EXHIBIT 10.42

                            ASSET PURCHASE AGREEMENT


                          dated as of November 1, 2002

                                 by and between


                   NATIONAL MEDICAL HEALTH CARD SYSTEMS, INC.,

                           INTEGRAIL ACQUISITION CORP.


                              HEALTH SOLUTIONS, LTD


                                       and


                         THE OTHER PERSONS NAMED HEREIN




<PAGE>




     ASSET  PURCHASE  AGREEMENT,  dated as of November  1, 2002,  by and between
National  Medical Health Card Systems,  Inc., a Delaware  corporation  ("NMHC"),
Integrail  Acquisition  Corp.,  a  Delaware  corporation   ("Purchaser")  Health
Solutions,   LTD.,  a  New  York  corporation  (together  with  it  predecessors
"Sellers")  and  Fred  Cohen,  Ronald  J.  Isaacs,  Alan K.  Kadish,  Gerald  A.
Pedinotti,  Charles A. Hartman,  Rocco F.  Giruzzi,  Jr.,  Joseph M.  Lapentina,
Christopher  DelVecchio,  Dominick A. Bizzarro,  Danny J. Wheeler and Patrick J.
McLaughlin (each, an "Owner" and, collectively, the "Owners".

                              W I T N E S S E T H:

     WHEREAS,  Purchaser desires to purchase, and Seller desires to sell, all of
the assets of Seller that are used in  connection  with the Business  (except as
otherwise  provided  herein) all upon the terms and conditions  hereinafter  set
forth;

     NOW,  THEREFORE,  in reliance upon the covenants and  agreements  set forth
herein, the parties hereto agree as follows:


                                    ARTICLE I

                                   DEFINITIONS


     SECTION  1.01  Certain  Defined  Terms.  As  used in  this  Agreement,  the
following terms shall have the following meanings:

     "AAA" has the meaning ascribed to such term in Section 10.10(a) hereof.

     "Accounts  Receivable"  has the  meaning  ascribed  to such term in Section
2.01(b) hereof.

     "Act" has the meaning ascribed to such term in Section 2.06 hereof.

     "Action" means any claim, action, suit, arbitration, inquiry, proceeding or
investigation by or before any Governmental Authority or arbitration panel.

     "Additional  Closing  Amount"  has the  meaning  ascribed  to such  term in
Section 2.05(a) hereof.

     "Affiliate"  means, with respect to any specified Person,  any other Person
that, directly or indirectly through one or more  intermediaries,  Controls,  is
Controlled by or is under common Control with such specified Person.

     "Agreement" means this Agreement,  including the Disclosure  Schedule,  the
other Schedules and the Exhibits and all amendments hereto and thereto.

     "Ancillary  Agreements"  means the Bill of Sale, the Employment  Agreement,
the Real Property Lease, and the Escrow Agreement.

     "Assets" has the meaning ascribed to such term in Section 2.01 hereof.

     "Assumed  Contracts"  has the  meaning  ascribed  to such  term in  Section
2.01(i) hereof.

     "Assumed Liabilities" has the meaning ascribed to such term in Section 2.03
hereof.

     "Basis" means any past or present fact,  situation,  circumstance,  status,
condition,  activity,  practice,  plan,  occurrence,  event,  incident,  action,
failure to act or transaction that forms or could reasonably be expected to form
the basis for any specified consequence.

     "Bill of Sale" means the bill of sale and assignment,  substantially in the
form  attached  hereto  as  Exhibit  A, to be  delivered  by  Seller to NMHC and
Purchaser at the Closing.

     "Business"  means Seller's health  information  management  business of (i)
software  development  of decision  support  tools for health care in connection
with  software  manufactured  by  Seller;  (ii)  providing  on  line  analytical
processing  (OLAP) of data in connection  with software  manufactured by Seller;
(iii) the analysis of health care data  elements  such as clinical  (medical and
pharmacy) data,  provider  characteristics,  patient  characteristics and health
care  characteristics  and  creates  different  types of reports  based upon the
analysis in connection  with software  manufactured  by Seller;  (iv)  providing
consulting  services in  connection  with  software  manufactured  by Seller for
analyzing,  reporting on, interpreting and using health care data elements;  (v)
providing data mapping,  data conversion,  electronic access,  data warehousing,
application  linking,  integration of web applications and cross  integration in
connection  with software  manufactured  by Seller;  and (vi) providing drug and
drug category analysis information to the biotech and pharmaceutical industry in
connection with software manufactured by Seller.

     "Business Day" means any day that is not a Saturday,  a Sunday or other day
on which banks are required or authorized by Law to be closed in the City of New
York.

     "Business  Employees"  has the  meaning  ascribed  to such term in  Section
3.15(a) hereof.

     "Closing"  means the  completion  of the sale and  purchase  of the  Assets
pursuant to this Agreement.

     "Closing  Amount" has the meaning  ascribed to such term in Section 2.05(a)
hereof.

     "Closing  Balance Sheets" has the meaning  ascribed to such term in Section
6.14 hereof.

     "Closing  Date"  has the  meaning  ascribed  to such term in  Section  2.07
hereof.

     "Code" means the Internal Revenue Code of 1986, as amended.

     "Confidential  Information"  means any information  concerning the Business
that  is not  generally  known  to the  public  and  proprietary  to be  kept in
confidence by a party, including, without limitation,  information, knowledge or
data of an  industrial,  intellectual  or  technical  nature  that  relates to a
party's business plans, business  opportunities,  projections and costs, pricing
or  marketing  data,  finances,  products,  designs,  processes,   know-how  and
personnel.

     "Contract"  means  any  oral  or  written  agreement,   lease,  License  or
sublicense,  evidence of indebtedness,  mortgage, indenture, security agreement,
deed of trust or other contract, commitment, arrangement or obligation.

     "Control"  means,  as to any  Person,  the  power to  direct  or cause  the
direction of the  management  and policies of such Person,  whether  through the
ownership of voting securities,  by Contract or otherwise. The term "Controlled"
shall have a correlative meaning.

     "Copyrights"  means  copyrightable   works,   copyrights  (whether  or  not
registered),  and registrations and applications for registration  therefor, and
all rights provided by international treaties or conventions with respect to the
foregoing.

     "Disclosure  Schedule" means the disclosure schedule delivered by Seller to
Purchaser on the date hereof and initialed by the parties hereto.

     "Employment Agreement" means the employment agreement, substantially in the
form attached hereto as Exhibit B, to be entered into pursuant to Section 6.08.

     "Employee  Plan" has the meaning  ascribed to such term in Section  3.15(a)
hereof.

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

     "Escrow Agent" shall be JP Morgan Chase.

     "Escrow  Agreement" means the escrow  agreement,  substantially in the form
attached hereto as Exhibit C, to be entered into pursuant to Section 6.09.

     "Escrowed  Cash" has the meaning  ascribed to such term in Section  2.05(b)
hereof.

     "Escrow  Release  Date" has the  meaning  ascribed  to such term in Section
2.05(b) hereof.

     "Exchange  Act" has the  meaning  ascribed  to such  term in  Section  4.07
hereof.

     "Excluded  Assets"  has the meaning  ascribed to such term in Section  2.02
hereof.

     "Excluded  Liabilities"  has the  meaning  ascribed to such term in Section
2.04 hereof.

     "GAAP" means United States generally accepted accounting principles.

     "Governmental Authority" means any United States federal, state or local or
any foreign government,  governmental,  regulatory or administrative  authority,
agency or commission or court, tribunal or judicial body.

     "Governmental Order" means any order, writ, judgment,  injunction,  decree,
stipulation,  determination  or  award  entered  by  or  with  any  Governmental
Authority.

     "Indemnified  Party"  has the  meaning  ascribed  to such  term in  Section
8.03(a) hereof.

     "Indemnifying  Party"  has the  meaning  ascribed  to such term in  Section
8.03(a) hereof.

     "Independent  Accounting  Firm" means (a) an independent  certified  public
accounting firm in the United States of national recognition mutually acceptable
to Seller and  Purchaser or (b) if Seller and Purchaser are unable to agree upon
such a firm,  then each  party's  independent  accountants  shall select a firm,
unaffiliated  with  either  Seller or  Purchaser,  in which  event  "Independent
Accounting Firm" shall mean such firm.

     "Intellectual  Property"  means (a) all United States,  international,  and
foreign  patents,  patent  applications and statutory  invention  registrations,
including  reissuances,   divisions,   continuations,   continuations  in  part,
extensions and reexaminations  thereof,  all inventions,  all rights provided by
international  treaties or conventions  with respect to the  foregoing,  and all
improvements   thereto,  (b)  Trademarks,   (c)  Copyrights,   (d)  Confidential
Information,  (e) computer  software  (including  source codes, data and related
documentation),  and (f) all other  proprietary  rights,  in each case,  whether
owned or licensed.

     "Knowledge of Purchaser" means the actual knowledge of the Purchaser.

     "Knowledge  of Seller"  means the actual  knowledge of each of  Christopher
DelVecchio, Dominick A. Bizzarro and Michael Rosenblum.

     "Law" means any federal,  state, local or foreign statute,  law, ordinance,
regulation, rule, code, order or other requirement or rule of law.

     "Leased  Real  Property"  has the meaning  ascribed to such term in Section
3.12(b) hereof.

     "Licenses"  means  all  licenses,   permits,   certificates  of  authority,
authorizations,  approvals, registrations, filings, qualifications,  privileges,
franchises and similar consents granted or issued by any Person.

     "Lien" means any mortgage, deed of trust, pledge,  hypothecation,  security
interest,  encumbrance,  claim,  lien or charge of any kind, or any  conditional
sales Contract,  title retention Contract or other Contract to create any of the
foregoing  (it being  understood  that a Contract  which  permits a purchaser to
return  items  purchased  thereunder  shall not be deemed to  constitute  a Lien
solely by virtue thereof).

     "Loss" has the meaning ascribed to such term in Section 8.01(a) hereof.

     "NMHC" has the meaning ascribed to such term in the preamble hereof.

     "NMHC  Financial  Statements"  has the  meaning  ascribed  to such  term in
Section 4.07 hereof.

     "Nonassignable  Contract" has the meaning  ascribed to such term in Section
2.01 hereof.

     "Operational  Milestones"  means that (i) for the period  beginning  on the
Closing Date and ending on the first  anniversary  thereof,  Purchaser shall (A)
maintain  sixty-percent  (60%) of Seller's  annual  revenue as  indicated on the
Seller's Closing Balance Sheets (and 9/30/02 income  statements) or Post-Closing
Financial  Statement,  whichever  is greater and (B)  maintain at least three of
Seller's  customers  listed on Schedule  3.16(a) for  services,  and (ii) Seller
shall deliver to Purchaser  and NMHC the  Post-Closing  Financial  Statements in
accordance with the time period set forth in Section 5.14 hereof.

     "Owners" has the meaning ascribed to such term in the preamble hereof.

     "Permitted   Liens"  means  the  following  Liens:  (a)  Liens  for  Taxes,
assessments  or other  governmental  charges  or levies  that are not yet due or
payable,  (b) statutory Liens of landlords and Liens of carriers,  warehousemen,
mechanics,  materialmen and repairmen and other Liens imposed by Law for amounts
not yet due,  (c) Liens  incurred or  deposits  made in the  ordinary  course of
business  of the  Business  consistent  with past  practice in  connection  with
worker's compensation, unemployment insurance or other types of social security,
and (d) Liens not created by Seller which affect the  underlying fee interest of
any Leased Real Property (as defined herein).]

     "Person" means any natural person,  general or limited partnership,  trust,
corporation,   limited  liability  company,  firm,   association,   Governmental
Authority or other legal entity.

     "Post-Closing Financial Statement" has the meaning ascribed to such term in
Section 5.14 hereof.

     "Purchaser" has the meaning ascribed to such term in the preamble hereof.

     "Purchaser  Indemnified  Parties" has the meaning  ascribed to such term in
Section 8.02(a) hereof.

     "Purchaser Material Adverse Effect" means any event, change,  occurrence or
development that has or could be reasonably  expected to have a material adverse
effect  on (a)  the  business,  assets,  results  of  operations,  prospects  or
condition  (financial or otherwise) of Purchaser and its Subsidiaries and parent
taken  as a  whole  or  (b)  NMHC  and  Purchaser's  ability  to  perform  their
obligations under this Agreement.

     "Purchase  Price" has the meaning  ascribed to such term in Section 2.05(a)
hereof.

     "Real Property  Lease" means the real property lease  substantially  in the
form  attached  hereto as Exhibit D, to be  delivered  by Seller and NMHC at the
Closing.

     "Registration  Statement" has the meaning  ascribed to such term is Section
2.06 hereof.

     "SEC" has the meaning ascribed to such term in Section 2.05(b) hereof.

     "SEC  Documents"  has the  meaning  ascribed  to such term in Section  4.07
hereof.

     "Seller" has the meaning ascribed to such term in the preamble hereof.

     "Seller  Balance  Sheet" has the  meaning  ascribed to such term in Section
3.07(a) hereof.

     "Seller  Financial  Statements"  has the  meaning  ascribed to such term in
Section 3.07(a) hereof.

     "Seller  Indemnified  Parties"  has the  meaning  ascribed  to such term in
Section 8.01(a) hereof.

     "Seller  Intellectual  Property"  has the meaning  ascribed to such term in
Section 3.22 hereof.

     "Seller  Material  Adverse Effect" means any event,  change,  occurrence or
development  that has had or could  have a  material  adverse  effect on (a) the
assets,  results of operations,  prospects or condition (financial or otherwise)
of the Business,  taken as a whole or (b) the ability of Seller or the Owners to
perform their obligations under this Agreement.

     "Seller's Current Assets" means, as of a specified date,  current assets on
the books of Seller determined in accordance with GAAP.

     "Seller's  Current  Liabilities"  means,  as of a specified  date,  current
liabilities on the books of Seller determined in accordance with GAAP.

     "Subsidiary"  of any  Person  means  any  corporation,  partnership,  joint
venture,  limited liability company,  trust, estate or other Person of which (or
in which) more than 50% of (a) the issued and outstanding capital stock or other
equity  interests  having ordinary voting power to elect a majority of the board
of directors of such corporation or Persons  performing similar functions of any
other Person  (irrespective of whether at the time capital stock or other equity
interests  of any other  class or classes of such  corporation  or other  Person
shall or might have voting power upon the  occurrence of any  contingency),  (b)
the  interest in the capital or profits of such  partnership,  joint  venture or
limited  liability  company or other Person,  or (c) the beneficial  interest in
such trust or estate is at the time directly or  indirectly  owned or controlled
by such Person,  by such Person and one or more of its other  Subsidiaries or by
one or more of such Person's other Subsidiaries.

     "Tax" or "Taxes"  means all income,  excise,  gross  receipts,  ad valorem,
sales, use, employment,  franchise, profits, gains, property, transfer, payroll,
withholding,  severance, occupation, social security, unemployment compensation,
alternative minimum, value added, intangibles or other taxes, fees, stamp taxes,
duties,  charges,  levies or assessments of any kind whatsoever (whether payable
directly or by  withholding),  together  with any  interest  and any  penalties,
fines,  additions  to tax or  additional  amounts  imposed  by any  Governmental
Authority with respect thereto.

     "Tax  Return" or "Tax  Returns"  has the  meaning  ascribed to such term in
Section 3.09(a) hereof.

     "Third  Party  Claim"  has the  meaning  ascribed  to such term in  Section
8.03(b) hereof.

     "Trademarks"  means  trademarks,   service  marks,   trade  dress,   logos,
proprietary icons, trade names, corporate names, internet domain names and other
source identifiers  (whether or not registered)  including all common law rights
therein,  and  registrations  and applications for  registration  therefor,  all
rights  provided by  international  treaties or conventions  with respect to the
foregoing, and all reissuances,  extensions and renewals of any of the foregoing
and all goodwill associated therewith.

     "Uncollected  Accounts"  has the  meaning  ascribed to such term in Section
5.12(b) hereof.

     SECTION  1.02  Terms  Generally.  Words  in the  singular  shall be held to
include  the  plural  and vice  versa and words of one  gender  shall be held to
include the other gender as the context requires,  the terms "hereof",  "herein"
and "herewith" and words of similar import shall,  unless otherwise  stated,  be
construed to refer to this Agreement and not to any particular provision of this
Agreement, and Article, Section, paragraph,  Exhibit and Schedule references are
to the Articles, Sections, paragraphs,  Exhibits and Schedules to this Agreement
unless otherwise specified, and the word "including" and words of similar import
when used in this Agreement shall mean "including,  without limitation",  unless
otherwise specified.

                                   ARTICLE II

                           PURCHASE AND SALE OF ASSETS

     SECTION 2.01 Purchase and Sale of Assets. At the Closing,  on the terms and
subject to the conditions contained herein, Seller shall sell, transfer, convey,
assign and deliver to Purchaser,  and Purchaser  shall  purchase and accept from
Seller,  all of  Seller's  right,  title and  interest  in and to all assets and
properties  that are owned,  leased or licensed by Seller and used in connection
with the Business,  free and clear of any Liens,  other than the Excluded Assets
(collectively, the "Assets"), including, without limitation:

     (a) all of Seller's  trade and other accounts  receivable  arising from the
conduct of the Business ("Accounts Receivable");

     (b) all rights of Seller in and to Seller Intellectual Property;

     (c) the goodwill and going concern value of the Business, including without
limitation the right to use the name "Integrail";

     (d) all prepaid expenses arising from the conduct of the Business;

     (e) any other asset that would be  classified as a current asset under GAAP
arising from the conduct of the Business;

     (f) all property, plant and equipment,  supplies,  furniture,  automobiles,
fixtures,  computers,  computer  files,  books and  records  and other  items of
personal property used in connection with the Business;

     (g) all deposits and other  noncurrent  assets allocated to the Business as
reflected on Seller  Balance Sheet and all deposits made and  noncurrent  assets
acquired for the Business since the date of Seller Balance Sheet as reflected on
Seller's closing date balance sheet;

     (h) all rights of and benefits  accruing to Seller under Contracts  related
to the Business (including Nonassignable Contracts (defined herein)),  including
rights to assert claims and take other rightful  actions in respect of breaches,
defaults and other violations of such Contracts,  including the Contracts listed
on Schedule 3.16(a) (the "Assumed Contracts);

     (i) all Licenses of Seller relating to the Business, including the Licenses
listed on Schedule 2.01(j);

     (j) all agreements  with vendors of Seller  relating to the Business listed
on Schedule 2.01(k); and

     (k) all  operating  data and records of Seller  relating  to the  Business,
including,  without  limitation,  customer  lists  and  records,  vendor  lists,
equipment logs, operating guides and manuals, telephone numbers and connections,
purchasing materials and records, correspondence and other similar documents and
records,  including  enforcement  of rights  thereunder  at the cost and for the
account of Purchaser.

     Notwithstanding the foregoing,  to the extent that assignment  hereunder by
Seller to  Purchaser of any Assumed  Contract or License is not  permitted or is
not  permitted  without  the  consent  of  any  third  party  (collectively  the
"Nonassignable  Contracts"),  this  Agreement  will  not  be  deemed  to  be  an
assignment  of the same or to constitute  an  undertaking  to assign the same if
such  consent is not given or if such an  assignment  or  undertaking  to assign
otherwise would  constitute a breach of or cause a loss of benefits  thereunder.
Seller will use reasonable  commercial  efforts to obtain any and all such third
party  consents.  If any such third party consent is not  obtained,  Seller will
cooperate with Purchaser in any  reasonable  arrangement  designed to provide to
Purchaser after the Closing the benefits under the applicable  Assumed  Contract
or License,  including  enforcement of rights thereunder at the cost and for the
account of Purchaser,  and Purchaser shall pay or satisfy any  liabilities  with
respect to such  Assumed  Contract  or License as and when they are due,  to the
extent Purchaser would have been responsible  therefor hereunder if such consent
or approval had been obtained.

     SECTION  2.02  Excluded  Assets.  Anything to the  contrary in Section 2.01
notwithstanding, the Assets shall not include, and Purchaser shall not purchase,
those items  described on Schedule  2.02 hereto  (collectively,  the  "Excluded"
Assets").

     SECTION 2.03  Assumption  of  Liabilities.  On the terms and subject to the
conditions  contained  herein,  Purchaser shall assume and agree to pay, perform
and  discharge in accordance  with their terms only the  following  obligations,
debts and  liabilities  of Seller  relating to the Business  (collectively,  the
"Assumed  Liabilities"):  (a) except as  provided in Section  2.04,  the accrued
current  liabilities  relating to the Business as of at Closing,  which  totaled
$431,485.06  at August 31, 2002,  as  increased  or  decreased  by  transactions
conducted in the ordinary course of conduct of Seller between  September 1, 2002
and Closing;

     (b) all of Seller's obligations (other than obligations arising as a result
of breaches by Seller) arising or continuing after the Closing under the Assumed
Contracts and Licenses; and

     (c) all operating and/or capital leases relating to the Business.

     SECTION  2.04  Excluded  Liabilities.  It is  understood  and  agreed  that
Purchaser  is not  hereby  assuming  any  liabilities  of Seller  other than the
Assumed  Liabilities (such liabilities other than the Assumed  Liabilities being
referred  to  herein  as the  "Excluded  Liabilities").  In  addition,  anything
contained in this Agreement to the contrary  notwithstanding  (other than as set
forth  below),  the Assumed  Liabilities  do not include and,  accordingly,  the
Excluded Liabilities include, without limitation, the following liabilities:

     (a) any obligation of Seller for Taxes,  including  without  limitation any
Taxes  arising from the operation of the Business or the ownership of the Assets
as of  the  Closing  or  arising  out of the  consummation  of the  transactions
contemplated  hereby (for  purposes of this section  2.04(a),  all real property
Taxes,  personal Property Taxes and similar ad valorem  obligations  levied with
respect to the Assets for a tax period that  includes  (but does not end on) the
Closing Date shall be apportioned  between  Seller and Purchaser  based upon the
number of days of such period  included in the period before (and including) the
Closing Date and the number of days of such tax period after the Closing  Date);
in  accordance  with  New York  law,  any  sales  taxes  due as a result  of the
transactions  contemplated hereby shall be collected by Seller from Purchaser in
addition to the Purchase Price and shall be remitted to the  appropriate  taxing
authorities.

     (b) all borrowings on life insurance;

     (c) all long-term debt of Seller,  except for any operating  and/or capital
leases relating to the Business;

     (d) any liabilities or obligations of any Owner;

     (e) the  liabilities and obligations of Seller arising under this Agreement
or any of the Ancillary Agreements;

     (f) any  liabilities of Seller under any Contract  pursuant to which Seller
or any  predecessor  of Seller  acquired the Business or any part thereof from a
third party;

     (g)  any  liability  or  obligation,  including,  without  limitation,  any
liability  for  Seller's  attorney's  fees  or  expenses,   resulting  from  any
litigation disclosed pursuant to Section 3.10;

     (h) any liability or  obligations  arising under or in connection  with any
pension,  insurance, bonus, profit-sharing or other Employee Plan (as defined in
Section 3.15(a)) or any obligation  relating to salaries,  bonuses,  vacation or
severance pay, or any obligation under any Law,  including,  without limitation,
ERISA and 4980B of the Code;

     (i) any  liability,  Contract  or  other  obligation  of  Seller,  known or
unknown,  fixed  or  contingent,  the  existence  of which  constitutes  or will
constitute a breach of any  representation or warranty of Seller contained in or
made pursuant to this Agreement or which Purchaser is not assuming hereunder;

     (j) any  liabilities or obligations of Seller under any Contracts  relating
to the Excluded Assets;

     (k) any violation of any Law;

     (l) other than liabilities set forth in Section  2.03(a),  any liability or
obligation  of Seller  arising out of the conduct of the  Business  prior to the
Closing Date, including, without limitation, liabilities and obligations arising
out of transactions  entered into prior to the Closing Date (including,  without
limitation,  liabilities or  obligations  arising out of any breach by Seller of
any  provision  of  any  Assumed  Contract,   including,  but  not  limited  to,
liabilities  or  obligations  arising  out of  Seller's  failure  to  perform as
required under any Contract in accordance  with its terms prior to the Closing),
any action or inaction  prior to the Closing Date or any state of facts existing
prior to the Closing Date (regardless of when asserted) not expressly assumed by
Purchaser pursuant to this Agreement;

     (m) all legal fees and  expenses  incurred by Seller or for which Seller is
otherwise liable; and

     (n) all accounting fees and expenses incurred by Seller or for which Seller
is otherwise liable, except as otherwise provided in Section 10.02.

 SECTION 2.05      Purchase Price; Allocation of Purchase Price.

     (a) The  aggregate  purchase  price to be paid by Purchaser  for the Assets
(the "Purchase  Price") shall be one million four hundred thousand  ($1,400,000)
in cash (the  "Closing  Amount").

     (b) At the  Closing,  seven  hundred  thousand  dollars  ($700,000)  of the
Closing  Amount (the  "Escrowed  Cash") shall be deposited with the Escrow Agent
pursuant to the terms of the Escrow  Agreement.  The Escrowed Cash shall be held
in the  escrow  account  pursuant  to the  Escrow  Agreement  until such time as
determined in  accordance  with the terms of the Escrow  Agreement  (the "Escrow
Release Date").  Subject to Section 8.02(c) and Purchaser's  satisfaction of the
Operational  Milestones,  on the Escrow  Release Date the Escrowed  Cash will be
delivered to Seller.

     (c) The  Purchase  Price shall be  allocated  to the Assets as set forth on
Schedule 2.05(c).  Seller and Purchaser shall report the federal,  state,  local
and foreign Tax  consequences of the transaction  contemplated by this Agreement
in a manner  consistent  with such  allocation.  Seller  and  Purchaser  further
covenant  and  agree  not to take a  position  with  respect  to  Taxes  that is
inconsistent with such allocation on any Tax Return or otherwise,  except as may
be  required  by Law;  provided,  however,  that if any Tax  authority  makes or
proposes  an  allocation  with  respect  to the  Purchase  Price  which  differs
materially from such allocation,  each of NMHC,  Purchaser and Seller shall have
the  right,  at its  election  and  expense,  to  contest  such Tax  authority's
determination.  Each party  shall  provide  the other party with all notices and
information  reports filed with Tax authorities and agencies with respect to the
allocation of the Purchase Price.

     SECTION  2.06  Closing.  Subject  to  the  terms  and  conditions  of  this
Agreement,  the Closing  shall take place at the offices of NMHC, 26 Harbor Park
Drive, Port Washington,  New York commencing at 9:00 a.m. on the second Business
Day following the satisfaction or waiver of all conditions to the obligations of
the parties to  consummate  the  transactions  contemplated  hereby  (other than
conditions  with  respect to the  certificates,  opinions and  agreements  to be
delivered at the Closing);  provided, however, that date of the Closing shall be
no later than  November 1, 2002 (the date on which the Closing takes place being
the "Closing Date"),  unless extended by mutual consent of NMHC or Purchaser and
Seller.  The Closing shall be deemed  effective as of the opening of business on
the Closing Date. Each party hereto agrees to use its or his reasonable  efforts
to satisfy promptly the conditions to the obligations of the respective  parties
hereto in order to expedite the Closing.


                                   ARTICLE III

                    REPRESENTATIONS AND WARRANTIES OF SELLER


     Seller  represents  and warrants to NMHC and Purchaser  that the statements
contained  in this  Article III are correct and  complete as of the date of this
Agreement  and will be correct and  complete  as of the Closing  Date (as though
made then and as though the Closing Date were  substituted  for the date of this
Agreement  throughout  this Article III),  except as set forth in the Disclosure
Schedule.  Nothing  in the  Disclosure  Schedule  shall be  deemed  adequate  to
disclose an  exception to a  representation  or warranty  made herein,  however,
unless  the  Disclosure   Schedule  identifies  the  exception  with  reasonable
particularity  and  describes  the  relevant  facts in  reasonable  detail.  The
Disclosure Schedule will be arranged in paragraphs corresponding to the lettered
and numbered paragraphs contained in this Article III.

     SECTION 3.01  Organization,  Etc. Seller is a corporation,  duly organized,
validly  existing and in good standing  under the laws of the State of New York.
Seller is duly qualified or licensed to do business, and is in good standing, as
a foreign company in each jurisdiction  where the character of the Assets or the
nature  of  its   activities  in  connection   with  the  Business   makes  such
qualification or licensing necessary,  except where the failure to so qualify or
be  licensed  would  not have a Seller  Material  Adverse  Effect,  all of which
jurisdictions  are set  forth  in  Schedule  3.01.  Seller  has full  power  and
authority  to conduct  the  Business  as it is now being  conducted  and to own,
operate  or lease  the  Assets.  Seller  has  heretofore  delivered  to NMHC and
Purchaser true and correct copies of its certificate of incorporation and bylaws
as in effect on the date hereof. Seller has all requisite power and authority to
enter into this Agreement and each of the Ancillary  Agreements to which it is a
party,  to  carry  out its  obligations  under  this  Agreement  and each of the
Ancillary  Agreements to which it is a party and to consummate the  transactions
contemplated hereby and thereby.

     SECTION 3.02  Subsidiaries.  Except as set forth on Schedule  3.02,  Seller
does not own of record or beneficially,  directly or indirectly,  (i) any shares
of capital  stock of  securities  convertible  into  capital  stock of any other
corporation or (ii) any ownership interest in any partnership,  joint venture or
other  non-corporate  business  enterprise  and does not  control,  directly  or
indirectly,  any other entity. Seller is the record and beneficial owners of all
outstanding  shares or other  ownership  interests  of each of the  entities set
forth  on  Schedule  3.02,  free  and  clear  of  any  Liens,  claims,  charges,
encumbrances or other  restrictions on transfer (other than  restrictions  under
applicable  securities  laws),  which  entities are all of the  Subsidiaries  of
Seller.  All of the issued  and  outstanding  shares of capital  stock or equity
interests of each  Subsidiary  of Seller are duly  authorized,  validly  issued,
fully  paid,  non-assessable  and free of  preemptive  rights.  Each of Seller's
Subsidiaries  is duly  qualified  or  licensed  to do  business,  and is in good
standing,  as a foreign  company  in each  jurisdiction  such  qualification  or
licensing  is  necessary  except  where the failure to so qualify or be licensed
would not have a Seller Material Adverse Effect, all of which  jurisdictions are
set  forth  on  Schedule  3.02.  Seller  has  heretofore  delivered  to NMHC and
Purchaser true and correct copies of the certificate of incorporation and bylaws
(or similar  organizational  documents) of each of its Subsidiaries in effect on
the date hereof.

     SECTION 3.03 Capitalization. The authorized, issued and outstanding capital
stock of  Seller  are as set  forth in  Schedule  3.03.  All of the  issued  and
outstanding  shares of Seller are  owned,  of record  and  beneficially,  by the
Owners.  None  of such  capital  stock  has  been  issued  in  violation  of any
preemptive  rights,  rights of first  refusal  or similar  rights.  There are no
outstanding   options,   warrants,   convertible   securities,   calls,  rights,
commitments, preemptive rights or agreements or instruments or understandings of
any character to which Seller is a party or by which Seller is bound, obligating
Seller to issue,  deliver  or sell,  or cause to be issued,  delivered  or sold,
contingently  or  otherwise,  additional  capital  stock  or any  securities  or
obligations convertible into or exchangeable for such capital stock or to grant,
extend or enter  into any such  option,  warrant,  convertible  security,  call,
right,  commitment,  preemptive  right or  agreement.  There are no voting trust
agreements  or  other  Contracts  or  understandings  restricting  or  otherwise
relating to voting,  dividend or other rights with respect to the capital  stock
of Seller.

     SECTION 3.04  Authorization.  The  execution and delivery by Seller of this
Agreement and the Ancillary  Agreements to which it is a party,  the performance
by Seller of its  obligations  hereunder and thereunder and the  consummation by
Seller  of the  transactions  contemplated  hereby  and  thereby  have been duly
authorized by all requisite  action on the part of Seller and its  shareholders.
This  Agreement has been,  and each  Ancillary  Agreement to which Seller or any
Owner is a party will be, duly  executed and delivered by Seller and each of the
Owners, as applicable,  and (assuming due authorization,  execution and delivery
by NMHC and Purchaser)  this Agreement is, and each  Ancillary  Agreement,  when
duly executed and delivered  will be, a legal,  valid and binding  obligation of
Seller and each of the Owners, as applicable,  enforceable  against it or him in
accordance with its terms (except as the  enforceability  thereof may be limited
by any  applicable  bankruptcy,  insolvency or other Laws  affecting  creditors'
rights generally or by general principles of equity,  regardless of whether such
enforceability is considered in equity or at law).

     SECTION 3.05 No Violation. The execution,  delivery and performance of this
Agreement  and the  Ancillary  Agreements  do not and  will not (i)  violate  or
conflict  with the  certificate  of  incorporation  or  bylaws of  Seller,  (ii)
conflict  with  or  violate  any Law or  Governmental  Order  applicable  to the
Business, Seller or any Owner, or (iii) result in any breach of, or constitute a
default  (or event  which with the  giving of notice or lapse of time,  or both,
would become a default)  under, or give to any Person any rights of termination,
amendment, acceleration or cancellation of, or give to any Person any additional
rights or  entitlement  to  increased,  additional,  accelerated  or  guaranteed
payments  under,  or  result in the loss of any  benefit  under or result in the
creation of any Lien on any of the Assets pursuant to, any Contract,  License or
other  instrument  to which  Seller is a party or by which any of the Assets are
bound or affected,  except for Liens created by or through NMHC and Purchaser or
any of their Affiliates.

     SECTION 3.06  Approvals.  The execution and delivery of this  Agreement and
the  Ancillary  Agreements  by Seller  and each of the  Owners  do not,  and the
performance of this Agreement and the Ancillary Agreements by Seller and each of
the Owners  will not,  require any  consent,  approval,  authorization  or other
action by, or filing with or  notification  to, any  Governmental  Authority  or
other Person under any Law or Contract other than such filings or  registrations
with, or authorizations,  consents or approvals of Governmental  Authorities the
failure  of which to make or  obtain  would not have a Seller  Material  Adverse
Effect.

     SECTION 3.07      Financial Statements and Other Information.

     (a) Seller has delivered to NMHC and Purchaser  true,  correct and complete
copies of Seller's  audited  balance  sheet for the  Business as of December 31,
2001 and the related statements of operations and cash flows for the fiscal year
ended  December 31, 2001 and the  unaudited  balance  sheets as of September 30,
2002 and related  statements  of  operations  and cash flows for the nine months
ended  September  2002  together  with the  notes to such  financial  statements
(collectively,  the "Seller Financial Statements").  The balance sheet of Seller
at December 31, 2001 is referred to as the "Seller Balance Sheet".

     (b) The Seller  Financial  Statements are in accordance  with the books and
records of Seller and have been  prepared in accordance  with GAAP  consistently
applied throughout the periods covered thereby,  and the balance sheets included
therein present fairly as of their respective  dates the financial  condition of
Seller. All liabilities and obligations,  whether absolute,  accrued, contingent
or  otherwise,  whether  direct or  indirect,  and whether due or to become due,
which  existed  at the  date of  such  Seller  Financial  Statements  have  been
disclosed in the balance sheets included in the Seller  Financial  Statements or
in notes to the Seller Financial  Statements to the extent such liabilities were
required,  under GAAP, to be so disclosed. The Seller Balance Sheet specifically
identifies  the assets and  liabilities  which,  if the Closing had been held on
December  31,  2002,  would  have  been  transferred  to or  assumed  by NMHC or
Purchaser in accordance  herewith.  The  statements of operations and cash flows
included  in the Seller  Financial  Statements  present  fairly  the  results of
operations  and cash flows of Seller for the  periods  indicated,  and the notes
included  in the Seller  Financial  Statements  present  fairly the  information
purported to be shown  thereby.  The  statements of  operations  included in the
Seller  Financial  Statements  do not contain any  material  items of special or
non-recurring  income or other income not earned, or omit any expenses incurred,
in the ordinary course of business except as expressly  specified  therein.  The
statements  of  operations  and cash  flows  included  in the  Seller  Financial
Statements do not reflect any  operations or business not intended to constitute
part of the Business  following  consummation of the  transactions  contemplated
hereby  and  reflect  all costs  that have  historically  been  incurred  by the
Business.  The  Business  has not been  conducted  through any Person other than
Seller.

  (c) [Reserved]

     (d) The  accounts  receivable  of Seller  arising  from the Business as set
forth on the latest balance sheet included in the Seller Financial Statements or
arising since the date thereof are valid and genuine;  have arisen solely out of
bona fide sales and  deliveries  of goods,  performance  of  services  and other
business  transactions in the ordinary  course of business  consistent with past
practice;  are not subject to valid defenses,  set-offs or  counterclaims;  and,
except as set forth in the  Disclosure  Schedule,  are  collectible  at the full
recorded amount thereof (less, in the case of accounts  receivable  appearing on
the balance sheet, the recorded  allowance for collection  losses on the balance
sheet)  over  the  period  of  usual  trade  terms  (by use of  Seller's  normal
collection  methods  without  resort to  litigation or reference to a collection
agency).  The  allowance  for  collection  losses on the  latest  balance  sheet
included in the Seller  Financial  Statements has been  determined in accordance
with GAAP consistent with past practice.

     (e) Except as set forth in the notes to the Seller Financial  Statements or
in the Disclosure Schedule, the liabilities on the latest balance sheet included
in the Seller  Financial  Statements  consist solely of accrued  obligations and
liabilities  incurred  by the  Business  in the  ordinary  course of business to
Persons which are not  Affiliates  of Seller.  There are no  liabilities  of the
Business  of any kind  whatsoever,  whether or not  accrued  and  whether or not
contingent or absolute,  determined  or  determinable  or otherwise,  including,
without limitation, documentary or standby letters of credit, bid or performance
bonds,  or  customer  or third  party  guarantees,  and no  existing  condition,
situation  or set of  circumstances  that  could  reasonably  result  in  such a
liability,  other  than  (i)  liabilities  disclosed  in  the  Seller  Financial
Statements,  (ii)  liabilities  relating solely to the Excluded Assets and (iii)
liabilities  which  have  arisen  after  the date of the  latest  balance  sheet
included in the Seller  Financial  Statements in the ordinary course of business
and  consistent  with past practice  (none of which is a liability for breach of
contract,  breach of warranty  (other than charge backs incurred in the ordinary
course of business and consistent with past practice),  tort, infringement claim
or lawsuit)  which,  individually  or in the aggregate,  could not reasonably be
expected to have a Seller Material Adverse Effect.

     (f) The books,  records and accounts of Seller  maintained  with respect to
the  Business   accurately  and  fairly  reflect,   in  reasonable  detail,  the
transactions  and the  assets  and  liabilities  of Seller  with  respect to the
Business.  Seller  has  not  engaged  in any  transaction  with  respect  to its
business,  maintained any bank account for its business or used any of the funds
of Seller in the conduct of the Business except for transactions,  bank accounts
and funds which have been and are reflected in the normally maintained books and
records of the Business.

     (g)  Schedule  3.07(g)  lists the name and  address of every bank and other
financial  institution  in which  Seller or its  Affiliates  maintain an account
(whether checking,  savings or otherwise),  lock box or safe deposit box for the
Business,  and the account numbers and names of persons having signing authority
or other access thereto.

     SECTION 3.08 Absence of Certain  Changes or Events.  (a) Since December 31,
2001,  except as contemplated  by this  Agreement,  Seller and the Business have
been conducted in all material  respects in the ordinary course  consistent with
past practice.  Since December 31, 2001,  there has been (i) no material adverse
change in the Assets or liabilities, or in the business, condition (financial or
otherwise),  results of operations or prospects,  of the Business,  whether as a
result of any  legislative  or regulatory  change,  revocation of any License or
right to do business, fire, explosion, accident, casualty, labor trouble, flood,
drought,  riot,  storm,  condemnation  or act of God or  otherwise,  and (ii) no
adverse  change in the Assets or  Liabilities  or in the  business or  condition
(financial  or  otherwise)  of the  Business  except in the  ordinary  course of
business;  and, to the  Knowledge of Seller,  no fact or condition  exists or is
contemplated or threatened which could reasonably be anticipated to cause such a
change in the future.

     (b) Without  limiting the generality of the  foregoing,  since December 31,
2001, except as contemplated by this Agreement, Seller has not:

     (i) except in the ordinary  course of business of the  Business  consistent
with past practice, granted any Lien (other than a Permitted Lien) on any Asset;

     (ii) except in the ordinary  course of business of the Business  consistent
with past  practice,  granted  or  agreed  to grant  any  bonus to any  Business
Employee or made any increase in the rate of salary or  compensation or benefits
of any Business Employee except as set forth, in Schedule 3.08(b);

     (iii) except for sales of  inventory in the ordinary  course of business of
the Business and consistent with past practice of the Business,  sold, assigned,
transferred,  leased or otherwise  disposed of any of the Assets  having a value
individually or in the aggregate exceeding $10,000;

     (iv) except as required by GAAP,  made any material change in any method of
accounting or accounting practice relating to the Business;

     (v) failed to pay or discharge when due any liability or obligation;

     (vi)  made  any  material  change  in the  manner  of the  Business  or its
operations;

     (vii) paid or declared any dividend or other  distribution  with respect to
any capital  stock,  other than to the extent  necessary to fund the Owners' Tax
liabilities arising from the operation of the Business;

     (viii) issued any shares of its capital stock or other security (including,
without  limitation,  securities  convertible  into or rights to acquire capital
stock of Seller);

     (ix)  borrowed  any amount or incurred or become  subject to any  liability
(absolute,   accrued  or  contingent),   except  current  liabilities  incurred,
liabilities  under  Contracts   entered  into,   borrowings  under  the  banking
facilities of Seller  disclosed in Schedule  3.08(ix) and liabilities in respect
of letters of credit issued under such banking facilities,  all of which were in
the ordinary course of business;

     (x) suffered any loss of any Asset or waived any right of substantial value
relating to the Business whether or not in the ordinary course of business;

     (xi)  suffered any adverse  change in its  relations  with,  or any loss or
threatened  loss of, any of the  suppliers or  customers of Seller  disclosed in
Schedule 3.21;

     (xii)  delayed or  postponed  the  payment of  accounts  payable  and other
liabilities outside the ordinary course of business;

     (xiii)  entered into any  transaction  affecting  the Assets  except in the
ordinary course of business; and

     (xiv) except as contemplated by this Agreement, entered into any commitment
or Contract to do any of the foregoing.

     SECTION  3.09  Taxes.  Except as set forth in  Schedule  3.09:  (a) all Tax
returns,  forms, statements and reports (herein referred to collectively as "Tax
Returns" or singularly  as a "Tax Return")  required to be filed by or on behalf
of Seller have been filed in a timely manner with the  appropriate  Governmental
Authorities  in all  jurisdictions  in which such Tax Returns are required to be
filed  (taking  into account all  extensions)  and all Taxes shown to be due and
payable on such Tax Returns have been paid in full;

     (b) all such Tax Returns and the  information  and data  contained  therein
have been properly and  accurately  compiled and  completed,  fairly present the
information  purported to be shown therein and reflect all liabilities for Taxes
for the periods covered by such Tax Returns;

     (c) none of such Tax Returns relating to the Business or the Assets are now
under  audit  or  examination  by  any  Governmental  Authority,  there  are  no
agreements,  waivers or other  arrangements  providing  for an extension of time
with respect to the  assessment  or  collection  of any Tax or deficiency of any
nature with respect to any such Tax Return, nor is any Action now pending or, to
the  Knowledge  of Seller,  threatened  against  Seller with  respect to any Tax
relating to the Business or the Assets,  and, to the Knowledge of Seller,  there
is no Basis for such an Action;

     (d) there is no Tax Lien imposed by any Governmental  Authority outstanding
against any of the Assets or the Business;

     (e) (1) neither  Seller nor any of its  Affiliates has made with respect to
any Assets of the Business any consent under  Section 341 of the Code,  (2) none
of the Assets is "tax exempt use property"  within the meaning of Section 168(h)
of the Code,  and (3) none of the  Assets is a lease  made  pursuant  to Section
168(f)(8) of the Internal Revenue Code of 1954; and

     (f) Seller does not have any liability for Taxes of any other taxpayer as a
transferee, successor, by Contract or otherwise.

     SECTION 3.10 Litigation. Except as set forth in Schedule 3.10, there are no
Actions pending or, to the Knowledge of Seller, threatened against Seller, or to
the Knowledge of Seller, any Basis in fact therefor known to Seller, relating to
the  Business or to which any of the Assets are  subject.  With  respect to each
Action   described  in  such  Schedule,   copies  of  all  pleadings,   filings,
correspondence  with opposing  parties and their  counsel,  opinions of counsel,
results of studies, judgments, orders, attachments, impositions of or recordings
of Liens and other documents have been furnished to NMHC and Purchaser.  Neither
the  Business  nor Seller is subject to any  outstanding  injunction,  judgment,
order,  decree,  ruling or charge which could  reasonably  be expected to have a
Seller Material Adverse Effect.

     SECTION 3.11  Compliance  with Laws.  The  Business  has been  conducted by
Seller in  compliance in all material  respects  with all Laws and  Governmental
Orders  applicable to Seller,  the Business or any Asset.  No  investigation  or
review by any Governmental  Authority with respect to the Business or the Assets
is pending or, to the Knowledge of Seller,  threatened, nor has any Governmental
Authority  indicated  in writing  to Seller an  intention  to conduct  the same.
Neither  Seller  nor,  to  the  Knowledge  of  Seller,  any  director,  officer,
consultant or employee of Seller (in their  capacity as such),  is in default in
any material respect with respect to any  Governmental  Order known to or served
upon Seller by any Governmental Authority.  There is no existing Law which would
prohibit or materially  restrict or otherwise  materially  adversely  affect the
conduct of the Business in any  jurisdiction  in which it is now being conducted
or in which the Business is currently proposed to be conducted.

     SECTION 3.12 Real Property. (a) Seller owns no real property.

     (b) Schedule  3.12  identifies  each real  property  leased or subleased by
Seller and used in the Business (the "Leased Real Property"). None of the leases
and  subleases  with respect to such Leased Real  Property are subject to Liens,
except Permitted Liens.

     (c) True and  complete  copies of the  leases  affecting  any  Leased  Real
Property have been made  available to NMHC and  Purchaser by Seller.  Subject to
the terms of the respective  leases  affecting any Leased Real Property,  Seller
has a valid and subsisting  leasehold or subleasehold estate in each Leased Real
Property  and each lease is in full force and effect and neither  Seller nor, to
the  knowledge  of  Seller,  any  other  party to any such  lease is in  default
thereunder.

                  SECTION 3.13      Compliance with Environmental Laws.

     (a) Seller and its Subsidiaries  have at all times owned, used and operated
the Business and the Assets in  compliance  in all  material  respects  with all
applicable  limitations,   restrictions,  conditions,  standards,  prohibitions,
requirements and obligations of the Licenses and Environmental  Laws and related
Governmental Orders.

     (b) There are not any pending or, to the  Knowledge  of Seller,  threatened
Actions by or before any Governmental  Authority  directed against Seller or any
of its  Subsidiaries  which  pertain or relate to (i) any  response,  removal or
remedial  costs or  obligations  under any  applicable  Environmental  Law, (ii)
violations by Seller or any of its  Subsidiaries  of any  Environmental  Law, or
(iii)  personal  injury or  property  damage  claims  relating  to a release  of
chemicals or Hazardous Materials by Seller or any of its Subsidiaries.

     (c) Seller is not aware of any  Environmental  remediation  costs which are
required or have been planned for which Seller reasonably anticipates payment or
accrual by Seller or its Subsidiaries.

     SECTION 3.14 Condition of the Assets and Related Matters.  The Assets will,
as of the  Closing  Date,  constitute  all  of the  assets  (other  than  people
resources) necessary for the conduct of the Business in all material respects as
currently  conducted by Seller,  and none of the Excluded Assets are material to
the Business.

     (a) Except  for (i)  Permitted  Liens and (ii) Liens  created by or through
NMHC or  Purchaser  or any of their  Affiliates,  Seller has,  and upon  payment
therefor,  Purchaser will have good and indefeasible title to the Assets (except
for leased or licensed Assets,  as to which Seller has, and Purchaser will have,
valid  leaseholds  or licenses and subject to obtaining  required  consents with
respect to the Nonassignable Contracts), free and clear of all Liens.

     (b) The  Assets are in good  operating  condition,  ordinary  wear and tear
excepted,  are usable in the  ordinary  course of  business,  are  adequate  and
suitable  for the uses to which they are being put and  conform in all  material
respects  to all  applicable  Laws  relating  to  their  construction,  use  and
operation.  None of the Assets are in need of  maintenance or repairs other than
ordinary routine maintenance and repairs which are not material, individually or
in the  aggregate,  in nature or cost.  The  Assets do not  include  any  equity
interests in any other Person.

                  SECTION 3.15      Employee and Labor Matters and Plans.

     (a) Schedule  3.15(a)  lists each  "employee  benefit  plan," as defined in
Section  3(3) of  ERISA,  whether  or not  subject  to  ERISA,  and  each  other
employment, severance, consulting, confidentiality,  deferred, incentive, fringe
benefit,  change in control,  retention,  stock  option or other equity based or
other compensatory or benefit plan, policy, agreement or arrangement (including,
without limitation,  any collective  bargaining agreement) that is, with respect
to Seller's own  employees,  (i)  maintained,  administered,  contributed  to or
required to be  contributed  to by Seller,  or any entity  that,  together  with
Seller,  would be treated as a single employer under Section 414 of the Code (an
"ERISA  Affiliate")  or to which Seller or any ERISA  Affiliate is a party,  and
(ii)  covers  any  employee  or  former  employee  of Seller or any of its ERISA
Affiliates  who provides or has provided  services to or in connection  with the
Business  (the  "Business  Employees").  Each such plan,  policy,  agreement  or
arrangement is referred to herein as an "Employee Plan".

     (b) Seller has  delivered  or made  available to NMHC and  Purchaser  true,
correct and  complete  copies of the  following  documents  with respect to each
Employee Plan (where applicable): (i) all plan documents and agreements, as well
as collective  bargaining  agreements  and amendments of same; and (ii) the most
recent copies of all summary plan descriptions and booklets  distributed to plan
participants.

     (c) With respect to any funded employee  pension plan within the meaning of
Section  3(2) of ERISA,  (i) there has been no  accumulated  funding  deficiency
within the  meaning of Section  302(a)(2)  of ERISA or Section  412 of the Code,
which has resulted or could result in the  imposition  of a Lien upon any of the
Assets;  and (ii) no event has occurred and no  circumstance  exists under which
Seller  or any  of its  Affiliates  has  incurred  or  may  incur,  directly  or
indirectly,  any liability under the provisions of Title IV of ERISA which could
become  a  liability  of NMHC or  Purchaser.  Seller  neither  is nor  ever  was
obligated to contribute or is otherwise a party to any employee  welfare benefit
plan or employee  pension benefit plan which is a multiemployer  plan within the
meaning of Section 3(37) of ERISA.

     (d) Each Employee Plan has been maintained in compliance with its terms and
applicable  Law. With respect to each Employee Plan which is a group health plan
within the meaning of Section 5000(b)(1) of the Code, (i) Seller has complied in
all material respects with the provisions of Section 4980B of the Code; and (ii)
no event has occurred and no circumstance exists under which Seller has incurred
or may incur, direct or indirect liability under the provisions of Section 4980B
of the Code which could  become a liability  of NMHC or  Purchaser  or which has
resulted or could result in the imposition of a Lien upon any of the Assets.

     (e)  Schedule  3.15(e)  contains a true and  complete  list of all Business
Employees  who are employed or  performing  services in the Business on the date
hereof,  the title and rate of compensation of each Business  Employee,  and the
amount of any accrued bonuses,  vacation,  sick leave, maternity leave and other
leave for such  personnel as of the date of this  Agreement.  All accrued salary
and bonuses, and accrued amounts for vacation,  sick leave,  maternity leave and
other leave shall be paid by Seller on or prior to the Closing  Date.  Seller is
not in default  with respect to any  withholding  or other  employment  Taxes or
payments  with  respect to accrued  vacation or  severance  pay on behalf of any
employee or independent contractor for which it is obligated on the date hereof,
and Seller will  maintain  and continue to make all such  necessary  payments or
adjustments  arising  through the Closing Date.  Seller has not  instituted  any
"freeze"  of, or delayed or deferred the grant of, any  cost-of-living  or other
salary  adjustment  for any  Business  Employee.  Seller has not  engaged in any
unfair labor practice or  discriminated on the basis of race,  color,  religion,
sex, national origin, age,  disability or handicap in its employment  conditions
or practices.  No employee or  independent  contractor has filed or, to Seller's
Knowledge,  threatened any claims,  and there is no reasonable Basis for a claim
against Seller  relating to employment or similar  matters  (including,  without
limitation,  compensation and benefits) with Seller.  There are not in existence
or,  to  Seller's  Knowledge,  threatened  any  (i)  work  stoppages  respecting
employees or  independent  contractors  of Seller or (ii) unfair labor  practice
complaints  against Seller.  Seller is not a party to any collective  bargaining
agreement  applicable  to any Business  Employees.  No  representation  question
exists respecting the Business Employees and no collective  bargaining agreement
is currently  being  negotiated  by Seller  covering its  employees,  nor is any
grievance  procedure or  arbitration  proceeding  pending  under any  collective
bargaining  agreement and no claim  therefor has been  asserted.  Seller has not
received notice from any union or the Business  Employees  setting forth demands
for  representation,  elections or for present or future changes in wages, terms
of  employment  or  working  conditions.  There have been no audits of the equal
employment  opportunity practices of Seller, and, to the Knowledge of Seller, no
Basis for such audit  exists.  Seller does not have any  severance  agreement or
other arrangement with respect to severance with any Business Employee. True and
complete  copies of the  current  written  personnel  policies,  manuals  and/or
handbooks of Seller have previously been delivered to NMHC and Purchaser.

     SECTION 3.16 Contracts. (a) Schedule 3.16(a) lists each currently effective
Contract of Seller  relating to the  Business,  the Business  Employees  and the
Assets. True and correct copies of all the Assumed Contracts have been furnished
to NMHC and  Purchaser.  Except as  indicated  in Schedule  3.16(a),  all of the
foregoing Contracts are Assumed Contracts. With respect to each Assumed Contract
(whether or not listed on the Disclosure Schedule):  (i) the agreement is legal,
valid,  binding,  enforceable  and in full  force and  effect;  (ii)  subject to
obtaining  required  consents with respect to the Nonassignable  Contracts,  the
agreement will continue to be legal,  valid,  binding,  enforceable  and in full
force and effect on identical terms  immediately  following the  consummation of
the  transactions  contemplated  hereby;  (iii) neither  Seller nor, to Seller's
Knowledge,  any other  party  thereto,  is in breach or default in any  material
respect,  and no event has  occurred  which  with  notice or lapse of time would
constitute a breach or default in any material respect,  or permit  termination,
modification or acceleration,  under the agreement; and (iv) neither Seller nor,
to Seller's  Knowledge,  any other party thereto has repudiated any provision of
the  agreement.  There are no  material  liabilities  of Seller or, to  Seller's
Knowledge,  any other party to any of the  Assumed  Contracts  arising  from any
breach of or default in any provision thereof, nor has there occurred any breach
or  default  thereof  by Seller  which  would  permit  the  acceleration  of any
obligation  of any  party  thereto  or the  creation  of a Lien  upon any of the
Assets.  There are no negotiations pending or in progress to revise any material
terms of such Assumed Contracts.

     (b) Except as set forth on Schedule 3.16(b),  no consent or approval of any
Person is required in connection with the execution, delivery and performance of
this Agreement, including the assignment of the Assumed Contracts.

     SECTION 3.17 Insurance Policies.  Schedule 3.22, (i) contains a correct and
complete  description  of all insurance  agreements  and policies  maintained by
Seller,  including any and all insurance  agreements  and policies  covering the
Assets and the Business,  and the type and amounts of coverage  thereunder,  and
(ii) reflects all such insurance  required by Law or that Seller deems necessary
and  adequate,  in type and amount,  to protect it and its  financial  condition
against the risks involved in the conduct of the Business.  Such  agreements and
policies are in full force and effect,  Seller is not delinquent with respect to
any  premium  payments  thereon,  and  Seller  has not  received  any  notice of
cancellation or termination with respect to any such policy. Except as set forth
in Schedule 3.17, since 1997,  Seller has not been refused  insurance  coverage,
nor has any insurer otherwise  reserved rights, in connection with the Business,
nor has any  claim  in  excess  of  $10,000  been  made in  respect  of any such
agreement  or policy.  Seller  has not failed to give any notice or present  any
claim under any such  insurance  policy or agreement in due and timely  fashion.
There are no pending claims against such insurance agreements and policies by or
on behalf of Seller.  All  retroactive  premium  adjustments  under any worker's
compensation policy of Seller have been recorded in the Financial  Statements in
accordance with GAAP and are reflected in the Financial Statements.

     SECTION  3.18  Records.  Seller has  records  that  accurately  and validly
reflect its transactions and accounting  controls sufficient to insure that such
transactions  are (i) in all material  respects  executed in accordance with its
management's  general or specific  authorization and (ii) recorded in conformity
with GAAP.

     SECTION 3.19 [Reserved.]

     SECTION 3.20 Brokers. No broker, finder or investment banker is entitled to
any  brokerage,  finder's  or other fee or  commission  in  connection  with the
transactions  contemplated by this Agreement based upon  arrangements made by or
on behalf of Seller, the Owners or their respective Affiliates.

     SECTION 3.21 Suppliers and Customers

     (a) Schedule  3.21 lists (i) all  suppliers of the Business to which Seller
made  payments  during  the year ended  December  31,  2001,  or expects to make
payments  during the year ending  December 31, 2002, in excess of two percent of
Seller's cost of sales as reflected on Seller's statement of operations for such
year and (ii) all  customers  of the Business  that paid Seller  during the year
ended  December 31, 2001 or that Seller  expects  will pay to Seller  during the
year ending  December 31, 2002, more than two percent of Seller's sales revenues
relating to the Business as reflected on Seller's  statement of  operations  for
such year.

     (b) Seller has no information  which might reasonably  indicate that any of
the  customers or suppliers  of the Business  listed on Schedule  3.21 intend to
cease  purchasing  from,  selling to or dealing with the  Business,  nor has any
information  been  brought to Seller's  attention  which might  reasonably  lead
Seller to believe any such customer or supplier intends to alter in any material
respect the amount of such purchases or sales or the extent of dealings with the
Business  or would  alter  in any  material  respect  such  purchases,  sales or
dealings in the event of the  consummation of the  transactions  contemplated by
this Agreement.

     (c) Neither Seller,  nor, to the Knowledge of Seller,  any of its officers,
directors or Affiliates, nor any relative or spouse (or relative of such spouse)
of any such officer,  director or Affiliate, nor any entity controlled by one of
more of the foregoing:

     (i) owns,  directly or indirectly,  any interest in (excepting less than 2%
stock holdings for investment purposes in securities of publicly held and traded
companies),  or is an officer,  director,  employee or consultant of, any Person
which is, or is engaged in business as, a competitor,  lessor, lessee, supplier,
distributor, sales agent, customer or client of the Business;

     (ii) owns,  directly or  indirectly,  in whole or in part,  any tangible or
intangible property that the Business uses in the conduct of business; or

     (iii) has any cause of action or other claim  whatsoever  against,  or owes
any amount  to,  the  Business,  except  for  claims in the  ordinary  course of
business  such as for accrued  vacation pay,  accrued  benefits  under  employee
benefit plans, and similar matters and agreements existing on the date hereof.

     SECTION 3.22 Intellectual  Property. (a) Schedule 3.22 contains an accurate
and complete list of all Copyrights, Trademarks, patents, and other Intellectual
Property  owned  (in  whole  or in  part),  licensed  to any  extent  or used or
anticipated  to be used in the conduct of the Business as  currently  conducted,
whether in the name of Seller,  any  employee or  otherwise  (collectively,  the
"Seller Intellectual  Property").  Seller owns or has the valid right to use, in
each  case as and to the  extent  currently  used in the  Business,  all  Seller
Intellectual  Property  that is material  to the  operation  of the  Business as
currently operated by Seller. Each item constituting part of Seller Intellectual
Property in which Seller has an ownership or license  interest has been,  to the
extent indicated on the Disclosure  Schedule,  duly registered with, filed in or
issued by, as the case may be, the United States Patent and Trademark  Office or
such other Governmental  Authorities,  domestic or foreign,  as are indicated on
the Disclosure Schedule and such registrations,  filings and issuances remain in
full force and effect. To the Knowledge of Seller,  Seller Intellectual Property
and the use thereof in the  operation of the Business as currently  conducted by
Seller, do not infringe any Copyright,  Trademark or other Intellectual Property
right of any Person.  No claim,  written or oral,  has been  asserted or, to the
Knowledge of Seller, could be asserted,  which threatens or, to the Knowledge of
Seller, could threaten,  that the use of such Seller Intellectual  Property in a
manner  consistent with past practice does or may infringe upon the Intellectual
Property  rights of any  Person.  No Person is  engaging  in any  activity  that
infringes in any material respect upon Seller Intellectual  Property or Seller's
rights in or to any Seller Intellectual Property.  Neither Seller nor any of its
Affiliates is in breach of, or default under, any term of any Contract  relating
to Seller Intellectual Property,  and, to Seller's Knowledge,  no other party to
any such Contract is in breach thereof or default  thereunder.  Without limiting
any other provisions  hereof,  Seller has not granted any license,  franchise or
permit to any  Person to use any of Seller  Intellectual  Property  and no other
Person  (including,  without  limitation,  Seller) has the right to use the same
Trademarks used by Seller or any similar Trademarks likely to lead to confusion.

     (b) Seller has not conducted  the Business  under any  corporate,  trade or
fictitious  name.  Schedule  3.22(b)  sets  forth all  Trademark  and  Copyright
registrations and applications relating to the Business abandoned by Seller.

     SECTION  3.23  Licenses.  Seller  holds  all  Licenses  necessary  for  the
operation of the Business as currently  operated,  all of which Licenses are set
forth on  Schedule  3.23 of such  Licenses  are in full  force and effect in all
material  respects,  Seller is in compliance  in all material  respects with the
terms of such  Licenses,  and no Action is  pending  nor,  to the  Knowledge  of
Seller,  is threatened to revoke or terminate any License or declare any License
invalid  in any  material  respect.  Seller  has taken all  necessary  action to
maintain such Licenses. All such Licenses are assignable by Seller to Purchaser.

     SECTION  3.24 No Illegal or  Improper  Transactions.  Neither  Seller,  the
Owners,  nor any  director,  officer or  employee  of Seller  has,  directly  or
indirectly,  used  funds or other  assets  of  Seller,  or made any  promise  or
undertaking in such regards, for (i) illegal contributions, gifts, entertainment
or other expenses  relating to political  activity,  (ii) illegal payments to or
for the benefit of  governmental  officials or  employees,  whether  domestic or
foreign,  (iii)  illegal  payments to or for the  benefit of any Person,  or any
director,  officer,  employee,  agent  or  representative  thereof,  or (iv) the
establishment or maintenance of a secret or unrecorded fund, and there have been
no false or fictitious entries made in the books or records of Seller.

     SECTION 3.25 Owners'  Representations.  The Owners have no actual knowledge
of any  information  that any of the  customers  or  suppliers  of Seller or its
Subsidiaries relating to the Business listed on the Disclosure Schedule intends,
or is considering,  ceasing or altering, in any material adverse respect,  their
purchasing  from,  selling to or dealing  with  Seller or its  Subsidiaries,  by
reason of the consummation of the  transactions  contemplated by this Agreement,
or otherwise.


                                   ARTICLE IV

              REPRESENTATIONS AND WARRANTIES OF NMHC AND PURCHASER


     NMHC and Purchaser  jointly and  severally  represent and warrant to Seller
and the Owners that the statements  contained in this Article IV are correct and
complete as of the date of this Agreement and will be correct and complete as of
the  Closing  Date (as  though  made then and as though  the  Closing  Date were
substituted for the date of this Agreement throughout this Article IV).

     SECTION 4.01 NMHC Organization,  Etc. NMHC is a corporation duly organized,
validly  existing and in good standing  under the laws of the State of Delaware.
NMHC is duly qualified or licensed to do business, and is in good standing, as a
foreign  corporation in each jurisdiction where the character of its business or
the nature of its properties makes such  qualification  or licensing  necessary,
except where the failure to so qualify or be licensed would not have a Purchaser
Material Adverse Effect.  NMHC has full corporate power and authority to conduct
its  business  as it is now being  conducted  and to own,  operate  or lease the
properties and assets it currently owns, operates or holds under lease. NMHC has
heretofore  made available to Seller true and correct copies of its  certificate
of  incorporation  and  bylaws  as in effect  on the date  hereof.  NMHC has all
requisite corporate power and authority to enter into this Agreement and each of
the Ancillary  Agreements to which it is a party,  to carry out its  obligations
under  this  Agreement  and each of the  Ancillary  Agreements  to which it is a
party,  Agreements to which it is a party,  and to consummate  the  transactions
contemplated hereby and thereby.

     SECTION 4.02 Purchaser  Organization,  Etc. Purchaser is a corporation duly
organized,  validly existing and in good standing under the laws of the State of
Delaware. Purchaser is duly qualified or licensed to do business, and is in good
standing,  as a foreign  corporation in each jurisdiction where the character of
its  business  or the  nature of its  properties  makes  such  qualification  or
licensing necessary, except where the failure to so qualify or be licensed would
not have a  Purchaser  Material  Adverse  Effect.  Purchaser  has full power and
authority  to conduct  its  business  as it is now being  conducted  and to own,
operate or lease the properties and assets it currently owns,  operates or holds
under lease.  Purchaser has heretofore made available to Seller true and correct
copies  of  its  organizational  documents  as in  effect  on the  date  hereof.
Purchaser has all requisite power and authority to enter into this Agreement and
each of the  Ancillary  Agreements  to  which it is a  party,  to carry  out its
obligations  under this Agreement and each of the Ancillary  Agreements to which
it is a party,  and to  consummate  the  transactions  contemplated  hereby  and
thereby.

     SECTION  4.03  Authorization.  The  execution  and  delivery  by  NMHC  and
Purchaser of this  Agreement  and the  Ancillary  Agreements to which they are a
party, the performance by NMHC and Purchaser of their obligations  hereunder and
thereunder  and the  consummation  by NMHC  and  Purchaser  of the  transactions
contemplated  hereby and  thereby  have been duly  authorized  by all  necessary
corporate action on the part of NMHC and Purchaser. This Agreement has been, and
each  Ancillary  Agreement to which NMHC and  Purchaser is a party will be, duly
executed and delivered by NMHC and Purchaser,  and (assuming due  authorization,
execution, and delivery by Seller and the Owners parties thereto) this Agreement
is, and each Ancillary  Agreement,  when duly executed and delivered,  will be a
legal, valid and binding obligation of NMHC and Purchaser,  enforceable  against
NMHC and  Purchaser in accordance  with its terms (except as the  enforceability
thereof may be limited by any  applicable  bankruptcy,  insolvency or other Laws
affecting  creditors'  rights  generally  or by  general  principles  of equity,
regardless of whether such enforceability is considered in equity or at law).

     SECTION 4.04 No Violation. The execution,  delivery and performance of this
Agreement  and the  Ancillary  Agreements  do not and  will not (a)  violate  or
conflict with the certificate of incorporation or bylaws of NMHC or of Purchaser
or any Subsidiary of NMHC or Purchaser,  (b) conflict with or violate any Law or
Governmental Order applicable to NMHC and Purchaser or any Subsidiary of NMHC or
Purchaser,  or (c) result in any breach of, or  constitute  a default  (or event
which  with the  giving  of  notice or lapse of time,  or both,  would  become a
default)  under,  or give to any Person any  rights of  termination,  amendment,
acceleration or cancellation of, or give to any Person any additional  rights or
entitlement to increased, additional,  accelerated or guaranteed payments under,
or result in the creation of any Lien on any of the assets or properties of NMHC
or Purchaser or any  Subsidiary of NMHC or Purchaser  pursuant to, any Contract,
License or other  instrument  to which NMHC and  Purchaser or any  Subsidiary of
NMHC or Purchaser is a party or by which any of the assets or properties of NMHC
or Purchaser or any Subsidiary of NMHC or Purchaser are bound or affected, which
breach or default would have a Purchaser Material Adverse Effect.

     SECTION 4.05  Approvals.  The execution and delivery of this  Agreement and
the Ancillary  Agreements by NMHC and Purchaser do not, and the  performance  of
this  Agreement  and the Ancillary  Agreements  by NMHC and Purchaser  will not,
require any consent, approval,  authorization or other action by, or filing with
or notification to, any Governmental  Authority or other Person under any Law or
Contract,  other than such filings or  registrations  with,  or  authorizations,
consents or approvals of  Governmental  Authorities the failure of which to make
or obtain would not have a Purchaser Material Adverse Effect.

     SECTION 4.06 Brokers. No broker, finder or investment banker is entitled to
any  brokerage,  finder's  or other fee or  commission  in  connection  with the
transactions  contemplated by this Agreement based upon  arrangements made by or
on behalf of Purchaser or NMHC or their respective Affiliates.

     SECTION 4.07 Financial  Statements and Other Information.  To the knowledge
of Purchaser  and NMHC,  NMHC has filed with the SEC all required  reports under
the Securities  Exchange Act of 1934 (the "Exchange  Act") since January 1, 2000
(the "SEC  Documents").  The  financial  statements  of NMHC included in the SEC
Documents (the "NMHC  Financial  Statements")  comply as to form in all material
respects with the applicable accounting requirements and the published rules and
regulations  of the SEC, and have been prepared in accordance  with GAAP (except
in the case of  unaudited  statements,  as  permitted  by Form  10-Q of the SEC)
consistently  applied  (except  as  may  be  indicated  in  the  notes  thereto)
throughout the periods covered thereby,  and the balance sheets included therein
present fairly as of their respective dates the consolidated  financial position
of NMHC  and its  consolidated  subsidiaries  as of the  dates  thereof  and the
consolidated  results of their  operations  and cash flows for the periods  then
ended  (subject,  in the  case  of  unaudited  statements,  to  normal  year-end
adjustments).  All  liabilities  and  obligations of NMHC and its  subsidiaries,
whether absolute, accrued, contingent or otherwise,  whether direct or indirect,
and  whether  due or to  become  due,  which  existed  at the date of such  NMHC
Financial  Statements  have been disclosed in the balance sheets included in the
NMHC Financial  Statements or in notes to the NMHC  Financial  Statements to the
extent such liabilities were required, under GAAP, to be so disclosed.

     SECTION  4.08  Absence of Certain  Changes or Events.  To the  knowledge of
Purchaser and NMHC,  since  December 31, 2001,  except as  contemplated  by this
Agreement,  NMHC's  business has been conducted in all material  respects in the
ordinary course  consistent  with past practice.  To the knowledge of Purchaser,
since December 31, 2001,  there has been no material  adverse change in NMHC and
its subsidiaries taken as a whole.

     SECTION 4.09. Compliance with Laws. To the knowledge of NMHC and Purchaser,
NMHC has conducted its business in compliance in all material  respects with all
Laws and  Governmental  Orders  applicable to it, except for any  non-compliance
which could not be reasonably be expected to have a material  adverse  effect on
NMHC and its subsidiaries, taken as a whole.


                                    ARTICLE V

                                    COVENANTS


     SECTION  5.01  General.  Each of the parties will use its  reasonable  best
efforts to take all action and to do all things necessary,  proper, or advisable
in order to consummate and make effective the transactions  contemplated by this
Agreement (including satisfaction, but not waiver, of the closing conditions set
forth in Articles VI and VII below).

     SECTION 5.02 Access to Premises and Information.  NMHC, Purchaser and their
Affiliates, counsel, accountants, and other representatives will have reasonable
access  during  normal  business  hours to the Business  and to all  properties,
books,  accounts  and  records,  Contracts  and  documents of or relating to the
Business.  Seller will furnish or cause to be  furnished  to  Purchaser  and its
representatives all data and information within Seller's  reasonable  possession
or control concerning the business,  finances,  and properties of Seller and the
Business that may be requested.

     SECTION 5.03 Non-Competition;  Non-Solicitation. (a) Seller and each of the
Owners  agrees that neither  Seller nor any of the Owners will,  for a period of
two years from the Closing Date  directly or  indirectly  (i) build,  invest in,
assist in the development of, or have any management or advisory role in another
business  that  competes  with the  Business,  (ii) solicit for  employment  any
employee of NMHC or  Purchaser  or any of their  Affiliates  or (iii)  interfere
with, entice away, disrupt or attempt to disrupt the relationship  between NMHC,
Purchaser and their  Affiliates  and any of their lessors,  lessees,  licensors,
licensees, customers or suppliers.

     (b) Each Owner and Seller  acknowledges  and agrees that the agreements and
covenants  contained in this  Section  5.03 are  essential to protect the Assets
being acquired by NMHC and Purchaser  hereunder,  that NMHC and Purchaser  would
not consummate the transactions  contemplated hereby but for such agreements and
covenants,  and  that a  legally  sufficient  consideration  will be paid to the
Owners and Seller for the  non-competition  provisions of this Section 5.03, and
each of the Owners and Seller expressly waives any right to assert inadequacy of
consideration as a defense to enforcement of the  non-competition  provisions of
this Section 5.03 should such enforcement ever become necessary.  The Owners and
Seller  acknowledge  that a remedy at Law for any breach or attempted  breach of
this Section 5.03 will be inadequate  and further agrees that any breach of this
Section 5.03 will result in irreparable harm to the Assets and the Business; and
each of the Owners and Seller  covenants and agrees not to oppose any demand for
specific  performance and injunctive and other  equitable  relief in case of any
such breach or  attempted  breach.  Whenever  possible,  each  provision of this
Section 5.03 shall be  interpreted  in such manner as to be effective  and valid
under  applicable  Law  but if any  provision  of this  Section  5.03  shall  be
prohibited  by  or  invalid  under  applicable  Law,  such  provision  shall  be
ineffective  to  the  extent  of  such   prohibition   or  invalidity,   without
invalidating the remainder of such provision or the remaining provisions of this
Section 5.03. If any  provision of this Section 5.03 shall,  for any reason,  be
judged by any court of competent  jurisdiction  to be invalid or  unenforceable,
such  judgment  shall not affect,  impair or  invalidate  the  remainder of this
Section  5.03 but shall be confined in its  operation  to the  provision of this
Section 5.03 directly  involved in the  controversy in which such judgment shall
have been rendered. In the event that the provisions of this Section 5.03 should
ever be  deemed  to  exceed  the time or  geographic  limitations  permitted  by
applicable  Law,  then such  provision  shall be reformed to the maximum time or
geographic limitations permitted by applicable Law.

     SECTION  5.04  Consents.   Seller,  NMHC  and  Purchaser,  as  promptly  as
practicable  (i) will make,  or cause to be made,  all filings  and  submissions
under laws,  rules and regulations  applicable to it, or to its subsidiaries and
Affiliates,  as  may  be  required  for  any  party  hereto  to  consummate  the
transactions  contemplated  hereby,  (ii) will use their  respective  reasonable
efforts to  obtain,  or cause to be  obtained,  all  authorizations,  approvals,
consents and waivers from all Persons and Governmental  Authorities necessary to
be  obtained  by  either  of them in  order  to  consummate  such  transactions,
including any consent of any Person  listed in Schedules  3.16(b) and (iii) will
use their  respective  best  efforts  to take,  or cause to be taken,  all other
actions  necessary,  proper or  advisable  in order for each of them to  fulfill
their respective obligations  hereunder.  Seller, the Owners, NMHC and Purchaser
will  coordinate  and cooperate with one another in exchanging  information  and
supplying such reasonable  assistance as may be reasonably  requested by each in
connection with the foregoing. SECTION 5.05 Public Announcements.  Unless and to
the extent required by Law, each party hereto will agree in advance prior to the
issuance  by any of  them of any  press  release  or the  making  of any  public
statement  with  respect to this  Agreement  and the  transactions  contemplated
hereby  and  shall  not issue any such  press  release  or make any such  public
statement  without the  agreement  of the other  parties.  In the event that any
party is required to issue a press release or make a public statement by Law, it
or he will use its or his reasonable  efforts to notify the other parties of the
contents thereof in advance of the issuance or making thereof.

     SECTION 5.06  Confidentiality  Obligations  of the Parties.  (a) Each party
shall keep all information  obtained from any other party either before or after
the date of this Agreement  confidential,  in accordance  with the terms of that
certain Confidentiality Agreement, dated as of August 30, 2002, between NMHC and
Seller.

     (b) From and after the Closing  Date,  each of the Owners and Seller  will,
and will cause their  Affiliates  to,  treat and hold as  confidential,  and not
disclose any of the  Confidential  Information to any Person.  In the event that
Seller,  the Owners or their  Affiliates  are  requested  or  required  (by oral
question  or request  for  information  or  documents  in any legal  proceeding,
interrogatory,  subpoena,  civil  investigative  demand or similar process or as
otherwise required by law) to disclose any Confidential Information, Seller will
notify NMHC and Purchaser  promptly of the request or  requirement  so that NMHC
and Purchaser may seek an appropriate  protective order or waive compliance with
the provisions of this Section 5.06. If, in the absence of a protective order or
the receipt of a waiver hereunder,  Seller,  the Owners or their Affiliates are,
on the advice of counsel,  compelled to disclose any Confidential Information to
any  tribunal  or  else  stand  liable  for  contempt,  they  may  disclose  the
Confidential Information to the tribunal;  provided,  however, that Seller shall
use its reasonable best efforts to obtain, at the request of NMHC and Purchaser,
an order or other assurance that confidential treatment will be accorded to such
portion of the  Confidential  Information  required to be  disclosed as NMHC and
Purchaser  shall  designate.  The  foregoing  provisions  shall not apply to any
information which is generally  available to the public immediately prior to the
time of disclosure.

     (c)  Notwithstanding  anything  herein to the  contrary,  neither  NMHC nor
Purchaser shall have any obligation with respect to Confidential  Information of
the Business after the Closing Date.

     SECTION  5.07  Discharge  of  Liabilities.   Following  the  Closing  Date,
Purchaser  agrees to  discharge  in  accordance  with  their  terms the  Assumed
Liabilities  and Seller agrees to discharge in  accordance  with their terms all
Excluded  Liabilities.   Purchaser  acknowledges  and  agrees  that  immediately
following the Closing,  it will not be subject to any restriction in its ability
to discharge the Assumed Liabilities.

     SECTION  5.08  Employee  Matters.  (a) No term of this  Agreement  shall be
deemed to create any contract  between NMHC,  Purchaser and any current employee
of Seller which gives the employee the right to be retained in the employment of
NMHC or  Purchaser,  or any  related  employer,  or to  interfere  with NMHC and
Purchaser's  right to  terminate  employment  of any  employee at any time or to
change its policies regarding salaries, benefits and other employment matters at
any  time  or from  time to  time,  other  than  pursuant  to the  terms  of the
Employment Agreements. The representations, warranties, covenants and agreements
contained  herein are for the sole benefit of the parties hereto,  and employees
are not intended to be and shall not be construed as beneficiaries hereof.

     (b) Except as specifically provided herein, Purchaser does not and will not
assume the  sponsorship  of, the  responsibility  for  contributions  to, or any
liability in connection with, any Employee Plan. Without limiting the foregoing,
Seller shall be liable for any continuation  coverage  (including any penalties,
excise  taxes or interest  resulting  from the  failure to provide  continuation
coverage)  with respect to any Business  Employee (or covered  dependent of such
Business  Employee)  required  by  Section  4980B of the Code due to  qualifying
events which occur on or before the Closing Date, and Purchaser will in no event
be deemed to be a successor employer (within the meaning of Treasury  Regulation
ss.54.4980B-2)  of Seller for  purposes of applying  the  provisions  of Section
4980B of the Code.

     (c) No provision of this Agreement shall create any third party beneficiary
or other rights in any employee or former employee (including any beneficiary or
dependent  thereof) of Seller in respect of employment with Purchaser in respect
of any benefits that may be provided, directly or indirectly, under any employee
benefit plan,  agreement,  policy or  arrangement  which may be  established  by
Purchaser.  No  provision of this  Agreement  shall  constitute a limitation  on
rights to amend,  modify or  terminate  after the  Closing  Date any such plans,
agreements, policies or arrangements of Purchaser.

     SECTION 5.09  Maintenance  of Books and Records;  Right of Access.  Each of
Seller and Purchaser shall preserve until the seventh anniversary of the Closing
Date all records  possessed or to be possessed by such party  relating to any of
the Assets prior to the Closing Date.  After the Closing Date,  where there is a
legitimate  purpose,  such party shall provide the other party with access, upon
prior reasonable  written request  specifying the need therefor,  during regular
business  hours,  to (i) the officers and  employees of such party or the former
officers  and  directors of such party and (ii) the books of account and records
of such party,  but, in each case,  only to the extent relating to the Assets or
Assumed  Liabilities  prior to the  Closing  Date,  and the other  party and its
representatives  shall have the right to make copies of such books and  records;
provided,  however,  that the foregoing right of access shall not be exercisable
in such a manner as to interfere  unreasonably  with the normal  operations  and
business  of  such  party;  and  provided  further  that,  as to so much of such
information as constitutes trade secrets or confidential business information of
such party, the requesting party and its officers, directors and representatives
will use due care to not  disclose  such  information  except (x) as required by
Law, (y) with the prior written  consent of such party,  which consent shall not
be unreasonably withheld, or (z) where such information becomes available to the
public  generally,  or becomes  generally  known to  competitors  of such party,
through sources other than the requesting party, its Affiliates or its officers,
directors or  representatives.  Such records may  nevertheless be destroyed by a
party if such party  sends to the other  party  written  notice of its intent to
destroy records, specifying with particularity the contents of the records to be
destroyed.  Such  records  may then be  destroyed  after the 30th day after such
notice is given unless  another party objects to the  destruction  in which case
the party  seeking to destroy  the records  shall  deliver  such  records to the
objecting party.

     SECTION 5.10 Bulk Sales Law.  Purchaser hereby waives  compliance by Seller
with all applicable bulk sales Laws.

     SECTION 5.11 Risk of Loss.  The risk of loss or damage to any of the Assets
shall  remain  with  Seller  until the Closing  and Seller  shall  maintain  its
insurance  policies  covering  the Assets  through the  Closing.  All  insurance
proceeds attributable to the damage, destruction, or casualty loss of any of the
Assets prior to the Closing Date shall be assigned by Seller to Purchaser at the
Closing.

     SECTION 5.12 Collection of Accounts Receivable.

     (a) For a period of six months from the Closing,  Purchaser  shall  utilize
the same efforts it uses in  collecting  its own  receivables  in  attempting to
collect the Accounts  Receivable acquired by Purchaser at Closing. At or as soon
as reasonably  practicable following Closing,  Seller shall provide to Purchaser
an Accounts  Receivable  aging  schedule as of October  ___,  2002.  Thereafter,
Purchaser's  personnel shall be responsible  for maintaining  records related to
the Accounts Receivable  collected,  including recording cash receipts,  offsets
and adjustments  which  Purchaser deems  appropriate  (provided,  however,  that
Purchaser shall not settle any Account Receivable for less than 100% without the
written  consent of  Seller,  which  shall not be  unreasonably  withheld),  and
Purchaser  shall provide  Seller with an updated aging schedule for the Accounts
Receivable  on each of the  60th,  120th,  and 180th  day  anniversaries  of the
Closing Date.  Notwithstanding  the above, in the event that following  Closing,
Purchaser  receives payment from a customer which is both a historical  customer
of Seller and a continuing  customer of Purchaser  following  Closing,  and such
payment does not otherwise indicate or specify an invoice for which such payment
is intended, such payment shall be deemed to relate to the oldest Seller Account
Receivable  of such  customer,  unless such  Seller  Account  Receivable  is the
subject of a dispute  between  Purchaser and such  customer,  in which case such
payment shall be applied to the next most recent account receivable.

     (b) On or after the six month  anniversary  of the Closing Date,  Purchaser
shall have no further  obligations with respect to collection efforts related to
the Accounts  Receivable and shall be entitled to draw from the escrow  account,
the  balance of any  remaining  uncollected  Accounts  Receivable  ("Uncollected
Accounts"),  in  exchange  for  the  assignment  of  such  uncollected  Accounts
Receivable back to Seller;  provided,  however,  if after such period  Purchaser
thereafter  receives a payment which by its terms clearly  relates to an Account
Receivable  reassigned to Seller,  Purchaser shall promptly forward such payment
pursuant  to  instructions  provided  by Seller at the end of the such six month
period.

     SECTION 5.13 NMHC  Guarantee.  NMHC hereby  unconditionally  guarantees the
full and timely performance of each and all of the obligations of Purchaser owed
to Seller and the Owners  under this  Agreement  as though each such  obligation
were the joint and  several  obligation  of  Purchaser  and NMHC and  Seller and
Owners may enforce this  obligation  against  NMHC  without  having to pursue or
exhaust any remedy against Purchaser.

     SECTION 5.14 Financial  Matters.  Within sixty (60) days following Closing,
Seller shall  deliver to  Purchaser  and NMHC audited  financial  statements  of
Seller through September 30, 2002 (the "Post-Closing Financial Statements").  If
the net book value of Seller on the Post-Closing Financial Statements reflects a
greater than ten percent (10%) variance from the net book value of Seller on its
Closing  Balance Sheets  Purchaser shall deduct from the Escrowed Cash an amount
in cash equal to the dollar equivalent of such variance.

     SECTION  5.15.  Consents.  Seller  and the  Owners  shall  take all  action
necessary  to  obtain  any  authorization,  consent,  waiver,  approval,  order,
registration,  qualification,  designation, declaration, filing or other action,
not taken prior to the Closing, required with or from any Governmental Authority
(including,  without  limitation,  receipt of  Licenses  to own and  operate the
Business as currently conducted) or third party (including,  without limitation,
all  parties  to each of the  Assumed  Contracts  (including  the  Nonassignable
Contracts)) and all other  requirements of Law in connection with the execution,
delivery  and  performance  of  this  Agreement  and  the  consummation  of  the
transactions contemplated hereby.


                                   ARTICLE VI

            CONDITIONS PRECEDENT TO OBLIGATIONS OF NMHC AND PURCHASER


     The  obligations  of  Purchaser  under this  Agreement  are  subject to the
satisfaction,  at or before the Closing,  of all the conditions set forth below.
Purchaser  may waive any or all of these  conditions in whole or in part without
prior  notice;  provided,  however,  that no such  waiver of a  condition  shall
constitute a waiver by Purchaser of any of its other rights or remedies,  at law
or in  equity,  if Seller  and/or  any of the Owners is in default of any of the
representations,  warranties or covenants contained in this Agreement, except to
the extent that such defaults are expressly waived.

     SECTION   6.01   Accuracy   of   Representations   and   Warranties.    All
representations  and  warranties  by Seller  and the  Owners  contained  in this
Agreement or in any agreement or written statement delivered by Seller or any of
the Owners to  Purchaser  pursuant to this  Agreement  that are  qualified as to
materiality  will be true and correct in all respects and those not so qualified
shall be true and correct in all material respects on and as of the Closing Date
as though such representations and warranties were made on and as of that date.

     SECTION  6.02  Performance.  Seller  will  have  performed,  satisfied  and
complied  with  all  covenants,  agreements,  and  conditions  required  by this
Agreement to be performed or complied with by it on or before the Closing Date.


     SECTION 6.03 No Material Adverse Change.  There shall have been no material
adverse  change  in  the  Assets,  tangible  property,   condition,  results  of
operations or prospects of the Business since the date of this Agreement.

     SECTION  6.04  Certification  by  Seller.  Purchaser  will have  received a
certificate,  dated the Closing  Date,  signed by the  President  of Seller,  on
behalf of Seller,  certifying  that the  conditions  specified in Sections 6.01,
6.02 and 6.03 hereof have been  fulfilled in all  respects,  including,  but not
limited  to,  certified  copies of all  documentation  of Seller  pertaining  to
authorization  of the execution,  delivery and performance of this Agreement and
the Ancillary Agreements.

     SECTION 6.05 Absence of Litigation. No Action by or before any Governmental
Authority  pertaining to the  transactions  contemplated by this Agreement or to
their  consummation  will have been  instituted  or  threatened on or before the
Closing Date.

     SECTION 6.06 Legal Prohibition.  On the Closing Date, no Governmental Order
shall be in effect  prohibiting  consummation of the  transactions  contemplated
hereby or which would make the consummation of such transactions unlawful and no
Action  shall have been  instituted  and remain  pending  before a  Governmental
Authority  to  restrain  or  prohibit  the  transactions  contemplated  by  this
Agreement and no adverse decision shall have been made by any such  Governmental
Authority which could materially and adversely affect the Business. No Law shall
have been enacted the effect of which would be to prohibit,  restrict, impair or
delay the  consummation of the transactions  contemplated  hereby or restrict or
impair the ability of Purchaser to own or conduct the Business.

     SECTION 6.07  Consents,  Approvals,  Permits,  Licenses,  etc. All material
authorizations,    consents,   waivers,   approvals,   orders,    registrations,
qualifications,  designations,  declarations,  filings or other action  required
with or from any Governmental Authority (including,  without limitation, receipt
of Licenses to own and operate the  Business as  currently  conducted)  or third
party  (including,  without  limitation,  all  parties  to each  of the  Assumed
Contracts) and all other  requirements  of Law in connection with the execution,
delivery  and  performance  of  this  Agreement  and  the  consummation  of  the
transactions  contemplated  hereby  shall have been duly  obtained  and shall be
reasonably satisfactory to NMHC and Purchaser and their counsel. No such consent
or  approval  (I) shall be  conditioned  on the  modification,  cancellation  or
termination of any Assumed Contract,  or (II) shall impose on NMHC and Purchaser
any material condition, provision or requirement with respect to the Business or
its operation  that is more  restrictive  than or different  from the conditions
imposed upon such  operation  prior to Closing,  unless NMHC and Purchaser  give
their prior written approval.  Notwithstanding the foregoing, no such consent or
approval  with  respect to a  Nonassignable  Contract  shall be a  condition  to
closing,  provided  that nothing in this Section  6.07 shall be  interpreted  to
limit the  obligations  of the  parties  as set forth in the last  paragraph  of
Section 2.01.

     SECTION 6.08 Employment Agreement. . NMHC shall have received from Seller a
duly  executed  Employment  Agreement  from each of Michael  Rosenblum  and Mark
McKinney.

     SECTION 6.09 Escrow Agreement.  NMHC and the Owners shall have entered into
the Escrow Agreement.

     SECTION  6.10 Closing  Matters.  All  proceedings  to be taken by Seller in
connection with the consummation of the transactions contemplated hereby and all
certificates,  opinions,  instruments and other documents required to effect the
transactions  contemplated  hereby shall be reasonably  satisfactory in form and
substance to Purchaser and their counsel.

     SECTION  6.11  Supplemental  Disclosure.  If Seller  shall have  delivered,
supplemented  or amended any Schedule  pursuant to its  obligations set forth in
Section 5.04 hereof,  NMHC and  Purchaser  shall not have given notice to Seller
that,  as a result of  information  provided to NMHC and Purchaser in connection
with any or all of such  amendments  or  supplements,  NMHC and  Purchaser  have
determined not to proceed with the consummation of the transactions contemplated
hereby.

     SECTION  6.12  Opinion.  NMHC and  Purchaser  shall  have  received a legal
opinion,  dated the Closing Date,  from counsel to Seller  substantially  in the
form attached hereto as Exhibit ___.

     SECTION 6.13 Due Diligence. NMHC and Purchaser shall have
completed its due diligence review of the Business and the Assets and shall be
reasonably satisfied with the results thereof.

     SECTION 6.14 Delivery of Financial  Statements.  Seller shall have prepared
and  delivered to NMHC and  Purchaser  such  financial  statements,  prepared in
accordance with generally accepted  accounting  principles covering such periods
as NMHC and Purchaser may request.  Notwithstanding  the foregoing,  at Closing,
Seller shall deliver to Purchaser and NMHC balance sheets and income  statements
of Seller as of September 30, 2002 (the "Closing Balance Sheets").

     SECTION 6.15 Real  Property  Lease.  Seller shall have  delivered  the Real
Property Lease duly executed by B/A Airport Park Solutions, LLC to Purchaser.

     SECTION 6.16 Bill of Sale.  Seller shall have  executed and  delivered  the
Bill of Sale to Purchaser.

     SECTION  6.17  Additional  Deliveries.  Seller  shall  deliver  to NMHC and
Purchaser  such other  certificates  and documents  Purchaser or its counsel may
reasonably request.


                                   ARTICLE VII

                  CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER


     The  obligations  of  Seller  under  this  Agreement  are  subject  to  the
satisfaction,  at or before the Closing,  of all the conditions set forth below.
Seller  may waive  any or all of these  conditions  in whole or in part  without
prior  notice;  provided,  however,  that no such  waiver of a  condition  shall
constitute a waiver by Seller of any of its other rights or remedies,  at law or
in equity,  if NMHC or  Purchaser  is in default of any of the  representations,
warranties or covenants  contained in this Agreement,  except to the extent that
such defaults are expressly waived.

     SECTION   7.01   Accuracy   of   Representations   and   Warranties.    All
representations and warranties by NMHC and Purchaser contained in this Agreement
or in any  agreement or written  statement  delivered  by NMHC and  Purchaser to
Seller or any of the Owners  pursuant to this Agreement that are qualified as to
materiality  will be true and correct in all respects and those not so qualified
will be true and correct in all material  respects on and as of the Closing Date
as though such representations and warranties were made on and as of that date.

     SECTION 7.02 Performance. NMHC and Purchaser will have performed, satisfied
and complied with all  covenants,  agreements  and  conditions  required by this
Agreement to be performed or complied with by it on or before the Closing Date.

     SECTION  7.03  Certification  by  Purchaser.  Seller  will have  received a
certificate,  dated the Closing Date, signed by the President of NMHC, on behalf
of NMHC and Purchaser, certifying that the conditions specified in Sections 7.01
and 7.02 hereof have been fulfilled in all respects,  including, but not limited
to,   certified  copies  of  all   documentation  of  Purchaser   pertaining  to
authorization  of the execution,  delivery and performance of this Agreement and
the Ancillary Agreements.

     SECTION 7.04 Employment  Agreement.  Purchaser shall have duly executed and
delivered the Employment Agreement.

     SECTION 7.05 Real Property  Lease.  Purchaser  shall have duly executed and
delivered the Real Property Lease.

     SECTION 7.06 Bill of Sale.  Purchaser shall have executed and delivered the
Bill of Sale to Seller.

     SECTION 7.07 Closing Amount;  Escrowed Cash. Purchaser shall deliver to (i)
Seller,  the Closing  Amount,  less the Escrowed Cash and (ii) the Escrow Agent,
the Escrowed Cash.

     SECTION 7.08 Additional Deliveries.  Purchaser shall deliver to Seller such
other certificates and documents Seller or its counsel may reasonably request


                                  ARTICLE VIII

                                 INDEMNIFICATION


     SECTION  8.01  Indemnification  by  NMHC  and  Purchaser.  (a)  Subject  to
paragraph  (b)(iii)  below and Section 8.05 in the case of subclause  (i) below,
NMHC and Purchaser shall indemnify, defend and hold harmless each of the Owners,
Seller, its Affiliates and its employees,  officers,  directors and stockholders
(collectively,  the "Seller  Indemnified  Parties")  against,  and reimburse any
Seller  Indemnified  Party for, any and all losses,  damages,  costs,  expenses,
liabilities,  obligations  and claims of any kind  (including  in respect of any
Action  brought by any  Governmental  Authority or any other  Person)  including
reasonable  attorneys' and consultants'  fees and expenses and other legal costs
and expenses  reasonably  incurred in prosecution,  investigation,  remediation,
defense or settlement  (collectively,  "Losses"),  that such Seller  Indemnified
Party may at any time suffer or incur,  or become  subject to, as a result of or
in connection with:

     (i) the inaccuracy of any  representations  and warranties made by NMHC and
Purchaser  in  this  Agreement  (without  regard  to any  materiality  qualifier
contained in such representation or warranty);

     (ii) any failure by NMHC and Purchaser to perform any of their covenants or
agreements under this Agreement or any of the Ancillary Agreements; and

     (iii) any Assumed Liability.

     (b)  Notwithstanding any other provision in this Agreement to the contrary,
neither  NMHC nor  Purchaser  shall be  required  to  indemnify,  defend or hold
harmless  any  Seller   Indemnified   Party  against  or  reimburse  any  Seller
Indemnified Party for any Losses pursuant to Section 8.01(a) unless:

     (i) such  Seller  Indemnified  Party has  notified  NMHC and  Purchaser  in
writing in  accordance  with  Section  8.03(a)  of a claim with  respect to such
matters within the applicable survival period set forth in Section 8.05;

     (ii) the aggregate Losses resulting from, arising out of, relating to or in
the nature of or caused by the breach (or alleged breach) of any  representation
or  warranty  of NMHC and  Purchaser  exceeds  $25,000,  at which point NMHC and
Purchaser will be obligated to indemnify such Seller  Indemnified Party from and
against all Losses in excess of such threshold; and

     (iii) NMHC and Purchaser's  maximum aggregate liability hereunder shall not
exceed the Purchase Price.

     SECTION  8.02  Indemnification  by Seller and the  Owners.  (a)  Subject to
paragraph  (b)(iii)  below and Section 8.05 hereof in the case of subclause  (i)
below,  Seller and the  Owners,  collectively,shall  indemnify,  defend and hold
harmless NMHC and Purchaser,  their Affiliates and their  respective  employees,
officers,  directors and stockholders (collectively,  the "Purchaser Indemnified
Parties")  against,  and reimburse any Purchaser  Indemnified Party for, any and
all  Losses  that such  Purchaser  Indemnified  Party may at any time  suffer or
incur, or become subject to, as a result of or in connection with:

     (i) the inaccuracy of any  representations and warranties made by Seller in
this Agreement  (without regard to any materiality  qualifier  contained in such
representation and warranty);

     (ii) any failure by Seller to perform any of its  covenants  or  agreements
under this Agreement or any of the Ancillary Agreements;

     (iii) any Excluded Liability;

     (iv) uncollected Accounts; and

     (v) any  litigation  or  threatened  litigation,  but only  insofar as such
losses, claims, damages, liabilities or actions arise out of, or are based upon,
(i) any  untrue  statement,  or alleged  untrue  statement,  of a material  fact
contained in a Registration Statement,  any preliminary or final prospectus,  or
any amendment or supplement  thereto (or in any application or document filed in
connection   therewith)  or  document   executed  by  NMHC  based  upon  written
information furnished by or on behalf of the Owners filed in any jurisdiction in
order to register or qualify the NMHC Shares under the  securities  laws thereof
or the omission,  or alleged omission, to state therein a material fact required
to be stated therein or necessary to make the statements  therein not misleading
in light of the circumstances under which they were made, or (ii) the employment
by the Owners of any device,  scheme or artifice to defraud,  or the engaging by
the Owners in any act,  practice or course of business  which  operates or would
operate as a fraud or deceit,  or any conspiracy with respect thereto,  in which
the Owners shall participate, in connection with the issuance and sale of any of
the NMHC Shares; provided, however, that this indemnity shall not extend to NMHC
if any such losses, claims,  damages,  liabilities or actions arising out of, or
based upon, any such untrue statement or alleged untrue  statement,  or any such
omission,  or alleged omission, if such statement or omission was based upon and
made in conformity  with  information  furnished in writing to NMHC by a selling
Owner of NMHC Shares  specifically for use in connection with the preparation of
such Registration  Statement,  any preliminary or final prospectus,  or any such
amendment or supplement thereto.

     (b)  Notwithstanding any other provision in this Agreement to the contrary,
Seller  and the  Owners  shall  not be  required  to  indemnify,  defend or hold
harmless any  Purchaser  Indemnified  Party  against or reimburse  any Purchaser
Indemnified Party for any Losses pursuant to Section 8.02(a)(i) unless:

     (i) such  Purchaser  Indemnified  Party has  notified  Seller in writing in
accordance  with Section  8.03(a) of a claim with respect to such matters within
the applicable survival period set forth in Section 8.05; and

     (ii) the aggregate Losses resulting from, arising out of, relating to or in
the nature of or caused by the breach (or alleged breach) of any  representation
or warranty of Seller exceed $25,000,  at which point Seller and the Owners will
be obligated to indemnify such Purchaser  Indemnified Party from and against all
Losses in excess of such threshold.

     (c)  Notwithstanding any other provision in this Agreement to the contrary,
the  obligation of Seller and all Owners in the aggregate to indemnify  NMHC and
Purchaser under Section 8.02(a) shall be limited to two hundred thousand dollars
($200,000) and, in the case of each of the Owners, such Owner's contribution for
such indemnity shall be based on the percentage  attributable to each such Owner
as shown on the  signature  page  thereto,  except  in the case of  Seller's  or
Owner's fraud,  intentional  misrepresentation  or willful misconduct,  in which
case Seller's and any such Owners' liability shall not be so limited.  If Seller
and the Owners have an obligation to indemnify  NMHC or Purchaser  under Section
8.02(a) and Purchaser meets the Operational Milestones, such obligation shall be
satisfied from the Escrowed Cash on the Escrow Release Date prior to delivery of
the  Escrowed  Cash to Seller.  If Seller and the Owners have an  obligation  to
indemnify  NMHC or Purchaser  under Section  8.02(a) and Purchaser does not meet
the Operational  Milestones,  such obligation shall be payable by Seller and the
Owners to NMHC and/or Purchaser.

     SECTION 8.03 Notification of Claims.

     (a) A party that may be entitled to be indemnified pursuant to Section 8.01
or 8.02 (the  "Indemnified  Party") shall  promptly  notify the party liable for
such  indemnification  (the  "Indemnifying  Party") in writing of any pending or
threatened claim or demand which the Indemnified  Party has determined has given
or could give rise to a right of indemnification under this Agreement (including
a pending or  threatened  claim or demand  asserted by a third party against the
Indemnified Party),  describing in reasonable detail, to the extent known by the
Indemnified  Party,  the facts and  circumstances  with  respect to the  subject
matter of such claim or demand;  provided,  however, that the failure to provide
such notice shall not release the Indemnifying Party from any of its obligations
under this Article VIII except and only to the extent the Indemnifying  Party is
prejudiced by such failure.

     (b) If the  Indemnified  Party shall notify the  Indemnifying  Party of any
claim or demand  pursuant  to Section  8.03(a),  and if (i) such claim or demand
relates to a pending or threatened  claim or demand asserted by a third party (a
"Third Party Claim") against the Indemnified Party which the Indemnifying  Party
acknowledges is a claim or demand as to which it must indemnify, defend and hold
harmless the Indemnified  Party against or reimburse the  Indemnified  Party for
under Section 8.01 or 8.02, (ii) the Indemnifying Party provides the Indemnified
Party with  evidence  reasonably  acceptable to the  Indemnified  Party that the
Indemnifying Party will have the financial resources to defend against the Third
Party Claim and fulfill its  indemnification  obligations  hereunder,  (iii) the
Third Party Claim involves only money damages and does not seek an injunction or
other equitable relief,  (iv) settlement of, or an adverse judgment with respect
to, the Third Party Claim is not, in the good faith judgment of the  Indemnified
Party,  likely to  establish a  precedential  custom or practice  adverse to the
continuing business interests of the Indemnified Party, and (v) the Indemnifying
Party  conducts the defense of the Third Party Claim  actively  and  diligently,
then the Indemnifying  Party shall have the right to defend such claim or demand
and if it  elects  to defend  such  claim or  demand,  it shall  employ  counsel
reasonably  acceptable to the  Indemnified  Party to defend such claim or demand
asserted  against  the  Indemnified   Party.  The  Indemnified   Party  and  the
Indemnifying  Party shall each have the right to  participate  in the defense of
any claim or demand  for which it is not  controlling  the  defense,  at its own
expense;  provided,  that the  reasonable  fees and  expenses of counsel for the
Indemnified  Party  shall  be  borne  by  the  Indemnifying  Party  if  (i)  the
Indemnified  Party has been  advised  by  counsel  that there may be one or more
legal defenses  available to it which are different from or in addition to those
available  to any other party  defending  such claim or demand and (ii)  counsel
have advised that a conflict of interest exists between the  Indemnifying  Party
and another party. The Indemnifying  Party shall notify the Indemnified Party in
writing,  as promptly as possible (but in any case at a time sufficiently before
the  due  date  for  the  answer  or  response  to a claim  so as to  allow  the
Indemnified  Party  reasonable  time to  answer  or  respond  in the  event  the
Indemnifying Party fails to assume the defense of such action) after the date of
the notice of claim given by the  Indemnified  Party to the  Indemnifying  Party
under  Section  8.03(a),  of its election to defend in good faith any such third
party  claim  or  demand.  So long as the  Indemnifying  Party is  actively  and
diligently  defending in good faith any such claim or demand asserted by a third
party against the Indemnified  Party, the Indemnified  Party shall not settle or
compromise such claim or demand and, in any event, shall not enter into any such
settlement  or  compromise  without  giving at least five  Business  Days' prior
written notice thereof to the Indemnifying  Party.  The Indemnified  Party shall
make  available  to the  Indemnifying  Party or its agents all records and other
materials  in the  Indemnified  Party's  possession  reasonably  required by the
Indemnifying  Party for its use in  defending  any third  party claim or demand.
Whether or not the Indemnifying Party elects to defend any such claim or demand,
the Indemnified Party shall have no obligations to do so. The Indemnifying Party
shall not settle or compromise any such claim or demand,  unless the Indemnified
Party  is  given a  full,  complete  and  unconditional  release  of any and all
liability by all relevant parties relating thereto.

     (c) Within 30 days after a party  obtains  knowledge  that it has sustained
any  Losses not  involving  a Third  Party  Claim  which  such party  reasonably
believes  may  give  rise to a claim  for  indemnification  from  another  party
hereunder,  such  Indemnified  Party shall  deliver  notice of such claim to the
Indemnifying  Party,  together  with a brief  description  of the facts and data
which support the claim for indemnification;  provided, however, that failure to
so notify the Indemnifying Party shall not relieve the Indemnifying Party of its
indemnification   obligations   hereunder,   except  to  the  extent   that  the
Indemnifying Party is actually prejudiced thereby.  Any such notice must be made
to the  Indemnifying  Party  not later  than the  expiration  of the  applicable
survival period specified in Section 8.05 below. If the Indemnifying  Party does
not notify the  Indemnified  Party within 45 days  following its receipt of such
notice that the  Indemnifying  Party  disputes its liability to the  Indemnified
Party under this Article VIII, such claim specified by the Indemnified  Party in
such notice shall be conclusively  deemed a liability of the Indemnifying  Party
under this Article VIII and the Indemnifying  Party shall pay the amount of such
claim to the Indemnified  Party on demand or, in the case of any notice in which
the amount of the claim (or any  portion  thereof) is  estimated,  on such later
date when the amount of such claim (or such  portion  thereof)  becomes  finally
determined.  If the  Indemnifying  Party has timely  disputed its liability with
respect  to such  claim,  as  provided  above,  the  Indemnifying  Party and the
Indemnified  Party shall proceed in good faith to negotiate a resolution of such
dispute  and,  if not  resolved  through  negotiations,  such  dispute  shall be
resolved in accordance with the provisions of Section 10.10 hereof.

     SECTION 8.04 Certain  Adjustments.  For all purposes of this Article  VIII,
"Losses"  shall  be net of (i)  any  insurance  benefits  actually  paid  to the
Indemnified  Party from insurance  policies in connection  with the facts giving
rise to the right of indemnification  (net of any insurance premiums paid on the
policy related thereto) and (ii) if subsequent to receiving any  indemnification
payment as provided in this Article VIII,  any  Indemnified  Party  receives any
insurance benefits in connection with the relevant Losses, it shall promptly pay
to the  Indemnifying  Party the amount of such  insurance  benefits,  but in any
event not exceeding the amount of such indemnification  payment. The Indemnified
Party shall use its reasonable  efforts to make insurance claims relating to any
claim for which it is seeking  indemnification  pursuant to this  Article  VIII;
provided  that the  Indemnified  Party  shall not be  obligated  to make such an
insurance claim if the  Indemnified  Party in its reasonable  judgment  believes
that  the  cost  of  pursuing  such  an  insurance   claim   together  with  any
corresponding  increase  in  insurance  premiums  or other  charge  backs to the
Indemnified  Party,  as the case may be, would exceed the value of the claim for
which the Indemnified Party is seeking indemnification.

     SECTION  8.05  Survival  of  Representations  and  Warranties.  All  of the
representations  and warranties  contained in this  Agreement  shall survive the
Closing  hereunder and continue in full force and effect for a period of fifteen
(15) months  thereafter,  regardless of any  investigation  made by Purchaser or
Seller or on their behalf, except as to any matters with respect to which a bona
fide  written  claim shall have been made or an action at law or in equity shall
have  commenced  before such date, in which event  survival  shall continue (but
only  with  respect  to,  and to the  extent  of,  such  claim)  until the final
resolution of such claim or action, including all applicable periods for appeal.

     SECTION 8.06 Other Indemnification Provisions. The remedies provided herein
shall be the  exclusive  remedies of each of the parties  hereto with respect to
any  Losses  arising  out of the  transactions  contemplated  hereby;  provided,
however, that (i) the parties hereto shall be entitled to an injunction or other
equitable relief to prevent breaches of this Agreement,  to enforce specifically
the terms and  provisions of this Agreement or to seek any other remedy to which
they are entitled in equity; and (ii) nothing herein shall preclude a party from
bringing an action for fraud.

     SECTION 8.07 Escrow Agreement. Seller and each of the Owners agree that the
Escrowed Cash shall be deposited  with the Escrow Agent in  accordance  with the
terms of the Escrow Agreement to serve the indemnification obligations of Seller
and each of the Owners under this Agreement. The Escrowed Cash shall be released
from escrow and distributed to Seller in accordance with the terms of the Escrow
Agreement.


                                   ARTICLE IX

                                   TERMINATION


     SECTION 9.01  Termination  of  Agreement.  The parties may  terminate  this
Agreement as provided below:

     (a) Purchaser,  NMHC, the Owners and Seller may terminate this Agreement by
mutual written consent at any time prior to the Closing;

     (b) NMHC and  Purchaser  may  terminate  this  Agreement by giving  written
notice to Seller  and the  Owners at any time  prior to the  Closing  (i) in the
event Seller or any Owner has breached any representation,  warranty or covenant
contained in this Agreement in any respect (in the case of any representation or
warranty  qualified by materiality)  or in any material  respect (in the case of
any representation or warranty without any materiality qualification), Purchaser
has notified Seller of the breach, and the breach has continued without cure for
a period  of five (5) days  after the  notice  of breach or (ii) if the  Closing
shall not have  occurred on or before  November 15, 2002,  or such later date as
the parties may agree,  other than  through a failure of NMHC and  Purchaser  to
fulfill their obligations hereunder; and

     (c) Seller may terminate  this  Agreement by giving  written notice to NMHC
and  Purchaser  at any  time  prior to the  Closing  (i) in the  event  NMHC and
Purchaser have breached any  representation,  warranty or covenant  contained in
this  Agreement  in any respect (in the case of any  representation  or warranty
qualified  by  materiality)  or in any  material  respect  (in  the  case of any
representation or warranty without a materiality qualifier), Seller has notified
NMHC and Purchaser of the breach,  and the breach has continued without cure for
a period  of five (5) days  after the  notice  of breach or (ii) if the  Closing
shall not have  occurred on or before  November 15, 2002,  or such later date as
the  parties  may agree,  other than  through a failure of Seller to fulfill its
obligations hereunder.

     SECTION 9.02 Effect of Termination.  If any party terminates this Agreement
pursuant  to Section  9.01  above,  all rights and  obligations  of the  parties
hereunder shall terminate  without any liability of any party to any other party
(except for any liability of any party then in breach).


                                    ARTICLE X

                               GENERAL PROVISIONS


     SECTION 10.01 Effect of Due Diligence.  . No  investigation by or on behalf
of NMHC and  Purchaser  into the  business,  operations,  prospects,  assets  or
condition (financial or otherwise) of the Business shall diminish in any way the
effect of any  representations  or warranties  made by Seller and Owners in this
Agreement  or shall  relieve  Seller  or any of the  Owners of any of its or his
obligations under this Agreement.

     SECTION 10.02 Expenses.  Except as may be otherwise  specified herein,  all
costs and  expenses,  including  fees and  disbursements  of counsel,  financial
advisors and  accountants,  incurred in connection  with this  Agreement and the
transactions contemplated hereby shall be paid by the party incurring such costs
and expenses,  whether or not the Closing shall have  occurred.  Notwithstanding
the above,  Purchaser and Seller shall each pay fifty-percent  (50%) of all fees
incurred by an  accounting  firm which has been  engaged to audit the  financial
statements  of Seller in connection  with this  Agreement,  or the  transactions
contemplated  hereby;  provided,  however,  that any such fees that  exceed  one
hundred thousand dollars ($100,000) shall be payable solely by Seller.

     SECTION 10.03 Notices.  All notices,  requests,  claims,  demands and other
communications  hereunder  shall be in  writing  and shall be given or made (and
shall be deemed to have been duly given or made upon  receipt)  by  delivery  in
person,  by overnight courier service,  by facsimile  (followed by delivery of a
copy via overnight  courier service) or by registered or certified mail (postage
prepaid,  return receipt  requested) to the respective  parties at the following
addresses  (or at such  other  address  for a party as shall be  specified  in a
notice given in accordance with this Section 10.03):



                      (a) if to Seller or the Owners:

                             23 British American Boulevard
                             Latham, New York 12110
                               Attention: Christopher DelVecchio


                             with a copy to (which shall not constitute notice):

                             Gary L. Lombardi, Esq.
                             Lombardi, Reinhard, Walsh & Harrison, P.C.
                             III Winners Circle
                             Albany, New York 12205

                      (b) if to NMHC and Purchaser:

                             26 Harbor Park Drive
                             Port Washington, NY  11050
                             Attention: David Gershen

                             with a copy to (which shall not constitute notice):

                             26 Harbor Park Drive
                             Port Washington, NY  11050
                             Attention: Jonathan Friedman


     SECTION 10.04  Headings.  The headings  contained in this Agreement are for
reference  purposes  only  and  shall  not  affect  in any  way the  meaning  or
interpretation of this Agreement.

     SECTION  10.05  Severability.  . If any  term or  other  provision  of this
Agreement is held invalid,  illegal or incapable of being enforced by any Law or
public policy,  all other  conditions  and  provisions of this  Agreement  shall
nevertheless  remain in full force and effect so long as the  economic  or legal
substance of the transactions  contemplated hereby is not affected in any manner
adverse to any party. Upon such  determination  that any term or other provision
is invalid,  illegal or incapable of being  enforced,  the parties  hereto shall
negotiate  in good faith to modify this  Agreement  so as to effect the original
intent of the parties as closely as possible in a mutually  acceptable manner in
order that the  transactions  contemplated  hereby be  consummated as originally
contemplated to the greatest extent possible.

     SECTION 10.06 Entire Agreement. This Agreement and the Ancillary Agreements
constitute  the entire  agreement  of the  parties  hereto  with  respect to the
subject  matter  hereof and thereof,  and  supersede  all prior  agreements  and
undertakings,  both  written and oral,  between the parties  with respect to the
subject matter hereof,  including,  without limitation,  any purported or actual
summary of terms that may have been provided by one party to another.

     SECTION 10.07 Assignment. This Agreement shall not be assigned by operation
of Law or otherwise.

     SECTION 10.08 No Third-Party  Beneficiaries.  Except as provided in Article
VIII,  this  Agreement is for the sole  benefit of the parties  hereto and their
permitted  assigns and  nothing  herein,  express or implied,  is intended to or
shall  confer  upon any other  Person or entity  any legal or  equitable  right,
benefit or remedy of any nature whatsoever under or by reason of this Agreement.

     SECTION  10.09  Amendment.  This  Agreement  may not be amended or modified
except  by an  instrument  in  writing  signed  by  holding  a  majority  of the
outstanding shares of capital stock of Seller, NMHC and Purchaser.

     SECTION 10.10  Arbitration,  Governing  Law;  Submission  to  Jurisdiction,
Waivers.

     (a) Arbitration. In the event that any dispute, disagreement or controversy
arises out of or relates to or concerns any rights,  obligations or other aspect
of this  Agreement,  either party may notify the other in writing within 30 days
of the  circumstances  giving rise to such dispute.  If Purchaser and Seller are
not able to  resolve  such  dispute  within  30 days of the  applicable  party's
receipt of notice of such  dispute  hereunder,  such dispute  shall  promptly be
submitted  to  arbitration  in New York City (if a claim is made by Seller or an
Owner) or in Albany,  New York (if a claim is made by Purchaser or NMHC), in all
cases before the American Arbitration Association (the "AAA") in accordance with
the commercial  arbitration rules of the AAA. Following the determination of the
venue of an arbitration  proceeding in accordance  with the preceding  sentence,
any  other  claim  asserted  by a party  hereunder  at or about  the time of the
original claim shall be arbitrated in the same venue.  The arbitration  tribunal
shall be  composed of three  arbitrators,  one of which  shall be  appointed  by
Purchaser  within 10 business days of the end of the 30-day  period  referred to
above,  one of which shall be appointed by Seller within 10 business days of the
end of the 30-day period referred to above, and the third to be appointed by the
other two arbitrators. The arbitrators will be directed to resolve such dispute,
disagreement or controversy. The award of the arbitrator shall be enforceable in
any court of competent  jurisdiction.  Notwithstanding the foregoing,  any party
shall be entitled to seek injunctive relief or other equitable remedies from any
court of competent jurisdiction.

     (b) Governing  Law. This  Agreement  shall be governed by, and construed in
accordance with, the laws of the State of New York, without regard to principles
of conflict of laws.

     SECTION 10.11  Recovery of  Litigation  Expenses.  In  connection  with any
Action between Seller,  the Owners,  NMHC and/or  Purchaser and their respective
Affiliates  arising out of or related to this  Agreement or any of the Ancillary
Agreements, the prevailing party in such Action shall be entitled to recover all
of its  costs and  expenses  in  connection  with  such  Action  or  proceeding,
including all costs and expenses in  investigating  and prosecuting or defending
such Action, including the reasonable fees and expenses of counsel, auditors and
other consultants.

     SECTION 10.12  Counterparts.  This Agreement may be executed in one or more
counterparts, and by the different parties hereto in separate counterparts, each
of which when executed  shall be deemed to be an original but all of which taken
together shall  constitute one and the same  agreement.  Delivery of an executed
counterpart  of a  signature  page to this  Agreement  by  telecopier  shall  be
effective as delivery of a manually executed counterpart of this Agreement.

     SECTION 10.13  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  shall  be  deemed  also  to  refer  to all  rules  and
regulations promulgated thereunder,  unless the context requires otherwise.  The
parties intend that each representation,  warranty and covenant contained herein
shall  have   independent   significance.   If  any  party  has   breached   any
representation,  warranty or covenant contained herein in any respect,  the fact
that there exists another  representation,  warranty or covenant relating to the
same subject matter (regardless of the relative levels of specificity) which the
party has not  breached  shall not detract  from or  mitigate  the fact that the
party is in breach of the first representation, warranty or covenant.

     SECTION 10.14 Specific Performance. Each party acknowledges and agrees that
the other party would be damaged  irreparably in the event any of the provisions
of this  Agreement are not performed in accordance  with their specific terms or
otherwise  are  breached.  Accordingly,  each party  agrees that the other party
shall be entitled to an injunction  or  injunctions  to prevent  breaches of the
provisions of this Agreement and to enforce  specifically this Agreement and the
terms and provisions  hereof in any action instituted in any court of the United
States or any state thereof having jurisdiction over the parties and the matter,
in  addition  to any other  remedy to which they may be  entitled,  at law or in
equity.


     IN WITNESS WHEREOF,  Seller,  NMHC and Purchaser have caused this Agreement
to be executed by their respective  officers thereunto duly authorized,  and the
Owners have executed this agreement, as of the date first written above.

                                      NATIONAL MEDICAL HEALTH CARD SYSTEMS, INC.


                                      By:
                                         --------------------------------------
                                       Name:
                                      Title:


                                      INTEGRAIL ACQUISITION CORP.


                                      By:
                                         --------------------------------------
                                      Name:
                                     Title:


                                     HEALTH SOLUTIONS, LTD.


                                    By:
                                        ---------------------------------------
                                      Name:
                                     Title:


                                                  OWNERS:

                                          ----------------------------------
                                          Fred Cohen


                                          ----------------------------------
                                          Ronald J. Isaacs


                                          ----------------------------------
                                          Rocco F. Giruzzi


                                          ----------------------------------
                                          Joseph M. Lapentina


                                          ----------------------------------
                                          Alan K. Kadish


                                         ------------------------------------
                                         Gerald A. Pedinotti


                                         ------------------------------------
                                         Charles A. Hartman


                                         ------------------------------------
                                         Patrick J. Maclaughlin


                                         ------------------------------------
                                         Danny J. Wheeler


                                         ------------------------------------
                                         Christopher DelVecchio


                                         ------------------------------------
                                         Dominick A. Bizzarro