Common use of Restricted Shares Clause in Contracts

Restricted Shares. Legend All of the TALLMAN Common Shares ▇▇▇▇▇▇ to SELLERS hereunder will be "restricted securities" as defined in Rule 144 under the 33 Act and each stock certificate issued to SELLERS hereunder, will bear the usual restrictive legend to such effect. Appropriate Stop Transfer instructions will be given to TALLMAN'' stock trans▇▇▇ ▇▇▇nt. 2. Conditions Precedent to Closing (a) The obligations of AGC and the SELLERS under this Agreement shall be and are subject to fulfillment, prior to or at the Closing, of each of the following conditions: (i) That TALLMAN's and MANAGEMEN▇'▇ ▇▇▇▇▇sentations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time, and MANAGEMENT will deliver an executed certification confirming the foregoing; (ii) That TALLMAN and MANAGEMENT ▇▇▇▇▇ ▇ave performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of the Closing; (iii) That TALLMAN's directors and ▇▇▇▇▇▇▇▇ders, by proper and sufficient vote taken either by consent or at a meeting duly and properly called and held, shall have properly approved all of the matters required to be approved by TALLMAN's directors and ▇▇▇▇▇▇▇▇ders, respectively; (iv) That TALLMAN shall have file▇ ▇▇▇ ▇otice of the reverse split required by Rule 10b-17 under that Act, and shall have sent notice to its stockholders of the transactions contemplated herein; and (v) That TALLMAN shall have file▇ ▇▇▇ ▇orm D contemplated by Section 12 herein and shall have provided AGC and the CONSULTANTS (as defined in Section 12 herein) with a legal opinion that the shares issued to CONSULTANTS, by virtue of the filing of Form D, are freely tradeable without having been registered under the 33 Act; and (vi) That TALLMAN's Board of Dire▇▇▇▇▇, ▇▇ proper and sufficient vote, shall have approved this Agreement and the transactions contemplated hereby; approved the contemplated reverse split of TALLMAN's outstanding ▇▇▇mon Stock without changing either the authorized shares or the par value; approved the change of TALLMAN's corporate nam▇ ▇▇ ▇ ▇▇me selected by AGC; approved the resignation of all of TALLMAN's current ▇▇▇▇▇▇▇rs and the election of up to three designees of AGC to serve as directors in place of TALLMAN's current ▇▇▇▇▇▇▇rs; and will have approved such other changes as are consistent with this Agreement and approved by AGC and TALLMAN; and (b) The ▇▇▇▇▇▇tions of TALLMAN and MANAGEMENT ▇▇▇▇▇ ▇his Agreement shall be and are subject to fulfillment, prior to or at the Closing of each of the following conditions: (i) That AGC's and SELLERS' representations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time and AGC and the AGC PRINCIPALS shall deliver an executed certification confirming the foregoing; (ii) That AGC and AGC PRINCIPALS shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of Closing; and (iii) That AGC's officers will have signed non- compete clauses in the form attached hereto as Exhibit "J". 8 Termination This Agreement may be terminated at any time before or at Closing, by; (a)The mutual agreement of the parties; (b)Any party if: (iv) Any provision of this Agreement applicable to a party shall be materially untrue or fail to be accomplished on or before November 30, 1998 (v) Any legal proceeding shall have been instituted or shall be imminently threatening to delay, restrain or prevent the consummation of this Agreement. Upon termination of this Agreement for any reason, in accordance with the terms and conditions set forth in this paragraph, each said party shall bear all costs and expenses as each party has incurred and no party shall be liable to the other.

Restricted Shares. Legend All shares of the TALLMAN EGPI Common Shares ▇▇▇▇▇▇ Stock and the EGPI Series C Preferred Stock (hereinafter defined) to SELLERS hereunder will be "restricted securities" as defined in Rule 144 under received by the 33 Act M3 Stockholders and each stock certificate the shares of the EGPI Common Stock to be issued to SELLERS hereunder, will bear the usual restrictive legend to such effect. Appropriate Stop Transfer instructions will be given to TALLMAN'' stock trans▇▇▇ ▇▇▇nt. 2. Conditions Precedent to Closing (a) The obligations of AGC and the SELLERS under this Agreement Strategic Partners as hereinafter described shall be and are subject to fulfillment, prior to or at restricted in their resale as provided in the Closing, of each of the following conditions: (i) That TALLMAN's and MANAGEMEN▇'▇ ▇▇▇▇▇sentations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time, and MANAGEMENT will deliver an executed certification confirming the foregoing; (ii) That TALLMAN and MANAGEMENT ▇▇▇▇▇ ▇ave performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of the Closing; (iii) That TALLMAN's directors and ▇▇▇▇▇▇▇▇ders, by proper and sufficient vote taken either by consent or at a meeting duly and properly called and held, shall have properly approved all of the matters required to be approved by TALLMAN's directors and ▇▇▇▇▇▇▇▇ders, respectively; (iv) That TALLMAN shall have file▇ ▇▇▇ ▇otice of the reverse split required by Rule 10b-17 under that Securities Act, and shall have sent notice to its stockholders contain a legend as required by Rule 144 promulgated under the Securities Act (“Rule 144”) which shall read as follows: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH SHARES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. The restricted nature of such shares shall not be taken into account or any quoted price of the transactions contemplated herein; and (v) That TALLMAN shall have file▇ ▇▇▇ ▇orm D contemplated by Section 12 herein and shall have provided AGC and shares on the CONSULTANTS (as defined in Section 12 herein) with a legal opinion that the shares issued to CONSULTANTS, by virtue Effective Date. Upon receipt of the filing of Form D, are freely tradeable without having been registered under the 33 Act; EGPI Common Stock/and (vi) That TALLMAN's Board of Dire▇▇▇▇▇, ▇▇ proper and sufficient vote, shall have approved this Agreement and the transactions contemplated hereby; approved the contemplated reverse split of TALLMAN's outstanding ▇▇▇mon Stock without changing either the authorized shares or the par value; approved the change of TALLMAN's corporate nam▇ ▇▇ ▇ ▇▇me selected by AGC; approved the resignation of all of TALLMAN's current ▇▇▇▇▇▇▇rs EGPI Preferred Stock, each M3 Stockholder and the election of up to three designees of AGC to serve as directors in place of TALLMAN's current ▇▇▇▇▇▇▇rs; and will have approved such other changes as are consistent with this Strategic Partners shall execute a Subscription Agreement and approved by AGC and TALLMAN; and (b) The ▇▇▇▇▇▇tions of TALLMAN and MANAGEMENT ▇▇▇▇▇ ▇his Agreement shall be and are subject to fulfillment, prior to or at the Closing of each of the following conditions: (i) That AGC's and SELLERS' representations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time and AGC and the AGC PRINCIPALS shall deliver an executed certification confirming the foregoing; (ii) That AGC and AGC PRINCIPALS shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of Closing; and (iii) That AGC's officers will have signed non- compete clauses in the form attached hereto as Exhibit "J". 8 Termination This Agreement may be terminated at Attachment A. In that regard, the M3 Stockholders and Strategic Partners shall acknowledge that EGPI does not have any time before or at Closingobligation to register for resale pursuant to the Securities Act, by; (a)The mutual agreement the shares of the parties; (b)Any party if: (iv) Any provision of this Agreement applicable to a party shall be materially untrue EGPI Common Stock/and or fail the EGPI Preferred Stock to be accomplished on or before November 30, 1998 (v) Any legal proceeding shall have been instituted or shall be imminently threatening to delay, restrain or prevent the consummation of this Agreement. Upon termination of this Agreement for any reason, in accordance with the terms and conditions set forth in this paragraph, each said party shall bear all costs and expenses as each party has incurred and no party shall be liable to the otherreceived by them hereunder.

Restricted Shares. Legend All Each of the TALLMAN Common Shares ▇▇▇▇▇▇ to SELLERS hereunder will be "restricted securities" as defined in Rule 144 under the 33 Act Click Selling Shareholders acknowledges and each stock certificate issued to SELLERS hereunder, will bear the usual restrictive legend to such effect. Appropriate Stop Transfer instructions will be given to TALLMAN'' stock trans▇▇▇ ▇▇▇nt. 2. Conditions Precedent to Closing agrees that: (a) The obligations of AGC the Roadships Exchange Shares are being issued pursuant to an exemption from the prospectus and the SELLERS under this Agreement shall be and are subject to fulfillment, prior to or at the Closing, of each registration requirements of the following conditions: (i) That TALLMAN's and MANAGEMEN▇'▇ ▇▇▇▇▇sentations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time, and MANAGEMENT will deliver an executed certification confirming the foregoing; (ii) That TALLMAN and MANAGEMENT ▇▇▇▇▇ ▇ave performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of the Closing; (iii) That TALLMAN's directors and ▇▇▇▇▇▇▇▇ders, by proper and sufficient vote taken either by consent or at a meeting duly and properly called and held, shall have properly approved all of the matters required to be approved by TALLMAN's directors and ▇▇▇▇▇▇▇▇ders, respectively; (iv) That TALLMAN shall have file▇ ▇▇▇ ▇otice of the reverse split required by Rule 10b-17 under that Securities Act, and shall have sent notice to its stockholders of the transactions contemplated herein; and (v) That TALLMAN shall have file▇ ▇▇▇ ▇orm D contemplated by Section 12 herein and shall have provided AGC and the CONSULTANTS (as defined in Section 12 herein) with a legal opinion that the shares issued to CONSULTANTS, by virtue of the filing of Form D, are freely tradeable without having been registered under the 33 Act; and (vi) That TALLMAN's Board of Dire▇▇▇▇▇, ▇▇ proper and sufficient vote, shall have approved this Agreement and the transactions contemplated hereby; approved the contemplated reverse split of TALLMAN's outstanding ▇▇▇mon Stock without changing either the authorized shares or the par value; approved the change of TALLMAN's corporate nam▇ ▇▇ ▇ ▇▇me selected by AGC; approved the resignation of all of TALLMAN's current ▇▇▇▇▇▇▇rs and the election of up to three designees of AGC to serve as directors in place of TALLMAN's current ▇▇▇▇▇▇▇rs; and will have approved such other changes as are consistent with this Agreement and approved by AGC and TALLMAN; and ; (b) The ▇▇▇▇▇▇tions of TALLMAN and MANAGEMENT ▇▇▇▇▇ ▇his Agreement shall the Roadships Exchange Shares will be and are subject to fulfillmentsuch hold periods as are required under applicable securities laws; (c) the Roadships Exchange Shares may not be sold, prior transferred or otherwise disposed of, except pursuant to an effective registration statement under the Securities Act, or at pursuant to an exemption from, or in a transaction not subject to, the Closing of each registration requirements of the following conditions: (i) That AGC's Securities Act and SELLERS' representations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time and AGC and the AGC PRINCIPALS shall deliver an executed certification confirming the foregoing; (ii) That AGC and AGC PRINCIPALS shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of Closing; and (iii) That AGC's officers will have signed non- compete clauses in the form attached hereto as Exhibit "J". 8 Termination This Agreement may be terminated at any time before or at Closing, by; (a)The mutual agreement of the parties; (b)Any party if: (iv) Any provision of this Agreement applicable to a party shall be materially untrue or fail to be accomplished on or before November 30, 1998 (v) Any legal proceeding shall have been instituted or shall be imminently threatening to delay, restrain or prevent the consummation of this Agreement. Upon termination of this Agreement for any reason, each case only in accordance with all applicable securities laws; and (d) all certificates representing Roadships Exchange Shares issued through or as a result of the terms and conditions set forth in this paragraph, each said party shall bear all costs and expenses as each party has incurred and no party shall Share Exchange on Closing will be liable endorsed with the following legend pursuant to the otherSecurities Act: “NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.”

Restricted Shares. Legend All of Purchaser understands and acknowledges that the TALLMAN Common ----------------- Shares ▇▇▇▇▇▇ to SELLERS hereunder have not been registered under the Act, or any state securities laws, and that they will be "restricted securities" as defined issued in reliance upon certain exemptions from the registration requirements of those laws, and thus cannot be resold unless they are registered under the Act or unless the Company has first received an opinion of competent securities counsel that registration is not required for such resale. Purchaser agrees that it will not resell any Shares unless such resale transaction is in accordance with Regulation S and/or Rule 144 under the 33 Act and each stock certificate issued Act, pursuant to SELLERS hereunderregistration under the Act, will bear or pursuant to an available exemption from registration. With regard to the usual restrictive legend to such effect. Appropriate Stop Transfer instructions will be given to TALLMAN'' stock trans▇▇▇ ▇▇▇nt. 2. Conditions Precedent to Closing (a) The obligations of AGC and the SELLERS under this Agreement shall be and are subject to fulfillment, prior to or at the Closing, of each restrictions on resales of the following conditions: Shares or any security underlying or into which the Shares are or may be convertible, Purchaser is aware (i) That TALLMAN's of the limitations and MANAGEMEN▇'▇ ▇▇▇▇▇sentations applicability of Securities and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such timeExchange Commission Rule 144, and MANAGEMENT will deliver an executed certification confirming the foregoing; (ii) That TALLMAN and MANAGEMENT ▇▇▇▇▇ ▇ave performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at that the time of the Closing; (iii) That TALLMAN's directors and ▇▇▇▇▇▇▇▇ders, by proper and sufficient vote taken either by consent or at a meeting duly and properly called and held, shall have properly approved all of the matters required to be approved by TALLMAN's directors and ▇▇▇▇▇▇▇▇ders, respectively; (iv) That TALLMAN shall have file▇ ▇▇▇ ▇otice of the reverse split required by Rule 10b-17 under that Act, and shall have sent notice Company will issue stop transfer orders to its stockholders stock transfer agent in the event of the transactions contemplated herein; and (v) That TALLMAN shall have file▇ ▇▇▇ ▇orm D contemplated by Section 12 herein and shall have provided AGC and the CONSULTANTS (as defined in Section 12 herein) with a legal opinion that the shares issued attempts to CONSULTANTS, by virtue of the filing of Form D, are freely tradeable without having been registered under the 33 Act; and (vi) That TALLMAN's Board of Dire▇▇▇▇▇, ▇▇ proper and sufficient vote, shall have approved this Agreement and the transactions contemplated hereby; approved the contemplated reverse split of TALLMAN's outstanding ▇▇▇mon Stock without changing either the authorized shares or the par value; approved the change of TALLMAN's corporate nam▇ ▇▇ ▇ ▇▇me selected by AGC; approved the resignation of all of TALLMAN's current ▇▇▇▇▇▇▇rs and the election of up to three designees of AGC to serve as directors in place of TALLMAN's current ▇▇▇▇▇▇▇rs; and will have approved improperly transfer any such other changes as are consistent with this Agreement and approved by AGC and TALLMAN; and (b) The ▇▇▇▇▇▇tions of TALLMAN and MANAGEMENT ▇▇▇▇▇ ▇his Agreement shall be and are subject to fulfillment, prior to or at the Closing of each of the following conditions: (i) That AGC's and SELLERS' representations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time and AGC and the AGC PRINCIPALS shall deliver an executed certification confirming the foregoing; (ii) That AGC and AGC PRINCIPALS shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of Closingsecurities; and (iii) That AGC's officers that a restrictive legend will have signed non- compete clauses in be placed on certificates representing the form attached hereto as Exhibit "J". 8 Termination This Agreement may be terminated at Shares and any time before security underlying or at Closing, by; (a)The mutual agreement into which any of the parties; Shares are or will be convertible, which legend will read substantially as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT TO A CLAIM OF EXEMPTION FROM THE REGISTRATION OR QUALIFICATION PROVISIONS OF THE SECURITIES ACT OF 1933, AS AMENDED (b)Any party if: (iv) Any provision of this Agreement applicable to a party shall be materially untrue or fail to be accomplished on or before November 30THE "ACT"), 1998 (v) Any legal proceeding shall have been instituted or shall be imminently threatening to delayAND STATE SECURITIES LAWS AND THEREFORE HAVE NOT BEEN REGISTERED UNDER THE ACT OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, restrain or prevent the consummation of this AgreementSOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED WITHOUT COMPLIANCE WITH THE PROVISIONS OF REGULATION S OR, IF APPLICABLE, RULE 144 UNDER THE ACT, COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF THE ACT OR APPLICABLE STATE LAWS, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. Upon termination of this Agreement for any reasonTHE COMPANY WILL INSTRUCT ITS STOCK TRANSFER AGENT NOT TO RECOGNIZE ANY SALE OF THESE SECURITIES UNLESS SUCH SALE IS MADE PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR THE COMPANY HAS FIRST RECEIVED AN OPINION OF COUNSEL, in accordance with the terms and conditions set forth in this paragraphSATISFACTORY TO THE COMPANY AND ITS SECURITIES COUNSEL, each said party shall bear all costs and expenses as each party has incurred and no party shall be liable to the otherTHAT SUCH REGISTRATION IS NOT REQUIRED.

Restricted Shares. Legend All of the TALLMAN Common Shares ▇▇▇▇▇▇ to SELLERS hereunder will be "restricted securities" as defined in Rule 144 under the 33 Act and each stock certificate issued to SELLERS hereunder, will bear the usual restrictive legend to such effect. Appropriate Stop Transfer instructions will be given to TALLMAN'' stock trans▇▇▇ ▇▇▇nt. 2. Conditions Precedent to Closing (a) The obligations of AGC and the SELLERS under this Agreement shall be and are subject to fulfillment, prior to or at the Closing, of each of the following conditions: (i) That TALLMAN's Shares designated herein as Restricted Shares are limited as to their incidents of ownership and MANAGEMEN▇'▇ ▇▇▇▇▇sentations other rights as herein specifically set forth (but shall retain all other rights including, without limitation, the right to vote and warranties contained herein shall be true and correct at the time of Closing as if to receive dividends with respect to such representations and warranties were made at such time, and MANAGEMENT will deliver an executed certification confirming the foregoing; (iishares) That TALLMAN and MANAGEMENT ▇▇▇▇▇ ▇ave performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of the Closing; (iii) That TALLMAN's directors and ▇▇▇▇▇▇▇▇ders, by proper and sufficient vote taken either by consent or at a meeting duly and properly called and held, shall have properly approved all of the matters required to be approved by TALLMAN's directors and ▇▇▇▇▇▇▇▇ders, respectively; (iv) That TALLMAN shall have file▇ ▇▇▇ ▇otice of the reverse split required by Rule 10b-17 under that Act, and shall have sent notice to its stockholders of the transactions contemplated herein; and (v) That TALLMAN shall have file▇ ▇▇▇ ▇orm D contemplated by Section 12 herein and shall have provided AGC and the CONSULTANTS (as defined in Section 12 herein) with a legal opinion that the shares issued to CONSULTANTS, by virtue of the filing of Form D, are freely tradeable without having been registered under the 33 Act; and (vi) That TALLMAN's Board of Dire▇▇▇▇▇, ▇▇ proper and sufficient vote, shall have approved this Agreement and the transactions contemplated hereby; approved the contemplated reverse split of TALLMAN's outstanding ▇▇▇mon Stock without changing either the authorized shares or the par value; approved the change of TALLMAN's corporate nam▇ ▇▇ ▇ ▇▇me selected by AGC; approved the resignation of all of TALLMAN's current ▇▇▇▇▇▇▇rs and the election of up to three designees of AGC to serve as directors in place of TALLMAN's current ▇▇▇▇▇▇▇rs; and will have approved such other changes as are consistent with this Agreement and approved by AGC and TALLMAN; and (b) The ▇▇▇▇▇▇tions of TALLMAN and MANAGEMENT ▇▇▇▇▇ ▇his Agreement shall be and are subject to fulfillment, prior to or at the Closing of each of the following conditions: (i) That AGC's and SELLERS' representations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at until such time as the Restricted Shares are deemed "Earned" and AGC and the AGC PRINCIPALS shall deliver an executed certification confirming the foregoing; (ii) That AGC and AGC PRINCIPALS shall have performed or complied with all agreements, terms and conditions required by this Agreement converted to be performed or complied with by them prior to or at the time of Closing; and (iii) That AGC's officers will have signed non- compete clauses in the form attached hereto as Exhibit "J". 8 Termination This Agreement may be terminated at any time before or at Closing, by; (a)The mutual agreement of the parties; (b)Any party if: (iv) Any provision of this Agreement applicable to a party shall be materially untrue or fail to be accomplished on or before November 30, 1998 (v) Any legal proceeding shall have been instituted or shall be imminently threatening to delay, restrain or prevent the consummation of this Agreement. Upon termination of this Agreement for any reason, Earned Shares in accordance with the terms hereof. (ii) Thirteen percent (13%), or 144,592 (pre-Reclassification), of the 51% of Shares acquired by Initial Management pursuant to the Old Agreement are hereby designated as Restricted Shares. Restricted Shares are subject to the substantial restrictions on transferability and the substantial risks of forfeiture as set forth under this Agreement. 22,593 shares (pre-Reclassification) or 2.0315% of the 13% constituting Restricted Shares were designated as Reallocable Shares pursuant to the Old Agreement and have heretofore called and repurchased from Initial Management (or their Permitted Transferees) and sold by the Corporation to other Management in the same manner as the Reallocable Shares referred to in Section 2(b) hereof. While such Reallocable Shares are held by Management other than Initial Management, such Shares shall cease to be Reallocable (but shall remain Restricted (subject to being "Earned")). The Stock Reallocation Committee has had and shall continue to have the authority to impose such terms, conditions, limitations and otherwise as it deems reasonable, desirable or necessary with respect to such Reallocable Shares held by Management other than Initial Management; provided, however, that following the effectiveness of this Agreement, no other Shares (including Forfeit Shares) shall be subject to call and repurchase from Initial Management (or their Permitted Transferees) for offer, sale and/or transfer to other Management; and provided further, the Stock Reallocation Committee may not permit such Reallocable Shares to be held by other Management under terms, conditions, limitations and otherwise which are more favorable, desirable or beneficial than as imposed on Initial Management, other than the provisions with respect to the duration of service after which the risk of Termination Forfeiture may lapse. (iii) Where certain performance criteria are attained by the Corporation, Restricted Shares shall become Earned Shares such that the substantial limitations on the holder's enjoyment of incidents of ownership in the Restricted Shares will lapse and be suspended and the holder thereof will become entitled to all incidents of ownership in the Earned Shares, subject only to Termination Forfeiture and the restrictions on transfer hereinafter set forth. The specific performance criteria and the related terms and conditions whereby Restricted Shares may become Earned Shares are set forth in Sections 7 and 13 of this paragraph, each said party shall bear all costs and expenses as each party has incurred and no party shall be liable to the otherAgreement.

Restricted Shares. Legend All of the TALLMAN Common Shares ▇▇▇▇▇▇ to SELLERS hereunder will be "restricted securities" as defined in Rule 144 under the 33 Act and each stock certificate issued to SELLERS hereunder, will bear the usual restrictive legend to such effect. Appropriate Stop Transfer instructions will be given to TALLMAN'' stock trans▇▇▇ ▇▇▇nt. 2. Conditions Precedent to Closing (a) The obligations of AGC and the SELLERS under this Agreement shall be and are subject to fulfillment, prior to or at the Closing, of each of the following conditions: (i) That TALLMAN's and MANAGEMEN▇'▇ ▇▇▇▇▇sentations and warranties contained herein Employee shall be true granted, subject to items (iii) and correct (iv) below, “restricted shares” as provided on Exhibits A and B attached hereto. The “restricted shares” provided for on Exhibit A are hereinafter referred to as “Time-Based Shares,” the “restricted shares” provided for on Exhibit B are hereinafter referred to as “Performance Shares” and, collectively, the Time-Based Shares and the Performance Shares are hereinafter referred to as the “Restricted Shares.” The amount of Restricted Shares, the dates of grant (hereinafter, each date of grant on Exhibits A and B is referred to as “Date of Grant”), the terms and conditions of vesting and other provisions relating thereto are set forth on the respective Exhibits. All Restricted Shares shall be granted under one or more of the Company’s equity-based plans approved by the Company’s stockholders (a “Company Equity Plan”), as determined by the Company’s Compensation Committee at the time of Closing grant, except as if such representations provided in Sections 7(b)(vi) and warranties were made at such time, and MANAGEMENT will deliver an executed certification confirming the foregoing; 8(b)(vi) below. (ii) That TALLMAN and MANAGEMENT ▇▇▇▇▇ ▇ave performed or complied with The purchase price for all agreements, terms and conditions required by this Agreement to Restricted Shares shall be performed or complied with by them prior to or at the time of the Closing; $0.00. (iii) That TALLMAN's directors All grants provided for on Exhibits A and ▇▇▇▇▇▇▇▇dersB shall be subject to the availability of “restricted shares” under a Company Equity Plan on the Date of Grant, by proper except as provided in Sections 7(b)(vi) and sufficient vote taken either by consent or at 8(b)(vi) below. If there are not enough “restricted shares” available under a meeting duly Company Equity Plan on any Date of Grant, (a) any short-fall shall be allocated first to Performance Shares and properly called then to Time-Based Shares, and held, (b) the Company shall have properly approved all no obligation to make any other form of compensation available to the Employee in lieu of any short-fall. The Company shall use its best efforts to cause the stockholders of the matters required Company to be approved by TALLMAN's directors approve either an amendment to any current Company Equity Plan or the adoption of a new Company Equity Plan, to assure that, at any given time, “restricted shares” are available to fulfill the grants provided for on Exhibits A and ▇▇▇▇▇▇▇▇ders, respectively; B. (iv) That TALLMAN shall have file▇ ▇▇▇ ▇otice The Employee must be an eligible participant under a Company Equity Plan on the Date of the reverse split required by Rule 10b-17 under Grant in order to be entitled to a grant of Restricted Shares on that Actdate, except as provided in Sections 7(b)(vi) and shall have sent notice to its stockholders of the transactions contemplated herein; and 8(b)(vi) below. (v) That TALLMAN All grants of Restricted Shares shall have file▇ ▇▇▇ ▇orm D contemplated by Section 12 herein be on the form of agreement being used on the respective Date of Grant, containing, however, the specific terms set forth in this Amendment. (vi) All grants of Restricted Shares pursuant to this Amendment shall be administered pursuant to the terms and shall have provided AGC provisions of the Company Equity Plan under which they were granted. (vii) The Employee agrees that he may only sell Restricted Shares after they vest, as follows, subject to compliance with all securities’ laws: (a) Restricted Shares necessary to pay any income taxes (including withholding taxes) on the vesting thereof; (b) For Restricted Shares whose Date of Grant is October 12, 2006 and October 12, 2007, any time on or after the CONSULTANTS later of two years from their date of vesting or October 12, 2011; (c) For Restricted Shares whose Date of Grant is October 12, 2008, any time on or after October 12, 2011; (d) For Restricted Shares whose Date of Grant is October 12, 2009, any time on or after January 30, 2014; (e) For Restricted Shares whose Date of Grant is October 12, 2010, any time on or after January 30, 2014; (f) With the written approval of the Company’s Compensation Committee; and/or (g) Any time on or after the death, disability or termination without cause of Employee, or after a Change In Control (as defined in Section 12 herein) with a legal opinion that the shares issued to CONSULTANTS, by virtue of the filing of Form D, are freely tradeable without having been registered under the 33 Act; and (vi) That TALLMAN's Board of Dire▇▇▇▇▇, ▇▇ proper and sufficient vote, shall have approved this Agreement and the transactions contemplated hereby; approved the contemplated reverse split of TALLMAN's outstanding ▇▇▇mon Stock without changing either the authorized shares or the par value; approved the change of TALLMAN's corporate nam▇ ▇▇ ▇ ▇▇me selected by AGC; approved the resignation of all of TALLMAN's current ▇▇▇▇▇▇▇rs and the election of up to three designees of AGC to serve as directors in place of TALLMAN's current ▇▇▇▇▇▇▇rs; and will have approved such other changes as are consistent with this Agreement and approved by AGC and TALLMAN; and (b) The ▇▇▇▇▇▇tions of TALLMAN and MANAGEMENT ▇▇▇▇▇ ▇his Agreement shall be and are subject to fulfillment, prior to or at the Closing of each of the following conditions: (i) That AGC's and SELLERS' representations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time and AGC and the AGC PRINCIPALS shall deliver an executed certification confirming the foregoing; (ii) That AGC and AGC PRINCIPALS shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of Closing; and (iii) That AGC's officers will have signed non- compete clauses in the form attached hereto as Exhibit "J". 8 Termination This Agreement may be terminated at any time before or at Closing, by; (a)The mutual agreement of the parties; (b)Any party if: (iv) Any provision of this Agreement applicable to a party shall be materially untrue or fail to be accomplished on or before November 30, 1998 (v) Any legal proceeding shall have been instituted or shall be imminently threatening to delay, restrain or prevent the consummation of this Agreement. Upon termination of this Agreement for any reason, in accordance with the terms and conditions set forth in this paragraph, each said party shall bear all costs and expenses as each party has incurred and no party shall be liable to the other8(a)(ii)).”

Restricted Shares. Legend All Unless otherwise determined by the Board, Restricted Shares and/or the rights to Restricted Shares are personal, and, except insofar as is specified in the Restated 2000 Plan, and, where applicable, subject to Section 102, may not, until such time as the restrictions applicable to such Restricted Shares, including, in the case of grants of Restricted Shares through a trustee pursuant to Section 102, the Lock-Up Period, lapse, be sold, transferred, assigned, pledged, withdrawn, attached or otherwise alienated or encumbered, either voluntarily or pursuant to any law, except by way of transfer pursuant to the laws of inheritance (but only to the extent that such Restricted Shares had vested on the date of death of the TALLMAN Common Shares ▇▇▇▇▇▇ to SELLERS hereunder will be "restricted securities" as defined in Rule 144 under grantee), and no power of attorney or deed of transfer, whether the 33 Act and each stock certificate issued to SELLERS hereundersame has immediate effect or shall take effect on a future date, will bear the usual restrictive legend to such effect. Appropriate Stop Transfer instructions will shall be given to TALLMAN'' stock trans▇▇▇ ▇▇▇ntwith respect thereto. 2. Conditions Precedent to Closing (a) The obligations Unless the Board provides otherwise, certificates Table of AGC and the SELLERS under this Agreement Contents issued in respect of Restricted Shares and, where applicable, any Additional Rights with respect thereto, shall be and are subject to fulfillment, prior to or at registered in the Closing, of each name of the following conditions: (i) That TALLMAN's and MANAGEMEN▇'▇ ▇▇▇▇▇sentations and warranties contained herein shall be true and correct at Trustee or the time of Closing grantee, as if such representations and warranties were made at such timethe case may be, and MANAGEMENT will deliver an executed certification confirming deposited, together with a share transfer deed signed and endorsed by the foregoing; grantee in blank (iithe “Share Transfer Deed”), with the Company, the Trustee (in all cases where the Award is through the Trustee) That TALLMAN and MANAGEMENT ▇▇▇▇▇ ▇ave performed or complied with all agreements, terms and conditions required such custodian as may be designated by this Agreement to be performed or complied with by them prior to or at the time of the Closing; (iii) That TALLMAN's directors and ▇▇▇▇▇▇▇▇ders, by proper and sufficient vote taken either by consent or at a meeting duly and properly called and held, shall have properly approved all of the matters required to be approved by TALLMAN's directors and ▇▇▇▇▇▇▇▇ders, respectively; (iv) That TALLMAN shall have file▇ ▇▇▇ ▇otice of the reverse split required by Rule 10b-17 under that ActBoard, and shall be held by the Company, the Trustee or the custodian until such time as the restrictions applicable to such Restricted Shares, including, in the case of grants of Restricted Shares through a trustee pursuant to Section 102, the Lock-Up Period, lapse. In the event that, for any reason whatsoever, including pursuant to Section 12(b), any Restricted Shares which have sent notice not vested and on which the forfeiture provisions have not theretofore lapsed shall be cancelled, terminated or forfeited, the Company, the Trustee or the custodian, as the case may be, shall, unless instructed otherwise by the Board, exercise the Share Transfer Deed (and each is authorized to its stockholders complete any missing details therein) in order to return such Restricted Shares to the Company and make them available again for purposes of the transactions contemplated herein; and (v) That TALLMAN shall have file▇ ▇▇▇ ▇orm D contemplated by Section 12 herein and shall have provided AGC and the CONSULTANTS (as defined in Section 12 herein) with a legal opinion that the shares issued to CONSULTANTS, by virtue of the filing of Form D, are freely tradeable without having been registered under the 33 Act; and (vi) That TALLMAN's Board of Dire▇▇▇▇▇, ▇▇ proper and sufficient vote, shall have approved this Agreement and the transactions contemplated hereby; approved the contemplated reverse split of TALLMAN's outstanding ▇▇▇mon Stock without changing either the authorized shares Restated 2000 Plan or the par value; approved the change of TALLMAN's for other corporate nam▇ ▇▇ ▇ ▇▇me selected by AGC; approved the resignation of all of TALLMAN's current ▇▇▇▇▇▇▇rs and the election of up to three designees of AGC to serve as directors in place of TALLMAN's current ▇▇▇▇▇▇▇rs; and will have approved such other changes as are consistent with this Agreement and approved by AGC and TALLMAN; and (b) The ▇▇▇▇▇▇tions of TALLMAN and MANAGEMENT ▇▇▇▇▇ ▇his Agreement shall be and are subject to fulfillment, prior to or at the Closing of each of the following conditions: (i) That AGC's and SELLERS' representations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time and AGC and the AGC PRINCIPALS shall deliver an executed certification confirming the foregoing; (ii) That AGC and AGC PRINCIPALS shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of Closing; and (iii) That AGC's officers will have signed non- compete clauses in the form attached hereto as Exhibit "J". 8 Termination This Agreement may be terminated at any time before or at Closing, by; (a)The mutual agreement of the parties; (b)Any party if: (iv) Any provision of this Agreement applicable to a party shall be materially untrue or fail to be accomplished on or before November 30, 1998 (v) Any legal proceeding shall have been instituted or shall be imminently threatening to delay, restrain or prevent the consummation of this Agreement. Upon termination of this Agreement for any reason, in accordance with the terms and conditions set forth in this paragraph, each said party shall bear all costs and expenses as each party has incurred and no party shall be liable to the otherpurposes.

Restricted Shares. Legend All of the TALLMAN Common Shares ▇▇▇▇▇▇ to SELLERS hereunder will be "restricted securities" as defined in Rule 144 under the 33 Act and each stock certificate issued to SELLERS hereunder, will bear the usual restrictive legend to such effect. Appropriate Stop Transfer instructions will be given to TALLMAN'' stock trans▇▇▇ ▇▇▇nt. 2. Conditions Precedent to Closing (a) The obligations of AGC and the SELLERS under this Agreement shall be and are subject to fulfillment, prior to or at the Closing, of each of the following conditions: (i) That TALLMAN's and MANAGEMEN▇'▇ ▇▇▇▇▇sentations and warranties contained herein Employee shall be true granted, subject to items (iii) and correct (iv) below, “restricted shares” as provided on Exhibits A and B attached hereto. The “restricted shares” provided for on Exhibit A are hereinafter referred to as “Time-Based Shares,” the “restricted shares” provided for on Exhibit B are hereinafter referred to as “Performance Shares” and, collectively, the Time-Based Shares and the Performance Shares are hereinafter referred to as the “Restricted Shares.” The amount of Restricted Shares, the dates of grant (hereinafter, each date of grant on Exhibits A and B is referred to as “Date of Grant”), the terms and conditions of vesting and other provisions relating thereto are set forth on the respective Exhibits. All Restricted Shares shall be granted under one or more of the Company’s equity-based plans approved by the Company’s stockholders (a “Company Equity Plan”), as determined by the Company’s Compensation Committee at the time of Closing grant, except as if such representations provided in Sections 7(b)(vi) and warranties were made at such time, and MANAGEMENT will deliver an executed certification confirming the foregoing; 8(b)(vi) below. (ii) That TALLMAN and MANAGEMENT ▇▇▇▇▇ ▇ave performed or complied with The purchase price for all agreements, terms and conditions required by this Agreement to Restricted Shares shall be performed or complied with by them prior to or at the time of the Closing; $0.00. (iii) That TALLMAN's directors All grants provided for on Exhibits A and ▇▇▇▇▇▇▇▇dersB shall be subject to the availability of “restricted shares” under a Company Equity Plan on the Date of Grant, by proper except as provided in Sections 7(b)(vi) and sufficient vote taken either by consent or at 8(b)(vi) below. If there are not enough “restricted shares” available under a meeting duly Company Equity Plan on any Date of Grant, (a) any short-fall shall be allocated first to Performance Shares and properly called then to Time-Based Shares, and held, (b) the Company shall have properly approved all no obligation to make any other form of compensation available to the Employee in lieu of any short-fall. The Company shall use its best efforts to cause the stockholders of the matters required Company to be approved by TALLMAN's directors approve either an amendment to any current Company Equity Plan or the adoption of a new Company Equity Plan, to assure that, at any given time, “restricted shares” are available to fulfill the grants provided for on Exhibits A and ▇▇▇▇▇▇▇▇ders, respectively; B. (iv) That TALLMAN shall have file▇ ▇▇▇ ▇otice The Employee must be an eligible participant under a Company Equity Plan on the Date of the reverse split required by Rule 10b-17 under Grant in order to be entitled to a grant of Restricted Shares on that Actdate, except as provided in Sections 7(b)(vi) and shall have sent notice to its stockholders of the transactions contemplated herein; and 8(b)(vi) below. (v) That TALLMAN All grants of Restricted Shares shall have file▇ ▇▇▇ ▇orm D contemplated by Section 12 herein be on the form of agreement being used on the respective Date of Grant, containing, however, the specific terms set forth in this Amendment. (vi) All grants of Restricted Shares pursuant to this Amendment shall be administered pursuant to the terms and shall have provided AGC provisions of the Company Equity Plan under which they were granted. (vii) The Employee agrees that he may only sell Restricted Shares after they vest, as follows, subject to compliance with all securities’ laws: (a) Restricted Shares necessary to pay any income taxes (including withholding taxes) on the vesting thereof; (b) For Restricted Shares whose Date of Grant is the Date Hereof and October 12, 2007, any time on or after the CONSULTANTS later of two years from their date of vesting or October 12, 2011; (c) For Restricted Shares whose Date of Grant is October 12, 2008, any time on or after October 12, 2011; (d) For Restricted Shares whose Date of Grant is October 12, 2009 and October 12, 2010, any time on or after the vesting thereof; (e) With the written approval of the Company’s Compensation Committee; and/or (f) Any time on or after the death, disability or termination without cause of Employee, or after a Change In Control (as defined in Section 12 herein) with a legal opinion that the shares issued to CONSULTANTS, by virtue of the filing of Form D, are freely tradeable without having been registered under the 33 Act; and (vi) That TALLMAN's Board of Dire▇▇▇▇▇, ▇▇ proper and sufficient vote, shall have approved this Agreement and the transactions contemplated hereby; approved the contemplated reverse split of TALLMAN's outstanding ▇▇▇mon Stock without changing either the authorized shares or the par value; approved the change of TALLMAN's corporate nam▇ ▇▇ ▇ ▇▇me selected by AGC; approved the resignation of all of TALLMAN's current ▇▇▇▇▇▇▇rs and the election of up to three designees of AGC to serve as directors in place of TALLMAN's current ▇▇▇▇▇▇▇rs; and will have approved such other changes as are consistent with this Agreement and approved by AGC and TALLMAN; and (b) The ▇▇▇▇▇▇tions of TALLMAN and MANAGEMENT ▇▇▇▇▇ ▇his Agreement shall be and are subject to fulfillment, prior to or at the Closing of each of the following conditions: (i) That AGC's and SELLERS' representations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time and AGC and the AGC PRINCIPALS shall deliver an executed certification confirming the foregoing; (ii) That AGC and AGC PRINCIPALS shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of Closing; and (iii) That AGC's officers will have signed non- compete clauses in the form attached hereto as 6 on Exhibit "J". 8 Termination This Agreement may be terminated at any time before or at Closing, by; (a)The mutual agreement of the parties; (b)Any party if: (iv) Any provision of this Agreement applicable to a party shall be materially untrue or fail to be accomplished on or before November 30, 1998 (v) Any legal proceeding shall have been instituted or shall be imminently threatening to delay, restrain or prevent the consummation of this Agreement. Upon termination of this Agreement for any reason, in accordance with the terms and conditions set forth in this paragraph, each said party shall bear all costs and expenses as each party has incurred and no party shall be liable to the otherB).”

Restricted Shares. Legend All of the TALLMAN Common Shares ▇▇▇▇▇▇ to SELLERS hereunder will be "restricted securities" as defined in Rule 144 under the 33 Act and each stock certificate issued to SELLERS hereunder, will bear the usual restrictive legend to such effect. Appropriate Stop Transfer instructions will be given to TALLMAN'' stock trans▇▇▇ ▇▇▇nt. 2. Conditions Precedent to Closing (a) The obligations Each Principal Member shall not, and each Key Person shall cause the Principal Member of AGC which such Key Person owns, directly or indirectly, Equity Interests not to, Transfer any Restricted Shares, provided, that the foregoing restriction shall cease to apply as to 25% each of such Principal Member’s Restricted Shares on the six, twelve, eighteen and twenty-four months anniversaries of the SELLERS under this Agreement Closing Date. (b) Each Company Member other than the Principal Members shall be not Transfer any Restricted Shares, provided, that the foregoing restriction (such restrictions, together with the restrictions set forth in Section 1.11(a), collectively, the “Transfer Restrictions”) shall expire and are subject cease to fulfillment, prior apply as to or at the Closing, 50% of each of such Company Member’s Restricted Shares on the following conditions: three months anniversary of the Closing Date and as to 50% on the six (i6) That TALLMAN's month anniversary of the Closing Date. (c) With the exception of the Transfer Restrictions and MANAGEMEN▇'▇ ▇▇▇▇▇sentations subject to the provisions of Section 6.13, the Restricted Shares shall provide the holders thereof with voting rights and warranties contained herein all other rights of a holder of Parent Common Stock in accordance with Parent’s certificate of incorporation and bylaws upon issuance of such Restricted Shares at Closing, provided, that for such time as and to the extent that the Transfer Restrictions have not yet expired, the Company Members shall be true and correct required to vote the Restricted Shares that remain subject to Transfer Restrictions, at any annual or special meeting of stockholders of Parent that occurs during such period, (a) in favor of all directors nominated by the time of Closing as if such representations and warranties were made at such time, and MANAGEMENT will deliver an executed certification confirming Board for election (subject to the foregoing; (ii) That TALLMAN and MANAGEMENT ▇▇▇▇▇ ▇ave performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time rights of the Closing; (iii) That TALLMAN's directors and ▇▇▇▇▇▇▇▇ders, by proper and sufficient vote taken either by consent or at a meeting duly and properly called and held, shall have properly approved all of the matters required to be approved by TALLMAN's directors and ▇▇▇▇▇▇▇▇ders, respectively; (iv) That TALLMAN shall have file▇ ▇▇▇ ▇otice of the reverse split required by Rule 10b-17 under that Act, and shall have sent notice to its stockholders of the transactions contemplated herein; and (v) That TALLMAN shall have file▇ ▇▇▇ ▇orm D contemplated by Section 12 herein and shall have provided AGC and the CONSULTANTS (as defined Key Persons set forth in Section 12 herein) with a legal opinion that the shares issued to CONSULTANTS6.9), by virtue of the filing of Form D, are freely tradeable without having been registered under the 33 Act; and (vi) That TALLMAN's Board of Dire▇▇▇▇▇, ▇▇ proper and sufficient vote, shall have approved this Agreement and the transactions contemplated hereby; approved the contemplated reverse split of TALLMAN's outstanding ▇▇▇mon Stock without changing either the authorized shares or the par value; approved the change of TALLMAN's corporate nam▇ ▇▇ ▇ ▇▇me selected by AGC; approved the resignation of all of TALLMAN's current ▇▇▇▇▇▇▇rs and the election of up to three designees of AGC to serve as directors in place of TALLMAN's current ▇▇▇▇▇▇▇rs; and will have approved such other changes as are consistent with this Agreement and approved by AGC and TALLMAN; and (b) The ▇▇▇▇▇▇tions of TALLMAN and MANAGEMENT ▇▇▇▇▇ ▇his Agreement shall be and are subject to fulfillment, prior to or at the Closing of each in favor of the following conditions: (i) That AGC's and SELLERS' representations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time and AGC and the AGC PRINCIPALS shall deliver an executed certification confirming the foregoing; (ii) That AGC and AGC PRINCIPALS shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of Closing; and (iii) That AGC's officers will have signed non- compete clauses in the form attached hereto as Exhibit "J". 8 Termination This Agreement may be terminated at any time before or at Closing, by; (a)The mutual agreement ratification of the parties; appointment of Parent’s registered public accounting firm for the relevant fiscal year, (b)Any party if: (ivc) Any provision of this Agreement applicable to a party shall be materially untrue or fail to be accomplished on or before November 30, 1998 (v) Any legal proceeding shall have been instituted or shall be imminently threatening to delay, restrain or prevent the consummation of this Agreement. Upon termination of this Agreement for any reason, in accordance with the terms Board’s recommendation with respect to Parent’s “say-on-pay” proposal and conditions (d) in accordance with the Board’s recommendation with respect to any other Parent proposal or stockholder proposal or nomination presented at such meeting (other than in connection with a Significant Event). (d) Notwithstanding the foregoing, the Transfer Restrictions shall not apply to (i) Transfers effected as a result of the consummation of an Acquisition Transaction, (ii) Transfers made in connection with a Tender Offer, (iii) Transfers made with the consent of the Board or (iv) Transfers (A) to a Controlled Affiliate of such Principal Member or to a Key Person or a Controlled Affiliate thereof, (B) to a trust under which the distribution of Restricted Shares may be made only to such Principal Member, a Key Person and/or any Controlled Affiliate or Relative thereof or (C) by will or intestacy to such natural person’s estate, spouse, children, ancestors or any descendants of any ancestors; provided, that each such Transfer shall comply with applicable securities laws and each such transferee shall make appropriate securities laws representations and warranties and agree to become subject to the Transfer Restrictions and, in the case of a Transfer of Restricted Shares issued to a Key Person or Principal Member hereunder, the provisions of Section 6.13, and in the case of all such Transfers pursuant to an instrument of assignment and assumption reasonably satisfactory to Parent. (e) The shares of Parent Common Stock comprising the Restricted Shares to be issued to the Company Members in consideration for the outstanding Company Interests pursuant to this Agreement will be issued from Parent to the Company Members in a private placement transaction, pursuant to the exemption from registration set forth in this paragraphSection 4(a)(2) of the Securities Act. The offering and issuance of the shares of Parent Common Stock hereunder will not be registered with the SEC, each said party shall bear all costs and expenses as each party has incurred accordingly, the shares of Parent Common Stock will be “restricted securities” under the Securities Act. Any subsequent offer, sale or disposition of the shares of Parent Common Stock by a Company Member must be either registered under the Securities Act and no party shall be liable applicable state securities laws or exempt from such registration requirements (including pursuant to the othersafe harbor provided by Rule 144 promulgated under the Securities Act).

Restricted Shares. Legend All of the TALLMAN CI4NET Common Shares ▇▇▇▇▇▇ issued to SELLERS hereunder will be "restricted securities" as defined in Rule 144 under the 33 Act and each stock certificate issued to SELLERS hereunder, will bear the usual restrictive legend to such effect. Appropriate Stop Transfer instructions will be given to TALLMANCI4NET '' stock trans▇▇▇ ▇▇▇nttransfer agent. 27. Conditions Precedent to Closing (a) The obligations of AGC THW and the SELLERS under this Agreement shall be and are subject to fulfillment, prior to or at the Closing, of each of the following conditions: (i) That TALLMANCI4NET's and MANAGEMEN▇'▇ ▇▇▇▇▇sentations MANAGEMENT's representations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time, and MANAGEMENT will deliver an executed certification confirming the foregoing; (ii) That TALLMAN CI4NET and MANAGEMENT ▇▇▇▇▇ ▇ave shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of the Closing; (iii) That TALLMANCI4NET's directors and ▇▇▇▇▇▇▇▇dersshareholders, by proper and sufficient vote taken either by consent or at a meeting duly and properly called and held, shall have properly approved all of the matters required to be approved by TALLMANCI4NET's directors and ▇▇▇▇▇▇▇▇dersshareholders, respectively; (iv) That TALLMAN shall have file▇ ▇▇▇ ▇otice of the reverse split required by Rule 10b-17 under that Act, and shall have sent notice to its stockholders of the transactions contemplated herein; and (v) That TALLMAN shall have file▇ ▇▇▇ ▇orm D contemplated by Section 12 herein and shall have provided AGC and the CONSULTANTS (as defined in Section 12 herein) with a legal opinion that the shares issued to CONSULTANTS, by virtue of the filing of Form D, are freely tradeable without having been registered under the 33 Act; and (vi) That TALLMANCI4NET's Board of Dire▇▇▇▇▇Directors, ▇▇ by proper and sufficient vote, shall have approved this Agreement and the transactions contemplated hereby; approved the contemplated reverse split of TALLMAN's outstanding ▇▇▇mon Stock without changing either the authorized shares or the par value; approved the change of TALLMAN's corporate nam▇ ▇▇ ▇ ▇▇me selected by AGC; approved the resignation of all of TALLMAN's current ▇▇▇▇▇▇▇rs and the election of up to three designees of AGC to serve as directors in place of TALLMAN's current ▇▇▇▇▇▇▇rs; and will have approved such other changes as are consistent with this Agreement and approved by AGC and TALLMAN.; and (b) The ▇▇▇▇▇▇tions obligations of TALLMAN CI4NET and MANAGEMENT ▇▇▇▇▇ ▇his under this Agreement shall be and are subject to fulfillment, prior to or at the Closing of each of the following conditions: (i) That AGCTHW 's and SELLERS' representations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time and AGC THW and the AGC THW PRINCIPALS shall deliver an executed certification confirming the foregoing; (ii) That AGC THW and AGC THW PRINCIPALS shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of Closing; and (iii) That AGC's officers will have signed non- compete clauses in the form attached hereto as Exhibit "J". 8 Termination This Agreement may be terminated at any time before or at Closing, by; (a)The mutual agreement of the parties; (b)Any party if: (iv) Any provision of this Agreement applicable to a party shall be materially untrue or fail to be accomplished on or before November 30, 1998 (viii) Any legal proceeding shall have been instituted or shall be imminently threatening to delay, restrain or prevent the consummation of this Agreement. Upon termination of this Agreement for any reason, in accordance with the terms and conditions set forth in this paragraph, each said party shall bear all costs and expenses as each party has incurred and no party shall be liable to the other.

Restricted Shares. Legend All As further compensation for services to be rendered on and after the Approval Date, the Company hereby issues to the Executive one hundred sixty-eight thousand (168,000) shares of common stock of the TALLMAN Common Shares ▇▇▇▇▇▇ Company (the "Restricted Shares"), subject to SELLERS hereunder will be "restricted securities" as defined in Rule 144 under the 33 Act and each stock certificate issued to SELLERS hereunder, will bear the usual restrictive legend to such effect. Appropriate Stop Transfer instructions will be given to TALLMAN'' stock trans▇▇▇ ▇▇▇nt. 2. Conditions Precedent to Closing following provisions: (a) The obligations At the close of AGC and business on the SELLERS under this Agreement shall be and are subject to fulfillmentApproval Date, prior to or at the Closing, of each of the following conditions: (i) That TALLMAN's and MANAGEMEN▇'▇ ▇▇▇▇▇sentations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time, and MANAGEMENT will deliver an executed certification confirming the foregoing; (ii) That TALLMAN and MANAGEMENT ▇▇▇▇▇ ▇ave performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of the Closing; (iii) That TALLMAN's directors and ▇▇▇▇▇▇▇▇ders, by proper and sufficient vote taken either by consent or at a meeting duly and properly called and held, shall have properly approved all of the matters required to Restricted Shares shall be approved by TALLMAN's directors duly authorized, validly issued and ▇▇▇▇▇▇▇▇ders, respectively; (iv) That TALLMAN shall have file▇ ▇▇▇ ▇otice outstanding shares of common stock of the reverse split required Company owned by Rule 10b-17 under that Act, the Executive and shall have sent notice to its stockholders of the transactions contemplated herein; be fully paid and (v) That TALLMAN shall have file▇ ▇▇▇ ▇orm D contemplated by Section 12 herein and shall have provided AGC and the CONSULTANTS (as defined in Section 12 herein) with a legal opinion that the shares issued to CONSULTANTS, by virtue of the filing of Form D, are freely tradeable without having been registered under the 33 Act; and (vi) That TALLMAN's Board of Dire▇▇▇▇▇, ▇▇ proper and sufficient vote, shall have approved this Agreement and the transactions contemplated hereby; approved the contemplated reverse split of TALLMAN's outstanding ▇▇▇mon Stock without changing either the authorized shares or the par value; approved the change of TALLMAN's corporate nam▇ ▇▇ ▇ ▇▇me selected by AGC; approved the resignation of all of TALLMAN's current ▇▇▇▇▇▇▇rs and the election of up to three designees of AGC to serve as directors in place of TALLMAN's current ▇▇▇▇▇▇▇rs; and will have approved such other changes as are consistent with this Agreement and approved by AGC and TALLMAN; and non-assessable. (b) The ▇▇▇▇▇▇tions of TALLMAN and MANAGEMENT ▇▇▇▇▇ ▇his Agreement Restricted Shares shall be and are subject to fulfillmentthe following restrictions: (i) Subject to Section 7(c) and other provisions herein providing for the vesting of such shares, prior upon the occurrence of a triggering event as provided in Section 12(b) or 12(c) below, the Executive shall forfeit all non-vested Restricted Shares, provided, however, that the Company shall pay the Executive an amount, if any, equal to the par value payment made by the Executive to the Company upon grant of the Restricted Shares upon notice given by the Company to the Executive at any time within ninety (90) days after the occurrence of such triggering event (the "Forfeiture/Repurchase Right"). (ii) Subject to Section 7(c) and other provisions herein providing for the vesting of such shares, the Restricted Shares shall not be sold or at otherwise transferred voluntarily by the Closing Executive except to members of his immediate family or to a trust for the benefit of Executive and/or member(s) of his immediate family and/or to a partnership, limited liability company, and/or other entity owned by Executive and/or by member(s) of his immediate family (transfers to such persons being referred to herein as "exempt transfers"); and, notwithstanding any such exempt transfer, the Restricted Shares shall remain subject to the Transfer Restriction until it lapses or terminates as provided for herein (the "Transfer Restriction"). (c) One-fourth (-1/4) of the Restricted Shares shall vest on July 20 of each of 2006, 2007, 2008, and 2009, provided that Executive remains continuously employed by the following conditions: (i) That AGC's Company and/or any Subsidiary thereof through and SELLERS' representations and warranties contained herein shall be true and correct at the time of Closing as if on each such representations and warranties were made at such time and AGC and the AGC PRINCIPALS shall deliver an executed certification confirming the foregoing; (ii) That AGC and AGC PRINCIPALS shall have performed date. Such vesting, or complied with all agreements, terms and conditions required by this Agreement vesting pursuant to be performed or complied with by them prior to or at the time of Closing; and (iii) That AGC's officers will have signed non- compete clauses in the form attached hereto as Exhibit "J". 8 Termination This Agreement may be terminated at any time before or at Closing, by; (a)The mutual agreement of the parties; (b)Any party if: (iv) Any provision of this Agreement applicable to a party shall be materially untrue or fail to be accomplished on or before November 30, 1998 (v) Any legal proceeding shall have been instituted or shall be imminently threatening to delay, restrain or prevent the consummation other provisions of this Agreement. Upon , shall cause and constitute the lapse and termination of this Agreement for any reasonthe Forfeiture/Repurchase Right and the Transfer Restriction as to the Restricted Shares that so vest. (d) The customary certificates representing the Restricted Shares may bear appropriate and customary legends referring to the Forfeiture/Repurchase Right and the Transfer Restriction, provided that the Company shall promptly provide to the Executive, in accordance with exchange for such certificates, replacement certificates without such legends as to any of the terms and conditions set forth in this paragraph, each said party Restricted Shares that shall bear all costs and expenses as each party has incurred and no party shall be liable become vested. (e) Upon the occurrence of any taxable event which arises due to the othervesting of Restricted Shares, the Executive shall have the right to direct the Company to withhold the number of Restricted Shares necessary to satisfy the tax withholding liability and obligations of or relating to the Executive (both Federal and State) with respect to such vesting of Restricted Shares, and the Company shall remit the value of the withheld Restricted Shares to the proper governmental authorities.

Restricted Shares. Legend All (i) The Restricted Shares transferred to the Participant in settlement of Earned Stock-Settled Phantom Shares shall be represented by uncertificated shares designated for the Participant in book-entry registration on the records of the TALLMAN Common Shares ▇▇▇▇▇▇ to SELLERS hereunder will be "restricted securities" as defined in Rule 144 under Company’s transfer agent or, at the 33 Act and each discretion of the Company, by a stock certificate issued to SELLERS hereunderand registered in the Participant’s name, will bear the usual restrictive legend to such effect. Appropriate Stop Transfer instructions will be given to TALLMAN'' stock trans▇▇▇ ▇▇▇nt. 2. Conditions Precedent to Closing (a) The obligations of AGC and the SELLERS under this Agreement shall be and are in each case subject to fulfillment, prior to or at the Closing, of each of the following conditions: (i) That TALLMAN's and MANAGEMEN▇'▇ ▇▇▇▇▇sentations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time, and MANAGEMENT will deliver an executed certification confirming the foregoing; (ii) That TALLMAN and MANAGEMENT ▇▇▇▇▇ ▇ave performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of the Closing; (iii) That TALLMAN's directors and ▇▇▇▇▇▇▇▇ders, by proper and sufficient vote taken either by consent or at a meeting duly and properly called and held, shall have properly approved all of the matters required to be approved by TALLMAN's directors and ▇▇▇▇▇▇▇▇ders, respectively; (iv) That TALLMAN shall have file▇ ▇▇▇ ▇otice of the reverse split required by Rule 10b-17 under that Act, and shall have sent notice to its stockholders of the transactions contemplated herein; and (v) That TALLMAN shall have file▇ ▇▇▇ ▇orm D contemplated by Section 12 herein and shall have provided AGC and the CONSULTANTS (as defined in Section 12 herein) with a legal opinion that the shares issued to CONSULTANTS, by virtue of the filing of Form D, are freely tradeable without having been registered under the 33 Act; and (vi) That TALLMAN's Board of Dire▇▇▇▇▇, ▇▇ proper and sufficient vote, shall have approved this Agreement and the transactions contemplated hereby; approved the contemplated reverse split of TALLMAN's outstanding ▇▇▇mon Stock without changing either the authorized shares or the par value; approved the change of TALLMAN's corporate nam▇ ▇▇ ▇ ▇▇me selected by AGC; approved the resignation of all of TALLMAN's current ▇▇▇▇▇▇▇rs and the election of up to three designees of AGC to serve as directors in place of TALLMAN's current ▇▇▇▇▇▇▇rs; and will have approved such other changes as are consistent with this Agreement and approved by AGC and TALLMAN; and (b) The ▇▇▇▇▇▇tions of TALLMAN and MANAGEMENT ▇▇▇▇▇ ▇his Agreement shall be and are subject to fulfillment, prior to or at the Closing of each of the following conditions: (i) That AGC's and SELLERS' representations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time and AGC and the AGC PRINCIPALS shall deliver an executed certification confirming the foregoing; (ii) That AGC and AGC PRINCIPALS shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of Closing; and (iii) That AGC's officers will have signed non- compete clauses in the form attached hereto as Exhibit "J". 8 Termination This Agreement may be terminated at any time before or at Closing, by; (a)The mutual agreement of the parties; (b)Any party if: (iv) Any provision of this Agreement applicable to a party shall be materially untrue or fail to be accomplished on or before November 30, 1998 (v) Any legal proceeding shall have been instituted or shall be imminently threatening to delay, restrain or prevent the consummation of this Agreement. Upon termination of this Agreement for any reason, in accordance with the terms and conditions restrictions set forth in this paragraph, each said party shall bear all costs and expenses as each party has incurred and no party Agreement. Any book-entry uncertificated shares or stock certificates evidencing the Restricted Shares shall be liable held in custody by the Company pending the satisfaction of the Service Requirement, and as a condition of this Award, the Participant shall, upon request, deliver to the otherCompany a stock power in the form prescribed by the Company with respect to the Restricted Shares. The delivery of any Restricted Shares pursuant to this Agreement is subject to the provisions of Paragraph 11, below. (ii) Without limiting the scope of Paragraphs 7 and 8 and other than as permitted under Paragraph 11, no Restricted Shares transferred hereunder to the Participant may be sold, assigned, transferred, pledged or otherwise encumbered, whether voluntarily or involuntarily, by operation of law or otherwise unless and until such Restricted Shares have become vested in the Participant in accordance with Paragraphs 2(d)(iii) or 4 and the requirements of Paragraph 11. (iii) Subject to the Participant’s satisfaction of the Service Requirements from the Date of Grant through each of the Service Vesting Dates set forth below, Restricted Shares transferred to Participant pursuant to this Agreement shall vest as follows: February 28, 2014 50 % February 28, 2015 100 % (iv) Subject to the limitations and restrictions contained herein, the Participant shall have all rights as a stockholder with respect to the Restricted Shares, including the rights to vote and to receive dividends and other distributions; provided, however, that any dividends or other distributions attributable to Restricted Shares that have not otherwise vested shall be subject to the same restrictions as the Restricted Shares to which they related until such restrictions lapse. Cash or other property from dividends or other distributions attributable to Restricted Shares shall not be held in trust, in escrow or otherwise pledged or set aside from the claims of general creditors. If and when Restricted Shares vest hereunder, the amount of dividends or other distributions paid on such shares while such Restricted Shares were held by Participant shall be paid or delivered, after reduction for applicable withholding, as soon as practicable, but not later than ten (10) days following date on which the underlying Restricted Shares become vested.

Restricted Shares. Legend All of the TALLMAN CI4NET Common Shares ▇▇▇▇▇▇ issued to SELLERS hereunder will be "restricted securities" as defined in Rule 144 under the 33 Act and each stock certificate issued to SELLERS hereunder, will bear the usual restrictive legend to such effect. Appropriate Stop Transfer instructions will be given to TALLMANCI4NET '' stock trans▇▇▇ ▇▇▇nttransfer agent. 27. Conditions Precedent to Closing (a) The obligations of AGC WHL and the SELLERS under this Agreement shall be and are subject to fulfillment, prior to or at the Closing, of each of the following conditions: (i) That TALLMANCI4NET's and MANAGEMEN▇'▇ ▇▇▇▇▇sentations MANAGEMENT's representations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time, and MANAGEMENT will deliver an executed certification confirming the foregoing; (ii) That TALLMAN CI4NET and MANAGEMENT ▇▇▇▇▇ ▇ave shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of the Closing; (iii) That TALLMANCI4NET's directors and ▇▇▇▇▇▇▇▇dersshareholders, by proper and sufficient vote taken either by consent or at a meeting duly and properly called and held, shall have properly approved all of the matters required to be approved by TALLMANCI4NET's directors and ▇▇▇▇▇▇▇▇dersshareholders, respectively; (iv) That TALLMAN shall have file▇ ▇▇▇ ▇otice of the reverse split required by Rule 10b-17 under that Act, and shall have sent notice to its stockholders of the transactions contemplated herein; and (v) That TALLMAN shall have file▇ ▇▇▇ ▇orm D contemplated by Section 12 herein and shall have provided AGC and the CONSULTANTS (as defined in Section 12 herein) with a legal opinion that the shares issued to CONSULTANTS, by virtue of the filing of Form D, are freely tradeable without having been registered under the 33 Act; and (vi) That TALLMANCI4NET's Board of Dire▇▇▇▇▇Directors, ▇▇ by proper and sufficient vote, shall have approved this Agreement and the transactions contemplated hereby; approved the contemplated reverse split of TALLMAN's outstanding ▇▇▇mon Stock without changing either the authorized shares or the par value; approved the change of TALLMAN's corporate nam▇ ▇▇ ▇ ▇▇me selected by AGC; approved the resignation of all of TALLMAN's current ▇▇▇▇▇▇▇rs and the election of up to three designees of AGC to serve as directors in place of TALLMAN's current ▇▇▇▇▇▇▇rs; and will have approved such other changes as are consistent with this Agreement and approved by AGC and TALLMAN; and (b) The ▇▇▇▇▇▇tions obligations of TALLMAN CI4NET and MANAGEMENT ▇▇▇▇▇ ▇his under this Agreement shall be and are subject to fulfillment, prior to or at the Closing of each of the following conditions: (i) That AGCWHL 's and SELLERS' representations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time and AGC WHL and the AGC WHL PRINCIPALS shall deliver an executed certification confirming the foregoing; (ii) That AGC WHL and AGC WHL PRINCIPALS shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of Closing; and (iii) That AGC's officers will have signed non- compete clauses in the form attached hereto as Exhibit "J". 8 Termination This Agreement may be terminated at any time before or at Closing, by; (a)The mutual agreement of the parties; (b)Any party if: (iv) Any provision of this Agreement applicable to a party shall be materially untrue or fail to be accomplished on or before November 30, 1998 (viii) Any legal proceeding shall have been instituted or shall be imminently threatening to delay, restrain or prevent the consummation of this Agreement. Upon termination of this Agreement for any reason, in accordance with the terms and conditions set forth in this paragraph, each said party shall bear all costs and expenses as each party has incurred and no party shall be liable to the other.

Restricted Shares. Legend All (i) The Restricted Shares transferred to the Participant in settlement of Earned Phantom Shares shall be represented by uncertificated shares designated for the Participant in book-entry registration on the records of the TALLMAN Common Shares ▇▇▇▇▇▇ to SELLERS hereunder will be "restricted securities" as defined in Rule 144 under Company’s transfer agent or, at the 33 Act and each discretion of the Company, by a stock certificate issued to SELLERS hereunderand registered in the Participant’s name, will bear the usual restrictive legend to such effect. Appropriate Stop Transfer instructions will be given to TALLMAN'' stock trans▇▇▇ ▇▇▇nt. 2. Conditions Precedent to Closing (a) The obligations of AGC and the SELLERS under this Agreement shall be and are in each case subject to fulfillment, prior to or at the Closing, of each of the following conditions: (i) That TALLMAN's and MANAGEMEN▇'▇ ▇▇▇▇▇sentations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time, and MANAGEMENT will deliver an executed certification confirming the foregoing; (ii) That TALLMAN and MANAGEMENT ▇▇▇▇▇ ▇ave performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of the Closing; (iii) That TALLMAN's directors and ▇▇▇▇▇▇▇▇ders, by proper and sufficient vote taken either by consent or at a meeting duly and properly called and held, shall have properly approved all of the matters required to be approved by TALLMAN's directors and ▇▇▇▇▇▇▇▇ders, respectively; (iv) That TALLMAN shall have file▇ ▇▇▇ ▇otice of the reverse split required by Rule 10b-17 under that Act, and shall have sent notice to its stockholders of the transactions contemplated herein; and (v) That TALLMAN shall have file▇ ▇▇▇ ▇orm D contemplated by Section 12 herein and shall have provided AGC and the CONSULTANTS (as defined in Section 12 herein) with a legal opinion that the shares issued to CONSULTANTS, by virtue of the filing of Form D, are freely tradeable without having been registered under the 33 Act; and (vi) That TALLMAN's Board of Dire▇▇▇▇▇, ▇▇ proper and sufficient vote, shall have approved this Agreement and the transactions contemplated hereby; approved the contemplated reverse split of TALLMAN's outstanding ▇▇▇mon Stock without changing either the authorized shares or the par value; approved the change of TALLMAN's corporate nam▇ ▇▇ ▇ ▇▇me selected by AGC; approved the resignation of all of TALLMAN's current ▇▇▇▇▇▇▇rs and the election of up to three designees of AGC to serve as directors in place of TALLMAN's current ▇▇▇▇▇▇▇rs; and will have approved such other changes as are consistent with this Agreement and approved by AGC and TALLMAN; and (b) The ▇▇▇▇▇▇tions of TALLMAN and MANAGEMENT ▇▇▇▇▇ ▇his Agreement shall be and are subject to fulfillment, prior to or at the Closing of each of the following conditions: (i) That AGC's and SELLERS' representations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time and AGC and the AGC PRINCIPALS shall deliver an executed certification confirming the foregoing; (ii) That AGC and AGC PRINCIPALS shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of Closing; and (iii) That AGC's officers will have signed non- compete clauses in the form attached hereto as Exhibit "J". 8 Termination This Agreement may be terminated at any time before or at Closing, by; (a)The mutual agreement of the parties; (b)Any party if: (iv) Any provision of this Agreement applicable to a party shall be materially untrue or fail to be accomplished on or before November 30, 1998 (v) Any legal proceeding shall have been instituted or shall be imminently threatening to delay, restrain or prevent the consummation of this Agreement. Upon termination of this Agreement for any reason, in accordance with the terms and conditions restrictions set forth in this paragraph, each said party shall bear all costs and expenses as each party has incurred and no party Agreement. Any book-entry uncertificated shares or stock certificates evidencing the Restricted Shares shall be liable held in custody by the Company pending the satisfaction of the Service Requirement, and as a condition of this Award, the Participant shall, upon request, deliver to the otherCompany a stock power in the form prescribed by the Company with respect to the Restricted Shares. The delivery of any Restricted Shares pursuant to this Agreement is subject to the provisions of Paragraph 10, below. (ii) Without limiting the scope of Paragraphs 6 and 7 and other than as permitted under Paragraph 10, no Restricted Shares transferred hereunder to the Participant may be sold, assigned, transferred, pledged or otherwise encumbered, whether voluntarily or involuntarily, by operation of law or otherwise unless and until such Restricted Shares have become vested in the Participant in accordance with Paragraphs 1(e)(iii) or 3 and the requirements of Paragraph 10. (iii) Subject to the Participant’s satisfaction of the Service Requirements from the Date of Grant through each of the Service Vesting Dates set forth below, Restricted Shares transferred to Participant pursuant to this Agreement shall vest as follows: Service Vesting Dates Cumulative Percentage of Restricted Shares Vesting on each Service Vesting Date February 28, 2014 50 % February 28, 2015 100 % (iv) Subject to the limitations and restrictions contained herein, the Participant shall have all rights as a stockholder with respect to the Restricted Shares, including the rights to vote and to receive dividends and other distributions; provided, however, that any dividends or other distributions attributable to Restricted Shares that have not otherwise vested shall be subject to the same restrictions as the Restricted Shares to which they related until such restrictions lapse. Cash or other property from dividends or other distributions attributable to Restricted Shares shall not be held in trust, in escrow or otherwise pledged or set aside from the claims of general creditors. If and when Restricted Shares vest hereunder, the amount of dividends or other distributions paid on such shares while such Restricted Shares were held by Participant shall be paid or delivered, after reduction for applicable withholding, as soon as practicable, but not later than ten (10) days following date on which the underlying Restricted Shares become vested.

Restricted Shares. Legend All As further compensation, and in addition to restricted shares of common stock (the "Outstanding Restricted Shares") that have been issued to the Executive prior to the Transition Date, the Company has issued to the Executive, for services to be rendered on and after the Transition Date, Twenty-Thousand One Hundred and Thirty-Three (20,133) shares of common stock of the TALLMAN Common Shares ▇▇▇▇▇▇ Company (the "New Restricted Shares"), subject to SELLERS hereunder will be "restricted securities" as defined in Rule 144 under the 33 Act and each stock certificate issued to SELLERS hereunder, will bear the usual restrictive legend to such effect. Appropriate Stop Transfer instructions will be given to TALLMAN'' stock trans▇▇▇ ▇▇▇nt. 2. Conditions Precedent to Closing following provisions: (a) The obligations At the close of AGC and business on the SELLERS under this Agreement shall be and are subject to fulfillmentTransition Date, prior to or at the Closing, of each of the following conditions: (i) That TALLMAN's and MANAGEMEN▇'▇ ▇▇▇▇▇sentations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time, and MANAGEMENT will deliver an executed certification confirming the foregoing; (ii) That TALLMAN and MANAGEMENT ▇▇▇▇▇ ▇ave performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of the Closing; (iii) That TALLMAN's directors and ▇▇▇▇▇▇▇▇ders, by proper and sufficient vote taken either by consent or at a meeting duly and properly called and held, shall have properly approved all of the matters required to be approved by TALLMAN's directors New Restricted Shares were duly authorized, validly issued and ▇▇▇▇▇▇▇▇ders, respectively; (iv) That TALLMAN shall have file▇ ▇▇▇ ▇otice outstanding shares of common stock of the reverse split required Company owned by Rule 10b-17 under that Act, the Executive and shall have sent notice to its stockholders of the transactions contemplated herein; were fully paid and (v) That TALLMAN shall have file▇ ▇▇▇ ▇orm D contemplated by Section 12 herein and shall have provided AGC and the CONSULTANTS (as defined in Section 12 herein) with a legal opinion that the shares issued to CONSULTANTS, by virtue of the filing of Form D, are freely tradeable without having been registered under the 33 Act; and (vi) That TALLMAN's Board of Dire▇▇▇▇▇, ▇▇ proper and sufficient vote, shall have approved this Agreement and the transactions contemplated hereby; approved the contemplated reverse split of TALLMAN's outstanding ▇▇▇mon Stock without changing either the authorized shares or the par value; approved the change of TALLMAN's corporate nam▇ ▇▇ ▇ ▇▇me selected by AGC; approved the resignation of all of TALLMAN's current ▇▇▇▇▇▇▇rs and the election of up to three designees of AGC to serve as directors in place of TALLMAN's current ▇▇▇▇▇▇▇rs; and will have approved such other changes as are consistent with this Agreement and approved by AGC and TALLMAN; and non-assessable. (b) The ▇▇▇▇▇▇tions of TALLMAN and MANAGEMENT ▇▇▇▇▇ ▇his Agreement shall be and New Restricted Shares are subject to fulfillmentthe following restrictions: (i) Subject to Section 7(c) and other provisions herein providing for the vesting of such shares, prior upon the occurrence of a triggering event as provided in Section 12(b) or 12(c) below, the Executive shall forfeit all non-vested New Restricted Shares, provided, however, that the Company shall pay the Executive an amount, if any, equal to the par value payment made by the Executive to the Company upon grant of the New Restricted Shares upon notice given by the Company to the Executive at any time within ninety (90) days after the occurrence of such triggering event (the "Forfeiture/Repurchase Right"). (ii) Subject to Section 7(c) and other provisions herein providing for the vesting of such shares, the New Restricted Shares shall not be sold or at otherwise transferred voluntarily by the Closing Executive and the New Restricted Shares shall remain subject to the Transfer Restriction until it lapses or terminates as provided for herein (the "Transfer Restriction"). (c) Six Thousand Seven Hundred and Eleven (6,711) shares of the New Restricted Shares shall vest on January 1 of each of 2007, 2008, and 2009, provided that Executive remains continuously employed by the following conditions: (i) That AGC's Company and/or any Subsidiary thereof through and SELLERS' representations and warranties contained herein shall be true and correct at the time of Closing as if on each such representations and warranties were made at such time and AGC and the AGC PRINCIPALS shall deliver an executed certification confirming the foregoing; (ii) That AGC and AGC PRINCIPALS shall have performed date. Such vesting, or complied with all agreements, terms and conditions required by this Agreement vesting pursuant to be performed or complied with by them prior to or at the time of Closing; and (iii) That AGC's officers will have signed non- compete clauses in the form attached hereto as Exhibit "J". 8 Termination This Agreement may be terminated at any time before or at Closing, by; (a)The mutual agreement of the parties; (b)Any party if: (iv) Any provision of this Agreement applicable to a party shall be materially untrue or fail to be accomplished on or before November 30, 1998 (v) Any legal proceeding shall have been instituted or shall be imminently threatening to delay, restrain or prevent the consummation other provisions of this Agreement. Upon , shall cause and constitute the lapse and termination of this Agreement for any reason, in accordance with the terms Forfeiture/Repurchase Right and conditions set forth in this paragraph, each said party shall bear all costs and expenses the Transfer Restriction as each party has incurred and no party shall be liable to the otherNew Restricted Shares that so vest. (d) Upon the occurrence of any taxable event which arises due to the vesting of New Restricted Shares, the Executive shall have the right to direct the Company to withhold the minimum number of New Restricted Shares necessary to satisfy the tax withholding liability and obligations of or relating to the Executive (both Federal and State) with respect to such vesting of New Restricted Shares, and the Company shall remit the value of the withheld New Restricted Shares to the proper governmental authorities.

Restricted Shares. Legend All (i) On the Effective Date, the Employee shall be granted an equity award (the “Award”) under the Plan of 60,000 shares (the TALLMAN Common Shares ▇▇▇▇▇▇ to SELLERS hereunder will be "restricted securities" “Incentive Shares”) of Restricted Stock (as defined in the Plan), which Incentive Shares will vest as follows: (A) 30,000 of the Incentive Shares shall vest on January 1, 2016; (B) 15,000 of the Incentive Shares shall vest on January 1, 2017; and (C) 15,000 of the Incentive Shares shall vest on January 1, 2018. (ii) Except as otherwise provided herein, any Incentive Shares that have not vested as of the date of the termination of the Employee’s employment for any reason shall be deemed void and not issued. Certificates for unvested Incentive Shares shall be retained in custody by the Company. None of the Incentive Shares may be transferred prior to the applicable vesting date, and thereafter only in compliance with the terms of this Agreement and the Plan. (iii) Upon termination of the Employee’s employment for cause (as defined below), the Company will have the right and option to purchase, and the Employee will have the obligation to sell, all of the Employee’s Incentive Shares, which option may be exercised by the Company within ninety (90) days following such termination of employment by giving written notice thereof to the Employee. The purchase price for such Incentive Shares will be $0.01 per Incentive Share. Settlement of the purchase will be made at the principal office of the Company within 30 days after delivery of such written notice. (iv) The Employee represents, warrants and covenants as follows: (A) the Employee is acquiring the Incentive Shares for the Employee’s own account for investment only, and not with a view to, or for sale in connection with, any distribution of the Incentive Shares in violation of the Securities Act of 1933, as amended (the “Securities Act”), or any rule or regulation under the Securities Act; (B) the Employee has sufficient experience in business, financial and investment matters to be able to evaluate the risks involved in acquiring the Incentive Shares and to make an informed investment decision with respect to such acquisition; and (C) the Employee understands that: (1) the offer and sale of the Incentive Shares have not been registered under the Securities Act, and the Incentive Shares are “restricted securities” within the meaning of Rule 144 under the 33 Securities Act; (2) the Incentive Shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; and (3) there is now no registration statement on file with the Securities and each Exchange Commission with respect to the offer and sale of any stock certificate issued to SELLERS hereunderof the Company, will bear the usual restrictive legend to such effect. Appropriate Stop Transfer instructions will be given to TALLMAN'' stock trans▇▇▇ ▇▇▇nt. 2. Conditions Precedent to Closing (a) The obligations of AGC and the SELLERS under this Agreement shall be Company has no obligation or current intention to register the offer and are subject to fulfillment, prior to or at the Closing, of each sale of the following conditions: (i) That TALLMAN's and MANAGEMEN▇'▇ ▇▇▇▇▇sentations and warranties contained herein shall be true and correct at Incentive Shares under the time of Closing as if such representations and warranties were made at such time, and MANAGEMENT will deliver an executed certification confirming the foregoing; (ii) That TALLMAN and MANAGEMENT ▇▇▇▇▇ ▇ave performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of the Closing; (iii) That TALLMAN's directors and ▇▇▇▇▇▇▇▇ders, by proper and sufficient vote taken either by consent or at a meeting duly and properly called and held, shall have properly approved all of the matters required to be approved by TALLMAN's directors and ▇▇▇▇▇▇▇▇ders, respectively; (iv) That TALLMAN shall have file▇ ▇▇▇ ▇otice of the reverse split required by Rule 10b-17 under that Securities Act, and shall have sent notice to its stockholders of the transactions contemplated herein; and . (v) That TALLMAN The Incentive Shares shall have file▇ ▇▇▇ ▇orm D contemplated be subject to restrictions imposed on Restricted Stock by Section 12 herein the Plan and shall have provided AGC and the CONSULTANTS (as defined in Section 12 herein) with a legal opinion that the shares issued to CONSULTANTS, by virtue of the filing of Form D, are freely tradeable without having been registered under the 33 Act; and this Agreement. (vi) That TALLMAN's Board of Dire▇▇▇▇▇, ▇▇ proper and sufficient vote, Certificates for the Incentive Shares shall have approved this Agreement and bear legends setting forth the transactions contemplated hereby; approved the contemplated reverse split of TALLMAN's outstanding ▇▇▇mon Stock without changing either the authorized shares or the par value; approved the change of TALLMAN's corporate nam▇ ▇▇ ▇ ▇▇me selected by AGC; approved the resignation of all of TALLMAN's current ▇▇▇▇▇▇▇rs and the election of up to three designees of AGC to serve as directors in place of TALLMAN's current ▇▇▇▇▇▇▇rs; and will have approved such other changes as are consistent with this Agreement and approved by AGC and TALLMAN; and (b) The ▇▇▇▇▇▇tions of TALLMAN and MANAGEMENT ▇▇▇▇▇ ▇his Agreement shall be and are subject to fulfillment, prior to or at the Closing of each of the following conditions: (i) That AGC's and SELLERS' representations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time and AGC and the AGC PRINCIPALS shall deliver an executed certification confirming the foregoing; (ii) That AGC and AGC PRINCIPALS shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of Closing; and (iii) That AGC's officers will have signed non- compete clauses in the form attached hereto as Exhibit "J". 8 Termination This Agreement may be terminated at any time before or at Closing, by; (a)The mutual agreement of the parties; (b)Any party if: (iv) Any provision of this Agreement applicable to a party shall be materially untrue or fail to be accomplished on or before November 30, 1998 (v) Any legal proceeding shall have been instituted or shall be imminently threatening to delay, restrain or prevent the consummation of this Agreement. Upon termination of this Agreement for any reason, in accordance with the terms and conditions restrictions set forth in this paragraph, each said party shall bear all costs and expenses as each party has incurred and no party shall be liable to the otherAgreement.

Restricted Shares. Legend All (i) The Restricted Shares transferred to the Participant in settlement of Earned Phantom Shares shall be represented by uncertificated shares designated for the Participant in book-entry registration on the records of the TALLMAN Common Shares ▇▇▇▇▇▇ to SELLERS hereunder will be "restricted securities" as defined in Rule 144 under Company’s transfer agent or, at the 33 Act and each discretion of the Company, by a stock certificate issued to SELLERS hereunderand registered in the Participant’s name, will bear the usual restrictive legend to such effect. Appropriate Stop Transfer instructions will be given to TALLMAN'' stock trans▇▇▇ ▇▇▇nt. 2. Conditions Precedent to Closing (a) The obligations of AGC and the SELLERS under this Agreement shall be and are in each case subject to fulfillment, prior to or at the Closing, of each of the following conditions: (i) That TALLMAN's and MANAGEMEN▇'▇ ▇▇▇▇▇sentations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time, and MANAGEMENT will deliver an executed certification confirming the foregoing; (ii) That TALLMAN and MANAGEMENT ▇▇▇▇▇ ▇ave performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of the Closing; (iii) That TALLMAN's directors and ▇▇▇▇▇▇▇▇ders, by proper and sufficient vote taken either by consent or at a meeting duly and properly called and held, shall have properly approved all of the matters required to be approved by TALLMAN's directors and ▇▇▇▇▇▇▇▇ders, respectively; (iv) That TALLMAN shall have file▇ ▇▇▇ ▇otice of the reverse split required by Rule 10b-17 under that Act, and shall have sent notice to its stockholders of the transactions contemplated herein; and (v) That TALLMAN shall have file▇ ▇▇▇ ▇orm D contemplated by Section 12 herein and shall have provided AGC and the CONSULTANTS (as defined in Section 12 herein) with a legal opinion that the shares issued to CONSULTANTS, by virtue of the filing of Form D, are freely tradeable without having been registered under the 33 Act; and (vi) That TALLMAN's Board of Dire▇▇▇▇▇, ▇▇ proper and sufficient vote, shall have approved this Agreement and the transactions contemplated hereby; approved the contemplated reverse split of TALLMAN's outstanding ▇▇▇mon Stock without changing either the authorized shares or the par value; approved the change of TALLMAN's corporate nam▇ ▇▇ ▇ ▇▇me selected by AGC; approved the resignation of all of TALLMAN's current ▇▇▇▇▇▇▇rs and the election of up to three designees of AGC to serve as directors in place of TALLMAN's current ▇▇▇▇▇▇▇rs; and will have approved such other changes as are consistent with this Agreement and approved by AGC and TALLMAN; and (b) The ▇▇▇▇▇▇tions of TALLMAN and MANAGEMENT ▇▇▇▇▇ ▇his Agreement shall be and are subject to fulfillment, prior to or at the Closing of each of the following conditions: (i) That AGC's and SELLERS' representations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time and AGC and the AGC PRINCIPALS shall deliver an executed certification confirming the foregoing; (ii) That AGC and AGC PRINCIPALS shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of Closing; and (iii) That AGC's officers will have signed non- compete clauses in the form attached hereto as Exhibit "J". 8 Termination This Agreement may be terminated at any time before or at Closing, by; (a)The mutual agreement of the parties; (b)Any party if: (iv) Any provision of this Agreement applicable to a party shall be materially untrue or fail to be accomplished on or before November 30, 1998 (v) Any legal proceeding shall have been instituted or shall be imminently threatening to delay, restrain or prevent the consummation of this Agreement. Upon termination of this Agreement for any reason, in accordance with the terms and conditions restrictions set forth in this paragraph, each said party shall bear all costs and expenses as each party has incurred and no party Agreement. Any book-entry uncertificated shares or stock certificates evidencing the Restricted Shares shall be liable held in custody by the Company pending the satisfaction of the Service Requirement, and as a condition of this Award, the Participant shall, upon request, deliver to the otherCompany a stock power in the form prescribed by the Company with respect to the Restricted Shares. The delivery of any Restricted Shares pursuant to this Agreement is subject to the provisions of Paragraph 10, below. (ii) Without limiting the scope of Paragraphs 6 and 7 and other than as permitted under Paragraph 10, no Restricted Shares transferred hereunder to the Participant may be sold, assigned, transferred, pledged or otherwise encumbered, whether voluntarily or involuntarily, by operation of law or otherwise unless and until such Restricted Shares have become vested in the Participant in accordance with Paragraphs 1(e)(iii) or 3 and the requirements of Paragraph 10. (iii) Subject to the Participant’s satisfaction of the Service Requirements from the Date of Grant through each of the Service Vesting Dates set forth below, Restricted Shares transferred to Participant pursuant to this Agreement shall vest as follows: February 28, 2014 50 % February 28, 2015 100 % (iv) Subject to the limitations and restrictions contained herein, the Participant shall have all rights as a stockholder with respect to the Restricted Shares, including the rights to vote and to receive dividends and other distributions; provided, however, that any dividends or other distributions attributable to Restricted Shares that have not otherwise vested shall be subject to the same restrictions as the Restricted Shares to which they related until such restrictions lapse. Cash or other property from dividends or other distributions attributable to Restricted Shares shall not be held in trust, in escrow or otherwise pledged or set aside from the claims of general creditors. If and when Restricted Shares vest hereunder, the amount of dividends or other distributions paid on such shares while such Restricted Shares were held by Participant shall be paid or delivered, after reduction for applicable withholding, as soon as practicable, but not later than ten (10) days following date on which the underlying Restricted Shares become vested.

Restricted Shares. Legend All As further compensation for services to be rendered on and after the Approval Date, the Company has issued to the Executive one hundred sixty-eight thousand (168,000) shares of common stock of the TALLMAN Common Shares ▇▇▇▇▇▇ Company (the "Restricted Shares"), subject to SELLERS hereunder will be "restricted securities" as defined in Rule 144 under the 33 Act and each stock certificate issued to SELLERS hereunder, will bear the usual restrictive legend to such effect. Appropriate Stop Transfer instructions will be given to TALLMAN'' stock trans▇▇▇ ▇▇▇nt. 2. Conditions Precedent to Closing following provisions: (a) The obligations At the close of AGC and business on the SELLERS under this Agreement shall be and are subject to fulfillmentApproval Date, prior to or at the Closing, of each of the following conditions: (i) That TALLMAN's and MANAGEMEN▇'▇ ▇▇▇▇▇sentations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time, and MANAGEMENT will deliver an executed certification confirming the foregoing; (ii) That TALLMAN and MANAGEMENT ▇▇▇▇▇ ▇ave performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of the Closing; (iii) That TALLMAN's directors and ▇▇▇▇▇▇▇▇ders, by proper and sufficient vote taken either by consent or at a meeting duly and properly called and held, shall have properly approved all of the matters required to be approved by TALLMAN's directors Restricted Shares were duly authorized, validly issued and ▇▇▇▇▇▇▇▇ders, respectively; (iv) That TALLMAN shall have file▇ ▇▇▇ ▇otice outstanding shares of common stock of the reverse split required Company owned by Rule 10b-17 under that Act, the Executive and shall have sent notice to its stockholders of the transactions contemplated herein; were fully paid and (v) That TALLMAN shall have file▇ ▇▇▇ ▇orm D contemplated by Section 12 herein and shall have provided AGC and the CONSULTANTS (as defined in Section 12 herein) with a legal opinion that the shares issued to CONSULTANTS, by virtue of the filing of Form D, are freely tradeable without having been registered under the 33 Act; and (vi) That TALLMAN's Board of Dire▇▇▇▇▇, ▇▇ proper and sufficient vote, shall have approved this Agreement and the transactions contemplated hereby; approved the contemplated reverse split of TALLMAN's outstanding ▇▇▇mon Stock without changing either the authorized shares or the par value; approved the change of TALLMAN's corporate nam▇ ▇▇ ▇ ▇▇me selected by AGC; approved the resignation of all of TALLMAN's current ▇▇▇▇▇▇▇rs and the election of up to three designees of AGC to serve as directors in place of TALLMAN's current ▇▇▇▇▇▇▇rs; and will have approved such other changes as are consistent with this Agreement and approved by AGC and TALLMAN; and non-assessable. (b) The ▇▇▇▇▇▇tions of TALLMAN and MANAGEMENT ▇▇▇▇▇ ▇his Agreement shall be and Restricted Shares are subject to fulfillmentthe following restrictions: (i) Subject to Section 7(c) and other provisions herein providing for the vesting of such shares, prior upon the occurrence of a triggering event as provided in Section 12(b) or 12(c) below, the Executive shall forfeit all non-vested Restricted Shares, provided, however, that the Company shall pay the Executive an amount, if any, equal to the par value payment made by the Executive to the Company upon grant of the Restricted Shares upon notice given by the Company to the Executive at any time within ninety (90) days after the occurrence of such triggering event (the "Forfeiture/Repurchase Right"). (ii) Subject to Section 7(c) and other provisions herein providing for the vesting of such shares, the Restricted Shares shall not be sold or at otherwise transferred voluntarily by the Closing Executive except to members of his immediate family or to a trust for the benefit of Executive and/or member(s) of his immediate family and/or to a partnership, limited liability company, and/or other entity owned by Executive and/or by member(s) of his immediate family (transfers to such persons being referred to herein as "exempt transfers"); and, notwithstanding any such exempt transfer, the Restricted Shares shall remain subject to the Transfer Restriction until it lapses or terminates as provided for herein (the "Transfer Restriction"). (c) One-fourth (1/4) of the Restricted Shares shall vest on July 20 of each of 2006, 2007, 2008, and 2009, provided that Executive remains continuously employed by the following conditions: (i) That AGC's Company and/or any Subsidiary thereof through and SELLERS' representations and warranties contained herein shall be true and correct at the time of Closing as if on each such representations and warranties were made at such time and AGC and the AGC PRINCIPALS shall deliver an executed certification confirming the foregoing; (ii) That AGC and AGC PRINCIPALS shall have performed date. Such vesting, or complied with all agreements, terms and conditions required by this Agreement vesting pursuant to be performed or complied with by them prior to or at the time of Closing; and (iii) That AGC's officers will have signed non- compete clauses in the form attached hereto as Exhibit "J". 8 Termination This Agreement may be terminated at any time before or at Closing, by; (a)The mutual agreement of the parties; (b)Any party if: (iv) Any provision of this Agreement applicable to a party shall be materially untrue or fail to be accomplished on or before November 30, 1998 (v) Any legal proceeding shall have been instituted or shall be imminently threatening to delay, restrain or prevent the consummation other provisions of this Agreement. Upon , shall cause and constitute the lapse and termination of this Agreement for any reasonthe Forfeiture/Repurchase Right and the Transfer Restriction as to the Restricted Shares that so vest. (d) The customary certificates representing the Restricted Shares may bear appropriate and customary legends referring to the Forfeiture/Repurchase Right and the Transfer Restriction, provided that the Company shall promptly provide to the Executive, in accordance with exchange for such certificates, replacement certificates without such legends as to any of the terms and conditions set forth in this paragraph, each said party Restricted Shares that shall bear all costs and expenses as each party has incurred and no party shall be liable become vested. (e) Upon the occurrence of any taxable event which arises due to the othervesting of Restricted Shares, the Executive shall have the right to direct the Company to withhold the number of Restricted Shares necessary to satisfy the tax withholding liability and obligations of or relating to the Executive (both Federal and State) with respect to such vesting of Restricted Shares, and the Company shall remit the value of the withheld Restricted Shares to the proper governmental authorities.

Restricted Shares. Legend All of the TALLMAN Common Shares ▇▇▇▇▇▇ to SELLERS hereunder will be "restricted securities" as defined in Rule 144 under the 33 Act and each stock certificate issued to SELLERS hereunder, will bear the usual restrictive legend to such effect. Appropriate Stop Transfer instructions will be given to TALLMAN'' stock trans▇▇▇ ▇▇▇nt. 2. Conditions Precedent to Closing (a) The obligations of AGC and the SELLERS under this Agreement shall be and are subject to fulfillment, prior to or at the Closing, of each of the following conditions: (i) That TALLMAN's and MANAGEMEN▇'▇ ▇▇▇▇▇sentations and warranties contained herein Employee shall be true granted, subject to items (iii) and correct (iv) below, “restricted shares” as provided on Exhibits A and B attached hereto. The “restricted shares” provided for on Exhibit A are hereinafter referred to as “Time-Based Shares,” the “restricted shares” provided for on Exhibit B are hereinafter referred to as “Performance Shares” and, collectively, the Time-Based Shares and the Performance Shares are hereinafter referred to as the “Restricted Shares.” The amount of Restricted Shares, the dates of grant (hereinafter, each date of grant on Exhibits A and B is referred to as “Date of Grant”), the terms and conditions of vesting and other provisions relating thereto are set forth on the respective Exhibits. All Restricted Shares shall be granted under one or more of the Company’s equity-based plans approved by the Company’s stockholders (a “Company Equity Plan”), as determined by the Company’s Compensation Committee at the time of Closing grant, except as if such representations provided in Sections 7(b)(vi) and warranties were made at such time, and MANAGEMENT will deliver an executed certification confirming the foregoing; 8(b)(vi) below. (ii) That TALLMAN and MANAGEMENT ▇▇▇▇▇ ▇ave performed or complied with The purchase price for all agreements, terms and conditions required by this Agreement to Restricted Shares shall be performed or complied with by them prior to or at the time of the Closing; $0.00. (iii) That TALLMAN's directors All grants provided for on Exhibits A and ▇▇▇▇▇▇▇▇dersB shall be subject to the availability of “restricted shares” under a Company Equity Plan on the Date of Grant, by proper except as provided in Sections 7(b)(vi) and sufficient vote taken either by consent or at 8(b)(vi) below. If there are not enough “restricted shares” available under a meeting duly Company Equity Plan on any Date of Grant, (a) any short-fall shall be allocated first to Performance Shares and properly called then to Time-Based Shares, and held, (b) the Company shall have properly approved all no obligation to make any other form of compensation available to the Employee in lieu of any short-fall. The Company shall use its best efforts to cause the stockholders of the matters required Company to be approved by TALLMAN's directors approve either an amendment to any current Company Equity Plan or the adoption of a new Company Equity Plan, to assure that, at any given time, “restricted shares” are available to fulfill the grants provided for on Exhibits A and ▇▇▇▇▇▇▇▇ders, respectively; B. (iv) That TALLMAN shall have file▇ ▇▇▇ ▇otice The Employee must be an eligible participant under a Company Equity Plan on the Date of the reverse split required by Rule 10b-17 under Grant in order to be entitled to a grant of Restricted Shares on that Actdate, except as provided in Sections 7(b)(vi) and shall have sent notice to its stockholders of the transactions contemplated herein; and 8(b)(vi) below. (v) That TALLMAN All grants of Restricted Shares shall have file▇ ▇▇▇ ▇orm D contemplated by Section 12 herein be on the form of agreement being used on the respective Date of Grant, containing, however, the specific terms set forth in this Amendment. (vi) All grants of Restricted Shares pursuant to this Amendment shall be administered pursuant to the terms and shall have provided AGC provisions of the Company Equity Plan under which they were granted. (vii) The Employee agrees that he may only sell Restricted Shares after they vest, as follows, subject to compliance with all securities’ laws: (a) Restricted Shares necessary to pay any income taxes (including withholding taxes) on the vesting thereof; (b) For Restricted Shares whose Date of Grant is the Date Hereof and October 12, 2007, any time on or after the CONSULTANTS later of two years from their date of vesting or October 12, 2011; (c) For Restricted Shares whose Date of Grant is October 12, 2008, any time on or after October 12, 2011; (d) For Restricted Shares whose Date of Grant is October 12, 2009 and October 12, 2010, any time on or after the vesting thereof; (e) With the written approval of the Company’s Compensation Committee; and/or (f) Any time on or after the death, disability or termination without cause of Employee, or after a Change In Control (as defined in Section 12 herein) with a legal opinion that the shares issued to CONSULTANTS, by virtue of the filing of Form D, are freely tradeable without having been registered under the 33 Act; and (vi) That TALLMAN's Board of Dire▇▇▇▇▇, ▇▇ proper and sufficient vote, shall have approved this Agreement and the transactions contemplated hereby; approved the contemplated reverse split of TALLMAN's outstanding ▇▇▇mon Stock without changing either the authorized shares or the par value; approved the change of TALLMAN's corporate nam▇ ▇▇ ▇ ▇▇me selected by AGC; approved the resignation of all of TALLMAN's current ▇▇▇▇▇▇▇rs and the election of up to three designees of AGC to serve as directors in place of TALLMAN's current ▇▇▇▇▇▇▇rs; and will have approved such other changes as are consistent with this Agreement and approved by AGC and TALLMAN; and (b) The ▇▇▇▇▇▇tions of TALLMAN and MANAGEMENT ▇▇▇▇▇ ▇his Agreement shall be and are subject to fulfillment, prior to or at the Closing of each of the following conditions: (i) That AGC's and SELLERS' representations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time and AGC and the AGC PRINCIPALS shall deliver an executed certification confirming the foregoing; (ii) That AGC and AGC PRINCIPALS shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of Closing; and (iii) That AGC's officers will have signed non- compete clauses in the form attached hereto as Exhibit "J". 8 Termination This Agreement may be terminated at any time before or at Closing, by; (a)The mutual agreement of the parties; (b)Any party if: (iv) Any provision of this Agreement applicable to a party shall be materially untrue or fail to be accomplished on or before November 30, 1998 (v) Any legal proceeding shall have been instituted or shall be imminently threatening to delay, restrain or prevent the consummation of this Agreement. Upon termination of this Agreement for any reason, in accordance with the terms and conditions set forth in this paragraph, each said party shall bear all costs and expenses as each party has incurred and no party shall be liable to the other8(a)(ii)).”

Restricted Shares. Legend All (i) The Restricted Shares transferred to the Participant in settlement of Earned Stock-Settled Phantom Shares shall be represented by uncertificated shares designated for the Participant in book-entry registration on the records of the TALLMAN Common Shares ▇▇▇▇▇▇ to SELLERS hereunder will be "restricted securities" as defined in Rule 144 under Company’s transfer agent or, at the 33 Act and each discretion of the Company, by a stock certificate issued to SELLERS hereunderand registered in the Participant’s name, will bear the usual restrictive legend to such effect. Appropriate Stop Transfer instructions will be given to TALLMAN'' stock trans▇▇▇ ▇▇▇nt. 2. Conditions Precedent to Closing (a) The obligations of AGC and the SELLERS under this Agreement shall be and are in each case subject to fulfillment, prior to or at the Closing, of each of the following conditions: (i) That TALLMAN's and MANAGEMEN▇'▇ ▇▇▇▇▇sentations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time, and MANAGEMENT will deliver an executed certification confirming the foregoing; (ii) That TALLMAN and MANAGEMENT ▇▇▇▇▇ ▇ave performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of the Closing; (iii) That TALLMAN's directors and ▇▇▇▇▇▇▇▇ders, by proper and sufficient vote taken either by consent or at a meeting duly and properly called and held, shall have properly approved all of the matters required to be approved by TALLMAN's directors and ▇▇▇▇▇▇▇▇ders, respectively; (iv) That TALLMAN shall have file▇ ▇▇▇ ▇otice of the reverse split required by Rule 10b-17 under that Act, and shall have sent notice to its stockholders of the transactions contemplated herein; and (v) That TALLMAN shall have file▇ ▇▇▇ ▇orm D contemplated by Section 12 herein and shall have provided AGC and the CONSULTANTS (as defined in Section 12 herein) with a legal opinion that the shares issued to CONSULTANTS, by virtue of the filing of Form D, are freely tradeable without having been registered under the 33 Act; and (vi) That TALLMAN's Board of Dire▇▇▇▇▇, ▇▇ proper and sufficient vote, shall have approved this Agreement and the transactions contemplated hereby; approved the contemplated reverse split of TALLMAN's outstanding ▇▇▇mon Stock without changing either the authorized shares or the par value; approved the change of TALLMAN's corporate nam▇ ▇▇ ▇ ▇▇me selected by AGC; approved the resignation of all of TALLMAN's current ▇▇▇▇▇▇▇rs and the election of up to three designees of AGC to serve as directors in place of TALLMAN's current ▇▇▇▇▇▇▇rs; and will have approved such other changes as are consistent with this Agreement and approved by AGC and TALLMAN; and (b) The ▇▇▇▇▇▇tions of TALLMAN and MANAGEMENT ▇▇▇▇▇ ▇his Agreement shall be and are subject to fulfillment, prior to or at the Closing of each of the following conditions: (i) That AGC's and SELLERS' representations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time and AGC and the AGC PRINCIPALS shall deliver an executed certification confirming the foregoing; (ii) That AGC and AGC PRINCIPALS shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of Closing; and (iii) That AGC's officers will have signed non- compete clauses in the form attached hereto as Exhibit "J". 8 Termination This Agreement may be terminated at any time before or at Closing, by; (a)The mutual agreement of the parties; (b)Any party if: (iv) Any provision of this Agreement applicable to a party shall be materially untrue or fail to be accomplished on or before November 30, 1998 (v) Any legal proceeding shall have been instituted or shall be imminently threatening to delay, restrain or prevent the consummation of this Agreement. Upon termination of this Agreement for any reason, in accordance with the terms and conditions restrictions set forth in this paragraph, each said party shall bear all costs and expenses as each party has incurred and no party Agreement. Any book-entry uncertificated shares or stock certificates evidencing the Restricted Shares shall be liable held in custody by the Company pending the satisfaction of the Service Requirement, and as a condition of this Award, the Participant shall, upon request, deliver to the otherCompany a stock power in the form prescribed by the Company with respect to the Restricted Shares. The delivery of any Restricted Shares pursuant to this Agreement is subject to the provisions of Paragraph 11, below. (ii) Without limiting the scope of Paragraphs 7 and 8 and other than as permitted under Paragraph 11, no Restricted Shares transferred hereunder to the Participant may be sold, assigned, transferred, pledged or otherwise encumbered, whether voluntarily or involuntarily, by operation of law or otherwise unless and until such Restricted Shares have become vested in the Participant in accordance with Paragraphs 2(d)(iii) or 4 and the requirements of Paragraph 11. (iii) Subject to the Participant’s satisfaction of the Service Requirements from the Date of Grant through each of the Service Vesting Dates set forth below, Restricted Shares transferred to Participant pursuant to this Agreement shall vest as follows: Service Vesting Dates Cumulative Percentage of Restricted Shares Vesting on each Service Vesting Date February 28, 2014 50 % February 28, 2015 100 % (iv) Subject to the limitations and restrictions contained herein, the Participant shall have all rights as a stockholder with respect to the Restricted Shares, including the rights to vote and to receive dividends and other distributions; provided, however, that any dividends or other distributions attributable to Restricted Shares that have not otherwise vested shall be subject to the same restrictions as the Restricted Shares to which they related until such restrictions lapse. Cash or other property from dividends or other distributions attributable to Restricted Shares shall not be held in trust, in escrow or otherwise pledged or set aside from the claims of general creditors. If and when Restricted Shares vest hereunder, the amount of dividends or other distributions paid on such shares while such Restricted Shares were held by Participant shall be paid or delivered, after reduction for applicable withholding, as soon as practicable, but not later than ten (10) days following date on which the underlying Restricted Shares become vested.

Restricted Shares. Legend All of the TALLMAN Common Shares ▇▇▇▇▇▇ to SELLERS hereunder will be "restricted securities" as defined in Rule 144 under the 33 Act and each stock certificate issued to SELLERS hereunder, will bear the usual restrictive legend to such effect. Appropriate Stop Transfer instructions will be given to TALLMAN'' stock trans▇▇▇ ▇▇▇nt. 2. Conditions Precedent to Closing (a) The obligations Two-thirds (2/3) of AGC the Expedia Common Shares issuable pursuant to this Agreement to the Principal Stockholders will be subject to forfeiture under certain conditions (the "Restricted Shares"). Subject to the forfeiture provisions set forth in Section 1.4.3(b), one half of the Restricted Shares shall vest and no longer be subject to such restrictions on the date which is nine (9) months from the Effective Time and the SELLERS under this Agreement other half of the Restricted Shares shall vest and no longer be and are subject to fulfillment, prior to or at such restrictions on the Closing, of each date that is eighteen (18) months from the Effective Time. (b) Each of the following conditionsPrincipal Stockholders shall agree not to sell, assign, transfer, pledge, hypothecate, or otherwise dispose of, by operation of law or otherwise, their Restricted Shares except as permitted by this Agreement. The Restricted Shares owned by each Principal Stockholder will vest so long as such Principal Stockholder has not terminated his employment with Expedia for "Good Reason" or his employment has been terminated by Expedia for "Cause." If employment is terminated for Good Reason or without Cause, all of the Restricted Shares shall vest and no longer be subject to such restrictions. For purposes of the foregoing, "Cause" shall mean termination resulting from a good faith determination by the board of directors of Expedia that there has been: (i) That TALLMAN's a repeated failure or refusal to follow the policies and MANAGEMEN▇'▇ ▇▇▇▇▇sentations directives of Expedia and warranties contained herein shall be true and correct at the failure to remedy performance within a reasonable time of Closing as if such representations and warranties were made at such time, and MANAGEMENT will deliver an executed certification confirming the foregoingafter written notice; (ii) That TALLMAN and MANAGEMENT ▇▇▇▇▇ ▇ave performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time a willful breach of the Closingduties of the employee's position and failure to remedy performance within a reasonable time after written notice; or (iii) That TALLMANany act by the employee involving disloyalty to Expedia, embezzlement, theft, material dishonesty, or a conviction of or plea of nolo contendere to a crime involving moral turpitude or a felony. For purposes of this Agreement, "Good Reason" shall mean termination resulting from (w) death, (x) Permanent Disability, (y) Expedia's directors and ▇▇▇▇▇▇▇▇ders, by proper and sufficient vote taken either by consent or at a meeting duly and properly called and held, shall have properly approved all breach of the matters required to be approved by TALLMAN's directors and ▇▇▇▇▇▇▇▇ders, respectively; (iv) That TALLMAN shall have file▇ ▇▇▇ ▇otice of the reverse split required by Rule 10b-17 under that Act, and shall have sent notice to its stockholders of the transactions contemplated herein; and (v) That TALLMAN shall have file▇ ▇▇▇ ▇orm D contemplated by Section 12 herein and shall have provided AGC and the CONSULTANTS (as defined in Section 12 herein) with a legal opinion that the shares issued to CONSULTANTS, by virtue of the filing of Form D, are freely tradeable without having been registered under the 33 Act; and (vi) That TALLMAN's Board of Dire▇▇▇▇▇, ▇▇ proper and sufficient vote, shall have approved this Agreement and the transactions contemplated hereby; approved the contemplated reverse split of TALLMAN's outstanding ▇▇▇mon Stock without changing either the authorized shares or the par value; approved the change of TALLMAN's corporate nam▇ ▇▇ ▇ ▇▇me selected by AGC; approved the resignation of all of TALLMAN's current ▇▇▇▇▇▇▇rs and the election of up to three designees of AGC to serve as directors in place of TALLMAN's current ▇▇▇▇▇▇▇rs; and will have approved such other changes as are consistent with this Agreement and approved by AGC and TALLMAN; and (b) The ▇▇▇▇▇▇tions of TALLMAN and MANAGEMENT ▇▇▇▇▇ ▇his Agreement shall be and are subject to fulfillment, prior to or at the Closing of each of the following conditions: (i) That AGC's and SELLERS' representations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time and AGC and the AGC PRINCIPALS shall deliver an executed certification confirming the foregoing; (ii) That AGC and AGC PRINCIPALS shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of Closing; and (iii) That AGC's officers will have signed non- compete clauses in the form attached hereto as Exhibit "J". 8 Termination This Agreement may be terminated at any time before or at Closing, by; (a)The mutual employment agreement of the partiesPrincipal Stockholder, or (z) the relocation of Expedia's principal executive offices outside of the Pacific Northwest. In the event that Expedia determines that there is a basis for termination for Cause, Expedia shall give written notice to the Principal Stockholder of the basis for such conclusion and such Principal Stockholder shall be given a ten (10) day period commencing on the receipt of such notice to take corrective action to cure or correct the offending act or behavior; (b)Any party if: (iv) Any provision provided that no cure period shall be allowed on the conviction or plea of this Agreement applicable nolo condendere to a party crime involving moral turpitude or a felony. "Permanent Disability" shall be materially untrue mean a physical or fail mental condition whereby the Principal Stockholder is unable to be accomplished perform the customary duties of the Principal Stockholder's position on a basis satisfactory to Expedia for a continuous period of six (6) months or before November 30, 1998 (v) Any legal proceeding shall have been instituted or shall be imminently threatening to delay, restrain or prevent the consummation of this Agreement. Upon termination of this Agreement for any reason, in accordance with the terms and conditions set forth in this paragraph, each said party shall bear all costs and expenses as each party has incurred and no party shall be liable to the otherlonger.

Restricted Shares. Legend All The Parties agree that Schedule 1 hereto sets forth an accurate listing of the TALLMAN Common Shares ▇▇▇▇▇▇ restricted common share grants to SELLERS hereunder will be "restricted securities" as defined in Rule 144 Executive under the 33 Act Amended and each stock certificate issued Restated Aircastle Limited 2005 Equity and Incentive Plan (the "Plan"), it being agreed that 147, 580 common shares (the "Restricted Shares") remain unvested under such grants as of the date hereof pursuant to SELLERS hereunder, will bear the usual restrictive legend terms of the Restricted Share Grant Agreements identified in Schedule 1 hereto (the "Restricted Share Agreements"). Subject to such effect. Appropriate Stop Transfer instructions will be given to TALLMAN'' stock trans▇▇▇ ▇▇▇nt. 2. Conditions Precedent to Closing (a1) The obligations of AGC and the SELLERS under this Agreement shall be having been executed and are subject to fulfillment, prior to or at not revoked during the Closing, of each of revocation period described in Section 16 hereof and (2) Executive's continued compliance with the following conditions: (i) That TALLMAN's and MANAGEMEN▇'▇ ▇▇▇▇▇sentations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time, and MANAGEMENT will deliver an executed certification confirming the foregoing; (ii) That TALLMAN and MANAGEMENT ▇▇▇▇▇ ▇ave performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of the Closing; (iii) That TALLMAN's directors and ▇▇▇▇▇▇▇▇ders, by proper and sufficient vote taken either by consent or at a meeting duly and properly called and held, shall have properly approved all of the matters required to be approved by TALLMAN's directors and ▇▇▇▇▇▇▇▇ders, respectively; (iv) That TALLMAN shall have file▇ ▇▇▇ ▇otice of the reverse split required by Rule 10b-17 under that Act, and shall have sent notice to its stockholders of the transactions contemplated herein; and (v) That TALLMAN shall have file▇ ▇▇▇ ▇orm D contemplated by Section 12 herein and shall have provided AGC and the CONSULTANTS (as defined in Section 12 herein) with a legal opinion that the shares issued to CONSULTANTS, by virtue of the filing of Form D, are freely tradeable without having been registered under the 33 Act; and (vi) That TALLMAN's Board of Dire▇▇▇▇▇, ▇▇ proper and sufficient vote, shall have approved this Agreement and the transactions contemplated hereby; approved the contemplated reverse split of TALLMAN's outstanding ▇▇▇mon Stock without changing either the authorized shares or the par value; approved the change of TALLMAN's corporate nam▇ ▇▇ ▇ ▇▇me selected by AGC; approved the resignation of all of TALLMAN's current ▇▇▇▇▇▇▇rs and the election of up to three designees of AGC to serve as directors in place of TALLMAN's current ▇▇▇▇▇▇▇rs; and will have approved such other changes as are consistent with this Agreement and approved by AGC and TALLMAN; and (b) The ▇▇▇▇▇▇tions of TALLMAN and MANAGEMENT ▇▇▇▇▇ ▇his Agreement shall be and are subject to fulfillment, prior to or at the Closing of each of the following conditions: (i) That AGC's and SELLERS' representations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time and AGC and the AGC PRINCIPALS shall deliver an executed certification confirming the foregoing; (ii) That AGC and AGC PRINCIPALS shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of Closing; and (iii) That AGC's officers will have signed non- compete clauses in the form attached hereto as Exhibit "J". 8 Termination This Agreement may be terminated at any time before or at Closing, by; (a)The mutual agreement of the parties; (b)Any party if: (iv) Any provision of this Agreement applicable to a party shall be materially untrue or fail to be accomplished on or before November 30, 1998 (v) Any legal proceeding shall have been instituted or shall be imminently threatening to delay, restrain or prevent the consummation of this Agreement. Upon termination of this Agreement for any reason, in accordance with including without limitation, the terms and conditions set forth in this paragraphSection 7 hereof, each said party and notwithstanding any provision in any Restricted Share Agreement or in the agreement by and between Aircastle and Executive, dated December 7, 2010 (the "Employment Agreement") to the contrary: (a) 22,580 of the Restricted Shares shall bear all costs become vested as of the April 15, 2012 and expenses as each party has incurred and no party shall be liable delivered to Executive as soon as practicable thereafter. (b) 25,000 of the Restricted Shares shall become vested as of April 15, 2012 and shall be delivered to Executive as soon as practicable thereafter. (c) 100,000 of the Restricted Shares shall be repurchased by Aircastle on April 15, 2012, for the par value of US$0.01 per share, and shall not become vested. (d) Executive acknowledges and agrees that the vesting and delivery of the Restricted Shares provided in Sections 2(a) and 2(b) is in addition to any amounts to which Executive is already entitled under Section 1 hereof and that such vesting and delivery is adequate and satisfactory consideration for the assurances made by Executive in this Agreement, including without limitation, the general release of claims set forth in Section 3 hereof. (e) Executive agrees that the Restricted Shares described in Sections 2(a) and 2(b) shall vest only in accordance with the terms and provisions of this Section 2 and that otherwise all Restricted Shares shall be forfeited, and all Restricted Share Agreements shall terminate, upon termination of employment. For the avoidance of doubt, Parent confirms that in the event Executive dies or becomes disabled on or prior to April 15, 2012, the Restricted Shares described in sections 2(a) and 2(b) shall nonetheless vest on April 15, 2012 if the conditions specified in clauses (1) and (2) above were satisfied. (f) Parent confirms and agrees that the Administrator, as defined in the Plan, has granted its approval pursuant to Section 15 of the Plan for Executive to elect to satisfy federal and state tax withholding requirements in relation to the othervestings described in Section 2(a) and 2(b) hereof by electing to have Parent repurchase a portion of such vestings at the Fair Market Value, as defined in the Plan, on the date as of which the amount of tax to be withheld is determined. Such election may be made by Executive following the 2011 full year and Q4 earnings call.

Restricted Shares. Legend All of the TALLMAN Common Shares ▇▇▇▇▇▇ to SELLERS hereunder will be "restricted securities" as defined in Rule 144 under the 33 Act and each stock certificate issued to SELLERS hereunder, will bear the usual restrictive legend to such effect. Appropriate Stop Transfer instructions will be given to TALLMAN'' stock trans▇▇▇ ▇▇▇nt. 2. Conditions Precedent to Closing (a) The obligations At the direction of AGC and the SELLERS under Managing Director, the Trustee shall enter into an Allocation Agreement with the relevant Participant each time the Trustee so directs Restricted Shares on the terms set forth in the respective Incentive Notice, in terms substantially similar to those in the form attached to this Trust Agreement as Exhibit “D”. Such agreement may contain clauses providing that the number of Shares that the respective Participant is entitled to acquire shall be and are reduced so that the taxes payable by such Participant in connection with such acquisition shall be paid by the Trustee (upon instruction of the Settlor), by the Settlor, by the Subsidiary to which it is related or by any other Person, out of the Shares subject to fulfillmentsuch reduction. (b) Each Restricted Stock Allocation Agreement will entitle the relevant Participant to receive, prior to or at the Closing, of each upon satisfaction of the following conditions: applicable Release Requirements as determined by the Administrator, one or more shares of Restricted Stock, as provided in such agreement. Once such requirements have been met, the Trustee will be instructed by the Managing Director to (i) That TALLMAN's subscribe and MANAGEMEN▇'▇ ▇▇▇▇▇sentations and warranties contained herein shall pay for the corresponding Restricted Shares or, as the case may be, pay the acquisition price of such Shares; provided that (1) in the case of capital increases, the subscription price will be true and correct at determined by the time of Closing as if such representations and warranties were made at such timeManaging Director, and MANAGEMENT (2) in the case of acquisitions of Shares, the acquisition price will deliver an executed certification confirming be the foregoingprice that complies with Governing Law; and in both cases, paid with a charge to the Cash Account, using for such purpose the resources that Vista or the Subsidiary with which such Participant is related may have deposited in such account for such purpose, as determined by the Managing Director; provided, further, that in the case of capital increases relating to Participants related to the Settlor, the same may be made by the cancellation of any account payable that Vista has with such Participant, (ii) That TALLMAN and MANAGEMENT ▇▇▇▇▇ ▇ave performed or complied with all agreementsreceive the Restricted Shares in the Escrow Account, terms and conditions required by this Agreement to which, from such moment on, will be performed or complied with by them prior to or at the time of the Closing; (iii) That TALLMAN's directors and ▇▇▇▇▇▇▇▇dersconsidered as Released Shares, by proper and sufficient vote taken either by consent or at a meeting duly and properly called and held, shall have properly approved all of the matters required to be approved by TALLMAN's directors and ▇▇▇▇▇▇▇▇ders, respectively; (iv) That TALLMAN shall have file▇ ▇▇▇ ▇otice of the reverse split required by Rule 10b-17 under that Act, and shall have sent notice to its stockholders of the transactions contemplated herein; and (v) That TALLMAN shall have file▇ ▇▇▇ ▇orm D contemplated by Section 12 herein and shall have provided AGC and the CONSULTANTS (as defined in Section 12 herein) with a legal opinion that the shares issued to CONSULTANTS, by virtue of the filing of Form D, are freely tradeable without having been registered under the 33 Act; and (vi) That TALLMAN's Board of Dire▇▇▇▇▇, ▇▇ proper and sufficient vote, shall have approved this Agreement and the transactions contemplated hereby; approved the contemplated reverse split of TALLMAN's outstanding ▇▇▇mon Stock without changing either the authorized shares or the par value; approved the change of TALLMAN's corporate nam▇ ▇▇ ▇ ▇▇me selected by AGC; approved the resignation of all of TALLMAN's current ▇▇▇▇▇▇▇rs and the election of up to three designees of AGC to serve as directors in place of TALLMAN's current ▇▇▇▇▇▇▇rs; and will have approved such other changes as are consistent with this Agreement and approved by AGC and TALLMAN; and (b) The ▇▇▇▇▇▇tions of TALLMAN and MANAGEMENT ▇▇▇▇▇ ▇his Agreement shall be and are subject to fulfillment, prior to or at the Closing of each of the following conditions: (i) That AGC's and SELLERS' representations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time and AGC and the AGC PRINCIPALS shall deliver an executed certification confirming the foregoing; (ii) That AGC and AGC PRINCIPALS shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of Closing; and (iii) That AGC's officers subject to Section 3.3(d) deliver the relevant Released Shares to the respective Participant or its Legitimate Successors, to such account at Indeval as such Participant or its Legitimate Successors have instructed in writing. (c) As of the moment the Trustee transfers the Released Shares to the Participants or their Legitimate Successors, such shares will cease to be part of the Trust Estate and, consequently, the Trustee will no longer have signed non- compete clauses any rights over them. (d) Each Restricted Stock Allocation Agreement must include the details of the account at Indeval to which the Released Shares corresponding to the respective Participant must be transferred pursuant to Section 3.3(b), unless the Managing Director determines otherwise. If the Managing Director so decides, those Released Shares that would otherwise have been transferred to the Indeval account provided for in the Option Agreement, will be kept in the Custody Account, which will continue to form attached hereto as Exhibit "J". 8 Termination This Agreement may be terminated at any time before or at Closing, by; (a)The mutual agreement part of the parties; (b)Any party if: (iv) Any provision Trust Estate as Allocated Shares in favor of this Agreement applicable to a party shall be materially untrue the corresponding Participant or fail to be accomplished on or before November 30, 1998 (v) Any legal proceeding shall have been instituted or shall be imminently threatening to delay, restrain or prevent the consummation of this Agreement. Upon termination of this Agreement for any reason, its Legitimate Successors in accordance with the terms and conditions provisions set forth in Section 6.3 of this paragraphTrust Agreement. In the aforementioned case, each said party shall bear all costs and expenses as each party has incurred and no party shall be liable the Trustee will deliver to the otherrespective Participant or his Legitimate Successors the Distributions corresponding to the corresponding Allocated Shares in the bank account instructed in writing by the respective Participant or his Legitimate Successors. (e) The Restricted Stock Award Agreements will establish the consequences derived from the termination, for any cause, of the employment relationship of such Participant.