STOCK PURCHASE AGREEMENT

                                      AMONG

                        NATIONAL INVESTMENT MANAGERS INC.

                           THE PENSION ALLIANCE, INC.
                                 RENEE J. CONNER
                            AND WILLIAM E. RENNINGER




                          Dated as of February 28, 2007




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                                TABLE OF CONTENTS


Section                                                                     Page
-------                                                                     ----

ARTICLE I SALE AND PURCHASE OF SHARES
      1.1   Sale and Purchase of Shares ....................................   1

ARTICLE II PURCHASE PRICE AND PAYMENT
      2.1   Amount of Purchase Price .......................................   1
      2.2   Payment of Purchase Price ......................................   1
      2.3   Net Working Capital Adjustment .................................   1
      2.4   Additional Consideration .......................................   2

ARTICLE III CLOSING AND TERMINATION
      3.1   Closing Date ...................................................   3
      3.2   Termination of Agreement .......................................   3
      3.3   Procedure Upon Termination .....................................   4
      3.4   Effect of Termination ..........................................   4

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE SELLERS
      4.1   Organization and Good Standing .................................   4
      4.2   Authority ......................................................   4
      4.3   Shares .........................................................   5
      4.4   Basic Corporate Records ........................................   5
      4.5   Minute Books ...................................................   5
      4.6   Subsidiaries and Affiliates ....................................   6
      4.7   Consents .......................................................   6
      4.8   Financial Statements ...........................................   6
      4.9   Records and Books Account ......................................   7
      4.10  Absence of Undisclosed Liabilities .............................   7
      4.11  Taxes ..........................................................   7
      4.12  Account Receivable .............................................   9
      4.13  Inventory ......................................................   9
      4.14  Machinery and Equipment ........................................  10
      4.15  Title to Properties; Certain Real Property Matters .............  10
      4.16  Leases .........................................................  11
      4.17  Patents, Software, Trademarks, Etc. ............................  12
      4.18  Insurance Policies .............................................  12
      4.19  Banking and Personnel Lists ....................................  13
      4.20  Lists of Contracts, Etc. .......................................  13
      4.21  Compliance With the Law ........................................  15
      4.22  Litigation, Pending Labor Disputes .............................  15
      4.23  Absence of Certain Changes or Events ...........................  16
      4.24  Employee Benefit Plans .........................................  17


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      4.25  Product Warranties and Product Liabilities .....................  18
      4.26  Assets .........................................................  18
      4.27  Absence of Certain Commercial Practices ........................  19
      4.28  Licenses, Permits, Consents and Approvals ......................  19
      4.29  Environmental Matters ..........................................  19
      4.30  Broker .........................................................  21
      4.31  Related Party Transactions .....................................  21
      4.32  Patriot Act ....................................................  21
      4.33  Disclosure .....................................................  22

ARTICLE V REPRESENTATIONS AND WARRANTIES OF PURCHASER
      5.1   Organization and Good Standing .................................  22
      5.2   Authority ......................................................  22
      5.3   Conflicts; Consents of Third Parties ...........................  22
      5.4   Litigation .....................................................  23
      5.5   Investment Intention ...........................................  23
      5.6   Broker .........................................................  23

ARTICLE VI COVENANTS
      6.1   Access to Information ..........................................  23
      6.2   Conduct of the Business Pending the Closing ....................  24
      6.3   Consents .......................................................  26
      6.4   Other Actions ..................................................  26
      6.5   No Solicitation ................................................  26
      6.6   Preservation of Records ........................................  27
      6.7   Publicity ......................................................  27
      6.8   Use of Name ....................................................  27
      6.9   Employment Agreements ..........................................  27
      6.10  Board of Directors .............................................  27
      6.11  Financial Statements ...........................................  28
      6.12  Tax Election ...................................................  28
      6.13  Tax Matters ....................................................  28

ARTICLE VII CONDITIONS TO CLOSING
      7.1   Conditions Precedent to Obligations of Purchaser ...............  30
      7.2   Conditions Precedent to Obligations of the Sellers .............  32

ARTICLE VIII DOCUMENTS TO BE DELIVERED
      8.1   Documents to be Delivered by the Sellers .......................  33
      8.2   Documents to be Delivered by the Purchaser .....................  33

ARTICLE IX INDEMNIFICATION
      9.1   Indemnification ................................................  33
      9.2   Limitations on Indemnification for Breaches of
            Representations and Warranties .................................  34
      9.3   Indemnification Procedures .....................................  35


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      9.4   Tax Treatment of Indemnity Payments ............................  36

ARTICLE X MISCELLANEOUS
      10.1  Payment of Sales, Use or Similar Taxes .........................  36
      10.2  Survival of Representations and Warranties .....................  36
      10.3  Expenses .......................................................  36
      10.4  Specific Performance ...........................................  36
      10.5  Further Assurances .............................................  37
      10.6  Submission to Jurisdiction; Consent to Service of Process ......  37
      10.7  Table of Contents and Headings .................................  37
      10.8  Governing Law ..................................................  38
      10.9  Table of Contents and Headings .................................  38
      10.10 Notices ........................................................  38
      10.11 Severability ...................................................  39
      10.12 Binding Effect; Assignment .....................................  39


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                            STOCK PURCHASE AGREEMENT

            STOCK  PURCHASE  AGREEMENT,  dated  as of  February  28,  2007  (the
"Agreement"),  among National Investment Managers Inc., a corporation  organized
under the laws of Florida  (the  "Purchaser"),  The Pension  Alliance,  Inc.,  a
corporation  organized under the laws of the  Commonwealth of Pennsylvania  (the
"Company"), and Renee J. Conner and William E. Renninger ("Sellers").

                              W I T N E S S E T H:
                              - - - - - - - - - -

            WHEREAS,  the Sellers own an  aggregate  of one thousand one hundred
(1,100)  shares of common stock,  One ($1.00)  Dollar par value,  of the Company
(the "Shares"), which Shares constitute all of the issued and outstanding shares
of capital stock of the Company; and

            WHEREAS, the Sellers desires to sell to Purchaser, and the Purchaser
desires to purchase from the Sellers, the Shares for the purchase price and upon
the terms and conditions hereinafter set forth;

            NOW,  THEREFORE,  in  consideration  of the  premises and the mutual
covenants and  agreements  hereinafter  contained,  the parties  hereby agree as
follows:

                                   ARTICLE I
                           SALE AND PURCHASE OF SHARES

            1.1 Sale and Purchase of Shares.

            Upon the terms and subject to the conditions  contained  herein,  on
the Closing Date the Sellers shall sell, assign, transfer, convey and deliver to
the Purchaser,  and the Purchaser  shall  purchase from the Sellers,  all of the
Shares.

                                   ARTICLE II
                           PURCHASE PRICE AND PAYMENT

            2.1 Amount of Purchase Price.

            (a) The  purchase  price for the Shares  shall be an amount equal to
$4,600,000 (four million six hundred thousand US dollars) (the "Purchase Price")
consisting  of (i)  $3,250,000  (three  million  two hundred  fifty  thousand US
dollars)  payable to the Sellers  (the "Cash  Purchase  Price"),  (ii)  $337,500
(three hundred thirty seven thousand US dollars)  evidenced by promissory  notes
in the form of exhibit 2.1(ii) attached hereto,  payable to the Sellers pro rata
based upon  proportionate  ownership  of the Company (the  "Initial  Notes") and
(iii) $337,500  (three  hundred  thirty seven thousand US dollars)  evidenced by
promissory notes in the form of exhibit 2.1(iii) attached hereto, payable to the
Sellers  pro  rata  based  upon  proportionate  ownership  of the  Company  (the
"Additional Notes").

<PAGE>

            (b) The Sellers shall receive  1,088,710 shares (the "Purchase Price
Shares", and collectively with the Cash Purchase Price (the "Purchase Price") of
the Purchaser's common stock (the "Common Stock").

            2.2 Payment of Purchase  Price.  On the Closing Date,  the Purchaser
shall pay the Cash  Purchase  Price to the  Sellers,  which shall be paid by the
delivery  to  Sellers  by wire  transfer  of  immediately  available  funds into
accounts  designated by the Sellers.  On the Closing Date,  the Purchaser  shall
deliver the Initial Notes, the Additional Notes and the Purchase Price Shares to
the Sellers.

            2.3  Adjustment to the Initial Notes,  the Additional  Notes and the
Purchase Price Shares.

            (a)  Within 30 days  after  the end of each of the first two  twelve
month  periods  following  the Closing  Date,  the  Purchaser  shall cause to be
prepared and  delivered to Sellers a statement of  operations of the Company for
such twelve month  period,  determined  in accordance  with  generally  accepted
accounting principles ("GAAP"). Such statement of operations shall include (i) a
separate  calculation of the Company's annual earnings before  interest,  taxes,
depreciation  and  amortization  ("Adjusted  EBITDA").  Unless within 15 days of
delivery of such statement of operations by Purchaser to Seller, Purchaser shall
have received a written  objection  from Seller to such statement of operations,
then such draft shall be  considered  the final  statement of  operations of the
Company for such period (the "Final Statement of Operations"). If within 15 days
of delivery of the  statement of  operations  by Purchaser to Seller,  Purchaser
shall  have  received  a written  objection  from  Seller to such  statement  of
operations,  then the Seller and  Purchaser  shall  attempt to  reconcile  their
differences  diligently  and in good faith and any  resolution  by them shall be
final,  binding and  conclusive.  If the Seller and the  Purchaser are unable to
reach a resolution  with such effect within 5 business  days of the  Purchaser's
receipt  of the  Seller's  written  notice  of  objection,  the  Seller  and the
Purchaser shall submit such dispute for resolution to an independent  accounting
firm  mutually  appointed  by the Seller  and the  Purchaser  (the  "Independent
Accounting  Firm"),  which  shall  determine  and report to the parties and such
report shall be final,  binding and conclusive on the parties  hereto.  The fees
and disbursements of the Independent  Accounting Firm shall initially be paid by
the Seller; provided, however, in the event that the Independent Accounting Firm
determines that the Seller's objection to the statement of operations are valid,
then the Purchaser shall pay the fee payable to the Independent Accounting Firm.

            (b) If the  Adjusted  EBITDA of the Company  for the first  12-month
period (the "Initial Period") following the Closing Date is less than $1,000,000
(the "Initial Period Target"), then the principal amount payable pursuant to the
Initial  Notes  shall be subject  to  reduction  by the  amount  that the actual
Adjusted  EBITDA for the Initial  Period is less than the Initial  Period Target
(the  "Initial  Shortfall");  provided,  however,  in the event that the Initial
Shortfall  exceeds the amount payable  pursuant to the Initial  Notes,  then the
Additional  Notes and the  Purchase  Price  Shares shall be subject to reduction
respectively. The amount of Purchase Price Shares to be cancelled shall be equal
to the amount of the  Initial  Shortfall  less the amount  applied  towards  the
Initial  Notes and the  Additional  Notes  divided by the price per share of the
Purchase Price Shares acquired by the Sellers (the "Initial Price Per Share").


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            (c) If the  Adjusted  EBITDA of the Company for the second  12-month
period  following  the Closing  Date (the  "Secondary  Period") is less than the
greater of $900,000 or the actual  Adjusted  EBITDA for the Initial  Period (the
"Secondary  Period  Target"),  then the principal amount payable pursuant to the
Additional  Notes  shall be subject to  reduction  by the amount that the actual
Adjusted  EBITDA  for the  Secondary  Period is less than the  Secondary  Period
Target  (the  "Secondary  Shortfall").  In no event shall the  Secondary  Period
Target be greater than  $1,050,000.  Notwithstanding  the  foregoing,  (i) there
shall be no reduction for the Secondary  Shortfall if and to the extent that the
combined  Adjusted EBITDA for the Initial Period and the Secondary Period equals
or exceeds $1,900,000,  and (ii) if a payment under the Initial Notes is reduced
due  to an  Initial  Shortfall,  such  reduced  amount  shall  be  added  to the
Additional Notes if the combined  Adjusted EBITDA for the Initial Period and the
Secondary Period equals or exceeds  $1,900,000.  In the event that the Secondary
Shortfall  exceeds the amount payable pursuant to the Additional Notes, then the
Purchase  Price  Shares  shall be subject to  reduction.  The amount of Purchase
Price  Shares to be  cancelled  shall be equal to the  amount  of the  Secondary
Shortfall  less the amount applied  towards the Additional  Notes divided by the
Initial Price Per Share.

            (d) There shall be no adjustment to the  principal  amounts  payable
pursuant to the  Initial  Notes or the  Additional  Notes nor shall there be any
adjustment  to the  Purchase  Price  Shares in the event that Renee J. Conner is
terminated  without  Cause  as  defined  in  section  5(A)(ii)  of that  certain
Employment  Agreement  by and between  the  Company  and Renee J.  Conner  dated
January 2, 2007.

            (e) In the event that the Company's  Adjusted EBITDA is greater than
$1,000,000 for the first 12-month period following the Closing Date (the "Excess
EBITDA"),  then the Purchaser shall pay to the Sellers,  within thirty (30) days
of such  determination that there is an Excess EBITDA, an amount in cash, shares
of common stock of the Purchaser at the price of $0.62 per share and  promissory
notes  substantially  in the form of the Additional  Notes due April 28, 2009 in
the ratio  that the  Purchase  Price is paid on the  Closing  Date  equal to the
Excess EBITDA multiplied by five (5); provided, however, the aggregate amount of
all notes delivered pursuant to this Section 2.3(e) shall not exceed $750,000.

            (f) In order to facilitate the cancellation of Purchase Price Shares
which  may be  effected  as a result  of an  Initial  Shortfall  or a  Secondary
Shortfall,  the Purchase  Price  Shares  shall be affixed  with a stop  transfer
legend until the Adjusted EBITDA for the Initial Period and the Secondary Period
is determined and accepted by all parties and the cancellation of Purchase Price
Shares in  accordance  with the terms of  Section  2.3 hereof as a result of any
shortfall. If at the end of the Initial Period or the Secondary Period, there is
a Initial  Shortfall or Secondary  Shortfall (as applicable),  the Sellers shall
return a portion of the Purchase  Price Shares to the  Purchaser as set forth in
this Section 2.3 to Purchaser for cancellation.

            2.5 Stock  Options.  On the Closing  Date,  Renee J. Conner shall be
granted an option to purchase  100,000  shares of the  Purchaser's  common stock
evidenced by stock option in the form of exhibit 2.4 attached hereto.


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                                  ARTICLE III
                             CLOSING AND TERMINATION

            3.1 Closing Date.

            Subject to the  satisfaction of the conditions set forth in Sections
7.1 and 7.2 hereof (or the waiver  thereof by the party  entitled  to waive that
condition),  the closing of the sale and purchase of the Shares  provided for in
Section 1.1 hereof (the "Closing")  shall take place at the offices of Sichenzia
Ross Friedman Ference LLP located at 1065 Avenue of the Americas,  New York, New
York 10018 (or at such other place as the parties may  designate  in writing) on
such date as the Sellers and the Purchaser may designate.  The date on which the
Closing shall be held is referred to in this Agreement as the "Closing Date".

            3.2 Termination of Agreement.

                  This  Agreement  may be  terminated  prior to the  Closing  as
follows:

            (a) At the  election  of the  Sellers or the  Purchaser  on or after
March 31, 2007,  if the Closing shall not have occurred by the close of business
on such date,  provided that the  terminating  party is not in default of any of
its obligations hereunder;

            (b) by mutual written consent of the Sellers and the Purchaser; or

            (c) by the  Sellers or the  Purchaser  if there shall be in effect a
final  nonappealable  order of a  governmental  body of  competent  jurisdiction
restraining,   enjoining  or  otherwise  prohibiting  the  consummation  of  the
transactions  contemplated hereby; it being agreed that the parties hereto shall
promptly appeal any adverse determination which is not nonappealable (and pursue
such appeal with reasonable diligence).

            3.3 Procedure Upon Termination.

                  In the event of termination  and  abandonment by the Purchaser
or the Sellers, or both, pursuant to Section 3.2 hereof,  written notice thereof
shall forthwith be given to the other party or parties, and this Agreement shall
terminate, and the purchase of the Shares hereunder shall be abandoned,  without
further action by the Purchaser or the Sellers.  If this Agreement is terminated
as provided  herein,  each party shall redeliver all documents,  work papers and
other  material of any other party  relating  to the  transactions  contemplated
hereby,  whether so obtained before or after the execution  hereof, to the party
furnishing the same.  The parties  specifically  ratify the covenants  regarding
confidentiality  and non-use of information set forth in the Letter of Intent of
the parties dated  September 19, 2006, and agree that the  obligations set forth
therein  will  survive  any  termination  and  abandonment  of the  transactions
contemplated by this Agreement.

            3.4 Effect of Termination.

                  In the event  that this  Agreement  is validly  terminated  as
provided herein,  then each of the parties shall be relieved of their duties and
obligations  arising under this Agreement after the date of such termination and
such termination shall be without liability to the Purchaser,  the Company,  the
Sellers or the Company;  provided,  however, that the obligations of the parties
set forth in Section 10.4 hereof shall survive any such termination and shall be
enforceable hereunder;  provided, further, however, that nothing in this Section
3.4 shall  relieve the Purchaser or the Sellers of any liability for a breach of
this Agreement.


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                                   ARTICLE IV
                  REPRESENTATIONS AND WARRANTIES OF THE SELLERS


                  The  Sellers  and the Company  hereby  jointly  and  severally
represent and warrant to the Purchaser that:

            4.1. Organization and Good Standing of the Company. The Company is a
corporation duly organized, validly existing and in good standing under the laws
of the jurisdiction of its  incorporation as set forth above. The Company is not
required to be qualified to transact  business in any other  jurisdiction  where
the failure to so qualify  would have an adverse  effect on the  business of the
Company.

            4.2. Authority.

                  (a) The Company has full power and  authority  (corporate  and
otherwise)  to carry on its business  and has all permits and licenses  that are
necessary to the conduct of its business or to the ownership, lease or operation
of its properties and assets.

                  (b) The execution of this Agreement and the delivery hereof to
the  Purchaser and the sale  contemplated  herein have been, or will be prior to
Closing,  duly authorized by the Board of Directors of the Company,  having full
power and authority to authorize such actions.

                  (c) Subject to any consents  required under Section 4.7 below,
the Sellers and the Company  have the full legal right,  power and  authority to
execute,  deliver and carry out the terms and provisions of this Agreement;  and
this  Agreement  has been duly and validly  executed and  delivered on behalf of
Sellers and the Company and  constitutes  a valid and binding  obligation of the
Sellers and the Company, enforceable in accordance with its terms.

                  (d) Except as set forth in Section 4.2,  neither the execution
and delivery of this  Agreement,  the  consummation of the  transactions  herein
contemplated,  nor  compliance  with the terms of this  Agreement  will violate,
conflict with, result in a breach of, or constitute a default under any statute,
regulation,   indenture,   mortgage,  loan  agreement,  or  other  agreement  or
instrument  to which the Sellers or the Company is a party or by which it or any
of them is bound, any charter, regulation, or bylaw provision of the Company, or
any decree, order, or rule of any court or governmental  authority or arbitrator
that is binding on the Sellers or the Company in any way.


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<PAGE>

            4.3. Shares.

                  (a) The  authorized  capital  stock of the Company  consist of
10,000 shares of common stock,  par value $1.00 per share, of which 1,100 shares
have been issued to Sellers  and  constitute  the only  shares of capital  stock
outstanding.  All of the Shares are duly authorized,  validly issued, fully paid
and non-assessable.

                  (b) The Sellers are the lawful record and beneficial  owner of
all the Shares,  free and clear of any liens,  pledges,  encumbrances,  charges,
claims or  restrictions  of any kind,  except  as set  forth in  Section  4.3 or
Schedule  4.3,  and  have,  or will  have on the  Closing  Date,  the  absolute,
unilateral right,  power,  authority and capacity to enter into and perform this
Agreement  without  any other or further  authorization,  action or  proceeding,
except as specified herein.

                  (c)  There are no  authorized  or  outstanding  subscriptions,
options,   warrants,  calls,  contracts,   demands,   commitments,   convertible
securities  or other  agreements  or  arrangements  of any  character  or nature
whatever under which the Company is or may become obligated to issue,  assign or
transfer  any shares of  capital  stock of the  Company,  except as set forth in
Section  4.3.  Upon  the  delivery  to  Purchaser  on the  Closing  Date  of the
certificates  representing the Shares,  Purchaser will have good, legal,  valid,
marketable and indefeasible  title to all the then issued and outstanding shares
of  capital  stock  of the  Company,  free  and  clear  of any  liens,  pledges,
encumbrances,  charges,  agreements,  options,  claims or other  arrangements or
restrictions of any kind.

            4.4.  Basic  Corporate  Records.  The  copies  of  the  Articles  of
Incorporation  of the  Company  (certified  by the  Secretary  of State or other
authorized official of the jurisdiction of incorporation), and the Bylaws of the
Company, as the case may be (certified as of the date of this Agreement as true,
correct and complete by the Company's secretary or assistant secretary),  all of
which have been delivered to the Purchaser, are true, correct and complete as of
the date of this Agreement.

            4.5. Minute Books.  The minute books of the Company,  which shall be
exhibited to the Purchaser between the date hereof and the Closing Date, contain
true, correct and complete minutes and records of all meetings,  proceedings and
other actions of the  shareholders,  Board of Directors  and  committees of such
Board of  Directors  of the  Company,  if any,  and, on the Closing  Date,  will
contain  true,  correct  and  complete  minutes  and  records  of any  meetings,
proceedings  and other  actions  of the  shareholders,  Board of  Directors  and
committees of such Board of Directors of the Company.

            4.6. Subsidiaries and Affiliates. Any and all businesses,  entities,
enterprises and organizations in which the Company has any ownership,  voting or
profit and loss sharing percentage interest (the  "Subsidiaries") are identified
in Schedule 4.6 hereto, together with the Company's interest therein. Unless the
context requires otherwise or specifically designated to the contrary on Section
4.6  hereto,  "Company"  as  used in  this  Agreement  shall  include  all  such
Subsidiaries. Except as set forth in Section 4.6 or 4.31 or on Schedule 4.6, (i)
the Company has made no advances to, or investments in, nor owns beneficially or
of  record,  any  securities  of or other  interest  in, any  business,  entity,
enterprise or  organization,  (ii) there are no  arrangements  through which the
Company has acquired  from, or provided to, the Sellers or their  affiliates any
goods,  properties  or  services,  (iii)  there  are no  rights,  privileges  or
advantages  now  enjoyed  by the  Company  as a result of the  ownership  of the


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<PAGE>

Company by the Sellers  which,  to the  knowledge of the Sellers or the Company,
might be lost as a result of the consummation of the  transactions  contemplated
by this Agreement. Each entity shown on Schedule 4.6 is duly organized,  validly
existing  and in  good  standing  under  the  laws  of the  jurisdiction  of its
incorporation, and has full power to own all of its property and to carry on its
business as it is now being conducted.  Also set forth on Schedule 4.6 is a list
of  jurisdictions  in which each  Subsidiary  is qualified to do business.  Such
jurisdictions  are the only  jurisdictions  in which the ownership or leasing of
property by each Subsidiary or the conduct of its business  requires it to be so
qualified.  The ownership  interest in each  Subsidiary has been duly authorized
and validly issued, is fully paid and nonassessable, and, except as set forth on
Schedule 4.6, is owned, of record and beneficially,  by the Company,  and on the
Closing  Date  will be  owned by the  Company,  free  and  clear  of all  liens,
encumbrances,   equities,  options  or  claims  whatsoever.  No  Subsidiary  has
outstanding  any other equity  securities  or  securities  options,  warrants or
rights  of any  kind  that  are  convertible  into  equity  securities  of  such
Subsidiary, except as set forth on Schedule 4.6.

            4.7.  Consents.  Except as set forth in Schedule 4.7, no consents or
approvals of any public body or authority  and no consents or waivers from other
parties to leases,  licenses,  franchises,  permits,  indentures,  agreements or
other  instruments  are  (i)  required  for  the  lawful   consummation  of  the
transactions  contemplated  hereby, or (ii) necessary in order that the Business
can be  conducted  by the  Purchaser  in the same  manner  after the  Closing as
heretofore   conducted  by  the  Company,  nor  will  the  consummation  of  the
transactions contemplated hereby result in creating,  accelerating or increasing
any liability of the Company.

            4.8.  Financial  Statements.  The Sellers  have  delivered,  or will
deliver  prior to Closing,  to the Purchaser  copies of the following  financial
statements  (which  include all notes and schedules  attached  thereto),  all of
which are true,  complete and  correct,  have been  prepared  from the books and
records of the Company in accordance with GAAP  consistently  applied and fairly
present the financial condition,  assets,  liabilities and results of operations
of the Company as of the dates thereof and for the periods covered thereby:

            the  unaudited  balance sheet of the Company as at December 31, 2004
            and  2005,  and  the  related  audited   statements  of  operations,
            stockholder's  equity and of cash flows of the Company for the years
            then ended and (ii) the unaudited balance sheet of the Company as of
            September 30, 2006 and the related compiled  statement of operations
            of the  Company  for the nine (9)  month  period  then  ended  (such
            statements,  including the related notes and schedules thereto,  are
            referred to herein as the "Financial Statements").

            In such  Financial  Statements,  the statements of operations do not
contain  any items of special  or  nonrecurring  income or any other  income not
earned in the ordinary  course of business  except as set forth in Schedule 4.8,
and the  financial  statements  for the interim  periods  indicated  include all
adjustments, which consist of only normal recurring accruals, necessary for such
fair presentation. There are no facts known to any of the Sellers or the Company
that, under generally accepted accounting principles consistently applied, would
alter the  information  contained in the foregoing  Financial  Statements in any
material way.


                                       7
<PAGE>

            For the  purposes  hereof,  the  balance  sheet of the Company as of
December 31, 2005 is referred to as the "Balance Sheet" and December 31, 2005 is
referred to as the "Balance Sheet Date".

            4.9. Records and Books of Account.  The records and books of account
of the Company and of each  Subsidiary  reflect all material items of income and
expense and all material assets, liabilities and accruals, and have been, and to
the Closing Date will be,  regularly kept and maintained in conformity with GAAP
applied on a consistent basis.

            4.10.  Absence  of  Undisclosed  Liabilities.  Except  as and to the
extent  reflected or reserved against in the Company's  Financial  Statements or
disclosed in Schedule  4.10,  there are no  liabilities  or  obligations  of the
Company of any kind whatsoever,  whether accrued,  fixed, absolute,  contingent,
determined or determinable,  and including without limitation (i) liabilities to
former, retired or active employees of the Company under any pension, health and
welfare  benefit  plan,  vacation  plan or other plan of the  Company,  (ii) tax
liabilities incurred in respect of or measured by income for any period prior to
the close of business on the Balance Sheet Date, or arising out of  transactions
entered  into,  or any state of facts  existing,  on or prior to said date,  and
(iii)  contingent  liabilities  in  the  nature  of an  endorsement,  guarantee,
indemnity  or warranty,  and there is no  condition,  situation or  circumstance
existing or which has existed that could reasonably be expected to result in any
liability of the Company,  other than  liabilities  and  contingent  liabilities
incurred  in the  ordinary  course of  business  since the  Balance  Sheet  Date
consistent with the Company's recent customary business practice,  none of which
is materially  adverse to the Company.  As of the Closing date, the value of the
liabilities  as disclosed in the  Company's  Financial  Statements  and Schedule
4.10, shall not exceed $567,130 which shall solely consist of trade payables and
normal accruals.

            4.11 Taxes.

                  (a) For purposes of this  Agreement,  "Tax" or "Taxes"  refers
to: (i) any and all federal,  state,  local and foreign taxes,  assessments  and
other  governmental  charges,  duties,  impositions and liabilities  relating to
taxes,  including  taxes  based  upon or  measured  by gross  receipts,  income,
profits,  sales,  use and  occupation,  and value added,  ad valorem,  transfer,
franchise,  withholding,  payroll,  recapture,  employment,  excise and property
taxes and  escheatment  payments,  together  with all  interest,  penalties  and
additions  imposed with respect to such  amounts and any  obligations  under any
agreements  or  arrangements  with any other person with respect to such amounts
and  including  any  liability  for  taxes  of a  predecessor  entity;  (ii) any
liability for the payment of any amounts of the type  described in clause (i) as
a result  of being or  ceasing  to be a member of an  affiliated,  consolidated,
combined or unitary group for any period  (including,  without  limitation,  any
liability  under Treas.  Reg.  Section  1.1502-6 or any comparable  provision of
foreign,  state or local law);  and (iii) any  liability  for the payment of any
amounts of the type  described  in clause (i) or (ii) as a result of any express
or  implied  obligation  to  indemnify  any  other  person or as a result of any
obligations  under any  agreements  or  arrangements  with any other person with
respect to such amounts and  including  any liability for taxes of a predecessor
entity.


                                       8
<PAGE>

                  (b) (i) The Company has timely filed all federal, state, local
and foreign returns,  estimates,  information statements and reports ("Returns")
relating to Taxes  required to be filed by the Company  with any Tax  authority.
All such Returns are true, correct and complete in all respects. The Company has
paid all Taxes  shown to be due on such  Returns.  Except as listed on  Schedule
4.11 hereto,  the Company is not currently the  beneficiary of any extensions of
time  within  which  to file any  Returns.  The  Sellers  and the  Company  have
furnished and made  available to the Purchaser  complete and accurate  copies of
all income and other Tax Returns and any amendments thereto filed by the Company
in the last three (3) years.

                        (ii) The  Company,  as of the  Closing  Date,  will have
withheld and accrued or paid to the proper  authority all Taxes required to have
been withheld and accrued or paid.

                        (iii) The Company has not been delinquent in the payment
of any Tax nor is there any Tax deficiency  outstanding or assessed against such
Company.  The Company has not  executed any  unexpired  waiver of any statute of
limitations  on or extending the period for the  assessment or collection of any
Tax.

                        (iv) There is no dispute,  claim, or proposed adjustment
concerning  any Tax liability of the Company either (A) claimed or raised by any
Tax  authority in writing or (B) based upon  personal  contact with any agent of
such Tax  authority,  and  there  is no claim  for  assessment,  deficiency,  or
collection of Taxes, or proposed  assessment,  deficiency or collection from the
Internal Revenue Service or any other governmental authority against the Company
which has not been satisfied.  The Company is not a party to nor has the Company
been  notified in writing  that it is the subject of any pending,  proposed,  or
threatened action,  investigation,  proceeding, audit, claim or assessment by or
before the Internal  Revenue Service or any other  governmental  authority,  nor
does the  Company  have any  reason  to  believe  that any such  notice  will be
received in the future.  Neither the Internal  Revenue  Service nor any state or
local taxation  authority has ever audited any income tax return of the Company.
The Company has not filed any requests  for rulings  with the  Internal  Revenue
Service.  No power of attorney has been granted by the Company or its Affiliates
with respect to any matter  relating to Taxes of the  Company.  There are no Tax
liens of any kind  upon any  property  or  assets  of the  Company,  except  for
inchoate liens for Taxes not yet due and payable.

                        (v) The Company has no  liability  for any unpaid  Taxes
which has not been paid or accrued for or reserved on the  Financial  Statements
in  accordance  with  GAAP,  whether  asserted  or  unasserted,   contingent  or
otherwise.

                        (vi)   There  is  no   contract,   agreement,   plan  or
arrangement  to which the  Company is a party as of the date of this  Agreement,
including  but not limited to the  provisions  of this  Agreement,  covering any
employee or former employee of the Company that,  individually or  collectively,
would  reasonably  be  expected  to give rise to the  payment of any amount that
would not be deductible pursuant to Sections 280G, 404 or 162(m) of the Internal
Revenue Code of 1986, as amended (the "Code"). There is no contract,  agreement,
plan or  arrangement  to which the Company is a party or by which it is bound to
compensate  any individual for excise taxes paid pursuant to Section 4999 of the
Code.


                                       9
<PAGE>

                        (vii) The Company  has not filed any  consent  agreement
under Section 341(f) of the Code or agreed to have Section 341(f)(2) of the Code
apply to any  disposition  of a  subsection  (f) asset (as  defined  in  Section
341(f)(4) of the Code) owned by the Company.

                        (viii)  The  Company  is not a  party  to,  nor  has any
obligation under any tax-sharing,  tax indemnity or tax allocation  agreement or
arrangement.

                        (ix) None of the  Company's  assets  are tax  exempt use
property within the meaning of Section 168(h) of the Code.

                        (x) The Company has made a valid  election under Section
1362 of the Code to be treated as an S  corporation  as defined in Code  Section
1361,  which election was  acknowledged by the IRS and became effective on March
1, 1995. The election has remained in effect since that date without revocation,
cessation or  termination,  and the Company has  qualified to be taxed under the
provisions of Subchapter S of the Code and under applicable  similar  provisions
of state income tax law for all periods beginning on or after March 1, 1995.

            4.12.  Accounts  Receivable.  The accounts receivable of the Company
shown on the  Balance  Sheet  Date,  and  those  to be  shown  in the  Financial
Statements,  are, and will be, actual bona fide receivables from transactions in
the ordinary course of business  representing  valid and binding  obligations of
others for the total dollar  amount shown  thereon,  and as of the Balance Sheet
Date were not (and presently are not) subject to any recoupments,  set-offs,  or
counterclaims.  All such  accounts  receivable  are and will be  collectible  in
amounts not less than the amounts (net of reserves)  carried on the books of the
Company, including the Financial Statements, and will be paid in accordance with
their  terms.  Except as listed  on  Schedule  4.12  hereto,  all such  accounts
receivable are and will be actual bona fide receivables from transactions in the
ordinary course of business.  The Sellers expressly acknowledge that all account
receivables, as of the Closing Date, whether incurred prior or subsequent to the
Closing Date, will be property of the Company,  which is in turn property of the
Purchaser and the Sellers  further  acknowledge  that they will have no claim to
the account  receivables  existing as of or after the Closing Date.  The Company
will  continue to invoice and collect on the account  receivables  in accordance
with  its  standard  collection  procedures  subject  to  the  direction  of the
Purchaser.

            4.13. Intentionally Left Blank.

            4.14.  Machinery and Equipment.  Except for items disposed of in the
ordinary  course of business,  all  computers and related  software,  machinery,
tools, furniture,  fixtures, equipment, vehicles, leasehold improvements and all
other tangible  personal  property  (hereinafter  "Fixed Assets") of the Company
currently being used in the conduct of its business,  or included in determining
the net book value of the Company on the Balance  Sheet Date,  together with any
machinery or equipment  that is leased or operated by the Company,  are in fully
serviceable  working condition and repair. Said Fixed Assets shall be maintained
in such  condition  from the date hereof  through the  Closing  Date.  Except as
described on Schedule 4.14 hereto,  all Fixed Assets owned,  used or held by the
Company are situated at its  business  premises  and are  currently  used in its
business.  Schedule  4.14  describes all Fixed Assets owned by or an interest in
which is claimed by any other  person  (whether a  customer,  supplier  or other
person) for which the Company is responsible  (copies of all agreements relating
thereto being attached to said Schedule  4.14),  and all such property is in the
Company's  actual  possession  and is in such  condition that upon the return of
such  property in its present  condition  to its owner,  the Company will not be
liable in any amount to such owner.  There are no  outstanding  requirements  or
recommendations  by any  insurance  company  that has  issued a policy  covering
either (i) such Fixed Assets or (ii) any liabilities of the Company  relating to
operation of the Business,  or by any board of fire  underwriters  or other body
exercising similar  functions,  requiring or recommending any repairs or work to
be done on any Fixed Assets or any changes in the  operations  of the  Business,
any equipment or machinery  used  therein,  or any  procedures  relating to such
operations,  equipment  or  machinery.  All Fixed  Assets of the Company are set
forth on Schedule 4.14 hereto.


                                       10
<PAGE>

            4.15.  Real  Property  Matters.  The  Company  does not own any real
property  as of the date hereof and has not owned any real  property  during the
three years preceding the date hereof.

            4.16.  Leases.  All  leases  of real and  personal  property  of the
Company  are  described  in  Schedule  4.16,  are in full  force and  effect and
constitute  legal,  valid and  binding  obligations  of the  respective  parties
thereto  enforceable  in  accordance  with  their  terms,  except as  limited by
bankruptcy, insolvency,  reorganization,  moratorium or similar laws relating to
or affecting  generally the enforcement of creditor's  rights, and have not been
assigned or encumbered.  The Company has performed in all material  respects the
obligations  required to be performed by it under all such leases to date and it
is not in default in any material  respect  under any of said leases,  except as
set forth in Schedule 4.16, nor has it made any leasehold  improvements required
to be removed at the  termination of any lease,  except signs. No other party to
any such lease is in material  default  thereunder.  Except as noted on Schedule
4.16,  none of the leases listed thereon require the consent of a third party in
connection with the transfer of the Shares.

            4.17.  Patents,  Software,  Trademarks,  Etc. The Company  owns,  or
possess  adequate  licenses  or other  rights  to use,  all  patents,  software,
trademarks, service marks, trade names and copyrights and trade secrets, if any,
necessary to conduct its business as now operated by it. The patents,  software,
trademarks,  service marks,  copyrights,  trade names and trade secrets, if any,
registered  in the name of or owned or used by or  licensed  to the  Company and
applications for any thereof  (hereinafter the  "Intangibles")  are described or
referenced in Schedule 4.17.  Sellers hereby  specifically  acknowledge that all
right,  title and interest in and to all patents and software listed on Schedule
4.17 as  patents  owned by the  Company  are owned by the  Company  and that the
ownership  of such  patents  and  software  will be  transferred  as part of the
Company to Purchaser as part of the transaction contemplated hereby. No officer,
director,  shareholder  or employee of the Company or any  relative or spouse of
any such  person  owns any  patents or patent  applications  or any  inventions,
software,  secret formulae or processes,  trade secrets or other similar rights,
nor is any of them a party to any  license  agreement,  used by or useful to the
Company or related to the Business except as listed in Schedule 4.17.  Except as
set  forth on  Schedule  4.17,  all of said  Intangibles  are  valid and in good
standing,  are  free  and  clear  of all  liens,  security  interests,  charges,
restrictions and encumbrances of any kind whatsoever.  Seller and/or the Company
have not  licensed  any  Intangibles  to any third party  except as described in
Schedule  4.17.  The  Company has not been  charged  with,  nor to the  Seller's
knowledge has it infringed, nor is it threatened to be charged with infringement
of, any patent,  proprietary rights or trade secrets of others in the conduct of
its business,  and, to the date hereof, neither the Sellers nor the Company have
received any notice of conflict  with or  violation  of the  asserted  rights in
intangibles or trade secrets of others. The Company is not now manufacturing any
goods. The consummation of the transactions  contemplated  hereby will not alter
or impair  any  rights of the  Company  in any such  Intangibles  or in any such
permit,  franchise  or  license,  except as  described  in  Schedule  4.17.  The
Intangibles  are in such form and of such quality and will be maintained in such
a manner that the Company can provide the services  heretofore provided by it so
that such services meet applicable specifications and conform with the standards
of quality heretofore met by it. The Company has the sole and exclusive right to
use its  corporate  and  trade  names in the  jurisdictions  where it  transacts
business.


                                       11
<PAGE>

            4.18. Insurance Policies. There is set forth in Schedule 4.18 a list
and brief  description of all insurance  policies on the date hereof held by the
Company  or on which  it pays  premiums,  including,  without  limitation,  life
insurance and title insurance policies,  which description includes the premiums
payable by it thereunder. Schedule 4.18 also sets forth, in the case of any life
insurance policy held by the Company, the name of the insured under such policy,
the cash surrender  value thereof and any loans  thereunder.  All such insurance
premiums in respect of such coverage have been, and to the Closing Date will be,
paid in full, or if not due,  properly accrued on the Balance Sheet. All claims,
if any,  made against the Company  which are covered by such policies have been,
or are being,  settled or defended by the insurance  companies  that have issued
such  policies.  Up to  the  Closing  Date,  such  insurance  coverage  will  be
maintained  in full  force and  effect and will not be  cancelled,  modified  or
changed  without the express  written  consent of the  Purchaser,  except to the
extent the maturity dates of any such insurance  policies  expiring prior to the
Closing Date. No such policy has been, or to the Closing Date will be, cancelled
by the issuer  thereof,  and, to the  knowledge  of the Sellers and the Company,
between the date hereof and the Closing Date,  there shall be no increase in the
premiums  with  respect  to any such  insurance  policy  caused by any action or
omission of the Sellers or of the Company.

            4.19.  Banking and Personnel Lists. The Sellers and the Company will
deliver to the Purchaser prior to the Closing Date the following  accurate lists
and summary descriptions relating to the Company:

                        (i) The name of each  bank in which the  Company  has an
account or safe  deposit  box and the names of all  persons  authorized  to draw
thereon or have access thereto.

                        (ii) The names,  current  annual  salary rates and total
compensation for the preceding  fiscal year of all of the present  directors and
officers of the  Company,  and any other  employees  whose  current base accrual
salary or annualized hourly rate equivalent is $20,000 or more,  together with a
summary of the bonuses, percentage compensation and other like benefits, if any,
paid or  payable  to such  persons  for the last  full  fiscal  year  completed,
together with a schedule of changes since that date, if any.


                                       12
<PAGE>

                        (iii) A schedule  of workers'  compensation  payments of
the Company  over the past five full fiscal years and the fiscal year to date, a
schedule of claims by employees of the Company against the workers' compensation
fund for any reason over such period,  identification  of all  compensation  and
medical  benefits  paid to date on each such claim and the  estimated  amount of
compensation and medical benefits to be paid in the future on each such claim.

                        (iv) The name of all pensioned  employees of the Company
whose  pensions  are  unfunded  and are  not  paid or  payable  pursuant  to any
formalized pension arrangements, their agent and annual unfunded pension rates.

                        (v)  The  name,  address,  telephone  number,  facsimile
number,  email address, the name of the principal contact and all other relevant
contact information of all clients and business relationships of the Sellers.

            4.20. Lists of Contracts,  Etc. There is included in Schedule 4.20 a
list of the following  items (whether  written or oral) relating to the Company,
which list identifies and fairly summarizes each item:

                        (i) All  collective  bargaining  and other  labor  union
agreements  (if any);  all  employment  agreements  with any officer,  director,
employee or consultant;  and all employee  pension,  health and welfare  benefit
plans,   group   insurance,   bonus,   profit  sharing,   severance,   vacation,
hospitalization,  and retirement plans,  post-retirement  medical benefit plans,
and any other plans,  arrangements or custom  requiring  payments or benefits to
current or retiring employees.

                        (ii) All  joint  venture  contracts  of the  Company  or
affiliates relating to the Business;

                        (iii)  All  contracts  of the  Company  relating  to (a)
obligations for borrowed money, (b) obligations evidenced by bonds,  debentures,
notes or other similar instruments, (c) obligations to pay the deferred purchase
price of property or services,  except  trade  accounts  payable  arising in the
ordinary course of business,  (d) obligations under capital leases,  (e) debt of
others  secured by a lien on any asset of the  Company,  and (f) debts of others
guaranteed by the Company.

                        (iv)  All  agreements  of the  Company  relating  to the
supply  of raw  materials  for  and  the  distribution  of the  products  of the
Business,  including  without  limitation all sales  agreements,  manufacturer's
representative  agreements and distribution agreements of whatever magnitude and
nature, and any commitments therefor;

                        (v)  All  contracts   that   individually   provide  for
aggregate  future  payments to or from any of the Company of $5,000 or more,  to
the extent not included in (i) through (iv) above;


                                       13
<PAGE>

                        (vi)  All  contracts  of the  Company  that  have a term
exceeding one year and that may not be cancelled without any liability,  penalty
or premium, to the extent not included in (i) through (v) above;

                        (vii) A  complete  list  of all  outstanding  powers  of
attorney granted by any of the Company; and

                        (viii) All other  contracts  of the Company  material to
the business, assets, liabilities, financial condition, results of operations or
prospects of the Business taken as a whole to the extent not included above.

            Except as set forth in Schedule 4.20, (i) all contracts,  agreements
and commitments of the Company set forth in Schedule 4.20 are valid, binding and
in full force and  effect,  and (ii)  neither the Company nor any other party to
any  such  contract,  agreement,  or  commitment  has  materially  breached  any
provision thereof or is in default  thereunder.  Except as set forth in Schedule
4.20,  the sale of the Shares by the Sellers in accordance  with this  Agreement
will not result in the  termination of any contract,  agreement or commitment of
the Company set forth in Schedule 4.20, and immediately after the Closing,  each
such  contract,  agreement or commitment  will continue in full force and effect
without the  imposition or  acceleration  of any  burdensome  condition or other
obligation on the Company  resulting from the sale of the Shares by the Sellers.
True and complete copies of the contracts,  leases, licenses and other documents
referred to in this Schedule 4.20 will be delivered to the Purchaser,  certified
by the  Secretary  or Assistant  Secretary  of the Company as true,  correct and
complete copies,  not later than four weeks from the date hereof or ten business
days before the Closing Date, whichever is sooner.

            There are no  pending  disputes  with  customers  or  vendors of the
Company  regarding  quality or return of goods involving amounts in dispute with
any one customer or vendor,  whether for related or unrelated  claims, in excess
of $5,000  except as  described on Schedule  4.20  hereto,  all of which will be
resolved to the reasonable  satisfaction of Purchaser prior to the Closing Date.
To the  knowledge  of  Sellers  and the  Company,  there has not been any event,
happening,  threat or fact that  would  lead  them to  believe  that any of said
customers  or  vendors  will  terminate  or  materially   alter  their  business
relationship with the Company after completion of the transactions  contemplated
by this Agreement.

            4.21.  Compliance  With the Law.  The Company is not in violation of
any applicable federal,  state, local or foreign law, regulation or order or any
other,  decree or requirement of any governmental,  regulatory or administrative
agency or authority or court or other tribunal  (including,  but not limited to,
any law,  regulation  order or requirement  relating to securities,  properties,
business, products,  manufacturing processes,  advertising,  sales or employment
practices,  terms and conditions of employment,  occupational safety, health and
welfare,  conditions of occupied premises,  product safety and liability,  civil
rights,  or  environmental  protection,  including,  but not limited  to,  those
related to waste  management,  air pollution  control,  waste water treatment or
noise abatement). Except as set forth in Schedule 4.21, the Company has not been
and are not now charged  with, or to the knowledge of the Sellers or the Company
under  investigation  with  respect to, any  violation  of any  applicable  law,
regulation,  order or requirement relating to any of the foregoing,  nor, to the
knowledge  of  Sellers  or  the  Company  after  due  inquiry,   are  there  any
circumstances  that would or might give rise to any such violation.  The Company
has filed all reports required to be filed with any governmental,  regulatory or
administrative agency or authority.


                                       14
<PAGE>

            4.22.  Litigation;  Pending Labor  Disputes.  Except as specifically
identified on Schedule 4.22:

                        (i) There are no legal,  administrative,  arbitration or
other proceedings or governmental investigations pending or, to the knowledge of
Sellers or the Company, threatened, against the Sellers or the Company, relating
to the Business or the Company or its properties (including leased property), or
the transactions contemplated by this Agreement, nor is there any basis known to
the Sellers or the Company for any such action.

                        (ii)  There are no  judgments,  decrees or orders of any
court,  or  any   governmental   department,   commission,   board,   agency  or
instrumentality  binding upon Sellers or the Company relating to the Business or
the  Company  the effect of which is to prohibit  any  business  practice or the
acquisition  of any  property or the  conduct of any  business by the Company or
which  limit or control or  otherwise  adversely  affect its method or manner of
doing business.

                        (iii) No work  stoppage has  occurred and is  continuing
or, to the  knowledge of Sellers or the Company,  is  threatened  affecting  the
Business,  and no representation  question involving recognition of a collective
bargaining agent exists in respect of any employees of the Company.

                        (iv) There are no pending  labor  negotiations  or union
organization efforts relating to employees of the Company.

                        (v) There are no charges of discrimination  (relating to
sex, age, race,  national  origin,  handicap or veteran  status) or unfair labor
practices pending or, to the knowledge of the Sellers or the Company, threatened
before any governmental or regulatory  agency or authority or any court relating
to employees of the Company.

            4.23.  Absence of Certain  Changes or Events.  The  Company has not,
since the Balance Sheet Date, except as described on Schedule 4.23:

                        (i)  Incurred  any  material   obligation  or  liability
(absolute,   accrued,  contingent  or  otherwise)  or  in  connection  with  the
performance of this Agreement,  and any such obligation or liability incurred in
the ordinary course is not materially  adverse,  except for claims, if any, that
are adequately covered by insurance;

                        (ii) Discharged or satisfied any lien or encumbrance, or
paid or satisfied any obligations or liability (absolute, accrued, contingent or
otherwise)  other than (a) liabilities  shown or reflected on the Balance Sheet,
and (b) liabilities incurred since the Balance Sheet Date in the ordinary course
of business that were not materially adverse;


                                       15
<PAGE>

                        (iii)  Increased or  established  any reserve or accrual
for taxes or other liability on its books or otherwise provided therefor, except
(a) as disclosed on the Balance  Sheet,  or (b) as may have been required  under
generally accepted accounting principles due to income earned or expense accrued
since the Balance Sheet Date and as disclosed to the Purchaser in writing;

                        (iv) Mortgaged, pledged or subjected to any lien, charge
or other encumbrance any of its assets, tangible or intangible;

                        (v) Sold or  transferred  any of its assets or cancelled
any debts or  claims or waived  any  rights,  except in the  ordinary  course of
business and which has not been materially adverse;

                        (vi)  Disposed of or  permitted  to lapse any patents or
trademarks or any patent or trademark  applications material to the operation of
its business;

                        (vii) Incurred any significant  labor trouble or granted
any general or uniform  increase in salary or wages payable or to become payable
by it to any director,  officer,  employee or agent, or by means of any bonus or
pension plan,  contract or other  commitment  increased the  compensation of any
director, officer, employee or agent;

                        (viii)  Authorized  any  capital  expenditure  for  real
estate or  leasehold  improvements,  machinery,  equipment or molds in excess of
$5,000.00 in the aggregate;

                        (ix)  Except  for  this  Agreement,   entered  into  any
material transaction;

                        (x)  Issued  any  stocks,   bonds,  or  other  corporate
securities,  or  made  any  declaration  or  payment  of  any  dividend  or  any
distribution in respect of its capital stock; or

                        (xi) Experienced damage, destruction or loss (whether or
not  covered by  insurance)  individually  or in the  aggregate  materially  and
adversely  affecting any of its properties,  assets or business,  or experienced
any other material  adverse change or changes  individually  or in the aggregate
affecting its financial condition, assets, liabilities or business.

            4.24. Employee Benefit Plans.

            (a) Schedule 4.24 lists a description of the only Employee  Programs
(as defined below) that have been  maintained  (as such term is further  defined
below) by the  Company at any time  during the five (5) years  prior to the date
hereof.


                                       16
<PAGE>

                  (b) There has not been any failure of any party to comply with
any  laws  applicable  with  respect  to any  Employee  Program  that  has  been
maintained  by the  Company.  With  respect  to  any  Employee  Programs  now or
heretofore  maintained by the Company,  there has occurred no breach of any duty
under the Employee  Retirement Income Security Act of 1974, as amended ("ERISA")
or other applicable law which could result, directly or indirectly in any taxes,
penalties or other liability to the Purchaser,  the Company or any affiliate (as
defined  below).  No litigation,  arbitration,  or  governmental  administrative
proceeding (or  investigation) or other proceeding (other than those relating to
routine  claims for  benefits) is pending or, to the knowledge of the Company or
Sellers, threatened with respect to any such Employee Program.

                  (c)  Except as set forth in  Schedule  4.24  attached  hereto,
neither the Company nor any affiliate  has ever (i) provided  health care or any
other  non-pension   benefits  to  any  employees  after  their  employment  was
terminated  (other than as required by Part 6 of Subtitle B of Title I of ERISA)
or  has  ever  promised  to  provide  such  post-termination  benefits  or  (ii)
maintained an Employee Program provided to such employees subject to Title IV of
ERISA, Section 401(a) or Section 412 of Code, including, without limitation, any
Multiemployer Plan.

                  (d) For purposes of this Section 4.24:

                        (i) "Employee  Program"  means (A) all employee  benefit
plans within the meaning of ERISA Section 3(3),  including,  but not limited to,
multiple  employer  welfare  arrangements  (within the meaning of ERISA  Section
3(40)),  plans to which  more than one  unaffiliated  employer  contributes  and
employee  benefit plans (such as foreign or excess  benefit plans) which are not
subject to ERISA;  and (B) all stock  option  plans,  bonus or  incentive  award
plans, severance pay policies or agreements,  deferred compensation  agreements,
supplemental income arrangements, vacation plans, and all other employee benefit
plans,  agreements,  and arrangements not described in (A) above. In the case of
an Employee  Program  funded through an  organization  described in Code Section
501(c)(9),  each reference to such Employee Program shall include a reference to
such organization;

                        (ii) An entity  "maintains" an Employee  Program if such
entity  sponsors,  contributes  to, or  provides  (or has  promised  to provide)
benefits  under such Employee  Program,  or has any  obligation (by agreement or
under  applicable law) to contribute to or provide  benefits under such Employee
Program,  or if such Employee Program  provides  benefits to or otherwise covers
employees of such entity (or their spouses, dependents, or beneficiaries);

                        (iii) An entity is an  "affiliate"  of the  Company  for
purposes of this  Section  3.24 if it would have ever been  considered  a single
employer  with the  Company  under  ERISA  Section  4001(b)  or part of the same
"controlled  group" as the Company for purposes of ERISA  Section  302(d)(8)(C);
and


                                       17
<PAGE>

                        (iv)   "Multiemployer   Plan"   means  a   (pension   or
non-pension)  employee benefit plan to which more than one employer  contributes
and  which  is  maintained  pursuant  to  one  or  more  collective   bargaining
agreements.

            4.25.  Product  Warranties  and  Product  Liabilities.  The  product
warranties  and return  policies of the Company in effect on the date hereof and
the types of products to which they apply are described on Schedule 4.25 hereto.
Schedule 4.25 also sets forth all product  liability claims involving amounts in
controversy  in excess of $5,000 that are  currently  either  pending or, to the
best of the  Sellers'  and  the  Company's  knowledge,  threatened  against  the
Company.  The  Company  has not paid in the  aggregate,  or  allowed  as credits
against purchases, or received claims for more than one percent (1%) per year of
gross sales, as determined in accordance with GAAP consistently applied,  during
the past three years pursuant to  obligations  under any warranty or any product
liability  claim with respect to goods  manufactured,  assembled or furnished by
the Company.  The future cost of performing all such  obligations and paying all
such product liability claims with respect to goods  manufactured,  assembled or
furnished  prior to the  Closing  Date will not exceed the  average  annual cost
thereof for said past three year period.

            4.26. Assets. The assets of the Company are located at the locations
listed on Schedule 4.26 attached  hereto.  Except as described in Schedule 4.26,
the assets of the Company  are, and together  with the  additional  assets to be
acquired or otherwise received by the Company prior to the Closing,  will at the
Closing Date be,  sufficient in all material respects to carry on the operations
of the Business as now conducted by the Company and in no event shall the assets
of the  Company  at  closing  have a value of less than  $567,130.  The  Company
(including for such purpose any Subsidiaries thereof listed on Schedule 4.6) are
the only business organizations through which the Business is conducted.  Except
as set forth in Schedule 4.16 or Schedule  4.26,  all assets used by the Sellers
and the Company to conduct the  Business  are,  and will on the Closing Date be,
owned by the Company.

            4.27. Absence of Certain Commercial  Practices.  Except as described
on  Schedule  4.27,  neither  the  Company  nor the Sellers has made any payment
(directly or by secret commissions,  discounts,  compensation or other payments)
or given any gifts to  another  business  concern,  to an agent or  employee  of
another business concern or of any governmental  entity (domestic or foreign) or
to a political party or candidate for political office (domestic or foreign), to
obtain  or  retain  business  for  the  Company  or  to  receive   favorable  or
preferential   treatment,   except   for  gifts  and   entertainment   given  to
representatives  of  customers or potential  customers of  sufficiently  limited
value and in a form (other than cash) that would not be  construed as a bribe or
payoff.

            4.28. Licenses,  Permits,  Consents and Approvals.  The Company has,
and at the Closing Date will have, all licenses, permits or other authorizations
of   governmental,   regulatory  or   administrative   agencies  or  authorities
(collectively, "Licenses") required to conduct the Business. All Licenses of the
Company are listed on Schedule  4.28 hereto.  At the  Closing,  the Company will
have all such  Licenses  which are  material to the conduct of the  Business and
will have renewed all Licenses  which would have expired in the interim.  Except
as listed in  Schedule  4.28,  no  registration,  filing,  application,  notice,
transfer, consent, approval, order, qualification, waiver or other action of any
kind (collectively,  a "Filing") will be required as a result of the sale of the
Shares by Sellers in accordance with this Agreement (a) to avoid the loss of any
License or the violation, breach or termination of, or any default under, or the
creation of any lien on any asset of the  Company  pursuant to the terms of, any
law,  regulation,  order or other  requirement or any contract  binding upon the
Company or to which any such asset may be  subject,  or (b) to enable  Purchaser
(directly or through any  designee) to continue the operation of the Company and
the Business  substantially  as conducted  prior to the Closing  Date.  All such
Filings will be duly filed, given,  obtained or taken on or prior to the Closing
Date and will be in full force and effect on the Closing Date.


                                       18
<PAGE>

            4.29.  Environmental  Matters.  Except as set forth on Schedule 4.29
hereto:

            (a)  The  operations  of the  Company  are in  compliance  with  all
applicable Laws promulgated by any governmental entity which prohibit,  regulate
or  control  any  hazardous   material  or  any  hazardous   material   activity
("Environmental  Laws") and all permits issued pursuant to Environmental Laws or
otherwise  except for where  noncompliance  or the absence of such permits would
not, individually or in the aggregate, have a Material Adverse Effect;

            (b)  The  Company  has  obtained  all  permits  required  under  all
applicable Environmental Laws necessary to operate the Business;

            (c) The Company is not the subject of any outstanding  written order
or Contract with any governmental  authority or person respecting  Environmental
Laws or any violation or potential violations thereof; and,

            (d) The Company has not received any written communication  alleging
either or both that the Company may be in violation of any Environmental Law, or
any permit issued pursuant to Environmental Law, or may have any liability under
any Environmental Law.

            4.30  Broker.  Except as  specified  in Schedule  4.30,  neither the
Company  nor the  Sellers  has  retained  any  broker  in  connection  with  any
transaction contemplated by this Agreement.  Purchaser and the Company shall not
be  obligated  to pay any fee or  commission  associated  with the  retention or
engagement  by the  Company  or Sellers  of any  broker in  connection  with any
transaction contemplated by this Agreement.

            4.31.  Related Party  Transactions.  Except as described in Schedule
4.31,  all  transactions  during the past five years between the Company and any
current or former  shareholder or any entity in which the Company or any current
or former shareholder had or has a direct or indirect interest have been fair to
the Company as determined by the Board of Directors.  No portion of the sales or
other  on-going  business  relationships  of the Company is  dependent  upon the
friendship  or the personal  relationships  (other than those  customary  within
business generally) of any Sellers, except as described in Schedule 4.31. During
the past  five  years,  the  Company  has not  forgiven  or  cancelled,  without
receiving full consideration, any indebtedness owing to it by the Sellers.


                                       19
<PAGE>

            4.32 Patriot  Act. The Company and the Sellers  certify that neither
the Company nor any of its Subsidiaries has been designated, and is not owned or
controlled,  by a "suspected terrorist" as defined in Executive Order 13224. The
Company and the Sellers hereby  acknowledge  that the Purchaser  seeks to comply
with all applicable laws concerning money laundering and related activities.  In
furtherance  of those  efforts,  the Company and the Sellers  hereby  represent,
warrant  and agree that:  (i) none of the cash or property  that the Sellers has
contributed or paid or will  contribute and pay to the Company has been or shall
be derived  from,  or related to, any  activity  that is deemed  criminal  under
United States law; and (ii) no  contribution or payment by the Company or any of
their  Subsidiaries  to the  Purchaser,  to the extent  that they are within the
Companies' and/or their Subsidiaries' control shall cause the Purchaser to be in
violation of the United States Bank Secrecy Act, the United States International
Money Laundering  Control Act of 1986 or the United States  International  Money
Laundering Abatement and Anti-Terrorist Financing Act of 2001. The Sellers shall
promptly notify the Purchaser if any of these representations  ceases to be true
and accurate regarding the Sellers, the Company or any of its Subsidiaries.  The
Sellers agrees to provide the Purchaser any additional information regarding the
Company or any of its  Subsidiaries  that the Purchaser  reasonably  requests to
ensure  compliance  with all applicable  laws  concerning  money  laundering and
similar activities.

            4.33.   Disclosure.   All  statements  contained  in  any  schedule,
certificate, opinion, instrument, or other document delivered by or on behalf of
the  Sellers  or  the  Company   pursuant  hereto  or  in  connection  with  the
transactions  contemplated hereby shall be deemed representations and warranties
by the Sellers and the Company herein. No statement,  representation or warranty
by the Sellers or the Company in this Agreement or in any schedule, certificate,
opinion,  instrument,  or other  document  furnished  or to be  furnished to the
Purchaser  pursuant hereto or in connection with the  transactions  contemplated
hereby contains or will contain any untrue statement of a material fact or omits
or will omit to state a material fact required to be stated therein or necessary
to make the statements contained therein not misleading or necessary in order to
provide a  prospective  purchaser  of the  business of the Company with full and
fair disclosure concerning the Company, the Business, and the Company's affairs.

            4.34 Investment Intent. The Purchase Price Shares are being acquired
hereunder by the Sellers for investment purposes only, for its own account,  not
as a  nominee  or agent  and not with a view to the  distribution  thereof.  The
Sellers have no present  intention to sell or otherwise  dispose of the Purchase
Price Shares and it will not do so except in compliance  with the  provisions of
the  Securities  Act of 1933,  as  amended,  and  applicable  law.  The  Sellers
understand  that the Purchase  Price Shares  acquired  hereunder must be held by
them  indefinitely  unless a subsequent  disposition  or transfer of any of said
shares is registered under the Securities Act of 1933, as amended,  or is exempt
from registration  therefrom.  The Sellers further understand that the exemption
from  registration  afforded by Rule 144 (the  provisions  of which are known to
such Sellers) promulgated under the Securities Act of 1933, as amended,  depends
on the  satisfaction of various  conditions,  and that, if and when  applicable,
Rule 144 may afford the basis for sales only in limited amounts.


                                       20
<PAGE>

            4.35  Exemption.  The  Sellers are either an  "accredited  investor"
within  the  meaning  of Rule  501(a)  of  Regulation  D  promulgated  under the
Securities Act of 1933, as amended, or acknowledge that the sale of the Purchase
Price Shares shall be made under  Section 4(2) the  Securities  Act of 1933,  as
amended. The Sellers understand that the Purchase Price Shares are being offered
in reliance upon  specific  exemptions  from the  registration  requirements  of
United  States  federal  and state  securities  laws and that the  Purchaser  is
relying upon the truth and accuracy of, and the Sellers'  compliance  with,  the
representations,  warranties, agreements,  acknowledgments and understandings of
the Sellers set forth  herein in order to  determine  the  availability  of such
exemptions  and the  eligibility  of the Sellers to acquire the  Purchase  Price
Shares.

                                   ARTICLE V
                   REPRESENTATIONS AND WARRANTIES OF PURCHASER

            5.1 Organization and Good Standing.

            The Purchaser is a corporation duly organized,  validly existing and
in good standing under the laws of the State of Florida.

            5.2 Authority.

            (a)  The   execution   and  delivery  of  this   Agreement  and  the
consummation of the transactions contemplated herein have been, or will prior to
Closing  be,  duly  and  validly  approved  and  acknowledged  by all  necessary
corporate action on the part of the Purchaser.

            (b) The execution of this  Agreement and the delivery  hereof to the
Sellers and the  purchase  contemplated  herein  have been,  or will be prior to
Closing, duly authorized by the Purchaser's Board of Directors having full power
and authority to authorize such actions.

            5.3 Conflicts; Consents of Third Parties.

            (a) The execution and delivery of this Agreement, the acquisition of
the  Shares  by  Purchaser  and  the  consummation  of the  transactions  herein
contemplated,  and  the  compliance  with  the  provisions  and  terms  of  this
Agreement,  are not prohibited by the Articles of Incorporation or Bylaws of the
Purchaser  and will not violate,  conflict  with or result in a breach of any of
the terms or  provisions  of, or  constitute a default  under,  any court order,
indenture,  mortgage,  loan agreement, or other agreement or instrument to which
the Purchaser is a party or by which it is bound.

            (b) No consent, waiver, approval, order, permit or authorization of,
or declaration or filing with, or  notification  to, any person or  governmental
body is required on the part of the Purchaser in  connection  with the execution
and delivery of this  Agreement or the Purchaser  Documents or the compliance by
Purchaser with any of the provisions hereof or thereof.


                                       21
<PAGE>

            5.4 Litigation.

            There are no Legal Proceedings  pending or, to the best knowledge of
the Purchaser, threatened that are reasonably likely to prohibit or restrain the
ability  of the  Purchaser  to enter  into  this  Agreement  or  consummate  the
transactions contemplated hereby.

            5.5 Investment Intention.

            The  Purchaser  is  acquiring  the Shares for its own  account,  for
investment  purposes only and not with a view to the  distribution (as such term
is used in  Section  2(11)  of the  Securities  Act of  1933,  as  amended  (the
"Securities Act") thereof.  Purchaser  understands that the Shares have not been
registered  under the  Securities  Act and  cannot be sold  unless  subsequently
registered  under the Securities Act or an exemption from such  registration  is
available.

            5.6 Broker.

            The  Purchaser  has not retained any broker in  connection  with any
transaction  contemplated by this  Agreement.  Sellers shall not be obligated to
pay any fee or  commission  associated  with the  retention or engagement by the
Purchaser of any broker in connection with any transaction  contemplated by this
Agreement.

                                   ARTICLE VI
                                    COVENANTS

            6.1 Access to Information.

            The Sellers and the Company  agree that,  prior to the Closing Date,
the  Purchaser   shall  be  entitled,   through  its  officers,   employees  and
representatives   (including,   without  limitation,   its  legal  advisors  and
accountants),  to make such  investigation  of the  properties,  businesses  and
operations  of the  Company and its  Subsidiaries  and such  examination  of the
books, records and financial condition of the Company and its Subsidiaries as it
reasonably  requests and to make  extracts and copies of such books and records.
Any such  investigation  and  examination  shall  be  conducted  during  regular
business  hours  and  under  reasonable  circumstances,  and the  Sellers  shall
cooperate, and shall cause the Company and its Subsidiaries to cooperate,  fully
therein.  No  investigation  by the Purchaser prior to or after the date of this
Agreement  shall  diminish  or obviate any of the  representations,  warranties,
covenants or agreements of the Sellers contained in this Agreement or the Seller
Documents.  In order that the Purchaser may have full  opportunity  to make such
physical, business, accounting and legal review, examination or investigation as
it may  reasonably  request of the affairs of the Company and its  Subsidiaries,
the  Sellers  shall  cause  the  officers,   employees,   consultants,   agents,
accountants,  attorneys  and  other  representatives  of  the  Company  and  its
Subsidiaries  to cooperate  fully with such  representatives  in connection with
such review and examination.


                                       22
<PAGE>

            6.2 Conduct of the Business Pending the Closing.

            (a) Except as otherwise expressly  contemplated by this Agreement or
with the prior  written  consent of the  Purchaser,  the Sellers shall use their
best efforts, and shall cause the Company to:

                  (i) Conduct the businesses of the Company only in the ordinary
course consistent with past practice;

                  (ii) Use its best efforts to (A) preserve its present business
operations,  organization  (including,  without  limitation,  management and the
sales  force)  and  goodwill  of  the  Company  and  (B)  preserve  its  present
relationship with Persons having business dealings with the Company;

                  (iii)  Maintain  (A) all of the assets and  properties  of the
Company in their  current  condition,  ordinary  wear and tear  excepted and (B)
insurance  upon all of the  properties and assets of the Company in such amounts
and of such kinds com-parable to that in effect on the date of this Agreement;

                  (iv) (A)  maintain  the  books,  accounts  and  records of the
Company in the ordinary course of business  consistent with past practices,  (B)
continue to collect  accounts  receivable  and pay  accounts  payable  utilizing
normal  procedures  and  without  discounting  or  accelerating  payment of such
accounts,  and (C) comply with all contractual and other obligations  applicable
to the operation of the Company; and

                  (v) Comply in all material respects with applicable Laws.

            (b) Except as otherwise expressly  contemplated by this Agreement or
with the prior  written  consent of the  Purchaser,  the Sellers  shall not, and
shall cause the Company not to:

                  (i)  Declare,  set aside,  make or pay any  dividend  or other
distribution  in  respect of the  capital  stock of the  Company or  repurchase,
redeem or otherwise acquire any outstanding shares of the capital stock or other
securities of, or other ownership interests in, the Company;

                  (ii) Transfer, issue, sell or dispose of any shares of capital
stock or other  securities of the Company or grant options,  warrants,  calls or
other rights to purchase or  otherwise  acquire  shares of the capital  stock or
other securities of the Company;

                  (iii)  Effect any  recapitalization,  reclassification,  stock
split or like change in the capitalization of the Company;

                  (iv) Amend the certificate of  incorporation or by-laws of the
Company;

                  (v) (A) materially  increase the annual level of  compensation
of any  employee of the Company,  (B) increase the annual level of  compensation
payable or to become  payable by the Company to any of its  executive  officers,
(C) grant  any  unusual  or  extraordinary  bonus,  benefit  or other  direct or
indirect compensation to any employee,  director or consultant, (D) increase the
coverage  or benefits  available  under any (or create any new)  severance  pay,
termination  pay,  vacation  pay,  company  awards,   salary   continuation  for
disability,  sick  leave,  deferred  compensation,   bonus  or  other  incentive
compensation,  insurance,  pension or other employee benefit plan or arrangement
made to,  for,  or with any of the  directors,  officers,  employees,  agents or
representatives  of the Company or otherwise  modify or amend or  terminate  any
such  plan  or   arrangement  or  (E)  enter  into  any   employment,   deferred
compensation,  severance,  consulting,  non-competition or similar agreement (or
amend  any such  agreement)  to which  the  Company  is a party or  involving  a
director,  officer  or  employee  of the  Company  in his or her  capacity  as a
director, officer or employee of the Company;


                                       23
<PAGE>

                  (vi)  Except  for  trade  payables  and for  indebtedness  for
borrowed money incurred in the ordinary  course of business and consistent  with
past  practice,  borrow monies for any reason or draw down on any line of credit
or debt  obligation,  or become the  guarantor,  surety,  endorser or  otherwise
liable for any debt,  obligation or liability  (contingent  or otherwise) of any
other Person, or change the terms of payables or receivables;

                  (vii)  Subject  to any Lien  (except  for  leases  that do not
materially  impair the use of the property  subject thereto in their  respective
businesses as presently  conducted),  any of the  properties or assets  (whether
tangible or intangible) of the Company;

                  (viii)  Acquire  any  material  properties  or assets or sell,
assign,  transfer,  convey,  lease or  otherwise  dispose of any of the material
properties or assets (except for fair  consideration  in the ordinary  course of
business  consistent with past practice) of the Company except,  with respect to
the items listed on Schedule  6.2(b)(viii) hereto, as previously consented to by
the Purchaser;

                  (ix)  Cancel  or  compromise  any  debt or  claim  or waive or
release any  material  right of the  Company  except in the  ordinary  course of
business consistent with past practice;

                  (x) Enter into any commitment for capital  expenditures or the
purchase of assets out of the ordinary course in excess of $5,000;

                  (xi)  Permit the Company to enter into any  transaction  or to
make or enter into any Contract  which by reason of its size or otherwise is not
in the ordinary course of business consistent with past practice;

                  (xii)  Permit the Company to enter into or agree to enter into
any merger or  consolidation  with,  any  corporation  or other entity,  and not
engage in any new  business  or  invest  in,  make a loan,  advance  or  capital
contribution to, or otherwise acquire the securities of any other Person;

                  (xiii)  Except for  transfers of cash  pursuant to normal cash
management practices, permit the Company to make any investments in or loans to,
or pay any fees or expenses to, or enter into or modify any Contract  with,  the
Sellers or any Affiliate of the Sellers; or


                                       24
<PAGE>

                  (xiv) Agree to do anything  prohibited  by this Section 6.2 or
anything  which  would make any of the  representations  and  warranties  of the
Sellers in this  Agreement  or the Seller  Documents  untrue or incorrect in any
material respect as of any time through and including the Effective Time.

            6.3 Consents.

            The Sellers and the Company  shall use their best  efforts,  and the
Purchaser  shall  cooperate  with the Sellers and the Company,  to obtain at the
earliest  practicable date all consents and approvals required to consummate the
transactions contemplated by this Agreement,  including, without limitation, the
consents and  approvals  referred to in Section 4.7 hereof;  provided,  however,
that neither the Sellers,  the Company nor the  Purchaser  shall be obligated to
pay any consideration  therefor to any third party from whom consent or approval
is requested.

            6.4 Other Actions.

            Each of the  Sellers,  the Company and the  Purchaser  shall use its
best efforts to (i) take all actions  necessary or appropriate to consummate the
transactions  contemplated  by this Agreement and (ii) cause the  fulfillment at
the  earliest  practicable  date of all of the  conditions  to their  respective
obligations to consummate the transactions contemplated by this Agreement.

            6.5 No Solicitation.

            The  Sellers  will not,  and will not cause or permit the Company or
any of the Company's directors,  officers, employees,  representatives or agents
(collectively,  the "Representatives") to, directly or indirectly,  (i) discuss,
negotiate, undertake, authorize, recommend, propose or enter into, either as the
proposed surviving,  merged, acquiring or acquired corporation,  any transaction
involving a merger, consolidation, business combination, purchase or disposition
of any amount of the assets or capital  stock or other  equity  interest  in the
Company  other  than  the  transactions   contemplated  by  this  Agreement  (an
"Acquisition  Transaction"),  (ii)  facilitate,  encourage,  solicit or initiate
discussions, negotiations or submissions of proposals or offers in respect of an
Acquisition Transaction,  (iii) furnish or cause to be furnished, to any Person,
any information concerning the business, operations, properties or assets of the
Company  in  connection  with an  Acquisition  Transaction,  or  (iv)  otherwise
cooperate in any way with, or assist or participate in, facilitate or encourage,
any effort or attempt  by any other  Person to do or seek any of the  foregoing.
The Sellers  will inform the  Purchaser  in writing  immediately  following  the
receipt by Sellers, the Company or any Representative of any proposal or inquiry
in respect of any Acquisition Transaction.

            6.6 Preservation of Records.

            The Sellers and the Purchaser agree that each of them shall preserve
and keep the records  held by it  relating to the  business of the Company for a
period of three  years from the  Closing  Date and shall make such  records  and
personnel  available to the other as may be reasonably required by such party in
connection with, among other things,  any insurance claims by, legal proceedings
against or governmental investigations of the Sellers or the Purchaser or any of
their  Affiliates  or in order to enable the Sellers or the  Purchaser to comply
with their respective obligations under this Agreement and each other agreement,
document or instrument contemplated hereby or thereby.


                                       25
<PAGE>

            6.7 Publicity.

            None of the Sellers,  the Company nor the Purchaser  shall issue any
press  release  or  public   announcement   concerning  this  Agreement  or  the
transactions contemplated hereby without obtaining the prior written approval of
the other party  hereto,  which  approval will not be  unreasonably  withheld or
delayed,  unless,  in the sole  judgment  of the  Purchaser,  the Company or the
Sellers, disclosure is otherwise required by applicable Law or by the applicable
rules of any stock exchange on which the Purchaser  lists  securities,  provided
that, to the extent required by applicable law, the party intending to make such
release  shall  use its best  efforts  consistent  with such  applicable  law to
consult with the other party with respect to the text thereof.

            6.8 Use of Name.

            The  Sellers  hereby  agrees  that  upon  the  consummation  of  the
transactions  contemplated  hereby, the Purchaser and the Company shall have the
sole  right  to the  use of the  name  "The  Pension  Alliance,  Inc.",  and any
derivation of the aforementioned  names and the Sellers shall not, and shall not
cause or permit any  Affiliate  to, use such name or any variation or simulation
thereof.

            6.9 Employment, Non-Competition and Non-Solicitation Agreements.

            On or prior to the Closing  Date,  Renee J. Conner  shall enter into
non-competition  and  non-solicitation  agreements  with the  Purchaser  and the
Company,  substantially in the form of agreements attached hereto as Exhibit 6.9
(the "Non-Competition Agreements").

            6.10 Financial Statements.

            The Sellers shall deliver the Financial  Statements to the Purchaser
on or prior to the Closing Date.

            6.11 Intentionally left blank.

            6.12 Tax Matters.

                  (a) Tax  Periods  Ending on or Before the  Closing  Date.  The
Sellers  shall prepare or cause to be prepared and file or cause to be filed all
Tax Returns for the Company for all periods  through and  including  the Closing
Date which are filed after the Closing Date as soon as practicable  and prior to
the date due (including any proper extensions thereof). The Sellers shall permit
the Company and the  Purchaser to review and provide  comments,  if any, on each
such Return  described in the  preceding  sentence  prior to filing.  Unless the
Purchaser or the Company  provides  comments to the Sellers,  the Company  shall
deliver to the Sellers each such Return signed by the appropriate  officer(s) of
the Company for filing within ten (10) days  following the Sellers'  delivery to
the Company and the  Purchaser of any such Return.  The Sellers shall deliver to
the Company  promptly  after  filing each such Return a copy of the filed Return
and  evidence  of its  filing.  The  Sellers  shall pay the  costs and  expenses
incurred in the  preparation and filing of the Tax Returns on or before the date
such costs and expenses are due.


                                       26
<PAGE>

                  If the Company provide  comments to the Sellers and at the end
of such ten (10) day period the  Company  and the  Sellers  have failed to reach
written  agreement with respect to all of such disputed items, the parties shall
submit the unresolved  items to arbitration for final  determination.  Promptly,
but no later than thirty (30) days after its  acceptance of its  appointment  as
arbitrator, the arbitrator shall render an opinion as to the disputed items. The
determination  of the  arbitrator  shall  be  conclusive  and  binding  upon the
parties. The Company and the Sellers (as a group) shall each pay one half of the
fees, costs and expenses of the arbitrator. The prevailing party may be entitled
to an award of pre- and  post-award  interest as well as  reasonable  attorneys'
fees incurred in connection with the  arbitration  and any judicial  proceedings
related thereto as determined by the arbitrator.

                  (b) Tax Periods  Beginning  Ending After the Closing Date. The
Company or the Purchaser shall prepare or cause to be prepared and file or cause
to be filed any Returns of the Company for Tax periods  that begin and end after
the Closing Date.

                  (c)  Refunds  and Tax  Benefits.  Any  Tax  refunds  that  are
received after the Closing Date by the Sellers (other than tax refunds  received
in  connection  with such  Sellers'  individual  tax  Returns)  and any  amounts
credited  against Tax to which the  Sellers  become  entitled,  shall be for the
account of the Sellers.

                  (d) Cooperation on Tax Matters.

                        (i) The  Purchaser,  the Company  and the Sellers  shall
cooperate fully, as and to the extent  reasonably  requested by the other party,
in  connection  with the filing of any Returns  pursuant to this Section and any
audit,  litigation or other  proceeding with respect to Taxes.  Purchaser agrees
that Sellers shall, at Sellers' expense, control any audit of the tax returns of
the  Company  for any year up to and  including  2006.  Such  cooperation  shall
include the  retention  and (upon the other  party's  request) the  provision of
records  and  information  which  are  reasonably  relevant  to any such  audit,
litigation  or other  proceeding  and making  employees  available on a mutually
convenient  basis to  provide  additional  information  and  explanation  of any
material provided hereunder. The Company and the Sellers agree (A) to retain all
books and records with respect to Tax matters  pertinent to the Company relating
to any taxable period  beginning before the Closing Date until the expiration of
the statute of limitations  (and, to the extent notified by the Purchaser or the
Sellers,  any extensions thereof) of the respective tax periods, and to abide by
all record retention agreements entered into with any taxing authority,  and (B)
to give the  other  party  reasonable  written  notice  prior  to  transferring,
destroying or  discarding  any such books and records and, if the other party so
requests,  the Company or the Sellers, as the case may be, shall allow the other
party to take possession of such books and records.

                        (ii) The Purchaser and the Sellers  further agree,  upon
request,  to use their  commercially  reasonable  best  efforts  to  obtain  any
certificate  or other  document  from any  governmental  authority  or any other
Person as may be necessary to mitigate,  reduce or eliminate  any Tax that could
be imposed  (including,  but not limited to,  with  respect to the  transactions
contemplated hereby).


                                       27
<PAGE>

                        (iii) The Purchaser and the Sellers further agree,  upon
request,  to provide the other party with all information  that either party may
be  required  to  report  pursuant  to  ss.6043  of the  Code  and all  Treasury
Department Regulations promulgated thereunder.

            6.13 Bonus Pool.

            For the first twelve month  period  following  the Closing Date (the
"Initial Bonus Period"),  each of the employees of the Company shall be eligible
to  participate  in a bonus pool equal to 10% of the Company's  earnings  before
interest,   taxes,  depreciation  and  amortiziation  ("EBITDA")  in  excess  of
$1,050,000  (one million fifty  thousand US dollars),  which such bonus shall be
paid within the joint discretion of Leonard Neuhaus, the Chief Operating Officer
of the  Purchaser,  and Renee J. Conner within 30 days of the  determination  of
such bonus. For each subsequent  twelve month period following the Initial Bonus
Period, each of the employees of the Company shall be eligible to participate in
a bonus pool equal to 10% of the  Company's  EBITDA in excess of the  greater of
$1,050,000 (one million fifty thousand US dollars) or the Company's  EBITDA used
for the prior  twelve  month  period,  which such bonus shall be paid within the
joint  discretion of the  Purchaser and Renee J. O'Conner  within 30 days of the
determination of such bonus.

            6.14 Piggyback Registration Rights

            If at any  time  the  Purchaser  shall  determine  to file  with the
Securities  and Exchange  Commission  a  registration  statement  relating to an
offering for its own account or the account of others under the  Securities  Act
of  1933,  as  amended,  of any of its  equity  securities  (other  than (i) the
amendment  of a  registration  statement  previously  filed or the  filing  of a
registration  statement that was previously  filed and withdrawn or (ii) on Form
S-4,  Form S-8 or their then  equivalents  relating to equity  securities  to be
issued solely in connection  with any  acquisition  of any entity or business or
equity  securities  issuable in connection with stock option or other bona fide,
employee benefit plans),  the Purchaser shall use its best efforts to include in
such  Registration  Statement  all or any part of the  shares  of  common  stock
underlying the Nanstatutory Stock Option and Convertible  Promissory Note issued
to the Sellers provided, however, it shall be within Purchaser's sole discretion
to reduce or eliminate such shares of common stock included on any  registration
statement.

                                  ARTICLE VII
                              CONDITIONS TO CLOSING

            7.1 Conditions Precedent to Obligations of Purchaser.

            The  obligation  of the  Purchaser to  consummate  the  transactions
contemplated by this Agreement is subject to the fulfillment, on or prior to the
Closing Date, of each of the  following  conditions  (any or all of which may be
waived  by the  Purchaser  in  whole  or in  part  to the  extent  permitted  by
applicable law):


                                       28
<PAGE>

            (a)  all  representations  and  warranties  of the  Sellers  and the
Company contained herein shall be true and correct as of the date hereof;

            (b)  all  representations  and  warranties  of the  Sellers  and the
Company  contained herein qualified as to materiality shall be true and correct,
and the  representations and warranties of the Sellers and the Company contained
herein not qualified as to materiality shall be true and correct in all material
respects,  at and as of the Closing  Date with the same  effect as though  those
representations and warranties had been made again at and as of that time;

            (c) the Sellers and the Company shall have performed and complied in
all  material  respects  with all  obligations  and  covenants  required by this
Agreement to be  performed  or complied  with by them on or prior to the Closing
Date;

            (d) the Purchaser shall have been furnished with certificates (dated
the  Closing  Date  and in form and  substance  reasonably  satisfactory  to the
Purchaser)  executed by each Sellers  certifying  as to the  fulfillment  of the
conditions specified in Sections 7.1(a), 7.1(b) and 7.1(c) hereof;

            (e) Certificates representing 100% of the Shares shall have been, or
shall at the Closing be,  validly  delivered and  transferred  to the Purchaser,
free and clear of any and all Liens;

            (f) there  shall  not have been or  occurred  any  Material  Adverse
Change;

            (g) the Sellers and the Company shall have obtained all consents and
waivers referred to in Section 4.7 hereof, in a form reasonably  satisfactory to
the Purchaser,  with respect to the transactions  contemplated by this Agreement
and the Seller Documents;

            (h) no Legal Proceedings shall have been instituted or threatened or
claim or demand made against the Sellers,  the Company, or the Purchaser seeking
to restrain or prohibit or to obtain  substantial  damages  with  respect to the
consummation of the transactions  contemplated hereby, and there shall not be in
effect any order by a governmental body of competent  jurisdiction  restraining,
enjoining  or  otherwise   prohibiting  the  consummation  of  the  transactions
contemplated hereby;

            (i) the Purchaser  shall have received the written  resignations  of
each director and officer of the Company;

            (j) the Employment  Agreements and Non-Competition  Agreements shall
have been executed; and

            (k) the Purchaser  shall have received  information  satisfactory in
its  sole  discretion  to  verify  the  accuracy  of all  financial  information
delivered by the Sellers to the Purchaser.

            7.2  Conditions  Precedent  to  Obligations  of the  Sellers and the
Company.


                                       29
<PAGE>

            The  obligations  of the Sellers and the Company to  consummate  the
transactions  contemplated  by this  Agreement  are subject to the  fulfillment,
prior to or on the Closing Date, of each of the following conditions (any or all
of which may be waived by the Sellers and the Company in whole or in part to the
extent permitted by applicable law):

            (a) all  representations  and warranties of the Purchaser  contained
herein shall be true and correct as of the date hereof;

            (b) all  representations  and warranties of the Purchaser  contained
herein  qualified  as  to  materiality  shall  be  true  and  correct,  and  all
representations  and warranties of the Purchaser  contained herein not qualified
as to materiality shall be true and correct in all material respects,  at and as
of the Closing  Date with the same effect as though  those  representations  and
warranties had been made again at and as of that date;

            (c) the Purchaser  shall have performed and complied in all material
respects with all  obligations  and covenants  required by this  Agreement to be
performed or complied with by Purchaser on or prior to the Closing Date;

            (d) the Sellers shall have been furnished with  certificates  (dated
the  Closing  Date  and in form and  substance  reasonably  satisfactory  to the
Sellers)  executed by the Chief Executive Officer and Chief Financial Officer of
the Purchaser  certifying as to the  fulfillment of the conditions  specified in
Sections 7.2(a), 7.2(b) and 7.2(c); and

            (e) no Legal Proceedings shall have been instituted or threatened or
claim or demand made against the Sellers,  the Company, or the Purchaser seeking
to restrain or prohibit or to obtain  substantial  damages  with  respect to the
consummation of the transactions  contemplated hereby, and there shall not be in
effect any Order by a Governmental Body of competent  jurisdiction  restraining,
enjoining  or  otherwise   prohibiting  the  consummation  of  the  transactions
contemplated hereby.

                                  ARTICLE VIII
                            DOCUMENTS TO BE DELIVERED

            8.1 Documents to be Delivered by the Sellers.

            At the Closing, the Sellers shall deliver, or cause to be delivered,
to the Purchaser the following:

            (a) stock  certificates  representing  the Shares,  duly endorsed in
blank or  accompanied  by stock  transfer  powers and with all  requisite  stock
transfer tax stamps attached;

            (b) the  certificates  referred  to in  Section  7.1(d)  and  7.1(e)
hereof;

            (c) copies of all consents and waivers referred to in Section 7.1(g)
hereof;


                                       30
<PAGE>

            (d) the  Employment  Agreement and  Non-Competition  Agreement  duly
executed by all parties other than the Purchaser;

            (e) written  resignations  of each of the officers and  directors of
the Company;

            (f)  certificate of good standing with respect to the Company issued
by the Secretary of State of the State of  incorporation,  and for each state in
which the Company is qualified to do business as a foreign corporation; and

            (g) such other documents as the Purchaser shall reasonably request.

            8.2 Documents to be Delivered by the Purchaser.

            At the  Closing,  the  Purchaser  shall  deliver to the  Sellers the
following:

            (a) The Purchase Price;

            (b) The Initial Notes and the Additional Notes;

            (c) the certificates referred to in Section 7.2(d) hereof;

            (d) the  Non-Competition  Agreements duly executed by the Company or
the Purchaser;

            (e) the Purchase Price Shares; and

            (f) such other documents as the Sellers shall reasonably request.

                                   ARTICLE IX
                                 INDEMNIFICATION

            9.1 Indemnification.

            (a)  Subject to Section  9.2 hereof,  the  Sellers  hereby  agree to
jointly and severally indemnify and hold the Purchaser,  the Company,  and their
respective directors,  officers, employees,  Affiliates,  agents, successors and
assigns  (collectively,  the "Purchaser  Indemnified Parties") harmless from and
against:

                  (i) any and all  liabilities  of the  Company  of every  kind,
nature and description,  absolute or contingent, existing as against the Company
prior to and  including  the  Closing  Date or  thereafter  coming into being or
arising by reason of any state of facts  existing,  or any  transaction  entered
into, on or prior to the Closing  Date,  except to the extent that the same have
been fully  provided for in the Balance  Sheet or disclosed in the notes thereto
or were  incurred in the ordinary  course of business  between the Balance Sheet
date and the Closing Date;

                  (ii) subject to Section 10.3, any and all losses, liabilities,
obligations,  damages,  costs  and  expenses  based  upon,  attributable  to  or
resulting from the failure of any  representation or warranty of the Sellers set
forth in Section 4 hereof, or any  representation  or warranty  contained in any
certificate delivered by or on behalf of the Sellers pursuant to this Agreement,
to be true and correct in all respects as of the date made;


                                       31
<PAGE>

                  (iii) any and all losses, liabilities,  obligations,  damages,
costs and expenses based upon,  attributable  to or resulting from the breach of
any covenant or other agreement on the part of the Sellers under this Agreement;

                  (iv) any and all notices, actions, suits, proceedings, claims,
demands,  assessments,  judgments,  costs,  penalties  and  expenses,  including
attorneys'  and  other  professionals'  fees  and  disbursements  (collectively,
"Expenses") incident to any and all losses, liabilities,  obligations,  damages,
costs and expenses with respect to which  indemnification  is provided hereunder
(collectively, "Losses").

            (b) Subject to Section 9.2, Purchaser hereby agrees to indemnify and
hold the Sellers and their respective Affiliates, agents, successors and assigns
(collectively, the "Sellers Indemnified Parties") harmless from and against:

                  (i)  any  and  all  Losses  based  upon,  attributable  to  or
resulting  from the failure of any  representation  or warranty of the Purchaser
set forth in Section 5 hereof, or any  representation  or warranty  contained in
any  certificate  delivered  by or on behalf of the  Purchaser  pursuant to this
Agreement, to be true and correct as of the date made;

                  (ii)  any  and  all  Losses  based  upon,  attributable  to or
resulting from the breach of any covenant or other  agreement on the part of the
Purchaser under this Agreement or arising from the ownership or operation of the
Company from and after the Closing Date; and

                  (iii) any and all Expenses incident to the foregoing.

            9.2 Limitations on  Indemnification  for Breaches of Representations
and Warranties.

            An  indemnifying  party shall not have any  liability  under Section
9.1(a)(ii) or Section 9.1(b)(i) hereof unless the aggregate amount of Losses and
Expenses to the indemnified parties finally determined to arise thereunder based
upon,  attributable  to or resulting from the failure of any  representation  or
warranty to be true and correct,  other than the  representations and warranties
set forth in Sections  4.3,  4.11,  4.24 and 4.29 hereof,  exceeds  $25,000 (the
"Basket") and, in such event,  the  indemnifying  party shall be required to pay
the  entire  amount of such  Losses  and  Expenses  in excess  of  $25,000  (the
"Deductible").

            9.3 Indemnification Procedures.

            (a) In the event that any Legal  Proceedings  shall be instituted or
that any claim or demand ("Claim") shall be asserted by any Person in respect of
which payment may be sought under Section 9.1 hereof  (regardless  of the Basket
or the Deductible referred to above), the indemnified party shall reasonably and
promptly  cause  written  notice of the  assertion  of any Claim of which it has
knowledge which is covered by this indemnity to be forwarded to the indemnifying


                                       32
<PAGE>

party.  The  indemnifying  party  shall have the right,  at its sole  option and
expense,  to be represented  by counsel of its choice,  which must be reasonably
satisfactory to the indemnified party, and to defend against,  negotiate, settle
or otherwise deal with any Claim which relates to any Losses indemnified against
hereunder. If the indemnifying party elects to defend against, negotiate, settle
or otherwise deal with any Claim which relates to any Losses indemnified against
hereunder,  it shall within five (5) days (or sooner, if the nature of the Claim
so  requires)  notify  the  indemnified  party of its  intent  to do so.  If the
indemnifying party elects not to defend against,  negotiate, settle or otherwise
deal with any Claim which relates to any Losses  indemnified  against hereunder,
fails to notify the  indemnified  party of its  election  as herein  provided or
contests its obligation to indemnify the indemnified party for such Losses under
this Agreement, the indemnified party may defend against,  negotiate,  settle or
otherwise deal with such Claim. If the indemnified party defends any Claim, then
the indemnifying party shall reimburse the indemnified party for the Expenses of
defending  such Claim upon  submission of periodic  bills.  If the  indemnifying
party  shall  assume  the  defense  of any  Claim,  the  indemnified  party  may
participate,  at his or its own expense, in the defense of such Claim; provided,
however,  that such  indemnified  party shall be entitled to  participate in any
such defense with separate counsel at the expense of the indemnifying  party if,
(i) so  requested  by the  indemnifying  party  to  participate  or  (ii) in the
reasonable  opinion of counsel to the indemnified party, a conflict or potential
conflict exists between the indemnified  party and the  indemnifying  party that
would make such separate representation  advisable; and provided,  further, that
the  indemnifying  party  shall  not be  required  to pay for more than one such
counsel for all indemnified  parties in connection  with any Claim.  The parties
hereto agree to cooperate  fully with each other in connection with the defense,
negotiation or settlement of any such Claim.

            (b) After any final  judgment or award shall have been rendered by a
court,  arbitration board or administrative agency of competent jurisdiction and
the expiration of the time in which to appeal  therefrom,  or a settlement shall
have been consummated, or the indemnified party and the indemnifying party shall
have arrived at a mutually binding  agreement with respect to a Claim hereunder,
the indemnified party shall forward to the indemnifying party notice of any sums
due and owing by the indemnifying  party pursuant to this Agreement with respect
to such  matter and the  indemnifying  party shall be required to pay all of the
sums so due and owing to the  indemnified  party by wire transfer of immediately
available funds within 10 business days after the date of such notice.

            (c) The failure of the indemnified  party to give reasonably  prompt
notice  of  any  Claim  shall  not  release,   waive  or  otherwise  affect  the
indemnifying  party's obligations with respect thereto except to the extent that
the indemnifying  party can demonstrate actual loss and prejudice as a result of
such failure.

            9.4 Tax Treatment of Indemnity Payments.

            The Sellers and the Purchaser  agree to treat any indemnity  payment
made  pursuant to this  Article 9 as an  adjustment  to the  Purchase  Price for
federal, state, local and foreign income tax purposes.


                                       33
<PAGE>

                                   ARTICLE X
                                  MISCELLANEOUS

            10.1 Payment of Sales, Use or Similar Taxes.

            All sales, use, transfer, intangible, recordation, documentary stamp
or  similar  Taxes or  charges,  of any  nature  whatsoever,  applicable  to, or
resulting from, the  transactions  contemplated by this Agreement shall be borne
by the Sellers.

            10.2 Survival of Representations and Warranties.

            The  parties  hereto  hereby  agree  that  the  representations  and
warranties  contained  in this  Agreement  or in any  certificate,  document  or
instrument  delivered in  connection  herewith,  shall survive the execution and
delivery  of  this  Agreement,  and the  Closing  hereunder,  regardless  of any
investigation made by the parties hereto; provided,  however, that any claims or
actions  with  respect  thereto  (other  than claims for  indemnifications  with
respect to the  representation  and warranties  contained in Sections 4.3, 4.11,
4.24 and 4.35 which shall survive for periods  coterminous  with any  applicable
statutes of limitation)  shall terminate  unless within  twenty-four (24) months
after the Closing Date written  notice of such claims is given to the Sellers or
such actions are commenced.

            10.3 Expenses.

            Except as otherwise provided in this Agreement,  the Sellers and the
Purchaser  shall each bear its own  expenses  incurred  in  connection  with the
negotiation and execution of this Agreement and each other  agreement,  document
and  instrument  contemplated  by this  Agreement  and the  consummation  of the
transactions  contemplated  hereby and thereby,  it being  understood that in no
event shall the Company bear any of such costs and expenses.

            10.4 Specific Performance.

            The Sellers and the Company acknowledge and agree that the breach of
this  Agreement  would cause  irreparable  damage to the  Purchaser and that the
Purchaser will not have an adequate remedy at law. Therefore, the obligations of
the Sellers and the Company under this Agreement, including, without limitation,
the  Sellers'  obligation  to  sell  the  Shares  to  the  Purchaser,  shall  be
enforceable by a decree of specific performance issued by any court of competent
jurisdiction,  and appropriate  injunctive relief may be applied for and granted
in connection  therewith.  Such remedies shall,  however,  be cumulative and not
exclusive  and shall be in  addition to any other  remedies  which any party may
have under this Agreement or otherwise.


                                       34
<PAGE>

            10.5 Further Assurances.

            The  Sellers  and the  Purchaser  each agrees to execute and deliver
such other  documents  or  agreements  and to take such  other  action as may be
reasonably  necessary or desirable for the  implementation of this Agreement and
the consummation of the transactions contemplated hereby.

            10.6 Submission to Jurisdiction; Consent to Service of Process.

The parties hereto hereby  irrevocably  submit to the exclusive  jurisdiction of
any federal or state court located within the state of New York over any dispute
arising  out of or  relating  to  this  Agreement  or  any  of the  transactions
contemplated  hereby and each party hereby irrevocably agrees that all claims in
respect of such dispute or any suit,  action  proceeding  related thereto may be
heard and determined in such courts.  The parties hereby  irrevocably  waive, to
the fullest extent permitted by applicable law, any objection which they may now
or  hereafter  have to the laying of venue of any such  dispute  brought in such
court or any defense of inconvenient  forum for the maintenance of such dispute.
Each of the parties  hereto  agrees  that a judgment in any such  dispute may be
enforced in other  jurisdictions  by suit on the judgment or in any other manner
provided by law.

            10.7 Entire Agreement; Amendments and Waivers.

            This  Agreement   (including  the  schedules  and  exhibits  hereto)
represents  the entire  understanding  and agreement  between the parties hereto
with respect to the subject  matter hereof and can be amended,  supplemented  or
changed,  and any  provision  hereof can be waived,  only by written  instrument
making  specific  reference to this  Agreement  signed by the party against whom
enforcement of any such amendment, supplement, modification or waiver is sought.
No action taken pursuant to this Agreement,  including without  limitation,  any
investigation  by or on behalf of any  party,  shall be deemed to  constitute  a
waiver by the party taking such action of  compliance  with any  representation,
warranty, covenant or agreement contained herein. The waiver by any party hereto
of a breach of any provision of this Agreement shall not operate or be construed
as a further or continuing  waiver of such breach or as a waiver of any other or
subsequent breach. No failure on the part of any party to exercise, and no delay
in exercising,  any right,  power or remedy  hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of such right, power or remedy
by such party preclude any other or further  exercise thereof or the exercise of
any other right,  power or remedy. All remedies hereunder are cumulative and are
not exclusive of any other remedies provided by law.

            10.8  Governing  Law.  This  Agreement  shall  be  governed  by  and
construed in accordance with the laws of the state of New York.


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<PAGE>

            10.9 Table of Contents and Headings.

            The table of contents and section headings of this Agreement are for
reference  purposes  only and are to be given no effect in the  construction  or
interpretation of this Agreement.

            10.10 Notices.

            All notices and other  communications  under this Agreement shall be
in writing  and shall be deemed  given when  delivered  personally  or mailed by
certified  mail,  return  receipt  requested,  to the parties (and shall also be
transmitted  by  facsimile  to the  Persons  receiving  copies  thereof)  at the
following  addresses (or to such other address as a party may have  specified by
notice given to the other party pursuant to this provision):

      (a)   Purchaser:

            National Investment Managers Inc.
            420 Lexington Avenue
            New York, New York 10170
            Attn:  Leonard Neuhaus, COO
            Phone:  (212) 389-7832
            Facsimile: (212) 389-7831

            Copy to:

            Gregory Sichenzia, Esq.
            Sichenzia Ross Friedman Ference LLP
            1065 Avenue of the Americas
            New York, New York 10018
            Phone:  (212) 930-9700
            Facsimile: (212) 930-9725

      (b)   Sellers:

            Renee J. Conner
            4744 Mountain View Road
            Harrisburg, PA 17110
            Facsimile:  717-232-0363

            Copy to:

            Elyse E. Rogers
            Keefer Wood Allen & Rahal, LLP
            Suite 400
            635 North 12th Street
            Lemoyne, PA 17043
            Facsimile: 717-612-5805


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<PAGE>

            10.11 Severability.

            If any provision of this Agreement is invalid or unenforceable,  the
balance of this Agreement shall remain in effect.

            10.12 Binding Effect; Assignment.

            This Agreement shall be binding upon and inure to the benefit of the
parties and their respective  successors and permitted assigns.  Nothing in this
Agreement shall create or be deemed to create any third party beneficiary rights
in any person or entity not a party to this Agreement  except as provided below.
No assignment of this Agreement or of any rights or obligations hereunder may be
made by either the Sellers or the  Purchaser  (by operation of law or otherwise)
without the prior written  consent of the other parties hereto and any attempted
assignment without the required consents shall be void; provided,  however, that
the  Purchaser  may  assign  this  Agreement  and  any or all  rights  hereunder
(including,  without  limitation,  the Purchaser's rights to purchase the Shares
and the Purchaser's rights to seek  indemnification  hereunder) to any Affiliate
of the  Purchaser.  Upon any such permitted  assignment,  the references in this
Agreement  to the  Purchaser  shall also apply to any such  assignee  unless the
context otherwise requires and  notwithstanding  any such assignment,  Purchaser
shall remain fully liable for all obligations hereunder.

                              [intentionally blank]


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<PAGE>

      IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
date first above written.


                                            NATIONAL INVESTMENT MANAGERS INC.


                                            By:  Leonard Neuhaus
                                                 Name:  Leonard Neuhaus
                                                 Title: COO


                                            THE PENSION ALLIANCE, INC.


                                            By: /s/ Renee J. Conner
                                                Name:  Renee J. Conner
                                                Title: President


                                            /s/ Renee J. Conner
                                            Renee J. Conner


                                            /s/ William E. Renninger
                                            William E. Renninger


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