STOCK PURCHASE AGREEMENT

                              Dated: April 30, 2003

          National Management Consulting Inc., the Sole Shareholder of

            Humana Trans Services Group, Ltd., a New York corporation

                                       To

           Humana Trans Services Holding Corp., a Delaware corporation





<PAGE>



                            STOCK PURCHASE AGREEMENT

         Stock Purchase Agreement,  dated as of April 30, 2003, between NATIONAL
MANAGEMENT  CONSULTING  INC.,  a Delaware  corporation  located  at 545  Madison
Avenue,  6th Floor,  New York,  New York 10022 ("NMC") and HUMANA TRANS SERVICES
HOLDING CORP.,  its  subsidiaries,  affiliates  and  successors  and assigns,  a
Delaware corporation located at 337 Glengarry Lane, State College,  Pennsylvania
16801(the "Purchaser").

                                                          RECITALS

         WHEREAS,  Humana Trans Services Group,  Ltd., a New York corporation
(the "Company") is presently engaged in the business of providing transportation
related  services  to a range of  companies  and the  Company is a  wholly-owned
subsidiary of NMC; and

         WHEREAS,  NMC is the  sole  shareholder  of the  Company  reflected  by
Company  stock  certificate  No. 100 in the amount of  4,538,445  shares and the
Purchaser  wishes to purchase  all the shares of the Company  reflected  by such
certificate from NMC; and

         WHEREAS, NMC desires to sell its shares of the Company to the Purchaser
for a purchase  price of $255,000 of which  $25,000  will be paid at the closing
and the balance of $230,000  shall be paid pursuant to the terms of that certain
secured  promissory note  ("Purchaser's  Note") and additional  consideration as
more fully set forth herein  (shares of common stock of the Company owned by NMC
are hereinafter referred to as the "Shares"); and

         WHEREAS,  James W. Zimbler ("JWZ") is presently employed by the Company
pursant to that certain employment agreement dated as of March 1, 2003 (the "JWZ
Employment  Agreement"),  is  the  principal  officer  and  shareholder  of  the
Purchaser,  and JWZ also presently owns 2,250,000 shares of common stock of NMC;
and

         WHEREAS,  JWZ  and  the  Company  have  agreed  to  terminate  the  JWZ
Employment Agreement and as part of such termination,  JWZ will return 1,750,000
shares of common  stock of NMC owned by JWZ to NMC,  waive any right to proceeds
of shares of NMC common stock held by Michael  Krome,  P.C.  (which  shares were
previously owned by JWZ or Sentry Capital Management,  Inc.) and procure release
of NMC from any  obligation to deliver any shares of the Company's  common stock
to Company employees (the "Settlement Agreement"); and

         WHEREAS, in conjunction with the Purchaser's acquisition of the Shares,
JWZ will enter into a consulting agreement with NMC to provide  introductions on
a  non-exclusive  basis to NMC with regard to a variety of  potential  corporate
transactions with compensation to be set forth in such consulting agreement (the
"Consulting Agreement").

         NOW  THEREFORE,   in   consideration   of  the  mutual   covenants  and
undertakings and other good and valuable consideration,  the receipt of which is
hereby acknowledged, the parties, intending to be bound, agree as follows:



<PAGE>

                                               ARTICLE I

                           PURCHASE, SALE AND TERMS OF SHARES

         1.1  PURCHASE  AND SALE.  NMC  agrees to sell and  Purchaser  agrees to
purchase all but not less than all of the Shares on the terms and subject to the
conditions hereinafter set forth.

         1.2 TERMS.  The  Purchaser  shall pay the following  consideration  and
execute the following  agreements or deliver the following  consents in exchange
for the Shares:

     A.   Purchase price of $255,000(the  "Purchase  Price") of which the sum of
          $25,000 shall be payable at the Closing (as defined below);

     B.   Balance of the Purchase  Price of $230,000 to be paid with interest at
          ten percent (10%) per annum and mandatory prepayment as more fully set
          forth in that certain secured  promissory note to be duly executed and
          delivered  by  Purchaser  at the  Closing  in  substantially  the form
          annexed  hereto as  Exhibit  A(the  "Secured  Promissory  Note)  which
          Secured  Promissory  Note. The  obligations of the Purchaser under the
          Secured  Promissory  Note  shall be  secured  by all of the  shares of
          common stock owned by JWZ in the  following  companies:  (i) NMC; (ii)
          Dominix,  Inc.,  a Delaware  corporation;  (iii)  CDKnet.com,  Inc., a
          Delaware corporation; and (iv) the Shares (collectively,  the "Pledged
          Shares").  The  Purchaser  shall  deliver  the  Pledged  Shares at the
          Closing to be held in escrow  pursuant  to an escrow  agreement  and a
          pledge  agreement to be duly  executed and  delivered by the Purchaser
          and JWZ at the Closing in  substantially  the form  annexed  hereto as
          Exhibits B and C, respectively (the "Escrow Agreement" and the "Pledge
          Agreement"  and  together  with  the  Consulting  Agreement,   Secured
          Promissory  Note, and the Settlement  Agreement  shall be collectively
          referred to as the "Ancillary Agreements"); and

     C.   Written  irrevocable  instructions by the Purchaser and acknowledgment
          of  the  financial   institution   factoring  the  Company's   account
          receivables  (the  "Factor") to make the required  weekly  payments of
          principal  and interest  under the Secured  Promissory  Note to NMC by
          wire  transfer to the extent of available  funds held on the Company's
          behalf,  accepted  and  acknowledged  by such  factor  in the  form of
          acknowledgement   attached   hereto   as   Exhibit   D  (the   "Factor
          Acknowledgement"); and

     D.   Written  waiver of JWZ and any members of JWZ's family to any right to
          receive  any  shares of NMC or  proceeds  of any  shares of NMC common
          stock owned or held by Michael  Krome,  P.C. on JWZ or Sentry  Capital
          Management Inc.'s behalf (the "Waiver");


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<PAGE>

     E.   Written  releases by any employees of the Company,  including  Jamison
          Humphrey  to release NMC from any  obligation  to issue or deliver any
          shares of NMC to such employees (the "Release").

     1.3  THE CLOSING.  The Closing  shall take place at the offices of NMC, 545
          Madison Avenue,  6th Floor, New York, New York 10022 on or about April
          30,  2003 (the  "Closing  Date"),  or such other date and place as the
          parties shall agree to in writing.

                                   ARTICLE II

                           REPRESENTATIONS AND WARRANTIES OF PURCHASER

                  Representations  by the  Purchaser.  The  Purchaser  makes the
         following representations and warranties to NMC:

                  A. ACCESS TO INFORMATION The Purchaser, in making the decision
                  to  purchase  the  Shares has had full  access to  information
                  regarding  the  Company  and  has  made  its  own  independent
                  investigation  of the  Company and  acknowledges  that JWZ has
                  been  involved,  and is  involved,  in the  operations  of the
                  Company  to a  significant  extent.  JWZ is an  officer of the
                  Company  and  has  had  access  to all  information  that  the
                  Purchaser  considers necessary in connection with its decision
                  to purchase the Shares.


                  B.  SOPHISTICATION  AND KNOWLEDGE.  The Purchaser,  and/or its
                  representatives,   including   JWZ,  has  such  knowledge  and
                  experience  in  financial  and  business  matters  that it can
                  represent  itself and is capable of evaluating  the merits and
                  risks of the purchase of the Shares.

                  C. AUTHORITY.  The Purchaser has been duly incorporated and is
                  validly  existing and in good  standing  under the laws of the
                  State of Delaware and has the  requisite  corporate  power and
                  authority  necessary to own its  properties and to conduct its
                  business  as  presently  conducted.   The  Purchaser  is  duly
                  qualified to transact business as a foreign corporation and is
                  in good standing in every jurisdiction in which the failure to
                  so  qualify  would  have  a  material  adverse  effect  on the
                  operations  or  financial  condition  of  the  Purchaser.  The
                  Purchaser  has full right and power to enter into and  perform
                  pursuant to this  Agreement and the Ancillary  Agreements  and
                  make an investment in the Company,  and this Agreement and the
                  Ancillary  Agreements  constitute  the  Purchaser's  valid and
                  legally  binding  obligations,  enforceable in accordance with
                  their terms.  The Purchaser is authorized  and otherwise  duly
                  qualified  to  purchase  and hold the Shares and to enter into
                  this  Agreement  and the Ancillary  Agreements.  Purchaser has
                  complied  with  all  applicable   regulations  and  orders  in
                  connection  with the  execution,  delivery and  performance of


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<PAGE>

                  this   Agreement  and  the  Ancillary   Agreements,   and  the
                  transactions contemplated hereby and thereby. Purchaser is not
                  required to submit any notice,  report,  or other  filing with
                  any governmental authority in connection with such Purchaser's
                  execution  or delivery of this  Agreement,  and the  Ancillary
                  Agreements   nor   the   consummation   of  the   transactions
                  contemplated  hereby.  No  authorization,  consent,  approval,
                  exemption or notice is required to be obtained by Purchaser in
                  connection  with the execution,  delivery,  and performance of
                  this   Agreement   and  the   Ancillary   Agreements   or  the
                  transactions contemplated hereby.

                  D. BROKERS OR FINDERS. No person has or will have, as a result
                  of the  transactions  contemplated  by this  Agreement  or the
                  Ancillary  Agreements,  any  right,  interest  or valid  claim
                  against or upon NMC or the Company for any commission,  fee or
                  other compensation as a finder or broker because of any act or
                  omission by such Purchaser or its agents, including JWZ.

                                  ARTICLE III
                      REPRESENTATIONS AND WARRANTIES OF NMC
                              REGARDING THE COMPANY

         NMC makes the  following  representations  and  warranties to Purchaser
regarding the Company as of the date hereof and as of the Closing Date, unless a
different date is specifically provided herein.

         3.1      ORGANIZATION   AND   STANDING.   The  Company  has  been  duly
                  incorporated  and is  validly  existing  and in good  standing
                  under the laws of the State of New York and has the  requisite
                  corporate power and authority  necessary to own its properties
                  and to  conduct  its  business  as  presently  conducted.  The
                  Company is duly  qualified  to transact  business as a foreign
                  corporation  and is in good standing in every  jurisdiction in
                  which the failure to so qualify would have a material  adverse
                  effect  on  the  operations  or  financial  condition  of  the
                  Company.

         3.2      SHAREHOLDERS. NMC is the sole shareholder of the Company.
                  ------------

         3.3      BROKERS OR FINDERS.  NMC has not agreed to incur,  directly or
                  indirectly,  any  liability  for  brokerage or finders'  fees,
                  agents'  commissions  or other  similar  charges in connection
                  with this  Agreement,  the Ancillary  Agreements or any of the
                  transactions contemplated hereby or thereby.

         3.4      AUTHORIZATION.  NMC has full right and power to enter into and
                  perform pursuant to this Agreement and this constitutes  NMC's
                  valid  and  legally   binding   obligations,   enforceable  in
                  accordance  with its terms.  NMC is  authorized  and otherwise
                  duly  qualified  to sell the  Shares  and to enter  into  this
                  Agreement and the Ancillary Agreements to which it is a party.
                  NMC has complied with all applicable regulations and orders in
                  connection  with the  execution,  delivery and  performance of
                  this  Agreement and the Ancillary  Agreements to which it is a
                  party, and the transactions contemplated hereby and thereby.


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<PAGE>

         3.5      NMC (a) is the sole record and beneficial  owner of the Shares
                  set forth it the above recitals, which recital is incorporated
                  herein,  free and clear of all liens or encumbrances,  save as
                  disclosed in this  Agreement and (b) has sole  managerial  and
                  dispositive authority with respect to such Shares. All proxies
                  granted with respect to the Shares have been validly  revoked.
                  Upon  delivery  to NMC by  Purchaser  of  the  sum of  $25,000
                  representing the portion of the purchase price of $255,000 for
                  the  Shares  due at Closing  and the duly  executed  Ancillary
                  Agreements  and this  Agreement at the Closing,  together with
                  the Returned  Shares and the  requisite  consents and releases
                  set forth in Article I above, NMC will convey the Shares,  and
                  Purchaser will own and hold, good and marketable  title to the
                  Shares,  free and  clear of any and all  liens or  contractual
                  restrictions  or  limitations  that NMC created or suffered to
                  exist except those under the securities laws.  Notwithstanding
                  the  foregoing,  NMC  makes  no  representation  to  Purchaser
                  concerning any lien or  contractual  restriction or limitation
                  that JWZ, acting in his capacity as an officer of the Company,
                  created or had notice prior to the date of this Agreement.

                                   ARTICLE IV
                               CLOSING DELIVERIES

         4.1      DELIVERIES BY PURCHASER.  At the Closing, Purchaser shall
deliver to NMC:

     a.   the sum of $25,000 by wire transfer in collected funds or make payment
          in the form of bank or certified check made payable to NMC.

     b.   the Pledged Shares to the Escrow Agent.

     c.   the duly executed Secured Promissory Note.

     d.   the duly executed Pledge Agreement.

     e.   the duly executed Escrow Agreement.

     f.   the duly executed Consulting Agreement.

     g.   the duly executed Settlement Agreement.

     h.   the duly executed Factor Acknowledgement.

     i.   the duly executed Waiver.


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<PAGE>

          j.   the duly executed Release and any other agreements, documents and
               instruments  reasonably  requested by Purchaser to effectuate the
               transactions contemplated in this Agreement.

         4.2      DELIVERIES  BY NMC. At the  Closing,  in addition to any other
                  documents or agreements  required  under this  Agreement,  NMC
                  shall deliver to Purchaser the following:


          a.   Certificates,  in genuine and unaltered form, representing all of
               the Shares owned by NMC, duly endorsed in blank or accompanied by
               duly  executed  stock powers  endorsed in blank,  for transfer to
               Purchaser.

          b.   the duly executed Pledge Agreement.

          c.   the duly executed Consulting Agreement.

          d.   the duly executed Settlement  Agreement and any other agreements,
               documents and  instruments  reasonably  requested by Purchaser to
               effectuate the transactions contemplated in this Agreement.

          e.   The duly executed Escrow Agreement.



                                    ARTICLE V

                               SURVIVAL OF TERMS; INDEMNIFICATION

5.1            SURVIVAL;  KNOWLEDGE.  All of the  terms and  conditions  of this
               Agreement,  together  with the  representations,  warranties  and
               covenants contained herein or the Ancillary  Agreements or in any
               instrument or document  delivered or to be delivered  pursuant to
               this Agreement, shall survive the execution of this Agreement and
               the  Closing  notwithstanding  any  investigation  heretofore  or
               hereafter  made by or on behalf of any  party  hereto;  provided,
               however,  that (i) the agreements and covenants set forth in this
               Agreement  shall survive and continue until all  obligations  set
               forth therein shall have been performed and  satisfied;  and (ii)
               all  representations  and  warranties  shall survive and continue
               until   eighteen   (18)  months   from  the  Closing   Date  (the
               "Anniversary  Date"),  except for  representations and warranties
               for   which   a   claim   for   indemnification   hereunder   (an
               "Indemnification  Claim") shall be pending as of the  Anniversary
               Date, in which event such  representations  and warranties  shall
               survive  with  respect to such  Indemnification  Claim  until the
               final disposition thereof.


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<PAGE>

5.2            INDEMNIFICATION  BY NMC.  NMC shall  indemnify,  defend  and hold
               harmless   Purchaser  and  each  of  the   officers,   directors,
               employees,   shareholders,   attorneys,  accountants,   partners,
               representatives,  agents, successors and assigns of the foregoing
               (each an  "Purchaser  Indemnified  Party" and  collectively,  the
               "Purchaser Indemnified Parties"),  at all times after the date of
               this  Agreement,  from  and  against  any  liabilities,  damages,
               losses,  claims,  liens, costs, or expenses (including reasonable
               attorney's  fees) of any nature (any or all of the  foregoing are
               hereinafter  referred  to as a "Loss")  insofar  as a Loss or any
               action in respect thereof, whether now existing or accruing prior
               to or subsequent to the Closing,  which arises out of or is based
               solely  on any  express  misrepresentation  (or  alleged  express
               misrepresentation),  breach  (or  alleged  breach)  of any of the
               express warranties,  express representations or covenants made by
               NMC in this  Agreement or solely with respect to any  adjustments
               made by NMC  regarding  payroll taxes paid by the Company for the
               period from January 1, 2003 through  April 30, 2003 not to exceed
               thirty thousand dollars  ($30,000),  provided that such indemnity
               shall not extend to claims that JWZ had knowledge of prior to the
               date of this Agreement  excluding the indemnity  claim for unpaid
               payroll taxes.

5.3            INDEMNIFICATION BY PURCHASER. Purchaser shall indemnify, defend
               and  hold  harmless  NMC,  its  officers,  directors,  employees,
               representatives,  agents,  successors  and  assigns of NMC(each a
               "Seller   Indemnified   Party"  and  collectively,   the  "Seller
               Indemnified  Parties"),  at all  times  after  the  date  of this
               Agreement,  from and against any  liabilities,  damages,  losses,
               claims,   liens,   costs,  or  expenses   (including   reasonable
               attorney's  fees) of any nature (any or all of the  foregoing are
               hereinafter  referred  to as a "Loss")  insofar  as a Loss or any
               action in respect thereof, whether now existing or accruing prior
               to or subsequent to the Closing,  which arises out of or is based
               on any claim  that  unpaid  payroll  taxes are due for the period
               from January 1, 2003 through April 30, 2003 for employees then on
               the  Company  payroll,  and  any  misrepresentation  (or  alleged
               misrepresentation),  breach  (or  alleged  breach)  of any of the
               warranties,  representations  or  covenants  made by Purchaser in
               this Agreement,  the Ancillary  Agreements or in any certificate,
               schedule,  document attached hereto or delivered pursuant to this
               Agreement.

5.4            THIRD PARTY CLAIMS.  Except as otherwise provided in this
               Agreement,  the following  procedures  shall be  applicable  with
               respect to  indemnification  for third party  claims  against NMC
               (the "Claims").


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<PAGE>

              a. Promptly after receipt by NMC (hereinafter the "Indemnitee") of
              notice of the  commencement of any (a) tax audit or proceeding for
              the  assessment  of Tax  by  any  taxing  authority  or any  other
              proceeding  likely to result in the  imposition of a Tax liability
              or  obligation,  or (b) any action or the  assertion of any Claim,
              liability  or  obligation  by a third party  against  which Claim,
              liability   or   obligation   the   Purchaser   (hereinafter   the
              "Indemnitor")  is, or may be,  required  under this  Agreement  to
              indemnify such Indemnitee, the Indemnitee will, if a Claim thereon
              is to be, or may be,  made  against  the  Indemnitor,  notify  the
              Indemnitor in writing of the commencement or assertion thereof and
              give the  Indemnitor  a copy of such Claim,  process and all legal
              pleadings.  The Indemnitor  shall have the right to participate in
              the  defense  of such with  counsel  of  reputable  standing.  The
              Indemnitor  shall  have the right to assume  the  defense  of such
              action unless such action (i) may result in  injunctions  or other
              equitable  remedies in respect of the  Indemnitee or its business;
              (ii) may  result in  liabilities  which,  taken  with  other  then
              existing   Claims  under  this  Article  V,  would  not  be  fully
              indemnified hereunder;  or (iii) may have an adverse impact on the
              business  or  financial  condition  of the  Indemnitee  after  the
              Closing Date (including an effect on the Tax liabilities, earnings
              or  ongoing  business   relationships  of  the  Indemnitee).   The
              Indemnitor  and the Indemnitee  shall  cooperate in the defense of
              such  Claims.  In the case  that the  Indemnitor  shall  assume or
              participate  in the  defense of such  audit,  assessment  or other
              proceeding as provided herein, the Indemnitee shall make available
              to the Indemnitor all relevant  records and take such other action
              and sign such  documents  as are  necessary  to defend such audit,
              assessment or other proceeding in a timely manner.

              b. Upon judgment,  determination,  settlement or compromise of any
              third party Claim,  the Indemnitor shall pay promptly on behalf of
              the Indemnitee,  and/or to the Indemnitee in  reimbursement of any
              amount  theretofore  required  to be paid  by it,  the  amount  so
              determined by judgment,  determination,  settlement or compromise,
              unless  in the  case of a  judgment  an  appeal  is made  from the
              judgment,  plus all other  Claims of the  Indemnitee  with respect
              thereto  (including  legal fees and  expenses).  If the Indemnitor
              desires to appeal from an adverse  judgment,  then the  Indemnitor
              shall  post  and pay  the  cost  of the  security  or bond to stay
              execution of the judgment pending appeal. Upon the payment in full
              by the Indemnitor of such amounts, the Indemnitor shall succeed to
              the  rights  of such  Indemnitee,  to the  extent  not  waived  in
              settlement,  against  the third  party who made such  third  party
              Claim.

              c.  Prior  to  paying  or  settling  any  Claim  against  which an
              Indemnitor  is,  or may be,  obligated  under  this  Agreement  to
              indemnify  an  Indemnitee,  the  Indemnitee  must first supply the
              Indemnitor with a copy of a final court judgment or decree holding
              the  Indemnitee  liable on such claim or failing such  judgment or
              decree,  and must first receive the written  approval of the terms
              and  conditions  of  such  settlement  from  the  Indemnitor.   An
              Indemnitor  shall have the right to settle any Claim against it or
              as to which it has  assumed  the  defense,  subject  to the  prior
              written  approval of the  Indemnitee,  which approval shall not be
              unreasonably  withheld provided that such settlement involves only
              the payment of a fixed sum which the  Indemnitor  is  obligated to
              pay and does not include any  admission of liability or other such
              similar  admissions  by or related to  Indemnitee  with respect to
              such Claim.

              d. An Indemnitee shall have the right to employ its own counsel in
              any case,  but the fees and expenses of such  counsel  shall be at
              the expense of the Indemnitee  unless:  (i) the employment of such
              counsel shall have been authorized in writing by the Indemnitor in


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<PAGE>

              connection  with the  defense  of such  action or Claim;  (ii) the
              Indemnitor  shall not have employed,  or is prohibited  under this
              Section 5.1 from employing,  counsel in the defense of such action
              or Claim; or (iii) such Indemnitee shall have reasonably concluded
              that there may be defenses  available to it which are contrary to,
              or inconsistent with, those available to the Indemnitor, in any of
              which  events  such  fees  and  expenses  of  not  more  than  one
              additional  counsel for the indemnified  parties shall be borne by
              the Indemnitor.

                                   ARTICLE VI
                                  MISCELLANEOUS


         6.1      NO  WAIVER;  CUMULATIVE  REMEDIES.  No failure or delay on the
                  part of any party to this  Agreement in exercising  any right,
                  power or remedy  hereunder  shall operate as a waiver thereof;
                  nor shall any single or partial  exercise  of any such  right,
                  power or remedy preclude any other or further exercise thereof
                  or the exercise of any other right, power or remedy hereunder.
                  The remedies  herein provided are cumulative and not exclusive
                  of any remedies provided by law.

         6.2      AMENDMENTS, WAIVERS AND CONSENTS.  Any provision in the
                  Agreement  to the  contrary  notwithstanding,  and except as
                  hereinafter provided,  changes in, termination or amendments
                  of  or  additions  to  this   Agreement  may  be  made,  and
                  compliance  with any covenant or provision  set forth herein
                  may be  omitted  or  waived,  if NMC  shall  obtain  consent
                  thereto in writing from the Purchaser. Any waiver or consent
                  may be given subject to  satisfaction  of conditions  stated
                  therein and any waiver or consent shall be effective only in
                  the specific instance and for the specific purpose for which
                  given.

         6.3      ADDRESSES  FOR  NOTICES.  All notices,  requests,  demands and
                  other  communications  provided  for  hereunder  shall  be  in
                  writing  (including  telegraphic  communication)  and  mailed,
                  telegraphed  or  delivered  to each  applicable  party  at the
                  address  set forth on the first page of this  Agreement  or at
                  such other address as to which such party may inform the other
                  party in writing in compliance with the terms of this Article.
                  All such notices,  requests,  demands and other communications
                  shall be considered to be effective when delivered.

         6.4      COSTS,  EXPENSES AND TAXES.  All parties  shall bear their own
                  expenses incurred in the negotiation of this Agreement and the
                  Ancillary Agreements.

         6.5      EFFECTIVENESS;  BINDING  EFFECT;  ASSIGNMENT.  This  Agreement
                  shall be binding  upon and inure to the  benefit  of NMC,  the
                  Purchaser  and  their   respective   successors  and  assigns;
                  PROVIDED, that, neither party to this Agreement may assign any
                  of its rights or obligations  under this Agreement without the
                  prior written consent of the counter-party to this Agreement.


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<PAGE>

         6.6      PRIOR AGREEMENTS.  The Agreement and the Ancillary  Agreements
                  executed and delivered in connection  herewith  constitute the
                  entire  agreement  between the parties and supersede any prior
                  understandings  or agreements  concerning  the subject  matter
                  hereof.

         6.7      SEVERABILITY.   The   provisions  of  the  Agreement  and  the
                  Ancillary  Agreements are severable and, in the event that any
                  court of competent  jurisdiction  shall determine that any one
                  or more of the  provisions  or part of a  provision  contained
                  therein shall, for any reason, be held to be invalid,  illegal
                  or unenforceable in any respect,  such invalidity,  illegality
                  or  unenforceability  shall not affect any other  provision or
                  part  of a  provision  of  such  Agreement  or  any  Ancillary
                  Agreements  and  the  terms  thereof  shall  be  reformed  and
                  construed  as if such  invalid  or  illegal  or  unenforceable
                  provision,  or part of a provision,  had never been  contained
                  herein,  and such provisions or part reformed so that it would
                  be  valid,   legal  and  enforceable  to  the  maximum  extent
                  possible.

         6.8      GOVERNING LAW; VENUE.

                  A. This Agreement shall be enforced, governed and construed in
                  accordance  with  the laws  the  State of New York or  federal
                  securities  law  where  applicable  without  giving  effect to
                  choice of laws principles or conflict of laws provisions.

                  B. NMC and  Purchaser  hereby  jointly  waive one  against the
                  other,  and agree not to assert against either of them, or any
                  successor assignee thereof, by way of motion, as a defense, or
                  otherwise,  in any such suit,  action or  proceeding,  (i) any
                  claim that NMC or the Purchaser is not  personally  subject to
                  the jurisdiction of the state or federal courts located in the
                  State  of New  York,  and  (ii)  to the  extent  permitted  by
                  applicable law, any claim that such suit, action or proceeding
                  is brought in an  inconvenient  forum or that the venue of any
                  such  suit,  action or  proceeding  is  improper  or that this
                  Agreement or the Ancillary  Agreements  may not be enforced in
                  or by such courts

         6.9      HEADINGS.  Article,  section and  subsection  headings in this
                  Agreement  are included  herein for  convenience  of reference
                  only and shall not constitute a part of this Agreement for any
                  other purpose.

         6.10     SURVIVAL    OF    REPRESENTATIONS    AND    WARRANTIES.    All
                  representations  and warranties  made in this Agreement and in
                  the Ancillary  Agreements or any other  instrument or document
                  delivered in connection therewith, shall survive the execution
                  and delivery hereof or thereof.

         6.11     COUNSEL. Each of the parties hereto represents that it, she or
                  he  has  consulted  legal  counsel  in  connection  with  this
                  Agreement,  or has been given full  opportunity to review this
                  Agreement  with  counsel of his,  her or its  choice  prior to
                  execution  thereof.  The parties  hereto waive all claims that
                  they were not adequately  represented  in connection  with the
                  negotiation,  drafting and execution of this  Agreement.  Each
                  party  further  agrees  to bear its own  costs  and  expenses,
                  including  attorneys'  fees, in connection with this Agreement
                  and the Ancillary Agreements. If any party initiates any legal
                  action  arising out of or in connection  with  enforcement  of
                  this  Agreement or the Ancillary  Agreements,  the  prevailing
                  party in such legal  action  shall be entitled to recover from
                  the other party all reasonable attorneys' fees, expert witness
                  fees  and  expenses   incurred  by  the  prevailing  party  in
                  connection therewith.

                                       10
<PAGE>

         6.12     COUNTERPARTS.  This Agreement may be executed in any number of
                  counterparts, all of which taken together shall constitute one
                  and the same  instrument,  and any of the  parties  hereto may
                  execute this Agreement by signing any such counterpart.

         6.13     FURTHER  ASSURANCES AND BOOKS AND RECORDS.  From and after the
                  date of this  Agreement,  upon the request of the Purchaser or
                  NMC,  NMC and the  Purchaser  shall  execute and deliver  such
                  instruments, documents and other writings as may be reasonably
                  necessary  or  desirable  to  confirm  and  carry  out  and to
                  effectuate  fully the intent and purposes of the Agreement and
                  the Ancillary Agreements. NMC shall be entitled to inspect the
                  books and records of the Company every three months during the
                  term of the Secured  Promissory Note and Purchaser shall fully
                  cooperate in making such books and records available for NMC's
                  inspection, provided however, that NMC shall have the right to
                  inspect the payroll  records of the Company on a monthly basis
                  and  Purchaser  shall fully  cooperate  in making such payroll
                  records  available  for NMC's  inspection.  NMC shall  provide
                  Purchaser  with written  notice of its intent to undertake the
                  quarterly  inspection  of  the  Company's  books  and  records
                  setting  forth a business day to commence the  inspection  and
                  the  Purchaser  shall fully  cooperate  with such  inspection,
                  provided that NMC shall not be required to provide any written
                  notice with respect to inspection  of the payroll  records and
                  the Purchaser shall provide NMC with relevant  payroll records
                  or copies thereof as requested by Purchaser.  This covenant by
                  Purchaser  to make  available  the  books and  records  of the
                  Company  for  NMC's  inspection  is a  material  part  of  the
                  consideration for NMC's entering into this Agreement.



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          [SIGNATURE PAGE TO STOCK PURCHASE AGREEMENT]

         IN WITNESS WHEREOF,  the parties hereto have caused this Stock Purchase
Agreement to be executed as of the date first above written.

                                       National Management Consultants, Inc.

                                       By: ___________________________
                                       Name: Steven A. Horowitz
                                       Title: President

                                          James W. Zimbler
                                       -----------------------------

                                        Humana Trans Services Holding Corp.

                                        By:__________________________
            Name: James W. Zimbler
                                         Title: Chairman and President