Exhibit 10.17




 




AMENDMENT TO ACQUISITION AGREEMENT AND PLAN

OF MERGER




 




This Amendment to Acquisition Agreement and

Plan of Merger ( “Amendment”) dated this 11 day of December, 2001 is entered

into by and among The Quarles Agency, Inc. (“QA”) a Oklahoma corporation,

TeamBank, N.A. (“TBNA”); a national association; TeamBank, N.A. Financial

Subsidiary, Inc. ( “TBFS”) and the individual stockholders of QA, C. Gene

Quarles, an individual, Clint Quarles, and individual and Robin Buerge, an

individual (who are collectively sometimes referred to hereinafter as the

“Stockholders”.




 




WHEREAS, QA, TBNA, TBFS and Stockholders

entered into an Acquisition Agreement and Plan of Merger dated as of December

11, 2002 (the “Merger Agreement”); and




 




WHEREAS, the parties desire to amend the

Merger Agreement;




 




WHEREAS, the Boards of Directors of TBNA,

TBFS and QA and the Stockholders have determined that it is advisable that TBNA

acquire the common stock of QA directly from the Stockholders instead of

acquiring such stock as part of the merger transaction contemplated by the

Merger Agreement; and




 




WHEREAS, following the purchase of such stock

from the Stockholders TBNA shall be the sole stockholder of QA and QA shall

continue to operate as a wholly owned financial subsidiary of TBNA its

insurance agency business under the name of The Quarles Agency, Inc. or such

other name as TBNA may select, and QA shall thereafter continue to be governed

by the laws of the State of Oklahoma; and




 




WHEREAS, the proposed Amendment is being made

by the respective boards of directors and officers of QA, TBNA and TBFS and

approved by the Stockholders prior to the closing of said purchase of stock by

TBNA; and




 




WHEREAS, the proposed Amendment does not: (a)

alter or change the method of calculation of cash which is to be transferred or

paid to QA stockholders hereunder; (b) alter or change any term of the articles

of incorporation of QA; (c) alter or change any of the terms and conditions of

the prior Merger Agreement in any manner which will adversely affect the

Stockholders or the stockholders of TBNA or TBFS.




 




NOW, THEREFORE, in consideration of the

mutual covenants and agreements contained herein and in the Merger Agreement

and for other good and valuable consideration, the receipt and sufficiency of

which are hereby acknowledged, the parties hereby agree to amend the Merger

Agreement as follows:




 




1.                                       Instead of

merging QA into TBFS, TBNA shall purchase all of the common stock of QA from

the Stockholders at closing in the same manner and for the same consideration

as the Stockholders were to receive for the surrender of their stock in the

previous merger transaction as set forth in the Merger Agreement. Thereafter

TBNA shall




 





























 




be the sole stockholder of QA. Following the closing, QA shall continue

to exist as a wholly owned financial subsidiary of TBNA which shall be the sole

stockholder of QA.




 




2.                                       Consistent with

the revisions provided for in paragraph 1 above, SECTION 1.1 of Article I THE

MERGER PLAN in the Merger Agreement shall be deleted in its entirety and

the following shall be substituted therefore:




 




ARTICLE I




THE PURCHASE OF COMMON STOCK OF QA




 




SECTION 1.1 Purchase of Stock. Subject

to the terms and conditions of this Amendment, including the requisite

governmental and regulatory approvals; at the closing, TBNA agrees to purchase

from Stockholders, and Stockholders agree to sell to TBNA, all (but not less

than all) of the issued and outstanding shares of the common stock of QA for

the consideration specified below in ARTICLE II. The Stockholders represent

that, by acquiring such common stock, and by entering into the other

transactions described herein, TBNA will acquire beneficial ownership of all of

the property of QA, including intellectual property, specifically the right to

the names “The Quarles Agency” and “The Quarles Group”, address, telephone

number, e-mail addresses, web site, etc., and all other assets and properties

used in connection with the conduct of business by QA, including, without

limitation, the assets listed on any schedule attached to the original form of

the Merger Agreement.




 




SECTION 1.2 Further Assurances. If at

any time after the closing, QA shall consider it advisable that any further

conveyances, agreements, documents, instruments or assurances of law or any

other actions or things are necessary or desirable to vest, perfect, confirm,

or record in QA the title to any property or rights, privileges, powers, or

franchises of QA, the then officers of QA shall and will be authorized to,

execute and deliver any and all proper conveyances, agreements, documents,

instruments, and assurances of law and do all things necessary or proper to

vest, perfect, or confirm title to such property, rights, privileges, powers

and franchises in QA and otherwise to carry out the provisions of this

Amendment and the Merger Agreement as amended herein.




 




SECTION 1.3 Governing Law. The laws

which are to govern this transaction and the amended agreement are the laws of

the State of Oklahoma.




 




3.                                       Article II STATUS

AND CONVERSION OF SHARES in the Merger Agreement shall be deleted in its

entirety and the following shall be substituted therefore:




 




2





























 




ARTICLE II




PURCHASE PRICE




 




In consideration of the transfer to TBNA of

the stock held by Stockholders at closing TBNA shall purchase said shares from

the Stockholders as set forth in this Article.




 




SECTION 2.1 Purchase Price. The

purchase price shall be the total sum of Seven Million Dollars (“Purchase

Price”) to be paid as follows:




 




(a)                                  Covenants Not to

Compete. One Hundred Fifty Thousand Dollars ($150,000) of the Purchase

Price shall be paid at the closing to C. Gene Quarles, Robin Buerge and Clint

Quarles, prorated based upon their respective ownership of QA Shares as and for

the execution of their respective covenants not to compete as set forth in

Section 8.5 below.




 




(b)                                 Cash at Closing.

Five Million Dollars ($5,000,000) of the Purchase Price shall be paid at

closing to C. Gene Quarles, Robin Buerge and Clint Quarles prorated based upon

their respective ownership of QA Shares in payment for their respective QA

Shares.




 




(c)                                  Purchase of

Insurance. Simultaneously with the payment of the cash at closing described

in subparagraph 2.1 (b), C. Gene Quarles and Robin Buerge shall purchase from

QA, their respective interests in those certain Split-Dollar life insurance

agreements currently owned by QA or in which QA holds a collateral assignment

in the amount recorded or accrued on the books of QA at the closing (currently

the value is $1,272,032.48 with $1,105,352.48 attributable to C. Gene Quarles

and $166,680.00 attributable to Robin Buerge). Such payment shall be made in

cash or certified funds and thereafter QA shall release its rights in said

Split-Dollar life insurance agreements and shall take such steps as are reasonably

necessary to release QA’s interest in such insurance agreements to C. Gene

Quarles and Robin Buerge. In the event that the payment actually made at

closing should prove to be incorrect for any reason, the parties agree that an

appropriate adjustment shall be made by payment from one party to the other

within sixty (60) days of closing.




 




(d).                              Assignment of Life

Insurance Policies. Simultaneously with the payment of cash at closing

described in subparagraph 2.1 (b), C. Gene Quarles and Robin Buerge shall make

the assignments as required in this subparagraph. C. Gene Quarles shall cause

his “New York Life” life insurance policy to be partially assigned to QA in the

amount of One Million Dollars ($1,000,000) for a period not to exceed five

years from date of closing. QA agrees thereafter to reimburse Gene Quarles for

as long as said partial assignment is held by QA, the cost of said $1,000,000

portion assigned to QA as said cost may be determined by the lowest cost




 




3





























 




available in the marketplace of a $1,000,000

standard rated term life insurance policy. In the event of the death of C. Gene

Quarles during the period the assignment remains in place, QA shall be entitled

to the proceeds of such assigned policy as its sole and separate property and

thereafter all obligations of QA with respect to such assigned policy shall be

terminated and held for naught. At the end of such five year period, or earlier

at the option of QA, QA shall assign back to C. Gene Quarles such partially

assigned life insurance and, thereafter, QA shall have no further interest in

said life insurance policy. Robin Buerge shall cause his existing term life

insurance to be assigned to QA in the amount of One Million Dollars $1,000,000.00

with all premiums accruing after said assignment on said assigned life

insurance to be paid by QA. From and after said assignment by Robin Buerge, QA

shall hold and exercise all ownership rights to said assigned policy.




 




(e)                                  Annual Contingent

Payment. The balance of the Purchase Price of ONE MILLION EIGHT HUNDRED

FIFTY THOUSAND DOLLARS ($1,850,000.00) plus interest thereon at the Prime Rate

published in the Wall Street Journal minus one percent (1%), as adjusted or

determined annually with respect to such rate as published in the first

publication of each calendar year hereafter, shall be paid in annual contingent

payments as follows:




 




If the QA’s post-closing revenues from all

insurance commissions, fees and contingencies (determined in accordance with

generally accepted accounting principles) for the fiscal years ending 2003 and

2004 are FOUR MILLION DOLLARS ($4,000,000.00) or more per fiscal year,

excluding commission income derived from post-closing insurance premiums paid

by TBNA and/or its parent company or any subsidiaries, (hereinafter “Revenue

Target”), the sum of $925,000.00 plus accrued and unpaid interest thereon per

year shall be paid within 45 days of the close of each fiscal year to the

Stockholders pro rata based upon their respective ownership of QA Shares. In

the event the post-closing Revenue Target is not attained for either 2003 or

2004 or both, the Annual Contingent Payment to the Stockholders shall be

reduced on a pro-rata basis and calculated as shown in the example attached to

the original Merger Agreement and marked Schedule 2.3 (e).




 




Provided, however, in the event the full

amount of the annual contingent payment in the sum of $925,000.00 per year was

not received by the Stockholders in either 2003 or 2004, the unearned portion

of either or both of said annual contingent payments may be earned by QA

reaching the Revenue Target on or before the end of the QA’s fiscal year in

2006. In the event the full amount of $1,850,000.00 in annual contingent

payments has not been paid to the Stockholders on or before the end of fiscal

year 2006, no additional contingent payment shall be made and all




 




4





























 




sums described as annual contingent payments

shall be deemed to be satisfied. It is contemplated that QA’s fiscal year end

will change to December 31 following the closing. The payment of the contingent

payments to be paid as described in this subparagraph shall be guaranteed by

TBNA in the form set forth in the schedule attached to the original Merger Agreement

and marked Schedule 2.3 (e) (2) except that such form shall be adjusted to

conform to this Amendment.




 




Provided, further, if any Stockholder should

pass away prior to the payment of any contingent payment which may become due

hereunder, such payment, when due, shall be paid to his estate.




 




Provided further, notwithstanding any other

provisions herein to the contrary, the duty and obligation of QA to pay the

balance of the Purchase Price in the Annual Contingent Payments for any one

fiscal year described herein shall terminate, and no such Annual Contingent

Payment shall be made in such fiscal year, if QA’s post-closing revenues from

all commission income, fees and contingencies (determined in accordance with

generally accepted accounting principles), excluding commission income derived

from post-closing insurance premiums paid by TBNA and/or its parent company or

any subsidiaries, is THREE MILLION DOLLARS ($3,000,000.00) or less, hereinafter

referred to as the “Revenue Floor”. If such revenues do not exceed the Revenue

Floor in two fiscal years, any and all obligation of QA to pay any part of the

remaining Purchase Price through Annual Contingent Payments is terminated. An

example of the calculation showing the effect of the Revenue Floor upon the Annual

Contingent Payments is shown in Example B on Schedule 2.3(e). TBFS as the sole

stockholder of QA and TBNA as the parent company of TBFS shall take no steps

which may wrongfully impair QA’s ability to produce revenues during the time in

which the Annual Contingent Payments may be earned. Management of QA shall act

in good faith with respect to the production of revenue during any time period

in which the Annual Contingent Payments may be earned.




 




Provided, further, notwithstanding any other

provisions herein to the contrary, the balance of the Purchase Price to be paid

in the Annual Contingent Payments described herein shall be subject to QA’s

right to offset against or to deduct from any earned Annual Contingent Payments

a sum in the amount of any material undisclosed liabilities of QA and any

judgment for punitive damages resulting from the case of “Sims, et al v.

Independent School District No. 1, Tulsa County, Oklahoma and The Quarles

Agency, Inc., District Court of Tulsa County, Case No. CJ-99-02148 which may be

identified within two (2) years of the closing. For purposes of this

subparagraph the term “material” shall mean undisclosed liabilities which

exceed TWENTY FIVE THOUSAND DOLLARS ($25,000.00) in the aggregate. Provided,

however, said offset or




 




5





























 




deduction shall not exceed a total of FIVE

HUNDRED THOUSAND DOLLARS ($500,000.00).




 




The terms and provisions of this section 2.1

shall survive the closing of this stock purchase transaction.




 




SECTION 2.2 Authorized Shares. At the

closing, there shall have been no change in the number of authorized shares of

QA.




 




SECTION 2.3 Stockholder Objections to this

transaction. All written objections to this transaction shall be subject to

and determined by the requirements of Oklahoma law. TBNA, TBFS and QA agree

that prior to the Effective Time no corporation will, without the express

written consent of the other corporations, voluntarily make any payment with

respect to, or settle or offer to settle any such objection. Any stockholder of

QA who objects to the merger and who becomes entitled to any statutory right

for payment for his shares of stock shall receive payment from TBFS (but only

after the amount thereof shall have been agreed upon or finally determined pursuant

to said statute) and after payment thereof, said shares shall be canceled.




 




4.                                       All references

in the Merger Agreement to Effective Time shall be amended to read “closing”.

All references in the Merger Agreement to Surviving Corporation shall be amended

to read “QA”. All references in the Merger Agreement to Cash Consideration

shall be amended to read “Purchase Price”. All references in the Merger

Agreement to the merger transaction shall be amended in form and substance to

describe the purchase of stock from the Stockholders as provided for in this

Amendment.




 




5.                                       This Amendment

is being made pursuant to the authority provided in ARTICLE X, the Merger

Agreement and may be executed in several counterparts, and by the parties on

separate counterparts, and all such counterparts, when so executed and

delivered, shall constitute but one and the same agreement. The execution of

this Amendment may be shown by the facsimile signature of any person so long as

such facsimile signature is delivered by any party to this Amendment to any

other party to this Amendment. The consent of the Shareholders to this

Amendment is a waiver of any right on their part of any objection to this

Amendment and shall constitute a ratification of the terms and conditions of

this Amendment.




 




IN WITNESS WHEREOF the parties have executed

this Amendment as of the date first written above.




 




6





























 




	

  TEAMBANK, N.A.


  	

   


  	

  THE QUARLES AGENCY, INC.


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

  Robert J. Weatherbie


  	

   


  	

  Robin Buerge


  
	

  Chairman


  	

   


  	

  President


  





 




 




TEAMBANK, N. A. FINANCIAL




SUBSIDIARY, INC.




 




 




Robert J. Weatherbie




Chairman




 




 




STOCKHOLDERS




 




 




	

   


  	

   


  	

  DATE:


  
	

  C. Gene Quarles, Individually


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  DATE:


  
	

  Clint Quarles, Individually


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  DATE:


  
	

  Robin Buerge, Individually


  	

   


  	

   


  





 




7





























 




STATE OF KANSAS, COUNTY OF MIAMI, SS:




 




Personally appeared before me, a Notary

Public in and for the County and State aforesaid, Robert J. Weatherbie,

Chairman of TeamBank, N.A. who is personally known to me to be the same person

who executed the foregoing instrument of writing, and he duly acknowledged the

execution of the same, and declared that he executed this Amendment to the

Merger Agreement on behalf of the corporation pursuant to the authority granted

him by the Board of Directors.




 




IN TESTIMONY WHEREOF, I hereunto subscribe my

name and affix my official seal

this                 day

of December, 2002.




 




 




Notary Public




 




My appointment expires:




 




 




STATE OF KANSAS, COUNTY OF MIAMI, SS:




 




Personally appeared before me, a Notary

Public in and for the County and State aforesaid, Robert J. Weatherbie,

Chairman of TeamBank, N.A. Financial Subsidiary, Inc. who is personally known

to me to be the same person who executed the foregoing instrument of writing,

and he duly acknowledged the execution of the same, and declared that he

executed this Amendment to the Merger Agreement on behalf of the corporation

pursuant to the authority granted them by the Board of Directors.




 




IN TESTIMONY WHEREOF, I hereunto SUBSCRIBE my

name and affix my official seal

this                  day

of December, 2002.




 




 




Notary Public




 




My appointment expires:




 




8





























 




STATE OF OKLAHOMA, COUNTY OF TULSA, SS:




 




Personally appeared before me, a Notary

Public in and for the County and State aforesaid, Robin Buerge, President of

The Quarles Agency, Inc., who is personally known to me to be the same person

who executed the foregoing instrument of writing, and he duly acknowledged the

execution of the same, and declared that he executed this Amendment to the

Merger Agreement on behalf of the corporation pursuant to the authority granted

him by the Board of Directors.




 




IN TESTIMONY WHEREOF, I hereunto SUBSCRIBE my

name and affix my official seal

this             day

of December, 2002.




 




 




Notary Public




 




My appointment expires:




 




 




STATE OF OKLAHOMA, COUNTY OF TULSA, SS:




 




Personally appeared before me, a Notary

Public in and for the County and State aforesaid, C. Gene Quarles who is

personally known to me to be the same person who executed the foregoing

instrument of writing.




 




IN TESTIMONY WHEREOF, I hereunto SUBSCRIBE my

name and affix my official seal

this               day

of December, 2002.




 




 




Notary Public




 




My appointment expires:




 




9





























 




STATE OF OKLAHOMA, COUNTY OF TULSA, SS:




 




Personally appeared before me, a Notary

Public in and for the County and State aforesaid, Clint Quarles who is

personally known to me to be the same person who executed the foregoing

instrument of writing.




 




IN TESTIMONY WHEREOF, I hereunto SUBSCRIBE my

name and affix my official seal

this                day

of December, 2002.




 




 




Notary Public




 




My appointment expires:




 




 




STATE OF OKLAHOMA, COUNTY OF TULSA, SS:




 




Personally appeared before me, a Notary

Public in and for the County and State aforesaid, Robin Buerge who is

personally known to me to be the same person who executed the foregoing

instrument of writing.




 




IN TESTIMONY WHEREOF, I hereunto SUBSCRIBE my

name and affix my official seal

this                    day

of December, 2002.




 




 




Notary Public




 




My appointment expires:




 




 




ACQUISITION AGREEMENT AND PLAN OF MERGER




 




THIS ACQUISITION AGREEMENT AND PLAN OF MERGER (hereinafter referred to

as “Merger Agreement”), is entered into

this                    day

of December, 2002, by and among TEAMBANK, N.A. (TBNA); a national association

and TEAMBANK, N.A. FINANCIAL SUBSIDIARY, INC., a Oklahoma corporation (TBFS),

and THE QUARLES AGENCY, INC., a Oklahoma corporation, (QA) and the individual

stockholders of QA, C. Gene Quarles, an individual, Clint Quarles, an

individual, Robin Buerge, an individual




 




10





























 




(who

are collectively sometimes referred to hereinafter as the “Stockholders”).




 




RECITALS




 




WHEREAS, TBNA is a duly organized and existing national association;

and




 




WHEREAS, TBFS is a corporation duly organized (or to be organized) and

existing under the laws of the State of Oklahoma; and




 




WHEREAS, QA is a corporation duly organized and existing under the laws

of the State of Oklahoma; and




 




WHEREAS, all of the validly issued and outstanding common stock of QA

is held by the following:




 




	

  C. Gene Quarles


  	

   


  	

  35,500 shares;


  
	

   


  	

   


  	

   


  
	

  Clint Quarles


  	

   


  	

  14,500 shares;


  
	

   


  	

   


  	

   


  
	

  Robin Buerge


  	

   


  	

  50,000 shares; and


  





 




WHEREAS, QA is an independent insurance agency engaged in the business

of soliciting the sale of insurance products of any type and is located at 5810

East Skelly Drive, Tulsa, Oklahoma 74135; and




 




WHEREAS, TBFS is or will be a financial subsidiary wholly-owned by TBNA

and organized for business purposes including the facilitation of the

acquisition of QA by TBNA through a merger of QA into TBFS; and




 




WHEREAS, the Boards of Directors of TBNA, TBFS and QA have determined

that it is advisable for the general welfare and best interest of said corporations

and their respective stockholders that TBFS and QA merge as provided for in

this Merger Agreement and in accordance with the applicable provisions of the

laws of the State of Oklahoma; and




 




WHEREAS, The respective Boards of Directors of TBNA, TBFS and QA have,

by resolutions, approved and authorized the execution and delivery of the

Merger Agreement on the terms and conditions set forth herein.




 




NOW, THEREFORE, in consideration of the mutual covenants, promises,

warranties and representations set forth herein and subject to the satisfaction

of the terms and conditions set forth herein, and intending to be legally bound

hereby; TBNA, TBFS, QA and Stockholders agree as follows:




 




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ARTICLE I




THE MERGER PLAN




 




SECTION 1.1 Plan of Merger. Subject to the terms and conditions

of this Merger Agreement, including the requisite governmental, regulatory and

stockholder approvals; at the Effective Time, the acquisition of QA by TBFS

will be carried out in the following manner:




 




a.                                       TBFS and QA will each cooperate in the

preparation of such applications, statements or materials as may be required to

be furnished to the stockholders of QA or filed or submitted to appropriate

governmental or regulatory agencies in connection with the merger and with the

solicitation of the approval by the stockholders of QA in respect thereof and

TBNA, the sole stockholder of TBFS, agrees to vote all of its shares of capital

stock of TBFS in favor of this Merger Agreement.




 




b.                                      At the Effective Time as defined in Section

1.2, QA shall merge with and into TBFS. As a result of the merger at the

Effective Time, the outstanding shares of the capital stock of QA shall be

surrendered and canceled as provided herein and the surviving corporation shall

be known as Quarles Team Agency, Inc., or such other name as TBFS may select,

and shall continue to be governed by the Laws of the State of Oklahoma and

shall be properly authorized to do business in the State of Oklahoma and comply

with all applicable insurance agency laws and regulations (sometimes

hereinafter referred to as the “Surviving Corporation”). After the merger, TBNA

will hold one-hundred percent (100%) of the capital stock of the Surviving

Corporation which shall be a financial subsidiary of TBNA. As a result of the

merger the stockholders of QA shall be entitled to receive cash consideration

as provided for herein.




 




SECTION 1.2 Effective Time. The consummation of the merger, the

delivery of the certificates and other documents called for by this Merger

Agreement, and the consummation of all other transactions contemplated by this

Merger Agreement (the “Effective Time”) shall take place at a location to be agreed upon by the

parties, on a date that shall not be later than December 31, 2002, subject to

the receipt of any required regulatory or licensure approval, if any shall be

required, including the expiration of any applicable waiting period(s) required

to effect the merger. The Effective Time may be extended from time to time by mutual

written agreement of the parties. The parties agree that they shall exert their

reasonable best efforts to cause the Effective Time to be on or before December

31, 2002. The Effective Time may sometimes hereinafter be referred to and shall

be synonymous with “closing”.




 




SECTION 1.3 Surviving Corporation, Articles of Incorporation and

Bylaws. At the Effective Time, the Surviving Corporation shall be known as

Quarles Team Agency, Inc. or such other name as may be selected by TBFS. The

Articles of Incorporation and Bylaws of QA in effect immediately prior to the

Effective Date shall continue in full force and effect until otherwise amended

or repealed.




 




SECTION 1.4 Filing of Merger Articles. The merger shall be

documented by the filing of Merger Articles with the Oklahoma Secretary of

State pursuant to Okla. Stat. 2001 Sec. 1090.2.




 




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SECTION 1.5 Officers and Directors. The directors and officers

of QA in office immediately prior to the Effective Time, together with such

additional persons as may thereafter be elected, shall serve as the directors

and officers of the Surviving Corporation from and after the Effective Time in

accordance with the Bylaws of the Surviving Corporation then existing or as

amended and restated as of the Effective Time and said directors and officers

shall continue to serve as the directors and officers of the Surviving

Corporation until the next annual meeting or until such time as their

successors have been elected and have qualified or until officers have been

replaced by the President of the Surviving Corporation.




 




SECTION 1.6 Effect of Merger. At the Effective Time of the

merger, the Surviving Corporation shall succeed to, without other transfer, and

shall possess and enjoy, all the rights, privileges, immunities, powers and

franchises, both of a public and a private nature, and be subject to all the

restrictions, disabilities and duties of TBFS and QA. All property, real,

personal and mixed, and all debts due to either TBFS or QA on whatever account,

for stock as well as for all other things in action or belonging to TBFS and

QA, shall be vested in the Surviving Corporation, and all and every other

interest shall be thereafter as effectually the property of the Surviving

Corporation, as they were of TBFS and QA, and the title to any real estate

vested by deed or otherwise in either TBFS or QA shall not revert or be in any

way impaired by reason of the merger; provided, however, that all rights of

creditors and all liens upon any property of either TBFS or QA shall be

preserved unimpaired, limited in lien to the property affected by such liens at

the Effective Time of the merger, and all debts, liabilities and duties of said

TBFS and QA, respectively shall thenceforth attach to the Surviving Corporation

and may be enforced against it to the same extent as if said debts, liabilities

and duties has been incurred or contracted by the Surviving Corporation. Any

existing claim, action or proceeding, whether civil, criminal or administrative

by or against either TBFS or QA may be prosecuted to judgment or decree as if

this merger had not taken place, or the Surviving Corporation, may be

substituted in such action or proceeding.




 




13





























 




SECTION 1.7 Further Assurances. If at any time after the

Effective Time, the Surviving Corporation shall consider it advisable that any

further conveyances, agreements, documents, instruments or assurances of law or

any other actions or things are necessary or desirable to vest, perfect,

confirm, or record in the Surviving Corporation the title to any property or

rights, privileges, powers, or franchises of QA, the Board of Directors and

officers of the Surviving Corporation, shall and will be authorized to, execute

and deliver in the name on behalf of QA or otherwise, any and all proper

conveyances, agreements, documents, instruments, and assurances of law and do

all things necessary or proper to vest, perfect, or confirm title to such

property, rights, privileges, powers and franchises in the Surviving

Corporation, and otherwise to carry out the provisions of this Agreement.




 




SECTION 1.8 Governing Law. The laws which are to govern this

Merger Agreement and the Surviving Corporation are the laws of the State of

Oklahoma.




 




ARTICLE II




STATUS AND CONVERSION OF SHARES




 




The mode of carrying into effect the merger provided in this Merger

Agreement, and the manner and basis of converting the shares of QA stock into

shares of the Surviving Corporation stock are as follows:




 




At the Effective Time by virtue of the merger and without any action on

the part of the holders thereof:




 




SECTION 2.1 Exchange and Surrender of QA’s Common Stock for Cash or

Certified Funds. At the Effective Time TBFS shall deliver to the

Stockholders an amount of cash or certified funds in accordance with the

provisions of Section 2.3 of the Merger Agreement. After the Effective Time,

each outstanding certificate which, theretofore represented shares of QA common

stock shall be exchanged and surrendered in accordance with this Merger

Agreement for such cash or certified funds.




 




SECTION 2.2 QA’s Common Stock. At and after the Effective Time,

each holder of a certificate or certificates representing shares of QA common

stock, upon presentation and surrender of such certificate or certificates,

shall be entitled to receive the consideration provided for herein, except that

holders of those shares as to which dissenters’ rights shall have been asserted

and perfected pursuant to Oklahoma Law shall not receive the consideration

provided for herein, but shall represent only such dissenters’ rights. Until so

presented and surrendered, each certificate or certificates which represented

issued and outstanding shares of QA common stock at the Effective Time shall be

deemed for all purposes to evidence the right to receive the consideration as

determined in accordance with Section 2.3 of the Merger Agreement. If

certificates representing shares of QA common stock have been lost, stolen,

mutilated, or destroyed, TBFS shall require the submission of a bond in lieu of

such certificate. At the Effective




 




14





























 




Time,

the stock transfer books of QA shall be closed and no transfer of QA common

stock shall thereafter be made, except as provided for herein.




 




SECTION 2.3 Cash Consideration. The cash consideration shall be

the total sum of Seven Million Dollars (“Cash Consideration”) to be paid as

follows:




 




(a)                                  Covenants Not to Compete. One Hundred Fifty Thousand Dollars

($150,000) of the Cash Consideration shall be paid at the closing to C. Gene

Quarles, Robin Buerge and Clint Quarles, prorated based upon their respective

ownership of QA Shares as and for the execution of their respective covenants

not to compete as set forth in Section 8.5 below.




 




(b)                                 Cash at Closing. Five Million Dollars ($5,000,000) of the

Cash Consideration shall be paid at closing to C. Gene Quarles, Robin Buerge

and Clint Quarles prorated based upon their respective ownership of QA Shares

in payment for the surrender of their respective QA Shares.




 




(c)                                  Purchase of Insurance. Simultaneously with the payment of the

cash at closing described in subparagraph 2.3 (b), C. Gene Quarles and Robin

Buerge shall purchase from the Surviving Corporation, their respective interests

in those certain Split-Dollar life insurance agreements currently owned by QA

in the amount recorded or accrued on the books of QA at the Effective Time

(currently the value is $1,272,032.48 with $1,105,352.48 attributable to C.

Gene Quarles and $166,680.00 attributable to Robin Buerge). Such payment shall

be made in cash or certified funds and thereafter the Surviving Corporation

shall release its rights in said Split-Dollar life insurance agreements and

shall take such steps as are reasonably necessary to release QA’s interest in

such insurance agreements to C. Gene Quarles and Robin Buerge. In the event

that the payment actually made at closing should prove to be incorrect for any

reason, the parties agree that an appropriate adjustment shall be made by

payment from one party to the other within sixty (60) days of the Effective

Time.




 




(d).                              Assignment of Life Insurance Policies. Simultaneously with the payment of cash at

closing described in subparagraph 2.3 (b), C. Gene Quarles and Robin Buerge

shall make the assignments as required in this subparagraph. C. Gene Quarles

shall cause his “New York Life” life insurance policy to be partially assigned

to the Surviving Corporation in the amount of One Million Dollars ($1,000,000)

for a period not to exceed five years from date of closing. The Surviving

Corporation agrees thereafter to reimburse Gene Quarles for as long as said

partial assignment is held by the Surviving Corporation, the cost of said

$1,000,000 portion assigned to the Surviving Corporation as said cost may be

determined by the lowest cost available in the marketplace of a $1,000,000

standard rated term life insurance policy. In the event of the death of C. Gene

Quarles during the period the assignment remains in place, the Surviving

Corporation shall be entitled to the proceeds of such assigned policy as its

sole and




 




15





























 




separate property and thereafter all obligations of the Surviving

Corporation with respect to such assigned policy shall be terminated and held

for naught. At the end of such five year period, or earlier at the option of

the Surviving Corporation, the Surviving Corporation shall assign back to C.

Gene Quarles such partially assigned life insurance and, thereafter, the

Surviving Corporation shall have no further interest in said life insurance

policy. Robin Buerge shall cause his existing term life insurance to be

assigned to the Surviving Corporation in the amount of One Million Dollars

$1,000,000.00 with all premiums accruing after said assignment on said assigned

life insurance to be paid by the Surviving Corporation. From and after said

assignment by Robin Buerge the Surviving Corporation shall hold and exercise

all ownership rights to said assigned policy.




 




(e)                                  Annual Contingent Payment. The balance of the Cash Consideration of

ONE MILLION EIGHT HUNDRED FIFTY THOUSAND DOLLARS ($1,850,000.00) plus interest

thereon at the Prime Rate published in the Wall Street Journal minus one

percent (1%), as adjusted or determined annually with respect to such rate as

published in the first publication of each calendar year hereafter, shall be

paid in annual contingent payments as follows:




 




If the Surviving Corporation’s post-closing revenues from all insurance

commissions, fees and contingencies (determined in accordance with generally

accepted accounting principles) for the fiscal years ending 2003 and 2004 are

FOUR MILLION DOLLARS ($4,000,000.00) or more per fiscal year, excluding

commission income derived from post-closing insurance premiums paid by TBNA

and/or its parent company or any subsidiaries, (hereinafter “Revenue Target”),

the sum of $925,000.00 plus accrued and unpaid interest thereon per year shall

be paid within 45 days of the close of each fiscal year to the Stockholders pro

rata based upon their respective ownership of QA Shares. In the event the

post-closing Revenue Target is not attained for either 2003 or 2004 or both,

the Annual Contingent Payment to the Stockholders shall be reduced on a

pro-rata basis and calculated as shown in the example attached hereto and

marked Schedule 2.3 (e).




 




Provided, however, in the event the full amount of the annual

contingent payment in the sum of $925,000.00 per year was not received by the

Stockholders in either 2003 or 2004, the unearned portion of either or both of

said annual contingent payments may be earned by the Surviving Corporation

reaching the Revenue Target on or before the end of the Surviving Corporation’s

fiscal year in 2006. In the event the full amount of $1,850,000.00 in annual contingent

payments has not been paid to the Stockholders on or before the end of fiscal

year 2006, no additional contingent payment shall be made and all sums

described as annual contingent payments shall be deemed to be satisfied. It is

contemplated that the Surviving Corporation will change QA’s fiscal year end to

December 31 following the closing. The payment of the contingent payments to be

paid as described in this subparagraph shall be guaranteed by TBNA in the form

set forth in the schedule attached hereto and marked Schedule 2.3 (e) (2).




 




16





























 




Provided, further, if any Stockholder should pass away prior to the

payment of any contingent payment which may become due hereunder, such payment,

when due, shall be paid to his estate.




 




Provided further, notwithstanding any other provisions herein to the

contrary, the duty and obligation of the Surviving Corporation to pay the

balance of the Cash Consideration in the Annual Contingent Payments for any one

fiscal year described herein shall terminate, and no such Annual Contingent

Payment shall be made in such fiscal year, if the Surviving Corporation’s

post-closing revenues from all commission income, fees and contingencies

(determined in accordance with generally accepted accounting principles),

excluding commission income derived from post-closing insurance premiums paid

by TBNA and/or its parent company or any subsidiaries, is THREE MILLION DOLLARS

($3,000,000.00) or less, hereinafter referred to as the “Revenue Floor”. If

such revenues do not exceed the Revenue Floor in two fiscal years, any and all

obligation of the Surviving Corporation to pay any part of the remaining Cash

Consideration through Annual Contingent Payments is terminated. An example of

the calculation showing the effect of the Revenue Floor upon the Annual

Contingent Payments is shown in Example B on Schedule 2.3(e). TBNA as the sole

stockholder of the Surviving Corporation shall take no steps which may

wrongfully impair the Surviving Corporations ability to produce revenues during

the time in which the Annual Contingent Payments may be earned. Management of

the Surviving Corporation shall act in good faith with respect to the

production of revenue during any time period in which the Annual Contingent

Payments may be earned.




 




Provided, further, notwithstanding any other provisions herein to the

contrary, the balance of the Cash Consideration to be paid in the Annual

Contingent Payments described herein shall be subject to the Surviving Corporation’s

right to offset against or to deduct from any earned Annual Contingent Payments

a sum in the amount of any material undisclosed liabilities of QA which are

identified within two (2) years of the Effective Time. For purposes of this

subparagraph the term “material” shall mean undisclosed liabilities which

exceed TWENTY FIVE THOUSAND DOLLARS ($25,000.00) in the aggregate. Provided,

however, said offset or deduction shall not exceed a total of FIVE HUNDRED

THOUSAND DOLLARS ($500,000.00).




 




The terms and provisions of this section 2.3 shall survive the closing

of this merger transaction.




 




17





























 




SECTION 2.4 Authorized Shares. At the Effective Time, there

shall have been no change in the number of authorized shares of QA.




 




SECTION 2.5 Stockholder Objections to Merger. All written

objections to the merger shall be subject to and determined by the requirements

of Oklahoma law. TBNA, TBFS and QA agree that prior to the Effective Time no

corporation will, without the express written consent of the other

corporations, voluntarily make any payment with respect to, or settle or offer

to settle any such objection. Any stockholder of QA who objects to the merger

and who becomes entitled to any statutory right for payment for his shares of

stock shall receive payment from the Surviving Corporation (but only after the

amount thereof shall have been agreed upon or finally determined pursuant to

said statute) and after payment thereof, said shares shall be canceled.




 




SECTION 2.6 Accounting Matters. The assets of TBFS and QA as of

the Effective Time shall be taken up on the books of the Surviving Corporation

in the amounts at which they shall be carried at that time on the books of the

respective corporations. Differences in the accounting procedures of either

TBFS or QA shall be reconciled as determined by the Surviving Corporation.




 




ARTICLE III




REPRESENTATIONS AND WARRANTIES OF TBNA AND

TBFS




 




TBNA and TBFS, jointly and severally, hereby represent and warrant to

QA and the stockholders of QA that to their knowledge, the statements contained

in this Article III are correct and complete as of the date of this Merger

Agreement and will be correct and complete as of the Effective Time:




 




SECTION 3.1 Organization and Authority. Each corporation is

either a national association or a corporation duly organized, validly existing

and in good standing. Each has corporate power to carry on its business as it

is now being conducted and is qualified to do business in every jurisdiction in

which the character and location of the assets owned by it or the nature of the

business transacted by it may require qualification. Each corporation has all

requisite corporate power and authority to enter into this Merger Agreement,

and to consummate the transactions contemplated hereby. The execution, delivery

and performance of this Merger Agreement, and the consummation of the

transactions contemplated hereby, have been duly authorized by all necessary

corporate action on the part of each corporation. The execution, delivery and

performance of this Merger Agreement by TBFS and the consummation by TBFS of

the transactions contemplated hereby have been duly authorized by its Board of

Directors and by TBNA as the sole stockholder of TBFS. Assuming due execution and

delivery by QA, this Merger Agreement constitutes a valid and binding

obligation of TBNA and TBFS, enforceable in accordance with its terms, subject

to applicable conservatorship, receivership, bankruptcy,




 




18





























 




insolvency

and similar laws affecting creditors’ rights and remedies generally, and

subject, as to enforceability, to general principles of equity (including

without limitation specific performance), whether applied in a court of law or

a court of equity. TBNA and TBFS agree to provide QA an opinion of counsel

letter at closing in substantially the form attached hereto as Schedule 3.1.




 




3.2                                 Noncontravention. Neither the execution and the delivery of

this Merger Agreement, nor the consummation of the transactions contemplated

hereby, will (i) violate any statute, regulation, rule, injunction, judgment,

order, decree, ruling, or other restriction of any government, governmental

agency, or court to which the corporations are subject or any provision of their

articles of incorporation or bylaws or (ii) conflict with, result in a breach

of, constitute a default under, result in the acceleration of, create in any

party the right to accelerate, terminate, modify, or cancel, or require any

notice under any agreement, contract, lease, license, instrument, or other

arrangement to which they are a party.




 




ARTICLE IV




REPRESENTATIONS AND WARRANTIES OF QA 




 




QA hereby represents and warrants to each of TBNA and TBFS that, to its

knowledge, the statements contained in this Article IV are correct and complete

as of the date of this Merger Agreement and will be correct and complete as of

the Effective Time:




 




SECTION 4.1. Organization and Good Standing.




 




a.                                       QA is a corporation duly organized, validly

existing and in good standing under the laws of the State of Oklahoma with the

corporate power and authority to own its properties and conduct its business as

it is now being conducted. The conduct of QA’s business and the ownership of

its properties do not require QA to qualify as a foreign corporation in any

jurisdiction, except where QA is currently qualified and authorized as a

foreign corporation. QA has all permits, licenses, approvals, authorizations,

applications, franchises, certificates and similar such items and rights

necessary and adequate for the operation of QA’s business and the same are

valid and in full force and effect. QA agrees to provide TBFS an opinion of

counsel letter at closing in substantially the form attached hereto as Schedule

4.1 (a).




 




b.                                      QA has no subsidiary corporations or

entities.




 




c.                                       QA has delivered to TBNA and TBFS correct

and complete copies of the Articles of Incorporation, Charter Certificate of

Incorporation and Bylaws of the corporation (as amended to date). QA is not in

default or in violation of any provision of its Articles or Bylaws.




 




SECTION 4.2 Authority. QA has all requisite corporate power and

authority to enter into this Merger Agreement, and to consummate the

transactions contemplated hereby.




 




19





























 




The

execution and delivery of this Merger Agreement, and the consummation of the

transactions contemplated hereby have been duly authorized by all necessary

corporate action on the part of QA. This Merger Agreement has been duly

executed and delivered by QA, and assuming due execution and delivery by TBFS,

constitutes a valid and binding obligation of QA, enforceable in accordance

with its terms subject to applicable conservatorship, receivership, bankruptcy,

insolvency and similar laws affecting creditors’ rights and remedies generally,

and subject, as to enforceability, to general principles of equity (including

without limitation specific performance), whether applied in a court of law or

a court of equity. Attached hereto as Schedules 4.2(a) and 4.2(b),

respectively, are certified resolutions of the Board of Directors and the

stockholders of QA.




 




SECTION 4.3 Capitalization. The entire authorized capital stock

of QA consists of 100,000 shares of common stock, of which 100,000 shares are

issued and outstanding and owned by the Stockholders as specified hereinabove.

All of the issued and outstanding shares have been duly authorized, are validly

issued, fully paid, and nonassessable, and are held of record by the

Stockholders. There are no outstanding or authorized stock options, warrants,

purchase rights, subscription rights, conversion rights, exchange rights,

shareholder agreements, or other contracts or commitments that could require QA

to issue, sell, otherwise cause to become outstanding any of its capital stock

except as shown on Schedule 4.3. There are no outstanding or authorized stock

appreciation, phantom stock, profit participation, or similar rights with

respect to QA. There are no voting trusts, proxies, or other agreements or understandings

with respect to the voting of the capital stock of the Company.




 




SECTION 4.4 Stockholder Approval. The corporate records show

that the stockholders have taken such action as is necessary to approve this

Merger Agreement and to consummate the transactions contemplated hereby.




 




SECTION 4.5 No Violations. Except for the approvals of the

appropriate regulatory agencies and such filings and registrations as are

required under federal and state laws, if any, the execution, delivery and

performance of this Merger Agreement by QA do not, and the consummation of the

transactions contemplated hereby will not, constitute (i) a breach or violation

of, or a default under any law, rule or regulation or any judgment, decree,

order, governmental permit or license, or agreement, indenture or instrument of

QA, (ii) a breach or violation of, or a default under, the articles of

incorporation, charter or bylaws of QA, or (iii) a breach or violation of, or a

default under (or an event which with due notice or lapse of time or both would

constitute a default under), or result in the termination of, accelerate the

performance required by, or result in the creation of any lien, pledge,

security interest, charge or other encumbrance upon any of the properties or

assets of QA under any of the terms, conditions or provisions of any note,

bond, indenture, deed of trust, loan agreement or other agreement, instrument




 




20





























 




or

obligation to which the QA is a party, or to which any of its respective

properties or assets may be bound or affected. Such shares are free and clear

of all liens, encumbrances, equities or claims.




 




SECTION 4.6 Consents. Except for the approvals of the Oklahoma

Department of Insurance, if any are required, no filing or registration with,

or authorization, consent or approval of, any public body or authority is

necessary for the consummation by QA of the merger or the other transactions

contemplated by this Merger Agreement.




 




SECTION 4.7 Government Regulation. QA holds all material

licenses, certificates, permits, franchises and rights from all appropriate

federal, state or other public authorities necessary for the lawful conduct of

its businesses and ownership of its properties. QA has complied with all

material federal, state and local statutes, regulations, ordinances or rules

applicable to the ownership of its properties or the conduct of its business.




 




SECTION 4.8 Financial Statements. QA has previously delivered to

TBNA and TBFS unaudited balance sheets for QA as of April 30, 2001 and April

30, 2002, the statements of income for the period ended October 31, 2002 and

for the years ended April 30, 2001 and April 30, 2002, (collectively the “QA

Financial Statements”). Although the fiscal year statements for 2001 and 2002

have not been audited by independent certified public accountants, such QA

Financial Statements have been reviewed by independent certified public

accountants and have been prepared in accordance with generally accepted

accounting principles and practices which were applied on a consistent basis,

and present fairly in all material respects the financial position, results of

operation and changes of financial position of QA, as applicable, as of their

respective dates and for the periods indicated. The October 31, 2002 statement

has been prepared for management reporting purposes and has not been prepared

in accordance with GAAP. QA has no material liabilities or obligations of a

type which would be included in a balance sheet whether related to tax or

non-tax matters, accrued or contingent, due or not yet due, liquidated or

unliquidated, or otherwise, except as and to the extent disclosed or reflected

in the balance sheet of QA as of October 31, 2002, or incurred since October

31, 2002, in the ordinary course of business. From October 31, 2002 until the

date hereof, there has been no material adverse change in the financial

condition, properties, assets, liabilities, rights or business of QA, or in the

relationship of QA with respect to its employees, creditors, suppliers,

distributors, customers or others with whom it has business relationships

except for those occurring in the ordinary course of business. Such financial

statements are correct and complete in all material respects. For purposes of this

Section the term “material” shall mean any amount which exceeds TWENTY FIVE

THOUSAND DOLLARS ($25,000.00) in the aggregate.




 




SECTION 4.9 Legal Proceedings. Except as disclosed on Schedule

4.9 attached hereto, (i) QA is not subject to any outstanding injunction,

judgment, order, decree, ruling or charge or (ii) is or was not a party or, to

the knowledge of the Stockholders or the directors and officers (and employees

with responsibility for litigation matters) of QA, is not threatened to be made

a party to any action, suit, proceeding, hearing, or investigation of,




 




21





























 




in,

or before any court or quasi-judicial or administrative agency of any federal,

state, or local jurisdiction or before any arbitrator. No legal proceedings,

hearings, and investigations could result in any material adverse change in the

business, financial condition, operations, results of operations or future

prospects of QA. Neither the Stockholders nor the directors and officers (and

employees with responsibility for litigation matters) of QA has any reason to

believe that any such action, suit, proceeding, hearing or investigation may be

brought or threatened against QA. There are no existing violations of federal,

state or local laws, ordinances, rules, regulations or orders by QA which

materially or adversely affect the business of QA or the possession, use,

occupancy or operation of any of its facilities or other property.




 




SECTION 4.10 Assets. QA does not currently own, and has never owned,

any real property. QA owns or leases all equipment and other tangible assets

necessary for the conduct of its business as presently conducted and as

presently proposed to be conducted. Except as disclosed on Schedule 4.10(a),

and with respect to leased property discussed below; QA has good and marketable

title to and possession of all of its assets, in each case free and clear of

any liens, restrictions, encumbrances, rights, title and interests of others

and except for the lien of current taxes, covenants and restrictions of record,

and other minor imperfections of title not affecting marketability, which

liens, covenants, restrictions and imperfections do not materially affect the

value of such property and do not interfere with the use made of such property

by QA. The real and personal properties and assets held under lease by QA are

disclosed on Schedule 4.10(b) and such leased assets are held under valid,

subsisting and enforceable leases with such exceptions as do not interfere with

the business use made of such properties and assets by QA. No consent is

necessary under the terms of any such lease in connection with the consummation

of the transactions contemplated hereby or if consent is required, the same

will be provided at closing.




 




SECTION 4.11 Undisclosed Liabilities. Except as disclosed in

Schedule 4.11, QA has no liabilities exceeding TWENTY FIVE THOUSAND DOLLARS

($25,000.00) in the aggregate and there is no basis for any present or future

action, suit, proceeding, hearing, investigation, charge, complaint, claim, or

demand against QA giving rise to any liability exceeding such amount, except

for (i) liabilities set forth on the face of the Balance Sheet of QA dated

November 30, 2002 and (ii) liabilities which may have arisen after the most recent

fiscal month end in the ordinary course of business (none of which results

from, arises out of, relates to, is in the nature of, or was caused by any

breach of contract, breach of warranty, tort, infringement or violation of law,

and which Liabilities will not, individually or in the aggregate exceed the

amount of $5,000, or have a material adverse effect upon the business,

properties or condition (financial or otherwise) of QA.




 




SECTION 4.12 Taxes. Except as disclosed on Schedule 4.12, QA has

timely filed all tax returns required to be filed by it, and QA has timely paid

and discharged all taxes due in connection with or with respect to the filing

of such tax returns and have timely paid all other taxes as are due, except

such as are being contested in good faith by appropriate proceedings and with

respect to which QA is maintaining reserves adequate for their payment. All

such tax returns are or were correct and complete in all material respects. To




 




22





























 




the

knowledge of QA, the liability for taxes set forth on each such tax return

adequately reflects the taxes required to be reflected on such tax return.

Neither the IRS nor any other governmental entity or taxing authority or agency

is now asserting, either through audits, administrative proceedings, court

proceedings or otherwise, or, to QA’s knowledge, threatening to assert against

QA any deficiency or claim for additional taxes. QA has not granted any waiver

of any statute of limitations with respect to, or any extension of a period for

the assessment of, any tax. There are no tax liens on any assets of QA. QA has

not received a ruling or entered into an agreement with the Internal Revenue

Service or any other governmental entity or taxing authority or agency that

would have a Material Adverse Effect (as defined below) on QA after the

Effective Time. For purposes of this Agreement, “Material Adverse Effect” with

respect to QA means an effect that: (1) is materially adverse to the business,

financial condition, results of operations or prospects of QA; (2)

significantly and adversely affects the ability of the QA to consummate the

transactions contemplated by this Agreement by the Effective Time or to perform

its material obligations under this Agreement; or (3) enables any person to

prevent the consummation by the Effective Time of the transactions contemplated

by this Agreement. QA does not expect any taxing authority to assess any

additional taxes for any period for which tax returns have been filed.




 




SECTION 4.13 Contracts. QA is not a party to or bound by any:




 




a.                                       Employment contract except as described in

Schedule 4.13 (a);




 




b.                                      Bonus, deferred compensation, savings,

profit sharing, severance pay, pension or retirement plan or arrangement,

except for the Plans described in Schedule 4.13 (b) hereof;




 




c.                                       Material lease or license with respect to

any property, real or personal, whether QA is landlord or tenant, licensor or

licensee, involving a liability or obligation of QA as obligor in excess of

$5,000 on an annual basis except as shown on Schedule 4.13 (c);.




 




d.                                      Agreement, contract or indenture relating to

the borrowing of money by QA, except as shown on Schedule 4.13 (d);




 




e.                                       Agreement with any present or former

officer, director or stockholder of QA except as shown on Schedule 4.13 (e); or




 




f.                                         Other contract, agreement or other

commitment which is material to the business, operations, property, prospects

or assets or to the condition, financial or otherwise, of QA which involve a

payment by QA of more than $5,000 on an annual basis except as shown on

Schedule 4.13 (f); or




 




g.                                      Any oral contract or agreement except as

shown by the written summary setting forth the terms and conditions of each

such oral contract or agreement as shown on Schedule 4.13 (g).




 




23





























 




With

respect to the agency contracts between QA and the insurance companies with

which it does business, all such contracts which allow QA to sell and market

its insurance products are valid and binding in accordance with their terms and

there has been no indication that any such contracts are subject to revocation,

limitation, recision or termination. Such contracts are subject to revocation,

limitation, recision or termination as a result of the change in control which

will occur in the merger contemplated herein. Such contracts will continue to

be in full force and effect from and after the Effective Time according to

their respective terms.




 




With

respect to all contracts or agreements to which QA is a party; (i) the contract

or agreement is legal, valid, binding, enforceable and in full force and

effect; (ii) the contract or agreement will continue to be legal, valid,

binding, enforceable and in full force and effect on identical terms following

the consummation of the transactions contemplated hereby; (iii) no party is in

breach or default, and no event has occurred which with notice or lapse of time

would constitute a breach or default, or permit termination, modification or

acceleration, under the contract or agreement; and (iv) no party has repudiated

any provision of the contract or agreement.




 




SECTION 4.14 Compliance with ERISA. QA has not established,

maintained or contributed at any time during the five-year period ending as of

the Effective Time to any employee benefit plan (as defined in Sections 3(3) or

3(37) of the Employment Retirement Income Security Act of 1974 (“ERISA”)) or

any other plan with respect to which any governmental filings are required,

except for the QA 401 (k) Plan and the Paychex Section 125 Plan (Plans). The

Plans are sponsored by QA. A true and accurate copy of the Plans, any related

trust agreements and each of the amendments thereto has been provided to TBNA

and TBFS together with (i) all determination letters received in respect of any

qualified plans, and (ii) all required reports and supporting schedules filed

with any government agency in respect of the Plans for the three most recent

years ending on or before the date hereof. To QA’s knowledge, the Plans and

each fiduciary (as defined in Section 3(21) of ERISA) of the Plans are in

compliance in all material respects with all applicable requirements (including

nondiscrimination requirements in effect as of the date hereof) of the Internal

Revenue Code of 1986 (“Code”), including, but not limited to, Sections 79, 105,

106, 125, 401, 501, and 4975 of the Code. For purposes of this Section 4.14,

noncompliance with the Code or ERISA is material if such noncompliance could

have a material adverse effect on the condition of the Plans or of QA as of the

Effective Time or upon discovery of the noncompliance. To QA’s knowledge, all

required contributions to the Plans through the date hereof and as of the

Effective Time have or will have been made. To QA’s knowledge, QA as well as the

Plans, have no material current or threatened liability of any kind to any

person, including but not limited to any government agency, as of the date

hereof, other than for the payment of benefits in the ordinary course. Prior to

the Effective Time, QA shall terminate the existing Plans at the sole cost and

expense of QA. It is understood and agreed that all actions required for

complete termination of the Plans may not be finalized prior to the Effective

Time, however, QA authorizes the Surviving Corporation to take such action, or

otherwise act in its name with




 




24





























 




respect

to such action as may be necessary to finalize such termination. If such action

occurs following the Effective Time such action shall be at the sole cost of

the Surviving Corporation.




 




SECTION 4.15 Insurance. Schedule 4.15 attached hereto sets forth

the following information with respect to each insurance policy (including

policies providing property, casualty, liability and workers’ compensation

coverage and bond and surety arrangements) to which QA has been a party, a

named insured, or otherwise the beneficiary of coverage at any time within the

past five (5) years:




 




(i)                                     the name, address and telephone number of

the agent;




 




(ii)                                  the name of the insurer, the name of the

policyholder and the name of each covered insured;




 




(iii)                               the policy number and the period of

coverage;




 




(iv)                              the scope (including an indication of

whether the coverage was on a claims made, occurrence, or other basis) and

amount (including a description of how deductibles and ceilings are calculated

and operate) of coverage;




 




(v)                                 a description of any retroactive premium

adjustments or other loss-sharing arrangements.




 




(vi)                              list of policies canceled or renewed or

notices thereof within the last six (6) months.




 




With respect to each such insurance policy:

(A) the policy is legal, valid, binding, enforceable and in full force and

effect; (B) the policy will continue to be legal, valid, binding, enforceable

and in full force and effect on identical terms following the consummation of

the transactions contemplated hereby; (C) neither QA nor any other party to the

policy is in breach or default (including with respect to the payment of

premiums or the giving of notices), and no event has occurred which, with

notice or the lapse of time, would constitute such a breach or default, or

permit termination, modification or acceleration, under the policy; and (D) no

party to the policy has repudiated any provision thereof. QA has no reason to

believe that any such insurance policy will not be renewed upon the expiration

thereof at premiums substantially equivalent to those currently being paid,

except for changes in such premium applicable to insureds similarly situated.

QA has been covered during the past five (5) years by insurance in scope and

amount customary and reasonable for the business in which it has engaged during

the aforementioned period. Section 4.15 (b) describes any self-insurance

arrangements affecting QA.




 




25





























 




SECTION 4.16 Internal Controls and Records. QA maintains books

of account which accurately and validly reflect, in all material respects, all

assets, liabilities and other business transactions and maintains accounting

controls sufficient to ensure that all such transactions are (a) in all

material respects, executed in accordance with its management’s general or

specific authorization, and (b) recorded in conformity with generally accepted

accounting principles.




 




SECTION 4.17 Environmental Laws. Except as set forth on Schedule

4.17 attached hereto:




 




a.                                       The operations of QA and conduct of business

by QA comply in all material respects with all applicable past and present

federal, state and local environmental statutes and regulations and neither the

condition of any property owned by QA nor the operation of the business of QA

violates in any material respects any applicable federal, state or local

environmental statute or regulation.




 




b.                                      None of the operations of QA is subject to

any judicial or administrative proceeding alleging the violation of any

federal, state or local environmental health or safety statute or regulation

nor is it the subject of any claim alleging damages to health or property

pursuant to which QA may be liable.




 




c.                                       None of the operations of nor any of the

properties occupied by QA is the subject of any federal, state or local

investigation in evaluating whether any remedial action is needed to respond to

a release or threatened release of any hazardous waste or substance from

whatever source.




 




d.                                      No condition or event has occurred which,

with notice or the passage of time or both, would constitute a violation of any

federal, state or local environmental law and at no time has QA stored or used

any pollutants, contaminants or hazardous or toxic waste, substances or

materials on or at any location occupied by QA.




 




e.                                       QA has never been notified by either a

federal, state or local governmental authority, or any private party, that QA

is a potentially responsible party for remedial costs spent addressing the

release, or threat of a release, of a hazardous substance and to the

environment pursuant to the Comprehensive Environmental Response, Compensation

or Liability Act, 42 U.S.C. 9601, et seq. or any corresponding state law.




 




26





























 




SECTION 4.18 Broker/Advisor’s/Attorney’s Fees. QA has no

liability or obligation to pay any broker or finder’s fees or commissions with

respect to the transactions contemplated by this Merger Agreement , except as

set forth in Schedule 4.18 attached hereto.




 




SECTION 4.19 Labor Matters




 




a.                                       QA is in compliance with all applicable laws

respecting employment and employment practices, terms and conditions of

employment and wages and hours, and are not engaged in any unfair labor

practice.




 




b.                                      There is no unfair labor practice complaint

against QA pending before the National Labor Relations Board.




 




c.                                       There is no labor strike, dispute, slowdown,

representation campaign or work stoppage actually pending or threatened against

or affecting QA.




 




d.                                      No grievance or arbitration proceeding

arising out of or under collective bargaining agreements is pending and no

claim therefor has been asserted against QA.




 




e.                                       QA is not experiencing any material work

stoppage.




 




SECTION 4.20 Employees. Schedule 4.20 lists all officers,

directors and employees of QA and their respective rates of compensation

(including the portions thereof attributable to bonuses or other extraordinary

compensation). All amounts due or accrued due for all salary, wages, bonuses,

commissions, vacation with pay or other employee benefits are reflected in the

books and records of QA and have been paid to the respective employee. Each

employee of QA is an employee at-will, and no employee has any agreement as to

length of notice or severance payment required to terminate his or her

employment except as may be separately shown on Schedule 4.13 (a).




 




SECTION 4.21. Information Supplied. None of the information

supplied or to be supplied by QA to its shareholders in connection with this

Merger Agreement, contains or shall contain any untrue statement of a material

fact or omit to state any material fact required to be stated therein or

necessary in order to make the statements therein, in light of the

circumstances under which they were made, not misleading.




 




SECTION 4.22 Notes and Accounts Receivable. As set forth on

Schedule 4.22, as of November 30, 2002, all notes and accounts receivable are

reflected properly on the books and records, are valid receivables subject to

no setoffs or counterclaims, are in accordance with their terms at their

recorded amounts.




 




27





























 




SECTION 4.23 Borrowings. QA is not in default in any respect

under, and is not otherwise in violation or contravention of, any of the terms

and provisions of any agreement for the repayment of borrowed funds. Copies of

all promissory notes and other documents and instruments evidencing or relating

to indebtedness for amounts borrowed by the Company are attached hereto as

Schedule 4.23.




 




SECTION 4.24 Minute Book. The minute book of QA contains a

complete record of all meetings of the directors and shareholders of the

Company since the date of its incorporation. Such minute book has been made available

for inspection by TBFS. All actions taken by QA requiring action by the board

of directors or shareholders of the Company have been duly authorized or

ratified as necessary and are evidenced in the minute books of QA as so made

available for the aforesaid inspection. The minute book (containing the records

of meetings of the stockholders, the board of directors, and any committees of

the board of directors), the stock certificate books, and the stock record

books of QA are correct and complete.




 




SECTION 4.25 Professional Liability Policy. QA currently

maintains in full force and effect a professional liability and errors and

omissions policy, a true and correct copy of which is attached as Schedule 4.25

The renewal date for such policy is the 3rd day of June 2003.




 




SECTION 4.26 Unearned Premiums and Policy Cancellations.

Unearned premiums and policy cancellations are properly stated as of November

30, 2002.




 




SECTION 4.27 Powers of Attorney. There are no outstanding powers

of attorney executed on behalf of QA except as disclosed in Schedule 4.27.




 




SECTION 4.28 Guaranties. There are no guaranties nor is QA

liable for any liability or obligation of any other person or entity except as

disclosed in Schedule 4.28.




 




SECTION 4.29 Full Disclosure. No statement contained in any

document, certificate, or other writing furnished or to be furnished by or at

the direction of QA to TBNA or TBFS in, or pursuant to the provisions of, this

Merger Agreement contains or shall contain any untrue statement of a material fact

or omits or shall omit to state any material fact necessary, in light of the

circumstances under which it was made, in order to make the statements herein

or therein not misleading.




 




28





























 




ARTICLE V




C. GENE QUARLES GUARANTIES




 




C. Gene Quarles has from time to time, prior to this Merger Agreement,

provided guaranties with respect to insurance agreements involving QA and on

behalf of QA. At the Effective Time, and thereafter, any and all liability of

C. Gene Quarles with respect to any such guaranty shall be assumed by the

Surviving Corporation for any act or occurrence giving rise to any claim on

such guaranties which occurs following the Effective Time. Likewise, the

Surviving Corporation shall indemnify and hold C. Gene Quarles harmless from

any liability or claim on such guaranties for any such liability which occurs

following the Effective Time. Provided, however, C. Gene Quarles is not

released herein from liability or responsibility for any claim made upon such

guaranties which is based upon any act or occurrence which occurs prior to the

Effective Time.




 




ARTICLE VI




TERMINATION




 




SECTION 6.1 Termination. This Merger Agreement may be terminated

and the Merger may be abandoned at any time notwithstanding approval thereof by

the stockholders of QA, but prior to the Effective Time:




 




a.                                       By the written agreement jointly approved by

both boards of directors of QA and TBFS.




 




b.                                      By the board of directors of either TBFS or

QA if any court of competent jurisdiction in the United States or other state

or federal regulatory or governmental body shall have issued an order, decree

or ruling or taken any other action restraining, enjoining or otherwise

prohibiting the transactions contemplated by this Merger Agreement and such

order, decree, ruling or other actions shall have become final and

nonappealable.




 




c.                                       By the board of directors of either TBFS or

QA in the event of a material breach or material misrepresentation by the other

party giving either TBFS or QA the right to terminate the Merger Agreement.




 




d.                                      By the board of directors of either TBFS or

QA, if the closing does not occur on or prior to December 31, 2002 and the

parties have not otherwise agreed to an extension of the closing.




 




e.                                       By the board of directors of TBFS if a

significant portion of the assets of QA re physically damaged, lost or

destroyed prior to the Effective Time.




 




SECTION 6.2 Effect of Termination with respect to down payment.

The down payment described in Section 9.2 shall be returned to TBFS if this

Merger Agreement is terminated as described in Section 6.1 a, b and e. Such

down payment shall be returned to TBFS if QA commits a material breach or if

there is a material misrepresentation made




 




29





























 




by

QA. Such down payment shall be paid to QA if TBFS commits a material breach or

if there is a material misrepresentation made by TBFS and such payment shall be

deemed to be payment in full for any and all damages suffered by QA as a result

of such termination.




 




SECTION 6.3 Survival of Confidentiality Provisions. All

obligations set forth in Section 9.4 shall survive any termination of this

Merger Agreement.




 




ARTICLE VII




INDEMNIFICATION




 




SECTION 7.1 Survival of Representations and Warranties. All of

the representations and warranties of the parties contained in this Agreement

shall survive the closing hereunder and continue in full force and effect for a

period of two (2) years following the Effective Time.




 




SECTION 7.2 Indemnification by the Stockholders. The

Stockholders shall indemnify and hold harmless TBNA, TBFS and the Surviving

Corporation, their shareholders, directors, officers, employees and other

agents (collectively, the “Buyer Indemnitees”) in respect of any and all

damages, losses, liabilities, liens, payments, obligations, penalties, claims,

injunctions, litigation, orders, demands, defenses, judgments, actions, suits,

proceedings, hearings, investigations, charges, costs, disbursements or

expenses (including, without limitation, reasonable fees, disbursements and

expenses of attorneys, accountants and other professional advisors and of

expert witnesses and costs of investigation and preparation) of any kind or

nature whatsoever (collectively “Damages”) asserted against or incurred by any

Buyer Indemnitee as a result of, in connection with or arising out of:




 




(i)                                     any material inaccuracy in or breach of any

representation or warranty made by QA herein;




 




(ii)                                  any material breach or nonperformance

(partial or total) of any covenant or agreement of the Stockholders contained

herein;




 




(iii)                               any material liability for federal, state,

or local taxes of QA, which taxes are attributable to the period of time ending

on or before the Effective Time, including any interest, penalties, assessments

or additions to tax resulting from, attributable to, or incurred in connection

with, any such tax or any contest or dispute thereof. Provided, however, this

indemnity shall not apply to any taxes accrued for or shown on the November 30,

2002 balance sheet of QA.




 




SECTION 7.3 Indemnification by TBNA, TBFS and the Surviving

Corporation. TBNA, TBFS and the Surviving Corporation shall indemnify and

hold harmless the Stockholders (the “Seller Indemnitees”) in respect of any

Damages asserted against or




 




30





























 




incurred

by any Seller Indemnitee as a result of, in connection with or arising out of:




 




(i)                                     any material inaccuracy in or breach of any

representation or warranty made by TBNA or TBFS herein; or




 




(ii)                                  any material breach or nonperformance

(partial or total) of any covenant or agreement of TBNA or TBFS contained

herein.




 




SECTION 7.4 Third Party Indemnification. The obligations of the

Stockholders to indemnify the Buyer Indemnitees under Section 7.2 hereof and

the obligations of TBNA, TBFS and the Surviving Corporation to indemnify the

Seller Indemnitees under Section 7.3 hereof, in each case resulting from the

assertion of liability by a third party (each, as the case may be, a “Claim”),

shall be further subject to the following terms and conditions:




 




(i)                                     Any party against whom any Claim is asserted

shall give the party (or the parties) required to provide indemnity hereunder

written notice of such Claim promptly after learning of such Claim, and the

indemnifying party may, at its option, undertake the defense thereof with

counsel chosen by it but reasonably satisfactory to the indemnified party.

Failure to give prompt notice of a Claim hereunder shall not affect the

indemnifying party’s obligations under this Section 7.4. If the indemnifying

party, within twenty (20) days after notice of any such Claim, or such shorter

period as is reasonably required, fails to assume the defense of such Claim,

the Buyer Indemnitee or the Seller Indemnitee, as the case may be, (each, an

“Indemnitee”), against whom such Claim has been made shall have the right, but

shall not be obligated, to undertake the defense, compromise or settlement of

such Claim on behalf and for the account and risk, and at the expense, of the

indemnifying party.




 




(ii)                                  Anything in this Section 7.4 to the contrary

notwithstanding, the Indemnifying party shall not enter into any settlement or

compromise of any action, suit or proceeding or consent to the entry of any

judgment (A) which does not include as an unconditional term thereof the

delivery by the claimant or plaintiff to the Indemnitee of a written release

from all liability in respect of such action, suit or proceeding, or (B) for

other than monetary damages without the prior written consent of the

Indemnitee.




 




31





























 




Notwithstanding

the foregoing provisions of Article 7, no claim for damages may be asserted by

an Indemnitee in the event the Indemnitee had actual knowledge of a breach of a

representation or warranty on or prior to the Effective Time and did not

disclose such breach to the other Indemnitee on or prior to the Effective Time.




 




ARTICLE VIII




CLOSING CONDITIONS




 




The parties agree that the following matters shall be performed or

waived at or prior to the closing of this Merger Agreement and that the closing

and finalization of this Merger Agreement shall be specifically conditioned

upon such performance or waiver.




 




SECTION 8.1 QA Corporate Approval. The Board of Directors of QA

shall cause the corporate records of QA to reflect the approval of this Merger

Agreement and to authorize the transactions contemplated by this Merger

Agreement on a date which is the earliest practicable date after the date this

Merger Agreement has been fully executed.




 




SECTION 8.2 TBNA and TBFS Approval. Prior to the closing, TBNA

and TBFS shall take all action necessary to cause its Board of Directors to

authorize the Merger and to take any other corporate action necessary on their

part to complete the Merger and perform the transactions contemplated thereby.




 




SECTION 8.3 Provision of Information. QA and TBFS shall promptly

provide each other information as to any significant developments in the

performance of this Merger Agreement and shall promptly notify the other if it

discovers that any of its representations and warranties contained in this

Merger Agreement or in any document delivered in connection with this Merger

Agreement was not true and correct in all material respects or became untrue or

incorrect in any material respect.




 




SECTION 8.4 Employment Agreement. The closing of this Merger

Agreement is conditioned upon the approval and execution of an employment

agreement between the Surviving Corporation and C. Gene Quarles, Clint Quarles

and Robin Buerge at the Effective Time. Such agreement shall be in the forms

attached hereto as Schedule 8.4 (a), (b) and (c) respectively.




 




SECTION 8.5 Covenants not to Compete. The closing of this Merger

Agreement is conditioned upon the approval and execution of covenant not to

compete agreements between the Surviving Corporation and C. Gene Quarles, Clint

Quarles and Robin Buerge. Such agreements shall be in the forms attached hereto

as Schedule 8.5 (a), (b) and (c) respectively.




 




32





























 




SECTION 8.6 Covenant not to compete with Team Financial, Inc.

The closing of this Merger Agreement is conditioned upon the execution of a

covenant not to compete by Robin Buerge with TBNA’s parent company Team

Financial, Inc. In the form attached hereto as Schedule 8.6.




 




SECTION 8.7 Payment for Legal Fees. TBFS shall pay the sum of

Fifty Thousand Dollars ($50,000.00) to Michael S. Forsman, PLC, as payment of

legal fees incurred by Stockholders with respect to the negotiation and

finalization of this Merger Agreement. Stockholders agree to pay and hold the

Surviving corporation harmless from payment of any remaining attorney fees

which may have been incurred with respect to the negotiation and finalization

of this Merger Agreement.




 




SECTION 8.8 Regulatory Approvals. All required notices,

approvals, failures to disapprove, notices of non-disapproval and consents

regarding the proposed purchase and sale transaction have been obtained from

any applicable state or federal regulatory bodies and agencies, and all

required waiting periods shall have expired.




 




SECTION 8.9 Representation and Warranties. All representations

and warranties of the parties set forth in this Merger Agreement shall be true

in all material respects as of the Effective Time.




 




SECTION 8.10 Balance Sheet at the Effective Time. Immediately

prior to the Effective Time QA shall provide TBFS with a pro forma QA balance

sheet dated to the Effective Time which shall correctly state that the total

equity of QA as of November 30, 2002 is not less than an amount agreed upon by

both QA and TBFS.




 




SECTION 8.11 Legal Proceedings or Claims. TBFS, in its sole

discretion, shall be satisfied with the status and/or any reserve established

for any pending action, suit, proceeding or claim existing at the Effective

Time. Because of the fact that letters from QA’s attorneys describing and

setting forth their opinions as to any such matter were not presented prior to

the execution of this Merger Agreement, due diligence on behalf of TBFS shall

continue to the date of the Effective Time with respect to all legal

proceedings or claims.




 




SECTION 8.12 Mercer Surplus Tax Account. TBFS, in its sole

discretion, shall be satisfied with the status of the Mercer Surplus Tax

Account immediately prior to the Effective Time. If, for any reason, TBFS finds

that the Mercer Surplus Tax Account is unsatisfactory, such Account shall

remain the property of the Stockholders and not pass as an asset received by

the Surviving Corporation. If the Mercer Surplus Tax Account is to remain the

property of Stockholders, any and all funds reserved as a liability of QA for

such Mercer Surplus Tax Account shall be transferred to Stockholders.




 




33





























 




SECTION 8.13 Payment of Receivables from Stockholders. Any

receivables due QA from Stockholders shall be paid on or before the Effective

Time.




 




SECTION 8.14 Split Dollar Life Insurance Agreement. At or prior

to closing the split dollar policies on C. Gene Quarles and Robin Buerge which

are referenced in Section 2.3 (d) herein shall be policies assigned to the

Surviving Corporation.




 




SECTION 8.15 Cost and Accumulated Depreciation of Fixed Assets.

The cost of fixed assets and the amount of the accumulated depreciation shown

on the QA balance sheet at closing shall be acceptable to TBFS.




 




SECTION 8.16 Establishment of Reserves and Adjustments at Closing.

Based upon finalization of due diligence by TBFS at the Effective Time, a

reserve account or adjustments to the balance sheet of QA shall be established

as agreed to by both TBFS and QA. Such reserve, as may be agreed to, shall

reserve for doubtful account receivables, estimated policy cancellations,

doubtful notes or note agreements from customers, increase in payables to

insurance companies, remittance of collected payables to insurance companies,

accrual for unpaid invoices at closing, accrual for professional fees relating

to this merger transaction (if any), accrual for any 401 (k) plan contribution,

understatement of accrued/deferred income taxes and accrual for Kentucky

Surplus Tax.




 




SECTION 8.17 Performance of Obligations. The parties shall have

performed and complied with all obligations which are to be performed or

complied with by them under this Merger Agreement prior to or on the date of

the Effective Time.




 




SECTION 8.18 No Adverse Changes. There shall have been no

material adverse change in the business, operations or condition (financial or

otherwise) of QA from October 31, 2002 through the Effective Time. With respect

to determining the status of the business, operations or condition of QA at the

Effective Time, TBFS and its representatives shall have been provided full and

complete access to the books, records, financial statements, tax returns,

facilities, employees and such other information with respect to QA as TBFS may

reasonably request.




 




ARTICLE IX




MISCELLANEOUS




 




SECTION 9.1 Covenants. QA shall not, without the express written

consent of TBFS:




 




a.                                       Incur any indebtedness for borrowed money,

assume, guarantee, endorse or otherwise as an accommodation become liable or

responsible for obligations of any other individual, firm or corporation.




 




b.                                      Make, grant or incur any obligation or

liability to make or grant a loan to




 




34





























 




any

person or entity.




 




c.                                       Except for transactions in the ordinary and

usual course of business, sell or transfer any of its properties or assets or

cancel, release or assign any indebtedness owed to it or any claims held by it.




 




d.                                      Make any purchase or commitment/obligation

to purchase any fixed asset in excess of Five Thousand Dollars ($5,000.00).




 




e.                                       Materially alter or change the customary

terms and conditions upon which it conducts business.




 




f.                                         Materially alter or change the business or

business organization.




 




g.                                      Declare or pay any dividend.




 




h.                                      Issue any new shares of stock.




 




SECTION 9.2 Cash Payment by TBFS: At the time of signing

this Merger Agreement, TBFS shall pay the sum of Fifty Thousand Dollars

($50,000) to QA in immediately available funds as and for a down payment, to be

held in a non-interest bearing escrow by TeamBank, N.A. until the Effective

Time when said sum shall be applied to the Cash Consideration to the

Stockholders provided for by this Merger Agreement.




 




SECTION 9.3 Inspection and Due Diligence. Between the date

hereof and the Effective Time and upon reasonable notice, TBFS and its

authorized representatives shall be permitted full access during regular

business hours to all properties, books, records, contracts and documents of

QA. QA shall furnish to TBFS and its authorized representatives all information

with respect to the affairs of QA and BANK as may be reasonably requested. QA shall

provide such information and answer such inquiries as TBNA may reasonably

request or make concerning the subject matter of the representations and warranties

of QA made herein. Immediately prior to the Effective Time TBNA may, at its

sole cost and expense conduct a second due diligence examination of the assets

of QA and BANK for the period from October 31, 2002 forward.




 




SECTION 9.4 Confidential Information. All information disclosed

to, obtained by or otherwise coming into the possession of the parties hereto

shall be maintained in strict confidence in accordance with the terms of that

certain Confidentiality Agreement executed by TeamBank, N.A. as agent for TBFS

and QA dated August 30, 2002. The terms of the Confidentiality Agreement

previously executed by the agents of TBFS and QA are specifically ratified by

TBFS and QA and incorporated into this Merger Agreement as if fully set forth

at length herein.




 




SECTION 9.5 Headings. Headings contained in this Merger

Agreement are inserted for convenience only and do not constitute a part of the

Agreement.




 




35





























 




SECTION 9.6 Governing Law. This Merger Agreement embodies the

entire agreement between the parties. There have been no agreements,

representations or warranties between the parties hereto other than those set

forth and provided herein. This transaction and the Agreement shall be

construed, interpreted and enforce according to the laws of the State of

Oklahoma.




 




ARTICLE X




AMENDMENTS AND WAIVER




 




SECTION 10.1 Amendment. This Merger Agreement may be amended by

agreement of TBNA, TBFS and QA, by action taken by their respective boards of

directors or their respective officers at any time prior to the Effective Time

and either before or after the approval of this Merger Agreement by the

stockholders of QA, except that no amendment shall be made, subsequent to the

adoption of this Merger Agreement by the stockholders of QA, that:




 




a.                                       Alters or changes the method of calculation

of cash or stock which is to be transferred or paid to QA stockholders

hereunder;




 




b.                                      Alters or changes any term of the articles

of incorporation of QA;




 




c.                                       Alters or changes any of the terms and

conditions of this Merger Agreement if such alteration or change would

adversely affect the stockholders of QA.




 




This

Merger Agreement may only be amended by a written instrument signed by an

authorized person on behalf of each of the corporations which are party to this

Merger Agreement.




 




SECTION 10.2 Waivers and Extensions. Any extensions or waiver of

compliance with any provisions of this Merger Agreement on the part of either

corporation party hereto shall be valid only if set forth in a written instrument

signed by an authorized person on behalf of each of the corporations.




 




SECTION 10.3 Notices. All notices and other communications

hereunder shall be deemed to have been given when delivered by hand of when

deposited in the mail, by certified or registered mail, postage prepaid or

delivered by recognized overnight courier, as follows:




 




 




36





























 




TO:                          TEAMBANK, N.A.




and




TEAMBANK, N.A. FINANCIAL SUBSIDIARY INC.




 




8 West Peoria




P.O. Box 402




Paola, KS 66071-0402




ATTN: Robert J. Weatherbie,




 




 




With a copy to:




 




Carl W. Hartley, Esq.




P. O. Box 407




Paola, KS 66071-0407




 




 




TO:                          THE QUARLES AGENCY, INC.




ATTN: Robin Buerge




P.O. Box 35487




Tulsa, OK 74143




 




With a copy to:




 




Michael S. Forsman, PLC




100 West Fifth Street , Suite 800




Tulsa, OK 74103




 




SECTION 10.4 Counterparts. This Merger Agreement may be executed

in any number of counterparts, each of which shall be deemed an original, and

all of which when taken together shall constitute one and the same agreement.

Any party may sign this Merger Agreement by facsimile and such facsimile

signature shall be deemed to be genuine if sent by one party to the other.




 




IN WITNESS WHEREOF, this Merger Agreement has been signed by the

corporate parties hereto pursuant to actions taken by their Boards of Directors

at meetings and the  corporate seals have been affixed hereto. The Stockholders have signed

this Merger Agreement in their individual capacities with respect to their

agreements and obligations as set forth herein.




 




37





























 




	

  TEAMBANK, N.A.


  	

   


  	

  THE QUARLES AGENCY, INC.


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

  /s/ Robert J. Weatherbie


  	

   


  	

   


  	

   


  
	

  Robert J. Weatherbie


  	

   


  	

  Robin Buerge


  
	

  Chairman


  	

   


  	

  President


  





 




 




 




TEAMBANK,

N. A. FINANCIAL




SUBSIDIARY,

INC.




 




 




Robert

J. Weatherbie




Chairman




 




 




STOCKHOLDERS




 




 




	

  /s/ Gene Quarles


  	

   


  	

  DATE:


  	

  12/11/2002


  	

   


  
	

  C. Gene Quarles, Individually


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

  /s/ Clint Quarles


  	

   


  	

  DATE:


  	

  12/11/2002


  	

   


  
	

  Clint Quarles, Individually


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

  /s/ Robin Buerge


  	

   


  	

  DATE:


  	

  12/11/2002


  	

   


  
	

  Robin Buerge, Individually


  	

   


  	

   


  	

   


  	

   


  





 




38





























 




CERTIFICATION OF CHAIRMEN AND SECRETARIES




 




This Merger Agreement, adopted by the directors of the respective TBNA,

TBFS and QA subject to approval by a vote of QA and TBFS Stockholders is hereby

adopted and made effective as

of                                               ,

2002, pursuant to the actions taken by the respective corporations, and in

witness whereof, this Merger Agreement is signed by the Chairman/President and

Secretary of each of the corporations, and the respective corporate seals have

been affixed thereto.




 




 




	

  TEAMBANK N. A.


  	

   


  	

  THE QUARLES AGENCY, INC.


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

  Robert J. Weatherbie


  	

   


  	

  Robin Buerge


  
	

  Chairman


  	

   


  	

  President


  





 




 




	

  BY:


  	

   


  	

   


  	

  BY:


  	

   


  	

   


  
	

   


  	

  Glora Mathews


  	

   


  	

   


  	

  B. J. Westhoff


  	

   


  
	

   


  	

  Secretary


  	

   


  	

   


  	

  Secretary


  	

   


  





 




 




TEAMBANK,

N.A. FINANCIAL SUBSIDIARY, INC.




 




 




Robert

J. Weatherbie




Chairman




 




 




	

  BY:


  	

   


  	

   


  
	

   


  	

  Lois Rausch


  	

   


  
	

   


  	

  Secretary


  	

   


  





 




39





























 




STATE

OF KANSAS, COUNTY OF MIAMI, SS:




 




Personally appeared before me, a Notary Public in and for the County

and State aforesaid, Robert J. Weatherbie, Chairman, and Glora Mathews,

Secretary, of TeamBank, N.A. who are personally known to me to be the same

persons who executed the foregoing instrument of writing, and they duly

acknowledged the execution of the same, and declare that they executed the

Merger Agreement on behalf of the corporation pursuant to the authority granted

them by their Board of Directors.




 




IN TESTIMONY WHEREOF, I hereunto subscribe my name and affix my

official seal this            day

of                            ,

2002.




 




 




Notary Public




 




My

appointment expires:




 




 




STATE

OF KANSAS, COUNTY OF MIAMI, SS:




 




Personally appeared before me, a Notary Public in and for the County

and State aforesaid, Robert J. Weatherbie, Chairman, and Lois Rausch,

Secretary, of TeamBank, N.A. Financial Subsidiary, Inc. who are personally

known to me to be the same persons who executed the foregoing instrument of

writing, and they duly acknowledged the execution of the same, and declare that

they executed the Merger Agreement on behalf of the corporation pursuant to the

authority granted them by their Board of Directors.




 




IN TESTIMONY WHEREOF, I hereunto SUBSCRIBE my name and affix my

official seal

this            day

of                            ,

2002.




 




 




Notary Public




 




My

appointment expires:




 




 




40





























 




STATE

OF OKLAHOMA, COUNTY

OF                           ,

SS:




 




Personally appeared before me, a Notary Public in and for the County

and State aforesaid, Robin Buerge, President, and B. J. Westhoff, Secretary, of

The Quarles Agency, Inc., who are personally known to me to be the same persons

who executed the foregoing instrument of writing, and they duly acknowledged

the execution of the same, and declare that they executed the Agreement on

behalf of the corporation pursuant to the authority granted them by their Board

of Directors.




 




IN TESTIMONY WHEREOF, I hereunto SUBSCRIBE my name and affix my

official seal

this            day

of                            ,

2002.




 




 




Notary Public




 




 




My

appointment expires:




 




 




STATE

OF OKLAHOMA, COUNTY

OF                        ,

SS:




 




Personally appeared before me, a Notary Public in and for the County

and State aforesaid, C. Gene Quarles who is personally known to me to be the

same person who executed the foregoing instrument of writing.




 




IN TESTIMONY WHEREOF, I hereunto SUBSCRIBE my name and affix my

official seal

this            day of                            ,

2002.




 




Notary Public




 




My

appointment expires:




 




41





























 




STATE

OF OKLAHOMA, COUNTY

OF                             ,

SS:




 




Personally appeared before me, a Notary Public in and for the County

and State aforesaid, Clint Quarles who is personally known to me to be the same

person who executed the foregoing instrument of writing.




 




IN TESTIMONY WHEREOF, I hereunto SUBSCRIBE my name and affix my

official seal

this            day

of                            ,

2002.




 




 




Notary Public




 




My

appointment expires:




 




 




STATE

OF OKLAHOMA, COUNTY

OF                               ,

SS:




 




Personally appeared before me, a Notary Public in and for the County

and State aforesaid, Robin Buerge who is personally known to me to be the same

person who executed the foregoing instrument of writing.




 




IN TESTIMONY WHEREOF, I hereunto SUBSCRIBE my name and affix my

official seal

this            day

of                            ,

2002.




 




 




Notary Public




 




My

appointment expires:




 




42





























 




Schedule 2.3(e)




 





























 




	

  Team Financial, Inc.


  	

   


  	

  Quarles Agency


  
	

   


  	

   


  	

  Contingency Payment Calculation


  





 




Total Contingency Payment                                           $  1,850,000                                    Annually                                              $  925,000




 




	

  Contingency Based on Revenues


  	

   


  	

  Total


  Revenue


  	

   


  	

  ^% of


  Contingent


  Payment


  	

   


  	

  Amount of


  Contingent


  Payment


  	

   


  	

  Decrease


  in Contingent


  Payment


  	

   


  
	

  Revenue

  Benchmark


  	

   


  	

  $


  	

  4,000,000


  	

   


  	

  23.13


  	

  %


  	

  $


  	

  925,000


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  $


  	

  3,975,000


  	

   


  	

  23.13


  	

  %


  	

  $


  	

  919,219


  	

   


  	

  $


  	

  (5,781


  	

  )


  
	

   


  	

   


  	

  $


  	

  3,950,000


  	

   


  	

  23.13


  	

  %


  	

  $


  	

  913,438


  	

   


  	

  $


  	

  (11,563


  	

  )


  
	

   


  	

   


  	

  $


  	

  3,925,000


  	

   


  	

  23.13


  	

  %


  	

  $


  	

  907,656


  	

   


  	

  $


  	

  (17,344


  	

  )


  
	

   


  	

   


  	

  $


  	

  3,900,000


  	

   


  	

  23.13


  	

  %


  	

  $


  	

  901,875


  	

   


  	

  $


  	

  (23,125


  	

  )


  
	

   


  	

   


  	

  $


  	

  3,875,000


  	

   


  	

  23.13


  	

  %


  	

  $


  	

  896,094


  	

   


  	

  $


  	

  (28,906


  	

  )


  
	

   


  	

   


  	

  $


  	

  3,850,000


  	

   


  	

  23.13


  	

  %


  	

  $


  	

  890,313


  	

   


  	

  $


  	

  (34,688


  	

  )


  





 




	

  Example A


  	

   


  	

  Year 1


  	

   


  	

  Year 2


  	

   


  	

  Year 3


  	

   


  	

  Year 4


  	

   


  
	

  Revenue

  Benchmark


  	

   


  	

  $


  	

  4,000,000


  	

   


  	

  $


  	

  4,000,000


  	

   


  	

  $


  	

  4,000,000


  	

   


  	

  $


  	

  4,000,000


  	

   


  
	

  Actual Revenues


  	

   


  	

  $


  	

  3,900,000


  	

   


  	

  $


  	

  4,000,000


  	

   


  	

  $


  	

  4,050,000


  	

   


  	

  $


  	

  4,100,000


  	

   


  
	

  Contingent

  Payment


  	

   


  	

  $


  	

  901,875


  	

   


  	

  $


  	

  925,000


  	

   


  	

  $


  	

  11,563


  	

   


  	

  $


  	

  11,563


  	

   


  
	

  Carry-Over


  	

   


  	

  $


  	

  (23,125


  	

  )


  	

  $


  	

  (23,125


  	

  )


  	

  $


  	

  (11,563


  	

  )


  	

  $


  	

  0


  	

   


  
	

  Interest Rate

  Projection


  	

   


  	

  3.75


  	

  %


  	

  4.50


  	

  %


  	

  5.50


  	

  %


  	

  6.50


  	

  %


  
	

  Interest Income

  Projection


  	

   


  	

  $


  	

  69,375


  	

   


  	

  $


  	

  42,666


  	

   


  	

  $


  	

  1,272


  	

   


  	

  $


  	

  752


  	

   


  





 




	

  Example

  B


  	

   


  	

  Year 1


  	

   


  	

  Year 2


  	

   


  	

  Year 3


  	

   


  	

  Year 4


  	

   


  
	

  Revenue

  Benchmark


  	

   


  	

  $


  	

  4,000,000


  	

   


  	

  $


  	

  4,000,000


  	

   


  	

  $


  	

  4,000,000


  	

   


  	

  $


  	

  4,000,000


  	

   


  
	

  Actual Revenues


  	

   


  	

  $


  	

  3,900,000


  	

   


  	

  $


  	

  2,900,000


  	

   


  	

  $


  	

  4,050,000


  	

   


  	

  $


  	

  4,100,000


  	

   


  
	

  Contingent

  Payment


  	

   


  	

  $


  	

  901,875


  	

   


  	

  $


  	

  0


  	

   


  	

  $


  	

  23,125


  	

   


  	

  $


  	

  0


  	

   


  
	

  Carry-Over


  	

   


  	

  $


  	

  (23,125


  	

  )


  	

  $


  	

  (23,125


  	

  )


  	

  $


  	

  0


  	

   


  	

  $


  	

  0


  	

   


  
	

  Interest Rate

  Projection


  	

   


  	

  3.75


  	

  %


  	

  4.50


  	

  %


  	

  5.50


  	

  %


  	

  6.50


  	

  %


  
	

  Interest Income

  Projection


  	

   


  	

  $


  	

  69,375


  	

   


  	

  $


  	

  1,041


  	

   


  	

  $


  	

  1,272


  	

   


  	

  $


  	

  0


  	

   


  





 





























 




Schedule 2.3(e)(2)




 





























 




GUARANTY

AGREEMENT




 




For value received, and for and

in consideration of the agreement of C. Gene Quarles, Clint Quarles and Robin

Buerge (hereinafter referred to as “Stockholders”) to surrender the common

stock held by them in Quarles Agency, Inc., an Oklahoma corporation, pursuant

to that Acquisition Agreement and Plan of Merger dated December

          , 2002 (hereinafter

referred to as the “Merger Agreement”), TeamBank, N. A. (hereinafter referred to

as “TBNA”) 

hereby unconditionally guarantees to the Stockholders that TBNA will

fully and promptly pay and discharge the obligations of the Surviving

Corporation named in the Merger Agreement, its successors and assign, with

respect to any payment due to Stockholders pursuant to Section 2.3 (e) of said

Merger Agreement entitled AAnnual

Contingent Payments” in

accordance with the terms of the Surviving Corporation’s obligation to make such contingent

payments to Stockholders.




 




If any legal action is filed to

enforce this guaranty, the prevailing party in such action shall be entitled to

recover reasonable attorney fees and the costs of such action.




 




This guaranty is expressly

limited in amount to the total amount of the Annual Contingent Payments of

$1,850,000.00, reasonable attorney fees and costs and any accruing interest as

specified in said Section 2.3 (e) of the Merger Agreement.




 




Executed and dated this

          day of December, 2002.




 




	

   


  	

  TeamBank, N.A.


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  BY:


  	

   


  	

   


  
	

   


  	

  Robert J. Weatherbie, Chairman


  





 





























 




Schedule 3.1




 





























 




Schedule 4.1(a)




 





























 




Schedule 4.2(a)




 





























 




Schedule 4.2(b)




 





























 




Schedule 4.3




 





























 




Schedule 4.9




 





























 




Schedule 4.10(a)




 





























 




Schedule 4.10(b)




 





























 




Schedule 4.11




 





























 




Schedule 4.12




 





























 




Schedule 4.13(a)




 





























 




Schedule 4.13(b)




 





























 




Schedule 4.13(c)




 





























 




Schedule 4.13(d)




 





























 




Schedule 4.13 (e)




 





























 




Schedule 4.13(f)




 





























 




Schedule 4.13(g)




 





























 




Schedule 4.15




 





























 




Schedule 4.17




 





























 




Schedule 4.18




 





























 




Schedule 4.20




 





























 




Schedule 4.22




 





























 




Schedule 4.22




 





























 




Schedule 4.23




 





























 




Schedule 4.25




 





























 




Schedule 4.27




 





























 




Schedule 4.28




 





























 




Schedule 8.4(a)




 





























 




Schedule 8.4(a)




 




EMPLOYMENT AGREEMENT




 




BETWEEN




 




QUARLES TEAM AGENCY, INC.




a wholly owned financial

subsidiary of




TeamBank, N.A.




 




AND




 




GENE QUARLES




 





























 




TABLE OF CONTENTS




 




	

  Section


  	

   


  
	

   


  	

   


  
	

  1.


  	

  Term of Agreement and

  Definitions


  
	

   


  	

   


  
	

  2.


  	

  Entire Agreement


  
	

   


  	

   


  
	

  3.


  	

  Validity


  
	

   


  	

   


  
	

  4.


  	

  Paragraphs and other

  headings


  
	

   


  	

   


  
	

  5.


  	

  Successors


  
	

   


  	

   


  
	

  6.


  	

  Conditions

  Precedent


  
	

   


  	

   


  
	

  7.


  	

  Duties


  
	

   


  	

   


  
	

  8.


  	

  Salary, Benefits, Additional Compensation


  
	

   


  	

   


  
	

  9.


  	

  Protection of Company’s Interests


  
	

   


  	

   


  
	

  10.


  	

  Termination by Company


  
	

   


  	

   


  
	

  11.


  	

  Termination by

  Executive


  
	

   


  	

   


  
	

  12.


  	

  Mitigation and

  Offset


  
	

   


  	

   


  
	

  13.


  	

  Binding

  Agreement


  
	

   


  	

   


  
	

  14.


  	

  Arbitration


  
	

   


  	

   


  
	

  15.


  	

  Amendment; Waiver


  
	

   


  	

   


  
	

  16.


  	

  Governing Law


  
	

   


  	

   


  
	

  17.


  	

  Notices


  
	

   


  	

   


  
	

  Signatures


  





 





























 




EMPLOYMENT AGREEMENT




BETWEEN




 




QUARLES TEAM AGENCY, INC.




a wholly owned financial subsidiary of




TeamBank, N.A.




 




AND




 




GENE QUARLES




 




 




This Employment

Agreement is made this         day of

December, 2002 between Quarles Team Agency, Inc., an Oklahoma corporation, (“QTA”) which is a

wholly owned financial subsidiary of TeamBank, N.A. (hereinafter “TBNA”)  and 

Gene Quarles (“Executive”).




 




A.                                   Executive was

serving as Chairman of Board of Directors of Quarles Agency, Inc. prior to the

merger of Quarles Agency, Inc. with TBNA’s wholly owned subsidiary TeamBank Financial Subsidiary, Inc. (“TBFS”) pursuant to a

written Acquisition Agreement and Plan of Merger dated the

           day of December,

2002, (“Merger

Agreement”).




 




B.                                     Executive has

rendered valuable services to Quarles Agency, Inc. and has acquired a

background in and knowledge of QTA’s continuing

business and, if the Merger Agreement closes; QTA, the surviving corporation of

said Merger, desires to continue the services of Executive as Chairman of Board

of Directors of QTA subject to the provisions of this Employment Agreement.




 




C.                                     If the Merger

Agreement closes, Executive desires to serve QTA as Chairman of Board of

Directors.




 




In

consideration of the foregoing recitals and the agreements set forth herein and

subject to the terms and conditions of the Merger Agreement, QTA and Executive

agree as follows:




 




1.                                      Term

of Agreement and Definitions:




 




1.0                               Term

of Agreement:  QTA shall employ Executive and

Executive accepts such Employment for a term beginning on the date the Merger

Agreement Closes and ending on the 31st day of December, 2004, subject to the

terms and conditions set forth herein, unless earlier termination of the

Agreement shall occur in accordance with the subsequent provisions set forth

herein.




 




1.1                               Automatic

Extension of Agreement Term: There shall be no automatic extension of the term

provided for in paragraph 1.0




 




1.2                               Definitions:  The following definitions shall be used in

the interpretation of this Employment Agreement.




 




1.2.1                     Employment

on an active full time basis means the Executive’s professional services shall be substantially devoted to QTA.  Although prior approval by QTA of




 




1





























 




Executive’s employment by third parties is not required,

QTA  shall have the right to review any

employment of Executive by any entity and shall have the right to require

Executive to abandon any unsuitable employment as may be determined by QTA or

to abandon any activities competitive with QTA.  The term “active full time

basis” includes the

requirement that Executive refrain from any activities which interfere with

Executive’s duties.




 




1.2.2                     Year,

Month, Week and Day, unless otherwise provided in this Employment

Agreement, the word “year” shall be construed to mean a calendar year of 365

days, the word “month” shall be construed to mean a calendar month, the

work “week” shall be construed to mean a calendar week of 7

days, and the word “day” shall be construed to mean a period of 24 hours

running from midnight to midnight.




 




1.2.3                     Annual

Base Salary is the sum of money regularly paid by QTA to Executive each calendar

year of the term of this Employment Agreement pursuant to provisions of Section

8.0 of this Employment Agreement.




 




1.2.4                     Customary

payroll practices are those policies and procedures routinely followed by QTA concerning

the time and method of payment of compensation to its employees as may from

time to time be adopted by QTA during course of this Employment Agreement.  It is anticipated that QTA will adopt the

policies and procedures currently used by TBNA 

on or about the date of closing of the Merger Agreement.




 




1.2.5                     Company

policies are those written policies adopted by QTA customary practices routinely

followed by  which may from time to time

be adopted by  during the course of this

Employment Agreement.  The parties

acknowledge QTA  may from time to time

reasonably enact new policies or alter existing policies.




 




1.2.6                     Organization as used herein

shall be broadly defined to include any business, civic or community group or

entity.




 




1.2.7                     Wilful

Misconduct is any act performed with a designed purpose or intent on the part of a

person to do wrong.




 




1.2.8                     Gross

misappropriation of funds shall be any misappropriation of company funds by

any means which is intentional and not of an inconsequential nature or amount.




 




2.                                      Entire Agreement




 




2.0                               With respect to

the matters specified herein, this Employment Agreement contains the entire

agreement between the parties and supersedes all prior oral and written

agreements,  understandings and

commitments between the parties.  This

Employment Agreement shall not affect the provisions of any other compensation,

retirement or other benefit programs of 

to which Executive is a party or of which Executive is a

beneficiary.  The parties acknowledge

that QTA has established a routine agreement with agents employed by QTA

commonly referred to as the “producers

agreement”.  QTA and Executive shall sign and date and

incorporated by reference herein the producers agreement applicable to

Executive.




 




2





























 




3.                                      Validity




 




3.0                               In the event that

any provision of this Employment Agreement is held to be invalid, void or

unenforceable, the same shall not affect, in any respect whatsoever, the

validity of any other provision of the agreement.




 




4.                                      Paragraphs and other headings




 




4.0                               Paragraphs and

other headings contained in this Employment Agreement are for reference

purposes only and shall not affect in any way the meaning or interpretation of

this Employment Agreement.




 




5.                                      Successors




 




5.0                               The rights and

duties of a party hereunder shall not be assignable by Executive in that his

services shall be deemed personal services. This Employment Agreement shall be

binding upon and inure to the benefit of any successor of QTA, and any such

successor shall be deemed substituted for QTA under the terms of this

Employment Agreement.  The term “successor” as used herein shall include any person, firm, corporation or other

business entity which at any time, by merger, purchase or otherwise, acquires

all or substantially all of the assets or business of QTA.




 




6.                                      Conditions Precedent




 




6.0                               QTA’s performance of any of the obligations of this

Employment Agreement shall be expressly conditioned upon the closing of the

Merger Agreement and upon all following conditions:




 




6.0.1                     Neither the Office

of the Comptroller of Currency nor any other state or federal regulatory

agencies shall object to Executive serving in the proposed capacities at QTA

and Executive’s employment shall

not result in additional supervisory review of QTA or its parent company, TBNA;

and




 




6.0.2                     The terms and

provisions of this Employment Agreement are accepted and ratified by the Board

of Directors of QTA immediately following the time the Merger Agreement is

approved; and




 




6.0.3                   Executive shall

agree to and execute a non-competition agreement in the form set forth in

Exhibit 1 attached hereto; and




 




6.0.4                     Executive shall at

the time of closing of the Merger Agreement be serving as the Chairman of the

Board of Directors of  QTA.




 




7.                                      Duties




 




7.0                               QTA employ

Executive upon an active full-time basis, as Chairman of Board of Directors of

QTA subject to the order and direction of the Board of Directors  of QTA .




 




7.1                               During the term of

this Employment Agreement, Executive shall devote substantially all of his

time, attention, and best efforts to the business of QTA.  Executive shall perform




 




3





























 




such duties and shall exercise such power

and authority as delegated by the Board of Directors of QTA from time to time,

provided that such duties are commensurate with the positions of Chairman of

Board of Director of an insurance agency. 

Executive may engage in other nonbusiness activities such as charitable,

educational, religious and similar types of activities so long as such

activities do not prevent the performance of Executive’s duties herein or conflict in any material

way  with the business of QTA.  Notwithstanding the above, Executive shall

be permitted to serve as a Director or Trustee of other organizations, in

accordance with the policies of QTA.




 




7.2                               The duties of

Executive shall be defined using a written job definition, developed by the

Board of Directors of QTA, which shall consult with Executive in the

development of the written job definition. 

Executive and said written job definition shall be subject to any

systematic evaluation system(s) that the QTA may from time to time employ.  The parties agree during the  term of this Employment Agreement the

written job definition may be amended from time to time.




 




7.3                               Executive’s duties shall be performed principally at QTA’s headquarters, presently located in Tulsa,

Oklahoma.




 




8.                                      Salary, Benefits, Additional Compensation




 




8.0                               Compensation.




 




8.0.1                     The Executive’s compensation for employment shall be a sum equal

to forty percent (40%) of the net commission on annual sales by QTA for

insurance sold to Mercer Truck Lines commencing with the  effective date of the Merger Agreement and

ending the earlier of the following: eight (8) years thereafter or upon the

earlier termination by Merce Truck Lines of the business with QTA.  In the event of death or disability of

Executive prior to the expiration of said eight (8) year period and/or prior to

the termination by Mercer Truck Lines of the business with QTA, said  sum shall be paid by QTA to Clint Quarles so

long as Clint Quarles shall be an employee of QTA and shall service the Mercer

Truck Lines business.  In additional

during the term of this Employment Agreement, Executive shall be compensated in

accordance with QTA’s business

commission schedule for any new business developed after the effective date of

the Merger Agreement.  Said sum shall be

payable according to the customary payroll practices of QTA and subject all

required withholding taxes.  Executive

shall be entitled to participate in any benefit plan provided by QTA for which

he is eligible.  Executive understands

that  he shall be subject to the terms

and conditions of participation in any such benefit plans which may change from

time to time, as provided below in paragraph 8.1.0.




 




8.0.2                     In addition,

Executive shall receive an expense allowance in an amount not to exceed Two

Thousand Dollars ($2,000) per month during the term of this Employment

Agreement which may be used by him at his sole discretion for payment of health

insurance premiums, 401k contributions; auto allowance; meals or entertainment

of prospective QTA clients.




 




8.1                               Benefits




 




8.1.0                     During the term of

this Employment Agreement, Executive shall receive all benefits




 




4





























 




generally made available to executives of

QTA as may from time to time be in effect, provided that nothing herein shall

require QTA  to establish or maintain

such plans.




 




8.2                               Executive

Expenses.




 




8.2.0                     Executive sole

entitlement to reimbursement for expenses incurred by Executive for the benefit

of QTA shall be as provided for in paragraph 

8.0.2 above.




 




8.3                               Tax

Liability.




 




Any tax liability, which the benefits

provided for by this Employment Agreement create for Executive, shall be the

sole responsibility of Executive.




 




8.6                               Non-Competition

Agreement Compensation.




 




8.6.0                     Executive shall

execute a non-competition agreement in the form attached hereto as Exhibit 1

and  and Executive shall be subject to

the terms and provisions contained therein.




 




9.                                      Protection of QTA’s

Interests




 




9.0                               During  the 

term of this Employment Agreement, Executive shall not directly or

indirectly engage in competition with, nor shall he own any interest in any

business which competes with, any business of QTA.




 




9.1                               Except for actions

taken in the course of his employment hereunder, at no time, including after

any termination of this Employment Agreement, shall Executive divulge, furnish

or make accessible to any person or entity any information of a confidential or

proprietary nature obtained by him while in the employ of QTA.  Upon termination of his employment,

Executive shall return to  all such

information which exists in writing or other physical form and all copies thereof

in his possession or under his control. 

Executive shall comply with the confidentiality policies of the company

and acknowledges that these confidentiality policies apply but are not limited

to (i) any and all trade secrets concerning QTA’s business, data, know-how,

customer lists, current and planned marketing and sales methods and processes,

current and anticipated customer requirements, price lists, market studies,

business plans, computer software and programs, past, current and planned

research and development, computer software and database technologies, systems

and structures, historical financial statements, financial projections and

budgets, historical and projected sales, capital spending budgets and plans,

the names and backgrounds of key personnel, personnel training and techniques

and materials; and (ii) any and all other information, whether or not

documented in any manner, relating to QTA’s business that is a trade secret

within the meaning of applicable trade secret law which is owned by QTA and

regularly used in the operation of QTA’s business, but in connection with which

the QTA takes precautions to prevent dissemination to any person other than

certain shareholders, directors, officers and employees of QTA.  Executive agrees that he shall not use or

disclose any information subject to the confidentiality policies of QTA,

directly or indirectly, either during the term of his employment under this

Agreement or at any time thereafter, in any way that may result in a detriment

to QTA or QTA’s business.




 




5





























 




9.2                               QTA, its successors

and assigns, shall, in addition to Executive’s services, be entitled to receive and own all of the results and

proceeds of said services (including, without limitation, literary material and

other intellectual property) produced or created during the term of Executive’s employment hereunder.  Executive will, at the request of QTA , execute such assignments,

certificates or other instruments as 

may from time to time deem necessary or desirable to evidence,

establish, maintain, protect, enforce or defend its right or title to any such

material.  Executive specifically agrees

that he will not from and after termination of his employment until the thrid

anniversay of the date of such termination of employment recruit, hire, induce,

solicit, interfere with or otherwise direct away from QTA any person who at the

time or during the six month period preceding termination was an employe or

agent of QTA or any of its predecessors, without the prior written consent of

QTA.




 




10.                               Termination by QTA




 




10.0                         QTA shall have

the right to terminate this Employment Agreement upon the death of Executive.




 




10.1                        QTA shall have the

right to terminate this Employment Agreement upon material breach by Executive

or for good cause, which shall mean (a) willful misconduct in following the

legitimate directions of the Board of Directors of QTA; or (b) commission of a

significant act of dishonesty, deceit or breach of fiduciary duty in the

performance of Executive’s duties; or (c)

gross misappropriation of  QTA funds or

property; or (d) habitual drunkenness/drug addiction; or (e) excessive

absenteeism not related to illness, sick leave or vacations; provided, however,

Executive shall be entitled to notice of any acts which QTA considers to be

misconduct or good cause as described in this paragraph.  Such notice shall include the specifics of

the basis for possible termination and shall be communicated to Executive in

writing at least thirty (30) days prior to any such proposed termination by

QTA. Executive shall be entitled to request and shall be given a reasonable

period of time in which to show that he has corrected the specified

misconduct.  Upon the cure or remedy of

such misconduct,  QTA shall rescind its

notice of termination.  If there is any

dispute with respect to whether Executive has cured the misconduct, a decision

will be sought from a lawyer mutually agreed to by both  QTA and Executive.  If QTA and Executive can not agree on a lawyer, each will pick a

lawyer who will together pick a lawyer who shall render a decision.




 




10.2                        If this Employment

Agreement is terminated by QTA for material breach or good cause, Executive

shall not be entitled to any benefits except those required by law.




 




11.                               Termination by Executive




 




11.0                        Executive shall be

entitled to terminate this Employment Agreement without cause upon ninety (90)

days written notice to QTA.  If

Executive shall so terminate this Employment Agreement, Executive forfeit all

benefits of this Employment Agreement except that he shall be entitled only to

those benefits provided under existing law. 

If Executive shall so terminate this Employment Agreement, QTA shall be

entitled to continue the non-competition agreement.




 




11.01                 Executive shall be

entitled to terminate this Employment Agreement upon material breach by  QTA or for good cause.  A material breach by QTA of the terms of

this




 




6





























 




Employment Agreement shall entitle Executive

to terminate his services under this Employment Agreement effective thirty (30)

days from and after receipt of such notice by QTA.  Such notice shall include a specific description of such breach

and QTA shall have until the effective date of the notice to cure or remedy

such breach.  Upon the cure or remedy of

such breach, Executive’s notice of termination

shall be deemed rescinded.  For purposes

of this Employment Agreement, a termination for good cause by Executive shall

be based upon the following action by the QTA: 

a failure, without good cause to continue Chairman of the Board of

Directors of QTA; or a failure to make any payment required hereunder.  Provided, however, Executive’s title, duties and responsibilities as Chairman of

the Board of Directors of QTA shall be deemed to be altered with good cause by

QTA if substantially all of its assets are sold to or combined with another

entity and Executive shall thereafter continue to have the same significant

duties and responsibilities with respect to QTA’s continuing business and with a like Agreement, for a term no less than

that of this Employment Agreement.  Upon

the occurrence of any happening which would authorize Executive to terminate

this Employment Agreement for good cause, Executive shall notify QTA in writing

within sixty (60) days following such occurrence or Executive shall be deemed to

have waived his right to terminate this Employment Agreement for such

occurrence.  Upon termination of this

Employment Agreement by Executive for material breach or good cause, Executive

shall be entitled to all remaining benefits provided for herein or the monetary

equivalent thereof.




 




12.                               Mitigation and Offset




 




12.0                        Executive

shall  be required to mitigate the

amount of any payment  provided for in

this Employment Agreement by seeking employment or otherwise, to offset the

amount of any payment provided for in this Employment Agreement by amounts

earned as a result of Executive’s employment or

self-employment during the period he is entitled to such payment.




 




13.                               Binding Agreement




 




13.0                        This Employment

Agreement shall be binding upon and inure to the benefit of Executive, and his

heirs, and of QTA, and its respective successor and assigns.  Executive may not, without the express

written permission of  QTA assign or

pledge any right or obligations hereunder to any person, entity, firm or

corporation.




 




14.                               Arbitration




 




14.0                        QTA and Executive

agree that any dispute or claim concerning this Employment Agreement, or the

terms and conditions of employment under this Employment Agreement, shall be

settled by arbitration.  The arbitration

proceedings will be conducted under the Commercial Arbitration Rules of the

American Arbitration Association in effect at the time a demand for arbitration

under the Rules is made.  The decision

of the arbitrators, including determination of the amount of any damages

suffered, will be exclusive, final and binding on /QTA and Executive, their

heirs, executors, administrators, successors and assigns.  Each party will bear that party’s own expenses in the arbitration proceedings for

arbitrators’ fees and attorney

fees, for that party’s witnesses, and

other expenses of presenting the case. 

Other arbitration costs, including administrative fees and fees for

records or transcripts, will be borne equally by /QTA and Executive.




 




7





























 




15.                               Amendment; Waiver




 




15.0                        This document

contains the entire agreement of the parties with respect to the employment of

Executive by QTA and supersedes any prior agreement.  No amendment or modification of this Employment Agreement shall

be valid unless evidenced by a dated written instrument executed by the parties

hereto.  No waiver by either party of

any breach by the other party of any provision or condition of this Employment

Agreement shall be deemed a waiver of any similar or dissimilar provision or

condition at the same or any prior or subsequent time.




 




16.                               Governing Law




 




16.0                        This Employment

Agreement shall be governed by and construed in accordance with the laws of

thee State of Kansas.




 




17.                               Notices




 




17.0                        All notices which

a party is required or may desire to give to the other party under or in

connection with this Employment Agreement shall be given in writing by

addressing the same to the other party as follows:




 




	

  If

  to Executive, to:


  
	

   


  	

  Gene

  Quarles


  
	

   


  	

   


  	

   


  
	

   


  	

   


  
	

  If

  to QTA, to:


  
	

   


  	

  Quarles

  Team Agency, Inc.


  
	

   


  	

  C/O


  
	

   


  





 




or

at such other place as may be designated in writing by like notice.  Any notice shall be deemed to have been

given within forty-eight (48) hours after being addressed as required herein

and deposited, first-class postage prepaid, in the United States mail.




 




IN WITNESS THEREOF, the parties have executed this Employment

Agreement this ______ day of ________________, 2002, effective as of the day

and year first above written.




 




8





























 




	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  Quarles Team Agency, Inc. (QTA)


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  
	

   


  
	

   


  
	

   


  	

       Robin

  Buerge, President


  
	

   


  
	

   


  	

  Gene Quarles


  
	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  Executive


  





 




9





























 




Schedule 8.4(b)




 





























 




Schedule 8.4 (b)




 




EMPLOYMENT

AGREEMENT




 




BETWEEN




 




QUARLES TEAM

AGENCY, INC.




a wholly owned

financial subsidiary of




TeamBank, N.A.




 




AND




 




CLINT QUARLES




 





























 




TABLE OF CONTENTS




 




	

  Section


  	

   


  
	

   


  	

   


  
	

  1.


  	

  Term of

  Agreement and Definitions


  
	

   


  	

   


  
	

  2.


  	

  Entire Agreement


  
	

   


  	

   


  
	

  3.


  	

  Validity


  
	

   


  	

   


  
	

  4.


  	

  Paragraphs and

  other headings


  
	

   


  	

   


  
	

  5.


  	

  Successors


  
	

   


  	

   


  
	

  6.


  	

  Conditions

  Precedent


  
	

   


  	

   


  
	

  7.


  	

  Duties


  
	

   


  	

   


  
	

  8.


  	

  Salary, Benefits,

  Additional Compensation


  
	

   


  	

   


  
	

  9.


  	

  Protection

  of Company’s Interests


  
	

   


  	

   


  
	

  10.


  	

  Termination by Company


  
	

   


  	

   


  
	

  11.


  	

  Termination

  by Executive


  
	

   


  	

   


  
	

  12.


  	

  Mitigation and

  Offset


  
	

   


  	

   


  
	

  13.


  	

  Binding

  Agreement


  
	

   


  	

   


  
	

  14.


  	

  Arbitration


  
	

   


  	

   


  
	

  15.


  	

  Amendment;

  Waiver


  
	

   


  	

   


  
	

  16.


  	

  Governing

  Law


  
	

   


  	

   


  
	

  17.


  	

  Notices


  
	

   


  	

   


  
	

  Signatures


  





 





























 




EMPLOYMENT AGREEMENT




BETWEEN




 




QUARLES TEAM AGENCY, INC.




a wholly owned financial subsidiary of




TeamBank, N.A.




 




AND




 




CLINT QUARLES




 




This Employment

Agreement is made this       day of December, 2002

between Quarles Team Agency, Inc., an Oklahoma corporation, (“QTA”) which is a

wholly owned financial subsidiary of TeamBank, N.A. (hereinafter “TBNA”)  and 

Clint Quarles (“Executive”).




 




A.                                   Executive was

serving as an insurance agent for Quarles Agency, Inc. prior to the merger of

Quarles Agency, Inc. with TBNA’s wholly owned

subsidiary TeamBank Financial Subsidiary, Inc. (“TBFS”) pursuant to a written Acquisition Agreement and

Plan of Merger dated the       day of December, 2002,

(“Merger

Agreement”).




 




B.                                     Executive has

rendered valuable services to Quarles Agency, Inc. and has acquired a

background in and knowledge of QTA’s continuing business and, if the Merger

Agreement closes; QTA, the surviving corporation of said Merger, desires to

continue the services of Executive as an insurance agent QTA subject to the

provisions of this Employment Agreement.




 




C.                                     If the Merger

Agreement closes, Executive desires to serve QTA as  an insurance agent.




 




In

consideration of the foregoing recitals and the agreements set forth herein and

subject to the terms and conditions of the Merger Agreement, QTA and Executive

agree as follows:




 




1.                                      Term of Agreement and Definitions:




 




1.0                               Term

of Agreement:  QTA shall employ Executive and

Executive accepts such Employment for a term 

beginning on the date the Merger Agreement Closes and ending on the 31st

day of December, 2004, subject to the terms and conditions set forth herein,

unless earlier termination of the agreement shall occur in accordance with the

subsequent provisions set forth herein.




 




1.1                               Automatic

Extension of Agreement Term: There shall be no automatic extension of the term

provided for in paragraph 1.0




 




1.2                               Definitions:  The following definitions shall be used in

the interpretation of this Employment Agreement.




 




1.2.1                     Employment

on an active full time basis means the Executive’s professional




 




1





























 




services shall be substantially devoted to

QTA.  Although prior approval by QTA of

Executive’s employment by third parties is not required, QTA  shall have the right to review any

employment of Executive by any entity and shall have the right to require

Executive to abandon any unsuitable employment as may be determined by  QTA or to abandon any activities competitive

with QTA..  The term “active full time

basis” includes the requirement that Executive refrain from any activities

which interfere with Executive’s duties.




 




1.2.2                     Year,

Month, Week and Day, unless otherwise provided in this Employment

Agreement, the word “year” shall be construed to mean a calendar year of 365

days, the word “month” shall be construed to mean a calendar month, the work

“week” shall be construed to mean a calendar week of 7 days, and the word “day”

shall be construed to mean a period of 24 hours running from midnight to

midnight.




 




1.2.3                     Annual

Base Salary is the sum of money regularly paid by QTA to Executive each year of the

term of this Employment Agreement pursuant to provisions of Section 8.0 of this

Employment Agreement.




 




1.2.4                     Customary

payroll practices are those policies and procedures routinely followed by QTA concerning

the time and method of payment of compensation to its employees as may from

time to time be adopted by QTA during course of this Employment Agreement.  It is anticipated that QTA will adopt the

policies and procedures currently used by TBNA 

on or about the date of closing of the Merger Agreement.




 




1.2.5                     Company

policies are those written policies adopted by QTA and customary practices

routinely followed by QTA which may from time to time be adopted by  during the course of this Employment

Agreement.  The parties acknowledge

QTA  may from time to time reasonably

enact new policies or alter existing policies.




 




1.2.6                     Organization as used herein

shall be broadly defined to include any business, civic or community group or

entity.




 




1.2.7                     Wilful

Misconduct is any act performed with a designed purpose or intent on the part of a

person to do wrong.




 




1.2.8                     Gross

misappropriation of funds shall be any misappropriation of company funds by

any means which is intentional and not of an inconsequential nature or amount.




 




2.                                      Entire Agreement




 




2.0                           With respect to

the matters specified herein, this Employment Agreement contains the entire

agreement between the parties with respect to the subject matter herein and

supersedes all prior oral and written agreements,  understandings and commitments between the parties.  This Employment Agreement shall not affect

the provisions of any other compensation, retirement or other benefit programs

of  to which Executive is a party or of

which Executive is a beneficiary.  The

parties acknowledge that QTA has established a routine agreement with agents

employed by QTA commonly referred to as the “producers agreement”.  QTA and Executive shall sign and date and




 




2





























 




incorporated

by reference herein the producers agreement applicable to Executive.




 




3.                                      Validity




 




3.0                               In the event that

any provision of this Employment Agreement is held to be invalid, void or unenforceable,

the same shall not affect, in any respect whatsoever, the validity of any other

provision of the agreement.




 




4.                                      Paragraphs and other headings




 




4.0                               Paragraphs and

other headings contained in this Employment Agreement are for reference

purposes only and shall not affect in any way the meaning or interpretation of

this Employment Agreement.




 




 




5.                                      Successors




 




5.0                               The rights and

duties of a party hereunder shall not be assignable by Executive in that his

services shall be deemed personal services. This Employment Agreement shall be

binding upon and inure to the benefit of any successor of QTA, and any such

successor shall be deemed substituted for QTA under the terms of this

Employment Agreement.  The term “successor” as used herein shall include any person, firm, corporation or other

business entity which at any time, by merger, purchase or otherwise, acquires

all or substantially all of the assets or business of QTA.




 




6.                                      Conditions Precedent




 




6.0                               QTA’s performance of any of the obligations of this

Employment Agreement shall be expressly conditioned upon the closing of the

Merger Agreement and upon all following conditions:




 




6.0.1                     Neither the Office

of the Comptroller of Currency nor any other state or federal regulatory

agencies shall object to Executive serving in the proposed capacities at QTA

and Executive’s employment shall

not result in additional supervisory review of QTA or its parent company, TBNA;

and




 




6.0.2                     The terms and

provisions of this Employment Agreement are accepted and ratified by the Board

of Directors of QTA immediately following the time the Merger Agreement is

approved; and




 




6.0.3                   Executive shall

agree to and execute a non-competition agreement in the form set forth in

Exhibit 1 attached hereto; and




 




6.0.4                     Executive shall at

the time of closing of the Merger Agreement be serving as an insurance agent

of  QTA.




 




3





























 




7.                                      Duties




 




7.0                               QTA employ

Executive upon an active full-time basis, as an insurance agent of QTA subject

to the order and direction of the President 

of QTA .




 




7.1                               During the term of

this Employment Agreement, Executive shall devote substantially all of his

time, attention, and best efforts to the business of QTA.  Executive shall perform such duties and

shall exercise such power and authority as delegated by the President of QTA

from time to time, provided that such duties are commensurate with the position

of an insurance agent.  Executive may

engage in other nonbusiness activities such as charitable, educational,

religious and similar types of activities so long as such activities do not

prevent the performance of Executive’s duties herein or conflict in any material way  with the business of QTA.  Notwithstanding the above, Executive shall

be permitted to serve as a Director or Trustee of other organizations, in

accordance with the policies of QTA.




 




7.2                               The duties of

Executive shall be defined using a written job definition, developed by the

President of QTA, who shall consult with Executive in the development of the

written job definition.  Executive and

said written job definition shall be subject to any systematic evaluation

system(s) that the QTA may from time to time employ.  The parties agree during the 

term of this Employment Agreement the written job definition may be amended

from time to time.




 




 7.3                            Executive’s duties shall be performed principally at QTA’s headquarters, presently located in Tulsa,

Oklahoma.




 




8.                                      Salary,

Benefits, Additional Compensation




 




8.0                               Annual

Base Salary.




 




8.0.1                     From the date of

closing of the Merger Agreement until December 31, 2002, the Executive shall be

compensated in accordanced with the agreements of the predecessor of QTA.  Commencing January 1, 2003, the Executive’s annual base salary during the remaining term of

this Employment Agreement shall include the sum of THIRTY THOUSAND DOLLARS

($30,000.00) per year payable according to the customary payroll practices of

QTA as for administrative duties and subject to all benefits provided by QTA at

that time and subject to all required withholding taxes.  Executive understands that he shall be

subject to the terms and conditions of participation any any and all benefits

which may change from time to time as provided below in paragraph 8.1.0.




 




8.0.2                     From the date of

closing of the Merger Agreement until December 31, 2002, Executive shall be

additionally compensated in accordance with the producers agreement in effect

at the time of closing.  Commencing

January 1, 2003, Executive shall be additionally compensated during the term of

this Employment Agreement in accordance with QTA’s business commission schedule 

as more particularly set forth in the “producers agreement” attached hereto

and incorporated by reference herein which sums shall be payable according to

the customary payroll practices of QTA and subject to all required withholding

taxes.  Executive shall be entitled to

participate in any benefit plan provided by QTA for which he is eligible.  Executive understands that he shall be

subject to the terms and conditions of participation in any such benefit plans

which may change from time to to time, as provided below in paragraph 8.1.0.




 




4





























 




8.1                               Benefits




 




8.1.0                     During the term of

this Employment Agreement, Executive shall 

receive all benefits generally made available to executives of QTA as

may from time to time be in effect, provided that nothing herein shall require

QTA  to establish or maintain such

plans.




 




8.2                               Executive

Expenses.




 




8.2.0                     From the date of

closing of the Merger Agreement until December 31, 2002  Executive’s business expenses shall be paid in accordance with the policies of QTA’s predecessor. 

Executive shall be expected to incur various business expenses

customarily incurred by persons holding like positions, including but not

limited to traveling, enteraintiment and similar expenses, all of which are to

be incurred by Executive for the benefit of QTA.  Commencing January 1, 2003, Executive shall be subject to QTA’s policies regarding the reinbursement and

non-reimbursement of said expense. 

Executive acknowledges that QTA policies do not necessarily provide for

the reimbursement of all expenses.




 




8.2.1                     Executive shall

account to QTA for any reimbursement or payment of such expenses in such a

manner as QTA practices may from time to time require.




 




8.3                               Tax

Liability.




 




Any

tax liability, which the benefits provided for by this Employment Agreement

create for Executive, shall be the sole responsibility of Executive.




 




8.4                               Non-Competition

Agreement Compensation.




 




8.4.0                     Executive shall

execute a non-competition agreement in the form attached hereto as Exhibit 1

and  and Executive shall be subject to

the terms and provisions contained therein.




 




9.                                      Protection of QTA’s

Interests




 




9.0                               During  the 

term of this Employment Agreement, Executive shall not directly or

indirectly engage in competition with, nor shall he own any interest in any

business which competes with any business of QTA.




 




9.1                               Except for actions

taken in the course of his employment hereunder, at no time, including after

any termination of this Employment Agreement, shall Executive divulge, furnish

or make accessible to any person or entity any information of a confidential or

proprietary nature obtained by him while in the employ of QTA.  Upon termination of his employment,

Executive shall return to  all such

information which exists in writing or other physical form and all copies

thereof in his possession or under his control.  Executive shall comply with the confidentiality policies of the

company and acknowledges that these confidentiality policies apply but are not

limited to (i) any and all trade secrets concerning QTA’s business, data,

know-how, customer lists, current and




 




5





























 




planned

marketing and sales methods and processes, current and anticipated customer

requirements, price lists, market studies, business plans, computer software

and programs, past, current and planned research and development, computer

software and database technologies, systems and structures, historical financial

statements, financial projections and budgets, historical and projected sales,

capital spending budgets and plans, the names and backgrounds of key personnel,

personnel training and techniques and materials; and (ii) any and all

other information, whether or not documented in any manner, relating to QTA’s

business that is a trade secret within the meaning of applicable trade secret

law which is owned by QTA and regularly used in the operation of QTA’s

business, but in connection with which the QTA takes precautions to prevent

dissemination to any person other than certain shareholders, directors,

officers and employees of QTA. 

Executive agrees that he shall not use or disclose any information

subject to the confidentiality policies of QTA, directly or indirectly, either

during the term of his employment under this Agreement or at any time

thereafter, in any way that may result in a detriment to QTA or QTA’s business.




 




9.2                               QTA, its

successors and assigns, shall, in addition to Executive’s services, be entitled to receive and own all of

the results and proceeds of said services (including, without limitation,

literary material and other intellectual property) produced or created during

the term of Executive’s employment

hereunder.  Executive will, at the request

of QTA , execute such assignments, certificates or other instruments as  may from time to time deem necessary or

desirable to evidence, establish, maintain, protect, enforce or defend its

right or title to any such material. 

Executive specifically agrees that he will not from and after

termination of his employment until the third anniversay of the date of such

termination of employment recruit, hire, induce, solicit, interfere with or

otherwise direct away from QTA any person who at the time or during the six

month period preceding termination was an employe or agent of QTA or any of its

predecessors, without the prior written consent of QTA.




 




10.                               Termination by QTA




 




10.0                         QTA shall have

the right to terminate this Employment Agreement upon the death of Executive.




 




10.1                        QTA shall have the

right to terminate this Employment Agreement upon material breach by Executive

or for good cause, which shall mean (a) willful misconduct in following the

legitimate directions of the Board of Directors of QTA; or (b) commission of a

significant act of dishonesty, deceit or breach of fiduciary duty in the

performance of Executive’s duties; or (c)

gross misappropriation of  QTA funds or

property; or (d) habitual drunkenness/drug addiction; or (e) excessive

absenteeism not related to illness, sick leave or vacations; provided, however,

Executive shall be entitled to notice of any acts which QTA considers to be

misconduct or good cause as described in this paragraph.  Such notice shall include the specifics of

the basis for possible termination and shall be communicated to Executive in

writing at least thirty (30) days prior to any such proposed termination by

QTA. Executive shall be entitled to request and shall be given a reasonable

period of time in which to show that he has corrected the specified

misconduct.  Upon the cure or remedy of

such misconduct,  QTA shall rescind its

notice of termination.  If there is any

dispute with respect to whether Executive has cured the misconduct, a decision

will be sought from a lawyer mutually agreed to by both  QTA and




 




6





























 




Executive.  If QTA and Executive can not agree on a

lawyer, each will pick a lawyer who will together pick a lawyer who shall

render a decision.




 




10.2                        If this Employment

Agreement is terminated by QTA for material breach or good cause, Executive

shall not be entitled to any benefits except those required by law.




 




11.                               Termination by Executive




 




11.0                        Executive shall be

entitled to terminate this Employment Agreement without cause upon ninety (90)

days written notice to QTA.  If

Executive shall so terminate this Employment Agreement, Executive forfeit all

benefits of this Employment Agreement except that he shall be entitled only to

those benefits provided under existing law. 

If Executive shall so terminate this Employment Agreement, QTA shall be

entitled to continue the non-competition agreement.




 




11.01                 Executive shall be

entitled to terminate this Employment Agreement upon material breach by  QTA or for good cause.  A material breach by QTA of the terms of

this Employment Agreement shall entitle Executive to terminate his services

under this Employment Agreement effective thirty (30) days from and after

receipt of such notice by QTA.  Such

notice shall include a specific description of such breach and QTA shall have

until the effective date of the notice to cure or remedy such breach.  Upon the cure or remedy of such breach,

Executive’s notice of

termination shall be deemed rescinded. 

For purposes of this Employment Agreement, a termination for good cause

by Executive shall be based upon the following action by the QTA:  a failure, without good cause to continue

Chairman of the Board of Directors of QTA; or a failure to make any payment

required hereunder.  Provided, however,

Executive’s title, duties

and responsibilities as Chairman of the Board of Directors of QTA shall be

deemed to be altered with good cause by QTA if substantially all of its assets

are sold to or combined with another entity and Executive shall thereafter

continue to have the same significant duties and responsibilities with respect

to QTA’s continuing

business and with a like Agreement, for a term no less than that of this

Employment Agreement.  Upon the

occurrence of any happening which would authorize Executive to terminate this

Employment Agreement for good cause, Executive shall notify QTA in writing

within sixty (60) days following such occurrence or Executive shall be deemed

to have waived his right to terminate this Employment Agreement for such

occurrence.  Upon termination of this

Employment Agreement by Executive for material breach or good cause, Executive

shall be entitled to all remaining benefits provided for herein or the monetary

equivalent thereof.




 




12.                               Mitigation and Offset




 




12.0                        Executive

shall  be required to mitigate the

amount of any payment  provided for in

this Employment Agreement by seeking employment or otherwise, to offset the

amount of any payment provided for in this Employment Agreement by amounts

earned as a result of Executive’s employment or

self-employment during the period he is entitled to such payment.




 




13.                               Binding

Agreement




 




13.0                        This Employment

Agreement shall be binding upon and inure to the benefit of




 




7





























 




Executive,

and his heirs, and of QTA, and its respective successor and assigns.  Executive may not, without the express

written permission of  QTA assign or

pledge any right or obligations hereunder to any person, entity, firm or

corporation.




 




14.                               Arbitration




 




14.0                        QTA and Executive

agree that any dispute or claim concerning this Employment Agreement, or the

terms and conditions of employment under this Employment Agreement, shall be

settled by arbitration.  The arbitration

proceedings will be conducted under the Commercial Arbitration Rules of the

American Arbitration Association in effect at the time a demand for arbitration

under the Rules is made.  The decision

of the arbitrators, including determination of the amount of any damages

suffered, will be exclusive, final and binding on /QTA and Executive, their

heirs, executors, administrators, successors and assigns.  Each party will bear that party’s own expenses in the arbitration proceedings for

arbitrators’ fees and attorney

fees, for that party’s witnesses, and other

expenses of presenting the case.  Other

arbitration costs, including administrative fees and fees for records or

transcripts, will be borne equally by /QTA and Executive.




 




15.                               Amendment;

Waiver




 




15.0                        This document

contains the entire agreement of the parties with respect to the employment of

Executive by QTA and supersedes any prior agreement.  No amendment or modification of this Employment Agreement shall

be valid unless evidenced by a dated written instrument executed by the parties

hereto.  No waiver by either party of

any breach by the other party of any provision or condition of this Employment

Agreement shall be deemed a waiver of any similar or dissimilar provision or

condition at the same or any prior or subsequent time.




 




16.                               Governing Law




 




16.0                        This Employment

Agreement shall be governed by and construed in accordance with the laws of

thee State of Kansas.




 




17.                               Notices




 




17.0                        All notices which

a party is required or may desire to give to the other party under or in

connection with this Employment Agreement shall be given in writing by

addressing the same to the other party as follows:




 




8





























 




	

   


  
	

   


  
	

   


  	

  If

  to Executive, to:


  
	

   


  	

   


  	

  Clint

  Quarles


  
	

   


  	

   


  	

   


  	

   


  
	

   


  
	

   


  
	

   


  	

  If

  to QTA, to:


  
	

   


  	

   


  	

  Quarles

  Team Agency, Inc.


  
	

   


  	

   


  	

  C/O


  
	

   


  





 




or

at such other place as may be designated in writing by like notice.  Any notice shall be deemed to have been

given within forty-eight (48) hours after being addressed as required herein

and deposited, first-class postage prepaid, in the United States mail.




 




IN WITNESS THEREOF, the parties have executed this Employment

Agreement this       day of

                 ,

2002, effective as of the day and year first above written.




	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  Quarles Team Agency, Inc. (QTA)


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  
	

   


  	

   


  	

  Robin

  Buerge, President


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  Clint Quarles


  
	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  Executive


  
				





 




9





























 




Schedule 8.4(c)





























 




Schedule 8.4(c)




 




EMPLOYMENT AGREEMENT




 




BETWEEN




 




QUARLES TEAM AGENCY, INC.




a wholly owned financial

subsidiary of




TeamBank, N.A.




 




AND




 




ROBIN BUERGE




 




 





























 




TABLE OF CONTENTS




 




	

  Section


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

  1.


  	

   


  	

  Term of Agreement

  and Definitions


  
	

   


  	

   


  	

   


  
	

  2.


  	

   


  	

  Entire

  Agreement


  
	

   


  	

   


  	

   


  
	

  3.


  	

   


  	

  Validity


  
	

   


  	

   


  	

   


  
	

  4.


  	

   


  	

  Paragraphs and other

  headings


  
	

   


  	

   


  	

   


  
	

  5.


  	

   


  	

  Successors


  
	

   


  	

   


  	

   


  
	

  6.


  	

   


  	

  Conditions

  Precedent


  
	

   


  	

   


  	

   


  
	

  7.


  	

   


  	

  Duties


  
	

   


  	

   


  	

   


  
	

  8.


  	

   


  	

  Salary, Benefits, Additional

  Compensation


  
	

   


  	

   


  	

   


  
	

  9.


  	

   


  	

  Protection of Company’s Interests


  
	

   


  	

   


  	

   


  
	

  10.


  	

   


  	

  Termination

  by Company


  
	

   


  	

   


  	

   


  
	

  11.


  	

   


  	

  Termination

  by Executive


  
	

   


  	

   


  	

   


  
	

  12.


  	

   


  	

  Mitigation

  and Offset


  
	

   


  	

   


  	

   


  
	

  13.


  	

   


  	

  Tax

  “Gross-Up” Provision


  
	

   


  	

   


  	

   


  
	

  14.


  	

   


  	

  Binding

  Agreement


  
	

   


  	

   


  	

   


  
	

  15.


  	

   


  	

  Arbitration


  
	

   


  	

   


  	

   


  
	

  16.


  	

   


  	

  Amendment;

  Waiver


  
	

   


  	

   


  	

   


  
	

  17.


  	

   


  	

  Governing Law


  
	

   


  	

   


  	

   


  
	

  18.


  	

   


  	

  Notices


  
	

   


  	

   


  	

   


  
	

  Signatures


  





 





























 




EMPLOYMENT AGREEMENT




BETWEEN




 




QUARLES TEAM AGENCY, INC.




a wholly owned financial subsidiary of




TeamBank, N.A.




 




AND




 




ROBIN BUERGE




 




 




This Employment

Agreement is made this

           day of December,

2002 between Quarles Team Agency, Inc., an Oklahoma corporation, (“QTA”) which is a wholly owned financial

subsidiary of TeamBank, N.A. (hereinafter “TBNA”)

and Robin Buerge (“Executive”).




 




A.                                   Executive was

serving as president of Quarles Agency, Inc. prior to the merger of Quarles

Agency, Inc. with TBNA’s wholly owned

subsidiary TeamBank Financial Subsidiary, Inc. (“TBFS”) pursuant to a written Acquisition Agreement and Plan of

Merger dated the           

day of December, 2002, (“Merger Agreement”).




 




B.                                     Executive has

rendered valuable services to Quarles Agency, Inc. and has acquired a

background in and knowledge of QTA’s continuing

business and, if the Merger Agreement closes; QTA, the surviving corporation of

said Merger, desires to continue the services of Executive as President of QTA

subject to the provisions of this Employment Agreement.




 




C.                                     If the Merger

Agreement closes, Executive desires to serve QTA as President.




 




In

consideration of the foregoing recitals and the agreements set forth herein and

subject to the terms and conditions of the Merger Agreement, QTA and Executive

agree as follows:




 




1.                                      Term of Agreement and Definitions:




 




1.0                               Term

of Agreement:  QTA shall employ Executive and

Executive accepts such Employment for a term beginning on the date the Merger

Agreement Closes and ending on the 31st day of December, 2004, subject to the

terms and conditions set forth herein, unless earlier termination of the

agreement shall occur in accordance with the subsequent provisions set forth

herein.




 




1.1                               Automatic

Extension of Agreement Term: There shall be no automatic extension of the term

provided for in paragraph 1.0




 




1.2                               Definitions:  The following definitions shall be used in

the interpretation of this Employment Agreement.




 




1.2.1                     Employment

on an active full time basis means the Executive’s professional services shall be substantially devoted to QTA.  Although prior approval by QTA of Executive’s employment by third parties is not required, QTA

shall have the right to review any employment




 




1





























 




of

Executive by any entity and shall have the right to require Executive to

abandon any unsuitable employment as may be determined by QTA or to abandon any

activities competitive with QTA..  The

term “active full time basis” includes the requirement that Executive refrain

from any activities which interfere with Executive’s duties. 

As applied to this Agreement, the parties hereby agree and acknowledge

that Executive will continue in his current positions with Grand Lake

Bancshares, Inc., an Oklahoma corporation, and of Buerge Bancshares, Inc., a

Missouri corporation.




 




1.2.2                     Year,

Month, Week and Day, unless otherwise provided in this Employment

Agreement, the word “year” shall be construed to mean a calendar year of 365

days, the word “month” shall be construed to mean a calendar month, the work “week”

shall be construed to mean a calendar week of 7 days, and the word “day” shall

be construed to mean a period of 24 hours running from midnight to midnight.




 




1.2.3                     Annual

Base Salary is the sum of money regularly paid by QTA to Executive each full

calendar year of the term of this Employment Agreement pursuant to provisions

of Section 8.0 of this Employment Agreement.




 




1.2.4                     Customary

payroll practices are those policies and procedures routinely followed by QTA concerning

the time and method of payment of compensation to its employees as may from

time to time be adopted by QTA during course of this Employment Agreement.  It is anticipated that QTA will adopt the

policies and procedures currently used by TBNA on or about the date of closing

of the Merger Agreement.




 




1.2.5                     Company

policies are those written policies adopted by QTA customary practices routinely followed by

which may from time to time be adopted by during the course of this Employment

Agreement.  The parties acknowledge QTA

may from time to time reasonably enact new policies or alter existing policies.




 




1.2.6                     Organization as used herein

shall be broadly defined to include any business, civic or community group or entity.




 




1.2.7                     Wilful

Misconduct is any act performed with a designed purpose or intent on the part of a person to do

wrong.




 




1.2.8                     Gross

misappropriation of funds shall be any misappropriation of company funds by

any means which is intentional and not of an inconsequential nature or amount.




 




2.                                      Entire Agreement




 




2.0                           With respect to

the matters specified herein, this Employment Agreement contains the entire

agreement between the parties with respect to the subject matter herein and

supersedes all prior oral and written agreements, understandings and

commitments between the parties.  This

Employment Agreement shall not affect the provisions of any other compensation,

retirement or other benefit programs of to which Executive is a party or of

which Executive is a beneficiary.  The

parties acknowledge that QTA has established a routine agreement with agents

employed by QTA commonly referred to as the “producers agreement”.  QTA and Executive shall sign and date and

incorporated by reference herein the producers agreement applicable to

Executive.




 




3.                                      Validity




 




3.0                               In the event that

any provision of this Employment Agreement is held to be invalid, void or

unenforceable, the same shall not affect, in any respect whatsoever, the

validity of any other




 




2





























 




provision

of the agreement.




 




4.                                      Paragraphs and other headings




 




4.0                               Paragraphs and

other headings contained in this Employment Agreement are for reference

purposes only and shall not affect in any way the meaning or interpretation of

this Employment Agreement.




 




5.                                      Successors




 




5.0                               The rights and

duties of a party hereunder shall not be assignable by Executive in that his

services shall be deemed personal services. This Employment Agreement shall be

binding upon and inure to the benefit of any successor of QTA, and any such

successor shall be deemed substituted for QTA under the terms of this

Employment Agreement.  The term

“successor” as used herein shall include any person, firm, corporation or other

business entity which at any time, by merger, purchase or otherwise, acquires

all or substantially all of the assets or business of QTA.




 




6.                                      Conditions Precedent




 




6.0                               QTA’s performance of any of the obligations of this

Employment Agreement shall be expressly conditioned upon the closing of the

Merger Agreement and upon all following conditions:




 




6.0.1                     Neither the Office

of the Comptroller of Currency nor any other state or federal regulatory

agencies shall object to Executive serving in the proposed capacities at QTA

and Executive’s employment shall

not result in additional supervisory review of QTA or its parent company, TBNA;

and




 




6.0.2                     The terms and

provisions of this Employment Agreement are accepted and ratified by the Board

of Directors of QTA immediately following the time the Merger Agreement is

approved; and




 




6.0.3                   Executive shall

agree to and execute a non-competition agreement in the form set forth in

Exhibit 1 attached hereto; and




 




6.0.4                     Executive shall at

the time of closing of the Merger Agreement be serving as the President of QTA.




 




7.                                      Duties




 




7.0                               QTA employ

Executive upon an active full-time basis, as President of Directors of QTA

subject to the order and direction of the Board of Directors of QTA.




 




7.1                               During the term of

this Employment Agreement, Executive shall devote substantially all of his

time, attention, and best efforts to the business of QTA.  Executive shall perform such duties and

shall exercise such power and authority as delegated by the Board of Directors

of QTA from time to time, provided that such duties are commensurate with the

positions of Chairman of Board of Director of an insurance agency.  Executive may engage in other nonbusiness

activities such as charitable, educational, religious and similar types of

activities so long as such activities do not prevent the performance of

Executive’s duties herein or

conflict in any material way with the business of QTA.  Notwithstanding the above, Executive shall

be permitted to serve as a Director or Trustee of other organizations, in

accordance with the policies of QTA.




 




3





























 




7.2                               The duties of

Executive shall be defined using a written job definition, developed by the

Board of Directors of QTA, which shall consult with Executive in the

development of the written job definition. 

Executive and said written job definition shall be subject to any

systematic evaluation system(s) that the QTA may from time to time employ.  The parties agree during the term of this

Employment Agreement the written job definition may be amended from time to

time.




 




7.3                               Executive’s duties shall be performed principally at QTA’s headquarters, presently located in Tulsa,

Oklahoma.




 




8.                                      Salary, Benefits, Additional

Compensation




 




8.0                               Annual

Base Salary.




 




8.0.1                     From the date of

closing of the Merger Agreement until December 31, 2002, the Executive shall be

compensated in accordanced with the agreements of the predecessor of QTA.  Commencing January 1, 2003, the Executive’s annual base salary during the remaining term of

this Employment Agreement shall be TWO HUNDRED THOUSAND DOLLARS ($200,000.00)

per year payable according to the customary payroll practices of QTA and

subject to all benefits provided by QTA at that time and subject to all

required withholding taxes.  Executive

understands that he shall be subject to the terms and conditions of

participation any any and all benefits which may change from time to time as

provided below in paragraph 8.1.0.




 




8.0.2                     From the date of

closing of the Merger Agreement until December 31, 2002, Executive shall be

additionally compensated in accordance with the producers agreement in effect

at the time of closing.  Commencing

January 1, 2003, Executive shall be additionally compensated during the term of

this Employment Agreement in accordance with QTA’s business commission schedule as more particularly set forth in the

“producers agreement” attached hereto and incorporated by reference herein

which sums shall be payable according to the customary payroll practices of QTA

and subject to all required withholding taxes. 

Executive shall be entitled to participate in any benefit plan provided

by QTA for which he is eligible. 

Executive understands that he shall be subject to the terms and

conditions of participation in any such benefit plans which may change from time

to to time, as provided below in paragraph 8.1.0.




 




8.1                               Benefits




 




8.1.0                     During the term of

this Employment Agreement, Executive shall receive all benefits generally made

available to executives of QTA as may from time to time be in effect, provided

that nothing herein shall require QTA to establish or maintain such plans.




 




8.2                               Executive

Expenses.




 




8.2.0                     From the date of

closing of the Merger Agreement until December 31, 2002 Executive’s business expenses shall be paid in accordance

with the policies of QTA’s

predecessor.  During the term of this

Agreement, Executive shall be expected to incur various business expenses

customarily incurred by persons holding like positions, including but not

limited to traveling, enteraintiment and similar expenses, all of which are to

be incurred by Executive for the benefit of QTA.  Commencing January 1, 2003, Executive shall be subject to QTA’s policies regarding the reinbursement and

non-reimbursement of said expense. 

Executive acknowledges that QTA policies do not necessarily provide for

the reimbursement of all expenses.




 




8.2.1                     Executive shall

account to QTA for any reimbursement or payment of such expenses in such a

manner as QTA practices may from time to time require.




 




4





























 




8.3                               Tax

Liability.




 




Any

tax liability, which the benefits provided for by this Employment Agreement

create for Executive, shall be the sole responsibility of Executive.




 




8.4                               Non-Competition

Agreement Compensation.




 




8.4.0                     Executive shall

execute a non-competition agreement in the form attached hereto as Exhibit 1

and and Executive shall be subject to the terms and provisions contained

therein.




 




9.                                      Protection of QTA’s

Interests




 




9.0                               During the term of

this Employment Agreement, Executive shall not directly or indirectly engage in

competition with, nor shall he own any interest in any business which competes

with, any business of QTA.




 




9.1                               Except for actions

taken in the course of his employment hereunder, at no time, including after

any termination of this Employment Agreement, shall Executive divulge, furnish

or make accessible to any person or entity any information of a confidential or

proprietary nature obtained by him while in the employ of QTA.  Upon termination of his employment,

Executive shall return to all such information which exists in writing or other

physical form and all copies thereof in his possession or under his

control.  Executive shall comply with

the confidentiality policies of the company and acknowledges that these

confidentiality policies apply but are not limited to (i) any and all trade

secrets concerning QTA’s business, data, know-how, customer lists, current and

planned marketing and sales methods and processes, current and anticipated

customer requirements, price lists, market studies, business plans, computer

software and programs, past, current and planned research and development,

computer software and database technologies, systems and structures, historical

financial statements, financial projections and budgets, historical and

projected sales, capital spending budgets and plans, the names and backgrounds

of key personnel, personnel training and techniques and materials; and

(ii) any and all other information, whether or not documented in any

manner, relating to QTA’s business that is a trade secret within the meaning of

applicable trade secret law which is owned by QTA and regularly used in the

operation of QTA’s business, but in connection with which the QTA takes

precautions to prevent dissemination to any person other than certain

shareholders, directors, officers and employees of QTA.  Executive agrees that he shall not use or

disclose any information subject to the confidentiality policies of QTA,

directly or indirectly, either during the term of his employment under this

Agreement or at any time thereafter, in any way that may result in a detriment

to QTA or QTA’s business.




 




9.2                               QTA, its

successors and assigns, shall, in addition to Executive’s services, be entitled to receive and own all of

the results and proceeds of said services (including, without limitation,

literary material and other intellectual property) produced or created during

the term of Executive’s employment

hereunder.  Executive will, at the

request of QTA, execute such assignments, certificates or other instruments as

may from time to time deem necessary or desirable to evidence, establish,

maintain, protect, enforce or defend its right or title to any such

material.  Executive specifically agrees

that he will not from and after termination of his employment until the third

anniversay of the date of such termination of employment recruit, hire, induce,

solicit, interfere with or otherwise direct away from QTA any person who at the

time or during the six month period preceding termination was an employee or

agent of QTA or any of its predecessors, without the prior written consent of

QTA.




 




9.3                               Nothing in this

Agreement is intended to prohibit Burege from continuing to serve in his 




 




5





























 




current

capacities with Grand Lake Bancorp, Inc. Grand Lake Bank.and/or Buerge

Bancshares, Inc. and their respective current operations.




 




10.                               Termination by QTA




 




10.0                         QTA shall have

the right to terminate this Employment Agreement upon the death of Executive.




 




10.1                        QTA shall have the

right to terminate this Employment Agreement upon material breach by Executive

or for good cause, which shall mean (a) willful misconduct in following the

legitimate directions of the Board of Directors of QTA; or (b) commission of a

significant act of dishonesty, deceit or breach of fiduciary duty in the

performance of Executive’s duties; or (c)

gross misappropriation of QTA funds or property; or (d) habitual

drunkenness/drug addiction; or (e) excessive absenteeism not related to

illness, sick leave or vacations; provided, however, Executive shall be

entitled to notice of any acts which QTA considers to be misconduct or good

cause as described in this paragraph. 

Such notice shall include the specifics of the basis for possible

termination and shall be communicated to Executive in writing at least thirty

(30) days prior to any such proposed termination by QTA.  Executive shall be entitled to request and

shall be given a reasonable period of time in which to show that he has

corrected the specified misconduct. 

Upon the cure or remedy of such misconduct, QTA shall rescind its notice

of termination.  If there is any dispute

with respect to whether Executive has cured the misconduct, a decision will be

sought from a lawyer mutually agreed to by both QTA and Executive.  If QTA and Executive can not agree on a

lawyer, each will pick a lawyer who will together pick a lawyer who shall

render a decision.




 




10.2                        If this Employment

Agreement is terminated by QTA for material breach or good cause, Executive

shall not be entitled to any benefits or compensation except those required by

law.




 




10.3                        QTA may, at its

sole discrection, purchase additional life insurance to cover all or part of

its obligations contatined in this employement Agreement and Executive agrees to

take a physical examination to facilitate the placement of such insurance.




 




11.                               Termination

by Executive




 




11.0                        Executive shall be

entitled to terminate this Employment Agreement without cause upon ninety (90)

days written notice to QTA.  If

Executive shall so terminate this Employment Agreement, Executive forfeit all

benefits of this Employment Agreement except that he shall be entitled only to

those benefits provided under existing law. 

If Executive shall so terminate this Employment Agreement, QTA shall be

entitled to continue the non-competition agreement.




 




11.01                 Executive shall be

entitled to terminate this Employment Agreement upon material breach by QTA or

for good cause.  A material breach by

QTA of the terms of this Employment Agreement shall entitle Executive to

terminate his services under this Employment Agreement effective thirty (30)

days from and after receipt of such notice by QTA.  Such notice shall include a specific description of such breach

and QTA shall have until the effective date of the notice to cure or remedy

such breach.  Upon the cure or remedy of

such breach, Executive’s notice of

termination shall be deemed rescinded. 

For purposes of this Employment Agreement, a termination for good cause

by Executive shall be based upon the following action by the QTA: a failure,

without good cause to continue Chairman of the Board of Directors of QTA; or a

failure to make any payment required hereunder.  Provided, however, Executive’s title, duties and responsibilities as Chairman of the Board of

Directors of QTA shall be deemed to be altered with good cause by QTA if

substantially all of its assets are sold to or combined with another entity and




 




6





























 




Executive

shall thereafter continue to have the same significant duties and

responsibilities with respect to QTA’s continuing business and with a like Agreement, for a term no less than

that of this Employment Agreement.  Upon

the occurrence of any happening which would authorize Executive to terminate

this Employment Agreement for good cause, Executive shall notify QTA in writing

within sixty (60) days following such occurrence or Executive shall be deemed

to have waived his right to terminate this Employment Agreement for such

occurrence.  Upon termination of this

Employment Agreement by Executive for material breach or good cause, Executive

shall be entitled to all remaining benefits provided for herein or the monetary

equivalent thereof.




 




12.                               Mitigation

and Offset




 




12.0                        Executive shall be

required to mitigate the amount of any payment provided for in this Employment

Agreement by seeking employment or otherwise, to offset the amount of any

payment provided for in this Employment Agreement by amounts earned as a result

of Executive’s employment or self-employment

during the period he is entitled to such payment.




 




13.                               Binding

Agreement




 




13.0                        This Employment

Agreement shall be binding upon and inure to the benefit of Executive, and his

heirs, and of QTA, and its respective successor and assigns.  Executive may not, without the express

written permission of QTA assign or pledge any right or obligations hereunder

to any person, entity, firm or corporation.




 




14.                               Arbitration




 




14.0                        QTA and Executive

agree that any dispute or claim concerning this Employment Agreement, or the

terms and conditions of employment under this Employment Agreement, shall be

settled by arbitration.  The arbitration

proceedings will be conducted under the Commercial Arbitration Rules of the

American Arbitration Association in effect at the time a demand for arbitration

under the Rules is made.  The decision

of the arbitrators, including determination of the amount of any damages

suffered, will be exclusive, final and binding on /QTA and Executive, their

heirs, executors, administrators, successors and assigns.  Each party will bear that party’s own expenses in the arbitration proceedings for

arbitrators’ fees and attorney

fees, for that party’s witnesses, and

other expenses of presenting the case. 

Other arbitration costs, including administrative fees and fees for

records or transcripts, will be borne equally by /QTA and Executive.




 




15.                               Amendment; Waiver




 




15.0                        This document

contains the entire agreement of the parties with respect to the employment of

Executive by QTA and supersedes any prior agreement.  No amendment or modification of this Employment Agreement shall

be valid unless evidenced by a dated written instrument executed by the parties

hereto.  No waiver by either party of

any breach by the other party of any provision or condition of this Employment

Agreement shall be deemed a waiver of any similar or dissimilar provision or

condition at the same or any prior or subsequent time.




 




16.                               Governing Law




 




16.0                        This Employment

Agreement shall be governed by and construed in accordance with the laws of

thee State of Kansas.




 




17.                               Notices




 




17.0                        All notices which

a party is required or may desire to give to the other party under or in

connection with this Employment Agreement shall be given in writing by

addressing the same to 




 




7





























 




the

other party as follows:




 




	

   


  	

  If

  to Executive, to:


  
	

   


  	

   


  	

  Robin

  Buerge


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  If

  to QTA, to:


  
	

   


  	

   


  	

  Quarles

  Team Agency, Inc.


  	

   


  
	

   


  	

   


  	

  C/O


  	

   


  	

   


  
							





 




or

at such other place as may be designated in writing by like notice.  Any notice shall be deemed to have been

given within forty-eight (48) hours after being addressed as required herein

and deposited, first-class postage prepaid, in the United States mail.




 




IN WITNESS THEREOF, the parties have executed this Employment

Agreement this

             day of

                             ,

2002, effective as of the day and year first above written.




 




 




 




	

   


  	

  Quarles Team Agency, Inc. (QTA)


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  
	

   


  	

   


  	

  C.

  Gene Quarles, Chairman


  
	

   


  	

   


  	

   


  
	

   


  	

  Robin Buerge


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  Executive


  
					





 




8





























 




Schedule 8.5(a)




 




 





























 




NON COMPETITION

AGREEMENT




 




On this         day of

              ,

2002, Quarles Team Agency, Inc., an Oklahoma corporation, hereinafter referred

to as “QTA” and C. Gene Quarles, an individual residing at

                                                               , 

              ,

Oklahoma, hereinafter referred to as “Quarles” and/or employee enter into this

contract.




 




WHEREAS, TeamBank, N.A., hereinafter referred to as

“TBNA” has entered into a certain Acquisition Agreement and Plan of Merger

dated the            day

of December 2002, hereinafter referred to as “Merger Agreement” to merge

Quarles Agency, Inc. (“QA”) into a wholly owned subsidiary of TBNA with the

surviving entity to be a financial subsidiary of TBNA known as Quarles Team

Agency, Inc., hereinafter referred to as SURVIVING Corporation or “QTA”; and




 




WHEREAS, TFIN is the parent company of TBNA and,

thus, has a substantial business interests which merit reasonable protection

from TBNA employees and employees of TBNA subsidiaries, and




 




WHEREAS, Quarles is a significant stockholder of QA,

and as a result of his previous position with QA is possessed of and has been

primarily responsible for the development of the trade secrets, processes, formulations

and proprietary know how comprising the core of the intellectual property of QA

essential to the goodwill and continued viability of QTA as a going concern and

an essential component of the value to TBNA of the transaction contemplated by

the Merger Agreement; and




 




WHEREAS, compliance with the covenants not to

compete and other provisions of this Agreement by Quarles following

consummation of Merger Agreement is an essential




 




1





























 




condition

precedent to consummation by TeamBank, N.A. of the transaction contemplated by

the Merger Agreement; and




 




WHEREAS, the preservation of the integrity of the

business of QTA and its value as a going concern free from any interference or

undue advantage derived by Quarles as a result of Quarles’s previous position

with QA is an essential condition precedent to the consummation by TBNA of the

transaction contemplated by the Merger Agreement, and the purpose of this

Agreement is to provide for appropriate restrictions on the conduct of Quarles

for the purpose of preserving such value for which TBNA has bargained and for

which it will pay pursuant to the Merger Agreement; and




 




WHEREAS, as a material inducement to TBNA to

execute and deliver the Merger Agreement, and in consideration of the

execution, delivery and performance of the Merger Agreement by TBNA, Quarles

has agreed to execute and deliver this Agreement and has agreed to the

restrictive covenants contained herein, all pursuant to the terms and

conditions of this Non-Compete Agreement; and




 




WHEREAS, the parties wish to stipulate to certain

material facts regarding the enforceability of this contract pursuant to the

parties choice of law; to wit: the laws of the state of Kansas;




 




NOW THEREFORE IT IS

AGREED:




 




1.                                       Upon the effective time of the Merger

Agreement, Quarles shall serve as Chairman of the Board of Directors of QTA,

the Surviving Corporation of the Merger Agreement, which will, following the

closing of the Merger Agreement, be a wholly owned financial subsidiary of

TBNA.  In addition, Quarles shall assist

TFIN in the




 




2





























 




development

of TFIN’s

insurance business plan to be initiated through TFIN’s various wholly owned subsidiaries.




 




2.                                       After the effective date of closing of the

Merger Agreement, and during the period defined in paragraph 3 below, if

Quarles’s employment with QTA, the Surviving Corporation, ceases for any

reason; Quarles shall not directly or indirectly, either personally or as an

employee, associate, partner, manager, agent, director, or otherwise or by

means of any corporate or other device engage in the insurance agency business

or any similar business within any of the following counties: (insert here

the names of the contiguous counties of Tulsa and a general approximation of

the miles in radius) of Tulsa, Oklahoma for the period of time specified in

paragraph 3 below.  Nor shall Quarles,

for such term specified in paragraph 3 below and in such locales set forth

above, solicit business, directly or indirectly, from any customers of QA, QTA,

TFIN or any subsidiary of TFIN, including but not limited to TBNA, or from any

customers of any successors or assigns of such entities, for such insurance

services as are offered by QTA, TFIN or any subsidiary of TFIN or their

successors or assigns.




 




3.                                       The non competition obligation of Quarles

shall exist for a total period of five years from and after the effective date

of the Merger Agreement.  However,

within said five year period, the non competition obligation of Quarles imposed

by this contract shall become operational and effective at the time of actual

termination of his employment by TFIN or one of its wholly owned subsidiaries

and shall continue thereafter until the expiration of the total period of five

years specified above at which




 




3





























 




time

the obligations of all parties to this contract shall be terminated and held

for naught.  Although the Employment

Agreement provides for termination of employment by either Quarles or QTA, the

duty of Quarles not to compete and the obligation of TFIN to make payments

provided herein as described in this Agreement shall survive any termination of

his employment with QTA, TFIN or any of its wholly owned subsidiaries or their

successors or assigns and shall be binding on the parties.




 




4.                                       As consideration for this Agreement, QTA

agrees to pay Quarles the sum of FIFTY THREE THOUSAND TWO HUNDRED FIFTY and

00/100 ($53,250.00) on the effective date of this Agreement.




 




5.                                       Quarles consents to the disclosure, as

determined to be reasonably necessary by the attorneys for QTA, of the terms of

this contract to any party to the Merger Agreement; the stockholders, officers

and directors of Quarles Agency, Inc., and/or any state or federal regulatory

agency responsible for the review of any matter in connection with the approval

of the Merger Agreement.




 




6.                                       In the event any provision of this Agreement

shall be found unenforceable by a court of competent jurisdiction, the parties

agree all other provisions shall remain in full force and effect.  This Agreement may be terminated only by a

duly authorized, written agreement signed and dated by both parties.




 




7.                                       Any differences, claims or matters in

dispute arising between the parties to this agreement, including permitted

assigns, shall be submitted by them to arbitration by the American Arbitration

Association or its successor and the determination of the American Arbitration

Association or its successor shall be final and absolute.  The arbitrator and the arbitration

proceedings shall be governed by the duly




 




4





























 




promulgated

rules and regulations of the American Arbitration Association or its successor

in force at the time the arbitration request is made and the pertinent

provisions of the law of the State of Kansas relating to arbitration.  The decision of the arbitrator may be

entered as a judgment in any court of the State of Kansas or the Federal District

Court of the State of Kansas.




 




8.                                       This contract shall be binding on and shall

inure to the benefit of any successor or successors of QTA.




 




9.                                       This contract shall be governed by,

construed and enforced in accordance with the laws of the State of Kansas.  Quarles specifically waives any objection to

the application of the laws of the State of Kansas and consents to the

jurisdiction of the District Court of Miami County, Kansas or the Federal

District Court of the State of Kansas. 

Quarles acknowledges that he has reviewed his rights and remedies under

the laws of the state of Oklahoma and that by virtue of his consent to the

jurisdiction of the state of Kansas that he may have significantly altered or

reduced his legal rights and remedies.




 




10.                                 With respect to the subject matter contained

herein, this Agreement shall constitute the entire contract between the parties

and any prior understanding or representation of any kind preceding the date of

this contract shall not be binding upon either party except to the extent

incorporated in this contract and except to the extent this contract has been

incorporated in to the Employment Agreement. 

The parties agree that the obligations created by this contract shall be

subject to any necessary federal or state regulatory approvals and shall be

amended as may be required to




 




5





























 




comply

with federal and state regulations.




 




11.                                 Any modification of this contract or

additional obligation assumed by either party in connection with this contract

shall be binding only if evidenced in writing signed by each party or an

authorized representative of each party.




 




12.                                 The failure of either party to this contract

to insist upon the performance of any of the terms and conditions of this

contract, or the waiver of any breach of any of the terms and conditions of

this contract, shall not be construed as thereafter waiving any such terms and

conditions, but the same shall continue and remain in full force and effect as

if no such forbearance or waiver had occurred.




 




13.                                 The parties agree to the following facts

which they stipulate shall constitute conclusive evidence regarding the

enforceability of this Agreement under the laws of the states of Kansas and/or

Oklahoma:




 




a.                                       This agreement is not adverse to the public

interest in that the limitation imposed here will not hinder open competition

in insurance services available to the public.




 




b.                                      This agreement is not adverse to the public

interest in that none of the provisions discourage the development of

innovation, technology or financial resources available to the public.




 




c.                                       This agreement is reasonable in its efforts

to protect the QTA’s interest in developing its highly personal services

marketing concept and improving efficiency in the delivery of personal

insurance services through specialized marketing strategies and customer

programs.  Confining the scope of this

non-competition to exiting customers with whom Quarles actually had contact

would




 




6





























 




not protect QTA’s interest because business, commercial and consumer prospects who are

not yet customers comprise a large portion of ultimate target of the

specialized marketing strategies. 

Considering the high level executive status of Quarles who is far less

involved in delivering direct services to QTA’s customer and much more involved in the long range planning and

development of the marketing strategies, the scope of this agreement is

reasonable and not too broad.




 




d.                                      This agreement is not oppressive to Quarles

in that he has skills which are easily marketed in the insurance industry

outside the geographic locales subject to this agreement and the Quarles has

been highly compensated for agreeing not to compete with QTA in the specified

area for a reasonable period of time.




 




e.                                       Quarles has had ample time and opportunity

to consult with his attorney regarding the stipulations made herein, the legal

significance of such stipulations as well as the legal significance of his

agreement to apply the laws of the state of Kansas instead of Oklahoma.  Quarles has voluntarily made all of the

stipulations contained herein.




 




14.                                 The parties acknowledge by their signatures

below that the facts stipulated to in paragraph 13 above are true and correct

based upon their independent evaluation and knowledge.




 




7





























 




	

   


  	

  Quarles Team Agency, Inc.


  
	

   


  	

   


  
	

   


  	

   


  
	

  Date:


  	

   


  	

   


  	

   


  	

  By:


  	

   


  	 

	

   


  	

   


  	

  President


  	 

	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  Quarles


  
	

   


  	

   


  
	

   


  	

   


  
	

  Date:


  	

   


  	

   


  	

   


  	

  By:


  	

   


  	 

	

   


  	

   


  	

  C. Gene Quarles


  
										





 




8





























 




Schedule 8.5(b)




 




 





























 




NON COMPETITION

AGREEMENT




 




On this           

day of

                 ,

2002, Quarles Team Agency, Inc., an Oklahoma corporation, hereinafter referred

to as “QTA” and Clint Quarles, an individual residing at

                                     ,

              ,

Oklahoma, hereinafter referred to as “Quarles” or “employee” enter into this

contract.




 




WHEREAS, Quarles Agency, Inc., the predecessor of

QTA, and TeamBank, N.A. have entered into a certain Acquisition Agreement and

Plan of Merger dated the           

day of December, 2002, hereinafter referred to as “Merger Agreement”; and




 




WHEREAS, pursuant to a separate written Employment

Agreement dated the

           day of December,

2002, hereinafter referred to as “Employment Agreement” between QTA and Quarles,

Quarles has agreed to continue his services as an insurance agent of QTA, the

surviving corporation of the above reference Merger Agreement; and




 




WHEREAS, under the above described circumstances,

the employment of Quarles and the potential future competition of Quarles with

QTA constitute an appropriate situation for the use of a Non-Competition

Contract/ Agreement ; and




 




WHEREAS, the parties wish to stipulate to certain

material facts regarding the enforceability of this contract pursuant to the

parties choice of law; to wit: the laws of the state of Kansas.




 




NOW THEREFORE IT IS

AGREED:




 




1





























 




1.                                       Upon the effective time of the Merger

Agreement, Quarles shall commence employment with QTA pursuant to the Employment

Agreement.




 




2.                                       After the effective date of closing of the

Merger Agreement if Quarles’ employment with QTA ceases for any reason, Quarles

shall not engage in any business substantially the same as or in competition

with QTA which shall include, without limitation, doing any of the following

acts with the intent of profit, production of income or any type of

remuneration in whatever form whether directly or indirectly by Employee or a

member of Employee’s immediate

family: (A) carrying on or engaging in any such business as the principal, or

on his or its own account, or solely or jointly with others as a director

officer, agent, producer, employee, independent contractor, manager, consultant

or partner (general or limited, shareholder or holder of an equity security or

otherwise; (B) lending credit or money for the purpose of establishing or

operating any such business; (C) giving advice to any other person engaging in

any such business; (D) lending or consenting to the use of his or its name or

reputation to be used in any such business; or (E) allowing his or its skill,

knowledge or experience to be used in any such business.  During the period of time specified in

paragraph 3 below, Quarles shall not, either on his own account or directly or

indirectly in conjunction with or on behalf of any person or entity, call upon

or solicit any person who is then or has been an officer, manager, producer,

agent or employee of QTA or any branch of QTA or its predecessor Quarles

Agency, Inc. or solicit any customer of QTA or its predecessor Quarles Agency,

Inc. or of any branch of Quarles Agency, Inc. for., for such insurance services

as are offered by Quarles




 




2





























 




Agency,

Inc., QTA or any subsidiary of QTA or their successors or assigns.  Quarles shall not contact any person or

entity who is or every has been a client or customer of QTA or its predecessor

Quarles Agency, Inc. with the intent or effect of causing that person or entity

to be come a customer or client.




 




3.                                       The non competition obligation of Quarles

shall exist for a total period of five years from and after the effective date

of the Merger Agreement.  However,

within said five year period, the non competition obligation of Quarles imposed

by this contract shall become operational and effective at the time of actual

termination of his employment and shall continue thereafter for a period of

three (3) years not to exceed the total period of five year term provided for

herein.  For example, if Quarles terminates

his employment three years after the effective date, his non competition

obligations would continue for a period of two years.   Although the Employment Agreement provides for termination of

employment by either Quarles or QTA, the duty of Quarles not to compete and the

obligation of QTA to make payments provided herein shall survive any

termination of his employment with QTA or any of its wholly owned subsidiaries

or their successors or assigns and shall be binding on the parties.




 




4.                                       As consideration for this agreement, QTA

agrees to pay Quarles the sum of TWENTY-ONE THOUSAND SEVEN HUNDRED

FIFTY    ($21,750.00) at the time of

signing.




 




5.                                       Quarles consents to the disclosure, as

determined to be reasonably necessary by the attorneys for QTA, of the terms of

this contract to any party to the Merger Agreement; the stockholders, officers

and directors of Quarles Agency, Inc., and/or any state or federal regulatory

agency responsible for the review of any matter in




 




3





























 




connection

with the approval of the Merger Agreement.




 




6.                                       In the event any provision of this agreement

shall be found unenforceable by a court of competent jurisdiction, the parties

agree all other provisions shall remain in full force and effect.  It is intended that each and every provision

of this agreement be severable.  This

agreement may be terminated only by a duly authorized, written agreement signed

and dated by both parties.




 




7.                                       Any differences, claims or matters in

dispute arising between the parties to this agreement, including permitted

assigns, shall be submitted by them to arbitration by the American Arbitration

Association or its successor and the determination of the American Arbitration

Association or its successor shall be final and absolute.  The arbitrator and the arbitration

proceedings shall be governed by the duly promulgated rules and regulations of

the American Arbitration Association or its successor in force at the time the

arbitration request is made and the pertinent provisions of the law of the

State of Kansas relating to arbitration. 

The decision of the arbitrator may be entered as a judgment in any court

of the State of Kansas or the Federal District Court of the State of Kansas.




 




8.                                       This contract shall be binding on and shall

inure to the benefit of any successor or successors of QTA.




 




9.                                       This contract shall be governed by,

construed and enforced in accordance with the laws of the States of

Kansas.  It is the desired intent of the

parties that this agreement be enforced to the fullest extent permissible under

the applicable laws and public policies of Kansas or any other applicable

jurisdiction.  Accordingly to the extent

that any provision hereto or portion hereof which shall be adjudicated to be

invalid or




 




4





























 




unenforceable,

this agreement shall be reformed such that the restrictions imposed upon

Quarles are no greater than would be otherwise permissible under applicable

law.




 




10.                                 This contract shall constitute the entire

contract between the parties and any prior understanding or representation of

any kind preceding the date of this contract shall not be binding upon either

party except to the extent incorporated in this contract and except to the

extent this contract has been incorporated in to the Employment Agreement.  The parties agree that the obligations

created by this contract shall be subject to any necessary federal or state

regulatory approvals and shall be amended as may be required to comply with

federal and state regulations.




 




11.                                 Any modification of this contract or

additional obligation assumed by either party in connection with this contract

shall be binding only if evidenced in writing signed by each party or an

authorized representative of each party.




 




12.                                 The failure of either party to this contract

to insist upon the performance of any of the terms and conditions of this

contract, or the waiver of any breach of any of the terms and conditions of

this contract, shall not be construed as thereafter waiving any such terms and

conditions, but the same shall continue and remain in full force and effect as

if no such forbearance or waiver had occurred.




 




13.                                 The parties agree to the following facts

which they stipulate shall constitute conclusive evidence regarding the

enforceability of this agreement under the laws of the states of Kansas and/or

Oklahoma:




 




a.                                       This agreement is not adverse to the public

interest in that the limitation imposed here will not hinder open competition

in insurance services available to




 




5





























 




the public.




 




b.                                      This agreement is not adverse to the public

interest in that none of the provisions discourage the development of

innovation, technology or financial resources available to the public.




 




c.                                       This agreement is reasonable in its efforts

to protect the employer’s interest in developing its highly personal services

marketing concept and improving efficiency in the delivery of personal

insurance services through specialized marketing strategies and customer

programs.  Confining the scope of an

employee’s non-competition to exiting customers with whom the employee actually

had contact would not protect the employer’s interest because business,

commercial and consumer prospects who are not yet customers comprise a large

portion of ultimate target of the specialized marketing strategies.  Considering the status of Quarles who is

expected to be  involved in delivering direct

services to the employer’s customer and to be involved in the designing of long

range plans and development of the marketing strategies, the scope of this

agreement is reasonable and not too broad.




 




d.                                      This agreement is not oppressive to the

employee in that the employee has skills which are easily marketed in the

insurance industry outside the limitations of this agreement and the employee

has been highly compensated for agreeing not to compete with the employer as

specified for a reasonable period of time. 

Quarles acknowledges that despite the obligations of this




 




6





























 




agreement, he still has sufficient experience and ability to permit him

to obtain employment in businesses which are not in violation of the provisions

of this agreement and that enforcement of the obligations contained herein will

not prevent him from earning a livelihood.




 




e.                                       Employee has had ample time and opportunity

to consult with his attorney regarding the stipulations made herein, the legal

significance of such stipulations as well as the legal significance of employee’s agreement to apply the laws of the state

of Kansas instead of Oklahoma.  Employee

has voluntarily made all of the stipulations contained herein.




 




14.                                 Quarles acknowledges and agrees that, in the

event of a prospective or actual breach of any of the provisions of this

agreement by him, monetary damages would not be an adequate remedy to

compensate QTA for the loss of goodwill and other harm to QTA business.  In the event of a threatened or actual

breach of any of the provisions of this agreement by Quarles, the parties agree

that QTA shall be entitled, it so elects, to a temporary restraining order and

to temporary and permanent injunctive relief to prevent or terminate such

anticipated or actual breach, in each case without the necessity of a bond.  In additional QTA shall be entitled to such

damages as it can show it sustained by reason of such threatened or actual

breach.  QTA shall be entitled to and

have the right to inform any person or entity that it reasonably believes to be

participating with or considering participating with Quarles or receiving from

Quarles




 




7





























 




assistance

in violation of this agreement.




 




15.                                 The parties acknowledge by their signatures

below that the facts stipulated to in paragraph 13 above are true and correct

based upon their independent evaluation and knowledge.




 




8





























 




	

   


  	

  Quarles Team Agency, Inc..


  
	

   


  	

   


  
	

   


  	

   


  
	

  Date:


  	

   


  	

   


  	

   


  	

  By:


  	

   


  	

   


  	 

	

   


  	

   


  	

  Robin Buerge,


  
	

   


  	

   


  	

  President


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  EMPLOYEE


  
	

   


  	

   


  
	

   


  	

   


  
	

  Date:


  	

   


  	

   


  	

   


  	

  By:


  	

   


  	

   


  	 

	

   


  	

   


  	

  Clint Quarles


  





 




9





























 




Schedule 8.5(c)




 




 





























 




NON COMPETITION AGREEMENT




 




 




On this          day of

                 ,

2002, Quarles Team Agency, Inc., an Oklahoma corporation, hereinafter referred

to as “QTA” and Robin Buerge, an individual residing at

                                       ,

               ,

Oklahoma, hereinafter referred to as “Buerge” and/or employee enter into this

contract.




 




WHEREAS, TeamBank, N.A., hereinafter referred to as

“TBNA” has entered into a certain Acquisition Agreement and Plan of Merger

dated the

             

day of December 2002, hereinafter referred to as “Merger Agreement” to merge

Quarles Agency, Inc. (“QA”) into a wholly owned subsidiary of TBNA with the

surviving entity to be a financial subsidiary of TBNA known as Quarles Team

Agency, Inc., hereinafter referred to as SURVIVING Corporation or “QTA”; and




 




WHEREAS, TFIN is the parent company of TBNA and,

thus, has a substantial business interests which merit reasonable protection

from TBNA employees and employees of TBNA subsidiaries, and




 




WHEREAS, Buerge is a significant stockholder of QA,

and as a result of his previous position with QA is possessed of and has been

primarily responsible for the development of the trade secrets, processes,

formulations and proprietary know how comprising the core of the intellectual

property of QA essential to the goodwill and continued viability of QTA as a

going concern and an essential component of the value to TBNA of the transaction

contemplated by the Merger Agreement; and




 




WHEREAS, compliance with the covenants not to

compete and other provisions of this Agreement by Buerge following consummation

of Merger Agreement is an




 




1





























 




essential

condition precedent to consummation by TeamBank, N.A. of the transaction

contemplated by the Merger Agreement; and




 




WHEREAS, the preservation of the integrity of the

business of QTA and its value as a going concern free from any interference or

undue advantage derived by Buerge as a result of Buerge’s previous position

with QA is an essential condition precedent to the consummation by TBNA of the

transaction contemplated by the Merger Agreement, and the purpose of this

Agreement is to provide for appropriate restrictions on the conduct of Buerge

for the purpose of preserving such value for which TBNA has bargained and for

which it will pay pursuant to the Merger Agreement; and




 




WHEREAS, as a material inducement to TBNA to

execute and deliver the Merger Agreement, and in consideration of the

execution, delivery and performance of the Merger Agreement by TBNA, Buerge has

agreed to execute and deliver this Agreement and has agreed to the restrictive

covenants contained herein, all pursuant to the terms and conditions of this

Non-Compete Agreement; and




 




WHEREAS, the parties wish to stipulate to certain

material facts regarding the enforceability of this contract pursuant to the

parties choice of law; to wit: the laws of the state of Kansas;




 




NOW THEREFORE IT IS

AGREED:




 




1.                                       Upon the effective time of the Merger

Agreement, Buerge shall serve as President of QTA, the Surviving Corporation of

the Merger Agreement, which will, following the closing of the Merger

Agreement, be a wholly owned financial subsidiary of TBNA.  In addition, Buerge shall assist TFIN in the

development of TFIN’s insurance




 




2





























 




business

plan to be initiated through TFIN’s various wholly owned subsidiaries.




 




2.                                       After the effective date of closing of the

Merger Agreement, and during the period defined in paragraph 3 below, if

Buerge’s employment with QTA, the Surviving Corporation, ceases for any reason;

Buerge shall not directly or indirectly, either personally or as an employee,

associate, partner, manager, agent, director, or otherwise or by means of any

corporate or other device engage in the insurance agency business or any

similar business within any of the following counties: (insert here the

names of the contiguous counties of Tulsa and a general approximation of the

miles in radius) of Tulsa, Oklahoma for the period of time specified in

paragraph 3 below.  Nor shall Buerge,

for such term specified in paragraph 3 below and in such locales set forth

above, solicit business, directly or indirectly, from any customers of QA, QTA,

TFIN or any subsidiary of TFIN, including but not limited to TBNA, or from any

customers of any successors or assigns of such entities, for such insurance

services as are offered by QTA, TFIN or any subsidiary of TFIN or their

successors or assigns.




 




3.                                       The non competition obligation of Buerge

shall exist for a total period of five years from and after the effective date

of the Merger Agreement.  However,

within said five year period, the non competition obligation of Buerge imposed

by this contract shall become operational and effective at the time of actual

termination of his employment by TFIN or one of its wholly owned subsidiaries

and shall continue thereafter until the expiration of the total period of five years

specified above at which time the obligations of all parties to this contract

shall be terminated and held for naught. 

Although the Employment Agreement provides for termination of employment




 




3





























 




by

either Buerge or QTA, the duty of Buerge not to compete and the obligation of

TFIN to make payments provided herein as described in this Agreement shall

survive any termination of his employment with QTA, TFIN or any of its wholly

owned subsidiaries or their successors or assigns and shall be binding on the

parties.




 




4.                                       As consideration for this Agreement, QTA

agrees to pay Buerge the sum of SEVENTY -FIVE THOUSAND AND 00/100 DOLLARS

($75,250.00) on the effective date of this Agreement.




 




5.                                       Buerge consents to the disclosure, as

determined to be reasonably necessary by the attorneys for QTA, of the terms of

this contract to any party to the Merger Agreement; the stockholders, officers

and directors of Quarles Agency, Inc., and/or any state or federal regulatory agency

responsible for the review of any matter in connection with the approval of the

Merger Agreement.




 




6.                                       In the event any provision of this Agreement

shall be found unenforceable by a court of competent jurisdiction, the parties

agree all other provisions shall remain in full force and effect.  This Agreement may be terminated only by a

duly authorized, written agreement signed and dated by both parties.




 




7.                                       Any differences, claims or matters in

dispute arising between the parties to this agreement, including permitted

assigns, shall be submitted by them to arbitration by the American Arbitration

Association or its successor and the determination of the American Arbitration

Association or its successor shall be final and absolute.  The arbitrator and the arbitration

proceedings shall be governed by the duly promulgated rules and regulations of

the American Arbitration Association or its successor in force at the time the

arbitration request is made and the pertinent




 




4





























 




provisions

of the law of the State of Kansas relating to arbitration.  The decision of the arbitrator may be

entered as a judgment in any court of the State of Kansas or the Federal

District Court of the State of Kansas.




 




8.                                       This contract shall be binding on and shall

inure to the benefit of any successor or successors of QTA.




 




9.                                       This contract shall be governed by,

construed and enforced in accordance with the laws of the State of Kansas.  Buerge specifically waives any objection to

the application of the laws of the State of Kansas and consents to the

jurisdiction of the District Court of Miami County, Kansas or the Federal

District Court of the State of Kansas. 

Buerge acknowledges that he has reviewed his rights and remedies under

the laws of the state of Oklahoma and that by virtue of his consent to the

jurisdiction of the state of Kansas that he may have significantly altered or

reduced his legal rights and remedies.




 




10.                                 This contract shall constitute the entire

contract between the parties and any prior understanding or representation of

any kind preceding the date of this contract shall not be binding upon either

party except to the extent incorporated in this contract and except to the

extent this contract has been incorporated in to the Employment Agreement.  The parties agree that the obligations

created by this contract shall be subject to any necessary federal or state

regulatory approvals and shall be amended as may be required to comply with federal

and state regulations.




 




11.                                 Any modification of this contract or

additional obligation assumed by either party in connection with this contract

shall be binding only if evidenced in writing signed




 




5





























 




by

each party or an authorized representative of each party.




 




12.                                 The failure of either party to this contract

to insist upon the performance of any of the terms and conditions of this

contract, or the waiver of any breach of any of the terms and conditions of

this contract, shall not be construed as thereafter waiving any such terms and

conditions, but the same shall continue and remain in full force and effect as

if no such forbearance or waiver had occurred.




 




13.                                 The parties agree to the following facts

which they stipulate shall constitute conclusive evidence regarding the

enforceability of this Agreement under the laws of the states of Kansas and/or

Oklahoma:




 




a.                                       This agreement is not adverse to the public

interest in that the limitation imposed here will not hinder open competition

in insurance services available to the public.




 




b.                                      This agreement is not adverse to the public

interest in that none of the provisions discourage the development of

innovation, technology or financial resources available to the public.




 




c.                                       This agreement is reasonable in its efforts

to protect the QTA’s interest in developing its highly personal services

marketing concept and improving efficiency in the delivery of personal

insurance services through specialized marketing strategies and customer

programs.  Confining the scope of this

non-competition to exiting customers with whom Buerge actually had contact

would not protect QTA’s

interest because business, commercial and consumer prospects who are not yet

customers comprise a large portion of ultimate target of the specialized

marketing strategies.  Considering the

high level executive




 




6





























 




status of Buerge who is far less involved in delivering direct services

to QTA’s customer

and much more involved in the long range planning and development of the

marketing strategies, the scope of this agreement is reasonable and not too

broad.




 




d.                                      This agreement is not oppressive to Buerge

in that he has skills which are easily marketed in the insurance industry

outside the geographic locales subject to this agreement and the Buerge has

been highly compensated for agreeing not to compete with QTA in the specified

area for a reasonable period of time.




 




e.                                       Buerge has had ample time and opportunity to

consult with his attorney regarding the stipulations made herein, the legal

significance of such stipulations as well as the legal significance of his

agreement to apply the laws of the state of Kansas instead of Oklahoma.  Buerge has voluntarily made all of the

stipulations contained herein.




 




14.                                 The parties acknowledge by their signatures

below that the facts stipulated to in paragraph 13 above are true and correct

based upon their independent evaluation and knowledge.




 




7





























 




	

   


  	

  Quarles Team Agency, Inc..


  
	

   


  	

   


  
	

   


  	

   


  
	

  Date:


  	

   


  	

   


  	

   


  	

  By:


  	

   


  	 

	

   


  	

   


  	

  Chairman


  
	

   


  	

   


  	

   


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  BUERGE


  
	

   


  	

   


  
	

   


  	

   


  
	

  Date:


  	

   


  	

   


  	

   


  	

  By:


  	

   


  	 

	

   


  	

   


  	

  Robin Buerge


  





 




8





























 




Schedule 8.6




 




 





























 




NON COMPETITION

AGREEMENT




 




On this          day of

                ,

2002, Team Financial, Inc., a financial holding company incorporated in the

State of Kansas, hereinafter referred to as “TFIN” and Robin Buerge, an

individual residing at

                                       ,

Tulsa, Oklahoma, hereinafter sometimes referred to as “Buerge” enter into this

contract.




 




WHEREAS, TeamBank, N.A., hereinafter referred to as

“TBNA” has entered into a certain Acquisition Agreement and Plan of Merger

dated the            day of

December 2002, hereinafter referred to as “Merger Agreement” to merge Quarles

Agency, Inc. (“QA”) into a wholly owned subsidiary of TBNA with the surviving

entity to be a financial subsidiary of TBNA known as Quarles Team Agency, Inc.,

hereinafter referred to as SURVIVING Corporation or “QTA”; and




 




WHEREAS, TFIN is the parent company of TBNA and,

thus, has a substantial business interests which merit reasonable protection

from TBNA employees, and




 




WHEREAS, Buerge is a significant stockholder of QA,

and as a result of his previous position with QA is possessed of and has been

primarily responsible for the development of the trade secrets, processes,

formulations and proprietary know how comprising the core of the intellectual

property of QA essential to the goodwill and continued viability of QTA as a

going concern and an essential component of the value to TBNA of the

transaction contemplated by the Merger Agreement; and




 




WHEREAS, compliance with the covenants not to

compete and other provisions of this Agreement by Buerge following consummation

of Merger Agreement is an essential condition precedent to consummation by

TeamBank, N.A. of the transaction contemplated by the Merger Agreement; and




 




1





























 




WHEREAS, the preservation of the integrity of the

business of QTA and its value as a going concern free from any interference or

undue advantage derived by Buerge as a result of Buerge’s previous position

with QA is an essential condition precedent to the consummation by TBNA of the

transaction contemplated by the Merger Agreement, and the purpose of this

Agreement is to provide for appropriate restrictions on the conduct of Buerge

for the purpose of preserving such value for which TBNA has bargained and for

which it will pay pursuant to the Merger Agreement; and




 




WHEREAS, as a material inducement to TBNA to

execute and deliver the Merger Agreement, and in consideration of the

execution, delivery and performance of the Merger Agreement by TBNA, Buerge has

agreed to execute and deliver this Agreement and has agreed to the restrictive

covenants contained herein, all pursuant to the terms and conditions of this

Non-Compete Agreement; and




 




WHEREAS, the parties wish to stipulate to certain

material facts regarding the enforceability of this contract pursuant to the

parties choice of law; to wit: the laws of the state of Kansas; and




 




WHEREAS, Buerge has agreed to continue his services

as President of the Surviving Corporation following the closing of the Merger

Agreement, and 




 




WHEREAS, under the above described circumstances,

the employment of Buerge by a wholly owned subsidiary of TFIN and the potential

future competition of Buerge with TFIN’s interest in the Surviving Corporation

constitute an appropriate situation for the use of a Non-Competition Contract

directly between Buerge and TFIN as well as between Surviving Corporation and

Buerge and/or between TBNA and




 




2





























 




Buerge.




 




NOW THEREFORE IT IS

AGREED:




 




1.                                       Upon the effective time of the Merger

Agreement, Buerge shall serve as President of QTA, the Surviving Corporation of

the Merger Agreement, which will, following the closing of the Merger

Agreement, be a wholly owned financial subsidiary of TBNA.  In addition, Buerge shall assist TFIN in the

development of TFIN’s insurance

business plan to be initiated through TFIN’s various wholly owned subsidiaries.




 




2.                                       After the effective date of closing of the

Merger Agreement if Quarles’ employment with QTA ceases for any reason, Buerge

shall within any of the following counties: (insert here the names of the

contiguous counties of Tulsa and a general approximation of the miles in radius)

of Tulsa, Oklahoma for the period specified in paragraph 3 below engage in any

business substantially the same as or in competition with QTA which shall

include, without limitation, doing any of the following acts with the intent of

profit, production of income or any type of remuneration in whatever form

whether directly or indirectly by Employee or a member of Employee’s immediate family: (A) carrying on or

engaging in any such business as the principal, or on his or its own account,

or solely or jointly with others as a director officer, agent, producer,

employee, independent contractor, manager, consultant or partner (general or

limited, shareholder or holder of an equity security or otherwise; (B) lending

credit or money for the purpose of establishing or operating any such business;

(C) giving advice to any other person engaging in any such business; (D)

lending or consenting to the use of his or its name or reputation to be used in

any such business; or (E) allowing his or its skill, knowledge or experience to

be used in any such business.  During

the period of time




 




3





























 




specified

in paragraph 3 below, Quarles shall not, either on his own account or directly

or indirectly in conjunction with or on behalf of any person or entity, call

upon or solicit any person who is then or has been an officer manager,

producer, agent or employee of QTA or any branch of QTA or its predecessor

Quarles Agency, Inc. solicit any customer of QTA or its predecessor Quarles

Agency, Inc. or of any branch of Quarles Agency, Inc. for., for such insurance

services as are offered by Quarles Agency, Inc., QTA or any subsidiary of QTA

or their successors or assigns.  Quarles

shall not contact any person or entity who is or every has been a client or

customer of QTA or its predecessor Quarles Agency, Inc. with the intent or

effect of causing that person or entity to be come a customer or client.




 




3.                                       The non competition obligation of Buerge

shall exist for a total period of five years from and after the effective date

of the Merger Agreement.  However,

within said five year period, the non competition obligation of Buerge imposed

by this contract shall become operational and effective at the time of actual

termination of his employment by TFIN or one of its wholly owned subsidiaries

and shall continue thereafter until the expiration of the total period of five

years specified above at which time the obligations of all parties to this

contract shall be terminated and held for naught.  Although the Employment Agreement provides for termination of

employment by either Buerge or QTA, the duty of Buerge not to compete and the

obligation of TFIN to make payments provided herein as described in this

Agreement shall survive any termination of his employment with QTA, TFIN or any

of its wholly owned subsidiaries or their successors or assigns and shall be

binding on the parties




 




4.                                       As consideration for this agreement, TFIN

agrees to pay and Buerge shall




 




4





























 




receive

shares of Team Financial, Inc. common stock with a market value of not less

than TWO HUNDRED THOUSAND DOLLARS ($200,000.00) on the date of signing this

agreement.  Buerge acknowledges that he

has received copies of the 2001 Annual TFIN Report; Proxy Statement, all

filings by TFIN with the Securities and Exchange Commission for 2002 and all

press releases issued by TFIN in 2002.




 




5.                                       Buerge consents to the disclosure, as

determined to be reasonably necessary by the attorneys for TFIN, of the terms

of this contract to any party to the Merger Agreement; the stockholders,

officers and directors of the QA and/or any state or federal regulatory agency

responsible for the review of any matter in connection with the approval of the

Merger Agreement.




 




6.                                       In the event any provision of this agreement

shall be found unenforceable by a court of competent jurisdiction, the parties

agree all other provisions shall remain in full force and effect.  This agreement may be terminated only by a

duly authorized, written agreement signed and dated by both parties.




 




7.                                       Any differences, claims or matters in

dispute arising between the parties to this agreement, including permitted

assigns, shall be submitted by them to arbitration by the American Arbitration

Association or its successor and the determination of the American Arbitration

Association or its successor shall be final and absolute.  The arbitrator and the arbitration

proceedings shall be governed by the duly promulgated rules and regulations of

the American Arbitration Association or its successor in force at the time the

arbitration request is made and the pertinent provisions of the law of the

State of Kansas relating to arbitration. 

The decision of the




 




5





























 




arbitrator

may be entered as a judgment in any court of the State of Kansas or the Federal

District Court of the State of Kansas.




 




8.                                       This contract shall be binding on and shall

inure to the benefit of any successor or successors of TFIN.




 




9.                                       This contract shall be governed by,

construed and enforced in accordance with the laws of the State of Kansas.  Buerge specifically waives any objection to

the application of the laws of the State of Kansas and consents to the

jurisdiction of the District Court of Miami County, Kansas or the Federal

District Court of the State of Kansas. 

Buerge acknowledges that he has reviewed his rights and remedies under

the laws of the state of Oklahoma and that by virtue of his consent to the

jurisdiction of the state of Kansas that he may have significantly altered or

reduced his legal rights and remedies.




 




10.                                 This contract shall constitute the entire

contract between the parties with respect to the subject matter hereof, and any

prior understanding or representation of any kind preceding the date of this

contract shall not be binding upon either party except to the extent

incorporated in this Agreement and except to the extent this Agreement has been

incorporated into any other agreement of the parties.  The parties agree that the obligations created by this Agreement

shall be subject to any necessary federal or state regulatory approvals and

shall be amended as may be required to comply.




 




11.                                 Any modification of this contract or

additional obligation assumed by either party in connection with this contract

shall be binding only if evidenced in writing signed by each party or an

authorized representative of each party.




 




6





























 




12.                                 The failure of either party to this contract

to insist upon the performance of any of the terms and conditions of this

contract, or the waiver of any breach of any of the terms and conditions of

this contract, shall not be construed as thereafter waiving any such terms and

conditions, but the same shall continue and remain in full force and effect as

if no such forbearance or waiver had occurred.




 




13.                                 The parties agree to the following facts

which they stipulate shall constitute conclusive evidence regarding the

enforceability of this agreement under the laws of the States of Kansas:




 




a.                                       This agreement is not adverse to the public

interest in that the limitation imposed here will not hinder open competition

in insurance services available to the public.




 




b.                                      This agreement is not adverse to the public

interest in that none of the provisions discourage the development of

innovation, technology or insurance services available to the public.




 




c.                                       This agreement is reasonable in its efforts

to protect the legitimate interests of TFIN, TBNA and QTA (The Surviving

Corporation) in developing its insurance services as part of the marketing

concept adopted by TFIN and its wholly owned subsidiary banks and in improving

efficiency in the delivery of insurance products through personal banking

services in conjunction with specialized marketing strategies and customer

programs.  Confining the scope of Buerge’s non competition to exiting customers with

whom he actually had contact would not protect TFIN’ interests because business, commercial and

consumer prospects who are not yet customers comprise a large portion of the

ultimate target of the specialized marketing strategies




 




7





























 




developed

by TFIN and its subsidiaries. 

Considering the executive status of the Buerger as President of QTA and

his role in TFIN’s

development of its business strategy for making insurance products available to

bank customers and due to Buerge’s

expected involvement in the long range planning and development of the

marketing strategies, the scope of this agreement is reasonable and not too

broad.




 




d.                                      This agreement is not oppressive to Buerge

in that he has skills which are easily marketed in the banking industry or the

insurance industry outside the geographic limitations imposed by this agreement

and he has been highly compensated for agreeing not to compete in the specified

area for a reasonable period of time.




 




14.                                 The parties acknowledge by their signatures

below that the facts stipulated to in paragraph 13 above are true and correct

based upon their independent evaluation and knowledge and are voluntarily made.




 




	

   


  	

  Team Financial, Inc.


  
	

   


  	

   


  
	

   


  	

   


  
	

  Date:


  	

   


  	

   


  	

   


  	

  By:


  	

   


  	 

	

   


  	

   


  	

  Robert J. Weatherbie,


  
	

   


  	

   


  	

  Chairman and Chief Executive


  
	

   


  	

   


  	

  Officer


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  BUERGE


  
	

   


  	

   


  
	

   


  	

   


  
	

  Date:


  	

   


  	

   


  	

   


  	

  By:


  	

   


  	 

	

   


  	

   


  	

  Robin Buerge


  





 




8