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MIDAS MEDICI GROUP HOLDINGS, S-1/A Filing

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MIDAS MEDICI GROUP HOLDINGS,  S-1/A Filing Powered By Docstoc
					                 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 30 , 2009
                                                                         FILE NO. 333- 161522

                                                          UNITED STATES
                                              SECURITIES AND EXCHANGE COMMISSION
                                                        Washington, D.C. 20549

                                                                Amendment No. 1 to
                                                                   FORM S-1

                               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933




                                                  MIDAS MEDICI GROUP HOLDINGS, INC.
                                                 (Exact name of registrant as specified in its charter)



                      Delaware                                         8742                                           37-1532843
    (State or jurisdiction of incorporation or        (Primary Standard Industrial Classification
                                                                                                          (I.R.S. Employer Identification No.)
                  organization)                                   Code Number)


                                                           445 Park Avenue, 20 th Flr.
                                                          New York, New York 10022
                                                                (212) 792-0920
                                          (Address and telephone number of principal executive offices)

                                                             Nana Baffour, CFA
                                              Chief Executive Officer & Co-Executive Chairman
                                                          445 Park Avenue, 20 th Flr.
                                                         New York, New York 10022
                                                                (212) 792-0920
                                           (Name, address and telephone number of agent for service)

                                                               Thomas A. Rose, Esq.
                                                            Marcelle S. Balcombe, Esq.
                                                       Sichenzia Ross Friedman Ference LLP
                                                             61 Broadway, 32 nd Floor
                                                           New York, New York 10006
                                                                 T: (212) 930-9700
                                                                 F: (212) 930-9725

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes
effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933 check the following box. 

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

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

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


 Large accelerated filer                         Non-accelerated filer
 Accelerated filer                               Smaller reporting company
                                                 CALCULATION OF REGISTRATION FEE

                                                                                                                Proposed
                                                                                             Proposed           Maximum
                                                                                            Maximum             Aggregate         Amount of
Title of each class of securities                                     Amount to be        Offering Price         Offering         Registration
to be registered                                                       Registered          Per Share (1)          Price               Fee
Common Stock, $0.001 par value (2)                                          550,000       $         6.50      $ 3,575,000       $         199.48
Common Stock, $0.001par value (3)                                            25,000       $         7.80      $     195,000     $          10.88
Total Registration Fee                                                                                                          $         210.36 *


*Previously paid.
(1) Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(o) under the Securities Act of 1933.
(2) Includes shares of common stock issuable upon the exercise of a 45-day option granted to the registration to the underwriter to cover
over-allotments, if any.
(3) Issuable to the underwriter upon exercise of warrants of the registrant, exercisable at no less than 120% of the initial public offering price of
the registrant‘s shares and expiring five years from the effective date of this registration statement.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE
NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT
WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE
IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY
DETERMINE.
The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration
statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is
not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.


Preliminary Prospectus                                                                   Subject To Completion, Dated September 30 , 2009




                                                MIDAS MEDICI GROUP HOLDINGS, INC.

                                                         500,000 Shares of Common Stock

This is a firm commitment public offering of 500,000 shares of our common stock. We expect that the public offering price of our common
stock will be between $6.00 and $6.50 per share.

We are a reporting company under Section 13 of the Securities Exchange Act of 1934, as amended.

There is no public market for our securities. On or before the date of this prospectus, we intend to have our common stock quoted for trading
on the FINRA OTC Bulletin Board. There can be no assurance that our common stock will ever be quoted on a quotation service or a stock
exchange or that any market for our securities will develop.

Investing in our securities involves a high degree of risk. See ―Risk Factors‖ beginning on page 9 of this prospectus for a discussion of
information that should be considered in connection with an investment in our securities.

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

                                                                       Underwriting                          Proceeds, to
                                            Public                     Discount and                           Us, Before
                                        Offering Price                Commissions (1)                        Expenses (2)
             Per share             $                           $                                    $
             Total                 $                           $                                    $
 (1) Does not include a non-accountable expense allowance equal to 2% of the gross proceeds of this offering payable
     to __________ as representative of the several underwriters and other expenses of this offering estimated at $260,000. We have
     also agreed to issue to the representative of the underwriters warrants to purchase up to 25,000 shares of our common stock at an
     exercise price equal to 120% of the per share offering price.
 (2) We estimate that the total expenses of this offering, excluding the underwriters‘ discount and non accountable expenses
     allowance, will be approximately $350,000.

      We have granted the underwriters a 45-day option to purchase up to 50,000 additional shares from us to cover over-allotments, if any. If
the underwriters exercise the over-allotment option in full, the net proceeds to us will be $________.

       We are offering the shares for sale on a firm-commitment basis. The underwriters expect to deliver our securities to investors in the
offering on or about ___________ , 2009.
The date of this prospectus is_________, 2009.
Until [ * ], 2009, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to
deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect
to their unsold allotments or subscriptions.

No dealer, salesperson or any other person is authorized to give any information or make any representations in connection with this
offering other than those contained in this prospectus and, if given or made, the information or representations must not be relied
upon as having been authorized by us. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any
security other than the securities offered by this prospectus, or an offer to sell or a solicitation of an offer to buy any securities by
anyone in any jurisdiction in which the offer or solicitation is not authorized or is unlawful.

                                                          TABLE OF CONTENTS

                                                                                                                                       Page
Prospectus Summary                                                                                                                        1
The Offering                                                                                                                              7
Summary Financial Data                                                                                                                    8
Risk Factors                                                                                                                              9
Determination of Offering Price                                                                                                          16
Special Note Regarding Forward-Looking Statements                                                                                        16
Use of Proceeds                                                                                                                          17
Capitalization                                                                                                                           17
Dilution                                                                                                                                 18
Unaudited Pro Forma Condensed Consolidated Financial Data                                                                                19
Management‘s Discussion and Analysis of Financial Condition and Results of Operations                                                    25
Business                                                                                                                                 33
Description of Properties                                                                                                                46
Legal Proceedings                                                                                                                        46
Market for Common Stock and Related Stockholder Matters                                                                                  46
Directors, Executive Officers, Promoters and Control Persons                                                                             48
Executive Compensation                                                                                                                   52
Security Ownership of Certain Beneficial Owners and Management                                                                           54
Certain Relationships and Related Transactions                                                                                           55
Underwriting                                                                                                                             56
Description of Securities                                                                                                                58
Legal Matters                                                                                                                            59
Experts                                                                                                                                  59
Changes in Registrant‘s Certifying Accountant                                                                                            59
Disclosure of Commission Position of Indemnification for Securities Act Liabilities                                                      59
Where you can find more Information                                                                                                      60
Index to Financial Statements                                                                                                           F-1

You should rely only on the information contained or incorporated by reference to this prospectus in deciding whether to purchase our
common stock. We have not authorized anyone to provide you with information different from that contained or incorporated by
reference to this prospectus. Under no circumstances should the delivery to you of this prospectus or any sale made pursuant to this
prospectus create any implication that the information contained in this prospectus is correct as of any time after the date of this
prospectus. To the extent that any facts or events arising after the date of this prospectus, individually or in the aggregate, represent a
fundamental change in the information presented in this prospectus, this prospectus will be updated to the extent required by law.

We obtained statistical data, market data and other industry data and forecasts used throughout this prospectus from market
research, publicly available information and industry publications. Industry publications generally state that they obtain their
information from sources that they believe to be reliable, but they do not guarantee the accuracy and completeness of the information.
Nevertheless, we are responsible for the accuracy and completeness of the historical information presented in this prospectus, as of the
date of the prospectus.
                                                          PROSPECTUS SUMMARY

This summary highlights certain information appearing elsewhere in this prospectus. For a more complete understanding of this offering, you
should read the entire prospectus carefully including the risk factors, our business description and the consolidated financial statements and
notes related to those statements included elsewhere in this prospectus. Unless the context indicates otherwise, as used in this prospectus,
―Midas Medici‖ or the ―Registrant‖ refers only to Midas Medici Group Holdings, Inc., a Delaware corporation, and ―we‖, ―us‖, ―our‖ or
the ―Company‖ refers to Midas Medici, together with our wholly-owned subsidiary Utilipoint International, Inc. (―Utilipoint‖) and its 60%
owned subsidiary The Intelligent Project LLC. The term ―year‖ or ―fiscal year‖ refers to the year ended December 31. All share and per
share information assumes an initial offering price of $6.25 per share.

                                                      Midas Medici Group Holdings, Inc.

Overview

We are a clean energy company that provides services to utilities and others to further the development of the electric grid. The electric grid is
the entire infrastructure available to generate, transmit, and distribute electricity to end users. We define the ―Smart Grid‖ as the electric grid,
enhanced by a full spectrum of technologies and solutions designed to make it function more efficiently, reliably and securely.

In much the same way that technological advances in microprocessors, power electronics and the internet revolutionized the
telecommunications industry, we believe these technological advances are transforming the traditional electric grid into a smarter grid and
significantly improving its capabilities. Key elements of the Smart Grid include the ability to: introduce clean energy sources into the grid;
collect, transmit, store and analyze data from the grid; communicate information between all segments of the grid; automate certain functions
of the grid using advanced control systems and devices; and reduce the carbon footprint using various products, processes and services. In
October 2008, the U.S. Department of Energy released a study, ―The Smart Grid: An Introduction‖, in which it estimated that Smart Grid
enhancements will ease congestion and increase utilization of full capacity, sending between 50% to 300% more electricity through the existing
electric grid.

Through our wholly-owned subsidiary, Utilipoint International, Inc. ("Utilipoint"), we provide energy industry consulting services in seven
practice areas that encompass the entire energy and utility value chain, including:

    Smart Meter Deployment,
    Energy Investments & Business Planning,
    CommodityPoint,
    Meter-to-Cash,
    Pricing & Demand Response,
    Public & Regulatory Issues Management, and
    The Intelligent Project.

Our clients include utilities, investors, regulators, and energy industry vendors and service providers, both domestically and internationally.
According to the International Energy Agency‘s (―IEA‖) World Energy Outlook 2008, electric power infrastructure will require cumulative
worldwide investment of over $13.6 trillion (in year-2007 dollars) from 2007-2030. On a national level, and according to the Brattle Group,
investment totaling approximately $1.5 trillion will be required between 2010 and 2030 to pay for grid infrastructure in the United States 1 . We
believe we are well positioned to benefit from this anticipated market opportunity




1   The Brattle Group, ―Transforming America‘s Power Industry‖, November 2008




                                                                         1
With its corporation origins dating back to 1933, Utilipoint built its brand name in the power utility industry by supplying market data
intelligence to major United States utilities spanning the entire market segment from generation to consumption. Today, Utilipoint is a full
service energy-focused consulting firm, providing independent research-based information, analysis, and consulting to energy companies,
utilities, investors, regulators, and industry service providers.

With Utilipoint‘s acquisition of 60% of The Intelligent Project, LLC, completed in July 2009, we now have the ability to provide consulting
services to help clients understand and consider the Smart Grid‘s impact on electricity consumers. We believe this knowledge will provide
critical intelligence to enable our clients to successfully deploy Smart Grid solutions. We provide our consulting services and proprietary
research using multi-disciplinary teams with deep subject matter expertise, highly analytical methodologies, primary research and
technology-enabled tools. We also host annual conferences in the U.S. and Europe targeted to our client base to discuss topical issues in the
Clean Energy and Smart Grid sector. We have 23 employees, including many whom we believe are recognized leaders in their respective
fields. As of June 30, 2009, more than 50% of our professional staff held post-graduate degrees in such diverse fields as economics,
engineering, business administration, information technology, law, life sciences and public policy. Our senior managers have considerable
industry and project management experience and an average tenure of more than 20 years in the industry. We believe this diverse pool of
intellectual capital is what enables us to assemble the multi-disciplinary teams that can provide creative solutions to our clients‘ most pressing
problems. We are headquartered in New York, New York where our management team resides. Our subsidiary, Utilipoint is headquartered in
Albuquerque, New Mexico, with two domestic regional offices in Tulsa, Oklahoma and Houston, Texas, and it maintains international
operations through its office in Brno, Czech Republic. The Intelligent Project, LLC is located in West Lafayette, Indiana.

Our Business Strategy

Our business strategy is to leverage the knowledge and experience of Utilipoint and the experience of our management team‘s 20 years of
investing in and operating energy services companies. Prior to joining our company. Our management team has acquired and operated
businesses with an aggregate enterprise value of approximately $600 million in the energy services sector. We intend to identify new areas of
growth and expand our activities beyond our current consulting business. We will seek to execute this strategy through organic growth and
acquisitions. Targeted areas of growth include: engineering services, data warehousing and information technologies and financial services.

Pursue strategic acquisitions

The core of our growth strategy hinges upon executing strategic acquisitions of companies providing services and solutions that support the
development of the Smart Grid. We plan to pursue a disciplined acquisition strategy to obtain new customers, increase our size and market
presence and obtain capabilities that complement our existing portfolio of services, while focusing on cultural compatibility and financial
impact.

Some of the types of businesses that we have currently identified for possible acquisition include:

Engineering companies that provide enabling solutions to the Smart Grid infrastructure;
Technology companies that provide data warehousing technology infrastructure and data center solutions;
Companies that facilitate financing of energy efficiency initiatives for consumers and commercial enterprises; and
Other companies or products and services aimed at commercial/industrial customers and consumers to impact the Smart Grid.


                                                                         2
Currently we have no agreements, plans or arrangements with any third parties for any one or more acquisitions. There can be no assurance
that we will be able to consummate any strategic acquisitions, or even if we are able to do so, that any one or more of the acquisitions will
prove to be profitable or otherwise beneficial to our company.

Leverage our management team’s diverse industry experience

Our management team, led by our CEO, Nana Baffour, and President, Johnson Kachidza, possesses a breadth and depth of industry experience
which we believe will enable us to achieve our growth objectives. We believe that collectively, our relationships with executive level
management at utilities, regulators, vendors, technology leaders and investment professionals who are active in the utility space will serve us
well as we continue to execute our business strategy. We believe that their experience and expertise will maximize our chances of succeeding
in acquiring and managing energy services companies with customers that include utilities, educational institutions, automobile manufacturers,
architectural engineering firms, technology providers, general manufacturers and local municipalities.

Grow our client base and increase the scope of services provided to existing clients

According to The Athena Institute‘s research report entitled ― Poised for Profit II: Prospects for the Smart Energy Sector in the Pacific
Northwest ‖, 2003 , the energy consulting and energy services market is sized at approximately $2.5 billion and growing 15-20%
annually. The overall Smart Grid market opportunity, according to the Energy Information Administration‘s (―EIA‖) World Energy Outlook
2008 , is approximately $13.6 trillion (in year-2007 dollars) from 2007-2030. We intend to capitalize on this large market and grow our client
base by expanding our geographic presence domestically and internationally, while maintaining strong relationships with our current clients by
increasing the scope of services provided to them. In addition, we intend to invest in development and marketing initiatives in order to
strengthen our brand recognition among potential clients.

Focus on higher margin contracts and recurring revenue

We plan to focus our efforts on obtaining energy consulting assignments in the form of subscription-based revenues and bundled service
agreements, which we believe will provide us with higher profit margins and a larger base of annually recurring revenue. We also intend to
expand and improve our existing databases of industry knowledge in order to increase our revenues from subscriptions to those databases .

Strengthen our end-to-end service offerings

We plan to leverage our strong client and industry relationships to increase our revenue from research, advisory and consulting services, which
include information technology solutions, executive level consortiums, primary research, project management, project delivery and
conferences.

Build upon our brand equity

Through our subsidiary Utilipoint, we enjoy 76 years of brand recognition as an energy industry expert. We intend to distinguish ourselves as a
diversified Clean Energy and Smart Grid focused company.

Capitalize on operating leverage

We are building a corporate infrastructure and internal systems that we believe when in place would be readily scalable and can accommodate
significant growth without a proportionate increase in expense.


                                                                       3
Competition

We operate in a highly competitive and fragmented marketplace and compete against a number of firms in each of our key markets. A
substantial number of these firms have significantly greater infrastructure and financial resources than our company.

Industry Background

The Electric Power Industry

The electric power industry can be broken into four components: Generation, Transmission, Distribution, and End-Use Consumption.
Generation is the process of producing electric energy or the amount of electric energy produced by transforming other forms of energy,
commonly expressed in kilowatt hours (―kWh‖) or megawatt hours (―MWh‖). Transmission refers to the high-voltage, long-distance transfer of
electricity. Distribution refers to medium-voltage, medium-distance transport from transmission substations to customer meters. End-Use
Consumption is the use of electricity by residential, commercial and industrial consumers.

Substantive regulation of the utility industry at the federal level began with the passage of the Public Utility Holding Company Act of 1935,
(―PUHCA‖). PUHCA regulated vertically integrated monopolies that were designed to manage the mission critical service of generating,
transmitting and distributing electricity to end users in predefined service regions. These vertically integrated utilities are also regulated at the
federal level by the Federal Energy Regulatory Commission (―FERC‖) and at the state level by the Public Utility Commissions
(―PUCs‖). FERC regulates the interstate transmission of natural gas, oil and electricity, including wholesale sales of electricity outside the
utility predefined service region, while PUCs generally regulate the quality of service and rates charged to retail customers. The rates are
designed to recover a PUC determined return on the investment, as well as other cost of service expenses.

The benefits of the monopoly nature of the industry have been questioned and challenged over the past 30 years. FERC and the PUCs have
driven an industry restructuring to enable and encourage the development of more efficient generation sources with reduced carbon footprints
and to permit increased competition in order to reduce prices. Restructuring throughout North America, including in New England, New York,
the Mid-Atlantic, the Midwest, Texas, California, and Ontario, Canada, is fostering a competitive environment in the industry. In these
restructured markets, utility companies continue to operate and maintain the local distribution lines, delivering electricity to consumers as
before, but power generators and electricity suppliers are now allowed to openly compete for business. Grid operators, comprised of
independent system operators, referred to as ISOs, or regional transmission organizations, referred to as RTOs, have been formed in these
restructured markets to take control of the operation of the regional power system, including transmission lines and energy trading,
coordinating the wholesale of electricity, and establishing fair and efficient markets. These grid operators are responsible for maintaining
federal reliability standards designed to avoid service disruptions.

Increasingly, grid operators and utilities in both restructured markets and in traditionally regulated markets are challenged to provide electricity
reliably during periods of peak demand. Recently, Government legislation, such as the Energy Policy Act of 2005, The Clean Air Act of 2005,
the Energy Independence and Security Act of 2007, the American Recovery and Reinvestment Act of 2009 and the Clean Energy and Security
Act of 2009, has been promulgated to address national and global issues pertaining to energy security, energy independence and environmental
concerns. The key structural changes in the utility industry and recent legislation have all laid the groundwork for the implementation and
acceleration of the Smart Grid by:

 Expanding the sources of generation to include more efficient and environmentally friendly resources such as solar, biomass and wind;
 Opening access to the transmission and distribution system to facilitate wholesale trading of electricity between regions to introduce
  competition; and
 Providing consumers with choices of where to purchase power further promoting competition.

Once implemented, we believe the Smart Grid will address the current constraints of the existing grid and make it function more efficiently, by:

 Improving reliability through the enhanced monitoring of the grid using technology-based tools such as digital electronics, visualization
  technologies and advanced controls to avoid power outages;
 Maintaining power affordability by facilitating competition and energy efficiency through reduced usage;
 Reinforcing U.S. global competitiveness by promoting energy independence and energy security;
 Fully accommodating renewable energy sources into the grid;
 Helping reduce the carbon footprint by decreasing consumption and thus reducing the need to build new fossil fuel power plants;
 Facilitating cost savings for utilities by automating tasks such as meter reading or remote grid monitoring; and
 Introducing efficiencies yet to be envisioned driven by further advances to the Smart Grid.


                                                                          4
Recent acceleration in demand for power on a global and national scale. According to the EIA, overall U.S. electricity consumption will be
about five trillion gigawatt hours (―GWh‖) by 2030 ( World Energy Outlook 2009 ) which will require about 218 gigawatts (―GW‖) of new
generating capacity during the 2007 to 2030 period ( Annual Energy Outlook 2009 ) although only 47 GW is under plan today. Given the
supply and demand disparity, along with constraints in building new generation capacity, including construction and environmental costs, the
Smart Grid provides a cost-effective and practical opportunity to optimize the grid to accommodate the increased electric energy demand while
minimizing these costs.

The Cost of Under-Investment and Grid Deterioration. Historically, investment in expanding the grid infrastructure has not generally kept
pace with the increase in demand, creating increased congestion and sub-optimization of utility operations. The Smart Grid offers a practical
solution to optimize the current grid, with minimal physical upgrades, in order to meet future demand.

An Evolving Regulatory Framework. Driven by national and global environmental, energy security, and energy dependence concerns, new
and existing legislation will continue to put constrains on the ability to meet energy demand by building more power plants. As such, the Smart
Grid presents a cost effective solution to meet future electric energy needs within the constraints of present and anticipated legislation and
environmental policy.

Competitive Strengths

Experienced management team . Our management team possesses extensive experience acquiring and integrating energy services businesses,
relationships with senior executives throughout the electric energy industry and acomprehensive understanding of the US regulatory
framework. Our management team is also experienced in operating and growing businesses. With an average tenure of 20 years in the industry,
members of our management have a history of successfully building companies into stable and positive cash flow generating assets through
strategic and operational oversight and leveraging critical partnerships.

Highly experienced professional staff with deep subject matter knowledge.             Management believes the thought leadership and in-depth
subject matter knowledge of our experts coupled with our corporate experience developed over decades of providing advisory services at the
intersection of electricity and technology make us a valuable resource to our clients and distinguish us from our competitors.

Versatile advisory services practice.       We believe our advisory approach to consulting and understanding of our clients‘ requirements and
objectives, gives us a significant competitive advantage, permitting us to gain access to key client decision makers during the initial phases of
their policy, program, project or initiative which we hope to leverage into opportunities for other facets of our business.

Proprietary analytics and methods which allow us to deliver superior solutions to clients. We have developed energy-planning,
benchmarking and pricing models that are used by municipalities and commercial entities around the world. In addition, we have developed a
suite of proprietary tools, databases and project management methodologies that are available to be utilized on client engagements and
leveraged to develop proprietary products.


                                                                         5
Corporate History

We were incorporated in the State of Delaware on October 30, 2006 under the name Mondo Acquisition I, Inc. We were formed as a vehicle to
pursue a business combination through the acquisition of, or merger with, an operating business. From inception until May, 2009, we were
engaged in organizational efforts and obtaining initial financing. On May 15, 2009, our then sole shareholder, Mondo Management Corp., and
Midas Medici Group, Inc. entered into a Purchase Agreement. Pursuant to the Purchase Agreement, Mondo Management Corp. sold 100%
of the issued and outstanding capital stock of the Company to Midas Medici Group, Inc. The execution of the Purchase Agreement resulted in a
change in control of the Company, both in its shareholding and management. Effective May 22, 2009, we changed our name to Midas Medici
Group Holdings, Inc.

On August 10, 2009, we entered into an agreement to acquire Utilipoint (the "Acquisition Agreement", also referred to in this document as the
"Plan of Merger and Reorganization" or the "Merger Agreement"). The Acquisition Agreement was entered into with Utilipoint and Utilipoint
Acquisition Co., a New Mexico corporation and wholly-owned subsidiary of the Company (the "Acquisition Sub"). Pursuant to the Acquisition
Agreement, Acquisition Sub merged with and into Utilipoint and Utilipoint became our wholly-owned subsidiary on August 21, 2009. At the
closing of the Acquisition Agreement on August 21, 2009, we ceased to be a "blank check" company. In connection with the Merger, we
issued an aggregate of 1,348,516 shares of common stock to the Utilipoint stockholders in exchange for 42,191 Utilipoint common shares and
172,597 options in exchange for 5,400 Utilipoint options. In addition, Knox Lawrence International, LLC., KLI IP Holdings, Inc. and UTP
International LLC, former shareholders of Utilipoint, acquired an aggregate of 889,444 of shares of our common stock and 27,168 options at
the closing of the Merger. Nana Baffour, our CEO and Johnson Kachidza, our President, are key shareholders of Knox Lawrence International,
LLC., KLI IP Holdings, Inc. and UTP International, LLC. Also, at the closing of the Merger, we issued options to purchase 25,000 shares of
our common stock to David Steele, President of Utilipoint and options to purchase 10,000 of our common stock each to Peter Shaw, Managing
Director of Utilipoint and Stephen Schweich, our Director.

Corporate Information

Our executive offices are located at 445 Park Avenue, 20 th Floor, New York, New York, 10022. Our telephone number is (212) 792-0920.
Utilipoint‘s web address is www.utilipoint. com . The information contained on, or that can be accessed through, Utilipoint‘s website is not a
part of this prospectus. We have included the website address in this prospectus solely as an inactive textual reference.


                                                                       6
                                                                 The Offering


Securities being offered                              500,000 shares of common stock.

Over-allotment option                                 Up to an additional 50,000 shares of common stock may be issued in the
                                                      event that the underwriters exercise their over-allotment option within 45
                                                      days of the effective date of the registration statement of which this
                                                      prospectus is a part.

Common stock outstanding before                       2,310,516 shares
this offering

Common stock outstanding after this offering          2,810,516 shares (1)

Use of proceeds                                       Repayment of debt and accrued expenses; website and database upgrades;
                                                      marketing and infrastructure expenses; and working capital, including
                                                      acquisition and transactions costs.

Underwriters‘ compensation                             8% of the public offering price
                                                       2% non-accountable expense allowance
                                                       Warrants to purchase 25,000 shares of common stock at an exercise price
                                                      of 120% of the public offering price, expiring on the fifth anniversary of
                                                       the effective date of the registration statement of which this prospectus is a part.

Risk Factors                                          The securities offered by this prospectus are speculative and involve a high
                                                      degree of risk and investors purchasing securities should not purchase the
                                                      securities unless they can afford the loss of their entire investment. See
                                                      ―Risk Factors‖ beginning on page 9.



_______________________________
(1) Excludes (i) up to 50,000 shares of common stock that may be sold by us to the underwriters to cover over-allotments, (ii) 25,000 shares of
our common stock issuable upon exercise of warrants to be issued to the lead underwriter in connection with this offering, and (iii) 650,000
shares of common stock reserved for issuance under our stock option plan.

.


                                                                        7
                                               Summary Historical and Pro Forma Financial Data

In the table below we provide you with summary historical consolidated financial data and summary pro forma consolidated financial data of
Midas Medici Group Holdings, Inc. (formerly Mondo Acquisition I, Inc.) and Utilipoint International, Inc. for the year ended December 31,
2008 and the six month period ending June 30, 2009, derived from our historical audited and unaudited condensed consolidated financial
statements included elsewhere in this prospectus. We have prepared the unaudited condensed consolidated interim financial information set
forth below on the same basis as our audited consolidated financial statements. (See Page 21 for merger and offering adjustments).

The summary unaudited pro forma consolidated financial data for the fiscal year ended December 31, 2008 and the six month period ended
June 30, 2009 has been prepared to give effect to the acquisition transaction in the manner described under ―Unaudited Pro Forma Condensed
Consolidated Financial Data‖ and the notes thereto. The pro forma adjustments are based upon available information and certain assumptions
that we believe are reasonable. The summary unaudited pro forma consolidated financial data are for additional informational purposes only
and do not purport to represent what results of operations actually would have been if the Acquisition transaction had occurred at any date, and
such data do not purport to project the results of operations for any future period. See page 21 for merger and offering adjustments.

Historical results are not necessarily indicative of the results that may be expected for any future period. The information presented below is
only a summary and should be read in conjunction with our consolidated financial statements and related notes and ―Management's Discussion
and Analysis of Financial Condition and Results of Operations‖ included elsewhere in this prospectus.



                                    Historical                                                         Historical
                            Midas                                                          Midas
                           Medici                                                         Medici
                           Group                                                          Group
                          Holdings,          Utilipoint                                  Holdings,             Utilipoint
                             Inc.       International, Inc.            Pro Forma            Inc.           International, Inc.        Pro Forma
                         Fiscal Year                                                    Six Months
                           Ended        Fiscal Year Ended              Year Ended         Ended            Six Months Ended           Six Months
                         December                                                                                                     Ended June
                             31,           December 31,            December 31,             June 30,            June 30,                  30,
                            2008               2008                    2008                   2009                2009                   2009
Statement of
Operations Data

Net Revenues             $           -     $         3,660,941     $      3,660,941     $              -   $        1,729,558     $      1,729,558
Cost of Services                     -               2,037,046            2,037,046                    -              930,558              930,558
      Gross Margin                   -               1,623,895            1,623,895                    -              799,000              799,000

Operating Expenses
  Selling, general and
administrative                     858               1,777,613            2,128,471                100                815,007            1,165,107
  Depreciation and
amortization                         -                  17,845             561,103                     -                9,414             281,043
  Management fees                    -                 100,000             100,000                     -               50,000              50,000
       Total operating
expenses                           858               1,895,458            2,789,574                100                874,421            1,496,150
       Operating
income (loss)                     (858 )              (271,563 )         (1,165,679 )             (100 )              (75,421 )           (697,150 )

Other Income
(Expense)
  Interest income                    -                       1                    1                  -                      1                    1
  Interest expense                   -                 (63,942 )            (32,264 )                -                (43,064 )            (23,548 )
  Other income                       -                       -                    -              1,196                      -                1,196
       Total other
income (expense)                     -                 (63,941 )            (32,263 )            1,196                (43,063 )            (22,351 )
  Income (loss)
before income taxes               (858 )              (335,504 )         (1,197,943 )            1,096               (118,484 )           (719,501 )
Provision (benefit)
for income taxes                      -           (35,815 )           (35,815 )              -            2,077               2,077
Net income (loss)                  (858 )        (299,689 )        (1,162,128 )          1,096         (120,561 )          (721,578 )

Preferred stock dividends and
dividend accretion
   Preferred stock
stated dividends                       -         (136,500 )         (136,500 )                -          (68,250 )          (68,250 )
   Preferred stock
dividend accretion                     -         (279,353 )                  -                -        (172,732 )                  -
Net loss applicable to
common stockholders $              (858 )   $    (715,542 )    $   (1,298,628 )   $      1,096    $    (361,543 )    $     (789,828 )


Net loss per share applicable to
common
  stockholders - basic
and diluted              $             -    $       (33.63 )   $        (0.42 )   $        0.00   $       (16.27 )   $        (0.27 )


Weighted average
common shares
  outstanding - basic        1,000,000              21,275         3,073,516          1,000,000           22,223          2,885,809


Weighted average
common shares
  outstanding -
diluted                      1,000,000              21,275                            1,000,000           22,223          2,885,809


Balance Sheet Data
Cash and cash
equivalents             $          5,944    $     144,546                         $           -   $       2,177      $    1,986,554
Total assets                       5,944          776,875                                     -         679,163          11,336,895
Total liabilities                  2,689        2,292,245                                     -       2,514,949           1,446,632
Stockholders' equity
(deficit)                          3,255        (1,515,370 )                                  -       (1,835,786 )        9,890,263
Total liabilities and
stockholders' equity
(deficit)                          5,944          776,875                                     -         679,163          11,336,895




                                                                   8
                                                                RISK FACTORS

An investment in our common stock involves risk. You should carefully consider the risks described below which are material and inherent in
this offering together with all of the other information included in this prospectus before making an investment decision with regard to our
securities. The statements contained in or incorporated into this prospectus that are not historic facts are forward-looking statements that are
subject to risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by forward-looking
statements. If any of the following risks actually occurs, our business, financial condition or results of operations could be harmed. In that
case, the trading price of our common stock could decline, and you may lose all or part of your investment.

Risks Associated with Our Business

We have recently incurred annual net losses, and we may continue to incur annual net losses in the future.

The combined historical net loss of Midas Medici and Utilipoint in 2008 was $(300,547). Our combined historical accumulated deficit from
inception through December 31, 2008 was $(817,027). Our net losses in 2008 were driven principally by deteriorated macroeconomic
conditions and the fixed cost nature of our business. More recently, our net losses have been driven principally by general and administrative,
marketing, operating and depreciation and amortization expenses relating to investing in human capital to support our newer service offerings
and grow our presence in Europe. To grow our revenues and customer base, we plan to continue emphasizing the expansion and development
of our services, which will include increased marketing and operating expenses.

We face intense competition from many competitors that have greater resources than we do, which could result in price reductions, reduced
profitability and loss of market share.

We operate in highly competitive markets and generally encounter intense competition to win contracts and acquire new business. Many of our
competitors are larger and have greater financial, technical, marketing and public relations resources, larger client bases, and greater brand or
name recognition than we do. Some of our competitors include ICF International, Navigant Consulting, IBM, and Accenture. We also have
numerous smaller competitors, many of which have narrower service offerings and serve niche markets. Our competitors may be able to
compete more effectively for contracts and offer lower prices to clients, causing us to lose contracts. In order to compete, we may lower the
prices at which we offer our services in order to win contracts, which could lower our profits or even cause us to suffer losses on contracts that
we do win. Some of our subcontractors are also competitors, and some of them may in the future secure positions as prime contractors, which
could deprive us of work we might otherwise have won under such contract. Our competitors also may be able to provide clients with different
and greater capabilities and benefits than we can provide in areas such as technical qualifications, past performance on relevant contracts,
geographic presence, ability to keep pace with the changing demands of clients and the availability of key professional personnel. Our
competitors also have established or may establish relationships among themselves or with third parties, including through mergers and
acquisitions, to increase their ability to address client needs. Accordingly, it is possible that new competitors or alliances among competitors
may emerge. We also may compete with our competitors for the acquisition of new businesses. Our competitors may also be able to offer
higher prices for attractive acquisition candidates, which could harm our strategy of growing through selected acquisitions. In addition, our
competitors may engage in activities, whether proper or improper, to gain access to our proprietary information, to encourage our employees to
terminate their employment with us, to disparage our company, and otherwise to gain competitive advantages over us. For further information
regarding competition, see the section entitled ―Business — Competition.‖ If we are unable to compete successfully in the provision of services
to clients and for new business, our revenue and operating margins may decline.

Because much of our work is performed as short-term projects, research assignments and consulting engagements, we are exposed to a risk
of not having sufficient work for our staff.

Utilipoint performed some of its work under short-term contracts. Even under many of its longer-term contracts, it performs much of its work
under individual task orders and delivery orders, many of which are awarded on a competitive basis. If Utilipoint cannot obtain new work in a
timely fashion, whether through new task orders or delivery orders, modifications to existing task orders or delivery orders, or otherwise, it
may not be able to keep its staff profitably utilized. It is difficult to predict when such new work or modifications will be obtained. Moreover,
Utilipoint will need to manage its staff carefully in order to ensure that staff with appropriate qualifications are available when needed and that
staff do not have excessive down-time when working on multiple projects, or as projects are beginning or nearing completion. There can be no
assurance that Utilipoint can profitably manage the utilization of its staff. Lack of staff utilization may hurt our revenue, profit and operating
results.


                                                                         9
If we fail to successfully educate existing and potential customers regarding the benefits of our service offerings or solutions or if the Smart
Grid market fails to develop, our ability to sell our solutions and grow our business could be limited.

Our future success depends on commercial acceptance of our clean energy and Smart Grid solutions and our ability to obtain additional
contracts. We anticipate that revenues related to our consulting services and solutions will constitute a substantial portion of our revenues for
the foreseeable future. The market for clean energy and Smart Grid solutions in general is relatively new. In addition, because the clean energy
and Smart Grid solutions sector is rapidly evolving, we cannot accurately assess the size of the market, and we may have limited insight into
trends that may emerge and affect our business. For example, we may have difficulty predicting customer needs and developing clean energy
and Smart Grid solutions that address those needs. If the market for our consulting services and solutions does not continue to develop, our
ability to grow our business could be limited and we may not be able to achieve profitability.

If we lose key personnel upon whom we are dependent or fail to attract and retain skilled employees, we may not be able to manage our
operations and meet our strategic objectives.

We believe that our success depends on the continued contributions of the members of our senior management team. We are especially
dependent on our senior management team‘s experience and expertise to implement our acquisition strategy. Also, we rely on our senior
management to generate business and manage and execute projects and programs successfully. In addition, the relationships and reputation that
many members of our senior management team have established and maintain with client personnel and industry professionals contribute to
our ability to maintain good client relations and identify new business opportunities. The loss of key personnel could impair our ability to
implement our growth strategy through acquisitions, identify and secure new contracts, to maintain good client relations, and otherwise manage
our business.

Also, we must continue to hire significant numbers of highly qualified individuals who have technical skills and who work well with our
clients. These employees are in great demand and are likely to remain a limited resource for the foreseeable future. If we are unable to recruit
and retain a sufficient number of these employees, our ability to staff engagements and to maintain and grow our business could be limited. In
such a case, we may be unable to win or perform contracts, and we could be required to engage larger numbers of subcontractor personnel, any
of which could cause a reduction in our revenue, profit and operating results and harm our reputation. We could even default under one or more
contracts for failure to perform properly in a timely fashion, which could expose us to additional liability and further harm our reputation and
ability to compete for future contracts. In addition, some of our contracts contain provisions requiring us to commit to staff an engagement with
personnel the client considers key to our successful performance under the contract. In the event we are unable to provide these key personnel
or acceptable substitutes, or otherwise staff our work, the client may reduce the size and scope of our engagement under a contract or terminate
it, and our revenue and operating results may suffer.

We may not be able to identify suitable acquisition candidates or complete acquisitions successfully, which may inhibit our rate of growth.

In addition to organic growth, we intend to pursue growth through the acquisition of companies or assets that may enable us to expand our
project skill-sets and capabilities, enlarge our geographic markets, add experienced management and increase our product and service offerings.
However, we may be unable to implement this growth strategy if we cannot identify suitable acquisition candidates or reach agreement on
potential acquisitions on acceptable terms or for other reasons. Our failure to successfully implement our acquisition strategy could have an
adverse effect on other aspects of our business strategy and our business in general and could inhibit our growth and future profitability.

We may not be able to successfully integrate acquisitions to realize the full benefits of the combined business, and may therefore not be as
profitable as planned.

Acquisitions that we complete may expose us to a number of unanticipated operational or financial risks, including:

 The business we acquire may not prove to be profitable and my cause us to incur additional consolidated losses from operations;

 we may have difficulty integrating new operations and systems;


                                                                       10
 key personnel and customers of the acquired company may terminate their relationships with the acquired company as a result of the
  acquisition;

 we may experience additional financial and accounting challenges and complexities in areas such as tax planning and financial reporting;

 we may assume or be held liable for risks and liabilities (including for environmental-related costs) as a result of our acquisitions, some of
  which we may not discover during our due diligence;

 our ongoing business may be disrupted or receive insufficient management attention; and

 we may not be able to realize the cost savings or other financial benefits we anticipated.

Moreover, to the extent that any acquisition results in additional goodwill, it will reduce our tangible net worth, which might have an adverse
effect on our credit. In addition, in the event that we issue shares of our common stock as part or all of the purchase price, an acquisition will
dilute the ownership of our then-current stockholders.

The process of completing the integration of acquisitions could cause an interruption of, or loss of momentum in, the activities of our company.
The diversion of management‘s attention and any delays or difficulties encountered in connection with the merger and the integration of the
operations of acquisition targets could have an adverse effect on our business, financial condition or results of operations.

Our business may become subject to modified or new government regulation, which may negatively impact our ability to market our
products.

Our services are not subject to existing federal and state regulations in the U.S. governing the electric utility industry. In the future, federal,
state or local governmental entities or competitors may seek to change existing regulations or impose additional regulations. Any modified or
new government regulation applicable to our products or services, whether at the federal, state or local level, may negatively impact the
installation, servicing and marketing of our products and increase our costs and the price of our services.

Our relations with our contracting partners are important to our business and, if disrupted, could affect our earnings.

We derive a portion of our revenue from contracts under which we act as a subcontractor or from ―teaming‖ arrangements in which we and
other contractors jointly bid on particular contracts, projects or programs. As a subcontractor or team member, we often lack control over
fulfillment of a contract, and poor performance on the contract could tarnish our reputation, result in reduction of the amount of our work under
or result in termination of that contract, and could cause us not to obtain future work, even when we perform as required. We expect to continue
to depend on relationships with other contractors for a portion of our revenue and profit in the foreseeable future. Moreover, our revenue and
operating results could be materially and adversely affected if any prime contractor or teammate does not pay our invoices in a timely fashion,
chooses to offer products or services of the type that we provide, teams with other companies to provide such products or services, or otherwise
reduces its reliance upon us for such products or services.

We derive significant revenue from contracts awarded through a competitive bidding process, which can impose substantial costs upon us,
and we will lose revenue if we fail to compete effectively.

We derive significant revenue and profit from public and private utility contracts that are awarded through a competitive bidding process. We
expect that most of the business we seek in the foreseeable future from these clients will be awarded through competitive bidding. We will
occasionally bid these jobs as the prime contractor, and occasionally as a sub-contractor. Competitive bidding imposes substantial costs and
presents a number of risks, including:

 the substantial cost and managerial time and effort that we spend to prepare bids and proposals for contracts that may or may not be awarded
  to us;

 the need to estimate accurately the resources and costs that will be required to service any contracts we are awarded, sometimes in advance
  of the final determination of their full scope;

 the expense and delay that may arise if our competitors protest or challenge awards made to us pursuant to competitive bidding, and the risk
  that any such protest or challenge could result in the resubmission of bids on modified specifications, and in termination, reduction or
  modification of the awarded contracts; and

 the opportunity cost of not bidding on and winning other contracts we might otherwise pursue.
11
To the extent we engage in competitive bidding and are unable to win particular contracts, we may incur substantial costs in the bidding
process that would negatively affect our operating results. Even if we win a particular contract through competitive bidding, our profit margins
may be depressed or we may even suffer losses as a result of the costs incurred through the bidding process and the need to lower our prices to
overcome competition.

We may lose money on some contracts if we underestimate the resources we need to perform under the contract.

We provide services to clients primarily under three types of contracts: time-and-materials contracts; fixed-price contracts; and bundled service
agreement contracts. Each of these types of contracts, to differing degrees, involves the risk that we could underestimate our cost of fulfilling
the contract, which may reduce the profit we earn or lead to a financial loss on the contract.

For all three contract types, we bear varying degrees of risk associated with the assumptions we use to formulate our pricing for the work. To
the extent our working assumptions prove inaccurate, we may lose money on the contract, which would adversely affect our operating results.

Our international operations are subject to risks which could harm our business, operating results and financial condition.

We expect to expand over time our international commercial operations and activities. Such international business operations will be subject to
a variety of risks associated with conducting business internationally, including the following:

 changes in, or interpretations of, foreign regulations that may adversely affect our ability to perform services or repatriate profits, if any, to
the United States;

 difficulties in developing, staffing, and simultaneously managing a large number of varying foreign operations as a result of distance,
language, and cultural differences;

 economic or political instability in foreign countries;

imposition of limitations on or increase of withholding and other taxes on remittances and other payments by foreign subsidiaries or joint
ventures;

conducting business in places where business practices and customs are unfamiliar and unknown;

   the
 existence of inconsistent laws or regulations;

   the
 imposition or increase of investment requirements and other restrictions or requirements by foreign governments;

uncertainties relating to foreign laws and legal proceedings;

fluctuations in foreign currency and exchange rates; and

 failure to comply with U.S. laws (such as the Foreign Corrupt Practices Act), and local laws prohibiting corrupt payments to government
officials.

The realization of any of the foregoing, could harm our business, operating results and financial condition.


                                                                          12
Our operating results in U.S. dollar terms may be affected due tofluctuations in foreign currency exchange rates affect our operating
results in U.S. dollar terms.

A portion of our revenues arises from international operations and we anticipate that as we grow, our revenues from international operations
will increase. Revenues generated and expenses incurred by our international operations are often denominated in the currencies of the local
countries. As a result, our consolidated U.S. dollar financial statements are subject to fluctuations due to changes in exchange rates as revenues
and expenses of our international operations are translated from local currencies into U.S. dollars. In addition, our financial results are subject
to changes in exchange rates that impact the settlement of transactions in non-local currencies.

An economic or industry slowdown may materially and adversely affect our business.

Our business depends on providing services to utility companies. In recent months, worldwide economic conditions have deteriorated
significantly in the United States and other countries, and may remain depressed for the foreseeable future. Slowdowns in the economy may
reduce the demand for our services by causing utility companies to delay or abandon implementation of new systems and technologies. We
cannot predict the timing, strength or duration of any economic slowdown or subsequent economic recovery, worldwide or in the United States.
These economic factors could have a material adverse effect on our financial condition and operating results.

Our ability to use our net operating loss carryforwards may be subject to limitation which could result in increased future tax liability for
us.

Generally, a change of more than 50% in the ownership of a company‘s stock, by value, over a three-year period constitutes an ownership
change for U.S. federal income tax purposes. An ownership change may limit a company‘s ability to use its net operating loss carryforwards
attributable to the period prior to such change. The number of shares of our common stock that we issue in this offering may be sufficient,
taking into account prior or future shifts in our ownership over a three-year period, to cause us to undergo an ownership change. As a result, if
we earn net taxable income, our ability to use our pre-change net operating loss carryforwards to offset U.S. federal taxable income may
become subject to limitations, which could potentially result in increased future tax liability for us.

Risks Associated with this Offering and Our Capital Structure

Investors will experience immediate and substantial dilution of our common stock's book value.

Upon the closing of this offering, investors will incur immediate and substantial dilution in the per share net tangible book value of their
common stock. At June 30, 2009, after giving pro forma effect to our receipt of the net proceeds of this offering and the acquisition of
Utilipoint, we would have a pro forma net tangible book value of $0.21 per share. Net tangible book value is the amount of our total assets
minus intangible assets and liabilities. This represents a gain in our net tangible book value of $0.92 per share for the benefit of our current
stockholders, and assuming an offering price to the public of $6.25, dilution of $6.04, or 97% of the public offering price, for investors in this
offering. Investors in this offering may be subject to increased dilution upon the exercise of existing outstanding stock options.

Insiders have substantial control over the company, and issuance of shares of Common Stock pursuant to our incentive plan will dilute
your ownership and voting rights and allow insiders to control the direction of the Company.

The executive officers of Midas Medici and its directors beneficially owned as of September 30, 2009 in the aggregate, approximately
1,724,568 shares of our outstanding common stock, which constitutes approximately 73.4% of our outstanding shares. Our officers and
directors ownership percentage will increase as a result of any shares issued under our incentive plan under which we can issue 650,000 shares
to our officers, directors, employees and consultants. To date we have granted options to purchase an aggregate of 465,097 shares of our
common stock to our management.

The executive officers of Midas Medici and its directors have the ability to exert significant control over our management and affairs requiring
stockholder approval, including approval of significant corporate transactions. This concentration of ownership may have the effect of delaying
or preventing a change in control and might adversely affect the market price of our common stock. This concentration of ownership may not
be in the best interests of all of our stockholders.




                                                                        13
Liquidity of shares of our common stock may be limited.

Our shares are not and have not been listed or quoted on any exchange or quotation system. Simultaneously with this filing, we have arranged
for a market maker to apply to have our common stock quoted on the OTC Bulletin Board. Our shares are not listed or quoted on any exchange
or quotation system. There can be no assurance that such an application for quotation will be approved or that a regular trading market will
develop or that if developed, will be sustained. In the absence of a trading market, an investor will be unable to liquidate his investment except
by private sale.

Even if a market for our common stock does develop, the market price of our common stock may be highly volatile. In addition to the
uncertainties relating to future operating performance and the profitability of operations, factors such as variations in interim financial results or
various, as yet unpredictable, factors, many of which are beyond our control, may have a negative effect on the market price of our common
stock.

Should our stock become listed on the OTC Bulletin Board, if we fail to remain current on our reporting requirements, we could be
removed from the OTC Bulletin Board which would limit the ability of broker-dealers to sell our securities in the secondary market

Companies trading on the OTC Bulletin Board must be reporting issuers under Section 12 of the Securities Exchange Act of 1934, as amended,
and must be current in their reports under Section 13, in order to maintain price quotation privileges on the OTC Bulletin Board. If we fail to
remain current in our reporting requirements, we could be removed from the OTC Bulletin Board. As a result, the market liquidity for our
securities could be severely adversely affected by limiting the ability of broker-dealers to sell our securities and the ability of stockholders to
sell their securities in the secondary market.

Our common stock could be subject to extreme volatility.

The trading price of our common stock may be affected by a number of factors, including events described in the risk factors set forth in this
prospectus, as well as our operating results, financial condition and other events or factors. In recent years, broad stock market indices, in
general, and smaller capitalization companies, in particular, have experienced substantial price fluctuations. In a volatile market, we may
experience wide fluctuations in the market price of our common stock. These fluctuations may have a negative effect on the market price of our
common stock. In addition, the securities market has from time to time experienced significant price and volume fluctuations that are not
related to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market
price of our stock.

We have never paid common stock dividends and have no plans to pay dividends in the future, as a result our common stock may be less
valuable because a return on an investor’s investment will only occur if our stock price appreciates.
Holders of shares of our common stock are entitled to receive such dividends as may be declared by our board of directors. To date, we have
paid no cash dividends on our shares of common stock and we do not expect to pay cash dividends on our common stock in the foreseeable
future. We intend to retain future earnings, if any, to provide funds for operations of our business. Therefore, any return investors in our
common stock may have will be in the form of appreciation, if any, in the market value of their shares of common stock. There can be no
assurance that shares of our common stock will appreciate in value or even maintain the price at which our stockholders have purchased their
shares.

Our common stock may be subject to “penny stock” rules of the Securities and Exchange Commission, which may make it more difficult
for stockholders to sell our common stock.

 Our common stock may be subject to the ―penny stock‖ rules adopted under Section 15(g) of the Exchange Act. The penny stock rules
generally apply to companies whose common stock is not listed on a national securities exchange and trades at less than $4.00 per share, other
than companies that have had average revenue of at least $6,000,000 for the last three years or that have tangible net worth of at least
$5,000,000 ($2,000,000 if the company has been operating for three or more years). These rules require, among other things, that brokers who
trade penny stock to persons other than ―established customers‖ complete certain documentation, make suitability inquiries of investors and
provide investors with certain information concerning trading in the security, including a risk disclosure document and quote information under
certain circumstances. Many brokers have decided not to trade penny stocks because of the requirements of the penny stock rules and, as a
result, the number of broker-dealers willing to act as market makers in such securities is limited. If we are subject to the penny stock rules for
any significant period, it could have an adverse effect on the market, if any, and investors may find it more difficult to dispose of our securities.

Our compliance with the Sarbanes-Oxley Act and SEC rules concerning internal controls may be time consuming, difficult and costly for
us.

It may be time consuming, difficult and costly for us to develop and implement the internal controls and reporting procedures required by the
Sarbanes-Oxley Act. We may need to hire additional financial reporting, internal controls and other finance staff in order to develop and
implement appropriate internal controls and reporting procedures. If we are unable to comply with the internal controls requirements of the
Sarbanes-Oxley Act, we may not be able to obtain the independent accountant opinion that the Sarbanes-Oxley Act requires publicly-traded
companies to obtain.


                                                                    14
If we fail to maintain an effective system of internal controls, we may not be able to accurately report our financial results or prevent fraud.

We are subject to reporting obligations under the U.S. securities laws. The SEC, as required by Section 404 of the Sarbanes-Oxley Act of 2002,
adopted rules requiring every public company to include a management report on such company‘s internal controls over financial reporting in
its annual report, which contains management‘s assessment of the effectiveness of our internal controls over financial reporting. Our reporting
obligations as a public company will place a significant strain on our management, operational and financial resources and systems for the
foreseeable future. Effective internal controls, particularly those related to revenue recognition, are necessary for us to produce reliable
financial reports and are important to help prevent fraud. As a result, our failure to achieve and maintain effective internal controls over
financial reporting could result in the loss of investor confidence in the reliability of our financial statements, which in turn could harm our
business and negatively impact the trading price of our stock.

We may need additional capital, and the sale of additional shares or other equity securities could result in additional dilution to our
stockholders.

We believe that our current cash and cash equivalents, anticipated cash flow from operations and the net proceeds from this financing will be
sufficient to meet our anticipated cash needs for the foreseeable future. We may, however, require additional cash resources due to changed
business conditions or other future developments, including any investments or acquisitions we may decide to pursue. If our resources are
insufficient to satisfy our cash requirements, we may seek to sell additional equity or debt securities or obtain a credit facility. The sale of
additional equity securities could result in additional dilution to our stockholders. The incurrence of indebtedness would result in increased debt
service obligations and could result in operating and financing covenants that would restrict our operations. We cannot assure that financing
will be available in amounts or on terms acceptable to us, if at all.

The implementation of our stock-based incentive plan may dilute your percentage ownership interest and may also result in downward
pressure on the price of our stock.

Our board has adopted a stock-based incentive plan. Under the incentive plan, the Company can grant a minimum of up to 650,000 shares to
our officers, directors, employees and consultants. Shareholders would experience a dilution in ownership interest assuming the maximum
issuance of 650,000 shares from stock options or awards of restricted stock under the plan. In addition, the existence of a significant amount of
stock and stock options that would be issuable under our incentive plan may be perceived by the market as having a dilutive effect, which could
lead to a decrease in the price of our common stock.

Our Board has the ability to issue shares of preferred stock with such designations, rights and preferences as it determines without the
requirement that shareholder approval be obtained.

Our Certificate of Incorporation authorizes the issuance of up to 10,000,000 shares of preferred stock with designations, rights and preferences
determined from time to time by its Board of Directors. Accordingly, our Board of Directors is empowered, without stockholder approval, to
issue preferred stock with dividend, liquidation, conversion, voting, or other rights which could adversely affect the voting power or other
rights of the holders of the common stock. In the event of issuance, the preferred stock could be utilized, under certain circumstances, as a
method of discouraging, delaying or preventing a change in control of the Company.


                                                                        15
                                                DETERMINATION OF OFFERING PRICE

The offering price of our shares was determined by our management after consultation with our underwriters and was based upon consideration
of various factors, our history and prospects, the background of our management and current conditions in the securities markets. The price of
our shares does not bear any relationship to our assets, book value, net worth or other economic or recognized criteria of value. In no event
should the offering price of our shares be regarded as an indicator of any future market price of our securities.


                                 SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS

This prospectus contains forward-looking statements. All statements other than statements of historical fact contained in this prospectus
constitute forward-looking statements. Such forward-looking statements include statements regarding, among other things, (a) our projected
sales and profitability, (b) our growth strategies, (c) anticipated trends in our industry, (d) our future financing plans, and (e) our anticipated
needs for working capital. Forward-looking statements, which involve assumptions and describe our future plans, strategies, and expectations,
are generally identifiable by use of the words ―may,‖ ―will,‖ ―should,‖ ―expect,‖ ―anticipate,‖ ―estimate,‖ ―believe,‖ ―intend,‖ or ―project‖
or the negative of these words or other variations on these words or comparable terminology. This information may involve known and
unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different from
the future results, performance, or achievements expressed or implied by any forward-looking statements. These statements may be found
under ―Prospectus Summary,‖ ―Management's Discussion and Analysis of Financial Condition and Results of Operations‖ and ―Description
of Business,‖ as well as in this prospectus generally. Actual events or results may differ materially from those discussed in forward-looking
statements as a result of various factors, including, without limitation, the risks outlined under ―Risk Factors‖ and matters described in this
prospectus generally. This prospectus may contain market data related to our business, which may have been included in articles published by
independent industry sources. We are responsible for the accuracy and completeness of the historical information contained in this market
data as of the date of this prospectus. However, this market data also includes projections that are based on a number of assumptions. If any
one or more of these assumptions turns out to be incorrect, actual results may differ materially from the projections based on these
assumptions. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this
prospectus will in fact occur. In addition to the information expressly required to be included in this filing, we will provide such further
material information, if any, as may be necessary to make the required statements, in light of the circumstances under which they are made, not
misleading.

Each forward-looking statement should be read in context with, and with an understanding of, the various other disclosures concerning our
company and our business made elsewhere in this prospectus as well as other pubic reports which may be filed with the United States
Securities and Exchange Commission. You should not place undue reliance on any forward-looking statement as a prediction of actual results
or developments. We are not obligated to update or revise any forward-looking statement contained in this prospectus to reflect new events or
circumstances, unless and to the extent required by applicable law.



                                                                        16
                                                               USE OF PROCEEDS

Based on an assumed $6.25 initial offering price per share, we estimate the gross proceeds from the offering, prior to deducting underwriting
discounts and commissions and the estimated offering expenses payable by us, will be approximately $3,125,000 (approximately $3,437,500 if
the over-allotment option granted to the underwriters is exercised in full). Pending the use of the net proceeds, we will invest the proceeds in
short-term, investment grade, interest-bearing securities.

                                                                                                              Without
                                                                                                               Over-             Over-Allotment
                                                                                                             Allotment              Option
                                                                                                              Option               Exercised
Gross proceeds                                                                                              $ 3,125,000        $        3,437,500

Offering expenses (1)                                                                                             640,623                  665,623

Net proceeds                                                                                                     2,484,377               2,771,877
Use of net proceeds
Website and Databases Upgrade                                                                                      500,000                 500,000
Repay subordinated debt and accrued unpaid dividends(2)                                                            500,000                 500,000
Marketing and infrastructure                                                                                     1,000,000               1,000,000
Working capital, including acquisitions and transaction costs (3)                                                  484,377                 771,877
Totals                                                                                                      $    2,484,377     $         2,771,877


(1)    Includes underwriting discount of 8%, underwriting non-accountable expense allowance of 2% and other legal, accounting and
       consulting agreement expenses. However, the 2% non-accountable expense allowance is not payable with respect to the shares sold upon
       exercise of the underwriters‘ over-allotment option.

( 2)   Our management may determine to repay up to $500,000 of the principal amount plus accrued interest on the following notes: (A) (i) a
       12% $447,106 note due on 01/01/2010; (ii) a 10% $62,500 note due on 12/31/2013; (iii) a 10% $10,000 note due on 01/15/2014;
       (iv) a 4% $5,000 note due on 05/04/2010; (v) a 4% $16,000 note due on 09/23/2009; (vi) a 10% $7,500 note due on 01/15/2014; (vii) a
       $32,590 variable interest rate note due on 08/02/2009; (viii) a 10% $7,500 note due on 01/15/2014, (ix) $3,722 on 4% note payable
       which was due June 2, 2009; (B) accrued unpaid dividends in the amount of $136,500 on Series A preferred stock of Utilipoint issued to
       UTP International, LLC, an entity whose key shareholders are our CEO, Nana Baffour and President, Johnson Kachidza, and (C) unpaid
       management fees to Knox Lawrence in the amount of approximately $100,000.

(3)    Includes, salaries, administrative expenses and cost associated with being a reporting company. In addition we may utilize a portion of
       the proceeds allocated for working capital to pay acquisition and transaction costs including costs associated with identifying potential
       acquisition targets and initial due diligence costs . Our management has identified the following types of businesses for possible
       acquisition (i) Engineering companies that provide enabling solutions to the Smart Grid infrastructure; (ii) Technology companies that
       provide data warehousing technology infrastructure and data center solutions; (iii) Companies that facilitate financing of energy
       efficiency initiatives for consumers and commercial enterprises; and (iv)other companies or products and services aimed at
       commercial/industrial customers and consumers to impact the Smart Grid. Currently we have no agreements, plans or arrangements with
       any third parties for any one or more acquisitions. There can be no assurance that we will be able to consummate any strategic
       acquisitions, or even if we are able to do so, that any one or more of the acquisitions will prove to be profitable or otherwise beneficial to
       our company.

In the event that we locate one or more acquisition candidates we deem to be attractive, we may be required to raise additional proceeds from
the sale of debt or equity securities in order to finance such acquisitions. There can be no assurance that we will be successful in raising any
additional capital or that the terms offered will be financially attractive to the Company and its stockholders.


                                                               DIVIDEND POLICY

We have never paid cash dividends or distributions to our common stock owners. We do not expect to pay cash dividends on our common
stock, but instead, intend to utilize available cash to support the development and expansion of our business. Any future determination relating
to our dividend policy will be made at the discretion of our Board of Directors and will depend on a number of factors, including but not
limited to, future operating results, capital requirements, financial condition and the terms of any credit facility or other financing arrangements
we may obtain or enter into, future prospects and other factors our Board of Directors may deem relevant at the time such payment is
considered. There is no assurance that we will be able or will desire to pay dividends in the near future or, if dividends are paid, in what
amount.

                                                               CAPITALIZATION

The following table sets forth our capitalization as of June 30, 2009 (unaudited):

   on an actual basis;
   on a pro forma basis to reflect the acquisition of Utilipoint and the conversion of all of the outstanding shares of Utilipoint‘s preferred stock
    into common stock; and
   on a pro forma as adjusted basis giving effect to the sale of 500,000 shares of common stock (excluding the 50,000 shares which the
    underwriter has the option to purchase to cover over-allotments, if any) in this offering at an assumed public offering price of $6.25, and
    after deducting underwriting discounts and commission and additional offering expenses estimated at $640,623.

You should read this table in conjunction with ―Use of Proceeds,‖ ―Summary Historical and Pro Forma Financial Data‖ ―Management‘s
Discussion and Analysis of Financial Condition and Results of Operations‖ and our consolidated financial statements and related notes
included in this prospectus.


                                                                                     Actual                                Pro Forma
                                                                    Midas Medici
                                                                       Group                 Utilipoint
                                                                    Holdings, Inc.       International, Inc.        Merger             Offering
Cash and cash equivalents                                           $            -       $            2,177     $       2,177      $     1,986,554


Line-of-credit                                                                     -                 83,473             83,473              83,473
Short-term notes payable                                                           -                 21,000             21,000              21,000
Long term debt                                                                     -                591,918            591,918             228,418
Series A preferred stock with voting rights                                        -                      -                  -                   -
Series B preferred stock, no voting rights                                         -                      -                  -                   -
Common stock                                                                   1,225                      -              2,574               3,074
Receivables from stock issurance                                                (225 )                    -               (225 )              (225 )
Capital in excess of par value                                                 2,149                327,207          7,675,686          10,159,564
Treasury stock                                                                     -               (974,015 )                -                   -
Common stock put options                                                           -               (269,000 )         (269,000 )          (269,000 )
Accumulated other comprehensive income                                             -                 13,363                  -                   -
Accumulated deficit                                                           (3,149 )             (933,341 )           (3,149 )            (3,149 )
Total Capitalization                                                $              -     $       (1,139,395 )   $    8,102,277     $    10,223,154




                                                                         17
                                                                    DILUTION

Purchasers of common stock in this offering will be diluted to the extent of the difference between the public offering price per share and the
net tangible book value per share of our common stock immediately after this offering. Net tangible book value dilution per share represents
the difference between the amount per share paid by purchasers of common stock in this offering and the pro forma, adjusted net tangible book
value (deficit) per share of common stock immediately after completion of this offering. Pro forma net tangible book value (deficit) per share
as of a specified date is determined by dividing our tangible book value (deficit) (total tangible assets less total liabilities) by the number of
outstanding shares of common stock at such date.

Our pro forma, adjusted net tangible book value (deficit) as of June 30, 2009, without giving effect to the acquisition of Utilipoint would have
been $0 or $(.00) per share of common stock.

After giving effect to our acquisition of Utilipoint and the issuance of 1,348,516 shares of our common stock to the Utilipoint shareholders, our
pro forma net tangible book value as of June 30, 2009, would have been $(1,835,786), or $(.71) per share of common stock.

After giving effect to our sale of the 500,000 shares of common stock offered by this prospectus (based upon a public offering price of $6.25
per share, after deducting the underwriting discount and our estimated offering expenses), our pro forma net tangible book value as of June 30,
2009, would have been $648,591, or $0.21 per share of common stock. This represents an immediate increase in pro forma net tangible book
value to existing stockholders of $0.92 per share, and an immediate dilution to new investors of $6.04 per share, or 97% of the public offering
price of the shares offered in this offering. The following table illustrates the per share dilution:

Public offering price per share                                                                                                      $         6.25
Pro forma net tangible book value (deficit) per share as of June 30, 2009                                         $        (0.71 )
Increase in pro forma net tangible book value (deficit) per share attributable to new investors in this
offering                                                                                                                      .92
Pro forma net tangible book value per share as of June 30, 2009 after this offering                                                             .21
Pro forma net tangible book value dilution per share to new investors in this offering                                                         6.04


The following table sets forth, on an as adjusted basis as of June 30, 2009, the difference between the number of shares of common stock
purchased from us, the total cash consideration paid, and the average price per share paid by our existing stockholders and by new public
investors before deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, using an
assumed public offering price of $6.25 per share of common stock:

                                                                                                                                    Average
                                                           Shares Purchased           Total Cash Consideration                      Price Per
                                                        Number         Percent        Amount           Percent                       Share
Existing stockholders                                    1,225,000             71 % $    17,724                                1% $        0.01

New investors from public offering                               500,000                 29 %       3,125,000                 99 % $           6.25
Total                                                          1,725,000                100 % $     3,142,724                100 %

The total consideration amount for shares of common stock held by our existing stockholders includes total cash paid for our outstanding
shares of common stock as of June 30, 2009. If the underwriters‘ over-allotment option of 50,000 shares of common stock is exercised in full,
the number of shares held by existing stockholders will be reduced to 71% of the total number of shares to be outstanding after this offering;
and the number of shares held by the new investors will be increased to 550,000 shares, or 29%, of the total number of shares of common stock
outstanding after this offering.

The discussion and tables above is based on (i) 1,225,000 shares of common stock issued and outstanding as of June 30, 2009, and (ii) 500,000
shares of common stock issued in the public offering (excluding the underwriter‘s over-allotment option of up to 50,000 shares). In addition,
we may choose to raise additional capital due to market conditions or strategic considerations even if we believe we have sufficient funds for
our current or future operating plans. To the extent that additional capital is raised through the sale of equity or convertible debt securities, the
issuance of these securities could result in further dilution to our stockholders.


                                                                         18
                           UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL DATA



The following unaudited condensed combined pro forma financial data of Midas Medici Group Holdings, Inc. (―Midas Medici‖) and Utilipoint
International, Inc. (―Utilipoint‖) were derived from the historical consolidated financial statements of Midas Medici and Utilipoint
International, Inc., the Surviving Company pursuant to the Agreement and Plan of Merger between Utilipoint Acquisition Co. (a corporation
formed pursuant to the laws of the State of New Mexico and a wholly owned subsidiary of Midas Medici) and Utilipoint International, Inc. and
should be read in conjunction with the historical financial statements and the notes thereto, included elsewhere in this Prospectus. Included are:
(i) the unaudited pro forma condensed balance sheet that combines the historical unaudited consolidated balance sheets of Midas Medici and
Utilipoint as of June 30, 2009 as if the acquisition had been consummated at that date and includes pro forma adjustments for the issuance of
additional Midas Medici shares in the period between June 30, 2009 and the date of the filing of this prospectus as if it happened at June 30,
2009; (ii) the unaudited condensed pro forma statements of operations that combine the operations of Midas Medici for the six months ended
June 30, 2009 with the operations of Utilipoint for the six months ended June 30, 2009 as if the acquisition were completed at the beginning
of the six month period and (iii) the unaudited condensed pro forma statements of operations that combine the operations of Midas Medici for
the twelve months ended December 31, 2008 with the operations of Utilipoint for the year ended December 31, 2008 as if the acquisition were
completed at the beginning of the year. Certain reclassifications have been made to the historical presentation of the financial statements of
Utilipoint and Midas Medici to conform to the presentation used in the unaudited pro forma condensed financial statements.

The unaudited pro forma condensed combined financial data was prepared using the purchase method of accounting in accordance with
Statement of Financial Accounting Standards No. 141R ―Business Combinations‖. On August 10, 2009, Midas Medici entered into an
Agreement and Plan of Merger and Reorganization with Utilipoint, and Utilipoint Acquisition Corp., a New Mexico corporation and
wholly-owned subsidiary of the Company (the ―Acquisition Sub‖), pursuant to which Midas Medici will acquire all of the outstanding shares
of common stock of Utilipoint.

The unaudited pro forma condensed combined statement of operations gives effect to the following transactions as if each had occurred on
January 1, 2008:

 the Utilipoint Merger, as discussed above and throughout this prospectus;

 the issuance of 500,000 shares of our common stock in this offering at an assumed price of $6.25 per share, the mid-point of the range
  shown on the cover of this prospectus; and

 the use of the proceeds we will receive as set forth in the ―Use of Proceeds‖ section of this prospectus.

In addition, the unaudited pro forma condensed combined balance sheet as of June 30, 2009 gives effect to the following transactions as if they
had occurred on June 30, 2009:

 the Utilipoint Merger, as discussed above and throughout this prospectus, including the conversion of all the preferred shares held by a
  shareholder into common equity;

 the issuance of 500,000 shares of our common stock in this offering at an assumed price of $6.25 per share, the mid-point of the range
  shown on the cover of this prospectus; and

 the use of the proceeds we will receive as set forth in the ―Use of Proceeds‖ section of this prospectus.

In consideration for the surrender of their Utilipoint common shares, Midas Medici issued 1,348,516 shares of Midas Medici common stock to
the Utilipoint shareholders (the ―Share Consideration‖) in accordance with the terms of the Agreement and Plan of Merger and Reorganization.
The Utilipoint shareholders received their pro-rata allocation of the Share Consideration in the form of Midas Medici common stock upon the
closing of the merger on August 21, 2009. Further, all outstanding Utilipoint options were exchanged for 172,597 Midas Medici options in
accordance to the Midas Medici stock option program, adopted on July 27, 2009.

The Share Consideration provided the Utilipoint shareholders with direct and/or indirect ownership of approximately 16% of Midas Medici‘s
outstanding common stock (on a fully diluted basis) as of the closing.

All Midas Medici shares received by any Utilipoint shareholders in exchange for their Utilipoint common were not registered for resale and,
therefore, remain subject to the rights and restrictions of Rule 144.

The unaudited condensed pro forma financial statements were prepared using the assumptions described below and in the related notes. The
historical consolidated financial information has been adjusted to give effect to pro forma events that are:
    •    directly attributable to the acquisition;

    •    factually supportable; and

    •    with respect to the statements of operations, expected to have a continuing impact on the results.

The proposed transaction is subject to various conditions being satisfied prior to closing, including, among others:

     •   neither Midas Medici nor Utilipoint having terminated the Merger Agreement, which either may do, with or without any reason at any
         time by either of them with no less than 30 days;

     •   there is no law or court order prohibiting the Merger;

     •   the representations and warranties of Midas Medici, and Utilipoint remain accurate in all respects, with permitted exceptions;

     •   each of Midas Medici and Utilipoint has performed, in all material respects, all of its respective obligations under the Merger
         Agreement;

The unaudited pro forma condensed consolidated financial statements data is provided for illustrative purposes only. They do not purport to
represent what the combined company‘s results of operations and financial position would have been had the transaction actually occurred as of
the dates indicated, and they do not purport to project the combined company‘s future results of operations or financial position.



                                                                       19
                                         CONDENSED CONSOLIDATED UNAUDITED PRO FORMA BALANCE SHEET
                                                             AS OFJUNE 30, 2009


                                                                                                     Pro Forma Midas                                 Pro Forma Midas
                                Midas Medici                                                              Medici                                          Medici
                               Group Holdings,           Utilipoint          Merger          Notes   Group Holdings,        Offering         Notes   Group Holdings,
                                    Inc.             International, Inc.   Adjustments        (3)      Inc. Merger         Adjustments        (3)      Inc. Offering
Assets
  Current Assets
     Cash and cash
equivalents                $                     -   $            2,177    $             -           $          2,177      $   1,984,377      (A)    $       1,986,554
     Accounts
receivable, net                                  -              622,835                  -                    622,835                    -                    622,835
     Prepaid expenses
and other current assets                         -               23,257                  -                     23,257                    -                     23,257
            Total
Current Assets                                   -              648,269                  -                    648,269          1,984,377                     2,632,646

  Property and
Equipment, net                                   -               27,943                  -                     27,943                    -                     27,943
                                                                                              (B)
  Goodwill                                       -                             5,000,055      (G)            5,000,055                 -                     5,000,055
  Intangible assets, net                         -                             3,673,300      (B)            3,673,300                 -                     3,673,300
  Other assets                                   -                2,951                -                         2,951                 -                         2,951
           Total assets    $                     -   $          679,163    $   8,673,355             $       9,352,518     $   1,984,377             $      11,336,895


Liabilities and
Stockholders' Equity
(Deficit)
   Liabilities
     Current Liabilities
         Accounts
payable and accrued
expenses                    $                    -   $          513,981    $             -           $        513,981      $             -           $        513,981
         Bank overdrafts                         -                8,093                  -                      8,093                    -                      8,093
         Line of credit                          -               83,473                  -                     83,473                    -                     83,473
         Deferred
revenue                                          -              186,335                  -                    186,335                    -                    186,335
         Short-term notes
payable                                          -               21,000                  -                     21,000                    -                     21,000
         Current portion
of long-term debt                                -              504,418                  -                    504,418          (363,500 )     (C)             140,918
         Capital lease
obligations - current
portion                                          -               14,692                  -                     14,692                    -                     14,692
         Preferred stock
dividends payable -
stated                                           -              136,500                  -                    136,500          (136,500 )     (C)                      -
         Preferred stock dividends payable -
accretion
          of accelerated                                                                                               -
          dividends and
balloon dividend                                 -              568,317        (568,317 )     (F)                      -                 -                             -
         Management
fees payable                                     -              100,000                  -                    100,000                    -                    100,000
         Deferred tax
liability                                        -                1,057                  -                      1,057                    -                      1,057
         Common stock
put options                                      -              269,000                  -                    269,000                    -                    269,000
         Other current
liabilities                                      -                9,341                  -                      9,341                    -                      9,341
              Total
current liabilities                              -            2,416,207        (568,317 )                    1,847,890         (500,000 )                    1,347,890

     Long-term Debt,
less current portion                             -               87,500                  -                     87,500                    -                     87,500
     Capital Lease
Obligations, less
current portion                                  -               11,242                  -                     11,242                    -                     11,242
            Total
non-current Liabilities            -            98,742                   -                 98,742                  -                  98,742
            Total
Liabilities                        -         2,514,949          (568,317 )               1,946,632         (500,000 )              1,446,632

Stockholders' Equity
(Deficit)
   Series A Preferred
stock with voting
rights,                            -                   -                 -                       -                 -                        -
   Series B preferred
stock, no voting rights           -                    -                -                       -                 -                        -
   Common stock               1,225                    -            1,349     (D)           2,574               500                    3,074
   Receivables from
stock issuance                 (225 )                  -                 -                   (225 )                -                    (225 )
   Capital in excess of                                                       (D)
par value                     2,149            327,207          7,346,330     (G)        7,675,686         2,483,877    (D)       10,159,564
   Treasury stock                 -           (974,015 )          974,015      (E)               -                 -                       -
   Common stock put
options                            -          (269,000 )                 -               (269,000 )                -                (269,000 )
   Accumulated other
comprehensive income
(loss)                             -            13,363            (13,363 )   (E)                -                 -                        -
   Retained earning
(Accumulated deficit)         (3,149 )        (933,341 )         933,341      (E)           (3,149 )               -                  (3,149 )
              Total
stockholders' equity
(deficit)                          -         (1,835,786 )       9,241,672                7,405,886         2,484,377               9,890,263
              Total
liabilities and
stockholders' equity
(deficit)                 $        -     $     679,163      $   8,673,355            $   9,352,518     $   1,984,377          $   11,336,895




                               See Notes to Unaudited Pro Forma Condensed Consolidated Financial Data.



                                                                      20
                          UNAUDITED PRO FORMA CONENSED CONSOLIDATED STATEMENT OF OPERATIONS
                                          FOR THE SIX MONTHS ENDED JUNE 30, 2009


                                                                                                      Pro Forma Midas                                 Pro Forma Midas
                               Midas Medici                                                                Medici                                          Medici
                              Group Holdings,           Utilipoint          Adjustments       Note     Group Holdings,        Adjustments     Note     Group Holdings,
                                   Inc.             International, Inc.       Merger           (4)       Inc. Merger           Offering        (4)      Inc. Offering
Net Revenues              $                     -   $        1,729,558     $            -            $         1,729,558     $            -          $         1,729,558
Cost of Services                                -              930,558                  -                        930,558                  -                      930,558
         Gross Margin                           -              799,000                  -                        799,000                  -                      799,000

Operating Expenses
  Selling, general and
administrative                             100                 815,007           350,000       (A)             1,165,107                                       1,165,107
  Depreciation and
amortization                                    -                9,414           271,629       (B)              281,043                   -                     281,043
  Management fees                               -               50,000                 -                         50,000                   -                      50,000
         Total
operating expenses                         100                 874,421           621,629                       1,496,150                  -                    1,496,150
         Operating
income (loss)                             (100 )               (75,421 )         (621,629 )                     (697,150 )                -                     (697,150 )

Other Income
(Expense)
  Interest income                            -                       1                   -                             1                 -                             1
  Interest expense                           -                 (43,064 )                 -                       (43,064 )          19,516     (D)               (23,548 )
  Other income                           1,196                       -                   -                         1,196                 -                         1,196
         Total other
income (expense)                         1,196                 (43,063 )                 -                       (41,867 )          19,516                       (22,351 )
  Income (loss) before
income taxes                             1,096                (118,484 )         (621,629 )                     (739,017 )          19,516                      (719,501 )

Provision (benefit) for
income taxes                                 -                   2,077                  -                          2,077                 -                         2,077
Net income (loss)                        1,096                (120,561 )         (621,629 )                     (741,094 )          19,516                      (721,578 )

Preferred stock dividends and dividend
accretion
   Preferred stock
stated dividends                                -              (68,250 )                 -                       (68,250 )                -                      (68,250 )
   Preferred stock
dividend accretion                              -             (172,732 )         172,732       (C)                      -                 -                             -
Net loss applicable to
common stockholders                      1,096                (361,543 )         (448,897 )                     (809,344 )          19,516                      (789,828 )

Net loss per share
applicable to common
  stockholders - basic
and diluted               $                0.00     $           (16.27 )                             $             (0.34 )                           $             (0.27 )


Weighted average
common shares
  outstanding - basic                 1,000,000                 22,223                                         2,385,809                                       2,885,809


Weighted average
common shares
  outstanding - diluted   `                                     22,223                                         2,850,906                                       3,350,906


Shares from Midas
Medici stockholders                   1,000,000                                                                1,037,293                                       1,037,293
Shares issued to
Utilipoint stockholders                                                                                        1,348,516                                       1,348,516
Shares issued in connection with this offering                                                                                                                   500,000
Total for period                      1,000,000                                                                2,385,809                                       2,885,809

Options to purchase common stock issued
under
  Midas Medici stock                            -                                                               465,097                                         465,097
option program
Total Diluted    1,000,000                                                2,850,906            3,350,906



                     See Notes to Unaudited Pro Forma Condensed Consolidated Financial Data.


                                                       21
                                  PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                                             FOR THE YEARS ENDED DECEMBER 31, 2008


                                                                                                       Pro Forma Midas                                 Pro Forma Midas
                               Midas Medici                                                                 Medici                                          Medici
                              Group Holdings,            Utilipoint          Adjustments       Note     Group Holdings,        Adjustments     Note     Group Holdings,
                                   Inc.              International, Inc.       Merger           (4)       Inc. Merger           Offering        (4)      Inc. Offering
Net Revenues              $                     -    $        3,660,941     $            -            $         3,660,941     $            -          $         3,660,941
Cost of Services                                -             2,037,046                  -                      2,037,046                  -                    2,037,046
       Gross Margin                             -             1,623,895                  -                      1,623,895                  -                    1,623,895

Operating Expenses
  Selling, general and
administrative                              858               1,777,613           350,000       (A)             2,128,471                                       2,128,471
  Depreciation and
amortization                                    -                17,845           543,258       (B)              561,103                   -                     561,103
  Management fees                               -               100,000                 -                        100,000                   -                     100,000
       Total operating
expenses                                    858               1,895,458           893,258                       2,789,574                  -                    2,789,574
       Operating
income (loss)                               (858 )             (271,563 )         (893,258 )                   (1,165,679 )                -                   (1,165,679 )

Other Income
(Expense)
  Interest income                               -                     1                   -                             1                 -                             1
  Interest expense                              -               (63,942 )                 -                       (63,942 )          31,678     (D)               (32,264 )
       Total other
income (expense)                                -               (63,941 )                 -                       (63,941 )          31,678                       (32,263 )
  Income (loss) before
income taxes                                (858 )             (335,504 )         (893,258 )                   (1,229,620 )          31,678                    (1,197,943 )

Provision (benefit) for
income taxes                                   -                (35,815 )                -                        (35,815 )               -                       (35,815 )
Net income (loss)                           (858 )             (299,689 )         (893,258 )                   (1,193,805 )          31,678                    (1,162,128 )

Preferred stock dividends and dividend accretion
  Preferred stock stated
dividends                                     -                (136,500 )                 -                      (136,500 )                -                     (136,500 )
  Preferred stock
dividend accretion                            -                (279,353 )         279,353       (C)                      -                 -                             -
Net loss applicable to
common stockholders       $               (858 )     $         (715,542 )   $     (613,905 )          $        (1,330,305 )   $      31,678           $        (1,298,628 )


Net loss per share applicable to common
  stockholders - basic
and diluted               $                     -    $           (33.63 )                             $             (0.52 )                           $             (0.42 )


Weighted average
common shares
  outstanding - basic                 1,000,000                  21,275                                         2,573,516                                       3,073,516


Weighted average
common shares
  outstanding - diluted

1] Midas Medici results are for the last quarter of 2007

Shares from Midas
Medici stockholders                   1,000,000                                                                 1,225,000                                       1,225,000
Shares issued to
Utilipoint stockholders                                                                                         1,348,516                                       1,348,516
Shares issued in
connection with this
offering                                                                                                                                                         500,000

Total for period                      1,000,000                                                                 2,573,516                                       3,073,516
Options to purchase common stock issued under
  Midas Medici stock
option program                                                                                 465,097             465,097
Total Diluted                      1,000,000                                                 3,038,613           3,538,613



                                       See Notes to Unaudited Pro Forma Condensed Consolidated Financial Data.


                                                                         22
                                        Notes to Pro Forma Condensed Consolidated Financial Data
                                                              (Unaudited)


Note 1 — Purchase Price Allocation

The calculation of the purchase price as reflected in these pro forma condensed financial statements has been based upon a preliminary estimate
of the number of shares to be effectively issued to the Midas Medici stockholders as of the date of the acquisition. Costs in excess of the fair
value of tangible and identifiable intangible assets acquired and liabilities assumed in a business combination are recorded as goodwill, in
accordance with Statement of Financial Accounting Standards (SFAS) 141, Business Combinations. Goodwill and intangible assets acquired in
a purchase business combination and determined to have an indefinite useful life are not amortized, but instead reviewed annually (or more
frequently if impairment indicators arise) for impairment in accordance with the provisions of SFAS 142 Goodwill and Other Intangible Assets.
SFAS 142 also requires that intangible assets with estimable useful lives be amortized over their respective estimated useful lives to their
estimated residual values, and reviewed for impairment in accordance with SFAS 144, Accounting for Impairment or Disposal of Long-lived
Assets.

Our acquisition of Utilipoint was accounted for as a purchase and involved a purchase price well in excess of tangible asset values, resulting in
the creation of goodwill and other intangible assets. In advance of our acquisition of Utilipoint, our management with the assistance of
a valuation person valued Utilipoint‘s intangible assets to be $3.7 million. The resulting increased level of intangible assets will increase our
depreciation and amortization charges. At June 30, 2009 on a pro forma basis, goodwill accounted for 52% of our total assets, and purchased
intangibles accounted for 38% of our total assets. Under generally accepted accounting principles, we will test our goodwill for impairment at
least annually, and if we conclude that our goodwill is impaired we will be required to write down its carrying value on our balance sheet and
book an impairment charge in our statement of operations.

We follow the provisions of SFAS 144 in accounting for impairment or disposal of long-lived assets. SFAS 144 requires that long-lived assets
and certain identifiable intangibles be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount
of an asset might not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an
asset to future undiscounted net cash flow expected to be generated by the asset. If such assets are considered to be impaired, the impairment to
be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of
are reported at the lower of the carrying amount or fair value, less cost to sell. The purchase price was preliminarily allocated in the pro forma
condensed consolidated financial statements as follows:

                                                                                                                                  Preliminary
                                                                                                                                 Allocation of
                                                        June 30, 2009                                                           Purchase Price
Current assets                                                                                                                  $       648,269
Property and equipment                                                                                                                   27,943
Goodwill                                                                                                                              5,000,055
Intangible assets                                                                                                                     3,673,300
Other assets                                                                                                                              2,951
Other liabilities assumed                                                                                                            (1,677,632 )
                                                                                                                                $     7,674,886


Note 2 — Unaudited Pro Forma Condensed Consolidated Net Income (Loss) Per Share

 The pro forma net income (loss) per share and shares used in computing the net income (loss) per share for the periods presented was
calculated by dividing the pro forma net income (loss) by the weighted average number of shares of common stock outstanding, giving effect to
the shares of common stock issued in connection with the Merger and the shares of common stock expected to be issued with the offering as
described in this prospectus. For the computation of the basic pro forma net income (loss) per share, in addition to the 1,225,000 shares of
common stock issued and outstanding at June 30, 2009 of Midas Medici, 1,348,516 shares of common stock were issued to the former
stockholders of Utilipoint, and 500,000 shares of common stock are expected to be issued in connection with the offering described in the
prospectus. The following summarizes the shares used in the computation of the pro forma basic net income (loss) per share:

Shares from Midas Medici stockholders                                                                                                 1,225,000
Shares issued to Utilipoint stockholders                                                                                              1,348,516
Shares issued in connection with this offering                                                                                          500,000

Pro forma basic weighted average shares outstanding                                                                                   3,073,516
Pro forma basic weighted average shares outstanding
Options to purchase common stock issued under Midas Medici stock option program    465,097

Pro forma diluted weighted average shares outstanding                             3,538,613



                                                                 23
Note 3 — Adjustments to Pro Forma Condensed Consolidated Balance Sheet

The following adjustments were applied to the pro forma condensed consolidated balance sheet:

(A)    Adjustment to reflect the estimated net proceeds from the offering discussed in this prospectus. Amount includes gross proceeds of
       $3,125,000 less estimated fees associated with the transaction of $ 640,623 and $ 500,000 of proceeds used to pay off the certain
       indebtedness of Utilipoint.

(B) Adjustment to reflect new basis of goodwill and other identifiable intangible assets of Utilipoint. The adjustments consist of the following:

Adjustment to reflect intangible assets of Utilipoint Merger relating to customer relationships                               $          499,900
Adjustment to reflect intangible assets of Utilipoint Merger relating to trade name                                                    1,207,000
Adjustment to reflect intangible assets of Utilipoint Merger relating to non-compete agreements                                           27,000
Adjustment to reflect intangible assets of Utilipoint Merger relating to content and databases                                         1,939,400
Adjustment to reflect goodwill acquired in Utilipoint Merger                                                                           5,000,055
                                                                                                                              $        8,974,355


(C) Adjustment to remove Utilipoint's management fees payable, notes payable and accrued interest expected to be repaid with proceeds from
this offering.

(D) Adjustments to ―Paid in Capital‖ to reflect purchase price allocation of Utilipoint by Midas Medici and to reflect amounts associated with
the offering .

(E) Adjustment to Stockholders' Equity (deficit) to remove historical accumulated deficit, accumulated other Comprehensive Income (loss)
and treasury stock of Utilipoint.

(F) Adjustment to reflect the conversion of all the preferred shares held by a shareholder into common equity.

(G) Adjustment of $301,000 to purchase price for stock compensation cost related to exchange of Utilitpoint stock options for Midas Medici
stock options.

Note 4 — Adjustment to Pro Forma Condensed Consolidated Statements of Operations

The following adjustments were applied to our historical financial statements and those of Utilipoint to arrive at the pro forma consolidated
statement of operations (in thousands):

(A) Adjustment to reflect acquisition costs associated with the Utilipoint Merger.

(B) Adjustment to account for the additional amortization resulting from the write-up of the intangibles due to purchase accounting.

(C) Adjustment to remove Utilipoint preferred stock dividend accretion.

(D) Adjustment to add back the interest of the notes payable of Utilipoint expected to be repaid with proceeds from this offering.



                                                                       24
                                          MANAGEMENT’S DISCUSSION AND ANALYSIS
                                    OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

We urge you to read the following discussion in conjunction with our consolidated financial statements and the notes thereto beginning on page
F-1. This discussion may contain forward-looking statements that involve substantial risks and uncertainties. Our actual results, performance or
achievements could differ materially from those expressed or implied by the forward-looking statements as a result of a number of factors,
including, but not limited to risks and uncertainties discussed under the heading ―Risk Factors‖ beginning on page 9 of this prospectus, and in
our other filings with the SEC. See ―Special Note Regarding Forward Looking Statements‖.

Midas Medici Group Holdings, Inc.

Overview

We were incorporated in the State of Delaware on October 30, 2006 under the name Mondo Acquisition I, Inc. Since inception, we have been
engaged in organizational efforts and obtaining initial financing. We were formed as a vehicle to pursue a business combination through the
acquisition of, or merger with, an operating business. On May 15, 2009, we, Mondo Management Corp., our then sole shareholder, and Midas
Medici Group, Inc. entered into a Purchase Agreement. Pursuant to the Purchase Agreement, Mondo Management Corp. sold to Midas
Medici Group, Inc. 1,000,000 previously issued and outstanding shares of the Company's restricted common stock, comprising 100%
of the issued and outstanding capital stock of the Company. The execution of the Purchase Agreement resulted in a change in control of the
Company, both in its shareholding and management. Effective May 22, 2009, we changed our name to Midas Medici Group Holdings, Inc.

Prior to its acquisition of Utilipoint International, Inc., the Company was a ―blank check company‖ based on its business activities. Under SEC
rule 12b-2 under the Securities Act of 1933, as amended (the ―Securities Act‖), the Company also qualified as a ―shell company,‖ because it
had no or nominal assets (other than cash) and no or nominal operations.

Utilipoint provides consulting services and proprietary research to its clients using multi-disciplinary teams with deep subject matter expertise,
highly analytical methodologies, primary research and technology-enabled tools. Utilipoint has 23 employees, including many whom we
believe are recognized leaders in their respective fields. As of June 30, 2009, more than 50% of professional staff held post-graduate degrees in
such diverse fields as economics, engineering, business administration, information technology, law, life sciences and public policy.
Utilipoint‘s senior managers have considerable industry and project management experience and an average tenure of more than 20 years in the
industry. We believe this diverse pool of intellectual capital enables us to assemble multi-disciplinary teams that can provide creative solutions
to our clients‘ most pressing problems.

Utilipoint is headquartered in Albuquerque, New Mexico, with two domestic regional offices in Tulsa, Oklahoma and Houston, Texas. It
maintains international operations through its office in Brno, Czech Republic.

Results of Operations

As of June 30, 2009, the Company had not conducted any active operations since inception, except for its efforts to locate a suitable acquisition
or merger transaction. No revenue has been generated by the Company during such period.

Net income for the three and six months ended June 30, 2009 and 2008 was $0 and $1,096, respectively, compared to net loss of $500 for the
three and six months ended June 30, 2008. Net loss for the period from October 30, 2006 (Date of Inception) to June 30, 2009 was $3,149.

Liquidity and Capital Resources

At June 30, 2009, we had cash and cash equivalents of $0 and working capital of $0.

On July 17, 2009, we issued 80,000 shares of common stock for a purchase price of $168,000.


                                                                       25
On July 29, 2009, Midas Medici entered into return to treasury agreements with its shareholders, resulting in the return to treasury of an
aggregate of 425,000 shares of the Company‘s common stock which resulted in the reduction of the Company‘s issued and outstanding shares
from 1,305,000 to 880,000.

On July 31, 2009, Midas Medici issued 30,000 shares of common stock for a purchase price of $63,000.

On August 7, 2009, Midas Medici entered into an expense reimbursement agreement (the ―Reimbursement Agreement‖) with Knox Lawrence
International, LLC, a Delaware limited liability company (―Knox Lawrence‖). Pursuant to the Reimbursement Agreement, Knox Lawrence is
authorized to incur up to $350,000 in certain expenses and obligations on behalf of the Company and the Company agreed to reimburse Knox
Lawrence for such expenses and obligations promptly after delivery of invoices for such expenses. The Reimbursement Agreement has a term
of one year, subject to earlier termination upon 30 days‘ written notice by either party.

On August 10, 2009, Midas Medici entered into the Merger Agreement with Utilipoint, a New Mexico corporation, and Acquisition Sub, a
New Mexico corporation and wholly-owned subsidiary of the Company. Pursuant to the Merger Agreement, at the closing of the Merger
Agreement on August 21, 2009, Acquisition Sub merged with and into Utilipoint and Utilipoint became the Company‘s wholly-owned
subsidiary.

As a result of the cash received from the July 2009 stock issuance, the Company believes that its capital on hand is sufficient to continue
operations for the foreseeable future.

Off Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our condensed
financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital
resources that is material to our stockholders.

Utilipoint International, Inc.

Overview

We provide custom research and management, technology and policy consulting services to utilities, investors, regulators, and energy industry
service providers both domestically and internationally. We help our clients conceive, develop, implement and improve Smart Grid and other
energy solutions that address the efficiency, reliability and security of the generation, transmission, and distribution of electricity to end users.
Through our wholly-owned subsidiary, Utilipoint, we provide our services along seven practice areas: (1) Smart Meter Deployment; (2) Energy
Investments & Business Planning; (3) CommodityPoint; (4) Meter-to-Cash; (5) Pricing & Demand Response; (6) Public & Regulatory Issues
Management; and (7) Intelligent Project. We believe increased demand for electricity, infrastructure under-investment and grid deterioration
and an evolving regulatory environment has created opportunities for us.

We served 132 clients during fiscal year 2008. We concentrate our business activity throughout the United States and Canada, and Europe and
also serve select clients in Asia, South America, Africa and the Middle East. Our clients include utilities, investors, regulators, and energy
industry service providers such as vendors to utilities, both domestically and internationally, including companies such as General Electric,
Electronic Data Systems (EDS), SAP, Eskom Holdings, Union Fonesa SA, ICAP Energy, International Power, Alliance Data and several other
blue chip utility companies. Strategically, we believe customer concentration risk is mitigated, as no one single client represented more than
9.5% of our total net revenue in 2008. While customer retention is critically important to us, Utilipoint has continued to successfully drive new
customer relationships. Revenue contribution from our 63 new clients was approximately $502,700 in 2008.


                                                                         26
Acquisitions

A key element of our growth strategy is to pursue acquisitions. We plan to continue to acquire businesses if and when opportunities arise. We
expect future acquisitions to also be accounted for as purchases and therefore generate goodwill and other intangible assets. We expect to incur
additional debt for future acquisitions and, in some cases, to use our stock as acquisition consideration in addition to, or in lieu of, cash. Any
issuance of stock may have a dilutive effect on our stock outstanding.

Intelligent Project . On July 14, 2009, Utilipoint, acquired 60% of the interest in the Intelligent Project, LLC, a research and advisory services
firm addressing the challenges that utilities face in advancing and solving electricity consumers‘ needs related to the Smart Grid. As
consideration for the transaction, Utilipoint entered into a capital commitment agreement with Intelligent Project for an amount up to $200,000
to support its initial financing. Utilipoint will also provide certain management services to Intelligent Project in exchange for reasonable
compensation. Further, the existing members of Intelligent Project will provide services to Utilipoint in exchange for options to purchase an
aggregate of 550 shares of the common stock of Midas Medici that are fully-vested on the date of grant.

Utilipoint . On August 21, 2009, we completed the acquisition of Utilipoint, which upon the date of this transaction, became a wholly owned
subsidiary of Midas Medici. In connection with the acquisition, Utilipoint shareholders were issued newly issued restricted shares of common
stock of Midas Medici based on the relative valuation of Midas Medici and Utilipoint. As a result of the foregoing, an aggregate of 1,348,516
shares of Midas Medici were issued to Utilipoint shareholders in exchange for 42,191 Utilipoint shares. Further, all outstanding Utilipoint
options were exchanged for 172,597 Midas Medici options in accordance to the Midas Medici stock option program, adopted on July 27, 2009.
Knox Lawrence International, LLC., KLI IP Holdings, Inc. and UTP International LLC, former shareholders of Utilipoint, acquired an
aggregate of 889,444 of shares of our common stock and options to purchase 27,168 shares of our common stock at the closing of the Merger.
Nana Baffour, our CEO and Johnson Kachidza, our President are the principal shareholders of Knox Lawrence International LLC., KLI IP
Holdings, Inc. and key shareholders of UTP International LLC.

Immediately after the closing of the acquisition, but prior to this offering, an aggregate of 2,310,516 shares of common stock are issued and
outstanding. The shares of common stock issued by Midas Medici in connection with the acquisition were not registered with the Securities
and Exchange Commission and are considered to be restricted securities.




                                                                        27
Revenue

Our revenue is predominantly generated through time-and-materials contracts, bundled service agreements, fixed-price contracts, events and
conferences, and other revenue. Our revenue mix varies from year to year due to numerous factors, including our business strategies and the
procurement activities of our clients. Unless the content requires otherwise, we use the term ―contracts‖ to refer to contracts and any task orders
or delivery orders issued under a contract.

Under time-and-materials contracts, we are paid for labor at fixed hourly rates and generally reimbursed separately for allowable materials,
other cost of services and out-of-pocket expenses. Under bundled service agreements, the customers sign one-year subscription agreements for
a bundled set of analyst time and related services. Under fixed-price contracts, we perform specific tasks for a pre-determined price. Compared
to time-and-materials and cost-based contracts, fixed-price contracts involve greater financial risk because we bear the full impact of labor and
non-labor costs that exceed our estimates, in terms of costs per hour, number of hours, and all other costs of performance, in return for the full
benefit of any cost savings. We therefore may generate more or less than the targeted amount of profit or, perhaps, a loss. Under revenue from
our events and conferences; we solicit companies as event sponsors and individuals as conference attendees. These events include revenues
from sponsorships and registration fees.

Cost of services

Cost of services consist primarily of costs incurred to provide services to clients, the most significant of which are employee salaries and
benefits, reimbursable project expenses associated with fringe benefits, all relating to specific client engagements. Cost of services also include
the costs of subcontractors and outside consultants, third-party materials and any other related cost of services, such as travel expenses.

Selling, general and administrative

SG&A expenses include our management, facilities and infrastructure costs, as well as salaries and associated fringe benefits, not directly
related to client engagements. Among the functions covered by these expenses are marketing, business and corporate development, bids and
proposals, facilities, information technology and systems, contracts administration, accounting, treasury, human resources, legal, corporate
governance and executive and senior management.




                                                                        28
Results of Operations

The following discussion highlights results from our comparison of consolidated statements of operations for the periods indicated.

Six months ended June 30, 2009 compared to six months ended June 30, 2008 (dollars in thousands)

Net revenues. Net revenues for the six months ended June 30, 2009 was $1,729.6, compared to $1,771.1 for the six months ended June 30,
2008, representing a decrease of $41.5 or 2.3%. The decrease in net revenues was primarily due to our clients and target customers cutting
budgets for discretionary spending that account for Utilipoint's core revenues sources.

Cost of services. Cost of services for the six months ended June 30, 2009 were $930.6, or 53.8% of net revenue, compared to $885.4, or
50.0% of revenues, for the six months ended June 30, 2008. The slight decrease in our margins, as a result of higher cost of services as a
percentage of net revenues, was primarily due to variability in the type of services we provided.

Selling, general and administrative expenses. Selling, general and administrative expenses for the six months ended June 30, 2009 were
$815.0, or 47.1% of net revenue, compared to $795.0, or 44.9%, for the six months ended June 30, 2008. Selling, general and administrative
expenses increased slightly over the reporting period but increased materially as a percentage of net revenues. This is primarily due to the fixed
nature of our selling, general and administrative costs.

Operating income (loss). For the six months ended June 30, 2009, earnings from operations were negative $75.4, compared to $32.9
operating income for the six months ended June 30, 2008. Earnings from operations decreased primarily due to reduced net revenues combined
with the fixed cost nature of our business.

Interest and tax expense. For the six months ended June 30, 2009, interest expense was $43.1, compared to $29.4 for the six months ended
June 30, 2008. Tax provisions were not material for either period.

Year ended December 31, 2008 compared to year ended December 31, 2007 (dollars in thousands)

Net revenues. Net revenues for 2008 was $3,660.9, compared to $3,910.4 for 2007, representing a decrease of $249.5, or 6.4%. This
decrease was due primarily to macroeconomic market conditions, impacting clients' budgets for research and consulting engagements.

Cost of services. Cost of services for 2008 were $2,037.0, or 55.6% of net revenue, compared to of $2,149.1, or 55.0% of net revenues for
2007. This 5.2% decrease in cost of services associated with our net revenues was in proportion to our reduction in net revenues during the
reporting period.

Selling, general and administrative expenses. Selling, general and administrative expenses for 2008 were $1,778.5, or 48.6% of net revenue,
compared to $1,548.0, or 39.6% of net revenue, for 2007. This 14.8% increase in selling, general and administrative expenses resulted from a
variety of factors including: hiring additional staff to support our finance function and European operation and increased professional services
expenses to support our audit and incremental legal fees. Depreciation and amortization for 2008 and 2007 was stable, at $17.9 and $10.9,
respectively.

Operating income (loss ). For 2008, operating loss was $271.6, down $449.0 from an operating income of $177.4 in 2007. The decrease was
primarily due to the decrease in net revenues and increase in cost of services that resulted in lower than historical staff utilization.

Interest and tax expense. For 2008, interest expense was $63.9, compared to $66.4 for 2007. Our payment of interest has remained steady
during the reporting period because long term contractual obligations remained relatively constant. The Company incurred income tax expense
of $45.7 in 2007 and income tax benefit of $35.8 in 2008 primarily as a result of changes in deferred assets and liabilities.

Liquidity and Capital Resources

We consider cash on deposit and all highly liquid investments with original maturities of three months or less to be cash and cash equivalents.
We maintain minimal cash balances. Cash and cash equivalents at December 31, 2008 were $144,546 compared to $0 at December 31, 2007.

During the year ended December 31, 2008, net cash of $62,923 was provided by operating activities, compared to $41,265 provided during
2007. A net loss of $299,689 in 2008 compared to a net income of $68,063 in 2007. Macroeconomic market conditions accounted for the
majority of the decrease. During the year ended December 31, 2008, net cash used by investing activities was $3,168 compared to $0 during
2007. During the year ended December 31, 2008, net cash provided by financing activities was $87,663 compared to $58,839 used in 2007.
During the year ended December 31, 2008, Utilipoint‘s working capital deficit was $1,021,574 compared to a working capital deficit of
$392,390 for the year ended December 31, 2007.
The Company‘s primary liquidity needs are for working capital, repayment of debt, new acquisitions, capital expenditures and the payment of
obligations on prior acquisitions. Historically, we have relied primarily on our cash flow from operations and borrowings under our credit
facility and cash from stockholders and third party financings to provide the capital for our liquidity needs.

Utilipoint has funded its operations since inception through the use of cash obtained principally from stockholders and third party financings.
Utilipoint , through its acquisition by Midas Medici Group Holdings, Inc. is in the process of raising external financing to provide working
capital. Our financial statements have been prepared on the basis that Utilipoint will continue as a going concern and as such do not include
any adjustment that might result from this uncertainty.


                                                                       29
Following this offering, we expect that our cash flow from operations and the proceeds from the public equity offering will allow the Company
to continue to meet our anticipated cash requirements for at least the next twelve months, excluding any additional funding we will need to
pursue our acquisition strategy. Such acquisitions, if entered into will be funded by the sale of additional debt or equity securities or additional
bank financing. The sale of additional equity securities could result in additional dilution to our stockholders and there can be no guarantee that
we will be successful in raising those additional funds on terms that are favorable to us. Any acquisitions we undertake may be funded through
other forms of debt, such as publicly issued or privately placed senior or subordinated debt, or the use of common or preferred equity as
acquisitions are considered.

Our liquidity is affected by many factors, some based on the normal ongoing operations of the business and others related to the uncertainties
of the industries in which we compete. Our liquidity may also be adversely affected by the current economic conditions, including consumer
spending rates, the ability to collect on our accounts receivable and our ability to obtain working capital due to the tightening of global credit
markets. Although our cash requirements will fluctuate based on the timing and extent of these factors, we believe that, after this offering, cash
generated from operations, together with our current cash balance and borrowing capability should be sufficient to satisfy our cash
requirements for the next twelve months. Long-term liquidity is dependent upon achieving consistent profitability or raising additional
financing. If necessary, the Company will seek any necessary additional funding through arrangements with corporate collaborators, through
public or private sales of its securities, including equity securities, or through bank financing. There is no assurance that additional funds will
be available on terms favorable to the Company and its stockholders, or at all.


Off-Balance Sheet Arrangements

Utilipoint does not have any off-balance sheet arrangements.

Contractual obligations

The following table summarizes our contractual obligations (excluding interest in the case of debt) as of June 30, 2009 that require us to make
future cash payments.

Maturities of long-term borrowings at June 30, 2009 are as follows:

                                                         Year                    Amount
                                                2010                      $          504,418
                                                2011                                        -
                                                2012                                        -
                                                2013                                   62,500
                                                2014                                   25,000
                                                Total                     $          591,918


We renegotiated the remaining principal and unpaid interest balance on our line of credit of $82,264 with an interest rate of 9.25% by executing
a Promissory Note Agreement with the Bank of Albuquerque on June 30, 2009. The 9.25% note matures on December 31, 2009 and will be
repaid in 5 principal payments of $9,000 each and one final principal and interest payment of $37,561. The 9.25% note is an extension /
renewal / modification of the credit facility and as such is secured by Utilipoint‘s accounts receivable, fixed assets and a right of offset against
cash accounts held with the bank.

Impact of our initial public offering

The completion of this offering will have near and long-term effects on our results of operations. Over the long-term, our results of operations
will be affected by the costs of being a public company, including changes in board and executive compensation, the costs of compliance with
the Sarbanes-Oxley Act of 2002, the costs of complying with the Security Exchange Commission (―SEC‖) and Nasdaq requirements, and
increased insurance, accounting and legal costs. These costs are not reflected in our historical results.

Increased Business Development and Executive Leadership Resources

In July 2009, with the Capital Contribution Agreement with The Intelligent Project, LLC (refer to footnote #13 of the audited notes to
Utilipoint‘s consolidated financial statements, Subsequent Events – Capital Contribution Agreement with The Intelligent Project, LLC), two
veteran executives joined the Company. The addition of these individuals increased the Company‘s resources in business development and
executive leadership. With the merger with Midas Medici, two seasoned executives are expected to contribute to the business development
efforts of the Company via their extensive relationships and contacts in the energy industry. The Company believes this addition of executive
talent will significantly increase its revenues and profits while optimizing how it manages its operations.
Critical Accounting Policies and Significant Judgments and Estimates

Our discussion and analysis of our financial condition and results of operations are based on our financial statements, which have been
prepared in accordance with accounting principles generally accepted in the United States, or GAAP. The preparation of these financial
statements requires us to make estimates and judgments that affect the reported amounts of assets and liabilities and the disclosure of
contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting
periods. We review our estimates on an ongoing basis, including those related to allowances for doubtful accounts, fair value of common stock
put options, certain revenue recognition related to contract deliverables, valuation allowances for deferred tax assets, rates at which deferred tax
assets and liabilities are expected to be recorded or settled, accruals for paid time off and the estimated labor utilization rate used to determine
cost of services. We base our estimates on historical experience, known trends and events, and various other factors that we believe to be
reasonable under the circumstances, the results of which form our basis for making judgments about the carrying values of assets and liabilities
that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Our management believes the following accounting policies and estimates are most critical to aid you in understanding and evaluating our
reported financial results.


                                                                        30
    Revenue Recognition

We recognize revenue under our contracts when a contract has been executed, the contract price is fixed and determinable, delivery of services
or products has occurred, and collectability is considered probable and can be reasonably estimated. Contract revenue recognition inherently
involves the use of estimates. Examples of estimates include the contemplated level of effort to accomplish the tasks under contract, the cost of
the effort, and an ongoing assessment of the Company's progress toward completing the contract. From time to time, as part of our standard
management process, facts develop that require us to revise our estimated total costs and revenues. To the extent that a revised estimate affects
contract profit or revenue previously recognized, we record the cumulative effect of the revision in the period in which the facts requiring the
revision become known. The full amount of an anticipated loss on any type of contract is recognized in the period in which it becomes probable
and can be reasonably estimated.

We have multiple service offerings to our client base for which revenue is recognized as follows:

Fixed-Price Contracts

Fixed price contracts are projects where services are provided at an agreed to price for defined deliverables. On occasion, clients with fixed
price contracts will require an accounting of all hours worked on a project at an agreed to hourly rate to accompany an invoice.

We recognize revenue when a deliverable is provided except in the case where the client requires time reporting to accompany invoices. In
that case, we recognize revenue up to the amount the time records support, because clients requiring time reporting with hourly rates on fixed
price contracts typically can only ask for refunds on fixed price projects up to the amount determined as if the contract had been time and
materials. With acceptance of the final deliverable, all revenue is recognized.

Bundled Service Agreements (―BSAs‖)

BSAs are packages of services that clients subscribe to, typically on an annual contract basis. The services typically include a combination of
the following:

•        Access to subject matter experts as needed, by telephone
•        Discounted fees for Utilipoint events
•        Advertising space on the IssueAlert® e-publication
•        One to three reports and/or whitepapers on industry topics
•        Briefings on industry trends and research findings

BSAs also include annual memberships in the Advanced Metering Infrastructure and Meter Data Management (―AMI MDM‖) forum and
corporate contracts. The AMI MDM forum is designed for electric, water, and/or gas utilities, regulators, utility governing boards, ISOs
(Independent System Operators), and consumer advocacy groups to come together and discuss meter data management successes, problems,
issues, interfaces and best practices. Corporate contracts are characterized by an annual contract for a pre-defined amount of market research
hours. Clients of this service receive access to Utilipoint‘s directory and InfoGrid products. The primary service is the block of hours
purchased.

We believe that the substance of BSA‘s, as pointed out in a recent survey of its clients, indicates that the purchaser pays for a service that is
delivered over time. As a result, revenue recognition occurs over the subscription period, or in the case of corporate contracts as the hours are
utilized, reflecting the pattern of provision of service.

Time and Materials Contracts (―T&M‖)

T&M are services billed at a set hourly rate. Project related expenses are passed through at cost to clients. Normally invoices occur on
monthly basis. We recognize revenue as billed unless the project has a major deliverable(s) associated with it, in which case the revenue is
deferred until the major deliverable(s) is provided.

Events and Sponsorships

We host events such as conferences. These events include revenues from sponsorships and registration fees which are recognized in the month
of the event. Revenues from sponsors of the AMI MDM forum are recognized over the annual subscription period, reflecting the pattern of
provision of service.



                                                                        31
Goodwill and the amortization of intangible assets

Costs in excess of the fair value of tangible and identifiable intangible assets acquired and liabilities assumed in a business combination are
recorded as goodwill, in accordance with Statement of Financial Accounting Standards (―SFAS‖) 141, Business Combinations . Goodwill and
intangible assets acquired in a purchase business combination and determined to have an indefinite useful life are not amortized, but instead
reviewed annually (or more frequently if impairment indicators arise) for impairment in accordance with the provisions of SFAS 142 Goodwill
and Other Intangible Assets . SFAS 142 also requires that intangible assets with estimable useful lives be amortized over their respective
estimated useful lives to their estimated residual values, and reviewed for impairment in accordance with SFAS 144, Accounting for
Impairment or Disposal of Long-lived Assets.

Utilipoint‘s acquisition of Intelligent Project was accounted for as a purchase and involved purchase price equal to the book value or the sum of
amount of expenses we have realized, and therefore not resulting in the creation of goodwill.

Our acquisition of Utilipoint was accounted for as a purchase and involved a purchase price well in excess of tangible asset values, resulting in
the creation of goodwill and other intangible assets. In advance of our acquisition of Utilipoint, management, with the assistance of a
valuation person, valued Utilipoint‘s intangible assets to be $3.7 million. The resulting increased level of intangible assets will increase our
depreciation and amortization charges. At June 30, 2009 on a pro forma basis, goodwill accounted for 52% of our total assets, and purchased
intangibles accounted for 38% of our total assets. Under generally accepted accounting principles, we will test our goodwill for impairment at
least annually, and if we conclude that our goodwill is impaired we will be required to write down its carrying value on our balance sheet and
book an impairment charge in our statement of operations.

We follow the provisions of SFAS 144 in accounting for impairment or disposal of long-lived assets. SFAS 144 requires that long-lived assets
and certain identifiable intangibles be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount
of an asset might not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an
asset to future undiscounted net cash flow expected to be generated by the asset. If such assets are considered to be impaired, the impairment to
be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of
are reported at the lower of the carrying amount or fair value, less cost to sell.

Effects of inflation

We generally have been able to price our contracts in a manner to accommodate the rates of inflation experienced in recent years, although we
cannot be sure that we will be able to do so in the future.


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                                                                   BUSINESS

Overview

We are a clean energy company that provides services to utilities and others to further the development of the electric grid. The electric grid is
the entire infrastructure available to generate, transmit, and distribute electricity to end users. We define the ―Smart Grid‖ as the electric grid,
enhanced by a full spectrum of technologies and solutions designed to make it function more efficiently, reliably and securely. We believe the
Smart Grid will enable consumers to make smarter decisions about electricity consumption, helping curb the rising demand for electricity while
reducing their carbon footprint.

In much the same way that technological advances in microprocessors, power electronics and the internet revolutionized the
telecommunications industry, we believe these technological advances are transforming the traditional electric grid into a ―Smarter Grid‖ and
significantly improving its capabilities. Key elements of the Smart Grid include the ability to: introduce clean energy sources into the grid;
transmit, store and analyze data along the grid; communicate information between all segments of the grid; automate certain functions of the
grid using advanced control systems and devices; and reduce the carbon footprint using various products, processes and services. In October
2008, the U.S. Department of Energy released a study, ―The Smart Grid: An Introduction‖, in which it estimated that enhancements will ease
congestion and increase utilization of full capacity, sending between 50% to 300% more electricity through the existing electric grid.

Through our wholly-owned subsidiary, Utilipoint, we provide energy industry consulting services in seven practice areas that encompass the
entire energy and utility value chain, including:

  
    Smart Meter Deployment – that provides: 1) research and consulting focused on more effective deployment of smart meters to
    customers, and 2) efficient management of data traffic between end-users and providers of electricity;
  
    Energy Investments & Business Planning –that provides investment decision support to utilities and investment firms;
  
    CommodityPoint – that provides research and advisory services designed to assist commodities traders to manage trading risk;
  
    Meter-to-Cash – that provides independent research and consulting services applied to the end-to-end utility-customer value chain from
    when a meter is read to the point cash is received;
  
    Pricing & Demand Response – that assists utilities and their regulators to design mechanisms for setting electricity rates and
    formulating prices for electricity;
  
    Public & Regulatory Issues Management – that provides assistance for potentially controversial public, regulatory, and legal issues
    associated with the generation, transmission and distribution of electricity; and
   Intelligent Project – that produces highly structured, issue-focused research and executive forums to assist executives in analyzing
    The
    customer related issues associated with the ―Smart Grid‖.

In addition, we host annual conferences in the US and Europe targeted to our client base to discuss topical issues in the clean energy and Smart
Grid sector. These conferences bring together key energy industry participants such as regulators, utility senior executives, policy makers,
investors and senior executives from technology and services companies serving the energy industry. Our flagship US annual conference
attracted over 200 participants in 2008. Our European conference in its second year attracted over 100 participants in 2008.

Our clients include utilities, investors, regulators, and energy industry vendors and service providers both domestically and internationally.
According to the International Energy Agency‘s World Energy Outlook 2008, electric power infrastructure will require cumulative worldwide
investment of over $13.6 trillion (in year-2007 dollars) in 2007-2030, or 52% of the total infrastructure needed. On a national level, and
according to the Brattle Group, investment totaling approximately $1.5 trillion will be required between 2010 and 2030 to pay for grid
infrastructure in the United States. We believe we are well positioned to benefit from this anticipated market evolution.

Founded in 1933, Utilipoint built its brand name in the power utility industry by supplying market data intelligence to major US utilities
spanning the entire market segment from generation to consumption. Today, Utilipoint is a full service energy-focused consulting firm,
providing independent research-based information, analysis, and consulting to energy companies, utilities, investors, regulators, and industry
service providers alike.




                                                                        33
Our Business Strategy

Our business strategy is to leverage the knowledge and experience of Utilipoint and the experience of our management team‘s 20 years of
investing in and operating energy services companies. Prior to joingin our company, our management team has acquired and operated
businesses with an aggregate enterprise value of approximately $600 million in the energy services sector. We intend to identify new areas of
growth and expand our activities beyond our current consulting business. We expect to execute on this growth strategy through organic growth
and acquisitions. Targeted areas of growth include: engineering services; data warehousing and information technologies; and financial
services.

Pursue strategic acquisitions

A key element of our growth strategy hinges upon executing strategic acquisitions of companies providing services and solutions that support
the development of clean energy and the Smart Grid. We believe that we can leverage our management team‘s expertise in investing in and
operating companies in the energy services sector to implement our strategy of expanding our activities outside of Utilipoint's core area of
consulting services. We plan to pursue a disciplined acquisition strategy to obtain new customers, increase our size and market presence and
obtain capabilities that complement our existing portfolio of services, while focusing on cultural compatibility and financial impact. Our
acquisition strategy is focused on specific and well-suited business activities that fit within the clean energy and Smart Grid sector.

Our acquisition strategy cuts across the four major segments of the electricity grid: generation, transmission, distribution and end-use
consumption. We believe that the ability to provide services that apply across the four segments provides the greatest opportunity to impact the
development of the Smart Grid. We believe that a comprehensive product offering will differentiate us from the other companies serving our
industry sector.

• Generation: We believe firms which provide technology or processes to allow power generation into the grid from alternative forms of
energy such as solar, wind or hybrid cars enhance the Smart Grid by reducing the carbon footprint. Companies that provide clean coal
solutions, renewables dispatch solutions, load and asset management systems, engineering services, distributed generation technologies and
support services are all critical components to the Smart Grid solution to reduce emissions, improve efficiency, increase reliability and promote
energy independence.

• Transmission : The transmission system can also benefit from technologies, devices and solutions including grid automation systems,
superconducting wires, transmission support services, engineering services, Supervisory Control and Acquisition Data Systems (SCADA)
Management Systems, visualization systems for control rooms, and control and management systems for dispatch. Companies providing these
services and solutions enable utilities and transmission system operators to deliver electricity more efficiently, securely and reliably. We plan to
acquire and grow firms that provide these types services or solutions.

• Distribution : We believe that enhanced information and communication between the utility and end-consumer is the most powerful aspect
of a Smart Grid. Firms which provide the hardware and software around advanced meters and meter data management, or provide professional
services around smart meter deployments and demand response programs, are well positioned to benefit from the evolution of the Smart Grid.

• End-Use Consumption : The entire power infrastructure culminates in the usage of electricity by customers in homes and commercial
businesses. Understanding end-user consumer behavior patterns and drivers is critical to successful deployment of most Smart Grid solutions
and technologies. Utilipoint‘s acquisition of The Intelligent Project is the first step towards participating in this critical aspect of the Smart
Grid. We intend to acquire more companies providing tools and services that serve, better understand and educate the end-use consumer.

Some of the types of businesses that we have currently identified for possible acquisition include:

Engineering companies that provide enabling solutions to the Smart Grid infrastructure;
Technology companies that provide data warehousing technology infrastructure and data center solutions;
Companies that facilitate financing of energy efficiency initiatives for consumers and commercial enterprises; and
Other companies or products and services aimed at commercial/industrial customers and consumers to impact the Smart Grid.

Currently we have no agreements, plans or arrangements with any third parties for any one or more acquisitions. There can be no assurance
that we will be able to consummate any strategic acquisitions, or even if we are able to do so, that any one or more acquisition will prove to be
profitable or otherwise beneficial to our company.


                                                                         34
Consistent with its strategy, on July 14, 2009, Utilipoint completed the acquisition of 60% of The Intelligent Project, LLC, a research and
advisory services firm that provides consulting services to help clients understand and consider the Smart Grid‘s impact on end user customers,
critical to successfully deploying Smart Grid solutions. The Company produces highly structured, issue-focused research and executive forums
to enable dialogue, innovative thinking and solutions-based strategies to emerge. The Intelligent Project‘s product offering is designed to assist
executives think through all customer related issues associated with the Smart Grid to ensure customers‘ acceptance and Smart Grid
penetration. It is headquartered at Purdue Research Park in West Lafayette, Indiana. As part of the transaction, we have retained The Intelligent
Project‘s senior management, David Steele and Peter Shaw. Mr. Steele and Mr. Shaw are veteran utility executives with expertise in customer
issues who will play critical roles in implementing our business strategy.

Leverage our Management Team’s diverse industry experience

Our management team, led by our CEO, Nana Baffour, and President, Johnson Kachidza, possesses a breadth and depth of industry experience
which we believe will directly enable us to achieve our growth objectives. We believe that collectively, our relationships with executive level
management at utilities, regulators, vendors, technology leaders and investment professionals who are active in the utility space will serve us
well as we continue to execute our business strategy. Prior to joining our company, the members of our management team successfully
completed, as principal investors and operators, 11 energy services acquisitions with an aggregate enterprise value of approximately $600
million. We believe that their experience and expertise will maximize our chances of succeeding in acquiring and managing energy services
companies with customers that include utilities, educational institutions, automobile manufacturers, architectural engineering firms, technology
providers, general manufacturers and local municipalities.

Grow our client base and increase scope of services provided to existing clients.

We intend to grow our client base by expanding our geographic presence domestically and internationally, while maintaining strong
relationships with our current clients by increasing the scope of services provided to them. We expect to focus our international expansion on
Europe, leveraging Utilipoint‘s European headquarters in the Czech Republic. In addition, we intend to invest in development and marketing
initiatives in order to strengthen our brand recognition among potential clients. An integral part of our customer strategy is implementing our
customer relationship management process that enables us to manage our customer base more effectively as customers spend more on our
services. Through Utilipoint, we served 132 clients during fiscal year 2008.

Focus on higher margin contracts and recurring revenue.

We currently invoice our clients for our services based on either fixed price contracts, time and materials contracts or under ―bundled service‖
arrangements (subscription agreements for a bundled set of analyst time and related services, typically renewed annually). Presently, a
majority of our agreements are based on fixed price contracts. We plan to focus our efforts on obtaining energy consulting assignments in the
form of subscription-based revenues and bundled service agreements, which we believe will provide us with higher profit margins and a larger
base of annually recurring revenue.

Strengthen our end-to-end service offerings.

We plan to leverage our strong client and industry relationships to increase our revenue from research, advisory and consulting services, which
include information technology solutions, executive level executive consortiums, primary research, project management, project delivery and
conferences. Due to the comprehensive nature of our service offerings through our subsidiary Utilipoint, we believe our advisory services
provide us with insight into market gaps that may not be evident to our competitors. Additionally, we feel we are best positioned to capture a
greater portion of the implementation work on the Smart Grid that directly results from our advisory services. We believe that expanding our
client engagements into implementation and evaluation and improvement services will increase the scale, scope and duration of our contracts
and thus accelerate our growth.

Build upon our brand equity .

Through our subsidiary Utilipoint, we enjoy 76 years of brand recognition as an industry expert and leader in the energy utility consulting
segment spanning generation, transmission, distribution, and end-use consumption. We intend to distinguish ourselves as a diversified clean
energy and Smart Grid focused company. We believe that by distinguishing ourselves as a clean energy and Smart Grid-focused organization
will increase the number of clients seeking our services as well as expand the acquisition opportunities available to us.




                                                                       35
Capitalize on operating leverage .

We have built a corporate infrastructure and internal systems that we believe are readily scalable and can accommodate significant growth
without a proportionate increase in expense. We have invested significant time and resources in developing our acquisition, integration,
strategic and operational management processes and methodologies. Prior to joining our company, our management team members have
successfully applied these processes and methodologies to grow companies profitably. As our revenue base grows, we expect to realize
operating leverage by spreading the costs associated with our corporate infrastructure and internal systems over a larger revenue base, which
would increase our operating margins. We believe that the knowledge base provided by Utilipoint can be used to identify additional organic
and acquisition opportunities as well as provide the framework for analyzing those opportunities and thereby ensuring successful execution.

Our Competitive Strengths

We believe that our industry experience and expertise position us well for rapid expansion into the clean energy and Smart Grid space. We
believe that our competitive strengths include:

We have an experienced management team.

Our management team possesses extensive experience acquiring and integrating energy services businesses. We believe our relationships with
senior executives throughout the electric energy industry and our comprehensive understanding of the US regulatory framework provide us
with the insight to identify and the skills to take advantage of opportunities. We think that our processes and methodologies are well proven
and will help us effectively target, implement and integrate acquisitions. This experience will be critical in executing our business plan in the
clean energy and Smart Grid sector.

In addition, with an average tenure of 20 years in the industry, our management team has a history of successfully building companies into
stable and positive cash flow generating assets through strategic and operational guidance and leveraging critical partnerships. Furthermore,
we believe that our management team‘s industry relationships will enable us to attract the best talent to effectively support our aggressive
acquisition strategy. Over the past decade, our management team has developed a metrics based process for operating and growing businesses
including compensation models for incentivizing management, dashboards for monitoring operational and financial performance, sales and
pipeline management techniques and customer relationship management processes. We believe that consistent with our historical performance,
these methodologies and processes will enable us to achieve success in operating and managing our business.

We have a highly experienced professional staff with deep subject matter knowledge.

Management believes the thought leadership and in-depth subject matter knowledge of our experts coupled with our corporate experience
developed over decades of providing advisory services at the intersection of electricity and technology makes us a valuable resource to our
clients and distinguishes us from our competitors. Currently, more than 50% of our professional staff holds post-graduate degrees in such
diverse fields as economics, engineering, business administration, information technology, law, life sciences and public policy. In addition,
members of our professional staff each have average of 20 years of direct industry experience. We believe their experience and qualifications
enable us to deploy multi-disciplinary teams able to identify, develop and implement solutions that are creative, pragmatic and tailored to our
clients‘ specific needs.

Long-standing relationships with our clients.

Through Utilipoint in the year ended December 31, 2008, we have successfully served 132 clients. Through our Utilipoint subsidiary, we
maintain a highly reference-able customer base and long-standing relationships with our clients and industry executives. We believe that our
existing client base, provides an excellent foundation to acquire additional clients, while also providing opportunities to sell additional products
and services to our existing clients. We believe that our client base is a value creator for our acquisition program since it enhances our
reputation as a business, making us a desirable buyer.

Versatile advisory services practice.       We believe our advisory approach to consulting and understanding of our clients‘ requirements and
objectives, gives us a significant competitive advantage, permitting us to gain access to key client decision makers during the initial phases of
their policy, program, project or initiative which we hope to leverage into opportunities for other facets of our business.

Our analytical models and methods allow us to deliver solutions to clients.

We have developed energy-planning, benchmarking and pricing models that are used by municipalities and commercial utilities around the
world. In addition, we have developed a suite of proprietary tools, databases and project management methodologies that are available to be
utilized on client engagements. We have developed proprietary research databases, tools and publications such as Utilipoint‘s Technology
Vendor Analysis Matrix, QuickStrategy methodology and IssueAlert® all of which we believe promote our competitive advantage in the
energy consulting industry. Our coal plant database is widely used by power generators and their vendors to make decisions about emission
control systems, siting and maintenance programs for coal plants. Our demand response database includes metrics measuring the effectiveness
of demand response programs across 3,000 utilities in the US and has been part of a 2008 report by the US Congress on demand response
initiative. We believe that these tools cannot be easily duplicated and therefore provide us with a compelling competitive advantage.


                                                                    36
Our Clients and Contracts

Through our Utilipoint subsidiary, we served 132 clients during fiscal year 2008. In 2008, roughly $1.6 million, or 48% of total revenue was
generated from returning customers and approximately $1.8 million from new customers. In 2008, our average revenue per customer was
approximately $22,000. Representative clients include: major utilities and energy companies, energy generation and other industry equipment
vendors, suppliers of emerging and alternative energy technologies and services, investment firms who cover the energy utility or commodity
verticals, software vendors, and other information technology service providers serving the industry. Our clients are international, with
representation stretching across North America, South America, Europe, Asia, Africa and Australia. We concentrate our business activity
throughout the United States and Canada, We also serve select clients in Asia, South America, Africa and the Middle East. Our clients include
utilities, investors, regulators, and energy industry service providers such as vendors to utilities, both domestically and internationally,
including companies such as General Electric, Electronic Data Systems (EDS), SAP, Eskom Holdings, Union Fonesa SA, ICAP Energy,
International Power, Alliance Data and several other blue chip utility companies. No one single client represented more than 9.5% of total net
revenues in 2008.

We currently have a variety of contractual arrangements with our clients, which include:

Fixed-Price Contracts

Fixed price contracts are projects where services are provided at an agreed to price for defined deliverables. On occasion, clients with fixed
price contracts will require an accounting of all hours worked on a project at an agreed to hourly rate to accompany an invoice.

Bundled Service Agreements

Bundled Service Agreements, or BSAs, are packages of services that clients subscribe to, typically on an annual basis. The services typically
include a combination of the following:

•       Access to subject matter experts as needed, by telephone;
•       Discounted fees for Utilipoint events;
•       Advertising space on the IssueAlert® e-publication;
•       One to three reports and/or whitepapers on industry topics; and
•       Briefings on industry trends and research findings

BSAs also include annual memberships in the Advanced Metering Infrastructure and Meter Data Management (―AMI MDM‖) forum and
corporate contracts. The AMI MDM forum is designed for electric, water, and/or gas utilities, regulators, utility governing boards, ISOs
(Independent System Operators), and consumer advocacy groups to come together and discuss meter data management successes, problems,
issues, interfaces and best practices. Corporate contracts are characterized by an annual contract for a pre-defined amount of market research
hours. Clients of this service receive access to Utilipoint‘s directory and InfoGrid products. The primary service is the block of hours
purchased.

We believe that the substance of BSA‘s, as pointed out in a recent survey of its clients, indicates that the purchaser pays for a service that is
delivered over time. We recognize revenues over the subscription period, or in the case of corporate contracts as the hours are utilized
reflecting the pattern of provision of service.

Time and Materials Contracts

Time and material contracts are services billed at a set hourly rate. Project related expenses are passed through at cost to clients. Normally
invoices are sent to our clients on a monthly basis.

Our Services

Smart Meter Deployment

Our unique Smart Meter Deployment practice provides unbiased market research, consulting and project management services to utilities,
regulators, new and established vendors deploying smart meter technology into the marketplace. We work with utilities to help manage smart
meter pilot programs and technology implementations by managing all elements of the service offering including: program design, vendor
selection, project planning, meter, our meter data management and data analysis.


                                                                         37
As an example of our Smart Meter Deployment services , Utilipoint is currently managing a residential smart meter and smart meter pricing
pilot, where 1,400 customers will use a combination of technology and innovative rate structures to reduce electricity usage. The pilot was
sponsored by the local public utility, the Public Utilities Commission, and a consumer advocate group. We believe it is the first in the world to
test smart metering with three different advanced residential rate options.

Energy Investments & Business Planning

Our Energy Investments practice provides business planning and market studies, and helps refine business plans for companies looking for
external funding, acquisition opportunities, and investment decision support. Our consultants and analysts have an understanding of the
regulatory considerations impacting investment into the sector and unique strategy modeling capabilities and approaches to support investment
decisions. We also work with investor groups, venture capital and private equity firms on independent analysis of investment opportunities.

As an example of our business planning services, in response to a then upcoming public vote on whether to form a new electric utility,
Utilipoint was hired by a local utility company in Washington to advice on upcoming public vote on whether to form a new electric utility,
Utilipoint was hired by a local utility company to perform asset and a business valuation, economic and engineering feasibility study and
presentations of the study results in numerous public forums. We believe our involvement helped to successfully mitigate the requirement of
additional capital investment by the client.

CommodityPoint

Our CommodityPoint practice provides expert information, independent research, market studies, consulting and analyst services in the area of
energy commodity trading, transaction and risk management. We believe that our practice professionals are acknowledged and accomplished
experts in their field and are relied upon by our clients to provide unambiguous and independent advice and information.

Our CommodityPoint practice recently released its 2009 TRM Vendor Perceptions Study report. The CommodityPoint TRM Vendor
Perception study is repeated every two years and represents a view of how users and prospective buyers perceive the market landscape. We
believe that by capturing a representation of user and buyer perceptions about the vendors in the space much can be learned regarding market
maturity and the overall evolution of TRM software. This study was conducted during the first quarter of 2009 and represents user and buyer
views as of the close of 2008.

Meter-to-Cash

Our Meter-to-Cash practice provides expert information, independent research, market studies, consulting and analyst services in the areas of
customer care, customer information systems and customer relationship management. We believe Utilipoint's practice professionals are
acknowledged and accomplished experts in their field and are relied upon by our clients to provide unambiguous and independent advice and
information. Utilipoint's customer information services clients include Investor-owned utilities, cooperatives, municipals, technology vendors,
software vendors and regulatory agencies.

As an example of our meter-to-cash services, the a Canadian Public Utility Commission, ordered a collaborative process to benchmark gas and
electric customer care and billing to market using Utilipoint‘s database. As a result, the commission was able to set gas and electric rates on a
go-forward basis based on the benchmark results.

Pricing & Demand Response

Our pricing and demand response practice is dedicated to providing wholesale and retail electricity market design and pricing services to
electricity market stakeholders. Our clients include independent system operators, utilities, competitive load serving entities, demand response
program providers, state and federal regulatory agencies, and business and investment entities with a commercial interest in the design and
operation of electricity markets.

As an example of these services, the Energy Policy Act of 2005 mandated demand response as the official policy of the United States. On
behalf of the Federal Energy Regulatory Commission, or FERC, we surveyed over 3,000 utilities in the United States and performed analysis
that contributed to a FERC Staff Report on Demand Response and Smart Metering published in 2006 and 2008 and sent to Congress as an
update on progress on Smart Grid related issues including demand response and advanced metering initiatives.


                                                                        38
Public & Regulatory Issues Management

Our Public & Regulatory Issues Management practice has a 25-year track record of working with utilities to manage potentially controversial
public, regulatory, and legal issues. We believe that through Utilipoint's independent and expert assistance, utilities can enhance public trust,
broaden and improve communication of the relevant issues and smooth the communication process with their customers and the public.

In 2008, Utilipoint was hired to design a public outreach process including documentation of the project for public use in connection with a
proposed nuclear plant and the associated 200 miles of new transmission facilities. The project was approved by state regulators with no
organized public opposition.

The Intelligent Project, LLC

Management believes that Utilipoint‘s acquisition of The Intelligent Project, LLC a consulting firm focused on helping clients address issues
related to the customer aspects of Smart Grid deployment, positions us to be a leader in dealing with Smart Grid customer-related issues. The
Intelligent Project delivers its services through a consortium delivery model, combining power industry executives with executives from other
industries where significant customer transformation has occurred, such as telecommunication, financial services and retail industries where
technology and regulations have transformed the customer experience.

In 2009, The Intelligent Project was hired by a Mid-Atlantic utility to develop a progressive voice of the customer program to enable the utility
assess the impact of its upcoming smart meter deployment. In partnership with academic resources from Purdue University, the team from the
Intelligent Project designed and facilitated customer focus groups and specialized research to provide data and analyses to help the client
determine the best pricing models to induce adoption of smart meters.

Industry Background

The Electric Power Industry

The electric power industry can be broken into four components: Generation, Transmission, Distribution, and End-Use Consumption.
Generation is the process of producing electric energy or the amount of electric energy produced by transforming other forms of energy.
Transmission refers to the high-voltage, long-distance transfer of electricity. Distribution refers to medium-voltage, medium-distance transport
from transmission substations to customer meters. Furthermore, distribution and transmission are commonly referred to together as the ―grid‖.
End-Use Consumption is the use of electricity by residential, commercial and industrial customers.




Figure 1: The ―traditional electric‖ power value chain encompassed centralized generation, high-voltage transmission, medium-voltage
distribution, and end use by industrial, commercial and residential customers.

Substantive regulation of the utility industry at the federal level began with the passage of the Public Utility Holding Company Act of 1935.
PUHCA regulated vertically integrated monopolies that were designed to manage the mission critical service of generating, transmitting and
distributing electricity to end users in predefined service regions. These vertically integrated utilities are also regulated at the federal level by
the Federal Energy Regulatory Commission and at the state level by the Public Utility Commissions. FERC regulates the interstate
transmission of natural gas, oil and electricity, including wholesale sales of electricity outside the utility predefined service region, while PUCs
generally regulate the quality of service and rates charged to retail customers. The rates are designed to recover a PUC determined return on
and of investment as well as other cost of service expenses.
39
The benefits of the monopoly nature of the industry have been questioned and challenged over the past 30 years. The rationale for a deregulated
market place has been driven by various factors, including: (1) a need to reduce end-user rates by introducing competition among utilities; (2)
advances in technologies used to generate electricity that made it possible to produce electricity more cost effectively on a smaller scale
(making it possible to introduce other efficient generating sources into the grid); (3) a general view that the regulatory laws introduced in 1935
were obsolete. FERC and the PUCs have driven an industry restructuring to enable and encourage the development of more efficient generation
sources with reduced carbon footprints and to permit increased competition in order to reduce prices. Restructuring throughout North America,
including in New England, New York, the Mid-Atlantic, the Midwest, Texas, California, and Ontario, Canada, is fostering a competitive
environment in the industry. In these restructured markets, utility companies continue to operate and maintain the local distribution lines,
delivering electricity to consumers as before, but power generators and electricity suppliers are now allowed to openly compete for business.
Grid operators, comprised of independent system operators, referred to as ISOs, or regional transmission organizations, referred to as RTOs,
have been formed in these restructured markets to take control of the operation of the regional power system, including transmission lines and
energy trading, coordinating the wholesale of electricity, and establishing fair and efficient markets. These grid operators are responsible for
maintaining federal reliability standards designed to avoid service disruptions.

Under a deregulated environment all utilities owning transmission lines are required to allow access to other generating sources under the same
terms as the utility itself. Independent system operators, referred to as ISOs, or regional transmission organizations, referred to as RTOs, have
been formed in these restructured markets to take control of the operation of the regional power system, coordinate the supply of electricity,
and establish fair and efficient markets. ISOs and RTOs are collectively referred to as grid operators. This has facilitated the development of a
wholesale market for electricity as electricity generated in one service region can be transmitted and sold to another non-contiguous service
region promoting competition and choice for end-users. On the other hand, the deregulated market structure has also introduced challenges
such as congestion of the grid as various power producers seek to transmit and sell power in other regions compromising the reliability of the
grid. To address this, the National Electric Reliability Council has the responsibility, under the direction of FERC, to monitor the grid operators
in order to maintain reliability standards designed to avoid service disruptions.

As the demand for electricity has soared, grid operators and utilities in both restructured markets and in traditionally regulated markets are
challenged to provide reliably electricity during periods of peak demand. Typically, higher consumption during peak demand is accommodated
by building more plants, which exacerbates the carbon footprint, or buying wholesale power from other regions, which leads to congestion of
the grid thereby compromising reliability of the grid. Recently, Government legislation, such as the Energy Policy Act of 2005, The Clean Air
Act of 2005, the Energy Independence and Security Act of 2007, the American Recovery and Reinvestment Act of 2009 and the Clean Energy
and Security Act of 2009, has been promulgated to address national and global issues pertaining to energy security, energy independence and
environmental concerns. The key structural changes in the utility industry and recent legislations have all laid the groundwork for the
implementation of the Smart Grid by:

Expanding the sources of generation to include more efficient and environmentally friendly resources such solar and wind;
Opening access to the transmission and distribution system to facilitate wholesale trading of electricity between regions to introduce
competition; and
Providing consumers with choices of where to purchase power further promoting competition.

Once implemented, we believe the Smart Grid will address the current constraints of the existing grid and make it function more efficiently, by:

Improving reliability through the enhanced monitoring of the grid using technology-based tools such as digital electronics and advanced
controls to avoid power outages;
Maintaining power affordability by facilitating competition and energy efficiency through reduced usage;
Reinforcing U.S. global competitiveness by promoting energy independence and energy security;
Fully accommodating renewable energy sources into the grid;
Helping reduce the carbon footprint by decreasing consumption and thus reducing the need to build new power plants;
Facilitating cost savings for utilities by automating tasks such as meter reading or remote grid monitoring; and
Introducing efficiencies yet to be envisioned driven by further advances to the Smart Grid.


                                                                        40
Recent acceleration in demand for power on a global scale

According to the Energy Information Administration (EIA) Annual Energy Outlook 2008 (updated for the provisions of the American
Recovery and Reinvestment Act), about 218 gigawatts (―GW‖) of new generating capacity will be needed from 2007 to 2030, out of which
only 47 GW are planned. Worldwide, according to EIA, net electricity generation increases by 77 percent, from 18.0 trillion kilowatt hours in
2006 to 31.8 trillion kilowatt hours in 2030. To put that growth in concrete terms, the world will need the equivalent of 27,600 additional 500
MW power plants. A 500 MW power plant lights 600,000 homes. Electricity is projected to supply an increasing share of the world‘s total
energy demand and is the fastest-growing form of end-use energy worldwide in the mid-term. Growth in demand for electricity continues to
outpace growth in total energy use throughout the projection:




Table 1: The table above demonstrates the world‘s projected and growing dependency on power electricity. Terawatt is defined as a measure
of electricity production or consumption equal to one trillion watts.

Management believes the challenges in meeting this growing demand are exacerbated by environmental concerns and stringent regulatory
environments which make it increasingly difficult to find suitable sites, obtain permits, and construct generation, transmission and distribution
facilities where they are needed most, often in densely populated areas. Management believes that the solution to these issues lie in the more
efficient use of the current electric grid driven by the Smart Grid.

The Cost of Under-Investment and Grid Deterioration

According to a Smart Grid study prepared by Litos Strategic Communication for the U.S. Department of Energy, since 1982, growth in peak
demand for electricity has exceeded transmission growth by almost 25% every year. Yet spending on research and development is among the
lowest among all industries.2




Figure 2: R&D as a % Revenue
Source: ―The Smart Grid: An Introduction‖, Litos Strategic Communication for the U.S. Department of Energy

__________________
         2 ―The Smart Grid: An Introduction‖, Litos Strategic Communication for the U.S. Department of Energy
41
According to the International Energy Agency‘s "World Energy Outlook 2008", electric power infrastructure will require cumulative
worldwide investment of over $13.6 trillion (in year-2007 dollars) in 2007-2030, or 52% of the total infrastructure needed. On a national level,
and according to the Brattle Group, investment totaling approximately $1.5 trillion will be required between 2010 and 2030 to pay for grid
infrastructure in the United States.

The Department of Energy has estimated that while today‘s electricity system is 99.97 percent reliable, it still allows for power outages and
interruptions that cost Americans at least $150 billion each year.

An Evolving Regulatory Framework

The energy regulatory environment in the US continues to be driven by a need to utilize the grid more efficiently, to encourage the use of
renewables, promote energy efficiency and reduce the carbon footprint. In addition to historical legislation already discussed, new legislation is
anticipated that will continue to shape the industry in favor of adopting the Smart Grid. For example, recently under the American Recovery
and Reinvestment Act of 2009 ("Recovery Act") the Department of Energy announced on June 25, 2009 that it is soliciting applications for
$3.9 billion in grants to support efforts to modernize the electric grid, allowing for greater integration of renewable energy sources while
increasing the reliability, efficiency and security of the nation‘s transmission and distribution system.




Figure 3: Renewables Portfolio Standards
Source: DSIRE ( www.dsire.org ), March 2007

Additionally, state Renewables Portfolio Standards programs to set targets for renewables adoption by different states continue to play an
important role in encouraging renewables, growing in number, while existing programs are modified with more stringent targets. In total, 28
states and the District of Columbia now have mandatory Renewable Portfolio Standards "RPS" programs, and at least 4 other States have
voluntary renewable energy programs.

Another critical set of regulations influencing the Smart Grid landscape are the environmental policies (as recently demonstrated with the Clean
Air Act of 2005 and the American Clean Energy and Security Act of 2009 (due to be discussed and voted on in the Senate). With evidence
mounting that sea levels are rising and climate volatility is increasing at a rapid pace, reducing or offsetting greenhouse gas emissions is
becoming a critical element of energy industry strategy, resulting in the development of additional regulations for curbing emissions that
significantly affect energy industry operations. Entirely new markets will be created in response to problems associated with emissions, such as
carbon credits emission trading.

State (and potentially federal) Renewable Portfolio Standards "RPS" and likely federal carbon legislation are helping to drive the demand and
economics for renewable development, which subsequently requires significant transmission investment. There is a need to connect remotely
located renewable resources, particularly wind, to the grid and provide such power access to high-power price and/or renewable constrained
load centers.


                                                                       42
The need for significant investment in transmission to tap the nation‘s wind energy potential and improved the overall efficiency of the grid is
highlighted in the favorable treatment of renewable energy and the Smart Grid in Recovery Act. The bill provides $16.8 billion in direct
spending for renewable energy and energy efficiency programs over the next ten years. The bill also provides $11 billion to modernize the
nation's electricity grid with smart grid technology. This includes $4.5 billion for the DOE Office of Electricity Delivery and Energy Reliability
for activities to modernize the nation's electrical grid, integrate demand response equipment and implement smart grid technologies. In
addition, $6.5 billion is provided for two federal power marketing administrations to assist with financing the construction, acquisition, and
replacement of their transmission systems.

Building a Smarter Grid

For roughly a century, the developed world has delivered electric power using the same basic four-step approach described in the previous
section and depicted in Figure 1. The elements of this traditional grid critical to its operations have included analog electromechanical devices
used to capture and store data; one-way communication system to facilitate communication between the utility and the customer and by human
labor to monitor and control the grid. In much the same way that technological advances in microprocessors, power electronics and the internet
revolutionized the telecommunications industry as it transitioned from analog to digital, dramatically improving our communication
capabilities, these similar technological advances are continuously transforming the traditional grid into a ―Smarter Grid‖ significantly
improving its capabilities. The heart of an intelligently managed grid, in our view, is the smart meter. While automated meter reading
originated as a means for utilities to save money and speed up the billing process, management believes metering technology is the a key
building block to the Smart Grid. The smart meter generates data to facilitate communication between the end-user customer and the utility.




Figure 4: Illustrates how the current grid is evolving into a smarter grid capable of functioning more efficiently
Source: ―The Electricity Economy, New Opportunities from the Transformation of the Electric Power Sector‖, Global Environment Fund,
August 2008.

With the aid of concepts proven in telecommunications, computing and the internet, the ―smarter grid‖ uses digital electronic systems and
devices to capture, store and analyze data into useful information; advanced control systems capable of automating certain functions of the
grid; and communications platforms capable of two way communications among the various components of the grid. As a result, for example,
a system operator will be able to sense, predict, diagnose and remotely mitigate issues in the grid that might previously have caused an outage
or blackout, thereby increasing reliability of the grid. In another instance, the ―smarter grid‖ might introduce a renewable source of generation
in response to higher demand by a customer in real time or re-route power in a congested part of the grid to avoid a blackout.


                                                                       43
Figure 5: The modernized grid lies at the intersection of telecommunications, computing and internet technologies.
Source: ―The Emerging Smart Grid, Investment and Entrepreneurial Potential in the Electric Power Grid of the Future‖, Global Environment
Fund, October 2005.

In particular, Advanced Metering Infrastructure Meter Data Management, an important capability of the Smart Grid, is the technology platform
or architecture that enables the communication and interoperability of the various devices and participants of the Smart Grid to collect, analyze,
transfer and interpret data and convert it into useful information. AMI allows utilities the ability to offer time-of-use rates, critical peak pricing,
and peak load reduction, and to perform flexible demand response. To facilitate these capabilities, data management and warehousing
capabilities and hardware and software platforms are critical for a Smart Grid infrastructure. Growth in these services is a function of smart
meter penetration. As indicated in Figure 7, smart meter penetration in the USA was 4.7% in 2008, calculated as a percentage of announced
and contracted smart meter replacements of total existing electric meters, and is anticipated to grow at a compounded annual growth rate of
129.0% through 2016 (see Figure 6).




Figure 6: Projected Smart Meter Penetration
Source:       1) Appendix F, Utility AMI Implementation Projection, Table F-1, 2007 FERC Demand Response Report available at
              http://www.ferc.gov/legal/staff-reports/09-07-demand-rsponse.pdf
              2) Assessment of Demand Response & Advanced Metering, FERC Staff Report, December 2008



                                                                          44
Figure: 7 United States 2008 penetration of advanced metering
Source: 2008 FERC Survey

From a macro perspective, AMI/MDM technology is part of the overall umbrella of demand-side management programs, and supports the
build out of a Smart Grid, whereby utilities can communicate with customers (households as well as commercial enterprises) in real time via
their network on the power grid. Potential smart-grid applications include, but are not nearly limited to, thermal management, such as food
storage (refrigerators and freezers) and heating, ventilating, and air conditioning systems, automated lighting system management, the
operation of home appliances, and the charging of electronics. On a very broad level, the efficient and economic dispatch of increasingly
expensive resources and the reduction of environmental emissions are two very significant societal and environmental benefits of AMI/MDM
and smart meters.

Overall, key elements of the Smart Grid made possible by technological advances include ability to introduce clean energy sources into the
grid; to transmit, store and analyze data from the grid; to communicate information between all segments of the grid; to automate certain
functions of the grid using advanced control systems and devices; and to reduce the carbon footprint using various products, services and
processes. A majority of the products and services that are used to deploy Smart Grid solutions can be categorized under the following:
engineering solutions, data warehousing and information technology solutions, consulting and advisory services. Within the electric power
industry, these elements drive most product and service offerings of companies that participate in the Smart Grid sector, such as our company.

It is estimated by Litos Strategic Communication for the U.S. Department of Energy that Smart Grid enhancements will ease congestion and
increase utilization (of full capacity), sending 50% to 300% more electricity through existing energy corridors.

The Market Opportunity

A confluence of various factors including; (1) rising energy demand, (2) regulatory, environmental, construction cost constraints on upgrading
the current electric grid and building new power plants, and (3) technological advances in telecommunications, computing and internet
technology, have resulted in the Smart Grid presenting a unique and cost effective solution to meeting rising energy demands while reducing
the carbon footprint. We believe our Company is uniquely positioned and qualified to participate in the markets which will serve the clean
energy and Smart Grid sector. Our current consulting product/services offerings, our management team‘s experience and expertise in the sector
and our extensive knowledge of the Smart Grid opportunities uniquely positions us to expand our product offerings into engineering services,
data and information technology, and other areas relevant to the clean energy and Smart Grid sector.

Competition

We operate in a highly competitive and fragmented marketplace and compete against a number of firms in each of our key markets. A
substantial number of these firms have significantly greater infrastructure and financial resources than our company. We divide our competitive
universe into three segments: (1) research and consulting services; (2) technology services and solutions; and (3) engineering services and
solutions.
Some of our principal competitors in the consulting universe include mid-size, specialty consulting firms such as Navigant Consulting, Inc.,
FTI Consulting, Inc., and ICF International, Inc – each of which have specific utility-focused consulting practices. In addition, within our key
energy and power markets, we have numerous smaller competitors, many of which have narrower service offerings and serve niche markets.


                                                                       45
Within the technology services and solutions segment, we will compete against firms such as American Superconductor Corp., Esco
Technologies Inc., Badger Meter, Inc., Echelon Corp., EnerNOC, Inc., and smaller vendors such as Orion Energy Systems, Inc. and Composite
Technology Corp. Each of the aforementioned is providing utilities with clean and intelligent energy technology solutions. Firms such as
Comverge Inc., Itron Inc., Echelon Corp., Neteeza Corp., Teradata Corp., and Digi International Inc. are in the market to primarily provide
enterprise-class analytic tools and services. Other companies such as Quanta Services provide engineering services to enable the Smart Grid.

Finally, some of our competitors such as IBM Corp. and Electronic Data Systems, an Hewlett- Packard company are significantly larger than
us and have greater access to resources and stronger brand recognition than we do. On some of our past projects, competitors including IBM
and EDS, have also been our customers.

We consider the principal competitive factors in our market to be client relationships, proprietary products or data, reputation and past
performance of the firm, client references, technical knowledge and industry expertise of employees, proprietary products or data, quality of
services and solutions, scope of service offerings and pricing.


                                                     DESCRIPTION OF PROPERTIES

Our subsidiary, Utilipoint‘s, corporate headquarters is located in Albuquerque, New Mexico in approximately 2,400 square feet of office space
under a lease that expires in January 2010 at a cost of $3,503 per month. Additionally, Utilipoint occupies satellite offices in Tulsa, Oklahoma
and Houston, Texas in approximately 860 and 200 square feet of office space respectively under leases that expire in December 2009 and
September 2009 respectively at costs of $859 per month and $1,023 per month respectively. Utilipoint‘s European headquarters is located in
Brno, Czech Republic in approximately 1,000 square feet of office space. We believe that our current premises are sufficient to handle our
activities for the near future.

Employees

As of September 30, 2009 we have 4 full time employees who work in our corporate headquarters. Utilipoint directly employs 19 full time
staff members, including a professional staff of 16, and an administrative staff of 3, each of whom support our seven practice areas.


                                                          LEGAL PROCEEDINGS

Presently, there are no material pending legal proceedings to which the Company is a party or as to which any of the Company‘s property is
subject, and no such proceedings are known to the Company to be threatened or contemplated against it.

                                                  MARKET FOR COMMON STOCK
                                              AND RELATED SHAREHOLDER MATTERS

OTC Bulletin Board Considerations

There is no public market for our securities. On or before the date of this prospectus we intend to have our common stock quoted for trading on
the FINRA OTC Bulletin Board. There can be no assurance that our common stock will ever be quoted on a quotation service or a stock
exchange or that any market for our securities will develop.

Holders

As of September 30, 2009 , the Company had 23 stockholders of record.

Transfer Agent

The Company's registrar and transfer agent is Continental Stock Transfer & Trust Company.

Dividend Policy

We have never declared or paid any cash dividends on its common stock. We currently intend to retain future earnings, if any, to finance the
expansion of our business. As a result, we do not anticipate paying any cash dividends in the foreseeable future.


                                                                       46
Securities Authorized for Issuance under Equity Compensation Plans

On July 27, 2009, the Board approved the Midas Medici Group Holdings, Inc. Stock Award and Incentive Plan (the ―MMGH Plan‖). The
purpose of the MMGH Plan is to give us a competitive advantage in attracting, retaining, and motivating officers, employees, directors, and
consultants and to provide us with an incentive plan that gives officers, employees, directors, and consultants financial incentives directly
linked to shareholder value.

The maximum number of shares that may be issued under the Plan is 650,000. However for the period commencing January 1, 2010, the
maximum number of shares issuable under the Plan shall be equal to 20% of the issued and outstanding shares of the Company‘s common
stock on a fully diluted basis but shall not be less than 650,000. Pursuant to the Plan, incentive stock options or non-qualified options to
purchase shares of common stock may be issued. The plan may be administered by our board of directors or by a committee to which
administration of the Plan, or part of the Plan, may be delegated by our board of directors. Options granted under the Plan are not generally
transferable by the optionee except by will, the laws of descent and distribution or pursuant to a qualified domestic relations order, and are
exercisable during the lifetime of the optionee only by such optionee. Options granted under the plan vest in such increments as is determined
by our board of directors or designated committee. To the extent that options are vested, they must be exercised within a maximum of thirty
days of the end of the optionee's status as an employee, director or consultant, or within a maximum of 12 months after such optionee's
termination or by death or disability, but in no event later than the expiration of the option term. The exercise price of all stock options granted
under the plan will be determined by our board of directors or designated committee. With respect to any participant who owns stock
possessing more than 10% of the voting power of all classes of our outstanding capital stock, the exercise price of any incentive stock option
granted must equal at least 110% of the fair market value on the grant date.

As of the date hereof, options to purchase an aggregate of 465,097 options to purchase shares of common stock of the Company were granted
under the MMGH Plan with an average exercise price of $1.99. The Company took a compensation charge of $270,000 to recognize the
opportunity cost of the 5,400 Utilipoint stock options valued at a fair market price of $50.00.

The following table shows information with respect to each equity compensation plan under which our common stock is authorized for
issuance at December 31, 2008:

                                                    Number of securities                                              Number of securities
                                                     to be issued upon               Weighted average            remaining available for future
                                                         exercise of                  exercise price of              issuance under equity
                                                    outstanding options,            outstanding options,         compensation plans (excluding
                 Plan category                      warrants and rights             warrants and rights         securities reflected in column (a)
                                                             (a)                             (b)                                (c)
Equity compensation plans approved by                        -0-                             -0-                                -0-
security holders

Equity compensation plans not approved by                      -0-                            -0-                               -0-
security holders

Total                                                          -0-                            -0-                               -0-




                                                                         47
                         DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

The following table sets forth the names and ages of our directors and executive officers, and their positions with us:

Name                                                             Age            Position

Nana Baffour                                                      37            CEO, Co-Executive Chairman, Director and CEO of Utilipoint

Johnson M. Kachidza                                               43            President, Co-Executive Chairman and Director

Frank Asante-Kissi                                                38            Vice-President and Chief Administrative Officer

Ken Globerman                                                     40            Senior Vice-President

David Steele                                                      54            President of Utilipoint

Stephen Schweich                                                  49            Director


Directors and Executive Officers

Nana Baffour, CEO, Co-Executive Chairman and Director

Mr. Baffour, 37, was appointed to serve as our President and a Director in May 2009. On July 16, 2009, Mr. Baffour was appointed as our CEO
and Co-Executive Chairman. Since 2004, Mr. Baffour has been a Managing Principal and Co-Founder of Knox Lawrence International, LLC
(―KLI‖) an energy services investment company that has completed over $600 million in acquisitions to date. He is currently Executive
Chairman of Consonus Technologies, Inc. a technology company he co-founded in 2005 and grew from start-up to over $100 million in
revenues. He has led acquisitions, integrations, and held operating roles including executive chairman, president, and CEO for different energy
services companies during his tenure at KLI. Mr. Baffour currently serves as Board Member of UK-based Vertex Data Science, Dearborn
Mid-West Conveyor Co. and Utilipoint International as well as Chair of the Advisory Board of the University of Utah Opportunity Scholars
Program.

From 2000 to 2004, Mr. Baffour was an investment banker at Credit Suisse First Boston in Europe and the US, where he was directly involved
in billions of dollars of M&A and financing transactions for utilities, including clean energy companies and did the first capital markets wind
financing transaction. Mr. Baffour started his career in finance as a Credit Analyst for CIT Group from 1996 to 1998 and was an equity
portfolio analyst at Standard and Poor‘s from 1998 to 2000. Mr. Baffour received his MBA from New York University‘s Stern School of
Business, a Master of Science in Economics from University of North Carolina at Charlotte and a Bachelor of Arts Degree in Economics from
Lawrence University. Mr. Baffour is a Chartered Financial Analyst.

Johnson Kachidza, President, Co-Executive Chairman, Secretary and Director

Mr. Kachidza, 43, was appointed to serve as our Secretary and a Director in May 2009. On July 16, 2009, Mr. Kachidza was appointed as
President and Co-Executive Chairman. Since 2002, Mr. Kachidza has been a Managing Principal and Co-Founder of Knox Lawrence
International, LLC (―KLI‖), an energy services investment company that has completed over $600 million in acquisitions to date. He is
currently Executive Chairman of Dearborn Midwest Conveyor Co., Inc., a provider of pollution control systems to the power and automotive
industries. During his tenure at KLI, Mr. Kachidza co-founded Consonus Technologies, Inc. in 2005 and has led acquisitions, integrations, and
held operating positions, including Executive Chairman, President, and CEO for different energy services companies. Mr. Kachidza currently
serves as a board member of Consonus Technologies, Utilipoint International and Transactis, Inc. He is also on the Board of Directors of
Shared Interest, a non-profit organization focused on micro-lending.

From 1997 to 2001, Mr. Kachidza was an investment banker at Merrill Lynch and JP Morgan Chase, where he was directly involved in billions
of dollars of M&A and debt and equity financing transactions in the energy sector. Mr. Kachidza began his career as a project engineer at
General Electric from 1991 to 1995 and holds US patent #5686795 for an innovative fluorescent lamp design. Mr. Kachidza received his MBA
from University of Chicago Booth School of Business, a Master of Science in Materials Engineering from University of Illinois at
Urbana-Champaign and a Bachelor of Arts Degree in Chemistry from Knox College.


                                                                        48
Frank Asante-Kissi, Chief Administrative Officer

Mr. Asante-Kissi, was appointed to serve as our Vice-President in May 2009. In July 2009 Mr. Asante-Kissi was appointed as Chief
Administrative Officer. Since March 2008, Mr. Asante-Kissi has served as Chief Operating Officer and as a consultant since March 2003 of
Knox Lawrence International, an energy services investment company that has completed over $600 million in acquisitions to date since March
2008.

Mr. Asante-Kissi has over 10 years experience in business performance management, process improvement and operational efficiency. Mr.
Asante-Kissi was Senior Business Analyst at Citigroup from 2002 through 2008. While at Citigroup, Mr. Asante-Kissi led several process
improvement and performance management initiatives including industry benchmarking. Mr. Asante-Kissi began his career as a software
developer prior to joining Citigroup.

Mr. Asante-Kissi received his MBA from Rensselaer Polytechnic Institute‘s Lally School of Management and Technology (RPI) and a
Bachelor of Arts Degree in Mathematics and Computer Science from Lawrence University.

Ken Globerman, Senior Vice-President

Mr. Globerman was appointed to serve as our Senior Vice President in July 2009. Since 2003, Mr. Globerman has served as Vice President of
Knox Lawrence International, an energy services investment company that has completed over $600 million in acquisitions to date. Mr.
Globerman serves as a Board observer for Consonus Technologies, Dearborn Mid-West Conveyor Co.,Utilipoint International and Transactis,
Inc., working with executive management to oversee business operations, develop business strategy, execute external financings and mergers &
acquisitions. Mr. Globerman also co-founded and serves as Executive Chairman of KLI‘s Africa Business Plan Competition, an annual MBA
focused competition geared towards encouraging entrepreneurship to support development in Africa. Prior to joining KLI, Mr. Globerman
spent more than 6 years at WPP‘s media investment firm, MediaEdge (former division of Young & Rubicam Advertising). As Associate Media
Research & Planning Director for MediaEdge, he was responsible for managing Fortune 500 media client relationships and business
development in the consumer packaged goods, media and pharmaceutical sectors. He also served as an integral member of the firm‘s new
business development team and actively participated in the formation of the firm‘s online media planning division, DigitalEdge. Mr.
Globerman received a MBA in Finance and Management from New York University‘s Stern School of Business, where he was elected Stern
Scholar, Research Fellow and served as Teaching Assistant to Professor Aswath Damodaran of Stern‘s Finance Department. Mr. Globerman
also holds a BS in Applied Mathematics / Operations Research from Carnegie Mellon University.

David Steele – President of Utilipoint

Effective August 12, 2009, Dave Steele was appointed President of Utilipoint. Mr. Steele has served as Senior Managing Director and Chief
Operation Officer of UiliPoint since May 2009. Mr. Steele has extensive executive experience in both growth and turnaround assignments.
With over 30 years of experience in the energy space, he has held broad officer roles in both public utility and service organizations. His
international experience includes Executive Vice President & General Manager; North America for Vertex Data Science, a UK based business
process outsourcing company from 2007 – 2008. In this role he managed over 1200 employees in the US and Canada leading a growth and
turnaround effort funded by a New York based private-equity consortium. Steele led a $45M direct cost-out initiative, developed and led the
execution of the first comprehensive sales & marketing plan for North America, and established new key relationships with industry partners
and clients. Prior to this, he was Vice Chairman and CEO of IEI Financial Services from 2004 – 2007. In this role, he led a 40% per annum
growth for three consecutive years, and a full operational turnaround while becoming the 27th J.D. Power and Associates certified Customer
Operations Center in the US, and the first business process outsourcer to be certified.

Mr. Steele is an award winning faculty member at Indiana University‘s Kelley School of Business where he has taught for 12 years. Currently,
he is lecturing a course in entrepreneurship. Mr. Steele holds a B.S. in Business Economics and Public Policy from Indiana University.

Stephen Schweich – Director

Stephen Schweich was appointed to our Board of Directors in July 2009. Mr. Schweich is a Managing Director of Mooreland Partners, an
investment banking advisory firm with offices in London, New York and San Francisco. In 1996, Mr. Schweich established the European
division of the San Francisco-based investment bank Robertson Stephens International (RSIL). Mr. Schweich served as CEO of RSIL
where he was responsible for the firm‘s investment banking and equity sales & trading operations with offices in London, Munich and Tel
Aviv. During the 1996-2002 period, Stephen was involved in over 40 equity capital markets transactions in Europe. During 1998-2001, Mr.
Schweich served on the Board of Directors of EASDAQ, the pan-European stock exchange based in Brussels. Prior to 1996, Mr. Schweich was
a sell-side equity research analyst for over 11 years. From 1987 to 1993, Mr. Schweich was a Senior Analyst with Alex Brown & Sons in
Baltimore, where he founded the firm‘s environmental practice, and became one of the leading waste services and pollution control technology
analysts in the US. Mr. Schweich covered a broad range of related sectors including: hazardous & solid waste services, clean energy
(geothermal, solar and wind power), water & wastewater treatment, site remediation (asbestos, groundwater, soil), air pollution control,
recycling (metal, plastic, solid waste), and industrial services.
Mr. Schweich began his business career in New York with Booz Allen & Hamilton, the management consulting firm.

Mr. Schweich is currently a Director of Credo Capital LLC, a US equity fund management company, and an Advisory Board member at
Cypak AB (Sweden) and Global Bay Mobile Technologies (US). Mr. Schweich is a graduate of Amherst College (1981) and the Harvard
Business School (1985), and received a CEP degree from L‘Institut d‘Etudes Politiques de Paris (1980).


                                                                  49
Other Key Employees

Robert C. Bellemare, P.E. – Chief Operating Officer of Utilipoint

Robert Bellemare joined Utilipoint in 2002. With 20 years of experience in the utility business, Mr. Bellemare advises clients on asset
valuation, financial modeling, strategic planning, public issues management, and pricing products and solutions. He previously worked for
Fortune 500 utilities in a variety of capacities including managing director of energy services, director of market research, wholesale trading
and operations, research and development, distribution engineering and power plant engineering. Mr. Bellemare was co-lead of the unregulated
business merger integration team for the American Electric Power South West Corporation merger, which formed the largest utility of its
time. Mr. Bellemare is frequently quoted in the press and makes public presentations on energy issues, with recent forums including CNBC,
the World Energy Council, Energy Risk Mutual and industry regulators. Mr. Bellemare is a registered professional engineer and holds a M.S.
in Electric Power Engineering from the Georgia Institute of Technology. Mr. Bellemare also holds a BSEE with Business minor from Kettering
University.

Peter Shaw –Managing Director of Utilipoint

Peter Shaw has served as Managing Director of Utilipoint since May 2009. Mr. Shaw has 20 years of experience advising energy companies on
integrated resource planning, new product development and customer strategy. Prior to Utilipoint, Mr. Shaw served as Director at Navigant
Consulting from 1998 to March, 2009. Mr. Shaw has assisted numerous companies in developing business plans and launching new lines of
business selling energy commodities, energy services and related outsource solutions. Mr. Shaw is a recognized thought leader in the
development of utility ―Smart Grid‖ infrastructures, and leads two industry consortiums focused on integrating energy efficiency, renewable
and distributed energy resources into utility marketing and customer management operations. Mr. Shaw‘s Board work relating to green energy
and alternative fuels includes The Energy Cooperative Association of Pennsylvania and the Sustainable Development Fund. Mr. Shaw holds a
M.S. in Energy Policy and a Certificate in Economic Development from the University of Pennsylvania. Mr. Shaw also holds a B.A in
International Studies from the Bucknell University.

Patti Harper-Slaboszewicz – Managing Director of Utilipoint

Ms. Harper-Slaboszewicz leads Utilipoint's Smart Grid Deployment practice. She provides business case development, market research,
strategic planning and consulting in the areas of AMI, Demand Response, and meter data management. Ms. Harper-Slaboszewicz is currently
working on the PowerCentsDC project in the District of Columbia and is an industry expert on rate design and demand response pilot design
and implementation. She also manages the AMI MDM industry group, a working group designed to assist utilities in successfully
implementing AMI and MDM. Ms. Harper-Slaboszewicz formerly worked at Utility.com, a competitive energy service provider, and at PG&E,
a large electric and gas utility in California. Ms. Harper-Slaboszewicz has a Bachelor‘s Degree in Mathematics and a Masters Degree in
Economics from the University of California, Berkeley..

Gary M. Vasey, Ph.D. – Managing Director, Europe & Commodity Point

Dr. Gary M. Vasey has been with Utilipoint since 2003 when Utilipoint acquired VasMark where Dr. Vasey served as President. VasMark
Group offered a unique combination of marketing and analyst services to energy trading vendors and was viewed as the leader in understanding
that software market. Currently Dr. Vasey manages Utilipoint's European practice from our office in the Czech Republic and also heads up
Utilipoint‘s CommodityPoint Division. CommodityPoint is the leading provider of analyst services around commodity trading and risk
management and other technologies providing a range of services to end users, software vendors, agencies and consulting firms. Dr. Vasey has
over 24-years experience in the energy and utilities industry which has included senior roles at Cap Gemini Sogeti, Sybase, Inc., TransEnergy
Management and BP. Dr. Vasey is a noted expert on the energy trading, transaction and risk management software industry. Gary holds a B.Sc.
(Hons.) degree in Geological Sciences from the University of Aston in Birmingham, England and a Ph.D. in Geology from the University of
Strathclyde, Scotland.


                                                                      50
Involvement in Certain Legal Proceedings

To our knowledge, during the past five years, none of our directors, executive officers, promoters, control persons, or nominees has been:

 subject of any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer
  the
  either at the time of the bankruptcy or within two years prior to that time;


  convicted in a criminal proceeding or is subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);


  subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction,
  permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or
  banking activities; or


  found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have
  violated a federal or state securities or commodities law.

Code of Business Conduct and Ethics

We have adopted a Code of Business Conduct and Ethics to provide guiding principles to all of our employees, including our principal
executive officer, principal financial officer and persons performing similar functions. Our Code of Business Conduct and Ethics does not
cover every issue that may arise, but it sets out basic principles to guide our employees and provides that all of our employees must conduct
themselves accordingly and seek to avoid even the appearance of improper behavior. Any employee who violates our Code of Business
Conduct and Ethics will be subject to disciplinary action, up to and including termination of his or her employment. The Company will
provide a copy of the Code of Business Conduct and Ethics to any person , without charge, upon request to Frank Asante-Kissi, Chief
Administrative Officer, Midas Medici Group Holdings, Inc., 445 Park Avenue, 20 th Floor, New York, NY 10022.

Director Compensation

All directors are reimbursed for their reasonable out-of-pocket expenses incurred in connection with their duties to us. Currently, no
compensation is paid to our directors for services rendered to us as directors. However, at the closing of the merger, Stephen Schweich, a
director, was awarded options to purchase 10,000 shares of the Company‘s common stock at an exercise price of $6.00 per share.


                                                                       51
                                                      EXECUTIVE COMPENSATION

The table below sets forth, for the last two fiscal years, the compensation earned by each person acting as our Principal Executive Officer,
Principal Financial Officer and our other most highly compensated executive officers whose total annual compensation exceeded $100,000
(together, the ―Named Executive Officers‖). None of our Named Executive Officers received annual compensation in excess of $100,000
during the last two fiscal years.

Summary compensation table

                                                                                                    Non-Qualified
                                                                                   Non-Equity         Deferred
                                                              Stock Option        Incentive Plan    Compensation        All Other
Name and principal                       Salary    Bonus     Awards Awards        Compensation       Earnings ($)     Compensation
position                       Year       ($)       ($)        ($)   ($)               (#)                                 ($)     Total ($)

Nana Baffour                   2008        0          0         0         0             0                  0                 0             0
CEO and Co-Executive           2007        0          0         0         0             0                  0                 0             0
Chairman (1)

Johnson Kachidza               2008        0          0         0         0             0                  0                 0             0
President and Co-Executive     2007        0          0         0         0             0                  0                 0             0
Chairman (2)

(1) Effective May 15, 2009, Mr. Baffour was appointed as President. Subsequently on July 16, 2009, Mr. Baffour was appointed CEO, and
Co-Executive Chairman
(2) Effective May 15, 2009, Mr. Kachidza was appointed as Secretary. Subsequently on July 16, 2009, Mr. Kachidza was appointed President
and Co-Executive Chairman.

Employment Agreements

Effective July 16, 2009, we entered into employment agreements with Nana Baffour and Johnson Kachidza which agreements contain the same
terms and provisions. The agreements provide for an initial term of five years which shall be automatically extended for successive one year
periods unless terminated. Pursuant to the employment agreements Messrs. Baffour and Kachidza will devote at least 65% of their time to the
Company‘s business.

The employment agreements provide for an annual base salary of $125,000 which shall be increased as follows: (i) to $200,000 on the earlier
to occur of the first anniversary of the agreements or the Company publicly reports consolidated annual gross revenues of at least $10,000,000,
(ii) to $250,000 on the earlier to occur of the second anniversary of the agreements or the Company publicly reports consolidated annual gross
revenues of at least $35,000,000, (iii) to $350,000 on the earlier to occur of the third anniversary of the agreements or the Company publicly
reports consolidated annual gross revenues of at least $100,000,000. In addition, the executives will each be entitled to an annual bonus
targeted between 150% to 250% of the base salary during the first 3 years of the term of the Agreements and thereafter, at a target to be
determined in good faith by the Company‘s board of directors. The executives will also be entitled to grant of bonus stock under the
Company‘s incentive stock option, on an annual basis. The Company also agreed to grant each of the executives options to purchase 100,000
shares of the Company‘s stock as soon as practicable. The options are exercisable at a price of $2.31 and become fully vested on the first
anniversary of the grant.

In the event of the executives‘ death while in our employ, the agreements shall automatically terminate and any unvested equity compensation
shall vest immediately and any vested warrants may be exercised on the earlier of the warrant‘s expiration or 18 months after the death. In the
event of the executives death or if the agreement is terminated due to a disability or for cause (as defined in the agreements), any unpaid
compensation, prorata bonus or bonus options earned and any amounts owed to the executives shall be paid by us. In addition, if the
agreements are terminated due to the disability of the executive, any unvested equity compensation shall vest immediately and any vested
warrants may be exercised on the earlier of the warrant‘s expiration or 18 months after such termination. In the event the executive‘s
employment is terminated without cause, the executives shall be entitled to receive, in a lump sum payment, the base salary, the maximum
bonus and options that would have been paid to the executives if the agreements had not been terminated or for 12 months, whichever is
greater. In addition, any unpaid compensation, pro rata bonus or bonus options earned and any amounts owed to the executives shall be paid
by us and any unvested equity compensation shall vest immediately and any vested warrants may be exercised on the earlier of the warrant‘s
expiration or 18 months after the termination. In the event of the executives‘ resignation without good reason (as defined in the agreement), or
retirement, the executives shall be entitled to receive any unpaid compensation, pro rata bonus or bonus options earned and any amounts owed
to the executives
As a method to retain senior management in the event of a change of control, the agreements also provide that upon the closing of a transaction
that constitutes a ―liquidity event‖, as such term is defined in the agreements, each executive shall be entitled to receive a transaction bonus
equal to 2.99 times his then current base salary, provided that he remains employed with the Company on the closing of such liquidity event,
unless his employment is terminated without cause or he resigns for good reason. Liquidity events include any consolidation or merger,
acquisition of beneficial ownership of more than 50% of the voting shares of the Company, or any sale, lease or transfer of all or substantially
all of the Company‘s assets.




                                                                       52
The agreements also contain standard non-solicitation, non-competition and indemnification clauses.

Outstanding Equity Awards at Fiscal Year-End Table.

The following table sets forth information with respect to grants of options to purchase our common stock to the named executive officers at
December 31, 2008.

                                       Option Awards                                                              Stock Awards
                                                                                                                                      Equity
                                                                                                                                    Incentive
                                                                                                                         Equity        Plan
                                                                                                                       Incentive     Awards:
                                                                                                              Marke       Plan      Market or
                                                                                                     Numb t Value       Awards:      Payout
                                                           Equity                                    er of      of     Number of     Value of
                                                         Incentive                                  Shares   Shares    Unearned     Unearned
                                                       Plan Awards:                                or Units or Units    Shares,      Shares,
               Number of            Number of           Number of                                  of Stock of Stock    Units or     Units or
               Securities          Securities            Securities                                  That     That       Other        Other
              Underlying           Underlying           Underlying                                   Have     Have       Rights       Rights
              Unexercised         Unexercised          Unexercised         Option       Option       Not      Not      That Have    That Have
              Options (#)          Options (#)           Unearned         Exercise    Expiration    Vested Vested         Not          Not
  Name        Exercisable         Unexercisable         Options (#)       Price ($)     Date          (#)      ($)     Vested (#)   Vested ($)
Nana
Baffour              0                   0                   0                 0           -            0        0           0          0
Johnson
Kachidza             0                  0                    0                 0           -            0        0           0          0

Director Compensation

The following table sets forth with respect to the named directors, compensation information inclusive of equity awards and payments made for
the fiscal year ended December 31, 2008.


                                                                                          Change in
                                                                                        Pension Value
                                                                                             and
                                                                  Non-Equity            Nonqualified
             Fees Earned        Stock             Option         Incentive Plan           Deferred
              or Paid in       Awards             Awards         Compensation           Compensation               All Other             Total
Name (1)      Cash ($)           ($)               ($)                ($)                 Earnings              Compensation ($)          ($)

Nana Baffour                  0                    0                  0                0                    0            0               0
Johnson Kachidza              0                    0                  0                0                    0            0               0
Stephen Schweich              0                    0                  0                0                    0            0               0

(1) Effective May 15, 2009, Mr. Baffour was appointed to the Board. Effective May 30, 2009, Mr. Johnson was appointed to the Board. Mr.
Schweich was appointed to the Board on July 29, 2009.


                                                                            53
                      SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding the beneficial ownership of our common stock as of September 30, 2009 and as adjusted to
reflect the sale of our common stock included in the shares offered by this prospectus (assuming the individuals listed do not purchase shares in
this offering), by:

each person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock;
each of our officers and directors; and
   all
 our officers and directors as a group.



Based on information available to us, all persons named in the table have sole voting and investment power with respect to all shares of
common stock beneficially owned by them, unless otherwise indicated. Beneficial ownership is determined in accordance with Rule 13d-3
under the Securities Exchange Act of 1934, as amended. In computing the number of shares beneficially owned by a person or a group and the
percentage ownership of that person or group, shares of our common stock subject to options or warrants currently exercisable or exercisable
within 60 days after the date of this prospectus are deemed outstanding, but are not deemed outstanding for the purpose of computing the
percentage of ownership of any other person. The following table assumes 2,810,516 shares of common stock are outstanding after the closing
of this offering based on the 2,310,516 shares of common stock outstanding as of the date of this prospectus as calculated above, and no
exercise of the over-allotment option.

Unless otherwise indicated, the address of each individual named below is the address of our executive offices in New York, New York.

                                                                                          Amount and
                                                                                           Nature of          Approximate Percentage of
                                                                                           Beneficial         Outstanding Common Stock
                                                                                                               Before        After Offering
Name and Address of Beneficial owner                                                       Ownership          Offering             (1)
Nana Baffour (2)                                                                             1,243,143                53.8 %            44.2 %
Johnson M. Kachidza (3)                                                                      1,243,143                53.8 %            44.2 %
Frank Asante-Kissi (4)                                                                          65,305                 2.8 %             2.3 %
Stephen Schweich                                                                                80,000                 3.5 %             2.8 %
UTP International, LLC (5)                                                                     687,922                29.8 %            24.5 %
Knox Lawrence International, LLC (6)                                                           201,522                 8.7 %             7.2 %
B.N. Bahadur (7)
c/o BBK, Ltd. 400 Galleria Office Centre, Suite 400, Southfield, MI 48034                      252,219               10.91 %              8.97 %
David Steele (8)                                                                                34,589                   *                   *
All directors and executive officers as a group (5 persons)                                  1,724,568                74.6 %              61.4 %

* Less than 1%

(1) Excludes up to 50,000 shares of common stock that may be sold by us to the underwriters to cover over-allotments.
(2) Includes (a) 201,522 shares held by Knox Lawrence International, LLC, (b) 687,922 shares held by UTP International, LLC , (c)
    27,168 shares underlying an option held by KLI IP Holdings, Inc., to purchase shares of the Company issued at the closing of the
    acquisition of Utilipoint which is currently exercisable at a price of $1.99 per share and (d) 326,531 held by Mr. Baffour. Does not include
    shares underlying an option to purchase 100,000 shares of common stock of the Company which becomes vested on July 27, 2010.
(3) Includes (a) 201,522 shares held by Knox Lawrence International, LLC, (b) 687,922 shares held by UTP International, LLC, (c)
    27,168 shares underlying an option held by KLI IP Holdings, Inc., to purchase shares of the Company issued at the closing of the
    acquisition of Utilipoint which is currently exercisable at a price of $1.99 per share and (d) 326,531 held by Mr. Kachidza. Does not
    include shares underlying an option to purchase 100,000 shares of common stock of the Company which becomes vested on July 27, 2010.
(4) Does not include shares underlying an option to purchase 20,000 shares of common stock of the Company which becomes vested on July
    27, 2010.
(5) Nana Baffour, our CEO and Johnson Kachidza hold the power to vote and dispose of the shares of UTP International LLC.
(6) Nana Baffour, our CEO and Johnson Kachidza hold the power to vote and dispose of the shares of Knox Lawrence International.
(7) Includes 85,243 shares held by The Bahadur Family Foundation, Mr. Bahadur holds the power to vote and dispose of the shares of The
    Bahadur Family Foundation.
(8) Represents shares underlying an option to purchase 9,589 shares of common stock of the Company which are vested. At the closing of the
    merger on August 21, 2009, Mr. Steele was awarded options to purchase 25,000 shares of the company‘s common stock at an exercise
    price of $6.00 per share.
54
                                     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Utilipoint currently owes $136,500 in accrued and unpaid dividends to UTP International LLC which dividends will be paid in cash out of the
net proceeds of this offering. Nana Baffour, our CEO and Johnson Kachidza, our President key shareholders of UTP International LLC.

On August 10, 2009, we entered into an agreement to acquire Utilipoint. The acquisition agreement was entered into with Utilipoint and
Utilipoint Acquisition Co. (the ―Acquisition Sub‖), a New Mexico Corporation and wholly-owned Subsidiary of the Company. Pursuant to the
acquisition, the Acquisition Sub acquired Utilipoint and Utilipoint became our wholly-owned Subsidiary. At the closing of the
Acquisition Agreement, we ceased to be a "blank check" company. In connection with the Acquisition, we issued an aggregate of 1,348,516
shares of common stock to the UitliPoint stockholders. At the closing of the Merger, Knox Lawrence International, LLC, KLI IP Holdings, Inc.
and UTP International LLC, former Utilipoint shareholders acquired an aggregate of 889,444 of our shares of common stock and options to
purchase 27,168 shares of our common stock. Nana Baffour, our CEO and Johnson Kachidza, our President are key shareholders of Knox
Lawrence International LLC., KLI IP Holdings, Inc. and UTP International LLC. Also, at the closing of the Merger, we issued options to
purchase 25,000 shares of our common stock to David Steele, President of Utilipoint and options to purchase 10,000 shares of our common
stock to Peter Shaw, Managing Director of Utilipoint.

On August 7, 2009, we entered into an expense reimbursement agreement (the ―Reimbursement Agreement‖) with Knox Lawrence
International, LLC, a Delaware limited liability company. Pursuant to the Reimbursement Agreement, Knox Lawrence would be reimbursed
for $350,000 in certain expenses and obligations incurred on behalf of the Company and the Company agreed to reimburse Knox Lawrence for
such expenses promptly after delivery of invoices for such expenses. The Reimbursement Agreement has a term of one year, subject to earlier
termination upon 30 days‘ written notice by either party. Nana Baffour, our CEO and Johnson Kachidza, our President are the principal
shareholders and managing principals of Knox Lawrence International, LLC.

The Company issued an aggregate of 225,000 shares of common stock on June 1, 2009 to Nana Baffour, Johnson Kachidza, Frank
Asante-Kissi and B.N. Bahadur for an aggregate purchase price of $225 which was paid for in full as of August 21, 2009. The issuance of the
shares was issued in proportion to each shareholder‘s ownership interest in the Company with no resulting change in the percentage ownership
of each shareholder and was done to facilitate the merger of Mondo and Midas Medici. At the time of the issuance, there were no additional
shareholders of the Company.

On July 29, 2009, the Company entered into return to treasury agreements with shareholders Nana Baffour, Johnson Kachidza, Frank
Asante-Kissi and B.N. Bahadur, resulting in the return to treasury of an aggregate of 425,000 shares of the Company‘s common stock which
resulted in the reduction of the Company‘s issued and outstanding shares from 1,305,000 to 880,000. The return of shares to treasury was done
in proportion to each shareholder‘s ownership interest in the Company with no resulting change in ther percentage ownership of each
shareholder.

On January 15, 2009, Utilipoint issued a Senior Subordinated Debenture to Knox Lawrence International, LLC in the principal amount of
$10,000. The Debenture provides for payment of interest in the amount of 10% per annum and matures on January 15, 2014. The outstanding
balance on the Debenture as of the date hereof is $10,000. Also, on December 31, 2008, Utilipoint issued a Senior Subordinated Debenture to
Knox Lawrence International, LLC in the principal amount of $62,500. The Debenture provides for payment of interest in the amount of 10%
per annum. The Debenture matures on December 31, 2013. The outstanding balance on the Debenture as of the date hereof is $62,500. Nana
Baffour, our CEO, and Johnson Kachidza, our President, are the principal shareholders and managing principals of Knox Lawrence
International, LLC.

Effective July 23, 2007 Utilipoint and Knox Lawrence International, LLC entered into a management agreement (the ―Management
Agreement‖) pursuant to which Knox Lawrence provides management, consulting and financial services to Utilipoint for a period of one year
with automatic annual renewals unless terminated by either party. The Management Agreement provides for annual compensation of $100,000,
which payment may be deferred if after such payment the Company shall not have sufficient liquidity to pay its obligations, including
dividends on its Series A Preferred Stock. KLI directly and indirectly through a subsidiary owns a controlling interest in Utilipoint. After this
offering, the management agreement will be terminated. As at the date of this prospectus, Utilipoint owes an aggregate of $100,000 in accrued
and unpaid management fees and expenses to Knox Lawrence International, LLC . Nana Baffour, our CEO, and Johnson Kachidza, our
President, are the key shareholders and managing principals of Knox Lawrence International, LLC.

On July 1, 2009, Utilipoint entered into a capital commitment agreement with its 60% owned subsidiary, The Intelligent Project, LLC. Pursuant
to the terms of the capital commitment agreement, Utlilipoint will make capital contributions to IP of up to $200,000 for a term of one year.
Simultaneously with the execution of the capital commitment agreement, Utilipoint entered into the following agreements:
(A) a management services agreement with IP pursuant to which Utilipoint will provide management services and provide consultants to assist
IP with IP projects. Management services will be charged to IP based on the actual expenses incurred by Utilipoint, and consultants will be
charged at the same rate that Utilipoint charges to subcontract its consultants to third parties. Utilipoint will also pay all salaries and benefits
for certain employees of IP who will also provide services to Utilipoint, which will initially include David Steele and Peter Shaw. The
Management Services Agreement has a two-year term, and, thereafter, automatically renews for one-year terms. It may be cancelled by either
party on 60 days prior written notice.
(B) a Consulting Agreement which provides that KLI IP Holding Inc. will provide consulting services to Utilipoint in connection with the joint
business and marketing efforts of Utilipoint and IP. The agreement has a term of 24 months and may be terminated by either party upon 90
days advance written notice. In exchange for its services KLI IP Holding Inc. will receive Utilipoint stock options. If KLI IP Holding Inc.
terminates the agreement without cause within its first year, any unexercised options held KLI IP Holding Inc. will terminate.
(C) a Revolving Senior Subordinated Debenture which provides that KLI may loan up to $100,000 to Utilipoint. The debenture has a term of 5
years and pays interest at a rate of 10% per annum. Accrued interest and unpaid interest is payable monthly (the parties can agree to mutually
defer interest payments), and the unpaid principal amount is due on the five-year anniversary of the debenture. The debenture is subordinate to
all indebtedness, liabilities and obligations of Utilipoint to any financial institution.
(D) a subscription agreement pursuant to which KLI agreed to purchase up to $100,000 of the common stock of the Company at a per share
purchase price of $50.00 per share.
Nana Baffour, our CEO, and Johnson Kachidza, our President, are the key shareholders and managing principals of Knox Lawrence
International, LLC and KLI IP Holding, Inc.


                                                                      55
                                                               UNDERWRITING

In accordance with the terms and conditions contained in the underwriting agreement, we have agreed to sell to the underwriter named below,
and each of the underwriters, for which __________________ is acting as representative, have severally, and not jointly, agreed to purchase on
a firm commitment basis the number of shares of common stock offered in this offering set forth opposite their respective names below:

 Underwriters                                                                                         Number of Shares


A copy of the underwriting agreement will be filed as an exhibit to the registration statement of which this prospectus forms a part.

The underwriters have advised us that they propose to offer the shares directly to the public at the public offering price set forth on the cover
page of this prospectus, and to certain dealers that are members of the Financial Industry Regulatory Authority (FINRA), at such price less a
concession not in excess of $_______ per share. The underwriters may allow, and the selected dealers may reallow, a concession not in excess
of $_______ per share to certain brokers and dealers. After this offering, the offering price and concessions and discounts to brokers and
dealers and other selling terms may from time to time be changed by the underwriters. These prices should not be considered an indication of
the actual value of our shares and are subject to change as a result of market conditions and other factors. No variation in those terms will
change the amount of proceeds to be received by us as set forth on the cover page of this prospectus. The public offering price of the shares was
negotiated between us and the representative of the underwriters.

The principal factors considered in determining the public offering price of the shares included:

   the
 information in this prospectus and otherwise available to the underwriters;
   the
 history and the prospects for the industry in which we will compete;
   our
 current financial condition and the prospects for our future cash flows and earnings;
   the
 general condition of the economy and the securities markets at the time of this offering;
   the
 recent market prices of, and the demand for, publicly-traded securities of generally comparable companies; and
   the
 public demand for our securities in this offering.

Over-Allotment Option

We have also granted to the underwriters an option, exercisable during the 45-day period commencing on the date of this prospectus, to
purchase from us at the offering price, less underwriting discounts, up to an aggregate of 50,000 additional shares for the sole purpose of
covering over-allotments, if any. The over-allotment option will only be used to cover the net syndicate short position resulting from the initial
distribution. The underwriters may exercise that option if the underwriters sell more shares than the total number set forth in the table above. If
any shares underlying the option are purchased, the underwriters will severally purchase shares in approximately the same proportion as set
forth in the table above.

Commissions and Discounts

The following table shows the public offering price, underwriting discount to be paid by us to the underwriters and the proceeds, before
expenses, to us. This information assumes either no exercise or full exercise by the underwriters of their over-allotment option.
                                                                                                                    Without
                                                                                               Per share            Option        With Option
Public offering price                                                                        $          6.25    $ 3,125,000 $ 3,437,500
Discount (8%)                                                                                $          0.50    $     250,000 $       275,000
Non-accountable Expense Allowance (2%) (1)                                                   $          0.13    $      62,500 $        62,500
Proceeds before expenses (2)                                                                 $          5.62    $ 2,812,500 $ 3,100,000

(1) The 2% non-accountable expense allowance is not payable with respect to the shares sold upon exercise of the underwriters‘ over-allotment
option.
(2) The offering expenses after the underwriter‘s discount and non-accountable expense allowance are estimated at $640,643.


                                                                        56
Lock-Up Agreements

We have agreed not to permit or cause a public sale or public offering of any of our securities (in any manner, including pursuant to Rule 144
under the Securities Act of 1933, as owned nominally or beneficially by the Company‘s officers, directors and shareholders owning two
percent (2%) or more of the outstanding shares of Common Stock for a period of twelve (12) months following the effective date of the
registration statement of which this prospectus forms a part, without obtaining the prior written approval of the representative except for an
aggregate of 200,000 held by non-executive officers to be given to non-executive officers designated by the Company. The representative may
consent to an early release from the lock-up periods if, in its opinion, the market for the common stock would not be adversely impacted by
sales and in cases of a financial emergency of an officer, director or other stockholder. We are unaware of any officer, director or current
shareholder who intends to ask for consent to dispose of any of our equity securities during the lock-up period.

In connection with this offering, we are issuing to the underwriters warrants to acquire our common stock, exercisable at no less than 120% of
the initial public offering price of our shares in this offering and expiring five years from the effective date of this registration statement. The
underwriters have agreed that during the one year period following the effective date of the registration statement of which this prospectus is a
part, they will not transfer the warrants or underlying common stock except to officers, partners or members of the selling group.

Electronic Delivery

A prospectus in electronic format may be made available on the websites maintained by one or more of the underwriters. The representative
may agree to allocate a number of shares to underwriters for sale to their online brokerage account holders. The representative will allocate
shares to underwriters that may make Internet distributions on the same basis as other allocations. In addition, shares may be sold by the
underwriters to securities dealers who resell shares to online brokerage account holders.

Other Terms

In connection with this offering, the underwriters or certain of the securities dealers may distribute prospectuses electronically. No forms of
prospectus other than printed prospectuses and electronically distributed prospectuses that are printable in Adobe PDF format will be used in
connection with this offering.

Stabilization

Until the distribution of the shares of common stock offered by this prospectus is completed, rules of the SEC may limit the ability of the
underwriters to bid for and to purchase our securities. As an exception to these rules, the underwriters may engage in transactions effected in
accordance with Regulation M under the Securities Exchange Act of 1934 that are intended to stabilize, maintain or otherwise affect the price
of our common stock. The underwriters may engage in over-allotment sales, syndicate covering transactions, stabilizing transactions and
penalty bids in accordance with Regulation M.

 Stabilizing transactions permit bids or purchases for the purpose of pegging, fixing or maintaining the price of the common stock, so long
as stabilizing bids do not exceed a specified maximum.

Over-allotment involves sales by the underwriters of shares in excess of the number of shares the underwriters are obligated to purchase,
which creates a short position. The short position may be either a covered short position or a naked short position. In a covered short position,
the number of shares over-allotted by the underwriters is not greater than the number of shares that they may purchase in the over-allotment
option. In a naked short position, the number of shares involved is greater than the number of shares in the over-allotment option. The
underwriters may close out any covered short position by either exercising their over-allotment option or purchasing shares in the open market.

Covering transactions involve the purchase of securities in the open market after the distribution has been completed in order to cover short
positions. In determining the source of securities to close out the short position, the underwriters will consider, among other things, the price of
securities available for purchase in the open market as compared to the price at which they may purchase securities through the over-allotment
option. If the underwriters sell more shares of common stock than could be covered by the over-allotment option, creating a naked short
position, the position can only be closed out by buying securities in the open market. A naked short position is more likely to be created if the
underwriters are concerned that there could be downward pressure on the price of the securities in the open market after pricing that could
adversely affect investors who purchase in this offering.


                                                                         57
Penalty bids permit the underwriters to reclaim a selling concession from a selected dealer when the shares of common stock originally sold
by the selected dealer are purchased in a stabilizing or syndicate covering transaction.



These stabilizing transactions, covering transactions and penalty bids may have the effect of raising or maintaining the market price of our
common stock or preventing or retarding a decline in the market price of our common stock. As a result, the price of our common stock may be
higher than the price that might otherwise exist in the open market.

Neither we nor the underwriters make any representation or prediction as to the effect that the transactions described above may have on the
prices of our securities. These transactions may occur on the NASDAQ Capital Market or on any other trading market. If any of these
transactions are commenced, they may be discontinued without notice at any time.

Indemnification

The underwriting agreement provides for indemnification between us and the underwriters against specified liabilities, including liabilities
under the Securities Act, and for contribution by us and the underwriters to payments that may be required to be made with respect to those
liabilities. We have been advised that, in the opinion of the SEC, indemnification for liabilities under the Securities Act is against public policy
as expressed in the Securities Act, and is therefore, unenforceable.

                                                       DESCRIPTION OF SECURITIES

The Company is authorized by its Certificate of Incorporation to issue an aggregate of 50,000,000 shares of capital stock, of which 40,000,000
are shares of common stock, par value $.001 per share (the "Common Stock") and 10,000,000 are shares of preferred stock, par value $.001 per
share (the ―Preferred Stock‖). As of September 30, 2009 , 2,310,510 shares of Common Stock were issued and outstanding and no shares of
Preferred Stock were issued and outstanding.
Common Stock

All outstanding shares of Common Stock are of the same class and have equal rights and attributes. The holders of our Common Stock are
entitled to one vote per share on all matters submitted to a vote of our stockholders. All stockholders are entitled to share equally in dividends,
if any, as may be declared from time to time by the Board of Directors out of funds legally available. In the event of liquidation, the holders of
our Common Stock are entitled to share ratably in all assets remaining after payment of all liabilities. The stockholders do not have cumulative
or preemptive rights.

Preferred Stock

Our certificate of incorporation permits our Board of Directors to fix the rights, preferences and privileges of, and issue up to 10,000,000 shares
of, preferred stock with voting, conversion, dividend and other rights and preferences that could adversely affect the voting power or other
rights of our shareholders. The issuance of preferred stock or rights to purchase preferred stock could have the effect of delaying or preventing
a change in control of our company. In addition, the possible issuance of additional preferred stock could discourage a proxy contest, make the
acquisition of a substantial block of our common stock more difficult or limit the price that investors might be willing to pay for shares of our
common stock.

The description of certain matters relating to our securities is a summary and is qualified in its entirety by the provisions of our Certificate of
Incorporation and By-Laws, copies of which have been filed as exhibits to our Form 10-SB filed with the Commission on May 2, 2007.


                                                                         58
                                                              LEGAL MATTERS

The validity of the shares sold by us under this prospectus will be passed upon for us by Sichenzia Ross Friedman Ference LLP in New York,
New York.

                                                                   EXPERTS

The financial statements of Utilipoint as of and for the years ended December 31, 2008 and 2007 included in this prospectus have been audited
by REDW, LLC, independent certified public accountants to the extent and for the periods set forth in their report appearing elsewhere herein
and are included in reliance upon such report given upon the authority of that firm as experts in auditing and accounting.

The financial statements of Midas Medici as of and for the years ended December 31, 2008 and 2007 included in this prospectus have been
audited by RBSM LLP, independent certified public accountants to the extent and for the periods set forth in their report appearing elsewhere
herein and are included in reliance upon such report given upon the authority of that firm as experts in auditing and accounting.



                                      CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT

On July 16, 2009, our Board of Directors dismissed RBSM LLP (―RBSM‖) as our independent registered public accounting firm.

During the fiscal years ended December 31, 2008 and December 31, 2007, RBSM‘s reports on the Company's financial statements did not
contain an adverse opinion or disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope or accounting principles
except, RBSM‘s audit reports for the year ended December 31, 2008 and December 31, 2007 stated that several factors raised substantial doubt
about the Company‘s ability to continue as a going concern and that the financial statements do not include any adjustments that might result
from the outcome of this uncertainty.

During the fiscal years ended December 31, 2008 and December 31, 2007 and the subsequent interim period through July 16, 2009, (i) there
were no disagreements between the Company and RBSM on any matter of accounting principles or practices, financial statement disclosure or
auditing scope or procedure which, if not resolved to the satisfaction of RBSM would have caused RBSM to make reference to the matter in its
reports on the Company's financial statements; and (ii) there were no reportable events as the term described in Item 304(a)(1)(iv) of
Regulation S-K.

On July 16, 2009, the Company engaged J.H. Cohn LLP (―JH Cohn‖) as its independent registered public accounting firm for the Company‘s
fiscal year ended December 31, 2009. The change in the Company‘s independent registered public accounting firm was approved by the
Company‘s Board of Directors on July 16, 2009.

During the year ended December 31, 2008 and any subsequent period through July 16, 2009, the Company did not consult with JH COHN
regarding either (i) the application of accounting principles to a specific completed or contemplated transaction, or the type of audit opinion
that might be rendered on the Company‘s financial statements or (ii) any matter that was either the subject of a disagreement or event identified
in response to (a)(1)(iv) of Item 304 of Regulation S-K.

                                          DISCLOSURE OF COMMISSION POSITION OF
                                      INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Section 145 (―Section 145‖) of the Delaware General Corporation Law, as amended (the ―DGCL‖), permits indemnification of directors,
officers, agents and controlling persons of a corporation under certain conditions and subject to certain limitations. Section 145 empowers a
corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a director, officer or
agent of the corporation or another enterprise if serving at the request of the corporation. Depending on the character of the proceeding, a
corporation may indemnify against expenses (including attorneys‘ fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred in connection with such action, suit or proceeding if the person indemnified acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to, the best interests of the corporation, and, with respect to any criminal action or proceeding, had
no reasonable cause to believe his or her conduct was unlawful. In the case of an action by or in the right of the corporation, no indemnification
may be made with respect to any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless
and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine that despite the
adjudication of liability such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper. Section
145 further provides that to the extent a present or former director or officer of a corporation has been successful in the defense of any action,
suit or proceeding referred to above or in the defense of any claim, issue or matter therein, such person shall be indemnified against expenses
(including attorneys‘ fees) actually and reasonably incurred by such person in connection therewith.
Our Certificate of Incorporation, as amended, provides that no current or former director of ours shall be personally liable to the us or our
stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation
thereof is not permitted under the DGCL as the same exists or may hereafter be amended.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 (Securities Act) may be permitted to our directors, officers and
controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication of such issue.


                                                                         59
                                             WHERE YOU CAN FIND MORE INFORMATION

We are subject to informational filing requirements of the U.S. Securities Exchange Act of 1934, as amended, and its rules and regulations.
This means that we will file reports and other information with the U.S. Securities and Exchange Commission. You can inspect and copy this
information at the Public Reference Facility maintained by the SEC at 100 F. Street, N.E., Room 1580, Washington, D.C. 20549. You can
receive additional information about the operation of the SEC's Public Reference Facilities by calling the SEC at 1-800-SEC-0330. The SEC
maintains a Web site that will contain the reports and other information that we file electronically with the Commission and the address of that
website is http://www.sec.gov . Statements contained in this prospectus as to the intent of any contract or other document referred to are not
necessarily complete, and, in each instance, reference is made to the copy of the particular contract or other document filed as an exhibit to this
registration statement, each statement being qualified in all respects by this reference.

This prospectus is part of a registration statement we filed with the SEC. You should rely only on the information or representations provided
in this prospectus. We have not authorized anyone to provide you with any information other than that provided in this prospectus. We have not
authorized anyone to provide you with different information. We are not making an offer of these securities in any state where the offer is not
permitted. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front of the
document.


                                                                        60
                                                     Index to Financial Statements


                                                                                                                      Page
Midas Medici Group Holdings, Inc.

Report of Independent Registered Public Accounting Firm                                                                F-2

Balance Sheets as of December 31, 2008 and 2007                                                                        F-3

Statements of Losses for the years ended December 31, 2008 and 2007                                                    F-4

Statements of Stockholders‘ Equity for the year ended December 31, 2008                                                F-5

Statements of Cash Flows for the years ended December 31, 2008 and 2007                                                F-6

Notes to Financial Statements                                                                                          F-7

Condensed Balance Sheets as of June 30, 2009 (Unaudited) and December 31, 2008                                        F-10

Condensed Statements of Operations (Unaudited) for the three and six months ended June 30, 2009 and 2008              F-11

Condensed Statements of Cash Flows (Unaudited) for the six months ended June 30, 2009 and 2008                        F-12

Condensed Statements of Stockholders‘ Equity (Unaudited) for the six months ended June 30, 2009                       F-13

Notes to Condensed Unaudited Financial Statements                                                                     F-14

Utilipoint International, Inc.

Report of Independent Registered Public Accounting Firm                                                               F-18

Consolidated Balance Sheets as of December 31, 2008 and 2007                                                          F-19

Consolidated Statements of Operations for the years ended December 31, 2008 and 2007                                  F-20

Consolidated Statements of Stockholders‘ Deficit and Comprehensive Income (Loss) for the years ended December 31,
2008 and 2007                                                                                                         F-21

Consolidated Statements of Cash Flows for the years ended December 31, 2008 and 2007                                  F-22

Notes to Consolidated Financial Statements December 31, 2008 and 2007                                                 F-23

Condensed Consolidated Balance Sheets as of June 30, 2009 (Unaudited) and December 31, 2008                           F-37

Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2009 and 2008             F-38

Condensed Consolidated Statements of Stockholders‘ Deficit and Comprehensive Income (Loss) for the six months ended
June 30, 2009 (Unaudited) and the year ended December 31, 2008                                                        F-39

Unaudited Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2009 and 2008             F-40

Notes to Condensed Consolidated Financial Statements (Unaudited) June 30, 2009                                        F-41


                                                                   F-1
                                                               RBSM LLP
                                                    CERTIFIED PUBLIC ACCOUNTANTS

                                REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



Board of Directors,
Mondo Acquisition I, Inc.
61 Broadway, 32 nd Floor
New York, NY 10006

We have audited the accompanying balance sheets of Mondo Acquisition I, Inc. (a development stage company) as of December 31, 2008 and
2007 and the related statements of losses, stockholder‘s equity, and cash flows for the years ended December 31, 2008 and 2007, and for the
period October 30, 2006 (date of inception) through December 31, 2008. These financial statements are the responsibility of the company‘s
management. Our responsibility is to express an opinion on the financial statements based upon our audits.

We have conducted our audits in accordance with the standards of the Public Company Accounting oversight Board (United States of
America). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining on test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as
evaluating the overall financial statements presentation. We believe our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Mondo Acquisition I,
Inc. (a development stage company) as of December 31, 2008 and 2007 and the related statements of losses, stockholder‘s equity, and cash
flows for the years ended December 31, 2008 and 2007, and for the period October 30, 2006 (date of inception) through December 31, 2008 in
conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in the Note
1(b) to the accompanying financial statements, the Company is in the development stage and has not established a source of revenues. This
raises substantial doubt about the company‘s ability to continue as a going concern. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.


                                                                          /s/ RBSM LLP
                                                                          Certified Public Accountants


New York, New York
March 6, 2009


                                                                        F-2
                                                    MONDO ACQUISITION I, INC.
                                                (A DEVELOPMENT STAGE COMPANY)
                                                         BALANCE SHEET
                                                 AS OF DECEMBER 31, 2008 AND 2007

                                                                                                                December 31,
                                                                                                             2008           2007
Assets
Current assets:
Cash and cash equivalents                                                                                $      5,944     $   16,802

Total Assets                                                                                             $      5,944     $   16,802


Liabilities and Stockholders' Equity
Current Liabilities:
Accrued expenses related to incorporation                                                                $      1,493     $    1,493
Accounts payable                                                                                                1,196          1,196
Total Current Liabilities                                                                                       2,689          2,689

Long Term Liabilities                                                                                                -              -

Total liabilities                                                                                               2,689          2,689

Commitments and Contingencies

Stockholders' Equity:
Preferred stock, par value $0.001; 10,000,000 shares authorized, no issued and outstanding as of
       December 31, 2008 and 2007, respectively                                                                      -              -
Common stock, $0.001 par value; 40,000,000 authorized; 1,000,000 issued and outstanding as of
       December 31, 2008 and 2007, respectively                                                                 1,000          1,000
Additional paid in capital                                                                                      6,500         16,500
Accumulated deficit during development stage                                                                   (4,245 )       (3,387 )

Total Stockholders' Equity                                                                                      3,255         14,113

Total Liabilities and Stockholders' Equity                                                               $      5,944     $   16,802


                                        See the accompanying footnotes to audited financial statements


                                                                     F-3
                                             MONDO ACQUISITION I, INC.
                                        (A DEVELOPMENT STAGE COMPANY)
                                                STATEMENT OF LOSSES
                                  FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007
                            FROM OCTOBER 30, 2006 (DATE OF INCEPTION) TO DECEMBER 31, 2008

                                                                                                                                  For the
                                                                                                                               Period From
                                                                                                                                October 30,
                                                                                                                                2006 (Date
                                                                                                                               of Inception)
                                                                                                                               to December
                                                                                             Year Ended December 31,                31,
                                                                                               2008          2007                  2008
Operating Expenses:
Selling, general and administrative                                                      $          858      $       1,894     $       4,245
Net loss                                                                                 $         (858 )    $      (1,894 )   $      (4,245 )

Net loss per common share (basic and fully diluted)                                      $        (0.001 )   $      (0.002 )   $      (0.004 )

Weighted average of common shares outstanding (basic and fully diluted)                        1,000,000         1,000,000         1,000,000

                                       See the accompanying footnotes to audited financial statements




                                                                    F-4
                                         MONDO ACQUISITION I, INC.
                                    (A DEVELOPMENT STAGE COMPANY)
                                  STATEMENT OF STOCKHOLDER’S EQUITY
                        FROM OCTOBER 30, 2006 (DATE OF INCEPTION) TO DECEMBER 31, 2008


                                                                                                         Accumulated
                                                                                                         deficit during
                           Preferred stock                 Common stock                   Paid-in-       development
                        Shares         Amount             Shares     Amount               capital            stage                Total
Balance-October 30,
2006                           -      $          -                        $       -   $              -   $                -   $           -
Common stock issued
to founders                    -                 -         1,000,000          1,000          16,500                    -            17,500
Net loss                       -                 -                 -              -               -               (1,493 )          (1,493 )
Balance- December 31,
2006                           -                 -         1,000,000          1,000          16,500               (1,493 )          16,007
Net loss                       -                 -                 -              -               -               (1,894 )          (1,894 )
Balance – December             -                 -         1,000,000          1,000          16,500               (3,387 )          14,113
31, 2007
Net loss                                         -                    -           -               -                (858 )             (858 )
Return of capital to           -                 -                    -           -         (10,000 )                 -            (10,000 )
founders
Balance—December
31, 2008                       -      $          -         1,000,000      $   1,000   $       6,500      $        (4,245 )    $      3,255




                                   See the accompanying footnotes to audited financial statements


                                                                F-5
                                              MONDO ACQUISITION I, INC.
                                         (A DEVELOPMENT STAGE COMPANY)
                                              STATEMENT OF CASH FLOWS
                                   FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007
                             FROM OCTOBER 30, 2006 (DATE OF INCEPTION) TO DECEMBER 31, 2008

                                                                                                                                For the
                                                                                                                             Period From
                                                                                                                              October 30,
                                                                                                                             2006 (Date of
                                                                                                                             Inception) to
                                                                                              Year Ended December 31,        December 31,
                                                                                                2008          2007               2008
Cash Flow from Operating Activities:
Net loss                                                                                  $          (858 )   $   (1,894 )   $      (4,245 )
Adjustments to reconcile net loss to net cash used in operating activities:
Changes in operating assets and liabilities
Accounts payable and accrued expenses                                                                     -        1,196             2,689

Net Cash Provided By Operating Activities                                                            (858 )         (698 )          (1,556 )

Cash Flow from Investing Activities:                                                                      -             -                 -

Cash Flow from Financing Activities:
Proceeds from issuance of common stock to founders                                                      -               -           17,500
Return of capital to founders                                                                     (10,000 )             -          (10,000 )
Net Cash Provided By Financing Activities:                                                        (10,000 )             -            7,500

Net (Decrease) Increase in Cash and Cash Equivalents                                              (10,858 )         (698 )          (5,944 )
Cash and Cash Equivalents at beginning of period                                                   16,802         17,500                 -
Cash and Cash Equivalents at end of period                                                $         5,944     $   16,802     $       5,944


                                         See the accompanying footnotes to audited financial statements



                                                                        F-6
                                                MONDO ACQUISITION I, INC.
                                            (A DEVELOPMENT STAGE COMPANY)
                                             NOTES TO FINANCIAL STATEMENTS
                                                    DECEMBER 31, 2008

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

   (a)    Organization and Business:

          Mondo Acquisition I, Inc. (the ―Company‖), a wholly owned subsidiary of Mondo Management Corp., was incorporated in the
          state of Delaware on October 30, 2006 for the purpose of raising capital that is intended to be used in connection with its
          business plans which may include a possible merger, acquisition or other business combination with an operating business.

   (b)    Development Stage Company:

          The Company is currently a development stage company under the provisions of Statement of Financial Accounting Standards
          (―SFAS‖) No. 7. All activities of the Company to date relate to its organization, initial funding and share issuances.

          The Company has not begun principal operations and as is common with a development stage company, the Company has had
          recurring losses during its development stage. The Company‘s financial statements are prepared using generally accepted
          accounting principles applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in
          the normal course of business. However, the Company does not have significant cash or other material assets, nor does it have
          an established source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern. In the
          interim, shareholders of the Company have committed to meeting its minimal operating expenses.

    (c)   Use of Estimates:

          The preparation of financial statements in conformity with accounting principles generally accepted in the United States
          requires management to make estimates and assumptions that affect the amounts of assets and liabilities and disclosure of
          contingent assets and liabilities at the date of the balance sheet and reported amounts of revenues and expenses during the
          reporting period. Actual results could differ from those estimates.

   (d)    Cash and Cash Equivalents:

          For purposes of the statement of cash flows, the Company considers highly liquid financial instruments purchased with original
          maturities of three months or less to be cash equivalents.



                                                                  F-7
                                                      MONDO ACQUISITION I, INC.
                                                  (A DEVELOPMENT STAGE COMPANY)
                                                   NOTES TO FINANCIAL STATEMENTS
                                                          DECEMBER 31, 2008

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued):

      (e)      Income Taxes:

               The Company has implemented the provisions on Statement of Financial Accounting Standards No. 109, "Accounting for
               Income Taxes" (SFAS 109). SFAS 109 requires that income tax accounts be computed using the liability method. Deferred
               taxes are determined based upon the estimated future tax effects of differences between the financial reporting and tax reporting
               bases of assets and liabilities given the provisions of currently enacted tax laws.

               Any deferred tax asset is considered immaterial and has been fully offset by a valuation allowance because at this time the
               Company believes that it is more likely than not that the future tax benefit will not be realized as the Company has no current
               operations.

               In June 2006, the FASB issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes-an interpretation of
               FASB Statement No. 109 ("FIN 48"). FIN 48 prescribes a recognition threshold and measurement attribute for the financial
               statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides
               guidance on derecognition, classification, treatment of interest and penalties, and disclosure of such positions. Effective
               January 1, 2007, the Company adopted the provisions of FIN 48, as required. As a result of implementing FIN 48, there has
               been no adjustment to the Company‘s financial statements and the adoption of FIN 48 did not have a material effect on the
               Company‘s consolidated financial statements for the year ending December 31, 2008.

      (f)      Loss per Common Share:

               Basic loss per share is calculated using the weighted-average number of common shares outstanding during each reporting
               period. Diluted loss per share includes potentially dilutive securities such as outstanding options and warrants, using various
               methods such as the treasury stock or modified treasury stock method in the determination of dilutive shares outstanding during
               each reporting period. The Company does not have any potentially dilutive instruments.

      (g)      Fair Value of Financial Instruments:

               The carrying value of cash equivalents and accrued expenses approximates fair value due to the short period of time to maturity.

NOTE 2 - RECENT ACCOUNTING PRONOUNCEMENTS:

SFAS No. 141(R), ―Business Combinations‖ — This statement includes a number of changes in the accounting and disclosure requirements for
new business combinations occurring after its effective date. The changes in accounting requirements include: acquisition costs will be
expensed as incurred; noncontrolling (minority) interests will be valued at fair value; acquired contingent liabilities will be recorded at fair
value; acquired research and development costs will be recorded at fair value as an intangible asset with indefinite life; restructuring costs will
generally be expensed subsequent to the acquisition date; and changes in deferred tax asset valuation allowances and changes in income tax
uncertainties after the acquisition date will generally affect income tax expense. The statement is effective for new business combinations
occurring on or after the first reporting period beginning on or after December 15, 2008.

SFAS No. 160, ―Noncontrolling Interests in Consolidated Financial Statements: An Amendment of ARB No. 51‖ — This statement changes
the accounting and reporting for noncontrolling (minority) interests in subsidiaries and for deconsolidation of a subsidiary. Under the revised
basis, the noncontrolling interest will be shown in the balance sheet as a separate line in equity instead of as a liability. In the income
statement, separate totals will be shown for consolidated net income including noncontrolling interest, noncontrolling interest as a deduction,
and consolidated net income attributable to the controlling interest. In addition, changes in ownership interests in a subsidiary that do not result
in deconsolidation are equity transactions if a controlling financial interest is retained. If a subsidiary is deconsolidated, the parent company
will now recognize gain or loss to net income based on fair value of the noncontrolling equity at that date. The statement is effective
prospectively for fiscal years and interim periods beginning on or after December 15, 2008, but upon adoption will require restatement of prior
periods to the revised bases of balance sheet and net income presentation.


                                                                        F-8
                                                     MONDO ACQUISITION I, INC.
                                                  (DEVELOPMENT STAGE COMPANY)
                                                  NOTES TO FINANCIAL STATEMENTS
                                                         DECEMBER 31, 2008

NOTE 3 - CAPITAL STOCK:

The total number of shares of capital stock which the Company shall have authority to issue is fifty million (50,000,000). These shares shall be
divided into two classes with 40,000,000 shares designated as common stock at $.001 par value (the ―Common Stock‖) and 10,000,000 shares
designated as preferred stock at $.001 par value (the ―Preferred Stock‖). The Preferred stock of the Company shall be issued by the Board of
Directors of the Company in one or more classes or one or more series within any class and such classes or series shall have such voting
powers, full or limited, or no voting powers, and such designations, preferences, limitations or restrictions as the Board of Directors of the
Company may determine, from time to time.

Holders of shares of Common Stock shall be entitled to cast one vote for each share held at all stockholders' meetings for all purposes,
including the election of directors. The Common Stock does not have cumulative voting rights.

No holder of shares of stock of any class shall be entitled as a matter of right to subscribe for or purchase or receive any part of any new or
additional issue of shares of stock of any class, or of securities convertible into shares of stock of any class, whether now hereafter authorized
or whether issued for money, for consideration other than money, or by way of dividend.

On December 8, 2006, the Company issued 1,000,000 shares of Common Stock to Mondo Management Corp. at a purchase price of $.0175 per
share, for an aggregate purchase price of $17,500.

The Company had 1,000,000 shares of common stock issued and outstanding at December 31, 2008 and December 31, 2007. As of December
31, 2008 and December 31, 2007 the Company had no preferred stock issued and outstanding.

NOTE 4 - RELATED PARTIES:

The officers, directors and stockholders of the Company are affiliated with Sichenzia Ross Friedman Ference LLP, an entity providing legal
services to the Company at no cost. The Company recorded the fair value of such legal services to reflect all the costs of doing business in the
Company‘s financial statements.

NOTE 5 - INCOME TAXES:

For income tax reporting purposes, the Company's aggregate unused net operating losses of approximately $4,200 will expire through 2027,
subject to limitations of Section 382 of the Internal Revenue Code, as amended. The deferred tax asset related to the carryforward was deemed
to be approximately $900. The Company has provided a valuation reserve against the full amount of the net operating loss benefit, because in
the opinion of management based upon the development stage and the likelihood of a future Section 382 limitation it is more likely than not
that the benefits will not be realized.




                                                                        F-9
                                                      Midas Medici Group Holdings, Inc.
                                                     (formerly, Mondo Acquisition I, Inc.)
                                                       (A Development Stage Company)
                                                          Condensed Balance Sheets


                                                                                                            June 30, 2009       December 31,
                                                                                                             (unaudited)        2008 (Note 1)
                                                ASSETS

Current assets:
Cash and cash equivalents                                                                               $                   -   $       5,944
Total assets                                                                                            $                   -   $       5,944


                             LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Accrued expenses related to incorporation                                                               $                   -   $       1,493
Accounts payable                                                                                                            -           1,196
Total liabilities                                                                                                           -           2,689

Commitments and contingencies

Stockholders‘ equity:
Preferred stock, par value $0.001; 10,000,000 shares authorized, no issued and outstanding as of June
30, 2009 and December 31, 2008, respectively                                                                                -               -
Common stock, $0.001 par value; 40,000,000 authorized; 1,225,000 and 1,000,000 issued and
outstanding as of June 30, 2009 and December 31, 2008, respectively                                                  1,225              1,000
Receivable from stock issuance                                                                                        (225 )                -
Additional paid-in capital                                                                                           2,149              6,500
Accumulated deficit during development stage                                                                        (3,149 )           (4,245 )

Total stockholders' equity                                                                                                  -           3,255

Total liabilities and stockholders' equity                                                              $                   -   $       5,944




                                    See the accompanying notes to unaudited condensed financial statements.



                                                                     F-10
                                                        Midas Medici Group Holdings, Inc.
                                                       (formerly, Mondo Acquisition I, Inc.)
                                                         (A Development Stage Company)
                                                       Condensed Statements of Operations
                                                                   (Unaudited)

                                                                                                                                    For the Period
                                                                                                                                     From October
                                                       Three Months      Three Months           Six Months        Six Months        30, 2006 (Date
                                                        Ended June        Ended June            Ended June       Ended June 30,     of Inception) to
                                                         30, 2009          30, 2008              30, 2009            2008            June 30, 2009

Revenues                                               $            -    $             -    $                -   $             -    $              -

Operating expenses:
Selling, general and administrative                                 -               500                 100                 500               4,345
Operating loss                                                      -              (500 )              (100 )              (500 )            (4,345 )

Other income                                                        -                  -              1,196                    -              1,196

Net income (loss)                                      $            -    $         (500 )   $         1,096      $         (500 )   $        (3,149 )


Net income (loss) per common share (basic and
diluted)                                               $        0.00     $          0.00    $          0.00      $         0.00


Weighted average of common shares outstanding -
basic                                                      1,000,000           1,000,000          1,000,000           1,000,000


Weighted average of common shares outstanding -
diluted                                                    1,074,176           1,000,000          1,037,293           1,000,000




                                      See the accompanying notes to unaudited condensed financial statements.




                                                                        F-11
                                                       Midas Medici Group Holdings, Inc.
                                                      (formerly, Mondo Acquisition I, Inc.)
                                                        (A Development Stage Company)
                                                      Condensed Statements of Cash Flows
                                                                  (Unaudited)


                                                                                                                               For the Period
                                                                                                                               From October
                                                                                                                               30, 2006 (Date
                                                                                              Six Months      Six Months        of Inception)
                                                                                              Ended June      Ended June         to June 30,
                                                                                               30, 2009        30, 2008             2009
Cash flows from operating activities:
Net income (loss)                                                                         $         1,096     $      (500 )    $       (3,149 )
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Changes in operating assets and liabilities:
Accounts payable and accrued expenses                                                              (2,689 )             -                   -
Net cash used in operating activities                                                              (1,593 )          (500 )            (3,149 )

Cash flow from financing activities:
Proceeds from issuance of common stock to founders                                                      -                  -           17,500
Return of capital to founders                                                                      (4,351 )                -          (14,351 )
Net cash provided by (used in) financing activities:                                               (4,351 )                -            3,149
                                                                                                        -
Net decrease in cash and cash equivalents                                                          (5,944 )          (500 )                  -
Cash and cash equivalents at beginning of period                                                    5,944          16,802                    -
Cash and cash equivalents at end of period                                                $             -     $    16,302      $             -




                                   See the accompanying notes to unaudited condensed financial statements.



                                                                       F-12
                                                 Midas Medici Group Holdings, Inc.
                                                (formerly, Mondo Acquisition I, Inc.)
                                                  (A Development Stage Company)
                                             Condensed Statements of Stockholders' Equity
                                                            (Unaudited)


                                                                                                                Accumulated
                                                                                               Receivable          deficit
                                                                                                  from             during
                   Preferred stock              Common stock                 Paid-in              stock         development
                 Shares        Amount          Shares     Amount             capital            issuance            stage             Total
Balance -
October 30,
2006                   -    $           -               -   $        -   $             -   $                    $             -   $           -
Common stock
issued to
founders               -                -      1,000,000        1,000          16,500                                                  17,500
Net loss               -                -                           -               -                                 (1,493 )         (1,493 )
Balance -
December 31,
2006                   -                -      1,000,000        1,000          16,500                       -         (1,493 )         16,007
Net loss               -                                                                                              (1,894 )         (1,894 )
Balance -
December 31,
2007                   -                -      1,000,000        1,000          16,500                       -         (3,387 )         14,113
Net loss               -                                                                                                (858 )           (858 )
Return of
capital to
founders                                                                      (10,000 )                                               (10,000 )
Balance -
December 31,
2008                   -                -      1,000,000        1,000           6,500                       -         (4,245 )          3,255
Net income             -                                                                                               1,096            1,096
Return of
capital to
founders               -                                                       (4,351 )                                                (4,351 )
Issuance of
common stock                                     225,000          225                                 (225 )                                  -
Balance - June
30, 2009               -    $           -      1,225,000    $   1,225    $      2,149      $          (225 )    $     (3,149 )    $           -




                                See the accompanying notes to unaudited condensed financial statements.




                                                                 F-13
                                               MIDAS MEDICI GROUP HOLDINGS, INC
                                             (FORMERLY MONDO ACQUISITION I, INC)
                                               (A DEVELOPMENT STAGE COMPANY)
                                          NOTES TO CONDENSED FINANCIAL STATEMENTS
                                                           (unaudited)

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

     (a)         Organization and Business:

Midas Medici Group Holdings, Inc, formerly Mondo Acquisition I, Inc.(the ―Company‖), was incorporated in the state of Delaware on October
30, 2006 for the purpose of raising capital that is intended to be used in connection with its business plans which may include a possible
merger, acquisition or other business combination with an operating business. On May 15, 2009, the Company, Mondo Management Corp., the
then sole shareholder, and Midas Medici Group, Inc. entered into a Purchase Agreement. Pursuant to the Purchase Agreement, Mondo
Management Corp. sold to Midas Medici Group 1,000,000 previously issued and outstanding shares of the Company's restricted common
stock, comprising 100% of the issued and outstanding capital stock of the Company. The execution of the Purchase Agreement resulted in a
change in control of the Company, both in its shareholding and management. Effective May 22, 2009, the Company changed its name to Midas
Medici Group Holdings, Inc.

     (b)         Development Stage Company:

The Company is currently a development stage company under the provisions of Statement of Financial Accounting Standards (―SFAS‖) No.
7. All activities of the Company to date relate to its organization, initial funding and share issuances.

     (c)         Basis of presentation:

The accompanying unaudited condensed financial statements have been prepared pursuant to the rules and regulations of the Securities and
Exchange Commission (―SEC‖) for Quarterly Reports on Form 10-Q and do not include all of the information and note disclosures required by
accounting principles generally accepted in the United States of America. Accordingly, the unaudited condensed financial statements should
be read in conjunction with the Company‘s audited financial statements and notes thereto for the year ended December 31, 2008 included in the
Company‘s Annual Report on Form 10-K filed on March 6, 2009. The accompanying unaudited condensed financials statements reflect all
adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, considered necessary for a fair presentation
of financial position, results of operations and cash flows for the interim periods. The December 31, 2008 balance sheet has been derived from
the audited financial statements included in the Form 10-K.

The Company has not begun principal operations and as is common with a development stage company, the Company has had recurring losses
during its development stage. The Company‘s condensed financial statements are prepared using accounting principles generally accepted in
the United States of America, applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the
normal course of business. However, the Company does not have significant cash or other material assets, nor does it have an established
source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern. In the interim, shareholders of the
Company have committed to meeting its minimal operating expenses.

     (d)         Use of Estimates:

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management
to make estimates and assumptions that affect the amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date
of the balance sheet and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those
estimates.

     (e)         Cash and Cash Equivalents:

For purposes of the statement of cash flows, the Company considers highly liquid financial instruments purchased with original maturities of
three months or less to be cash equivalents.



                                                                       F-14
                                               MIDAS MEDICI GROUP HOLDINGS, INC
                                             (FORMERLY MONDO ACQUISITION I, INC)
                                               (A DEVELOPMENT STAGE COMPANY)
                                          NOTES TO CONDENSED FINANCIAL STATEMENTS
                                                          (unaudited)

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued):

    (f)    Income Taxes:

The Company has implemented the provisions of SFAS No. 109, "Accounting for Income Taxes" (SFAS 109). SFAS 109 requires that income
tax accounts be computed using the asset and liability method. Deferred income taxes are determined based upon the estimated future tax
effects of temporary differences between the financial reporting and tax reporting bases of assets and liabilities given the provisions of
currently enacted tax laws.

Any deferred tax asset is considered immaterial and has been fully offset by a valuation allowance because at this time the Company believes
that it is more likely than not that the future tax benefit will not be realized as the Company has no current operations.

In June 2006, the Financial Accounting Standards Board (―FASB‖) issued FASB Interpretation No. 48, ―Accounting for Uncertainty in Income
Taxes-an interpretation of FASB Statement No. 109‖("FIN 48"). FIN 48 prescribes a recognition threshold and measurement attribute for the
financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance
on derecognition, classification, treatment of interest and penalties, and disclosure of such positions. Effective January 1, 2007, the Company
adopted the provisions of FIN 48, as required. As a result of implementing FIN 48, there has been no adjustment to the Company‘s condensed
financial statements and the adoption of FIN 48 did not have a material effect on the Company‘s condensed financial statements for the six
months ended June 30, 2009.

    (g)    Income (Loss) per Common Share:

Basic income (loss) per common share is calculated using the weighted-average number of common shares outstanding during each reporting
period. Diluted income (loss) per common share includes potentially dilutive securities such as outstanding options, warrants and stock
subscriptions, using various methods such as the treasury stock or modified treasury stock method in the determination of dilutive shares
outstanding during each reporting period.

    (h)    Fair Value of Financial Instruments:

The carrying value of cash equivalents and accrued expenses approximates fair value due to the short period of time to maturity.

NOTE 2 - RECENT ACCOUNTING PRONOUNCEMENTS:

FASB Staff Position (―FSP‖) FAS 157-4, ―Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have
Significantly Decreased and Identifying Transactions That Are Not Orderly‖, provides guidelines for making fair value measurements more
consistent with the principles presented in SFAS No. 157 (―SFAS 157‖), ―Fair Value Measurements‖. FSP FAS 157-4 reaffirms what SFAS
157 states is the objective of fair value measurement, to reflect how much an asset would be sold for in an orderly transaction at the date of the
financial statements under current market conditions. Specifically, it reaffirms the need to use judgment to ascertain if a formerly active market
has become inactive and in determining fair values when markets have become inactive. The Company does not expect this pronouncement to
have a material impact on its condensed results of operations, financial position or cash flows.

FSP FAS 107-1 and APB 28-1, ―Interim Disclosures about Fair Value of Financial Instruments‖, enhances consistency in financial reporting by
increasing the frequency of fair value disclosures. This relates to fair value disclosures for any financial instruments that are not currently
reflected on the condensed balance sheet at fair value. FSP FAS 107-1 and APB 28-1 now require that fair value disclosures be made on a
quarterly basis, providing qualitative and quantitative information about fair value estimates for all those financial instruments not measured on
the balance sheet at fair value. The Company does not expect this pronouncement to have a material impact on its condensed results of
operations, financial position, or cash flows.

FSP FAS 115-2 and FAS 124-2, ―Recognition and Presentation of Other-Than-Temporary Impairments‖, provides additional guidance bring
greater consistency to the timing of impairment recognition and to provide greater clarity to investors about the credit and noncredit
components of impaired debt securities that are not expected to be sold. FSP FAS 115-2 and FAS 124-2 also requires increased and timelier
disclosures sought by investors regarding expected cash flows, credit losses and an aging of securities with unrealized losses. The Company
does not expect this pronouncement to have a material impact on its condensed results of operations, financial position, or cash flows.

In May 2009, the FASB issued SFAS No. 165, ―Subsequent Events‖ (―SFAS 165‖). SFAS 165 establishes general standards of accounting for
and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be
issued. SFAS 165 is effective for financial statements issued for fiscal years and interim periods beginning after June 15, 2009. The adoption
of SFAS 165 is not expected to have a material impact on the Company's condensed financial statements.




                                                                     F-15
                                               MIDAS MEDICI GROUP HOLDINGS, INC
                                             (FORMERLY MONDO ACQUISITION I, INC)
                                                (DEVELOPMENT STAGE COMPANY)
                                          NOTES TO CONDENSED FINANCIAL STATEMENTS
                                                          (unaudited)

NOTE 3 - CAPITAL STOCK:

The total number of shares of capital stock which the Company shall have authority to issue is fifty million (50,000,000). These shares shall be
divided into two classes with 40,000,000 shares designated as common stock at $.001 par value (the ―Common Stock‖) and 10,000,000 shares
designated as preferred stock at $.001 par value (the ―Preferred Stock‖). The Preferred Stock of the Company shall be issued by the Board of
Directors of the Company in one or more classes or one or more series within any class and such classes or series shall have such voting
powers, full or limited, or no voting powers and such designations, preferences, limitations or restrictions as the Board of Directors of the
Company may determine, from time to time.

Holders of shares of Common Stock shall be entitled to cast one vote for each share held at all stockholders' meetings for all purposes,
including the election of directors. The Common Stock does not have cumulative voting rights.

No holder of shares of stock of any class shall be entitled as a matter of right to subscribe for or purchase or receive any part of any new or
additional issue of shares of stock of any class, or of securities convertible into shares of stock of any class, whether now hereafter authorized
or whether issued for money, for consideration other than money, or by way of dividend.

On June 1, 2009, the Company issued 225,000 additional shares at $0.001 per share to the Company‘s shareholders. Total amount due from
shareholders as of June 30, 2009 is $225.

The Company had 1,225,000 and 1,000,000 shares of common stock issued and outstanding at June 30, 2009 and June 30, 2008, respectively.
As of June 30, 2009 and June 30, 2008, the Company had no preferred stock issued and outstanding.

NOTE 4 - INCOME TAXES:

For income tax reporting purposes, the Company's aggregate unused net operating losses of approximately $3,100 will expire through 2027,
subject to limitations of Section 382 of the Internal Revenue Code, as amended. The deferred tax assets related to the carry forward was
deemed to be approximately $900. The Company has provided a valuation reserve against the full amount of the net operating loss benefit
because in the opinion of management based upon the development stage and the likelihood of a future Section 382 limitation, it is more likely
than not that the benefits will not be realized.

 NOTE 5 – SUBSEQUENT EVENTS:

On July 17, 2009, the Company issued 80,000 shares of common stock for a purchase price of $168,000.

In addition, on July 27, 2009, the Company‘s Board of Directors adopted the Midas Medici Group Holdings, Inc. 2009 Incentive Stock Plan
(―MMGH Plan‖). The purpose of the MMGH Plan is to give us a competitive advantage in attracting, retaining, and motivating officers,
employees, directors, and consultants and to provide us with an incentive plan that gives officers, employees, directors, and consultants
financial incentives directly linked to shareholder value.

The maximum number of shares that may be issued under the Plan is 650,000. However for the period commencing January 1, 2010, the
maximum number of shares issuable under the Plan shall be equal to 20% of the issued and outstanding shares of the Company‘s common
stock on a fully diluted basis but shall not be less than 650,000.

Pursuant to the Plan, incentive stock options or non-qualified options to purchase shares of common stock may be issued. The plan may be
administered by our board of directors or by a committee to which administration of the plan, or part of the plan, may be delegated by our
board of directors. Options granted under the plan are not generally transferable by the optionee except by will, the laws of descent and
distribution or pursuant to a qualified domestic relations order, and are exercisable during the lifetime of the optionee only by such optionee.
Options granted under the plan vest in such increments as is determined by MMGH's board of directors or designated committee. To the extent
that options are vested, they must be exercised within a maximum of thirty days of the end of the optionee's status as an employee, director or
consultant, or within a maximum of 12 months after such optionee's termination or by death or disability, but in no event later than the
expiration of the option term. The exercise price of all stock options granted under the plan will be determined by MMGH's board of directors
or designated committee. With respect to any participant who owns stock possessing more than 10% of the voting power of all classes of our
outstanding capital stock, the exercise price of any incentive stock option granted must equal at least 110% of the fair market value on the grant
date.


                                                                      F-16
                                              MIDAS MEDICI GROUP HOLDINGS, INC
                                            (FORMERLY MONDO ACQUISITION I, INC)
                                               (DEVELOPMENT STAGE COMPANY)
                                         NOTES TO CONDENSED FINANCIAL STATEMENTS
                                                         (unaudited)


On July 29, 2009, the Company entered into return to treasury agreements with its shareholders, resulting in the return to treasury of
an aggregate of 425,000 shares of the Company‘s common stock which resulted in the reduction of the Company‘s issued and
outstanding shares from 1,305,000 to 880,000.

On July 31, 2009, the Company issued 30,000 shares of common stock for a purchase price of $63,000.

On August 7, 2009, the Company entered into an expense reimbursement agreement (the ―Reimbursement Agreement‖) with Knox Lawrence
International, LLC, a Delaware limited liability company (―Knox Lawrence‖). Pursuant to the Reimbursement Agreement, Knox Lawrence is
authorized to incur up to $350,000 in certain expenses and obligations on behalf of the Company and the Company agreed to reimburse Knox
Lawrence for such expenses and obligations promptly after delivery of invoices for such expenses. The Reimbursement Agreement has a term
of one year, subject to earlier termination upon 30 days‘ written notice by either party.

On August 10, 2009, the Company entered into an Agreement and Plan of Merger (the ―Merger Agreement‖) with UtiliPoint International, Inc.
(―UtiliPoint‖), a New Mexico corporation, and UtiliPoint Acquisition Corp., a New Mexico corporation and wholly-owned subsidiary of the
Company (the ―Acquisition Sub‖). Pursuant to the Merger Agreement, at the closing of the Merger Agreement, Acquisition Sub will merge
with and into UtiliPoint and UtiliPoint will become the Company‘s wholly-owned subsidiary.

The Merger Agreement contemplates that at the closing, the Company will issue an aggregate of 1,348,516 shares of common stock to the
UitliPoint stockholders and options to purchase 172,597 shares of common stock of the Company pursuant to the Company‘s 2009 Incentive
Stock Plan. Knox Lawrence International, LLC., KLI IP Holdings, Inc. and UTP International LLC, shareholders of UtiliPoint will be issued an
aggregate of 889,444 of shares of our common stock and options to purchase 27,168 shares of our common stock at the closing of the Merger.
Nana Baffour, our CEO and Johnson Kachidza, our President are the principal shareholders of Knox Lawrence International LLC., KLI IP
Holdings, Inc. and UTP International LLC.

The closing of the transaction is subject to the fulfillment of certain conditions, including, (i) the delivery of all documents required to be
delivered pursuant to the Merger Agreement, (ii) all terms, covenants and conditions of the merger are complied with or performed; (iii) the
Certificate of Merger is executed by the Company and UtiliPoint; and (iv) there shall be no material adverse change affecting the business of
either the Company or UtiliPoint.

As required by SFAS 165, ―Subsequent Events‖, the Company has evaluated subsequent events through August 14, 2009, which is the date its
June 30, 2009 Condensed Financial Statements were issued.




                                                                      F-17
                                          Report of Independent Registered Public Accounting Firm



To the Board of Directors and Stockholders
Utilipoint International, Inc.

We have audited the accompanying consolidated balance sheets of Utilipoint International, Inc. and subsidiary (the ―Company‖) as of
December 31, 2008 and 2007, and the related consolidated statements of operations, stockholders‘ deficit and comprehensive income (loss),
and cash flows for the years then ended. These financial statements are the responsibility of the Company‘s management. Our responsibility is
to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing standards established by the Auditing Standards Board (United States)
and in accordance with the auditing standards of the Public Company Accounting Oversight Board (United States). Those standards require
that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material
misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.
Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in
the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company‘s internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Utilipoint
International, Inc. and subsidiary as of December 31, 2008 and 2007, and the results of their operations and their cash flows for the years then
ended in conformity with accounting principles generally accepted in the United States of America.

/S/ REDW LLC

Albuquerque, New Mexico
August 17, 2009




                                                                        F-18
                                                   UTILIPOINT INTERNATIONAL, INC.
                                                   CONSOLIDATED BALANCE SHEETS


                                                                                           December 31,
                                                                                        2008            2007
Assets
 Current Assets
       Cash and cash equivalents                                                    $     144,546     $           -
       Accounts receivable, net of allowance for doubtful accounts of $139,305
         and $234,183 at 2008 and 2007, respectively                                      552,517          711,292
       Prepaid expenses and other current assets                                           42,593          118,111
                Total Current Assets                                                      739,656          829,403

    Property and Equipment, net                                                            34,266           26,040
    Other Assets                                                                            2,953            3,453
               Total Assets                                                         $     776,875     $    858,896


Liabilities and Stockholders' Deficit
    Liabilities
       Current Liabilities
          Accounts payable and accrued expenses                                     $     525,461     $    272,803
          Bank overdrafts                                                                       -          113,937
          Line of credit                                                                  216,590           50,000
          Deferred revenue                                                                154,011          336,627
          Current portion of long-term debt                                                60,792            6,925
          Capital lease obligations - current portion                                      16,242           11,844
          Preferred Stock dividends payable - stated                                       68,250                -
          Preferred Stock dividends payable - accretion of accelerated
            dividends and $812,382 balloon dividend                                       395,585           116,232
          Management fees payable                                                          50,000                 -
          Deferred tax liability                                                            1,057            42,440
          Common stock put options                                                        269,000           269,000
          Other current liabilities                                                         4,242             1,985
                 Total Current Liabilities                                              1,761,230         1,221,793

      Long-term debt, less current portion                                                514,606           509,177
      Capital lease obligations, less current portion                                      16,409            12,492
               Total non-current Liabilities                                              531,015           521,669
               Total Liabilities                                                        2,292,245         1,743,462

    Stockholders' Deficit
      Series A Preferred stock with voting rights,
        cumulative and convertible, $0.00 par value,
        25,000 shares authorized; issued and outstanding:
        21,523 shares at December 31, 2008 and 2007                                              -                -
      Series B Preferred stock, no voting rights, $0.00 par value,
        25,000 shares authorized; -0- shares issued                                              -                -
      Common stock, $0.00 par value, 150,000 shares authorized;
        21,762 and 21,696 shares issued and outstanding
        at December 31, 2008 and 2007, respectively                                              -                -
      Capital in excess of par value, net of $231,968 of stock issuance costs
        and accretion of accelerated dividends and balloon dividend                       543,189          871,542
      Treasury stock at cost (25,299 and 23,615 common shares held
        at 2008 and 2007, respectively)                                                  (974,015 )       (974,015 )
      Common stock put options                                                           (269,000 )       (269,000 )
      Accumulated other comprehensive income (loss)                                        (2,762 )              -
      Accumulated deficit                                                                (812,782 )       (513,093 )
Total Stockholders' Deficit                                                                 (1,515,370 )       (884,566 )
Total Liabilities and Stockholders' Deficit                                             $      776,875     $    858,896


                          See accompanying notes to consolidated financial statements




                                                    F-19
                                                UTILIPOINT INTERNATIONAL, INC.
                                            CONSOLIDATED STATEMENTS OF OPERATIONS


                                                                                                           Year Ended December 31,
                                                                                                             2008          2007
Net Revenues                                                                                              $ 3,660,941 $ 3,910,392
Cost of Services                                                                                             2,037,046     2,149,136
               Gross Margin                                                                                  1,623,895     1,761,256

Operating Expenses
      Selling, general and administrative                                                                     1,777,613         1,548,028
      Depreciation and amortization                                                                              17,845            10,871
      Management fees                                                                                           100,000            25,000
                Total operating expenses                                                                      1,895,458         1,583,899
                Operating income (loss)                                                                        (271,563 )         177,357

Other Income (Expense)
       Interest income                                                                                                1            1,974
       Interest expense                                                                                         (63,942 )        (66,381 )
       Other income                                                                                                   -              850
                 Total other income (expense)                                                                   (63,941 )        (63,557 )
       Income (loss) before income taxes                                                                       (335,504 )        113,800

Provision (benefit) for income taxes                                                                            (35,815 )         45,737
Net income (loss)                                                                                              (299,689 )         68,063

Preferred stock dividends and dividend accretion
       Preferred stock stated dividends                                                                        (136,500 )        (34,125 )
       Preferred stock dividend accretion                                                                      (279,353 )       (116,232 )
Net loss applicable to common stockholders                                                                $    (715,542 )   $    (82,294 )


Net loss per share applicable to common
    stockholders - basic and diluted                                                                      $      (33.63 )   $       (2.47 )


Weighted average common shares
   outstanding - basic and diluted                                                                               21,275           33,345


                                            See accompanying notes to consolidated financial statements


                                                                      F-20
                                UTILIPOINT INTERNATIONAL, INC.
  CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT AND COMPREHENSIVE INCOME (LOSS)


                                                                Shares of
                                                                 Series A
                              Shares of         Shares of       Preferred                                              APIC
                              Common            Common            Stock,         APIC                APIC             Series A                           Other                                       Total
                             Stock, $0.00       Stock in        $0.00 par       Common              Treasury         Preferred                        Compre-hensive       Accumulated           Stockholders'       Comprehensive
                              par value         Treasury          value          Stock               Stock             Stock         Put Options          Loss                Deficit               Deficit          Income (Loss)

Balance at December 31,
  2006                              44,048          (1,390 )                -   $   147,120     $       (4,639 ) $               -   $          -     $                -   $   (581,156 )    $          (438,675 )

Net income (loss)                           -               -               -             -                    -                 -              -                      -         68,063                   68,063     $        68,063
Issuance of shares
   upon reorganization                      -               -       21,523                -                    -       1,050,000                -                      -                 -             1,050,000                     -
Purchase of shares
   upon reorganization                      -      (21,523 )                -             -           (967,031 )                 -              -                      -                 -              (967,031 )                   -
Stock compensation
    upon reorganization               1,263                 -               -        56,747                    -                 -              -                      -                 -                56,747                     -
Issuance of 5,988
  common stock put
  options upon
  reorganization                            -            -                  -             -                  -                 -         (269,000 )                    -                 -              (269,000 )                   -
Stock issuance costs                        -            -                  -       (67,962 )                -          (164,006 )              -                      -                 -              (231,968 )                   -
Purchase of shares                          -         (702 )                -             -             (2,345 )               -                -                      -                 -                (2,345 )                   -
Stated dividends on
  preferred stock                           -               -               -             -                    -         (34,125 )              -                      -                 -               (34,125 )                   -
Accretion of accelerated
  and balloon dividends
  on preferred stock                        -               -               -             -                    -        (116,232 )              -                      -                 -              (116,232 )                   -
Balance at December 31,
    2007                            45,311         (23,615 )        21,523          135,905           (974,015 )         735,637         (269,000 )                    -       (513,093 )               (884,566 )   $        68,063


Net income (loss)                         -                 -               -             -                    -                 -              -                      -       (299,689 )               (299,689 )   $      (299,689 )
Issuance of shares                    1,250                 -               -        62,500                    -                 -              -                      -              -                   62,500                   -
Issuance of shares for
   professional services               500               -                  -        25,000                    -                 -              -                      -                 -                25,000                     -
Purchase of shares                       -          (1,684 )                -             -                    -                 -              -                      -                 -                     -                     -
Stated dividends on
   preferred stock                          -               -               -             -                    -        (136,500 )              -                      -                 -              (136,500 )                   -
Accretion of accelerated
   and balloon dividends
   on preferred stock                       -               -               -             -                    -        (279,353 )              -                      -                 -              (279,353 )                   -
Foreign currency
   translation adjustments                  -               -               -             -                    -                 -              -               (2,762 )                 -                (2,762 )            (2,762 )
Balance at December 31,
   2008                             47,061         (25,299 )        21,523      $   223,405     $     (974,015 ) $       319,784     $   (269,000 ) $           (2,762 ) $     (812,782 )    $        (1,515,370 )   $      (302,450 )




                                                                  See accompanying notes to consolidated financial statements


                                                                                                                     F-21
                                               UTILIPOINT INTERNATIONAL, INC.
                                          CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                                                                           Year Ended December 31,
                                                                                                             2008          2007
OPERATING ACTIVITIES
    Net income (loss)                                                                                  $      (299,689 )   $     68,063
    Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities:
         Depreciation and amortization                                                                          17,845           10,871
         Provision for uncollectible accounts                                                                    3,425           99,303
         Stock based compensation                                                                                    -           56,747
         Issuance of stock for professional services                                                            25,000                -
         Deferred taxes                                                                                        (41,383 )         42,440
         Changes in operating assets and liabilities:
             Accounts receivable                                                                               155,350         (147,787 )
             Prepaid expenses and other current assets                                                          75,519         (105,512 )
             Accounts payable and accrued expenses                                                             252,659           72,304
             Deferred revenue                                                                                 (182,616 )        (57,017 )
             Management fees payable                                                                            50,000                -
             Other                                                                                               6,813            1,853
         Total adjustments                                                                                     362,612          (26,798 )
Net cash provided (used) by operating activities                                                                62,923           41,265

INVESTING ACTIVITIES
   Additions to property and equipment                                                                          (3,168 )               -

FINANCING ACTIVITIES
    Net borrowings (payments) on line of credit                                                                163,738           25,000
    Change in bank overdrafts                                                                                 (113,937 )        113,937
    Principal payments on capital lease obligations                                                            (14,480 )         (8,497 )
    Principal payments on notes payable                                                                       (129,408 )         (3,810 )
    Proceeds from notes payable                                                                                187,500                -
    Proceeds from issuance of preferred stock, net of stock issuance costs                                           -          885,994
    Proceeds from issuance of common stock                                                                      62,500                -
    Stock issuance costs for common stock transactions upon reorganization                                           -          (67,962 )
    Purchase of treasury stock                                                                                       -         (969,376 )
    Distribution/dividend to preferred stockholders                                                            (68,250 )        (34,125 )
Net cash provided (used) by financing activities                                                                87,663          (58,839 )

Net increase (decrease) in cash and cash equivalents                                                          147,418           (17,574 )
Effect of exchange rate changes on cash and cash equivalents                                                   (2,872 )               -
Cash and cash equivalents beginning of year                                                                         -            17,574
Cash and cash equivalents end of year                                                                  $      144,546      $          -


Supplemental disclosure of cash flow information:
    Cash paid during the year for:
        Interest                                                                                       $        55,886     $     66,381
        Taxes                                                                                          $         4,144     $      1,312

Supplemental disclosure of non-cash financing and investing activities:
      Property and equipment acquired under capital leases                                             $        22,794     $     23,469

                                         See accompanying notes to consolidated financial statements
F-22
                                               UTILIPOINT INTERNATIONAL, INC.
                                        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. DESCRIPTION OF BUSINESS

Utilipoint International, Inc., together with its subsidiary (―Utilipoint‖ or the ―Company‖), is a utility and energy consulting, and issues analysis
firm. The Company offers public issues and regulatory management, advanced metering infrastructure and meter data management, rates and
demand response, utility energy and technology, trading and risk management, and energy investment services. It provides its services to
energy companies, utilities, investors, regulators, and industry service providers primarily in North America and Europe.

The Company was founded as Reddy Corporation International in 1933 and in 1998 was acquired by Scientech LLC. The name was changed
to Utilipoint International, Inc. in 2002 in conjunction with a management buyout. In July 2007, the Company reorganized and received equity
funding from Knox Lawrence International, LLC (―KLI‖) and UTP International, LLC (―UTPI‖), a KLI company, which together now hold a
controlling interest in Utilipoint. The Company is based in Albuquerque, New Mexico and is incorporated under the laws of the State of New
Mexico. Utilipoint established a wholly owned subsidiary, Utilipoint, s.r.o., in the Czech Republic on October 3, 2008.

2. LIQUIDITY

The Company has incurred cumulative losses through December 31, 2008 totaling $812,782 and subsequent unaudited interim financial
statements reflect continuing losses. Also, the Company ended 2008 with negative working capital of $1,021,574. The Company has funded its
operations since inception through the use of cash obtained principally from stockholders and third party financings. The Company is in the
process of improving operational results and raising external financing to provide working capital which will enable it to operate profitably and
to solve its liquidity constraints on a go-forward basis in a sustainable manner. Management actions and plans for improving operational
results and liquidity include the following:

Merger Agreement – On August 10, 2009, the Company entered into a merger agreement (refer to Note 13, Subsequent Events – Merger
Agreement). The merger, when completed, will have the effect of increasing Utilipoint shareholders‘ equity significantly above where it is
currently as well as provide access to capital from Midas Medici Group Holdings, Inc.

Increased Staff Utilization – The Company has begun implementing definitive plans to increase staff utilization which management believes
will improve margins.

Increased Business Development and Executive Leadership Resources – In July 2009, with the Capital Contribution Agreement with The
Intelligent Project, LLC (refer to Note 13, Subsequent Events – Capital Contribution Agreement with The Intelligent Project, LLC), two
veteran executives joined the Company. The addition of these individuals significantly increased the Company‘s resources in business
development and executive leadership. With the pending merger (refer to Note 13, Subsequent Events – Merger Agreement), two additional
executives of the acquiring entity are expected to contribute to the business development efforts of the Company via their extensive
relationships and contacts in the energy industry. Management believes this addition of executive talent will significantly increase the
Company‘s revenues and profits while optimizing how it manages its operations.

Continued Support from a Significant Shareholder – The Company has historically received financial support from KLI for working capital.
Over the eighteen months ended June 30, 2009 KLI provided financial support in the form of a $62,500 note payable and $62,500 stock
purchase, deferred $100,000 in management fees (see also Note 11), and deferred $136,500 in dividends which it paid on behalf of the
Company to UTPI. KLI is committed to continue to provide support when needed on a going – forward basis.

Deferring of Insider Obligations – The Company has on its books, as of June 30, 2009, current debt obligations due to insiders of
approximately $500,000. The Company believes that its insiders are going to continue deferring their obligations until the Company generates
internal cash flows or procures outside financing.

Management believes it will be successful in completing the foregoing actions which will enable the Company to run its business in a
sustainable manner through December 31, 2009 and beyond and will result in increased revenues, profits and cash flow.

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation - The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted
accounting principles (―GAAP‖). All material intercompany accounts and transactions have been eliminated.

Fair Value of Financial Instruments - The carrying amounts of the Company’s financial instruments, which include cash and cash
equivalents, accounts receivable, prepaid expenses and other current assets, accounts payable, bank overdrafts, other current liabilities, line
of credit and debt, approximate their fair values due to their short maturities and variable interest rate on the line of credit and fixed rates
which approximate market on significant notes payable . Based on borrowing rates currently available to the Company for loans with
similar terms, the carrying value of capital lease obligations approximates fair value. The fair value of put options is discussed in Note 8.


                                                                      F-23
                                               UTILIPOINT INTERNATIONAL, INC.
                                        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Revenue Recognition - Utilipoint‘s primary revenue streams and the basis on which revenue is recognized for each are as follows:

Fixed-Price Contracts
Fixed price contracts are projects where services are provided at an agreed to price for defined deliverables. On occasion, clients with fixed
price contracts will require an accounting of all hours worked on a project at an agreed to hourly rate to accompany an invoice.

Utilipoint recognizes revenue when a deliverable is provided except in the case where the client requires time reporting to accompany
invoices. In that case, Utilipoint recognizes revenue up to the amount the time records support, because clients requiring time reporting with
hourly rates on fixed price contracts typically can only ask for refunds on fixed price projects up to the amount determined as if the contract
had been time and materials. With acceptance of the final deliverable, all revenue is recognized.

Bundled Service Agreements (―BSAs‖)
BSAs are packages of services that clients subscribe to, typically on an annual contract basis. The services typically include a combination of
the following:
• Access to subject matter experts as needed, by telephone
• Discounted fees for Utilipoint events
• Advertising space on the IssueAlert® e-publication
• One to three reports and/or whitepapers on industry topics
• Briefings on industry trends and research findings

BSAs also include annual memberships in the Advanced Metering Infrastructure and Meter Data Management (―AMI MDM‖) forum and
corporate contracts. The AMI MDM forum is designed for electric, water, and/or gas utilities, regulators, utility governing boards, independent
system operators and consumer advocacy groups to come together and discuss meter data management successes, problems, issues, interfaces
and best practices. Corporate contracts are characterized by an annual contract for a pre-defined amount of market research hours. Clients of
this service receive access to Utilipoint‘s directory and InfoGrid products. The primary service is the block of hours purchased.

Utilipoint believes that the substance of BSAs, as pointed out in a recent survey of its clients, indicates that the purchaser pays for a service that
is delivered over time. As a result, revenue recognition occurs over the subscription period, or in the case of corporate contracts as the hours
are utilized, reflecting the pattern of provision of service.

Time and Materials Contracts (―T&M‖)
T&M are services billed at a set hourly rate. Project related expenses are passed through at cost to clients. Normally invoices occur on
monthly basis. Utilipoint recognizes revenue as billed unless the project has a major deliverable(s) associated with it, in which case the revenue
is deferred until the major deliverable(s) is provided.

Events and Sponsorships
Utilipoint hosts events such as conferences. These events include revenues from sponsorships and registration fees which are recognized in the
month of the event. Revenues from sponsors of the AMI MDM forum are recognized over the annual subscription period, reflecting the pattern
of provision of service.

Property and Equipment - Property and equipment is carried at cost, less accumulated depreciation and amortization. Depreciation and
amortization is calculated using the straight-line method over the useful lives that typically range from three to ten years. Equipment under
capital leases is amortized over the lease term which is typically three years and is removed from the Company‘s accounting records upon lease
termination.

Foreign Currency Translation and Transactions - The U.S. dollar is the reporting currency for all periods presented. The financial
information for the entity outside the United States is measured using the local currency as the functional currency. Assets and liabilities for the
Company‘s foreign entity are translated into U.S. dollars at the exchange rate in effect on the respective balance sheet dates, and revenues and
expenses are translated into U.S. dollars based on the average rate of exchange for the corresponding period. Exchange rate differences
resulting from translation adjustments are accounted for as a component of accumulated other comprehensive income. Gains and (losses) from
foreign currency transactions are reflected in the consolidated statements of operations under the line item selling, general and administrative
expense, and were ($7,658) and $9,809, in 2008 and 2007, respectively. Such foreign currency transactions include primarily billings
denominated in foreign currencies by the Company‘s U.S. entity, which are reported based on the applicable exchange rate in effect on the
balance sheet date. The related deferred revenue from such billings is reported in U.S. dollars at the exchange rate in effect at the billing dates
when the revenue was deferred.


                                                                        F-24
                                               UTILIPOINT INTERNATIONAL, INC.
                                        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Comprehensive Income (Loss) - Comprehensive income (loss) consists of net loss or gains on foreign currency translations and net income or
loss from operations and is presented in the consolidated statements of stockholders‘ deficit. This includes charges and credits to equity that are
not the result of transactions with stockholders. Included in other comprehensive income (loss) are the cumulative translation adjustments
related to the net assets of the operations of the Company‘s foreign subsidiary. These adjustments are accumulated within the consolidated
statements of stockholders‘ deficit under the caption ―Other Comprehensive Loss.‖ Other comprehensive loss for the year ended December 31,
2008 was $2,762. The Company‘s foreign subsidiary was established in 2008 and accordingly there is no comprehensive income or loss for
2007.

Stock-Based Compensation - Effective January 1, 2006, the Company adopted the fair value recognition provisions of SFAS No. 123(R),
Share-Based Payment, using the modified prospective transition method. Under the transition method, compensation expense that the Company
recognizes includes expense associated with the fair value of share based awards granted.

Allowance for Doubtful Accounts - Reserves for bad debt are based on evaluation of customers‘ ability to meet their financial obligations to
the Company. When evaluation indicates that the ability to pay is impaired, a specific allowance against amounts due is recorded thereby
reducing the net recognized receivable to the amount the Company reasonably believes will be collected. When management determines that
receivables are not collectible, the gross receivable is written off against the reserve for bad debt.

Income Taxes - The current or deferred tax consequences of all events that have been recognized in the financial statements are measured
based on provisions of enacted tax law to determine the amount of taxes payable or refundable in future periods. Effective with the July 2007
reorganization, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between
financial statement carrying amounts of existing assets and liabilities, and their respective tax basis. Deferred tax assets and liabilities are
measured using enacted tax rates for the years in which those temporary differences are expected to be recovered or settled. The effect of a
change in tax rates on deferred tax assets and liabilities is recognized into income during the period that includes the enactment date. A
valuation allowance is established to reduce deferred tax assets if it is more likely than not that all, or some portion of, such deferred tax assets
will not be realized. The Company accounts for uncertain tax positions in accordance with Financial Accounting Standards Board (―FASB‖)
Interpretation No. 48, Accounting for Uncertainty in Income Taxes — an Interpretation of FASB Statement No. 109 , (―FIN 48‖). FIN 48
prescribes a recognition threshold and measurement attribute for financial statement recognition and measurement of a tax position taken or
expected to be taken in a tax return. The Company does not believe it has any material unrecognized income tax positions.

Prior to reorganization in July 2007, Utilipoint was an S corporation. Under this election, the Company‘s taxable income flowed through to the
stockholders and was not the responsibility of the Company. Upon reorganization, Utilipoint became a C corporation and is responsible for its
own income taxes.

The Company is a cash basis taxpayer.

Cost of Services - Cost of services represents direct job costs plus direct labor and related benefits and payroll taxes. The Company allocates
employee labor between direct and indirect based upon a factor of billable employee payroll dollars multiplied by an estimated labor utilization
rate of 80%. As such, payroll dollars are categorized as cost of services and selling, general and administrative expense.

Segment Reporting - Operating segments are defined as components of an enterprise for which separate financial information is available and
evaluated regularly by the chief operating decision maker, or decision making group, in deciding the method to allocate resources and assess
performance. The Company currently has one reportable segment for financial reporting purposes, which represents the Company's core
business as a utility and energy consulting, and issues analysis firm. The Company does not report revenue by product or service or groups of
products or services because it is impracticable to do so.

Use of Estimates - The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those
estimates. Significant estimates include: allowances for doubtful accounts, fair value of common stock put options, certain revenue recognition
methodologies related to contract deliverables, valuation allowances for deferred tax assets, rates at which deferred tax assets and liabilities are
expected to be recorded or settled, accruals for paid time off and the estimated labor utilization rate used to determine cost of services.


                                                                        F-25
                                              UTILIPOINT INTERNATIONAL, INC.
                                       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Recently Issued Accounting Standards – In September 2006, the FASB issued Statement of Financial Account Standards No. 157, Fair Value
Measurements (―SFAS 157‖). SFAS 157 defines fair value, establishes a framework for measuring fair value in accordance with accounting
principles generally accepted in the United States, and expands disclosures about fair value measurements. The Company adopted SFAS 157
during the first quarter of 2008, and the implementation did not have a material impact on the Company‘s financial condition, results of
operations, or cash flows. The Company has deferred the adoption of SFAS 157 until fiscal year beginning January 1, 2009 with respect to
non-financial assets and liabilities in accordance with the provisions of FASB Staff Position (―FSP‖) No. 157-2, Effective Date of FASB
Statement No. 157 (―FSP FAS 157-2‖) effective February 2008. Such non-financial assets and liabilities include goodwill and intangible assets
with indefinite lives. The adoption of FSP FAS 157-2 is not expected to have a material impact on the Company's consolidated financial
statements.

In February 2007, the FASB issued Statement of Financial Account Standards No. 159, The Fair Value Option for Financial Assets and
Financial Liabilities – Including an amendment of FASB Statement No. 115 (―SFAS 159‖). SFAS 159 permits entities to measure eligible
assets and liabilities at fair value as of specified dates. Subsequent unrealized gains and losses on items for which the fair value option has
been elected are reported in earnings. The objective of SFAS 159 is to improve financial reporting by providing entities with the opportunity to
mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge
accounting provisions. SFAS 159 is effective for fiscal years beginning after November 15, 2007. The Company adopted SFAS 159 on
January 1, 2008 and did not elect to apply the fair value method to any eligible assets or liabilities at that time.

  In December 2007, FASB issued Statement of Financial Accounting Standards No. 141 (revised 2007), Business Combinations
(―SFAS 141R‖). SFAS 141R moves closer to a fair value model by requiring the acquirer, in a business combination, to measure all assets
acquired and all liabilities assumed at their respective fair values at the date of acquisition, including the measurement of non-controlling
interests at fair value. SFAS 141R also establishes principles and requirements as to how the acquirer recognizes and measures goodwill
acquired in a business combination or a gain from a bargain purchase and determines what information to disclose to enable users of the
financial statements to evaluate the nature and financial effects of the business combination. In addition, SFAS 141R significantly changes the
accounting for business combinations in a number of areas, including the treatment of contingent consideration, pre-acquisition contingencies,
in-process research and development, restructuring costs, and requires the expensing of acquisition-related costs as incurred. The effective date
of SFAS 141R is for fiscal years beginning after December 15, 2008. For transactions consummated after the effective date of SFAS 141R,
prospective application of the new standard is applied. For business combinations consummated prior to the effective date of SFAS 141R, the
guidance in SFAS 141 is applied. The adoption of this new standard is not expected to have a material impact on the Company's consolidated
financial statements.

In December 2007, the FASB issued Statement of Financial Accounting Standards No. 160, Noncontrolling Interests in Consolidated
Financial Statements—An Amendment of ARB No. 51 (―SFAS 160‖). SFAS 160 establishes new accounting and reporting standards for the
non-controlling interest in a subsidiary and for the deconsolidation of a subsidiary. SFAS 160 is effective for fiscal years beginning on or after
December 15, 2008. The adoption of this new standard did not have a material impact on the Company's consolidated financial statements.

In March 2008, the FASB issued Statement of Financial Account Standards No. 161, Disclosure about Derivative Instruments and hedging
Activities—An Amendment of FASB Statement No. 133 (―SFAS 161‖). SFAS 161 expands and amends the disclosure requirement for derivative
instruments and hedging activities. SFAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after
November 15, 2008. The Company is in the process of determining what effect, if any, the application of the provisions of SFAS 161 will have
on its consolidated financial statements.

In June 2008, the FASB issued FSB EITF 03-6-1, Determining whether Instruments Granted in Share-Based Payment Transactions Are
Participating Securities (―EITF 03-6-1‖), to clarify that all outstanding unvested share-based payment awards that contain non-forfeitable
rights to dividends or dividend equivalents, whether paid or unpaid, are participating securities. An entity must include participating securities
in its calculation of basic and diluted earnings per share pursuant to the two-class method as described in SFAS No. 128, Earnings Per Share .
EITF 03-6-1 is effective for fiscal years beginning after December 15, 2008. The Company is in the process of determining what effect, if any,
the application of EITF 03-6-1 will have on its consolidated financial statements.

In May 2009, the FASB issued Statement of Financial Account Standards No. 165, Subsequent Events (―SFAS 165‖). SFAS 165 establishes
general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or
are available to be issued. SFAS 165 is effective for financial statements issued for fiscal years and interim periods beginning after June 15,
2009. The adoption of SFAS 165 is not expected to have a material impact on the Company's consolidated financial statements.
F-26
                                               UTILIPOINT INTERNATIONAL, INC.
                                        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




4. BALANCE SHEET ITEMS

Cash and Cash Equivalents-
Cash and cash equivalents consists primarily of cash in banks.

Prepaid Expenses and Other Current Assets
At December 31, prepaid expenses and other current assets were as follows:


                                                                                                                  2008              2007
Prepaid management fees                                                                                      $            -     $     25,000
Due from stockholder for shares issued                                                                                    -           56,747
Foreign income tax refunds due                                                                                       15,652           14,583
Receivable from former employee                                                                                      20,000                -
Other                                                                                                                 6,941           21,781
                                                                                                             $       42,593     $    118,111


Property and Equipment
At December 31, property and equipment consists of the following:

                                                                                     Estimated
                                                                                     Useful Life                  2008              2007
Office equipment                                                                       3 years               $        7,758     $       5,347
Furniture and fixtures                                                                10 years                        6,257             5,500
Equipment under capital leases                                                         3 years                      52,439            36,315
                                                                                                                    66,454            47,162
Accumulated depreciation                                                                                             (9,839 )          (7,313 )
Accumulated amortization of
   equipment under capital leases                                                                                   (22,349 )         (13,809 )
                                                                                                             $       34,266     $      26,040


Property and equipment are stated at cost. Depreciation and amortization is provided on the straight-line method over the estimated useful lives
of the assets. Depreciation expense was $2,635 and $1,232 for fiscal years 2008 and 2007, respectively. Amortization expense was $15,210
and $9,639 for fiscal years 2008 and 2007, respectively.

Other Assets
Other assets consist of deposits on leased office space.

Accounts Payable and Accrued Expenses
At December 31, accounts payable and accrued expenses consists of the following:

                                                                                                                  2008              2007
Accounts payable                                                                                             $     336,906      $    172,446
Accrued payroll and vacation                                                                                       163,207           100,357
Other                                                                                                               25,348                 -
                                                                                                             $     525,461      $    272,803



Deferred Revenue
Deferred revenue consists primarily of amounts received from or billed to clients in conjunction with BSAs, T&M and fixed price contracts for
which revenue is recognized over time or upon completion of contract deliverables.

Other Current Liabilities
Other current liabilities consist of sales taxes payable and minimum state taxes due regardless of income.



                                                                      F-27
                                             UTILIPOINT INTERNATIONAL, INC.
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

5. DEBT

Debt, including interest rates and maturities is summarized as follows at December 31:



                                  Interest Rates                Maturity              2008                2007
                         Long-term debt – notes
                         payable:
                                    12.00%                     01/01/2010        $       447,106     $      447,106
                                    10.00%                     12/31/2013                 62,500                  -
                                    4.00%                      05/04/2010                  5,000              5,000
                                    4.00%                      09/23/2009                 16,000             16,000
                                    4.00%                      06/02/2009                  9,722              8,518
                         Variable, 4.68% and 8.15% at
                              December 31, 2008 and
                         2007, respectively                    08/02/2009                 35,070             39,478
                         Total long-term debt, including
                         current maturities                                              575,398            516,102
                         Current maturities of long-term
                         debt                                                            (60,792 )           (6,925 )
                         Total long-term debt                                            514,606            509,177

                         Short-term debt:
                             Line of credit                                              216,590             50,000
                             Current maturities of
                         long-term debt                                                   60,792              6,925
                         Total short-term debt                                           277,382             56,925
                         Total debt                                              $       791,988     $      566,102


All notes payable are due to either current or former shareholders of the Company. Interest rates are fixed unless otherwise noted. Variable
interest rates are per the credit union from which the current management shareholder obtained a home equity loan from which the funds were
then loaned to the Company.

Notes payable to current and former shareholders are unsecured and subordinated to obligations under the Company‘s line of credit with the
Bank of Albuquerque. Notes payable to current and former management shareholders are further subordinated to the $62,500 note to KLI due
December 31, 2013.

Utilipoint had a revolving line of credit, used for working capital needs, with the Bank of Albuquerque from 2005 through mid-2008 at which
point the line expired. The Company had not been in compliance with debt covenant financial ratios on debt coverage, funded debt to earnings
before interest, taxes, depreciation and amortization (―EBITDA‖) and tangible net worth for years 2007 and 2008. The weighted average
interest rate on the line of credit was 5.63% and 8.83% for 2008 and 2007, respectively. The balance at December 31, 2008 was partially paid
down on January 22, 2009 and converted into a short-term note in the amount of $165,000 due June 30, 2009 with an interest rate of
9.25%. Six monthly consecutive principal payments of $16,500 plus interest on unpaid principal are due commencing January 15, 2009 with a
final payment of $66,000 plus interest due June 30, 2009. The Company paid the first five installments and subsequently renegotiated the
remaining balance of principal and interest totaling $82,264 into a new 9.25% note with the Bank of Albuquerque on June 30, 2009. The 9.25%
note matures on December 31, 2009 and will be repaid in 5 principal payments of $9,000 each and one final principal and interest payment of
$37,561. The 9.25% note is an extension / renewal / modification of the credit facility and as such is secured by Utilipoint‘s accounts
receivable, fixed assets and a right of offset against cash accounts held with the bank.

Interest expense on notes payable and the line of credit was $61,265 and $64,433 for fiscal years 2008 and 2007, respectively.

The Company's contractual payments of long-term borrowings at December 31, 2008 are as follows:
                                                       Year                                     Amount
                                                       2009                               $          60,792
                                                       2010                                         452,106
                                                       2011                                               -
                                                       2012                                               -
                                                       2013                                          62,500
                                                       Total                              $         575,398


6. INCOME TAXES

Since reorganization on July 23, 2007, the Company is a C-corporation, cash basis taxpayer. Previously, the Company was an S-corporation
whereby its tax burden flowed through to its shareholders. The Company files state tax returns in New Mexico where it is domiciled, and other
states where it has nexus.


                                                                    F-28
                                               UTILIPOINT INTERNATIONAL, INC.
                                        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


As a result of operating losses incurred for tax purposes in 2007 (after July 23, 2007) and 2008, the Company has no current liability for federal
or state income taxes in those years (other than minimum state taxes due regardless of income).

A reconciliation of income tax expense using the statutory federal and state income tax rates is as follows for the years ended December 31:


                                                                                                                       2008               2007
Federal tax at statutory rates                                                                                    $     (114,071 )    $     38,692
State tax at statutory rates                                                                                             (20,130 )           6,828
Increase (decrease) in tax due to:
  S-corporation income taxable to shareholders                                                                                 -            (74,158 )
  Nondeductible expenses                                                                                                   6,988              8,869
  Change in deferred tax asset valuation allowance                                                                        35,531             63,113
  Effect of difference between statutory rates and
    graduated rates used to calculate deferred taxes                                                                      50,533                414
  Other                                                                                                                    5,334              1,979
Income tax expense (benefit)                                                                                      $      (35,815 )    $      45,737


Deferred income taxes reflect the tax consequences in future years for differences between the tax basis of assets and liabilities and their basis
for financial reporting purposes. Temporary differences giving rise to the deferred tax assets and liabilities relate in part to accrual-to-cash
adjustments, as the Company follows the accrual basis of accounting for financial reporting but the cash basis for tax purposes. Deferred tax
assets arise from net operating losses, and from temporary differences in depreciation and amortization and from equipment leases capitalized
on the financial statements but treated as operating leases for tax purposes. A deferred tax liability arises from the net income of a wholly
owned foreign corporation (Utilipoint s.r.o.), which becomes taxable in the United States upon repatriation of the funds. Deferred tax assets
and liabilities were calculated using the graduated rates anticipated in the years tax assets and liabilities are anticipated to reverse. The reversal
of timing differences requires significant estimation; accordingly, deferred tax assets and liabilities may reverse at tax rates significantly
different than anticipated.



As a result of net losses incurred and because the likelihood of being able to utilize these losses is not presently determinable, the Company has
recorded a valuation allowance to fully reserve its deferred tax asset. If in the future the Company were to determine that it would be able to
realize its deferred tax assets in excess of its net recorded amount, an adjustment would increase income in such period or, if such
determination were made in connection with an acquisition, an adjustment would be made in conjunction with the allocation of the purchase
price.

At December 31, 2008 and 2007 the significant components of the Company‘s deferred tax assets and liabilities were:

                                                                                                                       2008               2007
Deferred tax assets:
  Net operating loss carryforwards                                                                                $       12,012      $       4,632
  Accrual to cash adjustments                                                                                             53,980                  -
  Depreciation and amortization adjustments                                                                               29,360             48,938
  Leases not capitalized for tax purposes                                                                                  3,292              9,543
      Total deferred tax assets                                                                                           98,644             63,113
      Valuation allowance                                                                                                (98,644 )          (63,113 )
      Total deferred tax assets net of valuation allowance                                                        $            -      $           -


Deferred tax liabilities:
  Accrual to cash adjustments                                                                                     $             -     $     (42,440 )
  Wholly owned foreign corporation                                                                                         (1,057 )               -
      Total deferred tax liability                                                                                $        (1,057 )   $     (42,440 )
Deferred tax expense (benefit)                                                                               $      (41,383 )   $        42,440



In addition to the deferred tax expense (benefit), provision (benefit) for income taxes on the accompanying consolidated statements of
operations includes $5,568 and $3,297 in 2008 and 2007, respectively, of minimum state taxes due regardless of income.


                                                                     F-29
                                              UTILIPOINT INTERNATIONAL, INC.
                                       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




Availability to Offset Future Taxes
Deferred tax assets arising from net operating losses and accrual to cash adjustments are available to offset future taxes beginning with the first
year following their creation. Deferred tax assets arising from depreciation and amortization differences and leases not capitalized become
available in future years according to their respective amortization schedules.

Net Operating Loss Carryforwards
The Company has net operating loss carryforwards totaling $45,582 that may be used to offset against future taxable income, subject to change
in ownership limitations. If not used, the carryforwards will expire as follows:

                             2027                                 $           11,813
                             2028                                             33,769
                                                                  $           45,582


Tax Examinations
Since July 2007 when the Company became a C-corporation, there have been no examinations conducted by the Internal Revenue Service and
accordingly the C-corporation returns for years 2007 and 2008 remain open for examination. The S-corporation returns for 2006 and 2007 are
also open for examination.

7. 401(K) PLAN

The Company maintains a defined contribution retirement plan under Internal Revenue Code Section 401(k). Substantially all regular full time
employees are eligible to participate in the plan. The Company matches each eligible employee‘s salary reduction contribution up to a limit of
3%.

The matching contributions by the Company included in selling, general and administrative expenses were $27,560 and $40,128 for fiscal years
2008 and 2007, respectively.


8. STOCKHOLDERS’ DEFICIT

Stock Purchase and Reorganization - In July 2007, the Company entered into a reorganization and stock purchase agreement with KLI and
UTPI. The terms of the agreement are as follows:
                   UTPI purchased 21,523 shares of Class A convertible, voting Preferred Stock from the Company for $1,050,000.
                   The Company repurchased 21,523 shares of Common stock owned by current and former management shareholders for
        $967,031.
                   KLI issued notes payable totaling $378,357 to the same current and former management shareholders for the purchase
        of 8,421 shares of Common Stock.

Closing and other costs of $234,868 were incurred in connection with the stock purchase and reorganization. Of these costs, $2,900 is reflected
in selling, general and administrative expense in 2007. The balance of $231,968 is classified as stock issuance costs and reflected as a reduction
of additional paid-in capital.

Stock Issued and Outstanding - Utilipoint is authorized to issue 200,000 shares of no par stock of which 150,000 shall be Common Stock,
25,000 shall be Series A Convertible, Voting Preferred Stock and 25,000 shall be Series B Non-Voting Preferred Stock. Series A Preferred
Stock holders are entitled to cast the number of votes that such holder would be entitled to cast if such holder had converted its shares to
Common Stock. Series A Preferred Stock is convertible to Common Stock using a rate formula outlined below under Preferred Stock
Conversion Rights.

Shares issued and outstanding at December 31 were:

                                                    2008                  2007
Common Stock issued                                    47,061                45,311
Treasury shares held       (25,299 )          (23,615 )
Common Stock issued and
outstanding                21,762             21,696

Series A Preferred Stock   21,523             21,523
Series B Preferred Stock        -                  -




                                       F-30
                                              UTILIPOINT INTERNATIONAL, INC.
                                       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Stock Liquidation Preferences - If, upon a Liquidation Event, the holders of the Series A Preferred Stock have not then received distributions
equal to the Quarterly Dividends, Monthly Dividends and Balloon Dividend, the holders of all Series A Preferred Stock shall be entitled to be
paid, before any distribution or payment is made to the holders of Series B Preferred Stock or Common Stock, an aggregate amount in cash
equal to the Series A Liquidation Value of all Series A Preferred Stock on a pro-rata basis determined by the number of Series A Preferred
Stock held by a holder divided by the total number of shares of Series A Preferred Stock then outstanding. If, upon a Liquidation Event, the
holders of Series A Preferred Stock have not then received distributions equal to the Quarterly Dividends, Monthly Dividends and Balloon
Dividend, then, after payment of the Series A Liquidation Value, the holders of Series B Preferred Stock shall be entitled to be paid, before any
distribution is made to the holders of Common Stock, an aggregate amount in cash equal to the Series B Liquidation Value of all Series B
Preferred Stock on a pro-rata basis determined by the number of Series B Preferred Stock held by a holder divided by the total number of
shares of Series B Preferred Stock then outstanding. Thereafter, and in the event that the Quarterly Dividends, Monthly Dividends and Balloon
Dividend have been paid prior to the Liquidation Event, the holders of the Series A Preferred Stock and Series B Preferred Stock shall be
entitled to participate in the distribution of any assets of the Company as though all outstanding shares of Series A Preferred Stock were then
converted into shares of Common Stock, and as though each share of Series B Preferred Stock was equal to one share of Common Stock.

Preferred Stock Conversion Rights - The holder of shares of Series A Preferred Stock (the ―Stock‖) has the option, at any time, to convert any
or all such shares of the Stock into fully paid and non-assessable whole shares of Common Stock as is obtained by multiplying the number of
shares of the Stock so to be converted by the quotient, the numerator of which is the original purchase price for such share of the Stock and the
denominator of which is the Stock conversion price for such share of Stock as last adjusted and in effect at the date any share or shares of the
Stock are surrendered for conversion.

The Company will at all times reserve and keep available out of its authorized Common Stock or its treasury shares, such number of shares of
Common Stock as shall be issuable upon the conversion of all outstanding shares of Series A Preferred Stock.

Preferred Stock Dividends - Utilipoint is required to pay preferential cumulative dividends in cash to the holders of the Series A Preferred
Stock as follows:

     annual dividend equal to 13% of the original purchase price, payable quarterly on October 31st, January 31st, April 30th and July
      An
      31st of each year commencing on October 31, 2007 (the ―Quarterly Dividends‖). This equates to $34,125 per quarter.
    
      Commencing on January 31, 2010, and continuing on the last day of each month thereafter until July 23, 2010, a dividend equal to the
      monthly payment that would be payable on the Original Purchase Price based on a 24-month amortization schedule using a 13%
      annual interest rate (the ―Monthly Dividends‖). This equates to $49,919 per month.
    
      Upon the first to occur of the following: (i) a liquidation of the Company; (ii) a change in control of the Board of Directors of the
      Company; or (iii) the failure to convert the Series A Preferred Stock to Common Stock by July 23, 2010, a dividend equal to the
      Original Purchase Price less any portion of the Monthly Dividends that would be allocable to principal if the Monthly Dividends were
      treated as loan payments (the ―Balloon Dividend‖). This equates to an $812,382 Balloon Dividend.


Series A Preferred Stock dividends shall be cumulative so that, if the Company is unable to pay, or if the Board of Directors fails to declare
Series A Preferred Stock dividend for any period, such Series A Preferred Stock dividends nevertheless shall accrue and be payable in
subsequent periods. Any payment of Series A Preferred Stock dividends by the Company in any period shall first be applied to any accrued but
unpaid Series A Preferred Stock dividends for prior periods, in chronological order, and then to dividends due for that period. The Company
shall not pay any of the Series A Preferred Stock dividends if, in the opinion of the Board of Directors, the Company will not be able to meet its
debt obligations or growth initiatives.

Stated Series A Preferred Stock dividends of $136,500 and $34,125 were declared in 2008 and 2007, respectively. The Company is in a
negative retained earnings position and therefore the dividends were recorded as a reduction in the APIC Series A Preferred Stock. Of the 2008
dividends, $68,250 was declared but not paid. The 2007 declared dividend was paid.

The discount resulting from the increasing rate feature of the Series A Preferred Stock dividend represents an unstated dividend cost that is
being amortized over the three year period preceding payment of the Balloon Dividend using the effective interest method, by charging the
imputed dividend cost against APIC Series A Preferred Stock. The total stated dividends, whether or not declared, and unstated dividend cost
combined represents a period‘s total preferred stock dividend, which is deducted from net income (loss) to arrive at net loss available to
common shareholders.

Common Stock Dividends - The Company may make distributions on the Common Stock, provided that no distributions shall be declared or
paid with respect to the Common Stock without there being contemporaneously declared and paid a dividend on the Series A Preferred Stock
(with the same record and payment date), so that each holder of a share of Series A Preferred Stock shall receive a dividend equal to the
distribution paid per share of Common Stock, determined by the number of shares of Common Stock that such holder would be entitled to
receive if such Series A Preferred Stock was then converted into Common Stock, and without there being contemporaneously declared and
paid a dividend on the Series B Preferred Stock (with the same record and payment date).

There have been no common stock dividends declared as of December 31, 2008.




                                                                    F-31
                                              UTILIPOINT INTERNATIONAL, INC.
                                       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




Common Stock Put Options - In conjunction with the July 2007 stock purchase and reorganization, the Company issued a total of 5,988
Common Stock put options to two management stockholders. These agreements give the management stockholders the right and the option,
but not obligation, to sell all of their common shares to Utilipoint through December 31, 2009. The agreements define the purchase price of the
put based on original purchase price if calendar year 2007 EBITDA exceeds $520,000 or, if the management shareholder is still employed by
Utilipoint at December 31, 2008, based on the lesser of the original purchase price or fair market value (―FMV‖) as determined by an
independent valuation expert. If the shareholders exercise their options at different times, the FMV first determined will apply to both
shareholders.

The Common Stock put options were not exercisable at December 31, 2007 based on 2007 EBITDA. Both shareholders continued to be
employed by Utilipoint at December 31, 2008. Management estimates the FMV as of December 31, 2008 and 2007 to be the value of the most
recent per share purchase price; which is higher than the original purchase price. Due to the lack of quoted process and significant third-party
transactions, this estimate is subject to change should better inputs become available.

SFAS 157 established a three level fair value hierarchy to classify the inputs used in measuring fair value as follows:

         
           Level 1: Quoted prices for identical instruments in active markets.
         
           Level 2: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that
           are not active; and model-driven valuations whose inputs are observable or whose significant value drivers are observable.
         
           Level 3: Significant inputs to the valuation model are unobservable.

As of December 31, 2008 and 2007, the financial liability measured at fair value consisted of Common Stock put options. There are no quoted
prices for identical or similar instruments in markets that are active or not active and there is no model-driven valuation for the Common Stock
put options. The fair value is based on recent related party transactions which approximate the original purchase price and falls within the Level
3 hierarchy of Fair Value Measurements.

The Common Stock put options are reflected as a liability with a corresponding reduction to equity. The amount recorded at December 31,
2008 and 2007 was $269,000.

Earnings (Loss ) per Common Share - Basic earnings per share has been computed by dividing net income (loss) available to common
stockholders by the weighted average number of shares of common stock outstanding during each period. Shares issued during the period and
shares reacquired during the period are weighted for the portion of the period that they were outstanding. Diluted earnings per share considers
the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock.
Potentially dilutive securities for the Company include convertible preferred stock and written put options. The following table sets forth the
computation of basic and diluted loss per share for years ended December 31:


                                                                                      2008               2007
                             Net income (loss)                                    $    (299,689 )    $      68,063
                             Less stated preferred dividends                           (136,500 )          (34,125 )
                             Less preferred stock discount accretion                   (279,353 )         (116,232 )
                             Net (loss) applicable to common
                             stockholders                                         $    (715,542 )    $     (82,294 )

                             Shares used in net (loss) per share;
                                      basic and diluted                                  21,275             33,345

                             Net loss per share; basic and
                             diluted                                              $       (33.63 )   $        (2.47 )

Shares of convertible preferred stock issued July 23, 2007 which are convertible into 21,523 shares of common stock and written put options
issued July 23, 2007 for the purchase of 5,988 shares of common stock were not included in the computation of diluted net loss per share
because the inclusion of such shares would have an anti-dilutive effect on the net loss applicable to common stockholders.
F-32
                                               UTILIPOINT INTERNATIONAL, INC.
                                        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



9. COMMITMENTS AND CONTINGENCIES

Capital Leases - The Company is obligated under capital leases for computer equipment that expire on various dates through December 2011.
The minimum payments for the capital leases in effect at December 31, 2008 are as follows:

Year Ending December 31,
 2009                                                                                                                              $       18,767
 2010                                                                                                                                      12,448
 2011                                                                                                                                       5,412
                                                                                                                                           36,627
 Less amount representing interest                                                                                                          3,976
   Present value of minimum lease payments                                                                                         $       32,651


Short term portion                                                                                                                 $       16,242
Long term portion                                                                                                                          16,409
                                                                                                                                   $       32,651


Equipment recorded under capital leases was $52,439 and $36,315 as of December 31, 2008 and 2007, respectively. Accumulated
amortization of capital assets subject to capital leases amounted to $22,349 and $13,809 for fiscal years 2008 and 2007, respectively. Interest
on capital leases amounted to $2,677 and $1,947 for fiscal years 2008 and 2007, respectively. Amortization on equipment under capital leases
amounted to $15,210 and $9,639 for fiscal years 2008 and 2007, respectively.

Operating Leases – The Company leases buildings and equipment under various operating leases with lease terms ranging from one to three
years. The following is a schedule of the future minimum lease payments required under operating leases that have initial non-cancelable lease
terms in excess of one year:


                                                                                                                                Minimum Lease
Fiscal year ending December 31,                                                                                                   Commitments
2009                                                                                                                            $       62,057
2010                                                                                                                                     3,503
                                                                                                                                $       65,560


Rent expense for office space was $78,164 and $152,463 for fiscal years 2008 and 2007, respectively. The significant decrease in office space
rent from year 2007 to 2008 is attributed primarily to the closing and lease buyout of the Syracuse, New York office.

Stockholder Agreements - Effective with the July 23, 2007 reorganization, Utilipoint entered into stockholder agreements with its minority
stockholders, some of whom are key managers of the Company. These agreements provide Utilipoint the first right to purchase each
stockholder‘s shares in the event of a bona fide offer from any persons to purchase shares from the stockholder. The Company has the right to
purchase such shares on the same terms and conditions set forth in any such purchase agreement within sixty days following the Company‘s
receipt of the notice to purchase.

The agreements contain restrictions on transfer of stock to third parties and clauses on the Company‘s right to repurchase terminated
shareholders shares for a price equal to the net book value of the shares at the time of termination of employment.

Employment Agreements - Utilipoint has employment agreements with two key management shareholders which grant right of first refusal to
management shareholders under special circumstances which are delineated as follows:

If there is a proposed sale or liquidation of 100% of Utilipoint prior to the end of the Initial Term (July 23, 2009), then no less than thirty (30)
days prior to the consummation of such sale or liquidation, Utilipoint shall give, or shall cause its shareholders to give, the management
shareholders, jointly, a right of first refusal for the purchase of Utilipoint for the same consideration as such proposed sale or liquidation. The
management shareholders shall have the right to purchase 100% of Utilipoint in the percentages agreed among the management shareholders at
the same price and on the same terms set forth in such notice. The management shareholders shall provide Utilipoint with notice of their intent
to exercise the right of first refusal within twenty five (25) days of receiving notice of such proposed sale or liquidation and shall consummate
such purchase within thirty (30) days thereafter.

Litigation - Utilipoint, in the normal course of business, may be subject to claims and litigation. Management is not aware of any outstanding
claims or assessments against the Company that are estimable and likely.




                                                                      F-33
                                             UTILIPOINT INTERNATIONAL, INC.
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


10. CONCENTRATION RISKS

Credit Concentration - Utilipoint‘s demand deposits are placed with major financial institutions. Management believes the Company is not
exposed to undue credit risk for any demand deposits that may, from time to time, exceed the federally insured limits.

Financing Concentration - Utilipoint’s capitalization has been provided by founders, management employees, KLI and UTPI.

Revenue and Accounts Receivable Concentration – In 2008, seven clients individually represented from approximately 5% to 10% each of
revenue. In 2007, six clients represented from approximately 5% to 14% each of revenue. Cumulatively, these clients comprised
approximately 51% of revenue for both years ended December 31, 2008 and 2007. Five clients each represented 5% or higher and cumulatively
59% of net accounts receivable at December 31, 2008. Six clients each represented 5% or higher and cumulatively 60% of net accounts
receivable at December 31, 2007. Accounts receivable associated with revenue concentration clients were 100% collected. Revenue and
accounts receivable of the Company‘s subsidiary in the Czech Republic are de minimus.

11.   RELATED PARTY TRANSACTIONS

Management Fees - Management fees to KLI of $25,000 per quarter are payable in advance on the 15th day of the 1st month of the quarter;
January 15th, April 15th, July 15th and October 15th. Management fees paid were $50,000 and $25,000 for fiscal years 2008 and 2007,
respectively.

Preferred Stock Dividends - Commencing October 31, 2007, stated dividends on preferred stock of $34,125 per quarter are payable to UTPI
on January 31st, April 30th, July 31st and October 31st . If Utilipoint does not have sufficient cash, KLI advances the funds to UTPI on behalf
of the Company. The dividend amount increases and is paid monthly commencing on January 31, 2010 with a final Balloon Dividend on July
23, 2010. See also Note 8 – Stockholders‘ Deficit – Preferred Stock Dividends.

Revenues - Revenues from KLI were $10,264 and $14,978 in 2008 and 2007, respectively.

Legal and Consulting Expense - A member of the Board of Directors and a law firm which employs a relative of the Board member were
reimbursed for fees in conjunction with operational support during 2008. Expenses for the Board member and the law firm were $52,500 and
$10,864, respectively, of which $25,000 was paid with common stock issued to the Board member.

12.   STOCK-BASED COMPENSATION

Utilipoint awarded stock-based compensation in 2007 to an employee per terms of their employment agreement in the amount of 1,263 shares
with a fair value of $56,747. The shares vested immediately in July 2007 when the Company entered into the reorganization and stock purchase
agreement with KLI and UTPI (see Note 8). The fair value assigned to the shares was based on the purchase price of common shares at the
point of the Company‘s July 2007 reorganization. There was no stock-based compensation in 2008. The Company granted no stock options
through December 31, 2008.

13.   SUBSEQUENT EVENTS

Merger Agreement – On August 10, 2009, Utilipoint signed an Agreement and Plan of Merger (the ―Agreement‖) with Utilipoint Acquisition
Co. (the ―Acquirer‖), a wholly owned subsidiary of Midas Medici Group Holdings, Inc. (―Midas‖), a reporting company under the Securities
Exchange Act of 1934, as amended. The executive management of Midas are key personnel of KLI. Per the Agreement, Utilipoint will be
acquired and merged with the Acquirer, with Utilipoint remaining as the surviving company. The transaction will be a share exchange
whereby Utilipoint shareholders will exchange their shares for shares of the Acquirer (―Acquisition Shares‖). The conversion of Utilipoint
shares will be as follows per the Agreement:

Conversion of Utilipoint Shares - As agreed between Midas, the Acquirer and Utilipoint, the net equity value of Utilipoint is $6,977,417. As
further agreed between Midas, the Acquirer and Utilipoint, each share of Midas Common Stock is deemed to be valued at $4.75 per share. As a
result of the foregoing, an aggregate of 1,348,516 Acquisition Shares shall be issued in exchange for the 42,191 Utilipoint shares, equaling an
exchange ratio of 32 to 1 (the ―Exchange Ratio‖).

Existing options to purchase Utilipoint shares under the 2009 Utilipoint stock option program will be exchanged for options to purchase
Acquisition Shares at the Exchange Ratio.
Utilipoint believes that it will have access to additional capital resources which the Acquirer has recently raised, as well as, in combination with
the management of the Acquirer, will be positioned to undertake an Initial Public Offering of shares based on the firm commitment
underwriting engagement letter that the Acquirer has disclosed to Utilipoint.

Capital Commitment Agreement with The Intelligent Project, LLC - On July 1, 2009 the Company entered into a transaction with The
Intelligent Project, LLC (―IP‖), a KLI portfolio company, and KLI. IP is a research and advisory services firm focused on assisting utilities
with the challenge of advancing and solving customer dimension complexities of the Smart Grid. IP partners with leading academic researchers
at Purdue University in the U.S. and Maastricht University in the Netherlands to drive primary research around consumer response to smart
grid enabled energy management. IP also tracks consumer trends around the globe to deliver best practices surrounding consumer behavior and
customer engagement to utility leadership.



                                                                       F-34
                                               UTILIPOINT INTERNATIONAL, INC.
                                        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Components of the transaction are as follows:

     1) The Company entered into a capital commitment agreement with IP for an amount of up to $200,000. IP will be able to make capital
        requests on the capital commitment agreement for initial financing. The Company will receive a 60% interest in IP in exchange for
        the capital contribution agreement.
     2) The existing members of IP will provide services to Utilipoint in exchange for options to purchase an aggregate of 1,400 shares of the
        common stock of the Company that are fully-vested on the date of grant and that have a strike price equal to the fair market value of
        the Company‘s common stock on the date of grant. The stock options for the individuals will be granted pursuant to the equity
        compensation plan that was adopted by the Company effective as of May 1, 2009. All of the stock options will have a term of five
        years and a cashless exercise option.
     3) The Company will provide certain management services to IP in exchange for reasonable compensation.
     4) KLI will agree to purchase up to $100,000 of the common stock of the Company at a per share purchase price of $50.00 per share and
        will agree to lend up to $100,000 pursuant to a Revolving Senior Subordinated Debenture.

The above components are further delineated in the agreements which the Company entered into in conjunction with the transaction. These
agreements with IP and KLI include the following:

Utilipoint – IP Agreements - The IP Agreement provides that Net Cash Flow will be distributed as follows: first, contributed capital will be
returned to the members on a pro-rata basis (based on the amount of capital contributed), and, thereafter, Net Cash Flow will be distributed to
the members on a percentage ownership basis. Utilipoint‘s percentage ownership immediately after the execution of the agreement by
Utilipoint will be 60%.

The Capital Commitment Agreement provides that Utilipoint will make capital contributions to IP of up to $200,000.

The Management Services Agreement provides that Utilipoint will provide management services to IP and provide consultants to assist IP with
IP projects. Management services will be charged to IP based on the actual expenses incurred by Utilipoint, and consultants will be charged at
the same rate that Utilipoint charges to subcontract its consultants to third parties. Utilipoint will also pay all salaries and benefits for certain
employees of IP who will also provide services to Utilipoint, which will initially include two employee owners of IP.

The Consulting Agreement provides that KLI IP Holding Inc. will provide consulting services to Utilipoint in connection with the joint
business and marketing efforts of Utilipoint and IP. In exchange for its services KLI IP Holding Inc. will receive Utilipoint stock options.

The Stock Options Agreement provides that in consideration of the services being provided to Utilipoint by IP and KLI IP Holding Inc.,
Utilipoint shall issue stock options in such amounts as set forth below. The stock options will be fully-vested upon issuance and will have an
exercise price equal to the fair market value of Utilipoint common stock on the grant date ($50). The stock options will have a term of five
years and a cashless exercise option.

          a.             KLI IP Holding Inc. – options to purchase 850 shares
          b.             IP management shareholders – options to purchase 550 shares

Utilipoint – KLI Agreements - The Subscription Agreement provides that KLI will purchase up to 2,000 shares of Utilipoint common stock at
a per share purchase price of $50 per share for an aggregate consideration of up to $100,000. KLI, or its affiliates or assigns, shall have a
period of up to two months from the execution of the Subscription Agreement to make such purchases.

The Revolving Senior Subordinated Debenture provides that KLI may loan up to $100,000 to Utilipoint. The debenture has a term of five
years and pays interest at a rate of 10% per annum.

Continued Support from Shareholders – On January 15, 2009 management shareholders and KLI provided a combined $50,000 to meet
working capital needs via purchase of common stock of $25,000 and notes payable of $25,000 at 10% due January 15, 2014.


                                                                        F-35
                                             UTILIPOINT INTERNATIONAL, INC.
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


2009 Stock Investment Plan – On April 23, 2009 the Company‘s 2009 Stock Investment Plan (the ―Plan‖) was put into effect. Under the Plan
terms, eligible participants include directors, officers, key employees and consultants as selected by the Company‘s compensation committee
(the ―Committee‖). Awards under the Plan may be in the form of stock options or incentive stock options for purchase of shares of the
Company‘s Common Stock at an exercise price equal to 100% of the estimated fair market value of a share of Common Stock on the date
option is granted. Vesting terms are at the discretion of the Committee but in no case may the exercise period of time exceed ten years. The
maximum amount of Common Stock which may be issued under the Plan is 12,000 shares.

Cancellation of Common Stock Put Options – On July 26, 2009 per renewal terms of one executive‘s employment agreement and on August
1, 2009 per terms of the separation agreement of a different executive, all common stock put options were cancelled. See also Debt Maturity
Extension below.

Debt Maturity Extension - On August 1, 2009 per terms of a separation agreement (see also Cancellation of Common Stock Put Options
above), the former Company executive who holds the $16,000 note payable due September 23, 2009 agreed to an extension of terms in the
amount of two installments of $2,000 and $14,000 due December 31, 2009 and January 30, 2010, respectively. The same former Company
executive also agreed to a payment date of September 30, 2009 for the unpaid portion, $3,722 of the $9,722 note due June 2, 2009 of which
$6,000 had been paid on June 2, 2009.



                                                                    F-36
                                               UTILIPOINT INTERNATIONAL, INC.
                                           CONDENSED CONSOLIDATED BALANCE SHEETS




                                                                                                           June 30, 2009   December 31,
                                                                                                            (Unaudited)        2008
Assets
 Current Assets
    Cash and cash equivalents                                                                              $       2,177   $    144,546
    Accounts receivable, net                                                                                     622,835        552,517
    Prepaid expenses and other current assets                                                                     23,257         42,593
             Total Current Assets                                                                                648,269        739,656

    Property and Equipment, net                                                                                   27,943         34,266
    Other Assets                                                                                                   2,951          2,953
             Total Assets                                                                                  $     679,163   $    776,875


Liabilities and Stockholders' Deficit
    Liabilities
       Current Liabilities
          Accounts payable and accrued expenses                                                            $     513,981   $    525,461
          Bank overdrafts                                                                                          8,093              -
          Line of credit                                                                                          83,473        216,590
          Deferred revenue                                                                                       186,335        154,011
          Short-term notes payable                                                                                21,000              -
          Current portion of long-term debt                                                                      504,418         60,792
          Capital lease obligations - current portion                                                             14,692         16,242
          Preferred Stock dividends payable - stated                                                             136,500         68,250
          Preferred Stock dividends payable - accretion of accelerated
            dividends and $812,382 balloon dividend                                                              568,317         395,585
          Management fees payable                                                                                100,000          50,000
          Deferred tax liability                                                                                   1,057           1,057
          Common stock put options                                                                               269,000         269,000
          Other current liabilities                                                                                9,341           4,242
              Total Current Liabilities                                                                        2,416,207       1,761,230

    Long-term debt, less current portion                                                                          87,500         514,606
    Capital lease obligations, less current portion                                                               11,242          16,409
             Total non-current Liabilities                                                                        98,742         531,015
             Total Liabilities                                                                                 2,514,949       2,292,245

    Stockholders' Deficit
       Series A Preferred stock with voting rights,
         cumulative and convertible, $0.00 par value,
         25,000 shares authorized; issued and outstanding:
         21,523 shares at June 30, 2009 and December 31, 2008                                                          -               -
          liquidation preference of $1,186,500 and $1,118,250 at June 30, 2009 and December 31, 2008,
respectively
       Series B preferred stock, no voting rights, $0.00 par value,
         25,000 shares authorized; -0- shares issued                                                                   -               -
       Common stock, $0.00 par value, 150,000 shares authorized;
         47,561 and 47,061 issued at June 30, 2009 and December 31, 2008,
         respectively; 22,262 and 21,762 shares issued and outstanding at
         June 30, 2009 and December 31, 2008, respectively                                                             -               -
       Capital in excess of par value, net of $231,968 of issuance costs
         and accretion of increasing rate Series A preferred stock dividends of $568,317 and $395,585 at         327,207        543,189
  June 30, 2009 and December 31, 2008, respectively
Treasury stock at cost, 25,299 common shares held at June 30, 2009 and                                   (974,015 )        (974,015 )
  December 31, 2008
  Common stock put options                                                                            (269,000 )            (269,000 )
  Accumulated other comprehensive income (loss)                                                         13,363                (2,762 )
  Accumulated deficit                                                                                 (933,341 )            (812,782 )
        Total Stockholders' Deficit                                                                 (1,835,786 )          (1,515,370 )
        Total liabilities and stockholders' deficit                                             $      679,163        $      776,875




                       See accompanying notes to unaudited condensed consolidated financial statements



                                                            F-37
                                            UTILIPOINT INTERNATIONAL, INC.
                                  CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                                     (UNAUDITED)

                                                                         Three Months Ended June
                                                                                    30,                       Six Months Ended June 30,
                                                                           2009           2008                    2009          2008
Net revenues                                                            $    934,016 $     831,496           $ 1,729,558 $ 1,771,054
Cost of services                                                             520,098       418,817                 930,558       885,425
                Gross margin                                                 413,917       412,679                 799,000       885,629

Operating expenses:
      Selling, general and administrative                                   386 , 9 65          442,484           815,007         794,993
      Depreciation and amortization                                             4,536             4,163             9,414           7,743
      Management fees                                                         25,000             25,000            50,000          50,000
                Total operating expenses                                     416,501            471,647           874,421         852,736
                Operating income (loss)                                       ( 2,583 )         (58,968 )         (75,421 )        32,893

Other income (expense):
       Interest income                                                               -                 -                1                -
       Interest expense                                                       ( 20,035 )         (14,693 )        (43,064 )        (29,445 )
         Total other income (expense)                                         ( 20,035 )         (14,693 )        (43,063 )        (29,445 )
       Income (loss) before income taxes                                      ( 22,619 )         (73,661 )       (118,484 )          3,448

Provision for income taxes                                                         159             1,537            2,077           12,517
Net loss                                                                      ( 22,777 )         (75,198 )       (120,561 )         (9,069 )

Preferred stock dividends and dividend accretion:
       Preferred stock stated dividends                                         (34,125 )        (34,125 )        (68,250 )        (68,250 )
       Preferred stock dividend accretion                                      ( 89,353 )        (67,137 )       (172,732 )       (129,375 )
Net loss applicable to common stockholders                              $    ( 146,255 )    $   (176,460 )   $   (361,543 )   $   (206,694 )


Net loss per share applicable to common
    stockholders - basic and diluted                                    $        ( 6.57 )   $      (8.13 )   $     (16.27 )   $      (9.53 )


Weighted average common shares
   outstanding - basic and diluted                                              22,262            21,696           22,223           21,696



                               See accompanying notes to unaudited condensed consolidated financial statements


                                                                    F-38
                                UTILIPOINT INTERNATIONAL, INC.
   CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT AND COMPREHENSIVE INCOME (LOSS)
                                         (UNAUDITED)


                         Series A Preferred
                                Stock                     Common Stock                   Treasury Stock
                                                                                     Shares of
                        Shares,      Additional        Shares,      Additional       Common      Additional       Common               Other
                       $0.00 par      Paid-in         $0.00 par      Paid-in         Stock in      Paid-in        Stock Put       Compre-hensive       Accumulated                       Comprehensive
                         value        Capital           value        Capital         Treasury      Capital         Options         Income (Loss)          Deficit         Total          Income (Loss)

Balance at January
1, 2008                   21,523 $       735,637         45,311 $       135,905        (23,615 ) $   (974,015 ) $   (269,000 ) $                   - $     (513,093 ) $    (884,566 )

Net loss                       -                  -           -               -               -               -               -                    -       (299,689 )      (299,689 ) $        (299,689 )
Issuance of shares             -                  -       1,250          62,500               -               -               -                    -              -          62,500                   -
Issuance of shares
for
   professional
services                       -                  -         500          25,000              -                -               -                    -                 -       25,000                      -
Purchase of shares             -                  -           -               -         (1,684 )              -               -                    -                 -            -                      -
Stated dividends on
   preferred stock             -        (136,500 )            -                  -            -               -               -                    -                 -     (136,500 )                    -
Accretion of
  accelerated and
   balloon dividends
on
   preferred stock             -        (279,353 )            -                  -            -               -               -                    -                 -     (279,353 )                    -
Foreign currency
   translation
  adjustments                  -                  -           -                  -            -               -               -             (2,762 )                 -        (2,762 )           (2,762 )
Balance at
December 31,
2008                      21,523         319,784         47,061         223,405        (25,299 )     (974,015 )     (269,000 )              (2,762 )       (812,782 )     (1,515,370 ) $       (302,451 )


Net loss                       -                  -           -               -               -               -               -                    -       (120,561 )      (120,561 ) $        (120,561 )
Issuance of shares             -                  -         500          25,000               -               -               -                    -              -          25,000                   -
Stated dividends on
    preferred stock            -         (68,250 )            -                  -            -               -               -                    -                 -       (68,250 )                   -
Accretion of
  accelerated and
   balloon dividends
on
   preferred stock             -        (172,732 )            -                  -            -               -               -                    -                 -     (172,732 )                    -
Foreign currency
   translation
  adjustments                  -                  -           -                  -            -               -               -            16,124                 -          16,124              16,124
Other                          -                  -           -                  -            -               -               -                 1                 2               3                   -
Balance at June 30,
2009                      21,523 $        78,802         47,561 $       248,405        (25,299 ) $   (974,015 ) $   (269,000 ) $           13,363 $        (933,341 ) $   (1,835,786 ) $       (104,437 )




                                            See accompanying notes to unaudited condensed consolidated financial statements


                                                                                                     F-39
                                             UTILIPOINT INTERNATIONAL, INC.
                                   CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                      (UNAUDITED)


                                                                                                                     Six Months
                                                                                                                   Ended June 30,
                                                                                                                 2009           2008
OPERATING ACTIVITIES
    Net loss                                                                                              $      (120,561 )   $     (9,069 )
    Adjustments to reconcile net loss to net cash used in operating activities:
      Depreciation and amortization                                                                                 9,414            7,743
      Provision for uncollectible accounts                                                                              -            3,425
      Deferred taxes                                                                                                    -           10,781
      Changes in operating assets and liabilities:
         Accounts receivable                                                                                      (70,318 )         20,403
         Prepaid expenses and other current assets                                                                 19,337           77,241
         Accounts payable and accrued expenses                                                                    (11,481 )        (26,424 )
         Deferred revenue                                                                                          32,324         (159,413 )
         Management fees payable                                                                                   50,000                -
         Other                                                                                                     25,429            4,085
      Total adjustments                                                                                            54,705          (62,159 )
Net cash used in operating activities                                                                             (65,856 )        (71,228 )

INVESTING ACTIVITIES
   Additions to property and equipment                                                                             (1,243 )         (2,411 )

FINANCING ACTIVITIES
    Net borrowings (payments) on line of credit                                                                  (133,353 )       221,958
    Change in bank overdrafts                                                                                       8,093         (71,407 )
    Principal payments on capital lease obligations                                                                (8,600 )        (6,575 )
    Principal payments on notes payable                                                                           (47,980 )        (2,087 )
    Proceeds from notes payable                                                                                    85,500               -
    Proceeds from issuance of common stock                                                                         25,000               -
    Distribution/dividend to preferred stockholders                                                                     -         (68,250 )
Net cash provided by (used in) financing activities                                                               (71,340 )        73,639

Net decrease in cash                                                                                             (138,439 )               -
Effect of exchange rate changes on cash                                                                            (3,930 )               -
Cash and cash equivalents beginning of period                                                                     144,546                 -
Cash and cash equivalents end of period                                                                   $         2,177     $           -


Supplemental disclosure of cash flow information:
    Cash paid during the period for:
        Interest                                                                                          $        37,771     $     29,445
        Taxes                                                                                             $         2,077     $      1,736

Supplemental disclosure of non-cash financing and investing activities:
    Property and equipment acquired under capital leases                                                  $         1,884     $      8,680




                               See accompanying notes to unaudited condensed consolidated financial statements


                                                                       F-40
                                           UTILIPOINT INTERNATIONAL, INC.
                               NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                                    (UNAUDITED)


1. DESCRIPTION OF BUSINESS

Utilipoint International, Inc., together with its subsidiaries ("Utilipoint" or the "Company"), is a utility and energy consulting, and issues
analysis firm. The Company offers public issues and regulatory management, advanced metering infrastructure and meter data management,
rates and demand response, utility energy and technology, trading and risk management, and energy investment services. It provides its
services to energy companies, utilities, investors, regulators, and industry service providers primarily in North America and Europe.

The Company was founded as Reddy Corporation International in 1933 and in 1998 was acquired by Scientech LLC. The name was changed
to Utilipoint International, Inc. in 2002 in conjunction with a management buyout. In July 2007 the Company reorganized and received equity
funding from Knox Lawrence International, LLC (―KLI‖) and UTP International, LLC (―UTPI‖), a KLI company, which together now hold a
controlling interest in Utilipoint. The Company is based in Albuquerque, New Mexico. Utilipoint established a wholly owned subsidiary,
Utilipoint, s.r.o., in the Czech Republic on October 3, 2008.

2. LIQUIDITY

The Company has incurred cumulative losses through June 30, 2009 totaling $933,341. Also, the Company ended the period June 30, 2009
with negative working capital of $1,767,938. The Company has funded its operations since inception through the use of cash obtained
principally from stockholders and third party financings. The Company is in the process of improving operational results and raising external
financing to provide working capital which will enable it to operate profitably and to solve its liquidity constraints on a go-forward basis in a
sustainable manner. Management actions and plans for improving operational results and liquidity include the following:

Increased Staff Utilization – The Company has begun implementing definitive plans to increase staff utilization which management believes
will improve margins.

Increased Business Development and Executive Leadership Resources – In July 2009, with the Capital Contribution Agreement with The
Intelligent Project, LLC (refer to Note 13, Subsequent Events – Capital Contribution Agreement with The Intelligent Project, LLC), two
veteran executives joined the Company. The addition of these individuals significantly increased the Company‘s resources in business
development and executive leadership. With the pending merger (refer to Note 13, Subsequent Events – Merger Discussions), two seasoned
executives of the acquiring entity are expected to contribute to the business development efforts of the Company via their extensive
relationships and contacts in the energy industry. Management believes this addition of executive talent will significantly increase its revenues
and profits while optimizing how it manages its operations.

Continued Support from a Significant Shareholder – The Company has historically received financial support from KLI for working capital.
Over the eighteen months ended June 30, 2009 KLI provided financial support in the form of a $62,500 note payable and $62,500 stock
purchase, deferred $100,000 in management fees (see also Note 11), and deferred $136,500 in dividends which it paid on behalf of the
Company to UTPI. KLI is committed to continue to provide support when needed on a going – forward basis.

Deferring of Insider Obligations – The Company has on its books, as of June 30, 2009, current debt obligations due to insiders of
approximately $500,000. The Company believes that its insiders are going to continue deferring their obligations until the Company generates
internal cash flows or procures outside financing.

Management believes it will be successful in completing the foregoing actions which will enable the Company to run its business in a
sustainable manner through December 31, 2009 and beyond and will result in increased revenues, profits and cash flow.

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation - The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted
accounting principles ("GAAP"). All material intercompany accounts and transactions have been eliminated.

The accompanying unaudited condensed consolidated financial statements reflect all adjustments which in the opinion of management are
considered necessary for a fair presentation of financial position, results of operations and cash flows for the interim periods.
F-41
                                            UTILIPOINT INTERNATIONAL, INC.
                                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                                     (UNAUDITED)


Fair Value of Financial Instruments - The carrying amounts of the Company‘s financial instruments, which include cash and cash
equivalents, accounts receivable, prepaid expenses and other current assets, accounts payable, bank overdrafts, other current liabilities, line of
credit and debt approximate their fair values due to their short maturities and variable interest rate on the line of credit and fixed rates which
approximate market on significant notes payable. Based on borrowing rates currently available to the Company for loans with similar terms,
the carrying value of capital lease obligations approximates fair value. The fair value of put options is discussed in Note 8.

Revenue Recognition - Utilipoint‘s primary revenue streams and the basis on which revenue is recognized for each are as follows:

Fixed-Price Contracts

Fixed price contracts are projects where services are provided at an agreed to price for defined deliverables. On occasion, clients with fixed
price contracts will require an accounting of all hours worked on a project at an agreed to hourly rate to accompany an invoice.

Utilipoint recognizes revenue when a deliverable is provided except in the case where the client requires time reporting accompanies an
invoice. In that case, Utilipoint recognizes revenue up to the amount the time records support, in that clients requiring time reporting with
hourly rates on fixed price contracts typically can only ask for refunds on fixed price projects up to the amount as if the contract had been time
and materials. With acceptance of the final deliverable, all revenue is recognized.

Bundled Service Agreements (―BSAs‖)

BSAs are packages of services that clients subscribe to, typically on an annual contract basis. The services typically include a combination of
the following:

•       Access to subject matter experts as needed, by telephone

•       Discounted fees for Utilipoint events

•       Advertising space on the IssueAlert® e-publication

•       One to three reports and/or whitepapers on industry topics

•       Briefings on industry trends and research findings

BSAs also include annual memberships in the Advanced Metering Infrastructure and Meter Data Management (―AMI MDM‖) forum and
corporate contracts. The AMI MDM forum is designed for electric, water, and/or gas utilities, regulators, utility governing boards, independent
system operators and consumer advocacy groups to come together and discuss meter data management successes, problems, issues, interfaces
and best practices. Corporate contracts are characterized by an annual contract for a pre-defined amount of market research hours. Clients of
this service receive access to Utilipoint‘s directory and InfoGrid products. The primary service is the block of hours purchased.

Utilipoint believes that the substance of BSA‘s, as pointed out in a recent survey of its clients, indicates that the purchaser pays for a service
that is delivered over time. As a result, revenue recognition occurs over the subscription period, or in the case of corporate contracts as the
hours are utilized, reflecting the pattern of provision of service.

Time and Materials Contracts (―T&M‖)

T&M are services billed at a set hourly rate. Project related expenses are passed through at cost to clients. Normally invoices occur on
monthly basis. Utilipoint recognizes revenue as billed unless the project has a major deliverable(s) associated with it, in which case the revenue
is deferred until the major deliverable(s) is provided.



                                                                        F-42
                                            UTILIPOINT INTERNATIONAL, INC.
                                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                                     (UNAUDITED)

Events and Sponsorships

Utilipoint hosts events such as conferences. These events include revenues from sponsorships and registration fees which are recognized in the
month of the event. Revenues from sponsors of the AMI MDM forum are recognized over the annual subscription period, reflecting the pattern
of provision of service.

Property and Equipment - Property and equipment is carried at cost, less accumulated depreciation and amortization. Depreciation and
amortization is calculated using the straight-line method over the useful lives that typically range from three to ten years. Equipment under
capital leases is amortized over the lease term which is typically three years and is removed from the Company‘s accounting records upon lease
termination.

Foreign Currency Translation and Transactions - The U.S. dollar is the reporting currency for all periods presented. The financial
information for the entity outside the United States is measured using the local currency as the functional currency. Assets and liabilities for the
Company‘s foreign entity are translated into U.S. dollars at the exchange rate in effect on the respective balance sheet dates, and revenues and
expenses are translated into U.S. dollars based on the average rate of exchange for the corresponding period. Exchange rate differences
resulting from translation adjustments are accounted for as a component of accumulated other comprehensive income. Gains and (losses) from
foreign currency transactions are reflected in the consolidated statements of operations under the line item selling, general and administrative
expense, and was $(2,783) and $0 for the three months ended June 30, 2009 and 2008, respectively $(4,029) and $(5,113) for the six months
ended June 30, 2009 and 2008, respectively. Such foreign currency transactions include primarily billings denominated in foreign currencies by
the Company‘s U.S. entity, which are reported based on the applicable exchange rate in effect on the balance sheet date. The related deferred
revenue from such billings is reported in U.S. dollars at the exchange rate in effect at the billing dates when the revenue was deferred.

Comprehensive Income (Loss) - Comprehensive income (loss) consists of net loss or gains on foreign currency translations and net income or
loss from operations and is presented in the consolidated statements of stockholders‘ deficit. This includes charges and credits to equity that are
not the result of transactions with stockholders. Included in other comprehensive income (loss) are the cumulative translation adjustments
related to the net assets of the operations of the Company‘s foreign subsidiary. These adjustments are accumulated within the consolidated
statements of stockholders‘ deficit under the caption ―Other Comprehensive Loss.‖ Other comprehensive income (loss) was $13,074 and $0 for
the three months ended June 30, 2009 and 2008, respectively and $16,124 and $0 for the six months ended June 30, 2009 and 2008,
respectively.

Stock-Based Compensation - Effective January 1, 2006, the Company adopted the fair value recognition provisions of SFAS No. 123(R),
Share-Based Payment, using the modified prospective transition method. Under the transition method, compensation expense that the Company
recognizes includes expense associated with the fair value of share based awards granted.

Allowance for Doubtful Accounts - Reserves for bad debt are based on evaluation of customers‘ ability to meet their financial obligations to
the Company. When evaluation indicates that the ability to pay is impaired, a specific allowance against amounts due is recorded thereby
reducing the net recognized receivable to the amount the Company reasonably believes will be collected. When management determines that
receivables are not collectible, the gross receivable is written off against the reserve for bad debt.

Income Taxes - The current or deferred tax consequences of all events that have been recognized in the financial statements are measured
based on provisions of enacted tax law to determine the amount of taxes payable or refundable in future periods. Effective with the July 2007
reorganization, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between
financial statement carrying amounts of existing assets and liabilities, and their respective tax basis. Deferred tax assets and liabilities are
measured using enacted tax rates for the years in which those temporary differences are expected to be recovered or settled. The effect of a
change in tax rates on deferred tax assets and liabilities is recognized into income during the period that includes the enactment date. A
valuation allowance is established to reduce deferred tax assets if it is more likely than not that all, or some portion of, such deferred tax assets
will not be realized. The company accounts for uncertain tax positions in accordance with Financial Accounting Standards Board (―FASB‖)
Interpretation No. 48, Accounting for Uncertainty in Income Taxes — an Interpretation of FASB Statement No. 109, (―FIN 48‖). FIN 48
prescribes a recognition threshold and measurement attribute for financial statement recognition and measurement of a tax position taken or
expected to be taken in a tax return. The Company does not believe it has any material unrecognized income tax positions.

Prior to reorganization in July 2007, Utilipoint was an S corporation. Under this election, the Company‘s taxable income flowed through to the
stockholders and was not the responsibility of the Company. Upon reorganization, Utilipoint became a C corporation and is responsible for its
own income taxes.

The Company is a cash basis taxpayer.
F-43
                                           UTILIPOINT INTERNATIONAL, INC.
                               NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                                    (UNAUDITED)


Cost of Services - Cost of services represents direct job costs plus direct labor and related benefits and payroll taxes. The Company allocates
employee labor between direct and indirect based upon a factor of billable employee payroll dollars multiplied by an estimated labor utilization
rate of 80%. As such, payroll dollars are categorized as cost of services and selling, general and administrative expense.

Segment Reporting - Operating segments are defined as components of an enterprise for which separate financial information is available and
evaluated regularly by the chief operating decision maker, or decision making group, in deciding the method to allocate resources and assess
performance. The Company currently has one reportable segment for financial reporting purposes, which represents the Company's core
business as a utility and energy consulting, and issues analysis firm. The Company does not report revenue by product or service or groups of
products or services because it is impracticable to do so.

Use of Estimates - The preparation of financial statements in conformity with accounting principlas generally accepted in the United
States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of
contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates. Significant estimates include: allowances for doubtful accounts, fair value of common
stock put options, certain revenue recognition methodologies related to contract deliverables, valuation allowances for deferred tax assets, rates
at which deferred tax assets and liabilities are expected to be recorded or settled, accruals for paid time off and the estimated labor utilization
rate used to determine cost of services.

Recently Issued Accounting Standards – In September 2006, the FASB issued Statement of Financial Account Standards No. 157, Fair Value
Measurements (―SFAS 157‖). SFAS 157 defines fair value, establishes a framework for measuring fair value in accordance with accounting
principles generally accepted in the United States and expands disclosures about fair value measurements. The Company adopted SFAS 157
during the first quarter of 2008 and the implementation did not have a material impact on our financial condition, results of operations, or cash
flows. The Company has deferred the adoption of SFAS 157 until fiscal year beginning January 1, 2009 with respect to non-financial assets and
liabilities in accordance with the provisions of FASB Staff Position (‗FSP‖) No. 157-2, Effective Date of FASB Statement No. 157 (―FSP FAS
157-2‖) effective February 2008. Such non-financial assets and liabilities include goodwill, and intangible assets with indefinite lives. The
adoption of FSP FAS 157-2 is not expected to have a material impact on the Company's consolidated financial statements.

In February 2007, the FASB issued Statement of Financial Account Standards No. 159, The Fair Value Option for Financial Assets and
Financial Liabilities – Including an amendment of FASB Statement No. 115 (―SFAS 159‖). SFAS No. 159 permits entities to measure eligible
assets and liabilities at fair value as of specified dates. Subsequent unrealized gains and losses on items for which the fair value option has
been elected are reported in earnings. The objective of SFAS 159 is to improve financial reporting by providing entities with the opportunity to
mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge
accounting provisions. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007. The Company adopted SFAS No. 159
on January 1, 2008 and did not elect to apply the fair value method to any eligible assets or liabilities at that time.

  In December 2007, FASB issued Statement of Financial Accounting Standards No. 141 (revised 2007), Business Combinations
("SFAS 141R"). SFAS 141R moves closer to a fair value model by requiring the acquirer, in a business combination, to measure all assets
acquired and all liabilities assumed at their respective fair values at the date of acquisition, including the measurement of non-controlling
interests at fair value. SFAS 141R also establishes principles and requirements as to how the acquirer recognizes and measures goodwill
acquired in a business combination or a gain from a bargain purchase and determines what information to disclose to enable users of the
financial statements to evaluate the nature and financial effects of the business combination. In addition, SFAS 141R significantly changes the
accounting for business combinations in a number of areas, including the treatment of contingent consideration, pre-acquisition contingencies,
in-process research and development, restructuring costs, and requires the expensing of acquisition-related costs as incurred. The effective date
of SFAS 141R is for fiscal years beginning after December 15, 2008. For transactions consummated after the effective date of SFAS 141R,
prospective application of the new standard is applied. For business combinations consummated prior to the effective date of SFAS 141R, the
guidance in SFAS 141 is applied. The adoption of this new standard is not expected to have a material impact on the Company's consolidated
financial statements.

In December 2007, the FASB issued Statement of Financial Accounting Standards No. 160, Noncontrolling Interests in Consolidated
Financial Statements—An Amendment of ARB No. 51 ("SFAS 160"). SFAS 160 establishes new accounting and reporting standards for the
non-controlling interest in a subsidiary and for the deconsolidation of a subsidiary. SFAS 160 is effective for fiscal years beginning on or after
December 15, 2008. The adoption of this new standard did not have a material impact on the Company's consolidated financial statements.



                                                                       F-44
                                           UTILIPOINT INTERNATIONAL, INC.
                               NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                                    (UNAUDITED)


In March 2008, the FASB issued Statement of Financial Account Standards No. 161, Disclosure about Derivative Instruments and hedging
Activities—An Amendment of FASB Statement No. 133 ("SFAS 161"). SFAS 161 expands and amends the disclosure requirement for derivative
instruments and hedging activities. SFAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after
November 15, 2008. The Company is in the process of determining what effect, if any, the application of the provisions of SFAS 161 will have
on its consolidated financial statements.

In June 2008, the FASB issued FSB EITF 03-6-1, Determining whether Instruments Granted in Share-Based Payment Transactions Are
Participating Securities ("EITF 03-6-1"), to clarify that all outstanding unvested share-based payment awards that contain non-forfeitable
rights to dividends or dividend equivalents, whether paid or unpaid, are participating securities. An entity must include participating securities
in its calculation of basic and diluted earnings per share pursuant to the two-class method as described in SFAS No. 128, Earnings Per Share .
EITF 03-6-1 is effective for fiscal years beginning after December 15, 2008. The Company is in the process of determining what effect, if any,
the application of EITF 03-6-1 will have on its consolidated financial statements.

In May 2009, the FASB issued Statement of Financial Account Standards No. 165, Subsequent Events (―SFAS 165‖). SFAS 165 establishes
general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or
are available to be issued. SFAS 165 is effective for financial statements issued for fiscal years and interim periods beginning after June 15,
2009. The adoption of SFAS 165 is not expected to have a material impact on the Company's consolidated financial statements.

4. BALANCE SHEET ITEMS

Property and Equipment
Property and equipment consists of the following:

                                                                                                                                  December 31,
                                                                              Estimated Useful Life          June 30, 2009           2008
Office equipment                                                                     3 years                 $        7,759      $        7,758
Furniture and fixtures                                                              10 years                          7,499               6,257
Equipment under capital leases                                                       3 years                        48,146              52,439
                                                                                                                    63,404              66,454
Accumulated depreciation                                                                                           (10,694 )             (9,839 )
Accumulated amortization of
   equipment under capital leases                                                                                    (24,767 )           (22,349 )
                                                                                                             $        27,943     $        34,266


Property and equipment are stated at cost. Depreciation and amortization is provided on the straight-line method over the estimated useful lives
of the assets. Depreciation and amortization expense was $ 4,536 and $ 4,163 for the three months ended June 30, 2009 and 2008, respectively
and $9,414 and $7,743 for the six months periods ending June 30, 2009 and 2008, respectively.




                                                                       F-45
                                           UTILIPOINT INTERNATIONAL, INC.
                               NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                                    (UNAUDITED)

Accounts Payable and Accrued Expenses
Accounts payable and accrued expenses consist of the following:

                                                                                                    June 30, 2009      December 31, 2008
Accounts payable (1)                                                                              $         332,777    $         336,906
Accrued payroll and vacation                                                                                181,204              163,207
Other                                                                                                             -               25,348
                                                                                                  $         513,981    $         525,461


  (1) Accounts payable includes $98,802 and $43,421 at June 30, 2009 and December 31, 2008 respectively, for amount due to Company
      employees for expense reimbursement.

Deferred Revenue

Deferred revenue consists primarily of amounts received from or billed to clients in conjunction with BSAs, T&M and fixed price contracts for
which revenue is recognized over time or upon completion of contract deliverables.

5. DEBT

Debt, including interest rates and maturities is summarized as follows at June 30, 2009:

                                   Long-term debt – notes
                                           payable:
                                        Interest Rates                  Maturity             June 30, 2009
                                             12.00%                     1/1/2010           $         447,106
                                             10.00%                   12/31/2013                      62,500
                                              4.00%                     5/4/2010                       5,000
                                              4.00%                    9/23/2009                      16,000
                                              4.00%                     6/2/2009                       3,722
                                             10.00%                    1/15/2014                      10,000
                                             10.00%                    1/15/2014                       7,500
                                             10.00%                    1/15/2014                       7,500
                                Variable 3% at June 30,
                                2009                                   8/2/2009                        32,590
                                Total long-term debt,
                                  including current
                                maturities                                                            591,918
                                Current maturities of
                                long-term debt                                                     (504,418 )
                                Total long-term debt                                                 87,500

                                Short-term debt:
                                  Line of credit                                                       83,473
                                  Short-term notes payable                                             21,000
                                  Current maturities of
                                long-term debt                                                        504,418
                                Total short-term debt                                                 608,891
                                Total debt                                                 $          696,391



(1) Refer to Note 13, Subsequent Events – debt maturity extension, for extension of terms provided to the Company on August 1, 2009.
All notes payable are due to either current or former shareholders of the Company. Interest rates are fixed unless otherwise noted. Variable
interest rates are per the credit union from which the current management shareholder obtained a home equity loan from which the funds were
then loaned to the Company.


                                                                    F-46
                                           UTILIPOINT INTERNATIONAL, INC.
                               NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                                    (UNAUDITED)

Notes payable to current and former shareholders are unsecured and subordinated to obligations under credit facility borrowings with the Bank
of Albuquerque. Notes payable to current and former management shareholders are further subordinated to the $62,500 note to KLI due
December 31, 2013. The $16,000 note payable due September 23, 2009 was restructured in connection with the resignation of the company
executive who holds the note. Refer to Note 13, Subsequent Events – Debt Maturity Extension.

Utilipoint had a revolving line of credit, used for working capital needs, with the Bank of Albuquerque from 2005 through mid-2008 at which
point the line expired. The Company had not been in compliance with debt covenant financial ratios on debt coverage, funded debt to earnings
before interest, taxes, depreciation and amortization (―EBITDA‖) and tangible net worth for years 2007 and 2008. The weighted average
interest rate on the line of credit was 5.63% and 8.83%, respectively. The balance at December 31, 2008 was partially paid down on January
22, 2009 and converted into a short-term note in the amount of $165,000 due June 30, 2009 with an interest rate of 9.25%. Six monthly
consecutive principal payments of $16,500 plus interest on unpaid principal are due commencing January 15, 2009 with a final payment of
$66,000 plus interest due June 30, 2009. The Company paid the first five installments and subsequently renegotiated the remaining balance of
principal and interest totaling $82,264 into a new 9.25% note with the Bank of Albuquerque on June 30, 2009. The 9.25% note matures on
December 31, 2009 and will be repaid in 5 principal payments of $9,000 each and one final principal and interest payment of $37,561. The
9.25% note is an extension / renewal / modification of the credit facility and as such is secured by Utilipoint‘s accounts receivable, fixed assets
and a right of offset against cash accounts held with the bank.

Interest expense on notes payable and the line of credit was $19,319 and $13,997 for the three months ended June 30, 2009 and 2008,
respectively and $41,545 and $28,152 for the six months ended June 30, 2009 and 2008, respectively.

The Company's contractual payments of long-term borrowings at June 30, 2009 are as follows:

                                                            Year                          Amount
                                                            2010                        $   504,418
                                                            2011                                  -
                                                            2012                                  -
                                                            2013                             62,500
                                                            2014                             25,000
                                                            Total                       $   591,918


6. INCOME TAXES

Since reorganization on July 23, 2007, Utilipoint International, Inc. is a C-corporation, cash basis taxpayer. Previously, the Company was an
S-corporation whereby its tax burden flowed through to its shareholders. The Company files state tax returns in New Mexico where it is
domiciled, and other states where it has nexus.

A reconciliation of income tax expense using the statutory federal and state income tax rates is as follows for the three and six months ended
June 30, 2009 and 2008.

                                                                               Three           Three
                                                                              Months          Months             Six Months         Six Months
                                                                             Ended June      Ended June          Ended June         Ended June
                                                                              30, 2009        30, 2008            30, 2009           30, 2008
Federal tax at statutory rates                                              $     (32,594 ) $     (25,045 )     $     (40,284 )    $       1,173
State tax at statutory rates                                                       (5,752 )        (4,420 )            (7,109 )              207
Increase (decrease) in tax due to:
Nondeductible expenses                                                               3,098             1,291             5,328              4,874
     Change in deferred tax asset valuation allowance                               23,728            20,099            28,261                340
     Effect of difference between statutory rates and
     graduated rates used to calculate deferred taxes                               12,287             9,612            14,634             4,884
     Other                                                                           1,152                 -             1,247             1,039
Income tax expense (benefit)                                                $        1,919    $        1,537    $        2,077     $      12,517
F-47
                                             UTILIPOINT INTERNATIONAL, INC.
                                 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                                      (UNAUDITED)



Deferred income taxes reflect the tax consequences in future years for differences between the tax basis of assets and liabilities and their basis
for financial reporting purposes. Temporary differences giving rise to the deferred tax assets and liabilities relate in part to accrual-to-cash
adjustments, as the Company follows the accrual basis of accounting for financial reporting but the cash basis for tax purposes. Deferred tax
assets arise from net operating losses, and from temporary differences in depreciation and amortization and from equipment leases capitalized
on the financial statements but treated as operating leases for tax purposes. A deferred tax liability arises from the net income of a wholly
owned foreign corporation (Utilipoint s.r.o.), which becomes taxable in the United States upon repatriation of the funds. Deferred tax assets
and liabilities were calculated using the graduated rates anticipated in the years tax assets and liabilities are anticipated to reverse. The reversal
of timing differences requires significant estimation; accordingly deferred tax assets and liabilities may reverse at tax rates significantly
different than anticipated.

As a result of net losses incurred and because the likelihood of being able to utilize these losses is not presently determinable, the Company has
recorded a valuation allowance to fully reserve its deferred tax asset. If in the future the Company were to determine that it would be able to
realize its deferred tax assets in excess of its net recorded amount, an adjustment would increase income in such period or, if such
determination were made in connection with an acquisition, an adjustment would be made in conjunction with the allocation of the purchase
price.

At June 30, 2009 and December 31, 2008 the significant components of the Company‘s deferred tax assets and liabilities were:

                                                                                                                                      December 31,
                                                                                                                  June 30, 2009          2008
                                                                                                                   (unaudited)
Deferred tax assets:
    Net operating loss carryforwards                                                                             $        12,606 $           12,012
    Accrual to cash adjustments                                                                                           72,421             53,980
    Depreciation and amortization adjustments                                                                             29,262             29,360
    Leases not capitalized for tax purposes                                                                                1,050              3,292
    Wholly owned foreign corporation                                                                                       6,412                  -
    Other                                                                                                                  5,155                  -
      Total deferred tax assets                                                                                          126,906             98,644
      Valuation allowance                                                                                               (126,906 )          (98,644 )
      Total deferred tax assets net of valuation allowance                                                       $             - $                -


Deferred tax liabilities:
    Wholly owned foreign corporation                                                                             $         (1,057 ) $        (1,057 )


Deferred tax expense (benefit)                                                                                   $                -   $     (41,383 )




                                                                        F-48
                                           UTILIPOINT INTERNATIONAL, INC.
                               NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                                    (UNAUDITED)

In addition to the deferred tax expense (benefit), provision (benefit) for income taxes on the accompanying consolidated statements of
operations includes $2,077 and $5,568 for the six months ended June 30, 2009 and twelve months ended December 31, 2008 respectively, of
minimum state taxes due regardless of income.

Availability to Offset Future Taxes
Deferred tax assets arising from net operating losses and accrual to cash adjustments are available to offset future taxes beginning with the first
year following their creation. Deferred tax assets arising from depreciation and amortization differences and leases not capitalized become
available in future years according to their respective amortization schedules.

Net Operating Loss Carryforwards
The Company has net operating loss carryforwards totaling $45,582 that may be used to offset against future taxable income, subject to change
in ownership limitations. If not used, the carryforwards will expire as follows:

                                                                 2027              $      11,813
                                                                 2028                     33,769
                                                                                   $      45,582


Tax Examinations
Since July 2007 when the Company became a C-Corporation, there have been no examinations conducted by the IRS and accordingly the
C-Corporation returns for years 2007 and 2008 remain open for examination. The S-Corporation returns for 2006 and 2007 are also open for
examination.

7. 401(K) PLAN

The Company maintains a defined contribution retirement plan under Internal Revenue Code Section 401(k). Substantially all regular full time
employees are eligible to participate in the plan. The Company matches each eligible employee‘s salary reduction contribution up to a limit of
3%. Company contributions were $5,077 and $9,257 for the three months ended June 30, 2009 and 2008, respectively and $9,492 and $16,112
for the six months ended June 30, 2009 and 2008 respectively.

8. STOCKHOLDERS’ DEFICIT

Stock Purchase and Reorganization - In July 2007, the Company entered into a reorganization and stock purchase agreement with KLI and
UTPI. The terms of the agreement are as follows:
 UTPI purchased 21,523 shares of Class A convertible, voting Preferred Stock from the Company for $1,050,000.
 Company repurchased 21,523 shares of Common stock owned by current and former management shareholders for $967,031.
    The
 issued notes payable totaling $378,357 to the same current and former management shareholders for the purchase of 8,421 shares of
    KLI
    Common Stock.
 Closing and other costs of $234,868 were incurred in connection with the stock purchase and reorganization. Of these costs, $2,900 is
    reflected in selling, general and administrative expense in 2007. The balance of $231,968 is classified as stock issuance costs and reflected
    as a reduction to paid in capital.


                                                                        F-49
                                           UTILIPOINT INTERNATIONAL, INC.
                               NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                                    (UNAUDITED)


Stock Issued and Outstanding - Utilipoint is authorized to issue 200,000 shares of no par stock of which 150,000 shall be Common Stock,
25,000 shall be Series A Convertible, Voting Preferred Stock and 25,000 shall be Series B Non-Voting Preferred Stock. Series A Preferred
Stock holders are entitled to cast the number of votes that such holder would be entitled to cast if such holder had converted its shares to
Common Stock. Series A Preferred Stock is convertible to Common Stock using a rate formula outlined below under Preferred Stock
Conversion Rights.

Shares issued and outstanding at June 30 were:


                                                                                                                                 June 30, 2009
Common Stock issued                                                                                                                     47,561
Treasury shares held                                                                                                                   (25,299 )
Common Stock issued and outstanding                                                                                                     22,262

Series A Preferred Stock                                                                                                                 21,523
Series B Preferred Stock                                                                                                                      -

Preferred Stock Dividends - Utilipoint is required to pay preferential cumulative dividends in cash to the holders of the Series A Preferred
Stock as follows:
 annual dividend equal to 13% of the original purchase price, payable quarterly on October 31st, January 31st, April 30th and July 31st
    An
    of each year commencing on October 31, 2007 (the "Quarterly Dividends"). This equates to $34,125 per quarter.
 Commencing on January 31, 2010, and continuing on the last day of each month thereafter until July 23, 2010, a dividend equal to the
    monthly payment that would be payable on the Original Purchase Price based on a 24-month amortization schedule using a 13% annual
    interest rate (the "Monthly Dividends"). This equates to $49,919 per month.
 Upon the first to occur of the following: (i) a liquidation of the Company; (ii) a change in control of the Board of Directors of the
    Company; or (iii) the failure to convert the Series A Preferred Stock to Common Stock by July 23, 2010, a dividend equal to the Original
    Purchase Price less any portion of the Monthly Dividends that would be allocable to principal if the Monthly Dividends were treated as
    loan payments (the "Balloon Dividend"). This equates to an $812,382 Balloon Dividend.

Series A Preferred Stock dividends shall be cumulative so that, if the Company is unable to pay, or if the Board of Directors fails to declare
Series A Preferred Stock dividend for any period, such Series A Preferred Stock dividends nevertheless shall accrue and be payable in
subsequent periods. Any payment of Series A Preferred Stock dividends by the Company in any period shall first be applied to any accrued but
unpaid Series A Preferred Stock dividends for prior periods, in chronological order, and then to dividends due for that period. The Company
shall not pay any of the Series A Preferred Stock dividends if, in the opinion of the Board of Directors, the Company will not be able to meet its
debt obligations or growth initiatives.

Stated Series A Preferred Stock dividends of $34,125 were declared for the three months ended June 30, 2009 and 2008, respectively and
$68,250 were declared for the six months ended June 30, 2009 and 2008, respectively. The Company is in a negative retained earnings position
and therefore the dividends were recorded as a reduction in the APIC Series A Preferred Stock. The 2009 dividends of $68,250 were declared
but not paid. For the full year 2008, dividends of $136,500 were declared, of which $68,250 was not paid. Dividends payable were $136,500
and $68,250 at June 30, 2009 and December 31, 2008, respectively.

The discount resulting from the increasing rate feature of the Series A Preferred Stock dividend represents an unstated dividend cost that is
being amortized over the three year period preceding payment of the Balloon Dividend using the effective interest method, by charging the
imputed dividend cost against APIC Series A Preferred Stock. The total stated dividends, whether or not declared, and unstated dividend cost
combined represents a period‘s total preferred stock dividend, which is deducted from net income (loss) to arrive at net loss available to
common shareholders.

Preferred Stock Liquidation Preferences - If, upon a Liquidation Event, the holders of the Series A Preferred Stock have not then received
distributions equal to the Quarterly Dividends, Monthly Dividends and Balloon Dividend, the holders of all Series A Preferred Stock shall be
entitled to be paid, before any distribution or payment is made to the holders of Series B Preferred Stock or Common Stock, an aggregate
amount in cash equal to the Series A Liquidation Value of all Series A Preferred Stock on a pro-rata basis determined by the number of Series
A Preferred Stock held by a holder divided by the total number of shares of Series A Preferred Stock then outstanding. If, upon a Liquidation
Event, the holders of Series A Preferred Stock have not then received distributions equal to the Quarterly Dividends, Monthly Dividends and
Balloon Dividend, then, after payment of the Series A Liquidation Value, the holders of Series B Preferred Stock shall be entitled to be paid,
before any distribution is made to the holders of Common Stock, an aggregate amount in cash equal to the Series B Liquidation Value of all
Series B Preferred Stock on a pro-rata basis determined by the number of Series B Preferred Stock held by a bolder divided by the total number
of shares of Series B Preferred Stock then outstanding. Thereafter, and in the event that the Quarterly Dividends, Monthly Dividends and
Balloon Dividend have been paid prior to the Liquidation Event, the holders of the Series A Preferred Stock and Series B Preferred Stock shall
be entitled to participate in the distribution of any assets of the Company as though all outstanding shares of Series A Preferred Stock were then
converted into shares of Common Stock, and as though each share of Series B Preferred Stock was equal to one share of Common Stock.

Preferred Stock Conversion Rights - The holder of shares of Series A Preferred Stock (the ―Stock‖) has the option, at any time, to convert any
or all such shares of the Stock into fully paid and non-assessable whole shares of Common Stock as is obtained by multiplying the number of
shares of the Stock so to be converted by the quotient, the numerator of which is the original purchase price for such share of the Stock and the
denominator of which is the Stock conversion price for such share of Stock as last adjusted and in effect at the date any share or shares of the
Stock are surrendered for conversion.

The Company will at all times reserve and keep available out of its authorized Common Stock or its treasury shares, such number of shares of
Common Stock as shall be issuable upon the conversion of all outstanding shares of Series A Preferred Stock.


                                                                      F-50
                                           UTILIPOINT INTERNATIONAL, INC.
                               NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                                    (UNAUDITED)


Common Stock Dividends - The Company may make distributions on the Common Stock, provided that no distributions shall be declared or
paid with respect to the Common Stock without there being contemporaneously declared and paid a dividend on the Series A Preferred Stock
(with the same record and payment date), so that each holder of a share of Series A Preferred Stock shall receive a dividend equal to the
distribution paid per share of Common Stock, determined by the number of shares of Common Stock that such holder would be entitled to
receive if such Series A Preferred Stock was then converted into Common Stock, and without there being contemporaneously declared and
paid a dividend on the Series B Preferred Stock (with the same record and payment date).

There have been no common stock dividends declared as of June 30, 2009.

Common Stock Put Options - In conjunction with the July 2007 stock purchase and reorganization, the Company issued a total of 5,988
Common Stock put options to two management stockholders. These agreements give the management stockholders the right and the option,
but not obligation, to sell all of their common shares to Utilipoint through December 31, 2009. The agreements define the purchase price of the
put based on original purchase price if calendar year 2007 EBITDA exceeds $520,000 or, if the management shareholder is still employed by
Utilipoint at December 31, 2008, based on the lesser of the original purchase price or fair market value (―FMV‖) as determined by an
independent valuation expert. If the shareholders exercise their options at different times, the FMV first determined will apply to both
shareholders. The options expire December 31, 2009.

Since the Company did not meet the 2007 EBITDA threshold, Common Stock put options are not exercisable at the fair market
value. Management estimates the FMV as of June 30, 2009 and December 31, 2008 to be the value of the most recent per share purchase price;
which is higher than the original purchase price. Due to the lack of quoted prices and significant third party transactions, this estimate is subject
to change should better inputs become available.

SFAS 157 established a three level fair value hierarchy to classify the inputs used in measuring fair value as follows:
Level 1: Quoted prices for identical instruments in active markets.
Level 2: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not
   active; and model-driven valuations whose inputs are observable or whose significant value drivers are observable.
Level 3: Significant inputs to the valuation model are unobservable.

As of June 30, 2009 and December 31, 2008, the financial liability measured at fair value consisted of put options. There are no quoted prices
for identical or similar instruments in markets that are active or not active and there is no model-driven valuation for the put options. The fair
value is based on recent related party transactions which approximate the original purchase price and falls within the Level 3 hierarchy of Fair
Value Measurements.

The Common Stock put options are reflected as a liability with a corresponding reduction to equity. The amount recorded at June 30, 2009 and
December 31, 2008, was $269,000. In conjunction with the renewal of one executive‘s employment agreement and the separation agreement of
the other executive, the Common Stock put options were canceled subsequent to June 30, 2009. (Refer to Note: 13, Subsequent Events –
cancellation of common stock put options)


                                                                        F-51
                                           UTILIPOINT INTERNATIONAL, INC.
                               NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                                    (UNAUDITED)


Loss per Common Share - Basic loss per share has been computed by dividing net loss available to common stockholders by the weighted
average number of shares of common stock outstanding during each period. Shares issued during the period and shares reacquired during the
period are weighted for the portion of the period that they were outstanding. Diluted earnings per share considers the potential dilution that
could occur if securities or other contracts to issue common stock were exercised or converted into common stock. Potentially dilutive
securities for the Company include convertible preferred stock and written put options. The following table sets forth the computation of basic
and diluted loss per share for the six months periods ended June 30, 2009 and 2008:

                                                                                                                         June 30,
                                                                                                                  2009               2008
Net loss                                                                                                      $    (120,561 ) $         (9,069 )
Less stated preferred dividends                                                                                     (68,250 )          (68,250 )
Less preferred stock dividend accretion                                                                            (172,732 )         (129,375 )
Net loss applicable to common stockholders                                                                    $    (361,543 ) $       (206,694 )

Shares used in net loss per share;
    basic and diluted                                                                                                22,223             21,696

Net loss per share; basic and diluted                                                                         $       (16.27 )   $       (9.53 )

Shares of convertible preferred stock issued July 23, 2007 which are convertible into 21,523 shares of common stock and written put options
issued July 23, 2007 for the purchase of 5,988 shares of common stock were not included in the computation of diluted net loss per share
because the inclusion of such shares would have an anti-dilutive effect on the net loss per share.

2009 Stock Investment Plan – On April 23, 2009, the Company‘s 2009 Stock Investment Plan (the ―Plan‖) was put into effect. Under the Plan
terms, eligible participants include directors, officers, key employees and consultants as selected by the Company‘s compensation committee
(the ―Committee‖). Awards under the plan may be in the form of stock options or incentive stock options for purchase of shares of the
Company‘s Common Stock at an exercise price equal to 100% of the estimated fair market value of a share of Common Stock on the date
option is granted. Vesting terms are at the discretion of the Committee but in no case may the exercise period of time exceed ten years. The
maximum amount of Common Stock which may be issued under the Plan is 12,000 shares. A total of 5,400 options had been issued
subsequent to June 30, 2009, and as of the merger agreement with Midas Medici Group Holdings, Inc. (refer to Note 13, Subsequent Events -
Merger Agreement).

9. COMMITMENTS AND CONTINGENCIES

Capital Leases - The Company is obligated under capital leases for computer equipment that expire on various dates through December 2011.
The minimum payments for the capital leases in effect at June 30, 2009 are as follows:

Six months Ending December 31, 2009                                                                                              $       9,318
Year Ending December 31,
    2010                                                                                                                                13,179
    2011                                                                                                                                 6,143
    2012                                                                                                                                    61
                                                                                                                                        28,701
Less amount representing interest                                                                                                        2,767
Present value of minimum lease payments                                                                                          $      25,934


Short term portion                                                                                                               $      14,692
Long term portion                                                                                                                       11,242
                                                                                                                                 $      25,934


The equipment recorded under capital leases was $48,146 and $52,439 at June 30, 2009 and December 31, 2008, respectively. Accumulated
amortization of capital assets subject to capital leases amounted to $24,767 and $22,349 at June 30, 2009 and December 31, 2008,
respectively. Interest on capital leases amounted to $716 and $696 for the three months ended June 30 2009 and 2008, respectively and $1,519
and $1,293 for the six months ended June 30, 2009 and 2008, respectively. Amortization on equipment under capital leases amounted to
$4,126 and $3,721 for the three months ended June 30 2009 and 2008, respectively and $8,594 and $6,993 for the six months ended June 30,
2009 and 2008, respectively.

Operating Leases – The Company leases buildings and equipment under various operating leases with lease terms ranging from one to three
years. The following is a schedule of the future minimum lease payments required under operating leases that have initial non-cancelable lease
terms in excess of one year:

                                                                                                                           Minimum Lease
Fiscal year ending December 31,                                                                                              Commitments
    2009                                                                                                                   $       62,057
    2010                                                                                                                            3,503
                                                                                                                           $       65,560


Rent expense for office space amounted to $19,344 and $14,348 for the three months ended June 30 2009 and 2008, respectively and $37,480
and $40,358 for the six months ended June 30, 2009 and 2008, respectively.

Stockholder Agreements - Effective with the July 23, 2007 reorganization, Utilipoint entered into stockholder agreements with its minority
stockholders, some of whom are key managers of the Company. These agreements provide Utilipoint the first right to purchase each
stockholder‘s shares in the event of a bona fide offer from any persons to purchase shares from the stockholder. The Company has the right to
purchase such shares on the same terms and conditions set forth in any such purchase agreement within sixty days following the Company‘s
receipt of the notice to purchase.


                                                                    F-52
                                           UTILIPOINT INTERNATIONAL, INC.
                               NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                                    (UNAUDITED)

The agreements contain restrictions on transfer of stock to third parties and clauses on the Company‘s right to repurchase terminated
shareholders shares for a price equal to the net book value of the shares at the time of termination.

Employment Agreements - Utilipoint has employment agreements with two key management shareholders which grant right of first refusal to
management shareholders under special circumstances which are delineated as follows:

If there is a proposed sale or liquidation of 100% of Utilipoint prior to the end of the Initial Term (July 23, 2009), then no less than thirty (30)
days prior to the consummation of such sale or liquidation, Utilipoint shall give, or shall cause its shareholders to give, the management
shareholders, jointly, a right of first refusal for the purchase of Utilipoint for the same consideration as such proposed sale or liquidation. The
management shareholders shall have the right to purchase 100% of Utilipoint in the percentages agreed among the management shareholders at
the same price and on the same terms set forth in such notice. The management shareholders shall provide Utilipoint with notice of their intent
to exercise the right of first refusal within twenty five (25) days of receiving notice of such proposed sale or liquidation and shall consummate
such purchase within thirty (30) days thereafter.

In connection with an employment agreement renewal of one of the management shareholders and the resignation of the other management
shareholder occurring subsequent to June 30, 2009, the right of first refusal clauses are no longer in effect. Refer to Note 13, Subsequent
Events - Debt Maturity Extension.

Litigation - Utilipoint, in the normal course of business, may be subject to claims and litigation. Management is not aware of any outstanding
claims or assessments against the Company that are estimable and likely.

10. CONCENTRATION RISKS

Credit Concentration - Utilipoint‘s demand deposits are placed with major financial institutions. Management believes the Company is not
exposed to undue credit risk for any demand deposits that may, from time to time, exceed the federally insured limits.

Financing Concentration - Utilipoint‘s capitalization has been provided by founders, management employees, KLI and UTPI.

11. RELATED PARTY TRANSACTIONS

Management Fees - Management fees to KLI of $25,000 per quarter are payable in advance on the 15th day of the 1st month of the quarter;
January 15th, April 15th, July 15th and October 15th. Management fees paid were $0.00 and $50,000 for the six month periods ending June
30, 2009 and 2008 respectively.

Preferred Stock Dividends - Commencing October 31, 2007, stated dividends on preferred stock of $34,125 per quarter are payable to UTPI on
January 31st, April 30th, July 31st and October 31st. If Utilipoint does not have sufficient cash, KLI advances the funds to UTPI on behalf of
the Company. The dividend amount increases and is paid monthly commencing on January 31, 2010 with a final Balloon Dividend on July 23,
2010 subject to conditions as set forth in the articles of incorporation.

12. STOCK-BASED COMPENSATION

There has been no stock-based compensation during the three and six month periods ended June 30, 2009 and 2008.

13. SUBSEQUENT EVENTS

Merger Agreement – On August 10, 2009, Utilipoint signed an Agreement and Plan of Merger (the ―Agreement‖) with Utilipoint
Acquisition Co. (the ―Acquirer‖), a wholly owned subsidiary of Midas Medici Group Holdings, Inc. (―Midas), a reporting company under the
Securities Exchange Act of 1934, as amended. Per the Agreement, Utilipoint will be acquired and merged with the Acquirer, with Utilipoint
remaining as the surviving company. The transaction will be a share exchange whereby Utilipoint shareholders will exchange their shares for
shares of the Acquirer (―Acquisition Shares‖). The conversion of Utilipoint shares will be as follows per the Agreement:


                                                                       F-53
                                           UTILIPOINT INTERNATIONAL, INC.
                               NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                                    (UNAUDITED)


Conversion of Utilipoint Shares - As agreed between Midas, the Acquirer and Utilipoint, the net equity value of Utilipoint is $6,977,417. As
further agreed between Midas, the Acquirer and Utilipoint, each share of Midas Common Stock is deemed to be valued at $4.75 per share. As a
result of the foregoing, an aggregate of 1,348,516 Acquisition Shares shall be issued in exchange for the 42,191 Utilipoint shares, equaling an
exchange ratio of 32 to 1 (the ―Exchange Ratio‖).

Existing options to purchase Utilipoint shares under the 2009 Utilipoint stock option program will be exchanged for options to purchase
Acquisition Shares at the Exchange Ratio.

Utilipoint believes that it will have access to additional capital resources which the Acquirer has recently raised, as well as, in combination with
the management of the Acquirer, will be positioned to undertake an Initial Public Offering of shares based on the firm commitment
underwriting engagement letter that the Acquirer has disclosed to Utilipoint.

Capital Commitment Agreement with The Intelligent Project, LLC - On July 1, 2009 Utilipoint entered into a transaction with The Intelligent
Project, LLC (―IP‖), a KLI portfolio company, and KLI.

IP is a research and advisory services firm focused on assisting utilities with the challenge of advancing and solving customer dimension
complexities of the Smart Grid. IP partners with leading academic researchers at Purdue University in the U.S. and Maastricht University in the
Netherlands to drive primary research around consumer response to smart grid enabled energy management. IP also tracks consumer trends
around the globe to deliver best practices surrounding consumer behavior and customer engagement to utility leadership.

Components of the transaction are as follows:
1)   The Company entered into a capital commitment agreement with IP for an amount of up to $200,000. IP will be able to make capital
     requests on the capital commitment agreement for initial financing. The Company will receive a 60% interest in IP in exchange for the
     capital contribution agreement.
2)   The existing members of IP will provide services to Utilipoint in exchange for options to purchase an aggregate of 1,400 shares of the
     common stock of the Company that are fully-vested on the date of grant and that have a strike price equal to the fair market value of the
     Company‘s common stock on the date of grant. The stock options for the individuals will be granted pursuant to the equity
     compensation plan that was adopted by the Company effective as of May 1, 2009. All of the stock options will have a term of five years
     and a cashless exercise option.
3)   The Company will provide certain management services to IP in exchange for reasonable compensation.

KLI will agree to purchase up to $100,000 of the common stock of the Company at a per share purchase price of $50.00 per share and will
agree to lend up to $100,000 pursuant to a Revolving Senior Subordinated Debenture.

The above components are further delineated in the agreements which the Company entered into in conjunction with the transaction. These
agreements with IP and KLI include the following:

Utilipoint – IP Agreements - The IP Agreement provides that Net Cash Flow will be distributed as follows: first, contributed capital will be
returned to the members on a pro-rata basis (based on the amount of capital contributed), and, thereafter, Net Cash Flow will be distributed to
the members on a percentage ownership basis. Utilipoint‘s percentage ownership immediately after the execution of the agreement by
Utilipoint will be 60%.

The Capital Commitment Agreement provides that Utilipoint will make capital contributions to IP of up to $200,000.

The Management Services Agreement provides that Utilipoint will provide management services to IP and provide consultants to assist IP with
IP projects. Management services will be charged to IP based on the actual expenses incurred by Utilipoint, and consultants will be charged at
the same rate that Utilipoint charges to subcontract its consultants to third parties. Utilipoint will also pay all salaries and benefits for certain
employees of IP who will also provide services to Utilipoint, which will initially include two employee owners of IP.

The Consulting Agreement provides that KLI IP Holding Inc. will provide consulting services to Utilipoint in connection with the joint
business and marketing efforts of Utilipoint and IP. In exchange for its services KLI IP Holding Inc. will receive Utilipoint stock options.

The Stock Options Agreement provides that in consideration of the services being provided to Utilipoint by IP and KLI IP Holding Inc.,
Utilipoint shall issue stock options in such amounts as set forth below. The stock options will be fully-vested upon issuance and will have an
exercise price equal to the fair market value of Utilipoint common stock on the grant date. The stock options will have a term of five years and
a cashless exercise option.

a.   KLI IP Holding Inc. – options to purchase 850 shares
b.   IP management shareholders – options to purchase 550 shares




                                                                      F-54
                                          UTILIPOINT INTERNATIONAL, INC.
                              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                                   (UNAUDITED)



Utilipoint – KLI Agreements - The Subscription Agreement provides that KLI will purchase up to 2,000 shares of Utilipoint common stock at
a per share purchase price of $50 per share for an aggregate consideration of up to $100,000. KLI, or its affiliates or assigns, shall have a
period of up to two months from the execution of the Subscription Agreement to make such purchases.

The Revolving Senior Subordinated Debenture provides that KLI may loan up to $100,000 to Utilipoint. The debenture has a term of five
years and pays interest at a rate of 10% per annum.

Continued Support from Shareholders – On January 15, 2009, management shareholders and KLI provided a combined $50,000 to meet
working capital needs via purchase of common stock of $25,000 and notes payable of $25,000 at 10% due January 15, 2014.

Cancellation of Common Stock Put Options – On July 26, 2009, per renewal terms of one executive‘s employment agreement and on August
1, 2009 per terms of the separation agreement of a different executive, all common stock put options were cancelled. See also Debt Maturity
Extension below.

Debt Maturity Extension - On August 1, 2009, per terms of a separation agreement (see also Cancellation of Common Stock Put Options
above), the former Company executive who holds the $16,000 note payable due September 23, 2009 agreed to an extension of terms in the
amount of two installments of $2,000 and $14,000 due December 31, 2009 and January 30, 2010, respectively. The same former Company
executive also agreed to a payment date of September 30, 2009 for the unpaid portion, $3,722 of the $9,722 note due June 2, 2009 of which
$6,000 had been paid on June 2, 2009.




                                                                    F-55
                                                                      PART II

                                            INFORMATION NOT REQUIRED IN PROSPECTUS



Item 13. Other Expenses of Issuance and Distribution

The following table sets forth an estimate of the costs and expenses payable by us in connection with the offering described in this registration
statement. All of the amounts shown are estimates except the Securities and Exchange Commission Registration Fee:

Securities and Exchange Commission Registration Fee                                                                                  $         210
FINRA Filing Fees                                                                                                                              825
Printing Fees                                                                                                                               20,000
Accounting Fees and Expenses                                                                                                               148,123
Legal Fees and Expenses                                                                                                                    100,000
Miscellaneous                                                                                                                              371,465
Total                                                                                                                                $     640,623


Item 14. Indemnification of Directors and Officers

Section 145 (―Section 145‖) of the Delaware General Corporation Law, as amended (the ―DGCL‖), permits indemnification of directors,
officers, agents and controlling persons of a corporation under certain conditions and subject to certain limitations. Section 145 empowers a
corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a director, officer or
agent of the corporation or another enterprise if serving at the request of the corporation. Depending on the character of the proceeding, a
corporation may indemnify against expenses (including attorneys‘ fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred in connection with such action, suit or proceeding if the person indemnified acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to, the best interests of the corporation, and, with respect to any criminal action or proceeding, had
no reasonable cause to believe his or her conduct was unlawful. In the case of an action by or in the right of the corporation, no indemnification
may be made with respect to any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless
and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine that despite the
adjudication of liability such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper. Section
145 further provides that to the extent a present or former director or officer of a corporation has been successful in the defense of any action,
suit or proceeding referred to above or in the defense of any claim, issue or matter therein, such person shall be indemnified against expenses
(including attorneys‘ fees) actually and reasonably incurred by such person in connection therewith. The foregoing is only a summary of the
described sections of the Delaware General Corporation Law and is qualified in its entirety by reference to such sections.

Our Certificate of Incorporation and bylaws provide that we shall indemnify each of our officers and directors to the fullest extent permitted by
Section 145.

Our Certificate of Incorporation, as amended, provides that no current or former director of ours shall be personally liable to us or our
stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation
thereof is not permitted under the DGCL as the same exists or may hereafter be amended.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 (Securities Act) may be permitted to our directors, officers and
controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication of such issue.


                                                                         II-1
Item 15. Recent Sales of Unregistered Securities

The Company issued 1,000,000 shares of common stock on December 8, 2006, to Mondo Management Corp., for an aggregate purchase price
of $17,500.

The Company issued an aggregate of 225,000 shares of common stock on June 1, 2009 to Nana Baffour, Johnson Kachidza, Frank
Asante-Kissi and B.N. Bahadur for an aggregate purchase price of $225.

The Company issued 80,000 shares of common stock on July 17, 2009. 30,000 shares of common stock on July 31, 2009 and 52,000 of
common stock on August 14, 2009 to investors for an aggregate purchase price of $340,200.

We believe that the offer and sale of the securities referenced were exempt from registration under the Securities Act by virtue of Section 4(2)
of the Securities Act and/or Regulation D promulgated thereunder as transactions not involving any public offering. All of the purchasers of
unregistered securities for which we relied on Section 4(2) and/or Regulation D represented that they were accredited investors as defined
under the Securities Act, except for up to 35 non-accredited investors. The purchasers in each case represented that they intended to acquire the
securities for investment only and not with a view to the distribution thereof and that they either received adequate information about the
registrant or had access, through employment or other relationships, to such information; appropriate legends were affixed to the stock
certificates issued in such transactions; and offers and sales of these securities were made without general solicitation or advertising.

Item 16. Exhibits


1.1**       Form of Underwriting Agreement between Midas Medici Group Holdings, Inc. and ______________.
2.1         Agreement of Merger and Plan of Reorganization, dated as of August 10, by and among Midas Medici Group Holdings, Inc.,
            Utilipoint Acquisition Corp. and Utilipoint International, Inc. (Incorporated by reference to the Registrant‘s Form 8-K filed on
            August 14, 2009).
3.1         Articles of Incorporation (Incorporated by reference to Exhibit 3.1 on Form 10SB filed May 2, 2007).
3.2         Certificate of Ownership of Mondo Acquisition I, Inc. and Midas Medici Group Holdings, Inc. (Incorporated by reference to the
            Registrant‘s Form 8-K filed on May 27, 2009)
3.3 *       Bylaws
4.1**       Form of Underwriter‘s Purchase Option
5.1*        Opinion of Sichenzia Ross Friedman Ference LLP
10.1        Stock Option Plan (Incorporated by reference to the Registrant‘s Form 8-K filed on July 31, 2009).
10.2        Employment Agreement between Midas Medici Group Holdings, Inc. and Nana Baffour dated as of July 16, 2009 (Incorporated
            by reference to the Registrant‘s Form 8-K filed on July 22, 2009).
10.3        Employment Agreement between Midas Medici Group Holdings, Inc. and Johnson Kachidza dated as of July 16, 2009
            (Incorporated by reference to the Registrant‘s Form 8-K filed on July 22, 2009).
10.4        Stock Purchase Agreement dated May 15, 2009, among Mondo Acquisition I, Inc., Mondo Management Corp., and Midas Medici
            Group, Inc. (Incorporated by reference to the Registrant‘s Form 8-k filed on May 21, 2009)
10.5*       Capital Commitment Agreement between Utilipoint International, Inc. and The Intelligent Project, LLC dated as of July 1, 2009
10.6*       Agreement to be bound to the Limited Liability Company Agreement between of The Intelligent Project, LLC dated as of July 1,
            2009
10.7*       Consulting Agreement between Utilipoint International, Inc. and KLI IP Holding, Inc. dated as of July 1, 2 009
10.8*       Management Services Agreement between Utilipoint International, Inc. and The Intelligent Project, LLC dated as of July 1, 2009
10.9*       Stock Subscription Agreement executed by Knox Lawrence International, LLC dated as of July 1, 2009
10.10*      Revolving Senior Subordinated Note dated as of July 1, 2009
10.11*      Form of Subscription Agreement for sales of common stock on July 17, July 31, and August 14, 2009
10.12       Form of Return to Treasury Agreement executed by Nana Baffour, Johnson Kachidza, Frank Asante-Kissi and B.N. Bahadur
            effective June 29, 2009 (Incorporated by reference to the Registrant‘s Form 8-K filed on July 31, 2009)
10.13*      Reimbursement Agreement between Midas Medici Group Holdings, Inc. and Knox Lawrence International LLC dated as of
            August 7, 2009
10.14*      Management Agreement between Utilipoint International, Inc. and Knox Lawrence International LLC dated as of July 23, 2007
10.15*      Senior Subordinated Debenture issued by Utilipoint International, Inc. to Knox Lawrence International LLC dated as of January
            15, 2009
10.16*      Senior Subordinated Debenture issued by Utilipoint International, Inc. to Knox Lawrence International LLC dated as of December
            31, 2008
10.17*      Lease for Utilipoint‘s corporate offices in Albuquerque, New Mexico
10.18*      Lease for Utilipoint‘s corporate offices in Tulsa, Oklahoma
10.19*      Lease for Utilipoint‘s corporate offices in Houston, Texas
10.20*      Lease for Utilipoint‘s corporate offices in Brno, Czech Republic
14.1*       Code of Ethics
16.1       Letter from Russell Bedford International dated July 24, 2009 (Incorporated by reference to the Registrant‘s Form 8-K/A filed on
           July 28, 2009).
21*        Subsidiaries
23.1*      Consent of REDW LLC.
23.2*      Consent of RBSM, LLP.
23.3*      Consent of Sichenzia Ross Friedman Ference LLP (included in Exhibit 5.1)

 * Filed herewith.
** To be filed by amendment




                                                                   II-2
Item 17. Undertakings

(a) The undersigned registrant hereby undertakes to:

(1) File, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to:

i. Include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the ―Securities Act‖);

ii. Reflect in the prospectus any facts or events which, individually or in the aggregate, represent a fundamental change in the information in the
registration statement.

Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Securities and Commission (the ―Commission‖) pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the ―Calculation of
Registration Fee‖ table in the effective registration statement.

iii. Include any additional or changed material information on the plan of distribution.

(2) For determining liability under the Securities Act, treat each such post-effective amendment as a new registration statement relating to the
securities offered, and the offering of such securities at that time shall be deemed to be the initial bona fide offering.

(3) File a post-effective amendment to remove from registration by means of a post-effective amendment any of the securities that remain
unsold at the end of the offering.

(4) For determining liability of the undersigned small business issuer under the Securities Act to any purchaser in the initial distribution of the
securities, the undersigned small business issuer undertakes that in a primary offering of securities of the undersigned small business issuer
pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are
offered or sold to such purchaser by means of any of the following communications, the undersigned small business issuer will be a seller to
the purchaser and will be considered to offer or sell such securities to such purchaser:

i. Any preliminary prospectus or prospectus of the undersigned small business issuer relating to the offering required to be filed pursuant to
Rule 424;

ii. Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned small business issuer or used or referred to
by the undersigned small business issuer;

iii. The portion of any other free writing prospectus relating to the offering containing material information about the undersigned small
business issuer or its securities provided by or on behalf of the undersigned small business issuer; and

iv. Any other communication that is an offer in the offering made by the undersigned small business issuer to the purchaser.

(b) Provide to the underwriters at the closing specified in the underwriting agreements, certificates in such denominations and registered in
such names as required by the underwriters to permit prompt delivery to each purchaser.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of
the small business issuer pursuant to the foregoing provisions, or otherwise, the small business issuer has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by the small business issuer of expenses incurred or paid by a
director, officer or controlling person of the small business issuer in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being registered, the small business issuer will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

(d) (1) For determining any liability under the Securities Act, treat the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the small business issuer under Rule
424(b)(1), or (4), or 497(h) under the Securities Act as part of this registration statement as of the time the Commission declared it effective.
(2) For determining any liability under the Securities Act, treat each post-effective amendment that contains a form of prospectus as a new
registration statement for the securities offered in the registration statement, and that offering of the securities at that time as the initial bona
fide offering of those securities.


                                                                          II-3
                                                                      SIGNATURES

In accordance with the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized, , in the city of New York, in the State of New York, on September 30,
2009 .


                                                                                   Midas Medici Group Holdings, Inc.


                                                                                   /s/ Nana Baffour


                                                                                   Nana Baffour
                                                                                   CEO, Co-Executive Chairman (Principal
                                                                                   Executive Officer, Chief Financial Officer
                                                                                   (Principal Financial and Accounting Officer)
                                                                                   And Director


                                                               POWER OF ATTORNEY

In accordance with the requirements of the Securities Act, this Registration Statement has been signed below by the following persons on
behalf of the Company in the capacities and on the dates indicated.

NAME                                                TITLE                                                                              DATE

/s/ Nana Baffour
Nana Baffour                                        CEO, Co-Executive Chairman                                                         September 30,
                                                    (Principal Executive Officer)                                                      2009
                                                    Chief Financial Officer (Principal
                                                    Financial and Accounting Officer) and
                                                    Director

/s/ Johnson M. Kachidza *
Johnson M. Kachidza                                 President, Co-Executive Chairman Secretary and Director                            September 30,
                                                                                                                                       2009

/s/ Stephen Schweich *
Stephen Schweich                                    Director                                                                           September 30,
                                                                                                                                       2009


*By: /s/ Nana Baffour
Nana Baffour, attorney-in-fact




                                                                                II-4
Exhibit 3.3

                                                                   BY-LAWS
                                                                      OF

                                                 MIDAS MEDICI GROUP HOLDINGS, INC.
                                                    (hereinafter called the "Corporation")
                                                                 ARTICLE I
                                                                  OFFICES

Section 1 . Registered Office. The registered office of the Corporation shall be in the City of Wilmington, County of New Castle, State of
Delaware.

Section 2 . Other Offices. The Corporation may also have offices at such other places both within and without the State of Delaware as the
Board of Directors may from time to time determine.

                                                              ARTICLE II
                                                       MEETING OF STOCKHOLDERS

Section 1 . Place of Meetings. Meetings of the stockholders for the election of directors or for any other purpose shall be held at such time
and place, either within or without the State of Delaware as shall be designated from time to time by the Board of Directors and stated in the
notice of the meeting or in a duly executed waiver of notice thereof.

Section 2 . Annual Meetings. The Annual Meetings of Stockholders shall be held on such date and at such time as shall be designated from
time to time by the Board of Directors and stated in the notice of the meeting, at which meetings the stockholders shall elect by a plurality vote
a Board of Directors, and transact such other business as may properly be brought before the meeting. Written notice of the Annual Meeting
stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor more
than sixty days before the date of the meeting.



                                                                        1
Section 3 . Special Meetings. Unless otherwise prescribed by law or by the Certificate of Incorporation, Special Meetings of Stockholders,
for any purpose or purposes, may be called by either (i) the Chairman, if there be one, or (ii) the President, (iii) any Vice President, if there be
one, (iv) the Secretary, or (v) any Assistant Secretary, if there be one, and shall be called by any such officer at the request in writing of a
majority of the Board of Directors or at the request in writing of stockholders owning a majority of the capital stock of the Corporation issued
and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. Written notice of a Special
Meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called shall be given not less than
ten nor more than sixty days before the date of the meeting to each stockholder entitled to vote at such meeting.

Section 4 . Quorum. Except as otherwise provided by law or by the Certificate of Incorporation, the holders of a majority of the capital stock
issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the
stockholders for the transaction of business. If, however, such quorum shall not be present or represented at any meeting of the stockholders,
the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, of the time and place of the adjourned meeting, until a quorum shall be present or
represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have
been transacted at the meeting as originally noticed. If the adjournment is for more than thirty days, or if after the adjournment a new record
date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder entitled to vote at the meeting.



                                                                         2
Section 5 . Voting. Unless otherwise required by law, the Certificate of Incorporation or these By-Laws, any question brought before any
meeting of stockholders shall be decided by the vote of the holders of a majority of the stock represented and entitled to vote thereat. Each
stockholder represented at a meeting of shareholders shall be entitled to cast one vote for each share of the capital stock entitled to vote thereat
held by such stockholder. Such votes may be cast in person or by proxy but no proxy shall be voted on or after three years from its date, unless
such proxy provides for a longer period. The Board of Directors, in its discretion, or the officer of the Corporation presiding at a meeting of
stockholders, in his discretion, may require that any votes cast at such meeting shall be cast by written ballot.

Section 6 . Consent of Stockholders in Lieu of Meeting Unless otherwise provided in the Certificate of Incorpo-ration, any action required or
permitted to be taken at any Annual or Special Meeting of Stockholders of the Corporation, may be taken without a meeting, without prior
notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having
not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted. The written consents shall be delivered to the Corporation by delivery to its registered office in Delaware,
its principal place of business, or an officer or agent of the Corporation having custody of the book in which the proceedings are
recorded. Delivery to the registered officer shall be by hand or certified or registered mail, return receipt requested. Prompt notice of the taking
of the corporate action without a meeting by less than unanimous written consent shill be given to those stockholders who have not consented
in writing.

Section 7 . List of Stockholders Entitled to Vote. The officer of the Corporation who has charge of the stock ledger of the Corporation shall
prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting,
arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each
stockholder. Such list shall be open to the examination of any stockholder, for any purpose to the meeting, during ordinary business hours, for
a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified
in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the
time and place of the meeting during the whole time thereof, and may be inspected by any stockholder of the Corporation who is present.



                                                                          3
Section 8 . Stock Ledger. The stock ledger of the Corporation shall be the only evidence as to who are the stock-holders entitled to examine
the stock ledger, the list required by Section 7 of this Article II or the books of the Corporation, or to vote in person or by proxy at any meeting
of stockholders.

                                                                   ARTICLE III
                                                                   DIRECTORS

Section 1 . Number and Election of Directors. The Board of Directors shall consist of one or more members, the exact number of which
shall initially be fixed by the Incorporator and thereafter from time to time by the Board of Directors. Except as provided in Section 2 of this
Article, directors shall be elected by a plurality of the votes cast at Annual Meetings of Stockholders, and each director so elected shall hold
office until the next Annual Meeting and until his successor is duly elected and qualified, or until his earlier resignation or removal. Any
director may resign at any time upon written notice to the Corporation. Directors need not be stockholders.

Section 2 . Vacancies. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be
filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall
hold office until the next annual election and until their successors are duly elected and qualified, or until their earlier resignation or removal.



                                                                          4
Section 3 . Duties and Powers. The business of the Corporation shall be managed by or under the direction of the Board of Directors which
may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of
Incorporation or by these By-Laws directed or required to be exercised or done by the stockholders.

Section 4 . Meetings. The Board of Directors of the Corporation may hold meetings, both regular and special, either within or without the
State of Delaware. Regular meetings of the Board of Directors may be held without notice at such time and at such place as may from time to
time be determined by the Board of Directors. Special meetings of the Board of Directors may be called by the Chairman, if there be one, the
President, or any one (1) director. Notice thereof stating the place, date and hour of the meetings shall be given to each director either by mail
not less than forty-eight (48) hours before the date of the meeting, by telephone or telegram on twenty-four (24) hours' notice, or on such
shorter notice as the person or persons calling such meeting may deem necessary or appropriate in the circumstances.

Section 5 . Quorum. Except as may be otherwise specifically provided by law, the Certificate of Incorporation or these By-Laws, at all
meetings of the Board of Directors, a majority of the entire Board of Directors shall constitute a quorum for the transaction of business and the
act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors. If a quorum shall
not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be present.

Section 6 . Actions of Board. Unless otherwise provided by the Certificate of Incorporation or these By-Laws, any action required or
permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all the members
of the Board of Directors or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of
proceedings of the Board of Directors or committee.



                                                                         5
Section 7 . Meetings by Means of Conference Telephone . Unless otherwise provided by the Certificate of Incorporation or these By-Laws,
members of the Board of Directors of the Corporation, or any committee designated by the Board of Directors, may participate in a meeting of
the Board of Directors or such committee by means of a conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other, and participation in a meeting pursuant to the Section 7 shall constitute presence in
person at such meeting.

Section 8 . Committees. The Board of Directors may, by resolution passed by a majority of the entire Board of Directors, designate one or
more committees, each committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or
more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of any such
committee. In the absence or disqualification of a member of a committee, and in the absence of a designation by the Board of Directors of an
alternate member to replace the absent or disqualified member, the member or members thereof present at any meeting and not disqualified
from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any absent or disqualified member. Any committee, to the extent allowed by law and provided in the resolution
establishing such committee, shall have and may exercise all the powers and authority of the Board of Directors in the management of the
business and affairs of the Corporation. Each committee shall keep regular minutes and report to the Board of Directors when required.



                                                                       6
Section 9 . Compensation. The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and
may be paid for attendance at each meeting of the Board of Directors or a stated annual salary as director. Compensation may also consist of
such options, warrants rights, shares of capital stock or any other form of remuneration approved by the Board of Directors. No such payment
shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or
standing committees may be allowed like reimbursement of expenses for attending committee meetings.

Section 10 . Interested Directors. No contract or transaction between the Corporation and one or more of its directors or officers, or between
the Corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are
directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is
present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely
because his or their votes are counted for such purpose if (i) the material facts as to his or their relationship or interest and as to the contract or
transaction are disclosed or are known to the Board of Directors or their committee, and the Board of Directors or committee in good faith
authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors
be less than a quorum; or (ii) the material facts as to his or their relationship or interest and as to the contract or transaction are disclosed or are
known to the shareholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the
shareholders; or (iii) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified, by the Board of
Directors, a committee thereof or the shareholders. Common or interested directors may be counted in determining the presence of a quorum at
a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.
                                                                      ARTICLE IV
                                                                       OFFICERS

Section 1 . General. The officers of the Corporation shall be chosen by the Board of Directors and shall be a President and a Secretary. The
Board of Directors, in its discretion, may also choose a Chairman of the Board of Directors (who must be a director), Treasurer and one or
more Vice Presidents, Assistant Secretaries, Assistant Treasurers and other officers. Any number of offices may be held by the same person,
unless otherwise prohibited by law, the Certificate of Incorporation or these By-Laws. The officers of the Corporation need not be
stockholders of the Corporation nor, except in the case of the Chairman of the Board of Directors, need such officers be directors of the
Corporation.

Section 2 . Election. The Board of Directors at its first meeting held after each Annual Meeting of Stockholders shall elect the officers of the
Corporation who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from
time to time by the Board of Directors; and all officers of the Corporation shall hold office until their successors are chosen and qualified, or
until their earlier resignation or removal. Any officer elected by the Board of Directors may be removed at any time by the affirmative vote of
a majority of the Board of Directors. Any vacancy occurring in any office of the Corporation shall be filled by the Board of Directors. The
salaries of all officers of the Corporation shall be fixed by the Board of Directors.

Section 3 . Voting Securities Owned by the Corporation. Powers of attorney, proxies, waivers of notice of meeting, consents and other
instruments relating to securities owned by the Corporation may be executed in the name of and on behalf of the Corporation by the President
or any Vice President and any such officer may, in the name of and on behalf of the Corporation, take all such action as any such officer may
deem advisable to vote in person or by proxy at any meeting of security holders of any corporation in which the Corporation may own
securities and at any such meeting shall possess and may exercise any and all rights and power incident to the ownership of such securities and
which, as the owner thereof, the Corporation might have exercised and possessed if present. The Board of Directors may, by resolution, from
time to time confer like powers upon an-other person or persons.



                                                                           7
Section 4 . Chairman of the Board of Directors. The Chairman of the Board of Directors, if there be one, shall preside at all meetings of the
stockholders and of the Board of Directors. He shall be the Chief Executive Officer of the Corporation, and except where by law the signature
of the President is required, the Chairman of the Board of Directors shall "possess the same power as the President to sign all contracts,
certificates and other instruments of the Corporation which may be authorized by the Board of Directors. During the absence or disability of
the President, the Chairman of the Board of Directors shall exercise all the powers and discharge all the duties of the President. The Chairman
of the Board of Directors shall also perform such other duties and may exercise such other powers as from time to time may be assigned to him
by these By-Laws or by the Board of Directors.

Section 5 . President. The President shall, subject to the control of the Board of Directors and, if there be one, the Chairman of the Board of
Directors, have general supervision of the business of the Corporation and shall see that all orders and resolutions of the Board of Directors are
carried into effect. He shall execute all bonds, mortgages, contracts and other instruments of the Corporation requiring a seal, under the seal of
the Corporation, except where required or permitted by law to be otherwise signed and executed and except that the other officers of the
Corporation may sign and execute documents when so authorized by these By-Laws, the Board of Directors or the President. In the absence or
disability of the Chairman of the Board of Directors, or if there be none, the President shall preside at all meetings of the stockholders and the
Board of Directors. If there be no Chairman of the Board of Directors, the President shall be the Chief Executive Officer of the
Corporation. The President shall also perform such other duties and may exercise such other powers as from time to time may be assigned to
him by these By-Laws or by the Board of Directors.



                                                                        8
Section 6 . Vice-Presidents. At the request of the President or in his absence or in the event of his inability or refusal to act (and if there be
no Chairman of the Board of Directors), the Vice-President or the Vice-Presidents if there is more than one (in the order designated by the
Board of Directors) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the
restrictions upon the President. Each Vice-President shall perform such other-duties and have such other powers as the Board of Directors
from time to time may prescribe. If there be no Chairman of the Board of Directors and no Vice-President, the Board of Directors shall
designate the officer of the Corporation who, in the absence of the President or in the event of the inability or refusal of the President to act,
shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the
President.

Section 7 . Secretary. The Secretary shall attend all meetings of the Board of Directors and all meetings of stockholders and record all the
proceedings thereat in a book or books to be kept for that purpose; the Secretary shall also perform like duties for the standing committees
when required. The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of
Directors, and shall perform such other duties as may be prescribed by the Board of Directors or President, under whose supervision he shall
be. If the Secretary shall be unable or shall refuse to cause to be given notice of all meetings of the stockholders and special meetings of the
Board of Directors, and if there be no Assistant Secretary, then either the Board of Directors or the President may choose another officer to
cause such notice to be given. The Secretary shall have custody of the seal of the Corporation and the Secretary or any Assistant Secretary, if
there be one, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the signature of the
Secretary or by the signature of any such Assistant Secretary. The Board of Directors may give general authority to any' other officer to affix
the seal of the Corporation and to attest the affixing by his signature. The Secretary shall see that all books, reports, statements, certificates and
other documents and records required by Law to be kept or filed are properly kept or filed, as the case may be.



                                                                          9
Section 8 . Treasurer. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the
credit of the Corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the
Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render unto the President
and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his transactions as Treasurer
and of the financial condition of the Corporation. If required by the Board of Directors, the Treasurer shall give the Corporation a bond in such
sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his office and
for the restoration to the Corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money
and other property of whatever kind in his possession or under his control belonging to the Corporation.

Section 9 . Assistant Secretaries. Except as may be otherwise provided in these By-Laws, Assistant Secretaries, if there be any, shall
perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors, the President, any
Vice-President, if there be one, or the Secretary, and in the absence of the Secretary or in the event of his disability or refusal to act, shall
perform the duties of the Secretary, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Secretary.

Section 10 . Assistant Treasurers. Assistant Treasurers, if there be any, shall perform such duties and have such powers as from time to time
may be assigned to them by the Board of Directors, the President, any Vice-President, if there be one, or the Treasurer, and in the absence of
the Treasurer or in the event of his disability or refusal to act, shall perform the duties of the Treasurer, and when so acting, shall have all the
powers of and be subject to all the restrictions upon the Treasurer. If required by the Board of Directors, an Assistant Treasurer shall give the
Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance
of the duties of his office and for the restoration to the Corporation, in case of his death, resignation, retirement or removal from office, of all
books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Corporation.

Section 11 . Other Officers. Such other officers as the Board of Directors may choose shall perform such duties and have such powers as
from time to time may be assigned to them by the Board of Directors. The Board of Directors may delegate to any other officer of the
Corporation the power to choose such other officers and to prescribe their respective duties and powers.

                                                                   ARTICLE V
                                                                    STOCK

Section 1 . Form of Certificates. Every holder of stock in the Corporation shall be entitled to have a certificate signed, in the name of the
Corporation (i) by the Chairman of the Board of Directors, the President or a Vice-President and (ii) by the Treasurer or an Assistant Treasurer,
or the Secretary or an Assistant Secretary of the Corporation, certifying the number of shares owned by him in the Corporation.



                                                                         10
Section 2 . Signatures. Any or all of the signatures on the certificate may be by facsimile. In case any officer, transfer agent or registrar who
has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before
such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the
date of issue.
Section 3 . Lost Certificates. The Board of Directors may direct a new certificate to be issued in place of any certificate theretofore issued
by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the
certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate, the Board of Directors may, in its
discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate, or his legal
representative, to advertise the same in such manner as the Board of Directors shall require and/or to give the Corporation a bond in such sum
as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been
lost, stolen or destroyed.

Section 4 . Transfers. Stock of the Corporation shall be transferable in the manner prescribed by law and in these By-Laws. Transfers of
stock shall be made on the books of the Corporation only by the person named in the certificate or by his attorney lawfully constituted in
writing and upon the surrender of the certificate therefor, which shall be canceled before a new certificate shall be issued.

Section 5 . Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or entitled to express consent to corporate action in writing without a meeting, or entitled to receive
payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion
or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be
more than sixty days nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination
of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the Board of Directors may fix a new record date for the adjourned meeting.



                                                                        11
Section 6 . Beneficial Owners. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the
owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as
the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares of the part of any
other person, whether or not it shall have express or other notice thereof, except as otherwise provided by law.

                                                                  ARTICLE VI
                                                                   NOTICES

Section 1 . Notices. Whenever written notice is required by law, the Certificate of Incorporation or these By-Laws, to be given to any
director, member of a committee or stockholder, such notice may be given by mail, addressed to such director, member of a committee or
stockholder, at his address as it appears on the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be
given at the time when the same shall be deposited in the United States mail. Written notice may also be given personally or by telegram, telex
or cable.

Section 2 . Waivers of Notice. Whenever any notice is required by law, the Certificate of Incorporation or these By-Laws, to be given to any
director, member of a committee or stockholder, a waiver thereof in writing, signed, by the person or persons entitled to said notice, whether
before or after the time stated therein, shall be deemed equivalent thereto.



                                                                       12
                                                               ARTICLE VII
                                                           GENERAL PROVISIONS

Section 1 . Dividends. Dividends upon the capital stock of the Corporation, subject to the provisions of the Certificate of Incorporation, if
any, may be declared by the Board of Directors at any regular or special meeting, and may be paid in cash, in property, or in shares of the
capital stock. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or
sums as the Board of Directors from time to time, in its absolute discretion, deems proper as a reserve or reserves to meet contingencies, or for
equalizing dividends, or for repairing or maintaining any property of the Corporation, or for any proper purpose, and the Board of Directors
may modify or abolish any such reserve.

Section 2 . Disbursements. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such
other person or persons as the Board of Directors may from time to time designate.
Section 3 . Fiscal Year. The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

Section 4 . Corporate Seal. The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the
words "Corporate Seal, Delaware". The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or
otherwise.



                                                                       13
                                                          ARTICLE VIII
                                            INDEMNIFICATION AND DIRECTORS' LIABILITY

Section 1 . Indemnification of Directors and Officers. The Corporation shall be required, to the fullest extent authorized by Section 145 of
the General Corporation Law of the State of Delaware (the "GCL"), as the same may be amended and supplemented, to indemnify any and all
directors and officers of the Corporation.

                                                                 ARTICLE IX
                                                                AMENDMENTS

Section 1. These By-Laws may be altered, amended or repealed, in whole or in part, or new By-Laws may be adopted by the stockholders or
by the Board of Directors, provided, however, that notice of such alteration, amendment, repeal or adoption of new By-Laws be contained in
the notice' of such meeting of stockholders or Board of Directors, as the case may be. All such amendments must be approved by either the
holders of a majority of the outstanding capital stock entitled to vote thereon or by a majority of the entire Board of Directors then in office.

Section 2 . Entire Board of Directors. As used in this Article IX and in these By-Laws generally, the term "entire Board of Directors" means
the total number of directors which the Corporation would have if there were no vacancies.
Exhibit 5.1




September 30, 2009



Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549

       Re:     Midas Medici Group Holdings, Inc.
               Registration Statement on Form S-1

Ladies and Gentlemen:

 Reference is made to the Registration Statement on Form S-1, Registration No. 333-161522 (the ―Registration Statement‖) filed with the
Securities and Exchange Commission by Midas Medici Group Holdings, Inc., a Delaware corporation (the ―Company‖), under the Securities
Act of 1933, as amended (the ―Act‖), covering an underwritten public offering of (i) 500,000 shares of the Company's common stock, par value
$0.001 per share (the ―Common Stock‖), (ii) up to 50,000 shares of Common Stock (the ―Over-Allotment Shares‖) for which the underwriters
have been granted an over-allotment option and (iii) up to 25,000 shares of Common Stock (the ―Purchase Option Shares‖) which
_______________, acting as representative of the underwriters, will have the right to purchase (the ―Purchase Option‖) for its own account or
that of its designees.

 We have examined such documents and considered such legal matters as we have deemed necessary and relevant as the basis for the opinion
set forth below. With respect to such examination, we have assumed the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all documents submitted to us as reproduced or certified copies, and the
authenticity of the originals of those latter documents. As to questions of fact material to this opinion, we have, to the extent deemed
appropriate, relied upon certain representations of certain officers of the Company.

 Based upon the foregoing, we are of the opinion that:

 1. The Common Stock and the Over-Allotment Shares when issued and sold in accordance with and in the manner described in the
Underwriting section of the Registration Statement, will be duly authorized, validly issued, fully paid and non-assessable.

 2. The Purchase Option, if and when paid for in accordance with the terms of the underwriting agreement between the Company and the
representative of the underwriters or the Purchase Option, as applicable, will be a valid and binding obligation of the Company.

 3. The Purchase Option Shares, when issued, delivered, sold and paid for upon exercise of the Purchase Option, as contemplated by the
Purchase Option and the Registration Statement, will be duly authorized, validly issued, fully paid and non-assessable.

 We are opining solely on (i) with respect to the opinions expressed in paragraphs (1) and 3 above, all applicable statutory provisions of
Delaware corporate law, including the rules and regulations underlying those provisions, all applicable provisions of the Constitution of the
State of Delaware and all applicable judicial and regulatory determinations, and (ii) with respect to the opinions expressed in paragraph (2)
above, the laws of the State of New York.

 In addition, the foregoing opinions are qualified to the extent that (a) enforceability may be limited by and be subject to general principles of
equity, regardless of whether such enforceability is considered in a proceeding in equity or at law (including, without limitation, concepts of
notice and materiality), and by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' and debtors'
rights generally (including, without limitation, any state or federal law in respect of fraudulent transfers); (b) no opinion is expressed herein as
to compliance with any federal or state consumer protection or antitrust laws, rules, or regulations, or any municipal or local laws and
ordinances; (c) no opinion is expressed herein as to the enforceability of the indemnification provisions contained in any agreement, to the
extent such provisions may be unenforceable under federal or state securities laws; (d) no opinion is expressed herein as to compliance with or
the effect of federal or state securities or blue sky laws; (e) no opinion is expressed herein as to federal and state laws, regulations and policies
concerning (i) a national or local emergency, (ii) possible judicial deference to acts of sovereign states, (iii) civil and criminal forfeiture laws,
(iv) conscionability or other provisions that might violate public policy or (v) usury; and (f) no opinion is expressed herein as to (i)
survivability or severability provisions, (ii) any provision purporting to make oral modifications unenforceable or which limits the applicability
of the doctrine of promissory estoppel, (iii) choice of law or venue provisions, (iv) any provision that prohibits assignment by operation of law
or in any other respect that may be deemed unreasonable under the circumstances, or (v) any arbitration provisions.

 We hereby consent to the use of this opinion as an exhibit to the Registration Statement, to the use of our name as your counsel and to all
references made to us in the Registration Statement and in the prospectus forming a part thereof. In giving this consent, we do not hereby admit
that we are in the category of persons whose consent is required under Section 7 of the Act, or the rules and regulations promulgated
thereunder.

                                                                          Very truly yours,

                                                                          By: Sichenzia Ross Friedman Ference LL P
Exhibit 10.5

                                                 CAPITAL COMMITMENT AGREEMENT

        UtiliPoint International, Inc., a New Mexico corporation (― UtiliPoint ‖) has contributed and shall continue to contribute monies to
The Intelligent Project, LLC, a Delaware limited liability company (the ― Company ‖) in such amounts and at such times as the Company
determines, in its sole discretion, up to the sum of $200,000. On the date hereof, UtiliPoint has advanced the sum of $0.

         1.         Contribution Obligation . UtiliPoint hereby commits to make capital contributions to the Company in an aggregate amount
up to $200,000 at such times and in such amounts as requested by the Company in writing; provided that, in no event will any single request
for a capital contribution be for an amount greater than $25,000. The Company will give UtiliPoint not less than ten (10) days written notice
before each such capital contribution is due, and will specify in the notice the date the capital contribution will be due and the amount of the
capital contribution (a ― Capital Call Notice ‖). In addition, IP shall make no new requests until at least 10 days has passed since the last
previous Capital Call Notice. UtiliPoint shall make all capital contributions to the Company by wire transfer of immediately available funds, in
U.S. Dollars, to the bank account of the Company as shall be designated in the notice. UtiliPoint‘s obligation to make capital commitments
hereunder shall terminate on the one (1) year anniversary of this Capital Commitment Agreement.

         2.         Default . The Company is entitled to enforce the obligations of UtiliPoint to make the capital contributions specified in this
Capital Commitment Agreement. The Company has all rights and remedies available at law or equity if any such capital contribution is not so
made. No part of any distribution pursuant to the Company‘s limited liability company agreement shall be paid to UtiliPoint if there is then
due and owing to the Company, at the time of such distribution, any amount required to be paid to the Company by UtiliPoint hereunder. The
Company may either (i) apply all or part of any such withheld distribution in satisfaction of the amount then due to the Company from
UtiliPoint or (ii) withhold such distribution until all amounts then due are paid to the Company by UtiliPoint. Upon payment of all amounts
due to the Company (by application of withheld distributions or otherwise), the Company shall distribute any unapplied balance of any such
withheld distribution to UtiliPoint. No interest shall be payable on the amount of any distribution withheld by the Company pursuant to this
Section Notwithstanding the foregoing, Company acknowledges that Knox Lawrence International, LLC, a Delaware limited liability
company (― KLI ‖) intends to make capital contributions to UtiliPoint in the aggregate amount of $200,000 (in a similar manner to previous
contributions), which UtiliPoint intends to use to satisfy its obligations hereunder. Notwithstanding anything to the contrary herein, it shall not
be a default by UtiliPoint under this Capital Commitment Agreement if it fails to make a capital contribution because it has not received
sufficient funds from KLI to make such capital contribution.

        3.         Assignment . The rights and obligations of the Company and UtiliPoint will be binding upon and inure to the benefit of the
successors, assigns, heirs, administrators and transferees of the parties.



                                                                        1
         4.        Waiver and Amendment . Any provision of this Capital Commitment Agreement may be amended, waived or modified
upon the written consent of the Company and UtiliPoint.

         5.         Notices . Any notices, requests, demands and other communications required or permitted to be given under this Agreement
will be in writing and, except as otherwise specified in writing, will be given by personal delivery, facsimile transmission, express courier
service or by registered or certified mail, postage prepaid, return receipt requested:

       If to UtiliPoint :      6000 Uptown Blvd.
                               Suite 314
                               Albuquerque, NM 87110
                               Attn: CD Hobbs
                               Telephone: (505) 244-7600
                               Facsimile: (505) 244-7658

      If to Company            Purdue Research Park
                               3000 Kent Avenue
                               West Lafayette, IN 47906-1075
                               Attn:      David E. Steele
                               Telephone: (765) 588-3838
                               Facsimile: (314) 824-0404

or to such other addresses as either party hereto may from time to time give notice of (complying as to delivery with the terms of this Section 5)
to the other. Notice by registered or certified mail will be effective three days after deposit in the United States mail. Notice by any other
permitted means will be effective upon receipt.

         6.        Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.

         7.       Severability . If one or more provisions of this Capital Commitment Agreement are held to be unenforceable under
applicable law, such provision shall be excluded from this Capital Commitment Agreement and the balance of the Capital Commitment
Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms.

         8.        Time of the Essence . Time is of the essence of this Capital Commitment Agreement.

         9.      Headings; References . All headings used herein are used for convenience only and will not be used to construe or interpret
this Capital Commitment Agreement. Except where otherwise indicated, all references herein to Sections refer to Sections hereof.




                                                         [Signatures on following page]




                                                                        2
         IN WITNESS WHEREOF, the parties have caused this Capital Commitment Agreement to be entered into as of July 1, 2009.




THE COMPANY

The Intelligent Project, LLC

By :__ /s/ David E. Steele __________

Name: _ David E. Steele ___________

Title: _ Senior Managing Director _____


UTILIPOINT
UtiliPoint International, Inc.

By: /s/ CD Hobbs _________________
Name: _ CD Hobbs ________________
Title: President & CEO _____________




                                                                  3
Exhibit 10.6

                                                           Agreement to be Bound
                                               to the Limited Liability Company Agreement
                                                       of The Intelligent Project, LLC

                                                                July 1, 2009

 Reference is hereby made to that certain Limited Liability Company Agreement dated as of May 22, 2009 (as amended and in effect from
time to time, the ― LLC Agreement ‖), among The Intelligent Project, LLC, a Delaware limited liability company (the ― Company ‖), and the
Members (as defined therein).

 The undersigned, CD Hobbs, not individually but on behalf of UtiliPoint International, Inc. (― UtiliPoint ‖) in order to enable UtiliPoint to
become the holder of Company Interests, hereby acknowledges that the undersigned has read the LLC Agreement and agrees that by the
undersigned‘s execution hereof (a) the undersigned acknowledges that UtiliPoint shall be deemed a ―Member‖ with respect to its Company
Interests for all purposes of the LLC Agreement; (b) UtiliPoint shall comply with and be bound by all terms and provisions applicable to
―Members‖ under the LLC Agreement; and (c) UtiliPoint makes the representations and warranties contained in Article 12 of the LLC
Agreement. This Agreement to be Bound (this ― Agreement ‖) shall take effect and shall become a part of the LLC Agreement immediately
upon execution.

 UtiliPoint International, Inc. shall receive a 60% Percentage Interest in the Company. The issuance of additional equity will dilute the
existing members of the Company as set forth on page 21 of the Company pitch book (attached to this agreement), it being further agreed that
the issuance of equity of the Company of up to 12% (instead of 8% as set forth in the pitch book) to Netcom will only further dilute KLI IP
Holding. Except as set forth on page 21 of the pitch book, the issuance of additional equity will dilute the members pro rata.

 This Agreement may be executed in two counterparts with the same effect as if the parties hereto had signed the same document. The
counterparts shall be construed together and shall constitute one instrument. Signatures sent by fax shall constitute originals.

                                             [The rest of this page is left blank intentionally.]




                                                                      1
Executed as of the date first set forth above under the laws of the State of Delaware.

                                                                       UtiliPoint International, Inc.

                                                                       By: /s/ CD Hobbs
                                                                             Name: CD Hobbs
                                                                             Title: President and CEO
 ACCEPTED AND AGREED:

 The Intelligent Project, LLC


/s/ David E. Steele
Name: David E. Steele
Title: Senior Managing Director




                                                                        2
Exhibit 10.7

                                                        CONSULTING AGREEMENT

        THIS CONSULTING AGREEMENT entered into as of this 1st day of July, 2009 between UtiliPoint International, Inc., a New
Mexico corporation (the ― Company ‖) and KLI IP Holding Inc., a Delaware corporation (― Consultant ‖).

         WHEREAS, the Company desires to engage Consultant to provide certain services for the Company, and Consultant desires to
provide the same to Company.

         NOW, THEREFORE, in consideration of the premises and the mutual promises set forth herein, the parties agree as follows:

         1. For a period of twenty-four (24) months beginning on July 1, 2009 (the ― Consulting Period ‖) Consultant shall serve as a
consultant to the Company on matters pertaining to the joint business and marketing efforts of the Company and The Intelligent Project, LLC, a
Delaware limited liability company. Consultant‘s services shall include consultation with and advice to directors and officers of the Company.

         2. During the Consulting Period, the Company shall be entitled to Consultant‘s services for reasonable times when and to the extent
requested by, and subject to the direction of, the Chairman and Chief Executive Officer of the Company. Consultant‘s services shall be
provided by Consultant‘s employees, officer and managers. Company acknowledges and agrees that Consultant will not be required to devote
Consultant‘s (or any of its employees, officers, or managers) full-time and business efforts to the duties of Consultant specified in this
Agreement. So long as Consultant accomplishes the services requested, it shall be left to the professional judgment of the Consultant as to the
amount of time and the manner necessary to perform the services.

         3. Consultant‘s services shall be rendered from its office, unless by mutual agreement from time to time arrangements are made for
those services to be rendered elsewhere. Reasonable travel and living expenses necessarily incurred by Consultant‘s officers, managers or
employees to render services at locations other than its office shall be reimbursed by the Company promptly upon receipt of proper statements
with regard to the nature and amount of those expenses. Those statements shall be furnished to the Company monthly at the end of each
calendar month of the Consulting Period during which any of those expenses are incurred. In the performance of services for which travel and
living expenses are incurred, the Consultant will follow the procedures of UtiliPoint set forth on Exhibit A , annexed hereto and made a part
hereof.

         4. Consultant shall have no authority to bind Company by or to any obligation, agreement, promise or representation without first
obtaining the written approval of the Chairman, President or Chief Executive Officer of the Company. Consultant shall not incur any liability
on behalf of Company or in any way represent or bind Company in any manner or thing whatsoever and nothing herein shall be deemed to
constitute either party the agent or legal representative of the other. Consultant shall not have the authority and shall not represent that it has
authority to approve check requests or to order, purchase or otherwise obtain any equipment, supplies, services or other materials on behalf of
Company. If the Chairman, President or Chief Executive Officer of the Consultant shall happen to be serving in a management role with the
Company at any time, then he shall not have the authority to represent both the Company and the Consultant as to the same contract or matter,
nor to authorize the expenditure of funds of either the Company or the Consultant that benefit him personally, such as travel or living expenses,
except as otherwise approved by the Board of the Company.

         5. In consideration of Consultant‘s entering into this Agreement, the Company has agreed to compensate the Consultant with a grant
of Company stock options to purchase 850 shares of the common stock of the Company pursuant to a Stock Option Agreement in substantially
the form attached hereto as Exhibit B .



                                                                         1
         6. It is expressly acknowledged by the parties that Consultant will be an independent contractor and nothing in this Agreement will
be construed to create an employer/employee relationship, an agency relationship, a joint venture relationship or a partnership with Company.

         7. Each of the parties covenants and agrees that it will comply with all applicable federal, state and local laws, rules and regulations
and pertinent provisions of all contracts, permits and pertinent agreements to which it is a party or is otherwise bound that relate to this
Agreement.

        8. Consultant shall be responsible for withholding, paying, and reporting any and all required federal, state or local income,
employment and other taxes and charges. Consultant understands and agrees that Company will make no deduction from payments to
Consultant for federal or state tax withholdings, social security, unemployment, workers‘ compensation or disability insurance.

         9. Consultant agrees that it will not without the Company‘s consent disclose to anyone (other than its employees, officer, managers
or agents assisting Consultant with the performance of its services hereunder) any trade secrets of the Company or any confidential or
non-public information relating to the Company‘s business, operations or prospects.

          10. This Agreement may be terminated by Company or Consultant without cause in their sole discretion by providing the other party
with at least ninety (90) calendar days‘ advance written notice (the ― Notice Period ‖). If the Consultant terminates this Agreement without
cause prior to the first anniversary of the commencement of the Term, then the Consultant shall forfeit and return to the Company any
unexercised options that the Consultant shall have received pursuant to Paragraph 5 above.

          11. It is understood and agreed by the parties that the services of Consultant are unique and personal in nature and the Consultant
shall not delegate or assign all or any portion of its required performance to any non-affiliated individual, firm or entity.

         12. No waiver, amendment or modification of any provision of this Agreement shall be effective unless in writing and signed by
both parties. No failure or delay by either party in exercising any right, power or remedy under this Agreement shall operate as a waiver of any
such right, power or remedy.

         13.   This Agreement shall be binding upon and inure to the benefit of the heirs, successors, and assigns of the parties hereto.

         14. Any notices, requests, demands and other communications required or permitted to be given under this Agreement will be in
writing and, except as otherwise specified in writing, will be given by personal delivery, facsimile transmission, express courier service or by
registered or certified mail, postage prepaid, return receipt requested:


If to Company:            6000 Uptown Blvd.
                          Suite 314
                          Albuquerque, NM 87110
                          Attn: CD Hobbs
                          Telephone: (505) 244-7600
                          Facsimile: (505) 244-7658


If to Consultant:             c/o Knox Lawrence International, LLC
                              445 Park Avenue, 20 th Floor
                              New York, New York 10022
                              Attn: Nana Baffour
                              Telephone: (212) 792-092
                              Facsimile: (212) 792-09580



                                                                        2
or to such other addresses as either party hereto may from time to time give notice of (complying as to delivery with the terms of this Section
14) to the other. Notice by registered or certified mail will be effective three days after deposit in the United States mail. Notice by any other
permitted means will be effective upon receipt.

         15. If any provision of this Agreement shall be held by a court of competent jurisdiction to be contrary to law, the remaining
provisions of this Agreement shall remain in full force and effect.

         16. This Agreement and the Exhibits attached hereto constitute the entire Agreement between the parties concerning the subject
matter hereof and supersede all prior negotiations and discussions with respect to such subject matter. This Agreement may be modified in
writing only, signed by the parties hereto.

         17. The remedies hereunder shall be cumulative and not alternatives; the election of one remedy for a breach shall not preclude
pursuit of other remedies.

         18. Whenever required by the context, references herein to the singular shall include the plural and the masculine gender shall
include the feminine gender. For the purposes of this Agreement, unless the context clearly requires otherwise, ―or‖ is not exclusive and
―including‖ shall mean ―including, but not limited to.‖

         19. The section and other headings contained in this Agreement are for reference purposes only and shall not affect the interpretation
of this Agreement.

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

                                                  [Remainder of page intentionally left blank]



                                                                        3
                                                [Signature page to Consulting Agreement]

           IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above
written.


                                                                   COMPANY
                                                                   UtiliPoint International, Inc .

                                                                   By: /s/ CD Hobbs
                                                                        Name: CD Hobbs
                                                                        Title: Chief Executive Officer


                                                                   CONSULTANT
                                                                   KLI IP Holding Inc.

                                                                   By: /s/ Nana Baffour
                                                                        Name: Nana Baffour
                                                                        Title: Managing Director




                                                                   4
      Exhibit A

UtiliPoint Procedures

  [Attached hereto]




         5
                                                             UtiliPoint Procedures

The Board of Directors of UtiliPoint International, Inc. recognizes that its board members, officers, and employees (―Personnel‖) may be
required to travel or incur other expenses from time to time to conduct ministry business and to further the mission The purpose of this Policy
is to ensure that (a) adequate cost controls are in place, (b) travel and other expenditures are appropriate, and (c) to provide a uniform and
consistent approach for the timely reimbursement of authorized expenses incurred by Personnel. It is the policy of UtiliPoint International, Inc.
to reimburse only reasonable and necessary expenses actually incurred by Personnel.

When incurring business expenses, UtiliPoint expects Personnel to:
     Exercise discretion and good business judgment with respect to those expenses.
    cost conscious and spend money as carefully and judiciously as the individual would spend his or her own funds.
        Be
     Report expenses, supported by required documentation, as they were actually spent.

Expense Report

Expenses may not be reimbursed unless the individual requesting reimbursement submits a timely, written Expense Report. The Expense
Report, which shall be submitted at least monthly must include:
    • The individual‘s name
    • If reimbursement for travel is requested, the date, origin, destination and purpose of the trip, including a description of each
      organization-related activity during the trip.
    • The name and affiliation of all people for whom expenses are claimed (i.e., people on whom money is spent (e.g., gifts, meals) in order
       to conduct [name of organization]‘s business).
    • An itemized list of all expenses for which reimbursement is requested.

Receipts

Receipts are requested for all expenditures. No expense in excess of $20 will be reimbursed with approval to Personnel unless the individual
requesting reimbursement submits with the Expense Report written receipts from each vendor showing the vendor‘s name, a description of the
services provided (if not otherwise obvious), the date, and the total expenses, including tips (if applicable). A credit card receipt or statement
may be used to document the vendor and date of an expense, provided other required details of the expenditure are fully documented.

Credit Cards

UtiliPoint does not currently have a corporate credit card, however if a corporate credit card is issued to personnel for travel (and other)
organization-related expenses, the requirements for regular expense reports, explaining charges, as described above under ―Expenses Reports‖
must still be met, and charges may not be made for ―Non-Reimbursable Expenditures‖ as described below. Failure to meet the Expense Report
requirements, or making of inappropriate charges will result in loss of the credit card and Personnel will owe UtiliPoint for any
―Non-Reimbursable Expenditures‖.



                                                                        6
General Travel Requirements

Necessity of Travel
In determining the reasonableness and necessity of travel expenses, Personnel and the person authorizing the travel shall consider the ways in
which UtiliPoint will benefit from the travel and weigh those benefits against the anticipated costs of the travel. The same considerations shall
be taken into account in deciding whether the benefits outweigh the costs, less expensive alternatives, such as participation by telephone or
video conferencing, or the availability of local programs or training opportunities, shall be considered.

Air Travel
General. Air travel reservations should be made as far in advance as possible in order to take advantage of reduced fares. Frequent Flyer Miles
and Compensation for Denied Boarding. Personnel traveling on behalf of UtiliPoint may accept and retain frequent flyer miles and
compensation for denied boarding for their personal use.

Lodging
Personnel traveling on behalf of UtiliPoint may be reimbursed at the single room rate for the reasonable cost of hotel accommodations.
Convenience, the cost of staying in the city in which the hotel is located, and proximity to other venues on the individual‘s itinerary shall be
considered in determining reasonableness. Personnel shall make use of available corporate and discount rates for hotels.

Out-Of-Town Meals
Personnel traveling on behalf of UtiliPoint are reimbursed on a per meal basis a when they actually incur the cost of a meal. They will not be
reimbursed for meals paid for or provided by others.

Ground Transportation
Employees are expected to use the most economical ground transportation appropriate under the circumstances and should generally use the
following, in this order of desirability:
Courtesy Cars. Many hotels have courtesy cars, which will take you to and from the airport at no charge. Employees should take advantage of
this free service whenever possible. Another alternative may be a shuttle or bus.
Taxis. When courtesy cars and airport shuttles are not available, a taxi is often the next most economical and convenient form of transportation
when the trip is for a limited time and minimal mileage is involved.
Rental Cars. Car rentals are expensive so other forms of transportation should be considered when practical. Employees will be allowed to rent
a car while out of town provided that the cost is less than alternative methods of transportation.



                                                                       7
Personal Cars
Personnel are compensated for use of their personal cars when used for business. When individuals use their personal car for such travel,
including travel to and from the airport, mileage will be allowed at the currently approved IRS rate per mile. In the case of individuals using
their personal cars to take a trip that would normally be made by air, mileage will be allowed at the currently approved rate; however, the total
mileage reimbursement will not exceed the sum of the lowest available round trip coach airfare unless otherwise approved.

Parking/Tolls
Parking and toll expenses, including charges for hotel parking, incurred by Personnel traveling on organization business will be reimbursed.
The costs of parking tickets, fines, car washes, etc., are the responsibility of the employee and will not be reimbursed. On-airport parking is
permitted for short business trips. For extended trips, Personnel should use off-airport facilities.

Entertainment and Business Meetings
Reasonable expenses incurred for business meetings or other types of business-related entertainment will be reimbursed only if the
expenditures are approved and qualify as tax deductible expenses. Detailed documentation for any such expense must be provided, including:

•        Date and place of entertainment
•        Nature of expense
•        Name, titles, and corporate affiliation of those entertained
•        A complete description of the business purpose for the activity including the specific business matter discussed
•        Vendor receipts (not credit card receipts or statements) showing the vendor‘s name, a description of the services provided, the date, and
the total expenses, including tips (if applicable).

Client Reimbursed Travel
If there is any conflict between UtiliPoint‘s travel and expense policy and a Client‘s, the Client‘s policy will be followed. Personnel may, for
example, fly business or first class as long as the Client agrees to reimburse for such an expense.

Other Expenses
Reasonable ministry-related telephone and fax charges due to absence of Personnel from the individual‘s place of business are reimbursable. In
addition, reasonable and necessary gratuities that are not covered under meals may be reimbursed.

Non-reimbursable Expenditures
UtiliPoint maintains a strict policy that expenses in any category that could be perceived as lavish or excessive may not be reimbursed at
UtiliPoint‘s discretion. Expenses that UtiliPoint has the right to deny unless prior approval is received from the reporting manager or UtiliPoint
CEO, COO, or CFO include , but are not limited to:
•       Travel insurance
•       First class tickets
•       Limousine travel
•       Membership dues at any country club, private club, athletic club, golf club, tennis club or similar recreational organization
•       Participation in or attendance at golf or tennis tournaments, NASCAR races or other sporting events, without the advance approval of
UtiliPoint‘s CEO or his designee
•       Purchase of sporting equipment
•       Spa or exercise charges
•       Clothing purchases
•       Business entertainment
•       Car washes
•       Toiletry articles
•       Expenses for spouses, friends, or relatives. If a spouse, friend or relative accompanies Personnel on a trip, it is the responsibility of the
Personnel to determine any added cost for double occupancy and related expenses and to make the appropriate adjustment in the
reimbursement request.



                                                                         8
       Exhibit B

Stock Option Agreement

   [Attached hereto]




 4815-0860-5700, v. 5




          9
                                                        UtiliPoint International, Inc.

STOCK OPTION AGREEMENT

 This STOCK OPTION AGREEMENT (the ―Agreement‖) is made and entered into effective as of the 1st day of July, 2009 (―Grant Date‖) by
and between UtiliPoint International, Inc. (―UtiliPoint‖), a New Mexico corporation, and KLI IP Holding Inc., a Delaware corporation having a
business address at Knox Lawrence International, LLC, 445 Park Avenue, 20th Floor, New York, NY 10022 (―Optionee‖).

WHEREAS Optionee is a consultant to UtiliPoint and;

WHEREAS UtiliPoint desires to grant to Optionee the option to acquire up to eight hundred fifty (850) shares of UtiliPoint‘s common stock in
accordance with the terms and conditions set forth herein.

NOW THEREFORE, in consideration of the premises herein contained and the benefits to be derived from the mutual observance of the
covenants hereinafter set forth, the parties to this Agreement agree as follows:


1.     GRANT OF OPTION . SUBJECT TO ANY VESTING PROVISIONS SET FORTH HEREIN, UTILIPOINT HEREBY
GRANTS TO OPTIONEE, AND THE OPTIONEE ACCEPTS ON THE TERMS SET FORTH IN THIS AGREEMENT, AN
OPTION (THE ―OPTION‖) TO PURCHASE A TOTAL OF EIGHT HUNDRED FIFTY (850) SHARES OF UTILIPOINT'S
COMMON STOCK (THE ―OPTION SHARES‖). THIS OPTION IS NOT GRANTED UNDER THE COMPANY‘S STOCK
OPTION AGREEMENT ―2009 PLAN‖.

2.        Option Vesting Dates . Upon the execution of this Agreement by UtiliPoint and the Optionee, Optionee shall become fully vested
with the right, but not the obligation, to exercise this Option and to purchase the Option Shares at any time on and after the Grant Date.

3.        [Reserved] .

4.        Exercise of Option . Optionee may purchase any or all of the Option Shares at any time during the Option Term (as hereinafter
defined) all or any portion of the Option Shares.

5.       Term of Option . The term of this Agreement (the ―Option Term‖) shall commence on the Grant Date and shall expire on the fifth
anniversary of the Grant Date (the ―Termination Date‖). To the extent that Optionee shall not have exercised his right to purchase all of the
Option Shares in which it has acquired a vested option right (the ―Option Right‖) prior to the Termination Date, such Option Right shall expire
and become null and void.

6.       Exercise Price . The exercise price to be paid by Optionee for each of the Option Shares (the ―Exercise Price‖) to be acquired
hereunder shall be Fifty Dollars ($50), the indicated estimated fair market value of a common share of UtiliPoint as of the Grant Date. The
Optionee may chose to pay the Exercise Price, in his sole discretion, as follows:

 (a) in cash at the time of exercise,

 (b) Net Exercise Rights . Notwithstanding the payment provisions set forth in this Section, the Optionee may elect to receive the number of
Option Shares equal to the value (as determined below) of this Option by surrender of this Option at the principal office of UtiliPoint together
with notice of such election, in which event UtiliPoint shall issue to the Optionee the number of shares of Common Stock determined by use of
the following formula:


               X=             Y(A-b)
                                A


                     Wh X = the number of shares of Common Stock to be issued to the Optionee.
ere:                    Y = the number of shares of Option Share subject to this Option.
                        A = the Fair Market Value (as defined below) of one (1) Option Share.
                        B = Exercise Price per Option Share.
For purposes of this Agreement, ―Fair Market Value‖ of an Option Share as of a particular date shall mean:(i)If the UtiliPoint common shares
are registered under the Securities and Exchange Act of 1933, as amended, and traded on a securities exchange or electronic trading network,
then the Fair Market Value of a share shall be the closing price (the last reported sales price, if not so reported, the average of the last reported
bid and asked prices) of the UtiliPoint's common stock as of the last business day immediately prior to the exercise of this Option.(ii)If
UtiliPoint's common shares are not so registered, then the Fair Market Value of a share of Common Stock shall be the value of the
consideration upon the closing of an acquisition; fair value as per UtiliPoint's board or, if the Optionee objects within 10 day of notice of the
board‘s Fair Market Value determination, an independent valuation expert mutually acceptable to the parties shall be engaged to determine the
Fair Market Value.

 (c)       in such other manner as may be determined by the Compensation Committee (the ―Committee‖) appointed by the Board of Directors
of UtiliPoint.

 (d)       Upon surrender of this Option, and a duly and executed form of Shareholder Agreement, and payment of the Exercise Price,
UtiliPoint shall cause to be issued and delivered to the Optionee or such other person as the Optionee may designate in writing a certificate(s)
for the number of full Option Shares so purchased upon the exercise of this Option. Such certificate(s) shall be deemed to have been issued and
any person so designated to be named therein shall be deemed to have become a holder of record of the Option Shares as of the date of the
surrender of this Option, and the duly completed and executed Shareholder Agreement, and payment of the Exercise Price. If this Option is
exercised in part, a new Option certificate of the same tenor and for the number of Option Shares not exercised shall be executed by UtiliPoint.

7.        Common Stock Restrictions . Optionee acknowledges that any Option Shares which are acquired under this Agreement shall become
subject to the restrictions set forth in UtiliPoint‘s standard ―Stockholder Agreement‖ (a copy of which is attached hereto as Exhibit A ), which
shall be executed by UtiliPoint and the Optionee no later than the Optionee‘s first exercise of an Option under this Agreement.

8.        Transferability . This Option and the rights evidenced by this Agreement are not transferable and may be exercised only by Optionee
and only in accordance with the terms contained herein. More particularly (but without limiting the generality of the foregoing), the Option
may not be assigned, transferred, pledged or hypothecated in any way except as provided herein, shall not be assignable by operation of law,
and shall not be subject to execution, attachment or similar process. Any attempted assignment, transfer, pledge, hypothecation or other
disposition of the Option contrary to the provisions hereof, or the levy of any execution, attachment or similar process upon the Option, shall be
null and void and without effect.

9.        Tax Withholding . The exercise of this Option may result in the potential creation of taxable income to the Optionee in an amount
equal to the difference between the Fair Market Value of the shares acquired as of the date of exercise of the Option and the Exercise
Price. Any exercise of Option rights pursuant to the terms of this Option shall be subject to withholding of federal and state income taxes,
FICA taxes, or such other taxes to the extent required by applicable law. UtiliPoint‘s failure to withhold such taxes does not diminish or
eliminate responsibility of Optionee to pay such taxes when due or assessed.



                                                                         10
10.       General Provisions .

        a.      Controlling Law . This Agreement shall be construed in accordance with, and interpreted pursuant to, the laws of the State
        of New Mexico.

        b.        Headings . The headings in this Agreement are intended solely for convenience of reference and shall be given no effect in
        the construction or interpretation of this Agreement.

        c.        Binding Effect . This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective
        heirs, personal representatives, successors, and assigns.

        d.        Entire Agreement . This Agreement constitutes the entire agreement between the parties hereto in connection with the
        subject matter itself. This Agreement supersedes any and all previous agreements, either oral or written, between the parties hereto
        with respect to the subject matter hereof. This Agreement may not be modified orally, and no modification shall be effective unless in
        writing and signed by all parties hereto.

        e.       Savings Clause . If any one or more provisions of this Agreement shall be adjudged or declared illegal or unenforceable, the
        same shall not in any way affect or impair the validity or enforceability of all or any other provision of this Agreement.

        f.        No impairment . UtiliPoint will not, by amendment of its Articles of Incorporation or Bylaws, or the 2009 Stock Investment
        Plan, or through reorganization, consolidation, merger, dissolution, issue or sale of securities, sale of assets or any other voluntary
        action, avoid or seek to avoid the observance or performance of any of the terms of this Option, but will at all times in good faith assist
        in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the
        rights of the Optionee against impairment. Without limiting the generality of the foregoing, UtiliPoint (a) will not increase the par
        value of any shares of stock issuable upon the exercise of this Option above the amount payable therefor upon such exercise, and (b)
        will take all such action as may be necessary or appropriate in order that UtiliPoint may validly and legally issue fully paid and
        non-assessable Option Shares upon exercise or exchange of this Option.

        g.        Adjustments . Notwithstanding any other agreement, in any event of change in the outstanding Common Stock of UtiliPoint
        International, Inc. by reason of stock dividend or distribution, recapitalization, merger, consolidation, split-up, stock split,
        combination, exchange of shares or the like, this Option Agreement shall be appropriately adjusted as to the number of shares of
        Common Stock subject to this Option, the Exercise Price of Options and any and all other matters related to this Option Agreement.


IN WITNESS WHEREOF , the undersigned have duly executed this Agreement as of the date first above written.




 UTILIPOINT
                                                          ―OPTIONEE‖
INTERNATIONAL, INC.

 /s/ CD Hobbs                                             /s/ Nana Baffour
By: CD Hobbs                                              KLI IP Holding, Inc.
Its: Chief Executive
                                                          By: Nan Baffour
Officer




                                                                       11
                             Exhibit A



                       Stockholders Agreement




4835-1694-5156, v. 1
Exhibit 10.8

                                                MANAGEMENT SERVICES AGREEMENT

        THIS MANAGEMENT SERVICES AGREEMENT is made and entered into as of this 1st day of July, 2009, by and between
UTILIPOINT INTERNATIONAL, INC. , a New Mexico corporation (― UtiliPoint ‖), and THE INTELLIGENT PROJECT, LLC , a
Delaware limited liability company (― Subsidiary ‖).

                                                    W    I   T   N   E       S   S   E   T   H:

       WHEREAS, as of the date of this Agreement, UtiliPoint owns sixty percent (60%) of the issued and outstanding limited liability
company interests of Subsidiary;

           NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinafter set forth, the parties hereto agree as
follows:

           1.      Services .

                    (a)     Subsidiary hereby engages UtiliPoint, and UtiliPoint hereby accepts such engagement, to provide to Subsidiary and
its executive officers back office and accounting, marketing, and such other services as requested from time to time by Subsidiary relating to
the operation of Subsidiary‘s businesses. UtiliPoint shall designate which of its employees or contractors shall carry out the services to be
performed hereunder. The parties acknowledge that the services to be provided by UtiliPoint may, at Subsidiary‘s request, include, without
limitation, the following:

                           (i)       assisting in the preparation of annual budgets;

                           (ii)      assisting Subsidiary in complying with the reporting requirements under any financing agreements;

                           (iii)     providing such other financial or accounting services as may reasonably be requested by Subsidiary;

                           (iv)      providing sales, marketing and strategic services;

                           (v)       providing legal, human resources (including employee benefits administration), loss prevention and risk
                                     management services;

                           (vi)      providing receivables collection services, cash management services and payroll services;

                           (vii)     providing executive management services;

                           (viii)    providing consultants to provide services to clients and customers of Subsidiary; and

                           (ix)      any other service performed or expenses incurred by UtiliPoint for Subsidiary in the ordinary course of
                                     business.

                   (b)        Subsidiary specifically authorizes UtiliPoint (i) to make payments to creditors of Subsidiary on behalf of
Subsidiary, and (ii) to collect receivables on behalf of Subsidiary; provided, however, that UtiliPoint will not be obligated to pay any sums, nor
will UtiliPoint be obligated to incur any liability or obligation for the account of Subsidiary without assurance that the necessary funds for
discharge of the liability or obligation will be provided by Subsidiary.




                                                                         1
                   (c)      UtiliPoint shall provide to Subsidiary on the tenth (10 th ) business day following the end of each month an
accounting setting forth in reasonable detail the services provided under subsection (a) above for the immediately preceding month and
UtiliPoint‘s actual expenses directly incurred in connection therewith, and any amounts that UtiliPoint has paid on behalf of Subsidiary under
subsection (b) above during the immediately preceding month (collectively, the ― UtiliPoint Expenses ‖); provided that, any charges for
consultants provided by UtiliPoint to Subsidiary shall be at the same rate as UtiliPoint charges to subcontract its consultants to
third-parties. Subsidiary will reimburse UtiliPoint for all UtiliPoint Expenses within a reasonable period of time after the delivery of each
monthly accounting of such expenses provided herein; provided that Subsidiary and UtiliPoint may agree to permit Subsidiary to carry a
balance owed from time to time.

                  (d)       Subsidiary acknowledges and agrees that UtiliPoint will not be required to devote UtiliPoint‘s (or any of its
employees, officers, directors, affiliates or associates) full time and business efforts to the duties of Subsidiary specified in this Agreement. So
long as UtiliPoint accomplishes its duties hereunder, it shall be left to the professional judgment of UtiliPoint as to the amount of time and the
manner necessary to perform its duties.

                  (e)       UtiliPoint will also provide compensation and benefits for certain officers and employees of Subsidiary who
provide or are available to provide services to UtiliPoint, as UtiliPoint and Subsidiary shall mutually agree from time to time. Any amounts
paid by UtiliPoint pursuant to this paragraph shall not be deemed UtiliPoint Expenses. This Section 1(e) shall survive the termination of this
Agreement.
                  2.        Term of Agreement; Termination .

                  (a)      This Agreement will commence as of the date hereof and will remain in effect until the two (2) year anniversary
of the date hereof, unless terminated earlier in accordance with the provisions of this Agreement. Thereafter, this Agreement shall
automatically renew for successive one (1) year terms.

                  (b)       Either party shall have the right to terminate this Agreement by providing 60 days prior written notice to the other
party at any time during the term hereof, or upon the occurrence of any of the following events:

                          (i) any material failure by such other party to perform any of its obligations under this Agreement and such failure
                  continues uncured for thirty (30) days after written notice of such failure is delivered to such other party; or

                            (ii) the filing of a voluntary petition by such other party seeking relief under the United States Bankruptcy Code or a
                  case or proceeding is commenced against such other party seeking a decree or order under the United States Bankruptcy
                  Code and such case or proceeding remains undismissed or unstayed for 60 days or more or a decree or order granting the
                  relief sought in such case or proceeding shall be entered by a court of competent jurisdiction.

In the event this Agreement is terminated, UtiliPoint will cooperate with Subsidiary in connection with any transition relating to the services
provided by UtiliPoint hereunder.

         3.         Compliance with Laws . Each of the parties covenants and agrees that it will comply with all applicable federal, state and
local laws, rules and regulations and pertinent provisions of all contracts, permits and pertinent agreements to which it is a party or is otherwise
bound that relate to this Agreement.




                                                                         2
         4.        Independent Contractor . It is expressly acknowledged by the parties that UtiliPoint will be an independent contractor and
nothing in this Agreement will be construed to create an employer/employee relationship, an agency relationship, a joint venture relationship or
a partnership between UtiliPoint and Subsidiary.

          5.        Standard of Care . UtiliPoint (including any person acting for or on behalf of UtiliPoint) will not be liable for any mistakes
of fact, errors of judgment, losses sustained by Subsidiary or acts or omissions of any kind, unless caused by the gross negligence or willful
misconduct of UtiliPoint.

         6.         Notices . Any notices, requests, demands and other communications required or permitted to be given under this Agreement
will be in writing and, except as otherwise specified in writing, will be given by personal delivery, facsimile transmission, express courier
service or by registered or certified mail, postage prepaid, return receipt requested:


      If to UtiliPoint :       6000 Uptown Blvd.
                               Suite 314
                               Albuquerque, NM 87110
                               Attn: CD Hobbs
                               Telephone: (505) 244-7600
                               Facsimile: (505) 244-7658

       If to Subsidiary :      Purdue Research Park
                               3000 Kent Avenue
                               West Lafayette, IN 47906-1075
                               Attn:      David E. Steele
                               Telephone: (765) 588-3838
                               Facsimile: (314) 824-0404

or to such other addresses as either party hereto may from time to time give notice of (complying as to delivery with the terms of this Section 6)
to the other. Notice by registered or certified mail will be effective three days after deposit in the United States mail. Notice by any other
permitted means will be effective upon receipt.



                                                                        3
7.        Conflict Resolution Process . UtiliPoint‘s business consists of six main practice areas: Smart Grid, Energy Investments & Business
Planning, Commodity Point, Meter-to-Cash, Pricing and Demand Response, and Public and Regulatory Issues Management. Subsidiary‘s
business consists of two main practice areas: Intelligent Forums (An industry-focused think tank providing intellectual discovery and debate
(research, compendiums, white papers), to drive thought leadership and innovative models for customer engagement policies and practice
associated with the smart grid) and Intelligent Advisory Services (A consulting services arm with expertise in customer strategy relating to
smart grid development). UtiliPoint and Subsidiary acknowledge and agree that their product and service offerings are separate and
complement each other. UtiliPoint and Subsidiary further acknowledge that certain members of the board of directors of UtiliPoint are also
members of the management committee of Subsidiary and that such persons may create or discover corporate opportunities or other benefits
which may benefit UtiliPoint and/or Subsidiary. In order to prevent such persons from having any responsibility for determining whether
UtiliPoint or Subsidiary should be the recipient of such opportunities or benefits, UtiliPoint and Subsidiary acknowledge and agree that such
persons shall not be in breach of their corporate, fiduciary, or any other duty to UtiliPoint or Subsidiary if such persons disclose such
opportunity or benefit to the UtiliPoint board of directors and allow the UtiliPoint board of directors to determine the appropriate manner to
pursue such opportunity or benefit (whether on its own, through Subsidiary or at all). UtiliPoint and Subsidiary further agree and acknowledge
that they both participated in the drafting of the Conflict Resolution Process and, due to the mutuality of their interests, this Conflict Resolution
Process is in the best interests of both parties. This Section 7 shall survive the termination of this Agreement.

         8.        Miscellaneous .

                   (a)       This Agreement shall inure to the benefit of the parties and their successors and permitted assigns. Notwithstanding
the foregoing, neither party shall be entitled to assign any of its rights, duties and obligations under this Agreement, to any other party, without
the prior written consent of the other party hereto, such consent not to be unreasonably withheld.

                   (b)      If any term or provision of this Agreement or the application thereof to any person or circumstance will, to any
extent, be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to persons or circumstances
other than those which are invalid or unenforceable, will not be affected thereby, and each term and provision of this Agreement will be valid
and be enforced to the fullest extent permitted by law.

                   (c)       This Agreement contains the entire agreement among the parties hereto with respect to the matters herein contained
and supersedes and preempts any prior understandings, agreements or representations by or among the parties, written or oral, which may have
related to the subject matter hereof in any way.

                  (d)       This Agreement may be executed simultaneously in two or more counterparts, any one of which need not contain
the signatures of more than one party, but all such counterparts taken together shall constitute one and the same Agreement.

                  (e)       UtiliPoint and Subsidiary acknowledge and agree that Subsidiary shall own all proprietary and other information
and property relating to Subsidiary‘s business, including relating to the services provided hereunder.

                  (f)       This Agreement shall be governed under the laws of the State of Delaware.

                 (g)        This Agreement may only be modified or amended pursuant to written instruments executed by both parties
hereto. The obligations of the parties hereunder may be waived only with the written consent of the other party .

                                                         [Signatures appear on next page]



                                                                         4
                                             [Signature page to Management Services Agreement]

        IN WITNESS WHEREOF, intending to be legally bound hereby, the parties hereto, by their duly authorized representatives, have
executed this Agreement as of the date first above written.

                                                 UTILIPOINT INTERNATIONAL, INC.

                                                 By: /s/ CD Hobbs
                                                 Name: _ CD Hobbs ___________________________
                                                 Title: _ President and CEO ______________________




                                                 THE INTELLIGENT PROJECT, LLC

                                                 By: /s/ David E. Steele
                                                 Name: _ David Steele __________________________
                                                 Title: _ Senior Managing Director __________________




                                                                 5
Exhibit 10.9

                                                  STOCK SUBSCRIPTION AGREEMENT



To the Board of Directors of UtiliPoint International, Inc.

                 For a period of up to two (2) months after the date hereof, the undersigned hereby subscribes to purchase the no par value
common stock of UtiliPoint International, Inc. in such amounts and at such times as the Subscriber (or its Permitted Transferees as defined in
the Stockholders Agreement) determines, in its sole discretion , up to the maximum consideration and number of shares set forth opposite its
name below.

Name                                                            Consideration                                Number of Shares
Knox Lawrence International, LLC                                  $100,000                                       2,000


                  Subscriber hereby represents and states the securities are being purchased for investment for its own account and not with a
view towards the distribution thereof. Subscriber acknowledges the securities were not offered for sale by means of publicly disseminated
advertisements or sales literature.

DATED effective this 1st day of July, 2009.                           Very truly yours,


                                                                      Knox Lawrence International, LLC


                                                                      By: /s/ Nana Baffour
                                                                           Name: Nana Baffour
                                                                           Title: Managing Principal


Accepted this 1st day
of July, 2009.

UTILIPOINT INTERNATIONAL, INC.

By: /s/ CD Hobbs
Name: CD Hobbs
Title: President and CEO
Exhibit 10.10




                                                                                                                   Confidential and Proprietary



THE SECURITIES REPRESENTED BY THIS DEBENTURE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1993 (THE ―SECURITIES ACT‖) OR THE SECURITIES ACT OF ANY STATE. THESE SECURITIES HAVE BEEN ISSUED OR SOLD
IN RELIANCE ON THE EXEMPTIONS FROM REGISTRATION CONTAINED IN THE SECURITIES ACT AND IN CERTAIN STATE
SECURITIES ACTS, AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT PURSUANT TO EFFECTIVE REGISTRATION UNDER
SUCH ACTS OR IN A TRANSACTION WHICH IS EXEMPT UNDER SUCH ACTS.
THIS DEBENTURE IS SUBJECT TO THE SUBORDINATION PROVISIONS SET FORTH IN SECTION 6 HEREOF.

                                                      Knox Lawrence International, LLC
                                                     Revolving Sr. Subordinated Debenture
                                                              DUE July 1, 2014

NEW YORK, NEW YORK                                                                                                                   July 1, 2009

 FOR VALUE RECEIVED, UTILIPOINT INTERNATIONAL, INC., a New Mexico corporation (the ―Company‖), promises to pay to the
order of Knox Lawrence International, LLC, (or any subsequent holder of this Debenture are referred to herein as the ―Holder‖), at 445 Park
Avenue, 20 th Floor, New York, New York 10022 or any such other place as the holder may from time to time designate, the principal sum of
($100,000) ONE HUNDRED THOUSAND and 00/100 DOLLARS (the ―Principal Amount‖) or so much thereof as may be advanced and
outstanding, together with interest on the outstanding principal amount thereof from time to time at the rate hereinafter provided and any and
all other sums which may be owing to the Holder by the Company, according to the repayment terms set forth in Section 2 hereo f, but in no
event later than July 1, 2014, which is the final and absolute due date of this Debenture, or on such earlier date specified by the Holder if this
Debenture is accelerated pursuant to Section 8 hereof.

        The Holder has advanced and may continue to advance monies to the Company in such amounts and at such times as the Holder
determines, in its sole discretion, up to the sum of $100,000. The following terms shall apply to this Debenture:

         SECTION 1. Interest Rate. From the date hereof, until all sums due and owing hereunder have been paid in full, and unless
adjusted as provided in this Debenture, interest shall accrue upon the unpaid Principal Amount at the rate of TEN PERCENT (10%) per
annum. Interest shall be calculated on the basis of a three hundred sixty-day (360) year applied to the actual number of days the Principal
amount, or any portion thereof, is outstanding.

         SECTION 2. Payment. Commencing on July 1, 2009, and every month thereafter until the Principal Amount has been paid in full,
the Company shall pay to the Holder the accrued and unpaid interest on the outstanding Principal Amount. The Principal Amount shall be
payable in full on July 1, 2014. Alternately the Company can choose to defer payment of interest if agreed to by Holder but Company will be
responsible for paying compounded interest on any accrued interest. If any amounts due under this Debenture are to be paid to the Holder on a
day which is not a regular business day of the Company‘s primary depository bank, then such amounts shall be due on the next day which is a
regular business day.
                                                                                                                  Confidential and Proprietary




         SECTION 3. Application of Payments . All payments made hereunder shall be applied first to penalties or other sums owing to the
Holder, pursuant to this Debenture, next to accrued interest, and then to the unpaid Principal Amount.

         SECTION 4. Prepayment. Subject to the subordination provisions hereunder, the Company may prepay the unpaid balance of the
Principal Amount hereunder in whole at any time or in part from time to time without premium or penalty.

         SECTION 5. Manner of Payment . All payments of the unpaid balance of the Principal Amount and interest thereon, and all other
sums due hereunder, shall be paid in lawful money of the United States of America during regular business hours at such place as the Holder
may at any time and from time to time designate in writing effective on five (5) days prior written notice to the Company in accordance with
the notice procedures in Section 14 hereof.

        SECTION 6. Subordination . The Company covenants and agrees, and the Holder, by its acceptance of this Debenture, hereby
covenants and agrees on behalf of itself and its successors and assigns as follows:
         (a) The indebtedness evidenced by this Debenture, as it may be amended, modified, extended, renewed or substituted from time to
             time, and all obligations of the Company to pay the principal of and interest on the Debenture, and all other amounts and
             liabilities under this Debenture, whether such indebtedness, obligations and liabilities are now existing or hereafter arising
             (collectively, the ―Subordinated Obligations‖) are hereby expressly subordinated to and in favor of the indefeasible and full
             payment in cash of all of the Senior Indebtedness, as hereinafter defined, to the extent and in the manner hereinafter set forth.

         (b) As used herein, the term Senior Indebtedness shall mean all indebtedness, liabilities and obligations of the Company to any
             ―Financial Institutions‖ as defined in the Financial Institutions Article of the Annotated Code of Maryland (the ―Banks‖) of every
             kind and nature whatsoever, whether now existing or hereafter arising or created at any time, including without limitation, all
             indebtedness, liabilities and obligations of the Company to the Banks which are direct, indirect, contingent, primary, secondary,
             alone, jointly with others, due, to become due, unsecured, secured, or future advances and including, without limitation, all
             liabilities, indebtedness and obligations of the Company to the Banks.

         (c) Until the maturity date of this Debenture, July 1, 2014 (subject to the subordination agreement with the Banks), or until the
             Senior Indebtedness has earlier been fully and indefeasibly paid in cash, the Holder shall not, without the prior written consent of
             the Banks, ask for, demand, accelerate, declare a default under, sue for, set-off, accept or receive any payment of all or any part
             of the Subordinated Obligations; provided, however, that until (i) the Banks notify the Holder that the Company is in default
             under the Senior Indebtedness, or (ii) the Company is the subject of bankruptcy or insolvency proceedings, the Holder may
             receive the regularly scheduled payments of interest payable under this Debenture as in effect on the date hereof (without giving
             effect to any amendment which would increase the amount of any such payment)
                                                                                                          Confidential and Proprietary




(d) The Holder and the Company agree, represent and warrant that the Subordinated Obligations are not secured in any way, directly
    or indirectly, including, without limitation, by security agreement, pledge agreement, guaranty agreement, mortgage, deed of
    trust, or any other document, lien, encumbrance or otherwise.

(e) The Holder and the Company agree that his Debenture and all other instruments now or hereafter evidencing all or any portion of
    the Subordinated Obligations shall bear on its face a clear legend that it is subject to the subordination provisions of the
    Debenture.

(f) In the event of any distribution, division or application, partial or complete, voluntary or involuntary, by operation of law or
    otherwise, of all or any part of the assets of the Company or the proceeds thereof to creditors of the Company or to any
    indebtedness, liabilities and obligations of the Company, by reason of the liquidation, dissolution or other winding up of the
    Company or the Company‘s business, or in the event of any sale, receivership, insolvency or bankruptcy proceeding, or
    assignment for the benefit of creditors, or any proceeding by or against the Company for any relief under any bankruptcy or
    insolvency law, then any payment or distributions of any kind or character, either in cash, securities or other property, which shall
    be payable or deliverable upon or with respect to all or any part of the Subordinated Obligations shall be paid or delivered
    directly to the Banks for application to the Senior Indebtedness (whether due or not due and in such order and manner as the
    Banks may elect; and including, without limitation, any interest accruing subsequent to the commencement of any such event or
    proceeding) until the Senior Indebtedness shall have been fully paid and satisfied. The Holder hereby irrevocably authorizes and
    empowers the Banks, and irrevocably appoints the Banks the Attorneys-in fact for the Holder to demand, sue for, collect and
    receive every such payment or distribution and give acquittance therefore and to file claims and take such other proceedings in
    the name of the Banks or in the name of the Holder or otherwise, as the Banks may deem necessary or advisable to carry out the
    provisions hereof.

(g) The Company and the Holder agree that the Banks are third-party beneficiaries of the provisions of this Debenture and shall be
    entitled to enforce such provisions by proceedings at law or in equity, or otherwise. If any of the Senior Indebtedness should be
    transferred or assigned by the Banks, the provisions of this Debenture will inure to the benefit of the transferee or assignee to the
    extent of such transfer or assignment, provided that the Banks shall continue to have the unimpaired right to enforce the
    provisions of this Debenture as to any of the Senior Indebtedness not so transferred or assigned. This Debenture shall be binding
    upon the Holder and the Company and their respective successors and assigns. None of the provisions of this Debenture may be
    waived, modified or amended without the prior written consent of the Banks, or if any of the Senior Indebtedness has then been
    transferred or assigned, by the then holders or obligees of all of the Senior Indebtedness.

(h) The Company shall provide written notice to the Holder in accordance with the provisions of Section 14 hereof as to any
    additional Senior Indebtedness incurred by or agreed to by the Company after the date hereof and during such time that any
    amounts are outstanding under this Debenture.
         SECTION 7. Late Payment Penalty . Should any payment of interest, of principal and interest, or of any other sum due hereunder,
be received by the Holder more than ten (10) days after its due date, unless authorized by the Holder, the Company shall pay a late payment
penalty equal to fifteen PERCENT (15%) per annum on the amount then due for the actual number of days that such payment is past due.

         SECTION 8. Events of Default; Acceleration. The occurrence of any one or more of the following events shall constitute an Event of
Default under this Debenture:

         (a) the failure of the Company to pay within ten (10) days after the delivery of written notice of default from the Holder in
             accordance with the notice provisions of Section 14 hereof any principal of or interest on the Debenture.

         (b) the filing of a petition for relief under the Bankruptcy Code or any similar federal or state statute by or against the Company; or

         (c) an application for the appointment of a receiver for, the making of a general assignment for the benefit of creditors by, or the
             insolvency of, the Company.

         (d) The addition of new debt to the current debt of the Company which results in the total debt of UtiliPoint senior to this Debenture
             cumulatively reaching a level in excess of four (4) times the trailing twelve month EBITDA from operations of the Company or a
             combination of its business and businesses it may acquire before this Debenture is paid in full.

 Subject to the subordination provisions hereunder, at any time after the occurrence of an Event of Default, the Holder may, in the Holder‘s
sole and absolute discretion (i) declare the entire unpaid balance of the Principal Amount plus accrued interest and other sums due
hereunder immediately due and payable, and (ii) exercise any or all rights and remedies available to the Holder hereunder, or under applicable
law and claim rights and remedies ahead of subordinate debt held by shareholders and officers, or their heirs or assigns.

         SECTION 9. Default Interest Rate . Upon the occurrence of an Event of Default and if the Holder elects to accelerate the unpaid
Principal Amount as a result of such Event of Default, and unless and until cured, the rate of interest accruing on the unpaid Principal Amount
shall be Eighteen Percent (18%) per annum for the actual number of days that such Event of Default exists and remains uncured.
                                                                                                                   Confidential and Proprietary




 SECTION 10. Interest Rate After Judgment. If judgment is entered against the Company on this Debenture, the amount of the judgment
entered (which may include principal, interest, default interest, late charges, fees, expenses and costs) shall bear interest at the highest rate
authorized under this Debenture as of the date of entry of the judgment.

 SECTION 11. Confessed Judgment . Subject to the subordination provisions hereunder, upon the occurrence of an Event of Default, the
Company hereby authorizes any attorney designated by the Holder or any clerk of any court of record to appear for the Company in any court
of record and confess judgment without prior hearing against the Company in favor of the Holder for and in the amount of the unpaid Principal
Amount, all interest accrued and unpaid, all other amounts payable by the Company to the Holder under the terms of this Debenture, costs of
suit, and attorneys‘ fees of five percent (5%) of the unpaid Principal Amount and interest due hereunder. The Company hereby releases, to the
extent permitted by applicable law, all errors and all rights of exemption, appeal, stay of execution, inquisition, and other rights to which the
Company may otherwise be entitled under the laws of the United States of America now in force and which may hereafter be enacted. The
authority and power to appear for and enter judgment against the Company shall not be exhausted by one or more exercises thereof or by any
imperfect exercise thereof and shall not be extinguished by any judgment entered pursuant thereto. Such authority may be exercised on one or
more occasions or from time to time in the same or different jurisdictions as often as the Holder shall deem necessary or desirable, for all of
which this Debenture shall be a sufficient warrant.

 SECTION 12. Waiver of Protest . The Company, and all parties to this Debenture, whether maker, endorser or guarantor, waive presentment,
notice of dishonor and protest.

 SECTION 13. Waiver and Amendments . Each right, power and remedy of the Holder hereunder, or under applicable law, shall be
cumulative and concurrent, and the exercise of any one or more of them shall not preclude the simultaneous or later exercise by the Holder of
any or all such other rights, powers or remedies. No failure or delay by the Holder to insist upon the strict performance of any one or more
provisions of this Debenture, or to exercise any right, power or remedy consequent upon a breach thereof or default hereunder shall constitute a
waiver thereof, or preclude the Holder from exercising any such right, power or remedy. By accepting full or partial payment after the due date
of any amount of principal or interest on the Debenture, the Holder shall not be deemed to have waived the right to require payment when due
and payable of all other amounts of principal of or interest on this Debenture, or to exercise any rights and remedies available to it in order to
collect all such other amounts due and payable under this Debenture. No modification, change, waiver or amendment of this Debenture shall
be deemed to be made by the Holder unless in writing signed by the Holder, and each such waiver, if any, shall apply only with respect to the
specific instance involved.

 SECTION 14. Notices . Any notice, request, or demand to or upon the Company or the Holder shall be deemed to have been properly
given or made when delivered as follows:
                                                                                                                       Confidential and Proprietary




If to the Company:       UtiliPoint International, Inc.
                         6000 Uptown Blvd., Suite 314
                         Albuquerque, NM 87110
                         Attn: CD Hobbs

If to the Holder:         Knox Lawrence International, LLC
                          445 Park Avenue, 20 th Floor
                          New York, New York 10022


       SECTION 15. Partial Invalidity . In the event any provision of this Debenture (or any part of any provision) is held by a court of
competent jurisdiction to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any
other provision (or remaining part of the affected provision) of the Debenture; but this Debenture shall be construed as if such invalid, illegal,
or unenforceable provision (or part thereof) had not been contained in this Debenture, but only to the extent it is invalid, illegal, or
unenforceable.

      SECTION 16. Assignment . This Debenture may be assigned by the Holder at any time, in whole or in part, without the approval of
the Company.

       SECTION 17. Captions . The captions herein set forth are for convenience only and shall not be deemed to define, limit or describe
the scope or intent of the Debenture.



      SECTION 18. Governing Law . The provisions of this Debenture shall be construed, interpreted and enforced in accordance with the
laws of the State of New York as the same may be in effect from time to time.

        SECTION 19. Further Assurances . The parties hereto agree to execute, acknowledge, seal and deliver, after the date hereof, such further
assurances, instruments and documents and to take such further actions as the parties hereto may reasonably request in order to accomplish,
facilitate performance of, or otherwise fulfill the transaction contemplated herein.

       SECTION 20. Entire Agreement . This Debenture constitutes the entire agreement and understanding between the parties hereto with
respect to the matters herein set forth.
                                                                                                         Confidential and Proprietary



IN WITNESS WHEREOF, the Company has caused this Debenture to be executed in its name by its duly authorized officer on its behalf, as
of the day and year first above written.

UtiliPoint International, Inc.




/s/ CD Hobbs
Name: CD Hobbs
Title: President & CEO
Exhibit 10.11

                                                MIDAS MEDICI GROUP HOLDINGS, INC.
                                                    SUBSCRIPTION AGREEMENT


         SUBSCRIPTION AGREEMENT (―Subscription Agreement‖) made as of this 18 th day of July, 2009, between Midas Medici Group
Holdings, Inc., a Delaware corporation with offices located at 445 Park Avenue, New York, NY 10022 (the ―Company‖), and [*], an
individual having an address at [*] (the ―Subscriber‖).

         WHEREAS, pursuant to Section 4(2) of the Securities Act of 1933, as amended (the ―Securities Act‖), and Rule 506 promulgated
thereunder, the Company desires to sell and the Subscriber desires to purchase [*] shares of the Company‘s common stock, par value $.001 per
share (the ―Shares‖) in a private placement (the ―Offering‖) on the terms and conditions set forth herein;

        NOW, THEREFORE, for and in consideration of the premises and the mutual covenants hereinafter set forth, the parties hereto do
hereby agree as follows:

         I.       SUBSCRIPTION FOR SECURITIES; REPRESENTATIONS BY AND COVENANTS OF SUBSCRIBER

                  1.1         Subscription for Shares. Subject to the terms and conditions hereinafter set forth, the Subscriber hereby
subscribes for and agrees to purchase the Shares from the Company at a purchase price of $2.10 per share and the Company agrees to sell such
Shares to the Subscriber for said purchase price.

                   1.2       Reliance on Exemptions. The Subscriber acknowledges that the Offering has not been reviewed by the United
States Securities and Exchange Commission (the ―SEC‖) or any state agency because it is intended to be a nonpublic offering exempt from the
registration requirements of the Securities Act and state securities laws. The Subscriber understands that the Company is relying in part upon
the truth and accuracy of, and the Subscriber‘s compliance with the representations, warranties, agreements, acknowledgments and
understandings of the Subscriber set forth herein in order to determine the availability of such exemptions and the eligibility of the Subscriber
to acquire the Shares.

                  1.3          Investment Purpose. The Subscriber represents that the Shares are being purchased for his own account, for
investment purposes only and not for distribution or resale to others in contravention of the registration requirements of the Securities Act. The
Subscriber agrees that it will not sell or otherwise transfer the Shares unless they are registered under the Securities Act or unless an exemption
from such registration is available.

                  1.4       Accredited Investor. The Subscriber represents and warrants that it is an ―accredited investor‖ as such term is
defined in Rule 501 of Regulation D promulgated under the Securities Act, and that it is able to bear the economic risk of any investment in the
Shares.

                  1.5         Risk of Investment. The Subscriber recognizes that the purchase of the Shares involves a high degree of risk in
that: (a) an investment in the Company is highly speculative and only investors who can afford the loss of their entire investment should
consider investing in the Company and the Shares; (b) transferability of the Shares is limited; and (c) the Company may require substantial
additional funds to operate its business and subsequent equity financings will dilute the ownership and voting interests of Subscriber.




                                                                        1
                  1.6        Prior Investment Experience . The Subscriber hereby acknowledges and represents that (a) the Subscriber has
knowledge and experience in business and financial matters, prior investment experience, or the Subscriber has employed the services of a
―purchaser representative‖ (as defined in Rule 501 of Regulation D), attorney and/or accountant to read all of the documents furnished or made
available by the Company to the Subscriber to evaluate the merits and risks of such an investment on the Subscriber‘s behalf; (b) the Subscriber
recognizes the highly speculative nature of this investment; and (c) the Subscriber is able to bear the economic risk that the Subscriber hereby
assumes.

                  1.7         Information. The Subscriber acknowledges careful review of this Subscription Agreement as well as any other
written material furnished to the Subscriber from the Company (collectively, the ―Offering Documents‖), all of which the undersigned
acknowledges have been provided to the undersigned. The undersigned has been given the opportunity to ask questions of, and receive
answers from, the Company concerning the terms and conditions of this Offering and the Offering Documents and to obtain such additional
information, to the extent the Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify
the accuracy of same as the undersigned reasonably desires in order to evaluate the investment. The undersigned understands the Offering
Documents, and the undersigned has had the opportunity to discuss any questions regarding any of the Offering Documents with its counsel or
other advisor. Notwithstanding the foregoing, the only information upon which the undersigned has relied is that set forth in the Offering
Documents. The undersigned has received no representations or warranties from the Company, its employees, agents or attorneys in making
this investment decision other than as set forth in the Offering Documents. The undersigned does not desire to receive any further information.

                1.8         No Representations. The Subscriber hereby represents that, except as expressly set forth in the Offering
Documents, no representations or warranties have been made to the Subscriber by the Company or any agent, employee or affiliate of the
Company, and in entering into this transaction the Subscriber is not relying on any information other than that contained in the Offering
Documents and the results of independent investigation by the Subscriber.

                  1.9        Tax Consequences. The Subscriber acknowledges that the Offering may involve tax consequences and that the
contents of the Offering Documents do not contain tax advice or information. The Subscriber acknowledges that it must retain its own
professional advisors to evaluate the tax and other consequences of an investment in the Shares.

                  1.10         Transfer or Resale. The Subscriber understands and hereby acknowledges that the Company is under no
obligation to register the Shares under the Securities Act except as contained herein. The Subscriber consents that the Company may, if it
desires, permit the transfer of the Shares out of the Subscriber‘s name only when the Subscriber‘s request for transfer is accompanied by an
opinion of counsel reasonably satisfactory to the Company that neither the sale nor the proposed transfer results in a violation of the Securities
Act or any applicable state ―blue sky‖ laws. The subscriber further agrees that he will not publicly sell or transfer the Shares for a period of
twelve months from the effective date of the Company‘s proposed public offering, without the prior written consent of the
underwriter. Subscriber further agrees to enter into a lock-up agreement with the underwriter evidencing such agreement and acknowledges
that an appropriate legend will be placed upon the certificate for the Shares.



                                                                        2
                  1.11         Legends. The Subscriber understands that the certificates representing the Shares, until such time as they have
been registered under the Securities Act, shall bear a restrictive legend in substantially the following form (and a stop-transfer order may be
placed against transfer of such certificates or other instruments):

                  THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
                  UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES
                  LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR
                  ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE
                  SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE
                  SECURITIES LAWS, OR (B) AN OPINION OF COUNSEL, IN A REASONABLY ACCEPTABLE
                  FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE
                  SECURITIES LAWS, OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.

                   The legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of
the Shares upon which it is stamped, if (a) such Shares are being sold pursuant to a registration statement under the Securities Act, (b) such
holder delivers to the Company an opinion of counsel, in a reasonably acceptable form, to the Company that a disposition of the Shares is being
made pursuant to an exemption from such registration, or (c) such holder provides the Company with reasonable assurance that a disposition of
the Shares may be made pursuant to the Rule 144 under the Securities Act without any restriction as to the number of securities acquired as of
a particular date that can then be immediately sold.

                  1.12        No General Solicitation. The Subscriber represents that the Subscriber was not induced to invest by any form
of general solicitation or general advertising including, but not limited to, the following: (a) any advertisement, article, notice or other
communication published in any newspaper, magazine or similar media or broadcast over the news or radio; and (b) any seminar or meeting
whose attendees were invited by any general solicitation or advertising.

                  1.13        Validity; Enforcement. Subscriber represents and warrants that this Subscription Agreement has been duly
and validly executed and delivered and constitutes the legal, binding and enforceable obligation of the undersigned.

                  1.14          Patriot Act . The Subscriber certifies that, to the best of its knowledge, the Subscriber has not been designated,
and is not owned or controlled, by a ―suspected terrorist‖ as defined in Executive Order 13224. The Subscriber hereby acknowledge that the
Company seeks to comply with all applicable laws concerning money laundering and related activities. In furtherance of those efforts, the
Subscriber hereby represents, warrants and agrees that: (i) none of the cash used for the subscription has been or shall be derived from, or
related to, any activity that is deemed criminal under United States law; and (ii) neither this investment nor this Agreement will cause the
Company or the Subscriber to be in violation of the United States Bank Secrecy Act, the United States International Money Laundering Control
Act of 1986 or the United States International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001.


              II. REPRESENTATIONS BY THE COMPANY

                  The Company represents and warrants to the Subscriber, except as set forth in the disclosure schedules attached hereto:




                                                                        3
 2.1         Organization . The Company is duly organized and validly existing in good standing under the laws of the jurisdiction of its
organization. The Company has full power and authority to own, operate and occupy its properties and to conduct its business as presently
conducted, and is registered or qualified to do business and in good standing in each jurisdiction in which the nature of the business conducted
by it or the location of the properties owned or leased by it requires such qualification and where the failure to be so qualified would have a
material adverse effect upon the Company‘s financial condition (a ―Material Adverse Effect‖), and no proceeding has been instituted in any
such jurisdiction revoking, limiting or curtailing, or seeking to revoke, limit or curtail, such power and authority or qualification.

 2.2         Due Authorization and Valid Issuance . The Company has all requisite power and authority to execute, deliver and perform its
obligations under the Offering Documents, and when executed and delivered by the Company will constitute legal, valid and binding
agreements of the Company enforceable against the Company in accordance with their terms, except as rights to indemnity and contribution
may be limited by state or federal securities laws or the public policy underlying such laws, and except as enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors‘ and contracting parties‘ rights generally, and
except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding
in equity or at law).

 2.3         Noncontravention . The execution and delivery of the Offering Documents, the issuance and sale of the Shares under the Offering
Documents, the fulfillment of the terms of the Offering Documents, and the consummation of the transactions contemplated thereby will not
(i) conflict with or constitute a violation of, or default (with the passage of time or otherwise) under (1) any material bond, debenture, note or
other evidence of indebtedness, lease, contract, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or
instrument to which the Company is a party or by which it or any of its properties are bound, (2) the charter, bylaws or other organizational
documents of the Company or any subsidiary or (3) any law, administrative regulation, ordinance or order of any court or governmental
agency, arbitration panel or authority applicable to the Company or its properties, except for any such conflicts, violations or defaults that are
not reasonably likely to have a Material Adverse Effect, or (ii) result in the creation or imposition of any lien, encumbrance, claim, security
interest or restriction whatsoever upon any of the material properties or assets of the Company or an acceleration of indebtedness pursuant to
any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness, indenture,
mortgage, deed of trust or any other agreement or instrument to which the Company is a party or by which it is bound or to which any of the
material property or assets of the Company is subject. No consent, approval, authorization or other order of, or registration, qualification or
filing with, any regulatory body, administrative agency, or other governmental body in the United States or any other person is required for the
execution and delivery of the Offering Documents and the valid issuance and sale of the Shares to be sold pursuant to the Offering Documents,
other than such as have been made or obtained, and except for any post-closing securities filings or notifications required to be made under
federal or state securities laws.

 2.4         No Violation . The Company is not (a) in violation of its charter, bylaws or other organizational document; (b) in violation of any
law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the
Company, which violation, individually or in the aggregate, would be reasonably likely to have a Material Adverse Effect; or (c) in default (and
there exists no condition that, with the passage of time or otherwise, would constitute a default) in any material respect in the performance of
material agreement or instrument to which the Company is a party or by which the Company is bound or by which the properties of the
Company are bound, that would be reasonably likely to have a Material Adverse Effect. The business of the Company is not being conducted
in violation of any law, ordinance, rule, regulation, order, judgment or decree of any governmental entity, court or arbitration tribunal, except
for possible violations the sanctions for which either singly or in the aggregate would not have a Material Adverse Effect.

 2.5         Capitalization . The Shares to be sold pursuant to the Offering Documents have been duly authorized, and when issued and paid
for in accordance with the terms of the Agreements will be duly and validly issued, fully paid and nonassessable. The outstanding shares of
capital stock of the Company have been duly and validly issued and are fully paid and nonassessable, have been issued in compliance with all
federal and state securities laws, and were not issued in violation of any preemptive rights or similar rights to subscribe for or purchase
securities. No preemptive right, co-sale right, right of first refusal, registration right, or other similar right exists with respect to the Shares or
the issuance and sale thereof (other than any such rights for which the Company has obtained waivers in respect thereof). There are no
stockholders agreements, voting agreements or other similar agreements with respect to the common stock of the Company to which the
Company is a party or, to the knowledge of the Company, between or among any of the Company‘s stockholders. The Company does not have
any so-called stockholder rights plan or ―poison pill‖ and there are no ―shark-repellant‖ charter or bylaw provisions or so-called ―state
antitakeover‖ statutes applicable, in any case, to all or any portion of the transactions contemplated by the Offering Documents, including,
without limitation, issuance of the Shares. After completion of the Company‘s proposed purchase of Utilipoint International, Inc.
(―Utilipoint‖), and the completion of the sale of the Shares, the Company will have no more than 2,700,000 shares of common stock issued and
outstanding, post any stock splits.




                                                                          4
 2.6         Legal Proceedings . There is no action, suit, proceeding, or to the knowledge of the Company, inquiry or investigation before or
by any court, public board, governmental agency or authority, or self-regulatory organization or body pending or, to the knowledge of the
Company, threatened against or affecting the Company or any of its directors or officers in their capacities as such, wherein an unfavorable
decision, ruling or finding would have a Material Adverse Effect or would adversely affect the Offering or that would adversely affect the
validity or enforceability of, or the authority or ability of the Company to consummate the Offering.

 2.7        Governmental Permits, etc . The Company has all necessary franchises, licenses, certificates and other authorizations from any
foreign, federal, state or local government or governmental agency, department, or body that are currently necessary for the operation of the
business of the Company as currently conducted, except where the failure to currently possess could not reasonably be expected to have a
Material Adverse Effect.

                   2.9        Intellectual Property . (i) The Company owns or possesses sufficient rights to use all material patents, patent
rights, trademarks, copyrights, licenses, inventions, trade secrets, trade names and know-how (collectively, ―Intellectual Property‖) as owned or
possessed by it, or that are necessary for the conduct of its business as now conducted or as proposed to be conducted, except where the failure
to currently own or possess would not have a Material Adverse Effect, (ii) the Company has not received any notice of, or has any knowledge
of, any asserted infringement by the Company of, any rights of a third party with respect to any Intellectual Property that, individually or in the
aggregate, would have a Material Adverse Effect, and (iii) the Company has not received any notice of, or has no knowledge of, infringement
by a third party with respect to any Intellectual Property rights of the Company that, individually or in the aggregate, would have a Material
Adverse Effect.

                  2.10        Utilipoint Debt . Upon the acquisition of Utilipoint, Utilipoint will have no more than $850,000 of debt.

          2.10         Disclosure. None of the representations and warranties of the Company appearing in the Offering Documents, when
considered together as a whole, contains, or on any closing date will contain, any untrue statement of a material fact or omits, or on any closing
date will omit to state any material fact required to be stated herein or therein in order for the statements herein or therein, in light of the
circumstances under which they were made, not to be misleading.

         III.     MISCELLANEOUS


        4.1        Director Appointment . Upon the closing of the sale of the Shares, the Subscriber shall have the right to be appointed as
a member of the Company‘s Board of Directors.

          4.2        Notice. Any notices, consents, waivers or other communications required or permitted to be given under the terms of this
Subscription Agreement must be in writing and will be deemed to have been delivered: (a) upon receipt, when delivered personally, (b) upon
receipt, when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the
sending party), or (c) one (1) business day after deposit with an overnight courier service, in each case properly addressed to the party to
receive the same. The addresses and facsimile numbers for such communications shall be:

                  If to the Company:

                  Midas Medici Group Holdings, Inc.
                  445 Park Avenue
                  New York, NY 10022
                  Attn: Mr. Nana Baffour
                  Telephone: (212) 792-0921
                  Facsimile: (212) 202-4168


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

                  Sichenzia Ross Friedman Ference LLP
                  61 Broadway
                  New York, New York 10006
                  Attn: Thomas A. Rose, Esq.
                  Telephone: (212) 930-9700
                  Facsimile: (212) 930-9725
                   If to the Subscriber, to its address and facsimile number set forth at the end of this Subscription Agreement, or to such other
address and/or facsimile number and/or to the attention of such other person as specified by written notice given to the Company five (5) days
prior to the effectiveness of such change. Written confirmation of receipt (a) given by the recipient of such notice, consent, waiver or other
communication, (b) mechanically or electronically generated by the sender‘s facsimile machine containing the time, date, recipient facsimile
number and an image of the first page of such transmission, or (c) provided by an overnight courier service shall be rebuttable evidence of
personal service, receipt by facsimile or receipt from an overnight courier service in accordance with clause (a), (b) or (c) above, respectively.



                                                                        5
                  4.3         Entire Agreement; Amendment. This Subscription Agreement supersedes all other prior oral or written
agreements between the Subscriber, the Company, their affiliates and persons acting on their behalf with respect to the matters discussed
herein, and this Subscription Agreement and the instruments referenced herein contain the entire understanding of the parties with respect to
the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor the Subscriber makes any
representation, warranty, covenant or undertaking with respect to such matters. No provision of this Subscription Agreement may be amended
or waived other than by an instrument in writing signed by the Company and the holders of at least a majority of the Shares then outstanding
(determined on an as exercised to common stock basis) (or if prior to the closing, the Subscribers purchasing at least a majority of the Shares to
be purchased at the closing). No such amendment shall be effective to the extent that it applies to less than all of the holders of the Shares then
outstanding.

                   4.4          Severability. If any provision of this Subscription Agreement shall be invalid or unenforceable in any
jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Subscription Agreement in
that jurisdiction or the validity or enforceability of any provision of this Subscription Agreement in any other jurisdiction.

                   4.5         Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity,
enforcement and interpretation of this Subscription Agreement shall be governed by the internal laws of the State of New York, without giving
effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause
the application of the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the non-exclusive
jurisdiction of the state and federal courts sitting in New York for the adjudication of any dispute hereunder or in connection herewith or with
any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or
proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an
inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of
process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for
such notices to it under this Subscription Agreement and agrees that such service shall constitute good and sufficient service of process and
notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Each
party hereby irrevocably waives any right it may have, and agrees not to request, a jury trial for the adjudication of any dispute hereunder or in
connection with or arising out of this Subscription Agreement or any transaction contemplated hereby.

                    4.6         Headings. The headings of this Subscription Agreement are for convenience of reference and shall not form part
of, or affect the interpretation of, this Subscription Agreement.

                   4.7        Successors and Assigns. This Subscription Agreement shall be binding upon and inure to the benefit of the
parties and their respective successors and assigns. The Company shall not assign this Subscription Agreement or any rights or obligations
hereunder without the prior written consent of the holders of at least a majority the Shares then outstanding, except by merger or
consolidation. The Subscriber shall not assign its rights hereunder without the consent of the Company, which consent shall not be
unreasonably withheld.

                   4.8        No Third Party Beneficiaries. This Subscription Agreement is intended for the benefit of the parties hereto and
their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person.

                 4.9         Survival. The representations and warranties of the Company and the Subscriber contained in Articles I and II
and the agreements set forth this Article IV shall survive closing for a period of two years.

                   4.10        Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts
and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably
request in order to carry out the intent and accomplish the purposes of this Subscription Agreement and the consummation of the transactions
contemplated hereby.

                  4.11         No Strict Construction. The language used in this Subscription Agreement will be deemed to be the language
chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.

                  4.12         Legal Representation. The Subscriber acknowledges that: (a) it has read this Subscription Agreement and the
exhibits hereto; (b) it understands that the Company has been represented in the preparation, negotiation, and execution of this Subscription
Agreement by Sichenzia Ross Friedman Ference LLP, counsel to the Company; and (c) it understands the terms and consequences of this
Subscription Agreement and is fully aware of its legal and binding effect.

                   4.13       Counterparts. This Subscription Agreement may be executed in two or more identical counterparts, all of
which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and
delivered to the other party; provided that a facsimile signature shall be considered due execution and shall be binding upon the signatory
thereto with the same force and effect as if the signature were an original, not a facsimile signature.
[Signature page follows.]




           6
        IN WITNESS WHEREOF, the parties have executed this Subscription Agreement as of the day and year first written above.


____________________________________




______________________________________
Address of Subscriber

______________________________________
Taxpayer Identification Number of Subscriber



                                                                   Subscription Accepted:

                                                                  MIDAS MEDICI GROUP HOLDINGS, INC.

                                                                  By: /s/
                                                                       Name: Nana Baffour
                                                                       Title: Co-Executive Chairman and CEO




                                                                  7
Exhibit 10.13

                                             EXPENSE REIMBURSEMENT AGREEMENT

        THIS EXPENSE REIMBURSEMENT AGREEMENT is made and entered into as of this 7 th day of August, 2009, by and
between KNOX LAWRENCE INTERNATIONAL, LLC , a Delaware limited liability company (― KLI ‖), and MIDAS MEDICI GROUP
HOLDINGS, INC., a Delaware corporation (― MMGH ‖) and its successors.

                                                 W    I   T   N   E   S   S   E   T   H:

       WHEREAS, on January 7, 2009, the principals of KLI formed Midas Medici Group Holdings, Inc. (―Midas Medici‖) to acquire
Mondo Acquisition I, Inc., (―Mondo‖) an SEC reporting entity with the intention of merging MMGH and Mondo in order to create a public
Midas Medici to acquire companies in the energy services sector;

           WHEREAS, on May 15, 2009, Midas Medici purchased 100% of the issued and outstanding common stock of Mondo;

           WHEREAS, on May 19, 2009, Midas Medici changed its name to Midas Medici Group Inc, (―MMG‖);

           WHEREAS, on May 19, 2009, MMG distributed the Mondo Stock to its stockholders and was subsequently dissolved;

           WHEREAS, on May 22, 2009, Mondo Acquisition I, Inc. changed its name to Midas Medici Group Holdings, Inc. (―MMGH‖);

         WHEREAS, KLI has incurred and will continue to incur certain expenses and obligations on behalf of MMGH with regards to all
tasks associated with all the necessary steps from the acquisition of Mondo through its acquisition of UtiliPoint;

        WHEREAS, MMGH agrees to reimburse KLI for such incurred expenses and obligations upon KLI furnishing invoices for such
expenses to the extent that MMGH has the resources;

           WHEREAS, KLI and MMGH desire to memorialize such arrangement and their agreement by entering into this Agreement.

           NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinafter set forth, the parties hereto agree as
follows:




           1.      Reimbursement of Expenses .

                  (a)      MMGH and KLI hereby agree to such arrangement, for KLI to incur expenses and obligations on behalf of
MMGH. Additionally, KLI agrees for no fee to provide any services as may be needed related to general organizational and operational
activities of MMGH and certain activities in connection with MMGH‘s acquisition of an operating company to the extent that KLI does not
incur expenses from third parties in doing so.

                 (b)     MMGH hereby authorizes KLI to incur expenses and obligations and to make payments to third party services
providers on behalf of MMGH in an amount of up to $350,000.

                   (c)     KLI shall provide to MMGH from time to time invoices for expenses and obligations directly incurred in
connection therewith, and any amounts that KLI has paid or assumed liability for on behalf of MMGH under subsection (the ― KLI Expenses
and Obligations ‖). MMGH will reimburse KLI for all KLI expenses and obligations promptly after the delivery of any invoices of such
expenses and obligations provided herein including expenses and obligations previously incurred; provided that KLI may agree to permit
MMGH to carry a balance owed from time to time. MMGH hereby assumes and agrees to satisfy and discharge, as the same become due, all
of the existing unreimbursed KLI Expenses.
                    (d)      MMGH acknowledges and agrees that KLI will not be required to devote KLI‘s (or any of its employees, officers,
directors, affiliates or associates) full time and business efforts to the duties of MMGH specified in this Agreement. So long as KLI
accomplishes its duties hereunder, it shall be left to the professional judgment of KLI as to the amount of time and the manner necessary to
perform its duties.

         2.          Term of Agreement; Termination .

                  (a)       This Agreement will commence as of the date hereof and will remain in effect until the one (1) year anniversary
of the date hereof, unless terminated earlier in accordance with the provisions of this Agreement or extend by mutual agreement of KLI and
MMGH.

                  (b)       Either party shall have the right to terminate this Agreement by providing 30 days prior written notice to the other
party at any time during the term hereof, or upon the occurrence of any of the following events:

                          (i) any material failure by such other party to perform any of its obligations under this Agreement and such failure
                  continues uncured for fifteen (15) days after written notice of such failure is delivered to such other party; or

                            (ii) the filing of a voluntary petition by such other party seeking relief under the United States Bankruptcy Code or a
                  case or proceeding is commenced against such other party seeking a decree or order under the United States Bankruptcy
                  Code and such case or proceeding remains undismissed or unstayed for 60 days or more or a decree or order granting the
                  relief sought in such case or proceeding shall be entered by a court of competent jurisdiction.

         3.         Compliance with Laws . Each of the parties covenants and agrees that it will comply with all applicable federal, state and
local laws, rules and regulations and pertinent provisions of all contracts, permits and pertinent agreements to which it is a party or is otherwise
bound that relate to this Agreement.

         4.       Standard of Care . KLI (including any person acting for or on behalf of KLI) will not be liable for any mistakes of fact,
errors of judgment, losses sustained by MMGH or acts or omissions of any kind, unless caused by the gross negligence or willful misconduct
of KLI.

         5.         Notices . Any notices, requests, demands and other communications required or permitted to be given under this Agreement
will be in writing and, except as otherwise specified in writing, will be given by personal delivery, facsimile transmission, express courier
service or by registered or certified mail, postage prepaid, return receipt requested:

         Ifto KLI:       445 Park Avenue
                         20 th Floor
                         New York, New York 10022
                         Attn: Johnson Kachidza
                         Telephone: (212) 792-0921
                         Facsimile: (212) 792-0958

         If to MMGH: 445 Park Avenue
                     20 th Floor
                     New York, New York 10022
                     Attn: Nana Baffour
                     Telephone: (212) 792-0922
                     Facsimile: (212) 792-0958
or to such other addresses as either party hereto may from time to time give notice of (complying as to delivery with the terms of this Section 5)
to the other. Notice by registered or certified mail will be effective three days after deposit in the United States mail. Notice by any other
permitted means will be effective upon receipt.

 7.       Miscellaneous .

                  (a)       This Agreement shall inure to the benefit of the parties and their successors and permitted assigns.

                   (b)      If any term or provision of this Agreement or the application thereof to any person or circumstance will, to any
extent, be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to persons or circumstances
other than those which are invalid or unenforceable, will not be affected thereby, and each term and provision of this Agreement will be valid
and be enforced to the fullest extent permitted by law.

                   (c)       This Agreement contains the entire agreement among the parties hereto with respect to the matters herein contained
and supersedes and preempts any prior understandings, agreements or representations by or among the parties, written or oral, which may have
related to the subject matter hereof in any way.

                  (d)       This Agreement may be executed simultaneously in two or more counterparts, any one of which need not contain
the signatures of more than one party, but all such counterparts taken together shall constitute one and the same Agreement.

                  (e)        This Agreement shall be governed under the laws of the State of New York.

                 (g)        This Agreement may only be modified or amended pursuant to written instruments executed by both parties
hereto. The obligations of the parties hereunder may be waived only with the written consent of the other party.

                                                        [Signatures appear on next page]
                                        [Signature page to Expense Reimbursement Agreement]

        IN WITNESS WHEREOF, intending to be legally bound hereby, the parties hereto, by their duly authorized representatives, have
executed this Agreement as of the date first above written.


                                                                                                                   K
                                                                 NOX LAWRENCE INTERNATIONAL, LLC

                                                                 By:                                                   /
                                                                       s/ Johnson Kachidza
                                                                                                                       N
                                                                       ame: Johnson Kachidza
                                                                                                                       T
                                                                       itle: Managing Principal



                                                                 MIDAS MEDICI GROUP HOLDINGS, INC.

                                                                 By:                                                   /
                                                                       s/ Nana Baffour
                                                                                                                       N
                                                                       ame: Nana Baffour
                                                                                                                       T
                                                                       itle: CEO and Co-Executive Chairman
Exhibit 10.14

                                                      MANAGEMENT AGREEMENT

       THIS MANAGEMENT AGREEMENT (this "Agreement") is executed as of the 23 rd day of July 2007 (the "Effective Date"), by and
between Knox Lawrence International, LLC ("Manager"), a Delaware limited liability company, and Utilipoint International, Inc.
("Company"), a New Mexico Corporation.

                                                                  RECITALS

         WHEREAS, Manager directly, and indirectly through a subsidiary, owns a controlling interest in the Company;

         WHEREAS, Company is in need of certain strategic and management assistance in the operation of its business; and

         WHEREAS, Manager is willing to give such support to Company in exchange for appropriate compensation;

         NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, Manager and Company, hereby agree
as follows:

                                                                  ARTICLE I

                                                       DESCRIPTION OF SERVICES

          Subject to any limitations imposed by applicable law or regulation, Manager will render management, consulting and financial
services to Company and its subsidiaries, which services will include advice and assistance concerning aspects of the operations, planning and
financing of Company and its subsidiaries, and negotiating joint ventures, acquisitions and stock for services transactions, as needed from time
to time, including advising Company and its subsidiaries in their relationships with banks and other financial institutions and with accountants,
attorneys, financial advisers and other professionals.

                                                                 ARTICLE II

                                                              COMPENSATION

         2.1 Compensation Generally. As consideration for the services described above, commencing on the Effective Date, Company shall
pay to Manager an annual fee of $100,000.00 (the "Management Fee"). The Management Fee shall be paid by Company in advance in [four
(4) equal installments coinciding with the fifteenth (15 th ) day of the first (1 st ) month of each calendar quarter]. Payment shall be
made within fifteen (15) days of invoice.

          2.2 Limitations on Payment of Management Fee. Manager acknowledges and agrees that the Company shall not pay the Management
Fee if, after such payment, the Company shall not have sufficient liquidity to pay all of its obligations, including dividends on its Series A
Preferred Stock, for the six month period after payment of such Management Fee. Manager shall not demand payment of any Management Fee
to the extent payment is prohibited by the foregoing sentence, provided that, to the extent that such Management Fee payments are not made,
the Company shall immediately pay Manager any accrued, but unpaid Management Fees, at such time as the prohibition is no longer
applicable. This Section 2.2 shall terminate and be of no further force and effect upon termination of that certain Business Loan Agreement
dated July 23, 2007 by and among UTP International, LLC, a Delaware limited liability company, David Benoit, as agent on behalf of the
investors ("Investors'), the Investors and Manager.




                                                                       1
                                                                ARTICLE III

                                                        TERM AND TERMINATION

          3.1 Term. This Agreement shall remain in effect for a period of one (1) year from the Effective Date, and shall automatically renew
at the end of such year, and each succeeding year, unless terminated by either party as provided below.

 3.2        Termination.

                   (a) Manager may terminate this Agreement by a written notice sent to the other party not less than thirty (30) days prior to
the effective date of termination.

                 (b) Notwithstanding any provisions to the contrary herein, in the event of a change of control, in any manner, in the current
ownership structure of Company as of the date of this Agreement, Manager shall have the option, in its sole discretion, to terminate this
Agreement by giving ten (10) days written notice.

          3.3 Effect of Termination. In the event of termination of this Agreement pursuant to this Article III, Company shall pay Manager any
unpaid Management Fees earned through the date of termination. Manager shall have no obligation to return any Management Fees upon
termination of this Agreement for any reason.

                                                                ARTICLE IV

                                                  INDEMNIFICATION OF MANAGER

         Company shall indemnify Manager and its affiliates, members, directors, officers, members, managers employees and agents and
hold them harmless from any and all actions, causes of action, claims, judgments, obligations and expenses, including reasonable attorney's
fees actually incurred, ("Indemnification Event") arising as a result of this Agreement, unless such Indemnification Event results from the
gross negligence or willful misconduct of the parties seeking indemnification.

                                                                 ARTICLE V

                                                   NONEXCLUSIVE ARRANGEMENT

         5.1 Similar Services. Company acknowledges and agrees that Manager may provide management services to other of its affiliates
and that Manager may offer standardized services to all of such affiliates, including Company. Manager may also centralize some of the
management services to achieve efficiencies of scale or other benefits for some or all of its affiliates.

            5.2         Other Activities of Manager; Investment Opportunities. Company acknowledges and agrees that Manager will not devote
Manager's (or any employee, officer, director, member, manager, affiliate or associate of Manager) full time and business efforts to the duties
of Manager specified in this Agreement, but only so much of such time and efforts as Manager reasonably deems necessary. Company further
acknowledges and agrees that Manager and its affiliates are or may be engaged in the business of investing in, acquiring and/or managing
businesses for Manager's own account, for the account of Manager's affiliates and associates and for the account of other unaffiliated parties
and that no aspect or element of these activities will be deemed to be engaged in for the benefit of Company nor to constitute a conflict of
interest. Manager will be required to bring only those investments and/or business opportunities to the attention of Company which Manager,
in its sole discretion, deems appropriate.



                                                                       2
                                                                   ARTICLE VI

                                                      MISCELLANEOUS PROVISIONS

          6.1 Notices. Any notices permitted or required to be made under this Agreement shall be in writing, signed by the person giving such
notice, election, offer, acceptance, or demand and shall be delivered personally, or sent by registered or certified mail, to the party, at its
address on file with the other party or at such other address as may be supplied in writing. The date of personal delivery or the date of mailing,
as the case may be, shall be the date of such notice, election, offer, acceptance, or demand.

         6.2 Successors and Assigns. This Agreement shall be binding on and shall inure to the benefit of the parties, their respective
successors and permitted assigns. This Agreement is personal to Company and Company shall not assign this Agreement without the written
consent of Manager.

         6.3 Amendment. No change, modification, or amendment of this Agreement shall be valid or binding on the parties unless such
change or modification shall be in writing signed by the party or parties against whom the same is sought to be enforced.

          6.4 Force Majeure. Manager shall have no liability for any losses arising out of delays in performing the services which it renders
under this Agreement which result from events beyond its control, including without limitation, interruption of the business of Manager due to
acts of God, acts of governmental authority, acts of war, riots, civil commotions, insurrections, labor difficulties (including, but not limited to
strikes and other work slippages due to slow-downs), any action or omission of any courier or utility, mechanical or other malfunction, or
electronic or communications interruption.

          6.5 Further Assurances. Each party hereby covenants and agrees that it shall execute and deliver such other documents as may be
required to implement any of the provisions of this Agreement.

          6.6 No Waiver; Time is of the Essence. The failure of any party to insist on strict performance of a covenant hereunder or of any
obligation hereunder shall not be a waiver of such party's right to demand strict compliance therewith in the future, nor shall the same be
construed as a novation of this Agreement. Time is of the essence in this Agreement.

          6.7        Integration. This Agreement constitutes the full and complete agreement of the parties with respect to the subject matter
hereof.


          6.8 Applicable Law. Each Party acknowledges that this Agreement shall be governed and construed in accordance with the law of the
State of New York. Any legal action or proceeding with respect to this Agreement, shall be brought in the courts of the State of New York or of
the United States of America for the Southern District of New York, and, by execution and delivery of this Agreement, each party hereby
accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. The parties hereto hereby
irrevocably waive any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, that any of
them may now or hereafter have to the bringing of any such action or proceeding in such respective jurisdictions.

           6.9 Severability. In the event any provision, clause, sentence, phrase, or word hereof, or the application thereof in any circumstances,
is held to be invalid or unenforceable, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder hereof,
or of the application of any such provision, sentence, clause, phrase, or word in any other circumstances.

        6.10 Attorney's Fees. Company agrees to pay or reimburse Manager upon demand for all out-of-pocket costs and expenses, including
reasonable attorneys' fees and legal costs, incurred by Manager in enforcing this Agreement or exercising or enforcing any other right or
remedy available in connection herewith or therewith.

       6.11 Due Authorization. Company represents and warrants to Manager that the execution, delivery and performance of this Agreement
by Company has been duly authorized by all necessary corporate action of Company.


                                                           [signature page follows]


                                                                         3
IN WITNESS WHEREOF the parties have executed this Management Agreement effective on the date first written above

                                                 KNOX LAWRENCE INTERNATIONAL, LLC

                                                 By: /s/ Johnson Kachidza
                                                 Name:__ Johnson Kachidza _____________________
                                                 Title: _ Managing Principal _______________________




                                                 UTILIPOINT INTERNATIONAL, INC.

                                                 By: /s/ Robert S. Bellemare
                                                 Name:___ Robert Bellemare _____________________
                                                 Title: ___ CEO _______________________________




                                                                 4
Exhibit 10.15




                                                                                                                  Confidential and Proprietary




THE SECURITIES REPRESENTED BY THIS DEBENTURE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1993 (THE ―SECURITIES ACT‖) OR THE SECURITIES ACT OF ANY STATE. THESE SECURITIES HAVE BEEN ISSUED OR SOLD
IN RELIANCE ON THE EXEMPTIONS FROM REGISTRATION CONTAINED IN THE SECURITIES ACT AND IN CERTAIN STATE
SECURITIES ACTS, AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT PURSUANT TO EFFECTIVE REGISTRATION UNDER
SUCH ACTS OR IN A TRANSACTION WHICH IS EXEMPT UNDER SUCH ACTS.
THIS DEBENTURE IS SUBJECT TO THE SUBORDINATION PROVISIONS SET FORTH IN SECTION 6 HEREOF.

                                                      Knox Lawrence International, LLC
                                                         Sr. Subordinated Debenture
                                                           DUE January 15, 2014


ALBUQUERQUE, NEW MEXICO                                                                                                        January 15, 2009


 FOR VALUE RECEIVED, UTILIPOINT INTERNATIONAL, INC., a New Mexico corporation (the ―Company‖), promises to pay to the
order of Knox Lawrence International, LLC, (or any subsequent holder of this Debenture are referred to herein as the ―Holder‖), at 445 Park
Avenue, 20 th Floor, New York, NY 10022 or any such other place as the holder may from time to time designate, the principal sum of
($10,000) TEN THOUSAND and 00/100 DOLLARS (the ―Principal Amount‖) , together with interest on the outstanding principle amount
thereof from time to time at the rate hereinafter provided and any and all other sums which may be owing to the Holder by the Company,
according to the repayment terms set forth in Section 2 hereof, but in no event later than January 15, 2014 , which is the final and absolute due
date of this Debenture, or on such earlier date specified by the Holder if this Debenture is accelerated pursuant to Section 8 hereof.

The following terms shall apply to this Debenture:

         SECTION 1. Interest Rate. From the date hereof, until all sums due and owing hereunder have been paid in full, and unless
adjusted as provided in this Debenture, interest shall accrue upon the unpaid Principal Amount at the rate of TEN PERCENT (10%) per
annum. Interest shall be calculated on the basis of a three hundred sixty-day (360) year applied to the actual number of days the Principal
amount, or any portion thereof, is outstanding.

          SECTION 2. Payment. Commencing on January 15, 2009, and every month thereafter until the Principal Amount has been paid in
full, the Company shall pay to the Holder the accrued and unpaid interest on the outstanding Principal Amount. The Principal Amount shall be
payable in full on January 15, 2014. Alternately the Company can choose to defer payment of interest if agreed to by Holder but Company will
be responsible for paying compounded interest on any accrued interest. If any amounts due under this Debenture are to be paid to the Holder
on a day which is not a regular business day of the Company‘s primary depository bank, then such amounts shall be due on the next day which
is a regular business day.



                                                                    1
                                                                                                                  Confidential and Proprietary




         SECTION 3. Application of Payments . All payments made hereunder shall be applied first to penalties or other sums owing to the
Holder, pursuant to this Debenture, next to accrued interest, and then to the unpaid Principal Amount.

          SECTION 4. Prepayment. Subject to the subordination provisions hereunder, the Company may prepay the unpaid balance of the
Principal Amount hereunder in whole at any time or in part from time to time without premium or penalty.

         SECTION 5. Manner of Payment . All payments of the unpaid balance of the Principal Amount and interest thereon, and all other
sums due hereunder, shall be paid in lawful money of the United States of America during regular business hours at such place as the Holder
may at any time and from time to time designate in writing effective on five (5) days prior written notice to the Company in accordance with
the notice procedures in Section 14 hereof.

        SECTION 6. Subordination . The Company covenants and agrees, and the Holder, by its acceptance of this Debenture, hereby
covenants and agrees on behalf of itself and its successors and assigns as follows:

     a) The indebtedness evidenced by this Debenture, as it may be amended, modified, extended, renewed or substituted from time to time,
        and all obligations of the Company to pay the principal of and interest on the Debenture, and all other amounts and liabilities under
        this Debenture, whether such indebtedness, obligations and liabilities are now existing or hereafter arising (collectively, the
        ―Subordinated Obligations‖) are hereby expressly subordinated to and in favor of the indefeasible and full payment in cash of all of
        the Senior Indebtedness, as hereinafter defined, to the extent and in the manner hereinafter set forth.

     b) As used herein, the term Senior Indebtedness shall mean all indebtedness, liabilities and obligations of the Company to any ―Financial
        Institutions‖ as defined in the Financial Institutions Article of the Annotated Code of Maryland (the ―Banks‖) of every kind and
        nature whatsoever, whether now existing or hereafter arising or created at any time, including without limitation, all indebtedness,
        liabilities and obligations of the Company to the Banks which are direct, indirect, contingent, primary, secondary, alone, jointly with
        others, due, to become due, unsecured, secured, or future advances and including, without limitation, all liabilities, indebtedness and
        obligations of the Company to the Banks.

     c) Until the maturity date of this Debenture, January 15, 2014 (subject to the subordination agreement with the Banks), or until the
        Senior Indebtedness has earlier been fully and indefeasibly paid in cash, the Holder shall not, without the prior written consent of the
        Banks, ask for, demand, accelerate, declare a default under, sue for, set-off, accept or receive any payment of all or any part of the
        Subordinated Obligations; provided, however, that until (i) the Banks notify the Holder that the Company is in default under the
        Senior Indebtedness, or (ii) the Company is the subject of bankruptcy or insolvency proceedings, the Holder may receive the regularly
        scheduled payments of interest payable under this Debenture as in effect on the date hereof (without giving effect to any amendment
which would increase the amount of any such payment).




                                                        2
                                                                                                             Confidential and Proprietary




d) The Holder and the Company agree, represent and warrant that the Subordinated Obligations are not secured in any way, directly or
   indirectly, including, without limitation, by security agreement, pledge agreement, guaranty agreement, mortgage, deed of trust, or
   any other document, lien, encumbrance or otherwise.

e) The Holder and the Company agree that his Debenture and all other instruments now or hereafter evidencing all or any portion of the
   Subordinated Obligations shall bear on its face a clear legend that it is subject to the subordination provisions of the Debenture.

f) In the event of any distribution, division or application, partial or complete, voluntary or involuntary, by operation of law or
   otherwise, of all or any part of the assets of the Company or the proceeds thereof to creditors of the Company or to any indebtedness,
   liabilities and obligations of the Company, by reason of the liquidation, dissolution or other winding up of the Company or the
   Company‘s business, or in the event of any sale, receivership, insolvency or bankruptcy proceeding, or assignment for the benefit of
   creditors, or any proceeding by or against the Company for any relief under any bankruptcy or insolvency law, then any payment or
   distributions of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with
   respect to all or any part of the Subordinated Obligations shall be paid or delivered directly to the Banks for application to the Senior
   Indebtedness (whether due or not due and in such order and manner as the Banks may elect; and including, without limitation, any
   interest accruing subsequent to the commencement of any such event or proceeding) until the Senior Indebtedness shall have been
   fully paid and satisfied. The Holder hereby irrevocably authorizes and empowers the Banks, and irrevocably appoints the Banks the
   Attorneys-in fact for the Holder to demand, sue for, collect and receive every such payment or distribution and give acquittance
   therefore and to file claims and take such other proceedings in the name of the Banks or in the name of the Holder or otherwise, as the
   Banks may deem necessary or advisable to carry out the provisions hereof.

g) The Company and the Holder agree that the Banks are third-party beneficiaries of the provisions of this Debenture and shall be
   entitled to enforce such provisions by proceedings at law or in equity, or otherwise. If any of the Senior Indebtedness should be
   transferred or assigned by the Banks, the provisions of this Debenture will inure to the benefit of the transferee or assignee to the
   extent of such transfer or assignment, provided that the Banks shall continue to have the unimpaired right to enforce the provisions of
   this Debenture as to any of the Senior Indebtedness not so transferred or assigned. This Debenture shall be binding upon the Holder
   and the Company and their respective successors and assigns. None of the provisions of this Debenture may be waived, modified or
   amended without the prior written consent of the Banks, or if any of the Senior Indebtedness has then been transferred or assigned, by
   the then holders or obligees of all of the Senior Indebtedness.

h) The Company shall provide written notice to the Holder in accordance with the provisions of Section 14 hereof as to any additional
   Senior Indebtedness incurred by or agreed to by the Company after the date hereof and during such time that any amounts are
outstanding under this Debenture.




                                    3
                                                                                                                  Confidential and Proprietary




         SECTION 7. Late Payment Penalty . Should any payment of interest, of principal and interest, or of any other sum due hereunder,
be received by the Holder more than ten (10) days after its due date, unless authorized by the Holder, the Company shall pay a late payment
penalty equal to fifteen PERCENT (15%) per annum on the amount then due for the actual number of days that such payment is past due.

        SECTION 8. Events of Default; Acceleration. The occurrence of any one or more of the following events shall constitute an Event
of Default under this Debenture:

              a) the failure of the Company to pay within ten (10) days after the delivery of written notice of default from the Holder in
                 accordance with the notice provisions of Section 14 hereof any principal of or interest on the Debenture.

              b) the filing of a petition for relief under the Bankruptcy Code or any similar federal or state statute by or against the Company;
                 or

              c) an application for the appointment of a receiver for, the making of a general assignment for the benefit of creditors by, or the
                 insolvency of, the Company.

              d) the addition of new debt to the current debt of the Company which results in the total debt of UtiliPoint senior to this
                 Debenture cumulatively reaching a level in excess of four (4) times the trailing twelve month EBITDA from operations of
                 the Company or a combination of its business and businesses it may acquire before this Debenture is paid in full.

 Subject to the subordination provisions hereunder, at any time after the occurrence of an Event of Default, the Holder may, in the Holder‘s
sole and absolute discretion (i) declare the entire unpaid balance of the Principal Amount plus accrued interest and other sums due
hereunder immediately due and payable, and (ii) exercise any or all rights and remedies available to the Holder hereunder, or under applicable
law and claim rights and remedies ahead of subordinate debt held by shareholders and officers, or their heirs or assigns.

         SECTION 9. Default Interest Rate . Upon the occurrence of an Event of Default and if the Holder elects to accelerate the unpaid
Principal Amount as a result of such Event of Default, and unless and until cured, the rate of interest accruing on the unpaid Principal Amount
shall be Eighteen Percent (18%) per annum for the actual number of days that such Event of Default exists and remains uncured.

 SECTION 10. Interest Rate After Judgment. If judgment is entered against the Company on this Debenture, the amount of the judgment
entered (which may include principal, interest, default interest, late charges, fees, expenses and costs) shall bear interest at the highest rate
authorized under this Debenture as of the date of entry of the judgment.
 SECTION 11. Confessed Judgment . Subject to the subordination provisions hereunder, upon the occurrence of an Event of Default, the
Company hereby authorizes any attorney designated by the Holder or any clerk of any court of record to appear for the Company in any court
of record and confess judgment without prior hearing against the Company in favor of the Holder for and in the amount of the unpaid Principal
Amount, all interest accrued and unpaid, all other amounts payable by the Company to the Holder under the terms of this Debenture, costs of
suit, and attorneys‘ fees of five percent (5%) of the unpaid Principal Amount and interest due hereunder. The Company hereby releases, to the
extent permitted by applicable law, all errors and all rights of exemption, appeal, stay of execution, inquisition, and other rights to which the
Company may otherwise be entitled under the laws of the United States of America now in force and which may hereafter be enacted. The
authority and power to appear for and enter judgment against the Company shall not be exhausted by one or more exercises thereof or by any
imperfect exercise thereof and shall not be extinguished by any judgment entered pursuant thereto. Such authority may be exercised on one or
more occasions or from time to time in the same or different jurisdictions as often as the Holder shall deem necessary or desirable, for all of
which this Debenture shall be a sufficient warrant.



                                                                       4
                                                                                                                   Confidential and Proprietary




 SECTION 12. Waiver of Protest . The Company, and all parties to this Debenture, whether maker, endorser or guarantor, waive
presentment, notice of dishonor and protest.

 SECTION 13. Waiver and Amendments . Each right, power and remedy of the Holder hereunder, or under applicable law, shall be
cumulative and concurrent, and the exercise of any one or more of them shall not preclude the simultaneous or later exercise by the Holder of
any or all such other rights, powers or remedies. No failure or delay by the Holder to insist upon the strict performance of any one or more
provisions of this Debenture, or to exercise any right, power or remedy consequent upon a breach thereof or default hereunder shall constitute a
waiver thereof, or preclude the Holder from exercising any such right, power or remedy. By accepting full or partial payment after the due date
of any amount of principal or interest on the Debenture, the Holder shall not be deemed to have waived the right to require payment when due
and payable of all other amounts of principal of or interest on this Debenture, or to exercise any rights and remedies available to it in order to
collect all such other amounts due and payable under this Debenture. No modification, change, waiver or amendment of this Debenture shall
be deemed to be made by the Holder unless in writing signed by the Holder, and each such waiver, if any, shall apply only with respect to the
specific instance involved.

 SECTION 14. Notices . Any notice, request, or demand to or upon the Company or the Holder shall be deemed to have been properly
given or made when delivered as follows:

      If to the
                          UtiliPoint International, Inc.
      Company:
                          6000 Uptown Blvd., Suite 314
                          Albuquerque, NM 87110
                          Attn: Chief Executive Officer

      If to the Holder:   Knox Lawrence International, LLC
                          445 Park Avenue, 20 th Floor
                          New York, NY 10022
                          Attn: Nana Baffour, Managing Principal




                                                                        5
                                                                                                                      Confidential and Proprietary




         SECTION 15. Partial Invalidity . In the event any provision of this Debenture (or any part of any provision) is held by a court of
competent jurisdiction to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any
other provision (or remaining part of the affected provision) of the Debenture; but this Debenture shall be construed as if such invalid, illegal,
or unenforceable provision (or part thereof) had not been contained in this Debenture, but only to the extent it is invalid, illegal, or
unenforceable.

       SECTION 16. Assignment . This Debenture may be assigned by the Holder at any time, in whole or in part, without the approval of
the Company.

         SECTION 17. Captions . The captions herein set forth are for convenience only and shall not be deemed to define, limit or describe
the scope or intent of the Debenture.

         SECTION 18. Governing Law . The provisions of this Debenture shall be construed, interpreted and enforced in accordance with
the laws of the State of New Mexico as the same may be in effect from time to time.

          SECTION 19. Further Assurances . The parties hereto agree to execute, acknowledge, seal and deliver, after the date hereof, such
further assurances, instruments and documents and to take such further actions as the parties hereto may reasonably request in order to
accomplish, facilitate performance of, or otherwise fulfill the transaction contemplated herein.

         SECTION 20. Entire Agreement . This Debenture constitutes the entire agreement and understanding between the parties hereto
with respect to the matters herein set forth.



                                                                         6
                                                                                                         Confidential and Proprietary




IN WITNESS WHEREOF, the Company has caused this Debenture to be executed in its name by its duly authorized officer on its behalf, as
of the day and year first above written.

ATTEST:                                                               Knox Lawrence International


/s/ Robert C. Bellemare                                               /s/ Nana Baffour
Robert C. Bellemare                                                   Nana Baffour
CEO                                                                   Managing Principal




                                                                  7
Exhibit 10.16




                                                                                                                 Confidential and Proprietary



THE SECURITIES REPRESENTED BY THIS DEBENTURE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1993 (THE ―SECURITIES ACT‖) OR THE SECURITIES ACT OF ANY STATE. THESE SECURITIES HAVE BEEN ISSUED OR SOLD
IN RELIANCE ON THE EXEMPTIONS FROM REGISTRATION CONTAINED IN THE SECURITIES ACT AND IN CERTAIN STATE
SECURITIES ACTS, AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT PURSUANT TO EFFECTIVE REGISTRATION UNDER
SUCH ACTS OR IN A TRANSACTION WHICH IS EXEMPT UNDER SUCH ACTS.
THIS DEBENTURE IS SUBJECT TO THE SUBORDINATION PROVISIONS SET FORTH IN SECTION 6 HEREOF.

                                                     Knox Lawrence International, LLC
                                                        Sr. Subordinated Debenture
                                                         DUE December 31, 2013

ALBUQUERQUE, NEW MEXICO                                                                                                    December 31, 2008


 FOR VALUE RECEIVED, UTILIPOINT INTERNATIONAL, INC., a New Mexico corporation (the ―Company‖), promises to pay to the
order of Knox Lawrence International, LLC, (or any subsequent holder of this Debenture are referred to herein as the ―Holder‖), at 445 Park
Avenue, 20 th Floor, New York, NY 10022 or any such other place as the holder may from time to time designate, the principal sum of
($62,500) SIXTY TWO THOUSAND FIVE HUNDRED and 00/100 DOLLARS (the ―Principal Amount‖) , together with interest on the
outstanding principle amount thereof from time to time at the rate hereinafter provided and any and all other sums which may be owing to the
Holder by the Company, according to the repayment terms set forth in Section 2 hereof, but in no event later than December 31, 201 3, which is
the final and absolute due date of this Debenture, or on such earlier date specified by the Holder if this Debenture is accelerated pursuant to
Section 8 hereof.

The following terms shall apply to this Debenture:

         SECTION 1. Interest Rate. From the date hereof, until all sums due and owing hereunder have been paid in full, and unless
adjusted as provided in this Debenture, interest shall accrue upon the unpaid Principal Amount at the rate of TEN PERCENT (10%) per
annum. Interest shall be calculated on the basis of a three hundred sixty-day (360) year applied to the actual number of days the Principal
amount, or any portion thereof, is outstanding.

           SECTION 2. Payment. Commencing on December 31, 2008, and every month thereafter until the Principal Amount has been paid
in full, the Company shall pay to the Holder the accrued and unpaid interest on the outstanding Principal Amount. The Principal Amount shall
be payable in full on December 31, 2013. Alternately the Company can choose to defer payment of interest if agreed to by Holder but
Company will be responsible for paying compounded interest on any accrued interest. If any amounts due under this Debenture are to be paid
to the Holder on a day which is not a regular business day of the Company‘s primary depository bank, then such amounts shall be due on the
next day which is a regular business day.
1
                                                                                                                   Confidential and Proprietary



         SECTION 3. Application of Payments . All payments made hereunder shall be applied first to penalties or other sums owing to the
Holder, pursuant to this Debenture, next to accrued interest, and then to the unpaid Principal Amount.

          SECTION 4. Prepayment. Subject to the subordination provisions hereunder, the Company may prepay the unpaid balance of the
Principal Amount hereunder in whole at any time or in part from time to time without premium or penalty.

         SECTION 5. Manner of Payment . All payments of the unpaid balance of the Principal Amount and interest thereon, and all other
sums due hereunder, shall be paid in lawful money of the United States of America during regular business hours at such place as the Holder
may at any time and from time to time designate in writing effective on five (5) days prior written notice to the Company in accordance with
the notice procedures in Section 14 hereof.

        SECTION 6. Subordination . The Company covenants and agrees, and the Holder, by its acceptance of this Debenture, hereby
covenants and agrees on behalf of itself and its successors and assigns as follows:

          a) The indebtedness evidenced by this Debenture, as it may be amended, modified, extended, renewed or substituted from time to
             time, and all obligations of the Company to pay the principal of and interest on the Debenture, and all other amounts and
             liabilities under this Debenture, whether such indebtedness, obligations and liabilities are now existing or hereafter arising
             (collectively, the ―Subordinated Obligations‖) are hereby expressly subordinated to and in favor of the indefeasible and full
             payment in cash of all of the Senior Indebtedness, as hereinafter defined, to the extent and in the manner hereinafter set forth.

         b) As used herein, the term Senior Indebtedness shall mean all indebtedness, liabilities and obligations of the Company to any
            ―Financial Institutions‖ as defined in the Financial Institutions Article of the Annotated Code of Maryland (the ―Banks‖) of every
            kind and nature whatsoever, whether now existing or hereafter arising or created at any time, including without limitation, all
            indebtedness, liabilities and obligations of the Company to the Banks which are direct, indirect, contingent, primary, secondary,
            alone, jointly with others, due, to become due, unsecured, secured, or future advances and including, without limitation, all
            liabilities, indebtedness and obligations of the Company to the Banks.

          c) Until the maturity date of this Debenture, December 31, 2013 (subject to the subordination agreement with the Banks), or until
             the Senior Indebtedness has earlier been fully and indefeasibly paid in cash, the Holder shall not, without the prior written
             consent of the Banks, ask for, demand, accelerate, declare a default under, sue for, set-off, accept or receive any payment of all or
             any part of the Subordinated Obligations; provided, however, that until (i) the Banks notify the Holder that the Company is in
             default under the Senior Indebtedness, or (ii) the Company is the subject of bankruptcy or insolvency proceedings, the Holder
             may receive the regularly scheduled payments of interest payable under this Debenture as in effect on the date hereof (without
             giving effect to any amendment which would increase the amount of any such payment).
2
                                                                                                         Confidential and Proprietary



d) The Holder and the Company agree, represent and warrant that the Subordinated Obligations are not secured in any way, directly
   or indirectly, including, without limitation, by security agreement, pledge agreement, guaranty agreement, mortgage, deed of
   trust, or any other document, lien, encumbrance or otherwise.

e) The Holder and the Company agree that his Debenture and all other instruments now or hereafter evidencing all or any portion of
   the Subordinated Obligations shall bear on its face a clear legend that it is subject to the subordination provisions of the
   Debenture.

f) In the event of any distribution, division or application, partial or complete, voluntary or involuntary, by operation of law or
   otherwise, of all or any part of the assets of the Company or the proceeds thereof to creditors of the Company or to any
   indebtedness, liabilities and obligations of the Company, by reason of the liquidation, dissolution or other winding up of the
   Company or the Company‘s business, or in the event of any sale, receivership, insolvency or bankruptcy proceeding, or
   assignment for the benefit of creditors, or any proceeding by or against the Company for any relief under any bankruptcy or
   insolvency law, then any payment or distributions of any kind or character, either in cash, securities or other property, which shall
   be payable or deliverable upon or with respect to all or any part of the Subordinated Obligations shall be paid or delivered
   directly to the Banks for application to the Senior Indebtedness (whether due or not due and in such order and manner as the
   Banks may elect; and including, without limitation, any interest accruing subsequent to the commencement of any such event or
   proceeding) until the Senior Indebtedness shall have been fully paid and satisfied. The Holder hereby irrevocably authorizes and
   empowers the Banks, and irrevocably appoints the Banks the Attorneys-in fact for the Holder to demand, sue for, collect and
   receive every such payment or distribution and give acquittance therefore and to file claims and take such other proceedings in
   the name of the Banks or in the name of the Holder or otherwise, as the Banks may deem necessary or advisable to carry out the
   provisions hereof.

g) The Company and the Holder agree that the Banks are third-party beneficiaries of the provisions of this Debenture and shall be
   entitled to enforce such provisions by proceedings at law or in equity, or otherwise. If any of the Senior Indebtedness should be
   transferred or assigned by the Banks, the provisions of this Debenture will inure to the benefit of the transferee or assignee to the
   extent of such transfer or assignment, provided that the Banks shall continue to have the unimpaired right to enforce the
   provisions of this Debenture as to any of the Senior Indebtedness not so transferred or assigned. This Debenture shall be binding
   upon the Holder and the Company and their respective successors and assigns. None of the provisions of this Debenture may be
   waived, modified or amended without the prior written consent of the Banks, or if any of the Senior Indebtedness has then been
   transferred or assigned, by the then holders or obligees of all of the Senior Indebtedness.

h) The Company shall provide written notice to the Holder in accordance with the provisions of Section 14 hereof as to any
   additional Senior Indebtedness incurred by or agreed to by the Company after the date hereof and during such time that any
   amounts are outstanding under this Debenture.
3
                                                                                                                   Confidential and Proprietary



         SECTION 7. Late Payment Penalty . Should any payment of interest, of principal and interest, or of any other sum due hereunder,
be received by the Holder more than ten (10) days after its due date, unless authorized by the Holder, the Company shall pay a late payment
penalty equal to fifteen PERCENT (15%) per annum on the amount then due for the actual number of days that such payment is past due.

        SECTION 8. Events of Default; Acceleration. The occurrence of any one or more of the following events shall constitute an Event
of Default under this Debenture:

              a) the failure of the Company to pay within ten (10) days after the delivery of written notice of default from the Holder in
                 accordance with the notice provisions of Section 14 hereof any principal of or interest on the Debenture.

              b) the filing of a petition for relief under the Bankruptcy Code or any similar federal or state statute by or against the Company;
                 or

              c) an application for the appointment of a receiver for, the making of a general assignment for the benefit of creditors by, or the
                 insolvency of, the Company.

              d) the addition of new debt to the current debt of the Company which results in the total debt of UtiliPoint senior to this
                 Debenture cumulatively reaching a level in excess of four (4) times the trailing twelve month EBITDA from operations of
                 the Company or a combination of its business and businesses it may acquire before this Debenture is paid in full.

 Subject to the subordination provisions hereunder, at any time after the occurrence of an Event of Default, the Holder may, in the Holder‘s
sole and absolute discretion (i) declare the entire unpaid balance of the Principal Amount plus accrued interest and other sums due
hereunder immediately due and payable, and (ii) exercise any or all rights and remedies available to the Holder hereunder, or under applicable
law and claim rights and remedies ahead of subordinate debt held by shareholders and officers, or their heirs or assigns.

         SECTION 9. Default Interest Rate . Upon the occurrence of an Event of Default and if the Holder elects to accelerate the unpaid
Principal Amount as a result of such Event of Default, and unless and until cured, the rate of interest accruing on the unpaid Principal Amount
shall be Eighteen Percent (18%) per annum for the actual number of days that such Event of Default exists and remains uncured.




                                                                       4
                                                                                                                   Confidential and Proprietary



 SECTION 10. Interest Rate After Judgment. If judgment is entered against the Company on this Debenture, the amount of the judgment
entered (which may include principal, interest, default interest, late charges, fees, expenses and costs) shall bear interest at the highest rate
authorized under this Debenture as of the date of entry of the judgment.

 SECTION 11. Confessed Judgment . Subject to the subordination provisions hereunder, upon the occurrence of an Event of Default, the
Company hereby authorizes any attorney designated by the Holder or any clerk of any court of record to appear for the Company in any court
of record and confess judgment without prior hearing against the Company in favor of the Holder for and in the amount of the unpaid Principal
Amount, all interest accrued and unpaid, all other amounts payable by the Company to the Holder under the terms of this Debenture, costs of
suit, and attorneys‘ fees of five percent (5%) of the unpaid Principal Amount and interest due hereunder. The Company hereby releases, to the
extent permitted by applicable law, all errors and all rights of exemption, appeal, stay of execution, inquisition, and other rights to which the
Company may otherwise be entitled under the laws of the United States of America now in force and which may hereafter be enacted. The
authority and power to appear for and enter judgment against the Company shall not be exhausted by one or more exercises thereof or by any
imperfect exercise thereof and shall not be extinguished by any judgment entered pursuant thereto. Such authority may be exercised on one or
more occasions or from time to time in the same or different jurisdictions as often as the Holder shall deem necessary or desirable, for all of
which this Debenture shall be a sufficient warrant.

 SECTION 12. Waiver of Protest . The Company, and all parties to this Debenture, whether maker, endorser or guarantor, waive
presentment, notice of dishonor and protest.

 SECTION 13. Waiver and Amendments . Each right, power and remedy of the Holder hereunder, or under applicable law, shall be
cumulative and concurrent, and the exercise of any one or more of them shall not preclude the simultaneous or later exercise by the Holder of
any or all such other rights, powers or remedies. No failure or delay by the Holder to insist upon the strict performance of any one or more
provisions of this Debenture, or to exercise any right, power or remedy consequent upon a breach thereof or default hereunder shall constitute a
waiver thereof, or preclude the Holder from exercising any such right, power or remedy. By accepting full or partial payment after the due date
of any amount of principal or interest on the Debenture, the Holder shall not be deemed to have waived the right to require payment when due
and payable of all other amounts of principal of or interest on this Debenture, or to exercise any rights and remedies available to it in order to
collect all such other amounts due and payable under this Debenture. No modification, change, waiver or amendment of this Debenture shall
be deemed to be made by the Holder unless in writing signed by the Holder, and each such waiver, if any, shall apply only with respect to the
specific instance involved.



                                                                        5
                                                                                                                      Confidential and Proprietary



 SECTION 14. Notices . Any notice, request, or demand to or upon the Company or the Holder shall be deemed to have been properly given
or made when delivered as follows:

       If to the Company: UtiliPoint International, Inc.
                          6000 Uptown Blvd., Suite 314
                          Albuquerque, NM 87110
                          Attn: Chief Executive Officer

       If to the Holder:    Knox Lawrence International, LLC
                            445 Park Avenue, 20 th Floor
                            New York, NY 10022
                            Attn: Nana Baffour, Managing Principal

         SECTION 15. Partial Invalidity . In the event any provision of this Debenture (or any part of any provision) is held by a court of
competent jurisdiction to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any
other provision (or remaining part of the affected provision) of the Debenture; but this Debenture shall be construed as if such invalid, illegal,
or unenforceable provision (or part thereof) had not been contained in this Debenture, but only to the extent it is invalid, illegal, or
unenforceable.

       SECTION 16. Assignment . This Debenture may be assigned by the Holder at any time, in whole or in part, without the approval of
the Company.

         SECTION 17. Captions . The captions herein set forth are for convenience only and shall not be deemed to define, limit or describe
the scope or intent of the Debenture.



         SECTION 18. Governing Law . The provisions of this Debenture shall be construed, interpreted and enforced in accordance with
the laws of the State of New Mexico as the same may be in effect from time to time.

          SECTION 19. Further Assurances . The parties hereto agree to execute, acknowledge, seal and deliver, after the date hereof, such
further assurances, instruments and documents and to take such further actions as the parties hereto may reasonably request in order to
accomplish, facilitate performance of, or otherwise fulfill the transaction contemplated herein.

         SECTION 20. Entire Agreement . This Debenture constitutes the entire agreement and understanding between the parties hereto
with respect to the matters herein set forth.
6
                                                                                                         Confidential and Proprietary



IN WITNESS WHEREOF, the Company has caused this Debenture to be executed in its name by its duly authorized officer on its behalf, as
of the day and year first above written.

ATTEST:                                                               Knox Lawrence International, LLC


/s/ Robert C. Bellemare                                               /s/ Nana Baffour
Robert C. Bellemare                                                   Nana Baffour
CEO                                                                   Managing Principal




                                                                  7
Exhibit 10.17


                Filed as a PDF Reference.
Exhibit 10.18


                Filed as a PDF Reference.
Exhibit 10.19


                Filed as a PDF Reference.
Exhibit 10.20


                Filed as a PDF Reference.
Exhibit 14.1

               CODE OF ETHICS AND BUSINESS CONDUCT FOR OFFICERS, DIRECTORS AND EMPLOYEES OF
                                     MIDAS MEDICI GROUP HOLDINGS, INC.

1.       TREAT IN AN ETHICAL MANNER THOSE TO WHOM MIDAS MEDICI GROUP HOLDINGS, INC. HAS AN
         OBLIGATION

The officers, directors and employees of Midas Medici Group Holdings, Inc. (the ―Company‖) are committed to honesty, just management,
fairness, providing a safe and healthy environment free from the fear of retribution, and respecting the dignity due everyone. For the
communities in which we live and work we are committed to observe sound environmental business practices and to act as concerned and
responsible neighbors, reflecting all aspects of good citizenship.

For our shareholders we are committed to pursuing sound growth and earnings objectives and to exercising prudence in the use of our assets
and resources.

For our suppliers and partners we are committed to fair competition and the sense of responsibility required of a good customer and teammate.

2.      PROMOTE A POSITIVE WORK ENVIRONMENT

All employees want and deserve a workplace where they feel respected, satisfied, and appreciated. We respect cultural diversity and will not
tolerate harassment or discrimination of any kind -- especially involving race, color, religion, gender, age, national origin, disability, and
veteran or marital status.

Providing an environment that supports honesty, integrity, respect, trust, responsibility, and citizenship permits us the opportunity to achieve
excellence in our workplace. While everyone who works for the Company must contribute to the creation and maintenance of such an
environment, our executives and management personnel assume special responsibility for fostering a work environment that is free from the
fear of retribution and will bring out the best in all of us. Supervisors must be careful in words and conduct to avoid placing, or seeming to
place, pressure on subordinates that could cause them to deviate from acceptable ethical behavior.

3.       PROTECT YOURSELF, YOUR FELLOW EMPLOYEES, AND THE WORLD WE LIVE IN

We are committed to providing a drug-free, safe and healthy work environment, and to observing environmentally sound business practices.
We will strive, at a minimum, to do no harm and where possible, to make the communities in which we work a better place to live. Each of us
is responsible for compliance with environmental, health and safety laws and regulations.



4.      KEEP ACCURATE AND COMPLETE RECORDS

We must maintain accurate and complete Company records. Transactions between the Company and outside individuals and organizations
must be promptly and accurately entered in our books in accordance with generally accepted accounting practices and principles. No one
should rationalize or even consider misrepresenting facts or falsifying records. It will not be tolerated and will result in disciplinary action.

5.      OBEY THE LAW

We will conduct our business in accordance with all applicable laws and regulations. Compliance with the law does not comprise our entire
ethical responsibility. Rather, it is a minimum, absolutely essential condition for performance of our duties. In conducting business, we shall:

         A.       STRICTLY ADHERE TO ALL ANTITRUST LAWS

         Officer, directors and employees must strictly adhere to all antitrust laws. Such laws exist in the United States and in many other
         countries where the Company may conduct business. These laws prohibit practices in restraint of trade such as price fixing and
         boycotting suppliers or customers. They also bar pricing intended to run a competitor out of business; disparaging, misrepresenting, or
         harassing a competitor; stealing trade secrets; bribery; and kickbacks.

         B.       STRICTLY COMPLY WITH ALL SECURITIES LAWS

         In our role as a publicly owned company, we must always be alert to and comply with the security laws and regulations of the United
         States and other countries.
1
                  I.       DO NOT ENGAGE IN SPECULATIVE OR INSIDER TRADING

                 Federal law and Company policy prohibits officers, directors and employees, directly or indirectly through their families or
                 others, from purchasing or selling company stock while in the possession of material, non-public information concerning the
                 Company. This same prohibition applies to trading in the stock of other publicly held companies on the basis of material,
                 non-public information. To avoid even the appearance of impropriety, Company policy also prohibits officers, directors and
                 employees from trading options on the open market in Company stock under any circumstances.

                 Material, non-public information is any information that could reasonably be expected to affect the price of a stock. If an
                 officer, director or employee is considering buying or selling a stock because of inside information they possess, they should
                 assume that such information is material. It is also important for the officer, director or employee to keep in mind that if any
                 trade they make becomes the subject of an investigation by the government, the trade will be viewed after-the-fact with the
                 benefit of hindsight. Consequently, officers, directors and employees should always carefully consider how their trades
                 would look from this perspective.

                 Two simple rules can help protect you in this area: (1) Do not use non-public information for personal gain. (2) Do not pass
                 along such information to someone else who has no need to know.

                 This guidance also applies to the securities of other companies for which you receive information in the course of your
                 employment at The Company.

                 II.       BE TIMELY AND ACCURATE IN ALL PUBLIC REPORTS

                 As a public company, the Company must be fair and accurate in all reports filed with the United States Securities and
                 Exchange Commission. Officers, directors and management of the Company are responsible for ensuring that all reports are
                 filed in a timely manner and that they fairly present the financial condition and operating results of the Company.

                 Securities laws are vigorously enforced. Violations may result in severe penalties including forced sales of parts of the
                 business and significant fines against the Company. There may also be sanctions against individual employees including
                 substantial fines and prison sentences.

                 The principal executive officer and principal financial Officer will certify to the accuracy of reports filed with the SEC in
                 accordance with the Sarbanes-Oxley Act of 2002. Officers and Directors who knowingly or willingly make false
                 certifications may be subject to criminal penalties or sanctions including fines and imprisonment.

6.      AVOID CONFLICTS OF INTEREST

Our officers, directors and employees have an obligation to give their complete loyalty to the best interests of the Company. They should avoid
any action that may involve, or may appear to involve, a conflict of interest with the Company. Officers, directors and employees should not
have any financial or other business relationships with suppliers, customers or competitors that might impair, or even appear to impair, the
independence of any judgment they may need to make on behalf of the Company.




                                                                       2
HERE ARE SOME WAYS A CONFLICT OF INTEREST COULD ARISE:

         
           Employment by a competitor, or potential competitor, regardless of the nature of the employment, while employed by the
           Company.
         
           Acceptance of gifts, payment, or services from those seeking to do business with the Company.
         
           Placement of business with a firm owned or controlled by an officer, director or employee or his/her family.
         
           Ownership of, or substantial interest in, a company that is a competitor, client or supplier.
         
           Acting as a consultant to a company customer, client or supplier.
         
           Seeking the services or advice of an accountant or attorney who has provided services to the Company.

Officers, directors and employees are under a continuing obligation to disclose any situation that presents the possibility of a conflict or
disparity of interest between the officer, director or employee and the Company. Disclosure of any potential conflict is the key to remaining in
full compliance with this policy.

7.       COMPETE ETHICALLY AND FAIRLY FOR BUSINESS OPPORTUNITIES

We must comply with the laws and regulations that pertain to the acquisition of goods and services. We will compete fairly and ethically for all
business opportunities. In circumstances where there is reason to believe that the release or receipt of non-public information is unauthorized,
do not attempt to obtain and do not accept such information from any source.

If you are involved in Company transactions, you must be certain that all statements, communications, and representations are accurate and
truthful.

8.      AVOID ILLEGAL AND QUESTIONABLE GIFTS OR FAVORS

The sale and marketing of our products and services should always be free from even the perception that favorable treatment was sought,
received, or given in exchange for the furnishing or receipt of business courtesies. Officers, directors and employees of the Company will
neither give nor accept business courtesies that constitute, or could be reasonably perceived as constituting, unfair business inducements or that
would violate law, regulation or policies of the Company, or could cause embarrassment to or reflect negatively on the Company's reputation.

9.       MAINTAIN THE INTEGRITY OF CONSULTANTS, AGENTS, AND REPRESENTATIVES

Business integrity is a key standard for the selection and retention of those who represent the Company. Agents, representatives and consultants
must certify their willingness to comply with the Company's policies and procedures and must never be retained to circumvent our values and
principles. Paying bribes or kickbacks, engaging in industrial espionage, obtaining the proprietary data of a third party without authority, or
gaining inside information or influence are just a few examples of what could give us an unfair competitive advantage and could result in
violations of law.

10.       PROTECT PROPRIETARY INFORMATION

Proprietary Company information may not be disclosed to anyone without proper authorization. Keep proprietary documents protected and
secure. In the course of normal business activities, suppliers, customers and competitors may sometimes divulge to you information that is
proprietary to their business. Respect these confidences.

11.       OBTAIN AND USE COMPANY ASSETS WISELY

Personal use of Company property must always be in accordance with corporate policy. Proper use of Company property, information
resources, material, facilities and equipment is your responsibility. Use and maintain these assets with the utmost care and respect, guarding
against waste and abuse, and never borrow or remove Company property without management's permission.




                                                                        3
12.      FOLLOW THE LAW AND USE COMMON SENSE IN POLITICAL CONTRIBUTIONS AND ACTIVITIES

The Company encourages its employees to become involved in civic affairs and to participate in the political process. Employees must
understand, however, that their involvement and participation must be on an individual basis, on their own time and at their own expense. In
the United States, federal law prohibits corporations from donating corporate funds, goods, or services, directly or indirectly, to candidates for
federal offices -- this includes employees' work time. Local and state laws also govern political contributions and activities as they apply to
their respective jurisdictions.

13.       CONDUCT BUSINESS IN A SUSTAINABLE MANNER

The Company encourages its employees to maintain a focus on doing business in a sustainable way, including, promoting education and
philanthropy in the communities in which the Company does business, promoting the use of sustainable products in its value chain, and
promoting the wise use of energy and other natural resources.


14.       DISCIPLINARY MEASURES.

The Company shall consistently enforce its Code of Ethics and Business Conduct through appropriate means of discipline. Violations of the
Code shall be promptly reported to the Board of Directors or a committee designated by the Board of Directors (the ―Board‖). Pursuant to
procedures adopted by it, the Board shall determine whether violations of the Code have occurred and, if so, shall determine the disciplinary
measures to be taken against any employee or agent of the Company who has so violated the Code.

The disciplinary measures, which may be invoked at the discretion of the Board, include, but are not limited to, counseling, oral or written
reprimands, warnings, probation or suspension without pay, demotions, reductions in salary, termination of employment and restitution.

Persons subject to disciplinary measures shall include, in addition to the violator, others involved in the wrongdoing such as (i) persons who
fail to use reasonable care to detect a violation, (ii) persons who if requested to divulge information withhold material information regarding a
violation, and (iii) supervisors who approve or condone the violations or attempt to retaliate against employees or agents for reporting
violations or violators.



                                                                        4
Exhibit 21.1

                                            Subsidiaries of Midas Medici Group Holdings, Inc.

Name                                                                              Jurisdiction where Incorporated
1. Utilipoint International, Inc.*                                                New Mexico

2. Uitlipoint s.r.o                                                               Czech Republic




*Utilipoint owns a 60% interest in the Intelligent Project, LLC, a Delaware limited liability company.
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


We hereby consent to the use in this Registration Statement of our report dated August 17, 2009, relating to the consolidated financial
statements of Utilipoint International, Inc. and subsidiary as of and for the years ended December 31, 2008 and 2007, and to the reference to
our Firm under the caption ―Experts‖ in the Prospectus.

/s/ REDW LLC


REDW LLC
Albuquerque, New Mexico

September 30, 2009
EXHIBIT 23.2

                       CONSENT OF INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTANTS

To: Midas Medici Group Holdings, Inc (formerly Mondo Acquisition I, Inc.)

We hereby consent to the use in this Form S-1/A Registration Statement Under The Securities Act of 1933 of our report dated March 6, 2009,
which includes an explanatory paragraph regarding the substantial doubt about the Company's ability to continue as a going concern, included
in the Annual Report for the years ended December 31, 2008 and 2007 and for the period October 30, 2006 (date of inception) through
December 31, 2008, relating to the financial statements of Midas Medici Group Holdings, Inc (formerly Mondo Acquisition I, Inc.), which
appear in such Registration Statement and related Prospectus for the registration of 500,000 shares of its common stock.

We also consent to the references to us under the heading ―Experts‖ in such Registration Statement.




                                                                       By: /s/ RBSM LLP
                                                                           RBSM LLP
New York, New York
September 29, 2009