. Yu as directors at our 2008 and 2010 annual meetings of stockholders, respectively. The address for Messrs. Armstrong and Yu is c/o Cartesian Capital Group, LLC, 505 Fifth Avenue, 15th Floor New York, NY 10017.
(7)	Consists of shares of common stock owned of record by The Productivity Fund IV, L.P., which beneficially owns 3,326,213 shares, and The Productivity Fund IV Advisors Fund, L.P., which beneficially owns 127,914 shares, which are referred to collectively as the Productivity Funds. Mr. Macdonald is a managing

80

	director of First Analysis Corporation, which is the manager of First Analysis Venture Operations and Research, L.L.C., which is the managing member of First Analysis Management Company IV, L.L.C., which is the general partner of the Productivity Funds. Mr. Macdonald may be deemed to have beneficial ownership over the shares held by the Productivity Funds. Mr. Macdonald disclaims such beneficial ownership. The address for Mr. Macdonald is c/o First Analysis Corporation, One South Wacker Drive, Suite 3900 (39th floor), Chicago, Illinois 60606.
(8)	Consists of shares of common stock owned of record by Argentum Capital Partners, L.P, or ACP, which beneficially owns 905,632 shares, Argentum Capital Partners II, L.P., or ACP II, which beneficially owns 4,813,809 shares, and 47,163 shares owned of record by CGM IRA Custodian for the benefit of Daniel Raynor. Mr. Raynor is the managing member of Argentum Investments, LLC, which is the managing member of Argentum Partners II, L.P., which is the general partner of ACP II. Mr. Raynor is also the chairman of B.R. Associates, Inc., which is the general partner of ACP. Mr. Raynor may be deemed to have beneficial ownership over the shares held by these entities. Mr. Raynor disclaims such beneficial ownership. The address for Mr. Raynor is c/o The Argentum Group, 60 Madison Avenue, Suite 701, New York, NY 10010.
(9)	Includes 1,667 shares issuable upon the exercise of options that are exercisable within 60 days of June 14, 2010.
(10)	Includes 1,719,229 shares issuable upon the exercise of options that are exercisable within 60 days of June 14, 2010 and the shares identified in footnotes (6), (7) and (8).
(11)	The address for Lehman Brothers International (Europe) is c/o PricewaterhouseCoopers LLP 1 Embankment Place, London WC2N 6RH25, United Kingdom.

81

Description of Capital Stock

The following description of our capital stock and provisions of our certificate of incorporation and by-laws are summaries and are qualified by reference to our Second Restated Certificate of Incorporation, as amended, and our Restated By-laws. We have filed copies of these documents with the SEC as exhibits to our registration statement of which this prospectus forms a part.

Common Stock

We are authorized to issue 150,000,000 shares of common stock, par value $0.0001 per share. As of March 31, 2010, there were 37,278,352 shares of common stock outstanding, held of record by approximately 101 stockholders. The number of shares of common stock outstanding as of March 31, 2010 does not include (i) 1,357,179 shares of common stock issuable upon the exercise of outstanding warrants to purchase common stock, which unexercised warrants expired on April 28, 2010 in accordance with their terms and (ii) 2,954,081 shares of common stock issuable upon the exercise of outstanding options to purchase common stock with a weighted average exercise price of $2.07 per share.

Holders of our common stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders and do not have cumulative voting rights. Subject to the rights of any preferred stock that may be issued, holders of our common stock are entitled to receive such dividends on a pro rata basis, if any, as may be declared by the Board of Directors out of any funds legally available for that purpose. Upon our dissolution, liquidation or winding-up, holders of our common stock, subject to the rights of any preferred stock that may be issued, are entitled to share ratably in our net assets legally available for distribution to our stockholders after the payment of all of our debts and other liabilities. Authorized but unissued shares of common stock may generally be issued upon the approval of the Board of Directors without obtaining the approval of the stockholders, unless the issuance relates to a transaction that requires stockholder consent. Holders of common stock have no preemptive, conversion, subscription or other rights, and there are no redemption or sinking fund provisions applicable to the common stock. The rights, preferences and privileges of the holders of common stock are subject to and may be adversely affected by, the rights of the holders of shares of any series of preferred stock that we may designate in the future. All of our outstanding shares of common stock are, and the shares of common stock to be issued in this offering will be, fully paid and non-assessable.

Preferred Stock

Our Second Restated Certificate of Incorporation, as amended, authorizes us to issue up to 1,000,000 shares of preferred stock, par value $0.0001 per share, with such designations, rights and preferences as may be determined from time to time by the Board of Directors. Accordingly, the Board of Directors is empowered, without stockholder approval, to issue preferred stock with dividend, liquidation, conversion, voting or other rights which could adversely affect the voting power or other rights of the holders of common stock. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions and other corporate purposes, could, among other things, have the effect of delaying, deferring or preventing a change in control of our company and may adversely affect the market price of the common stock and the voting and other rights of the holders of common stock. No preferred stock has been issued.

Certain Provisions of Our Second Restated Certificate of Incorporation and Restated By-laws and Delaware Anti-Takeover Law

Second Restated and Amended Certificate of Incorporation

Pursuant to our Second Restated Certificate of Incorporation, as amended, we have a classified board of directors divided into three classes with staggered three-year terms. Only one class of directors may be elected each year, while the directors in the other classes continue to hold office for the remainder of their three-year terms. Each class of the Board of Directors is required to have approximately the same number of directors. The Board of Directors may, on its own, determine the size of the exact number of directors on the Board of Directors between one and eleven directors and may fill vacancies on the Board of Directors by vote of a majority of the directors

82

then in office, even if less than a quorum, or by a sole remaining director. The procedure for electing and removing directors on a classified board of directors generally makes it more difficult for stockholders to change control of a company by replacing a majority of the classified board of directors at any one time, and our classified structure may discourage a third party tender offer or other attempt to gain control of our company and may maintain the incumbency of directors. In addition, under our Second Restated Certificate of Incorporation, as amended, our directors may only be removed from office for cause and by a vote of the majority of the shares then outstanding and eligible to vote.

Restated By-Laws

Under our restated by-laws, special meetings of stockholders may be called at the request, in writing to our corporate secretary, of stockholders holding of record at least 50% of the voting power of our issued and outstanding stock entitled to vote at such meeting.

Delaware Anti-Takeover Law

We are subject to the provisions of Section 203 of the Delaware General Corporation Law regulating corporate takeovers. In general, Section 203 prohibits a publicly held Delaware corporation from engaging, under certain circumstances, in a business combination with an interested stockholder for a period of three years following the date the person became an interested stockholder, unless:

•  prior to the date of the transaction, the board of directors of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;

•  upon completion of the transaction that resulted in the stockholder becoming an interested stockholder, the stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the number of shares outstanding (1) shares owned by persons who are directors and also officers and (2) shares owned by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or

•  on or subsequent to the date of the transaction, the business combination is approved by the board and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 662/3% of the outstanding voting stock which is not owned by the interested stockholder.

Generally, a business combination includes a merger, asset or stock sale, or other transaction resulting in a financial benefit to the interested stockholder. An interested stockholder is a person who, together with affiliates and associates, owns or, within three years prior to the determination of interested stockholder status, did own 15% or more of a corporation’s outstanding voting securities. We expect the existence of this provision to have an anti-takeover effect with respect to transactions our Board of Directors does not approve in advance. Section 203 may also discourage attempts that might result in a premium over the market price for the shares of common stock held by stockholders.

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is          . The transfer agent and registrar’s address is           .

NASDAQ Global Market Listing

We intend to apply for listing of our common stock on The NASDAQ Global Market under the trading symbol “RPSE.”

83

Shares Eligible for Future Sale

Prior to this offering, there was no public market in the United States for our securities. Our common stock and warrants to purchase common stock traded only on AIM, prior to their delisting in September and October 2009, respectively, or in private transactions. All unexercised warrants expired on April 28, 2010. Future sales of substantial amounts of common stock in the public market could adversely affect the market price of our common stock. After this offering is completed, the number of shares eligible for future sale into the public markets is subject to legal and contractual restrictions, some of which are described below. The expiration of these restrictions will permit sales of substantial amounts of our common stock in the public market or could create the perception that these sales could occur, which could adversely affect the market price for our common stock. These factors could also make it more difficult for us to raise funds through future offerings of common stock.

Based on the number of shares of common stock outstanding as of          , 2010, upon completion of this offering,     shares of common stock will be outstanding, assuming no exercise of the underwriters’ over-allotment option and no exercise of stock options prior to the completion of this offering. All of the shares sold in this offering will be freely tradable without restrictions or further registration under the Securities Act, unless purchased by our affiliates as that term is defined under Rule 144 under the Securities Act, in which case sales of the shares are subject to specified restrictions under Rule 144 described below.

The remaining           shares of common stock outstanding upon the closing of this offering will be freely tradable without restrictions or further registration under the Securities Act, subject to:

•  lock-up agreements described below between the holders of some of the shares and the underwriters of this offering;

•  arrangements under which some of the shares issued in our previous acquisitions are held in escrow; and

•  in the case of shares held by affiliates, restrictions as to volume, manner of sale and other limitations under Rule 144.

Additionally, of the 2,954,081 shares of common stock issuable upon exercise of options outstanding as of March 31, 2010, substantially all are subject to the lockup agreements with the underwriters, but upon expiration of those lockup agreements, they will be eligible for sale without restriction under the Securities Act, unless held by affiliates, in which case they will be subject to the restrictions of Rule 144 described below.

Lock-up Agreements

Our executive officers and directors, and certain holders of our outstanding common stock, have agreed, subject to specified exceptions, not to directly or indirectly sell, offer, contract or grant any option to sell (including without limitation any short sale), pledge, transfer, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, or otherwise dispose of any shares of our common stock, options or warrants to acquire shares of our common stock, or securities exchangeable or exercisable for or convertible into shares of our common stock currently or hereafter owned either of record or beneficially (as defined in Rule 13d-3 under the Exchange Act) by such person, or publicly announce an intention to do any of the foregoing. We have also agreed, subject to specified exceptions, not to directly or indirectly sell (including, without limitation, any short sale), offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any shares of our common stock, options, rights or warrants to acquire shares of our common stock, or securities exchangeable or exercisable for or convertible into shares of common stock, or publicly announce the intention to do any of the foregoing.

These restrictions terminate as to us and our executive officers, directors and stockholders after the close of trading of our common stock on the 180th day after the date of this prospectus. Jefferies & Company, Inc. may, in its sole discretion and at any time or from time to time before the termination of the 180-day period, without notice, release all or any portion of the securities subject to the lock-up agreements. However, subject to specified exceptions, if (i) during the last 17 days of the 180-day period, we issue an earnings release or material news or a material event relating to our company occurs or (ii) prior to the expiration of the 180-day period, we announce

84

that we will release earnings results during the 16-day period beginning on the last day of the 180-day period, then the 180-day period will be extended until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless Jefferies & Company, Inc. waives, in writing, such extension.

Shares in Escrow

In connection with our acquisition of Imerem on December 22, 2008, we issued 1,296,165 shares of common stock to Imerem’s sole shareholder. Pursuant to an escrow agreement between Imerem’s sole shareholder and our acquiring subsidiary, ReSearch Pharmaceutical Services Netherlands B.V., or RPS Dutch BV, one-half, or 648,083, of the shares of common stock were placed in escrow, to be released in equal portions on the first, second and third anniversaries of the acquisition date, subject to there being no indemnity claims outstanding. The shares held in escrow may not be sold until they are released from escrow. As of the date of this prospectus, 216,028 shares have been released from escrow and 432,055 shares remain subject to escrow, of which one-half will be released in December 2010 and one-half will be released in December 2011.

In connection with our acquisition of Infociencia on December 22, 2008, we issued 1,404,856 shares of common stock to Infociencia’s shareholders. Pursuant to an escrow agreement between Infociencia’s shareholders and our acquiring subsidiary, RPS Spain S.L., or RPS Spain, one-half, or 702,428, of the shares of common stock were placed in escrow, to be released in equal portions on the first, second and third anniversaries of the acquisition date, subject to there being no indemnity claims outstanding. The shares held in escrow may not be sold until they are released from escrow. As of the date of this prospectus, 234,143 shares have been released from escrow and 468,285 shares remain subject to escrow, of which one-half will be released in December 2010 and one-half will be released in December 2011.

In connection with our acquisition of Therapharm on December 23, 2008, we issued 1,497,864 shares of common stock to Therapharm’s shareholder. Pursuant to an escrow agreement between Therapharm’s shareholder and our acquiring subsidiary, RPS Dutch BV, one-half, or 748,932, of the shares of common stock were placed in escrow, to be released in equal portions on the first, second and third anniversaries of the acquisition date, subject to there being no indemnity claims outstanding. The shares held in escrow may not be sold until they are released from escrow. As of the date of this prospectus, 187,344 shares have been released from escrow, 62,300 shares were returned to us pursuant to a working capital adjustment escrow claim, which shares we subsequently cancelled, and 499,288 shares remain subject to escrow, of which one-half will be released in December 2010 and one-half will be released in December 2011.

In connection with our acquisition of Paramax on July 10, 2009, we issued 530,973 shares of common stock to Paramax’s shareholder. Pursuant to an escrow agreement between Paramax’s shareholder and our acquiring subsidiary, RPS Dutch BV, all of the consideration shares were placed in escrow, and were, or will be released in three equal portions on October 7, 2009, July 7, 2010 and January 31, 2011, subject to there being no indemnity claims outstanding. The shares held in escrow may not be sold until they are released. As of the date of this prospectus, 176,991 shares have been released from escrow, and 353,982 shares remain subject to escrow.

Rule 144

In general, under Rule 144 under the Securities Act, as in effect on the date of this prospectus, our affiliates who have beneficially owned shares of our common stock for at least six months are entitled to sell within any three-month period a number of shares that does not exceed the greater of:

•  one percent of the number of shares of our common stock then outstanding, which will equal approximately           shares immediately after this offering; and

•  the average weekly trading volume of our common stock on The NASDAQ Global Market during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.

Sales of shares under Rule 144 by our affiliates are also subject to requirements regarding the manner of sale, notice and the availability of current public information about our company.

85

Registration Rights

Most of our stockholders prior to this offering have rights to require us to register their shares under the Securities Act pursuant to three separate registration rights agreements.

Investor Rights Agreement

We entered into an Investor Rights Agreement, dated April 24, 2006, in connection with the initial public offering of Cross Shore’s common stock. The Investor Rights Agreement covers an aggregate of 16,783,891 shares of our outstanding common stock.

Under the Investor Rights Agreement, we are also required to file a shelf registration statement on Form S-3 within 90 days after becoming eligible to do so. In addition, the holders of our common stock that are party to the Investor Rights Agreement are entitled to no more than three demand registrations, covering in each case a minimum of 15% of the shares then outstanding, and piggyback registration rights. If we file a shelf registration statement for the resale of shares, demand and piggyback registration rights will be suspended except for underwritten offerings. Registration rights are generally available only for stock that is subject to restrictions on transfer under the U.S. securities laws.

Registration Rights Agreement

We entered into a Registration Rights Agreement, dated August 30, 2007, or the Registration Rights Agreement, with the holders of shares of common stock of Old RPS who were issued shares of our common stock in the merger between Cross Shore and Old RPS. The Registration Rights Agreement covers an aggregate of 15,758,497 shares of our outstanding common stock.

Under the Registration Rights Agreement, we have granted the stockholders that previously held shares in Old RPS the rights to include shares on any registration statement we file pursuant to the Securities Act in connection with a public offering of stock, whether such offering is being made for our own account or for the account of stockholders other than the stockholders that previously held shares in Old RPS. These registration rights are applicable to any registration of stock that is made pursuant to a demand from the existing stockholders pursuant to the Investor Rights Agreement. The number of shares that the existing stockholders may include in an underwritten public offering by exercising their registration rights under the Registration Rights Agreement is subject to reduction in the event the managing underwriters of such offering advise us that the number of shares to be included in such offering exceeds the amount of stock that can be sold without adversely affecting the offering.

The Registration Rights Agreement also provides similar shelf registration rights as are set forth in the Investor Rights Agreement described above.

Founders’ Shares Agreement

We entered into a Registration Rights Agreement, dated April 24, 2006, with the founders of Cross Shore who acquired shares of common stock prior to Cross Shore’s initial public offering. We refer to this agreement as the Founders’ Shares Agreement. The Founders’ Shares Agreement covers an aggregate of 1,806,772 shares of our outstanding common stock.

Under the Founders’ Shares Agreement, we are required to file a shelf registration statement on Form S-3 upon request of the stockholders who are parties to the Founders’ Shares Agreement, as long as the holders propose to sell registrable securities and such other securities, if any, at an aggregate price to the public of at least $2,000,000. In addition, the stockholders who are parties to the Founders’ Shares Agreement are entitled to no more than two demand registrations, covering in each case as many shares as the requesting stockholders propose to sell, subject to certain restrictions imposed by an underwriter, and piggyback registration rights. If we file a shelf registration statement for the resale of shares, demand and piggyback registration rights will be suspended except for underwritten offerings. Registration rights are generally available only for stock that is subject to restrictions on transfer under the U.S. securities laws.

We are required to bear all expenses incident to our compliance with the terms of the Registration Rights Agreement, the Investor Rights Agreement and the Founders’ Shares Agreement. The Registration Rights

86

Agreement and Founders’ Shares Agreement also contain customary indemnification obligations from us to the applicable stockholders with respect to untrue statements or material omissions in any registration statement that includes the applicable shares.

If we do not effect a registration required under the Investor Rights Agreement or the Registration Rights Agreement, the stockholders who are party to those agreements may be entitled to receive liquidated damages in the form of additional shares in an amount per month equal to 1% of all or a portion of such holder’s registrable securities for up to two months, in the case of the Registration Rights Agreement, or four months, in the case of the Investor Rights Agreement.

87

Certain U.S. Federal Tax Considerations Applicable To Non-U.S. Holders

The following is a summary of certain U.S. federal income and estate tax considerations related to the purchase, ownership and disposition of our common stock that are applicable to a “non-U.S. holder,” as defined below. This section does not address tax considerations applicable to other investors, such as U.S. persons, as defined below. They are urged to consult their own tax advisors to determine the specific tax consequences and risks to them of purchasing, holding and disposing of the common stock.

This summary:

•  is based on the Code, U.S. federal tax regulations promulgated or proposed under it, referred to in this prospectus as the Treasury Regulations, judicial authority, and published rulings and administrative pronouncements of the U.S. Internal Revenue Service, or the IRS, each as of the date of this prospectus and each of which are subject to change at any time, possibly with retroactive effect;

•  is applicable only to non-U.S. holders who hold the shares as “capital assets” within the meaning of section 1221 of the Code;

•  does not discuss the applicability of any U.S. state or local taxes, non-U.S. taxes or any other U.S. federal tax except for U.S. federal income tax and estate tax; and

•  does not address all aspects of U.S. federal income taxation that may be relevant to holders in light of their particular circumstances or who are subject to special treatment under U.S. federal income tax laws, including but not limited to:

•  certain former citizens and long-term residents of the United States;

•  banks, financial institutions, or “financial services entities”;

•  insurance companies;

•  tax-exempt organizations;

•  dealers in securities;

•  investors holding the common stock as part of a “straddle,” “hedge,” “conversion transaction,” or other risk-reduction transaction; and

•  “controlled foreign corporations” and “passive foreign investment companies,” as defined in the Code.

This summary constitutes neither tax nor legal advice. Prospective investors are urged to consult their own tax advisors to determine the specific tax consequences and risks to them of purchasing, holding and disposing of our common stock, including the application to their particular situations of any U.S. federal, state, local, and non-U.S. tax laws and of any applicable income tax treaty.

Non-U.S. Holder Defined

For purposes of this discussion, a non-U.S. holder is a beneficial owner of common stock that is neither a “U.S. person” nor a partnership or entity or arrangement treated as a partnership for U.S. federal income tax purposes. A “U.S. person” is:

•  an individual citizen or resident of the United States;

•  a corporation, or other entity taxable as a corporation for U.S. federal income tax purposes, that is created or organized in or under the laws of the United States, any state thereof or the District of Columbia;

•  an estate the income of which is subject to U.S. federal income taxation regardless of its source; or

•  a trust if it (1) is subject to the primary supervision of a court within the United States and one or more U.S. persons have the authority to control all substantial decisions of the trust or (2) has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person.

If a partnership (or an entity or arrangement treated as a partnership for U.S. federal income tax purposes) owns our common stock, then the U.S. federal income tax treatment of a partner in that partnership generally will depend on the status of the partner and the partnership’s activities. Partners and partnerships should consult their own tax advisors with regard to the U.S. federal income tax treatment of an investment in our common stock.

88

Distributions to Non-U.S. Holders

Distributions of cash or property, if any, paid to a non-U.S. holder of the common stock will constitute “dividends” for U.S. federal income tax purposes to the extent paid out of our current or accumulated earnings and profits, as determined for U.S. federal income tax purposes. If the amount of a distribution exceeds both our current and accumulated earnings and profits, such excess will first constitute a nontaxable return of capital, which will reduce the holder’s tax basis in the common stock, but not below zero, and thereafter will be treated as gain from the sale of the common stock. See “—Sale or Taxable Disposition of Common Stock by Non-U.S. Holders” below.

Subject to the following paragraphs, dividends on the common stock generally will be subject to U.S. federal withholding tax at a 30% gross rate, subject to any exemption or lower rate as may be specified by an applicable income tax treaty. We may withhold up to 30% of either (1) the gross amount of the entire distribution, even if the amount of the distribution is greater than the amount constituting a dividend, as described above, or (2) the amount of the distribution we project will be a dividend, based upon a reasonable estimate of both our current and our accumulated earnings and profits for the taxable year in which the distribution is made. If tax is withheld on the amount of a distribution in excess of the amount constituting a dividend, then you may obtain a refund of that excess amount by timely filing a claim for refund with the IRS.

To claim the benefit of a reduced rate of or an exemption from U.S. federal withholding tax under an applicable income tax treaty, a non-U.S. holder will be required (1) to satisfy certain certification requirements, which may be made by providing us or our agent with a properly executed and completed IRS Form W-8BEN (or other applicable form) certifying, under penalty of perjury, that the holder qualifies for treaty benefits and is not a U.S. person or (2) if the common stock is held through certain non-U.S. intermediaries, to satisfy the relevant certification requirements of the applicable Treasury Regulations. Special certification and other requirements apply to certain non-U.S. holders that are pass-through entities.

Dividends that are effectively connected with the conduct of a trade or business by the non-U.S. holder within the United States (and, if required by an applicable income tax treaty, are attributable to a permanent establishment, or a fixed base in the case of an individual non-U.S. holder, that is maintained by the non-U.S. holder in the United States) (“effectively connected dividends”) are not subject to the U.S. federal withholding tax, provided that the non-U.S. holder certifies, under penalty of perjury, that the dividends paid to such holder are effectively connected dividends on a properly executed and completed IRS Form W-8ECI (or other applicable form). Instead, any such dividends will be subject to U.S. federal income tax on a net income basis in a manner similar to that which would apply if the non-U.S. holder were a U.S. person.

Corporate non-U.S. holders who receive effectively connected dividends may also be subject to an additional “branch profits tax” at a gross rate of 30% on their earnings and profits for the taxable year that are effectively connected with the holder’s conduct of a trade or business within the United States, subject to any exemption or reduction provided by an applicable income tax treaty.

Sale or Taxable Disposition of Common Stock by Non-U.S. Holders

Any gain realized on the sale, exchange or other taxable disposition of the common stock generally will not be subject to U.S. federal income tax unless:

•  the gain is effectively connected with the conduct of a trade or business by the non-U.S. holder within the United States (and, if required by an applicable income tax treaty, is attributable to a permanent establishment, or fixed base in the case of an individual non-U.S. holder, that is maintained by the non-U.S. holder in the United States);

•  the non-U.S. holder is an individual who is present in the United States for 183 days or more in the taxable year of that disposition, and certain other conditions are met; or

•  we are or have been a “United States real property holding corporation” for U.S. federal income tax purposes at any time during the shorter of the five-year period ending on the date of such disposition and the non-U.S. holder’s holding period in the common stock.

A non-U.S. holder described in the first bullet point above generally will be subject to U.S. federal income tax on

89

the net gain derived from the sale or disposition under regular graduated U.S. federal income tax rates as if the holder were a U.S. person. If the non-U.S. holder is a corporation, then the gain may also, under certain circumstances, be subject to the “branch profits tax,” which was discussed above.

An individual non-U.S. holder described in the second bullet point above will be subject to a tax at a 30% gross rate, subject to any reduction or reduced rate under an applicable income tax treaty, on the net gain derived from the sale, which may be offset by U.S.-source capital losses, even though the individual is not considered a resident of the United States for U.S. federal income tax purposes.

We believe we are not, have not been and will not become a “United States real property holding corporation” for U.S. federal income tax purposes. In the event that we are or become a United States real property holding corporation at any time during the applicable period described in the third bullet point above, any gain recognized on a sale or other taxable disposition of the common stock may be subject to U.S. federal income tax, including any applicable withholding tax, if (1) the non-U.S. holder beneficially owns, or has owned, more than 5% of our common stock at any time during the applicable period, or (2) our common stock ceases to be traded on an “established securities market” within the meaning of the Code. Non-U.S. holders who intend to acquire more than 5% of our common stock are encouraged to consult their tax advisors with respect to the U.S. tax consequences of a disposition of the common stock.

Information Reporting and Backup Withholding

We must report annually to the IRS and to each non-U.S. holder the amount of dividends and other distributions paid to the holder and the tax withheld, if any, from those payments. These reporting requirements apply regardless of whether withholding was reduced or eliminated by any applicable income tax treaty. Copies of the information returns reporting such dividends and the tax withheld may also be made available to the tax authorities in the country in which the non-U.S. holder resides under the provisions of an applicable income tax treaty.

A non-U.S. holder that is not a corporation will generally be subject to backup withholding, currently at a 28% rate, for dividends paid to the holder unless the holder certifies under penalty of perjury that it is not a U.S. person or the holder otherwise establishes an exemption (provided that the payor does not have actual knowledge or reason to know that such holder is a U.S. person or that the conditions of any other exemptions are not in fact satisfied).

Information reporting and, depending on the circumstances, backup withholding will apply to the proceeds of a sale of the common stock by a non-U.S. holder within the United States or conducted through certain U.S.-related financial intermediaries, unless the holder certifies under penalty of perjury that it is not a U.S. person or the holder otherwise establishes an exemption (provided that neither the broker nor intermediary has actual knowledge or reason to know that such holder is a U.S. person or that the conditions of any other exemptions are not in fact satisfied).

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against a non-U.S. holder’s U.S. federal income tax liability, if any, provided the required information is timely furnished to the IRS.

Federal Estate Tax

Individual non-U.S. holders and entities the property of which is potentially includible in such an individual’s gross estate for U.S. federal estate tax purposes (for example, a trust funded by such an individual and with respect to which the individual has retained certain interests or powers) should note that, absent an applicable treaty benefit, the common stock will be treated as U.S.-situs property subject to U.S. federal estate tax.

Recent Legislative Developments

The recently enacted Hiring Incentives to Restore Employment Act has, among other things, added new sections 1471 to 1474 of the Code, which will, effective January 1, 2013, impose new information reporting and withholding tax requirements for dividends and sales proceeds paid to certain non-U.S. entities that hold shares in

90

U.S. corporations. In general, to avoid a 30% withholding tax under these provisions, (1) foreign financial institutions that hold shares in U.S. corporations will be required to identify for the IRS each U.S. account owner who is a beneficial owner of such shares and to provide certain information regarding the account, and also to agree to comply with certain other requirements, and (2) other foreign entities (aside from public companies) that are beneficial owners of shares will be required to identify U.S. persons who own a 10% or greater interest in such foreign entity. Foreign entities, and other foreign persons who plan to have their shares of our common stock held through a foreign financial institution, should consider the potential applicability of these new provisions.

91

Underwriting

Under the terms and subject to the conditions contained in an underwriting agreement dated     , 2010, by and among us and the underwriters named below, for whom Jefferies & Company, Inc. is acting as representative, the underwriters have agreed to purchase, and we have agreed to sell to them, the number of shares of common stock indicated in the table below:

	Number
Name	of Shares
Jefferies & Company, Inc.
William Blair & Company, L.L.C.
Lazard Capital Markets LLC
Total

The underwriters are offering the common stock subject to their acceptance of the shares from us and subject to prior sale. The underwriting agreement provides that the obligations of the underwriters to pay for and accept delivery of the common stock offered by this prospectus are subject to the approval of certain legal matters by their counsel and to certain other conditions. The underwriting agreement provides that the underwriters are obligated to take and pay for all of the common stock if any such shares are purchased, other than those shares covered by the overallotment option described below.

Commissions and Expenses

The underwriters have advised us that they propose to offer the shares to the public at the public offering price per share set forth on the cover page of this prospectus and to certain dealers at that price less a concession not in excess of $      per share. After the offering, the public offering price and concession to dealers may be reduced by the underwriters. No such reduction shall change the amount of proceeds to be received by us as set forth on the cover page of this prospectus. The shares are offered by the underwriters as stated herein, subject to receipt and acceptance by them and subject to their right to reject any order in whole or in part.

The following table shows the public offering price, the underwriting discounts and commissions payable to the underwriters by us and the proceeds, before expenses, to us.

			Total with
			Full Exercise of
			Overallotment
	Per Share	Total	Option
Public offering price	$	$	$
Underwriting discounts and commissions	$	$	$
Proceeds to ReSearch Pharmaceutical Services, Inc. (before expenses)	$	$	$

We estimate expenses payable by us in connection with the offering of common stock, other than the underwriting discounts and commissions referred to above, will be approximately $     .

Option to Purchase Additional Shares

We have granted to the underwriters an option, exercisable for 30 days from the date of this prospectus, to purchase up to an aggregate of           additional shares at the same price they are paying for the shares shown in the table above. The underwriters may exercise this option at any time and from time to time, in whole or in part, within 30 days after the date of this prospectus.

Indemnification

We have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities

92

Act. We have also agreed to contribute to payments that the underwriters may be required to make in respect of those liabilities.

Lock-up Agreements

Our executive officers and directors and the holders of substantially all of our outstanding common stock have agreed, subject to specified exceptions, not to directly or indirectly sell, offer, contract or grant any option to sell (including without limitation any short sale), pledge, transfer, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of any shares of our common stock, options or warrants to acquire shares of our common stock, or securities exchangeable or exercisable for or convertible into shares of our common stock currently or hereafter owned either of record or beneficially (as defined in Rule 13d-3 under the Exchange Act) by such person, or publicly announce an intention to do any of the foregoing. We have also agreed, subject to specified exceptions, not to directly or indirectly sell (including, without limitation, any short sale), offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any shares of our common stock, options, rights or warrants to acquire shares of our common stock, or securities exchangeable or exercisable for or convertible into shares of common stock, or publicly announce the intention to do any of the foregoing.

These restrictions terminate as to us and our executive officers, directors and stockholders after the close of trading of our common stock on the 180th day after the date of this prospectus. Jefferies & Company, Inc. may, in its sole discretion and at any time or from time to time before the termination of the 180-day period, without notice, release all or any portion of the securities subject to the lock-up agreements. However, subject to specified exceptions, if (i) during the last 17 days of the 180-day period, we issue an earnings release or material news or a material event relating to our company occurs or (ii) prior to the expiration of the 180-day period, we announce that we will release earnings results during the 16-day period beginning on the last day of the 180-day period, then the 180-day period will be extended until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless Jefferies & Company, Inc. waives, in writing, such extension.

Electronic Distribution

This prospectus in electronic format may be made available on websites or through other online services maintained by the underwriters of the offering, or by their affiliates. Other than the prospectus in electronic format, the information on the underwriters’ websites and any information contained in any other website maintained by the underwriters is not part of the prospectus or the registration statement of which this prospectus forms a part, has not been approved or endorsed by us or the underwriters in their capacity as underwriters and should not be relied upon by investors.

Upon receipt of a request by an investor or its representative who has received an electronic prospectus from an underwriter within the period during which there is an obligation to deliver a prospectus, we will promptly transmit, or cause to be transmitted, without charge, a paper copy of the prospectus.

No Public Market

We intend to apply to list our common stock on The NASDAQ Global Market under the symbol “RPSE,” but there has been no public market for our common stock since its delisting from AIM in September 2009. The initial public offering price for the shares being offered hereby will be determined by us and the representative, based on the following factors:

•  the history and prospects for the industry in which we compete;

•  our past and present operations;

•  our historical results of operations;

•  our prospects for future business and earning potential;

93

•  our management;

•  the general condition of the securities markets at the time of this offering;

•  the recent market prices of securities of generally comparable companies;

•  the market capitalization and stages of development of other companies which we and the representative believe to be comparable to us; and

•  other factors deemed to be relevant.

We cannot assure you that the initial public offering price will correspond to the price of which our common stock will trade in the public market after this offering or that an active trading market for the common stock will develop and continue after this offering.

Price Stabilization, Short Positions and Penalty Bids

Until the distribution of the shares of common stock is completed, SEC rules may limit the underwriters from bidding for and purchasing shares of our common stock.

In connection with this offering, the underwriters may engage in transactions that stabilize, maintain or make short sales of our common stock and may purchase our common stock on the open market to cover positions created by short sales. Short sales involve the sale by the underwriters of a greater number of shares than they are required to purchase in this offering. Establishing short sales positions may involve either “covered” short sales or “naked” short sales. Covered short sales are short sales made in an amount not greater than the underwriters’ over-allotment option described above. The underwriters may close out any covered short position either by exercising their over-allotment option or by purchasing shares in the open market. To determine how they will close the covered short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market, as compared to the price at which they may purchase shares through the over-allotment option. Naked short sales are short sales in excess of the over-allotment option. The underwriters must close out any naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that, in the open market after the pricing of this offering, there may be downward pressure on the price of the shares that could adversely affect investors who purchase shares in this offering.

A “stabilizing bid” is a bid for or the purchase of common stock on behalf of the underwriters in the open market prior to the completion of this offering for the purpose of fixing or maintaining the price of the shares of common stock. A “syndicate covering transaction” is the bid for or purchase of common stock on behalf of the underwriters to reduce a short position incurred by the underwriters in connection with the offering.

Similar to other purchase transactions, the underwriters’ purchases to cover the syndicate short sales may have the effect of raising or maintaining the market price of our shares or preventing or retarding a decline in the market price of our shares. As a result, the price of our shares may be higher than the price that might otherwise exist in the open market.

In connection with this offering, the underwriters may also engage in passive market making transactions in our common stock on The NASDAQ Global Market in accordance with Rule 103 of Regulation M during a period before the commencement of offers or sales of shares of our common stock in this offering and extending through the completion of distribution. A passive market maker must display its bid at a price not in excess of the highest independent bid of that security. However, if all independent bids are lowered below the passive market maker’s bid, that bid must then be lowered when specified purchase limits are exceeded.

Neither we nor the underwriters make any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of our common stock. In addition, neither we nor the underwriters make any representation that the underwriters will engage in these transactions or that any transaction, if commenced, will not be discontinued without notice.

Affiliations

In the future, the underwriters and their affiliates may provide various investment banking, commercial banking, financial advisory and other services to us and our affiliates for which services they have received, and may in the

94

future receive, customary fees. In the course of their businesses, the underwriters and their affiliates may actively trade our securities or loans for their own accounts or for the accounts of customers, and, accordingly, the underwriters and their affiliates may at any time hold long or short positions in such securities or loans.

Lazard Frères & Co. LLC referred this transaction to Lazard Capital Markets LLC and will receive a referral fee from Lazard Capital Markets LLC in connection therewith.

European Economic Area

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (as defined below) (each, a Relevant Member State), with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State, or the Relevant Implementation Date, an offer of our common stock to the public may not be made in that Relevant Member State prior to the publication of a prospectus in relation to our common stock which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that an offer to the public in that Relevant Member State of any shares of our common stock may be made at any time under the following exemptions under the Prospectus Directive if they have been implemented in the Relevant Member State:

(a) to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;

(b) to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000 and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts;

(c) to fewer than 100 natural or legal persons per Relevant Member State (other than qualified investors as defined in the Prospectus Directive); or

(d) in any other circumstances falling within Article 3(2) of the Prospectus Directive,

provided that no such offer of our common stock shall result in a requirement for the publication by us or any underwriter of a prospectus pursuant to Article 3 of the Prospectus Directive.

For the purposes of this provision, the expression an “offer of our common stock to the public” in relation to any shares of our common stock in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and our common stock to be offered so as to enable an investor to decide to purchase or subscribe our common stock, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression “Prospectus Directive” means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.

United Kingdom

Shares of our common stock may not be offered or sold and will not be offered or sold to any persons in the United Kingdom other than to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or as agent) for the purposes of their businesses or otherwise in circumstances which have not resulted or will not result in an offer to the public in the United Kingdom within the meaning of the Financial Services and Markets Act 2000, or the FSMA.

In addition, any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) in connection with the issue or sale of shares of our common stock may only be communicated or caused to be communicated in circumstances in which Section 21(1) of the FSMA does not apply to us. Without limitation to the other restrictions referred to herein, this prospectus is directed only at (1) persons outside the United Kingdom or (2) persons who:

(a) are qualified investors as defined in section 86(7) of FSMA, being persons falling within the meaning of article 2.1(e)(i), (ii) or (iii) of the Prospectus Directive; and

95

(b) are either persons who fall within article 19(1) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, or Order, or are persons who fall within article 49(2)(a) to (d) (“high net worth companies, unincorporated associations, etc.”) of the Order; or

(c) to whom it may otherwise lawfully be communicated in circumstances in which Section 21(1) of the FSMA does not apply.

Without limitation to the other restrictions referred to herein, any investment or investment activity to which this offering circular relates is available only to, and will be engaged in only with, such persons, and persons within the United Kingdom who receive this communication (other than persons who fall within (2) above) should not rely or act upon this communication.

Germany

Any offer or solicitation of securities within Germany must be in full compliance with the German Securities Prospectus Act (Wertpapierprospektgesetz—WpPG). The offer and solicitation of securities to the public in Germany requires the publication of a prospectus that has to be filed with and approved by the German Federal Financial Services Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht—BaFin). This prospectus has not been and will not be submitted for filing and approval to the BaFin and, consequently, will not be published. Therefore, this prospectus does not constitute a public offer under the German Securities Prospectus Act (Wertpapierprospektgesetz). This prospectus and any other document relating to our common stock, as well as any information contained therein, must therefore not be supplied to the public in Germany or used in connection with any offer for subscription of our common stock to the public in Germany, any public marketing of our common stock or any public solicitation for offers to subscribe for or otherwise acquire our common stock. This prospectus and other offering materials relating to the offer of our common stock are strictly confidential and may not be distributed to any person or entity other than the designated recipients hereof.

France

This prospectus has not been prepared in the context of a public offering of financial securities in France within the meaning of Article L.411-1 of the French Code Monétaire et Financier and Title I of Book II of the Règlement Général of the Autorité des marchés financiers, or AMF, and therefore has not been and will not be filed with the AMF for prior approval or submitted for clearance to the AMF. Consequently, the shares of our common stock may not be, directly or indirectly, offered or sold to the public in France and offers and sales of the shares of our common stock may only be made in France to qualified investors (investisseurs qualifiés) acting for their own, as defined in and in accordance with Articles L.411-2 and D.411-1 to D.411-4, D.734-1, D.744-1, D.754-1 and D.764-1 of the French Code Monétaire et Financier. Neither this prospectus nor any other offering material may be released, issued or distributed to the public in France or used in connection with any offer for subscription on sale of the shares of our common stock to the public in France. The subsequent direct or indirect retransfer of the shares of our common stock to the public in France may only be made in compliance with Articles L.411-1, L.411-2, L.412-1 and L.621-8 through L.621-8-3 of the French Code Monétaire et Financier.

Sweden

This is not a prospectus under, and has not been prepared in accordance with the prospectus requirements provided for in, the Swedish Financial Instruments Trading Act [lagen (1991:980) om handel med finasiella instrument] nor any other Swedish enactment. Neither the Swedish Financial Supervisory Authority nor any other Swedish public body has examined, approved, or registered this document.

96

Legal Matters

The validity of the shares of our common stock offered by this prospectus will be passed upon for us by Drinker Biddle & Reath LLP, Philadelphia, Pennsylvania. The underwriters are represented by Cooley LLP, Reston, Virginia.

Experts

The consolidated financial statements of ReSearch Pharmaceutical Services, Inc. and Subsidiaries at December 31, 2009 and 2008, and for each of the three years in the period ended December 31, 2009, appearing in this prospectus and the related registration statement have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their report thereon appearing elsewhere herein, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

The consolidated financial statements of each of Imerem, Infociencia and Therapharm at December 31, 2007, included in this prospectus and registration statement have been audited by McGladrey & Pullen, LLP, independent registered public accounting firm, as set forth in their report thereon appearing elsewhere herein and are included in reliance on such report given on the authority of such firm as experts in accounting and auditing.

Where You Can Find More Information

We have filed with the SEC a registration statement on Form S-1 under the Securities Act relating to the shares of our common stock being offered by this prospectus. This prospectus, which constitutes part of that registration statement, does not contain all of the information set forth in the registration statement or the exhibits and schedules which are part of the registration statement. For further information about us and the common stock offered, we refer you to the registration statement and the exhibits and schedules thereto. Statements contained in this prospectus regarding the contents of any contract or any other document to which reference is made are not necessarily complete, and, in each instance where a copy of a contract or other document has been filed as an exhibit to the registration statement, reference is made to the copy so filed, each of those statements being qualified in all respects by the reference.

A copy of the registration statement, the exhibits and schedules thereto and any other document we file may be inspected without charge at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549, and copies of all or any part of the registration statement may be obtained from this office upon the payment of the fees prescribed by the SEC. The public may obtain information on the operation of the public reference facilities in Washington, D.C. by calling the SEC at 1-800-732-0330. Our filings with the SEC are available to the public from the SEC’s website at www.sec.gov.

We are subject to the information and periodic reporting requirements of the Exchange Act and, accordingly, have filed annual reports containing our financial statements audited by an independent public accounting firm, quarterly reports containing our unaudited financial statements, current reports, proxy statements and other information with the SEC. You may read and copy this information at the SEC’s public reference room and the website of the SEC referred to above. In addition, we also make our filings with the SEC available on our website at www.rpsweb.com. Information presented on, or accessible through, our website is not a part of, and is not incorporated into, this prospectus. We will also provide copies of our filings with the SEC free of charge to our stockholders upon request.

97

Index to Consolidated Financial Statements

	Page
ReSearch Pharmaceutical Services, Inc. and Subsidiaries
Report of Independent Registered Public Accounting Firm		F-3
Consolidated Balance Sheets as of December 31, 2009 and December 31, 2008		F-4
Consolidated Statements of Operations for the years ended December 31, 2009, 2008 and 2007		F-5
Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ equity for the years ended December 31, 2009, 2008 and 2007		F-6
Consolidated Statements of Cash Flows for the years ended December 31, 2009, 2008 and 2007		F-7
Notes to Consolidated Financial Statements		F-8
ReSearch Pharmaceutical Services, Inc. and Subsidiaries Interim Financial Statements
Condensed Consolidated Balance Sheets as of March 31, 2010 (unaudited) and December 31, 2009		F-31
Condensed Consolidated Statements of Operations (unaudited) for the three months ended March 31, 2010 and 2009		F-32
Condensed Consolidated Statements of Cash Flows (unaudited) for the three months ended March 31, 2010 and 2009		F-33
Notes to Condensed Consolidated Financial Statements (unaudited)		F-34
IMEREM Institute for Medical Research Management and Biometrics—Institute für medizinisches Forschungsmanagement und Biometrie—Ein unabhaengiges Forschungsunternehmen GmbH
Independent Auditor’s Report		F-44
Balance Sheet as of December 31, 2007		F-45
Statement of Income for the year ended December 31, 2007		F-46
Statement of Stockholder’s equity for the year ended December 31, 2007		F-47
Statement of Cash Flows for the year ended December 31, 2007		F-48
Notes to Financial Statements		F-49
IMEREM Institute for Medical Research Management and Biometrics—Institute für medizinisches Forschungsmanagement und Biometrie—Ein unabhaengiges Forschungsunternehmen GmbH Interim Financial Statements
Condensed Balance Sheet as of September 30, 2008 (unaudited)		F-56
Condensed Statements of Income (unaudited) for the nine months ended September 30, 2008 and 2007		F-57
Condensed Statements of Cash Flows (unaudited) for the nine months ended September 30, 2008 and 2007		F-58
Notes to Condensed Financial Statements (unaudited)		F-59
Infociencia S.L. and Infociencia Clinical Research S.L.
Independent Auditor’s Report		F-63
Combined Balance Sheet as of December 31, 2007		F-64
Combined Statement of Income for the year ended December 31, 2007		F-65
Combined Statement of Stockholders’ equity for the year ended December 31, 2007		F-66
Combined Statement of Cash Flows for the year ended December 31, 2007		F-67
Notes to Combined Financial Statements		F-68
Infociencia S.L. and Infociencia Clinical Research S.L. Interim Financial Statements
Condensed Combined Balance Sheet as of September 30, 2008 (unaudited)		F-74

F-1

	Page
Condensed Combined Statements of Operations (unaudited) for the nine months ended September 30, 2008 and 2007		F-75
Condensed Combined Statements of Cash Flows (unaudited) for the nine months ended September 30, 2008 and 2007		F-76
Notes to Condensed Combined Financial Statements (unaudited)		F-77
Therapharm Recherches Th. R.
Independent Auditor’s Report		F-80
Balance Sheet as of December 31, 2007		F-81
Statement of Income for the year ended December 31, 2007		F-82
Statements of Stockholder’s equity for the year ended December 31, 2007		F-83
Statement of Cash Flows for the year ended December 31, 2007		F-84
Notes to Financial Statements		F-85
Therapharm Recherches Th. R. Interim Financial Statements
Condensed Balance Sheet as of September 30, 2008 (unaudited)		F-90
Condensed Statements of Operations (unaudited) for the nine months ended September 30, 2008 and 2007		F-91
Condensed Statements of Cash Flows (unaudited) for the nine months ended September 30, 2008 and 2007		F-92
Notes to Condensed Financial Statements (unaudited)		F-93

F-2

Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders

Research Pharmaceutical Services, Inc. and Subsidiaries

We have audited the accompanying consolidated balance sheets of Research Pharmaceutical Services, Inc. and Subsidiaries as of December 31, 2009 and 2008 and the related consolidated statements of operations, redeemable convertible preferred stock and stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2009. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Research Pharmaceutical Services, Inc. and Subsidiaries as of December 31, 2009 and 2008, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2009, in conformity with U.S. generally accepted accounting principles.

/s/  Ernst & Young LLP

Philadelphia, Pennsylvania

March 24, 2010

F-3

ReSearch Pharmaceutical Services, Inc. and Subsidiaries

Consolidated Balance Sheets

	December 31,
	2009		2008
Assets
Current assets:
Cash and cash equivalents	$	3,468,104	$	6,565,003
Restricted cash		5,195,841		7,247,532
Accounts receivable, less allowance for doubtful accounts of $398,000 at December 31, 2009 and $654,000 at December 31, 2008, respectively		54,516,875		43,225,016
Current deferred tax asset		473,940		970,797
Prepaid expenses and other current assets		4,795,030		2,377,838
Total current assets		68,449,790		60,386,186
Property and equipment, net		6,404,747		5,993,387
Other assets		1,627,453		1,179,018
Intangible assets subject to amortization, net		2,792,481		3,880,000
Goodwill		16,742,614		15,145,585
Deferred tax asset		243,593		504,366
Total assets	$	96,260,678	$	87,088,542
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	3,526,931	$	3,496,309
Accrued expenses		14,551,527		12,069,957
Customer deposits		9,695,841		7,247,532
Deferred revenue		8,910,551		4,781,935
Line of credit		9,565,808		7,500,000
Current deferred tax liability		44,267		—
Current portion of capital lease obligations		553,689		682,695
Total current liabilities		46,848,614		35,778,428
Customer deposits		—		4,500,000
Deferred tax liability		345,121		1,331,955
Other liabilities		2,510,351		2,323,794
Capital lease obligations, less current portion		250,576		871,963
Total liabilities		49,954,662		44,806,140
Stockholders’ equity:
Common stock, $.0001 par value:
Authorized shares—150,000,000; issued and outstanding shares—37,277,808 and 36,746,291 at December 31, 2009 and December 31, 2008, respectively.		3,728		3,675
Additional paid-in capital		45,601,325		44,083,184
Accumulated other comprehensive income		40,507		155,535
Retained earnings (accumulated deficit)		660,456		(1,959,992	)
Total stockholders’ equity		46,306,016		42,282,402
Total liabilities and stockholders’ equity	$	96,260,678	$	87,088,542

See accompanying notes.

F-4

ReSearch Pharmaceutical Services, Inc. and Subsidiaries

Consolidated Statements of Operations

	Year Ended December 31,
	2009			2008			2007
Service revenue	$	200,471,816		$	156,966,558		$	120,459,459
Reimbursement revenue		23,696,162			18,085,514			13,923,784
Total revenue		224,167,978			175,052,072			134,383,243
Direct costs		145,208,645			117,707,287			87,650,346
Reimbursable out-of-pocket costs		23,696,162			18,085,514			13,923,784
Selling, general, and administrative expenses		44,797,903			31,289,566			26,786,748
Depreciation and amortization		3,722,907			1,750,252			1,143,734
Income from operations		6,742,361			6,219,453			4,878,631
Interest expense		(649,878	)		(226,911	)		(6,025,467	)
Interest income		539,424			293,056			238,178
Other income (expense)		(452,138	)		(24,435	)		1,404
Net income (loss) before provision for income taxes		6,179,769			6,261,163			(907,254	)
Provision for income taxes		3,559,321			2,518,379			1,508,087
Net income (loss)		2,620,448			3,742,784			(2,415,341	)
Accretion of preferred stock		—			—			(320,819	)
Net income (loss) applicable to common shares:	$	2,620,448		$	3,742,784		$	(2,736,160	)
Net income (loss) per common share:
Basic	$	0.07		$	0.11		$	(0.19	)
Diluted	$	0.07		$	0.11		$	(0.19	)
Weighted average number of common shares outstanding:
Basic		37,002,773			32,616,846			14,572,881
Diluted		38,071,113			34,103,258			14,572,881

See accompanying notes.

F-5

Research Pharmaceutical Services, Inc. and Subsidiaries

Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity

	Redeemable Convertible Preferred Stock												Stockholders’ equity
																												Accumulated			Retained
																									Additional			Other			Earnings/
	Series A						Series B						Common Stock						Treasury Shares						Paid-In			Comprehensive			(Accumulated
	Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount			Capital			Income			Deficit)			Total
Balance at December 31, 2006		7,593,198		$	5,489,688			1,271,694		$	2,512,345			12,404,751		$	1,240		$	6,903,077		$	(1,187,650	)	$	117,388		$	6,297		$	(3,287,435	)	$	(4,350,160	)
Accretion of dividends on Series A and Series B Convertible Preferred Stock		—			214,747			—			106,072			—			—			—			—			(320,819	)		—			—			(320,819	)
Stock-based compensation		—			—			—			—			—			—			—			—			211,817			—			—			211,817
Exercise of common stock options		—			—			—			—			6,324			1			—			—			6,747			—			—			6,748
Repurchase of shares from stockholders		—			—			—			—			—			—			24,592			(172,909	)		—			—			—			(172,909	)
Payment of preferred stock dividends		—			(2,039,334	)		—			(588,000	)		—			—			—			—			—			—			—			—
Conversion of preferred stock and put warrants to common stock		(7,593,198	)		(3,665,101	)		(1,271,694	)		(2,030,417	)		10,287,698			1,029			—			—			10,906,580			—			—			10,907,609
Retirement of treasury shares		—			—			—			—			—			—			(6,927,669	)		1,360,559			(1,360,559	)		—			—			—
Issuance of common stock and proceeds received in connection with reverse acquisition of Cross Shore, net of distribution to stockholders and fees		—			—			—			—			10,250,450			1,025			—			—			30,154,871			—			—			30,155,896
Repurchase and retirement of shares from stockholder		—			—			—			—			(750,000	)		(75	)		—			—			(3,637,425	)		—			—			(3,637,500	)
Comprehensive loss:
Net loss		—			—			—			—			—			—			—			—			—			—			(2,415,341	)		(2,415,341	)
Other comprehensive income—foreign currency translation adjustment		—			—			—			—			—			—			—			—			—			44,008			—			44,008
Total comprehensive loss		—			—			—			—			—			—			—			—			—			—			—			(2,371,333	)
Balance at December 31, 2007		—		$	—			—		$	—			32,199,223		$	3,220		$	—		$	—		$	36,078,600		$	50,305		$	(5,702,776	)	$	30,429,349
Exercise of common stock options		—			—			—			—			12,183			—			—			—			8,952			—						8,952
Issuance of common stock and proceeds received in connection with reverse acquisition of Cross Shore, net of distribution to stockholders and fees		—			—			—			—			336,000			35			—			—			356,309			—			—			356,344
Issuance of common stock in connection with acquisitions of Imerem, Infociencia and Therapharm		—			—			—			—			4,198,885			420			—			—			7,070,502			—			—			7,070,922
Stock-based compensation		—			—			—			—			—			—			—			—			568,821			—			—			568,821
Comprehensive income:
Net income		—			—			—			—			—			—			—			—			—			—			3,742,784			3,742,784
Other comprehensive income—foreign currency translation adjustment		—			—			—			—			—			—			—			—			—			105,230			—			105,230
Total comprehensive income		—			—			—			—			—			—			—			—			—			—			—			3,848,014
Balance at December 31, 2008		—		$	—			—		$	—			36,746,291		$	3,675		$	—		$	—		$	44,083,184		$	155,535		$	(1,959,992	)	$	42,282,402
Exercise of common stock options		—			—			—			—			544			—			—			—			201			—			—			201
Issuance of common stock in connection with acquisitions of Paramax		—			—			—			—			530,973			53			—			—			920,655			—			—			920,708
Stock-based compensation		—			—			—			—			—			—			—			—			597,285			—			—			597,285
Comprehensive income:
Net income		—			—			—			—			—			—			—			—			—			—			2,620,448			2,620,448
Other comprehensive loss—foreign currency translation adjustment		—			—			—			—			—			—			—			—			—			(115,028	)		—			(115,028	)
Total comprehensive income		—			—			—			—			—			—			—			—			—			—			—			2,505,420
Balance at December 31, 2009		—		$	—			—		$	—			37,277,808		$	3,728		$	—		$	—		$	45,601,325		$	40,507		$	660,456		$	46,306,016

See accompanying notes.

F-6

Research Pharmaceutical Services, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

	Year Ended December 31,
	2009			2008			2007
Operating activities
Net income (loss)	$	2,620,448		$	3,742,784		$	(2,415,341	)
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:
Depreciation and amortization		3,722,907			1,750,252			1,478,337
Interest charge related to put warrant liability		—			—			4,723,451
Stock-based compensation		597,285			568,821			211,817
Deferred tax benefit		(441,982	)		(552,680	)		(409,460	)
Changes in operating assets and liabilities:
Accounts receivable		(10,946,527	)		(4,896,994	)		(10,004,080	)
Prepaid expenses and other assets		(2,340,453	)		(371,262	)		(686,109	)
Accounts payable		(12,838	)		(270,086	)		67,861
Accrued expenses and other liabilities		4,106,552			(315,104	)		2,303,212
Customer deposits		(2,109,179	)		(419,544	)		4,354,112
Deferred revenue		4,060,238			(2,001,238	)		1,988,877
Net cash (used in) provided by operating activities		(743,549	)		(2,765,051	)		1,612,677
Investing activities
Change in restricted cash		2,109,179			419,544			145,888
Business combinations, net of cash acquired		(3,044,244	)		(7,867,466	)		—
Purchase of property and equipment		(2,680,376	)		(1,269,245	)		(2,198,108	)
Net cash used in investing activities		(3,615,441	)		(8,717,167	)		(2,052,220	)
Financing activities
Net borrowings (repayments) on line of credit		2,060,834			7,500,000			(8,991,544	)
Principal payments on capital lease obligations		(750,393	)		(604,550	)		(194,355	)
Repurchase of shares from stockholders in connection with reverse acquisition of Cross Shore		—			—			(3,810,409	)
Cross Shore merger consideration, net of fees paid		—			(22,667	)		51,375,660
Distribution to stockholders		—			—			(20,000,000	)
Payment of preferred stock dividends		—			—			(2,627,334	)
Proceeds from exercise of options		201			8,952			6,748
Payment of note payable		—			—			(4,500,000	)
Net cash provided by financing activities		1,310,642			6,881,735			11,258,766
Effect of exchange rates on cash and cash equivalents		(48,551	)		105,231			44,008
Net change in cash and cash equivalents		(3,096,899	)		(4,495,252	)		10,863,231
Cash and cash equivalents, beginning of year		6,565,003			11,060,255			197,024
Cash and cash equivalents, end of year	$	3,468,104		$	6,565,003		$	11,060,255
Supplemental disclosures of cash flow information
Cash paid during the year for:
Interest	$	618,571		$	251,346		$	921,000
Income taxes	$	5,168,208		$	2,924,777		$	1,459,000
Supplemental disclosures of noncash financing activities
Issuance of shares in connection with business combinations	$	918,583		$	7,070,922		$	320,819
Accretion of preferred stock dividends	$	—		$	—		$	320,819
Acquisition of fixed assets under capital leases	$	—		$	1,388,843		$	1,123,097

See accompanying notes.

F-7

Research Pharmaceutical Services, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

1. Business

ReSearch Pharmaceutical Services, Inc. and Subsidiaries (the “Company” or “RPS”) is a next generation CRO (clinical research organization) serving biotechnology and pharmaceutical companies, which the Company refers to collectively as the biopharmaceutical industry. The RPS business model combines the expertise of a traditional CRO with the ability to provide flexible outsourcing solutions that are fully integrated within the Company’s clients’ clinical infrastructure. The Company is able to leverage its clinical expertise, industry knowledge and specialization to reduce the expense and time frame of clinical development that meets the varied needs of small, medium and large biopharmaceutical companies. The Company’s revenues are generated principally from customers located in the United States.

The Company has wholly owned subsidiaries in over 40 countries around the world with its core operations located in North America, Latin America, Europe and Asia.

2. Significant Accounting Policies

2007 Merger and Accounting Treatment

Cross Shore Acquisition Corporation (“Cross Shore”) was incorporated in Delaware on January 30, 2006 as a blank check company, the objective of which was to acquire one or more operating companies engaged in the delivery of business services to companies and consumers in the United States. On April 28, 2006, Cross Shore completed an initial public offering (the “Offering”) on the Alternative Investment Market (“AIM”) of the London Stock Exchange and raised proceeds of $112 million before offering expenses. Of the net proceeds from the Offering, $102.7 million was placed in trust to be held until the earlier of (i) consummation of Cross Shore’s first business combination or (ii) liquidation of Cross Shore.

On August 30, 2007, the Company’s predecessor company (“Old RPS”) merged with and into a wholly-owned subsidiary of Cross Shore. As a result of the merger, Old RPS became a limited liability company organized under the laws of Delaware under the name ReSearch Pharmaceutical Services, LLC, and Cross Shore changed its name to ReSearch Pharmaceutical Services, Inc.. RPS is now a holding company for, and conducts substantially all of its operations through its wholly-owned subsidiary, ReSearch Pharmaceutical Services, LLC. Results of operations prior to the August 30, 2007 merger with Cross Shore reflect the operations of Old RPS.

The merger was accounted for under the purchase method of accounting as a reverse acquisition in accordance with U.S. generally accepted accounting principles for accounting and financial reporting purposes. Under this method of accounting, Cross Shore was treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the merger was treated as the equivalent of Old RPS issuing stock for the net assets of Cross Shore which amounted to $50.6 million and consisted of cash and investments of $51.3 million, other assets of $0.6 million and $1.3 million of accrued transaction fees. The purchase price was allocated to the assets acquired and liabilities assumed based on their fair value at the date of the merger. Stockholders’ equity has been retroactively adjusted for all periods prior to the merger to reflect the number of shares of common stock received by holders of common stock of Old RPS in connection with the merger based upon the exchange ratio of approximately 1.4 shares of Cross Shore common stock for each share of Old RPS common stock as per the merger agreement. Stockholders’ equity has not been retroactively adjusted for periods prior to the merger for the 10,250,499 shares of Cross Shore issued to Old RPS holders of preferred stock and common stock warrants.

The shares of preferred stock, common stock, and common stock warrants held by Old RPS stockholders prior to the merger were converted into a total of 15,758,497 shares of Cross Shore common stock, or 47.34% of the subsequently outstanding common stock of the combined company. Upon consummation of the merger, $49.9 million, net of $1.4 million of accrued transaction fees, was released from trust and became available to the Company. Of this amount, existing holders of shares of preferred stock, common stock and common stock

F-8

warrants of Old RPS received a total cash distribution of $20 million as merger consideration pursuant to the terms of the merger agreement.

The remaining cash of $29.9 million is available for use by the Company to fund business operations. Total direct and incremental fees incurred by the Company in connection with the merger are reflected as a reduction of additional paid in capital. The senior management team of Old RPS prior to the merger continued as senior management of the Company after the merger, and Old RPS controlled the majority of the Board of Directors of the Company.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Cash and Cash Equivalents

Cash and cash equivalents include highly liquid investments with an original maturity of three months or less from date of purchase.

Restricted Cash

The Company receives cash in advance from certain customers specifically for the payment of investigator fees relating to specific projects. Such amounts are recorded in restricted cash and short term customer deposits in the accompanying consolidated balance sheets.

Concentration of Credit Risk

Financial instruments, which potentially subject the Company to credit risk, consist principally of cash and accounts receivable. The Company performs periodic evaluations of the financial institutions in which its cash is invested. The majority of the Company’s revenues and accounts receivable are derived from pharmaceutical companies located in the United States. The Company’s two largest customers accounted for approximately 17% and 16%, respectively, of service revenue during the year ended December 31, 2009, and the Company’s three largest customers accounted for approximately 20%, 12% and 12%, respectively, of service revenue during the year ended December 31, 2008, and the Company’s largest customer represented approximately 23% of service revenue during the year ended December 30, 2007.

The two largest customers represented approximately 16% and 17%, respectively of the accounts receivable balance at December 31, 2009, while the three largest customers represented approximately 14%, 13% and 8%, respectively, of the accounts receivable balance at December 31, 2008. No other customers represented more than 10% of net service revenue or accounts receivable during those periods or at those times. The Company provides an allowance for doubtful accounts based on experience and specifically identified risks. Accounts receivable are carried at fair value and charged off against the allowance for doubtful accounts when management determines that recovery is unlikely and the Company ceases collection efforts.

The following table summarizes the changes in the Company’s allowance for doubtful accounts for the periods indicated.

	Year Ended December 31,
	2009			2008		2008
Balance at the beginning of the period	$	654,000		$	547,000	$	200,000
Amounts charged to expense		213,000			107,000		347,000
Accounts written off		(469,000	)		—		—
Balance at the end of the period	$	398,000		$	654,000	$	547,000

F-9

Consolidation

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

Fair Value of Financial Instruments

The carrying value of financial instruments including cash, accounts receivable, accounts payable, and lines of credit approximates their fair value based on the short-term nature of these instruments.

Property and Equipment

Property and equipment are recorded at cost. Expenditures for repairs and maintenance which do not extend the useful life of the related assets are charged to expense as incurred. Depreciation is computed using the straight-line method over the estimated useful lives of the assets ranging from 1 to 5 years.

Intangible Assets

Intangible assets consist primarily of noncompete agreements, customer contracts and lists, brand names, and goodwill mainly related to the European Acquisitions (Note 3). Finite-lived intangible assets are amortized on a straight line basis over the following periods: Customer lists—three and five years, brand names—two years and non-compete agreements—three and six years. Goodwill represents the excess of the cost over the fair value of net assets acquired in a business combination.

The Company accounts for goodwill, noncompete agreements, brand names and customer lists in accordance with the Financial Accounting Standards Board (“FASB”) guidance for intangible assets. Goodwill is tested for impairment on an annual basis (as of October 1 of each year) and more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of the Company below its carrying value. If the fair value of the Company is less than the carrying value, goodwill may be impaired, and will be written down to its estimated fair market value, if necessary.

Revenue and Cost Recognition

The majority of the Company’s service revenue is derived from fee-for-service contracts, some of which are fixed price contracts. Revenues and the related costs of fee-for-service contracts are recognized in the period in which services are performed. Fixed price contract revenue is calculated on a proportional performance basis based on the ratio that costs incurred to date bear on the estimated total costs at completion. The Company also recognizes revenue under units-based contracts by multiplying units completed by the applicable contract per-units price. Revenue related to contract modifications is recognized when realization is assured and the amounts are reasonably determinable. Adjustments to contract estimates are made in the periods in which the facts that require the revisions become known. When the revised estimate indicates a loss, such loss is provided for in the financial statements during that period. Deferred revenue represents amounts billed to customers in excess of revenues recognized.

FASB guidance requires reimbursable out-of-pocket expenses to be characterized as revenue in the statements of operations. Reimbursements for out-of-pocket expenses included in total revenue in the Company’s consolidated statements of operations were $23,696,162, $18,085,514 and $13,923,784 for the years ended December 31, 2009, 2008 and 2007 respectively.

The Company excludes investigator fees from its out-of-pocket expenses because these fees are funded from the customer’s restricted cash and are recorded on a “pass-through basis” without risk or reward to the Company. Investigator fees paid on behalf of clients for the years ended December 31, 2009, 2008 and 2007 were approximately $7,019,000, $4,708,000 and $6,666,000 respectively.

F-10

Income Taxes

The Company accounts for income taxes using an asset and liability approach which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and amounts reportable for income tax purposes. On January 1, 2007, the Company adopted the FASB guidance related to accounting for uncertainty in income taxes. This guidance creates a single model to address uncertainty in tax positions and clarifies the accounting for income taxes by prescribing the minimum recognition threshold a tax position is required to meet before it is recognized in the financial statements.

Foreign Currency Translation

The financial statements of the Company’s foreign subsidiaries have been translated into U.S. dollars in accordance with the FASB guidance on foreign currency translation. All balance sheet accounts have been translated using the exchange rates in effect at the balance sheet dates. Income statement amounts have been translated using average exchange rates in effect for the relevant periods. The gains and losses resulting from the changes in exchange rates during the year have been reported separately in other comprehensive income in the consolidated financial statements.

Stock-Based Compensation

FASB guidance requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values. This guidance requires that an entity measure the cost of equity-based service awards based on the grant-date fair value of the award and recognize the cost of such award over the period during which the employee is required to provide service in exchange for the award (vesting period).

The per-share weighted average fair value of the options granted during the years ended December 31, 2009, 2008 and 2007 was estimated at $0.87, $1.96 and $1.70 on the date of grant, respectively, using the Black-Scholes option-pricing model with the following weighted average assumptions which are based upon the Company’s history or industry comparative information:

	Year Ended December 31,
	2009			2008			2007
Expected dividend yield		0.00	%		0.00	%		0.00	%
Expected volatility		50	%		50	%		52	%
Risk-free interest rate		2.19	%		3.01	%		3.34	%
Expected life		6 years			6 years			6 years

Prior to August 30, 2007, the Company’s common stock was not publicly traded, and the expected volatility was calculated for each date of grant based on an alternative method (defined as “calculated value”). Subsequent to August 30, 2007, as a public company listed on AIM, the Company continued to utilize the calculated value for expected volatility as a sufficient level of history was not available as a publicly traded company. In September and October 2009, the Company delisted its common stock and warrants from AIM, respectively, and its common stock and warrants are no longer publicly traded. As such, the Company will continue to use the calculated value. The Company identified similar public entities for which share price information is available and has considered the historical volatility of these entities’ share prices in determining its estimated expected volatility. The Company used the average volatility of these guideline companies over a six-year period, consistent with the expected term of the options. From August 30, 2007 through the September 2009 AIM delisting date, the Company utilized the quoted stock price on the AIM as a determinant of fair value of the Company’s common stock. Subsequent to the AIM delisting date, the Company estimates the fair value of its common stock using the market and income valuation approaches. Stock based compensation expense for the years ended December 31, 2009, 2008 and 2007 related to share-based service awards was $597,000, $569,000 and $212,000, respectively and is included in selling, general, and administrative expenses in the accompanying consolidated statements of operations. The

F-11

Company recognizes the compensation expense of such share-based service awards on a straight-line basis. Total compensation cost of options granted but not yet vested as of December 31, 2009 was $506,000 net of estimated forfeitures, which is expected to be recognized over the weighted average period of 2.2 years.

Segment Information

Operating segments are identified as components of an enterprise about which separate financial information is available for evaluation by the chief operating decision-maker, or decision-making group, in making decisions on how to allocate resources and assess performance. The Company views its operations and manages its business as one operating segment.

The Company’s foreign operations accounted for approximately 17%, 6% and 5% of service revenue during the year ended December 31, 2009, 2008 and 2007 respectively. As a result of the European Acquisitions and the Paramax Acquisition (see Note 3) the Company expects the percentage of service revenue resulting from foreign operations to increase going forward. In addition, approximately 35%, 34% and 3% of the Company’s consolidated tangible assets are located in foreign locations at December 31, 2009, 2008 and 2007, respectively.

Service revenue from external customers and long-lived assets for each significant geographic location for the years ended December 31, 2009, 2008 and 2007 are as follows:

	Americas		Europe		Asia-Pacific		Total
Service revenue from customers(1)
2009	$	179,134,695	$	20,485,290	$	851,832	$	200,471,817
2008		156,966,558		—		—		156,966,558
2007		120,459,459		—		—		120,459,459
Long-lived assets(2)
2009		4,228,432		1,982,932		193,383		6,404,747
2008		4,251,207		1,742,179		—		5,993,386
2007		3,343,371		—		—		3,343,371

(1)	Service revenue is attributable to geographic locations based on the physical location where the services are performed.
(2)	Long-lived assets represents the net book value of property and equipment.

Recent Accounting Pronouncements

The Company adopted new accounting guidance on fair value measurements effective January 1, 2008, for financial assets and liabilities. In addition, effective January 1, 2009, the Company adopted this guidance as it relates to nonfinancial assets and liabilities that are not recognized or disclosed at fair value in the financial statements on at least an annual basis. This guidance defines fair value as the price that would be received to sell an asset or paid to transfer a liability, referred to as the exit price, in an orderly transaction between market participants at the measurement date. The standard outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures. In determining fair value of financial assets, the Company primarily uses prices and other relevant information generated by market transactions involving identical or comparable assets, called the market approach. As of December 31, 2009 and December 31, 2008, the fair value of all of the Company’s financial assets are based on level one observable inputs. The implementation of this guidance for nonfinancial assets and liabilities did not have an impact on the Company’s consolidated financial statements as of December 31, 2009. The provisions of this guidance will be applied at such time a fair value measurement of a nonfinancial asset or liability is required, which may result in a fair value that is materially different than would have been calculated prior to the adoption of this guidance.

F-12

In December 2007, the FASB issued new guidance related to business combinations. This guidance retains the fundamental requirements of existing guidance that the acquisition method of accounting be used for all business combinations and for an acquirer to be identified for each business combination. This guidance defines the acquirer as the entity that obtains control of one or more businesses in the business combination and establishes the acquisition date as the date the acquirer achieves control. This guidance was effective for the Company beginning January 1, 2009 and the impact of the adoption of this guidance depends upon the nature and terms of business combinations that the Company consummates on or after January 1, 2009.

In June 2008, the FASB issued new guidance related to assessing whether an equity-linked financial instrument (or embedded feature) is indexed to an entity’s own stock for the purposes of determining whether such equity-linked financial instrument (or embedded feature) is subject to derivative accounting The Company adopted this new guidance effective January 1, 2009. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements.

In May 2009, the FASB issued new guidance on subsequent events. The standard provides guidance on management’s assessment of subsequent events and incorporates this guidance into accounting literature. The standard is effective prospectively for interim and annual periods ending after June 15, 2009 and the Company adopted this guidance commencing with its June 30, 2009 consolidated financial statements. The implementation of this standard did not have a material impact on the Company’s consolidated financial position and results of operations.

In April 2009, the FASB issued a staff position requiring fair value disclosures in both interim as well as annual financial statements in order to provide more timely information about the effects of current market conditions on financial instruments. The guidance is effective for interim and annual periods ending after June 15, 2009, and the Company adopted this guidance commencing with its June 30, 2009 consolidated financial statements. The implementation of this standard did not have a material impact on the Company’s consolidated financial statements.

In June 2009, FASB Accounting Standards Codification (Codification) was issued, effective for financials statements issued for interim and annual periods ending after September 15, 2009. The Codification supersedes literature of the FASB, Emerging Issues Task Force and other sources. The Codification did not change U.S. generally accepted accounting principles. The implementation of this standard did not have a material impact on the Company’s consolidated financial statements.

Net Income (Loss) Per Share

Basic net income (loss) per share is computed by dividing net income (loss) applicable to common stock by the weighted average number of shares of common stock outstanding during the periods presented. Diluted net income (loss) per share is computed by dividing net income (loss) applicable to common stock by the weighted average number of shares of common stock outstanding during the periods plus the dilution that would occur upon the exercise or conversion of stock options or common stock warrants.

The following table is a reconciliation of the numerator and denominator of the computation of basic and diluted net income (loss) per share.

	Year Ended December 31,
	2009		2008		2007
Net income (loss) applicable to common stock	$	2,620,448	$	3,742,784	$	(2,736,160	)
Weighted average common shares outstanding—basic		37,002,773		32,616,846		14,572,881
Dilutive effect of stock options and warrants		1,068,340		1,486,412		—
Weighted average common shares outstanding—diluted		38,071,113		34,103,258		14,572,881

Options to purchase 968,911 and 967,304 shares, respectively, of the Company’s common stock were excluded from the computation of diluted weighted average shares outstanding for the years ended December 31, 2009 and

F-13

2008 because their effect would have been anti-dilutive. Since the Company reported a net loss applicable to common shares for the year ended December 31, 2007, all of the outstanding stock options, warrants and shares of preferred stock were excluded from the calculation of diluted weighted average shares outstanding as their effect would have been anti-dilutive. The outstanding stock options and warrants could potentially dilute earnings per share in the future.

Reclassification

Certain prior year amounts in the consolidated financial statements and notes thereto have been reclassified to conform to the current year’s presentation.

3. Acquisitions

2009 Acquisition

Paramax International Inc. (“Paramax”)

On July 7, 2009, a subsidiary of RPS acquired the outstanding shares of Paramax for consideration of $1.0 million in cash and 530,973 shares of RPS common stock (the “Paramax Shares”) issued to Paramax’s sole shareholder (the “Paramax Acquisition”). Paramax, which is active in the same fields as RPS, provides the Company with opportunities in the Asia-Pacific market and complements its ongoing operations in the Americas and Europe. In addition, the acquisition provides RPS with greater scale to meet the growing needs of its customers in the rapidly expanding market for globally integrated clinical research services. The Paramax Shares were valued by management utilizing the assistance of a valuation specialist at $1.73 per share, which resulted in total acquisition consideration of approximately $1.9 million. The shareholder of Paramax has entered into a share escrow agreement whereby all of the Paramax Shares are held in escrow, to be released in equal portions on October 7, 2009, July 7, 2010 and January 31, 2011, subject to there being no indemnity claims outstanding (as defined within the acquisition agreement). As of December 31, 2009, there were no indemnity claims outstanding. In addition, the shareholder of Paramax has agreed to a 24 month lock-up on all Paramax Shares commencing on the date of closing of the Paramax Acquisition. Paramax, founded in 2007, is located in Beijing, China. Paramax operates throughout China and the Asia-Pacific market, providing clinical research services to the biopharmaceutical industry.

The acquisition has been accounted for as a purchase. Accordingly, the results of operations of Paramax have been included in the consolidated financial statements commencing July 7, 2009. A preliminary allocation of the purchase price is outlined below:

Purchase Price:
Cash paid	$	1,000,000
Value of RPS Shares		918,583
Total purchase price	$	1,918,583

F-14

Allocation of Purchase Price:
Cash	$	163,692
Accounts receivable		87,367
Property and equipment		31,780
Other assets		9,130
Goodwill		1,504,355
Customer lists		18,000
Non-compete agreement		117,000
Current liabilities		(12,741	)
	$	1,918,583

The allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed as reflected in the consolidated financial statements is preliminary and subject to change based on finalization of the Company’s valuation of the assets acquired and liabilities assumed. The Company is currently assessing the fair value of the identifiable tangible and intangible assets acquired and liabilities assumed. It is expected that the assets and liabilities assumed will approximate the values assigned as of the date of the acquisition. A valuation study is presently being conducted to establish the fair market value of the identifiable intangibles acquired. The intangible assets acquired consist primarily of customer lists and a non-compete agreement. The final purchase price allocation to reflect the fair values of the assets acquired and liabilities assumed will be based on the outcome of the Company’s valuation study. The final valuation will be completed in 2010.

2008 Acquisitions

In December 2008, the Company completed the acquisitions of three European companies located in Spain, France and Germany (“the European Acquisitions”). The European Acquisitions, which involved companies that are active in the same fields as RPS, provide the Company with opportunities in the European market and complement its ongoing operations in the Americas. In addition, the European Acquisitions provide RPS with greater scale to meet the growing needs of its customers in the rapidly expanding market for globally integrated clinical research services.

IMEREM Institute for Medical Research Management and Biometrics—Institut für medizinisches Forschungsmanagement und Biometrie—Ein unabhaengiges Forschungsunternehmen GmbH (“Imerem”)

On December 22, 2008, a subsidiary of RPS acquired the outstanding shares of Imerem for a consideration of €2.7 million ($3.9 million) in cash and issuance of 1,296,165 shares of RPS common stock (the “Imerem Shares”) issued to Imerem’s sole shareholder. The Imerem Shares were valued at $1.68 per share, which, along with transaction costs of approximately $1.0 million that were paid by the Company, resulted in total acquisition consideration of approximately $7.1 million. The sole shareholder of Imerem has entered into a share escrow agreement whereby 50 percent of the Imerem Shares are held in escrow, to be released in equal portions on the first, second and third anniversaries of the acquisition date, subject to there being no indemnity claims outstanding (as defined within the acquisition agreement). As of December 31, 2009 there were no indemnity claims outstanding. In addition, the shareholder of Imerem has agreed to a 12 month lock-up on all Imerem Shares commencing on the date of closing of the acquisition. Imerem, founded in 1990, is located in Nürnberg, Germany. Imerem operates throughout Eastern and Western Europe and Scandinavia, providing clinical research services to the biopharmaceutical industry and academic institutions.

F-15

The acquisition has been accounted for as a purchase. Accordingly, the results of operations of Imerem have been included in the consolidated financial statements commencing December 22, 2008. The allocation of the purchase price is outlined below:

Purchase Price:
Cash paid	$	3,924,089
Value of RPS Shares		2,182,742
Transaction costs		1,041,325
Total purchase price	$	7,148,156

Allocation of Purchase Price:
Cash	$	1,499,696
Restricted cash		1,079,203
Accounts receivable		886,369
Prepaid expense and other current assets		68,708
Property and equipment		101,179
Goodwill		4,519,008
Customer lists		800,000
Brand name		330,000
Non-compete agreements		350,000
Accrued expenses		(378,583	)
Customer deposits		(1,079,203	)
Accounts payable		(562,465	)
Deferred tax liability		(465,756	)
	$	7,148,156

Infociencia, S.L. and Infociencia Clinical Research S.L. (“Infociencia”)

On December 22, 2008, a subsidiary of RPS acquired the outstanding shares of Infociencia for consideration of €2.5 million ($3.6 million) in cash and issuance of 1,404,856 shares of RPS common stock (the “Infociencia Shares”) to Infociencia’s shareholders. The Infociencia Shares were valued at $1.68 per share which, along with transaction costs of approximately $1.0 million that were paid by the Company, resulted in total acquisition consideration of $7.0 million. The shareholders of Infociencia entered into share escrow agreements whereby 50 percent of the Infociencia Shares are held in escrow, to be released in equal portions on the first, second and third anniversaries of the acquisition date, subject to there being no indemnity claims outstanding (as defined within the acquisition agreement). As of December 31, 2009 there were no indemnity claims outstanding. In addition, the shareholders of Infociencia have agreed to a 12 month lock-up on all of the Infociencia Shares commencing on the date of closing of the acquisition. Infociencia founded in 1998, has offices in Barcelona and Madrid, Spain and operates throughout Western Europe providing clinical research services to the biopharmaceutical industry and academic and government institutions.

F-16

The acquisition has been accounted for as a purchase. Accordingly, the results of operations of Infociencia have been included in the consolidated financial statements commencing December 22, 2008. The allocation of the purchase price is outlined below:

Purchase Price:
Cash paid	$	3,563,536
Value of RPS Shares		2,365,778
Transaction costs		1,034,929
Total purchase price	$	6,964,243

Allocation of Purchase Price:
Cash	$	446,939
Restricted cash		4,702,100
Accounts receivable		3,612,585
Prepaid expense and other current assets		493,413
Property and equipment		1,496,736
Goodwill		4,872,958
Customer lists		280,000
Brand name		640,000
Non-compete agreements		550,000
Other liabilities		(1,141,933	)
Customer deposits		(4,702,100	)
Accounts payable		(876,983	)
Accrued expenses		(2,863,472	)
Deferred tax liability		(546,000	)
	$	6,964,243

Therapharm Recherches Th.R. (“Therapharm”)

On December 23, 2008, a subsidiary of RPS acquired the outstanding shares of Therapharm for consideration of €2.6 million ($3.8 million) in cash and issuance of 1,497,864 shares of RPS common stock (the “Therapharm Shares,” and along with the Paramax Shares, Imerem Shares and the Infociencia Shares, the “Shares”) to Therapharm’s shareholder. The Therapharm Shares were valued at $1.68 per share which, along with transaction costs of approximately $1.1 million that were paid by the Company, resulted in total acquisition consideration of $7.4 million. The shareholder of Therapharm entered into a share escrow agreement whereby 50 percent of the Therapharm Shares are held in escrow, to be released in equal portions on the first, second and third anniversaries of the acquisition date, subject to there being no indemnity claims outstanding (as defined within the acquisition agreement). In the fourth quarter of 2009, the Company made one working capital adjustment pursuant to the acquisition agreement that decreased the purchase price by $104,913 and resulted in the release of 62,300 Therapharm Shares from the escrow to the Company, which the Company subsequently cancelled. In addition, the shareholder of Therapharm has agreed to a 12 month lock-up on all of the Therapharm Shares commencing on the date of closing of the acquisition.

Therapharm, founded in 1980, is located in Boulogne Billancourt, France. Therapharm provides clinical research services to the biopharmaceutical industry and operates throughout Western Europe, focusing its efforts on France, Belgium and Switzerland.

F-17

The acquisition has been accounted for as a purchase. Accordingly, the results of operations of Therapharm have been included in the consolidated financial statements commencing December 23, 2008. The allocation of the purchase price is outlined below:

Purchase Price:
Cash paid	$	3,799,459
Value of RPS Shares		2,417,490
Transaction costs		1,103,445
Total purchase price	$	7,320,394

Allocation of Purchase Price:

Cash	$	2,356,206
Restricted cash		563,896
Accounts receivable		3,430,837
Prepaid expense and other current assets		632,878
Property and equipment		144,265
Goodwill		5,838,873
Customer lists		280,000
Brand name		440,000
Non-compete agreements		210,000
Customer deposits		(563,896	)
Accounts payable		(884,066	)
Accrued expenses		(3,097,466	)
Deferred revenue		(1,710,934	)
Deferred tax liability		(320,199	)
	$	7,320,394

The unaudited pro forma information below presents combined results of operations as if the Paramax Acquisition and the European Acquisitions had occurred as of the beginning of the applicable reporting periods instead of in July 2009 and December 2008, respectively. The pro forma information is based on historical results and is not necessarily indicative of the results of operations of the combined entity had the acquisition occurred at the beginning of the periods presented, nor is it necessarily indicative of future results.

	Year Ended December 31,
	2009		2008		2007
	(unaudited)
Service revenue	$	200,682,702	$	181,247,167	$	142,380,066
Reimbursement revenue		23,696,162		25,856,370		27,044,389
Total revenue		224,378,864		207,103,537		169,424,455
Net income		2,317,141		6,719,188		540,583
Net income per common share:
Basic	$	0.06	$	0.18	$	0.03
Diluted	$	0.06	$	0.17	$	0.03
Weighted average number of common shares outstanding:
Basic		37,002,773		37,346,704		18,771,766
Diluted		38,071,113		38,833,116		20,415,640

F-18

The Shares issued in connection with the consummation of the Paramax Acquisition and the European Acquisitions were valued utilizing the assistance of an independent third party valuation specialist, which resulted in fair values of $1.73 and $1.68 per share, respectively.

4. Intangible Assets

The following table summarizes the changes in the carrying amount of the Company’s goodwill for the years ended December 31, 2009 and 2008, respectively:

Balance as of December 31, 2007	$	275,536
Goodwill as a result of European Acquisitions		14,870,049
Balance as of December 31, 2008		15,145,585
Purchase accounting adjustments		360,790
Goodwill acquired (Paramax)		1,504,355
Currency exchange		(268,116	)
Balance as of December 31, 2009	$	16,742,614

None of the goodwill acquired in connection with the European Acquisitions in December 2008 or with the Paramax Acquisition in July 2009 is expected to be tax deductible.

The following tables summarize intangible assets and their amortization as of:

	December 31, 2009
Intangible assets subject to amortization:	Gross		Accumulated Amortization			Net
Customer contracts and lists	$	3,291,114	$	(2,242,057	)	$	1,049,057
Brand name		1,403,059		(696,360	)		706,699
Non-compete agreements		1,569,459		(532,734	)		1,036,725
Total	$	6,263,632	$	(3,471,151	)	$	2,792,481

	December 31, 2008
Intangible assets subject to amortization:	Gross		Accumulated Amortization			Net
Customer contracts and lists	$	3,280,128	$	(1,920,128	)	$	1,360,000
Brand name		1,410,000		—			1,410,000
Non-compete agreements		1,460,000		(350,000	)		1,110,000
Total	$	6,150,128	$	(2,270,128	)	$	3,880,000

The estimated amortization expense for each of the five years ending December 31, 2014 is as follows:

Year ending December 31,
2010		2011		2012		2013		2014
$	1,185,000	$	500,000	$	477,000	$	450,000	$	180,000

F-19

5. Property and Equipment

Property and equipment consist of the following:

		December 31,
	Useful life	2009			2008
Computers, software and other equipment	2 to 3 years	$	5,052,139		$	4,951,507
Automobiles	1 to 3 years		1,615,000			2,163,123
Leasehold improvements	7 years		379,645			314,882
Software	2 to 3 years		498,683			350,000
Furniture and fixtures	5 years		2,980,807			2,000,212
			10,523,274			9,779,724
Less accumulated depreciation			(4,121,527	)		(3,786,337	)
		$	6,404,747		$	5,993,387

Automobiles, computers, software and other equipment include assets acquired under capital lease obligations (Note 14).Total depreciation expense was approximately $2,434,000, $1,750,000 and $1,144,000 for the years ended December 31, 2009, 2008 and 2007, respectively.

6. Accrued Expenses

Accrued expenses consist of the following:

	December 31,
	2009		2008
Accrued compensation	$	5,824,601	$	4,280,576
Accrued professional fees		1,953,424		1,755,192
Volume rebate accrual		1,507,603		1,049,534
Accrued taxes		1,975,566		1,583,950
Accrued transaction costs		—		1,573,752
Other		3,290,333		1,826,953
	$	14,551,527	$	12,069,957

7. Lines of Credit

In November 2006, the Company entered into a bank line of credit agreement (the “Credit Agreement”), expiring October 31, 2009. The Credit Agreement provided for $15,000,000 of available borrowings, and was subject to certain borrowing base restrictions. Borrowings under the Credit Agreement required interest at the Federal Funds open rate, as defined, plus 1%. The Credit Agreement was secured by all corporate assets and also contained financial and nonfinancial covenants, including restrictions on the payment of dividends, restrictions on acquisitions and restrictions on the repurchase, redemption, or retirement of outstanding equity. At December 31, 2008, there were $7.5 million in outstanding borrowings under this line of credit.

In July 2009, the Credit Agreement was amended (the “Amended Credit Agreement”) to extend the termination date to October 31, 2012. The Amended Credit Agreement provides for an increase to $30,000,000 of available borrowings, and is subject to certain borrowing base restrictions. Borrowings under the Amended Credit Agreement require interest at the Federal Funds open rate, as defined, plus 2% (4.75% at December 31, 2009). The Amended Credit Agreement remains secured by all corporate assets and continues the financial and nonfinancial covenants, including restrictions on the payment of dividends, restrictions on acquisitions and

F-20

restrictions on the repurchase, redemption, or retirement of outstanding equity present under the Credit Agreement. At December 31, 2009, there was $9.4 million in outstanding borrowings under this line of credit.

In addition to the line of credit for the Company’s U.S.-based operations, the Company maintains various local lines of credit for its operations based around the world. At December 31, 2009, there was $0.2 million in outstanding borrowings under these lines of credit.

8. Note Payable and Other Long-Term Liabilities

On December 29, 2003, Old RPS raised $4,500,000 in the form of a senior subordinated note payable (the “Senior Subordinated Note”). The note required the payment of interest at 12% per annum, due and payable in arrears monthly. No principal payments were due on the note until maturity on December 31, 2008. Interest expense on the note amounted to $405,000 for the year ended December 31, 2007.

In connection with the original issuance of the note payable, the lenders received warrants (the “2003 Warrants”) to purchase 956,839 shares of Old RPS’ common stock at $.007 per share. Such warrants were set to expire in 2013. In addition, in connection with the execution and delivery of an amendment in March 2005, the lenders received additional warrants (the “2005 Warrants”) to purchase 35,141 shares of Old RPS’ common stock at $.007 per share. The 2003 Warrants and 2005 Warrants contained put features which enabled the holder to require Old RPS to redeem the warrants for cash at any time subsequent to the fifth anniversary of the issuance date, subject to certain exceptions. The redemption price was equal to the greater of the estimated fair value of common stock as determined by a formula, or the estimated fair value of common stock as determined by an independent appraisal.

The fair value of the 2003 Warrants was determined to be $442,465 upon issuance, and such amount was recorded as debt discount and put warrant liability in 2003. The fair value of the 2005 Warrants was determined to be $16,250 upon issuance, and was recorded as put warrant liability in 2005. The debt discount was amortized to interest expense through December 2008. Changes in the estimated value of the put warrant liability were recorded as charges to interest expense during the period of the change.

In 2007, the Company recorded a charge of approximately $4.7 million related to the increase in the estimated fair value of the put warrants. Such amount was included in interest expense in the consolidated statement of operations.

In connection with the merger with Cross Shore on August 30, 2007 (Note 2), all of the outstanding 2003 Warrants and 2005 Warrants were exchanged for a combination of cash and shares of RPS common stock.

In addition, the Company repaid the Senior Subordinated Note and the remaining accrued interest thereon upon the closing of the merger with Cross Shore.

In connection with the acquisition of Infociencia, the Company assumed outstanding grant loans from government institutions in Spain. These loans have a two-year grace period for payments. The aggregate amount of remaining payments required on all long-term grant debt at December 31, 2009 was $1,339,224 and is included with other liabilities on the consolidated balance sheet. Certain amounts of these loans may be forgiven should the Company submit qualifying expenses pursuant to the terms of the loan agreements.

9. Retirement Plan

The Company maintains a defined contribution retirement plan under Section 401(k) of the Internal Revenue Code (the “Plan”), which covers all eligible employees as defined in the Plan. Employees who are at least 21 years of age and have completed three months of service are eligible for the Plan. Under the Plan, participating employees may defer up to 15% of their pretax salary but not more than statutory limits. Employee contributions vest immediately. The Company accrued and paid out a discretionary match of $180,678 and $119,322 on employee contributions for the years ended December 31, 2008 and 2007, respectively. The Company did not match any employee contributions for the year ended December 31, 2009.

F-21

10. Income Taxes

Net income (loss) before provision for income taxes consists of the following components:

	Year Ended December 31,
	2009			2008		2007
Domestic	$	10,654,095		$	5,915,363	$	(822,162	)
Foreign		(4,474,326	)		345,800		(85,092	)
Total net income (loss) before provision for income taxes	$	6,179,769		$	6,261,163	$	(907,254	)

The provision for income taxes is as follows:

	Year Ended December 31,
	2009			2008			2007
Current:
Federal	$	3,096,672		$	2,426,985		$	1,654,022
State		647,631			535,165			258,708
Foreign		257,000			108,909			4,818
		4,001,303			3,071,059			1,917,548
Deferred:
Federal		424,826			(395,480	)		(316,730	)
State		64,490			(105,866	)		(77,630	)
Foreign		(931,298	)		(51,334	)		(15,101	)
		(441,982	)		(552,680	)		(409,461	)
Total	$	3,559,321		$	2,518,379		$	1,508,087

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities are as follows:

	Year Ended December 31,
	2009			2008			2007
Deferred tax assets:
Net operating loss carryforwards and tax credits	$	1,361,623		$	318,867		$	—
Property, plant and equipment		—			130,796			41,037
Start-up costs		230,620			241,654			267,620
Stock-based compensation		426,731			195,745			57,188
Allowance for bad debts		351,014			257,181			221,999
Other reserves		212,895			330,920			121,862
Total deferred tax assets		2,582,883			1,475,163			709,706
Deferred tax liabilities:
Property, plant and equipment		(448,491	)		—			—
Intangibles		(928,943	)		(1,331,955	)		—
Other		(105,790	)		—			—
Total deferred tax liabilities		(1,483,224	)		(1,331,955	)		—
Valuation allowance for deferred tax assets		(771,514	)		—			—
Net deferred tax assets	$	328,145		$	143,208		$	709,706

F-22

In December 2008, the Company completed the European Acquisitions and acquired amortizable intangibles for which the Company recorded a deferred tax liability.

A reconciliation of income taxes computed at the U.S. federal statutory rate to the provision for income taxes is as follows:

	Year Ended December 31,
	2009		2008			2007
Federal statutory income tax expense (benefit)	$	2,101,122	$	2,128,795		$	(317,540	)
State taxes, net of federal benefit		469,999		358,059			224,558
Impact of foreign taxes		95,530		(70,032	)		36,847
Increase (decrease) in valuation allowance		771,514		—			(156,979	)
Other permanent differences		121,156		101,557			1,721,201
Provision for income taxes	$	3,559,321	$	2,518,379		$	1,508,087

The effective tax rate for 2007 was significantly higher than the federal statutory rate primarily as a result of the significant interest charge for the put warrants discussed in Note 8, for which the Company did not receive a tax deduction. The tax effected amount of the interest charge for the put warrants was included in other permanent differences in the rate reconciliation for the year ended December 31, 2007. The effective tax rate for 2009 is higher than the federal statutory rate, as the Company is not recording a tax benefit for net operating losses generated in certain of its foreign subsidiaries as it may not realize the tax benefit of these net operating losses.

The Company has foreign net operating loss carryforwards generated mostly among European affiliates at December 31, 2009 aggregating $3.8 million, which expire through 2019.

Effective January 1, 2007, the Company adopted FASB ASC 740-10-50, formerly known as Financial Accounting Standards Board Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an interpretation of FASB ASC 740, formerly known as FASB Statement No. 109 (the Interpretation). This Interpretation requires that the company recognizes, in its financial statements, the impact of a tax position taken, or expected to be taken, in tax returns if that position is more likely than not of being sustained on audit, based on the technical merits of the position. Under FASB ASC 740-10-50, tax positions are evaluated for recognition using a more-likely-than-not threshold, and those tax positions requiring recognition are measured as the largest amount of tax benefit that is greater than 50 percent likely of being realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information.

The Company records accrued interest and penalties related to unrecognized tax benefits in the income tax provision. There have been no material changes to unrecognized tax benefits or accrued interest and penalties during 2007, 2008 or 2009. The Company does not expect a significant increase or decrease in unrecognized tax benefits over the next twelve months.

The Company files U.S. federal income tax returns as well as income tax returns in various states and for foreign jurisdictions. The Company may be subject to examination by the various taxing authorities generally for calendar years 2005 through 2009. Additionally, any net operating losses and other tax attribute carryovers that were generated in prior years and utilized in these years may also be subject to examination. The Company cannot predict with certainty how theses audits will be resolved and whether the Company will be required to make additional tax payments, which may or may not include penalties and interest. The Company is currently under audit by the Internal Revenue Service for the tax year of 2007. For most states where the Company conducts business, the Company is subject to examination for the preceding three to six years. In certain states, the period could be longer.

Management believes the Company has provided sufficient tax provisions for tax periods that are within the statutory period of limitation not previously audited and that are potentially open for examination by the taxing authorities. Potential liabilities associated with these years will be resolved when an event occurs to warrant closure,

F-23

primarily through the completion of audits by the taxing jurisdictions. To the extent audits or other events result in a material adjustment to the accrued estimates, the effect would be recognized during the period of the event. There can be no assurance, however, that the ultimate outcome of audits will not have a material adverse impact on the Company’s financial position, results of operations or cash flows.

11. Stockholders’ Equity

Prior to the Merger with Cross Shore

Old RPS was authorized to issue up to 25,301,475 shares of common stock with no par value. Of the shares authorized, 2,108,456 shares of common stock were reserved for issuance pursuant to Old RPS’ 2002 Equity Incentive Plan (Note 13).

Old RPS issued warrants to purchase 393,579 shares of common stock to certain investors in 2003 in connection with a bridge loan (Note 8). The warrants were exercisable at $0.4695 per share at any time through 2013. In connection with the merger, the warrants were exchanged for a combination of cash and RPS common shares.

Subsequent to the Merger with Cross Shore

Subsequent to the merger with Cross Shore on August 30, 2007, the Company is authorized to issue up to 1,000,000 shares of preferred stock, $0.0001 par value, and 150,000,000 shares of common stock, $0.0001 par value. Of the shares authorized, 6,792,271 shares of common stock have been reserved for issuance pursuant to the Company’s 2007 equity incentive plan (Note 13).

The Company’s stockholders have been granted certain rights to register their shares under the securities laws of the United States pursuant to three separate registration rights agreements. The Registration Rights Agreement (as defined below) pertains to those holding shares in Old RPS prior to the merger with Cross Shore. The Investor Rights Agreement (as defined below) pertains to those acquiring shares and warrants in Cross Shore’s initial public offering in April of 2006. The Founders’ Shares Agreement (as defined below) pertains to those acquiring shares prior to Cross Shore’s initial public offering in April 2006.

The Company entered into the Investor Rights Agreement, dated April 24, 2006 (the “Investor Rights Agreement”), in connection with the initial public offering of Cross Shore’s common stock.

Under the Investor Rights Agreement, the Company is required to file a shelf registration statement on Form S-3 within 90 days after becoming eligible to do so. In addition, the holders of the Company’s common stock that are party to the Investor Rights Agreement are entitled to no more than three demand registrations, covering in each case a minimum of 15% of the shares then outstanding, and piggyback registration rights. If the Company files a shelf registration statement for the resale of shares, demand and piggyback registration rights will be suspended except for underwritten offerings. Registration rights are generally available only for stock that is subject to restrictions on transfer under the U.S. securities laws.

The Company entered into a Registration Rights Agreement, dated August 30, 2007 (the “Registration Rights Agreement”), with the holders of shares of common stock of Old RPS who were issued shares of the Company’s common stock in the merger between Cross Shore and Old RPS.

Under the Registration Rights Agreement, the Company granted the stockholders that previously held shares in Old RPS the rights to include shares on any registration statement the Company files pursuant to the Securities Act in connection with a public offering of stock, whether such offering is being made for the Company’s own account or for the account of stockholders other than the stockholders that previously held shares in Old RPS. These registration rights are applicable to any registration of stock that is made pursuant to a demand from the existing stockholders pursuant to the Investor Rights Agreement. The number of shares that the existing stockholders may include in an underwritten public offering by exercising their registration rights under the Registration Rights Agreement is subject to reduction in the event the managing underwriters of such offering advise us that the number of shares to be included in such offering exceeds the amount of stock that can be sold without adversely affecting the offering.

F-24

The Registration Rights Agreement also provides similar shelf registration rights as are set forth in the Investor Rights Agreement described above.

The Company entered into a Registration Rights Agreement, dated April 24, 2006 (the “Founders’ Shares Agreement”), with the founders of Cross Shore who acquired shares of common stock prior to Cross Shore’s initial public offering.

Under the Founders’ Shares Agreement, the Company is required to file a shelf registration statement on Form S-3 upon request of the stockholders who are parties to the Founders’ Shares Agreement, as long as the holders propose to sell registrable securities and such other securities, if any, at an aggregate price to the public of at least $2,000,000. In addition, the stockholders who are parties to the Founders’ Shares Agreement are entitled to no more than two demand registrations, covering in each case as many shares as the requesting stockholders propose to sell, subject to certain restrictions imposed by an underwriter, and piggyback registration rights. If the Company files a shelf registration statement for the resale of shares, demand and piggyback registration rights will be suspended except for underwritten offerings. Registration rights are generally available only for stock that is subject to restrictions on transfer under the U.S. securities laws.

The Company is required to bear all expenses incident to its compliance with the terms of the Registration Rights Agreement, the Investor Rights Agreement and the Founders’ Shares Agreement. The Registration Rights Agreement and Founders’ Shares Agreement also contain customary indemnification obligations from the Company to the applicable stockholders with respect to untrue statements or material omissions in any registration statement that includes the applicable shares.

If the Company does not effect a registration required under the Investor Rights Agreement or the Registration Rights Agreement, the stockholders who are party to those agreements may be entitled to receive liquidated damages in the form of additional shares in an amount per month equal to 1% of all or a portion of such holder’s registrable securities for up to two months, in the case of the Registration Rights Agreement, or four months, in the case of the Investor Rights Agreement

Subsequent to the date of the merger with Cross Shore, the Company also had a total of 1,357,179 common stock warrants (the “IPO Warrants”) outstanding. The IPO Warrants were immediately exercisable at any time through April 28, 2010 at $5.00 per. The IPO Warrants were issued to investors in connection with the initial public offering of Cross Shore in April 2006 (Note 2) and were delisted from AIM on October 5, 2009.

The IPO Warrants were redeemable at the Company’s option at a price of $.0001 per warrant only in the event that the last sale price of the Company’s common stock is at least $8.50 per share for any 20 trading days within a 30 trading day period ending on the third day prior to the date on which notice of redemption is given and the weekly trading volume of the Company’s common shares has been at least 550,000 shares for each of the two calendar weeks before the Company sends the notice of redemption.

In addition, a total of 186,667 options were outstanding from the date of the Cross Shore initial public offering in April 2006 (Note 2). These options (the “Underwriter Purchase Options”) were issued to representatives of the underwriters of the Cross Shore initial public offering. The options entitled the holder to one share of common stock and two common stock warrants in exchange for an exercise price of $6.60 per share. Should the options be exercised, the warrants received will be fully vested with exercise prices of $5.00 per share at any time through April 28, 2010. Such warrants are subject to the same provisions as the IPO Warrants discussed above.

In January 2008, the Company issued 336,000 shares of common stock to certain investors pursuant to the provisions of Underwriter Purchase Options that were tendered by such investors in connection with the merger with Cross Shore.

In December 2008, the Company issued a total of 4,198,885 shares of common stock in connection with the European Acquisitions. The shareholders of Therapharm, Infociencia and Imerem have entered into share escrow agreements whereby 50 percent of the shares are held in escrow, to be released in equal portions on the first, second and third anniversaries of the acquisition date, subject to there being no claims outstanding against each corporation being acquired (as defined within the respective acquisition agreements). As of December 31, 2009, the Company made one working capital adjustment pursuant to the acquisition agreement with Therapharm, resulting in the release of 62,300 shares, which the Company has subsequently cancelled. In addition, the

F-25

shareholders of Therapharm, Infociencia and Imerem have agreed to a 12 month lock-up on all of the Shares, all of which commenced on the closing date of the respective acquisitions and had expired as of December 31, 2009.

In July 2009, the Company issued a total of 530,973 shares of common stock in connection with the Paramax Acquisition. The shareholder of Paramax has entered into a share escrow agreement whereby the Paramax Shares are being held in escrow, to be released in equal portions on the three and twelve month anniversaries of the acquisition date and on January 31, 2011, subject to there being no claims outstanding against Paramax (as defined within the acquisition agreement). As of December 31, 2009 there were no indemnity claims outstanding. In addition, the shareholder of Paramax has agreed to a 24 month lock-up on all of the Paramax Shares, which commenced on the closing date of the acquisition.

12. Redeemable Convertible Preferred Stock

Prior to the Merger with Cross Shore

Old RPS authorized the issuance of up to 7,593,198 shares of Series A 8% Convertible Preferred Stock (the “Series A Preferred Stock”) and 1,279,130 shares of Series B 8% Convertible Preferred Stock (the “Series B Preferred Stock” and collectively with the Series A Preferred Stock, the “Preferred Stock”). The rights and preferences of the Preferred Stock were as follows:

Dividends

The holders of shares of Preferred Stock were entitled to receive an annual cash dividend at a rate of 8% (or $0.0424 per share of Series A Preferred Stock and $0.1273 per share of Series B Preferred Stock). Such dividends were cumulative and were payable, whether or not declared by the board of directors of Old RPS, upon conversion, redemption, liquidation, or disposition of the preferred shares subject to full payment of the Senior Subordinated Note (Note 8). Old RPS recorded Preferred Stock accretion for the preferred dividends in the amount of $320,819 in 2007 through the August 30, 2007 merger with Cross Shore.

Liquidation

In the event of a liquidation of Old RPS, the holders of Preferred Stock were entitled to receive the accrued but unpaid dividends to the date of liquidation plus an amount equal to the greater of $0.5301 per outstanding share for the Series A Preferred Stock and $1.5914 per outstanding share for the Series B Preferred Stock or such additional amount as would have been received if the holders of the Preferred Stock converted their securities into common stock immediately prior to liquidation and participated in the liquidation on a pro rata basis in relation to the stock held by the common stockholders.

Redemption

At any time on or after the fifth anniversary of the Series B Preferred Stock issuance date (December 2008), Old RPS would, upon written notice of holders of not less than a majority of the then-outstanding shares of Preferred Stock, redeem all or a portion of the outstanding shares at a price equal to $0.5301 per share for the Series A Preferred Stock and $1.5914 per share for the Series B Preferred Stock plus all accrued but unpaid preferred dividends through the redemption date.

Conversion

Each share of Preferred Stock was convertible at the election of the holder into such number of shares of common stock as determined by dividing $0.5301 for the Series A Preferred Stock and $1.5914 for the Series B Preferred Stock by the applicable conversion price in effect at the time of conversion. Upon conversion, the holders of Preferred Stock were entitled to receive, in cash, an amount equal to all unpaid dividends accreted through the date of conversion.

Old RPS was required to reserve, out of its authorized but unissued common stock, the full number of shares of common stock deliverable upon the conversion of the outstanding shares of the Preferred Stock. The conversion

F-26

price was subject to adjustment in the event that Old RPS issued additional stock at a price per share that is less than the Preferred Stock conversion price in effect immediately prior to the issuance of such stock. In such an event, the Preferred Stock conversion price would be reduced to an amount equal to such lower purchase price or $0.0071 if there was no consideration. The conversion price was also subject to adjustment for events of dilution including, but not limited to, stock dividends and stock splits. Shares of the Preferred Stock would automatically be converted into shares of common stock, at the then-effective conversion rate, immediately prior to the closing of an underwritten public offering of common stock with gross proceeds of at least $20 million and an offering price equal to at least 300% of the Series A Preferred Stock conversion price and 100% of the Series B Preferred Stock conversion price then in effect.

Voting Rights

The holders of the Preferred Stock were entitled to elect two directors to the board of directors of Old RPS and vote on all matters on which holders of common stock were entitled to vote, casting such number of votes equal to the number of shares of common stock into which the Preferred Stock was then convertible. In addition, Old RPS would not, without the approval of the holders of the Preferred Stock (i) amend the articles of incorporation in a manner adverse to the rights of the preferred stockholders, (ii) authorize any class or series of capital stock ranking senior to the Preferred Stock, (iii) increase the number of authorized shares of Preferred Stock, (iv) change the rights of the Preferred Stock, (v) repurchase or declare a dividend on any shares of common stock other than as provided in agreements in existence on the Preferred Stock issuance date, or (vi) authorize a merger or consolidation of Old RPS.

Subsequent to the Merger with Cross Shore

Subsequent to the merger with Cross Shore on August 30, 2007, all of the outstanding shares of Preferred Stock were converted into shares of common stock of the Company. In addition, all accumulated dividends of the Preferred Stock accrued through the date of the merger, totaling $2.63 million, were paid to the investors.

13. Stock Option Plan

In June 2002, Old RPS adopted the 2002 Equity Incentive Plan (the “2002 Plan”) which permitted the granting of incentive stock options, nonqualified stock options and restricted stock. The 2002 Plan authorized the issuance of up to 2,108,456 shares of common stock to satisfy grants under the 2002 Plan. Stock options issued generally vested over a three-year period. The exercise period was determined by Old RPS’ board of directors, but could not exceed ten years from the date of grant. Each option entitled the holder to purchase one share of common stock at the indicated exercise price.

In connection with the merger with Cross Shore, the Company adopted the 2007 Equity Incentive Plan (the “2007 Incentive Plan”) on August 30, 2007 and terminated the 2002 Plan. The 2007 Incentive Plan permits awards of options and restricted stock. At December 31, 2009, the total number of shares reserved under the 2007 Incentive Plan was 6,792,271 shares. On an annual basis, this amount would be automatically adjusted to increase to an amount equal to 15% of the number of shares outstanding should that number of shares exceed the amount of shares reserved under the 2007 Incentive Plan (calculated on a fully diluted basis). Stock options issued generally vest over a three year period. The exercise period is determined by the Board of Directors, but may not exceed 10 years from the date of grant.

F-27

The following table summarizes activity under the 2002 Plan and 2007 Incentive Plan:

	Options			Number of			Weighted
	Available For			Options			Average Exercise
	Grant			Outstanding			Price
Balance, December 31, 2006		693,069			2,022,594		$	0.75
Authorized		4,076,608			—			—
Granted		(775,107	)		775,107			4.98
Exercised		—			(52,773	)		0.58
Forfeited/cancelled		(14,963	)		(14,963	)		0.91
Balance, December 31, 2007		3,979,607			2,729,965			1.94
Authorized		—			—			—
Granted		(217,304	)		217,304			3.86
Exercised		—			(11,639	)		0.77
Forfeited/cancelled		15,181			(15,181	)		1.04
Balance, December 31, 2008		3,777,484			2,920,449			2.09
Authorized		—			—			—
Granted		(45,155	)		45,155			1.75
Exercised		—			(544	)		0.37
Forfeited/cancelled		49,648			(49,648	)		3.44
Balance, December 31, 2009		3,781,977			2,915,412			2.06

The weighted average grant date fair value of options granted was $0.87, $1.96 and $1.70 per share during the years ended December 31, 2009, 2008 and 2007, respectively. The total intrinsic value of options exercised during the years ended December 31, 2009, 2008 and 2007 was $952, $38,000 and $177,000 respectively.

At December 31, 2009, options to purchase 2,595,485 shares were exercisable at a weighted average exercise price of $1.79 per share. The weighted average remaining contractual life of the outstanding options at December 31, 2009 was 6.0 years. The weighted average remaining contractual life of the fully vested options at December 31, 2009 was 6.0 years. The aggregate intrinsic value of options outstanding and fully vested at December 31, 2009 was $1.9 million.

14. Commitments and Contingencies

The Company occupies its corporate headquarters and other offices and uses certain equipment under various leases. The Company’s current lease for its corporate headquarters expires in June 2017. Rent expense under such arrangements, including for rent obligations around the world, was approximately $3,334,000, $1,987,000 and $1,578,000 during the years ended December 31, 2009, 2008 and 2007, respectively. The Company is the lessee of approximately $1,615,000 of automobiles and equipment under capital leases expiring through 2012. The equipment is recorded at the present value of minimum lease payments and is amortized over its estimated useful life. Amortization of the assets under capital lease agreements of approximately $531,000, $650,000 and $180,000 is included in depreciation expense for the years ended December 31, 2009, 2008 and 2007 respectively.

F-28

Future minimum lease payments subsequent to December 31, 2009 under capital and non-cancelable operating leases are as follows:

	Capital			Operating
	Leases			Leases
2010	$	601,683		$	3,634,646
2011		255,602			3,153,276
2012		4,590			3,015,000
2013		—			2,656,260
2014		—			2,126,370
Thereafter		—			2,836,814
Total minimum lease payments		861,875			17,422,366
Less amount representing interest		(57,610	)
Present value of net minimum lease payments	$	804,265

The Company is involved in various claims incidental to the conduct of its business. Management does not believe that any such claims to which the Company is a party, both individually and in the aggregate, will have a material adverse effect on the Company’s financial position or results of operations.

15. Related Party Transactions

In November 2007, the Company entered into a consulting agreement with a shareholder to assist the Company in identifying potential acquisition candidates. The consulting agreement expired in December 2007 and required payment to the shareholder totaling $600,000 for such services. Such amount was recognized as selling, general and administrative expense during 2007 and was included in accrued expenses at December 31, 2007. The amount was paid in the first quarter of 2008.

The Company is the lessee of office space for its German subsidiary, RPS ReSearch Germany GmbH. The lessor of the office space is a shareholder and an employee of the Company and former shareholder of Imerem. The Company pays rent for the facility in the amount of $14,500 on a month-to-month basis.

F-29

16. Interim Consolidated Financial Information (unaudited)

The following table sets forth certain unaudited quarterly consolidated financial data for each quarter in the Company’s two last completed fiscal years. In the opinion of the Company’s management, this unaudited information has been prepared on the same basis as the audited consolidated financial statements contained herein and includes all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the information set forth therein when read in conjunction with the consolidated financial statements and notes thereto. The operating results for any quarter are not necessarily indicative of results for any future period.

	Three Months Ended
	March 31, 2009		June 30, 2009		September 30, 2009		December 31, 2009
Service revenue	$	45,258,874	$	48,446,362	$	51,669,235	$	55,097,345
Reimbursement revenue		5,034,975		5,905,352		5,588,148		7,167,687
Total revenue		50,293,849		54,351,714		57,257,383		62,265,032
Direct costs		33,219,359		34,940,337		37,167,441		39,881,508
Reimbursable out-of-pocket costs		5,034,975		5,905,352		5,588,148		7,167,687
Selling, general and administrative expenses		10,045,270		11,045,742		11,279,779		12,427,112
Depreciation and amortization		796,422		874,207		884,177		1,168,101
Income from operations		1,197,823		1,586,076		2,337,838		1,620,624
Net income	$	502,952	$	485,777	$	994,033	$	637,686
Net income per share:
Basic	$	0.01	$	0.01	$	0.03	$	0.02
Diluted	$	0.01	$	0.01	$	0.03	$	0.02

	Three Months Ended
	March 31, 2008		June 30, 2008		September 30, 2008		December 31, 2008
Service revenue	$	38,047,853	$	40,286,342	$	39,113,267	$	39,519,096
Reimbursement revenue		3,794,541		4,554,955		4,900,378		4,835,640
Total revenue		41,842,394		44,841,297		44,013,645		44,354,736
Direct costs		28,316,024		30,076,813		29,555,433		29,759,017
Reimbursable out-of-pocket costs		3,794,541		4,554,955		4,900,378		4,835,640
Selling, general and administrative expenses		7,120,510		7,759,741		7,845,537		8,563,778
Depreciation and amortization		365,295		418,969		449,187		516,801
Income from operations	$	2,246,024	$	2,030,819	$	1,263,110	$	679,500
Net income	$	1,323,049	$	1,153,084	$	748,239	$	518,412
Net income per share:
Basic	$	0.04	$	0.04	$	0.02	$	0.02
Diluted	$	0.04	$	0.03	$	0.02	$	0.02

F-30

ReSearch Pharmaceutical Services, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

	March 31,			December 31,
	2010			2009
	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	2,835,460		$	3,468,104
Restricted cash		4,034,186			5,195,841
Accounts receivable, less allowance for doubtful accounts of $463,000 at March 31, 2010 and $398,000 at December 31, 2009, respectively		55,385,973			54,516,875
Deferred tax asset		485,522			473,940
Prepaid expenses and other current assets		3,520,209			4,795,030
Total current assets		66,261,350			68,449,790
Property and equipment, net		5,787,169			6,404,747
Other assets		1,648,390			1,627,453
Intangible assets subject to amortization, net		2,347,525			2,792,481
Goodwill		15,900,736			16,742,614
Deferred tax asset		247,607			243,593
Total assets	$	92,192,777		$	96,260,678
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	4,090,253		$	3,526,931
Accrued expenses		12,480,539			14,551,527
Customer deposits		8,534,186			9,695,841
Deferred revenue		8,516,189			8,910,551
Line of credit		10,412,081			9,565,808
Deferred tax liability		44,267			44,267
Current portion of capital lease obligations		518,747			553,689
Total current liabilities		44,596,262			46,848,614
Deferred tax liability		322,121			345,121
Other liabilities		2,456,739			2,510,351
Capital lease obligations, less current portion		192,374			250,576
Total liabilities		47,567,496			49,954,662
Stockholders’ equity:
Common stock, $.0001 par value:
Authorized shares—150,000,000 at March 31, 2010 and December 31, 2009, issued and outstanding shares—37,278,352 and 37,277,808 at March 31, 2010 and December 31, 2009, respectively		3,728			3,728
Additional paid-in capital		45,746,230			45,601,325
Accumulated other comprehensive (loss) income		(1,712,399	)		40,507
Retained earnings		587,722			660,456
Total stockholders’ equity		44,625,281			46,306,016
Total liabilities and stockholders’ equity	$	92,192,777		$	96,260,678

Please see accompanying notes.

F-31

ReSearch Pharmaceutical Services, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

	Three Months Ended March 31,
	2010			2009
	(unaudited)
Service revenue	$	58,004,501		$	45,258,874
Reimbursement revenue		6,705,895			5,034,975
Total revenue		64,710,396			50,293,849
Direct costs		42,421,653			33,219,359
Reimbursable out-of-pocket costs		6,705,895			5,034,975
Selling, general, and administrative expenses		12,396,553			10,045,270
Depreciation and amortization		1,270,280			796,422
Income from operations		1,916,015			1,197,823
Interest expense		(226,211	)		(130,628	)
Interest income		—			73,934
Other income (expense)		26,754			(17,163	)
Income before provision for income taxes		1,716,558			1,123,966
Provision for income taxes		1,789,292			621,014
Net income (loss)	$	(72,734	)	$	502,952
Net income (loss) per common share:
Basic	$	(0.00	)	$	0.01
Diluted	$	(0.00	)	$	0.01
Weighted average number of common shares outstanding:
Basic		37,278,055			36,746,460
Diluted		37,278,055			37,892,322

Please see accompanying notes.

F-32

ReSearch Pharmaceutical Services, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

	Three Months Ended March 31,
	2010			2009
	(unaudited)
Operating activities
Net income (loss)	$	(72,734	)	$	502,952
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization		1,270,280			796,422
Stock-based compensation		144,704			154,730
Deferred tax provision (benefit)		15,597			(128,769	)
Changes in operating assets and liabilities:
Accounts receivable		(1,174,399	)		(7,220,626	)
Prepaid expenses and other assets		1,378,222			34,292
Accounts payable		499,570			(623,543	)
Accrued expenses and other liabilities		(2,544,445	)		(125,392	)
Customer deposits		(862,385	)		(380,471	)
Deferred revenue		(224,677	)		(1,199,044	)
Net cash used in operating activities		(1,570,267	)		(8,189,449	)
Investing activities
Change in restricted cash		889,006			380,471
Business combinations, net of cash acquired		—			(651,923	)
Purchase of property and equipment		(515,967	)		(540,617	)
Net cash provided by (used in) investing activities		373,039			(812,069	)
Financing activities
Net borrowings on line of credit		846,273			5,350,415
Principal payments on capital lease obligations		(91,711	)		(186,582	)
Proceeds from exercise of options		201			201
Net cash provided by financing activities		754,763			5,164,034
Effect of exchange rates on cash and cash equivalents		(190,179	)		(513,561	)
Net change in cash and cash equivalents		(632,644	)		(4,351,045	)
Cash and cash equivalents, beginning of period		3,468,104			6,565,003
Cash and cash equivalents, end of period	$	2,835,460		$	2,213,958
Supplemental disclosures of cash flow information
Cash paid during the period for:
Interest	$	213,226		$	147,791
Income taxes	$	1,055,819		$	625,000

Please see accompanying notes.

F-33

ReSearch Pharmaceutical Services, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

March 31, 2010 (unaudited)

1. Business

ReSearch Pharmaceutical Services, Inc. and Subsidiaries (the “Company” or “RPS”) is a next generation CRO (clinical research organization) serving biotechnology and pharmaceutical companies, which the Company refers to collectively as the biopharmaceutical industry. The RPS business model combines the expertise of a traditional CRO with the ability to provide flexible outsourcing solutions that are fully integrated within the Company’s clients’ clinical infrastructure. The Company is able to leverage its high degree of clinical expertise, industry knowledge and specialization to reduce the expense and time frame of clinical development that meets the varied needs of small, medium and large biopharmaceutical companies.

On August 30, 2007, the Company’s predecessor company (“Old RPS”) merged with and into a wholly-owned subsidiary of Cross Shore Acquisition Corporation (“Cross Shore”), a blank check company incorporated in Delaware in 2006 as a vehicle to acquire one or more operating companies in the United States. Prior to the merger, Cross Shore completed an initial public offering on the Alternative Investment Market (“AIM”) of the London Stock Exchange to raise proceeds to fund such an acquisition. As a result of the merger, Cross Shore changed its name to ReSearch Pharmaceutical Services, Inc., and RPS is now a holding company for, and conducts substantially all of its operations through its wholly-owned subsidiary, ReSearch Pharmaceutical Services, LLC.

On September 4, 2009, RPS delisted its common stock from AIM following approval of the delisting by the requisite number of shareholders. Trading in RPS’ warrants to purchase common stock, also listed on AIM, was suspended following the delisting of the common stock, and the warrants were delisted on October 5, 2009. RPS common stock and warrants are no longer traded on AIM, but remain transferable as described in the proxy statement which was mailed to shareholders and warrant holders on July 24, 2009, and subject to applicable securities laws.

The Company has wholly-owned subsidiaries in 44 countries around the world with its core operations located in North America, Latin America, Europe and Asia.

2. Significant Accounting Policies

Basis of presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. The consolidated balance sheet as of March 31, 2010 and the consolidated statements of operations and cash flows for the three months ended March 31, 2010 and 2009 are unaudited, but include all adjustments, consisting only of normal recurring adjustments, which the Company considers necessary for a fair presentation of its financial position, operating results and cash flows for the periods presented. The consolidated balance sheet at December 31, 2009 has been derived from audited financial statements.

Although the Company believes that the disclosures in these financial statements are adequate to make the information presented not misleading, certain information and footnote information normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been or omitted pursuant to the rules and regulations of the Securities and Exchange Commission.

Results for any interim period are not necessarily indicative of results for any future interim period or for the entire year. The accompanying financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009.

F-34

Concentration of Credit Risk

Financial instruments, which potentially subject the Company to credit risk, consist principally of cash and accounts receivable. The Company performs periodic evaluations of the financial institutions in which its cash is invested. The majority of the Company’s revenues and accounts receivable are derived from pharmaceutical companies located in the United States. The Company’s three largest customers accounted for approximately 17%, 15% and 15% of service revenue during the three months ended March 31, 2010, respectively. The Company’s two largest customers for the three months ended March 31, 2009 represented approximately 17% and 11% of service revenue, respectively.

The Company’s largest customer accounted for approximately 19% of the accounts receivable balance at March 31, 2010, and approximately 16% of the accounts receivable balance at December 31, 2009. The Company’s second largest customer accounted for approximately 14% of the accounts receivable balance at March 31, 2010, and approximately 17% of the accounts receivable balance at December 31, 2009. No other customers represented more than 10% of net service revenue or accounts receivable during those periods or at those times. The Company provides an allowance for doubtful accounts based on experience and specifically identified risks. Accounts receivable are carried at fair value and charged off against the allowance for doubtful accounts when management determines that recovery is unlikely and the Company ceases collection efforts.

Revenue and Cost Recognition

The majority of the Company’s service revenue is derived from fee-for-service contracts, some of which are fixed-price contracts. Revenues and the related costs of fee-for-service contracts are recognized in the period in which services are performed. Fixed-price contract revenue is calculated on a proportional performance basis based on the ratio that costs incurred to date bear on the estimated total costs at completion. The Company also recognizes revenue under units-based contracts by multiplying units completed by the applicable contract per-unit price. Revenue related to contract modifications is recognized when realization is assured and the amounts are reasonably determinable. Adjustments to contract estimates are made in the periods in which the facts that require the revisions become known. When the revised estimate indicates a loss, such loss is provided for in the financial statements during that period. No such losses were recognized in the three months ended March 31, 2010 or 2009. Deferred revenue represents amounts billed to customers in excess of revenue recognized.

Financial Accounting Standards Board (“FASB”) guidance requires reimbursable out-of-pocket expenses to be classified as revenue in the statements of operations. Reimbursements for out-of-pocket expenses, included in total revenue in the Company’s consolidated statements of operations were $6,705,895 and $5,034,975 for the three months ended March 31, 2010 and 2009, respectively.

The Company excludes investigator fees from its out-of-pocket expenses because these fees are funded from the customer’s restricted cash and are recorded on a “pass-through basis” without risk or reward to the Company. Investigator fees paid on behalf of clients were approximately $2,729,000 and $1,255,000 for the three months ended March 31, 2010 and 2009 respectively.

Income Taxes

The Company accounts for income taxes using an asset and liability approach which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and amounts reportable for income tax purposes. On January 1, 2007, the Company adopted the FASB guidance related to accounting for uncertainty in income taxes. This guidance creates a single model to address uncertainty in tax positions and clarifies the accounting for income taxes by prescribing the minimum recognition threshold a tax position is required to meet before it is recognized in the financial statements.

The effective tax rate for the three months ended March 31, 2010 and 2009 was higher than the federal statutory rate, as the Company does not record a tax benefit for net operating losses generated in certain of its foreign subsidiaries as it may not realize the tax benefit of these net operating losses.

F-35

Foreign Currency Translation

The financial statements of the Company’s foreign subsidiaries have been translated into U.S. dollars in accordance with the FASB guidance on foreign currency translation. All balance sheet accounts have been translated using the exchange rates in effect at the balance sheet dates. Income statement amounts have been translated using average exchange rates in effect for the relevant periods. The gains and losses resulting from the changes in exchange rates during the year have been reported separately in other comprehensive income in the consolidated financial statements.

Stock-Based Compensation

The per-share weighted average fair value of the options granted during the three months ended March 31, 2010 and 2009 was estimated at $1.49 and $0.85, respectively, using the Black-Scholes option-pricing model with the following weighted average assumptions, which are based upon Company history or industry comparative information:

	Three Months Ended March 31,
	2010			2009
Expected dividend yield		0.00	%		0.00	%
Expected volatility		50	%		50	%
Risk-free interest rate		2.28	%		1.67	%
Expected life		6 years			6 years

Prior to August 30, 2007, the Company’s common stock was not publicly traded, and the expected volatility was calculated for each date of grant based on an alternative method (defined as “calculated value”). Subsequent to August 30, 2007, as a public company on the AIM, the Company continued to utilize the calculated value for expected volatility as a sufficient level of history was not available as a publicly traded company. In September and October 2009, the Company delisted its common stock and warrants from AIM, respectively, and its common stock and warrants are no longer publicly traded. As such, the Company will continue to use the calculated value to estimate fair value. The Company identified similar public entities for which share price information is available and has considered the historical volatility of these entities’ share prices in determining its estimated expected volatility. The Company used the average volatility of these guideline companies over a six-year period, consistent with the expected term calculated pursuant to FASB guidance. From August 30, 2007 through the September 2009 AIM delisting date, the Company utilized the quoted stock price on the AIM as a determinant of fair value of the Company’s common stock. Subsequent to the AIM delisting date, the Company estimates the fair value of its common stock using the market and income valuation approaches, with the assistance of a valuation consultant. Stock based compensation expense for the three months ended March 31, 2010 and 2009 related to share based service awards was approximately $145,000 and $155,000, respectively, and is included in selling, general, and administrative expenses in the accompanying consolidated statements of operations. The Company recognizes the compensation expense of such share-based service awards on a straight-line basis. Total compensation cost of options granted but not yet vested as of March 31, 2010 was $0.6 million, net of estimated forfeitures, which is expected to be recognized over the weighted average period of 1.7 years.

Segment Information

Operating segments are identified as components of an enterprise about which separate financial information is available for evaluation by the chief operating decision-maker, or decision-making group, in making decisions on how to allocate resources and assess performance. The Company views its operations and manages its business as one operating segment.

The Company’s foreign operations accounted for approximately 15% and 14% of service revenue during the three months ended March 31, 2010 and 2009, respectively. In addition, approximately 34% and 35% of the

F-36

Company’s consolidated tangible assets are located in foreign locations at March 31, 2010 and December 31, 2009, respectively.

	Americas		Europe		Asia-Pacific		Total
Service revenue from customers(1)
Three months ended March 31, 2010		53,557,084		3,847,973		599,444		58,004,501
Three months ended March 31, 2009		41,068,367		4,190,507		—		45,258,874
Long-lived assets(2)
As of March 31, 2010		3,999,516		1,611,443		176,210		5,787,169
As of December 31, 2009		4,228,432		1,982,932		193,383		6,404,747

(1)	Service revenue is attributable to geographic locations based on the physical location where the services are performed.
(2)	Long-lived assets represents the net book value of property and equipment.

Net Income (Loss) Per Share

Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the periods presented. Diluted net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the periods plus the dilution that would occur upon the exercise of stock options or common stock warrants.

The following table is a reconciliation of the numerator and denominator of the computation of basic and diluted net income per share.

	Three Months Ended March 31,
	2010			2009
Net income (loss)	$	(72,734	)	$	502,952
Weighted average common shares outstanding—basic		37,278,055			36,746,460
Dilutive effect of stock options and warrants		—			1,145,862
Weighted average common shares outstanding—diluted		37,278,055			37,892,322

Warrants outstanding to acquire a total of 1.4 million shares of the Company’s common stock, along with options to purchase 989,843 shares of the Company’s common stock, were excluded from the computation of diluted weighted average shares outstanding for the three months ended March 31, 2009 because their effect would have been anti-dilutive. All outstanding options and warrants are excluded from the computation of diluted weighted average share computation for the three months ended March 31, 2010 as their effect would have been anti-dilutive. Outstanding stock options and warrants could potentially dilute earnings per share in the future.

Comprehensive Loss

The Company’s comprehensive loss was as follows:

	Three Months Ended March 31,
	2010			2009
Net income (loss) as reported	$	(72,734	)	$	502,952
Other comprehensive loss:
Foreign currency translation adjustment		(1,752,906	)		(1,898,823	)
Comprehensive loss	$	(1,825,640	)	$	(1,395,871	)

F-37

3. Acquisitions

2009 Acquisition

Paramax International Inc. (“Paramax”)

On July 7, 2009, RPS acquired the outstanding shares of Paramax for consideration of $1.0 million in cash and 530,973 shares of common stock (the “Paramax Shares”) issued to Paramax’s sole shareholder (the “Paramax Acquisition”). Paramax, which is active in the same fields as RPS, provides the Company with opportunities in the Asia-Pacific market and complements its current operations in the Americas and Europe. In addition, the acquisition provides RPS with greater scale to meet the growing needs of its customers in the market for globally integrated clinical research services. The Paramax Shares were valued by management utilizing the assistance of a valuation specialist at $1.73 per share, which resulted in total acquisition consideration of approximately $1.9 million. The shareholder of Paramax has entered into a share escrow agreement whereby all of the Paramax Shares are held in escrow, and were, or will be released in equal portions on October 7, 2009, July 7, 2010 and January 31, 2011, subject to there being no indemnity claims outstanding (as defined within the acquisition agreement). As of March 31, 2010, there were no indemnity claims outstanding. In addition, the shareholder of Paramax has agreed to a 24 month lock-up on all Paramax Shares. Paramax, founded in 2007, is located in Beijing, China. Paramax operates throughout China and the Asia—Pacific market, providing clinical research services to the biopharmaceutical industry.

The acquisition has been accounted for as a purchase. Accordingly, the results of operations of Paramax have been included in the consolidated financial statements commencing July 7, 2009. A preliminary allocation of the purchase price is outlined below:

Purchase Price:
Cash paid	$	1,000,000
Value of RPS Shares		918,583
Total purchase price	$	1,918,583

Allocation of Purchase Price:

Cash	$	163,692
Accounts receivable		87,367
Fixed assets		31,780
Other assets		9,130
Goodwill		1,504,355
Customer lists		18,000
Non compete agreements		117,000
Current liabilities		(12,742	)
	$	1,918,583

The allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed as reflected in the consolidated financial statements is preliminary and subject to change based on finalization of the Company’s valuation of the assets acquired and liabilities assumed. The Company is currently assessing the fair value of the identifiable tangible and intangible assets acquired and liabilities assumed. It is expected that the current assets and liabilities assumed will approximate the values assigned as of the date of the acquisition. A valuation study is presently being conducted to establish the fair market value of the identifiable intangibles acquired. The intangible assets acquired consist primarily of customer lists and a non-compete agreement. The final purchase price allocation to reflect the fair values of the assets acquired and liabilities assumed will be based on the outcome of the Company’s valuation study. The final valuation is expected to be completed in 2010.

F-38

The unaudited pro forma information below presents combined results of operations as if the Paramax Acquisition had occurred as of January 1, 2009 instead of in July 2009. The pro forma information is based on historical results and is not necessarily indicative of the results of operations of the combined entity had the acquisition occurred at the beginning of the periods presented, nor is it necessarily indicative of future results.

	Three months ended
	March 31, 2009
	(unaudited)
Service revenue	$	45,311,812
Reimbursement revenue		5,034,975
Total revenue		50,346,787
Net income	$	426,814
Net income per common share:
Basic	$	0.01
Diluted	$	0.01
Weighted average number of common shares outstanding:
Basic		37,277,433
Diluted		38,423,295

The shares issued in connection with the consummation of the Paramax Acquisition were valued by management utilizing the assistance of a valuation specialist, which resulted in a fair value of $1.73 per share. This value is also consistent with the trading price of the Company’s common stock on AIM at the time of the Paramax Acquisition, discounted to reflect the escrow and lock up arrangements underlying certain of the shares issued as discussed above.

4. Intangible Assets

The following table summarizes the changes in the carrying amount of the Company’s goodwill for the three months ended March 31, 2010:

Balance as of December 31, 2009	$	16,742,614
Currency exchange		(841,878	)
Balance as of March 31, 2010	$	15,900,736

The following tables summarize intangible assets and their amortization as of:

	March 31, 2010
			Accumulated
	Gross		Amortization			Net
Intangible assets subject to amortization:
Customer contracts and lists	$	3,206,700	$	(2,243,298	)	$	963,402
Brand name		1,317,111		(837,629	)		479,482
Non-compete agreements		1,494,758		(590,117	)		904,641
Total	$	6,018,569	$	(3,671,044	)	$	2,347,525

F-39

	December 31, 2009
			Accumulated
	Gross		Amortization			Net
Intangible assets subject to amortization:
Customer contracts and lists	$	3,291,114	$	(2,242,057	)	$	1,049,057
Brand name		1,403,059		(696,360	)		706,669
Non-compete agreements		1,569,459		(532,734	)		1,036,725
Total	$	6,263,632	$	(3,471,151	)	$	2,792,481

The estimated amortization expense for the nine months ending December 31, 2010 and the four years ending December 31, 2014 is as follows:

Nine Months
Ending
December 31,	Year ending December 31,
2010	2011	2012	2013	2014
$831,000	$470,000	$450,000	$421,000	$175,500

5. Property and Equipment

Property and equipment consist of the following:

		March 31,			December 31,
	Useful life	2010			2009
Computers, software and other equipment	2 to 3 years	$	4,462,421		$	5,052,139
Automobiles	1 to 3 years		1,613,899			1,615,000
Leasehold improvements	7 years		695,000			379,645
Software	2 to 3 years		758,978			498,683
Furniture and fixtures	5 years		2,759,448			2,980,807
			10,289,746			10,526,274
Less accumulated depreciation			(4,502,577	)		(4,121,527	)
		$	5,787,169		$	6,404,747

Automobiles, computers, software and other equipment include assets acquired under capital lease obligations (Note 10). Depreciation expense was approximately $969,000 and $478,000 for the three months ended March 31, 2010 and 2009, respectively.

6. Accrued Expenses

Accrued expenses consist of the following:

	March 31,		December 31,
	2010		2009
Accrued compensation	$	5,404,845	$	5,824,601
Accrued professional fees		1,996,813		1,953,424
Volume rebate accrual		775,816		1,507,603
Accrued taxes		398,535		1,975,566
Other		3,904,530		3,290,333
	$	12,480,539	$	14,551,527

F-40

7. Lines of Credit

In November 2006, the Company entered into a bank line of credit agreement (the “Credit Agreement”), expiring October 31, 2009. The Credit Agreement provided for $15,000,000 of available borrowings, and was subject to certain borrowing base restrictions. Borrowings under the Credit Agreement required interest at the Federal Funds open rate, as defined, plus 1%. The Credit Agreement was secured by all corporate assets and also contained financial and nonfinancial covenants, including restrictions on the payment of dividends, restrictions on acquisitions and restrictions on the repurchase, redemption, or retirement of outstanding equity.

In July 2009, the Credit Agreement was amended (the “Amended Credit Agreement”) to extend the termination date to October 31, 2012. The Amended Credit Agreement provides for an increase to $30,000,000 of available borrowings, and is subject to certain borrowing base restrictions. Borrowings under the Amended Credit Agreement require interest at the Federal Funds open rate, as defined, plus 2% (4.75% at March 31, 2010). The Amended Credit Agreement remains secured by all corporate assets and continues the financial and nonfinancial covenants, including restrictions on the payment of dividends, restrictions on acquisitions and restrictions on the repurchase, redemption, or retirement of outstanding equity present under the Credit Agreement. At March 31, 2010 there were $10.4 million in outstanding borrowings under this line of credit.

In addition to the Company’s line of credit for its’ U.S.-based operations, the Company maintains various local lines of credit for its operations based around the world. At March 31, 2010, there were no outstanding borrowings under these lines of credit.

8. Stockholders’ Equity

The Company is authorized to issue up to 1,000,000 shares of preferred stock, $0.0001 par value, and 150,000,000 shares of common stock, $.0001 par value. Of the shares authorized, 6,792,271 shares of common stock have been reserved for issuance pursuant to the Company’s 2007 equity incentive plan (Note 9).

The Company’s stockholders have been granted certain rights to register their shares under the securities laws of the United States pursuant to three separate registration rights agreements. The Registration Rights Agreement (as defined below) pertains to those holding shares in RPS prior to the merger with Cross Shore. The Investor Rights Agreement (as defined below) pertains to those acquiring shares and warrants in Cross Shore’s initial public offering in April of 2006. The Founders’ Shares Agreement (as defined below) pertains to those that acquired shares prior to Cross Shore’s initial public offering in April 2006.

Under the Investor Rights Agreement dated April 24, 2006 (the “Investor Rights Agreement”), the Company is required to file a shelf registration statement on Form S-3 within 90 days after becoming eligible to do so. In addition the holders of the Company’s stock and warrants are entitled to no more than three demand registrations (covering in each case a minimum of 15% of the shares then outstanding) and piggyback registration rights. If the Company files a shelf registration for resale of shares, demand and piggyback registration rights will be suspended except for underwritten offerings. Registration rights are generally available only for stock that is subject to restrictions or transfer under the U.S. securities laws.

Under the terms of the Registration Rights Agreement dated August 30, 2007 (the “Registration Rights Agreement”), the Company will grant the existing stockholders the rights to include shares on any registration statement filed by the Company pursuant to the Securities Act of 1933, as amended (the “Securities Act”) in connection with a public offering of stock, whether such offering is being made for the Company’s own account or for the account of stockholders other than the existing stockholders. These registration rights are applicable to any registration of stock that is made pursuant to a demand from the existing stockholders pursuant to the Investor Rights Agreement. The number of shares that the existing stockholders may include in an underwritten public offering by exercising their registration rights under the Registration Rights Agreement is subject to reduction in the event the managing underwriters of such offering advise the Company that the number of shares to be included in such offering exceeds the amount of stock that can be sold without adversely affecting the offering. The Registration Rights Agreement also provides the Old RPS stockholders similar shelf registration rights as those in the Investor Rights Agreement. If the Company fails to make filings under the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are required to be made pursuant to its contractual arrangements with the existing stockholders, the Registration Rights Agreement entitles the holders of shares to

F-41

receive liquidated damages in the form of additional shares in an amount per month equal to 1% of all or a portion of such holder’s registrable securities for up to two months, or up to four months under the Investor Rights Agreement.

Under the Registration Rights Agreement dated April 24, 2006 (the “Founders’ Shares Agreement”), the Company is required to file a shelf registration statement on Form S-3 upon request of the founding stockholders after becoming eligible to do so. In addition, the holders of the Company’s founding stock are entitled to no more than two demand registrations (covering in each case as many shares as the founding stockholders propose to sell, subject to certain restrictions imposed by an underwriter) and piggyback registration rights. If the Company files a shelf registration statement for resale of shares, demand and piggyback registration rights will be suspended except for underwritten offerings. Registration rights are generally available only for stock that is subject to restrictions on transfer under the U.S. securities laws.

The Company is required to bear all expenses incident to its compliance with the terms of the Registration Rights Agreement, the Investor Rights Agreement, and the Founders’ Shares Agreement. The Registration Rights Agreement and Founders’ Shares Agreement also contains customary indemnification obligations from the Company to the applicable stockholders with respect to untrue statements or material omissions in any registration statement that includes the applicable shares.

The Company also had a total of 1,357,179 common stock warrants (the “IPO Warrants”). The IPO Warrants expired on April 28, 2010. The IPO Warrants were issued to investors in connection with the initial public offering of Cross Shore in April 2006 and were delisted from AIM on October 5, 2009. The IPO Warrants were exercisable at $5.00 per share.

In addition, a total of 186,667 options were outstanding from the date of the date of the Cross Shore initial public offering in April 2006. These options (“Underwriter Purchase Options”) were issued to representatives of the underwriters of the Cross Shore initial public offering. The options entitled the holder to one share of common stock and two common stock warrants in exchange for an exercise price of $6.60 per share. If the options were exercised, the warrants received would be fully vested with exercise prices of $5.00 per share at any time through April 28, 2010. Such warrants are subject to the same provisions as the IPO Warrants discussed above. The Underwriter Purchase Options expired on April 28, 2010.

9. Stock Option Plans

In June 2002, the Company adopted the 2002 Equity Incentive Plan (the “2002 Plan”) which permitted the granting of incentive stock options, nonqualified stock options and restricted stock. The Company authorized the issuance of up to 2,108,456 shares of common stock to satisfy grants under the 2002 Plan. Stock options issued generally vested over a three-year period. The exercise period was determined by the Company’s Board of Directors, but may not exceed ten years from the date of grant. Each option entitled the holder to purchase one share of common stock at the indicated exercise price.

The Company adopted the 2007 Equity Incentive Plan (the “2007 Incentive Plan”) on August 30, 2007 and terminated the 2002 Plan. The 2007 Incentive Plan permits awards of options and restricted stock. At March 31, 2010, the total number of shares reserved under the 2007 Incentive Plan was 6,792,271 shares. On an annual basis, this amount is automatically increased to an amount equal to 15% of the number of shares outstanding (calculated on a fully diluted basis). Stock options issued under the 2007 Incentive Plan generally vest over a three year period. The exercise period is determined by the Board of Directors, but may not exceed 10 years from the date of grant.

F-42

The following table summarizes activity under the 2002 Plan and the 2007 Incentive Plan:

	Options Available			Number of Options			Weighted Average
	For Grant			Outstanding			Exercise Price
Balance, December 31, 2009		3,781,977			2,915,412		$	2.06
Granted		(39,213	)		39,213			3.00
Exercised		—			(544	)		0.37
Balance, March 31, 2010		3,742,764			2,954,081			2.07

The weighted average grant date fair value of options granted was $1.49 per share during the three months ended March 31, 2010.

At March 31, 2010, options to purchase 2,672,375 shares were exercisable at a weighted average exercise price of $1.88 per share. The weighted average remaining contractual life of the fully vested options at March 31, 2010 was 5.8 years. The aggregate intrinsic value of options outstanding and fully vested at March 31, 2010 was $1.9 million.

10. Commitments and Contingencies

The Company occupies its corporate headquarters and other offices and uses certain equipment under various operating leases. The Company’s current lease for its corporate headquarters expires in June 2017. Rent expense under such lease arrangements was approximately $880,000 and $731,000 during the three months ended March 31, 2010 and 2009, respectively. The Company is the lessee of approximately $1,584,000 of automobiles and equipment under capital leases expiring through 2012. The equipment is recorded at the present value of minimum lease payments and is amortized over its estimated useful life. Amortization of the assets under capital lease agreements of approximately $116,000 and $153,000 for the three months ended March 31, 2010 and 2009, respectively, and is included in depreciation expense.

Future minimum lease payments subsequent to March 31, 2010 under capital and non-cancelable operating leases are as follows:

	Capital			Operating
	Leases			Leases
2010	$	492,269		$	2,647,770
2011		255,602			3,094,913
2012		4,590			2,960,477
2013		—			2,607,810
2014		—			2,090,979
Thereafter		—			2,836,814
Total minimum lease payments		752,461		$	16,238,763
Less amount representing interest		(41,340	)
Present value of net minimum lease payments	$	711,121

The Company is involved in various claims incidental to the conduct of its business. Management does not believe that any such claims to which the Company is a party, both individually and in the aggregate, will have a material adverse effect on the Company’s financial position or results of operations.

F-43

Independent Auditor’s Report

The Board of Directors and Stockholders

IMEREM Institute for Medical Research Management and Biometrics—Institute für medizinisches Forschungsmanagement und Biometrie—Ein unabhaengiges Forschungsunternehmen GmbH

We have audited the accompanying balance sheet of IMEREM Institute for Medical Research Management and Biometrics—Institute für medizinisches Forschungsmanagement und Biometrie—Ein unabhaengiges Forschungsunternehmen GmbH as of December 31, 2007, and the related statements of income, stockholder’s equity and cash flows for the year then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of IMEREM Institute for Medical Research Management and Biometrics—Institute für medizinisches Forschungsmanagement und Biometrie—Ein unabhaengiges Forschungsunternehmen GmbH as of December 31, 2007, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States.

/s/ McGladrey & Pullen, LLP

Chicago, Illinois

March 9, 2009

F-44

IMEREM Institute for Medical Research Management and Biometrics—
Institute für medizinisches Forschungsmanagement und
Biometrie—Ein unabhaengiges Forschungsunternehmen GmbH

Balance Sheet
In Euros

	December 31,
	2007
Assets
Current assets:
Cash and cash equivalents	€	1,657,468
Restricted cash		687,849
Available-for-sale securities		1,095,529
Unbilled Revenues		1,361,824
Accounts receivable, less allowance for doubtful accounts		1,355,308
Prepaid expenses and other current assets		127,826
Total current assets		6,285,804
Intangible assets, net		38,446
Property and equipment, net		659,433
Cash surrender value of life insurance		519,293
Deferred income taxes		9,000
Total assets	€	7,511,976
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	€	15,235
Accrued expenses		305,453
Customer deposits		687,849
Deferred revenue		659,854
Due to stockholder		786,840
Other current liabilities		623,149
Deferred income taxes		—
Total current liabilities		3,078,380
Deferred compensation		612,078
Deferred income taxes—long term		193,000
Long term debt		135,986
Total liabilities		4,019,444
Stockholders’ equity:
Common stock; no par value, 1 share authorized and issued		25,565
Accumulated other comprehensive loss		(27,471	)
Retained earnings		3,494,438
Total stockholders’ equity		3,492,532
Total liabilities and stockholders’ equity	€	7,511,976

The accompanying notes are an integral part of the financial statements.

F-45

IMEREM Institute for Medical Research Management and Biometrics—
Institute für medizinisches Forschungsmanagement und
Biometrie—Ein unabhaengiges Forschungsunternehmen GmbH

Statement of Income
In Euros

	12 Months
	December 31, 2007
Service revenue	€	4,030,386
Other income		158,924
Total revenue		4,189,310
Direct costs		2,277,925
Selling, general, and administrative expenses		718,925
Depreciation and amortization		78,441
Income from operations		1,114,019
Interest expense		(45,071	)
Interest income		64,145
Income before provision for income taxes		1,133,093
Provision for income taxes		369,601
Net income	€	763,492

The accompanying notes are an integral part of the financial statements.

F-46

IMEREM Institute for Medical Research Management and Biometrics—
Institute für medizinisches Forschungsmanagement und Biometrie—Ein unabhaengiges Forschungsunternehmen GmbH

Statement of Stockholder’s Equity
In Euros

								Accumulated
								Other						Total
			Comprehensive					Comprehensive			Retained			Stockholder’s
	Share		Income			Amount		loss			Earnings			Equity
Balance at January 1, 2007		1	€	—		€	25,565	€	(20,877	)	€	2,800,946		€	2,805,634
Dividends to stockholder		—		763,492			—		—			(70,000	)		(70,000	)
Comprehensive income:
Net income		—					—		—			763,492			763,492
Unrealized loss on available-for-sale securities, net of tax		—					—		(6,594	)		—			(6,594	)
Total comprehensive income		—		(6,594	)		—		—			—			—
Balance at December 31, 2007		1		756,898		€	25,565	€	(27,471	)	€	3,494,438		€	3,492,532

The accompanying notes are an integral part of the financial statements.

F-47

IMEREM Institute for Medical Research Management and Biometrics—
Institute für medizinisches Forschungsmanagement und Biometrie—Ein unabhaengiges Forschungsunternehmen GmbH
Statement of Cash Flows
In Euros

	12 Months Ended
	December 31, 2007
Operating activities
Net income	€	763,486
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		78,441
Deferred tax provision (benefit)		(269,000	)
Increase in cash value of life insurance		(120,153	)
Changes in operating assets and liabilities:
Accounts receivable		(551,859	)
Unbilled revenue		319,923
Prepaid expenses and other current assets		172,084
Accounts payable		8,226
Accrued expenses		188,354
Customer deposits		276,338
Deferred revenue		157,067
Deferred compensation		56,599
Other liabilities		57,732
Net cash provided by operating activities		1,137,244
Investing activities
Change in restricted cash		(276,338	)
Proceeds from sale of investments		476,930
Purchase of intangible assets		(37,504	)
Purchase of property and equipment		(30,424	)
Net cash provided by investing activities		132,664
Financing activities
Principal payment on long-term debt		(119,522	)
Dividends		(70,000	)
Net cash used in financing activities		(189,522	)
Net change in cash		1,080,386
Cash and cash equivalents, beginning of period		577,082
Cash and cash equivalents, end of period	€	1,657,468

The accompanying notes are an integral part of the financial statements.

F-48

IMEREM Institute for Medical Research Management and Biometrics—
Institute für medizinisches Forschungsmanagement und Biometrie—
Ein unabhaengiges Forschungsunternehmen GmbH

Notes to Financial Statements
December 31, 2007

1. Nature of Business

IMEREM Institute for Medical Research Management and Biometrics—Institute für medizinisches Forschungsmanagement und Biometrie—Ein unabhaengiges Forschungsunternehmen GmbH (the “Company” or “Imerem”) is a Clinical Resource Organization (CRO), providing high-quality, efficient and flexible clinical development solutions to the pharmaceutical industry. The Company is able to leverage its high degree of clinical expertise, industry knowledge and specialization to reduce the expense and time frame of clinical development. The Company’s revenues are generated principally from customers located in Germany, while it does support clients and perform services in several European countries.

2. Significant Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Cash and Cash Equivalents

Cash and cash equivalents include highly liquid investments with an original maturity of three months or less from date of purchase.

Restricted Cash

The Company receives cash in advance from certain customers specifically for the payment of investigator fees relating to specific projects. Such amounts are recorded in restricted cash and short term customer deposits in the accompanying consolidated balance sheets.

Concentration of Credit Risk

Financial instruments, which potentially subject the Company to credit risk, consist principally of cash and accounts receivable. The Company performs periodic evaluations of the financial institutions in which its cash is invested. The majority of the Company’s revenues and accounts receivable are derived from pharmaceutical companies located in Germany. The Company’s four largest customers accounted for approximately 29%, 29%, 20% and 11% of service revenue during the year ended December 31, 2007.

The four largest customers represented approximately 35%, 12%, 20% and 8% of the accounts receivable balance at December 31, 2007. No other customers represented more than 10% of net service revenue or accounts receivable during the period. The Company provides an allowance for doubtful accounts based on experience and specifically identified risks. Accounts receivable are carried at amounts due from customers and charged off against the allowance for doubtful accounts when management determines that recovery is unlikely and the Company ceases collection efforts. At December 31, 2007, the allowance for doubtful accounts totaled approximately €11,000.

Marketable Securities

The Company determines the appropriate classification of its investments in equity securities at the time of purchase and reevaluates such determinations at each balance sheet date. Marketable equity securities are classified

F-49

as available for sale, and are carried at fair market value, with the unrealized gains and losses, net of tax, included in the determination of comprehensive income and reported in stockholder’s equity.

Property and Equipment

Property and equipment are recorded at cost. Expenditures for repairs and maintenance which do not extend the useful life of the related assets are charged to expense as incurred. Depreciation is computed using the straight-line method over the estimated useful lives of the assets ranging from 1 to 36 years.

Revenue and Cost Recognition

The majority of the Company’s service revenue is derived from fee-for-service contracts, some of which are fixed-price contracts. Revenues and the related costs of fee-for-service contracts are recognized in the period in which services are performed. Fixed-price contract revenue is recognized as services are performed. The Company measures progress for fixed price contracts using the concept of proportional performance based upon a unit-based output method. Under the unit-based output method, output units are pre-defined in the contract and revenue is recognized based upon completion of such output units. Revenue related to contract modifications is recognized when realization is assured and the amounts are reasonably determinable. Adjustments to contract estimates are made in the periods in which the facts that require the revisions become known. When the revised estimate indicates a loss, such loss is provided for in the financial statements during that period. No such losses were recognized in 2007. Deferred revenue represents amounts billed to customers in excess of revenue recognized.

Value Added Taxes

The Company accounts for value added taxes as a net component of selling, general, and administrative expenses in accordance with EITF 06-03, “How Taxes Collected from Customers and Remitted to Governmental Authorities Should be Presented in the Income Statement.”

Comprehensive Income

The Company’s comprehensive income was as follows (in Euros):

	Year
	Ended
	December 31,
	2007
Net income as reported	€	763,492
Other comprehensive income (loss):
Unrealized loss on available-for-sale securities, net of tax		(6,594	)
Comprehensive income	€	756,898

Income Taxes

Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

In July 2006, the Financial Accounting Standards Board (“FASB”) issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement 109 (FIN 48). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with Statement No. 109, Accounting for Income Taxes. FIN 48 prescribes a recognition threshold and measurement attribute for

F-50

the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on derecognition of tax benefits, classification on the balance sheet, interest and penalties, accounting in interim periods, disclosure, and transition.

In December 2008, the FASB provided for a deferral of the effective date of FIN 48 for certain nonpublic enterprises to annual financial statements for fiscal years beginning after December 15, 2008. The Company has elected this deferral and accordingly will be required to adopt FIN 48 in its 2009 annual financial statements. Prior to adoption of FIN 48, the Company will continue to evaluate its uncertain tax positions and related income tax contingencies under Statement No. 5, Accounting for Contingencies. SFAS No. 5 requires the Company to accrue for losses it believes are probable and can be reasonably estimated. The Company does not expect the adoption of FIN 48 to have a material impact on its financial condition or results of operations.

Recently Issued Accounting Pronouncements

In September 2006 the FASB issued Statement of Financial Accounting Standards No. 157, “Fair Value Measurements (SFAS No. 157).” SFAS No. 157 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurement. SFAS No. 157 also emphasizes that fair value is a market-based measurement, not an entity-specific measurement, and sets out a fair value hierarchy with the highest priority being quoted prices in active markets. Under SFAS No. 157, fair value measurements are disclosed by level within that hierarchy. In February 2008, the FASB issued FASB Staff Position No. 157-2, “Effective Date of FASB Statement No. 157,” which permits a one-year deferral for the implementation of SFAS No. 157 with regard to nonfinancial assets and liabilities that are not recognized or disclosed at fair value in the financial statements on a recurring basis. The Company adopted SFAS No. 157 for the fiscal year beginning January 1, 2008, except for nonfinancial assets and nonfinancial liabilities that are recognized or disclosed at fair value in the financial statements on a nonrecurring basis for which delayed application is permitted until our fiscal year beginning January 1, 2009. The Company is currently assessing the potential effect of the adoption of the remaining provisions of SFAS No. 157 on its financial position, results of operations and cash flows.

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities—Including an amendment of FASB Statement No. 115,” or SFAS No. 159. This standard permits, but does not require, all entities to choose to measure eligible items at fair value at specified election dates. For items for which the fair value option has been elected, an entity would report unrealized gains and losses in earnings at each subsequent reporting date. SFAS No. 159 is effective as of the beginning of an entity’s first fiscal year beginning after November 15, 2007. The Company is not electing to adopt the provisions permitting the measurement of eligible financial assets and liabilities at January 1, 2008 using the fair value option.

In June 2007, the FASB reached a consensus on EITF Issue No. 07-03, “Accounting for Nonrefundable Advance Payments for Goods or Services to Be Used in Future Research and Development Activities.” EITF 07-03 requires companies to defer and capitalize, until the goods have been delivered or the related services have been rendered, non-refundable advance payments for goods that will be used or services that will be performed in future research and development activities. EITF 07-03 is effective for fiscal years beginning after December 15, 2007. The Company does not expect EITF 07-03 will have a material impact on its financial condition or results of operations.

In December 2007, the FASB reached a consensus on EITF Issue No. 07-01, “Accounting for Collaborative Arrangements.” EITF 07-01 defines collaborative arrangements and establishes reporting requirements for transactions between participants in a collaborative arrangement and between participants in the arrangement and third parties. EITF 07-01 also establishes the appropriate income statement presentation and classification for joint operating activities and payments between participants, as well as the required disclosures related to these arrangements. EITF 07-01 is effective for fiscal years beginning after December 15, 2008. The Company does not expect EITF 07-01 will have a material impact on its financial condition or results of operations.

In December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business Combinations,” or SFAS 141(R). FAS 141(R) expands the definition of a business and a business combination, requires that: the purchase price of an acquisition, including the issuance of equity securities to be determined on the acquisition date, be recorded at fair value at the acquisition date; all assets, liabilities, contingent consideration, contingencies and in-process

F-51

research and development costs of an acquired business be recorded at fair value at the acquisition date; acquisition costs generally be expensed as incurred; restructuring costs generally be expensed in periods subsequent to the acquisition date; and changes be made in accounting for deferred tax asset valuation allowances and acquired income tax uncertainties after the measurement period to impact income tax expense. SFAS 141(R) applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. The Company does not expect SFAS 141(R) will have a material impact on its financial condition or results of operations.

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements—an amendment of ARB No. 51,” or SFAS 160. SFAS 160 amends ARB 51 to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. An ownership interest in subsidiaries held by parties other than the parent should be presented in the consolidated statement of financial position within equity, but separate from the parent’s equity. SFAS 160 requires that changes in a parent’s ownership interest while the parent retains its controlling financial interest in its subsidiary should be accounted for similarly to equity transactions. When a subsidiary is deconsolidated, any retained noncontrolling equity investment should be initially measured at fair value, with any gain or loss recognized in earnings. SFAS 160 requires consolidated net income to be reported at amounts that include the amounts attributable to both the parent and the noncontrolling interest. It also requires disclosure, on the face of the consolidated income statement, of the amounts of consolidated net income attributable to the parent and to the noncontrolling interests. SFAS 160 is effective for fiscal years, including interim periods within those fiscal years, beginning on or after December 15, 2008. The Company does not expect SFAS 160 will have a material impact on its financial condition or results of operations.

3. Property and Equipment

Property and equipment consist of the following (in Euros):

		December 31,
	Useful life	2007
Buildings	36 years	€	586,009
Furniture and fixtures	1-15 years		114,567
			700,576
Less accumulated depreciation			(41,143	)
		€	659,433

4. Marketable Securities

Available-for-sale securities consist primarily of debt securities that are due within one to three years. Net unrealized holding losses on available-for-sale securities in the amount of €9,594, net of tax of €3,000 for the year ended December 31, 2007 have been included in accumulated other comprehensive income. Proceeds from the sale of available-for-sale securities totaled €476,930 for the year ended December 31, 2007. The specific identification method is used to measure the cost of securities sold. There were no realized gains or losses on those sales.

The following is a summary of investments in available-for-sale debt securities (in Euros):

	Year Ended
	December 31,
	2007
Amortized Cost	€	1,136,000
Gross unrealized losses		(40,471	)
Fair value	€	1,095,529

F-52

5. Long Term Debt

The Company has a term note payable to a bank expiring March 31, 2012. The note is collateralized by a building, is guaranteed by the sole shareholder of the Company and bears interest at 5.25%. The balance of the note was paid in full in July 2007.

The Company also has a term note payable to a bank expiring January 31, 2014. The note is collateralized by a building, is guaranteed by the sole shareholder of the Company and bears interest at 5.20% At December 31, 2007 the outstanding balance on this note totaled €157,340.

Aggregate maturities of long-term debt for the years ending December 31, 2008 through 2013 and beyond are as follows (in Euros):

2008	€	21,354
2009		23,405
2010		24,651
2011		25,964
2012		27,364
2013 and beyond		34,602
	€	157,340
Current maturities		21,354
	€	135,986

6. Retirement Plan

The Company maintains a defined benefit retirement plan (Plan), which covers only the Company’s Managing Director and sole shareholder as defined in the Plan. Under the Plan, actuarial calculations are performed annually by Bayern—Versicherung to calculate the amount required to fund the Plan in order to meet the terms of the guaranteed payout over the expected life of the participant. This provision has been endowed with a life insurance policy on the Company’s sole shareholder for the full amount in accordance with all applicable local tax laws and in accordance with the terms of the Plan as of December 31, 2007. The Company’s sole shareholder has a lien against the life insurance policy in the event of non-payment of the amount due under the retirement plan.

7. Income Taxes

Income before income taxes consists of the following components (in Euros):

	Year Ended
	December 31,
	2007
Income before income taxes	€	1,133,093

The provision for income taxes is as follows:

	Year Ended
	December 31,
	2007
Current:	€	638,601
Deferred:		(269,000	)
Total	€	369,601

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets

F-53

and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities are as follows:

	Year Ended
	December 31,
	2007
Current deferred tax assets:
Customer deposits	€	115,000
Other		23,000
		138,000
Gross deferred tax liabilities:
Unbilled/deferred revenues		279,000
Accrued expenses		35,000
Other		8,000
		322,000
Net deferred tax liabilities	€	(184,000	)
Presented in the accompanying balance sheet as follows:
Long-term deferred tax assets	€	9,000
Current deferred tax liabilities		(193,000	)
Long-term deferred tax liabilities		—
	€	(184,000	)

8. Commitments

The Company uses certain equipment under various operating leases.

Future minimum lease payments subsequent to December 31, 2007 under non-cancelable operating leases are as follows (in Euros):

	Operating
	Leases
2008	€	42,462
2009		26,146
2010		9,382
Total minimum lease payments	€	77,990

Lease expense is included in selling, general, and administrative expenses in the accompanying statements of income and totaled approximately €49,500 for the year ended December 31, 2007.

9. Related Party Transactions

During 2007, the Company extended several interest free loans to other companies, where the sole stockholder of the Company was also a stockholder. The loans totaled approximately €70,000 and have been recorded as dividends in the accompanying financial statements.

In September 2005, the sole stockholder of the Company loaned the Company €350,000. During 2007, the sole stockholder of the Company made various advances to the Company which have been added to the balance due to stockholder. Interest accrues on the entire balance due to stockholder at a rate of 4% and has been added to the balance due to stockholder. Interest expense related to the loans and advances included in the accompanying

F-54

statement of income totaled €22,908 for the year ended December 31, 2007. The loan and advances are due on demand.

10. Cash Flows Information

Supplemental information relative to the statements of cash flows for the year ended December 31, 2007 is as follows (in Euros):

	Year Ended
	December 31,
	2007
Supplemental disclosures of cash flows information:
Cash payments for:
Interest	€	11,437
Taxes	€	321,129

11. Subsequent Events

On December 22, 2008 the stockholder of Imerem sold 100% of his interest in the Company to an unrelated party.

F-55

IMEREM Institute for Medical Research Management and Biometrics—
Institute für medizinisches Forschungsmanagement und
Biometrie—Ein unabhaengiges Forschungsunternehmen GmbH

Unaudited Condensed Balance Sheet
In Euros

	September 30, 2008
	(unaudited)
Assets
Current assets:
Cash and cash equivalents	€	1,480,833
Restricted cash		251,842
Unbilled revenues		766,682
Accounts receivable, less allowance for doubtful accounts		1,224,583
Prepaid expenses and other current assets		130,679
Total current assets		3,854,619
Intangible assets, net		56,004
Property and equipment, net		640,041
Cash surrender value of life insurance		725,720
Total assets	€	5,276,384
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	€	171,610
Accrued expenses		248,746
Customer deposits		251,842
Deferred revenue		537,429
Due to stockholder		454,183
Total current liabilities		1,663,810
Deferred compensation		612,078
Deferred income taxes—long term		188,386
Long term debt		135,986
Total liabilities		2,600,260
Stockholders’ equity:
Common stock		25,565
Comprehensive income		(27,471	)
Retained earnings		2,678,030
Total stockholders’ equity		2,676,124
Total liabilities and stockholders’ equity	€	5,276,384

The accompanying notes are an integral part of the financial statements.

F-56

IMEREM Institute for Medical Research Management and Biometrics—
Institute für medizinisches Forschungsmanagement und Biometrie—Ein unabhaengiges Forschungsunternehmen GmbH

Unaudited Condensed Statements of Income
In Euros

	Nine Months Ended September 30,
	2008			2007
	(unaudited)
Service revenue	€	2,551,850		€	3,022,790
Other Income		36,788			119,193
Total revenue		2,588,638			3,141,983
Direct costs		1,527,711			1,708,444
Selling, general, and administrative expenses		528,430			539,198
Depreciation and amortization		53,449			58,831
Income from operations		479,048			835,510
Interest expense		(32,000	)		(33,803	)
Interest income		99,820			44,647
Gain due to financial investments		—			3,462
Net income before provision for income taxes		546,868			849,815
Provision for income taxes		207,810			277,201
Net income	€	339,058		€	572,615

The accompanying notes are an integral part of the financial statements.

F-57

IMEREM Institute for Medical Research Management and Biometrics—
Institute für medizinisches Forschungsmanagement und Biometrie—Ein unabhaengiges Forschungsunternehmen GmbH

Unaudited Condensed Statements of Cash Flows
In Euros

	Nine Months Ended September 30,
	2008			2007
	(unaudited)
Operating activities
Net income	€	339,058		€	572,615
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization		53,449			56,306
Deferred tax expense (benefit)		4,386			(272,000	)
Changes in operating assets and liabilities:
Accounts receivable		130,725			(551,859	)
Unbilled revenue		595,142			19,923
Increase in cash value of life insurance		—			56,599
Prepaid expenses and other current assets		(2,853	)		122,084
Other assets		(131,424	)		(21,029	)
Accounts payable		156,374			8,230
Accrued expenses		(56,707	)		(190,308	)
Customer deposits		(436,006	)		99,999
Deferred revenue		(122,425	)		57,067
Other liabilities		(623,149	)		53,838
Net cash used in operating activities		(93,430	)		(45,134	)
Investing activities
Change in restricted cash		436,007			(100,000	)
Change in short term investments		1,165,529			167,401
Change in intangible assets		(17,558	)		(207	)
Purchase of property and equipment		(34,057	)		(42,729	)
Net cash provided by investing activities		1,549,921			24,465
Financing activities
Net repayments on lines of credit		—			(115,628	)
Dividends		(1,300,468	)		—
Shareholder loan		(332,658	)		22,908
Net cash used in financing activities		(1,633,126	)		(36,121	)
Net change in cash		(176,635	)		(63,384	)
Cash and cash equivalents, beginning of period		1,657,468			577,082
Cash and cash equivalents, end of period	€	1,480,833		€	513,698
Supplemental disclosures of cash flow information
Cash paid during the period for:
Income taxes	€	510,181		€	701,396

The accompanying notes are an integral part of the financial statements.

F-58

IMEREM Institute for Medical Research Management and Biometrics—
Institute für medizinisches Forschungsmanagement und
Biometrie—Ein unabhaengiges Forschungsunternehmen GmbH

Notes to Unaudited Condensed Financial Statements
September 30, 2008

1. Nature of Business

IMEREM Institute for Medical Research Management and Biometrics—Institute für medizinisches Forschungsmanagement und Biometrie—Ein unabhaengiges Forschungsunternehmen GmbH (the “Company” or “Imerem”) is a Clinical Resource Organization (CRO), providing high-quality, efficient and flexible clinical development solutions to the pharmaceutical industry. The Company is able to leverage its high degree of clinical expertise, industry knowledge and specialization to reduce the expense and time frame of clinical development. The Company’s revenues are generated principally from customers located in Germany, while it does support clients and perform services in several European countries.

2. Significant Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Cash and Cash Equivalents

Cash and cash equivalents include highly liquid investments with an original maturity of three months or less from date of purchase.

Restricted Cash

The Company receives cash in advance from certain customers specifically for the payment of investigator fees relating to specific projects. Such amounts are recorded in restricted cash and short term customer deposits in the accompanying consolidated balance sheets.

Concentration of Credit Risk

Financial instruments, which potentially subject the Company to credit risk, consist principally of cash and accounts receivable. The Company performs periodic evaluations of the financial institutions in which its cash is invested. The majority of the Company’s revenues and accounts receivable are derived from pharmaceutical companies located in Germany. The Company’s four largest customers accounted for approximately 26%, 22%, 19% and 19% of service revenue during the nine months ended September 30, 2008, the Company’s four largest customers accounted for approximately 29%, 29%, 20% and 11% of service revenue during the nine months ended September 30, 2007.

The four largest customers represented approximately 29%, 20%, 10% and 9% of the accounts receivable balance at September 30, 2008. No other customers represented more than 10% of net service revenue or accounts receivable during those periods or at those times. The Company provides an allowance for doubtful accounts based on experience and specifically identified risks. Accounts receivable are carried at amounts due from customers and charged off against the allowance for doubtful accounts when management determines that recovery is unlikely and the Company ceases collection efforts. During the periods contained within, the Company had not identified any specific risks, and therefore no allowance for doubtful accounts was booked.

F-59

Marketable Securities

The Company determines the appropriate classification of its investments in equity securities at the time of purchase and reevaluates such determinations at each balance-sheet date marketable equity securities are classified as available for sale, and are carried at fair market value, with the unrealized gains and losses, net of tax, included in the determination of comprehensive income and reported in shareholders’ equity.

Property and Equipment

Property and equipment are recorded at cost. Expenditures for repairs and maintenance which do not extend the useful life of the related assets are charged to expense as incurred. Depreciation is computed using the straight-line method over the estimated useful lives of the assets ranging from 1 to 36 years.

Revenue and Cost Recognition

The majority of the Company’s service revenue is derived from fee-for-service contracts, some of which are fixed-price contracts. Revenues and the related costs of fee-for-service contracts are recognized in the period in which services are performed. Fixed-price contract revenue is recognized as services are performed. The Company measures progress for fixed price contracts using the concept of proportional performance based upon a unit-based output method. Under the unit-based output method, output units are pre-defined in the contract and revenue is recognized based upon completion of such output units. Revenue related to contract modifications is recognized when realization is assured and the amounts are reasonably determinable. Adjustments to contract estimates are made in the periods in which the facts that require the revisions become known. When the revised estimate indicates a loss, such loss is provided for in the financial statements during that period. No such losses were recognized in 2008 or 2007. Deferred revenue represents amounts billed to customers in excess of revenue recognized. Accounts receivable from customers, which represent deposits to be applied to customer invoices in future years or returned to the customer upon expiration of the contract are recorded in long term customer deposits.

Comprehensive Income

The Company’s comprehensive income was as follows:

	Nine Months Ended September 30,
	2008		2007
Net income as reported	€	339,058	€	572,615
Other comprehensive loss:
Unrealized loss on available-for-sale securities, net of tax		—		(6,594	)
Comprehensive income	€	339,058	€	566,021

Recently Issued Accounting Pronouncements

See Note 2 to the audited financial statements for the fiscal year ended December 31, 2007.

F-60

3. Property and Equipment

Property and equipment consist of the following:

			September 30,
	Useful life		2008
Buildings		36 years	€	586,009
Furniture and fixtures		1-15 years		109,437
				695,446
Less accumulated depreciation				(55,405	)
			€	640,041

4. Long Term Debt

The Company has a term note payable to a bank expiring March 31, 2012. The note is secured by a building, is guaranteed by the sole shareholder of the Company and bears interest at 5.25%. The balance of the note was paid in full in July 2007.

The Company also has a term note payable to a bank expiring January 31, 2014. The note is collateralized by a building, is guaranteed by a the sole shareholder of the Company and bears interest at 5.20% At December 31, 2007, the outstanding balance on this note totaled €157,340.

Aggregate maturities of long-term debt for the years ending December 31, 2008 through 2013 and beyond are as follows (in Euros):

2008	€	21,354
2009		23,405
2010		24,651
2011		25,964
2012		27,364
2013 and beyond		34,602
	€	157,340
Current maturities		21,354
	€	135,986

5. Retirement Plan

The Company maintains a defined benefit retirement plan (Plan), which covers only the Company’s Managing Director and sole shareholder as defined in the Plan. Under the Plan, actuarial calculations are performed annually by Bayern—Versicherung to calculate the amount required to fund the Plan in order to meet the terms of the guaranteed payout over the expected life of the participant. This provision has been endowed with a life insurance policy on the Company’s sole shareholder for the full amount in accordance with all applicable local tax laws and in accordance with the terms of the Plan as of December 31, 2007. The Company’s sole shareholder has a lien against the life insurance policy in the event of non-payment of the amount due under the retirement plan.

F-61

6. Commitments and Contingencies

The Company uses certain equipment under various operating leases.

Future minimum lease payments subsequent to December 31, 2007 under non-cancelable operating leases are as follows:

	Operating
	Leases
2008	€	10,661
2009		26,146
2010		9,382
Total minimum lease payments	€	46,189

7. Subsequent Events

On December 22, 2008 the shareholder of Imerem sold 100% of his interest in the Company to an unrelated party.

F-62

Independent Auditor’s Report

The Board of Directors and Stockholders

Infociencia S.L. and Infociencia Clinical Research S.L.

We have audited the accompanying combined balance sheet of Infociencia S.L. and Infociencia Clinical Research S.L. as of December 31, 2007, and the related combined statements of operations, stockholders equity and cash flows for the year then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the combined financial position of Infociencia S.L. and Infociencia Clinical Research S.L. as of December 31, 2007, and the combined results of their operations and their cash flows for the year then ended,, in conformity with accounting principles generally accepted in the United States.

/s/ McGladrey & Pullen, LLP

Chicago, Illinois

March 9, 2009

F-63

Infociencia S.L. and Infociencia Clinical Research S.L.

Combined Balance Sheet

In Euros

	December 31,
	2007
Assets
Current assets:
Cash and cash equivalents	€	352,501
Restricted cash		4,586,862
Available for sale securities		256,772
Accounts receivable		3,100,389
Grant receivable		1,559,135
Income tax receivable		32,866
Due from stockholders		300,000
Prepaid expenses and other current assets		18,074
Total current assets		10,206,599
Intangible assets		11,839
Equipment, net		184,442
Other current assets		20,204
Total assets	€	10,423,084
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable		2,242,577
Customer deposits		4,025,516
Accrued expenses		769,827
Deferred revenue		138,873
Other current liabilities		58,110
Total current liabilities		7,234,903
Grant debt		809,009
Total liabilities		8,043,912
Stockholders’ equity:
Common stock; €1 par value; 416,278 shares authorized, issued and outstanding		416,278
Additional paid in capital		106,605
Retained earnings		1,856,289
Total stockholders’ equity		2,379,172
Total liabilities and stockholders’ equity	€	10,423,084

The accompanying notes are an integral part of the financial statements.

F-64

Infociencia S.L. and Infociencia Clinical Research S.L.

Combined Statement of Income

In Euros

	12 Months Ended
	December 31, 2007
Service revenue	€	6,176,375
Reimbursement revenue		6,817,885
Other revenue		654,666
Total revenue		13,648,926
Direct costs		3,054,183
Reimbursable out-of-pocket costs		6,817,885
Selling, general, and administrative expenses		2,522,329
Depreciation and amortization		70,587
Income from operations		1,263,942
Interest expense		1,412
Loss on disposal of assets		462
Realized loss on available for sale securities		107,797
Other income		156,262
Income before provision for income taxes		1,230,533
Provision for income taxes		288,597
Net income	€	941,936

The accompanying notes are an integral part of the financial statements.

F-65

Infociencia S.L. and Infociencia Clinical Research S.L.

Combined Statement of Stockholders’ Equity

In Euros

								Accumulated
						Additional		Other						Total
	Comprehensive			Common		Paid In		Comprehensive			Retained			Stockholders’
	Income			Stock		Capital		Income (loss)			Earnings			Equity
Balance at January 1, 2007	€	—		€	416,278	€	106,605	€	9,470		€	1,103,592		€	1,635,945
Dividends		—			—		—		—			(189,239	)		(189,239	)
Comprehensive income:
Net income		941,936			—		—		—			941,936			941,936
Other comprehensive income:
Unrealized gain on available-for-sale securities, net tax		(9,470	)		—		—		(9,470	)		—			(9,470	)
Comprehensive income		932,466			—		—		—			—			—
Balance at December 31, 2007				€	416,278	€	106,605	€	—		€	1,856,289		€	2,379,172

The accompanying notes are an integral part of the financial statements.

F-66

Infociencia S.L. and Infociencia Clinical Research S.L.

Combined Statement of Cash Flows

In Euros

	12 Months Ended
	December 31, 2007
Operating activities
Net income	€	941,936
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		70,587
Realized loss on available for sale securities		107,797
Changes in operating assets and liabilities:
Accounts receivable		(547,135	)
Income taxes receivable		68,247
Grants receivable		(1,187,892	)
Prepaid expenses and other current assets		36,596
Other assets		(4,116	)
Accounts payable		213,426
Customer deposits		913,958
Accrued expenses		242,795
Deferred revenue		(3,599	)
Other current liabilities		12,229
Other liabilities		250,942
Net cash provided by operating activities		1,115,771
Investing activities
Restricted cash		(915,238	)
Intangible assets		(1,697	)
Due from stockholders		(300,000	)
Purchase of equipment		(105,000	)
Net cash used in investing activities		(1,321,935	)
Financing activities
Dividends		(189,239	)
Net cash used in financing activities		(189,239	)
Net change in cash		(395,403	)
Cash and cash equivalents, beginning of period	€	747,904
Cash and cash equivalents, end of period	€	352,501
Supplemental disclosures of cash flow information
Cash paid during the period for:
Income taxes	€	163,930

F-67

Infociencia S.L. and Infociencia Clinical Research S.L.

Notes to Combined Financial Statements

December 31, 2007

1. Nature of Business

Infociencia S.L. and Infociencia Clinical Research S.L. (referred to collectively as the “Company” or “Infociencia”) are Clinical Resource Organization’s (CRO’s), providing high-quality, efficient and flexible clinical development solutions to the pharmaceutical industry. The Company is able to leverage its high degree of clinical expertise, industry knowledge and specialization to reduce the expense and time frame of clinical development. The Company’s revenues are generated principally from customers located in Spain, while it does support clients and perform services in several European countries.

2. Significant Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Cash and Cash Equivalents

Cash and cash equivalents include highly liquid investments with an original maturity of three months or less from date of purchase.

Restricted Cash

The Company receives cash in advance from certain customers specifically for the payment of investigator fees relating to specific projects. Such amounts are recorded in restricted cash and short term customer deposits in the accompanying consolidated balance sheets.

Concentration of Credit Risk

Financial instruments, which potentially subject the Company to credit risk, consist principally of cash and accounts receivable. The Company performs periodic evaluations of the financial institutions in which its cash is invested. The majority of the Company’s revenues and accounts receivable are derived from pharmaceutical companies located in Spain. The Company’s two largest customers accounted for approximately 17% and 14% of service revenue during the year ended December 31, 2007.

The two largest customers represented approximately 7% and 0% of the accounts receivable balance at December 31, 2007 while three other customers represented approximately 47%, 16% and 15% of the accounts receivable balance at December 31, 2007. No other customers represented more than 10% of net service revenue or accounts receivable during the period. The Company provides an allowance for doubtful accounts based on experience and specifically identified risks. Accounts receivable are carried at amounts due from customers and charged off against the allowance for doubtful accounts when management determines that recovery is unlikely and the Company ceases collection efforts. During the period contained within, the Company had not identified any specific risks, and therefore no allowance for doubtful accounts has been recorded.

Grant Receivable

Grant receivables mainly include receivables from government bodies related to research and development grants. When the grants are approved, the Company records a receivable for the total amount of the grant. Income is recognized upon receipt of official communication from the public entity granting the subsidy. The projects are

F-68

typically completed in the year the grants are received. When a project overlaps a year-end, a reasonable average for the split of work load is determined.

Principles of Combination

The combined financial statements include the accounts of Infociencia S.L and Infociencia Clinical Research S.L., which are under common ownership. All significant intercompany balances and transactions have been eliminated in combination.

Marketable Securities

The Company determines the appropriate classification of its investments in debt securities at the time of purchase and reevaluates such determination at each-balance sheet date Marketable debt securities are classified as available for sale, and are carried at fair market value, with the unrealized gains and losses, net of tax, included in the determination of comprehensive income and reported in stockholders equity.

Equipment

Equipment is recorded at cost. Expenditures for repairs and maintenance which do not extend the useful life of the related assets are charged to expense as incurred. Depreciation is computed using the straight-line method over the estimated useful lives of the assets ranging from 1 to 10 years.

Revenue and Cost Recognition

The majority of the Company’s service revenue is derived from fee-for-service contracts, some of which are fixed-price contracts. Revenues and the related costs of fee-for-service contracts are recognized in the period in which services are performed. Fixed-price contract revenue is recognized as services are performed. The Company measures progress for fixed price contracts using the concept of proportional performance based upon a unit-based output method. Under the unit-based output method, output units are pre-defined in the contract and revenue is recognized based upon completion of such output units. Revenue related to contract modifications is recognized when realization is assured and the amounts are reasonably determinable. Adjustments to contract estimates are made in the periods in which the facts that require the revisions become known. When the revised estimate indicates a loss, such loss is provided for in the financial statements during that period. No such losses were recognized in 2007. Deferred revenue represents amounts billed to customers in excess of revenue recognized. Accounts receivable from customers, which represent deposits to be applied to customer invoices in future years or returned to the customer upon expiration of the contract are recorded in long term customer deposits.

In connection with the management of clinical trials, the Company pays, on behalf of its clients, fees to investigators and test subjects as well as other out-of-pocket costs for items such as travel, printing, meetings and couriers. The Company’s clients reimburse the Company for these costs. As required by EITF 01-14, amounts paid by the Company as a principal for out-of-pocket costs are included in direct costs as reimbursable out-of-pocket expenses and the reimbursements the Company receives as a principal are reported as reimbursed out-of-pocket revenue. In the statements of operations, the Company combines amounts paid by the Company as an agent for out-of-pocket costs with the corresponding reimbursements, or revenue, the Company receives as an agent. During the year ended December 31, 2007 fees paid to investigators and other fees the Company paid as an agent and the associated reimbursements were approximately €6,818,000.

Reporting Currency

The reporting currency of the Company is the Euro.

Income Taxes

The Company accounts for income taxes using an asset and liability approach which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and amounts reportable for income tax

F-69

purposes. The Company recognizes deferred tax assets on deductible temporary differences and deferred tax liabilities on taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. As those differences reverse, they will enter into the determination of future taxable income included in the consolidated tax returns. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

In July 2006, the Financial Accounting Standards Board (“FASB”) issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement 109 (FIN 48). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with Statement No. 109, Accounting for Income Taxes. FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on derecognition of tax benefits, classification on the balance sheet, interest and penalties, accounting in interim periods, disclosure, and transition.

In December 2008, the FASB provided for a deferral of the effective date of FIN 48 for certain nonpublic enterprises to annual financial statements for fiscal years beginning after December 15, 2008. The Company has elected this deferral and accordingly will be required to adopt FIN 48 in its 2009 annual financial statements. Prior to adoption of FIN 48, the Company will continue to evaluate its uncertain tax positions and related income tax contingencies under Statement No. 5, Accounting for Contingencies. SFAS No. 5 requires the Company to accrue for losses it believes are probable and can be reasonably estimated. The Company does not expect the adoption of FIN 48 to have a material impact on its financial condition or results of operations.

Recently Issued Accounting Pronouncements

In September 2006 the FASB issued Statement of Financial Accounting Standards No. 157, “Fair Value Measurements (SFAS No. 157).” SFAS No. 157 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurement. SFAS No. 157 also emphasizes that fair value is a market-based measurement, not an entity-specific measurement, and sets out a fair value hierarchy with the highest priority being quoted prices in active markets. Under SFAS No. 157, fair value measurements are disclosed by level within that hierarchy. In February 2008, the FASB issued FASB Staff Position No. 157-2, “Effective Date of FASB Statement No. 157,” which permits a one-year deferral for the implementation of SFAS No. 157 with regard to nonfinancial assets and liabilities that are not recognized or disclosed at fair value in the financial statements on a recurring basis. The Company adopted SFAS No. 157 for the fiscal year beginning January 1, 2008, except for nonfinancial assets and nonfinancial liabilities that are recognized or disclosed at fair value in the financial statements on a nonrecurring basis for which delayed application is permitted until our fiscal year beginning January 1, 2009. The Company is currently assessing the potential effect of the adoption of the remaining provisions of SFAS No. 157 on its financial position, results of operations and cash flows.

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities—Including an amendment of FASB Statement No. 115,” or SFAS No. 159. This standard permits, but does not require, all entities to choose to measure eligible items at fair value at specified election dates. For items for which the fair value option has been elected, an entity would report unrealized gains and losses in earnings at each subsequent reporting date. SFAS No. 159 is effective as of the beginning of an entity’s first fiscal year beginning after November 15, 2007. The Company is not electing to adopt the provisions permitting the measurement of eligible financial assets and liabilities at January 1, 2008 using the fair value option.

In June 2007, the FASB reached a consensus on EITF Issue No. 07-03, “Accounting for Nonrefundable Advance Payments for Goods or Services to Be Used in Future Research and Development Activities.” EITF 07-03 requires companies to defer and capitalize, until the goods have been delivered or the related services have been rendered, non-refundable advance payments for goods that will be used or services that will be performed in future research and development activities. EITF 07-03 is effective for fiscal years beginning after December 15, 2007. The Company does not expect EITF 07-03 will have a material impact on its financial condition or results of operations.

In December 2007, the FASB reached a consensus on EITF Issue No. 07-01, “Accounting for Collaborative

F-70

Arrangements.” EITF 07-01 defines collaborative arrangements and establishes reporting requirements for transactions between participants in a collaborative arrangement and between participants in the arrangement and third parties. EITF 07-01 also establishes the appropriate income statement presentation and classification for joint operating activities and payments between participants, as well as the required disclosures related to these arrangements. EITF 07-01 is effective for fiscal years beginning after December 15, 2008. The Company does not expect EITF 07-01 will have a material impact on its financial condition or results of operations.

In December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business Combinations,” or SFAS 141(R). FAS 141(R) expands the definition of a business and a business combination, requires that: the purchase price of an acquisition, including the issuance of equity securities to be determined on the acquisition date, be recorded at fair value at the acquisition date; all assets, liabilities, contingent consideration, contingencies and in-process research and development costs of an acquired business be recorded at fair value at the acquisition date; acquisition costs generally be expensed as incurred; restructuring costs generally be expensed in periods subsequent to the acquisition date; and changes be made in accounting for deferred tax asset valuation allowances and acquired income tax uncertainties after the measurement period to impact income tax expense. SFAS 141(R) applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. The Company does not expect SFAS 141(R) will have a material impact on its financial condition or results of operations.

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements—an amendment of ARB No. 51,” or SFAS 160. SFAS 160 amends ARB 51 to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. An ownership interest in subsidiaries held by parties other than the parent should be presented in the consolidated statement of financial position within equity, but separate from the parent’s equity. SFAS 160 requires that changes in a parent’s ownership interest while the parent retains its controlling financial interest in its subsidiary should be accounted for similarly to equity transactions. When a subsidiary is deconsolidated, any retained noncontrolling equity investment should be initially measured at fair value, with any gain or loss recognized in earnings. SFAS 160 requires consolidated net income to be reported at amounts that include the amounts attributable to both the parent and the noncontrolling interest. It also requires disclosure, on the face of the consolidated income statement, of the amounts of consolidated net income attributable to the parent and to the noncontrolling interests. SFAS 160 is effective for fiscal years, including interim periods within those fiscal years, beginning on or after December 15, 2008. The Company does not expect SFAS 160 will have a material impact on its financial condition or results of operations.

3. Equipment

Equipment consists of the following (in Euros):

	Useful life	December 31, 2007
Furniture and fixtures	1 to 10 years	€	314,697
Less accumulated depreciation			(130,255	)
		€	184,442

4. Marketable Securities

Available-for-sale securities consist primarily of debt securities that are due within three to ten years. During 2007, the Company recognized € 107,797 of other-than-temporary impairment losses on available-for-sale securities. The impairment charges for the Marketable securities were recognized in light of significant subsequent loss on sale of securities in 2008. This created a new adjusted cost basis of €256,772.

The following is a summary of investments in available-for-sale debt securities (in Euros):

	Year Ended
	December 31, 2007
Amortized Cost	€	256,772
Fair value	€	256,772

F-71

5. Grant Debt

The Company has numerous outstanding grant loans from government institutions. These loans bear zero interest and have a two-year grace period for payments. The Company is not required to pay back the government as long as they submit qualifying expenses.

The aggregate amounts of remaining payments required on all long-term grant debt at December 31, 2007, are as follows (in Euros):

2009	€	94,299
2010		94,299
2011		137,344
2012		137,344
2013		137,344
Thereafter		208,379
	€	809,009

6. Stockholder’s Equity

Components of stockholder’s equity at December 31, 2007 is presented below.

	Year Ended
	December 31,
	2007
Common stock, Infociencia SL:
€1 par value; authorized 398,278 shares;	€	398,278
issued and outstanding 398,278 shares
Common stock, Infociencia Clinical Research S.L.:
€1 par value; authorized 18,000 shares;
issued and outstanding 398,278 shares		18,000
	€	416,278
Additional paid-in capital, Infociencia SL	€	106,605
Accumulated other comprehensive income, Infociencia SL	€	—
Retained Earnings:	€	1,856,289

7. Income Taxes

Income before income taxes consists of the following component (in Euros):

	Year Ended
	December 31,
	2007
Income before income taxes	€	1,230,533

The provision for income taxes is as follows (in Euros):

	Year Ended
	December 31,
	2007
Provision for income taxes	€	288,597

F-72

The income tax provision differs from the amount of income tax determined by applying statutory federal income tax rate to pretax income from continuing operations for the year ended December 31, 2007, due to the following (in Euros):

	2007
Computed tax	€	430,687
Decrease in income taxes from tax credits		(142,090	)
Total	€	288,597

8. Commitments

The Company uses certain equipment under various operating leases.

Future minimum lease payments subsequent to December 31, 2007 under non-cancelable operating leases are as follows (in Euros):

	Operating
	Leases
2008	€	7,944
2009		9,468
2010		9,468
2011		9,468
2012		6,258
Thereafter		3,045
Total minimum lease payments	€	37,707

Rent expense under the non-cancelable operating leases for the year ended December 31, 2007 was € 9,292.

In addition to the operating leases listed above, the Company leases office space in two locations. The office space is leased on a month to month agreement, and can be cancelled without penalty at any time. Rent expense under such arrangements was approximately € 99,715 during the year ended December 31, 2007.

The Company is involved in various claims incidental to the conduct of its business. Management does not believe that any such claims to which the Company is a party, both individually and in the aggregate, will have a material adverse effect on the Company’s financial position or results of operations.

9. Related Party Transactions (in Euros)

During November 2007, the Company extended three interest bearing loans to the major stockholders of Infociencia. There was a €100,000 loan made to each major shareholder at 5% interest rate. The Company had earned interest income of €2,500 in 2007. The loans are due in full in March 2008.

10. Subsequent Events (in Euros)

During 2008, the Company sold 100% of its available-for-sale securities. The original costs of the securities were €350,000, the adjusted cost at December 31, 2007 was €256,772 and were sold for €214,200. The sale of the securities resulted in a realized loss of €42,475 that will be recognized in 2008.

In 2008, the €300,000 in stockholders loans were repaid to the Company along with accrued interest.

On December 22, 2008 the stockholders of Infociencia S.L. and Infociencia Clinical Research S.L. sold 100% of their interest in the Company to an unrelated party.

F-73

Infociencia S.L. and Infociencia Clinical Research S.L.

Unaudited Condensed Combined Balance Sheet

In Euros

	September 30, 2008
	(unaudited)
Assets
Current assets:
Cash and cash equivalents	€	1,266,585
Restricted cash		2,761,668
Accounts receivable, less allowance for doubtful accounts		1,899,314
Income tax receivable		606,835
Prepaid expenses and other current assets		16,969
Total current assets		6,551,372
Intangible assets		7,309
Equipment, net		656,178
Other non current assets		350,005
Total assets	€	7,564,865
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable		3,105,269
Deferred revenue		2,761,668
Total current liabilities		5,866,937
Grant debt		812,621
Total liabilities		6,679,558
Stockholders’ equity:
Additional paid in capital		416,278
Accumulated other comprehensive loss		(65,988	)
Retained earnings		535,015
Total stockholders’ equity		885,305
Total liabilities and stockholders’ equity	€	7,564,863

The accompanying notes are an integral part of the financial statements.

F-74

Infociencia S.L. and Infociencia Clinical Research S.L.

Unaudited Condensed Combined Statements of Operations

In Euros

	Nine Months Ended September 30,
	2008		2007
	(unaudited)
Service revenue	€	3,684,080	€	3,363,172
Reimbursement revenue		2,522,588		6,385,898
Other revenue		153,362		212,686
Total revenue		6,360,030		9,961,756
Direct costs		2,211,596		1,423,734
Reimbursable out-of-pocket costs		2,522,588		6,385,898
Selling, general, and administrative expenses		1,049,559		1,352,178
Depreciation and amortization		337,955		63,220
Income from operations		238,332		736,728
Other income		107,125		87,612
Income before provision for income taxes		345,457		824,340
Provision for income taxes		90,027		228,265
Net income	€	255,430	€	596,075

The accompanying notes are an integral part of the financial statements.

F-75

Infociencia S.L. and Infociencia Clinical Research S.L.

Unaudited Condensed Combined Statements of Cash Flows

In Euros

	Nine Months Ended September 30,
	2008			2007
	(unaudited)
Net income	€	255,430		€	596,075
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		337,955			63,220
Changes in operating assets and liabilities:
Accounts receivable		1,201,075			1,562,239
Income taxes payable (receivable)		1,017,505			(1,143,261	)
Notes receivable		40,000			—
Prepaid expenses and other current assets		301,104			36,601
Other assets		(73,029	)		(4,446	)
Accounts payable		(1,219,623	)		137,548
Deferred revenue		(138,873	)		—
Other liabilities		3,615			294,229
Net cash provided by operating activities		1,725,159			1,542,205
Investing activities
Change in restricted cash		1,825,194			(250,080	)
Change in intangible assets		4,530			(11,636	)
Purchase of property and equipment		(809,691	)		(463,442	)
Net cash provided by (used in) investing activities		1,020,033			(725,158	)
Financing activities
Dividends		(1,831,108	)		—
Net cash used in financing activities		(1,831,108	)		—
Net change in cash		914,084			817,047
Cash and cash equivalents, beginning of period		352,501			747,904
Cash and cash equivalents, end of period	€	1,266,585		€	1,564,951
Supplemental disclosures of cash flow information
Cash paid during the period for:
Income taxes	€	471,336		€	163,930

The accompanying notes are an integral part of the financial statements.

F-76

Infociencia S.L. and Infociencia Clinical Research S.L.

Notes to Unaudited Condensed Combined Financial Statements

September 30, 2008

1. Nature of Business

Infociencia S.L. and Infociencia Clinical Research S.L. (referred to collectively as the “Company” or “Infociencia”) are Clinical Resource Organization’s (CROs), providing high-quality, efficient and flexible clinical development solutions to the pharmaceutical industry. The Company is able to leverage its high degree of clinical expertise, industry knowledge and specialization to reduce the expense and time frame of clinical development. The Company’s revenues are generated principally from customers located in Spain, while it does support clients and perform services in several European countries.

2. Significant Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Cash and Cash Equivalents

Cash and cash equivalents include highly liquid investments with an original maturity of three months or less from date of purchase.

Restricted Cash

The Company receives cash in advance from certain customers specifically for the payment of investigator fees relating to specific projects. Such amounts are recorded in restricted cash and short term customer deposits in the accompanying combined balance sheets.

Concentration of Credit Risk

Financial instruments, which potentially subject the Company to credit risk, consist principally of cash and accounts receivable. The Company performs periodic evaluations of the financial institutions in which its cash is invested. The majority of the Company’s revenues and accounts receivable are derived from pharmaceutical companies located in France. The Company’s two largest customers accounted for approximately 34% and 14% of service revenue during the nine months ended September 30, 2008, the Company’s two largest customers accounted for approximately 17% and 14% of service revenue during the nine months ended September 30, 2007.

The two largest customers represented approximately 35% and 12% of the accounts receivable balance at September 30, 2008. No other customers represented more than 10% of net service revenue or accounts receivable during those periods or at those times. The Company provides an allowance for doubtful accounts based on experience and specifically identified risks. Accounts receivable are carried at fair value and charged off against the allowance for doubtful accounts when management determines that recovery is unlikely and the Company ceases collection efforts. During the periods contained within, the Company had not identified any specific risks, and therefore no allowance for doubtful accounts was booked.

Principles of Combination

The combined financial statements include the accounts of Infociencia S.L. and Infociencia Clinical Research S.L. All significant intercompany balances and transactions have been eliminated in combination.

F-77

Equipment

Equipment is recorded at cost. Expenditures for repairs and maintenance which do not extend the useful life of the related assets are charged to expense as incurred. Depreciation is computed using the straight-line method over the estimated useful lives of the assets ranging from 1 to 10 years.

Revenue and Cost Recognition

The majority of the Company’s service revenue is derived from fee-for-service contracts, some of which are fixed-price contracts. Revenues and the related costs of fee-for-service contracts are recognized in the period in which services are performed. Fixed-price contract revenue is recognized as services are performed. We measure progress for fixed price contracts using the concept of proportional performance based upon a unit-based output method. Under the unit-based output method, output units are pre-defined in the contract and revenue is recognized based upon completion of such output units. Revenue related to contract modifications is recognized when realization is assured and the amounts are reasonably determinable. Adjustments to contract estimates are made in the periods in which the facts that require the revisions become known. When the revised estimate indicates a loss, such loss is provided for in the financial statements during that period. No such losses were recognized in 2008 or 2007. Deferred revenue represents amounts billed to customers in excess of revenue recognized. Accounts receivable from customers, which represent deposits to be applied to customer invoices in future years or returned to the customer upon expiration of the contract are recorded in long term customer deposits.

In connection with the management of clinical trials, the Company pays, on behalf of its clients, fees to investigators and test subjects as well as other out-of-pocket costs for items such as travel, printing, meetings and couriers. The Company’s clients reimburse the Company for these costs. As required by EITF 01-14, amounts paid by the Company as a principal for out-of-pocket costs are included in direct costs as reimbursable out-of-pocket expenses and the reimbursements the Company receives as a principal are reported as reimbursed out- of-pocket revenue. In the statements of operations, the Company combines amounts paid by the Company as an agent for out-of-pocket costs with the corresponding reimbursements, or revenue, the Company receives as an agent. During the years ended September 30, 2008 and 2007 fees paid to investigators and other fees the Company paid as an agent and the associated reimbursements were approximately €2,523,000 and €6,386,000 respectively.

Income Taxes

The Company accounts for income taxes using an asset and liability approach which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and amounts reportable for income tax purposes.

Recently Issued Accounting Pronouncements

See Note 2 to the audited financial statements for the fiscal years ended December 31, 2007.

3. Equipment

Equipment consist of the following:

		September 30,
	Useful life	2008
Furniture and fixtures	1 to 10 years	€	792,081
Less accumulated depreciation			(135,903	)
		€	656,178

F-78

4. Commitments and Contingencies

The Company uses certain equipment under various operating leases.

Future minimum lease payments subsequent to September 30, 2008 under non-cancelable operating leases are as follows:

	Operating Leases
2008	€	1,986
2009		9,468
2010		9,468
2011		6,258
2012		3,045
Thereafter		1,524
Total minimum lease payments	€	31,749

In addition to the operating leases listed above, the Company leases office space in two locations. The office space is leased on a month to month agreement, and can be cancelled without penalty at any time. Rent expense under such arrangements was €76,850 and €74,785 during the nine months ended September 30, 2008 and 2007, respectively.

5. Subsequent Events

On December 22, 2008 the shareholders of Infociencia sold 100% of their interest in the Company to an unrelated party.

F-79

Independent Auditor’s Report

The Board of Directors and Stockholders

Therapharm Recherches Th. R.

We have audited the accompanying balance sheet of Therapharm Recherches Th. R. as of December 31, 2007, and the related statements of operations, stockholders’ equity and cash flows for the year then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Therapharm Recherches Th. R. as of December 31, 2007, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States.

/s/ McGladrey & Pullen, LLP

Chicago, Illinois

March 9, 2009

F-80

Therapharm Recherches Th. R.

Balance Sheet

In Euros

	December 31, 2007
Assets
Current assets:
Cash and cash equivalents	€	764,746
Restricted cash		423,534
Accounts receivable		1,913,224
Unbilled revenue		648,949
Income tax receivable		182,335
Prepaid expenses and other current assets		182,145
Total current assets		4,114,933
Leasehold improvements and equipment, net		117,035
Total assets	€	4,231,968
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	€	631,789
Accrued expenses		994,024
Customer deposits		400,000
Deferred revenue		1,572,759
Other current liabilities		81,971
Total current liabilities		3,680,543
Other liabilities		87,755
Total liabilities		3,768,298
Stockholders’ equity:
Stock at par value, 1,409 shares authorized, issued and outstanding		38,043
Additional paid in capital		370,746
Accumulated retained earnings		54,881
Total stockholders’ equity		463,670
Total liabilities and stockholders’ equity	€	4,231,968

The accompanying notes are an integral part of the financial statements.

F-81

Therapharm Recherches Th. R.

Statement of Income

In Euros

	12 Months Ended
	December 31, 2007
Service revenue	€	5,785,044
Reimbursable revenue		1,940,439
Total revenue		7,725,483
Direct costs		3,745,187
Reimbursable expense		1,940,439
Selling, general, and administrative expenses		1,269,295
Depreciation and amortization		83,369
Income from operations		687,193
Other expense		(2,760	)
Other income		11,966
Income before provision for income taxes		696,399
Provision for income taxes		245,383
Net income	€	451,016

The accompanying notes are an integral part of the financial statements.

F-82

Therapharm Recherches Th. R.

Statement of Stockholder’s Equity

In Euros

					Accumulated
			Additional		Retained			Total
	Common		Paid In		Earnings			Stockholder’s
	Stock		Capital		(Deficit)			Equity
Balance at January 1, 2007	€	38,043	€	370,746	€	(396,135	)	€	12,654
Net income		—		—		451,016			451,016
Balance at December 31, 2007	€	38,043	€	370,746	€	54,881		€	463,670

The accompanying notes are an integral part of the financial statements.

F-83

Therapharm Recherches Th. R.

Statement of Cash Flows

In Euros

	12 Months Ended
	December 31, 2007
Operating activities
Net income	€	451,016
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		83,369
Changes in operating assets and liabilities:
Unbilled revenue		(163,751	)
Accounts receivable		(593,959	)
Prepaid expenses and other current assets		(61,047	)
Accounts payable		61,120
Accrued expenses		223,329
Customer deposits		400,000
Deferred revenue		474,204
Other current liabilities		81,971
Other liabilities		(16,100	)
Net cash provided by operating activities		940,152
Investing activities
Change in restricted cash		(400,000	)
Purchase of leasehold improvements and equipment		(23,339	)
Net cash used in investing activities		(423,339	)
Net change in cash		516,813
Cash and cash equivalents, beginning of period	€	247,933
Cash and cash equivalents, end of period	€	764,746

The accompanying notes are an integral part of the financial statements.

F-84

Therapharm Recherches Th. R.

Notes to Financial Statements

December 31, 2007

1. Nature of Business

Therapharm Recherches Th. R. (the “Company” or “Therapharm”) is a Clinical Resource Organization (CRO), providing high-quality, efficient and flexible clinical development solutions to the pharmaceutical industry. The Company is able to leverage its high degree of clinical expertise, industry knowledge and specialization to reduce the expense and time frame of clinical development. The Company’s revenues are generated principally from customers located in France, while it does support clients and perform services in several European countries.

2. Significant Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Cash and Cash Equivalents

Cash and cash equivalents include highly liquid investments with an original maturity of three months or less from date of purchase.

Restricted Cash

The Company receives cash in advance from certain customers specifically for the payment of investigator fees relating to specific projects. Such amounts are recorded in restricted cash and short term customer deposits in the accompanying consolidated balance sheets.

Concentration of Credit Risk

Financial instruments, which potentially subject the Company to credit risk, consist principally of cash and accounts receivable. The Company performs periodic evaluations of the financial institutions in which its cash is invested. The majority of the Company’s revenues and accounts receivable are derived from pharmaceutical companies located in France. The Company’s largest customer accounted for approximately 11% of service revenue during the year ended December 31, 2007.

The four largest customers represented approximately 16%, 14%, 13% and 11% of the accounts receivable balance at December 31, 2007. No other customers represented more than 10% of net service revenue or accounts receivable during those periods or at those times. The Company provides an allowance for doubtful accounts based on experience and specifically identified risks. Accounts receivable are carried at the amounts due from customers and charged off against the allowance for doubtful accounts when management determines that recovery is unlikely and the Company ceases collection efforts. During the period contained within, the Company had not identified any specific risks, and therefore no allowance for doubtful accounts was booked.

Leasehold Improvements and Equipment

Leasehold improvements and equipment are recorded at cost. Expenditures for repairs and maintenance which do not extend the useful life of the related assets are charged to expense as incurred. Depreciation and amortization expense is computed using the straight-line method over the estimated useful lives of the assets ranging from 1 to 10 years.

F-85

Revenue and Cost Recognition

The majority of the Company’s service revenue is derived from fee-for-service contracts, some of which are fixed-price contracts. Revenues and the related costs of fee-for-service contracts are recognized in the period in which services are performed. Fixed-price contract revenue is recognized as services are performed. The Company measures progress for fixed price contracts using the concept of proportional performance based upon a unit-based output method. Under the unit-based output method, output units are pre-defined in the contract and revenue is recognized based upon completion of such output units. Revenue related to contract modifications is recognized when realization is assured and the amounts are reasonably determinable. Adjustments to contract estimates are made in the periods in which the facts that require the revisions become known. When the revised estimate indicates a loss, such loss is provided for in the financial statements during that period. No such losses were recognized in 2007. Deferred revenue represents amounts billed to customers in excess of revenue recognized. Unbilled revenue represents revenue recognized in excess of amounts billed.

In connection with the management of clinical trials, the Company pays, on behalf of its clients, fees to investigators and test subjects as well as other out-of-pocket costs for items such as travel, printing, meetings and couriers. The Company’s clients reimburse the Company for these costs. As required by EITF 01-14, amounts paid by the Company as a principal for out-of-pocket costs are included in direct costs as reimbursable out-of-pocket expenses and the reimbursements the Company receives as a principal are reported as reimbursed out-of-pocket revenue. During the year ended December 31, 2007, fees paid to investigators and other fees the Company paid as an agent and the associated reimbursements were approximately €1,940,000 and are included in the statements of operations as reimbursable revenue and expense.

Foreign Currency

The reporting currency of the Company is the Euro.

Value Added Taxes

The Company accounts for value added taxes as a net component of selling, general, and administrative expenses in accordance with EITF 06-03, “How Taxes Collected from Customers and Remitted to Governmental Authorities Should be Presented in the Income Statement.”

Income Taxes

The Company is a member of a group that files a consolidated tax return in France. Accordingly, income taxes payable to (refundable from) the tax authority is recognized on the financial statements of the parent company who is the taxpayer for income tax purposes. The members of the consolidated group allocate payments to any member of the group for the income tax reduction resulting from the member’s inclusion in the consolidated return, or the member makes payments to the parent company for its allocated share of the consolidated income tax liability. This allocation approximates the amounts that would be reported if the Company was separately filing its tax return.

The Company also recognizes deferred tax assets on deductible temporary differences and deferred tax liabilities on taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. As those differences reverse, they will enter into the determination of future taxable income included in the consolidated tax returns. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

In July 2006, the Financial Accounting Standards Board (“FASB”) issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement 109 (FIN 48). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with Statement No. 109, Accounting for Income Taxes. FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax

F-86

return. FIN 48 also provides guidance on derecognition of tax benefits, classification on the balance sheet, interest and penalties, accounting in interim periods, disclosure, and transition.

In December 2008, the FASB provided for a deferral of the effective date of FIN 48 for certain nonpublic enterprises to annual financial statements for fiscal years beginning after December 15, 2008. The Company has elected this deferral and accordingly will be required to adopt FIN 48 in its 2009 annual financial statements. Prior to adoption of FIN 48, the Company will continue to evaluate its uncertain tax positions and related income tax contingencies under Statement No. 5, Accounting for Contingencies. SFAS No. 5 requires the Company to accrue for losses it believes are probable and can be reasonably estimated.

Recently Issued Accounting Pronouncements

In September 2006 the FASB issued Statement of Financial Accounting Standards No. 157, “Fair Value Measurements (SFAS No. 157).” SFAS No. 157 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurement. SFAS No. 157 also emphasizes that fair value is a market-based measurement, not an entity-specific measurement, and sets out a fair value hierarchy with the highest priority being quoted prices in active markets. Under SFAS No. 157, fair value measurements are disclosed by level within that hierarchy. In February 2008, the FASB issued FASB Staff Position No. 157-2, “Effective Date of FASB Statement No. 157,” which permits a one-year deferral for the implementation of SFAS No. 157 with regard to nonfinancial assets and liabilities that are not recognized or disclosed at fair value in the financial statements on a recurring basis. The Company adopted SFAS No. 157 for the fiscal year beginning January 1, 2008, except for nonfinancial assets and nonfinancial liabilities that are recognized or disclosed at fair value in the financial statements on a nonrecurring basis for which delayed application is permitted until our fiscal year beginning January 1, 2009. The Company is currently assessing the potential effect of the adoption of the remaining provisions of SFAS No. 157 on its financial position, results of operations and cash flows.

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities—Including an amendment of FASB Statement No. 115,” or SFAS No. 159. This standard permits, but does not require, all entities to choose to measure eligible items at fair value at specified election dates. For items for which the fair value option has been elected, an entity would report unrealized gains and losses in earnings at each subsequent reporting date. SFAS No. 159 is effective as of the beginning of an entity’s first fiscal year beginning after November 15, 2007. The Company is not electing to adopt the provisions permitting the measurement of eligible financial assets and liabilities at January 1, 2008 using the fair value option.

In June 2007, the FASB reached a consensus on EITF Issue No. 07-03, “Accounting for Nonrefundable Advance Payments for Goods or Services to Be Used in Future Research and Development Activities.” EITF 07-03 requires companies to defer and capitalize, until the goods have been delivered or the related services have been rendered, non-refundable advance payments for goods that will be used or services that will be performed in future research and development activities. EITF 07-03 is effective for fiscal years beginning after December 15, 2007. The Company does not expect EITF 07-03 will have a material impact on its financial condition or results of operations.

In December 2007, the FASB reached a consensus on EITF Issue No. 07-01, “Accounting for Collaborative Arrangements.” EITF 07-01 defines collaborative arrangements and establishes reporting requirements for transactions between participants in a collaborative arrangement and between participants in the arrangement and third parties. EITF 07-01 also establishes the appropriate income statement presentation and classification for joint operating activities and payments between participants, as well as the required disclosures related to these arrangements. EITF 07-01 is effective for fiscal years beginning after December 15, 2008. The Company does not expect EITF 07-01 will have a material impact on its financial condition or results of operations.

In December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business Combinations,” or SFAS 141(R). FAS 141(R) expands the definition of a business and a business combination, requires that: the purchase price of an acquisition, including the issuance of equity securities to be determined on the acquisition date, be recorded at fair value at the acquisition date; all assets, liabilities, contingent consideration, contingencies and in-process research and development costs of an acquired business be recorded at fair value at the acquisition date; acquisition costs generally be expensed as incurred; restructuring costs generally be expensed in periods subsequent to the

F-87

acquisition date; and changes be made in accounting for deferred tax asset valuation allowances and acquired income tax uncertainties after the measurement period to impact income tax expense. SFAS 141(R) applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. The Company does not expect SFAS 141(R) will have a material impact on its financial condition or results of operations.

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements—an amendment of ARB No. 51,” or SFAS 160. SFAS 160 amends ARB 51 to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. An ownership interest in subsidiaries held by parties other than the parent should be presented in the consolidated statement of financial position within equity, but separate from the parent’s equity. SFAS 160 requires that changes in a parent’s ownership interest while the parent retains its controlling financial interest in its subsidiary should be accounted for similarly to equity transactions. When a subsidiary is deconsolidated, any retained noncontrolling equity investment should be initially measured at fair value, with any gain or loss recognized in earnings. SFAS 160 requires consolidated net income to be reported at amounts that include the amounts attributable to both the parent and the noncontrolling interest. It also requires disclosure, on the face of the consolidated income statement, of the amounts of consolidated net income attributable to the parent and to the noncontrolling interests. SFAS 160 is effective for fiscal years, including interim periods within those fiscal years, beginning on or after December 15, 2008. The Company does not expect SFAS 160 will have a material impact on its financial condition or results of operations.

3. Leasehold Improvements and Equipment

Furniture and equipment consist of the following (in Euros):

		December 31,
	Useful life	2007
Leasehold improvements	10 years	€	134,494
Technical facilities, materials and tools	2 to 3 years		242,287
Computer equipment	1 to 3 years		404,385
Furniture and fixtures	2 to 3 years		301,547
			1,082,713
Less accumulated depreciation			(965,678	)
		€	117,035

4. Income Taxes

Income before income taxes consists of the following components (in Euros):

	Year Ended
	December 31,
	2007
Income before income taxes	€	696,399

The provision for income taxes is as follows:

	Year Ended
	December 31,
	2007
Current:	€	245,383
Total	€	245,383

F-88

5. Commitments and Contingencies

The Company occupies its corporate headquarters and other offices and uses certain equipment under various operating leases. The Company’s current lease for its corporate headquarters expires in December 2015 and its Caen location lease expires in December 2010. Rent expense under such office and equipment arrangements was approximately €418,000 during the years ended December 31, 2007.

Future minimum lease payments subsequent to December 31, 2007 under capital and noncancelable operating leases are approximately as follows (in Euros):

	Operating Leases
2008	€	556,000
2009		529,000
2010		464,000
2011		396,000
2012		379,000
Thereafter		1,107,000
Total minimum lease payments	€	3,431,000

The Company is involved in various claims incidental to the conduct of its business. Management does not believe that any such claims to which the Company is a party, both individually and in the aggregate, will have a material adverse effect on the Company’s financial position results of operations, or cash flows.

6. Related Party Transactions

During 2007, the Company was the subject of a lawsuit by one of its clients. The lawsuit was subsequently settled out of court by Therapharm’s parent company APA Research S.A.S. (“APA”). Although the settlement was between APA and the client, Therapharm guaranteed the payment to the client. The settlement was for €740,000 to be paid back over a period of ten years, or in full upon a change in control of Therapharm’s ownership structure.

7. Subsequent Events

On December 23, 2008 the stockholder of APA sold 100% of its interest in the Company to an unrelated party. Commensurate with the sale, the settlement amount (Note 6) was paid in full and Therapharm was not required to perform on its guarantee.

F-89

Therapharm Recherches Th. R.

Unaudited Condensed Balance Sheet

In Euros

	September 30, 2008
	(unaudited)
Assets
Current assets:
Cash and cash equivalents	€	623,013
Restricted cash		423,534
Accounts receivable, less allowance for doubtful accounts		2,179,962
Unbilled revenue		474,336
Income tax receivable		221,156
Prepaid expenses and other current assets		133,135
Total current assets		4,055,136
Leasehold improvements and equipment, net		173,233
Total assets	€	4,228,369
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	€	662,138
Accrued expenses		1,040,630
Customer deposits		417,879
Deferred revenue		1,303,770
Other current liabilities		3,720
Total current liabilities		3,428,137
Other liabilities		24,670
Total liabilities		3,452,807
Stockholders’ equity:
Stock at par value		38,043
Additional paid in capital		370,746
Accumulated deficit
Stock at par value, 1,409 shares authorized, issued, and outstanding		38,043
Additional paid in capital		370,746
Accumulated retained earnings		366,773
Total stockholders’ equity		775,562
Total liabilities and stockholders’ equity	€	4,228,369

The accompanying notes are an integral part of the financial statements.

F-90

Therapharm Recherches Th. R.

Unaudited Condensed Statements of Operations

In Euros

	Nine Months Ended
	September 30,
	2008			2007
	(unaudited)
Service revenue	€	4,467,093		€	4,338,783
Reimbursable revenue		1,498,367			1,455,329
Total revenue		5,965,460			5,794,112
Direct costs		1,936,322			2,808,890
Reimbursable expense		1,498,367			1,455,329
Selling, general, and administrative expenses		1,793,019			941,359
Depreciation and amortization		45,979			62,527
Income from operations		691,773			526,007
Other expense		(2,700	)		(2,070	)
Other income		5,676			8,975
Income before provision for income taxes		694,749			532,912
Provision for income taxes		(229,267	)		(197,212	)
Net income	€	465,482		€	335,700

The accompanying notes are an integral part of the financial statements.

F-91

Therapharm Recherches Th. R.

Unaudited Condensed Statements of Cash Flows

In Euros

	Nine Months Ended
	September 30,
	2008			2007
	(unaudited)
Operating activities
Net income	€	465,482		€	335,700
Adjustments to reconcile net cash provided by operating activities:
Depreciation and amortization		45,979			62,527
Changes in operating assets and liabilities:
Work in progress		174,613			(163,751	)
Accounts receivable		(266,738	)		(893,959	)
Income taxes receivable		(38,821	)		—
Prepaid expenses and other current assets		49,010			(11,047	)
Accounts payable		30,349			91,120
Accrued expenses		46,606			313,885
Customer deposits		17,879			400,000
Deferred revenue		(268,989	)		474,204
Other current liabilities		(78,251	)		88,975
Other liabilities		(63,085	)		(35,570	)
Net cash provided by operating activities		114,043			662,084
Investing activities
Change in restricted cash		—			(400,000	)
Purchase of leasehold improvements and equipment		(102,177	)		(2,497	)
Net cash used in investing activities		(102,177	)		(402,497	)
Financing activities
Dividends		(153,590	)		—
Net cash used in financing activities		(153,590	)		—
Net change in cash		(141,733	)		259,587
Cash and cash equivalents, beginning of period		764,746			247,933
Cash and cash equivalents, end of period	€	623,013		€	507,520

The accompanying notes are an integral part of the financial statements.

F-92

Therapharm Recherches Th. R.

Notes to Unaudited Condensed Financial Statements

September 30, 2008

1. Nature of Business

Therapharm Recherches Th. R. (the “Company” or “Therapharm”) is a Clinical Resource Organization (CRO), providing high-quality, efficient and flexible clinical development solutions to the pharmaceutical industry. The Company is able to leverage its high degree of clinical expertise, industry knowledge and specialization to reduce the expense and time frame of clinical development. The Company’s revenues are generated principally from customers located in France, while it does support clients and perform services in several European countries.

2. Significant Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Cash and Cash Equivalents

Cash and cash equivalents include highly liquid investments with an original maturity of three months or less from date of purchase.

Restricted Cash

The Company receives cash in advance from certain customers specifically for the payment of investigator fees relating to specific projects. Such amounts are recorded in restricted cash and short term customer deposits in the accompanying consolidated balance sheets.

Concentration of Credit Risk

Financial instruments, which potentially subject the Company to credit risk, consist principally of cash and accounts receivable. The Company performs periodic evaluations of the financial institutions in which its cash is invested. The majority of the Company’s revenues and accounts receivable are derived from pharmaceutical companies located in France. The Company’s two largest customers accounted for approximately 15% and 10% of service revenue during the nine months ended September 30, 2008, the Company’s largest customer accounted for approximately 11% of service revenue during the nine months ended September 30, 2007.

The two largest customers represented approximately 28% and 13% of the accounts receivable balance at September 30, 2008. No other customers represented more than 10% of net service revenue or accounts receivable during those periods or at those times. The Company provides an allowance for doubtful accounts based on experience and specifically identified risks. Accounts receivable are carried at fair value and charged off against the allowance for doubtful accounts when management determines that recovery is unlikely and the Company ceases collection efforts. During the periods contained within, the company had not identified any specific risks, and therefore no allowance for doubtful accounts was booked.

Property and Equipment

Property and equipment are recorded at cost. Expenditures for repairs and maintenance which do not extend the useful life of the related assets are charged to expense as incurred. Depreciation and amortization expense is computed using the straight-line method over the estimated useful lives of the assets ranging from 1 to 10 years.

F-93

Revenue and Cost Recognition

The majority of the Company’s service revenue is derived from fee-for-service contracts, some of which are fixed-price contracts. Revenues and the related costs of fee-for-service contracts are recognized in the period in which services are performed. Fixed-price contract revenue is recognized as services are performed. The Company measures progress for fixed price contracts using the concept of proportional performance based upon a unit-based output method. Under the unit-based output method, output units are pre-defined in the contract and revenue is recognized based upon completion of such output units. Revenue related to contract modifications is recognized when realization is assured and the amounts are reasonably determinable. Adjustments to contract estimates are made in the periods in which the facts that require the revisions become known. When the revised estimate indicates a loss, such loss is provided for in the financial statements during that period. No such losses were recognized in 2008 or 2007. Deferred revenue represents amounts billed to customers in excess of revenue recognized. Unbilled revenue represents revenue recognized in excess of amounts billed.

In connection with the management of clinical trials, the Company pays, on behalf of its clients, fees to investigators and test subjects as well as other out-of-pocket costs for items such as travel, printing, meetings and couriers. The Company’s clients reimburse the Company for these costs. As required by EITF 01-14, amounts paid by the Company as a principal for out-of-pocket costs are included in direct costs as reimbursable out-of-pocket expenses and the reimbursements the Company receives as a principal are reported as reimbursed out-of-pocket revenue. In the statements of operations, the Company combines amounts paid by the Company as an agent for out-of-pocket costs with the corresponding reimbursements, or revenue, the Company receives as an agent. During the years ended September 30, 2008 and 2007 fees paid to investigators and other fees the Company paid as an agent and the associated reimbursements were approximately €1,455,000 and €1,498,000 respectively.

Income Taxes

The Company accounts for income taxes using an asset and liability approach which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and amounts reportable for income tax purposes.

Recently Issued Accounting Pronouncements

See Note 2 to the audited financial statements for the fiscal year ended December 31, 2007.

3. Leasehold Improvements and Equipment

Leasehold improvements and equipment consist of the following:

	Useful life	September 30, 2008
		(Unaudited)
Leasehold improvements	10 years	€	67,457
Technical facilities, materials and tools	2 to 3 years		242,287
Computer equipment	1 to 3 years		272,348
Furniture and fixtures	2 to 3 years		560,113
			1,142,205
Less accumulated depreciation			(968,973	)
		€	173,232

F-94

4. Commitments and Contingencies

The Company occupies its corporate headquarters and other offices and uses certain equipment under various operating leases. The Company’s current lease for its corporate headquarters expires in March 2015. Rent expense under such arrangements was approximately € 327,465 and € 277,500 during the nine months ended September 30, 2008 and 2007, respectively.

Future minimum lease payments subsequent to December 31, 2007 under capital and noncancelable operating leases are as follows:

	Operating Leases
2008	€	139,007
2009		528,999
2010		464,096
2011		395,923
2012		379,421
Thereafter		1,107,359
Total minimum lease payments	€	3,014,805

The Company is involved in various claims incidental to the conduct of its business. Management does not believe that any such claims to which the Company is a party, both individually and in the aggregate, will have a material adverse effect on the Company’s financial position or results of operations.

5. Related Party Transactions

During 2006 and into 2007, the Company was the subject of a lawsuit by one of its clients. The lawsuit was subsequently settled out of court by Therapharm’s parent company APA Research S.A.S. (“APA”). Although the settlement was between APA and the client, Therapharm guaranteed the payment to the client. The settlement was for €740,000 to be paid back over a period of ten years, or in full upon a change in control of Therapharm’s ownership structure.

6. Subsequent Events

On December 23, 2008 the shareholders of Therapharm, APA, sold 100% of their interest in the Company to an unrelated party. Commensurate with the sale, the litigation settlement amount was paid in full and Therapharm was not required to perform on its guarantee.

F-95

           Shares

Common Stock

Prospectus

Jefferies & Company

William Blair & Company           Lazard Capital Markets

          , 2010

Until          , 2010 (25 days after the date of this prospectus), all dealers that buy, sell or trade in our common stock, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

PART II

Information Not Required in Prospectus

Item 13.   Other Expenses of Issuance and Distribution.

The following table sets forth the various expenses, other than underwriting discounts and commissions, payable by us in connection with the sale of the common stock being registered. All of the amounts shown are estimated except the SEC registration fee, the NASDAQ initial listing fee, and the FINRA filing fee.

Securities and Exchange Commission registration fee	$	7,130
NASDAQ Global Market initial listing fee		125,000
FINRA filing fee		10,500
Printing expenses		*
Accounting fees and expenses		*
Legal fees and expenses		*
Transfer agent fees and expenses		*
Miscellaneous		*
Total		*

* To be supplied by amendment.

Item 14.   Indemnification of Directors and Officers.

Section 145 of the Delaware General Corporation Law (“DGCL”) provides, in general, that a corporation incorporated under the laws of the State of Delaware, such as us, may 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 (other than a derivative action by or in the right of the corporation) by reason of the fact that such 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 enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such 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 such person’s conduct was unlawful. In the case of a derivative action, a Delaware corporation may indemnify any such person against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification will be made in respect of any claim, issue or matter as to which such person will have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery of the State of Delaware or any other court in which such action was brought determines such person is fairly and reasonably entitled to indemnity for such expenses.

Our Second Restated Certificate of Incorporation, as amended, and our Restated By-laws provide that we will 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 he 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 him in connection with such action, suit, or proceeding if he acted in good faith and in a manner he 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 his conduct was unlawful.

II-1

Our Second Restated Certificate of Incorporation, as amended, and our Restated By-laws provide that we will 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 he 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 him in connection with the defense of settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, provided 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 of the State of Delaware 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 of such other court shall deem proper.

We are also permitted to apply for insurance on behalf of any director, officer, employee or agent for liability arising out of his actions, whether or not the corporation’s provisions for indemnification would permit indemnification.

Item 15.   Recent Sales of Unregistered Securities.

On August 30, 2007 we issued 15,758,497 shares of our common stock to the stockholders of Old RPS in connection with the merger of Longxia Acquisition, Inc. with and into Old RPS with Old RPS being the surviving corporation and the subsequent merger of Old RPS with and into ReSearch Pharmaceutical Services, LLC, our wholly-owned subsidiary. The issuance of the shares to the former shareholders of Old RPS was exempt from registration under Section 4(2) of the Securities Act because shares were issued to a limited number of existing shareholders of Old RPS and did not involve a public offering.

On December 6, 2007 we granted an option to purchase 450,000 shares of our common stock at an exercise price of $5.05 to Daniel Perlman, which is subject to vesting. The issuance of the option was exempt from registration under Section 4(2) of the Securities Act and Rule 506 of Regulation D as a transaction not involving a public offering.

On December 6, 2007 we granted an option to purchase 120,000 shares of our common stock at an exercise price of $5.05 to Harris Koffer, which is subject to vesting. The issuance of the option was exempt from registration under Section 4(2) of the Securities Act and Rule 506 of Regulation D as a transaction not involving a public offering.

On December 6, 2007 we granted an option to purchase 180,000 shares of our common stock at an exercise price of $5.05 to Steven Bell, which is subject to vesting. The issuance of the option was exempt from registration under Section 4(2) of the Securities Act and Rule 506 of Regulation D as a transaction not involving a public offering.

On December 17, 2008 we issued 2,794,029 shares of our common stock to our wholly owned Netherlands-based subsidiary, RPS Dutch BV, upon payment of aggregate consideration of €5,457,088 ($7,818,241 at the exchange rate on December 17, 2008) and 1,404,856 shares of our common stock to our wholly owned Spain-based subsidiary, RPS Spain, upon payment of aggregate consideration of €2,743,859 ($3,928,479 at the exchange rate on December 17, 2008) as part of the acquisitions described below. The shares were issued to our subsidiaries in reliance upon the exemption from registration under Section 4(2) of the Securities Act as transactions not involving a public offering.

On December 22, 2008, RPS Dutch BV entered into and consummated a definitive stock purchase agreement to purchase all of the issued and outstanding shares of Imerem, a Germany-based clinical research organization, from the sole shareholder of Imerem. In addition, RPS Spain entered into and consummated a definitive stock purchase agreement to purchase all of the issued and outstanding shares of Infociencia, a Spain-based clinical research organization, from Infociencia’s shareholders.

II-2

On December 23, 2008, RPS Dutch BV entered into and consummated a definitive stock purchase agreement to purchase all of the issued and outstanding shares of Therapharm, a French-based clinical research organization, from Therapharm’s sole shareholder.

RPS Dutch BV transferred 1,296,165 shares of our common stock with an aggregate value of $2,275,000 to the shareholder of Imerem. RPS Dutch BV transferred 1,497,864 shares of our common stock with an aggregate value of $2,625,000 to the shareholder of Therapharm. RPS Spain transferred 1,404,856 shares of our common stock with an aggregate value of $2,450,000 to the shareholders of Infociencia. The shares of common stock transferred by RPS Dutch BV to the shareholders of Imerem and Therapharm, and the shares of common stock transferred by RPS Spain to the shareholders of Infociencia were transferred in reliance upon exemptions from registration for transactions which constitute “offshore transactions” as defined in Regulation S under the Securities Act.

On July 10, 2009, in connection with the consummation of the purchase of the issued and outstanding shares of Paramax, a British Virgin Islands-based company operating a clinical research organization subsidiary (Paramax International (Beijing) Inc.) in Beijing and Shanghai, China, pursuant to a definitive share purchase agreement between RPS Dutch BV and Paramax dated March 30, 2009, we issued 530,973 shares of our common stock to RPS Dutch BV upon payment of aggregate consideration of $1,061,946. The shares were issued to RPS Dutch BV in reliance upon the exemption from registration under Section 4(2) of the Securities Act as a transaction not involving a public offering.

On July 10, 2009, RPS Dutch BV transferred 530,973 shares of our common stock to the shareholder of Paramax in consideration for all of the issued and outstanding shares of Paramax. The shares were transferred to the shareholder of Paramax in reliance upon exemptions from registration for transactions which constitute “offshore transactions” as defined in Regulation S under the Securities Act.

Item 16.   Exhibits and Financial Statement Schedules.

(a) Exhibits.

Exhibit No.			Description
	1	.1*	Form of Underwriting Agreement
	2	.1+	Agreement and Plan of Merger dated as of April 26, 2007 among Cross Shore Acquisition Corporation, Longxia Acquisition, Inc., Research Pharmaceutical Services, Inc., The RPS Securityholders and Daniel M. Perlman and Daniel Raynor, as the RPS Securityholders Committee
	2	.2+	First Amendment to Agreement and Plan of Merger dated as of June 5, 2007 among Cross Shore Acquisition Corporation, Longxia Acquisition, Inc., Research Pharmaceutical Services, Inc., and Daniel M. Perlman and Daniel Raynor, as the RPS Securityholders Committee
	2	.3+	Second Amendment to Agreement and Plan of Merger dated as of July 6, 2007 among Cross Shore Acquisition Corporation, Longxia Acquisition, Inc., Research Pharmaceutical Services, Inc., and Daniel M. Perlman and Daniel Raynor, as the RPS Securityholders Committee
	2	.4+	Agreement for the Sale and Purchase of the Share Capital in IMEREM Institute for Medical Research Management and Biometrics—Institut für medizinisches Forschungsmanagement und Biometrie—Ein unabhaengiges Forschungsunternehmen GmbH dated December 22, 2008
	2	.5+	Agreement for the Sale and Purchase of the Share Capital in Infociencia, S.L. dated December 22, 2008
	2	.6+	Agreement for the Sale and Purchase of the Share Capital in Therapharm Recherches Th.R. dated December 23, 2008
	2	.7+	Share Purchase Agreement Relating to Paramax International Inc. dated March 30, 2009
	3	.1	Second Restated Certificate of Incorporation of Cross Shore Acquisition Corporation, as amended
	3	.2	Restated By-laws of Cross Shore Acquisition Corporation
	4	.1	Registration Rights Agreement dated as of August 30, 2007 between Cross Shore Acquisition Corporation and Daniel M. Perlman and Daniel Raynor as the RPS Securityholders Committee
	4	.2	Investor Rights Agreement dated as of April 24, 2006 among Cross Shore Acquisition Corporation, Sunrise Securities Corp. and Collins Stewart Limited

II-3

Exhibit No.			Description
	4	.3	Registration Rights Agreement dated as of April 24, 2006 by and among Cross Shore Acquisition Corporation, Stephen Stonefield, Jon Burgman, CSA I, LLC, CSA II, LLC, CSA III, LLC, and Sunrise Securities Corp.
	4	.4	Specimen Certificate of Common Stock
	4	.5‡	ReSearch Pharmaceutical Services, Inc. 2007 Equity Incentive Plan
	5	.1*	Opinion of Drinker Biddle & Reath LLP
	10	.1	Pennsylvania Full Service Lease between Brandywine Operating Partnership, L.P. and ReSearch Pharmaceutical Services, Inc. for 520 Virginia Drive, Fort Washington, Pennsylvania, dated as of August 7, 2006
	10	.2	Revolving Credit and Security Agreement by and among ReSearch Pharmaceutical Services, Inc. and PNC Bank, N.A. dated November 1, 2006
	10	.3	First Amendment and Waiver by and among ReSearch Pharmaceutical Services, Inc. and PNC Bank, N.A. dated August 29, 2007
	10	.4	Third Amendment to Revolving Credit and Security Agreement by and among ReSearch Pharmaceutical Services, Inc and PNC Bank, N.A. dated July 9, 2009
	10	.5‡	Employment Agreement dated April 26, 2007 between Cross Shore Acquisition Corporation and Daniel Perlman
	10	.6‡	Employment Agreement dated April 26, 2007 between Cross Shore Acquisition Corporation and Harris Koffer
	10	.7‡	Employment Agreement dated April 26, 2007 between Cross Shore Acquisition Corporation and Steven Bell
	10	.8‡	Employment Agreement dated December 6, 2007 between ReSearch Pharmaceutical Services, LLC and Samir Shah
	10	.9‡	Employment Agreement dated April 28, 2001 between ReSearch Pharmaceutical Services, Inc. and Janet Brennan
	10	.10‡	Standard form of Non-Qualified Stock Option Award Agreement
	10	.11‡	Standard form of Replacement Incentive Stock Option Award Agreement
	10	.12	Agreement Concerning Board of Directors dated August 20, 2007 between ReSearch Pharmaceutical Services, Inc. and Pangaea One Acquisition Holdings I, LLC
	10	.13	Share Repurchase Agreement dated October 4, 2007 between ReSearch Pharmaceutical Services, Inc. and Pangaea One Acquisition Holdings I, LLC
	10	.14	Consulting Agreement dated November 16, 2007 between ReSearch Pharmaceutical Services, Inc. and Cartesian Capital Management, LLC
	10	.15‡	Employment Agreement Relating to Business Information, Trade Secrets and Non-Competition dated May 28, 2006 between ReSearch Pharmaceutical Services, Inc. and Harris Koffer
	21	.1	List of subsidiaries of ReSearch Pharmaceutical Services, Inc.
	23	.1*	Consent of Drinker Biddle & Reath LLP (included in Exhibit 5.1)
	23	.2	Consent of Ernst & Young LLP
	23	.3	Consent of McGladrey & Pullen, LLP
	24	.1	Power of Attorney (included in signature pages)

*	To be filed by amendment.
+	Certain schedules and exhibits have been omitted from this exhibit pursuant to Item 601(b)(2) of Regulation S-K and are not filed herewith. The Registrant agrees to furnish supplementally a copy of the omitted schedules and exhibits to the Securities and Exchange Commission upon request.
‡	Management contract or compensatory plan.
(b)	Financial Statement Schedules.

II-4

All financial statement schedules have been omitted as they are not required, not applicable, or the required information is otherwise included in the notes to the consolidated financial statements.

Item 17.   Undertakings.

The undersigned registrant hereby undertakes that:

1. For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

2. For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

II-5

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Fort Washington, Commonwealth of Pennsylvania, on June 18, 2010.

ReSearch Pharmaceutical Services, Inc.

/s/  Daniel Perlman

By:	Daniel M. Perlman
Title:	Chief Executive Officer and Chairman

of the Board of Directors

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned directors and officers of ReSearch Pharmaceutical Services, Inc. hereby severally constitutes and appoints Daniel M. Perlman and Steven Bell, and each of them acting individually, as his true and lawful attorneys-in-fact and agents, each with full power of substitution for him in any and all capacities, to sign any and all amendments to this Registration Statement on Form S-1 (including post-effective amendments) and any subsequent registration statement filed by ReSearch Pharmaceutical Services, Inc. pursuant to Rule 462(b) of the Securities Act of 1933, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact, or any substitute, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Name	Title	Date
/s/  Daniel Perlman Daniel M. Perlman	Chief Executive Officer (principal executive officer) and Chairman of the Board of Directors	June 18, 2010
/s/  Steven Bell Steven Bell	Executive Vice President of Finance, Chief Financial Officer (principal financial officer and principal accounting officer), Secretary, and Treasurer	June 18, 2010
/s/  Harris Koffer Harris Koffer	President, Chief Operating Officer and Director	June 18, 2010
/s/  Thomas Armstrong Thomas R. Armstrong	Director	June 18, 2010
/s/  Jack Dean Jack H. Dean	Director	June 18, 2010

II-6

Name	Title	Date
/s/  James Macdonald James R. Macdonald	Director	June 18, 2010
/s/  Warren Myers Warren W. Myers	Director	June 18, 2010
/s/  Daniel Raynor Daniel Raynor	Director	June 18, 2010
/s/  Stephen Stonefield Stephen E. Stonefield	Director	June 18, 2010
/s/  Peter M. Yu Peter M. Yu	Director	June 18, 2010

II-7

EXHIBIT LIST

Exhibit No.			Description
	1	.1*	Form of Underwriting Agreement
	2	.1+	Agreement and Plan of Merger dated as of April 26, 2007 among Cross Shore Acquisition Corporation, Longxia Acquisition, Inc., Research Pharmaceutical Services, Inc., The RPS Securityholders and Daniel M. Perlman and Daniel Raynor, as the RPS Securityholders Committee
	2	.2+	First Amendment to Agreement and Plan of Merger dated as of June 5, 2007 among Cross Shore Acquisition Corporation, Longxia Acquisition, Inc., Research Pharmaceutical Services, Inc., and Daniel M. Perlman and Daniel Raynor, as the RPS Securityholders Committee
	2	.3+	Second Amendment to Agreement and Plan of Merger dated as of July 6, 2007 among Cross Shore Acquisition Corporation, Longxia Acquisition, Inc., Research Pharmaceutical Services, Inc., and Daniel M. Perlman and Daniel Raynor, as the RPS Securityholders Committee
	2	.4+	Agreement for the Sale and Purchase of the Share Capital in IMEREM Institute for Medical Research Management and Biometrics—Institut für medizinisches Forschungsmanagement und Biometrie—Ein unabhaengiges Forschungsunternehmen GmbH dated December 22, 2008
	2	.5+	Agreement for the Sale and Purchase of the Share Capital in Infociencia, S.L. dated December 22, 2008
	2	.6+	Agreement for the Sale and Purchase of the Share Capital in Therapharm Recherches Th.R. dated December 23, 2008
	2	.7+	Share Purchase Agreement Relating to Paramax International Inc. dated March 30, 2009
	3	.1	Second Restated Certificate of Incorporation of Cross Shore Acquisition Corporation, as amended
	3	.2	Restated By-laws of Cross Shore Acquisition Corporation
	4	.1	Registration Rights Agreement dated as of August 30, 2007 between Cross Shore Acquisition Corporation and Daniel M. Perlman and Daniel Raynor as the RPS Securityholders Committee
	4	.2	Investor Rights Agreement dated as of April 24, 2006 among Cross Shore Acquisition Corporation, Sunrise Securities Corp. and Collins Stewart Limited
	4	.3	Registration Rights Agreement dated as of April 24, 2006 by and among Cross Shore Acquisition Corporation, Stephen Stonefield, Jon Burgman, CSA I, LLC, CSA II, LLC, CSA III, LLC, and Sunrise Securities Corp.
	4	.4	Specimen Certificate of Common Stock
	4	.5‡	ReSearch Pharmaceutical Services, Inc. 2007 Equity Incentive Plan
	5	.1*	Opinion of Drinker Biddle & Reath LLP
	10	.1	Pennsylvania Full Service Lease between Brandywine Operating Partnership, L.P. and ReSearch Pharmaceutical Services, Inc. for 520 Virginia Drive, Fort Washington, Pennsylvania, dated as of August 7, 2006
	10	.2	Revolving Credit and Security Agreement by and among ReSearch Pharmaceutical Services, Inc and PNC Bank, N.A. dated November 1, 2006
	10	.3	First Amendment and Waiver by and among ReSearch Pharmaceutical Services, Inc. and PNC Bank, N.A. dated August 29, 2007
	10	.4	Third Amendment to Revolving Credit and Security Agreement by and among ReSearch Pharmaceutical Services, Inc. and PNC Bank, N.A. dated July 9, 2009
	10	.5‡	Employment Agreement dated April 26, 2007 between Cross Shore Acquisition Corporation and Daniel Perlman
	10	.6‡	Employment Agreement dated April 26, 2007 between Cross Shore Acquisition Corporation and Harris Koffer
	10	.7‡	Employment Agreement dated April 26, 2007 between Cross Shore Acquisition Corporation and Steven Bell
	10	.8‡	Employment Agreement dated December 6, 2007 between ReSearch Pharmaceutical Services, LLC and Samir Shah
	10	.9‡	Employment Agreement dated April 28, 2001 between ReSearch Pharmaceutical Services, Inc. and Janet Brennan
	10	.10‡	Standard form of Non-Qualified Stock Option Award Agreement

Exhibit No.			Description
	10	.11‡	Standard form of Replacement Incentive Stock Option Award Agreement
	10	.12‡	Agreement Concerning Board of Directors dated August 20, 2007 between ReSearch Pharmaceutical Services, Inc. and Pangaea One Acquisition Holdings I, LLC
	10	.13	Share Repurchase Agreement dated October 4, 2007 between ReSearch Pharmaceutical Services, Inc. and Pangaea One Acquisition Holdings I, LLC
	10	.14	Consulting Agreement dated November 16, 2007 between ReSearch Pharmaceutical Services, Inc. and Cartesian Capital Management, LLC
	10	.15‡	Employment Agreement Relating to Business Information, Trade Secrets and Non-Competition dated May 28, 2006 between ReSearch Pharmaceutical Services, Inc. and Harris Koffer
	21	.1	List of subsidiaries of ReSearch Pharmaceutical Services, Inc.
	23	.1*	Consent of Drinker Biddle & Reath LLP (included in Exhibit 5.1)
	23	.2	Consent of Ernst & Young LLP
	23	.3	Consent of McGladrey & Pullen, LLP
	24	.1	Power of Attorney (included in signature pages)

*	To be filed by amendment.
+	Certain schedules and exhibits have been omitted from this exhibit pursuant to Item 601(b)(2) of Regulation S-K and are not filed herewith. The Registrant agrees to furnish supplementally a copy of the omitted schedules and exhibits to the Securities and Exchange Commission upon request.
‡	Management contract or compensatory plan.

EX-2.1

Exhibit 2.1

AGREEMENT AND PLAN OF MERGER

dated as of April 26, 2007

among

CROSS SHORE ACQUISITION CORPORATION,

LONGXIA ACQUISITION, INC.,

RESEARCH PHARMACEUTICAL SERVICES, INC.,

THE RPS SECURITYHOLDERS

and

DANIEL M. PERLMAN and DANIEL RAYNOR, as the RPS Securityholders Committee

TABLE OF CONTENTS

	Page
Article I. The Merger		1
Section 1.1 The Merger		1
Section 1.2 Effective Time		1
Section 1.3 Effect of the Merger		1
Section 1.4 Governing Documents		2
Section 1.5 Directors and Officers		2
Section 1.6 Tax Consequences		2
Article II. Effect of Merger on Capital Stock		2
Section 2.1 Conversion of Securities in the Merger		2
Section 2.2 Dissenters’ Rights		4
Section 2.3 Exchange of Certificates		4
Section 2.4 Withholding Rights		6
Section 2.5 Further Actions		6
Article III. Representations and Warranties Concerning Target		6
Section 3.1 Organization and Qualification		6
Section 3.2 Governing Documents; Corporate Records		7
Section 3.3 Corporate Power and Authority; Vote Required		7
Section 3.4 Capitalization		8
Section 3.5 Subsidiaries		9
Section 3.6 No Violation		10
Section 3.7 Approvals		10
Section 3.8 Financial Statements		10
Section 3.9 Ordinary Course Operations		11
Section 3.10 Absence of Litigation		11
Section 3.11 Compliance with Laws		12
Section 3.12 Permits		12
Section 3.13 Environmental Matters		12
Section 3.14 Title to Assets; Real Estate		13
Section 3.15 Scheduled Contracts; No Default		13
Section 3.16 Intellectual Property Rights		14

- i  -

TABLE OF CONTENTS

(continued)

	Page
Section 3.17 Private Information		15
Section 3.18 Accounts Receivable		16
Section 3.19 Taxes		16
Section 3.20 Insurance		18
Section 3.21 Employees		18
Section 3.22 Employee Benefit Plans		19
Section 3.23 No Illegal Payments		22
Section 3.24 Related-Party Transactions		22
Section 3.25 Assumptions and Guaranties of Liabilities		22
Section 3.26 No Brokers		23
Section 3.27 Information Supplied		23
Section 3.28 Customers and Suppliers		23
Article IV. Representations and Warranties Concerning the RPS Securityholders		23
Section 4.1 Organization of Certain RPS Securityholders		23
Section 4.2 Authorization		24
Section 4.3 Noncontravention		24
Section 4.4 Target Capital Stock and Target Warrants		24
Section 4.5 Investment Status		24
Article V. Representations and Warranties of Parent and Merger Sub		25
Section 5.1 Organization and Qualification		25
Section 5.2 Governing Documents		25
Section 5.3 Corporate Power and Authority; Vote Required		25
Section 5.4 Capitalization		26
Section 5.5 Ownership of Merger Sub; No Prior Activities		27
Section 5.6 No Violation		28
Section 5.7 Approvals		28
Section 5.8 Financial Statements		29
Section 5.9 Trust Fund		29
Section 5.10 No Brokers		29
Section 5.11 Parent Contracts		29

- ii  -

TABLE OF CONTENTS

(continued)

	Page
Section 5.12 Operations of Parent		30
Section 5.13 Absence of Litigation		30
Section 5.14 Compliance with Laws		30
Section 5.15 No Illegal Payments		30
Section 5.16 Information Supplied		31
Section 5.17 Related-Party Transactions		31
Article VI. Covenants		31
Section 6.1 Conduct of Business by Target Pending the Closing		31
Section 6.2 Conduct of Business by Parent Pending the Closing		34
Section 6.3 AIM Notification; Readmission Document		35
Section 6.4 Information and Offering Memorandum		37
Section 6.5 Parent Stockholder Approval		37
Section 6.6 Appropriate Action; Consents; Filings		38
Section 6.7 Access to Target Information; Confidentiality		39
Section 6.8 No Solicitation of Transactions		39
Section 6.9 Takeover Statutes		40
Section 6.10 Public Announcements		40
Section 6.11 RPS Securityholders Committee		40
Section 6.12 Delivery of Interim Financial Statements		41
Section 6.13 FIRPTA Certification		41
Section 6.14 Second Merger		41
Section 6.15 Board Approval; Officers		42
Section 6.16 Release		42
Section 6.17 Further Assurances		43
Section 6.18 Lockup Agreements		43
Section 6.19 Parent Option Plan		43
Section 6.20 Dividend; Use of Target Closing Cash		43
Section 6.21 Parent Warrants and New Parent Warrants		43
Section 6.22 Employment Agreements; Service Agreements		44
Article VII. Closing Conditions		44

- iii  -

TABLE OF CONTENTS

(continued)

	Page
Section 7.1 Conditions to Obligations of Each Party Under This Agreement		44
Section 7.2 Additional Conditions to Obligations of Parent and Merger Sub		46
Section 7.3 Additional Conditions to Obligations of Target		46
Section 7.4 Waiver		47
Article VIII. Termination, Amendment and Waiver		47
Section 8.1 Termination		47
Section 8.2 Effect of Termination		48
Section 8.3 Amendment		49
Section 8.4 Waiver		49
Section 8.5 Fees and Expenses		49
Article IX. Indemnification		49
Section 9.1 Indemnification in respect of Target		49
Section 9.2 Indemnification in respect of the RPS Securityholders		50
Section 9.3 Indemnification in respect of Parent		50
Section 9.4 Survival		51
Section 9.5 Limitations		52
Section 9.6 Third Party Claims		52
Section 9.7 Payment of Indemnification Claims		54
Section 9.8 RPS Securityholders Contribution		54
Article X. General Provisions		57
Section 10.1 Notices		57
Section 10.2 Definitions		58
Section 10.3 Accounting Terms		71
Section 10.4 Construction and Interpretation		71
Section 10.5 Descriptive Headings		71
Section 10.6 Severability		71
Section 10.7 Entire Agreement		72
Section 10.8 Assignment; Binding Effect		72
Section 10.9 Enforcement		72
Section 10.10 No Recourse Against CSA Trust		72

- iv  -

TABLE OF CONTENTS

(continued)

	Page
Section 10.11 Termination of Target Shareholder Agreement		73
Section 10.12 Governing Law		73
Section 10.13 Consent to Jurisdiction		73
Section 10.14 Jury Trial Waiver		73
Section 10.15 Disclosure		74
Section 10.16 Fees Payable by Target and Parent		74
Section 10.17 Counterparts and Effectiveness of Agreement		74

- v  -

EXHIBITS:

Exhibit A	-	Form of Certificate of Merger
Exhibit B	-	Amended and Restated Limited Liability Company Agreement
Exhibit C	-	Form of Letter of Transmittal
Exhibit D	-	Form of Press Release
Exhibit E	-	Form of Charter Amendment
Exhibit F	-	Form of Introduction Agreement
Exhibit G	-	Form of Lockup Agreement
Exhibit H	-	Form of New Parent Warrant
Exhibit I	-	Form of Parent Option Plan
Exhibit J	-	Form of Registration Rights Agreement

ATTACHMENTS:

Schedule 2.1(g)
Target Disclosure Letter
Parent Disclosure Letter
Schedule 6.18 – Lockup Agreements
Schedule 10.16 – Fees Payable by Target and Parent

AGREEMENT AND PLAN OF MERGER

     AGREEMENT AND PLAN OF MERGER, dated as of April 26, 2007 (this “Agreement”), by and among Cross Shore Acquisition Corporation, a Delaware corporation (“Parent”), Longxia Acquisition, Inc., a Pennsylvania corporation (“Merger Sub”), ReSearch Pharmaceutical Services, Inc., a Pennsylvania corporation (“Target”), the RPS Securityholders that execute a signature page to this Agreement or a Letter of Transmittal and Daniel M. Perlman and Daniel Raynor (the “RPS Securityholders Committee”).

     WHEREAS, Target and Parent believe that it is in the best interests of their companies and their respective stockholders for Parent to acquire all of the outstanding capital stock of Target through the merger of Merger Sub with and into Target with Target being the surviving corporation (the “Merger”), upon the terms and subject to the conditions set forth in this Agreement and in accordance with the relevant provisions of the Pennsylvania Business Corporation Law of 1988, as amended (the “PABCL”), followed by the merger of the surviving corporation of the Merger with and into Merger Sub Two (the “Second Merger”); and

     WHEREAS, Target and Parent desire to make certain representations, warranties, covenants and agreements in connection with the transactions contemplated hereby.

     NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth in this Agreement, the parties agree as follows:

Article I.
The Merger

     Section 1.1 The Merger. At the Effective Time and upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, Merger Sub shall be merged with and into Target. As a result of the Merger, the separate corporate existence of Merger Sub shall cease and Target shall continue as the surviving corporation of the Merger (the “Surviving Corporation”).

     Section 1.2 Effective Time. Unless this Agreement is terminated pursuant to Section 8.1, as promptly as practicable, and in any event within three (3) business days, after the conditions set forth in Article VII hereof are satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing), the parties shall cause the Merger to be consummated by executing and filing a certificate of merger, substantially in the form attached hereto as Exhibit A (the “Certificate of Merger”), with the Secretary of the Commonwealth of the Commonwealth of Pennsylvania (the date and time of such filing, or such later date or time as is specified in the Certificate of Merger, is referred to herein as the “Effective Time”). A closing (the “Closing”) will take place at the offices of McDermott Will & Emery LLP, 227 West Monroe Street, Chicago, Illinois 60606, on the date of such filing (such date on which the Closing actually occurs, the “Closing Date”).

     Section 1.3 Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in the applicable provisions of the PABCL. Without limiting the generality of the foregoing, at the Effective Time all the properties, rights, privileges, powers and franchises of

Target and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations and duties of Target and Merger Sub shall become the debts, liabilities, obligations and duties of the Surviving Corporation.

     Section 1.4 Governing Documents. At the Effective Time, the articles of incorporation and by-laws of Target, as in effect immediately prior to the Effective Time, shall automatically, and without further action, become the articles of incorporation and by-laws of the Surviving Corporation and thereafter will continue to be its articles of incorporation and by-laws until further amended as provided therein and in accordance with the relevant provisions of the PABCL.

     Section 1.5 Directors and Officers. The initial directors of the Surviving Corporation at the Effective Time shall be Daniel M. Perlman (as Chair), Edward V. Yang, Harris Koffer, Dennis M. Smith, Stephen E. Stonefield, Daniel Raynor and James Macdonald, each to hold office in accordance with the articles of incorporation and by-laws of the Surviving Corporation until his or her successor is duly elected or appointed and qualified. The initial officers of the Surviving Corporation and Parent at the Effective Time and of Merger Sub Two following consummation of the Second Merger shall be Daniel M. Perlman as Chief Executive Officer and Chairman of the Board; Harris Koffer as President and Chief Operating Officer; and Steven Bell as Executive Vice President, Chief Financial Officer, Treasurer and Secretary, each to hold office in accordance with the by-laws of Parent and of the Surviving Corporation and in accordance with the Amended and Restated Limited Liability Company Agreement of Merger Sub Two substantially in the form attached hereto as Exhibit B, as applicable, until his successor is duly elected or appointed and qualified.

     Section 1.6 Tax Consequences. It is intended by the parties that the Merger, together with the Second Merger, shall constitute a reorganization within the meaning of Section 368(a) of the Code and the parties shall not take income tax positions inconsistent with such qualification.

Article II.
Effect of Merger on Capital Stock

     Section 2.1 Conversion of Securities in the Merger. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Target, Merger Sub or any other Person:

          (a) Conversion of Merger Sub Capital Stock. Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time will automatically be canceled and converted into one fully paid and non-assessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

          (b) Cancellation of Certain Shares. Each share of Target Capital Stock held by Parent or Merger Sub, if any, or held in the treasury of Target, immediately prior to the Effective Time shall automatically be canceled, without any conversion thereof, and no payment shall be made with respect thereto.

          (c) Conversion of Target Common Stock.

2

               (i) Each share of Target Common Stock issued and outstanding immediately prior to the Effective Time (other than those held by Daniel M. Perlman and any Dissenting Shares) will be canceled and will, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive the Per Share Merger Consideration and each holder thereof will cease to have any rights with respect thereto, except the right to receive the Per Share Merger Consideration subject to and in accordance with Section 2.3.

               (ii) Each share of Target Common Stock issued and outstanding immediately prior to the Effective Time that is held by Daniel M. Perlman (other than Dissenting Shares) will be canceled and will, by virtue of the Merger and without any action on the part of Daniel M. Perlman, be converted into the right to receive the Perlman Per Share Merger Consideration and Daniel M. Perlman will cease to have any rights with respect thereto, except the right to receive the Perlman Per Share Merger Consideration subject to and in accordance with Section 2.3.

               (iii) Each Target Option Share issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares) will be canceled and will, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive the Target Optionholder Merger Consideration and each holder thereof will cease to have any rights with respect thereto, except the right to receive the Target Optionholder Merger Consideration subject to and in accordance with Section 2.3.

          (d) Conversion of Target Warrants. Each Target Warrant issued and outstanding immediately prior to the Effective Time will be canceled and will, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive the Warrant Per Share Merger Consideration for each share of Target Common Stock for which such Target Warrant is exercisable and each holder of a Certificate therefor will cease to have any rights with respect thereto, except the right to receive the Warrant Per Share Merger Consideration for each share of Target Common Stock for which such Target Warrant is exercisable subject to and in accordance with Section 2.3.

          (e) Conversion of Target Preferred Stock. Each share of Target Preferred Stock issued and outstanding immediately prior to the Effective Time will automatically be canceled, retired and cease to exist and (other than Dissenting Shares) will, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive (i) the Per Share Merger Consideration plus (ii) a cash payment equal to the amount of any accrued but unpaid dividends thereon (“Accrued Dividends”) and each holder thereof will cease to have any rights with respect thereto, except the right to receive the Per Share Merger Consideration and Accrued Dividends subject to and in accordance with Section 2.3.

          (f) Target Options. Each Target Option issued and outstanding immediately prior to the Effective Time will, as of the Effective Time, automatically be terminated and converted (the “Option Termination and Conversion”) into a Parent Option exercisable for that number of whole shares of Parent Common Stock equal to the product (rounded down to the nearest whole number of shares Parent Common Stock, with no cash being payable for any fractional share eliminated by such rounding) of the number of shares of Target Common Stock

3

that were issuable upon exercise of the Target Option immediately prior to the Effective Time, multiplied by 1.9947. The per share exercise price for the Parent Option shall be equal to the quotient (rounded up to the nearest whole cent) obtained by dividing the exercise price per share of Target Common Stock at which such Target Option was exercisable immediately prior to the Effective Time by 1.9947. The Parent Options shall be granted pursuant and subject to the Parent Option Plan and the applicable award agreement.

          (g) Solely for illustrative purposes, Schedule 2.1(g) attached hereto sets forth the conversion of shares of Target Capital Stock and Target Warrants in accordance with the terms of this Section 2.1 in respect of each holder thereof. In the event of any discrepancy or inconsistency between Exhibit C and this Section 2.1, the terms of this Section 2.1 shall prevail.

     Section 2.2 Dissenters’ Rights.

          (a) Notwithstanding anything in this Agreement to the contrary, shares of Target Capital Stock that are issued and outstanding immediately prior to the Effective Time and that are owned by any Target Shareholder who has not voted in favor of the Merger or consented thereto in writing and who has demanded payment of the fair value of such shares in accordance with Section 1575 of the PABCL (the “Dissenting Shares”) will not be converted into or be exchangeable for the right to receive the consideration set forth in Section 2.1 with respect thereto, unless and until such Target Shareholder fails to perfect, effectively withdraws or otherwise loses the right to payment of the fair value of such shares, and instead, such Target Shareholder will be entitled to payment of the fair value of such Dissenting Shares in accordance with the PABCL. If any such Target Shareholder fails to perfect or effectively withdraws or loses such payment rights, each share of Target Capital Stock held by such Target Shareholder will thereupon be deemed to have been converted into the right to receive and become exchangeable for, at the Effective Time, the consideration set forth in Section 2.1.

          (b) Target will give Parent (i) prompt notice of any demands for payment filed pursuant to Section 1575 of the PABCL, withdrawals of such demands and any other instruments served or delivered in connection with such demands pursuant to the PABCL and received by Target and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands under the PABCL. Target will not, except with the prior written consent of Parent, (a) make any payments with respect to any such demand or (b) settle any such demand.

     Section 2.3 Exchange of Certificates.

          (a) Exchange Procedures. An RPS Securityholder will have satisfied the “Delivery Requirements” if such RPS Securityholder (i) executes and delivers a counterpart signature page to this Agreement, (ii) executes and delivers a Letter of Transmittal (as defined below) and (iii) delivers original Certificates representing such RPS Securityholder’s Target Capital Stock and Target Warrants, if any, or an Affidavit of Loss to Parent. From and after the Effective Time, Parent shall have and make available a sufficient amount of cash and a sufficient number of shares of Parent Common Stock and New Parent Warrants for exchange in accordance with the terms and conditions of this Agreement. No RPS Securityholder shall be entitled to receive its share of the applicable Merger Consideration provided in Section 2.1 until it has satisfied the Delivery Requirements. Target shall use commercially reasonable efforts to

4

mail or deliver (or cause to be mailed or delivered) within fourteen (14) days after the date of this Agreement a letter of transmittal substantially in the form attached hereto as Exhibit C (the “Letter of Transmittal”) and a copy of the Information and Offering Memorandum to each RPS Securityholder that did not previously satisfy the Delivery Requirements. Target shall, upon receiving any original Letter of Transmittal, Certificate, Affidavit of Loss or other communication or correspondence concerning the Letter of Transmittal or the Merger, promptly inform Parent of the same and deliver such original to Parent (it being understood that in all cases Parent shall receive and hold the original of the Letter of Transmittal in escrow pending the Closing and the RPS Securityholders Committee shall receive and hold a copy of the Letter of Transmittal). From and after the Effective Time, Parent shall within three (3) Business Days after an RPS Securityholder has satisfied the Delivery Requirements (x) pay such RPS Securityholder in cash, by wire transfer of immediately available funds the amount of any cash to which such RPS Securityholder is entitled pursuant to Section 2.1 to the account(s) specified in such RPS Securityholder’s Letter of Transmittal and (y) deliver to such RPS Securityholder the number of shares of Parent Common Stock and New Parent Warrants to which such RPS Securityholder is entitled pursuant to Section 2.1 (if any). Until surrendered as contemplated by this Section 2.3, each Certificate shall be deemed upon and at any time after the Effective Time to represent only the right to receive the appropriate amount of the consideration without interest as provided in Section 2.1.

          (b) Transfer Restrictions. The shares of Parent Common Stock and the New Parent Warrants to be issued by Parent in connection with the Merger may not be transferred or resold thereafter, except in compliance with the terms of this Agreement and the other Ancillary Documents and following registration under the Securities Act or in reliance on an exemption from registration under the Securities Act. Shares of Parent Common Stock and the New Parent Warrants shall also be subject to the restrictions on transfer, sale and other disposition as set forth in the by-laws of Parent and in such agreements as may exist between Parent and its stockholders. In connection therewith, Parent shall be entitled to affix appropriate legends to the certificates representing the shares of Parent Common Stock and the New Parent Warrants issued in connection with the Merger.

          (c) No Further Ownership Rights. At the Effective Time, the stock transfer books of Target will be closed, and there will be no further registration of transfers on the stock transfer books of the Surviving Corporation of shares of Target Capital Stock or Target Warrants that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation for transfer or any other reason, they will be canceled and exchanged for the applicable portion of the Merger Consideration provided in Section 2.1.

          (d) Lost, Stolen or Destroyed Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed, which shall be in form and substance reasonably satisfactory to Parent (an “Affidavit of Loss”), Parent will deliver in exchange for such lost, stolen or destroyed Certificate, the applicable portion of the Merger Consideration provided in Section 2.1 for each share of Target Capital Stock and each Target Warrant formerly evidenced by such Certificate, and such certificate shall then be canceled. Each Affidavit of Loss shall require the return of any original certificate located subsequent to the delivery of the applicable

5

portion of the Merger Consideration and the indemnification of Parent for any loss, cost, expense or damage related thereto.

     Section 2.4 Withholding Rights. Each of the Surviving Corporation, Parent, Merger Sub and the RPS Securityholders Committee shall be entitled to deduct and withhold from the consideration otherwise payable in connection with this Agreement to any RPS Securityholder such amounts as it is required pursuant to applicable Law to deduct and withhold with respect to Taxes; provided that the Surviving Corporation, Parent, Merger Sub or the RPS Securityholders Committee, as the case may be, promptly pays when due such amount deducted and withheld to the appropriate Governmental Authority for the account of such RPS Securityholder. To the extent that amounts are so withheld and paid, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the RPS Securityholder in respect of which such deduction and withholding was made.

     Section 2.5 Further Actions. If, at any time after the Effective Time, Parent or the Surviving Corporation shall consider or be advised that any deeds, bills of sale, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either Merger Sub or Target acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement and the Merger, the officers and directors of Parent and the Surviving Corporation are hereby authorized to execute and deliver, in the name and on behalf of each of Merger Sub or Target or otherwise, all such deeds, bills of sale, assignments and assurances and to take and do, in the name and on behalf of each of Merger Sub or Target or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title and interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreement and the Merger.

Article III.
Representations and Warranties Concerning Target

          Target hereby represents and warrants to Parent and Merger Sub that, except as set forth in the Disclosure Letter furnished by Target to Parent simultaneously with the execution hereof (the “Target Disclosure Letter”), the statements contained in this Article III are true, complete and correct as of the date hereof, and will be true and correct as of the Effective Time, except to the extent such representations and warranties are specifically made as of a particular date (in which case such representations and warranties are true, complete and correct as of such date).

     Section 3.1 Organization and Qualification. Target is a corporation duly incorporated and subsisting under the laws of Pennsylvania. Each of Target’s Subsidiaries is a business entity validly formed and organized in jurisdictions outside the United States as set forth in Section 3.1 of the Target Disclosure Letter. Target and each of its Subsidiaries has all requisite power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted. Target is in good standing, and Target and each of its Subsidiaries is duly qualified or licensed to do business, in each jurisdiction in which the nature of its business or its ownership or leasing of property requires such qualification, except for those jurisdictions in which the

6

failure to be so qualified or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have, a Target Material Adverse Effect. Section 3.1 of the Target Disclosure Letter sets forth a true, complete and correct list of all foreign jurisdictions in which Target or any of its Subsidiaries is so qualified or licensed.

     Section 3.2 Governing Documents; Corporate Records. Copies of the articles of incorporation and by-laws of Target, as currently in effect (collectively, the “Target Governing Documents”), and the articles of incorporation and by-laws or comparable organizational documents, each as currently in effect, for each of Target’s Subsidiaries (collectively, the “Subsidiary Governing Documents”), heretofore delivered to Parent are true, complete and correct copies of such instruments as in effect as of the date hereof. The Target Governing Documents and the Subsidiary Governing Documents are in full force and effect. Target is not in material violation of any provision of the Target Governing Documents, and none of Target’s Subsidiaries is in material violation of any provision of the Subsidiary Governing Documents applicable to it. The books and records, minute books, stock record books and other similar records of Target and each of its Subsidiaries, all of which have been delivered to Parent, are true, complete and correct in all material respects.

     Section 3.3 Corporate Power and Authority; Vote Required.

          (a) Target has all requisite corporate power and authority to execute and deliver this Agreement and each other document contemplated hereby to which Target is a party (each, a “Target Document” and collectively, the “Target Documents”). Subject to obtaining the Target Shareholder Approval, the execution and delivery by Target of this Agreement and each of the Target Documents, the performance by Target of its obligations hereunder and thereunder and the consummation by Target of the transactions contemplated hereby and thereby (including, without limitation, the Second Merger) have been duly authorized by all necessary corporate actions on the part of Target, and no other proceedings on the part of Target are necessary to authorize this Agreement or any of the Target Documents or to consummate the transactions contemplated hereby or thereby (including, without limitation, the Second Merger). This Agreement has been duly executed and delivered by Target and, assuming the due authorization, execution and delivery hereof by Parent and Merger Sub, constitutes legal, valid and binding obligations of Target, enforceable against Target in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar Laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity) (collectively, “Equitable Limitations”). Each of the Target Documents, assuming the due authorization, execution and delivery thereof by each other party thereto at the Closing, will constitute legal, valid and binding obligations of Target, enforceable against Target in accordance with their respective terms, except as such enforceability may be limited by Equitable Limitations.

          (b) The Target Board, at a meeting duly called and held prior to execution of this Agreement or by written consent in lieu of a meeting of the Target Board, unanimously adopted resolutions (i) approving and adopting this Agreement, the Merger, the Option Termination and Conversion and the other transactions contemplated by this Agreement and (ii) recommending that the Target Shareholders approve and adopt this Agreement.

7

          (c) The only vote of the holders of any class or series of Target Capital Stock necessary to approve this Agreement and the consummation of the Merger and the other transactions contemplated hereby is the affirmative vote, at a meeting duly called and held, or by written consent in lieu of such meeting, of (i) the holders of a majority of the outstanding shares of Target Common Stock and Target Preferred Stock, voting together as a single class on an as-converted to Target Common Stock basis, (ii) the holders of a majority of the outstanding shares of Target Series A Preferred Stock, voting together as a single class on an as-converted to Target Common Stock basis, and (iii) the holders of a majority of the outstanding shares of Target Series B Preferred Stock, voting together as a single class on an as-converted to Target Common Stock basis, (collectively, the “Target Shareholder Approval”), in accordance with the provisions of the Target Governing Documents and applicable Laws.

     Section 3.4 Capitalization.

          (a) As of the date hereof, the authorized capital stock of Target consists of 18,000,000 shares of Target Common Stock, of which there are 3,914,046 shares issued and outstanding; 5,401,960 shares of Target Series A Preferred Stock, all of which are issued and outstanding; and 910,000 shares of Target Series B Preferred Stock, of which there are 904,705 shares issued and outstanding.

          (b) As of the date hereof, the Target Capital Stock is held of record by the Persons and in the amounts set forth in Section 3.4(b) of the Target Disclosure Letter. Each of the issued and outstanding shares of Target Capital Stock: (i) has been offered and sold in material compliance with all applicable securities Laws; (ii) has been duly authorized and validly issued in material compliance with all applicable Laws and the provisions of the Target Governing Documents; (iii) is fully paid and nonassessable; and (iv) is free of preemptive rights. The amount of all accrued and unpaid dividends in respect of the Target Capital Stock is set forth in Section 3.4(b) of the Target Disclosure Letter.

          (c) Except as set forth below (or as may be issued in compliance with Section 6.1) no shares of Target Capital Stock are, and at the Effective Time no shares of Target Capital Stock will be, reserved for any purpose. As of the date hereof, 1,133,682 shares of Target Common Stock are issuable (and such number was reserved for issuance) upon exercise of outstanding Target Options, and 985,715 shares of Target Common Stock are issuable (and such number was reserved for issuance) upon exercise of outstanding Target Warrants, which Target Options and Target Warrants are held by the Persons and in the amounts set forth in Section 3.4(c) of the Target Disclosure Letter. As of the date hereof, except as described in this Section 3.4(c) and except as set forth in Section 3.4(c) of the Target Disclosure Letter: (i) there are no outstanding stock or other ownership interests in Target or any options or warrants or other rights, agreements, arrangements or commitments of any character (including stock appreciation rights, phantom stock or similar rights, agreements, arrangements or commitments) to which Target is a party or by which Target is bound: (a) relating to any issued or unissued Target Capital Stock; (b) obligating Target to issue, deliver, sell, repurchase, redeem or otherwise acquire or dispose of, or cause to be issued, delivered, sold, repurchased, redeemed or otherwise acquired or disposed of, any Target Capital Stock; (c) obligating Target to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such option, warrant, right, agreement, arrangement or commitment; or (d) obligating Target to grant,

8

issue or sell any Target Capital Stock by sale, lease, license or otherwise; (ii) no shares of Target Capital Stock are subject to repurchase rights, vesting or similar restrictions as of the date hereof; (iii) except for the Target Shareholder Agreement, Target is not a party to any, and as of the date hereof, to the Knowledge of Target, without inquiry, there are no other, voting trusts, proxies or other agreements or understandings with respect to the voting interests of Target; and (iv) there are no agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which (x) Target is or could be required to register the offer or sale of shares of Target Capital Stock or other securities under the Securities Act; or (y) any Person is or may be entitled to receive any payment based on the revenues or earnings, or calculated in accordance therewith, of Target. There are no Target Options other than those issued pursuant to the Target Option Plan, and Target has provided to Parent true, correct and complete copies of the Target Option Plan and each underlying agreement related thereto.

     Section 3.5 Subsidiaries.

          (a) Set forth in Section 3.5(a) of the Target Disclosure Letter is a true, correct and complete list of all direct and indirect Subsidiaries of Target. Except as described in Section 3.5(a) of the Target Disclosure Letter, neither Target nor any of its Subsidiaries holds or owns, directly or indirectly, has agreed to purchase or otherwise acquire, or holds any interest convertible into or exchangeable or exercisable for, any securities, equity interests or rights in any other corporation, partnership, joint venture or other Person, and there are no outstanding obligations of Target or any of its Subsidiaries to provide funds to or for the benefit of, or make any investment (in the form of a loan, capital contribution or otherwise) in, or provide any guarantee with respect to the obligations of, any other Person. All outstanding equity interests owned by Target or any of its Subsidiaries described in Section 3.5(a) of the Target Disclosure Letter are validly issued, fully paid and nonassessable and owned by Target free and clear of all Liens.

          (b) Except as described in Section 3.5(b) of the Target Disclosure Letter, (i) there are no outstanding stock or other ownership interests in any Subsidiary of Target or any options or warrants or other rights, agreements, arrangements or commitments of any character (including stock appreciation rights, phantom stock or similar rights, agreements, arrangements or commitments) to which any Subsidiary of Target is a party or by which any Subsidiary of Target is bound: (a) relating to any issued or unissued shares of capital stock of such Subsidiary; (b) obligating such Subsidiary to issue, deliver, sell, repurchase, redeem or otherwise acquire or dispose of, or cause to be issued, delivered, sold, repurchased, redeemed or otherwise acquired or disposed of, any shares of capital stock of such Subsidiary; (c) obligating such Subsidiary to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such option, warrant, right, agreement, arrangement or commitment; or (d) obligating such Subsidiary to grant, issue or sell any shares of capital stock of such Subsidiary by sale, lease, license or otherwise; (ii) no shares of capital stock of any Subsidiary of Target are subject to repurchase rights, vesting or similar restrictions as of the date hereof; (iii) no Subsidiary of Target is a party to any, and as of the date hereof, to the Knowledge of Target, there are no other, voting trusts, proxies or other agreements or understandings with respect to the voting interests of any Subsidiary of Target; and (iv) there are no agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which (x) any Subsidiary of Target is or could be required to register the offer or sale of shares of its capital stock or other securities

9

under the Securities Act; or (y) any Person is or may be entitled to receive any payment based on the revenues or earnings, or calculated in accordance therewith, of any Subsidiary of Target. Target has provided to Parent true, correct and complete copies of any option or similar plan maintained by any Subsidiary of Target and any underlying agreements related thereto.

     Section 3.6 No Violation. The execution and delivery of this Agreement and each of the Target Documents by Target do not, and the performance by Target of its obligations hereunder and thereunder and the consummation by Target of the transactions contemplated hereby and thereby (including, without limitation, the Second Merger) will not: (i) conflict with or violate any provisions of the Target Governing Documents as in effect at the Effective Time; (ii) assuming compliance with the matters referred to in Section 3.7, conflict with or violate any material Law or any judgment applicable to Target or any of its Subsidiaries or by or to which any of their respective material assets or material properties is bound or subject; (iii) result in the creation or imposition of any Lien (other than Permitted Liens) on any of Target’s or any of its Subsidiaries’ assets or properties; or (iv) except as described in Section 3.6 of the Target Disclosure Letter, require any consent or other action by any Person under, or result in any material breach of or constitute a material default (or an event that with notice or lapse of time or both would become a material default) under, or require the giving of notice or any other action under, or give rise to any right of termination, change in control, amendment, modification, revocation of grant of rights or assets, placement into or release from escrow of any of Target’s or any of its Subsidiaries’ assets or properties, acceleration or cancellation of, or require payment under, or result in a material loss of any benefit to which Target or any of its Subsidiaries is entitled pursuant to, any note, bond, mortgage, insurance policy, indenture, deed of trust, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Target or any of its Subsidiaries is a party or by or to which Target or any of its Subsidiaries or any of their respective assets or properties is bound or subject.

     Section 3.7 Approvals. Except as described in Section 3.7 of the Target Disclosure Letter, no Approval of any Governmental Authority or other Person is required to be made, obtained or given by or with respect to Target or any of its Subsidiaries in connection with the execution and delivery by Target of this Agreement, the performance by Target of its obligations hereunder or the consummation by Target of the transactions contemplated hereby (including, without limitation, the Second Merger), except for (i) the filing of the Certificate of Merger with the Secretary of State of the Commonwealth of Pennsylvania and (ii) the Target Shareholder Approval.

     Section 3.8 Financial Statements.

          (a) Target’s consolidated financial statements as of and for the years ended December 31, 2005 and December 31, 2006 and as of and for the two months ended February 28, 2007 (including, in each case, any notes thereto) set forth in Section 3.8(a) of the Target Disclosure Letter (collectively, the “Target Financial Statements”) have been prepared in accordance with GAAP applied (except as may be indicated in the notes thereto) on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), and present fairly, in all material respects, the consolidated financial condition and results of operations of Target and its Subsidiaries as of the respective dates thereof and for the respective periods indicated therein (subject, in the case of unaudited interim statements, to normal and

10

recurring year-end adjustments which will not in the aggregate be material). The Target Financial Statements do not contain any material items of a special or nonrecurring nature, except as expressly stated therein.

          (b) Each of the Target Financial Statements has been or will be prepared from, and in accordance with, the books and records of Target and its Subsidiaries, which have been, and are being, kept and maintained in accordance with Target’s normal and customary practices and applicable material legal and accounting requirements.

          (c) Neither Target nor any of its Subsidiaries has any material Liabilities, except: (i) Liabilities accrued or reserved for in the Target Financial Statements; (ii) Liabilities (including accounts payable) incurred since February 28, 2007 in the ordinary course of business consistent with past practice; (iii) obligations of Target pursuant to this Agreement; or (iv) those Liabilities set forth in Section 3.8(c) of the Target Disclosure Letter; provided, that (A) all Liabilities of the type described in clauses (ii), (iii) and (iv) above would not, individually or in the aggregate, result in a Target Material Adverse Effect, and (B) except as set forth in Section 3.8(c) of the Target Disclosure Letter, none of the Liabilities described in clause (ii) result from, arise out of, relate to, is in the nature of or was caused by any breach of contract, tort, breach of warranty, infringement or violation of Law.

          (d) Except as set forth in Section 3.8(d) of the Target Disclosure Letter, there are no outstanding loans by Target or any of its Subsidiaries to any of the RPS Securityholders or to any director or officer of Target or any of its Subsidiaries.

     Section 3.9 Ordinary Course Operations. Except as set forth in Section 3.9 of the Target Disclosure Letter, since December 31, 2006, Target and each of its Subsidiaries has conducted its business in the ordinary course, consistent with past practice. Except as set forth in Section 3.9 of the Target Disclosure Letter, since January 1, 2007, no Target Material Adverse Effect has occurred.

     Section 3.10 Absence of Litigation. Except as set forth in Section 3.10 of the Target Disclosure Letter, there are no material (and during the two (2) years preceding the date hereof, there have not been any) Claims pending or, to the Knowledge of Target, threatened by any Person against or relating to Target, any of its Subsidiaries or any of their respective officers, directors, employees (based on events allegedly related to their employment) or agents (in their capacities as such) or to which any of their respective assets, properties or rights is subject or, to the Knowledge of Target, for which Target or any of its Subsidiaries is obligated to indemnify any third party. Except as set forth in Section 3.10 of the Target Disclosure Letter, neither Target nor any of its Subsidiaries is subject to or bound by any currently existing or outstanding judgment, order, writ, injunction, decree, ruling or charge, or any continuing order, finding or consent decree of, or settlement agreement with, or, to the Knowledge of Target, continuing investigation by, any Governmental Authority or arbitrator, including without limitation cease-and-desist or other orders. Neither Target nor any of its Subsidiaries has received any written opinion or written memorandum from legal counsel to the effect that it is exposed, from a legal standpoint, to any Liability or disadvantage that may be material to its business, prospects, financial condition, operations, property or affairs.

11

     Section 3.11 Compliance with Laws. Target and each of its Subsidiaries has materially complied and is currently materially complying with all material Laws, including without limitation those applicable by virtue of a contractual relationship with a third party. Since January 1, 2007, neither Target nor any of its Subsidiaries has received any written notice or, to the Knowledge of Target, other communication alleging any non-compliance with any of the foregoing. Neither Target nor any of its Subsidiaries is in violation of or in default under, and to the Knowledge of Target, no event has occurred that, with the lapse of time or the giving of notice or both, would result in the material violation of or default under, the terms of any judgment, order, settlement or decree of any Governmental Authority.

     Section 3.12 Permits. Section 3.12 of the Target Disclosure Letter sets forth a complete and accurate listing of all material Approvals and permits necessary for Target or any of its Subsidiaries to own, lease and operate their respective properties or to carry on their respective business as it is now being conducted (collectively, the “Target Approvals and Permits”). Target or its applicable Subsidiary is in possession of all such Target Approvals and Permits and is not in default or violation of any such Target Approval or Permit in any material respect.

     Section 3.13 Environmental Matters.

          (a) Target and each of its Subsidiaries is in material compliance with all applicable Environmental Laws (which compliance includes without limitation the possession by Target or its applicable Subsidiary of all Target Approvals and Permits required under applicable Environmental Laws, and material compliance with the terms and conditions thereof). Neither Target nor any of its Subsidiaries has received any written notice or, to the Knowledge of Target, other communication alleging that Target or such Subsidiary is not so in compliance. All Target Approvals and Permits currently held by Target or any of its Subsidiaries pursuant to applicable Environmental Laws are identified in Section 3.13(a) of the Target Disclosure Letter.

          (b) There is no (i) Environmental Claim pending or, to the Knowledge of Target, threatened; or (ii) material Release of any Hazardous Material, that reasonably would be expected to form the basis of an Environmental Claim, in each case against Target or any of its Subsidiaries or, to the Knowledge of Target, against any Person with respect to whom Target or any of its Subsidiaries has or may have retained or assumed any Liability for any Environmental Claim, either contractually or by operation of Law.

          (c) During the period of Target’s and each of its Subsidiaries’ operation of the Real Property, the Real Property has not been used for landfill, dumping or other waste disposal activities or operations, for the generation, storage, use, sale, treatment, processing, recycling or disposal of any Hazardous Material, for underground or above-ground storage tanks, or for any other use that would reasonably be expected to give rise to any Environmental Claim; to Target’s Knowledge without inquiry, no such use of the Real Property occurred at any time prior to the period of Target’s and each of its Subsidiaries’ operation of the Real Property.

          (d) Target has provided Parent with copies of all material records in its possession or generated by or on behalf of Target or by or on behalf of a financing source or other agent of Target (but only to the extent Target has Knowledge of such records and such records are reasonably obtainable by it) related to compliance with Environmental Laws

12

including all Phase I and Phase II environmental site assessments and investigations, tests and results of investigations and/or monitoring, compliance reviews and audits, inspection reports and other regulatory compliance notices, all of which are listed in Section 3.13(d) of the Target Disclosure Letter.

     Section 3.14 Title to Assets; Real Estate.

          (a) Target and each of its Subsidiaries has good and marketable title to, or a valid leasehold interest in, all of the assets and other rights necessary for the conduct of their businesses, free and clear of Liens, other than Permitted Liens, liens which secure indebtedness reflected as liabilities on the Target Financial Statements and liens described in Section 3.14(a) of the Target Disclosure Letter.

          (b) Except as set forth in Section 3.14(b) of the Target Disclosure Letter, the buildings, equipment and other tangible assets that Target and its Subsidiaries own and lease are in good operating condition and repair, ordinary wear and tear excepted and are in all material respects in the condition required of such property for the conduct of the businesses as currently conducted.

          (c) Neither Target nor any of its Subsidiaries owns any real property. Set forth in Section 3.14(c) of the Target Disclosure Letter is a true, correct and complete list of the street address of all real property leased by Target or any of its Subsidiaries or otherwise used in connection with their respective businesses (the “Real Property”). To the Knowledge of Target without inquiry, the use of the Real Property by Target and its Subsidiaries is in compliance with all zoning laws and classifications. To the Knowledge of Target, there are no actions pending or threatened that would alter the current zoning classification of the Real Property. Neither Target nor any of its Subsidiaries has received written notice from any insurance company or Governmental Authority of any defects or inadequacies in the Real Property or the improvements thereon that would adversely affect the insurability or usability of the Real Property or such improvements or prevent the issuance of new insurance policies thereon at rates not materially higher than present rates.

          (d) Except for Target or its applicable Subsidiary, there are no Persons in possession of, or that have the right to possess, any portion of the Real Property as lessees, tenants at sufferance, or trespassers.

     Section 3.15 Scheduled Contracts; No Default.

          (a) Section 3.15(a) of the Target Disclosure Letter sets forth a true, complete and correct list of all agreements (including all amendments thereto) to which Target or any of its Subsidiaries is a party or a beneficiary or by which Target or any of its Subsidiaries or any of their respective assets or properties is bound relating to the following: (i) each lease with respect to any of the Real Property; (ii) any contract involving an investment by Target or any of its Subsidiaries in any Person; (iii) any employment, bonus, severance or other agreement with (A) any member of the Target Executive Team or (B) any employee or independent contractor of Target or any of its Subsidiaries that contemplates the payment of severance for more than six (6) months following termination (collectively, the “Material Employment Agreements”); (iv)

13

any loan agreement, note, mortgage, indenture, bond, letter of credit, capital lease, conditional sale agreement, security agreement or other agreement or instrument relating to the borrowing of money or the deferred payment of purchase price for products or services in excess of $100,000 (other than purchase orders entered into in the ordinary course of business that contain customary terms and conditions); (v) any agreement with a customer or supplier required to be listed in Section 3.28 of the Target Disclosure Letter (excluding standard purchase or work orders under existing agreements that relate solely to personnel and pricing matters); provided, that, in respect of agreements with customers, this clause (v) shall only apply to the top ten (10) largest (by dollar volume) customers of Target and its Subsidiaries during calendar year 2006; (vi) any agreement with any Affiliate of Target or any of its Subsidiaries; (vii) any contract with a customer or supplier required to be listed in Section 3.28 of the Target Disclosure Letter that contains any non-competition, nonsolicit, exclusivity or similar restriction including those relating to the geographical area of operations or scope or type of business of Target or any of its Subsidiaries; (viii) any contract relating to any acquisition or disposition of any Target Capital Stock or any capital securities of any of Target’s Subsidiaries; (ix) any individual contract that requires Target to make payments in excess of $250,000 per annum; (x) each Target IP License; and (xi) any contract that would prohibit or materially delay the consummation of the Merger or any of the transactions contemplated by this Agreement or any Ancillary Document (such contracts described in clauses (i) through (xi) above, collectively, the “Target Scheduled Contracts”). Target has delivered to Parent a true, complete and correct copy of each of the Target Scheduled Contracts.

          (b) Except as described in Section 3.15(b) of the Target Disclosure Letter, with respect to each Target Scheduled Contract: (i) such Target Scheduled Contract is legal, valid and binding upon the Target or its Subsidiaries and, to the Knowledge of Target, upon the other parties thereto and in full force and effect and enforceable in accordance with its terms, except as such enforceability may be limited by Equitable Limitations; (ii) Target or its applicable Subsidiary has performed all of its material obligations under such Target Scheduled Contract, and there exists no material breach or material default (or event that with notice or lapse of time would constitute a breach or default) on the part of Target or its applicable Subsidiary or, to the Knowledge of Target, any other Person under such Target Scheduled Contract; (iii) Target has not received or delivered written notice of termination or written notice of default or any threatened termination under such Target Scheduled Contract; and (iv) Target or its applicable Subsidiary has no present expectation or intention of terminating such Target Scheduled Contract, except for any such termination as would not reasonably be expected to result in a Target Material Adverse Effect.

     Section 3.16 Intellectual Property Rights. Section 3.16 of the Target Disclosure Letter contains a true, correct and complete list of: (i) all Patents owned by Target or any of its Subsidiaries (“Target Patents”); (ii) all Trademarks owned by Target or any of its Subsidiaries (“Target Trademarks”); (iii) all Copyrights owned by Target or any of its Subsidiaries (“Target Copyrights”); (iv) all Software developed by or on behalf of Target or any of its Subsidiaries used in the operation of Target’s or any of its Subsidiaries’ business (“Target Software”); and (v) all third party licenses of any Intellectual Property rights to Target or any of its Subsidiaries, or under which Target or any of its Subsidiaries is permitted to use any Intellectual Property in connection with the operating of their business (the “Target IP Licenses”), provided that Section 3.16 of the Target Disclosure Letter is not required to list Target IP Licenses for “off the

14

shelf software.” The Target Patents, Target Trademarks, Target Copyrights, Target Software and Target Trade Secrets are collectively referred to herein as the “Target Intellectual Property.” Together the Target Intellectual Property and the Target IP Licenses constitute all of the Intellectual Property that is used in the operation of the business of Target or any of its Subsidiaries as currently conducted. Except as set forth in Section 3.16 of the Target Disclosure Letter:

          (a) Target or its applicable Subsidiary exclusively owns or possesses adequate and enforceable rights to use, without payment to a third party, all of the Target Intellectual Property and all Target IP Licenses, free and clear of all Liens other than Permitted Liens. Target has valid licenses to use all software installed on any of its computers or otherwise used in its business that is not owned by Target (assuming the licensor has the right to license such software to Target on the terms of such licenses).

          (b) All Target Intellectual Property is valid and enforceable, and all Target Patents, Target Trademarks and Target Copyrights that have been issued by, or registered or the subject of an application filed with, as applicable, the United States Patent and Trademark Office, the United States Copyright Office and in any similar office or agency anywhere in the world are currently in compliance with formal legal requirements (including, as applicable, payment of filing, examination and maintenance fees, proofs of working or use, timely post-registration filing of affidavits of use and incontestability and renewal applications).

          (c) To the Knowledge of Target, neither the operation of the business of Target or any of its Subsidiaries, nor any of their activities infringes on or violates the Intellectual Property rights of others (“Third Party IP Rights”), or constitutes a misappropriation of (or in the past constituted a misappropriation of) any Third Party IP Rights.

          (d) To the Knowledge of Target: (i) there is no, nor has there been any, infringement or violation by any Person of any of the Target Intellectual Property or Target’s or its Subsidiaries’ rights therein or thereto; and (ii) there is no, nor has there been any, misappropriation by any Person of any of the Target Intellectual Property.

          (e) Target and each of its Subsidiaries have taken commercially reasonable security measures to protect the secrecy, confidentiality and value of the Target Trade Secrets.

          (f) Except as described in Section 3.16(f) of the Target Disclosure Letter, neither Target nor any of its Subsidiaries has directly or indirectly granted any rights, licenses or interests in any of the Target Intellectual Property.

     Section 3.17 Private Information. Target and its Subsidiaries and their respective employees and agents on behalf of Target and its Subsidiaries have, at all times, received, used, disclosed, referenced and/or collected protected health information (as that term is defined by HIPAA and the regulations promulgated thereunder), personal financial information, and other personally identifiable information from any third parties, in compliance with HIPAA and all other applicable Laws governing the use, disclosure, and confidentiality of personal health and financial information. Target and its Subsidiaries have all rights, authorizations, consents or other permissions required by all applicable Laws to transfer, share, disclose or otherwise

15

provide such protected health information, personal financial information and other personally identifiable information to Parent. At no time has Target or any of its Subsidiaries maintained medical records of any third party, except in compliance with HIPAA and all other applicable Laws.

     Section 3.18 Accounts Receivable. All accounts receivable of Target and its Subsidiaries are reflected properly on their books and records, are valid receivables subject to no setoffs or counterclaims (except as reserved for on Target’s books and records and for offsetting invoices between Target’s customers which are also Target’s suppliers), and to the Knowledge of Target, are current and collectible in the ordinary course of business consistent with past practice (except as reserved for on the Target’s books and records).

     Section 3.19 Taxes.

          (a) Target and each of its Subsidiaries has duly and timely filed (or there has been filed on its behalf) with, or duly requested an extension of time for such filing from, the appropriate Governmental Authorities all material Tax Returns (including all relevant elections associated with those Tax Returns) required to be filed by it or with respect to its income, properties or operations, and all such Tax Returns are true, complete and correct in all material respects, and all Taxes of Target and each of its Subsidiaries whether or not shown to be due on such Tax Returns have been timely paid in full.

          (b) Target and each of its Subsidiaries has, in accordance with all applicable Laws, withheld and timely paid to the appropriate Governmental Authority all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, shareholder or other Person.

          (c) There are no Liens (except for Permitted Liens) for Taxes upon any of the assets or properties of Target or any of its Subsidiaries.

          (d) Except as set forth in Section 3.19(d) of the Target Disclosure Letter, neither Target nor any of its Subsidiaries has requested any extension of time within which to file any Tax Return in respect of any taxable year which has not since been filed, and no outstanding waivers or comparable consents regarding the application of the statute of limitations with respect to any Taxes or Tax Returns have been given by or on behalf of Target or any of its Subsidiaries that are still in effect other than those that arise by filing a Tax Return by the extended due date.

          (e) Except as set forth on Section 3.19(e) of the Target Disclosure Letter, there is no audit, action, suit, proceeding or investigation now pending, or to the Knowledge of Target, threatened with regard to any Tax or Tax Returns of Target or any of its Subsidiaries; and neither Target nor any of its Subsidiaries has received written notice to the effect that, and Target has no Knowledge that, any Governmental Authority intends to conduct such an audit or investigation.

          (f) All Tax deficiencies, if any, which have been claimed, proposed or asserted against Target or any of its Subsidiaries by any Governmental Authority have been fully paid or are being contested in good faith by appropriate proceedings, are adequately reserved for

16

in the Target Financial Statements and are described in Section 3.19(f) of the Target Disclosure Letter.

          (g) Neither Target nor any of its Subsidiaries has agreed or proposed, or is required, to make any adjustments under Section 481(a) of the Code, by reason of any voluntary or involuntary change in accounting method (nor has any Governmental Authority proposed any such adjustment or change of accounting method).

          (h) Neither Target nor any of its Subsidiaries is a party to any closing agreement with any Governmental Authority that would be binding on the Surviving Corporation after the Closing, and neither Target nor any of its Subsidiaries is subject to any private letter ruling of the IRS or comparable rulings of other Governmental Authorities that would be binding on the Surviving Corporation after the Closing, and there are no outstanding requests for such rulings from any Governmental Authority.

          (i) Neither Target nor any of its Subsidiaries is a party to, is bound by or has any obligation under any Tax sharing, Tax indemnification or Tax allocation or other similar contract or arrangement with any party other than Target or such Subsidiaries.

          (j) Target has previously delivered or made available to Parent true, complete and correct copies of: (i) all audit reports, letter rulings, technical advice memoranda and similar documents issued by a Governmental Authority since December 31, 2001 relating to the United States federal, state, local or foreign income Taxes due from or with respect to Target or any of its Subsidiaries; and (ii) all United States federal income Tax Returns, and state income Tax Returns filed by Target or any of its Subsidiaries (or on its behalf) for tax periods ending on or after December 31, 2003.

          (k) Neither Target nor any of its Subsidiaries: (i) has ever been a member of an affiliated group of corporations within the meaning of Section 1504 of the Code other than the group of which the common parent is Target; or (ii) has any Liability for the Taxes of any person as defined in Section 7701(a)(1) of the Code (other than Target and its Subsidiaries), under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign Law), as a transferee or successor, by contract or otherwise.

          (l) No written claim has been made within the past five (5) years in a jurisdiction where neither Target nor any of its Subsidiaries files Tax Returns to the effect that Target or any of its Subsidiaries may be subject to taxation by such jurisdiction.

          (m) Neither Target nor any of its Subsidiaries has distributed the stock of any corporation in a transaction intending to satisfy the requirements of Section 355 of the Code, and no shares of Target Capital Stock have been distributed in a transaction intending to satisfy the requirements of Section 355 of the Code.

          (n) Neither Target nor any of its Subsidiaries shall be required to include in a taxable period ending after the Closing Date taxable income attributable to income of Target that accrued in a prior taxable period but was not recognized in such prior taxable period as a result of: (i) the installment method of accounting; (ii) the long-term contract method of accounting; (iii) a “closing agreement” as described in Section 7121 of the Code (or any provision of any

17

foreign, state or local Tax Law having similar effect); or (iv) Section 481 of the Code (or any provision of any foreign, state or local Tax Law having similar effect).

          (o) Neither Target nor any of its Subsidiaries has entered into any transaction that is a “reportable transaction” (as defined in Treasury Regulations Section 1.6011-4, as modified by Rev. Proc. 2004-68, Rev. Proc. 2004-67, Rev. Proc. 2004-66, Rev. Proc. 2004-65 and Rev. Proc. 2004-45).

     Section 3.20 Insurance. Target and its Subsidiaries are currently insured, and have been insured, for commercially reasonable amounts against such risks as companies engaged in a similar business and similarly situated would, in accordance with good business practice, customarily be insured. Section 3.20 of the Target Disclosure Letter sets forth a true, correct and complete list of all insurance policies or binders maintained by or for the benefit of Target, any of its Subsidiaries or any of their respective directors, officers, employees or agents (collectively, the “Target Insurance Policies”). Each of the Target Insurance Policies is in full force and effect, no premiums due and payable thereon are delinquent, and, to the Knowledge of Target, neither Target nor any of its Subsidiaries has done or omitted to do or suffered to be done anything that has rendered or might render any of the Target Insurance Policies void or voidable or that would cause or allow any claims under any of the Target Insurance Policies to be denied. There are no pending claims by Target or any of its Subsidiaries against any of the Target Insurance Policies or under any other insurance policy previously maintained by Target or any of its Subsidiaries as to which the insurers have denied Liability. Target and each of its Subsidiaries has materially complied with all provisions of the Target Insurance Policies. Neither Target nor any of its Subsidiaries has received a written notice of default under any of the Target Insurance Policies or received written notice of any pending or threatened termination or cancellation, coverage limitation or reduction, or material premium increase with respect to any of the Target Insurance Policies. Neither Target nor any of its Subsidiaries has received any written notice or, to the Knowledge of Target, other communication that would cause Target to reasonably believe that it will not be able to continue to maintain any of the Target Insurance Policies. None of the Target Insurance Policies provides for or is subject to any currently enforceable retroactive rate or premium adjustment or loss sharing arrangement arising wholly or partially out of events arising prior to the date hereof. Section 3.20 of the Target Disclosure Letter sets forth a list of all claims (other than insurance claims made by or for the benefit of employees) in excess of $100,000 individually submitted to insurers during the last three (3) years under any Target Insurance Policy.

     Section 3.21 Employees.

          (a) Except as set forth in Section 3.21(a) of the Target Disclosure Letter, no member of the Target Executive Team has an employment agreement or understanding with Target, whether oral or written, that is not terminable upon notice by Target without cost or other Liability to Target.

          (b) Except as set forth in Section 3.21(b) of the Target Disclosure Letter, neither Target nor any of its Subsidiaries, formally or informally, has a custom, policy or practice of paying severance payments to employees for more than six (6) months following termination. Target has identified in Section 3.21(b) of the Target Disclosure Letter, and has made available

18

to Parent true, correct and complete copies of all agreements (including amendments thereto) with directors, officers or employees of or consultants to Target or any of its Subsidiaries committing Target or any of its Subsidiaries to make severance payments in the event of termination for more than six (6) months following such termination, to accelerate the vesting of any stock options or to require payment of additional bonus payments upon the completion of the Merger.

          (c) No member of the Target Executive Team is expected or, to the Knowledge of Target, has any plans to terminate his or her employment or relationship as an employee with Target, nor does Target have any present intention to terminate the employment of any member of the Target Executive Team.

          (d) To the Knowledge of Target, no employee of Target or any of its Subsidiaries is a party to or is otherwise bound by any agreement or arrangement (including without limitation confidentiality agreements, noncompetition agreements, licenses, covenants or commitments of any nature) or subject to any judgment, decree or order of any court or Governmental Authority: (i) that would conflict with such employee’s ability to perform his or her duties as an employee of Target or any of its Subsidiaries; or (ii) that would conflict with Target’s or any of its Subsidiaries’ business as now conducted.

          (e) To the Knowledge of Target, neither Target nor any of its Subsidiaries is delinquent in payments accrued to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed through the date hereof or amounts required to be reimbursed to them through the date hereof.

          (f) Neither Target nor any of its Subsidiaries is bound by or subject to (and none of their respective assets or properties is bound by or subject to) any written or oral commitment or arrangement with any labor union, and no labor union has, to the Knowledge of Target, sought to represent any of Target’s or any of its Subsidiaries’ employees, representatives or agents. During the last five years, there has been no: (i) collective bargaining agreement or any other agreement, whether in writing or otherwise, with any labor organization, union, group or association applicable to the employees of Target or any of its Subsidiaries; (ii) unfair labor practice complaint pending or, to the Knowledge of Target, threatened in writing against Target or any of its Subsidiaries before the National Labor Relations Board or any other federal, state local or foreign agency; (iii) pending or, to the actual Knowledge of Target, threatened strike, slow-down, work stoppage, lockout or other collective labor Claim by or with respect to any employees of Target or any of its Subsidiaries; or (iv) pending or, to the actual Knowledge of Target, threatened representation question or union or labor organizing activities with respect to employees of Target or any of its Subsidiaries, nor is Target or any of its Subsidiaries subject to any legal duty to bargain with any labor organization on behalf of any employee of Target or any of its Subsidiaries.

     Section 3.22 Employee Benefit Plans.

          (a) Section 3.22(a) of the Target Disclosure Letter contains a true, correct and complete list of each deferred compensation, bonus, incentive compensation, stock purchase, stock option and other equity or equity-based compensation plan, program, agreement or

19

arrangement; each separation or termination pay, medical, surgical, hospitalization, life insurance and other “welfare plan,” fund or program (within the meaning of Section 3(1) of Employee Retirement Income Security Act of 1974, as amended (“ERISA”)); each profit-sharing, stock bonus or other “pension plan,” fund or program (within the meaning of Section 3(2) of ERISA); and each other material employee benefit plan, fund, program, agreement or arrangement, in each case, that is, or was within the past six (6) years, sponsored, maintained or contributed to or required to be contributed to by Target or by any trade or business, whether or not incorporated, that together with Target would be deemed a “single employer” within the meaning of Section 414(b), (c), (m) or (o) of the Code (each, an “ERISA Affiliate”), or to which Target or any ERISA Affiliate is party, whether written or oral, for the benefit of any current or former employee, officer, director or consultant of Target (collectively, “Target Benefit Plans”).

          (b) Neither Target nor any of its Subsidiaries, nor any ERISA Affiliate, has any commitment or formal plan, whether legally binding or not, to create any additional material employee benefit plan or modify or change, in any material way, any existing Target Benefit Plan that would affect any current or former employee, officer, director or consultant of Target or any of its Subsidiaries.

          (c) With respect to each Target Benefit Plan and Subsidiary Benefit Plan, Target has heretofore delivered to Parent a current, true, correct and complete copy (or, to the extent no such copy exists, an accurate written description) thereof (including any amendments thereto) and, to the extent applicable: (i) any related trust agreement or other funding instrument; (ii) the most recent IRS determination, opinion or notification letter and any pending application requesting issuance of a determination letter; (iii) any summary plan descriptions, summaries of material modifications or other reports and summaries required under ERISA or the Code; (iv) for the two most recent years for which such documents are available, the Form 5500 and attached schedules, audited financial statements, actuarial valuation reports and any related correspondence; (v) copies of any material documents and correspondence relating to any Target Benefit Plan received from or provided to the IRS of the United States Department of Labor; and (vi) all summaries furnished employees, officers and directors of Target or any of its Subsidiaries of all incentive compensation, bonus or other plans and fringe benefits for which a summary plan description is not available. Each Target Benefit Plan intended to be “qualified” within the meaning of Section 401(a), Section 401(k), Section 401(m) or Section 4975(e)(7) of the Code has been determined to be “qualified” by the IRS and has received a favorable determination letter or opinion letters, as applicable, as to its Tax qualified status and the trusts maintained thereunder are exempt from taxation under Section 501(a) of the Code and, to the Knowledge of Target, no event has occurred or circumstance exists that would reasonably be expected to affect such qualified status. No Target Benefit Plan is a voluntary employees’ beneficiary association under Section 501(c)(9) of the Code.

          (d) Neither Target nor any ERISA Affiliate, sponsors, maintains, contributes to or has an obligation to contribute to, or has at any time within the last six (6) years sponsored, maintained, contributed to or had an obligation to contribute to, any “multiemployer plan,” as such term is defined in Section 3(37) or Section 4001(a)(3) of ERISA or comparable provisions of any other applicable Law; any “multiple employer plan,” as such term is defined in Treasury Regulation Section 1.413-2(a)(2); any “multiple employer welfare arrangement,” as such term is

20

defined in Section 3(40)(A) of ERISA; or any pension plan (as defined in Section 3(2) of ERISA) subject to Part 3 of Title I of ERISA or Title IV of ERISA, or Section 412 of the Code.

          (e) Each Target Benefit Plan and each Subsidiary Benefit Plan has been operated and administered in all material respects in accordance with its terms and applicable Law, including but not limited to ERISA and the Code to the extent applicable, and all contributions required to be made under the terms of any of the Target Benefit Plans and each Subsidiary Benefit Plan as of the date hereof have been timely made or, if not yet due, have been properly reflected in the Target Financial Statements except for any failure to do so which would not result in any material Liability to Target or any of its Subsidiaries. All premiums or other payments required for applicable insurance coverage for all periods ending on or before the Effective Time have been paid or accrued for each Target Benefit Plan and each Subsidiary Benefit Plan.

          (f) Except for benefits provided under the Material Employment Agreements, no Target Benefit Plan or Subsidiary Benefit Plan provides medical, surgical, hospitalization, death or similar benefits (whether or not insured) for employees or former employees of Target or any of its Subsidiaries for periods extending beyond their retirement or other termination of service, other than coverage mandated by applicable Law.

          (g) Except as described in Section 3.22(g) of the Target Disclosure Letter, the consummation of the transactions contemplated by this Agreement (including, without limitation, the Second Merger), either alone or in combination with another event, will not: (i) entitle any current or former employee, director, officer or consultant of Target or any of its Subsidiaries to severance pay, unemployment compensation, loan forgiveness or any other payment; (ii) except as provided in this Agreement, accelerate the time of payment or vesting, or increase the amount of, any compensation or benefits due any such employee, director, officer or consultant, including without limitation under any Target Benefit Plan or Subsidiary Benefit Plan; or (iii) prevent Target or any of its Subsidiaries from amending or terminating any Target Benefit Plan or Subsidiary Benefit Plan.

          (h) There are no pending or, to the Knowledge of Target, threatened or anticipated claims against Target or any ERISA Affiliate, by or on behalf of any Target Benefit Plan or Subsidiary Benefit Plan or any employee or beneficiary covered under any such Target Benefit Plan or Subsidiary Benefit Plan with respect to such plan, or otherwise involving any such Target Benefit Plan or Subsidiary Benefit Plan, including any audit or inquiry by the IRS or the United States Department of Labor (other than routine claims for benefits).

          (i) Each Target Benefit Plan that is a “nonqualified deferred compensation plan” within the meaning of Section 409A of the Code has been operated, in all material respects, in good faith compliance with Section 409A of the Code and IRS Notices 2005-1, 2006-4 and 2006-79.

          (j) Except as set forth in Section 3.22(j) of the Target Disclosure Letter, Target does not sponsor or contribute to or have any Liability with respect to any employee benefit plan, program or arrangement that provides or provided benefits to employees who perform or performed services for Target outside of the United States.

21

          (k) There is no agreement, contract, plan or arrangement to which Target or any of its Subsidiaries is a party that may result, separately or in the aggregate, in the payment of any amount by Target or any of its Subsidiaries that is not deductible under Section 404 of the Code or that may be an “excess parachute payment” within the meaning of Section 280G of the Code and no action by Target or any of its Subsidiaries, whether pursuant to this Agreement or otherwise, shall result in the making of any such payment.

     Section 3.23 No Illegal Payments. To the Knowledge of Target, neither Target nor any of its Subsidiaries, nor any of their respective officers, directors or agents, nor any other Person acting on behalf of Target or any of its Subsidiaries, nor any Affiliate, has: (i) used any corporate or other funds of Target or any of its Subsidiaries for unlawful contributions, payments, gifts or entertainment, or made any unlawful expenditures relating to political activity to government officials or others, or established or maintained any unlawful or unrecorded funds, in violation of any applicable Law; (ii) made any payment for the account or benefit, or using funds, of Target or any of its Subsidiaries in violation of applicable Law to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns or violated any provision of the Foreign Corrupt Practices Act of 1977, as amended; (iii) accepted or received any unlawful contributions, payments, expenditures or gifts; or (iv) made any false or fictitious entries in the books and records of Target or any of its Subsidiaries.

     Section 3.24 Related-Party Transactions. Except as set forth in Section 3.24 of the Target Disclosure Letter, neither any Affiliate nor any director, officer or employee, or any immediate family member thereof, or any corporation, limited liability company, partnership, trust or other entity in which any such Person is a director, officer, trustee, partner or holder of more than five percent (5%) of the outstanding equity interests thereof:

          (a) is a party to, or during the past two (2) years has been a party to, any material transaction with Target or any of its Subsidiaries, or any contract, agreement or other arrangement providing for the employment of, furnishing of services by, rental of real or personal property from or otherwise requiring payments to any such Person, other than employment-at-will arrangements in the ordinary course of business, consistent with past practice;

          (b) has any direct or indirect ownership interest in any firm or corporation with which Target or any of its Subsidiaries is Affiliated or with which Target or any of its Subsidiaries has a business relationship, or any firm or corporation that competes with Target or any of its Subsidiaries; or

          (c) is currently indebted to Target or any of its Subsidiaries, other than as a result of advances to employees in the ordinary course for travel and similar reimbursable expenses consistent with Target or such Subsidiary’s policies.

     Section 3.25 Assumptions and Guaranties of Liabilities. Neither Target nor any of its Subsidiaries has assumed, guaranteed, endorsed or otherwise become directly or contingently liable for any Liabilities of any other Person (including without limitation by way of agreement, contingent or otherwise, to purchase, provide funds for payment, supply funds to or otherwise invest in such Person, or otherwise to assure any creditor of such Person against loss), except for

22

guaranties by endorsement of negotiable instruments for deposit or collection in the ordinary course of business, consistent with past practice.

     Section 3.26 No Brokers. Except as set forth in Section 3.26 of the Target Disclosure Letter, no broker, finder, agent, intermediary, investment banker or other Person (other than attorneys and accountants) is entitled to any brokerage, finder’s, agent’s or similar fee or commission in connection with this Agreement or the transactions contemplated hereby based upon arrangements made by or on behalf of Target or any of its Subsidiaries. Except as set forth in Section 3.26 of the Target Disclosure Letter, no director, officer or employee of Target is entitled to any change of control payment, bonus or other amount as a result of the Merger or any of the other transactions contemplated by this Agreement or any of the Ancillary Documents.

     Section 3.27 Information Supplied. The information supplied or to be supplied by Target concerning Target or its financial condition or operations for inclusion or incorporation by reference in the “Letter from the Chairman of Cross Shore – Background to RPS,” “Risk Factors – Risks Related to RPS/The Biopharmaceutical Outsourcing Industry,” “Information on RPS/The Enlarged Group – Information on RPS” and “Financial Information on RPS” sections of the Readmission Document, or in such other sections of the Readmission Document containing statements or information supplied by Target concerning Target or its financial condition or operations for inclusion or incorporation by reference in such other sections of the Readmission Document, or any amendments or supplements to such sections mutually agreed to by Parent and Target, will not: (i) at the time the Readmission Document is published in accordance with the AIM Rules and sent to the Parent Stockholders, (ii) at the time the Application is submitted to the Exchange, (iii) at the time of the Parent Stockholders’ Meeting, or (iv) at the time of Admission, contain any untrue statement of material fact, or omit to state any material fact regarding Target or any of its Subsidiaries required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not false or misleading.

     Section 3.28 Customers and Suppliers. Section 3.28 of the Target Disclosure Letter sets forth a correct and complete list of (i) the ten (10) largest (by dollar volume) suppliers of products or services to Target and its Subsidiaries and (ii) twenty (20) largest (by dollar volume) customers of Target and its Subsidiaries, each during calendar year 2006. Section 3.28 of the Target Disclosure Letter also sets forth, for each such customer, the aggregate revenues to Target and its Subsidiaries derived from such customer during calendar year 2006.

Article IV.
Representations and Warranties Concerning the RPS Securityholders

     Each RPS Securityholder hereby severally represents and warrants to Parent and Merger Sub that the statements contained in this Article IV are true, complete and correct as of the date hereof, and will be true and correct as of the Effective Time, except to the extent such representations and warranties are specifically made as of a particular date (in which case such representations and warranties are true, complete and correct as of such date).

     Section 4.1 Organization of Certain RPS Securityholders. If the RPS Securityholder is a corporation, partnership, limited liability company, trust or other entity, the RPS

23

Securityholder is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its formation.

     Section 4.2 Authorization. The RPS Securityholder has full power and authority to execute and deliver this Agreement and the documents to be delivered hereunder, and to perform his, her or its obligations hereunder and thereunder. If the RPS Securityholder is a corporation, partnership, limited liability company, trust or other entity, the execution, delivery and performance of this Agreement and the documents to be delivered hereunder by such RPS Securityholder have been duly authorized and approved by its Board of Directors, partners, managers, members or trustees, as appropriate, and no other proceedings on the part of such RPS Securityholder are necessary to authorize this Agreement and the documents to be delivered hereunder, and the transactions contemplated hereby. This Agreement and the documents to be delivered hereunder constitute the valid and legally binding obligation of each RPS Securityholder, enforceable in accordance with its terms except as enforcement may be limited by the Equitable Limitations.

     Section 4.3 Noncontravention. Neither the execution and the delivery of this Agreement and each of the documents to be delivered hereunder, nor the consummation of the transactions contemplated hereby or thereby will (i) if the RPS Securityholder is a corporation, partnership, limited liability company, trust or other entity, violate the organizational documents of the RPS Securityholder, (ii) violate any Law or judgment to which the RPS Securityholder is subject, (iii) conflict with, result in a material breach of, constitute a material default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which the RPS Securityholder is a party or by which he, she or it is bound or to which any of his, her or its assets is subject or (iv) result in the imposition of any Lien upon any of his, her or its assets. The RPS Securityholder does not need to give any notice to, make any filing with, or obtain any Approval of any Governmental Authority or other Person in order for the parties to consummate the transactions contemplated by this Agreement.

     Section 4.4 Target Capital Stock and Target Warrants. The RPS Securityholder holds of record and owns beneficially the number of shares of Target Capital Stock and/or the number of Target Warrants set forth in its Letter of Transmittal, free and clear of any restrictions on transfer (other than any restrictions under the Securities Act and state securities laws), Taxes, Liens, options, warrants, purchase rights, contracts, commitments, equities, claims and demands (except as any of the foregoing may be set forth in the Target Shareholders Agreement). Except for the Target Shareholders Agreement, the RPS Securityholder is not a party to (i) any option, warrant, purchase right, or other contract or commitment that could require the RPS Securityholder to sell, transfer, or otherwise dispose of any capital stock of Target (other than this Agreement) or (ii) any voting trust, proxy, or other agreement or understanding with respect to the voting of any Target Capital Stock.

     Section 4.5 Investment Status. The RPS Securityholder represents that it will receive the Parent Merger Securities for its own account, for investment only and not with a view to, or any present intention of, effecting a distribution of such securities or any part thereof except pursuant to a registration statement or an available exemption under applicable Law. The RPS Securityholder acknowledges that the Parent Merger Securities have not been registered under

24

the Securities Act or the securities laws of any state or other jurisdiction and cannot be disposed of unless they are subsequently registered under the Securities Act and any applicable state Laws or unless an exemption from such registration is available.

Article V.
Representations and Warranties of Parent and Merger Sub

     Parent and Merger Sub hereby jointly and severally represent and warrant to Target and the RPS Securityholders that, except as set forth in the Disclosure Letter furnished by Parent to Target simultaneously with the execution hereof (the “Parent Disclosure Letter”), the statements contained in this Article V are true, complete and correct as of the date hereof, and will be true and correct as of the Effective Time, except to the extent such representations and warranties are specifically made as of a particular date (in which case such representations and warranties are true, complete and correct as of such date).

     Section 5.1 Organization and Qualification. Parent is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. Merger Sub is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Pennsylvania. Each of Parent and Merger Sub has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted and is duly qualified or licensed to do business, and is in good standing, in each jurisdiction in which the nature of its business or its ownership or leasing of property requires such qualification, except for those jurisdictions in which the failure to be so qualified or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have, a Parent Material Adverse Effect.

     Section 5.2 Governing Documents. Copies of the certificate of incorporation and by-laws of Parent and the articles of incorporation and by-laws of Merger Sub (collectively, the “Parent Governing Documents”) heretofore delivered to Target are true, complete and correct copies of such instruments as in effect as of the date hereof. The Parent Governing Documents are in full force and effect. Neither Parent nor Merger Sub is in material violation of any provision of the Parent Governing Documents. The books and records, minute books, stock record books and other similar records of Parent and Merger Sub are true, correct and complete in all material respects.

     Section 5.3 Corporate Power and Authority; Vote Required.

          (a) Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and each other document contemplated hereby to which it is a party (each, a “Parent Document” and collectively, the “Parent Documents”). Subject to obtaining the Parent Stockholder Approval, the execution and delivery by Parent of this Agreement and each of the Parent Documents, the performance by Parent and Merger Sub of their obligations hereunder and thereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate actions on the part of Parent and Merger Sub (including without limitation approval by Parent as sole shareholder of Merger Sub), and no other proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or any of the Parent Documents or to

25

consummate the transactions contemplated hereby or thereby. This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming the due authorization, execution and delivery hereof by Target, constitutes, and each Parent Document will be duly executed and delivered by Parent and Merger Sub at the Closing and, assuming the due authorization, execution and delivery thereof by each other party thereto, will constitute, legal, valid and binding obligations of Parent or Merger Sub, as applicable, enforceable against Parent or Merger Sub, as applicable, in accordance with their respective terms, except as such enforceability may be limited by Equitable Limitations.

          (b) The only votes of the holders of any class or series of Parent’s capital stock necessary to approve this Agreement and the consummation of the Merger are the affirmative vote, at a meeting duly called and held, of (i) the holders of a majority of the shares of outstanding Parent Common Stock issued in Parent’s initial public offering of securities (the “IPO Shares”) represented, in person or by proxy, at such meeting and (ii) the holders of a majority of the shares of outstanding Parent Common Stock entitled to vote thereon to approve the amendment to Parent’s certificate of incorporation to increase the number of authorized shares of Parent Common Stock from 74,800,000 to 150,000,000, in accordance with the provisions of the Parent Governing Documents and applicable Laws.

          (c) The only vote of the holders of any class or series of Merger Sub’s capital stock necessary to approve this Agreement and the consummation of the Merger and the other transactions contemplated hereby is the affirmative vote by written consent in lieu of any meeting of Parent as the sole shareholder of Merger Sub in accordance with the provisions of the Parent Governing Documents and applicable Laws.

     Section 5.4 Capitalization.

          (a) As of the date hereof, the authorized capital stock of Parent consists of 74,800,000 shares of Parent Common Stock, of which there are 23,333,335 shares issued and outstanding; and 1,000,000 shares of Parent Preferred Stock, of which there are no shares issued and outstanding. Each of the outstanding shares of Parent Common Stock: (i) has been offered and sold in material compliance with all applicable securities Laws; (ii) has been duly authorized and validly issued in material compliance with all applicable Laws and the provisions of the Parent Governing Documents; and (iii) is fully paid and nonassessable. As of the date hereof, up to 933,333 shares of Parent Common Stock and up to 1,866,666 Parent Warrants are issuable upon exercise of the option described in Section 5.4(a) of the Parent Disclosure Letter and 37,333,336 shares of Parent Common Stock are issuable upon exercise of outstanding Parent Warrants. Except for the issuance of the securities referenced above, Parent has not issued any securities. There are no declared or accrued but unpaid dividends or distributions with respect to any shares of Parent Common Stock. As of the Closing Date, Parent’s authorized capital stock will be adequate and sufficient in order to consummate the transactions contemplated by this Agreement and Parent will have set aside and reserved adequate and sufficient capital stock and other securities to consummate the transactions contemplated by this Agreement.

          (b) The shares of Parent Merger Securities to be issued in connection with the Merger, when issued as contemplated hereby, will be duly authorized, validly issued, fully paid

26

and nonassessable and will not be issued in violation of any applicable Laws, provision of the Parent Governing Documents or requirements set forth in applicable contracts.

          (c) As of the date hereof, except as set forth in Section 5.4(c) of the Parent Disclosure Letter: (i) there are no outstanding options or warrants or other rights, agreements, arrangements or commitments of any character (including stock appreciation rights, phantom stock or similar rights, agreements, arrangements or commitments) to which Parent or Merger Sub is a party or by which Parent or Merger Sub is bound (a) relating to the issued or unissued Parent Capital Stock; (b) obligating Parent or Merger Sub to issue, deliver, sell, repurchase, redeem or otherwise acquire or dispose of, or cause to be issued, delivered, sold, repurchased, redeemed or otherwise acquired or disposed of, any shares of Parent Capital Stock; (c) obligating Parent or Merger Sub to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such option, warrant, right, agreement, arrangement or commitment; or (d) obligating Parent to grant, issue or sell any shares of Parent Capital Stock by sale, lease, license or otherwise; (ii) no shares of Parent Capital Stock are subject to repurchase rights, vesting or similar restrictions as of the date hereof; (iii) Parent is not a party to any, and as of the date hereof, to the Knowledge of Parent, without inquiry, there are no other, voting trusts, proxies or other agreements or understandings with respect to the voting interests of Parent; and (iv) there are no agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which Parent is or could be required to register shares of Parent Capital Stock under the Securities Act.

          (d) Except as set forth in Section 5.4(d) of the Parent Disclosure Letter, there are no preemptive rights or agreements, arrangements or understandings to issue preemptive rights with respect to the issuance or sale of shares of Parent Capital Stock to which Parent is a party or by which Parent is bound.

          (e) Except as set forth in Section 5.4(e) of the Parent Disclosure Letter, neither Dennis M. Smith nor Edward V. Yang owns or will immediately after the Closing or as a result of the Closing own, beneficially or of record, any Parent Capital Stock or Parent Warrants.

     Section 5.5 Ownership of Merger Sub; No Prior Activities.

          (a) Merger Sub was formed solely for the purpose of engaging in the transactions contemplated by this Agreement.

          (b) All of the outstanding capital stock of Merger Sub is owned beneficially and of record directly by Parent, free and clear of all Liens. Except for this Agreement, there are no outstanding options or warrants or other rights, agreements, arrangements or commitments of any character (including stock appreciation rights, phantom stock or similar rights, agreements, arrangements or commitments) to which Parent or Merger Sub is a party or by which Parent or Merger Sub is bound (a) relating to the issued or unissued capital stock of Merger Sub; (b) obligating Merger Sub to issue, deliver, sell, repurchase, redeem or otherwise acquire or dispose of, or cause to be issued, delivered, sold, repurchased, redeemed or otherwise acquired or disposed of, any shares of capital stock of Merger Sub; (c) obligating Merger Sub to grant, issue or sell any shares of capital stock of Merger Sub by sale, lease, license or otherwise. There are no shares of capital stock of Merger Sub subject to repurchase rights, vesting or similar

27

restrictions. There are no agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which Merger Sub is or could be required to register shares of capital stock of Merger Sub or other securities under the Securities Act.

          (c) Except for obligations or liabilities incurred in connection with its incorporation or organization and the transactions contemplated by this Agreement or any Ancillary Documents, Merger Sub has not and will not have incurred, directly or indirectly, any obligations or liabilities, contingent or otherwise, or engaged in any business activities of any type or kind whatsoever or entered into any agreements or arrangements with any Person.

     Section 5.6 No Violation. The execution and delivery of this Agreement and each of the Parent Documents by Parent and Merger Sub do not, and neither the performance by Parent and Merger Sub of their obligations hereunder and thereunder nor the consummation by Parent and Merger Sub of the transactions contemplated hereby and thereby will, (i) assuming receipt of the Parent Stockholder Approval, conflict with or violate any provisions of the Parent Governing Documents as in effect at the Effective Time; (ii) except as set forth in Section 5.6 of the Parent Disclosure Letter, assuming compliance with the matters referred to in Section 5.7, conflict with or violate any Law or judgment applicable to Parent or Merger Sub or by or to which any of their respective assets or properties is bound or subject; (iii) result in the creation or imposition of any Lien (other than Permitted Liens) on any of Parent’s or Merger Sub’s assets or properties; or (iv) except as set forth in Section 5.6 of the Parent Disclosure Letter, assuming compliance with the matters referred to in Section 5.7, require any consent or other action by any Person under, or result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or require the giving of notice or any other action under, or give rise to any right of termination, acceleration or cancellation of, any note, bond, mortgage, indenture, deed of trust, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent or Merger Sub is a party or by or to which Parent or Merger Sub or any of their respective assets or properties is bound or subject, except as would not, individually or in the aggregate, be reasonably expected to have a Parent Material Adverse Effect.

     Section 5.7 Approvals. No Approval of any Governmental Authority or other Person is required to be made, obtained or given by or with respect to Parent or Merger Sub in connection with the execution and delivery by Parent and Merger Sub of this Agreement, the performance by Parent and Merger Sub of their obligations hereunder or the consummation by Parent and Merger Sub of the transactions contemplated hereby, except for: (i) the filing of the Certificate of Merger with the Secretary of the Commonwealth of the Commonwealth of Pennsylvania; (ii) the Parent Stockholder Approval; (iii) the submission of the Application; and (iv) as is required under any applicable securities Laws.

28

     Section 5.8 Financial Statements.

          (a) The financial statements of Parent included in the Original Offering Circular and Parent’s consolidated financial statements for the two (2) month period ended February 28, 2007 (collectively, the “Parent Financial Statements”) have been prepared in accordance with GAAP applied (except as may be indicated in the notes thereto) on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), and present fairly in all material respects the financial condition and results of operations of Parent as of the respective dates thereof and for the respective periods indicated therein (subject, in the case of unaudited interim statements, to normal and recurring year-end adjustments, which will not be material). The Parent Financial Statements do not contain any material items of a special or nonrecurring nature, except as expressly stated therein.

          (b) The Parent Financial Statements have been prepared from, and in accordance with, the books and records of Parent, which have been, and are being, kept and maintained in accordance with Parent’s normal and customary practices and applicable material legal and accounting requirements.

          (c) Parent has no material Liabilities, except: (i) Liabilities accrued or reserved for in the Parent Financial Statements; (ii) Liabilities described in the Original Offering Circular; (iii) Liabilities incurred since the latest balance sheet date in the ordinary course of business consistent with past practice; or (iv) obligations of Parent pursuant to this Agreement; provided, that all Liabilities of the type described in clauses (iii) or (iv) above would not, individually or in the aggregate, result in a Parent Material Adverse Effect, and none of the Liabilities described in clause (iii) results from, arises out of, relates to, is in the nature of or was caused by any breach of contract, tort, breach of warranty, infringement or violation of Law.

     Section 5.9 Trust Fund. As of the date hereof, the trust fund of Parent has a balance of at least $105 million, which amount is available to Parent on the terms described in the Original Offering Circular, subject to the exercise by the Parent Stockholders of their repurchase rights provided under Parent’s certificate of incorporation.

     Section 5.10 No Brokers. Except as set forth in Section 5.10 of the Parent Disclosure Letter, no broker, finder, agent, intermediary, investment banker or other Person (other than attorneys and accountants) is entitled to any brokerage, finder’s, agent’s or similar fee or commission in connection with this Agreement or the transactions contemplated hereby based upon arrangements made by or on behalf of Parent.

     Section 5.11 Parent Contracts. Parent has made available to Target accurate and complete copies of all of its written contracts and agreements, including all amendments thereto, and has provided to Target a written description, complete and accurate in all material respects, of each of its contracts and agreements that is not written. Each of Parent’s contracts and agreements is legal, valid and binding upon Parent and, to the Knowledge of Parent, upon the other parties thereto and in full force and effect and enforceable in accordance with its terms, except as such enforceability may be limited by Equitable Limitations. Parent has performed all of its material obligations under each such contract and agreement, and there exists no material breach or material default (or event that with notice or lapse of time would constitute a breach or

29

default) on the part of Parent or, to the Knowledge of Parent, any other Person under such contract or agreement. Parent has not received or delivered written notice of termination or written notice of default or any threatened termination under any such contract or agreement. Parent has no present expectation or intention of terminating any such contract or agreement, except for any such termination as would not reasonably be expected to result in a Parent Material Adverse Effect.

     Section 5.12 Operations of Parent. Parent (i) has not previously conducted, does not currently conduct and shall not conduct through the Effective Time business operations, (ii) has not previously owned, does not currently own and shall not own through the Effective Time any real property, (iii) except as set forth in Section 5.12 of the Parent Disclosure Letter, has not previously employed, does not currently employ and shall not employee any individual through the Effective Time, and (iv) has no other Subsidiary other than Merger Sub and Merger Sub Two.

     Section 5.13 Absence of Litigation. There are no material (and since the formation of Parent and Merger Sub, there have not been any) Claims pending or, to the Knowledge of Parent, threatened by any Person against or relating to Parent, Merger Sub or any of their respective officers, directors, employees (based on events allegedly related to their employment) or agents (in their capacities as such) or to which any of their respective assets, properties or rights is subject or, to the Knowledge of Parent, for which Parent is obligated to indemnify any third party. Neither Parent nor Merger Sub (nor any officer, director, agent, or employee of Parent or Merger Sub) is subject to or bound by any currently existing or outstanding judgment, order, writ, injunction, decree, ruling or charge, or any continuing order, finding or consent decree of, or settlement agreement or other similar written agreement with, or continuing investigation by, any Governmental Authority or arbitrator, including without limitation cease-and-desist or other orders. Neither Parent nor Merger Sub has received any written opinion or written memorandum from legal counsel to the effect that it is exposed, from a legal standpoint, to any Liability or disadvantage that may be material to its business, prospects, financial condition, operations, property or affairs.

     Section 5.14 Compliance with Laws. Parent and Merger Sub have materially complied and are currently materially complying with all material Laws, including without limitation those applicable by virtue of a contractual relationship with a third party. Since January 1, 2006, neither Parent nor Merger Sub has received any notice or communication alleging any non-compliance with any of the foregoing. Neither Parent nor Merger Sub is in violation of or in default under, and to the Knowledge of Parent, no event has occurred that, with the lapse of time or the giving of notice or both, would result in the material violation of or default under, the terms of any judgment, order, settlement or decree of any Governmental Authority.

     Section 5.15 No Illegal Payments. To the Knowledge of Parent, neither Parent nor Merger Sub, nor any of their respective officers, directors or agents, nor any other Person acting on behalf of Parent or Merger Sub, nor any Affiliate or immediate family member of any of the foregoing, has: (i) used any corporate or other funds of Parent or Merger Sub for unlawful contributions, payments, gifts or entertainment, or made any unlawful expenditures relating to political activity to government officials or others, or established or maintained any unlawful or unrecorded funds, in violation of any applicable Law; (ii) made any payment for the account or

30

benefit, or using funds, of Parent or Merger Sub in violation of applicable Law to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns or violated any provision of the Foreign Corrupt Practices Act of 1977, as amended; (iii) accepted or received any unlawful contributions, payments, expenditures or gifts; or (iv) made any false or fictitious entries in the books and records of Parent or Merger Sub.

     Section 5.16 Information Supplied. None of the information supplied or to be supplied by Parent for inclusion or incorporation by reference in the Readmission Document, or any amendments or supplements thereto, will: (i) at the time the Readmission Document is published in accordance with the AIM Rules and sent to the Parent Stockholders, (ii) at the time the Application is submitted to the Exchange, (iii) at the time of the Parent Stockholders’ Meeting, or (iv) at the time of Admission, contain any untrue statement of material fact, or omit to state any material fact regarding Target or any of its Subsidiaries required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not false or misleading.

     Section 5.17 Related-Party Transactions. Except as set forth in Section 5.17 of the Parent Disclosure Letter, neither any Affiliate nor any director, officer or employee, or any immediate family member thereof, or any corporation, limited liability company, partnership, trust or other entity in which any such Person is a director, officer, trustee, partner or holder of more than five percent (5%) of the outstanding equity interests thereof:

          (a) is a party to, or since the formation of Parent has been a party to, any material transaction with Parent, or any contract, agreement or other arrangement providing for the employment of, furnishing of services by, rental of real or personal property from or otherwise requiring payments to any such Person, other than employment-at-will arrangements in the ordinary course of business, consistent with past practice;

          (b) has any direct or indirect ownership interest in any firm or corporation with which Parent is Affiliated or with which Parent has a business relationship, or any firm or corporation that competes with Parent; or

          (c) is currently indebted to Parent, other than as a result of advances to employees in the ordinary course for travel and similar reimbursable expenses consistent with Parent’s policies.

Article VI.
Covenants

     Section 6.1 Conduct of Business by Target Pending the Closing. Target agrees that, between the date hereof and the earlier of the termination of this Agreement or the Effective Time (the “Interim Period”), except as set forth in Section 6.1 of the Target Disclosure Letter, unless Parent shall otherwise agree in writing (which agreement shall not be unreasonably withheld or delayed), Target and its Subsidiaries will conduct their respective operations only in the ordinary and usual course of business consistent with past practice, and will use commercially reasonable efforts to keep available the services of their respective current key officers and employees and preserve their respective current relationships with their customers,

31

suppliers and other Persons with whom they have business relationships as and preserve intact their respective business organization and goodwill. Without limiting the foregoing, and as an extension thereof, except as set forth in Section 6.1 of the Target Disclosure Letter, neither Target nor any of its Subsidiaries shall, during the Interim Period, directly or indirectly, do, or agree to do, any of the following without the prior written consent of Parent (which consent shall not be unreasonably withheld or delayed):

          (a) amend or otherwise change its articles of incorporation, by-laws or equivalent organizational documents, or adopt or implement any shareholder rights plan;

          (b) (i) increase the compensation or benefits payable or to become payable to any director, officer, employee or consultant of Target or any of its Subsidiaries, except for annual merit increases for non-managers in the ordinary course of business consistent with past practice or in accordance with any agreement set forth in Section 6.1 of the Target Disclosure Letter; (ii) pay or accrue any bonus to any director, officer, employee or consultant of Target or any of its Subsidiaries, except for the $1,200,000 payment to be made by Target immediately prior to Closing to certain of its officers (the “Target Management Bonus”) or as is consistent with past practice; (iii) grant any rights to severance or termination pay to, or enter into or amend any employment, severance or other agreement with, any director, officer or other employee or consultant of Target or any of its Subsidiaries, except for the Management Employment Agreements; (iv) establish, adopt, accelerate, enter into, amend or increase the benefits under any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer, employee or consultant of Target or any of its Subsidiaries, except as required by applicable Law or the terms of any existing plans as in effect on the date hereof; or (v) take any affirmative action to amend or waive any performance or vesting criteria or accelerate vesting, exercisability or funding under any Target Benefit Plans or Subsidiary Benefit Plans;

          (c) issue, sell, pledge, dispose of, grant, transfer or encumber, or authorize the issuance, sale, pledge, disposition, grant, transfer or encumbrance of, any stock or other securities of any of Target or its Subsidiaries (whether by merger, consolidation or otherwise), or any securities convertible or exchangeable or exercisable therefor, or any options, warrants or other rights of any kind to acquire any stock or other securities of Target or any of its Subsidiaries or such convertible or exchangeable securities, or any other ownership interest (including, without limitation, any such interest represented by contract right), of Target or any of its Subsidiaries other than (i) the issuance of up to an aggregate of 75,000 Target Options having an exercise price of $8.00 per share of Target Common Stock to new employees hired by Target during the Interim Period, (ii) the issuance of shares of Target Common Stock upon the exercise of Target Options outstanding as of the date of this Agreement or granted in conformity with clause (i) above, and (iii) the issuance of shares of Target Common Stock upon the exercise of the Target Warrants;

          (d) sell, lease, license, exchange, mortgage, pledge, transfer, encumber or otherwise dispose of, any of its assets or properties (whether by merger, consolidation or otherwise), except for (i) dispositions of assets, goods, services or inventories in the ordinary

32

course of business and consistent with past practice; (ii) the sale of unused or obsolete equipment; or (iii) pursuant to existing contracts or commitments;

          (e) declare, set aside, make or pay any dividend or other distribution (whether payable in cash, stock, property or a combination thereof) with respect to any Target Capital Stock or enter into any agreement with respect to the voting of any Target Capital Stock or any capital securities of any of Target’s Subsidiaries; provided, however, that this clause (e) shall not apply to inter-company dividends or other inter-company distributions payable as between Target and one or more Subsidiaries of Target or any dividends paid in accordance with the terms of the Target Preferred Stock;

          (f) (i) redeem, purchase or otherwise acquire, any Target Capital Stock, or any options, warrants or conversion or other rights (including any stock appreciation rights, phantom stock or similar rights) to acquire any Target Capital Stock; (ii) adopt a plan with respect to or effect any liquidation, dissolution, restructuring, reorganization or recapitalization; or (iii) split, subdivide, combine, recapitalize, reclassify or exchange any Target Capital Stock, or enter into any similar event or transaction pursuant to which the number of outstanding shares of any class or series of Target Capital Stock is changed into a different number of shares;

          (g) acquire, by merging or consolidating with, by purchasing an equity interest in or a portion of the assets or properties of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire any assets or properties of any other Person (other than the purchase of assets or properties from suppliers or vendors in the ordinary course of business and consistent with past practice);

          (h) (i) incur any indebtedness for borrowed money or purchase money indebtedness (including as a guarantor or surety), issue any debt securities or assume, guarantee or endorse, or otherwise as an accommodation become responsible for, the obligations of any Person for borrowed money; except for (a) borrowings under revolving credit lines existing as of the date hereof, (b) borrowings under its revolving credit lines to pay accrued and unpaid dividends on the Target Preferred Stock, (c) indebtedness owing to, or guaranties of indebtedness owing to, Target, and (d) leasing contracts entered into in the ordinary course of business; (ii) refinance or otherwise replace any of its existing indebtedness, except upon terms which are not less favorable in any material respect to Target than the terms of the indebtedness being refinanced, (iii) make or incur any capital expenditure other than capital expenditures made or incurred in the amounts and within the approximate timeframes provided for in the capital expenditure budget of Target for 2007 provided to Parent prior to the date hereof; or (iv) make any loan or advance to any RPS Securityholder or any director, officer, employee or consultant of Target or any of its Subsidiaries other than (x) advances of ordinary business expenses and (y) loans or advances to employees in the ordinary course of business consistent with past practice and in principal amounts of not more than $10,000;

          (i) make any Tax election or enter into any agreement in respect of Taxes, including without limitation the settlement of any Tax controversy, claim or assessment except as required by Law or adopt or change any accounting method in respect of Taxes, or surrender any right to claim a refund of Taxes;

33

          (j) enter into any agreement or arrangement that if in effect on the date hereof would be required to be listed in Section 3.15(a) of the Target Disclosure Letter;

          (k) terminate or cancel any Target Scheduled Contract;

          (l) change any of its methods, principles or practices of accounting or internal controls or any of its sales, credit or collection policies or practices in effect as of the date hereof in any material respect, other than as required by applicable Law, GAAP or any Governmental Authority;

          (m) waive, release, assign, settle or compromise any material Claim;

          (n) modify, amend or terminate, or waive, release or assign any material rights or claims including those under any existing standstill provision relating to a Target Acquisition Proposal, or under any similar confidentiality or other agreement, or fail to fully enforce any such agreement;

          (o) take any action or fail to take any action that is intended or would reasonably be expected to result in any of the conditions set forth in Article VII not being satisfied; or

          (p) authorize or enter into any agreement or otherwise make any commitment to do any of the foregoing.

     Section 6.2 Conduct of Business by Parent Pending the Closing. Parent agrees that, during the Interim Period, except as set forth in Section 6.2 of the Parent Disclosure Letter or described in this Agreement, unless Target shall otherwise consent in writing (which consent shall not be unreasonably withheld or delayed), Parent will conduct its business only in the ordinary and usual course consistent with past practice, and will use commercially reasonable efforts to keep available the services of its respective current key officers and preserve its respective current relationships with their advisors, suppliers and other Persons with whom they have business relationships. Without limiting the foregoing, and as an extension thereof, except as set forth in Section 6.2 of the Parent Disclosure Letter or described in this Agreement, during the Interim Period, Parent shall not do, or agree to do, nor shall Parent permit any of its Subsidiaries to do, or agree to do, directly or indirectly, any of the following without the prior written consent of Target (which consent shall not be unreasonably withheld or delayed): (i) make or enter into any material agreements or commitments; (ii) incur or assume any material Liabilities, other than in connection with the transactions contemplated hereby; (iii) declare or pay any dividends on or make other distributions (whether in cash, stock or property) in respect of any of its capital stock; (iv) split, combine or reclassify any of its capital stock or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock; (v) repurchase, redeem or otherwise acquire any shares of its capital stock; (vi) issue, deliver or sell, or authorize or propose the issuance, delivery or sale of, any shares of its capital stock or any securities convertible into any such shares of its capital stock, or any rights, warrants or options to acquire any such shares or convertible securities or any stock appreciation rights, phantom stock plans or stock equivalents, (vii) award or grant, or authorize or propose the award or grant of any options, warrants or other rights of any kind to

34

acquire any stock or other securities of Parent or any of its Subsidiaries or such convertible or exchangeable securities, or any other ownership interest (including, without limitation, any such interest represented by contract right), of Parent or any of its Subsidiaries, other than the issuance or grant of options to employees of the Surviving Corporation; (viii) modify or adjust any outstanding options, warrants or other rights of any kind to acquire any stock or other securities of Parent or any of its Subsidiaries to acquire shares of Company Common Stock; (ix) take any action that would, or could reasonably be expected to, result in any of the conditions set forth in Article VII not being satisfied; (x) authorize or enter into any agreement or otherwise make any commitment to do any of the foregoing; or (xi) solicit, enter into discussions, or enter into any agreements or arrangements, whether written or oral, with any Person regarding (A) the acquisition (through any means) of Parent (or any of it is assets or properties) by any Person, or (B) the investment in or acquisition of (through any means) Parent, or any Affiliate of Parent, of any Person.

     Section 6.3 AIM Notification; Readmission Document.

          (a) As promptly as reasonably practicable following the execution of this Agreement:

               (i) Parent shall deliver a notification conforming to the requirements of Schedule Four of the AIM Rules for Companies (the “AIM Notification”). Such AIM Notification shall have been prepared by Parent with the cooperation of Target.

               (ii) Parent shall use commercially reasonable efforts to prepare and deliver within fourteen (14) days after the date of this Agreement a further admission document in respect of the readmission to AIM of the Parent Common Stock, the Parent Warrants and the Parent Merger Securities to be issued pursuant to this Agreement, conforming to the requirements of Schedule Two of the AIM Rules for Companies (together with all amendments thereto, the “Readmission Document”), prepared in connection with the execution of this Agreement and Parent shall solicit the approval of Parent Stockholders of this Agreement, the Merger and the other actions to be taken in connection therewith. The Readmission Document shall have been prepared by Parent with the cooperation of Target. The Readmission Document shall contain (i) the unanimous recommendation of the Parent Board that Parent Stockholders approve this Agreement, the Merger and the other actions to be taken in connection therewith, including but not limited to (a) a proposal to amend Parent’s certificate of incorporation to increase the permitted size of the Parent Board from five (5) to eleven (11) and to elect Daniel M. Perlman, Harris Koffer, Daniel Raynor and James Macdonald to fill four (4) of the newly created director positions in accordance with Section 6.15 hereof, (b) a proposal to amend Parent’s certificate of incorporation to change Parent’s name to ReSearch Pharmaceutical Services, Inc., (c) a proposal to amend Parent’s certificate of incorporation and bylaws to provide that Parent’s bylaws may be amended by the Parent Board, and (d) a combined proposal to (1) amend Parent’s certificate of incorporation to increase the number of authorized shares of Parent Common Stock from 74,800,000 to 150,000,000, (2) amend Parent’s certificate of incorporation and bylaws to provide that members of the Parent Board may only be removed for cause and (3) approve the Management Employment Agreements and the Service Agreements, and (ii) the conclusion of the Parent Board that the terms and conditions of this Agreement, the Merger and the other actions to be taken in connection therewith are advisable and in the best interests of the

35

Parent Stockholders. The Readmission Document shall require that this Agreement and the transactions contemplated hereby shall be deemed approved by the Parent Stockholders only if (x) notwithstanding the provisions of Parent’s certificate of incorporation, holders of a majority of the outstanding IPO Shares approve this Agreement and the Merger, and (y) holders of a majority of the outstanding shares of Parent Common Stock entitled to vote thereon approve the combined proposal described in Section 6.3(a)(ii)(i)(d) (both (x) and (y) being the “Parent Stockholder Approval”). Parent shall use its commercially reasonable efforts to respond to any comments made by the AIM or any other Governmental Authority with respect to the Readmission Document or any Other Filings and to cause the Admission to become effective within the meaning of the AIM Rules as promptly as reasonably practicable following the approval by Parent Stockholders. Prior to the acceptance and approval of the Application by the Exchange, Parent shall take any and all actions required under any applicable securities Laws in connection with the issuance of the Parent Merger Securities. Target shall furnish to Parent all information concerning Target, its Subsidiaries and the RPS Securityholders as Parent may reasonably request to satisfy the disclosure requirements of the AIM Rules for Companies and, if applicable, the prospectus rules of the UK Financial Services Authority, and shall deliver to Parent all financial statements and other financial data of Target and its Subsidiaries, and cause to be delivered to Parent any consents of Target’s independent public accountants required to be included in the Readmission Document or any Other Filings, in each case in a form reasonably satisfactory to Parent and in any event in a form that is in all respects compliant with GAAP, and the FSMA and the AIM Rules.

          (b) If at any time prior to the Effective Time any information relating to Parent or Target, or any of their respective Affiliates, officers or directors, should be discovered by Parent or Target which should be set forth in an amendment or supplement to the Readmission Document so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other party hereto and, an appropriate amendment or supplement describing such information shall be promptly disseminated in accordance with applicable Law and the AIM Rules for Companies.

          (c) Parent shall afford Target an opportunity to review the AIM Notification, the Readmission Document and any Other Filing within a reasonable period of time prior to the delivery or filing thereof and shall not unreasonably reject any comments provided by Target thereon.

          (d) Parent shall indemnify and hold harmless each of Dennis M. Smith, Edward V. Yang, Jon A. Burgman, Stephen E. Stonefield, Daniel M. Perlman, Harris Koffer, Daniel Raynor and James Macdonald against any and all Losses resulting from or arising out of the Introduction Agreement or otherwise out of the publication of the Readmission Document; provided, however, that Parent shall have no obligation to indemnify Daniel M. Perlman, Harris Koffer, Daniel Raynor or James Macdonald to the extent any such Losses are attributable to statements or information supplied by Target concerning Target or its financial condition or operations for inclusion or incorporation by reference in the “Letter from the Chairman of Cross Shore – Background to RPS,” “Risk Factors – Risks Related to RPS/The Biopharmaceutical Outsourcing Industry,” “Information on RPS/The Enlarged Group – Information on RPS” and

36

“Financial Information on RPS” sections of the Readmission Document, or in such other sections of the Readmission Document containing statements or information supplied by Target concerning Target or its financial condition or operations for inclusion or incorporation by reference in such other sections, or any amendments or supplements to such sections mutually agreed to by Parent and Target. The parties acknowledge and agree that each of the individuals identified in this Section 6.3(d) is an intended third party beneficiary of this Section 6.3(d) and shall be entitled to enforce its terms as if he were a party to this Agreement.

     Section 6.4 Information and Offering Memorandum.

          (a) Target shall use commercially reasonable efforts to deliver to Target Shareholders within fourteen (14) days after the date of this Agreement an information and offering memorandum, conforming to the requirements of applicable Law (the “Information and Offering Memorandum”), prepared in connection with the execution of this Agreement in connection with the approval of the Target Shareholders of this Agreement, the Merger and the other actions to be taken in connection therewith. The Information and Offering Memorandum shall contain the unanimous recommendation of the Target Board that Target Shareholders approve this Agreement, the Merger and the other actions to be taken in connection therewith, and the conclusion of the Target Board that the terms and conditions of this Agreement, the Merger and the other actions to be taken in connection therewith are advisable and in the best interests of the Target Shareholders. Target shall deliver the Information and Offering Memorandum to each of the RPS Securityholders as required by Section 2.3(a). Parent shall furnish to Target all information concerning Parent, its Subsidiaries, Parent Shareholders, its business information, its financial statements and other financial data as may be reasonably requested to satisfy the disclosure requirements applicable to Target’s solicitation of the approval of Target Shareholders of this Agreement, the Merger and the other actions to be taken in connection therewith.

          (b) If at any time prior to the Effective Time any information relating to Parent or Target, or any of their respective Affiliates, officers or directors, should be discovered by Parent or Target which should be set forth in an amendment or supplement to the Information and Offering Memorandum so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other party hereto and, an appropriate amendment or supplement describing such information shall be promptly disseminated to the shareholders of Target.

     Section 6.5 Parent Stockholder Approval. Parent shall take all actions in accordance with applicable Laws, its organizational documents and the rules of the AIM to duly call and hold the Parent Stockholders’ Meeting as promptly as reasonably practicable after the date hereof. Parent shall use commercially reasonable efforts to obtain the Parent Stockholder Approval.

37

     Section 6.6 Appropriate Action; Consents; Filings.

          (a) Subject to the terms and conditions of this Agreement, Target and Parent shall:

               (i) use commercially reasonable efforts to coordinate and cooperate with one another in connection with: (a) any Other Filings; (b) determining all filings and notifications or Approvals required to be made or obtained under any of the Target Scheduled Contracts or applicable Laws in connection with the authorization, execution and delivery of this Agreement and each of the Ancillary Documents and the consummation of the Merger and the other transactions contemplated hereby and thereby; (c) timely making all such filings and notifications and timely seeking to obtain all such Approvals, and furnishing information required in connection therewith or with the Readmission Document or any Other Filings; and (d) as promptly as practicable respond to any request for information including without limitation any request for additional information and documentary materials from any Governmental Authority;

               (ii) to the extent practicable, promptly notify each other of any communication from any Governmental Authority with respect to this Agreement or the transactions contemplated hereby, and permit the other party to review in advance any proposed written communication to any Governmental Authority;

               (iii) not agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation or other inquiry with respect to this Agreement or the transactions contemplated hereby unless it consults with the other party in advance and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend and participate, in each case to the extent practicable;

               (iv) furnish the other party with copies of all correspondence, filings and communications (and memoranda setting forth the substance thereof) between Target and the Target Representatives or Parent and the Parent Representatives, as the case may be, on the one hand, and any Governmental Authority or members of their respective staffs on the other hand, with respect to this Agreement or the transactions contemplated hereby (excluding documents and communications which are subject to preexisting confidentiality agreements or to attorney client privilege);

               (v) furnish the other party with such necessary information (including all information required to be included in the Readmission Document and the Information and Offering Memorandum) and reasonable assistance as such other party and its Representatives may reasonably request in connection with their preparation of necessary filings, registrations or submissions of information (including the Readmission Document and the Information and Offering Memorandum) to any Governmental Authority in connection with this Agreement or the transactions contemplated hereby;

               (vi) use its commercially reasonable efforts to consummate the transactions contemplated by this Agreement and the Ancillary Documents in accordance with the terms and conditions hereof and thereof, including obtaining the approval of all

38

Governmental Agencies and Persons necessary to consummate the transactions contemplated by this Agreement and the Ancillary Documents;

               (vii) not agree with any Governmental Agency or Person to modify any of the terms or conditions of this Agreement or the Ancillary Documents or any information contained in the Information and Offering Statement or Readmission Document without the prior written consent of the other party; and

               (viii) promptly notify the other party in writing of (i) any material change in its current or future business, condition (financial or otherwise) or its results of operations; (ii) the institution or the threat of any Claim involving Parent, Target or any of their Subsidiaries; or (iii) the occurrence or non-occurrence of any event or condition or the discovery of any matter that would reasonably be expected to cause (a) any of the representations or warranties of Target, the Securityholders or Parent set forth herein not to be true and correct at the Effective Time; (b) any condition to the obligations of any party to effect the Merger and the other transactions contemplated by this Agreement and the Ancillary Documents not to be satisfied; or (c) the failure of any party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement or any Ancillary Document; provided, however, that the delivery of any notice pursuant to this Section shall not cure any breach of any representation or warranty requiring disclosure of such matter prior to the date hereof or otherwise limit or affect the remedies available hereunder to the party receiving such notice.

     Section 6.7 Access to Target Information; Confidentiality.

          (a) During the Interim Period, each of Parent and Target shall, and shall cause each of its Subsidiaries and each of their respective officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives (collectively, the “Representatives”) to: (i) provide to each other and their Representatives reasonable access to its officers, directors, agents, properties, customers, suppliers, employees, offices and other facilities, and to its respective books and records; and (ii) furnish promptly to the other or the appropriate Representatives such information concerning the business, properties, contracts, records, personnel and other aspects of its and its Subsidiaries (including without limitation financial, operating and other data and information) as the other, or the other’s Representatives may reasonably request from time to time; provided, however, that all access and investigation made pursuant to this Section 6.7(a) shall be conducted in such a way as to not unreasonably interfere with the operations and business of either Parent or Target and their respective Subsidiaries. No investigation conducted pursuant to this Section 6.7(a) shall affect or be deemed to modify or limit any representation or warranty made in this Agreement.

          (b) The Confidentiality Agreement dated as of June 12, 2006 (the “Confidentiality Agreement”) between Target and Parent shall remain in full force and effect through the Effective Time.

     Section 6.8 No Solicitation of Transactions. Without limitation on its other obligations under this Agreement, Target and Parent shall not, and shall not authorize or permit any of its Representatives or any of its investment bankers, financial advisors or other

39

representatives retained by it, directly or indirectly through any other Person (which for purposes of this Section 6.8 shall include any “group” as such term is defined in Section 13(d) of the Exchange Act) to: (i) solicit, initiate, facilitate or encourage (including by way of furnishing or disclosing information with respect to Target or Parent or any of their respective Subsidiaries to any Person) the making of or any effort or attempt to make any Acquisition Proposal; (ii) participate in, continue or resume any discussions or negotiations relating to any Acquisition Proposal; or (iii) enter into any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement related to any Acquisition Proposal or approve or recommend, or publicly propose to approve or recommend, any Acquisition Proposal.

     Section 6.9 Takeover Statutes. In connection with and without limiting the foregoing, Target, and the Target Board and Parent, and the Parent Board each shall: (i) take all action necessary to ensure that no takeover statute or similar statute or regulation is or becomes applicable to this Agreement, the Merger, the Closing or the performance of any duties or transactions required hereby; and (ii) if any takeover statute or similar statute becomes so applicable, take all action necessary to ensure that the Merger and the Closing are completed as soon as practicable.

     Section 6.10 Public Announcements. Parent and Target shall consult with each other before issuing any press release or otherwise making any public statements with respect to the Merger and shall not issue any such press release or make any such public statement prior to (i) such consultation and (ii) the written approval by Target of such press release or public statement, except as may be required by applicable Law or any listing agreement with, or rules or regulations of, the AIM in which case Parent will provide a draft of such press release or public statement to Target prior to issuance and confer in good faith with Target with respect to the content thereof. Promptly following the execution of this Agreement, Parent and Target shall issue a press release substantially in the form of Exhibit D hereto.

     Section 6.11 RPS Securityholders Committee.

          (a) Daniel M. Perlman and Daniel Raynor are hereby appointed by Target and the RPS Securityholders as the RPS Securityholders Committee to take all actions on behalf of the RPS Securityholders under this Agreement or the Registration Rights Agreement, including, (i) to take any and all action in connection with the defense, payment or settlement of any claims related to this Agreement or the Registration Rights Agreement, (ii) to give and receive any and all notices required or permitted to be given under this Agreement or the Registration Rights Agreement, (iii) to take any and all additional action as is contemplated to be taken by the RPS Securityholders Committee by the terms of this Agreement or the Registration Rights Agreement, and (iv) to take any and all actions reasonably necessary or appropriate in the judgment of the RPS Securityholders Committee for the accomplishment of any of the foregoing. Any decision or action by the RPS Securityholders Committee hereunder, including the defense, payment or settlement of any claims, shall constitute a decision or action of all RPS Securityholders and shall be final, binding and conclusive upon each such RPS Securityholder. No RPS Securityholder shall have the right to object to, dissent from, protest or otherwise contest the same. The RPS Securityholders Committee shall not have any duties or responsibilities except those expressly set forth in this Agreement, and no implied covenants,

40

functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or shall otherwise exist against the RPS Securityholders Committee. All actions and decisions of the RPS Securityholders Committee shall require the unanimous agreement of the members thereof.

          (b) Each Parent Indemnitee shall be entitled to conclusively rely on (i) the RPS Securityholders Committee as the sole representative of the RPS Securityholders with respect to the matters set forth in Section 6.11(a) and (ii) any decision or act of the RPS Securityholders Committee required, permitted or contemplated to be taken by the RPS Securityholders Committee hereunder. Each Parent Indemnitee is hereby relieved from any liability to any Person for any acts done by any of them in accordance with any instructions, decisions or acts of the RPS Securityholders Committee. Parent shall be entitled to treat as genuine, and as the document it purports to be, any letter, paper or other document furnished to it by or on behalf of the RPS Securityholders Committee, and reasonably believed by Parent to be genuine and to have been signed and presented by the proper Person or Persons.

          (c) The RPS Securityholders Committee shall be entitled to rely, and be fully protected in relying, upon any statements furnished to it by Target, any of Target’s Subsidiaries, any RPS Securityholder or any other evidence deemed by the RPS Securityholders Committee to be reliable.

          (d) The RPS Securityholders Committee shall have no liability to the RPS Securityholders for any claims, actions, suits, losses, liabilities or damages resulting from any action taken by or omission of the RPS Securityholders Committee, including pursuant to Section 9.8, absent the RPS Securityholders Committee’s gross negligence or willful misconduct.

     Section 6.12 Delivery of Interim Financial Statements. During the Interim Period, Target shall cause to be delivered to Parent the unaudited consolidated balance sheets and the related unaudited consolidated statements of income and cash flows for Target and its Subsidiaries, taken as a whole, for each monthly period completed subsequent to the date hereof, (the “Interim Unaudited Financial Information”). The Interim Unaudited Financial Information shall be so delivered on or before the date that is forty-five (45) days following the end of the relevant fiscal month.

     Section 6.13 FIRPTA Certification. Prior to the Closing Date, Target shall deliver to Parent an executed affidavit from Target, also delivered to the IRS, that the shares of Target Capital Stock are not a “U.S. real property interest” in accordance with the Treasury Regulations issued under Sections 897 and 1445 of the Code. If Parent does not receive the documents described above on or before the Closing Date, Parent shall be permitted to withhold from the consideration otherwise payable pursuant to this Agreement any required withholding tax under Section 1445 of the Code.

     Section 6.14 Second Merger. As soon as reasonably practicable following the Closing Date, the Surviving Corporation will be merged with and into Merger Sub Two and the separate existence of the Surviving Corporation will cease and Merger Sub Two will continue as the surviving limited liability company in such merger.

41

     Section 6.15 Board Approval; Officers. Parent will include in the Readmission Document a proposal to amend Parent’s certificate of incorporation to increase the permitted size of the Parent Board from five (5) to eleven (11) (the “Board Proposal”). If the Board Proposal is approved by the required vote of the Parent Stockholders, then, immediately prior to but effective only upon the Closing, Parent shall appoint Daniel M. Perlman, Harris Koffer, Daniel Raynor and James Macdonald to fill four (4) of the newly created director positions and Jon A. Burgman shall resign as a director such that the Parent Board will be composed of Daniel M. Perlman, Harris Koffer, Daniel Raynor, James Macdonald, Dennis M. Smith, Edward V. Yang and Stephen E. Stonefield. If the Board Proposal is not approved by the required vote of the Parent Stockholders, then, immediately prior to but effective only upon the Closing, Stephen E. Stonefield and Jon A. Burgman shall resign as directors and Parent shall appoint Daniel M. Perlman, Harris Koffer and Daniel Raynor to fill the three (3) remaining open director positions such that the Parent Board will be composed of Daniel M. Perlman, Harris Koffer, Daniel Raynor, Dennis M. Smith and Edward V. Yang. Parent shall take such actions as are necessary (i) to appoint Daniel M. Perlman, Harris Koffer and Dennis M. Smith to the class of directors of Parent having as near as practicable to a three (3) year term after the Closing Date, (ii) to appoint Daniel Raynor and Edward V. Yang to the class of directors of Parent having as near as practicable to a two (2) year term after the Closing Date and (iii) if the Board Proposal is approved, to appoint James Macdonald and Stephen E. Stonefield to the class of directors of Parent having as near as practicable to a one (1) year term after the Closing Date. Parent shall take such actions as are necessary to appoint Daniel M. Perlman, Harris Koffer and Steven Bell as officers of Parent with the titles set forth in Section 1.5 of this Agreement.

     Section 6.16 Release. If and only if the Closing occurs, each RPS Securityholder, for itself, and its heirs, personal representatives, successors and assigns (collectively, the “Releasors”), hereby forever fully and irrevocably releases and discharges Parent, Merger Sub, Target, each of their respective direct and indirect Subsidiaries, and each of their respective predecessors, successors and past and present stockholders, members, managers, directors, officers, employees, agents, and other representatives (collectively, the “Released Parties”) from any and all actions, suits, claims, demands, debts, promises, judgments, or liabilities of any kind whatsoever in law or equity and causes of action of every kind and nature, or otherwise (including, claims for damages, costs, expense, and attorneys’, brokers’ and accountants fees and expenses) arising out of or related to events, facts, conditions or circumstances existing or arising prior to the Closing Date, which the Releasors can, shall or may have against the Released Parties, whether known or unknown, suspected or unsuspected, unanticipated as well as anticipated (collectively, the “Released Claims”), and hereby irrevocably agrees to refrain from directly or indirectly asserting any claim or demand or commencing (or causing to be commenced) any suit, action, or proceeding of any kind, in any court or before any tribunal, against any Released Party based upon any Released Claim. Notwithstanding the preceding sentence of this Section 6.16, “Released Claims” does not include, and the provisions of this Section 6.16 shall not release or otherwise diminish, (i) the obligations of any party set forth in or arising under any provisions of this Agreement or the Ancillary Documents, (ii) if such RPS Securityholder is an employee of Target or any of its Subsidiaries, in respect of (a) the current year’s accrued but unpaid compensation and (b) such employee’s outstanding benefits under the Target Benefit Plans as of the Closing Date, and (iii) any claim that any RPS Securityholder has against the Parent for any breach of the terms and conditions of this Agreement or any claims arising out of statements and information contained in the Readmission Document and

42

Information and Offering Statement, other than those statements and information supplied by Target concerning Target or its financial condition or operations for inclusion or incorporation by reference in the Readmission Document, or any amendments or supplements thereto (including in the “Letter from the Chairman of Cross Shore – Background to RPS,” “Risk Factors – Risks Related to RPS/The Biopharmaceutical Outsourcing Industry,” “Information on RPS/The Enlarged Group – Information on RPS” and “Financial Information on RPS” sections of the Readmission Document or any amendments or supplements to such sections).

     Section 6.17 Further Assurances. If at any time after the Effective Time, any reasonable further action is necessary or desirable to carry out the purposes and intent of this Agreement and the Ancillary Documents, including without limitation the execution of additional instruments, the proper officers and directors of each party will take all such reasonable further action.

     Section 6.18 Lockup Agreements. At the Closing, each of the Persons listed in Schedule 6.18 will enter into a Lockup Agreement.

     Section 6.19 Parent Option Plan. At or prior to Closing, Parent shall adopt the Parent Option Plan providing for the issuance of up to an aggregate equal to fifteen percent (15%) of the shares of Parent Common Stock outstanding from time to time. Following the registration of the Parent Common Stock under the Exchange Act, Parent shall use commercially reasonable efforts to promptly file a registration statement on Form S-8 registering the shares of Parent Common Stock to be issued pursuant to the Parent Option Plan under the Securities Act.

     Section 6.20 Dividend; Use of Target Closing Cash. To the extent that Excess Cash exists at the Closing, Parent shall use all of such Excess Cash to pay a dividend to be declared by Parent during the Interim Period in an amount not to exceed $1.00 per share of Parent Common Stock held by Existing Parent Stockholders or $18,666,668 in the aggregate (excluding shares of Parent Common Stock repurchased from Existing Parent Stockholders who exercise their repurchase rights under Parent’s certificates of incorporation), which dividend shall be payable only if the Closing shall have occurred (the “Cross Shore Dividend”). Parent shall pay the Cross Shore Dividend on the payment date established by the Parent Board, which date shall be no more than sixty (60) days following the Closing Date. If the Closing occurs, in no event shall the Parent Board rescind or reduce the amount of the Cross Shore Dividend following the declaration thereof. From and after the Closing, the parties acknowledge and agree that each of the Existing Parent Stockholders is an intended third party beneficiary of this Section 6.20 and shall be entitled to enforce its terms as if it were a party to this Agreement. For the avoidance of doubt, no RPS Securityholder shall be entitled to receive the Cross Shore Dividend. Parent shall use the Target Closing Cash and any cash remaining after payment of the Cross Shore Dividend for such purposes as determined from time to time by the Parent Board.

     Section 6.21 Parent Warrants and New Parent Warrants. Parent shall take such actions as are necessary to allow holders of Parent Warrants and New Parent Warrants to exercise the Parent Warrants and the New Parent Warrants at all times following the Closing Date on a cashless basis using the formula described in Section 3.3.1 of the Warrant Deed for the Parent Warrants.

43

     Section 6.22 Employment Agreements; Service Agreements. Target and Parent acknowledge that it is mutually desirable for Target to enter into employment agreements with Samir Shah, Janet Brennan and Joseph Arcangelo prior to the Closing, to be effective upon the Closing, on terms substantially similar to, and in replacement of, their respective existing employment agreements with Target, subject to such changes as are necessary or appropriate to conform to changes in applicable laws and subject to such changes as are necessary or appropriate to conform the agreements to the terms of the transactions contemplated by this Agreement. Parent and Target shall reasonably cooperate in furtherance of the foregoing, it being understood that such agreements are not a condition to the Closing. Simultaneously with the execution and delivery of this Agreement, Parent shall enter into the Management Employment Agreements with each of Daniel M. Perlman, Harris Koffer and Steven Bell, and the Service Agreements with each of Dennis M. Smith and Edward V. Yang.

Article VII.
Closing Conditions

     Section 7.1 Conditions to Obligations of Each Party Under This Agreement. The respective obligations of each party to effect the Merger and the other transactions contemplated hereby shall be subject to the satisfaction at or prior to the Effective Time of the following conditions, any or all of which may be waived, in whole or in part, to the extent permitted by applicable Law:

          (a) Shareholder Approvals. The Parent Stockholder Approval shall have been obtained.

          (b) Readmission by the Exchange. The Application shall have been made and the Admission shall have become effective within the meaning of the AIM rules and the Introduction Agreement shall have been entered into and shall have not been terminated.

          (c) Certificate of Merger. The Certificate of Merger shall have been filed with and accepted by the Secretary of the Commonwealth of the Commonwealth of Pennsylvania.

          (d) Governmental Approvals. All material Approvals (which Approvals shall not contain any conditions materially adverse to Target and the RPS Securityholders) from Governmental Authorities required in connection with this Agreement and the consummation of the transactions contemplated hereby shall have been obtained; provided, however, that no such Approval shall (i) contain any condition materially adverse to Target and the RPS Securityholders or (ii) change the terms and conditions of this Agreement or any of the Ancillary Documents without the consent of the RPS Securityholders Committee.

          (e) Court Proceedings. No Claim shall be pending or, to the Knowledge of Target or Parent, threatened before any court or quasi-judicial or administrative agency of any federal, state, local or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling or charge would: (i) prevent consummation of any of the transactions contemplated by this Agreement or any Ancillary Document; (ii) cause any of the transactions contemplated by this Agreement or any Ancillary Document to be rescinded

44

following consummation thereof; or (iii) materially adversely affect the right or powers of Parent to own, operate or control the Surviving Corporation, and no such injunction, judgment, order, decree, ruling or charge shall be in effect.

          (f) No Order. No Governmental Authority, nor any federal or state court of competent jurisdiction or arbitrator shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, judgment, injunction or arbitration award or finding or other order (whether temporary, preliminary or permanent), in any case that is in effect and prevents or prohibits consummation of the Merger or any other transactions contemplated by this Agreement or any Ancillary Document.

          (g) Filing of the Charter Amendment. The Charter Amendment shall have been filed with the Secretary of State of the State of Delaware.

          (h) Escrow Agreement. Prior to the Closing, Parent and the RPS Securityholders Committee shall have mutually agreed upon the selection of an Escrow Agent and to the form and substance of an escrow agreement pursuant to which the Stock Deposit shall be held and disbursed (the “Escrow Agreement”). In addition to such other terms and conditions as Parent and RPS Securityholders Committee shall have agreed, such Escrow Agreement shall contain the following terms: (i) the Stock Deposit shall be held for a term expiring on the earliest to occur of (x) the second anniversary of the Closing Date, (y) the date as of which the aggregate value of the shares of Parent Common Stock released from the Stock Deposit to Parent Indemnitees in satisfaction of indemnifiable Losses under Section 9.1(a) equals the Cap, and (z) the date as of which there are no shares of Parent Common Stock remaining in the Stock Deposit; (ii) on expiration of the term of the Stock Deposit, all shares of Parent Common Stock remaining therein (less any shares of Parent Common Stock reasonably necessary to satisfy pending claims) shall be distributed to the Participating Securityholders; (iii) on the first anniversary of the Closing Date, sixty percent (60%) of the number of shares of Parent Common Stock constituting the Stock Deposit (less any shares of Parent Common Stock released as of such time in satisfaction of indemnifiable Losses or any shares of Parent Common Stock reasonably necessary to satisfy pending claims) shall be released from escrow and returned to the Participating Securityholders; (iv) all distributions of shares of Parent Common Stock from the Stock Deposit to Participating Securityholders shall be in accordance with their respective Proportionate Shares; (v) Parent shall use commercially reasonable efforts to cause certificates for the applicable shares of Parent Common Stock released from the Stock Deposit for return to the Participating Securityholders to be issued and delivered to such Participating Securityholders; (vi) the value of shares of Parent Common Stock for purposes of determining the number of shares required to satisfy indemnifiable Losses shall be determined in accordance with Section 9.7(a) of this Agreement; (vii) the maximum aggregate value of the shares of Parent Common Stock that may be released from the escrow to Parent Indemnitees in satisfaction of indemnifiable Losses under Section 9.1(a) shall not exceed the Cap (for purposes of determining the aggregate value of the shares of Parent Common Stock released in satisfaction of indemnified Losses, each such share of Parent Common Stock shall have the value ascribed to such share of Parent Common Stock for purposes of determining the number of shares of Parent Common Stock required to satisfy the applicable Losses, as determined in accordance with Section 9.7(a) of this Agreement).

45

          (i) Lockup Agreements. The Lockup Agreements shall have been executed and delivered by the respective parties thereto as provided in Section 6.18.

     Section 7.2 Additional Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to effect the Merger and the other transactions contemplated herein are also subject to the following conditions, any or all of which may be waived, in whole or in part, by Parent to the extent permitted by applicable Law:

          (a) Representations and Warranties. Each of the representations and warranties of Target and the RPS Securityholders contained in this Agreement or any of the Target Documents (disregarding all qualifications and exceptions contained therein relating to “Materiality”, “Material Adverse Effect” and similar terms and phrases) shall be true and correct in all material respects, with only such exceptions as would not, individually or in the aggregate, reasonably be expected to result in a Target Material Adverse Effect.

          (b) Agreements and Covenants. Target and the RPS Securityholders shall have performed or complied in all material respects with all material agreements and material covenants required by this Agreement and each Target Document to be performed or complied with by Target on or prior to the Closing Date.

          (c) Closing Certificate. Target shall have delivered to Parent a certificate certifying as to compliance with Sections 7.2(a), 7.2(b), 7.2(e) and 7.2(h) in form and substance reasonably satisfactory to Parent.

          (d) Secretary’s Certificate. Target shall have delivered to Parent a certificate of the corporate secretary of Target in form and substance reasonably satisfactory to Parent.

          (e) Dissenting Shareholders. Holders of not more than five percent (5%) of the outstanding shares of Target Capital Stock shall have exercised their dissenters’ rights under the PABCL.

          (f) Third Party Approvals. All Approvals listed in Section 7.2(f) of the Target Disclosure Letter shall have been obtained.

          (g) Certificates of Good Standing. Target shall have delivered to Parent certificates issued by the appropriate Governmental Authorities evidencing the good standing of Target and each of its Subsidiaries under the laws of the jurisdictions of their respective formation (to the extent obtainable by Target in such jurisdictions) dated as of a date not more than thirty (30) days prior to the Closing Date.

          (h) Working Capital. Target and its Subsidiaries (on a consolidated basis) shall have at least $2,000,000 of working capital (current assets minus current liabilities) after payment by Target of the Target Management Bonus.

     Section 7.3 Additional Conditions to Obligations of Target. The obligations of Target to effect the Merger and the other transactions contemplated hereby are also subject to the following conditions, any or all of which may be waived, in whole or in part, by Target to the extent permitted by applicable Law:

46

          (a) Representations and Warranties. Each of the representations and warranties of Parent and Merger Sub contained in this Agreement or any of the Parent Documents (disregarding all qualifications and exceptions contained therein relating to “Materiality”, “Material Adverse Effect” and similar terms and phrases) shall be true and correct in all material respects, with only such exceptions as would not, individually or in the aggregate, reasonably be expected to result in a Parent Material Adverse Effect.

          (b) Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement and each Parent Document to be performed or complied with by Parent or Merger Sub on or prior to the Closing Date.

          (c) Target Closing Cash. After payment by Parent of, or provision for the payment by Parent of, the Closing Payments, Parent shall have cash at least equal in amount to the Target Closing Cash.

          (d) Closing Certificate. Parent shall have delivered to Target a closing certificate certifying as to compliance with Sections 7.3(a), 7.3(b) and 7.3(c).

          (e) Secretary’s Certificate. Parent shall have delivered to Target a certificate of the corporate secretary of Parent in form and substance reasonably satisfactory to Target.

          (f) Registration Rights Agreement. The Registration Rights Agreement shall have been executed by Parent.

          (g) Deliveries Under Trust Agreement. Parent shall have delivered to the Trustee a Distribution Letter substantially in the form attached as Exhibit A to the Trust Agreement and shall have delivered such other documents as the Trustee shall reasonably request in connection with the distribution of funds held by the Trustee as contemplated by the Trust Agreement.

     Section 7.4 Waiver. Any or all of the conditions set forth in Sections 7.1 and 7.3 may be waived by Target and the RPS Securityholders Committee, and such waiver shall be binding on all Securityholders.

Article VIII.
Termination, Amendment and Waiver

     Section 8.1 Termination. This Agreement may be terminated, and the Merger contemplated hereby may be abandoned, at any time prior to the Effective Time, by action taken or authorized by the board of directors of the terminating party:

          (a) By mutual written consent of Target and Parent;

          (b) By either Target or Parent if the Merger shall not have been consummated prior to July 10, 2007; provided, however, that the right to terminate this Agreement under this Section 8.1(b) shall not be available to any party whose failure to fulfill any obligation under this

47

Agreement has been the cause of, or resulted in, the failure of the Merger to be consummated on or before such date;

          (c) By either Target or Parent if any Governmental Authority shall have issued an order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement or any Ancillary Document, and such order, decree, ruling or other action shall have become final and nonappealable (which order, decree, ruling or other action the parties shall have used their commercially reasonable efforts to resist, resolve or lift, as applicable);

          (d) By Target if the Parent Stockholder Approval shall not have been obtained by reason of the failure to obtain the required vote at the Parent Stockholders’ Meeting or at any adjournment thereof; provided, however, that if this Agreement is then terminable pursuant to Section 8.1(e) by Parent, Target shall not have a right to terminate under this Section 8.1(d);

          (e) By Parent, if a Target Material Adverse Effect has occurred and has not been cured within twenty (20) days or if: (i)(a) Target or any RPS Securityholder materially breaches any of its covenants or agreements set forth in this Agreement or any Target Document and such breach is not the result of Parent’s failure to fulfill any of its covenants or agreements under this Agreement; (b) any representation or warranty of Target or any RPS Securityholder set forth in this Agreement or any Target Document that is qualified as to materiality shall be or have become untrue and such matter shall be reasonably likely to result in a Target Material Adverse Effect; or (c) any representation or warranty of Target or any RPS Securityholder set forth in this Agreement or any Target Document that is not qualified as to materiality shall be or have become untrue in any material respect and such matter shall be reasonably likely to result in a Target Material Adverse Effect; (ii) such breach or misrepresentation is not cured within twenty (20) days after written notice thereof; and (iii) such breach or misrepresentation would cause the conditions set forth in Section 7.2(a) or Section 7.2(b) not to be satisfied; or

          (f) By Target, if a Parent Material Adverse Effect has occurred and has not been cured within twenty (20) days or if: (i)(a) Parent or Merger Sub breaches any of its covenants or agreements set forth in this Agreement or any Parent Document and such breach is not the result of Target’s failure to fulfill any of its covenants or agreements under this Agreement; (b) any representation or warranty of Parent or Merger Sub set forth in this Agreement or any Parent Document that is qualified as to materiality shall have become untrue and such matter shall be reasonably likely to result in a Parent Material Adverse Effect; or (c) any representation or warranty of Parent or Merger Sub set forth in this Agreement or any Parent Document that is not qualified as to materiality shall have become untrue in any material respect and such matter shall be reasonably likely to result in a Parent Material Adverse Effect; (ii) such breach or misrepresentation is not cured within twenty (20) days after written notice thereof; and (iii) such breach or misrepresentation would cause the conditions set forth in Section 7.3(a) or Section 7.3(b) or not to be satisfied.

     Section 8.2 Effect of Termination. In the event of termination of this Agreement by either Target or Parent as provided in Section 8.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of Target, Parent or Merger Sub or their respective officers or directors except with respect to Section 6.7(b), Section 6.10, this Section

48

8.2 and Article X and except to the extent that such termination results from fraud or the intentional and material breach of any representation, warranty, covenant or agreement contained in this Agreement or any of the Ancillary Documents.

     Section 8.3 Amendment. This Agreement may be amended, supplemented or modified by the parties hereto, by or pursuant to action taken by their respective boards of directors, at any time prior to the Effective Time; provided, however, that, after the Parent Stockholder Approval or the Target Shareholder Approval has been obtained, no amendment which, by Law or under the rules of any applicable securities exchange, requires further stockholder approval may be made without such further stockholder approval. This Agreement may not be amended except by an instrument in writing signed on behalf of Parent, Target, Merger Sub and the RPS Securityholders Committee.

     Section 8.4 Waiver. At any time prior to the Effective Time, any party hereto may: (i) extend the time for the performance of any of the obligations or other acts of any other party hereto; (ii) waive any inaccuracies in the representations and warranties of any other party contained herein or in any document delivered pursuant hereto; and (iii) waive compliance by any other party with any of the agreements or conditions contained herein; provided, however, that, after the Parent Stockholder Approval or the Target Shareholder Approval has been obtained, there may not be, without further stockholder approval, any extension or waiver of this Agreement or any portion hereof that, by Law or in accordance with the rules of any applicable securities exchange, requires further approval by such stockholders. Any such extension or waiver will be valid only if set forth in an instrument in writing signed by Parent and the RPS Securityholders Committee. No failure or delay on the part of any party hereto in the exercise of any right hereunder will impair such right or be construed to be a waiver of, or acquiescence in, any breach of any representation, warranty or agreement herein, nor will any single or partial exercise of any such right preclude other or further exercise thereof or of any other right. No waiver of any right, power or duty by any party hereunder will operate or be construed as a waiver as to any subsequent occurrence or circumstance. All rights and remedies existing under this Agreement are cumulative to, and not exclusive to, and not exclusive of, any rights or remedies otherwise available.

     Section 8.5 Fees and Expenses. Target shall bear all Expenses (including without limitation reasonable fees and expenses of legal counsel, accountants, investment bankers, experts and consultants) incurred by Target or any Target Representatives, and Parent shall bear all Expenses (including without limitation reasonable fees and expenses of legal counsel, accountants, investment bankers, experts and consultants) incurred by Parent or any Parent Representatives.

Article IX.
Indemnification

     Section 9.1 Indemnification in respect of Target. Notwithstanding any investigation by Parent or the Parent Representatives, but subject to the limitations set forth in Section 9.5, Target shall (prior to the Effective Time) and the RPS Securityholders, severally on a pro rata basis but not jointly, shall (after the Effective Time) (as applicable, the “Target Indemnitors”) indemnify Parent and its Affiliates (including, after the Effective Time, the Surviving

49

Corporation) and their respective directors, officers, employees, stockholders, representatives and agents (collectively, the “Parent Indemnitees”) and hold each of the Parent Indemnitees harmless against and in respect of any and all Liabilities, claims, losses, damages, costs and expenses (including all court costs and expenses and reasonable fees and expenses of counsel) (collectively, “Losses”), resulting from, or in respect of, any of the following:

          (a) the breach of any representation or warranty made by Target in this Agreement or pursuant hereto; or

          (b) the breach of any covenant or agreement made by Target in this Agreement or pursuant hereto.

     Section 9.2 Indemnification in respect of the RPS Securityholders. Notwithstanding any investigation by Parent or the Parent Representatives, each RPS Securityholder shall, severally on a pro rata basis but not jointly, indemnify the Parent Indemnitees and hold each of the Parent Indemnitees harmless against and in respect of any and all Losses resulting from, or in respect of, any of the following:

     (a) the breach of any representation or warranty made by such RPS Securityholder in Article IV of this Agreement or pursuant hereto; or

     (b) the breach of any covenant or agreement made by such RPS Securityholder in this Agreement or pursuant hereto.

     For the avoidance of doubt, no RPS Securityholder shall be responsible for the breach by any other RPS Securityholder of such other RPS Securityholder’s (i) representations or warranties contained in Article IV of this Agreement, or made pursuant to this Agreement or (ii) covenants or agreements contained in this Agreement or made pursuant to this Agreement. For the avoidance of doubt, covenants of Target shall not constitute or be deemed to constitute covenants of any RPS Securityholder for purposes of this Section 9.2.

     Section 9.3 Indemnification in respect of Parent. Notwithstanding any investigation by Target or Target’s Subsidiaries, Parent and Merger Sub (the “Parent Indemnitors”) shall indemnify each of the RPS Securityholders and their respective directors, officers, employees, stockholders, representatives and agents, as applicable (collectively, the “Target Indemnitees”), and hold each of the Target Indemnitees harmless against and in respect of any and all Losses resulting from, or in respect of, any of the following:

     (a) the breach of any representation or warranty made by Parent in this Agreement or pursuant hereto;

     (b) the breach of any covenant or agreement made by Parent in this Agreement or pursuant hereto; or

          (c) any untrue statement of a material fact contained in any document filed or published by Parent with the AIM or the Exchange prior to the Closing Date or any omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading;

50

provided, however, that the Parent Indemnitors shall have no obligation to indemnify any Target Indemnitee to the extent any such Losses are attributable to statements or information supplied by Target concerning Target or its financial condition or operations for inclusion or incorporation by reference in the “Letter from the Chairman of Cross Shore – Background to RPS,” “Risk Factors – Risks Related to RPS/The Biopharmaceutical Outsourcing Industry,” “Information on RPS/The Enlarged Group – Information on RPS” and “Financial Information on RPS” sections of the Readmission Document or in such other sections of the Readmission Document containing statements or information supplied by Target concerning Target or its financial condition or operations for inclusion or incorporation by reference in such other sections, or any amendments or supplements to such sections mutually agreed to by Parent and Target.

     Section 9.4 Survival.

          (a) The representations and warranties of (i) Target made in or pursuant to this Agreement and the closing certificate to be delivered pursuant to Section 7.2(c) and (ii) the RPS Securityholders made in or pursuant to this Agreement will survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby for a period of six (6) months; provided, however, that: (a) the representations and warranties set forth in Sections 3.3 (Corporate Power and Authority; Vote Required), 3.4 (Capitalization), 3.13 (Environmental Matters), 3.14(a) (Title to Assets; Real Estate), 3.17 (Private Information), 3.19 (Taxes), 3.22 (Employee Benefit Plans), 4.2 (Authorization) and 4.4 (Target Capital Stock and Target Warrants) will survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby for a period of two (2) years; and (b) any representation or warranty the violation or alleged violation of which is made the basis of a Claim for indemnification pursuant to Section 9.1(a) or Section 9.2(a) will survive until such Claim is finally resolved if Parent notifies the RPS Securityholders Committee in writing of such Claim in reasonable detail prior to the date on which such representation or warranty would otherwise expire hereunder. Notwithstanding the foregoing, Parent shall not be entitled to pursue a claim for indemnification against the RPS Securityholders Committee in respect of the breach of any representation or warranty contained in this Agreement after the second anniversary of the Closing.

          (b) The representations and warranties of Parent and Merger Sub made in or pursuant to this Agreement and the closing certificate to be delivered pursuant to Section 7.3(c) will survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby for a period of six (6) months; provided, however, that the representations and warranties set forth in Sections 5.3 (Corporate Power and Authority; Vote Required) and 5.4 (Capitalization) will survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby for a period of two (2) years; and (b) any representation or warranty the violation or alleged violation of which is made the basis of a Claim for indemnification pursuant to Sections 9.3(a) will survive until such Claim is finally resolved if the RPS Securityholders Committee notifies Parent in writing of such Claim in reasonable detail prior to the date on which such representation or warranty would otherwise expire hereunder.

51

          (c) The covenants and agreements of each party made in or pursuant to this Agreement will survive until fully performed or fulfilled.

     Section 9.5 Limitations. Absent fraud or intentional misrepresentation, after the Closing, the aggregate amount of indemnifiable Losses for which the Target Indemnitors shall be liable pursuant to Section 9.1(a) shall not exceed $5,000,000 (the “Cap”); provided, however, that the Target Indemnitors shall not be liable pursuant to Section 9.1(a) (i) for Losses in respect of any single breach if the amount of such Losses does not exceed a $20,000 minimum value per claim (the “Threshold”), it being understood that the amount of two (2) or more claims reasonably related in subject matter or arising out of the same facts or circumstances shall be combined for purposes of determining whether the Threshold has been met (any Losses in respect of a breach which do not meet the Threshold being “Disregarded Losses”), and (ii) until the aggregate amount of all Losses (not including any Disregarded Losses) exceeds $500,000 (the “Basket”), in which event the Parent Indemnitees shall be entitled to recover such Losses (other than Disregarded Losses) to the extent in excess of the Basket, but not exceeding the Cap. The limitations in this Section 9.5 shall not apply to any breach by Target of the representations set forth in Section 3.4(a). Absent fraud or intentional misrepresentation, after the Closing, the Parent Indemnitees’ exclusive right to monetary damages shall be solely for indemnification pursuant to this Article IX and subject to the applicable limitations contained herein; provided, however, that this Section 9.5 in no way limits any party’s rights to applicable equitable remedies. For the avoidance of doubt, the limitations contained in this Section 9.5 shall not apply in respect of claims for indemnification made pursuant to Section 9.2. The computation of the amount of any Loss shall be done on an after-tax basis that takes into account the tax benefits, if any, that result from the Loss and the event giving rise to the Loss and the tax costs, if any, that result from any indemnification payment under this Agreement. All indemnification payments under this Agreement shall, except as otherwise required by Federal income tax law, be treated for Federal income tax purposes as an adjustment to the Merger Consideration provided to the RPS Securityholders. For purposes of determining whether there has been any misrepresentation or breach of a representation or warranty for purposes of Section 9.1, and for purposes of determining the amount of Losses resulting therefrom, all qualifications or exceptions therein relating to or referring to the terms “material”, “materiality”, “in all material respects”, “Material Adverse Effect” or any similar term or phrase shall be disregarded, it being the understanding of the parties that for purposes of determining liability under Section 9.1, the representations and warranties of the parties contained in this Agreement shall be read as if such terms and phrases were not included in them.

     Section 9.6 Third Party Claims.

          (a) The following procedures shall be applicable with respect to indemnification for third party Claims. Promptly after receipt by any Parent Indemnitee or Target Indemnitee (each, an “Indemnified Party”), as applicable, of notice of the commencement or assertion of any Claim by a third party (whether by legal process or otherwise), against which Claim the Target Indemnitors or the Parent Indemnitors (each, an “Indemnifying Party”), as applicable, are, or may be, required to indemnify such Indemnified Party, shall, if a Claim thereon is to be, or may be, made against the Indemnifying Party, notify the RPS Securityholders Committee (if any Target Indemnitor is an Indemnifying Party) or Parent (if any Parent Indemnitor is an Indemnifying Party), as applicable, in writing of the commencement or

52

assertion thereof and give the RPS Securityholders Committee or Parent, as applicable, a copy of such Claim, process and all legal pleadings. The Indemnifying Party shall have the right to: (i) participate in the defense of such Claim with counsel of reputable standing; and (ii) assume the defense of such Claim by agreeing in writing to assume such defense within ten (10) days of transmittal of the notice of the Claim by such Indemnified Party, unless: (a) such Claim may result in criminal proceedings, injunctions or other equitable remedies in respect of such Indemnified Party or its business; (b) such Claim may result in Liabilities that, taken with other then existing Claims under this Article IX, would not be fully indemnified hereunder or exceed the Cap, if applicable; (c) the Indemnifying Party fails to vigorously prosecute or defend such Claim, in which case such Indemnified Party shall have the right to assume the defense and shall have the full right to defend such Claim, or (d) such Claim is with respect to Taxes, in which case the Target Indemnitors shall have the right to assume the defense or settlement of such third party Claim only if it relates solely to Taxes of Target or its Subsidiaries for a taxable year or other taxable period ending on or before the Closing Date.

          (b) The parties shall reasonably cooperate in the defense of any third party Claim. In the event that the Indemnifying Party assumes or participates in the defense of such third party Claim as provided herein, the Indemnified Party shall make available to the Indemnifying Party all relevant records and take such other action and sign such documents as are reasonably necessary to defend such third party Claim in a timely manner. No Indemnifying Party in the defense of any such Claim, shall, except with the consent of any Indemnified Party consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all Liability with respect to such Claim or that requires any admission of Liability by any Indemnified Party. In addition, with respect to a third party Claim for Taxes, the Target Indemnitors shall not consent to entry of any judgment or enter into any settlement of (or otherwise compromise) such Claim without the written consent of Parent, which consent shall not be unreasonably withheld or delayed. In the event that the Indemnifying Party does not exercise its right to assume the defense of any matter for which it is entitled to assume as set forth in this Section 9.6, the Indemnified Party shall have the full right to defend such Claim. In the event that an Indemnified Party assumes the defense of any Claim, the Indemnifying Party shall be entitled to participate in the defense of such Claim at its own expense.

          (c) Prior to paying or settling any Claim against which the Indemnifying Party is, or may be, obligated under this Agreement to indemnify any Indemnified Party, such Indemnified Party must first: (i) supply the RPS Securityholders Committee or Parent, as applicable, with a copy of a final court judgment or decree holding such Indemnified Party liable on such Claim; or (ii) receive written Approval to the terms and conditions of such settlement from the RPS Securityholders Committee or Parent, as applicable, which Approval shall not be unreasonably withheld or delayed; provided, however, that no written Approval is required from the RPS Securityholders Committee or Parent as to any third party Claim: (a) that results solely in injunctions or other equitable remedies in respect of the Indemnified Party or its business; or (b) that settles Liabilities, or portions thereof, that are not subject to indemnification hereunder.

          (d) Any Indemnified Party shall have the right to employ its own counsel with respect to any Claim, and the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless: (i) the employment of such counsel shall have been authorized in

53

writing by the RPS Securityholders Committee or by Parent, as applicable, in connection with the defense of such Claim; (ii) the RPS Securityholders Committee or Parent, as applicable, shall not have employed counsel in the defense of such Claim after twenty (20) days notice and only if such Indemnified Party’s position has been materially prejudiced by the failure of the Indemnifying Party to assume the defense thereof; or (iii) such Indemnified Party shall have reasonably concluded that there may be defenses available to it that are contrary to, or inconsistent with, those available to the Indemnifying Party; and in any of the foregoing events such reasonable fees and expenses shall be borne by the Indemnifying Party.

     Section 9.7 Payment of Indemnification Claims.

          (a) Subject to the limitations set forth in this Article IX, Indemnifying Parties shall be entitled to pay or reimburse Indemnified Parties for Losses in the form of Parent Common Stock. For purposes of this Section 9.7, the value of each share of Parent Common Stock shall be deemed to be the average of the closing sale price of Parent Common Stock as quoted on the AIM (or any successor market or index) for the ten (10) consecutive trading days ending the trading day that is three (3) trading days preceding the day the indemnification claim is paid.

          (b) If the Indemnifying Parties are the Target Indemnitors, liability for the applicable Losses shall be allocated and shared among such Target Indemnitors in accordance with each such Target Indemnitor’s Proportionate Share.

          (c) If the Indemnifying Parties are the Parent Indemnitors, the payment for the applicable Losses shall be allocated and shared among the Target Indemnitees in accordance with each such Target Indemnitee’s Proportionate Share.

     Section 9.8 RPS Securityholders Contribution.

          (a) Each RPS Securityholder other than an Exercising Target Optionholder or holders of Dissenting Shares (each a “Participating Securityholder,” and collectively, the “Participating Securityholders”) agrees that it shall be responsible for and agrees to contribute and promptly pay to the RPS Securityholders Committee, an amount equal to (x) each and every amount due and payable in respect of any obligations of the RPS Securityholders pursuant to this Agreement, including, without limitation, indemnification obligations pursuant to Section 9.1 and related costs and expenses, and each and every amount incurred by the RPS Securityholders Committee in carrying out its duties and responsibilities as the RPS Securityholders Committee under this Agreement and the transactions contemplated hereby (not including any Individual Liabilities, “Shared Liabilities”), multiplied by (y) such RPS Securityholder’s Proportionate Share. Notwithstanding the foregoing, any and all obligations in respect of a breach by any RPS Securityholder of a representation, warranty, covenant or agreement made by such RPS Securityholder solely as to himself, herself or itself, as the case may be, under this Agreement (including indemnification obligations pursuant to Section 9.2 of this Agreement) or in any other agreement to which such RPS Securityholder is or becomes a party, shall be the sole and individual obligations of such RPS Securityholder, and Losses and related liabilities, costs and expenses resulting from such breach by such RPS Securityholder shall not be subject to

54

contribution by the other RPS Securityholders pursuant to this Agreement (“Individual Liabilities”), or be payable from the Deposit (as defined below).

          (b) At the Closing, Parent shall deduct from the portion of the Merger Consideration payable to the Participating Securityholders (i) cash in the aggregate amount of $250,000 (the “Cash Deposit”) and pay such Cash Deposit to the RPS Securityholders Committee to be held and used in accordance with this Agreement, and (ii) 1,500,000 shares of Parent Common Stock (the “Stock Deposit,” and together with the Cash Deposit, the “Deposit”) and deposit such Stock Deposit with the Escrow Agent to be held and disbursed in accordance with the Escrow Agreement.

          (c) Each Participating Securityholder shall be deemed to have contributed its Proportionate Share of the Cash Deposit and the Stock Deposit out of the portion of the Merger Consideration payable to such Participating Securityholder. Each Participating Securityholder authorizes and consents to the deduction by Parent from, and hereby directs Parent to deduct from, such Participating Securityholder’s portion of the Merger Consideration an amount of cash equal to such Participating Securityholder’s Proportionate Share of the Cash Deposit and a number of shares of Parent Common Stock equal to such Participating Securityholder’s Proportionate Share of the Stock Deposit. Each Participating Securityholder shall take all such actions and execute and deliver all such documents as are reasonably necessary or requested by the RPS Securityholders Representative Committee or Parent in order to ensure the delivery of the Deposit to the RPS Securityholders Committee and/or the Escrow Agent, as applicable, in accordance with this Agreement and to give effect to, confirm, or otherwise in furtherance of the provisions of this Section 9.8.

          (d) (i) The Stock Deposit shall be held in escrow pursuant to the terms of the Escrow Agreement. The Stock Deposit shall be the sole and exclusive source for the payment and satisfaction of, and the sole recourse of the Parent Indemnitees with respect to, any obligations of the Target Indemnitors to Parent Indemnitees pursuant to Section 9.1(a). The maximum aggregate value of the shares of Parent Common Stock that may be released from the Stock Deposit to Parent Indemnitees in satisfaction of indemnifiable Losses under Section 9.1(a) shall not exceed the Cap (for purposes of determining the aggregate value of the shares of Parent Common Stock released in satisfaction of indemnified Losses, each such share of Parent Common Stock shall have the value ascribed to such share of Parent Common Stock for purposes of determining the number of shares of Parent Common Stock required to satisfy the applicable Losses, determined in accordance with Section 9.7(a)). If and when there are no remaining shares of Parent Common Stock held in the Stock Deposit, Parent Indemnitees shall have no further recourse against any Target Indemnitors with respect to Section 9.1(a). For the avoidance of doubt, the limitations contained in this Section 9.8 shall not apply in respect of claims for indemnification made pursuant to Section 9.2.

               (ii) The Stock Deposit shall terminate on the earliest to occur of (x) the second anniversary of the Closing Date, (y) the date as of which the aggregate value of the shares of Parent Common Stock released from the Stock Deposit to Parent Indemnitees in satisfaction of indemnifiable Losses equals the Cap, or (z) the date as of which there are no shares of Parent Common Stock remaining in the Stock Deposit.

55

          (e) (i) The Cash Deposit shall be held by the RPS Securityholders Committee as the initial source for effecting the payment and discharge of Shared Liabilities other than those required to be satisfied out of the Stock Deposit. The RPS Securityholders Committee shall, and the Participating Securityholders hereby authorize and direct the RPS Securityholders Committee to, use the Cash Deposit to pay and discharge Shared Liabilities (to the extent not required to be satisfied out of the Stock Deposit) in its discretion. To the extent cash in excess of the Cash Deposit is required to satisfy Shared Liabilities (other than Shared Liabilities required to be satisfied out of the Stock Deposit), the Participating Securityholders shall each pay their respective Proportionate Share of such excess cash to the RPS Securityholders Committee in immediately available funds subject to and in accordance with paragraph (f) of this Section 9.8. Nothing herein shall be construed to release any Participating Securityholder from its responsibility to contribute for Shared Liabilities (other than Shared Liabilities required to be satisfied out of the Stock Deposit) in the event the Cash Deposit is insufficient to pay and discharge in full all such Shared Liabilities.

               (ii) The RPS Securityholders Committee shall hold the Cash Deposit for a period ending on the second anniversary of the Closing Date (the “Initial Term”), or such longer period as the RPS Securityholders Committee deems to be necessary to resolve claims for indemnification pursuant to Section 9.1 of this Agreement which remain outstanding after such date (together with the Initial Term, the “Term”), subject to the terms and conditions of this Agreement.

               (iii) The Cash Deposit shall be held in an account with an institution as determined by the RPS Securityholders Committee. The RPS Securityholders Committee shall have no obligation to invest the Cash Deposit. No interest shall be paid on the Cash Deposit.

               (iv) As promptly as is reasonably practicable after the expiration of the Initial Term, the RPS Securityholders Committee shall return or cause to be returned to the Participating Securityholders, in accordance with their respective Proportionate Shares, the balance of the Cash Deposit, less such portion of the Cash Deposit that the RPS Securityholders Committee determines in good faith to withhold pending resolution of any outstanding claims relating to Shared Liabilities. The RPS Securityholders Committee shall return to the Participating Securityholders (in accordance with their respective Proportionate Shares) the balance, if any, of any portion of the Cash Deposit withheld in respect of outstanding claims, as promptly as reasonably practicable after all such claims have been fully and finally resolved.

          (f) Whenever any amount shall be due and payable by any Participating Securityholder under this Agreement, the RPS Securityholders Committee shall promptly send notice thereof in writing, by facsimile transmission, recognized overnight delivery service, regular mail, electronic mail or hand delivery, to such Participating Securityholder at the address for such Participating Securityholder as set forth in his, her or its Letter of Transmittal, or such other address as such Participating Securityholder shall specify in a written notice given to the RPS Securityholders Committee in accordance with Section 10.1. Each such notice shall specify the aggregate amount of the applicable Shared Liabilities and the portion thereof payable by the Participating Securityholder. Each Participating Securityholder shall pay, in accordance with the payment instructions contained in such notice, to the RPS Securityholders Committee within five

56

(5) days after receipt of said notice the amount specified to be paid by such Participating Securityholder in said notice.

          (g) The RPS Securityholders Committee shall have no liability to any RPS Securityholders for any acts or omissions of the RPS Securityholders Representative Committee in connection with this Section 9.8, except to the extent expressly provided in Section 6.11.

          (h) The provisions of this Section 9.8 are intended solely to govern certain agreements among the RPS Securityholders and between the RPS Securityholders and the RPS Securityholders Committee. Nothing in this Section 9.8 shall be construed to limit in any way any of the obligations or liabilities of any RPS Securityholder under any other Section of this Agreement or any other Ancillary Document. Other than delivering the Cash Deposit to the RPS Securityholders Committee and the Stock Deposit to the Escrow Agent pursuant to Section 9.8(b), or taking such other actions as reasonably directed in writing by the RPS Securityholders Committee, Parent and Merger Sub shall have no liability or obligation of any kind under this Section 9.8.

Article X.
General Provisions

     Section 10.1 Notices. All notices and other communications given or made pursuant to this Agreement must be in writing and will be deemed to have been duly given upon (i) personal delivery by hand; (ii) a transmitter’s confirmation of receipt of a facsimile transmission; (iii) the next business day following deposit with a nationally recognized overnight courier; or (iv) the expiration of five (5) business days after the date mailed by registered or certified mail (postage prepaid, return receipt requested), to the parties at the following addresses (or at such other address as such party may have specified by written notice given pursuant to this provision):

If to Parent or Merger Sub, to:	If to Target, to:
Cross Shore Acquisition Corporation	ReSearch Pharmaceutical Services, Inc.
222 West Adams Street, Suite 1000	520 Virginia Drive
Chicago, IL 60606	Ft. Washington, PA 19034
Attention: Dennis M. Smith, CEO	Attention: Daniel M. Perlman, CEO
Facsimile: (312) 795-0455	Facsimile: (484) 533-2828
with a copy to:	with a copy to:
McDermott Will & Emery LLP	Drinker Biddle & Reath LLP
227 West Monroe Street	One Logan Square, 18th and Cherry Streets
Chicago, IL 60606	Philadelphia, PA 19103
Attention: Brooks B. Gruemmer	Attention: Stephen T. Burdumy
Facsimile: (312) 984-7700	Facsimile: (215) 988-2757
If to the RPS Securityholders or the RPS Securityholders Committee, to:	A copy shall also be provided to: Olshan Grundman Frome Rosenzweig &
Daniel M. Perlman	Wolosky LLP

57

c/o ReSearch Pharmaceutical Services, Inc.	Park Avenue Tower
520 Virginia Drive	65 East 55th Street
Ft. Washington, PA 19034	New York, NY 10022
Facsimile: (484) 533-2828	Attention: David J. Adler
	Facsimile: (212) 451-2222
and
Daniel Raynor
c/o The Argentum Group
60 Madison Avenue
New York, NY 10010
Facsimile: (212) 949-8294
with a copy to:
Drinker Biddle & Reath LLP
One Logan Square, 18th and Cherry Streets
Philadelphia, PA 19103
Attention: Stephen T. Burdumy
Facsimile: (215) 988-2757

     Section 10.2 Definitions. The following terms, as used herein, shall have the following meanings:

     “Accrued Dividends” has the meaning set forth in Section 2.1(e).

     “Acquisition Proposal” means any inquiry, proposal or offer from any Person relating to any (i) merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution, extraordinary dividend or similar transaction or series of transactions involving Target or Parent; (ii) sale, lease or other transfer, directly or indirectly by merger, share exchange, consolidation, business combination, liquidation, dissolution, extraordinary dividend, joint venture or similar transaction or series of transactions, of twenty percent (20%) or more of Target’s or Parent’s assets or properties; (iii) issuance, sale or other disposition (including by way of merger, consolidation, business combination, share exchange, joint venture or any similar transaction) of securities (or options, rights or warrants to purchase, or securities convertible into (except for outstanding securities) or exchangeable for such securities) representing ten percent (10%) or more of the Target Capital Stock or Parent’s Capital Stock; (iv) tender offer, exchange offer or similar transaction that if consummated would result in any Person acquiring beneficial ownership, or the right to acquire beneficial ownership, or formation of any group that beneficially owns or has the right to acquire beneficial ownership, of ten percent (10%) or more of the outstanding Target Capital Stock or Parent’s Capital Stock; or (v) any combination of the foregoing, other than as provided under this Agreement; provided, however, that neither the Merger nor any proposal or transaction otherwise permitted by this Agreement shall constitute an Acquisition Proposal.

     “Admission” means the admission of the issued and to be issued Parent Capital Stock and Parent Warrants to trading on the AIM becoming effective within the meaning of the AIM Rules.

58

     “Affidavit of Loss” has the meaning set forth in Section 2.3(d).

     “Affiliate” means, with respect to any Person: (i) if such Person is a natural Person, a spouse of such Person, or any child or parent of such Person; or (ii) if such Person is not a natural Person, any director or officer of such Person and any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such Person.

     “Agreement” means this Agreement and Plan of Merger and shall include the Target Disclosure Letter and Parent Disclosure Letter and the Exhibits attached hereto.

     “AIM” means the Alternative Investment Market, a market operated and regulated by the Exchange.

     “AIM Notification” has the meaning set forth in Section 6.3(a)(i).

     “AIM Rules” means the rules of the Exchange governing admission to, and the operation of, the AIM, as promulgated by the Exchange from time to time.

     “Ancillary Documents” means the Parent Documents, the Target Documents, the Management Employment Agreements, the Service Agreements, the Registration Rights Agreement, the Introduction Agreement and any other documents contemplated hereby or thereby.

     “Application” means the application made by or on behalf of Parent for Admission in the form prescribed by the Exchange.

     “Approvals” means any approval, consent, license, permit, franchise, waiver, order, authorization, registration, declaration or other confirmation of or by, or filing or registration with or notification to, a Person.

     “Basket” has the meaning set forth in Section 9.5.

     “Board Proposal” has the meaning set forth in Section 6.15.

     “Cap” has the meaning set forth in Section 9.5.

     “Cash Contribution” has the meaning set forth in Section 9.8(b).

     “Cash Deposit” means the aggregate amount of the Cash Contributions.

     “Certificate” means a certificate or instrument which, immediately prior to the Effective Time, evidenced shares of Target Common Stock or Target Preferred Stock or Target Warrants.

     “Certificate of Merger” has the meaning set forth in Section 1.2.

     “Charter Amendment” means the Amendment to the Second Restated Certificate of Incorporation of Cross Shore Acquisition Corporation substantially in the form attached hereto as Exhibit E.

59

     “Claim” means any action, charge, complaint, claim, dispute, proceeding, suit, arbitration hearing, litigation, audit or investigation (whether civil, criminal, administrative, judicial or investigative), or any appeal therefrom.

     “Cleanup” means all actions required to: (i) cleanup, remove, treat or remediate Hazardous Materials in the environment; (ii) prevent the Release of Hazardous Materials so that they do not migrate, endanger or threaten to endanger public health or welfare or the environment; (iii) perform pre-remedial studies and investigations and post-remedial monitoring and care; or (iv) respond to any government requests for information or documents in any way relating to investigation, cleanup, removal, treatment or remediation or potential cleanup, removal, treatment or remediation of Hazardous Materials in the environment.

     “Closing” has the meaning set forth in Section 1.2.

     “Closing Date” has the meaning set forth in Section 1.2.

     “Closing Payments” means (i) the cash portion of the Merger Consideration payable to the RPS Securityholders hereunder, (ii) all Accrued Dividends payable to holders of the Target Preferred Stock, (iii) the principal amount outstanding under that certain 13% Senior Subordinated Note due December 31, 2008, as amended, issued by Target to Merion Investment Partners, L.P., (iv) all costs, fees and expenses incurred or accrued by Parent prior to Closing in connection with this Agreement and the completion of the transactions contemplated hereby, and (v) the consideration payable to holders of Parent Common Stock who exercise their repurchase rights provided under Parent’s certificate of incorporation.

     “Code” means the United States Internal Revenue Code of 1986, as amended.

     “Confidentiality Agreement” has the meaning set forth in Section 6.7(b).

     “Copyrights” means any copyrights in both published and unpublished works, whether or not registered, including without limitation all compilations, databases and computer programs, source code, object code, manuals and other documentation, any moral rights and rights of attribution and integrity, the content contained on any web site, registrations and applications for any of the foregoing, and all derivatives, translations, adaptations and combinations of the above, and the right to sue for past infringement thereof.

     “Cross Shore Dividend” has the meaning set forth in Section 6.20.

     “Delivery Requirements” has the meaning set forth in Section 2.3(a).

     “Deposit” has the meaning set forth in Section 9.8(b).

     “Disregarded Losses” has the meaning set forth in Section 9.5(a).

     “Dissenting Shares” has the meaning set forth in Section 2.2(a).

     “Effective Date” has the meaning set forth in Section 10.17.

60

     “Effective Time” has the meaning set forth in Section 1.2.

     “Environmental Claim” means any Claim, investigation or notice (written or oral) by any Person alleging potential Liability (including potential Liability for investigatory costs, Cleanup costs, governmental response costs, natural resources damages, property damages, personal injuries, or penalties) arising out of, based on or resulting from: (i) the presence, Release or threatened Release of any Hazardous Materials at any location, whether or not owned or operated by Target; or (ii) circumstances forming the basis of any violation, or alleged violation, of any Environmental Law.

     “Environmental Laws” means all federal, state, local and foreign Laws, regulations ordinances, codes, rules, licenses, permits, authorizations, decisions, orders, injunctions, decrees, or rules of common law, and any judicial interpretations of any of the foregoing, relating to pollution or protection of human health or the environment (including but not limited to ground, surface and subsurface strata, soil, indoor and outdoor air, groundwater, surface water, storm water, sediment, wetlands, building surfaces, noise pollution or contamination, and underground or above ground tanks), natural resources, worker health and safety and Releases or threatened Releases of Hazardous Materials or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials and all Laws with regard to recordkeeping, notification, disclosure and reporting requirements respecting Hazardous Materials, and all Laws relating to endangered or threatened species of fish, wildlife and plants and the management or use of natural resources.

     “Equitable Limitations” has the meaning set forth in Section 3.3(a).

     “ERISA” has the meaning set forth in Section 3.22(a).

     “ERISA Affiliate” has the meaning set forth in Section 3.22(a).

     “Escrow Agent” means Sovereign Bank or such other Person selected by mutual agreement of Parent and the RPS Securityholders Committee to serve as escrow agent under the Escrow Agreement.

     “Escrow Agreement” has the meaning set forth in Section 7.1(h).

     “Excess Cash” means the amount by which Net Parent Cash exceeds Target Closing Cash minus the aggregate amount of any Target Optionholder Merger Consideration paid or payable to Exercising Target Optionholders.

     “Exchange” means the London Stock Exchange plc.

     “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

     “Exercising Target Optionholder” means any holder of a Target Option that exercises such Target Option after the execution of this Agreement but prior to the Closing.

61

     “Existing Parent Stockholders” means the holders of the shares of Parent Common Stock issued in the initial public offering thereof on the AIM, which shares shall, for the avoidance of doubt, exclude all Founders Shares.

     “Expenses” includes all reasonable out of pocket expenses (including, without limitation, all fees and expenses of counsel, accountants, investment bankers, experts and consultants to a party hereto and its affiliates) incurred by a party or on its behalf in connection with or related to the authorization, preparation, negotiation, execution and performance of this Agreement and the transactions contemplated hereby, including the preparation, printing, filing and mailing of the Readmission Document and the solicitation of stockholder Approvals and all other matters related to the transaction contemplated hereto.

     “Founders Shares” means the shares of Parent Capital Stock outstanding as of immediately prior to the initial public offering of Parent’s securities, including the 1,805,387 shares owned by CSA I, LLC, the 902,693 shares owned by CSA II, LLC, the 1,330,710 shares owned by CSA III, LLC, and the 93,333 shares owned by Stephen Stonefield, the 46,666 shares owned by Jon Burgman, and the 487,878 shares owned by Sunrise Securities Corp.

     “FSMA” means the United Kingdom Financial Services and Markets Act of 2000.

     “GAAP” means United States generally accepted accounting principles, consistently applied.

     “Governmental Authority” means any United States or non-U.S. federal, state, local or other governmental, administrative or regulatory authority, body, agency, court, tribunal or similar entity.

     “Hazardous Materials” means all substances defined as “Hazardous Substances”, “Oils”, “Pollutants” or “Contaminants” in the National Oil and Hazardous Substances Pollution Contingency Plan, 40 C.F.R. § 300.5, all substances defined as such by, or regulated as such under, any Environmental Law, polychlorinated biphenyls, medical wastes, asbestos and asbestos containing materials, urea formaldehyde insulation and toxic mold or fungus of any kind or species or which cause contamination or a nuisance on the Real Property or any adjacent property or a hazard to the environment or to the health or safety of persons on the Real Property.

     “HIPAA” means the Administrative Simplification provisions of the Health Insurance Portability and Accountability Act of 1996, and their implementing regulations.

     “Indemnified Party” has the meaning set forth in Section 9.6(a).

     “Indemnifying Party” has the meaning set forth in Section 9.6(a).

     “Individual Liabilities” has the meaning set forth in Section 9.8(a).

     “Information and Offering Memorandum” means the information and offering memorandum relating to the transactions contemplated hereby, as defined in Section 6.4(a).

     “Initial Term” has the meaning set forth in Section 9.8(e)(ii).

62

     “Intellectual Property” means all Copyrights, Patents, Trademarks, Trade Secrets and Software.

     “Interim Period” has the meaning set forth in Section 6.1.

     “Interim Unaudited Financial Information” has the meaning set forth in Section 6.12.

     “Introduction Agreement” means the Introduction Agreement relating to Cross Shore Acquisition Corporation substantially in the form attached hereto as Exhibit F.

     “IPO Shares” has the meaning set forth in Section 5.3(b).

     “IRS” means the Internal Revenue Service.

     “Knowledge” and “known” and words of similar import mean: (i) Target will be deemed to have “Knowledge” of a particular matter, and the particular matter will be deemed to be “known” by Target, if Daniel M. Perlman, Harris Koffer or Steven Bell has actual knowledge of such matter or would reasonably be expected to have knowledge of such matter following reasonable inquiry of the appropriate directors and officers of Target and its Subsidiaries; and (ii) Parent will be deemed to have “Knowledge” of a particular matter, and the particular matter will be deemed to be “known” by Parent, if Dennis M. Smith or Edward V. Yang has actual knowledge of such matter or would reasonably be expected to have knowledge of such matter following reasonable inquiry of the appropriate employees and agents of Parent.

     “Law” means any non-U.S. or United States federal, state or local law, statute, rule, regulation, ordinance, standard, requirement, administrative ruling, order or process (including any zoning or land use law or ordinance, building code, Environmental Law, securities, stock exchange, blue sky, civil rights, employment, labor or occupational health and safety law or regulation, the Graham-Leach-Bliley Act, HIPAA and any law or regulation governing research (including research involving human subjects), or any law, order, rule or regulation applicable to federal contractors) or administrative interpretation thereof, and any court, or arbitrator’s order or process.

     “Letter of Transmittal” has the meaning set forth in Section 2.3(a).

     “Liability” means any debt, liability, commitment or obligation of any kind, character or nature whatsoever, whether known or unknown, direct or indirect, secured or unsecured, fixed, absolute, accrued, contingent or otherwise, and whether due or to become due.

     “Lien” means any lien, statutory lien, pledge, mortgage, security interest, charge, encumbrance, easement, right of way, covenant, claim, restriction, right, option, conditional sale or other title retention agreement of any kind or nature.

     “Lockup Agreement” means a Lock-In Deed Relating to Common Shares and Warrants of Cross Shore Acquisition Corporation among Arbuthnot Securities Limited, Parent, each of the Persons listed in Schedule 6.18, substantially in the form attached hereto as Exhibit G.

     “Losses” has the meaning set forth in Section 9.1.

63

     “Management Employment Agreements” means the Employment Agreements between Parent and each of Daniel M. Perlman, Harris Koffer and Steven Bell, in form and substance mutually agreed upon by Parent, Target and each such individual.

     “Material Employment Agreements” has the meaning set forth in Section 3.15(a).

     “Merger” has the meaning set forth in the Recitals.

     “Merger Consideration” means, collectively, the Per Share Merger Consideration, the Warrant Per Share Merger Consideration, the Perlman Per Share Merger Consideration and the Target Optionholder Merger Consideration to be paid or issued to the RPS Securityholders pursuant to this Agreement.

     “Merger Sub” has the meaning set forth in the Preamble.

     “Merger Sub Two” means ReSearch Pharmaceutical Services, LLC, a Delaware limited liability company.

     “Net Parent Cash” means the amount of cash held by Parent after payment of, or provision for payment of, the Closing Payments.

     “New Parent Warrant” means a warrant to purchase shares of Parent Common Stock substantially in the form attached hereto as Exhibit H.

     “Option Termination and Conversion” has the meaning set forth in Section 2.1(f).

     “Original Offering Circular” means the Offering Circular of Parent dated April 24, 2006.

     “Other Filings” means any filings, other than filings required under the Readmission Document, with any Governmental Authority, necessary to effect the Merger or otherwise necessary to comply with securities Laws.

     “PABCL” has the meaning set forth in the Recitals.

     “Parent” has the meaning set forth in the Preamble.

     “Parent Board” means the board of directors of Parent.

     “Parent Capital Stock” means the Parent Common Stock and the Parent Preferred Stock.

     “Parent Common Stock” means the Common Stock, par value $0.0001 per share, of Parent.

     “Parent Disclosure Letter” has the meaning set forth in the Preamble to Article V.

     “Parent Documents” has the meaning set forth in Section 5.3(a).

     “Parent Financial Statements” has the meaning set forth in Section 5.8(a).

64

     “Parent Governing Documents” has the meaning set forth in Section 5.2.

     “Parent Indemnitees” has the meaning set forth in Section 9.1.

     “Parent Indemnitors” has the meaning set forth in Section 9.3.

     “Parent Material Adverse Effect” means: (i) any event, circumstance or occurrence that has resulted in, or would reasonably be expected to result in, a material adverse effect on the business, operations, properties, tangible assets, condition (financial or otherwise) or results of operations of Parent and Merger Sub, taken as a whole; or (ii) any event, circumstance or occurrence that prevents or materially delays, or would reasonably be expected to prevent or materially delay, the ability of Parent or Merger Sub to consummate the Merger.

     “Parent Merger Securities” means, collectively, the shares of Parent Common Stock and the New Parent Warrants to be issued in the Merger to the RPS Securityholders.

     “Parent Option” means an option to purchase Parent Common Stock granted pursuant to the Parent Option Plan.

     “Parent Option Plan” means the ReSearch Pharmaceutical Services, Inc. 2007 Equity Incentive Plan substantially in the form attached hereto as Exhibit I.

     “Parent Preferred Stock” means the Preferred Stock, par value $0.0001 per share, of Parent.

     “Parent Representatives” has the meaning set forth in Section 6.7(a).

     “Parent Stockholder” means a holder of Parent Common Stock.

     “Parent Stockholder Approval” has the meaning set forth in Section 6.3(a)(ii).

     “Parent Stockholders’ Meeting” means the meeting of the Parent Stockholders duly called and held for the purpose of obtaining the Parent Stockholder Approval.

     “Parent Warrants” means the warrants of Parent described in the Original Offering Circular.

     “Participating Securityholder(s)” has the meaning set forth in Section 9.8(a).

     “Patents” means all patents, patent applications of any kind, patent rights, inventions, industrial designs, discoveries and invention disclosures (whether or not patented), including any continuations, divisionals, continuations-in-part, renewals, reissues and applications for any of the foregoing, and the right to sue for past infringement thereof.

     “Permitted Liens” means with respect to any Person (i) such imperfections of title, easements, encumbrances or restrictions which do not materially impair the current use of such Person’s or any of its Subsidiary’s assets, (ii) materialmen’s, mechanics’, carriers’, workmen’s, warehousemen’s, repairmen’s and other like Liens arising in the ordinary course of business, or

65

deposits to obtain the release of such Liens, (iii) Liens for Taxes not yet due and payable, or being contested in good faith, and (iv) purchase money Liens incurred in the ordinary course of business.

     “Person” means any individual, partnership, corporation, limited liability company, association, business trust, joint venture, governmental entity, business entity or other entity of any kind or nature, including any business unit of such Person.

     “Per Share Merger Consideration” means, for each share of Target Common Stock and Target Preferred Stock held by an RPS Securityholder (other than Daniel M. Perlman), (i) $3.80 in cash, (ii) 1.0472 fully paid and non-assessable shares of Parent Common Stock and (iii) 1.5900 New Parent Warrants.

     “Perlman Per Share Merger Consideration” means, for each share of Target Common Stock held by Daniel M. Perlman, (i) $2.00 in cash, (ii) 1.4960 fully paid and non-assessable shares of Parent Common Stock and (iii) 2.2700 New Parent Warrants.

     “Proportionate Share” means, as to each RPS Securityholder, his, her or its proportionate share of the aggregate value of the cash and Parent Merger Securities payable to the RPS Securityholders as Merger Consideration (assuming satisfaction of the Delivery Requirements).

     “Readmission Document” has the meaning set forth in Section 6.3(a)(ii).

     “Real Property” has the meaning set forth in Section 3.14(c).

     “Registration Rights Agreement” means the Registration Rights Agreement between Parent and the RPS Securityholders Committee substantially in the form attached hereto as Exhibit J.

     “Release” means any release, spill, emission, discharge, leaking, pumping, injection, deposit, disposal, dispersal, leaching or migration into the environment (including but not limited to ground, surface and subsurface strata, soil, indoor and outdoor air, groundwater, surface water, storm water, sediment, wetlands, building surfaces, noise pollution or contamination, and underground or above ground tanks) or into or out of any property, including the movement of Hazardous Materials through or in the air, soil, surface water, storm water, groundwater or property.

     “Released Claims” has the meaning set forth in Section 6.16.

     “Released Parties” has the meaning set forth in Section 6.16.

     “Releasors” has the meaning set forth in Section 6.16.

     “Representatives” has the meaning set forth in Section 6.7(a).

     “RPS Securityholder” means a holder of Target Common Stock, Target Preferred Stock or Target Warrants or an Exercising Target Optionholder.

66

     “RPS Securityholders Committee” has the meaning set forth in the Preamble.

     “Second Merger” has the meaning set forth in the Recitals.

     “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

     “Service Agreements” means the Service Agreements between Parent and each of Dennis M. Smith and Edward V. Yang, in form and substance mutually agreed upon by Parent, Target and each such individual.

     “Shared Liabilities” has the meaning set forth in Section 9.8(a).

     “Share Escrow Agreement” means that certain Share Escrow Agreement, dated as of April 24, 2006, among Parent, Collins Stewart Limited, Dennis M. Smith, Edward V. Yang and certain other stockholders of Parent.

     “Software” means all computer software (including source code, executable code, data, databases and related documentation).

     “Stock Deposit” has the meaning set forth in Section 9.8(b).

     “Subsidiary” when used with respect to any Person means any other Person, whether incorporated or unincorporated, of which (i) more than fifty percent (50%) of the securities or other ownership interests are owned by the first Person; (ii) securities or other interests having by their terms ordinary voting power to elect more than fifty percent (50%) of the board of directors or others performing similar functions with respect to the second Person are directly owned or controlled by the first Person or by any one or more of its Subsidiaries; or (iii) the first Person or any of its Subsidiaries is the general or managing partner (excluding partnerships of which the general or managing partnership interests held by such first Person or any of its Subsidiaries do not have at least fifty percent (50%) of the voting interest).

     “Subsidiary Benefit Plans” means, collectively, each deferred compensation, bonus, incentive compensation, stock purchase, stock option and other equity or equity-based compensation plan, program, agreement or arrangement; each separation or termination pay, medical, surgical, hospitalization or life insurance plan fund or program, each profit-sharing, stock bonus, pension or other material employee benefit plan, fund, program, agreement or arrangement, in each case, that is, or was within the past six (6) years, sponsored, maintained or contributed to or required to be contributed to by any of Target’s Subsidiaries or to which any of Target’s Subsidiaries is party, whether written or oral, for the benefit of any current or former employee, officer, director or consultant of any of Target’s Subsidiaries.

     “Subsidiary Governing Documents” has the meaning set forth in Section 3.2.

     “Surviving Corporation” has the meaning set forth in Section 1.1.

     “Target” has the meaning set forth in the Preamble.

67

     “Target Approvals and Permits” has the meaning set forth in Section 3.12.

     “Target Benefit Plans” has the meaning set forth in Section 3.22(a).

     “Target Board” means the board of directors of Target.

     “Target Capital Stock” means the Target Common Stock and the Target Preferred Stock.

     “Target Closing Cash” means $30,000,000 minus one-half of the aggregate amount of any Target Optionholder Merger Consideration paid or payable to Exercising Target Optionholders.

     “Target Common Stock” means the Common Stock, no par value, of Target.

     “Target Copyrights” has the meaning set forth in Section 3.16.

     “Target Disclosure Letter” has the meaning set forth in the Preamble to Article III.

     “Target Documents” has the meaning set forth in Section 3.3(a).

     “Target Executive Team” means Daniel M. Perlman, Harris Koffer, Steven Bell, Joseph Arcangelo, Janet Brennan and Samir Shah.

     “Target Financial Statements” has the meaning set forth in Section 3.8(a).

     “Target Governing Documents” has the meaning set forth in Section 3.2.

     “Target Indemnitees” has the meaning set forth in Section 9.3.

     “Target Indemnitors” has the meaning set forth in Section 9.1.

     “Target Insurance Policies” has the meaning set forth in Section 3.20.

     “Target Intellectual Property” has the meaning set forth in Section 3.16.

     “Target Investor Warrants” means the warrants to purchase an aggregate of 280,000 shares of Target Common Stock at an exercise price of $0.66 per share.

     “Target IP Licenses” has the meaning set forth in Section 3.16.

     “Target Management Bonus” has the meaning set forth in Section 6.1(b).

     “Target Material Adverse Effect” means: any event, circumstance or occurrence that has resulted in, or would reasonably be expected to result in, a material adverse effect on (i) the business, operations, properties, tangible assets, condition (financial or otherwise) or results of operations of Target, taken as a whole, or the ability of Merger Sub Two to conduct the operations of the business after the Second Merger in substantially the same manner as it was conducted prior to the date hereof; or (ii) any event, circumstance or occurrence that prevents or

68

materially delays, or would reasonably be expected to prevent or materially delay, the ability of Target to consummate the Merger.

     “Target Optionholder Merger Consideration” means $8.00 in cash for each Target Option Share.

     “Target Option Plan” means the ReSearch Pharmaceutical Services, Inc. 2002 Equity Incentive Plan effective as of June 6, 2002.

     “Target Options” means all options to purchase Target Common Stock granted pursuant to the Target Option Plan.

     “Target Option Share” means each share of Target Common Stock acquired pursuant to the exercise of a Target Option held by an Exercising Target Optionholder after the execution of this Agreement but prior to the Closing.

     “Target Patents” has the meaning set forth in Section 3.16.

     “Target Preferred Stock” means the Target Series A Preferred Stock and the Target Series B Preferred Stock.

     “Target Scheduled Contracts” has the meaning set forth in Section 3.15(a).

     “Target Series A Preferred Stock” means the Series A 8% Convertible Preferred Stock, no par value, of Target.

     “Target Series B Preferred Stock” means the Series B 8% Convertible Preferred Stock, no par value, of Target.

     “Target Shareholder Agreement” means that certain Stock Purchase and Holders Agreement, dated as of May 2, 2001, by and among Target and certain of its shareholders.

     “Target Shareholder Approval” has the meaning set forth in Section 3.3(c).

     “Target Shareholders” means, collectively, the holders of the Target Capital Stock.

     “Target Software” has the meaning set forth in Section 3.16.

     “Target Sub-Debt Warrants” means the warrants to purchase an aggregate of 705,715 shares of Target Common Stock at an exercise price of $0.01 per share.

     “Target Trademarks” has the meaning set forth in Section 3.16.

     “Target Trade Secrets” means all Trade Secrets owned or used by or held for use by Target or any of its Subsidiaries.

     “Target Warrants” means the Target Investor Warrants and the Target Sub-Debt Warrants.

69

     “Tax Return” means any U.S. federal, state, local or foreign return, declaration, report, claim for refund, amended return, declaration of estimated Tax or information return or statement relating to Taxes, and any schedule, exhibit, attachment or other materials submitted with any of the foregoing, and any amendment thereto.

     “Tax” or “Taxes” means any U.S. federal, state, local or foreign net or gross income, gross receipts, sales, use, ad valorem, transfer, franchise, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium, personal property, real property, capital stock, profits, social security (or similar), unemployment, disability, registration, value added, estimated, alternative or add-on minimum taxes or other taxes, fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental authority, whether as a primary obligor or as a result of being a “transferee” (within the meaning of Section 6901 of the Code or any other applicable law) of another person or a member of an affiliated, consolidated, unitary or combined group.

     “Tax Law” means the Law (including any applicable regulations or any administrative pronouncement) of any Governmental Authority relating to any Tax.

     “Term” has the meaning set forth in Section 9.8(e)(ii).

     “Third Party IP Rights” has the meaning set forth in Section 3.16(c).

     “Threshold” has the meaning set forth in Section 9.5.

     “Trade Secrets” means any and all forms and types of trade secrets and other confidential or proprietary information, technology, know-how, information, research in progress, knowledge, methods, methodologies, inventions, proprietary processes, formulae, algorithms, data, designs, drawings, diagrams, schematics, blueprints, flow charts, source code, models, strategies, prototypes, techniques, benchmark data, testing procedures and testing results, in each case which are not publicly known.

     “Trademarks” means all trademarks, service marks, trade names, Internet domain names, designs, logos, emblems, signs or insignia, slogans, and other similar designations of source or origin general intangibles of like nature, together with all goodwill symbolized by any of the foregoing, registrations and applications for any of the foregoing, and the right to sue for past infringement thereof.

     “Trust Agreement” means that certain Investment Management Agreement, dated as of April 24, 2006, between Parent and the Trustee.

     “Trustee” means Continental Stock Transfer and Trust Company.

     “Trust Fund” has the meaning set forth in Section 10.10.

     “Trust Fund Claim” has the meaning set forth in Section 10.10.

70

     “Warrant Per Share Merger Consideration” means, for each share of Target Common Stock for which a Target Warrant is exercisable, (i) $3.80 in cash less the applicable exercise price payable for such share of Target Common Stock under the Target Warrant, (ii) 1.0472 fully paid and non-assessable shares of Parent Common Stock and (iii) 1.5900 New Parent Warrants.

     Section 10.3 Accounting Terms. All accounting terms not specifically defined in this Agreement shall be construed in accordance with GAAP consistently applied.

     Section 10.4 Construction and Interpretation. When a reference is made in this Agreement to a section, article, paragraph, exhibit or schedule, such reference is to the indicated section, article, paragraph, exhibit or schedule of or to this Agreement, unless otherwise specified or unless the context clearly requires otherwise. Whenever the word “include,” “includes” or “including” is used in this Agreement it shall be deemed to be followed by the words “without limitation” and shall not be deemed to constitute a limitation of any term or provision contained herein. The words “hereof,” “herein,” “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement. The term “or” shall not be interpreted as excluding any of the items described. The singular or plural of any defined term shall have a meaning correlative to such defined term, and words denoting any gender shall include all genders and the neuter. Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning. A reference to any party to this Agreement or any other agreement or document shall include such party’s successors and permitted assigns. Each party acknowledges that it and its legal counsel have reviewed and revised this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party will not be employed in the interpretation of this Agreement. No prior draft of this Agreement or any course of performance or course of dealing will be used in the interpretation or construction of this Agreement.

     Section 10.5 Descriptive Headings. The article and section headings and the table of contents contained in this Agreement are solely for the purpose of reference, are not part of the agreement of the parties and shall not in any way affect the meaning or interpretation of this Agreement.

     Section 10.6 Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, each of which shall remain in full force and effect, so long as the economic or legal substance of the transactions contemplated by this Agreement is not affected in a manner materially adverse to any party. If the final judgment of a court of competent jurisdiction or other authority declares that any term or provision hereof is invalid, void or unenforceable, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the extent possible. If the parties cannot agree upon such a modification within a reasonable time, the parties agree that the court or authority making such determination shall have the power to and shall, subject to the discretion of such court, reduce the scope, duration, area or applicability of such term or provision to delete specific words or phrases, or to replace any invalid, void or unenforceable term or provision with a term or

71

provision that is valid and enforceable and that comes closest to expressing the intention of the invalid, void or unenforceable term or provision.

     Section 10.7 Entire Agreement. This Agreement (together with the Ancillary Documents, the Exhibits hereto, the Parent Disclosure Letter, the Target Disclosure Letter and the other documents delivered pursuant hereto) contains the entire understanding of the parties relating to the subject matter hereof and supersedes all prior written or oral and all contemporaneous oral agreements and understandings relating to the subject matter hereof. The Exhibits and recitals to this Agreement, the Parent Disclosure Letter and the Target Disclosure Letter are hereby incorporated by reference into and made a part of this Agreement for all purposes.

     Section 10.8 Assignment; Binding Effect. Neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned or delegated by any of the parties hereto (whether by operation of Law or otherwise) without the prior written consent of the other parties. Subject to the preceding sentence, this Agreement will be binding upon and will inure to the benefit of the parties hereto and their respective successors and permitted assigns. Notwithstanding anything contained in this Agreement to the contrary, nothing in this Agreement, expressed or implied, is intended to confer on any Person other than the parties or their respective successors and permitted assigns any rights, benefits, remedies, obligations or liabilities under or by reason of this Agreement.

     Section 10.9 Enforcement. The parties hereby acknowledge and agree that the failure of any party to perform its agreements and covenants hereunder in accordance with their specific terms, including its failure to take all required actions on its part necessary to consummate the Merger and the other transactions contemplated hereby, will cause irreparable injury to the other parties for which damages, even if available, will not be an adequate remedy. Accordingly, each party hereby consents (i) to the issuance of injunctive relief by any court of competent jurisdiction to compel performance of such party’s obligations and to prevent breaches of this Agreement; and (ii) to the granting by any court of competent jurisdiction of the remedy of specific performance of its obligations hereunder, this being in addition to any other remedy to which such party is entitled at law or in equity. Unless otherwise expressly stated in this Agreement, no right or remedy described or provided in this Agreement or otherwise conferred upon or reserved to any party is intended to be exclusive or to preclude a party from pursuing other rights and remedies to the extent available under this Agreement, at law or in equity, and the same will be distinct, separate and cumulative and may be exercised from time to time as often as occasion may arise or as such party may deem expedient. If any party to this Agreement seeks to enforce its rights under this Agreement and attorneys’ fees or other costs are incurred to secure performance of any obligations hereunder, or to establish damages for the breach thereof or to obtain any other appropriate relief, or to defend against any of the foregoing actions, the prevailing party will be entitled to recover all costs and expenses incurred in connection therewith, including without limitation all reasonable attorneys’ fees.

     Section 10.10 No Recourse Against CSA Trust. Each of Target, the RPS Securityholders and the RPS Securityholders Committee acknowledges that Parent has established a trust fund for the benefit of the Parent Stockholders (the “Trust Fund”), that the Trust Fund exists only for the benefit of the Parent Stockholders and that any monies held in the

72

Trust Fund may be disbursed only: (i) to the Parent Stockholders in the event of the liquidation of Parent (or certain other events); or (ii) to Parent in connection with certain business transactions. Each of Target, the RPS Securityholders and the RPS Securityholders Committee agrees that neither Target, the RPS Securityholders, the RPS Securityholders Committee, any of Target’s Subsidiaries or Affiliates, any Target Shareholder or any Target Representative will have any right, title, interest or Claim of any kind whatsoever in or to any monies held in the Trust Fund (each, a “Trust Fund Claim”), and hereby waives, on its behalf and on behalf of each of its Subsidiaries and Affiliates, the Target Shareholders and each of the Target Representatives, any Trust Fund Claim that it or any of them now have or, subject to the proviso below, may have in the future as a result of or arising out of this Agreement or any of the transactions contemplated hereby, including without limitation the Merger and any Claim under Article IX, and Target hereby agrees, on its behalf and on behalf of each of its Subsidiaries and Affiliates and each of the RPS Securityholders, that neither Target nor any of them will seek recourse against any the Trust Fund for any reason whatsoever, provided, however, that nothing contained herein shall prevent Target, Target Representatives or the RPS Securityholders from filing a legal action against Parent and seeking to recover damages from Parent, including without limitation, against the Trust Fund proceeds, once such proceeds are no longer held in trust.

     Section 10.11 Termination of Target Shareholder Agreement. Target, the RPS Securityholders and the RPS Securityholders Committee hereby agree that effective as of the Closing the Target Shareholder Agreement shall automatically be terminated and shall be of no further force or effect. From and after the Closing no RPS Securityholder shall have any rights or claims under or pursuant to the Target Shareholder Agreement whether related to any acts, omissions or circumstances occurring before or after the Closing.

     Section 10.12 Governing Law. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE SUBSTANTIVE LAWS OF THE STATE OF DELAWARE, (AND, TO THE EXTENT APPLICABLE FEDERAL LAW) WITHOUT GIVING EFFECT TO ANY CONFLICTS OF LAW RULE OR PRINCIPLE THAT MIGHT RESULT IN THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

     Section 10.13 Consent to Jurisdiction. Each of the parties hereto (i) consents to submit itself to the personal jurisdiction of any Federal, state or local court located in the State of Delaware in the event any dispute arises out of this Agreement or any of the transactions contemplated hereby; (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; and (iii) agrees that it will not bring any action relating to the Merger, this Agreement or the performance of any duties or transactions contemplated hereby in any court other than a Federal, state or local court sitting in the State of Delaware.

     Section 10.14 Jury Trial Waiver. The parties hereby agree to waive any right to trial by jury with respect to any action or proceeding brought by any party relating to this Agreement or any understandings or prior dealings between the parties hereto. The parties hereby acknowledge and agree that this Agreement constitutes a written consent to waiver of trial by jury pursuant to any applicable state statutes.

73

     Section 10.15 Disclosure. The Target Disclosure Letter and the Parent Disclosure Letter shall be arranged in sections and subsections corresponding to the sections and subsections with respect to which they provide disclosure. Any matter disclosed in any section of the Target Disclosure Letter or the Parent Disclosure Letter shall be considered disclosed for other sections thereof, but only to the extent it is reasonably apparent from a reading of the disclosure that such disclosure is applicable to such other sections and subsections. The provision of monetary or other quantitative thresholds for disclosure does not and shall not be deemed to create or imply a standard of materiality hereunder.

     Section 10.16 Fees Payable by Target and Parent. Schedule 10.16 attached hereto sets forth each fee, commission, bonus or other payment payable by Target and Parent in connection with this Agreement and the transactions contemplated hereby.

     Section 10.17 Counterparts and Effectiveness of Agreement. This Agreement may be executed in one or more counterparts (including by facsimile or portable document format (.pdf)) for the convenience of the parties hereto, each of which will be deemed an original, but all of which together will constitute one and the same instrument. This Agreement shall become effective when and as of the date on which Parent, Merger Sub, Target, the RPS Securityholders Committee and at least one of the RPS Securityholders listed on the signature page hereto shall have executed a counterpart hereof and delivered such counterpart to the RPS Securityholders Committee (the “Effective Date”). At such time, this Agreement shall be binding and enforceable against Parent, Merger Sub, Target, the RPS Securityholders Committee and each RPS Securityholder that has signed a counterpart hereof irrespective of whether any other RPS Securityholder listed on the signature page hereto has executed a counterpart hereof. Any RPS Securityholder counterparts to this Agreement that are delivered subsequently to the Effective Date shall be deemed to have been delivered on, and shall be binding and enforceable against such RPS Securityholder as of, the Effective Date.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

74

     IN WITNESS WHEREOF, Parent, Merger Sub, Target, the RPS Securityholders and the RPS Securityholders Committee have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

PARENT:		TARGET:
CROSS SHORE ACQUISITION CORPORATION		RESEARCH PHARMACEUTICAL SERVICES, INC.
By:	/s/ Dennis M. Smith	By:	/s/ Daniel M. Perlman
Name: Dennis M. Smith		Name: Daniel M. Perlman
Title: Chief Executive Officer		Title: Chief Executive Officer
MERGER SUB:		RPS SECURITYHOLDERS COMMITTEE:
LONGXIA ACQUISITION, INC.		/s/ Daniel M. Perlman
		Daniel M. Perlman
By:	/s/ Dennis M. Smith
Name: Dennis M. Smith
Title: Chief Executive Officer		/s/ Daniel Raynor
		Daniel Raynor
SOLELY FOR PURPOSES OF SECTION 6.18:
CSA I, LLC
By:	/s/ Dennis M. Smith	/s/ Dennis M. Smith
Name: Dennis M. Smith		Dennis M. Smith
Title: Manager
CSA II, LLC
By:	/s/ Dennis M. Smith	/s/ Edward V. Yang
Name: Dennis M. Smith		Edward V. Yang
Title: Manager
CSA III, LLC
By:	/s/ Dennis M. Smith
Name: Dennis M. Smith
Title: Manager

Signature Page of the RPS Securityholders Follows

RPS SECURITYHOLDERS:

/s/ Daniel M. Perlman		Argentum Capital Partners, L.P.
Daniel M. Perlman
		By:	BR Associates, Inc., its General Partner
/s/ Harris Koffer		By:	/s/ Daniel Raynor
Harris Koffer		Name: Daniel Raynor
		Title: Chairman
/s/ Steven Bell
Steven Bell		Argentum Capital Partners II, L.P.
		By:	Argentum Capital Partners II, LLC, its General Partner
/s/ Joseph Arcangelo
Joseph Arcangelo		By:	Argentum Investments, LLC, its Managing Member
		By:	/s/ Daniel Raynor
Merion Investment Partners, L.P.		Name: Daniel Raynor
		Title: Managing Member
By:	Merion Financial Partners, L.P.,
	its General Partner	/s/ Daniel Raynor
		Daniel Raynor
By:	Merion Fund Management, LLC,
	its General Partner	The Productivity Fund IV, L.P.
By:	/s/ William M. Means
Name: William M. Means Title: Managing Partner		By:	First Analysis Management Company IV, L.L.C., its General Partner
		By:	First Analysis Venture Operations and Research, L.L.C., Managing Member
		By:	First Analysis Corp., Manager
		By:	/s/ James Macdonald
		Name: James Macdonald
		Title: Managing Director
		The Productivity Fund IV Advisors Fund, L.P.
		By:	First Analysis Management Company IV, L.L.C., its General Partner
		By:	First Analysis Venture Operations and Research, L.L.C., Managing Member
		By:	First Analysis Corp., Manager
		By:	/s/ James Macdonald
		Name: James Macdonald
		Title: Managing Director

76

List of Schedules and Exhibits to Agreement and Plan of Merger dated as of April 26, 2007 among Cross Shore Acquisition
Corporation, Longxia Acquisition, Inc., Research Pharmaceutical Services, Inc., The RPS Securityholders and Daniel M. Perlman and
Daniel Raynor, as the RPS Securityholders Committee, as amended

Exhibits

Exhibit A – Form of Certificate of Merger
Exhibit B – Amended and Restated Limited Liability Company Agreement
Exhibit A – Form of Letter of Transmittal
Exhibit A – Form of Press Release
Exhibit A – Form of Introduction Agreement
Exhibit A – Form of Lockup Agreement
Exhibit A – Form of New Parent Warrant
Exhibit A – Form of Parent Option Plan
Exhibit A – Form of Registration Rights Agreement

Schedules

Schedule 2.1(g) – Cash, Stock, and Warrant Allocation +
Schedule 6.18 – Lockup Agreements
Schedule 10.16 – Fees Payable by Target and Parent* +
Section 3.1 Organization and Qualification
Section 3.4(b) Capitalization
Section 3.4(c) Reserved Capital Stock
Section 3.5(a) Subsidiaries
Section 3.5(b) Capitalization of Subsidiaries
Section 3.6 No Violation
Section 3.7 Approvals
Section 3.8(a) Financial Statements
Section 3.8(c) Undisclosed Liabilities
Section 3.8(d) Outstanding Related Party Loans
Section 3.9 Ordinary Course Operations
Section 3.10 Absence of Litigation
Section 3.12 Permits
Section 3.13(a) Environmental Permits
Section 3.13(d) Material Environmental Records
Section 3.14(a) Liens
Section 3.14(b) Buildings, Equipment, and Tangible Assets
Section 3.14(c) Leased Real Property
Section 3.15(a) Target Scheduled Contracts
Section 3.15(b) No Default
Section 3.16 Intellectual Property Rights
Section 3.16(f) Intellectual Property Rights
Section 3.19(d) Extension of Time
Section 3.19(e) Tax Audits
Section 3.19(f) Tax Deficiencies
Section 3.20 Insurance
Section 3.21(a) Employment Agreements
Section 3.21(b) Severance Payments +
Section 3.22(a) Target Employee Benefit Plans
Section 3.22(g) Employee Transaction Payments +
Section 3.22(j) Foreign Benefit Plans
Section 3.24 Related-Party Transactions
Section 3.26 No Brokers +
Section 3.28(a) Customers and Suppliers
Section 5.4(a) Capitalization
Section 5.4(c) Capitalization
Section 5.4(d) Capitalization
Section 5.4(e) Capitalization +
Section 5.6 No Violation
Section 5.10 No Brokers*
Section 5.12 Operations of Parent
Section 5.17 Related-Party Transactions*
Section 6.2 Conduct of Business by Parent Pending the Closing
Section 6.15 Conduct of Business by Target Pending the Closing
Section 7.2(f) Third Party Approvals

*	Amended in the First Amendment to Agreement and Plan of Merger dated as of June 5, 2007 among Cross Shore Acquisition Corporation, Longxia Acquisition, Inc., Research Pharmaceutical Services, Inc., and Daniel M. Perlman and Daniel Raynor, as the RPS Securityholders Committee
+	Amended in the Second Amendment to Agreement and Plan of Merger dated as of July 6, 2007 among Cross Shore Acquisition Corporation, Longxia Acquisition, Inc., Research Pharmaceutical Services, Inc., and Daniel M. Perlman and Daniel Raynor, as the RPS Securityholders Committee

EX-2.2

Exhibit 2.2

FIRST AMENDMENT
TO
AGREEMENT AND PLAN OF MERGER

     This FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is dated as of June 5, 2007, and is entered into by and among Cross Shore Acquisition Corporation, a Delaware corporation (“Parent”), Longxia Acquisition, Inc., a Pennsylvania corporation (“Merger Sub”), ReSearch Pharmaceutical Services, Inc., a Pennsylvania corporation (“Target”), and Daniel M. Perlman and Daniel Raynor (the “ RPS Securityholders Committee”).

     WHEREAS, Parent, Merger Sub, Target, the RPS Securityholders Committee and the RPS Securityholders signatories thereto are parties to that certain Agreement and Plan of Merger, dated as of April 26, 2007 (as amended, modified or supplemented from time to time, the “ Merger Agreement ”); and

     WHEREAS, the parties hereto desire to amend the Merger Agreement, subject to the terms and conditions of this Amendment.

     NOW, THEREFORE, in consideration of the agreements and provisions herein contained and for other valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. Definitions. Any capitalized term used but not otherwise defined herein shall have the meaning ascribed to such term in the Merger Agreement.

2. Amendments to the Merger Agreement.

     2.1 Amendment to Section 6.3(a)(ii). Section 6.3(a)(ii) is hereby amended to delete clause (i)(c) thereof.

     2.2 Amendment to Section 6.20. Section 6.20 of the Merger Agreement is hereby amended and restated in its entirety to read as follows:

“Section 6.20 Dividend; Use of Target Closing Cash. To the extent that Excess Cash exists at the Closing, Parent may, as determined in the sole discretion of the Parent Board after the Parent Stockholders’ Meeting but prior to the Closing, use any or all of such Excess Cash to pay a dividend in an amount not to exceed $1.00 per share of Parent Common Stock held by Existing Parent Stockholders or $18,666,668 in the aggregate (excluding shares of Parent Common Stock repurchased from Existing Parent Stockholders who exercise their repurchase rights under Parent’s certificates of incorporation), which dividend, if declared by the Parent Board, shall be payable only if the Closing shall have occurred (the “Cross Shore Dividend”). If declared by the Parent Board, Parent shall pay the Cross Shore Dividend on the payment date established by the Parent Board, which date shall be no more than sixty (60) days following the record date established by the Parent Board for the Cross Shore Dividend. If the Closing occurs, in no event shall the Parent Board rescind or reduce the amount of the Cross Shore

Dividend following the declaration thereof (if applicable). From and after the Closing, the parties acknowledge and agree that, if the Cross Shore Dividend is declared by the Parent Board, each of the Existing Parent Stockholders shall be an intended third party beneficiary of this Section 6.20 and shall be entitled to enforce its terms as if it were a party to this Agreement. For the avoidance of doubt, no RPS Securityholder shall be entitled to receive the Cross Shore Dividend if declared by the Parent Board. Parent shall use the Target Closing Cash and any cash remaining after payment of the Cross Shore Dividend (if applicable) for such purposes as determined from time to time by the Parent Board.”

     2.3 Amendment to Section 8.1 (b). Section 8. 1(b) of the Merger Agreement is hereby amended to delete the reference therein to “July 10, 2007” and to replace such reference with “July 25, 2007.”

     2.4 Amendment to Schedule 10.16. Schedule 10.16 to the Merger Agreement is hereby amended and restated in its entirety to read as set forth on Exhibit A attached hereto.

     2.5 Amendments to Parent Disclosure Letter.

          (a) Section 5.10 of the Parent Disclosure Letter is hereby amended and restated in its entirety to read as set forth on Exhibit B attached hereto.

          (b) Section 5.17 of the Parent Disclosure Letter is hereby amended and restated in its entirety to read as set forth on Exhibit C attached hereto.

3. Continuing Effect. Except as specifically provided herein, the Merger Agreement shall remain in full force and effect in accordance with its terms and is hereby ratified and confirmed in all respects.

4. General Provisions.

     4.1 Governing Law. This Amendment will be governed by and construed and interpreted in accordance with the substantive laws of the State of Delaware (and, to the extent applicable, Federal law), without giving effect to any conflicts of law rule or principle that might result in the application of the laws of another jurisdiction.

     4.2 Counterparts and Effectiveness. This Amendment may be executed in one or more counterparts (including by facsimile or portable document format (.pdf)) for the convenience of the parties hereto, each of which will be deemed an original, but all of which together will constitute one and the same instrument. This Amendment shall become effective when each party hereto shall have received a counterpart hereof signed by the other parties hereto.

     4.3 Amendment. No provision of this Amendment may be amended, modified, supplemented or waived except in accordance with Section 8.3 of the Merger Agreement.

     4.4 Binding Effect. This Amendment will be binding upon and will inure to the benefit of the parties hereto and their respective successors and permitted assigns.

- 2 -

     IN WITNESS WHEREOF, Parent, Merger Sub, Target and the RPS Securityholders Committee have caused this Amendment to be executed as of the date first above written.

PARENT:		TARGET:
CROSS SHORE ACQUISITION CORPORATION		RESEARCH PHARMACEUTICAL SERVICES, INC.
By:	/s/ Dennis M. Smith	By:	/s/ Daniel M. Perlman
Name: Dennis M. Smith		Name: Daniel M. Perlman
Title: Chief Executive Officer		Title: Chief Executive Officer
MERGER SUB:		RPS SECURITYHOLDERS COMMITTEE:
LONGXIA ACQUISITION, INC.
		/s/ Daniel M. Perlman
		Daniel M. Perlman
By:	/s/ Dennis M. Smith
Name: Dennis M. Smith
Title: Chief Executive Officer		/s/ Daniel Raynor
		Daniel Raynor

[Signature Page to First Amendment to Agreement and Plan of Merger]

EX-2.3

Exhibit 2.3

SECOND AMENDMENT
TO
AGREEMENT AND PLAN OF MERGER

     This SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is dated as of July 6, 2007, and is entered into by and among Cross Shore Acquisition Corporation, a Delaware corporation (“Parent”), Longxia Acquisition, Inc., a Pennsylvania corporation (“Merger Sub”), ReSearch Pharmaceutical Services, Inc., a Pennsylvania corporation (“Target”), the RPS Securityholders that execute a signature page to this Amendment or a Letter of Transmittal and Daniel M. Perlman and Daniel Raynor (the “RPS Securityholders Committee”).

     WHEREAS, Parent, Merger Sub, Target, the RPS Securityholders Committee and the RPS Securityholders signatories thereto are parties to that certain Agreement and Plan of Merger, dated as of April 26, 2007 and as amended by that certain First Amendment to Agreement and Plan of Merger executed by Parent, Merger Sub, Target and the RPS Securityholders Committee (as further amended, modified or supplemented from time to time, the “Merger Agreement”); and

     WHEREAS, the parties hereto desire to amend the Merger Agreement, subject to the terms and conditions of this Amendment.

     NOW, THEREFORE, in consideration of the agreements and provisions herein contained and for other valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. Definitions. Any capitalized term used but not otherwise defined herein shall have the meaning ascribed to such term in the Merger Agreement.

2. Amendments to the Merger Agreement.

     2.1 Section 2.1(c). Section 2.1(c) of the Merger Agreement is hereby amended and restated in its entirety to read as follows:

“(i) Each share of Target Common Stock issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares) will be canceled and will, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive the Per Share Merger Consideration and each holder thereof will cease to have any rights with respect thereto, except the right to receive the Per Share Merger Consideration subject to and in accordance with Section 2.3.

(ii) Each Target Option Share issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares) will be canceled and will, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive the Target Optionholder Merger Consideration and each holder thereof will cease to have any rights with respect thereto, except

the right to receive the Target Optionholder Merger Consideration subject to and in accordance with Section 2.3.”

     2.2 Section 2.1(f). Section 2.1(f) of the Merger Agreement is hereby amended to delete the two references therein to “1.9947” and to replace such references with “1.8140442.”

     2.3 Section 2.3. Sections 2.3(a) and (b) are hereby amended to delete all references therein to “New Parent Warrants.”

     2.4 Section 6.1(b). Section 6.1(b) of the Merger Agreement is hereby amended to delete the reference in clause (ii) thereof to “$1,200,000” and to replace such reference with “$500,000.”

     2.5 Section 6.18. Section 6.18 of the Merger Agreement is hereby deleted.

     2.6 Section 6.20. Section 6.20 of the Merger Agreement is hereby deleted.

     2.7 Section 6.21. Section 6.21 of the Merger Agreement is hereby amended and restated in its entirety to read as follows:

“Section 6.21 Tender Offer for Parent Warrants. During the Interim Period, Parent shall use commercially reasonable efforts to consummate a tender offer for all outstanding Parent Warrants pursuant to which holders of Parent Warrants shall be entitled to exchange six and one-half (6.5) Parent Warrants for one (1) share of Parent Common Stock (the “Tender Offer”).”

     2.8 Section 7.1.

          (a) Section 7.1(i) of the Merger Agreement is hereby amended and restated in its entirety to read as follows:

          “(i) Lockup Agreements. The Lockup Agreements shall have been delivered by each of the Persons listed in Schedule 6.18.”

          (b) A new Section 7.1(j) shall be added to Section 7.1 which shall read as follows:

“(j) Exchange of Parent Warrants in Tender Offer. At least ninety-five percent (95%) of the outstanding Parent Warrants shall have been exchanged for shares of Parent Common Stock pursuant to the Tender Offer such that no more than 1,866,667 Parent Warrants shall remain outstanding after completion of the Tender Offer.”

          (c) A new Section 7.1(k) shall be added to Section 7.1 which shall read as follows:

“(k) Repurchase of Founders Shares. Parent shall have repurchased at par value 3,000,000 of the 4,666,667 shares of the Parent Common Stock

2

issued and outstanding immediately prior to the initial public offering of Parent’s securities on the AIM on April 28, 2006.”

          (d) A new Section 7.1(l) shall be added to Section 7.1 which shall read as follows:

“(l) Determination of Investment Bank. Either (i) Parent shall have received from an independent investment banking firm a determination with respect to the value of the Parent Merger Securities sufficient to qualify the Merger as a Qualified Business Combination, as that term is defined in Parent’s certificate of incorporation, or (ii) the Parent Stockholders shall have approved the waiver of the requirement under Parent’s certificate of incorporation that Parent obtain such determination by the vote required by Parent’s certificate of incorporation (the “Waiver Proposal”).”

     2.9 Section 7.3.

          (a) A new Section 7.3(h) shall be added to Section 7.3 which shall read as follows:

“(h) Repurchase Rights. Holders of not more than forty percent (40%), in the aggregate, of the outstanding IPO Shares (such number being 7,466,667.2 IPO Shares) shall have exercised their repurchase rights pursuant to Parent’s certificate of incorporation in respect of the Waiver Proposal and the proposal to approve the Merger at the Parent Stockholders’ Meeting; provided, however, that the condition to Closing provided for in this Section 7.3(h) may be waived by Target and the RPS Securityholders Committee only to the extent that holders of not more than sixty percent (60%), in the aggregate, of the outstanding IPO Shares (such number being 11,200,000.8 IPO Shares) shall have exercised their repurchase rights pursuant to Parent’s certificate of incorporation in respect of the Waiver Proposal and the proposal to approve the Merger at the Parent Stockholders’ Meeting.”

          (b) A new Section 7.3(i) shall be added to Section 7.3 which shall read as follows:

“(i) Sunrise Exchange. Sunrise shall have: (i) tendered forty percent (40%) of the Units covered by the Sunrise Unit Option Purchase Option for 168,000 shares of Parent Common Stock (the “Sunrise Shares”) and the aggregate number of Units with respect to which the Sunrise Unit Purchase Option shall be exercisable shall be reduced from 933,333 to 560,000, and (ii) entered into a lock-in deed relating to Common Shares of Cross Shore Acquisition Corporation among Arbuthnot Securities Limited and Parent with respect to the Sunrise Shares, which lock-in deed shall provide for a term of two years from the Closing, and shall otherwise be

3

substantially in the form of the other Lockup Agreements for non-director shareholders.“

     2.10 Section 8.1(b). Section 8.1(b) of the Merger Agreement is hereby amended to delete the reference therein to “July 25, 2007” and to replace such reference with “August 6, 2007.”

     2.11 Section 10.2.

          (a) The definition of “Cross Shore Dividend” is hereby deleted.

          (b) The definition of “Excess Cash” is hereby deleted.

          (c) The definition of “Existing Parent Stockholders” is hereby deleted.

          (d) The definition of “Founders Shares” is hereby deleted.

          (e) The definition of “Merger Consideration” is hereby amended and restated in its entirety to read as follows:

““Merger Consideration” means, collectively, the Per Share Merger Consideration, the Warrant Per Share Merger Consideration and the Target Optionholder Merger Consideration to be paid or issued to the RPS Securityholders pursuant to this Agreement.”

          (f) The definition of “Net Parent Cash” is hereby deleted.

          (g) The definition of “New Parent Warrant” and corresponding Exhibit H are hereby deleted.

          (h) The definition of “Parent Merger Securities” is hereby amended and restated in its entirety to read as follows:

““Parent Merger Securities” means the shares of Parent Common Stock to be issued in the Merger to the RPS Securityholders.”

          (i) The definition of “Per Share Merger Consideration” is hereby amended and restated in its entirety to read as follows:

““Per Share Merger Consideration” means, for each share of Target Common Stock and Target Preferred Stock held by an RPS Securityholder, (i) $1.801 in cash and (ii) 1.4056375 fully paid and non-assessable shares of Parent Common Stock.”

          (j) The definition of “Perlman Per Share Merger Consideration” is hereby deleted.

          (k) A new definition of “Sunrise” shall be added to Section 10.2, which definition shall read as follows:

4

““Sunrise” means Sunrise Securities Corp.”

          (l) A new definition of “Sunrise Shares” shall be added to Section 10.2, which definition shall read as follows:

““Sunrise Shares” has the meaning set forth in Section 7.3(i).”

          (m) A new definition of “Sunrise Unit Purchase Option” shall be added to Section 10.2, which definition shall read as follows:

““Sunrise Unit Purchase Option” has the meaning set forth in the Original Offering Circular.”

          (n) A new definition of “Tender Offer” shall be added to Section 10.2, which definition shall read as follows:

““Tender Offer” has the meaning set forth in Section 6.21.”

          (o) A new definition of “Unit” shall be added to Section 10.2, which definition shall read as follows:

““Unit” has the meaning set forth in the Original Offering Circular.”

          (p) A new definition of “Waiver Proposal” shall be added to Section 10.2, which definition shall read as follows:

““Waiver Proposal” has the meaning set forth in Section 7.1(l).”

          (q) The definition of “Warrant Per Share Merger Consideration” is hereby amended and restated in its entirety to read as follows:

““Warrant Per Share Merger Consideration” means, for each share of Target Common Stock for which a Target Warrant is exercisable, (i) $1.801 in cash less the applicable exercise price payable for such share of Target Common Stock under the Target Warrant and (ii) 1.4056375 fully paid and non-assessable shares of Parent Common Stock.”

     2.12 Amendment to Schedule 2.1(g). Schedule 2.1(g) to the Merger Agreement is hereby amended and restated in its entirety to read as set forth on Exhibit A attached hereto.

     2.13 Amendment to Schedule 10.16. Schedule 10.16 to the Merger Agreement is hereby amended and restated in its entirety to read as set forth on Exhibit B attached hereto.

     2.14 Amendments to Target Disclosure Letter.

          (a) Section 3.21(b) of the Target Disclosure Letter is hereby amended and restated in its entirety to read as set forth on Exhibit C attached hereto.

5

          (b) Section 3.22(g) of the Target Disclosure Letter is hereby amended and restated in its entirety to read as set forth on Exhibit D attached hereto.

          (c) Section 3.26 of the Target Disclosure Letter is hereby amended and restated in its entirety to read as set forth on Exhibit E attached hereto.

     2.15 Amendment to Parent Disclosure Letter.

          (a) Section 5.4(e) of the Parent Disclosure Letter is hereby amended and restated in its entirety to read as set forth on Exhibit F attached hereto.

          (b) Section 5.17 of the Parent Disclosure Letter is hereby amended to delete in its entirety the fourth paragraph thereof.

3. Continuing Effect. Except as specifically provided herein, the Merger Agreement shall remain in full force and effect in accordance with its terms and is hereby ratified and confirmed in all respects.

4. General Provisions.

     4.1 Governing Law. This Amendment will be governed by and construed and interpreted in accordance with the substantive laws of the State of Delaware (and, to the extent applicable, Federal law), without giving effect to any conflicts of law rule or principle that might result in the application of the laws of another jurisdiction.

     4.2 Counterparts and Effectiveness of Amendment. This Amendment may be executed in one or more counterparts (including by facsimile or portable document format (.pdf)) for the convenience of the parties hereto, each of which will be deemed an original, but all of which together will constitute one and the same instrument. This Amendment shall become effective when and as of the date on which Parent, Merger Sub, Target, the RPS Securityholders Committee and at least one of the RPS Securityholders listed on the signature page hereto shall have executed a counterpart hereof and delivered such counterpart to the RPS Securityholders Committee (the “Effective Date”). At such time, this Amendment shall be binding and enforceable against Parent, Merger Sub, Target, the RPS Securityholders Committee and each RPS Securityholder that has signed a counterpart hereof irrespective of whether any other RPS Securityholder listed on the signature page hereto has executed a counterpart hereof. Any RPS Securityholder counterparts to this Amendment that are delivered subsequently to the Effective Date shall be deemed to have been delivered on, and shall be binding and enforceable against such RPS Securityholder as of, the Effective Date.

     4.3 Amendment. No provision of this Amendment may be amended, modified, supplemented or waived except in accordance with Section 8.3 of the Merger Agreement.

     4.4 Binding Effect. This Amendment will be binding upon and will inure to the benefit of the parties hereto and their respective successors and permitted assigns.

[SIGNATURE PAGE FOLLOWS]

6

     IN WITNESS WHEREOF, Parent, Merger Sub, Target, the RPS Securityholders and the RPS Securityholders Committee have caused this Amendment to be executed as of the date first written above by their respective officers thereunto duly authorized.

PARENT:	TARGET:
CROSS SHORE ACQUISITION CORPORATION	RESEARCH PHARMACEUTICAL SERVICES, INC.
By: /s/ Dennis M. Smith	By: /s/ Daniel M. Perlman
Name: Dennis M. Smith	Name: Daniel M. Perlman
Title: Chief Executive Officer	Title: Chief Executive Officer
MERGER SUB:	RPS SECURITYHOLDERS COMMITTEE:
LONGXIA ACQUISITION, INC.
	/s/ Daniel M. Perlman
	Daniel M. Perlman
By: /s/ Dennis M. Smith
Name: Dennis M. Smith
Title: Chief Executive Officer	/s/ Daniel Raynor
	Daniel Raynor

Signature Page of the RPS Securityholders Follows

RPS SECURITYHOLDERS:

/s/ Daniel M. Perlman	Argentum Capital Partners, L.P.
Daniel M. Perlman
	By: BR Associates Inc., its General Partner
/s/ Harris Koffer	By: /s/ Daniel Raynor
Harris Koffer	Name: Daniel Raynor
	Title:  Chairman
/s/ Steven Bell
Steven Bell	Argentum Capital Partners II, L.P.
	By: Argentum Partners II, LLC, its General Partner
/s/ Joseph Arcangelo	By: Argentum Investments, LLC, its Managing Member
Joseph Arcangelo
	By: /s/ Daniel Raynor
	Name: Daniel Raynor
Merion Investment Partners, L.P.	Title:  Managing Member
By: Merion Financial Partners, L.P.,         its General Partner
	/s/ Daniel Raynor
By: Merion Fund Management, LLC,       its General Partner	Daniel Raynor
	The Productivity Fund IV, L.P.
By: /s/ William M. Means	By: First Analysis Management Company IV, L.L.C., its        General Partner
Name: William M. Means
Title: Managing Partner	By: First Analysis Venture Operations and Research, L.L.C.,        Managing Member
	By: First Analysis Corp., its Manager
	By: /s/ James Macdonald
	Name: James Macdonald
	Title:  Managing Director
	The Productivity Fund IV Advisors Fund
	By: First Analysis Management Company IV, L.L.C., its        General Partner
	By: First Analysis Venture Operations and Research, L.L.C.,        Managing Member
	By: First Analysis Corp., its Manager
	By: /s/ James Macdonald
	Name: James Macdonald
	Title: Managing Director

EX-2.4

Exhibit 2.4

AGREEMENT FOR THE SALE AND PURCHASE OF THE
SHARE CAPITAL IN IMEREM INSTITUTE FOR MEDICAL
RESEARCH MANAGEMENT AND BIOMETRICS / INSTITUT
FÜR MEDIZINISCHES FORSCHUNGSMANAGEMENT UND
BIOMETRIE GESELLSCHAFT MIT BESCHRÄNKTER
HAFTUNG EIN UNABHÄNGIGES
FORSCHUNGSUNTERNEHMEN

Dated 22 December, 2008

Ralf Kohnen

AND

ReSearch Pharmaceutical Services Netherlands B.V.

AND

Research Pharmaceutical Service Inc.

AND

IMEREM Institute for Medical Research Management and Biometrics / Institut für
medizinisches Forschungsmanagement und Biometrie Gesellschaft mit beschränkter
Haftung Ein unabhängiges Forschungsunternehmen

Allen & Overy, Praha Advokátní kancelář

90742-00001 HM:891734.9

CONTENTS

Clause	Page
1. Interpretation		1
2. Corporate Status		1
3. Sale and Purchase		2
4. Completion		3
5. Consideration		3
6. Adjustment to Cash Consideration		4
7. Investment Representations		5
8. Deposit of Consideration Shares		7
9. Loans and Guarantees		9
10. Warranties and Indemnities		9
11. Purchaser’s Warranties		13
12. IMITIS		14
13. Protective Covenants		15
14. Announcements		16
15. Notices		17
16. Further Assurances		19
17. Assignments		19
18. Payments		19
19. General		20
20. Whole Agreement		20
21. Guarantees		21
22. Governing Law		23
23. Dispute Resolution		23
24. Language		23

16 December 2008

Schedule	Page
1. Group Companies		24
Part 1          Company		24
Part 2          IMITIS		24
2. Properties		25
3. Warranties		26
4. Warranty Claims		45
5. Completion		48
Part 1          Seller’s Obligations		48
Part 2          Purchaser’s Obligations		49
6. Completion Statement		50
Part 1          Preparation of the Completion Statement		50
Part 2          Actual Net Current Assets		52
Part 3          Accounting Policies		53
7. Independent Accountants		56
8. Interpretation		58
Signatories

16 December 2008

THIS AGREEMENT is made on 22 December, 2008

BETWEEN:

(1)	Ralf Kohnen, residing at Large Gasse 21, Nuremberg, Germany 90403 (the Seller)
(2)	ReSearch Pharmaceutical Services Netherlands B.V., a company incorporated under the laws of the Netherlands (registered number 34317078) whose registered office is at Strawinskylaan 3105 Atrium, 1077ZX Amsterdam 96550, (the Purchaser);
(3)	Research Pharmaceutical Services Inc., a company incorporated under the laws of Delaware, the United States of America (registered number 4089101) whose registered office is at 1209 Orange Street Wilmington, County of New Castle, Delaware 19801, United States of America (the US Guarantor); and
(4)	IMEREM Institute for Medical Research Management and Biometrics / Institut für medizinisches Forschungsmanagement und Biometrie Gesellschaft mit beschränkter Haftung Ein unabhängiges Forschungsunternehmen, registered at the commercial register of the local court of Nuremberg under HRB 12692, having its registered office at Scheurlstraße 21, 90478 Nürnberg, Germany (the Company).

BACKGROUND:

(A)	The Seller is the owner of shares which represent all the issued share capital of the Company.
(B)	The Seller wishes to sell and the Purchaser wishes to purchase, all the issued share capital of the Company free from any Encumbrance on the terms and subject to the conditions set out in this agreement.
(C)	The US Guarantor wishes to guarantee the fulfilment of all obligations of the Purchaser owed to the Seller under this agreement pursuant to clause 21.

IT IS AGREED as follows:

1.	INTERPRETATION
1.1	In addition to terms defined elsewhere in this agreement, the definitions and other provisions in Schedule 8 apply throughout this agreement, unless the contrary intention appears.
1.2	In this agreement, unless the contrary intention appears, a reference to a clause, subclause or Schedule is a reference to a clause, subclause or Schedule of or to this agreement. The Schedules form part of this agreement.
1.3	The headings in this agreement do not affect its interpretation.
2.	CORPORATE STATUS
2.1	The Company is a limited liability company (Gesellschaft mit beschränkter Haftung) established under the laws of the Federal Republic of Germany and registered in the commercial register of the Local Court of Nürnberg under HRB 12692.
2.2	The Company’s nominal share capital (Stammkapital) amounts to DEM 50,000, of which the Seller holds two shares in the nominal amounts of each DEM 25,000 (hereinafter collectively, the Shares).

1

3.	SALE AND PURCHASE AND TRANSFER OF SHARES
3.1	On the terms and subject to the conditions of this Agreement the Seller hereby sells and transfers and the Purchaser hereby purchases and accepts the transfer of the Shares in the Company.
3.2	The Seller and the Purchaser are aware that the Purchaser can only effectively exercise its shareholder rights vis-à-vis the Company once it has been entered in the list of shareholders kept with the commercial register. The Seller hereby grants the Purchaser an irrevocable power of attorney, which is to survive the seller’s death and releases the Purchaser from the restrictions of section 181 of the German Civil Code (Bürgerliches Gesetzbuch), to exercise all shareholder rights arising from the Shares that are the subject of this agreement in full and without any restrictions.
3.3	The Shares shall be sold free from all Encumbrances and together with all rights attaching to them. It is agreed and understood that the dividends declared and unpaid at the Completion Date by the Company and listed in Part 4 of Schedule 6 shall be paid to the Seller on Completion.
3.4	As evidenced by Annex 3.4, the Company has consented to the transfer of the Shares pursuant to clause 3.1.
3.5	The consideration for the sale of the Shares is set out in clause 5 and shall be further adjusted (if applicable) according to clause 6.
3.6	The Seller acknowledges that the Purchaser enters into this agreement in reliance on the representations, warranties and undertakings on the part of the Seller set out in this agreement.
3.7	The Purchaser and the US Guarantor acknowledge that the Seller enters into this agreement in reliance on the representations, warranties and undertakings on the part of the Purchaser and of the US Guarantor set out in this agreement.
3.8	The Seller waives (and shall procure the waiver by his nominee(s) of) all rights of pre-emption which he (or such nominee(s)) may have (whether under any Company’s constitutional documents or otherwise) in respect of the transfer to the Purchaser or its nominee(s) of the Shares or any of them.
3.9	The Purchaser represents to the Seller that it has full authority and the requisite powers and available funds:

(a)	to buy the Shares and to pay in full the Cash Consideration; and
(b)	to sell the Consideration Shares to the Seller.

3.10 The notary public is obliged to submit a new shareholder list to the commercial register promptly upon today’s share transfer taking effect and regardless of any grounds for invalidity that may subsequently arise, and to forward a copy of the amended list to the Company. The Seller and the Purchaser hereby undertake to notify the officiating notary public promptly in writing once the share transfer has taken effect in full and can be registered. The notary public is to file the new shareholder list with the commercial register only once he has received this notification from the Seller and the Purchaser.

2

4.	COMPLETION
4.1	Completion shall take place immediately after the execution of this agreement.
4.2	At Completion:

(a)	the Seller shall observe and perform the provisions of Part 1 of Schedule 5; and
(b)	the Purchaser shall observe and perform the provisions of Part 2 of Schedule 5.

4.3 If for any reason:

(a)	the provisions of Part 1 of Schedule 5 are not fully observed and performed by the Seller as contemplated by clause 4.2(a); or
(b)	the French Seller does not fully observe and perform the provisions of [Part 1 of Schedule 5] to the French Sale and Purchase Agreement; or
(c)	the Spanish Sellers do not fully observe and perform the provisions of [Part 1 of Schedule 6] to the Spanish Sale and Purchase Agreement;

the Purchaser shall (in addition and without prejudice to all other rights or remedies available to it) not be required to complete the purchase of the Shares or shall fix a new time and date, not later than 11.00 a.m. on 23rd December, 2008 for Completion by, in either case, giving notice to the Seller.

4.4	If for any reason the provisions of Part 2 of Schedule 5 are not fully observed and performed by the Purchaser as contemplated by clause 4.2(b), the Seller shall (in addition and without prejudice to all other rights or remedies available to it) not be required to complete the sale of the Shares by giving notice to the Purchaser.
4.5	If the Purchaser elects not to complete the purchase of the Shares under clause 4.3:

(a)	except for this subclause, clauses 1, 14.1, 15, 17, 18, 19.2, 19.3, 19.4, 22, 23 and 24 and the provisions of Schedule 8, all the provisions of this agreement shall lapse and cease to have effect; and
(b)	neither the lapsing of those provisions nor their ceasing to have effect shall affect any accrued rights or liabilities of any party in respect of damages for non-performance of any obligation falling due for performance prior to such lapse and cessation.

4.6	If the Seller elects not to complete the purchase of the Shares under clause 4.4, the provisions of clause 4.5 above shall apply mutatis mutandis.
5.	CONSIDERATION
5.1	The consideration for the sale of the Shares shall (subject to adjustment as provided in this agreement) be:

(a)	EUR 2,282,597 (in words: Euro two million two hundred and eighty-two thousand five hundred and ninety-seven) (Cash Consideration); and
(b)	the transfer by the Purchaser to the Seller of the Consideration Shares with full title and free from Encumbrances.

3

5.2	When issued, each of the Consideration Shares will have been duly authorized, validly issued, fully paid and non-assessable, shall not have been issued in violation of any pre-emptive rights, rights of first refusal, co-sale rights or similar rights or restrictions or other restriction on transfer existing under the US Guarantor’s articles of incorporation, by-laws or other agreement binding on the US Guarantor, and shall rank pari passu in all respects with the ordinary shares in the capital of the US Guarantor that are issued and outstanding at the date of issue of the Consideration Shares.
5.3	The Seller acknowledges that, except as stated in this agreement, neither the Purchaser, nor the US Guarantor, has made any representation or warranty which has caused the Seller to accept the Consideration Shares or on which the Seller has placed any reliance in agreeing to accept the Consideration Shares.
5.4	The Seller acknowledges and agrees that the Consideration Shares which are to be transferred to it pursuant to this agreement cannot be sold or otherwise dealt with except (i) in accordance with the by-laws of the US Guarantor; (ii) in accordance with clause 7 or 10.16; and (iii) in the manner described in the Escrow Agreement.
5.5	The Purchaser and the US Guarantor represent and warrant that there was no change in the US Guarantor’s by-laws in the year 2008.
6.	ADJUSTMENT TO CASH/SHARE CONSIDERATION
6.1	If the Actual Net Current Assets calculated in accordance with Schedule 6 and 7 are less than the Required Net Current Assets (Negative Difference), the Cash Consideration shall be reduced following Completion by the amount of the Negative Difference.
6.2	If the Actual Net Current Assets exceed the Required Net Current Assets, the Cash Consideration shall be increased following Completion by the amount by which the Actual Net Current Assets exceed the Required Net Current Assets.
6.3	Any payment (and/or transfer of any of the Escrowed Consideration Shares, if applicable) resulting from the adjustment pursuant to clauses 6.1 or 6.2 (as applicable) shall be made within 20 (in words: twenty) Business Days following the day on which either the Purchaser and the Seller agree in writing on the Completion Statement or, in the absence of a written agreement between them, following the day on which the Independent Accountants’ decision as to the Actual Net Current Assets is delivered in writing to the Purchaser and the Seller as contemplated by Schedule 6. In case of the transfer of any of the Escrowed Consideration Shares, the Seller and the Purchaser shall jointly instruct the Escrow Agent to release such Escrowed Consideration Shares from escrow.
6.4	The Cash Consideration as adjusted pursuant to clause 6.1 or 6.2 (as applicable) shall be further adjusted following the expiry of 12 months after the date of this agreement by deducting the amount of the trade receivables of the Company shown on the Completion Statement which are not collected and shall remain overdue for more than 12 months after the date of this agreement (the Uncollected Debts) and adding any amount invoiced to Axxonis after Completion that relates to work performed during the period before Completion and is collected during one year as of the date of this agreement (the Axxonix Fee). The Uncollected Debts and Axxonis Fee shall be calculated by the Purchaser and notified to the Seller by the Purchaser by a written statement without undue delay following the expiry of 12 months after the date of this agreement. In the event of disagreement notified by the Seller to the Purchaser within fifteen (15) Business Days of the notification of the Purchaser’s calculation to the Seller, the principles agreed in Schedule 6 and Schedule 7 shall apply mutatis mutandis.

4

6.5	Any payment resulting from the second adjustment pursuant to clause 6.4 shall be made by the Seller to the Purchaser within 20 (in words: twenty) Business Days following the day on which the statement of the Uncollected Debts is delivered by the Purchaser to the Seller as contemplated by clause 6.4 or, if disputed by the Seller, either (i) on a date mutually agreed by the Seller and the Purchaser; or (ii) in the absence of such agreement within the period stipulated under point 3(g) of Schedule 6 within twenty (20) Business Days following the day on which the matter is decided by the Independent Accountants.
6.6	If any amount of the Uncollected Debts is received by the Company after a payment has been made pursuant to clause 6.5, the Purchaser shall repay an equal sum to the Seller within twenty (20) Business Days following the day on which the payment is received by the Company.
6.7	If any trade receivables of the Company which have been provided for as bad debts, and hence which have not been taken into account in the Completion Statement, are subsequently received by the Company, the Purchaser shall pay to the Seller a sum equal to the amount, net of any Taxation due, of those trade receivables subsequently received by the Company, within twenty (20) Business Days following the day on which the payment is received by the Company.
6.8	If any specific provision in respect of a liability has been made by the Company and taken into account in the Completion Statement, and that liability does not arise, or does arise but is less than the amount of the relevant provision, the Purchaser shall pay to the Seller a sum equal to the amount, net of any Taxation due, of the amount by which the provision exceeds the relevant liability, within twenty (20) Business Days following the day on which the payment is received by the Company.
7.	INVESTMENT REPRESENTATIONS
7.1	The Seller as the recipient of the Consideration Shares upon Completion agrees, represents and acknowledges as follows:

(a)	The Seller represents that he is not located in the United States, as such term is defined under Regulation S of the United States Securities Act of 1933, as amended, (the U.S. Securities Act) was not offered the Consideration Shares while in the United States, and is not a “U.S. person,” as such term is defined in Regulation S under the U.S. Securities Act (a U.S. Person), and that the Consideration Shares to be issued to the Seller will be acquired for investment for such person’s own account, not as a nominee or agent, and not for the account or benefit of, a person in the United States or a U.S. Person, and not with a view to the resale or distribution of any part thereof in the United States in violation of U.S. federal or state securities laws, and that the Seller has no present intention of selling, granting any participation in, or otherwise distributing the same. The Seller acknowledges and agrees that the Consideration Shares are “restricted securities” as that term is defined in Rule 144 under the U.S. Securities Act.
(b)	The Seller represents that he does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person or to any third person in the United States or to a U.S. Person, or any hedging transaction with any third person in the United States to a United States resident, with respect to any of the Consideration Shares.
(c)	The Seller understands that the Consideration Shares are not registered under the U.S. Securities Act on the ground that the sale provided for in this agreement and the

5

issuance of the Consideration Shares hereunder is excluded from registration under the U.S. Securities Act pursuant to Regulation S thereof, and that the US Guarantor’s reliance on such exemption is predicated on the Seller’s representations set forth herein. The Seller hereby agrees to resell the Consideration Shares only in accordance with the provisions of Regulation S under the U.S. Securities Act, pursuant to registration under the U.S. Securities Act or pursuant to an exemption from such registration requirements. Prior to permitting any transfer of the Consideration Shares, the US Guarantor may request, and the Seller agrees to provide, if so requested, an opinion of counsel reasonably satisfactory to the US Guarantor that any resale or other transfer of the Consideration Shares is to be effected in a transaction meeting the requirements of Regulation S under the U.S. Securities Act or is exempt from registration under the U.S. Securities Act. The Seller further agrees not to engage in hedging transactions with regard to Consideration Shares unless in compliance with the U.S. Securities Act.

(d) The Seller represents that:

(i)	the Seller has received all the information the Seller has requested from the Purchaser and the US Guarantor and considers necessary or appropriate for deciding whether to acquire the Consideration Shares;
(ii)	the Seller has the ability to bear the economic risks of the Seller’s prospective investment; and
(iii)	the Seller understands that no public market currently exists in the United States for any of the US Guarantor’s securities and that the US Guarantor has made no assurances that a public market in the United States will ever exist for the Consideration Shares.

(e)	The Seller has been informed and understands and agrees that a legend substantially similar to the one set forth below will be placed on the certificates for the Consideration Shares until such time as it is no longer required under applicable U.S. federal and state securities laws, and stop transfer instructions may be placed with the transfer agent of the Consideration Shares:
	PRIOR TO INVESTING IN THE SECURITIES OR CONDUCTING ANY TRANSACTIONS IN THE SECURITIES, INVESTORS ARE ADVISED TO CONSULT PROFESSIONAL ADVISERS REGARDING THE RESTRICTIONS ON TRANSFER SUMMARIZED BELOW AND ANY OTHER RESTRICTIONS.
	THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), AND IS A RESTRICTED SECURITY (AS DEFINED IN RULE 144 UNDER THE U.S. SECURITIES ACT). THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. HEDGING TRANSACTIONS INVOLVING THIS SECURITY MAY NOT BE CONDUCTED DIRECTLY OR INDIRECTLY, UNLESS IN COMPLIANCE WITH THE U.S. SECURITIES ACT. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE U.S. SECURITIES ACT PROVIDED BY RULE 144A OR REGULATION S THEREUNDER.

6

THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE U.S. SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A IF AVAILABLE (II) OUTSIDE OF THE UNITED STATES IN AN OFFSHORE TRANSACTION, AS SUCH TERM IS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT, IN ACCORDANCE WITH RULES 904 AND 905 OF REGULATION S UNDER THE U.S. SECURITIES ACT, (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (IV) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT, IN EACH OF CASES (I) THROUGH (IV) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.

THE SECURITY REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO TRANSFER RESTRICTIONS WHICH REQUIRE THAT IN ADDITION TO ANY CERTIFICATIONS REQUIRED FROM A TRANSFEROR AS SET FORTH ON THE REVERSE OF THIS CERTIFICATE, PRIOR TO THE EXPIRATION OF A DISTRIBUTION COMPLIANCE PERIOD OF AT LEAST SIX MONTHS, THE TRANSFEREE CERTIFIES AS TO WHETHER OR NOT IT IS A U.S. PERSON WITHIN THE MEANING OF REGULATION S UNDER THE U.S. SECURITIES ACT AND MUST PROVIDE CERTAIN OTHER CERTIFICATIONS AND AGREEMENTS. PRIOR TO PERMITTING ANY TRANSFER, THE COMPANY MAY REQUEST AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH TRANSFER IS TO BE EFFECTED IN A TRANSACTION MEETING THE REQUIREMENTS OF REGULATION S UNDER THE U.S. SECURITIES ACT OR IS EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT.

8.

DEPOSIT OF CONSIDERATION SHARES

8.1

On Completion, the Seller as sole beneficial owner shall deposit 50 per cent of the Consideration Shares with the Escrow Agent for a period of three years by way of continuing security for the payment and satisfaction of any Claim that the Purchaser may have against the Seller under this agreement. Further terms of the deposit and security arrangement, including the terms of release of the deposited Consideration Shares over the three year security period, are set out in the Share Escrow Agreement. If the Seller together with the French Seller and the Spanish Sellers at any time proposes to the Purchaser the replacement of the Escrow Agent by a new escrow agent, the Seller together with the French Seller and the Spanish Sellers and the Purchaser shall co-operate and appoint such new escrow agent provided that the new escrow agent:

(a)	accepts the principles agreed in the Share Escrow Agreement;
(b)	accepts English as the governing language of the escrow arrangement; and
(c)	makes a reasonable proposal on the escrow fees to be charged.

7

8.2

Without prejudice to clause 8.1 above, the Seller shall not, during the period of one year after Completion (the Lock-up Period) offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any of the Consideration Shares without the prior written consent of the Purchaser. The provisions of this subclause shall also apply to any other securities for the time being representing or replacing or derived from the Consideration Shares (whether by way of a stock split, reverse stock split or recapitalisation), other than any such securities as may be acquired for cash by way of rights or other issue and other than stock dividends, and references in this clause to a Consideration Share shall be construed accordingly. The same restrictions as set out in this clause 7.2 shall apply with respect to any of the Escrowed Shares for the whole period during which such Escrowed Shares remain deposited in escrow pursuant to the terms of the Share Escrow Agreement.

8.3

The restrictions in clause 8.2 shall not

(a)	apply to transfers of any Consideration Shares by the Seller to the Purchaser pursuant to clause 10.15 (b) (c);
(b)	prevent the Seller from selling any of the Consideration Shares which are not deposited under the Share Escrow Agreement in order for the Seller to be able to pay its tax liability resulting from the sale of the Shares provided that the Seller demonstrates to the reasonable satisfaction of the Purchaser that it does not have sufficient funds to pay such tax liability otherwise; or
(c)	prevent the Seller’s heirs from selling any of the Consideration Shares which are not deposited under the Share Escrow Agreement in order for the Seller’s heirs to be able to pay their tax liability resulting from the inheritance of the Consideration Shares provided that the heirs demonstrate to the reasonable satisfaction of the Purchaser that they do not have sufficient funds to pay such tax liability otherwise.

8.4	After the expiry of the Lock-Up Period, there shall be no limitation on the Seller’s right to offer, sell, etc. any of the Consideration Shares (or any shares representing, replacing, derived from or that represent dividends on the Consideration Shares) that are not deposited under the Share Escrow Agreement, except for limitations resulting from applicable securities laws.
8.5	The Seller shall, upon request from the US Guarantor or a securities dealer who purchases the US Guarantor’s common stock as principal in an underwritten public offering and not as part of such securities dealer’s market-making activities (the Underwriter), cooperate fully in any public offering of the US Guarantor’s common stock, which cooperation shall include, without limitation, the preparation and execution of lock-up agreements, underwriting agreements, registration statements, questionnaires and documents requested by regulatory authorities in connection with the public offering of the US Guarantor’s common stock, and any other customary documents related to an underwritten public offering of stock. Notwithstanding the foregoing, the Seller shall not be required to give any representations and warranties except with respect to itself unless otherwise agreed.
8.6	Nothing in this clause shall prevent:

(a)	a disposal pursuant to a court order; or
(b)	a renunciation of a right to subscribe for shares (where such right is derived from the Consideration Shares) or a failure to take up any such right; or

8

(c)	the Seller from accepting a general offer made for all or a portion of the issued share capital of the US Guarantor (other than any issued share capital held by the offeror and/or persons acting in concert with the offeror); or
(d)	the Seller from executing an irrevocable commitment to accept such a general offer, or a disposal or agreement to dispose of shares to a person who has made or announced his intention to make, or has a bona fide intention to make, such an offer; or
(e)	if the US Guarantor. makes an offer to its shareholders to purchase its own shares or proposes a scheme of arrangement, a disposal or agreement to dispose of any Consideration Shares pursuant to that offer or scheme; or
(f)	the passing of title to the Consideration Shares to the heirs, personal representatives or legal representatives of the Seller upon the Seller’s death or officially declared incapacity for legal acts, subject to the terms and conditions of the Share Escrow Agreement.

9.	LOANS AND GUARANTEES
9.1	Except for the Shareholder Debt, the obligation of the Company under the Lease Agreement and the service agreement between the Seller and the Company, there is no indebtedness of any kind (whether or not presently payable) by the Company to the Seller or any person connected with the Seller. If it is established at any time after Completion that there was any such indebtedness as at Completion (except for the Shareholder Debt, the Lease Agreement and the service agreement between the Seller and the Company), then the Seller shall (or shall procure that the relevant person connected with him to which that indebtedness is owed shall) waive that indebtedness at no cost to the Purchaser or the Company.
9.2	The Seller shall procure that on Completion the Company is released from any guarantee or indemnity in respect of another person’s obligations, which it has given and which has not been disclosed in the Disclosure Letter.
10.	WARRANTIES AND INDEMNITIES
10.1	The Seller, subject to the provisions of clause 10.3 and of Schedule 4 below, represents and warrants in the form of an independent guarantee in the meaning of section 311 BGB (selbständiges Garantieversprechen) to the Purchaser regardless of any intentional or negligent acts (verschuldensunabhängig) that as at today’s date and until the Shares have been transferred to the Purchaser:

(a)	except as fully and fairly disclosed to the Purchaser in the Disclosure Letter (with sufficient details to identify the nature and scope of the matter disclosed), each of the statements set out in Schedule 3 (the Warranted Statements) is true and accurate; and
(b)	all information contained or referred to in the Disclosure Letter is in all material respects true and accurate and, to the best of the Seller’s knowledge, complete.

The Parties agree that the Seller, by making the Warranted Statements, does not give a statement of guarantee (Garantieerklärung) within the meaning of Sections 443 and/or 444 BGB and that the circumstances addressed above are not quality features (Beschaffenheitsmerkmale) within the meaning of Section 443 (1) BGB. Subject to any mandatory (zwingende) legal provisions, in particular Section 123 or Section 276 para. 3

9

BGB, the statements under clause 10.1 and the legal consequences pursuant to the clauses [10.6 through 10.17shall be exhaustive and shall apply instead and to the exclusion of any and all remedies available to a purchaser under the law in the event of a defect in quality (Sachmangel) or in title (Rechtsmangel). Any further liability of the Seller and any differing or further rights or claims of the Purchaser — including, but not limited to, any statutory remedies (gesetzliche Ansprüche) of the Purchaser for untrue or inaccurate representations, warranties or guarantees, like specific performance (Nacherfüllung), reduction of the purchase price (Minderung), rescission (Rücktritt), damages for non-performance (Schadenersatz wegen Pflichtverletzung), damages for incorrect representations during negotiations (culpa in contrahendo), avoidance of this agreement because of the lack of substantial qualities (Anfechtung wegen des Fehlens einer wesentlichen Eigenschaft) or rescission or adjustment of this Agreement because of the lack of substantial elements (Wegfall der Geschäftsgrundlage) are excluded.

10.2 The Seller shall indemnify the Purchaser by the payment to the Purchaser of an amount equal to:

(a)	a reduction in the amount of the Company’s aggregate net assets (Reinvermögen) which is the consequence of an increase in the amount of liabilities or a decrease in the value of assets resulting from an event, matter or circumstance occurring prior to 31 December 2007, provided that, for the avoidance of doubt, any decrease in assets or increase in liabilities shall be looked at in the aggregate and shall hence be offset against any increase in other assets or decrease in other liabilities including “Auflösung von Rückstellungen”; or
(b)	the Compensation arising from any of the Warranted Statements being untrue or inaccurate as the Completion Date or the date indicated in the relevant Warranted Statement; or
(c)	Losses incurred by the Company arising in respect of any Taxation required to be paid by the Company after Completion which is referable to events occurring or profits earned on or before Completion and which is not recorded in the Accounts or the Completion Statement; or
(d)	Losses incurred by the Company after Completion arising from the conduct prior to Completion of any Past Agreement; or
(e)	Losses incurred by the Company after Completion arising from the conduct prior to Completion of an Existing Clinical Trials Agreement, to the extent that the cause of the Losses is proved to be attributable wholly to the conduct of that Existing Clinical Trials Agreement before Completion. For the avoidance of doubt the Seller shall not be liable for Losses (i) the cause of which is proved to be attributable to the conduct of an Existing Clinical Trials Agreement both before and after Completion; or (ii) the cause of which is proved to be attributable to the conduct of an Existing Clinical Trials Agreement after Completion; or (iii) the cause of which cannot be proved to be attributable to the conduct of an Existing Clinical Trials Agreement either before or after Completion.

10

(f) Losses incurred by the Company after Completion arising from the fact that the Company owned in the periods before Completion and currently leases a building which may result in an Environmental Contamination. This includes in particular Environmental Contamination that results from either of the two oil tanks that are currently located on the Leasehold Property.

For the avoidance of doubt and subject to clause 10.13 the liability of the Seller to pay a Claim for indemnification made by the Purchaser other than one made pursuant to clauses 10.2(b) will not be limited or qualified in any respect by the contents of the Disclosure Letter.

10.3	Prior to signing this agreement, the Purchaser and the US Guarantor conducted due diligence with respect to the Company. Except for those items specifically addressed in this agreement (excluding Schedule 3), notably, but without limitation, those items in respect of which indemnification is given under clause 10.2(a) and 10.2(c) to 10.2(e), the Purchaser and the US Guarantor represent and warrant that they have no actual knowledge of any breach of the Warranted Statements by the Seller on the basis of the data and information disclosed by the Seller to the Purchaser and the US Guarantor during the due diligence and in the Disclosure Letter.
10.4	Except in relation to matters disclosed in the Disclosure Letter (with sufficient details to identify the nature and scope of the matter disclosed) and to matters of which the Purchaser or the US Guarantor has actual knowledge on the date of this agreement, none of the Warranties shall be treated as qualified by any event, matter or circumstance which it is claimed that the Purchaser or the US Guarantor or their agents or advisers should have known.
10.5	In order to avoid double indemnification, (i) the same Claim occurring as a result of a breach of more than one Warranted Statement shall only be indemnified once and (ii) the Purchaser shall not be entitled to make a Claim under more than one paragraph of subclause 9 in respect of the same Loss.
10.6	The Purchaser shall promptly, after it becomes aware of a matter which is likely to give rise to a Claim give written notice (a Claim Notice) to the Seller specifying that matter. If that Claim arises from a claim against the Company or the Purchaser by a third party (including, but not limited to, an inquiry from a Taxation Authority) (a Third Party Claim), the Claim Notice shall be given within 20 calendar days from the date when the Purchaser becomes aware of the Third Party Claim or sooner if the Third Party Claim requires a response from the Purchaser earlier than the date falling 20 calendar after the date when the Purchaser becomes aware of the matter. Failure of the Purchaser to give the Claim Notice within the time periods specified above shall not release, waive or otherwise affect the Seller’s obligations with respect thereto except to the extent that the Seller is prejudiced as a result of that failure, in which case the indemnification in respect of the relevant Claim shall be reduced but only to the extent of that prejudice. A Claim Notice shall specify the matter in enough reasonable detail to enable the Seller to appreciate its scope and its merits and in the case of a Third Party Claim shall be accompanied by the documentation received by the Purchaser containing details of the Third Party Claim.
10.7	If a Claim arises as a result of a Third Party Claim, the Seller may, but will not be obliged to, give a written notice to the Purchaser that it elects to assume at its own expense the conduct of the defence against the Third Party Claim, including selection of legal advisors.
10.8	Irrespective of whether the defence against a Third Party Claim is conducted by the Purchaser/Company or the Seller:

11

(a)	that party shall keep the other party periodically and fully informed of the progress of the legal action and shall inform the other party sufficiently in advance so it can exercise its rights, attend hearing or similar proceedings and participate in the preparation of all written documents;
(b)	that party shall not assume any liability or make any settlement on behalf of the Company or the other party without that other party’s prior written consent which shall not be unreasonably withheld;
(c)	both parties shall co-operate in the defence of the Third Party Claim and the Purchaser shall to the extent permitted by applicable law:

(i)	procure that the Company gives reasonable access to the Seller, its representatives and advisors to all documents and information necessary to instruct a claim and to defend its own interests and the Company’s interests;
(ii)	provide, at the Seller’s expense, copies of those documents; and
(iii)	procure that the Company gives reasonable access to the Seller, its representatives and advisors to the Company’s employees, representatives and statutory auditors.

10.9	The Seller shall use its best efforts to cure the matter or circumstance which shall have given rise to a Claim within thirty (30) calendar days of receiving a Claim Notice (Cure Period). In the event that within the Cure Period, the Seller neither cures the matter or circumstance giving rise to the Claim nor disputes the Claim Notice, the Seller shall pay within ten Business Days from the end of the Cure Period to the Purchaser the requested amount of the Claim. If within the Cure Period the Seller notifies its disagreement to the Purchaser with the Claim, or the requested amount in either case, then the Seller shall within 20 (in words: twenty) Business Days from either the date of an amicable settlement between the Seller and the Purchaser, or, in the absence of an amicable settlement, the date of the relevant arbitral award in accordance with clause 23, pay to the Purchaser the agreed or adjudicated amount of the Claim.
10.10	If the defence against a Third Party Claim is conducted by the Seller, the corresponding amount of the Claim arising from such Third Party Claim shall be paid by the Seller to the Purchaser within ten Business Days from the date when the Company is required, pursuant to a final non-appealable court, arbitration or administration decision, expert determination or settlement agreement, to pay the Third Party Claim. Furthermore, if the Seller wishes to appeal against a decision in favour of the third party making the Third Party Claim and such appeal is subject to “vorläufige Vollstreckbarkeit” or such decision orders the Company to make a payment before a relevant appeal may be filed, the Seller will make such payment on behalf of the Company as a refundable advance the payment of which (i) does not impair in any event the Seller’s right to challenge the Claim; and (ii) shall be refunded to the Seller if the Third Party Claim in question is successfully appealed, to the extent that a Loss incurred by the Company in connection with the Third Party Claim is recovered by the Company.
10.11	The Purchaser shall (and procure that the Company shall) take all reasonable actions to avoid or mitigate any Losses that may give rise to a Claim. In all events and if possible, the Seller and the Purchaser agree to co-operate in good faith and provide each other with reasonable assistance in connection with any matter which is likely to give rise to a Claim.
10.12	The Warranties and any Claim shall be subject to the limitations and other provisions set out in this agreement and schedule 4.

12

10.13 Nothing in this agreement, schedule 4 or in the Disclosure Letter shall qualify or limit the liability of the Seller in relation to:

(a)	any of those Warranted Statements set out in paragraphs 1.3 (Ownership of the Shares), 1.12 (Insolvency), and 1.1(a) and (b) (Capacity and consequences of sale) of schedule 3;
	EXCEPT THAT notwithstanding any provisions of this agreement to the contrary, the maximum aggregate liability of the Seller in respect of any and all Claims under this agreement (including the Seller’s liability arising from the adjustment pursuant to clause 5) shall not exceed EUR 7,608,656 (in words: seven million six hundred and eight thousand six hundred and fifty six; and
	EXCEPT THAT notwithstanding any provisions of this agreement to the contrary, the liability of the Seller in relation to any of those Warranted Statements set out in paragraphs 1.12 (Insolvency), and 1.1(a) and (b) (Capacity and consequences of sale) of schedule 3 shall terminate on the fourth anniversary of Completion.
	Liability of the Seller in relation to Warranted Statements other than as set out in subclauses (a) and (b) above and other Claims under 9.2 shall be limited in accordance with paragraph 3.1 of Schedule 4.; or
(b)	to wilful misconduct (Vorsatz).

10.14	The Purchaser shall not have the right to make a Claim under clause 10.2 to the extent that provision for the matter in question is made, or its payment or discharge is reflected, in the Accounts or the Completion Statement or the adjustment pursuant to clause 6.
10.15	The Purchaser shall further not have the right to make a Claim to the extent that either:

(a)	it arises as a result only of a change in the legislation including but not limited to law of Taxation announced after the date of this agreement; or
(b)	it would not have arisen but for a change after Completion in GAAP and the accounting bases upon which the Company values its assets.

10.16 In case of a Claim other than for an adjustment pursuant to clause 6, the Seller shall settle it at its option by:

(a)	a cash payment to the Purchaser; or
(b)	the transfer to the Purchaser, of such number of the Consideration Shares as has a total value corresponding to the amount of the Claim, as set forth in the Escrow Agreement; or
(c)	a combination of (a) and (b).
	A transfer of Consideration Shares pursuant to clause 10.15 shall constitute a mutual set-off of the Seller’s obligation to pay the amount of the Claim against the Purchaser’s obligation to pay for the Consideration Shares.

11.	PURCHASER’S WARRANTIES
11.1	The Purchaser represents and warrants to the Seller that:

13

(a)	it has the power to execute and deliver this agreement, and each of the other Transaction Documents to which it is or will be a party, and to perform its obligations under each of them and has taken all action necessary to authorise such execution and delivery and the performance of such obligations;
(b)	this agreement constitutes, and each of the other Transaction Documents to which it is or will be a party will, when executed, constitute legal, valid and binding obligations of the Purchaser in accordance with its terms;
(c)	all authorisations from, and notices or filings with, any governmental or other authority that are necessary to enable the Purchaser to execute, deliver and perform its obligations under this agreement and each of the other Transaction Documents to which it is or will be a party have been obtained or made (as the case may be);
(d)	the Consideration Shares will be legally and validly issued and shall be free of any Encumbrance;
(e)	the Purchaser is a corporation duly organized and validly existing under the laws of the Netherlands and has all requisite corporate power to own its properties and carry on its business as now being conducted
(f)	there is no claim, action, lawsuit, arbitration, judicial or administrative proceeding pending or, to the knowledge of the Purchaser, threatened against the Purchaser, which questions the valid execution, delivery or performance by the Purchaser of its obligations under this agreement or any of the other documents referred to herein, or the consummation by the Purchaser of the transaction contemplated hereby; and
(g)	neither the execution of this agreement by the Purchaser nor the consummation or performance of the contemplated transaction by the Purchaser will give any person the right to prevent, delay, or otherwise interfere with the contemplated transaction pursuant to:

(i)	any provision of the Purchaser’s organizational documents;
(ii)	any resolution adopted by the board of directors or the shareholders of the Purchaser;
(iii)	any legal requirement or order to which the Purchaser may be subject; or
(iv)	any contract to which the Purchaser is a party or by which the Purchaser may be bound.

11.2	The Purchaser shall indemnify the Seller against any Losses suffered by the Seller arising from any of the Purchaser’s warranties which would be untrue or inaccurate.
12.	IMITIS
	As soon as practicable after Completion and in any event before 30th June, 2009, the Seller in co-operation with the Company, the French Seller and the Spanish Sellers shall procure completion of the following steps:

(a) IMITIS shall transfer to the Company all of its contracts with employees, Existing Clinical Research Agreements, intellectual property rights and fixed and other assets,

14

at a price to be mutually agreed by the Seller and the Purchaser, such price to be as low as possible subject to applicable law and transfer pricing regulations;

(b)	all shareholder indebtedness owed by IMITIS to the Company or the French Seller or the Spanish Sellers or any persons related to them shall be waived;
(c)	other liabilities owed by IMITIS to third parties shall be settled at the expense of the Seller, provided that such expense may be shared by the Seller, the French Seller and the Spanish Sellers, subject to their mutual agreement;
(d)	IMITIS shall enter into and complete winding-up/liquidation proceedings, provided that associated reasonable legal fees shall be borne by the Company. Any other costs or expenses shall be settled by the Seller, provided that such costs or expenses may be shared by the Seller, the German Seller and the Spanish Sellers subject to their mutual agreement.

12.2	All shareholder indebtedness owed by IMITIS to the Company and an amount of reasonable legal fees not exceeding EUR 5,000 and associated with the winding-up/liquidation proceedings of IMITIS as envisaged under clause 11.1(d); and all liabilities of IMITIS shall be ignored for the purposes of the calculation of the Actual Net Current Assets.
13.	PROTECTIVE COVENANTS
13.1	The Seller covenants with the Purchaser and the Company that he shall not:

(a)	be concerned in any business carrying on business in Germany, which is competitive with the Business; or
(b)	except on behalf of the Company, canvass or solicit orders for services similar to those being provided by the Company at Completion from any person who is at Completion or has been at any time within 2 years prior to Completion a client of the Company; or
(c)	induce or attempt to induce any person who is at Completion a director or senior employee of the Company to leave the employment of the Company; or
(d)	employ or attempt to employ any person who is at Completion a director or senior employee of the Company; or
(e)	do or say anything which is harmful to the reputation of the Company (provided that this shall not prevent the Seller from defending itself in any litigation with the Company, the Purchaser or the US Guarantor) or which may lead a person to cease to deal with the Company on substantially equivalent terms to those previously offered or at all; or
(f)	make use of or (except as required by law or any competent regulatory body) disclose or divulge to any third party any information of a secret or confidential nature relating to, or to the business or affairs of, the Company or to any of the employees, clients or suppliers of the Company (provided that this shall not prevent the Seller from defending itself in any litigation with the Company, the Purchaser or the US Guarantor); or

15

(g) use or (insofar as he/she can reasonably do so) allow to be used (except by the Company) any trade name used by the Company at Completion or any other name intended or likely to be confused with such a trade name.

13.2	The Seller’s obligations arising from the protective covenants stated in subclauses 13.1(a) to 13.1(e) above shall lapse upon the expiration of a period of 24 months after Completion.
13.3	For the purposes of this clause:

(a) a person is concerned in a business if he/she carries on the business as principal or agent or if:

(i)	is a partner, director, employee, secondee, consultant or agent in, of or to any person who carries on the business; or
(ii)	has any direct or indirect financial interest (as shareholder or otherwise) in any person who carries on the business; or
(iii)	is a partner, director, employee, secondee, consultant or agent in, of or to any person who has a direct or indirect financial interest (as shareholder or otherwise) in any person who carries on the business,

disregarding any financial interest of a person in securities which are listed or traded on any generally recognised market if that person, the Seller and any person connected with that person or any Seller (the Investors) are together interested in securities which amount to less than 5% of the issued securities of that class and which, in all circumstances, carry less than 5% of the voting rights (if any) attaching to the issued securities of that class, and provided that none of the Investors is involved in the management of the business of the issuer of the relevant securities or of any person connected with it otherwise than by the exercise of voting rights attaching to securities; and

(b) references to the Company include its successors in business.

13.4	Each of the restrictions in each paragraph or subclause above shall be enforceable independently of each of the others and its validity shall not be affected if any of the others is invalid.
13.5	If any of those restrictions is void but would be valid if some part of the restriction were deleted, the restriction in question shall apply with such modification as may be necessary to make it valid.
13.6	Notwithstanding any provision of this clause 13.6 the Seller shall be entitled to carry on his interests in Somni bene GmbH, Pragtis s.r.o. and Russlan Clinical Research Ltd.”.
14.	ANNOUNCEMENTS
14.1	No party shall, and each party shall procure that no adviser or other person connected with any of them shall, make any announcement concerning the sale or purchase of the Shares or any related or ancillary matter before, on or after Completion, without the other party’s prior approval which shall not be unreasonably withheld.

16

14.2	The Seller shall also procure that the Company and advisers and other persons connected with the Seller shall not make any announcement concerning the sale or purchase of the Shares or any related or ancillary matter on or before Completion.
14.3	Nothing in this clause prevents any announcement being made with the written approval of the other parties, which shall not be unreasonably withheld or delayed.
15.	NOTICES
15.1	Any notice or other communication to be given under this agreement shall be in writing (which includes fax but not email) in English and must be delivered in person, or sent by recognised international courier service, by recorded delivery letter or by fax to the party to whom it is to be given as follows:

(a)	to the Seller at:
	Ralf Kohnen
	Large Gasse 21
	Nuremberg
	Germany 90403
(b)	to the Purchaser at:
	ReSearch Pharmaceutical Services Netherlands B.V.
	Strawinskylaan 3105
	Atrium 1077ZX
	Amsterdam 96550
	The Netherlands
	Marked for the attention of Steven Bell and Dan Perlman
	with a copy at:
	ReSearch Pharmaceutical Services Inc.
	520 Virginia Drive
	Fort Washington, PA 19034
	USA
	Fax: +1 484-533-2018
	Marked for the attention of Steven Bell and Dan Perlman
	with a copy to the Purchaser’s counsel Allen & Overy Praha, Advokátní kancelář
	V Celnici 4 Prague 1, 110 00, Czech Republic
	Fax: + 420 222 107 107
	Marked for the attention of the managing partner

17

(c)	and US Guarantor at:
	ReSearch Pharmaceutical Services Inc.
	520 Virginia Drive
	Fort Washington, PA 19034
	USA
	Fax: +1 484-533-2018
	Marked for the attention of Daniel Perlman and Steven Bell,
	with a copy to the US Guarantor’s counsel Allen & Overy Praha, Advokátní kancelář
	V Celnici 4 Prague 1, 110 00, Czech Republic
	Fax: + 420 222 107 107
	Marked for the attention of the managing partner

or at any such other address or fax number of which it shall have given notice for this purpose to the other parties under this clause.

15.2 Any notice or other communication shall be deemed to have been given:

(a)	if delivered by hand or courier, at the time of delivery;
(b)	if sent by fax, on the date of transmission, if transmitted before 3.00 p.m. (local time at the country of destination) on any Business Day, and in any other case on the Business Day following the date of transmission, provided that a copy of the fax is sent by recorded delivery letter with acknowledgment of receipt within 2 (in words: two) Business Days; and
(c)	if sent by recorded delivery letter with acknowledgment of receipt on the date on which it is received within eight (8) calendar days after the registered letter is presented for the first time at the address of the receiving party.

15.3	In proving the giving of a notice or other communication, it shall be sufficient to prove that delivery was made or that the fax was properly addressed and transmitted, as the case may be.
15.4	This clause shall not apply in relation to the service of any summons, notice, order, judgment or other judicial document relating to or in connection with any proceedings, suit or legal action arising out of or in connection with this agreement.

18

16.	FURTHER ASSURANCES
16.1	On or after Completion the Seller shall, at his own cost and expense, execute and do (or procure to be executed and done by any other necessary party) all such deeds, documents, acts and things as the Purchaser may from time to time reasonably require in order to vest any of the Shares in the Purchaser or its assignee or as otherwise may be necessary to give full effect to this agreement and the other Transaction Documents.
16.2	In relation to the Company, the Seller shall procure the convening of all meetings, the giving of all waivers and consents and the passing of all resolutions as are necessary under statute, its constitutional documents or any agreement or obligation affecting it to give effect to this agreement and the other Transaction Documents.
17.	ASSIGNMENTS
17.1	The Purchaser may freely assign the benefit of this agreement and any other Transaction Document to a wholly owned subsidiary of the US Guarantor without the approval of the Seller and if it does so:

(a)	the assignee may enforce the obligations on the part of the Seller under this agreement and under any other Transaction Document as if it had been named in this agreement and any other Transaction Document as the Purchaser;
(b)	as between the Seller and the Purchaser, the Seller may nevertheless enforce this agreement and any other Transaction Document against the Purchaser and the US Guarantor as if the assignment had not occurred;
(c)	the assignment shall not in any way operate so as to increase the liability of the Purchaser or the Seller under this agreement or any other Transaction Document; and
(d)	the Purchaser shall remain jointly and severally liable with the assignee.

17.2	Except as permitted by this clause, none of the rights or obligations under this agreement or any other Transaction Document may be assigned or transferred without the prior written consent of the Seller and the Purchaser.
18.	PAYMENTS
18.1	Unless otherwise expressly stated (or as otherwise agreed in the case of a given payment), each payment to be made under this agreement (including any payment by the US Guarantor) shall be made in Euro by transfer of the relevant amount into the account of the party due to receive the payment. Such account shall, not less than three (3) Business Days before the date that payment is due, be notified in writing by the party receiving payment to the party due to make the payment.
18.2	If a party defaults in making any payment when due of any sum payable under this agreement, it shall pay interest on that sum from (and including) the date on which payment is due until (but excluding) the date of actual payment (after as well as before judgment) at an annual rate of LIBOR plus 2 per cent, which interest shall accrue from day to day and be compounded monthly.
18.3	If the Seller or the Purchaser, as the case may be, is required by law to make a deduction or withholding in respect of any sum payable under this agreement, the Seller or the Purchaser, as the case may be, shall, at the same time as the sum which is the subject of the deduction or

19

withholding is payable, make a payment to the Purchaser or Seller, as the case may be, of such additional amount as shall be required to ensure that the net amount received by the Purchaser or the Seller, as the case may be, will equal the full amount which would have been received by it had no such deduction or withholding been required to be made.

18.4	Without prejudice to any other rights or remedies available to it, the Purchaser may deduct from any amount payable by it under this agreement any sum due to it under the provisions of clause 10. This right shall not be assignable by the Purchaser to a third party without the Seller’s consent except as a part of an assignment pursuant to clause 17.1.
18.5	Unless provided otherwise in this agreement, any payment under this agreement shall be made in euros. For the purpose of USD/EUR conversion under this agreement, the applicable USD/EUR rate shall be the nominal effective exchange rate quoted by the European Central Bank at the date of the relevant Claim Notice in case of a Claim and in other cases the due date for making the relevant payment.
19.	GENERAL
19.1	Each of the obligations, Warranties and undertakings set out in this agreement (excluding any obligation which is fully performed at Completion) shall continue in force after Completion and shall not be affected by the waiver of any Condition or any notice given by the Purchaser in respect of any Condition.
19.2	Except as otherwise expressly provided in this agreement each party shall pay the costs and expenses incurred by it in connection with the entering into and completion of this agreement. Registration duties or similar levies that may become payable as a result of this agreement or the transfer of the Shares pursuant thereto shall be borne by the Purchaser.
19.3	This agreement may be executed in any number of counterparts, all of which, taken together, shall constitute one and the same agreement, and any party (including any duly authorised representative of a party) may enter into this agreement by executing a counterpart. Facsimile signatures shall be valid and binding to the same extent as original signatures.
19.4	The rights of each party under this agreement:

(a)	may be exercised as often as necessary;
(b)	except as otherwise expressly provided in this agreement, are cumulative and not exclusive of rights and remedies provided by law; and
(c)	may be waived only in writing and specifically.

Subject to the exercise of the Purchaser’s rights within the time limits set out in clause 10 above, delay in exercising or non-exercise of any such right is not a waiver of that right.

20.	WHOLE AGREEMENT
20.1	This agreement and the other Transaction Documents contain the whole agreement between the parties relating to the transactions contemplated by the Transaction Documents and supersede all previous agreements, whether oral or in writing, between the parties relating to

20

these transactions. Except as required by statute, no terms shall be implied (whether by custom, usage or otherwise) into this agreement.

20.2	Each party acknowledges that in agreeing to enter into this agreement and the other Transaction Documents it has not relied on any express or implied representation, warranty, collateral contract or other assurance (except those set out in the Transaction Documents) made by or on behalf of any other party before the entering into of this agreement. Each party waives all rights and remedies which, but for this subclause 20.2, might otherwise be available to it in respect of any such representation, warranty, collateral contract or other assurance.
20.3	Nothing in this clause 20 shall limit or exclude any liability for wilful misconduct (Vorsatz).
21.	GUARANTEES
21.1	The US Guarantor hereby irrevocably guarantees to the Seller the fulfilment of all of the Purchaser’s obligations under this agreement, should the Purchaser not fulfil them when due.
21.2	The obligations of the US Guarantor under this clause 21 shall survive termination of this agreement (a) as to any obligations of the Seller or the Purchaser (as relevant) which survive termination of this agreement, and (b) as to any obligations of the Seller or the Purchaser (as relevant) which remained unsatisfied as of the termination of this agreement.
21.3	The US Guarantor hereby represents and warrants to the Seller that:

(a)	the US Guarantor has the power to execute this agreement and validly perform its obligations hereunder;
(b)	the US Guarantor is a corporation duly organized and validly existing under the laws of the State of Delaware, United States of America;
(c)	the execution, delivery and performance by the US Guarantor of its obligations under this agreement do not violate or conflict with any of the terms or provisions of the certificate of incorporation or by-laws of the US Guarantor;
(d)	the execution, delivery and performance of this agreement and the other documents contemplated hereby are within the corporate power and authority of the US Guarantor, have been duly authorized by all necessary corporate action on the part of the US Guarantor and constitute valid and binding agreements for the US Guarantor, enforceable against it in accordance with its terms;
(e)	there is no claim, action, lawsuit, arbitration, judicial or administrative proceeding pending or, to the knowledge of the US Guarantor, threatened against the US Guarantor, which questions the valid execution, delivery or performance by the US Guarantor of its obligations under this agreement or any of the other documents referred to herein, or the consummation by the US Guarantor of the transaction contemplated hereby;
(f)	the US Guarantor has filed or furnished, as applicable, all required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished, as applicable, by it with the US Securities and Exchange Commission (the SEC) since December 1, 2007. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents

21

(including those that Parent may file subsequent to the date hereof until the Effective Time) are referred to herein as the SEC Reports. As of their respective dates, the SEC Reports (i) were prepared in accordance with and complied in all material respects with the requirements of the US Securities Act of 1933, as amended, or the US Securities Exchange Act of 1934, as amended (the Exchange Act), as the case may be, and the rules and regulations of the SEC thereunder applicable to such SEC Reports, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the US Guarantor’s subsidiaries is required to file any forms, reports or other documents with the SEC;

(g)	The financial statements of the US Guarantor included in the SEC Reports, as of their respective dates, comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles (US GAAP) (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the US Guarantor and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements to normal year-end adjustments);
(h)	the US Guarantor has no material liabilities of the type required by US GAAP to be reported in a balance sheet included in a Quarterly Report on Form 10-Q or Annual Report on Form 10-K other than (i) those required to be set forth or adequately provided for in the balance sheet included in the US Guarantor’s most recently filed Quarterly Report on Form 10-Q (including the notes thereto, the “Balance Sheet”), or (ii) those incurred in the ordinary course of business since the date of the Balance Sheet, consistent with past practices;
(i)	Except as disclosed in the SEC Reports, since the date of the most recent unaudited financial statements included in the SEC Reports and through the date of this agreement, there has not been (i) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of the US Guarantor’s capital stock, (ii) any amendment of any provision of the certificate of incorporation or bylaws of, or of any material term of any outstanding security issued by, the US Guarantor, (iii) any material change in any method of accounting or accounting practice by the US Guarantor except for any such change required by a change in US GAAP, or (iv) any split, combination or reclassification of any of its capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of, or in substitution for shares of its capital stock..

22

21.4	The US Guarantor covenants and agrees that it shall not cancel the trading of its common stock on AIM prior to December 31, 2008.
21.5	The US Guarantor shall indemnify the Seller against any Losses suffered by the Seller resulting from any of the US Guarantor’s warranties being untrue or inaccurate.
22.	GOVERNING LAW
	This agreement and any non-contractual obligations arising out of or in connection with it shall be governed by German law excluding the United Nations Convention on Contracts for the International Sale of Goods and further excluding the conflict of laws provisions of the Federal Republic of Germany.
23.	DISPUTE RESOLUTION
	All disputes arising out of or in connection with this Agreement, shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by a single arbitrator, if the dispute involves an amount of less than EUR 500,000, and by three arbitrators, if the dispute involves an amount of EUR 500,000 or more, to be appointed in accordance with those Rules. The place of arbitration shall be Geneva, Switzerland and the language of proceedings shall be English, except that this shall not require the translation into English language of documentary evidence.
24.	LANGUAGE
	Except with respect to the Service Agreements, and subject to clause 23 above the language of this agreement and the transactions envisaged by it is English and all notices to be given in connection with this agreement must be in English. All demands or requests to be provided in connection with this agreement and the transactions envisaged by it must be in English or accompanied by a certified English translation; in this case the English translation prevails unless another language is used in this agreement or the document or communication is a statutory or other official document or communication, in which case that other language shall prevail.

AS WITNESS this agreement has been signed by the parties (or their duly authorised representatives) on the date stated at the beginning of this agreement.

23

SCHEDULE 1

GROUP COMPANIES

PART 1

COMPANY

Company name:	IMEREM Institute for Medical Research Management and Biometrics / Institut für medizinisches Forschungsmanagement und Biometrie Gesellschaft mit beschränkter Haftung Ein unabhängiges Forschungsunternehmen
Registered seat and number:	Nuremberg, commercial register of the local court of (Amtsgericht) Nuremberg HRB 12692
Registered office:	Scheurlstr. 21, 90478 Nuremberg, Germany
Date and place of incorporation:	11 July 1990, Offenbach a.M., Germany
Directors:	Dr. Dr. Ralf Kohnen; Peter Windisch
VAT number:	DE132762815
Accounting reference date:	31 December
Auditors:	None
Share capital:	DEM 50,000

PART 2

IMITIS

Company name:	IMITIS SAS
Registered number:	498 218 908 R.C.S. Nanterre
Registered office:	60 Rue Carnot, 92100 Boulogne Billancourt
Date and place of incorporation:	30 May 2007, France
Directors:
Secretary:
Accounting reference date:
Auditors:
Authorised capital:
Issued capital:
Shareholders:	IMEREM Institut für medizinisches Forschungsmanagement und Biometrie GmbH	No. of shares: [___ ]
	INFOCIENCIA S.L.	No. of shares: [___ ]
	M&M Clinical Research Enterprise	No. of shares: [___ ]
	THERAPHARM RECHERCHES TH.R.	No. of shares: [___ ]

24

SCHEDULE 2

LEASEHOLD PROPERTIES

Description:	office building at Scheurlstr. 21, 90478 Nuremberg, Germany
Date of and parties to lease:
Legal owner:
Beneficial owner:
Term:
Present rent:
Next rent review:
Present use:

25

SCHEDULE 3

WARRANTIES

1.	GENERAL
1.1	Capacity and consequences of sale
(a)	The Seller has the requisite capacity, power and authority to execute and deliver this agreement and each of the other Transaction Documents and to perform his obligations under each of them and has taken all action necessary to authorise such execution and delivery and the performance of such obligations.
(b)	Each of the other Transaction Documents to which the Seller is or will be a party will, when executed, constitute legal, valid and binding obligations of the Seller in accordance with its terms.
(c)	The execution and delivery by the Seller of this agreement and of each of the other Transaction Documents and the performance of the obligations of the Seller under it and each of them do not and will not:

(i) conflict with or constitute a default under any provision of:

(A)	any agreement or instrument to which the Seller or the Company is a party; or
(B)	the constitutional documents of the Company; or
(C)	any law, lien, lease, order, judgment, award, injunction, decree, ordinance or regulation or any other restriction of any kind or character by which the Seller or the Company is bound; or

(ii)	relieve any other party to a contract with the Company of its obligations or enable that party to vary or terminate its rights or obligations under that contract; or
(iii)	result in the creation or imposition of any Encumbrance on any of the Shares or any of the property or assets of the Company.

(d)	All consents or authorisations from, and notices or filings, other than those relating to issuance and offer of the Consideration Shares, with, governmental or other German authority (other than anti-trust authorities) or any other third person that are necessary to enable the Seller to execute, deliver and perform its obligations under this agreement and each of the other Transaction Documents have been obtained or made (as the case may be) and are in full force and effect and all conditions of each such authorisation have been complied with.
1.2	Recitals and Schedules
(a)	The particulars relating to the Company and the Properties set out in the recitals and the Schedules to this agreement are true and accurate.
(b)	All information supplied by the Seller to the Purchaser or its agents and advisers is accurate and complete in all material respects.

26

1.3	Ownership of the Shares
(a)	The Shares constitute the whole share capital of the Company and are fully paid up. No repayments have been made.
(b)	The Seller is the sole owner of the Shares and has full power, right and authority to transfer such Shares to the Purchaser.
(c)	No person is entitled or has claimed to be entitled to require the Company to issue any share or loan capital either now or at any future date whether contingently or not.
(d)	There is no Encumbrance on, over or affecting any of the Shares and no person has claimed to be entitled to any such Encumbrance.
1.4	Subsidiaries and associations
(a)	The Company holds a 20% shareholding in IMITIS free from any Encumbrance.
(b)	IMITIS has been duly incorporated and properly formed and is validly existing under French law.
(c)	Other than as set out in the Disclosure Letter, IMITIS holds no assets, has no employees, is not a party to any Clinical Trials Agreements or any other agreement and conducts no business and has no liabilities.
(d)	The Company:

(i)	does not hold nor beneficially owns nor has agreed to acquire any securities of any other company other than IMITIS; or
(ii)	is not, nor has agreed to become, a member of any partnership (whether incorporated or unincorporated) or other unincorporated association, joint venture or consortium (other than recognised trade associations).

(e)	Other than as set out in the Disclosure Letter, IMITIS has no other outstanding indebtedness owing from IMITIS to the Seller, or any person connected with the Seller.
1.5	Seller’s other interests
	Neither the Seller nor any person connected with the Seller is concerned in any business which is competitive with the business of the Company.
1.6	Constitutional documents, statutory books and returns
(a)	The Company has been duly incorporated and properly formed and is validly existing under German law.
(b)	The copy of the by-laws is accurate in all material respects and has annexed or incorporated copies of all resolutions or agreements required by applicable laws to be so annexed or incorporated.
(c)	The register of members and other statutory books and registers of the Company have been properly kept in all material respects and no notice or allegation that any of them is incorrect or should be rectified has been received.

27

(d)	All returns, particulars, resolutions and other documents which the Company is required by law to file with or deliver to the registrar of companies or his equivalent have been correctly made up in all material respects and duly filed or delivered.
1.7	Licences and consents
	The Company has, and has at all times in all material respects complied with the terms and conditions of, all licences (including statutory licences), authorisations and consents necessary to own and operate its assets and to carry on its business as it does at present and no circumstances exist which may result in the termination, revocation, suspension or modification of any of those licences, authorisations or consents or that may prejudice the renewal of any of them.
1.8	Compliance with statutes
	Neither the Company, nor any of the managing directors, or to the best of the Seller’s knowledge, employees of the Company (during the course of his duties), has done or omitted to do anything material which is a contravention of any statute, order, regulation or the like which has resulted or may result in any fine, penalty or other liability or sanction on the part of the Company.
1.9	Litigation
(a)	The Company is not engaged in any litigation, arbitration or alternative dispute resolution proceedings and there are no such proceedings threatened in writing by or against the Company.
(b)	So far as the Seller is aware, there are no circumstances which are likely to give rise to any litigation, arbitration or alternative dispute resolution proceedings by or against the Company.
(c)	The Company is not the subject of any investigation, inquiry, enforcement proceedings or process by any governmental, administrative or regulatory body nor, so far as the Seller is aware, are there any circumstances which are likely to give rise to any such investigation, inquiry, proceedings or process.
1.10	Ownership of assets
(a)	At the Accounts Date all the assets included in the Accounts were owned by the Company and full and accurate particulars of all fixed assets acquired or agreed to be acquired by the Company since the Accounts Date are set out in the Disclosure Letter.
(b)	Except for current assets offered for sale or sold in the ordinary course of business, the Company has not since the Accounts Date disposed of any of the assets included in the Accounts or any assets acquired or agreed to be acquired since the Accounts Date.
(c)	None of the property, assets, goodwill of the Company is subject to any Encumbrance.
(d)	The assets of the Company comprise all the assets necessary for the continuation of its business as carried on at the date of this agreement.
1.11	Vulnerable prior transactions
	There has been no transaction pursuant to or as a result of which (i) any of the Shares or (ii) any asset owned, purportedly owned or otherwise held by the Company is liable to be

28

	transferred or re-transferred to another person or which gives or may give rise to a right of compensation or other payment in favour of another person under the law of any relevant jurisdiction.
1.12	Insolvency
(a)	For the purposes of this paragraph, Insolvency Proceedings means any form of bankruptcy, liquidation, receivership, administration, or scheme with creditors, interim or provisional supervision by the court or court appointee, whether in the jurisdiction of the place of incorporation or in any other jurisdiction, whether in or out of court.
(b)	The Company or any part of its assets is not subject to any Insolvency Proceedings.
(c)	The Company has not stopped or suspended payment of its debts, become unable to pay its debts or otherwise become insolvent in any relevant jurisdiction.
(d)	There are no circumstances which require or would enable any Insolvency Proceedings to be initiated which would be reasonably likely to be successful in respect of the Company or any part of its assets or undertaking of the Company.
(e)	There are no transactions capable of being set aside, stayed, reversed, avoided or affected in whole or in part by any Insolvency Proceedings pending on the date of this agreement in relation to the Company or any person with whom the Company has dealt or any of its assets or undertaking (whether or not such proceedings have commenced) whether as transactions at undervalue, in fraud of or against the interests of creditors, preferences or Paulian actions or similar concepts or legal principles.
1.13	Environmental matters
(a)	In this paragraph:

(i)	Dangerous Substance means any natural or artificial substance or thing (whether in a solid, liquid, gas, vapour or other form) that is capable (alone or in combination) of causing harm to man or any other living organism or of damaging the Environment or public health or welfare (including controlled, clinical, special or hazardous waste, polluting, toxic or dangerous substances, radiation, noise, vibration, electricity and heat);
(ii)	Environment means any or all of the following media: air (including air within any building or other natural or man-made structure whether above or below ground), water (including surface waters, underground waters, groundwater, coastal and inland waters and water within any natural or man-made structure), land (including land under water, surface land and sub-surface land), flora, fauna, ecosystems and man;
(iii)	Environmental Law means any and all applicable laws and regulations, judgments, orders and decisions concerning the protection of the Environment, human health or welfare, the conditions of the workplace or the generation, transportation, storage, treatment or disposal of any Dangerous Substance;
(iv)	Regulatory Authority means any governmental authority, agency, or any other court having jurisdiction over the Company in respect of any Environmental Law;
(v)	Relevant Property means any property or part thereof now or previously owned, leased, occupied or controlled by the Company;

29

(b)	Neither the Seller nor the Company has received any notice or other communication from which it appears that the Company has been, is or may be in violation of any Environmental Law.
(c)	No Dangerous Substance has been used, disposed of, stored, transported, or emitted at, on, from or under any Relevant Property nor has the Company or any other person or entity for which the Company can be liable, disposed of, stored, transported, or emitted any Dangerous Substance at, on, from or under any other place.
(d)	A copy of all environmental or health and safety assessments, audits, reviews or investigations, whether in draft or final form, which concern in whole or in part (directly or indirectly) the current or previous operations of the Company or any matter relating to the Environment at any Relevant Property and which are in the possession or control of the Seller or the Company, are set out in or annexed to the Disclosure Letter.
(e)	The Company will not be responsible (wholly or in part) for the performance of any injunction by a Regulatory Authority or any court decision for any clean up or other corrective action in relation to any Relevant Property or is subject to any investigation or inquiry by any Regulatory Authority at any Relevant Property.
(f)	Neither the Seller, nor the Company has ever stored waste on, treated waste at or transported waste onto any Relevant Property.

30

2.	ACCOUNTS AND FINANCIAL
2.1	Accuracy of Accounts
	The Accounts:

(i)	have been prepared in accordance with GAAP and the applicable law and regulations;
(ii)	when legally required have been audited by a certified auditor who has rendered an auditor’s certificate without qualification;
(iii)	correctly state the assets and liabilities of the Company and give a true and accurate view of the state of affairs of the Company as at the Accounts Date and of the profit or loss of the Company for the period ended on the Accounts Date or (as the case may be) in respect of the periods for which they were prepared;
(iv)	contain in accordance with GAAP either provisions adequate to cover all Taxation and other liabilities (including with regard to pension accruals based on the most recent version of the actuarial schedules of Dr Heubeck Institute) of the Company as at the Accounts Date; and
(v)	have been duly filed in accordance with applicable law.

2.2	Valuation of work in progress and fixed assets
(a)	The Accounts have been prepared applying and adopting the same policies, methods and procedures as were applied and adopted in the Company’s accounts for the financial period ending 31 December 2006.
(b)	In the Accounts there are adequate provisions in accordance with GAAP for any losses in respect of ongoing projects and/or work in progress to the extent that such losses shall be reasonably determined.
2.3	Trade receivables
(a)	Trade receivables included in the Accounts have realised or will realise, in the ordinary course of collection, their nominal amounts less any provisions for bad and doubtful debts included in the Accounts.
(b)	To the best of the Seller’s knowledge, any debt owing to the Company at the date of this agreement (other than the debts included in the Accounts) will in the ordinary course of collection realise its nominal amount less any provisions for bad and doubtful debts included in the Accounts.
2.4	Books and records
	All accounts, books, ledgers and other financial records of the Company have been properly maintained in all material respects and give a true and accurate view of the matters which ought to appear in them and where required by law have been duly filed.
2.5	Position since Accounts Date
	Since the Accounts Date:

31

(a)	The Company has conducted its business in the ordinary course of business;
(b)	the Company has not entered into any contract not in the ordinary course of business;
(c)	there has been no material deterioration in the turnover, the trading performance or the financial position of the Company;
(d)	the Company has paid its creditors within the times agreed with them;
(e)	no asset of a value or price in excess of EUR 50,000 has been acquired or disposed of or agreed to be acquired or disposed of by the Company on the fixed assets account, and no contract involving expenditure by it on the fixed assets account in excess of EUR 50,000 in total has been entered into by the Company;
(f)	no dividend or other distribution of profits or assets nor any bonus or similar payments to the Seller has been declared, made or paid by the Company other than as set out in Part 4 of Schedule 6;
(g)	no resolution of the Company in a shareholder meeting has been passed (including, in particular but without limitation to, a resolution to issue share capital) other than normal resolutions in the annual shareholders meeting;
(h)	no event has occurred which would entitle any third party (with or without the giving of notice) to call for the repayment of indebtedness of the Company prior to the normal maturity date;
(i)	the Company has not made any payment or incurred any liability to the Seller except in the ordinary course of business on normal commercial terms; and
(j)	no fixed asset of the Company has been re-valued.

2.6	Dividends and distributions
	All dividends or other distributions of profits or assets declared, made or paid have been declared, made and paid in accordance with law and its constitutional documents.
2.7	Borrowings, loan capital and guarantees
(a)	Except as disclosed in the Accounts and in the Disclosure Letter, the Company has not outstanding any loan capital or any money borrowed, including money raised by acceptances or debt factoring, or any liability (whether present or future, actual or contingent) in respect of any guarantee or indemnity given in respect of a third party’s liability.
(b)	The total amount borrowed by the Company does not exceed (i) any limitation on borrowing contained in its constitutional documents or (ii) any limitation in any contract or arrangement to which it is a party (including its overdraft facilities).
2.8	Government grants
	The Company is not subject to any arrangement for receipt or repayment of any grant, subsidy or financial assistance from any governmental department or other body.

32

2.9	Loans
	The Company has not lent any money which has not been repaid to it or owns the benefit of any debt (whether present or future, actual or contingent) other than loans stated in the Accounts or in the Disclosure Letter and included in Required Net Current Assets.
2.10	Shareholder Debt
	As contemplated in clause 9, the Shareholder Debt has been agreed by the parties and set out in Schedule 6 Part 4. There is no other outstanding indebtedness owing from the Company to the Seller or any person connected with the Seller. There are no amounts owed to the Company by the Seller or any person connected with the Seller.

33

3.	COMMERCIAL
3.1	Clients
	The Disclosure Letter contains a complete and accurate list of clients of the Company in respect of each of which during the two financial years immediately preceding the Accounts Date a volume in excess of 5 per cent of the annual turnover was realised.
3.2	Contracts and outstanding offers
(a)	The Company has observed and performed in all material respects the terms and conditions on its part to be observed and performed under each of the contracts to which it is a party.
(b)	The Company will not be required after the date of this agreement to undertake any work or supply any services, except on normal commercial terms under a contract entered into on or before the date of this agreement.
(c)	No offer, tender or the like which is capable of being converted into an obligation of the Company by an acceptance or other act of some other person is outstanding, except in the ordinary course of the business of the Company.
3.3	Material contracts
(a)	The Disclosure Letter contains a complete and accurate list of all Clinical Trials Agreements and all contracts, arrangements, or obligations (a) to which the Company is a party and (b) which:

(i)	is of a value of more than 10 per cent of the turnover of the Company expected by the Seller for the current financial year or is for a term 3 years or more from its effective date; or
(ii)	is not in the ordinary course of the Company’s business; or
(iii)	is expected by the Seller to result in a loss to the Company on completion of performance; or
(iv)	is of an onerous nature or cannot be fulfilled or performed by the Company on time and without undue or unusual expenditure of money or effort; or
(v)	involves the supply of services the aggregate value of which will represent in excess of 10% of the turnover of the Company expected by the Seller for the current financial year; or
(vi)	requires payment of any sum by the Company in any currency other than Euro; or
(vii)	is for the provision of management or similar services to the Company and which is not terminable by the Company on less than three months’ notice without compensation,

	(together the Material Contracts).
(b)	The Company has not received any notice of default under any of its Material Agreements.

34

3.4	Agencies etc.
	The Company is not a party to any agency, distributorship, marketing, purchasing, manufacturing or licensing agreement or arrangement; or any agreement or arrangement which restricts its freedom to carry on the whole or any part of its business in any part of the world in such manner as it thinks fit.
3.5	Confidential information
	To the best of the Seller’s knowledge, neither the Company nor any predecessor in business of the Company has during the two years prior to the date of this agreement (except (A) in the normal and proper course of the Company’s day-to-day business or (B) to the Company’s professional advisers or (C) as required by law and regulations or to obey a court order or to defend itself in any litigation proceedings or the like) disclosed to any person other than the Purchaser:

(i)	any of the secret or confidential information or property of the Company, including any financial information, plan, statistics, document, file, client list, marketing information, records or papers; or
(ii)	any other information relating to the Company’s business or affairs the disclosure of which might or could cause loss or damage to or adversely affect the Company; or
(iii)	any secret or confidential information relating to any customer, client, employee or agent of the Company or to any other person who has or has had any dealings with the Company.

3.6	Intellectual property
(a)	No activities of the Company (or of any licensee under any licence granted by the Company) infringe or are likely to infringe any Intellectual Property Right of any third party and no written claim has been made against the Company or any such licensee in respect of such infringement.
(b)	Full and accurate particulars of all registered Intellectual Property Rights (including applications to register the same) and all commercially significant unregistered Intellectual Property Rights owned or used by the Company are set out in the Disclosure Letter. Each such Intellectual Property Right is legally and beneficially owned, free from any Encumbrance, solely by the Company identified in the Disclosure Letter as its owner.
(c)	Full and accurate particulars of or, in the case of a document, a copy of all licence and other agreements relating to any Intellectual Property Right to which the Company is a party (whether as licensor or licensee) or which relate to any Intellectual Property Right owned by the Company are set out in or annexed to the Disclosure Letter. The Company is not in material breach of any such agreement and, to the best of the Seller’s knowledge, no third party is in material breach of any such agreement.
(d)	All the Intellectual Property Rights referred to in subparagraph 3.6(b) above and all the agreements referred to in subparagraph 3.6(c) above are valid and subsisting and nothing material has been done or omitted to be done by the Company, and, so far as the Seller is aware, nothing material has been done or omitted to be done by any third party, which would materially jeopardise the validity or subsistence of any of such Intellectual Property Rights or of any of such agreements. None of such Intellectual Property Rights or agreements is

35

	subject to or contains any restriction which adversely affects the Company’s ability to use it for the purpose of its business.
(e)	The Company owns or has licensed to it all Intellectual Property Rights it requires to carry on its business as such business has been carried on during the year prior to the date of this agreement. None of such Intellectual Property Rights nor the Company’s ability to use any of such Intellectual Property Rights will be affected by the execution and completion of this agreement and acquisition, direct or indirect, of the Shares by the Purchaser.
(f)	To the best of the Seller’s knowledge there has been no unauthorised use by any person of any Intellectual Property Right or confidential information of the Company.
3.7	Equipment
	Each item of equipment of the Company, owned or used by it:

(a)	is in good repair and condition (subject to fair wear and tear);
(b)	is in satisfactory working order; and
(c)	has been properly serviced and maintained.

3.8	Insurance
(a)	All the assets and undertaking of the Company of an insurable nature (including the Properties) are and have at all material times been insured in amounts representing their full replacement or reinstatement value against risks normally insured in Germany by persons carrying on in Germany the same classes of business as those carried on by the Company and the Company is now and has at all material times been adequately covered against accident, damage, injury, third party loss and other risks normally covered by insurance as well as any liabilities that may arise under any Past Agreement.
(b)	A copy of each of the insurance policies effected in whole or in part for the benefit of the Company and current as at the date of this agreement are set out in or annexed to the Disclosure Letter.
(c)	All such insurance policies are currently in full force and effect and nothing material has been done or omitted to be done (including any failure to report on a timely basis any matter or circumstance to the insurer concerned) which could make any such policy void or voidable in whole or in part and there is no claim outstanding under any such policy.
(d)	The Company has, and has had, all insurances required by applicable law.
(e)	No insurance policies under which the Company claims have been made, or could in future be made, contain any relevant change of control or other relevant cancellation or price increase clause.
3.9	Data and records
(a)	For the purposes of this paragraph, Data Protection Legislation means applicable laws and regulations in Germany concerning the protection and/or processing of personal data.
(b)	All the records and all data and information of the Company are recorded, stored, maintained, operated or otherwise held exclusively by the Company and are not wholly or partly

36

	dependent on any facilities or means (including any electronic, mechanical or photographic process, computerised or otherwise) which are not under the exclusive ownership and control of the Company. The Company has not disclosed to any third party any such records, data or information.
(c)	The Company has complied in all material respects with all relevant requirements of Data Protection Legislation, including:

(i)	the data protection principles established in that legislation;
(ii)	requests from data subjects for access to data held by it; and
(iii)	the requirements relating to the notification by data controllers to the relevant data protection regulator of their processing of personal data.

(d)	The Company has not received any notice from any data protection regulator in any jurisdiction, a data controller or a data subject alleging non-compliance with any Data Protection Legislation (including data protection principles), requiring the Company to change or delete any data or prohibiting any transfer of data.
(e)	No individual has claimed compensation in writing from the Company under any Data Protection Legislation, including for unauthorised or erroneous processing or loss or unauthorised disclosure of data.
3.10	Business names
	The Company carries on business under its own corporate name and under the IMITIS name and not any other name.
3.11	Powers of attorney
	The Company has not granted any power of attorney or similar authority which remains in force.
3.12	Systems compliance
(a)	For the purposes of this paragraph, Systems means all the software, hardware and technology that are material to the Company in connection with the operation of its business as currently conducted.
(b)	Neither the Company nor, to the best of the Seller’s knowledge, any third party, is in material breach of any material agreement relating to the Systems to which the Company is a party.
(c)	The Company is the exclusive owner and has direct control of and/or is validly licensed or otherwise authorised to use the Systems. The Systems and the Company’s ability to use all or any part of the Systems will not be affected by the execution and completion of this agreement or acquisition, direct or indirect, of the Shares by the Purchaser.
(d)	The Systems have been maintained in accordance with the manufacturer’s instructions. There have been no security breaches, breakdowns, malfunctions, data loss, failures or other defects in the Systems in the two year period ended on the date of this agreement which have had a material adverse effect on the operations of the Company.

37

4.	TAXATION
4.1	General
(a)	All Taxation of any nature whatsoever for which the Company is liable and which has fallen due for payment has been duly paid.
(b)	All notices, computations, returns and ancillary filings which ought to have been given or made, have been properly and duly submitted by the Company to the relevant Taxation authorities and all information, notices, computations and returns submitted to such authorities are true, accurate and complete and are not the subject of any material dispute nor are likely to become the subject of any material dispute with such authorities. All records which the Company is required to keep for Taxation purposes or which would be needed to substantiate any claim made or position taken in relation to Taxation by the Company, have been duly kept and are available for inspection at the premises of the Company.
(c)	Other than previously disclosed, the Company has not asked for any extensions of time for the filing of any tax returns or other documents relating to Taxation.
(d)	All claims or other requests for any particular treatment relating to Taxation that have been taken into account in computing any amount in the Accounts have been duly made and are not likely to be disputed by any Taxation authority.
(e)	The amount of Taxation chargeable on the Company during the statutory limitation period in each relevant jurisdiction has not been affected to any material extent by any concession or agreement with any Taxation Authority (not being a concession or agreement available to companies generally). The Company is not subject to a special regime in respect of Taxation.
(f)	The Company within the statutory limitation period in each relevant jurisdiction has not paid or become liable to pay, nor are there any circumstances by reason of which it is likely to become liable to pay any interest, penalty, surcharge or fine relating to Taxation.
(g)	The Company within the past twelve months has not been subject to or is currently subject to any investigation, audit or visit by any Taxation or excise authority, and neither the Seller nor the Company are aware of any such investigation, audit or visit planned for the next twelve months.
4.2	Payments
	All rents, interest and other amounts paid or payable by the Company in the period since the Accounts Date, or for which there is a subsisting obligation for the Company to pay in the future, are or will be wholly allowable as deductions or charges in computing the income of the Company for Taxation purposes subject to the applicable laws.
4.3	Deductions and withholdings
(a)	The Company has made all deductions in respect, or in account, of any Taxation from any payments made by it which it is obliged or entitled to make and has accounted in full to the appropriate authority for all amounts so deducted.
(b)	The Company has not received any notice from any Taxation Authority which required or will require any of them to withhold Taxation from any payment made since the Accounts

38

	Date (in respect of which such withheld Taxation has not been accounted for in full to the appropriate authority).
4.4	Depreciation and tax bases
	The Seller does not anticipate any challenge to be made to the Company’s treatment of depreciation of any asset for Taxation purposes.
4.5	Capital gains

The Company has not disposed of or acquired any assets since the Accounts Date in circumstances such that the disposal price or acquisition cost of the asset would be treated for Taxation purposes as being different from the consideration given or received.

4.6	Tax grouping
(a)	The Company has not, nor at any time in the past has had, its tax affairs dealt with on a consolidated basis nor have any of them entered into any tax sharing arrangement (including without limitation any arrangement under which tax losses or tax reliefs are surrendered or claimed or agreed to be surrendered or claimed) in respect of its profits, gains or losses, except as set out in the Disclosure Letter which gives full details of any such arrangement that the Company has entered into. Such details include a list with registered names and particulars of any companies or entities which at any time have participated or are currently participating in such arrangement as well as full details explaining the scope of the arrangement.
(b)	Except as provided in the Accounts the Company is not, or will not be, under any obligation to make or have any entitlement to receive any payment in respect of any period ending on or before the Accounts Date under any arrangements referred to in sub-paragraph 4.6(a) above.
4.7	Completion
	No charge to Taxation will arise on the Company by virtue (whether alone or in conjunction with any other fault or circumstance) of the entering into and/or completion of the agreement.
4.8	Tax Residence
	The Company is not treated for any Taxation purpose as resident in a country other than the country of its registered seat and the Company has not, nor has had in the past a branch, agency or permanent establishment in a country other than the country of its registered seat.
4.9	Secondary liability
	The Company is not and nor will become liable to Taxation chargeable primarily on any other person, body of persons, entity or company.
4.10	Transfer pricing
	No transactions involving the Company have taken place, or are in existence, which are not at arm’s length such that any provision relating to incorrect transfer pricing might be invoked by a relevant Taxation Authority.

39

4.11	Deemed income and gains
	Except as provided in the Accounts, there has been no transaction to which the Company is a party that, for Taxation purposes, qualifies as a hidden distribution of profits, constructive dividend, or other taxable income or gain.
4.12	Value added tax
(a)	The Company is duly registered for the purposes of VAT in its country of incorporation.
(b)	The Company has complied with all statutory provisions, rules, regulations and orders concerning VAT, including the making on time of accurate returns and payments and the maintenance of records. The Company has taken all the appropriate measures and has made all the appropriate verifications, including notably with third parties, to secure its right to recoup VAT.
(c)	The Company has not made any exempt supplies in the current or preceding VAT year applicable to it and there are no circumstances by reason of which there might not be a full entitlement to credit for all VAT chargeable on supplies and acquisitions received and imports made (or agreed or deemed to be received or made) by it.
4.13	Reorganisations and mergers
	The Company has not claimed nor been granted exemptions from Taxation in connection with reorganisations or mergers during the current financial year or the previous five financial years. Reorganisations or mergers which take effect on or before Completion will not give rise to the assessment or payment of Taxation after Completion.

40

5.	PROPERTIES
5.1	General
(a)	At Completion, the Company will, except for the Leasehold Property, not own any land, buildings or premises and will not have entered into any agreement, option or pre-emption to acquire any land, buildings or properties. Before the date hereof, the Company has entered into the Real Estate Transfer Agreement regarding the sale of the Leasehold Property to Kohnen Grundstücksverwaltungs-GbR. The Real Estate Transfer Agreement reflects, in all material respects, the terms and conditions of the Draft Real Estate Transfer Agreement.
(b)	The Company is fully and solely entitled to use as a tenant the relevant Leasehold Properties listed in Part 2 of Schedule 2 and is in exclusive occupation of the relevant Leasehold Property.
(c)	Each Property is used in compliance in all material respects with all applicable planning and building regulations.
5.2	Leases
(a)	In relation to each Leasehold Property, all consents necessary to the grant of that lease were obtained.
(b)	The terms of the lease under which each Leasehold Property is held (each being a Lease) are such as would normally be found in a lease of the same type as the Lease and, there are no outstanding rent reviews.
(c)	Each Lease complies with all applicable laws and regulations, is in full force and effect and the Company has in all material respects fully complied with its obligations under it.
(d)	No notice has been given or received under any Lease for breach of Lease which would allow termination of the Leasehold Agreement and there is no subsisting dispute between the Company and the reversioner in relation to any Lease.
5.3	Roads and services
	The Company has a permanent legal right free from onerous and unusual conditions to use all roads, footpaths, conduits and other facilities serving each Leasehold Property in the manner in which they are presently used.
5.4	Covenants
(a)	There is no covenant, restriction, burden or stipulation affecting any Leasehold Property which is of an onerous or unusual nature or which conflicts with its present use or materially affects its value.
(b)	To the best of Seller’s knowledge, no material breach of any covenant which is contained in any Lease which would allow termination of the Lease is outstanding and the rent payable under each Lease has been paid up to date.

41

5.5	Disputes
(a)	There are no disputes regarding boundaries, rights, covenants or other matters relating to any Lease or any Leasehold Property or the use of that Leasehold Property.
(b)	No Leasehold Property is subject to rights of restitution of it in favour of any former owner with or without compensation.
5.6	Repair
	All Leasehold Properties are in all material respects in good repair and in good condition and are in such state of repair and condition subject to fair wear and tear as to be substantially fit for the purpose for which they are at present used and do not contain any substance or material which is defective or a risk to health or safety.

42

6.	EMPLOYEES AND EMPLOYEE BENEFITS
6.1	Particulars disclosed
(a)	The list annexed to the Disclosure Letter contains names of all the employees of the Company and the particulars of their employment set out in that list are accurate and complete.
(b)	The terms and conditions of employment of all employees of the Company are in all material respects in accordance with the standard terms and conditions disclosed to the Purchaser, including any and all details about employee benefits and entitlements provided by law or company practice.
(c)	The Company and its employees are not subject to any collective labour agreements or collective bargaining agreements. Currently, no works council is established at the Company.
6.2	Employees and terms and conditions of employment
(a)	On Completion, the Company will not employ or have any obligation to employ or have seconded to it any person other than the persons who have been disclosed pursuant to paragraph 6.1(a).
(b)	No employee of the Company in the list mentioned in paragraph 6.1(a) above has given, or has been given, notice of termination of his employment other than in the ordinary course of business.
(c)	The Company has enacted all regulations required by applicable labour laws, including without limitation all regulations regarding its remuneration system, work rules and social benefits matters. Such regulations, as well as employment agreements to which the Company is a party, comply in all material respects with all applicable laws.
(d)	The Company has not any outstanding liability to pay compensation for loss of office or employment or a redundancy payment to any present or former employee and no such sums have been paid (whether pursuant to a legal obligation or contract or ex gratia) since the Accounts Date.
(e)	Except in respect of reimbursement of out-of-pocket expenses and normal accruals of emoluments after the Accounts Date, no sum is owing or promised to any employee of the Company.
(f)	The Company has not made any loan or advance, or provided any financial assistance to any employee or past or prospective employee of the Company, which is outstanding.
6.3	Disputes
(a)	The Company has in all material respects complied with its obligations to applicants for employment, its employees and former employees, any relevant trade union, works council and employee representatives.
(b)	No claim in relation to the Company’s employees or former employees has been made against the Company or against any person whom the Company is liable to indemnify.
(c)	There is not, and during the three years preceding the date of this agreement there has not been, any collective labour dispute or industrial action affecting the Company.

43

(d) No enquiry or investigation affecting the Company has been made or threatened in writing by any governmental or regulatory body in respect of any act, event, omission or other matter arising out of or in connection with:

(i)	any application for employment by any person;
(ii)	the employment (including terms of employment, working conditions, benefits and practices) or termination of employment of any employee of the Company,

	and to the best of the Seller’s knowledge there is no circumstance which may give rise to any such claim or investigation.
6.4	Benefits on retirement, death, disability or leaving employment
	Except as disclosed in the Disclosure Letter, the Company has not made any promises in respect of any benefits in relation to retirement, death, disability or termination of employment by/of any director or employee (or any spouse, child or dependant of any of them) of the Company, which go above the statutory requirements.
6.5	No bonus schemes
	Except as disclosed in the Disclosure Letter, there is no scheme in operation by or in relation to the Company under which any employee or other person is entitled to a commission or remuneration of any other sort calculated by reference to the whole or part of the turnover, profits or sales of the Company.

44

SCHEDULE 4

LIMITATION ON CLAIMS

1.	Exclusions
1.1	In addition to any other limitations set out in this agreement, the Seller shall not be liable in respect of a Claim (i) for indemnification under clause 10.2 to the extent that the matter or circumstance giving rise to that Claim was taken into account in the Accounts or the Completion Statement by way of an express and full provision or (ii) to the extent that the matter or circumstance giving rise to a Claim in respect of the Warranties was fully and fairly disclosed in the Disclosure Letter.
1.2	The Seller shall not be liable in respect of a Claim to the extent that the relevant liability would not have arisen but for:

(a)	a change in legislation, or the withdrawal of any extra-statutory concession previously made by any Taxation Authority, after the date of this agreement (whether or not the change or withdrawal purports to be effective retrospectively in whole or in part); or
(b)	a change after Completion in GAAP and in the accounting policies adopted by the Company.

1.3 The Seller shall not be liable in respect of a Claim:

(a)	with respect to losses for taxes on the basis of any assessment which involves merely a delay in receiving a taxable income or in incurring deductible expenses, it being agreed that Seller will pay to the Purchaser all fines, penalties or interest incurred by the Company as a result of the above delay; or
(b)	to the extent that losses (a) shall be reduced by the value of any net tax benefit or tax savings realized by the Purchaser or the Company as a result of the occurrence of the relevant losses suffered by the Company as the case may be or (b) shall be reduced by any payment obtained by the Purchaser or the Company in application of insurance policies or any other third party; or
(c)	with respect to any tax adjustment relating to a retrievable tax, except for all fines, penalties or interest incurred by the Company as a result of such tax adjustment;
(d)	with respect to the value of the fixed assets as recorded in the Accounts or the Completion Statement; or
(e)	with respect to the unavailability of any tax loss carry forwards.

1.4 In order to avoid any double indemnification, the same Loss occurring as a result of breach of more than one representation and warranty shall only be indemnified once. A liability which has been taken into account in the Completion Statement shall not be claimed by the Purchaser again pursuant to other provisions of this agreement.

45

2.	Limits on claims
2.1	Subject to subparagraph 2.2, the Seller shall not be liable in respect of any Claim made under clause 10.2 unless the amount of Compensation or other indemnification to which the Purchaser would, but for this subparagraph, be entitled as a result of the Claim is at least EUR 25,000.
2.2	If more than one Claim under clause 10.2 arises from, or is caused by, the same or similar matter, matters, circumstance or circumstances and the aggregate amount of Compensation or other indemnification to which the Purchaser would be entitled as a result of those Claims is equal to or exceeds the sum specified in subparagraph 2.1, subparagraph 2.1 shall not apply to any of those Claims.
2.3	The Seller shall not be liable in respect of any under clause 10.2 unless the amount of Compensation or other indemnification resulting from such Claims (other than Claims disregarded under subparagraph 2.1) exceeds EUR 100,000 in which case the whole amount and not just the excess shall be paid by the Seller.
2.4	For the avoidance of doubt, the provisions of this paragraph 2 shall not apply to a Claim for adjustment made under clause 5.
3.	Aggregate limit
3.1	Subject to subparagraph 3.2 and clause 10.13 stipulating a different limit for Claims attributable to wilful misconduct (Vorsatz) or Claims made with respect to the Warranted Statements set out in paragraphs 1.3 (Ownership of the Shares), 1.12 (Insolvency), and 1.1(a) and (b) (Capacity and consequences of sale) of schedule 3the maximum aggregate liability of the Seller in respect of any and all Claims under clause 10.2 shall not exceed an amount equal to EUR 2,282,597 (in words: Euro two million two hundred and eighty two thousand five hundred and ninety seven).
3.2	The maximum aggregate liability of the Seller determined under subparagraph 3.1 shall be increased by the amount of any interest payable by the Seller in respect of any payment not made when due under this agreement.
4.	Time limits
	Subject to clause 10.13, the liability of the Seller in respect of the Warranties and the indemnification obligations set out in clause 10.2 shall terminate as follows:

(b)	in respect of any matter giving rise to a Claim for indemnification under clause 10.2(d) and 10.2(e), upon the date falling six months after the expiry of the relevant statutory limitation period which would apply to the Third Party Claim giving rise to such Claim;
(a)	in respect of any matter giving rise to a Claim for indemnification under clause 10.2(c) or in respect to those Warranted Statements set out in section 4 (Taxation) of schedule 3 or otherwise relating to Taxation the later of (aa) 6 (in words: six) months after the relevant limitation period according to German statutory tax law expires or (bb) 6 (in words: six) months after the respective tax assessment has become finally binding and non-appealable (formelle und materielle Bestandskraft); and
(b)	on the second anniversary of Completion in respect of all other Warranted Statements and Claims,

46

	except in respect of any Claim of which notice of a Claim is given to the Seller pursuant to clause 10.6 before the relevant date.
5.	Assessment and payment of damages
	Any payment made by the Seller in respect of a Claim shall, to the extent possible, be deemed to be a reduction in the Consideration.
6.	Excess Recovery
6.1	This paragraph applies if:

(c)	the Seller makes a Compensation or other indemnification payment (excluding any interest on a late payment) in respect of a Warranty Claim or an Indemnity Claim (the Compensation Payment); and
(d)	within six months of the making of the relevant payment the Company or the Purchaser receives any sum which would not have been received but for the circumstance which gave rise to that Claim (the Third Party Sum);
(e)	the receipt of that the Third Party Sum was not taken into account in calculating the Compensation or other indemnifiaction; and
(f)	the aggregate of the Third Party Sum and the Compensation Payment exceeds the amount required to compensate the Purchaser in full for the loss or liability which gave rise to the Claim in question, such excess being the Excess Recovery.

If this paragraph applies, the Purchaser shall, promptly on receipt of the Third Party Sum by it or the Company, repay to the Seller an amount equal to the lower of (i) the Excess Recovery and (ii) the Compensation Payment, after deducting (in either case) all costs incurred by the Purchaser or the Company in recovering the Third Party Sum and any taxation payable by the Purchaser or the Company by virtue of its receipt.

47

SCHEDULE 5

COMPLETION

PART 1

SELLER’S OBLIGATIONS

At Completion the Seller shall procure:

(a) the delivery to the Purchaser of

(i)	sufficient proof that the Company has waived its pre-emption right with respect to the sale of the Shares from the Seller to the Purchaser before execution of this agreement;
(ii)	the Service Agreements each duly signed by the Seller and Mr. Windisch;
(iii)	a certificate in the Agreed Form, duly executed by the Seller to the effect that nothing has occurred since the signing of this agreement which has, or would be likely to have after Completion, a material adverse effect on the financial condition, prospects or business of the Company (as presently carried on);
(iv)	a copy of the shareholder’s list of the Company reflecting the transfer of the Shares from the Seller to the Purchaser that the notary filed with the commercial register according to section 40 para. 2 of the German Limited Liability Companies Act;
(v)	the Share Escrow Agreement duly executed by the Seller;
(vi)	sufficient proof that a real estate sale and transfer agreement and a lease agreement hereto were duly executed;
(vii)	a duly notarised notification to the commercial register with regard to the appointment of Seller as managing director of VISION 303. Vermögensverwaltungsgesellschaft mbH (to be renamed to RPS Germany GmbH).

48

PART 2

PURCHASER’S OBLIGATIONS

Subject to the Seller having done or procured to be done those things set out in Part 1 of this Schedule, at Completion the Purchaser shall:

(a)	make a payment by an irrevocable wire transfer in immediately available funds to the Seller of the Cash Consideration;
(b)	transfer the Consideration Shares to the Seller and deliver to the Seller a certificate representing the Consideration Shares other than the Escrowed Shares;
(c)	deliver to the Seller a certified copy of the resolutions of the board of directors (or a duly constituted committee of the board) of the Purchaser authorising the execution of this agreement and each of the other Transaction Documents to which it is or is to be a party;
(d)	deliver to the Seller a certified copy of the resolutions of the board of directors (or a duly constituted committee of the board) of the US Guarantor authorising the execution of this agreement; and
(e)	delivery of a letter of opinion from RPS’s lawyers to the effect that the Consideration Shares have been duly issued;
(f)	hold a shareholder meeting of the Company under which new managing director(s) shall be appointed and the power of the existing managing directors of the Company are amended.
(g)	procure that Service Agreements are duly executed on behalf of the Company.

49

SCHEDULE 6

COMPLETION STATEMENT

PART 1

PREPARATION OF THE COMPLETION STATEMENT

1.	Preparation of draft Completion Statement
	To enable the Actual Net Current Assets to be ascertained, as soon as reasonably practicable and by no later than on 15 March, 2009 the Seller and the Purchaser shall co-operate and the Seller shall procure that the Company under supervision of the Seller and its advisors prepares and delivers to the Seller and the Purchaser a draft completion statement setting out the Actual Net Current Assets of the Company as at Completion (the draft Completion Statement). The Draft Completion Statement shall show the items shown in Part 2 of this Schedule and shall be prepared in accordance with the specific polices set out in Part 3 of this Schedule and GAAP.
2.	Notification of disputed items
	Within 15 Business Days of delivery to the Seller and the Purchaser of the draft Completion Statement, the Purchaser shall give a notice to the Seller of any item or items it wishes to dispute together with the reasons for such dispute and a list of proposed adjustments. An adjustment may only be proposed if, together with other proposed adjustments, it exceeds EUR 5,000. If by the expiry of such period of 15 Business Days, no such notice is given to the Seller or the Purchaser has given notice to the Seller that there are no items it wishes to dispute, the draft Completion Statement shall constitute the Completion Statement for the purposes of this agreement.
3.	Resolution of disputed items and finalisation of the Completion Statement
	If, in accordance with this Schedule, notice is given to the Seller as to any item or items in dispute:

(a)	the Seller and the Purchaser shall attempt to agree in writing the item or items disputed;
(b)	if any such item or items are not agreed in writing within 35 Business Days of the delivery to the Purchaser of the draft Completion Statement, the item or items in dispute shall be decided upon by the Independent Accountants; and
(c)	the draft Completion Statement adjusted to take account of each item in dispute (of which notice is given in accordance with this Schedule) as agreed in writing or as determined by the Independent Accountants (as the case may be), shall constitute the Completion Statement for the purposes of this agreement.

4.	Provision of information
	The Seller shall provide the Purchaser with all information, assistance and access to books and records of account, documents, files, papers and information stored electronically which it may reasonably require for the purposes of this Schedule. The Purchaser shall, and shall procure that the Group Company shall, provide the Seller with all information, assistance and

50

access to books and records of account, documents, files, papers and information stored electronically which it may reasonably require for the purposes of this Schedule.

51

PART 2

ACTUAL NET CURRENT ASSETS

Actual Net Current Asset shall be defined as current assets less current liabilities on the date of Completion.

Current Assets

Cash and other resources that are expected to turn to cash or to be used up within one year of the balance sheet date. Current assets are presented in the order of liquidity, i.e., cash, temporary investments, accounts receivable, inventory, supplies, prepaid insurance.

Current assets will include the following asset account line items: cash and cash equivalents, restricted cash, accounts receivable, trade debtors, other debtors, prepaid expenses, work in progress and other current assets.

Current assets will exclude the following asset account line items: intangible assets, property and equipment, financial assets, receivables from related companies, long term financial investments, investments in affiliates, guarantees and deposits, deferred tax assets and other long term assets.

Current Liabilities

Obligations due within one year of the balance sheet date. Another condition is that the item will use cash or it will create another current liability. (This means that if a bond payable is due within one year of the balance sheet date, but the bond will be retired by a bond sinking fund (a long term restricted asset) the bond will not be reported as a current liability.)

Current liabilities will include the following liability account line items: accounts payable, accrued expenses, social and tax accruals, customer deposits, deferred revenue, lines of credit, liabilities to banks, liabilities to affiliated companies, shareholder loans, tax accruals, short term debt — credit cards, trade creditors, liabilities for grants received (related to restricted cash), provisions for contingencies and charges, debt related to litigation, and other current liabilities.

Current liabilities will exclude the following liability account line items: long term debt, deferred tax liability, pensions, and long term liabilities to banks.

52

PART 3

ACCOUNTING POLICIES

Financial Statements

Income Statement Items

Revenue Recognition

Revenues and the related costs of fee-for-service contracts are recognized in the period in which services are performed. Fixed-price contract revenue is recognized as services are performed, on a proportional performance basis, based on the ratio that costs incurred to date bear to estimated total costs at completion. Revenue related to contract modifications is recognized when realization is assured and the amounts are reasonably determinable. Adjustments to contract estimates are made in the periods in which the facts that require the revisions become known. When the revised estimate indicates a loss, such loss is provided for in the financial statements during that period. Deferred revenue represents amounts billed to customers in excess of revenue recognized. Accounts receivable from customers, which represent deposits to be applied to customer invoices in future years or returned to the customer upon expiration of the contract are recorded in customer deposits. Provisions for sales allowances, based on historical experience, are recorded at the time the related revenue is recognized.

Cost Recognition

Costs are generally recognized when incurred. Costs are “matched” against revenues and should be recorded in the same accounting period. Costs that benefit several periods, such as depreciation, should be allocated systematically over relevant periods.

Balance Sheet Items

Cash and Cash Equivalents

Cash and cash equivalents include highly liquid investments with an original maturity of three months or less from date of purchase.

Restricted Cash

Restricted cash is cash received in advance from certain customers specifically for the payment of investigator fees relating to specific projects. Such amounts should be segregated from operating cash and offset with the liability to pay these amounts out.

Accounts Receivable

Accounts receivable are presented in the balance sheet at net realizable value. Net realizable value equals the gross receivable less the allowance for bad debts.

Prepaid Expenses

Prepaid expenses result from prepaying cash or incurring a liability. Prepaid expenses are presented under current assets even though they are not expected to be converted into cash because the prepaid items would have required the use of current assets if they were not paid in advance.

53

Fair Value of Financial Instruments

The carrying value of financial instruments including cash, accounts receivable, accounts payable, and lines of credit approximates their fair value based on the short-term nature of these instruments.

Property and Equipment

Property and equipment are recorded at cost. Expenditures for repairs and maintenance which do not extend the useful life of the related assets are charged to expense as incurred. Depreciation is computed using the straight-line method over the estimated useful lives of the assets ranging from 1 to 5 years.

Customer Deposits

Amounts received in advance from a customer to be recorded in the financials as a liability. Customer deposits include the liability offset for investigator cash received.

Accounts Payable

Accounts payable are presented as a current liability on the balance sheet and detail the amounts owed for services or items purchased on credit.

Accrued Expenses

Services or expenses incurred that have already been provided but for which no invoice has been received, such as professional fees.

Deferred Revenue

Amounts received in advance of the revenue being recognized.

Current Assets

Cash and other resources that are expected to turn to cash or to be used up within one year of the balance sheet date. Current assets are presented in the order of liquidity, i.e., cash, temporary investments, accounts receivable, inventory, supplies, prepaid insurance.

Current Liabilities

Obligations due within one year of the balance sheet date. Another condition is that the item will use cash or it will create another current liability. (This means that if a bond payable is due within one year of the balance sheet date, but the bond will be retired by a bond sinking fund (a long term restricted asset) the bond will not be reported as a current liability.)

54

PART 4

A. LIST OF PENDING/DECLARED DIVIDENDS AND DIVIDENDS PAID IN 2008

B. LIST OF BONUS PAYMENTS

C. SHAREHOLDER DEBT

55

SCHEDULE 7

INDEPENDENT ACCOUNTANTS

1.

If and whenever any item in dispute or which the Purchaser wishes to adjust relating to the ascertainment of the Actual Net Current Assets falls to be referred, in accordance with the relevant provision of this agreement, to Independent Accountants for determination, it shall be referred to Deloitte & Touche. If Deloitte & Touche declines the appointment, the matter shall be referred to KPMG. If KPMG also declines the appointment and the Seller and the Purchaser fail to agree on the choice of the Independent Accountants within fifteen (15) calendar days following the decision of the appointed Independent Accountants to refuse to accept the assignment, or if he the Independent Accountants are unable for any reason to perform their role, new Independent Accounts will be appointed by the President of the Paris Commercial Court ruling in summary proceedings on the application filed by the Seller or the Purchaser.

2.

The Independent Accountants shall act on the following basis:

(a)	the Independent Accountants shall act as experts and not as arbitrators;
(b)	the item or items in dispute shall be notified to the Independent Accountants in writing by the Seller and/or the Purchaser within 10 Business Days of the Independent Accountants’ appointment;
(c)	the assignment of the Independent Accountant shall be limited (i) to the resolution of those items in dispute between the parties and (ii) to review the disputed items of the Actual Net Current Assets and/or the Uncollected Debt (iii) calculate the Actual Net Current Assets and/or the Uncollected Debt (iv) calculate either the negative or positive difference between the Required Net Current Assets and the Actual Net Assets and/or the Estimated Uncollected Debt and the Actual Uncollected Debt. The findings of the Independent Accountant shall be binding on the parties, shall be final and shall not be subject to appeal
(d)	their terms of reference shall be as set out in Schedule 6 and in case the Independent Accounts decide they are unable to fully comply with these terms, GAAP will be applied;;
(e)	the Independent Accountants (i) shall comply with the rules on independence and the right of each party to be heard and be informed of all communication between the parties, and the parties shall procure that the Independent Accountants shall file their report within ninety (90) days of being appointed, unless otherwise agreed in writing by the Purchaser, the Seller and the Independent Accountants; and (ii) shall apply the principles and policies set out in Schedule 6;
(f)	the Independent Accountants shall decide the procedure to be followed in the determination;
(g)	the Seller and the Purchaser shall each provide and the Purchaser shall procure that the Company shall provide (and, to the extent they are reasonably able to do so, shall procure that their respective accountants and the statutory accountants of the Company shall provide) the Independent Accountants and the Seller promptly with

56

	all information, assistance and access to books and records of account, documents, files, papers and information stored electronically which they reasonably require, and the Independent Accountants shall be entitled (to the extent they consider it appropriate) to base their determination on such information and on the accounting and other records of the Company;
(h)	the determination of the Independent Accountants shall be final and binding on the parties except in the event of “wichtiger Grund”; and
(i)	the costs of the determination, including fees and expenses of the Independent Accountants, shall be borne equally as between the Seller on the one hand and the Purchaser on the other hand.

57

SCHEDULE 8

INTERPRETATION

1.	In this agreement:
	Accounts means the audited balance sheet as at the Accounts Date and audited profit and loss account for the year ended on that date of the Company, a copy of each of which is in the Agreed Form and is attached to the Disclosure Letter;
	Accounts Date means 31 December 2007;
	Actual Net Current Assets means the actual amount of net current assets at Completion, as calculated after Completion in accordance with clause 6 and Schedule 6;
	Agreed Form means, in relation to any document, the form of that document which has been initialled for the purpose of identification by or on behalf of the Seller and the Purchaser with such changes as the Seller and the Purchaser may agree in writing before Completion;
	Axxonis Fee shall have the meaning as described in clause 6.4.
	Business means the business of various clinical operations services including, without limitation, conducting of clinical trials from Phase I to IV and carrying out epidemiological studies and surveys;
	Business Day means a day (other than a Saturday or Sunday) on which banks are generally open in the State of New York and Frankfurt am Main for normal business;
	Cash Consideration means that part of the consideration for the sale of the Shares set out in clause 5 as is payable in cash;
	Claim means a claim by the Purchaser or any person deriving title from it:
	A) the basis of which is that a Warranted Statement is, or is alleged, to be untrue or inaccurate; or
	B) for indemnification pursuant to subclauses 9.2(a) and 9.2(c) to (e); or
	C) otherwise made under this agreement;
	Claim Notice has the meaning ascribed to it in clause 10.6;
	Company means IMEREM Institute for Medical Research Management and Biometrics / Institut für medizinisches Forschungsmanagement und Biometrie Gesellschaft mit beschränkter Haftung Ein unabhängiges Forschungsunternehmen as further described in Schedule 1 Part 1.
	Compensation means the amount of any deficiency in assets, loss or any liability of the Company which arises from any of the Warranties being untrue or inaccurate and which would not have existed or arisen if the Warranty in question had not been untrue or inaccurate, together with all costs and expenses incurred by the Purchaser in making and enforcing the Warranty Claim and all costs and expenses incurred by the Company in curing the circumstances that gave rise to a Warranty being untrue or inaccurate;

58

Completion means completion of the sale and purchase of the Shares in accordance with this agreement or the date thereof, as the case may be;

Completion Statement means the statement of Actual Net Current Assets to be prepared in accordance with, and in the form set out in Schedule 6;

Consideration means the consideration for the sale of the Shares set out in clause 5

Consideration Shares means 1,296,165 (in words: one million two hundred and ninety-six thousand, one hundred and sixty-five) ordinary shares in the capital of the US Guarantor;

Disclosure Letter means the letter of the same date as this agreement from the Seller to the Purchaser;

Draft Real Estate Transfer Agreement means the draft real estate transfer agreement between the Company and the Seller;

Encumbrance means any mortgage, charge (fixed or floating), pledge, lien, option, right to acquire, right of pre-emption, assignment by way of security or trust arrangement for the purpose of providing security or other security interest of any kind (including any retention arrangement), or any agreement to create any of the foregoing;

Environmental Liability means all losses, costs and expenses incurred in connection with (i) the investigation in relation to an Existing Environmental Condition, (ii) remediation measures, (iii) securing measures, (iv) protective containment measures, or (v) measures to eliminate, reduce or otherwise remedy an immediate danger to well-being or health resulting from Existing Environmental Condition.

Existing Environmental Condition means (i) the contamination of the soil and/or groundwater and/or buildings on the Freehold Property or neighbouring sites that was caused on the Freehold Property or (ii) the unlawful disposal of any Dangerous Substances (as defined in schedule 3, 1.13) or materials used, generated or stored by the Company provided that it existed prior to the Closing Date.

Escrow Agent means JP Morgan, London Branch;

Escrowed Shares means any Consideration Shares which are at any time in escrow as security and are not released pursuant to the terms of this agreement and the Share Escrow Agreement;

Existing Clinical Trials Agreements means any clinical pharmacology agreement, clinical study agreement, biometrics agreement or outsourcing agreement regarding clinical trials to which the Company became a party before Completion and performance of which is to continue after Completion;

French Sale and Purchase Agreement means the agreement on the sale and purchase of 100% shares in FrenchCo between the French Seller and the Purchaser’s French affiliated company executed on the date of this agreement;

French Seller means APA RESEARCH SARL;

GAAP means the generally accepted accounting principles applied in Germany, as consistently applied by the Company;

59

IMITIS means the company of which details are set out in Schedule 1 Part 2;

Independent Accountants means such firm of chartered accountants as stipulated in schedule 7;

Intellectual Property Rights means (i) copyright, patents, database rights and rights in trade marks, designs, know-how and confidential information (whether registered or unregistered), (ii) applications for registration, and rights to apply for registration, of any of the foregoing rights and (iii) all other intellectual property rights and equivalent or similar forms of protection existing anywhere in the world;

Lease Agreement means the lease agreement between the Company and Kohnen Grundstücksverwaltungs- GbR

Leasehold Properties means those Properties shortly described in Part 2 of Schedule 2 and Leasehold Property means any of them;

Losses means losses, costs, damages, liabilities, charges, taxes, expenses and penalties including reasonable legal and other professional fees and costs;

Past Agreement means any clinical pharmacology agreement, clinical study agreement, biometrics agreement or outsourcing agreement regarding clinical trials by the Company which has been fully performed prior to Completion;

Properties means the properties shortly described in Schedule 2 and includes every part of each of them and Property means any of them;

Real Estate Transfer Agreement means the real estate transfer agreement entered into between the Company and Kohnen Grundstückverwaltungs GbR

Required Net Current Assets means EUR 643,012 (in words: Euro six hundred and forty three thousand and twelve) being the net current asset value of the Company intended by the parties as at Completion calculated on the basis of schedule 6 Part 2.

Service Agreements means service agreements between the Seller and the Company as well as the service agreement between the Mr Peter Windisch and the Company each in the Agreed Form;

Seller means Mr. Ralf Kohnen, a private individual,;

Shares means all shares in the Company as defined in Clause 2.2;

Shareholder Debt means the debts set out in Part 4 of Schedule 6;

Share Escrow Agreement means (i) the escrow agreement between the Seller, the Purchaser, and the Escrow Agent, (ii) the escrow agreement between the French Seller, the Purchaser, and the Escrow Agent; and (iii) the escrow agreement between the Spanish Sellers, the Purchaser, and the Escrow Agent, all which were executed on or about the date of this agreement;

SpanishCo means INFOCIENCIA S.L., company registration number B61832036, having its registered office at Balmes 86, Barcelona, Spain;

60

Spanish Sale and Purchase Agreement means the agreement on the sale and purchase of 100% shares in SpanishCo between the Spanish Sellers and the Purchaser’s Spanish affiliated company RPS Spain executed on the date of this agreement;

Spanish Sellers means Messes. Jordi Naval, Ramon Banet, Jose M. Mas, Xavier Molina and Mrs. Esther Ramirez;

Taxation means:

(a)

any charge, tax, duty, levy, impost and withholding having the character of taxation, wherever chargeable, imposed for support of national, state, federal, cantonal, municipal or local government or any other governmental or regulatory authority, body or instrumentality including but not limited to tax on gross or net income, profits or gains, taxes on receipts, sales, use, occupation, franchise, transfer, value added and personal property and social security taxes/contributions; and

(b)

any penalty, fine, surcharge, interest, charges or additions to taxation payable in relation to any taxation within (a) above;

	Taxation Authority means any taxing or other authority competent to impose, administer or collect any Taxation;
	Third Party Claim has the meaning ascribed to it in clause 10.6;
	Transaction Documents means this agreement, the documents referred to in it, the Share Escrow Agreement, and any other agreements executed or to be executed by the parties on the date of this agreement or Completion, and Transaction Document means any of them;
	Uncollected Debt shall have the meaning as set out in clause 6.4;
	VAT means value added tax chargeable under or pursuant to the applicable laws;
	Warranted Statements has the meaning given in clause 10.1, and Warranted Statement means one of them;
	Warranties means the representations and warranties on the part of the Seller contained in clause 10.1; and
2.	Where any statement in schedule 3 or in the Disclosure Letter is qualified by the expression “so far as the Seller is aware” or “to the best of the Seller’s knowledge, information and belief” or any similar expression, that expression or statement shall be deemed to include an additional statement that it has been made after due and careful enquiry of Mr. Ralf Kohnen.
3.	In this agreement any reference, express or implied, to an enactment (which includes any legislation in any jurisdiction) includes:

(a)	that enactment as amended, extended or applied by or under any other enactment (before, on or after the date of this agreement);
(b)	any enactment which that enactment re-enacts (with or without modification); and

61

(c) any subordinate legislation (including regulations) made (before, on or after the date of this agreement) under that enactment, including (where applicable) that enactment as amended, extended or applied as described in subparagraph (a), or under any enactment which it re-enacts as described in subparagraph (b).

4. In this agreement:

(a)	words denoting persons include bodies corporate and unincorporated associations of persons;
(b)	references to an individual/a natural person include his estate and personal representatives;
(c)	subject to clause 17, references to a party to this agreement include the successors or assigns (immediate or otherwise) of that party;
(d)	a person shall be deemed connected or related with another if that person is connected with that other within the meaning of Section 15 of the German Stock Corporation Act (verbundenes Unternehmen) or persons dependent (Angehörige) in the meaning of section 15 of the German Fiscal Code;
(e)	the words including and include shall mean including without limitation and include without limitation, respectively;
(f)	any reference importing a gender includes the other genders;
(g)	any reference to a time of day is to Berlin time;
(h)	any reference to € is to Euro and any reference to $ is to United States dollars;
(i)	any reference to writing includes typing, printing, lithography, photography and facsimile but excludes any other form of e-mail;
(j)	any reference to a document is to that document as amended, varied or novated from time to time otherwise than in breach of this agreement or that document;
(k)	any reference to a company includes any company, corporation or other body corporate wheresoever incorporated; and
(l)	any reference to a company or firm includes any company or firm in succession to all, or substantially all, of the business of that company or firm.

5. If there is any conflict or inconsistency between a term in the body of this agreement and a term in any of the Schedules or any other document referred to or otherwise incorporated into this agreement, the term in the body of this agreement shall take precedence, unless the relevant Schedule or other document which is referred to or otherwise incorporated into this agreement expressly provides that the term in it is to take precedence over the term in the body of this agreement.

62

SIGNATORIES

Seller
Signed by RALF KOHNEN	)	/s/ Ralf Kohnen
Purchaser
Signed by Jane Townsend	)	/s/ Jane Townsend
for ReSearch Pharmaceutical Services Netherlands B.V. under a power of attorney	)
US Guarantor
Signed by Jane Townsend	)	/s/ Jane Townsend
for Research Pharmaceutical Services, Inc. under a power of attorney

63

EX-2.5

Exhibit 2.5

AGREEMENT FOR THE SALE AND PURCHASE OF THE
SHARE CAPITAL IN
INFOCIENCIA, S.L.

DATED 22 DECEMBER, 2008

Jordi Naval
Ramon Banet
José M. Mas
Xavier Molina
Esther Ramirez

AND

RPS SPAIN, S.L.
Research Pharmaceutical Services Inc.

Allen & Overy, Praha Advokátní kancelář

90742-00001 MD:799165.9

CONTENTS

Clause		Page
1.	Interpretation		1
2.	Sale and Purchase		2
3.	Completion		2
4.	Consideration		3
5.	Adjustment to Cash Consideration		4
6.	Investment Representations		5
7.	Deposit of Consideration Shares		7
8.	Loans and Guarantees		9
9.	Warranties and indemnities		9
10.	Purchaser’s Warranties		13
11.	Imitis		14
12.	Protective Covenants		15
13.	Announcements		16
14.	Liability of the Sellers		17
15.	Notices		17
16.	Further Assurances		19
17.	Assignments		19
18.	Payments		19
19.	General		21
20.	Whole Agreement		21
21.	Guarantees		22
22.	Governing Law		24
23.	Dispute Resolution		24
24.	Language		24

Schedule			Page
1.	The Sellers			25
2.	Group Companies			26
	Part 1	Companies		26
	Part 2	IMITIS		27
3.	Leasehold Properties			28
4.	Warranties			30
5.	Limitations on Claims			50
6.	Completion			53
	Part 1	Sellers’ Obligations		53
	Part 2	Purchaser’s Obligations		54
7.	Completion Statement			55
	Part 1	Preparation of the Completion Statement		55
	Part 2	Actual Net Current Assets		57
	Part 3	Accounting Policies		58
	Part 4	List of pending/declared dividends and dividends paid in 2008. List of bonus payments. Shareholder Debt.		59
8.	Independent Accountants			61
9.	Interpretation			63
Signatories				68

THIS AGREEMENT is made on 22 December, 2008

BETWEEN:

(1)	THE PERSONS whose names and addresses are set out in column (A) of Schedule 1 and further defined in Schedule 9 as the Sellers; (the Sellers) represented in this act by Mr. Jordi Naval Chamosa by virtue of power of attorney granted in public deed on 9 December 2008 by the public notary of Barcelona Mr.Enrique Peña Félix under number 5,979 of his records, a copy of which is attached hereto, who also appears in his own name and behalf.
(2)	RPS SPAIN, S.L. a company incorporated under the laws of Spain, for an indefinite term as “sociedad limitada” (private limited company) by means of deed number 2,109, authorised before the Public Notary of Madrid, Mr. Pablo Durán de la Colina dated on 24 October 2008, registered with the Commercial Registry of Madrid under volume 26,128, page 118, sheet M-470982, with Tax Identification Number B-85556017, registered address at C/ Ayala 66 and represented by Mr. Gonzalo Martín de Nicolás by virtue of power of attorney granted in public deed on 10 December 2008 by the public notary of Madrid Mr.Fernando Fernández Medina under number 2,222 of his records, a copy of which is attached hereto (the Purchaser); and
(3)	Research Pharmaceutical Services, Inc. a company incorporated under the laws of Delaware, the United States of America (registered number 4089101) whose registered office is at 1209 Orange Street Wilmington, County of New Castle, Delaware 19801 and whose principal place of business is at 520 Virginia Drive, Fort Washington, Pennsylvania, USA represented by Ms. Jane Townsend by virtue of power of attorney dated 8 December 2008, a copy of which is attached hereto (the US Guarantor);

BACKGROUND:

(A)	The Sellers are the owners of the Shares which represent all the issued share capital of the Company.
(B)	The Sellers wishes to sell and the Purchaser wishes to purchase, all the issued share capital of the Company free from any Encumbrance on the terms and subject to the conditions set out in this agreement.
(C)	The US Guarantor wishes to guarantee the fulfilment of all obligations of the Purchaser owed to the Sellers under this agreement pursuant to clause 21; and

IT IS AGREED as follows:

1. INTERPRETATION

1.1	In addition to terms defined elsewhere in this agreement, the definitions and other provisions in schedule 9 apply throughout this agreement, unless the contrary intention appears.
1.2	In this agreement, unless the contrary intention appears, a reference to a clause, subclause or schedule is a reference to a clause, subclause or schedule of or to this agreement. The schedules form part of this agreement.
1.3	The headings in this agreement do not affect its interpretation.

1

2. SALE AND PURCHASE

2.1	Under the terms and conditions set forth in this agreement, the Sellers shall sell and the Purchaser shall purchase the Shares in the Company set opposite such Seller’s name in column (C) of Schedule 1.
2.2	The transfer of Shares from the Sellers to the Purchaser shall become effective on Completion upon execution of the Short Form Agreement by and between the Sellers and the Purchaser.
2.3	The Shares shall be sold free from all Encumbrances and together with all rights attaching to them.
2.4	The consideration for the sale of the Shares is set out in clause 4 and shall be further adjusted (if applicable) according to clause 5.
2.5	The Sellers acknowledge that the Purchaser enters into this agreement in reliance on the representations, warranties and undertakings on the part of the Sellers set out in this agreement.
2.6	The Purchaser and the US Guarantor acknowledge that the Sellers enter into this agreement in reliance on the representations, warranties and undertakings on the part of the Purchaser and of the US Guarantor set out in this agreement.
2.7	Each Seller waives (and shall procure the waiver by his/her nominee(s) of) all rights of pre-emption which such Seller (or such nominee(s)) may have (whether under any Company’s constitutional documents or otherwise) in respect of the transfer to the Purchaser or its nominee(s) of the Shares or any of them.
2.8	The Purchaser represents to the Sellers that it has full authority and the requisite powers and available funds:

(a)	to buy the Shares and to pay in full the Cash Consideration; and
(b)	to sell the Consideration Shares to the Sellers.

3. COMPLETION

3.1	Completion shall take place immediately after the execution of this agreement.
3.2	At Completion:

(a)	the Sellers shall observe and perform the provisions of Part 1 of Schedule 6; and
(b)	the Purchaser shall observe and perform the provisions of Part 2 of Schedule 6.

3.3 If for any reason the provisions of Part 1 of Schedule 6 are not fully observed and performed by the Sellers as contemplated by clause 3.2(a), the Purchaser shall (in addition and without prejudice to all other rights or remedies available to it) not be required to complete the purchase of the Shares or shall fix a new time and date, not later than 11.00 a.m. on 23 December 2008, for Completion by, in either case, giving notice to the Sellers.

2

3.4

If for any reason the provisions of Part 2 of Schedule 6 are not fully observed and performed by the Purchaser as contemplated by clause 3.2(b), the Sellers may elect (in addition and without prejudice to all other rights or remedies available to it) not to complete the sale of the Shares by giving notice to the Purchaser. The Sellers shall not be obliged to complete the sale of any of the Shares unless (i) the Purchaser delivers to the Sellers a signed transfer of the Consideration Shares, together with the original share certificates for those shares in the name of the Purchaser pursuant to this agreement and (ii) the Cash Consideration is paid in full by the Purchaser.

3.5

If the Purchaser elects not to complete the purchase of the Shares under clause 3.3:

(a)	except for this subclause, clauses 1, 13.1, 15, 17, 18, 19.2, 19.3, 19.5, 20, 22, 23 and 24 and the provisions of schedule 9, all the provisions of this agreement shall lapse and cease to have effect; and
(b)	neither the lapsing of those provisions nor their ceasing to have effect shall affect any accrued rights or liabilities of any party in respect of damages for non-performance of any obligation falling due for performance prior to such lapse and cessation.

3.6 If the Sellers elects not to complete the purchase of the Shares under clause 3.4, the provisions of clause 3.5 above shall apply mutatis mutandis.

4. CONSIDERATION

4.1 The consideration for the sale of the Shares shall (subject to adjustment as provided in this agreement) be:

(a)	EUR 2,474,007 (in words: two million, four hundred and seventy-four thousand and seven euros) (Cash Consideration); and
(b)	the transfer by the Purchaser to the Sellers of the Consideration Shares with full title and free from Encumbrances.

4.2	Each Seller shall on Completion be entitled to that amount of the Cash Consideration set opposite such Seller’s name in column (E) of Schedule 1.
4.3	Each Seller shall be entitled to that number of the Consideration Shares set opposite such Seller’s name in column (F) of Schedule 1.
4.4	When issued, each of the Consideration Shares will have been duly authorized, validly issued, fully paid and non-assessable, shall not have been issued in violation of any preemptive rights, rights of first refusal, co-sale rights or similar rights or restrictions or other restriction on transfer existing under the US Guarantor’s articles of incorporation, by-laws or other agreement binding on the US Guarantor, and shall rank pari passu in all respects with the ordinary shares in the capital of the US Guarantor that are issued and outstanding at the date of issue of the Consideration Shares.
4.5	The Sellers acknowledge that, except as stated in this agreement, neither the Purchaser, nor the US Guarantor, has made any representation or warranty which has caused the Sellers to accept the Consideration Shares or on which the Sellers has placed any reliance in agreeing to accept the Consideration Shares.

3

4.6	The Sellers acknowledge and agree that the Consideration Shares which are to be transferred to the Sellers pursuant to this agreement cannot be sold or otherwise dealt with except (i) in accordance with the by-laws of the US Guarantor; (ii) in accordance with clause 7 or 9.15; and (iii) in the manner described in the Escrow Agreement.
4.7	The Purchaser and the US Guarantor represent and warrant that there was no change in the US Guarantor’s by-laws in the year 2008.

5. ADJUSTMENT TO CASH CONSIDERATION

5.1	If the Actual Net Current Assets calculated in accordance with schedule 7 and 8 are less than the Required Net Current Assets (Negative Difference), the Cash Consideration shall be reduced following Completion by the Negative Difference.
5.2	If the Actual Net Current Assets exceed the Required Net Current Assets, the Cash Consideration shall be increased following Completion by the amount by which the Actual Net Current Assets exceed the Required Net Current Assets.
5.3	Any payment resulting from the adjustment pursuant to clauses 5.1, 5.2 (as applicable) shall be made within twenty (20) Business Days following the day on which either the Purchaser and the Sellers agree in writing on the Completion Statement or, in the absence of a written agreement between them, following the day on which the Independent Accountants’ decision as to the Actual Net Current Assets is delivered in writing to the Purchaser and the Sellers as contemplated by schedule 7.
5.4	The Cash Consideration as adjusted pursuant to clause 5.1 or 5.2 (as applicable) shall be further adjusted following the expiry of 12 months after the date of this agreement by deducting the amount of the trade receivables of the Company shown on the Completion Statement which are not collected and shall remain overdue for more than 12 months after the date of this agreement (the Uncollected Debts). The Uncollected Debts shall be calculated by the Purchaser and notified to the Sellers by the Purchaser by a written statement without undue delay following the expiry of 12 months after the date of this agreement. In the event of disagreement notified by the Sellers to the Purchaser within fifteen (15) Business Days of the notification of the Purchaser’s calculation to the Sellers, the principles agreed in schedule 7 and schedule 8 shall apply mutatis mutandis.
5.5	Any payment resulting from the second adjustment pursuant to clause 5.4 shall be made by the Sellers to the Purchaser within twenty (20) Business Days following the day on which the statement of the Uncollected Debts is delivered by the Purchaser to the Sellers as contemplated by clause 5.4 or, if disputed by the Sellers, either (i) on a date mutually agreed by the Sellers and the Purchaser; or (ii) in the absence of such agreement within the period stipulated under point 3(b) of schedule 7 within twenty (20) Business Days following the day on which the matter is decided by the Independent Accountants..
5.6	If any amount of the Uncollected Debts is received by the Company after a payment has been made pursuant to clause 5.5, the Purchaser shall promptly repay an equal sum to the Sellers within twenty (20) Business Days following the day on which the payment is received by the Company.
5.7	If any trade receivables of the Company which have been provided for as bad debts, and hence which have not been taken into account in the Completion Statement, are subsequently received by the Company, the Purchaser shall pay to the Sellers a sum equal to the amount, net of any Taxation due, of those trade receivables subsequently received by the Company,

4

within twenty (20) Business Days following the day on which the payment is received by the Company.

5.8	If any specific provision in respect of a liability has been made by the Company and taken into account in the Completion Statement, and that liability does not arise, or does arise but is less than the amount of the relevant provision, the Purchaser shall pay to the Seller a sum equal to the amount, net of any Taxation due, of the amount by which the provision exceeds the relevant liability, within twenty (20) Business Days following the day on which the payment is received by the Company.
6.	INVESTMENT REPRESENTATIONS
6.1	Each Seller as the recipient of the Consideration Shares upon Completion agrees, represents and acknowledges (so as to bind each Seller’s personal representatives, heirs, successors or assigns) as follows:

(a)	Each Seller represents that he/she is not located in the “United States”, as such term is defined under Regulation S of the United States Securities Act of 1933, as amended (the U.S. Securities Act), was not offered the Consideration Shares while in the United States, and is not a “U.S. person” as such term is defined in Regulation S under the U.S. Securities Act (a U.S. Person) and that the Consideration Shares to be issued to the Seller will be acquired for investment for such person’s own account, not as a nominee or agent, and not for the account or benefit of, a person in the United States or a U.S. Person, and not with a view to the resale or distribution of any part thereof in the United States in violation of U.S. federal or state securities laws, and that the Seller has no present intention of selling, granting any participation in, or otherwise distributing the same. The Seller acknowledges and agrees that the Consideration Shares are “restricted securities” as that term is defined in Rule 144 under the U.S. Securities Act.
(b)	Each Seller represents that he/she does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person or to any third person in the United States or to a U.S. Person, or any hedging transaction with any third person in the United States to a United States resident, with respect to any of the Consideration Shares.
(c)	Each Seller understands that the Consideration Shares are not registered under the U.S. Securities Act on the ground that the sale provided for in this agreement and the issuance of the Consideration Shares hereunder is excluded from registration under the U.S. Securities Act pursuant to Regulation S thereof, and that the US Guarantor’s reliance on such exemption is predicated on the Seller’s representations set forth herein. Each Seller hereby agrees to resell the Consideration Shares only in accordance with the provisions of Regulation S under the U.S. Securities Act, pursuant to registration under the U.S. Securities Act or pursuant to an exemption from such registration requirements. Prior to permitting any transfer of the Consideration Shares, the US Guarantor may request, and the Seller agrees to provide, if so requested, an opinion of counsel reasonably satisfactory to the US Guarantor that any resale or other transfer of the Consideration Shares is to be effected in a transaction meeting the requirements of Regulation S under the U.S. Securities Act or

5

	is exempt from registration under the U.S. Securities Act. Each Seller further agrees not to engage in hedging transactions with regard to Consideration Shares unless in compliance with the U.S. Securities Act.
(d)	Each Seller represents that:

(i)	such Seller has received all the information the Seller has requested from the Purchaser and the US Guarantor and considers necessary or appropriate for deciding whether to acquire the Consideration Shares;
(ii)	such Seller has the ability to bear the economic risks of the Seller’s prospective investment; and
(iii)	such Seller understands that no public market currently exists in the United States for any of the US Guarantor’s securities and that the US Guarantor has made no assurances that a public market in the United States will ever exist for the Consideration Shares.

(e) Each Seller has been informed and understands and agrees that a legend substantially similar to the one set forth below will be placed on the certificates for the Consideration Shares and until such time as it is no longer required under applicable U.S. federal and state securities laws, and stop transfer instructions may be placed with the transfer agent of the Consideration Shares:

“THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), AND IS A RESTRICTED SECURITY (AS DEFINED IN RULE 144 UNDER THE U.S. SECURITIES ACT). THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. HEDGING TRANSACTIONS INVOLVING THIS SECURITY MAY NOT BE CONDUCTED DIRECTLY OR INDIRECTLY, UNLESS IN COMPLIANCE WITH THE U.S. SECURITIES ACT. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE U.S. SECURITIES ACT PROVIDED BY RULE 144A OR REGULATION S THEREUNDER.

THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE U.S. SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A (IF AVAILABLE) (II) OUTSIDE OF THE UNITED STATES IN AN OFFSHORE TRANSACTION, AS SUCH TERM IS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT, IN ACCORDANCE WITH RULES 904 AND 905 OF REGULATION S UNDER THE U.S. SECURITIES ACT, (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (IV) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT, IN EACH OF CASES (I) THROUGH (IV) IN

6

ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.

THE SECURITY REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO TRANSFER RESTRICTIONS WHICH REQUIRE THAT IN ADDITION TO ANY CERTIFICATIONS REQUIRED FROM A TRANSFEROR AS SET FORTH ON THE REVERSE OF THIS CERTIFICATE, PRIOR TO THE EXPIRATION OF A DISTRIBUTION COMPLIANCE PERIOD OF AT LEAST SIX MONTHS, THE TRANSFEREE CERTIFIES AS TO WHETHER OR NOT IT IS A U.S. PERSON WITHIN THE MEANING OF REGULATION S UNDER THE U.S. SECURITIES ACT AND MUST PROVIDE CERTAIN OTHER CERTIFICATIONS AND AGREEMENTS. PRIOR TO PERMITTING ANY TRANSFER, THE COMPANY MAY REQUEST AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH TRANSFER IS TO BE EFFECTED IN A TRANSACTION MEETING THE REQUIREMENTS OF REGULATION S UNDER THE U.S. SECURITIES ACT OR IS EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT.

7. DEPOSIT OF CONSIDERATION SHARES

7.1 On Completion, the Sellers as sole beneficial owners shall deposit 50 per cent of the Consideration Shares with the Escrow Agent for a period of three years by way of continuing security for the payment and satisfaction of any Claim that the Purchaser may have against any of the Sellers under this agreement or. Further terms of the deposit and security arrangement, including the terms of release of the deposited Consideration Shares over the three year security period, are set out in the Share Escrow Agreement. If the Sellers at any time proposes to the Purchaser the replacement of the Escrow Agent by a new escrow agent, the Sellers and the Purchaser shall in good faith co-operate in the appointment of such new escrow agent provided that the new escrow agent:

(a)	accepts the principles agreed in the Share Escrow Agreement;
(b)	accepts English as the governing language of the escrow arrangement;
(c)	has a reasonable level of experience of providing the relevant type of escrow services; and
(d)	makes a reasonable proposal on the escrow fees to be charged.

7

7.2 Without prejudice to clause 7.1 above, the Sellers shall not, during the period of one year after Completion (the Lock-Up Period) offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any of the Consideration Shares without the prior written consent of the Purchaser. The provisions of this subclause shall also apply to any other securities for the time being representing or replacing or derived from the Consideration Shares (whether by way of stock split, reverse stock split or recapitalisation), other than any such securities as may be acquired for cash by way of rights or other issue and other than stock dividends, and references in this clause to a Consideration Shares shall be construed accordingly. The same restrictions as set out in this clause 7.2 shall apply with respect to any of the Escrowed Shares for the whole period during which such Escrowed Shares remain deposited in escrow pursuant to the terms of the Share Escrow Agreement.

7.3 The restrictions in clause 7.2 shall not:

(a)	apply to transfers of any Consideration Shares by the Seller to the Purchaser pursuant to clause 9.15(b) or (c) of this agreement; or
(b)	prevent the Sellers from selling any of the Consideration Shares which are not deposited under the Share Escrow Agreement in order for the Sellers to be able to pay their tax liability resulting from the sale of the Shares provided that the Sellers demonstrate to the reasonable satisfaction of the Purchaser that they do not have sufficient funds to pay such tax liability otherwise; or
(c)	prevent the Sellers’ heirs from selling any of the Consideration Shares which are not deposited under the Share Escrow Agreement in order for the Sellers’ heirs to be able to pay their tax liability resulting from the inheritance of the Consideration Shares provided that the heirs demonstrate to the reasonable satisfaction of the Purchaser that they do not have sufficient funds to pay such tax liability otherwise.

Subject to clause 7.4, after the expiry of the Lock-Up Period, there shall be no limitation on the Sellers’ right to offer, sell, etc. any of the Consideration Shares (or any shares representing, replacing, derived from or that represent dividends on the Consideration Shares) that are not deposited under the Share Escrow Agreement, except for limitations resulting from applicable securities laws.

7.4

The Sellers shall, upon request from the US Guarantor or a securities dealer who purchases the US Guarantor’s common stock as principal in an underwritten public offering and not as part of such securities dealer’s market-making activities (the Underwriter), cooperate fully in any public offering of the US Guarantor’s common stock, which cooperation shall include, without limitation, the preparation and execution of lock-up agreements, underwriting agreements, registration statements, questionnaires and documents requested by regulatory authorities in connection with the public offering of the US Guarantor’s common stock, and any other customary documents related to an underwritten public offering of stock. Notwithstanding the foregoing, the Sellers shall not be required to give any representations and warranties except with respect to itself unless otherwise agreed.

7.5

Nothing in this clause shall prevent:

(a) a disposal pursuant to a court order; or

8

(b)	a renunciation of a right to subscribe for shares (where such right is derived from the Consideration Shares) or a failure to take up any such right; or
(c)	the Sellers from accepting a general offer made for all or a portion of the issued share capital of the US Guarantor (other than any issued share capital held by the offeror and/or persons acting in concert with the offeror); or
(d)	the Sellers from executing an irrevocable commitment to accept such a general offer, or a disposal or agreement to dispose of shares to a person who has made or announced his intention to make, or has a bona fide intention to make, such an offer; or
(e)	if the US Guarantor. makes an offer to its shareholders to purchase its own shares or proposes a scheme of arrangement, a disposal or agreement to dispose of any Consideration Shares pursuant to that offer or scheme; or
(f)	the passing of title to the Consideration Shares to the heirs, personal representatives or legal representatives of the Sellers upon the Sellers’ death or officially declared incapacity for legal acts, subject to the terms and conditions of the Share Escrow Agreement.

8. LOANS AND GUARANTEES

8.1

Except for the Shareholder Debt, there is no indebtedness of any kind (whether or not presently payable) by any Group Company to any Seller or any person connected with the Sellers. If it is established at any time after Completion that there was any such indebtedness as at Completion (except for the Shareholder Debt), then the Sellers shall (or shall procure that the relevant person connected with him/her to which that indebtedness is owed shall) waive that indebtedness at no cost to the Purchaser or the Group Company.

8.2

The Sellers shall procure that on Completion each Group Company is released from any guarantee or indemnity in respect of another person’s obligations, which it has given and which has not been disclosed in the Disclosure Letter.

9. WARRANTIES AND INDEMNITIES

9.1 The Sellers, subject to the provisions of clause 9.3 below and of schedule 5, represent and warrant to the Purchaser that:

(a)	except as fully and fairly disclosed to the Purchaser in the Disclosure Letter (with sufficient details to identify the nature and scope of the matter disclosed), each of the statements set out in schedule 4 (the Warranted Statements) is true and accurate; and
(b)	all information contained or referred to in the Disclosure Letter is in all material respects true and accurate and, to the best of the Sellers’ knowledge, complete.

9

9.2 The Sellers shall indemnify the Purchaser by the payment to the Purchaser of an amount equal to:

(a)	a reduction in the amount of the Company’s aggregate net assets which is the consequence of an increase in the amount of liabilities or a decrease in the value of assets resulting from an event, matter or circumstance occurring prior to 31 December 2007, provided that, for the avoidance of doubt, any decrease in assets or increase in liabilities shall be looked at in the aggregate and shall hence be offset against any increase in other assets or decrease in other liabilities; or
(b)	the Compensation arising from any of the Warranted Statements being untrue or inaccurate as the Completion Date or the date indicated in the relevant Warranted Statement; or
(c)	Losses incurred by the Company arising in respect of any Taxation required to be paid by the Company after Completion which is referable to events occurring or profits earned on or before Completion and which is not recorded in the Accounts or the Completion Statement; or
(d)	Losses incurred by the Company after Completion arising from the conduct prior to Completion of any Past Agreement; or
(e)	Losses incurred by the Company after Completion arising from the conduct prior to Completion of an Existing Clinical Trials Agreement, to the extent that the cause of the Losses is proved to be attributable wholly to the conduct of that Existing Clinical Trials Agreement before Completion. For the avoidance of doubt the Sellers shall not be liable for Losses (i) the cause of which is proved to be attributable to the conduct of an Existing Clinical Trials Agreement both before and after Completion; or (ii) the cause of which is proved to be attributable to the conduct of an Existing Clinical Trials Agreement after Completion; or (iii) the cause of which cannot be proved to be attributable to the conduct of an Existing Clinical Trials Agreement either before or after Completion; or
(f)	any Losses or expenses incurred by the Purchaser or any Group Company in connection with any liability arising out of: (i) the method of calculating by the Company of the value added tax in the period from July 2007 up to Completion; and (ii) the non-payment of social security taxes derived from expenses in data entry services outsourced by any Group Company in the period from 2005 to 2007.

For the avoidance of doubt and subject also to clause 9.13, the liability of the Sellers to pay a Claim for indemnification made by the Purchaser other than one made pursuant to subclause 9.2 (b) will not be limited or qualified in any respect by the contents of the Disclosure Letter.

9.3 Prior to signing this agreement, the Purchaser and the US Guarantor conducted due diligence with respect to the Company. Except for those items specifically addressed in this agreement (excluding schedule 3), notably, but without limitation, those items in respect of which indemnification is given under clause 9.2 (a) and 9.2 (c) to (f), the Purchaser and the US Guarantor represent and warrant that they have no actual knowledge of any breach of the Warranted Statements by the Sellers on the basis of the data and information disclosed by the Sellers to the Purchaser and the US Guarantor during the due diligence and in the Disclosure Letter.

10

9.4	Except in relation to matters disclosed in the Disclosure Letter (with sufficient details to identify the nature and scope of the matter disclosed) and to matters of which the Purchaser or the US Guarantor has actual knowledge on the date of this agreement, none of the Warranties shall be treated as qualified by any event, matter or circumstance which it is claimed that the Purchaser or the US Guarantor or their agents or advisers should have known.
9.5	In order to avoid double indemnification, (i) the same Claim occurring as a result of a breach of more than one Warranted Statement shall only be indemnified once and (ii) the Purchaser shall not be entitled to make a Claim under more than one paragraph of subclause 9 in respect of the same Loss.
9.6	The Purchaser shall promptly, after it becomes aware of a matter which is likely to give rise to a Claim, give written notice (a Claim Notice) to the Sellers specifying that matter. If that Claim arises from a claim against the Company or the Purchaser by a third party (including, but not limited to, an inquiry from a Taxation Authority) (a Third Party Claim), the Claim Notice shall be given within 20 calendar days from the date when the Purchaser becomes aware of the Third Party Claim or sooner if the Third Party Claim requires a response from the Purchaser earlier than the date falling 20 calendar after the date when the Purchaser becomes aware of the matter. Failure of the Purchaser to give the Claim Notice within the time periods specified above shall not release, waive or otherwise affect the Sellers’ obligations with respect thereto except to the extent that the Sellers are prejudiced as a result of that failure, in which case the indemnification in respect of the relevant Claim shall be reduced but only to the extent of that prejudice. A Claim Notice shall specify the matter in enough reasonable detail to enable the Sellers to appreciate its scope and its merits, and in the case of a Third Party Claim shall be accompanied by the documentation received by the Purchaser containing details of the Third Party Claim.
9.7	If a Claim arises as a result of a Third Party Claim, the Sellers may, but will not be obliged to, give a written notice to the Purchaser that they elect to assume at their own expense the conduct of the defence against the Third Party Claim, including selection of legal advisors.
9.8	Irrespective of whether the defence against a Third Party Claim is conducted by the Purchaser/Company or the Sellers:

(a)	that party shall keep the other party periodically and fully informed of the progress of the legal action and shall inform the other party sufficiently in advance so it can exercise its rights, attend hearing or similar proceedings and participate in the preparation of all written documents;
(b)	that party shall not assume any liability or make any settlement on behalf of the Company or the other party without that other party’s prior written consent which shall not be unreasonably withheld;
(c)	both parties shall co-operate in the defence of the Third Party Claim and the Purchaser shall to the extent permitted by applicable law:

(i)	procure that the Company gives reasonable access to the Sellers, their representatives and advisors to all documents and information necessary to instruct a claim and to defend its own interests and the Company’s interests;
(ii)	provide, at the Sellers’ expense, copies of those documents; and

11

(iii) procure that the Company gives reasonable access to the Sellers, their representatives and advisors to the Company’s employees, representatives and statutory auditors.

9.9	The Sellers shall use their best efforts to cure the matter or circumstance which shall have given rise to a Claim within thirty (30) calendar days of receiving a Claim Notice (Cure Period). In the event that within the Cure Period, the Sellers neither cure the matter or circumstance giving rise to the Claim nor dispute the Claim Notice, the Sellers shall pay within ten Business Days from the end of the Cure Period to the Purchaser the requested amount of the Claim. If within the Cure Period the Sellers notifies their disagreement to the Purchaser with the Claim, or the requested amount in either case, then the Sellers shall within twenty Business Days from either the date of an amicable settlement between the Sellers and the Purchaser, or, in the absence of an amicable settlement, the date of the relevant arbitral award in accordance with clause 23, pay to the Purchaser the agreed or adjudicated amount of the Claim.
9.10	If the defence against a Third Party Claim is conducted by the Sellers, the corresponding amount of the Claim arising from such Third Party Claim shall be paid by the Sellers to the Purchaser within ten Business Days from the date when the Company is required, pursuant to a final non-appealable court, arbitration or administration decision, expert determination or settlement agreement, to pay the Third Party Claim. Furthermore, if the Sellers wish to appeal against a decision in favour of the third party making the Third Party Claim and such appeal is subject to preliminary order or such decision orders the Company to make a payment before a relevant appeal may be filed, the Sellers will make such payment on behalf of the Company as a refundable advance the payment of which (i) does not impair in any event the Sellers’ right to challenge the Claim; and (ii) shall be refunded to the Sellers if the Third Party Claim in question is successfully appealed, to the extent that a Loss incurred by the Company in connection with the Third Party Claim is recovered by the Company.
9.11	The Purchaser shall (and procure that the Company shall) take all reasonable action to avoid or mitigate any Losses that may give rise to a Claim. In all events and if possible, the Sellers and the Purchaser agree to co-operate in good faith and provide each other with reasonable assistance in connection with any matter which is likely to give rise to a Claim.
9.12	The Warranties, and any Claim shall be subject to the limitations and other provisions set out in this agreement and schedule 5.
9.13	Nothing in this agreement, schedule 5 or in the Disclosure Letter shall qualify or limit the liability of any of the Sellers in relation to:

(a)	any of those Warranted Statements set out in paragraphs 1.3 (Ownership of the Shares), 1.12 (Insolvency), and 1.1 (a) and (b) (Capacity and consequences of sale) of schedule 4; or
(b)	any Claim attributable to a deliberate misrepresentation on the part of the Sellers.

EXCEPT THAT notwithstanding any provisions of this agreement to the contrary, any the maximum aggregate liability of the Sellers in respect of any and all Claims under this agreement (including the Sellers’ liability arising from the adjustment pursuant to clause 5) shall not exceed EUR 8,246,688 (in words: eight million two hundred and fourty six thousand six hundred and eighty eight euros); and

EXCEPT THAT notwithstanding any provisions of this agreement to the contrary, the liability of the Sellers in relation to any of those Warranted Statements set out in paragraphs

12

1.12 (Insolvency), and 1.1(a) and (b) (Capacity and consequences of sale) of schedule 4 shall terminate on the fourth anniversary of Completion.

Liability of the Sellers in relation to Warranted Statements other than as set out in subclauses (a) and (b) above and other Claims under 9.2 shall be limited in accordance with paragraph 3.1 of Schedule 5.

The Purchaser shall not have the right to make a Claim under clause 9.2 to the extent that provision is made for the matter in question, or its payment or discharge is reflected, in the Accounts or the Completion Statement or the adjustment pursuant to clause 5.

9.14 The Purchaser shall further not have the right to make a Claim to the extent that either:

(a)	it arises as a result only of a change in the legislation including but not limited to law of Taxation announced after the date of this agreement; or
(b)	it would not have arisen but for a change after Completion in GAAP and the accounting bases upon which the Company values its assets.

9.15 In case of a Claim other than for an adjustment pursuant to clause 5, the Sellers shall settle it at their option by:

(a)	a cash payment to the Purchaser; or
(b)	the transfer to the Purchaser of such number of the Consideration Shares as has a total value corresponding to the amount of Claim; as set forth in the Escrow Agreement; or
(c)	a combination of (a) and (b).

9.16 A transfer of Consideration Shares pursuant to clause 9.15 shall constitute a mutual set-off of the Sellers’ obligation to pay the amount of the Claim against the Purchaser’s obligation to pay for the Consideration Shares.

10. PURCHASER’S WARRANTIES

10.1 The Purchaser represents and warrants to the Sellers that:

(a)	it has the power to execute and deliver this agreement, and each of the other Transaction Documents to which it is or will be a party, and to perform its obligations under each of them and has taken all action necessary to authorise such execution and delivery and the performance of such obligations;
(b)	this agreement constitutes, and each of the other Transaction Documents to which it is or will be a party will, when executed, constitute legal, valid and binding obligations of the Purchaser in accordance with its terms;
(c)	all authorisations from, and notices or filings with, any governmental or other authority that are necessary to enable the Purchaser to execute, deliver and perform its obligations under this agreement and each of the other Transaction Documents to which it is or will be a party have been obtained or made (as the case may be);

13

(d)	the Consideration Shares will be legally and validly issued and shall be free of any Encumbrance;
(e)	the Purchaser is a corporation duly organized and validly existing under the laws of Spain and has all requisite corporate power to own its properties and carry on its business as now being conducted
(f)	there is no claim, action, lawsuit, arbitration, judicial or administrative proceeding pending or, to the knowledge of the Purchaser, threatened against the Purchaser, which questions the valid execution, delivery or performance by the Purchaser of its obligations under this agreement or any of the other documents referred to herein, or the consummation by the Purchaser of the transaction contemplated hereby; and
(g)	neither the execution of this agreement by the Purchaser nor the consummation or performance of the contemplated transaction by the Purchaser will give any person the right to prevent, delay, or otherwise interfere with the contemplated transaction pursuant to:

(i)	any provision of the Purchaser’s organizational documents;
(ii)	any resolution adopted by the board of directors or the shareholders of the Purchaser;
(iii)	any legal requirement or order to which the Purchaser may be subject; or
(iv)	any contract to which the Purchaser is a party or by which the Purchaser may be bound.

10.2 The Purchaser shall indemnify the Sellers against any Losses suffered by the Sellers arising from any of the Purchaser’s warranties which would be untrue or inaccurate.

11. IMITIS

As soon as practicable after Completion and in any event before 30 June, 2009, the Sellers shall, in co-operation with the FrenchCo and other shareholders in IMITIS, use reasonable efforts to procure completion of the following steps:

(a)	IMITIS shall transfer to FrenchCo all of its contracts with employees, Existing Clinical Research Agreements, intellectual property rights and fixed and other assets, at a price to be mutually agreed by the French Seller and the Purchaser, such price to be as low as possible subject to applicable law and transfer pricing regulations;
(b)	all shareholder indebtedness owed by IMITIS to the FrenchCo or any persons related to it shall be waived;
(c)	other liabilities owed by IMITIS to third parties shall be settled at the expense of the Sellers, provided that such expense may be shared by the French Seller with other shareholders in IMITIS subject to their mutual agreement;

14

(d) IMITIS shall enter into and complete winding-up/liquidation proceedings, provided that associated reasonable legal fees shall be borne by the FrenchCo. Any other costs or expenses shall be settled by the Sellers, provided that such costs or expenses may be shared by the French Seller subject to their mutual agreement.

11.2 All shareholder indebtedness owed by IMITIS to the FrenchCo and an amount of reasonable legal fees not exceeding EUR 5,000 and associated with the winding-up/liquidation proceedings of IMITIS as envisaged under clause 11.1(d) and all liabilities of IMITIS shall be ignored for the purposes of the calculation of the Actual Net Current Assets.

12. PROTECTIVE COVENANTS

12.1 Each Seller covenants with the Purchaser and the SpanishCo and the Company that they shall not:

(a)	be concerned in any business carrying on business in Spain, which is competitive with the Business; or
(b)	except on behalf of the Company, canvass or solicit orders for services similar to those being provided by the Company at Completion from any person who is at Completion or has been at any time within 2 years prior to Completion a client of the Company; or
(c)	induce or attempt to induce any person who is at Completion a director or senior employee of the Company to leave the employment of the Company; or
(d)	employ or attempt to employ any person who is at Completion a director or senior employee of the Company; or
(e)	do or say anything which is harmful to the reputation of the Company (provided that this shall not prevent the Sellers from defending itself in any litigation with the Company, the Purchaser or the US Guarantor) or which may lead a person to cease to deal with the Company on substantially equivalent terms to those previously offered or at all; or
(f)	make use of or (except as required by law or any competent regulatory body) disclose or divulge to any third party any information of a secret or confidential nature relating to, or to the business or affairs of, the Company or to any of the employees, clients or suppliers of the Company (provided that this shall not prevent the Sellers from defending itself in any litigation with the Company, the Purchaser or the US Guarantor); or
(g)	use or (insofar as he/she can reasonably do so) allow to be used (except by the Company) any trade name used by the Company at Completion or any other name intended or likely to be confused with such a trade name.

15

12.2 Each Seller’s obligations arising from the protective covenants stated in subclauses 12.1(a) to 12.1(e) above shall lapse upon the expiration of a period of 24 months after Completion.

12.3 For the purposes of this clause:

(a) a person is concerned in a business if he/she carries on the business as principal or agent or if:

(i)	is a partner, director, employee, secondee, consultant or agent in, of or to any person who carries on the business; or
(ii)	has any direct or indirect financial interest (as shareholder or otherwise) in any person who carries on the business; or
(iii)	is a partner, director, employee, secondee, consultant or agent in, of or to any person who has a direct or indirect financial interest (as shareholder or otherwise) in any person who carries on the business,

disregarding any financial interest of a person in securities which are listed or traded on any generally recognised market if that person, the Sellers and any person connected with that person or any Seller (the Investors) are together interested in securities which amount to less than 5% of the issued securities of that class and which, in all circumstances, carry less than 5% of the voting rights (if any) attaching to the issued securities of that class, and provided that none of the Investors is involved in the management of the business of the issuer of the relevant securities or of any person connected with it otherwise than by the exercise of voting rights attaching to securities; and

(b) references to a Group Company include its successors in business.

12.4 Each of the restrictions in each paragraph or subclause above shall be enforceable independently of each of the others and its validity shall not be affected if any of the others is invalid.

12.5 If any of those restrictions is void but would be valid if some part of the restriction were deleted, the restriction in question shall apply with such modification as may be necessary to make it valid.

12.6 Notwithstanding any provision of this clause 12, the Sellers shall be entitled to carry on their activity as members professional associations connected with the business of the Company.

13. ANNOUNCEMENTS

13.1 No party shall, and each party shall procure that no adviser or other person connected with any of them shall, make any announcement concerning the sale or purchase of the Shares or any related or ancillary matter before, on or after Completion, without the other party’s prior approval which shall not be unreasonably withheld.

13.2 The Sellers shall also procure that the Group Company and advisers and other persons connected with the Sellers shall not make any announcement concerning the sale or purchase of the Shares or any related or ancillary matter on or before Completion.

13.3 Nothing in this clause prevents any announcement being made with the written approval of the other parties, which shall not be unreasonably withheld or delayed.

16

14. LIABILITY OF THE SELLERS

14.1 It is agreed and understood that the Sellers are and shall be jointly liable for any obligations under this agreement. Each Seller shall be so liable in proportion to the percentage of his/her shareholding interest in the Company as set opposite such Seller’s name in column (D) of Schedule 1.

14.2 Without prejudice to clause 18.1, with respect to any payments to be made by the Sellers to the Purchaser or to be received by the Sellers from the Purchaser or the US Guarantor (as applicable), each Seller shall make a payment or receive a payment (as applicable) of a sum equal to the percentage set against his/her name in column (D) of schedule 1.

14.3 The Purchaser may release or compromise in whole or in part the liability of any of the Sellers under this agreement or grant any time or indulgence to that Seller without affecting the liability of any other Seller.

15. NOTICES

15.1 Any notice or other communication to be given under this agreement shall be in writing (which includes fax but not email) in English and must be delivered in person, or sent by recognised international courier service, by recorded delivery letter or by fax to the party to whom it is to be given as follows:

(a)	to any and all of the Sellers at the address of the Sellers’ Nominee at:
	Mr. Jordi Naval Chamosa
	C/ Guardería 3, 08017 Barcelona
	Mr. José Manuel Más Benavente
	Avenida Banús baja 10-14, 1º-3º, 08923 Santa Coloma de Gramenet
	Mr. Ramón Santiago Banet Andujar
	C/ Muntaner 121, 4º 2a, 08036 Barcelona
	Mr. Xavier Molina Figueras
	C/ Riera de Tena, 38-40 Entlo 1a, 08014 Barcelona
	Ms. María Ester Ramírez Vázquez
	Avenida Banús baja 10-14, 1º-3º, 08923 Santa Coloma de Gramenet
	Marked for the attention of each Seller’s Nominee,

(b)	to the Purchaser at:
	RPS SPAIN, S.L. C/ Ayala 66., Madrid Spain
	with a copy at:

17

	ReSearch Pharmaceutical Services Inc.
	520 Virginia Drive Fort Washington, PA 19034 USA
	Fax: +1 484-533-2018 and with a copy to Allen & Overy Praha, Advokátní kancelář
	V Celnici 4 Prague 1, 110 00, Czech Republic
	Fax: + 420 222 107 107
	Marked for the attention of the managing partner
(c)	to the US Guarantor at:
	ReSearch Pharmaceutical Services Inc.
	520 Virginia Drive Fort Washington, PA 19034 USA
	Fax: +1 484-533-2018
	Marked for the attention of Dan Perlman and Steve Bell,
	with a copy to the US Guarantor’s counsel Allen & Overy Praha, Advokátní kancelář
	V Celnici 4 Prague 1, 110 00, Czech Republic
	Fax: + 420 222 107 107
	Marked for the attention of the managing partner

or at any such other address or fax number of which it shall have given notice for this purpose to the other parties under this clause.

15.2 Any notice or other communication shall be deemed to have been given:

(a)	if delivered by hand or courier, at the time of delivery;
(b)	if sent by fax, on the date of transmission, if transmitted before 3.00 p.m. (local time at the country of destination) on any Business Day, and in any other case on the Business Day following the date of transmission, provided that a copy of the fax is sent by recorded delivery letter with acknowledgment of receipt within two (2) Business Days; and

18

(c) if sent by recorded delivery letter with acknowledgment of receipt on the date on which it is received within eight (8) calendar days after the registered letter is presented for the first time at the address of the receiving party.

15.3 In proving the giving of a notice or other communication, it shall be sufficient to prove that delivery was made or that the fax was properly addressed and transmitted, as the case may be.

15.4 This clause shall not apply in relation to the service of any summons, notice, order, judgment or other judicial document relating to or in connection with any proceedings, suit or legal action arising out of or in connection with this agreement.

16. FURTHER ASSURANCES

16.1 On or after Completion each Seller shall, at his/her own cost and expense, execute and do (or procure to be executed and done by any other necessary party) all such deeds, documents, acts and things as the Purchaser may from time to time reasonably require in order to vest any of the Shares in the Purchaser or its assignee or as otherwise may be necessary to give full effect to this agreement and the other Transaction Documents.

16.2 In relation to each Group Company, the Sellers shall procure the convening of all meetings, the giving of all waivers and consents and the passing of all resolutions as are necessary under statute, its constitutional documents or any agreement or obligation affecting it to give effect to this agreement and the other Transaction Documents.

17. ASSIGNMENTS

17.1 The Purchaser may freely assign the benefit of this agreement and any other Transaction Document to a wholly owned subsidiary of the US Guarantor without the approval of the Sellers and if it does so:

(a)	the assignee may enforce the obligations on the part of the Sellers under this agreement and under any other Transaction Document as if it had been named in this agreement and any other Transaction Document as the Purchaser;
(b)	as between the Sellers and the Purchaser, the Sellers may nevertheless enforce this agreement and any other Transaction Document against the Purchaser and the US Guarantor as if the assignment had not occurred;
(c)	the assignment shall not in any way operate so as to increase the liability of the Purchaser or the Sellers (or any of them) under this agreement or any other Transaction Document; and
(d)	the Purchaser shall remain jointly and severally liable with the assignee.

17.2 Except as permitted by this clause, none of the rights or obligations under this agreement or any other Transaction Document may be assigned or transferred without the prior written consent of the Sellers and the Purchaser.

18. PAYMENTS

18.1 Unless otherwise expressly stated (or as otherwise agreed in the case of a given payment), each payment to be made under this agreement (including any payment by the US Guarantor)

19

shall be made in Euro by transfer of the relevant amount into the relevant account on or before the date the payment is due for value on that date. Any payment to any of the Sellers hereunder shall be made to the account of the Sellers’ Nominee at:

Account name:	Jordi Naval Chamosa [             ]
Account name:	Ramón Banet Andujar [             ]
Account name:	Jose Manuel Más Benavente [             ]
Account name:	Xavier Molina Figueras [             ]
Account name:	Esther Ramírez Vázquez [             ]

or such other account as the Sellers’ Nominee shall, not less than three Business Days before the date that payment is due, have specified by giving notice to the Purchaser for the purpose of that payment.

18.2 If a party defaults in making any payment when due of any sum payable under this agreement, it shall pay interest on that sum from (and including) the date on which payment is due until (but excluding) the date of actual payment (after as well as before judgment) at an annual rate of LIBOR plus 2 per cent, which interest shall accrue from day to day and be compounded monthly.

18.3 If any Seller or the Purchaser, as the case may be, is required by law to make a deduction or withholding in respect of any sum payable under this agreement, such Seller or the Purchaser, as the case may be, shall, at the same time as the sum which is the subject of the deduction or withholding is payable, make a payment to the Purchaser or such Seller, as the case may be,

20

of such additional amount as shall be required to ensure that the net amount received by the Purchaser or such Seller, as the case may be, will equal the full amount which would have been received by it had no such deduction or withholding been required to be made.

18.4 Without prejudice to any other rights or remedies available to it, the Purchaser may deduct from any amount payable by it under this agreement any sum due to it under the provisions of clause 9. This right shall not be assignable by the Purchaser to a third party without the Sellers’ consent, except as a part of an assignment pursuant to clause 17.1.

18.5 Unless provided otherwise in this agreement, any payment under this agreement shall be made in euros. For the purpose of USD/EUR conversion under this agreement, the applicable USD/EUR rate shall be the nominal effective exchange rate quoted by the European Central Bank at the date of the relevant Claim Notice in case of a Claim and in other cases the due date for making the relevant payment.

19. GENERAL

19.1	Each of the obligations, Warranties and undertakings set out in this agreement (excluding any obligation which is fully performed at Completion) shall continue in force after Completion and shall not be affected by the waiver of any Condition or any notice given by the Purchaser in respect of any Condition.
19.2	Except as otherwise expressly provided in this agreement each party shall pay the costs and expenses incurred by it in connection with the entering into and completion of this agreement. Registration duties or similar levies that may become payable as a result of this agreement or the transfer of the Shares pursuant thereto shall be borne by the Purchaser.
19.3	This agreement may be executed in any number of counterparts, all of which, taken together, shall constitute one and the same agreement, and any party (including any duly authorised representative of a party) may enter into this agreement by executing a counterpart. Facsimile signatures shall be valid and binding to the same extent as original signatures.
19.4	In order to comply with the Spanish formalities and in order to effectively transfer the Shares, the parties shall also execute a short form agreement in the Agreed Form. Such short form agreement shall be understood and interpreted in accordance with this agreement.
19.5	The rights of each party under this agreement:

(a)	may be exercised as often as necessary;
(b)	except as otherwise expressly provided in this agreement, are cumulative and not exclusive of rights and remedies provided by law; and
(c)	may be waived only in writing and specifically.

Subject to the exercise of the Purchaser’s rights within the time limits set out in clause 9 above, delay in exercising or non-exercise of any such right is not a waiver of that right.

20. WHOLE AGREEMENT

20.1 This agreement and the other Transaction Documents contain the whole agreement between the parties relating to the transactions contemplated by the Transaction Documents and supersede all previous agreements, whether oral or in writing, between the parties relating to

21

these transactions. Except as required by statute, no terms shall be implied (whether by custom, usage or otherwise) into this agreement.

20.2 Each party acknowledges that in agreeing to enter into this agreement and the other Transaction Documents it has not relied on any express or implied representation, warranty, collateral contract or other assurance (except those set out in the Transaction Documents) made by or on behalf of any other party before the entering into of this agreement. Each party waives all rights and remedies which, but for this subclause 20.2, might otherwise be available to it in respect of any such representation, warranty, collateral contract or other assurance.

20.3 Subject to clause 9.13 and schedule 5, nothing in this clause limits or excludes any liability for deliberate misrepresentation.

21. GUARANTEES

21.1	The US Guarantor hereby irrevocably guarantees to the Sellers the fulfilment of all of the Purchaser’s obligations under this agreement, should the Purchaser not fulfil them when due.
21.2	The obligations of the US Guarantor under this clause 21 shall survive termination of this agreement (a) as to any obligations of the Sellers or the Purchaser (as relevant) which survive termination of this agreement, and (b) as to any obligations of the Sellers or the Purchaser (as relevant) which remained unsatisfied as of the termination of this agreement.
21.3	The US Guarantor hereby represents and warrants to the Sellers that

(a)	the US Guarantor has the power to execute this agreement and validly perform its obligations hereunder;
(b)	the US Guarantor is a corporation duly organized and validly existing under the laws of the State of Delaware, United States of America;
(c)	the execution, delivery and performance by the US Guarantor of its obligations under this agreement do not violate or conflict with any of the terms or provisions of the certificate of incorporation or by-laws of the US Guarantor;
(d)	the execution, delivery and performance of this agreement and the other documents contemplated hereby are within the corporate power and authority of the US Guarantor, have been duly authorized by all necessary corporate action on the part of the US Guarantor and constitute a valid and binding agreements for the US Guarantor, enforceable against it in accordance with its terms;
(e)	there is no claim, action, lawsuit, arbitration, judicial or administrative proceeding pending or, to the knowledge of the US Guarantor, threatened against the US Guarantor, which questions the valid execution, delivery or performance by the US Guarantor of its obligations under this agreement or any of the other documents referred to herein, or the consummation by the US Guarantor of the transaction contemplated hereby.
(f)	the US Guarantor has filed or furnished, as applicable, all required registration statements, prospectuses, reports, schedules, forms,

22

statements and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished, as applicable, by it with the US Securities and Exchange Commission (the SEC) since December 1, 2007. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including those that Parent may file subsequent to the date hereof until the Effective Time) are referred to herein as the SEC Reports. As of their respective dates, the SEC Reports (i) were prepared in accordance with and complied in all material respects with the requirements of the US Securities Act of 1933, as amended, or the US Securities Exchange Act of 1934, as amended (the Exchange Act), as the case may be, and the rules and regulations of the SEC thereunder applicable to such SEC Reports, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of US Guarantor’s subsidiaries is required to file any forms, reports or other documents with the SEC;

(g)	the financial statements of the US Guarantor included in the SEC Reports, as of their respective dates, comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles (US GAAP) (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the US Guarantor and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements to normal year-end adjustments);
(h)	the US Guarantor has no material liabilities of the type required by US GAAP to be reported in a balance sheet included in a Quarterly Report on Form 10-Q or Annual Report on Form 10-K other than (i) those required to be set forth or adequately provided for in the balance sheet included in the US Guarantor’s most recently filed Quarterly Report on Form 10-Q (including the notes thereto, the “Balance Sheet”), or (ii) those incurred in the ordinary course of business since the date of the Balance Sheet, consistent with past practices;
(i)	Except as disclosed in the SEC Reports, since the date of the most recent unaudited financial statements included in the SEC Reports and through the date of this agreement, there has not been (i) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of the US Guarantor’s capital stock, (ii) any amendment of any provision of the certificate of incorporation or bylaws of, or of any material term of any outstanding security issued by, the US Guarantor, (iii) any material change in any method of accounting or accounting practice by the US Guarantor except for any such change required by a change in US GAAP, or (iv) any split, combination or

23

reclassification of any of its capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of, or in substitution for shares of its capital stock..

21.4	The US Guarantor covenants and agrees that it shall not cancel the trading of its common stock on AIM prior to December 31, 2008.
21.5	The US Guarantor shall indemnify the Sellers against any Losses suffered by the Sellers resulting from any of the US Guarantor’s warranties being untrue or inaccurate.

22.	GOVERNING LAW
	This agreement and any non-contractual obligations arising out of or in connection with it shall be governed by Spanish law.

23.

DISPUTE RESOLUTION

All disputes arising out of or in connection with this Agreement, shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by a single arbitrator, if the dispute involves an amount of less than EUR 500,000, and by three arbitrators, if the dispute involves an amount of EUR 500,000 or more, to be appointed in accordance with those Rules. The place of arbitration shall be Geneva, Switzerland and the language of proceedings shall be English, except that this shall not require the translation into English language of relevant documentary evidence.

24.

LANGUAGE

Subject to clause 23 above, the language of this agreement and the transactions envisaged by it is English and all notices to be given in connection with this agreement must be in English. All demands or requests to be provided in connection with this agreement and the transactions envisaged by it must be in English or accompanied by a certified English translation; in this case the English translation prevails unless another language is used in this agreement or the document or communication is a statutory or other official document or communication, in which case that other language shall prevail.

AS WITNESS this agreement has been signed by the parties (or their duly authorised representatives) on the date stated at the beginning of this agreement.

24

SCHEDULE 1

THE SELLERS

				(D)					(F)
(A)		(C)		Percentage of			(E)		Number of
Name and address of	(B)	Number of Shares in		shareholding in the			Cash Consideration		Consideration
Seller1	Company:	the Company:		Company			(EUR)		Shares
Jordi Naval Chamosa	INFOCIENCIA SL		5,340		29.667	%		733,955.41		416,774
Ramon Santiago Banet Andujar	INFOCIENCIA SL		5,340		29.667	%		733,955.41		416,774
José Manuel Más Benavente	INFOCIENCIA SL		5,340		29.667	%		733,955.41		416,774
Xavier Molina Figueras	INFOCIENCIA SL		1,440		8.000	%		197,920.56		112,388
María Esther Ramirez Vázquez	INFOCIENCIA SL		540		3.000	%		74,220.21		42,146

¹ For these purposes, the address of all the Sellers is Balmes 86, Barcelona (Spain).

25

SCHEDULE 2

GROUP COMPANIES

PART 1

COMPANIES

Company name:	INFOCIENCIA S.L.
Registered number:	B-61832036
Registered office:	Balmes 86, Barcelona (Spain)
Date and place of incorporation:	17 December 1998, Barcelona (Spain)
Directors:	Jordi Naval Chamosa (Chairman and Managing Director), José Manuel Más Benavente (Managing Director) and Ramon Santiago Banet Andujar (Managing Director).
Secretary:	José Manuel Más Benavente
VAT number:	B-61832036
Accounting reference date:	31 December
Auditors:	N/A
Authorised capital:	EUR 18,000
Issued capital:	EUR 18,000
Company name:	INFOCIENCIA CLINICAL RESEARCH SL
Registered number:	B-62604939
Registered office:	Balmes 86, Barcelona (Spain)
Date and place of incorporation:	13 June 2001, Barcelona (Spain)
Directors:	Jordi Naval Chamosa (Chairman andManaging Director), José Manuel Más Benavente (Managing Director), Ramon Santiago Banet Andujar (Managing Director) and Xavier Molina Figueras (Managing Director).
Secretary:	José Manuel Más Benavente
VAT number:	B-62604939
Accounting reference date:	31 December
Auditors:	N/A
Authorised capital:	EUR 18,000
Issued capital:	EUR 18,000

26

PART 2

IMITIS

Company name:	IMITIS SAS
Registered number:	498 218 908 R.C.S. Nanterre
Registered office:	60 Rue Carnot, 92100 Boulogne Billancourt
Date and place of incorporation:	30 May 2007, France
Directors:
Secretary:
Accounting reference date:
Auditors:
Authorised capital:
Issued capital:
Shareholders:	IMEREM Institut für medizinisches
	Forschungsmanagement und Biometrie GmbH
	INFOCIENCIA S.L.
	M&M Clinical Research Enterprise
	THERAPHARM RECHERCHES TH.R.

27

SCHEDULE 3

LEASEHOLD PROPERTIES

Description:	Office located at calle Balmes 86 (ground floor), Barcelona.
Date of and parties to lease:	17 July 2007. Fincas Simeon GPI (lessor) and Spain CRO 1 (lessee)
Term:	5 years from 17 July 2007
Present rent:	EUR 1,100 per month
Next rent review:	To be updated annually in accordance with the RPI (Retail Price Index)
Present use:	Office
Description:	Office located at calle Balmes 86 (second floor), Barcelona.
Parties to lease:	Fincas Simeon GPI (lessor) and Spain CRO 1 (lessee)
Term:	Expiry date 19 November 2013
Present rent:	EUR 1,250 per month
Next rent review:	To be updated annually in accordance with the RPI (Retail Price Index)
Present use:	Office
Description:	Office located at calle Balmes 86 (principal premise), Barcelona.
Date of and parties to lease:	10 July 2000. Mr. Josep María Mascaró Ballester (lessor) and Spain CRO 2 (lessee)
Term:	10 years from 10 July 2000
Present rent:	EUR 1,141.92 per month
Next rent review:	To be updated annually in accordance with the RPI (Retail Price Index)
Present use:	Office
Description:	Office located at calle Balmes 86 (third floor), Barcelona.
Date of and parties to lease:	2 February 2005. Fincas Simeon GPI (lessor) and Spain CRO 2 (lessee)
Term:	8 years from 2 February 2005
Present rent:	EUR 900 per month
Next rent review:	To be increased by 10%.
Present use:	Office
Description:	Office located at calle Santa Rosalía 83-85, low floor, Barcelona.
Date of and parties to lease:	22 November 2006. Ms. Sacramento López Ruiz (lessor) and Spain CRO 2 (lessee)
Term:	3 years from 22 November 2006
Present rent:	EUR 300 per month

28

Next rent review:	To be updated annually in accordance with the RPI (Retail Price Index).
Present use:	Storage facility
Description:	Office located at calle Segre 29, first floor C, Madrid.
Date of and parties to lease:	10 May 2006. Estero de la Montaña, S.L. (lessor) and Spain CRO 2 (lessee)
Term:	5 years from 10 May 2006
Present rent:	EUR 2,400 per month
Next rent review:	To be updated annually in accordance with the RPI (Retail Price Index)
Present use:	Office

29

SCHEDULE 4

WARRANTIES

1.	GENERAL
1.1	Capacity and consequences of sale
(a)	Each Seller has the requisite capacity, power and authority to execute and deliver this agreement and each of the other Transaction Documents and to perform his/her obligations under each of them and has taken all action necessary to authorise such execution and delivery and the performance of such obligations.
(b)	Each of the other Transaction Documents to which any Seller is or will be a party will, when executed, constitute legal, valid and binding obligations of that Seller in accordance with its terms.
(c)	The execution and delivery by each Seller of this agreement and of each of the other Transaction Documents and the performance of the obligations of each Seller under it and each of them do not and will not:

(i) conflict with or constitute a default under any provision of:

(A)	any agreement or instrument to which any Seller or any Group Company is a party; or
(B)	the constitutional documents of any Group Company; or
(C)	any law, lien, lease, order, judgment, award, injunction, decree, ordinance or regulation or any other restriction of any kind or character by which any Seller or any Group Company is bound; or

(ii)	relieve any other party to a contract with the concerned Group Company of its obligations or enable that party to vary or terminate its rights or obligations under that contract; or
(iii)	result in the creation or imposition of any Encumbrance on any of the Shares or any of the property or assets of any Group Company.

(d)

All consents or authorisations from, and notices or filings, other than those relating to issuance and offer of the Consideration Shares, with, governmental or other authority (other than anti-trust authorities) or any other third person that are necessary to enable each Seller to execute, deliver and perform its obligations under this agreement and each of the other Transaction Documents have been obtained or made (as the case may be) and are in full force and effect and all conditions of each such authorisation have been complied with.

(e)

The execution, delivery and performance by the Sellers of this agreement does not and will not conflict with or result in a breach of the terms, conditions or provisions of, constitute a default under, result in violation of any authorisation, consent, approval, exemption or other action by or declaration or notice to any third person pursuant to any laws or agreements to which the Sellers or the Group Company are subject.

30

1.2	Recitals and schedules
(a)	The particulars relating to the Group Companies and the Properties set out in the recitals and the schedules to this agreement are true and accurate.
(b)	All information supplied by the Sellers to the Purchaser or its agents and advisers is accurate and complete in all material respects.
1.3	Ownership of the Shares
(a)	The shares, details of which are set out opposite “issued capital” in schedule 2, constitute the whole of the issued share capital of the relevant Group Company and are fully paid up.
(b)	The Sellers are the sole owners of the Shares in the Company as specified in Schedule 1 and have full power, right and authority to transfer such Shares to the Purchaser.
(c)	No person is entitled or has claimed to be entitled to require any Group Company to issue any share or loan capital either now or at any future date whether contingently or not.
(d)	There is no Encumbrance on, over or affecting any of the Shares and no person has claimed to be entitled to any such Encumbrance.
1.4	Subsidiaries and associations
(a)	The Company holds a 100% shareholding in SpanishCo free from any Encumbrances.
(b)	SpanishCo holds a 20% shareholding in IMITIS free from any Encumbrance.
(c)	IMITIS has been duly incorporated and properly formed and is validly existing under French law.
(d)	other than as set out in the Disclosure Letter, IMITIS holds no assets, has no employees, is not a party to any Clinical Trials Agreements or any other agreement and conducts no business and has no liabilities.
(e)	The Company:

(i)	does not hold nor beneficially own nor has agreed to acquire any securities of any other company other than SpanishCo; or
(ii)	is not, nor has agreed to become, a member of any partnership (whether incorporated or unincorporated) or other unincorporated association, joint venture or consortium (other than recognised trade associations).

(f) SpanishCo:

(i)	does not hold nor beneficially own nor has agreed to acquire any securities of any other company other than IMITIS; or
(ii)	is not, nor has agreed to become, a member of any partnership (whether incorporated or unincorporated) or other unincorporated association, joint venture or consortium (other than recognised trade associations).

(g) Other than as set out in the Disclosure Letter, IMITIS has no other outstanding indebtedness owing from IMITIS to the Sellers, SpanishCo or any person connected with the Sellers.

31

1.5	Sellers’ other interests
	None of the Sellers nor any person connected with any Seller is concerned in any business which is competitive with the business of any Group Company.
1.6	Constitutional documents, statutory books and returns
(a)	Each Group Company has been duly incorporated and properly formed and is validly existing under the respective law.
(b)	The copy of the by-laws is accurate in all material respects and has annexed or incorporated copies of all resolutions or agreements required by applicable laws to be so annexed or incorporated.
(c)	The register of members and other statutory books and registers of each Group Company have been properly kept in all material respects and no notice or allegation that any of them is incorrect or should be rectified has been received.
(d)	All returns, particulars, resolutions and other documents which a Group Company is required by law to file with or deliver to the registrar of companies or his equivalent have been correctly made up in all material respects and duly filed or delivered.
1.7	Licences and consents
	Each Group Company has, and has at all times in all material respects complied with the terms and conditions of, all licences (including statutory licences), authorisations and consents necessary to own and operate its assets and to carry on its business as it does at present and no circumstances exist which may result in the termination, revocation, suspension or modification of any of those licences, authorisations or consents or that may prejudice the renewal of any of them.
1.8	Compliance with laws
	No Group Company, nor any of the officers, or to the best of the Sellers’ knowledge employees of any Group Company (during the course of his duties), has done or omitted to do anything material which is a contravention of any law, order, regulation or the like which has resulted or may result in any fine, penalty or other liability or sanction on the part of any Group Company and no claims have been received in respect of such matter.
1.9	Litigation
(a)	No Group Company is engaged in any litigation, arbitration or alternative dispute resolution proceedings and there are no such proceedings threatened in writing by or against any Group Company.
(b)	So far as the Sellers are aware, there are no circumstances which are likely to give rise to any litigation, arbitration or alternative dispute resolution proceedings by or against any Group Company.
(c)	No Group Company is the subject of any investigation, inquiry, enforcement proceedings or process by any governmental, administrative or regulatory body nor, so far as the Sellers are aware, are there any circumstances which are likely to give rise to any such investigation, inquiry, proceedings or process.

32

1.10	Ownership of assets
(a)	At the Accounts Date all the assets included in the Accounts were owned by the relevant Group Company and full and accurate particulars of all fixed assets acquired or agreed to be acquired by any Group Company since the Accounts Date are set out in the Disclosure Letter.
(b)	Except for current assets offered for sale or sold in the ordinary course of business, no Group Company has since the Accounts Date disposed of any of the assets included in the Accounts or any assets acquired or agreed to be acquired since the Accounts Date.
(c)	None of the property, assets, goodwill of any Group Company is subject to any Encumbrance.
(d)	The assets of each Group Company comprise all the assets necessary for the continuation of its business as carried on at the date of this agreement.
1.11	Vulnerable prior transactions
	There has been no transaction pursuant to or as a result of which (i) any of the Shares or (ii) any asset owned, purportedly owned or otherwise held by any Group Company is liable to be transferred or re-transferred to another person or which gives or may give rise to a right of compensation or other payment in favour of another person under the law of any relevant jurisdiction.
1.12	Insolvency
(a)	For the purposes of this paragraph, Insolvency Proceedings means any form of bankruptcy, liquidation, receivership, administration, or scheme with creditors, interim or provisional supervision by the court or court appointee, whether in the jurisdiction of the place of incorporation or in any other jurisdiction, whether in or out of court.
(b)	No Group Company or any part of its assets is subject to any Insolvency Proceedings.
(c)	No Group Company has stopped or suspended payment of its debts, become unable to pay its debts or otherwise become insolvent in any relevant jurisdiction.
(d)	There are no circumstances which require or would enable any Insolvency Proceedings to be initiated which would be reasonably likely to be successful in respect of any Group Company or any part of its assets or undertaking of any Group Company.
(e)	There are no transactions capable of being set aside, stayed, reversed, avoided or affected in whole or in part by any Insolvency Proceedings pending on the date of this agreement in relation to any Group Company or any person with whom any Group Company has dealt or any of its assets or undertaking (whether or not such proceedings have commenced) whether as transactions at undervalue, in fraud of or against the interests of creditors, preferences or Paulian actions or similar concepts or legal principles.
1.13	Environmental matters
(a)	In this paragraph:

(i) Dangerous Substance means any natural or artificial substance or thing (whether in a solid, liquid, gas, vapour or other form) that is capable (alone or in combination) of causing harm to man or any other living organism or of damaging the Environment or public health or welfare (including controlled, clinical, special or hazardous waste,

33

polluting, toxic or dangerous substances, radiation, noise, vibration, electricity and heat);

(ii)	Environment means any or all of the following media: air (including air within any building or other natural or man-made structure whether above or below ground), water (including surface waters, underground waters, groundwater, coastal and inland waters and water within any natural or man-made structure), land (including land under water, surface land and sub-surface land), flora, fauna, ecosystems and man;
(iii)	Environmental Law means any and all applicable laws and regulations, judgments, orders and decisions concerning the protection of the Environment, human health or welfare, the conditions of the workplace or the generation, transportation, storage, treatment or disposal of any Dangerous Substance;
(iv)	Regulatory Authority means any governmental authority, agency, or any other court having jurisdiction over the concerned Group Company in respect of any Environmental Law;
(v)	Relevant Property means any property or part thereof now or previously owned, leased, occupied or controlled by any Group Company;

(b)	Neither any Seller nor any Group Company has received any notice or other communication from which it appears that any Group Company has been, is or may be in violation of any Environmental Law.
(c)	No Dangerous Substance has been used, disposed of, stored, transported, or emitted at, on, from or under any Relevant Property nor has any Group Company or any other person or entity for which a Group Company can be liable, disposed of, stored, transported, or emitted any Dangerous Substance at, on, from or under any other place.
(d)	A copy of all environmental or health and safety assessments, audits, reviews or investigations, whether in draft or final form, which concern in whole or in part (directly or indirectly) the current or previous operations of any Group Company or any matter relating to the Environment at any Relevant Property and which are in the possession or control of any Seller or any Group Company, are set out in or annexed to the Disclosure Letter.
(e)	No Group Company will be responsible (wholly or in part) for the performance of any injunction by a Regulatory Authority or any court decision for any clean up or other corrective action in relation to any Relevant Property or is subject to any investigation or inquiry by any Regulatory Authority at any Relevant Property.
(f)	Neither the Sellers, nor any Group Company, has ever stored waste on, treated waste at or transported waste onto any Relevant Property.

34

2.	ACCOUNTS AND FINANCIAL
2.1	Accuracy of Accounts

             The Accounts:

(i)	have been prepared in accordance with Spanish GAAP and the applicable law and regulations;
(ii)	when legally required have been audited by a certified auditor who has rendered an auditor’s certificate without qualification;
(iii)	correctly state the assets and liabilities of the Group Companies and give a true, accurate and complete view of the state of affairs of the Group Companies as at the Accounts Date and of the profit or loss of the Group Companies for the period ended on the Accounts Date or (as the case may be) in respect of the periods for which they were prepared;
(iv)	contain in accordance with Spanish GAAP either provisions adequate to cover all Taxation and other liabilities of the Group Companies as at the Accounts Date; and
(v)	have been duly filed in accordance with applicable law.

2.2	Valuation of work in progress and fixed assets
(a)	The Accounts have been prepared applying and adopting the same policies, methods and procedures as were applied and adopted in the Group Companies’ accounts for the financial period ending 31 December 2006.
(b)	In the Accounts there are adequate provisions in accordance with Spanish GAAP for any losses in respect of ongoing projects and/or work in progress to the extent that such losses shall be reasonably determined.
2.3	Trade receivables
(a)	Trade receivables included in the Accounts have realised or will realise, in the ordinary course of collection, their nominal amounts less any provisions for bad and doubtful debts included in the Accounts.
(b)	To the best of the Sellers’ knowledge, any debt owing to any Group Company at the date of this agreement (other than the debts included in the Accounts) will in the ordinary course of collection realise its nominal amount less any provisions for bad and doubtful debts included in the Accounts.
2.4	Books and records
	All accounts, books, ledgers and other financial records of each Group Company have been properly maintained in all material respects and give a true and accurate view of the matters which ought to appear in them and where required by law have been duly filed.
2.5	Position since Accounts Date
	Since the Accounts Date:

35

(a)	each Group Company has conducted its business in the ordinary course of business;
(b)	no Group Company has entered into any contract not in the ordinary course of business;
(c)	there has been no material deterioration in the turnover, the trading performance, the financial position of any Group Company;
(d)	each Group Company has paid its creditors within the times agreed with them;
(e)	no asset of a value or price in excess of EUR 50,000 has been acquired or disposed of or agreed to be acquired or disposed of by any Group Company on the fixed assets account, and no contract involving expenditure by it on the fixed assets account in excess of EUR 50,000 in total has been entered into by any Group Company;
(f)	no dividend or other distribution of profits or assets nor any bonus or similar payments to the Sellers has been declared, made or paid by any Group Company other than as set out in Part 4 of schedule 7;
(g)	no resolution of any Group Company in a shareholder meeting has been passed (including, in particular but without limitation to, a resolution to issue share capital) other than normal resolutions in the annual shareholders meeting;
(h)	no event has occurred which would entitle any third party (with or without the giving of notice) to call for the repayment of indebtedness of any Group Company prior to the normal maturity date;
(i)	no Group Company has made any payment or incurred any liability to the Sellers except in the ordinary course of business on normal commercial terms; and
(j)	no fixed asset of any Group Company has been re-valued.

2.6	Dividends and distributions
	All dividends or other distributions of profits or assets declared, made or paid, have been declared, made and paid in accordance with law and its constitutional documents.
2.7	Borrowings, loan capital and guarantees
(a)	Except as disclosed in the Accounts and in the Disclosure Letter, no Group Company has outstanding any loan capital or any money borrowed, including money raised by acceptances or debt factoring, or any liability (whether present or future, actual or contingent) in respect of any guarantee or indemnity given in respect of a third party’s liability.
(b)	The total amount borrowed by each Group Company does not exceed (i) any limitation on borrowing contained in its constitutional documents or (ii) any limitation in any contract or arrangement to which it is a party (including its overdraft facilities).
2.8	Government grants
	No Group Company is subject to any arrangement for receipt or repayment of any grant, subsidy or financial assistance from any governmental department or other body.

36

2.9	Loans
	No Group Company has lent any money which has not been repaid to it or owns the benefit of any debt (whether present or future, actual or contingent) other than loans stated in the Accounts or in the Disclosure Letter and included in Required Net Current Assets.
2.10	Shareholder Debt
	As contemplated in clause 8, the Shareholder Debt has been agreed by the parties and set out in schedule 7 Part 4. There is no other outstanding indebtedness owing from a Group Company to any Seller or any person connected with any Seller. There are no amounts owed to the Company by the Sellers or any person connected with the Sellers.

37

3.	COMMERCIAL
3.1	Clients
	The Disclosure Letter contains a complete and accurate list of clients of each Group Company in respect of each of which during the two financial years immediately preceding the Accounts Date a volume in excess of 5 per cent of the annual turnover was realised.
3.2	Contracts and outstanding offers
(a)	Each Group Company has observed and performed all material respects the terms and conditions on its part to be observed and performed under each of the contracts to which it is a party.
(b)	No Group Company will be required after the date of this agreement to undertake any work or supply any services, except on normal commercial terms under a contract entered into on or before the date of this agreement.
(c)	No offer, tender or the like which is capable of being converted into an obligation of any Group Company by an acceptance or other act of some other person is outstanding, except in the ordinary course of the business of that Group Company.
3.3	Material contracts
(a)	The Disclosure Letter contains a complete and accurate list of all Clinical Trials Agreements and all contracts, arrangements, or obligations (a) to which any Group Company is a party and (b) which:

(i)	is of a value of more than 10 per cent of the turnover of the Company expected by the Seller for the current financial year or is for a term 3 years or more from its effective date; or
(ii)	is not in the ordinary course of the relevant Group Company’s business; or
(iii)	is expected by the Sellers to result in a loss to any Group Company on completion of performance; or
(iv)	is of an onerous nature or cannot be fulfilled or performed by the relevant Group Company on time and without undue or unusual expenditure of money or effort; or
(v)	involves the supply of services the aggregate value of which will represent in excess of 10% of the turnover of the relevant Group Company expected by the Sellers for the current financial year; or
(vi)	requires payment of any sum by any Group Company in any currency other than Euro; or
(vii)	is for the provision of management or similar services to any Group Company and which is not terminable by that Group Company on less than three months’ notice without compensation,

	(together the Material Contracts),
(b)	No Group Company has received any notice of default under any of its Material Agreements.

38

3.4	Agencies etc.
	No Group Company is a party to any agency, distributorship, marketing, purchasing, manufacturing or licensing agreement or arrangement; or any agreement or arrangement which restricts its freedom to carry on the whole or any part of its business in any part of the world in such manner as it thinks fit.
3.5	Confidential information
	To the best of the Sellers’ knowledge, neither any Group Company nor any predecessor in business of any Group Company has during the two years prior to the date of this agreement (except (A) in the normal and proper course of a Group Company’s day-to-day business or (B) to a Group Company’s professional advisers or (C) as required by law and regulations or to obey a court order or to defend itself in any litigation proceedings or the like) disclosed to any person other than the Purchaser:

(i)	any of the secret or confidential information or property of any Group Company, including any financial information, plan, statistics, document, file, client list, marketing information, records or papers; or
(ii)	any other information relating to any Group Company’s business or affairs the disclosure of which might or could cause loss or damage to or adversely affect any Group Company; or
(iii)	any secret or confidential information relating to any customer, client, employee or agent of any Group Company or to any other person who has or has had any dealings with any Group Company.

3.6	Intellectual property
(a)	No activities of any Group Company (or of any licensee under any licence granted by a Group Company) infringe or are likely to infringe any Intellectual Property Right of any third party and no claim has been made against any Group Company or any such licensee in respect of such infringement.
(b)	Full and accurate particulars of all registered Intellectual Property Rights (including applications to register the same) and all commercially significant unregistered Intellectual Property Rights owned or used by any Group Company are set out in the Disclosure Letter. Each such Intellectual Property Right is legally and beneficially owned, free from any Encumbrance, solely by the Group Company identified in the Disclosure Letter as its owner.
(c)	Full and accurate particulars of or, in the case of a document, a copy of all licence and other agreements relating to any Intellectual Property Right to which any Group Company is a party (whether as licensor or licensee) or which relate to any Intellectual Property Right owned by any Group Company are set out in or annexed to the Disclosure Letter. No Group Company is in material breach of any such agreement and, to the best of the Sellers’ knowledge, no third party is in material breach of any such agreement.
(d)	All the Intellectual Property Rights referred to in subparagraph 3.6(b) above and all the agreements referred to in subparagraph 3.6(c) above are valid and subsisting and nothing material has been done or omitted to be done by any Group Company, and, so far as the Sellers are aware, nothing material has been done or omitted to be done by any third party, which would materially jeopardise the validity or subsistence of any of such Intellectual Property Rights or of any of such agreements. None of such Intellectual Property Rights or

39

	agreements is subject to or contains any restriction which adversely affects any Group Company’s ability to use it for the purpose of its business.
(e)	Each Group Company owns or has licensed to it all Intellectual Property Rights it requires to carry on its business as such business has been carried on during the year prior to the date of this agreement. None of such Intellectual Property Rights nor any Group Company’s ability to use any of such Intellectual Property Rights will be affected by the execution and completion of this agreement and acquisition, direct or indirect, of the Shares by the Purchaser.
(f)	To the best of the Sellers’ knowledge there has been no unauthorised use by any person of any Intellectual Property Right or confidential information of any Group Company.
3.7	Equipment
	Each item of equipment of each Group Company, owned or used by it:

(a)	is in good repair and condition (subject to fair wear and tear);
(b)	is in satisfactory working order; and
(c)	has been properly serviced and maintained.

3.8	Insurance
(a)	All the assets and undertaking of each Group Company of an insurable nature (including the Properties) are and have at all material times been insured in amounts representing their full replacement or reinstatement value against risks normally insured in Spain by persons carrying on in Spain the same classes of business as those carried on by that Group Company and each Group Company is now and has at all material times been adequately covered against accident, damage, injury, third party loss and other risks normally covered by insurance as well as any liabilities that may arise under any Past Agreement.
(b)	A copy of each of the insurance policies effected in whole or in part for the benefit of any Group Company and current as at the date of this agreement are set out in or annexed to the Disclosure Letter.
(c)	All such insurance policies are currently valid and in full force and effect, will remain valid and in force upon Completion and nothing material has been done or omitted to be done (including any failure to report on a timely basis any matter or circumstance to the insurer concerned) which could make any such policy void or voidable in whole or in part and there is no claim outstanding under any such policy or event that may gave rise to a claim by a third party.
(d)	Each Group Company has, and has had, all insurances required by applicable law.
(e)	No insurance policies under which any Group Company claims have been made, or could in future be made, contain any relevant change of control or other relevant cancellation or price increase clause.
3.9	Data and records
(a)	For the purposes of this paragraph, Data Protection Legislation means applicable laws and regulations in Spain concerning the protection and/or processing of personal data.

40

(b)

All the records and all data and information of each Group Company are recorded, stored, maintained, operated or otherwise held exclusively by one or more Group Company and are not wholly or partly dependent on any facilities or means (including any electronic, mechanical or photographic process, computerised or otherwise) which are not under the exclusive ownership and control of one or more Group Company. No Group Company has disclosed to any third party any such records, data or information, except for compliance with legal obligations. In case any Group Company has disclosed such records, data or information to any third party, it has complied with all the provisions stated in the Data Protection Legislation.

(c)

Each Group Company has complied in all material respects with all relevant requirements of Data Protection Legislation, including:

(i)	the data protection principles established in that legislation;
(ii)	requests from data subjects for access to data held by it; and
(iii)	the requirements relating to the notification by data controllers to the relevant data protection regulator of their processing of personal data.

(d)	No Group Company has received any notice from any data protection regulator in any jurisdiction, a data controller or a data subject alleging non-compliance with any Data Protection Legislation (including data protection principles), requiring a Group Company to change or delete any data or prohibiting any transfer of data.
(e)	No individual has claimed compensation in writing from any Group Company under any Data Protection Legislation, including for unauthorised or erroneous processing or loss or unauthorised disclosure of data.
3.10	Business names
	Each Group Company carries on business under its own corporate name and under the IMITIS name and not any other name.
3.11	Powers of attorney
	No Group Company has granted any power of attorney or similar authority which remains in force.
3.12	Systems compliance
(a)	For the purposes of this paragraph, Systems means all the software, hardware and technology that are material to any Group Company in connection with the operation of its business as currently conducted.
(b)	No Group Company or, to the best of the Sellers’ knowledge, any third party, is in material breach of any material agreement relating to the Systems to which any Group Company is a party.
(c)	A Group Company is the exclusive owner and has direct control of and/or is validly licensed or otherwise authorised to use the Systems. The Systems and each Group Company’s ability to use all or any part of the Systems will not be affected by the execution and completion of this agreement or acquisition, direct or indirect, of the Shares by the Purchaser.

41

(d) The Systems have been maintained in accordance with the manufacturer’s instructions. There have been no security breaches, breakdowns, malfunctions, data loss, failures or other defects in the Systems in the two year period ended on the date of this agreement which have had a material adverse effect on the operations of a Group Company.

42

4.	TAXATION
4.1	General
(a)	All Taxation of any nature whatsoever for which any Group Company is liable and which has fallen due for payment has been duly paid.
(b)	All notices, computations and returns which ought to have been given or made, have been properly and duly submitted by each Group Company to the relevant Taxation authorities and all information, notices, computations and returns submitted to such authorities are true, accurate and complete and are not the subject of any material dispute nor are likely to become the subject of any material dispute with such authorities. All records which any Group Company is required to keep for Taxation purposes or which would be needed to substantiate any claim made or position taken in relation to Taxation by the relevant Group Company, have been duly kept and are available for inspection at the premises of the relevant Group Company.
(c)	No Group Company has asked for any extensions of time for the filing of any tax returns or other documents relating to Taxation.
(d)	All claims or other requests for any particular treatment relating to Taxation that have been taken into account in computing any amount in the Accounts have been duly made and are not likely to be disputed by any Taxation authority.
(e)	The amount of Taxation chargeable on any Group Company during the statutory limitation period in each relevant jurisdiction has not been affected to any material extent by any concession or agreement with any Taxation Authority (not being a concession or agreement available to companies generally). No Group Company is subject to a special regime in respect of Taxation.
(f)	No Group Company within the statutory limitation period in each relevant jurisdiction has paid or become liable to pay, nor are there any circumstances by reason of which it is likely to become liable to pay any interest, penalty, surcharge or fine relating to Taxation.
(g)	No Group Company within the past twelve months has been subject to or is currently subject to any investigation, audit or visit by any Taxation or excise authority, and neither the Sellers nor any Group Company are aware of any such investigation, audit or visit planned for the next twelve months.
4.2	Payments
	All rents, interest and other amounts paid or payable by any Group Company in the period since the Accounts Date, or for which there is a subsisting obligation for any Group Company to pay in the future, are or will be wholly allowable as deductions or charges in computing the income of that Group Company for Taxation purposes.
4.3	Deductions and withholdings
(a)	Each Group Company has made all deductions in respect, or in account, of any Taxation from any payments made by it which it is obliged or entitled to make and has accounted in full to the appropriate authority for all amounts so deducted.

43

(b)	No Group Company has received any notice from any Taxation Authority which required or will require any of them to withhold Taxation from any payment made since the Accounts Date (in respect of which such withheld Taxation has not been accounted for in full to the appropriate authority).
4.4	Depreciation and tax bases
	The Seller does not anticipate any challenge to be made to the Company’s treatment of depreciation of any asset for Taxation purposes.
4.5	Capital gains
	No Group Company has disposed of or acquired any assets since the Accounts Date in circumstances such that the disposal price or acquisition cost of the asset would be treated for Taxation purposes as being different from the consideration given or received.
4.6	Tax grouping
(a)	No Group Company has, nor at any time in the past has had, its tax affairs dealt with on a consolidated basis nor have any of them entered into any tax sharing arrangement (including without limitation any arrangement under which tax losses or tax reliefs are surrendered or claimed or agreed to be surrendered or claimed) in respect of its profits, gains or losses, except as set out in the Disclosure Letter which gives full details of any such arrangement that any Group Company has entered into. Such details include a list with registered names and particulars of any companies or entities which at any time have participated or are currently participating in such arrangement as well as full details explaining the scope of the arrangement.
(b)	Except as provided in the Accounts, no Group Company is, or will be, under any obligation to make or have any entitlement to receive any payment in respect of any period ending on or before the Accounts Date under any arrangements referred to in sub-paragraph 4.7(a) above.
4.7	Completion
	No charge to Taxation will arise on any Group Company by virtue (whether alone or in conjunction with any other fault or circumstance) of the entering into and/or completion of the agreement.
4.8	Tax Residence
	No Group Company is treated for any Taxation purpose as resident in a country other than the country of its registered seat and no Group Company has, or has had in the past a branch, agency or permanent establishment in a country other than the country of its registered seat.
4.9	Secondary liability
	No Group Company is and or will become liable to Taxation chargeable primarily on any other person, body of persons, entity or company.
4.10	Transfer pricing
	No transactions involving a Group Company have taken place, or are in existence, which are not at arm’s length such that any provision relating to incorrect transfer pricing might be invoked by a relevant Taxation Authority.

44

4.11	Deemed income and gains
	Except as provided in the Accounts, there has been no transaction to which a Group Company is a party that, for Taxation purposes, qualifies as a hidden distribution of profits, constructive dividend, or other taxable income or gain.
4.12	Value added tax
(a)	Each Group Company is duly registered for the purposes of VAT in its country of incorporation.
(b)	Each Group Company has complied with all statutory provisions, rules, regulations and orders concerning VAT, including the making on time of accurate returns and payments and the maintenance of records. Each Group Company has taken all the appropriate measures and has made all the appropriate verifications, including notably with third parties, to secure its right to recoup VAT.
(c)	No Group Company has made any exempt supplies in the current or preceding VAT year applicable to it and there are no circumstances by reason of which there might not be a full entitlement to credit for all VAT chargeable on supplies and acquisitions received and imports made (or agreed or deemed to be received or made) by it.
4.13	Reorganisations and mergers
	No Group Company has claimed or been granted exemptions from Taxation in connection with reorganisations or mergers during the current financial year or the previous five financial years. Reorganisations or mergers which take effect on or before Completion will not give rise to the assessment or payment of Taxation after Completion.

45

5.	PROPERTIES
5.1	General
(a)	At Completion, no Group Company will own any land, buildings or premises and will not have entered into any agreement, option or pre-emption to acquire any land, buildings or properties.
(b)	Each Group Company is fully and solely entitled to use as a tenant the relevant Leasehold Properties listed in Schedule 3 and is in exclusive occupation of the relevant Leasehold Property.
(c)	Each Property is used in compliance with all applicable planning and building regulations.
5.2	Leases
(a)	In relation to each Leasehold Property, all consents necessary to the grant of that lease were obtained.
(b)	The terms of the lease under which each Leasehold Property is held (each being a Lease) are such as would normally be found in a lease of the same type as the Lease and, there are no outstanding rent reviews.
(c)	Each Lease complies with all applicable laws and regulations, is in full force and effect and the relevant Group Company has in all material respects fully complied with its obligations under it.
(d)	No notice has been given or received under any Lease for breach of Lease which would allow termination of that Lease and there is no subsisting dispute between any Group Company and the reversioner in relation to any Lease.
5.3	Roads and services
	The relevant Group Company has a permanent legal right free from onerous and unusual conditions to use all roads, footpaths, conduits and other facilities serving each Leasehold Property in the manner in which they are presently used.
5.4	Covenants
(a)	There is no covenant, restriction, burden or stipulation affecting any Leasehold Property which is of an onerous or unusual nature or which conflicts with its present use or materially affects its value.
(b)	To the best of Sellers’ knowledge, no material breach of any covenant which is contained in any Lease which would allow termination of that Lease is outstanding and the rent payable under each Lease has been paid up to date.
5.5	Disputes
(a)	There are no disputes regarding boundaries, rights, covenants or other matters relating to any Lease or any Leasehold Property or the use of that Leasehold Property.
(b)	No Leasehold Property is subject to rights of restitution of it in favour of any former owner with or without compensation.

46

5.6	Repair
	All Leasehold Properties are in all material respects in good repair and in good condition and are in such state of repair and condition subject to fair wear and tear as to be substantially fit for the purpose for which they are at present used and do not contain any substance or material which is defective or a risk to health or safety.

47

6.	EMPLOYEES AND EMPLOYEE BENEFITS
6.1	Particulars disclosed
(a)	The list annexed to the Disclosure Letter contains names of all the employees of each Group Company and the particulars of their employment set out in that list are accurate and complete.
(b)	The terms and conditions of employment of all employees of each Group Company are in all material respects in accordance with the standard terms and conditions disclosed to the Purchaser, including any and all details about employee benefits and entitlements provided by law or collective bargaining agreements.
6.2	Employees and terms and conditions of employment
(a)	On Completion, no Group Company will employ or have any obligation to employ or have seconded to it any person other than the persons who have been disclosed pursuant to paragraph 6.1(a).
(b)	No employee of any of the Group Company has given, or has been given, notice of termination of his employment other than in the ordinary course of business.
(c)	Each Group Company has enacted all regulations required by applicable labour laws, including without limitation all regulations regarding its remuneration system, work rules and social benefits matters. Such regulations, as well as employment agreements to which the relevant Group Company is a party, comply in all material respects with all applicable laws. Each Group Company has paid all social security contributions over all emoluments of employment as provided by the applicable regulations, social prevision contributions and any other kind of costs or expenses to be paid by them under the applicable laws, relevant collective bargaining agreements or commitments. Each Group Company has at all times complied in all material respects with and continue to comply in all material respects with the laws and regulations that govern labour relationships including, but not limited to, the applicable collective bargaining agreements, agreements with workers’ representatives, applicable laws in relation to hiring temporary employees, hiring of employees through temporary employment companies and applicable regulations relating to equal treatment. Each Group Company has at all times complied in all material respects with laws relating overtime. Each Group Company has made all payments relating to salaries and payrolls due under labour contracts of employees and managers. All emoluments of employment are duly treated and have been duly treated as such, for labour, social security and tax purposes. Each Group Company fully complies with the applicable laws in relation to the subcontracting of employees and they have in relation to each of their former and actual officers, employees and managers complied in all material respects with all obligations imposed by Law 31/1995 on Labour Risk Prevention and related regulations.
(d)	No Group Company has signed top managers agreements (as defined in Royal Decree 1382/1985, of 1 August) with the executives of the Group Companies.
(e)	There is not term of employment for any employee of each Group Company which provides that a change of control entitles the employee to treat the change of control as amounting to breach of contract or entitling the employee to any payment or benefit whatsoever or to treat him/herself as redundant or otherwise dismissed or released from any obligation.

48

(f)	No Group Company has any outstanding liability to pay compensation for loss of office or employment or a redundancy payment to any present or former employee and no such sums have been paid (whether pursuant to a legal obligation or contract or ex gratia) since the Accounts Date.
(g)	Except in respect of reimbursement of out-of-pocket expenses and normal accruals of emoluments after the Accounts Date, no sum is owing or promised to any employee of any Group Company.
(h)	No Group Company has not made any loan or advance, or provided any financial assistance to any employee or past or prospective employee of the relevant Group Company, which is outstanding.
6.3	Disputes
(a)	Each Group Company has in all material respects complied with its obligations to applicants for employment, its employees and former employees, any relevant trade union, works council and employee representatives.
(b)	No claim in relation to any Group Company’s employees or former employees has been made against any Group Company or against any person whom any Group Company is liable to indemnify.
(c)	There is not, and during the three years preceding the date of this agreement there has not been, any collective labour dispute or industrial action affecting any Group Company.
(d)	No enquiry or investigation affecting any Group Company has been made or threatened by any governmental or regulatory body in respect of any act, event, omission or other matter arising out of or in connection with:

(i)	any application for employment by any person;
(ii)	the employment (including terms of employment, working conditions, benefits and practices) or termination of employment of any employee of the Group Company,

	and to the best of the Sellers’ knowledge there is no circumstance which may give rise to any such claim or investigation.
6.4	Benefits on retirement, death, disability or leaving employment
	No Group Company has made any promises in respect of any benefits in relation to retirement, death, disability or termination of employment by/of any director or employee (or any spouse, child or dependant of any of them) of any Group Company, which go above the statutory requirements.
6.5	No bonus schemes
	There is no scheme in operation by or in relation to any Group Company under which any employee or other person is entitled to a commission or remuneration of any other sort calculated by reference to the whole or part of the turnover, profits or sales of a Group Company.

49

SCHEDULE 5

LIMITATIONS ON CLAIMS

1.	Exclusions
1.1	In addition to any other limitations set out in this agreement, the Sellers shall not be liable in respect of a Claim (i) for the indemnification under clause 9.2 to the extent that the matter or circumstance giving rise to that Claim was taken into account in the Accounts or the Completion Statement by way of an express and full provision; or (ii) to the extent that the matter or circumstance giving rise to a Claim in respect of the Warranties was fully and fairly disclosed in the Disclosure Letter.
1.2	The Sellers shall not be liable in respect of a Claim to the extent that the relevant liability would not have arisen but for:

(a)	a change in legislation, or the withdrawal of any extra-statutory concession previously made by any Taxation Authority, after the date of this agreement (whether or not the change or withdrawal purports to be effective retrospectively in whole or in part); or
(b)	a change after Completion in GAAP and the accounting policies adopted by the Group Company.

1.3 The Sellers shall not be liable in respect of a Claim:

(a)	with respect to losses for taxes on the basis of any assessment which involves merely a delay in receiving a taxable income or in incurring deductible expenses, it being agreed that Sellers will pay to the Purchaser all fines, penalties or interest incurred by the Company as a result of the above delay; or
(b)	to the extent that losses (a) shall be reduced by the value of any net tax benefit or tax savings realized by the Purchaser or the Group Company as a result of the occurrence of the relevant losses suffered by the Group Company as the case may be or (b) shall be reduced by any payment obtained by the Purchaser or the Company in application of insurance policies or any other third party; or
(c)	with respect to any tax adjustment relating to a retrievable tax, except for all fines, penalties or interest incurred by the Company as a result of such tax adjustment; or
(d)	with respect to the value of the fixed assets as recorded in the Accounts or the Completion Statement; or
(e)	with respect to the unavailability of any tax loss carry forwards.

1.4 In order to avoid any double indemnification, the same Loss occurring as a result of breach of more than one representation and warranty shall only be indemnified once. A liability which has been taken into account in the Completion Statement shall not be claimed by the Purchaser again pursuant to other provisions of this agreement.

50

2.	Limits on claims
2.1	Subject to subparagraph 2.2, the Sellers shall not be liable in respect of any Claim made under clause 9.2 unless the amount of Compensation or other indemnification to which the Purchaser would, but for this subparagraph, be entitled as a result of that Claim is at least EUR 25,000.
2.2	If more than one Claim under clause 9.2 arises from, or is caused by, the same or similar matter, matters, circumstance or circumstances and the aggregate amount of Compensation or other indemnification to which the Purchaser would be entitled as a result of those Claims is equal to or exceeds the sum specified in subparagraph 2.1, subparagraph 2.1 shall not apply to any of those Claims.
2.3	The Sellers shall not be liable in respect of any Claim under clause 9.2 unless the amount of Compensation or other indemnification resulting from any and all such Claims (other than Claims disregarded under subparagraph 2.1) exceeds EUR 100,000 in which case the whole amount and not just the excess shall be paid by the Sellers.
2.4	For the avoidance of doubt, the provisions of this paragraph 2 shall not apply to a Claim for adjustment made under clause 5.
3.	Aggregate limit
3.1	Subject to subparagraph 3.2 and clause 9.13, stipulating a different limit for Claims attributable to a deliberate misrepresentation or Claims made with respect to the Warranted Statements set out in paragraphs 1.3 (Ownership of the Shares), 1.12 (Insolvency), and 1.1(a) and (b) (Capacity and consequences of sale) of schedule 4, the maximum aggregate liability of the Seller in respect of any and all Claims under 9.2 shall not exceed an amount equal to EUR 2,474,006 (in words: two million four hundred and seventy four thousand and six euros).
3.2	The maximum aggregate liability of the Sellers determined under subparagraph 3.1 shall be increased by the amount of any interest payable by any Seller in respect of any payment not made when due under this agreement.
4.	Time limits
	Subject to clause 9.13, the liability of the Sellers in respect of the Warranties and the indemnification obligations set out in clause 9.2 shall terminate as follows:

(a)	in respect of any matter giving rise to a Claim for indemnification under clause 9.2(d) and (e), upon the date falling six months after the expiry of the relevant statutory limitation period which would apply to the Third Party Claim giving rise to such Claim;
(b)	in respect of any matter giving rise to a Claim for indemnification under clause 9.2 (c) or with respect of any matter giving rise to Claims with respect to those Warranted Statements set out in section 4 (Taxation) of schedule 4 or otherwise relating to Taxation, upon the date falling six months after the expiry of the relevant statutory limitation period which would apply vis a vis the relevant Taxation Authority to that matter; and
(c)	on the second anniversary of Completion in respect of all other Warranted Statements and Claims,

51

except in respect of any Claim of which a notice of a Claim is given to the Sellers pursuant to clause 9.6 before the relevant date.

5.	Assessment and payment of damages
	Any payment made by the Sellers in respect of a Claim shall, to the extent possible, be deemed to be a reduction in the Consideration.
6.	Excess Recovery
6.1	This paragraph applies if:

(a)	the Sellers make a Compensation or other indemnification payment (excluding any interest on a late payment) in respect of a Claim (the Compensation Payment); and
(b)	within six months of the making of the relevant payment the Company or the Purchaser receives any sum which would not have been received but for the circumstance which gave rise to that Claim (the Third Party Sum);
(c)	the receipt of that the Third Party Sum was not taken into account in calculating the Compensation or other indemnification; and
(d)	the aggregate of the Third Party Sum and the Compensation Payment exceeds the amount required to compensate the Purchaser in full for the loss or liability which gave rise to the Claim in question, such excess being the Excess Recovery.

If this paragraph applies, the Purchaser shall, promptly on receipt of the Third Party Sum by it or the Company, repay to the Seller an amount equal to the lower of (i) the Excess Recovery and (ii) the Compensation Payment, after deducting (in either case) all costs incurred by the Purchaser or the Company in recovering the Third Party Sum and any taxation payable by the Purchaser or the Company by virtue of its receipt.

52

SCHEDULE 6

COMPLETION

PART 1

SELLERS’ OBLIGATIONS

At Completion the Sellers shall procure:

(a)	the execution of a Short Form Agreement before a Spanish Notary Public by the respective Sellers and the Purchaser effecting transfers in favour of the Purchaser or its nominee(s) of all Shares;
(b)	the delivery to the Purchaser of:

(i)	the public deeds evidencing each Seller’s ownership over the Shares in order for the Notary Public to record the transfer of the Shares in those public deeds;
(ii)	such waivers or consents as may be necessary to enable the Purchaser or its nominee(s) to become the registered holder of all the Shares;
(iii)	the certificate of incorporation and statutory books of the Company (i.e. book of shareholders and book of minutes of shareholders meeting and decisions by the board of directors);
(iv)	updated share registry and shareholder accounts of the Company;
(v)	the Service Agreements duly executed by the Company and each Seller;
(vi)	the letters of resignation of all board members of the Company, in each case acknowledging that he/she has no claim against the respective Group Company, whether for loss of office or otherwise; and
(vii)	the Share Escrow Agreement duly executed by each Seller.

53

PART 2

PURCHASER’S OBLIGATIONS

Subject to the Sellers having done or procured to be done those things set out in Part 1 of this schedule, at Completion the Purchaser shall:

(a)	execute a Short Form Agreement before a Spanish Notary Public with the respective Sellers effecting transfers in favour of the Purchaser or its nominee(s) of all Shares;
(b)	make a payment by an irrevocable wire transfer in immediately available funds to each of the Sellers of that amount of the Cash Consideration set against his/her name in column (E) of Schedule 1;
(c)	fill and sign D1A form declaring the foreign investment with the Foreign Investment Registry of the Ministry of Tourism and Commerce;
(d)	transfer the Consideration Shares to the Sellers and deliver to the Sellers a certificate representing the Consideration Shares other than the Escrowed Shares;
(e)	deliver to the Sellers a certified copy of the resolutions of the board of directors (or a duly constituted committee of the board) of the US Guarantor authorising the execution of this agreement and each of the other Transaction Documents to which it is or is to be a party;
(f)	deliver to the Sellers a certified copy of the resolutions of the board of directors (or a duly constituted committee of the board) of the Purchaser authorising the transfer of the Consideration Shares to the Sellers and the execution of this agreement; and
(g)	delivery of a letter of opinion from RPS’s lawyers to the effect that the Consideration Shares have been duly issued.

54

SCHEDULE 7

COMPLETION STATEMENT

PART 1

PREPARATION OF THE COMPLETION STATEMENT

1.	Preparation of draft Completion Statement
	To enable the Actual Net Current Assets to be ascertained, as soon as reasonably practicable and by no later than on 15 March, 2009, the Sellers and the Purchaser shall co-operate and the Sellers shall procure that the Group Companies under supervision of the Sellers and it advisers prepare and deliver to the Sellers and the Purchaser a draft completion statement setting out the Actual Net Current Assets of the Group Companies as at Completion (the draft Completion Statement). The Draft Completion Statement shall show the items shown in Part 2 of this schedule and shall be prepared in accordance with the specific polices set out in Part 3 of this schedule and GAAP.
2.	Notification of disputed items
	Within 15 Business Days of delivery to the Sellers and the Purchaser of the draft Completion Statement, the Purchaser shall give a notice to the Seller of any item or items they wish to dispute together with the reasons for such dispute and a list of proposed adjustments. An adjustment may only be proposed if, together with other proposed adjustments, it exceeds EUR 5,000. If by the expiry of such period of 15 Business Days , no such notice is given to the Sellers or the Purchaser has given notice to the Sellers that there are no items they wish to dispute, the draft Completion Statement shall constitute the Completion Statement for the purposes of this agreement.
3.	Resolution of disputed items and finalisation of the Completion Statement
	If, in accordance with this schedule, notice is given to the Sellers as to any item or items in dispute:

(b)	the Sellers and the Purchaser shall attempt to agree in writing the item or items disputed;
(c)	if any such item or items are not agreed in writing within 35 Business Days of the delivery to the Purchaser of the draft Completion Statement, the item or items in dispute shall be decided upon by the Independent Accountants; and
(d)	the draft Completion Statement adjusted to take account of each item in dispute (of which notice is given in accordance with this schedule) as agreed in writing or as determined by the Independent Accountants (as the case may be), shall constitute the Completion Statement for the purposes of this agreement.

4.	Provision of information
	The Sellers shall provide the Purchaser with all information, assistance and access to books and records of account, documents, files, papers and information stored electronically which

55

it may reasonably require for the purposes of this schedule. The Purchaser shall, and shall procure that the Group Companies shall, provide the Sellers with all information, assistance and access to books and records of account, documents, files, papers and information stored electronically which it may reasonably require for the purposes of this schedule.

56

PART 2

ACTUAL NET CURRENT ASSETS

Actual Net Current Assets shall be defined as current assets less current liabilities on the date of Completion.

Current Assets

Cash and other resources that are expected to turn to cash or to be used up within one year of the balance sheet date. Current assets are presented in the order of liquidity, i.e., cash, temporary investments, accounts receivable, inventory, supplies, prepaid insurance.

Current assets will include the following asset account line items: cash and cash equivalents, restricted cash, accounts receivable, trade debtors, other debtors, prepaid expenses, work in progress and other current assets.

Current assets will exclude the following asset account line items: intangible assets, property and equipment, financial assets, receivables from related companies, long term financial investments, investments in affiliates, guarantees and deposits, deferred tax assets and other long term assets.

Current Liabilities

Obligations due within one year of the balance sheet date. Another condition is that the item will use cash or it will create another current liability. (This means that if a bond payable is due within one year of the balance sheet date, but the bond will be retired by a bond sinking fund (a long term restricted asset) the bond will not be reported as a current liability.)

Current liabilities will include the following liability account line items: accounts payable, accrued expenses, social and tax accruals, customer deposits, deferred revenue, lines of credit, liabilities to banks, liabilities to affiliated companies, shareholder loans, tax accruals, short term debt — credit cards, trade creditors, liabilities for grants received (related to restricted cash), provisions for contingencies and charges, debt related to litigation, and other current liabilities.

Current liabilities will exclude the following liability account line items: long term debt, deferred tax liability, pensions, and long term liabilities to banks.

57

PART 3

ACCOUNTING POLICIES

Financial Statements

Income Statement Items

Revenue Recognition

Revenues and the related costs of fee-for-service contracts are recognized in the period in which services are performed. Fixed-price contract revenue is recognized as services are performed, on a proportional performance basis, based on the ratio that costs incurred to date bear to estimated total costs at completion. Revenue related to contract modifications is recognized when realization is assured and the amounts are reasonably determinable. Adjustments to contract estimates are made in the periods in which the facts that require the revisions become known. When the revised estimate indicates a loss, such loss is provided for in the financial statements during that period. Deferred revenue represents amounts billed to customers in excess of revenue recognized. Accounts receivable from customers, which represent deposits to be applied to customer invoices in future years or returned to the customer upon expiration of the contract are recorded in customer deposits. Provisions for sales allowances, based on historical experience, are recorded at the time the related revenue is recognized.

Cost Recognition

Costs are generally recognized when incurred. Costs are “matched” against revenues and should be recorded in the same accounting period. Costs that benefit several periods, such as depreciation, should be allocated systematically over relevant periods.

Balance Sheet Items

Cash and Cash Equivalents

Cash and cash equivalents include highly liquid investments with an original maturity of three months or less from date of purchase.

Restricted Cash

Restricted cash is cash received in advance from certain customers specifically for the payment of investigator fees relating to specific projects. Such amounts should be segregated from operating cash and offset with the liability to pay these amounts out.

Accounts Receivable

Accounts receivable are presented in the balance sheet at net realizable value. Net realizable value equals the gross receivable less the allowance for bad debts.

Prepaid Expenses

Prepaid expenses result from prepaying cash or incurring a liability. Prepaid expenses are presented under current assets even though they are not expected to be converted into cash because the prepaid items would have required the use of current assets if they were not paid in advance.

58

Fair Value of Financial Instruments

The carrying value of financial instruments including cash, accounts receivable, accounts payable, and lines of credit approximates their fair value based on the short-term nature of these instruments.

Property and Equipment

Property and equipment are recorded at cost. Expenditures for repairs and maintenance which do not extend the useful life of the related assets are charged to expense as incurred. Depreciation is computed using the straight-line method over the estimated useful lives of the assets ranging from 1 to 5 years.

Customer Deposits

Amounts received in advance from a customer to be recorded in the financials as a liability. Customer deposits include the liability offset for investigator cash received.

Accounts Payable

Accounts payable are presented as a current liability on the balance sheet and detail the amounts owed for services or items purchased on credit.

Accrued Expenses

Services or expenses incurred that have already been provided but for which no invoice has been received, such as professional fees.

Deferred Revenue

Amounts received in advance of the revenue being recognized.

Current Assets

Cash and other resources that are expected to turn to cash or to be used up within one year of the balance sheet date. Current assets are presented in the order of liquidity, i.e., cash, temporary investments, accounts receivable, inventory, supplies, prepaid insurance.

Current Liabilities

Obligations due within one year of the balance sheet date. Another condition is that the item will use cash or it will create another current liability. (This means that if a bond payable is due within one year of the balance sheet date, but the bond will be retired by a bond sinking fund (a long term restricted asset) the bond will not be reported as a current liability.)

59

PART 4

A. LIST OF PENDING/DECLARED DIVIDENDS AND DIVIDENDS PAID IN 2008

During 2008, dividends were distributed based on retained earnings from the period 2000-2007. Dividends were paid in euros.

Infociencia, S.L.
22/01/2008	690,899.72
22/07/2008	309,100.28
02/10/2008	589,467.63
Infociencia Clinical Research, S.L.
01/09/2008	500,000
02/10/2008	300,000
29/10/2008	177,923.80

B. LIST OF BONUS PAYMENTS

The five shareholders received a bonus payment of EUR 60,000 in 2008 which as of December 15 have already been paid.

C. SHAREHOLDER DEBT

As of December 16, 2008, there is no shareholder debt as stated in the disclosure letter.

60

SCHEDULE 8

INDEPENDENT ACCOUNTANTS

1.	If and whenever any item in dispute or which the Purchaser wishes to adjust relating to the ascertainment of the Actual Net Current Assets falls to be referred, in accordance with the relevant provision of this agreement, to Independent Accountants for determination, it shall be referred to Deloitte Touche. If Deloitte Touche declines the appointment, the matter shall be referred to KPMG.
2.	The Independent Accountants shall act on the following basis:

(a)	the Independent Accountants shall act as experts and not as arbitrators;
(b)	the item or items in dispute shall be notified to the Independent Accountants in writing by the Sellers and/or the Purchaser within 10 Business Days of the Independent Accountants’ appointment;
(c)	the assignment of the Independent Accountant shall be limited (i) to the resolution of those items in dispute between the parties and (ii) to review the disputed items of the Actual Net Current Assets and/or the Uncollected Debt (iii) calculate the Actual Net Current Assets and/or the Uncollected Debt (iv) calculate either the negative or positive difference between the Required Net Current Assets and the Actual Net Current Assets and/or the Uncollected Debts (if applicable). The findings of the Independent Accountant shall be binding on the parties, shall be final and shall not be subject to appeal;
(d)	their terms of reference shall be as set out in the relevant schedule 7 and in case the Independent Accounts decide they are unable to fully comply with these terms, GAAP will be applied;
(e)	the Independent Accountants (i) shall comply with the rules on independence and the right of each party to be heard and be informed of all communication between the parties, and the parties shall procure that the Independent Accountants shall file their report within ninety (90) days of being appointed unless otherwise agreed in writing by the Purchaser, the Seller and the Independent Accountants; and (ii) shall apply the principles and policies set out in schedule 7;
(f)	the Independent Accountants shall decide the procedure to be followed in the determination;
(g)	the Sellers and the Purchaser shall each provide and the Purchaser shall procure that the each Group Company shall provide (and, to the extent they are reasonably able to do so, shall procure that their respective accountants and the statutory accountants of each Group Company shall provide) the Independent Accountants and the Sellers promptly with all information, assistance and access to books and records of account, documents, files, papers and information stored electronically which they reasonably require, and the Independent Accountants shall be entitled (to the extent they consider it appropriate) to base their determination on such information and on the accounting and other records of each Group Company;
(h)	the determination of the Independent Accountants shall be final and binding on the parties; and

61

(i) the costs of the determination, including fees and expenses of the Independent Accountants, shall be borne equally as between the Sellers on the one hand and the Purchaser on the other hand.

62

SCHEDULE 9

INTERPRETATION

1.	In this agreement:
	Accounts means the audited balance sheets as at the Accounts Date and audited profit and loss accounts for the year ended on that date of the Group Companies, a copy of each of which is in the Agreed Form and are attached to the Disclosure Letter;
	Accounts Date means 31 December 2007;
	Actual Net Current Assets means the actual amount of net current assets at Completion, as calculated after Completion in accordance with clause 5 and schedule 7;
	Agreed Form means, in relation to any document, the form of that document which has been initialled for the purpose of identification by or on behalf of the Sellers and the Purchaser with such changes as the Sellers and the Purchaser may agree in writing before Completion;
	Business means the business of various clinical operations services including, without limitation, conducting of clinical trials from Phase I to IV and carrying out epidemiological studies and surveys;
	Business Day means a day (other than a Saturday or Sunday) on which banks are generally open in the State of New York and in France for normal business;
	Cash Consideration means that part of the consideration for the sale of the Shares set out in clause 4 as is payable in cash;
	Claim means a claim by the Purchaser or any person deriving title from it:

A)	the basis of which is that a Warranted Statement is, or is alleged, to be untrue or inaccurate; or
B)	for indemnification pursuant to subclauses 9.2(a) and 9.2(c) to (f); or
C)	otherwise made under this agreement;

Claim Notice has the meaning described to it clause 9.6;

Company means INFOCIENCIA, S.L., a company duly incorporated under Spanish Law, registered with the Commercial Registry of Barcelona under volume 36000, page 74, sheet B-200206 (tomo 36000, folio 74, hoja B-200206). It has Tax Identity Number (“CIF”) B-61832036. The current share capital of the Company amounts to EUR 18,000, represented by 18,000 shares (participaciones) fully subscribed and paid up, with a face value of EUR 1 each, numbers 1 to 18,000, both inclusive;

Compensation means the amount of any deficiency in assets, loss or any liability of the Company which arises from any of the Warranties being untrue or inaccurate and which would not have existed or arisen if the Warranty in question had not been untrue or inaccurate, together with all costs and expenses incurred by the Purchaser in making and enforcing the Warranty Claim and all costs and expenses incurred by the Company in curing the circumstances that gave rise to a Warranty being untrue or inaccurate;

63

Completion means completion of the sale and purchase of the Shares in accordance with this agreement or the date thereof, as the case may be;

Completion Statement means the statement of Actual Net Current Assets to be prepared in accordance with, and in the form set out in, schedule 7;

Connected Person has the meaning within the section 16.3 of the Spanish Corporate Income Tax Law which states Royal Legislative Decree 4/2004, dated 5 March;

Consideration means the consideration for the sale of the Shares set out in clause 4;

Consideration Shares means 1,404,856 (in words: one million, four hundred and four thousand, eight hundred and fifty-six) ordinary shares in the capital of the US Guarantor;

Disclosure Letter means the letter of the same date as this agreement from the Sellers to the Purchaser;

Encumbrance means any mortgage, charge (fixed or floating), pledge, lien, option, right to acquire, right of pre-emption, assignment by way of security or trust arrangement for the purpose of providing security or other security interest of any kind (including any retention arrangement), or any agreement to create any of the foregoing;

Escrow Agent means JP Morgan Chase Bank, National Association, acting through its London branch located at 60 Victoria Embankment, London EC4Y OJP;

Escrowed Shares means any Consideration Shares which are at any time in escrow as security and are not released pursuant to the terms of this agreement and the Share Escrow Agreement;

Existing Clinical Trials Agreements means any clinical pharmacology agreement, clinical study agreement, biometrics agreement or outsourcing agreement regarding clinical trials to which the Company became a party before Completion and performance of which is to continue after Completion;

French Seller means APA RESEARCH SARL. a company incorporated under the laws of France (registered number 487 451 221 RCS Nanterre) whose registered office is at 60 rue Carnot 92100 Boulogne Billancourt, France;

FrenchCo means THERAPHARM RECHERCHES TH.R., company registration number 319 378 774 R.C.S. NANTERRE, having its registered office at 60 Rue Carnot 92100 Boulogne Billanvourt, Francie);

French Sale and Purchase Agreement means the agreement on the sale and purchase of 100% shares in FrenchCo between the French Seller and the Purchaser’s affiliated company ReSearch Pharmaceutical Services Netherlands B.V. executed on the date of this agreement;

GAAP means the generally accepted accounting principles applied in Spain, as consistently applied by the Company;

Group Companies means the SpanishCo, the Company and Group Company means any of them;

IMITIS means the company of which details are set out in Schedule 2 Part 2;

64

Independent Accountants means such firm of chartered accountants as stipulated in schedule 8;

Intellectual Property Rights means (i) copyright, patents, database rights and rights in trade marks, designs, know-how and confidential information (whether registered or unregistered), (ii) applications for registration, and rights to apply for registration, of any of the foregoing rights and (iii) all other intellectual property rights and equivalent or similar forms of protection existing anywhere in the world;

Leasehold Properties means those Leasehold Properties shortly described in schedule 3 and Leasehold Property means any of them;

Losses means losses, loss of profits (“lucro cesante”), costs, damages, liabilities, charges, taxes, expenses and penalties including reasonable legal and other professional fees and costs;

Past Agreement means any clinical pharmacology agreement, clinical study agreement, biometrics agreement or outsourcing agreement regarding clinical trials by the Company which has been fully performed prior to Completion;

Properties means the properties shortly described in schedule 3 and includes every part of each of them and Property means any of them;

Required Net Current Assets means EUR 999,367 (in words: nine hundred ninety nine thousand three hundred and sixty seven euros) being the net current asset value of the Company intended by the parties as at Completion calculated on the basis of schedule 6 Part 2

Service Agreements means service agreements between each Seller and the Company in the Agreed Form;

Shares means all the issued shares in the capital of the Company;

Shareholder Debt means the debts set out in Part 4 of schedule 7;

Share Escrow Agreement means the escrow agreement between the Sellers, the Purchaser and the Escrow Agent, executed on or about the date of this agreement;

Short Form Agreements means the share transfer form in favour of the Purchaser for the transfer of the Shares to be executed by the Sellers in the Agreed Form on the date hereof;

SpanishCo means INFOCIENCIA CLINICAL RESEARCH, S.L., a company duly incorporated under Spanish Law, registered with the Commercial Registry of Barcelona under volume 33735, sheet 218, page B-235860. It has Tax Identity Number (“CIF”) B-62604939. The current share capital of Spanish Co 2 amounts to EUR 18,000, represented by 1,000 shares (participaciones) fully subscribed and paid up, with a face value of EUR 18 each, numbers 1 to 1,000, both inclusive;

Sellers means Messes. Jordi Naval, Ramon Banet, Jose M. Mas, Xavier Molina and Mrs. Esther Ramirez as further identified in Schedule 1;

Sellers’ Nominee means Mr.Jordi Naval Chamosa, Mr. Ramon Santiago Banet Andujar, Mr. José Manuel Más Benavente, Mr. Xavier Molina Figueras and Ms. María Esther Ramirez Vázquez;

65

subsidiary means an entity of which a person has direct or indirect control or owns directly or indirectly more than 50 per cent. of the voting capital or similar ownership rights;

Taxation means:

(a)

any charge, tax, duty, levy, impost and withholding having the character of taxation, wherever chargeable, imposed for support of national, state, federal, cantonal, municipal or local government or any other governmental or regulatory authority, body or instrumentality including but not limited to tax on gross or net income, profits or gains, taxes on receipts, sales, use, occupation, franchise, transfer, value added and personal property and social security taxes; and

(b)

any penalty, fine, surcharge, interest, charges or additions to taxation payable in relation to any taxation within (a) above;

	Taxation Authority means any taxing or other authority competent to impose, administer or collect any Taxation;
	Third Party Claim has the meaning ascribed to it in clause 9.6;
	Transaction Documents means this agreement, the Share Escrow Agreement, the documents referred to in it and any other agreements executed or to be executed by the parties on the date of this agreement or Completion, and Transaction Document means any of them;
	VAT means value added tax chargeable under or pursuant to the applicable laws;
	Warranted Statements has the meaning given in clause 9.1, and Warranted Statement means one of them; and
	Warranties means the representations and warranties on the part of the Sellers contained in clause 9.1.
	Where any statement in schedule 4 or in the Disclosure Letter is qualified by the expression “so far as the Sellers are aware” or “to the best of the Sellers’ knowledge, information and belief” or any similar expression, that expression or statement shall be deemed to include an additional statement that it has been made after due and careful enquiry.
2.	In this agreement any reference, express or implied, to an enactment (which includes any legislation in any jurisdiction) includes:

(a)	that enactment as amended, extended or applied by or under any other enactment (before, on or after the date of this agreement);
(b)	any enactment which that enactment re-enacts (with or without modification); and
(c)	any subordinate legislation (including regulations) made (before, on or after the date of this agreement) under that enactment, including (where applicable) that enactment as amended, extended or applied as described in subparagraph (a), or under any enactment which it re-enacts as described in subparagraph (b).

3. In this agreement:

(a) words denoting persons include bodies corporate and unincorporated associations of persons;

66

(b)	references to an individual/a natural person include his estate and personal representatives;
(c)	subject to clause 17, references to a party to this agreement include the successors or assigns (immediate or otherwise) of that party;
(d)	a person shall be deemed connected or related with another if that person is connected with that other within the meaning of section 16.3 of the Spanish Corporate Income Tax Law which states Royal Legislative Decree 4/2004, dated 5 March;
(e)	the words including and include shall mean including without limitation and include without limitation, respectively;
(f)	any reference importing a gender includes the other genders;
(g)	any reference to a time of day is to Madrid time;
(h)	any reference to € is to Euro and any reference to $ is to United States dollars;
(i)	any reference to writing includes typing, printing, lithography, photography and facsimile but excludes any other form of e-mail;
(j)	any reference to a document is to that document as amended, varied or novated from time to time otherwise than in breach of this agreement or that document;
(k)	any reference to a company includes any company, corporation or other body corporate wheresoever incorporated; and
(l)	any reference to a company or firm includes any company or firm in succession to all, or substantially all, of the business of that company or firm.

4.

If there is any conflict or inconsistency between a term in the body of this agreement and a term in any of the schedules or any other document referred to or otherwise incorporated into this agreement, the term in the body of this agreement shall take precedence, unless the relevant schedule or other document which is referred to or otherwise incorporated into this agreement expressly provides that the term in it is to take precedence over the term in the body of this agreement.

5.

A reference in this agreement to any English legal term for any action, remedy, method or form of judicial proceeding, legal document, court or any other legal concept or matter shall be deemed to include a reference to the corresponding or most similar legal term in any jurisdiction other than England, to the extent that such jurisdiction is relevant to the transactions contemplated by this agreement or the terms of this agreement.

67

SIGNATORIES

Sellers
Signed by JORDI NAVAL, on his own name	/s/ Jordi Naval
and behalf, and in the name and on behalf of Ramon Santiago Banet Andujar, José Manuel Más Benavente, Xavier Molina Figueras and Maria Esther Ramírez Vázquez.
Purchaser
Signed by Gonzalo Martín de Nicolás for	/s/ Gonzalo Martín de Nicolás
RPS SPAIN S.L.
US Guarantor
Signed by Jane Townsend for RESEARCH	/s/ Jane Townsend
PHARMACEUTICAL SERVICES INC.

68

EX-2.6

Exhibit 2.6

AGREEMENT FOR THE SALE AND PURCHASE OF THE
SHARE CAPITAL IN THERAPHARM RECHERCHES TH.R.
FRENCH SALE AND PURCHASE AGREEMENT

Dated 23 December, 2008

APA RESEARCH SARL
and
Antoine Cournot

AND

ReSearch Pharmaceutical Services Netherlands B.V.
and
Research Pharmaceutical Services, Inc.

ALLEN & OVERY

Allen & Overy, Praha Advokátní kancelář

CONTENTS

Clause	Page
1. Interpretation		1
2. Sale and Purchase		2
3. Completion		2
4. Consideration		3
5. Adjustment to Cash Consideration		4
6. Investment Representations		5
7. Deposit of Consideration Shares		7
8. Loans and Guarantees		9
9. Claims		10
10. Purchaser’s Warranties		14
11. Imitis		14
12. Protective Covenants		15
13. Announcements		17
14. Liability of the Seller		17
15. Notices		17
16. Further Assurances		19
17. Assignments		19
18. Payments		20
19. General		20
20. Whole Agreement		21
21. Guarantees		21
22. Governing Law		24
23. Dispute Resolution		24
24. Language		24

Schedule	Page
1. Group Companies		25
Part 1 Company		25
Part 2 IMITIS		25
2. Leasehold Properties		26
3. Warranties		27
4. Limitations on Claims		46
5. Completion		49
Part 1 Seller’s Obligations		49
Part 2 Purchaser’s Obligations		50
6. Completion Statement		51
Part 1 Preparation of the Completion Statement		51
Part 2 Actual Net Current Assets		53
Part 3 Accounting Policies		54
7. Independent Accountants		57
8. Interpretation		59
Signatories		64

THIS AGREEMENT is made on 23 December, 2008

BETWEEN:

(1) APA RESEARCH SARL a company incorporated under the laws of France (registered number 487 451 221 RCS Nanterre) whose registered office is at 60 rue Carnot 92100 Boulogne Billancourt, France, represented by its Manager (“Gérant”) Mr Antoine Cournot (the Seller);

(2) ReSearch Pharmaceutical Services Netherlands B.V. a company incorporated under the laws of the Netherlands (registered number 34317078) whose registered office is at Strawinskylaan 3105 Atrium, 1077ZX Amsterdam 96550, represented by Mr. Jan Halama, according to the Power of Attorney (the Purchaser);

(3) Research Pharmaceutical Services, Inc. a company incorporated under the laws of Delaware, the United States of America (registered number 4089101) whose registered office is at 1209 Orange Street Wilmington, County of New Castle, Delaware 19801, represented by Mr. Jan Halama according to the Power of Attorney (the US Guarantor); and

(4) Mr. Antoine Cournot, French national, born on 15 October 1954 in Paris (75008), resident at 15 rue des Hortensias, 92500 Rueil Malmaison, France (the French Guarantor).

BACKGROUND:

(A) The Seller is the owner of shares which represent all the issued share capital of the Company.

(B) The Seller wishes to sell and the Purchaser wishes to purchase, all the issued share capital of the Company free from any Encumbrance on the terms and subject to the conditions set out in this agreement.

(C) The Purchaser intends to acquire all the issued share capital of the Company with a view to sell the shares to RPS France shortly after Completion and in any case no later than 45 days after Completion.

(D) The US Guarantor wishes to guarantee the fulfilment of all obligations of the Purchaser owed to the Seller under this agreement pursuant to clause 21; and

(E) The French Guarantor wishes to guarantee the fulfilment of all obligations of the Seller owed to the Purchaser under this agreement pursuant to clause 21.

IT IS AGREED as follows:

1. INTERPRETATION

1.1 In addition to terms defined elsewhere in this agreement, the definitions and other provisions in schedule 8 apply throughout this agreement, unless the contrary intention appears.

1.2 In this agreement, unless the contrary intention appears, a reference to a clause, subclause or schedule is a reference to a clause, subclause or schedule of or to this agreement. The schedules form part of this agreement.

1.3 The headings in this agreement do not affect its interpretation.

1

2. SALE AND PURCHASE

2.1 Under the terms and conditions set forth by this agreement, the Seller shall sell and the Purchaser shall purchase the Shares in the Company. Within the time necessary to implement the reconveyance, and in any case no later than 45 days after Completion, the Purchaser shall transfer the Shares to RPS France.

2.2 The transfer of Shares from the Seller to the Purchaser shall become effective on Completion upon execution of the Short Form Agreement and registration of the transfer of the Shares from the Seller to the Purchaser in the share transfer register and the shareholders’ register held by the Company.

2.3 The Shares shall be sold free from all Encumbrances and together with all rights attaching to them. It is agreed and understood that there are no dividends declared and unpaid at the Completion Date by the Company, the dividend referred to in part 4 of schedule 6 having been agreed to be waived by the Seller as described in part 4 of schedule 6.

2.4 The consideration for the sale of the Shares is set out in clause 4 and shall be further adjusted (if applicable) according to clause 5.

2.5 The Seller and the French Guarantor acknowledge that the Purchaser enters into this agreement in reliance on the representations, warranties and undertakings on the part of the Seller set out in this agreement.

2.6 The Purchaser and the US Guarantor acknowledge that the Seller enters into this agreement in reliance on the representations, warranties and undertakings on the part of the Purchaser and of the US Guarantor set out in this agreement.

2.7 The Seller waives (and shall procure the waiver by its nominee(s) of) all rights of pre-emption which it (or such nominee(s)) may have (whether under any Company’s constitutional documents or otherwise) in respect of the transfer to the Purchaser or its nominee(s) of the Shares or any of them.

2.8 The Purchaser represents to the Seller that it has full authority and the requisite powers and available funds:

(a) to buy the Shares and to pay in full the Cash Consideration; and

(b) to sell the Consideration Shares to the Seller.

3. COMPLETION

3.1	Completion shall take place immediately after the execution of this agreement.
3.2	At Completion:

(a) the Seller shall observe and perform the provisions of part 1 of schedule 5; and

(b) the Purchaser shall observe and perform the provisions of part 2 of schedule 5.

3.3 If for any reason the provisions in part 1 of schedule 5 are not fully observed and performed by the Seller as contemplated by clause 3.2(a), the Purchaser shall (in addition and without prejudice to all other rights or remedies available to it) not be required to complete the

2

purchase of the Shares or shall fix a new time and date, not later than 11.00 a.m. on 23 December, 2008 for Completion by, in either case, giving notice to the Seller.

3.4 If for any reason the provisions in part 2 of schedule 5 are not fully observed and performed by the Purchaser as contemplated by clause 3.2(b), the Seller shall not (in addition and without prejudice to all other rights or remedies available to it) be required to complete the sale of the Shares.

3.5 If the Purchaser elects not to complete the purchase of the Shares under clause 3.3:

(a) except for this subclause, clauses 1, 13.1, 15, 17, 18, 19.2, 19.3, 19.4, 20, 22, 23 and 24 and the provisions of schedule 8, all the provisions of this agreement shall lapse and cease to have effect; and

(b) neither the lapsing of those provisions nor their ceasing to have effect shall affect any accrued rights or liabilities of any party in respect of damages for non-performance of any obligation falling due for performance prior to such lapse and cessation.

3.6 If the Seller elects not to complete the purchase of the Shares under clause 3.4, the provisions of clause 3.5 above shall apply mutatis mutandis.

4. CONSIDERATION

4.1 The consideration for the sale of the Shares shall (subject to adjustment as provided in this agreement) be:

(a) EUR 2,637,797 (in words: two million six hundred and thirty seven thousand, seven hundred and ninety seven euros) (Cash Consideration); and

(b) the transfer by the Purchaser to the Seller of the Consideration Shares with full title and free from Encumbrances.

4.2 The Seller and the Purchaser agree that the amount of EUR 740,000 from the Cash Consideration shall be paid by the Purchaser to Applied Pharma Research SA on behalf of the Seller in order to release the Pledge. For the avoidance of doubt, the Purchaser’s obligation to pay this portion of the Cash Consideration to the Seller shall be deemed to be fulfilled by the payment thereof to Applied Pharma Research SA.

4.3 When issued, each of the Consideration Shares will have been duly authorized, validly issued, fully paid and non-assessable, shall not have been issued in violation of any preemptive rights, rights of first refusal, co-sale rights or similar rights or restrictions or other restriction on transfer existing under the US Guarantor’s articles of incorporation, by-laws or other agreement binding on the US Guarantor, and shall rank pari passu in all respects with the ordinary shares in the capital of the US Guarantor that are issued and outstanding at the date of issue of the Consideration Shares.

4.4 The Seller acknowledges that, except as stated in this agreement, neither the Purchaser, nor the US Guarantor, has made any representation or warranty which has caused the Seller to accept the Consideration Shares or on which the Seller has placed any reliance in agreeing to accept the Consideration Shares.

4.5 The Seller acknowledges and agrees that the Consideration Shares which are to be transferred to it pursuant to this agreement cannot be sold or otherwise dealt with except (i) in accordance

3

with the by-laws of the US Guarantor; (ii) in accordance with clause 7 or 9.15; and (iii) in the manner described in the Escrow Agreement.

4.6 The Purchaser and the US Guarantor represent and warrant that there was no change in the US Guarantor’s by-laws in the year 2008.

5. ADJUSTMENT TO CASH CONSIDERATION

5.1 If the Actual Net Current Assets calculated in accordance with schedule 6 and schedule 7 are less than the Required Net Current Assets (Negative Difference), the Cash Consideration shall be reduced following Completion by the amount of the Negative Difference, provided that up to EUR 800,000 (in words eight hundred thousand euros) of the Negative Difference may be repaid by the Seller to the Purchaser, instead of from the Cash Consideration, by the transfer to the Purchaser of the number of Escrowed Consideration Shares which has a total value, as specified in Section 3(a) of the Escrow Agreement, equal to the lower of EUR 800,000 (in words eight hundred thousand euros) and the amount of the Negative Difference. A transfer of such Consideration Shares shall constitute a mutual set-off of the Seller’s obligation to repay the amount of the Negative Difference against the Purchaser’s obligation to pay for the Consideration Shares.

5.2 If the Negative Difference exceeds EUR 800,000 (in words eight hundred thousand euros), the Seller shall repay to the Purchaser the amount of the Negative Difference exceeding EUR 800,000 by a cash payment to the Purchaser.

5.3 If the Actual Net Current Assets exceed the Required Net Current Assets, the Cash Consideration shall be increased following Completion by the amount by which the Actual Net Current Assets exceed the Required Net Current Assets.

5.4 Any payment (and/or transfer of any of the Escrowed Consideration Shares, if applicable) resulting from the adjustment pursuant to clauses 5.1, 5.2 or 5.3 (as applicable) shall be made within twenty (20) Business Days following the day on which either the Purchaser and the Seller agree in writing on the Completion Statement or, in the absence of a written agreement between them, following the day on which the Independent Accountants’ decision as to the Actual Net Current Assets is delivered in writing to the Purchaser and the Seller as contemplated by schedule 6. In case of the transfer of any of the Escrowed Consideration Shares, the Seller and the Purchaser shall jointly instruct the Escrow Agent to release such Escrowed Consideration Shares from escrow.

5.5 The Cash Consideration as adjusted pursuant to clause 5.1 or 5.3 (as applicable) shall be further adjusted following the expiry of 12 months after the date of this agreement by deducting the amount of the trade receivables of the Company shown on the Completion Statement which are not collected and shall remain overdue for more than 12 months after the date of this agreement (the Uncollected Debts). The Uncollected Debts shall be calculated by the Purchaser and notified to the Seller by the Purchaser by a written statement without undue delay following the expiry of 12 months after the date of this agreement. In the event of disagreement notified by the Seller to the Purchaser within fifteen (15) Business Days of the notification of the Purchaser’s calculation to the Seller, the principles agreed in schedule 6 and schedule 7 shall apply mutatis mutandis.

5.6 Any payment resulting from the second adjustment pursuant to clause 5.5 shall be made by the Seller to the Purchaser within twenty (20) Business Days following the day on which the statement of the Uncollected Debts is notified in writing by the Purchaser to the Seller as contemplated by clause 5.5 or, if disputed by the Seller, either (i) the day following the day the Seller and the Purchaser agree on the amount of Uncollected Debt; or (ii) in the absence of

4

such agreement within the period stipulated under paragraph 3(b) of schedule 6 within twenty (20) Business Days following the day on which the matter is decided by the Independent Accountants.

5.7 If any amount of the Uncollected Debts is received by the Company after a payment has been made pursuant to clause 5.6, the Purchaser shall repay an equal sum to the Seller within twenty (20) Business Days following the day on which the payment is received by the Company.

5.8 If either any trade receivables of the Company which have been written off as bad debts, and hence which have not been taken into account in the Completion Statement, or any Uncollected Debts are subsequently received by the Company, the Purchaser shall pay to the Seller a sum equal to the amount, net of any Taxation due, of those trade receivables subsequently received by the Company, within twenty (20) Business Days following the day on which the payment is received by the Company.

5.9 If any specific provision in respect of a liability has been made by the Company and taken into account in the Completion Statement, and that liability does not arise, or does arise but is less than the amount of the relevant provision, the Purchaser shall pay to the Seller a sum equal to the amount, net of any Taxation due, of the amount by which the provision exceeds the relevant liability, within twenty (20) Business Days following the day on which the payment is received by the Company.

5.10 It is acknowledged by the parties that Required Net Current Assets has been set at a level which includes an anticipated amount of EUR 82,505.40 of Tax carry back losses to be utilised in 2009 (the 2009 Carryback). For the avoidance of doubt, the actual amount of the 2009 Carryback shall be agreed or determined in accordance with schedules 6 and 7, as with all other elements of Actual Net Current Assets.

5.11 If, according to the Completion Statement, Actual Net Current Assets (including, for the avoidance of doubt, the agreed or determined amount of the 2009 Carryback) are EUR 900,000 (in words: nine hundred thousand euro) or more, not taking into account an anticipated amount of EUR 99,829 of Tax carry back losses to be utilised in 2010 (the 2010 Carryback), then the amount of the 2010 Carryback, subject to agreement or determination of the actual amount of that 2010 Carryback in accordance with schedules 6 and 7, shall be added as a current asset to Actual Net Current Assets for the purposes of ascertaining the amount of any adjustment pursuant to this clause 5. If Actual Net Current Assets, including, the agreed or determined amount of the 2009 Carryback but not taking into account the 2010 Carryback, are less than EUR 900,000, no account shall be taken of any amount of the 2010 Carryback.

6. INVESTMENT REPRESENTATIONS

The Seller as the recipient of the Consideration Shares upon Completion agrees, represents and acknowledges as follows:

(a) The Seller represents that it is not located in the “United States,” as such term is defined under Regulation S of the United States Securities Act of 1933, as amended (the U.S. Securities Act), was not offered the Consideration Shares while in the United States, and is not a “U.S. person,” as such term is defined in Regulation S under the U.S. Securities Act (a U.S. Person) and that the Consideration Shares to be issued to the Seller will be acquired for investment for such person’s own account, not as a nominee or agent, and not for the account or benefit of, a person in the United States or a U.S. Person, and not with a view to the resale or distribution of any part

5

thereof in the United States in violation of U.S. federal or state securities laws, and that the Seller has no present intention of selling, granting any participation in, or otherwise distributing the same. The Seller acknowledges and agrees that the Consideration Shares are “restricted securities” as that term is defined in Rule 144 under the U.S. Securities Act.

(b) The Seller represents that it does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person or to any third person in the United States or to a U.S. Person, or any hedging transaction with any third person in the United States to a United States resident, with respect to any of the Consideration Shares.

(c)

The Seller understands that the Consideration Shares are not registered under the U.S. Securities Act on the ground that the sale provided for in this agreement and the issuance of the Consideration Shares hereunder is excluded from registration under the U.S. Securities Act pursuant to Regulation S thereof, and that the US Guarantor’s reliance on such exemption is predicated on the Seller’s representations set forth herein. The Seller hereby agrees to resell the Consideration Shares only in accordance with the provisions of Regulation S under the U.S. Securities Act, pursuant to registration under the U.S. Securities Act or pursuant to an exemption from such registration requirements. Prior to permitting any transfer of the Consideration Shares, the US Guarantor may request, and the Seller agrees to provide, if so requested, an opinion of counsel reasonably satisfactory to the US Guarantor that any resale or other transfer of the Consideration Shares is to be effected in a transaction meeting the requirements of Regulation S under the U.S. Securities Act or is exempt from registration under the U.S. Securities Act. The Seller further agrees not to engage in hedging transactions with regard to Consideration Shares unless in compliance with the U.S. Securities Act.

(d)

The Seller represents that:

(i)	the Seller has received all the information the Seller has requested from the Purchaser and the US Guarantor and considers necessary or appropriate for deciding whether to acquire the Consideration Shares;
(ii)	the Seller has the ability to bear the economic risks of the Seller’s prospective investment; and
(iii)	the Seller understands that no public market currently exists in the United States for any of the US Guarantor’s securities and that the US Guarantor has made no assurances that a public market in the United States will ever exist for the Consideration Shares.

(e) The Seller has been informed and understands and agrees that a legend substantially similar to the one set forth below will be placed on the certificates for the Consideration Shares until such time as it is no longer required under applicable U.S. federal and state securities laws, and stop transfer instructions may be placed with the transfer agent of the Consideration Shares:

THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), AND IS A RESTRICTED SECURITY (AS DEFINED IN RULE 144 UNDER THE U.S. SECURITIES ACT). THIS SECURITY

6

MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. HEDGING TRANSACTIONS INVOLVING THIS SECURITY MAY NOT BE CONDUCTED DIRECTLY OR INDIRECTLY, UNLESS IN COMPLIANCE WITH THE U.S. SECURITIES ACT. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE U.S. SECURITIES ACT PROVIDED BY RULE 144A OR REGULATION S THEREUNDER.

THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE U.S. SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A (IF AVAILABLE) (II) OUTSIDE OF THE UNITED STATES IN AN OFFSHORE TRANSACTION, AS SUCH TERM IS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT, IN ACCORDANCE WITH RULES 904 AND 905 OF REGULATION S UNDER THE U.S. SECURITIES ACT, (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (IV) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT, IN EACH OF CASES (I) THROUGH (IV) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.

THE SECURITY REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO TRANSFER RESTRICTIONS WHICH REQUIRE THAT IN ADDITION TO ANY CERTIFICATIONS REQUIRED FROM A TRANSFEROR AS SET FORTH ON THE REVERSE OF THIS CERTIFICATE, PRIOR TO THE EXPIRATION OF A DISTRIBUTION COMPLIANCE PERIOD OF AT LEAST SIX MONTHS, THE TRANSFEREE CERTIFIES AS TO WHETHER OR NOT IT IS A U.S. PERSON, WITHIN THE MEANING OF REGULATION S UNDER THE U.S. SECURITIES ACT AND MUST PROVIDE CERTAIN OTHER CERTIFICATIONS AND AGREEMENTS. PRIOR TO PERMITTING ANY TRANSFER, THE COMPANY MAY REQUEST AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH TRANSFER IS TO BE EFFECTED IN A TRANSACTION MEETING THE REQUIREMENTS OF REGULATION S UNDER THE U.S. SECURITIES ACT OR IS EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT.

7. DEPOSIT OF CONSIDERATION SHARES

7.1 On Completion, the Seller as sole beneficial owner shall deposit 50 per cent of the Consideration Shares with the Escrow Agent for a period of three years by way of continuing security for the payment and satisfaction of any Claim that the Purchaser may have against the Seller under this agreement. Further terms of the deposit and security arrangement, including the terms of release of the deposited Consideration Shares over the three year security period, are set out in the Share Escrow Agreement. If the Seller at any time proposes

7

to the Purchaser the replacement of the Escrow Agent by a new escrow agent, the Seller and the Purchaser shall in good faith co-operate in the appointment of such new escrow agent provided that the new escrow agent:

(a)	accepts the principles agreed in the Share Escrow Agreement;
(b)	accepts English as the governing language of the escrow arrangement;
(c)	has a reasonable level of experience of providing the relevant type of escrow services; and
(d)	makes a reasonable proposal on the escrow fees to be charged.

7.2 Without prejudice to clause 7.1 above, the Seller shall not, during the period of one year after Completion (the Lock-Up Period) offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any of the Consideration Shares without the prior written consent of the Purchaser. The provisions of this subclause shall also apply to any other securities for the time being representing or replacing or derived from the Consideration Shares (whether by way of a stock split, reverse stock split or recapitalisation), other than any such securities as may be acquired for cash by way of rights or other issue and other than stock dividends, and references in this clause to a Consideration Shares shall be construed accordingly. The same restrictions as set out in this clause 7.2 shall apply with respect to any of the Escrowed Shares for the whole period during which such Escrowed Shares remain deposited in escrow pursuant to the terms of the Share Escrow Agreement.

7.3 If the Company dismisses the Seller or otherwise terminates the Service Agreement with the Seller between the second and the third anniversary of Completion, the Purchaser will procure that the Escrow Agent releases to the Seller within twenty Business Days of such termination the Consideration Shares which are at that time deposited under the Share Escrow Agreement less the number of Consideration Shares having an aggregate value equal to the value of any unresolved pending Claim notified prior to date of such termination in accordance with clause 9.6.

7.4 The restrictions in clause 7.2 shall not:

(a) apply to transfers of any Consideration Shares by the Seller to the Purchaser pursuant to clause 5.1 or 9.15(b) or 9.15(c) of this agreement; or

(b) prevent the Seller from selling any of the Consideration Shares which are not deposited under the Share Escrow Agreement in order for the Seller to be able to pay its tax liability resulting from the sale of the Shares provided that the Seller demonstrates to the reasonable satisfaction of the Purchaser that it does not have sufficient funds to pay such tax liability otherwise; or

(c) prevent the Seller’s heirs from selling any of the Consideration Shares which are not deposited under the Share Escrow Agreement in order for the Seller’s heirs to be able to pay their tax liability resulting from the inheritance of the Consideration Shares.

(d) Subject to clause 7.5, after the expiry of the Lock-Up Period, there shall be no limitation on the Seller’s right to offer, sell, etc. any of the Consideration Shares (or any shares representing, replacing, derived from or that represent dividends on the Consideration Shares) that are not deposited under the Share Escrow Agreement, except for limitations resulting from applicable securities laws.

8

7.5 The Seller shall, upon request from the US Guarantor or a securities dealer who purchases the US Guarantor’s common stock as principal in an underwritten public offering and not as part of such securities dealer’s market-making activities (the Underwriter), cooperate fully in any public offering of the US Guarantor’s common stock, which cooperation shall include, without limitation, the preparation and execution of lock-up agreements, underwriting agreements, registration statements, questionnaires and documents requested by regulatory authorities in connection with the public offering of the US Guarantor’s common stock, and any other customary documents related to an underwritten public offering of stock. Notwithstanding the foregoing, the Seller shall not be required to give any representations and warranties except with respect to itself unless otherwise agreed.

7.6 Nothing in this clause shall prevent:

(a) a disposal pursuant to a court order; or

(b) a renunciation of a right to subscribe for shares (where such right is derived from the Consideration Shares) or a failure to take up any such right; or

(c) the Seller from accepting a general offer made for all or a portion of the issued share capital of the US Guarantor (other than any issued share capital held by the offeror and/or persons acting in concert with the offeror); or

(d) the Seller from executing an irrevocable commitment to accept such a general offer, or a disposal or agreement to dispose of shares to a person who has made or announced his intention to make, or has a bona fide intention to make, such an offer; or

(e) if the US Guarantor makes an offer to its shareholders to purchase its own shares or proposes a scheme of arrangement, a disposal or agreement to dispose of any Consideration Shares pursuant to that offer or scheme; or

(f) the passing of title to the Consideration Shares to the heirs, personal representatives or legal representatives of the Seller upon the Seller’s death or officially declared incapacity for legal acts, subject to the terms and conditions of the Share Escrow Agreement.

8. LOANS AND GUARANTEES

8.1 There is no indebtedness of any kind (whether or not presently payable) by the Company to the Seller or any person connected with the Seller. If it is established at any time after Completion that there was any such indebtedness as at Completion, then the Seller shall (or shall procure that the relevant person connected with it to which that indebtedness is owed shall) waive that indebtedness at no cost to the Purchaser or the Company.

8.2 The Seller shall procure that on Completion the Company is released from any guarantee or indemnity in respect of another person’s obligations, which it has given and which has not been disclosed in the Disclosure Letter.

9

9. CLAIMS

9.1 The Seller, subject to the provisions of clause 9.3 below and of schedule 4, represents and warrants to the Purchaser that:

(a) except as fully and fairly disclosed to the Purchaser in the Disclosure Letter (with sufficient details to identify the nature and scope of the matter disclosed), each of the statements set out in schedule 3 (the Warranted Statements) is true and accurate; and

(b) all information contained or referred to in the Disclosure Letter is in all material respects true and accurate and, to the best of the Seller’s knowledge, complete.

9.2 The Seller shall indemnify the Purchaser by the payment to the Purchaser of an amount equal to:

(a) a reduction in the amount of the Company’s aggregate net assets (in French “Actif Net”) which is the consequence of an increase in the amount of liabilities or a decrease in the value of assets resulting from an event, matter or circumstance occurring prior to 31 December 2007, provided that, for the avoidance of doubt, any decrease in assets or increase in liabilities shall be looked at in the aggregate and shall hence be offset against any increase in other assets or decrease in other liabilities including cancellation of provisions (“reprise de provision”); or

(b) the Compensation arising from any of the Warranted Statements being untrue or inaccurate as the Completion Date or the date indicated in the relevant Warranted Statement; or

(c) Losses incurred by the Company arising in respect of any Taxation required to be paid (net of applicable deductible or of retrievable taxes) by the Company after Completion which is due in relation to events occurring or profits earned on or before Completion and which is not recorded in the Accounts or the Completion Statement; or

(d) Losses incurred by the Company after Completion arising from the conduct prior to Completion of any Past Agreement; or

(e) Losses incurred by the Company after Completion arising from the conduct prior to Completion of an Existing Clinical Trials Agreement, to the extent that the cause of the Losses is proved to be attributable wholly to the conduct of that Existing Clinical Trials Agreement before Completion. For the avoidance of doubt the Seller shall not be liable for Losses (i) the cause of which is proved to be attributable to the conduct of an Existing Clinical Trials Agreement both before and after Completion; or (ii) the cause of which is proved to be attributable to the conduct of an Existing Clinical Trials Agreement after Completion; or (iii) the cause of which cannot be proved to be attributable to the conduct of an Existing Clinical Trials Agreement either before or after Completion; or

(f) Losses incurred by the Company after Completion arising from the guarantee issued by the Company for the benefit of Mrs. Iria Barbaro securing the payment of rent in connection with the apartment rented by Mr. Emmanuel L. Marin, an employee of the Company.

10

For the avoidance of doubt and subject also to clause 9.13, the liability of the Seller to pay a Claim for indemnification made by the Purchaser other than one made pursuant to subclauses 9.2(a) and 9.2(b) will not be limited or qualified in any respect by the contents of the Disclosure Letter.

9.3 Prior to signing this agreement, the Purchaser and the US Guarantor conducted due diligence with respect to the Company. The Purchaser and the US Guarantor represent and warrant that they have no actual knowledge of any breach of the Warranted Statements by the Seller on the basis of the data and information disclosed by the Seller to the Purchaser and the US Guarantor during the due diligence, other than those matters which have been disclosed to them in the Disclosure Letter and items in respect of which indemnification is given under clauses 9.2(c) to 9.2(e).

9.4 Except in relation to matters disclosed in the Disclosure Letter (with sufficient details to identify the nature and scope of the matter disclosed) and to matters of which the Purchaser or the US Guarantor has actual knowledge on the date of this agreement, none of the Warranties shall be treated as qualified by any event, matter or circumstance which it is claimed that the Purchaser or the US Guarantor or their agents or advisers should have known.

9.5 In order to avoid double indemnification, (i) the same Claim occurring as a result of a breach of more than one Warranted Statement shall only be indemnified once and (ii) the Purchaser shall not be entitled to make a Claim under more than one paragraph of subclause 9.2 in respect of any Loss or Compensation arising out of the same matter or circumstance.

9.6 The Purchaser shall promptly, after it becomes aware of a matter which is likely to give rise to a Claim, give written notice (a Claim Notice) to the Seller specifying that matter. If that Claim arises from a claim against the Company or the Purchaser by a third party (including, but not limited to, an inquiry from a Taxation Authority) (a Third Party Claim), the Claim Notice shall be given within 20 calendar days from the date when the Purchaser (or the Company if the French Guarantor is no longer a manager or an employee under the Service Agreement of the Company at the time of the Third Party Claim) becomes aware of the Third Party Claim or sooner if the Third Party Claim requires a response from the Purchaser earlier than the date falling 20 calendar after the date when the Purchaser (or the Company if the French Guarantor is no longer a manager or an employee under the Service Agreement of the Company at the time of the Third Party Claim) becomes aware of the matter. Failure of the Purchaser to give the Claim Notice within the time periods specified above shall not release, waive or otherwise affect the Seller’s obligations with respect thereto except to the extent that the Seller is prejudiced as a result of that failure, in which case the indemnification in respect of the relevant Claim shall be reduced but only to the extent of that prejudice. A Claim Notice shall specify the matter in enough reasonable detail to enable the Seller to appreciate its scope and its merits, and in the case of a Third Party Claim shall be accompanied by the documentation received by the Purchaser containing details of the Third Party Claim.

9.7 If a Claim arises as a result of a Third Party Claim, the Seller may, but will not be obliged to, give a written notice to the Purchaser that it elects to assume at its own expense the conduct of the defence against the Third Party Claim, including selection of legal advisors.

9.8 Irrespective of whether the defence against a Third Party Claim is conducted by the Purchaser/Company or the Seller:

(a) that party shall keep the other party periodically and fully informed of the progress of the legal action and shall inform the other party sufficiently in advance so it can exercise its rights, attend hearing or similar proceedings and participate in the preparation of all written documents;

11

(b) that party shall not assume any liability or make any settlement on behalf of the Company or the other party without that other party’s prior written consent which shall not be unreasonably withheld;

(c) both parties shall co-operate in the defence of the Third Party Claim and the Purchaser shall to the extent permitted by applicable law:

(i)	procure that the Company gives reasonable access to the Seller, its representatives and advisors to all documents and information necessary to instruct a claim and to defend its own interests and the Company’s interests;
(ii)	provide, at the Seller’s expense, copies of those documents; and
(iii)	procure that the Company gives reasonable access to the Seller, its representatives and advisors to the Company’s employees, representatives and statutory auditors.

9.9 During the period of thirty (30) calendar days from receiving a Claim Notice (Cure Period), the Seller may either use its reasonable efforts to cure the matter or circumstance which shall have given rise to a Claim or shall advise the Purchaser that it elects not to cure the matter or circumstance. In the event that within the Cure Period, the Seller neither cures the matter or circumstance giving rise to the Claim nor disputes the Claim Notice, the Seller shall pay within ten Business Days from the end of the Cure Period to the Purchaser the requested amount of the Claim. If within the Cure Period the Seller notifies its disagreement to the Purchaser with the Claim, or with the requested amount of the Claim, in either case, then the Seller shall within twenty Business Days from either the date of an amicable settlement between the Seller and the Purchaser, or, in the absence of an amicable settlement, the date of the relevant arbitral award in accordance with clause 23, pay to the Purchaser the agreed or adjudicated amount of the Claim.

9.10 If, following service by the Purchaser of a Claim Notice, the defence against a Third Party Claim is conducted by the Seller, the corresponding amount of the Claim arising from such Third Party Claim shall be paid by the Seller to the Purchaser within ten Business Days from the latter of (i) the date when the Company is required, pursuant to a final non-appealable court, arbitration or administration decision, expert determination or settlement agreement, to pay the Third Party Claim and (ii) the date when the Claim has been agreed or adjudicated pursuant to the terms of this agreement. Furthermore, if the Seller wishes to appeal against a decision in favour of the third party making the Third Party Claim and such appeal is subject to provisional performance (“exécution provisoire”) or such decision orders the Company to make a payment before a relevant appeal may be filed, the Seller will make such payment on behalf of the Company as a refundable advance (“avance de fonds”) the payment of which (i) does not impair in any event the Seller’s right to challenge the Claim; and (ii) shall be refunded to the Seller if the Third Party Claim in question is successfully appealed, to the extent that a Loss incurred by the Company in connection with the Third Party Claim is recovered by the Company.

9.11 The Purchaser shall (and procure that the Company shall) take all reasonable action to avoid or mitigate any Losses or Compensation that may give rise to a Claim. In all events and if possible, the Seller and the Purchaser agree to co-operate in good faith and provide each other with reasonable assistance in connection with any matter which is likely to give rise to a Claim.

9.12 The Warranties and any Claim shall be subject to the limitations and other provisions set out in this agreement and schedule 4.

12

9.13 Nothing in this agreement (except for clause 9.5), schedule 4 or in the Disclosure Letter shall qualify or limit the liability of the Seller in relation to:

(a) any of those Warranted Statements set out in paragraphs 1.3 (Ownership of the Shares), 1.12 (Insolvency), and 1.1(a) and (b) (Capacity and consequences of sale) of schedule 3; or

(b) any Claim attributable to a deliberate misrepresentation (in French “Dol” as defined by Article 1116 of the French Civil Code) on the part of the Seller,

EXCEPT THAT notwithstanding any provisions of this agreement to the contrary, the maximum aggregate liability of the Seller in respect of any and all Claims under this agreement (including the Seller’s liability arising from the adjustment pursuant to clause 5 and, for the avoidance of doubt, any Claims covered within the limit specified in paragraph 3.1 of schedule 4) shall not exceed EUR 8,792,656 (in words: eight million seven hundred and ninety two thousand six hundred and fifty six euros; and

EXCEPT THAT notwithstanding any provisions of this agreement to the contrary, the liability of the Seller in relation to any of those Warranted Statements set out in paragraphs 1.12 (Insolvency), and 1.1(a) and 1.1(b) (Capacity and consequences of sale) of schedule 3 shall terminate on the fourth anniversary of Completion.

Liability of the Seller in relation to Warranted Statements other than as set out in subclauses (a) and (b) above and other Claims under 9.2 shall be limited in accordance with paragraph 3.1 of schedule 4.

The Purchaser shall not have the right to make a Claim under clause 9.2 to the extent that provision is made for the matter in question, or its payment or discharge is reflected, in the Accounts or the Completion Statement or the adjustment pursuant to clause 5.

9.14 The Purchaser shall further not have the right to make a Claim to the extent that either:

(a) it arises as a result only of a change in the legislation including but not limited to law of Taxation announced after the date of this agreement; or

(b) it would not have arisen but for a change after Completion in GAAP and the accounting bases upon which the Company values its assets.

9.15 In case of a Claim other than for an adjustment pursuant to clause 5, the Seller shall settle it at its option by:

(a) a cash payment to the Purchaser; or

(b)	the transfer to the Purchaser of such number of the Consideration Shares as has a total value corresponding to the amount of the Claim, as set forth in the Escrow Agreement; or
(c)	a combination of (a) and (b).

9.16 A transfer of Consideration Shares pursuant to clause 9.15 shall constitute a mutual set-off of the Seller’s obligation to pay the amount of the Claim against the Purchaser’s obligation to pay for the Consideration Shares.

13

10. PURCHASER’S WARRANTIES

The Purchaser represents and warrants to the Seller that:

(a) it has the power to execute and deliver this agreement, and each of the other Transaction Documents to which it is or will be a party, and to perform its obligations under each of them and has taken all action necessary to authorise such execution and delivery and the performance of such obligations;

(b) this agreement constitutes, and each of the other Transaction Documents to which it is or will be a party will, when executed, constitute legal, valid and binding obligations of the Purchaser in accordance with its terms;

(c) all authorisations from, and notices or filings with, any governmental or other authority that are necessary to enable the Purchaser to execute, deliver and perform its obligations under this agreement and each of the other Transaction Documents to which it is or will be a party have been obtained or made (as the case may be);

(d) the Consideration Shares will be legally and validly issued and shall be free of any Encumbrance;

(e) the Purchaser is a corporation duly organized and validly existing under the laws of the Netherlands and has all requisite corporate power to own its properties and carry on its business as now being conducted;

(f) there is no claim, action, lawsuit, arbitration, judicial or administrative proceeding pending or, to the knowledge of the Purchaser, threatened against the Purchaser, which questions the valid execution, delivery or performance by the Purchaser of its obligations under this agreement or any of the other documents referred to herein, or the consummation by the Purchaser of the transaction contemplated hereby; and

(g) neither the execution of this agreement by the Purchaser nor the consummation or performance of the contemplated transaction by the Purchaser will give any person the right to prevent, delay, or otherwise interfere with the contemplated transaction pursuant to:

(i)	any provision of the Purchaser’s organizational documents;
(ii)	any resolution adopted by the board of directors or the shareholders of the Purchaser;
(iii)	any legal requirement or order to which the Purchaser may be subject; or
(iv)	any contract to which the Purchaser is a party or by which the Purchaser may be bound.

10.2 The Purchaser shall indemnify the Seller against any Losses suffered by the Seller arising from any of the Purchaser’s warranties which would be untrue or inaccurate.

11. IMITIS

11.1 As soon as practicable after Completion and in any event before 30 June, 2009, the Seller in co-operation with the Company and other shareholders in IMITIS shall use reasonable efforts to procure completion of the following steps:

14

(a) IMITIS shall transfer to the Company all of its contracts with employees, Existing Clinical Research Agreements, intellectual property rights and fixed and other assets, at a price to be mutually agreed by the Seller and the Purchaser, such price to be as low as possible subject to applicable law and transfer pricing regulations;

(b) all shareholder indebtedness owed by IMITIS to the Company or any persons related to it shall be waived;

(c) other liabilities owed by IMITIS to third parties shall be settled at the expense of the Seller, provided that such expense may be shared by the Seller with other shareholders in IMITIS subject to their mutual agreement;

(d) IMITIS shall enter into and complete winding-up/liquidation proceedings, provided that associated reasonable legal fees shall be borne by the Company. Any other costs or expenses shall be settled by the Seller, provided that such costs or expenses may be shared by the Seller with other shareholders in IMITIS subject to their mutual agreement.

11.2 All shareholder indebtedness owed by IMITIS to the Company and an amount of reasonable legal fees not exceeding EUR 5,000 and associated with the winding-up/liquidation proceedings of IMITIS as envisaged under clause 11.1(d) and all liabilities of IMITIS shall be ignored for the purposes of the calculation of the Actual Net Current Assets.

11.3 In the event that the operations anticipated in clause 11.2 cannot be completed, the Purchaser and the Seller shall cooperate and negotiate in good faith on the taking of any alternative steps which could lead to the same results as contemplated in clause 11.1, without additional costs to the Company and the Seller.

12. PROTECTIVE COVENANTS

12.1 The Seller and the French Guarantor covenant with the Purchaser and the Company that they shall not:

(a) be concerned in any business carrying on business in France, which is competitive with the Business; or

(b) except on behalf of the Company, canvass or solicit orders for services similar to those being provided by the Company at Completion from any person who is at Completion or has been at any time within 2 years prior to Completion a client of the Company; or

(c) induce or attempt to induce any person who is at Completion a director or senior employee of the Company to leave the employment of the Company; or

(d) employ or attempt to employ any person who is at Completion a director or senior employee of the Company; or

(e) do or say anything which is harmful to the reputation of the Company (provided that this shall not prevent the Seller from defending itself in any litigation with the Company, the Purchaser or the US Guarantor) or which may lead a person to cease to deal with the Company on substantially equivalent terms to those previously offered or at all; or

15

(f) make use of or (except as required by law or any competent regulatory body) disclose or divulge to any third party any information of a secret or confidential nature relating to, or to the business or affairs of, the Company or to any of the employees, clients or suppliers of the Company (provided that this shall not prevent the Seller from defending itself in any litigation with the Company, the Purchaser or the US Guarantor); or

(g) use or (insofar as he/she can reasonably do so) allow to be used (except by the Company) any trade name used by the Company at Completion or any other name intended or likely to be confused with such a trade name.

12.2 The Seller’s and the French Guarantor’s obligations arising from the protective covenants stated in subclauses 12.1(a) to 12.1(e) above shall lapse upon the expiration of a period of 24 months after Completion.

12.3 For the purposes of this clause:

(a) a person is concerned in a business if he/she carries on the business as principal or agent or if:

(b) is a partner, director, employee, secondee, consultant or agent in, of or to any person who carries on the business; or

(c) has any direct or indirect financial interest (as shareholder or otherwise) in any person who carries on the business; or

(d) is a partner, director, employee, secondee, consultant or agent in, of or to any person who has a direct or indirect financial interest (as shareholder or otherwise) in any person who carries on the business,

disregarding any financial interest of a person in securities which are listed or traded on any generally recognised market if that person, the Seller and any person connected with that person or any Seller (the Investors) are together interested in securities which amount to less than 5% of the issued securities of that class and which, in all circumstances, carry less than 5% of the voting rights (if any) attaching to the issued securities of that class, and provided that none of the Investors is involved in the management of the business of the issuer of the relevant securities or of any person connected with it otherwise than by the exercise of voting rights attaching to securities; and

(e) references to the Company include its successors in business.

12.4 Each of the restrictions in each paragraph or subclause above shall be enforceable independently of each of the others and its validity shall not be affected if any of the others is invalid.

12.5 If any of those restrictions is void but would be valid if some part of the restriction were deleted, the restriction in question shall apply with such modification as may be necessary to make it valid.

12.6 Notwithstanding any provision of this clause 12, the French Guarantor shall be entitled to carry on his activities as a member and a member of executive bodies of professional

16

associations in connection with the business of the Company such as EUCROF and ARCROF.

12.7 Notwithstanding any provision of this clause 12, the French Guarantor shall be entitled to continue holding his shares in the capital of the Seller, on the basis that the Seller is not engaged in any respect whatsoever with activities which compete, or might in the future be reasonably regarded as competing, with the business and activities of the Company.

13. ANNOUNCEMENTS

13.1 No party shall, and each party shall procure that no adviser shall, make any announcement concerning the sale or purchase of the Shares or any related or ancillary matter before, on or after Completion, without the other party’s prior approval which shall not be unreasonably withheld.

13.2 The Seller shall also procure that the Company and advisers shall not make any announcement concerning the sale or purchase of the Shares or any related or ancillary matter on or before Completion.

13.3 Nothing in this clause prevents any announcement being made with the written approval of the other parties, which shall not be unreasonably withheld or delayed.

14. LIABILITY OF THE SELLER

There is no clause 14 in this agreement.

15. NOTICES

15.1 Any notice or other communication to be given under this agreement shall be in writing (which includes fax but not email) in English and must be delivered in person, or sent by recognised international courier service, by recorded delivery letter or by fax to the party to whom it is to be given as follows:

(a) to the Seller at:

APA Research SARL
60, rue Carnot
92100 Boulogne Billancourt

Fax: + 33 1 46 99 94 51

Marked for the attention of: Mr. Antoine Cournot,

with a copy to Seller’s counsel:
Cournot Association d’Avocats
91, rue du Faubourg Saint Honoré
75008 Paris
France
Facsimile: (33) (0) 40 06 19 20

(b) to the French Guarantor at:

17

Mr Antoine Cournot
15, rue des Hortensias
92500 Rueil Malmaison

Fax: + 33 1 46 99 94 51

Marked for the attention of Mr Antoine Cournot,

with a copy to the Seller’ counsel:
Cournot Association d’Avocats
91, rue du Faubourg Saint Honoré
75008 Paris
France
Facsimile: +33 (0) 40 06 19 20

(c) to the Purchaser at:

ReSearch Pharmaceutical Services Netherlands B.V.
Strawinskylaan 3105
Atrium 1077ZX
Amsterdam 96550
The Netherlands

Fax: +1 484-533-2018

Marked for the attention of Dan Perlman and Steve Bell,

(d) to the US Guarantor at:

ReSearch Pharmaceutical Services Inc.
520 Virginia Drive
Fort Washington, PA 19034
USA

Fax: +1 484-533-2018

Marked for the attention of Dan Perlman and Steve Bell,

or at any such other address or fax number of which it shall have given notice for this purpose to the other parties under this clause.

15.2 Any notice or other communication shall be deemed to have been given:

(a) if delivered by hand or courier, at the time of delivery;

(b) if sent by fax, on the date of transmission, if transmitted before 3.00 p.m. (local time at the country of destination) on any Business Day, and in any other case on the Business Day following the date of transmission, provided that a copy of the fax is sent by recorded delivery letter with acknowledgment of receipt (“lettre recommandée A.R.”) within two (2) Business Days; and

18

(c) if sent by recorded delivery letter with acknowledgment of receipt (“lettre recommandée A.R.”) on the date on which it is received within eight (8) calendar days after the registered letter is presented for the first time at the address of the receiving party.

Only the notices to the Seller and/or the French Guarantor and/or the Purchaser and/or the US guarantor shall be deemed to be validly delivered. For the avoidance of doubt, the delivery of a copy to the Seller’s and/or French Guarantor’s counsel shall not be deemed to be a valid notice.

15.3 In proving the giving of a notice or other communication, it shall be sufficient to prove that delivery was made or that the fax was properly addressed and transmitted, as the case may be.

15.4 This clause shall not apply in relation to the service of any summons (“assignation”) or service of notice, order, judgment (“signification de jugement”), or other judicial document relating to or in connection with any proceedings, suit or legal action arising out of or in connection with this agreement.

16. FURTHER ASSURANCES

16.1 On or after Completion the Seller shall, at its own cost and expense, other than the stamp duties (“droits d’enregistrement”) which shall be borne by the Purchaser or its assignees, execute and do (or procure to be executed and done by any other necessary party) all such deeds, documents, acts and things as the Purchaser may from time to time reasonably require in order to vest any of the Shares in the Purchaser or its assignee or as otherwise may be necessary to give full effect to this agreement and the other Transaction Documents.

16.2 In relation to the Company, the Seller shall procure the convening of all meetings, the giving of all waivers and consents and the passing of all resolutions as are necessary under statute, its constitutional documents or any agreement or obligation affecting it to give effect to this agreement and the other Transaction Documents.

17. ASSIGNMENTS

17.1 The Purchaser may freely assign the benefit of this agreement and any other Transaction Document to a wholly owned subsidiary of the US Guarantor without the approval of the Seller and if it does so:

(a) the assignee may enforce the obligations on the part of the Seller under this agreement and under any other Transaction Document as if it had been named in this agreement and any other Transaction Document as the Purchaser;

(b) as between the Seller and the Purchaser, the Seller may, in addition to enforcement against the assignee, nevertheless enforce this agreement and any other Transaction Document against the Purchaser and the US Guarantor as if the assignment had not occurred;

(c) the assignment shall not in any way operate so as to increase the liability of the Purchaser or the Seller under this agreement or any other Transaction Document; and

(d) the Purchaser shall remain jointly and severally liable with the assignee.

19

17.2 Except as permitted by this clause, none of the rights or obligations under this agreement or any other Transaction Document may be assigned or transferred without the prior written consent of the Seller and the Purchaser.

18. PAYMENTS

18.1 Unless otherwise expressly stated (or as otherwise agreed in the case of a given payment), each payment to be made under this agreement (including any payment by the US Guarantor or the French Guarantor) shall be made in Euro by transfer of the relevant amount into the account of the party due to receive the payment. Such account shall, not less than three (3) Business Days before the date that payment is due, be notified in writing by the party receiving payment to the party due to make the payment.

18.2 If a party defaults in making any payment when due of any sum payable under this agreement, it shall pay interest on that sum from (and including) the date on which payment is due until (but excluding) the date of actual payment (after as well as before judgment) at an annual rate of LIBOR plus 2 per cent, which interest shall accrue from day to day and be compounded monthly.

18.3 If the Seller or the Purchaser, as the case may be, is required by law to make a deduction or withholding in respect of any sum payable under this agreement, the Seller or the Purchaser, as the case may be, shall, at the same time as the sum which is the subject of the deduction or withholding is payable, make a payment to the Purchaser or Seller, as the case may be, of such additional amount as shall be required to ensure that the net amount received by the Purchaser or the Seller, as the case may be, will equal the full amount which would have been received by it had no such deduction or withholding been required to be made.

18.4 Without prejudice to any other rights or remedies available to it, the Purchaser may deduct from any amount payable by it under this agreement any sum due to it under the provisions of clause 9. This right shall not be assignable by the Purchaser to a third party without the Seller’s consent, except as a part of an assignment pursuant to clause 17.1.

18.5 Unless provided otherwise in this agreement, any payment under this agreement shall be made in euros. For the purpose of USD/EUR conversion under this agreement, the applicable USD/EUR rate shall be the nominal effective exchange rate quoted by the European Central Bank at the date of the relevant Claim Notice in case of a Claim and in other cases the due date for making the relevant payment.

19. GENERAL

19.1 Each of the obligations, Warranties and undertakings set out in this agreement (excluding any obligation which is fully performed at Completion) shall continue in force after Completion and shall not be affected by the waiver of any Condition or any notice given by the Purchaser in respect of any Condition.

19.2 Except as otherwise expressly provided in this agreement each party shall pay the costs and expenses incurred by it in connection with the entering into and completion of this agreement. Stamp duties (“droits d’enregistrement”) or similar levies that may become payable as a result of this agreement or the transfer of the Shares pursuant thereto shall be borne by the Purchaser.

19.3 This agreement may be executed in any number of counterparts, all of which, taken together, shall constitute one and the same agreement, and any party (including any duly authorised

20

representative of a party) may enter into this agreement by executing a counterpart. Facsimile signatures shall be valid and binding to the same extent as original signatures.

19.4 The rights of each party under this agreement:

(a) may be exercised as often as necessary;

(b)	except as otherwise expressly provided in this agreement, are cumulative and not exclusive of rights and remedies provided by law; and
(c)	may be waived only in writing and specifically.

Subject to the exercise of the Purchaser’s rights within the time limits referred to in clause 9.12 above and subject to the terms of clause 9.6 above, delay in exercising or non-exercise of any such right is not a waiver of that right.

20. WHOLE AGREEMENT

20.1 This agreement and the other Transaction Documents contain the whole agreement between the parties relating to the transactions contemplated by the Transaction Documents and supersede all previous agreements, whether oral or in writing, between the parties relating to these transactions. Except as required by statute, no terms shall be implied (whether by custom, usage or otherwise) into this agreement.

20.2 Each party acknowledges that in agreeing to enter into this agreement and the other Transaction Documents it has not relied on any express or implied representation, warranty, collateral contract or other assurance (except those set out in the Transaction Documents) made by or on behalf of any other party before the entering into of this agreement and that it does not have any rights in respect of any such express or implied representation, warranty, collateral contract or other assurance.

20.3 Subject to clause 9.13 and schedule 4, nothing in this clause limits or excludes any liability for deliberate misrepresentation (in French “Dol” as defined by Article 1116 of the French Civil Code).

21. GUARANTEES

21.1 The US Guarantor hereby acknowledges having full and perfect knowledge of all its obligations under this agreement, notably their nature and scope, and hereby irrevocably guarantees to the Seller the fulfilment of all of the Purchaser’s obligations under this agreement should the Purchaser not fulfil them when due (“caution”). The Parties agree that the Seller shall have the right to make a claim to the US Guarantor only after a notice sent by the Seller to the Purchaser to comply with the agreement remains ineffective for fifteen (15) days (“mise en demeure restée sans effet”) with copy notified (by way of notice) to the US Guarantor sent on the same day. Consequently, the Seller shall then be entitled to initiate any legal or judicial action against the US Guarantor and the Purchaser provided that the summons/claim specifically requests and the judgment/arbitration award sentences the US Guarantor to execute the decision/award to the extent that it has not been enforced against the debtor within thirty (30) Business Days after the service of the summons to pay (“à défaut par le débiteur principal d’exécuter la decision dans les dix jours suivant la signification d’un commandement de payer”). For the avoidance of doubt the US Guarantor will not be entitled to further claim the benefit of discussion (“bénéfice de discussion”) before the court.

21

21.2 The French Guarantor hereby acknowledges having full and perfect knowledge of all its obligations under this agreement, notably of all the obligations set out in clauses 12 (Protective Covenants), schedule 3 (Warranted Statements) and schedule 4 (Limitations on Claims), their nature (nature) and scope (l“étendue). He hereby irrevocably guarantees to the Purchaser the fulfilment of all of the Seller’s obligations under this agreement should the Seller not fulfil them when due (“caution”). The Parties agree that the Purchaser shall have the right to make a claim to the French Guarantor only after a notice sent by the Purchaser to the Seller to comply with the agreement remains ineffective for fifteen (15) days (“mise en demeure restée sans effet”) with copy notified (by way of notice) to the US Guarantor sent on the same day. and Consequently, the Purchaser shall then be entitled to initiate any legal or judicial action against the French Guarantor and the Seller provided that the summons / claim specifically requests and the judgment/arbitration award sentences the French Guarantor to execute the decision/award to the extent that it has not been enforced against the debtor within thirty (30) Business Days after the service of the summons to pay (“à défaut par le débiteur principal d’exécuter la decision dans les dix jours suivant la signification d’un commandement de payer”). For the avoidance of doubt the French Guarantor will not be entitled to any further claim the benefit of discussion (“bénéfice de discussion”) before the court.

21.3 Any notice sent under clauses 21.1 and 21.2 above shall be deemed to be delivered in accordance with provisions of clause 15. The obligations of the US Guarantor and the French Guarantor under this clause 21 shall survive termination of this agreement (a) as to any obligations of the Seller or the Purchaser (as relevant) which survive termination of this agreement, and (b) as to any obligations of the Seller or the Purchaser (as relevant) which remained unsatisfied as of the termination of this agreement.

21.4 The US Guarantor hereby represents and warrants to the Seller that:

(a) the US Guarantor has the power to execute this agreement and validly perform its obligations hereunder;

(b) the US Guarantor is a corporation duly organized and validly existing under the laws of the State of Delaware, United States of America;

(c) the execution, delivery and performance by the US Guarantor of its obligations under this agreement do not violate or conflict with any of the terms or provisions of the certificate of incorporation or by-laws of the US Guarantor;

(d) the execution, delivery and performance of this agreement and the other documents contemplated hereby are within the corporate power and authority of the US Guarantor, have been duly authorized by all necessary corporate action on the part of the US Guarantor and constitute a valid and binding agreements for the US Guarantor, enforceable against it in accordance with its terms;

(e) there is no claim, action, lawsuit, arbitration, judicial or administrative proceeding pending or, to the knowledge of the US Guarantor, threatened against the US Guarantor, which questions the valid execution, delivery or performance by the US Guarantor of its obligations under this agreement or any of the other documents referred to herein, or the consummation by the US Guarantor of the transaction contemplated hereby;

(f) the US Guarantor has filed or furnished, as applicable, all required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated by reference) required to be

22

filed or furnished, as applicable, by it with the US Securities and Exchange Commission (the SEC) since December 1, 2007. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including those that US Guarantor may file subsequent to the date hereof until the Completion) are referred to herein as the SEC Reports. As of their respective dates, the SEC Reports (i) were prepared in accordance with and complied in all material respects with the requirements of the US Securities Act of 1933, as amended, or the US Securities Exchange Act of 1934, as amended (the Exchange Act), as the case may be, and the rules and regulations of the SEC thereunder applicable to such SEC Reports, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the US Guarantor’s subsidiaries is required to file any forms, reports or other documents with the SEC;

(g) the financial statements of the US Guarantor included in the SEC Reports, as of their respective dates, comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles (US GAAP) (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the US Guarantor and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements to normal year-end adjustments);

(h) the US Guarantor has no material liabilities of the type required by US GAAP to be reported in a balance sheet included in a Quarterly Report on Form 10-Q or Annual Report on Form 10-K other than (i) those required to be set forth or adequately provided for in the balance sheet included in the US Guarantor’s most recently filed Quarterly Report on Form 10-Q (including the notes thereto, the “Balance Sheet”), or (ii) those incurred in the ordinary course of business since the date of the Balance Sheet, consistent with past practices;

(i) Except as disclosed in the SEC Reports, since the date of the most recent unaudited financial statements included in the SEC Reports and through the date of this agreement, there has not been (i) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of the US Guarantor’s capital stock, (ii) any amendment of any provision of the certificate of incorporation or bylaws of, or of any material term of any outstanding security issued by, the US Guarantor, (iii) any material change in any method of accounting or accounting practice by the US Guarantor except for any such change required by a change in US GAAP, or (iv) any split, combination or reclassification of any of its capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of, or in substitution for shares of its capital stock.

21.5 The US Guarantor covenants and agrees that it shall not cancel the trading of its common stock on AIM prior to December 31, 2008.

23

21.6 The US Guarantor shall indemnify the Seller against any Losses suffered by the Seller resulting from any of the US Guarantor’s warranties being untrue or inaccurate.

22. GOVERNING LAW

This agreement and any non-contractual obligations arising out of or in connection with it shall be governed by French law.

23. DISPUTE RESOLUTION

All disputes arising out of or in connection with this Agreement, shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by a single arbitrator, if the dispute involves an amount of less than EUR 500,000, and by three arbitrators, if the dispute involves an amount of EUR 500,000 or more, to be appointed in accordance with those Rules. The place of arbitration shall be Geneva, Switzerland and the language of proceedings shall be English, except that this shall not require the translation into English language of documentary evidence.

24. LANGUAGE

Except with respect to the Service Agreements, and subject to clause 23 above the language of this agreement and the transactions envisaged by it is English and all notices to be given in connection with this agreement must be in English. All demands or requests to be provided in connection with this agreement and the transactions envisaged by it must be in English or accompanied by a certified English translation; in this case the English translation prevails unless another language is used in this agreement or the document or communication is a statutory or other official document or communication, in which case that other language shall prevail.

AS WITNESS this agreement has been signed by the parties (or their duly authorised representatives) on the date stated at the beginning of this agreement.

24

SCHEDULE 1

GROUP COMPANIES

PART 1

COMPANY

Company name:	THERAPHARM RECHERCHES TH.R. SAS
Registered number:	319.378.774 RCS Nanterre
Registered office:	60 rue Carnot, 92100 Boulogne Billancourt, France
Date and place of incorporation:	July 1, 1980, France
Directors:	Mr Antoine Cournot — Chairman. No directors
Secretary:	None
VAT number:
Accounting reference date:	January 1st through December 31st
Auditors:	Statutory: Contrôle Audit Conseil
	3/5 rue de Metz — 75010 Paris
	Deputy: Ferco
	150 boulevard Masséna — 75013 Paris
Authorised capital:	38,043 Euros
Issued capital:	38,043 Euros

PART 2

IMITIS

Company name:	IMITIS SAS
Registered number:	498 218 908 R.C.S. Nanterre
Registered office:	60 Rue Carnot, 92100 Boulogne Billancourt
Date and place of incorporation:	30 May 2007, France
Directors:	Mr Antoine Cournot — Chairman. No directors.
Secretary:	None.
Accounting reference date:	January 1st through December 31st
Auditors:	Statutory: Contrôle Audit Conseil      3/5 rue de Metz — 75010 Paris
	Deputy: Ferco
	150 boulevard Masséna — 75013 Paris
Authorised capital:	37,200 Euros
Issued capital:	37,200 Euros
Shareholders:	IMEREM Institut für medizinisches Forschungsmanagement und Biometrie GmbH INFOCIENCIA S.L.
	M&M Clinical Research Enterprise
	THERAPHARM RECHERCHES TH.R.

25

SCHEDULE 2

LEASEHOLD PROPERTIES

Description:	Commercial lease (“bail commercial”)
Date of and parties to lease:	March 9th & 16th 2007
	Fortis Assurances SA et Therapharm Recherches
Legal owner:	Fortis Assurances SA
Beneficial owner:	Therapharm Recherches
Term:	December 21, 2015
Present rent:	385,548 € Before V.A.T per year + charges + taxes
Next rent review:	December 20, 2008
Present use:	Office space
Description:	Accommodation Lease Agreement (“contrat de location à usage d’habitation »)
Date of and parties to lease:	June 28, 2006: Mrs Baggi (maiden name : Genercand) and Therapharm Recherches
Legal owner:	Mrs Baggi (maiden name: Genercand)
Beneficial owner:	Therapharm Recherches
Term:	June 26, 2007. Renewable each year tacitly This lease will be terminated on December 31, 2008
Present rent:	43,600 € Including VAT, per year + charges + taxes
Next rent review:	June 26, 2009
Present use:	Accommodation provided by the Company
Description:	Lease agreement (“bail administratif”)
Date of and parties to lease:	December 29, 1997: City of Caen and Therapharm Recherches
Legal owner:	City of Caen
Beneficial owner:	Therapharm Recherches
Term:	December 31, 2007. Text of renewal agreement currently being negotiated.
Present rent:	77,535 Euros (in 2007) Before VAT, per year + charges + taxes
Next rent review:
Present use:	Activity of clinical research

26

SCHEDULE 3

WARRANTIES

1. GENERAL

1.1 Capacity and consequences of sale

(a) The Seller has the requisite capacity, power and authority to execute and deliver this agreement and each of the other Transaction Documents and to perform its obligations under each of them and has taken all action necessary to authorise such execution and delivery and the performance of such obligations.

(b) Each of the other Transaction Documents to which the Seller is or will be a party will, when executed, constitute legal, valid and binding obligations of the Seller in accordance with its terms.

(c) The execution and delivery by the Seller of this agreement and of each of the other Transaction Documents and the performance of the obligations of the Seller under it and each of them do not and will not:

(i) conflict with or constitute a default under any provision of:

(A)	any agreement or instrument to which the Seller or the Company is a party; or
(B)	the constitutional documents of the Company; or
(C)	any law, lien, lease, order, judgment, award, injunction, decree, ordinance or regulation or any other restriction of any kind or character by which the Seller or the Company is bound; or

(ii) relieve any other party to a contract with the Company of its obligations or enable that party to vary or terminate its rights or obligations under that contract; or

(iii) result in the creation or imposition of any Encumbrance on any of the Shares or any of the property or assets of the Company.

(d) All consents or authorisations from, and notices or filings, other than those relating to issuance and offer of the Consideration Shares, with, governmental or other French authority (other than anti-trust authorities) or any other third person that are necessary to enable the Seller to execute, deliver and perform its obligations under this agreement and each of the other Transaction Documents have been obtained or made (as the case may be) and are in full force and effect and all conditions of each such authorisation have been complied with.

1.2 Recitals and Schedules

(a) The particulars relating to the Company and the Properties set out in the recitals and the schedules to this agreement are true and accurate.

(b) All information supplied by the Seller to the Purchaser or its agents and advisers is accurate and complete in all material respects.

27

1.3 Ownership of the Shares

(a) The shares, details of which are set out opposite “issued capital” in schedule 1, constitute the whole of the issued share capital of the Company and are fully paid up.

(b) The Seller is the sole owner of the Shares and has full power, right and authority to transfer such Shares to the Purchaser.

(c) No person is entitled or has claimed to be entitled to require the Company to issue any share or loan capital either now or at any future date whether contingently or not.

(d) There is no Encumbrance on, over or affecting any of the Shares and no person has claimed to be entitled to any such Encumbrance.

1.4 Subsidiaries and associations

(a) The Company holds a 20% shareholding in IMITIS free from any Encumbrance.

(b) IMITIS has been duly incorporated and properly formed and is validly existing under French law.

(c)	other than as set out in the Disclosure Letter, IMITIS holds no assets, has no employees, is not a party to any Clinical Trials Agreements or any other agreement and conducts no business and has no liabilities.
(d)	The Company:

(i) does not hold nor beneficially owns nor has agreed to acquire any securities of any other company other than IMITIS; or

(ii) is not, nor has agreed to become, a member of any partnership (whether incorporated or unincorporated) or other unincorporated association, joint venture or consortium (other than recognised trade associations).

(e) Other than as set out in the Disclosure Letter IMITIS, has no other outstanding indebtedness owing from IMITIS to the Seller, or any person connected with the Seller.

1.5 Seller’s other interests

Neither the Seller nor any person connected with the Seller is concerned in any business which is competitive with the business of the Company.

1.6 Constitutional documents, statutory books and returns

(a) The Company has been duly incorporated and properly formed and is validly existing under the respective law.

(b) The copy of the by-laws (“statuts”) is accurate in all material respects and has annexed or incorporated copies of all resolutions or agreements required by applicable laws to be so annexed or incorporated.

(c) The register of members and other statutory books and registers of the Company have been properly kept in all material respects and no notice or allegation that any of them is incorrect or should be rectified has been received.

28

(d) All returns, particulars, resolutions and other documents which the Company is required by law to file with or deliver to the registrar of companies or his equivalent have been correctly made up in all material respects and duly filed or delivered.

1.7 Licences and consents

The Company has, and has at all times in all material respects complied with the terms and conditions of, all licences (including statutory licences), authorisations and consents necessary to own and operate its assets and to carry on its business as it does at present and no circumstances exist which may result in the termination, revocation, suspension or modification of any of those licences, authorisations or consents or that may prejudice the renewal of any of them.

1.8 Compliance with statutes

Neither the Company, nor any of the officers, or to the best of the Seller’s knowledge, employees of the Company (during the course of his duties), has done or omitted to do anything material which is a contravention of any statute, order, regulation or the like which has resulted or may result in any fine, penalty or other liability or sanction on the part of the Company.

1.9 Litigation

(a) The Company is not engaged in any litigation, arbitration or alternative dispute resolution proceedings and there are no such proceedings threatened in writing by or against the Company.

(b) So far as the Seller is aware, there are no circumstances which are likely to give rise to any litigation, arbitration or alternative dispute resolution proceedings by or against the Company.

(c) The Company is not the subject of any investigation, inquiry, enforcement proceedings or process by any governmental, administrative or regulatory body nor, so far as the Seller is aware, are there any circumstances which are likely to give rise to any such investigation, inquiry, proceedings or process.

1.10 Ownership of assets

(a) At the Accounts Date all the assets included in the Accounts were owned by the Company and full and accurate particulars of all fixed assets acquired or agreed to be acquired by the Company since the Accounts Date are set out in the Disclosure Letter.

(b) Except for current assets offered for sale or sold in the ordinary course of business, the Company has not since the Accounts Date disposed of any of the assets included in the Accounts or any assets acquired or agreed to be acquired since the Accounts Date.

(c) None of the property, assets, goodwill (“fonds de commerce”) of the Company is subject to any Encumbrance.

(d) The assets of the Company comprise all the assets necessary for the continuation of its business as carried on at the date of this agreement.

29

1.11 Vulnerable prior transactions

There has been no transaction pursuant to or as a result of which (i) any of the Shares or (ii) any asset owned, purportedly owned or otherwise held by the Company is liable to be transferred or re-transferred to another person or which gives or may give rise to a right of compensation or other payment in favour of another person under the law of any relevant jurisdiction.

1.12 Insolvency

(a)

For the purposes of this paragraph, Insolvency Proceedings means any form of bankruptcy, liquidation, receivership, administration, or scheme with creditors, interim or provisional supervision by the court or court appointee (“Procedure de Sauvegarde, Redressement Judiciaire, Liquidation Judiciaire, Mandataire ad hoc, Règlement Amiable ”), whether in the jurisdiction of the place of incorporation or in any other jurisdiction, whether in or out of court.

(b)

The Company or any part of its assets is not subject to any Insolvency Proceedings.

(c) The Company has not stopped or suspended payment of its debts, become unable to pay its debts or otherwise become insolvent in any relevant jurisdiction.

(d) There are no circumstances which require or would enable any Insolvency Proceedings to be initiated which would be reasonably likely to be successful in respect of the Company or any part of its assets or undertaking of the Company.

(e) There are no transactions capable of being set aside, stayed, reversed, avoided or affected in whole or in part by any Insolvency Proceedings pending on the date of this agreement in relation to the Company or any person with whom the Company has dealt or any of its assets or undertaking (whether or not such proceedings have commenced) whether as transactions at undervalue, in fraud of or against the interests of creditors, preferences or Paulian actions or similar concepts or legal principles.

1.13 Environmental matters

(a) In this paragraph:

(i) Dangerous Substance means any natural or artificial substance or thing (whether in a solid, liquid, gas, vapour or other form) that is capable (alone or in combination) of causing harm to man or any other living organism or of damaging the Environment or public health or welfare (including controlled, clinical, special or hazardous waste, polluting, toxic or dangerous substances, radiation, noise, vibration, electricity and heat);

(ii) Environment means any or all of the following media: air (including air within any building or other natural or man-made structure whether above or below ground), water (including surface waters, underground waters, groundwater, coastal and inland waters and water within any natural or man-made structure), land (including land under water, surface land and sub-surface land), flora, fauna, ecosystems and man;

(iii) Environmental Law means any and all applicable laws and regulations, judgments, orders and decisions concerning the protection of the Environment, human health or welfare, the conditions of the workplace or the generation, transportation, storage, treatment or disposal of any Dangerous Substance;

30

(iv) Regulatory Authority means any governmental authority, agency, or any other court having jurisdiction over the Company in respect of any Environmental Law;

(v) Relevant Property means any property or part thereof now or previously owned, leased, occupied or controlled by the Company;

(b) Neither the Seller nor the Company has received any notice or other communication from which it appears that the Company has been, is or may be in violation of any Environmental Law.

(c) No Dangerous Substance has been used, disposed of, stored, transported, or emitted at, on, from or under any Relevant Property nor has the Company or any other person or entity for which the Company can be liable, disposed of, stored, transported, or emitted any Dangerous Substance at, on, from or under any other place.

(d) A copy of all environmental or health and safety assessments, audits, reviews or investigations, whether in draft or final form, which concern in whole or in part (directly or indirectly) the current or previous operations of the Company or any matter relating to the Environment at any Relevant Property and which are in the possession or control of the Seller or the Company, are set out in or annexed to the Disclosure Letter.

(e) The Company will not be responsible (wholly or in part) for the performance of any injunction by a Regulatory Authority or any court decision for any clean up or other corrective action in relation to any Relevant Property or is subject to any investigation or inquiry by any Regulatory Authority at any Relevant Property.

(f) Neither the Seller, nor the Company has ever stored waste on, treated waste at or transported waste onto any Relevant Property.

31

2. ACCOUNTS AND FINANCIAL

2.1 Accuracy of Accounts

The Accounts:

(i) have been prepared in accordance with GAAP and the applicable law and regulations;

(ii) when legally required have been audited by a certified auditor who has rendered an auditor’s certificate without qualification;

(iii) correctly state the assets and liabilities of the Company and give a true and accurate view of the state of affairs of the Company as at the Accounts Date and of the profit or loss of the Company for the period ended on the Accounts Date or (as the case may be) in respect of the periods for which they were prepared;

(iv)	contain in accordance with GAAP either provisions adequate to cover all Taxation and other liabilities of the Company as at the Accounts Date; and
(v)	have been duly filed in accordance with applicable law.

2.2 Valuation of work in progress and fixed assets

(a) The Accounts have been prepared applying and adopting the same policies, methods and procedures as were applied and adopted in the Company’s accounts for the financial period ending 31 December 2006.

(b) In the Accounts there are adequate provisions in accordance with GAAP for any losses in respect of ongoing projects and/or work in progress to the extent that such losses shall be reasonably determined.

2.3 Trade receivables

(a) Trade receivables included in the Accounts have realised or will realise, in the ordinary course of collection, their nominal amounts less any provisions for bad and doubtful debts included in the Accounts.

(b) To the best of the Seller’s knowledge, any debt owing to the Company at the date of this agreement (other than the debts included in the Accounts) will in the ordinary course of collection realise its nominal amount less any provisions for bad and doubtful debts included in the Accounts.

2.4 Books and records

All accounts, books, ledgers and other financial records of the Company have been properly maintained in all material respects and give a true and accurate view of the matters which ought to appear in them and where required by law have been duly filed.

2.5 Position since Accounts Date

Since the Accounts Date:

(i) the Company has conducted its business in the ordinary course of business;

32

(ii) the Company has not entered into any contract not in the ordinary course of business;

(iii)	there has been no material deterioration in the turnover, the trading performance or the financial position of the Company;
(iv)	the Company has paid its creditors within the times agreed with them;

(v) no asset of a value or price in excess of EUR 50,000 has been acquired or disposed of or agreed to be acquired or disposed of by the Company on the fixed assets account, and no contract involving expenditure by it on the fixed assets account in excess of EUR 50,000 in total has been entered into by the Company;

(vi) no dividend or other distribution of profits or assets nor any bonus or similar payments to the Seller or the French Guarantor has been declared, made or paid by the Company, it being noted that a dividend declared in 2007 but not yet paid has as at Completion been waived by the Seller on the basis set out in part 4 of schedule 6;

(vii) no resolution of the Company in a shareholder meeting has been passed (including, in particular but without limitation to, a resolution to issue share capital) other than normal resolutions in the annual shareholders meeting;

(viii) no event has occurred which would entitle any third party (with or without the giving of notice) to call for the repayment of indebtedness of the Company prior to the normal maturity date;

(ix)	the Company has not made any payment or incurred any liability to the Seller except in the ordinary course of business on normal commercial terms; and
(x)	no fixed asset of the Company has been re-valued.

2.6 Dividends and distributions

All dividends or other distributions of profits or assets declared, made or paid within the period of four years prior to Completion have been declared, made and paid in accordance with law and its constitutional documents.

2.7 Borrowings, loan capital and guarantees

(a) Except as disclosed in the Accounts and in the Disclosure Letter, the Company has not outstanding any loan capital or any money borrowed, including money raised by acceptances or debt factoring, or any liability (whether present or future, actual or contingent) in respect of any guarantee or indemnity given in respect of a third party’s liability.

(b) The total amount borrowed by the Company does not exceed (i) any limitation on borrowing contained in its constitutional documents or (ii) any limitation in any contract or arrangement to which it is a party (including its overdraft facilities).

2.8 Government grants

The Company is not subject to any arrangement for receipt or repayment of any grant, subsidy or financial assistance from any governmental department or other body.

33

2.9 Loans

The Company has not lent any money which has not been repaid to it or owns the benefit of any debt (whether present or future, actual or contingent) other than loans stated in the Accounts or in the Disclosure Letter and included in Required Net Current Assets.

2.10 Shareholder debt

There is no outstanding indebtedness owing from the Company to the Seller or any person connected with the Seller. There are no amounts owed to the Company by the Seller or any person connected with the Seller.

34

3. COMMERCIAL

3.1 Clients

The Disclosure Letter contains a complete and accurate list of clients of the Company in respect of each of which during the two financial years immediately preceding the Accounts Date a volume in excess of 5 per cent of the annual turnover was realised.

3.2 Contracts and outstanding offers

(a) The Company has observed and performed in all material respects the terms and conditions on its part to be observed and performed under each of the contracts to which it is a party.

(b) The Company will not be required after the date of this agreement to undertake any work or supply any services, except on normal commercial terms under a contract entered into on or before the date of this agreement.

(c) No offer, tender or the like which is capable of being converted into an obligation of the Company by an acceptance or other act of some other person is outstanding, except in the ordinary course of the business of the Company.

3.3 Material contracts

(a) The Disclosure Letter contains a complete and accurate list of all Clinical Trials Agreements and all contracts, arrangements, or obligations (a) to which the Company is a party and (b) which:

(i)	is of a value of more than 10 per cent of the turnover of the Company expected by the Seller for the current financial year or is for a term 3 years or more from its effective date; or
(ii)	is not in the ordinary course of the Company’s business; or

(iii) is expected by the Seller to result in a loss to the Company on completion of performance; or

(iv) is of an onerous nature or cannot be fulfilled or performed by the Company on time and without undue or unusual expenditure of money or effort; or

(v)	involves the supply of services the aggregate value of which will represent in excess of 10% of the turnover of the Company expected by the Seller for the current financial year; or
(vi)	requires payment of any sum by the Company in any currency other than Euro; or

(vii) is for the provision of management or similar services to the Company and which is not terminable by the Company on less than three months’ notice without compensation,

(together the Material Contracts).

(b) The Company has not received any notice of default under any of its Material Agreements.

35

3.4 Agencies etc.

The Company is not a party to any agency, distributorship, marketing, purchasing, manufacturing or licensing agreement or arrangement; or any agreement or arrangement which restricts its freedom to carry on the whole or any part of its business in any part of the world in such manner as it thinks fit.

3.5 Confidential information

To the best of the Seller’s knowledge, neither the Company nor any predecessor in business of the Company has during the two years prior to the date of this agreement (except (A) in the normal and proper course of the Company’s day-to-day business or (B) to the Company’s professional advisers or (C) as required by law and regulations or to obey a court order or to defend itself in any litigation proceedings or the like) disclosed to any person other than the Purchaser:

(i) any of the secret or confidential information or property of the Company, including any financial information, plan, statistics, document, file, client list, marketing information, records or papers; or

(ii) any other information relating to the Company’s business or affairs the disclosure of which might or could cause loss or damage to or adversely affect the Company; or

(iii) any secret or confidential information relating to any customer, client, employee or agent of the Company or to any other person who has or has had any dealings with the Company.

3.6 Intellectual property

(a) No activities of the Company (or of any licensee under any licence granted by the Company) infringe or are likely to infringe any Intellectual Property Right of any third party and no written claim has been made against the Company or any such licensee in respect of such infringement.

(b) Full and accurate particulars of all registered Intellectual Property Rights (including applications to register the same) and all commercially significant unregistered Intellectual Property Rights owned or used by the Company are set out in the Disclosure Letter. Each such Intellectual Property Right is legally and beneficially owned, free from any Encumbrance, solely by the Company identified in the Disclosure Letter as its owner.

(c) Full and accurate particulars of or, in the case of a document, a copy of all licence and other agreements relating to any Intellectual Property Right to which the Company is a party (whether as licensor or licensee) or which relate to any Intellectual Property Right owned by the Company are set out in or annexed to the Disclosure Letter. The Company is not in material breach of any such agreement and, to the best of the Seller’s knowledge, no third party is in material breach of any such agreement.

(d) All the Intellectual Property Rights referred to in subparagraph 3.6(b) above and all the agreements referred to in subparagraph 3.6(c) above are valid and subsisting and nothing material has been done or omitted to be done by the Company, and, so far as the Seller is aware, nothing material has been done or omitted to be done by any third party, which would materially jeopardise the validity or subsistence of any of such Intellectual Property Rights or of any of such agreements. None of such Intellectual Property Rights or agreements is subject

36

to or contains any restriction which adversely affects the Company’s ability to use it for the purpose of its business.

(e) The Company owns or has licensed to it all Intellectual Property Rights it requires to carry on its business as such business has been carried on during the year prior to the date of this agreement. None of such Intellectual Property Rights nor the Company’s ability to use any of such Intellectual Property Rights will be affected by the execution and completion of this agreement and acquisition, direct or indirect, of the Shares by the Purchaser.

(f) To the best of the Seller’s knowledge there has been no unauthorised use by any person of any Intellectual Property Right or confidential information of the Company.

3.7 Equipment

Each item of equipment of the Company, owned or used by it:

(i)	is in good repair and condition (subject to fair wear and tear);
(ii)	is in satisfactory working order; and
(iii)	has been properly serviced and maintained.

3.8 Insurance

(a) All the assets and undertaking of the Company of an insurable nature (including the Properties) are and have at all material times been insured in amounts representing their full replacement or reinstatement value against risks normally insured in France by persons carrying on in France the same classes of business as those carried on by the Company and the Company is now and has at all material times been adequately covered against accident, damage, injury, third party loss and other risks normally covered by insurance as well as any liabilities that may arise under any Past Agreement.

(b) A copy of each of the insurance policies effected in whole or in part for the benefit of the Company and current as at the date of this agreement are set out in or annexed to the Disclosure Letter.

(c)	All such insurance policies are currently in full force and effect and nothing material has been done or omitted to be done (including any failure to report on a timely basis any matter or circumstance to the insurer concerned) which could make any such policy void or voidable in whole or in part and there is no claim outstanding under any such policy.
(d)	The Company has, and has had, all insurances required by applicable law.

(e) No insurance policies under which the Company claims have been made, or could in future be made, contain any relevant change of control or other relevant cancellation or price increase clause.

3.9 Data and records

(a) For the purposes of this paragraph, Data Protection Legislation means applicable laws and regulations in France concerning the protection and/or processing of personal data.

(b) All the records and all data and information of the Company are recorded, stored, maintained, operated or otherwise held exclusively by the Company and are not wholly or partly

37

dependent on any facilities or means (including any electronic, mechanical or photographic process, computerised or otherwise) which are not under the exclusive ownership and control of the Company. The Company has not disclosed to any third party any such records, data or information.

(c) The Company has complied in all material respects with all relevant requirements of Data Protection Legislation, including:

(i)	the data protection principles established in that legislation;
(ii)	requests from data subjects for access to data held by it; and

(iii) the requirements relating to the notification by data controllers to the relevant data protection regulator of their processing of personal data.

(d) The Company has not received any notice from any data protection regulator in any jurisdiction, a data controller or a data subject alleging non-compliance with any Data Protection Legislation (including data protection principles), requiring the Company to change or delete any data or prohibiting any transfer of data.

(e) No individual has claimed compensation in writing from the Company under any Data Protection Legislation, including for unauthorised or erroneous processing or loss or unauthorised disclosure of data.

3.10 Business names

The Company carries on business under its own corporate name and under the IMITIS name and not any other name.

3.11 Powers of attorney

The Company has not granted any power of attorney or similar authority which remains in force.

3.12 Systems compliance

(a) For the purposes of this paragraph, Systems means all the software, hardware and technology that are material to the Company in connection with the operation of its business as currently conducted.

(b) Neither the Company nor, to the best of the Seller’s knowledge, any third party, is in material breach of any material agreement relating to the Systems to which the Company is a party.

(c) The Company is the exclusive owner and has direct control of and/or is validly licensed or otherwise authorised to use the Systems. The Systems and the Company’s ability to use all or any part of the Systems will not be affected by the execution and completion of this agreement or acquisition, direct or indirect, of the Shares by the Purchaser.

(d) The Systems have been maintained in accordance with the manufacturer’s instructions. There have been no security breaches, breakdowns, malfunctions, data loss, failures or other defects in the Systems in the two year period ended on the date of this agreement which have had a material adverse effect on the operations of the Company.

38

4. TAXATION

4.1 General

(a) All Taxation of any nature whatsoever for which the Company is liable and which has fallen due for payment has been duly paid.

(b) All notices, computations, returns and ancillary filings which ought to have been given or made, have been properly and duly submitted by the Company to the relevant Taxation authorities and all information, notices, computations and returns submitted to such authorities are true, accurate and complete and are not the subject of any material dispute nor are likely to become the subject of any material dispute with such authorities. All records which the Company is required to keep for Taxation purposes or which would be needed to substantiate any claim made or position taken in relation to Taxation by the Company, have been duly kept and are available for inspection at the premises of the Company.

(c) The Company has not asked for any extensions of time for the filing of any tax returns or other documents relating to Taxation.

(d) All claims or other requests for any particular treatment relating to Taxation that have been taken into account in computing any amount in the Accounts have been duly made and are not likely to be disputed by any Taxation authority.

(e) The amount of Taxation chargeable on the Company during the statutory limitation period in each relevant jurisdiction has not been affected to any material extent by any concession or agreement with any Taxation Authority (not being a concession or agreement available to companies generally). The Company is not subject to a special regime in respect of Taxation.

(f) The Company within the statutory limitation period in each relevant jurisdiction has not paid or become liable to pay, nor are there any circumstances by reason of which it is likely to become liable to pay any interest, penalty, surcharge or fine relating to Taxation.

(g) The Company within the past twelve months has not been subject to or is currently subject to any investigation, audit or visit by any Taxation or excise authority, and neither the Seller nor the Company are aware of any such investigation, audit or visit planned for the next twelve months.

4.2 Payments

All rents, interest and other amounts paid or payable by the Company in the period since the Accounts Date, or for which there is a subsisting obligation for the Company to pay in the future, are or will be wholly allowable as deductions or charges in computing the income of the Company for Taxation purposes subject to the applicable laws.

4.3 Deductions and withholdings

(a) The Company has made all deductions in respect, or in account, of any Taxation from any payments made by it which it is obliged or entitled to make and has accounted in full to the appropriate authority for all amounts so deducted.

(b) The Company has not received any notice from any Taxation Authority which required or will require any of them to withhold Taxation from any payment made since the Accounts

39

Date (in respect of which such withheld Taxation has not been accounted for in full to the appropriate authority).

4.4 Depreciation and tax bases

The Seller does not anticipate any challenge to be made to the Company’s treatment of depreciation of any asset for Taxation purposes.

4.5 Capital gains

The Company has not disposed of or acquired any assets since the Accounts Date in circumstances such that the disposal price or acquisition cost of the asset would be treated for Taxation purposes as being different from the consideration given or received.

4.6 Tax grouping

(a) The Company has not, nor at any time in the past has had, its tax affairs dealt with on a consolidated basis nor have any of them entered into any tax sharing arrangement (including without limitation any arrangement under which tax losses or tax reliefs are surrendered or claimed or agreed to be surrendered or claimed) in respect of its profits, gains or losses, except as set out in the Disclosure Letter which gives full details of any such arrangement that the Company has entered into. Such details include a list with registered names and particulars of any companies or entities which at any time have participated or are currently participating in such arrangement as well as full details explaining the scope of the arrangement.

(b) Except as provided in the Accounts, the Company is not, or will not be, under any obligation to make or have any entitlement to receive any payment in respect of any period ending on or before the Accounts Date under any arrangements referred to in sub-paragraph 4.6(a) above.

4.7 Completion

Except for stamp duty (“droits d’ enregistrement”), no charge to Taxation will arise on the Company by virtue (whether alone or in conjunction with any other fault or circumstance) of the entering into and/or completion of the agreement.

4.8 Tax Residence

The Company is not treated for any Taxation purpose as resident in a country other than the country of its registered seat and the Company has not, nor has had in the past a branch, agency or permanent establishment in a country other than the country of its registered seat.

4.9 Secondary liability

The Company is not and nor will become liable to Taxation chargeable primarily on any other person, body of persons, entity or company.

4.10 Transfer pricing

No transactions involving the Company have taken place, or are in existence, which are not at arm’s length such that any provision relating to incorrect transfer pricing might be invoked by a relevant Taxation Authority.

40

4.11 Deemed income and gains

Except as provided in the Accounts, there has been no transaction to which the Company is a party that, for Taxation purposes, qualifies as a hidden distribution of profits, constructive dividend, or other taxable income or gain.

4.12 Value added tax

(a) The Company is duly registered for the purposes of VAT in its country of incorporation.

(b) The Company has complied with all statutory provisions, rules, regulations and orders concerning VAT, including the making on time of accurate returns and payments and the maintenance of records. The Company has taken all the appropriate measures and has made all the appropriate verifications, including notably with third parties, to secure its right to recoup VAT.

(c) The Company has not made any exempt supplies in the current or preceding VAT year applicable to it and there are no circumstances by reason of which there might not be a full entitlement to credit for all VAT chargeable on supplies and acquisitions received and imports made (or agreed or deemed to be received or made) by it.

4.13 Reorganisations and mergers

The Company has not claimed nor been granted exemptions from Taxation in connection with reorganisations or mergers during the current financial year or the previous five financial years. Reorganisations or mergers which take effect on or before Completion will not give rise to the assessment or payment of Taxation after Completion.

41

5. PROPERTIES

5.1 General

(a) At Completion, the Company will not own any land, buildings or premises and will not have entered into any agreement, option or pre-emption to acquire any land, buildings or properties.

(b) The Company is fully and solely entitled to use as a tenant the relevant Leasehold Properties listed in schedule 2 and is in exclusive occupation of the relevant Leasehold Property.

(c) Each Property is used in compliance in all material respects with all applicable planning and building regulations.

5.2 Leases

(a) In relation to each Leasehold Property, all consents necessary to the grant of that lease were obtained.

(b) The terms of the lease under which each Leasehold Property is held (each being a Lease) are such as would normally be found in a lease of the same type as the Lease and, there are no outstanding rent reviews.

(c) Each Lease complies with all applicable laws and regulations, is in full force and effect and the Company has in all material respects fully complied with its obligations under it.

(d) No notice has been given or received under any Lease for breach of Lease which would allow termination of that Lease and there is no subsisting dispute between the Company and the lessee or beneficiary in relation to any Lease.

5.3 Roads and services

The Company has a permanent legal right free from onerous and unusual conditions to use all roads, footpaths, conduits and other facilities serving each Leasehold Property in the manner in which they are presently used.

5.4 Covenants

(a) There is no covenant, restriction, burden or stipulation affecting any Leasehold Property which is of an onerous or unusual nature or which conflicts with its present use or materially affects its value.

(b) To the best of Seller’s knowledge, no material breach of any covenant which is contained in any Lease which would allow termination of that Lease is outstanding and the rent payable under each Lease has been paid up to date.

5.5 Disputes

(a) There are no disputes regarding boundaries, rights, covenants or other matters relating to any Lease or any Leasehold Property or the use of that Leasehold Property.

(b) No Leasehold Property is subject to rights of restitution of it in favour of any former owner with or without compensation.

42

5.6 Repair

All Leasehold Properties are in all material respects in good repair and in good condition and are in such state of repair and condition subject to fair wear and tear as to be substantially fit for the purpose for which they are at present used and do not contain any substance or material which is defective or a risk to health or safety.

43

6. EMPLOYEES AND EMPLOYEE BENEFITS

6.1 Particulars disclosed

(a) The list annexed to the Disclosure Letter contains names of all the employees of the Company and the particulars of their employment set out in that list are accurate and complete.

(b) The terms and conditions of employment of all employees of the Company are in all material respects in accordance with the standard terms and conditions disclosed to the Purchaser, including any and all details about employee benefits and entitlements provided by law or Convention Collective.

6.2 Employees and terms and conditions of employment

(a) On Completion, the Company will not employ or have any obligation to employ or have seconded to it any person other than the persons who have been disclosed pursuant to paragraph 6.1(a).

(b) No employee of the Company in the list mentioned in paragraph 6.1(a) above has given, or has been given, notice of termination of his employment other than in the ordinary course of business.

(c) The Company has enacted all regulations required by applicable labour laws, including without limitation all regulations regarding its remuneration system, work rules and social benefits matters. Such regulations, as well as employment agreements to which the Company is a party, comply in all material respects with all applicable laws.

(d) The Company has not any outstanding liability to pay compensation for loss of office or employment or a redundancy payment to any present or former employee and no such sums have been paid (whether pursuant to a legal obligation or contract or ex gratia) since the Accounts Date.

(e) Except in respect of reimbursement of out-of-pocket expenses and normal accruals of emoluments after the Accounts Date, no sum is owing or promised to any employee of the Company.

(f) The Company has made any loan or advance, or provided any financial assistance to any employee or past or prospective employee of the Company, which is outstanding.

6.3 Disputes

(a) The Company has in all material respects complied with its obligations to applicants for employment, its employees and former employees, any relevant trade union, works council and employee representatives.

(b) No claim in relation to the Company’s employees or former employees has been made against the Company or against any person whom the Company is liable to indemnify.

(c) There is not, and during the three years preceding the date of this agreement there has not been, any collective labour dispute or industrial action affecting the Company.

44

(d) No enquiry or investigation affecting the Company has been made or threatened in writing by any governmental or regulatory body in respect of any act, event, omission or other matter arising out of or in connection with:

(i) any application for employment by any person;

(ii) the employment (including terms of employment, working conditions, benefits and practices) or termination of employment of any employee of the Company,

and to the best of the Seller’s knowledge there is no circumstance which may give rise to any such claim or investigation.

6.4 Benefits on retirement, death, disability or leaving employment

The Company has not made any promises in respect of any benefits in relation to retirement, death, disability or termination of employment by/of any director or employee (or any spouse, child or dependant of any of them) of the Company, which go above the statutory requirements.

6.5 No bonus schemes

There is no scheme in operation by or in relation to the Company under which any employee or other person is entitled to a commission or remuneration of any other sort calculated by reference to the whole or part of the turnover, profits or sales of the Company.

45

SCHEDULE 4

LIMITATIONS ON CLAIMS

1. Exclusions

1.1

In addition to any other limitations set out in this agreement the Seller shall not be liable in respect of a Claim (i) for indemnification under clause 9.2 to the extent that the matter or circumstance giving rise to that Claim was taken into account in the Accounts or the Completion Statement by way of a provision; or (ii) to the extent that the matter or circumstance giving rise to a Claim in respect of the Warranties or under clause 9.2(a) was fully and fairly disclosed in the Disclosure Letter.

1.2

The Seller shall not be liable in respect of a Claim to the extent that the relevant liability would not have arisen but for:

(a) a change in legislation, or the withdrawal of any extra-statutory concession previously made by any Taxation Authority, after the date of this agreement (whether or not the change or withdrawal purports to be effective retrospectively in whole or in part); or

(b) a change after Completion in GAAP and the accounting policies adopted by the Company.

1.3 The Seller shall not be liable in respect of a Claim:

(a) with respect to losses for taxes on the basis of any assessment which involves merely a delay in receiving a taxable income or in incurring deductible expenses (“redressement ayant la nature d’un simple décalage dans le temps d’un revenu ou d’une charge”), it being agreed that Seller will pay to the Purchaser all fines, penalties or interest incurred by the Company as a result of the above delay; or

(b) to the extent that losses (a) shall be reduced by the value of any net tax benefit or tax savings realized by the Purchaser or the Company as a result of the occurrence of the relevant losses suffered by the Company as the case may be, including, for the avoidance of doubt, any tax which may be offset against other tax liability or retrievable taxes, or (b) shall be reduced by any payment obtained by the Purchaser or the Company in application of insurance policies or any other third party; or

(c) with respect to any tax adjustment relating to a retrievable tax, except for all fines, penalties or interest incurred by the Company as a result of such tax adjustment; or

(d)	with respect to the value of the fixed assets as recorded in the Accounts or the Completion Statement;
(e)	with respect to the unavailability of any tax loss carry forwards; or
(f)	with respect to any retrievable or deductible taxes.

1.4 In order to avoid any double indemnification, the same Loss occurring as a result of breach of more than one representation and warranty shall only be indemnified once. A liability which has been taken into account in the Completion Statement shall not be claimed by the Purchaser again pursuant to other provisions of this agreement.

46

2. Limits on claims

2.1	Subject to subparagraph 2.2, the Seller shall not be liable in respect of any Claim made under clause 9.2 unless the amount of Compensation or other indemnification to which the Purchaser would, but for this subparagraph, be entitled as a result of that Claim is at least EUR 25,000.
2.2	If more than one Claim under clause 9.2 arises from, or is caused by, the same or similar matter, matters, circumstance or circumstances and the aggregate amount of Compensation or other indemnification to which the Purchaser would be entitled as a result of those Claims is equal to or exceeds the sum specified in subparagraph 2.1, subparagraph 2.1 shall not apply to any of those Claims.
2.3	The Seller shall not be liable in respect of any Claim under clause 9.2 unless the amount of Compensation or other indemnification resulting from any and all such Claims (other than Claims disregarded under subparagraph 2.1) exceeds EUR 100,000 in which case the whole amount and not just the excess shall be paid by the Seller.
2.4	For the avoidance of doubt, the provisions of this paragraph 2 shall not apply to a Claim for adjustment made under clause 5.

3. Aggregate limit

3.1

Subject to subparagraph 3.2 and clause 9.13, stipulating a different limit for Claims attributable to a deliberate misrepresentation (“Dol” as defined by Article 1116 of the French Civil Code) or Claims made with respect to the Warranted Statements set out in paragraphs 1.3 (Ownership of the Shares), 1.12 (Insolvency), and 1.1(a) and (b) (Capacity and consequences of sale) of schedule 3, the maximum aggregate liability of the Seller in respect of any and all Claims under 9.2 shall not exceed an amount equal to EUR 2,637,797 (in words: two million six hundred and thirty seven thousand seven hundred and ninety seven euros.

3.2

The maximum aggregate liability of the Seller determined under subparagraph 3.1 shall be increased by the amount of any interest payable by the Seller in respect of any payment not made when due under this agreement.

4. Time limits

Subject to clause 9.13, the liability of the Seller in respect of the Warranties and the indemnification obligations set out in clause 9.2 shall terminate as follows:

(a) in respect of any matter giving rise to a Claim for indemnification under clause 9.2(d) to 9.2(e), upon the date falling six months after the expiry of the relevant statutory limitation period (“prescription”) which would apply to the Third Party Claim giving rise to such Claim;

(b) in respect of any matter giving rise to a Claim for indemnification under clause 9.2(c) or with respect to those Warranted Statements set out in section 4 (Taxation) of schedule 3 or otherwise relating to Taxation, upon the date falling six months after the expiry of the relevant statutory limitation period (“prescription”) which would apply vis a vis the relevant Taxation Authority to that matter; and

(c) on the second anniversary of Completion in respect of all other Warranted Statements and Claims,

47

except in respect of any Claim of which notice of a Claim is given to the Seller pursuant to clause 9.6 before the relevant date.

5. Assessment and payment of damages

Any payment made by the Seller in respect of a Claim shall, to the extent possible, be deemed to be a reduction in the Consideration.

6. Excess Recovery

6.1 This paragraph applies if:

(a) the Seller makes a Compensation or other indemnification payment (excluding any interest on a late payment) in respect of a Claim (the Compensation Payment); and

(b) within six months of the making of the relevant payment the Company or the Purchaser receives any sum which would not have been received but for the circumstance which gave rise to that Claim (the Third Party Sum);

(c) the receipt of that the Third Party Sum was not taken into account in calculating the Compensation or other indemnification; and

(d)

the aggregate of the Third Party Sum and the Compensation Payment exceeds the amount required to compensate the Purchaser in full for the loss or liability which gave rise to the Claim in question, such excess being the Excess Recovery.

If this paragraph applies, the Purchaser shall, promptly on receipt of the Third Party Sum by it or the Company, repay to the Seller an amount equal to the lower of (i) the Excess Recovery and (ii) the Compensation Payment, after deducting (in either case) all costs incurred by the Purchaser or the Company in recovering the Third Party Sum and any taxation payable by the Purchaser or the Company by virtue of its receipt.

48

SCHEDULE 5

COMPLETION

PART 1

SELLER’S OBLIGATIONS

At Completion the Seller shall procure:

(a) the delivery to the Purchaser of:

(i) the Short Form Agreement duly executed by the Seller effecting a transfer in favour of the Purchaser or its nominee(s) of all the Shares;

(ii) agreement on the waiver/release of the pledge granted over 1,406 of the Shares in Agreed Form and the evidence that the indemnity due to APR under the settlement agreement entered into on 12 December 2007 between APR, the Seller, the Company and Axa France IARD SA has been fully paid or satisfied duly executed by APR, the Seller, and the Company;

(iii) resolution of the works council of the Company acknowledging that it has been duly informed and consulted in relation to the sale and purchase of the Shares;

(iv)	such waivers or consents as may be necessary to enable the Purchaser or its nominee(s) to become the registered holder of all the Shares;
(v)	updated share registry and shareholder accounts of the Company;
(vi)	the Service Agreement duly executed by the Company and the French Guarantor;

(vii) the resignation of the French Guarantor as the chairman of the Company, in each case acknowledging that he has no claim against the Company, whether for loss of office or otherwise;

(viii)	minutes of the Seller’s shareholder meeting authorizing the transfer of the Shares; and
(ix)	the Share Escrow Agreement duly executed by the Seller.

49

PART 2

PURCHASER’S OBLIGATIONS

Subject to the Seller having done or procured to be done those things set out in part 1 of this schedule, at Completion the Purchaser shall:

(a) make a payment by an irrevocable wire transfer in immediately available funds to the Seller of the Cash Consideration less EUR 740,000 which shall be paid by the Purchaser to APR on behalf of the Seller in order to release the right to pledge granted over 1,406 of the Shares in favour of APR;

(b) transfer the Consideration Shares to the Seller and deliver to the Seller a certificate representing the Consideration Shares other than the Escrowed Shares;

(c) deliver to the Seller a certified copy of the resolutions of the board of directors (or a duly constituted committee of the board) of the Purchaser authorising the execution of this agreement and each of the other Transaction Documents to which it is or is to be a party;

(d) deliver to the Seller a certified copy of the resolutions of the board of directors (or a duly constituted committee of the board) of the US Guarantor authorising the execution of this agreement; and

(e) delivery of a letter of opinion from RPS’s lawyers to the effect that the Consideration Shares have been duly issued.

50

SCHEDULE 6

COMPLETION STATEMENT

PART 1

PREPARATION OF THE COMPLETION STATEMENT

1.	Preparation Of Draft Completion Statement
	To enable the Actual Net Current Assets to be ascertained, as soon as reasonably practicable and by no later than on 15 March, 2009 the Seller and the Purchaser shall co-operate and the Seller shall procure that the Company under supervision of the Seller and its advisers prepares and delivers to the Seller and the Purchaser a draft completion statement setting out the Actual Net Current Assets of the Company as at Completion (the draft Completion Statement). The Draft Completion Statement shall show the items shown in part 2 of this schedule and shall be prepared in accordance with the specific polices set out in part 3 of this schedule and, to the extent which it does not conflict with those specific policies, GAAP.
2.	Notification Of Disputed Items
	Within 15 Business Days of delivery to the Seller and the Purchaser of the draft Completion Statement, the Purchaser shall give a notice to the Seller of any item or items it wishes to dispute together with the reasons for such dispute and a list of proposed adjustments. An adjustment may only be proposed if, together with other proposed adjustments, it exceeds EUR 5,000. If by the expiry of such period of 15 Business Days, no such notice is given to the Seller or the Purchaser has given notice to the Seller that there are no items it wishes to dispute, the draft Completion Statement shall constitute the Completion Statement for the purposes of this agreement.
3.	Resolution Of Disputed Items And Finalisation Of The Completion Statement
	If, in accordance with this schedule, notice is given to the Seller as to any item or items in dispute:

(a) the Seller and the Purchaser shall attempt to agree in writing the item or items disputed;

(b) if any such item or items are not agreed in writing within 35 Business Days of the delivery to the Purchaser of the draft Completion Statement, the item or items in dispute shall be decided upon by the Independent Accountants; and

(c) the draft Completion Statement adjusted to take account of each item in dispute (of which notice is given in accordance with this schedule) as agreed in writing or as determined by the Independent Accountants (as the case may be), shall constitute the Completion Statement for the purposes of this agreement.

4.	Provision of information
	The Seller shall provide the Purchaser with all information, assistance and access to books and records of account, documents, files, papers and information stored electronically which it may reasonably require for the purposes of this schedule. The Purchaser shall, and shall procure that the Company shall, provide the Seller with all information, assistance and access

51

to books and records of account, documents, files, papers and information stored electronically which it may reasonably require for the purposes of this schedule.

52

PART 2

ACTUAL NET CURRENT ASSETS

Actual Net Current Assets shall be defined as current assets less current liabilities on the date of Completion.

Current Assets

Cash and other resources that are expected to turn to cash or to be used up within one year of the balance sheet date. Current assets are presented in the order of liquidity, i.e., cash, temporary investments, accounts receivable, inventory, supplies, prepaid insurance.

Current assets will include the following asset account line items: cash and cash equivalents, restricted cash, accounts receivable, trade debtors, other debtors, prepaid expenses, work in progress and other current assets.

Current assets will exclude the following asset account line items: intangible assets, property and equipment, financial assets, receivables from related companies, long term financial investments, investments in affiliates, guarantees and deposits, deferred tax assets and other long term assets.

Current Liabilities

Obligations due within one year of the balance sheet date. Another condition is that the item will use cash or it will create another current liability. (This means that if a bond payable is due within one year of the balance sheet date, but the bond will be retired by a bond sinking fund (a long term restricted asset) the bond will not be reported as a current liability.)

Current liabilities will include the following liability account line items: accounts payable, accrued expenses, social and tax accruals, customer deposits, deferred revenue, lines of credit, liabilities to banks, liabilities to affiliated companies, shareholder loans, tax accruals, short term
debt — credit cards, trade creditors, liabilities for grants received (related to restricted cash), provisions for contingencies and charges, debt related to litigation, and other current liabilities.

Current liabilities will exclude the following liability account line items: long term debt, deferred tax liability, pensions, and long term liabilities to banks.

53

PART 3

ACCOUNTING POLICIES

Financial Statements

Income Statement Items

Revenue Recognition

Revenues and the related costs of fee-for-service contracts are recognized in the period in which services are performed. Fixed-price contract revenue is recognized as services are performed, on a proportional performance basis, based on the ratio that costs incurred to date bear to estimated total costs at completion. Revenue related to contract modifications is recognized when realization is assured and the amounts are reasonably determinable. Adjustments to contract estimates are made in the periods in which the facts that require the revisions become known. When the revised estimate indicates a loss, such loss is provided for in the financial statements during that period. Deferred revenue represents amounts billed to customers in excess of revenue recognized. Accounts receivable from customers, which represent deposits to be applied to customer invoices in future years or returned to the customer upon expiration of the contract are recorded in customer deposits. Provisions for sales allowances, based on historical experience, are recorded at the time the related revenue is recognized.

Cost Recognition

Costs are generally recognized when incurred. Costs are “matched” against revenues and should be recorded in the same accounting period. Costs that benefit several periods, such as depreciation, should be allocated systematically over relevant periods.

Balance Sheet Items

Cash and Cash Equivalents

Cash and cash equivalents include highly liquid investments with an original maturity of three months or less from date of purchase.

Restricted Cash

Restricted cash is cash received in advance from certain customers specifically for the payment of investigator fees relating to specific projects. Such amounts should be segregated from operating cash and offset with the liability to pay these amounts out.

Accounts Receivable

Accounts receivable are presented in the balance sheet at net realizable value. Net realizable value equals the gross receivable less the allowance for bad debts.

Prepaid Expenses

Prepaid expenses result from prepaying cash or incurring a liability. Prepaid expenses are presented under current assets even though they are not expected to be converted into cash because the prepaid items would have required the use of current assets if they were not paid in advance.

54

Fair Value of Financial Instruments

The carrying value of financial instruments including cash, accounts receivable, accounts payable, and lines of credit approximates their fair value based on the short-term nature of these instruments.

Property and Equipment

Property and equipment are recorded at cost. Expenditures for repairs and maintenance which do not extend the useful life of the related assets are charged to expense as incurred. Depreciation is computed using the straight-line method over the estimated useful lives of the assets ranging from 1 to 5 years.

Customer Deposits

Amounts received in advance from a customer to be recorded in the financials as a liability. Customer deposits include the liability offset for investigator cash received.

Accounts Payable

Accounts payable are presented as a current liability on the balance sheet and detail the amounts owed for services or items purchased on credit.

Accrued Expenses

Services or expenses incurred that have already been provided but for which no invoice has been received, such as professional fees.

Deferred Revenue

Amounts received in advance of the revenue being recognized.

Current Assets

Cash and other resources that are expected to turn to cash or to be used up within one year of the balance sheet date. Current assets are presented in the order of liquidity, i.e., cash, temporary investments, accounts receivable, inventory, supplies, prepaid insurance.

Current Liabilities

Obligations due within one year of the balance sheet date. Another condition is that the item will use cash or it will create another current liability. (This means that if a bond payable is due within one year of the balance sheet date, but the bond will be retired by a bond sinking fund (a long term restricted asset) the bond will not be reported as a current liability.)

55

PART 4

It is agreed that the dividend declared in March, 2007 for EUR 301,529 has been or shall be waived by the Seller and shall not, therefore, be either paid to the Seller on or after Completion or included in current liabilities of the Company for the purposes of ascertaining Actual Net Current Assets. It is also agreed that any Taxation for which the Company is liable in consequence of the Seller’s waiver of such dividend shall not be included in current liabilities of the Company for the purposes of ascertaining Actual Net Current Assets, nor shall it be the subject of a Claim for indemnification pursuant to clause 9.2(c).

56

SCHEDULE 7

INDEPENDENT ACCOUNTANTS

1.

If in the course of ascertaining the Actual Net Current Assets the Seller and Purchaser are unable to agree, and the matter in question is required, under the relevant provision of this agreement, to be determined by Independent Accountants, the matter shall be referred to Deloitte & Touche. If Deloitte & Touche declines the appointment, the matter shall be referred to KPMG. Both Deloitte & Touche and KPMG are independent from the Seller, the French Guarantor, the Purchaser and the US Guarantor. If both Deloitte & Touche and KPMG have declined the appointment and the Seller and the Purchaser fail to agree on the choice of the Independent Accountants within fifteen (15) calendar days following the decision of KPMG to refuse to accept the assignment, or if the duly appointed Independent Accountants are unable for any reason to perform their role, new Independent Accountants will be appointed by the President of the Paris Commercial Court ruling in summary proceedings (“référé”) on the application filed by the Seller or the Purchaser.

2.

The Independent Accountants shall act on the following basis:

(a) the Independent Accountants shall act as experts and not as arbitrators;

(b) the item or items in dispute shall be notified to the Independent Accountants in writing by the Seller and/or the Purchaser within 10 Business Days of the Independent Accountants’ appointment;

(c) the assignment of the Independent Accountant shall be limited (i) to the resolution of those items in dispute between the parties and (ii) to review the disputed items of the Actual Net Current Assets and/or the Uncollected Debt (iii) calculate the Actual Net Current Assets and/or the Uncollected Debt (iv) calculate either the negative or positive difference between the Required Net Current Assets and the Actual Net Current Assets and/or the Uncollected Debts (if applicable). The findings of the Independent Accountant shall be binding on the parties, shall be final and shall not be subject to appeal;

(d) their terms of reference shall be as set out in schedule 6 and in case the Independent Accounts decide they are unable to fully comply with these terms, GAAP will be applied;

(e) the Independent Accountants (i) shall comply with the rules on independence and the right of each party to be heard and be informed of all communication between the parties (“principe du contradictoire”), and the parties shall procure that the Independent Accountants shall file their report within ninety (90) days of being appointed, unless otherwise agreed in writing by the Purchaser, the Seller and the Independent Accountants; and (ii) shall apply the principles and policies set out in schedule 6;

(f) the Independent Accountants shall decide the procedure to be followed in the determination;

(g) the Seller and the Purchaser shall each provide and the Purchaser shall procure that the Company shall provide (and, to the extent they are reasonably able to do so, shall procure that their respective accountants and the statutory accountants of the Company shall provide) the Independent Accountants and the Seller promptly with

57

all information, assistance and access to books and records of account, documents, files, papers and information stored electronically which they reasonably require, and the Independent Accountants shall be entitled (to the extent they consider it appropriate) to base their determination on such information and on the accounting and other records of the Company;

(h) the determination of the Independent Accountants shall be final and binding on the parties except in the event of gross mistake(“erreur grossière”); and

(i) the costs of the determination, including fees and expenses of the Independent Accountants, shall be borne equally as between the Seller on the one hand and the Purchaser on the other hand.

58

SCHEDULE 8

INTERPRETATION

1.	In this agreement:
	Accounts means the audited balance sheet as at the Accounts Date and audited profit and loss account (in France: “Bilan et Compte de Résultat Audités”) for the year ended on that date of the Company, a copy of each of which is in the Agreed Form and is attached to the Disclosure Letter;
	Accounts Date means 31 December 2007;
	Actual Net Current Assets means the actual amount of net current assets at Completion, as calculated after Completion in accordance with clause 5 and schedule 6;
	Agreed Form means, in relation to any document, the form of that document which has been initialled for the purpose of identification by or on behalf of the Seller and the Purchaser with such changes as the Seller and the Purchaser may agree in writing before Completion;
	Business means the business of various clinical operations services including, without limitation, conducting of clinical trials from Phase I to IV and carrying out epidemiological studies and surveys;
	Business Day means a day (other than a Saturday or Sunday) on which banks are generally open in the State of New York and in France for normal business;
	Cash Consideration means that part of the consideration for the sale of the Shares set out in clause 4 as is payable in cash;
	Claim means a claim by the Purchaser or any person deriving title from it:

(a)	the basis of which is that a Warranted Statement is, or is alleged, to be untrue or inaccurate; or
(b)	for indemnification pursuant to subclauses 9.2(a) and 9.2(c) to 9.2(e); or
(c)	otherwise made under this agreement;

Claim Notice has the meaning ascribed to it in clause 9.6;

Company means THERAPHARM RECHERCHES TH.R., company registration number 319 378 774 R.C.S. NANTERRE, having its registered office at 60 Rue Carnot 92100 Boulogne Billancourt, France;

Compensation means the amount of any deficiency in assets, loss (excluding indirect or consequential loss or loss of opportunity) or any liability of the Company which arises from any of the Warranties being untrue or inaccurate and which would not have existed or arisen if the Warranty in question had not been untrue or inaccurate, together with reasonable costs and expenses incurred by the Purchaser in making and enforcing the Warranty Claim and reasonable costs and expenses incurred by the Company in seeking to discharge its duty to mitigate the adverse consequences of the relevant matter or circumstance;

59

Completion means completion of the sale and purchase of the Shares in accordance with this agreement or the date thereof, as the case may be;

Completion Statement means the statement of Actual Net Current Assets to be prepared in accordance with, and in the form set out in schedule 6;

Consideration means the consideration for the sale of the Shares set out in clause 4;

Consideration Shares means 1,497,864 (in words: one million, four hundred and ninety seven thousand, eight hundred and sixty four) ordinary shares in the capital of the US Guarantor to be issued to the Seller according to clause 4;

Disclosure Letter means the letter of the same date as this agreement from the Seller to the Purchaser;

Encumbrance means any mortgage, charge (fixed or floating), pledge, lien, option, right to acquire, right of pre-emption, assignment by way of security or trust arrangement for the purpose of providing security or other security interest of any kind (including any retention arrangement), or any agreement to create any of the foregoing;

Escrow Agent means JP Morgan Chase Bank, National Association, acting through its London Branch located at 60 Victoria Embankment, London, EC4Y 0JP;

Escrowed Shares means any Consideration Shares which are at any time in escrow as security and are not released pursuant to the terms of this agreement and the Share Escrow Agreement;

Existing Clinical Trials Agreements means any clinical pharmacology agreement, clinical study agreement, biometrics agreement or outsourcing agreement regarding clinical trials to which the Company became a party before Completion and performance of which is to continue after Completion;

GAAP means the generally accepted accounting principles applied in France, as consistently applied by the Company (in France: “principe de permanence”);

IMITIS means the company of which details are set out in part 2 of schedule 1;

Independent Accountants means such firm of chartered accountants as stipulated in schedule 7;

Intellectual Property Rights means (i) copyright, patents, database rights and rights in trade marks, designs, know-how and confidential information (whether registered or unregistered), (ii) applications for registration, and rights to apply for registration, of any of the foregoing rights and (iii) all other intellectual property rights and equivalent or similar forms of protection existing anywhere in the world;

Leasehold Properties means those Properties shortly described in schedule 2 and Leasehold Property means any of them;

Losses means losses (excluding indirect or consequential loss or loss of opportunity), costs, liabilities, charges, taxes, expenses and penalties including reasonable legal and other professional fees and costs;

Past Agreement means:

60

(a) any agreement for the performance of clinical trials between the Company and Applied Pharma Research SA;

(b) the Settlement Agreement between the Seller, the Company, Axa France IARD SA and Applied Pharma Research SA with respect to indemnification of Applied Pharma Research SA and any related guarantee or indemnification arrangements between these entities; and

(c) any clinical pharmacology agreement, clinical study agreement, biometrics agreement or outsourcing agreement regarding clinical trials by the Company which has been fully performed prior to Completion;

Pledge means the right to a pledge granted over 1,406 of the Shares in favour of Applied Pharma Research SA;

Properties means the properties shortly described in schedule 2 and includes every part of each of them and Property means any of them;

Required Net Current Assets means EUR 1,150,500 (in words: one million one hundred and fifty thousand, five hundred euros) being the net current asset value of the Company intended by the parties as at Completion calculated on the basis of part 2 of schedule 6;

RPS France means any subsidiary of the Purchaser to be incorporated under the laws of France;

Service Agreement means the service agreement between the French Guarantor and the Company in the Agreed Form;

Shares means all the issued shares in the capital of the Company;

Share Escrow Agreement means the escrow agreement between the Seller, the Purchaser, and the Escrow Agent, executed on or about the date of this agreement;

Short Form Agreement means the share transfer form (“ordre de movement”) in favour of the Purchaser for the transfer of the Shares to be executed by the Seller on the date hereof;

Subsidiary means collectively or individually, as the case may be, legal entities over which the Purchaser and the Seller have either direct or indirect control where control shall have the meaning set forth in Article L.233-3 of the French Commercial Code, or the power to control the appointment of the officers or directors of this legal person or their equivalents;

Taxation means:

(a) any charge, tax, duty, levy, impost and withholding having the character of taxation, wherever chargeable, imposed for support of national, state, federal, cantonal, municipal or local government or any other governmental or regulatory authority, body or instrumentality including but not limited to tax on gross or net income, profits or gains, taxes on receipts, sales, use, occupation, franchise, transfer, value added and personal property and social security taxes; and

(b) any penalty, fine, surcharge, interest, charges or additions to taxation payable in relation to any taxation within (a) above;

61

	Taxation Authority means any taxing or other authority competent to impose, administer or collect any Taxation;
	Third Party Claim has the meaning ascribed to it in clause 9.6;
	Transaction Documents means this agreement, the documents referred to in it, the Share Escrow Agreement, and any other agreements executed or to be executed by the parties on the date of this agreement or Completion, except for the Service Agreements, and Transaction Document means any of them;
	VAT means value added tax chargeable under or pursuant to the applicable laws;
	Warranted Statements has the meaning given in clause 9.1, and Warranted Statement means one of them; and
	Warranties means the representations and warranties on the part of the Seller contained in clause 9.1.
2.	Where any statement in schedule 3 or in the Disclosure Letter is qualified by the expression “so far as the Seller is aware” or “to the best of the Seller’s knowledge, information and belief” or any similar expression, that expression or statement shall be deemed to include an additional statement that it has been made after due and careful enquiry of the French Guarantor and Mr. Philippe Renout.
3.	In this agreement any reference, express or implied, to an enactment (which includes any legislation in any jurisdiction) includes:

(a) that enactment as amended, extended or applied by or under any other enactment (before, on or after the date of this agreement);

(b) any enactment which that enactment re-enacts (with or without modification); and

(c) any subordinate legislation (including regulations) made (before, on or after the date of this agreement) under that enactment, including (where applicable) that enactment as amended, extended or applied as described in subparagraph (a), or under any enactment which it re-enacts as described in subparagraph (b).

4. In this agreement:

(a) words denoting persons include bodies corporate and unincorporated associations of persons;

(b) references to an individual/a natural person include his estate and personal representatives;

(c) subject to clause 17, references to a party to this agreement include the successors or assigns (immediate or otherwise) of that party;

(d) a person shall be deemed connected or related with a specified person if that person is a spouse, partner, parent, child or sibling (however, not Mrs. Marie Cournot as regards the French Guarantor) of the specified person or that person directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with the specified person; for such purposes, the term “control” (including the terms “controlling”, “controlled by” and “under common control with”)

62

shall have the meaning set forth under Article L. 233-3 of the French Commercial Code;

(e) the words including and include shall mean including without limitation and include without limitation, respectively;

(f) any reference importing a gender includes the other genders;

(g) any reference to a time of day is to Paris time;

(h) any reference to e is to Euro and any reference to $ is to United States dollars;

(i) any reference to writing includes typing, printing, lithography, photography and facsimile but excludes any other form of e-mail;

(j) any reference to a document is to that document as amended, varied or novated from time to time otherwise than in breach of this agreement or that document;

(k) any reference to a company includes any company, corporation or other body corporate wheresoever incorporated; and

(l) any reference to a company or firm includes any company or firm in succession to all, or substantially all, of the business of that company or firm.

5.

If there is any conflict or inconsistency between a term in the body of this agreement and a term in any of the schedules or any other document referred to or otherwise incorporated into this agreement, the term in the body of this agreement shall take precedence, unless the relevant schedule or other document which is referred to or otherwise incorporated into this agreement expressly provides that the term in it is to take precedence over the term in the body of this agreement.

6.

A reference in this agreement to any English legal term for any action, remedy, method or form of judicial proceeding, legal document, court or any other legal concept or matter shall be deemed to include a reference to the corresponding or most similar legal term in any jurisdiction other than England, to the extent that such jurisdiction is relevant to the transactions contemplated by this agreement or the terms of this agreement.

63

SIGNATORIES

Seller
Signed by ANTOINE COURNOT	)	/s/ Antoine Cournot
for APA RESEARCH SARL
French Guarantor
Signed by ANTOINE COURNOT	)	/s/ Antoine Cournot
Purchaser
Signed by JAN HALAMA	)	/s/ Jan Halama
for ReSearch Pharmaceutical Services Netherlands B.V. under a power of attorney	)
US Guarantor
Signed by JAN HALAMA	)	/s/ Jan Halama
for Research Pharmaceutical Services, Inc. under a power of attorney

64

EX-2.7

Exhibit 2.7

Execution Copy

March 30, 2009

SHARE PURCHASE AGREEMENT

relating to

PARAMAX INTERNATIONAL INC.

between

YING TANG

(as Seller)

and

RESEARCH PHARMACEUTICAL SERVICES NETHERLANDS B.V.

(as Purchaser)

THIS SHARE PURCHASE AGREEMENT is made on March 30, 2009

BETWEEN:

(1)	Ying Tang, a citizen of the PRC with the personal information set out in Schedule 1 (the “Seller”); and
(2)	ReSearch Pharmaceutical Services Netherlands B.V., a company incorporated under the laws of the Netherlands whose registered office is at Strawinskylaan 3105 Atrium, 1077ZX Amsterdam 96550 (the “Purchaser”).

WHEREAS:

(A)	Particulars of the Company (as defined in Clause 1) and of the WFOE (as defined in Clause 1) are set out in Schedule 1(a).
(B)	The Seller has agreed to sell and the Purchaser has agreed to purchase the Sale Shares (as defined in Clause 1) on the terms and subject to the conditions of this Agreement.

IT IS AGREED:

1.	INTERPRETATION
1.1	In this Agreement:

“Business”	means the contract research organization (CRO) business carried on by the Group;
“Business Day”	means a day (other than a Saturday or Sunday) when commercial banks are open for ordinary banking business in the PRC and the United States;
“Business Information”	means study protocols, investigator brochures, case report forms, clinical data, other data, drawings, formulae, test results, reports, project reports and testing, operation and research procedures, shop practices, instruction and training manuals, tables of operating conditions, market forecasts, specifications, data, quotations, tables, lists and particulars of customers and suppliers, marketing methods and procedures, technical literature and brochures and any other technical, industrial and commercial information and techniques in any tangible form (including, but not limited to paper, electronically stored data, magnetic media, microfiche, film and microfilm);
“BVI”	means the British Virgin Islands;
“Claim”	has the meaning set out in paragraph 5 of Schedule 4.
“Company”	means Paramax International Inc., a company limited by shares and incorporated in BVI as a BVI Business

	Company pursuant to the BVI Business Companies Act 2004 (as amended), further details of which are set out in Part 1 of Schedule 1(a);
“Completion”	means completion of the sale and purchase of the Sale Shares;
“Completion Date”	means May 23, 2009 provided that if the Conditions shall not have been satisfied or waived on or before such date, 2 Business Days after the day on which the last of the Conditions has been satisfied or waived or such other date as the Parties agree in writing, but in any event no later than the Long Stop Date;
“Conditions”	has the meaning set out in Clause 3.1;
“Consideration”	means (i) the cash consideration payable for the Sale Shares and (ii) the RPS Consideration Shares payable for the Sale Shares;
“Disclosure Schedule”	has the meaning given in Clause 7.5;
“Domain Names”	means the domain names the subject of the Domain Names Transfer Agreement;
“Domain Name Transfer Agreement”	means the Domain Name Transfer Agreement in the form of Schedule 2.2;
“Employee Benefit Plan”	means any bonus, incentive or deferred compensation, employee loans, pension, statutory social welfare funds, housing funds, profit sharing, severance, retention, change of control, stock option, employee, stock purchase, other equity-based performance or other employee or retiree benefit or compensation plan, agreement or arrangement that provides benefits or compensation in respect of any current or former employee, and to which any Group Company is or has been obligated or required to contribute or is or was bound under applicable laws or regulations or under any other written or oral agreement;
“Encumbrance”	means any pledge, charge, lien, mortgage, debenture, hypothecation, security interest, pre-emption right, option and any other encumbrance or third party right or claim of any kind;
“Employment Agreement”	means the employment agreement to be entered into by and between the WFOE and the Seller;
“Escrow Agent”	means JPMorgan Chase Bank, National Association;

“Escrow Agreement”	means the agreement whereby the Escrow Agent agrees to hold the RPS Consideration Shares in escrow, in the form of Schedule 4.2.2;
“Escrow Shares”	has the meaning given in Clause 4.2.2;
“Group”	means the Seller, the Company, and the WFOE and the expression “Group Company” shall be construed accordingly;
“Intellectual Property”	means patents, utility models, trade marks, service marks, trade and business names, registered designs, design rights, copyright and neighbouring rights, database rights, domain names, semi-conductor topography rights and rights in Business Information, inventions, software, trade secrets, processes, confidential information of all kinds and other similar proprietary rights which may subsist in any part of the world and whether registered or not, including, where such rights are obtained or enhanced by registration, any registration of such rights and rights to apply for such registrations;
“Key Employees”	means those employees listed on Schedule 1(c);
“Leased Property”	means the premises currently owned, used or occupied in relation to the Business;
“Liabilities”	means any and all debts, liabilities, commitments, claims, allegations, demands and obligations, whether fixed, contingent or absolute, matured or unmatured, liquidated or unliquidated, accrued or not accrued, known or unknown, whenever or however arising (including, without limitation, whether arising out of any contract or tort based on negligence or strict liability);
“Long Stop Date”	means June 30, 2009 or such other date as the Parties may agree in writing;
“Loss” or “Losses”	means any and all losses, Liabilities, actions and claims including charges, costs, damages, fines, penalties, interest and all legal and other professional fees and expenses including, in each case, all related Taxes;
“Material Adverse Effect”	means any material adverse change in or effect on the business, assets, Liabilities, condition (financial or otherwise), prospects and/or results of operations of any Group Company or on the Group as a whole;

“Party”	means a party to this Agreement;
“Permit”	means: a permit, licence, consent, approval, certificate, qualification, specification, registration or other authorisation; or
	a filing of a notification, report or assessment, from or to any administrative or governmental authority in each case necessary for the effective operation of any Group Company’s business, its ownership, possession, occupation or use of an asset or the execution or performance of this Agreement;
“PRC”	means the People’s Republic of China, excluding for purposes of this Agreement, the Hong Kong and Macau Special Administrative Regions, and the territory of Taiwan;
“PRC GAAP”	means generally accepted accounting principles in the PRC as in accordance with the requirements of the Accounting Standards for Business Enterprises and the Accounting System for Business Enterprises applied in PRC, as applied consistently by the WFOE;
“Purchaser Group”	means the Purchaser and its affiliates;
“Registered Intellectual Property”	means patents, trademarks and service marks, registered designs, domain name registrations (and applications for any of the same), owned, used or held for use by a Group Company;
“RMB” or “Renminbi”	means the lawful currency of the PRC;
“RPS”	means ReSearch Pharmaceutical Services, Inc., a company incorporated under the laws of Delaware, the United States of America;
“RPS Consideration Shares”	means 530,973 unregistered shares of common stock of RPS;
“Sale Shares”	means 50,000 Shares, which represents 100% of the issued and outstanding Shares of the Company;
“Services Agreement”	means the Master Services Agreement between the Company and RPS dated the date hereof;
“Shares”	means the ordinary shares, par value US$1.00 in the share capital of the Company;
“Share Value”	has the meaning given in Schedule 4;

“Share Waivers”	means the Consent and Waivers attached as Schedule 1(b);
“Tax” or “Taxation”	means and includes all forms of taxation and statutory and governmental, state, provincial, local governmental or municipal charges, customs, duties, contributions and levies, including social insurance contributions, withholdings and deductions, in each case whether of the PRC, Hong Kong, the British Virgin Islands or elsewhere and whenever imposed and all related penalties, charges, costs and interest;
“Tax Warranties”	means the warranties set forth in paragraph 16 of Schedule 11;
“Taxation Authority”	means any national, local municipal, governmental, state, federal or other authority competent to impose Taxation whether in the PRC, the British Virgin Islands or elsewhere;
“Transactions”	means the sale and purchase of the Sale Shares as contemplated by this Agreement, and any other transactions contemplated by the Transaction Documents;
“Transaction Documents”	means this Agreement, the Employment Agreement, the Share Waivers, the Domain Name Transfer Agreement, the Services Agreement and any other documents or certificates in connection therewith or referenced therein and “Transaction Document” shall mean any one of them;
“United States” or “U.S.”	means the United States of America, its territories and possessions, any State of the United States, and the District of Columbia;
“U.S. Person”	means: (i) any natural person resident in the United States; (ii) any partnership or corporation organized or incorporated under the laws of the United States; (iii) any estate of which any executor or administrator is a U.S. Person; (iv) any trust of which any trustee is a U.S. Person; (v) any agency or branch of a foreign entity located in the United States; (vi) any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. Person; (vii) any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States; and (viii) any partnership or corporation if: (A) organized or incorporated under the laws of any foreign

	jurisdiction; and (B) formed by a U.S. Person principally for the purpose of investing in securities not registered under the Act, unless it is organized or incorporated, and owned, by accredited investors (as defined in Rule 501(a)) who are not natural persons, estates, or trusts;
“U.S. Securities Act” or “Act”	means the United States Securities Act of 1933, as amended;
“U.S. GAAP”	means the generally accepted accounting principles as consistently applied in the United States;
“Warranties”	means the representations and warranties referred to in Clause 7 and set out in Schedule 11 and “Warranty” shall mean any one of them; and
“WFOE”	means Paramax International (Beijing) Inc., the particulars of which are set out in Part 2 of Schedule 1(a).

1.2 In this Agreement, unless the context otherwise requires:

(i)	any reference to “writing” or “written” means any method of reproducing words in a legible and non-transitory form (excluding, for the avoidance of doubt, email);
(ii)	references to “include” or “including” are to be construed without limitation;
(iii)	references to a “company” include any company, corporation or other body corporate wherever and however incorporated or established;
(iv)	references to a “person” include any individual, company, partnership, joint venture, firm, association, trust and any governmental or regulatory authority;
(v)	the table of contents and headings are inserted for convenience only and do not affect the construction of this Agreement;
(vi)	words in the singular include the plural and vice versa and a reference to any gender includes all other genders;
(vii)	the expressions “ordinary course of business” or “business in the ordinary course” mean the ordinary and usual course of business of the relevant Group Company, consistent in all respects (including nature and scope) with the prior practice of such Group Company to the extent the relevant Group Company complies with applicable laws and regulations; and
(viii)	the expression “in the agreed terms” means in a form agreed between the Purchaser and the Seller.

1.3	References to Clauses, paragraphs and Schedules are to clauses and paragraphs of and schedules to, this Agreement. The Schedules to this Agreement are incorporated into and form an integral part of this Agreement.
2.	SALE AND PURCHASE
2.1	At Completion the Seller shall sell, as legal owner, and the Purchaser shall purchase the Sale Shares free from all Encumbrances, with all rights now or in the future attaching to it (including the right to receive all dividends, distributions or any return of capital, made or paid on or after Completion) on the terms and subject to the conditions of this Agreement.
2.2	The Seller hereby waives and shall procure the waiver of any restrictions on transfer (including all pre-emption rights) which may exist in relation to the Sale Shares.
3.	CONDITIONS
3.1	Completion of the sale and purchase of the Sale Shares is in all respects conditional upon the satisfaction (or waiver, as the case may be) of those matters set out in Schedule 3 (the “Conditions”).
3.2	The Seller shall use her best endeavours to procure the fulfilment of the Conditions set out in Schedule 3 as soon as possible and in any event prior to the Long Stop Date.
3.3	The Purchaser may waive in whole or in part all or any of the Conditions.
3.4	The Seller shall provide all such assistance and co-operation (including the provision of information) in connection with the fulfilment of the Conditions that the Purchaser may require immediately on being requested to do so.
3.5	The Seller undertakes to notify the Purchaser in writing of anything which will or may prevent any of the Conditions from being satisfied on or before the Long Stop Date immediately upon it coming to her attention.
3.6	If any of the Conditions are not fulfilled or waived on or before the Long Stop Date, the Purchaser shall be entitled to treat this Agreement as terminated.
3.7	If this Agreement is terminated in accordance with Clause 3.6 the rights and obligations of the Parties under this Agreement shall cease save in respect of antecedent breaches or as otherwise specified in this Agreement.
4.	CONSIDERATION
4.1	The Consideration for the sale and purchase of the Sale Shares shall be:

(a)	US$1,000,000 (one million U.S. dollars) less any “Service Fees” paid to any member of the Group pursuant to the Services Agreement; and
(b)	the RPS Consideration Shares;

each of which shall be paid as set out in Clause 4.2.

4.2 The Consideration shall be satisfied in the following manner on Completion:

4.2.1	The cash portion of the Consideration shall be paid on Completion to the Seller’s designated bank account, the details of which is set out in Schedule 4.2.1; and
4.2.2	The Purchaser shall cause the deposit of RPS Consideration Shares (the “Escrow Shares”) with the Escrow Agent on Completion to hold in escrow in accordance with Schedule 4 and the Escrow Agreement.

4.3	The Seller acknowledges and agrees that she will hold the RPS Consideration Shares which are to be transferred to her pursuant to this Agreement, that such RPS Consideration Shares shall not be sold or otherwise disposed of except in accordance with Schedule 4.3, and that she will ensure that any permitted transferee of such RPS Consideration Shares shall agree to also hold such shares in accordance with Schedule 4.3.
5.	PRE-COMPLETION OBLIGATIONS
5.1	The Seller shall procure that between the date of this Agreement and up to and including Completion the Business will be conducted in the ordinary course and that, in the absence of the prior written consent of the Purchaser, the Seller shall not, and shall ensure that the Company and the WFOE will not, do or agree to do anything which is not of a routine and unimportant nature including:

(a)	make any payment or transfer to any member of the Group of any nature or create any obligation between or among any Group members;
(b)	modify or terminate any existing contract or enter into any contract material to the Business or which is unusual or onerous;
(c)	purchase or dispose of any asset having a value in excess of RMB10,000
(d)	make any payment in excess of RMB10,000 unless documented and in the ordinary course of business;
(e)	borrow money or incur any indebtedness;
(f)	grant any loan or make a capital contribution to any person or grant any advance to any person;
(g)	create any Encumbrance or give any guarantees or indemnities;
(h)	institute or settle any legal proceedings;
(i)	declare, make or pay any distributions or dividends;
(j)	create, allot or issue any shares or other securities or allow any contribution to the registered capital of any member of the Group;
(k)	create, issue, redeem or grant any option or right to subscribe in respect of any share or registered capital of any member of the Group;

(l)	reduce any share or registered capital of any member of the Group, or purchase or redeem any share or registered capital of any member of the Group;
(m)	acquire any share or other interest in any person or other venture or acquire any business carried on by any person;
(n)	make any material change in the nature or organisation of the Business or the shareholding structure of the Group or discontinue or cease to operate all or a part of the Business;
(o)	amend the memorandum or articles of association or business license (if applicable) of any member of the Group, adopt further regulations or pass resolutions which are inconsistent with its memorandum or articles of association;
(p)	make any change to the accounting procedures, policies or treatment by reference to which its accounts or other financial statements are prepared;
(q)	change the financial year end of any member of the Group;
(r)	make any Tax election or settle or compromise any liability for Tax or commit or fail to commit any act that would result in a violation of the Tax Warranties;
(s)	appoint, employ or offer to appoint or employ any person or make any variation to the terms and conditions of employment or any employee, agree or implement any new Employee Benefit Plan or amend such plan, discontinue or amend any retirement benefit arrangement, conclude any new collective agreement with any trade union or amend any such existing agreement;
(t)	dismiss any employee or, directly or indirectly, induce or attempt to induce any employee to terminate his or her employment;
(u)	create any Encumbrance over any of the assets of the Group or over the Sale Shares or give any guarantees or indemnities;
(v)	grant, modify or terminate any rights or entering into any agreement relating to the Registered Intellectual Property or do or omit to do anything to jeopardise the validity or enforceability of the Registered Intellectual Property, including the non-payment of any application, search, maintenance or other official fees;
(w)	fail to take any action to maintain in force any of insurance policies relating to the Business or any of the assets of the Group or do anything to make any such policy of insurance void or voidable or reduce the level of insurance cover provided;
(x)	enter into, modify or terminate any lease agreement in respect of or affecting the Leased Property; or
(y)	pass or vote in favor of any resolutions in relation to the above in general meeting or by way of written resolution;

5.2	The Seller shall cause the WFOE and the Company to comply with the terms of the Services Agreement.
5.3	The Seller shall cooperate fully with the Purchaser and the Purchaser’s counsel in fulfilling the Conditions and will not present or file any documentation or applications (or allow the Company or the WFOE to present or file and documentation or applications) with any PRC governmental authorities until such documentation has been reviewed and approved by the Purchaser. The Seller will take all such steps as are necessary or advisable to comply with PRC laws and regulations.
5.4	The Seller will provide the Purchaser with up-to-date bank statements for all bank accounts in the name of the Company or the WFOE immediately following the execution and delivery of this Agreement.
5.5	From the date hereof, the Seller and Purchaser will work together to identify a candidate for the position of financial controller of the WFOE. Between the date hereof and Completion, the Seller will cause the WFOE to take all steps necessary to hire a candidate selected by the Purchaser. Such financial controller will report directly to the Purchaser.
6.	COMPLETION
6.1	Completion shall take place on the Completion Date at the offices of White & Case LLP in Beijing or at such other place as is agreed by the Seller and the Purchaser.
6.2	At Completion the Seller shall undertake those actions listed in Part 1 of Schedule 6.
6.3	At Completion the Purchaser shall undertake those actions listed in Part 2 of Schedule 6.
6.4	If Clause 6.2 is not complied with at Completion the Purchaser shall not be obliged to complete the Transaction and may:

6.4.1	defer Completion (with the provisions of this Clause 6 applying to Completion as so deferred);
6.4.2	proceed to Completion as far as practicable (without limiting its rights and remedies under this Agreement); or
6.4.3	treat this Agreement as terminated for breach of condition (without limiting its rights and remedies under this Agreement).

6.5	Subject to Schedule 12, the Seller undertakes to indemnify and keep the Purchaser indemnified against all Losses which it may suffer or incur as a result of any document delivered to it being unauthorised or otherwise ineffective.
6.6	Termination of this Agreement by the Purchaser under Clause 6.4.3 shall not prejudice Seller’s rights to claim damages for any prior breaches by Purchaser exercising the right of termination.

7.	SELLER’S WARRANTIES
7.1	The Seller has delivered the due diligence materials to the Purchaser listed on Schedule 11.1 which the Purchaser has reviewed; provided, however, that the Purchaser and the Seller acknowledge and agree that the Purchaser does not waive any of its rights under this Agreement because of such review.
7.2	Subject to Schedule 12, the Seller represents and warrants to the Purchaser that each of the Warranties is true and accurate and not misleading at all times up to and including Completion.
7.3	The Seller acknowledges that the Purchaser is entering into this Agreement on the basis of and in reliance upon the Warranties.
7.4	Each of the Warranties shall be separate and independent and (unless expressly provided otherwise) shall not be limited by reference to any other Warranty or by anything in this Agreement.
7.5	The Purchaser shall be entitled to claim that any of the Warranties has been breached notwithstanding that the Purchaser knew or could have discovered the fact of such breach or inaccuracy, except as set forth in the Disclosure Schedule attached to this Agreement as Schedule 11.5 (the “Disclosure Schedule”).
7.6	Subject to Schedule 12 and without restricting the rights of the Purchaser or its ability to claim damages on any basis, in the event that any of the Warranties is breached or is misleading the Seller covenants to pay on demand by way of indemnity to the Purchaser or, at the Purchaser’s direction, the relevant Purchaser Group member, an amount equal to the aggregate of:

(a)	the amounts by which the value of all assets, contracts and profits of any Purchaser Group member are reduced;
(b)	the amount of any Liability or increase in Liability of any Purchaser Group member and any Losses that such Purchaser Group member may incur or have incurred; and
(c)	the amount equal to all costs and expenses incurred by the Purchaser and any Purchaser Group member.

7.7	Warranties qualified by the knowledge, belief or awareness of the Seller shall be deemed to include any knowledge, belief or awareness of the Seller having made all due and careful enquiries.
7.8	The Liability of the Seller in respect of a claim under the Agreement shall be limited as provided in Schedule 12.
8.	INDEMNITIES
8.1	Subject to Schedule 12, the Seller shall indemnify and keep the Purchaser Group indemnified against all Losses which they may suffer or incur arising from any of the following matters:

(a) any Liability for Taxes on a Group Company or Seller resulting from or by reference to any transaction on or before Completion (including the Transactions), or from or by reference to any income, profits or gains earned, accrued or received on or before Completion, whether alone or in conjunction with other circumstances, including any Liability for Taxes that would not have been payable had there been no breach of any of the Warranties relating to Tax matters including without limitation any Liability for any of the following:

(i)	any Taxes relating to sales revenues of any of the Group Companies;
(ii)	any value-added tax of any of the Group Companies;
(iii)	any stamp duties of any of the Group Companies;
(iv)	any foreign enterprise income tax on cost of goods, sales or intercompany transactions involving any of the Group Companies;
(v)	any Taxes resulting from bonuses and any other form of employees’ compensation paid to employees of any of the Group Companies for individual income tax purposes;
(vi)	any housing fund contributions for any of the Group Companies’ employees;
(vii)	any tax incurred as a result of any transactions by and between the Group Companies;
(viii)	any withholding obligations on the part of the Purchaser Group for the consideration the Seller receives hereunder; or
(ix)	any social insurance contributions for any of the Group Companies’ employees;

(b)	any penalties or fees paid or payable by the Seller or any Group Company to any governmental authority due to a failure to make any required registrations or as a result of making incorrect registrations;
(c)	any use by any of the Group Companies of any unauthorised, unlicensed, pirated or otherwise illegal software other than as set forth in the Disclosure Schedule; and
(d)	any Liabilities of the Group arising prior to Completion other than those liabilities listed in Schedule 6.1 other than normal operating expenses no more than one month in arrears.

8.2	Seller shall make any payment under Clause 8.1 immediately on demand to the Purchaser or at the Purchaser’s direction.
8.3	The Purchaser shall indemnify and hold the Seller harmless against all Losses which the Seller may suffer or incur arising from any breach of any representation, warranty, obligation or covenant contained herein by the Purchaser.

9.	PURCHASER’S WARRANTIES
9.1	The Purchaser hereby warrants and represents to and undertake with the Seller that the warranties contained in this Clause 9 are true and accurate in all material aspects as at the date hereof and shall continue to be true and accurate in all material aspects as if they were deemed to be repeated on the Completion Date.
9.2	Incorporation and Authority

(a)	The Purchaser is a company duly incorporated and validly existing under the laws of the Netherlands.
(b)	The Purchaser has full power and authority to enter into and perform this Agreement and the other Transaction Documents to which it is a party and all other documents executed by the Purchaser which are to be delivered at Completion, each of which constitutes (when executed) legal, valid and binding obligations of the Purchaser enforceable in accordance with its respective terms.
(c)	The execution, delivery and performance by the Purchaser of the Transaction Documents will not result in a breach of or constitute a default under (i) any provision of the memorandum or articles of association of the Purchaser; (ii) any order, judgment or decree of any court or governmental authority by which the Purchaser is bound; or (iii) any agreement or instrument to which the Purchaser is a party or by which it is bound.
(d)	The Purchaser is not and will not be required to give any notice to or make any filing with or obtain any permit, consent, waiver or other authorisation from any governmental or regulatory authority or other person in connection with the execution, delivery and performance of the Transaction Documents.

10.	BUSINESS INFORMATION
	Without prejudice to any remedy of the Purchaser under the Warranties, if, at any time in the period of up to five (5) years after Completion, the Purchaser notifies the Seller, or the Seller becomes aware, that the Purchaser is not in possession of any Business Information that should have been transferred to it at Completion, or that any Registered Intellectual Property Rights were not assigned to the Purchaser at Completion but remain with the Seller, the Seller shall take all steps necessary to ensure that a copy of the Business Information is provided to the Purchaser and that the Registered Intellectual Property Rights are assigned to the Purchaser or as Purchaser directs without delay.
11.	CONFIDENTIALITY
11.1	Except as provided in Clause 1.3, the Seller undertakes that she shall treat as confidential the provisions of the Transaction Documents, the books and records of the Group, the Business Information and all information it has received or obtained relating to the Purchaser as a result of negotiating or entering into the Transaction Documents.
11.2	Except as provided in Clause 11.3 the Purchaser shall treat as confidential the provisions of the Transaction Documents.

11.3 A Party may disclose, or permit the disclosure of, information which would otherwise be confidential if and to the extent:

(a)	required by law or any securities exchange, regulatory or governmental body or Taxation Authority;
(b)	disclosed to its professional advisers (provided that such persons are required to treat such information as confidential); or
(c)	it comes into the public domain other than as a result of a breach by a Party of this Clause 11.3,

	provided that prior written notice of any confidential information to be disclosed pursuant to this Clause 11 shall be given to the other Parties.
11.4	The confidentiality restrictions in this Clause 11 shall continue to apply after Completion or the termination of this Agreement without limit in time.
12.	ANNOUNCEMENTS
12.1	Unless required by law, no announcement shall be made by any Party relating to the Transaction Documents without the prior written approval of the other Party, such approval not to be unreasonably withheld or delayed.
13.	ASSIGNMENT
	This Agreement (together with any cause of action arising therefrom) may be assigned by the Purchaser to any member of the Purchaser Group or to its successor in title. The Seller shall not assign the benefit of, or declare an interest over, its rights under this Agreement without the prior written consent of the Purchaser. For the avoidance of doubt, this provision shall not prejudice the Seller’s rights under applicable laws and regulations.
14.	FURTHER ASSURANCE
14.1	The Seller and the Purchaser shall from time to time and at its respective cost do, execute and deliver or procure to be done, executed and delivered all such further acts, documents and things required by, and in a form satisfactory to, the other to give full effect to this Agreement and its respective rights, powers and remedies under this Agreement.
14.2	Without limiting the foregoing, following the Completion Date, the Seller shall, upon request from the Purchaser, RPS, and/or underwriter, cooperate fully in any public offering of RPS’ common stock, which cooperation shall include, without limitation, the preparation and execution of lock-up agreements, underwriting agreements, registration statements, questionnaires, and documents requested by regulatory authorities in connection with the public offering of RPS’ common stock, and any other customary documents related to an underwritten public offering of stock. Notwithstanding the foregoing, the Seller shall not be required to give any representations and warranties with respect to herself unless otherwise agreed.

15.	ENTIRE AGREEMENT
	This Agreement, together with each other Transaction Document and any other documents referred to in the Agreement or any Transaction Document constitutes the whole agreement between the Parties and supersedes any previous arrangements or agreements between them relating to the sale and purchase of the Sale Shares.
16.	SEVERANCE AND VALIDITY
	If any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, such provision shall be deemed to be severed from this Agreement and the Parties shall use their best efforts to replace such provision with one having an effect as close as possible to the deficient provision.
17.	VARIATIONS
	No variation of this Agreement shall be effective unless in writing and signed by or on behalf of all the Parties.
18.	REMEDIES AND WAIVERS
18.1	No waiver of any right under this Agreement or any other Transaction Document shall be effective unless in writing. Unless expressly stated otherwise a waiver shall be effective only in the circumstances for which it is given.
18.2	No delay or omission by any Party in exercising any right or remedy provided by law or under this Agreement shall constitute a waiver of such right or remedy.
18.3	The rights and remedies provided in this Agreement are cumulative and do not exclude any rights or remedies provided by law.
19.	EFFECT OF COMPLETION
	The provisions of this Agreement and of the other Transaction Documents which remain to be performed following Completion shall continue in full force and effect notwithstanding Completion.
20.	PAYMENTS
20.1	Any amount payable by the Seller to the Purchaser or by the Purchaser to the Seller shall be made in full without set-off or counter-claim and free from any deduction or withholding whatsoever, except as required by law or as provided for under this Agreement.
20.2	If any deduction or withholding is required by law to be made from any payment in respect of a claim under and indemnity or guaranty under this Agreement or if the recipient is subject to Tax in respect of such payment, the payer shall increase the amount of the payment to the extent necessary to ensure that the net amount received and retained by the recipient (after taking into account all deductions, withholdings or Tax) is equal to the amount it would have received had the payment not been subject to any such deductions, withholdings or Tax.

20.3	Any amount payable under this Agreement shall be paid in U.S. dollars. The exchange rate to be used to calculate any payments to be made hereunder shall be the last exchange rate published by SAEC (Reuters) on the date prior to the relevant payment date.
21.	COSTS AND EXPENSES
21.1	Each Party shall pay its own costs and expenses in connection with the negotiation, preparation, translation, execution and performance of this Agreement and the other Transaction Documents.
22.	DEFAULT INTEREST
22.1	Any and all amounts which are due and payable under this Agreement shall be paid in US dollars and shall carry interest at the rate of 1% (one percent) per annum above the prime rate from time to time of The Hong Kong and Shanghai Banking Corporation Limited calculated on a daily basis and compounded quarterly for the period from the due date for payment up to and including the date of actual payment (both before and after any judgment).
23.	NOTICES
23.1	Any notice or other communication to be given under or in connection with this Agreement (the “Notice”) shall be in the English language in writing and signed by or on behalf of the Party giving it and marked for the attention of the relevant Party. A Notice may be delivered personally or sent by fax, pre-paid recorded delivery or international courier to the address (in the case of the Seller, including the address in the Chinese language) or fax number provided in Clause 23.3.
23.2	A Notice shall be deemed to have been received:

(a)	at the time of delivery if delivered personally;
(b)	at the time of transmission if sent by fax, provided that the sender receives confirmation of receipt;
(c)	seven (7) Business Days after the time and date of posting if sent by pre-paid recorded delivery; or
(d)	seven (7) Business Days after the time and date of posting if sent by international courier,

	provided that if deemed receipt of any Notice occurs after 6.00 p.m. or is not on a Business Day, deemed receipt of the Notice shall be 9.00 a.m. on the next Business Day. References to time in this Clause 23 are to local time in the country or territory of the addressee.
23.3	The addresses and fax numbers for service of Notice are:

Seller
Name:	Ying Tang
Address:	Room 7B11, West Wing, Hanwei Plaza, No.7 Guanghua Road, Chaoyang District, Beijing, P. R. China
Fax number:	8610 6561-0210
Purchaser
Name:	ReSearch Pharmaceutical Services Netherlands B.V.
Address:	Atrium 1077ZX Strawinskylaan 3105 Amsterdam 96550 The Netherlands
For the attention of:	Steven Bell and Daniel Perlman
with a copy to:
Name:	ReSearch Pharmaceutical Services, Inc.
Address:	520 Virginia Drive Ft. Washington, PA 19034 U.S.A.
For the attention of:	Steven Bell and Daniel Perlman
Fax number:	+1 484-533-2018

23.4	A Party shall notify the other Party of any change to its address in accordance with the provisions of this Clause 23 provided that such notification shall only be effective on the later of the date specified in the notification and five (5) Business Days after deemed receipt.
24.	COUNTERPARTS
	This Agreement may be executed in counterparts and shall be effective when each Party has executed a counterpart. Each counterpart shall constitute an original of this Agreement.
25.	LANGUAGE
	This Agreement is executed in the English language only and the English language version of this agreement shall be the sole version to rely on for purposes of interpretation of the rights and obligations of the Parties. If there are any other language versions, such versions shall be for reference only and shall have no binding effect.
26.	GOVERNING LAW AND SETTLEMENT OF DISPUTES
26.1	This Agreement, including any non-contractual obligations arising out of or in connection with this Agreement, shall be governed by and construed in accordance with the laws of England and Wales.

26.2 Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or invalidity thereof (the “Dispute”), shall be settled by arbitration under the UNCITRAL Arbitration Rules in accordance with the HKIAC Procedures for the Administration of International Arbitration in force at the date of this Agreement.

(a)	The place of arbitration shall be in Hong Kong at the Hong Kong International Arbitration Centre (HKIAC).
(b)	There shall be three arbitrators.
(c)	The arbitration proceedings shall be conducted in English language, provided that a Chinese translator will be available to translate the proceedings into Chinese.
(d)	The decision of the arbitrators shall be final, binding and conclusive upon the parties to the Dispute, their successors and permitted assigns, and they shall comply with such decision in good faith.
(e)	Each party to the Dispute submits itself to the jurisdiction of the courts where the award by the arbitrators is sought to be enforced. Notwithstanding the foregoing, judgment upon the award may be entered in Hong Kong, or any court having jurisdiction over the Parties or their assets.

26.3 During the period when a Dispute is being resolved, except for the matter being disputed, the Parties shall in all other respects continue their implementation of this Agreement.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF each Party has executed this Agreement, or caused this Agreement to be executed by its duly authorised representatives.

/s/ Ying Tang
YING TANG
RESEARCH PHARMACEUTICAL SERVICES NETHERLANDS B.V.
By:	/s/ Daniel M. Perlman
	Name:	Daniel M. Perlman

EX-3.1

Exhibit 3.1

CERTIFICATE OF AMENDMENT
OF
SECOND RESTATED CERTIFICATE OF INCORPORATION
OF
CROSS SHORE ACQUISITION CORPORATION

     CROSS SHORE ACQUISITION CORPORATION, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY THAT:

     FIRST: The Board of Directors of the Corporation approved and adopted the following resolutions for amending its Second Restated Certificate of Incorporation, declared such amendments advisable and recommended that the amendments be submitted to the stockholders for their consideration:

     RESOLVED, that Article FIRST of the Second Restated Certificate of Incorporation of the Corporation be amended in its entirety to read as follows:

“The name of the Corporation is ReSearch Pharmaceutical Services, Inc.”

     RESOLVED, that Part A of Article FOURTH of the Second Restated Certificate of Incorporation of the Corporation be amended in its entirety to read as follows:

“The total number of shares which the Corporation shall have authority to issue is 150,000,000 shares of Common Stock, par value $0.0001 per share, and 1,000,000 shares of Preferred Stock, par value $0.0001 per share.”

     RESOLVED, that the second sentence of Article SEVENTH of the Second Restated Certificate of Incorporation of the Corporation be amended in its entirety to read as follows:

“Subject to the rights of any holder of any class or series of Preferred Stock, the Board of Directors shall consist of not less than one (1) nor more than eleven (11) members, the exact number of which shall be fixed from time to time by the Board of Directors.”

     RESOLVED, that Article SEVENTH of the Second Restated Certificate of Incorporation of the Corporation be amended to add the following sentence at the end thereof:

“A director of the Corporation may only be removed from office for cause by action of the holders of a majority of the voting power of the issued and

outstanding capital stock of the Corporation entitled to vote at an election of directors.”

     SECOND: The amendments were approved by the stockholders of the Corporation at a special meeting in accordance with Section 242 of the General Corporation Law of the State of Delaware.

*      *      *

     IN WITNESS WHEREOF, CROSS SHORE ACQUISITION CORPORATION has caused this Certificate of Amendment to be executed by its Chief Executive Officer this 29th day of August, 2007.

CROSS SHORE ACQUISITION CORPORATION
By: Name:	/s/ Dennis M. Smith Dennis M. Smith
Title:	Chief Executive Officer

                    State of Delaware

                  Secretary of State

              Division of Corporations

           Delivered 12:08 PM 04/24/2006

            FILED 11:50 AM 04/24/2006

          SRV 060376047 – 4089101 FILE

SECOND RESTATED CERTIFICATE OF INCORPORATION
(BEFORE PAYMENT OF
ANY PART OF THE CAPITAL)

OF

CROSS SHORE ACQUISITION CORPORATION

Pursuant to § 241 & 245 of the General Corporation Law
of the State of Delaware

     It is hereby certified that:

          1. The name of the Corporation (hereinafter called the “Corporation”) is Cross Shore Acquisition Corporation.

          2. The Corporation has not received any payment for any of its stock.

          3. This Second Restated Certificate of Incorporation of the Corporation restates, integrates and further amends the Restated Certificate of Incorporation of the Corporation. The text of the Restated Certificate of Incorporation of the Corporation is restated to read in its entirety, as follows:

          FIRST: The name of the Corporation is Cross Shore Acquisition Corporation.

          SECOND: The address of the Corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street in the City of Wilmington, County of New Castle, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.

          THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware (the “DGCL”).

- 1 -

          FOURTH:

          Part A. Authorized Capital.

          The total number of shares which the Corporation shall have authority to issue is 74,800,000 shares of Common Stock, par value $ 0.0001 per share, and 1,000,000 shares of Preferred Stock, par value $0.0001 per share.

          Part B. Preferred Stock.

          Authority is hereby expressly vested in the Board of Directors of the Corporation (the “Board of Directors”) without further action by the Corporation’s stockholders, subject to the provisions of this Article FOURTH of this Certificate of Incorporation and to the limitations prescribed by applicable law, to authorize the issuance from time to time in one (1) or more classes or series of any number of shares of Preferred Stock (“Preferred Stock”) which number of shares may at any time or from time to time be increased or decreased by the Board of Directors of the Corporation notwithstanding that shares of such series may be outstanding at such time of increase or decrease; provided that the aggregate number of shares issued and not canceled of any and all such classes and series shall not exceed the total number of shares of Preferred Stock hereinabove authorized and not decreased, and with distinctive class or serial designations, all as are stated in this Article FOURTH of this Certificate of Incorporation or as shall hereafter be stated and expressed in the resolution or resolutions providing for the issuance of such shares of Preferred Stock from time to time adopted by the Board of Directors pursuant to authority so to do, which is hereby vested in the Board of Directors. Each class or series of shares of Preferred Stock:

          (a) may have such voting powers, full or limited, including the right to elect one (1) or more directors of the Corporation (the “Directors”), or may be without voting powers;

          (b) may be subject to redemption at such time or times and at such prices as may be determined by the Board of Directors;

- 2 -

          (c) may be entitled to receive dividends (which may be cumulative or non- cumulative) at such rate or rates, on such conditions and at such times, and payable in preference to, or in such relation to, the dividends payable on any other class or classes or series of stock, and if any such class or series of Preferred Stock shall be entitled to receive a preference over any other class or classes or series of stock with respect to the payment of dividends, such class or series of Preferred Stock shall also be entitled, in the event that the Corporation defaults on its obligation to pay such dividends, to elect one (1) or more Directors to the Board of Directors;

          (d) may have such rights upon the voluntary or involuntary liquidation, dissolution or winding up of, or upon any distribution of, the assets of the Corporation;

          (e) may be made convertible into or exercisable, redeemable or exchangeable for, shares of any other class or classes or of any other series of the same or any other class or classes or series of shares of the Corporation at such price or prices or at such rates of exchange and with such adjustments;

          (f) may be entitled to the benefit of a sinking fund to be applied to the purchase or redemption of shares of such class or series in such amount or amounts;

          (g) may be entitled to the benefit of conditions and restrictions upon the creation of indebtedness of the Corporation or any subsidiary, upon the issuance of any additional shares (including additional shares of such class or series or of any other class or series) and/or upon the payment of dividends or the making of other distributions on, and the purchase, redemption or other acquisition by or on behalf of the Corporation or any subsidiary of, any outstanding shares of the Corporation; and

          (h) may have such other relative, participating, optional or other special rights, qualifications, limitations or restrictions thereof; all as shall be stated in this Article FOURTH of this Certificate of Incorporation or in said resolution or resolutions providing for the

- 3 -

issuance of such shares of Preferred Stock. Any of the powers, designations, preferences, rights and qualifications, limitations or restrictions of any such class or series of Preferred Stock may be made dependent upon facts ascertainable outside of this Certificate of Incorporation or any amendment hereto, or outside the resolution or resolutions providing for the issuance of such Preferred Stock adopted by the Board of Directors pursuant to the authority vested in it by this Part B of this Article FOURTH of this Certificate of Incorporation; provided that the manner in which such facts shall operate upon the powers, designations, preferences, rights and qualifications, limitations or restrictions of such class or series of Preferred Stock is clearly and expressly set forth in this Certificate of Incorporation, or of any amendment hereto, or in the resolution or resolutions providing for the issuance of such Preferred Stock adopted by the Board of Directors. The term “facts,” as used in the immediately preceding sentence shall have the meaning given to it in Section 151 (a) of the DGCL (or any successor statute). Shares of Preferred Stock of any class or series that have been redeemed or repurchased (whether through the operation of a sinking fund or otherwise) or that if convertible, exercisable, redeemable or exchangeable, have been converted into, or exercised, redeemed or exchanged for, shares of any other class or classes or series shall have the status of authorized and unissued shares of Preferred Stock of the same class or series and may be reissued as a part of the class or series of which they were originally a part or may be reclassified and reissued as part of a new class or series of shares of Preferred Stock to be created by resolution or resolutions of the Board of Directors or as part of any other class or series of shares of Preferred Stock, all subject to the conditions or restrictions on issuance set forth in the resolution or resolutions adopted by the Board of Directors providing for the issuance of any class or series of shares of Preferred Stock.

          Part C. Share Issuances.

          Between the date of the IPO and the earlier of (a) the date of consummation of a Qualified Business Combination and (b) the Qualified Business Combination Deadline (all as

- 4 -

defined below), the Corporation will not issue any additional shares of capital stock, except in connection with such Qualified Business Combination (including the financing thereof).

          FIFTH: The following provisions (A) through (E) shall apply during the period commencing upon admission to trading of the Corporation’s securities on the Alternative Investment Market of the London Stock Exchange plc (the “IPO”) and terminating upon the earlier of the earlier of consummation of any “Qualified Business Combination” and the “Qualified Business Combination Deadline”. A “Business Combination” shall mean an acquisition or the acquisition of control of, through a merger, capital stock exchange, asset acquisition, stock purchase, scheme of arrangement or other similar business combination transaction, of one or more operating businesses by the Corporation (a “Target Business”). A “Qualified Business Combination” shall mean a Business Combination which, either on its own or which when combined with all of the Corporation’s previous Business Combinations, has an aggregate transaction value (calculated in accordance with Part F below) of at least 50% of the initial amount placed in the Trust Fund (as defined below).

          Part A. Prior to the consummation of any Business Combination, the Corporation shall submit such Business Combination to its stockholders for approval regardless of whether the Business Combination is of a type which normally would require such stockholder approval under the DGCL. In the event that a majority of the IPO Shares (as defined below) cast at the meeting to approve the Business Combination are voted for the approval of such Business Combination, the Corporation shall be authorized to consummate the Business Combination.

          Part B. In the event that a Business Combination is approved in accordance with the above Part A and is consummated by the Corporation, any stockholder of the Corporation holding shares of Common Stock issued in the Corporation’s IPO of securities (“IPO Shares”) who voted against the Business Combination may, contemporaneous with such

- 5 -

vote, demand that the Corporation convert a certain number of his IPO Shares into cash, where such number is equal to the total number of IPO Shares held by him multiplied by a fraction, the numerator of which is equal to the amount of funds held in the Trust Fund (as defined below) immediately before the Business Combination and the denominator of which is equal to the amount of funds placed in the Trust Fund as a result of the IPO (including as a result of any price stabilization procedures), less any funds previously used to convert IPO Shares into cash; provided, however, that such fraction shall be deemed never to exceed 1.0. For the purposes of the foregoing computation, net interest earned on the funds held in the Trust Fund shall be excluded from the numerator and denominator. If so demanded, the Corporation shall convert such shares at a per share conversion price equal to $5.50 (such conversion, a “Repurchase Right”). “Trust Fund” shall mean the trust account established by the Corporation at the consummation of its IPO and into which a certain amount of the net proceeds of the IPO are deposited.

          Part C. (a) In the event that the Corporation does not consummate any Business Combination by the later of (i) 12 months after the consummation of the IPO or (ii) 18 months after the consummation of the IPO (in the event that either a letter of intent, an agreement in principle or a definitive agreement in respect of a proposed Business Combination was signed but not consummated within such 12 month period (such later date, subject to extension as provided herein, being referred to as the “Qualified Business Combination Deadline”)), the officers of the Corporation shall take all such action necessary to dissolve and liquidate the Corporation as soon as reasonably practicable. In the event that the Corporation is so dissolved and liquidated, only the holders of IPO Shares (at such time) shall be entitled to receive liquidating distributions and the Corporation shall pay no liquidating distributions with respect to any other shares of capital stock of the Corporation.

- 6 -

          (b) Notwithstanding the provisions of Part C(a), if the Corporation seeks the approval of stockholders to extend such Qualified Business Combination Deadline, and such extension is approved by a majority of stockholders as contemplated by Part D below, each stockholder that voted against such extension shall be entitled at its election to a Repurchase Right substantially as provided in Part B of this Article mutatis mutandis, with the proportion of shares to be so repurchased calculated by reference to the amount in the Trust Fund immediately before such extension was so approved, exclusive of net interest thereon.

          Part D. (a) In the event that the Corporation consummates one or more Business Combinations by the Qualified Business Combination Deadline (as it may be extended), but has not consummated a Qualified Business Combination, the Corporation will send a notice of election (a “Notice of Election”) to all holders of record of IPO Shares notifying them of their ability to exercise a Repurchase Right in respect of a portion of their IPO Shares (an “Election,” and such electing holders of IPO Shares, “Electing Stockholders”).

          (b) In the case of each Electing Stockholder, the number of IPO Shares as to which it shall be entitled to make such an election shall equal the total number of IPO Shares held by him, multiplied by a fraction, the numerator of which is equal to the difference between (x) the amount of funds initially placed in the Trust Fund as a result of the IPO (including as a result of stabilization procedures) and (y) the aggregate amount of funds released from the Trust Fund in connection with the consummation of Business Combinations, and the denominator of which is the amount of funds initially placed in the Trust Fund as a result of the IPO (including as a result of stabilization procedures), in all cases exclusive of interest thereon. The price per share subject to such Repurchase Right shall be the lesser of $5.50 and the total amount of funds held in the Trust Fund as of the Qualified Business Combination Deadline (including any net interest), divided by the aggregate number of IPO Shares as to which Electing Stockholders have duly exercised Repurchase Rights.

- 7 -

          (c) Subject to applicable law, the Corporation shall then repurchase, for par value, such number of shares of Common Stock of the Corporation as are then held by members of the Board of Directors and their affiliates and Sunrise Securities Corp. (other than the IPO Shares) (the “Interested Shares”) (pro rata to their respective holdings), if any, so that the total number of Interested Shares represents no more than 25% of the total number of issued and outstanding Common Stock of the Corporation after such repurchase.

          (d) For the avoidance of doubt, if such event as described in Part D(a) should occur, the Corporation is not required to be liquidated or dissolved.

          Part E. A holder of IPO Shares shall be entitled to receive distributions from the Trust Fund only in the event of a liquidation of the Corporation or in the event he demands conversion of his shares in accordance with Part B, Part C or Part D above. In no other circumstances shall a holder of IPO Shares have any right or interest of any kind in or to the Trust Fund.

          Part F. For purposes of this Article FIFTH, “transaction value” shall mean the sum of (i) any cash and fair market value of any property used as consideration in connection with a Business Combination, (ii) any net debt capitalised lease obligations and obligations under a letter of credit or similar, assumed and/or incurred in connection with such Business Combination, (iii) in the case of a Qualified Business Combination only, the value of any stock or preferred stock used as consideration in connection with such business combination as determined by an independent investment banking firm, and (iv) all transaction costs incurred to complete the business combination.

          SIXTH: [Reserved].

          SEVENTH: The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. Subject to the rights of any holder of any class or

- 8 -

series of Preferred Stock, the Board of Directors shall consist of not less than one (1) nor more than five (5) members, the exact number of which shall be fixed from time to time by the Board of Directors. In addition to the powers and authority hereinbefore or by statute expressly conferred upon them, the Directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject, nevertheless, to the provisions of the DGCL, this Certificate of Incorporation, and any By-Laws of the Corporation adopted by the stockholders or the Directors; provided, however, that no By-Laws of the Corporation hereafter adopted by the stockholders or the Directors shall invalidate any prior act of the Directors which would have been valid if such By-Laws of the Corporation had not been adopted. Advance notice of nominations for the election of Directors shall be given in the manner and to the extent provided in the By-Laws of the Corporation. Elections of Directors need not be by written ballot except and to the extent provided in the By-Laws of the Corporation. Each Director shall be entitled to one (1) vote per director on all matters voted or acted upon by the Board of Directors or any duly constituted committee of which such Director is a member at the time of such vote or action. The Directors shall be divided into three (3) classes, designated Class I, Class II and Class III. Each class shall consist, as nearly as may be possible, of one-third of the total number of Directors constituting the entire Board of Directors. To the extent any additional directors are elected or appointed prior to the Corporation’s first Annual Meeting of Stockholders, the directors of the Corporation shall determine the class of such additional directors. The directors in Class I shall be elected for a term expiring at the first Annual Meeting of Stockholders, the directors in Class II shall be elected for a term expiring at the second Annual Meeting of Stockholders and the directors in Class III shall be elected for a term expiring at the third Annual Meeting of Stockholders. At each annual meeting of stockholders, successors to the class of Directors whose term expires at that annual meeting shall be elected for a three-year term. If the number of Directors is changed, any increase or decrease

- 9 -

shall be apportioned among the classes so as to maintain the number of Directors in each class as nearly equal as possible, and any additional Directors of any class elected to fill a vacancy resulting from an increase in such class shall hold office for a term that shall coincide with the remaining term of that class, but in no case will a decrease in the number of Directors shorten the term of any incumbent Director. A Director shall hold office until the annual meeting for the year in which such Director’s term expires and until such Director’s successor shall be elected and shall qualify, subject, however, to prior death, resignation, retirement, disqualification or removal from office. Any vacancy on the Board of Directors, howsoever resulting, may be filled by a majority of the Directors then in office, even if less than a quorum, or by a sole remaining Director. Any Director elected to fill a vacancy shall hold office for a term that shall coincide with the term of the class to which such Director shall have been elected.

          Notwithstanding the foregoing, whenever the holders of any one (1) or more classes or series of Preferred Stock shall have the right, voting separately by class or series, to elect one (1) or more Directors at an annual or special meeting of stockholders, the election, term of office, filling of vacancies and other features of such directorships shall be governed by the terms of this Certificate of Incorporation or in any resolution or resolutions adopted by the Board of Directors providing for the issuance of any class or series of Preferred Stock, and such Directors so elected shall not be divided into classes pursuant to this Article SEVENTH of this Certificate of Incorporation unless expressly provided by such terms.

          EIGHTH: Elections of directors need not be by written ballot unless the by-laws of the Corporation shall otherwise provide.

          NINTH: A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director; provided, however, that the foregoing shall not eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or

- 10 -

omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of Delaware, or (iv) for any transaction from which the director derived an improper personal benefit. If the General Corporation Law of Delaware is hereafter amended to permit further elimination or limitation of the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law of Delaware as so amended. Any repeal or modification of this Article NINTH by the stockholders of the Corporation or otherwise shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

          TENTH: The Board of Directors shall have the power, without assent or vote of the stockholders, to make, alter, amend, change, add to or repeal the Corporation’s Bylaws, as provided in the Corporation’s Bylaws.

          ELEVENTH: The Corporation reserves the right to amend, alter, change, or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation; notwithstanding this Article ELEVENTH, the affirmative vote of at least seventy-five percent (75%) of the holders of common stock voting on the proposal shall be required to amend Article FIFTH of this Certificate of Incorporation. In the event of any amendment to said Article FIFTH, any stockholder that voted against the proposed amendment shall be entitled at its election to a Repurchase Right substantially as provided in Part B of Article FIFTH mutatis mutandis, with the proportion of shares to be so repurchased calculated by reference to the amount in the Trust Fund immediately before such amendment was so approved, exclusive of net interest thereon.

- 11 -

          4. The amendments of the Restated Certificate of Incorporation of the Corporation herein certified were duly adopted, pursuant to the provisions of Section 241 & 245 of the General Corporation Law of the State of Delaware, by its board of directors.

     Signed on April 23^rd, 2006

/s/ Dennis M. Smith Dennis M. Smith

President, Secretary

- 12 -

EX-3.2

Exhibit 3.2

RESTATED BY-LAWS OF

CROSS SHORE ACQUISITION CORPORATION

(A Delaware Corporation)

ARTICLE I

Offices

          SECTION 1. Registered Office. The registered office of the Corporation within the State of Delaware shall be in the City of Wilmington, County of New Castle.

          SECTION 2. Other Offices. The Corporation may also have an office or offices other than said registered office at such place or places, either within or without the State of Delaware, as the Board of Directors shall from time to time determine or the business of the Corporation may require.

ARTICLE II

Meetings of Stockholders

          SECTION 1. Place of Meetings. All meetings of the stockholders for the election of directors or for any other purpose shall be held at any such place, either within or without the State of Delaware, as shall be designated from time to time by the Board of Directors and stated in the notice of meeting or in a duly executed waiver thereof.

          SECTION 2. Annual Meeting. The annual meeting of stockholders, shall be held at such date and time as shall be designated from time to time by the Board of Directors and stated in the notice of meeting or in a duly executed waiver thereof. At such annual meeting, the stockholders shall elect, by a plurality vote, a Board of Directors and transact such other business as may properly be brought before the meeting.

          SECTION 3. Special Meetings. Special meetings of stockholders, unless otherwise prescribed by statute, may be called at any time by the Board of Directors or the Chairman of the Board, if one shall have been elected, or the President and shall be called by the Secretary upon the request in writing of a stockholder or stockholders holding of record at least 50 percent of the voting power of the issued and outstanding shares of stock of the Corporation entitled to vote at such meeting.

          SECTION 4. Notice of Meeting. Except as otherwise expressly required by statute, written notice of each annual and special meeting of stockholders stating the date, place and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given to each stockholder of record entitled to vote thereat not less than ten nor more than sixty days before the date of the meeting. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice. Notice shall be given personally or by mail and, if by mail, shall be sent in a postage prepaid envelope, addressed to the stockholder at his address as it appears on the records of the Corporation.

Notice by mail shall be deemed given at the time when the same shall be deposited in the United States mail, postage prepaid. Notice of any meeting shall not be required to be given to any person who attends such meeting, except when such person attends the meeting in person or by proxy for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened, or who, either before or after the meeting, shall submit a signed written waiver of notice, in person or by proxy. Neither the business to be transacted at, nor the purpose of an annual or special meeting of stockholders need be specified in any written waiver of notice.

          SECTION 5. List of Stockholders. The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten days before each meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, showing the address of and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city, town or village where the meeting is to be held, which place shall be specified in the notice of meeting, or, if not specified, at the place where the meeting is to be held. The list shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

          SECTION 6. Quorum, Adjournments. The holders of a majority of the voting power of the issued and outstanding stock of the Corporation entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of stockholders, except as otherwise provided by statute or by the Certificate of Incorporation. If, however, such quorum shall not be present or represented by proxy at any meeting of stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented by proxy. At such adjourned meeting at which a quorum shall be present or represented by proxy, any business may be transacted which might have been transacted at the meeting as originally called. If the adjournment is for more than thirty days, or, if after adjournment a new record date is set, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

          SECTION 7. Organization. At each meeting of stockholders, either the Chairman of the Board or the President may act as chairman of the meeting. The Secretary or any person whom the chairman of the meeting shall appoint as secretary of the meeting shall act as secretary of the meeting and keep the minutes thereof. The chairman of the meeting shall have the right to adopt and enforce rules for the conduct of the meeting, including, without limitation, determinations with regard to the validity of proxies submitted in respect of the matters to be voted upon at the meeting, the appointment of a secretary of the meeting to keep the minutes thereof and the adjournment of the meeting to a later date as determined by the chairman in his or her sole discretion, in each case only to the extent such rules of conduct adopted by the chairman are not prohibited under the Delaware General Corporation Law.

          SECTION 8. Order of Business. The order of business at all meetings of the stockholders shall be as determined by the chairman of the meeting.

- 2 -

          SECTION 9. (a) Voting. Except as otherwise provided by statute or the Certificate of Incorporation and subject to the provisions set forth in paragraph (b) below, each stockholder of the Corporation shall be entitled at each meeting of stockholders to one vote for each share of capital stock of the Corporation standing in his name on the record of stockholders of the Corporation:

               (i) on the date fixed pursuant to the provisions of Section 7 of Article V of these By-Laws as the record date for the determination of the stockholders who shall be entitled to notice of and to vote at such meeting; or

               (ii) if no such record date shall have been so fixed, then at the close of business on the day next preceding the day on which notice thereof shall be given, or, if notice is waived, at the close of business on the date next preceding the day on which the meeting is held.

     Subject to the provisions set forth in paragraph (b) below, each stockholder entitled to vote at any meeting of stockholders may authorize another person or persons to act for him by a proxy signed by such stockholder or his attorney-in-fact, but no proxy shall be voted after three years from its date, unless the proxy provides for a longer period. Any such proxy shall be delivered to the secretary of the meeting at or prior to the time designated in the order of business for so delivering such proxies. When a quorum is present at any meeting, the vote of the holders of a majority of the voting power of the issued and outstanding stock of the Corporation entitled to vote thereon, present in person or represented by proxy, shall decide any question brought before such meeting, unless the question is one upon which by express provision of statute or of the Certificate of Incorporation or of these By-Laws, a different vote is required, in which case such express provision shall govern and control the decision of such question. Unless required by statute, or determined by the chairman of the meeting to be advisable, the vote on any question need not be by ballot. On a vote by ballot, each ballot shall be signed by the stockholder voting, or by his proxy, if there by such proxy, and shall state the number of shares voted.

          (b) Notification of Certain Interests in Stock, etc. The provisions of this paragraph (b) shall apply from the date of initial admission of any “Relevant Corporation Stock” (as hereinafter defined) to trading on the Alternative Investment Market of the London Stock Exchange plc, and shall terminate as of any subsequent date that there is no Relevant Corporation Stock admitted to trading on said market or any successor market thereto, provided that as of the date of such termination the Corporation is subject to periodic reporting requirements under the US Securities Exchange Act of 1934, as amended.

          Part A. Notification to Corporation of Interest in Relevant Corporation Stock.

          Where a stockholder:

               (i) knows that he has acquired an interest in Relevant Corporation Stock or that any other person has acquired an interest in Relevant Corporation Stock of which he is a registered holder, or ceases to be interested in Relevant Corporation Stock or knows that any other person has ceased to be interested in Relevant Corporation Stock of which he is the registered holder (whether or not retaining an interest in other Relevant Corporation Stock); or

- 3 -

               (ii) becomes aware that he has acquired an interest in Relevant Corporation Stock or that any other person has acquired an interest in Relevant Corporation Stock of which he is a registered holder, or becomes aware that he has ceased to be interested in Relevant Corporation Stock or that any other person has ceased to be interested in Relevant Corporation Stock of which he is the holder of record; or

               (iii) other than in circumstances within sub-Part A(i) or A(ii) of this section 9:

1.	is aware at the time when it occurs of any change of circumstances affecting facts relevant to the application of this section 9 to an existing interest of his in Relevant Corporation Stock or an existing interest of any other person in Relevant Corporation Stock of which he is the registered holder, or
2.	otherwise becomes aware of any such facts (whether or not arising from any such change of circumstances),

          then he shall become obliged to notify the Corporation of (A) his interests (if any), in Relevant Corporation Stock and (B) to the extent he is lawfully able to do so, the interests of any other person in Relevant Corporation Stock of which he is the registered holder and, in the case of (B) only, shall use his reasonable endeavors to procure that such person notifies his interests in Relevant Corporation Stock to the Corporation.

               (iv) A stockholder shall notify the Corporation of his interests (if any) in Relevant Corporation Stock if:

1.	he has a notifiable interest immediately after the relevant time, but did not have such an interest immediately before that time;
2.	he had a notifiable interest immediately before the relevant time, but does not have such an interest immediately after it; or
3.	he had a notifiable interest immediately before the relevant time, and has such an interest immediately after it, but the percentage levels of his interest immediately before and immediately after that time are not the same so that his interest is in a different percentile above 3%.

               (v) A stockholder shall, to the extent he is lawfully able to do so, notify the Corporation of the interests of any other person in the Relevant Corporation Stock of which he is the registered holder and use his reasonable endeavors to procure that such person makes such notification to the Corporation if:

1.	such person has a notifiable interest immediately after the relevant time, but did not have such an interest immediately before that time; or
2.	such person had a notifiable interest immediately before the relevant time, but not such an interest immediately after it; or

- 4 -

3. such person had a notifiable interest immediately prior to the relevant time, and such an interest immediately after it, but the percentage levels of his interest immediately before and immediately after that time are not the same.

          In furtherance, but not in limitation, of the foregoing, each stockholder shall be required, in connection with casting a vote on any matter submitted to a stockholder vote or appointing a proxy to cast such a vote, to certify that he has complied with his obligations under this
Section 9 or to provide any notification then required thereunder. Unless otherwise resolved by the Board of Directors, any stockholder failing to provide such certification or notice shall be deemed not to have properly cast a vote or appointed a proxy and such vote or proxy appointment shall be disregarded for purposes of determining the number of shares voted on the matter.

               (vi) Any notification required by Parts A(i), A(ii) or A(iii) of this section 9 must be made in writing to the Corporation within the period of 2 days next following the day on which that obligation arises.

               (vii) The notification shall specify the class or series of the Corporation’s stock to which it relates, the class and series of class to which it relates, the type of other warrant, option or derivative security or right to which it relates (if applicable) and must also:

1.	state the number of shares of stock in that class or series of the Corporation’s stock in which the person making the notification knows he (or any other relevant person) had interests immediately after the time when the obligation arose; or
2.	in case where the person making the notification (or any other relevant person) no longer has a notifiable interest in shares of stock in that class or series of the Corporation’s stock, state that he (or that person) no longer has that interest.

               (viii) A notification (other than one stating that a person no longer has a notifiable interest) shall include the following particulars, so far as known to the person making the notification at the date when it is made:

1.	the identity of each registered holder of shares of stock to which the notification relates and the number of such shares of stock held by each of them; and
2.	the nature of the relevant interests in such shares of stock.

               (ix) A person who has an interest in Relevant Corporation Stock or knows or becomes aware that any other person has an interest in Relevant Corporation Stock of which he is the registered holder, that interest being notifiable, shall notify (and, if applicable, use his reasonable endeavours to procure that such other person shall notify) the Corporation in writing:

1.	of any particulars in relation to those shares of stock which are specified in Part A(x); and
2.	of any change in those particulars,

- 5 -

          of which in either case he becomes aware at any time after any interest notification date and before the first occasion following that date on which he comes under any further obligation of disclosure with respect to his interest in that class or series of the Corporation’s stock. A notification required under this Part A(xi) shall be made within the period of 2 days next following the day on which it arises. The reference to an “interest notification date,” in relation to a person’s interest in Relevant Corporation Stock, is to either (A) the date of any notification made or procured by him with respect to his or any other person’s interest under this Part or (B) where he has failed to make or use his reasonable endeavors to procure a notification, the date on which the period allowed for making it came to an end.

               (x) A person who at any time has an interest in stock which is notifiable is to be regarded under Part A(xi) as continuing to have a notifiable interest in them unless and until the registered holder of the shares of stock in question comes under obligation to make or use his reasonable endeavors to procure a notification stating that he (or any other relevant person) no longer has such an interest in those shares of stock.

               (xi) Where a person authorizes another (the “agent”) to acquire or dispose of, on his behalf, interests in Relevant Corporation Stock, he shall secure that the agent notifies him immediately of acquisitions or disposals effected by the agent which will or may give rise to any obligation of disclosure imposed on him by this Part with respect to his interest in that class or series of the Corporation’s stock.

          Part B. Definitions. For purposes of this section 9, the following definitions shall apply as follows:

               (i) “Relevant Corporation Stock” means: (A) the total of the par value of the Corporation’s issued shares of all classes of stock carrying rights to vote in all circumstances at annual, special or any other meetings of the stockholders or to take action by written consent in lieu of meeting; and (B) the total of the Corporation’s issued warrants to purchase shares of the Corporation’s stock, and, for the avoidance of doubt: (C) references to Relevant Corporation Stock are to issued shares and warrants taken separately; and (D) where the Corporation has issued various classes of stock or warrants, references to Relevant Corporation Stock are to the par value of all issued shares of stock, or the total of the issued warrants, for each such class taken separately;

               (ii) “interest” or “interested” means, in relation to the Relevant Corporation Stock, any interest of any kind whatsoever (whether direct, indirect or otherwise) in any stock comprised therein (disregarding any restraints or restrictions to which the exercise of any right attached to the interest in the share of stock is, or may be, subject) and without limiting the meaning of “interest” a person shall be taken to have an interest in a share of stock if:

1.	he enters into a contract for its purchase by him (whether for cash or other consideration); or
2.	not being the registered holder, he is entitled to exercise any right conferred by the holding of the stock or is entitled to control the exercise or non-exercise of any such right; or

- 6 -

3.	he is a beneficiary of a trust where the property held in trust includes an interest in the stock; or
4.	otherwise than by virtue of having an interest under a trust, he has a right to call for delivery of the stock to himself or to his order; or
5.	otherwise than by virtue of having an interest under a trust, he has a right to acquire an interest in the stock or is under an obligation to take an interest in the stock; or
6.	he has a right to subscribe for the stock.

whether in any case the contract, right or obligation is absolute or conditional, legally enforceable or not and evidenced in writing or not, and it shall be immaterial that a share in which a person has an interest is unidentifiable;

               (iii) a person who has an interest in stock that is part of the Relevant Corporation Stock has a “notifiable interest” at any time when the aggregate par value of the stock in which he has such interests is equal to or more than 3 per cent (3%) of the par value of that class or series of the Corporation’s stock;

               (iv) a person is taken to be interested in any shares of stock in which his spouse or any infant child or step-child of his is interested; and “infant” means a person under the age of 18 years;

               (v) a person is taken to be interested in shares of stock if any corporation, person, partnership, limited partnership, limited liability company, trust or other any other entity is interested in them and:

1.	that entity or its directors are accustomed to act or required to act in accordance with that person(s) directions or instructions; or
2.	that person is entitled to exercise or control the exercise of one-third or more of the voting power at general meetings of that entity,
3.	PROVIDED THAT (A) where a person is entitled to exercise or control the exercise of one-third or more of the voting power at general meetings of an entity and that entity is entitled to exercise or control the exercise of any of the voting power at general meetings of another entity (“the effective voting power”) then, for purposes of this section 9, subPart A(v)(2) above, the effective voting power is taken as exercisable by that person and (B) for purposes of this sub-Part A(v)(3), a person is entitled to exercise or control the exercise of voting power if he has a right (whether subject to conditions or not, whether presently or in the future) the exercise of which would make him so entitled or he is under an obligation (whether or not so subject) the fulfillment of which would make him so entitled.

               (vi) “percentage level,” means the percentage figure found by expressing the aggregate par value of all the stock in the class or series of the Corporation’s stock concerned in which the person has interests immediately before or (as the case may be)

- 7 -

immediately after the relevant time as percentage of the par value of that class or series of the Corporation’s stock and rounding that figure down, if it is not a whole number, to the next whole number. Where the par value of that class or series of the Corporation’s stock is greater immediately after the relevant time than it was immediately before, the percentage level of the person’s interest immediately before (as well as immediately after) that time is determined by reference to the larger amount.

               (vii) “relevant time” means:

1.	in a case within the meaning of sub-Parts A(i) or A(iii)(1) of this Section 9, the time of the relevant event or change of circumstances; and
2.	in a case within the meaning of Part A(ii) or Part A(iii)(2) of this Section 9, the time at which the person became aware of the facts in question.

          Part C. Power of the Corporation to Investigate Interests in Stock.

               (i) The Corporation may by notice in writing request any person whom the Corporation knows or has reasonable cause to believe to be or, at any time during the 3 years immediately preceding the date on which the notice is issued, to have been interested in Relevant Corporation Stock:

1.	to confirm that fact or (as the case may be) to indicate whether or not it is the case; and
2.	where he holds or has during that time held an interest (whether or not notifiable) in Relevant Corporation Stock, to give such further information as may be requested in accordance with Part C(ii) below.

               (ii) A notice under Part C(i) may request the person to whom it is addressed:

1.	to give particulars of his own past or present interest in Relevant Corporation Stock (held by him at any time during the 3-year period mentioned in Part C(i));
2.	where the interest is a present interest and any other interest in the shares of stock subsists or, in any case, where another interest in the shares of stock subsisted during that 3-year period at any time when his own interest subsisted, to give (so far as is within his knowledge) such particulars with respect to that other interest as may be requested by the notice including, without limitation, of the identity of persons interested in the shares of stock in question;
3.	where his interest is a past interest, to give (so far as is within his knowledge) particulars of the identity of the person who held that interest immediately upon his ceasing to hold it.

               (iii) A notice under Part C(i) shall request any information given in response to the notice to be given in writing within such time as may be specified in the notice, being a period of not less than 14 days following service thereof.

- 8 -

               (iv) This Part applies in relation to a person who has or previously had, or is or was entitled to acquire, a right subscribed for shares of stock in the Corporation which would on issue be Relevant Corporation Stock as it applies in relation to a person who is or was interested in Relevant Corporation Stock; and references above in this section to an interest in Relevant Corporation Stock and to shares of Relevant Corporation Stock are to be read accordingly in any case as including respectively any such right and shares which would on issue be Relevant Corporation Stock.

          SECTION 10. Inspectors. The Board of Directors may, in advance of any meeting of stockholders, appoint one or more inspectors to act at such meeting or any adjournment thereof. If any of the inspectors so appointed shall fail to appear or act, the chairman of the meeting shall, or if inspectors shall not have been appointed, the chairman of the meeting may, appoint one or more inspectors. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability. The inspectors shall determine the number of shares of capital stock of the Corporation outstanding and the voting power of each, the number of shares represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the results, and do such acts as are proper to conduct the election or vote with fairness to all stockholders. On request of the chairman of the meeting, the inspectors shall make a report in writing of any challenge, request or matter determined by them and shall execute a certificate of any fact found by them. No director or candidate for the office of director shall act as an inspector of an election of directors. Inspectors need not be stockholders.

          SECTION 11. Action by Consent. Whenever the vote of stockholders at a meeting thereof is required or permitted to be taken for or in connection with any corporate action, by any provision of statute or of the Certificate of Incorporation or of these By-Laws, the meeting and vote of stockholders may be dispensed with, and the action taken without such meeting and vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares of stock of the Corporation entitled to vote thereon were present and voted.

ARTICLE III

Board of Directors

          SECTION 1. General Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. The Board of Directors may exercise all such authority and powers of the Corporation and do all such lawful acts and things as are not by statute or the Certificate of Incorporation directed or required to be exercised or done by the stockholders.

          SECTION 2. Number, Qualifications, Election and Term of Office. The Board of Directors shall consist of not less than one (1) nor more than eleven (11) directors, the exact

- 9 -

number of which shall be fixed from time to time by the Board of Directors. Thereafter, the number of directors may be fixed, from time to time, by the affirmative vote of a majority of the entire Board of Directors or by action of the stockholders of the Corporation. Any decrease in the number of directors shall be effective at the time of the next succeeding annual meeting of stockholders unless there shall be vacancies in the Board of Directors, in which case such decrease may become effective at any time prior to the next succeeding annual meeting to the extent of the number of such vacancies. Directors need not be stockholders. Except as otherwise provided by statute or these By-Laws, the directors (other than members of the initial Board of Directors) shall be elected at the annual meeting of stockholders. Each director shall hold office until his successor shall have been elected and qualified, or until his death, or until he shall have resigned, or have been removed, as hereinafter provided in these By-Laws.

          SECTION 3. Place of Meetings. Meetings of the Board of Directors shall be held at such place or places, within or without the State of Delaware, as the Board of Directors may from time to time determine or as shall be specified in the notice of any such meeting.

          SECTION 4. Annual Meeting. The Board of Directors shall meet for the purpose of organization, the election of officers and the transaction of other business, as soon as practicable after each annual meeting of stockholders, on the same day and at the same place where such annual meeting shall be held. Notice of such meeting need not be given. In the event such annual meeting is not so held, the annual meeting of the Board of Directors may be held at such other time or place (within or without the State of Delaware) as shall be specified in a notice thereof given as hereinafter provided in Section 7 of this Article III.

          SECTION 5. Regular Meetings. Regular meetings of the Board of Directors shall be held at such time and place as the Board of Directors may fix. If any day fixed for a regular meeting shall be a legal holiday at the place where the meeting is to be held, then the meeting which would otherwise be held on that day shall be held at the same hour on the next succeeding business day. Notice of regular meetings of the Board of Directors need not be given except as otherwise required by statute or these By-Laws.

          SECTION 6. Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board, if one shall have been elected, or by two or more directors of the Corporation or by the President.

          SECTION 7. Notice of Meetings. Notice of each special meeting of the Board of Directors (and of each regular meeting for which notice shall be required) shall be given by the Secretary as hereinafter provided in this Section 7, in which notice shall be stated the time and place of the meeting. Except as otherwise required by these By-Laws, such notice need not state the purposes of such meeting. Notice of each such meeting shall be mailed, postage prepaid, to each director, addressed to him at his residence or usual place of business, by first class mail, at least two days before the day on which such meeting is to be held, or shall be sent addressed to him at such place by telegraph, cable, telex, telecopier or other similar means, or be delivered to him personally or be given to him by telephone or other similar means, at least twenty-four hours before the time at which such meeting is to be held. Notice of any such meeting need not be given to any director who shall, either before or after the meeting, submit a signed waiver of notice or who shall attend such meeting, except when he shall attend for the

- 10 -

express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

          SECTION 8. Quorum and Manner of Acting. A majority of the entire Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, and, except as otherwise expressly required by statute or the Certificate of Incorporation or these By-Laws, the act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors. In the absence of a quorum at any meeting of the Board of Directors, a majority of the directors present thereat may adjourn such meeting to another time and place. Notice of the time and place of any such adjourned meeting shall be given to all of the directors unless such time and place were announced at the meeting at which the adjournment was taken, in which case such notice shall only be given to the directors who were not present thereat. At any adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called. The directors shall act only as a Board and the individual directors shall have no power as such.

          SECTION 9. Organization. At each meeting of the Board of Directors, the Chairman of the Board, if one shall have been elected, or, in the absence of the Chairman of the Board or if one shall not have been elected, the President (or, in his absence, another director chosen by a majority of the directors present) shall act as chairman of the meeting and preside thereat. The Secretary or, in his absence, any person appointed by the chairman shall act as secretary of the meeting and keep the minutes thereof.

          SECTION 10. Resignations. Any director of the Corporation may resign at any time by giving written notice of his resignation to the Corporation. Any such resignation shall take effect at the time specified therein or, if the time when it shall become effective shall not be specified therein, immediately upon its receipt. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

          SECTION 11. Vacancies. Any vacancy in the Board of Directors, whether arising from death, resignation, removal (with or without cause), an increase in the number of directors or any other cause, may be filled by the vote of a majority of the directors then in office, though less than a quorum, or by the sole remaining director or by the stockholders at the next annual meeting thereof or at a special meeting thereof. Each director so elected shall hold office until his successor shall have been elected and qualified.

          SECTION 12. Removal of Directors. A director of the Corporation may only be removed from office for cause by action of the holders of a majority of the voting power of the issued and outstanding capital stock of the Corporation entitled to vote at an election of directors.

          SECTION 13. Compensation. The Board of Directors shall have authority to fix the compensation, including fees and reimbursement of expenses, of directors for services to the Corporation in any capacity.

          SECTION 14. Committees. The Board of Directors may, by resolution passed by a majority of the entire Board of Directors, designate one or more committees, including an

- 11 -

executive committee, each committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Except to the extent restricted by statute or the Certificate of Incorporation, each such committee, to the extent provided in the resolution creating it, shall have and may exercise all the powers and authority of the Board of Directors and may authorize the seal of the Corporation to be affixed to all papers which require it. Each such committee shall serve at the pleasure of the Board of Directors and have such name as may be determined from time to time by resolution adopted by the Board of Directors. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors.

          SECTION 15. Action by Consent. Unless restricted by the Certificate of Incorporation, any action required or permitted to be taken by the Board of Directors or any, committee thereof may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of the Board of Directors or such committee, as the case may be.

          SECTION 16. Telephonic Meeting. Unless restricted by the Certificate of Incorporation, any one or more members of the Board of Directors or any committee thereof may participate in a meeting of the Board of Directors or such committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation by such means shall constitute presence in person at a meeting.

ARTICLE IV

Officers

          SECTION 1. Number and Qualifications. The officers of the Corporation shall be elected by the Board of Directors and shall include the President and the Secretary. If the Board of Directors wishes, it either may also elect as an officer of the Corporation a Chairman of the Board and may elect other officers (including one or more Vice Presidents, a Treasurer, one or more Assistant Treasurers and one or more Assistant Secretaries) as may be necessary or desirable for the business of the Corporation. Any two or more offices may be held by the same person, and no officer except the Chairman of the Board need be a director. Each officer shall hold office until his successor shall have been duly elected and shall have qualified, or until his death, or until he shall have resigned or have been removed, as hereinafter provided in these By-Laws.

          SECTION 2. Resignations. Any officer of the Corporation may resign at any time by giving written notice of his resignation to the Corporation. Any such resignation shall take effect at the time specified therein or, if the time when it shall become effective shall not be specified therein, immediately upon receipt. Unless otherwise specified therein, the acceptance of any such resignation shall not be necessary to make it effective.

- 12 -

          SECTION 3. Removal. Any officer of the Corporation may be removed, either with or without cause, at any time, by the Board of Directors at any meeting thereof.

          SECTION 4. Chairman of the Board. The Chairman of the Board, if one shall have been elected, shall be a member of the Board, an officer of the Corporation and, if present, shall preside at each meeting of the Board of Directors or the stockholders. He shall advise and counsel with the President, and in his absence with other executives of the Corporation, and shall perform such other duties as may from time to time be assigned to him by the Board of Directors.

          SECTION 5. The President. The President shall be the chief executive officer of the Corporation. He shall, in the absence of the Chairman of the Board or if a Chairman of the Board shall not have been elected, preside at each meeting of the Board of Directors or the stockholders. He shall perform all duties incident to the office of President and chief executive officer and such other duties as may from time to time be assigned to him by the Board of Directors.

          SECTION 6. Vice-President. Each Vice-President, if any, shall perform all such duties as from time to time may be assigned to him by the Board of Directors or the President. At the request of the President or in his absence or in the event of his inability or refusal to act, the Vice-President, or if there shall be more than one, the Vice-Presidents in the order determined by the Board of Directors (or if there be no such determination, then the Vice-Presidents in the order of their election), shall perform the duties of the President, and, when so acting, shall have the powers of and be subject to the restrictions placed upon the President in respect of the performance of such duties.

          SECTION 7. Treasurer. The Treasurer, if any, shall

     (a) have charge and custody of, and be responsible for, all the funds and securities of the Corporation;

     (b) keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation;

     (c) deposit all moneys and other valuables to the credit of the Corporation in such depositories as may be designated by the Board of Directors or pursuant to its direction;

     (d) receive, and give receipts for, moneys due and payable to the Corporation from any source whatsoever;

     (e) disburse the funds of the Corporation and supervise the investments of its funds, taking proper vouchers therefor;

     (f) render to the Board of Directors, whenever the Board of Directors may require, an account of the financial condition of the Corporation; and

- 13 -

     (g) in general, perform all duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the Board of Directors.

SECTION 8. Secretary. The Secretary shall

     (a) keep or cause to be kept in one or more books provided for the purpose, the minutes of all meetings of the Board of Directors, the committees of the Board of Directors and the stockholders;

     (b) see that all notices are duly given in accordance with the provisions of these By-Laws and as required by law;

     (c) be custodian of the records and the seal of the Corporation and affix and attest the seal to all certificates for shares of the Corporation (unless the seal of the Corporation on such certificates shall be a facsimile, as hereinafter provided) and affix and attest the seal to all other documents to be executed on behalf of the Corporation under its seal;

     (d) see that the books, reports, statements, certificates and other documents and records required by law to be kept and filed are properly kept and filed; and

     (e) in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Board of Directors.

          SECTION 9. The Assistant Treasurer. The Assistant Treasurer, if any, or if there shall be more than one, the Assistant Treasurers in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election), shall, in the absence of the Treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the Treasurer and shall perform such other duties as from time to time may be assigned by the Board of Directors.

          SECTION 10. The Assistant Secretary. The Assistant Secretary, if any, or if there be more than one, the Assistant Secretaries in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election), shall, in the absence of the Secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties as from time to time may be assigned by the Board of Directors.

          SECTION 11. Officers’ Bonds or Other Security. If required by the Board of Directors, any officer of the Corporation shall give a bond or other security for the faithful performance of his duties, in such amount and with such surety as the Board of Directors may require.

          SECTION 12. Compensation. The compensation of the officers of the Corporation for their services as such officers shall be fixed from time to time by the Board of

- 14 -

Directors. An officer of the Corporation shall not be prevented from receiving compensation by reason of the fact that he is also a director of the Corporation.

ARTICLE V

Stock Certificates and Their Transfer

          SECTION 1. Stock Certificates. Every holder of stock in the Corporation shall be entitled to have a certificate, signed by, or in the name of the Corporation by, the Chairman of the Board or the President or a Vice-President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the Corporation, certifying the number of shares owned by him in the Corporation. If the Corporation shall be authorized to issue more than one class of stock or more than one series of any class, the designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restriction of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock, provided that, except as otherwise provided in Section 202 of the General Corporation Law of the State of Delaware, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock, a statement that the Corporation will furnish without charge to each stockholder who so requests the designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

          SECTION 2. Facsimile Signatures. Any or all of the signatures on a certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

          SECTION 3. Lost Certificates. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen, or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen, or destroyed certificate or certificates, or his legal representative, to give the Corporation a bond in such sum as it may direct sufficient to indemnify it against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate.

          SECTION 4. Transfers of Stock. Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its records; provided, however, that the Corporation shall be entitled to recognize and enforce any lawful restriction on transfer. Whenever any transfer of stock shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of transfer

- 15 -

if, when the certificates are presented to the Corporation for transfer, both the transferor and the transferee request the Corporation to do so.

          SECTION 5. Transfer Agents and Registrars. The Board of Directors may appoint, or authorize any officer or officers to appoint, one or more transfer agents and one or more registrars.

          SECTION 6. Regulations. The Board of Directors may make such additional rules and regulations, not inconsistent with these By-Laws, as it may deem expedient concerning the issue, transfer and registration of certificates for shares of stock of the Corporation

          SECTION 7. Fixing the Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting

          SECTION 8. Registered Stockholders. The Corporation shall be entitled to recognize the exclusive right of a person registered on its records as the owner of shares of stock to receive dividends and to vote as such owner, shall be entitled to hold liable for calls and assessments a person registered on its records as the owner of shares of stock, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares of stock on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

ARTICLE VI

Indemnification of Directors and Officers

          SECTION 1. General. The Corporation shall 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 he 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 him in connection with such action, suit or proceeding if he acted in good faith and in a manner he 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 his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo

- 16 -

contendre or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he 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 his conduct was unlawful.

          SECTION 2. Derivative Actions. The Corporation shall 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 he 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 him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, provided 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 of the State of Delaware 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.

          SECTION 3. Indemnification in Certain Cases. To the extent that a director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 1 and 2 of this Article VI, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

          SECTION 4. Procedure. Any indemnification under Sections 1 and 2 of this Article VI (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 director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in such Sections 1 and 2. Such determination shall be made (a) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (b) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (c) by the stockholders.

          SECTION 5. Advances for Expenses. Expenses incurred in defending a civil or criminal 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 the director, officer, employee or agent to repay such amount if it shall be ultimately determined that he is not entitled to be indemnified by the Corporation as authorized in this Article VI.

          SECTION 6. Rights Not Exclusive. The indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of this Article VI shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any law, by-law, agreement, vote of stockholders or disinterested

- 17 -

directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office,

          SECTION 7. Insurance. The Corporation shall have power to purchase and maintain insurance on behalf of any person who 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 any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article VI.

          SECTION 8. Definition of Corporation. For the purposes of this Article VI, references to “the Corporation” include all constituent corporations absorbed in a consolidation or merger as well as the resulting or surviving corporation so that any person who is or was a director, officer, employee or agent of such a 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 the provisions of this Article VI with respect to the resulting or surviving corporation as he would if he had served the resulting or surviving corporation in the same capacity.

          SECTION 9. Survival of Rights. The indemnification and advancement of expenses provided by, or granted pursuant to this Article VI shall 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.

ARTICLE VII

General Provisions

          SECTION 1. Dividends. Subject to the provisions of statute and the Certificate of Incorporation, dividends upon the shares of capital stock of the Corporation may be declared by the Board of Directors at any regular or special meeting. Dividends may be paid in cash, in property or in shares of stock of the Corporation, unless otherwise provided by statute or the Certificate of Incorporation.

          SECTION 2. Reserves. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors may, from time to time, in its absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation or for such other purpose as the Board of Directors may think conducive to the interests of the Corporation. The Board of Directors may modify or abolish any such reserves in the manner in which it was created.

          SECTION 3. Seal. The seal of the Corporation shall be in such form as shall be approved by the Board of Directors.

          SECTION 4. Fiscal Year. The fiscal year of the Corporation shall be fixed, and once fixed, may thereafter be changed, by resolution of the Board of Directors.

- 18 -

          SECTION 5. Checks, Notes, Drafts, Etc. All checks, notes, drafts or other orders for the payment of money of the Corporation shall be signed, endorsed or accepted in the name of the Corporation by such officer, officers, person or persons as from time to time may be designated by the Board of Directors or by an officer or officers authorized by the Board of Directors to make such designation.

          SECTION 6. Execution of Contracts, Deeds, Etc. The Board of Directors may authorize any officer or officers, agent or agents, in the name and on behalf of the Corporation to enter into or execute and deliver any and all deeds, bonds, mortgages, contracts and other obligations or instruments, and such authority may be general or confined to specific instances.

          SECTION 7. Voting of Stock in Other Corporations. Unless otherwise provided by resolution of the Board of Directors, the Chairman of the Board or the President, from time to time, may (or may appoint one or more attorneys or agents to) cast the votes which the Corporation may be entitled to cast as a shareholder or otherwise in any other corporation, any of whose shares or securities may be held by the Corporation, at meetings of the holders of the shares or other securities of such other corporation. In the event one or more attorneys or agents are appointed, the Chairman of the Board or the President may instruct the person or persons so appointed as to the manner of casting such votes or giving such consent. The Chairman of the Board or the President may, or may instruct the attorneys or agents appointed to, execute or cause to be executed in the name and on behalf of the Corporation and under its seal or otherwise, such written proxies, consents, waivers or other instruments as may be necessary or proper in the circumstances.

ARTICLE VIII

Amendments

     These By-Laws may be amended or repealed or new by-laws adopted (a) by action of the stockholders entitled to vote thereon at any annual or special meeting of stockholders or (b) by action of the Board of Directors at a regular or special meeting thereof. Any by-law made by the Board of Directors may be amended or repealed by action of the stockholders at any annual or special meeting of stockholders.

- 19 -

EX-4.1

Exhibit 4.1

Registration Rights Agreement

Dated as of August 30, 2007

between

Cross Shore Acquisition Corporation

and

Daniel M. Perlman and Daniel Raynor as the RPS Securityholders Committee

REGISTRATION RIGHTS AGREEMENT

          This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 30, 2007 by and between Cross Shore Acquisition Corporation (the “Company”), and Daniel M. Perlman and Daniel Raynor as the RPS Securityholders Committee (the “Committee”).

          WHEREAS, the Company and ReSearch Pharmaceutical Services, Inc. (“RPS”) are parties to a Merger Agreement dated as of April 26, 2007 (the “Merger Agreement”) pursuant to which the Company shall issue Shares and Warrants to RPS Securityholders; and

          WHEREAS, the execution and delivery of this Agreement is a condition precedent to the consummation of the transactions contemplated by the Merger Agreement.

          The Company agrees with the Committee for the benefit of the beneficial owners from time to time of the Registrable Securities as follows:

     SECTION 1. DEFINITIONS

          As used in this Agreement, the following capitalized terms shall have the following meanings:

          Agreement: As defined in the Preamble hereof.

          Commission: The U.S. Securities and Exchange Commission.

          Committee: As defined in the Preamble hereof.

          Company: As defined in the Preamble hereof.

          Effective Date: The date on which the Registration Statement is declared effective by the Commission.

          Exchange Act: The U.S. Securities Exchange Act of 1934, as amended.

          Exchange Act Registration Statement: As defined in the Investor Rights Agreement.

          Existing Agreements: The Investor Rights Agreement and the Founders Registration Rights Agreement.

          Founders Registration Rights Agreement: The Registration Rights Agreement dated as of April 24, 2006 by and among the Company and the parties signatory thereto.

          Holders: The holders of Registrable Securities.

          Investor Rights Agreement: The Investor Rights Agreement dated as of April 24, 2006 by and among the Company, Sunrise Securities Corp. and Collins Stewart Limited.

          Lock-up Period: As defined in Section 2(e) hereof.

          NASD: National Association of Securities Dealers, Inc.

          Merger Agreement: As defined in the Recitals hereof.

          Person: An individual, partnership, corporation, limited liability company, unincorporated organization, association, joint-stock company, trust, joint venture, government or any agency or political subdivision thereof or any other entity.

          Piggy Back Registration: As defined in Section 2(a) hereof.

          register, registered or registration: Refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act and the declaration or ordering of effectiveness of such registration statement.

          Registrable Securities: Shares issued to Holders pursuant to the Merger Agreement or acquired upon exercise of the Warrants issued to Holders pursuant to the Merger Agreement. Registrable Securities shall include any warrants, shares of capital stock or other securities of the Company issued as a dividend or other distribution with respect to, in exchange for, or in replacement of, such Shares. As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when (a) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (b) such securities shall have been otherwise transferred and (1) new certificates for them not bearing a legend restricting their transfer under the U.S. securities laws shall have been delivered or caused to be delivered by the Company or (2) new securities in dematerialized or book-entry form not subject to transfer restrictions shall have been delivered or caused to be delivered by the Company; (c) such securities shall have ceased to be outstanding; or (d) with respect to Registrable Securities held by Persons who are not affiliates of the Company, such securities may be sold or transferred pursuant to Rule 144 under the Securities Act (or any other similar provision then in force) without any volume or manner of sale restrictions thereunder.

          Registration Default: An Exchange Act Registration Default, a Demand Registration Default or a Shelf Registration Default.

          Registration Statement: Any registration statement of the Company on an applicable form, including the prospectus, amendments and supplements to such registration statement, including post-effective amendments, all exhibits, and all material incorporated by reference or deemed to be incorporated by reference in such registration statement.

          RPS: As defined in the Recitals hereof.

          RPS Securityholders: As defined in the Merger Agreement.

          Securities Act: The U.S. Securities Act of 1933, as amended.

2

          Securities Act Registration Statement: As defined in the Investors Rights Agreement.

          Shares: The Company’s common stock, par value $0.0001 per share.

          Shelf Registration Statement: A shelf registration statement of the Company filed pursuant to the provisions of Section 3 of this Agreement, which covers the resale by the Holders of all of the Registrable Securities on an appropriate form (including Form S-3 or a similar short form registration statement) under Rule 415 under the Securities Act, or any similar rule that may be adopted by the Commission, including all amendments and supplements thereto and all exhibits and material incorporated by reference therein.

          Warrants: Warrants to purchase Shares in the form attached to the Merger Agreement as Exhibit H.

     SECTION 2. PIGGY BACK REGISTRATION

          (a) Requests for Piggy Back Registration. If, at any time other than as provided in Section 2(c) below, the Company proposes to register any Shares under the Securities Act in connection with the public offering of such Shares, either for its own account or for the accounts of shareholders other than the Holders, including, without limitation, pursuant to the Existing Agreements (other than registrations on Form S-4 or Form S-8 or in connection with an exchange offer or an offering of securities solely to the Company’s existing shareholders), the Company shall give written notice to each Holder of Registrable Securities at least thirty (30) days prior to the initial filing of such Registration Statement and of such Holder’s rights pursuant to this Section 2. Upon the request of any Holder of Registrable Securities made within twenty (20) days after any such notice is given (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder), the Company will use its commercially reasonable efforts to effect the registration (the “Piggy Back Registration”) under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Holders thereof, provided, however, that if, at any time after giving written notice of its intention to register any Shares and prior to the Effective Date of the Registration Statement filed in connection with such Piggy Back Registration, the Company shall determine for any reason not to register or to delay the registration of such Shares, the Company may, at its election, give written notice of such determination to each Holder of Registrable Securities and, thereupon (i) in the case of a determination not to register, the Company shall be relieved of its obligation to register any Registrable Securities under this Section 2(a) in connection with such registration (but not from its obligation to pay the expenses incurred in connection therewith) and (ii) in the case of a determination to delay registration, the Company shall be permitted to delay registering any Registrable Securities under this Section 2(a) during the period that the registration of such other Shares is delayed.

          (b) Priority on Piggy Back Registration. If the managing underwriters of a registration advise the Company in writing that in their opinion the amount of Registrable Securities and other Shares requested to be included exceeds the amount of Registrable Securities and other Shares which can be sold in such offering without adversely affecting the distribution of the securities being offered, the price that will be paid in such offering or the

3

marketability thereof (the “Maximum Number of Shares”), then the Company shall include in such registration:

               (i) If the registration is a demand registration undertaken pursuant to the Existing Agreements: (A) first, the number of Shares for the account of the demanding persons that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent the Maximum Number of Shares has not been reached under the foregoing clause (A), such number of Registrable Securities for which registration has been requested pursuant to this Section 2 and Shares of other holders having the right to inclusion of their securities in such Registration Statement by reason of written contractual piggy back registration rights that may be sold without exceeding the Maximum Number of Shares, allocated pro rata in proportion to the number of Registrable Securities or other Shares sought to be included by each holder of Registrable Securities or other Shares, and (C) to the extent the Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B), such number of Shares that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; and

               (ii) With respect to any other registration, whether on account of the Company or for the accounts of shareholders other than the Holders, a number of Registrable Securities and other Shares of the Company proposed to be included equal to the Maximum Number of Shares, allocated ratably among the Holders of Registrable Securities, the Company and the other holders of such other Shares based on the respective amounts of Registrable Securities or other Shares, as the case may be, requested or proposed to be registered by each such holder or the Company.

          (c) Limitation on Piggy Back Registrations. If the Company shall have filed a Shelf Registration Statement pursuant to Section 3 hereof, the Company shall not be obligated to permit Piggy Back Registrations pursuant to this Section 2 with respect to such Holder’s Registrable Securities during the period when such Shelf Registration Statement is effective and available for resales by such Holder who would otherwise be entitled to the benefit of such Piggy Back Registration.

          (d) Certain Communications; Waivers. The parties acknowledge that the notices and other communications the Company is required to provide to Holders under this Section 2 hereof may contain or constitute price sensitive information and/or material non-public information under applicable law, and the receipt of such notices and other communications may make it unlawful for Holders to trade their Shares for a period of time after receipt. Each Holder is deemed to agree to keep confidential the fact that it may have received a notice or communication from the Company and the contents of any such notice or communication. Any Holder that wishes to waive its rights under Section 2 hereof may do so at any time by written notice to the Company. Any such waiver shall be revocable by subsequent written notice to the Company.

          (e) Holdback Agreement. Each Holder whose Registrable Securities are included in a Registration Statement as part of a Piggy Back Registration pursuant to this Section 2, if requested by the Company and the managing underwriters of an offering by the Company of

4

the Shares pursuant to such Registration Statement, shall agree not to effect any public sale or private offer or distribution of any Registrable Securities or other securities of the Company held by such Holder for a specified period of time (the “Lock-up Period”) following the Effective Date of such Registration Statement; provided that such Lock-up Period shall not exceed (i) one hundred eighty (180) days, with respect to the first Registration Statement covering Registrable Securities to be sold to the public in an underwritten offering and (ii) ninety (90) days, with respect to all subsequent underwritten offerings covering Registrable Securities.

     SECTION 3. SHELF REGISTRATION

          (a) The Company may, at any time, cause a Shelf Registration Statement to be filed and declared effective by the Commission, which Shelf Registration Statement shall provide for the resales of all Registrable Securities held by the Holders who shall have provided the information required pursuant to Section 3(c). Notwithstanding the foregoing, as soon as reasonably practicable after the Company has become a registrant entitled to use Form S-3 (or any successor form to Form S-3) or any similar short form Registration Statement, the Company shall file a Shelf Registration Statement on Form S-3 for the registration of the Registrable Securities and use its commercially reasonable efforts to cause such Form S-3 Registration Statement to be declared effective.

          (b) Notwithstanding any other provision in this Agreement, the Company may delay the initial filing of the Shelf Registration Statement and may from time to time suspend the use of any prospectus forming a part of the Shelf Registration Statement for a period of up to ninety (90) days during any six-month period (such period during which the use of a prospectus is suspended, a “Suspension Period”) if the Board of Directors of the Company shall have determined in good faith that because of valid business reasons (not including avoidance of the Company’s obligations hereunder), including, without limitation, proposed or pending corporate developments or similar events or because of filings with the Commission, it is in the best interest of the Company to suspend such use, and prior to suspending such use the Company provides the Holders of Registrable Securities with written notice of such suspension which notice need not specify the nature of the event giving rise to such suspension.

          (c) No Holder of Registrable Securities may include any of its Registrable Securities in any registration pursuant to this Section 3 unless and until such Holder furnishes to the Company in writing, within ten (10) days after receipt of a request therefore, such information as the Company may reasonably request for use in connection with any Shelf Registration Statement and agrees to comply with Regulation M under the Exchange Act. Each Holder as to whose Registrable Securities any Shelf Registration Statement is being filed or maintained effective agrees to furnish promptly to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such holder not materially misleading.

     SECTION 4. LIQUIDATED DAMAGES

          (a) If the Exchange Act Registration Statement or the Securities Act Registration Statement, as applicable, shall not have been declared effective within ninety (90) days of the Registration Date as required by Section 2(a) of the Investors Rights Agreement (an

5

“Exchange Act Registration Default”), or if the Company does not effect a Demand Registration within the time periods specified in Section 3(b) of the Investors Rights Agreement (a “Demand Registration Default”), or if the Company does not cause to be declared effective a Shelf Registration Statement on Form S-3 within ninety (90) days after it becomes a registrant entitled to use Form S-3 (or, in the case where a Shelf Registration Statement is available for resales of the Registrable Securities, does not file any required amendment or supplement to the prospectus contained in the Shelf Registration Statement or any such amendment shall not be effective) (a “Shelf Registration Default”), then, in each case, the Company shall, as promptly as practicable and in no event later than two (2) days following the end of the month in which such Registration Default initially occurred, pay liquidated damages (“Liquidated Damages”) in the form of Shares as follows:

               (i) With respect to an Exchange Act Registration Default or a Shelf Registration Default, to each Holder of Shares in an amount equal to 1.0% of the number of such Holder’s Registrable Securities held on the date of such Registration Default upon payment by such Holder of Registrable Securities to the Company of the par value of such Shares, subject to compliance with applicable securities laws;

               (ii) With respect to a Demand Registration Default, to each Holder of Registrable Securities which had requested its Registrable Securities to be included in such Demand Registration pursuant to the exercise of its Piggyback Rights set forth in Section 2 hereof, and subject to the terms and conditions as set forth therein (or underwritten offering in the case of a Shelf Registration Statement being used in lieu of a Demand Registration), in an amount equal to 1.0% of the number of such Holder’s Registrable Securities requested to be included therein upon payment by such Holder of Registrable Securities to the Company of the par value of such Shares, subject to compliance with applicable securities laws.

          (b) The Company shall pay additional Liquidated Damages within two days of the end of each month until the Registration Default shall have been cured; provided that a pro rata portion of the Liquidated Damages shall be paid with respect to any month in which the Company shall have been in Registration Default for a portion of such month; and provided, further, that Liquidated Damages shall be payable for a maximum period of two (2) months following the occurrence of a Registration Default.

          (c) Notwithstanding any other provision of this Agreement, the Liquidated Damages contemplated in this Section 4 shall be the sole and exclusive remedy available to the Holders in the event of a Registration Default by the Company.

     SECTION 5. REGISTRATION PROCEDURES

          Whenever required under this Agreement to use its commercially reasonable efforts to effect the registration of any Registrable Securities (including, without limitation, in connection with any Piggy Back Registration), the Company will use its commercially reasonable efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto the Company shall, as expeditiously as reasonably possible:

6

          (a) Prepare and file with the Commission a Registration Statement with respect to such Registrable Securities and use its best efforts to cause such Registration Statement to become and remain effective until the distribution thereof has been completed.

          (b) Furnish to the Holders such numbers of copies of a prospectus, including a preliminary prospectus, in conformity with the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of such Registrable Securities owned by them;

          (c) Notify the selling Holders of Registrable Securities promptly (but in any event within two (2) business days), and confirm such notice in writing (i) when a prospectus or any prospectus supplement or post-effective amendment has been filed, and, with respect to a Registration Statement or any post-effective amendment, when the same has become effective, (ii) of the issuance by the Commission of any stop order suspending the effectiveness of a Registration Statement or of any order preventing or suspending the use of any preliminary prospectus, (iii) if at any time when a prospectus is required by the Securities Act to be delivered in connection with the sales of Registrable Securities, the Company becomes aware that the representations and warranties of the Company contained in any underwriting agreement cease to be true and correct in any material respect, (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of a Registration Statement or any of the Registrable Securities for offer or sale in any jurisdiction, or (v) if the Company becomes aware of the happening of any event that makes any statement made in such Registration Statement or related prospectus or document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in such Registration Statement, prospectus or documents so that, in the case of such Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;

          (d) As promptly as practicable after the Registration Statement shall have been declared effective under the Securities Act, use its commercially reasonable efforts to cause the Shares to be authorized to be quoted and/or listed (to the extent applicable) on the American Stock Exchange, the New York Stock Exchange, the NASDAQ Global Select Market, the NASDAQ Global Market (or, in each case, a successor thereto) or a similarly recognized trading platform, if the Shares so qualify;

          (e) Use its commercially reasonable efforts to register and qualify the Registrable Securities covered by the Registration Statement under such other securities or “Blue Sky” laws of such jurisdictions as shall be reasonably appropriate for the distribution of the Registrable Securities covered by the Registration Statement; provided that the Company shall not be required in connection therewith or as a condition thereto, to qualify to do business or to file a general consent to service of process in any such states or jurisdictions; and provided, further that (anything in this Agreement to the contrary notwithstanding with respect to the bearing of expenses) if any jurisdiction in which the Registrable Securities shall be qualified

7

requires that expenses incurred in connection with the qualification of the securities in that jurisdiction be borne by selling shareholders, then such expenses shall be payable by the Holders of such Registrable Securities pro rata to the extent required by any jurisdiction;

          (f) in connection with an underwritten offering, enter into an underwriting agreement in form, scope and substance as is customary in underwritten offerings and take all other actions as are reasonably requested by the managing underwriters in order expedite or facilitate the registration or disposition of the Registrable Securities, and in such connection (i) make such representations and warranties to the underwriters, with respect to the business of the Company and its subsidiaries, and the Registration Statement, prospectus and documents, if any, incorporated or deemed to be incorporated by reference therein, in each case, in form, substance and scope as are customarily made by issuers to underwriters in underwritten offerings, and confirm the same if and when requested, (ii) obtain opinions of counsel to the Company and updates thereof (which opinions (in form, scope and substance) shall be reasonably satisfactory to the managing underwriters), addressed to the underwriters covering the matters customarily covered in opinions requested in underwritten offerings, (iii) obtain “cold comfort” letters and updates thereof from the independent public certified accountants of the Company (and, if necessary, any other independent certified public accountants of any subsidiary of the Company or of an business acquired by the Company for which financial statements and financial data are, or are required to be, included in the Registration statement), addressed to each of the underwriters, such letters to be in customary form and covering matters of the type customarily covered in “cold comfort” letters in connection with the underwritten offerings and (iv) if any underwriting agreement is entered into, the same shall contain indemnification provisions and procedures no less favorable to the Holders of Registrable Securities than those set forth in Section 8 hereof (or such other provisions and procedures acceptable to holders of a majority of the Registrable Securities covered by such Registration Statement and the managing underwriters or agents). The above actions shall be taken at each closing under such underwriting agreement, or as and to the extent required thereunder;

          (g) Make available for inspection by any selling Holder of Registrable Securities, by any underwriter participating in any disposition to be effected pursuant to such Registration Statement and by any attorney, accountant or other agent retained by any such selling Holder or any such underwriter, all pertinent financial and other records and pertinent corporate documents and properties of the Company, and cause all of the Company’s officers, directors and employees to supply all information reasonably requested by any such selling Holder, underwriter, attorney, accountant or agent in connection with such Registration Statement; and

          (h) Use every reasonable effort to prevent the issuance of any stop order suspending the effectiveness of such Shelf Registration Statement or of any order preventing or suspending the use of any preliminary prospectus and, if any such order is issued, to obtain the lifting thereof at the earliest reasonable time.

     SECTION 6. INFORMATION FURNISHED BY HOLDERS

          It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Agreement with respect to the registration of any Holder’s Registrable

8

Securities that such Holder furnish to the Company such information regarding itself, the Registrable Securities held by such Holder, and the intended method of disposition of such Registrable Securities as the Company shall reasonably request and as shall be required in connection with the action to be taken by the Company.

     SECTION 7. REGISTRATION EXPENSES

          (a) All expenses incident to the Company’s performance of or compliance with this Agreement will be borne by the Company regardless of whether any Registration Statement hereunder is filed or becomes effective, including without limitation and as applicable: (i) all Commission, securities exchange or NASD registration and filing fees and expenses; (ii) all fees and expenses of compliance with U.S. federal securities and state blue sky laws and compliance with the rules of a securities exchange or NASD, as applicable; (iii) all expenses of printing, messenger and delivery services; (iv) all fees and disbursements of counsel for the Company; (v) all fees and disbursements of independent certified public accountants of the Company (including the expenses of any special audit and comfort letters required by or incident to such performance); and (vi) underwriters’ fees and expenses (but excluding discounts, commissions, or fees of underwriters, selling brokers, dealer directors or similar security industry professionals relating to the distribution of the Registrable Securities and the fees for counsel of the selling Holders).

          (b) The Company will, in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Company.

     SECTION 8. INDEMNIFICATION

          (a) The Company shall indemnify and hold harmless each Holder, its officers and employees and each Person, if any, who controls any such Holders, within the meaning of the Securities Act, from and against any loss, claim, damage or liability, joint or several, or any action in respect thereof, to which that Holder, officer, employee or controlling Person may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement filed pursuant hereto or in any amendment or supplement thereto; and (ii) the omission or alleged omission to state in any Registration Statement filed pursuant hereto or in any amendment or supplement thereto any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and shall reimburse each Holder and each such officer, employee or controlling Person promptly upon demand for any legal or other expenses reasonably incurred by that Holder, officer, employee or controlling Person in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or action as such expenses are incurred; provided that no Holder shall be indemnified for untrue statements or alleged untrue statements or omissions or alleged omissions arising from information provided by the Holder in writing for inclusion in any Registration Statement filed pursuant hereto. The foregoing indemnity agreement is in addition to any liability which the Company may otherwise have to any Holder or to any officer, employee or

9

controlling Person of that Holder.

          (b) Promptly after receipt by an indemnified party under this Section 8 of notice of any claim or the commencement of any action, the indemnified party shall, if a claim in respect thereof is to be made against the Company under this Section 8, notify the Company in writing of the claim or the commencement of that action; provided, however, that the failure to notify the Company shall not relieve it from any liability which it may have under this Section 8 except to the extent it has been materially prejudiced by such failure; and provided, further, that the failure to notify the Company shall not relieve it from any liability which it may have to an indemnified party otherwise than under this Section 8. If any such claim or action shall be brought against an indemnified party, and it shall notify the Company thereof, the Company shall be entitled to participate therein and, to the extent that it wishes to assume the defense thereof with counsel reasonably satisfactory to the indemnified party. After notice from the Company to the indemnified party of its election to assume the defense of such claim or action, the Company shall not be liable to the indemnified party under this Section 8 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, any indemnified party shall have the right to employ separate counsel in any such action and to participate in the defense thereof but the fees and expenses of such counsel shall be at the expense of the indemnified party unless (i) the employment of such counsel has been specifically authorized by the Company in writing, or (ii) such indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Company and in the reasonable judgment of such counsel it is advisable for such indemnified party to employ separate counsel or (iii) the Company has failed to assume the defense of such action and employ counsel reasonably satisfactory to the indemnified party, in which case, if such indemnified party notifies the Company in writing that it elects to employ separate counsel at the expense of the Company, the Company shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to one local counsel) at any time for all such indemnified parties, which firm shall be designated in writing by the Holders of a majority of the Registrable Securities. The Company shall not (i) without the prior written consent of the indemnified parties (which consent shall not be unreasonably withheld), settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding or (ii) be liable for any settlement of any such action effected without its written consent (which consent shall not be unreasonably withheld), but if settled with the consent of the Company or if there be a final judgment of the plaintiff in any such action, the Company agrees to indemnify and hold harmless any indemnified party from and against any loss or liability by reason of such settlement or judgment.

          (c) If the indemnification provided for in this Section 8 shall for any reason be unavailable to or insufficient to hold harmless an indemnified party under Section 8(a) in respect of any loss, claim, damage or liability, or any action in respect thereof, referred to therein, then

10

the Company shall, in lieu of indemnifying such indemnified party, contribute to the amount paid or payable by such indemnified party as a result of such loss, claim, damage or liability, or action in respect thereof, (i) in such proportion as shall be appropriate to reflect the relative benefits received by the Company, on the one hand, and the Holders on the other, from the sale of the Shares or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but any other relevant equitable considerations. The Company and the Holders agree that it would not be just and equitable if contributions pursuant to this Section 8(c) were to be determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or by any other method of allocation which does not take into account the equitable considerations referred to herein. The amount paid or payable by an indemnified party as a result of the loss claim, damage or liability, or action in respect thereof, referred to above in this Section 8 shall be deemed to include, for purposes of this Section 8(c), any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 8(c), no Holder shall be required to contribute any amount in excess of the amount by which the net proceeds received by it in connection with its sale of Shares exceeds the amount of any damages which such Holder has otherwise paid or become liable to pay by reason of the untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The Holders’ obligations to contribute as provided in this Section 8(c) are several and not joint.

     SECTION 9. MISCELLANEOUS

          (a) No Inconsistent Agreements. The Company shall not, on or after the date of this Agreement, enter into any agreement with respect to its securities that is inconsistent with the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof. The Company has not previously entered into any agreement granting any registration rights with respect to its Shares to any Person except for the registration rights granted pursuant to the Existing Agreements. The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of the Company’s Shares under any agreement in effect on the date hereof.

          (b) Amendments and Waivers. The provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to or departures from the provisions hereof may not be given without the written consent of the Company and the Committee (it being understood, for the avoidance of doubt, that any Holder may waive any provision of this Agreement as to itself and its Shares).

          (c) Third Party Beneficiaries. The Holders shall be third party beneficiaries under this Agreement, entitled to enforce all of their rights hereunder. Other than as provided in the preceding sentence, nothing in this Agreement shall create or be deemed to create any third party beneficiary rights in any Person not a party to this Agreement.

11

          (d) Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, first-class mail (registered or certified, return receipt requested), telex, facsimile or air courier guaranteeing overnight delivery:

               (i) if to a Holder, at the address set forth in the record books of the Company; and

               (ii) if to the Company to:

Cross Shore Acquisition Corporation

c/o Glencoe Capital

222 West Adams Street

Suite 1000

Chicago, Illinois 60606

Attn: Chairman

with a copy to:

McDermott Will & Emery LLP

227 West Monroe Street

Chicago, Illinois 60606

Attn: Brooks B. Gruemmer

          Any such notices and communications shall take effect at the time of receipt thereof.

          (e) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties.

          (f) Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

          (g) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

          (h) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED, IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.

          (i) Severability. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby.

          (j) Entire Agreement. This Agreement is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the

12

agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein with respect to the registration rights granted by the Company herein. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter.

13

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

Very truly yours,
THE COMPANY:
CROSS SHORE ACQUISITION CORPORATION
By:	/s/ Dennis Smith
Name:	Dennis Smith
Title:	CEO
THE COMMITTEE:
/s/ Daniel M. Perlman
Daniel M. Perlman
/s/ Daniel Raynor
Daniel Raynor

EX-4.2

Exhibit 4.2

Investor Rights Agreement

Dated as of April 24, 2006

among

Cross Shore Acquisition Corporation

Sunrise Securities Corp.

and

Collins Stewart Limited

INVESTOR RIGHTS AGREEMENT

          This Investor Rights Agreement (this “Agreement”) is made and entered into as of April 24, 2006 by and among Cross Shore Acquisition Corporation (the “Company”), Sunrise Securities Coip. (the “Placing Agent”) and Collins Stewart Limited, the nominated broker and adviser to the Company (“Collins Stewart”), for the benefit of the holders (the “Holders”) from time to time of the Company’s common stock, par value $0.0001 per share (the “Shares”) and warrants (the “Warrants”), each Warrant for the purchase of one (1) Share.

          Reference is made to the Company’s Offering Circular, dated April 24, 2006 (the “Offering Circular”), relating to the offer and sale of units described therein (the “Units”), each Unit consisting of one (1) Share and two (2) Warrants. For the benefit of the Holders and in consideration of the Placing Agent and Collins Stewart entering into a Placing Agreement (defined below) with the Company for the placing of the Units, the Company has agreed to provide the investor rights set forth in this Agreement.

          The parties hereby agree as follows:

     SECTION 1. DEFINITIONS

          As used in this Agreement, the following capitalized terms shall have the following meanings:

          Business Combination: The acquisition, whether by way of an asset acquisition, merger, share capital exchange, scheme of arrangement or similar transaction of all or part of one or more operating companies engaged in the delivery of business services to companies and consumers in the U.S.

          Commission: The U.S. Securities and Exchange Commission.

          Demand Registration: As defined in Section 3(a) hereof.

          Demand Registration Default: As defined in 6(a) hereof.

          Demand Right: As defined in Section 3(a) hereof.

          Eligible Holder: Any Holder of record of at least ten percent (10%) of the outstanding Shares of the Company as of the record date for determining the shareholders entitled to notice of and to vote at the special meeting of shareholders at which a proposed Qualified Business Combination is submitted for approval.

          Exchange Act: The U.S. Securities Exchange Act of 1934, as amended.

          Exchange Act Registration Default: As defined in Section 6(a) hereof.

          Exchange Act Registration Statement: A registration statement of the Company on Form 10 (or such other form which it is appropriate to use to register the Shares under the Exchange Act), including all amendments and supplements thereto and all exhibits and material incorporated by reference therein.

          Founding Shareholders: Those persons holding Shares prior to the Offering.

          GAAP: As defined in Section 7(a) hereof.

          Liquidated Damages: As defined in Section 6(a) hereof.

          Lock-up Period: As defined in Section 3(f) hereof.

          NASD: National Association of Securities Dealers, Inc.

          New Shares: Shares issued by the Company in the Offering.

          Offering: The offering of the Units pursuant to the Offering Circular.

          Person: An individual, partnership, corporation, limited liability company, unincorporated organization, association, joint-stock company, trust, joint venture, government or any agency or political subdivision thereof or any other entity.

          Placing Agreement: The placing agreement between the Company, the Placing Agent, Collins Stewart and the Company’s directors dated on or about the date of this Agreement.

          Preemptive Rights Notice: As defined in Section 10(a) hereof.

          Purchase Option: That certain Unit purchase option dated April 24, 2006 issued by the Company to Sunrise Securities Corp. and/or its designees.

          OBC Securities: As defined in Section 10(a) hereof.

          Qualified Business Combination: A Business Combination which, either on its own or which when combined with all of the Company’s previous Business Combinations, has an aggregate Transaction Value of at least 50% of the initial amount placed in the Trust Fund (including such funds as are deposited in the Trust Fund immediately following the end of the Stabilisation Period) (as more fully described in the Offering Circular).

          Qualified Business Combination Deadline: the date which is (i) 12 months from the Admission Date (or the date which is 18 months from the Admission Date if, within such 12 month period, the Company has signed a letter of intent, agreement in principle or definitive agreement in respect of a proposed Qualified

3

Business Combination); or (ii) an extended date approved by a majority of the New Shareholders.

          Piggy Back Registration: As defined in Section 4(a) hereof.

          register, registered or registration: Refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act and the declaration or ordering of effectiveness of such registration statement.

          Registrable Securities: Shares issued to Holders pursuant to the Offering or acquired upon exercise of the Warrants issued in connection with the Offering including the Shares underlying the Purchase Option and Shares issued upon exercise of the Warrants underlying the Purchase Option. Registrable Securities shall include any warrants, shares of capital stock or other securities of the Company issued as a dividend or other distribution with respect to, in exchange for, or in replacement of, such Shares. As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when (a) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (b) such securities shall have been otherwise transferred and (i) new certificates for them not bearing a legend restricting their transfer under the U.S. securities laws shall have been delivered or caused to be delivered by the Company or (ii) new securities in dematerialized or book-entry form not subject to transfer restrictions shall have been delivered or caused to be delivered by the Company; (c) such securities shall have ceased to be outstanding; or (d) such securities may be sold or transferred by a person who is not an affiliate of the Company pursuant to Rule 144 under the Securities Act (or any other similar provision then in force) without any volume or manner of sale restrictions thereunder.

          Registration Date: As defined in Section 2(a) hereof.

          Registration Default: An Exchange Act Registration Default, a Demand Registration Default or a Shelf Registration Default.

          Registration Request: As defined in Section 3(a) hereof.

          Registration Statement: Any registration statement of the Company on an applicable form (including, for the avoidance of doubt, a Shelf Registration Statement, the Exchange Act Registration Statement and the Securities Act Registration Statement), including the prospectus, amendments and supplements to such registration statement, including post-effective amendments, all exhibits, and all material incorporated by reference or deemed to be incorporated by reference in such registration statement.

          Requesting Holders: As defined in Section 3(a) hereof.

          Securities Act: The U.S. Securities Act of 1933, as amended.

4

          Securities Act Registration Statement: As defined in Section 2(a) hereof.

          Shelf Registration Default: As defined in Section 6(a) hereof.

          Shelf Registration Statement: A shelf registration statement of the Company filed pursuant to the provisions of Section 5 of this Agreement which covers all of the Registrable Securities on an appropriate form (including a Form S-3 or o similar short form registration statement) under Rule 415 under the Securities Act, or any similar rule that may be adopted by the Commission, including all amendments and supplements thereto and all exhibits and material incorporated by reference therein.

          Suspension Period: As defined in Section 5(b) hereof.

          Transaction Value: the sum of:

          (i) any cash and fair market value of any property used as consideration in connection with a Business Combination;

          (ii) any net debt, capitalized lease obligations and obligations under a letter of credit or similar assumed and/or incurred in connection with such Business Combination;

          (iii) in the case of a Qualified Business Combination only, the value of any Shares or Preferred Shares used as consideration in connection with such Business Combination as determined by an unaffiliated investment banking firm; and

          (iv) all transaction costs incurred to complete the Business Combination.

          Trust Fund: The trust fund into which certain of the proceeds of the Offering will be received and held in trust by the Trustee, as more fully described in the section titled “Use of Proceeds” in the Offering Circular.

          Capitalized terms used, but not defined, herein shall have the meanings given to them in the Offering Circular.

     SECTION 2. EXCHANGE ACT REGISTRATION

          (a) The Company shall (i) no later than the date that is one hundred twenty (120) days after the date of completion of a Qualified Business Combination (or, n i the event that the Qualified Business Combination is completed during the fourth quarter of the applicable fiscal year, the date that is one hundred fifty (150) days after the date of completion of a Qualified Business Combination) or, alternatively, in the case where no Qualified Business Combination shall have occurred but one or more Business Combinations shall have been completed, the Qualified Business Combination Deadline (either such date, subject to extension as provided in Section 2(b) below, the “Registration Date”) cause to be filed with the Commission the Exchange Act

5

Registration Statement, and (ii) use its commercially reasonable efforts to cause such Exchange Act Registration Statement to be declared effective under the Securities Act on or prior to the date that is ninety (90) days after the Registration Date; provided, however,that in the event that the Company is obligated to file a Registration Statement to satisfy an initial request for a Demand Registration pursuant to Section 3(a) hereof or files a Shelf Registration Statement pursuant to Section 5 hereof, the Company may file a Registration Statement on Form S-1 (the “Securities Act Registration Statement”) in lieu of the Exchange Act Registration Statement. The Company shall abide by the same filing and effective date deadlines with respect to the Securities Act Registration Statement as would have been applicable to the Exchange Act Registration Statement.

          (b) Notwithstanding the provisions of Section 2(a), if, in connection with seeking the approval of the New Shareholders in connection with a Qualified Business Combination or in connection with the Company’s continued operations after the Qualified Business Combination Deadline, the Company requests and receives the approval of the holders of a majority of the New Shares to delay the Company’s obligation to file an Exchange Act Registration Statement or Securities Act Registration Statement, as applicable, to a later date, the Registration Date shall be delayed to such later date.

     SECTION 3. DEMAND REGISTRATION

          (a) Requests for Registration. At any time after the Registration Date, one or more Holders holding, in aggregate, at least fifteen percent (15%) of the Registrable Securities (including both Shares and Shares issuable upon exercise of the Warrants) shall have the right (the “Demand Right”) to request registration under the Securities Act of all or any portion of the Registrable Securities held by such Holders (the “Requesting Holders”) by delivering written notice to the Company, which notice identifies the Requesting Holders and specifics the amount of Registrable Securities to be included in such registration (the “Registration Request”). Subject to the restrictions set forth in Section 3(d), the Company shall give prompt written notice of any Registration Request (the “Registration Notice”) to all other Holders of Registrable Securities and will thereupon use its commercially reasonable efforts to effect the registration (a “Demand Registration”) under the Securities Act on any form available to the Company of:

          (i) the Registrable Securities requested to be registered by the Requesting Holders; and

          (ii) all other Registrable Securities which the Company has received written notice to register within thirty (30) days after the date of the Registration Notice and any other securities of the Company proposed to be included in such registration by the Company for its own account.

          (b) Time Period for Effecting Demand Registrations. The Company shall use its commercially reasonable efforts to:

6

          (i) file the Registration Statement (A) with respect to the initial Demand Registration, within one hundred twenty (120) days after receipt by the Company of a Registration Request (or within one hundred fifty (150) days after receipt by the Company of Registration Request in the event that a Qualified Business Combination was completed in the fourth quarter of the applicable fiscal year) and (B) with respect to subsequent Demand Registrations, within ninety (90) days after receipt by the Company of Registration Request; and

          (ii) cause such Registration Statement to be declared effective (A) with respect to the initial Demand Registration, within two hundred ten (210) days after receipt by the Company of a Registration Request (or within two hundred forty (240) days after receipt by the Company of a Registration Request if the Company is permitted to file a Registration Statement within one hundred fifty (150) days of a Registration Request as described in clause (i) above) and (B) with respect to subsequent Demand Registrations, as soon as reasonably practicable after the filing of the applicable Registration Statement;

          in all cases such periods to be extended to the extent that the Company exercises its deferral rights under clause (d)(iv) below.

          (c) Priority on Demand Registration. If the managing underwriters of a Demand Registration advise the Company in writing that in their opinion the amount of Registrable Securities and other securities requested to be included exceeds the amount of Registrable Securities and other securities which can be sold in such offering without adversely affecting the distribution of the securities being offered, the price that will be paid in such offering or the marketability thereof, the Company will include in such registration the Registrable Securities and other securities of the Company in the following priority:

          (i) first, the greatest number of Registrable Securities proposed to be registered by the Holders thereof, ratably among the Holders of Registrable Securities based on the respective amounts of Registrable Securities requested to be registered by each such Holder; and

          (ii) second, after all Registrable Securities that the Holders thereof propose to register have been included, securities proposed to be registered by the Company for its own account or for the accounts of shareholders other than the Holders, which in the opinion of such underwriters can be sold in such offering without adversely affecting the distribution of the securities being offered, the price that will be paid in such offering or the marketability thereof.

          (d) Restrictions on Demand Registration. Notwithstanding the foregoing:

          (i) the Company shall not be obligated to effect a Demand Registration pursuant to Section 3(a) unless the Registrable Securities proposed to

7

be registered constitute at least fifteen (15%) of the Registrable Securities outstanding at such time;

          (ii) the Company shall not be obligated to effect a Demand Registration pursuant to Section 3(a) within six (6) months after the effective date of a Registration Statement in connection with a prior Registration Request pursuant to Section 3(a);

          (iii) in the event that the Company shall have filed a Shelf Registration Statement covering the resales of the Registrable Securities pursuant to Section 5 hereof, the Company shall not be obligated to effect a Demand Registration pursuant to Section 3(a) during any period when such Shelf Registration Statement is effective and available (including any Suspension Periods permitted pursuant to Section 5(b)) for resales by the Holders of Registrable Securities who would otherwise be entitled to the benefit of a Demand Registration; provided that the Holders of Registrable Securities shall be entitled to request the Company to effect underwritten offerings pursuant to such Shelf Registration Statement which underwritten offerings shall be treated as Demand Registrations under this Section 3 with respect to the number available and minimum percentage and value thresholds. The Company shall use its commercially reasonable efforts to effect such underwritten offerings within the same time periods applicable to effecting Demand Registrations set forth in Section 3(b) and comply with the procedures set forth in Section 8 hereof with respect to such underwritten offerings;

          (iv) the Company may defer the filing of a Registration Statement required to be filed pursuant to this Section 3 for up to ninety (90) days if the Board of Directors of the Company shall have determined in good faith that because of valid business reasons (not including avoidance of the Company’s obligations hereunder), including, without limitation, proposed or pending corporate developments, it is in the best interests of the Company to defer such filing, and prior to such deferral the Company provides the Holders of Registrable Securities with written notice thereof, which notice need not specify the nature of the event giving rise to such deferral. The Company may not defer the filing of a Registration Statement pursuant to this Section 3(d)(v) for more than ninety (90) days during any six-month period or for more than one hundred fifty (150) days during any twelve-month period; and

          (v) the Company shall not be obligated to effect more than three (3) Demand Registrations pursuant to this Section 3 (including for this purpose any underwritten offerings requested pursuant to the Shelf Registration Statement).

          (e) Certain Communications; Waivers. The parties acknowledge that the notices and other communications the Company is required to provide to Holders under this Section 3 and Sections 4 and 5 hereof may contain or constitute price sensitive

8

information and/or material non-public information under applicable law, and the receipt of such notices and other communications may make it unlawful for Holders to trade their Shares for a period of time after receipt. Each Holder is deemed to agree to keep confidential the fact that it may have received a notice or communication from the Company and the contents of any such notice or communication. Any Holder that wishes to waive its rights under Sections 3, 4 and 5 hereof may do so at any time by written notice to the Company. Any such waiver shall be revocable by subsequent written notice to the Company.

          (f) Holdback Agreement. Each Holder, if requested by the Company and the managing underwriters of an offering by the Company of the Shares or other securities pursuant to a Registration Statement under the Securities Act, shall agree not to effect any public sale or private offer or distribution of any Registrable Securities or other securities of the Company held by such Holder for a specified period of time (the “Lock-up Period”) following the effective date of such Registration Statement; provided that such Lock-up Period shall not exceed (i) one hundred eighty (180) days, with respect to the first Registration Statement covering Registrable Securities or other securities of the Company to be sold to the public in an underwritten offering and (ii) ninety (90) days, with respect to all subsequent underwritten offerings.

     SECTION 4. PIGGY BACK REGISTRATION

          (a) Requests for Piggy Back Registration. If, at any time other than as provided in Section 4(c) below, the Company proposes to register any Shares under the Securities Act in connection with the public offering of such Shares, either for its own account or for the accounts of shareholders other than the Holders, including, without limitation, for the accounts of the Founding Shareholders pursuant to that certain registration rights agreement, dated on or about the date hereof, between the Company and the Founding Shareholders (other than registrations on Form S-4 or Form S-8 or in connection with an exchange offer or an offering of securities solely to the Company’s existing shareholders), the Company shall give written notice to each Holder of Registrable Securities at least thirty (30) days prior to the initial filing of such Registration Statement and of such Holder’s rights pursuant to this Section 4. Upon the request of any Holder of Registrable Securities made within twenty (20) days after any such notice is given (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder), the Company will use its commercially reasonable efforts to effect the registration (the “Piggy Back Registration”) under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Holders thereof; provided, however, that if, at any time after giving written notice of its intention to register any Shares and prior to the effective date of the Registration Statement filed in connection with such Piggy Back Registration, the Company shall determine for any reason not to register or to delay the registration of such Shares, the Company may, at its election, give written notice of such determination to each Holder of Registrable Securities and, thereupon (i) in the case of a determination not to register the Company shall be relieved of its obligation to register any Registrable Securities under this Section 4(a) in connection with such registration (but not from its

9

obligation to pay the expenses incurred in connection therewith) and (ii) in the case of a determination to delay registration, the Company shall be permitted to delay registering any Registrable Securities under this Section 4(a) during the period that the registration of such other Shares is delayed.

          (b) Priority on Piggy Back Registration. If the managing underwriters of a registration advise the Company in writing that in their opinion the amount of Registrable Securities and other Shares requested to be included exceeds the amount of Registrable Securities and other Shares which can be sold in such offering without adversely affecting the distribution of the securities being offered, the price that will be paid in such offering or the marketability thereof, the Company will include in such registration the maximum amount of Registrable Securities and other Shares of the Company proposed to be included, which in the opinion of such underwriters can be sold in such offering, ratably among the Holders of Registrable Securities, the Company and the other holders of such other Shares based on the respective amounts of Registrable Securities or other Shares, as the case may be, requested or proposed to be registered by each such holder or the Company.

          (c) Limitation on Piggy Back Registrations If the Company shall have filed a Shelf Registration Statement covering the resales of the Registrable Securities pursuant to Section 5 hereof, the Company shall not be obligated to permit Piggy Back Registrations (other than in connection with firm commitment underwritten offerings) pursuant to this Section 4 during the period when such Shelf Registration Statement is effective and available (including any Suspension Period permitted by Section 5(b)) for resales by the Holders of Registrable Securities who would otherwise be entitled to the benefit of such Piggy Back Registration.

     SECTION 5. SHELF REGISTRATION

          (a) The Company may, at any time, cause a Shelf Registration Statement to be filed and declared effective by the Commission, which Shelf Registration Statement shall provide for the resales of all Registrable Securities held by the Holders who shall have provided the information required pursuant to Section 5(d). Notwithstanding the foregoing, as soon as reasonably practicable after the Company has become a registrant entitled to use Form S-3 (or any successor form to Form S-3) or any similar short form Registration Statement, the Company shall file a Shelf Registration Statement on Form S-3 for the registration of the Registrable Securities and use its commercially reasonable efforts to cause such Form S-3 Registration Statement to be declared effective.

          (b) Notwithstanding any other provision in this Agreement, the Company may delay the initial filing of the Shelf Registration Statement and may from time to time suspend the use of any prospectus forming a part of the Shelf Registration Statement for a period of up to ninety (90) days during any six-month period or for an aggregate of one hundred fifty (150) during any twelve-month period (such period during which the use of a prospectus is suspended, a “Suspension Period’”) if the Board of

10

Directors of the Company shall have determined in good faith that because of valid business reasons (not including avoidance of the Company’s obligations hereunder), including, without limitation, proposed or pending corporate developments and similar events or because of filings with the Commission, it is in the best interests of the Company to suspend such use, and prior to suspending such use the Company provides the Holders of Registrable Securities with written notice of such suspension, which notice need not specify the nature of the event giving rise to such suspension.

          (c) No Holder of Registrable Securities may include any of its Registrable Securities in any registration pursuant to this Section 5 unless and until such Holder furnishes to the Company in writing, within ten (10) days after receipt of a request therefore, such information as the Company may reasonably request for use in connection with any Shelf Registration Statement and agrees to comply with Regulation M under the Exchange Act. Each Holder as to whose Registrable Securities any Shelf Registration Statement is being filed or maintained effective agrees to furnish promptly to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Holder not materially misleading.

     SECTION 6. LIQUIDATED DAMAGES

          (a) If the Exchange Act Registration Statement or the Securities Act Registration Statement, as applicable, shall not have been declared effective within ninety (90) days of the Registration Date as required by Section 2(a) hereof (an “Exchange Act Registration Default”) or if the Company does not effect a Demand Registration (or, in the case where a Shelf Registration Statement is available for resales of the Registrable Securities, does not file any required amendment or supplement to the prospectus contained in the Shelf Registration Statement or any such amendment shall not be effective) within the time periods specified in Section 3(b) hereof (a “Demand Registration Default”) or if the Company does not cause to be declared effective a Shelf Registration Statement on Form S-3 within ninety (90) days after it becomes a registrant entitled to use Form S-3 (a “Shelf Registration Default”), the Company shall, as promptly as practicable and in no event later than two (2) days following the end of the month in which such Registration Default initially occurred, pay liquidated damages (“Liquidated Damages”) in the form of Shares:

          (i) with respect to an Exchange Act Registration Default or a Shelf Registration Default, to each Holder of Shares in an amount equal to 1.0% of the number of such Holder’s Shares held on the date of such Registration Default upon payment by the Founding Shareholders (other than Sunrise Securities Corp.) to the Company of the par value of such Shares, subject to compliance with applicable securities laws; provided, that a Holder shall be paid Liquidated Damages only with respect to (A) any Shares that were acquired by such Holder in the Offering or in the after-market following the Offering and (B) any Shares that were acquired by such Holder pursuant to the exercise of the Purchase Option;

11

          (ii) with respect to a Demand Registration Default, to each Holder of Registrable Securities which had requested its Registrable Securities to be included in such Demand Registration (or underwritten offering in the case of a Shelf Registration Statement being used in lieu of a Demand Registration) in an amount equal to 1.0% of the number of such Holder’s Registrable Securities requested to be included therein upon payment by the Founding Shareholders (other than Sunrise Securities Corp.) to the Company of the par value of such Shares, subject to compliance with applicable securities laws.

          (b) The Company shall pay additional Liquidated Damages within two days of the end of each month until the Registration Default shall have been cured; provided that a pro rata portion of the Liquidated Damages shall be paid with respect to any month in which the Company shall have been in Registration Default for a portion of such month; and provided, further, that Liquidated Damages shall be payable for a maximum period of four (4) months following the occurrence of a Registration Default.

          Notwithstanding any other provision of this Agreement, the liquidated damages contemplated in this Section 6 shall be the sole and exclusive remedy available to the Holders in the event of a Registration Default by the Company.

     SECTION 7. CURRENT PUBLIC INFORMATION

          (a) Subject to Section 7(c) below, from and after the date hereof and until the Exchange Act Registration Statement or Securities Act Registration Statement, as applicable, shall have become effective, the Company shall furnish to the Holders:

          (i) unaudited quarterly reports prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) within 60 days after the end of each quarter;

          (ii) annual reports which shall contain audited financial statements prepared in accordance with GAAP and containing non-financial information substantially equivalent to the non-financial information that would be contained in an Annual Report on Form 10-K, within 120 days after the end of each year, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operation”; and

          (iii) reports substantially equivalent to the reports which would be required to be filed on Form 8-K within four business days after the event required to be reported with respect to the information set forth in Items (3), (4) (5) and (7) of Form 8-K, and within 10 days after the relevant event with respect to all other information required to be reported on Form 8-K; provided that any financial statements that would be required may be unaudited.

          (b) With respect to any proxy statement required to be prepared by the Company in connection with a Business Combination, such proxy statement shall

12

contain, subject to Section 7(c) below, substantially the same information as would be required in a proxy statement for an acquisition filed with the Commission as determined by the Board of Directors of the Company in their judgment.

          (c) Notwithstanding Sections 7(a) and 7(b), save to the extent required by law to be included in the Commission reports or proxy statements referred to above, such reports or proxy statements shall not be required to contain or include (i) any certification required by the Sarbanes-Oxley Act, (ii) any exhibits, (iii) separate financial statements for any acquired businesses or (iv) any pro forma financial information; provided, however, that such reports or proxy statements shall contain or include (i) at least one year of financial statements (if such financial statements would have been required by Regulation S-X) which, if permitted by applicable AIM requirements, may be unaudited, (ii) to the extent available, two or three years of historical financial statements (if such second or third year of financial statements would have been required by Regulation S-X), which may be unaudited and (ii) summaries of material contracts to the extent applicable.

     SECTION 8. REGISTRATION PROCEDURES

          Whenever required under this Agreement to use its commercially reasonable efforts to effect the registration of any Registrable Securities, the Company will use its commercially reasonable efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto the Company shall, as expeditiously as reasonably possible:

          (a) Prepare and file with the Commission a Registration Statement with respect to such Registrable Securities and use its best efforts to cause such Registration Statement to become and remain effective until the distribution thereof has been completed;

          (b) Furnish to the Holders such numbers of copies of a prospectus, including a preliminary prospectus, in conformity with the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of such Registrable Securities owned by them;

          (c) Notify the selling Holders of Registrable Securities promptly (but in any event within two (2) business days), and confirm such notice in writing (i) when a prospectus or any prospectus supplement or post-effective amendment has been filed, and, with respect to a Registration Statement or any post-effective amendment, when the same has become effective, (ii) of the issuance by the Commission of any stop order suspending the effectiveness of a Registration Statement or of any order preventing or suspending the use of any preliminary prospectus, (iii) if at any time when a prospectus is required by the Securities Act to be delivered in connection with the sales of Registrable Securities, the Company becomes aware that the representations and warranties of the Company contained in any agreement (including, without limitation, any underwriting agreement) contemplated in Section 8(g) below cease to be true and correct in any

13

material respect, (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of a Registration Statement or any of the Registrable Securities for offer or sale in any jurisdiction, or (v) if the Company becomes aware of the happening of any event that makes any statement made in such Registration Statement or related prospectus or document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in such Registration Statement, prospectus or documents so that, in the case of such Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;

          (d) Upon the occurrence of any event contemplated by Section 8(c) above, as promptly as practicable, prepare a supplement or post-effective amendment to the Registration Statement or a supplement to the related prospectus or any document incorporated or deemed to be incorporated therein by reference, or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Securities being sold thereunder, such prospectus will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;

          (e) As promptly as practicable after the Exchange Act Registration Statement or the Securities Act Registration Statement, as applicable, shall have been declared effective under the Securities Act, use its commercially reasonable efforts to cause the Shares to be authorized to be quoted and/or listed (to the extent applicable) on the American Stock Exchange, the New York Stock Exchange, the NASDAQ National Market (or, in each case, a successor thereto) or a similarly recognized trading platform, if the Shares so qualify;

          (f) Use its commercially reasonable efforts to register and qualify the Registrable Securities covered by the Registration Statement under such other securities or “Blue Sky” laws of such jurisdictions as shall be reasonably appropriate for the distribution of the Registrable Securities covered by the Registration Statement; provided that the Company shall not be required in connection therewith or as a condition thereto, to qualify to do business or to file a general consent to service of process in any such states or jurisdictions; and provided, further that (anything in this Agreement to the contrary notwithstanding with respect to the bearing of expenses) if any jurisdiction in which the Registrable Securities shall be qualified requires that expenses incurred in connection with the qualification of the securities in that jurisdiction be borne by selling shareholders, then such expenses shall be payable by the Holders of such Registrable Securities pro rata to the extent required by any jurisdiction;

14

           (g) In the case of any underwritten offering, enter into an underwriting agreement in form, scope and substance as is customary in underwritten offerings and take all other actions as are reasonably requested by the managing underwriters in order to expedite or facilitate the registration or disposition of the Registrable Securities, and in such connection, (i) make such representations and warranties to the underwriters, with respect to the business of the Company and its subsidiaries, and the Registration Statement, prospectus and documents, if any, incorporated or deemed to be incorporated by reference therein, in each case, in form, substance and scope as are customarily made by issuers to underwriters in underwritten offerings, and confirm the same if and when requested, (ii) obtain opinions of counsel to the Company and updates thereof (which opinions (in form, scope and substance) shall be reasonably satisfactory to the managing underwriters), addressed to the underwriters covering the matters customarily covered in opinions requested in underwritten offerings, (iii) obtain “cold comfort” letters and updates thereof from the independent public certified accountants of the Company (and, if necessary, any other independent certified public accounts of any subsidiary of the Company or of any business acquired by the Company for which financial statements and financial data are, or are required to be, included in the Registration Statement), addressed to each of the underwriters, such letters to be in customary form and covering matters of the type customarily covered in “cold comfort” letters in connection with underwritten offerings and (iv) if any underwriting agreement is entered into, the same shall contain indemnification provisions and procedures no less favorable to the Holders of Registrable Securities than those set forth in Section 12 hereof (or such other provisions and procedures acceptable to Holders of a majority of the Registrable Securities covered by such Registration Statement and the managing underwriters or agents). The above actions shall be taken at each closing under such underwriting agreement, or as and to the extent required thereunder;

          (h) Make available for inspection by any selling Holder of Registrable Securities, by any underwriter participating in any disposition to be effected pursuant to such Registration Statement and by any attorney, accountant or other agent retained by any such selling Holder or any such underwriter, all pertinent financial and other records and pertinent corporate documents and properties of the Company, and cause all of the Company’s officers, directors and employees to supply all information reasonably requested by any such selling Holder, underwriter, attorney, accountant or agent in connection with such Registration Statement; and

          (i) Use every reasonable effort to prevent the issuance of any stop order suspending the effectiveness of such Registration Statement or of any order preventing or suspending the use of any preliminary prospectus and, if any such order is issued, to obtain the lifting thereof at the earliest reasonable time.

     SECTION 9. INFORMATION FURNISHED BY HOLDERS

          It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Agreement with respect to the registration of any Holder’s Registrable Securities that such Holder furnish to the Company such information

15

regarding itself, the Registrable Securities held by such Holder, and the intended method of disposition of such Registrable Securities as the Company shall reasonably request and as shall be required in connection with the action to be taken by the Company.

     SECTION 10. RIGHT OF PREEMPTION

          (a) The Company shall give each Eligible Holder at least ten (10) days prior written notice (“Preemptive Rights Notice”) of the issuance by the Company for cash in connection with a Qualified Business Combination of any Shares or any other shares of capital stock and any options, warrants, convertible or exchangeable securities, or other rights to acquire Shares or other capital stock of the Company or securities exercisable, convertible or exchangeable for Shares or other capital stock of the Company (collectively, “QBC Securities”).

          (b) The Preemptive Rights Notice must set forth (i) the approximate number and type of QBC Securities proposed to be issued and sold and the proposed material terms of such QBC Securities, (ii) the proposed price or range of prices at which such QBC Securities are proposed to be sold and the terms of payment, and (iii) any other material feature, term or condition relating to such QBC Securities or the proposed sale thereof. Upon receipt of a Preemptive Rights Notice, each Eligible Holder will have the right, but not the obligation, to elect, within five (5) business days of receipt of the Preemptive Rights Notice, to purchase up to its pro rata share of such QBC Securities. Such pro rata share, for any Eligible Holder, shall be the ratio of (x) the sum, without duplication, of the total number of Shares held by such Eligible Holder prior to the issuance of QBC Securities to (y) the sum, without duplication, of the total number of Shares of the Company outstanding immediately prior to the issuance of QBC Securities held by all shareholders of the Company (in the case of both (x) and (y), assuming the full exercise, conversion or exchange of any options, warrants, convertible or exchangeable securities or other rights to acquire Shares of the Company). Any such election, if made, shall be irrevocable.

          (c) Each Eligible Holder’s purchase must be on the same terms and conditions as the balance of such issuance of QBC Securities. The closing of each Eligible Holder’s purchase of its portion of such QBC Securities will occur simultaneously with and will be conditioned upon the closing of the balance of the issuance of such QBC Securities. Any Holder of Shares that for any reason is not able to complete the purchase on such terms and conditions and on such closing date shall not be deemed an Eligible Holder and shall have no rights in respect of QBC Securities.

     SECTION 11. REGISTRATION EXPENSES

          (a) All expenses incident to the Company’s performance of or compliance with this Agreement will be borne by the Company regardless of whether any Registration Statement hereunder is filed or becomes effective, including without limitation and as applicable: (i) all Commission, securities exchange or NASD registration and filing fees and expenses; (ii) all fees and expenses of compliance with

16

U.S. federal securities and state blue sky laws and compliance with the rules of a securities exchange or NASD, as applicable; (iii) all expenses of printing, messenger and delivery services; (iv) all fees and disbursements of counsel for the Company; (v) all fees and disbursements of independent certified public accountants of the Company (including the expenses of any special audit and comfort letters required by or incident to such performance); and (vi) underwriters’ fees and expenses (but excluding discounts, commissions, or fees of underwriters, selling brokers, dealer directors or similar security industry professionals relating to the distribution of the Registrable Securities and the fees for counsel of the selling Holders).

          (b) The Company will, in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Company.

     SECTION 12. INDEMNIFICATION

          (a) The Company shall indemnify and hold harmless each Holder, its officers and employees and each Person, if any, who controls any such Holders, within the meaning of the Securities Act, from and against any loss, claim, damage or liability, joint or several, or any action in respect thereof, to which that Holder, officer, employee or controlling Person may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement filed pursuant hereto or in any amendment or supplement thereto; (ii) the omission or alleged omission to state in any Registration Statement filed pursuant hereto or in any amendment or supplement thereto any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and shall reimburse each Holder and each such officer, employee or controlling Person promptly upon demand for any legal or other expenses reasonably incurred by that Holder, officer, employee or controlling Person in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or action as such expenses are incurred; provided that no Holder shall be indemnified for untrue statements or alleged untrue statements or omissions or alleged omissions arising from information provided by the Holder in writing for inclusion in any Registration Statement filed pursuant hereto. The foregoing indemnity agreement is in addition to any liability which the Company may otherwise have to any Holder or to any officer, employee or controlling Person of that Holder.

          (b) Promptly after receipt by an indemnified party under this Section 12 of notice of any claim or the commencement of any action, the indemnified party shall, if a claim in respect thereof is to be made against the Company under this Section 12, notify the Company in writing of the claim or the commencement of that action; provided, however, that the failure to notify the Company shall not relieve it from any liability which it may have under this Section 12 except to the extent it has been materially prejudiced by such failure; and provided, further, that the failure to notify the

17

Company shall not relieve it from any liability which it may have to an indemnified party otherwise than under this Section 12. If any such claim or action shall be brought against an indemnified party, and it shall notify the Company thereof, the Company shall be entitled to participate therein and, to the extent that it wishes to assume the defense thereof with counsel reasonably satisfactory to the indemnified party. After notice from the Company to the indemnified party of its election to assume the defense of such claim or action, the Company shall not be liable to the indemnified party under this Section 12 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, any indemnified party shall have the right to employ separate counsel in any such action and to participate in the defense thereof but the fees and expenses of such counsel shall be at the expense of the indemnified party unless (i) the employment of such counsel has been specifically authorized by the Company in writing, or (ii) such indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Company and in the reasonable judgment of such counsel it is advisable for such indemnified party to employ separate counsel or (iii) the Company has failed to assume the defense of such action and employ counsel reasonably satisfactory to the indemnified party, in which case, if such indemnified party notifies the Company in writing that it elects to employ separate counsel at the expense of the Company, the Company shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to one local counsel) at any time for all such indemnified parties, which firm shall be designated in writing by the Holders of a majority in principal amount of the outstanding Shares and the Shares issuable upon exercise of the Warrants. The Company shall not (i) without the prior written consent of the indemnified parties (which consent shall not be unreasonably withheld), settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding or (ii) be liable for any settlement of any such action effected without its written consent (which consent shall not be unreasonably withheld), but if settled with the consent of the Company or if there be a final judgment of the plaintiff in any such action, the Company agrees to indemnify and hold harmless any indemnified party from and against any loss or liability by reason of such settlement or judgment.

          (c) If the indemnification provided for in this Section 12 shall for any reason be unavailable to or insufficient to hold harmless an indemnified party under Section 12(a) in respect of any loss, claim, damage or liability, or any action in respect thereof, referred to therein, then the Company shall, in lieu of indemnifying such indemnified party, contribute to the amount paid or payable by such indemnified party as a result of such loss, claim, damage or liability, or action in respect thereof, (i) in such

18

proportion as shall be appropriate to reflect the relative benefits received by the Company, on the one hand, and the Holders on the other, from the sale of the Shares or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but any other relevant equitable considerations. The Company and the Holders agree that it would not be just and equitable if contributions pursuant to this Section 12(c) were to be determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or by any other method of allocation which does not take into account the equitable considerations referred to herein. The amount paid or payable by an indemnified party as a result of the loss, claim, damage or liability, or action in respect thereof, referred to above in this Section 12 shall be deemed to include, for purposes of this Section 12(c), any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 12(c), no Holder shall be required to contribute any amount in excess of the amount by which the net proceeds received by it in connection with its sale of Shares exceeds the amount of any damages which such Holder has otherwise paid or become liable to pay by reason of the untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The Holders’ obligations to contribute as provided in this Section 12(c) are several and not joint.

     SECTION 13. MISCELLANEOUS

           (a) No Inconsistent Agreements. The Company shall not, on or after the date of this Agreement, enter into any agreement with respect to its securities that is inconsistent with the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof. Except as disclosed in the Offering Circular, the Company has not previously entered into any agreement granting any registration rights with respect to its Shares to any Person except for the registration rights given to the Founding Shareholders and the Placing Agent. The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of the Company’s Shares under any agreement in effect on the date hereof.

           (b) Amendments and Waivers. The provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to or departures from the provisions hereof may not be given unless the Company has obtained the written consent of Holders of eighty-five percent (85%) of the Registrable Securities at such time outstanding (it being understood, for the avoidance of doubt, that any Holder may waive any provision of this Agreement as to itself and its Shares).

           (c) Third Party Beneficiaries. The Holders shall be third party beneficiaries under this Agreement, entitled to enforce all of their rights hereunder. Other than as provided in the preceding sentence, nothing in this Agreement shall create

19

or be deemed to create any third parly beneficiary rights in any Person not a party to this Agreement.

           (d) Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, first-class mail (registered or certified, return receipt requested), telex, facsimile or air courier guaranteeing overnight delivery:

          (i) if to a Holder, at the address set forth in the record books of the Company; and

if to the Company to:

Cross Shore Acquisition Corporation
c/o Glencoe Capital
222 West Adam Street
Suite 100
Chicago, Illinois 60606
Attn: Chairman

with a copy to:

Fried, Frank, Harris, Shriver & Jacobson (London), LLP
99 City Road
London EC1Y 1AX
Attn: Karen C. Wiedemann

with copies to:

Sunrise Securities Corp.
641 Lexington Avenue
New York, NY 10022
Attn: President

and

Collins Stewart Limited
9th Floor
88 Wood Street
London EC2V 7QR

          Any such notices and communications shall take effect at the time of receipt thereof.

           (e) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties.

20

           (f) Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

           (g) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

           (h) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED, IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.

           (i) Severability. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby.

           (j) Entire Agreement. This Agreement is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein with respect to the investor rights granted by the Company herein. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter.

21

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

Very truly yours,
THE COMPANY:
CROSS SHORE ACQUISITION CORPORATION
By:	/s/ Dennis Smith
	Name:	Dennis Smith
	Title:	CEO
SUNRISE SECURITIES CORP.
By:	/s/ Marcia Kucher
	Name:	Marcia Kucher
	Title:	CFO
COLLINS STEWART LIMITED
By:	/s/ SEEMA PATERSON
	Name:	Seema Paterson
	Title:	Director, Corporate Finance

EX-4.3

Exhibit 4.3

REGISTRATION RIGHTS AGREEMENT

     THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of 24 April, 2006, by and among Cross Shore Acquisition Corporation, a corporation organized under the laws of the State of Delaware (the “Company”) and the undersigned parties listed on the signature page hereto (each, an “Investor” and collectively, the “Investors”).

     WHEREAS, the Investors currently hold all of the issued and outstanding securities of the Company;

     WHEREAS, the Investors and the Company desire to enter into this Agreement to provide the Investors with certain rights relating to the registration of the Common Shares held by them;

     NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows;

     1. DEFINITIONS. The following capitalized terms used herein have the following meanings:

          “Agreement” means this Agreement, as amended, restated, supplemented, or otherwise modified from time to time.

          “Commission” means the Securities and Exchange Commission, or any other federal agency then administering the Securities Act or the Exchange Act.

          “Common Shares” means the common shares, par value $0.0001 per share, of the Company.

          “Company” is defined in the preamble to this Agreement.

          “Demand Registration” is defined in Section 2.1.1.

          “Demanding Holder” is defined in Section 2.1.1.

          “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder, all as the same shall be in effect at the time.

          “Form S-3” is defined in Section 2.3.

          “Indemnified Party” is defined in Section 4.3.

          “Indemnifying Party” is defined in Section 4.3.

1

          “Investor” is defined in the preamble to this Agreement.

          “Investor Indemnified Party” is defined in Section 4.1.

          “Maximum Number of Shares” is defined in Section 2.1.4.

          “Notices” is defined in Section 6.3.

          “Piggy-Back Registration” is defined in Section 2.2.1.

          “Register,” “registered” and “registration” mean a registration effected by preparing and filing a registration statement or similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement becoming effective.

          “Registrable Securities” mean all of the Common Shares owned or held by Investors. Registrable Securities include any warrants, shares in the share capital or other securities of the Company issued as a dividend or other distribution with respect to or in exchange for or in replacement of such Common Shares. As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when: (a) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (b) such securities shall have been otherwise transferred and new certificates for them not bearing a legend restricting further transfer shall have been delivered by the Company; (c) such securities shall have ceased to be issued and outstanding, or (d) the Securities and Exchange Commission makes a definitive determination or US securities counsel to the Company delivers an opinion to the Company that the Registrable Securities are salable under Rule 144(k).

          “Registration Statement” means a registration statement filed by the Company with the Commission in compliance with the Securities Act and the rules and regulations promulgated thereunder for a public offering and sale of the Common Shares (other than a registration statement on Form S-4 or Form S-8, or their successors, or any registration statement covering only securities proposed to be issued in exchange for securities or assets of another entity).

          “Release Date” means the date on which Common Shares are disbursed from escrow pursuant to Section 3 of that certain Share Escrow Agreement dated as of     , 2006 by and among the parties hereto and Collins Stewart Limited, as escrow agent.

          “Reporting Date” means the date on which the Company has become obligated to file reports under the Exchange Act.

          “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder, all as the same shall be in effect at the

2

time.

          “Underwriter” means a securities dealer who purchases any Registrable Securities as principal in an underwritten offering and not as part of such dealer’s market-making activities.

     2. REGISTRATION RIGHTS.

     2.1 Demand Registration.

          2.1.1. Request for Registration. At any time and from time to time on or after the later of the Release Date and the Reporting Date, the holders of a majority-in-interest of the Registrable Securities held by the Investors or the transferees of the Investors may make a written demand for registration under the Securities Act of all or part of their Registrable Securities (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of Registrable Securities.

          2.1.2. Effective Registration. A registration will not count as a Demand Registration until the Registration Statement filed with the Commission with respect to such Demand Registration has been declared effective and the Company has complied with all of its obligations under this Agreement with respect thereto; provided, however, that if, after such Registration Statement has been declared effective, the offering of Registrable Securities pursuant to a Demand Registration is interfered with by any stop order or injunction of the Commission or any other governmental agency or court, the Registration Statement with respect to such Demand Registration will be deemed not to have been declared effective, unless and until, (i) such stop order or injunction is removed, rescinded or otherwise terminated, and (ii) a majority-in-interest of the Demanding Holders thereafter elect to continue the offering: provided, further, that the Company shall not be obligated to file a second Registration Statement until a Registration Statement that has been filed is counted as a Demand Registration or is terminated.

          2.1.3. Underwritten Offering. If a majority-in-interest of the Demanding Holders so elect and such holders so advise the Company as part of their written demand for a Demand Registration, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. In such event, the right of any holder to include its Registrable Securities in such registration shall be conditioned upon such holder’s participation in such underwriting and the inclusion of such holder’s Registrable

3

Securities in the underwriting to the extent provided herein. All Demanding Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such underwriting by a majority-in-interest of the holders initiating the Demand Registration.

          2.1.4. Reduction of Offering. If the managing Underwriter or Underwriters for a Demand Registration that is to be an underwritten offering advises the Company and the Demanding Holders in writing that the dollar amount or number of shares of Registrable Securities which the Demanding Holders desire to sell, taken together with all other Common Shares or other securities which the Company desires to sell and the Common Shares, if any, as to which registration has been requested pursuant to written contractual piggy-back registration rights held by other shareholders of the Company who desire to sell, exceeds the maximum dollar amount or maximum number of shares that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of shares, as applicable, the “Maximum Number of Shares”), then the Company shall include in such registration: (i) first, the Registrable Securities as to which Demand Registration has been requested by the Demanding Holders (pro rata in accordance with the number of shares of Registrable Securities which such Demanding Holder has requested be included in such registration, regardless of the number of shares of Registrable Securities held by each Demanding Holder) that can be sold without exceeding the Maximum Number of Shares; (ii) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (i), the Common Shares or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (iii) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i) and (ii), the Common Shares for the account of other persons that the Company is obligated to register pursuant to written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Shares; and (v) fourth, to the extent that the Maximum Number of Shares have not been reached under the foregoing clauses (i), (ii), and (iii), the Common Shares that other shareholders desire to sell that can be sold without exceeding the Maximum Number of Shares.

          2.1.5. Withdrawal. If a majority-in-interest of the Demanding Holders disapprove of the terms of any underwriting or are not entitled to include all of their Registrable Securities in any offering, such majority-in-interest of the Demanding Holders may elect to withdraw from such offering by giving written notice to the Company and the Underwriter or Underwriters of their request to withdraw prior to the effectiveness of the Registration Statement filed with the Commission with respect to such Demand Registration. If the majority-in-interest of the Demanding Holders withdraws from a proposed offering relating to a Demand Registration, then such registration shall not count as a Demand Registration provided for in Section 2.1.1.

     2.2 Piggy-Back Registration.

          2.2.1. Piggy-Back Rights. If at any time on or after the later of the Release Date

4

and the Reporting Date the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders of the Company for their account (or by the Company and by shareholders of the Company including, without limitation, pursuant to Section 2.1), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, then the Company shall (x) give written notice of such proposed filing to the holders of Registrable Securities as soon as practicable but in no event less than ten (10) days before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, of the offering, and (y) offer to the holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such holders may request in writing within fifteen (15) days following receipt of such notice (a “Piggy-Back Registration”). The Company shall cause such Registrable Securities to be included in such registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters shall enter into an underwriting agreement in customary form (with respect to selling shareholders) with the Underwriter or Underwriters selected for such Piggy-Back Registration.

          2.2.2 Reduction of Offering. If the managing Underwriter or Underwriters for a Piggy-Back Registration that is to be an underwritten offering advises the Company and the holders of Registrable Securities in writing that the dollar amount or number of Common Shares which the Company desires to sell, taken together with Common Shares, if any, as to which registration has been demanded pursuant to written contractual arrangements with persons other than the holders of Registrable Securities hereunder, the Registrable Securities as to which registration has been requested under this Section 2.2, and the Common Shares, if any, as to which registration has been requested pursuant to the written contractual piggy-back registration rights of other shareholders of the Company, exceeds the Maximum Number of Shares, then the Company shall include in any such registration:

               (i) If the registration is undertaken for the Company’s account: (A) first, the Common Shares or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A), the Common Shares, if any, including the Registrable Securities, as to which registration has been requested pursuant to written contractual piggy-back registration rights of security holders (pro rata in accordance with the number of Common Shares which each such person has actually requested to be included in

5

such registration, regardless of the number of Common Shares with respect to which such persons have the right to request such inclusion) that can be sold without exceeding the Maximum Number of Shares; and

               (ii) If the registration is a “demand” registration undertaken at the demand of persons other than the holders of Registrable Securities pursuant to written contractual arrangements with such persons, (A) first, the Common Shares for the account of the demanding persons that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A), the Common Shares or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; and (C) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B), the Registrable Securities as to which registration has been requested under this Section 2.2 (pro rata in accordance with the number of shares of Registrable Securities held by each such holder); and (D) fourth, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A), (B) and (C), the Common Shares, if any, as to which registration has been requested pursuant to written contractual piggy-back registration rights which other shareholders desire to sell that can be sold without exceeding the Maximum Number of Shares.

          2.2.3. Withdrawal. Any holder of Registrable Securities may elect to withdraw such holder’s request for inclusion of Registrable Securities in any Piggy-Back Registration by giving written notice to the Company of such request to withdraw prior to the effectiveness of the Registration Statement. The Company may also elect to withdraw a registration statement at any time prior to the effectiveness of the Registration Statement. Notwithstanding any such withdrawal, the Company shall pay all expenses incurred by the holders of Registrable Securities in connection with such Piggy-Back Registration as provided in Section 3.3.

     2.3 Registrations on Form S-3. The holders of Registrable Securities may at any time and from time to time, request in writing that the Company register the resale of any or all of such Registrable Securities on Form S-3 or any similar short-form registration which may be available at such time (“Form S-3”); provided, however, that the Company is eligible to use such form and provided further that the Company shall not be obligated to effect such request through an underwritten offering. Upon receipt of such written request, the Company will promptly give written notice of the proposed registration to all other holders of Registrable Securities, and, as soon as practicable thereafter, effect the registration of all or such portion of such holder’s or holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other holder or holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration pursuant to this Section 2.3: (i) if Form S-3 is not available for such offering; or (ii) if the holders of the Registrable Securities, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at any aggregate price to the public of less than $2,000,000. Registrations effected pursuant to this Section 2.3 shall not be counted as Demand Registrations

6

effected pursuant to Section 2.1.

     3. REGISTRATION PROCEDURES.

     3.1 Filings; Information. Whenever the Company is required to effect the registration of any Registrable Securities pursuant to Section 2, the Company shall use commercially reasonable efforts to effect the registration and sale of such Registrable Securities in accordance with the intended method(s) of distribution thereof as expeditiously as practicable, and in connection with any such request:

          3.1.1. Filing Registration Statement. The Company shall, as expeditiously as possible and in any event within sixty (60) days after receipt of a request for a Demand Registration pursuant to Section 2.1, prepare and file with the Commission a Registration Statement on any form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the sale of all Registrable Securities to be registered thereunder in accordance with the intended method(s) of distribution thereof, and shall use commercially reasonable efforts to cause such Registration Statement to become and remain effective for the period required by Section 3.1.3; provided, however, that the Company shall have the right to defer any Demand Registration for up to sixty (60) days, and any Piggy-Back Registration for such period as may be applicable to deferment of any demand registration to which such Piggy-Back Registration relates, in each case if the Company shall furnish to the holders a certificate signed by the Chief Executive Officer of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be materially detrimental to the Company and its shareholders for such Registration Statement to be effected at such time; provided further, however, that the Company shall not have the right to exercise the right set forth in the immediately preceding proviso more than once in any 365-day period in respect of a Demand Registration hereunder.

          3.1.2. Copies. The Company shall, prior to filing a Registration Statement or prospectus, or any amendment or supplement thereto, furnish without charge to the holders of Registrable Securities included in such registration that have so requested in writing, and such holders’ legal counsel, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement, the prospectus included in such Registration Statement (including each preliminary prospectus), and such other documents as the holders of Registrable Securities included in such registration or legal counsel for any such holders may request in order to facilitate the disposition of the Registrable Securities owned by such holders.

          3.1.3. Amendments and Supplements. The Company shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective and in compliance with the provisions of the Securities Act until all Registrable Securities and other securities covered by such Registration Statement have been disposed of in accordance with the intended method(s) of distribution set forth in such Registration Statement (which period shall not exceed the sum of

7

one hundred twenty (120) days plus any period during which any such disposition is interfered with by any stop order or injunction of the Commission or any governmental agency or court) or such securities have been withdrawn.

          3.1.4. Notification. After the filing of a Registration Statement, the Company shall promptly, and in no event more than two (2) business days after such filing, notify the holders of Registrable Securities included in such Registration Statement of such filing, and shall further notify such holders promptly and confirm such advice in writing in all events within two (2) business days of the occurrence of any of the following: (i) when such Registration Statement becomes effective; (ii) when any post-effective amendment to such Registration Statement becomes effective; (iii) the issuance or threatened issuance by the Commission of any stop order (and the Company shall take all actions required to prevent the entry of such stop order or to remove it if entered); and (iv) any request by the Commission for any amendment or supplement to such Registration Statement or any prospectus relating thereto or for additional information or of the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of the securities covered by such Registration Statement, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and promptly make available to the holders of Registrable Securities included in such Registration Statement any such supplement or amendment; except that before filing with the Commission a Registration Statement or prospectus or any amendment or supplement thereto, the Company shall furnish to the holders of Registrable Securities included in such Registration Statement, that have so requested in writing, and to the legal counsel for any such holders, copies of all such documents proposed to be filed sufficiently in advance of filing to provide such holders and legal counsel with a reasonable opportunity to review such documents and comment thereon, and the Company shall not file any Registration Statement or prospectus or amendment or supplement thereto, including documents incorporated by reference, to which such holders or their legal counsel shall reasonably object.

          3.1.5. State Securities Laws Compliance. The Company shall use commercially reasonable efforts to (i) register or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as the holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other Governmental Authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be necessary or advisable to enable the holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions: provided, however, that the Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph (e) or subject itself to taxation in any such jurisdiction.

          3.1.6. Agreements for Disposition. The Company shall enter into customary agreements (including, if applicable, an underwriting agreement in customary form) and take

8

such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities, The representations, warranties and covenants of the Company in any underwriting agreement which are made to or for the benefit of any Underwriters, to the extent applicable, shall also be made to and for the benefit of the holders of Registrable Securities included in such registration statement. No holder of Registrable Securities included in such registration statement shall be required to make any representations or warranties in the underwriting agreement except, if applicable, with respect to such holder’s organization, good standing, authority, title to Registrable Securities, lack of conflict of such sale with such holder’s material agreements and organizational documents, and with respect to written information relating to such holder that such holder has furnished in writing expressly for inclusion in such Registration Statement.

          3.1.7. Cooperation. The principal executive officer of the Company, the principal financial officer of the Company, the principal accounting officer of the Company and all other officers and members of the management of the Company shall cooperate fully in any offering of Registrable Securities hereunder, which cooperation shall include, without limitation, the preparation of the Registration Statement with respect to such offering and all other offering materials and related documents, and participation in meetings with Underwriters, attorneys, accountants and potential investors.

          3.1.8. Records. The Company shall make available for inspection by the holders of Registrable Securities included in such Registration Statement, any Underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other professional retained by any holder of Registrable Securities included in such Registration Statement or any Underwriter, all financial and other records, pertinent corporate documents and properties of the Company, as shall be necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors and employees to supply all information requested by any of them in connection with such Registration Statement.

          3.1.9. Opinions and Comfort Letters. The Company shall furnish to each holder of Registrable Securities included in any Registration Statement a signed counterpart, addressed to such holder, of (i) any opinion of counsel to the Company delivered to any Underwriter and (ii) provided that such holder has furnished customary representations and certifications, any comfort letter from the Company’s independent public accountants delivered to any Underwriter.

          3.1.10. Listing. The Company shall use its best efforts to cause all Registrable Securities included in any registration to be listed on such exchanges or otherwise designated for trading in the same manner as similar securities issued by the Company are then listed or designated.

     3.2 Obligation to Suspend Distribution. Upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3.1.4(iv), or, in the case of a resale registration on Form S-3 pursuant to Section 2.3 hereof, upon any suspension by the Company, pursuant to a written insider trading compliance program adopted by the Company’s

9

Board of Directors, of the ability of all “insiders” covered by such program to transact in the Company’s securities because of the existence of material non-public information, each holder of Registrable Securities included in any registration shall immediately discontinue disposition of such Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until such holder receives the supplemented or amended prospectus contemplated by Section 3.1.4(iv) or the restriction on the ability of “insiders” to transact in the Company’s securities is removed, as applicable, and, if so directed by the Company, each such holder will deliver to the Company all copies, other than permanent file copies then in such holder’s possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice.

     3.3 Registration Expenses. The Company shall bear all costs and expenses incurred in connection with any Demand Registration pursuant to Section 2.1, any Piggy-Back Registration pursuant to Section 2.2, and any registration on Form S-3 effected pursuant to Section 2.3, and all expenses incurred in performing or complying with its other obligations under this Agreement, whether or not the Registration Statement becomes effective, including, without limitation: (i) all registration and filing fees; (ii) fees and expenses of compliance with securities or “blue sky” laws (including fees and disbursements of counsel in connection with blue sky qualifications of the Registrable Securities); (iii) printing expenses; (iv) the Company’s internal expenses (including, without limitation, all salaries and expenses of its officers and employees); (v) the fees and expenses incurred in connection with the listing of the Registrable Securities as required by Section 3.1.11; (vi) National Association of Securities Dealers, Inc. fees; (vii) fees and disbursements of counsel for the Company and fees and expenses for independent certified public accountants retained by the Company (including the expenses or costs associated with the delivery of any opinions or comfort letters requested pursuant to Section 3.1.9); (viii) the fees and expenses of any special experts retained by the Company in connection with such registration and (ix) the fees and expenses of one legal counsel selected by the holders of a majority-in-interest of the Registrable Securities included in such registration. The Company shall have no obligation to pay any underwriting discounts or selling commissions attributable to the Registrable Securities being sold by the holders thereof, which underwriting discounts or selling commissions shall be borne by such holders. Additionally, in an underwritten offering, all selling shareholders and the Company shall bear the expenses of the underwriter pro rata in proportion to the respective amount of shares each is selling in such offering.

     3.4 Information. The holders of Registrable Securities shall provide such information’s may reasonably be requested by the Company, or the managing Underwriter, if any, in connection with the preparation of any Registration Statement, including amendments and supplements thereto, in order to effect the registration of any Registrable Securities under the Securities Act pursuant to Section 2 and in connection with the Company’s obligation to comply with federal and applicable state securities laws.

     4. INDEMNIFICATION AND CONTRIBUTION.

     4.1 Indemnification by the Company. The Company agrees to indemnify and hold

10

harmless each Investor and each other holder of Registrable Securities, and each of their respective officers, employees, affiliates, directors, partners, members, attorneys and agents, and each person, if any, who controls an Investor and each other holder of Registrable Securities (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, an “Investor Indemnified Party”), from and against any expenses, losses, judgments, claims, damages or liabilities, whether joint or several, arising out of or based upon any untrue statement (or allegedly untrue statement) of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement to such Registration Statement, or arising out of or based upon any omission (or alleged omission) to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of the Securities Act or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration; and the Company shall promptly reimburse the Investor Indemnified Party for any legal and any other expenses reasonably incurred by such Investor Indemnified Party in connection with investigating and defending any such expense, loss, judgment, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such expense, loss, claim, damage or liability arises out of or is based upon any untrue statement or allegedly untrue statement or omission or alleged omission made in such Registration Statement, preliminary prospectus, final prospectus, or summary prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished to the Company, in writing, by such selling holder expressly for use therein. The Company also shall indemnify any Underwriter of the Registrable Securities, their officers, affiliates, directors, partners, members and agents and each person who controls such Underwriter on substantially the same basis as that of the indemnification provided above in this Section 4.1.

     4.2 Indemnification by Holders of Registrable Securities. Each selling holder of Registrable Securities will, in the event that any registration is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by such selling holder, indemnify and hold harmless the Company, each of its directors and officers and each underwriter (if any), and each other person, if any, who controls such selling holder or such underwriter within the meaning of the Securities Act, against any losses, claims, judgments, damages or liabilities, whether joint or several, insofar as such losses, claims, judgments, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or allegedly untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement to the Registration Statement, or arise out of or are based upon any omission or the alleged omission to state a material fact required to be stated therein or necessary to make the statement therein not misleading, if the statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by such selling holder expressly for use therein, and shall reimburse the Company, its directors and officers, and each such controlling person for any legal or other expenses

11

reasonably incurred by any of them in connection with investigation or defending any such loss, claim, damage, liability or action. Each selling holder’s indemnification obligations hereunder shall be several and not joint and shall be limited to the amount of any net proceeds actually received by such selling holder.

     4.3 Conduct of Indemnification Proceedings. Promptly after receipt by any person of any notice of any loss, claim, damage or liability or any action in respect of which indemnity may be sought pursuant to Section 4.1 or 4.2, such person (the “Indemnified Party”) shall, if a claim in respect thereof is to be made against any other person for indemnification hereunder, notify such other person (the “Indemnifying Party”) in writing of the loss, claim, judgment, damage, liability or action; provided, however, that the failure by the Indemnified Party to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability which the Indemnifying Party may have to such Indemnified Party hereunder, except and solely to the extent the Indemnifying Party is actually prejudiced by such failure. If the Indemnified Party is seeking indemnification with respect to any claim or action brought against the Indemnified Party, then the Indemnifying Party shall be entitled to participate in such claim or action, and, to the extent that it wishes, jointly with all other Indemnifying Parties, to assume control of the defense thereof with counsel satisfactory to the Indemnified Party. After notice from the Indemnifying Party to the Indemnified Party of its election to assume control of the defense of such claim or action, the Indemnifying Party shall not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that in any action in which both the Indemnified Party and the Indemnifying Party are named as defendants, the Indemnified Party shall have the right to employ separate counsel (but no more than one such separate counsel) to represent the Indemnified Party and its controlling persons who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the Indemnified Party against the Indemnifying Party, with the fees and expenses of such counsel to be paid by such Indemnifying Party if, based upon the written opinion of counsel of such Indemnified Party, representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, consent to entry of judgment or effect any settlement of any claim or pending or threatened proceeding in respect of which the Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such judgment or settlement includes an unconditional release of such Indemnified Party from all liability arising out of such claim or proceeding.

     4.4 Contribution.

     4.4.1. If the indemnification provided for in the foregoing Sections 4.1, 4.2 and 4.3 is unavailable to any Indemnified Party in respect of any loss, claim, damage, liability or action referred to herein, then each such Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage, liability or action in such proportion as is appropriate to reflect the relative fault of the Indemnified Parties and the Indemnifying Parties in connection with the actions or omissions which resulted in such loss, claim, damage, liability or action, as well as any

12

other relevant equitable considerations. The relative fault of any Indemnified Party and any Indemnifying Party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by such Indemnified Party or such Indemnifying Party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

     4.4.2. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 4.4 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding Section 4.4.1. The amount paid or payable by an Indemnified Party as a result of any loss, claim, damage, liability or action referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses incurred by such Indemnified Party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 4.4, no holder of Registrable Securities shall be required to contribute any amount in excess of the dollar amount of the net proceeds (after payment of any underwriting fees, discounts, commissions or taxes) actually received by such holder from the sale of Registrable Securities which gave rise to such contribution obligation. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

     5. UNDERWRITING AND DISTRIBUTION.

     5.1 Rule 144. The Company covenants that it shall file any reports required to be filed by it under the Securities Act and the Exchange Act and shall take such further action as the holders of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holders to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rules may be amended from time to time, or any similar Rule or regulation hereafter adopted by the Commission.

     6. MISCELLANEOUS.

     6.1 Other Registration Rights. The Company represents and warrants that no person, other than a holder of the Registrable Securities, has any right to require the Company to register any shares of the Company’s share capital for sale or to include shares of the Company’s share capital in any registration filed by the Company for the sale of shares of share capital for its own account or for the account of any other person.

     6.2 Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. This Agreement and the rights, duties and obligations of the holders of Registrable Securities hereunder may be freely assigned or delegated by such holder of Registrable Securities in conjunction with and to the extent of any transfer of Registrable

13

Securities by any such holder. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and their respective successors and the permitted assigns of the Investor or holder of Registrable Securities or of any assignee of the Investor or holder of Registrable Securities. This Agreement is not intended to confer any rights or benefits on any persons that are not party hereto other than as expressly set forth in Article 4 and this Section 6.2.

     6.3 Notices. All notices, demands, requests, consents, approvals or other communications (collectively, “Notices”) required or permitted to be given hereunder or which are given with respect to this Agreement shall be in writing and shall be personally served, delivered by reputable air courier service with charges prepaid, or transmitted by hand delivery, telegram, telex or facsimile, addressed as set forth below, or to such other address as such party shall have specified most recently by written notice. Notice shall be deemed given on the date of service or transmission if personally served or transmitted by telegram, telex or facsimile; provided, that if such service or transmission is not on a business day or is after normal business hours, then such notice shall be deemed given on the next business day. Notice otherwise sent as provided herein shall be deemed given on the next business day following timely delivery of such notice to a reputable air courier service with an order for next-day delivery.

To the Company:

Cross Shore Acquisition Corporation
c/o Glencoe Capital
222 West Adams Street
Suite 100
Chicago, Illinois 60606
Attn: Chairman

with a copy to:

Fried, Frank, Harris, Shriver & Jacobson (London) LLP
99 City Road
London
EC1Y 1AX
Attention: Karen C. Wiedemann

To an Investor, to the address of such investor on the books of the Company,

with a copy to:

Sunrise Securities Corp.
641 Lexington Avenue, 25th Floor
New York, New York 10022
Attn: Sheldon Gloldman

14

     6.4 Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.

     6.5 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one and the same instrument.

     6.6 Entire Agreement. This Agreement (including all agreements entered into pursuant hereto and all certificates and instruments delivered pursuant hereto and thereto) constitute the entire agreement of the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, representations, understandings, negotiations and discussions between the parties, whether oral or written.

     6.7 Modifications and Amendments. No amendment, modification or termination of this Agreement shall be binding upon any party unless executed in writing by such party.

     6.8 Titles and Headings. Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision of this Agreement.

     6.9 Waivers and Extensions. Any party to this Agreement may waive any right, breach or default which such party has the right to waive, provided that such waiver will not be effective against the waiving party unless it is in writing, is signed by such party, and specifically refers to this Agreement. Waivers may be made in advance or after the right waived has arisen or the breach or default waived has occurred. Any waiver may be conditional. No waiver of any breach of any agreement or provision herein contained shall be deemed a waiver of any . preceding or succeeding breach thereof nor of any other agreement or provision herein contained. No waiver or extension of time for performance of any obligations or acts shall be deemed a waiver or extension of the time for performance of any other obligations or acts.

     6.10 Remedies Cumulative. In the event that the Company fails to observe or perform any covenant or agreement to be observed or performed under this Agreement, the Investor or any other holder of Registrable Securities may proceed to protect and enforce its rights by suit in equity or action at law, whether for specific performance of any term contained in this Agreement or for an injunction against the breach of any such term or in aid of the exercise of any power granted in this Agreement or to enforce any other legal or equitable right, or to take any one or more of such actions, without being required to post a bond. None of the rights, powers or remedies conferred under this Agreement shall be mutually exclusive, and each such right, power or remedy shall be cumulative and in addition to any other right, power or remedy, whether conferred by this Agreement or now or hereafter available at law, in equity, by statute or otherwise.

15

     6.11 Governing Law. This Agreement shall be governed by, interpreted under, and construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed within the State of New York, without giving effect to any choice-of-law provisions thereof that would compel the application of the substantive laws of any other jurisdiction.

     6.12 Waiver of Trial by Jury. Each party hereby irrevocably and unconditionally waives the right to a trial by jury in any action, suit, counterclaim or other proceeding (whether based on contract, tort or otherwise) arising out of, connected with or relating to this Agreement, the transactions contemplated hereby, or the actions of the Investor in the negotiation, administration, performance or enforcement hereof.

REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

16

IN WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to be executed and delivered by their duly authorized representatives as of the date first written above.

	CROSS SHORE ACQUISITION CORPORATION
	A Delaware corporation
By:	/s/ Dennis Smith
	Name:
	Title:
	INVESTORS:
	/s/ Stephen Stonefield
	STEPHEN STONEFIELD
	/s/ Jon Burgman
	JON BURGMAN
	/s/ Dennis Smith
	CSA I, LLC
	/s/ Dennis Smith
	CSA II, LLC
	/s/ Dennis Smith
	CSA III, LLC
	/s/ Marcia Kucher
	SUNRlSE SECURITIES CORP.

EX-4.4

Exhibit 4.4

Certificate No. Registration Date No. of Shares

ReSearch Pharmaceutical Services, Inc.
(Incorporated in Delaware under the General Corporation Law of the State of Delaware)

	COMMON STOCK	ISIN:
This is to certify that		CUSIP:
Is/are the registered holder(s) of

Common Stock, having par value of $0.0001 fully paid in ReSearch Pharmaceutical Services, Inc. subject to the Certificate of Incorporation and the By-laws of the Company

PRIOR TO INVESTING IN THE SECURITIES OR CONDUCTING ANY TRANSACTIONS IN THE SECURITIES, INVESTORS ARE ADVISED TO CONSULT PROFESSIONAL ADVISERS REGARDING THE RESTRICTIONS ON TRANSFER SUMMARIZED BELOW AND ANY OTHER RESTRICTIONS.

THIS SECURITY(OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), AND IS A RESTRICTED SECURITY (AS DEFINED IN RULE 144 OF THE U.S. SECURITIES ACT). THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. HEDGING TRANSACTIONS INVOLVING THIS SECURITY MAY NOT BE CONDUCTED DIRECTLY OR INDIRECTLY, UNLESS IN COMPLIANCE WITH THE U.S. SECURITIES ACT. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE U.S. SECURITIES ACT PROVIDED BY RULE 144A OR REGULATION S THEREUNDER.

THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (I) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE U.S. SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A (IF AVAILABLE) (II) OUTSIDE OF THE UNITED STATES IN AN OFFSHORE TRANSACTION AS SUCH TERM IS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT IN ACCORDANCE WITH RULES 904 AND 905 OF REGULATION S UNDER THE U.S. SECURITIES ACT (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (IV) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT. IN EACH OF CASES (I) THROUGH (IV) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE,

THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO TRANSFER RESTRICTIONS WHICH REQUIRE THAT IN ADDITION TO ANY CERTIFICATIONS REQUIRED FROM A TRANSFEROR AS SET FORTH ON THE REVERSE OF THIS CERTIFICATE, PRIOR TO THE EXPIRATION OF A DISTRIBUTION COMPLIANCE PERIOD OF AT LEAST SIX MONTHS, THE TRANSFEREE CERTIFIES AS TO WHETHER OR NOT IT IS A U.S. PERSON, WITHIN THE MEANING OF REGULATION S UNDER THE U.S. SECURITIES ACT AND MUST PROVIDE CERTAIN OTHER CERTIFICATIONS AND AGREEMENTS, PRIOR TO PERMITTING ANY TRANSFER, THE COMPANY MAY REQUEST AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH TRANSFER IS TO BE EFFECTED IN A TRANSACTION MEETING THE REQUIREMENTS OF REGULATION S UNDER THE U.S. SECURITIES ACT OR IS EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT.

Chief Executive Officer Secretary

No transfer of the shares (or any portion thereof) comprised in this certificate can be registered until this certificate has been lodged with the Company’s Registrars: Capita IRG (Offshore) Limited, Victoria Chambers, Liberation Square, 1/3 The Esplanade, St. Helier, Jersey JE4 OFF UK Transfer Agent: Capita Registrars, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU

Certificate No. Lodging Agent Code

ReSearch Pharmaceutical Services, Inc.

To

Transfer Agent:
Capita Registrars
The Registry
34 Beckenham Road,
Beckenham, Kent BR3 4TU.
Telephone
               From UK:0870 162 3100
               From Overseas: +044) 208 639 2157
C984/01

This Common Stock Certificate and the shares of common stock represented hereby shall be held subject to all of the provisions of the Certificate of Incorporation and the By-laws of the Company and any amendments thereto, a copy of each of which is on file at the office of the Company and made a part hereof as fully as though the provisions of said Certificate of Incorporation and By-laws were imprinted in full on this Common Stock Certificate, to all of which the holder of this Common Stock Certificate, by acceptance hereof, assents and agrees to be bound. The Company will furnish without charge to each shareholder who so requests a copy of the Certificate of Incorporation and the By-laws of the Company.

In connection with any transfer of this Common Stock Certificate, the holder certifies that (check one):

o	(a)	This Common Stock Certificate is being transferred to the Company.
o	(b)	This Common Stock Certificate is being transferred pursuant to an effective registration statement under the Securities Act and in accordance with any applicable laws of the United States and any state of the United States.
o	(c)	(i) This Common Stock Certificate is being transferred in an offshore transaction in accordance with Rules 904 and 905 of Regulation S (“Regulation S”) under the U.S. Securities Act of 1933, as amended, and the transferor and transferee of this Common Stock Certificate shall make certain representations and warranties in a form reasonably satisfactory to the Company related to such transfer to confirm compliance with Regulation S.
o	(d)	This Common Stock Certificate is being transferred pursuant to an exemption from registration under the Securities Act in compliance with Rule 144, if applicable, under the Securities Act and is in accordance with applicable US and state securities laws and in relation to which the Holder has furnished to the Company an opinion to such effect from counsel of recognized standing in form and substance satisfactory to the Company prior to such offer, sale, pledge or transfer.
o	(e)	This Common Stock Certificate is being transferred to a person whom the Holder reasonably believes is a qualified institutional buyer (as defined in Rule 144A under the Securities Act) in a transaction meeting the requirements of Rule 144A (if available) an is in accordance with applicable US state securities laws.

The Transfer Agent shall not be obligated to register this Common Stock Certificate in the name of any person other than the Holder thereof unless and until the conditions to any such transfer or registration set forth herein and on the face hereof shall have been satisfied.

By:

Name:

Title:

The above signature shall not constitute an endorsement of this Common Certificate. Assignment and transfer of this Common Stock Certificate shall not be effected by an endorsement on this certificate, but by execution and deliver of a separate stock transfer form, which may be obtained from the Company’s Transfer Agent.

Unless otherwise specified, terms used in this certificate have the meanings set forth in Regulation S. Transferee and the Issuer are entitled to rely upon this certificate and are irrevocably authorized to produce this certificate or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.

EX-4.5

Exhibit 4.5

RESEARCH PHARMACEUTICAL SERVICES, INC.
2007 EQUITY INCENTIVE PLAN

Effective August 30, 2007

RESEARCH PHARMACEUTICAL SERVICES, INC.
2007 EQUITY INCENTIVE PLAN

The purposes of the Research Pharmaceutical Services, Inc. 2007 Equity Incentive Plan (formerly known as the Cross Shore Acquisition Corporation 2007 Equity Incentive Plan) (the “Plan”) are to: (a) further the growth and success of Research Pharmaceutical Services, Inc., a Delaware corporation (the “Company”) and its Related Entities, by enabling selected employees, directors, consultants and advisors of the Company or a Related Entity to acquire shares of common stock of the Company, thereby increasing their personal interest in such growth and success, (b) provide a means of rewarding outstanding performance of such persons, and (c) provide a means whereby the Company may grant Replacement Options to individuals who held options to purchase common stock of Research Pharmaceutical Services, Inc., a Pennsylvania corporation prior to the Closing Date. The terms of the Plan shall be incorporated in the Award Agreement to be executed by the Participant. (All capitalized terms not otherwise defined in this paragraph shall have the meaning as set forth below).

1. Definitions

     1.1 “Award” means a grant of Options or Restricted Shares to an Eligible Person pursuant to the provisions of this Plan. Each separate grant of Options or Restricted Shares to an Eligible Person and each group of Options that vests on a separate date, or a group of Restricted Shares with respect to which restrictions lapse on a separate date, is treated as a separate Award.

     1.2 “Award Agreement” means a written agreement in such form or forms as the Board or the Committee (subject to the terms and conditions of this Plan) may from time to time approve evidencing and reflecting the terms of an Award.

     1.3 “Board” means the Board of Directors of the Company, as constituted from time to time.

     1.4 “Cause” means:

          (a) with respect to any Replacement Option and with respect to any Option granted to a Participant who has not entered into an employment agreement with the Company or a Related Entity, the Board or the Committee’s determination that the Participant:

               (i) has engaged in any type of disloyalty to the Company or a Related Entity, including without limitation, fraud, embezzlement, theft or dishonesty in the course of his or her employment or engagement, or has otherwise breached any fiduciary duty owed to the Company or a Related Entity;

               (ii) has been arrested for, charged with, or convicted of a felony; or

               (iii) has breached any agreement with or duty to the Company or a Related Entity in respect of confidentiality, non-disclosure, non-competition or otherwise; and

          (b) with respect to any Option (other than a Replacement Option) granted to

- 2 -

any Participant who has entered into an employment agreement with the Company or a Related Entity, “cause” (or any similar term) as defined in such employment agreement.

     1.5 “Change of Control” means, after the Closing Date, the happening of an event, which shall be deemed to have occurred upon the earliest to occur of the following events:

          (a) the acquisition in one or more transactions by any “Person” (as the term person is used for purposes of Sections 13(d) or 14(d) of the Exchange Act) of “Beneficial ownership” (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of fifty percent (50%) or more of the combined voting power of the Company’s then outstanding voting securities (the “Voting Securities”), provided that for purposes of this clause (i) Voting Securities acquired directly from the Company by any Person shall be excluded from the determination of such Person’s Beneficial ownership of Voting Securities (but such Voting Securities shall be included in the calculation of the total number of Voting Securities then outstanding); or

          (b) approval by shareholders of the Company of:

               (i) a merger, reorganization or consolidation involving the Company if the shareholders of the Company, immediately before such merger, reorganization or consolidation do not or will not own directly or indirectly immediately following such merger, reorganization or consolidation, more than fifty percent (50%) of the combined voting power of the outstanding voting securities of the entity resulting from or surviving such merger, reorganization or consolidation in substantially the same proportion as their ownership of the Voting Securities outstanding immediately before such merger, reorganization or consolidation;

               (ii) a complete liquidation or dissolution of the Company; or

               (iii) an agreement for the sale or other disposition of all or substantially all of the assets of the Company to an entity that is not a Related Entity; or

          (c) acceptance by shareholders of the Company of shares or units in a share or unit exchange if the shareholders of the Company immediately before such share exchange do not or will not own directly or indirectly immediately following such share or unit exchange more than fifty percent (50%) of the combined voting power of the outstanding voting securities of the entity resulting from or surviving such share or unit exchange in substantially the same proportion as their ownership of the Voting Securities outstanding immediately before such share or unit exchange.

          Notwithstanding the foregoing, with respect to Replacement Options, all references to the Company in this Section shall be read as references to the Company or to Research Pharmaceutical Services, LLC, a Delaware limited liability company and its successors and all references to shareholders of the Company shall be read as references to shareholders of the Company or to unitholders of Research Pharmaceutical Services, LLC, a Delaware limited liability company and its successors.

     1.6 “Closing Date” means the closing date as described in the Agreement and Plan of Merger among Cross Shore Acquisition Corporation, Longxia Acquisition, Inc., Research Pharmaceutical Services, Inc., and the shareholders of Research Pharmaceutical Services, Inc.

- 3 -

     1.7 “Code” means the Internal Revenue Code of 1986, as amended or any successor law.

     1.8 “Committee” means a committee appointed by the Board in accordance with Section 3.1 of the Plan, and if one is appointed, then such committee shall possess all of the power and authority of, and shall be authorized to take any and all actions required to be taken hereunder by, and make any and all determinations required to be taken hereunder by, the Board.

     1.9 “Common Stock” means common stock of the Company, par value $0.0001 per share.

     1.10 “Company” means Research Pharmaceutical Services, Inc., a Delaware corporation.

     1.11 “Director” means an individual who is a member of the Board of Directors or the board of managers of the Company or a Related Entity.

     1.12 “Disability” means:

          (a) with respect to Incentive Stock Options, the “permanent and total disability” (within the meaning of Section 22(e)(3) of the Code) of an employee which would entitle that employee to receive Social Security Disability Income under the Social Security Act, as amended, and the regulations promulgated thereunder.

          (b) with respect to non-qualified stock options or an award of Restricted Shares, a disability of an employee or a Director which renders such employee or Director unable to perform the full extent of his or her duties and responsibilities by reason of his or her illness or incapacity and which qualifies as a disability under the employer’s long-term disability plan; provided, however, (i) if a Participant is bound by the terms of an employment agreement between the Participant and the Company or a Related Entity, whether the Participant is “Disabled” for purposes of the Plan shall be determined in accordance with the procedures set forth in said employment agreement, if such procedures are therein provided; and (ii) a Participant bound by such an employment agreement shall not be determined to be Disabled under the Plan any earlier than he or she would be determined to be disabled under his or her employment agreement.

     The term “Disabled” shall mean having a Disability. The determination of whether a Participant is Disabled shall be made by the Board, whose determination shall be conclusive.

     1.13 “Eligible Person” means:

          (a) with respect to Awards of Incentive Stock Options, any person employed by the Company or by a Related Entity that is (1) a subsidiary or parent corporation of the Company, or (2) a single-member limited liability company with the Company or its subsidiary corporation as its sole member;

- 4 -

          (b) with respect to an Award of a non-qualified stock option or an Award of Restricted Shares, any person employed by the Company or a Related Entity, advisors and consultants to the Company or a Related Entity, and any Director.

     1.14 “Exchange Act” means the Securities Exchange Act of 1934, as amended.

     1.15 “Fair Market Value Per Share” means, as of any date: (i) the closing price of the Shares as reported on the principal nationally recognized stock exchange on which the Shares are traded on such date, or if no Share prices are reported on such date, the closing price of the Shares on the next preceding date on which there were reported Share prices; or (ii) if the Shares are not listed or admitted to unlisted trading privileges on a nationally recognized stock exchange, the closing price of the Shares as reported by The NASDAQ Stock Market on such date, or if no Share prices are reported on such date, the closing price of the Shares on the next preceding date on which there were reported Share prices; or (iii) if the Shares are not listed or admitted to unlisted trading privileges on a nationally recognized stock exchange or traded on The NASDAQ Stock Market, then the Fair Market Value shall be determined by the Board acting in its discretion and consistent with the requirements of Section 409A of the Code, which determination shall be conclusive.

     1.16 “Incentive Stock Option” means an Option that is an incentive stock option as described in Section 422 of the Code.

     1.17 “Option” means an Incentive Stock Option or non-qualified stock option to purchase Shares that is awarded pursuant to the Plan.

     1.18 “Other Available Shares” means, as of any date the total number of Shares owned by a Participant; provided, however, that Other Available Shares with respect to Replacement Options and Restricted Shares granted prior to the Closing Date means, as of any date:

          (a) the total number of Shares owned by a Participant; in excess of

          (b) the sum of

               (i) the number of Shares owned by such Participant for less than six months; plus

               (ii) the number of Shares owned by such Participant that has, within the preceding six months, been surrendered as payment in full or in part, of the exercise price for an option to purchase any securities of the Company under any restricted stock, stock bonus, stock option or other compensation plan, program or arrangement established or maintained by the Company.

          If 1.18(a) is not greater than 1.18(b), the amount of “Other Available Shares” in the case of Replacement Options and Restricted Shares granted prior to the Closing Date shall be zero.

     1.19 “Participant” means an Eligible Person to whom an Award is granted pursuant to the Plan.

- 5 -

     1.20 “Performance Goals” means the goal or goals applicable to a Participant’s Performance Shares that are deemed by the Committee to be important to the success of the Company or any of its subsidiaries. The Committee shall establish specific measures for each applicable goal for a restriction period, which need not be uniform with respect to each Participant. In creating these measures, the Committee shall use one or more of the following business criteria: sales, profit, return on sales, net operating profit after taxes, investment turnover, customer service indices, funds from operations, income from operations, return on assets, return on net assets, asset turnover, return on equity, return on capital, market price appreciation of shares of Common Stock, economic value added, total shareholder return, net income, pre-tax income, earnings per share, operating profit margin, net income margin, sales margin, cash flow, market share, inventory turnover, sales growth, net revenue growth, capacity utilization, customer penetration, increase in customer base, net income growth, expense control and hiring of personnel. The business criteria may apply to the individual, a division, or to the Company and/or one or more subsidiaries and may be weighted and expressed in absolute terms or relative to the performance of other individuals or companies or an index. The Committee shall determine the restriction period and the Performance Goals and measures (and weighting thereof) applicable to such period not later than the earlier of (i) 90 days after the commencement of the restriction period, or (ii) the expiration of 25% of the restriction period.

     1.21 “Performance Share” means a type of Restricted Share, where the lapse of restrictions is based on Performance Goals.

     1.22 “Person” means an individual, partnership, corporation, limited liability company, trust, joint venture, unincorporated association, or other entity or association.

     1.23 “Plan” means this Research Pharmaceutical Services, Inc. 2007 Equity Incentive Plan, as amended from time to time.

     1.24 “Pool” means the pool of Shares subject to the Plan, as described in Article 4, and as adjusted in accordance with Article 8 of the Plan.

     1.25 “Related Entity” means any entity that is in the same controlled group as the Company for purposes of Sections 414(b) or (c) of the Code.

     1.26 “Replacement Option” means an Option that is automatically granted pursuant to Section 19.8 in replacement for options held prior to the Closing Date to purchase common stock of Research Pharmaceutical Services, Inc. (a Pennsylvania corporation).

     1.27 “Restricted Shares” means Shares that are subject to restrictions pursuant to Article 6 of the Plan.

     1.28 “Securities Act” means the Securities Act of 1933, as amended.

     1.29 “Shares” means shares of Common Stock including, without limitation, Restricted Shares.

     1.30 “Termination of Service” means (i) with respect to an Award granted to an employee, the termination of the employment relationship between the employee and the

- 6 -

Company and all Related Entities; (ii) with respect to an Award granted to a consultant or advisor, the termination of the consulting or advisory relationship between the consultant or advisor and the Company and all Related Entities; and (iii) with respect to an Award granted to a Director, the cessation of the provision of services as a Director of the Company and all Related Entities; provided, however, that if the Participant’s status changes from employee, consultant, advisor or Director to any other status eligible to receive an Award under the Plan, no Termination of Service occurs until the Grantee’s new status with the Company and all Related Entities terminates. For purposes of this paragraph, if a Grantee is an employee, consultant, advisor or Director of a Related Entity and not the Company, the Grantee shall incur a Termination of Service when such entity ceases to be a Related Entity, unless the Committee determines otherwise. A Termination of Service shall not be deemed to have resulted by reason of a bona fide leave of absence approved by the Committee, and in the case of an Incentive Stock Option, that is consistent with Treas. Reg. section 1.421-1(h) and any successor thereto. Notwithstanding the preceding sentences, with respect to a Replacement Option, the term “Termination of Service” means a termination of the employment or consulting relationship with or the cessation of provision of services to Research Pharmaceutical Services, LLC, a Delaware limited liability company and its successors.

2. Participation

Subject to the terms of the Plan, the Board or the Committee (i) will select Participants from among the Eligible Persons and (ii) may make Awards at any time and from time to time to Eligible Persons. Any Award may include or exclude any Eligible Person, as the Board or the Committee shall determine in its sole discretion. An Eligible Person who has received an Award, if he or she is otherwise eligible, may receive additional Awards. Notwithstanding the foregoing, an individual to whom a Replacement Option is automatically granted shall be a Participant.

3. Administration

     3.1 Committee. The Board shall administer the Plan. The Board may at any time appoint a Committee of at least two persons to administer the Plan on behalf of the Board subject to such terms and conditions as the Board may prescribe. Members of the Committee shall serve for such period of time as the Board may determine. Members of the Board or the Committee who are eligible for Awards or who have received Awards may vote on any matters affecting the administration of the Plan or the granting of Awards pursuant to the Plan, except that no such member shall act upon an Award to himself or herself, but any such member may be counted in determining the existence of a quorum at any meeting of the Board or the Committee during which action is taken with respect to an Award to himself or herself. From time to time the Board may increase the size of the Committee and appoint additional members thereto, remove members (with or without cause) and appoint new members in substitution therefor, fill vacancies however caused, or remove all members of the Committee and thereafter directly administer the Plan.

     3.2 Powers. Subject to the provisions of the Plan, the Board or, to the extent delegated by the Board, the Committee shall have the authority, in its discretion:

- 7 -

          (a) to make Awards to any Eligible Person;

          (b) to determine the Fair Market Value Per Share;

          (c) to designate the Option as an Incentive Stock Option or a non-qualified stock option and determine the exercise price of the Options to be awarded in accordance with Article 5 of the Plan;

          (d) to determine the purchase price, if any, for Restricted Shares awarded in accordance with Article 6 of the Plan;

          (e) to determine the Eligible Persons to whom, and the time or times at which, Awards shall be made, and the number of Shares to be subject to each Award;

          (f) to prescribe, amend and rescind rules and regulations relating to the Plan;

          (g) to determine the terms and provisions of each Award under the Plan and each Award Agreement (which need not be identical with the terms of other Awards and Award Agreements) and, with the consent of the Participant, to modify or amend an outstanding Award or Award Agreement;

          (h) to determine the conditions that must be satisfied under any Award in order for an Option to vest and become exercisable, or, for the restrictions on any Restricted Share to lapse, which conditions may include satisfaction of performance goals, passage of set periods of time and/or other criteria as determined by the Board or the Committee;

          (i) to accelerate the vesting or exercise date of any Option and/or to waive, in whole or in part, any or all remaining restrictions on any Restricted Shares;

          (j) to interpret the Plan or any agreement entered into with respect to an Award, the exercise of Options, or the removal of restrictions on Restricted Shares;

          (k) to authorize any person to execute on behalf of the Company any instrument required to effectuate an Award or to take such other actions that may be necessary or appropriate with respect to the Company’s or Related Entity’s rights pursuant to Awards or Award Agreements; and

          (l) to make such other determinations and establish such other procedures as it deems necessary or advisable for the administration of the Plan.

     3.3 Effect of Decisions. All decisions, determinations and interpretations of the Board or the Committee shall be final and binding with respect to all Awards and Award Agreements under the Plan.

     3.4 Limitation of Liability. Notwithstanding anything herein to the contrary, no member of the Board or the Committee shall be liable for any good faith determination, act or failure to act in connection with the Plan, any Award, or any Award Agreement hereunder.

- 8 -

4. Stock Subject to the Plan

     4.1 Subject to the provisions of this Article 4 and the provisions of Article 8 of the Plan, a total of 6,792,271 Shares are reserved for issuance under this Plan. In addition, on the first day of each fiscal year, the aggregate number of Shares reserved for issuance under this Plan shall be increased automatically (but not decreased) by a number of Shares such that the total number of Shares reserved for issuance under the Plan equals fifteen percent (15%) of the number of Shares outstanding, calculated on a fully diluted basis as of such date. Under the Plan, no Participant may receive in any calendar year Options relating to more than 1,000,000 Shares, provided, however, that any Replacement Options granted shall not be counted for purposes of this limit. Options awarded from the Pool may be either Incentive Stock Options or non-qualified stock options, as determined by the Board or the Committee; provided, however, that no Incentive Stock Options shall be awarded from the Pool except with respect to Replacement Options. If an Option expires or becomes unexercisable for any reason without having been exercised in full, the unexercised Shares shall be returned to the Pool and become available for future award under the Plan, unless the Plan was terminated earlier. Similarly, if and to the extent that any Restricted Share is canceled, repurchased or forfeited for any reason, that Share will again become available for grant under the Plan.

     4.2 Shares to be delivered under the Plan will be made available, at the discretion of the Board or the Committee, from authorized but unissued Shares and/or from previously issued Shares reacquired by the Company.

5. Terms and Conditions of Options

     5.1 Option Awards. Options may be granted either alone or in conjunction with other Awards. Each Option awarded pursuant to the Plan shall be authorized by the Board or the Committee, and shall be evidenced by an Award Agreement in such form as the Board or the Committee may from time to time determine. The provisions of Awards need not be the same with respect to each Participant. The prospective recipient of an Award of Options will not have any rights with respect to such Award, unless and until such recipient has executed an Award Agreement and has delivered a fully executed copy thereof to the Company, and has otherwise complied with the applicable terms and conditions of such Award.

     5.2 Option Award Agreements. Each Award Agreement shall incorporate by reference all other terms and conditions of the Plan, including the following terms and conditions:

          (a) Number of Shares. The Award Agreement shall state the number of Shares subject to the Option, which shall not include fractional Shares.

          (b) Option Price. The price per Share payable on the exercise of any Option shall be stated in the Award Agreement and may not be less than the Fair Market Value Per Share on the date such Option is awarded. Notwithstanding the foregoing, if an Incentive Stock Option is awarded under this Plan to any person who, at the time of the award of such Incentive Stock Option, owns stock possessing more than 10% of the total combined voting power of all classes of the Company’s stock, the price per Share payable upon exercise of such Incentive

- 9 -

Stock Option shall be no less than 110 percent (110%) of the Fair Market Value Per Share on the date such Option is awarded.

          (c) Form of Option. The Award Agreement will state that the Option awarded is either an Incentive Stock Option or a non-qualified stock option, and will constitute a binding determination as to the form of Option awarded, subject to the provisions of Section 5.5(c) below.

The Award Agreement may contain such other provisions as the Board or the Committee in its discretion deems advisable and which are not inconsistent with the provisions of this Plan.

     5.3 Consideration. The Board or the Committee shall determine the method of payment for the Shares to be issued upon the exercise of an Option, which may consist entirely of cash, personal or certified check, or, at the election of the Participant and as the Board or the Committee may, in its sole discretion, approve, by surrendering Shares with an aggregate Fair Market Value Per Share equal to the aggregate Option price, or by delivering such combination of Shares and cash as the Board or the Committee may, in its sole discretion, approve; provided, however, that Shares may be surrendered in satisfaction of the Option price only if the Participant certifies in writing to the Company that the Participant owns a number of Other Available Shares as of the date the Option is exercised that is at least equal to the number of Shares surrendered in satisfaction of the Option price; provided further, that the Option price may not be paid in Shares if the Board or the Committee determines that such method of payment would result in liability under Section 16(b) of the Exchange Act to a Participant.

Except as otherwise provided by the Board or the Committee, if payment is made in whole or in part in Shares, the Participant shall deliver to the Company certificates registered in the name of such Participant representing Shares legally and beneficially owned by such Participant, free of all liens, claims and encumbrances of every kind and having an aggregate Fair Market Value Per Share on the date of delivery that is not greater than the aggregate Option price accompanied by stock powers duly endorsed in blank by the record holder of the Shares represented by such certificates. If the Board or the Committee, in its sole discretion, should refuse to accept Shares in payment of the Option price, any certificates representing Shares which were delivered to the Company shall be returned to the Participant with notice of the refusal of the Board or the Committee to accept such Shares in payment of the option price. The Board or the Committee may impose such limitations and prohibitions on the use of Shares to exercise an Option as it deems appropriate.

     5.4 Exercise of Options. Any Option awarded hereunder shall be exercisable at such times and under such conditions as shall be set forth in the Award Agreement (as may be determined by the Board or the Committee and as shall be permissible under the terms of the Plan), which may include performance criteria with respect to the Company and/or the Related Entity and/or the Participant, and as shall be permissible under the terms of the Plan.

     An Option may be exercised in accordance with the provisions of this Plan as to all or any portion of the Shares then exercisable under an Option from time to time during the term of the Option. If an Option is exercised for a fraction of a Share, the Fair Market Value Per Share of such fractional Share, as of the date of exercise, will be paid in cash. An Option shall be

- 10 -

deemed to be exercised when written notice of such exercise has been given to the Company at its principal executive office in accordance with the terms of the Award Agreement by the person entitled to exercise the Option and full payment for the Shares with respect to which the Option is exercised has been received by the Company, accompanied by any agreements required by the terms of the Plan and/or Award Agreement. Full payment may consist of such consideration and method of payment allowable under this Article 5 of the Plan. No adjustment shall be made for a dividend or other right for which the record date is earlier than the date the Option is exercised, except as provided in Article 8 of the Plan.

     As soon as practicable after any proper exercise of an Option in accordance with the provisions of the Plan, the Company shall, without transfer or issue tax to the Participant, deliver to the Participant at the principal executive office of the Company or such other place as shall be mutually agreed upon between the Company and the Participant, a certificate or certificates representing the Shares for which the Option shall have been exercised.

     Exercise of an Option in any manner shall result in a decrease in the number of Shares that thereafter may be available for sale under the Option by the number of Shares as to which the Option is exercised.

     5.5 Term and Vesting of Options.

          (a) Except as provided in Section 5.6(d), Options awarded hereunder shall vest and become exercisable in whole or in part, in accordance with such vesting conditions as the Board or the Committee shall determine, which conditions shall be stated in the Award Agreement. Vested Options may be exercised in any order elected by the Participant whether or not the Participant holds any unexercised Options under this Plan or any other plan of the Company.

          (b) Notwithstanding any other provision of this Plan, no Option shall be: (i) awarded under this Plan after ten (10) years from the date on which this Plan is adopted by the Board, or (ii) exercisable more than ten (10) years from the date of award; provided, however, that if an Option that is intended to be an Incentive Stock Option shall be awarded under this Plan to any person who, at the time of the award of such Option, owns stock possessing more than 10% of the total combined voting power for all classes of the Company’s stock, the foregoing clause (ii) shall be deemed modified by substituting “five (5) years” for the term “ten (10) years” that appears therein.

          (c) No Option awarded to any Participant shall be treated as an Incentive Stock Option, to the extent such Option would cause the aggregate Fair Market Value Per Share (determined as of the date of award of each such Option) of the Shares with respect to which Incentive Stock Options are exercisable by such Participant for the first time during any calendar year to exceed $100,000. For purposes of determining whether an Incentive Stock Option would cause such aggregate Fair Market Value Per Share to exceed the $100,000 limitation, such Incentive Stock Options shall be taken into account in the order awarded. For purposes of this subsection, Incentive Stock Options include all Incentive Stock Options under all plans of the Company and of any subsidiary that are Incentive Stock Option plans within the meaning of Section 422 of the Code.

- 11 -

          (d) The awarding or vesting of an Option shall impose no obligation upon the Participant to exercise such Option.

          (e) A recipient of an Option shall have no rights as a stockholder of the Company and shall neither have the right to vote nor receive dividends with respect to any Shares subject to an Option until such Option has been exercised and a certificate with respect to the Shares purchased upon such exercise has been issued to him or her.

     5.6 Termination of Options

          (a) Unless sooner terminated as provided in this Plan, each Option shall be exercisable for such period of time as shall be determined by the Board or the Committee and set forth in the Award Agreement, and shall be void and unexercisable thereafter.

          (b) Except as otherwise provided herein or by the terms of any Award, with respect to a Participant who is an employee or Director, upon the Participant’s Termination of Service for any reason, Options exercisable on the date of such termination shall be exercisable by the Participant (or in the case of the Participant’s death subsequent to Termination of Service, by the Participant’s executor(s) or administrator(s)) for a period of three (3) months from the date of such Termination of Service.

               Except as otherwise provided herein or by the terms of any Award, with respect to a Participant who is an advisor or consultant, the Participant’s Termination of Service for any reason shall not accelerate the expiration date of Options exercisable on the date of termination; provided, however, that if such Participant dies following such termination, the Option shall be exercisable for a period of twelve (12) months commencing on the date of the Participant’s death by such Participant’s executor(s) or administrator(s).

          (c) Except as otherwise provided herein or by the terms of any Award, upon a Termination of Service due to death or Disability, Options held by such Participant which are exercisable on the date of Disability or death shall be exercisable for a period of twelve (12) months commencing on the date of the Participant’s Disability or death, by the Participant or his or her legal guardian or representative or, in the case of death, by his or her executor(s) or administrator(s).

          (d) Options may be terminated at any time by agreement between the Company and the Participant.

     5.7 Termination for Cause. Notwithstanding any other provision of this Plan, if the Participant’s Termination of Service occurs by action of the Company or a Related Entity for Cause, then (except as otherwise provided by the terms of any Award) all unexercised Options shall terminate upon the date of a finding of Cause or, if earlier, the date of Termination of Service for a finding of Cause, the Participant shall forfeit all Shares for which the Company has not yet delivered share certificates to the Participant, and the Company shall refund to the Participant the Option purchase price paid to it, if any, in the same form as it was paid (or in cash at the Company’s discretion) for any Options as to which an exercise was in process but not completed. Notwithstanding anything herein to the contrary, the Company may withhold

- 12 -

delivery of share certificates pending the resolution of any inquiry that could lead to a finding of Cause resulting in forfeiture.

6. Terms and Conditions of Restricted Shares

     6.1 Restricted Share Awards. Restricted Shares may be granted either alone or in conjunction with other Awards. Restricted Shares granted under an Award will be issued for such consideration, if any, as the Board or the Committee shall determine. Any Restricted Shares awarded pursuant to the Plan shall be authorized by the Board or the Committee and shall be evidenced by an Award Agreement in such form as the Board or the Committee may from time to time determine. The Board or the Committee will determine the time or times within which Restricted Shares may be subject to forfeiture, and all other conditions of such Awards. The provisions of Awards need not be the same with respect to each Participant. The prospective recipient of an Award of Restricted Shares will not have any rights with respect to such Award, unless and until such recipient has executed an Award Agreement and has delivered a fully executed copy thereof to the Company, and has otherwise complied with the applicable terms and conditions of such Award.

     6.2 Restricted Share Award Agreements. Each Award Agreement shall incorporate by reference all other terms and conditions of the Plan, including the following terms and conditions:

          (a) Number of Shares. The Award Agreement shall state the number of Restricted Shares subject to the Award, which shall not include fractional Shares.

          (b) Price. The price per Restricted Share, if any, and the time of payment for the awarding of the Restricted Shares shall be stated in the Award Agreement.

The Award Agreement may contain such other provisions as the Board or the Committee in its discretion deems advisable and which are not inconsistent with the provisions of this Plan.

     6.3 Consideration. The Board or the Committee shall determine the method of payment, if any payment is required, for the Restricted Shares to be granted under an Award, which may consist entirely of cash, personal or certified check, or, at the election of the Participant and as the Board or the Committee may, in its sole discretion, approve, by surrendering Shares with an aggregate Fair Market Value Per Share equal to the aggregate price payable for the Restricted Shares, or by delivering such combination of Shares and cash as the Board or the Committee may, in its sole discretion, approve; provided, however, that Shares may be surrendered in satisfaction of the Restricted Share price only if the Participant certifies in writing to the Company that the Participant owns a number of Other Available Shares as of the date on which payment is due that is at least equal to the number of Shares to be surrendered in satisfaction of the Restricted Share price; provided further, that the Restricted Share price may not be paid in Shares if the Board or the Committee determines that such method of payment would result in liability under Section 16(b) of the Exchange Act to a Participant.

- 13 -

Except as otherwise provided by the Board or the Committee, if payment is made in whole or in part in Shares, the Participant shall deliver to the Company certificates registered in the name of such Participant representing Shares legally and beneficially owned by such Participant, free of all liens, claims and encumbrances of every kind and having an aggregate Fair Market Value Per Share on the date of delivery that is not greater than the aggregate Restricted Share price accompanied by stock powers duly endorsed in blank by the record holder of the Shares represented by such certificates. If the Board or the Committee, in its sole discretion, should refuse to accept Shares in payment of the Restricted Share price, any certificates representing Shares which were delivered to the Company shall be returned to the Participant with notice of the refusal of the Board or the Committee to accept such Shares in payment of the Restricted Share price. The Board or the Committee may impose such limitations and prohibitions on the use of Shares to satisfy a Restricted Share price as it deems appropriate.

     6.4 Restricted Share Certificates and Legends. A share certificate will be issued in connection with each Award of Restricted Shares. Such certificate will be registered in the name of the Participant receiving the Award, and will bear the following legend and/or any other legend required by this Plan, the Award Agreement, any other applicable agreement, or by applicable law:

THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS OF THE RESEARCH PHARMACEUTICAL SERVICES, INC. 2007 EQUITY INCENTIVE PLAN AND AN AGREEMENT ENTERED INTO BETWEEN THE PARTICIPANT AND RESEARCH PHARMACEUTICAL SERVICES, INC. (WHICH TERMS AND CONDITIONS MAY INCLUDE, WITHOUT LIMITATION, CERTAIN TRANSFER RESTRICTIONS, REPURCHASE RIGHTS AND FORFEITURE CONDITIONS). COPIES OF THAT PLAN AND AGREEMENT ARE ON FILE IN THE PRINCIPAL OFFICES OF RESEARCH PHARMACEUTICAL SERVICES, INC. AND WILL BE MADE AVAILABLE TO THE HOLDER OF THIS CERTIFICATE WITHOUT CHARGE UPON REQUEST TO THE SECRETARY OF THE COMPANY.

Share certificates evidencing Restricted Shares will be held in custody by the Company or in escrow by an escrow agent until the restrictions thereon have lapsed. As a condition to any Restricted Share Award, the Participant may be required to deliver to the Company a share power, endorsed in blank, relating to the Restricted Shares covered by such Award.

     6.5 Restrictions and Conditions. Restricted Shares awarded pursuant to this Article 6 will be subject to the following restrictions and conditions:

          (a) Except as provided in Section 6.6, the restrictions on Restricted Shares shall lapse in accordance with the conditions stated in the Award Agreement and which may include the continued employment, engagement or service of the recipient for a period of time, the attainment of specified individual or corporate performance goals, or any other factors that the Board or the Committee selects in their sole and absolute discretion. Except as otherwise set forth in an applicable Award Agreement, during the period beginning on the date of an Award of

- 14 -

Restricted Shares and ending when the restrictions on such Restricted Shares lapse as set forth in the Award Agreement or pursuant to Section 3.2(i) or Article 13 (the “Restriction Period”), the Participant will not be permitted to sell, transfer, pledge, assign or otherwise encumber such Restricted Shares. Except as provided in Section 13, the extent to which Performance Goals are achieved shall be determined by the Board or the Committee. Except as provided in Section 13, upon the Participant’s Termination of Service for any reason prior to the end of the Restriction Period, the Participant shall forfeit all Performance Shares granted with respect to that Restriction Period.

          (b) Except as otherwise set forth in an applicable Award Agreement, during the Restriction Period, (i) the Participant will be entitled to receive any cash distributions or cash dividends paid with respect to a Restricted Share and will be entitled to vote such Restricted Share and (ii) consistent with Article 6, a Participant will be entitled to receive any distributions or dividends paid in the form of securities with respect to any Restricted Share; provided, that such securities will be subject to the same terms and conditions applicable to the Restricted Share with respect to which they were paid, including, without limitation, the same Restriction Period.

          (c) If and when the restrictions on Restricted Shares lapse through the expiration of the Restriction Period or pursuant to Section 3.2(i) or Article 13, the certificates for such Restricted Shares will be replaced with new certificates, without the restrictive legends described in Section 6.4 applicable to such lapsed restrictions, and such new certificates will be promptly delivered to the Participant, the Participant’s representative (if the Participant has suffered a Disability), or the Participant’s estate or heir (if the Participant has died) at the principal executive office of the Company or such other place as shall be mutually agreed upon between the Company and the Participant, the Participant’s representative (if the Participant has suffered a Disability), or the Participant’s estate or heir (if the Participant has died).

     6.6 Forfeiture

          (a) Except as otherwise provided herein or by the terms of any Award Agreement, upon the Participant’s Termination of Service for any reason, all of that Participant’s Restricted Shares then subject to a Restriction Period will be forfeited.

          (b) Except as otherwise provided herein or by the terms of any Award Agreement, if an individual or corporate performance goal specified in an Award Agreement is not attained, and if it is not possible later to attain such goal, all of a Participant’s Restricted Shares then subject to a Restriction Period linked to the attainment of such goal will be forfeited.

          (c) Restricted Shares may be forfeited at any time during the applicable Restriction Period by agreement between the Company and the Participant.

          (d) Except as otherwise provided by the terms of an applicable Award Agreement, if a Participant has paid the Company for Restricted Shares that are subsequently forfeited, the Company shall refund to the Participant the amounts paid to it for the forfeited Restricted Shares in the same form as it was paid (or in cash at the Company’s discretion).

- 15 -

7. Non-Competition. Notwithstanding any other provision of this Plan, to the extent the provisions of this Section 7 are set forth or referenced in the Award Agreement, a Participant shall be bound by the following:

          (a) During the Participant’s employment with the employer, the Participant will not compete in any way with the employer, directly or indirectly, and will not consult with or accept employment with or have any interest in any business, firm, person, partnership, corporation or other entity (“Business”), whether as an employee, officer, director, shareholder, holder of equity securities, agent, security holder, creditor, consultant or otherwise (“Interested Person”), which engages in the performance of or provides the same or similar service or products as provided by the employer to any individual or entity or which competes with the employer, directly or indirectly, in any aspect of the employer’s business;

          (b) For a period of one (1) year following the date that the Participant ceases to be employed by the employer for any reason, the Participant, without the express prior written consent of the employer, will not compete in any way with the employer, directly or indirectly, and will not consult with, accept employment with, or have any interest in any Business, whether alone or as an Interested Person, which engages in the performance of or provides the same or similar services as provided by the employer to any individual or entity or which competes with the employer, directly or indirectly, in any aspect of the business of the employer within One Hundred (100) miles of Philadelphia, Pennsylvania. The Participant specifically agrees to the above geographic restriction since the principal means by which the employer’s business is conducted is through email, telephonic and mail communications;

          (c) For a period of eighteen (18) months following the date that the Participant ceases to be employed by the employer for any reason, the Participant will not, without the express prior written consent of the employer, directly or indirectly, whether alone or as an Interested Person, solicit, induce, divert, take away, do business with or render services to any client or candidate of the employer or a prospective client or candidate of employer with whom the employer dealt, contacted or solicited within two (2) years preceding the Participant’s termination of employment with the employer;

          (d) For a period of two (2) years following the date that the Participant ceases to be employed by the employer for any reason, the Participant will not, without the express prior written consent of the employer, directly or indirectly, whether alone or as an Interested Person, solicit, induce, divert, take away, do business with or render services to any client or candidate of the employer or a prospective client or candidate of the employer with whom the Participant dealt, contacted or solicited on behalf of the employer within three (3) years preceding the Participant’s termination of employment with the employer;

          (e) For a period of two (2) years following the date that the Participant ceases to be employed by the employer for any reason, the Participant will not, directly or indirectly, whether alone or as an Interested Person, solicit, attempt to solicit or otherwise influence or attempt to influence, any of the employer’s clients, candidates or personnel (including but not limited to the employer’s employees, contractors, consultants or agents) not to do business with the employer and/or to apply for or accept any employment or consulting positions with the

- 16 -

Participant, any Business or other entity or individual with whom the Participant is connected; and

          (f) The Participant shall not, at any time during or after the Participant’s employment with the employer, make or publish any negative or disparaging statements or communications about the employer or any director, officer or employee of the employer.

If the Participant’s employment with the employer is terminated by the employer as a result of the Committee or Board making a determination that the Participant violated (a) — (f) above, then all unexercised Options shall terminate upon the date of such a finding, or, if earlier, the date of termination of employment for such a finding, and the Participant shall forfeit all Shares for which the Company has not yet delivered share certificates to the Participant and the Company shall refund to the Participant the Option purchase price paid to it, if any, in the same form as it was paid (or in cash at the Company’s discretion) for any Options as to which an exercise was in process but not completed. Notwithstanding anything herein to the contrary, the Company may withhold delivery of share certificates pending the resolution of any inquiry that could lead to a finding resulting in forfeiture.

In lieu of the subsections set forth above, the Committee may include different non-competition provisions in a Participant’s Award Agreement for Options other than Replacement Options, including referencing the non-competition provisions set forth in any employment agreement entered into by the Participant and the Company or a Related Entity.

8. Adjustments

     8.1 Subject to required action by the stockholders, if any, the number of Shares that may be granted under this Plan, including the individual limit specified in Article 4, and the number of Shares subject to outstanding Awards of Options and Restricted Shares and the exercise or, if applicable, purchase prices thereof shall be adjusted proportionately for any increase or decrease in the number of outstanding Shares resulting from stock splits, reverse stock splits, stock dividends, reclassifications and recapitalizations, merger, consolidation, exchange of shares, or any similar change affecting Common Stock.

     8.2 No fractional Shares shall be issuable on account of any action mentioned in Section 8.1, and the aggregate number of Shares into which Shares then covered by the Award, when changed as the result of such action, shall be increased to the next highest whole number of Shares resulting from such action; provided that no such increase shall be made if such increase would cause an Incentive Stock Option to lose its status as such without the consent of the Participant.

9. Time of Award

The date of an Award shall, for all purposes, be the date which the Board or the Committee specifies when the Board or the Committee makes its determination that an Award is made, or if none is specified, then the date of such determination. Notice of the determination shall be given to each Eligible Person to whom an Award is made within a reasonable time after the date of such Award.

- 17 -

10. Modification, Extension and Renewal of Award

Subject to the terms and conditions of the Plan, the Board or the Committee may modify, extend or renew an Award, or accept the surrender of an Award to the extent that an Option under the Award has not already been exercised, or the restrictions on Restricted Shares under the Award have not already lapsed. Notwithstanding the foregoing: (a) no modification of an Award that adversely affects the Participant shall be made without the consent of the Participant, and (b) unless occurring in connection with a Change of Control or other corporate transaction, no
Incentive Stock Option may be modified, extended or renewed if such action would cause it to cease to be an “Incentive Stock Option” within the meaning of Section 422 of the Code, unless the Participant specifically acknowledges and consents to the tax consequences of such action.

11. Purchase for Investment and Other Restrictions

     11.1 The obligation of the Company to issue Shares to a Participant upon the exercise of an Option or upon the Award of Restricted Shares granted under the Plan is conditioned upon such issuance complying with all relevant provisions of applicable law, including, without limitation, the Securities Act, the Exchange Act, the rules and regulations promulgated thereunder, and the requirements of any stock exchange upon which the Shares may then be listed, and any applicable state or foreign law and shall be further subject to the approval of counsel for the Company with respect to such compliance.

     11.2 At the option of the Board or the Committee, the obligation of the Company to issue Shares to a Participant upon the exercise of an Option or upon the Award of Restricted Shares granted under the Plan may be conditioned upon obtaining appropriate representations, warranties, restrictions and agreements of the Participant. Among other representations, warranties, restrictions and agreements, the Participant may be required to represent and agree that the purchase or receipt of Shares shall be for investment, and not with a view to the public resale or distribution thereof, unless the Shares are registered under the Securities Act and the issuance and sale of the Shares complies with all other laws, rules and regulations applicable thereto. Unless the issuance of such Shares is registered under the Securities Act (and any similar law of a state or a foreign jurisdiction applicable to the Participant), the Participant shall acknowledge that the Shares purchased are not registered under the Securities Act (or any such other law) and may not be sold or otherwise transferred unless the Shares have been registered under the Securities Act (or any such other law) in connection with the sale or other transfer thereof, or that counsel satisfactory to the Company has issued an opinion satisfactory to the Company that the sale or other transfer of such Shares is exempt from registration under the Securities Act (or any such other law), and unless said sale or transfer is in compliance with all other applicable laws, rules and regulations, including all applicable federal, state and foreign securities laws, rules and regulations. Unless the Shares subject to an Award are registered under the Securities Act, the certificates representing such Shares issued shall contain a legend in substantially the following form:

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY APPLICABLE STATE SECURITIES LAWS. THESE SHARES HAVE

- 18 -

NOT BEEN ACQUIRED WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, ASSIGNED, EXCHANGED, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR DISPOSED OF, BY GIFT OR OTHERWISE, OR IN ANY WAY ENCUMBERED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS, OR A SATISFACTORY OPINION OF COUNSEL SATISFACTORY TO RESEARCH PHARMACEUTICAL SERVICES, INC. THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT AND UNDER APPLICABLE STATE SECURITIES LAWS.

If required under the laws of any jurisdiction in which the Participant resides, the certificate or certificates may bear any such additional legend.

12. Transferability

Unless and to the extent provided in the applicable Award Agreement, no Award shall be assignable or transferable otherwise than by will or by the laws of descent and distribution. During the lifetime of the Participant, the Participant’s rights regarding Awards shall be exercisable only by such Participant, or, in the event of the legal incapacity or Disability of such Participant, then by the Participant’s legal guardian or representative.

13. Change of Control

Notwithstanding any provision of this Plan or any Award Agreement, upon or in anticipation of any Change of Control, the Board may, in its sole and absolute discretion and without the need for the consent of any Participant, prohibit the exercise of any Option until either the Change of Control is no longer anticipated or the Change of Control is consummated and/or take one or more of the following actions contingent upon the occurrence of the Change of Control: (i) cause all outstanding Options to become fully vested and immediately exercisable; (ii) cause all outstanding Restricted Shares to become nonforfeitable; (iii) cancel any Option in exchange for an option to purchase common stock of any successor corporation, which new option satisfies the requirements of Treas. Reg. § 1.424-1(a)(4)(i) (notwithstanding the fact that the original Option may never have been intended to satisfy the requirements for treatment as an Incentive Stock Option), (iv) cancel any Restricted Shares in exchange for restricted shares of the common stock of any successor corporation, (v) redeem any Restricted Share for cash and/or other substitute consideration with a value equal to the Fair Market Value of an unrestricted Share on the date of the Change of Control; (vi) cancel any Option in exchange for cash and/or other substitute consideration with a value equal to (A) the number of Shares subject to that Option, multiplied by (B) the difference between the Fair Market Value Per Share on the date of the Change of Control and the exercise price of that Option.

14. Amendment of the Plan and/or Award Agreements

Insofar as permitted by law and the Plan, the Board or the Committee may from time to time (a) suspend, terminate or discontinue the Plan or revise or amend it in any respect whatsoever with

- 19 -

respect to any Shares at the time not subject to an Award, including amendments necessary or advisable to assure that the Incentive Stock Options, non-qualified stock options and Restricted Shares available under the Plan continue to be treated as such, respectively, under all applicable laws and/or (b) modify, extend or renew an Option, or accept the surrender of an Option (to the extent not theretofore exercised); provided, however, that (x) no modification of an Option which adversely affects the Optionee shall be made without the consent of the Optionee, and (y) no Incentive Stock Option may be modified, extended or renewed if such action would cause it to cease to be an “incentive stock option” within the meaning of Section 422 of the Code.

15. Application of Funds

The proceeds received by the Company from the sale of Shares pursuant to the exercise of Options and any sale of Restricted Shares shall be used for general corporate purposes or such other purpose as may be determined by the Board.

16. Approval of the Plan

This Plan shall become effective on the Closing Date. No Option granted hereunder shall be treated as an Incentive Stock Option unless the Plan is approved by vote of the shareholders on or before August 30, 2008; provided, however, that a shareholder vote shall not be required for Replacement Options.

17. Reservation of Shares

     17.1 The Company, during the term of this Plan, shall at all times reserve and keep available such number of Shares as shall be sufficient to satisfy the requirements of the Plan.

     17.2 The Company, during the term of this Plan, shall use its best efforts to seek to obtain from appropriate regulatory agencies any requisite authorization in order to issue and sell such number of Shares as shall be sufficient to satisfy the requirements of the Plan. The inability of the Company to obtain from any such regulatory agency having jurisdiction the requisite authorization(s) deemed by the Company’s counsel to be necessary for the lawful issuance and sale of any Shares hereunder, or the inability of the Company to confirm to its satisfaction that any issuance and/or sale of any Shares hereunder will meet applicable legal requirements, shall relieve the Company of any liability in respect to the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained.

18. Taxes, Fees, Expenses and Withholding of Taxes

     18.1 The Company shall pay all original issue and transfer taxes (but not income taxes, if any) with respect to the award of Options and Restricted Shares and/or the issue and transfer of Shares pursuant to the exercise of Options, and all other fees and expenses necessarily incurred by the Company in connection therewith, and will use its best efforts to comply with all laws and regulations that, in the opinion of counsel for the Company, shall be applicable thereto.

     18.2 The granting of Awards hereunder and the issuance of Shares pursuant to the grant of Restricted Shares and the exercise of Options is conditioned upon the Company’s

- 20 -

reservation of the right to withhold in accordance with any applicable law, from any compensation or other amounts payable to the Participant, any taxes required to be withheld under federal, state or local law as a result of: the grant of an Award, the vesting of an Option, the exercise of an Option, the lapse of restrictions with respect to Restricted Shares, or the sale of Shares. To the extent that compensation or other amounts, if any, payable to the Participant is insufficient to pay any taxes required to be so withheld, the Company may, in its sole discretion, require the Participant (or such other person entitled herein to exercise the rights associated with such Award), as a condition of the exercise of an Option or grant of Restricted Shares, to pay in cash to the Company an amount sufficient to cover such tax liability or otherwise to make adequate provision for the Company’s satisfaction of its withholding obligations under federal, state and local law, provided that such satisfaction of tax liability is made within 60 days of the date on which written notice of exercise has been given to the Company. With respect to Restricted Shares, the minimum required withholding obligations may be settled in Shares that are part of the Award that gives rise to the withholding requirement.

19. Miscellaneous

     19.1 Notices. Any notice to be given to the Company pursuant to the provisions of this Plan shall be addressed to the Company in care of its Secretary (or such other person as the Company may designate from time to time) at its principal executive office, and any notice to be given to a Participant shall be delivered personally or addressed to him or her at the address given beneath his or her signature on his or her Award Agreement, or at such other address as such Participant or his or her permitted transferee (upon the permitted transfer) may hereafter designate in writing to the Company. Any such notice shall be deemed duly given on the date and at the time delivered via hand delivery, courier or recognized overnight delivery service or, if sent via telecopier, on the date and at the time telecopied with confirmation of delivery or, if mailed, on the date five (5) days after the date of the mailing (which shall be by regular, registered or certified mail). Delivery of a notice by telecopy (with confirmation) shall be permitted and shall be considered delivery of a notice notwithstanding that it is not an original that is received. It shall be the obligation of each Participant and each permitted transferee holding Shares purchased upon exercise of an Option or granted pursuant to an Award of Restricted Shares to provide the Secretary of the Company, by letter mailed as provided herein, with written notice of his or her direct mailing address.

     19.2 No Enlargement of Participant Rights. This Plan is purely voluntary on the part of the Company, and the continuance of the Plan shall not be deemed to constitute a contract between the Company and any Participant, or to be consideration for or a condition of the employment or service of any Participant. Nothing contained in this Plan shall be deemed to give any Participant the right to be retained in the employ or service of the Company or a Related Entity, or to interfere with the right of the Company or a Related Entity to discharge or retire any Participant thereof at any time subject to applicable law. No Participant shall have any right to or interest in Awards authorized hereunder prior to the award thereof to such Participant, and upon such Award the Participant shall have only such rights and interests as are expressly provided herein, subject, however, to all applicable provisions of the Company’s Certificate of Incorporation, as the same may be amended from time to time.

- 21 -

     19.3 Information to Participants. The Company, upon request, shall provide without charge to each Participant copies of such annual and periodic reports as are provided by the Company to its stockholders generally.

     19.4 Availability of Plan. A copy of this Plan shall be delivered to the Secretary of the Company and shall be shown by him or her to any Eligible Person making reasonable inquiry concerning it.

     19.5 Section Headings. The descriptive headings of this Plan are for convenience only, and shall be of no force or effect in construing or interpreting any of the provisions of this Plan.

     19.6 Invalid Provisions. If any provision of this Plan is found to be invalid or otherwise unenforceable under any applicable law, such invalidity or unenforceability shall not be construed to render any other provisions contained herein as invalid or unenforceable, and all such other provisions shall be given full force and effect to the same extent as though the invalid or unenforceable provision were not contained herein.

     19.7 Applicable Law. This Plan shall be governed by and construed in accordance with the laws of the state of Delaware, without regard to the conflict of law principles of Delaware or any other jurisdiction.

     19.8 Replacement Options. Research Pharmaceutical Services, Inc. (a Pennsylvania corporation) underwent a change in control pursuant to the Agreement and Plan of Merger among Cross Shore Acquisition Corporation, Longxia Acquisition, Inc., Research Pharmaceutical Services, Inc. and the shareholders of Research Pharmaceutical Services, Inc. as of the Closing Date. Pursuant to this transaction, options outstanding under the predecessor Research Pharmaceutical Services, Inc. 2002 Equity Incentive Plan were cancelled as of the Closing Date and optionees were granted Replacement Options. Each Replacement Option shall be exercisable under the Plan in accordance with the terms of the Replacement Option agreement, the terms of which shall govern in the event of any conflict with the provisions of the Plan. In addition, any provision of the Plan that would provide an additional benefit (within the meaning of Section 424(a)(2) of the Code and the Treasury Regulations thereunder) shall not apply to the Replacement Options.

     Executed this 30^th day of August, 2007.

[Corporate Seal]	RESEARCH PHARMACEUTICAL SERVICES, INC.
Attest:	By:	/s/ Daniel M. Perlman

- 22 -

EX-10.1

Exhibit 10.1

PENNSYLVANIA

PENNSYLVANIA
FULL SERVICE LEASE

BRANDYWINE OPERATING PARTNERSHIP, L.P.,

Landlord

and

RESEARCH PHARMACEUTICAL SERVICES, INC.

Tenant

for

520 Virginia Drive
Fort Washington, Pennsylvania

TABLE OF CONTENTS

1.	SUMMARY OF DEFINED TERMS	1
2.	PREMISES	3
3.	TERM	3
4.	CONSTRUCTION BY LANDLORD	4
5.	FIXED RENT; SECURITY DEPOSIT	5
6.	ADDITIONAL RENT	6
7.	ELECTRICITY CHARGES	10
8.	SIGNS; USE OF PREMISES AND COMMON AREAS	10
9.	ENVIRONMENTAL MATTERS	11
10.	TENANT’S ALTERATIONS	12
11.	CONSTRUCTION LIENS	13
12.	ASSIGNMENT AND SUBLETTING	13
13.	LANDLORD’S RIGHT OF ENTRY	16
14.	REPAIRS AND MAINTENANCE	16
15.	INSURANCE; SUBROGATION RIGHTS	17
16.	INDEMNIFICATION	18
17.	QUIET ENJOYMENT	19
18.	FIRE DAMAGE	19
19.	SUBORDINATION; RIGHTS OF MORTGAGEE	20
20.	CONDEMNATION	20
21.	ESTOPPEL CERTIFICATE	21
22.	DEFAULT	21
23.	LANDLORD’S LIEN	25
24.	LANDLORD’S REPRESENTATIONS AND WARRANTIES	26

i 

25.	SURRENDER	26
26.	RULES AND REGULATIONS	26
27.	GOVERNMENTAL REGULATIONS	26
28.	NOTICES	27
29.	BROKERS	27
30.	CHANGE OF BUILDING/PROJECT NAME	27
31.	LANDLORD’S LIABILITY	27
32.	AUTHORITY	28
33.	NO OFFER	28
34.	RENEWAL	28
35.	INTENTIONALLY OMITTED	29
36.	TENANT FINANCIAL INFORMATION	29
37.	MISCELLANEOUS PROVISIONS	29
38.	WAIVER OF TRIAL BY JURY	31
39.	CONSENT TO JURISDICTION	32

EXHIBITS
EXHIBIT “A”	—	SPACE PLAN OF PREMISES
EXHIBIT “B”	—	CONFIRMATION OF LEASE TERM
EXHIBIT “C”	—	RULES AND REGULATIONS
EXHIBIT “D”	—	CLEANING SPECIFICATIONS
EXHIBIT “E”	—	EXAMPLE OF REPAYMENT OF ADDITIONAL ALLOWANCE

ii 

LEASE

     THIS LEASE (“Lease”) entered into as of the 7^thday of August, 2006, between BRANDYWINE OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (“Landlord”), and RESEARCH PHARMACEUTICAL SERVICES, INC., a Pennsylvania corporation with its principal place of business at 520 Virginia Drive, Fort Washington, PA 19004 (“Tenant”).

WITNESSETH

     In consideration of the mutual covenants herein set forth, and intending to be legally bound, the parties hereto covenant and agree as follows:

     1. SUMMARY OF DEFINED TERMS.

     The following defined terms, as used in this Lease, shall have the meanings and shall be construed as set forth below:

          (a) “Building”: The Building located at 520 Virginia Drive, Fort Washington, Pennsylvania.

          (b) “Project”: The Building, the land and all other improvements located at 520 Virginia Drive, Fort Washington, Pennsylvania.

          (c) “Premises”: Suite No. 100, which the parties stipulate and agree is the 56.454 rentable square foot Building shown on the space plan attached hereto as Exhibit “A” and made a part hereof. Landlord shall provide a certification from its architect verifying the rentable square feet of the Premises in accordance with BOMA.

          (d) “Term”: From April 1, 2007 for a period of 123 months, ending on the last calendar day of the month.

          (e) “Fixed Rent”:

LEASE YEAR	PER R.S.F.			MONTHLY INSTALLMENTS		ANNUAL FIXED RENT
April 1, 2007 — June 30, 2007	$	0		$	0	$	0
July 1, 2007 — March 31, 2008	$	18.00,	*	$	84,681.00	$	1,016,172.00
April 1, 2008 — March 31, 2009	$	18.50,	*	$	87,033.25	$	1,044,399.00
April 1, 2009 — March 31, 2010	$	19.00,	*	$	89,385.50	$	1,072,626.00
April 1, 2010 — March 31, 2011	$	19.50,	*	$	91,737.75	$	1,100,853.00
April 1, 2011 — March 31, 2012	$	20.00,	*	$	94,090.00	$	1,129,080.00
April 1, 2012 — March 31, 2013	$	20.50,	*	$	96,442.25	$	1,157,307.00
April 1, 2013 — March 31, 2014	$	21.00,	*	$	98,794.50	$	1,185,534.00
April 1, 2014 March 31, 2015	$	21.50,	*	$	101,146.75	$	1,213,761.00

1

LEASE YEAR	PER R.S.F.			MONTHLY INSTALLMENTS		ANNUAL FIXED RENT
April 1, 2015 - March 31, 2016	$	22.00,	*	$	103,499.00	$	1,241,988.00
April 1, 2016 - March 31, 2017	$	22.50,	*	$	105,851.25	$	1,270,215.00
April 1, 2017 - June 30, 2017	$	23.00,	*	$	108,203.50	$	324,610.50

* plus any charges set forth in Articles 6 and 7 below. In the event the Possession Date has not occurred by April 1, 2007 for any reason other than Tenant Delay, then the Term, the Commencement Date and the payment of Fixed Rent shall not commence until such Possession Date.

          (f) “Security Deposit”: $141,900.00.

          (g) “Estimated Possession Date”: January 1, 2007.

          (h) “Tenant’s Allocated Share”: 100%;

               “Base Year”: the twelve (12) month period commencing on the Commencement Date. By way of example only, if the Commencement Date is February 1, 2007, the Base Year period shall be February 1, 2007 through January 31, 2008.

          (i) “Rentable Area”: Premises 56,454 ft.
                                            Building 56,454 ft.

          (j) “Permitted Uses”: Tenant’s use of the Premises shall be limited to general office use and storage incidental thereto. Tenant’s rights to use the Premises shall be subject to all applicable laws and governmental rules and regulations and to all reasonable requirements of the insurers of the Building.

          (k) “Broker” GVA Smith Mack

          (l) “Notice Address/Contact”

	Tenant:	Research Pharmaceutical Services, Inc.
		520 Virginia Drive, Suite 100
		Fort Washington, PA 19004
		Attn: Priscilla Lee, General Counsel
		Fax No:
		E-Mail:
	with a copy to:
		Pepper Hamilton, LLP
		400 Berwyn Park
		Berwyn, PA 19312
		Attn: Christopher Miller, Esquire
		Fax No.:
		E-Mail:
Landlord:		Brandywine Operating Partnership, L.P.
		555 East Lancaster Drive, Suite 100
		Radnor PA 19087
		Attn: Philip Schenkel
		Fax No.: 610-325-5622
		E-Mail:phil.schenkel@bdnreit.com

2

with a copy to:
	Brandywine Realty Trust
	555 East Lancaster Drive, Suite 100
	Radnor PA 19087
	Attn: Brad A. Molotsky, General Counsel
	Fax No.: 610-325-5622
	E-Mail: brad.molotsky@bdnreit.com

          (m) “Tenant’s North American Industry Classification Number”: _____

          (n) “Additional Rent”: All sums of money or charges required to be paid by Tenant to Landlord under this Lease other than Fixed Rent, whether or not such sums or charges are designated as “Additional Rent”.

          (o) “Rent”: All Annual Fixed Rent, monthly installments of Annual Fixed Rent, Fixed Rent and Additional Rent payable by Tenant to Landlord under this Lease.

     2. PREMISES.

     Landlord does hereby lease, demise and let unto Tenant and Tenant does hereby hire and lease from Landlord the Premises for the Term, upon the provisions, conditions and limitations set forth herein.

     3. TERM.

          (a) Tenant shall be provided possession of the Premises for its Permitted Use upon substantial completion of the improvements required to be made by Landlord, if any under Article 4 (“Possession Date”). The Premises shall be deemed “substantially completed” when the improvements called for by Article 4 have been completed to the extent that the Premises may be occupied by Tenant for its Permitted Uses, subject only to completion of minor finishing, adjustment of equipment, and other minor construction aspects, and Landlord has procured a temporary or permanent certificate of occupancy permitting the occupancy of the Premises (hereafter, “substantially completed”). Regardless of an earlier Possession Date, the Term of this Lease shall commence on April 1, 2007 (“Commencement Date”) and shall expire on June 30, 2017. The Possession Date and the Commencement Date shall be confirmed by Landlord and Tenant by the execution of a Confirmation of Lease Term in the form attached hereto as Exhibit “B”. If Tenant fails to execute or object to the Confirmation of Lease Term within ten (10) business days of its delivery, Landlord’s determination of such dates shall be deemed accepted.

          (b) Upon notification by Landlord, Landlord and Tenant shall schedule a pre-occupancy inspection of the Premises at which time a punchlist of outstanding items, if any, shall be completed, provided Tenant shall have the right to supplement the punchlist during the thirst three months of the Term. Within thirty days thereafter or such reasonable period of time if Landlord is diligently pursuing, Landlord shall complete the punchlist items to Tenant’s reasonable satisfaction.

          (c) In the event that the Premises are not ready for Tenant’s occupancy at the time herein fixed for the beginning of the Term of this Lease, because of any alterations or construction now or hereafter being carried on either to the Premises or the Building (unless such alterations are being done by Tenant or Tenant’s contractor, in which case there shall be no suspension or proration of rental or other sums), or because of any restrictions, limitations or delays caused by government regulations or governmental agencies, this Lease and the Term hereof shall not be affected thereby, nor shall Tenant be entitled to make any claim for or receive any damages whatsoever from Landlord; provided, however, no rent or other sums herein provided to be paid by Tenant shall become due until the Premises are substantially completed and deemed by Landlord to be ready for Tenant’s occupancy, and until that time, the rent and other sums due hereundcr shall be suspended.

3

          (d) Landlord and Tenant acknowledge that they are parties to a certain lease agreement dated August 16, 2001, as amended whereby Tenant leases premises at Plymouth Meeting Executive Campus (“Plymouth Lease”). The Plymouth Lease shall expire on March 31, 2007. In the event the Possession Date has not occurred by March 31, 2007, for any reason other than Tenant Delay, Landlord agrees that the Plymouth Lease shall be extended for such period of time until the Premises are substantially complete and Tenant shall continue to pay the rental rate set forth for the last month of the Plymouth Lease term without adjustment for holdover. Tenant shall surrender the premises leased under the Plymouth Lease in the condition required by the Plymouth Lease.

          (e) Tenant and its authorized agents, employees and contractors shall have the right, at Tenant’s own risk, expense and responsibility, thirty days prior to the Possession Date to enter the Premises for the purpose of taking measurements and installing its furnishings, fixtures and equipment, provided that Tenant, in so doing, shall comply with the following provisions:

               (i) Tenant shall first obtain the approval of Landlord of the specific work it proposes to perform and shall furnish Landlord with reasonably detailed plans and specifications;

               (ii) The work shall be performed by responsible contractors and subcontractors who shall not prejudice Landlord’s relationship with Landlord’s contractors or subcontractors, or the relationship between such contractors and their subcontractors or employees, or disturb harmonious labor relations, and who shall furnish in advance and maintain in effect workmen’s compensation insurance in accordance with statutory requirements and comprehensive public liability insurance (naming Landlord and Landlord’s contractors and subcontractors as additional insureds) with limits satisfactory to Landlord;

               (iii) No such work shall be performed in such manner or at such times as to cause any delay in connection with any work being done by any of the Landlord’s contractors or subcontractors in the Premises or in the Building generally;

               (iv) Tenant and its contractors and subcontractors shall be solely responsible for the transportation, safekeeping and storage of materials and equipment used in the performance of such work, for the removal of waste and debris resulting therefrom, and for any damage caused by them to any installations or work performed by Landlord’s contractors and subcontractors.

     4. CONSTRUCTION BY LANDLORD.

          (a) Landlord shall construct and do such other work (collectively, the “Landlord’s Work”) in substantial conformity with the plans and outline specifications of the plan “SK-1” prepared by Partridge Architects Inc. dated May 8, 2006, which have been initialed by the parties, and which are herein incorporated by reference. Prior to the Possession Date, Landlord shall power wash the Building at its sole cost and expense.

          (b) Landlord shall provide a tenant allowance of $35.00 per rentable square foot for the Landlord Work (the “Tenant Allowance”). Tenant shall first use the Tenant Allowance toward the cost of the Landlord’s Work and then for other hard and soft costs associated with Tenant’s improvement of or move to the Building but in no event shall it be applied against Rent.

          (c) Upon Tenant’s written request, Landlord shall make available to Tenant an additional tenant allowance up to $10.00 per rentable square foot of the Premises (“Additional Allowance”). Tenant shall reimburse Landlord the Additional Allowance as Rent amortized over the Term at an interest rate of twelve (12%) percent. By way of example, in the event Tenant requests the entire Additional Allowance, the reimbursement to Landlord shall be as set forth on Exhibit “E”, attached hereto and made a part hereof.

          (d) All costs for the Landlord’s Work in excess of the Tenant Allowance (and if requested, the Additional Allowance, shall be borne by Tenant, and shall be paid to Landlord within thirty (30) days of delivery of

4

an invoice and reasonable documentation therefor.

          (e) Tenant shall deliver final plans and specifications for the Landlord’s Work in the form required to submit for permitting by no later than September 30, 2006.

          (f) If any material revision or supplement to Landlord’s Work is deemed reasonably necessary by Landlord, those revisions and supplements shall be submitted to Tenant for approval, which approval shall not be unreasonably withheld or delayed. If Landlord shall be delayed in such “substantial completion” as a result of (i) Tenant’s request for materials, finishes or installations other than Landlord’s standard; (ii) Tenant’s changes in said plans; (iii) the performance or completion of any work, labor or services by a party employed by Tenant; or (iv) Tenant’s failure to provide or approve final plans, working drawings or reflective ceiling plans within the time frame stated herein or by Landlord in its reasonable discretion the same shall constitute a “Tenant’s Delay” hereunder. If any change, revision or supplement to the scope of the Landlord’s Work is requested by Tenant then Landlord shall bid such requested change and provide to Tenant the cost and timing for such change. Tenant shall then have two (2) business days to notify Landlord whether to proceed with the change and such increased costs associated with such change, revision or supplement shall be paid either from the Tenant Allowance or Additional Allowance if applicable or by Tenant upfront. Any change by Tenant shall not change the Possession Date or the Commencement Date of the Term and shall not alter Tenant’s obligations under this Lease. Landlord’s Work shall not constitute an Alteration under Article 10.

          (g) In addition to the foregoing, Tenant acknowledges and agrees that Tenant shall pay Landlord a reasonable Construction Management Fee of three percent (3%) of the hard costs of the Landlord’s Work.

          (h) Landlord shall bid the Landlord’s Work to at least three contractors one of which shall be selected by Tenant and Landlord shall select the lowest qualified bid.

          (i) In the event that for any reason other than Tenant’s Delay the Landlord’s Work is not substantially completed within 150 days following Landlord’s receipt of all necessary permits and approval, then Tenant, upon ten (10) business days prior written notice to Landlord may elect to terminate this Lease; provided, that, if the Landlord’s Work is substantially completed within such ten (10) business days from receipt of written notice, such notice shall be deemed null and void.

     5. FIXED RENT; SECURITY DEPOSIT.

          (a) Tenant shall pay to Landlord without notice or demand, and without set-off, the annual Fixed Rent payable in the monthly installments of Fixed Rent as set forth in Article l(e), in advance on the first day of each calendar month during the Term by Term by (i) check sent to Landlord, P.O. Box 8538-363, Philadelphia, PA 19171] or (ii) wire transfer of immediately available funds to the account at Wachovia Bank, Salem NJ account no. 2030000359075 ABA #031201467; such transfer to be confirmed by Landlord’s accounting department upon written request by Tenant. All payments must include the following information: Building #134 and Lease #                     . The Lease # will be provided to Tenant in the Confirmation of Lease Term.

          (b) In the event any Fixed Rent or Additional Rent, charge, fee or other amount due from Tenant under the terms of this Lease are not paid to Landlord when due, Tenant shall also pay as Additional Rent a service and handling charge equal to five (5%) percent of the total payment then due. Notwithstanding the foregoing, once each calendar year during the Term, Landlord shall send written notice of a missed payment to Tenant and provide Tenant a five (5) day cure period prior to assessing the late fee. Except as set forth herein, the aforesaid late fee shall begin to accrue on the initial date of a payment due date, irrespective of any grace period granted hereunder. This provision shall not prevent Landlord from exercising any other remedy herein provided or otherwise available at law or in equity in the event of any default by Tenant.

          (c) Tenant shall be required to pay a Security Deposit of $141,900.00 under this Lease (the “Collateral”), as security for the prompt, full and faithful performance by Tenant of each and every provision of this

5

Lease and of all obligations of Tenant hereunder. Landlord acknowledges receipt of the Security Deposit. No interest shall be paid to Tenant on the Collateral, and Landlord shall have the right to commingle the Collateral with other Security Deposits held by Landlord. If Tenant fails to perform any of its obligations hereunder beyond any applicable notice and cure period, Landlord may use, apply or retain the whole or any part of the Collateral for the payment of (i) any rent or other sums of money which Tenant may not have paid when due, (ii) any sum expended by Landlord on Tenant’s behalf in accordance with the provisions of this Lease, and/or (iii) any sum which Landlord may expend or be required to expend by reason of Tenant’s default, including, without limitation, any damage or deficiency in or from the reletting of the Premises as provided in this Lease. The use, application or retention of the Collateral, or any portion thereof, by Landlord shall not prevent Landlord from exercising any other right or remedy provided by this Lease or by law (it being intended that Landlord shall not first be required to proceed against the Collateral) and shall not operate as either liquidated damages or as a limitation on any recovery to which Landlord may otherwise be entitled. If any portion of the Collateral is used, applied or retained by Landlord for the purposes set forth above, Tenant agrees, within ten (10) days after the written demand therefor is made by Landlord, to deposit cash with the Landlord in an amount sufficient to restore the Collateral to its original amount.

          If Tenant shall fully and faithfully comply with all of the provisions of this Lease, the Collateral, or any balance thereof, shall be returned to Tenant without interest after the expiration of the Term or upon any later date after which Tenant has vacated the Premises. In the absence of evidence satisfactory to Landlord of any permitted assignment of the right to receive the Collateral, Landlord may return the same to the original Tenant, regardless of one or more assignments of Tenant’s interest in this Lease or the Collateral. Upon the return of the Collateral, or the remaining balance thereof, to the original Tenant or any successor to the original Tenant, Landlord shall be completely relieved of liability with respect to the Collateral.

          In the event of a transfer of the Project or the Building, Landlord shall have the right to transfer the Collateral to the vendee or lessee and Landlord shall thereupon be released by Tenant from all liability for the return of such Collateral. Upon the assumption of such Collateral by the transferee, Tenant agrees to look solely to the new landlord for the return of said Collateral, and the provisions hereof apply to every transfer or assignment made of the Collateral to a new landlord. Tenant further covenants that it will not assign or encumber or attempt to assign or encumber the Collateral and that neither Landlord nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. The Collateral shall not be mortgaged, assigned or encumbered in any manner whatsoever by Tenant without the prior written consent of Landlord.

     6. ADDITIONAL RENT.

          (a) Commencing on the first day of the thirteenth (13^th) full month of the Term, and in each calendar year thereafter during the Term (as same may be extended), Tenant shall pay to Landlord Tenant’s Allocated Share of the following charges (“Recognized Expenses”), without deduction or set off, to the extent such Recognized Expenses exceed the Recognized Expenses in the Base Year.

               (i) Operating Expenses. All costs and expenses related to the Project incurred by Landlord, including, but not limited to:

                    (a) All costs and expenses related to the operation of the Building and Project, including, but not limited to, lighting, cleaning the Building exterior and common areas of the Building interior, trash removal and recycling, repairs and maintenance of the roof and storm water management system, policing and regulating traffic to and from the Project, fire suppression and alarm systems for the Project, utilities, removing snow, ice and debris and maintaining all landscape areas, (including replacing and replanting flowers, shrubbery and trees as required for normal maintenance), maintaining and repairing all other exterior improvements on the Project, all repairs and compliance costs necessitated by laws enacted or which become effective after the date hereof (including, without limitation, any additional regulations or requirements enacted after the date hereof regarding the Americans With Disabilities Act (as such applies to the Project or common areas but not to any individual tenant’s space), if applicable) required of Landlord under applicable laws and rules and regulations.

6

                    (b) Any other expense or charge (including reasonably allocated general and administrative charges) which would typically be considered an expense of maintaining, operating or repairing the Project under generally accepted accounting principles.

                    (c) Management fee not to exceed five (5%) percent of Rent, which shall be included in the Base Year. It is expressly understood that legal fees incurred in an action against an individual tenant shall not be deemed includable as an operating expense pursuant to this provision.

                    (d) Capital expenditures and capital repairs and replacements shall be included as operating expenses (i) only if such capital repair or replacement is (1) required by a change of laws after the date hereof or (2) results in a reduction of Operating Expenses on a going forward basis and (ii) solely to the extent of the amortized costs of same over the useful life of the improvement in accordance with generally accepted accounting principles.

                    (e) All insurance premiums paid or payable by Landlord for insurance with respect to the Project as follows: (a) fire and extended coverage insurance (including demolition and debris removal); (b) Landlord’s rental loss or abatement (but not including business interruption coverage on behalf of Tenant), from damage or destruction from environmental hazards, fire or other casualty; (c) Landlord’s commercial general liability insurance (including bodily injury and property damage) and boiler insurance; and (d) such other reasonable insurance as Landlord or any reputable mortgage lending institution holding a mortgage on the Premises may reasonably require. If the coverage period of any of such insurance obtained by Landlord commences before or extends beyond the Term, the premium therefore shall be prorated to the Term.

          Notwithstanding the foregoing, the term “Operating Expenses” shall not include any of the following:

                    (a) Repairs or other work occasioned by fire, windstorm or other insured casualty or by the exercise of the right of eminent domain;

                    (b) Leasing commissions, accountants’, consultants’, auditors or attorneys’ fees, costs and disbursements and other expenses incurred in connection with negotiations or disputes with other tenants or prospective tenants or other occupants, or associated with the enforcement of any other leases or the defense of Landlord’s title to or interest in the real property or any part thereof;

                    (c) Costs incurred by Landlord in connection with construction of the Building and related facilities, the correction of latent defects in construction of the Building or the discharge of Landlord’s Work;

                    (d) Costs (including permit, licenses and inspection fees) incurred in renovating or otherwise improving or decorating, painting, or redecorating the Building or space for other tenants or other occupants or vacant space;

                    (e) Depreciation and amortization;

                    (f) Costs incurred due to a breach by Landlord or any other tenant of the terms and conditions of any lease;

                    (g) Overhead and profit increment paid to subsidiaries or affiliates of Landlord for management or other services on or to the Building or for supplies, utilities or other materials, to the extent that the costs of such services, supplies, utilities or materials exceed the reasonable costs that would have been paid had the services, supplies or materials been provided by unaffiliated parties on a reasonable basis without taking into effect volume discounts or rebates offered to Landlord as a portfolio purchaser;

7

                    (h) Interest on debt or amortization payments on any mortgage or deeds of trust or any other borrowings and any ground rent;

                    (i) Ground rents or rentals payable by Landlord pursuant to any over-lease;

                    (j) Any compensation paid to clerks, attendants or other persons in commercial concessions operated by Landlord;

                    (k) Costs incurred in managing or operating any “pay for” parking facilities within the Project;

                    (1) Expenses resulting from the gross negligence or willful misconduct of Landlord;

                    (m) Any fines or fees for Landlord’s failure to comply with governmental, quasi-governmental, or regulatory agencies’ rules and regulations;

                    (n) Legal, accounting and other expenses related to Landlord’s financing, refinancing, mortgaging or selling the Building or the Project;

                    (o) Taxes;

                    (p) Costs for sculpture, decorations, painting or other objects of art in excess of amounts typically spent for such items in office buildings of comparable quality in the competitive area of the Building;

                    (q) Cost of any political, charitable or civic contribution or donation;

                    (r) Cost of salaries of employees above the level of regional building manager

                    (s) Costs of leasing equipment which would otherwise be capital in nature

                    (t) Costs of environmental cleanup not attributed to Tenant under Article 9 of this Lease; and

                    (u) Costs that are capital in nature except as provided in subsection 6(a)(i)(e) hereof.

               (ii) Taxes. Taxes shall be defined as all taxes, assessments and other governmental charges (“Taxes”), including special assessments for public improvements or traffic districts which are levied or assessed against the Project during the Term or, if levied or assessed prior to the Term, which properly are allocable to the Term, and real estate tax appeal expenditures incurred by Landlord to the extent of any reduction resulting thereby. Nothing herein contained shall be construed to include as Taxes: (A) any inheritance, estate, succession, transfer, gift, franchise, corporation, net income or profit tax or capital levy that is or may be imposed upon Landlord or (B) any transfer tax or recording charge resulting from a transfer of the Building or the Project; provided, however, that if at any time during the Term the method of taxation prevailing at the commencement of the Term shall be altered so that in lieu of or as a substitute for the whole or any part of the taxes now levied, assessed or imposed on real estate as such there shall be levied, assessed or imposed (i) a tax on the rents received from such real estate, or (ii) a license fee measured by the rents receivable by Landlord from the Premises or any portion thereof, or (iii) a tax or license fee imposed upon Premises or any portion thereof, then the same shall be included in the computation of Taxes hereunder.

          (b) Tenant shall pay, in monthly installments in advance, on account of Tenant’s Allocated

8

Share of Operating Expenses and Taxes, the estimated amount of the increase of such Recognized Expenses and Taxes for such year in excess of the Base Year as determined by Landlord in its reasonable discretion and as set forth in a notice to Tenant, such notice to include the basis for such calculation. At least thirty (30) days prior to the end of the calendar year in which the Lease commences and thereafter for each successive calendar year (each, a “Lease Year”), or part thereof, Landlord shall send to Tenant a statement of projected increases in Recognized Expenses and Taxes in excess of the Base Year and shall indicate what Tenant’s Allocated Share of Recognized Expenses and Taxes shall be. Said amount shall be paid in equal monthly installments in advance by Tenant as Additional Rent commencing January 1 of the applicable Lease Year.

          (c) Landlord agrees that in no event shall “controllable expenses” exceed “controllable expenses” from the prior year (which shall also be limited to such 3% increase, unless it was the Base Year) by more than three (3%) percent, such that increases in controllable expenses by more than 3% are not omitted in one year but then used as the basis for the 3% increase in the following years. “Controllable expenses” are such expenses which are contracted for annually at a set rate and cannot fluctuate during the year, for example janitorial and insurance costs.

          (d) Tenant shall have the right, at its sole cost and expense, within ninety (90) days from receipt of Landlord’s statement of Recognized Expenses, to audit or have its appointed accountant audit Landlord’s records related to Recognized Expenses and Taxes provided that any such audit may not occur more frequently than once each calendar year nor apply to any year prior to the year of the statement being reviewed (other than the Base Year which may be audited at any time). In the event Tenant’s audit discloses any discrepancy, Landlord and Tenant shall use their best efforts to resolve the dispute and make an appropriate adjustment, failing which, they shall submit any such dispute to arbitration pursuant to the rules and under the jurisdiction of the American Arbitration Association in Philadelphia, Pennsylvania. The decision rendered in such arbitration shall be final, binding and non-appealable. The expenses of arbitration, other than individual legal and accounting expenses which shall be the respective parties’ responsibility, shall be divided equally between the parties. In the event, by agreement or as a result of an arbitration decision, it is determined that the actual Recognized Expenses and Taxes exceeded those claimed by the Landlord by more than five percent (5%), the actual, reasonable hourly costs to Tenant of Tenant’s audit (including legal and accounting costs) shall be reimbursed by Landlord. In the event Tenant utilizes a contingent fee auditor and Landlord is responsible for the payment of such auditor, Landlord shall only pay the reasonable hourly fee of such auditor.

          (e) If during the course of any Lease Year, Landlord shall have reason to believe that the Recognized Expenses shall be different than that upon which the aforesaid projections were originally based, then Landlord, one time in any calendar year, shall be entitled to adjust the amount by reallocating the remaining payments for such year, for the months of the Lease Year which remain for the revised projections, and to advise Tenant of an adjustment in future monthly amounts to the end result that the Recognized Expenses shall be collected on a reasonably current basis each Lease Year. In any event Tenant shall have at least thirty (30) days prior written notice before the new amount goes in effect and shall be provided reasonable documentation evidencing the need for the change.

          (f) By April 30^th of each Lease Year or as soon thereafter as administratively available, Landlord shall send to Tenant a statement of actual expenses incurred for Recognized Expenses for the prior Lease Year showing the Allocated Share due from Tenant. Landlord shall use its reasonable efforts to provide Tenant with the aforesaid statements on or before April 30 of each Lease Year; provided, however, if Landlord is unable to provide such statements by April 30, Landlord shall not have been deemed to waive its right to collect any such amounts as Additional Rent. In the event the amount prepaid by Tenant exceeds the amount that was actually due then Landlord shall issue a credit to Tenant in an amount equal to the over charge, which credit Tenant may apply to future payments on account of Recognized Expenses until Tenant has been fully credited with the over charge. If the credit due to Tenant is more than the aggregate total of future rental payments, Landlord shall pay to Tenant the difference between the credit in such aggregate total. In the event Landlord has undercharged Tenant, then Landlord shall send Tenant an invoice with the additional amount due, which amount shall be paid in full by Tenant within

9

thirty (30) days of receipt.

          (g) Each of the Operating Expenses and Tax amounts, whether requiring lump sum payment or constituting projected monthly amounts added to the Fixed Rent, shall for all purposes be treated and considered as Additional Rent and the failure of Tenant to pay the same as and when due in advance and without demand shall have the same effect as failure to pay any installment of the Fixed Rent and shall afford Landlord all the remedies in the Lease therefor as well as at law or in equity. All Operating Expenses shall be charged at standard rates from the applicable service provider without markup or administrative fees by Landlord.

          (h) If this Lease terminates other than at the end of a calendar year, Landlord’s annual estimate of Recognized Expenses shall be accepted by the parties as the actual Recognized Expenses for the year the Lease ends until Landlord provides Tenant with actual statements in accordance with subsection 6(b) above.

     7. ELECTRICITY CHARGES.

          Landlord shall not be liable for any interruption or delay in electric or any other utility service for any reason unless caused by the gross negligence or willful misconduct of Landlord or its agents. Landlord shall have the right to change the electric and other utility provider to the Project or Building at any time. Tenant shall pay to Landlord, as Additional Rent all charges incurred by Landlord, or its agent, for electricity, such charges to be based upon Tenant’s consumption, as measured by Landlord’s submeter for the Premises, without markup. The aforesaid electricity charges shall commence upon occupancy by Tenant of the Premises.

     8. SIGNS; USE OF PREMISES AND COMMON AREAS.

          (a) As part of Landlord’s Work, Landlord shall provide Tenant with standard identification signage on all Building directories and at the entrance to the Premises. In addition, subject to Township approval and Landlord approval as to size and design which shall not be unreasonably withheld, conditioned or delayed , Tenant shall have the right to install monument and/or façade signage at the Building. No other signs shall be placed, erected or maintained by Tenant at any place upon the Premises, Building or Project.

          (b) Tenant may use and occupy the Premises only for the express and limited purposes stated in Article l (j) above; and the Premises shall not be used or occupied, in whole or in part, for any other purpose without the prior written consent of Landlord; provided that Tenant’s right to so use and occupy the Premises shall remain expressly subject to the provisions of “Governmental Regulations”, Article 28 herein. No machinery or equipment shall be permitted that shall cause vibration, noise or disturbance beyond the Premises. Tenant, without Landlord’s consent or direction, shall not “abandon” the Premises at any time during the Term. “Abandon” shall be defined as Tenant’s ceasing to use the Premises for its Permitted Use and Tenant’s intent not to return to the Premises. Tenant shall not be deemed to have abandoned the Premises if Tenant has engaged a broker and is actively seeking to sublet the Premises or assign this Lease.

          (c) Tenant shall not overload any floor or part thereof in the Premises or the Building, including any public corridors or elevators therein, bringing in, placing, storing, installing or removing any large or heavy articles, and Landlord may prohibit, or may direct and control the location and size of, safes and all other heavy articles, and may require, at Tenant’s sole cost and expense, supplementary supports of such material and dimensions as Landlord may deem necessary to properly distribute the weight.

          (d) Tenant shall not commit any waste upon the Premises, Building or Project or any nuisance.

          (e) Tenant shall have the right to use the exterior paved driveways and walkways of the Building for vehicular and pedestrian access to the Building. Tenant shall also have the right, to use the designated parking areas of the Project for the parking of automobiles of Tenant and its employees and business visitors, incident to Tenant’s permitted use of the Premises. Landlord shall not grant any third party rights to use the parking facilities at the Building.

10

     9. ENVIRONMENTAL MATTERS.

          (a) Hazardous Substances.

               (i) Tenant shall not, except as provided in subparagraph (ii) below, bring or otherwise cause to be brought or permit any of its agents, employees, contractors or invitees to bring in, on or about any part of the Premises, Building or Project, any hazardous substance or hazardous waste in violation of law, as such terms are or may be defined in (x) the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. 9601 et seq., as the same may from time to time be amended, and the regulations promulgated pursuant thereto (“CERCLA”); the United States Department of Transportation Hazardous Materials Table (49 CFR 172.102); by the Environmental Protection Agency as hazardous substances (40 CFR Part 302); the Clean Air Act; and the Clean Water Act, and all amendments, modifications or supplements thereto; and/or (y) any other rule, regulation, ordinance, statute or requirements of any governmental or administrative agency regarding the environment (collectively, (x) and (y) shall be referred to as an “Applicable Environmental Law”).

               (ii) Tenant may bring to and use at the Premises hazardous substances incidental to its normal business operations under the NAI Code referenced in article l(m) above in the quantities reasonably required for Tenant’s normal business consistent with its occupancy pursuant to the Prior Leases and in accordance with Applicable Environmental Laws. Tenant shall store and handle such substances in strict accordance with Applicable Environmental Laws. From time to time promptly following a request to Landlord based upon a reasonable need for such information, Tenant shall provide Landlord with documents identifying the hazardous substances stored or used by Tenant on the Premises and describing the chemical properties of such substances and such other information reasonably requested by Landlord or Tenant. Prior to the expiration or sooner termination of this Lease, Tenant shall remove all hazardous substances introduced by Tenant from the Premises and shall provide Landlord with an inspection report from an independent environmental engineer certifying that the Premises and the land surrounding the Premises are free of contamination from hazardous substances and hazardous wastes. The provisions of this paragraph shall be personal to Tenant and, in the event Tenant ceases to occupy the Premises, Landlord’s approval to store and use hazardous substances shall automatically terminate.

               (iii) Tenant shall defend, indemnify and hold harmless Landlord, Brandywine Realty Services Corp. and Brandywine Realty Trust and their respective employees and agents from and against any and all third-party claims, actions, damages, liability and expense (including all attorney’s, consultant’s and expert’s fees, expenses and liabilities incurred in defense of any such claim or any action or proceeding brought thereon) arising from Tenant’s storage and use of hazardous substances on the Premises including, without limitation, any and all costs incurred by Landlord because of any investigation of the Project or any cleanup, removal or restoration of the Project to remove or remediate hazardous or hazardous wastes deposited by Tenant. Without limitation of the foregoing, if Tenant, its officers, employees, agents, contractors, licensees or invitees cause contamination of the Premises by any hazardous substances, Tenant shall promptly at its sole expense, take any and all necessary actions to return the Premises to the condition existing prior to such contamination, or in the alternative take such other remedial steps as may be required by law or reasonably recommended by Landlord’s environmental consultant.

          (b) NAI Numbers.

               (i) Tenant represents and warrants that Tenant’s NAI number as designated in the North American Industry Classification System Manual prepared by the Office of Management and Budget, and as set forth in Article l(m) hereof, is correct. Tenant represents that the specific activities intended to be carried on in the Premises are in accordance with Article l(j).

               (ii) Except as provided in Article 9(a)(ii), Tenant shall not engage in operations at the Premises which involve the generation, manufacture, refining, transportation, treatment, storage, handling or disposal of “hazardous substances” or “hazardous waste” as such terms are defined under any Applicable Environmental Law. Tenant further covenants that it will not cause or permit to exist any “release” or “discharge”

11

(as such term is defined under Applicable Environmental Laws) on or about the Premises.

               (iii) Tenant shall, at its expense, comply with all requirements of Applicable Environmental Laws pertaining thereto.

               (iv) In addition, upon written notice of Landlord, Tenant shall cooperate with Landlord in obtaining Applicable Environmental Laws approval of any transfer of the Buildings. Specifically in that regard, Tenant agrees that it shall (1) execute and deliver all affidavits, reports, responses to questions, applications or other filings required by Landlord and related to Tenant’s activities at the Premises, (2) allow inspections and testing of the Premises during normal business hours, and (3) as respects the Premises, perform any requirement reasonably required by Landlord necessary for the receipt of approvals under Applicable Environmental Laws, provided the foregoing shall be at no
out-of-pocket cost or expense to Tenant except for clean-up and remediation costs arising from Tenant’s violation of this Article 9.

          (c) Additional Terms.

               (i) In the event of Tenant’s failure to comply in full with this Article, Landlord may, after written notice to Tenant and Tenant’s failure to cure within thirty (30) days of its receipt of such notice, at Landlord’s option, perform any and all of Tenant’s obligations as aforesaid and all costs and expenses incurred by Landlord in the exercise of this right all be deemed to be Additional Rent payable on demand and with interest at the Default Rate.

               (ii) The parties acknowledge and agree that Tenant shall not be held responsible for any environmental issue at the Premises unless such issue was caused by an action or omission of Tenant or its agents, employees or consultants.

          (d) Landlord’s Representations. Landlord has not used, generated, manufactured, produced, stored, released, discharged or disposed of on, under or about the Premises or transported to or from the Premises, any Hazardous Substances or allowed any other entity or person to do so to its knowledge. Landlord has no knowledge that any Hazardous Substances has been produced, stored, released, discharged or disposed of on, under or about the Building by any entity or person.

          (e) Survival. This Article 9 shall survive the expiration or sooner termination of this Lease.

     10. TENANTS ALTERATIONS.

          Tenant will not cut or drill into or secure any fixture, apparatus or equipment or make alterations, improvements or physical additions (collectively, “Alterations”) of any kind to any part of the Premises without first obtaining the written consent of Landlord, such consent not to be unreasonably withheld. Landlord shall provide written notice either granting or withholding its consent within fifteen (15) days of a written request by Tenant containing all necessary information for Landlord to make an informed decision. Alterations shall, at Landlord’s option, be done by Landlord at Tenant’s sole cost and expense. Landlord’s consent shall not be required for (i) the installation of any office equipment or fixtures including internal partitions which do not require disturbance of any structural elements or systems (other than attachment thereto) within the Building or (ii) minor work, including decorations, which does not require disturbance of any structural elements or systems (other than attachment thereto) within the Building and which costs in the aggregate less than $50,000. If no approval is required or if Landlord approves Tenant’s Alterations and agrees to permit Tenant’s contractors to do the work, Tenant, prior to the commencement of labor or supply of any materials, must furnish to Landlord (i) a duplicate or original policy or certificates of insurance evidencing (a) general public liability insurance for personal injury and property damage in the minimum amount of $1,000,000.00 combined single limit, (b) statutory workman’s compensation insurance, and (c) employer’s liability insurance from each contractor to be employed (all such policies shall be non-cancelable without thirty (30) days prior written notice to Landlord and shall be in amounts and with companies satisfactory to Landlord); (ii) construction documents prepared and sealed by a registered Pennsylvania architect if such alteration

12

causes the aggregate of all Alterations to be in excess of $50,000; (iii) all applicable building permits required by law; and (iv) an executed, effective Waiver of Mechanics Liens from such contractors and all sub-contractors in states allowing for such waivers or the cost of such alteration must be bonded by Tenant. In connection with all Alterations requiring Landlord’s approval, Landlord shall be entitled to collect a construction management fee equal to three (3%) of the cost of the Alteration in connection with Landlord’s services in supervising and review of such Alterations. Any approval by Landlord permitting Tenant to do any or cause any work to be done in or about the Premises shall be and hereby is conditioned upon Tenant’s work being performed by workmen and mechanics working in harmony and not interfering with labor employed by Landlord, Landlord’s mechanics or their contractors or by any other tenant or their contractors. If at any time any of the workmen or mechanics performing any of Tenant’s work shall be unable to work in harmony or shall interfere with any labor employed by Landlord, other tenants or their respective mechanics and contractors, then the permission granted by Landlord to Tenant permitting Tenant to do or cause any work to be done in or about the Premises, may be withdrawn by Landlord upon forty-eight (48) hours written notice to Tenant.

     All Alterations (whether temporary or permanent in character) made in or upon the Premises, either by Landlord or Tenant, shall be Landlord’s property upon installation and shall remain on the Premises without compensation to Tenant unless at the time Landlord approved the Alteration Landlord provided written notice to Tenant to remove same at the expiration of the Lease, in which event Tenant shall promptly remove such Alterations and restore the Premises to good order and condition. At Lease termination, all furniture, movable trade fixtures and equipment (including telephone, security and communication equipment system wiring and cabling) shall, at Landlord’s option, be removed by Tenant and shall be accomplished in a good and workmanlike manner so as not to damage the Premises or Building and in such manner so as not to disturb other tenants in the Building. All such installations, removals and restoration shall be accomplished in a good and workmanlike manner so as not to damage the Premises or Building. If Tenant fails to remove any items required to be removed pursuant to this Article, Landlord may do so and the reasonable costs and expenses thereof shall be deemed Additional Rent hereunder and shall be reimbursed by Tenant to Landlord within fifteen (15) business days of Tenant’s receipt of an invoice therefor from Landlord.

     11. CONSTRUCTION LIENS.

          (a) Tenant will not suffer or permit any contractor’s, subcontractor’s or supplier’s lien (a “Construction Lien”) to be filed against the Premises or any part thereof by reason of work, labor services or materials supplied or claimed to have been supplied to Tenant; and if any Construction Lien shall at any time be filed against the Premises or any part thereof, Tenant, within fifteen (15) business days after notice of the filing thereof, shall cause it to be discharged of record by payment, deposit, bond, order of a court of competent jurisdiction or otherwise. If Tenant shall fail to cause such Construction Lien to be discharged within the period aforesaid, then in addition to any other right or remedy, Landlord may, but shall not be obligated to, discharge it either by paying the amount claimed to be due or by procuring the discharge of such lien by deposit or by bonding proceedings. Any amount so paid by Landlord, plus all of Landlord’s costs and expenses associated therewith (including, without limitation, reasonable legal fees), shall constitute Additional Rent payable by Tenant under this Lease and shall be paid by Tenant to Landlord on demand with interest from the date of advance by Landlord at the Default Rate.

          (b) Nothing in this Lease, or in any consent to the making of alterations or improvements shall be deemed or construed in any way as constituting authorization by Landlord for the making of any alterations or additions by Tenant within the meaning of 49 P.S. Sections 
1101-1902, as amended, or under the Contractor and Subcontractor Payment Act or any amendment thereof, or constituting a request by Landlord, express or implied, to any contractor, subcontractor or supplier for the performance of any labor or the furnishing of any materials for the use or benefit of Landlord.

     12, ASSIGNMENT AND SUBLETTING.

          (a) Subject to the remaining subsections of Article 12. except as expressly permitted pursuant to this section, Tenant shall not, without the prior written consent of Landlord, such consent not to be unreasonably

13

withheld, assign, transfer or hypothecate this Lease or any interest herein or sublet the Premises or any part thereof. Any of the foregoing acts without such consent shall be void and shall, at the option of Landlord, terminate this Lease. Subject to subparagraph 12(i) below, this Lease shall not, nor shall any interest herein, be assignable as to the interest of Tenant by operation of law or by merger, consolidation or asset sale, without the written consent of Landlord.

          (b) If at any time or from time to time during the term of this Lease Tenant desires to assign this Lease or sublet all or any part of the Premises for a term which would be coterminous with the Term and which is not a permitted assignment pursuant to Article 12(i), Tenant shall give notice to Landlord of such desire, including the name, address and contact party for the proposed assignee or subtenant, a description of such party’s business history, the effective date of the proposed assignment or sublease (including the proposed occupancy date by the proposed assignee or sublessee), and in the instance of a proposed sublease, the square footage to be subleased, a floor plan professionally drawn to scale depicting the proposed sublease area, and a statement of the duration of the proposed sublease (which shall in any and all events expire by its terms prior to the scheduled expiration of this Lease, and immediately upon the sooner termination hereof). Landlord may, at its option, and in its sole and absolute discretion, exercisable by notice given to Tenant within forty-five (45) days next following Landlord’s receipt of Tenant’s notice (which notice from Tenant shall, as a condition of its effectiveness, include all of the above-enumerated information), elect to recapture the Premises if Tenant is proposing to sublet or assign the Premises or such portion as is proposed by Tenant to be sublet (and in each case, the designated and non-designated parking spaces included in this demise, or a pro-rata portion thereof in the instance of the recapture of less than all of the Premises), and terminate this Lease with respect to the space being recaptured.

          (c) If Landlord elects to recapture the Premises or a portion thereof as aforesaid, then from and after the effective date thereof as approved by Landlord, after Tenant shall have fully performed such obligations as are enumerated herein to be performed by Tenant in connection with such recapture, and except as to obligations and liabilities accrued and unperformed (and any other obligations expressly stated in this Lease to survive the expiration or sooner termination of this Lease), Tenant shall be released of and from all lease obligations thereafter otherwise accruing with respect to the Premises (or such lesser portion as shall have been recaptured by Landlord). The Premises, or such portion thereof as Landlord shall have elected to recapture, shall be delivered by Tenant to Landlord free and clear of all furniture, furnishings, personal property and removable fixtures, with Tenant repairing and restoring any and all damage to the Premises resulting from the installation, handling or removal thereof, and otherwise in the same condition as Tenant is, by the terms of this Lease, required to redeliver the Premises to Landlord upon the expiration or sooner termination of this Lease. In the event of a sublease of less than all of the Premises, the cost of erecting any required demising walls, entrances and entrance corridors, and any other or further improvements required in connection therewith, including without limitation, modifications to HVAC, electrical, plumbing, fire, life safety and security systems (if any), painting, wallpapering and other finish items as may be acceptable to or specified by Landlord, all of which improvements shall be made in accordance with applicable legal requirements and Landlord’s then-standard base building specifications, shall be performed by Landlord’s contractors, and shall be shared 50% by Tenant and 50% by Landlord. Upon the completion of any recapture and termination as provided herein, Tenant’s Fixed Rent, Recognized Expenses and other monetary obligations hereunder shall be adjusted pro-rated based upon the reduced rentable square footage then comprising the Premises.

          (d) If Landlord provides written notification to Tenant electing not to recapture the Premises (or so much thereof as Tenant had proposed to sublease), then Tenant may proceed to market the designated space and may complete such transaction and execute an assignment of this Lease or a sublease agreement (in each case in form acceptable to Landlord) within a period of five (5) months next following Landlord’s notice to Tenant that it declines to recapture such space, provided that Tenant shall have first obtained in any such case the prior written consent of Landlord to such transaction, which consent shall not be unreasonably withheld. If, however, Tenant shall not have assigned this Lease or sublet the Premises with Landlord’s prior written consent as aforesaid within five (5) months next following Landlord’s notice to Tenant that Landlord declines to recapture the Premises (or such portion thereof as Tenant initially sought to sublease), then in such event, Tenant shall again be required to request Landlord’s consent to the proposed transaction, whereupon Landlord’s right to recapture the Premises (or such portion as Tenant shall desire to sublease) shall be renewed upon the same terms and as otherwise provided in

14

subsection (b) above.

               For purposes of this Section 12(d), and without limiting the basis upon which Landlord may withhold its consent to any proposed assignment or sublease, the parties agree that it shall not be unreasonable for Landlord to withhold its consent to such assignment or sublease if: (i) reasonable evidence exists that the proposed assignee or sublessee will experience difficulty in satisfying its financial or other obligations under this Lease; (ii) the proposed assignee of sublessee, in Landlord’s reasonable opinion, is not reputable and of good character; (iii) the portion of the Premises requested to be subleased renders the balance of the Premises unleasable as a separate area; (iv) the proposed assignee or sublessee will cause Landlord’s existing parking facilities to be reasonably inadequate, or in violation of code requirements, or (v ) the nature of such party’s proposed business operation would or might reasonably permit or require the use of the Premises in a manner inconsistent with the “Permitted Use” specified herein.

          (e) Any sums or other economic consideration received by Tenant as a result of any subletting, assignment or license (except rental or other payments received which are attributable to the amortization of the cost of leasehold improvements made to the sublet or assigned portion of the premises by Tenant for subtenant or assignee, and other reasonable expenses incident to the subletting or assignment, including standard leasing commissions) whether denominated rentals under the sublease or otherwise, which exceed, in the aggregate, the total sums which Tenant is obligated to pay Landlord under this Lease (prorated to reflect obligations allocable to that portion of the premises subject to such sublease or assignment) shall be divided evenly between Landlord and Tenant, with Landlord’s portion being payable to Landlord as Additional Rental under this Lease without affecting or reducing any other obligation of Tenant hereunder.

          (f) Regardless of Landlord’s consent, no subletting or assignment shall release Tenant of Tenant’s obligation or alter the primary liability of Tenant to pay the Rent and to perform all other obligations to be performed by Tenant hereunder. The acceptance of rental by Landlord from any other person shall not be deemed to be a waiver by Landlord of any provision hereof. Consent to one assignment or subletting shall not be deemed consent to any subsequent assignment or subletting. In the event of default by any assignee of Tenant or any successor of Tenant in the performance of any of the terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such assignee or successor.

          (g) In the event that (i) the Premises or any part thereof are sublet and Tenant is in default under this Lease, or (ii) this Lease is assigned by Tenant, then, Landlord may collect Rent from the assignee or subtenant and apply the net amount collected to the rent herein reserved; but no such collection shall be deemed a waiver of the provisions of this Article 12 with respect to assignment and subletting, or the acceptance of such assignee or subtenant as Tenant hereunder, or a release of Tenant from further performance of the covenants herein contained.

          (h) In connection with each proposed assignment or subletting of the Premises by Tenant, Tenant shall pay to Landlord (i) an administrative fee of $250 per request (including requests for non-disturbance agreements and Landlord’s or its lender’s waivers) in order to defer Landlord’s administrative expenses arising from such request, plus (ii) Landlord’s reasonable attorneys’ fees not to exceed $2,000.

          (i) Notwithstanding anything to the contrary set forth above, Tenant shall be permitted without Landlord’s prior written consent, and subject to the terms of this subparagraph 12(i) to Transfer all or a portion of the Premises to an “Affiliate” of Tenant. For purposes of this subparagraph, Affiliate shall mean; (i) a corporation which owns fifty percent (50%) or more of the outstanding common stock of Tenant, or (ii) a corporation which has fifty percent (50%) or more of its common stock owned by Tenant, or (iii) a partnership which owns fifty percent (50%) or more of the common stock of Tenant, or (iv) a partnership which has fifty percent (50%) or more of its interest in partnership profits owned by Tenant, (v) an entity which is the surviving entity in a merger pursuant to state corporation or partnership law with the Tenant, (vi) a corporation or other entity to which Tenant sells all or substantially all of its assets, provided that such corporation or other entity has a net worth equal to or better than Tenant’s at the time of the execution of this Lease, or (vii) any entity which controls, is controlled by or is

15

under common control with Tenant. The effectiveness of such Transfer to an Affiliate of Tenant shall nevertheless be conditioned on the following: (a) Landlord receiving a fully executed copy of the full documentation governing the Transfer, in the form and substance approved by Landlord, and (b) such sublessee shall acknowledge that its rights arise through and are limited by the Lease, and shall agree to comply with the Lease (with such exceptions as may be consented to by Landlord), and (c) a written acknowledgment by Tenant evidencing that Tenant is not released from its obligations under this Lease. In addition, a sale or transfer of the capital stock of Tenant shall be deemed a permitted Transfer if Tenant is or becomes a publicly traded company whose stock is listed on a nationally recognized stock exchange; provided however, that the tangible net worth of the new entity following an initial public offering is not less than Tenant’s net worth at such time. In no event shall Tenant be released or discharged from any liability under this Lease by reason of such assignment.

          (j) Anything in this Article 12 to the contrary notwithstanding, no assignment or sublease shall be permitted under this Lease if Tenant is in default at the time of such assignment.

     13. LANDLORD’S RIGHT OF ENTRY.

     Landlord and persons authorized by Landlord may enter the Premises at all reasonable times upon reasonable advance notice (except in the case of an emergency in which case no prior notice is necessary) for the purpose of inspections, repairs, alterations to adjoining space, appraisals, or other reasonable purposes; including enforcement of Landlord’s rights under this Lease. Tenant shall have the right to accompany Landlord during each entry. Landlord shall use commercially reasonable efforts to perform all routine maintenance in a manner which does not interfere with Tenant’s business. Landlord shall not be liable for inconvenience to or disturbance of Tenant by reason of any such entry. Provided, however, that such efforts shall not require Landlord to use overtime labor unless Tenant shall pay for the increased costs to be incurred by Landlord for such overtime labor. Landlord also shall have the right to enter the Premises at all reasonable times after giving prior oral notice to Tenant, to exhibit the Premises to any prospective purchaser and/or mortgagee. During the last nine months of the Term or in the Event of Default, Landlord also shall have the right to enter the Premises at all reasonable times after giving prior oral notice to Tenant, to exhibit the Premises to any prospective tenants.

     14. REPAIRS AND MAINTENANCE.

          (a) Except as specifically otherwise provided in subparagraphs (b) and (c) of this Article, Tenant, at its sole cost and expense and throughout the Term of this Lease, shall keep and maintain the Premises in good order and condition, free of accumulation of dirt and rubbish. Tenant shall have the option of replacing lights, ballasts, tubes, ceiling tiles, outlets and similar equipment itself or it shall have the ability to advise Landlord of Tenant’s desire to have Landlord make such repairs. If requested by Tenant, Landlord shall make such repairs to the Premises within a reasonable time of notice to Landlord. When used in this Article 14, the term “repairs” shall include replacements and renewals when necessary. All repairs made by Tenant shall utilize materials and equipment which are at least equal in quality and usefulness to those originally used in constructing the Building and the Premises.

          (b) Landlord, throughout the Term of this Lease and at Landlord’s sole cost and expenses, shall make all necessary repairs to the footings and foundations and the structural steel columns and girders forming a part of the Premises.

          (c) Landlord shall maintain all HVAC systems, plumbing and electric systems serving the Building and the Premises. Tenant’s Allocated Share of Landlord’s cost for HVAC, electric and plumbing service, maintenance and repairs, as limited under Article 6 with respect to capital expenditures, shall be included as a portion of Recognized Expenses as provided in Article 6 hereof.

          (d) Landlord, throughout the Term of this Lease, shall make all necessary repairs to the Building outside of the Premises and the common areas, including the roof, walls, exterior portions of the Premises

16

and the Building, utility lines, equipment and other utility facilities in the Building, which serve more than one tenant of the Building, and to any driveways, sidewalks, curbs, loading, parking and landscaped areas, and other exterior improvements for the Building; provided, however, that Landlord shall have no responsibility to make any repairs unless and until Landlord receives written notice of the need for such repair or Landlord has actual knowledge of the need to make such repair. Tenant shall pay its Allocated Share of the cost of all repairs, as limited under Article 6 with respect to capital repairs, to be performed by Landlord pursuant to this Paragraph 14(d) as Additional Rent as provided in Article 6 hereof.

          (e) Landlord shall keep and maintain all common areas appurtenant to the Building and any sidewalks, parking areas, curbs and access ways adjoining the Property in a clean and orderly condition, free of accumulation of dirt, rubbish, snow and ice, and shall keep and maintain all landscaped areas in a neat and orderly condition. Tenant shall pay its Allocated Share of the cost of all work to be performed by Landlord pursuant to this Paragraph (e) as Additional Rent as provided in Article 6 hereof. Landlord’s obligation to provide snow removal services shall be limited to the parking areas and the sidewalk entrances to the Building.

          (f) Notwithstanding anything herein to the contrary, repairs to the Premises, Building or Project and its appurtenant common areas made necessary by a negligent or willful act or omission of Tenant or any employee, agent, contractor, or invitee of Tenant shall be made at the sole cost and expense of Tenant, except to the extent of insurance proceeds received by Landlord.

          (g) Landlord shall provide Tenant with janitorial services for the Premises Monday through Friday of each week in accordance with the guidelines set forth in Exhibit “D” attached hereto and the Tenant shall pay its Allocated Share of the cost thereof as Additional Rent as provided in Article 6 hereof.

          (h) If Landlord shall fail to perform any of its obligations under this Lease and such failure continues for a period of more than thirty (30) days after receipt of written notice from Tenant specifying such failure, or if such failure is of a nature to require more than thirty (30) days for remedy and continues beyond the time reasonably necessary to cure (and Landlord has not undertaken procedures to cure the default within such thirty (30) day period and diligently pursued such efforts to complete such cure), Tenant may, in addition to any other remedy available at law or in equity, upon at least five (5) business days prior written notice, incur any reasonably necessary expense to perform the obligation of Landlord specified in such notice and deduct such expense from the Fixed Rent.

     15. INSURANCE; SUBROGATION RIGHTS.

          (a) Tenant shall obtain and keep in force at all times during the term hereof, at its own expense, commercial general liability insurance including contractual liability and personal injury liability and all similar coverage, with combined single limits of $3,000,000.00 on account of bodily injury to or death of one or more persons as the result of any one accident or disaster and on account of damage to property, or in such other amounts as Landlord may from time to time require. Tenant shall also require its movers to procure and deliver to Landlord a certificate of insurance naming Landlord as an additional insured.

          (b) Tenant shall, at its sole cost and expense, maintain in full force and effect on all Tenant’s trade fixtures, equipment and personal property on the Premises, a policy of “special form” property insurance covering the full replacement value of such property.

          (c) All liability insurance required hereunder shall not be subject to cancellation without at least thirty (30) days prior notice to all insureds, and shall name Landlord, Brandywine Realty Trust, Landlord’s Agent and Tenant as insureds, as their interests may appear, and, if requested by Landlord, shall also name as an additional insured any mortgagee or holder of any mortgage which may be or become a lien upon any part of the Premises. Prior to the commencement of the Term, Tenant shall provide Landlord with certificates which evidence that the coverages required have been obtained for the policy periods. Tenant shall also furnish to Landlord throughout the term hereof replacement certificates at least thirty (30) days prior to the expiration dates of the then

17

current policy or policies. All the insurance required under this Lease shall be issued by insurance companies authorized to do business in the Commonwealth of Pennsylvania with a financial rating of at least an A-X as rated in the most recent edition of Best’s Insurance Reports and in business for the past five years. The limit of any such insurance shall not limit the liability of Tenant hereunder. If Tenant fails to procure and maintain such insurance, Landlord may, but shall not be required to, procure and maintain the same, at Tenant’s expense to be reimbursed by Tenant as Additional Rent within ten (10) days of written demand. Any deductible under such insurance policy or self-insured retention under such insurance policy in excess of Twenty Five Thousand ($25,000) must be approved by Landlord in writing prior to issuance of such policy. Tenant shall not self-insure without Landlord’s prior written consent. Notwithstanding the foregoing, the original Tenant hereunder may self-insure and maintain a deductible in excess of $25,000 provided that this waiver is personal to such original Tenant and shall not apply to any assignee or subtenant. The policy limits set forth herein shall be subject to periodic review, and Landlord reserves the right to require that Tenant increase the liability coverage limits if, in the reasonable opinion of Landlord, the coverage becomes inadequate or is less than commonly maintained by tenants of similar buildings in the area making similar uses.

          (d) Landlord shall obtain and maintain the following insurance during the Term of this Lease: (i) replacement cost insurance including “special form” property insurance on the Building and on the Project, (ii) builder’s risk insurance for the Landlord Work to be constructed by Landlord in the Project, and (iii) commercial general liability insurance (including bodily injury and property damage) covering Landlord’s operations at the Project in amounts reasonably required by the Landlord’s lender or Landlord.

          (e) Each party hereto, and anyone claiming through or under them by way of subrogation, waives and releases any cause of action it might have against the other party and Brandywine Realty Trust and their respective employees, officers, members, partners, trustees and agents, on account of any loss or damage that is insured against under any insurance policy required to be obtained hereunder (to the extent that such loss or damage is recoverable under such insurance policy) that covers the Project, Building or Premises, Landlord’s or Tenant’s fixtures, personal property, leasehold improvements or business and which names Landlord and Brandywine Realty Trust or Tenant, as the case may be, as a party insured. Each party hereto agrees that it will cause its insurance carrier to endorse all applicable policies waiving the carrier’s right of recovery under subrogation or otherwise against the other party. During any period while such waiver of right of recovery is in effect, each party shall look solely to the proceeds of such policies for compensation for loss, to the extent such proceeds are paid under such policies.

     16. INDEMNIFICATION.

          (a) Tenant shall defend, indemnify and hold harmless Landlord and Brandywine Realty Trust and their respective employees and agents from and against any and all third-party claims, actions, damages, liability and expense (including all reasonable attorney’s fees, expenses and liabilities incurred in defense of any such claim or any action or proceeding brought thereon) arising from (i) Tenant’s improper use of the Premises, (ii) the improper conduct of Tenant’s business, (iii) any activity, work or things done, permitted or suffered by Tenant or its agents, licensees or invitees in or about the Premises or elsewhere contrary to the requirements of the Lease, (iv) any breach or default in the performance of any obligation of Tenant’s part to be performed under the terms of this Lease, and (v) any negligence or willful act of Tenant or any of Tenant’s agents, contractors, employees or invitees. Without limiting the generality of the foregoing, Tenant’s obligations shall include any case in which Landlord or Brandywine Realty Trust shall be made a party to any litigation commenced by or against Tenant, its agents, subtenants, licensees, concessionaires, contractors, customers or employees, then Tenant shall defend, indemnify and hold harmless Landlord and Brandywine Realty Trust and shall pay all costs, expenses and reasonable attorney’s fees incurred or paid by Landlord and Brandywine Realty Trust in connection with such litigation, after notice to Tenant and Tenant’s refusal to defend such litigation, and upon notice from Landlord shall defend the same at Tenant’s expense by counsel satisfactory to Landlord.

          (b) Landlord shall defend, indemnify and hold harmless Tenant and its respective employees and agents from and against any and all third-party claims, actions, damages, liability and expense (including all

          

18

attorney’s fees, expenses and liabilities incurred in defense of any such claim or any action or proceeding brought thereon) arising from (i) Landlord’s improper use of the Premises, (ii) the improper conduct of Landlord’s business, (iii) any activity, work or things done, permitted or suffered by Landlord in or about the Premises or elsewhere contrary to the requirements of the Lease, (iv) any breach or default in the performance of any obligation of Landlord’s part to be performed under the terms of this Lease, and (v) any negligence or willful act of Landlord or any of Landlord’s agents, contractors, employees or invitees without limiting the generality of the foregoing, Landlord’s obligations shall include any case in which Tenant shall be made a party to any litigation commenced by or against Landlord, its agents, subtenants, licensees, concessionaires, contractors, customers or employees, then Landlord shall defend, indemnify and hold harmless Tenant and shall pay all costs, expenses and reasonable attorney’s fees incurred or paid by Tenant in connection with such litigation, after notice to Landlord and Landlord’s refusal to defend such litigation, and upon notice from Tenant shall defend the same at Landlord’s expense by counsel satisfactory to Tenant.

     17. QUIET ENJOYMENT.

     Provided Tenant has performed all of the terms and conditions of this Lease, including the payment of Fixed Rent and Additional Rent, to be performed by Tenant, Tenant shall peaceably and quietly hold and enjoy the Premises for the Term, without hindrance from Landlord, or anyone claiming by through or under Landlord under and subject to the terms and conditions of this Lease and of any mortgages now or hereafter affecting all of or any portion of the Premises.

     18. FIRE DAMAGE.

          (a) Except as provided below, in case of damage to the Premises by fire, flood or other insured casualty, Landlord shall repair the damage. Such repair work shall be commenced promptly following notice of the damage and completed with due diligence, taking into account the time required for Landlord to effect a settlement with and procure insurance proceeds from the insurer, except for delays due to governmental regulation, scarcity of or inability to obtain labor or materials, intervening acts of God or other causes beyond Landlord’s reasonable control.

          (b) Notwithstanding the foregoing, if (i) the damage is of a nature or extent that, in Landlord’s reasonable judgment (to be communicated to Tenant within thirty (30) days from the date of the casualty), the repair and restoration work would require more than one hundred eighty (180) consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime), or (ii) if more than thirty (30%) percent of the total area of the Building is extensively damaged, or (iii) the casualty occurs in the last Lease Year of the Term and Tenant has not exercised a renewal right, either party shall have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to the other within ten (10) days of Tenant’s receipt of the notice from Landlord described above. Such notice is to specify a termination date no less than fifteen (15) days after its transmission.

          (c) If the insurance proceeds received by Landlord as dictated by the terms and conditions of any financing then existing on the Building, (excluding any rent insurance proceeds) would not be sufficient to pay for repairing the damage or are required to be applied on account of any mortgage which encumbers any part of the Premises or Building, or if the nature of loss is not covered by Landlord’s fire insurance coverage, Landlord may elect either to (i) repair the damage as above provided notwithstanding such fact or (ii) terminate this Lease by giving Tenant notice of Landlord’s election as aforesaid.

          (d) In the event Landlord has not completed restoration of the Premises within one hundred eighty (180) days from the date of casualty (subject to delay due to weather conditions in excess of those typically accounted for in the industry, shortages of labor or materials or other reasons beyond Landlord’s control, Tenant may terminate this Lease by written notice to Landlord within thirty (30) business days following the expiration of such 180 day period (as extended for reasons beyond Landlord’s control as provided above) unless, within thirty (30) business days following receipt of such notice, Landlord has substantially completed such restoration and delivered

19

the Premises to Tenant for occupancy.

          (e) In the event of damage or destruction to the Premises or any part thereof, Tenant’s obligation to pay Fixed Rent and Additional Rent shall be equitably adjusted or abated.

     19. SUBORDINATION; RIGHTS OF MORTGAGEE.

          (a) This Lease shall be subject and subordinate at all times to the lien of any mortgages now or hereafter placed upon the Premises, Building and/or Project and land of which they are a part without the necessity of any further instrument or act on the part of Tenant to effectuate such subordination. Tenant further agrees to execute and deliver upon demand such further instrument or instruments evidencing such subordination of this Lease to the lien of any such mortgage and such further instrument or instruments of attornment as shall be desired by any mortgagee or proposed mortgagee or by any other person. Notwithstanding the foregoing, any mortgagee may at any time subordinate its mortgage to this Lease, without Tenant’s consent, by notice in writing to Tenant, and thereupon this Lease shall be deemed prior to such mortgage without regard to their respective dates of execution and delivery and in that event such mortgagee shall have the same rights with respect to this Lease as though it had been executed prior to the execution and delivery of the mortgage. Upon written request of Tenant, Landlord shall use its reasonable efforts to deliver a subordination, attornment and nondisturbance agreement (“Nondisturbance Agreement”) from Landlord’s Mortgagee, on each such mortgagee’s standard form, which shall provide, inter alia, that the leasehold estate granted to Tenant under this Lease will not be terminated or disturbed by reason of the foreclosure of the mortgage held by Landlord’s Mortgagee, so long as Tenant shall not be in default under this Lease and shall pay all sums due under this Lease without offsets or defenses thereto and shall fully perform and comply with all of the terms, covenants and conditions of this Lease on the part of Tenant to be performed and/or complied with, and in the event a mortgagee or its respective successor or assigns shall enter into and lawfully become possessed of the Premises covered by this Lease and shall succeed to the rights of Landlord hereunder, Tenant will attorn to the successor as its landlord under this Lease and, upon the request of such successor landlord, Tenant will execute and deliver an attornment agreement in favor of the successor landlord.

          (b) In the event Landlord shall be or is alleged to be in default of any of its obligations owing to Tenant under this Lease, Tenant agrees to give to the holder of any mortgage (collectively the “Mortgagee”) now or hereafter placed upon the Premises, Building and/or Project, notice by overnight mail of any such default which Tenant shall have served upon Landlord, provided that prior thereto Tenant has been notified in writing (by way of Notice of Assignment of Rents and/or Leases or otherwise in writing to Tenant) of the name and addresses of any such Mortgagee. Tenant shall not be entitled to exercise any right or remedy as there may be because of any default by Landlord without having given such notice to the Mortgagee; and Tenant further agrees that if Landlord shall fail to cure such default the Mortgagee shall have forty-five (45) additional days (measured from the later of the date on which the default should have been cured by Landlord or the Mortgagee’s receipt of such notice from Tenant), within which to cure such default, provided that if such default be such that the same could not be cured within such period and Mortgagee is diligently pursuing the remedies necessary to effectuate the cure (including but not limited to foreclosure proceedings if necessary to effectuate the cure); then Tenant shall not exercise any right or remedy as there may be arising because of Landlord’s default, including but not limited to, termination of this Lease as may be expressly provided for herein or available to Tenant as a matter of law, if the Mortgagee either has cured the default within such time periods, or as the case may be, has initiated the cure of same within such period and is diligently pursuing the cure of same as aforesaid.

     20. CONDEMNATION.

          (a) If more than twenty (20%) percent of the floor area of the Premises is taken or condemned for a public or quasi-public use (a sale in lieu of condemnation to be deemed a taking or condemnation for purposes of this Lease), this Lease shall, at either party’s option, terminate as of the date title to the condemned real estate vests in the condemnor, and the Fixed Rent and Additional Rent herein reserved shall be apportioned and paid in full by Tenant to Landlord to that date and all rent prepaid for period beyond that date shall forthwith be repaid by Landlord to Tenant and neither party shall thereafter have any liability hereunder.

20

          (b) If less than twenty (20%) percent of the floor area of the Premises is taken or if neither Landlord nor Tenant have elected to terminate this Lease pursuant to the preceding sentence, Landlord shall do such work as may be reasonably necessary to restore the portion of the Premises not taken to tenantable condition for Tenant’s uses, but shall not be required to expend more than the net award Landlord reasonably expects to be available for restoration of the Premises. If Landlord determines that the damages available for restoration of the Building and/or Project will not be sufficient to pay the cost of restoration, or if the condemnation damage award is required to be applied on account of any mortgage which encumbers any part of the Premises, Building and/or Project, Landlord may terminate this Lease by giving Tenant thirty (30) days prior notice specifying the termination date.

          (c) If this Lease is not terminated after any such taking or condemnation, the Fixed Rent and the Additional Rent shall be equitably reduced in proportion to the area of the Premises which has been taken for the balance of the Term.

          (d) If a part or all of the Premises shall be taken or condemned, all compensation awarded upon such condemnation or taking shall go to Landlord and Tenant shall have no claim thereto other than Tenant’s damages associated with moving, storage and relocation; and Tenant hereby expressly waives, relinquishes and releases to Landlord any claim for damages or other compensation to which Tenant might otherwise be entitled because of any such taking or limitation of the leasehold estate hereby created, and irrevocably assigns and transfers to Landlord any right to compensation of all or a part of the Premises or the leasehold estate.

     21. ESTOPPEL CERTIFICATE.

          (a) Each party agrees at any time and from time to time, within fifteen (15) days after the other party’s written request, to execute, acknowledge and deliver to the other party a written instrument in recordable form certifying all information reasonably requested, including but not limited to, the following: that this Lease is unmodified and in full force and effect (or if there have been modifications, that it is in full force and effect as modified and stating the modifications), the Commencement Date, the expiration date of this Lease, the square footage of the Premises, the rental rates applicable to the Premises, the dates to which Rent, Additional Rent, and other charges have been paid in advance, if any, and stating whether or not to the best knowledge of the party signing such certificate, the requesting party is in default in the performance of any covenant, agreement or condition contained in this Lease and, if so, specifying each such default of which the signer may have knowledge. It is intended that any such certification and statement delivered pursuant to this Article may be relied upon by any prospective purchaser of the Project or any mortgagee thereof or any assignee of Landlord’s interest in this Lease or of any mortgage upon the fee of the Premises or any part thereof.

     22. DEFAULT.

          If:

          (a) Tenant fails to pay any installment of Fixed Rent or any amount of Additional Rent when due; provided, however, Landlord shall provide written notice of the failure to pay such Rent and Tenant shall have a five (5) business day grace period from its receipt of such Landlord’s notice (facsimile receipt being deemed to be notice hereunder) within which to pay such Rent without creating a default hereunder. Except as otherwise set forth in Article 5, the late fee set forth in Article 5 hereof shall be due on the first day after such payment is due irrespective of the foregoing notice and grace period. No additional notice shall be required thereafter and Landlord shall be entitled to immediately exercise its remedies hereunder if payment is not received during the grace period,

          (b) Tenant “abandons” the Premises as defined in Article 8(a),

          (c) Tenant fails to bond over a construction or mechanics lien within the time period set forth

          

21

in Article 11,

          (d) Tenant fails to observe or perform any of Tenant’s other non-monetary agreements or obligations herein contained within thirty (30) days after written notice specifying the default, or the expiration of such additional time period as is reasonably necessary to cure such default, provided Tenant immediately commences and thereafter proceeds with all due diligence and in good faith to cure such default,

          (e) Tenant makes any assignment for the benefit of creditors,

          (f) a petition is filed or any proceeding is commenced against Tenant or by Tenant under any federal or state bankruptcy or insolvency law and such petition or proceeding is not dismissed within thirty (30) days,

          (g) a receiver or other official is appointed for Tenant or for a substantial part of Tenant’s assets or for Tenant’s interests in this Lease,

          (h) any attachment or execution against a substantial part of Tenant’s assets or of Tenant’s interests in this Lease remains unstayed or undismissed for a period of more than ten (10) days, or

          (i) a substantial part of Tenant’s assets or of Tenant’s interest in this Lease is taken by legal process in any action against Tenant,

then, in any such event, an Event of Default shall be deemed to exist and Tenant shall be in default hereunder.

          If an Event of Default shall occur, the following provisions shall apply and Landlord shall have, in addition to all other rights and remedies available at law or in equity, the rights and remedies set forth therein, which rights and remedies may be exercised upon or at any time following the occurrence of an Event of Default unless, prior to such exercise, Landlord shall agree in writing with Tenant that the Event(s) of Default has been cured by Tenant in all respects.

          (a) Acceleration of Rent. In the event of a monetary Event of Default by notice to Tenant, Landlord may recover from Tenant the Rent and other charges payable by Tenant to Landlord up to the time of such termination and, as damages, at the election of Landlord at any time thereafter, either (1) the amount by which, at the time of the termination of this Lease (or at any time or times thereafter under clause (2) below), (a) the aggregate of the Rent and other charges projected over the then remaining current term of the Lease exceeds (b) the aggregate projected rental value of the Premises for such period (assuming an initial eighteen month vacancy period), each discounted to current value at a rate equal to the Prime Rate plus two (2%) percent (the “Accelerated Rent Component / Damage Calculation Amount”), or (2) obtain annually amounts equal to the Rent and other charges which would have been payable by Tenant for such year had the Lease not been so terminated, less net rents actually received by Landlord from a reletting of the Premises during such year. In addition, Landlord shall be entitled to recover from Tenant the projected, in the case of recovery under clause (I) above, or the actual, in the case of recovery under clause (2) above, reasonable expenses of terminating this Lease, as well as the reasonable expenses of re-letting, including altering and preparing the Premises for new tenants, brokers’ commissions, and all other similar and dissimilar expenses incurred as a result of Tenant’s default.

          Notwithstanding the foregoing or the application of any rule of law based on election of remedies or otherwise, if Tenant fails to pay the accelerated rent in full when due, Landlord thereafter shall have the right by notice to Tenant, (i) to terminate Tenant’s further right to possession of the Premises and (ii) to terminate this Lease under subparagraph (b) below; and if Tenant shall have paid part but not all of the accelerated rent, the portion thereof attributable to the period equivalent to the part of the Term remaining after Landlord’s termination of possession or termination of this Lease shall be applied by Landlord against Tenant’s obligations owing to Landlord, as determined by the applicable provisions of subparagraphs (c) and (d) below.

22

          (b) Termination of Lease. By notice to Tenant, Landlord shall have the right to terminate this Lease as of a date specified in the notice of termination and in such case, Tenant’s rights, including any based on any option to renew, to the possession and use of the Premises shall end absolutely as of the termination date; and this Lease shall also terminate in all respects except for the provisions hereof regarding Landlord’s damages and Tenant’s liabilities arising prior to, out of and following the Event of Default and the ensuing termination.

          Following such termination and the notice of same provided above (as well as upon any other termination of this Lease by expiration of the Term or otherwise) Landlord immediately shall have the right to recover possession of the Premises; and to that end, Landlord may enter the Premises and take possession, without the necessity of giving Tenant any notice to quit or any other further notice, with or without legal process or proceedings, and in so doing Landlord may remove Tenant’s property (including any improvements or additions to the Premises which Tenant made, unless made with Landlord’s consent which expressly permitted Tenant to not remove the same upon expiration of the Term), as well as the property of others as may be in the Premises, and make disposition thereof in such manner as Landlord may deem to be commercially reasonable and necessary under the circumstances.

          (c) Tenant’s Continuing Obligations/Landlord’s Reletting Rights.

               (i) Unless and until Landlord shall have terminated this Lease under subparagraph (b) above, Tenant shall remain fully liable and responsible to perform all of the covenants and to observe all the conditions of this Lease throughout the remainder of the Term to the early termination date; and, in addition, Tenant shall pay to Landlord, upon demand and as Additional Rent, the total sum of all costs, losses, damages and expenses, including reasonable attorneys’ fees, as Landlord incurs, directly or indirectly, because of any Event of Default having occurred.

               (ii) If Landlord either terminates Tenant’s right to possession without terminating this Lease or terminates this Lease and Tenant’s leasehold estate as above provided, then, subject to the provisions below, Landlord shall have the unrestricted right to relet the Premises or any part(s) thereof to such tenant(s) on such provisions and for such period(s) as Landlord may deem appropriate. Landlord agrees, however, to use reasonable efforts to mitigate its damages, provided that Landlord shall not be liable to Tenant for its inability to mitigate damages if it shall endeavor to relet the Premises in like manner as it offers other comparable vacant space or property available for leasing to others in the Project of which the Building is a part. If Landlord relets the Premises after such a default, the costs recovered from Tenant shall be reallocated to take into consideration any additional rent which Landlord receives from the new tenant which is in excess to that which was owed by Tenant.

          (d) Landlord’s Damages.

               (i) The damages which Landlord shall be entitled to recover from Tenant shall be the sum of:

                    (A) all Fixed Rent and Additional Rent accrued and unpaid as of the termination date; and

                    (B) (i) all costs and expenses incurred by Landlord in recovering possession of the Premises, including removal and storage of Tenant’s property, (ii) the costs and expenses of restoring the Premises to the condition in which the same were to have been surrendered by Tenant as of the expiration of the Term, and (iii) the costs of reletting commissions; and

                    (C) all Fixed Rent and Additional Rent (to the extent that the amount(s) of Additional Rent has been then determined) otherwise payable by Tenant over the remainder of the Term as reduced to present value.

23

Less deducting from the total determined under subparagraphs (A), (B) and (C) all Rent and all other Additional Rent to the extent determinable as aforesaid, (to the extent that like charges would have been payable by Tenant) which Landlord receives from other tenant(s) by reason of the leasing of the Premises or part during or attributable to any period falling within the otherwise remainder of the Term.

               (ii) The damage sums payable by Tenant under the preceding provisions of this paragraph (d) shall be payable on demand from time to time as the amounts are determined; and if from Landlord’s subsequent receipt of rent as aforesaid from reletting, there be any excess payment(s) by Tenant by reason of the crediting of such rent thereafter received, the excess payment(s) shall be refunded by Landlord to Tenant, without interest.

               (iii) Landlord may enforce and protect the rights of Landlord hereunder by a suit or suits in equity or at law for the specific performance of any covenant or agreement contained herein, and for the enforcement of any other appropriate legal or equitable remedy, including, without limitation, injunctive relief, and for recovery of consequential damages (provided that consequential damages shall only be collected in the event that the default is due to Tenant’s failure to vacate the Premises upon the expiration or earlier termination of this Lease) and all moneys due or to become due from Tenant under any of the provisions of this Lease.

          (e) Landlord’s Right to Cure. Without limiting the generality of the foregoing, if Tenant shall be in default in the performance of any of ils obligations hereunder for more than thirty days from Landlord’s prior notice, Landlord, without being required to give Tenant any further notice or opportunity to cure, may (but shall not be obligated to do so), in addition to any other rights it may have in law or in equity, cure such default on behalf of Tenant, and Tenant shall reimburse Landlord upon demand for any sums paid or costs incurred by Landlord in curing such default, including reasonable attorneys’ fees and other legal expenses, together with interest at 10% per annum Rate from the dates of Landlord’s incurring of costs or expenses.

          Tenant further waives the right to any notices to quit as may be specified in the Landlord and Tenant Act of Pennsylvania, Act of April 6, 1951, as amended, or any similar or successor provision of law, and agrees that five (5) days notice shall be sufficient in any case where a longer period may be statutorily specified.

          (f) Additional Remedies. In addition to, and not in lieu of any of the foregoing rights granted to Landlord provided Landlord provides an additional notice to Tenant specifying that it will be exercising its rights under this Article 22(f):

WHEN THIS LEASE OR TENANT’S RIGHT OF POSSESSION SHALL BE TERMINATED BY COVENANT OR CONDITION BROKEN, OR FOR ANY OTHER REASON, EITHER DURING THE TERM OF THIS LEASE OR ANY RENEWAL OR EXTENSION THEREOF, AND ALSO WHEN AND AS SOON AS THE TERM HEREBY CREATED OR ANY EXTENSION THEREOF SHALL HAVE EXPIRED, IT SHALL BE LAWFUL FOR ANY ATTORNEY AS ATTORNEY FOR TENANT TO FILE AN AGREEMENT FOR ENTERING IN ANY COMPETENT COURT AN ACTION TO CONFESS JUDGMENT IN EJECTMENT AGAINST TENANT AND ALL PERSONS CLAIMING UNDER TENANT, WHEREUPON, IF LANDLORD SO DESIRES, A WRIT OF EXECUTION OR OF POSSESSION MAY ISSUE FORTHWITH, WITHOUT ANY PRIOR WRIT OF PROCEEDINGS, WHATSOEVER, AND PROVIDED THAT IF FOR ANY REASON AFTER SUCH ACTION SHALL HAVE BEEN COMMENCED THE SAME SHALL BE DETERMINED AND THE POSSESSION OF THE PREMISES HEREBY DEMISED REMAIN IN OR BE. RESTORED TO TENANT, LANDLORD SHALL HAVE THE RIGHT UPON ANY SUBSEQUENT DEFAULT OR DEFAULTS, OR UPON THE TERMINATION OF THIS LEASE AS HEREINBEFORE SET FORTH, TO BRING ONE OR MORE ACTION OR ACTIONS AS HEREINBEFORE SET FORTH TO RECOVER POSSESSION OF THE SAID PREMISES.

          In any action to confess judgment in ejectment, Landlord shall first cause to be filed in such action an affidavit made by it or someone acting for it setting forth the facts necessary to authorize the entry of judgment, of which facts such affidavit shall be conclusive evidence, and if a true copy of this Lease (and of the truth of the copy such affidavit shall be sufficient evidence) be filed in such action, it shall not be necessary to file the original as a

24

warrant of attorney, any rule of Court, custom or practice to the contrary notwithstanding.

                         (INITIAL). TENANT WAIVER. TENANT SPECIFICALLY ACKNOWLEDGES THAT TENANT HAS VOLUNTARILY, KNOWINGLY AND INTELLIGENTLY WAIVED CERTAIN DUE PROCESS RIGHTS TO A PREJUDGMENT HEARING BY AGREEING TO THE TERMS OF THE FOREGOING PARAGRAPHS REGARDING CONFESSION OF JUDGMENT. TENANT FURTHER SPECIFICALLY AGREES THAT IN THE EVENT OF DEFAULT, LANDLORD MAY PURSUE MULTIPLE REMEDIES INCLUDING OBTAINING POSSESSION PURSUANT TO A JUDGMENT BY CONFESSION AND EXECUTING UPON SUCH JUDGMENT. IN SUCH EVENT AND SUBJECT TO THE TERMS SET FORTH HEREIN, LANDLORD SHALL PROVIDE FULL CREDIT TO TENANT FOR ANY MONTHLY CONSIDERATION WHICH LANDLORD RECEIVES FOR THE LEASED PREMISES IN MITIGATION OF ANY OBLIGATION OF TENANT TO LANDLORD FOR THAT MONEY. FURTHERMORE, TENANT SPECIFICALLY WAIVES ANY CLAIM AGAINST LANDLORD AND LANDLORD’S COUNSEL FOR VIOLATION OF TENANT’S CONSTITUTIONAL RIGHTS IN THE EVENT THAT JUDGMENT IS CONFESSED PURSUANT TO THIS LEASE.

          (g) Interest on Damage Amounts. Any sums payable by Tenant hereunder, which are not paid after the same shall be due, shall bear interest from that day until paid at the rate of two (2%) percent over the then Prime Rate as published daily under the heading “Money Rates” in The Wall Street Journal, unless such rate be usurious as applied to Tenant, in which case the highest permitted legal rate shall apply (the “Default Rate”).

          (h) Landlord’s Statutory Rights. Landlord shall have all rights and remedies now or hereafter existing at law or in equity with respect to the enforcement of Tenant’s obligations hereunder and the recovery of the Premises. No right or remedy herein conferred upon or reserved to Landlord shall be exclusive of any other right or remedy, but shall be cumulative and in addition to all other rights and remedies given hereunder or now or hereafter existing at law. Landlord shall be entitled to injunctive relief in case of the violation, or attempted or threatened violation, of any covenant, agreement, condition or provision of this Lease, or to a decree compelling performance of any covenant, agreement, condition or provision of this Lease.

          (i) Remedies Not Limited. Nothing herein contained shall limit or prejudice the right of Landlord to exercise any or all rights and remedies available to Landlord by reason of default or to prove for and obtain in proceedings under any bankruptcy or insolvency laws, an amount equal to the maximum allowed by any law in effect at the time when, and governing the proceedings in which, the damages are to be proved, whether or not the amount be greater, equal to, or less than the amount of the loss or damage referred to above.

          (j) No Waiver by Landlord. No delay or forbearance by Landlord in exercising any right or remedy hereunder, or Landlord’s undertaking or performing any act or matter which is not expressly required to be undertaken by Landlord shall be construed, respectively, to be a waiver of Landlord’s rights or to represent any agreement by Landlord to undertake or perform such act or matter thereafter. Waiver by Landlord of any breach by Tenant of any covenant or condition herein contained (which waiver shall be effective only if so expressed in writing by Landlord) or failure by Landlord to exercise any right or remedy in respect of any such breach shall not constitute a waiver or relinquishment for the future of Landlord’s right to have any such covenant or condition duly performed or observed by Tenant, or of Landlord’s rights arising because of any subsequent breach of any such covenant or condition nor bar any right or remedy of Landlord in respect of such breach or any subsequent breach. Landlord’s receipt and acceptance of any payment from Tenant which is tendered not in conformity with the provisions of this Lease or following an Event of Default (regardless of any endorsement or notation on any check or any statement in any letter accompanying any payment) shall not operate as an accord and satisfaction or a waiver of the right of Landlord to recover any payments then owing by Tenant which are not paid in full, or act as a bar to the termination of this Lease and the recovery of the Premises because of Tenant’s previous default.

     23. LANDLORD’S LIEN.

     Upon request, Landlord shall issue to Tenant’s lender Landlord’s commercially reasonable form of

25

Landlord’s Waiver.

     24. LANDLORD’S REPRESENTATIONS AND WARRANTIES.

          Landlord represents and warrants to Tenant that: (a) Landlord is the owner of the Building and the Project; (b) Landlord has the authority to enter into this Lease and (c) the person executing this Lease is duly authorized to execute and deliver this Lease on behalf of Landlord.

     25. SURRENDER.

          Tenant shall, at the expiration of the Term, promptly quit and surrender the Premises in good order and condition and in conformity with the applicable provisions of this Lease, excepting only reasonable wear and tear and damage by fire or other insured casualty. Tenant shall have no right to hold over beyond the expiration of the Term and in the event Tenant shall fail to deliver possession of the Premises as herein provided, such occupancy shall not be construed to effect or constitute other than a tenancy at sufferance. During the first thirty (30) days of occupancy beyond the expiration of the Term the amount of rent owed to Landlord by Tenant shall automatically become one hundred fifty percent (150%) the sum of the Rent as those sums are at that time calculated under the provisions of the Lease. If Tenant fails to surrender the space within thirty (30) days of the termination date, Landlord may elect to automatically extend the Term for an additional month with a Rent of two hundred percent (200%) the sum of the Rent as those sums are at that time calculated under the provisions of the Lease. The acceptance of rent by Landlord or the failure or delay of Landlord in notifying or evicting Tenant following the expiration or sooner termination of the Term shall not create any tenancy rights in Tenant and any such payments by Tenant may be applied by Landlord against its costs and expenses, including attorney’s fees, incurred by Landlord as a result of such holdover.

     26. RULES AND REGULATIONS.

          Tenant agrees that at all times during the terms of this Lease (as same may be extended) it, its employees, agents, invitees and licenses shall comply with all rules and regulations specified on Exhibit “C” attached hereto and made a part hereof, together with all reasonable Rules and Regulations as Landlord may from time to time promulgate provided they do not increase the financial burdens of Tenant or unreasonably restrict Tenant’s rights under this Lease. Tenant’s right to dispute the reasonableness of any changes in or additions to the Rules and Regulations shall be deemed waived unless asserted to Landlord within ten (10) business days after Landlord shall have given Tenant written notice of any such adoption or change. In case of any conflict or inconsistency between the provisions of this Lease and any Rules and Regulations, the provisions of this Lease shall control. Landlord shall have no duty or obligation to enforce any Rule and Regulation, or any term, covenant or condition of any other lease, against any other tenant, and Landlord’s failure or refusal to enforce any Rule or Regulation or any term, covenant of condition of any other lease against any other tenant shall be without liability of Landlord to Tenant. However, if Landlord does enforce Rules or Regulations, Landlord shall endeavor to enforce same equally in a non-discriminatory manner.

     27. GOVERNMENTAL REGULATIONS.

          (a) Tenant shall, in the use and occupancy of the Premises and the conduct of Tenant’s business or profession therein, at all times comply with all applicable laws, ordinances, orders, notices, rules and regulations of the federal, state and municipal governments, or any of their departments and the regulations of the insurers of the Premises, Building and/or Project.

          (b) Without limiting the generality of the foregoing, Tenant shall (i) obtain, at Tenant’s expense, before engaging in Tenant’s business or profession within the Premises, all necessary licenses and permits including (but not limited to) state and local business licenses or permits, and (ii) remain in compliance with and keep in full force and effect at all times all licenses, consents and permits necessary for the lawful conduct of Tenant’s business or profession at the Premises. Tenant shall pay all personal property taxes, income taxes and other taxes,

          

26

assessments, duties, impositions and similar charges which are or may be assessed, levied or imposed upon Tenant and which, if not paid, could be liened against the Premises or against Tenant’s property therein or against Tenant’s leasehold estate.

          (c) Landlord shall be responsible for compliance with Title III of the Americans with Disabilities Act of 1990, 42 U.S.C. ‘12181 et seq. and its regulations, (collectively, the “ADA”) (i) as to the design and construction of interior and exterior common areas (e.g. sidewalks and parking areas) and (ii) with respect to the initial design and construction by Landlord of Landlord’s Work (as defined in Article 4 hereof). Except as set forth above in the initial sentence hereto, Tenant shall be responsible for compliance with the ADA in all other respects concerning the use and occupancy of the Premises, which compliance shall include, without limitation (i) provision for lull and equal enjoyment of the goods, services, facilities, privileges, advantages or accommodations of the Premises as contemplated by and to the extent required by the ADA, (ii) compliance relating to requirements under the ADA or amendments thereto arising after the date of this Lease and (iii) compliance relating to the design, layout, renovation, redecorating, refurbishment, alteration, or improvement to the Premises made or requested by Tenant at any time following completion of the Landlord’s Work.

     28. NOTICES.

          (a) Wherever in this Lease it shall be required or permitted that notice or demand be given or served by either party to this Lease to or on the other party, such notice or demand shall be deemed to have been duly given or served if in writing and either: (i) personally served; (ii) delivered by pre-paid nationally recognized overnight courier service (e.g. Federal Express) with evidence of receipt required for delivery; (iii) forwarded by Registered or Certified mail, return receipt requested, postage prepaid; (iv) facsimile with a copy mailed by first class United States mail or (v) e-mailed with evidence of receipt and delivery of a copy of the notice by first class mail; in all such cases addressed to the parties at the addresses set forth in Article 1(1) hereof. Each such notice shall be deemed to have been given to or served upon the party to which addressed on the date the same is delivered or delivery is refused. Either party hereto may change its address to which said notice shall be delivered or mailed by giving written notice of such change to the other party hereto, as herein provided.

     29. BROKERS.

          Landlord and Tenant each represents and warrants to the other that such party has had no dealings, negotiations or consultations with respect to the Premises or this transaction with any broker or finder other than the Broker identified in Article 1(k); and that otherwise no broker or finder called the Premises to Tenant’s attention for lease or took any part in any dealings, negotiations or consultations with respect to the Premises or this Lease. Each party agrees to indemnify and hold the other harmless from and against all liability, cost and expense, including attorney’s fees and court costs, arising out of any misrepresentation or breach of warranty under this Article.

     30. CHANGE OF BUILDING/PROJECT NAME.

          Landlord reserves the right at any time and from time to time to change the name by which the Building and/or Project is designated. Landlord shall provide tenant no less than thirty (30) days prior notice in the event Landlord changes the name by which the Building and or Project is designated. The parties acknowledge and agree that at this time there is no name for the Building or Project other than its Township issued address and further acknowledge that the Township may change the address at any time in its discretion with or without notice.

     31. LANDLORD’S LIABILITY.

          Landlord’s obligations hereunder shall be binding upon Landlord only for the period of time that Landlord is in ownership of the Building; and, upon termination of that ownership, Tenant, except as to any obligations which are then due and owing, shall look solely to Landlord’s successor in interest in the Building for the satisfaction of each and every obligation of Landlord hereunder. Landlord shall have no personal liability under any of the terms, conditions or covenants of this Lease and Tenant shall look solely to the equity of Landlord in the

27

Project of which the Premises form a part for the satisfaction of any claim, remedy or cause of action accruing to Tenant as a result of the breach of any section of this Lease by Landlord. In addition to the foregoing, no recourse shall be had for an obligation of Landlord hereunder, or for any claim based thereon or otherwise in respect thereof, against any past, present or future trustee, member, partner, shareholder, officer, director, partner, agent or employee of Landlord, whether by virtue of any statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such other liability being expressly waived and released by Tenant with respect to the above-named individuals and entities.

     32. AUTHORITY.

          Tenant represents and warrants that (a) Tenant is duly organized, validly existing and legally authorized to do business in the Commonwealth of Pennsylvania, and (b) the persons executing this Lease are duly authorized to execute and deliver this Lease on behalf of Tenant.

     33. NO OFFER.

          The submission of the Lease by Landlord to Tenant for examination does not constitute a reservation of or option for the Premises or of any other space within the Building or in other buildings owned or managed by Landlord or its affiliates. This Lease shall become effective as a Lease only upon the execution and legal delivery thereof by both parties hereto.

     34. RENEWAL.

          Provided Tenant is neither in default at the time of exercise nor has Tenant ever been in default (irrespective of the fact that Tenant cured such default) of any monetary obligations under this Lease more than twice during the Term and such monetary default aggregates in excess of $400,000 and the Lease is in full force and effect, Tenant shall have the right to renew this Lease for one (1) term of five (5) years beyond the end of the initial Term (“Renewal Term”). Tenant shall furnish written notice of intent to renew nine (9) months prior to the expiration of the applicable Term, failing which, such renewal right shall be deemed waived; time being of the essence. The terms and conditions of this Lease during each Renewal Term shall remain unchanged except that the annual Fixed Rent for each Renewal Term shall be the greater of (i) the Fixed Rent for the term expiring, and (ii) Fair Market Rent (as such term is hereinafter defined). All factors regarding Additional Rent shall remain unchanged, and no Tenant Allowance shall be included in the absence of further agreement by the parties. Anything herein contained to the contrary notwithstanding, Tenant shall have no right to renew the term hereof other than or beyond the one (1) consecutive five (5) year term hereinabove described. It shall be a condition of each such Renewal Term that Landlord and Tenant shall have executed, not less than six (6) months prior to the expiration of the then expiring term hereof, an appropriate amendment to this Lease, in form and content satisfactory to each of them, memorializing the extension of the term hereof for the next ensuing Renewal Term.

          For purposes of this Lease, “Fair Market Rent” shall mean the base rent, for comparable space, net of all free or reduced rent periods, work letters, cash allowances, fit-out periods and other tenant inducement concessions however denominated except as hereinafter provided. In determining the Fair Market Rent, Landlord, Tenant and any appraiser shall take into account applicable measurement and the loss factors, applicable lengths of lease term, differences in size of the space demised, the location of the Building and comparable buildings, amenities in the Building and comparable buildings, the ages of the Building and comparable buildings, differences in base years or stop amounts for operating expenses and tax escalations and other factors normally taken into account in determining Fair Market Rent. The Fair Market Rent shall reflect the level of improvement made or to be made by Landlord to the space and the Recognized Expenses and Taxes under this Lease. If Landlord and Tenant cannot agree on the Hair Market Rent, the Fair Market Rent shall be established by the following procedure: (1) Tenant and Landlord shall agree on a single MAI certified appraiser who shall have a minimum of ten (10) years experience in real estate leasing in the market in which the Premises is located, (2) Landlord and Tenant shall each notify the other (but not the appraiser), of its determination of such Fair Market Rent and the reasons therefor, (3) during the next seven (7) days both Landlord and Tenant shall prepare a written critique of the other’s determination and shall

          

28

deliver it to the other party, (4) on the tenth (10th) day following delivery of the critiques to each other, Landlord’s and Tenant’s determinations and critiques (as originally submitted to the other party, with no modifications whatsoever) shall be submitted to the appraiser, who shall decide whether Landlord’s or Tenant’s determination of Fair Market Rent is more correct. The determinations so chosen shall be the Fair Market Rent. The appraiser shall not be empowered to choose any number other than the Landlord’s or Tenant’s. The fees of the appraiser shall be paid by the non-prevailing party.

35. RELOCATION.

          Intentionally omitted.

     36. TENANT FINANCIAL INFORMATION.

          Any time and from time to time during the Term (but not more than once during any twelve month period unless a default has occurred under this Lease or Landlord has a reasonable basis to suspect that Tenant has suffered a material adverse change in its financial position) upon not less than thirty (30) days prior written request from Landlord, Tenant shall deliver to Landlord: (i) the most recent accurate, complete and detailed balance sheet of Tenant, a profit and loss statement, a cash flow summary and all relevant accounting footnotes, all prepared in accordance with generally accepted accounting principles consistently applied and certified by the Chief Financial Officer of Tenant to be a fair and true presentation of Tenant’s current financial position and (ii) current bank references for Tenant. Tenant agrees that its failure to strictly comply with this Article 36 shall constitute an Event of Default by Tenant under this Lease. Landlord shall keep all information provided hereunder strictly confidential.

     37. MISCELLANEOUS PROVISIONS.

          (a) Successors. The respective rights and obligations provided in this Lease shall bind and inure to the benefit of the parties hereto, their successors and assigns; provided, however, that no rights shall inure to the benefit of any successors or assigns of Tenant unless Landlord’s written consent for the transfer to such successor and/or assignee has first been obtained as provided in Article 12 hereof.

          (b) Governing Law. This Lease shall be construed, governed and enforced in accordance with the laws of the Commonwealth of Pennsylvania, without regard to principles relating to conflicts of law.

          (c) Severability. If any provisions of this Lease shall be held to be invalid, void or unenforceable, the remaining provisions hereof shall in no way be affected or impaired and such remaining provisions shall remain in full force and effect.

          (d) Captions. Marginal captions, titles or exhibits and riders and the table of contents in this Lease are for convenience and reference only, and are in no way to be construed as defining, limiting or modifying the scope or intent of the various provisions of this Lease.

          (e) Gender. As used in this Lease, the word “person” shall mean and include, where appropriate, an individual, corporation, partnership or other entity; the plural shall be substituted for the singular, and the singular for the plural, where appropriate; and the words of any gender shall mean to include any other gender.

          (f) Entire Agreement. This Lease, including the Exhibits and any Riders hereto (which are hereby incorporated by this reference, except that in the event of any conflict between the printed portions of this Lease and any Exhibits or Riders, the term of such Exhibits or Riders shall control), supersedes any prior discussions, proposals, negotiations and discussions between the parties and the Lease contains all the agreements, conditions, understandings, representations and warranties made between the parties hereto with respect to the subject matter hereof, and may not be modified orally or in any manner other than by an agreement in writing signed by both parties hereto or their respective successors in interest. Without in any way limiting the generality of the

29

foregoing, this Lease can only be extended pursuant to the terms hereof, and in Tenant’s case, with the terms hereof, with the due exercise of an option (if any) contained herein pursuant to a written agreement signed by both Landlord and Tenant specifically extending the term. No negotiations, correspondence by Landlord or offers to extend the term shall be deemed an extension of the termination date for any period whatsoever.

          (g) Counterparts. This Lease may be executed in any number of counterparts, each of which when taken together shall be deemed to be one and the same instrument.

          (h) Telefax Signatures. The parties acknowledge and agree that notwithstanding any law or presumption to the contrary a telefaxed signature of either party whether upon this Lease or any related document shall be deemed valid and binding and admissible by either party against the other as if same were an original ink signature.

          (i) Calculation of Time. In computing any period of time prescribed or allowed by any provision of this Lease, the day of the act, event or default from which the designated period of time begins to run shall not be included. The last day of the period so computed shall be included, unless it is a Saturday, Sunday or a legal holiday, in which event the period runs until the end of the next day which is not a Saturday, Sunday, or legal holiday. Unless otherwise provided herein, all Notices and other periods expire as of 5:00 p.m. (local time in Newtown Square, Pennsylvania) on the last day of the Notice or other period.

          (j) No Merger. There shall be no merger of this Lease or of the leasehold estate hereby created with the fee estate in the Premises or any part thereof by reason of the fact that the same person, firm, corporation, or other legal entity may acquire or hold, directly or indirectly, this Lease of the leasehold estate and the fee estate in the Premises or any interest in such fee estate, without the prior written consent of Landlord’s mortgagee.

          (k) Time of the Essence. TIME IS OF THE ESSENCE IN ALL PROVISIONS OF THIS LEASE, INCLUDING ALL NOTICE PROVISIONS TO BE PERFORMED BY OR ON BEHALF OF TENANT.

          (l) Recordation of Lease. Tenant shall not record this Lease without the written consent of Landlord.

          (m) Accord and Satisfaction. No payment by Tenant or receipt by Landlord of a lesser amount than any payment of Fixed Rent or Additional Rent herein stipulated shall be deemed to be other than on account of the earliest stipulated Fixed Rent or Additional Rent due and payable hereunder, nor shall any endorsement or statement or any check or any letter accompanying any check or payment as Rent be deemed an accord and satisfaction. Landlord may accept such check or payment without prejudice to Landlord’s right to recover the balance of such Rent or pursue any other right or remedy provided for in this Lease, at law or in equity.

          (n) No Partnership. Landlord does not, in any way or for any purpose, become a partner of Tenant in the conduct of its business, or otherwise, or joint venturer or a member of a joint enterprise with Tenant. This Lease establishes a relationship solely of that of a landlord and tenant.

          (o) Guaranty. Intentionally omitted.

          (p) No Presumption Against Drafter. Landlord and Tenant understand, agree, and acknowledge that: (i) this Lease has been freely negotiated by both parties; and (ii) that, in the event of any controversy, dispute, or contest over the meaning, interpretation, validity, or enforceability of this Lease, or any of its terms or conditions, there shall be no inference, presumption, or conclusion drawn whatsoever against either party by virtue of that party having drafted this Lease or any portion thereof.

          

30

          (q) Force Maieure. If by reason of strikes or other labor disputes, fire or other casualty (or reasonable delays in adjustment of insurance), accidents, orders or regulations of any Federal, State, County or Municipal authority, or any other cause beyond a party’s reasonable control, such party is unable to furnish or is delayed in furnishing any utility or service required to be furnished by such party under the provisions of this Lease or is unable to perform or make or is delayed in performing or making any installations, decorations, repairs, alterations, additions or improvements, or is unable to fulfill or is delayed in fulfilling any of such party’s other obligations under this Lease (other than the payment of Rent), no such inability or delay shall constitute an actual or constructive eviction, in whole or in part, or entitle the other party to any abatement or diminution of Fixed Rent, or relieve the other party from any of its obligations under this Lease, or impose any liability upon such party or its agents, by reason of inconvenience or annoyance to the other party, or injury to or interruption of the other party’s business, or otherwise.

          (r) OFAC. Each party represents, warrants and covenants to the other that neither such party nor any of its partners, officers, directors or members (i) is listed on the Specially Designated Nationals and Blocked Persons List maintained by the Office of Foreign Asset Control, Department of the Treasury (“OFAC”) pursuant to Executive Order No. 13224, 66 Fed. Reg. 49079 (Sept. 25, 2001) (“Order”) and all applicable provisions of Title III of the USA Patriot Act (Public Law No. 107-56 (October 26, 2001)); (ii) is listed on the Denied Persons List and Entity List maintained by the United States Department of Commerce; (iii) is listed on the List of Terrorists and List of Disbarred Parties maintained by the United States Department of State, (iv) is listed on any list or qualification of “Designated Nationals” as defined in the Cuban Assets Control Regulations 31 C.F.R. Part 515; (v) is listed on any other publicly available list of terrorists, terrorist organizations or narcotics traffickers maintained by the United States Department of State, the United States Department of Commerce or any other governmental authority or pursuant to the Order, the rules and regulations of OFAC (including without limitation the Trading with the Enemy Act, 50 U.S.C. App. 1-44; the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701-06; the unrepealed provision of the Iraq Sanctions Act, Publ.L. No. 101-513; the United Nations Participation Act, 22 U.S.C. § 2349 as-9; The Cuban Democracy Act, 22 U.S.C. §§ 6001-10; The Cuban Liberty and Democratic Solidarity Act, 18 U.S.C. (§§ 2332d and 233; and The Foreign Narcotic Kingpin Designation Act, Publ. L. No. 106-120 and 107-108, all as may be amended from time to time); or any other applicable requirements contained in any enabling legislation or other Executive Orders in respect of the Order (the Order and such other rules, regulations, legislation or orders are collectively called the “Orders”); (vi) is engaged in activities prohibited in the Orders; or (vii) has been convicted, pleaded nolo contendere, indicted, arraigned or custodially detained on charges involving money laundering or predicate crimes to money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes or in connection with the Bank Secrecy Act (31 U.S.C. §§ 5311 et. seq.). Each party agrees to defend, indemnify, and hold harmless the other party from and against any and all claims, damages, losses, risks, liabilities, and expenses (including attorney’s fees and costs) arising from or related to any breach of the foregoing representation, warranty and covenant. The breach of this representation, warranty and covenant by Tenant shall be an immediate Event of Default under this Lease without cure.

     38. WAIVER OF TRIAL BY JURY.

          LANDLORD AND TENANT WAIVE THE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, OR RELATED TO, THE SUBJECT MATTER OF THIS LEASE. THIS WAIVER IS KNOWINGLY, INTENTIONALLY, AND VOLUNTARILY MADE BY TENANT AND TENANT ACKNOWLEDGES THAT NEITHER LANDLORD NOR ANY PERSON ACTING ON BEHALF OF LANDLORD HAS MADE ANY REPRESENTATIONS OF FACT TO INDUCE THIS WAIVER OF TRIAL BY JURY OR IN ANY WAY TO MODIFY OR NULLIFY ITS EFFECT. TENANT FURTHER ACKNOWLEDGES THAT IT HAS BEEN REPRESENTED (OR HAS HAD THE OPPORTUNITY TO BE REPRESENTED) IN THE SIGNING OF THIS LEASE AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL, SELECTED OF ITS OWN FREE WILL, AND THAT IT HAS HAD THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH COUNSEL. TENANT FURTHER ACKNOWLEDGES THAT IT HAS READ AND UNDERSTANDS THE MEANING AND RAMIFICATIONS OF THIS WAIVER PROVISION AND AS EVIDENCE OF SAME HAS EXECUTED THIS LEASE.

          

31

     39. CONSENT TO JURISDICTION.

          Tenant hereby consents to the exclusive jurisdiction of the state courts located in Montgomery, Delaware and Philadelphia County and to the federal courts located in the Eastern District of Pennsylvania.

     IN WITNESS WHEREOF, the parties hereto have executed this Lease the day and year first above written.

WITNESS:	LANDLORD:
	BRANDYWINE OPERATING PARTNERSHIP, L.P.
	By:	Brandywine Realty Trust, its general partner

	By:	/s/ Philip M. Schenkel
	Title: Regional Vice President
ATTEST:	TENANT:
	RESEARCH PHARMACEUTICAL SERVICES, INC.

	By:	/s/ Steven Bell
Name:	Name:	Steven Bell
Title: Secretary	Title:	CFO

32

EXHIBIT “A”

SPACE PLAN

33

EXHIBIT “B”

Tenant:

Premises:

Square Footage:

Suite Number:

CONFIRMATION OF LEASE TERM

     THIS MEMORANDUM is made as of the ___ day of                     , 200 ___, between BRANDYWINE OPERATING PARTNERSHIP, L.P., a Delaware limited partnership, with an office at 555 East Lancaster Avenue, Suite 100, Radnor, PA 19087 (“Landlord”) and RESEARCH PHARMACEUTICAL SERVICES, INC., with its principal place of business at 520 Virginia Drive, Suite 100, Fort Washington, PA 19004 (“Tenant”), who entered into a lease dated for reference purposes as of               , 2006, covering certain premises located at 520 Virginia Drive, Suite 100, Fort Washington, PA 19004. All capitalized terms, if not defined herein, shall be defined as they are defined in the Lease.

     1. The Parties to this Memorandum hereby agree that the date of               , 200 ____ is the “Possession Date”              , 200 ___ is the “Commencement date of the Term, and the date                is the expiration date of the Lease.

     2. Tenant hereby confirms the following:

          (a) That it has accepted possession of the Premises pursuant to the terms of the Lease;

          (b) That to its knowledge the improvements, including the Landlord Work, required to be furnished according to the Lease by Landlord have been Substantially Completed;

          (c) That to its knowledge Landlord has fulfilled all of its duties of an inducement nature or are otherwise set forth in the Lease;

          (d) That to its knowledge there are no offsets or credits against rentals, and the $                Security Deposit has been paid as provided in the Lease;

          (e) That to its knowledge there is no default by Landlord or Tenant under the Lease and the Lease is in full force and effect.

     2. Landlord hereby confirms to Tenant that its Building Number is                      and its Lease Number is                     . This information must accompany each Rent check or wire payment.

3. Tenant’s Notice Address is:	Tenant’s Billing Address is:
Attn:	Attn:
Phone No.:	Phone No.:
Fax No.:	Fax No.:
E-mail:	E-mail:

34

     4. This Memorandum, each and all of the provisions hereof, shall inure to the benefit, or bind, as the case may require, the parties hereto, and their respective successors and assigns, subject to the restrictions upon assignment and subletting contained in the Lease.

WITNESS:	LANDLORD:
	BRANDYWINE OPERATING PARTNERSHIP, L.P.
	By:	Brandywine Realty Trust,
		its general partner
	By:
WITNESS:	TENANT:
	RESEARCH PHARMACEUTICAL SERVICES, INC.
	By:

35

EXHIBIT “C”

BUILDING RULES AND REGULATIONS
LAST REVISION: MARCH 14, 2006

     Landlord reserves the right to rescind any of these rules and make such other and further rules and regulations as in the judgment of Landlord shall from time to time be needed for the safety, protection, care and cleanliness of the Project, the operations thereof, the preservation of good order therein and the protection and comfort of its tenants, their agents, employees and invitees, which rules when made and notice thereof given to Tenant shall be binding upon him, her or it in a like manner as if originally prescribed.

1.	Sidewalks, entrances, passages, elevators, vestibules, stairways, corridors, halls, lobby and any other part of the Building shall not be obstructed or encumbered by any Tenant or used for any purpose other than ingress or egress to and from each tenant’s premises. Landlord shall have the right to control and operate the common portions of the Building and exterior facilities furnished for common use of the tenants (such as the eating, smoking, and parking areas) in such a manner as Landlord deems appropriate.
2.	No awnings or other projections shall be attached to the outside walls of the Building without the prior written consent of Landlord. All drapes, or window blinds, must be of a quality, type and design, color and attached in a manner approved by Landlord.
3.	No showcases or other articles shall be put in front of or affixed to any part of the exterior of the Building, or placed in hallways or vestibules without prior written consent of Landlord.
4.	Rest rooms and other plumbing fixtures shall not be used for any purposes other than those for which they were constructed and no debris, rubbish, rags or other substances shall be thrown therein. Only standard toilet tissue may be flushed in commodes. All damage resulting from any misuse of these fixtures shall be the responsibility of the tenant who, or whose employees, agents, visitors, clients, or licensees shall have caused same.
5.	No tenant, without the prior consent of Landlord, shall mark, paint, drill into, bore, cut or string wires or in any way deface any part of the Premises or the Building of which they form a part except for the reasonable hanging of decorative or instructional materials on the walls of the Premises.
6.	Tenants shall not construct or maintain, use or operate in any part of the project any electrical device, wiring or other apparatus in connection with a loud speaker system or other sound/communication system which may be heard outside the Premises. Any such communication system to be installed within the Premises shall require prior written approval of Landlord.
7.	No mopeds, skateboards, scooters or other vehicles and no animals, birds or other pets of any kind shall be brought into or kept in or about the Building other than service animals.
8.	No tenant shall cause or permit any unusual or objectionable odors to be produced upon or permeate from its premises.
9.	No space in the Building shall be used for the manufacture of goods for sale in the ordinary course of business, or for sale at auction of merchandise, goods or property of any kind.
10.	No tenant, or employees of tenant, shall make any unseemly or disturbing noises or disturb or interfere with the occupants of this or neighboring buildings or residences by voice, musical instrument, radio, talking machines, whistling, singing, or in any way. All passage through the Building’s hallways, elevators, and

	main lobby shall be conducted in a quiet, business-like manner. Rollerblading and Rollerskating shall not be permitted in the Building or in the common areas of the Project.
11.	No tenant shall throw anything out of the doors, windows, or down corridors or stairs of the Building.
12.	Tenant shall not place, install or operate on the Premises or in any part of the Project, any engine, stove or machinery or conduct mechanical operations or cook thereon or therein (except for coffee machine, microwave oven, toasters and/or vending machine), or place or use in or about the Premises or Project any explosives, gasoline, kerosene oil, acids, caustics or any other flammable, explosive, or hazardous material without prior written consent of Landlord.
13.	No smoking is permitted in the Building, including but not limited to the Premises, rest rooms, hallways, elevators, stairs, lobby, exit and entrances vestibules, sidewalks, parking lot area except for the designated exterior smoking area. All cigarette ashes and butts are to be deposited in the containers provided for same, and not disposed of on sidewalks, parking lot areas, or toilets within the Building rest rooms.
14.	Tenants are not to install any additional locks or bolts of any kind upon any door or window of the Building without prior written consent of Landlord. Each tenant must, upon the termination of tenancy, return to the Landlord all keys for the Premises, either furnished to or otherwise procured by such tenant, and all security access cards to the Building.
15.	All doors to hallways and corridors shall be kept closed during business hours except as they may be used for ingress or egress.
16.	Tenant shall not use the name of the Building, Landlord or Landlord’s Agent in any way in connection with his business except as the address thereof. Landlord shall also have the right to prohibit any advertising by tenant, which, in its sole opinion, tends to impair the reputation of the Building or its desirability as a building for offices, and upon written notice from Landlord, tenant shall refrain from or discontinue such advertising.
17.	Tenants must be responsible for all Security Access cards issued to them, and to secure the return of same from any employee terminating employment with them. Lost cards shall cost $35.00 per card to replace. No person/company other than Building tenants and/or their employees may have Security Access cards unless Landlord grants prior written approval.
18.	All deliveries by vendors, couriers, clients, employees or visitors to the Building which involve the use of a hand cart, hand truck, or other heavy equipment or device must be made via the Freight Elevator. Tenant shall be responsible to Landlord for any loss or damage resulting from any deliveries made by or for tenant to the Building. Tenant shall procure and deliver a certificate of insurance from tenant’s movers which certificate shall name Landlord as an additional insured.
19.	Landlord reserves the right to inspect all freight to be brought into the Building, and to exclude from the Building all freight or other material which violates any of these rules and regulations.
20.	Tenant will refer all contractors, contractor’s representatives and installation technicians, rendering any service on or to the premises for tenant, to Landlord for Landlord’s approval and supervision before performance of any contractual service or access to Building. This provision shall apply to all work performed in the Building including installation of telephones, telegraph equipment, electrical devices and attachments and installations of any nature affecting floors, walls, woodwork, trim, windows, ceilings, equipment or any other physical portion of the Building. Landlord reserves right to require that all agents of contractors/vendors sign in and out of the Building.

21.	Landlord reserves the right to exclude from the Building at all times any person who is not known or does not properly identify himself to Landlord’s management or security personnel.
22.	Landlord may require, at its sole option, all persons entering the Building after 6 PM or before 7 AM, Monday through Friday and at any time on Holidays, Saturdays and Sundays, to register at the time they enter and at the time they leave the Building.
23.	No space within the Building, or in the common areas such as the parking lot, may be used at any time for the purpose of lodging, sleeping, or for any immoral or illegal purposes.
24.	No employees or invitees of tenant shall use the hallways, stairs, lobby, or other common areas of the Building as lounging areas during “breaks” or during lunch periods.
25.	No canvassing, soliciting or peddling is permitted in the Building or its common areas by tenants, their employees, or other persons.
26.	No mats, trash, or other objects shall be placed in the public corridors, hallways, stairs, or other common areas of the Building.
27.	Tenant must place all recyclable items of cans, bottles, plastic and office recyclable paper in appropriate containers provided by Landlord in each tenant’s space. Removal of these recyclable items will be by Landlord’s janitorial personnel.
28.	Landlord does not maintain suite finishes which are non-standard, such as kitchens, bathrooms, wallpaper, special lights, etc. However, should the need arise for repair of items not maintained by Landlord, Landlord at its sole option, may arrange for the work to be done at tenant’s expense.
29.	Drapes installed by tenant, which are visible from the exterior of the Building, must be cleaned by Tenant, at its own expense, at least once a year.
30.	No pictures, signage, advertising, decals, banners, etc. are permitted to be placed in or on windows in such a manner as they are visible from the exterior, without the prior written consent of Landlord.
31.	Tenant or tenant’s employees arc prohibited at any time from eating or drinking in hallways, elevators, rest rooms, lobby or lobby vestibules.
32.	Tenant shall be responsible to Landlord for any acts of vandalism performed in the Building by its employees, agents, invitees or visitors.
33.	No tenant shall permit the visit to its Premises of persons in such numbers or under such conditions as to interfere with the use and enjoyment of the entrances, hallways, elevators, lobby or other public portions or facilities of the Building and exterior common areas by other tenants.
34.	Landlord’s employees shall not perform any work or do anything outside of their regular duties unless under special instructions from Landlord. Requests for such requirements must be submitted in writing to Landlord.
35.	Tenant agrees that neither tenant nor its agents, employees, licensees or invitees will interfere in any manner with the installation and/or maintenance of the heating, air conditioning and ventilation facilities and equipment.

36.	Landlord will not be responsible for lost or stolen personal property, equipment, money or jewelry from tenant’s area or common areas of the Project regardless of whether such loss occurs when area is locked against entry or not unless caused by Landlord’s gross negligence.
37.	Landlord will not permit entrance to tenant’s Premises by use of pass key controlled by Landlord, to any person at any time without written permission of tenant, except employees, contractors or service personnel supervised or employed by Landlord.
38.	Tenant and its agents, employees and invitees shall observe and comply with the driving and parking signs and markers on the Building grounds and surrounding areas.
39.	Tenant and its employees, invitees, agents, etc. shall not enter other separate tenants’ hallways, restrooms or premises unless they have received prior approval from Landlord’s management.
40.	Tenant shall not use or permit the use of any portion of the Premises for outdoor storage.

***********

EXHIBIT “D”

OFFICE CLEANING SPECIFICATIONS

DAILY

Empty Trash and Recycle
Remove Spots/Spills from Carpet
Remove Visible Debris/Litter from Carpet
Spot Clean Desks and Tables
Straighten Chair — Furniture
Turn Off Lights

WEEKLY

Dust Desks and Computer Monitors
Vacuum Carpet
Clean Wastebaskets
Clean Light Fixtures and Vents
Clean Telephones
Clean Walls, Switch Plates and Baseboards
Dust File Cabinets, Partitions and Bookshelves
Clean Chairs
Clean Doors
Clean Tables
Dust Pictures and Surfaces Over 5’
Dust Window Sills, Ledges and Radiators
Spot Clean Side Light Glass

RESTROOM CLEANING SPECIFICIATIONS DAILY

Sinks
Floors
Counters
Trash Receptacle
Toilet/Urinals
Dispensers
Door
Spot Clean Walls
Spot Clean Partitions

WEEKLY

Dust Lights
Dust Surfaces Over 5’
Ceiling Vents
Clean Walls
Clean Partitions

FLOOR CARE SPECIFICATIONS

DAILY

Spot Clean Carpet

WEEKLY

Burnish Polished Surfaces

MONTHLY

Machine Scrub Restroom Floors
Scrub and Recoat Copy Room Floors
Scrub and Recoat Kitchenette Floors

ONCE EVERY FOUR MONTHS

Shampoo Conference Room Carpets

YEARLY

Strip and Refinish all vinyl tile

THESE SPECIFICATIONS ARE SUBJECT TO CHANGE WITHOUT NOTICE.
THE COST FOR ANY CLEANING OVER AND ABOVE THE STANDARD CLEANING
SPECIFICATIONS IS TO BE BORNE BY THE TENANT.

EX-10.2

Exhibit 10.2

REVOLVING CREDIT

AND

SECURITY AGREEMENT

PNC BANK, NATIONAL ASSOCIATION

(AS LENDER AND AS AGENT)

WITH

RESEARCH PHARMACEUTICAL SERVICES, INC.

(BORROWER)

November 1, 2006

Table Of Contents

			Page
I.	DEFINITIONS			1
	1.1.	Accounting Terms		1
	1.2.	General Terms		1
	1.3.	Uniform Commercial Code Terms		20
	1.4.	Certain Matters of Construction		21
II.	ADVANCES, PAYMENTS			22
	2.1.	Revolving Advances		22
	2.2.	Procedure for Revolving Advances Borrowing		22
	2.3.	Disbursement of Advance Proceeds		24
	2.4.	Intentionally Omitted		25
	2.5.	Maximum Advances		25
	2.6.	Repayment of Advances		25
	2.7.	Repayment of Excess Advances		25
	2.8.	Statement of Account		26
	2.9.	Letters of Credit		26
	2.10.	Issuance of Letters of Credit		26
	2.11.	Requirements For Issuance of Letters of Credit		27
	2.12.	Disbursements, Reimbursement		27
	2.13.	Repayment of Participation Advances		28
	2.14.	Documentation		29
	2.15.	Determination to Honor Drawing Request		29
	2.16.	Nature of Participation and Reimbursement Obligations		29
	2.17.	Indemnity		31
	2.18.	Liability for Acts and Omissions		31
	2.19.	Additional Payments		32
	2.20.	Manner of Borrowing and Payment		32
	2.21.	Intentionally Omitted		34
	2.22.	Use of Proceeds		34
	2.23.	Defaulting Lender		34
III.	INTEREST AND FEES			35
	3.1.	Interest		35
	3.2.	Letter of Credit Fees		36
	3.3.	Closing Fee and Facility Fee		36
	3.4.	Collateral Evaluation Fee, Collateral Monitoring Fee and Fee Letter		37
	3.5.	Computation of Interest and Fees		37
	3.6.	Maximum Charges		37
	3.7.	Increased Costs		37
	3.8.	Basis For Determining Interest Rate Inadequate or Unfair		38
	3.9.	Capital Adequacy		39
	3.10.	Gross Up for Taxes		39
	3.11.	Withholding Tax Exemption		40

i

			Page
IV.	COLLATERAL: GENERAL TERMS			40
	4.1.	Security Interest in the Collateral		40
	4.2.	Perfection of Security Interest		41
	4.3.	Disposition of Collateral		41
	4.4.	Preservation of Collateral		41
	4.5.	Ownership of Collateral		42
	4.6.	Defense of Agent’s and Lenders’ Interests		42
	4.7.	Books and Records		43
	4.8.	Financial Disclosure		43
	4.9.	Compliance with Laws		43
	4.10.	Inspection of Premises		43
	4.11.	Insurance		44
	4.12.	Failure to Pay Insurance		44
	4.13.	Payment of Taxes		45
	4.14.	Payment of Leasehold Obligations		45
	4.15.	Receivables		45
	4.16.	Inventory		47
	4.17.	Maintenance of Equipment		47
	4.18.	Exculpation of Liability		48
	4.19.	Environmental Matters		48
	4.20.	Financing Statements		50
V.	REPRESENTATIONS AND WARRANTIES			50
	5.1.	Authority		50
	5.2.	Formation and Qualification		51
	5.3.	Survival of Representations and Warranties		51
	5.4.	Tax Returns		51
	5.5.	Financial Statements		51
	5.6.	Entity Name		51
	5.7.	O.S.H.A. and Environmental Compliance		51
	5.8.	Solvency; No Litigation, Violation, Indebtedness or Default		52
	5.9.	Patents, Trademarks, Copyrights and Licenses		53
	5.10.	Licenses and Permits		54
	5.11.	Default of Indebtedness		54
	5.12.	No Default		54
	5.13.	No Burdensome Restrictions		54
	5.14.	No Labor Disputes		54
	5.15.	Margin Regulations		54
	5.16.	Investment Company Act		54
	5.17.	Disclosure		54
	5.18.	Delivery of Subordinated Loan Documentation		55
	5.19.	Swaps		55
	5.20.	Conflicting Agreements		55
	5.21.	Application of Certain Laws and Regulations		55
	5.22.	Business and Property of Borrower		55
	5.23.	Section 20 Subsidiaries		55
	5.24.	Anti-Terrorism Laws		56

ii

			Page
	5.25.	Trading with the Enemy		56
	5.26.	Federal Securities Laws		56
VI.	AFFIRMATIVE COVENANTS			57
	6.1.	Payment of Fees		57
	6.2.	Conduct of Business and Maintenance of Existence and Assets		57
	6.3.	Violations		57
	6.4.	Government Receivables		57
	6.5.	Fixed Charge Coverage Ratio		57
	6.6.	Execution of Supplemental Instruments		57
	6.7.	Payment of Indebtedness		58
	6.8.	Standards of Financial Statements		58
	6.9.	Federal Securities Laws		58
	6.10.	Matters Relating to Borrower’s Foreign Subsidiaries		58
VII.	NEGATIVE COVENANTS			58
	7.1.	Merger, Consolidation, Acquisition and Sale of Assets		58
	7.2.	Creation of Liens		59
	7.3.	Guarantees		59
	7.4.	Investments		59
	7.5.	Loans		59
	7.6.	Capital Expenditures		60
	7.7.	Dividends		60
	7.8.	Indebtedness		60
	7.9.	Nature of Business		60
	7.10.	Transactions with Affiliates		60
	7.11.	Leases		60
	7.12.	Subsidiaries		60
	7.13.	Fiscal Year and Accounting Changes		61
	7.14.	Pledge of Credit		61
	7.15.	Amendment of Articles of Incorporation, By-Laws		61
	7.16.	Compliance with ERISA		61
	7.17.	Prepayment of Indebtedness		61
	7.18.	Anti-Terrorism Laws		62
	7.19.	Membership/Partnership Interests		62
	7.20.	Trading with the Enemy Act		62
	7.21.	Subordinated Note		62
	7.22.	Other Agreements		62
	7.23.	Limitation on Foreign Subsidiaries		62
	7.24.	Limitation on Negative Pledge		62
	7.25.	Limitation on Transfer of Possession of Subsidiary Stock		63
VIII.	CONDITIONS PRECEDENT			63
	8.1.	Conditions to Initial Advances		63
	8.2.	Conditions to Each Advance		66

iii

			Page
IX.	INFORMATION AS TO BORROWERS			66
	9.1.	Disclosure of Material Matters		66
	9.2.	Schedules		66
	9.3.	Environmental Reports		67
	9.4.	Litigation		67
	9.5.	Material Occurrences		67
	9.6.	Government Receivables		68
	9.7.	Annual Financial Statements		68
	9.8.	Quarterly Financial Statements		68
	9.9.	Monthly Financial Statements		68
	9.10.	Other Reports		68
	9.11.	Additional Information		68
	9.12.	Projected Operating Budget		69
	9.13.	Variances From Operating Budget		69
	9.14.	Notice of Suits, Adverse Events		69
	9.15.	ERISA Notices and Requests		69
	9.16.	Additional Documents		70
X.	EVENTS OF DEFAULT			70
	10.1.	Nonpayment		70
	10.2.	Breach of Representation		70
	10.3.	Financial Information		70
	10.4.	Judicial Actions		70
	10.5.	Noncompliance		70
	10.6.	Judgments		70
	10.7.	Bankruptcy		71
	10.8.	Inability to Pay		71
	10.9.	Subsidiary Bankruptcy		71
	10.10.	Material Adverse Effect		71
	10.11.	Lien Priority		71
	10.12.	Subordinated Loan Default		71
	10.13.	Cross Default		71
	10.14.	Change of Ownership		71
	10.15.	Invalidity		71
	10.16.	Licenses		72
	10.17.	Seizures		72
	10.18.	Operations		72
	10.19.	Pension Plans		72
XI.	LENDERS’ RIGHTS AND REMEDIES AFTER DEFAULT			72
	11.1.	Rights and Remedies		72
	11.2.	Agent’s Discretion		74
	11.3.	Setoff		74
	11.4.	Rights and Remedies not Exclusive		74
	11.5.	Allocation of Payments After Event of Default		74

iv

			Page
XII.	WAIVERS AND JUDICIAL PROCEEDINGS			75
	12.1.	Waiver of Notice		75
	12.2.	Delay		75
	12.3.	Jury Waiver		75
XIII.	EFFECTIVE DATE AND TERMINATION			76
	13.1.	Term		76
	13.2.	Termination		76
XIV.	REGARDING AGENT			77
	14.1.	Appointment		77
	14.2.	Nature of Duties		77
	14.3.	Lack of Reliance on Agent and Resignation		77
	14.4.	Certain Rights of Agent		78
	14.5.	Reliance		78
	14.6.	Notice of Default		78
	14.7.	Indemnification		79
	14.8.	Agent in its Individual Capacity		79
	14.9.	Delivery of Documents		79
	14.10.	Borrower’s Undertaking to Agent		79
	14.11.	No Reliance on Agent’s Customer Identification Program		79
	14.12.	Other Agreements		80
XV.	MISCELLANEOUS			80
	15.1.	Governing Law		80
	15.2.	Entire Understanding		80
	15.3.	Successors and Assigns; Participations; New Lenders		83
	15.4.	Application of Payments		85
	15.5.	Indemnity		85
	15.6.	Notice		85
	15.7.	Survival		87
	15.8.	Severability		87
	15.9.	Expenses		87
	15.10.	Injunctive Relief		88
	15.11.	Damages		88
	15.12.	Captions		88
	15.13.	Counterparts; Facsimile Signatures		88
	15.14.	Construction		88
	15.15.	Confidentiality; Sharing Information		88
	15.16.	Publicity		89
	15.17.	Certifications From Banks and Participants; US PATRIOT Act		89

List of Exhibits and Schedules

Exhibits
Exhibit 1.2	Borrowing Base Certificate
Exhibit 2.1(a)	Revolving Credit Note
Exhibit 8. l(k)	Financial Condition Certificate
Exhibit 15.3	Commitment Transfer Supplement
Schedules
Schedule 1.2	Permitted Encumbrances
Schedule 4.5	Equipment and Inventory Locations
Schedule 15(c)	Location of Executive Offices
Schedule 4.15(h)	Deposit and Investment Accounts
Schedule 4.19	Real Property
Schedule 5.1	Consents
Schedule 5.2(a)	States of Qualification and Good Standing
Schedule 5.2(b)	Subsidiaries
Schedule 5.4	Federal Tax Identification Number
Schedule 5.6	Prior Names
Schedule 5.8(b)	Litigation
Schedule 5.8(d)	Plans
Schedule 5.9	Intellectual Property, Source Code Escrow Agreements
Schedule 5.10	Licenses and Permits
Schedule 5.14	Labor Disputes

1

REVOLVING CREDIT
AND
SECURITY AGREEMENT

     Revolving Credit and Security Agreement dated as of November 1, 2006 among RESEARCH PHARMACEUTICAL SERVICES, INC., a corporation organized under the laws of the Commonwealth of Pennsylvania (“Borrower”), the financial institutions which are now or which hereafter become a party hereto (collectively, the “Lenders” and individually a “Lender”) and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as agent for Lenders (PNC, in such capacity, the “Agent”).

     IN CONSIDERATION of the mutual covenants and undertakings herein contained, Borrower, Lenders and Agent hereby agree as follows:

I. DEFINITIONS.

     1.1. Accounting Terms. As used in this Agreement, the Other Documents or any. certificate, report or other document made or delivered pursuant to this Agreement, accounting terms not defined in Section 1.2 or elsewhere in this Agreement and accounting terms partly defined in Section 1.2 to the extent not defined, shall have the respective meanings given to them under GAAP; provided, however, whenever such accounting terms are used for the purposes of determining compliance with financial covenants in this Agreement, such accounting terms shall be defined in accordance with GAAP as applied in preparation of the audited financial statements of Borrower for the fiscal year ended December 31, 2005.

     1.2. General Terms. For purposes of this Agreement the following terms shall have the following meanings:

     “Accountants” shall have the meaning set forth in Section 9.7 hereof.

     “Advances” shall mean and include the Revolving Advances and Letters of Credit.

     “Affiliate” of any Person shall mean (a) any Person which, directly or indirectly, is in control of, is controlled by, or is under common control with such Person, or (b) any Person who is a director, managing member, general partner or officer (i) of such Person, (ii) of any Subsidiary of such Person or (iii) of any Person described in clause (a) above. For purposes of this definition, control of a Person shall mean the power, direct or indirect, (x) to vote 10% or more of the Equity Interests having ordinary voting power for the election of directors of such Person or other Persons performing similar functions for any such Person, or (y) to direct or cause the direction of the management and policies of such Person whether by ownership of Equity Interests, contract or otherwise.

     “Agent” shall have the meaning set forth in the preamble to this Agreement and shall include its successors and assigns.

     “Agreement” shall mean this Revolving Credit and Security Agreement, as the same may be amended, restated, supplemented or otherwise modified from time to time.

1

     “Alternate Base Rate” shall mean, for any day, a rate per annum equal to the higher of (i) the Base Rate in effect on such day and (ii) the Federal Funds Open Rate in effect on such day plus 1/2 of 1%.

     “Anti-Terrorism Laws” shall mean any Applicable Laws relating to terrorism or money laundering, including Executive Order No. 13224, the USA PATRIOT Act, the Applicable Laws comprising or implementing the Bank Secrecy Act, and the Applicable Laws administered by the United States Treasury Department’s Office of Foreign Asset Control (as any of the foregoing Applicable Laws may from time to time be amended, renewed, extended, or replaced).

     “Applicable Law” shall mean all laws, rules and regulations applicable to the Person, conduct, transaction, covenant, Other Document or contract in question, including all applicable common law and equitable principles; all provisions of all applicable state, federal and foreign constitutions, statutes, rules, regulations and orders of any Governmental Body, and all orders, judgments and decrees of all courts and arbitrators.

     “Applicable Margin” shall mean the percentage per annum set forth below in the column entitled Domestic Rate Loans or Eurodollar Rate Loans, as appropriate, opposite the Fixed Charge Coverage Ratio set forth below as shown on the last Compliance Certificate delivered by Borrower to Agent for any of the first three quarters of Borrower’s fiscal year pursuant to Section 9.8 or with Borrower’s annual audited financial statements as required pursuant to Section 9.7, as the case may be:

		Applicable	Applicable
		Margin for	Percentage for
		Domestic Rate	Eurodollar Rate
Level	Fixed Charge Coverage Ratio	Loans	Loans
I	Less than 1.15 to 1.00	0%	2.75%
II	Greater than or equal to 1.15 to 1.00, but less than 1.30 to 1.00	0%	2.50%
III	Greater than or equal to 1.30 to 1.00, but less than 1.50 to 1.00	0%	2.25%
IV	Greater than or equal to 1.50 to 1.00	0%	2.00%

; provided, however, that (a) adjustments, if any, to such percentage resulting from a change in the Fixed Charge Coverage Ratio shall be effective five (5) Business Days after Agent has received a Compliance Certificate for the first three quarters of the Borrower’s fiscal year in accordance with Section 9.8 or a Compliance Certificate that is delivered with Borrower’s annual audited financial statements in accordance with Section 9.7, as the case may be, (b) in the event that no Compliance Certificate has been delivered in accordance with the Section 9.7 or 9.8, as the case may be, such percentage from such date until such Compliance Certificate is actually delivered shall be that applicable under Level I (c) in the event that the actual Fixed Charge Coverage Ratio for any fiscal period is subsequently determined to be greater than that set forth on the in the Compliance Certificate for such fiscal period, the Applicable Margin shall be

2

recalculated for the applicable period based on such actual Fixed Charge Coverage Ratio and (d) anything in this definition to the contrary notwithstanding, until receipt by Agent of the annual audited financial statements required by subsection 9.7 for the fiscal year ending December 31, 2007 together with the accompanying Compliance Certificate, the Applicable Margin for Eurodollar Rate Loans shall be two and one-half percent (2.5%). Any additional interest resulting from the operation of clause (c) above, shall be due and payable to Lenders with five (5) after receipt of written demand therefor from Agent.

     “Authority” shall have the meaning set forth in Section 4.19(d).

     “Base Rate” shall mean the base commercial lending rate of PNC as publicly announced to be in effect from time to time, such rate to be adjusted automatically, without notice, on the effective date of any change in such rate. This rate of interest is determined from time to time by PNC as a means of pricing some loans to its customers and is neither tied to any external rate of interest or index nor does it necessarily reflect the lowest rate of interest actually charged by PNC to any particular class or category of customers of PNC.

     “Blocked Accounts” shall have the meaning set forth in Section 4.15(h).

     “Blocked Account Bank” shall have the meaning set forth in Section 4.15(h).

     “Blocked Person” shall have the meaning set forth in Section 5.24(b) hereof.

     “Borrower” shall have the meaning set forth in the preamble to this Agreement and shall extend to all permitted successors and assigns of such Person.

     “Borrower’s Account” shall have the meaning set forth in Section 2.8.

     “Borrowing Base Certificate” shall mean a certificate in substantially the form of Exhibit 1.2 duly executed by the President, Chief Financial Officer or Controller of the Borrower and delivered to the Agent, appropriately completed, by which such officer shall certify to Agent the Formula Amount and calculation thereof as of the date of such certificate.

     “Business Day” shall mean any day other than Saturday or Sunday or a legal holiday on which commercial banks are authorized or required by law to be closed for business in East Brunswick, New Jersey and, if the applicable Business Day relates to any Eurodollar Rate Loans, such day must also be a day on which dealings are carried on in the London interbank market.

     “Capital Expenditures” shall mean expenditures made or liabilities incurred for the acquisition of any fixed assets or improvements, replacements, substitutions or additions thereto which have a useful life of more than one year, including the total principal portion of Capitalized Lease Obligations, which, in accordance with GAAP, would be classified as capital expenditures.

     “Capitalized Lease Obligation” shall mean any Indebtedness of Borrower represented by obligations under a lease that is required to be capitalized for financial reporting purposes in accordance with GAAP.

3

     “CERCLA” shall mean the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. §§9601 et seq.

     “Change of Control” shall mean the occurrence of any event (whether in one or more transactions) which results in a transfer of control of Borrower to a Person who is not an Original Owner or controlling, under the control of or under common control with an Original Owner. For purposes of this definition, “control” shall mean the power, direct or indirect (x) to vote 51% or more of the Equity Interests having ordinary voting power for the election of directors (or the individuals performing similar functions) of Borrower or (y) to direct or cause the direction of the management and policies of Borrower by contract or otherwise.

     “Charges” shall mean all taxes, charges, fees, imposts, levies or other assessments, including all net income, gross income, gross receipts, sales, use, ad valorem, value added, transfer, franchise, profits, inventory, capital stock, license, withholding, payroll, employment, social security, unemployment, excise, severance, stamp, occupation and property taxes, custom duties, fees, assessments, liens, claims and charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts, imposed by any taxing or other authority, domestic or foreign (including the Pension Benefit Guaranty Corporation or any environmental agency or superfund), upon the Collateral, Borrower or any of its Affiliates.

     “Closing Date” shall mean November 1, 2006 or such other date as may be agreed to by the parties hereto.

     “Code” shall mean the Internal Revenue Code of 1986, as the same may be amended or supplemented from time to time, and any successor statute of similar import, and the rules and regulations thereunder, as from time to time in effect.

     “Collateral” shall mean and include:

          (a) all Receivables;

          (b) all Equipment;

          (c) all General Intangibles;

          (d) all Inventory;

          (e) all Investment Property;

          (f) all Subsidiary Stock;

          (g) the Leasehold Interests;

          (h) all of Borrower’s right, title and interest in and to, whether now owned or hereafter acquired and wherever located, (i) its respective goods and other property including, but not limited to, all merchandise returned or rejected by Customers, relating to or securing any of the Receivables; (ii) all of Borrower’s rights as a consignor, a consignee, an unpaid vendor, mechanic, artisan, or other lienor, including stoppage in transit, setoff, detinue, replevin,

4

reclamation and repurchase; (iii) all additional amounts due to Borrower from any Customer relating to the Receivables; (iv) other property, including warranty claims, relating to any goods securing the Obligations; (v) all of Borrower’s contract rights, rights of payment which have been earned under a contract right, instruments (including promissory notes), documents, chattel paper (including electronic chattel paper), warehouse receipts, deposit accounts, letters of credit and money; (vi) all commercial tort claims (whether now existing or hereafter arising); (vii) if and when obtained by Borrower, all real and personal property of third parties in which Borrower has been granted a lien or security interest as security for the payment or enforcement of Receivables; (viii) all letter of credit rights (whether or not the respective letter of credit is evidenced by a writing); (ix) all supporting obligations; and (x) any other goods, personal property or real property now owned or hereafter acquired in which Borrower has expressly granted a security interest or may in the future grant a security interest to Agent hereunder, or in any amendment or supplement hereto or thereto, or under any other agreement between Agent and Borrower;

          (i) all of Borrower’s ledger sheets, ledger cards, files, correspondence, records, books of account, business papers, computers, computer software (owned by Borrower or in which it has an interest), computer programs, tapes, disks and documents relating to (a), (b), (c), (d), (e), (f), (g), (h) or (i) of this Paragraph; and

          (j) all proceeds and products of (a), (b), (c), (d), (e), (f), (g), (h), (i) and (j) in whatever form, including, but not limited to: cash, deposit accounts (whether or not comprised solely of proceeds), certificates of deposit, insurance proceeds (including hazard, flood and credit insurance), negotiable instruments and other instruments for the payment of money, chattel paper, security agreements, documents, eminent domain proceeds, condemnation proceeds and tort claim proceeds;

; provided, however, this definition of Collateral shall specifically exclude any and all funds to a “project investigator”, escrow or other funds which Borrower may hold from time to time in a fiduciary capacity on behalf of one or more of its Customers, with such funds tendered by Customers to Borrower with the intention that Borrower make and/or process payments on behalf of such Customers to third parties.

     “Commitment Percentage” of any Lender shall mean the percentage set forth below such Lender’s name on the signature page hereof as same may be adjusted upon any assignment by a Lender pursuant to Section 15.3(c) or (d) hereof.

     “Commitment Transfer Supplement” shall mean a document in the form of Exhibit 15.3 hereto, properly completed and otherwise in form and substance satisfactory to Agent by which the Purchasing Lender purchases and assumes a portion of the obligation of Lenders to make Advances under this Agreement.

     “Compliance Certificate” shall mean a compliance certificate to be signed by the Chief Financial Officer or Controller of Borrower, which shall state that, based on an examination sufficient to permit such officer to make an informed statement, no Default or Event of Default exists, or if such is not the case, specifying such Default or Event of Default, its nature, when it occurred, whether it is continuing and the steps being taken by Borrower with respect to such

5

default and, such certificate shall have appended thereto calculations which set forth Borrower’s compliance with the requirements or restrictions imposed by Sections 6.5, 7.4, 7.5, 7.6, 7.7, 7.8 and 7.11.

     “Consents” shall mean all filings and all licenses, permits, consents, approvals, authorizations, qualifications and orders of Governmental Bodies and other third parties, domestic or foreign, necessary to carry on Borrower’s business or necessary (including to avoid a conflict or breach under any agreement, instrument, other document, license, permit or other authorization) for the execution, delivery or performance of this Agreement, the Other Documents or the Subordinated Loan Documentation including any Consents required under all applicable federal, state or other Applicable Law.

     “Consigned Inventory” shall mean Inventory of Borrower that is in the possession of another Person on a consignment, sale or return, or other basis that does not constitute a final sale and acceptance of such Inventory.

     “Controlled Group” shall mean, at any time, the Borrower and all members of a controlled group of corporations and all trades or businesses (whether or not incorporated) under common control and all other entities which, together with Borrower, are treated as a single employer under Section 414 of the Code.

     “Customer” shall mean and include the account debtor with respect to any Receivable and/or the prospective purchaser of goods, services or both with respect to any contract or contract right, and/or any party who enters into or proposes to enter into any contract or other arrangement with Borrower, pursuant to which Borrower is to deliver any personal property or perform any services.

     “Default” shall mean an event, circumstance or condition which, with the giving of notice or passage of time or both, would constitute an Event of Default.

     “Default Rate” shall have the meaning set forth in Section 3.1 hereof.

     “Defaulting Lender” shall have the meaning set forth in Section 2.23(a) hereof.

     “Dilution Rate” shall mean, as determined pursuant to the most recently completed field examination of Borrower conducted by Agent, the average of the ratio of (a) the amount of credits issued to or deductions taken by Customers on account of Borrower’s Receivables (exclusive of (i) credits for cash payments made on account of such Receivables and (ii) amounts subsequently “re-billed” to Customers in connection with one or more such credits to the extent such “re-billing” occurs within 30 days following the date of the issuance of the original invoice for such Receivable) to (b) the amount of Borrower’s gross sales (expressed as a percentage), in each case during the Dilution Rate Test Period.

     “Dilution Rate Increase” shall mean, at any time, the amount by which the Dilution Rate exceeds the Dilution Threshold Rate.

     “Dilution Rate Test Period” shall mean the twelve consecutive month period or such other period Agent may deem relevant in its reasonable credit judgment ending on the last day of

6

the month immediately preceding the most recently completed field examination of Borrower conducted by Agent.

     “Dilution Threshold Rate” shall mean five percent (5%).

     “Depository Accounts” shall have the meaning set forth in Section 4.15(h) hereof.

     “Dollar” and the sign “$” shall mean lawful money of the United States of America;

     “Domestic Rate Loan” shall mean any Advance that bears interest based upon the Alternate Base Rate.

     “Domestic Subsidiary” shall mean any Subsidiary other than a Foreign Subsidiary.

     “Drawing Date” shall have the meaning set forth in Section 2.12(b) hereof.

     “Early Termination Date” shall have the meaning set forth in Section 13.1 hereof.

     “Earnings Before Interest and Taxes” shall mean for any period the sum of (i) net income (or loss) for such period (excluding extraordinary gains and losses and non-cash compensation charges), plus (ii) all interest expense for such period, plus (iii) all charges against income for such period for federal, state and local taxes actually paid.

     “EBITDA” shall mean for any period the sum of (i) Earnings Before Interest and Taxes for such period plus (ii) depreciation expenses for such period, plus (iii) amortization expenses for such period.

     “Eligible Receivables” shall mean and include with respect to Borrower, each Receivable of Borrower arising in the Ordinary Course of Business; provided, that, a Receivable shall not be deemed an Eligible Receivable unless such Receivable is subject to Agent’s first priority perfected security interest and no other Lien (other than Permitted Encumbrances), and is evidenced by an invoice or other documentary evidence satisfactory to Agent and provided further that no Receivable shall be an Eligible Receivable if:

          (a) it arises out of a sale made by Borrower to an Affiliate of Borrower or to a Person controlled by an Affiliate of Borrower;

          (b) it is due or unpaid more than ninety (90) days after the original invoice date;

          (c) to the extent such Receivable has accrued but not yet been invoiced, it has not been (i) documented to the satisfaction of Agent in its sole reasonable discretion in the monthly accrued unbilled accounts receivable report in accordance with subsection 9.2(b) hereof and (ii) invoiced within forty-five days after being generated;

          (d) fifty percent (50%) or more of the Receivables from such Customer are not deemed Eligible Receivables hereunder;

7

          (e) any covenant, representation or warranty contained in this Agreement with respect to such Receivable has been breached;

          (f) the Customer shall (i) apply for, suffer, or consent to the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of itself or of all or a substantial part of its property or call a meeting of its creditors, (ii) admit in writing its inability, or be generally unable, to pay its debts as they become due or cease operations of its present business, (iii) make a general assignment for the benefit of creditors, (iv) commence a voluntary case under any state or federal bankruptcy laws (as now or hereafter in effect), (v) be adjudicated a bankrupt or insolvent, (vi) file a petition seeking to take advantage of any other law providing for the relief of debtors, (vii) acquiesce to, or fail to have dismissed, any petition which is filed against it in any involuntary case under such bankruptcy laws, or (viii) take any action for the purpose of effecting any of the foregoing;

          (g) the sale is to a Customer outside the continental United States of America, unless the sale is on letter of credit, guaranty or acceptance terms, in each case acceptable to Agent in its sole reasonable discretion;

          (h) the sale to the Customer is on a bill-and-hold, guaranteed sale, sale-and-return, sale on approval, consignment or any other repurchase or return basis or is evidenced by chattel paper;

          (i) the Customer is the United States of America, any state or any department, agency or instrumentality of any of them, unless Borrower assigns its right to payment of such Receivable to Agent pursuant to the Assignment of Claims Act of 1940, as amended (31 U.S.C. Sub-Section 3727 et seq. and 41 U.S.C. Sub-Section 15 et seq.) or has otherwise complied with other applicable statutes or ordinances;

          (j) the goods giving rise to such Receivable have not been delivered to and accepted by the Customer or the services giving rise to such Receivable have not been performed by Borrower and accepted by the Customer or the Receivable otherwise does not represent a final sale; provided, however, such Receivable shall not be deemed an ineligible Receivable solely because the contract giving rise to such Receivable has not been completed so long as such Receivable has been earned in accordance with such contract and is due and payable by the Customer;

          (k) after giving effect to such Receivable, or any portion thereof, the aggregate amount of all Receivables of the Customer and its Affiliates exceeds 35% of all of Borrower’s Receivables, provided that only the portion of such Receivable that would result in the aggregate amount of all such Receivables exceeding such 35% threshold shall be ineligible pursuant to this clause (k);

          (1) the Receivable is subject to any offset, deduction, defense, dispute, or counterclaim, the Customer is also a creditor or supplier of Borrower or the Receivable is contingent in any respect or for any reason;

          (m) Borrower has made any agreement with any Customer for any deduction therefrom (but only to the extent of such deduction), except for discounts or allowances made in

8

the Ordinary Course of Business for prompt payment, all of which discounts or allowances are reflected in the calculation of the face value of each respective invoice related thereto;

          (n) any return, rejection or repossession of the merchandise has occurred or the rendition of services has been disputed;

          (o) such Receivable is not payable to Borrower; or

          (p) Agent has determined that the creditworthiness of the Customer is uncertain based upon unsatisfactory past experiences of Borrower or Agent with such Customer or unsatisfactory reputation of such Customer or because Agent otherwise makes a determination that the collateral value of the Receivable to Agent is impaired or that Agent’s ability to realize such value is insecure.

Notwithstanding anything to the contrary in this definition, the classification of all or a portion of any Receivable which is otherwise an Eligible Receivable as a deferred revenue liability for accounting purposes on the books of Borrower shall not result in such Receivable or portion thereof being deemed other than an Eligible Receivable.

     “Environmental Complaint” shall have the meaning set forth in Section 4.19(d) hereof.

     “Environmental Laws” shall mean all federal, state and local environmental, land use, zoning, health, chemical use, safety and sanitation laws, statutes, ordinances and codes relating to the protection of the environment and/or governing the use, storage, treatment, generation, transportation, processing, handling, production or disposal of Hazardous Substances and the rules, regulations, policies, guidelines, interpretations, decisions, orders and directives of federal, state and local governmental agencies and authorities with respect thereto.

     “Equipment” shall mean and include all of Borrower’s goods (other than Inventory) whether now owned or hereafter acquired and wherever located including all equipment, machinery, apparatus, motor vehicles, fittings, furniture, furnishings, fixtures, parts, accessories and all replacements and substitutions therefor or accessions thereto.

     “Equity Interests” of any Person shall mean any and all shares, rights to purchase, options, warrants, general, limited or limited liability partnership interests, member interests, participation or other equivalents of or interest in (regardless of how designated) equity of such Person, whether voting or nonvoting, including common stock, preferred stock, convertible securities or any other “equity security” (as such term is defined in Rule 3al1-1 of the General Rules and Regulations promulgated by the SEC under the Exchange Act).

     “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time and the rules and regulations promulgated thereunder.

     “Eurodollar Rate” shall mean for any Eurodollar Rate Loan for the then current Interest Period relating thereto the interest rate per annum determined by Agent by dividing (the resulting quotient rounded upwards, if necessary, to the nearest 1/100th of 1% per annum) (i) the rate of interest determined by Agent in accordance with its usual procedures (which determination shall be conclusive absent manifest error) to be the average of the London interbank offered rates for

9

U.S. Dollars quoted by the British Bankers’ Association as set forth on Moneyline Telerate (or appropriate successor or, if British Banker’s Association or its successor ceases to provide such quotes, a comparable replacement determined by Agent) display page 3750 (or such other display page on the Moneyline Telerate system as may replace display page 3750) two (2) Business Days prior to the first day of such Interest Period for an amount comparable to such Eurodollar Rate Loan and having a borrowing date and a maturity comparable to such Interest Period by (ii) a number equal to 1.00 minus the Reserve Percentage. The Eurodollar Rate may also be expressed by the following formula:

Average of London interbank offered rates quoted by BBA as shown on
Eurodollar Rate =Moneyline Telerate Service display page 3750 or appropriate successor
1.00 - Reserve Percentage.

     The Eurodollar Rate shall be adjusted with respect to any Eurodollar Rate Loan that is outstanding on the effective date of any change in the Reserve Percentage as of such effective date. The Agent shall give prompt notice to the Borrower of the Eurodollar Rate as determined or adjusted in accordance herewith, which determination shall be conclusive absent manifest error.

     “Eurodollar Rate Loan” shall mean an Advance at any time that bears interest based on the Eurodollar Rate.

     “Event of Default” shall have the meaning set forth in Article X hereof.

     “Exchange Act” shall have the mean the Securities Exchange Act of 1934, as amended.

     “Existing Credit Facility” shall mean that certain Letter Agreement between the Borrower and PNC Bank, National Association dated as of April 30, 2004, as heretofore amended.

     “Executive Order No. 13224” shall mean the Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001, as the same has been, or shall hereafter be, renewed, extended, amended or replaced.

     “Federal Funds Effective Rate” for any day shall mean the rate per annum (based on a year of 360 days and actual days elapsed and rounded upward to the nearest 1/100 of 1%) announced by the Federal Reserve Bank of New York (or any successor) on such day as being the weighted average of the rates on overnight federal funds transactions arranged by federal funds brokers on the previous trading day, as computed and announced by such Federal Reserve Bank (or any successor) in substantially the same manner as such Federal Reserve Bank computes and announces the weighted average it refers to as the “Federal Funds Effective Rate” as of the date of this Agreement; provided, if such Federal Reserve Bank (or its successor) does not announce such rate on any day, the “Federal Funds Effective Rate” for such day shall be the Federal Funds Effective Rate for the last day on which such rate was announced.

     “Federal Funds Open Rate” shall mean the rate per annum determined by the Agent in accordance with its usual procedures (which determination shall be conclusive absent manifest error) to be the “open” rate for federal funds transactions as of the opening of business for

10

federal funds transactions among members of the Federal Reserve System arranged by federal funds brokers on such day, as quoted by Garvin Guybutler Corporation, any successor entity thereto, or any other broker selected by the Agent, as set forth on the applicable Telerate display page; provided, however; that if such day is not a Business Day, the Federal Funds Open Rate for such day shall be the “open” rate on the immediately preceding Business Day, or if no such rate shall be quoted by a Federal funds broker at such time, such other rate as determined by the Agent in accordance with its usual procedures.

     “Fee Letter” shall mean the fee letter dated September 11, 2006 between Borrower and PNC.

     “Fixed Charge Coverage Ratio” shall mean and include, with respect to any fiscal period, the ratio of (a) EBITDA, minus Unfunded Capitalized Expenditures made during such period minus cash taxes paid during such period, minus cash dividends and distributions paid during such period to (b) all Senior Debt Payments, plus all Subordinated Debt Payments made during such period, in each case determined for Borrower and its Subsidiaries on a consolidated basis.

     “Foreign Subsidiary” of any Person, shall mean any Subsidiary of such Person that is not organized or incorporated in the United States or any State or territory thereof.

     “Formula Amount” shall have the meaning set forth in Section 2.1(a).

     “GAAP” shall mean generally accepted accounting principles in the United States of America in effect from time to time.

     “General Intangibles” shall mean and include all of Borrower’s general intangibles, whether now owned or hereafter acquired, including all payment intangibles, all choses in action, causes of action, corporate or other business records, inventions, designs, patents, patent applications, equipment formulations, manufacturing procedures, quality control procedures, trademarks, trademark applications, service marks, trade secrets, goodwill, copyrights, design rights, software, computer information, source codes, codes, records and updates, registrations, licenses, franchises, customer lists, tax refunds, tax refund claims, computer programs, all claims under guaranties, security interests or other security held by or granted to Borrower to secure payment of any of the Receivables by a Customer (other than to the extent covered by Receivables) all rights of indemnification and all other intangible property of every kind and nature (other than Receivables).

     “Governmental Acts” shall have the meaning set forth in Section 2.17.

     “Governmental Body” shall mean any nation or government, any state or other political subdivision thereof or any entity, authority, agency, division or department exercising the legislative, judicial, regulatory or administrative functions of or pertaining to a government.

     “Hazardous Discharge” shall have the meaning set forth in Section 4.19(d) hereof.

     “Hazardous Substance” shall mean, without limitation, any flammable explosives, radon, radioactive materials, asbestos, urea formaldehyde foam insulation, polychlorinated biphenyls, petroleum and petroleum products, methane, hazardous materials, Hazardous Wastes, hazardous

11

or Toxic Substances or related materials as defined in CERCLA, the Hazardous Materials Transportation Act, as amended (49 U.S.C. Sections 1801, et seq.) and RCRA.

     “Hazardous Wastes” shall mean all waste materials subject to regulation under CERCLA, RCRA or applicable state law, and any other applicable Federal and state laws now in force or hereafter enacted relating to hazardous waste disposal.

     “Hedge Liabilities” shall have the meaning provided in the definition of “Lender-Provided Interest Rate Hedge”.

     “Indebtedness” of a Person at a particular date shall mean all obligations of such Person which in accordance with GAAP would be classified upon a balance sheet as liabilities (except capital stock and surplus earned or otherwise) and in any event, without limitation by reason of enumeration, shall include all indebtedness, debt and other similar monetary obligations of such Person whether direct or guaranteed, and all premiums, if any, due at the required prepayment dates of such indebtedness, and all indebtedness secured by a Lien on assets owned by such Person, whether or not such indebtedness actually shall have been created, assumed or incurred by such Person. Any indebtedness, of such Person resulting from the acquisition by such Person of any assets subject to any Lien shall be deemed, for the purposes hereof, to be the equivalent of the creation, assumption and incurring of the indebtedness secured thereby, whether or not actually so created, assumed or incurred.

     “Ineligible Security” shall mean any security which may not be underwritten or dealt in by member banks of the Federal Reserve System under Section 16 of the Banking Act of 1933 (12 U.S.C. Section 24, Seventh), as amended.

     “Intellectual Property” shall mean property constituting under any Applicable Law a patent, patent application, copyright, trademark, service mark, trade name, mask work, trade secret or license or other right to use any of the foregoing.

     “Intellectual Property Claim” shall mean the assertion by any Person of a claim (whether asserted in writing, by action, suit or proceeding or otherwise) that Borrower’s ownership, use, marketing, sale or distribution of any Inventory, Equipment, Intellectual Property or other property or asset is violative of any ownership of or right to use any Intellectual Property of such Person.

     “Interest Period” shall mean the period provided for any Eurodollar Rate Loan pursuant to Section 2.2(b).

     “Interest Rate Hedge” shall mean an interest rate exchange, collar, cap, swap, adjustable strike cap, adjustable strike corridor or similar agreements entered into by the Borrower or its Subsidiaries in order to provide protection to, or minimize the impact upon, the Borrower, any Guarantor and/or their respective Subsidiaries of increasing floating rates of interest applicable to Indebtedness.

     “Inventory” shall mean and include all of Borrower’s now owned or hereafter acquired goods, merchandise and other personal property, wherever located, to be furnished under any consignment arrangement, contract of service or held for sale or lease, all raw materials, work in

12

process, finished goods and materials and supplies of any kind, nature or description which are or might be used or consumed in Borrower’s business or used in selling or furnishing such goods, merchandise and other personal property, and all documents of title or other documents representing them.

     “Investment Property” shall mean and include all of Borrower’s now owned or hereafter acquired securities (whether certificated or uncertificated), securities entitlements, securities accounts, commodities contracts and commodities accounts.

     “Issuer” shall mean any Person who issues a Letter of Credit and/or accepts a draft pursuant to the terms hereof.

     “Leasehold Interests” shall mean all of Borrower’s right, title and interest in and to the premises located at 610 West Germantown Pike, Plymouth Meeting, PA 19462.

     “Lender” and “Lenders” shall have the meaning ascribed to such term in the preamble to this Agreement and shall include each Person which becomes a transferee, successor or assign of any Lender.

     “Lender-Provided Interest Rate Hedge” shall mean an Interest Rate Hedge which is provided by any Lender and with respect to which the Agent confirms meets the following requirements: such Interest Rate Hedge (i) is documented in a standard International Swap Dealer Association Agreement, (ii) provides for the method of calculating the reimbursable amount of the provider’s credit exposure in a reasonable and customary manner, and (iii) is entered into for hedging (rather than speculative) purposes. The liabilities of the Borrower to the provider of any Lender-Provided Interest Rate Hedge (the “Hedge Liabilities”) shall be “Obligations” hereunder, and otherwise treated as Obligations for purposes of each of the Other Documents. The Liens securing the Hedge Liabilities shall be pari passu with the Liens securing all other Obligations under this Agreement and the Other Documents.

     “Letter of Credit Fees” shall have the meaning set forth in Section 3.2.

     “Letter of Credit Borrowing” shall have the meaning set forth in Section 2.12(d).

     “Letter of Credit Sublimit” shall mean $3,000,000.

     “Letters of Credit” shall have the meaning set forth in Section 2.9.

     “License Agreement” shall mean any agreement between Borrower and a Licensor pursuant to which Borrower is authorized to use any Intellectual Property in connection with the manufacturing, marketing, sale or other distribution of any Inventory of Borrower or otherwise in connection with Borrower’s business operations.

     “Licensor” shall mean any Person from whom Borrower obtains the right to use (whether on an exclusive or non-exclusive basis) any Intellectual Property in connection with Borrower’s manufacture, marketing, sale or other distribution of any Inventory or otherwise in connection with Borrower’s business operations.

13

     “Lien” shall mean any mortgage, deed of trust, pledge, hypothecation, assignment, security interest, lien (whether statutory or otherwise), Charge, claim or encumbrance, or preference, priority or other security agreement or preferential arrangement held or asserted in respect of any asset of any kind or nature whatsoever including any conditional sale or other title retention agreement, any lease having substantially the same economic effect as any of the foregoing, and the filing of, or agreement to give, any financing statement under the Uniform Commercial Code or comparable law of any jurisdiction.

     “Lien Waiver Agreement” shall mean an agreement which is executed in favor of Agent by a Person who owns or occupies premises at which any Collateral may be located from time to time and by which such Person shall waive any Lien that such Person may ever have with respect to any of the Collateral and shall authorize Agent from time to time to enter upon the premises to inspect or remove the Collateral from such premises or to use such premises to store or dispose of such Inventory.

     “Material Adverse Effect” shall mean a material adverse effect on (a) the condition (financial or otherwise), results of operations, assets, business and properties of Borrower taken as a whole, (b) Borrower’s ability to duly and punctually pay or perform the Obligations in accordance with the terms thereof, (c) the value of the Collateral, or Agent’s Liens on the Collateral or the priority of any such Lien or (d) the practical realization of the benefits of Agent’s and each Lender’s rights and remedies under this Agreement and the Other Documents.

     “Maximum Face Amount” shall mean, with respect to any outstanding Letter of Credit, the face amount of such Letter of Credit including all automatic increases provided for in such Letter of Credit, whether or not any such automatic increase has become effective.

     “Maximum Revolving Advance Amount” shall mean $15,000,000.

     “Maximum Undrawn Amount” shall mean with respect to any outstanding Letter of Credit, the amount of such Letter of Credit that is or may become available to be drawn, including all automatic increases provided for in such Letter of Credit, whether or not any such automatic increase has become effective.

     “Modified Commitment Transfer Supplement” shall have the meaning set forth in Section 15.3(d).

     “Multiemployer Plan” shall mean a “multiemployer plan” as defined in Sections 3(37) and 4001(a)(3)of ERISA.

     “Multiple Employer Plan” shall mean a Plan which has two or more contributing sponsors (including the Borrower or any member of the Controlled Group) at least two of whom are not under common control, as such a plan is described in Section 4064 of ERISA.

     “Note” shall mean the Revolving Credit Note.

     “Obligations” shall mean and include any and all loans, advances, debts, liabilities, obligations, covenants and duties owing by the Borrower to Lenders or Agent or to any other direct or indirect subsidiary or affiliate of Agent or any Lender of any kind or nature, present or

14

future (including any interest or other amounts accruing thereon after maturity, or after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding relating to the Borrower, whether or not a claim for post-filing or post-petition interest or other amounts is allowed in such proceeding), whether or not evidenced by any note, guaranty or other instrument, whether arising under any agreement, instrument or document, (including this Agreement and the Other Documents) whether or not for the payment of money, whether arising by reason of an extension of credit, opening of a letter of credit, loan, equipment lease or guarantee, under any interest or currency swap, future, option or other similar agreement, or in any other manner, whether arising out of overdrafts or deposit or other accounts or electronic funds transfers (whether through automated clearing houses or otherwise) or out of the Agent’s or any Lenders non-receipt of or inability to collect funds or otherwise not being made whole in connection with depository transfer check or other similar arrangements, whether direct or indirect (including those acquired by assignment or participation), absolute or contingent, joint or several, due or to become due, now existing or hereafter arising, contractual or tortious, liquidated or unliquidated, regardless of how such indebtedness or liabilities arise or by what agreement or instrument they may be evidenced or whether evidenced by any agreement or instrument, including, but not limited to, any and all of Borrower’s Indebtedness and/or liabilities under this Agreement, the Other Documents or under any other agreement between Agent or Lenders and Borrower and any amendments, extensions, renewals or increases and all costs and expenses of Agent and any Lender incurred in the documentation, negotiation, modification, enforcement, collection or otherwise in connection with any of the foregoing, including but not limited to reasonable attorneys’ fees and expenses and all obligations of Borrower to Agent or Lenders to perform acts or refrain from taking any action.

     “Ordinary Course of Business” shall mean the ordinary course of Borrower’s business as conducted on the Closing Date.

     “Original Owners” shall mean the Argentum Group, First Analysis Corporation and Daniel Perlman.

     “Other Documents” shall mean the Note, the Questionnaire, the Fee Letter, any Lender-Provided Interest Rate Hedge and any and all other agreements, instruments and documents, including guaranties, pledges, powers of attorney, consents, interest or currency swap agreements or other similar agreements and all other writings heretofore, now or hereafter executed by Borrower or any Guarantor and/or delivered to Agent or any Lender in respect of the transactions contemplated by this Agreement.

     “Out-of-Formula Loans” shall have the meaning set forth in Section 15.2(b).

     “Parent” of any Person shall mean a corporation or other entity owning, directly or indirectly at least 50% of the shares of stock or other ownership interests having ordinary voting power to elect a majority of the directors of the Person, or other Persons performing similar functions for any such Person.

     “Participant” shall mean each Person who shall be granted the right by any Lender to participate in any of the Advances and who shall have entered into a participation agreement in form and substance satisfactory to such Lender.

15

     “Participation Advance” shall have the meaning set forth in Section 2.12(d).

     “Participation Commitment” shall mean each Lender’s obligation to buy a participation of the Letters of Credit issued hereunder.

     “Payment Office” shall mean initially Two Tower Center Boulevard, East Brunswick, New Jersey 08816; thereafter, such other office of Agent, if any, which it may designate by notice to Borrower and to each Lender to be the Payment Office.

     “PBGC” shall mean the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA or any successor.

     “Pension Benefit Plan” shall mean at any time any employee pension benefit plan (including a Multiple Employer Plan, but not a Multiemployer Plan) which is covered by Title IV of ERISA or is subject to the minimum funding standards under Section 412 of the Code and either (i) is maintained by any member of the Controlled Group for employees of any member of the Controlled Group; or (ii) has at any time within the preceding five years been maintained by any entity which was at such time a member of the Controlled Group for employees of any entity, which was at such time a member of the Controlled Group.

     “Permitted Encumbrances” shall mean (a) Liens in favor of Agent for the benefit of Agent and Lenders; (b) Liens for taxes, assessments or other governmental charges not delinquent or being contested in good faith and by appropriate proceedings and with respect to which proper reserves have been taken by Borrower; provided, that, the Lien shall have no effect on the priority of the Liens in favor of Agent or the value of the assets in which Agent has such a Lien and a stay of enforcement of any such Lien shall be in effect; (c) Liens disclosed in the financial statements referred to in Section 5.5, the existence of which Agent has consented to in writing; (d) deposits or pledges to secure obligations under worker’s compensation, social security or similar laws, or under unemployment insurance; (e) deposits or pledges to secure bids, tenders, contracts (other than contracts for the payment of money), leases, statutory obligations, surety and appeal bonds and other obligations of like nature arising in the Ordinary Course of Business; (f) Liens arising by virtue of the rendition, entry or issuance against Borrower or any Subsidiary, or any property of Borrower or any Subsidiary, of any judgment, writ, order, or decree for so long as each such Lien (a) is in existence for less than 30 consecutive days after it first arises or is being Properly Contested and (b) is at all times junior in priority to any Liens in favor of Agent; (g) mechanics’, workers’, materialmen’s or other like Liens arising in the Ordinary Course of Business with respect to obligations which are not due or which are being contested in good faith by Borrower; (h) Liens placed upon fixed assets hereafter acquired to secure a portion of the purchase price thereof, provided that (x) any such lien shall not encumber any other property of Borrower and (y) the aggregate amount of Indebtedness secured by such Liens incurred as a result of such purchases during any fiscal year shall not exceed the amount provided for in Section 7.6; and (i) Liens disclosed on Schedule 1.2.

     “Person” shall mean any individual, sole proprietorship, partnership, corporation, business trust, joint stock company, trust, unincorporated organization, association, limited liability company, limited liability partnership, institution, public benefit corporation, joint

16

venture, entity or Governmental Body (whether federal, state, county, city, municipal or otherwise, including any instrumentality, division, agency, body or department thereof).

     “Plan” shall mean any employee benefit plan within the meaning of Section 3(3) of ERISA (including a Pension Benefit Plan), maintained for employees of Borrower or any member of the Controlled Group or any such Plan to which Borrower or any member of the Controlled Group is required to contribute on behalf of any of its employees.

     “PNC” shall have the meaning set forth in the preamble to this Agreement and shall extend to all of its successors and assigns.

     “Properly Contested” shall mean, in the case of any Indebtedness of any Person (including any taxes) that is not paid as and when due or payable by reason of such Person’s bona fide dispute concerning its liability to pay same or concerning the amount thereof, (i) such Indebtedness is being properly contested in good faith by appropriate proceedings promptly instituted and diligently conducted; (ii) such Person has established appropriate reserves as shall be required in conformity with GAAP; (iii) the non-payment of such Indebtedness will not have a Material Adverse Effect and will not result in the forfeiture of any assets of such Person; (iv) no Lien is imposed upon any of such Person’s assets with respect to such Indebtedness unless such Lien is at all times junior and subordinate in priority to the Liens in favor of the Agent (except only with respect to property taxes that have priority as a matter of applicable state law) and enforcement of such Lien is stayed during the period prior to the final resolution or disposition of such dispute; (v) if such Indebtedness results from, or is determined by the entry, rendition or issuance against a Person or any of its assets of a judgment, writ, order or decree, enforcement of such judgment, writ, order or decree is stayed pending a timely appeal or other judicial review; and (vi) if such contest is abandoned, settled or determined adversely (in whole or in part) to such Person, such Person forthwith pays such Indebtedness and all penalties, interest and other amounts due in connection therewith.

     “Projections” shall have the meaning set forth in Section 5.5(b) hereof.

     “Purchasing CLO” shall have the meaning set forth in Section 15.3(d) hereof.

     “Purchasing Lender” shall have the meaning set forth in Section 15.3(c) hereof.

     “Questionnaire” shall mean the Documentation Information Questionnaire and the responses thereto provided by Borrower and delivered to Agent.

     “RCRA” shall mean the Resource Conservation and Recovery Act, 42 U.S.C. §§ 6901 et seq., as same may be amended from time to time.

     “Real Property” shall mean all of Borrower’s right, title and interest in and to the owned and leased premises identified on Schedule 4.19 hereto.

     “Receivables” shall mean and include, as to Borrower, all of Borrower’s accounts, contract rights, instruments (including those evidencing indebtedness owed to Borrower by its Affiliates), documents, chattel paper (including electronic chattel paper), general intangibles relating to accounts, drafts and acceptances, credit card receivables and all other forms of

17

obligations owing to Borrower arising out of or in connection with the sale or lease of Inventory or the rendition of services, all supporting obligations, guarantees and other security therefor, whether secured or unsecured, now existing or hereafter created, and whether or not specifically sold or assigned to Agent hereunder.

     “Receivables Advance Rate” shall have the meaning set forth in Section 2.1(a)(y)(i) hereof.

     "Register” shall have the meaning set forth in Section 15.3(e).

     “Reimbursement Obligation” shall have the meaning set forth in Section 2.12(b) hereof.

     "Release” shall have the meaning set forth in Section 5.7(c)(i) hereof.

     “Reportable Event” shall mean a reportable event described in Section 4043(c) of ERISA or the regulations promulgated thereunder.

     “Required Lenders” shall mean Lenders holding at least sixty-six and two-thirds percent (66 2/3%) of the Advances and, if no Advances are outstanding, shall mean Lenders holding sixty-six and two-thirds percent (66 2/3%) of the Commitment Percentages; provided that at any time that there are only two Lenders party hereto, Required Lenders will mean both such Lenders.

     “Reserve Percentage” shall mean as of any day the maximum percentage in effect on such day as prescribed by the Board of Governors of the Federal Reserve System (or any successor) for determining the reserve requirements (including supplemental, marginal and emergency reserve requirements) with respect to eurocurrency funding (currently referred to as “Eurocurrency Liabilities.”

     “Revolving Advances” shall mean Advances made other than Letters of Credit.

     “Revolving Credit Note” shall mean the promissory note referred to in Section 2.1 (a) hereof.

     “Revolving Interest Rate” shall mean an interest rate per annum equal to (a) the sum of the Alternate Base Rate plus the Applicable Margin with respect to Domestic Rate Loans and (b) the Eurodollar Rate plus the Applicable Margin with respect to any Eurodollar Rate Loan.

     “SEC” shall mean the Securities and Exchange Commission or any successor thereto.

     “Section 20 Subsidiary” shall mean the Subsidiary of the bank holding company controlling PNC, which Subsidiary has been granted authority by the Federal Reserve Board to underwrite and deal in certain Ineligible Securities.

     “Securities Act” shall mean the Securities Act of 1933, as amended.

18

     “Senior Debt Payments” shall mean and include all cash actually expended by Borrower to make (a) interest payments on any Advances hereunder, plus (b) payments for all fees, commissions and charges set forth herein and with respect to any Advances, plus (c) capitalized lease payments with respect to Capitalized Lease Obligations, plus (d) payments with respect to any other Indebtedness for borrowed money.

     “Settlement Date” shall mean the Closing Date and thereafter Wednesday or Thursday of each week or more frequently if Agent deems appropriate unless such day is not a Business Day in which case it shall be the next succeeding Business Day.

     “Subordinated Debt Payments” shall mean and include all cash actually expended to make payments of principal and interest on the Subordinated Note.

     “Subordinated Lender” shall mean Merion Investment Partners L.P.

     “Subordinated Loan” shall mean the loan evidenced by the Subordinated Note.

     “Subordinated Loan Documentation” shall mean the Investment Agreement dated December 29, 2003 between Borrower and Subordinated Lender, as amended by the First Amendment dated November 15, 2004, the Second Amendment dated March 21, 2005 and the Third Amendment dated March 1, 2006.

     “Subordinated Note” shall mean the subordinated promissory note issued by Borrower in favor of Subordinated Lender dated December 29,2003 in the principal sum of $4,500,000, as amended by the First Amendment dated March 21, 2005 and the Second Amendment dated March 1,2006.

     “Subordination Agreement” shall mean the Subordination Agreement dated as of the date hereof among Agent, Borrower and Subordinated Lender.

     “Subsidiary” of any Person shall mean a corporation or other entity of whose Equity Interests having ordinary voting power (other than Equity Interests having such power only by reason of the happening of a contingency) to elect a majority of the directors of such corporation, or other Persons performing similar functions for such entity, are owned, directly or indirectly, by such Person.

     “Subsidiary Stock” shall mean all of the issued and outstanding Equity Interests of any Domestic Subsidiary owned by the Borrower and up to 65% of all of the issued and outstanding the Equity Interests of any first-tier Foreign Subsidiary of Borrower.

     “Term” shall have the meaning set forth in Section 13.1 hereof.

     “Termination Event” shall mean (i) a Reportable Event with respect to any Plan or Multiemployer Plan; (ii) the withdrawal of Borrower or any member of the Controlled Group from a Plan or Multiemployer Plan during a plan year in which such entity was a “substantial employer” as defined in Section 4001(a)(2) of ERISA; (iii) the providing of notice of intent to terminate a Plan in a distress termination described in Section 404 l(c) of ERISA; (iv) the institution by the PBGC of proceedings to terminate a Plan or Multiemployer Plan; (v) any event

19

or condition (a) which might constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan or Multiemployer Plan, or (b) that may result in termination of a Multiemployer Plan pursuant to Section 4041A of ERISA; or (vi) the partial or complete withdrawal within the meaning of Sections 4203 and 4205 of ERISA, of Borrower or any member of the Controlled Group from a Multiemployer Plan.

     “Toxic Substance” shall mean and include any material present on the Real Property or the Leasehold Interests which has been shown to have significant adverse effect on human health or which is subject to regulation under the Toxic Substances Control Act (TSCA), 15 U.S.C. §§ 2601 et seq., applicable state law, or any other applicable Federal or state laws now in force or hereafter enacted relating to toxic substances. “Toxic Substance” includes but is not limited to asbestos, polychlorinated biphenyls (PCBs) and lead-based paints.

     “Trading with the Enemy Act” shall mean the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) and any enabling legislation or executive order relating thereto.

     “Transferee” shall have the meaning set forth in Section 15.3(d) hereof.

     “Undrawn Availability” at a particular date shall mean an amount equal to (a) the lesser of (i) the Formula Amount and (ii) the Maximum Revolving Advance Amount, minus (b) the sum of (i) the outstanding amount of Advances, plus (ii) all amounts due and owing to Borrower’s trade creditors which are outstanding beyond sixty (60) days past the due date, plus (iii) fees and expenses for which Borrower is liable but which have not been paid or charged to Borrower’s Account, plus (iv) to the extent the determination date is a date that is five (5) or less days prior to a date on which Borrower must make payroll, the amount due by Borrower on such date on account of such payroll.

     “Unfunded Capital Expenditure” shall mean Capital Expenditures made from Borrower’s funds other than funds borrowed as term debt or capital leases to finance such Capital Expenditures.

     “Uniform Commercial Code” shall have the meaning set forth in Section 1.3 hereof.

     “USA PATRIOT Act” shall mean the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56, as the same has been, or shall hereafter be, renewed, extended, amended or replaced.

     “Week” shall mean the time period commencing with the opening of business on a Wednesday and ending on the end of business the following Tuesday.

     1.3. Uniform Commercial Code Terms. All terms used herein and defined in the Uniform Commercial Code as adopted in the Commonwealth of Pennsylvania from time to time (the “Uniform Commercial Code”) shall have the meaning given therein unless otherwise defined herein. Without limiting the foregoing, the terms “accounts”, “chattel paper”, “instruments”, “general intangibles”, “payment intangibles”, “supporting obligations”, “securities”, “investment property”, “documents”, “deposit accounts”, “software”, “letter of credit rights”, “inventory”, “equipment” and “fixtures”, as and when used in the description of

20

Collateral shall have the meanings given to such terms in Articles 8 or 9 of the Uniform Commercial Code. To the extent the definition of any category or type of collateral is expanded by any amendment, modification or revision to the Uniform Commercial Code, such expanded definition will apply automatically as of the date of such amendment, modification or revision.

     1.4. Certain Matters of Construction. The terms “herein”, “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular section, paragraph or subdivision. All references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement. Any pronoun used shall be deemed to cover all genders. Wherever appropriate in the context, terms used herein in the singular also include the plural and vice versa. All references to statutes and related regulations shall include any amendments of same and any successor statutes and regulations. Unless otherwise provided, all references to any instruments or agreements to which Agent is a party, including references to any of the Other Documents, shall include any and all modifications or amendments thereto and any and all extensions or renewals thereof. All references herein to the time of day shall mean the time in New York, New York. Whenever the words “including” or “include” shall be used, such words shall be understood to mean “including, without limitation” or “include, without limitation”. A Default or Event of Default shall be deemed to exist at all times during the period commencing on the date that such Default or Event of Default occurs to the date on which such Default or Event of Default is waived in writing pursuant to this Agreement or, in the case of a Default, is cured within any period of cure expressly provided for in this Agreement; and an Event of Default shall “continue” or be “continuing” until such Event of Default has been waived in writing by the Required Lenders. Any Lien referred to in this Agreement or any of the Other Documents as having been created in favor of Agent, any agreement entered into by Agent pursuant to this Agreement or any of the Other Documents, any payment made by or to or funds received by Agent pursuant to or as contemplated by this Agreement or any of the Other Documents or any act taken or omitted to be taken by Agent, shall, unless otherwise expressly provided, be created, entered into, made or received, or taken or omitted, for the benefit or account of Agent and Lenders. Wherever the phrase “to the best of Borrower’s knowledge” or words of similar import relating to the knowledge or the awareness of Borrower are used in this Agreement or Other Documents, such phrase shall mean and refer to (i) the actual knowledge of a senior officer of Borrower or (ii) the knowledge that a senior officer would have obtained if he had engaged in good faith and diligent performance of his duties, including the making of such reasonably specific inquiries as may be necessary of the employees or agents of Borrower and a good faith attempt to ascertain the existence or accuracy of the matter to which such phrase relates. All covenants hereunder shall be given independent effect so that if a particular action or condition is not permitted by any of such covenants, the fact that it would be permitted by an exception to, or otherwise within the limitations of, another covenant shall not avoid the occurrence of a default if such action is taken or condition exists. In addition, all representations and warranties hereunder shall be given independent effect so that if a particular representation or warranty proves to be incorrect or is breached, the fact that another representation or warranty concerning the same or similar subject matter is correct or is not breached will not affect the incorrectness of a breach of a representation or warranty hereunder.

21

II. ADVANCES, PAYMENTS.

     2.1. Revolving Advances.

          (a) Amount of Revolving Advances. Subject to the terms and conditions set forth in this Agreement including Section 2.1(b), each Lender, severally and not jointly, will make Revolving Advances to Borrower in aggregate amounts outstanding at any time equal to such Lender’s Commitment Percentage of the lesser of (x) the Maximum Revolving Advance Amount less the aggregate Maximum Undrawn Amount of all outstanding Letters of Credit and (y) an amount equal to the sum of:

          (i) up to 85%, subject to the provisions of Section 2.1 (b) hereof (“Receivables Advance Rate”), of Eligible Receivables, minus

          (ii) the aggregate Maximum Undrawn Amount of all outstanding Letters of Credit, minus

          (iii) such reserves as Agent may reasonably deem proper and necessary in its reasonable credit judgment and consistent with practices and procedures generally applied to its similarly situated borrowers to take into account subsequent events or occurrences which are likely to jeopardize the collectibility of all or a material portion of Borrower’s Eligible Receivables or to provide availability for payment of contingent liabilities of the Borrower not otherwise reserved.

     The amount derived from the sum of (x) Section 2.1(a)(y)(i) minus (y) Section 2.1 (a)(y)(iii) at any time and from time to time shall be referred to as the “Formula Amount”. The Revolving Advances shall be evidenced by one or more secured promissory notes (collectively, the “Revolving Credit Note”) substantially in the form attached hereto as Exhibit 2.1(a).

          (b) Discretionary Rights. The Receivables Advance Rate may be (i) increased by Agent at any time or from time to time in its sole discretion or (ii) decreased by Agent at any time and from time to time on account of any Dilution Rate Increase but in no event by more than the same percentage as such Dilution Rate Increase. If, at any time after Agent’s reduction of the Receivables Advance Rate, it is determined that there is no longer a Dilution Rate Increase, the Receivables Advance Rate shall be automatically restored to eighty-five percent (85%) so long as no Default or Event of Default is then existing, subject to further adjustment as provided above. Borrower consents to any such increases or decreases and acknowledges that decreasing the Receivables Advance Rate or increasing or imposing reserves may limit or restrict Advances requested by Borrower. Agent shall give Borrower five (5) days prior written notice of its intention to decrease the Receivables Advance Rate. The rights of Agent under this subsection are subject to the provisions of Section 15.2(b).

     2.2. Procedure for Revolving Advances Borrowing.

          (a) Borrower may notify Agent prior to 1:00 p.m. on a Business Day of Borrower’s request to incur, on that day, a Revolving Advance hereunder. Should any amount required to be paid as interest hereunder, or as fees or other charges under this Agreement or any

22

other agreement with Agent or Lenders, or with respect to any other Obligation, become due, same shall be deemed a request for a Revolving Advance as of the date such payment is due, in the amount required to pay in full such interest, fee, charge or Obligation under this Agreement or any other agreement with Agent or Lenders, and such request shall be irrevocable.

          (b) Notwithstanding the provisions of subsection (a) above, in the event Borrower desires to obtain a Eurodollar Rate Loan, Borrower shall give Agent written notice by no later than 10:30 a.m. on the day which is three (3) Business Days prior to the date such Eurodollar Rate Loan is to be borrowed, specifying (i) the date of the proposed borrowing (which shall be a Business Day), (ii) the type of borrowing and the amount on the date of such Advance to be borrowed, which amount shall be in a minimum amount equal to $1,000,000 or in integral multiples of $100,000 in excess thereof, and (iii) the duration of the first Interest Period therefor. Interest Periods for Eurodollar Rate Loans shall be for one, two or three months; provided, if an Interest Period would end on a day that is not a Business Day, it shall end on the next succeeding Business Day unless such day falls in the next succeeding calendar month in which case the Interest Period shall end on the next preceding Business Day. No Eurodollar Rate Loan shall be made available to Borrower during the continuance of a Default or an Event of Default. After giving effect to each requested Eurodollar Rate Loan, including those which are converted from a Domestic Rate Loan under Section 2.2(d), there shall not be outstanding more than five (5) Eurodollar Rate Loans, in the aggregate.

          (c) Each Interest Period of a Eurodollar Rate Loan shall commence on the date such Eurodollar Rate Loan is made and shall end on such date as Borrower may elect as set forth in subsection (b)(iii) above provided that the exact length of each Interest Period shall be determined in accordance with the practice of the interbank market for offshore Dollar deposits and no Interest Period shall end after the last day of the Term.

     Borrower shall elect the initial Interest Period applicable to a Eurodollar Rate Loan by its notice of borrowing given to Agent pursuant to Section 2.2(b) or by its notice of conversion given to Agent pursuant to Section 2.2(d), as the case may be. Borrower shall elect the duration of each succeeding Interest Period by giving irrevocable written notice to Agent of such duration not later than 10:30 a.m. on the day which is three (3) Business Days prior to the last day of the then current Interest Period applicable to such Eurodollar Rate Loan. If Agent does not receive timely notice of the Interest Period elected by Borrower, Borrower shall be deemed to have elected to convert to a Domestic Rate Loan subject to Section 2.2(d) hereinbelow.

          (d) Provided that no Event of Default shall have occurred and be continuing, Borrower may, on the last Business Day of the then current Interest Period applicable to any outstanding Eurodollar Rate Loan, or on any Business Day with respect to Domestic Rate Loans, convert any such loan into a loan of another type in the same aggregate principal amount provided that any conversion of a Eurodollar Rate Loan shall be made only on the last Business Day of the then current Interest Period applicable to such Eurodollar Rate Loan. If Borrower desires to convert a loan, Borrower shall give Agent written notice by no later than (i) 10:30 a.m. on the day which is three (3) Business Days’ prior to the date on which such conversion is to occur with respect to a conversion from a Domestic Rate Loan to a Eurodollar Rate Loan, or (ii) 1:00 p.m. on the day which is one (1) Business Day prior to the date on which such conversion is to occur with respect to a conversion from a Eurodollar Rate Loan to a Domestic Rate Loan,

23

specifying, in each case, the date of such conversion, the loans to be converted and if the conversion is from a Domestic Rate Loan to any other type of loan, the duration of the first Interest Period therefor.

          (e) At its option and upon written notice given prior to 10:30 a.m. (New York time) at least three (3) Business Days’ prior to the date of such prepayment, Borrower may prepay the Eurodollar Rate Loans in whole at any time or in part from time to time with accrued interest on the principal being prepaid to the date of such repayment. Borrower shall specify the date of prepayment of Advances which are Eurodollar Rate Loans and the amount of such prepayment. In the event that any prepayment of a Eurodollar Rate Loan is required or permitted on a date other than the last Business Day of the then current Interest Period with respect thereto, Borrower shall indemnify Agent and Lenders therefor in accordance with Section 2.2(f) hereof.

          (f) Borrower shall indemnify Agent and Lenders and hold Agent and Lenders harmless from and against any and all losses and reasonable expenses that Agent and Lenders may sustain or incur as a consequence of any prepayment, conversion of or any default by Borrower in the payment of the principal of or interest on any Eurodollar Rate Loan or failure by Borrower to complete a borrowing of, a prepayment of or conversion of or to a Eurodollar Rate Loan after notice thereof has been given, including, but not limited to, any interest payable by Agent or Lenders to lenders of funds obtained by it in order to make or maintain its Eurodollar Rate Loans hereunder. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Agent or any Lender to Borrower shall be conclusive absent manifest error.

          (g) Notwithstanding any other provision hereof, if any Applicable Law, treaty, regulation or directive, or any change therein or in the interpretation or application thereof, shall make it unlawful for any Lender (for purposes of this subsection (g), the term “Lender” shall include any Lender and the office or branch where any Lender or any corporation or bank controlling such Lender makes or maintains any Eurodollar Rate Loans) to make or maintain its Eurodollar Rate Loans, the obligation of Lenders to make Eurodollar Rate Loans hereunder shall forthwith be cancelled and Borrower shall, if any affected Eurodollar Rate Loans are then outstanding, promptly upon request from Agent, either pay all such affected Eurodollar Rate Loans or convert such affected Eurodollar Rate Loans into loans of another type. If any such payment or conversion of any Eurodollar Rate Loan is made on a day that is not the last day of the Interest Period applicable to such Eurodollar Rate Loan, Borrower shall pay Agent, upon Agent’s request, such amount or amounts as may be necessary to compensate Lenders for any loss or expense sustained or incurred by Lenders in respect of such Eurodollar Rate Loan as a result of such payment or conversion, including (but not limited to) any interest or other amounts payable by Lenders to lenders of funds obtained by Lenders in order to make or maintain such Eurodollar Rate Loan. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Lenders to Borrower shall be conclusive absent manifest error.

     2.3. Disbursement of Advance Proceeds. All Advances shall be disbursed from whichever office or other place Agent may designate from time to time and, together with any and all other Obligations of Borrower to Agent or Lenders, shall be charged to Borrower’s Account on Agent’s books. During the Term, Borrower may use the Revolving Advances by borrowing, prepaying and reborrowing, all in accordance with the terms and conditions hereof.

24

The proceeds of each Revolving Advance requested by Borrower or deemed to have been requested by Borrower under Section 2.2(a) hereof shall, with respect to requested Revolving Advances to the extent Lenders make such Revolving Advances, be made available to Borrower on the day so requested by way of credit to Borrower’s operating account at PNC, or such other bank as Borrower may designate following notification to Agent, in immediately available federal funds or other immediately available funds or, with respect to Revolving Advances deemed to have been requested by Borrower, be disbursed to Agent to be applied to the outstanding Obligations giving rise to such deemed request.

     2.4. Intentionally Omitted.

     2.5. Maximum Advances. The aggregate balance of Revolving Advances outstanding at any time shall not exceed the lesser of (a) the Maximum Revolving Advance Amount and (b) the Formula Amount less, in each case, the aggregate Maximum Undrawn Amount of all issued and outstanding Letters of Credit.

     2.6. Repayment of Advances. The Revolving Advances shall be due and payable in full on the last day of the Term subject to earlier prepayment as herein, provided.

          (a) Borrower recognizes that the amounts evidenced by checks, notes, drafts or any other items of payment relating to and/or proceeds of Collateral may not be collectible by Agent on the date received. In consideration of Agent’s agreement to conditionally credit Borrower’s Account as of the Business Day on which Agent receives those items of payment, Borrower agrees that, in computing the charges under this Agreement, all items of payment shall be deemed applied by Agent on account of the Obligations one (1) Business Day after (i) the
Business Day Agent receives such payments via check wire transfer or electronic depository check or (ii) in the case of payments received by Agent in any other form, the Business Day such payment constitutes good funds in Agent’s account. Agent is not, however, required to credit Borrower’s Account for the amount of any item of payment which is unsatisfactory to Agent and Agent may charge Borrower’s Account for the amount of any item of payment which is returned to Agent unpaid.

          (b) All payments of principal, interest and other amounts payable hereunder, or under any of the Other Documents shall be made to Agent at the Payment Office not later than 1:00 p.m. (New York time) on the due date therefor in lawful money of the United States of America in federal funds or other funds immediately available to Agent. Agent shall have the right to effectuate payment on any and all Obligations due and owing hereunder by charging Borrower’s Account or by making Advances as provided in Section 2.2 hereof.

          (c) Borrower shall pay principal, interest, and all other amounts payable hereunder, or under any related agreement, without any deduction whatsoever, including, but not limited to, any deduction for any setoff or counterclaim.

     2.7. Repayment of Excess Advances. The aggregate balance of Advances outstanding at any time in excess of the maximum amount of Advances permitted hereunder shall be immediately due and payable without the necessity of any demand, at the Payment Office, whether or not a Default or Event of Default has occurred.

25

     2.8. Statement of Account. Agent shall maintain, in accordance with its customary procedures, a loan account (“Borrower’s Account”) in the name of Borrower in which shall be recorded the date and amount of each Advance made by Agent and the date and amount of each payment in respect thereof; provided, however, the failure by Agent to record the date and amount of any Advance shall not adversely affect Agent or any Lender. Each month, Agent shall send to Borrower a statement showing the accounting for the Advances made, payments made or credited in respect thereof, and other transactions between Agent and Borrower, during such month. The monthly statements shall be deemed correct and binding upon Borrower in the absence of manifest error and shall constitute an account stated between Lenders and Borrower unless Agent receives a written statement of Borrower’s specific exceptions thereto within thirty (30) days after such statement is received by Borrower. The records of Agent with respect to the loan account shall be conclusive evidence absent manifest error of the amounts of Advances and other charges thereto and of payments applicable thereto.

     2.9. Letters of Credit. Subject to the terms and conditions hereof, Agent shall issue or cause the issuance of standby Letters of Credit (“Letters of Credit”) for the account of Borrower; provided, however, that Agent will not be required to issue or cause to be issued any Letters of Credit to the extent that the issuance thereof would then cause the sum of (i) the outstanding Revolving Advances plus (ii) the Maximum Undrawn Amount of all outstanding Letters of Credit to exceed the lesser of (x) the Maximum Revolving Advance Amount and (y) the Formula Amount. The Maximum Undrawn Amount of all outstanding Letters of Credit shall not exceed in the aggregate at any time the Letter of Credit Sublimit. All disbursements or payments related to Letters of Credit shall be deemed to be Domestic Rate Loans consisting of Revolving Advances and shall bear interest at the Revolving Interest Rate for Domestic Rate Loans; Letters of Credit that have not been drawn upon shall not bear interest.

     2.10. Issuance of Letters of Credit.

          (a) Borrower may request Agent to issue or cause the issuance of a Letter of Credit by delivering to Agent, at the Payment Office, prior to 1:00 p.m. (New York time), at least five (5) Business Days’ prior to the proposed date of issuance, Agent’s form of Letter of Credit Application (the “Letter of Credit Application”) completed to the satisfaction of Agent; and, such other certificates, documents and other papers and information as Agent may reasonably request. Borrower also has the right to give instructions and make agreements with respect to any application, any applicable letter of credit and security agreement, any applicable letter of credit reimbursement agreement and/or any other applicable agreement, any letter of credit and the disposition of documents, disposition of any unutilized funds, and to agree with Agent upon any amendment, extension or renewal of any Letter of Credit.

          (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts, other written demands for payment, or acceptances of usance drafts when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twenty-four (24) months after such Letter of Credit’s date of issuance and in no event later than the last day of the Term. Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500, and any amendments or revision thereof adhered to by the

26

Issuer (“UCP 500”) or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590) (“ISP98 Rules”), as determined by Agent, and each trade Letter of Credit shall be subject to UCP 500.

          (c) Agent shall use its reasonable efforts to notify Lenders of the request by Borrower for a Letter of Credit hereunder.

     2.11. Requirements For Issuance of Letters of Credit.

          (a) Borrower shall authorize and direct any Issuer to name Borrower as the “Applicant” or “Account Party” of each Letter of Credit. If Agent is not the Issuer of any Letter of Credit, Borrower shall authorize and direct the Issuer to deliver to Agent all instruments, documents, and other writings and property received by the Issuer pursuant to the Letter of Credit and to accept and rely upon Agent’s instructions and agreements with respect to all matters arising in connection with the Letter of Credit, the application therefor or any acceptance therefor.

          (b) In connection with all Letters of Credit issued or caused to be issued by Agent under this Agreement, Borrower hereby appoints Agent, or its designee, as its attorney, with full power and authority if an Event of Default shall have occurred, (i) to sign and/or endorse Borrower’s name upon any warehouse or other receipts, letter of credit applications and acceptance, (ii) to sign Borrower’s name on bills of lading; (iii) to clear Inventory through the United States of America Customs Department (“Customs”) in the name of Borrower or Agent or Agent’s designee, and to sign and deliver to Customs officials power of attorney in the name of Borrower for such purpose; and (iv) to complete in Borrower’s name or Agent’s, or in the name of Agent’s designee, any order, sale or transaction, obtain the necessary documents in connection therewith, and collect the proceeds thereof. Neither Agent nor its attorneys will be liable for any acts or omissions nor for any error of judgment or mistakes of fact or law, except for Agent’s or its attorney’s willful misconduct. This power, being coupled with an interest, is irrevocable as long as any Letters of Credit remain outstanding.

     2.12. Disbursements, Reimbursement.

          (a) Immediately upon the issuance of each Letter of Credit, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from Agent a participation in such Letter of Credit and each drawing thereunder in an amount equal to such Lender’s Commitment Percentage of the Maximum Face Amount of such Letter of Credit and the amount of such drawing, respectively.

          (b) In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, Agent will promptly notify Borrower. Provided that it shall have received such notice, Borrower shall reimburse (such obligation to reimburse Agent shall sometimes be referred to as a “Reimbursement Obligation”) Agent prior to 12:00 Noon, New York time on each date that an amount is paid by Agent under any Letter of Credit (each such date, a “Drawing Date”) in an amount equal to the amount so paid by Agent. In the event Borrower fails to reimburse Agent for the full amount of any drawing under any Letter of Credit by 12:00 Noon, New York time, on the Drawing Date, Agent will promptly notify each Lender

27

thereof, and Borrower shall be deemed to have requested that a Domestic Rate Loan be made by the Lenders to be disbursed on the Drawing Date under such Letter of Credit, subject to the amount of the unutilized portion of the lesser of Maximum Revolving Advance Amount or the Formula Amount and subject to Section 8.2 hereof. Any notice given by Agent pursuant to this Section 2.12(b) may be oral if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

          (c) Each Lender shall upon any notice pursuant to Section 2.12(b) make available to Agent an amount in immediately available funds equal to its Commitment Percentage of the amount of the drawing, whereupon the participating Lenders shall (subject to Section 2.12(d)) each be deemed to have made a Domestic Rate Loan to Borrower in that amount. If any Lender so notified fails to make available to Agent the amount of such Lender’s Commitment Percentage of such amount by no later than 2:00 p.m., New York time on the Drawing Date, then interest shall accrue on such Lender’s obligation to make such payment, from the Drawing Date to the date on which such Lender makes such payment (i) at a rate per annum equal to the Federal Funds Rate during the first three days following the Drawing Date and (ii) at a rate per annum equal to the rate applicable to Domestic Rate Loans on and after the fourth day following the Drawing Date. Agent will promptly give notice of the occurrence of the Drawing Date, but failure of Agent to give any such notice on the Drawing Date or in sufficient time to enable any Lender to effect such payment on such date shall not relieve such Lender from its obligation under this Section 2.12(c), provided that such Lender shall not be obligated to pay interest as provided in Section 2.12(c) (i) and (ii) until and commencing from the date of receipt of notice from Agent of a drawing.

          (d) With respect to any unreimbursed drawing that is not converted into a Domestic Rate Loan to Borrower in whole or in part as contemplated by Section 2.12(b), because of Borrower’s failure to satisfy the conditions set forth in Section 8.2 (other than any notice requirements) or for any other reason, Borrower shall be deemed to have incurred from Agent a borrowing (each a “Letter of Credit Borrowing”) in the amount of such drawing. Such Letter of Credit Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the rate per annum applicable to a Domestic Rate Loan. Each Lender’s payment to Agent pursuant to Section 2.12(c) shall be deemed to be a payment in respect of its participation in such Letter of Credit Borrowing and shall constitute a “Participation Advance” from such Lender in satisfaction of its Participation Commitment under this Section 2.12.

          (e) Each Lender’s Participation Commitment shall continue until the last to occur of any of the following events: (x) Agent ceases to be obligated to issue or cause to be issued Letters of Credit hereunder; (y) no Letter of Credit issued or created hereunder remains outstanding and uncancelled and (z) all Persons (other than the Borrower) have been fully reimbursed for all payments made under or relating to Letters of Credit.

     2.13. Repayment of Participation Advances.

          (a) Upon (and only upon) receipt by Agent for its account of immediately available funds from Borrower (i) in reimbursement of any payment made by the Agent under the Letter of Credit with respect to which any Lender has made a Participation Advance to Agent, or (ii) in payment of interest on such a payment made by Agent under such a Letter of

28

Credit, Agent will pay to each Lender, in the same funds as those received by Agent, the amount of such Lender’s Commitment Percentage of such funds, except Agent shall retain the amount of the Commitment Percentage of such funds of any Lender that did not make a Participation Advance in respect of such payment by Agent.

          (b) If Agent is required at any time to return to Borrower, or to a trustee, receiver, liquidator, custodian, or any official in any insolvency proceeding, any portion of the payments made by Borrower to Agent pursuant to Section 2.13(a) in reimbursement of a payment made under the Letter of Credit or interest or fee thereon, each Lender shall, on demand of Agent, forthwith return to Agent the amount of its Commitment Percentage of any amounts so returned by Agent plus interest at the Federal Funds Effective Rate.

     2.14. Documentation. Borrower agrees to be bound by the terms of the Letter of Credit Application and by Agent’s reasonable interpretations of any Letter of Credit issued for Borrower’s account and by Agent’s written regulations and customary practices relating to letters of credit, though Agent’s interpretations may be different from Borrower’s own. In the event of a conflict between the Letter of Credit Application and this Agreement, this Agreement shall govern. It is understood and agreed that, except in the case of gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final non-appealable judgment), Agent shall not be liable for any error, negligence and/or mistakes, whether of omission or commission, in following Borrower’s instructions or those contained in the Letters of Credit or any modifications, amendments or supplements thereto.

     2.15. Determination to Honor Drawing Request. In determining whether to honor any request for drawing under any Letter of Credit by the beneficiary thereof, Agent shall be responsible only to determine that the documents and certificates required to be delivered under such Letter of Credit have been delivered and that they comply on their face with the requirements of such Letter of Credit and that any other drawing condition appearing on the face of such Letter of Credit has been satisfied in the manner so set forth.

     2.16. Nature of Participation and Reimbursement Obligations. Each Lender’s obligation in accordance with this Agreement to make the Revolving Advances or Participation Advances as a result of a drawing under a Letter of Credit, and the obligations of Borrower to reimburse Agent upon a draw under a Letter of Credit, shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Section 2.16 under all circumstances, including the following circumstances:

          (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against Agent, Borrower or any other Person for any reason whatsoever;

          (ii) the failure of Borrower or any other Person to comply, in connection with a Letter of Credit Borrowing, with the conditions set forth in this Agreement for the making of a Revolving Advance, it being acknowledged that such conditions are not required for the making of a Letter of Credit Borrowing and the obligation of the Lenders to make Participation Advances under Section 2.12;

29

          (iii) any lack of validity or enforceability of any Letter of Credit;

          (iv) any claim of breach of warranty that might be made by Borrower or any Lender against the beneficiary of a Letter of Credit, or the existence of any claim, set-off, recoupment, counterclaim, crossclaim, defense or other right which Borrower or any Lender may have at any time against a beneficiary, any successor beneficiary or any transferee of any Letter of Credit or the proceeds thereof (or any Persons for whom any such transferee may be acting), Agent or any Lender or any other Person, whether in connection with this Agreement, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between Borrower or any Subsidiaries of Borrower and the beneficiary for which any Letter of Credit was procured);

          (v) the lack of power or authority of any signer of (or any defect in or forgery of any signature or endorsement on) or the form of or lack of validity, sufficiency, accuracy, enforceability or genuineness of any draft, demand, instrument, certificate or other document presented under or in connection with any Letter of Credit, or any fraud or alleged fraud in connection with any Letter of Credit, or the transport of any property or provisions of services relating to a Letter of Credit, in each case even if Agent or any of Agent’s Affiliates has been notified thereof;

          (vi) payment by Agent under any Letter of Credit against presentation of a demand, draft or certificate or other document which does not comply with the terms of such Letter of Credit;

          (vii) the solvency of, or any acts or omissions by, any beneficiary of any Letter of Credit, or any other Person having a role in any transaction or obligation relating to a Letter of Credit, or the existence, nature, quality, quantity, condition, value or other characteristic of any property or services relating to a Letter of Credit;

          (viii) any failure by the Agent or any of Agent’s Affiliates to issue any Letter of Credit in the form requested by Borrower, unless the Agent has received written notice from Borrower of such failure within three (3) Business Days after the Agent shall have furnished Borrower a copy of such Letter of Credit and such error is material and no drawing has been made thereon prior to receipt of such notice;

          (ix) any Material Adverse Effect on Borrower or any Guarantor;

          (x) any breach of this Agreement or any Other Document by any party thereto;

          (xi) the occurrence or continuance of an insolvency proceeding with respect to Borrower or any Guarantor;

          (xii) the fact that a Default or Event of Default shall have occurred and be continuing;

          (xiii) the fact that the Term shall have expired or this Agreement or the Obligations hereunder shall have been terminated; and

30

          (xiv) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing.

     2.17. Indemnity. In addition to amounts payable as provided in Section 15.5, the Borrower hereby agrees to protect, indemnify, pay and save harmless Agent and any of Agent’s Affiliates that have issued a Letter of Credit from and against any and all claims, demands, liabilities, damages, taxes, penalties, interest, judgments, losses, costs, charges and expenses (including reasonable fees, expenses and disbursements of counsel and allocated costs of internal counsel) which the Agent or any of Agent’s Affiliates may incur or be subject to as a consequence, direct or indirect, of the issuance of any Letter of Credit, other than as a result of (A) the gross negligence or willful misconduct of the Agent as determined by a final and non- appealable judgment of a court of competent jurisdiction or (b) the wrongful dishonor by the Agent or any of Agent’s Affiliates of a proper demand for payment made under any Letter of Credit, except if such dishonor resulted from any act or omission, whether rightful or wrongful, of any present or future de jure or de facto Governmental Body (all such acts or omissions herein called “Governmental Acts”).

     2.18. Liability for Acts and Omissions. As between Borrower and Agent and Lenders. Borrower assumes all risks of the acts and omissions of, or misuse of the Letters of Credit by, the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the respective foregoing, Agent shall not be responsible for: (i) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for an issuance of any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged (even if Agent shall have been notified thereof); (ii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) the failure of the beneficiary of any such Letter of Credit, or any other party to which such Letter of Credit may be transferred, to comply fully with any conditions required in order to draw upon such Letter of Credit or any other claim of Borrower against any beneficiary of such Letter of Credit, or any such transferee, or any dispute between or among Borrower and any beneficiary of any Letter of Credit or any such transferee; (iv) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (v) errors in interpretation of technical terms; (vi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (vii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit; or (viii) any consequences arising from causes beyond the control of Agent, including any governmental acts, and none of the above shall affect or impair, or prevent the vesting of, any of Agent’s rights or powers hereunder. Nothing in the preceding sentence shall relieve Agent from liability for Agent’s gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final non-appealable judgment) in connection with actions or omissions described in such clauses (i) through (viii) of such sentence. In no event shall Agent or Agent’s Affiliates be liable to the Borrower for any indirect, consequential, incidental, punitive, exemplary or special damages or expenses (including without limitation attorneys’ fees), or for any damages resulting from any change in the value of any property relating to a Letter of Credit.

31

     Without limiting the generality of the foregoing, Agent and each of its Affiliates (i) may rely on any oral or other communication believed in good faith by Agent or such Affiliate to have been authorized or given by or on behalf of the applicant for a Letter of Credit, (ii) may honor any presentation if the documents presented appear on their face substantially to comply with the terms and conditions of the relevant Letter of Credit; (iii) may honor a previously dishonored presentation under a Letter of Credit, whether such dishonor was pursuant to a court order, to settle or compromise any claim of wrongful dishonor, or otherwise, and shall be entitled to reimbursement to the same extent as if such presentation had initially been honored, together with any interest paid by Agent or its Affiliates; (iv) may honor any drawing that is payable upon presentation of a statement advising negotiation or payment, upon receipt of such statement (even if such statement indicates that a draft or other document is being delivered separately), and shall not be liable for any failure of any such draft or other document to arrive, or to conform in any way with the relevant Letter of Credit; (v) may pay any paying or negotiating bank claiming that it rightfully honored under the laws or practices of the place where such bank is located; and (vi) may settle or adjust any claim or demand made on Agent or its Affiliate in any way related to any order issued at the applicant’s request to an air carrier, a letter of guarantee or of indemnity issued to a carrier or any similar document (each an “Order”) and honor any drawing in connection with any Letter of Credit that is the subject of such Order, notwithstanding that any drafts or other documents presented in connection with such Letter of Credit fail to conform in any way with such Letter of Credit.

     In furtherance and extension and not in limitation of the specific provisions set forth above, any action taken or omitted by Agent under or in connection with the Letters of Credit issued by it or any documents and certificates delivered thereunder, if taken or omitted in good faith and without gross negligence (as determined by a court of competent jurisdiction in a final non-appealable judgment), shall not put Agent under any resulting liability to Borrower or any Lender.

     2.19. Additional Payments. Any sums expended by Agent or any Lender due to Borrower’s failure to perform or comply with its obligations under this Agreement or any Other Document including Borrower’s obligations under Sections 4.2, 4.4, 4.12, 4.13, 4.14 and 6.1 hereof, may be charged to Borrower’s Account as a Revolving Advance and added to the Obligations.

     2.20. Manner of Borrowing and Payment.

          (a) Each borrowing of Revolving Advances shall be advanced according to the applicable Commitment Percentages of Lenders.

          (b) Each payment (including each prepayment) by Borrower on account of the principal of and interest on the Revolving Advances, shall be applied to the Revolving Advances pro rata according to the applicable Commitment Percentages of Lenders. Except as expressly provided herein, all payments (including prepayments) to be made by Borrower on account of principal, interest and fees shall be made without set off or counterclaim and shall be made to Agent on behalf of the Lenders to the Payment Office, in each case on or prior to 1:00 P.M., New York time, in Dollars and in immediately available funds.

32

          (c) (i) Notwithstanding anything to the contrary contained in Sections 2.20(a) and (b) hereof, commencing with the first Business Day following the Closing Date, each borrowing of Revolving Advances shall be advanced by Agent and each payment by Borrower on account of Revolving Advances shall be applied first to those Revolving Advances advanced by Agent. On or before 1:00 P.M., New York time, on each Settlement Date commencing with the first Settlement Date following the Closing Date, Agent and Lenders shall make certain payments as follows: (I) if the aggregate amount of new Revolving Advances made by Agent during the preceding Week (if any) exceeds the aggregate amount of repayments applied to outstanding Revolving Advances during such preceding Week, then each Lender shall provide Agent with funds in an amount equal to its applicable Commitment Percentage of the difference between (w) such Revolving Advances and (x) such repayments and (II) if the aggregate amount of repayments applied to outstanding Revolving Advances during such Week exceeds the aggregate amount of new Revolving Advances made during such Week, then Agent shall provide each Lender with funds in an amount equal to its applicable Commitment Percentage of the difference between (y) such repayments and (z) such Revolving Advances.

               (ii) Each Lender shall be entitled to earn interest at the applicable Revolving Interest Rate on outstanding Advances which it has funded.

               (iii) Promptly following each Settlement Date, Agent shall submit to each Lender a certificate with respect to payments received and Advances made during the Week immediately preceding such Settlement Date. Such certificate of Agent shall be conclusive in the absence of manifest error.

          (d) If any Lender or Participant (a “benefited Lender”) shall at any time receive any payment of all or part of its Advances, or interest thereon, or receive any Collateral in respect thereof (whether voluntarily or involuntarily or by set-off) in a greater proportion than any such payment to and Collateral received by any other Lender, if any, in respect of such other Lender’s Advances, or interest thereon, and such greater proportionate payment or receipt of Collateral is not expressly permitted hereunder, such benefited Lender shall purchase for cash from the other Lenders a participation in such portion of each such other Lender’s Advances, or shall provide such other Lender with the benefits of any such Collateral, or the proceeds thereof, as shall be necessary to cause such benefited Lender to share the excess payment or benefits of such Collateral or proceeds ratably with each of the other Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Each Lender so purchasing a portion of another Lender’s Advances may exercise all rights of payment (including rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion.

          (e) Unless Agent shall have been notified by telephone, confirmed in writing, by any Lender that such Lender will not make the amount which would constitute its applicable Commitment Percentage of the Advances available to Agent, Agent may (but shall not be obligated to) assume that such Lender shall make such amount available to Agent on the next Settlement Date and, in reliance upon such assumption, make available to Borrower a corresponding amount. Agent will promptly notify Borrower of its receipt of any such notice from a Lender. If such amount is made available to Agent on a date after such next Settlement

33

Date, such Lender shall pay to Agent on demand an amount equal to the product of (i) the daily average Federal Funds Rate (computed on the basis of a year of 360 days) during such period as quoted by Agent, times (ii) such amount, times (iii) the number of days from and including such Settlement Date to the date on which such amount becomes immediately available to Agent. A certificate of Agent submitted to any Lender with respect to any amounts owing under this paragraph (e) shall be conclusive, in the absence of manifest error. If such amount is not in fact made available to Agent by such Lender within three (3) Business Days after such Settlement Date, Agent shall be entitled to recover such an amount, with interest thereon at the rate per annum then applicable to such Revolving Advances hereunder, on demand from Borrower; provided, however, that Agent’s right to such recovery shall not prejudice or otherwise adversely affect Borrower’s rights (if any) against such Lender.

     2.21. Intentionally Omitted.

     2.22. Use of Proceeds.

          (a) Borrower shall apply the proceeds of Advances to (i) repay existing indebtedness owed under the Existing Credit Facility, (ii) pay fees and expenses relating to this transaction, and (iii) provide for its and, subject to the terms of this Agreement, its Subsidiaries working capital needs and reimburse drawings under Letters of Credit.

          (b) Without limiting the generality of Section 2.22(a) above, neither the Borrower nor any other Person which may in the future become party to this Agreement or the Other Documents as Borrower, intends to use nor shall they use any portion of the proceeds of the Advances, directly or indirectly, for any purpose in violation of the Trading with the Enemy Act.

     2.23. Defaulting Lender.

          (a) Notwithstanding anything to the contrary contained herein, in the event any Lender (x) has refused (which refusal constitutes a breach by such Lender of its obligations under this Agreement) to make available its portion of any Advance or (y) notifies either Agent or Borrower that it does not intend to make available its portion of any Advance (if the actual refusal would constitute a breach by such Lender of its obligations under this Agreement) (each, a “Lender Default”), all rights and obligations hereunder of such Lender (a “Defaulting Lender”) as to which a Lender Default is in effect and of the other parties hereto shall be modified to the extent of the express provisions of this Section 2.23 while such Lender Default remains in effect.

          (b) Advances shall be incurred pro rata from Lenders (the “Non-Defaulting Lenders”) which are not Defaulting Lenders based on their respective Commitment Percentages, and no Commitment Percentage of any Lender or any pro rata share of any Advances required to be advanced by any Lender shall be increased as a result of such Lender Default. Amounts received in respect of principal of any type of Advances shall be applied to reduce the applicable Advances of each Lender (other than any Defaulting Lender) pro rata based on the aggregate of the outstanding Advances of that type of all Lenders at the time of such application; provided, that, Agent shall not be obligated to transfer to a Defaulting Lender any payments received by Agent for the Defaulting Lender’s benefit, nor shall a Defaulting Lender be entitled to the

34

sharing of any payments hereunder (including any principal, interest or fees). Amounts payable to a Defaulting Lender shall instead be paid to or retained by Agent. Agent may hold and, in its discretion, re-lend to Borrower the amount of such payments received or retained by it for the account of such Defaulting Lender.

          (c) A Defaulting Lender shall not be entitled to give instructions to Agent or to approve, disapprove, consent to or vote on any matters relating to this Agreement and the Other Documents. All amendments, waivers and other modifications of this Agreement and the Other Documents may be made without regard to a Defaulting Lender and, for purposes of the definition of “Required Lenders”, a Defaulting Lender shall be deemed not to be a Lender and not to have Advances outstanding.

          (d) Other than as expressly set forth in this Section 2.23, the rights and obligations of a Defaulting Lender (including the obligation to indemnify Agent) and the other parties hereto shall remain unchanged. Nothing in this Section 2.23 shall be deemed to release any Defaulting Lender from its obligations under this Agreement and the Other Documents, shall alter such obligations, shall operate as a waiver of any default by such Defaulting Lender hereunder, or shall prejudice any rights which Borrower, Agent or any Lender may have against any Defaulting Lender as a result of any default by such Defaulting Lender hereunder.

          (e) In the event a Defaulting Lender retroactively cures to the satisfaction of Agent the breach which caused a Lender to become a Defaulting Lender, such Defaulting Lender shall no longer be a Defaulting Lender and shall be treated as a Lender under this Agreement.

III. INTEREST AND FEES.

     3.1. Interest. Interest on Advances shall be payable in arrears on the first Business Day of each month with respect to Domestic Rate Loans and, with respect to Eurodollar Rate Loans, at the end of each Interest Period or, for Eurodollar Rate Loans with an Interest Period in excess of three months, if applicable, at the earlier of (a) each three months from the commencement of such Eurodollar Rate Loan or (b) the end of the Interest Period. Interest charges shall be computed on the actual principal amount of Advances outstanding during the month at a rate per annum equal to, with respect to Revolving Advances, the applicable Revolving Interest Rate. Whenever, subsequent to the date of this Agreement, the Alternate Base Rate is increased or decreased, the Revolving Interest Rate for Domestic Rate Loans shall be similarly changed without notice or demand of any kind by an amount equal to the amount of such change in the Alternate Base Rate during the time such change or changes remain in effect. The Eurodollar Rate shall be adjusted with respect to Eurodollar Rate Loans without notice or demand of any kind on the effective date of any change in the Reserve Percentage as of such effective date. Upon and after the occurrence of an Event of Default, and during the continuation thereof, (i) at the option of Agent or at the direction of Required Lenders, the Obligations, other than Eurodollar Rate Loans, shall bear interest at the Revolving Interest Rate for Domestic Loans plus two (2%) percent per annum and (ii) Eurodollar Rate Loans shall bear interest at the Revolving Interest Rate for Eurodollar Rate Loans plus two percent (2%) percent per annum (as applicable, the “Default Rate”).

35

     3.2. Letter of Credit Fees.

          (a) Borrower shall pay (x) to Agent, for the ratable benefit of Lenders, fees for each Letter of Credit for the period from and excluding the date of issuance of same to and including the date of expiration or termination, equal to the average daily face amount of each outstanding Letter of Credit multiplied by the Applicable Margin for Eurodollar Rate Loans, such fees to be calculated on the basis of a 360-day year for the actual number of days elapsed and to be payable quarterly in arrears on the first day of each quarter and on the last day of the Term, and (y) to the Issuer, a fronting fee of one quarter of one percent (0.25%) per annum, together with any and all administrative, issuance, amendment, payment and negotiation charges with respect to Letters of Credit and all fees and expenses as agreed upon by the Issuer and the Borrower in connection with any Letter of Credit, including in connection with the opening, amendment or renewal of any such Letter of Credit and any acceptances created thereunder and shall reimburse Agent for any and all fees and expenses, if any, paid by Agent to the Issuer (all of the foregoing fees, the “Letter of Credit and Acceptance Fees”). All such charges shall be deemed earned in full on the date when the same are due and payable hereunder and shall not be subject to rebate or pro-ration upon the termination of this Agreement for any reason. Any such charge in effect at the time of a particular transaction shall be the charge for that transaction, notwithstanding any subsequent change in the Issuer’s prevailing charges for that type of transaction. All Letter of Credit Fees and Acceptance Fees payable hereunder shall be deemed earned in full on the date when the same are due and payable hereunder and shall not be subject to rebate or pro-ration upon the termination of this Agreement for any reason.

     On demand, Borrower will cause cash to be deposited and maintained in an account with Agent, as cash collateral, in an amount equal to one hundred and five percent (105%) of the Maximum Undrawn Amount of all outstanding Letters of Credit, and Borrower hereby irrevocably authorizes Agent, in its discretion, on Borrower’s behalf and in Borrower’s name, to open such an account and to make and maintain deposits therein, or in an account opened by Borrower, in the amounts required to be made by Borrower, out of the proceeds of Receivables or other Collateral or out of any other funds of Borrower coming into any Lender’s possession at any time. Agent will invest such cash collateral (less applicable reserves) in such short-term money-market items as to which Agent and Borrower mutually agree and the net return on such investments shall be credited to such account and constitute additional cash collateral. Borrower may not withdraw amounts credited to any such account except upon the occurrence of all of the following: (x) payment and performance in full of all Obligations, (y) the expiration of all Letters of Credit and (z) the termination of this Agreement.

     3.3. Closing Fee and Facility Fee.

          (a) Closing Fee. Upon the execution of this Agreement, Borrower shall pay to Agent for the ratable benefit of Lenders a closing fee of $56,250 less that portion of the commitment deposit fees aggregating $50,000 heretofore paid by Borrower to Agent remaining after application of such fee to out of pocket expenses.

          (b) Facility Fee. If, for any calendar quarter during the Term, the average daily unpaid balance of the Revolving Advances and undrawn amount of any outstanding Letters of Credit for each day of such calendar quarter does not equal the Maximum Revolving Advance

36

Amount, then Borrower shall pay to Agent for the ratable benefit of Lenders a fee at a rate equal to one quarter of one percent (0.25%) per annum on the amount by which the Maximum Revolving Advance Amount exceeds such average daily unpaid balance. Such fee shall be payable to Agent in arrears on the first day of each calendar quarter with respect to the previous calendar quarter.

     3.4. Collateral Evaluation Fee, Collateral Monitoring Fee and Fee Letter.

          (a) Collateral Evaluation Fee. Borrower shall pay Agent a collateral evaluation fee equal to $750 per month commencing on the first day of the month following the Closing Date and on the first day of each month thereafter during the Term. The collateral evaluation fee shall be deemed earned in full on the date when same is due and payable hereunder and shall not be subject to rebate or proration upon termination of this Agreement for any reason.

          (b) Collateral Monitoring Fee. Borrower shall pay to Agent on the first day of each month following any month in which Agent performs any collateral monitoring — namely any field examination, collateral analysis or other business analysis, the need for which is to be determined by Agent and which monitoring is undertaken by Agent or for Agent’s benefit — a collateral monitoring fee in an amount equal to $750 per day for each person employed to perform such monitoring, plus all costs and disbursements incurred by Agent in the performance of such examination or analysis. Agent shall not conduct on-site collateral monitoring of the nature described in this Section 3.4(b) more frequently than four (4) times per calendar year; provided, that, if an Event of Default shall have occurred and be continuing, there shall be no limit on the frequency of on-site collateral monitoring of the nature described in this Section 3.4(b).

     3.5. Computation of Interest and Fees. Interest and fees hereunder shall be computed on the basis of a year of 360 days and for the actual number of days elapsed. If any payment to be made hereunder becomes due and payable on a day other than a Business Day, the due date thereof shall be extended to the next succeeding Business Day and interest thereon shall be payable at the Revolving Interest Rate for Domestic Rate Loans during such extension.

     3.6. Maximum Charges. In no event whatsoever shall interest and other charges charged hereunder exceed the highest rate permissible under law. In the event interest and other charges as computed hereunder would otherwise exceed the highest rate permitted under law, such excess amount shall be first applied to any unpaid principal balance owed by Borrower, and if the then remaining excess amount is greater than the previously unpaid principal balance, Lenders shall promptly refund such excess amount to Borrower and the provisions hereof shall be deemed amended to provide for such permissible rate.

     3.7. Increased Costs. In the event that any Applicable Law, treaty or governmental regulation, or any change therein or in the interpretation or application thereof, or compliance by any Lender (for purposes of this Section 3.7, the term “Lender” shall include Agent or any Lender and any corporation or bank controlling Agent or any Lender) and the office or branch where Agent or any Lender (as so defined) makes or maintains any Eurodollar Rate Loans with

37

any request or directive (whether or not having the force of law) from any central bank or other financial, monetary or other authority, shall:

          (a) subject Agent or any Lender to any tax of any kind whatsoever with respect to this Agreement or any Other Document or change the basis of taxation of payments to Agent or any Lender of principal, fees, interest or any other amount payable hereunder or under any Other Documents (except for changes in the rate of tax on the overall net income of Agent or any Lender by the jurisdiction in which it maintains its principal office);

          (b) impose, modify or hold applicable any reserve, special deposit, assessment or similar requirement against assets held by, or deposits in or for the account of, advances or loans by, or other credit extended by, any office of Agent or any Lender, including pursuant to Regulation D of the Board of Governors of the Federal Reserve System; or

          (c) impose on Agent or any Lender or the London interbank Eurodollar market any other condition with respect to this Agreement or any Other Document;

and the result of any of the foregoing is to increase the cost to Agent or any Lender of making, renewing or maintaining its Advances hereunder by an amount that Agent or such Lender deems to be material or to reduce the amount of any payment (whether of principal, interest or otherwise) in respect of any of the Advances by an amount that Agent or such Lender deems to be material, then, in any case Borrower shall promptly pay Agent or such Lender, upon its demand, such additional amount as will compensate Agent or such Lender for such additional cost or such reduction, as the case may be, provided that the foregoing shall not apply to increased costs which are reflected in the Eurodollar Rate, as the case may be. Agent or such Lender shall certify the amount of such additional cost or reduced amount to Borrower, and such certification shall be conclusive absent manifest error.

     3.8. Basis For Determining Interest Rate Inadequate or Unfair. In the event that Agent or any Lender shall have determined that:

          (a) reasonable means do not exist for ascertaining the Eurodollar Rate applicable pursuant to Section 2.2 hereof for any Interest Period; or

          (b) Dollar deposits in the relevant amount and for the relevant maturity are not available in the London interbank Eurodollar market, with respect to an outstanding Eurodollar Rate Loan, a proposed Eurodollar Rate Loan, or a proposed conversion of a Domestic Rate Loan into a Eurodollar Rate Loan,

then Agent shall give Borrower prompt written, telephonic or telegraphic notice of such determination. If such notice is given, (i) any such requested Eurodollar Rate Loan shall be made as a Domestic Rate Loan, unless Borrower shall notify Agent no later than 10:30 a.m. (New York City time) two (2) Business Days prior to the date of such proposed borrowing, that its request for such borrowing shall be cancelled or made as an unaffected type of Eurodollar Rate Loan, (ii) any Domestic Rate Loan or Eurodollar Rate Loan which was to have been converted to an affected type of Eurodollar Rate Loan shall be continued as or converted into a Domestic Rate Loan, or, if Borrower shall notify Agent, no later than 10:30 a.m. (New York City time) two (2) Business Days prior to the proposed conversion, shall be maintained as an

38

unaffected type of Eurodollar Rate Loan, and (iii) any outstanding affected Eurodollar Rate Loans shall be converted into a Domestic Rate Loan, or, if Borrower shall notify Agent, no later than 10:30 a.m. (New York City time) two (2) Business Days prior to the last Business Day of the then current Interest Period applicable to such affected Eurodollar Rate Loan, shall be converted into an unaffected type of Eurodollar Rate Loan, on the last Business Day of the then current Interest Period for such affected Eurodollar Rate Loans. Until such notice has been withdrawn, Lenders shall have no obligation to make an affected type of Eurodollar Rate Loan or maintain outstanding affected Eurodollar Rate Loans and Borrower shall not have the right to convert a Domestic Rate Loan or an unaffected type of Eurodollar Rate Loan into an affected type of Eurodollar Rate Loan.

     3.9. Capital Adequacy.

          (a) In the event that Agent or any Lender shall have determined that any Applicable Law, rule, regulation or guideline regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any Governmental Body, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Agent or any Lender (for purposes of this Section 3.9, the term “Lender” shall include Agent or any Lender and any corporation or bank controlling Agent or any Lender) and the office or branch where Agent or any Lender (as so defined) makes or maintains any Eurodollar Rate Loans with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on Agent or any Lender’s capital as a consequence of its obligations hereunder to a level below that which Agent or such Lender could have achieved but for such adoption, change or compliance (taking into consideration Agent’s and each Lender’s policies with respect to capital adequacy) by an amount deemed by Agent or any Lender to be material, then, from time to time, Borrower shall pay upon demand to Agent or such Lender such additional amount or amounts as will compensate Agent or such Lender for such reduction. In determining such amount or amounts, Agent or such Lender may use any reasonable averaging or attribution methods. The protection of this Section 3.9 shall be available to Agent and each Lender regardless of any possible contention of invalidity or inapplicability with respect to the Applicable Law, regulation or condition.

          (b) A certificate of Agent or such Lender setting forth such amount or amounts as shall be necessary to compensate Agent or such Lender with respect to Section 3.9(a) hereof when delivered to Borrower shall be conclusive absent manifest error.

     3.10. Gross Up for Taxes. If Borrower shall be required by Applicable Law to withhold or deduct any taxes from or in respect of any sum payable under this Agreement or any of the Other Documents to Agent, or any Lender, assignee of any Lender, or Participant (each, individually, a “Payee” and collectively, the “Payees”), (a) the sum payable to such Payee or Payees, as the case may be, shall be increased as may be necessary so that, after making all required withholding or deductions, the applicable Payee or Payees receives an amount equal to the sum it would have received had no such withholding or deductions been made (the “Gross- Up Payment”), (b) Borrower shall make such withholding or deductions, and (c) Borrower shall pay the full amount withheld or deducted to the relevant taxation authority or other authority in accordance with Applicable Law. Notwithstanding the foregoing, Borrower shall not be

39

obligated to make any portion of the Gross-Up Payment that is attributable to any withholding or deductions that would not have been paid or claimed had the applicable Payee or Payees properly claimed a complete exemption with respect thereto pursuant to Section 3.11 hereof.

     3.11. Withholding Tax Exemption.

          (a) Each Payee that is not incorporated under the Laws of the United States of America or a state thereof (and, upon the written request of Agent, each other Payee) agrees that it will deliver to Borrower and Agent two (2) duly completed appropriate valid Withholding Certificates (as defined under §1.1441-l(c)(16) of the Income Tax Regulations (“Regulations”)) certifying its status (i.e., U.S. or foreign person) and, if appropriate, making a claim of reduced, or exemption from, U.S. withholding tax on the basis of an income tax treaty or an exemption provided by the Code. The term “Withholding Certificate” means a Form W-9; a Form W- 8BEN; a Form W-8ECI; a Form W-8IMY and the related statements and certifications as required under §1.1441-1(e)(2) and/or (3) of the Regulations; a statement described in §1.871-14(c)(2)(v) of the Regulations; or any other certificates under the Code or Regulations that certify or establish the status of a payee or beneficial owner as a U.S. or foreign person.

          (b) Each Payee required to deliver to Borrower and Agent a valid Withholding Certificate pursuant to Section 3.11 (a) hereof shall deliver such valid Withholding Certificate as follows: (A) each Payee which is a parry hereto on the Closing Date shall deliver such valid Withholding Certificate at least five (5) Business Days prior to the first date on which any interest or fees are payable by Borrower hereunder for the account of such Payee; (B) each Payee shall deliver such valid Withholding Certificate at least five (5) Business Days before the effective date of such assignment or participation (unless Agent in its sole discretion shall permit such Payee to deliver such Withholding Certificate less than five (5) Business Days before such date in which case it shall be due on the date specified by Agent). Each Payee which so delivers a valid Withholding Certificate further undertakes to deliver to Borrower and Agent two (2) additional copies of such Withholding Certificate (or a successor form) on or before the date that such Withholding Certificate expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent Withholding Certificate so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by Borrower or Agent.

          (c) Notwithstanding the submission of a Withholding Certificate claiming a reduced rate of or exemption from U.S. withholding tax required under Section 3.11(b) hereof, Agent shall be entitled to withhold United States federal income taxes at the full 30% withholding rate if in its reasonable judgment it is required to do so under the due diligence requirements imposed upon a withholding agent under §1.1441-7(b) of the Regulations. Further, Agent is indemnified under §1.1461-l(e) of the Regulations against any claims and demands of any Payee for the amount of any tax it deducts and withholds in accordance with regulations under §1441 of the Code.

IV. COLLATERAL: GENERAL TERMS.

     4.1. Security Interest in the Collateral. To secure the prompt payment and performance to Agent and each Lender of the Obligations, Borrower hereby assigns, pledges and

40

grants to Agent for its benefit and for the ratable benefit of each Lender a continuing security interest in and to and Lien on all of its Collateral, whether now owned or existing or hereafter acquired or arising and wheresoever located. Borrower shall mark its books and records as may be necessary or appropriate to evidence, protect and perfect Agent’s security interest and shall cause its financial statements to reflect such security interest. Borrower shall promptly provide Agent with written notice of all commercial tort claims, such notice to contain the case title together with the applicable court and a brief description of the claim(s). Upon delivery of each such notice, Borrower shall be deemed to hereby grant to Agent a security interest and lien in and to such commercial tort claims and all proceeds thereof.

     4.2. Perfection of Security Interest. Borrower shall take all action that may be necessary or, in Agent’s reasonable judgment, desirable, or that Agent may reasonably request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s security interest in and Lien on the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (i) immediately discharging all Liens other than Permitted Encumbrances, (ii) obtaining Lien Waiver Agreements, (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral, (iv) entering into warehousing, lockbox and other custodial arrangements satisfactory to Agent, and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien under the Uniform Commercial Code or other Applicable Law. By its signature hereto, Borrower hereby authorizes Agent to file against Borrower, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code in form and substance satisfactory to Agent (which statements may have a description of collateral which is broader than that set forth herein). All charges, expenses and fees Agent may reasonably or necessarily incur in doing any of the foregoing, and any local taxes relating thereto, shall be charged to Borrower’s Account as a Revolving Advance of a Domestic Rate Loan and added to the Obligations, or, at Agent’s option, shall be paid to Agent for its benefit and for the ratable benefit of Lenders immediately upon demand.

     4.3. Disposition of Collateral. Borrower will safeguard and protect all Collateral for Agent’s general account and make no disposition thereof whether by sale, lease or otherwise except the disposition or transfer of obsolete and/or worn-out Equipment in the Ordinary Course of Business during any fiscal year having an aggregate fair market value of not more than $500,000.

     4.4. Preservation of Collateral. Following Default or Event of Default, in addition to the rights and remedies set forth in Section 11.1 hereof, Agent: (a) may at any time take such steps as Agent deems necessary to protect Agent’s interest in and to preserve the Collateral, including the hiring of such security guards or the placing of other security protection measures as Agent may deem appropriate; (b) may employ and maintain at any of Borrower’s premises a custodian who shall have full authority to do all acts necessary to protect Agent’s interests in the Collateral; (c) may lease warehouse facilities to which Agent may move all or part of the

41

Collateral; (d) may use Borrower’s owned or leased lifts, hoists, trucks and other facilities or equipment for handling or removing the Collateral; and (e) shall have, and is hereby granted, a right of ingress and egress to the places where the Collateral is located, and may proceed over and through any of Borrower’s owned or leased property. Borrower shall cooperate fully with all of Agent’s efforts to preserve the Collateral and will take such actions to preserve the Collateral as Agent may direct. All of Agent’s expenses of preserving the Collateral, including any expenses relating to the bonding of a custodian, shall be charged to Borrower’s Account as a Revolving Advance and added to the Obligations.

     4.5. Ownership of Collateral.

          (a) With respect to the Collateral, at the time the Collateral becomes subject to Agent’s security interest: (i) Borrower shall be the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest in each and every item of the its respective Collateral to Agent; and, except for Permitted Encumbrances the Collateral shall be free and clear of all Liens and encumbrances whatsoever; (ii) each document and agreement executed by Borrower or delivered to Agent or any Lender in connection with this Agreement shall be true and correct in all respects; (iii) all signatures and endorsements of Borrower that appear on such documents and agreements shall be genuine and Borrower shall have full capacity to execute same; and (iv) Borrower’s Equipment and Inventory shall be located as set forth on Schedule 4.5 and shall not be removed from such location(s) without the prior written consent of Agent except with respect to Equipment to the extent permitted in Section 4.3 hereof.

          (b) (i) There is no location at which Borrower has any material Inventory (except for Inventory in transit, laptop computers and related equipment that Borrower permits employees to use at an off-site location) other than those locations listed on Schedule 4.5; (ii) Schedule 4.5 hereto contains a correct and complete list, as of the Closing Date, of the legal names and addresses of each warehouse at which Inventory of Borrower is stored; (iii) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of (A) each place of business of Borrower and (B) the chief executive office of Borrower; and (iv) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of the location, by state and street address, of all Real Property owned or leased by Borrower, together with the names and addresses of any landlords.

     4.6. Defense of Agent’s and Lenders’ Interests. Until (a) payment and performance in full of all of the Obligations and (b) termination of this Agreement, Agent’s interests in the Collateral shall continue in full force and effect. During such period Borrower shall not, without Agent’s prior written consent, pledge, sell (except Equipment to the extent permitted in Section 4.3 hereof), assign, transfer, create or suffer to exist a Lien upon or encumber or allow or suffer to be encumbered in any way except for Permitted Encumbrances, any part of the Collateral. Borrower shall defend Agent’s interests in the Collateral against any and all Persons whatsoever. At any time following demand by Agent for payment of all Obligations, Agent shall have the right to take possession of the indicia of the Collateral and the Collateral in whatever physical form contained, including: labels, stationery, documents, instruments and advertising materials. If Agent exercises this right to take possession of the Collateral, Borrower shall, upon demand, assemble it in the best manner possible and make it available to Agent at a place reasonably

42

convenient to Agent. In addition, with respect to all Collateral, Agent and Lenders shall be entitled to all of the rights and remedies set forth herein and further provided by the Uniform Commercial Code or other Applicable Law. Borrower shall, and Agent may, at its option, instruct all suppliers, carriers, forwarders, warehousers or others receiving or holding cash, checks, Inventory, documents or instruments in which Agent holds a security interest to deliver same to Agent and/or subject to Agent’s order and if they shall come into Borrower’s possession, they, and each of them, shall be held by Borrower in trust as Agent’s trustee, and Borrower will immediately deliver them to Agent in their original form together with any necessary endorsement.

     4.7. Books and Records. Borrower shall (a) keep proper books of record and account in which full, true and correct entries will be made of all dealings or transactions of or in relation to its business and affairs; (b) set up on its books accruals with respect to all taxes, assessments, charges, levies and claims; and (c) on a reasonably current basis set up on its books, from its earnings, allowances against doubtful Receivables, advances and investments and all other proper accruals (including by reason of enumeration, accruals for premiums, if any, due on required payments and accruals for depreciation, obsolescence, or amortization of properties), which should be set aside from such earnings in connection with its business. All determinations pursuant to this subsection shall be made in accordance with, or as required by, GAAP consistently applied in the opinion of such independent public accountant as shall then be regularly engaged by Borrower.

     4.8. Financial Disclosure. Borrower hereby irrevocably authorizes and directs all accountants and auditors employed by Borrower, at any time during the Term after Agent and/or any Lender obtains the consent of Borrower, to disclose and exhibit and deliver to Agent and each Lender copies of Borrower’s financial statements and such other information Agent may reasonably request from time to time. Borrower hereby authorizes all Governmental Bodies to furnish to Agent and each Lender copies of reports or examinations relating to Borrower, whether made by Borrower or otherwise; however, Agent and each Lender will attempt to obtain such information or materials directly from Borrower prior to obtaining such information or materials from such accountants or Governmental Bodies.

     4.9. Compliance with Laws. Borrower shall comply in all material respects with all Applicable Laws with respect to the Collateral or any part thereof or to the operation of Borrower’s business the non-compliance with which could reasonably be expected to have a Material Adverse Effect. Borrower may, however, contest or dispute any Applicable Laws in any reasonable manner, provided that any related Lien is inchoate or stayed and sufficient reserves are established to the reasonable satisfaction of Agent to protect Agent’s Lien on or security interest in the Collateral. The assets of Borrower at all times shall be maintained in accordance with the requirements of all insurance carriers which provide insurance with respect to the assets of Borrower so that such insurance shall remain in full force and effect.

     4.10. Inspection of Premises. At all reasonable times Agent and each Lender shall have full access to and the right to audit, check, inspect and make abstracts and copies from Borrower’s books, records, audits, correspondence and all other papers relating to the Collateral and the operation of Borrower’s business. Agent, any Lender and their agents may enter upon any of Borrower’s premises at any time during business hours and at any other reasonable time,

43

and from time to time, for the purpose of inspecting the Collateral and any and all records pertaining thereto and the operation of Borrower’s business.

     4.11. Insurance. The assets and properties of Borrower at all times shall be maintained in accordance with the requirements of all insurance carriers which provide insurance with respect to the assets and properties of Borrower so that such insurance shall remain in full force and effect. Borrower shall bear the full risk of any loss of any nature whatsoever with respect to the Collateral. At Borrower’s own cost and expense in amounts and with carriers acceptable to Agent, Borrower shall (a) keep all its insurable properties and properties in which Borrower has an interest insured against the hazards of fire, flood, those hazards covered by extended coverage insurance and such other hazards, and for such amounts, as is customary in the case of companies engaged in businesses similar to Borrower’s including business interruption insurance; (b) maintain a bond in such amounts as is customary in the case of companies engaged in businesses similar to Borrower insuring against larceny, embezzlement or other criminal misappropriation of insured’s officers and employees who may either singly or jointly with others at any time have access to the assets or funds of Borrower either directly or through authority to draw upon such funds or to direct generally the disposition of such assets; (c) maintain public and product liability insurance against claims for personal injury, death or property damage suffered by others; (d) maintain all such worker’s compensation or similar insurance as may be required under the laws of any state or jurisdiction in which Borrower is engaged in business; (e) furnish Agent with (i) copies of all policies and evidence of the maintenance of such policies by the renewal thereof at least thirty (30) days before any expiration date, and (ii) appropriate loss payable endorsements in form and substance satisfactory to Agent, naming Agent as a co-insured and loss payee as its interests may appear with respect to all insurance coverage referred to in clauses (a) and (c) above, and providing (A) that all proceeds thereunder shall be payable to Agent, (B) no such insurance shall be affected by any act or neglect of the insured or owner of the property described in such policy, and (C) that such policy and loss payable clauses may not be cancelled, amended or terminated unless at least thirty (30) days’ prior written notice is given to Agent. In the event of any loss thereunder, the carriers named therein hereby are directed by Agent and Borrower to make payment for such loss to Agent and not to Borrower and Agent jointly. If any insurance losses are paid by check, draft or other instrument payable to Borrower and Agent jointly, Agent may endorse Borrower’s name thereon and do such other things as Agent may deem advisable to reduce the same to cash. Agent is hereby authorized to adjust and compromise claims under insurance coverage referred to in clauses (a) and (b) above. All loss recoveries received by Agent upon any such insurance may be applied to the Obligations, in such order as Agent in its sole discretion shall determine. Any surplus shall be paid by Agent to Borrower or applied as may be otherwise required by law. Any deficiency thereon shall be paid by Borrower to Agent, on demand.

     4.12. Failure to Pay Insurance. If Borrower fails to obtain insurance as hereinabove provided, or to keep the same in force, Agent, if Agent so elects, may obtain such insurance and pay the premium therefor on behalf of Borrower, and charge Borrower’s Account therefor as a Revolving Advance of a Domestic Rate Loan and such expenses so paid shall be part of the Obligations.

44

     4.13. Payment of Taxes. Borrower will pay, when due, all taxes, assessments and other Charges lawfully levied or assessed upon Borrower or any of the Collateral including real and personal property taxes, assessments and charges and all franchise, income, employment, social security benefits, withholding, and sales taxes. If any tax by any Governmental Body is or may be imposed on or as a result of any transaction between Borrower and Agent or any Lender which Agent or any Lender may be required to withhold or pay or if any taxes, assessments, or other Charges remain unpaid after the date fixed for their payment, or if any claim shall be made which, in Agent’s or any Lender’s reasonable judgment, may possibly create a valid Lien on the Collateral, Agent may, but only during such periods after an Event of Default has occurred and is continuing, without notice to Borrower pay the taxes, assessments or other Charges and Borrower hereby indemnifies and holds Agent and each Lender harmless in respect thereof. Agent will not pay any taxes, assessments or Charges to the extent that Borrower has contested or disputed those taxes, assessments or Charges in good faith, by expeditious protest, administrative or judicial appeal or similar proceeding provided that any related tax lien is stayed and sufficient reserves are established to the reasonable satisfaction of Agent to protect Agent’s security interest in or Lien on the Collateral. The amount of any payment by Agent under this Section 4.13 shall be charged to Borrower’s Account as a Revolving Advance and added to the Obligations and, until Borrower shall furnish Agent with an indemnity therefor (or supply Agent with evidence satisfactory to Agent that due provision for the payment thereof has been made), Agent may hold without interest any balance standing to Borrower’s credit and Agent shall retain its security interest in and Lien on any and all Collateral held by Agent.

     4.14. Payment of Leasehold Obligations. Borrower shall at all times pay, when and as due, its rental obligations under all leases under which it is a tenant, and shall otherwise comply, in all material respects, with all other terms of such leases and keep them in full force and effect and, at Agent’s request will provide evidence of having done so.

     4.15. Receivables.

          (a) Nature of Receivables. Each of the Receivables shall be a bona fide and valid account representing a bona fide indebtedness incurred by the Customer therein named, for a fixed sum as set forth in the invoice relating thereto (provided immaterial or unintentional invoice errors shall not be deemed to be a breach hereof) with respect to an absolute sale or lease and delivery of goods upon stated terms of Borrower, or work, labor or services theretofore rendered by Borrower as of the date each Receivable is created. Same shall be due and owing in accordance with Borrower’s standard terms of sale without dispute, setoff or counterclaim except as may be stated on the accounts receivable schedules delivered by Borrower to Agent.

          (b) Solvency of Customers. Each Customer, to the best of Borrower’s knowledge, as of the date each Receivable is created, is and will be solvent and able to pay all Receivables on which the Customer is obligated in full when due or with respect to such Customers of Borrower who are not solvent Borrower has set up on its books and in its financial records bad debt reserves adequate to cover such Receivables.

          (c) Location of Borrower. Borrower’s chief executive office is located at 610 West Germantown Pike, Plymouth Meeting, Pennsylvania 19462. Until written notice is given

45

to Agent by Borrower of any other office at which Borrower keeps its records pertaining to Receivables, all such records shall be kept at such executive office.

          (d) Collection of Receivables. Until Borrower’s authority to do so is terminated by Agent (which notice Agent may give at any time following the occurrence of an Event of Default), Borrower will, at Borrower’s sole cost and expense, but on Agent’s behalf and for Agent’s account, collect as Agent’s property and in trust for Agent all amounts received on Receivables, and shall not commingle such collections with Borrower’s funds or use the same except to pay Obligations. Borrower shall deposit in the Blocked Account or, upon request by Agent, deliver to Agent, in original form and on the date of receipt thereof, all checks, drafts, notes, money orders, acceptances, cash and other evidences of Indebtedness.

          (e) Notification of Assignment of Receivables. At any time during the existence of an Event of Default, Agent shall have the right to send notice of the assignment of, and Agent’s security interest in and Lien on, the Receivables to any and all Customers or any third party holding or otherwise concerned with any of the Collateral. Thereafter, Agent shall have the sole right to collect the Receivables, take possession of the Collateral, or both. Agent’s actual collection expenses, including, but not limited to, stationery and postage, telephone and telegraph, secretarial and clerical expenses and the salaries of any collection personnel used for collection, may be charged to Borrower’s Account and added to the Obligations.

          (f) Power of Agent to Act on Borrower’s Behalf. Agent shall have the right to receive, endorse, assign and/or deliver in the name of Agent or Borrower any and all checks, drafts and other instruments for the payment of money relating to the Receivables, and Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Borrower hereby constitutes Agent or Agent’s designee as Borrower’s attorney with power (A) at any time (i) to endorse Borrower’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral; (ii) to sign Borrower’s name on all financing statements or any other documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s interest in the Collateral and to file same and (iii) to do all other acts and things necessary to carry out the foregoing; (B) at any time following an Event of Default and so long as it is continuing (i) to demand payment of the Receivables; (ii) to enforce payment of the Receivables by legal proceedings or otherwise; (iii) to sign Borrower’s name on any invoice or bill of lading relating to any of the Receivables, drafts against Customers, assignments and verifications of Receivables; (iv) to send verifications of Receivables to any Customer; (v) to exercise all of Borrower’s rights and remedies with respect to the collection of the Receivables and any other Collateral; (vi) to settle, adjust, compromise, extend or renew the Receivables; (vii) to settle, adjust or compromise any legal proceedings brought to collect Receivables; (viii) to prepare, file and sign Borrower’s name on a proof of claim in bankruptcy or similar document against any Customer; (ix) to prepare, file and sign Borrower’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables; and (x) to do all other acts and things necessary to carry out the foregoing. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done maliciously or with gross (not mere) negligence (as determined by a court of competent jurisdiction in a final non-appealable judgment); this power being coupled with an interest is irrevocable while any of the Obligations remain unpaid. Agent shall have the

46

right at any time to change the address for delivery of mail addressed to Borrower to such address as Agent may designate and to receive, open and dispose of all mail addressed to Borrower.

          (g) No Liability. Neither Agent nor any Lender shall, under any circumstances or in any event whatsoever, have any liability for any error or omission or delay of any kind occurring in the settlement, collection or payment of any of the Receivables or any instrument received in payment thereof, or for any damage resulting therefrom. Following the occurrence of an Event of Default or Default Agent may, without notice or consent from Borrower, sue upon or otherwise collect, extend the time of payment of, compromise or settle for cash, credit or upon any terms any of the Receivables or any other securities, instruments or insurance applicable thereto and/or release any obligor thereof. Agent is authorized and empowered to accept following the occurrence of an Event of Default or Default the return of the goods represented by any of the Receivables, without notice to or consent by Borrower, all without discharging or in any way affecting Borrower’s liability hereunder.

          (h) Establishment of a Lockbox Account, Dominion Account. All proceeds of Collateral (not including those investigator and/or escrow funds set forth in the proviso of the definition of “Collateral”) shall be deposited by Borrower into either (i) a lockbox account, dominion account or such other “blocked account” (“Blocked Accounts”) established at a bank or banks (each such bank, a “Blocked Account Bank”) pursuant to an arrangement with such Blocked Account Bank as may be selected by Borrower and be acceptable to Agent or (ii) depository accounts (“Depository Accounts”) established at the Agent for the deposit of such proceeds. Borrower, Agent and each Blocked Account Bank shall enter into a deposit account control agreement in form and substance satisfactory to Agent directing such Blocked Account Bank to transfer such funds so deposited to Agent, either to any account maintained by Agent at said Blocked Account Bank or by wire transfer to appropriate account(s) of Agent. All funds deposited in such Blocked Accounts shall immediately become the property of Agent and Borrower shall obtain the agreement by such Blocked Account Bank to waive any offset rights against the funds so deposited. Neither Agent nor any Lender assumes any responsibility for such blocked account arrangement, including any claim of accord and satisfaction or release with respect to deposits accepted by any Blocked Account Bank thereunder. All deposit accounts and investment accounts of Borrower and its Subsidiaries are set forth on Schedule 4.15(h).

          (i) Adjustments. Borrower will not, without Agent’s consent, compromise or adjust any material amount of the Receivables (or extend the time for payment thereof) or accept any material returns of merchandise or grant any additional discounts, allowances or credits thereon except for those compromises, adjustments, returns, discounts, credits and allowances as have been heretofore customary in the business of Borrower.

     4.16. Inventory. To the extent Inventory held for sale or lease has been produced by Borrower, it has been and will be produced by Borrower in accordance with the Federal Fair Labor Standards Act of 1938, as amended, and all rules, regulations and orders thereunder.

     4.17. Maintenance of Equipment. The Equipment shall be maintained in good operating condition and repair (reasonable wear and tear excepted) and all necessary replacements of and repairs thereto shall be made so that the value and operating efficiency of

47

the Equipment shall be maintained and preserved. Borrower shall not use or operate the Equipment in violation of any law, statute, ordinance, code, rule or regulation. Borrower shall have the right to sell Equipment to the extent set forth in Section 4.3 hereof.

     4.18. Exculpation of Liability. Nothing herein contained shall be construed to constitute Agent or any Lender as Borrower’s agent for any purpose whatsoever, nor shall Agent or any Lender be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral wherever the same may be located and regardless of the cause thereof. Neither Agent nor any Lender, whether by anything herein or in any assignment or otherwise, assume any of Borrower’s obligations under any contract or agreement assigned to Agent or such Lender, and neither Agent nor any Lender shall be responsible in any way for the performance by Borrower of any of the terms and conditions thereof.

     4.19. Environmental Matters.

          (a) Borrower shall ensure that the Real Property and all operations and businesses conducted thereon remains in compliance with all Environmental Laws and they shall not place or permit to be placed any Hazardous Substances on any Real Property except as permitted by Applicable Law or appropriate governmental authorities.

          (b) Borrower shall establish and maintain a system to assure and monitor continued compliance with all applicable Environmental Laws which system shall include periodic reviews of such compliance.

          (c) Borrower shall (i) employ in connection with the use of the Real Property appropriate technology necessary to maintain compliance with any applicable Environmental Laws and (ii) dispose of any and all Hazardous Waste generated at the Real Property only at facilities and with carriers that maintain valid permits under RCRA and any other applicable Environmental Laws. Borrower shall use its best efforts to obtain certificates of disposal, such as hazardous waste manifest receipts, from all treatment, transport, storage or disposal facilities or operators employed by Borrower in connection with the transport or disposal of any Hazardous Waste generated at the Real Property.

          (d) In the event Borrower obtains, gives or receives notice of any Release or threat of Release of a reportable quantity of any Hazardous Substances at the Real Property (any such event being hereinafter referred to as a “Hazardous Discharge”) or receives any notice of violation, request for information or notification that it is potentially responsible for investigation or cleanup of environmental conditions at the Real Property, demand letter or complaint, order, citation, or other written notice with regard to any Hazardous Discharge or violation of Environmental Laws affecting the Real Property or Borrower’s interest therein (any of the foregoing is referred to herein as an “Environmental Complaint”) from any Person, including any state agency responsible in whole or in part for environmental matters in the state in which the Real Property is located or the United States Environmental Protection Agency (any such person or entity hereinafter the “Authority”), then Borrower shall, within five (5) Business Days, give written notice of same to Agent detailing facts and circumstances of which Borrower is aware giving rise to the Hazardous Discharge or Environmental Complaint. Such information is to be provided to allow Agent to protect its security interest in and Lien on the Real Property and the

48

Collateral and is not intended to create nor shall it create any obligation upon Agent or any Lender with respect thereto.

          (e) Borrower shall promptly forward to Agent copies of any request for information, notification of potential liability, demand letter relating to potential responsibility with respect to the investigation or cleanup of Hazardous Substances at any other site owned, operated or used by Borrower to dispose of Hazardous Substances and shall continue to forward copies of correspondence between Borrower and the Authority regarding such claims to Agent until the claim is settled. Borrower shall promptly forward to Agent copies of all documents and reports concerning a Hazardous Discharge at the Real Property that Borrower is required to file under any Environmental Laws. Such information is to be provided solely to allow Agent to protect Agent’s security interest in and Lien on the Real Property and the Collateral.

          (f) Borrower shall respond promptly to any Hazardous Discharge or Environmental Complaint and take all necessary action in order to safeguard the health of any Person and to avoid subjecting the Collateral or Real Property to any Lien. If Borrower shall fail to respond promptly to any Hazardous Discharge or Environmental Complaint or Borrower shall fail to comply with any of the requirements of any Environmental Laws, Agent on behalf of Lenders may, but without the obligation to do so, for the sole purpose of protecting Agent’s interest in the Collateral: (A) give such notices or (B) enter onto the Real Property (or authorize third parties to enter onto the Real Property) and take such actions as Agent (or such third parties as directed by Agent) deem reasonably necessary or advisable, to clean up, remove, mitigate or otherwise deal with any such Hazardous Discharge or Environmental Complaint. All reasonable costs and expenses incurred by Agent and Lenders (or such third parties) in the exercise of any such rights, including any sums paid in connection with any judicial or administrative investigation or proceedings, fines and penalties, together with interest thereon from the date expended at the Default Rate for Domestic Rate Loans constituting Revolving Advances shall be paid upon demand by Borrower, and until paid shall be added to and become a part of the Obligations secured by the Liens created by the terms of this Agreement or any other agreement between Agent, any Lender and Borrower.

          (g) Promptly upon the written request of Agent from time to time, Borrower shall provide Agent, at Borrower’s expense, with an environmental site assessment or environmental audit report prepared by an environmental engineering firm acceptable in the reasonable opinion of Agent, to assess with a reasonable degree of certainty the existence of a Hazardous Discharge and the potential costs in connection with abatement, cleanup and removal of any Hazardous Substances found on, under, at or within the Real Property. Any report or investigation of such Hazardous Discharge proposed and acceptable to an appropriate Authority that is charged to oversee the clean-up of such Hazardous Discharge shall be acceptable to Agent. If such estimates, individually or in the aggregate, exceed $100,000, Agent shall have the right to require Borrower to post a bond, letter of credit or other security reasonably satisfactory to Agent to secure payment of these costs and expenses.

          (h) Borrower shall defend and indemnify Agent and Lenders and hold Agent, Lenders and their respective employees, agents, directors and officers harmless from and against all loss, liability, damage and expense, claims, costs, fines and penalties, including attorney’s fees, suffered or incurred by Agent or Lenders under or on account of any Environmental Laws,

49

including the assertion of any Lien thereunder, with respect to any Hazardous Discharge, the presence of any Hazardous Substances affecting the Real Property, whether or not the same originates or emerges from the Real Property or any contiguous real estate, including any loss of value of the Real Property as a result of the foregoing except to the extent such loss, liability, damage and expense is attributable to any Hazardous Discharge resulting from actions on the part of Agent or any Lender. Borrower’s obligations under this Section 4.19 shall arise upon the discovery of the presence of any Hazardous Substances at the Real Property, whether or not any federal, state, or local environmental agency has taken or threatened any action in connection with the presence of any Hazardous Substances. Borrower’s obligation and the indemnifications hereunder shall survive the termination of this Agreement.

          (i) For purposes of Section 4.19 and 5.7, all references to Real Property shall be deemed to include all of Borrower’s right, title and interest in and to its owned and leased premises.

     4.20. Financing Statements. Except as respects the financing statements filed by Agent and the financing statements described on Schedule 1.2, no financing statement covering any of the Collateral or any proceeds thereof is on file in any public office.

V. REPRESENTATIONS AND WARRANTIES.

     Borrower represents and warrants as follows:

     5.1. Authority. Borrower has full power, authority and legal right to enter into this Agreement and the Other Documents and to perform all its respective Obligations hereunder and thereunder. This Agreement, the Subordination Agreement and the Other Documents have been duly executed and delivered by Borrower, and this Agreement, the Subordination Agreement and the Other Documents constitute the legal, valid and binding obligation of Borrower enforceable in accordance with their terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors’ rights generally. The execution, delivery and performance of this Agreement and of the Other Documents (a) are within Borrower’s corporate powers, have been duly authorized by all necessary corporate action, are not in contravention of law or the terms of Borrower’s by-laws, certificate of incorporation of other applicable documents relating to Borrower’s formation or to the conduct of Borrower’s business or of any material agreement or undertaking to which Borrower is a party or by which Borrower is bound, including the Subordinated Loan Documentation, (b) will not conflict with or violate any law or regulation, or any judgment, order or decree of any Governmental Body, (c) will not require the Consent of any Governmental Body or any other Person, except those Consents set forth on Schedule 5.1 hereto, all of which will have been duly obtained, made or compiled prior to the Closing Date and which are in full force and effect and (d) will not conflict with, nor result in any breach in any of the provisions of or constitute a default under or result in the creation of any Lien except Permitted Encumbrances upon any asset of Borrower under the provisions of any agreement, charter document, instrument, by-law or other instrument to which Borrower is a party or by which it or its property is bound, including under the provisions of the Subordinated Loan Documentation.

50

     5.2. Formation and Qualification.

          (a) Borrower is duly incorporated and in good standing under the laws of the state listed on Schedule 5.2(a) and is qualified to do business and is in good standing in the states listed on Schedule 5.2(a) which constitute all states in which qualification and good standing are necessary for Borrower to conduct its business and own its property and where the failure to so qualify could reasonably be expected to have a Material Adverse Effect. Borrower has delivered to Agent true and complete copies of its certificate of incorporation and by-laws and will promptly notify Agent of any amendment or changes thereto.

          (b) The only Subsidiaries of Borrower are listed on Schedule 5.2(b).

     5.3. Survival of Representations and Warranties. All representations and warranties of Borrower contained in this Agreement and the Other Documents shall be true at the time of Borrower’s execution of this Agreement and the Other Documents, and shall survive the execution, delivery and acceptance thereof by the parties thereto and the closing of the transactions described therein or related thereto.

     5.4. Tax Returns. Borrower’s federal tax identification number is set forth on Schedule 5.4. Borrower has filed all federal, state and local tax returns and other reports it is required by law to file and has paid all taxes, assessments, fees and other governmental charges that are due and payable. To the best of Borrower’s knowledge, the provision for taxes on the books of Borrower is adequate for all years not closed by applicable statutes, and for its current fiscal year, and Borrower has no knowledge of any deficiency or additional assessment in connection therewith not provided for on its books.

     5.5. Financial Statements. The consolidated balance sheets of Borrower, its Subsidiaries and such other Persons described therein as of June 30, 2006, and the related statements of income and changes in cash flow for the period ended on such date, copies of which have been delivered to Agent, have been prepared in accordance with GAAP, consistently applied (except for changes in application in which such accountants concur, ordinary year-end adjustments and footnotes) and present fairly the financial position of Borrower and its Subsidiaries at such date and the results of their operations for such period. Since June 30, 2006 there has been no change in the condition, financial or otherwise, of Borrower or its Subsidiaries as shown on the consolidated balance sheet as of such date and no change in the aggregate value of the assets owned by Borrower and its Subsidiaries, except changes in the Ordinary Course of Business, none of which individually or in the aggregate has been materially adverse.

     5.6. Entity Name. Borrower has not been known by any other corporate name in the past five years and does not conduct business under any other name except as set forth on Schedule 5.6, nor has Borrower been the surviving corporation of a merger or consolidation or acquired all or substantially all of the assets of any Person (other than with regard to the Subsidiaries listed on Schedule 5.2(b)) during the preceding five (5) years.

     5.7. O.S.H.A. and Environmental Compliance.

          (a) Borrower has duly complied with, and its facilities, business, assets, property, leaseholds, Real Property and Equipment are in compliance in all material respects

51

with, the provisions of the Federal Occupational Safety and Health Act, the Environmental Protection Act, RCRA and all other Environmental Laws; there have been no outstanding citations, notices or orders of non-compliance issued to Borrower or relating to its business, assets, property, leaseholds or Equipment under any such laws, rules or regulations.

          (b) Borrower has been issued all required federal, state and local licenses, certificates or permits relating to all applicable Environmental Laws.

          (c) (i) There are no visible signs of releases, spills, discharges, leaks or disposal (collectively referred to as “Releases”) of Hazardous Substances at, upon, under or within any Real Property or any premises leased by Borrower; (ii) to the best of Borrower’s knowledge, there are no underground storage tanks or polychlorinated biphenyls on the Real Property or any premises leased by Borrower; (iii) to the best of Borrower’s knowledge, neither the Real Property nor any premises leased by Borrower has ever been used as a treatment, storage or disposal facility of Hazardous Waste; and (iv) no Hazardous Substances are present on the Real Property or any premises leased by Borrower, excepting such quantities as are handled in accordance with all applicable manufacturer’s instructions and governmental regulations and in proper storage containers and as are necessary for the operation of the commercial business of Borrower or of its tenants.

     5.8. Solvency; No Litigation, Violation, Indebtedness or Default.

          (a) Borrower is solvent, able to pay its debts as they mature, has capital sufficient to carry on its business and all businesses in which it is about to engage, and (i) as of the Closing Date, the fair present saleable value of its assets, calculated on a going concern basis, is in excess of the amount of its liabilities and (ii) subsequent to the Closing Date, the fair saleable value of its assets (calculated on a going concern basis) will be in excess of the amount of its liabilities.

          (b) Except as disclosed in Schedule 5.8(b), Borrower has no (i) pending or threatened litigation, arbitration, actions or proceedings which involve the possibility of having a Material Adverse Effect, and (ii) liabilities or indebtedness for borrowed money other than the Obligations.

          (c) Borrower is not in violation of any applicable statute, law, rule, regulation or ordinance in any respect which could reasonably be expected to have a Material Adverse Effect, nor is Borrower in violation of any order of any court, Governmental Body or arbitration board or tribunal.

          (d) Neither Borrower nor any member of the Controlled Group maintains or contributes to any Plan other than those listed on Schedule 5.8(d) hereto: (i) No Plan has incurred any “accumulated funding deficiency,” as defined in Section 302(a)(2) of ERISA and Section 412(a) of the Code, whether or not waived, and Borrower and each member of the Controlled Group has met all applicable minimum funding requirements under Section 302 of ERISA in respect of each Plan; (ii) each Plan which is intended to be a qualified plan under Section 401 (a) of the Code as currently in effect has been determined by the Internal Revenue Service to be qualified under Section 401 (a) of the Code and the trust related thereto is exempt from federal

52

income tax under Section 501(a) of the Code; (iii) neither Borrower nor any member of the Controlled Group has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due which are unpaid; (iv) no Plan has been terminated by the plan administrator thereof nor by the PBGC, and there is no occurrence which would cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Plan; (v) at this time, the current value of the assets of each Plan exceeds the present value of the accrued benefits and other liabilities of such Plan and neither Borrower nor any member of the Controlled Group knows of any facts or circumstances which would materially change the value of such assets and accrued benefits and other liabilities; (vi) neither Borrower nor any member of the Controlled Group has breached any of the responsibilities, obligations or duties imposed on it by ERISA with respect to any Plan; (vii) neither Borrower nor any member of a Controlled Group has incurred any liability for any excise tax arising under Section 4972 or 4980B of the Code, and no fact exists which could give rise to any such liability; (viii) neither Borrower nor any member of the Controlled Group nor any fiduciary of, nor any trustee to, any Plan, has engaged in a “prohibited transaction” described in Section 406 of the ERISA or Section 4975 of the Code nor taken any action which would constitute or result in a Termination Event with respect to any such which is subject to ERISA; (ix) Borrower and each member of the Controlled Group has made all contributions due and payable with respect to each Plan; (x) there exists no event described in Section 4043(b) of ERISA, for which the thirty (30) day notice period has not been waived; (xi) neither Borrower nor any member of the Controlled Group has any fiduciary responsibility for investments with respect to any plan existing for the benefit of persons other than employees or former employees of Borrower and any member of the Controlled Group; (xii) neither Borrower nor any member of the Controlled Group maintains or contributes to any Plan which provides health, accident or life insurance benefits to former employees, their spouses or dependents, other than in accordance with Section 4980B of the Code; (xiii) neither Borrower nor any member of the Controlled Group has withdrawn, completely or partially, from any Multiemployer Plan so as to incur liability under the Multiemployer Pension Plan Amendments Act of 1980 and there exists no fact which would reasonably be expected to result in any such liability; and (xiv) no Plan fiduciary (as defined in Section 3(21) of ERISA) has any liability for breach of fiduciary duty or for any failure in connection with the administration or investment of the assets of a Plan.

     5.9. Patents, Trademarks, Copyrights and Licenses. All patents, patent applications, trademarks, trademark applications, service marks, service mark applications, material copyrights, copyright applications, design rights, tradenames, assumed names, material trade secrets and licenses owned or utilized by Borrower are set forth on Schedule 5.9, are valid and have been duly registered or filed with all appropriate Governmental Bodies and constitute all of the intellectual property rights which are necessary for the operation of its business; there is no objection to or pending challenge to the validity of any such patent, trademark, copyright, design rights, tradename, trade secret or license and Borrower is not aware of any grounds for any challenge, except as set forth in Schedule 5.9 hereto. Each patent, patent application, patent license, trademark, trademark application, trademark license, service mark, service mark application, service mark license, design rights, copyright, copyright application and copyright license owned or held by Borrower and all trade secrets used by Borrower consist of original material or property developed by Borrower or was lawfully acquired by Borrower from the proper and lawful owner thereof. Each of such items has been maintained so as to preserve the value thereof from the date of creation or acquisition thereof. With respect to all software used

53

by Borrower, to the extent usual or customary, Borrower is in possession of all source and object codes related to each piece of software or is the beneficiary of a source code escrow agreement, each such source code escrow agreement being listed on Schedule 5.9 hereto.

     5.10. Licenses and Permits. Except as set forth in Schedule 5.10, Borrower (a) is in compliance with and (b) has procured and is now in possession of, all material licenses or permits required by any applicable federal, state, provincial or local law, rule or regulation for the operation of its business in each jurisdiction wherein it is now conducting or proposes to conduct business and where the failure to procure such licenses or permits could have a Material Adverse Effect.

     5.11. Default of Indebtedness. Borrower is not in default in the payment of the principal of or interest on any Indebtedness or under any instrument or agreement under or subject to which any Indebtedness has been issued and no event has occurred under the provisions of any such instrument or agreement which with or without the lapse of time or the giving of notice, or both, constitutes or would constitute an event of default thereunder.

     5.12. No Default. Borrower is not in default in the payment or performance of any of its contractual obligations and no Default has occurred.

     5.13. No Burdensome Restrictions. Borrower is not party to any contract or agreement the performance of which could have a Material Adverse Effect. Borrower has heretofore delivered to Agent true and complete copies of all material contracts to which it is a party or to which it or any of its properties is subject. Borrower has not agreed or consented to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien which is not a Permitted Encumbrance.

     5.14. No Labor Disputes. Borrower is not involved in any labor dispute; there are no strikes or walkouts or union organization of Borrower’s employees threatened or in existence and no labor contract is scheduled to expire during the Term other than as set forth on Schedule 5.14 hereto.

     5.15. Margin Regulations. Borrower is not engaged, nor will it engage, principally or as one of its important activities, in the business of extending credit for the purpose of “purchasing” or “carrying” any “margin stock” within the respective meanings of each of the quoted terms under Regulation U of the Board of Governors of the Federal Reserve System as now and from time to time hereafter in effect. No part of the proceeds of any Advance will be used for “purchasing” or “carrying” “margin stock” as defined in Regulation U of such Board of Governors.

     5.16. Investment Company Act. Borrower is not an “investment company” registered or required to be registered under the Investment Company Act of 1940, as amended, nor is it controlled by such a company.

     5.17. Disclosure. No representation or warranty made by Borrower in this Agreement, the Subordinated Loan Documentation or in any financial statement, report, certificate or any other document furnished in connection herewith or therewith contains any untrue statement of a

54

material fact or omits to state any material fact necessary to make the statements herein or therein not misleading. There is no fact known to Borrower or which reasonably should be known to Borrower which Borrower has not disclosed to Agent in writing with respect to the transactions contemplated by the Subordinated Loan Documentation or this Agreement which could reasonably be expected to have a Material Adverse Effect.

     5.18. Delivery of Subordinated Loan Documentation. Agent has received complete copies of the Subordinated Loan Documentation (including all exhibits, schedules and disclosure letters referred to therein or delivered pursuant thereto, if any) and all amendments thereto, waivers relating thereto and other side letters or agreements affecting the terms thereof. None of such documents and agreements has been amended or supplemented, nor have any of the provisions thereof been waived, except pursuant to a written agreement or instrument which has heretofore been delivered to Agent.

     5.19. Swaps. Borrower is not a party to, nor will it be a party to, any swap agreement whereby Borrower has agreed or will agree to swap interest rates or currencies unless same provides that damages upon termination following an event of default thereunder are payable on an unlimited “two-way basis” without regard to fault on the part of either party.

     5.20. Conflicting Agreements. No provision of any mortgage, indenture, contract, agreement, judgment, decree or order binding on Borrower or affecting the Collateral conflicts with, or requires any Consent which has not already been obtained to, or would in any way prevent the execution, delivery or performance of, the terms of this Agreement or the Other Documents.

     5.21. Application of Certain Laws and Regulations. Neither Borrower nor any Subsidiary of Borrower is subject to any law, statute, rule or regulation which regulates the incurrence of any Indebtedness, including laws, statutes, rules or regulations relative to common or interstate carriers or to the sale of electricity, gas, steam, water, telephone, telegraph or other public utility services.

     5.22. Business and Property of Borrower. Upon and after the Closing Date, neither Borrower nor any Domestic Subsidiary of Borrower proposes to engage or engages in any business other than pharmaceutical research services and activities necessary to conduct the foregoing, and no Foreign Subsidiary proposes to engage or engages in business other than providing services in support of Borrower’s business or conducting business on its own behalf in lines of businesses similar to those of Borrower. On the Closing Date, Borrower and each of its Subsidiaries will own all the property and possess all of the rights and Consents necessary for the conduct of the business of Borrower or such Subsidiary.

     5.23. Section 20 Subsidiaries. Borrower does not intend to use and shall not use any portion of the proceeds of the Advances, directly or indirectly, to purchase during the underwriting period, or for 30 days thereafter, Ineligible Securities being underwritten by a Section 20 Subsidiary.

55

     5.24.Anti-Terrorism Laws.

          (a) General. Neither Borrower nor any Affiliate of Borrower is in violation of any Anti-Terrorism Law or engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law.

          (b) Executive Order No. 13224. Neither Borrower nor any Affiliate of Borrower or their respective agents acting or benefiting in any capacity in connection with the Advances or other transactions hereunder, is any of the following (each a “Blocked Person”):

          (i) a Person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order No. 13224;

          (ii) a Person owned or controlled by, or acting for or on behalf of, any Person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order No. 13224;

          (iii) a Person or entity with which any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law;

          (iv) a Person or entity that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order No. 13224;

          (v) a Person or entity that is named as a “specially designated national” on the most current list published by the U.S. Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list, or

          (vi) a Person or entity who is affiliated or associated with a Person or entity listed above.

     Neither Borrower or to the knowledge of Borrower, any of its agents acting in any capacity in connection with the Advances or other transactions hereunder (i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Blocked Person, or (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order No. 13224.

     5.25. Trading with the Enemy. Borrower has not engaged, nor does it intend to engage, in any business or activity prohibited by the Trading with the Enemy Act.

     5.26. Federal Securities Laws. Neither Borrower nor any of its Subsidiaries (i) is required to file periodic reports under the Exchange Act, (ii) has any securities registered under the Exchange Act or (iii) has filed a registration statement that has not yet become effective under the Securities Act.

56

VI. AFFIRMATIVE COVENANTS.

     Borrower shall, until payment in full of the Obligations and termination of this Agreement:

     6.1. Payment of Fees. Pay to Agent on demand all usual and customary fees and expenses which Agent incurs in connection with (a) the forwarding of Advance proceeds and (b) the establishment and maintenance of any Blocked Accounts or Depository Accounts as provided for in Section 4.15(h). Agent may, without making demand, charge Borrower’s Account for all such fees and expenses.

     6.2. Conduct of Business and Maintenance of Existence and Assets. (a) Conduct continuously and operate actively its business according to good business practices and maintain all of its properties useful or necessary in its business in good working order and condition (reasonable wear and tear excepted and except as may be disposed of in accordance with the term of this Agreement), including all licenses, patents, copyrights, design rights, tradenames, trade secrets and trademarks and take all actions necessary to enforce and protect the validity of any intellectual property right or other right included in the Collateral; (b) keep in full force and effect its existence and comply in all material respects with the laws and regulations governing the conduct of its business where the failure to do so could reasonably be expected to have a Material Adverse Effect; and (c) make all such reports and pay all such franchise and other taxes nd license fees and do all such other acts and things as may be lawfully required to maintain its rights, licenses, leases, powers and franchises under the laws of the United States or any political subdivision thereof.

     6.3. Violations. Promptly notify Agent in writing of any violation of any law, statute, regulation or ordinance of any Governmental Body, or of any agency thereof, applicable to Borrower which could reasonably be expected to have a Material Adverse Effect.

     6.4. Government Receivables. Take all steps necessary to protect Agent’s interest in the Collateral under the Federal Assignment of Claims Act, the Uniform Commercial Code and all other applicable state or local statutes or ordinances and deliver to Agent appropriately endorsed, any instrument or chattel paper connected with any Receivable arising out of contracts between Borrower and the United States, any state or any department, agency or instrumentality of any of them.

     6.5. Fixed Charge Coverage Ratio. Cause to be maintained as of the end of each fiscal quarter, for the period of four consecutive fiscal quarters then ending, a Fixed Charge Coverage Ratio of not less than 1.10 to 1.0; provided, however, in the case of the fiscal quarter ending (a) December 31, 2006, the Fixed Charge Coverage Ratio shall be calculated for that fiscal quarter then ending, (b) March 31, 2007, the Fixed Charge Coverage Ratio shall be calculated only for the two (2) consecutive fiscal quarters then ending, and (c) June 30, 2007, the Fixed Charge Coverage Ratio shall be calculated for the three (3) consecutive quarters then ending.

     6.6. Execution of Supplemental Instruments. Execute and deliver to Agent from time to time, upon demand, such supplemental agreements, statements, assignments and transfers, or

57

instructions or documents relating to the Collateral, and such other instruments as Agent may request, in order that the full intent of this Agreement may be carried into effect.

     6.7. Payment of Indebtedness. Pay, discharge or otherwise satisfy at or before maturity (subject, where applicable, to specified grace periods and, in the case of the trade payables, to normal payment practices) all its obligations and liabilities of whatever nature, except when the failure to do so could not reasonably be expected to have a Material Adverse Effect or when the amount or validity thereof is currently being contested in good faith by appropriate proceedings and Borrower shall have provided for such reserves as Agent may reasonably deem proper and necessary, subject at all times to any applicable subordination arrangement in favor of Lenders.

     6.8. Standards of Financial Statements. Cause all financial statements referred to in Sections 9.7, 9.8, 9.9, 9.10, 9.11, 9.12, 9.13 and 9.14 as to which GAAP is applicable to be complete and correct in all material respects (subject, in the case of interim financial statements, to normal year-end audit adjustments and the exclusion of footnotes) and to be prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein (except as concurred in by such reporting accountants or officer, as the case may be, and disclosed therein).

     6.9. Federal Securities Laws. Promptly notify Agent in writing if Borrower or any of its Subsidiaries (i) is required to file periodic reports under the Exchange Act, (ii) registers any securities under the Exchange Act or (iii) files a registration statement under the Securities Act.

     6.10. Matters Relating to Borrower’s Foreign Subsidiaries. In connection with each field audit of Borrower conducted by Agent or at such other times as Agent shall reasonably request, deliver to Agent an accounting of (i) Borrower’s capital contributions, loans or advances in or to any of its Foreign Subsidiaries and (ii) the aggregate capitalization requirements and operating expenses of such Foreign Subsidiaries.

VII. NEGATIVE COVENANTS.

     Until satisfaction in full of the Obligations and termination of this Agreement, Borrower shall not, and shall not permit any of its Domestic Subsidiaries and, in the case of Sections 7.1, 7.3, 7.9 and 7.23, its Foreign Subsidiaries, to:

     7.1. Merger, Consolidation, Acquisition and Sale of Assets.

          (a) Enter into any merger, consolidation or other reorganization with or into any other Person or acquire all or a substantial portion of the assets or Equity Interests of any Person or permit any other Person to consolidate with or merge with it; provided, however, (i) any Subsidiary of Borrower is permitted to merge or consolidate with or into Borrower or any other Domestic Subsidiary of Borrower, (ii) Borrower or any Domestic Subsidiary of Borrower is permitted to acquire all or a substantial portion of the assets or Equity Interests of any other Subsidiary, (iii) any Foreign Subsidiary of Borrower is permitted to merge or consolidate with or into another Foreign Subsidiary of Borrower, and (iv) any Foreign Subsidiary of Borrower is permitted to acquire all or a substantial portion of the assets or Equity Interests of any other

58

Foreign Subsidiary of Borrower, and (v) any Foreign Subsidiary of Borrower may merge or consolidate with another Person so long as such Foreign Subsidiary is the surviving entity.

          (b) Sell, lease, transfer or otherwise dispose of any of its properties or assets, except (i) dispositions of Equipment to the extent expressly permitted by Section 4.3, (ii) any sale or dispositions of such properties or assets of (A) a Domestic Subsidiary of Borrower to Borrower of another Domestic Subsidiary of Borrower, (B) a Foreign Subsidiary of Borrower to Borrower or another Subsidiary of Borrower and (C) a Foreign Subsidiary of Borrower to another Person so long as the proceeds in excess of $250,000 arising from such sale or disposition of properties or assets are used by such Foreign Subsidiary to repay any outstanding loans or advances made by Borrower to such Foreign Subsidiary and/or to fund such Foreign Subsidiary’s operating expenses and (ii) any other sales or dispositions expressly permitted by this Agreement.

     7.2. Creation of Liens. Create or suffer to exist any Lien or transfer upon or against any of its property or assets now owned or hereafter acquired, except Permitted Encumbrances.

     7.3. Guarantees. Become liable upon the obligations or liabilities of any Person by assumption, endorsement or guaranty thereof or otherwise (other than to Lenders) except the endorsement of checks in the Ordinary Course of Business.

     7.4. Investments. Purchase or acquire obligations or Equity Interests of, or any other interest in, any Person, except (a) obligations issued or guaranteed by the United States of America or any agency thereof, (b) commercial paper with maturities of not more than 180 days and a published rating of not less than A-l or P-l (or the equivalent rating), (c) certificates of time deposit and bankers’ acceptances having maturities of not more than 180 days and repurchase agreements backed by United States government securities of a commercial bank if (i) such bank has a combined capital and surplus of at least $500,000,000, or (ii) its debt obligations, or those of a holding company of which it is a Subsidiary, are rated not less than A (or the equivalent rating) by a nationally recognized investment rating agency, (d) U.S. money market funds that invest solely in obligations issued or guaranteed by the United States of America or an agency thereof, (e) its Domestic Subsidiaries or (f) its Foreign Subsidiaries to the extent that the aggregate amount of capital contributions made in such Foreign Subsidiaries by Borrower and any of its Domestic Subsidiaries are not in excess of the aggregate amount of capital contributions necessary to adequately capitalize such Foreign Subsidiaries and fund their ongoing operating expenses.

     7.5. Loans. Make or have outstanding advances, loans or extensions of credit to any Person except (a) with respect to the extension of commercial trade credit in the Ordinary Course of Business, (b) loans to employees of Borrower in the Ordinary Course of Business not to exceed the aggregate amount of $100,000 at any time outstanding loans from Borrower to a Domestic Subsidiary of Borrower and (c) loans by Borrower to its Foreign Subsidiaries in an aggregate amount outstanding at any time not to exceed the aggregate amount of loans or advances necessary to adequately fund the ongoing operating expenses of such Foreign Subsidiaries.

59

     7.6. Capital Expenditures. Contract for, purchase or make any expenditure or commitments for Capital Expenditures in any fiscal year in an aggregate amount in excess of $4,000,000.

     7.7.Dividends. Declare, pay or make any dividend or distribution on any Equity Interests of Borrower or any Subsidiary thereof (other than dividends or distributions payable in its stock, or split-ups or reclassifications of its stock or dividends or distributions payable from Borrower’s Subsidiaries to Borrower or from one Subsidiary of Borrower to another) or apply any of its funds, property or assets to the purchase, redemption or other retirement of any Equity Interests of Borrower.

     7.8. Indebtedness. Create, incur, assume or suffer to exist any Indebtedness (exclusive of trade debt) except in respect of (i) Indebtedness to Lenders; (ii) Indebtedness incurred for Capital Expenditures permitted under Section 7.6 hereof; (iii) Indebtedness due under the Subordinated Loan Documentation and (iv) Indebtedness due to Borrower pursuant to Section 7.5(c) above.

     7.9. Nature of Business. Substantially change the nature of the business in which it is presently engaged, nor except as specifically permitted hereby purchase or invest, directly or indirectly, in any assets or property other than in the Ordinary Course of Business assets or property which are useful in, necessary for and are to be used in its business as presently conducted.

     7.10. Transactions with Affiliates. Directly or indirectly, purchase, acquire or lease any property from, or sell, transfer or lease any property to, or otherwise enter into any transaction or deal with, any Affiliate, except transactions disclosed to the Agent, which are in the Ordinary Course of Business, on an arm’s-length basis on terms and conditions no less favorable than terms and conditions which would have been obtainable from a Person other than an Affiliate, provided that transactions with Foreign Subsidiaries shall be permitted to the extent such transactions are in the Ordinary Course of Business on terms and conditions that on a net basis are no less favorable to Borrower than terms and conditions which would have been obtainable from a Person other than an Affiliate.

     7.11. Leases. Enter as lessee into any lease arrangement for real or personal property (unless capitalized and permitted under Section 7.6 hereof) if after giving effect thereto, aggregate annual rental payments for all leased property would exceed $5,000,000 in any one fiscal year in the aggregate.

     7.12.Subsidiaries. (a) Form or acquire any Domestic Subsidiary unless (i) such Domestic Subsidiary expressly joins in this Agreement as a borrower and becomes jointly and severally liable for the obligations of Borrower hereunder, under the Note and under any other agreement between Borrower and Lenders and (ii) Agent shall have received all documents, including legal opinions, it may reasonably require to establish compliance with each of the foregoing conditions.

          (b) Form or acquire any Foreign Subsidiary unless (i) Borrower executes and delivers, or causes the Domestic Subsidiary owning such first-tier Foreign Subsidiary to execute

60

and deliver to Agent, a pledge agreement in form and substance satisfactory to Agent pursuant to which sixty-five percent (65%) of the voting Equity Interests of such Foreign Subsidiary (to the extent owned by Borrower or a Domestic Subsidiary of Borrower) shall be pledged to Agent for the benefit of Lenders as security for the Obligations, (ii) such Foreign Subsidiary is to be engaged in providing services in support of Borrower’s business or will be conducting business for its own account in lines of businesses similar to those of Borrower, and (iii) Agent shall have received all other documents, including legal opinions, it may reasonably require to establish compliance with each of the foregoing conditions.

             (c) Enter into any partnership, joint venture or similar arrangement without the consent of Agent which consent shall not be unreasonably withheld.

     7.13. Fiscal Year and Accounting Changes. Change its fiscal year from December 31 or make any significant change (i) in accounting treatment and reporting practices except as required by GAAP or (ii) in tax reporting treatment except as required by law.

     7.14. Pledge of Credit. Now or hereafter pledge Agent’s or any Lender’s credit on any purchases or for any purpose whatsoever or use any portion of any Advance in or for any business other than Borrower’s business as conducted on the date of this Agreement.

     7.15. Amendment of Articles of Incorporation, By-Laws. Amend, modify or waive any term or material provision of its Articles of Incorporation or By-Laws in a manner that would materially impact a Lender or Agent unless required by law or with consent of Agent.

     7.16. Compliance with ERISA. (i) (x) Maintain, or permit any member of the Controlled Group to maintain, or (y) become obligated to contribute, or permit any member of the Controlled Group to become obligated to contribute, to any Plan, other than those Plans disclosed on Schedule 5.8(d), (ii) engage, or permit any member of the Controlled Group to engage, in any non-exempt “prohibited transaction”, as that term is defined in section 406 of ERISA and Section 4975 of the Code, (iii) incur, or permit any member of the Controlled Group to incur, any “accumulated funding deficiency”, as that term is defined in Section 302 of ERISA or Section 412 of the Code, (iv) terminate, or permit any member of the Controlled Group to terminate, any Plan where such event could result in any liability of Borrower or any member of the Controlled Group or the imposition of a lien on the property of Borrower or any member of the Controlled Group pursuant to Section 4068 of ERISA, (v) assume, or permit any member of the Controlled Group to assume, any obligation to contribute to any Multiemployer Plan not disclosed on Schedule 5.8(d), (vi) incur, or permit any member of the Controlled Group to incur, any withdrawal liability to any Multiemployer Plan; (vii) fail promptly to notify Agent of the occurrence of any Termination Event, (viii) fail to comply, or permit a member of the Controlled Group to fail to comply, with the requirements of ERISA or the Code or other Applicable Laws in respect of any Plan, (ix) fail to meet, or permit any member of the Controlled Group to fail to meet, all minimum funding requirements under ERISA or the Code or postpone or delay or allow any member of the Controlled Group to postpone or delay any funding requirement with respect of any Plan.

     7.17. Prepayment of Indebtedness. Except as permitted pursuant to Section 7.21 hereof, at any time, directly or indirectly, prepay any Indebtedness (other than to Lenders or to

61

Borrower or a Domestic Subsidiary thereof), or repurchase, redeem, retire or otherwise acquire any Indebtedness of Borrower.

     7.18. Anti-Terrorism Laws. Borrower shall not, until satisfaction in full of the Obligations and termination of this Agreement, nor shall it permit any Affiliate or agent to:

          (a) Conduct any business or engage in any transaction or dealing with any Blocked Person, including the making or receiving any contribution of funds, goods or services to or for the benefit of any Blocked Person.

          (b) Deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order No. 13224.

          (c) Engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in the Executive Order No. 13224, the USA PATRIOT Act or any other Anti-Terrorism Law. Borrower shall deliver to Lenders any certification or other evidence requested from time to time by any Lender in its sole reasonable discretion, confirming Borrower’s compliance with this Section.

     7.19. Membership/Partnership Interests. Elect to treat or permit any of its Subsidiaries, if applicable, to (x) treat its limited liability company membership interests or partnership interests, as the case may be, as securities as contemplated by the definition of “security” in Section 8-102(15) and by Section 8-103 of Article 8 of Uniform Commercial Code or (y) certificate its limited liability company membership interests or partnership interests, as the case may be.

     7.20. Trading with the Enemy Act. Engage in any business or activity in violation of the Trading with the Enemy Act.

     7.21. Subordinated Note. At any time, directly or indirectly, pay, prepay, repurchase, redeem, retire or otherwise acquire, or make any payment on account of any principal of, interest on or premium payable in connection with the repayment or redemption of the Subordinated Note, except as expressly permitted in the Subordination Agreement.

     7.22. Other Agreements. Enter into any material amendment, waiver or modification of the Subordinated Loan Documentation or any related agreements that negatively impacts Agent or a Lender.

     7.23. Limitation on Foreign Subsidiaries. Permit the Foreign Subsidiaries of Borrower which have outstanding loans and advances from Borrower or any Domestic Subsidiary thereof to have cash and cash equivalents on hand in excess of $250,000 above the aggregate amount necessary to adequately fund ongoing operating expenses of such Foreign Subsidiaries.

     7.24. Limitation on Negative Pledge. Enter into any agreement with any Person other than Agent and Lenders which prohibits or limits the ability of Borrower or any Domestic Subsidiary thereof to create, incur, assume or suffer to exist any lien upon their properties, assets (including Subsidiary Stock) or revenues, whether now owned or hereafter acquired.

62

     7.25. Limitation on Transfer of Possession of Subsidiary Stock. At any time deliver physical possession of any certificates representing or evidencing Subsidiary Stock to any Person other than Agent.

VIII. CONDITIONS PRECEDENT.

     8.1.Conditions to Initial Advances. The agreement of Lenders to make the initial Advances requested to be made on the Closing Date is subject to the satisfaction, or waiver by Agent/Lenders, immediately prior to or concurrently with the making of such Advances, of the following conditions precedent:

          (a) Note. Agent shall have received the Note duly executed and delivered by an authorized officer of Borrower;

          (b) Filings, Registrations and Recordings. Each document (including any Uniform Commercial Code financing statement) required by this Agreement, any related agreement or under law or reasonably requested by the Agent to be delivered to Agent (in the case of Subsidiary Stock), filed, registered or recorded in order to create, in favor of Agent, a perfected security interest in or lien upon the Collateral shall have been properly filed, registered or recorded in each jurisdiction in which the filing, registration or recordation thereof is so required or requested, and Agent shall have received an acknowledgment copy, or other evidence satisfactory to it, of each such filing, registration or recordation and satisfactory evidence of the payment of any necessary fee, tax or expense relating thereto;

          (c) Corporate Proceedings of Borrower. Agent shall have received a copy of the resolutions in form and substance reasonably satisfactory to Agent, of the Board of Directors of Borrower authorizing (i) the execution, delivery and performance of this Agreement, the Note, the other Other Documents and any related agreements and (ii) the granting by Borrower of the security interests in and liens upon the Collateral in each case certified by the Secretary or an Assistant Secretary of Borrower as of the Closing Date; and, such certificate shall state that the esolutions thereby certified have not been amended, modified, revoked or rescinded as of the date of such certificate;

          (d) Incumbency Certificates of Borrower. Agent shall have received a certificate of the Secretary or an Assistant Secretary of Borrower, dated the Closing Date, as to the incumbency and signature of the officers of Borrower executing this Agreement, the Other Documents, any certificate or other documents to be delivered by it pursuant hereto, together with evidence of the incumbency of such Secretary or Assistant Secretary;

          (e) Certificates. Agent shall have received a copy of the Articles or Certificate of Incorporation of Borrower, and all amendments thereto, certified by the Secretary of State or other appropriate official of its jurisdiction of incorporation together with copies of the By-Laws of Borrower and all agreements of Borrower’s shareholders certified as accurate and complete by the Secretary of Borrower;

          (f) Good Standing Certificates. Agent shall have received good standing certificates for Borrower dated not more than thirty (30) days prior to the Closing Date, issued by the Secretary of State or other appropriate official of Borrower’s jurisdiction of incorporation

63

and each jurisdiction where the conduct of Borrower’s business activities or the ownership of its properties necessitates qualification;

          (g) Legal Opinion. Agent shall have received the executed legal opinion of Pepper Hamilton LLP in form and substance satisfactory to Agent which shall cover such matters incident to the transactions contemplated by this Agreement, the Note, the Other Documents, the Subordination Agreement and related agreements as Agent may reasonably require and Borrower hereby authorizes and directs such counsel to deliver such opinions to Agent and Lenders;

          (h) No Litigation. (i) No litigation, investigation or proceeding before or by any arbitrator or Governmental Body shall be continuing or threatened against Borrower or against the officers or directors of Borrower (A) in connection with this Agreement, the Other Documents, the Subordinated Loan Documents or any of the transactions contemplated thereby and which, in the reasonable opinion of Agent, is deemed material or (B) which could, in the reasonable opinion of Agent, have a Material Adverse Effect; and (ii) no injunction, writ, restraining order or other order of any nature materially adverse to Borrower or the conduct of its business or inconsistent with the due consummation of the Transactions shall have been issued by any Governmental Body;

          (i) Financial Condition Certificates. Agent shall have received an executed Financial Condition Certificate in the form of Exhibit 8.1 (k);

          (j) Collateral Examination. Agent shall have completed Collateral examinations and received appraisals, the results of which shall be satisfactory in form and substance to Lenders, of the Receivables, Inventory, General Intangibles, Real Property, Leasehold Interest and Equipment of Borrower and all books and records in connection therewith;

          (k) Fees. Agent shall have received all fees payable to Agent and Lenders on or prior to the Closing Date hereunder, including pursuant to Article III hereof;

          (1) Subordinated Loan Documents. Agent shall have received final executed copies of the Subordinated Loan Documentation, and all related agreements, documents and instruments as in effect on the Closing Date all of which shall be satisfactory in form and substance to Agent;

          (m) Subordination Agreements. Agent shall have entered into a Subordination Agreement with Borrower and Subordinated Lender which shall set forth the basis upon which the “Subordinated Noteholder” may receive, and Borrower may make, payments under the Subordinated Note, which basis shall be satisfactory in form and substance to Agent in its sole discretion;

          (n) Insurance. Agent shall have received in form and substance satisfactory to Agent, certified copies of Borrower’s casualty insurance policies, together with loss payable endorsements on Agent’s standard form of loss payee endorsement naming Agent as loss payee, and certified copies of Borrower’s liability insurance policies, together with endorsements naming Agent as a co-insured;

64

          (o) Payment Instructions. Agent shall have received written instructions from Borrower directing the application of proceeds of the initial Advances made pursuant to this Agreement;

          (p) Blocked Accounts. Agent shall have received duly executed agreements establishing the Blocked Accounts or Depository Accounts with financial institutions acceptable to Agent for the collection or servicing of the Receivables and proceeds of the Collateral;

          (q) Consents. Agent shall have received any and all Consents necessary to permit the effectuation of the transactions contemplated by this Agreement and the Other Documents; and, Agent shall have received such Consents and waivers of such third parties as might assert claims with respect to the Collateral, as Agent and its counsel shall deem necessary;

          (r) No Adverse Material Change. (i) Since December 31, 2005 there shall not have occurred any event, condition or state of facts which could reasonably be expected to have a Material Adverse Effect and (ii) no representations made or information supplied to Agent or Lenders shall have been proven to be inaccurate or misleading in any material respect;

          (s) Leasehold Agreements. Agent shall have received landlord, mortgagee or warehouseman agreements satisfactory to Agent with respect to all premises leased by Borrower at which Inventory and books and records are located;

          (t) Subordinated Note Documentation. Agent shall have received final executed copies of the Subordinated Note and all other Subordinated Loan Documentation which shall contain such terms and provisions including subordination terms, satisfactory to Agent;

          (u) Contract Review. Agent shall have reviewed all material contracts of Borrower including leases, union contracts, labor contracts, vendor supply contracts, license agreements and distributorship agreements and such contracts and agreements shall be satisfactory in all respects to Agent;

          (v) Closing Certificate. Agent shall have received a closing certificate signed by the Chief Financial Officer of Borrower dated as of the date hereof, stating that (i) all representations and warranties set forth in this Agreement and the Other Documents are true and correct on and as of such date, (ii) Borrower is on such date in compliance with all the terms and provisions set forth in this Agreement and the Other Documents and (iii) on such date no Default or Event of Default has occurred or is continuing;

          (w) Borrowing Base. Agent shall have received evidence from Borrower that the aggregate amount of Eligible Receivables is sufficient in value and amount to support Advances in the amount requested by Borrower on the Closing Date;

          (x) Undrawn Availability. After giving effect to the initial Advances hereunder, Borrower shall have Undrawn Availability of at least $ 1,500,000;

          (y) Compliance with Laws. Agent shall be reasonably satisfied that Borrower is in compliance with all pertinent federal, state, local or territorial regulations, including those

65

with respect to the Federal Occupational Safety and Health Act, the Environmental Protection Act, ERISA and the Trading with the Enemy Act; and

          (z) Other. All corporate and other proceedings, and all documents, instruments and other legal matters in connection with the Transactions shall be satisfactory in form and substance to Agent and its counsel.

     8.2. Conditions to Each Advance. The agreement of Lenders to make any Advance requested to be made on any date (including the initial Advance), is subject to the satisfaction of the following conditions precedent as of the date such Advance is made:

          (a) Representations and Warranties. Each of the representations and warranties made by Borrower in or pursuant to this Agreement, the Other Documents and any related agreements to which it is a party, and each of the representations and warranties contained in any certificate, document or financial or other statement furnished at any time under or in connection with this Agreement, the Other Documents or any related agreement shall be true and correct in all material respects on and as of such date as if made on and as of such date;

          (b) No Default. No Event of Default or Default shall have occurred and be continuing on such date, or would exist after giving effect to the Advances requested to be made, on such date; provided, however that Agent, in its sole discretion, may continue to make Advances notwithstanding the existence of an Event of Default or Default and that any Advances so made shall not be deemed a waiver of any such Event of Default or Default; and

          (c) Maximum Advances. In the case of any type of Advance requested to be made, after giving effect thereto, the aggregate amount of such type of Advance shall not exceed the maximum amount of such type of Advance permitted under this Agreement.

     Each request for an Advance by Borrower hereunder shall constitute a representation and warranty by Borrower as of the date of such Advance that the conditions contained in this subsection shall have been satisfied.

IX. INFORMATION AS TO BORROWERS.

     Borrower shall, until satisfaction in full of the Obligations and the termination of this Agreement:

     9.1. Disclosure of Material Matters. Immediately upon learning thereof, report to Agent all matters materially affecting the value, enforceability or collectibility of any portion of the Collateral, including Borrower’s reclamation or repossession of, or the return to Borrower of, a material amount of goods or claims or disputes asserted by any Customer or other obligor.

     9.2. Schedules. Deliver to Agent on or before the fifteenth (15th) day of each month (or first Business Day following the fifteenth (15^th) day of each month if such fifteenth (15^th) day is not a Business Day) (a) as and for the prior month (i) accounts receivable agings inclusive of reconciliations to the general ledger and (ii) a Borrowing Base Certificate in form and substance satisfactory to Agent (which shall be calculated as of the last day of the prior month and which shall not be binding upon Agent or restrictive of Agent’s rights under this Agreement) and (b)as

66

of such delivery date for the six full weeks then ended, a monthly unbilled accounts receivable report documenting such unbilled accounts receivable of Borrower. In addition, Borrower will deliver to Agent at such intervals as Agent may require: (i) confirmatory assignment schedules, (ii) copies of Customer’s invoices, (iii) evidence of shipment or delivery, and (iv) such further schedules, documents and/or information regarding the Collateral as Agent may reasonably require including trial balances and test verifications. Agent shall have the right to confirm and verify all Receivables by any reasonable manner and through any medium it considers advisable and do whatever it may deem reasonably necessary to protect its interests hereunder. The items to be provided under this Section are to be in form satisfactory to Agent and executed by Borrower and delivered to Agent from time to time solely for Agent’s convenience in maintaining records of the Collateral, and Borrower’s failure to deliver any of such items to Agent shall not affect, terminate, modify or otherwise limit Agent’s Lien with respect to the Collateral.

     9.3. Environmental Reports. Furnish Agent, concurrently with the delivery of the financial statements referred to in Sections 9.7 and 9.8, with a certificate signed by the President of Borrower stating, to the best of his knowledge, that Borrower is in compliance in all material respects with all federal, state and local Environmental Laws. To the extent Borrower is not in compliance with the foregoing laws, the certificate shall set forth with specificity all areas of non-compliance and the proposed action Borrower will implement in order to achieve full compliance.

     9.4. Litigation. Promptly notify Agent in writing of any claim, litigation, suit or administrative proceeding affecting Borrower, whether or not the claim is covered by insurance, and of any litigation, suit or administrative proceeding, which in any such case affects the Collateral or which could reasonably be expected to have a Material Adverse Effect.

     9.5. Material Occurrences. Promptly notify Agent in writing upon the occurrence of (a) any Event of Default or Default; (b) any event of default under the Subordinated Loan Documentation; (c) any event which with the giving of notice or lapse of time, or both, would constitute an event of default under the Subordinated Loan Documentation; (d) any event, development or circumstance whereby any financial statements or other reports furnished to Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of Borrower as of the date of such statements; (e) any accumulated retirement plan funding deficiency which, if such deficiency continued for two plan years and was not corrected as provided in Section 4971 of the Code, could subject Borrower to a tax imposed by Section 4971 of the Code; (f) each and every default by Borrower which might result in the acceleration of the maturity of any Indebtedness, including the names and addresses of the holders of such Indebtedness with respect to which there is a default existing or with respect to which the maturity has been or could be accelerated, and the amount of such Indebtedness; (g) any event, with respect to any Foreign Subsidiary of Borrower, of the type described in Section 10.7 hereof; and (h) any other development in the business or affairs of Borrower which could reasonably be expected to have a Material Adverse Effect; in each case describing the nature thereof and the action Borrower propose to take with respect thereto.

67

     9.6. Government Receivables. Notify Agent immediately if any of its Receivables arise out of contracts between Borrower and the United States, any state, or any department, agency or instrumentality of any of them.

     9.7. Annual Financial Statements. Furnish Agent and Lenders within one hundred twenty (120) days after the end of each fiscal year of Borrower, financial statements of Borrower and its Subsidiaries on a consolidated basis including, but not limited to, statements of income and stockholders’ equity and cash flow from the beginning of the current fiscal year to the end of such fiscal year and the balance sheet as at the end of such fiscal year, all prepared in accordance with GAAP applied on a basis consistent with prior practices, and in reasonable detail and reported upon without qualification by an independent certified public accounting firm selected by Borrower and satisfactory to Agent (the “Accountants”). In addition, the financial statements shall be accompanied by a Compliance Certificate.

     9.8. Quarterly Financial Statements. Furnish Agent and Lenders within sixty (60) days after the end of each fiscal quarter, an unaudited balance sheet of Borrower and its Subsidiaries on a consolidated basis and unaudited statements of income and cash flow of Borrower and its Subsidiaries on a consolidated basis reflecting results of operations from the beginning of the fiscal year to the end of such quarter and for such quarter, prepared on a basis consistent with prior practices and complete and correct in all material respects, subject to normal and recurring year end adjustments that individually and in the aggregate are not material to the business of Borrower and its Subsidiaries. The reports shall be accompanied by a Compliance Certificate.

     9.9. Monthly Financial Statements. Furnish Agent and Lenders within forty-five (45) days after the end of each month (or in the case of any month ending on the last day of any fiscal quarter, sixty (60) days after the end of such month), an unaudited balance sheet of Borrower and its Subsidiaries on a consolidated basis and unaudited statements of income and cash flow of Borrower reflecting results of operations from the beginning of the fiscal year to the end of such month and for such month, prepared on a basis consistent with prior practices and complete and correct in all material respects, subject to normal and recurring year end adjustments that individually and in the aggregate are not material to the business of Borrower and its Subsidiaries.

     9.10. Other Reports. Furnish Agent as soon as available, but in any event within ten (10) days after the issuance thereof, (i) with copies of such financial statements, reports and returns as Borrower shall send to its stockholders and (ii) copies of all notices, reports, financial statements and other materials sent pursuant to the Subordinated Loan Documentation.

     9.11. Additional Information. Furnish Agent with such additional information as Agent shall reasonably request in order to enable Agent to determine whether the terms, covenants, provisions and conditions of this Agreement and the Note have been complied with by Borrower including, without the necessity of any request by Agent, (a) copies of all environmental audits and reviews, (b) at least thirty (30) days prior thereto, notice of Borrower’s opening of any new office or place of business or Borrower’s closing of any existing office or place of business, and (c) promptly upon Borrower’s learning thereof, notice of any labor dispute to which Borrower

68

may become a party, any strikes or walkouts relating to any of its plants or other facilities, and the expiration of any labor contract to which Borrower is a party or by which Borrower is bound.

     9.12. Projected Operating Budget. Furnish Agent and Lenders, no later than sixty (60) days after the beginning of Borrower’s fiscal years commencing with fiscal year 2007, a month by month projected operating budget and cash flow of Borrower and its Subsidiaries on a consolidated basis for such fiscal year (including an income statement for each month and a balance sheet as at the end of the last month in each fiscal quarter).

     9.13. Variances From Operating Budget. Furnish Agent the financial statements referred to in Section 9.7 with quarterly comparisons to the budgets submitted by Borrower pursuant to Section 9.12 and, to the extent requested by Agent, make management available to Agent to discuss any such variances.

     9.14. Notice of Suits, Adverse Events. Furnish Agent with prompt written notice of (i) any lapse or other termination of any Consent issued to Borrower by any Governmental Body or any other Person that is material to the operation of Borrower’s business, (ii) any refusal by any Governmental Body or any other Person to renew or extend any such Consent; and (iii) copies of any periodic or special reports filed by Borrower with any Governmental Body or Person, if such reports indicate any material change in the business, operations, affairs or condition of Borrower, or if copies thereof are requested by Lender, and (iv) copies of any material notices and other communications from any Governmental Body or Person which specifically relate to Borrower.

     9.15. ERISA Notices and Requests. Furnish Agent with immediate written notice in the event that (i) Borrower or any member of the Controlled Group knows or has reason to know that a Termination Event has occurred, together with a written statement describing such Termination Event and the action, if any, which Borrower or any member of the Controlled Group has taken, is taking, or proposes to take with respect thereto and, when known, any action taken or threatened by the Internal Revenue Service, Department of Labor or PBGC with respect thereto, (ii) Borrower or any member of the Controlled Group knows or has reason to know that a prohibited transaction (as defined in Sections 406 of ERISA and 4975 of the Code) has occurred together with a written statement describing such transaction and the action which Borrower or any member of the Controlled Group has taken, is taking or proposes to take with respect thereto, (iii) a funding waiver request has been filed with respect to any Plan together with all communications received by Borrower or any member of the Controlled Group with respect to such request, (iv) any increase in the benefits of any existing Plan or the establishment of any new Plan or the commencement of contributions to any Plan to which Borrower or any member of the Controlled Group was not previously contributing shall occur, (v) Borrower or any member of the Controlled Group shall receive from the PBGC a notice of intention to terminate a Plan or to have a trustee appointed to administer a Plan, together with copies of each such notice, (vi) Borrower or any member of the Controlled Group shall receive any favorable or unfavorable determination letter from the Internal Revenue Service regarding the qualification of a Plan under Section 401 (a) of the Code, together with copies of each such letter; (vii) Borrower or any member of the Controlled Group shall receive a notice regarding the imposition of withdrawal liability, together with copies of each such notice; (viii) Borrower or any member of the Controlled Group shall fail to make a required installment or any other required payment

69

under Section 412 of the Code on or before the due date for such installment or payment; (ix) Borrower or any member of the Controlled Group knows that (a) a Multiemployer Plan has been terminated, (b) the administrator or plan sponsor of a Multiemployer Plan intends to terminate a Multiemployer Plan, or (c) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multiemployer Plan.

     9.16. Additional Documents. Execute and deliver to Agent, upon request, such documents and agreements as Agent may, from time to time, reasonably request to carry out the purposes, terms or conditions of this Agreement.

X. EVENTS OF DEFAULT.

     The occurrence of any one or more of the following events shall constitute an “Event of Default”:

     10.1. Nonpayment. Failure by Borrower to pay any principal or interest on the Obligations when due, whether at maturity or by reason of acceleration pursuant to the terms of this Agreement or by notice of intention to prepay, or by required prepayment or failure to pay any other liabilities or make any other payment, fee or charge provided for herein when due or in any Other Document;

     10.2. Breach of Representation. Any representation or warranty made or deemed made by Borrower in this Agreement, any Other Document or any related agreement or in any certificate, document or financial or other statement furnished at any time in connection herewith or therewith shall prove to have been misleading in any material respect on the date when made or deemed to have been made;

     10.3. Financial Information. Failure by Borrower to (i) furnish financial information when due or when requested which is unremedied for a period of fifteen (15) days, or (ii) permit the inspection of its books or records;

      10.4. Judicial Actions. Issuance of a notice of Lien, levy, assessment, injunction or attachment against Borrower’s Inventory or Receivables or against a material portion of Borrower’s other property which is not stayed or lifted within thirty (30) days;

      10.5. Noncompliance. Except as otherwise provided for in Sections 10.1, 10.3 and 10.5(ii), (i) failure or neglect of Borrower to perform, keep or observe any term, provision, condition, covenant herein contained, or contained in any Other Document or any other agreement or arrangement, now or hereafter entered into between Borrower and Agent or any Lender, or (ii) failure or neglect of Borrower to perform, keep or observe any term, provision, condition or covenant, contained in Sections 4.6, 4.7, 4.9, 6.1, 6.3, 6.4, 9.4 or 9.6 hereof which is not cured within ten (10) days from the occurrence of such failure or neglect;

      10.6. Judgments. Any judgment or judgments are rendered against Borrower for an aggregate amount in excess of $500,000 and (i) enforcement proceedings shall have been commenced by a creditor upon such judgment, (ii) there shall be any period of forty-five (45) consecutive days during which a stay of enforcement of such judgment, by reason of a pending

70

appeal or otherwise, shall not be in effect, or (iii) any such judgment results in the creation of a Lien upon any of the Collateral (other than a Permitted Encumbrance);

     10.7. Bankruptcy. Borrower shall (i) apply for, consent to or suffer the appointment of, or the taking of possession by, a receiver, custodian, trustee, liquidator or similar fiduciary of itself or of all or a substantial part of its property, (ii) make a general assignment for the benefit of creditors, (iii) commence a voluntary case under any state or federal bankruptcy laws (as now or hereafter in effect), (iv) be adjudicated a bankrupt or insolvent, (v) file a petition seeking to take advantage of any other law providing for the relief of debtors, (vi) acquiesce to, or fail to have dismissed, within thirty (30) days, any petition filed against it in any involuntary case under such bankruptcy laws, or (vii) take any action for the purpose of effecting any of the foregoing;

     10.8. Inability to Pay. Borrower shall admit in writing its inability, or be generally unable, to pay its debts as they become due or cease operations of its present business;

     10.9. Subsidiary Bankruptcy. Any Domestic Subsidiary of Borrower shall (i) apply for, consent to or suffer the appointment of, or the taking of possession by, a receiver, custodian, trustee, liquidator or similar fiduciary of itself or of all or a substantial part of its property, (ii) admit in writing its inability, or be generally unable, to pay its debts as they become due or cease operations of its present business, (iii) make a general assignment for the benefit of creditors, (iv) commence a voluntary case under any state or federal bankruptcy laws (as now or hereafter in effect), (v) be adjudicated a bankrupt or insolvent, (vi) file a petition seeking to take advantage of any other law providing for the relief of debtors, (vii) acquiesce to, or fail to have dismissed, within thirty (30) days, any petition filed against it in any involuntary case under such bankruptcy laws, or (viii) take any action for the purpose of effecting any of the foregoing;

     10.10. Material Adverse Effect. The existence of a Material Adverse Effect;

     10.11. Lien Priority. Any Lien created hereunder or provided for hereby or under any related agreement for any reason ceases to be or is not a valid and perfected Lien having a first priority interest;

     10.12. Subordinated Loan Default. An event of default has occurred under the Subordinated Loan Documentation or the Subordination Agreement, which default shall not have been cured or waived within any applicable grace period;

     10.13. Cross Default. A default of the obligations of Borrower under any other agreement to which it is a party shall occur which adversely and materially affects its condition, affairs or prospects (financial or otherwise) which default is not cured within any applicable grace period;

     10.14. Change of Ownership. Any Change of Control shall occur;

     10.15. Invalidity. Any material provision of this Agreement or any Other Document shall, for any reason, cease to be valid and binding on Borrower, or Borrower shall so claim in writing to Agent or any Lender;

71

     10.16. Licenses. (i) Any Governmental Body shall revoke, terminate, suspend or adversely modify any license, permit, patent trademark or tradename of Borrower, the continuation of which is material to the continuation of Borrower’s business; (ii) any agreement which is necessary or material to the operation of Borrower’s business shall be revoked or terminated and not replaced by a substitute acceptable to Agent within thirty (30) days after the date of such revocation or termination, and such revocation or termination and non-replacement would reasonably be expected to have a Material Adverse Effect;

     10.17. Seizures. Any material portion of the Collateral shall be seized or taken by a Governmental Body, or Borrower or the title and rights of Borrower, or any Original Owner which is the owner of any material portion of the Collateral shall have become the subject matter of claim, litigation, suit or other proceeding which might, in the opinion of Agent, upon final determination, result in impairment or loss of the security provided by this Agreement or the Other Documents;

     10.18. Operations. The operations of Borrower are interrupted at any time for more than fifteen (15) consecutive days, unless Borrower shall (i) be entitled to receive for such period of interruption, proceeds of business interruption insurance sufficient to assure that its per diem cash needs during such period is at least equal to its average per diem cash needs for the consecutive three month period immediately preceding the initial date of interruption and (ii) receive such proceeds in the amount described in clause (i) preceding not later than ninety (90) days following the initial date of any such interruption; provided, however, that notwithstanding the provisions of clauses (i) and (ii) of this section, an Event of Default shall be deemed to have occurred if Borrower shall be receiving the proceeds of business interruption insurance for a period of sixty (60) consecutive days; or

     10.19. Pension Plans. An event or condition specified in Sections 7.16 or 9.15 hereof shall occur or exist with respect to any Plan and, as a result of such event or condition, together with all other such events or conditions, Borrower or any member of the Controlled Group shall incur, or in the opinion of Agent be reasonably likely to incur, a liability to a Plan or the PBGC (or both) which, in the reasonable judgment of Agent, would have a Material Adverse Effect.

XI LENDERS’RIGHTS AND REMEDIES AFTER DEFAULT.

     11.1. Rights and Remedies.

          (a) Upon the occurrence of (i) an Event of Default pursuant to Section 10.7 all Obligations shall be immediately due and payable and this Agreement and the obligation of Lenders to make Advances shall be deemed terminated; and, (ii) any of the other Events of Default and at any time thereafter (such default not having previously been cured), at the option of Required Lenders all Obligations shall be immediately due and payable and Lenders shall have the right to terminate this Agreement and to terminate the obligation of Lenders to make Advances and (iii) a filing of a petition against Borrower in any involuntary case under any state or federal bankruptcy laws, all Obligations shall be immediately due and payable and the obligation of Lenders to make Advances hereunder shall be terminated other than as may be required by an appropriate order of the bankruptcy court having jurisdiction over Borrower. Upon the occurrence of any Event of Default, Agent shall have the right to exercise any and all

72

rights and remedies provided for herein, under the Other Documents, under the Uniform Commercial Code and at law or equity generally, including the right to foreclose the security interests granted herein and to realize upon any Collateral by any available judicial procedure and/or to take possession of and sell any or all of the Collateral with or without judicial process. Agent may enter any of Borrower’s premises or other premises without legal process and without incurring liability to Borrower therefor, and Agent may thereupon, or at any time thereafter, in its discretion without notice or demand, take the Collateral and remove the same to such place as Agent may deem advisable and Agent may require Borrower to make the Collateral available to Agent at a convenient place. With or without having the Collateral at the time or place of sale, Agent may sell the Collateral, or any part thereof, at public or private sale, at any time or place, in one or more sales, at such price or prices, and upon such terms, either for cash, credit or future delivery, as Agent may elect. Except as to that part of the Collateral which is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Agent shall give Borrower reasonable notification of such sale or sales, it being agreed that in all events written notice mailed to Borrower at least ten (10) days prior to such sale or sales is reasonable notification. At any public sale Agent or any Lender may bid for and become the purchaser, and Agent, any Lender or any other purchaser at any such sale thereafter shall hold the Collateral sold absolutely free from any claim or right of whatsoever kind, including any equity of redemption and all such claims, rights and equities are hereby expressly waived and released by Borrower. In connection with the exercise of the foregoing remedies, including the sale of Inventory, Agent is granted a perpetual nonrevocable, royalty free, nonexclusive license and Agent is granted permission to use all of Borrower’s (a) trademarks, trade styles, trade names, patents, patent applications, copyrights, service marks, licenses, franchises and other proprietary rights which are used or useful in connection with Inventory for the purpose of marketing, advertising for sale and selling or otherwise disposing of such Inventory and (b) Equipment for the purpose of completing the manufacture of unfinished goods. The cash proceeds realized from the sale of any Collateral shall be applied to the Obligations in the order set forth in Section 11.5 hereof. Noncash proceeds will only be applied to the Obligations as they are converted into cash. If any deficiency shall arise, Borrower shall remain liable to Agent and Lenders therefor.

          (b) To the extent that Applicable Law imposes duties on the Agent to exercise remedies in a commercially reasonable manner, Borrower acknowledges and agrees that it is not commercially unreasonable for the Agent (i) to fail to incur expenses reasonably deemed significant by the Agent to prepare Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition, (ii) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (iii) to fail to exercise collection remedies against Customers or other Persons obligated on Collateral or to remove Liens on or any adverse claims against Collateral, (iv) to exercise collection remedies against Customers and other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (v) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (vi) to contact other Persons, whether or not in the same business as the Borrower, for expressions of interest in acquiring all or any portion of such Collateral, (vii) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the Collateral is of a specialized nature,

73

(viii) to dispose of Collateral by utilizing internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets, (ix) to dispose of assets in wholesale rather than retail markets, (x) to disclaim disposition warranties, such as title, possession or quiet enjoyment, (xi) to purchase insurance or credit enhancements to insure the Agent against risks of loss, collection or disposition of Collateral or to provide to the Agent a guaranteed return from the collection or disposition of Collateral, or (xii) to the extent deemed appropriate by the Agent, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Agent in the collection or disposition of any of the Collateral. Borrower acknowledges that the purpose of this Section 11.1(b) is to provide non-exhaustive indications of what actions or omissions by the Agent would not be commercially unreasonable in the Agent’s exercise of remedies against the Collateral and that other actions or omissions by the Agent shall not be deemed commercially unreasonable solely on account of not being indicated in this Section 11.1(b). Without limitation upon the foregoing, nothing contained in this Section 11.1(b) shall be construed to grant any rights to Borrower or to impose any duties on Agent that would not have been granted or imposed by this Agreement or by Applicable Law in the absence of this Section 11.1(b).

     11.2. Agent’s Discretion. Agent shall have the right in its sole discretion to determine which rights, Liens, security interests or remedies Agent may at any time pursue, relinquish, subordinate, or modify or to take any other action with respect thereto and such determination will not in any way modify or affect any of Agent’s or Lenders’ rights hereunder.

     11.3. Setoff. Subject to Section 14.12, in addition to any other rights which Agent or any Lender may have under Applicable Law, upon the occurrence of an Event of Default hereunder, Agent and such Lender shall have a right, immediately and without notice of any kind, to apply Borrower’s property held by Agent and such Lender to reduce the Obligations.

     11.4. Rights and Remedies not Exclusive. The enumeration of the foregoing rights and remedies is not intended to be exhaustive and the exercise of any rights or remedy shall not preclude the exercise of any other right or remedies provided for herein or otherwise provided by law, all of which shall be cumulative and not alternative.

     11.5. Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Agent on account of the Obligations or any other amounts outstanding under any of the Other Documents or in respect of the Collateral may, at Agent’s discretion, be paid over or delivered as follows:

     FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of the Agent in connection with enforcing its rights and the rights of the Lenders under this Agreement and the Other Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of this Agreement;

     SECOND, to payment of any fees owed to the Agent;

74

     THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of each of the Lenders in connection with enforcing its rights under this Agreement and the Other Documents or otherwise with respect to the Obligations owing to such Lender;

     FOURTH, to the payment of all of the Obligations consisting of accrued fees and interest;

     FIFTH, to the payment of the outstanding principal amount of the Obligations (including the payment or cash collateralization of any outstanding Letters of Credit);

     SIXTH, to all other Obligations and other obligations which shall have become due and payable under the Other Documents or otherwise and not repaid pursuant to clauses “FIRST” through “FIFTH” above; and

     SEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus.

     In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding Advances held by such Lender bears to the aggregate then outstanding Advances) of amounts available to be applied pursuant to clauses “FOURTH”, “FIFTH” and “SIXTH” above; and (iii) to the extent that any amounts available for distribution pursuant to clause “FIFTH” above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by the Agent in a cash collateral account and applied (A) first, to reimburse the Issuer from time to time for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses “FIFTH” and “SIXTH” above in the manner provided in this Section 11.5.

XII. WAIVERS AND JUDICIAL PROCEEDINGS.

     12.1. Waiver of Notice. Borrower hereby waives notice of non-payment of any of the Receivables, demand, presentment, protest and notice thereof with respect to any and all instruments, notice of acceptance hereof, notice of loans or advances made, credit extended, Collateral received or delivered, or any other action taken in reliance hereon, and all other demands and notices of any description, except such as are expressly provided for herein.

     12.2. Delay. No delay or omission on Agent’s or any Lender’s part in exercising any right, remedy or option shall operate as a waiver of such or any other right, remedy or option or of any Default or Event of Default.

     12.3. Jury Waiver. EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (A) ARISING UNDER THIS AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR (B) IN ANY WAY CONNECTED WITH OR RELATED

75

OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR THE TRANSACTIONS RELATED HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE AND EACH PARTY HEREBY CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENTS OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

XIII. EFFECTIVE DATE AND TERMINATION.

     13.1. Term. This Agreement, which shall inure to the benefit of and shall be binding upon the respective successors and permitted assigns of Borrower, Agent and each Lender, shall become effective on the date hereof and shall continue in full force and effect until the earlier of (a) October 31, 2009 and (b) the date that is ninety (90) days prior to maturity date of the Indebtedness due under the Subordinated Loan Documentation (the “Term”) unless sooner terminated as herein provided. Borrower may terminate this Agreement at any time upon ninety (90) days’ prior written notice upon payment in full of the Obligations. In the event the Obligations are prepaid in full prior to the last day of the Term (the date of such prepayment hereinafter referred to as the “Early Termination Date”), Borrower shall pay to Agent for the benefit of Lenders an early termination fee in an amount equal to (x) $37,500 if the Early Termination Date occurs on or after the Closing Date to and including the date immediately preceding the second anniversary of the Closing Date, and (y) $0 if the Early Termination Date occurs on or after the second anniversary of the Closing Date to and including the date immediately preceding the third anniversary of the Closing Date.

     13.2. Termination. The termination of the Agreement shall not affect Borrower’s, Agent’s or any Lender’s rights, or any of the Obligations having their inception prior to the effective date of such termination, and the provisions hereof shall continue to be fully operative until all transactions entered into, rights or interests created or Obligations have been fully and indefeasibly paid, disposed of, concluded or liquidated. The security interests, Liens and rights granted to Agent and Lenders hereunder and the financing statements filed hereunder shall continue in full force and effect, notwithstanding the termination of this Agreement or the fact that Borrower’s Account may from time to time be temporarily in a zero or credit position, until all of the Obligations of Borrower have been indefeasibly paid and performed in full after the termination of this Agreement or Borrower has furnished Agent and Lenders with an indemnification satisfactory to Agent and Lenders with respect thereto. Accordingly, Borrower waives any rights which it may have under the Uniform Commercial Code to demand the filing of termination statements with respect to the Collateral, and Agent shall not be required to send such termination statements to Borrower, or to file them with any filing office, unless and until this Agreement shall have been terminated in accordance with its terms and all Obligations have been indefeasibly paid in full in immediately available funds. All representations, warranties, covenants, waivers and agreements contained herein shall survive termination hereof until all Obligations are indefeasibly paid and performed in full.

76

XIV. REGARDING AGENT.

     14.1. Appointment. Each Lender hereby designates PNC to act as Agent for such Lender under this Agreement and the Other Documents. Each Lender hereby irrevocably authorizes Agent to take such action on its behalf under the provisions of this Agreement and the Other Documents and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of Agent by the terms hereof and thereof and such other powers as are reasonably incidental thereto and Agent shall hold all Collateral, payments of principal and interest, fees (except the fees set forth in Sections 3.3(a) and 3.4), charges and collections (without giving effect to any collection days) received pursuant to this Agreement, for the ratable benefit of Lenders. Agent may perform any of its duties hereunder by or through its agents or employees. As to any matters not expressly provided for by this Agreement (including collection of the Note) Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding; provided, however, that Agent shall not be required to take any action which exposes Agent to liability or which is contrary to this Agreement or the Other Documents or Applicable Law unless Agent is furnished with an indemnification reasonably satisfactory to Agent with respect thereto.

     14.2. Nature of Duties. Agent shall have no duties or responsibilities except those expressly set forth in this Agreement and the Other Documents. Neither Agent nor any of its officers, directors, employees or agents shall be (i) liable for any action taken or omitted by them as such hereunder or in connection herewith, unless caused by their gross (not mere) negligence or willful misconduct (as determined by a court of competent jurisdiction in a final non- appealable judgment), or (ii) responsible in any manner for any recitals, statements, representations or warranties made by Borrower or any officer thereof contained in this Agreement, or in any of the Other Documents or in any certificate, report, statement or other document referred to or provided for in, or received by Agent under or in connection with, this Agreement or any of the Other Documents or for the value, validity, effectiveness, genuineness, due execution, enforceability or sufficiency of this Agreement, or any of the Other Documents or for any failure of Borrower to perform its obligations hereunder. Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any of the Other Documents, or to inspect the properties, books or records of Borrower. The duties of Agent as respects the Advances to Borrower shall be mechanical and administrative in nature; Agent shall not have by reason of this Agreement a fiduciary relationship in respect of any Lender; and nothing in this Agreement, expressed or implied, is intended to or shall be so construed as to impose upon Agent any obligations in respect of this Agreement except as expressly set forth herein.

     14.3. Lack of Reliance on Agent and Resignation. Independently and without reliance upon Agent or any other Lender, each Lender has made and shall continue to make (i) its own independent investigation of the financial condition and affairs of Borrower in connection with the making and the continuance of the Advances hereunder and the taking or not taking of any action in connection herewith, and (ii) its own appraisal of the creditworthiness of Borrower. Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information with respect thereto, whether coming into its

77

possession before making of the Advances or at any time or times thereafter except as shall be provided by Borrower pursuant to the terms hereof. Agent shall not be responsible to any Lender for any recitals, statements, information, representations or warranties herein or in any agreement, document, certificate or a statement delivered in connection with or for the execution, effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement or any Other Document, or of the financial condition of Borrower, or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement, the Note, the Other Documents or the financial condition of Borrower, or the existence of any Event of Default or any Default.

     Agent may resign on sixty (60) days’ written notice to each of Lenders and Borrower and upon such resignation, the Required Lenders will promptly designate a successor Agent reasonably satisfactory to Borrower.

     Any such successor Agent shall succeed to the rights, powers and duties of Agent, and the term “Agent” shall mean such successor agent effective upon its appointment, and the former Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Agent. After any Agent’s resignation as Agent, the provisions of this Article XIV shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

     14.4. Certain Rights of Agent. If Agent shall request instructions from Lenders with respect to any act or action (including failure to act) in connection with this Agreement or any Other Document, Agent shall be entitled to refrain from such act or taking such action unless and until Agent shall have received instructions from the Required Lenders; and Agent shall not incur liability to any Person by reason of so refraining. Without limiting the foregoing, Lenders shall not have any right of action whatsoever against Agent as a result of its acting or refraining from acting hereunder in accordance with the instructions of the Required Lenders.

     14.5. Reliance. Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype or telecopier message, cablegram, order or other document or telephone message believed by it to be genuine and correct and to have been signed, sent or made by the proper person or entity, and, with respect to all legal matters pertaining to this Agreement and the Other Documents and its duties hereunder, upon advice of counsel selected by it. Agent may employ agents and attorneys-in- fact and shall not be liable for the default or misconduct of any such agents or attorneys-in-fact selected by Agent with reasonable care.

     14.6. Notice of Default. Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default hereunder or under the Other Documents, unless Agent has received notice from a Lender or Borrower referring to this Agreement or the Other Documents, describing such Default or Event of Default and stating that such notice is a “notice of default”. In the event that Agent receives such a notice, Agent shall give notice thereof to Lenders. Agent shall take such action with respect to such Default or Event of Default as shall be reasonably directed by the Required Lenders; provided, that, unless and until Agent shall have received such directions, Agent may (but shall not be obligated to) take such action, or refrain

78

from taking such action, with respect to such Default or Event of Default as it shall deem advisable in the best interests of Lenders.

     14.7. Indemnification. To the extent Agent is not reimbursed and indemnified by Borrower, each Lender will reimburse and indemnify Agent in proportion to its respective portion of the Advances (or, if no Advances are outstanding, according to its Commitment Percentage), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Agent in performing its duties hereunder, or in any way relating to or arising out of this Agreement or any Other Document; provided that, Lenders shall not be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from Agent’s gross (not mere) negligence or willful misconduct (as determined by a court of competent jurisdiction in a final non-appealable judgment).

     14.8. Agent in its Individual Capacity. With respect to the obligation of Agent to lend under this Agreement, the Advances made by it shall have the same rights and powers hereunder as any other Lender and as if it were not performing the duties as Agent specified herein; and the term “Lender” or any similar term shall, unless the context clearly otherwise indicates, include Agent in its individual capacity as a Lender. Agent may engage in business with Borrower as if it were not performing the duties specified herein, and may accept fees and other consideration from Borrower for services in connection with this Agreement or otherwise without having to account for the same to Lenders.

     14.9. Delivery of Documents. To the extent Agent receives financial statements required under Sections 9.7, 9.8, 9.9, 9.12 and 9.13 or Borrowing Base Certificates from Borrower pursuant to the terms of this Agreement which Borrower is not obligated to deliver to each Lender, Agent will promptly furnish such documents and information to Lenders.

     14.10. Borrower’s Undertaking to Agent. Without prejudice to its obligations to Lenders under the other provisions of this Agreement, Borrower hereby undertakes with Agent to pay to Agent from time to time on demand all amounts from time to time due and payable by it for the account of Agent or Lenders or any of them pursuant to this Agreement to the extent not already paid. Any payment made pursuant to any such demand shall pro tanto satisfy the Borrower’s obligations to make payments for the account of Lenders or the relevant one or more of them pursuant to this Agreement.

     14.11. No Reliance on Agent’s Customer Identification Program. Each Lender acknowledges and agrees that neither such Lender, nor any of its Affiliates, participants or assignees, may rely on the Agent to carry out such Lender’s, Affiliate’s, participant’s or assignee’s customer identification program, or other obligations required or imposed under or pursuant to the USA PATRIOT Act or the regulations thereunder, including the regulations contained in 31 CFR 103.121 (as hereafter amended or replaced, the “CIP Regulations”), or any other Anti-Terrorism Law, including any programs involving any of the following items relating to or in connection with Borrower, its Affiliates or its agents, this Agreement, the Other Documents or the transactions hereunder or contemplated hereby: (1) any identity verification

79

procedures, (2) any record-keeping, (3) comparisons with government lists, (4) customer notices or (5) other procedures required under the CIP Regulations or such other laws.

     14.12. Other Agreements. Each of the Lenders agrees that it shall not, without the express consent of Agent, and that it shall, to the extent it is lawfully entitled to do so, upon the request of Agent, set off against the Obligations, any amounts owing by such Lender to Borrower or any deposit accounts of Borrower now or hereafter maintained with such Lender. Anything in this Agreement to the contrary notwithstanding, each of the Lenders further agrees that it shall not, unless specifically requested to do so by Agent, take any action to protect or enforce its rights arising out of this Agreement or the Other Documents, it being the intent of Lenders that any such action to protect or enforce rights under this Agreement and the Other Documents shall be taken in concert and at the direction or with the consent of Agent or Required Lenders.

XV. MISCELLANEOUS.

     15.1. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania applied to contracts to be performed wholly within the Commonwealth of Pennsylvania. Any judicial proceeding brought by or against Borrower with respect to any of the Obligations, this Agreement, the Other Documents or any related agreement may be brought in any court of competent jurisdiction in the Commonwealth of Pennsylvania, United States of America, and, by execution and delivery of this Agreement, Borrower accepts for itself and in connection with its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. Borrower hereby waives personal service of any and all process upon it and consents that all such service of process may be made by registered mail (return receipt requested) directed to Borrower at its address set forth in Section 15.6 and service so made shall be deemed completed five (5) days after the same shall have been so deposited in the mails of the United States of America. Nothing herein shall affect the right to serve process in any manner permitted by law or shall limit the right of Agent or any Lender to bring proceedings against Borrower in the courts of any other jurisdiction. Borrower waives any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. Borrower waives the right to remove any judicial proceeding brought against Borrower in any state court to any federal court. Any judicial proceeding by Borrower against Agent or any Lender involving, directly or indirectly, any matter or claim in any way arising out of, related to or connected with this Agreement or any related agreement, shall be brought only in a federal or state court located in the County of Philadelphia, Commonwealth of Pennsylvania.

     15.2. Entire Understanding.

          (a) This Agreement and the documents executed concurrently herewith contain the entire understanding between Borrower, Agent and each Lender and supersedes all prior agreements and understandings, if any, relating to the subject matter hereof. Any promises, representations, warranties or guarantees not herein contained and hereinafter made shall have no force and effect unless in writing, signed by Borrower’s, Agent’s and each Lender’s respective

80

officers. Neither this Agreement nor any portion or provisions hereof may be changed, modified, amended, waived, supplemented, discharged, cancelled or terminated orally or by any course of dealing, or in any manner other than by an agreement in writing, signed by the party to be charged. Borrower acknowledges that it has been advised by counsel in connection with the execution of this Agreement and Other Documents and is not relying upon oral representations or statements inconsistent with the terms and provisions of this Agreement.

          (b) The Required Lenders, or Agent with the consent in writing of the Required Lenders, and Borrower may, subject to the provisions of this Section 15.2 (b), from time to time enter into written supplemental agreements to this Agreement or the Other Documents executed by Borrower, for the purpose of adding or deleting any provisions or otherwise changing, varying or waiving in any manner the rights of Lenders, Agent or Borrower thereunder or the conditions, provisions or terms thereof or waiving any Event of Default thereunder, but only to the extent specified in such written agreements; provided, however, that no such supplemental agreement shall, without the consent of all Lenders:

          (i) increase the Commitment Percentage, the maximum dollar commitment of any Lender or the Maximum Revolving Advance Amount;

          (ii) extend the maturity of any Note or the due date for any amount payable hereunder, or decrease the rate of interest or reduce any fee payable by Borrower to Lenders pursuant to this Agreement;

          (iii) alter the definition of the term Required Lenders or alter, amend or modify this Section 15.2(b);

          (iv) release any Collateral during any calendar year (other than in accordance with the provisions of this Agreement) having an aggregate value in excess of $500,000;

          (v) change the rights and duties of Agent;

          (vi) permit any Revolving Advance to be made if after giving effect thereto the total of Revolving Advances outstanding hereunder would exceed the Formula Amount for more than sixty (30) consecutive Business Days or exceed one hundred and five percent (105%) of the Formula Amount; or

          (vii) increase the Receivables Advance Rate above the Receivables Advance Rate in effect on the Closing Date.

     Any such supplemental agreement shall apply equally to each Lender and shall be binding upon Borrower, Lenders and Agent and all future holders of the Obligations. In the case of any waiver, Borrower, Agent and Lenders shall be restored to their former positions and rights, and any Event of Default waived shall be deemed to be cured and not continuing, but no waiver of a specific Event of Default shall extend to any subsequent Event of Default (whether or not the subsequent Event of Default is the same as the Event of Default which was waived), or impair any right consequent thereon.

81

     In the event that Agent requests the consent of a Lender pursuant to this Section 15.2 and such Lender shall not respond or reply to Agent in writing within five (5) days of delivery of such request, such Lender shall be deemed to have consented to the matter that was the subject of the request. In the event that Agent requests the consent of a Lender pursuant to this Section 15.2 and such consent is denied, then PNC may, at its option, require such Lender to assign its interest in the Advances to PNC or to another Lender or to any other Person designated by the Agent (the “Designated Lender”), for a price equal to the then outstanding principal amount thereof plus accrued and unpaid interest and fees due such Lender, which interest and fees shall be paid when collected from Borrower. In the event PNC elects to require any Lender to assign its interest to PNC or to the Designated Lender, PNC will so notify such Lender in writing within forty five (45) days following such Lender’s denial, and such Lender will assign its interest to PNC or the Designated Lender no later than five (5) days following receipt of such notice pursuant to a Commitment Transfer Supplement executed by such Lender, PNC or the Designated Lender, as appropriate, and Agent.

     Notwithstanding (a) the existence of a Default or an Event of Default, (b) that any of the other applicable conditions precedent set forth in Section 8.2 hereof have not been satisfied or (c) any other provision of this Agreement, Agent may at its discretion and without the consent of the Required Lenders, voluntarily permit the outstanding Revolving Advances at any time to exceed the Formula Amount by up to ten percent (10%) of the Formula Amount for up to thirty (30) consecutive Business Days (the “Out-of-Formula Loans”). If Agent is willing in its sole and absolute discretion to make such Out-of-Formula Loans, such Out-of-Formula Loans shall be payable on demand and shall bear interest at the Default Rate for Revolving Advances consisting of Domestic Rate Loans; provided that, if Lenders do make Out-of-Formula Loans, neither Agent nor Lenders shall be deemed thereby to have changed the limits of Section 2.1(a). For purposes of this paragraph, the discretion granted to Agent hereunder shall not preclude involuntary overadvances that may result from time to time due to the fact that the Formula Amount was unintentionally exceeded for any reason, including, but not limited to, Collateral previously deemed to be “Eligible Receivables” becomes ineligible, collections of Receivables applied to reduce outstanding Revolving Advances are thereafter returned for insufficient funds or overadvances are made to protect or preserve the Collateral. In the event Agent involuntarily permits the outstanding Revolving Advances to exceed the Formula Amount by more than ten percent (10%), Agent shall use its efforts to have Borrower decrease such excess in as expeditious a manner as is practicable under the circumstances and not inconsistent with the reason for such excess. Revolving Advances made after Agent has determined the existence of involuntary overadvances shall be deemed to be involuntary overadvances and shall be decreased in accordance with the preceding sentence.

     In addition to (and not in substitution of) the discretionary Revolving Advances permitted above in this Section 15.2, the Agent is hereby authorized by Borrower and the Lenders, from time to time in the Agent’s sole discretion, (A) after the occurrence and during the continuation of a Default or an Event of Default, or (B) at any time that any of the other applicable conditions precedent set forth in Section 8.2 hereof have not been satisfied, to make Revolving Advances to Borrower on behalf of the Lenders which the Agent, in its reasonable business judgment, deems necessary or desirable (a) to preserve or protect the Collateral, or any portion thereof, (b) to enhance the likelihood of, or maximize the amount of, repayment of the Advances and other Obligations, or (c) to pay any other amount chargeable to Borrower pursuant to the terms of this

82

Agreement; provided, that at any time after giving effect to any such Revolving Advances the outstanding Revolving Advances do not exceed one hundred and ten percent (110%) of the Formula Amount.

     15.3. Successors and Assigns: Participations: New Lenders.

          (a) This Agreement shall be binding upon and inure to the benefit of Borrower, Agent, each Lender, all future holders of the Obligations and their respective successors and assigns, except that Borrower may not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of Agent and each Lender.

          (b) Borrower acknowledges that in the regular course of commercial banking business one or more Lenders may at any time and from time to time sell participating interests in the Advances to other financial institutions (each such transferee or purchaser of a participating interest, a “Participant”). Each Participant may exercise all rights of payment (including rights of set-off) with respect to the portion of such Advances held by it or other Obligations payable hereunder as fully as if such Participant were the direct holder thereof provided that Borrower shall not be required to pay to any Participant more than the amount which it would have been required to pay to Lender which granted an interest in its Advances or other Obligations payable hereunder to such Participant had such Lender retained such interest in the Advances hereunder or other Obligations payable hereunder and in no event shall Borrower be required to pay any such amount arising from the same circumstances and with respect to the same Advances or other Obligations payable hereunder to both such Lender and such Participant. Borrower hereby grants to any Participant a continuing security interest in any deposits, moneys or other property actually or constructively held by such Participant as security for the Participant’s interest in the Advances.

          (c) Any Lender, with the consent of Agent which shall not be unreasonably withheld or delayed, may sell, assign or transfer all or any part of its rights and obligations under or relating to Revolving Advances under this Agreement and the Other Documents to one or more additional banks or financial institutions and one or more additional banks or financial institutions may commit to make Advances hereunder (each a “Purchasing Lender”), in minimum amounts of not less than $5,000,000, pursuant to a Commitment Transfer Supplement, executed by a Purchasing Lender, the transferor Lender, and Agent and delivered to Agent for recording. Upon such execution, delivery, acceptance and recording, from and after the transfer effective date determined pursuant to such Commitment Transfer Supplement, (i) Purchasing Lender thereunder shall be a party hereto and, to the extent provided in such Commitment Transfer Supplement, have the rights and obligations of a Lender thereunder with a Commitment Percentage as set forth therein, and (ii) the transferor Lender thereunder shall, to the extent provided in such Commitment Transfer Supplement, be released from its obligations under this Agreement, the Commitment Transfer Supplement creating a novation for that purpose. Such Commitment Transfer Supplement shall be deemed to amend this Agreement to the extent, and only to the extent, necessary to reflect the addition of such Purchasing Lender and the resulting adjustment of the Commitment Percentages arising from the purchase by such Purchasing Lender of all or a portion of the rights and obligations of such transferor Lender under this Agreement and the Other Documents. Borrower hereby consents to the addition of such Purchasing Lender and the resulting adjustment of the Commitment Percentages arising from the

83

purchase by such Purchasing Lender of all or a portion of the rights and obligations of such transferor Lender under this Agreement and the Other Documents. Borrower shall execute and deliver such further documents and do such further acts and things in order to effectuate the foregoing.

          (d) Any Lender, with the consent of Agent which shall not be unreasonably withheld or delayed, may directly or indirectly sell, assign or transfer all or any portion of its rights and obligations under or relating to Revolving Advances under this Agreement and the Other Documents to an entity, whether a corporation, partnership, trust, limited liability company or other entity that (i) is engaged in making, purchasing, holding or otherwise investing in bank loans and similar extensions of credit in the ordinary course of its business and (ii) is administered, serviced or managed by the assigning Lender or an Affiliate of such Lender (a “Purchasing CLO” and together with each Participant and Purchasing Lender, each a “Transferee” and collectively the “Transferees”), pursuant to a Commitment Transfer Supplement modified as appropriate to reflect the interest being assigned (“Modified Commitment Transfer Supplement”), executed by any intermediate purchaser, the Purchasing CLO, the transferor Lender, and Agent as appropriate and delivered to Agent for recording. Upon-such execution and delivery, from and after the transfer effective date determined pursuant to such Modified Commitment Transfer Supplement, (i) Purchasing CLO thereunder shall be a party hereto and, to the extent provided in such Modified Commitment Transfer Supplement, have the rights and obligations of a Lender thereunder and (ii) the transferor Lender thereunder shall, to the extent provided in such Modified Commitment Transfer Supplement, be released from its obligations under this Agreement, the Modified Commitment Transfer Supplement creating/a novation for that purpose. Such Modified Commitment Transfer Supplement shall be deemed to amend this Agreement to the extent, and only to the extent, necessary to reflect the addition of such Purchasing CLO. Borrower hereby consents to the addition of such Purchasing CLO. Borrower shall execute and deliver such further documents and do such further acts and things in order to effectuate the foregoing.

          (e) Agent shall maintain at its address a copy of each Commitment Transfer Supplement and Modified Commitment Transfer Supplement delivered to it and a register (the “Register”) for the recordation of the names and addresses of each Lender and the outstanding principal, accrued and unpaid interest and other fees due hereunder. The entries in the Register shall be conclusive, in the absence of manifest error, and Borrower, Agent and Lenders may treat each Person whose name is recorded in the Register as the owner of the Advance recorded therein for the purposes of this Agreement. The Register shall be available for inspection by Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice. Agent shall receive a fee in the amount of $3,500 payable by the applicable Purchasing Lender and/or Purchasing CLO upon the effective date of each transfer or assignment (other than to an intermediate purchaser) to such Purchasing Lender and/or Purchasing CLO.

          (f) Borrower authorizes each Lender to disclose to any Transferee and any prospective Transferee any and all financial information in such Lender’s possession concerning Borrower which has been delivered to such Lender by or on behalf of Borrower pursuant to this Agreement or in connection with such Lender’s credit evaluation of Borrower.

84

     15.4. Application of Payments. Agent shall have the continuing and exclusive right to apply or reverse and re-apply any payment and any and all proceeds of Collateral to any portion of the Obligations. To the extent that Borrower makes a payment or Agent or any Lender receives any payment or proceeds of the Collateral for Borrower’s benefit, which are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, debtor in possession, receiver, custodian or any other party under any bankruptcy law, common law or equitable cause, then, to such extent, the Obligations or part thereof intended to be satisfied shall be revived and continue as if such payment or proceeds had not been received by Agent or such Lender.

     15.5. Indemnity. Borrower shall indemnify Agent, each Lender and each of their respective officers, directors, Affiliates, attorneys, employees and agents from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses and disbursements of any kind or nature whatsoever (including fees and disbursements of counsel) which may be imposed on, incurred by, or asserted against Agent or any Lender in any claim, litigation, proceeding or investigation instituted or conducted by any Governmental Body or instrumentality or any other Person with respect to any aspect of, or any transaction contemplated by, or referred to in, or any matter related to, this Agreement or the Other Documents, whether or not Agent or any Lender is a party thereto, except to the extent that any of the foregoing arises out of the willful misconduct or gross negligence of the party being indemnified (as determined by a court of competent jurisdiction in a final and non-appealable judgment). Without limiting the generality of the foregoing, this indemnity shall extend to any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses and disbursements of any kind or nature whatsoever (including fees and disbursements of counsel) asserted against or incurred by any of the indemnitees described above in this Section 15.5 by any Person under any Environmental Laws or similar laws by reason of Borrower’s or any other Person’s failure to comply with laws applicable to solid or hazardous waste materials, including Hazardous Substances and Hazardous Waste, or other Toxic Substances. Additionally, if any taxes (excluding taxes imposed upon or measured solely by the net income of Agent and Lenders, but including any intangibles taxes, stamp tax, recording tax or franchise tax) shall be payable by Agent, Lenders or Borrower on account of the execution or delivery of this Agreement, or the execution, delivery, issuance or recording of any of the Other Documents, or the creation or repayment of any of the Obligations hereunder, by reason of any Applicable Law now or hereafter in effect, Borrower will pay (or will promptly reimburse Agent and Lenders for payment of) all such taxes, including interest and penalties thereon, and will indemnify and hold the indemnitees described above in this Section 15.5 harmless from and against all liability in connection therewith.

     15.6. Notice. Any notice or request hereunder may be given to Borrower or to Agent or any Lender at their respective addresses set forth below or at such other address as may hereafter be specified in a notice designated as a notice of change of address under this Section. Any notice, request, demand, direction or other communication (for purposes of this Section 15.6 only, a “Notice”) to be given to or made upon any party hereto under any provision of this Loan Agreement shall be given or made in writing (which includes by means of electronic transmission (i.e., “e-mail”) or facsimile transmission in accordance with this Section 15.6. Any such Notice must be delivered to the applicable parties hereto at the addresses and numbers set forth under their respective names on Section 15.6 hereof or in accordance with any subsequent

85

unrevoked Notice from any such party that is given in accordance with this Section 15.6. Any Notice shall be effective:

          (a) In the case of hand-delivery, when delivered;

          (b) If given by mail, four days after such Notice is deposited with the United States Postal Service, with first-class postage prepaid, return receipt requested;

          (c) In the case of a facsimile transmission, when sent to the applicable party’s facsimile machine’s telephone number, if the party sending such Notice receives confirmation of the delivery thereof from its own facsimile machine, provided an email or telephonic notice of the existence of such facsimile is sent on a substantially concurrent basis;

          (d) In the case of electronic transmission, when actually received; and

          (e) If given by any other means (including by overnight courier), when actually received.

     Any Lender giving a Notice to Borrower shall concurrently send a copy thereof to the Agent, and the Agent shall promptly notify the other Lenders of its receipt of such Notice.

(A) If to Agent or PNC at:

PNC Bank, National Association
1600 Market Street
Philadelphia, PA 19103
Attention: Craig Sheets
Telephone: (215)585-5231
Facsimile: (215)585-4771

with a copy to:

PNC Bank, National Association
PNC Agency Services
PNC Firstside Center
500 First Avenue, 4^th Floor
Pittsburgh, Pennsylvania 15219
Attention: Lisa Pierce
Telephone: (412)762-6442
Facsimile: (412) 762-8672

with an additional copy to:

Ballard Spahr Andrews & Ingersoll, LLP
1735 Market Street, 51^st Floor
Philadelphia, PA 19103
Attention: Carl H. Fridy

86

Telephone: (215)864-8726
Facsimile: (215) 864-9178

(B)  if to a Lender other than Agent, as specified on the

  signature pages hereof

(C)  If to Borrower:

Research Pharmaceutical Services, Inc.
610 West Germantown Pike, Suite 200
Plymouth Meeting, PA 19462
Attention: Steven Bell
Telephone: (215)540-0700
Facsimile: (484)533-2018

with a copy to:

Pepper Hamilton, LLP “
400 Berwyn Park
899 Casset Road
Berwyn, PA 19312-1183
Attention: Christopher S. Miller
Telephone: (610)640-7837
Facsimile: (610)640-7835

     15.7. Survival. The obligations of Borrower under Sections 2.2(f), 3.7, 3.8, 3.9, 4.19(h), and 15.5 and the obligations of Lenders under Section 14.7, shall survive termination of this Agreement and the Other Documents and payment in full of the Obligations.

     15.8. Severability. If any part of this Agreement is contrary to, prohibited by, or deemed invalid under Applicable Laws or regulations, such provision shall be inapplicable and deemed omitted to the extent so contrary, prohibited or invalid, but the remainder hereof shall not be invalidated thereby and shall be given effect so far as possible.

     15.9. Expenses. All reasonable costs and expenses including reasonable attorneys’ fees (including the allocated costs of in house counsel) and disbursements incurred by Agent on its behalf or on behalf of Lenders and Lenders (a) in all efforts made to enforce payment of any Obligation or effect collection of any Collateral, or (b) in connection with the entering into, modification, amendment, administration and enforcement of this Agreement, the Subordination Agreement or any consents or waivers hereunder or thereunder and all related agreements, documents and instruments (save those performed solely for the benefit of Lender(s) or Agent because of changes in applicable banking rules and regulations), or (c) in instituting, maintaining, preserving, enforcing and foreclosing on Agent’s security interest in or Lien on any of the Collateral, or maintaining, preserving or enforcing any of Agent’s or any Lender’s rights hereunder, under the Subordination Agreement and under all related agreements, documents and instruments, whether through judicial proceedings or otherwise, or (d) in defending or

87

prosecuting any actions or proceedings arising out of or relating to Agent’s or any Lender’s transactions with Borrower or any Subordinated Lender or (e) in connection with any advice given to Agent or any Lender with respect to its rights and obligations under this Agreement, the Subordination Agreement and all related agreements, documents and instruments, may be charged to Borrower’s Account and shall be part of the Obligations.

     15.10. Injunctive Relief. Borrower recognizes that, in the event Borrower fails to perform, observe or discharge any of its obligations or liabilities under this Agreement, or threatens to fail to perform, observe or discharge such obligations or liabilities, any remedy at law may prove to be inadequate relief to Lenders; therefore, Agent, if Agent so requests, shall be entitled to temporary and permanent injunctive relief in any such case without the necessity of proving that actual damages are not an adequate remedy.

     15.11. Damages. Neither Agent nor any Lender, nor any agent or attorney for any of them, shall be liable to Borrower (or any Affiliate of any such Person) for indirect, punitive, exemplary or consequential damages arising from any breach of contract, tort or other wrong relating to the establishment, administration or collection of the Obligations or as a result of any transaction contemplated under this Agreement or any Other Document.

     15.12. Captions. The captions at various places in this Agreement are intended for convenience only and do not constitute and shall not be interpreted as part of this Agreement.

     15.13. Counterparts: Facsimile Signatures. This Agreement may be executed in any number of and by different parties hereto on separate counterparts, all of which, when so executed, shall be deemed an original, but all such counterparts shall constitute one and the same agreement. Any signature delivered by a party by facsimile transmission shall be deemed to be an original signature hereto.

     15.14. Construction. The parties acknowledge that each party and its counsel have reviewed this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any amendments, schedules or exhibits thereto.

     15.15. Confidentiality; Sharing Information. Agent, each Lender and each Transferee shall hold all non-public information obtained by Agent, such Lender or such Transferee pursuant to the requirements of this Agreement in accordance with Agent’s, such Lender’s and such Transferee’s customary procedures for handling confidential information of this nature; provided, however, Agent, each Lender and each Transferee may disclose such confidential information (a) to its examiners, Affiliates, outside auditors, counsel and other professional advisors, (b) to Agent, any Lender or to any prospective Transferees, and (c) as required or requested by any Governmental Body or representative thereof or pursuant to legal process; provided, further that (i) unless specifically prohibited by Applicable Law or court order, Agent, each Lender and each Transferee shall use its reasonable best efforts prior to disclosure thereof, to notify Borrower of the applicable request for disclosure of such non-public information (A) by a Governmental Body or representative thereof (other than any such request in connection with an examination of the financial condition of a Lender or a Transferee by such Governmental Body) or (B) pursuant to legal process and (ii) in no event shall Agent, any Lender or any

88

Transferee be obligated to return any materials furnished by Borrower other than those documents and instruments in possession of Agent or any Lender in order to perfect its Lien on the Collateral once the Obligations have been paid in full and this Agreement has been terminated. Borrower acknowledges that from time to time financial advisory, investment banking and other services may be offered or provided to Borrower or one or more of its Affiliates (in connection with this Agreement or otherwise) by any Lender or by one or more Subsidiaries or Affiliates of such Lender and Borrower hereby authorizes each Lender to share any information delivered to such Lender by Borrower and its Subsidiaries pursuant to this Agreement, or in connection with the decision of such Lender to enter into this Agreement, to any such Subsidiary or Affiliate of such Lender, it being understood that any such Subsidiary or Affiliate of any Lender receiving such information shall be bound by the provisions of this Section 15.15 as if it were a Lender hereunder. Such authorization shall survive the repayment of the other Obligations and the termination of this Agreement.

     15.16. Publicity. Borrower and each Lender hereby authorizes Agent to make appropriate announcements of the financial arrangement entered into among Borrower, Agent and Lenders, including announcements which are commonly known as tombstones, in such publications and to such selected parties as Agent shall in its sole and absolute discretion deem appropriate.

     15.17. Certifications From Banks and Participants; US PATRIOT Act. Each Lender or assignee or participant of a Lender that is not incorporated under the Laws of the United States of America or a state thereof (and is not excepted from the certification requirement contained in Section 313 of the USA PATRIOT Act and the applicable regulations because it is both (i) an affiliate of a depository institution or foreign bank that maintains a physical presence in the United States or foreign country, and (ii) subject to supervision by a banking authority regulating such affiliated depository institution or foreign bank) shall deliver to the Agent the certification, or, if applicable, recertification, certifying that such Lender is not a “shell” and certifying to other matters as required by Section 313 of the USA PATRIOT Act and the applicable regulations: (1) within 10 days after the Closing Date, and (2) as such other times as are required under the USA PATRIOT Act.

89

     Each of the parties has signed this Agreement as of the day and year first above written.

RESEARCH PHARMACEUTICALS, INC.
By	/s/ Steven Bell
Name:	Steven Bell
Title:	CFO

PNC BANK, NATIONAL ASSOCIATION,
as Lender and as Agent
By:	/s/ Craig T. Sheets
Name:	Craig T. Sheets
Title:	V/P
Commitment Percentage: 100%

Exhibit 1.2

Revolving Credit, Term Loan and Security Agreement
Borrowing Base Certificate

		Certificate #:
Company:	Research Pharmaceutical Services, Inc.	Period Ended:	10/19/2006

To induce PNC Bank, National Association (“Agent”) to make a loan advance pursuant to the Revolving Credit, Term Loan and Security Agreement dated as of                                          as well as amendments between the undersigned and Lender, we hereby certify as of the above date, the following:

Collateral Balances:
[1] Previous Certificate Billed AR Balance as of:	9/30/2006		>	$	19,146,168.70
a.) Add : Gross Sales since last Certificate through		1,216,035.35
b.) Less : Collections since last Certificate through (–)		7,586,085.05
c.) Less : Credits since last Certificate through (–)		307,223.87
[2] Total Billed AR now being certified to Bank as of:	10/19/2006		>		12,468,895.13
a.) Less : Total Unqualified AR per monthly Aging dated					5,059,152.35
[3] Net Amount of Qualified AR ( [2] – d )			>		7,409,742.78
[4] Total Loan value of Billed AR@ 85% of [3]			>		6,298,281.36
[5] Previous Certificate Unbilled AR Balance as of:	10/19/2006		>
a.) Add : Additional unbilled since last Certificate through		5,360,922.00
b.) Less : Unbilled subsequently billed since last Certificate through
c.) Less : Other adjustments to unbilled since last Certificate through
[6] Total Unbilled AR now being certified to Bank as of					5,360,922.00
a.) Less : Unqualified (–)					114,991.56
[7] Total Value of Qualified Unbilled AR			>		5,245,930.44
[8] Total Unbilled AR Value @ 85% of [6] or			>		4,459,040.87
($15,000,000.00 CAP., whichever lesser)			>		4,459,040.87
[9] Avail. Reserves: Interest Rate Derivatives / Foreign X Contract
[10] Total Avail. Collateral ( [4] + [B] – [9] ) or			>		10,757,322.24
($15,000,000.00 CAP., whichever lesser)			>		10,757,322.24
Loan Balances:
[11] Loan Balance per previous Certificate			>
a.) Less : Net collections since last certificate ( – )			>
b.) Add : Advance Requested			>
c.) Add / Less : Misc. Loan Adjustment			>
[11] New AR Loan Balance ( [10] – f + g + h )			>		—
[12] Total Collateral Availability ( [9] – [11] Not > than [9] )			>		10,757,322.24
[13] Term Loans (If governed by Borrowing Base)			>		—
[14] Total Loan Outstanding [11] + [13]			>		—
a.) (Line Availability = Credit Line – [14] – [15]			>		15,000,000.00
[15] Loan Reserves for Letter of Credit, BA & Others			>
AR Loan Availability [9] – [11] – [15], Not > than [14a]			>		10,757,322.24

The undersigned hereby certifies that the above representations are true and correct and subject to all conditions of the Loan and Security Agreement. We also represent that to the best of our knowledge, there does not exist a condition which may precipitate default under the terms of the Loan and Security Agreement of any amendment thereto.

SANJAY GUPTA (PNC)	/s/ [ILLEGIBLE]
Prepared By	Authorized Signature
	Date: 10/30/06

For Bank Use Only

Date of Advance: Amount:

Exhibit 2.1(a)

REVOLVING CREDIT NOTE

$15,000,000	Date: November 1, 2006
	Philadelphia, PA

     This Revolving Credit Note is executed and delivered under and pursuant to the terms of that certain Revolving Credit and Security Agreement dated as of October 31, 2006 (as amended, restated, supplemented or modified from time to time, the “Loan Agreement”) by and among RESEARCH PHARMACEUTICAL SERVICES, INC., a Pennsylvania corporation (“Borrower”), with a place of business at 610 West Germantown Pike, Plymouth Meeting, PA 19462 and PNC BANK, NATIONAL ASSOCIATION (“PNC”), the various financial institutions named therein or which hereafter become a party thereto, (together with PNC collectively, “Lenders”) and PNC as agent for Lenders (in such capacity, “Agent”). Capitalized terms not otherwise defined herein shall have the meanings provided in the Loan Agreement.

     FOR VALUE RECEIVED, Borrower hereby promises to pay to the order of PNC, at the office of Agent located at PNC Bank Center, 1600 Market Street, Philadelphia, Pennsylvania 19103 or at such other place as Agent may from time to time designate to Borrower in writing:

     (i) the principal sum of Fifteen Million Dollars ($15,000,000) or, if different, from such amount, the unpaid principal balance of PNC’s Commitment Percentage of the Revolving Advances as may be due and owing under the Loan Agreement, payable in accordance with the provisions of the Loan Agreement, subject to acceleration upon the occurrence of an Event of Default under the Loan Agreement or earlier termination of the Loan Agreement pursuant to the terms thereof; and

     (ii) interest on the principal amount of this Note from time to time outstanding until such principal amount is paid in full at the applicable Revolving Interest Rate in accordance with the provisions of the Loan Agreement. In no event, however, shall interest exceed the maximum interest rate permitted by law. Upon and after the occurrence of an Event of Default, and during the continuation thereof, interest shall be payable at the Default Rate.

     This Note is the Revolving Credit Note referred to in the Loan Agreement and is secured by the liens granted pursuant to the Loan Agreement and the Other Documents, is entitled to the benefits of the Loan Agreement and the Other Documents and is subject to all of the agreements, terms and conditions therein contained.

     This Note is subject to mandatory prepayment and may be voluntarily prepaid, in whole or in part, on the terms and conditions set forth in the Loan Agreement.

     If an Event of Default under Section 10.7 of the Loan Agreement shall occur, then this Note shall immediately become due and payable, without notice, together with reasonable attorneys’ fees if the collection hereof is placed in the hands of an attorney to obtain or enforce payment hereof. If any other Event of Default shall occur under the Loan Agreement or any of

the Loan Documents, which is not cured within any applicable grace period, then this Note may, as provided in the Loan Agreement, be declared to be immediately due and payable, without notice, together with reasonable attorneys’ fees, if the collection hereof is placed in the hands of an attorney to obtain or enforce payment hereof.

     This Note shall be construed and enforced in accordance with the laws of the Commonwealth of Pennsylvania.

     Borrower expressly waives any presentment, demand, protest, notice of protest, or notice of any kind except as expressly provided in the Loan Agreement.

RESEARCH PHARMACEUTICAL SERVICES, INC.
By:	/s/  Steven Bell
Name:	Steven Bell
Title:	CFO

2

FINANCIAL CONDITION CERTIFICATE

     We, Daniel Perlman and Steven Bell hereby certify on behalf of Research Pharmaceutical Services, Inc., a Pennsylvania corporation (“Borrower”), in our capacity as officers of Borrower, and not in our individual capacity; that:

     1. We are the duly elected, qualified and acting President and Chief Financial Officer respectively of Borrower. Borrower is a corporation duly organized, existing and in good standing under the laws of the Commonwealth of Pennsylvania.

     2. We are fully familiar with all of the business and financial affairs of Borrower including without limiting the generality of the foregoing all of the matters hereinafter described.

     3. This Certificate is made and delivered to PNC Bank, National Association (“PNC”) and the various financial institutions named therein and which hereafter became a party thereto (PNC and such other financial institutions, collectively “Lenders”) and PNC as Agent for the Lenders (PNC, in such capacity, “Agent”), for the purpose of inducing Agent and Lenders, now and from time to time hereafter, to advance monies and extend credit and other financial accommodations to Borrower, pursuant to a certain Revolving Credit and Security Agreement dated as of October 31, 2006 between Borrower, Agent and Lenders (as amended, supplemented restated or modified from time to time, the “Loan Agreement”) together with all notes, security agreements, mortgages, agreements, guarantees, instruments and documents heretofore now and from time to time hereafter executed by Borrower and delivered to Lender (all hereinafter collectively referred to as amended, supplemented, restated or modified from time to time the “Loan Documents”). All capitalized terms used herein which are not defined shall have the meanings given to them in the Loan Agreement. We understand that you are relying on this Certificate.

     4. We have reviewed the financial statements delivered to Agent pursuant to Section 5.5 of the Loan Agreement and are fully familiar with the process pursuant to which it was generated. The Balance Sheet delivered in connection with such financial statements fairly presents the assets, liabilities, and net worth of Borrower as of the date thereof.

     5. Immediately following the execution of the Loan Documents and the consummation of the transactions contemplated in connection therewith, (a) the assets of Borrower at a Fair Valuation will be in excess of the total amount of the liabilities (including contingent and unmatured liabilities) of Borrower, (b) Borrower will be able to pay its debts as they become due and (c) Borrower will not have unreasonably small capital in order to carry on its business. All undisputed debts owing to third parties by Borrower are current and not past due. “Fair Valuation” as used herein shall mean valuation on a going concern basis.

     6. The Loan Agreement was and the Other Documents were and will be executed and delivered by Borrower to Agent and Lenders in good faith and in exchange for reasonably equivalent value and fair consideration.

     7. We have reviewed the relevant terms of the Loan Agreement and the Other Documents and have made or have caused to be made under our supervision a review of the transactions and conditions of Borrower from the date of the financial statements set forth in Paragraph 4 hereof to the date of this Certificate and that such review has not disclosed the existence during such period of any condition or event which constitutes or would constitute a default or event or default under the Loan Agreement or the Other Documents.

RESEARCH PHARMACEUTICAL SERVICES, INC.
By:	/s/ Daniel Perlman
	Daniel Perlman, President
By:	/s/ Steven Bell
	Steven Bell, Chief Financial Officer

November 1, 2006

2

Exhibit 15.3

COMMITMENT TRANSFER SUPPLEMENT

      COMMITMENT TRANSFER SUPPLEMENT, dated as of                      , 200___, among                                                                 (the “Transferor Lender”), each Purchasing Lender executing this Commitment Transfer Supplement (each, a “Purchasing Lender”), and PNC Bank, National Association (“PNC”) as agent for the Lenders under the Loan Agreement (as those terms are defined below).

WITNESSETH:

     WHEREAS, this Commitment Transfer Supplement is being executed and delivered in accordance with Section 15.3 of the Revolving Credit and Security Agreement dated as of                     , 2006 (as from time to time amended, supplemented or otherwise modified in accordance with the terms thereof, the “Loan Agreement”) by and among ReSearch Pharmaceutical Services, Inc. the financial institutions party to the Loan Agreement (collectively, “Lenders”) and PNC, as agent for Lenders (in such capacity “Agent”);

     WHEREAS, each Purchasing Lender wishes to become a Lender party to the Loan Agreement; and

     WHEREAS, the Transferor Lender is selling and assigning to each Purchasing Lender, rights, obligations and commitments under the Loan Agreement;

     NOW, THEREFORE, the parties hereto hereby agree as follows:

1.	All capitalized terms used herein which are not defined shall have the meanings given to them in the Loan Agreement.
2.	Upon receipt by the Agent of four (4) counterparts of this Commitment Transfer Supplement, to each of which is attached a fully completed Schedule I, and each of which has been executed by the Transferor Lender, each Purchasing Lender and Agent, Agent will transmit to the Transferor Lender and each Purchasing Lender a Transfer Effective Notice, substantially in the form of Schedule II to this Commitment Transfer Supplement (a “Transfer Effective Notice”). Such Transfer Effective Notice shall set forth, inter alia, the date on which the transfer effected by this Commitment Transfer Supplement shall become effective (the “Transfer Effective Date”), which date shall not be earlier than the first Business Day following the date such Transfer Effective Notice is received. From and after the Transfer Effective Date, each Purchasing Lender shall be a Lender party to the Loan Agreement for all purposes thereof.
3.	At or before 12:00 Noon (New York City Time) on the Transfer Effective Date each Purchasing Lender shall pay to the Transferor Lender, in immediately available funds, an amount equal to the purchase price, as agreed between the Transferor Lender and such Purchasing Lender (the “Purchase Price”), of the portion of the

Advances being purchased by such Purchasing Lender (such Purchasing Lender’s “Purchased Percentage”) of the outstanding Advances and other amounts owing to the Transferor Lender under the Loan Agreement and the Note. Effective upon receipt by the Transferor Lender of the Purchase Price from a Purchasing Lender, the Transferor Lender hereby irrevocably sells, assigns, and transfers to such Purchasing Lender, without recourse, representation or warranty, and each Purchasing Lender hereby irrevocably purchases, takes and assumes from the Transferor Lender, such Purchasing Lender’s Purchased Percentage of the Advances and other amounts owing to the Transferor Lender under the Loan Agreement and the Note together with all instruments, documents and collateral security pertaining thereto.

4.

The Transferor Lender has made arrangements with each Purchasing Lender with respect to (i) the portion, if any, to be paid, and the date or dates for payment, by the Transferor Lender to such Purchasing Lender of any fees heretofore received by the Transferor Lender pursuant to the Loan Agreement prior to the Transfer Effective Date, and (ii) the portion, if any, to be paid and the date or dates for payment, by such Purchasing Lender to the Transferor Lender of fees or interest received by such Purchasing Lender pursuant to the Loan Agreement from and after the Transfer Effective Date.

5.

(a) All principal payments that would otherwise be payable from and after the Transfer Effective Date to or for the account of the Transferor Lender pursuant to the Loan Agreement and the Note shall, instead, be payable to or for the account of the Transferor Lender and each Purchasing Lender, as the case may be, in accordance with their respective interests as reflected in this Commitment Transfer Supplement.

(b) All interest, fees and other amounts that would otherwise accrue for the account of the Transferor Lender from and after the Transfer Effective Date pursuant to the Loan Agreement and the Note shall, instead, accrue for the account of, and be payable to, the Transferor Lender and each Purchasing Lender, as the case may be, in accordance with their respective interests as reflected in this Commitment Transfer Supplement. In the event that any amount of interest, fees or other amounts accruing prior to the Transfer Effective Date was included in the Purchase Price paid by any Purchasing Lender, the Transferor Lender and each Purchasing Lender will make appropriate arrangements for payment by the Transferor Lender to such Purchasing Lender of such amount upon receipt thereof from Borrower.

6.	Concurrently with the execution and delivery hereof, the Transferor Lender will provide to each Purchasing Lender conformed copies of the Loan Agreement and all related documents delivered to the Transferor Lender.
7.	Each of the parties to this Commitment Transfer Supplement agrees that at any time and from time to time, upon the written request of any other party, it will execute and deliver such further documents and do such further acts and things as such other

2

	party may reasonably request in order to effect the purposes of this Commitment Transfer Supplement.
8.	By executing and delivering this Commitment Transfer Supplement, the Transferor Lender and each Purchasing Lender confirm to and agree with each other and Agent and Lenders as follows: (i) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned hereby free and clear of any adverse claim, the Transferor Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Loan Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Agreement, the Note or any other instrument or document furnished pursuant thereto; (ii) the Transferor Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of Borrower or the performance or observance by Borrower of any of its Obligations under the Loan Agreement, the Note or any other instrument or document furnished pursuant hereto; (iii) each Purchasing Lender confirms that it has received a copy of the Loan Agreement, together with copies of such financial statements and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Commitment Transfer Supplement; (iv) each Purchasing Lender will, independently and without reliance upon Agent, the Transferor Lender or any other Lenders and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Agreement; (v) each Purchasing Lender appoints and authorizes Agent to take such action as agent on its behalf and to exercise such powers under the Loan Agreement as are delegated to Agent by the terms thereof; (vi) each Purchasing Lender agrees that it will perform all of its respective obligations as set forth in the Loan Agreement to be performed by each as a Lender; and (vii) each Purchasing Lender represents and warrants to the Transferor Lender, Lenders, Agent and Borrower that it is either (x) entitled to the benefits of any income tax treaty with the United States of America that provides for an exemption from the United States withholding tax on interest and other payments made by Borrower under the Loan Agreement and the Other Documents or (y) is engaged in trade or business within the United States of America.
9.	Schedule I hereto sets for the revised Commitment Percentages of the Transferor Lender and the Commitment Percentage of each Purchasing Lender as well as administrative information with respect to each Purchasing Lender.
10.	This Commitment Transfer Supplement shall be governed by, and construed in accordance with, the laws of the Commonwealth of Pennsylvania.
11.	This Commitment Transfer Supplement may be executed in one or more counterparts, each of which taken together shall constitute one and the same instrument.

3

     IN WITNESS WHEREOF, the parties hereto have caused this Commitment Transfer Supplement to be executed by their respective duly authorized offices on the date set forth above.

As Transferor Lender

By:

Name:

Title:

As a Purchasing Lender

By:

Name:

Title:

PNC BANK, NATIONAL ASSOCIATION
As Agent

By:

Name:

Title:

4

SCHEDULE I TO
COMMITMENT TRANSFER SUPPLEMENT

LIST OF OFFICES, ADDRESSES FOR NOTICE AND COMMITMENT AMOUNTS

[Transferor Lender]	Revised Commitment Amount		$
	Revised Commitment Percentage			%
[Purchasing Lender]	Commitment Amount	$
	Commitment Percentage			%

Addresses for Notices:

Attention:

Telephone:

Telecopier:

5

Schedule II to
COMMITMENT TRANSFER SUPPLEMENT

[Form of Transfer Effective Notice]

To:                                                                                  , as Transferor Lender

                    And

                                                                                       , as Purchasing Lender:

     The undersigned, as Agent under the Revolving Credit [,Term Loan] and Security Agreement dated as of                                           among                                                                                                                                                                                                             , the financial institutions named therein (the “Lenders”) and PNC BANK, NATIONAL ASSOCIATION, as a Lender and as agent for Lenders, acknowledges receipt of four (4) executed counterparts of a completed Commitment Transfer Supplement in the form attached hereto. [Note: attach copy of Commitment Transfer Supplement]. Terms defined in such Commitment Transfer Supplement are used herein as therein defined.

     Pursuant to such Commitment Transfer Supplement, you are advised that the Transfer Effective Date will be [Insert date of Transfer Effective Notice].

PNC BANK, NATIONAL ASSOCIATION

As Agent

By:

Name:

Title:

ACCEPTED FOR RECORDATION
IN REGISTER:                                   

6

Schedules

Schedule 1.2	Permitted Encumbrances
	Liens (Subdebt) to Merion Investment Partners, L.P:
	-Lien #20040002033 (PA)
	-Lien #2003-0858 (Montgomery County Recorder, PA)
	Lien (equipment lease) to Canon Financial Services:
	-Lien 2006051803463 (PA)
	-Lien 2006080306046 (PA)
	Lien (equipment lease) to CIT Communications Finance Corporation:
	-02-0989 (Montgomery County Recorder, PA)
Schedule 4.5	Equipment and Inventory Locations
	Current location -
	610 & 630 W. Germantown Pike
	Plymouth Meeting, Pa. 19462
	Landlord:
	Brandywine Operating Partnership, L.P.
	c/o Brandywine Realty Trust
	401 Plymouth Road, Suite 500
	Plymouth Meeting, PA 19462
	520 Virginia Drive
	Ft. Washington, PA 19025
	Executive Offices-
	610 West Germantown Pike
	Suite 200
	Plymouth Meeting. PA 19462
	Location of limited amounts of “equipment” such as laptops that are not material on an individual basis and as noted in Section 4.5(b)- various employee home offices

Schedule 4.15(h) Deposit and Investment Accounts

Bank	Account Title	Account Numbers	GL Account
Bank of Montreal	Research Pharmaceutical Services, Inc.
	Payroll Clearing Account	[                    ]	01-1102-000
PNC	Research Pharmaceutical Services Inc
	Operating Acct	[                    ]	01-1100-000
PNC	Research Pharmaceutical Services Inc
	Investigator Acct	[                    ]	01-1109-000
PNC	Research Pharmaceutical Services Inc
	Investigator Acct	[                    ]	01-1110-000
PNC	Research Pharmaceutical Services Inc
	Investigator Acct	[                    ]	01-1117-000
PNC	Research Pharmaceutical Services Inc
	Investigator Acct	[                    ]	01-1118-000
PNC	Research Pharmaceutical Services Inc
	Acct	[                    ]	01-1118-000
PNC	Research Pharmaceutical Services Inc
	Investigator Acct	[                    ]	01-1118-000
PNC	Research Pharmaceutical Services Inc
	Investigator Acct	[                    ]	01-1120-000
PNC	Research Pharmaceutical Services Inc AZ
	Investigator Acct	[                    ]	01-1103-000
PNC	Research Pharmaceutical Services Inc
	FSA Acct	[                    ]	01-1111-000
PNC	Research Pharmaceutical Services Inc
	Investigator Acct	[                    ]	01-1120-000
PNC	Research Pharmaceutical Services Inc
	Investigator Acct	[                    ]	01-1124-000
PNC	Research Pharmaceutical Services Inc
	Investigator Acct	[                    ]	01-1122-000
PNC	Research Pharmaceutical Services Inc
	Investigator Acct	[                    ]	01-1123-000
PNC	Research Pharmaceutical Services Inc
	Investigator Acct	[                    ]	01-1126-000
PNC	Research Pharmaceutical Services Inc
	Investigator Acct	[                    ]	01-1125-000
PNC	Line of Credit	[                    ]	01-2805-000
Benemax	Health Reimbursement Acct		01-1113-000
Brazil	Brazil Operating Acct		01-1112-750
Brazil	Brazil Cash - Time Deposit		01-1116-750
Argentina	Argentina Operating Account		01-1115-775
Uruguay	Uruguay Operating Account		01-1114-725

Schedule 4.19	Real Property
	Lease -
	610 & 630 W. Germantown Pike
	Plymouth Meeting PA 19462
	Lease -
	520 Virginia Drive
	Ft. Washington, PA 19025
Schedule 5.1	Consents - NONE

Schedule 5.2(a)	States of Qualification and Good Standing:
	Incorporated and in good standing in the Commonwealth of Pennsylvania
Schedule 5.2(b)	Subsidiaries
	Canada:
	SERVICES DE RECHERCHE PHARMACEUTIQUE INC.
	(RESEARCH PHARMACEUTICAL SERVICES, INC.
	[First-tier Foreign Subsidiary]
	Brazil:
	RPS Do Brasil Servicos de Pesquisa LTD
	Argentina:
	RPS Research SA
	Uruguay:
	RPS Latin America S.A. (fka Delconfin S.A.) [First-tier Foreign Subsidiary]
	and
	RPS Global S.A (fka Citroner S.A.) [First-tier Foreign Subsidiary]
	Mexico:
	RPS Research Mexico S de RL de CV
	RPS Research Servicos S de RL de CV
	Peru:
	RPS Peru S.A.C.
Schedule 5.4	Federal Tax Identification Number:
	23-2735793
Schedule 5.6	Prior Names — ReSearch Pharmaceutical Search, Inc.
Schedule 5.8(b)	Litigation — NONE
Schedule 5.8(d)	Plans:
	ReSearch Pharmaceutical Services, Inc.
	401 (k) Profit Sharing Plan

Schedule 5.9	Intellectual Property, Source Code Escrow Agreements — NONE
Schedule 5.10	Licenses and Permits — NONE
Schedule 5.14	Labor Disputes — NONE

EX-10.3

Exhibit 10.3

FIRST AMENDMENT AND WAIVER

          FIRST AMENDMENT AND WAIVER (this “Agreement”), dated as of August 29, 2007, by and among RESEARCH PHARMACEUTICAL SERVICES, INC., a Pennsylvania corporation (“Borrower”), and PNC BANK, NATIONAL ASSOCIATION, as the sole lender (in such capacity, “Lender”) and as agent under the Credit Agreement (as hereinafter defined) (in such capacity, “Agent”).

W I T N E S S E T H:

          WHEREAS, Borrower, Lender and Agent are parties to a Revolving Credit and Security Agreement dated as of November 1, 2006 (the “Credit Agreement”);

          WHEREAS, Borrower has advised Agent and Lender that it desires to participate in a series of transactions (collectively, the “Transactions”) in which:

          (i) Longxia Acquisition, Inc., a Pennsylvania corporation and a wholly-owned subsidiary of Cross Shore Acquisition Corporation, a Delaware corporation (the “Acquirer”) will first merge with and into Borrower, and promptly thereafter Borrower will merge with and into ReSearch Pharmaceutical Services, LLC, a Delaware limited liability company and also a wholly-owned subsidiary of the Acquirer, with the net result that Borrower will be a Delaware limited liability company known as ReSearch Pharmaceutical Services, LLC and a wholly-owned subsidiary of the Acquirer (such transactions collectively, the “Merger”),

          (ii) prior to or on completion of the Merger, Borrower will pay approximately $2.6 million in dividends to the holders of Borrower’s preferred stock (collectively, the “Preferred Dividends”),

          (iii) prior to or on completion of the Merger, Borrower will pay approximately $4.5 million to Merion Investment Partners L.P. as repayment in full of debt that has been subordinated to the debt owed to the Lender (the “Subordinated Debt Repayment”),

          (iv) The Acquirer will become a guarantor of Borrower’s obligations under the Credit Agreement pursuant to a Guaranty of even date herewith (the “Acquirer Guaranty”) and will pledge its equity interest in Borrower to Agent as additional security for its obligations under the Acquirer Guaranty pursuant to a Pledge Agreement of even date herewith (the “Acquirer Pledge Agreement”, and

          (v) The Acquirer will change its name to ReSearch Pharmaceutical Services, Inc.

          WHEREAS, consummation of the Transactions would breach several of the covenants contained in the Credit Agreement;

          WHEREAS, at the request of Borrower and based on information provided to them by Borrower, Lender and Agent have agreed to consent to the Transactions, and to (i) waive compliance with certain provisions of the Credit Agreement, and (ii) amend the Credit

Agreement to reflect the Transactions, all on the terms and subject to the conditions set forth herein.

          NOW, THEREFORE, in consideration of the foregoing and for other consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

          1. Defined Terms. Unless otherwise defined herein (including in the foregoing recitals), terms defined in the Credit Agreement are used herein as therein defined.

          2. Consent and Waiver. In accordance with Section 15.2(b) of the Credit Agreement:

               (a) Borrower has requested the consent of Agent and Lender to the Merger and the waiver of the limitations of Sections 7.1 and 7.15 in respect thereof and the occurrence of a Change in Control which would result in an Event of Default under Section 10.14 of the Credit Agreement. Agent and Lender hereby consent to the Merger and agree to waive the limitations of Sections 7.1 and 7.15 and any Event of Default under Section 10.14 with respect to the Merger, provided that the Merger is completed by July ___, 2007 on substantially the terms described in Exhibit A hereto.

               (b) Borrower has requested the consent of Agent and Lender to the Preferred Dividend and the waiver of the limitations of Section 7.7 of the Credit Agreement in respect thereof. Agent and Lender hereby consent to the Preferred Dividend and agree to waive the limitations of Sections 7.7 with respect to the Preferred Dividend.

               (c) Borrower has requested the consent of Agent and Lender to the Subordinated Debt Repayment and the waiver of the limitations of Sections 7.17 and 7.21 of the Credit Agreement in respect thereof. Agent and Lender hereby consent to the Subordinated Debt Repayment and agree to waive the limitations of Sections 7.17 and 7.21 with respect to the Subordinated Debt Repayment.

               (d) The foregoing waivers are given solely with respect to the Transactions on a one time basis and shall not be deemed to operate as, or obligate Lender or Agent to grant any, future waiver or modification of the provisions of Sections 7.1, 7.7, 7.15, 7.17, 7.21 or 10.14 or of any other term, condition or Default or Event of Default under the Credit Agreement.

          3. Amendments to Credit Agreement. The Credit Agreement is hereby amended and supplemented as follows:

               (a) The following definitions are hereby added to Section 1.2 of the Credit Agreement:

          “Guarantor” shall mean Cross Shore Acquisition Corporation, a Delaware corporation, and any other Person who may hereafter guarantee payment or performance of the whole or any part of the Obligations and “Guarantors” means collectively all such Persons.

2

          “Guarantor Security Agreement” shall mean any agreement executed by any Guarantor in favor of Agent securing the Guaranty of such Guarantor.

          “Guaranty” shall mean any guaranty of the obligations of Borrower executed by a Guarantor in favor of Agent for its benefit and for the ratable benefit of Lenders.

               (b) The following definitions in Section 1.2 of the Credit Agreement are hereby amended and restated to read in full as follows:

          “Fixed Charge Coverage Ratio” shall mean and include, with respect to any fiscal period, the ratio of (a) EBITDA, minus Unfunded Capitalized Expenditures made during such period minus cash taxes paid during such period, minus cash dividends and distributions paid during such period (excluding the $2.6 million in dividends to the holders of Borrower’s preferred stock on or before July ___, 2007) to (b) all Senior Debt Payments during such period, in each case determined for Borrower and its Subsidiaries on a consolidated basis

          “Lender-Provided Interest Rate Hedge” shall mean an Interest Rate Hedge which is provided by any Lender and which the Agent confirms meets the following requirements: such Interest Rate Hedge (i) is documented in a standard International Swap Dealer Association Agreement, (ii) provides for the method of calculating the reimbursable amount of the provider’s credit exposure in a reasonable and customary manner, and (iii) is entered into for hedging (rather than speculative) purposes. The liabilities of the Borrower to the provider of any Lender-Provided Interest Rate Hedge (the “Hedge Liabilities”) shall be “Obligations” hereunder, guaranteed obligations under the Guaranty and secured obligations under any Guarantor Security Agreement and otherwise treated as Obligations for purposes of each of the Other Documents. The Liens securing the Hedge Liabilities shall be pari passu with the Liens securing all other Obligations under this Agreement and the Other Documents.

          “Material Adverse Effect” shall mean a material adverse effect on (a) the condition (financial or otherwise), results of operations, assets, business, properties or prospects of Borrower or Borrower and Guarantor taken as a whole, (b) Borrower’s ability to duly and punctually pay or perform the Obligations in accordance with the terms thereof, (c) the value of the Collateral or Agent’s Liens on the Collateral or the priority of any such Lien or (d) the practical realization of the benefits of Agent’s and each Lender’s rights and remedies under this Agreement and the Other Documents.

          “Original Owners” shall mean Cross Shore Acquisition Corporation.

          “Other Documents” shall mean the Note, the Questionnaire, the Fee Letter, any Guaranty, any Guarantor Security Agreement, any Lender-Provided Interest Rate Hedge and any and all other agreements, instruments and documents, including guaranties, pledges, powers of attorney, consents, interest or currency swap agreements or other similar agreements and all other writings heretofore, now or hereafter executed

3

by Borrower or any Guarantor and/or delivered to Agent or any Lender in respect of the transactions contemplated by this Agreement.

               (c) The following definitions in Section 1.2 of the Credit Agreement are hereby deleted:

               “Subordinated Debt Payments”

               “Subordinated Lender”

               “Subordinated Loan”

               “Subordinated Loan Documentation”

               “Subordinated Note”

               “Subordination Agreement”

               (d) Section 2.22(b) of the Credit Agreement is hereby amended and restated to read as follows:

     ”(b) Without limiting the generality of Section 2.22(a) above, neither Borrower, any Guarantor nor any other Person which may in the future become party to this Agreement or the Other Documents as Borrower or Guarantor, intends to use nor shall they use any portion of the proceeds of the Advances, directly or indirectly, for any purpose in violation of the Trading with the Enemy Act.”

               (e) Section 4.15(c) of the Credit Agreement is hereby amended and restated to read as follows:

     ”(c) Location of Borrower. Borrower’s chief executive office is located at 520 Virginia Drive, Fort Washington, Pennsylvania 19034. Until written notice is given to Agent by Borrower of any other office at which Borrower keeps its records pertaining to Receivables, all such records shall be kept at such executive office.”

               (f) Section 7.8 of the Credit Agreement is hereby amended and restated to read in full as follows:

     “7.8. Indebtedness. Create, incur, assume or suffer to exist any Indebtedness (exclusive of trade debt) except in respect of (i) Indebtedness to Lenders; (ii) Indebtedness incurred for Capital Expenditures permitted under Section 7.6 hereof; and (iii) Indebtedness due to Borrower pursuant to Section 7.5(c) above.”

               (g) Section 7.15 of the Credit Agreement is hereby amended and restated to read in full as follows:

          “7.15 Amendment of Documents of Formation, By-Laws, Operating Agreement. Amend, modify or waive any term or material provision of any of its

4

documents of formation, by-laws or operating agreement in a manner that would materially impact a Lender or Agent unless required by law or with consent of Agent.”

               (h) Sections 7.21 and 7.22 of the Credit Agreement are hereby deleted.

               (i) Section 9.4 of the Credit Agreement is hereby amended and restated to read in full as follows:

     “9.4 Litigation. Promptly notify Agent in writing of any claim, litigation, suit or administrative proceeding affecting Borrower or any Guarantor whether or not the claim is covered by insurance, and of any litigation, suit or administrative proceeding, which in any such case affects the Collateral or which could reasonably be expected to have a Material Adverse Effect.”

               (j) Section 9.5(h) of the Credit Agreement is hereby amended and restated to read as follows:

     ”(h) any other development in the business or affairs of Borrower or any Guarantor, which could reasonably be expected to have a Material Adverse Effect; in each case describing the nature thereof and the action Borrower or such Guarantor proposes to take with respect thereto.”

               (k) Section 9.14 of the Credit Agreement is hereby amended and restated to read in full as follows:

     “9.14 Notice of Suits, Adverse Events. Furnish Agent with prompt written notice of (i) any lapse or other termination of any Consent issued to Borrower by any Governmental Body or any other Person that is material to the operation of Borrower’s business, (ii) any refusal by any Governmental Body or any other Person to renew or extend any such Consent; and (iii) copies of any periodic or special reports filed by Borrower or any Guarantor with any Governmental Body or Person, if such reports indicate any material change in the business, operations, affairs or condition of Borrower or any Guarantor, or if copies thereof are requested by Lender, and (iv) copies of any material notices and other communications from any Governmental Body or Person which specifically relate to Borrower or any Guarantor.”

               (l) Section 10.2 of the Credit Agreement is hereby amended and restated to read in full as follows:

     “10.2. Breach of Representation. Any representation or warranty made or deemed made by Borrower or any Guarantor in this Agreement, any Other Document or any related agreement or in any certificate, document or financial or other statement furnished at any time in connection herewith or therewith shall prove to have been misleading in any material respect on the date when made or deemed to have been made;”

               (m) Section 10.5 of the Credit Agreement is hereby amended and restated to read in full as follows:

5

     “10.5. Noncompliance. Except as otherwise provided for in Sections 10.1, 10.3 and 10.5(ii), (i) failure or neglect of Borrower or any Guarantor to perform, keep or observe any term, provision, condition, covenant herein contained, or contained in any Other Document or any other agreement or arrangement, now or hereafter entered into between Borrower or any Guarantor, and Agent or any Lender, or (ii) failure or neglect of Borrower to perform, keep or observe any term, provision, condition or covenant, contained in Sections 4.6, 4.7, 4.9, 6.1, 6.3, 6.4, 9.4 or 9.6 hereof which is not cured within ten (10) days from the occurrence of such failure or neglect;”

               (n) Section 10.8 of the Credit Agreement is hereby amended and restated to read in full as follows:

     “10.8 Inability to Pay. Borrower or any Guarantor shall admit in writing its inability, or be generally unable, to pay its debts as they become due or cease operations of its present business;”

               (o) Section 10.9 of the Credit Agreement is hereby amended and restated to read in full as follows:

     “10.9 Affiliate Bankruptcy. Any Affiliate or any Subsidiary of Borrower or any Guarantor, shall (i) apply for, consent to or suffer the appointment of, or the taking of possession by, a receiver, custodian, trustee, liquidator or similar fiduciary of itself or of all or a substantial part of its property, (ii) admit in writing its inability, or be generally unable, to pay its debts as they become due or cease operations of its present business, (iii) make a general assignment for the benefit of creditors, (iv) commence a voluntary case under any state or federal bankruptcy laws (as now or hereafter in effect), (v) be adjudicated a bankrupt or insolvent, (vi) file a petition seeking to take advantage of any other law providing for the relief of debtors, (vii) acquiesce to, or fail to have dismissed, within thirty (30) days, any petition filed against it in any involuntary case under such bankruptcy laws, or (viii) take any action for the purpose of effecting any of the foregoing.”

               (p) Section 10.10 of the Credit Agreement is hereby amended and restated to read in full as follows:

     “10.10 Material Adverse Effect. Any change in Borrower’s or any Guarantor’s results of operations or condition (financial or otherwise) which in Agent’s opinion has a Material Adverse Effect,”

               (q) Section 10.15 of the Credit Agreement is hereby amended and restated to read in full as follows:

     “10. 15 Invalidity. Any material provision of this Agreement or any Other Document shall, for any reason, cease to be valid and binding on Borrower or any Guarantor, or Borrower or any Guarantor shall so claim in writing to Agent or any Lender;”

6

               (r) The word “or” at the end of Section 10.18 is hereby deleted, the “.” at the end of Section 10.19 is hereby replaced with “; or” and the following new Section 10.20 is hereby added to the Credit Agreement:

     “10.20 Breach of Guaranty. Termination or breach of any Guaranty or Guaranty Security Agreement or similar agreement executed and delivered to Agent in connection with the Obligations of Borrower, or if any Guarantor attempts to terminate, challenges the validity of, or its liability under, any such Guaranty or Guaranty Security Agreement or similar agreement.”

               (s) The first paragraph of Section 14.3 of the Credit Agreement is hereby amended and restated to read as follows:

     “14.3. Lack of Reliance on Agent and Resignation. Independently and without reliance upon Agent or any other Lender, each Lender has made and shall continue to make (i) its own independent investigation of the financial condition and affairs of Borrower and each Guarantor in connection with the making and the continuance of the Advances hereunder and the taking or not taking of any action in connection herewith, and (ii) its own appraisal of the creditworthiness of Borrower and each Guarantor. Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before making of the Advances or at any time or times thereafter except as shall be provided by Borrower pursuant to the terms hereof. Agent shall not be responsible to any Lender for any recitals, statements, information, representations or warranties herein or in any agreement, document, certificate or a statement delivered in connection with or for the execution, effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement or any Other Document, or of the financial condition of Borrower or any Guarantor, or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement, the Note, the Other Documents or the financial condition of Borrower, or the existence of any Event of Default or any Default.

               (t) The word “or” at the end of Section 15.2(b)(vi) is hereby deleted, the “.” at the end of Section 15.2(b)(vii) is hereby replaced with “; or” and the following new Section 15.2(b)(viii) is hereby added to the Credit Agreement:

     ”(viii) release any Guarantor.”

               (u) Section 15.9(d) of the Credit Agreement is hereby amended and restated to read as follows:

     ”(d) in defending or prosecuting any actions or proceedings arising out of or relating to Agent’s or any Lender’s transactions with Borrower or any Guarantor or”

               (v) Section 15.11 of the Credit Agreement is hereby amended and restated to read in full as follows:

7

     “15.11 Damages. Neither Agent nor any Lender, nor any agent or attorney for any of them, shall be liable to Borrower or any Guarantor (or any Affiliate of any such Person) for indirect, punitive, exemplary or consequential damages arising from any breach of contract, tort or other wrong relating to the establishment, administration or collection of the Obligations or as a result of any transaction contemplated under this Agreement or any Other Document.”

               (w) To reflect the effects of the Transactions, the following Schedules to the Credit Agreement are hereby amended and replaced with the corresponding Schedule attached hereto:

     [Borrower to select which, if any, schedules need amendment]

Schedule 1.2	Permitted Encumbrances
Schedule 4.5	Equipment and Inventory Locations
Schedule 15(c)	Location of Executive Offices
Schedule 4.15(h)	Deposit and Investment Accounts
Schedule 4.19	Real Property
Schedule 5.1	Consents
Schedule 5.2(a)	States of Qualification and Good Standing
Schedule 5.2(b)	Subsidiaries
Schedule 5.4	Federal Tax Identification Number
Schedule 5.6	Prior Names
Schedule 5.8(b)	Litigation
Schedule 5.8(d)	Plans
Schedule 5.9	Intellectual Property, Source Code Escrow Agreements
Schedule 5.10	Licenses and Permits
Schedule 5.14	Labor Disputes

          4. Representations and Warranties. Borrower hereby represents and warrants to Lender and Agent that:

               (a) After giving effect to the waivers in Section 2 hereof, there exists no Default or Event of Default under the Credit Agreement as amended hereby;

               (b) After giving effect to the waivers in Section 2 hereof, the representations and warranties made by Borrower in the Credit Agreement are true and correct in all material respects on and as of the date hereof as if made on and as of the date hereof;

               (c) The execution and delivery of this Agreement by and on behalf of Borrower has been duly authorized by all requisite action on behalf of Borrower, and this Agreement constitutes the legal, valid and binding obligation of Borrower, enforceable against Borrower in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law);

8

               (d) The execution, delivery and performance of this Agreement will not violate any applicable provision of law or judgment, order or regulation of any court or of any public or governmental agency or authority nor conflict with or constitute a breach of or a default under any instrument to which Borrower is a party or by which Borrower or any of its properties is bound; and

               (e) No approval, consent or authorization of, or registration, declaration or filing with, any governmental or public body or authority, or any trustee or holder of any indebtedness, is required in connection with the valid execution, delivery and performance by Borrower of this Agreement, except such as have been obtained.

               (f) Upon consummation of the Transactions ReSearch Pharmaceutical Services, LLC, a Delaware limited liability company and as the successor by merger to Borrower, shall thereupon be the “Borrower” for all purposes under the Credit Agreement and all Other Documents and be liable for all of the Obligations.

          5. Conditions Precedent. The effectiveness of the waivers and amendments set forth herein is subject to the fulfillment, to the satisfaction of the Agent and its counsel, of the following conditions precedent:

               (a) Borrower shall have delivered to the Agent the following, all of which shall be in form and substance satisfactory to the Agent and shall be duly completed and executed by all parties:

                    (i) this Agreement;

                    (ii) copies of the executed merger agreement and all other material documents executed and delivered in connection with the Transactions;

                    (iii) the Acquirer Guaranty and Acquirer Pledge Agreement, in the respective forms attached hereto as Exhibits B and C;

                    (iv) a certificate of the Secretary or Assistant Secretary of Borrower certifying (A) the resolutions of the board of directors of Borrower (1) approving the execution, delivery and performance of this Agreement and (2) authorizing the Transactions, (B) true and correct copies of the certificate or articles of formation and operating agreement of Borrower, and (C) the incumbency and signature of the officers of Borrower executing this Agreement;

                    (v) a certificate of the Secretary or Assistant Secretary of the Acquirer certifying (A) the resolutions of the board of directors of the Acquirer (i) acknowledging the Credit Agreement and this Agreement and (ii) authorizing execution, delivery, and performance of the Acquirer Guaranty (B) true and correct copies of the certificate or articles of incorporation and bylaws of the Acquirer, and (C) the incumbency and signature of the officers of the Acquirer executing the Acquirer Guaranty;

9

                    (vi) good standing certificates with respect to each of Borrower and the Acquirer issued by the secretary of state of the respective jurisdiction of formation of each such entity as of a date no more than thirty (30) days prior to the date hereof;

                    (vii) opinion of Drinker Biddle & Reath LLP, counsel to Borrower, covering such matters relating to Borrower, this Agreement and the additional documents executed and delivered pursuant hereto as the Agent may reasonably request;

                    (viii) opinion of McDermott Will & Emery LLP, counsel to the Acquirer, covering such matters relating to the Acquirer, the Acquirer Guaranty and the Acquirer Pledge Agreement as the Agent may reasonably request; and

                    (ix) such additional documents, certificates and information as Agent may require pursuant to the terms hereof or otherwise reasonably request.

               (b) The Transactions shall have been consummated as described in Exhibit A hereto and in accordance with the agreements delivered by Borrower pursuant to Section 5(a)(ii) of this Agreement.

               (c) Amendments to the UCC-1 financing statements satisfactory to Agent shall have been filed.

               (d) The representations and warranties set forth in the Credit Agreement shall be true and correct in all material respects on and as of the date hereof and immediately after consummation of the Transactions.

          6. Ratification; References; No Waiver. Except as expressly amended by this Agreement, the Credit Agreement shall continue to be, and shall remain, unaltered and in full force and effect in accordance with its terms. All references in the Credit Agreement to “this Agreement,” “hereof,” “hereto” and “hereunder” shall be deemed to be references to the Credit Agreement as amended hereby, and all references in any of the Other Documents to the Credit Agreement shall be deemed to be to the Credit Agreement as amended hereby. Except as expressly provided in Section 2 hereof, this Agreement does not and shall not be deemed to constitute a waiver by Agent or Lenders of any Default or Event of Default or of any of Agent’s or Lenders’ other rights or remedies.

          7. Release. In consideration of the execution of this Agreement by Agent and Lender, Borrower hereby releases Agent and Lender and their respective officers, attorneys, agents and employees from any liability, suit, damage, claim, loss or expense of any kind or nature whatsoever and howsoever arising that Borrower ever had, now have, or may have against Agent or Lender arising out of or relating to the Credit Agreement or Agent’s or Lender’s acts or omissions with respect thereto occurring prior to the date hereof. Borrower further states that it has carefully read the foregoing release, knows the contents thereof and grants the same as its own free act and deed.

10

          8.Miscellaneous.

               (a) Expenses. Borrower agrees to pay all of Agent’s reasonable out-of-pocket expenses incurred in connection with the preparation, negotiation and execution of this Agreement, including, without limitation, the reasonable fees and expenses of Ballard Spahr Andrews & Ingersoll, LLP.

               (b) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania.

               (c) Successors and Assigns. The terms and provisions of this Agreement shall be binding upon and shall inure to the benefit of Borrower, Agent and Lender and their respective successors and assigns.

               (d) Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, and all of which shall constitute one and the same instrument.

               (e) Headings. The headings of any paragraph of this Agreement are for convenience only and shall not be used to interpret any provision hereof.

               (f) Modifications. No modification hereof or any agreement referred to herein shall be binding or enforceable unless in writing and signed on behalf of the party against whom enforcement is sought.

11

          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written.

RESEARCH PHARMACEUTICAL SERVICES, INC.
By:	/s/ Daniel M. Perlman
	Name:	Daniel M. Perlman
	Title:	Chief Executive Officer
PNC BANK, NATIONAL ASSOCIATION,     as Lender and as Agent
By:	/s/ Craig T. Sheetz
	Name:	Craig T. Sheetz
	Title:	Vice President

12

Schedules

Schedule 4.5	Equipment and Inventory Locations
	Current location -
	520 Virginia Drive
	Fort Washington, PA 19034
	Landlord:
	Brandywine Operating Partnership, L.P.
	c/o Brandywine Realty Trust
	401 Plymouth Road, Suite 500
	Plymouth Meeting, PA 19462
	520 Virginia Drive
	Ft. Washington, PA 19034
	Executive Offices-
	520 Virginia Drive
	Fort Washington, PA 19034
	Location of limited amounts of “equipment” such as laptops that are not material on an individual basis and as noted in Section 4.5(b)-
	various employee home offices

Schedule 4.15(h) Deposit and Investment Accounts

Bank	Account Title	Account Numbers	GL Account
Bank of Montreal	Research Pharmaceutical Services, Inc. Payroll Clearing Account	[                    ]	01-1102-000
PNC	Research Pharmaceutical Services Inc Operating Acct	[                    ]	01-1100-000
PNC	Research Pharmaceutical Services Inc Investigator Acct	[                    ]	01-1109-000
PNC	Research Pharmaceutical Services Inc Investigator Acct	[                    ]	01-1110-000
PNC	Research Pharmaceutical Services Inc Investigator Acct	[                    ]	01-1117-000
PNC	Research Pharmaceutical Services Inc Investigator Acct	[                    ]	01-1118-000
PNC	Research Pharmaceutical Services Inc Acct	[                    ]	01-1118-000
PNC	Research Pharmaceutical Services Inc Investigator Acct	[                    ]	01-1118-000
PNC	Research Pharmaceutical Services Inc Investigator Acct	[                    ]	01-1120-000
PNC	Research Pharmaceutical Services Inc AZ Investigator Acct	[                    ]	01-1103-000
PNC	Research Pharmaceutical Services Inc FSA Acct	[                    ]	01-1111-000
PNC	Research Pharmaceutical Services Inc Investigator Acct	[                    ]	01-1120-000
PNC	Research Pharmaceutical Services Inc Investigator Acct	[                    ]	01-1124-000
PNC	Research Pharmaceutical Services Inc Investigator Acct	[                    ]	01-1122-000
PNC	Research Pharmaceutical Services Inc Investigator Acct	[                    ]	01-1123-000
PNC	Research Pharmaceutical Services Inc Investigator Acct	[                    ]	01-1126-000
PNC	Research Pharmaceutical Services Inc Investigator Acct	[                    ]	01-1125-000
PNC	Line of Credit	[                    ]	01-2805-000
Benemax	Health Reimbursement Acct		01-1113-000
Brazil	Brazil Operating Acct		01-1112-750
Brazil	Brazil Cash — Time Deposit		01-1116-750
Argentina	Argentina Operating Account		01-1115-775
Uruguay	Uruguay Operating Account		01-1114-725

Schedule 4.19	Lease -
	520 Virginia Drive
	Ft. Washington, PA 19034

EX-10.4

Exhibit 10.4

THIRD AMENDMENT

THIRD AMENDMENT (this “Agreement‘”), dated as of July 9, 2009, by and among RESEARCH PHARMACEUTICAL SERVICES, LLC, a Delaware limited liability company (successor by merger to Research Pharmaceutical Services, Inc., a Pennsylvania corporation) (“Borrower”), and PNC BANK, NATIONAL ASSOCIATION, as the sole lender (in such capacity, “Lender”) and as agent under the Credit Agreement (as hereinafter defined) (in such capacity, “Agent”).

WITNESSETH:

WHEREAS, Borrower, Lender and Agent are parties to a Revolving Credit and Security Agreement dated as of November 1, 2006 (as heretofore amended, the “Credit Agreement”);

WHEREAS, Borrower is a wholly-owned subsidiary of Research Pharmaceutical Services, Inc., a Delaware corporation (the “Guarantor”); and

WHEREAS, Borrower, Lender and Agent have agreed to amend the Credit Agreement to provide for (i) an increase in the Maximum Revolving Advance Amount, (ii) an increase in the applicable interest rates and fees, (iii) an extension of the Term, (iv) changes in financial reporting requirements and (v) certain other modifications to the Credit Agreement, all on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing and for other consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

1. Defined Terms. Unless otherwise defined herein (including in the foregoing recitals), terms defined in the Credit Agreement are used herein as therein defined.

2. Amendments to Credit Agreement. The Credit Agreement is hereby amended and supplemented as follows:

(a) The definitions of “Alternate Base Rate”, “Applicable Margin”, “Maximum Revolving Advance Amount” and “Revolving Interest Rate” in Section 1.2 of the Credit Agreement are hereby amended and restated to read in full as follows:

“Alternate Base Rate” shall mean, for any day, a rate per annum equal to the highest of (i) the Base Rate in effect on such day, (ii) the sum of Federal Funds Open Rate in effect on such day plus ¹/2 of 1%, and (iii) the sum of the Daily LIBOR Rate plus 1.00%.

“Applicable Margin” shall mean (i) 1.50% in respect of Domestic Rate Loans, and (ii) 2.50% in respect of Eurodollar Rate Loans.

“Maximum Revolving Advance Amount” shall mean $30,000,000.

“Revolving Interest Rate” shall mean an interest rate per annum equal to (a) the sum of the Alternate Base Rate plus the Applicable Margin with respect to Domestic Rate Loans and (b) the sum of the greater of (i) the Eurodollar Rate and (ii) two percent (2.00%) plus the Applicable Margin with respect to any Eurodollar Loan.

(b) The following definitions of “Daily LIBOR Rate” and “Published Rate” are added to Section 1.2 in the appropriate alphabetical order:

“Daily LIBOR Rate”: for any day, the rate per annum determined by the Agent by dividing (x) the Published Rate by (y) a number equal to 1.00 minus the Eurocurrency Reserve Requirements.

“Published Rate”: the rate of interest published each Business Day in the Wall Street Journal “Money Rates” listing under the caption “London Interbank Offered Rates” for a one month period (or, if no such rate is published therein for any reason, then the Published Rate shall be the eurodollar rate for a one month period as published in another publication selected by the Agent).

(c) The following new Section 2. l(c) is added to the Credit Agreement:

“(c) For purposes of determining at any time the Formula Amount pursuant to Section 2.1 (a), the amount of Eligible Receivables indicated on the most recent monthly Borrowing Base Certificate delivered to and accepted by Agent in accordance with Section 9.2 shall be used in such determination notwithstanding the subsequent receipt of payment of any such Eligible Receivables, provided, however, that if at the time of any such determination of the Formula Amount Undrawn Availability is less than $5,000,000, and thereafter until such time as Undrawn Availability has been restored to at least $5,000,000 for a period of 60 consecutive days, Eligible Receivables shall be determined based on the amount of Eligible Receivables actually outstanding on the date of such determination after giving effect to payments of Eligible Receivables received subsequent to the date of the most recent Borrowing Base Certificate.”

(d) Section 3.3(b) of the Credit Agreement is amended and restated to read in full as follows:

“(b) Facility Fee. If, for any calendar quarter during the Term, the average daily unpaid balance of the Revolving Advances and undrawn amount of any outstanding Letters of Credit for each day of such calendar quarter does not equal the Maximum Revolving Advance Amount, then Borrower shall pay to Agent for the ratable benefit of Lenders a fee at a rate equal to one half of one percent (0.50%) per annum on the amount by which the Maximum Revolving Advance Amount exceeds such average daily unpaid balance. Such fee shall be payable to Agent in arrears on the first day of each calendar quarter with respect to the previous calendar quarter.”

2

(e) Section 3.4 of the Credit Agreement is amended and restated to read in full as follows:

“3.4. Collateral Evaluation Fee, Collateral Monitoring Fee and Fee Letter.

(a) Collateral Evaluation Fee, Borrower shall pay Agent a collateral evaluation fee equal to $750 per month commencing on the first day of the month following the Closing Date and on the first day of each month thereafter during the Term, provided however, that such fee shall be increased to $1,000 per month during any period when the determination of the amount of Eligible Receivables is being made in accordance with the provisions of the proviso to Section 2. l(c). The collateral evaluation fee shall be deemed earned in full on the date when same is due and payable hereunder and shall not be subject to rebate or proration upon termination of this Agreement for any reason.

(b) Collateral Monitoring Fee. Borrower shall pay to Agent on the first day of each month following any month in which Agent performs any collateral monitoring — namely any field examination, collateral analysis or other business analysis, the need for which is to be determined by Agent and which monitoring is undertaken by Agent or for Agent’s benefit — a collateral monitoring fee in an amount equal to $850 per day for each person employed to perform such monitoring, plus all costs and disbursements incurred by Agent in the performance of such examination or analysis. Agent shall not conduct on-site collateral monitoring of the nature described in this Section 3.4(b) more frequently than four (4) times per calendar year; provided, that, if an Event of Default shall have occurred and be continuing, there shall be no limit on the frequency of on-site collateral monitoring of the nature described in this Section 3.4(b).”

(f) Section 7.5 of the Credit Agreement is hereby amended and restated to read in full as follows:

“7.5. Loans. Make or have outstanding advances, loans or extensions of credit to or for the benefit of any Person except (a) with respect to the extension of commercial trade credit in the Ordinary Course of Business, (b) loans to employees of Borrower in the Ordinary Course of Business not to exceed the aggregate amount of $100,000 at any time outstanding, (c) loans from Borrower to a Domestic Subsidiary of Borrower, (d) loans by Borrower to its Foreign Subsidiaries in an aggregate amount outstanding at any time not to exceed the aggregate amount of loans or advances necessary to adequately fund the ongoing operating expenses of such Foreign Subsidiaries and (e) loans, advances or extensions of credit by Borrower to or for the benefit of Guarantor or any of its Subsidiaries (which are not also Subsidiaries of Borrower) in an aggregate amount outstanding at any time not to exceed $7,500,000 provided, however, that from and after any day that Undrawn Availability is less than $5,000,000 no additional loans, advances or extensions of credit may be made in reliance on the provisions of this clause (e) until such time as Undrawn Availability has thereafter

3

been restored to at least $5,000,000 for a period of thirty (30) consecutive days, and provided, further, that the transfer of $2,200,000 from Borrower to Guarantor in December, 2008 shall not be considered a loan, advance or extension of credit for purposes of this Section 7.5.”

(g) The following new Section 7.26 is added to the Credit Agreement:

“7.26. Net Loss. Permit either Borrower and its Subsidiaries on a consolidated basis or Guarantor and its Subsidiaries on a consolidated basis to suffer a net loss, determined in accordance with GAAP (but excluding for such determination any extraordinary gains or losses and any non-recurring, non-cash gains or losses), for any fiscal year.”

(h) Section 9.7 of the Credit Agreement is hereby amended and restated to read as follows:

“9.7. Annual Financial Statements. Furnish Agent and Lenders within one hundred twenty (120) days after the end of each fiscal year of Guarantor, (a) financial statements of Guarantor and its Subsidiaries on a consolidated basis including, but not limited to, statements of income and stockholders’ equity and cash flow from the beginning of the current fiscal year to the end of such fiscal year and the balance sheet as at the end of such fiscal year, all prepared in accordance with GAAP applied on a basis consistent with prior practices, and in reasonable detail and reported upon without qualification by an independent certified public accounting firm selected by Guarantor and satisfactory to Agent (the “Accountants”), (b) unaudited balance sheets as at the end of such fiscal year and statements of income from the beginning of the current fiscal year to the end of such fiscal year (i) for Borrower and its Subsidiaries on a consolidated basis and (ii) for ReSearch Pharmaceutical Services Netherlands BV and its Subsidiaries on a consolidated basis, all prepared in accordance with GAAP applied on a basis consistent with prior practices, and complete and correct in all material respects and (c) a Compliance Certificate.”

(i) Section 9.8 of the Credit Agreement is hereby amended and restated to read as follows:

“9.8. Quarterly Financial Statements. Furnish Agent and Lenders within sixty (60) days after the end of each fiscal quarter, (a) an unaudited balance sheet of Guarantor and its Subsidiaries on a consolidated basis and unaudited statements of income and cash flow of Guarantor and its Subsidiaries on a consolidated basis reflecting results of operations from the beginning of the fiscal year to the end of such quarter and for such quarter, prepared on a basis consistent with prior practices and complete and correct in all material respects, subject to normal and recurring year end adjustments that individually and in the aggregate are not material to the business of Guarantor and its Subsidiaries, (b) unaudited balance sheets and statements of income (i) for Borrower and its Subsidiaries on a consolidated basis and (ii) for Research Pharmaceutical Services Netherlands BV

4

and its Subsidiaries on a consolidated basis, in each case reflecting results of operations from the beginning of the fiscal year to the end of such quarter and for such quarter, all prepared on a basis consistent with past practices and complete and correct in all material respects, subject to normal and recurring year end adjustments that individually and in the aggregate are not material to the business of the Borrower and its Subsidiaries or the business of ReSearch Pharmaceutical Services Netherlands BV and its Subsidiaries, as the case may be and (c) a Compliance Certificate.”

(j) Section 9.9 of the Credit Agreement is hereby amended and restated to read as follows:

“9.9 Monthly Financial Statements. Furnish Agent and Lenders within forty-five (45) days after the end of each month (or in the case of any month ending on the last day of any fiscal quarter, sixty (60) days after the end of such month), an unaudited balance sheet of Borrower and its Subsidiaries on a consolidated basis and unaudited statement of income of Borrower and its Subsidiaries on a consolidated basis reflecting results of operations from the beginning of the fiscal year to the end of such month and for such month, prepared on a basis consistent with prior practices and complete and correct in all material respects, subject to normal and recurring year end adjustments that individually and in the aggregate are not material to the business of Borrower and its Subsidiaries.”

(k) Section 13.1 of the Credit Agreement is hereby amended and restated to read in full as follows:

“13.1 Term. This Agreement, which shall inure to the benefit of and shall be binding upon the respective successors and permitted assigns of Borrower, Agent and each Lender, shall become effective on the date hereof and shall continue in full force and effect until October 31, 2012 (the “Term”) unless sooner terminated as herein provided. Borrower may terminate this Agreement at any time upon ninety (90) days’ prior written notice upon payment in full of the Obligations. In the event the Obligations are prepaid in full prior to the last day of the Term (the date of such prepayment hereinafter referred to as the “Early Termination Date”), Borrower shall pay to Agent for the benefit of Lenders an early termination fee in an amount equal to (x) $300,000 if the Early Termination Date occurs on or before October 31, 2011, and(y) $150,000 if the Early Termination Date occurs after October 31, 2011 and before October 31, 2012.”

3. Replacement Revolving Credit Note. Concurrently with the execution and delivery of this Amendment, the Borrower shall execute and deliver to Lender a replacement Revolving Credit Note in the face amount of its Commitment Percentage of the Maximum Revolving Advance Amount (the “Replacement Revolving Credit Note”) in substitution for its existing Revolving Credit Note, which shall be returned to the Agent for delivery to the Borrower. The outstanding Revolving Advances of Lender shall be evidenced by its Replacement Revolving Credit Note.

5

4. Representations and Warranties. Borrower hereby represents and warrants to Lender and Agent that:

(a) There exists no Default or Event of Default under the Credit Agreement as amended hereby;

(b) The representations and warranties made by Borrower in the Credit Agreement are true and correct in all material respects on and as of the date hereof as if made on and as of the date hereof;

(c) The execution and delivery of this Agreement and the Replacement Revolving Credit Note by and on behalf of Borrower have been duly authorized by all requisite action on behalf of Borrower, and this Agreement and the Replacement Revolving Credit Note constitute the legal, valid and binding obligations of Borrower, enforceable against Borrower in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law);

(d) The execution, delivery and performance of this Agreement will not violate any applicable provision of law or judgment, order or regulation of any court or of any public or governmental agency or authority nor conflict with or constitute a breach of or a default under any instrument to which Borrower is a party or by which Borrower or any of its properties is bound; and

(e) No approval, consent or authorization of, or registration, declaration or filing with, any governmental or public body or authority, or any trustee or holder of any indebtedness, is required in connection with the valid execution, delivery and performance by Borrower of this Agreement and the Replacement Revolving Credit Note, except such as have been obtained.

5. Conditions Precedent. The effectiveness of the waiver and amendments set forth herein is subject to the fulfillment, to the satisfaction of the Agent and its counsel, of the following conditions precedent:

(a) Borrower shall have delivered to the Agent the following, all of which shall be in form and substance satisfactory to the Agent and shall be duly completed and executed by all parties:

(i) this Agreement, including the Consent of Guarantor attached hereto;

(ii) the Replacement Revolving Credit Note;

(iii) A certificate of the Secretary or Assistant Secretary of Borrower certifying (i) as to the resolutions or other limited liability company action authorizing the execution, delivery and performance of this Amendment, the Replacement Revolving Credit Note, and any other document contemplated hereby, (ii) as to the incumbency and specimen

6

signatures of each [officer] [member] of Borrower executing this Amendment and the Replacement Revolving Credit Note and (iii) that there have been no changes to the organizational documents of Borrower since the most recent date true and correct copies thereof were delivered to the Agent; and

(iv) such additional documents, certificates and information as Agent may require pursuant to the terms hereof or otherwise reasonably request.

(b) The representations and warranties set forth in the Credit Agreement shall be true and correct in all material respects on and as of the date hereof.

(c) The Borrower shall have paid to the Agent for the pro rata benefit of the Lenders an amendment fee of $50,000.

6. Ratification; References; No Waiver. Except as expressly amended by this Agreement, the Credit Agreement shall continue to be, and shall remain, unaltered and in full force and effect in accordance with its terms. All references in the Credit Agreement to “this Agreement,” “hereof,” “hereto” and “hereunder” shall be deemed to be references to the Credit Agreement as amended hereby, and all references in any of the Other Documents to the Credit Agreement shall be deemed to be to the Credit Agreement as amended hereby. Except as expressly provided in Section 2 hereof, this Agreement does not and shall not be deemed to constitute a waiver by Agent or Lenders of any Default or Event of Default or of any of Agent’s or Lenders’ other rights or remedies.

7. Release. In consideration of the execution of this Agreement by Agent and Lender, Borrower hereby releases Agent and Lender and their respective officers, attorneys, agents and employees from any liability, suit, damage, claim, loss or expense of any kind or nature whatsoever and howsoever arising that Borrower ever had, now have, or may have against Agent or Lender arising out of or relating to the Credit Agreement or Agent’s or Lender’s acts or omissions with respect thereto occurring prior to the date hereof. Borrower further states that it has carefully read the foregoing release, knows the contents thereof and grants the same as its own free act and deed.

8. Miscellaneous.

(a) Expenses. Borrower agrees to pay all of Agent’s reasonable out-of-pocket expenses incurred in connection with the preparation, negotiation and execution of this Agreement, including, without limitation, the reasonable fees and expenses of Ballard Spahr Andrews & Ingersoll, LLP.

(b) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania.

(c) Successors and Assigns. The terms and provisions of this Agreement shall be binding upon and shall inure to the benefit of Borrower, Agent and Lender and their respective successors and assigns.

7

(d) Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, and all of which shall constitute one and the same instrument.

(e) Headings. The headings of any paragraph of this Agreement are for convenience only and shall not be used to interpret any provision hereof.

(f) Modifications. No modification hereof or any agreement referred to herein shall be binding or enforceable unless in writing and signed on behalf of the party against whom enforcement is sought.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their proper and duly authorized officers or members, as the case may be, as of the day and year first above written.

RESEARCH PHARMACEUTICAL SERVICES, LLC
By:	/s/ Steven Bell
	Name:	STEVEN BELL
	Title:	CFO
PNC BANK, NATIONAL ASSOCIATION, as Lender and as Agent
By:	/s/ Craig T. Sheetz
	Name:	CRAIG T. SHEETZ
	Title:	V/P

8

CONSENT OF GUARANTOR

The undersigned guarantor (the “Guarantor”) consents to the provisions of the foregoing Second Amendment and Waiver (the “Amendment”) and confirms and agrees that: (a) such Guarantor’s obligations under its Guaranty dated as of August 29, 2007 (as amended, the “Guaranty”), relating to the Obligations (as defined in the Credit Agreement referred to in the Amendment) shall be unimpaired by the Amendment; (b) such Guarantor has no defenses, setoffs, counterclaims, discounts or charges of any kind against the Agent or any Lender, its officers, directors, employees, agents or attorneys with respect to the Guaranty; and (c) all of the terms, conditions and covenants in the Guaranty remain unaltered and in full force and effect and are hereby ratified and confirmed and apply to the Obligations, as increased and modified by the Amendment. The Guarantor certifies that all representations and warranties made in the Guaranty are true and correct in all material respects as of the date of the amendment.

WITNESS the due execution of this Consent as of the date of the Amendment, intending to be legally bound hereby.

RESEARCH PHARMACEUTICAL SERVICES, INC.
By:	/s/ Steven Bell
	Name:	STEVEN BELL
	Title:	CFO

9

AMENDED AND RESTATED REVOLVING CREDIT NOTE

$30,000,000	Date: July 9, 2009
	Philadelphia, PA

This Revolving Credit Note is executed and delivered under and pursuant to the terms of that certain Revolving Credit and Security Agreement dated as of November 1, 2006 (as amended, restated, supplemented or modified from time to time, the “Loan Agreement”) by and among RESEARCH PHARMACEUTICAL SERVICES, LLC, a Delaware limited liability company (successor by merger to ReSearch Pharmaceutical Services, Inc.) (“Borrower”), with a place of business at 610 West Germantown Pike, Plymouth Meeting, PA 19462 and PNC BANK, NATIONAL ASSOCIATION (“PNC”), the various financial institutions named therein or which hereafter become a party thereto, (together with PNC collectively, “Lenders”) and PNC as agent for Lenders (in such capacity, “Agent”). Capitalized terms not otherwise defined herein shall have the meanings provided in the Loan Agreement.

FOR VALUE RECEIVED, Borrower hereby promises to pay to the order of PNC, at the office of Agent located at PNC Bank Center, 1600 Market Street, Philadelphia, Pennsylvania 19103 or at such other place as Agent may from time to time designate to Borrower in writing:

(i) the principal sum of Thirty Million Dollars ($30,000,000) or, if different, from such amount, the unpaid principal balance of PNC’s Commitment Percentage of the Revolving Advances as may be due and owing under the Loan Agreement, payable in accordance with the provisions of the Loan Agreement, subject to acceleration upon the occurrence of an Event of Default under the Loan Agreement or earlier termination of the Loan Agreement pursuant to the terms thereof; and

(ii) interest on the principal amount of this Note from time to time outstanding until such principal amount is paid in full at the applicable Revolving Interest Rate in accordance with the provisions of the Loan Agreement. In no event, however, shall interest exceed the maximum interest rate permitted by law. Upon and after the occurrence of an Event of Default, and during the continuation thereof, interest shall be payable at the Default Rate.

This Note is the Revolving Credit Note referred to in the Loan Agreement and is secured by the liens granted pursuant to the Loan Agreement and the Other Documents, is entitled to the benefits of the Loan Agreement and the Other Documents and is subject to all of the agreements, terms and conditions therein contained. This Note amends and restates, and is in substitution for a Revolving Credit Note from the Borrowers in the principal amount of $15,000,000 dated November 1, 2006 payable to PNC (the “Original Note”). However, without duplication, this Note shall in no way extinguish the Borrower’s unconditional obligation to repay all indebtedness evidenced by the Original Note.

This Note is subject to mandatory prepayment and may be voluntarily prepaid, in whole or in part, on the terms and conditions set forth in the Loan Agreement.

If an Event of Default under Section 10.7 of the Loan Agreement shall occur, then this Note shall immediately become due and payable, without notice, together with reasonable attorneys’ fees if the collection hereof is placed in the hands of an attorney to obtain or enforce payment hereof. If any other Event of Default shall occur under the Loan Agreement or any of the Loan Documents, which is not cured within any applicable grace period, then this Note may, as provided in the Loan Agreement, be declared to be immediately due and payable, without notice, together with reasonable attorneys’ fees, if the collection hereof is placed in the hands of an attorney to obtain or enforce payment hereof.

This Note shall be construed and enforced in accordance with the laws of the Commonwealth of Pennsylvania.

Borrower expressly waives any presentment, demand, protest, notice of protest, or notice of any kind except as expressly provided in the Loan Agreement.

RESEARCH PHARMACEUTICAL SERVICES, LLC
By:	/s/ Steven Bell
	Name:	STEVEN BELL
	Title:	CFO

2 

EX-10.5

Exhibit 10.5

EMPLOYMENT AGREEMENT

          THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made as of April 26, 2007, by and between Cross Shore Acquisition Corporation t/b/k/a ReSearch Pharmaceutical Services, Inc., a Delaware corporation (together with its Affiliates, successors and assigns, the “Company”), and Daniel M. Perlman (“Employee”). Any capitalized terms used herein and otherwise not defined shall have the meanings assigned to them in Section 15 of this Agreement.

          In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

          1. Employment. The Company shall employ Employee, and Employee hereby accepts employment with the Company, upon the terms and conditions set forth in this Agreement for the period beginning on the Effective Date (as defined in Section 24 of this Agreement) and ending as provided in Section 4 of this Agreement (the “Term”).

          2. Position and Duties.

          (a) Employee shall serve as the Chairman and Chief Executive Officer of the Company and each of its Subsidiaries and shall have the normal duties, responsibilities and authority of the Chairman and Chief Executive Officer, subject to the overall discretion and authority of the Board.

          (b) Employee shall report to Board, and Employee shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and its Subsidiaries and Affiliates. Employee shall perform his duties and responsibilities to the best of his abilities in a diligent and businesslike manner.

          (c) Notwithstanding the provisions of Section 2(b) above, Employee may continue to manage his and his family’s respective investments and serve on the board of directors or similar body of other organizations, including publicly owned corporations or other entities, philanthropic organizations and organizations in which Employee has made an investment, provided that (i) Employee’s activities with respect to all of the foregoing do not, individually or in the aggregate, in any significant way, interfere with, detract from, or affect the performance of his duties to the Company under this Agreement, (ii) Employee notifies the Board prior to assuming a position on the board of directors or similar body of another organization, and (iii) Employee may not serve on the board of directors or similar body of another organization that is a competitor of the Company.

          3. Compensation.

          (a) During the Term, Employee shall be entitled to (i) receive a base salary of $400,000 per annum or such other higher rate as the Board may designate from time to time (the “Base Salary”), which shall be payable in regular installments in accordance with the Company’s general payroll practices and shall be subject to customary withholding and (ii) participate in all benefit plans, including medical, dental, retirement, short- and long-term

disability and other such plans established by the Company from time to time for executives or employees of the Company generally. In addition, Employee shall be eligible to receive an annual target bonus equal to sixty percent (60%) of Base Salary with the actual amount of any bonus based on achieving the Company’s business and financial objectives as determined by the Board or the compensation committee thereof (if any) for the Company’s fiscal year. If the Company’s fiscal year is the calendar year, such bonus shall be paid in the calendar year following the fiscal year to which the bonus relates, and all such payments shall be completed by March 15 of the payment year. If the Company’s fiscal year is other than a calendar year, all such payments shall be completed by December 31 of the calendar year in which the Company’s fiscal year ends.

          (b) On the Effective Date, Employee shall be granted that number of Parent Options set forth on Exhibit A. Exhibit A also sets forth the exercise price of Employee’s Parent Options and the number of vested and unvested Parent Options which will be held by Employee as of the Effective Date. Employee’s unvested Parent Options will vest as provided for on Exhibit A, and in accordance with Section 5(b) if this Agreement, and will be treated to the maximum extent possible as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”). Following the Effective Date, Employee will be eligible to receive grants of Parent Options under the Parent Stock Option Plan as determined from time to time by the Board or the committee appointed by the Board to administer the Parent Stock Option Plan. The Parent Options issued by the Company to Employee shall contain terms and conditions consistent with any requirements for such Parent Options that are set forth in this Agreement.

          (c) The Company shall reimburse Employee for all reasonable expenses incurred by him in the course of performing his duties under this Agreement which are consistent with the Company’s policies in effect from time to time with respect to travel, entertainment and other business expenses, subject to the Company’s requirements with respect to reporting and documentation of such expenses. Such reimbursements shall be made in accordance with the Company’s general payroll practices.

          (d) Employee shall be entitled during his employment hereunder to participate in such of the Company’s cash incentive plans and programs as may from time to time be provided by Company for its executive officers, in each case as determined by the Board or the compensation committee thereof (if any).

          (e) Employee shall be entitled, during his employment hereunder, to participate in such of Company’s equity incentive plans and programs as may from time to time be provided by Company for its executive officers at such level as shall be determined by the Board or the compensation committee thereof (if any).

          (f) Employee shall be entitled to direct the Company to pay a portion of his Base Salary for automobile payments and expenses, including, but not limited to, insurance and maintenance. The Company shall pay the amount of such automobile payments and expenses directly to the provider as directed by Employee.

          (g) The Company shall obtain and maintain a life insurance policy(s) (that is a

-2-

death benefit plan for purposes of Treas. Reg. Section 1.409A-1(a)(5)) covering the life of Employee with death benefits in an aggregate amount of not less than $4,000,000, with the beneficiaries of such policy(ies) to be selected by Employee.

          (h) During the Term, Employee shall be entitled to paid vacation of 25 days during each calendar year or such additional number of days as is provided in the employee handbook published from time to time by the Company (the “Company Employee Handbook”). Employee’s right to carry forward unused vacation days for a calendar year to any future calendar year shall be governed by the Company’s Employee Handbook as in effect from time to time.

          (i) The Company shall maintain disability insurance (that provides disability pay for purposes of Treas. Reg. Section 1.409A-1(a)(5)) covering Employee which shall pay Employee at least sixty percent (60%) of his Base Salary.

          4. Term.

          (a) The term shall end three (3) years from the Effective Date (the “Initial Term”), except that at the end of the Initial Term, the term shall be automatically renewed for successive one (1) year periods (each a “Renewal Term” and together with the Initial Term, the “Term”), after the Initial Term unless terminated in writing by either the Company or Employee at least one (1) year prior to the end of the Initial Term or any Renewal Term; provided that (i) the Term and Employee’s employment shall terminate prior to such date upon Employee’s death or permanent Disability and (ii) Employee’s employment may be terminated by the Company or Employee at any time prior to such date subject to the terms and conditions of this Agreement.

          (b) If Employee’s employment is terminated by the Company without Cause or Employee voluntary resigns for Good Reason during the Term of this Agreement, Employee shall be entitled to receive from the Company (in one lump sum payment within ten (10) days of such termination or resignation), at Employee’s option, either: (A) (i) an amount equal to 2.99 times his then-applicable Base Salary, plus (ii) the pro rata portion (based on the number of full months of service by Employee in the year in which Employee’s employment is terminated) of any bonus to which Employee is entitled for the year in which Employee’s employment is terminated plus (iii) if Employee elects coverage under the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended, payment as and when due of Employee’s premiums for a period of eighteen (18) months following such termination or resignation; provided that, if Employee elects the severance payments and benefits provided for in Section 4(b)(A)(i)-(iii) of this Agreement, Employee agrees to be bound by the terms of Section 10 (Non-compete) and Section 11 (Non-solicitation) of this Agreement for a period of eighteen (18) months from the date of such termination or resignation, or (B) (i) an amount equal to one (1) times his then-applicable Base Salary, plus (ii) the pro rata portion (based on the number of full months of service by Employee in the year in which Employee’s employment is terminated) of any bonus to which Employee is entitled for the year in which Employee’s employment is terminated plus (iii) if Employee elects coverage under the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended, payment as and when due of Employee’s premiums for a period of eighteen (18) months following such termination or resignation; provided that, if Employee elects the severance payments and benefits provided for in Section 4(b)(B)(i)-(iii) of this Agreement,

-3-

Employee shall not be bound by Section 10 (Non-compete) and Section 11 (Non-solicitation) of this Agreement. As a condition to the Company’s obligations to make and provide the severance payments and benefits pursuant to this Section 4(b), Employee shall execute and deliver a general release in form and substance reasonably satisfactory to the Company.

          (c) If Employee’s employment is terminated by the Company due to Employee suffering a permanent Disability during the Term of this Agreement, Employee shall be entitled to receive from the Company (i) in one lump sum payment within ten (10) days of such termination (A) an amount equal to two (2) times his then-applicable Base Salary, plus (B) the pro rata portion (based on the number of full months of service by Employee in the year in which Employee’s employment is terminated) of any bonus to which Employee is entitled for the year in which Employee’s employment is terminated, and (ii) if Employee elects coverage under the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended, payment as and when due of Employee’s premiums for a period of eighteen (18) months following termination. As a condition to the Company’s obligations to make and provide the severance payments and benefits pursuant to this Section 4(c), Employee (or Employee’s representative) shall execute and deliver a general release in form and substance reasonably satisfactory to the Company.

          (d) If Employee’s employment is terminated by the Company for Cause during the Term of this Agreement, Employee shall, at Employee’s election: (A) be entitled to receive from the Company in one lump sum payment within ten (10) days of such termination (1) an amount equal to one (1) times his then-applicable Base Salary, plus (2) the pro rata portion (based on the number of full months of service by Employee in the year in which Employee’s employment is terminated) of any bonus to which Employee is entitled for the year in which Employee’s employment is terminated, and (3) if Employee elects coverage under the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended, payment as and when due of Employee’s premiums for a period of twelve (12) months following termination; provided that, Employee agrees to be bound by the terms of Section 10 (Non-compete) and Section 11 (Non-solicitation) of this Agreement for a period of one (1) year from the date of such termination, or (B) not be entitled to receive any severance payments and benefits from the Company; provided that, if Employee elects not to receive any severance payments and benefits from the Company, Employee shall not be bound by Section 10 (Non-compete) and Section 11 (Non-solicitation) of this Agreement. As a condition to the Company’s obligations to make and provide the severance payments and benefits pursuant to this Section 4(d), if applicable, Employee shall execute and deliver a general release in form and substance reasonably satisfactory to the Company.

          (e) If Employee voluntarily resigns his employment without Good Reason during the Term of this Agreement, and a Change of Control has not occurred prior to such resignation, the Company shall, within five (5) days of Employee’s resignation, pay to Employee any and all compensation accrued by Employee through the date of such resignation and Employee shall be bound by the terms of Section 10 (Non-compete) and Section 11 (Non-solicitation) of this Agreement for a period of one (1) year from the date of such resignation.

          (f) If Employee dies during the Term of this Agreement, Employee’s estate shall not be entitled to receive any compensation or benefits from the Company, except (i) as provided for in Section 3(g) of this Agreement and (ii) the Company shall, within five (5) days of

-4-

Employee’s death, pay to Employee’s estate any and all compensation (and reimbursements) accrued for the benefit of Employee through the date of his death.

          (g) If Employee’s employment is terminated by, or if Employee resigns his employment with, the Company or any entity that is in the same controlled group as the Company for purposes of Sections 414(b) or 414(c) of the Code, Employee’s employment shall also automatically be terminated by, or Employee shall also automatically resign his employment with, the Company and all entities that are in the same controlled group as the Company for purposes of Sections 414(b) or 414(c) of the Code.

          (h) Notwithstanding the preceding subsections, if the Employee is a “specified employee,” as defined in Treas. Reg. Section 1.409A-1(i), on the date his employment is terminated, (i) any lump sum payments due under this Section 4 will be made on the first day of the seventh month following the month of such termination or resignation, and (ii) any periodic payments due for the period after termination or resignation and before payment begins will be made on the first day of the seventh month following the month of such termination or resignation, and the remainder will be payable at such times as such amounts would have been payable had the Employee not terminated his employment.

          5. Change of Control.

          (a) If, during the Term, there should be a Change of Control (as defined herein), and within six (6) months before such Change of Control or twelve (12) months thereafter either (1) Employee’s employment shall be terminated by the Company for any reason other than for death, Disability or Cause or (2) Employee resigns for any reason, at Employee’s option:

            (i) the Company shall, within five (5) days of such termination or resignation, pay to Employee all amounts (including salary, bonuses, vacation pay, expense reimbursement, etc.), that have been fully earned by, but not yet paid to, Employee under this Agreement as of such termination or resignation plus a lump sum cash payment equal to 2.99 times (x) Employee’s then current annual Base Salary plus (y) Employee’s bonus for the prior annual period; provided that, if Employee elects to receive from the Company the payment set forth in this Section 5(a)(i) and the benefits set forth in Section 5(a)(iii) below, Employee agrees to be bound by the terms of Section 10 (Non-compete) and Section 11 (Non-solicitation) of this Agreement for a period of eighteen (18) months from the date of such termination or resignation; or

            (ii) the Company shall, within five (5) days of such termination or resignation, pay to Employee all amounts (including salary, bonuses, vacation pay, expense reimbursement, etc.), that have been fully earned by, but not yet paid to, Employee under this Agreement as of such termination or resignation plus a lump sum cash payment equal to 1 times (x) Employee’s then current annual Base Salary plus (y) Employee’s bonus for the prior annual period; provided that, if Employee elects to receive from the Company the payment set forth in this Section 5(a)(ii) and the benefits set forth in Section 5(a)(iv) below, Employee shall not be bound by Section 10 (Non-compete) and Section 11 (Non-solicitation) of this Agreement.

-5-

            (iii) In the event Employee makes the election provided for in Section 5(a)(i) of this Agreement, Employee shall be entitled to continue, for three (3) years, from the later of the Change of Control or Employee’s termination or resignation, to receive medical benefits coverage for Employee and Employee’s spouse and dependents (if any), to the extent Employee was so entitled prior to such termination or resignation, at the Company’s expense if and to the extent the Company was paying for such benefits to Employee and Employee’s spouse and dependents at the time of such termination or resignation, except that, if the Company’s medical benefits plans do not permit the foregoing for the full three (3) years, in lieu thereof, the Company shall pay to Employee within ten (10) days after the date of the termination or resignation, in one lump sum, an amount equal to the aggregate amount that that the Company would have paid for such coverage over the three (3) year period had such coverage been permitted. Employee and his spouse and dependents shall be entitled to such rights as he or they may have to continue coverage at his sole expense as are then accorded under COBRA for the COBRA coverage period following the expiration of the period during which Employee and his spouse and dependents (if any) continue to receive such medical benefits coverage.

            (iv) In the event Employee makes the election provided for in Section 5(a)(ii) of this Agreement, Employee shall be entitled to continue, for one (1) year, from the later of the Change of Control or Employee’s termination or resignation, to receive medical benefits coverage for Employee and Employee’s spouse and dependents (if any), to the extent Employee was so entitled prior to such termination or resignation, at the Company’s expense if and to the extent the Company was paying for such benefits to Employee and Employee’s spouse and dependents at the time of such termination or resignation, except that, if the Company’s medical benefits plans do not permit the foregoing for the full one (1) period, in lieu thereof, the Company shall pay to Employee within ten (10) days after the date of the termination or resignation, in one lump sum, an amount equal to the aggregate amount that that the Company would have paid for such coverage for the one (1) year period had such coverage been permitted. Employee and his spouse and dependents shall be entitled to such rights as he or they may have to continue coverage at his sole expense as are then accorded under COBRA for the COBRA coverage period following the expiration of the period during which Employee and his spouse and dependents (if any) continue to receive such medical benefits coverage.

          (b) Anything to the contrary in any other agreement or document now or hereafter existing notwithstanding, upon a Change of Control and without regard to whether Employee’s employment is thereafter terminated, Employee shall become fully vested as of the time immediately before such Change of Control in all then existing stock grants, each stock option previously issued to him thereupon shall become immediately vested and exercisable, without regard to continued employment or performance-based vesting standards, and each NQSO shall remain exercisable until the earlier of (i) the later of 180 days after the Change of Control or the period following a Change of Control that is set forth in the relevant stock option agreement or (ii) the scheduled expiration date of such option. The exercise period of any ISO granted to Employee before, on or after the date hereof shall be governed by the terms of the relevant ISO Agreement.

-6-

          (c) If Employee’s employment is terminated by, or if Employee resigns his employment with, the Company or any entity that is in the same controlled group as the Company for purposes of Sections 414(b) or 414(c) of the Code, Employee’s employment shall also automatically be terminated by, or Employee shall also automatically resign his employment with, the Company and all entities that are in the same controlled group as the Company for purposes of Sections 414(b) or 414(c) of the Code.

          (d) Notwithstanding the preceding subsections, if the Employee is a “specified employee,” as defined in Treas. Reg. Section 1.409A-1(i), on the date his employment is terminated, (i) any lump sum payments due under this Section 5 will be made on the first day of the seventh month following the month of such termination or resignation, and (ii) any periodic payments due for the period after termination or resignation and before payment begins will be made on the first day of the seventh month following the month of such termination or resignation, and the remainder will be payable at such times as such amounts would have been payable had the Employee not terminated his employment.

          (e) In the event Employee receives the payments provided for in this Section 5, Employee shall not be entitled to receive the payments provided for in Section 4 of this Agreement upon Employee’s termination or resignation.

          (f) A “Change of Control” of the Company shall mean:

            (1) the acquisition by an individual, entity, or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of thirty five percent (35%) or more of the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Shares”); provided, however, that the following acquisitions shall not constitute a Change of Control: (i) any acquisition directly from the Company unless, in connection therewith, a majority of the individuals who constitute the Board as of the date immediately preceding such transaction cease to constitute at least a majority of the Board after such transaction, (ii) any acquisition by the Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by Company or any entity controlled by the Company, (iv) any acquisition by any individual, entity, or group in connection with a Business Combination (as defined below) that fails to qualify as a Change of Control pursuant to paragraphs (3) or (4) below, or (v) any acquisition by any Person entitled to file Form 13G under the Exchange Act with respect to such acquisition; or

            (2) individuals who, on the date following the Effective Date, constitute the Board cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a member of the Board subsequent to the date hereof whose appointment, election, or nomination for election by the Company’s shareholders was approved by a vote of at least a majority of the Board then comprising the Board or by a majority of the members of a committee authorized by the Board to approve such appointment, election, or nomination (other than an appointment, election, or nomination of an individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the

-7-

election of directors of the Company) shall be, for purposes of this Agreement, considered as though such person were a member of the Board; or

            (3) completion by the Company of a reorganization, merger, or consolidation, or sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination”), in each case, if, following such Business Combination all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding Shares immediately prior to such Business Combination beneficially own, directly or indirectly, less than forty percent (40%) of, respectively, the then outstanding shares of equity securities and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity which, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries); or

            (4) completion by the Company of a Business Combination, if, following such Business Combination all or substantially all of the Persons who were the beneficial owners of the Outstanding Shares immediately prior to such Business Combination beneficially own, directly or indirectly, forty percent (40%) or more but less than sixty percent (60%) of, respectively, the then outstanding shares of equity securities and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity which, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries), and (i) any Person (excluding any employee benefit plan (or related trust) of the Company or such entity resulting from such Business Combination) beneficially owns, directly or indirectly, thirty percent (30%) or more of, respectively, the then outstanding shares of equity securities of the entity resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such entity except to the extent that such ownership existed prior to the Business Combination, or (ii) at least a majority of the members of the board of directors of the entity resulting from such Business Combination were not members of the Board at the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination, or (iii) Employee is not appointed or elected to a comparable or higher position with the entity resulting from such Business Combination, or (iv) the executive officers of Company holding the title of Vice President or higher at the time of the execution of the initial agreement for such Business Combination constitute less than a majority of the executive officers holding comparable or higher titles of the entity resulting from such Business Combination; or

            (5) a complete liquidation or dissolution of the Company.

The completion by the Company of a Business Combination following which all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding Shares immediately prior to such Business Combination beneficially own, directly or indirectly, sixty percent (60%) or more of, respectively, the then outstanding shares of equity securities and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the entity resulting from such Business Combination

-8-

(including, without limitation, an entity which, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) shall not constitute a “Change of Control” unless following such transaction the provisions of paragraphs (1) or (2) are independently satisfied.

          6. Possible Reduction in Payments. Following any Change of Control, if all or any portion of the payments and other benefits provided to Employee under this Agreement, either alone or together with other payments and benefits which Employee receives or is entitled to receive from the Company, constitute an “excess parachute payment” within the meaning of Section 280G of the Code and thus would result in the imposition of excise taxes on Employee under Section 4999 of the Code, then the Employee may, in his sole discretion, direct the Company to reduce such payments and benefits to the extent necessary to avoid the imposition of any such excise taxes. If the Employee elects to direct the Company to reduce such payments and benefits, the Employee shall also determine and direct the Company as to which and how much of the payments and benefits shall be eliminated or reduced to avoid any excess parachute payment. All determinations required to be made under this Section 6 and the assumptions to be utilized in arriving at such determinations shall be made by an accounting firm engaged by Employee which shall provide detailed supporting calculations both to the Company and Employee within fifteen (15) business days of the receipt of notice from Employee or the Company that there is the possibility of an excess parachute payment. All fees and expenses of such accounting firm shall be borne solely by the Company. Any determination by the accounting firm shall be binding upon the Company and Employee.

          7. Indemnification/Litigation Assistance. The Company shall indemnify and defend Employee against all claims arising out of Employee’s activities as an officer, director or employee of the Company or its Subsidiaries or Affiliates, or any of their respective predecessors, to the fullest extent permitted by law and under Company’s Certificate of Incorporation and By-laws. In addition to the foregoing, Employee shall, upon reasonable notice, furnish such information and proper assistance to the Company as may reasonably be required by the Company in connection with any litigation in which it or its Subsidiaries or Affiliates are, or may become, parties. After termination or resignation of Employee’s employment, Employee shall be fairly compensated for providing assistance to the Company that is more than incidental; provided, however, that the failure of the Company and Employee to agree on such compensation shall not be the basis on which Employee withholds any information or assistance

          8. Confidential Information. Employee acknowledges that the information obtained by him while employed by the Company and its Subsidiaries and Affiliates concerning the business or affairs of the Company or any Subsidiary or Affiliate (“Confidential Information”) are the property of the Company or such Subsidiary. Therefore, Employee agrees that he shall not disclose to any unauthorized person or use for his own purposes any Confidential Information without the prior written consent of the Board, unless and to the extent that the aforementioned matters become generally known to and available for use by the public other than as a result of Employee’s acts or omissions, or Employee disclosed Confidential Information in response to an order of any court, governmental agency or adjudicative body; provided that Employee shall have promptly notified the Company prior to any such disclosure and provided reasonable cooperation in the Company’s efforts, if any, to contest or limit the

-9-

scope of such disclosure, and provided further that if such disclosure is the subject of any protective or similar order, such information will still be considered Confidential Information except for the limited purpose of disclosure to such court, governmental agency or adjudicative body. Employee shall deliver to the Company at the termination or resignation of his employment, or at any other time the Company may request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) relating to the Confidential Information, Work Product (as defined below) or the business of the Company or any Subsidiary which he may then possess or have under his control.

          9. Inventions and Patents. Employee acknowledges that all inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports and all similar or related information (whether or not patentable) which relate to the Company’s or any of its Subsidiaries’ or Affiliates’ actual or anticipated business, research and development or existing or future products or services and which are conceived, developed or made by Employee while employed by the Company and its Subsidiaries and Affiliates (“Work Product”) belong to the Company or such Subsidiary or Affiliate. Employee shall promptly disclose such Work Product to the Board and perform all actions reasonably requested by the Board (whether during or after Employee’s employment with the Company) to establish and confirm such ownership (including, without limitation, assignments, consents, powers of attorney and other instruments).

          10. Non-Compete. In further consideration of the compensation to be paid to Employee hereunder, Employee acknowledges that in the course of his employment with the Company he shall become familiar, and during his employment with the Company he has become familiar, with the Company’s and its Subsidiaries’ and Affiliates’ trade secrets and with other Confidential Information concerning the Company and its Subsidiaries and Affiliates and that his services have been and shall be of special, unique and extraordinary value to the Company and its Subsidiaries. Therefore, Employee agrees that:

          (i) if he is terminated for Cause and he elects and receives the severance payments and benefits provided for in Section 4(d)(A) of this Agreement, he shall not for a period of one (1) year, directly or indirectly own any interest in, manage, control, participate in, consult with, render services for, or in any manner engage in any business which is involved (or has definite plans to get involved) in business activities that engage in the business of contract research organization, recruiting, staffing and placement of personnel in the areas of clinical research, medical writing, biostatistics and programming. Nothing herein shall prohibit Employee from being a passive owner of not more than 3% of the outstanding stock of any class of a corporation which is publicly traded, so long as Employee has no active participation in the business of such corporation, or

          (ii) if he is terminated without Cause and he elects and receives the severance payments and benefits provided for in Section 4(b)(A) of this Agreement, or he terminates this Agreement for Good Reason and he elects and receives the severance payments and benefits provided for in Section 4(b)(A) of this Agreement, he shall not for a period of eighteen (18) months, directly or indirectly own any interest in, manage, control, participate in, consult with, render services for, or in any manner engage in any business which is involved (or has

-10-

definite plans to get involved) in business activities that engage in the business of contract research organization, recruiting, staffing and placement of personnel in the areas of clinical research, medical writing, biostatistics and programming. Nothing herein shall prohibit Employee from being a passive owner of not more than 3% of the outstanding stock of any class of a corporation which is publicly traded, so long as Employee has no active participation in the business of such corporation, or

          (iii) if Employee voluntarily resigns during the Term, without Good Reason, and there has not been a Change of Control at the time of Employee’s resignation, he shall not for a period of one (1) year, directly or indirectly own any interest in, manage, control, participate in, consult with, render services for, or in any manner engage in any business which is involved (or has definite plans to get involved) in business activities that engage in the business of contract research organization, recruiting, staffing and placement of personnel in the areas of clinical research, medical writing, biostatistics and programming. Nothing herein shall prohibit Employee from being a passive owner of not more than 3% of the outstanding stock of any class of a corporation which is publicly traded, so long as Employee has no active participation in the business of such corporation; or

          (iv) if there is a Change of Control and Employee resigns for any reason or is terminated other than for Cause or as a result of Employee’s death or Disability and he elects and receives the payments and benefits set forth in Sections 5(a)(i) and 5(a)(iii) of this Agreement, he shall not for a period of eighteen (18) months, directly or indirectly own any interest in, manage, control, participate in, consult with, render services for, or in any manner engage in any business which is involved (or has definite plans to get involved) in business activities that engage in the business of contract research organization, recruiting, staffing and placement of personnel in the areas of clinical research, medical writing, biostatistics and programming. Nothing herein shall prohibit Employee from being a passive owner of not more than 3% of the outstanding stock of any class of a corporation which is publicly traded, so long as Employee has no active participation in the business of such corporation.

     11. Non-Solicitation. Employee agrees that:

     (i) if he is terminated for Cause and he elects and receives the severance payments and benefits provided for in Section 4(d)(A) of this Agreement, he shall not for a period of one (1) year, he shall not for a period of one (1) year, directly or indirectly through another entity (A) induce or attempt to induce any employee of the Company or any Subsidiary or Affiliate to leave the employ of the Company or such Subsidiary or Affiliate, or in any way interfere with the relationship between the Company or any Subsidiary or Affiliate and any employee thereof, (B) hire any person, who was an employee of the Company or any Subsidiary or Affiliate at any time during the one (1) year immediately preceding Employee’s termination or resignation, (C) induce or attempt to induce

-11-

any customer, supplier, licensee, licensor, franchisee or other business relation of the Company or any Subsidiary or Affiliate to cease doing business with the Company or such Subsidiary or Affiliate, or in any way interfere with the relationship between any such customer, supplier, licensee, licensor, franchisee or other business relation and the Company or any Subsidiary or Affiliate (including, without limitation, making any negative statements or communications about the Company or its Subsidiaries or Affiliates) or (D) service (except in the capacity of an employee) any customer, licensee, agent or franchisee of the Company or any Subsidiary or Affiliate who was a customer, licensee, agent or franchisee of the Company or any Subsidiary or Affiliate at any time during the one (1) year immediately preceding Employee’s termination or resignation, or

     (ii) if he is terminated without Cause and he elects and receives the severance payments and benefits provided for in Section 4(b)(A) of this Agreement, or he terminates this Agreement for Good Reason and he elects and receives the severance payments and benefits provided for in Section 4(b)(A) of this Agreement, he shall not for a period of eighteen (18) months, directly or indirectly through another entity (A) induce or attempt to induce any employee of the Company or any Subsidiary or Affiliate to leave the employ of the Company or such Subsidiary or Affiliate, or in any way interfere with the relationship between the Company or any Subsidiary or Affiliate and any employee thereof, (B) hire any person, who was an employee of the Company or any Subsidiary or Affiliate at any time during the one (1) year immediately preceding Employee’s termination or resignation, (C) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee or other business relation of the Company or any Subsidiary or Affiliate to cease doing business with the Company or such Subsidiary or Affiliate, or in any way interfere with the relationship between any such customer, supplier, licensee, licensor, franchisee or other business relation and the Company or any Subsidiary or Affiliate (including, without limitation, making any negative statements or communications about the Company or its Subsidiaries or Affiliates) or (D) service (except in the capacity of an employee) any customer, licensee, agent or franchisee of the Company or any Subsidiary or Affiliate who was a customer, licensee, agent or franchisee of the Company or any Subsidiary or Affiliate at any time during the one (1) year immediately preceding Employee’s termination or resignation; or

     (iii) if Employee voluntarily resigns during the Term, without Good Reason, and there has not been a Change of Control at the time of Employee’s resignation, he shall not for a period of one (1) year, directly or indirectly through another entity (A) induce or attempt to induce any employee of the Company or any Subsidiary or Affiliate to leave the employ of the Company or such Subsidiary or Affiliate, or in any way interfere with the relationship between the Company or any Subsidiary or Affiliate and any employee thereof, (B) hire any person, who was an employee of the Company or any Subsidiary or Affiliate at any time during the one (1) year immediately preceding Employee’s termination or resignation, (C) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee or other business relation of the Company or any Subsidiary

-12-

or Affiliate to cease doing business with the Company or such Subsidiary or Affiliate, or in any way interfere with the relationship between any such customer, supplier, licensee, licensor, franchisee or other business relation and the Company or any Subsidiary or Affiliate (including, without limitation, making any negative statements or communications about the Company or its Subsidiaries or Affiliates) or (D) service (except in the capacity of an employee) any customer, licensee, agent or franchisee of the Company or any Subsidiary or Affiliate who was a customer, licensee, agent or franchisee of the Company or any Subsidiary or Affiliate at any time during the one (1) year immediately preceding Employee’s termination or resignation; or

     (iv) if there is a Change of Control and Employee resigns for any reason or is terminated other than for Cause or as a result of Employee’s death or Disability and he elects and receives the payments and benefits set forth in Sections 5(a)(i) and 5(a)(iii) of this Agreement, he shall not for a period of eighteen (18) months, directly or indirectly through another entity (A) induce or attempt to induce any employee of the Company or any Subsidiary or Affiliate to leave the employ of the Company or such Subsidiary or Affiliate, or in any way interfere with the relationship between the Company or any Subsidiary or Affiliate and any employee thereof, (B) hire any person, who was an employee of the Company or any Subsidiary or Affiliate at any time during the one (1) year immediately preceding Employee’s termination or resignation, (C) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee or other business relation of the Company or any Subsidiary or Affiliate to cease doing business with the Company or such Subsidiary or Affiliate, or in any way interfere with the relationship between any such customer, supplier, licensee, licensor, franchisee or other business relation and the Company or any Subsidiary or Affiliate (including, without limitation, making any negative statements or communications about the Company or its Subsidiaries or Affiliates) or (D) service (except in the capacity of an employee) any customer, licensee, agent or franchisee of the Company or any Subsidiary or Affiliate who was a customer, licensee, agent or franchisee of the Company or any Subsidiary or Affiliate at any time during the one (1) year immediately preceding Employee’s termination or resignation.

          12. Enforcement. If, at the time of enforcement of Sections 8, 9, 10 or 11 of this Agreement, a court holds that the restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area. The parties hereto agree that money damages would not be an adequate remedy for any breach of this Agreement because the services provided by Employee pursuant to this Agreement are unique and because Employee has access to Confidential Information and Work Product. As such, in the event a breach or threatened breach of this Agreement the Company or its successors or assigns may, in addition to other rights and remedies existing in their favor, apply to any court of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce, or prevent any violations of, the provisions hereof (without posting a bond or other security). In addition, in the event of an actual breach or violation by Employee of

-13-

Sections 10 or 11, the Non-Compete Period and the Non-Solicitation Period shall be tolled until such breach or violation has been duly cured. Employee hereby acknowledges and agrees that the restrictions contained in Sections 10 and 11 are reasonable.

          13. Employee’s Representations. Employee hereby represents and warrants to the Company that (i) the execution, delivery and performance of this Agreement by Employee do not and shall not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which Employee is a party or by which he is bound, (ii) Employee is not a party to or bound by any employment agreement, non-compete agreement or confidentiality agreement with any other person or entity except the Prior Agreement, and (iii) as of the Effective Date, this Agreement shall be the valid and binding obligation of Employee, enforceable in accordance with its terms.

          14. Company’s Representations. The Company hereby represents and warrants to Employee that (i) the execution, delivery and performance of this Agreement by the Company does not and shall not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which the Company or any of its Subsidiaries or Affiliates is a party or by which it/they is/are bound, (ii) it has all requisite corporate power and authority to enter into, execute and deliver this Agreement, and (iii) as of the Effective Date, this Agreement shall be the valid and binding obligation of the Company, enforceable in accordance with its terms. The Company further represents that it shall take all actions necessary to comply with the AIM Rules for companies issued by the Alternative Investment Market of the London Stock Exchange in connection with its obligations under this Agreement.

          15. Definitions.

          “Affiliates” shall mean any person or entity controlling, controlled by, or under common control with, the Company. “Control,” as used in the definition of Affiliate, means the power to direct the management and policies of a person or entity, directly or indirectly, whether through the ownership of voting securities, by contract, or otherwise; the terms “controlling” and “controlled” shall have correlative meanings. Further, any person or entity that owns beneficially, either directly or through one or more intermediaries, more than ten percent (10%) of the ownership interests in a specified entity shall be presumed to control such entity for purposes of the definition of Affiliate

          “Board” shall mean the board of directors of the Company.

          “Cause” shall mean Employee’s (i) conviction of a felony, (ii) indictment for a felony involving dishonesty or fraud or the commission of any act or omission involving dishonesty or fraud, or (iii) gross negligence or willful misconduct with respect to the Company or any of its Subsidiaries or Affiliates.

          “Company Options” shall mean options to purchase shares of the Company’s common stock, no par value, granted pursuant to the ReSearch Pharmaceutical Services, Inc. 2002 Equity Incentive Plan effective as of June 6, 2002.

-14-

          “Disability” (i) shall mean any physical or mental incapacitation which results in Employee’s inability to perform his duties and responsibilities for the Company for a total of one hundred twenty (120) days during any twelve (12)-month period, as determined by an Independent Medical Doctor and (ii) shall be deemed to have occurred on the later of either the 120th day of such inability to perform or the date on which the benefits under the Company’s long term disability insurance become payable to Employee. For the purposes of this definition, an “Independent Medical Doctor” shall be a medical doctor chosen in the following manner: Employee and the Board shall each choose a medical doctor and such medical doctors, together, shall choose a third medical doctor who shall be the Independent Medical Doctor.

          “Good Reason” shall mean the following:

                    (i) a material breach of the Company’s obligations to Employee hereunder, provided that Employee shall have given written notice thereof to the Company, and the Company shall have failed to remedy the breach within 20 calendar days after such notice;

                    (ii) the relocation of Employee’s principal business office outside the metropolitan Philadelphia area without the consent of Employee;

                    (iii) the Company materially changes the job description, office title and/or responsibilities provided for in this Agreement, excluding promotions or increased responsibilities, provided that Employee shall have given written notice thereof to the Company, and the Company shall have failed to remedy the breach within 20 calendar days after such notice;

                    (iv) Employee is removed from the Board without Cause; or

                    (v) failure of the Company to nominate Employee as a candidate for election to the Board.

provided that in each such case, Good Reason shall be deemed to exist only if Employee shall have resigned from the Company within one hundred twenty (120) days after the occurrence of one of the events described above.

          “Parent Options” shall mean options to purchase shares of the common stock, par value $0.0001 per share, of Parent granted pursuant to the Parent Option Plan.

          “Parent Option Plan” shall mean the [Parent Option Plan] substantially in the form attached hereto as Exhibit B.

          “Subsidiaries” shall mean any entity of which a majority of the securities or other ownership interests are, at the time of determination, owned by the Company, directly or through one or more Subsidiaries.

          16. Survival. Sections 4, 5, 6, 7, 8, 9, 10, 11, 12, 15 and Sections 16 through 25 shall survive and continue in full force in accordance with their terms notwithstanding any termination or resignation of Employee’s employment by the Company.

-15-

          17. Notices. Any notice provided for in this Agreement shall be in writing and shall be personally delivered, sent by facsimile (with hard copy to follow by regular mail) or mailed by overnight courier (by a reputable courier service) or first class mail, return receipt requested, to the recipient at the address below indicated:

Notices to Employee:

Daniel M. Perlman
c/o ReSearch Pharmaceutical Services, Inc.
520 Virginia Drive
Ft. Washington, PA 19034
Fax: (484) 533-2018

Notices to the Company:

ReSearch Pharmaceutical Services, Inc.
520 Virginia Drive
Ft. Washington, PA 19034
Fax: (484) 533-2018
Attention: [                                        ]

With a copy to:

Chair, Compensation Committee
ReSearch Pharmaceutical Services, Inc.
520 Virginia Drive
Ft. Washington, PA 19034
Fax: (484) 533-2018

or such other address or to the attention of such other person as the recipient party shall have specified by prior written notice to the sending party. Any notice under this Agreement shall be deemed to have been given when so delivered, sent or mailed.

     18. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

     19. Complete Agreement. This Agreement, those documents expressly referred to herein and other documents of even date herewith embody the complete agreement and understanding between the parties and supersede and preempt any prior understandings, agreements or representations by or between the parties, written or oral, which may have related to the subject matter hereof in any way including, without limitation, that certain Employment

-16-

Agreement, entered into in 2001, by and between ReSearch Pharmaceutical Services, Inc. and Employee (the “Prior Agreement”).

          20. No Strict Construction. The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any party.

          21. Counterparts. This Agreement may be executed in separate counterparts (including by facsimile signature pages), each of which is deemed to be an original and all of which taken together constitute one and the same agreement.

          22. Successors and Assigns. This Agreement is intended to bind and inure to the benefit of and be enforceable by Employee, the Company and their respective heirs, successors and assigns, except that Employee may not assign his rights or delegate his duties or obligations hereunder without the prior written consent of the Company. Subject to Article 5 of this Agreement, the Company may freely assign its rights and obligations hereunder (including by operation of law), without the consent of, or notice to, Employee.

          23. Choice of Law; Consent to Jurisdiction. All issues and questions concerning the construction, validity, enforcement and interpretation of this Agreement and the exhibits and schedules hereto shall be governed by, and construed in accordance with, the laws of the Commonwealth of Pennsylvania, without giving effect to any choice of law or conflict of law rules or provisions (whether of the Commonwealth of Pennsylvania or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the Commonwealth of Pennsylvania. In the case of any dispute under or in connection with this Agreement, Employee may only bring suit against the Company in the Courts of the State of Pennsylvania in and for the County of Montgomery or in the Federal District Court for such geographic location. Employee hereby consents to the jurisdiction and venue of the courts of the Commonwealth of Pennsylvania in and for the County of Montgomery or the Federal District Court for such geographic location, provided that such Federal Court has subject matter jurisdiction over such dispute, and Employee hereby waives any claim he may have at any time as to forum non conveniens with respect to such venue. The Company shall have the right to institute any legal action arising out of or relating to this Agreement in any appropriate court and in any jurisdiction. Any judgment entered against either of the parties in any proceeding hereunder may be entered and enforced by any court of competent jurisdiction.

          24. Effective Date. This Agreement will become effective on the date (the “Effective Date”) on which the merger of Longxia Acquisition, Inc. (“Longxia”) with and into Research Pharmaceutical Services, Inc. (“RPS”), pursuant to the Agreement and Plan of Merger by and among the Company, Longxia, RPS, the RPS Securityholders named therein, and Daniel M. Perlman and Daniel Raynor as the RPS Securityholders Committee, (the “Merger”) is consummated. If for any reason the Merger does not occur, then this Agreement will not be effective and will be of no force or effect.

-17-

          25. Amendment and Waiver. The provisions of this Agreement may be amended or waived only with the prior written consent of the Company and Employee, and no course of conduct or failure or delay in enforcing the provisions of this Agreement shall affect the validity, binding effect or enforceability of this Agreement.

*      *      *

-18-

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

CROSS SHORE ACQUISITION CORPORATION
By:	/s/ Dennis M. Smith
	Name:	Dennis M. Smith
	Title:	Chief Executive Officer
/s/ Daniel M. Perlman
Daniel M. Perlman

-19-

EXHIBIT A

Parent Options

Number
of
Options	Exercise Price
450,000*	Fair Market Value on Effective Date

* 150,000 options shall vest on the first anniversary of this Agreement, 150,000 options shall vest on the second anniversary of this Agreement and the remaining 150,000 shall vest on the third anniversary of this Agreement.

Exhibit B

[This exhibit is filed as Exhibit 4.5 of this registration statement.]

EX-10.6

Exhibit 10.6

EMPLOYMENT AGREEMENT

     THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made as of April 26, 2007, by and between Cross Shore Acquisition Corporation t/b/k/a ReSearch Pharmaceutical Services, Inc., a Delaware corporation (“Cross Shore”) and together with its affiliates, successors and assigns, the “Company”), and Harris Koffer (“Employee”). Any capitalized terms used herein and otherwise not defined shall have the meanings assigned to them in Section 8 hereof.

     In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

     1. Employment. The Company shall employ Employee, and Employee hereby accepts employment with the Company, upon the terms and conditions set forth in this Agreement for the period beginning on the Effective Date (as defined in Section 17 hereof) and ending as provided in Section 4 hereof (the “Term”).

     2. Position and Duties.

          (a) Employee shall serve as the President and Chief Operating Officer of the Company and shall have the normal duties, responsibilities and authority of the President and Chief Operating Officer, subject to the overall discretion and authority of the Board.

          (b) Employee shall report to the Chief Executive Officer of the Company, and Employee shall devote his best efforts and his full business time and attention to the business and affairs of the Company and its Subsidiaries. Employee shall perform his duties and responsibilities to the best of his abilities in a diligent, trustworthy, businesslike and efficient manner.

          (c) As soon as practicable following the Effective Date, Employee shall be elected to the Board. Employee shall be a member of the Board during the Term.

     3. Base Salary and Benefits.

          (a) Employee shall be entitled to (i) receive a base salary of Three Hundred Thousand Dollars and Zero Cents ($300,000.00) per annum as may be adjusted by the Board from time to time (the “Base Salary”), which shall be payable in regular installments in accordance with the Company’s general payroll practices and shall be subject to customary withholding and (ii) participate in all benefit plans, including medical, dental, retirement, flexible spending account, Section 125 plan, Section 401(k) plan, short and long-term disability, life insurance (in an amount equal to three times Base Salary) and accident and disability insurance, and other such plans established by the Company from time to time for executives or employees of the Company generally (“Benefits”).

          (b) Employee shall be eligible for a target bonus of 50% of Employee’s annual base salary (the “Target Bonus Level”) for achieving the Company’s business and financial objectives. The bonus will be part of an overall bonus plan for senior

executives. The bonus plan is not capped on the upside and will allow for bonus levels to exceed the Target Bonus Level based on overachievement of the Company’s financial targets. If the Company’s fiscal year is the calendar year, such bonus shall be paid in the calendar year following the fiscal year to which the bonus relates, and all such payments shall be completed by March 15 of the payment year. If the Company’s fiscal year is other than a calendar year, all such payments shall be completed by December 31 of the calendar year in which the Company’s fiscal year ends.

          (c) Employee shall receive a car allowance in the amount of One Thousand Dollars and Zero Cents per month ($1,000.00). Such amount shall be paid in accordance with the Company’s general payroll practices.

          (d) Employee shall earn five weeks of paid time off per year, accrued in accordance with the Company’s vacation pay policy, and may use up to 10 paid sick days if necessary. Employee shall also be entitled to 10 paid corporate holidays, annually. Employee shall not be entitled to be paid for any days which remain unused at the end of any calendar year.

          (e) In addition to his Base Salary, on the Effective Date Employee shall be awarded a stock option representing 120,000 shares (the “Options”), in addition to the incentive stock options that will be granted as replacement options for the incentive stock options held by Employee under the ReSearch Pharmaceuticals, Inc. 2002 Equity Incentive Plan. The Options (i) shall have an exercise price equal to the fair market value of the Company’s common stock on the date of grant; (ii) shall have a three-year vesting schedule including vesting of 33 1/3% of granted options after one year of service and an additional 8 1/3% each 90 days thereafter; (iii) shall have an automatic vesting of 33 1/3% of the then outstanding options in the event that Employee’s employment is terminated during the first twelve (12) months of the Term; and (iv) shall be treated to the maximum extent possible as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).

          (f) The Company shall reimburse Employee for all reasonable expenses incurred by him in the course of performing his duties under this Agreement which are consistent with the Company’s policies in effect from time to time with respect to travel, entertainment and other business expenses, subject to the Company’s requirements with respect to reporting and documentation of such expenses. Such reimbursements shall be made in accordance with the Company’s general payroll practices.

     4. Term.

          (a) The Term shall begin on the Effective Date and shall continue until terminated as provided herein.

          (b) Employee’s employment may be terminated by the Company at any time for any reason. If Employee’s employment is terminated by the Company without Cause or by Employee for Good Reason during the Term, Employee shall be paid severance in a lump sum equivalent to twelve months of Employee’s Base Salary, subject to applicable withholdings, within 30 days following the date of termination (except as provided in subsection (f) below). Notwithstanding anything in this Agreement to the contrary, the Company shall have

-2-

no obligation to pay any amounts payable under this Section 4(b) if a court of competent jurisdiction determines that Employee is in breach of this Agreement or in breach of Employee’s obligations under the Employment Agreement Relating to Business Information, Trade Secret and Non-Competition Agreement between Employee and the Company and furthermore, Employee shall be obligated to repay any amounts of severance paid to Employee in the event of such a breach by Employee. As a condition to the Company’s obligations (if any) to make severance payments pursuant to this Section 4(b), Employee will be required to execute and deliver a general release in form and substance reasonably satisfactory to both the Company and Employee.

          (c) If this Agreement is terminated by the Company for Cause or by Employee without Good Reason, Employee shall receive only his Base Salary and Benefits through the date of termination. Any such amounts payable under this Section 4(c) will be payable at such times as such amounts would have been payable had Employee not been terminated.

          (d) If, during the Term, Employee becomes Disabled or dies, there shall be no further payments of Base Salary or Benefits (other than life and/or disability insurance) under the Agreement.

          (e) If Employee’s employment is terminated by, or if Employee resigns his employment with, the Company or any entity that is in the same controlled group as the Company for purposes of Sections 414(b) or 414(c) of the Code, Employee’s employment shall also automatically be terminated by, or Employee shall also automatically resign his employment with, the Company and all entities that are in the same controlled group as the Company for purposes of Sections 414(b) or 414(c) of the Code.

          (f) Notwithstanding the preceding subsections, if Employee is a “specified employee,” as defined in Treas. Reg. Section 1.409A-1(i), on the date his employment is terminated, any lump sum payments or bonus payments due to be paid under this Section 4 during the first six months after Employee’s termination of employment will instead be paid on the first day of the seventh month following the month of such termination.

     5. Confidential Information. Employee acknowledges that the information, observations and data obtained by him while employed by the Company and its Subsidiaries concerning the business or affairs of the Company or any Subsidiary (“Confidential Information”) are the property of the Company or such Subsidiary. Therefore, Employee agrees that he shall not disclose to any unauthorized person or use for his own purposes any Confidential Information without the prior written consent of the Board, unless and to the extent that the aforementioned matters become generally known to and available for use by the public other than as a result of Employee’s acts or omissions. Employee shall deliver to the Company at the termination of his employment, or at any other time the Company may request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) relating to the Confidential Information, Work Product (as defined below) or the business of the Company or any Subsidiary which he may then possess or have under his control.

-3-

     6. Inventions and Patents. Employee acknowledges that all inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports and all similar or related information (whether or not patentable) which relate to the Company’s or any of its Subsidiaries’ actual or anticipated business, research and development or existing or future products or services and which are conceived, developed or made by Employee while employed by the Company and its Subsidiaries (“Work Product”) belong to the Company or such Subsidiary. Employee shall promptly disclose such Work Product to the Board and perform all actions reasonably requested by the Board (whether during or after Employee’s employment with the Company) to establish and confirm such ownership (including, without limitation, assignments, consents, powers of attorney and other instruments).

     7. Employee’s Representations. Employee hereby represents and warrants to the Company that (i) the execution, delivery and performance of this Agreement by Employee do not and shall not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which Employee is a party or by which he is bound, (ii) Employee is not a party to or bound by any employment agreement, non-compete agreement or confidentiality agreement with any other person or entity except as disclosed to the Company by Employee in writing (including a copy of such agreement) prior to the Effective Date, and (iii) upon the execution and delivery of this Agreement by the Company, this Agreement shall be the valid and binding obligation of Employee, enforceable in accordance with its terms.

     8. Definitions.

     “Board” shall mean the board of directors of the Company.

     “Cause” shall mean Employee’s (i) conviction of either a felony or any other act or omission involving dishonesty or fraud, (ii) failure to perform duties as directed by the Board (which failure is not cured within 30 days following written notice from the Board); provided such duties are reasonable and consistent with the duties generally performed by an executive of the same, title, stature, duties and position as Employee or are otherwise consistent with this Agreement, (iii) gross negligence or willful misconduct with respect to the Company or any of its Subsidiaries, or (iv) material breach (which failure, if capable of being cured, is not cured within 30 days following written notice from the Board) of this Agreement.

     “Disabled” (i) shall mean any physical or mental incapacitation which results in Employee’s inability to perform his duties and responsibilities for the Company for a total of 120 days during any twelve-month period, as determined by an Independent Medical Doctor and (ii) shall be deemed to have occurred on the later of either the 120th day of such inability to perform or the date on which the benefits under the Company’s long term disability insurance become payable to Employee. For the purposes of this definition, an “Independent Medical Doctor” shall be a medical doctor chosen in the following manner: Employee and the Board shall each choose a medical doctor and such medical doctors, together, shall choose a third medical doctor who shall be the Independent Medical Doctor.

     “Good Reason” shall mean a material reduction or alteration in Employee’s duties, a reduction in Employee’s compensation package, or a requirement for Employee to be based at a location in excess of 40 miles from Employee’s current residence.

-4-

     “Subsidiaries” shall mean any entity of which a majority of the securities or other ownership interests are, at the time of determination, owned by the Company, directly or through one or more Subsidiaries.

     9. Survival. Sections 4, 5, 6 hereof, and Sections 8 through 18 hereof shall survive and continue in full force in accordance with their terms notwithstanding any termination of Employee’s employment by, or resignation of Employee’s employment with, the Company.

     10. Notices. Any notice provided for in this Agreement shall be in writing and shall be personally delivered, sent by facsimile (with hard copy to follow by regular mail) or mailed by overnight courier (by a reputable courier service) or first class mail, return receipt requested, to the recipient at the address below indicated:

Notices to Employee:

Harris Koffer
[          ]
[          ]

Notices to the Company:

ReSearch Pharmaceutical Services, Inc.
520 Virginia Drive
Ft. Washington, PA 19034
Fax: (484) 533-2018
Attention: Chief Executive Officer

or such other address or to the attention of such other person as the recipient party shall have specified by prior written notice to the sending party. Any notice under this Agreement shall be deemed to have been given when so delivered or mailed.

     11. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein

     12. Complete Agreement. This Agreement, those documents expressly referred to herein and other documents of even date herewith embody the complete agreement and understanding between the parties and supersede and preempt any prior understandings, agreements or representations by or between the parties, written or oral, which may have related to the subject matter hereof in any way, including, without limitation, that certain Employment Agreement, dated as of May 28, 2006, by and between the Company and Employee (the “Prior Agreement”). Upon the Effective Date, Employee hereby releases and waives any claims or

-5-

rights he or she may have under the Prior Agreement or any other agreement or understanding he or she may have with the Company or any of its Subsidiaries, including, without limitation, any claim for severance or other benefits.

     13. No Strict Construction. The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any party.

     14. Counterparts. This Agreement may be executed in separate counterparts (including by facsimile signature pages), each of which is deemed to be an original and all of which taken together constitute one and the same agreement.

     15. Successors and Assigns. This Agreement is intended to bind and inure to the benefit of and be enforceable by Employee, the Company and their respective heirs, successors and assigns, except that Employee may not assign his rights or delegate his duties or obligations hereunder without the prior written consent of the Company.

     16. Choice of Law; Consent to Jurisdiction. All issues and questions concerning the construction, validity, enforcement and interpretation of this Agreement and the exhibits and schedules hereto shall be governed by, and construed in accordance with, the laws of the Commonwealth of Pennsylvania, without giving effect to any choice of law or conflict of law rules or provisions (whether of the Commonwealth of Pennsylvania or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the Commonwealth of Pennsylvania. In the case of any dispute under or in connection with this Agreement, the parties may only bring suit in the Courts of the Commonwealth of Pennsylvania in and for the County of Montgomery or in the Federal District Court for such geographic location. Employee hereby consents to the jurisdiction and venue of the courts of the Commonwealth of Pennsylvania in and for the County of Montgomery or the Federal District Court for such geographic location, provided that such Federal Court has subject matter jurisdiction over such dispute, and the parties hereby waive any claim they may have at any time as to forum non conveniens with respect to such venue. Any judgment entered against either of the parties in any proceeding hereunder may be entered and enforced by any court of competent jurisdiction.

     17. Effective Date. This Agreement will become effective on the date (the Effective Date”) on which the merger of Longxia Acquisition, Inc. (“Longxia”) with and into Research Pharmaceutical Services, Inc., a Pennsylvania corporation (“RPS”), pursuant to the Agreement and Plan of Merger by and among Cross Shore, Longxia, RPS, the RPS Securityholders named therein, and Daniel M. Perlman and Daniel Raynor as the RPS Securityholders Committee is consummated. If for any reason the Merger does not occur, then this Agreement will not be effective and of no force and effect.

     18. Amendment and Waiver. The provisions of this Agreement may be amended or waived only with the prior written consent of the Company and Employee, and no course of conduct or failure or delay in enforcing the provisions of this Agreement shall affect the validity, binding effect or enforceability of this Agreement.

-6-

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

CROSS SHORE ACQUISITION CORPORATION
By:	/s/ Dennis M. Smith
	Its: Chief Executive Officer
/s/ Harris Koffer
Harris Koffer

-7-

EX-10.7

Exhibit 10.7

EMPLOYMENT AGREEMENT

          THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made as of April 26, 2007, by and between Cross Shore Acquisition Corporation t/b/k/a ReSearch Pharmaceutical Services, Inc., a Delaware corporation (“Cross Shore”) and together with its affiliates, successors and assigns, the “Company”), and Steven Bell (“Employee”). Any capitalized terms used herein and otherwise not defined shall have the meanings assigned to them in Section 12 hereof.

          In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

          1. Employment. The Company shall employ Employee, and Employee hereby accepts employment with the Company, upon the terms and conditions set forth in this Agreement for the period beginning on the Effective Date (as defined in Section 20 hereof) and ending as provided in Section 4 hereof (the “Term”).

          2. Position and Duties.

               (a) Employee shall serve as Executive Vice President of Finance and Chief Financial Officer of Longxia Acquisition, Inc., Cross Shore, ReSearch Pharmaceutical Services, LLC (“RPS”), and the Company’s other subsidiaries, and shall have the normal duties, responsibilities and authority of Executive Vice President of Finance and Chief Financial Officer subject to the overall discretion and authority of the Chief Executive Officer. Executive shall be based in the Company’s corporate headquarters in Fort Washington, PA but may be required to travel from time to time as part of his employment.

               (b) Employee shall report to the Chief Executive Officer of the Company, and Employee shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and its Subsidiaries. Employee shall perform his duties and responsibilities to the best of his abilities in a diligent, trustworthy, businesslike and efficient manner.

          3. Base Salary and Benefits.

               (a) During the Term, Employee shall be entitled to (i) receive a base salary of $280,000 per annum or such other higher rate as the Chief Executive Officer may designate from time to time (the "Base Salary”), which shall be payable in regular installments in accordance with the Company’s general payroll practices and shall be subject to customary withholding and (ii) participate in all benefit plans, including medical, dental, retirement, short- and long-term disability, of which premiums and fees will be fully paid by the Company, and stock incentive and other such plans established by the Company from time to time for executives or employees of the Company generally (“Benefits”). In addition, Employee shall be eligible to receive an annual bonus in such amount as determined by the Board in its sole discretion. If the Company’s fiscal year is the calendar year, such bonus shall be paid in the calendar year following the fiscal year to which the bonus relates, and all such payments shall be completed by March 15 of the payment year. If the Company’s fiscal year is other than a

calendar year, all such payments shall be completed by December 31 of the calendar year in which the Company’s fiscal year ends.

               (b) In addition to his Base Salary, on the Effective Date Employee shall be awarded a stock option representing 180,000 shares (the “Options”), in addition to the incentive stock options that will be granted as replacement options for the incentive stock options held by Employee under the ReSearch Pharmaceuticals, Inc. 2002 Equity Incentive Plan. The Options (i) shall have an exercise price equal to the fair market value of the Company’s common stock on the date of grant; (ii) shall have a three-year vesting schedule including vesting of 33 1/3% of granted options after one year of service and an additional 8 1/3% each 90 days thereafter; (iii) shall have an automatic vesting of 33 1/3% of the then outstanding options in the event that Employee’s employment is terminated during the first twelve (12) months of the Term; (iv) shall fully and immediately vest upon a Change of Control (except as provided in Section 5 hereof); and (v) shall be treated to the maximum extent possible as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).

               (c) Employee shall also receive a monthly auto allowance of $750. Such amount shall be paid in accordance with the Company’s general payroll practices.

               (d) The Company shall also reimburse Employee for all reasonable expenses incurred by him in the course of performing his duties under this Agreement which are consistent with the Company’s policies in effect from time to time with respect to travel, entertainment and other business expenses including reimbursement for continuing professional education, subject to the Company’s requirements with respect to approval, reporting and documentation of such expenses. Such reimbursements shall be made in accordance with the Company’s general payroll practices.

          4. Term.

               (a) The Term shall end one (1) year from the Effective Date, except that the Term shall be automatically renewed for successive one (1) year periods after the initial Term unless terminated in writing by either the Company or Employee at least thirty (30) days prior to the end of the Term or any renewal thereof; provided that (i) the Term and Employee’s employment shall terminate prior to such date upon Employee’s death or permanent Disability and (ii) Employee’s employment may be terminated by the Company or Employee at any time prior to such date.

               (b) Employee’s employment may be terminated by the Company at any time for any reason. If Employee’s employment is terminated by the Company without Cause during the Term of this Agreement, Employee shall be entitled to Base Salary and Benefits for a period of eighteen (18) months following the date of termination, and earned but unpaid bonuses, determined based on the partial year in which the termination without Cause occurs, if Employee is not employed for the entire year prior to the date of termination. In the event of a Change of Control, if Employee is terminated without Cause at any time after the date which is three (3) months before the closing of the transaction involving the Change of Control, or at any time thereafter, Employee shall receive twenty four (24) months Base Salary and Benefits rather than the eighteen (18) months described above, and earned but unpaid bonuses,

- 2 -

calculated based on the partial year in which the termination without Cause occurs, if Employee is not employed for the entire year prior to the date of termination. Any amount of Base Salary and any bonus(es) the amount of which can be determined at the time Employee is terminated that are payable under this Section 4(b) will be paid as follows: subject to applicable withholding, (i) fifty percent (50%) of such amount shall be paid on the six (6) month anniversary of Employee’s termination and (ii) the remaining fifty percent (50%) of such amount shall be paid on the nine (9) month anniversary of Employee’s termination. If the Company’s fiscal year is the calendar year, any bonus(es) that cannot be calculated at the time Employee is terminated that are payable under this Section 4(b) will be paid in the calendar year following the fiscal year to which the bonus(es) relate, and all such payments shall be completed by March 15 of the payment year. If the Company’s fiscal year is other than a calendar year, all such bonus payments shall be completed by December 31 of the calendar year in which the Company’s fiscal year ends. Notwithstanding anything in this Agreement to the contrary, the Company shall have no obligation to pay any amounts payable under this Section 4(b) during such times as Employee is in breach of Sections 6, 7, 8 or 9 hereof. As a condition to the Company’s obligations (if any) to make severance payments pursuant to this Section 4(b), Employee will execute and deliver a general release in form and substance reasonably satisfactory to the Company.

               (c) If this Agreement is terminated pursuant to Section 4(a)(i) above, Employee shall be entitled to receive his Base Salary through the date of termination. Any such amounts payable under this Section 4(c) will be payable at such times as such amounts would have been payable had Employee not been terminated.

               (d) If this Agreement is terminated by the Company for Cause or by Employee, Employee shall be entitled to receive his Base Salary through the date of termination. Any such amounts payable under this Section 4(d) will be payable at such times as such amounts would have been payable had Employee not been terminated.

               (e) During the period that Employee is entitled to payment of his Base Salary or other payments under Section 4(b) above, the Company shall pay and maintain for Employee’s benefit Employee’s participation and/or rights under the Company’s health, life and disability insurance plans, as well as any other benefits then in effect. The Company may offset any amounts Employee owes it or its Subsidiaries for liquidated claims against any amounts it owes Employee hereunder.

               (f) If Employee’s employment is terminated by, or if Employee resigns his employment with, the Company or any entity that is in the same controlled group as the Company for purposes of Sections 414(b) or 414(c) of the Code, Employee’s employment shall also automatically be terminated by, or Employee shall also automatically resign his employment with, the Company and all entities that are in the same controlled group as the Company for purposes of Sections 414(b) or 414(c) of the Code.

               (g) Notwithstanding the preceding subsections, if Employee is a “specified employee,” as defined in Treas. Reg. Section 1.409A-1(i), on the date his employment is terminated, any lump sum payments or bonus payments due to be paid under this Section 4

- 3 -

during the first six months after Employee’s termination of employment will instead be paid on the first day of the seventh month following the month of such termination.

          5. Possible Reduction in Payments. Following any Change of Control, if all or any portion of the payments and other benefits provided to Employee under this Agreement, either alone or together with other payments and benefits which Employee receives or is entitled to receive from the Company, constitute an “excess parachute payment” within the meaning of Section 280G of the Code and thus would result in the imposition of excise taxes on Employee under Section 4999 of the Code, then (i) the Employee may, in his sole discretion, direct the Company not to vest his Options under Section 3(b)(iv) hereof to the extent necessary to prevent any excess parachute payment to him, and (ii) to the extent the amount of payments and benefits described above (after the action described in (i) is taken or not taken by the Employee) would still result in an excess parachute payment, such payments and benefits shall be reduced to the extent necessary to avoid the imposition of any such excise taxes.

          6. Confidential Information. Employee acknowledges that the information, observations and data obtained by him while employed by the Company and its Subsidiaries concerning the business or affairs of the Company or any Subsidiary (“Confidential Information”) are the property of the Company or such Subsidiary. Therefore, Employee agrees that he shall not disclose to any unauthorized person or use for his own purposes any Confidential Information without the prior written consent of the Board, unless and to the extent that the aforementioned matters (i) become generally known to and available for use by the public other than as a result of Employee’s acts or omissions, or (ii) are disclosed by Employee in response to an order of any court, governmental agency or adjudicative body, provided that Employee shall have promptly notified the Company prior to any such disclosure and provided reasonable cooperation in the Company’s efforts, if any, to contest or limit the scope of such disclosure, and provided further that if such disclosure is the subject of any protective or similar order, such information will still be considered Confidential Information, except for the limited purpose of disclosure to such court, governmental agency or adjudicative body. Employee shall deliver to the Company at the termination or resignation of his employment, or at any other time the Company may request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) relating to the Confidential Information, Work Product (as defined below) or the business of the Company or any Subsidiary which he may then possess or have under his control.

          7. Inventions and Patents. Employee acknowledges that all inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports and all similar or related information (whether or not patentable) which relate to the Company’s or any of its Subsidiaries’ actual or anticipated business, research and development or existing or future products or services and which are conceived, developed or made by Employee while employed by the Company and its Subsidiaries (“Work Product”) belong to the Company or such Subsidiary. Employee shall promptly disclose such Work Product to the Board and perform all actions reasonably requested by the Board (whether during or after Employee’s employment with the Company) to establish and confirm such ownership (including, without limitation, assignments, consents, powers of attorney and other instruments).

- 4 -

          8. Non-Compete. In further consideration of the compensation to be paid to Employee hereunder, Employee acknowledges that in the course of his employment with the Company he shall become familiar, and during his employment with the Company he has become familiar, with the Company’s and its Subsidiaries’ trade secrets and with other Confidential Information concerning the Company and its Subsidiaries and that his services have been and shall be of special, unique and extraordinary value to the Company and its Subsidiaries. Therefore, Employee agrees that, during the one (1) year period following Employee’s termination of employment (the “Non-Compete Period”), he shall not directly or indirectly own any interest in, manage, control, participate in, consult with, render services for, or in any manner engage in any business which is involved (or has definite plans to get involved) in business activities that engage in the business of contract research organization, recruiting, staffing and placement of personnel in the areas of clinical research, medical writing, biostatistics and programming. Nothing herein shall prohibit Employee from being a passive owner of not more than 3% of the outstanding stock of any class of a corporation which is publicly traded, so long as Employee has no active participation in the business of such corporation.

          9. Non-Solicitation. During the one (1) year period immediately following the termination of Employee’s employment (the “Non-Solicitation Period”), Employee shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company or any Subsidiary to leave the employ of the Company or such Subsidiary, or in any way interfere with the relationship between the Company or any Subsidiary and any employee thereof, (ii) hire any person, who was an employee of the Company or any Subsidiary at any time during the four (4) years immediately preceding Employee’s termination, (iii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee or other business relation of the Company or any Subsidiary to cease doing business with the Company or such Subsidiary, or in any way interfere with the relationship between any such customer, supplier, licensee or business, relation and the Company or any Subsidiary (including, without limitation, making any negative statements or communications about the Company or its Subsidiaries) or (iv) service (except in the capacity of an employee) any customer, licensee, agent or franchisee of the Company or any Subsidiary who was a customer, licensee, agent or franchisee of the Company or any Subsidiary at any time during the two (2) years immediately preceding Employee’s termination or resignation.

          10. Enforcement. If, at the time of enforcement of Sections 6, 7, 8 or 9 hereof, a court holds that the restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area. The parties hereto agree that money damages would not be an adequate remedy for any breach of this Agreement because the services provided by Employee pursuant to this Agreement are unique and because Employee has access to Confidential Information and Work Product. As such, in the event a breach or threatened breach of this Agreement, the Company or its successors or assigns may, in addition to other rights and remedies existing in their favor, apply to any court of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce, or prevent any violations of, the provisions hereof (without posting a bond or other security). In addition, in the event of an actual breach or violation by Employee of Sections 8 or 9 hereof, the Non-Compete Period and the Non-Solicitation Period shall be tolled

- 5 -

until such breach or violation has been duly cured. Employee hereby acknowledges and agrees that the restrictions contained in Sections 8 and 9 hereof are reasonable.

          11. Employee’s Representations. Employee hereby represents and warrants to the Company that (i) the execution, delivery and performance of this Agreement by Employee do not and shall not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which Employee is a party or by which he is bound, (ii) Employee is not a party to or bound by any employment agreement, non-compete agreement or confidentiality agreement with any other person or entity except as disclosed to the Company by Employee in writing (including a copy of such agreement), and (iii) upon the execution and delivery of this Agreement by the Company, this Agreement shall be the valid and binding obligation of Employee, enforceable in accordance with its terms.

          12. Definitions.

          “Board” shall mean the board of directors of the Company.

          “Cause” shall mean (i) the conviction of a felony or the commission of any other act or omission involving dishonesty or fraud, (ii) failure to perform duties as directed by the Board (which failure is not cured within 30 days following written notice from the Board); provided such duties are reasonable and consistent with the duties generally performed by an executive of the same title, stature, duties and position as Employee or are otherwise consistent with this Agreement, (iii) gross negligence or willful misconduct with respect to the Company or any of its Subsidiaries, or (iv) any material breach (which failure is not cured within 30 days following written notice from the Board) of this Agreement.

          “Change of Control” shall mean the happening of an event, which shall be deemed to have occurred upon the earliest to occur of the following events: (i) the acquisition in one or more transactions by any “Person” (as the term person is used for purposes of Sections 13(d) or 14(d) of the Exchange Act) of “Beneficial ownership” (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of fifty percent (50%) or more of the combined voting power of the Company’s then outstanding voting securities (the “Voting Securities”), provided that for purposes of this clause (i) Voting Securities acquired directly from the Company by any Person shall be excluded from the determination of such Person’s Beneficial ownership of Voting Securities (but such Voting Securities shall be included in the calculation of the total number of Voting Securities then outstanding); or (ii) consummation by the Company of: a merger, reorganization or consolidation involving the Company if the shareholders of the Company immediately before such merger, reorganization or consolidation do not or will not own directly or indirectly immediately following such merger, reorganization or consolidation, more than fifty percent (50%) of the combined voting power of the outstanding voting securities of the company resulting from or surviving such merger, reorganization or consolidation in substantially the same proportion as their ownership of the Voting Securities outstanding immediately before such merger, reorganization or consolidation; (iii) a complete liquidation or dissolution of the Company; or (iv) consummation by the Company of a sale or other disposition of all or substantially all of the assets of the Company; or (v) acceptance by shareholders of the Company of shares in a share exchange if the shareholders of the Company immediately before such share exchange do not or will not own directly or indirectly immediately following such

- 6 -

share exchange more than fifty percent (50%) of the combined voting power of the outstanding voting securities of the entity resulting from or surviving such share exchange in substantially the same proportion as their ownership of the Voting Securities outstanding immediately before such share exchange.

          “Disability” shall mean any physical or mental incapacitation which results in Employee’s inability to perform his duties and responsibilities for the Company for a total of 120 days during any twelve-month period, as determined by an Independent Medical Doctor and (ii) shall be deemed to have occurred on the later of either the 120th day of such inability to perform or the date on which the benefits under the Company’s long term disability insurance become payable to Employee. For the purposes of this definition, an “Independent Medical Doctor” shall be a medical doctor chosen in the following manner: Employee and the Board shall each choose a medical doctor and such medical doctors, together, shall choose a third medical doctor who shall be the Independent Medical Doctor.

          “Subsidiaries” shall mean any entity of which a majority of the securities or other ownership interests are, at the time of determination, owned by the Company, directly or through one or more Subsidiaries.

          13. Survival. Sections 4, 5, 6, 7, 8, 9 and 10 hereof and Sections 12 through 22 hereof shall survive and continue in full force in accordance with their terms notwithstanding any termination of Employee’s employment by, or resignation of Employee’s employment with, the Company.

          14. Notices. Any notice provided for in this Agreement shall be in writing and shall be either personally, delivered sent by facsimile (with hard copy to follow by regular mail), or mailed by overnight courier (by a reputable courier service) or first class mail, return receipt requested, to the recipient at the address below indicated:

Notices to Employee:

Steven Bell
[                    ]
[                    ]
[                    ]

Notices to the Company:

ReSearch Pharmaceutical Services, Inc.
520 Virginia Drive
Ft. Washington, PA 19034
Attention: Chief Executive Officer
Fax: (484) 533-2018

or such other address or to the attention of such other person as the recipient party shall have specified by prior written notice to the sending party. Any notice under this Agreement shall be deemed to have been given when so delivered or mailed.

- 7 -

          15. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

          16. Complete Agreement. This Agreement, those documents expressly referred to herein and other documents of even date herewith embody the complete agreement and understanding among the parties and supersede and preempt any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way including, without limitation, that certain Employment Agreement dated as of December 2, 2003 by and between the Company and the Employee.

          17. No Strict Construction. The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any party.

          18. Counterparts. This Agreement may be executed in separate counterparts (including by facsimile signature pages), each of which is deemed to be an original and all of which taken together constitute one and the same agreement.

          19. Successors and Assigns. This Agreement is intended to bind and inure to the benefit of and be enforceable by Employee, the Company and their respective heirs, successors and assigns, except that Employee may not assign his rights or delegate his duties or obligations hereunder without the prior written consent of the Company.

          20. Choice of Law; Consent to Jurisdiction. All issues and questions concerning the construction, validity, enforcement and interpretation of this Agreement and the exhibits and schedules hereto shall be governed by, and construed in accordance with, the laws of the Commonwealth of Pennsylvania, without giving effect to any choice of law or conflict of law rules or provisions (whether of the Commonwealth of Pennsylvania or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the Commonwealth of Pennsylvania. In the case of any dispute under or in connection with this Agreement, Employee may only bring suit against the Company in the Courts of the Commonwealth of Pennsylvania in and for the County of Montgomery or in the Federal District Court for such geographic location. Employee hereby consents to the jurisdiction and venue of the courts of the Commonwealth of Pennsylvania in and for the County of Montgomery or the Federal District Court for such geographic location, provided that such Federal Court has subject matter jurisdiction over such dispute, and Employee hereby waives any claim he may have at any time as to forum non conveniens with respect to such venue. The Company shall have the right to institute any legal action arising out of or relating to this Agreement in any appropriate court and in any jurisdiction. Any judgment entered against either of the parties in any proceeding hereunder may be entered and enforced by any court of competent jurisdiction.

- 8 -

          21. Effective Date. This Agreement will become effective on the date (the “Effective Date”) on which the merger of Longxia Acquisition, Inc. (“Longxia”) with and into Research Pharmaceutical Services, Inc. (“RPS”), pursuant to the Agreement and Plan of Merger by and among Cross Shore, Longxia, RPS, the RPS Securityholders named therein, and Daniel M. Perlman and Daniel Raynor as the RPS Securityholders Committee (the “Merger”) is consummated. If for any reason the Merger does not occur, then this Agreement will not be effective and will be of no force or effect.

          22. Amendment and Waiver. The provisions of this Agreement may be amended or waived only with the prior written consent of the Company and Employee, and no course of conduct or failure or delay in enforcing the provisions of this Agreement shall affect the validity, binding effect or enforceability of this Agreement.

* * *

- 9 -

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

CROSS SHORE ACQUISITION CORPORATION
By:	/s/ Dennis M. Smith
	Its: Chief Executive Officer
/s/ Steven Bell
Steven Bell

- 10 -

EX-10.8

Exhibit 10.8

EMPLOYMENT AGREEMENT

     THIS AGREEMENT (this “Agreement”) is made as of December 6, 2007, by and between ReSearch Pharmaceutical Services, LLC, a Delaware limited liability company (the “Company”), and Samir Shah (“Employee”). Any capitalized terms used herein and otherwise not defined shall have the meanings assigned to them in Section 11 hereof.

     In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

     1. Employment. The Company shall employ Employee, and Employee hereby accepts employment with the Company, upon the terms and conditions set forth in this Agreement for the period beginning on the date hereof (the “Effective Date”) and ending as provided in Section 4 hereof (the “Term”).

     2. Position and Duties.

          (a) Employee shall serve as the Vice President, Strategic Development of the Company and shall have the normal duties, responsibilities and authority of the Vice President, Strategic Development, subject to the overall discretion and authority of the Board.

          (b) Employee shall report to the President of the Company, and Employee shall devote his or her best efforts and his or her full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and its Subsidiaries. Employee shall perform his or her duties and responsibilities to the best of his or her abilities in a diligent, trustworthy, businesslike and efficient manner.

     3. Base Salary and Benefits.

          (a) During the Term, Employee shall be entitled to (i) receive a base salary of $250,000 per annum or such other higher rate as the Board may designate from time to time (the “Base Salary”), which shall be payable in regular installments in accordance with the Company’s general payroll practices and shall be subject to customary withholding and (ii) participate in all benefit plans, including medical, dental, retirement, short- and long-term disability, stock incentive and other such plans established by the Company from time to time for executives or employees of the Company generally (“Benefits”). In addition, Employee shall be eligible to receive an annual bonus in such amount as determined by the Board in its sole discretion. If the Company’s fiscal year is the calendar year, such bonus shall be paid in the calendar year following the fiscal year to which the bonus relates, and all such payments shall be completed by March 15 of the payment year. If the Company’s fiscal year is other than a calendar year, all such payments shall be completed by December 31 of the calendar year in which the Company’s fiscal year ends.

          (b) The Company shall reimburse Employee for all reasonable expenses incurred by him or her in the course of performing his or her duties under this Agreement which are consistent with the Company’s policies in effect from time to time with

respect to travel, entertainment and other business expenses, subject to the Company’s requirements with respect to reporting and documentation of such expenses. Such reimbursements shall be made in accordance with the Company’s general payroll practices.

          (c) The Company shall pay on behalf of the Employee a monthly automobile lease payment in an amount as approved by the Board, along with repairs, maintenance, and insurance for such automobile. Such amount shall be paid in accordance with the Company’s general payroll practices.

     4. Term.

          (a) The Term shall end one (1) year from the Effective Date, except that the Term shall be automatically renewed for successive one (1) year periods after the initial Term unless terminated in writing by either the Company or Employee at least thirty (30) days prior to the end of the Term or any renewal thereof; provided that (i) the Term and Employee’s employment shall terminate prior to such date upon Employee’s death or permanent Disability and (ii) the Employee’s employment may be terminated by the Company or the Employee at any time prior to such date.

          (b) The Employee’s employment may be terminated by the Company at any time for any reason. If Employee’s employment is terminated by the Company without Cause during the Term of this Agreement, Employee shall be entitled Base Salary and Benefits for a period of one (1) year following the date of termination, and earned but unpaid bonuses, calculated based on the partial year in which termination without Cause occurs, if the Employee is not employed for the entire year prior to the date of termination. Any such amounts payable under this Section 4(b) will be payable at such times as such amounts would have been payable had Employee not been terminated. Notwithstanding anything in this Agreement to the contrary, the Company shall have no obligation to pay any amounts payable under this Section 4(b) during such times as Employee is in breach of Sections 5, 6, 7 or 8 hereof. As a condition to the Company’s obligations (if any) to make severance payments pursuant to this Section 4(b), Employee will execute and deliver a general release in form and substance reasonably satisfactory to the Company.

          (c) If this Agreement is terminated pursuant to Section 4(a)(i) above, Employee shall be entitled to receive his or her Base Salary through the date of termination. Any such amounts payable under this Section 4(c) will be payable at such times as such amounts would have been payable had Employee not been terminated.

          (d) If this Agreement is terminated by the Company for Cause or by the Employee, Employee shall be entitled to receive his or her Base Salary through the date of termination. Any such amounts payable under this Section 4(d) will be payable at such times as such amounts would have been payable had Employee not been terminated.

          (e) During the period that Employee is entitled to payment of his or her Base Salary or other payments under Section 4(b), the Company shall pay and maintain for Employee’s benefit Employee’s participation and/or rights under the Company’s health, life and disability insurance plans, as well as any other benefits then in effect. The Company may offset

- 2 -

any amounts Employee owes it or its Subsidiaries for liquidated claims against any amounts it owes Employee hereunder.

          (f) If Employee’s employment is terminated by, or if Employee resigns his employment with, the Company or any entity that is in the same controlled group as the Company for purposes of Sections 414(b) or 414(c) of the Internal Revenue Code of 1986, as amended (the “Code”), Employee’s employment shall also automatically be terminated by, or Employee shall also automatically resign his employment with, the Company and all entities that are in the same controlled group as the Company for purposes of Sections 414(b) or 414(c) of the Code.

          (g) Notwithstanding the preceding subsections, if the Employee becomes a “specified employee” as defined in Treas. Reg. Section 1.409A-1(i), (i) any lump sum payments due under this Section will be made on the first day of the seventh month following the month of such termination, and (ii) any periodic payments due for the period after termination and before payment begins will be made on the first day of the seventh month following the month of such termination, and the remainder will be payable at such times as such amounts would have been payable had the Employee not terminated his employment.

     5. Confidential Information. Employee acknowledges that the information, observations and data obtained by him or her while employed by the Company and its Subsidiaries concerning the business or affairs of the Company or any Subsidiary (“Confidential Information”) are the property of the Company or such Subsidiary. Therefore, Employee agrees that he or she shall not disclose to any unauthorized person or use for his or her own purposes any Confidential Information without the prior written consent of the Board, unless and to the extent that the aforementioned matters become generally known to and available for use by the public other than as a result of Employee’s acts or omissions. Employee shall deliver to the Company at the termination of his or her employment, or at any other time the Company may request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) relating to the Confidential Information, Work Product (as defined below) or the business of the Company or any Subsidiary which he or she may then possess or have under his or her control.

     6. Inventions and Patents. Employee acknowledges that all inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports and all similar or related information (whether or not patentable) which relate to the Company’s or any of its Subsidiaries’ actual or anticipated business, research and development or existing or future products or services and which are conceived, developed or made by Employee while employed by the Company and its Subsidiaries (“Work product”) belong to the Company or such Subsidiary. Employee shall promptly disclose such Work Product to the Board and perform all actions reasonably requested by the Board (whether during or after Employee’s employment with the Company) to establish and confirm such ownership (including, without limitation, assignments, consents, powers of attorney and other instruments).

     7. Non-Compete. In further consideration of the compensation to be paid to Employee hereunder, Employee acknowledges that in the course of his or her employment with the Company he or she shall become familiar, and during his or her employment with the

- 3 -

Company he or she has become familiar, with the Company’s and its Subsidiaries’ trade secrets and with other Confidential Information concerning the Company and its Subsidiaries and that his or her services have been and shall be of special, unique and extraordinary value to the Company and its Subsidiaries. Therefore, Employee agrees that, during the one (1) period following Employee’s termination of employment (the “Non-Compete Period”), he or she shall not directly or indirectly own any interest in, manage, control, participate in, consult with, render services for, or in any manner engage in any business which is involved (or has definite plans to get involved) in business activities that engage in the business of contract research organization, recruiting, staffing and placement of personnel in the areas of clinical research, medical writing, biostatistics and programming. Nothing herein shall prohibit Employee from being a passive owner of not more than 3% of the outstanding stock of any class of a corporation which is publicly traded, so long as Employee has no active participation in the business of such corporation.

     8. Non-Solicitation. During the one (1) year period immediately following the termination of Employee’s employment (the “Non-Solicitaion Period”), Employee shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company or any Subsidiary to leave the employ of the Company or such Subsidiary, or in any way interfere with the relationship between the Company or any Subsidiary and any employee thereof, (ii) hire any person, who was an employee of the Company or any Subsidiary at any time during the four (4) years immediately preceding the Employee’s termination, (iii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee or other business relation of the Company or any Subsidiary to cease doing business with the Company or such Subsidiary, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company or any Subsidiary (including, without limitation, making any negative statements or communications about the Company or its Subsidiaries) or (iv) service (except in the capacity of an employee) any customer, licensee, agent or franchisee of the Company or any Subsidiary who was a customer, licensee, agent or franchisee of the Company or any Subsidiary at any time during the two (2) years immediately preceding the Employee’s termination.

     9. Enforcement. If, at the time of enforcement of Sections 5, 6, 7 or 8 of this Agreement, a court holds that the restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area. The parties hereto agree that money damages would not be an adequate remedy for any breach of this Agreement because the services provided by Employee pursuant to this Agreement are unique and because Employee has access to Confidential Information and Work Product. As such, in the event a breach or threatened breach of this Agreement, the Company or its successors or assigns may, in addition to other rights and remedies existing in their favor, apply to any court of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce, or prevent any violations of, the provisions hereof (without posting a bond or other security). In addition, in the event of an actual breach or violation by Employee of Sections 7 or 8, the Non-Compete Period and the Non-Solicitation Period shall be tolled until such breach or violation has been duly cured. Employee hereby acknowledges and agrees that the restrictions contained in Sections 7 and 8 are reasonable.

- 4 -

     10. Employee’s Representations. Employee hereby represents and warrants to the Company that (i) the execution, delivery and performance of this Agreement by Employee do not and shall not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which Employee is a party or by which he or she is bound, (ii) Employee is not a party to or bound by any employment agreement, non-compete agreement or confidentiality agreement with any other person or entity except as disclosed to the Company by Employee in writing (including a copy of such agreement), and (iii) upon the execution and delivery of this Agreement by the Company, this Agreement shall be the valid and binding obligation of Employee, enforceable in accordance with its terms.

     11. Definitions.

     “Board” shall mean the board of directors of Cross Shore Acquisition Corporation, the Company’s parent upon consummation of the Merger.

     “Cause” shall mean (i) the conviction of a felony or the commission of any other act or omission involving dishonesty or fraud, (ii) failure to perform duties as directed by the Board (which failure is not cured within 30 days following written notice from the Board); provided such duties are reasonable and consistent with the duties generally performed by an executive of the same, title, stature, duties and position as Employee or are otherwise consistent with this Agreement, (iii) gross negligence or willful misconduct with respect to the Company or any of its Subsidiaries, or (iv) any material breach (which failure is not cured within 30 days following written notice from the Board) of this Agreement.

     “Disability” (i) shall mean any physical or mental incapacitation which results in Employee’s inability to perform his or her duties and responsibilities for the Company for a total of 120 days during any twelve-month period, as determined by an Independent Medical Doctor and (ii) shall be deemed to have occurred on the later of either the 120th day of such inability to perform or the date on which the benefits under the Company’s long term disability insurance become payable to the Employee. For the purposes of this definition, an “Independent Medical Doctor” shall be a medical doctor chosen in the following manner: the Employee and the Board shall each choose a medical doctor and such medical doctors, together, shall choose a third medical doctor who shall be the Independent Medical Doctor.

     “Subsidiaries” shall mean any entity of which the securities having a majority of the voting power in electing directors are, at the time of determination, owned by the Company, directly or through one or more Subsidiaries.

     12. Survival. Sections 4, 5, 6, 7 and 8 and Sections 11 through 21 shall survive and continue in full force in accordance with their terms notwithstanding any termination of the Employee’s employment by the Company.

     13. Notices. Any notice provided for in this Agreement shall be in writing and shall be either personally delivered, sent by facsimile (with hard copy to follow by regular mail) or mailed by overnight courier (by a reputable courier service) or first class mail, return receipt requested, to the recipient at the address below indicated:

- 5 -

Notices to Employee:

Samir Shah
c/o ReSearch Pharmaceutical Services, LLC
520 Virginia Drive
Fort Washington, Pennsylvania 19034

Notices to the Company:

ReSearch Pharmaceutical Services, LLC
520 Virginia Drive
Fort Washington, Pennsylvania 19034
Fax: (484) 533-2018
Attention: Chief Executive Officer

or such other address or to the attention of such other person as the recipient party shall have specified by prior written notice to the sending party. Any notice under this Agreement shall be deemed to have been given when so delivered or mailed.

     14. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

     15. Complete Agreement. This Agreement, those documents expressly referred to herein and other documents of even date herewith embody the complete agreement and understanding among the parties and supersede and preempt any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way.

     16. No Strict Construction. The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any party.

     17. Counterparts. This Agreement may be executed in separate counterparts (including by facsimile signature pages), each of which is deemed to be an original and all of which taken together constitute one and the same agreement.

     18. Successors and Assigns. This Agreement is intended to bind and inure to the benefit of and be enforceable by Employee, the Company and their respective heirs, successors and assigns, except that Employee may not assign his or her rights or delegate his or her duties or obligations hereunder without the prior written consent of the Company.

- 6 -

     19. Choice of Law; Consent to Jurisdiction. All issues and questions concerning the construction, validity, enforcement and interpretation of this Agreement and the exhibits and schedules hereto shall be governed by, and construed in accordance with, the laws of the Commonwealth of Pennsylvania, without giving effect to any choice of law or conflict of law rules or provisions (whether of the Commonwealth of Pennsylvania or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the Commonwealth of Pennsylvania. In the case of any dispute under or in connection with this Agreement, the Employee may only bring suit against the Company in the Courts of the Commonwealth of Pennsylvania in and for the County of Montgomery or in the Federal District Court for such geographic location. The Employee hereby consents to the jurisdiction and venue of the courts of the Commonwealth of Pennsylvania in and for the County of Montgomery or the Federal District Court for such geographic location, provided that such Federal Court has subject matter jurisdiction over such dispute, and the Employee hereby waives any claim he or she may have at any time as to forum non conveniens with respect to such venue. The Company shall have the right to institute any legal action arising out of or relating to this Agreement in any appropriate court and in any jurisdiction. Any judgment entered against either of the parties in any proceeding hereunder may be entered and enforced by any court of competent jurisdiction.

     20. Amendment and Waiver. The provisions of this Agreement may be amended or waived only with the prior written consent of the Company and Employee, and no course of conduct or failure or delay in enforcing the provisions of this Agreement shall affect the validity, binding effect or enforceability of this Agreement.

* * * * *

- 7 -

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

RESEARCH PHARMACEUTICAL SERVICES, LLC
By:	/s/ Daniel Perlman
Its:	Chief Executive Officer
/s/ Samir Shah
Samir Shah

     ReSearch Pharmaceutical Services, Inc. hereby guaranties all of the obligations of ReSearch Pharmaceutical Services, LLC hereunder

RESEARCH PHARMACEUTICAL SERVICES, INC.
By:	/s/ Daniel Perlman
Its:	Chief Executive Officer

EX-10.9

Exhibit 10.9

EMPLOYMENT AGREEMENT

          THIS AGREEMENT (this “Agreement”) is made as of April 28, 2001, by and between Research Pharmaceutical Search, Inc., a Pennsylvania corporation d/b/a Research Pharmaceutical Services, Inc. (the “Company”), and Janet Brennan (“Employee”). Any capitalized terms used herein and otherwise not defined shall have the meanings assigned to them in Section 11 hereof.

          In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

          1. Employment. The Company shall employ Employee, and Employee hereby accepts employment with the Company, upon the terms and conditions set forth in this Agreement for the period beginning on the date hereof and ending as provided in Section 4 hereof (the “Term”).

          2. Position and Duties.

               (a) Employee shall serve as the Vice President of Clinical Operations and Strategic Development of the Company and shall have the normal duties, responsibilities and authority of the Vice President of Clinical Operations and Strategic Development, subject to the overall discretion and authority of the Board.

               (b) Employee shall report to the President of the Company, and Employee shall devote his or her best efforts and his or her full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and its Subsidiaries. Employee shall perform his or her duties and responsibilities to the best of his or her abilities in a diligent, trustworthy, businesslike and efficient manner.

          3. Base Salary and Benefits.

               (a) During the Term, Employee shall be entitled to (i) receive a base salary of $165,000 per annum or such other higher rate as the Board may designate from time to time (the “Base Salary”), which shall be payable in regular installments in accordance with the Company’s general payroll practices and shall be subject to customary withholding and (ii) participate in all benefit plans, including medical, dental, retirement, short- and long-term disability, stock incentive and other such plans established by the Company from time to time for executives or employees of the Company generally (“Benefits”). In addition, Employee shall be eligible to receive an annual performance bonus in such amount as determined by the Board in its sole discretion.

               (b) The Company shall reimburse Employee for all reasonable expenses incurred by him or her in the course of performing his or her duties under this Agreement which are consistent with the Company’s policies in effect from time to time with respect to travel, entertainment and other business expenses, subject to the Company’s requirements with respect to reporting and documentation of such expenses.

          4. Term.

               (a) The Term shall end one (1) year from the date hereof, except that the Term shall be automatically renewed for successive one (1) year periods after the initial Term unless terminated in writing by either the Company or Employee at least thirty (30) days prior to the end of the Term or any renewal thereof; provided that (i) the Term and Employee’s employment shall terminate prior to such date upon Employee’s death or permanent Disability and (ii) the Employee’s employment may be terminated by the Company or the Employee at any time prior to such date.

               (b) The Employee’s employment may be terminated by the Company at any time for any reason. If Employee’s employment is terminated by the Company without Cause during the Term of this Agreement, Employee shall be entitled Base Salary and Benefits for a period of one (1) year following the date of termination. Any such amounts payable under this Section 4(b) will be payable at such times as such amounts would have been payable had Employee not been terminated. Notwithstanding anything in this Agreement to the contrary, the Company shall have no obligation to pay any amounts payable under this Section 4(b) during such times as Employee is in breach of Sections 5, 6, 7 or 8 hereof. Upon request from time to time, Employee shall furnish the Company with a true and complete certificate specifying any such compensation due to or received by him or her. As a condition to the Company’s obligations (if any) to make severance payments pursuant to this Section 4(b), Employee will execute and deliver a general release in form and substance reasonably satisfactory to the Company.

               (c) If this Agreement is terminated pursuant to Section 4(a)(i) above, Employee shall be entitled to receive his or her Base Salary through the date of termination. Any such amounts payable under this Section 4(c) will be payable at such times as such amounts would have been payable had Employee not been terminated.

               (d) If this Agreement is terminated by the Company for Cause or by the Employee, Employee shall be entitled to receive his or her Base Salary through the date of termination. Any such amounts payable under this Section 4(d) will be payable at such times as such amounts would have been payable had Employee not been terminated.

               (e) During the period that Employee is entitled to payment of his or her Base Salary or other payments under Section 4(b), the Company shall pay and maintain for Employee’s benefit Employee’s participation and/or rights under the Company’s health, life and disability insurance plans, as well as any other benefits then in effect. The Company may offset any amounts Employee owes it or its Subsidiaries for liquidated claims against any amounts it owes Employee hereunder.

          5. Confidential Information. Employee acknowledges that the information, observations and data obtained by him or her while employed by the Company and its Subsidiaries concerning the business or affairs of the Company or any Subsidiary (“Confidential Information”) are the property of the Company or such Subsidiary. Therefore, Employee agrees that he or she shall not disclose to any unauthorized person or use for his or her own purposes any Confidential Information without the prior written consent of the Board, unless and to the

-2-

extent that the aforementioned matters become generally known to and available for use by the public other than as a result of Employee’s acts or omissions. Employee shall deliver to the Company at the termination of his or her employment, or at any other time the Company may request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) relating to the Confidential Information, Work Product (as defined below) or the business of the Company or any Subsidiary which he or she may then possess or have under his or her control.

          6. Inventions and Patents. Employee acknowledges that all inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports and all similar or related information (whether or not patentable) which relate to the Company’s or any of its Subsidiaries’ actual or anticipated business, research and development or existing or future products or services and which are conceived, developed or made by Employee while employed by the Company and its Subsidiaries (“Work Product’) belong to the Company or such Subsidiary. Employee shall promptly disclose such Work Product to the Board and perform all actions reasonably requested by the Board (whether during or after Employee’s employment with the Company) to establish and confirm such ownership (including, without limitation, assignments, consents, powers of attorney and other instruments).

          7. Non-Compete. In further consideration of the compensation to be paid to Employee hereunder, Employee acknowledges that in the course of his or her employment with the Company he or she shall become familiar, and during his or her employment with the Company he or she has become familiar, with the Company’s and its Subsidiaries’ trade secrets and with other Confidential Information concerning the Company and its Subsidiaries and that his or her services have been and shall be of special, unique and extraordinary value to the Company and its Subsidiaries. Therefore, Employee agrees that, during the one (1) period following Employee’s termination of employment (the “Non-Compete Period”), he or she shall not directly or indirectly own any interest in, manage, control, participate in, consult with, render services for, or in any manner engage in any business which is involved (or has definite plans to get involved) in business activities that engage in the business of contract research organization, recruiting, staffing and placement of personnel in the areas of clinical research, medical writing, biostatistics and programming. Nothing herein shall prohibit Employee from being a passive owner of not more than 3% of the outstanding stock of any class of a corporation which is publicly traded, so long as Employee has no active participation in the business of such corporation.

          8. Non-Solicitation. During the one (1) year period immediately following the termination of Employee’s employment (the “Non-Solicitation Period”), Employee shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company or any Subsidiary to leave the employ of the Company or such Subsidiary, or in any way interfere with the relationship between the Company or any Subsidiary and any employee thereof, (ii) hire any person, who was an employee of the Company or any Subsidiary at any time during the four (4) years immediately preceding the Employee’s termination, (iii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee or other business relation of the Company or any Subsidiary to cease doing business with the Company or such Subsidiary, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company or any Subsidiary (including, without limitation, making any

-3-

negative statements or communications about the Company or its Subsidiaries) or (iv) service (except in the capacity of an employee) any customer, licensee, agent or franchisee of the Company or any Subsidiary who was a customer, licensee, agent or franchisee of the Company or any Subsidiary at any time during the two (2) years immediately preceding the Employee’s termination.

          9. Enforcement. If, at the time of enforcement of Sections 5, 6, 7 or 8 of this Agreement, a court holds that the restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area. The parties hereto agree that money damages would not be an adequate remedy for any breach of this Agreement because the services provided by Employee pursuant to this Agreement are unique and because Employee has access to Confidential Information and Work Product. As such, in the event a breach or threatened breach of this Agreement, the Company or its successors or assigns may, in addition to other rights and remedies existing in their favor, apply to any court of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce, or prevent any violations of, the provisions hereof (without posting a bond or other security). In addition, in the event of an actual breach or violation by Employee of Sections 7 or 8, the Non-Compete Period and the Non-Solicitation Period shall be tolled until such breach or violation has been duly cured. Employee hereby acknowledges and agrees that the restrictions contained in Sections 7 or 8 are reasonable.

          10. Employee’s Representations. Employee hereby represents and warrants to the Company that (i) the execution, delivery and performance of this Agreement by Employee do not and shall not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which Employee is a party or by which he or she is bound, (ii) Employee is not a party to or bound by any employment agreement, non-compete agreement or confidentiality agreement with any other person or entity except as disclosed to the Company by Employee in writing (including a copy of such agreement), and (iii) upon the execution and delivery of this Agreement by the Company, this Agreement shall be the valid and binding obligation of Employee, enforceable in accordance with its terms.

          11. Definitions.

          “Board” shall mean the board of directors of the Company.

          “Cause” shall mean (i) the conviction of a felony or the commission of any other act or omission involving dishonesty or fraud, (ii) failure to perform duties as directed by the Board (which failure is not cured within 30 days following written notice from the Board); provided such duties are reasonable and consistent with the duties generally performed by an executive of the same, title, stature, duties and position as Employee or are otherwise consistent with this Agreement, (iii) gross negligence or willful misconduct with respect to the Company or any of its Subsidiaries, or (iv) any material breach (which failure is not cured within 30 days following written notice from the Board) of this Agreement.

          “Disability” (i) shall mean any physical or mental incapacitation which results in Employee’s inability to perform his or her duties and responsibilities for the Company for a total

-4-

of 120 days during any twelve-month period, as determined by an Independent Medical Doctor and (ii) shall be deemed to have occurred on the later of either the 120th day of such inability to perform or the date on which the benefits under the Company’s long term disability insurance become payable to the Employee. For the purposes of this definition, an “Independent Medical Doctor” shall be a medical doctor chosen in the following manner: the Employee and the Board shall each choose a medical doctor and such medical doctors, together, shall choose a third medical doctor who shall be the Independent Medical Doctor.

          “Subsidiaries” shall mean any entity of which the securities having a majority of the voting power in electing directors are, at the time of determination, owned by the Company, directly or through one or more Subsidiaries.

          12. Survival. Sections 4, 5, 6, 7 and 8 and Sections 11 through 20 shall survive and continue in full force in accordance with their terms notwithstanding any termination of the Employee’s employment by the Company.

          13. Notices. Any notice provided for in this Agreement shall be in writing and shall be either personally delivered, or mailed by overnight courier (by a reputable courier service) or first class mail, return receipt requested, to the recipient at the address below indicated:

Notices to Employee:

Janet Brennan
c/o ReSearch Pharmaceutical Services, Inc.
725 Skippack Pike, Suite 200
Blue Bell, Pennsylvania 19422
Fax: (215) 540-0770

Notices to the Company:

ReSearch Pharmaceutical Services, Inc.
725 Skippack Pike, Suite 200
Blue Bell, Pennsylvania 19422
Fax: (215) 540-0770
Attention: President

with copies to:

Pepper Hamilton LLP
1235 Westlakes Drive Suite 400
Berwyn, PA 19312-2401\
Attention: James D. Rosener, Esq.
Telecopy: (610) 640-7835

-5-

or such other address or to the attention of such other person as the recipient party shall have specified by prior written notice to the sending party. Any notice under this Agreement shall be deemed to have been given when so delivered or mailed.

          14. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

          15. Complete Agreement. This Agreement, those documents expressly referred to herein and other documents of even date herewith embody the complete agreement and understanding among the parties and supersede and preempt any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way.

          16. No Strict Construction. The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any party.

          17. Counterparts. This Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same agreement.

          18. Successors and Assigns. This Agreement is intended to bind and inure to the benefit of and be enforceable by Employee, the Company and their respective heirs, successors and assigns, except that Employee may not assign his or her rights or delegate his or her obligations hereunder without the prior written consent of the Company.

          19. Choice of Law; Consent to Jurisdiction. All issues and questions concerning the construction, validity, enforcement and interpretation of this Agreement and the exhibits and schedules hereto shall be governed by, and construed in accordance with, the laws of the Commonwealth of Pennsylvania, without giving effect to any choice of law or conflict of law rules or provisions (whether of the Commonwealth of Pennsylvania or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the Commonwealth of Pennsylvania. In the case of any dispute under or in connection with this Agreement, the Employee may only bring suit against the Company in the Courts of the State of Pennsylvania in and for the County of Montgomery or in the Federal District Court for such geographic location. The Employee hereby consents to the jurisdiction and venue of the courts of the State of Pennsylvania in and for the County of Montgomery or the Federal District Court for such geographic location, provided that such Federal Court has subject matter jurisdiction over such dispute, and the Employee hereby waives any claim he or she may have at any time as to forum non conveniens with respect to such venue. The Company shall have the right to institute any legal action arising out of or relating to this Agreement in any appropriate court and

-6-

in any jurisdiction. Any judgment entered against either of the parties in any proceeding hereunder may be entered and enforced by any court of competent jurisdiction.

          20. Amendment and Waiver. The provisions of this Agreement may be amended or waived only with the prior written consent of the Company and Employee, and no course of conduct or failure or delay in enforcing the provisions of this Agreement shall affect the validity, binding effect or enforceability of this Agreement.

* * * * *

-7-

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

RESEARCH PHARMACEUTICAL SEARCH, INC.
By:	/s/ Daniel M. Perlman
	Its: President
/s/ Janet L. Brennan
Employee

EX-10.10

Exhibit 10.10

RESEARCH PHARMACEUTICAL SERVICES, INC.
2007 EQUITY INCENTIVE PLAN

AWARD AGREEMENT

     Research Pharmaceutical Services, Inc., a Delaware corporation (the “Company”), hereby grants to _________ (the “Optionee”), an employee of the Company or a related entity, a nonqualified stock option (the “Option”) to purchase _________ shares (the “Option Shares”) of the Company’s common stock on _________ (the “Grant Date”). Except as otherwise specified herein or unless the context requires otherwise, the terms defined in the Research Pharmaceutical Services, Inc. 2007 Equity Incentive Plan (the “Plan”) will have the same meanings herein.

     NOW, THEREFORE, in consideration of these premises and the agreements set forth herein, the parties hereto agree as follows:

          1. Nature of the Option. This Option is a nonqualified stock option.

          2. Term of Option. This Option may not be exercised later than the date that is ten (10) years after the Grant Date, subject to earlier termination or cancellation, as provided in the Plan or Section 6 hereof.

          3. Option Exercise Price. The cost to the Optionee to purchase, pursuant to this Award Agreement, one Share is $______.

          4. Exercise of Option. This Option will be exercisable during its term only in accordance with the terms and provisions of the Plan and this Award Agreement, as follows:

               (a) Right to Exercise.

                    (i) The Option shall become exercisable with respect to thirty-three and one-third percent (33¹/³ percent) of the Option Shares on _________, provided the Optionee has not incurred a Termination of Service as of the applicable vesting date; and

                    (ii) Thereafter, the Option shall become exercisable with respect to an additional eight and one-third percent (8¹/³ percent) of the Option Shares at the end of each consecutive ninety (90) day period following _________, provided the Optionee has not incurred a Termination of Service as of the applicable vesting date.

                    (iii) Notwithstanding paragraphs (i) and (ii) above, this Option may not be exercised from the effective time of a Form 10 (General Form for Registration of Securities) (if any) that is filed with the Securities and Exchange Commission (the “SEC”) until the time the underlying Option Shares have been registered with the SEC by means of a Form S-8 (Registration Statement Under the Securities Act of 1933) duly filed with the SEC.

               (b) Method of Exercise. The Optionee may exercise this Option by providing written notice stating the election to exercise this Option. Such written notice must be signed by the Optionee and must be delivered in person or by certified mail to the Secretary of

the Company or such other person as may be designated by the Company. The written notice must be accompanied by (i) payment of the option exercise price in the manner described in Section 4(c) hereof, and (ii) any other agreements required by the Board or its Committee and/or the terms of the Plan, which other agreements may restrict the sale or other transfer of the Option Shares and may include certain additional representations and agreements as to the Optionee’s investment intent with respect to the Option Shares. This Option will be deemed to be exercised only upon the receipt by the Company of such written notice, payment of the option exercise price, and any other agreements required by the Board or its Committee, the terms of the Plan and/or this Award Agreement. The Optionee will have no right to vote or receive dividends and will have no other rights as a stockholder with respect to such Option Shares notwithstanding the exercise of this Option, until the issuance (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company) of the stock certificate(s) evidencing those Shares that are being issued upon exercise of this Option. The certificate(s) for the Option Shares will be registered in the name of the Optionee and will contain any legend as may be required under the Plan, this Award Agreement, and/or applicable law.

               (c) Method of Payment. The method of payment of the option exercise price may consist entirely of cash or personal or certified check, or such other consideration or method of payment as may be authorized under the Plan, in addition to or in place of cash or check, as may be determined by the Board or its Committee at the time of exercise.

               (d) Partial Exercise. This Option may be exercised in whole or in part; provided, however, that any exercise may apply only with respect to a whole number of Option Shares.

               (e) Restrictions on Exercise. This Option may not be exercised if the issuance of Option Shares upon such exercise would constitute a violation of any applicable federal or state securities laws or other laws or regulations. In addition, as a further condition to the exercise of this Option, the Company may require the Optionee to make any representation or warranty to the Company as may be required by or advisable under any applicable law or regulation.

          5. Investment Representations. Unless the Option Shares have been registered under the Securities Act, in connection with the acquisition of this Option, the Optionee represents and warrants to the Company as follows:

               (a) The Optionee is acquiring this Option, and upon exercise of this Option, the Optionee will be acquiring the Option Shares for investment for his own account, not as a nominee or agent, and not with a view to or for resale in connection with any distribution thereof.

               (b) The Optionee has a preexisting business or personal relationship with the Company or its affiliates or one of its directors, officers or controlling persons and by reason of his business or financial experience, has, and could be reasonably assumed to have, the capacity to protect his interests in connection with the acquisition of this Option and the Option Shares.

-2-

          6. Termination of Service.

               (a) Generally. Except as provided in Section 4(a)(iii) hereof, if the Optionee incurs a Termination of Service for any reason other than death, Disability or termination for Cause, this Option (to the extent exercisable at the time of such termination) may be exercised at any time within three (3) months after the date of such termination. To the extent that this Option is not exercisable at the time of such termination, or to the extent this Option is not exercised within the time specified herein, this Option will terminate.

               (b) Disability. If the Optionee incurs a Termination of Service due to Disability, this Option (to the extent exercisable at the time of such termination) may be exercised by the Optionee or his legal guardian or representative at any time within twelve (12) months after such termination. To the extent that this Option is not exercisable on the date of Termination of Service, or to the extent this Option is not exercised within the time specified herein, this Option will terminate.

               (c) Death. If the Optionee incurs a Termination of Service due to his death, this Option (to the extent exercisable at the time of such death) will remain exercisable for twelve (12) months after the date of death by the Optionee’s estate or by a person who acquired the right to exercise this Option by bequest or inheritance. To the extent that this Option is not exercisable on the date of death, or to the extent this Option is not exercised within the time specified herein, this Option will terminate.

               (d) Cause. If the Optionee incurs a Termination of Service for Cause, this Option will be immediately and automatically canceled and the Optionee will have no further rights therein.

Notwithstanding any other provision of this Section 6, this Option will not be exercisable after the expiration of the term set forth in Section 2 hereof.

          7. Non-Transferability of Option. This Option may not be sold, pledged, assigned, hypothecated, gifted, transferred or disposed of in any manner either voluntarily or involuntarily by operation of law, other than by will or by the laws of descent or distribution. During the Optionee’s lifetime, this Option is exercisable only by the Optionee. Subject to the foregoing and the terms of the Plan, the terms of this Option will be binding upon the executors, administrators and heirs of the Optionee.

          8. No Continuation of Employment. Neither the Plan nor this Option will confer upon the Optionee any right to continue in the service of the Company or its affiliates or limit, in any respect, the right of the Company or its affiliates to discharge the Optionee at any time, with or without Cause and with or without notice.

          9. Market Stand-Off. The Optionee agrees that, in connection with any public offering by the Company of its equity securities pursuant to a registration statement filed under the Securities Act, not to sell, make any short sale of, loan, hypothecate, pledge, grant any option for the purchase of or otherwise dispose of any Option Shares without the prior written consent of the Company or its underwriters, for such period of time from the effective date of such registration as may be requested by the Company or such underwriters.

-3-

          10. Withholding. The Company reserves the right to withhold, in accordance with any applicable laws, from any consideration payable or property transferable to the Optionee any taxes required to be withheld by federal, state or local law as a result of the grant or exercise of this Option or the sale or other disposition of the Option Shares. If the amount of any consideration payable to the Optionee is insufficient to pay such taxes or if no consideration is payable to the Optionee, upon the request of the Company, the Optionee (or such other person entitled to exercise this Option pursuant to Section 6 hereof) will pay to the Company an amount sufficient for the Company to satisfy any federal, state or local tax withholding requirements applicable to the grant or exercise of this Option or the sale or other disposition of the Option Shares.

          11. Entire Agreement. This Award Agreement, together with the Plan and the other exhibits attached thereto or hereto, represents the entire agreement between the parties hereto relating to the subject matter hereof, and merges and supersedes all prior and contemporaneous discussions, agreements and understandings of every nature relating to the award of Options to Optionee by the Company (other than any written Award Agreement executed in connection with another award of Options to Optionee). This Award Agreement may not be changed or modified, except by an agreement in writing signed by each of the parties hereto.

          12. Governing Law. This Award Agreement will be construed in accordance with the laws of the state of Delaware, without regard to the application of the principles of conflicts of laws.

          13. Amendment. Subject to the provisions of the Plan, this Award Agreement may only be amended by a writing signed by each of the parties hereto.

          14. The Plan. The Optionee has received a copy of the Plan (a copy of which is attached hereto), has read the Plan and is familiar with its terms, and hereby accepts the Option subject to all of the terms and provisions of the Plan, as amended from time to time. Pursuant to the Plan, the Board or its Committee is authorized to interpret the Plan and to adopt rules and regulations not inconsistent with the Plan as it deems appropriate. The Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board or its Committee upon any questions arising under the Plan.

[Signature page follows]

-4-

     IN WITNESS WHEREOF and intending to be legally bound hereby, this Award Agreement is hereby executed.

RESEARCH PHARMACEUTICAL SERVICES, INC.
By:
	Title:

     The Optionee acknowledges receipt of a copy of the Plan, a copy of which is attached hereto, and represents that he or she has read and is familiar with the terms and provisions thereof and hereby accepts this Option subject to all of the terms and provisions of the Award Agreement and the Plan. The Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board or the Committee upon any questions arising under the Plan.

OPTIONEE

__________________________________________
Signature, Date:

Address: ___________________________________  

THIS OPTION AND THE SECURITIES WHICH MAY BE PURCHASED UPON EXERCISE OF THIS OPTION HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE ACQUIRED WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, ASSIGNED, EXCHANGED, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR DISPOSED OF, BY GIFT OR OTHERWISE, OR IN ANY WAY ENCUMBERED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS, OR A SATISFACTORY OPINION OF COUNSEL SATISFACTORY TO RESEARCH PHARMACEUTICAL SERVICES, INC. THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT AND UNDER APPLICABLE STATE SECURITIES LAWS.

-5-

EX-10.11

Exhibit 10.11

RESEARCH PHARMACEUTICAL SERVICES, INC.
2007 EQUITY INCENTIVE PLAN

AWARD AGREEMENT

     Research Pharmaceutical Services, Inc., a Delaware corporation (the “Company”), hereby grants to                      (the “Optionee”), an employee of its wholly-owned subsidiary, Research Pharmaceutical Services, LLC, a Delaware limited liability company (the “Employer”), a replacement option (the “Replacement Option”) to purchase                     shares (the “Replacement Option Shares”) of the Company’s common stock. Except as otherwise specified herein or unless the context requires otherwise, the terms defined in the Research Pharmaceutical Services, Inc. 2007 Equity Incentive Plan (the “Plan”) will have the same meanings herein.

     WHEREAS, as of August 30, 2007 (the “Closing Date”), Research Pharmaceutical Services, Inc., a Pennsylvania corporation (“Legacy RPS”), underwent a change in control pursuant to the Agreement and Plan of Merger among Cross Shore Acquisition Corporation, Longxia Acquisition, Inc., Research Pharmaceutical Services, Inc., and the shareholders of Research Pharmaceutical Services, Inc.;

     WHEREAS, the Optionee was granted an option under the Research Pharmaceutical Services, Inc. 2002 Equity Incentive Plan (the “Prior Plan”) on                      (the “Prior Grant Date”) to purchase                     shares of common stock of Legacy RPS at an exercise price of $                     (the “Prior Option”); and

     WHEREAS, pursuant to Section 13 of the Prior Plan, effective as of the Closing Date, the Prior Option was cancelled and exchanged for the Replacement Option;

     NOW, THEREFORE, in consideration of these premises and the agreements set forth herein, the parties hereto agree as follows:

          1. Nature of the Replacement Option. This Replacement Option is intended to be an incentive stock option described in section 422 of the Code, to the maximum extent possible under the Code.

          2. Term of Replacement Option. This Replacement Option may not be exercised later than the date that is ten (10) years after the Prior Grant Date, subject to earlier termination or cancellation, as provided in the Plan or Section 6 hereof.

          3. Replacement Option Exercise Price. The cost to the Optionee to purchase, pursuant to this Award Agreement, one Share is $                    .

          4. Exercise of Replacement Option. This Replacement Option will be exercisable during its term only in accordance with the terms and provisions of the Plan and this Award Agreement, as follows:

               (a) Right to Exercise.

                    (i) The Replacement Option shall become exercisable with respect to thirty-three and one-third percent (33¹/₃ percent) of the Replacement Option Shares if the Optionee has remained continuously employed by Legacy RPS, the Employer, or their successors through the first anniversary of the Prior Grant Date; and

                    (ii) Thereafter, the Replacement Option shall become exercisable with respect to an additional eight and one-third percent (8¹/₃ percent) of the Replacement Option Shares at the end of each consecutive ninety (90) day period following the first anniversary of the Prior Grant Date if the Optionee has remained continuously employed by Legacy RPS, the Employer, or their successors through such date.

          Notwithstanding paragraphs (i) and (ii) above, this Replacement Option may not be exercised from the effective time of a Form 10 (General Form for Registration of Securities) (if any) that is filed with the Securities and Exchange Commission (the “SEC”) until the time the underlying Replacement Option Shares have been registered with the SEC by means of a Form S-8 (Registration Statement Under the Securities Act of 1933) duly filed with the SEC.

               (b) Method of Exercise. The Optionee may exercise this Replacement Option by providing written notice stating the election to exercise this Replacement Option. Such written notice must be signed by the Optionee and must be delivered in person or by certified mail to the Secretary of the Company or such other person as may be designated by the Company. The written notice must be accompanied by (i) payment of the option exercise price in the manner described in Section 4(c) hereof, and (ii) any other agreements required by the Board or its Committee and/or the terms of the Plan, which other agreements may restrict the sale or other transfer of the Replacement Option Shares and may include certain additional representations and agreements as to the Optionee’s investment intent with respect to the Replacement Option Shares. This Replacement Option will be deemed to be exercised only upon the receipt by the Company of such written notice, payment of the option exercise price, and any other agreements required by the Board or its Committee, the terms of the Plan and/or this Award Agreement. The Optionee will have no right to vote or receive dividends and will have no other rights as a stockholder with respect to such Replacement Option Shares notwithstanding the exercise of this Replacement Option, until the issuance (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company) of the stock certificate(s) evidencing those Shares that are being issued upon exercise of this Replacement Option. The certificate(s) for the Replacement Option Shares will be registered in the name of the Optionee and will contain any legend as may be required under the Plan, this Award Agreement, and/or applicable law.

               (c) Method of Payment. The method of payment of the option exercise price may consist entirely of cash or personal or certified check, or such other consideration or method of payment as may be authorized under the Plan, in addition to or in place of cash or check, as may be determined by the Board or its Committee at the time of exercise.

               (d) Partial Exercise. This Replacement Option may be exercised in whole or in part; provided, however, that any exercise may apply only with respect to a whole number of Replacement Option Shares.

-2-

               (e) Restrictions on Exercise. This Replacement Option may not be exercised if the issuance of Replacement Option Shares upon such exercise would constitute a violation of any applicable federal or state securities laws or other laws or regulations. In addition, as a further condition to the exercise of this Replacement Option, the Company may require the Optionee to make any representation or warranty to the Company as may be required by or advisable under any applicable law or regulation.

          5. Investment Representations. Unless the Replacement Option Shares have been registered under the Securities Act, in connection with the acquisition of this Replacement Option, the Optionee represents and warrants to the Company as follows:

               (a) The Optionee is acquiring this Replacement Option, and upon exercise of this Replacement Option, the Optionee will be acquiring the Replacement Option Shares for investment for his own account, not as a nominee or agent, and not with a view to or for resale in connection with any distribution thereof.

               (b) The Optionee has a preexisting business or personal relationship with the Company or its affiliates or one of its directors, officers or controlling persons and by reason of his business or financial experience, has, and could be reasonably assumed to have, the capacity to protect his interests in connection with the acquisition of this Replacement Option and the Replacement Option Shares.

          6. Termination of Relationship with the Employer or its Successors.

               (a) Generally. Except as provided in Section 4(a)(iii) hereof, if the Optionee terminates employment with the Employer or its successors for any reason other than death, Disability or termination for Cause, this Replacement Option (to the extent exercisable at the time of such termination) may be exercised at any time within three (3) months after the date of such termination. To the extent that this Replacement Option is not exercisable at the time of such termination, or to the extent this Replacement Option is not exercised within the time specified herein, this Replacement Option will terminate.

               (b) Disability. If the Optionee’s employment by the Employer or its successors terminates due to Disability, this Replacement Option (to the extent exercisable at the time of such termination) may be exercised by the Optionee or his legal guardian or representative at any time within twelve (12) months after such termination, provided, however, that if the disabled Optionee commences any employment or engagement (including, but not limited to, full- or part-time employment or independent consulting work) during the aforementioned twelve (12) month period, this Replacement Option will terminate immediately and automatically. To the extent that this Replacement Option is not exercisable on the date of termination, or to the extent this Replacement Option is not exercised within the time specified herein, this Replacement Option will terminate.

               (c) Death. If the Optionee’s employment by the Employer or its successors terminates due to his death, this Replacement Option (to the extent exercisable at the time of such death) will remain exercisable for twelve (12) months after the date of death by the Optionee’s estate or by a person who acquired the right to exercise this Replacement Option by bequest or inheritance. To the extent that this Replacement Option is not exercisable on the date

-3-

of death, or to the extent this Replacement Option is not exercised within the time specified herein, this Replacement Option will terminate.

               (d) Cause. If the Optionee’s employment is terminated for Cause, this Replacement Option will be immediately and automatically canceled and the Optionee will have no further rights therein.

Notwithstanding any other provision of this Section 6, this Replacement Option will not be exercisable after the expiration of the term set forth in Section 2 hereof.

          7. Non-Transferability of Replacement Option. This Replacement Option may not be sold, pledged, assigned, hypothecated, gifted, transferred or disposed of in any manner either voluntarily or involuntarily by operation of law, other than by will or by the laws of descent or distribution. During the Optionee’s lifetime, this Replacement Option is exercisable only by the Optionee. Subject to the foregoing and the terms of the Plan, the terms of this Replacement Option will be binding upon the executors, administrators and heirs of the Optionee.

          8. No Continuation of Employment. Neither the Plan nor this Replacement Option will confer upon any Optionee any right to continue in the service of the Employer or its successors or limit, in any respect, the right of the Company or the Employer or their successors to discharge the Optionee at any time, with or without Cause and with or without notice.

          9. Market Stand-Off. The Optionee agrees that, in connection with any public offering by the Company of its equity securities pursuant to a registration statement filed under the Securities Act, not to sell, make any short sale of, loan, hypothecate, pledge, grant any option for the purchase of or otherwise dispose of any Replacement Option Shares without the prior written consent of the Company or its underwriters, for such period of time from the effective date of such registration as may be requested by the Company or such underwriters.

          10. Non-Competition Covenants. The Optionee agrees to be bound and subject to the non-competition provisions of Section 7 of the Plan, a copy of which is set forth in Exhibit I attached hereto.

          11. Withholding. The Company reserves the right to withhold, in accordance with any applicable laws, from any consideration payable or property transferable to the Optionee any taxes required to be withheld by federal, state or local law as a result of the grant or exercise of this Replacement Option or the sale or other disposition of the Replacement Option Shares. If the amount of any consideration payable to the Optionee is insufficient to pay such taxes or if no consideration is payable to the Optionee, upon the request of the Company, the Optionee (or such other person entitled to exercise this Replacement Option pursuant to Section 6 hereof) will pay to the Company an amount sufficient for the Company to satisfy any federal, state or local tax withholding requirements applicable to the grant or exercise of this Replacement Option or the sale or other disposition of the Replacement Option Shares.

          12. Entire Agreement. This Award Agreement, together with the Plan and the other exhibits attached thereto or hereto, represents the entire agreement between the parties hereto relating to the subject matter hereof, and merges and supersedes all prior and contemporaneous discussions, agreements and understandings of every nature relating to the

-4-

award of Replacement Options to Optionee by the Company (other than any written Award Agreement executed in connection with another award of Replacement Options to Optionee). This Award Agreement may not be changed or modified, except by an agreement in writing signed by each of the parties hereto.

          13. Spousal Consent. As a condition to the effectiveness of the grant of the Replacement Option, the Optionee’s spouse (if any) is required to execute the attached “Consent of Spouse.”

          14. Governing Law. This Award Agreement will be construed in accordance with the laws of the state of Delaware, without regard to the application of the principles of conflicts of laws.

          15. Amendment. Subject to the provisions of the Plan, this Award Agreement may only be amended by a writing signed by each of the parties hereto.

          16. The Plan. The Optionee has received a copy of the Plan (a copy of which is attached hereto), has read the Plan and is familiar with its terms, and hereby accepts the Replacement Option subject to all of the terms and provisions of the Plan, as amended from time to time. Pursuant to the Plan, the Board or its Committee is authorized to interpret the Plan and to adopt rules and regulations not inconsistent with the Plan as it deems appropriate. The Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board or its Committee upon any questions arising under the Plan.

          17. Early Disposition of Stock. Optionee hereby agrees that if the Optionee disposes of any Replacement Option Shares within one (1) year after such Shares are transferred to Optionee, or within two (2) years after the Prior Grant Date, Optionee will notify the Company in writing within thirty (30) days after the date of such disposition.

          18. Replacement Options. This Replacement Option shall be exercisable under the Plan in accordance with the terms of the Replacement Option Award agreement, the terms of which shall govern in the event of any conflict with the provisions of the Plan. In addition, any provision of the Plan that would provide an additional benefit (within the meaning of section 424(a)(2) of the Code and the Treasury Regulations thereunder) shall not apply to the Replacement Option.

[Signature page follows]

-5-

     IN WITNESS WHEREOF and intending to be legally bound hereby, this Award Agreement is hereby executed.

RESEARCH PHARMACEUTICAL SERVICES, INC.

By:

Title:

Date:

The Optionee acknowledges receipt of a copy of the Plan, a copy of which is attached hereto, and represents that he or she has read and is familiar with the terms and provisions thereof and hereby accepts this Replacement Option subject to all of the terms and provisions of the Award Agreement and the Plan. The Optionee acknowledges and agrees to be bound and subject to the noncompetition provisions of Section 7 of the Plan, a copy of which is set forth in Exhibit I attached hereto. The Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board or the Committee upon any questions arising under the Plan.

OPTIONEE

Signature Date:

Date:

Address:

THIS REPLACEMENT OPTION AND THE SECURITIES WHICH MAY BE PURCHASED UPON EXERCISE OF THIS REPLACEMENT OPTION HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE ACQUIRED WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, ASSIGNED, EXCHANGED, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR DISPOSED OF, BY GIFT OR OTHERWISE, OR IN ANY WAY ENCUMBERED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS, OR A SATISFACTORY OPINION OF COUNSEL SATISFACTORY TO RESEARCH PHARMACEUTICAL SERVICES, INC. THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT AND UNDER APPLICABLE STATE SECURITIES LAWS.

-6-

CONSENT OF SPOUSE

I,                     , spouse of [INSERT NAME], have read the foregoing Replacement Option Award Agreement (the “Agreement”). I am aware by the terms of the Replacement Option Award Agreement, among other things, that my spouse agrees to sell certain of his shares of the capital stock of the Company, including my community property or other interest therein (if any), upon certain events and that transfer of such shares may be otherwise restricted. I hereby consent to such sale and to such restrictions, approve of the provisions of the Agreement, and agree that if I predecease my spouse, the successors of my community property or other interest (if any) in such shares will hold such shares subject to the provisions of the Agreement. In consideration of the grant of shares of Research Pharmaceutical Services, Inc. as set forth in the Agreement, I hereby appoint my spouse as my attorney-in-fact with respect to the exercise of any rights under the Agreement and agree to be bound by the provisions of the Agreement insofar as I may have any rights in said Agreement or any shares issued pursuant thereto under the community property laws or similar laws relating to marital property.

SIGNATURE OF SPOUSE

DATE

-7-

EXHIBIT I — NON-COMPETITION COVENANTS

7. Non-Competition. Notwithstanding any other provision of this Plan, to the extent the provisions of this Section 7 are set forth or referenced in the Award Agreement, a Participant shall be bound by the following:

          (a) During the Participant’s employment with the employer, the Participant will not compete in any way with the employer, directly or indirectly, and will not consult with or accept employment with or have any interest in any business, firm, person, partnership, corporation or other entity (“Business”), whether as an employee, officer, director, shareholder, holder of equity securities, agent, security holder, creditor, consultant or otherwise (“Interested Person”), which engages in the performance of or provides the same or similar service or products as provided by the employer to any individual or entity or which competes with the employer, directly or indirectly, in any aspect of the employer’s business;

          (b) For a period of one (1) year following the date that the Participant ceases to be employed by the employer for any reason, the Participant, without the express prior written consent of the employer, will not compete in any way with the employer, directly or indirectly, and will not consult with, accept employment with, or have any interest in any Business, whether alone or as an Interested Person, which engages in the performance of or provides the same or similar services as provided by the employer to any individual or entity or which competes with the employer, directly or indirectly, in any aspect of the business of the employer within One Hundred (100) miles of Philadelphia, Pennsylvania. the Participant specifically agrees to the above geographic restriction since the principal means by which the employer’s business is conducted is through email, telephonic and mail communications;

          (c) For a period of eighteen (18) months following the date that the Participant ceases to be employed by the employer for any reason, the Participant will not, without the express prior written consent of the employer, directly or indirectly, whether alone or as an Interested Person, solicit, induce, divert, take away, do business with or render services to any client or candidate of the employer or a prospective client or candidate of employer with whom the employer dealt, contacted or solicited within two (2) years preceding the Participant’s termination of employment with the employer;

          (d) For a period of two (2) years following the date that the Participant ceases to be employed by the employer for any reason, the Participant will not, without the express prior written consent of the employer, directly or indirectly, whether alone or as an Interested Person, solicit, induce, divert, take away, do business with or render services to any client or candidate of the employer or a prospective client or candidate of the employer with whom the Participant dealt, contacted or solicited on behalf of the employer within three (3) years preceding the Participant’s termination of employment with the employer;

          (e) For a period of two (2) years following the date that the Participant ceases to be employed by the employer for any reason, the Participant will not, directly or indirectly, whether alone or as an Interested Person, solicit, attempt to solicit or otherwise influence or attempt to influence, any of the employer’s clients, candidates or personnel (including but not limited to the employer’s employees, contractors, consultants or agents) not to do business with the employer and/or to apply for or accept any employment or consulting positions with the Participant, any Business or other entity or individual with whom the Participant is connected;

-8-

and

           (f) The Participant shall not, at any time during or after the Participant’s employment with the employer, make or publish any negative or disparaging statements or communications about the employer or any director, officer or employee of the employer.

If the Participant’s employment with the employer is terminated by the employer as a result of the Committee or Board making a determination that the Participant violated (a) — (f) above, then all unexercised Options shall terminate upon the date of such a finding, or, if earlier, the date of termination of employment for such a finding, and the Participant shall forfeit all Shares for which the Company has not yet delivered share certificates to the Participant and the Company shall refund to the Participant the Option purchase price paid to it, if any, in the same form as it was paid (or in cash at the Company’s discretion) for any Options as to which an exercise was in process but not completed. Notwithstanding anything herein to the contrary, the Company may withhold delivery of share certificates pending the resolution of any inquiry that could lead to a finding resulting in forfeiture.

-9-

EX-10.12

Exhibit 10.12

     EXECUTION COPY

AGREEMENT CONCERNING BOARD OF DIRECTORS

     This AGREEMENT CONCERNING BOARD OF DIRECTORS is dated as of August 20, 2007 (this “Agreement”), and made by and among Pangaea One Acquisition Holdings I, LLC (together with one or more of its Affiliates, “Pangaea”), Cross Shore Acquisition Corporation (the “Company”), and each of the individuals or entities whose names appear on the RPS Signature Page hereto (each, together with one or more of its Affiliates, an “RPS Stockholder”). Pangaea and the RPS Stockholders are referred to herein, collectively, as the “Stockholders.” Capitalized terms used but not otherwise defined herein shall have the meanings set forth in Section 5 hereof.

     WHEREAS, this Agreement is being entered into in connection with the proposed re-admission of the Company’s Common Stock to trading on the AIM market of London Stock Exchange plc (“AIM”) in connection with the Company’s proposed acquisition (the “Acquisition”) of ReSearch Pharmaceutical Services, Inc. and a series of related transactions (collectively, the “Transactions”);

     WHEREAS, after giving effect to the Transactions, each Stockholder shall own the shares of Common Stock identified opposite such Stockholder’s name on Schedule I hereto; and

     WHEREAS, the Company and the Stockholders desire to enter into this Agreement for the purposes, among others, of (i) assuring continuity in the management of the Company and (ii) granting certain rights to Pangaea.

     NOW THEREFORE, in consideration of the premises, the respective representations, warranties, covenants and agreements contained in this Agreement, and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the parties agree as follows:

     1. Director Rights.

     (a) From the Effective Date through the date on which this Agreement terminates in accordance with Section 21, subject to Section 1(d), each Stockholder shall vote all of his, her or its Stockholder Shares and shall take all other necessary or desirable actions within such Stockholder’s control so that:

     (i) at the election of Pangaea, up to two (2) individuals designated by Pangaea shall be nominated and elected to the Board (such directors, the “Pangaea Directors”); provided that at such time as Pangaea ceases to own at least 20% of the outstanding shares of Common Stock, Pangaea shall only be entitled to designate one (1) of the Pangaea Directors; and provided, further, that at such time as Pangaea ceases to own at least 10% of the outstanding shares of Common Stock, Pangaea shall no longer be entitled to designate any of the Pangaea Directors; and

Cross Shore Board Agreement

     (ii) if both Pangaea Directors are elected to the Board in accordance with Section 1(a)(i), at the request of the Nomad the Company shall elect to designate one (1) individual (who shall be considered to be independent for the purposes of Appendix B to the Corporate Governance Guidelines for AIM Companies published by the Quoted Companies Alliance or any other relevant securities exchange) who shall be nominated and elected to the Board (such director, the “Additional Director”).

     (b) If any of the Pangaea Directors for any reason ceases to serve as a member of the Board during such person’s term of office, the resulting vacancy on the Board shall, subject to Section 1(d), be filled at the direction of Pangaea as provided in Section 1(a)(i).

     (c) The Company shall pay the reasonable out of pocket expenses (including reasonable travel expenses) incurred by each director in connection with attending the meetings of the Board or any committee thereof.

     (d) No appointments to the Board made pursuant to Sections 1(a) or (b) above shall be made other than with the approval of the Nomad.

     (e) The parties acknowledge that any appointments made pursuant to Sections 1(a) or (b) above shall be in addition to the independent non-executive Director agreed by the Company to be appointed within 6 months of re-admission to trading on AIM (as described in the admission document of the Company dated 5 June 2007).

     (f) Pangaea shall have the right to propose candidates to serve as the Additional Director or for election to the Board as an independent director (within the meaning of Appendix B to the Corporate Governance Guidelines for AIM Companies published by the Quoted Companies Alliance or the rules of any other relevant securities exchange).

     2. Observer Rights. In addition to the rights contained in Section 1 above, from the Effective Date through the date on which this Agreement terminates in accordance with Section 21, so long as (a) Pangaea owns at least 10% of the outstanding shares of Common Stock and (b) there are no Pangaea Directors then elected to the Board, the Company will permit Pangaea to have one representative (the “Observer”) present (whether in person or by telephone) in the capacity of a non-voting observer at all meetings of the Board or any committee thereof (provided that the Observer and Pangea shall be required to enter into a customary confidentiality agreement, in form and substance reasonably acceptable to Pangea and the Company, which shall include an acknowledgement that Observer and Pangea may become aware of material non-public information concerning the Company and that applicable securities laws and the Company’s trading policies generally restrict the trading of Company securities by persons in possession of any such information). The Company shall send to the Observer all of the notices, information and other materials that are distributed to the Board and shall provide the Observer with a notice and agenda of each meeting of the Board or any committee thereof all at the same time and in the same manner as such notices, agenda, information and other materials are provided to the members of the Board or such committee. If the Company proposes to take any action by written consent in lieu of a meeting of the Board, the Company shall provide a

- 2 -

copy thereof to the Observer in the same manner and at the same time as notice is sent to the members of the Board. The Company shall reimburse the Observer for the reasonable out-of-pocket expenses (including reasonable travel expenses) incurred by the Observer in attending the meetings of the Board or any committee thereof.

     3. Company Undertaking. Subject to applicable law and the Company’s governing documents, the Company shall take all actions necessary or desirable to give effect to the agreement of the Stockholders contained in Section 1, including, without limitation, (i) ensuring that the individuals nominated by Pangaea to serve as a Pangaea Director or the Independent Director are duly and timely nominated and included in the slate of directors recommended by the Company for election by the Company’s stockholders; (ii) calling, setting a record date for, providing notice of, and holding one or more special meetings of the Company’s stockholders for purposes of elect such directors; and (iii) timely preparing (at the Company’s sole expense) such documentation as is required to hold any such meeting in accordance with applicable law and the AIM Rules or the rules of any other applicable securities exchange. Neither the Company nor the RPS Stockholders shall amend (or agree to an amendment of) the Company’s governing documents in a manner that would adversely effect the rights of Pangaea hereunder or permit the Company to circumvent its obligations under this Section 3 without the prior written consent of Pangaea. The Company shall not delegate substantially all of the governance authority and power of the Board to a committee of the Board (such as an executive committee) unless the Pangaea Directors have proportionate representation on such committee; provided that (A) the foregoing is not intended to require that one or both Pangaea Directors be appointed to any particular committees of the Board other than a committee (such as an executive committee) to which substantially all of the governance authority of the Board is delegated, and (B) for the avoidance of doubt, the foregoing does not apply to committees established by the Company’s management team (and not by the Board) even if one or more executive directors serve on such committees in their capacities as officers of the Company.

     4. Limited Proxy. In order to secure each Stockholder’s obligation to vote his, her or its Stockholder Shares in accordance with the provisions of Sections 1(a) and 1(b) hereof, each RPS Stockholder hereby appoints Pangaea (and Pangaea hereby appoints the Company) as his, her or its true and lawful proxy and attorney in fact, with full power of substitution, to vote all of his, her or its Stockholder Shares for the election and/or removal of directors and all such other matters as expressly provided for in Sections 1(a) and 1(b). Pangaea (or the Company, as applicable) may exercise the irrevocable proxy granted to it hereunder only if the applicable Stockholder fails to comply with the provisions of Sections 1(a) and 1(b). The proxies and powers granted by each Stockholder pursuant to this paragraph are coupled with an interest and are given to secure the performance of each Stockholder’s obligations under Sections 1(a) and 1(b) of this Agreement. The proxies granted in this Section 4 shall terminate and be of no further legal force or effect on the third anniversary of the Effective Date in accordance with Section 21.

     5. Definitions. As used herein, the following terms have the following meanings:

          “Affiliate” shall mean with respect to any Person, any other Person controlling, controlled by or under common control with the Person and, in the case of a Person which is a partnership, any partner of such Person.

- 3 -

          “AIM Rules” means the rules and guidance notes contained in Parts One and Two, respectively, of the booklet entitled “AIM Rules for Companies” published by the London Stock Exchange, together with those other rules and guidance notes of the London Stock Exchange which govern the admission of securities to trading on, and the regulation of, AIM (as amended from time to time).

          “Board” means the Board of Directors of the Company.

          “Business Day” means any day that is not a Saturday, a Sunday or any other day on which banks are required or authorized by law to be closed in the State of New York.

          “Common Stock” means the common stock, par value $0.0001 per share, of the Company or its successor.

          “Effective Date” means the later to occur of the date of the closing of the Transactions or the date of the closing of the Acquisition.

          “Nomad” means, as of any relevant date, the Company’s nominated adviser appointed pursuant to Rule 1 of the AIM Rules as of such date, which the parties acknowledge is Arbuthnot Securities Limited as of the date hereof.

          “Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.

          “Stockholder Shares” means any Common Stock owned by a Stockholder on the date of the closing of the Transactions or hereafter, together with any equity securities issued or issuable directly or indirectly with respect to such Common Stock by way of stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization.

     6. Assignment. No Stockholder may transfer, assign or otherwise dispose (each, a “Transfer”) of its Stockholder Shares to any of its Affiliates unless such Affiliate, as a condition precedent to such Transfer, agrees in writing to be bound by the terms of this Agreement and confirms the grant of the proxy contained in Section 4 hereof. Any Stockholder who so Transfers Stockholder Shares to its Affiliate shall deliver an executed copy of such writing to the Company and the other parties not later than five (5) Business Days prior to the effectiveness of such Transfer. Any Transfer or attempted Transfer of any Stockholder Shares in violation of this Section 6 shall be null and void ab initio, and the Company shall not record such Transfer on its books or treat any purported transferee of such Stockholder Shares as the owner of such shares for any purpose. For purposes of clarity, the parties acknowledge and agree that the restrictions contained in this Section 6 shall not apply to any Transfer, and this Agreement does not restrict Transfers, of Stockholder Shares to a Person that is not an Affiliate of the transferring Stockholder.

     7. Notices. All notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to

- 4 -

have been given (a) when delivered personally to the recipient, (b) when telecopied to the recipient (with hard copy sent to the recipient by reputable courier service (charges prepaid) that same day) if telecopied before 5:00 p.m., local time in the place of the recipient on a Business Day, and otherwise on the next Business Day, or (c) two (2) Business Days after being sent to the recipient by reputable courier service (charges prepaid). Such notices, demands and other communications shall be sent to the parties hereto at the addresses set forth at the beginning of this letter.

     8. Amendment and Waiver. Except as otherwise provided herein, no modification, amendment, or waiver of any provision of this Agreement shall be effective against any party hereto unless such modification, amendment, or waiver has been approved in writing by such party. No course of dealing or the failure of any party to enforce any of the provisions of this Agreement shall in any way operate as a waiver of such provisions and shall not affect the right of such party thereafter to enforce each and every provision of this Agreement in accordance with its terms.

     9. Successors and Assigns. No party may assign its obligations or rights hereunder to any other person or entity without the prior written consent of the other parties; provided, that (i) Pangaea may assign its rights hereunder to any of its Affiliates to whom Pangaea Transfers its Stockholder Shares without obtaining the prior written consent of the other parties and (ii) each RPS Stockholder may assign its obligations hereunder to any Affiliate to whom such RPS Stockholder Transfers its Stockholder Shares without obtaining the prior written consent of the other parties. Subject to the foregoing, this Agreement and all the obligations and rights hereunder shall inure to the successors and permitted assigns of each party.

     10. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which taken together shall constitute one and the same agreement.

     11. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of any other provision of this Agreement in such jurisdiction or affect the validity, legality or enforceability of any provision in any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

     12. Remedies. Each party shall be entitled to enforce its rights under this Agreement specifically, to recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights existing in its favor. The parties hereto agree and acknowledge that money damages would not be an adequate remedy for any breach of the provisions of this Agreement and that a party may in its sole discretion apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive relief (without posting a bond or other security) in order to enforce or prevent any violation of the provisions of this Agreement.

- 5 -

     13. Entire Agreement. Except as otherwise expressly set forth herein, this Agreement embodies the complete agreement and understanding among the parties hereto with respect to the subject matter hereof and supersedes and preempts any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way.

     14. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of Delaware without reference conflicts of laws principles.

     15. Waiver of Jury Trial. EACH PARTY TO THIS AGREEMENT HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION (I) ARISING UNDER THIS AGREEMENT OR (II) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY, OR OTHERWISE. EACH PARTY TO THIS AGREEMENT HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT THE PARTIES TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

     16. Submission to Jurisdiction. ANY AND ALL SUITS, LEGAL ACTIONS OR PROCEEDINGS ARISING OUT OF THIS AGREEMENT SHALL BE BROUGHT IN THE COURTS OF THE STATE OF DELAWARE OR THE UNITED STATES DISTRICT COURT LOCATED WILMINGTON, DELAWARE AND EACH PARTY HERETO HEREBY SUBMITS TO AND ACCEPTS THE EXCLUSIVE JURISDICTION OF SUCH COURTS FOR THE PURPOSE OF SUCH SUITS, LEGAL ACTIONS OR PROCEEDINGS. IN ANY SUCH SUIT, LEGAL ACTION OR PROCEEDING, EACH PARTY HERETO WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS AND AGREES THAT SERVICE THEREOF MAY BE MADE BY CERTIFIED OR REGISTERED MAIL DIRECTED TO IT AT ITS ADDRESS SET FORTH IN THE BOOKS AND RECORDS OF THE COMPANY. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OR ANY SUCH SUIT, LEGAL ACTION OR PROCEEDING IN ANY SUCH COURT AND HEREBY FURTHER WAIVES ANY CLAIM THAT ANY SUIT, LEGAL ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

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

     18. No Strict Construction. The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any party.

- 6 -

     19. Time is of the Essence. Time is of the essence for each and every provision of this Agreement. Whenever the last day for the exercise of any privilege or the discharge or any duty hereunder shall fall upon a day that is not a Business Day, the party having such privilege or duty may exercise such privilege or discharge such duty on the next succeeding day which is a Business Day.

     20. Effectiveness. This Agreement shall become effective on the Effective Date.

     21. Termination. This Agreement, and the parties’ respective rights and obligations hereunder, shall terminate and cease to be of further legal force or effect on the third (3rd) anniversary of the Effective Date.

- 7 -

     IN WITNESS WHEREOF, the undersigned have entered into this Agreement as of the date first written above.

PANGAEA ONE ACQUISITION HOLDINGS I, LLC

By: /s/ Peter M. Yu

Name: Peter M. Yu
Title: Managing Member

CROSS SHORE ACQUISITION CORPORATION

By: /s/ Dennis M. Smith

Name: Dennis M. Smith
Title: Chief Executive Officer

Cross Shore Board Agreement

RPS Stockholder Signature Page

     IN WITNESS WHEREOF, the undersigned have entered into this Agreement as of the date first written above.

/s/ Daniel M. Perlman

Daniel M. Perlman

ARGENTUM CAPITAL PARTNERS, L.P.
By: BR Associates, Inc., its General Partner

By: /s/ Daniel Raynor

Name: Daniel Raynor
Title: Chairman

ARGENTUM CAPITAL PARTNERS II, L.P.
By: Argentum Partners II, LLC, its General Partner
By: Argentum Investments, LLC, its Managing Member

By: /s/ Daniel Raynor

Name: Daniel Raynor
Title: Chairman

THE PRODUCTIVITY FUND IV, L.P.
By: First Analysis Management Company IV, L.L.C., its General Partner
By: First Analysis Venture Operations and Research, L.L.C., its Managing Member
By: First Analysis Corporation, its Manager

By: /s/ James Macdonald

Name: James Macdonald
Title: Managing Director

THE PRODUCTIVITY FUND IV ADVISORS FUND
By: First Analysis Management Company IV, L.L.C., its General Partner
By: First Analysis Venture Operations and Research, L.L.C., its Managing Member
By: First Analysis Corporation, its Manager

By: /s/ James Macdonald

Name: James Macdonald
Title: Managing Director

SCHEDULE I

Stockholder	Shares of Common Stock
Pangaea (a)	At least 7,500,000
Daniel M. Perlman	2,551,613
Argentum Capital Partners, L.P.	905,632.56
Argentum Capital Partners II, L.P.	4,813,809.44
The Productivity Fund IV, L.P.	3,326,213.43
The Productivity Fund IV Advisors Fund, L.P.	127,914.42

(a) Actual number of shares to be purchased by Pangaea is not known as of date of this Agreement. If Transactions are consummated as currently expected, at the Effective Date Pangaea will own at least the number of shares indicated. However, there can be no assurance that Pangaea will acquire any shares.

EX-10.13

Exhibit 10.13

SHARE REPURCHASE AGREEMENT

Subject to the terms and conditions contained in this agreement (this “Agreement”), RESEARCH PHARMACEUTICAL SERVICES, INC. F/K/A CROSS SHORE ACQUISITION CORPORATION, a Delaware corporation, the “Company”), hereby purchases from PANGAEA ONE ACQUISITION HOLDINGS I, LLC ( “Stockholder”), and Stockholder hereby sells to the Company, 750,000 shares (the “Shares”) of the Company’s common stock for the cash purchase price of US$4.85 per Share for an aggregate purchase price of US$3,637,500 (the “Purchase Price”).

Stockholder hereby represents and warrants to the Company that (i) Stockholder has the full power and authority to enter into, execute, deliver and perform its obligations under this Agreement and upon execution hereof, this Agreement shall be the binding obligation of Stockholder, (ii) Stockholder is the record and beneficial owner of the Shares, (iii) Stockholder has good, valid and marketable title to the Shares and the Shares will be transferred to the Company hereunder free and clear of all liens, (iv) neither Stockholder nor its affiliates have entered into any contract, commitment, agreement or arrangement (other than this Agreement) with any person or entity entitling such other person or entity to purchase any or all of the Shares; and (v) neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (a) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any governmental authority, court or securities exchange, as the case may be, to which the Stockholder is subject, (b) violate any provision of the charter, operating agreement or other governing documents of the Stockholder, or (c) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice or consent under any contract to which the Stockholder or any of its parent, subsidiaries or affiliates is subject (or result in the imposition of any lien upon any of its or any of its parent or subsidiaries’ assets).

The Company hereby represents and warrants to Stockholder that (i) the Company has the full power and authority to enter into, execute, deliver and perform its obligations under this Agreement and upon execution hereof, this Agreement shall be the binding obligation of the Company and (ii) neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (a) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any governmental authority, court or securities exchange, as the case may be, to which the Company is subject, (b) violate any provision of the charter, bylaws or other governing documents of the Company, or (c) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice or consent under any contract to which the Company or any of its subsidiaries or affiliates is subject (or result in the imposition of any lien upon any of its or any of its subsidiaries’ assets). Immediately before and after the consummation of the transactions contemplated by this Agreement, (A) the Company will be solvent as such term is contemplated under applicable law and (B) the Company will have sufficient surplus to pay the Purchase Price in accordance with the laws of the State of Delaware. Except for disclosure under the rules of the AIM, the Company is not required to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any governmental authority in order for the parties to consummate the transactions contemplated by this Agreement.

The Parties each agree that this Agreement, the terms and conditions of this Agreement and the discussions surrounding the execution and delivery of this Agreement shall be deemed confidential information and shall not be disclosed or otherwise disseminated by the Parties, except as otherwise required by applicable law or rules of an applicable exchange, market or regulatory authority.

Upon execution of this Agreement by the Parties and simultaneously with the delivery by Stockholder to Capita Registrars, the Company’s registrar (the “Registrar”), of the Closing Documents (as hereinafter

defined) (with a copy to be furnished simultaneously to the Company), the Company shall pay the Purchase Price to Stockholder by wire transfer of immediately available funds to the following account :

Bank Name: JP Morgan Chase
Bank Address: 1166 Avenue of the Americas, New York, NY 10036
ABA #: [          ]
Account Name: [          ]
Account Number: [          ]

Contemporaneously with the execution and delivery of this Agreement, Stockholder shall (i) execute and deliver to the Registrar a stock power for the Shares in the form attached hereto as Exhibit A, (ii) deliver to the Registrar the stock certificate representing the Shares, and (iii) enter into, execute and deliver a stock transfer form to transfer the record ownership of the Shares from Stockholder to the Company, in the form attached hereto as Exhibit B (collectively, the “Closing Documents”).

From and after the payment by the Company to Stockholder of the Purchase Price, Stockholder shall have no further ownership interest in or any other rights in or to the Shares.

This Agreement shall be governed by the laws of the State of Delaware. This Agreement sets forth the entire agreement among the parties and their affiliates with respect to the subject matter hereof and shall supersede all prior and contemporaneous communications, agreements and understandings, written or oral, with respect thereto. No amendment of any provision of this Agreement shall be valid unless the same shall be in writing and signed by the parties hereto. This Agreement may be executed in counterparts and may be executed by facsimile or electronic copies and such copies shall be treated as originally executed. The parties each agree to execute such further documents and perform and do such further acts and things following the closing of the transactions contemplated by this Agreement as the other party may reasonably request in writing in order to carry the provisions of this Agreement into full force and effect. The costs and expenses incurred in carrying out any such request shall be paid by the party making the request.

     IN WITNESS WHEREOF, the Parties hereto have executed this Share Repurchase Agreement as of the dates set forth below.

RESEARCH PHARMACEUTICAL SERVICES, INC.
By:	/s/ Daniel M. Perlman
	Name:	Daniel M. Perlman
	Title:	CEO
	Date:	October 4, 2007
PANGAEA ONE ACQUISITION HOLDINGS I, LLC
By:	/s/ Peter Yu
	Name:
	Title:
	Date:	October 4, 2007

-2-

Exhibit A

FOR VALUE RECEIVED, Pangaea One Acquisition Holdings I, LLC

hereby sells, assigns and transfers unto

PLEASE INSERT SOCIAL
SECURITY OR OTHER
TAXPAYER IDENTIFYING
NUMBER OF ASSIGNEE

 20-4322769                       ReSearch Pharmaceutical Services, Inc.

750,000 shares of common stock of ReSearch Pharmaceutical Services, Inc., standing in its name on the books of said corporation represented by Certificate No. A00317 and does hereby irrevocably constitute and appoint Capita IRG Plc to transfer the said stock on the books of the said corporation with full power of substitution in the premises. Certificate A00317 represents 2,200,000 shares and so the transferor hereby requests that the balance shares be returned to the transferor by means of a new certificate representing 1,450,000 shares.

Dated as of October 4, 2007

Pangaea One Acquisition Holdings I, LLC
By:	/s/ Paul Hong
	Name:	Paul Hong
	Title:	Assistant Secretary

IN THE PRESENCE OF

NOTE: The signature(s) of the assignor(s) must correspond exactly with the name(s) appearing on the certificate. Transfer Agents may require that the signature(s) of the assignor(s) must be guaranteed by a commercial bank, trust company or member firm of the Stock Exchange.

-3-

Exhibit B

-4-

EX-10.14

Exhibit 10.14

CONSULTING AGREEMENT

          This Consulting Agreement (this “Agreement”) is made and entered into as of November 16, 2007 by and between RESEARCH PHARMACEUTICAL SERVICES, INC. F/K/A CROSS SHORE ACQUISITION CORPORATION, a Delaware corporation, (the “Company”) and CARTESIAN CAPITAL MANAGEMENT, LLC (“Consultant”).

          In consideration of the premises and the mutual covenants contained herein, the parties agree as follows:

          1. Term. This Agreement shall be in effect for a term commencing on the date hereof and ending on December 31, 2007 (the “Term”).

          2. Services. Consultant shall perform or cause to be performed the following services for the Company and its subsidiaries: (i) identification and analysis of potential acquisitions by the Company or its subsidiaries outside of the United States, with emphasis on opportunities in Asia and greater Europe, (ii) as reasonably directed by the Company, assist in the negotiation of definitive acquisition agreements with potential targets, and (iii) as reasonably directed by the Company, support, negotiation and analysis of financing alternatives, including, without limitation, in connection with acquisitions, capital expenditures, public offerings, and refinancing of existing indebtedness. In connection with the performance of the services, Cartesian represents and warrants to the Company and the Company acknowledges that Cartesian (a) has the knowledge and expertise in the markets in which the Company operates and in the markets in which the Company is seeking acquisition targets in order to perform the services set forth in this Agreement, (b) has, as of the date of this Agreement, already identified potential acquisition targets for consideration by the Company, and (c) shall during the Term continue to seek and identify acquisition targets for the Company as provided for in this Agreement.

          3. Advisory Fee. Commencing from the date of this Agreement and continuing through the expiration of the Term, the Company shall pay to Consultant or its designees an advisory services fee (the “Advisory Services Fee”) in an amount equal to $600,000. Such Advisory Services Fee shall be payable by the Company to Consultant on January 3, 2008.

          4. Personnel. Consultant shall provide and devote to the performance of this Agreement such employees and agents of Consultant as Consultant shall deem reasonably appropriate and necessary to the furnishing of the services required. The fees specified in this Agreement shall be payable by the Company to Consultant for the services provided by Consultant pursuant to this Agreement.

          5. Liability. Neither Consultant nor any of its affiliates or partners, or their employees or agents shall be liable to the Company or its subsidiaries or affiliates (collectively, the “Company Group”) for any loss, liability, damage or expense arising out of or in connection with the performance of services contemplated by this Agreement, unless such loss, liability,

damage or expense shall be proven to result directly or indirectly from negligence or willful misconduct on the part of Consultant, its affiliates, partners, employees or agents. Consultant makes no representations or warranties, express or implied, in respect of the services to be provided by Consultant or any of its affiliates, partners, employees or agents. In no event will any of the parties hereto be liable to any other party hereto for any indirect, special, incidental or consequential damages, including lost profits or savings, whether or not such damages are foreseeable, or in respect of any liabilities relating to any third party claims (whether based in contract, tort or otherwise).

          6. Indemnity. The Company and its subsidiaries shall defend, indemnify and hold harmless each of Consultant, its affiliates, and its partners, and their employees and agents from and against any and all loss, liability, damage or expenses arising from any claim by any person with respect to, or in any way related to, the performance of services contemplated by this Agreement (including attorneys’ fees) (collectively, “Claims”) resulting from any act or omission of Consultant, its affiliates, partners, employees or agents, other than for Claims which shall be proven to be the direct or indirect result of negligence or willful misconduct by Consultant, its affiliates, partners, employees or agents. The Company and its subsidiaries shall defend at its own cost and expense any and all suits or actions (just or unjust) which may be brought against the Company Group and Consultant, its officers, directors, affiliates, partners, employees or agents or in which Consultant, its affiliates, partners, employees or agents may be impleaded with others upon any Claims, or upon any matter, directly or indirectly, related to or arising out of this Agreement or the performance hereof by Consultant, its affiliates, partners, employees or agents, except that if such damage shall be proven to be the direct or indirect result of negligence or willful misconduct by Consultant, its affiliates, partners, employees or agents, then Consultant shall reimburse the Company Group for the costs of defense and other costs incurred by the Company Group.

          7. Relationship of the Parties. This Agreement is intended to create an independent contractor relationship between the parties. Nothing stated herein shall be construed as establishing between the parties the relationship of partners, agency, employer-employee or co/joint venturers. Each party shall be solely responsible for and shall comply with all state, federal, and local laws pertaining to employment, taxes, income withholding, unemployment compensation or contributions and other employment related statutes applicable to that party. Neither party has the authority to bind the other party and shall not indicate or otherwise hold itself out as having such authority.

          8. Assignment. Neither party may assign any obligations hereunder to any other party without the prior written consent of the other party (which consent shall not be unreasonably withheld); provided, that Consultant may, without consent of the Company, assign its rights and obligations under this Agreement to any of its affiliates. The assignor shall remain liable for the performance of any assignee.

          9. Successors. This Agreement and all the obligations and benefits hereunder shall inure to the successors and assigns of the parties.

2

          10. Counterparts. This Agreement may be executed and delivered by each party hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original and all of which taken together shall constitute but one and the same agreement.

          11. Entire Agreement; Modification; Governing Law. The terms and conditions hereof constitute the entire agreement between the parties hereto with respect to the subject matter of this Agreement and supersede all previous communications, either oral or written, representations or warranties of any kind whatsoever, except as expressly set forth herein. No modifications of this Agreement nor waiver of the terms or conditions thereof shall be binding upon either party unless approved in writing by an authorized representative of such party. All issues concerning this Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the law of any jurisdiction other than the State of New York.

[remainder of page intentionally left blank — signature page to follow]

* * * * *

3

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

RESEARCH PHARMACEUTICAL SERVICES, INC.
By:	/s/ Daniel M. Perlman
Name:	Daniel M. Perlman
Title:	Chief Executive Officer
CARTESIAN CAPITAL MANAGEMENT, LLC
By:	/s/ Peter Yu
Name:	Peter Yu
Title:	Managing Member

Signature Page to
Consulting Agreement

EX-10.15

Exhibit 10.15

EMPLOYMENT AGREEMENT RELATING TO BUSINESS INFORMATION,
TRADE SECRETS AND NON-COMPETITION

     THIS AGREEMENT is made and entered into as of the 28 day of May, 2006, by and between Research Pharmaceutical Search, Inc. d/b/a Research Pharmaceutical Services, Inc., including business entities owned, controlled, operated, or otherwise affiliated with, related to, or a subsidiary of the corporation (hereinafter collectively referred to as “RPS”) and Harris Koffer (hereinafter referred to as “Employee”).

RECITALS

     RPS is in the pharmaceutical and clinical research industry and its business involves 1) business process outsourcing for research and development segment of pharmaceutical and biotechnology companies; 2) outsourcing for Phase II and III clinical trials 3) recruitment and recruitment management for Clinical Trials; 4) personnel searches for Clinical Trials; 5) providing services and personnel in support of projects conducted by pharmaceutical companies; 6) personnel staffing assessment and training, and desires to employ Employee in connection with such business activity; 7) Contract Research Organization (CRO) for Phase 2-4 Clinical Trials. RPS has expended substantial amounts of time, money and expertise in developing, perfecting and maintaining its confidential and proprietary information and trade secrets, and desires to impart such information to Employee, but only on the condition that such information will be used solely for RPS’s benefit and not in competition with or to the detriment of RPS.

     In connection with Employee’s duties, Employee will receive training and will have access to and/or be provided with and, in some circumstances, will prepare and create confidential and proprietary business information and trade secrets belonging to RPS.

     As a condition to Employee’s employment with RPS, RPS has required assurance by Employee that RPS’s confidential and proprietary business information and trade secrets will be fully protected as hereinafter provided and that both during and after employment Employee will not compete against RPS except as hereinafter permitted; and Employee is desirous of accepting the offer of employment with RPS and the substantial benefits to Employee flowing therefrom, and as a condition thereof Employee is willing and has agreed to abide by and faithfully observe the obligations of Employee set forth herein.

     THEREFORE, in consideration of the mutual promises and covenants provided RPS and Employee, intending to be legally bound, hereby promise and agree as follows:

1. Acknowledgments of Employee.

     Employee acknowledges that, in connection with Employee’s employment and in consideration of this Agreement, Employee will receive substantial consideration, including but not limited to training, salary, cash bonuses and employee benefits, severance related to, and contingent upon Employee’s compliance with, the restrictive covenants herein, and the opportunity for future advancement in RPS. Employee further acknowledges that all benefits and potential benefits to Employee from employment are conferred by RPS upon Employee on condition of Employee’s willingness to commit Employee’s best efforts and loyalty to RPS, including abiding by the confidentiality, noncompetition and other provisions hereof. Employee also acknowledges that any breach by Employee of this Agreement will constitute a violation of the terms and conditions of the employment relationship between Employee and RPS and may result in the immediate

Koffer, Harris 1

termination by RPS of the employment relationship which is “at-will”, including salary and benefits. Employee further acknowledges that, in the event of any violation of this Agreement by Employee, monetary damages alone will be inadequate to compensate RPS and RPS shall be entitled to injunctive relief against Employee in addition to any other remedies provided by law or in equity.

2. Confidential Business Information and Trade Secrets

     a. Employee recognizes and acknowledges that during the term of employment with RPS, Employee will have access to, learn, be provided with and, in some cases, will prepare and create certain confidential and proprietary business information and trade secrets of RPS, including but not limited to business methods, trade secrets, confidential information, ideas, inventions or research and development information; client and candidate information; client and candidate lists; and prospective client and candidate lists and information; the terms of contracts and proposals; product technology and product development strategies; notes, know-how, processes or techniques; pricing policies, methods of delivering services and products, marketing and sales methods and strategies; identities or lists of RPS employees, contractors, agents, representatives and investors; employment, payroll and salary structure/compensation information; forecasts, budgets, projections and other non-public financial information; information about the internal organization and business structure of RPS and the work assignments or capabilities of RPS employees and officers; expansion plans, management policies and other business strategies and policies, software configurations, computer codes and instructions, computer inputs and outputs (regardless of the media on which stored or located), and computer processing systems, techniques, designs, architecture, and interfaces; and any other information which, if divulged to a third party, could have an adverse impact on RPS, or on any third party to which RPS owes a confidentiality obligation, all of which are of substantial value to RPS (the “Confidential Information”).

     b. Employee understands and agrees that if, during employment or at any time thereafter, Employee discloses to third parties, uses for Employee’s own benefit or for the benefit of third parties, or copies or makes notes of any of the Confidential Information except as may by required by Employee’s duties with RPS or by law or legal process, such conduct shall constitute a breach of the confidence and trust bestowed upon Employee by RPS, and Employee expressly agrees that injunctive relief, in addition to any other remedies provided by law or in equity, shall be necessary and appropriate.

     c. Employee agrees that she will not, at any time, whether during or after her employment with RPS, directly or indirectly, use, publish, disclose, reveal or otherwise make available in any manner whatsoever to any person or entity, whether in oral, written, graphic, electronic or other form, any Confidential Information, except that which is public knowledge, of or relating to the business of RPS without the express prior written consent of RPS, unless required by law or legal process.

     d. In the event Employee is served with a subpoena or other legal process that may require Employee to disclose Confidential Information, Employee agrees to immediately provide the Company with notice of such event in order to permit the Company an opportunity to seek appropriate relief to prevent the disclosure of its Confidential Information.

     e. Employee agrees to return to RPS, either before or immediately upon the termination of Employee’s employment with RPS (regardless of the manner of such termination), or at any other time upon the request of RPS, any and all written information, materials or

Koffer, Harris 2

equipment which constitutes, contains or relates in any way to the Confidential Information and any other documents, equipment and materials of any kind relating in any way to the business of RPS which are or may be in the possession, custody and control of Employee and which are or may be the property of RPS, whether confidential or not, including any and all copies thereof.

3.	Non-competition.
	Employee agrees that:

          a. During Employee’s employment with RPS, Employee will not compete in any way with RPS, directly or indirectly, and will not consult with or accept employment with or have any interest in any business, firm, person, partnership, corporation or other entity (“Business”), whether as an employee, officer, director, shareholder (with the exception of less than 5% of the shares of public companies whereby Employee’s ownership existed prior to the date of this Agreement), agent, security holder, creditor, consultant or otherwise (“Interested Person”), which engages in the performance of or provides the same or similar service or products as provided by RPS to any individual or entity or which competes with RPS, directly or indirectly, in any aspect of RPS’s business.

          b. During the Employee’s employment with RPS, and (i) to the extent Employee is terminated by the Company under circumstances that would permit the Employee to receive severance, or Employee terminates for Good Reason then for the period during which severance is payable to Employee (which period shall be either six or twelve months pursuant to the terms of the Employee’s Employment Agreement); and (ii) for the twelve month period following Employee’s resignation from employment, for other than Good Reason or termination for Cause (as defined in Employee’s Employment Agreement), Employee, without the express prior written consent of RPS, will not compete in any way with RPS, directly or indirectly, and will not consult with, accept employment with, or have any interest in any Business, whether alone or as an Interested Person, which engages in the performance of or provides the same or similar services as provided by RPS to any individual or entity or which competes with RPS, directly or indirectly, in any aspect of the business of RPS within the United States. Employee specifically agrees to the above geographic restriction since the principal means by which RPS business is conducted is through email, telephonic and mail communications. The time periods identified in Sections 3(b)(i) and (ii) herein shall be referred to as the “Restricted Period”).

          c. During the Employee’s employment with RPS and for a period of twelve (12) months) following the date that Employee ceases to be employed by RPS for any reason, Employee will not, without the express prior written consent of RPS, directly or indirectly, whether alone or as an Interested Person, solicit, induce, divert, take away, or render competing services to any current client or recruitment candidate of RPS or a prospective client or recruitment candidate of RPS with whom RPS dealt, contacted or solicited within two (2) years preceding Employee’s termination of employment with RPS.

          d. During the Employee’s employment with RPS and for a period of twelve (12) months Employee ceases to be employed by RPS for any reason, Employee will not, without the express prior written consent of RPS, directly or indirectly, whether alone or as an Interested Person, solicit, induce, divert, take away, or render competing services to any current client or recruitment candidate of RPS or a prospective client or recruitment candidate of RPS with whom Employee dealt, contacted or solicited on behalf of RPS within two (2) years preceding Employee’s termination of employment with RPS.

Koffer, Harris 3

          e. During the Employee’s employment with RPS and for a period of two (2) years following the date that Employee ceases to be employed by RPS for any reason, Employee will not, directly or indirectly, whether alone or as an Interested Person, solicit, attempt to solicit or otherwise influence or attempt to influence, any of RPS’s recruitment candidates or personnel (including but not limited to RPS’s employees, contractors, consultants or agents) to apply for or accept any employment or consulting positions with Employee, any Business or other entity or individual with whom Employee is connected.

          f. Employee shall not, at any time during or after Employee’s employment with RPS, make or publish any negative or disparaging statements or communications about RPS or any director, officer or employee of RPS.

4. Representations of Employee.

     Employee hereby represents that Employee has read and fully understands Employee’s duties and obligations as set forth herein and that such duties and obligations would not unduly · restrict or curtail Employee’s legitimate efforts to earn a livelihood following any termination of Employee’s employment with RPS.

5. Remedies.

     The parties hereto agree to the reasonableness of the restrictions, duties and obligations set forth above and acknowledge that each party has obtained all professional advice that such party deems necessary for full understanding of the consequences hereof and thereafter voluntarily executed and entered into this Agreement. In the event of a breach of this Agreement, Employee agrees that RPS shall be entitled, in addition to any other available remedies, to temporary and permanent injunctive relief without the necessity of posting a bond and to expedited discovery. Notwithstanding the foregoing, if any court shall determine such restrictions to be unreasonable, the parties agree to the reformation of such restrictions by the court to limits that it finds to be reasonable and that Employee will not assert that such restrictions should be eliminated in their entirety by such court. In addition, in the event that Employee breaches paragraph 2 and/or paragraph 3 of this Agreement pertaining to Confidential Business Information, Trade Secrets and Noncompetition, or violates or fails to fulfill and perform any terms or conditions of those paragraphs, Employee agrees that the damages arising as a consequence of each violation or breach may be difficult to ascertain and that therefore RPS shall be entitled to liquidated damages in the amount of Five Thousand ($5,000.00) Dollars or shall be entitled to its actual or real damages, as determined by a court of competent jurisdiction. Further, if RPS enforces any of the above provisions that have a fixed term, then such term will be extended for a period of time equal to the duration of the breach and the damages resulting therefrom.

6. Assignment of Intellectual Property Rights.

     a. If at any time or times during Employee’s employment, he shall (either alone or with others), make, conceive, create, discover, develop, invent or reduce to practice any invention, drawing, model, contrivance, structure, specification, modification, discovery, creation, idea, concept, design, development, improvement, process, software program, work of authorship, patent, patent application, documentation, research, information, formula, data, or any other items, work or contribution (“Developments”), whether patented or patentable (whether by renewal or otherwise), registered or registrable (whether by renewal or otherwise), or protected or capable of protection under patent, copyright, trademark or similar statutes or subject to

Koffer, Harris 4

analogous protection (“Legal Protection”) that (i) relates to the business of RPS (including, without limitation, any of the products or services being developed, manufactured or sold by RPS) or any client of, or supplier to, RPS, or which may be used in relation with any of the foregoing; (ii) results from tasks assigned to Employee by RPS; or (iii) results from the use of premises or personal property (whether tangible or intangible) owned, leased or contracted for by RPS, such Developments, and the entire unencumbered right, title and interest that Employee may have or acquire therein in any country throughout the world, and their resulting benefits (collectively, “Rights”) are and shall immediately become the sole and absolute property of RPS, as ''work made for hire” or otherwise.

     b. To the extent that any Rights in or to any Development do not vest automatically in RPS under this Agreement or at law Employee shall, at the request of RPS, promptly assign and transfer to RPS or its nominee all Rights in or to such Development.

     c. Employee hereby irrevocably assigns to RPS, without further compensation, all of Employee’s Rights with respect to the Developments. To ensure RPS’s ownership of the” Developments, Employee shall promptly:

i. Disclose each Development to RPS (or any persons or entities designated by it), and without disclosing the same to others, communicate to RPS, without cost or delay, and without disclosing the same to others, all available information relating to the Developments (with all necessary plans and models); and

ii. During Employee’s employment and at any time or times thereafter, at the request of RPS, sign, execute, make and do all such deeds, documents, acts and things as RPS and its duly authorized agents may reasonably require to (a) apply for, obtain, register, vest, renew and restore, in the name of RPS alone (unless RPS otherwise directs), any Rights with respect to the Developments under Legal Protection in any country throughout the world; and (b) provide reasonable assistance to RPS in defending any judicial, opposition or other proceedings, petitions or applications in respect of such Legal Protection relating to a Development, or the revocation thereof at RPS’s cost and expense.

     d. In the event RPS is unable, after reasonable effort, to secure Employee’s signature on any application for Legal Protection relating to a Development, whether because of Employee’s physical or mental incapacity, Employee hereby irrevocably appoints RPS and its duly authorized officers and agents as Employee’s agent and power of attorney, to act for and in Employee’s behalf and to execute and file any such applications or other documents and to do all other lawfully permitted acts to further the issuance and prosecution of Legal Protection thereon with the same legal force and effect as if executed by Employee.

7. General.

a. No failure on the part of any party to exercise and no delay in exercising any right, power or remedy shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or remedy preclude any other or further exercise thereof or of any other right, power or remedy.

Koffer, Harris 5

b.	This Agreement sets forth the entire understanding and agreement of the parties with respect to the subject matter hereof, and supersedes all prior agreements and representations, whether oral or written. Notwithstanding the foregoing sentence, this Agreement shall be read in conjunction with the Employee’s Employment Agreement and Incentive Stock Option Award Agreement.
c.	This Agreement shall not be modified, supplemented or terminated orally, but only by an agreement in writing signed by all of the parties hereto.
d.	Any headings preceding the text of the several paragraphs and subparagraphs hereof are inserted solely for convenience of reference and shall not constitute a part of this Agreement, nor shall they affect its meaning, construction or effect.
e.	If any terms or provisions of this Agreement shall be invalid or unenforceable, the remainder of the Agreement shall not be affected thereby.
f.	This Agreement shall be governed by and construed and enforced in accordance with the laws of the Commonwealth of Pennsylvania, and Employee hereby consents to exclusive personal jurisdiction and venue within the Commonwealth of Pennsylvania, or the United States District Court for the Eastern District of Pennsylvania.
g.	This Agreement shall be binding upon Employee and all of Employee’s heirs and legal representatives and shall be binding upon and inure to the benefit of RPS and its successors and assigns.
h.	Any notices required or permitted pursuant to this Agreement shall be sufficient if hand-delivered or if sent by RPS by certified mail, postage prepaid, to Employee’s then-current residential address as shown in the employment records of RPS, and if sent by Employee by certified mail, postage prepaid, to the headquarters of RPS. All notices given hereunder shall be deemed given on the day of hand-delivery or three (3) days after being sent by certified mail. Either party may change its address and must give the other party written notice of said change.

(Signature page is on the following page)

Koffer, Harris 6

     IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby, have duly executed this Agreement as of the day and year first written above.

Research Pharmaceutical Services, Inc.
By:	/s/ Daniel Perlman
Name:	Daniel Perlman
Title:	CEO
Date:	5/28/06
	/s/ Harris Koffer
Harris Koffer, Pharm.D
	5/28/06
Date

Koffer, Harris 7

EX-21.1

Exhibit 21.1

List of Subsidiaries

Name of Company	Jurisdiction of Incorporation
ReSearch Pharmaceutical Services, LLC	Delaware
Services de Recherché Pharmaceutique Inc.	Canada (Quebec)
RPS Do Brasil Servicos de Pesquisa LTDA	Brazil
RPS Global S.A.	Uruguay
RPS Latin America S.A.	Uruguay
RPS Chile Limitada	Chile
RPS Peru S.A.C.	Peru
RPS Research Mexico, S de RL de CV	Mexico
RPS Research Servicios, S de RL de CV	Mexico
RPS Research S.A.	Argentina
RPS Colombia LTDA	Colombia
RPS Bermuda, Ltd	Bermuda
RPS Netherlands, C.V.	Netherlands
RPS Netherlands, B.V.	Netherlands
RPS Germany GmbH	Germany
RPS Research Germany GmbH	Germany
RPS Iberica	Spain
RPS Research Spain SA	Spain
RPS France S.A.S.	France
RPS Research France	France
RPS Research UK Limited	United Kingdom
RPS Sweden AB	Sweden
RPS Research Norway AS	Norway
RPS Finland Oy	Finland
RPS Bulgaria EOOD	Bulgaria
RPS Croatian d.o.o.	Croatia
RPS Research Switzerland GmbH	Switzerland
RPS Czech Republic s.r.o	Czech Republic
RPS Belgium BVBA or SPRL	Belgium
RPS Romania S.R.L.	Romania

Name of Company	Jurisdiction of Incorporation
PHC RPS Ukraine	Ukraine
RPS Research LLC	Russia
RPS Research Austria GmbH	Austria
RPS Hungary Kft.	Hungary
RPS Research Italy S.r.l.	Italy
RPS Poland sp. z.o.o.	Poland
Research Pharmaceutical Services (Outsourcing Ireland) Limited	Ireland
Paramax International Inc.	British Virgin Islands
Paramax International (Beijing) Inc.	China
RPS Research Inc.	Korea
RPS Malaysia Sdn. Bhd.	Malaysia
RPS Research Philippines	Philippines
RPS Research Singapore PTE Ltd	Singapore
RPS Taiwan, Ltd.	Taiwan
RPS Research Thailand	Thailand
RPS Japan	Japan
RPS Hong Kong Limited	Hong Kong
RPS Australia Pty Ltd.	Australia
RPS Research South Africa (Proprietary) Limited	South Africa

EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Experts” and to the use of our report dated March 24, 2010, in the Registration Statement (Form S-1) and related Prospectus of Research Pharmaceutical Services, Inc. for the registration of shares of its common stock.

/s/ Ernst & Young LLP

Philadelphia, Pennsylvania
June 18, 2010

EX-23.3

Exhibit 23.3

Consent of Independent Registered Public Accounting Firm

We consent to the use in this Registration Statement on Form S-1 of ReSearch Pharmaceutical Services, Inc. of our reports dated March 9, 2009, relating to our audits of the financial statements of IMEREM Institute for Medical Research Management and Biometrics — Institute für medizinisches Forschungsmanagement und Biometric — Ein unabhaengiges Forschungsunternehmen GmbH, Infociencia Clinical Research S.L., and Therapharm Recherches Th.R appearing in the Prospectus, which is part of this Registration Statement.

We also consent to the reference to our firm under the caption “Experts” in such Prospectus.

/s/ McGladrey & Pullen LLP

Chicago, IL
June 18, 2010