STOCK
PURCHASE AGREEMENT

     

    by
and between

     

    NATIONAL
INVESTMENT MANAGERS INC.,

     

    and

     

    NETWORK
1 FINANCIAL GROUP, INC.

     

    Dated
as of February 8, 2010


    
      
        
          Stock
Purchase Agreement

        

         


      

      
         


        
          

        

      

      
         


      

    

    


    TABLE
OF CONTENTS

    


    
      
        
          
            
              
                
                  
                    
                      	 
      	 
      	 
      	
                              Page

                            
	 
      	 
      	 
      	 
      
	
                              I.

                            	
                              DEFINITIONS

                            	
                              1

                            
	 	 	 
	
                              II.

                            	
                              PURCHASE
      AND SALE

                            	
                              8

                            
	 
      	
                              2.1.

                            	
                              Purchase
      and Sale of the Shares

                            	
                              8

                            
	 
      	
                              2.2.

                            	
                              Retained
      Assets

                            	
                              8

                            
	 
      	
                              2.3.

                            	
                              Purchase
      Price

                            	
                              8

                            
	 
      	
                              2.4.

                            	
                              Payment
      of the Purchase Price

                            	
                              8

                            
	 
      	
                              2.5.

                            	
                              Adjustments
      to the Notes

                            	
                              9

                            
	 
      	
                              2.6.

                            	
                              Certain
      Commissions

                            	
                              10

                            
	 	 	 	 
	
                              III.

                            	
                              CLOSING,
      DELIVERIES AND OTHER ACTIONS

                            	
                              10

                            
	 
      	
                              3.1.

                            	
                              Time
      and Place of Closing

                            	
                              10

                            
	 
      	
                              3.2.

                            	
                              Deliveries
      by the Seller

                            	
                              10

                            
	 
      	
                              3.3.

                            	
                              Deliveries
      by the Purchaser

                            	
                              11

                            
	 	 	 	 
	
                              IV.

                            	
                              REPRESENTATIONS
      AND WARRANTIES OF THE SELLER

                            	
                              11

                            
	 
      	
                              4.1.

                            	
                              Authority,
      Validity and Effect

                            	
                              11

                            
	 
      	
                              4.2.

                            	
                              Title
      to Shares

                            	
                              11

                            
	 
      	
                              4.3.

                            	
                              No
      Conflict

                            	
                              12

                            
	 
      	
                              4.4.

                            	
                              Consents

                            	
                              12

                            
	 
      	
                              4.5.

                            	
                              Litigation

                            	
                              12

                            
	 
      	
                              4.6.

                            	
                              Brokers

                            	
                              12

                            
	 	 	 	 
	
                              V.

                            	
                              REPRESENTATION
      AND WARRANTIES RELATING TO THE COMPANY

                            	
                              12

                            
	 
      	
                              5.1.

                            	
                              Existence
      and Good Standing

                            	
                              12

                            
	 
      	
                              5.2.

                            	
                              Power

                            	
                              12

                            
	 
      	
                              5.3.

                            	
                              Capitalization
      of the Company

                            	
                              13

                            
	 
      	
                              5.4.

                            	
                              Property

                            	
                              13

                            
	 
      	
                              5.5.

                            	
                              Litigation

                            	
                              14

                            
	 
      	
                              5.6.

                            	
                              Compliance
      with Laws

                            	
                              14

                            
	 
      	
                              5.7.

                            	
                              Necessary
      Property

                            	
                              14

                            
	 
      	
                              5.8.

                            	
                              Conduct
      of Business

                            	
                              14

                            
	 
      	
                              5.9.

                            	
                              Labor
      Matters

                            	
                              15

                            
	 
      	
                              5.10.

                            	
                              Employee
      Benefit Plans

                            	
                              16

                            


                    

                  

                

              

            

          

        

      

    

    

      
        
          
            Stock
Purchase Agreement

          

           


        

        
          -i-

          
            

          

        

        
           


        

      

    

    
       

      TABLE
OF CONTENTS

      (continued)

       

    

    
      
        
          
            
              
                	 
      	 
      	 
      	
                        Page

                      
	 
      	 
      	 
      	 
      
	 
      	
                        5.11.

                      	
                        Environmental

                      	
                        18

                      
	 
      	
                        5.12.

                      	
                        Contracts

                      	
                        18

                      
	 
      	
                        5.13.

                      	
                        Permits

                      	
                        19

                      
	 
      	
                        5.14.

                      	
                        Intellectual
      Property

                      	
                        19

                      
	 
      	
                        5.15.

                      	
                        Insurance

                      	
                        20

                      
	 
      	
                        5.16.

                      	
                        Financial
      Statements

                      	
                        20

                      
	 
      	
                        5.17.

                      	
                        Trade
      Payables

                      	
                        21

                      
	 
      	
                        5.18.

                      	
                        Undisclosed
      Liabilities

                      	
                        21

                      
	 
      	
                        5.19.

                      	
                        Accounts
      Receivable

                      	
                        21

                      
	 
      	
                        5.20.

                      	
                        Bank
      Accounts

                      	
                        21

                      
	 
      	
                        5.21.

                      	
                        Product
      Liability and Warranty

                      	
                        21

                      
	 
      	
                        5.22.

                      	
                        Indebtedness

                      	
                        22

                      
	 
      	
                        5.23.

                      	
                        Taxes

                      	
                        22

                      
	 
      	
                        5.24.

                      	
                        Customers

                      	
                        23

                      
	 
      	
                        5.25.

                      	
                        Disclosure

                      	
                        23

                      
	 
      	
                        5.26.

                      	
                        Brokers

                      	
                        23

                      
	 
      	 
      	 
      	 
      
	
                        VI.

                      	
                        REPRESENTATIONS
      AND WARRANTIES OF THE PURCHASER

                      	
                        23

                      
	 
      	
                        6.1.

                      	
                        Existence
      and Good Standing

                      	
                        23

                      
	 
      	
                        6.2.

                      	
                        Power

                      	
                        23

                      
	 
      	
                        6.3.

                      	
                        Validity
      and Enforceability

                      	
                        23

                      
	 
      	
                        6.4.

                      	
                        No
      Conflict

                      	
                        23

                      
	 
      	
                        6.5.

                      	
                        Consents

                      	
                        24

                      
	 
      	
                        6.6.

                      	
                        Brokers

                      	
                        24

                      
	 
      	
                        6.7.

                      	
                        Business

                      	
                        24

                      
	 
      	 
      	 
      	 
      
	
                        VII.

                      	
                        TAX
      MATTERS

                      	
                        24

                      
	 
      	
                        7.1.

                      	
                        Returns

                      	
                        24

                      
	 
      	
                        7.2.

                      	
                        Apportionment
      of Taxes

                      	
                        24

                      
	 
      	
                        7.3.

                      	
                        Cooperation;
      Audits

                      	
                        24

                      
	 
      	
                        7.4.

                      	
                        Certain
      Controversies

                      	
                        25

                      


              

            

          

        

      

    

    

      
        
          
            Stock
Purchase Agreement

          

           


        

        
          -ii-

          
            

          

        

        
           


        

      

       

      TABLE
OF CONTENTS

      (continued)

       

    

    
      
        
          	 
      	 
      	
                   
      

                	
                  Page

                
	 
      	 
      	 
      	 
      
	 
      	
                  7.5.

                	
                  Tax
      Sharing Agreements

                	
                  25

                
	 	 	 
	
                  VIII.

                	
                  CERTAIN
      COVENANTS AND AGREEMENTS

                	
                  25

                
	 
      	
                  8.1.

                	
                  Pre-Closing
      Covenants

                	
                  25

                
	 
      	
                  8.2.

                	
                  Post-Closing
      Covenants

                	
                  26

                
	 	 	 	 
	
                  IX.

                	
                  CONDITIONS
      TO CLOSING

                	
                  26

                
	 
      	
                  9.1.

                	
                  Conditions
      Precedent to the Purchaser’s Obligations

                	
                  26

                
	 
      	
                  9.2.

                	
                  Conditions
      Precedent to the Seller’s Obligations

                	
                  27

                
	 	 	 	 
	
                  X.

                	
                  REMEDIES

                	
                  28

                
	 
      	
                  10.1.

                	
                  General
      Indemnification Obligation

                	
                  28

                
	 
      	
                  10.2.

                	
                  Notice
      and Third Party Liability

                	
                  28

                
	 
      	
                  10.3.

                	
                  Survivability;
      Limitations

                	
                  29

                
	 
      	
                  10.4.

                	
                  Specific
      Performance

                	
                  30

                
	 
      	
                  10.5.

                	
                  Exclusive
      Remedy

                	
                  30

                
	 	 	 	 
	
                  XI.

                	
                  MISCELLANEOUS

                	
                  31

                
	 
      	
                  11.1.

                	
                  Non-Solicitation
      and Confidentiality

                	
                  31

                
	 
      	
                  11.2.

                	
                  Termination

                	
                  31

                
	 
      	
                  11.3.

                	
                  Expenses

                	
                  32

                
	 
      	
                  11.4.

                	
                  No
      Assignment

                	
                  32

                
	 
      	
                  11.5.

                	
                  Headings

                	
                  32

                
	 
      	
                  11.6.

                	
                  Integration,
      Modification and Waiver

                	
                  32

                
	 
      	
                  11.7.

                	
                  Construction

                	
                  33

                
	 
      	
                  11.8.

                	
                  Severability

                	
                  33

                
	 
      	
                  11.9.

                	
                  Notices

                	
                  33

                
	 
      	
                  11.10.

                	
                  Governing
      Law

                	
                  33

                
	 
      	
                  11.11.

                	
                  Counterparts

                	
                  34

                


        

      

    


    
      
        
          Stock
Purchase Agreement

        

         


      

      
        -iii-

        
          

        

      

      
         


      

    

    


    LIST
OF EXHIBITS

     

    Exhibits

    


    Exhibit A                      Form
of Release

    



    
      
        
          Stock
Purchase Agreement

        

         


      

      
         


        
          

        

      

      
         


      

    

    


    STOCK
PURCHASE AGREEMENT

     

    This STOCK PURCHASE AGREEMENT,
dated as of February 8, 2010 (this “Agreement”), is by and
between National Investment Managers Inc., a Florida corporation with its
headquarters at 485 Metro Place South, Ste. 275, Dublin, Ohio 43017 (the “Seller”) Network 1 Financial
Group, Inc., a Texas corporation with its headquarters at 2 Bridge Avenue, 4
Floor, Red Bank, NJ 07701 (the “Purchaser”) regarding
Complete Investment Management, Inc. of Philadelphia (the “Company”).  The
Purchaser and the Seller are sometimes referred to in this Agreement
collectively as the “Parties” or individually as a
“Party”.

     

    BACKGROUND

     

    A.           The
Seller is the registered and beneficial owner of all of the issued and
outstanding shares of capital stock of the Company (the “Shares”).

     

    B.           The
Seller desires to sell to the Purchaser, and the Purchaser desires to purchase
from the Seller, all of the Shares, subject to the terms and conditions
contemplated by this Agreement.

     

    C.           The
respective Boards of Directors of the Purchaser and the Seller have each
determined that the transactions contemplated by this Agreement are advisable,
fair to and in the best interests of their respective companies and shareholders
and accordingly have approved such transactions.

     

    AGREEMENT

     

    NOW,
THEREFORE, in consideration of the foregoing and the respective representations,
warranties, covenants and agreements set forth in this Agreement and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties, intending to be legally bound, hereby agree as
follows:

     

    I.  DEFINITIONS

     

    “Actions”
means any claim, demand, charge, complaint, action, suit, proceeding, hearing,
audit, investigation, interference, opposition, re-examination, concurrent use,
cancellation or other dispute resolution or proceeding, whether judicial,
administrative or arbitrative, of any Person or Governmental
Authority.

     

    “Affiliate”
means with respect to any Person, a Person that directly or indirectly controls,
is controlled by, or is under common control with, any such
Person.  The term “control” (including the terms “controlled by” or
“under common control with”) means, the possession, directly or indirectly, of
the power to direct or cause the direction of the management or policies of such
Person, whether through ownership of voting securities, membership interests, by
contract or otherwise.  The term “Affiliate”
also includes any child, stepchild, grandchild, parent, stepparent, grandparent,
spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law,
brother-in-law or sister-in-law, including adoptive relationships, of such
Person.

     

    “Agreement”
has the meaning set forth in the Preamble.


    
      
        
          Stock
Purchase Agreement

        

         


      

      
         


        
          

        

      

      
         


      

    

     

    “Ancillary
Agreements” means each other agreement, document, instrument or
certificate contemplated by this Agreement or to be executed by the Purchaser or
the Seller in connection with the consummation of the transactions contemplated
by this Agreement, in each case only as applicable to the relevant party or
parties to such Ancillary Agreement, as indicated by the context in which such
term is used.

     

    “Cash
Proceeds” has the meaning set forth in Section 2.3(a).

     

    “Cash Purchase
Price” has the meaning set forth in Section 2.3(a).

     

     “Claims”
has the meaning set forth in Section 10.2(b).

     

    “Claims
Notice” has the meaning set forth in Section 10.2(a).

     

    “Closing”
has the meaning set forth in Section 3.1.

     

    “Closing
Date” has the meaning set forth in Section 3.1.

     

    “Code”
means the Internal Revenue Code of 1986, as amended, and the rules and
regulations promulgated thereunder.

     

    “Company”
has the meaning set forth in the Preamble.

     

    “Company’s
Knowledge” means the knowledge obtained or obtainable after due inquiry
by either Seller or any officer or director of the Company.

     

    “Company’s
Revenue” means
the Revenue (as defined herein) of the Company.

     

    “Consent”
means any consent, approval, authorization, qualification, waiver, registration
or notification required to be obtained from, filed with or delivered to a
Governmental Authority or any other Person in connection with the consummation
of the transactions provided for herein.

     

    “Contracts”
means all written and oral contracts, agreements (including, without limitation,
employment agreements and non-competition agreements), leases (whether real or
personal property), licenses, commitments, arrangements, instruments,
guarantees, bids, orders and proposals.

     

    “Controlled
Group” means any trade or business (whether or not incorporated)
(a) under common control within the meaning of Section 4001(b)(1) of
ERISA with the Company or (b) which together with the Company is treated as
a single employer under Section 414(t) of the Code.

     

    “Conversion
Transaction” means a merger, consolidation, recapitalization or other
transaction to which the Purchaser is a party that results in the Purchaser
Shares being converted into the right to receive cash or other
securities.

     

     “Employee
Plan” and “Employee
Plans” have the meaning set forth in Section 5.10(a).


    
      
        
          Stock
Purchase Agreement

        

         


      

      
        2

        
          

        

      

      
         


      

    

     

     “Environment”
means soil, surface waters, groundwater, land, stream sediments, surface or
subsurface strata, ambient air, or indoor air, including, without limitation,
any material or substance used in the physical structure of any building or
improvement and any environmental medium.

     

    “Environmental
Condition” shall mean any condition of the Environment with respect to
the Real Property, with respect to any property previously owned, leased or
operated by the Company to the extent such condition of the Environment existed
at the time of such ownership, lease or operation, or with respect to any other
real property at which any Hazardous Material generated by the operation of the
business of the Company has been handled, treated, stored or disposed of, which
violates any Environmental Law, or even though not violative of any
Environmental Law, nevertheless results in any Release, or Threat of Release,
damage, loss, cost, expense, claim, demand, order or liability.

     

    “Environmental
Law” shall mean any Law relating to health or safety or protection of the
Environment, Releases of Hazardous Materials or injury to persons relating to
exposure to any Hazardous Materials.

     

    “ERISA”
means the Employee Retirement Income Security Act of 1974, as
amended.

     

     “Expiration
Date” has the meaning set forth in Section 10.3(a).

     

     “Financial
Statements” has the meaning set forth in Section 5.16(a).

     

     “Foreign
Plan” has the meaning set forth in Section 5.10(j).

     

    “GAAP”
means accounting principles generally accepted in the United States of America
as in effect on the Closing Date.

     

    “General
Enforceability Exceptions” has the meaning set forth in Section 4.1.

     

    “Governmental
Authority” means any government or political subdivision or regulatory
authority, whether federal, state, local or foreign, or any agency or
instrumentality of any such government or political subdivision or regulatory
authority, or any federal state, local or foreign court or
arbitrator.

     

    “Guarantee”
by any Person means any obligation, contingent or otherwise, of such Person
directly or indirectly guaranteeing or otherwise supporting in whole or in part
the payment of any Indebtedness or other obligation of any other Person and,
without limiting the generality of the foregoing, any obligation, direct or
indirect, contingent or otherwise, of such Person (a) to purchase or pay
(or advance or supply funds for the purchase or payment of) such Indebtedness or
other obligation of such other Person (whether arising by virtue of partnership
arrangements, by agreement to keep well, to purchase assets, goods, securities
or services, to take or pay, or to maintain financial statement conditions or
otherwise) or (b) entered into for the purpose of assuring in any other
manner the obligee of such Indebtedness or other obligations of the payment of
such Indebtedness or to protect such obligee against loss in respect of such
Indebtedness (in whole or in part).  The term “Guarantee”
used as a verb has a correlative meaning.


    
      
        
          Stock
Purchase Agreement

        

         


      

      
        3

        
          

        

      

      
         


      

    

     

    “Hazardous
Material” shall mean any pollutant, toxic substance including asbestos
and asbestos-containing materials, hazardous waste, hazardous material,
hazardous substance, contaminant, petroleum or petroleum-containing materials,
infectious or medical wastes, radiation and radioactive materials, leaded
paints, toxic mold and other harmful biological agents, and polychlorinated
biphenyls as defined in, the subject of, or which could give rise to liability
under any Environmental Law.

     

     “Indebtedness”
of any Person means:  either (a) any liability of such Person
(i) for borrowed money (including the current portion thereof),
(ii) under any reimbursement obligation relating to a letter of credit,
bankers’ acceptance or note purchase facility, (iii) evidenced by a bond,
note, debenture or similar instrument (including a purchase money obligation),
(iv) for the payment of money relating to any lease that is required to be
classified as a capitalized lease obligation in accordance with GAAP,
(v) for all or any part of the deferred purchase price of property or
services (including, without limitation, accounts and trade payables (whether or
not invoiced)), including any “earnout” or similar payments or any non-compete
payments, (vi) under interest rate swap, hedging or similar agreements,
(vii) for income Taxes payable (other than VAT taxes incurred in the
Ordinary Course of Business), (viii) for any deferred compensation or
accrued incentive compensation, or (ix) for any severance payable to
individuals or organizations; or (b) any liability of others described in
the preceding clause (a) that such Person has Guaranteed, that is recourse
to such Person or any of its assets or that is otherwise its legal liability or
that is secured in whole or in part by the assets of such Person.  For
purposes of this Agreement, Indebtedness includes (A) any and all accrued
interest, success fees, prepayment premiums, make whole premiums or penalties
and fees or expenses actually incurred (including attorneys’ fees) associated
with the prepayment of any Indebtedness, (B) all “cut” but uncashed checks
issued by the Company that are outstanding as of the Closing Date,
(C) cash, book or bank account overdrafts and (D) any and all amounts
owed by the Company to any of its Affiliates, including, without limitation, any
of the Seller.

     

    “Indemnified
Party” has the meaning set forth in Section 10.2(a).

     

    “Indemnifying
Party” has the meaning set forth in Section 10.2(a).

     

    “Independent
Arbitrator” has the meaning set forth in Section 2.5(a).

     

     “Information
Systems” means all computer hardware, databases and data storage systems,
computer, data, database and communications networks (other than the Internet),
architecture interfaces and firewalls (whether for data, voice, video or other
media access, transmission or reception) and other apparatus used to create,
store, transmit, exchange or receive information in any form.


    
      
        
          Stock
Purchase Agreement

        

         


      

      
        4

        
          

        

      

      
         


      

    


    “Intellectual
Property” means all of the following that is used in the business of the
Company, along with all income, royalties, damages and payments due or payable
on the Closing Date or thereafter, including, without limitation, damages and
payments for past or future infringements or misappropriations thereof, the
right to sue and recover for past infringements or misappropriations thereof and
any and all corresponding rights that, now or hereafter, may be secured
throughout the world:  (a) patents, patent applications, patent
disclosures and inventions (whether or not patentable and whether or not reduced
to practice) and any reissue, continuation, continuation in part, revision,
extension or reexamination thereof; (b) trademarks, service marks, trade
dress, logos, Internet domain names, trade names and corporate names together
with all goodwill associated therewith, including, without limitation, the use
of the current corporate name and all translations, adaptations, derivations and
combinations of the foregoing; (c) copyrights and copyrightable works;
(d) all registrations, applications and renewals for any of the foregoing;
(e) trade secrets and confidential business information (including, without
limitation, ideas, formulae, compositions, know how, manufacturing and
production processes and techniques, research and development information,
drawings, specifications, designs, plans, proposals, technical data, financial,
business and marketing plans, sales and promotional literature, and customer and
supplier lists and
related information); (f) computer software and websites (including,
without limitation, source code and object code and any data and related
documentation); (g) other intellectual property rights; and (h) all
copies and tangible embodiments of the foregoing (in whatever form or medium),
in each case including, without limitation, the items set forth on Schedule 5.14.

     

    “Investment”
means any equity interest, directly or indirectly, in any Person.

     

    “IRCA” has
the meaning set forth in Section 5.9(d).

     

    “IRS” means
the Internal Revenue Service.

     

     “Law” means
any law, common law, statute, code, ordinance, regulation or other requirement
of any Governmental Authority as well as foreign collective bargaining
agreements and regulations of the employers’ liability insurance
association.

     

    “Leased Real
Property” has the meaning set forth in Section 5.4(b).

     

    “Liability
Claim” has the meaning set forth in Section 10.2(a).

     

    “Liens” has
the meaning set forth in Section 2.1.

     

    “Litigation
Conditions” has the meaning set forth in Section 10.2(b).

     

    “Loss” and
“Losses”
have the meaning set forth in Section 10.1(a).

     

    “Measurement
Period” has the meaning set forth in Section 2.5(a).

     

     “Non-Solicitation
Period” means the 1-year period immediately following the Closing
Date.

     

    “Note” had
the meaning set forth in Section 2.3(a).

     

     “Objections
Statement” has the meaning set forth in Section 2.5(a).

     

     “Order”
means any order, judgment, injunction, award, decree, ruling, charge or writ of
any Governmental Authority.


    
      
        
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Purchase Agreement

        

         


      

      
        5

        
          

        

      

      
         


      

    

     

    “Ordinary Course
of Business” means the ordinary course of business consistent with past
custom and practice (including with respect to quantity and
frequency).

     

    “Party” and
“Parties”
have the meaning set forth in the Preamble.

     

    “Permits”
means any license, permit, authorization, certificate of authority,
accreditation, qualification or similar document or authority that has been
issued or granted by any Governmental Authority.

     

    “Permitted
Exceptions” means (a) Liens for current Taxes, assessments, fees and
other charges by Governmental Authorities that are not due and payable as of the
Closing Date and (b) those matters that are set forth on Schedule 1.1(b).

     

    “Person”
means any individual, sole proprietorship, partnership, corporation, limited
liability company, unincorporated society or association, trust or other entity,
or any division of such Person.

     

     “Purchase
Price” has the meaning set forth in Section 2.3(a).

     

    “Purchaser”
has the meaning set forth in the Preamble.

     

    “Purchaser’s
Advisors” has the meaning set forth in Section 8.1(a).

     

     “Purchaser
Indemnified Party” has the meaning set forth in Section 10.1(a).

     

    “Purchaser
Shares” has the meaning set forth in Section 2.3(a).

     

    “Real
Property” means any and all real property and interests in real property
of the Company, including the Leased Real Property, any real property leaseholds
and subleaseholds, purchase options, easements, licenses, rights to access and
rights of way and any other real property otherwise owned, occupied or used by
the Company.

     

    “Real Property
Leases” has the meaning set forth in Section 5.4(b).

     

    “Release”
shall mean any releasing, spilling, leaking, pumping, pouring, emitting,
emptying, discharging, injecting, escaping, leaching, migrating, disposing or
dumping of a Hazardous Material into the Environment (including, without
limitation, the abandonment or discarding of barrels, containers and other
closed receptacles containing any Hazardous Materials) and any condition that
results in the exposure of a Person to a Hazardous Material.

     

    “Returns”
means all returns, declarations, statements, reports, claims for refund,
information returns and forms relating to Taxes, including any schedule or
attachment thereto, and including any amendment thereof.

     

    “Revenue” means gross revenue of the
Company, including but not limited to the income stream generated by: (i)
commissions, including trail commissions from securities transactions executed
by the individuals listed in Exhibit    ;
and (ii) advisory fees from assets under management and any other advisory
service or services rendered by individuals listed in Exhibit     .


    
      
        
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     “Securities
Act” means the Securities Act of 1933, as amended.

     

    “Seller
Indemnified Party” has the meaning set forth in Section 10.1(b).

     

    “Seller”
has the meaning set forth in the Preamble.

     

     “Shares”
has the meaning set forth in Background Paragraph A.

     

    “Special
Representations” means the representations and warranties listed in
clauses (i), (ii) and (iii) of Section 10.3(a).

     

    “Statement of
Operations” has the meaning set forth in Section 2.5(a).

     

     “Subsidiary”
or “Subsidiaries”
means any Person of which at least 20% of the outstanding shares or other equity
interests having ordinary voting power for the election of directors or
comparable managers of such Person are at the time owned by the Company, by one
or more directly or indirectly wholly or partially owned subsidiaries of the
Company or by the Company and one or more such subsidiaries, whether or not at
the time the shares of any other class or classes or other equity interests of
such Person shall have or might have voting power by reason of the happening of
any contingency.

     

    “Tangible Personal
Property” has the meaning set forth in Section 5.4(c).

     

    “Target
Revenue” means
the 2009 Revenue (as defined herein) of the Company.

     

    “Tax” means
any (a) foreign, United States federal, state, or local net income,
alternative or add-on minimum tax, gross income, gross receipts, sales, use, ad
valorem, value added, transfer, franchise, profits, license, withholding,
payroll, employment, excise, severance, stamp, occupation, premium, property,
environmental or windfall profit tax, custom, duty or other tax, governmental
fee or other like assessment or charge of any kind whatsoever, together with any
interest, penalty, addition to tax or additional amount imposed by any Law or
Taxing Authority, whether disputed or not, (b) any liability for the
payment of any amounts of any of the foregoing types as a result of being a
member of an affiliated, consolidated, combined or unitary group, or being a
party to any agreement or arrangement whereby liability for payment of such
amounts was determined or taken into account with reference to the liability of
any other Person and (c) any liability for the payment of any amounts of
any of the foregoing types as a result of being a party to any agreements or
arrangements (whether or not written) or with respect to the payment of any
amounts of any of the foregoing types as a result of any express or implied
obligation to indemnify any other Person.

     

    “Tax
Matter” means any inquiries, claims, assessments, audits or similar
events with respect to Taxes of the Company.

     

    “Tax
Period” means any Tax period ending on or before January 1,
2010.


    
      
        
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    “Taxing
Authority” means any Governmental Authority responsible for the
administration or imposition of any Tax.

     

    “Third Party
Claim” has the meaning set forth in Section 10.2(b).

     

    “Threat of
Release” shall mean a substantial likelihood of a Release that requires
action to prevent or mitigate damage or injury to health, safety or the
Environment that might result from such Release.

     

    “Transfer
Taxes” has the meaning set forth in Section 7.2.

     

    II.  PURCHASE
AND SALE

     

    2.1.         Purchase
and Sale of the Shares.  At the Closing,
the Purchaser shall purchase (or cause to be purchased) from the Seller, and the
Seller shall sell, transfer, assign, convey and deliver to the Purchaser, all of
the Shares, free and clear of any mortgage, pledge, hypothecation, rights of
others, claim, security interest, encumbrance, title defect, title retention
agreement, voting trust agreement, interest, option, lien, charge or similar
restrictions or limitations (collectively, “Liens”).

     

    2.2.         Retained
Assets.  The Parties agree
that the Company shall have the right, at or prior to the Closing, to distribute
all of the cash of the Company, without adjustment to the Purchase
Price.

     

    2.3.         Purchase
Price.

     

    (a)           In
full consideration for the transfer of the Shares, at the Closing, the Purchaser
shall pay (or cause to be paid) to the Seller an aggregate amount equal to
$1,950,000 (or such lesser amount resulting from deductions, if any, pursuant to
this Section 2.3(a))
consisting of:  (i) $1,400,000 in cash (the “Cash
Proceeds”) minus any and all
outstanding Indebtedness of the Company as of the Closing Date,  which
is referred to herein as the “Cash Purchase
Price”; and (ii) $550,000 payable under a promissory note,
substantially in the form attached hereto as Exhibit A
(a “Note”)
(the Note together with the Cash Purchase Price, the “Purchase
Price”)

     

    (b)           At
the Closing, the Purchaser shall pay (or cause to be paid) (i) to the
Persons entitled thereto, all of the Indebtedness of the Company to the extent
it is to be repaid in connection therewith as determined by the
Purchaser.

     

    2.4.         Payment
of the Purchase Price.  On the Closing
Date, the Purchaser shall (a) pay to the Seller the Cash Purchase Price by
bank wire transfer of immediately available funds to the account(s) listed
on
Schedule 2.4, and (b) deliver to the Seller the
Note.


    
      
        
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    2.5.         Adjustments
to the Notes.

     

    (a)           Statement of Operations
Calculation.  Within 45 days after the period beginning on
the Closing Date and ending on the last day of the month 12 months thereafter
(the ”Measurement
Period”), the Purchaser shall cause to be prepared and delivered to the
Seller a statement of operations of the Company (the “Statement of
Operations”) for the Measurement Period, determined in accordance with
GAAP.  The Statement of Operations shall include a
(A) calculation of the Company’s revenue for the Measurement Period (“Company’s
Revenue”), and (B) written determination of whether the Company
achieved the Target Revenue for the Measurement Period.  If the Seller
has any objections to the Statement of Operations for the Measurement Period,
the Seller shall deliver to the Purchaser a statement setting forth its
objections thereto, including supporting calculations and documentation (an
“Objections
Statement”).  If an Objections Statement is not delivered to
the Purchaser within 30 days after delivery of the Statement of Operations
for such Measurement Period, the Statement of Operations shall be final, binding
and non-appealable by the Parties.  The Seller, on the one hand, and
the Purchaser, on the other hand, shall negotiate in good faith to resolve any
such objections, but if they do not reach a final resolution within 30 days
after the delivery of an Objections Statement, then the Seller and the Purchaser
shall submit such dispute for resolution to an independent accounting firm (the
“Independent
Arbitrator”) mutually appointed by the Seller, on the one hand, and the
Purchaser, on the other hand.  If the Seller, on the one hand, and the
Purchaser, on the other hand, cannot agree on the identity of the Independent
Arbitrator, then they shall select the Independent Arbitrator from a list of
regional accounting firms that maintain offices in the New York City, New York;
provided, however, no firm
selected shall have (or have had) a material relationship with the Seller, the
Purchaser or their respective Affiliates.  If either the Seller, on
the one hand, or the Purchaser, on the other hand, fail to cooperate in
selecting the Independent Arbitrator, the cooperating Party may apply to the
American Arbitration Association office located in Columbus, Ohio, which office
shall have the power to designate the Independent Arbitrator.  The
Seller and the Purchaser shall use their commercially reasonably efforts to
cause the Independent Arbitrator to resolve all disagreements as soon as
practicable.  The resolution of the dispute by the Independent
Arbitrator, or any written agreement of the Seller and the Purchaser as to the
resolution of such dispute, shall be final and binding on, and non-appealable
by, the Parties.  The costs and expenses of the Independent Arbitrator
shall be allocated between the Purchaser, on the one hand, and the Seller, on
the other hand, based upon the percentage that the portion of the contested
amount not awarded to each Party bears to the amount actually contested by such
Party.  For example, if the Seller claims Company’s Revenue for the
Measurement Period is $1,000 greater than the amount determined by the
Purchaser, and the Purchaser contests only $500 of the amount claimed by the
Seller, and if the Independent Arbitrator ultimately resolves the dispute by
awarding the Seller $300 of the $500 contested, then the costs and expenses of
arbitration will be allocated 60% (i.e., 300 ÷ 500) to the Purchaser and 40%
(i.e., 200 ÷ 500) to the Seller.

     

    (b)Adjustments.  If
the Company’s Revenue as finally determined pursuant to Section 2.5(a)
(“Final
Revenue”) for the Measurement Period is less than Ninety percent (95%) of
the Target Revenue for the Measurement Period, then the principal amount of the
Note shall decrease pro rata in an amount equal to the difference of
(i) Target Revenue minus (ii) Final
Revenue, for the Measurement Period (the “Revenue
Shortfall”).  However, the adjustment to the Purchase Price is
limited to the amount of the face value of the Note.  For the
avoidance of doubt, the Revenue Shortfall is capped at the face value of the
Note.


    
      
        
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    (c)           Access.  After
delivery of the Statement of Operations, and solely in connection therewith, the
Purchaser shall permit the Seller and their representatives to have reasonable
access to the books, records and other documents (including work papers)
pertaining to or used in connection with preparation of the Statement of
Operations, and shall provide the Seller with copies thereof as reasonably
requested by the Seller.  The Seller and their representatives may
make inquiries of the Purchaser and the Company and their respective employees,
accountants and representatives regarding the Statement of Operations arising in
the course of their review thereof, and the Purchaser shall use, and shall cause
the Company to use, their commercially reasonable efforts to cause any such
employees, accountants and representatives to cooperate with and respond to such
inquiries.

     

    2.6         Certain Commission
Payments. Commission payments due and payable to the Company attributable
to sale transactions consummated prior to the Closing Date but collected by the
Company after the Closing Date shall be paid to the Seller by the Company when
collection is made by the Company in accordance with the Company’s past
practice.

     

    III.           CLOSING,
DELIVERIES AND OTHER ACTIONS

     

    3.1.         Time and
Place of Closing.  The closing of
the transactions contemplated hereby (the “Closing”)
shall take place remotely via the exchange of documents and signatures on the
second business day after satisfaction or waiver of the conditions (excluding
conditions that, by their terms, cannot be satisfied until the Closing Date but
subject to the satisfaction or waiver of those conditions) set forth in Article IX,
or in such other manner and such other time as the Purchaser and the Seller
shall agree in writing.  The proposed Closing Date is February 26,
2010, however, the date on which the Closing actually occurs is referred to
herein as the “Closing
Date”.

     

    3.2.         Deliveries
by the Seller.  At the Closing,
the Seller shall deliver, or cause to be delivered, to the Purchaser the
following items:

     

    (a)           (i) stock
certificates representing all of the Shares with duly executed stock powers
attached in proper form for transfer to the Purchaser and (ii) any other
documents that are necessary to transfer to the Purchaser good and valid title
to the Shares free and clear of any Liens, with any necessary transfer tax
stamps affixed or accompanied by evidence that all stock transfer taxes have
been paid;

     

    (b)           a
receipt, duly executed by the Seller, evidencing receipt by the Seller of the
Purchase Price;

     

    (c)           release,
in the form of Exhibit D,
duly executed by the Seller;

     

    (d)           copies
of the Certificate of Incorporation (or equivalent document) of the Company,
certified by the secretary of state of its jurisdiction of incorporation, and
copies of the Bylaws (or equivalent document) of the Company, certified by an
officer of the Company;

     

    (e)           the
original corporate record books and stock record books of the Company, and all
books and records (including data stored on discs, tapes or other media) related
to the Company’s business, including, to the extent available, all current and
historical financial, accounting and Tax records);

     

    (f)           all
of the Consents listed on Schedules 4.4
and 5.4(b);


    
      
        
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    (g)           certificates
of the Seller required pursuant to Sections 9.1(c)
and (f);

     

    (h)           a
certificate of the Seller, dated as of the Closing Date, setting forth in
sufficient detail (i) all Indebtedness of the Company (other than accounts
and trade payables not yet invoiced as of the Closing Date, which accounts and
trade payables shall remain a liability of the Seller, as of the Closing
Date;

     

    (i)           
a certificate of the Seller, dated as of the Closing Date, certifying in
sufficient detail the Revenue of the Company for the 12 months ending on the
last day of the month immediately preceding the Closing Date, which Revenue must
equal or exceed $_________;

     

    (j)           
written resignations of each director and officer of the Company;
and

     

    (k)           such
other documents and instruments as the Purchaser reasonably requests to
consummate the transactions contemplated hereby.

     

    3.3.         Deliveries
by the Purchaser.  At the Closing,
the Purchaser shall deliver, or cause to be delivered, to the Seller (unless
otherwise indicated herein) the following items:

     

    (a)           the
Purchase Price payable as set forth in Section 2.5.

     

    (b)           a
certificate of the Purchaser required pursuant to Sections
9.2(c); and

     

    (c)           such
other documents and instruments as the Seller reasonably request to consummate
the transactions contemplated hereby.

     

    IV.  REPRESENTATIONS
AND WARRANTIES OF THE SELLER

     

    The
Seller hereby severally represents and warrants to the Purchaser as
follows:

     

    4.1.         Existence
and Good Standing.  The Seller is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Florida and is duly authorized, qualified or licensed to do
business as a foreign corporation in each of the jurisdictions in which the
Company is required to be so qualified.

     

    4.2.        
Authority,
Validity and Effect.  The Seller has
all requisite authority and full legal capacity to enter into and perform its
obligations under this Agreement and any Ancillary Agreement to which such
Seller is a party and to consummate the transactions contemplated herein and
therein.  This Agreement and such Ancillary Agreements have been duly
executed and delivered the Seller pursuant to all necessary authorization and
are the legal, valid and binding obligation of Seller, enforceable against
Seller in accordance with their terms, subject to applicable bankruptcy,
insolvency, reorganization, moratorium, liquidation, fraudulent conveyance and
other similar Laws and principles of equity affecting creditors’ rights and
remedies generally (the “General
Enforceability Exceptions”).  No further action on the part of
Seller is or will be required in connection with the transactions contemplated
by this Agreement or the Ancillary Agreements.


    
      
        
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    4.3.         Title to
Shares.  The Seller
(a) is the record and beneficial owners of the Shares as set forth on Schedule 5.3,
(b) has full power, right and authority, and any approval required by Law,
to make and enter into this Agreement and to sell, assign, transfer and deliver
the Shares to the Purchaser, and (c) has good and valid title to the Shares
free and clear of all Liens.  Upon the consummation of the
transactions contemplated by this Agreement in accordance with the terms hereof,
at the Closing, the Purchaser will acquire good and valid title to the Shares as
of the Closing Date, free and clear of all Liens, other than Liens created by
the Purchaser.

     

    4.4.         No
Conflict.  Neither the
execution of this Agreement or the Ancillary Agreements, nor the performance by
the Seller of its obligations hereunder or thereunder will (a) violate or
conflict with the Certificate of Incorporation (or equivalent document) or the
Bylaws (or equivalent document) of the Company, or any Law or Order,
(b) violate, conflict with or result in a breach or termination of, or
otherwise give any Person additional rights or compensation under, or the right
to terminate or accelerate, or constitute (with notice or lapse of time, or
both) a default under the terms of any note, deed, mortgage, or Contract or oral
understanding to which the Company, or Seller is a party or by which any of its
assets or properties are bound, (c)  result in the creation or imposition
of any Lien with respect to, or otherwise have an adverse effect upon, the
Shares or any of the assets or properties of the Company or any Seller, or
(d) invalidate or adversely affect any Permit required for the conduct of
the businesses of the Company, including, without limitation, any business
license.

     

    4.5.         Consents.  Except as set
forth on Schedule 4.4,
no Consent of any third party or Governmental Authority is required in
connection with the execution and delivery by the Seller of this Agreement or
the Ancillary Agreements to which Seller is a party, or the consummation of the
transactions contemplated hereby or thereby.

     

    4.6.         Litigation.  There is no Order
and no Action pending, or to the Company’s Knowledge, threatened against any
Seller that would give any Person the right to enjoin or rescind the
transactions contemplated by this Agreement or otherwise prevent Seller from
complying with the terms of this Agreement.

     

    4.7.         Brokers.  No Person has
acted directly or indirectly as a broker, finder or financial advisor for the
Company or Seller in connection with the negotiations relating to the
transactions contemplated by this Agreement for which the Purchaser or the
Company will become obligated to pay a fee or commission.

     

    V.  REPRESENTATION
AND WARRANTIES RELATING TO THE COMPANY

     

    Seller
hereby, jointly and severally, represents and warrants to the Purchaser as
follows:

     

    5.1.         Existence
and Good Standing.  The Company is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Pennsylvania and is duly authorized, qualified or licensed to do
business as a foreign corporation in each of the jurisdictions in which the
Company is required to be so qualified.

     

    5.2.         Power.  The Company has
the necessary power and authority to (a) own, operate and lease its
properties and assets as and where currently owned, operated and leased and
(b) carry on its business as currently conducted.


    
      
        
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    5.3          Capitalization
of the Company.  The authorized
capital stock of the Company consists of 2,000 shares of common stock, par value
$10.00 per share, of which 1,000 shares are issued and outstanding, free and
clear of all Liens.  All such issued and outstanding Shares are duly
authorized, validly issued, fully paid and nonassessable.  None of the
Shares were issued or will be transferred under this Agreement in violation of
any preemptive or preferential rights of any Person. There are no options,
warrants, calls, subscriptions, conversions or other similar rights, agreements
or commitments to acquire from either Company or the Shareholders any shares of
capital stock or any other securities convertible into, exchangeable for or
evidencing the right to subscribe for any shares of capital stock of either
Company; none of the Shares are subject to any restrictions on transfer thereof;
and each Shareholder has the full power and authority to convey, and will convey
to Purchaser at Closing, good and marketable title to such
Shareholder’s  Shares, free and clear of all Liens.

     

    5.4.             Property.

     

    (a)     Real
Property.  The Company does not own any real
property.  The Company has one office lease.

     

    (i)     Fixed
Assets; Personal Property Leases.  Schedule 5.4 of the Disclosure
Statement contains a true, complete and correct list and brief description
of the fixed assets of the Company including equipment, computers,
furniture, leasehold improvements, vehicles and other items of personal property
owned, used or leased by the Company and all interests therein which are part of
the Company’s assets (“Fixed Assets”).  The Company has good, valid
and marketable title to its Fixed Assets, free and clear of any and all Liens,
except for those Liens set forth on Schedule (i)(i) of the Disclosure Statement.
All of the Fixed Assets are in good operating condition, state of maintenance
and repair and working order, subject to normal wear and tear.

     

    (b)       Schedule (a)(i)(b) of
the Disclosure Statement sets forth a list (including, without limitation, all
amendments) of all leases relating to personal property (the “Personal Property
Leases”), including, without limitation, the dates of the Personal Property
Leases, the personal property leased thereunder, the name of the lessees and
lessors, the commencement date and expiration date of such Personal Property
Leases, the annual rent payable by the lessee under such Personal Property
Leases, the security deposited with the lessor or sublessor under any such
Personal Property Lease and the amount of the purchase option under any such
Personal Property Lease.  Attached to Schedule (a)(i)(b) of
the Disclosure Statement are true, correct and complete copies of the Personal
Property Leases.  The Personal Property Leases are in full force and
effect and to the best knowledge of the Shareholders are enforceable in
accordance with their respective terms with respect to the counterparties
thereto.  Except as set forth in Schedule (a)(i)(b) of
the Disclosure Statement, the Personal Property Leases have not been amended or
modified.  The Company has not assigned, pledged or otherwise
transferred, or subjected, by consent or sufferance, to any Lien, any of its
rights under any Personal Property Lease and the Company has not granted any
rights to sublet any Personal Property Lease.  The Company is in
possession of all the personal property that is subject to the Personal Property
Leases.  No event has occurred or failed to occur which (with the
giving of notice or the passage of time or both) would constitute a default
under any Personal Property Lease, and to the knowledge of the Shareholders no
such default is threatened.  No lessor or lessee under any Personal
Property Lease has notified the Company or the Shareholders of the exercise of
any option or right to:  (i) cancel or terminate such Personal
Property Lease or shorten the term thereof; (ii) lease additional personal
property; or reduce or relocate the personal property leased under such Personal
Property Lease; (iii) purchase any personal property subject to a Personal
Property Lease; or (iv) renew or extend such Personal Property
Lease.  The Company’s equipment and other personal property (whether
leased or owned) are in good operating condition and repair, subject to ordinary
wear and tear.


    
      
        
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    5.5.         Litigation.  Except as set
forth on Schedule 5.5, there are no actions, suits or legal, administrative,
arbitration or other proceedings or governmental investigations (collectively,
the "Litigation") pending
or, to the knowledge of the Seller, threatened against the Company before or by
any federal, state, municipal or other governmental department, commission,
board, bureau, agency or instrumentality, domestic or foreign and no basis
exists for any such action.  The Company is not a party to or subject
to the provisions of any judgment, order, writ, injunction, decree or award of
any court, arbitrator or governmental or regulatory official, body or
authority.  Neither the Seller nor the Company is engaged in, a party
to or, to the knowledge of the Seller, threatened with any suit, action or
legal, administrative, arbitration or other proceeding or governmental
investigation which, if adversely determined, would adversely affect or impede
the validity of this Agreement, the Ancillary Agreements or any of the
transactions contemplated hereby or thereby.

     

    5.6.         Compliance
with Laws.  The Company is
now, and has been at all times during the previous five years, in compliance
with all Laws and Orders, including, without limitation, those respecting
(a) investment advisory services, (b) labor relations or employment
matters and related foreign social security laws, (c) zoning,
(d) delivery practices and procedures, and (e) intellectual
property.  To the Company’s Knowledge, no proposed Law or Order exists
that would be applicable to the Company and that would materially adversely
affect any assets, properties, liabilities, operations or prospects of the
Company.  Neither the Company nor the Seller has received any
notification or communication from any Governmental Authority threatening to
revoke any Permit owned or held by the Company.

     

    5.7.         Necessary
Property.  The assets and
properties currently owned, leased or licensed by the Company, constitute all of
the assets and properties used in or necessary to conduct the business of the
Company as it is currently conducted and proposed to be conducted.

     

    5.8.         Conduct
of Business.  Since November
12, 2009, the business and operations of the Company have been conducted in the
Ordinary Course of Business and there has not been any materially adverse change
in the operation of the business or the performance or financial condition of
the Company.


    
      
        
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    5.9.         Labor
Matters.

     

    (a)           Union and Employee
Contracts.  (i) The Company is not a party to or bound by
any union contract, collective bargaining agreement or other similar type of
contract; (ii) the Company has not agreed to recognize any union or other
collective bargaining representative; and (iii) no union or collective
bargaining representative has been certified as representing any employees of
the Company and no organizational attempt has been made or threatened by or on
behalf of any labor union or collective bargaining representative with respect
to any employees of the Company.  Neither the Company nor any of its
predecessors has experienced any labor strike, dispute, slowdown or stoppage or
any other material labor difficulty during the past five years and to the
Company’s Knowledge there are no facts or circumstances that might lead to any
such labor dispute.

     

    (b)           List of Employees,
Etc.  Schedule 5.9(b)
sets forth a list of all officers, directors, employees (which term shall
include any managing director), consultants and independent contractors of the
Company, the rate of all regular and special compensation payable to each such
Person in any and all capacities and any regular or special compensation that
will be payable to each such Person in any and all capacities other than the
then current accrual of regular payroll compensation, and any potentially
existing change-in-control clause.  Except as set forth on Schedule 5.9(b),
the Company does not employ any employee who cannot be dismissed immediately,
whether currently or immediately after the transactions contemplated by this
Agreement and the Ancillary Agreements, without notice or cause and without
further liability to the Company.  To the Company’s Knowledge, no
employee of the Company intends to terminate his or her employment relationship
with the Company.

     

    (c)           WARN
Act.  With respect to the employees of the Company, during the
last twelve months, there has been no mass layoff, plant closing, or shutdown
that implicates the Worker Adjustment Retraining & Notification Act of 1988,
as amended, or any similar Law.

     

    (d)           IRCA.  To
the Company’s Knowledge, all current employees of the Company who work in the
United States are, and all former employees of the Company who worked in the
United States whose employment terminated, voluntarily or involuntarily, within
the previous three years, were legally authorized to work in the United
States.  The Company has completed and retained the necessary
employment verification paperwork under the Immigration Reform and Control Act
of 1986 (“IRCA”) for
all employees.  Further, at all times, the Company was in material
compliance with both the employment verification provisions (including the
paperwork and documentation requirements) and the anti-discrimination provisions
of IRCA.

     

    (e)           Unemployment, Social
Security and Other Benefits.  The Company is not liable for any
payment to any trust or other fund or to any Governmental Entity, with respect
to unemployment compensation benefits, social security or other benefits or
obligations for employees (other than routine payments to be made in the
ordinary course of business and consistently with past
practice).  There are no pending claims against the Company under any
workers compensation plan or policy or for long term disability.

     

    (f)           Manuals, Handbooks,
Policies, Etc.  True and complete copies have been made
available to the Purchaser of the material written personnel manuals, handbooks,
policies, rules or procedures applicable to any employee of the
Company.


    
      
        
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    (g)           Compliance and
Investigations.  The Company is not a party to, or otherwise
bound by, any consent decree with, or citation by, any Governmental Entity
relating to employees or employment practices.  Neither the Company
nor any of its executive officers has received within the past five years any
notice of intent by any Governmental Entity responsible for the enforcement of
labor or employment laws to conduct an investigation relating to the Company or
any of its Subsidiaries and, to the Company’s Knowledge, no such investigation
is in progress.

     

    (h)           Effect of Execution and
Delivery.  None of the execution and delivery of this Agreement
or the consummation of any transaction contemplated hereby or any termination of
employment or service in connection therewith or subsequent thereto will
(i) result in any payment (including severance, unemployment compensation,
golden parachute, bonus or otherwise) becoming due to any Person,
(ii) materially increase any benefits otherwise payable by the Company,
(iii) result in the acceleration of the time of payment or vesting of any
such benefits, (iv) increase the amount of compensation due to any Person,
or (v) result in the forgiveness in whole or in part of any outstanding
loans made by the Company to any Person.

     

    (i)           Effect of Other
Agreements.  To the Company’s Knowledge, no current employee or
current officer or director of the Company is a party to, or is otherwise bound
by, any agreement or arrangement, including any confidentiality, non-competition
or proprietary rights agreement, between such employee, officer or director and
any other Person that in any way materially and adversely affects (i) the
performance of his or her duties as an employee, officer or director of the
Company or (ii) the ability of the Company to conduct the business now
being conducted by it.

     

    5.10.       Employee
Benefit Plans.

     

    (a)           Schedule 5.10(a)
sets forth a complete list of (i) all “employee benefit plans,” as defined
in Section 3(3) of ERISA, (ii) all other severance pay, salary
continuation, bonus, incentive, stock option, enhanced redundancy or other
severance schemes, share incentive schemes, share option schemes, bonus or
profit sharing schemes, retirement, pension, profit sharing or deferred
compensation plans, contracts, programs, funds or arrangements of any kind, and
(iii) all other employee benefit plans, contracts, programs, funds or
arrangements (whether written or oral, qualified or nonqualified, funded or
unfunded, foreign or domestic, currently effective or terminated) and any trust,
escrow or similar agreement related thereto, whether or not funded, in respect
of any present or former employees, directors, officers, shareholders,
consultants, or independent contractors of the Company that are sponsored or
maintained by the Company or any member of the Controlled Group or with respect
to which the Company or any member of the Controlled Group has made or is
required to make payments, transfers, or contributions (all of the above being
hereinafter individually or collectively referred to as an “Employee
Plan” or “Employee
Plans”, respectively).  The Company has no liability with
respect to any plan, arrangement or practice of the type described in the
preceding sentence other than the Employee Plans.

     

    (b)           True
and complete copies of the following materials have been delivered or made
available to the Purchaser:  (i) all current and prior plan
documents for each Employee Plan or, in the case of an unwritten Employee Plan,
a written description thereof, (ii) all determination letters from the IRS
with respect to any of the Employee Plans, (iii) all current and prior
summary plan descriptions, summaries of material modifications, annual reports,
and summary annual reports with respect to the Employee Plans, (iv) all
current and prior trust agreements, insurance contracts, and other documents
relating to the funding or payment of benefits under any Employee Plan, and
(v) any other documents, forms or other instruments relating to any
Employee Plan reasonably requested by the Purchaser.


    
      
        
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    (c)           Each
Employee Plan has been maintained, operated, and administered in compliance with
its terms and any related documents or agreements and in compliance with all
applicable Laws.  There have been no prohibited transactions or
breaches of any of the duties imposed on “fiduciaries” (within the meaning of
Section 3(21) of ERISA) by ERISA with respect to the Employee Plans that
could result in any liability or excise Tax under ERISA or the Code being
imposed on the Company.  All contributions, transfers and payments in
respect of any Employee Plan, other than transfers incident to an incentive
stock option plan within the meaning of Section 422 of the Code, have been
or are fully deductible under the Code.  There is no pending or
threatened assessment, Action, complaint, proceeding, or investigation of any
kind before any Governmental Authority with respect to any Employee Plan (other
than routine claims for benefits), nor is there any basis for
one.  The Company has reserved all rights necessary to amend or
terminate each of the Employee Plans without the consent of any other
Person.

     

    (d)           Each
Employee Plan intended to be qualified under Section 401(a) of the Code is
so qualified and has been determined by the IRS to be so qualified, and each
trust created under any Employee Plan has been determined by the IRS to be
exempt from Tax under the provisions of Section 501(a) of the Code, and
nothing has occurred since the date of any such determination that could
reasonably be expected to give the IRS grounds to revoke such
determination.

     

    (e)           With
respect to each group health plan benefiting any current or former employee of
the Company or any member of the Controlled Group that is subject to
Section 4980B of the Code, the Company and each member of the Controlled
Group has complied with the continuation coverage requirements of
Section 4980B of the Code and Part 6 of Subtitle B of
Title I of ERISA.  No Employee Plan is or at any time was funded
through a “welfare benefit fund” as defined in Section 419(e) of the Code,
and no benefits under any Employee Plan are or at any time have been provided
through a voluntary employees’ beneficiary association (within the meaning of
subsection 501(c)(9) of the Code) or a supplemental unemployment benefit
plan (within the meaning of Section 501(c)(17) of the Code).

     

    (f)           All
(i) insurance premiums required to be paid with respect to,
(ii) benefits, expenses, and other amounts due and payable under, and
(iii) contributions, transfers, or payments required to be made to, any
Employee Plan prior to the Closing Date will have been paid, made or accrued on
or before the Closing Date.  With respect to any insurance policy
providing funding for benefits under any Employee Plan, (A) there is no
liability of the Company, in the nature of a retroactive rate adjustment, loss
sharing arrangement, or other actual or contingent liability, nor would there be
any such liability if such insurance policy was terminated on the Closing Date,
and (B) no insurance company issuing any such policy is in receivership,
conservatorship, liquidation or similar proceeding and, to the Company’s
Knowledge, no such proceedings with respect to any insurer are
imminent.


    
      
        
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    (g)           No
Employee Plan provides benefits, including, without limitation, death or medical
benefits, beyond termination of service or retirement other than
(i) coverage mandated by Law, or (ii) death or retirement benefits
under any Employee Plan that is intended to be qualified under
Section 401(a) of the Code.

     

    (h)           The
execution and performance of this Agreement and the Ancillary Agreements will
not (i) constitute a stated triggering event under any Employee Plan that
will result in any payment (whether of severance pay or otherwise) becoming due
from the Company to any current or former officer, employee, director or
consultant (or dependents of such Persons), or (ii) accelerate the time of
payment or vesting, or increase the amount of compensation due to any current or
former officer, employee, director or consultant (or dependents of such Persons)
of the Company.  No amount that could be received (whether in cash or
property or the vesting of property) as a result of any of the transactions
contemplated by this Agreement by any employee, officer or director of the
Company or any of its affiliates who is a “disqualified individual” (as such
term is defined in Treasury Regulation Section 1.280G-1) under any
employment, severance or termination agreement, other compensation arrangement
or Employee Plan currently in effect would be characterized as an “excess
parachute payment” (as such term is defined in Section 280G(b)(1) of the
Code).

     

    (i)           All
Employee Plans subject to Section 409A of the Code comply in both form and
operation with Section 409A of the Code and the rules and regulations
thereunder.

     

    (j)           The
term “Foreign
Plan” shall mean any Employee Plan that is maintained outside of the
United States.  The Company does not currently maintain, contribute to
or is not otherwise obligated under, nor in the past has it maintained,
contributed to or was otherwise obligated under, any Foreign Plans.

     

    5.11.       Environmental.  Except as set
forth on Schedule 5.11,
the Company is presently and has been at all times in material compliance with
all Environmental Laws applicable to the Real Property, formerly owned, leased
or operated locations, or its business, and there exists no Environmental
Conditions that require reporting, investigation, assessment, cleanup,
remediation or any other type of response action pursuant to any Environmental
Law or that could be the basis for any liability of any kind pursuant to any
Environmental Law.

     

    5.12.       Contracts.  Schedule 5.12
sets forth all of the Contracts, including, without limitation, any contract,
agreement, lease, instrument, guarantee, bid, order or proposal to which the
Company is a party or to which any of the assets of the Company are bound,
(a) governing the borrowing of money or the Guarantee or the repayment of
Indebtedness of the Company or granting of Liens on any property or asset of the
Company (including any such contract under which the Company has incurred any
Indebtedness); (b) providing for the employment of any Person;
(c) containing covenants limiting the freedom of the Company to compete in
any line of business or with any Person or in any geographic area or market;
(d) for the use of or restricting the use of the Intellectual Property;
(e) with any shareholders, directors, officers, employees of the Company or
its respective Affiliates or Affiliates of any Seller; (f) providing for
the purchase, maintenance or acquisition, or the sale or furnishing, of
materials, supplies, merchandise, equipment or services (including, without
limitation, computer hardware or software or other property or services) in
excess of $10,000; (g) granting to any Person a first refusal, first offer
or similar preferential right to purchase or acquire any right, asset or
property of the Company; (h) pertaining to the lease of equipment or other
personal property; (i) providing for any offset, countertrade or barter
arrangement; (j) involving a distributor, sales representative, broker,
franchise or advertising arrangement; (k) involving a joint venture;
(l) involving management services, consulting services, support services or
any other similar services, including, without limitation, service agreements
under which the Company is required to provide services to insurers, self
insured employees or any governmental or private health plan, managed care plan
or other similar Person; (m) involving the acquisition of any business
enterprise whether via stock or asset purchase or otherwise; or (n) any
other material contract or agreement.


    
      
        
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    5.13.       Permits.  Schedule 5.13
sets forth a true and complete list and description of all Permits issued to the
Company and used in the conduct of its business.  The Company is in
compliance with the terms of such Permits, and all such Permits are in full
force and effect.  There is no pending or, to the Company’s Knowledge,
threatened termination, expiration or revocation of any such
Permits.  Neither the execution of this Agreement or the Ancillary
Agreements, nor the performance by the Seller of its obligations hereunder or
thereunder will invalidate or adversely affect any such
Permits.  Except as set forth on Schedule 5.13,
there are no other Permits that are necessary or required for the conduct of the
business of the Company.

     

    5.14.       Intellectual
Property.

     

    (a)           Schedule 5.14
sets forth, with the application number, application date, registration/issue
number, registration/issue date, title or mark, country or other jurisdiction
and owner(s), as applicable, a complete and correct list of all the following
Intellectual Property:  (i) Patents; (ii) registered
Trademarks and applications therefor; (ii) registered Copyrights and
applications therefor; and (iv) Internet domain names.  Any and
all renewal and maintenance fees, taxes, annuities or other fees payable in
respect of the Intellectual Property and due before the Closing have been paid
in full through the Closing, and except as set forth on Schedule 5.14,
no such fees are due in the two-month period after the Closing.  All
actions required to record each owner throughout the entire chain of title of
all of the Intellectual Property required to have been listed on Schedule 5.14
with each applicable Governmental Authority up through the Closing Date, have
been taken, including payment of all costs, fees, taxes and expenses associated
with such recording activities.

     

    (b)           Except
as set forth on Schedule 5.14,
(i) the Company owns and possesses all right, title and interest in and to
the Intellectual Property, free and clear of all Liens; (ii) the Company
has the sole and exclusive right to use the Intellectual Property for the life
thereof; (iii) no claim by any Person contesting the validity,
enforceability or ownership of any of the Intellectual Property has been made,
is currently outstanding or, to the Company’s Knowledge, is threatened and there
are no grounds for the same; (iv) no loss or expiration of any part of the
Intellectual Property is pending or reasonably foreseeable; (v) neither the
Company nor any Seller has received any notices of, and is not aware of any
facts that indicate a likelihood of, any infringement or misappropriation by, or
conflict with, any Person with respect to the Intellectual Property; and
(vi) the Company has not infringed, misappropriated or otherwise conflicted
with any intellectual property rights or other rights of any Person and neither
the Company nor any Seller is aware of any infringement, misappropriation or
conflict that will occur as a result of the continued operation of the business
of the Company, nor has the Company or any Seller received any demand or request
that the Company license any rights from any Person.


    
      
        
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    (c)           The
Intellectual Property comprises all of the intellectual property rights used in
or necessary for the operation of the business of the Company as conducted or
proposed to be conducted.  The transactions contemplated by this
Agreement and the Ancillary Agreements will have no adverse effect on the
Company’s right, title and interest in and to the Intellectual
Property.  The Company has taken all necessary action to maintain and
protect the Intellectual Property so as to not adversely affect the validity or
enforceability of the Intellectual Property.  To the Company’s
Knowledge, the owners of any intellectual property licensed to the Company have
taken all necessary and desirable action to maintain and protect that portion of
the intellectual property subject to such licenses.  Except pursuant
to a Contract set forth on Schedule 5.12,
the Company has not licensed or otherwise granted any right to any Person under
any Intellectual Property owned by the Company or has otherwise agreed not to
assert any such Intellectual Property against any Person.

     

    5.15.       Insurance.  Schedule 5.15
sets forth a true and complete list and brief description (including all
applicable premiums and deductibles) of all policies of, and binders evidencing,
life, fire, workmen’s compensation, product liability, general liability and
other forms of insurance, including title insurance, owned or maintained by the
Company.  Such policies are in full force and effect, and the Company
is not in default under any of them.  No notice of cancellation or
termination or non renewal has been received with respect to any such
policy.  During the last three years, the Company has not been refused
any insurance with respect to its business or its assets, nor has coverage been
limited by any insurance carrier to which the Company has applied for insurance
or with which the Company has carried insurance.  No event relating to
the Company has occurred that could reasonably be expected to result in a
retroactive upward adjustment in premiums under any of the insurance policies
set forth on Schedule 5.15.  The
insurance maintained by the Company is sufficient to comply with all applicable
Laws and Contracts to which the Company is a party.  No insurance
carrier providing insurance to the Company is in receivership, conservatorship,
liquidation or similar proceedings, and to the Company’s Knowledge, no such
proceeding with respect to any such carrier is imminent.

     

    5.16.       Financial
Statements.

     

    (a)           Schedule 5.16(a)
sets forth true and complete copies of the unaudited balance sheets of the
Company, as a standalone entity, as of December 2009, and the related unaudited
statements of income, retained earnings and cash flows for such fiscal years
then ended (collectively, the “Financial
Statements”).

     

    (b)           The
Financial Statements present fairly, in all material respects, the financial
position, results of operations, shareholders’ equity and cash flows of the Company at the
dates and for the time periods indicated and have been prepared in accordance
with GAAP (except as otherwise stated therein) consistently applied throughout
the periods indicated and reviewed by the management of the
Company.  The Company’s internal controls and procedures are
sufficient to ensure that the Financial Statements are accurate in all material
respects.  The Financial Statements were derived from the books and
records of the Company, which are accurate and complete and there are no
material inaccuracies or discrepancies of any kind contained or reflected
therein.


    
      
        
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    5.17.       Undisclosed
Liabilities.  The Company has
no liabilities (whether accrued, absolute, contingent, unliquidated or
otherwise, whether due or to become due, whether known or unknown, regardless of
when asserted) arising out of transactions or events, or any action or inaction,
or any state of facts existing, with respect to or based upon transactions or
events entered into by the Seller or the Company, except (a) liabilities
reflected in the Financial Statements; (b) liabilities that have arisen
after the date of the Financial Statements in the Ordinary Course of Business,
none of which relates to (i) breach of Contract, (ii) breach of
warranty, (iii) tort, (iv) infringement, (v) violation of Law or
(vi) any environmental liability; or (c) as otherwise set forth on
Schedule 5.17.

     

    5.18.       Trade
Payables.  Except as set
forth on Schedule 5.18, the Company has no
undisclosed trade payables whether accrued, absolute, contingent, unliquidated
or otherwise, whether due or to become due, whether known or unknown, regardless
of when asserted that will become the responsibility of the
Purchaser.

     

    5.19.       Accounts
Receivable.  All accounts and
notes receivable of the Company represent sales actually made in the Ordinary
Course of Business or valid claims as to which full performance has been
rendered by the Company.  The reserve on the Financial Statements
against the accounts receivable for bad debts has been calculated in a manner
consistent with past practice.  All of the accounts and notes
receivable of the Company is, in the aggregate, collectible in full, net of the
reserve therefor, in the Ordinary Course of Business.  No counter
claims, defenses, offsetting claims or adjustments with respect to the accounts
or notes receivable of the Company are pending or threatened.  All of
the accounts and notes receivable of the Company relate solely to sales of goods
or services to customers of the Company, none of whom are shareholders or
Affiliates of the Company or any Seller.

     

    5.20.       Bank
Accounts.  Schedule 5.19
sets forth a true and complete list of the name and address of (a) each
bank or financial institution with which the Company has an account or safe
deposit box and the name of each Person authorized to draw thereon or have
access thereto, and (b) the name of each Person holding a power of attorney
on behalf of the Company.

     

    5.21.       Product
Liability and Warranty.

     

    (a)           Each
product or service sold or otherwise delivered by the Company has been in
conformity with all applicable contractual commitments and all express and
implied warranties, and the Company has no liability (and there is no basis for
any present or future action, suit, proceeding, hearing, investigation, charge,
complaint, claim or demand against, or recall by, the Company) for replacement
or repair of any such products or services or other damages in connection
therewith, subject only to the reserve for product and service warranty claims
set forth in the Financial Statements.  No product manufactured, sold,
leased or delivered, and no service provided, by the Company is subject to any
recall or any guaranty, warranty or other indemnity beyond the applicable
standard terms and conditions of sale, lease or service.  Schedule 5.20 sets forth true and
complete copies of the standard terms and conditions of sale, lease or service
of the Company (containing applicable guaranty, warranty and indemnity
provisions).  There have been no recalls of any of the products
manufactured, sold, distributed, leased, delivered or provided by the Company
and there exists no basis that could result in any such
recalls.


    
      
        
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    (b)           The
Company has no liability, and there is no basis for any present or future Action
against the Company giving rise to any liability, arising out of any injury to
Person or property as a result of the ownership, possession or use of a product
or service manufactured, sold, distributed, leased, delivered or provided by the
Company.

     

    5.22.       Indebtedness.  Schedule 5.21
sets forth a true and complete list of the individual components (indicating the
amount and the Person to whom such Indebtedness is owed) of all the Indebtedness
outstanding with respect to the Company.

     

    5.23.       Taxes.

     

    (a)           All
Returns required to be filed with any Taxing Authority with respect to the Tax
Period by or on behalf of the Company have been filed when due in accordance
with all applicable Laws.

     

    (b)           All
Returns with respect to the Tax Periods (i) correctly and completely
reflect the facts regarding the income, business, assets, operations, activities
and status of the Company, (ii) were correct and complete in all respects
and (iii) have been prepared in accordance with all applicable
Laws.  The Company is not currently a beneficiary of any extension of
time within which to file any Return.

     

    (c)           All
Taxes owed by the Company (whether or not shown as due and payable on any
Return) have been timely paid or withheld and remitted to the appropriate Taxing
Authority.

     

    (d)           No
Return of the Company with respect to any Tax Period has ever been audited by
any Taxing Authority.

     

    (e)           There
is no Action now pending or, to the Company’s Knowledge, threatened against or
with respect to the Company in respect of any Tax.

     

    (f)           The
Company has no Tax liabilities (whether due or to become due) with respect to
the income, property and operations of the Company that relate to any Tax
Periods, except for Tax liabilities reflected in the Financial Statements or
that have arisen after the date of the Financial Statements in the Ordinary
Course of Business.

     

    (g)           There
are no Liens for Taxes upon any of the assets or properties of the Company,
except for Permitted Exceptions.

     

    (h)           The
Company has not received notice of any claim by a Taxing Authority in a
jurisdiction where the Company does not file Returns that the Company is or may
be subject to taxation by that jurisdiction or Taxing
Authority.


    
      
        
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    5.24.       Customers.  Except as set
forth on Schedule 5.23,
(a) all material customers continue to be customers of the Company and none
of such material customers has reduced materially its business with the Company
from the levels achieved during the 12-months ended December 31, 2009, and to
the Company’s Knowledge, no such reduction will occur; (b) no material
customer has terminated its relationship with the Company, or to the Company’s
knowledge has threatened to do so; (c) the Company is not involved in any
claim, dispute or controversy with any material customer; and (d) the
Company is not involved in any claim, dispute or controversy with any of its
other customers that, individually or in the aggregate could reasonably be
anticipated to have a material adverse effect on the condition (financial or
otherwise), business, results of operations or prospects of the
Company.

     

    5.25.       Disclosure.  Neither the
Company nor the Seller has withheld from the Purchaser any material facts
relating to the assets, properties, liabilities, business operations, financial
condition, results of operations or prospects of the Company’s
business.  The Company has delivered to the Purchaser a true and
complete copy of each document disclosed or required to be disclosed on the
Schedules to this Agreement.

     

    5.26.       Brokers.  No Person has
acted directly or indirectly as a broker, finder or financial advisor for the
Company or any Seller in connection with the negotiations relating to the
transactions contemplated by this Agreement for which the Purchaser or the
Company will become obligated to pay a fee or commission.

     

    VI.  REPRESENTATIONS
AND WARRANTIES OF THE PURCHASER

     

    The
Purchaser hereby represents and warrants to the Seller as follows:

     

    6.1.         Existence
and Good Standing.  The Purchaser is
a corporation duly incorporated, validly existing and in good standing under the
laws of the State of Pennsylvania.  The Purchaser was formed solely
for the purpose of engaging in the transactions contemplated by this Agreement
and the Ancillary Agreements.

     

    6.2.         Power.  The Purchaser has
the corporate power and authority to execute, deliver and perform fully its
respective obligations under this Agreement and the Ancillary
Agreements.

     

    6.3.         Validity
and Enforceability.  The Purchaser has
the capacity to execute, deliver and perform its obligations under this
Agreement and the Ancillary Agreements.  This Agreement and each of
the Ancillary Agreements to which the Purchaser is a party have been duly
executed and delivered by the Purchaser and, assuming due authorization,
execution and delivery by the Seller or any other party thereto, represent the
legal, valid and binding obligation of the Purchaser, enforceable against the
Purchaser in accordance with their respective terms, subject to General
Enforceability Exceptions.

     

    6.4.         No
Conflict.  Neither the
execution of this Agreement or the Ancillary Agreements, nor the performance by
the Purchaser of its obligations hereunder or thereunder will violate or
conflict with the Purchaser’s Certificate of Incorporation (or equivalent
document) or Bylaws (or equivalent document) or any Law or
Order.


    
      
        
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    6.5.         Consents.  No Consent of any
third party or Governmental Authority is required in connection with the
execution and delivery by the Purchaser of this Agreement or the Ancillary
Agreements to which the Purchaser is a party or the consummation of the
transactions contemplated hereby or thereby.

     

    6.6.         Brokers.  No Person has
acted directly or indirectly as a broker, finder or financial advisor for the
Purchaser in connection with the negotiations relating to the transactions
contemplated by this Agreement for which the Seller will become obligated to pay
a fee or commission.

     

    6.7          Business.  The Purchaser
represents that it will continue to operate the business  of the
Company after Closing, and during the Measurement Period in such a manner that
is in the ordinary course and  reasonable business practice within the
financial services industry.

    


    VII.  TAX
MATTERS

     

    7.1.         Returns.  The Purchaser
shall prepare (or cause to be prepared) all Returns of the Company that are due
with respect to any pre-Closing Tax Period.  Prior to filing a Return,
the Purchaser shall provide to the Seller a copy of such Return prepared
pursuant to this Section 7.1.  If
the Seller has any comments to such Return, then the Seller shall deliver such
comments in writing to the Purchaser within 30 days after Seller’s receipt of
such Return.  The Purchaser agrees to incorporate all reasonable
comments made by the Seller to such Return.  If the Seller does not
provide any comments in writing to the Purchaser within the time period
specified above, then such Return shall be final, binding and non-appealable by
the Seller.  Upon finalization of a Return pursuant to this Section 7.1,
the Purchaser shall timely file such Return.  The Seller shall pay all
Taxes owed with respect to such Tax Return within 30 days of the Purchaser’s
request therefor.

     

    7.2.         Apportionment
of Taxes.  For purposes of
this Agreement, the portion of Tax, with respect to the income, property or
operations of the Company that is attributable to any Tax period that begins on
or before January 1, 2010 the Seller shall bear and have sole
responsibility.   The portion of Tax, with respect to the income,
property or operations of the Company that is attributable to any Tax period
that begins as of and after January 1, 2010 the Purchaser shall bear and have
sole responsibility.

     

    7.3.         Cooperation;
Audits.  In connection
with the preparation of Returns, audit examinations, and any administrative or
judicial proceedings relating to the Tax liabilities imposed on the Company for
all Tax Periods, the Purchaser and the Company, on the one hand, and the Seller,
on the other hand, shall cooperate fully with each other, including, without
limitation, the furnishing or making available during normal business hours of
records, personnel (as reasonably required), books of account, powers of
attorney or other materials necessary or helpful for the preparation of such
Returns, the conduct of audit examinations or the defense of claims by Taxing
Authorities as to the imposition of Taxes.  The Seller shall within
30 days of the Purchaser’s request therefor deliver any information
required to be reported by the Purchaser or the Company pursuant to
Section 6043A of the Code.


    
      
        
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    7.4.         Certain
Controversies.  Notwithstanding
Section 10.2,
the Purchaser (or the Company after the date hereof), at its sole expense, will
have the exclusive authority to represent the interests of the Company with
respect to any Tax Matter that does not relate solely to a Tax Period before the
IRS or any other Tax Authority and will have the sole right to extend or waive
the statute of limitations with respect to such a Tax Matter and to control the
defense, compromise or other resolution of any such Tax Matter, including
responding to inquiries, filing Returns and settling audits; provided, however, that the
Purchaser (or the Company after the date hereof) will not enter into any
settlement of or otherwise compromise any Tax Matter that adversely affects or
may adversely affect the indemnification obligations of the Seller hereunder
without the prior written consent of the Seller, which consent may not be
unreasonably withheld or delayed.  The Purchaser shall, in good faith,
allow the Seller to consult with the Purchaser regarding the conduct of or
positions taken in any such proceeding.

     

    7.5.         Tax
Sharing Agreements.  All Tax sharing
agreements or similar agreements with respect to or involving the Company will
be terminated as of the Closing Date and, after the Closing Date, the Company
will not be bound thereby or have any liability thereunder.

     

    VIII.  CERTAIN
COVENANTS AND AGREEMENTS

     

    8.1.         Pre-Closing
Covenants.

     

    (a)           Access to
Information.  Until the Closing, the Seller shall, and shall
cause the Company and its respective representatives to, (i) afford the
Purchaser and its counsel, accountants, lenders and other representatives
(collectively, “Purchaser’s
Advisors”) full and free access to the Company’s personnel, customers,
suppliers, landlords, properties, facilities, offices, contracts, books and
records, permits and other documents and data during normal business hours and
upon reasonable notice, (ii) furnish the Purchaser and Purchaser’s Advisors
with copies of all such contracts, books and records, permits and other existing
documents and data as the Purchaser may reasonably request and
(iii) furnish the Purchaser and Purchaser’s Advisors with such additional
financial, operating and other data and information as the Purchaser may
reasonably request.

     

    (b)           Conduct of Business in
Normal Course.  The Seller covenants and agrees to (i) use
reasonable best efforts to keep the Company’s present business organization
intact, (ii) keep available the services of the present officers, employees
and agents of the Company, (iii) preserve present relationships and good
will with suppliers, customers, landlords, creditors, employees, agents and
other Persons having business dealings with the Company, (iv) generally
operate the business of the Company in the Ordinary Course of Business,
(v) maintain the Company’s books and records in accordance with good
business practice and GAAP, (vi) maintain all Permits necessary for the
conduct of the Company’s business and (vii) use reasonable efforts to
operate the Company in such a manner as to cause the representations and
warranties relating to the Company set forth in this Agreement to be true and
correct in all material respects as of the Closing.  The Seller
covenants and agrees that, except as otherwise expressly contemplated by this
Agreement, required by applicable Law or as specifically consented to in writing
by the Purchaser, the Seller shall not undertake or permit any action that would
(x) require disclosure under Schedule 5.8,
(y) result in a breach of the representations and warranties contained in
Section 5.8
or (z) likely result in a material adverse effect on the Company’s
condition (financial or otherwise), business, assets, properties, liabilities,
results of operations or prospects.


    
      
        
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    (c)           Notification of Certain
Matters.  The Seller, on the one hand, and the Purchaser, on
the other hand, agree to give prompt notice to the other, within 5 business
days, of (i) any circumstance that would likely cause any of such Party’s
representations or warranties contained in this Agreement to be untrue or
inaccurate, (ii) any failure on such Party’s part to comply with or satisfy
any covenant or agreement to be complied with or satisfied by such Party
hereunder and (iii) any circumstance that may make the satisfaction of the
conditions in Article IX
impossible or unlikely.

     

    (d)           Commercially Reasonable
Efforts.  Prior to the Closing Date or the earlier termination
of this Agreement, (i) the Parties agree to use all reasonable efforts to
obtain the closing deliverables specified in this Agreement necessary to
consummate the transactions contemplated hereby, and (ii) the Seller agree,
and agree to cause the Company to, use all reasonable efforts to obtain any
required consent of the Purchaser’s lenders to the transactions contemplated by
this Agreement and the Ancillary Agreements, including, without limitation, by
providing the access described in Section 8.1(a)
and delivering the items that may be requested pursuant to Section 3.2(p).

     

    8.2.         Post-Closing
Covenants.

     

    (a)        Operation of Company.
After the Closing, the Purchaser shall have control over the ownership and
operations of the Company, provided, however, that, prior to the end of the
Measurement Period, Purchaser (a) use its best efforts to operate the Company in
a commercially reasonable manner; (b) shall not operate the Company for the
purpose of reducing the Purchase Price, (c) shall follow prudent business
practices with respect to billing, payments, and management of the Company, (d)
shall use its best efforts to maintain client relationships and not terminate
client relationships other than for cause; and (d) shall not take any actions
which cause clients to terminate their relationship with the
Company.

     

    IX.  CONDITIONS
TO CLOSING

     

    9.1.         Conditions
Precedent to the Purchaser’s Obligations.  The obligations
of the Purchaser to consummate the transactions contemplated by this Agreement
are expressly subject to the fulfillment or express written waiver of the
following conditions on or prior to the Closing Date:

     

    (a)           Representations and
Warranties True.  Each of the representations and warranties of
the Seller contained in this Agreement that are not expressly limited or
qualified as to the Company’s Knowledge or materiality shall be true and correct
in all material respects as if made at and as of the Closing Date, and each of
the representations and warranties of the Seller contained in this Agreement
that are expressly limited or qualified as to the Company’s Knowledge or
materiality shall be true and correct in all respects as if made at and as of
the Closing Date (except, in both instances, (i) as a result of any event,
circumstance or transaction contemplated by this Agreement or otherwise approved
in writing by the Purchaser, and (ii) for any representation or warranty
that expressly relates to an earlier date, in which case such representation and
warranty shall be true and correct in all respects as if made as of such
date).


    
      
        
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    (b)           Covenants
Performed.  The Seller and/or the Company shall have performed
in all material respects, on or before the Closing Date, all obligations
contained in this Agreement which by the terms hereof are required to be
performed by the Seller and/or the Company on or before the Closing
Date.

     

    (c)           Compliance
Certificate.  The Purchaser shall have received a certificate
signed by the Seller certifying as to the matters set forth in Sections 9.1(a)
and (b).

     

    (d)           No Injunction,
etc.  There will not be any Law or Order of any Governmental
Authority prohibiting, delaying or invalidating the transactions contemplated by
this Agreement, or any pending or threatened Action by an unrelated third party
to such effect or seeking damages from the Purchaser or the Company if the
transactions contemplated by this Agreement are completed.

     

    (e)           The Seller’s Closing
Deliverables.  The Seller shall deliver or caused to be
delivered to the Purchaser the items listed in Section 3.2.

     

    (f)           Material Adverse
Effect.  Since the date of this Agreement, there shall have
been no change, event or condition of any character (whether or not covered by
insurance) that, in the aggregate, has had, or would reasonably be expected to
have, a material adverse effect on the condition (financial or otherwise),
business, assets, properties, liabilities, results of operations or prospects of
the Company, and the Purchaser will have received a certificate attesting
thereto duly executed by the Seller.

     

    (g)           Due Diligence
Investigation.  The Purchaser shall be satisfied in its sole
discretion with its due diligence investigation of the Company.

     

    9.2.         Conditions
Precedent to the Seller’s Obligations.  The obligations of the
Seller to sell the Shares are subject to the fulfillment or express written
waiver of the following conditions on or prior to the Closing Date:

     

    (a)           Representations and
Warranties True.  Each of the representations and warranties of
the Purchaser contained in this Agreement that are not expressly limited or
qualified as to materiality shall be true and correct in all material respects
as if made at and as of the Closing Date, and each of the representations and
warranties of the Purchaser contained in this Agreement that are expressly
limited or qualified as to materiality shall be true and correct in all respects
as if made at and as of the Closing Date (except, in both instances, (i) as
a result of any event, circumstance or transaction contemplated by this
Agreement or otherwise approved in writing by the Seller, and (ii) for any
representation or warranty that expressly relates to an earlier date, in which
case such representation and warranty shall be true and correct in all respects
as if made as of such date).

     

    (b)           Covenants
Performed.  The Purchaser shall have performed in all material
respects, on or before the Closing Date, all obligations contained in this
Agreement which by the terms hereof are required to be performed by the
Purchaser on or before the Closing Date.


    
      
        
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    (c)           Compliance
Certificate.  The Seller shall have received a certificate
signed by an authorized officer of the Purchaser certifying as to the matters
set forth in Sections 9.2(a)
and (b).

     

    (d)           No Injunction,
etc.  There will not be any Law or Order of any Governmental
Authority prohibiting, delaying or invalidating the transactions contemplated by
this Agreement, or any pending or threatened Action by an unrelated third party
to such effect or seeking damages from the Seller if the transactions
contemplated by this Agreement are completed.

     

    (e)           Purchaser Closing
Deliverables.  The Purchaser shall have delivered or caused to
be delivered to the Seller the items listed in Section 3.3.

     

    X.  REMEDIES

     

    10.1.       General
Indemnification Obligation.

     

    (a)           Seller’s Indemnification
Obligations.  The Seller shall indemnify and hold harmless the
Purchaser, the Company and their respective officers, directors, employees,
agents and Affiliates (each a “Purchaser
Indemnified Party”) from and against any and all losses, liabilities,
claims, damages, penalties, fines, judgments, awards, settlements, taxes, costs,
fees, expenses (including but not limited to reasonable attorneys’ fees) and
disbursements (each, a “Loss” and,
collectively, the “Losses”)
incurred or suffered by any Purchaser Indemnified Party based upon, arising out
of, or otherwise in respect of: (i) any inaccuracies in or any breach of any
representation or warranty of the Seller contained in this Agreement or any
Ancillary Agreement, in each case, determined without regard to any
qualification with respect to materiality, material adverse effect or other
similar qualification; (ii) any breach of any covenant or agreement of Seller
contained in this Agreement or any Ancillary Agreement; or (iii) claims arising
in whole or in part out of the operation of the Company prior to the
Closing.

     

    (b)           Purchaser’s Indemnification
Obligations.  The Purchaser shall indemnify and hold harmless
the Seller, its respective officers, directors, employees, agents and Affiliates
(each a “Seller
Indemnified Party”) from and against any and all Losses incurred or
suffered by any such Seller Indemnified Party based upon, arising out of, or
otherwise in respect of (i) any inaccuracies in or any breach of any
representation or warranty of the Purchaser contained in this Agreement or any
Ancillary Agreement, (ii) any breach of any covenant or agreement of the
Purchaser contained in this Agreement or any Ancillary Agreement; or (iii) any
claims arising in whole or in part out of the operations of the Company
subsequent to the Closing.

     

    10.2.       Notice
and Third Party Liability.

     

    (a)           Notice of Asserted
Liability.  As soon as is reasonably practicable after Seller,
on the one hand, or the Purchaser, on the other hand, becomes aware of any claim
that such Party (or, with respect to the Purchaser, any Purchaser Indemnified
Party) has under Section 10.1
that may result in a Loss for which such Party (or, with respect to the
Purchaser, any Purchaser Indemnified Party) is entitled to indemnification
hereunder (a “Liability
Claim”), such Party (the “Indemnified
Party”) shall give notice of such Liability Claim (a “Claims
Notice”) to the other Party (the “Indemnifying
Party”).  A Claims Notice must describe the Liability Claim in
reasonable detail and must indicate the amount (estimated, if necessary and to
the extent feasible) of the Loss that has been or may be suffered by the
Indemnified Party.  No delay in or failure to give a Claims Notice by
the Indemnified Party to the Indemnifying Party pursuant to this Section 10.2(a)
will adversely affect any of the other rights or remedies that the Indemnified
Party has under this Agreement or alter or relieve the Indemnifying Party of its
obligation to indemnify the Indemnified Party except to the extent that such
delay or failure has prejudiced the Indemnifying Party.


    
      
        
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    (b)           Third Party
Claims.  If any Claims Notice identifies a Liability Claim
brought by a third party (a “Third Party
Claim” and together with the Liability Claims, the “Claims”),
then the Indemnifying Party has the right, exercisable by written notice to the
Indemnified Party within 10 days after receipt of such Claims Notice, to
assume and conduct the defense of such Third Party Claim in accordance with the
limits set forth in this Agreement with counsel selected by the Indemnifying
Party and reasonably acceptable to the Indemnified Party; provided, however, that
(i) the defense of such Third Party Claim by the Indemnifying Party will
not, in the reasonable judgment of the Indemnified Party, have a material
adverse effect on the Indemnified Party; (ii) the Indemnifying Party has
sufficient financial resources, in the reasonable judgment of the Indemnified
Party, to satisfy the amount of any adverse monetary judgment that is reasonably
likely to result; (iii) the Third Party Claim solely seeks (and continues
to seek) monetary damages; and (iv) the Indemnifying Party expressly agrees
in writing that as between the Indemnifying Party and the Indemnified Party, the
Indemnifying Party may only satisfy and discharge the Third Party Claim in
accordance with the limits set forth in this Agreement (the conditions set forth
in clauses (i) through (iv) are, collectively, the “Litigation
Conditions”).  If the Indemnifying Party does not assume the
defense of a Third Party Claim in accordance with this Section 10.2(b),
the Indemnified Party may continue to defend the Third Party
Claim.  Notwithstanding the foregoing, if (i) any of the
Litigation Conditions cease to be met or (ii) the Indemnifying Party fails
to take reasonable steps necessary to defend diligently such Third Party Claim,
the Indemnified Party may assume its own defense, and the Indemnifying Party
will be liable for all reasonable costs or expenses paid or incurred in
connection with such defense.  The Indemnifying Party or the
Indemnified Party, as the case may be, has the right to participate in (but not
control), at its own expense, the defense of any Third Party Claim which the
other is defending as provided in this Agreement.  The Indemnifying
Party, if it has assumed the defense of any Third Party Claim as provided in
this Agreement, may not, without the prior written consent of the Indemnified
Party, consent to a settlement of, or the entry of any judgment arising from,
any such Third Party Claim that (i) does not include as an unconditional
term thereof the giving by the claimant or the plaintiff to the Indemnified
Party a complete release from all liability in respect of such Third Party
Claim, (ii) grants any injunctive or equitable relief or (iii) may
reasonably be expected to have a material adverse effect on the Indemnified
Party.  The Indemnified Party has the right to settle any Third Party
Claim, the defense of which has not been assumed by the Indemnifying
Party.

     

    10.3.       Survivability;
Limitations.

     

    (a)           The
representations and warranties of the Seller and the Purchaser contained in this
Agreement or in any Ancillary Agreement will survive for a period of
24 months following the Closing (the “Expiration
Date”); provided, however,
that:


    
      
        
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    (i)           the
Expiration Date for any Claims relating to a breach of or inaccuracy in the
representations and warranties set forth in Sections 5.6
(Compliance with Laws), 5.10 (Employee
Benefit Plans) and 5.11 (Environmental)
will be the longer of the 5-year anniversary of the Closing or the expiration of
the applicable statute of limitations as extended;

     

    (ii)           there
will be no Expiration Date for any Claims relating to a breach of or inaccuracy
in the representations and warranties set forth in Sections
4.1 (Authority, Validity and Effect), 4.2 (Title
to Shares), 4.3 (No
Conflict), 4.4 (Consents),
4.6 (Brokers),
4.9 (Investment
Representations), 5.1 (Existence
and Good Standing), 5.2 (Power),
5.3 (Capitalization
of the Company), 5.14(b)(i) (Intellectual
Property), 5.17 (Undisclosed
Liabilities), 5.21 (Indebtedness),
5.25 (Related
Party Transactions) and 5.26 (Brokers);
and

     

    (iii)           any
Claims pending on any Expiration Date for which notice has been given in
accordance with Section 10.2
on or before such Expiration Date may continue to be asserted and indemnified
against until finally resolved.

     

    (b)           Notwithstanding
anything to the contrary contained in this Article X:

     

    (i)           the
Seller will not have any liability as a result of any breach of or inaccuracy in
any of the representations and warranties contained in this Agreement (other
than the Special Representations), until the aggregate amount of all such Losses
sustained by the Purchaser Indemnified Parties exceeds $15,000, in which case
the Seller will be liable for all such Losses exceeding such amount;
and

     

    (ii)           the
Purchaser will not have any liability as a result of any breach of or inaccuracy
in any of the representations and warranties contained in this Agreement until
the aggregate amount of all such Losses sustained by the Seller Indemnified
Parties exceeds $15,000, in which case the Purchaser will be liable for all such
Losses exceeding such amount.

     

    10.4.       Specific
Performance.  Each Party’s
obligation under this Agreement is unique.  If any Party should breach
its covenants under this Agreement, each of the Parties acknowledge that it
would be extremely impracticable to measure the resulting damages; accordingly,
the non-breaching Party or Parties, in addition to any other available rights or
remedies, may sue in equity for specific performance, and each Party expressly
waives the defense that a remedy in damages will be adequate.

     

    10.5.       Exclusive
Remedy.  Except as may be required to enforce post-Closing
covenants contained in this Agreement, after the Closing Date the
indemnification rights in this Article X
are and shall be the sole and exclusive remedies of the Parties with respect to
this Agreement and the transactions contemplated hereby; provided, however, that this
sentence shall not be deemed a waiver by any Party of its right to seek specific
performance or injunctive relief in the case of another Party’s failure to
comply with the post-Closing covenants made by such other Party; and provided, further, that this
sentence shall not be deemed a waiver by any Party of its right to pursue claims
for fraud, intentional or knowing misrepresentation, or active concealment, all
of which shall be claims that are outside the terms and conditions of this
Agreement.


    
      
        
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    XI.  MISCELLANEOUS

     

    11.1.       Non-Solicitation
and Confidentiality.

     

    (a)           Non-Solicitation.  During
the Non-Solicitation Period, the Seller agrees that it shall not directly or
indirectly at any time solicit or induce or attempt to solicit or induce any
employee(s), sales representative(s), agent(s), clients, customers, or
consultant(s) of the Company to terminate their employment, representation,
business, or other association with the Company (however, the foregoing shall
not apply to generalized advertisement of employment opportunities and
generalized employee searches by headhunters/search firms, in either case not
directed in any way at the employees or an employee of the Company), without
obtaining written consent of the Company prior to such solicitation or
inducement.

     

    (b)           Non-Disclosure.

     

    (i)           Seller
will keep in strict confidence, and will not, directly or indirectly, at any
time, disclose, furnish, disseminate, make available or, use any trade secrets
or confidential business and technical information of the Company, or any of its
customers or vendors, except for information generally available to the public
or where such disclosure is required or requested by legal process, including
requests from regulatory authorities.  Such confidential information
shall include, without limitation, the Company’s unique selling and servicing
methods and business techniques, training, service and business manuals,
promotional materials, training courses and other training and instructional
materials, vendor and product information, customer and prospective customer
lists, other customer and prospective customer information and other business
information.

     

    (ii)           Acknowledgment and
Relief.  The Seller acknowledges that its obligations under
this Section 11.1
are reasonable in the context of the nature of the business of the Company and
the competitive injuries likely to be sustained by the Company if the Seller
were to violate such obligations.  Accordingly, the Seller
acknowledges and agrees that the remedy at law available to the Company for
breach of any of the Seller’s obligations under this Section 11.1
would be inadequate; therefore, in addition to any other rights or remedies that
the Company may have at law or in equity, temporary and permanent injunctive
relief may be granted in any proceeding which may be brought to enforce any
provision contained in this Section 11.1,
without the necessity of proof of actual damage.

     

    (c)       Purchaser
Non-Solicitation.  During the Non-Solicitation Period, the
Purchaser agrees that it shall not directly or indirectly at any time solicit or
induce or attempt to solicit or induce any employee(s), sales representative(s),
agent(s), consultants, or pension administration clients or customers, of the
Company to terminate their employment, representation, business, or other
association with the Company (however, the foregoing shall not apply to
generalized advertisement of employment opportunities and generalized employee
searches by headhunters/search firms, in either case not directed in any way at
the employees or an employee of the Company), without obtaining written consent
of the Seller prior to such solicitation or inducement.


    
      
        
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    11.2.       Termination.

     

    (a)           Right to
Terminate.  Notwithstanding anything contained in this
Agreement to the contrary, this Agreement may be terminated at any time prior to
the Closing:

     

    (i)           by
mutual written consent of the Purchaser, on the one hand, and the Seller, on the
other hand;

     

    (ii)           by
the Purchaser, if the Seller has breached or failed to perform in any material
respect any of its covenants or agreements under this Agreement required to be
performed before the Closing Date, or if any of the representations and
warranties of the Seller set forth in this Agreement shall not be true in any
material respect;

     

    (iii)           by
the Seller, if the Purchaser shall have breached or failed to perform in any
material respect any of its covenants or agreements under this Agreement
required to be performed before the Closing Date, or if any of the
representations and warranties of the Purchaser set forth in this Agreement
shall not be true in any material respect;

     

    (iv)           by
either the Purchaser or the Seller if the Closing has not occurred by February
26, 2010 other than as a result of any breach of the party attempting such
termination, or such other date, if any, as the Purchaser and the Seller may
agree in writing;

     

    (v)           by
either the Purchaser or the Seller if any Governmental Authority has issued an
Order permanently restraining, enjoining or otherwise prohibiting the
transactions contemplated by this Agreement; or

     

    (vi)           by
the Purchaser if it is not satisfied in its sole discretion with the results of
its due diligence investigation or if it is unable to obtain the consent of its
lenders to the transactions contemplated by this Agreement and the Ancillary
Agreements.

     

    (vii)      by
the Purchaser if it is not satisfied in its sole discretion that all customer
and client interests are acceptably transferred by the Seller to the Purchase at
Closing.

     

    11.3.       Expenses.  Except as
otherwise provided in this Agreement, each of the Parties shall bear their
respective expenses incurred or to be incurred in connection with the execution
and delivery of this Agreement and the Ancillary Agreements and the consummation
of the transactions contemplated hereby and thereby.

     

    11.4.       No
Assignment.  The rights and
obligations of the Parties under this Agreement may not be assigned without the
prior written consent of the other Party.

     

    11.5.       Headings.  The headings
contained in this Agreement are included for purposes of convenience only, and
do not affect the meaning or interpretation of this Agreement.

     

    11.6.       Integration,
Modification and Waiver.  This Agreement,
together with the Exhibits, Schedules and certificates or other instruments
delivered under this Agreement, constitutes the entire agreement between the
Parties with respect to the subject matter hereof and supersedes all prior
understandings of the Parties.  No supplement, modification or
amendment of this Agreement will be binding unless executed in writing by the
Purchaser.  No waiver of any of the provisions of this Agreement will
be deemed to be or will constitute a continuing waiver.  No waiver
will be binding unless executed in writing by the Party making the
waiver.


    
      
        
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    11.7.       Construction.  The Parties have
participated jointly in the negotiation and drafting of this
Agreement.  In the event an ambiguity or question of intent or
interpretation arises, this Agreement shall be construed as if drafted jointly
by the Parties and no presumption or burden of proof shall arise favoring or
disfavoring any Party by virtue of the authorship of any of the provisions of
this Agreement.  Any reference to any federal, state, local or foreign
statute or law will be deemed also to refer to all rules and regulations
promulgated thereunder, unless the context requires otherwise.  The
word “including” shall mean including without limitation.  Any
reference to the singular in this Agreement shall also include the plural and
vice versa.

     

    11.8.       Severability.  If any provision
of this Agreement or the application of any provision of this Agreement to any
Party or circumstance is, to any extent, adjudged invalid or unenforceable, the
application of the remainder of such provision to such Party or circumstance,
the application of such provision to other Parties or circumstances, and the
application of the remainder of this Agreement will not be affected
thereby.

     

    11.9.       Notices.  All notices and
other communications required or permitted under this Agreement must be in
writing and will be deemed to have been duly given (a) when delivered in
person, (b) when dispatched by electronic facsimile transfer (if confirmed
in writing by mail simultaneously dispatched), (c) one business day after
having been dispatched by a nationally recognized overnight courier service or
(d) five (5) business days after being sent by registered or certified
mail, return receipt requested, postage prepaid, to the appropriate Party at the
address or facsimile number specified below:

     

    If to the
Seller:

     

    National
Investment Managers Inc.

    485 Metro
Place South, Suite 275

    Dublin,
Ohio  43017

    Attention:  John
M. Davis

    Facsimile
No.:  (614) 923-5242

    Facsimile
No.:                                           

    


    If to the
Purchaser:

     

    Network 1
Financial Group

    2 Bridge
Avenue

    Redbank,
NJ 07701

    Attention:

    


    11.10.     Governing
Law.  This Agreement
will be governed by and construed and enforced in accordance with the laws of
the State of New York without regard to principles of conflicts of
law.


    
      
        
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    11.11.     Counterparts.  This
Agreement may be executed in two or more counterparts, each of which will be
deemed an original, but all of which together will constitute one and the same
instrument.  Delivery of an executed signature page to this Agreement
by facsimile or electronic transmission will be effective as delivery of a
manually executed counterpart to this Agreement.

     

    [Remainder
of Page Intentionally Blank – Signature Page Follows]


    
      
        
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    IN
WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year
first above written.

     

    
      
        
          
            
              
                
                  
                    
                      	
                              NATIONAL
      INVESTMENT MANAGERS INC.

                            
	 
      	 
      	 
      
	
                              By:

                            	
                              /s/ Steven J. Ross

                            
	 
      	
                              Name:

                            	
                              Steven J. Ross

                            
	 
      	
                              Title:

                            	
                              Chief Executive Officer

                            
	 
      	 
      	 
      
	
                              NETWORK
      1 FINANCIAL GROUP, INC.

                            
	 
      	 
      	 
      
	
                              By:

                            	
                              /s/ Damon Testaverde

                            
	 
      	
                              Name:

                            	
                              Damon Testaverde

                            
	 
      	
                              Title:

                            	
                              Managing
Director

                            


                    

                  

                

              

            

          

        

      

    


    
      
        
          Stock
Purchase Agreement

        

         


      

      
         


        
          

        

      

      
         


        
           
 

        

      

    


    EXHIBIT
A

     

    PROMISSORY
NOTE

     

    
      
        	
                $550,000

              	
                Columbus,
      Ohio

              
	 
      	
                January
      2010

              


      

    

     

    FOR VALUE
RECEIVED, Network 1 Financial Group, Inc., a Texas corporation (“Maker”),
hereby promises to pay to National Investment Managers Inc., a Florida
corporation (the “Holder”),
the principal amount of Five Hundred and Fifty Thousand Dollars ($550,000) or
such other amount as adjusted pursuant to Section 2.5(b) of that certain Stock
Purchase Agreement, dated as of _______January
2010 (the “Purchase
Agreement”), by and between Maker and the Holder.  All principal and unpaid interest under
this Promissory Note shall be due on or before  [_________ ___, 2012 (“Cutoff Date”).  This Note shall be paid by Maker
to Holder in 4 equal installments beginning on the 6 month anniversary of the
Closing Date of the Purchase Agreement and payments continuing every 6 months
thereafter, until paid in full. Maker further promises to pay to the Holder
interest for the period beginning on the
date hereof and ending on the Cutoff Date (the
“Interest Period”) on the
unpaid principal balance from time to time outstanding, as
follows:  Interest shall accrue at a rate per annum equal to 6% and
shall be computed on the basis of a 360-day year for the actual number of days
the unpaid principal amount hereof is outstanding during the Interest Period.  Interest
is payable in arrears commencing on [_______ ___, 2010 and
continuing on the same day of each year thereafter until this Promissory Note
has been paid in full.  During the existence of any Event of Default,
a default interest rate will apply to any delinquent balances equal to the prime
rate as published in the Wall Street Journal on the date of the Event of Default
plus 2%, adjusted monthly based on changes in such prime
rate.  Notwithstanding anything contained herein to the contrary, in
no event shall the interest charged hereunder exceed the maximum permitted under
the laws of the State of Ohio.

     

    Principal,
interest and other sums payable under this Promissory Note shall be payable in
lawful money of the United States of America at 485 Metro Place South, Ste. 275,
Dublin, Ohio 43017 or such other address that the Holder may from time to
time give written notice to Maker.

     

    The
indebtedness evidenced hereby may be prepaid in whole or in part at any time
without penalty.

     

    At the
option of the Holder, the entire unpaid principal balance of this Promissory
Note, together with all accrued interest, shall be immediately due and payable
upon the occurrence of any of the following (each, an “Event of
Default”):

     

    
      	
               
      

            	
              1.

            	
              Application
      for, or consent to, the appointment of a receiver, trustee or liquidator
      for Maker or of its property;

            


    

     

    
      	
               
      

            	
              2.

            	
              Admission
      in writing of Maker’s inability to pay its debts as they
      mature;

            


    

     

    
      	
               
      

            	
              3.

            	
              Maker
      makes any assignment for the benefit of
  creditors;

            


    


    
      
        
          Stock
Purchase Agreement

        

         


      

      
         


        
          

        

      

      
         


        
           

        

      

    

     

    
      	
               
      

            	
              4.

            	
              Filing
      by Maker of a voluntary petition in bankruptcy seeking liquidation or
      reorganization;

            


    

     

    
      	
               
      

            	
              5.

            	
              Entering
      against Maker of a court order approving a petition filed against it under
      the federal bankruptcy laws, which order shall not have been vacated, set
      aside or otherwise terminated within 60 days of such entry against Maker;
      or

            


    

     

    
      	
               
      

            	
              6.

            	
              Maker
      fails to pay any installment of interest or any other sum payable in
      accordance with this Promissory Note when due, and such failure is not
      cured within 30 days of the Holder notifying Maker in writing of such
      failure.

            


    

     

    Upon the
occurrence of any Event of Default, Maker will pay to the Holder reasonable
attorneys’ fees, court costs and expenses incurred by the Holder in connection
with the Holder’s efforts to collect the indebtedness evidenced
hereby.

     

    This
Promissory Note is unsecured.

     

    All
rights and remedies available to the Holder pursuant to the provisions of
applicable law and otherwise are cumulative, not exclusive and enforceable
alternatively, successively and/or concurrently during an Event of Default by
Maker pursuant to the provisions of this Promissory Note.

     

    This
Promissory Note may not be changed, modified or terminated orally, but only by
an agreement in writing, signed by Maker and the Holder.

     

    This
Promissory Note and all rights and obligations hereunder shall be governed by
and construed under the local laws of the State of Ohio without regard to any
conflicts of law doctrine and shall be binding upon the successors, endorsees or
assigns of Maker and inure to the benefit of the Holder, its successors,
endorsees and permitted assigns.  If any provision hereof is or
becomes invalid or unenforceable under any law of mandatory application, it is
the intent of Maker and the Holder that such provision will be deemed severed
and omitted herefrom, the remaining portions hereof to remain in full force and
effect as written.

     

    IN
WITNESS WHEREOF, Maker has duly executed this Promissory Note as of the day and
year first above written.

    


    
      
        
          
            
              
                	
                        NETWORK
      1 FINANCIAL GROUP, INC.

                      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                        By:

                      	
                        /s/ Damon Testaverde

                      	 
      
	 
      	
                        Name:

                      	
                        Damon Testaverde

                      	 
      
	 
      	
                        Title:

                      	
                        Managing Director

                      	 
      


              

            

          

        

      

    


    
      
         


      

      
        I-2

        
          

        

      

      
         


      

    

     

    EXHIBIT
D

     

    Form of
Release


    
      
         


      

      
        I-3