The sale of EOIR to LLC was structured as a stock sale in which LLC acquired all of the outstanding stock of EOIR in exchange for
approximately $34 million in cash, $11 million of which was paid at closing and $23 million of which will be paid upon the successful re-award
to EOIR of the contract with the U.S. Army's Night Vision and Electronics Sensors Directorate. On April 4, 2008, the U.S Army issued EOIR a
Notice of Intent to Issue an Award with respect to this contract. Based on this information, the Company concluded that the outcome of the
contingency was determinable beyond a reasonable doubt. As a result, the Company has recorded this $23 million contingent consideration as
part of income from discontinued operations in the quarter ended March 31, 2008. The award is subject to all contract awardees meeting the
small business criteria and size standard as determined by the Small Business Administration (“SBA”). EOIR has responded to its request for
size standard information and anticipates receiving the contract award by the end of June 2008. The Company has also recorded a $300,000
deferred tax liability related to this gain, which offsets the gain from discontinued operations.
