**Exhibit 10.16(a)**

**ASSETPURCHASE AGREEMENT**

**by and among**

**VALUED SERVICESACQUISITIONS COMPANY, LLC**

**and**

**FIRST AMERICANHOLDING, LLC,**

**FIRST AMERICAN CASHADVANCE OF ALABAMA, LLC,**

**FACA OF ARKANSAS,LLC,**

**FIRST AMERICAN CASHADVANCE OF COLORADO, LLC,**

**FIRST AMERICAN CASHADVANCE OF FLORIDA, LLC,**

**FIRST AMERICAN CASHADVANCE OF GEORGIA, LLC,**

**FACA OF KENTUCKY,LLC,**

**FORESIGHTMANAGEMENT COMPANY, LLC,**

**UNION MANAGEMENTCOMPANY, LLC,**

**FIRST AMERICAN CASHADVANCE OF TENNESSEE, LLC,**

**FIRST AMERICAN CASHADVANCE OF SOUTH CAROLINA, LLC,**

**FIRST AMERICANFINANCIAL SERVICES, LLC,**

**FIRST AMERICANFRANCHISING, LLC,**

**UNITED SERVICES,INC.,**

**FIRST AMERICAN CASHADVANCE OF OKLAHOMA, LLC**

**AND**

**THEMEMBER GUARANTORS A PARTY HERETO**

As of April 9, 2004

 

 

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**TABLEOF CONTENTS**
|                                                                                   |   | ** **                                    |
|-----------------------------------------------------------------------------------|--------|-----------------------------------------------|
| **ARTICLE 1 PURCHASE AND SALE  OF ASSETS**                                        |   | **2**                                         |
| 1.1                                                                               |   | Purchase of Assets                            |   | 2 |
| 1.2                                                                               |   | Excluded  Assets                              |   | 3 |
| 1.3                                                                               |   | Assumed  Liabilities                          |   | 3 |
| 1.4                                                                               |   | Excluded  Liabilities                         |   | 4 |
| 1.5                                                                               |   | Closing                                       |   | 5 |
| 1.6                                                                               |   | Purchase  Price                               |   | 5 |
| 1.7                                                                               |   | Adjustments  to Purchase Price                |   | 6 |
| 1.8                                                                               |   | Payment of  Purchase Price                    |   | 7 |
| 1.9                                                                               |   | Contracts  Not Transferable                   |   | 8 |
| **ARTICLE 2 INDIVIDUAL  REPRESENTATIONS AND WARRANTIES OF THE MEMBER GUARANTORS** |   | **8**                                         |
| 2.1                                                                               |   | Organization  and Good Standing               |   | 8 |
| 2.2                                                                               |   | Power and  Authority                          |   | 8 |
| 2.3                                                                               |   | Due  Execution; Binding Effect                |   | 8 |
| 2.4                                                                               |   | No  Violation; Consents                       |   | 9 |
| 2.5                                                                               |   | No Amounts  Owed to Member Guarantors         |   | 9 |
| **ARTICLE 3 REPRESENTATIONS  AND WARRANTIES OF THE SELLERS**                      |   | **9**                                         |
| 3.1                                                                               |   | Organization  and Good Standing               |   | 9 |
| 3.2                                                                               |   | Power and  Authority                          |   | 9 |
| 3.3                                                                               |   | Due  Execution; Binding Effect                |   | 10 |
| 3.4                                                                               |   | No  Violation; Consents                       |   | 10 |
| 3.5                                                                               |   | Subsidiaries                                  |   | 10 |
| 3.6                                                                               |   | Financial  Statements                         |   | 10 |
| 3.7                                                                               |   | No  Undisclosed Liabilities                   |   | 11 |
| 3.8                                                                               |   | Real  Property                                |   | 11 |
| 3.9                                                                               |   | Title to  Assets                              |   | 11 |
| 3.10                                                                              |   | Intellectual  Property                        |   | 12 |
| 3.11                                                                              |   | Notes and  Receivables                        |   | 14 |
| 3.12                                                                              |   | Contracts  and Commitments                    |   | 15 |
| 3.13                                                                              |   | Ordinary  Course of Business                  |   | 16 |
| 3.14                                                                              |   | Litigation                                    |   | 16 |
| 3.15                                                                              |   | Compliance  with Laws; Federal Regulations    |   | 17 |
| 3.16                                                                              |   | Permits and  Licenses                         |   | 17 |
| 3.17                                                                              |   | Taxes                                         |   | 18 |
| 3.18                                                                              |   | Insurance                                     |   | 19 |
| 3.19                                                                              |   | Environmental                                 |   | 19 |
| 3.20                                                                              |   | Employee  Benefits                            |   | 20 |
| 3.21                                                                              |   | Labor  Matters                                |   | 22 |
| 3.22                                                                              |   | Insolvency  Proceedings                       |   | 23 |
| 3.23                                                                              |   | Practices                                     |   | 23 |
| 3.24                                                                              |   | Related  Party Transactions                   |   | 23 |
| 3.25                                                                              |   | Accuracy of  Information                      |   | 23 |
| 3.26                                                                              |   | No  Additional Representations and Warranties |   | 24 |

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| **ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF PURCHASER** |   | **25**                                       |
|-----------------------------------------------------------|--------|----------------------------------------------|
| 4.1                                                       |   | Organization and Good Standing               |   | 25 |
| 4.2                                                       |   | Power and  Authority                         |   | 25 |
| 4.3                                                       |   | Due  Execution; Binding Effect               |   | 25 |
| 4.4                                                       |   | No  Violation; Consents                      |   | 25 |
| 4.5                                                       |   | Litigation                                   |   | 26 |
| 4.6                                                       |   | Financing                                    |   | 26 |
| **ARTICLE 5 COVENANTS OF THE  SELLERS**                   |   | **26**                                       |
| 5.1                                                       |   | Conduct of  the Business Pending Closing     |   | 26 |
| 5.2                                                       |   | Access to  Sellers                           |   | 27 |
| 5.3                                                       |   | Reasonable  Efforts; Regulatory Applications |   | 28 |
| 5.4                                                       |   | Notice of  Changes                           |   | 28 |
| 5.5                                                       |   | No  Solicitation of Transactions             |   | 29 |
| 5.6                                                       |   | Final  Financial Statements                  |   | 29 |
| 5.7                                                       |   | Liens on Acquired Assets                     |   | 29 |
| 5.8                                                       |   | Notice of  Adverse Occurrences               |   | 29 |
| 5.9                                                       |   | Notice of  Continued Employment              |   | 30 |
| **ARTICLE  6 CONDITIONS TO OBLIGATIONS OF PURCHASER**     |   | **30**                                       |
| 6.1                                                       |   | Representations  and Warranties              |   | 30 |
| 6.2                                                       |   | Performance  of Agreements                   |   | 30 |
| 6.3                                                       |   | No Injunctions                               |   | 30 |
| 6.4                                                       |   | Governmental  Consents and Approvals         |   | 30 |
| 6.5                                                       |   | Third Party  Consents and Approvals          |   | 30 |
| 6.6                                                       |   | No Material  Adverse Effect                  |   | 31 |
| 6.7                                                       |   | Financing                                    |   | 31 |
| 6.8                                                       |   | Due  Diligence                               |   | 31 |
| 6.9                                                       |   | Deliveries  of Sellers                       |   | 31 |
| 6.10                                                      |   | Escrow  Agreement                            |   | 32 |
| 6.11                                                      |   | Employment  Agreement                        |   | 32 |
| 6.12                                                      |   | Transferred Employees                        |   | 32 |
| 6.13                                                      |   | Bank  Accounts and Bank Agreement            |   | 32 |
| 6.14                                                      |   | Related  Agreements                          |   | 32 |
| **ARTICLE  7 CONDITIONS TO OBLIGATIONS OF THE SELLERS**   |   | **32**                                       |
| 7.1                                                       |   | Representations  and Warranties              |   | 32 |
| 7.2                                                       |   | Performance  of Agreements                   |   | 32 |
| 7.3                                                       |   | No  Injunctions                              |   | 32 |
| 7.4                                                       |   | Governmental  Consents and Approvals         |   | 32 |
| 7.5                                                       |   | Deliveries  of Purchaser                     |   | 33 |
| 7.6                                                       |   | Escrow  Agreement                            |   | 33 |
| 7.7                                                       |   | Trademark  License                           |   | 33 |
| 7.8                                                       |   | Third Party  Consents and Approvals          |   | 33 |
| 7.9                                                       |   | Related  Agreements                          |   | 33 |
| **ARTICLE 8  TERMINATION**                                |   | **33**                                       |
| 8.1                                                       |   | Termination                                  |   | 34 |
| 8.2                                                       |   | Effect of  Termination                       |   | 34 |
| 8.3                                                       |   | Survival of  Certain Provisions              |   | 35 |

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| **ARTICLE 9 OTHER AGREEMENTS OF THE  PARTIES** |       | **35**                                            |
|------------------------------------------------|------------|---------------------------------------------------|
| 9.1                                            |       | Reasonable  Efforts                               |   | 35 |
| 9.2                                            |       | Brokers;  Expenses                                |   | 35 |
| 9.3                                            |       | Publicity                                         |   | 35 |
| 9.4                                            |       | Special Tax  Provisions                           |   | 35 |
| 9.5                                            |       | Employee  Matters                                 |   | 36 |
| 9.6                                            |       | Seller  Representative                            |   | 37 |
| 9.7                                            |       | Non-Competition  and Non-Solicitation             |   | 38 |
| 9.8                                            |       | WARN Act                                          |   | 40 |
| 9.9                                            |       | Access to  Information                            |   | 40 |
| 9.10                                           |       | Trademark  License                                |   | 41 |
| 9.11                                           |       | Purchaser                                         |   | 41 |
| 9.12                                           |       | Renewal or  Extension of Lease                    |   | 41 |
| **ARTICLE 10  INDEMNIFICATION**                |       | **41**                                            |
| 10.1                                           |       | Indemnification  by Sellers and Member Guarantors |   | 41 |
| 10.2                                           |       | Indemnification  by Purchaser                     |   | 41 |
| 10.3                                           |       | Administration  of Third Party Claims             |   | 42 |
| 10.4                                           |       | Limitations                                       |   | 43 |
| 10.5                                           |       | Rights  Under Escrow Agreement                    |   | 45 |
| 10.6                                           |       | Payments                                          |   | 45 |
| 10.7                                           |       | Exclusive  Remedy                                 |   | 45 |
| 10.8                                           |       | Books and  Records                                |   | 46 |
| 10.9                                           |       | Tax and  Insurance Benefit                        |   | 46 |
| 10.10                                          |       | Limitation  on Purchaser’s Liability         |   | 46 |
| 10.11                                          |       | Losses                                            |   | 47 |
| **ARTICLE 11  MISCELLANEOUS**                  | ** ** | **47**                                            |
| 11.1                                           |       | Notices                                           |   | 47 |
| 11.2                                           |       | Entire  Agreement                                 |   | 48 |
| 11.3                                           |       | Waiver;  Amendment                                |   | 48 |
| 11.4                                           |       | Severability                                      |   | 48 |
| 11.5                                           |       | Governing  Law                                    |   | 48 |
| 11.6                                           |       | Assignment                                        |   | 48 |
| 11.7                                           |       | Binding  Effect                                   |   | 49 |
| 11.8                                           |       | Headings                                          |   | 49 |
| 11.9                                           |       | References  within Agreement                      |   | 49 |
| 11.10                                          |       | Interpretation                                    |   | 49 |
| 11.11                                          |       | Further  Assurances                               |   | 49 |
| 11.12                                          |       | Counterparts;  Fax Signatures                     |   | 49 |
| 11.13                                          |       | Knowledge                                         |   | 49 |
| 11.14                                          |       | Trusts                                            |   | 49 |
| 11.15                                          |       | Pattco,  LLC                                      |   | 50 |

 

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**DEFINITIONS**
| TERM                                         | ** ** | ** ** | ** ** | **PAGES** |
|----------------------------------------------|------------|------------|------------|-----------|
| Acquired Assets                              |       |       | 2          |      |
| Actual Closing  Working Capital Statement    |       |       | 6          |      |
| Actual Working Capital                       |       |       | 6          |      |
| Adjusted  Purchase Price                     |       |       | 6          |      |
| Adverse  Occurrences                         |       |       | 24         |      |
| Agreement                                    |       |       | 1          |      |
| Allocation  Statement                        |       |       | 36         |      |
| Assumed  Contracts                           |       |       | 2          |      |
| Assumed  Liabilities                         |       |       | 3          |      |
| Audit Firm                                   |       |       | 7          |      |
| Bank Agreements                              |       |       | 14         |      |
| Bank Model                                   |       |       | 14         |      |
| Business                                     |       |       | 1          |      |
| Business  Employee Plans                     |       |       | 21         |      |
| Business  ERISA Plan                         |       |       | 21         |      |
| Business  Receivables                        |       |       | 14         |      |
| Closing                                      |       |       | 5          |      |
| Closing Date                                 |       |       | 5          |      |
| COBRA                                        |       |       | 22         |      |
| Code                                         |       |       | 21         |      |
| Current Assets                               |       |       | 6          |      |
| Current  Liabilities                         |       |       | 6          |      |
| Disclosure Schedule Updates                  |       |       | 28         |      |
| Due  Diligence Date                          |       |       | 31         |      |
| Employees                                    |       |       | 22         |      |
| Employment  Agreement                        |       |       | 32         |      |
| Environmental  Action                        |       |       | 20         |      |
| Environmental  Laws                          |       |       | 20         |      |
| ERISA                                        |       |       | 21         |      |
| ERISA Affiliate                              |       |       | 20         |      |
| Escrow Agent                                 |       |       | 7          |      |
| Escrow  Agreement                            |       |       | 7          |      |
| Estimated  Closing Working Capital Statement |       |       | 6          |      |
| Estimated Working Capital                    |       |       | 6          |      |
| Excluded Assets                              |       |       | 3          |      |
| Excluded  Businesses                         |       |       | 3          |      |
| Excluded  Employees                          |       |       | 36         |      |
| Excluded  Liabilities                        |       |       | 4          |      |
| FACA-KY                                      |       |       | 1          |      |
| Final Financial Statements                   |       |       | 29         |      |
| Final Working Capital  Statement             |       |       | 7          |      |
| Financing                                    |       |       | 26         |      |
| First  American Alabama                      |       |       | 1          |      |
| First  American Arkansas                     |       |       | 1          |      |
| First  American Colorado                     |       |       | 1          |      |
| First  American Financial                    |       |       | 1          |      |
| First  American Florida                      |       |       | 1          |      |

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| First American Franchising        |   |   | 1  |   |
|-----------------------------------|--------|--------|----|--------|
| First  American Georgia           |   |   | 1  |   |
| First  American Holding           |   |   | 1  |   |
| First  American Oklahoma          |   |   | 1  |   |
| First American South  Carolina    |   |   | 1  |   |
| Foresight  Management             |   |   | 1  |   |
| GAAP                              |   |   | 6  |   |
| Georgia  Business                 |   |   | 3  |   |
| Georgia  Lawsuits                 |   |   | 4  |   |
| Hazardous  Substances             |   |   | 20 |   |
| HSR Act                           |   |   | 10 |   |
| Indemnified  Party                |   |   | 42 |   |
| Indemnifying  Party               |   |   | 42 |   |
| Industry                          |   |   | 11 |   |
| Initial Financial  Statements     |   |   | 10 |   |
| Intellectual  Property            |   |   | 13 |   |
| Knowledge                         |   |   | 49 |   |
| Kugler                            |   |   | 1  |   |
| Latest Balance  Sheet             |   |   | 4  |   |
| Leased  Personal Property         |   |   | 11 |   |
| Leased  Real Property             |   |   | 11 |   |
| Leases                            |   |   | 11 |   |
| Licenses                          |   |   | 2  |   |
| Lien                              |   |   | 2  |   |
| Losses                            |   |   | 41 |   |
| Material  Adverse Effect          |   |   | 31 |   |
| Member  Guarantors                |   |   | 1  |   |
| Net  Working Capital              |   |   | 6  |   |
| Non-Competition Agreement         |   |   | 31 |   |
| Objection                         |   |   | 6  |   |
| Parties                           |   |   | 1  |   |
| Party                             |   |   | 1  |   |
| Pattco                            |   |   | 50 |   |
| Pattco  Distribution              |   |   | 50 |   |
| Pattco Member                     |   |   | 50 |   |
| Proposed  Georgia Law             |   |   | 11 |   |
| Protective  Covenants             |   |   | 39 |   |
| Purchase Price                    |   |   | 5  |   |
| Purchaser                         |   |   | 1  |   |
| Purchaser Indemnified  Parties    |   |   | 41 |   |
| Real  Property Leases             |   |   | 11 |   |
| Records                           |   |   | 2  |   |
| Registered  Intellectual Property |   |   | 13 |   |
| Release                           |   |   | 20 |   |
| Restricted  Territory             |   |   | 38 |   |
| Sale Proceeds                     |   |   | 49 |   |
| Seller                            |   |   | 1  |   |
| Seller Indemnified Parties        |   |   | 41 |   |
| Seller  Representative            |   |   | 37 |   |

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| Sellers                     |   |   | 1  |   |
|-----------------------------|--------|--------|----|--------|
| Separate Purchase Agreement |   |   | 2  |   |
| Services  Agreement         |   |   | 39 |   |
| Target Working Capital      |   |   | 6  |   |
| Tax                         |   |   | 19 |   |
| Tax Return                  |   |   | 19 |   |
| Taxes                       |   |   | 19 |   |
| Termination  Date           |   |   | 34 |   |
| Transferred  Employees      |   |   | 36 |   |
| Union  Management           |   |   | 1  |   |
| United Services             |   |   | 1  |   |
| Utility  Contracts          |   |   | 15 |   |
| WARN                        |   |   | 23 |   |

 

 

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**ASSET PURCHASE AGREEMENT**

THIS ASSETPURCHASE AGREEMENT (the “*Agreement*”)is made and entered into as of the 9th day of April, 2004, by andamong (i) VALUED SERVICES ACQUISITIONS COMPANY, LLC, a Georgia limitedliability company (“*Purchaser*”),and (ii) FIRST AMERICAN HOLDING, LLC, a Kentucky limited liability company(“*First American Holding*”),FIRST AMERICAN CASH ADVANCE OF ALABAMA, LLC, a Tennessee limited liabilitycompany (“*First American Alabama*”),FACA OF ARKANSAS, LLC, a Tennessee limited liability company (“*First American Arkansas*”),FIRST AMERICAN CASH ADVANCE OF COLORADO, LLC, a Tennessee limited liabilitycompany (“*First American Colorado*”),FIRST AMERICAN CASH ADVANCE OF FLORIDA, LLC, a Tennessee limited liabilitycompany (“*First American Florida*”),FIRST AMERICAN CASH ADVANCE OF GEORGIA, LLC, a Tennessee limited liabilitycompany (“*First American Georgia*”),FACA OF KY, LLC, a Kentucky limited liability company (“*FACA-KY*”), FORESIGHT MANAGEMENT COMPANY, LLC, aTennessee limited liability company (“*Foresight Management*”), UNION MANAGEMENT COMPANY, LLC, aTennessee limited liability company (“*Union Management*”), FIRST AMERICAN CASH ADVANCE OFTENNESSEE, LLC, a Tennessee limited liability company (“*Kugler*”), FIRST AMERICAN CASH ADVANCE OF SOUTH CAROLINA,LLC, a Tennessee limited liability company (“*First American SouthCarolina*”), FIRST AMERICAN FINANCIAL SERVICES, LLC, a Tennesseelimited liability company (“*FirstAmerican Financial*”), FIRST AMERICAN FRANCHISING, LLC, aKentucky limited liability company (“*First American Franchising*”), UNITED SERVICES, INC., aTennessee corporation (“*UnitedServices*”), and FIRST AMERICAN CASH ADVANCE OF OKLAHOMA, LLC, aTennessee limited liability company (“*First American Oklahoma*”), and (iii) each of thepersons listed on *Schedule 2* (the “*Member Guarantors*”).Each of First American Holding, First American Alabama, First AmericanArkansas, First American Colorado, First American Florida, First AmericanGeorgia, First American Kentucky, FACA-KY, Foresight Management, UnionManagement, Kugler, First American South Carolina, First American Financial,First American Franchising, United Services and First American Oklahoma aresometimes hereinafter referred to collectively as “*Sellers*” and individually as “*Seller*,” and Purchaser, Sellers and Member Guarantorsare sometimes hereinafter referred to collectively as the “*Parties*” and individually as a “*Party*.”

**BACKGROUND:**

A.    Sellers, including the sellers pursuant to the “Separate PurchaseAgreement” (as defined below), are engaged in the business of making short-termconsumer loans having a duration of less than two months and/or the marketingand servicing of short-term consumer loans having a duration of less than twomonths on behalf of a bank lender (collectively, the “*Business*”), in the states of Alabama, Arkansas,Colorado, Florida, Georgia, Kentucky, North Carolina, Ohio, Oklahoma,Tennessee, South Carolina and West Virginia.

B.     Subject tothe terms and conditions set forth in this Agreement, Sellers desire to sell toPurchaser, and Purchaser desires to purchase from Sellers, substantially all ofthe assets owned or used by Sellers in connection with the operation of theBusiness.

C.     Therespective board of directors, board of managers or other applicable governingbody of each of the Sellers and Purchaser have approved this Agreement and thetransactions contemplated hereby.

D.    By therequired vote of all members or shareholders, as applicable, each Seller hasapproved and voted in favor of this Agreement and the transactions contemplatedhereby in accordance with the respective Seller’s governing law.

E.     Contemporaneously with the execution of this Agreement,Purchaser has entered into that certain Asset Purchase Agreement with FirstAmerican Services of West Virginia, LLC, First American 

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Servicesof Kentucky, LLC and the member guarantors a party thereto (the “*Separate PurchaseAgreement*”).

NOW, THEREFORE, FOR AND INCONSIDERATION of the premises, the mutual promises, covenants and agreementscontained herein, and other good and valuable consideration, the receipt andsufficiency of which are hereby acknowledged, the Parties hereby agree asfollows:

**ARTICLE1PURCHASE AND SALE OF ASSETS**

1.1   ***Purchase of Assets.*****  **Upon the terms and subject to the conditions setforth in this Agreement, at the “Closing” (as defined in Section 1.5) andfor the consideration specified in this Article 1, each Seller shall sell,convey, transfer, assign and deliver to Purchaser, and Purchaser shall purchasefrom each such Seller, all of the “Acquired Assets” (as hereinafter defined),free and clear of any and all liens, charges, security interests, mortgages,hypothecations, pledges, claims and encumbrances of any kind (each, a “*Lien*”), other than (i) Liensfor Taxes not yet due or in default and payable without penalty and interest;and (ii) Liens fully reflected or reserved against in the Final WorkingCapital Statement (as defined in Section 1.7(e)). For purposes of thisAgreement, “*Acquired Assets*”shall mean all of the assets, properties and rights owned or used by Sellers asof the “Closing Date” (as defined in Section 1.5) in connection with theoperation of the Business, other than the “Excluded Assets” (as defined in Section 1.2),including, without limitation, the following:

(a)    cash in anamount of approximately $259,620 inthe aggregate plus $1,500 for each openstore as of the Closing located in Oklahoma, with a range of $150 to $10,000 as to each open storelocation of Seller;

(b)   (i) the “NetWorking Capital” (as defined in Section 1.7) of the open stores located inOklahoma; and (ii) all accounts receivable, notes receivable, refunds,deposits, prepaid expenses, held checks and all claims against the payors ofsuch checks and prepaid security deposits;

(c)    allmachinery, equipment, office and computer equipment, modems, furniture,fixtures and other tangible personal property;

(d)   to the extent assignable, all rights under all contracts, “Leases”(as defined in Section 3.8), agreements, covenants, options, guarantiesand other similar arrangements related to the Business to which any Seller is aparty or to which any of its assets are subject, whether oral or written,express or implied, including, without limitation, all non-solicitation andnon-disclosure covenants in favor of Sellers (notwithstanding anything to thecontrary herein, no representation or warranty regarding such non-solicitation,non-disclosure covenants, employment agreements or other matters referenced inthis clause is given in this Section 1.1(d)), but specifically excludingthe agreements set forth in *Schedule 1.2(b) *(allof the foregoing being referred to collectively as the “*Assumed Contracts*”);

(e)    to the extent assignable (but Purchaser is aware that most, andperhaps all of the following are not assignable), all licenses, approvals,permits, registrations and other similar rights obtained from governmentalagencies or authorities (and all applications therefore) (collectively, the “*Licenses*”), but each Sellerand Member Guarantor shall have no liability of any nature whatsoever toPurchaser or its assignees for the non-assignment of such Licenses or theinability of the Purchaser or its affiliates to obtain comparable licenses;

(f)    all “IntellectualProperty” (as defined in Section 3.10(a));

(g)    all records, files, correspondence, data, plans, trainingmaterials, marketing materials, recorded knowledge and information used in theBusiness or required to continue the Business as it is currently beingconducted (collectively, the “*Records*”);

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(h)   all claims,refunds, causes of action, chooses-in-action, rights or recovery, rights ofset-off, charge-offs, and rights of recoupment related to the Business, whetherarising before or after the Closing Date;

(i)    allgoodwill associated with the Business; and

(j)     all othertangible and intangible assets of any kind or description, wherever located,that are owned or used by Sellers in connection with the operation of theBusiness as of the Closing Date other than the Excluded Assets.

1.2   ***Excluded Assets.*****  **Only the following assets as of the Closing Date ofSellers (the “*Excluded Assets*”)are being retained by Sellers and not sold to Purchaser, and are and shall befree of any interest of Purchaser (other than with respect to claims made byPurchaser pursuant to Article 10), pursuant to this Agreement:

(a)    any rightsrelating to the “Excluded Liabilities” (as defined in Section 1.4);

(b)   all ofSellers’ rights under the contracts, agreements, covenants, options, guarantiesand similar arrangements listed on *Schedule 1.2(b)*,including all non-competition and employment agreements between a Seller andany employee of Sellers;

(c)    anyemployee benefit plans and all assets, amendments, documents and financialmatters relating thereto or associated trusts maintained by Sellers;

(d)   all assets used exclusively by (i) the small-loan business ofFASFinancial, LLC, an affiliate of First American Holding, and (ii) thetax preparation and tax refund business of First American Tax Services, LLC, anaffiliate of First American Holding (collectively, the “*Excluded Businesses*”),or used by the Excluded Businesses and set forth on *Schedule 1.2(d) *(eventhough they are listed as assets of the Sellers on their financial statements),including the computers and printers used by the Excluded Businesses; *provided*, *however* thateach store of Sellers shall have sufficient computers and printers to carry onthe Business after the Closing as conducted prior to the Closing;

(e)    all cashand cash equivalents in excess of the amounts set forth in Section 1.1(a);

(f)    all equityinterests in each of the Sellers, each Seller entity and the Adjusted PurchasePrice (as defined in Section 1.7(c)) and other consideration or items tobe received by the Sellers and Member Guarantors in connection with thisAgreement;

(g)    to the extent not purchased by Purchaser pursuant to Section 1.6(b),the assets used exclusively by First American Georgia (the “*Georgia Business*”);

(h)   thoseassets and properties listed on *Schedule 1.2(h)*;and

(i)    theinsurance policies of Sellers and the prepaid premiums under such policies.

1.3   ***Assumed Liabilities.*****  **It is understood and agreed that Purchaser shall notassume or become liable for the payment of any debts, liabilities, losses,charge-backs, accounts payable, bank indebtedness, mortgages, leases or otherobligations of Sellers, whether the same are known or unknown, now existing orhereafter arising, of whatever nature or character, whether absolute orcontingent, liquidated or disputed, except for the following obligations setforth in Section 1.3(a) and Section 1.3(b) (the “*Assumed Liabilities*”),and Purchaser agrees that, at Closing, it shall assume, pay, perform anddischarge pursuant to the “Assumption Agreement” referred to in Section 7.5(c) theAssumed Liabilities in accordance with their respective terms:

(a)    all “Current Liabilities” (as defined in Section 1.7(a)) ofSellers relating to the Business (including all accounts payable but excludingall Current Liabilities associated with the Excluded Assets), and incurred onor prior to the Closing Date but (i) only to the extent that suchliabilities are 

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reflectedon such Seller’s consolidated balance sheet dated as of February 29, 2004 and delivered to Purchaser prior to thedate of this Agreement (the “*LatestBalance Sheet*”); or (ii) if such liabilities are incurredafter the date of the Latest Balance Sheet, only to the extent such liabilitiesare either (A) reflected on the Final Working Capital Statement, (B) incurredas a result of the conduct of the Business in the ordinary course and consistentwith Sellers’ past practice, (C) consistent with amounts historicallyincurred by such Seller, and (D) incurred in compliance with the terms of thisAgreement or (X) not to the Knowledge of the Sellers known in time to beincluded in the Final Working Capital Statement, (Y) incurred as a result ofthe conduct of the Business in the ordinary course and consistent with Sellers’past practice, and (Z) incurred in compliance with the terms of this Agreement;and

(b)   allliabilities and obligations arising on or after the Closing Date (but excludingany liabilities or obligations arising from any acts or omissions of Sellers,including, without limitation, any breach of contract, breach of warranty orviolation of laws, occurring prior to the Closing Date) under or pursuant toAssumed Contracts, including but not limited to, all Leases and Licenses.

1.4   ***Excluded Liabilities.*****  **Notwithstanding anything else contained herein to thecontrary, all liabilities and obligations of Sellers (whether known or unknown,liquidated or unliquidated, contingent or fixed) other than the AssumedLiabilities (the “*ExcludedLiabilities*”), shall remain the liabilities and obligations ofSellers, and shall not be assumed by Purchaser pursuant hereto (regardless ofwhether any such liabilities or obligations are disclosed in this Agreement). EachSeller hereby agrees that it shall fully and timely pay, perform and dischargeall of the Excluded Liabilities in accordance with their respective terms. Withoutlimiting the generality of the foregoing, Excluded Liabilities of Sellersinclude the following:

(a)    anyliability or obligation of any Seller arising under any Assumed Contract,Lease, License or other agreement as a result of any act or omission occurringprior to the Closing Date;

(b)   anyliability or obligation related to the Excluded Assets;

(c)    anyliability or obligation for any Taxes owed by any Seller or arising inconnection with the consummation of this Agreement and the transactionscontemplated hereby, unless otherwise provided in this Agreement;

(d)   anyliability or obligation of Sellers for costs and expenses incurred inconnection with this Agreement and the transactions contemplated hereby;

(e)    anyliability or obligation of Sellers under or in connection with any action,suit, proceeding or investigation arising out of acts, omissions or eventsoccurring prior to the Closing Date, including, but not limited to, claims oractions pursuant to any statutes and regulations with respect to short-termloans, usury statutes, the Equal Credit Opportunity Act and Regulation Bpromulgated thereunder, the federal Truth-in-Lending Act and Regulation Zpromulgated thereunder, the federal Fair Credit Reporting Act, the FederalTrade Commission’s Rule on Credit Practices, and any other federal,foreign, state or local statute, law, ruling, or ordinance; *provided*, *however*, thatall such actions, proceedings, suits, and investigations arising out of anyacts, omissions or events occurring on or after the Closing Date relating tothe Acquired Assets or the Business or any activity, form or aspect thereofshall be the sole obligations of the Purchaser, except as set forth in Section 3.11(a)(ii);

(f)    all costs, fees and other amounts of Sellers in connection withthe existing lawsuits filed against First American Georgia and as moreparticularly described on *Schedule 1.4(f) *(the“*Georgia Lawsuits*”);

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(g)    anyliability or obligation of Sellers relating to any breach of contract, breachof warranty, tort, infringement or violation of law arising out of acts,omissions or events occurring prior to the Closing Date, except as set forth in*Schedule 1.4(g)*;

(h)   anyliability or obligation of Sellers to any employee as a result of thistransaction and any liability or obligation under or in connection with anyemployee benefit plan, policy or practice, or any employment agreement,collective bargaining agreement or severance agreement except as set forth in *Schedule 1.4(h)*;

(i)    anyliability or obligation of Sellers to indemnify any person by reason of thefact that such person was an employee, officer, director, manager or agent ofSellers (or such person was serving in any such capacity of any other entity atthe request of any Seller) prior to the Closing Date; and

(j)     anyliability or obligation relating to any loan, line of credit, guaranty or otherindebtedness of Sellers not assumed by Purchaser pursuant to Section 1.3.

1.5   ***Closing.*****  **Thetransactions contemplated by this Agreement shall be consummated at a closing(the “*Closing*”)to be held at the offices of Greenebaum Doll & McDonald, PLLC, locatedat 101 South Fifth Street, 3500 National City Tower, Louisville, Kentucky, at10:00 a.m., local time, on (a) the second business day following thelast to be fulfilled or waived of the conditions set forth in Articles 6 and 7,or (b) such other time, date or place as Purchaser and the “SellerRepresentative” (as defined in Section 9.6) shall mutually agree to inwriting, but not later than the “Termination Date” (as defined in Section 8.1(e)).The date on which the Closing occurs is hereinafter referred to as the “*Closing Date*.”

1.6   ***Purchase Price*.**

(a)    Upon the terms and subject to the conditions set forth in thisAgreement, Purchaser shall pay a total purchase price for the Acquired Assets(the “*Purchase Price*”)equal to $108,105,000, subjectto adjustment as set forth in Section 1.7 below and payable as set forthin Section 1.8 below, plus the assumption of the Assumed Liabilities.

(b)   Upon (i) writtennotice delivered by Purchaser to the Seller Representative on or prior to April 16,2004, or (ii) fifteen (15) days after written notice is delivered bySellers to Purchaser stating its good faith belief that the Proposed GeorgiaLaw (as defined in Section 3.6(b)) is likely to be signed by the Governorof the State of Georgia, this Agreement shall terminate solely with respect tothe Acquired Assets, Assumed Liabilities, Assumed Contracts and employeesrelating to the Georgia Business, and in such event the assets relating to theGeorgia Business and all provisions in this Agreement relating to FirstAmerican Georgia and the Georgia Business shall become Excluded Assets, thePurchase Price shall be reduced by $14,000,000 to $94,105,000, the dollarescrow amounts set forth in Section 1.8(a), the capitalization ofPurchaser referenced in *Schedule 9.11*and the limitations set forth in Article 10 shall be reducedproportionately, and there shall be a Trademark License Agreement for FirstAmerican Holding and Services Agreement for First American Georgia (asreferenced in Section 7.7), and the Parties hereto shall agree in goodfaith on the adjustments that are appropriate with respect to Net WorkingCapital and Target Working Capital so that Current Working Capital and CurrentLiabilities pertaining to the Georgia Business are excluded. Notwithstandinganything to the contrary, to the extent the assets and liabilities of theGeorgia Business are excluded pursuant to this Section 1.6(b), neitherSellers, Member Guarantors nor First American Georgia shall be liable to thePurchaser for anything pertaining to this Agreement with respect to such assetsor liabilities of the Georgia Business (except for those items referenced in Section 9.10)and the term “Business” shall exclude any operations in the State of Georgia. Tothe extent the assets and liabilities of First American Georgia are not purchasedpursuant to this Agreement, First American Georgia shall not be a Seller andall references in this Agreement to the 

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Georgia Business, and allrepresentations, warranties and covenants relating to the Georgia Business,shall be deemed to be modified to reflect the intent of this Section 1.6(b).

1.7   ***Adjustments to Purchase Price*.**

(a)    Forpurposes of this Section 1.7,

(i)          the term “*Net Working Capital*” means (A) the aggregate amountof the “Current Assets” (as hereinafter defined) of Sellers (excluding theCurrent Assets of First American Oklahoma) less (B) the “CurrentLiabilities” (as hereinafter defined) of Sellers (excluding the CurrentLiabilities of First American Oklahoma), both determined as of 11:59 p.m.,Atlanta, Georgia time, on the Closing Date in accordance with United States ofAmerica’s generally accepted accounting principles consistently applied (“*GAAP*”) and without giving effect tothe transactions contemplated by this Agreement;

(ii)        the term “*Current Assets*” means those assets of the type listed onPart I of *Schedule 1.7;*

(iii)       the term “*Current Liabilities*” means those liabilities of the typelist on Part II of *Schedule 1.7*hereto; and

(iv)        the term “*Target Working Capital*” means the NetWorking Capital of the Sellers (excluding First American Oklahoma) in an amountequal to $11,055,000.

(b)   No more than ten days prior to the Closing Date, the “SellerRepresentative,” as defined in Section 9.6, and the Purchaser shalljointly prepare, or cause to be prepared, a statement (the “*Estimated Closing WorkingCapital Statement*”), which shall set forth a good faith andreasonable itemized calculation of the estimated Current Assets, CurrentLiabilities and Net Working Capital (the “*Estimated Working Capital*”). At the Closing, if theEstimated Working Capital is less than the Target Working Capital, then thePurchase Price shall be decreased by the difference between the EstimatedWorking Capital and the Target Working Capital. At the Closing, if theEstimated Working Capital as reflected on the Estimated Closing Working CapitalStatement is greater than the Target Working Capital, then the Purchase Priceshall be increased by the difference between the Estimated Working Capital andthe Target Working Capital.

(c)    The Purchase Price, after giving effect to the adjustmentsprovided for in Section 1.7(b) shall be referred to herein as the “*Adjusted Purchase Price*.”

(d)   Within 60 days after the Closing Date, Purchaser shall prepare, orcause to be prepared, and deliver to the Seller Representative a statement (the“*ActualClosing Working Capital Statement*”) which shall set forth anitemized calculation of the Current Assets, the Current Liabilities and theactual Net Working Capital (the “*Actual Closing Working Capital*”). The Actual ClosingWorking Capital Statement shall be prepared in accordance with GAAP.

(e)    The Seller Representative and its accountants shall have 30 daysafter its delivery to review the Actual Closing Working Capital Statement. TheSeller Representative shall have access to the work papers of Purchaser and itsaccountants used in preparing the Actual Closing Working Capital Statement. IfSeller Representative determines that the Actual Closing Working Capital hasnot been calculated in accordance with Section 1.7(a) above, theSeller Representative shall inform Purchaser in writing (an “*Objection*”), setting forth a specific description of thebasis of the Objection and an Actual Closing Working Capital Statementreflecting the adjustments to the amount of the Actual Closing Working Capitalwhich the Seller Representative believes should be made, which Objection mustbe delivered to Purchaser on or before the last day of such 30 day period. Purchaserand the Seller Representative shall then have 30 days to attempt in good faithto reach an agreement with respect to any disputed matters in respect of theActual Closing Working Capital. In reviewing any 

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Objection,Purchaser and its accountants shall have reasonable access to the work papersof the Seller Representative and its accountants. If Purchaser and the SellerRepresentative are unable to resolve all of their disagreements with respect tothe determination of the foregoing items within said 30-day period, they shallsubmit their respective prepared Actual Closing Working Capital Statement toone of the “Big Four” accounting firms, or such other accounting firm, as thePurchaser and Seller Representative shall agree, provided, that such accountingfirm has not provided any services to Sellers or Purchaser within the lasttwenty-four months and does not anticipate providing such services to Sellersor Purchaser in the next twelve months (the “*Audit Firm*”). The Audit Firm shall, acting as an expertand not as an arbitrator, determine in accordance with this Agreement, and onlywith respect to the remaining differences so submitted, whether and to whatextent, if any, the Actual Closing Working Capital Statement requiresadjustment. The Parties shall direct the Audit Firm to use all reasonableefforts to render its determination within 30 days after such submission. TheAudit Firm’s determination regarding any such adjustment shall be conclusiveand binding upon Purchaser and the Sellers. The Party with the greatestdifference between its calculated amount and the adjusted amount finallydetermined by the Audit Firm shall solely bear the fees and disbursements ofthe Audit Firm in rendering its determination. Purchaser and the SellerRepresentative shall make readily available to the Audit Firm all relevantbooks and records and any work papers (including those of the Parties’respective accountants) relating to the Actual Closing Working CapitalStatement and all other items reasonably requested by the Audit Firm. The “*Final Working CapitalStatement*” shall be deemed to be (i) the Actual ClosingWorking Capital Statement if no Objection is delivered by during the 30 dayperiod specified above, or (ii) if an Objection is delivered by the SellerRepresentative, the Actual Closing Working Capital Statement, as adjusted byeither (A) the agreement of the Parties or (B) the Audit Firm.

(f)    If theActual Closing Working Capital as reflected on the Final Working CapitalStatement is less than the Estimated Working Capital, then the differencebetween such Actual Working Capital and the Estimated Working Capital, plusinterest at the prime rate (as set forth in the “Money Rates” section of *The Wall Street Journal*) on such amount from the ClosingDate through the date of payment, shall be paid by Sellers to Purchaser withinten (10) days after the final determination of the Final Working CapitalStatement. If the Actual Working Capital as reflected on the Final WorkingCapital Statement is greater than the Estimated Working Capital, then thedifference between such Actual Working Capital and the Estimated WorkingCapital, plus interest at the prime rate (as set forth in the “Money Rates”section of *The Wall Street Journal*) on such amountfrom the Closing Date through the date of payment, shall be paid by Purchaserto the Seller Representative, on behalf of each Seller, within ten (10) daysafter the final determination of the Final Working Capital Statement. Purchaserand Sellers hereby agree that any payment made pursuant to this paragraph (f) shallbe treated for “Tax” (as defined in Section 3.17(g)(i) purposes as adecrease or increase, as the case may be, of the Adjusted Purchase Price.

(g)    NotwithstandingSection 10.4(b), if it is determined that the Final Working CapitalStatement should have, in accordance with the terms of this Agreement, includedor excluded an amount(s) in such Final Working Capital Statement within two (2) yearsfollowing the Closing Date, then if the aggregate sum of such amounts isgreater than $50,000 then the full amount shall be paid to the appropriateparty.

1.8   ***Payment of Purchase Price*.****  **Atthe Closing, Purchaser shall pay the Adjusted Purchase Price in the followingmanner:

(a)    deposit in escrow with the Escrow Agent (“*Escrow Agent*”), which shall be either SunTrust Bank,National City Bank, NA or BankOne, NA and as identified in the form of EscrowAgreement to be mutually agreed to by the Parties (the “*Escrow Agreement*”),$9,652,232*,*with an amount to be disbursed to the Seller Representative 135 days after theClosing Date such that $3,860,894 shall 

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remain inescrow and disbursed to the Seller Representative twenty-four months after theClosing Date, and in each instance such disbursements shall be made inaccordance with the terms and conditions of the Escrow Agreement; *provided*, *however*, thatto the extent a written claim which is permitted by this Agreement has beenmade by Purchaser prior to such 135-day period, the amount in question and setforth in such written claim shall not be disbursed to the Seller Representativeuntil finally resolved pursuant to the terms of this Agreement;

(b)   pay orcause to be paid to the Seller Representative, on behalf of each Seller (inaccordance with the amounts and percentages set forth on *Schedule 2*),the aggregate amount of the Adjusted Purchase Price remaining after givingeffect to paragraph (a) of this Section 1.8.

All amounts paid pursuant to this Section 1.8shall be via wire transfer of immediately available Federal Reserve funds to anaccount to be designated in writing by the Seller Representative.

1.9   ***Contracts Not Transferable*.**

Notwithstanding anyprovision of this Agreement to the contrary, nothing in this Agreement shall bedeemed to constitute an agreement to transfer or assign any Assumed Contract ifan attempted transfer or assignment, without the consent of any person, entityor governmental or regulatory authority, would constitute a breach thereof orin any way adversely affect the rights of Purchaser or the Sellers thereunder. EachSeller and Purchaser shall use its commercially reasonable efforts to obtainany consents or waivers required to assign to Purchaser all rights, benefitsand interests under each Assumed Contract without any conditions to suchtransfer or changes or modifications of the terms thereunder (including pricingterms), or make available to Purchaser the practical benefit of any suchAssumed Contract) as permitted by the terms thereof, in a manner to permit theBusiness to be conducted in all material respects as currently conductedfollowing the Closing; *provided*, *however*, that the assignment of any agreement may (but isnot required to) include a full or partial release of all obligations of theSellers from any such agreement.

**ARTICLE2INDIVIDUAL REPRESENTATIONS AND WARRANTIESOF THE MEMBER GUARANTORS**

Each MemberGuarantor hereby severally as to itself only (based on and limited to such MemberGuarantor’s percentage listed in *Schedule 2*)and not jointly,represents andwarrants to Purchaser that, as of the date of this Agreement and as of theClosing Date:

2.1   ***Organization and Good Standing.******  ***If suchMember Guarantor is a corporation or limited liability company, as the case maybe, that it is duly incorporated, formed or organized, validly existing and ingood standing under the laws of the state of its incorporation, formation ororganization, as the case may be. Each such Member Guarantor which is acorporation or limited liability company, as the case may be, has the necessarycorporate or limited liability company power and authority to carry on itsbusiness as it is now being conducted.

2.2   ***Power and Authority.*****  **Such Member Guarantor has the requisite power andauthority to enter into this Agreement, to perform its obligations hereunderand to consummate the transactions contemplated hereby.

2.3   ***Due Execution; Binding Effect.*****  **This Agreement, and each other certificate,agreement, document or instrument to be executed and delivered by such MemberGuarantor in connection with the transactions contemplated by this Agreement,has been or will be, as applicable, duly and validly executed and delivered bysuch Member Guarantor and, assuming the due authorization, execution anddelivery hereof and thereof by the other parties thereto, constitutes or willconstitute, as applicable, a legal, valid and binding obligation of such MemberGuarantor, enforceable against such Member Guarantor in accordance with itsterms.

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2.4   ***No Violation; Consents.*****  **Except for consents of, notices to, or filings with,the Federal Trade Commission and the Department of Justice pursuant to the HSRAct (as defined herein) and except as set forth in *Schedule 3.4*,the execution, delivery and performance by such Member Guarantor of thisAgreement, and each other certificate, agreement, document or instrument to beexecuted and delivered by such Member Guarantor in connection with thetransactions contemplated by this Agreement, the consummation of thetransactions contemplated hereby and thereby, and the fulfillment of andcompliance with the terms and conditions hereof and thereof, do not and willnot, with or without the passing of time or the giving of notice, or both:

(a)    violate orconflict with any provision of the organizational documents of such MemberGuarantor, as applicable;

(b)   breach orotherwise constitute or give rise to a default under, result in the loss of anybenefit under or permit the acceleration of any obligation under any contract,commitment or other obligation to or by which such Member Guarantor is a partyor is bound;

(c)    violateany statute, ordinance, law, rule, regulation, judgment, order or decree of anycourt or other governmental or regulatory authority to which such MemberGuarantor is subject; or

(d)   require anyconsent, approval, order or authorization of, notice to, or filing, recording,registration or qualification with any person, entity, court or governmental orregulatory authority.

2.5   ***No Amounts Owed to Member Guarantors.*****  **No Seller owes or is obligated to pay such MemberGuarantor any amount, and such Member Guarantor has no claim of any kindagainst any Seller or any affiliate, employee, officer, director or manager ofany Seller, in either case, for which Purchaser shall become liable or forwhich the Acquired Assets will be subject to any Lien.

**ARTICLE3REPRESENTATIONS AND WARRANTIES OF THE SELLERS**

Each of theSellers, jointly and severally, hereby represents and warrants to Purchaserthat as of the date of this Agreement and as of the Closing Date:

3.1   ***Organization and Good Standing.*****  **Each Seller is a corporation or limited liabilitycompany, as the case may be, duly incorporated, formed or organized, validlyexisting and in good standing under the laws of the state of its incorporation,formation or organization, as the case may be. Seller has the necessarycorporate or limited liability company power and authority to carry on itsBusiness as it is now being conducted and to own and lease the properties andassets it now owns and leases. *Schedule 3.1*sets forth a true, correct and complete list of all jurisdictions in which eachSeller is operating its Business, and each Seller is duly qualified or licensedto transact Business and is in good standing as a foreign company in eachjurisdiction where the character of its activities requires such qualification.

3.2   ***Power and Authority.*****  **Each Seller has the requisite power and authority toenter into this Agreement and each other certificate, agreement, document orinstrument to be executed and delivered by it in connection with thetransactions contemplated by this Agreement, to perform its obligationshereunder and thereunder and to consummate the transactions contemplated herebyand thereby. The execution, delivery and performance by each Seller of thisAgreement and each other certificate, agreement, document or instrument to beexecuted and delivered by it in connection with the transactions contemplatedby this Agreement, and the consummation of the transactions contemplated herebyand thereby, have been duly authorized by all necessary corporate or otheraction, and no other corporate or other proceedings on the part of any Sellerare necessary to authorize the execution, delivery and performance of thisAgreement and each other certificate, agreement, document or instrument to beexecuted and delivered by it in connection with the transactions contemplatedby this Agreement.

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3.3   ***Due Execution; Binding Effect.*****  **This Agreement and each other certificate, agreement,document or instrument to be executed and delivered by each Seller inconnection with the transactions contemplated by this Agreement, have been orwill be, as applicable, duly and validly executed and delivered by each Sellerand, assuming the due authorization, execution and delivery hereof and thereofby each other party hereto and thereto, each constitutes or will constitute, asapplicable, a legal, valid and binding obligation of each Seller, enforceableagainst each Seller in accordance with its terms.

3.4   ***No Violation; Consents.*****  **Except for consents of, notices to, or filings with,the Federal Trade Commission and the Department of Justice pursuant to theHart-Scott-Rodino Antitrust and Improvement Act of 1976, as amended (the “*HSR Act*”), and except as set forthon *Schedule 3.4*, the execution, deliveryand performance by Sellers of this Agreement, and each other certificate,agreement, document or instrument to be executed and delivered by it inconnection with the transactions contemplated by this Agreement, theconsummation of the transactions contemplated hereby and thereby, and thefulfillment of and compliance with the terms and conditions hereof and thereofdo not and will not, with or without the passing of time or the giving ofnotice, or both:

(a)    violate orconflict with any provision of the Certificate of Formation, the OperatingAgreement or other organizational document, as the case may be, of any Seller;

(b)   breach orotherwise constitute or give rise to a default under, result in the loss of anybenefit under or permit the acceleration of any obligation under any contract,commitment or other obligation to or by which any Seller is a party or isbound;

(c)    violateany statute, ordinance, law, rule, regulation, judgment, order or decree of anycourt or other governmental or regulatory authority to which any Seller issubject; or

(d)   require anyconsent, approval, order or authorization of, notice to, or filing, recording,registration or qualification with any person, entity, court or governmental orregulatory authority, other than “Leases” pursuant to the “Leased Real Property”(as defined in Section 3.8) which require consent to assign.

3.5   ***Subsidiaries*.**

No Seller has any subsidiaries other than thesubsidiaries listed on *Schedule 3.5*. Exceptfor such subsidiaries listed on *Schedule 3.5*,Seller (i) does not own or control any securities or own other investmentsin any person or entity; and (ii) is not a participant in any jointventure, partnership or similar arrangement.

3.6   ***Financial Statements*.**

(a)    *Schedule 3.6(a) *sets forth (i) theaudited financial statements of First American Holding for the years ended December 31,2000, 2001, and 2002, (ii) the unaudited financial statements of FirstAmerican Holding for the year ended December 31, 2003, and (iii) theunaudited financial statements of First American Holding for the two monthperiod ended February 29, 2004(collectively,the “*Initial FinancialStatements*”). Except as set forth in *Schedule3.6(b)*, the Initial Financial Statements were prepared in accordancewith GAAP, may be reconciled with the books and records of First AmericanHolding, and fairly present in all material respects the financial condition ofFirst American Holding as of the dates indicated therein and the results ofoperations of First American Holding for the periods covered thereby, subjectto the lack of footnote disclosure and changes resulting from normal year-end adjustmentsfor the unaudited financial statements, none of which, in the aggregate, would reasonablybe likely to have a Material Adverse Effect. When delivered to Purchaserpursuant to Section 5.6, the “Final Financial Statements” (as defined in Section 5.6)will have been prepared in accordance with GAAP, will be reconcilable with thebooks and records of First American Holding and will fairly present in allmaterial respects the financial condition of First American Holding as of 

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the datesindicated therein and the results of operations of First American Holding forthe period covered thereby.

(b)   Notwithstanding anything to thecontrary, Sellers and Member Guarantors shall not be liable to the Purchaser orany other person, and Purchaser and its assignees shall have absolutely noclaims against Sellers or the Member Guarantors, for a breach of this Section 3.6whether through Article 10 or otherwise, for the manner or year in whichSellers have booked (or not booked, as the case may be) or reserved (or not reserved,as the case may be) any liabilities or expenses relating to changes in or newlaws or interpretations of such laws (including, but not limited to, statutes,ordinances, regulations, administrative proceedings, lawsuits, interpretationsby any regulatory agency or any similar actions causing such changes in laws,new laws or changes in interpretations), judicial or administrative judgments(including, but not limited to, the Georgia Lawsuits and Georgia HouseSubstitute to Senate Bill 157 or any related or similar bill which prohibitsthe Bank Model (as defined herein) in Georgia (the “*Proposed Georgia Law*”),arbitration decisions, rulings, orders, any changes affecting the industry ofthe Business in general (the “*Industry*”),and the like, regardless whether pending as of the date of this Agreement orarising after the date of this Agreement; *provided*, *however*, that this Section 3.6(b) shall notrelieve Sellers from disclosing to Purchaser the matters described in this Section 3.6(b) tothe extent required pursuant to Section 5.8.

3.7   ***No Undisclosed Liabilities.*****  **Except as set forth in *Schedule 3.7*,Sellers do not have any indebtedness, liability, or obligation of any naturethat is required by GAAP to be reflected on a balance sheet except (a) thosereflected in the Latest Balance Sheet of First American Holding, or (b) liabilitiesincurred since the date of the Latest Balance Sheet in the ordinary course ofBusiness consistent with such Sellers’ past practices. Sellers do not have anyobligations (absolute or contingent) to provide funds on behalf of, or toguarantee or assume any debt, liability or obligation of, any person or entitythat will be an Assumed Liability or result in a Lien on the Acquired Assets.

3.8   ***Real Property.*****  **Seller does not own any real property. *Schedule 3.8(a) *sets forth a correct and complete listof the real property leased by each Seller (the “*Leased Real Property*”), and Seller has previouslydelivered (or will have delivered within 20 days after the date of thisAgreement) to Purchaser a true and complete copy of all its real propertyleases and agreements in respect of the Leased Real Property (collectively, the“*Real Property Leases*,”and together with the leased personal property, the “*Leases*”). Except as set forth on *Schedule3.8(b)*, Seller holds an unencumbered interest in the leaseholdestate of all such Leased Real Property and is not a party to any oral leasesin respect thereof. None of such Leased Real Property is carried as an asset onthe books of Seller other than as leasehold improvements. None of such LeasedReal Property is subject to any easement, right of way, grant, building or userestriction, exception, reservation, limitation or other impediment, except aswould not reasonably be likely, in the aggregate, to have a Material AdverseEffect on the Business, and the Sellers currently enjoy peaceful andundisturbed physical possession of all such Leased Real Property. Seller doesnot use or have any interest in any real property, other than the Leased RealProperty. Seller is not in material violation of any zoning, building or safetyordinance, regulation or requirement or other law or regulation applicable tothe operation of the Leased Real Property.

3.9   ***Title to Assets*.**

(a)    Except for the Leased Real Property, the leased tangible propertyset forth on *Schedule 3.9(a)(1) *(the“*Leased Personal Property*”),and any licensed Intellectual Property, Seller owns all of the Acquired Assets,free and clear of any and all Liens other than (i) Liens for Taxes not yetdue or in default and payable without penalty and interest; (ii) Liensfully reflected or reserved against in the Latest Balance Sheet; and (iii) Liensto be discharged by Seller on or prior to Closing (which are set forth on *Schedule 3.9(a)(2))*. There are no existing or proposedagreements, options, commitments or rights with, of or to any person orgovernmental authority to acquire or to condemn, 

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expropriateor otherwise take without payment any of the Acquired Assets or any interesttherein, and all of the tangible personal property included in the AcquiredAssets are in good repair and operating condition in all material respects(normal wear and tear excepted). Seller has heretofore delivered (or will havedelivered within 20 days after the date of this Agreement) to Purchaser a trueand complete copy of all Leases and agreements in respect of the LeasedPersonal Property, and, except as set forth on *Schedule3.9(a)(3)*, Seller holds an unencumbered interest in the leaseholdestate of all such Leased Personal Property and is not a party to any oralleases in respect thereof. None of such Leased Personal Property is carried asan asset on the books of Seller. None of the Acquired Assets are subject to anysublease, license or grant of any rights thereto to any third party, other thanas set forth in *Schedule 3.9(a)(4)*.

(b)   Except asset forth on *Schedule 3.9(b)(1),* the AcquiredAssets constitute all assets and properties necessary to permit Sellers toconduct the Business in accordance with such Seller’s past practices. *Schedule 3.9(b)(2) *sets forth a complete list of allassets that are shared by Seller and any of the Excluded Businesses.

3.10   ***Intellectual Property*.**

(a)    *Schedule 3.10(a) *contains a correct and completedescription of all “Registered Intellectual Property” (as defined herein).

(b)   *Schedule 3.10(b) *contains a correct and completedescription of all “Intellectual Property” licensed to any Seller from a thirdparty or licensed by any Seller to a third party.

(c)    Except asset forth on *Schedule 3.10(c)*:

(i)          Seller owns good, valid, legal and beneficial title to, or,with respect to Intellectual Property licensed to Seller, a valid right to use,all of the Intellectual Property, free and clear of any and all Liens;

(ii)        No royalty, payment or other fee isrequired to be paid by Seller to any individual, entity or governmentalauthority in respect of the use of any of the Intellectual Property;

(iii)       Sellers have the exclusive right to theiruse of all of the Intellectual Property owned by Sellers and have not grantedany license or other rights to any person or entity in respect of theIntellectual Property;

(iv)        There are no restrictions on the abilityof Sellers (or any successor to or assignee from Seller) to use and exploit anyor all of Seller’s rights in the Intellectual Property owned by Seller;

(v)         To the Knowledge of Sellers, all statements contained in allapplications prepared by Seller for the registration of any IntellectualProperty were, are and will be, as the case may be, true, correct and complete;

(vi)        The current and past conduct of theBusiness of Sellers and the use by Sellers of the Intellectual Property do notinfringe, and Sellers have not received, and, to Sellers’ Knowledge, no fact orcircumstance exists which could give rise to, any notice, demand, action,proceeding, complaint, threat or claim alleging infringement of, any patent,trademark, trade name, trade secret, obligation of confidence or otherproprietary, contract or intellectual property right of any individual, entityor governmental authority;

(vii)      There is no claim or demand of any personor entity pertaining to, or any proceeding which is pending or, to theKnowledge of Sellers, threatened that challenges the rights of Sellers inrespect of any Intellectual Property and none of the Intellectual Property issubject to any 

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outstanding order,ruling, decree, judgment or stipulation by or with any court, tribunal,arbitrator or governmental or regulatory authority;

(viii)     To Sellers’ Knowledge, none of the ownedIntellectual Property of such Sellers is being infringed by any other person orentity; and

(ix)        Sellers are not in breach of anyagreement under which they acquire or have acquired any claim in anyIntellectual Property, and, to Sellers’ Knowledge, no party with whom Sellershave an agreement relating to any Intellectual Property is in breach of suchagreement.

(d)   Forpurposes of this Agreement, the following terms shall have the followingmeanings:

(i)          “*Intellectual Property*” means all intellectual property(other than off-the-shelf software that can be transferred without the consentof any party), whether in existence or under development, owned, held or usedby Seller in the Business, including, without limitation: (i) allinventions, improvements and discoveries, whether or not reduced to practiceand whether or not made the subject of a pending patent application orapplications; (ii) national, regional and multinational statutoryinvention registrations, patents, patent registrations and patent applications(including all reissues, division, continuations, continuations in part,extensions, reexaminations and all foreign counterparts) and all rights thereinprovided by international treaties or conventions and any and all improvementsor enhancements to the inventions disclosed in each such registration, patentor application; (iii) all trademarks, service marks, trade dress, get-up,logos, trade names, domain names and corporate names, and all associatedgoodwill, whether or not registered, including all rights under all trademarkapplications and all trademarks registered in the trademark offices orauthorities of all nations throughout the world, and all rights thereinprovided by international treaties and conventions; (iv) all copyrights(registered or otherwise) and all rights under any registrations andapplications for registration thereof, and all rights therein provided byinternational treaties or conventions; (v) all computer hardware andcomputer software, including source codes, interfaces, operating systems, fileand data models, specifications, data, databases, files, documentation and anyand all other materials related thereto, and all intellectual property rightsin and to any of the foregoing, including any copyrights; (vi) allconfidential information and trade secrets, including formulas, compositionsinventions and conceptions of inventions, whether patentable or unpatentableand whether or not reduced to practice; (vii) all rights to obtain anyrights to apply for patents, and to register trademarks, industrial design andcopyrights or other intellectual property rights; (viii) all rights andbenefits under any license arrangements or agreements with any third partieswhether express, implied or by reason of conduct or nature of trade in respectof any of the foregoing; and (ix) all rights whether arising at law, inequity or by course of conduct, under any agreements under which Seller maymake any claim to any right, title or interest in any of the foregoing orrelated possessory or other proprietary right of any individual, entity orgovernmental authority.

(ii)        “*Registered Intellectual Property*” means all UnitedStates, international and foreign (i) patents and patent applications(including provisional applications); (ii) registered trademarks andservice marks, applications to register trademarks or service marks,intent-to-use applications, other registrations or applications to trademarksor service marks; (iii) registered copyrights and applications forcopyright registration; (iv) any mask work registrations and applicationsto register mask works; and (v) any other Intellectual Property that isthe subject of an application, certificate, filing, registration or otherdocument issued by, filed with, or recorded by, any state, government or otherpublic legal authority to protect or perfect Seller’s rights in suchIntellectual Property other than filings to perfect Liens or other securityinterests in such Intellectual Property.

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3.11   ***Notes and Receivables*.**

(a)    (i)          EachSeller has delivered to Purchaser complete and accurate information in allmaterial respects (either on computer disk or hard copy format) of all receivablesof Seller, including, without limitation, information with respect to agingdated within ten (10) days of the date of the execution of this Agreement.None of Sellers’ receivables have been written off by Sellers since the LatestBalance Sheet, have been factored, pledged, turned over for collection orassigned to any person or third party, other than in the ordinary course ofSellers’ business consistent with past practices, and pledges of receivables toBank One, which shall be discharged by Sellers on or prior to the Closing Date.Provided, however, all the promissory notes receivables created under the bankmodel (the “*Bank Model*”)created pursuant to the agreements described on *Schedule3.11(a) *(the “*BankAgreements*”), are owned by Community State Bank, and not bySellers; *provided*, *however*,that any receivables that may have been assigned by Community State Bank to theSellers in accordance with the Bank Agreements will be assigned to thePurchaser at the Closing.

(ii)        All receivables of Sellers resultingfrom indebtedness of customers of Sellers (but not including the receivablescreated under the Bank Model) included in the Acquired Assets (the “*Business Receivables*”)are valid and at the time of their creation complied in all material respectswith all laws and regulations applicable thereto and pursuant to an agreementthat complied in all material respects with all laws and regulations. Allreceivables created under the Bank Model have been created in accordance withthe Bank Agreements insofar as the acts of Sellers are concerned. None ofSeller’s Business Receivables are subject to any valid defenses, counterclaimsor rights of setoff (including defenses arising out of violations of usurylaws), other than (x) defenses arising out of applicable bankruptcy,insolvency, reorganization, moratorium or other similar laws affecting theenforcement of creditors’ rights in general, and (y) the right of a customer torescind an agreement under applicable law. All Business Receivables of Sellerwere originated in the ordinary course of business and were made pursuant tosuch Seller’s standard customer agreement (other than the employee loans whichhave been disclosed to the Purchaser), which agreements are legal, valid andbinding and enforceable against the account payor in accordance with theirterms. Provided, however, all of the provisions of this Section 3.11(a)(ii) shallbe deemed null and void *ab initio* withrespect to such Business Receivable on the earliest to occur of the date thatsuch Business Receivable is redeemed, paid off, renewed, rolled-over, replacedor resolved pursuant to collection efforts or written off no later than ninety(90) days after the due date of the particular Business Receivable; *provided*, *further*, thatany liability of Sellers to any account debtor or governmental agency or bodyin connection with any Business Receivable shall remain the sole responsibilityof Sellers (or Community State Bank as to the business receivables at the dateof Closing it owns) unless such liability arises as a result of an action,omission or event by the Purchaser after the Closing. All of the BusinessReceivables will be assigned by Sellers to Purchaser at Closing without anywarranty of collectibility, but nevertheless such Business Receivables will besubject to this Section 3.11(a)(ii).

(b)   *Schedule 3.11(b) *hereto sets forth a correct andcomplete list of each note receivable, account receivable and other receivableowned by or due to Seller, including any reserves associated therewith, thatindividually is (i) over $15,000; or (ii) entered outside of theordinary course of such Seller’s Business consistent with its past practices.

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3.12   **Contracts andCommitments.****  ***Schedule 3.12(a) *sets forth a correct and complete listof all material contracts, agreements and commitments that remain in effect orwhich the parties thereto continue to operate under, including, withoutlimitation, all of the following:

(a)    allindentures, security agreements, and other agreements and instruments relatingto the borrowing of money by Seller or the creation of any Lien on the AcquiredAssets;

(b)   all formagreements and form customer contracts that are currently in effect forshort-term consumer loans and all other customer agreements and contracts thatare currently in effect for short-term consumer loans not in accordance withany such form that are still open and not charged off;

(c)    all management agreements, consultingagreements, arrangements or agreements related to temporary services of anykind that require payments, individually, greater than $25,000 annually, andemployment agreements;

(d)   all unionand other collective bargaining agreements;

(e)    allagreements and licenses in respect of the Intellectual Property;

(f)    allcurrent contracts or outstanding commitments relating to the sale by Seller ofany asset other than in the ordinary course of Business consistent with suchSeller’s past practices;

(g)    allagreements for capital expenditures in excess of $25,000 for any singleproject;

(h)   all jointventure agreements;

(i)    allagreements requiring the consent of any party thereto to the consummation ofthe transactions contemplated by this Agreement;

(j)     allLeases in respect of the Leased Real Property and the Leased Personal Property;

(k)   allagreements prohibiting, partially restricting, or otherwise limiting theability of Sellers to compete, solicit customers or otherwise conduct anybusiness anywhere in the world; and

(l)    other than as addressed above and other than utility contracts (“*Utility Contracts*”),all other agreements, contracts and commitments that involve payments of morethan $25,000 in any single year, or that are otherwise material to such Seller.

Except as set forth on *Schedule3.12(b)*, each contract, agreement or commitment listed on *Schedule 3.12(a) *was entered into in the ordinarycourse of business consistent with such Seller’s past practices, is in fullforce and effect, is valid and enforceable in accordance with its terms, andconstitutes a legal and binding obligation of Seller, and, to Seller’sKnowledge, each other party thereto. Seller has neither given nor received, andno fact or circumstance exists which could give rise to, any notice of default,termination or partial termination under any contract or agreement listed on *Schedule 3.12(a) *and included in the Acquired Assets,and there is no existing or continuing default by Seller or, to the Knowledgeof Seller, any other party in the performance or payment of any obligationunder any such contract or agreement, other than defaults by customers of aSeller (and of Community State Bank) in the ordinary course of business, andSellers are in compliance in all material respects with the provisions of eachsuch contract or agreement. Sellers have previously delivered (or will havedelivered within 20 days after the date of this Agreement) to Purchaser acorrect and complete copy of each contract or agreement required to be listedon *Schedule 3.12(a)*.

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3.13   ***Ordinary Course of Business.*****  **Except as set forth on *Schedule3.13*, or as relates to the Georgia Lawsuits or to the ProposedGeorgia Law, since December 31, 2003, each Seller has conducted itsBusiness in the ordinary course consistent with such Seller’s past practices,and, without limiting the generality of the foregoing, since such date:

(a)    eachSeller has not suffered any Material Adverse Effect;

(b)   there hasbeen no destruction or loss of or to any of the Acquired Assets, whether or notcovered by insurance, or any deterioration in the condition of the AcquiredAssets, except in each case, as would not reasonably be likely, in theaggregate, to have a Material Adverse Effect on Sellers other than charge-offsof receivables in the ordinary course of business;

(c)    there hasbeen no sale, transfer or other disposition of any material assets, other thanin the ordinary course of Business consistent with such Seller’s pastpractices;

(d)   the books,accounts and records of Seller have been maintained in the usual, regular andordinary manner in accordance with GAAP;

(e)    there hasbeen no labor dispute, organizational effort by any union, unfair laborpractice charge or employment discrimination charge, nor institution or threatenedinstitution of any effort, complaint or other proceeding in connectiontherewith, involving such Seller;

(f)    there hasbeen no amendment, termination or waiver of any right of Seller under anycontract or agreement material to Sellers or under any governmental license,permit or authorization, other than in the ordinary course of Businessconsistent with such Seller’s past practices;

(g)    there hasbeen no: (i) increase in the compensation, distribution or in the rate ofcompensation, distribution or commissions payable or to become payable bySellers to any “Employees” (as defined in Section 3.21(a)), salesman,independent contractors or agents of Sellers, other than in the ordinary courseof Business consistent with such Seller’s past practices; (ii) increase inany payment of or commitment to pay any distribution, bonus, profit sharing orother extraordinary compensation to any Employee, salesman, independentcontractor or agent of Seller, other than in the ordinary course of Businessconsistent with such Seller’s past practices; or (iii) grant or commitmentto grant any increase in or right to severance or termination pay or any othercompensation, distribution or benefits payable to any Employee upon a change ofcontrol of any Seller; *provided*, *however*, this provision does not apply to any “ExcludedEmployees” (as defined in Section 9.5(a));

(h)   as of thedate of this Agreement, there has been no change in any law or regulationapplicable to Seller in any jurisdiction in which any Seller conducts its Business,except as would not, in the aggregate, have a Material Adverse Effect;

(i)    there hasbeen no Lien created on or in any of the Acquired Assets or assumed by Sellerwith respect to any of the Acquired Assets, other than in the ordinary courseof Business consistent with such Seller’s past practices;

(j)     there hasbeen no creation of, amendment to or contributions, grants, payments oraccruals for or to the credit of any employee of Sellers with respect to anybonus, incentive compensation, deferred compensation, profit sharing,retirement, pension, group insurance or other benefit plan, or any union,employment or consulting agreement or arrangement, other than in the ordinarycourse of business consistent with such Seller’s past practices; and

(k)   Sellershave neither made nor committed to make any capital expenditures, other than inthe ordinary course of business or as contemplated by this Agreement.

3.14   **Litigation.****  **Except as set forth on *Schedule3.14*, there is no litigation, action, suit, arbitration, mediation,hearing or governmental investigation pending or, to the Knowledge of Seller,threatened 

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against Seller (i) whichaffects the legality, validity or enforceability of this Agreement or thetransactions contemplated hereby or which seeks to obtain damages or obtainrelief as a result of the transactions contemplated by this Agreement, or (ii) whichwould reasonably be likely to have a Material Adverse Effect on Sellers or theAcquired Assets. No judgment, award, order or decree has been rendered againstSellers which is still outstanding. Except as set forth in *Schedule3.14*, there is no action or suit by Sellers pending or threatenedagainst any other party, including, without limitation, any action brought bySellers to enforce any non-competition agreement, other than collection actionsby Sellers to collect their (and Community State Bank’s) receivables inaccordance with past practices.

3.15   ***Compliance with Laws; Federal Regulations*.**

(a)    Except asset forth on *Schedule 3.15(a)*, Sellers are incompliance with, and have in the past three years (except for the settledArkansas lawsuits identified on *Schedule 3.14*)complied, in all material respects, with all statutes, laws, rules,regulations, orders, decrees and ordinances applicable to it or the operationof its Business, including, without limitation, applicable local, state andfederal statutes and regulations with respect to short-term loans, usurystatutes, the Equal Credit Opportunity Act and Regulation B promulgatedthereunder, the federal Truth-in-Lending Act and Regulation Z promulgatedthereunder, the federal Fair Credit Reporting Act, the Federal Trade Commission’sRule on Credit Practices, and any statutes or regulations with respect tothe collection of debts, and Sellers have not received written notice of anysuch violation; *provided*, *however*,that other than as specifically provided in Section 3.11(a)(ii), theSellers and the Member Guarantors are not and shall not be responsible orliable to Purchaser or its assignees (i) for the Purchaser’s or itsassignees’ operations of the Business on and after the Closing Date or (ii) fora breach of this Section 3.15(a) as a result of changes in laws orinterpretations of such laws (including, but not limited to, statutes,ordinances, regulations, administrative proceedings, lawsuits, interpretationsby any regulatory agency or any similar actions causing such changes in laws,new laws or changes in interpretations), judicial or administrative judgments(including, but not limited to, the Georgia Lawsuits, Proposed Georgia Law orthreatened lawsuits against other persons in the Industry), arbitrationdecisions, or rulings or orders affecting the Industry in general, and thelike, regardless whether pending as of the date of this Agreement or arisingafter the date of this Agreement; *provided*, *however*, that this Section 3.15(a) shall notrelieve the Sellers from disclosing to the Purchaser those items which arerequired to be disclosed by the Sellers to the Purchaser pursuant to Section 5.8.Except as set forth on *Schedule 3.14 or Schedule3.15(a)*, no Seller has been presently charged with nor has received,any written notice of any adverse proceeding material to Sellers or theBusiness that remains unresolved as of the date of this Agreement. Provided,however, that all provisions of this Section 3.15(a), insofar as isapplicable to Business Receivables, shall be deemed null and void *ab**initio* with respectto each and every Business Receivable on the earliest to occur of the date thatsuch Business Receivable is redeemed, paid off, renewed, rolled-over, replacedor resolved pursuant to collection efforts or written off no later than ninety(90) days after the due date of the particular Business Receivable; *provided*, *further*, thatany liability to any account debtor or governmental agency or body inconnection with a Business Receivable remain the sole responsibility of Sellers(or as to the receivables of Community State Bank at the Closing shall begoverned by the Bank Agreements).

(b)   NeitherSellers nor any of their subsidiaries nor any person or entity controlling,controlled by or under common control with Sellers or any of its subsidiariesis an “investment company” within the meaning of the Investment Company Act of1940, as amended. Neither Sellers nor any of their subsidiaries is an “affiliatedperson” of, or “promoter” or “principal underwriter” for, an “investmentcompany,” as such terms are defined under the Investment Company Act of 1940,as amended.

3.16   ***Permits and Licenses.*****  **Except as set forth on *Schedule3.16(a) *or as a result of changes in laws orinterpretations of such laws (including, but not limited to, statutes,ordinances, regulations, administrative proceedings, lawsuits, interpretationsby any regulatory agency or any similar actions 

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causing such changes inlaws, new laws or changes in interpretations), judicial or administrativejudgments (including, but not limited to, the Georgia Lawsuits and the ProposedGeorgia Law), arbitration decisions, rulings, orders, any changes affecting theIndustry in general, and the like regardless whether pending as of the date ofthis Agreement or arising after the date of this Agreement, each Seller (i) has all materiallicenses, permits, approvals and authorizations required by federal, state andlocal governmental or regulatory authorities which are necessary to conduct theBusiness in a manner consistent with Seller’s past practices, to own or holdunder lease the Acquired Assets it owns or holds under lease and to perform allof its obligations under the agreements to which it is a party, includingwithout limitation, all licenses and regulatory approvals relating to deferredpresentment, deferred deposit, and short-term and other loan transactions; and (ii) isin compliance with all such licenses, permits, approvals and authorizations,except, in each case as would not reasonably be likely to have, in theaggregate, a Material Adverse Effect on any Seller or the Acquired Assets. *Schedule 3.16(b) *sets forth a correct and complete listof all such licenses, permits, licenses, approvals and authorizations and,except as set forth on *Schedule 3.16(b)(1)*,to Sellers’ Knowledge, no suspension, cancellation or imposition of limitationsof any of them is threatened.

3.17   ***Taxes*.****  **Exceptas set forth on *Schedule 3.17(a)*:

(a)    Sellershave timely filed all “Tax Returns” (as hereinafter defined) that it wasrequired to file, all such Tax Returns were correct and complete in allmaterial respects, and all Taxes owed by Seller (whether or not shown on anyTax Return) have been paid. Sellers are not currently the beneficiary of anyextension of time within which to file any Tax Return. To Sellers’ Knowledge,no claim has ever been made by an authority in a jurisdiction where Sellers donot file Tax Returns that they are or may be subject to taxation by thatjurisdiction. There are no Liens on any of the Acquired Assets of Sellers thatarose in connection with any failure (or alleged failure) to pay any Tax.

(b)   Sellershave accrued, withheld or paid to the applicable tax authority all Taxesrequired to have been withheld and paid in connection with amounts paid orowing to any employee, independent contractor, creditor, owner or other thirdparty, and all Form W-2 and 1099 required with respect thereto have beenproperly completed and timely filed.

(c)    No officer(or employee responsible for Tax matters) of Sellers expects any authority toassess any additional Taxes for any period for which Tax Returns have beenfiled. There is no ongoing audit or examination or, to the Sellers’ Knowledge,other investigation by any governmental or regulatory authority of the Taxliability of Seller, and there is no dispute or claim concerning any Taxliability of Seller either (i) claimed or raised by any authority inwriting or (ii) as to which Sellers have Knowledge (or owners or employeesof Sellers responsible for Tax matters has knowledge) based upon personalcontact with any agent of such authority. *Schedule 3.17(b) *listsall federal, state, local, and foreign income Tax Returns filed with respect toSellers for taxable periods ended on or after December 31, 2000, indicatesany Tax Returns since Seller’s formation that have been audited and indicatesany Tax Returns of Seller that currently are the subject of audit. Sellers havedelivered (or will have delivered within 20 days after the date of thisAgreement) to Purchaser correct and complete copies of all income Tax Returns(specifically excluding any lost property Tax Returns), examination reports,and statements of deficiency assessed against or agreed to by such Sellerssince December 31, 2000.

(d)   Sellershave not waived any statute of limitations in respect of Taxes or agreed to anyextension of time with respect to a Tax assessment or deficiency.

(e)    The unpaidTaxes of Sellers (A) did not, as of the most recent fiscal month end,exceed the reserve for Tax liability (rather than any reserve for deferredTaxes established to reflect timing differences between book and Tax income)set forth on the face of the Latest Balance Sheet (rather than in any notesthereto) and (B) do not exceed that reserve as adjusted for the passage oftime 

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through the Closing Datein accordance with the past custom and practice of Seller in filing its TaxReturns.

(f)    None ofthe Assumed Liabilities is an obligation to make a payment that is notdeductible under Code Section 280G. Seller (i) has not been a memberof an affiliated group filing a consolidated federal income Tax Return or amember of any group of entities filing a combined or consolidated Tax Return,other than consolidated Tennessee franchise Tax Returns; (ii) has neverelected to be (or been) taxed as corporation for federal, state, local orforeign tax purposes; and (iii) has no liability for the Taxes of anyindividual or entity under Regulation § 1.1502-6 promulgated under theCode (or any similar provision of state, local or foreign law), as a transfereeor successor, by contract, or otherwise.

(g)    For purposes of this Agreement, the following terms shall havethe following meanings:

(i)          “*Tax*”or “*Taxes*” means any federal,state, local, or foreign income, gross receipts, license, payroll, employment,excise, severance, stamp, occupation, premium, windfall profits, environmental(including Taxes under Code Section 59A), customs duties, capital stock,franchise, profits, withholding, social security (or similar), unemployment,disability, real property, personal property, sales, use, transfer,registration, value added, alternative or add-on minimum, estimated, or othertax of any kind whatsoever, whether computed on a separate or consolidated,unitary or combined basis or in any other manner, including any interest,penalty, or addition thereto, whether disputed or not and including anyobligation to indemnify or otherwise assume or succeed to the Tax liability ofany other person or entity.

(ii)        “*Tax Return*”means any return, declaration, report, claim for refund, or information returnor statement relating to Taxes, including any schedule or attachment thereto,and including any amendment thereof.

3.18   ***Insurance*.****  ***Schedule 3.18* hereto contains a complete list anddescription (including the expiration date, premium amount and coverage thereunder)of all policies of insurance and bonds presently maintained by, or providingcoverage for Sellers or any of its officers, directors, managers or employeesin their capacities as such, together with a complete list of all materialclaims made within the last two (2) years and all pending claims under anysuch policies or bonds, other than claims with respect to health, medical andother similar insurance. Sellers have complied in all material respects withall terms, obligations and provisions of each of such policies and bonds andhave paid all premiums due thereon, and no notice of cancellation with respectthereto has been received by Sellers. To the Knowledge of Sellers, no state offacts exists with respect to which Sellers would file in the ordinary course ofits Business consistent with such Seller’s past practices, but has not filed,any material insurance claim.

3.19   ***Environmental*.**

(a)    Each ofSeller and each Seller’s leasehold interest in the Leased Real Property are andhave been in compliance in all material respects with all “Environmental Laws”(as hereinafter defined);

(b)   To theKnowledge of Sellers, there has been no “Release” (as hereinafter defined) byany Seller at any of the Leased Real Property, or, to the Knowledge of Sellers,at any disposal or treatment facility which received “Hazardous Substances” (ashereinafter defined) generated by or from such Seller and/or the Leased RealProperty;

(c)    No “EnvironmentalAction” (as hereinafter defined) is pending, has been asserted against or, tothe Knowledge of Sellers, is threatened against any Seller;

(d)   To theknowledge of Sellers, the Leased Real Property has not been used as a treatmentor disposal site for any Hazardous Substances during the period of Seller’soperation thereof;

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(e)    EachSeller holds all licenses, permits and approvals required by that Seller by anyregulatory authority under any Environmental Laws in connection with theoperation of the Business;

(f)    Withrespect to Sellers and the Leased Real Property, Sellers are not aware of andhave not received any written notification pursuant to any Environmental Lawsthat (i) any work, repairs, corrective or remedial action, construction orcapital expenditures are required to be made as a condition of continuedcompliance with any Environmental Laws or any license, permit or approvalissued pursuant thereto; (ii) any material license, permit or approvalunder any Environmental Laws is about to be reviewed, made subject tolimitations or conditions, revoked, withdrawn or terminated; or (iii) anyevents, conditions, circumstances, activities, practices, incidents, actions oromissions may interfere with or prevent compliance or continued compliance withany Environmental Law; and

(g)    Sellershave previously delivered (or will have delivered within 20 days after the dateof this Agreement) to Purchaser a copy of all reports, assessments,investigations, permits, correspondence and other documents and informationwhatsoever which relate to the compliance status of such Seller or the LeasedReal Property under any Environmental Laws.

(h)   For thepurposes of this Section 3.19, the following terms shall have thefollowing meanings:

(i)          “*Environmental Action*” means any complaint, summons,action, citation, notice, directive, order, claim, litigation, investigation,request for information, judicial or administrative proceeding or action,judgment, letter or other communication from any person or regulatory authorityinvolving or alleging violations of Environmental Laws or Releases orthreatened Releases of Hazardous Substances.

(ii)        “*Environmental Laws*” means all applicable federal, stateor local laws, statutes, ordinances, rules, regulations, orders, principles ofcommon law, judgments, decrees, permits, licenses or other bindingdeterminations of any regulatory authority, now or hereafter in effect,imposing liability, establishing standards of conduct or otherwise relating topollution or protection of the environment (including, without limitation,natural resources, surface water, groundwater, soils, and ambient air), humanhealth and safety, land use matters or the presence, use, generation,treatment, storage, disposal, Release or threatened Release, transport orhandling of Hazardous Substances.

(iii)       “*Hazardous Substances*” means (a) any substance,material, element, compound, waste or chemical, whether solid, liquid orgaseous which is defined, listed or otherwise classified or regulated in anyway as a “contaminant,” “pollutant,” “toxic pollutant,” “toxic substance,” “hazardoussubstance,” “hazardous waste,” “special waste,” or “solid waste” under anyEnvironmental Laws; (b) petroleum and its refined products; (c) polychlorinatedbiphenyls; (d) radon; and (e) any raw materials, building components(including, without limitation, asbestos-containing materials) and manufacturedproducts containing hazardous substances listed or classified as such under EnvironmentalLaws.

(iv)  “*Release*”means any spilling, leaking, pumping, pouring, emitting, emptying, discharging,injecting, escaping, leaching, seeping, migrating, dumping or disposing of anyHazardous Substances (including the abandonment or discarding of barrels,containers and other closed receptacles containing any Hazardous Substances)into the indoor or outdoor environment.

3.20   ***Employee Benefits*.**

(a)    *Schedule 3.20(a) *lists, withrespect to each Seller and any trade or business (whether or not incorporated)which is treated as a single employer with Seller (an “*ERISA Affiliate*”) within the meaning of Section 414(b),(c), (m) or (o) of the Internal Revenue Code of 1986, as amended (the 

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“*Code*”), all employee benefit plans(as defined in Section 3(3) of the Employee Retirement IncomeSecurity Act of 1974, as amended (“*ERISA*”)with respect to which Seller is a plan sponsor, participating employer, or withrespect to which Employees are participants or eligible to participate, orwhich is required to be aggregated with a Business ERISA Plan for purposes ofnondiscrimination testing under Code Section 410 or 401(k) (each a “*Business ERISA Plan*”).*Schedule 3.20(a) *also separatelylists, with respect to Seller, any plan, benefit, program or arrangement nototherwise a Business ERISA Plan that provides for (i) any supplementalretirement, severance, sabbatical, medical, dental, vision care, disability,employee relocation, cafeteria benefit (Code Section 125) or dependentcare (Code Section 129), life insurance or accident insurance plans,programs or arrangements for the benefit of Employees, (ii) any bonus,pension, profit sharing, savings, deferred compensation or incentive plans,programs or arrangements for the benefit of Employees, and (iii) any otherfringe or employee benefit plans, programs or arrangements that apply toEmployees (all of which, together with the Business ERISA Plans, are referredto herein as the “*BusinessEmployee Plans*”).

(b)   Each Sellerhas previously delivered (or will have delivered within 20 days after the dateof this Agreement) to Purchaser a copy of each of the Business Employee Plansand related plan documents (including trust documents, insurance policies orcontract, employee booklets, summary plan descriptions and other authorizingdocuments, and, to the extent still in its possession, any material employeecommunications relating thereto) and has, with respect to each Business ERISAPlan which is subject to ERISA reporting requirements, provided a copy of themost recent Form 5500 reports filed for the plan.

(c)    AnyBusiness ERISA Plan intended to be qualified under Section 401(a) ofthe Code is qualified, and has either obtained from the Internal RevenueService a favorable determination letter as to its qualified status under theCode, or has applied to the Internal Revenue Service for such a determinationletter. Sellers have also furnished Purchaser with the most recent InternalRevenue Service determination letter issued with respect to each such BusinessERISA Plan, and nothing has occurred since the issuance of each such letterwhich could reasonably be expected to cause the loss of the tax-qualifiedstatus of any Business ERISA Plan subject to Code Section 401(a).

(d)   No BusinessERISA Plan is a “defined benefit plan” (as defined in Section 3(35) ofERISA), and each Seller has no actual or potential liability with respect toany defined benefit plan. Seller is not a party to, has not made a contributionto, and has no liability or potential liability (including, but not limited to,actual or potential withdrawal liability) with respect to any multi-employerplans within the meaning of ERISA Section 4001(a)(3) or any BusinessERISA Plan of the type described in ERISA Section 4063 and 4064 or in CodeSection 413(c). Neither any Seller nor any affiliate of Seller, is subjectto any liability or penalty under Sections 4975 through 4980 of the Code orTitle I of ERISA with respect to any of the Business ERISA Plans. With respectto the Business Employee Plans, all contributions attributable to plan yearsending on or prior to the Closing Date and all employer and salary reductionemployee contributions for the period prior to the Closing Date have been madeon or prior to the Closing Date.

(e)    NoBusiness Employee Plan promises or provides any health, life or other welfarebenefits to retired or former employees of each Seller, other than as requiredby Code Section 4980B.

(f)    EachBusiness Employee Plan, and any related trust, insurance contract or fund (asapplicable), has been administered in accordance with its terms and incompliance with the requirements prescribed by any and all statutes, rules andregulations (including ERISA and the Code), and each Seller has performed, orcaused to be performed by its responsible affiliate, all material obligationsrequired to be performed under the Business Employee Plans. With respect toeach Business ERISA Plan, each Seller has prepared (or has caused to beprepared) in good faith and 

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timely filed all requisitegovernmental reports (which were true and correct as of the date filed) and hasproperly and timely filed and distributed or posted all notices and reports toEmployees required to be filed, distributed or posted with respect to each suchBusiness ERISA Plan. No suit, administrative proceeding, action or otherlitigation has been brought, or to Seller’s Knowledge is threatened, against orwith respect to any Business Employee Plan, including any audit or inquiry bythe IRS or United States Department of Labor.

(g)    With respect to each Business Employee Plan, each Seller hascomplied with (i) the applicable health care continuation and noticeprovisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“*COBRA*”) and the proposed regulationsthereunder, (ii) the application requirements of the Family and MedicalLeave Act of 1993, as amended, and the regulations thereunder, and (iii) theapplicable requirements of the Health Insurance Portability and AccountabilityAct of 1996 and the regulations thereunder.

3.21   ***Labor Matters*.**

(a)    *Schedule 3.21(a)(1) *containsa materially true and complete list of the names, positions and salaries orrates of pay, including bonus plans, of all persons presently employed (whetherfull- or part-time) by Seller in connection with the Business (the “*Employees*”) and all personsperforming contract services for Seller in connection with the Business. *Schedule 3.21(a)(2) *lists all currently effectivewritten or legally binding employment agreements and other material agreementswith individual Employees that are not terminable at will, and all materialconsulting, independent contractor and other agreements with independentcontractors or consultants to Sellers as of the date hereof, and Sellers willprovide to Purchaser an updated list of such information prior to the Closing. Sellershave previously provided (or will provide within 20 days after the date of thisAgreement) to Purchaser true and correct copies of all such written agreements.All independent contractors of Sellers have been properly classified asindependent contractors for the purposes of Tax laws, laws applicable toemployee benefits and other applicable law. All salaries and wages paid withrespect to Employees are in compliance in all material respects with applicableTax laws, laws applicable to employee benefits and other applicable law. *Schedule 3.21(a)(3) *contains a list of all Employeeswho are currently on a leave of absence (whether paid or unpaid), the reasonstherefor, the expected return date, and whether reemployment of such Employeeis guaranteed by contract or statute, and a list of all Employees who haverequested a leave of absence to commence at any time after the date hereof, thereason therefor, the expected length of such leave, and whether reemployment ofsuch Employee is guaranteed by contract or statute. As of the date of thisAgreement, to the knowledge of Frank Keener, Michael M. Fleishman, Thomas A.Dieruf, Thomas H. Lowe or any Vice President of the Sellers, no regionaldirector or divisional manager, or officer or any other key employee of anySeller, other than the Excluded Employees, has informed or advised Seller thatsuch person does not intend to continue his or her employment or relationshipwith Seller or with Purchaser after the date hereof or as a result of thetransactions contemplated hereby, unless otherwise stated herein or set forthin *Schedule 3.21(a)(4)*.

(b)   Thetransactions contemplated by this Agreement will not result in any additionalpayments to, or increase the vested interest of, any Employee under anyBusiness Employee Plan. All salaries and bonuses, deferred compensation and anyother payments pursuant to any Business Employee Plan that are due and payableas of the Closing Date have been paid by Sellers (other than accrued vacationpay that has accrued during 2004 and bonuses for 2004 which are reflected onthe Final Working Capital Statement but are based on the results of Sellersthrough the date of the Closing and only include amounts based on such resultsthrough the Closing Date), and all year-end and/or merit bonuses to Employeeswith respect to performance for the fiscal year ended December 31, 2003shall have been paid by Sellers prior to the Closing Date.

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(c)    (i) NeitherSeller nor any Employee is engaged in any unfair labor practice, and neither isin material violation of any applicable laws respecting employment andemployment practices, terms and conditions of employment, and wages and hours; (ii) thereis no unfair labor practice complaint against any Seller actually pending or,to Seller’s Knowledge, threatened before the National Labor Relations Board; (iii) thereis no strike, labor dispute, slowdown, or stoppage actually pending or, toSeller’s Knowledge, threatened against Seller; (iv) no union organizingactivities are taking place with respect to Seller or any Employee; (v) nogrievance nor any arbitration proceeding arising out of or under any collectivebargaining agreement is pending against Seller or any Employee and no claimstherefor exist; (vi) no collective bargaining agreement that is binding onany Seller or any Employee restricts it, him or her from relocating or closingany of its operations; and (vii) Seller has not experienced any materialwork stoppage or other material labor difficulty.

(d)   Except asset forth on *Schedule 3.21(d)*, and excludingworkman’s compensation, no claim currently exists or is pending or, to Seller’sKnowledge, threatened against Seller or any Employees based on actual oralleged race, age, sex, disability or other harassment or discrimination, orsimilar tortious conduct, or based on actual or alleged breach of contract withrespect to any person’s employment with Seller, nor, to Sellers’ Knowledge, isthere any basis for any such claim.

(e)    Except as set forth on *Schedule 3.21(e)*,there are no pending or, to Seller’s Knowledge, threatened claims againstSeller under any workers compensation plan or policy or for long termdisability, and Seller has no obligations under COBRA with respect to any ofits former employees or qualifying beneficiaries thereunder, and Seller has notincurred any material liability under and has complied at all times with theWorker Adjustment Retraining Notification Act (“*WARN*”), and no fact or event exists that could give riseto liability thereunder.

3.22   ***Insolvency Proceedings*.****  **Noinsolvency proceedings of any kind or nature, including, without limitation,bankruptcy, receivership, reorganization, or other arrangements with creditors,whether voluntary or involuntary, against Sellers are pending or, to Sellers’Knowledge, threatened, except with respect to certain of Sellers’ accountdebtors.

3.23   ***Practices.*****  **Neither Seller nor any representative of Seller has,other than in full compliance with all applicable laws and regulations, offeredor given, and to Seller’s Knowledge, no individual or entity has offered orgiven on Seller’s behalf, anything of value to: (i) any official of agovernmental authority, any political party or official thereof or anycandidate for political office; (ii) any member of any governmentalauthority; or (iii) any other individual or entity, in any such case whileknowing or having reason to know that all or a portion of such money or thingof value may be offered, given or promised, directly or indirectly, to anymember of any governmental authority or any candidate for political office forthe purpose of the following: (x) influencing any action or decision of suchindividual or entity, in its, his or her official capacity, including adecision to fail to perform an official function; (y) inducing such individualor entity to use its, his or her influence with any governmental authority toaffect or influence any act or decision of such governmental authority toassist Seller or any of its subsidiaries in obtaining or retaining businessfor, with, or directing business to, any individual or entity; or(z) where such payment would constitute an illegal bribe, kickback orpayment to assist Seller or any of its subsidiaries in obtaining or retainingbusiness for, with, or directing business to, any individual or entity.

3.24   ***Related Party Transactions.*****  **There are no transactions or agreements between anySeller and any member of Sellers or any other current or past officer,director, employee or shareholder of Sellers (or any affiliate of any suchperson), other than for current employment services in accordance with thecustomary pay and benefit practices of Seller and other than those which willnot be assumed by Purchaser and which will not result in a Lien on the AcquiredAssets.

3.25   ***Accuracy of Information.*****  **All information furnished by the Sellers, the Sellers’accountants or Sellers’ attorneys to the Purchaser relating to the Sellers (butnot including general Industry information or 

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Industry reports ofany nature) for purposes of or in connection with this Agreement is true,accurate and complete in all material respects and the representations andwarranties made by Sellers in this Agreement do not contain any untruestatement of a material fact or omit to state any material fact necessary inorder to make any statement contained herein, in light of the circumstances inwhich they are being made, not misleading that are applicable specifically tothe Sellers, as opposed to those that are applicable to companies in theIndustry generally, other than as a result of “Adverse Occurrences” (as definedbelow). There is no fact known to Sellers which such Sellers have not disclosedto the Purchaser in writing which has had or would reasonably be likely, in theaggregate, to have a Material Adverse Effect on the Sellers, other than AdverseOccurrences that are applicable to some members of the Industry or legislationpassed with respect to the Industry. Provided, however, that the Purchaseracknowledges that the Business is a highly risky business and is subject tonumerous risk factors including, but not limited to, changes after the date ofthis Agreement in economic conditions, increases in competition, increases ininsurance costs, other risks typically applicable to other companies in theIndustry, changes in laws or interpretations of such laws (including, but notlimited to, statutes, ordinances, regulations, administrative proceedings,lawsuits, interpretations by any regulatory agency or any similar actionscausing such changes in laws, new laws or changes in interpretations), judicialor administrative judgments (including, but not limited to, the GeorgiaLawsuits, the Proposed Georgia Law or threatened lawsuits against other personsin the Industry), arbitration decisions, rulings, orders, any changes affectingthe Industry in general, and the like regardless whether pending as of the dateof this Agreement or arising after the date of this Agreement, and negativepublicity regarding the Business or the Industry. The Sellers disclaim anyresponsibility, obligations or liability regarding any projections orpredictions regarding the future performance of the Business, and Purchaseracknowledges it is not relying on any of the same other than as expressly setforth in Section 3.11(a)(ii). All of the foregoing risk factors and statementsreferred to in this Section 3.25 are collectively referred to as “*Adverse Occurrences*”or “*Adverse Occurrence*”). The Purchasershall not have any claims against Sellers or the Member Guarantors as a resultof the effect Adverse Occurrences may have on the Business before or after theClosing Date other than as expressly set forth in Section 3.11(a)(ii). ThePurchaser acknowledges that it shall be responsible for its own evaluation ofthe Adverse Occurrences and the Industry. If, as a result of an AdverseOccurrence, any of the Sellers’ or the Member Guarantors’ representations andwarranties are or become untrue or if any of Sellers’ covenants set forth in Section 5hereof are violated or not complied with as a result of an Adverse Occurrence,the same shall not be deemed a breach of this Agreement for purposes of Section 6.1or Section 10.1, but Section 6.6 shall apply thereto.

3.26   ***No Additional Representations and Warranties.*****  **EXCEPT AS SPECIFICALLY PROVIDED IN SECTIONS 2.1THROUGH 3.26 HEREOF OR ANYWHERE ELSE IN THIS AGREEMENT, NO SELLER OR MEMBERGUARANTOR IS MAKING ANY REPRESENTATION, WARRANTY OR COVENANT OF ANY KIND,EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIEDWARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND THEPARTIES HERETO AGREE AND ACKNOWLEDGE THAT ALL SUCH IMPLIED WARRANTIES OFMERCHANTABILITY AND FITNESS ARE HEREBY EXCLUDED AND DISCLAIMED. THE ACQUIREDASSETS AND BUSINESS ARE BEING SOLD “**AS IS,WHERE IS, WITH ALL FAULTS**”, EXCEPT AS SPECIFICALLY PROVIDED TO THECONTRARY IN THIS AGREEMENT. THE SELLERS AND MEMBER GUARANTORS DO NOT WARRANTTHE FUTURE OPERATIONS, PROJECTIONS OF ANY NATURE, FINANCIAL REQUIREMENTS ORPERFORMANCE OF THE BUSINESS. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN,THE SELLERS AND MEMBER GUARANTORS ARE NOT, AND SHALL NOT BE, LIABLE FOR ANYLOSSES, ACTIONS, ADVERSE OCCURRENCES, AND THE LIKE, OF ANY NATURE WHATSOEVERWHICH ARISE OUT OF ANY ACTS, OMISSIONS OR EVENTS OCCURRING AFTER THE CLOSINGDATE OR WHICH ARISE OUT OF THE LOSS OF ANY LICENSE(S) OR THE ABILITY TO OPERATETHE BUSINESS WHICH IS INCURRED OR 

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ARISES ON OR AFTERTHE CLOSING DATE (OTHER THAN AS A RESULT OF AN ACT, OMISSION OR EVENT BY THESELLERS BEFORE THE CLOSING), OR ANY ACTIVITY, FORM OR ASPECT THEREOF,EXCEPT AS EXPRESSLY SET FORTH IN SECTION 3.11(a)(ii).

**ARTICLE4REPRESENTATIONS AND WARRANTIES OF PURCHASER**

Purchaser herebyrepresents and warrants to Sellers that as of the date of this Agreement and asof the Closing Date:

4.1   ***Organization and Good Standing.*****  **Purchaser is a limited liability company dulyorganized, validly existing and in good standing under the laws of the State ofGeorgia. Purchaser has the necessary power and authority to carry on itsbusiness as it is now being conducted and to own and lease the properties andassets it now owns and leases.

4.2   ***Power and Authority.*****  **Purchaser has the requisite power and authority toenter into this Agreement and each other certificate, agreement, document orinstrument to be executed and delivered by it in connection with thetransactions contemplated by this Agreement, to perform its obligationshereunder and thereunder and to consummate the transactions contemplated herebyand thereby. The execution, delivery and performance by Purchaser of thisAgreement and each other certificate, agreement, document or instrument to beexecuted and delivered by it in connection with the transactions contemplatedby this Agreement, and the consummation of the transactions contemplated herebyand thereby, have been duly authorized by all necessary corporate or otheraction, and no other corporate or other proceedings on the part of Purchaserare necessary to authorize the execution, delivery and performance of thisAgreement and each other certificate, agreement, document or instrument to beexecuted and delivered by it in connection with the transactions contemplatedby this Agreement.

4.3   ***Due Execution; Binding Effect.*****  **This Agreement, and each other certificate,agreement, document or instrument to be executed and delivered by Purchaser inconnection with the transactions contemplated by this Agreement, has been orwill be, as applicable, duly and validly executed and delivered by Purchaserand, assuming the due authorization, execution and delivery hereof and thereofby each other party hereto and thereto, each constitutes or will constitute, asapplicable, a legal, valid and binding obligation of Purchaser, enforceableagainst Purchaser in accordance with its terms.

4.4   ***No Violation; Consents.*****  **Except for consents of, notices to, or filings with,the Federal Trade Commission and the Department of Justice pursuant to the HSRAct, and any licenses, approvals, permits and registrations from governmentalagencies or authorities required in connection with the Business, theexecution, delivery and performance by Purchaser of this Agreement, and eachother certificate, agreement, document or instrument to be executed anddelivered by it in connection with the transactions contemplated by thisAgreement, the consummation of the transactions contemplated hereby andthereby, and the fulfillment of and compliance with the terms and conditionshereof and thereof do not and will not, with or without the passing of time orthe giving of notice, or both:

(a)    violate orconflict with any provision of the Certificate of Formation, the OperatingAgreement, or other organizational document of Purchaser;

(b)   breach orotherwise constitute or give rise to a default under, result in the loss of anybenefit under or permit the acceleration of any obligation under any contract,commitment or other obligation to or by which Purchaser is a party or is bound;

(c)    violateany statute, ordinance, law, rule, regulation, judgment, order or decree of anycourt or other governmental or regulatory authority to which Purchaser issubject; or

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(d)   require anyconsent, approval or authorization of, notice to, or filing, recording,registration or qualification with any third party, court or governmental orregulatory authority.

4.5   ***Litigation.*****  **There is no litigation, action, suit, arbitration,mediation, hearing or governmental investigation pending or, to the knowledgeof the Purchaser, threatened against Purchaser or any of its affiliates, whichaffects the legality, validity or enforceability of this Agreement or thetransactions contemplated hereby or which seeks to obtain damages or obtainrelief as a result of the transactions contemplated by this Agreement, or whichwould imperil Purchaser’s ability to obtain the “Financing” (as defined in Section 4.6).

4.6   ***Financing.*****  **As of the date hereof, Purchaser believes in goodfaith that it will be able to obtain the required financing substantially inaccordance with the various proposals set forth in *Schedule 4.6*to close the purchase contemplated by this Agreement by the Termination Date. Purchaserwill use its commercially reasonable efforts to obtain such financing promptly(the “*Financing*”).

**ARTICLE5COVENANTS OF THE SELLERS AND PURCHASER**

5.1   ***Conduct of the Business Pending Closing.*****  **From the date hereof until the Closing, each Sellershall:

(a)    conductits Business in the usual, regular and ordinary course consistent with suchSeller’s past practices; use its commercially reasonable efforts to preserveintact the present organization of such Seller; and use its commerciallyreasonable efforts (with no obligation to increase such persons’ compensationor benefits) to keep available the services of the present officers andEmployees of such Seller and to preserve such Seller’s goodwill, consistentwith past practices;

(b)   maintainthe Acquired Assets in their present operating condition (ordinary wear andtear excepted);

(c)    observeand remain in compliance in all material respects with all statutes, laws,rules, regulations, orders, decrees and ordinances applicable to Seller or theoperation of the Business (unless stayed pending appeal of such law ordecision), subject to changes in laws or interpretations of such laws(including but not limited to statutes, ordinances, regulations, administrativeproceedings, orders or any similar actions), judicial, administrative orarbitration judgments, rulings, orders and the like that occur after the dateof this Agreement;

(d)   maintainand keep in full force and effect all of the insurance currently maintained bySeller, unless replaced by substantially similar policies that do not reducethe amount of coverage compared to those policies currently in effect;

(e)    not sell,mortgage, pledge, lease, or otherwise transfer, or dispose of or distribute anyof its assets used in connection with the Business or enter into any agreementwith respect to the foregoing, other than in the ordinary course of Businessconsistent with such Seller’s past practices;

(f)    pay allliabilities and obligations as and when due, including all Taxes, other thansuch liabilities or obligations Seller is contesting in good faith byappropriate proceedings and has set aside on its books adequate reserves withrespect thereto;

(g)    not alter,modify or accelerate its existing collection levels of accounts receivables,or, other than in its ordinary course of its Business and consistent with pastpractice, write-off as uncollectible any accounts or receivables, other than asa result of changes in laws or interpretations of such laws after the date ofthis Agreement (including but not limited to statutes, ordinances, regulations,administrative proceedings, orders or any similar actions), judicial,administrative or arbitration judgments, rulings, orders and the like thatoccur after the date of this Agreement;

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(h)   except withrespect to Excluded Employees, not declare or increase the benefits orcompensation payable or to become payable to any of Seller’s Employees or anybonus, profit sharing or other extraordinary compensation to any Employee ofSeller, or enter into any agreement with respect to the foregoing for any suchEmployee, except in the ordinary course of business and consistent with pastpractices;

(i)    not makeor enter into any agreement to make any capital expenditure on behalf ofSellers in excess of $50,000 individually or $200,000 in the aggregate, otherthan pursuant to existing contracts and other than with respect to that certaindispute with the Business Software Alliance;

(j)     not amendor terminate any contract or agreement required to be listed on *Schedule 3.12(a) *and, except in the ordinarycourse of Business on a basis consistent with such Seller’s past practices, notenter into any material contract or agreement with any other individual, entityor governmental authority, including, without limitation, any employmentagreement not terminable at will by Sellers;

(k)   maintainits books, records and accounts, and maintain a system of accounting, as may berequired or as may be necessary to permit the preparation of audited financialstatements in accordance with GAAP and in compliance with the regulations ofany governmental or regulatory authority having jurisdiction over it or any ofits properties, other than as a result of changes in laws or interpretations ofsuch laws after the date of this Agreement (including but not limited tostatutes, ordinances, regulations, administrative proceedings, orders or anysimilar actions), judicial, arbitration, or administrative judgments, rulings,orders and the like that occur after the date of this Agreement;

(l)    continuereasonably to protect all confidential information and trade secrets of, eachSeller, in accordance with such Seller’s past practices;

(m)  not incurany indebtedness or any liabilities other than in the ordinary course ofBusiness consistent with such Seller’s past practices;

(n)   not make orchange any election, change an annual accounting period, adopt or change anyaccounting method, file any amended Tax Return, enter into any closingagreement, settle any Tax claim or assessment relating to the Seller, surrenderany right to claim a refund of Taxes, consent to any extension or waiver of thelimitation period applicable to any Tax claim or assessment relating to Seller,or take any other similar action relating to the filing of any Tax Return orthe payment of any Tax, except as consistent with past practice, that wouldresult in a Lien on the Acquired Assets;

(o)   be allowedto make cash distributions to its members and owners;

(p)   notwithstandinganything to the contrary herein, the Sellers may materially modify the way itdoes business in Georgia, including, but not limited to, modifying or cancelingany Assumed Contracts relating to its business in Georgia.

5.2   ***Access to Sellers*.**

(a)    From thedate hereof until the Closing, Sellers and their officers, directors, managers,employees, agents and representatives shall permit Purchaser and Purchaser’srepresentatives, agents, counsel and accountants to have reasonable access,with prior advance notice, at all reasonable times to the premises, Business,properties, assets, financial statements, contracts, books, records and workingpapers of, and other relevant information pertaining to, each Seller and tofurnish to Purchaser and Purchaser’s representatives, agents, counsel andaccountants such financial and operating data and other information withrespect to each Seller as Purchaser may reasonably request.

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(b)   IfPurchaser believes that Sellers’ practices or methods of doing business are notlegal or prudent, it may terminate this Agreement prior to the Closing bygiving written notice to the Seller Representative, in which event neitherPurchaser on the one hand nor Sellers and Member Guarantors on the other, shallhave any liability to the other in connection with this Agreement or thetransactions contemplated hereby.

5.3   ***Reasonable Efforts; Regulatory Applications*.**

(a)    Each ofthe Parties will use its reasonable efforts to take, or cause to be taken, allactions and to do, or cause to be done, all things necessary, proper, desirableor advisable under applicable law so as to permit consummation of thetransactions contemplated by this Agreement as promptly as reasonablypracticable and will use reasonable efforts to cooperate with the other Partieshereto to that end.

(b)   Each Partyshall cooperate and use its reasonable efforts to prepare all documentation, toeffect all filings (including, without limitation, filings under the HSR Act tothe extent required) and to obtain all permits, consents, approvals andauthorizations of all third parties and governmental or regulatory authoritiesnecessary to consummate the transactions contemplated by this Agreement. EachParty shall respond as promptly as practicable to any inquiries or requestsreceived from the Federal Trade Commission or the Department of Justice foradditional information or documentation. Each Party shall (i) give theother Parties hereto prompt notice of the commencement of any claim, action,litigation or other proceeding by any governmental or regulatory authority inconnection with the transactions contemplated hereby; (ii) keep the otherParties informed as to the status of any such claim, action, litigation orother proceeding; and (iii) promptly inform the other Party of anycommunication to or from the Federal Trade Commission or the Department ofJustice regarding the transactions contemplated hereby. The Purchaser shall useits reasonable efforts to obtain in a timely manner all licenses, approvals,permits and registrations from governmental authorities required in connectionwith the Business.

(c)    Notwithstandinganything herein to the contrary, Purchaser shall have no obligation under thisAgreement to do any of the following: (i) dispose or cause any of itsaffiliates to dispose of any assets; (ii) to discontinue or cause any ofits affiliates to discontinue offering any product or services; (iii) tolicense or otherwise make available, or cause any of its affiliates to licenseor otherwise make available, to any person or entity, any technology, softwareor other proprietary asset; (iv) to hold separate or cause any of itsaffiliates to hold separate any assets or operations (either before or afterthe Closing Date); or (v) to make or cause any of its affiliates to makeany commitment (to any governmental or regulatory authority or otherwise)regarding its future operations.

(d)   Purchasershall use its reasonable efforts to obtain the Financing prior to theTermination Date and if Purchaser determines that it will not be able to obtainthe Financing prior to the Termination Date, the Purchaser shall promptly givewritten notice to the Seller Representative.

(e)    Purchaserand Sellers shall each use their reasonable efforts to obtain consents toassignments of the Assumed Contracts other than Utility Contracts; *provided*, *however*, thatthe Utility Contracts shall be deemed part of the Assumed Contracts, and thePurchaser shall (i) be responsible for dealing with the utility companiesafter the Closing, (ii) hold harmless the Sellers and Member Guarantorsfor all such utility bills, and (iii) pay and be liable for all suchUtility Contracts.

5.4   ***Notice of Changes*.****  **EachSeller and Member Guarantor (but only as to his own individual representationsand warranties) shall promptly, but only up to the second business daypreceding the Closing Date, deliver to the Purchaser updates (collectively the “*Disclosure ScheduleUpdates*”) of any matters occurring after the date hereof which,if existing or occurring on the date hereof, would have been required to be setforth on a schedule to this Agreement or which would render inaccurate any ofthe 

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representations orwarranties made by any Seller or Member Guarantor in this Agreement, and suchnotice shall be deemed to be a modification of any representation or warranty; *provided*, *however*, thatno Disclosure Schedule Update shall be deemed to supplement or amend adisclosure schedule of Sellers or Member Guarantors for the purpose ofdetermining the accuracy of any of the representations and warranties made bythe Sellers or Member Guarantors as of the date of this Agreement (except withrespect to an Adverse Occurrence); *provided*, *further*, that Purchaser shall have the right to terminatethis Agreement and have all rights and remedies set forth in Section 8.2.

5.5   ***No Solicitation of Transactions.*****  **During the period commencing on the date hereof andending on the earlier to occur of the Closing Date or the Termination Date, noSeller nor its respective members or affiliates shall, directly or indirectly,through any officer, director, manager or agent of any of them or otherwise,initiate, solicit or encourage (including by way of furnishing non-publicinformation or assistance), or enter into negotiations of any type, directly orindirectly, or enter into a confidentiality agreement, letter of intent orpurchase agreement, merger agreement or other similar agreement with any personor entity other than Purchaser or Purchaser’s assignee (as referenced in Section 11.6)with respect to a sale of all or any substantial portion of the assets of anySeller, or a merger, consolidation, business combination, sale of all or anyportion of the units or other equity interests of any Seller, or theliquidation or similar extraordinary transaction with respect to any Seller. Sellersshall notify Purchaser as promptly as practicable of all relevant terms of anyinquiry or proposal by a third party to do any of the foregoing that any Selleror any of its respective members or affiliates or any of its respectiveofficers, directors, partners, managers, employees, investment bankers,financial advisors, attorneys, accountants or other representatives may receiverelating to any of the foregoing. In the event such inquiry or proposal is inwriting, Sellers shall deliver to Purchaser a copy of such inquiry or proposaltogether with such written notice.

5.6   ***Final Financial Statements.*****  **As soon as reasonably practicable following the datehereof, but in no event no later than the Closing Date (except that the ClosingDate shall be postponed at Purchaser’s election if the audit is not final),First American Holding shall deliver to Purchaser (i) the auditedfinancial statements of First American Holding for the year ended December 31,2003, and (ii) the unaudited financial statements for the monthly periodended as of the end of the month which is more than thirty days prior to theClosing Date (collectively, the “*Final Financial Statements*”).

5.7   ***Liens on Acquired Assets.*****  **All Liens on the Acquired Assets, other than (i) Liensfor Taxes not yet due or in default and payable without penalty and interest;and (ii) Liens fully reflected or reserved against in the Final WorkingCapital Statement, shall be discharged on or before the Closing Date.

5.8   ***Notice of Adverse Occurrences.*****  **If any of Thomas H. Lowe, Thomas A.Dieruf, Michael M. Fleishman or Frank O. Keener learns of an AdverseOccurrence that relates to the Sellers in particular (including, but notlimited to, a material charge, court, arbitration or administrative proceedingor judgment that is made, filed or rendered, as applicable, against any of theSellers) and such person understands the significance of such items as itrelates to this Agreement, the Sellers shall give written notice of the same toPurchaser. Provided, however, Sellers shall have no obligation to informPurchaser of an Adverse Occurrence that affects the Industry generally or othercompanies in the Industry (as opposed to the Sellers in particular) unlessSellers shall have received written notice from a regulatory or governmentalauthority of such Industry-wide Adverse Occurrence even though it affects theIndustry generally. Except as set forth herein, the Purchaser shall beresponsible for monitoring such industry-wide Adverse Occurrences for itself.

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5.9   ***Notice of Continued Employment.*****  **If any of Frank Keener, Michael M.Fleishman, Thomas A. Dieruf, Thomas H. Lowe, or any Vice President of theSellers becomes aware of any regional director or divisional manager, orofficer or any other key employee of any Seller, other than the ExcludedEmployees, that such person does not intend to continue his or her employmentor relationship with Seller or with Purchaser after the date of this Agreementor as a result of the transactions contemplated hereby, the Sellers shall givewritten notice of the same to Purchaser.

**ARTICLE 6CONDITIONS TO OBLIGATIONS OF PURCHASER**

All of theobligations of Purchaser under this Agreement are subject to the fulfillmentprior to or at the Closing of each of the following conditions, any of whichmay be waived in writing by Purchaser in its sole discretion:

6.1   ***Representations and Warranties.*****  **All representations and warranties of the MemberGuarantors and the Sellers contained in this Agreement (which, for the purposesof this Section 6.1 shall be read as though each of them contained onlyone Material Adverse Effect or materiality qualifier) shall be true and correctin all material respects as of the date hereof, and such representations andwarranties shall be true and correct in all material respects as of the Closingas if made at and as of such time (except for those that state they are true asof the date of this Agreement or some other specified date).

6.2   ***Performance of Agreements.*****  **Each Seller shall have fully performed and compliedin all material respects with all agreements and conditions required by thisAgreement to be performed or complied with by it prior to or at the Closing.

6.3   ***No Injunctions.*****  **No preliminary or permanent injunction or other orderby any federal, state or local court or any governmental or regulatoryauthority which prevents or restrains the consummation of the transactionscontemplated by this Agreement shall have been issued and remain in effect, andno action to obtain any such injunction or order shall have been filed andremain pending.

6.4   ***Governmental Consents and Approvals.*****  **Any and all governmental authorities, bodies oragencies having jurisdiction over the transactions contemplated by thisAgreement or any document ancillary hereto that is required to consent to thesetransactions shall have granted such consents, authorizations and approvals asare necessary for the consummation thereof (including, without limitation,receipt by Purchaser of all licenses necessary to conduct the Businessfollowing Closing), and all applicable waiting or similar periods required byapplicable law shall have expired, and all such consents, authorizations andapprovals shall be in form and substance reasonably satisfactory to Purchaserand shall not subject Purchaser to any penalty or, in Purchaser’s reasonablejudgment, other adverse condition under or pursuant to any applicable law orregulation.

6.5   ***Third Party Consents and Approvals.*****  **All consents, authorizations and approvals to thetransactions contemplated by this Agreement that are required from any thirdparty pursuant to the terms of any Assumed Contract, the Leases, the softwarelicenses, or the CMAX software licenses or otherwise shall have been dulyobtained, and all such consents, authorizations and approvals shall be in formand substance reasonably satisfactory to Purchaser; *provided*,*however*, that solely with respect to theReal Property Leases, the software licenses, or the CMAX software licenses, ifthe Sellers obtain less than 100% of the consents or approvals with respect tothe Real Property Leases, the software licenses, or the CMAX software licenses,the Purchaser shall not be obligated to (but may, at its option) close thepurchase contemplated hereby and in the event that the Purchaser elects toclose the purchase contemplated hereby then any losses or liability of anynature relating to such consents or approvals for the Real Property Leases, thesoftware licenses, or the CMAX software licenses that have not been obtainedshall be the sole and exclusive obligations of the Purchaser, and Purchasershall have no claims against Sellers and/or 

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Member Guarantors as aresult of not obtaining such consents, authorizations or approvals relating tosuch Real Property Leases, software licenses or CMAX software licenses.

6.6   ***No Material Adverse Effect.*****  **Since the date hereof, there shall not have occurredany event, circumstance or development that, in the aggregate, (a) has hador is reasonably likely to have a material adverse effect upon the business,assets, operation, condition (financial or otherwise), or results of operationsof Sellers, including as a result of Adverse Occurrences, other than any changeattributable to the announcement or pendency of this Agreement, or (b) wouldmaterially impair the ability of Sellers or Member Guarantors to perform theirobligations under this Agreement (collectively, a “*Material Adverse Effect*”).

6.7   ***Financing.*****  **Purchaser shall have obtained the Financing necessaryfor Purchaser to pay the Adjusted Purchase Price in accordance with Article 1.

6.8   ***Due Diligence.*****  **Purchaser shall have completed its legal, businessand accounting due diligence investigation of each Seller in scope and withresults satisfactory to Purchaser. Unless Purchaser notifies the SellerRepresentative on or prior to the date that is sixty (60) days after the dateof this Agreement (the “*DueDiligence Date*”) of its dissatisfaction with the due diligenceinvestigation of the Business and each Seller specifying such reasons, thecondition of this Section 6.8 will be deemed to have been satisfied; *provided*, *however*, thatadditional due diligence for purposes of the Financing may continue beyond suchdate that is sixty (60) days after the date of this Agreement as reasonablynecessary; *provided*, *further*,that to the extent any Seller or Member Guarantor delivers a DisclosureSchedule Update, such Due Diligence Date shall not apply with respect to theitems referenced (or items materially affected by such reference) in theDisclosure Schedule Update and Purchaser will not be required to deliverwritten notice of its satisfaction with the due diligence with respect to suchitems, provided, that if the Closing occurs the Purchaser shall be deemedconclusively to have satisfied or waived such due diligence and shall be deemedto have accepted the Disclosure Schedule Update. If the Purchaser does givesuch written notice on or prior to the Due Diligence Date of itsdissatisfaction, the Sellers shall have twenty (20) days after SellerRepresentative’s receipt thereof within which to cure such issues to thereasonable satisfaction of the Purchaser.

6.9   ***Deliveries of Sellers.*****  **At the Closing, Sellers shall have delivered orcaused to be delivered to Purchaser each of the following, in form andsubstance reasonably satisfactory to Purchaser:

(a)    The EscrowAgreement duly executed by the Seller Representative as of the Closing Date;

(b)   A Bill ofSale and an Assumption and Assignment Agreement between each Seller andPurchaser, and such other reasonable assumption, assignments and otherinstruments of transfer and conveyance necessary or appropriate to transfer andassign the Acquired Assets to Purchaser, including, without limitation,assignments of all Intellectual Property, in recordable form to the extentnecessary or desirable to assign such rights, obligations under the Leases, andfor Purchaser to assume all the Assumed Contracts, the Leases and softwarelicenses, if any, and delivery of all title documents and tag receipts withrespect to any vehicles or other titled equipment, duly endorsed for transferto Purchaser;

(c)    A Non-Competition Agreement, substantially in the form of *Exhibit A* attached hereto (each, a “*Non-Competition Agreement*”),duly executed by the individuals listed on *Schedule 6.9(c)*;

(d)   A releaseby Sellers from any confidentiality or non-competition restrictions containedin any agreement between Sellers and any Employee who commences employment withPurchaser;

(e)    To the extent thatthe Georgia Business is excluded from this Agreement pursuant to Section 1.6(b),the “Service Agreement” (as defined in Section 9.7(b)) inaccordance with Section 9.7(b) duly executed by First AmericanHolding as of the Closing Date;

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(f)    Acertificate of each Seller, dated as of the Closing Date, certifying to thefulfillment of the conditions set forth in Sections 6.1 and 6.2 hereof;

(g)    Allrecords, client lists, files and other documents of Sellers related to theBusiness;

(h)   An opinionof counsel to the Sellers, dated the Closing Date, substantially in the formattached hereto as *Exhibit B*;and

(i)    Any otherinformation, documents or certificates reasonably requested by Purchaser toeffect the transactions contemplated herein.

6.10   ***Escrow Agreement.*****  **The Escrow Agent shall have delivered to Purchaserthe Escrow Agreement duly executed by the Escrow Agent as of the Closing Date.

6.11   ***Employment Agreement.*****  **Mr. Thomas H. Lowe shall have delivered toPurchaser an Employment Agreement with Purchaser, substantially in the formattached hereto as *Exhibit C*(the “*Employment Agreement*”),duly executed by Mr. Lowe as of the Closing Date***.***

6.12   ***Transferred Employees.*****  **Substantially all of the Employees of Sellers (otherthan the Excluded Employees) who are offered employment by Purchaser shall haveaccepted such offer of employment in accordance with the terms of thisAgreement, with no substantial change in compensation, benefits or other termsand conditions of employment.

6.13   ***Bank Accounts and Bank Agreement.*****  **Purchaser shall have opened the bank accountsnecessary for the operation of the Business and shall have entered intoappropriate bank agreements with respect to the states in which the Business isoperated pursuant to the Bank Model.

6.14   ***Related Agreements.*****  **The contemporaneous closing of the Separate PurchaseAgreement between Purchaser, First American Services of Kentucky, LLCand First American Services of West Virginia, LLC.

**ARTICLE 7CONDITIONS TO OBLIGATIONS OF THE SELLERS**

All of the obligationsof Sellers under this Agreement are subject to the fulfillment prior to or atthe Closing of each of the following conditions, any of which may be waived inwriting by the Seller Representative in its sole discretion:

7.1   ***Representations and Warranties.*****  **All representations and warranties of Purchasercontained in this Agreement shall be true and correct as of the date hereof,and such representations and warranties shall be true and correct in allmaterial respects as of the Closing as if made at and as of such time (exceptfor those that state they are true as of the date of this Agreement or someother specified date).

7.2   ***Performance of Agreements.*****  **Purchaser shall have fully performed and complied inall material respects with all agreements and conditions required by thisAgreement to be performed or complied with by it prior to or at the Closing.Section 6.9(c) shall have been satisfied as of the Closing Date orwaived as a condition to Closing by the Purchaser.

7.3   ***No Injunctions.*****  **No preliminary or permanent injunction or other orderby any federal, state or local court or any other governmental or regulatoryauthority which prevents or restrains the consummation of the transactionscontemplated by this Agreement shall have been issued and remain in effect, andno action to obtain any such injunction or order shall have been filed andremain pending.

7.4   ***Governmental Consents and Approvals.*****  **Any and all governmental authorities, bodies oragencies having jurisdiction over the transactions contemplated by thisAgreement or any document ancillary hereto that is required to consent to thesetransactions shall have granted such consents, authorizations and 

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approvals as are necessaryfor the consummation thereof, and all applicable waiting or similar periodsrequired by applicable law shall have expired, and all such consents,authorizations and approvals shall be in form and substance reasonablysatisfactory to the Seller Representative and shall not subject Seller to anypenalty or, in the Seller’s reasonable judgment, other adverse condition underor pursuant to any applicable law or regulation.

7.5   ***Deliveries of Purchaser.*****  **At the Closing, Purchaser shall deliver to the SellerRepresentative each of the following, in form and substance reasonablysatisfactory to Seller Representative:

(a)    TheAdjusted Purchase Price in accordance with Article 1 hereof;

(b)   The EscrowAgreement duly executed by Purchaser as of the Closing Date;

(c)    AnAssumption Agreement duly executed by Purchaser with each Seller pursuant towhich Purchaser assumes all obligations under the Assumed Liabilities;

(d)   Acertificate of an officer of Purchaser, dated as of the Closing Date,certifying to the fulfillment of the conditions set forth in Sections 7.1 and7.2 hereof;

(e)    TheEmployment Agreement duly executed by Purchaser as of the Closing Date;

(f)    TheNon-Competition Agreements duly executed by Purchaser as of the Closing Date;

(g)    To the extent thatthe Georgia Business is excluded from this Agreement pursuant to Section 1.6(b),the Service Agreement in accordance with Section 9.7(b) dulyexecuted by Purchaser as of the Closing Date;

(h)   An opinionof counsel to Purchaser, dated as of the Closing Date, substantially in theform attached hereto as *Exhibit D*;and

(i)    Any otherinformation, documents or certificates reasonably requested by the SellerRepresentative to effect the transactions completed herein.

7.6   ***Escrow Agreement.*****  **The Escrow Agent shall have delivered to the SellerRepresentative the Escrow Agreement duly executed by the Escrow Agent as of theClosing Date.

7.7   ***Trademark License.*****  **To the extent that the Georgia Business is excluded from this Agreementpursuant to Section 1.6(b), Purchaser and First American Georgiashall have entered into a Trademark License Agreement, substantially in theform attached hereto as *Exhibit E*as of the Closing Date.

7.8   ***Third Party Consents and Approval.*****  **All consents,authorizations and approvals to the transactions contemplated by this Agreementthat are required from any third party pursuant to the terms of any AssumedContracts, the Leases, the licenses, the CMAX software licenses or otherwiseshall have been duly obtained, and all such consents, authorizations andapprovals shall be in form and substance reasonably satisfactory to theSellers; *provided*, *however*,obtaining consents to the assignment of the Real Property Leases, the softwarelicenses and the CMAX software licenses shall not be a condition to the Closingfor the Sellers or Member Guarantors if the Purchaser assumes the obligation toobtain such consents or waives such obligations in accordance with Section 6.5.

7.9   ***Related Agreements.*****  **The contemporaneous closing of the Separate PurchaseAgreement between Purchaser, First American Services of Kentucky, LLCand First American Services of West Virginia, LLC.

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**ARTICLE8TERMINATION**

8.1   ***Termination.*****  **This Agreement may be terminated at any time prior tothe Closing as follows:

(a)    by themutual written consent of the Parties;

(b)   by writtennotice from Purchaser to the Seller Representative in the event any Seller orMember Guarantor fails to cure any material breach by it of this Agreementwithin fifteen (15) days after receiving written notice thereof;

(c)    by writtennotice from the Seller Representative to Purchaser in the event Purchaser failsto cure any material breach of this Agreement by Purchaser within fifteen (15)days after receiving written notice thereof;

(d)   by writtennotice from Purchaser to the Seller Representative in the event a MaterialAdverse Effect occurs prior to the Closing as contemplated by Section 6.6;

(e)    by written notice from Purchaser to the Seller Representative, orfrom the Seller Representative to Purchaser, in the event the Closing shall nothave occurred on or before July 1,2004 (the “*Termination Date**)*”, for any reason, other than the delay, breach of thisAgreement or nonperformance of the Party seeking such termination (or by anySellers in the event the Seller Representative is seeking such termination);

(f)    by writtennotice from Purchaser in accordance with Section 6.8;

(g)    if agovernmental authority shall have issued an order, decree or ruling or takenany other action, in each case permanently restraining, enjoining or otherwiseprohibiting the transactions contemplated by this Agreement and such order,decree, ruling or other action shall have become final or non-appealable;

(h)   by theSeller Representative on behalf of the Sellers and Member Guarantors uponreceipt of written notice from Purchaser that the Purchaser is likely to beunable to obtain the Financing in accordance with Section 4.6; or

(i)    byPurchaser in accordance with Section 5.2(b).

8.2   ***Effect of Termination*.**

(a)    Subject toSection 8.3, in the event this Agreement is terminated pursuant toSections 8.1(a), 8.1(d), 8.1(e), 8.1(f), 8.1(g), 8.1(h) or 8.1(i), noParty shall have any further liability or obligation hereunder to any otherParty, even if the other Party claims a breach of this Agreement.

(b)   In theevent this Agreement is terminated pursuant to Sections 8.1(b) or 8.1(c),then the terminating Party shall be entitled to pursue any and all rights andremedies available to it hereunder, at law or in equity against the otherParty, if any; *provided*, *however*,such claims may not exceed $50,000in the aggregate; *provided*, *further*,however, that:

(i)          the Purchaser may not seek any indemnification or any otherdamages against any Seller or Member Guarantor if this Agreement is terminatedprior to the date (A) the Purchaser has provided to the SellerRepresentative written notice that Purchaser has received a term sheet that thePurchaser has certified in writing to Sellers that Purchaser is willing toaccept with respect to the Financing, and (B) the requirement set forth inSection 6.8 shall have been satisfied or waived by the Purchaser otherthan with respect to any items referenced in any Disclosure Schedule Update andany item materially affected by such Disclosure Schedule Update; and

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(ii)        Sellers and Member Guarantors may notseek any indemnification or any other damages against Purchaser if thisAgreement is terminated prior to the date that Purchaser is satisfied with itsdue diligence review pursuant to Section 6.8.

(c)    In theevent that the Purchaser terminates this Agreement pursuant to Sections 6.1(but only as a result of an Adverse Occurrence), 6.2 (but only as a result ofan Adverse Occurrence), 6.3, 6.4, 6.5, 6.6, 6.10, 6.12 or 6.14 (unlessPurchaser has established that it has terminated such Separate PurchaseAgreement under provisions thereof entitling Purchaser to recover damagesagainst the Sellers thereunder pursuant to Section 8.2(b) thereof)not being satisfied as of the Closing Date, the Purchaser shall not have anyclaims whatsoever against Sellers or the Member Guarantors in connection withthis Agreement or the transactions contemplated hereby. In the event that theSellers or Member Guarantors terminate this Agreement for any item relating toor arising out of Sections 6.9(c) (unless waived by the Purchaser), 7.1(but only as a result of an Adverse Occurrence), 7.2 (but only as a result ofan Adverse Occurrence), 7.3, 7.4, 7.6, 7.8 or 7.9 (unless Sellers or the MemberGuarantors have established that they have terminated such Separate PurchaseAgreement under provisions thereof entitling Sellers or the Member Guarantorsto recover damages against the Purchaser thereunder pursuant to Section 8.2(b) thereof)not being satisfied as of the Closing Date, the Sellers and Member Guarantorsshall not have any claim whatsoever against Purchaser in connection with thisAgreement or the transactions contemplated hereby.

8.3   ***Survival of Certain Provisions.*****  **Notwithstanding any provision contained in thisAgreement to the contrary, the terms of the Confidentiality Agreement dated October 13,2003 between the Parties, Section 8.2, this Section 8.3, Section 9.2(Brokers; Expenses), Section 9.3 (Publicity) and Article 11(Miscellaneous) shall survive any termination or expiration of this Agreement.

**ARTICLE 9OTHER AGREEMENTS OF THE PARTIES**

9.1   ***Reasonable Efforts.*****  **From and after the Closing Date, upon the terms andsubject to the conditions set forth in this Agreement, each Party shall use allcommercially reasonable efforts to take or cause to be taken all actions and todo or cause to be done all things necessary, proper or advisable underapplicable laws and regulations to consummate and make effective thetransactions contemplated by this Agreement.

9.2   ***Brokers; Expenses.*****  **Except for fees payable to Stephens Inc. byPurchaser, each Party hereto hereby represents and warrants to the other Partythat it has not incurred any liability for brokerage fees, finder’s fees, agent’scommissions or other similar forms of compensation in connection with or in anyway related to the transactions contemplated by this Agreement; *provided*, *however*, thatall filing fees with respect to the HSR Act shall be borne by Purchaser. EachParty hereto shall pay its own fees and expenses (including the fees andexpenses of its attorneys, accountants, investment bankers, brokers, financialadvisors and other professionals) incurred in connection with this Agreementand all transactions contemplated hereby.

9.3   ***Publicity*.****  **No Partyshall issue any press release, written public statement or announcementrelating to this Agreement or the transactions contemplated hereby without thewritten prior approval of the other Party in each instance, except to theextent such disclosure is required by law (in which case such Party shall useall reasonable efforts to give the other Party prior written notice thereof).

9.4   ***Special Tax Provisions*.**

(a)    EachSeller shall file all Tax Returns required to be filed by it following theClosing Date in a timely manner (unless granted an extension by the appropriatetaxing authority, and then in 

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accordance with the termsof such extension), and shall timely pay all Taxes shown to be due thereon withrespect to the period ending on the Closing Date.

(b)   Each Sellershall cooperate fully, as and to the extent reasonably requested by Purchaser,in connection with any audit, litigation or other proceeding with respect toTaxes, to the extent it affects the Acquired Assets. Such cooperation shallinclude the retention and provision of records and information which arereasonably relevant to any such audit, litigation or other proceeding andmaking employees available on a mutually convenient basis to provide additionalinformation and explanation of any material provided hereunder. Each Selleragrees (A) to retain all books and records with respect to Tax matterspertinent to it relating to any taxable period beginning before the ClosingDate until the expiration of the statute of limitations (and, to the extentnotified by Purchaser, any extensions thereof) of the respective taxableperiods, and to abide by all record retention agreements entered into with anytaxing authority, and (B) to give Purchaser reasonable written noticeprior to transferring, destroying or discarding any such books and records, andthe Sellers shall allow the Purchaser to copy such books and records.

(c)    Alltransfer, documentary, sales, use, stamp, registration and other such Taxes,and all conveyance fees, recording charges and other fees and charges(including any penalties and interest) incurred in connection with consummationof the transactions contemplated by this Agreement shall be paid solely by theSellers when due, and each of the Sellers will, at its own expense, file allnecessary Tax Returns and other documentation with respect to all such Taxes,fees and charges; *provided*, *however*,that all license fees of Purchaser in order to be duly licensed by theapplicable states and other governmental authorities shall be paid solely byPurchaser.

(d)   Purchaser and Sellers shall negotiate in good faith to agree uponan “Allocation Statement” (as defined herein). The Parties shall agree on anAllocation Statement by the Closing Date; *provided*, *however*, that if the Parties are unable to agree on theAllocation Statement prior to the Closing Date, they shall jointly retain anAudit Firm to resolve any disputed items, and the Allocation Statement shallreflect such resolution. The costs, fees and expenses of the accounting firmshall be borne equally by Purchaser, on the one hand, and Sellers, on the otherhand. Purchaser and Sellers shall also negotiate in good faith to agree uponany revisions to the Allocation Statement to reflect any adjustments to theconsideration for Tax purposes. Purchaser and Sellers shall report the Taxconsequences of the transactions contemplated by this Agreement in a mannerconsistent with the Allocation Statement as it may be revised from time totime, and shall not take any position inconsistent therewith in any examinationof any Tax Return, in any refund claim, in any litigation or investigation orbefore any Taxing authority, except as required by applicable law. “*Allocation Statement*”means a written document which allocates the Adjusted Purchase Price and theAssumed Liabilities among the Acquired Assets.

9.5   ***Employee Matters*.**

(a)    Each Seller shall use all reasonable business efforts consistentwith the provisions of this Agreement to retain the services of all Employees(as defined in Section 3.21(a) hereof) through the Closing Date. Onor immediately prior to the Closing Date, Purchaser will offer employment, onan at will basis, to substantially all Employees who are classified by Selleras regional or divisional employees, and to such other Employees at its solediscretion. Such offers of employment shall be for such compensation and otherterms and conditions of employment as determined by Purchaser in its solediscretion. Each Seller will use good faith efforts to cause each Employee toaccept employment with Purchaser (but no cash payments or other remunerationsare required to be paid by such Seller in such efforts) and will not take anyactions to retain the services of any Employee offered employment by Purchaser.Employees who accept such offer are, as of the time they first perform servicesfor Purchaser, referred to herein as the “*Transferred Employees*,” but such term specifically doesnot 

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includeJames A. Patterson II, J. Douglas Kannapell, Thomas Dieruf, Patricia Grimes orMarcie Bean (collectively, the “*ExcludedEmployees*)”.

(b)   Sellershall be solely responsible for offering and providing any COBRA coverage (asrequired pursuant to Section 4980B of the Code) with respect to any “qualifiedbeneficiary” who is covered by a Business Employee Plan (as defined in Section 3.20hereof) that is a “group health plan” (as defined under COBRA) and whoexperiences a qualifying event on or prior to the Closing Date. Purchaser shallbe solely responsible for offering and providing any COBRA coverage requiredwith respect to any Transferred Employees (or other “qualified beneficiaries”)who become covered by a group health plan sponsored or contributed to by thePurchaser and who experience a “qualifying event” after the Closing Date. “Qualifiedbeneficiary,” “group health plan” and “qualifying event” are as defined in Section 4980Bof the Code.

(c)    To theextent not prohibited by applicable law, Seller shall provide Purchaser allinformation relating to each Transferred Employee as Purchaser may reasonablyrequire in connection with its employment of such persons, including, withoutlimitation, initial employment dates, termination dates, reemployment dates,hours of service, compensation and tax withholding history in a form that willbe usable by Purchaser and such information shall be true and correct in allrespects.

9.6   ***Seller Representative*.**

(a)    Each Seller and Member Guarantor hereby irrevocably constitutesand appoints Thomas A. Dieruf, or his successor as determined by Sellers withprompt written notice to the Purchaser, as the true and lawful agent andattorney-in-fact (the “*SellerRepresentative*”) of such Seller and Member Guarantor, with fullpowers of substitution to act in the name, place and stead of such Seller andMember Guarantor with respect to the performance on behalf of such Seller andMember Guarantor under the terms and provisions hereof and to do or refrainfrom doing all such further acts and things, and to execute all such documents,as the Seller Representative shall deem necessary or appropriate in connectionwith any transaction contemplated hereunder, including the power to:

(i)          act for such Seller and Member Guarantor with respect toall indemnification matters referred to herein, including the right tocompromise or settle any such claim on behalf of such Seller and MemberGuarantor relating only to monetary payments which are held under the EscrowAgreement;

(ii)        amend or waive any non-materialprovision hereof (including any condition to the Closing) in any manner thatdoes not differentiate among any Seller;

(iii)       employ, obtain and rely upon the adviceof legal counsel, accountants and other professional advisors as the SellerRepresentative, in the sole discretion thereof, deems necessary or advisable inthe performance of the duties of the Seller Representative;

(iv)        receive any portion of the PurchasePrice or any other payment due from the Purchaser to such Seller pursuant tothis Agreement;

(v)         act for each Seller with respect to all Purchase Pricematters and all Purchase Price adjustments matters referred to herein;

(vi)        act for each Seller with respect to theEscrow Agreement;

(vii)      incur any expenses, liquidate and withholdassets received on behalf of such Seller prior to their distribution to suchSeller to the extent of any amount that the Seller Representative deemsnecessary for payment of or as a reserve against expenses, and pay suchexpenses or deposit the same in an interest-bearing bank account establishedfor such purpose;

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(viii)     receive all notices, communications anddeliveries hereunder on behalf of such Seller and Member Guarantor; and

(ix)        do or refrain from doing any further actor deed on behalf of such Seller and Member Guarantor that the SellerRepresentative deems necessary or appropriate, in the sole discretion of theSeller Representative, relating to the subject matter hereof as fully andcompletely as such Seller and Member Guarantor could do if personally presentand acting and as though any reference to such Seller and Member Guarantorherein was a reference to the Seller Representative.

(b)   Theappointment of the Seller Representative shall be deemed coupled with aninterest and shall be irrevocable, and any other individual or entity mayconclusively and absolutely rely, without inquiry, upon any action of theSeller Representative as the act of each Seller and Member Guarantor, asapplicable, in all matters referred to herein. Each Seller and Member Guarantorhereby ratifies and confirms that the Seller Representative shall do or causeto be done by virtue of the Seller Representative’s appointment as Seller Representativeof such Seller and Member Guarantor. The Seller Representative shall act foreach Seller and Member Guarantor, as applicable, on all of the matters setforth herein in the manner the Seller Representative believes to be in thereasonable best interest of such Seller and Member Guarantor, but the SellerRepresentative shall not be responsible to any Seller or Member Guarantor forany loss or damage such Seller may suffer by reason of the performance by theSeller Representative of the Seller Representative’s duties hereunder, otherthan any loss or damage arising from the Seller Representative’s willfulmisconduct or gross negligence in the performance of the Seller Representative’sduties hereunder.

(c)    EachSeller and Member Guarantor hereby expressly acknowledges and agrees, that theSeller Representative is authorized to act on behalf of such Seller and MemberGuarantor notwithstanding any dispute or disagreement, and that any individualor entity shall be entitled to rely on any and all actions taken by the SellerRepresentative hereunder without liability to, or obligation to inquire of, anySeller and Member Guarantor, as applicable. In the event the SellerRepresentative resigns or ceases to function in such capacity for any reasonwhatsoever, then the successor Seller Representative shall be Michael M.Fleishman; *provided*, *however*,that in the event for any reason Michael M. Fleishman is removed, unable orunwilling to perform as the successor Seller Representative, then one of JamesA. Patterson, Michael M. Fleishman and Frank O. Keener, in that order, shallappoint a successor; *provided*, *further*, however, that such Seller Representative may beremoved by a majority vote of the Member Guarantors’ interest as set forth in *Schedule 2*. The Sellers (jointly and severally) and eachMember Guarantors (severally only based on and limited to such Member Guarantor’spercentage listed in *Schedule 2* ofthe Purchase Price) shall indemnify and hold the Seller Representative harmlessfrom and against any and all liabilities, losses, costs, damages and expenses(including attorneys’ fees) reasonably incurred or suffered as a result of theperformance of the Seller Representative’s duties hereunder, except to theextent arising from the willful misconduct or gross negligence of the SellerRepresentative.

(d)   Notwithstandinganything to the contrary herein, the Seller Representative shall not beauthorized to modify, amend or waive any material term of this Agreement.

9.7   ***Non-Competition and Non-Solicitation*.**

(a)    EachSeller (jointly and severally), each Member Guarantor in regards to actions orinactions by each Seller (severally only based on and limited to such MemberGuarantor’s percentage listed in *Schedule 2*),and each Member Guarantor as to its own actions or inactions only, covenantsand agrees that, in consideration of the consummation of the transactions byPurchaser hereunder, neither it nor any of its affiliates which such personcontrols, is controlled by or is under common 

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control with, directly orindirectly, whether individually, in partnership, jointly or in conjunctionwith, or on behalf of, any person or entity, shall for a period of three (3) yearsfrom the Closing Date:

(i)          engage, whether wholly or partly, inthe Business in the following states (the “*Restricted Territory*”): Alabama, Ohio, Oklahoma, SouthCarolina, Kentucky, Colorado, North Carolina, Arkansas, Georgia (unless Georgiais excluded pursuant to Section 1.6(b)), West Virginia, Florida and Tennessee(except with respect to those certain eight stores owned by Advance Cash, Inc.and its affiliates located in cities in Tennessee where Sellers do notcurrently conduct business, provided that no new stores may be opened and nostore may be re-located to a city different from its current location);

(ii)        serve as a director, officer, employee,consultant, lender (except with respect to an existing loan to someone in theIndustry made by Frank O. Kenner in the amount of $100,000), advisor,independent contractor or joint venturer with respect to an entity that whollyor partly, directly or indirectly, engages in the Business in the RestrictedTerritory;

(iii)       directly or indirectly own any equityinterest in (excluding ownership of less than two percent (2%) of theoutstanding common stock of any publicly held corporation), or control anyportion of a business that wholly or partly, directly or indirectly, engages inthe Business in the Restricted Territory other than the Purchaser and itsaffiliates; and

(iv)        take any action that is designed orintended to have the effect of discouraging any customer, supplier, lessor,licensor or other business associate of any Seller from maintaining the samebusiness relationship with Purchaser after the Closing Date as it maintainedwith such Seller prior to the Closing Date.

(b)   Notwithstanding anything herein to the contrary, the Partiesacknowledge and agree that First American Holding shall have the right tocontinue to operate FAS Financial, LLC, a Tennessee limited liability company,and First American Tax Services, LLC, a Kentucky limited liability company, inthe existing Sellers’ store locations following the Closing Date for a periodof sixty (60) days after the Closing Date. In connection therewith, Purchaseragrees to cause its employees to promptly remit to First American Holding anychecks due to First American Holding, FAS Financial LLC, or First American TaxServices, LLC and received by such employees and First American Holding shallreimburse Purchaser for its direct costs in connection therewith. To the extent thatthe Georgia Business is excluded from this Agreement pursuant to Section 1.6(b),the Purchaser and First American Holding shall enter into a Services Agreement,in substantially the form attached hereto as *Exhibit F*(the “*Services Agreement*”), providing inpart for the management of the back office of the operations of First AmericanHolding and the price per month for such services in an amount set forth in theServices Agreement.

(c)    Each Seller(jointly and severally), and each Member Guarantor in regards to actions orinactions by each Seller (severally only based on and limited to such MemberGuarantor’s percentage listed in *Schedule 2*),and each Member Guarantor as to its own actions or inactions only, covenantsand agrees that, in consideration of the consummation of the transactions byPurchaser hereunder, neither it nor any of its affiliates which such personcontrols, is controlled by or is under common control with, directly or indirectly,whether individually, in partnership, jointly or in conjunction with, or onbehalf of, any person or entity, shall for a period of two (2) years fromthe Closing Date (a) solicit, persuade, encourage or induce anyTransferred Employee to cease employment with or retention by the Purchaser orits subsidiaries; or (b) hire any Transferred Employee, *provided*, *however*, thatthis Section 9.7 shall not apply to (i) general solicitations ofemployment not specifically directed toward an employee; (ii) any solicitationor hiring of Mr. Thomas H. Lowe following the expiration of the first sixmonths of his employment with Purchaser or earlier if Mr. Lowe andPurchaser mutually agree to an earlier termination; or (iii) anysolicitation or hiring of any 

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Transferred Employee whoseemployment with Purchaser or its subsidiaries has been terminated for at leastsix (6) months.

(d)   Each Seller and Member Guarantor hereby acknowledges and agreesthat the covenants contained in this Section 9.7 (the “*Protective Covenants*”)are reasonable as to time, scope and territory given Purchaser’s need toprotect trade secrets and confidential information, and each Seller and MemberGuarantor acknowledges and agrees that Purchaser and its affiliates andassignees would be irreparably damaged if any Seller or Member Guarantor wereto provide services to or otherwise participate in the Business in theRestricted Territory and that any such competition by any Seller or MemberGuarantor would result in a significant loss of goodwill by Purchaser and itsaffiliates and assignees. In the event any Protective Covenant in thisAgreement shall be determined by any court of competent jurisdiction to beunenforceable by reason of its extending for too great a period of time or overtoo great a geographical area or by reason of its being too extensive in anyother respect, it shall be interpreted to extend only over the maximum periodof time for which it may be enforceable and/or over the maximum geographicalarea as to which it may be enforceable and/or to the maximum extent in allother respects as to which it may be enforceable, all as determined by suchcourt in such action.

(e)    EachSeller and each Member Guarantor hereby acknowledges and agrees that any breachof a Protective Covenant by it will cause irreparable damage to Purchaser, theexact amount of which will be difficult to determine, and that the remedies atlaw for any such breach will be inadequate. Accordingly, each Seller and eachMember Guarantor hereby agrees that, in addition to any other remedy that maybe available at law, in equity, or hereunder, the Purchaser shall be entitledto specific performance and injunctive relief, without posting bond or othersecurity, to enforce or prevent any violation of any of the Protective Covenantsby it.

(f)    Notwithstandinganything to the contrary in this Section 9.7, no Member Guarantor shall beliable to Purchaser for the other Member Guarantors’ actions or inactions(including each of their affiliates which such person controls, is controlledby or is under common control with, directly or indirectly, whetherindividually, in partnership, jointly or in conjunction with, or on behalf of,any person or entity) relating to such other Member Guarantors’ breach of anyProtective Covenant or any other representation, warranty or covenant.

(g)    TheParties acknowledge and agree that solely for purposes of this Section 9.7,“Business” shall mean the deferred deposit business where the loan or advancewas in an amount of $500 or less and where the post-dated check is taken ascollateral for such loan or advance.

9.8   ***WARN Act.*****  **EachSeller has or will comply with its obligations pursuant to WARN and all othernotification and bargaining obligations arising under any collective bargainingagreement, statute or otherwise, in each case to the extent affecting in wholeor in part of any site of employment, facility, operating unit, or employee ofa Seller. No Seller shall affect a “plant closing” or “mass layoff” (as thoseterms are defined under WARN) at any time between the date of this Agreementand the Closing Date, affecting in whole or in part any site of employment,facility, operating unit or employee of a Seller without complying with allprovisions of WARN. Sellers shall be responsible for providing any notice oflayoff or plant closing, if required pursuant to WARN or any applicable stateor local plant closing notification statute, with respect to any Employees whoare not employed by Purchaser or its affiliates as of the Closing Date andshall maintain such employees on Seller’s payroll for any period of notice requiredby WARN and any applicable state or local plant closing notification statute.

9.9   ***Access to Information.*****  **After the Closing Date, the Member Guarantors, theSellers and their representatives, affiliates, managers, members and employeesshall have reasonable access to all of the books and records of Sellers, to theextent that such access may reasonably be required in connection with mattersrelating to events on or prior to the Closing Date, including but not limitedto, the preparation of 

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Tax Returns, and the rightto copy all of the same and the use of all originals as required. Such accessshall be afforded by the Purchaser upon receipt of reasonable advance noticeand during normal business hours. If the Purchaser shall desire to dispose ofany of such books and records within seven years after the Closing Date, thePurchaser shall, prior to such disposition, give the Seller Representative areasonable opportunity, at the Sellers’ expense, to segregate and remove suchbooks and records as Sellers may select.

9.10   ***Trademark License.*****  **If the Purchaser or Sellers haveterminated the acquisition of the Georgia Business in accordance with Section 1.6(b) thenfor a period of five (5) years beginning on the Closing Date, Purchasershall give Sellers and their affiliates an irrevocable, royalty-free right andlicense, substantially the form of *Exhibit E*,to use the Trademarks (the “*Trademark Agreement*”),in Georgia.

9.11   ***Purchaser.*****  **The Purchaser shall represent andwarrant at the Closing to the Sellers and Member Guarantors that it has beenadequately capitalized as provided in *Schedule 9.11*.

9.12   ***Renewal or Extension of Lease.*****  **After the Closing Date, no option toextend or renew a Real Property Lease shall occur unless the Sellers are fullyreleased from all obligations and duties under such Real Property Lease.

**ARTICLE 10INDEMNIFICATION**

10.1   ***Indemnification by Sellers and MemberGuarantors.*****  **Subjectto Sections 10.4 hereof, each of the Sellers, jointly and severally, and theMember Guarantors severally only and based on and limited to such MemberGuarantor’s percentage listed in *Schedule 2*(provided that Member Guarantors’ indemnification liability under this Article 10as it relates to the items set forth in Section 9.7 shall be limited inaccordance with Section 9.7 and 10.7(b)), shall indemnify, promptly defendand hold harmless Purchaser and its affiliates and subsidiaries, and theirrespective partners, members, employees, officers, directors, agents andrepresentatives (collectively, the “*Seller Indemnified Parties*”), from and against any andall claims, costs, expenses (including costs of investigation, attorneys’ fees,accounting fees and court costs), judgments, actions, suits, proceedings,penalties, fines, damages, losses and liabilities of any kind or natureincurred by such party, other than as set forth in Section 10.11(collectively, “*Losses*,”),which term shall be deemed to have the same meaning regardless whetherapplicable to Purchaser, Sellers or Member Guarantors) relating to, resultingfrom or arising out of:

(a)    any breachof any representation or warranty made by Sellers in Article 3 in thisAgreement or any breach of any representation or warranty made by a MemberGuarantor in Article 2 of this Agreement, but only as to such MemberGuarantor’s own breach;

(b)   any breachof any covenant or agreement of a Member Guarantor contained in this Agreement,but each Member Guarantor’s liability hereunder shall apply only as to suchMember Guarantor’s own breach, or any breach of any covenant or agreement ofSellers contained in this Agreement;

(c)    theExcluded Liabilities; and

(d)   anyobligation or liability of the Sellers to third parties or governmentalagencies which arose from an act or omission of Sellers that occurred prior tothe Closing Date.

10.2   ***Indemnification by Purchaser.*****  **Subject to Section 10.10, Purchaser shallindemnify, promptly defend and hold harmless the Sellers and Member Guarantorsand their respective affiliates and subsidiaries, and their respectivepartners, members, employees, officers, directors, agents and representatives(collectively, the “*PurchaserIndemnified Parties*”), from and against any and all Lossesrelating to, resulting from or arising out of:

(a)    any breachof any representation or warranty made by Purchaser in this Agreement;

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(b)   any breachof any covenant or agreement of Purchaser contained in this Agreement;

(c)    theAssumed Liabilities, the Assumed Contracts and Leases; and

(d)   anyliability, loss, action, cause of action, claim, lawsuit, investigation and thelike relating to, resulting from or arising out of the Acquired Assets or theBusiness that arise out of acts, omissions or other matters that occur on orafter the Closing Date, except as provided in the last sentence of Section 3.11(a)(ii).

10.3   ***Administration of Third Party Claims*.**

(a)    Promptly following receipt by any of the Seller IndemnifiedParties and/or the Purchaser Indemnified Parties (each, an “*Indemnified Party*”)of written notice by a third party (including any governmental authority) ofany complaint or the commencement of any audit, investigation, action orproceeding with respect to which such Indemnified Party may be entitled toreceive payment from the other Party for any Purchaser Losses or Seller Losses,as the case may be, such Indemnified Party shall notify the Purchaser or theSellers and Member Guarantors, as the case may be (the “*Indemnifying Party*”),promptly following the Indemnified Party’s receipt of such complaint or ofnotice of the commencement of such audit, investigation, action or proceeding; *provided*, *however*, thatthe failure to so notify the Indemnifying Party shall relieve the IndemnifyingParty from liability hereunder with respect to such claim only if, and only tothe extent that, such failure to so notify the Indemnifying Party results inthe forfeiture by the Indemnifying Party of (or otherwise actually prejudicesany) rights and defenses otherwise available to the Indemnifying Party withrespect to such claim. The Indemnifying Party shall have the right, within twenty(20) days after such notice from the Indemnified Party, to assume the defenseof such audit, investigation, action or proceeding, including the employment ofcounsel, and the Indemnifying Party shall pay the fees and disbursements ofcounsel for the Indemnifying Party as incurred; *provided*,*however*, that the Indemnified Party (atits expense) shall have the right to jointly defend such defense or action ofany nature with the Indemnifying Party. In assuming the defense (subject tosuch joint defense with the Indemnified Party as set forth herein) of suchaudit, investigation, action or proceeding, the Indemnifying Party shall useall reasonable efforts to mitigate against any unnecessary costs or expenses ofthe Indemnified Party (and vice versa). In the event, however, that theIndemnified Party declines or fails to join in the defense of the audit,investigation, action or proceeding on the terms provided above in either casewithin such twenty (20) day period, then the Indemnifying Party shall have the rightto conduct the defense of such audit, investigation, action or proceeding as itsolely determines, including the employment of counsel and the payment of thefees and disbursements of such counsel. In any audit, investigation, action orproceeding for which indemnification is being sought hereunder the IndemnifiedParty or the Indemnifying Party, whichever is not assuming the defense of suchaction, shall have the right to participate in such matter (joint defense) andto retain its own counsel at such Party’s own expense. The Indemnifying Partyor the Indemnified Party (as the case may be) shall at all times use reasonableefforts to keep the Indemnifying Party or Indemnified Party, as the case maybe, reasonably apprised of the status of the defense of any matter the defenseof which it is maintaining and to cooperate in good faith with each other withrespect to the defense of any such matter.

(b)   No Indemnified Party may settle or compromise any claim or consentto the entry of any judgment with respect to which indemnification is beingsought hereunder without the prior written consent of the Indemnifying Partyunless such settlement, compromise or consent includes an unconditional releaseof the Indemnifying Party and its officers, directors, employees, members,agents, representatives and affiliates from all liability (including anyliability as a result of a claim by the Indemnified Party against theIndemnifying Party) arising out of such claim and does not require any paymentor obligation from the Indemnifying Party. No Indemnifying Party may settle or

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compromise any claim orconsent to the entry of any judgment with respect to which indemnification isbeing sought hereunder without the prior written consent of the IndemnifiedParty unless such settlement, compromise or consent (i) includes anunconditional release of the Indemnified Party and its officers, directors,employees, members, agents, representatives and affiliates from all liability(including any liability as a result of a claim by the Indemnifying Partyagainst the Indemnified Party) arising out of such claim, (ii) does notcontain any admission or statement suggesting any wrongdoing or liability onbehalf of the Indemnified Party, (iii) does not contain any equitableorder, judgment or term that in any manner would affect, restrain or interferewith the Business in the Purchaser’s hands and (iv) does not require anypayment or obligation from the Indemnified Party.

(c)    In the event an Indemnified Party claims a right to paymentpursuant hereto, such Indemnified Party shall send written notice of such claimto the appropriate Indemnifying Party. Such notice shall specify the basis forsuch claim. The failure by any Indemnified Party so to notify the IndemnifyingParty shall not relieve the Indemnifying Party from any liability that it mayhave to such Indemnified Party with respect to any claim made pursuant to this Section 10.3(c),except that the failure to so notify the Indemnifying Party shall relieve theIndemnifying Party from liability hereunder with respect to such claim if suchfailure to so notify the Indemnifying Party results in the forfeiture by theIndemnifying Party of (or otherwise actually prejudices any) rights anddefenses otherwise available to the Indemnifying Party with respect to suchclaim. It is understood that notices for claims in respect of a breach of arepresentation or warranty must be delivered prior to the expiration of thesurvival period for such representation or warranty under Section 10.4(a),otherwise such claim shall not be deemed valid. In the event the IndemnifyingParty does not notify the Indemnified Party within thirty (30) days followingits receipt of such notice that the Indemnifying Party disputes its liabilityto the Indemnified Party under this Article or the amount thereof, theclaim specified by the Indemnified Party in such notice shall be conclusivelydeemed a liability of the Indemnifying Party under this Article 10(subject to Section 10.4), and the Indemnifying Party shall pay the amountof such liability to the Indemnified Party on demand when such liability orportion of the claim becomes finally determined. In the event the IndemnifyingParty has timely disputed its liability with respect to such claim as providedabove, then as promptly as possible, such Indemnified Party and the appropriateIndemnifying Party shall establish the merits and amount of such claim (bymutual agreement, litigation, arbitration or otherwise) and, within ten (10) businessdays following the final determination (and after expiration of all appeals orthe expiration of all appeal periods being taken) of the merits and amount ofsuch claim, if it is determined that the Indemnifying Party owes any amounts tothe Indemnified Party, then the Indemnifying Party shall pay (subject to Section 10.4)to the Indemnified Party in immediately available funds in an amount equal tosuch claim as determined hereunder.

10.4   ***Limitations*.**

(a)    (i) Subjectto Sections 10.4(d) and 10.7, the representations, warranties andcovenants, made by the Member Guarantors and Sellers shall survive the Closingonly for a period of two (2) years following the Closing Date and thenshall be deemed null and void *ab**initio*; *provided*, *that* any claim made in writing pursuant to this Article 10in respect of the alleged breach or violation of such representations,warranties and covenants prior to the expiration of such two (2) yearperiod shall survive until finally resolved; *provided*,*further*, that the followingrepresentations, warranties and covenants shall survive the Closing and shallnot be subject to the time limitation set forth in this Section 10.4(a)(i):regarding the obligations of Sellers with respect to Excluded Liabilities, todischarge the Excluded Liabilities, and the obligations under Section 3.9(Title to Assets), Section 9.1 (Reasonable Efforts), Section 9.2(Brokers; Expenses), Section 9.4 (Special Tax Provisions), Section 9.7(Non-Competition and Non-Solicitation), Section 9.9 (Access toInformation), 

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Section 9.12 (Renewalor Extension of Lease), this Article 10 (Indemnification) and Article 11(Miscellaneous).

(ii)        Subject to Sections 10.7 and 10.10, therepresentations, warranties and covenants, made by the Purchaser shall survivethe Closing only for a period of two (2) years following the Closing Dateand then shall be deemed null and void *ab**initio*; *provided*, *that* any claim made in writing pursuant to this Article 10in respect of the alleged breach or violation of such representations,warranties and covenants prior to the expiration of such two (2) yearperiod shall survive until finally resolved; *provided*,*further*, that the following covenantsshall survive the Closing and shall not be subject to the time limitation setforth in this Section 10.4(a)(ii) regarding the obligations of thePurchaser with respect to Assumed Liabilities, to discharge the AssumedLiabilities, and the obligations under Section 9.1 (Reasonable Efforts), Section 9.2(Brokers; Expenses), Section 9.4 (Special Tax Provisions), Section 9.7(Non-Competition and Non-Solicitation), Section 9.9 (Access toInformation), Section 9.12 (Renewal or Extension of Lease), this Article 10(Indemnification) and Article 11 (Miscellaneous).

(b)   None of theSellers or Member Guarantors shall have any liability for Purchaser Lossesarising under Section 10.1(a) unless and until the aggregate amountof such Purchaser Losses exceed $300,000 (in the determination of such amount,materiality standards shall not be taken into account), in which eventPurchaser may claim indemnification for the full amount of all Purchaser Lossesfrom the Sellers and the Member Guarantors (as applicable), over and above such$300,000 amount but specifically subject to the limitations set forth in thisAgreement; *provided*, *however*,that the $300,000 as referenced in this Section 10.4(b) shall notapply as to violations of Sections 2.2 and 3.2 (Power and Authority), Section 3.9(Title to Assets), Section 1.1 (Purchase of Assets), Section 1.7(Adjustments to Purchase Price) and Section 9.7 (Non-Competition andNon-Solicitation).

(c)    Subject to Section 10.4(d), in no eventshall the aggregate liability of the Sellers and Member Guarantors forPurchaser Losses arising under Section 10.1(a) exceed (i) $9,652,232 for the one year periodfollowing the Closing Date, and (ii) $4,826,116with respect to claims made by Purchaser in writing on Sellersand Member Guarantors thereafter during the second year after the Closing Dateand thereafter there shall be no liability by the Sellers or Member Guarantorsto the Purchaser unless otherwise explicitly provided herein; *provided*,*however*, in no event shall the aggregate liability of theSellers and Member Guarantors for Purchaser Losses arising under Section 10.1(a) exceed$9,652,232, except as provided in Section 10.4(d) andSection 10.7. Any amount paid to Purchaser pursuant to the EscrowAgreement as a result of a breach of representation, warranty or covenant, as describedin Section 10.1(a) or (b), shall reduce the amount that may berecovered against the Sellers and Member Guarantors under this Section 10.4(c).Except as contemplated in Section 10.7, any amount paid by Sellers and/orthe Member Guarantors as a result of a breach of representation, warranty orcovenant, as described in Section 10.1(a) or (b), or pursuant to theEscrow Agreement as a result of a breach of representation, warranty orcovenant, as described in Section 10.1(a) or (b), shall reduce the amountthat may be recovered against them under Section 10.4(d).

(d)   Notwithstandingany provision contained in this Agreement to the contrary, the limitationscontained in Sections 10.4(a)(i) and 10.4(c) hereof shall not applywith respect to any breach by any Seller or Member Guarantor of:

(i)          Sections 2.2 and 3.2 (Power and Authority);

(ii)        Section 3.6 (Financial Statements—otherthan as contemplated by Section 3.6(b) but subject to Section 3.11(a)(ii) andthe last sentence of 3.15(a));

(iii)       Section 3.9 (Title to Assets);

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(iv)        Section 3.11 (Notes and Receivables—otherthan as contemplated by Section 3.11(a)(ii), but subject to the lastsentence of 3.15(a));

(v)         Section 3.14 (Litigation—but only to the extent ofjudgments against Purchaser by third parties or governmental agencies withrespect to acts or omissions of Sellers that occurred prior to the ClosingDate);

(vi)        Section 3.15(a) (Compliancewith Laws—other than as contemplated therein, but subject to Section 3.11(a)(ii));

(vii)      Section 3.16 (Permits and Licenses—otherthan as contemplated therein);

(viii)     Section 3.17 (Taxes); and

(ix)        Discharging the Excluded Liabilities;

*provided*,*however*, that for purposes of this Section 10.4(d) suchprovisions shall be read as though none of them contained more than oneMaterial Adverse Effect, materiality or knowledge qualifier; *provided*, *further*, thatany liability of the Sellers and Member Guarantors, in the aggregate, andsubject to each Member Guarantor’s percentage limitation set forth in *Schedule 2*, under this Section 10.4(d) orotherwise under this Agreement (but in all events subject to Sections 9.7,10.4(a)(i), (b) and (c), and 10.7) shall not exceed the Purchase Priceminus the $300,000 as referenced in Section 10.4(b).

10.5   ***Rights Under Escrow Agreement.*****  **In the event any Seller or Member Guarantor has anyliability to Purchaser pursuant to Section 10.1 hereof for any PurchaserLosses, in addition to any other rights and remedies Purchaser may have,Purchaser shall be entitled to payment thereof under the Escrow Agreement (butthere shall be no duplicate payments to Purchaser) and all indemnity claimsrelating to a breach of a representation, warranty or covenant of the Sellersand Member Guarantors (other than pursuant to Section 1.1 (Purchase ofAssets), Section 1.7 (Adjustments to Purchase Price) and Section 9.7(Non-Competition and Non-Solicitation)) shall be first paid from the escrowpursuant to the Escrow Agreement to the extent of any funds therein.

10.6   ***Payments.*****  **Allpayments made under this Article 10 shall be deemed adjustments to thePurchase Price.

10.7   ***Exclusive Remedy*.**

(a)    Notwithstandinganything to the contrary contained in this Agreement, the sole and exclusiveremedy available to the Parties against the other Parties hereto from and afterthe date hereof for any and all claims arising under this Agreement, whether aremedy otherwise could have been sought on the basis of contract,quasi-contract, negligence, tort, strict liability or absolute liability(whether statutory or common law) or otherwise and regardless of whether or towhat extent any statue or common law may provide, shall be indemnificationpursuant to this Article 10; *provided*, *however*, that this Section 10.7 shall not preclude or otherwiselimit the assertion of any right or remedy for specific performance or otherequitable relief, including specific performance, of the Protective Covenants; *provided*, *further*, thatPurchaser may pursue any right or remedy for a claim of fraud against Sellersor Member Guarantors (jointly, not severally, and in any event each such MemberGuarantor shall be liable for only its own fraud and not for any other fraud ofanother party to this Agreement) and recover all amounts due therefor withoutany limitations imposed on such amounts (including, without limitation, thelimitations imposed by Section 10.4 or Section 10.11) to the extentPurchaser can establish by the appropriate standard in a court of competentjurisdiction that Sellers, jointly and severally, and each Member Guarantor,severally and in any event each such Member Guarantor shall be liable for onlyits own fraud and not for any other fraud of another party to this Agreement,have committed fraud against the Purchaser with respect to this Agreement andthe transactions contemplated hereby; *provided*, *further*, that Sellers or the Member Guarantors may 

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pursue any right or remedyfor a claim of fraud against the Purchaser and recover all amounts due thereforwithout any limitations imposed on such amounts (including, without limitation,the limitations imposed by Section 10.10) to the extent the Sellers orMember Guarantors can establish by the appropriate standard in a court ofcompetent jurisdiction that the Purchaser has committed fraud against theSellers or the Member Guarantors with respect to this Agreement and thetransactions contemplated hereby.

(b)   Notwithstandinganything to the contrary contained in this Agreement, Purchaser may pursue anyright or remedy for a claim of a breach of the Protective Covenants set forthin Section 9.7, jointly and severally against Sellers, against each MemberGuarantor severally and only based on and limited to such Member Guarantor’spercentage listed in Schedule 2 for actions of the Sellers, and against eachMember Guarantor as to its own actions or inactions only but without regard tosuch Member Guarantor’s percentage listed in *Schedule 2*,and recover all amounts due therefore without any limitations imposed on suchamounts (including, without limitation, the limitations imposed by Section 10.4or Section 10.11) other than as set forth in this Section 10.7(b). Notwithstandinganything to the contrary herein except as set forth in Sections 9.7 and 10.7,all Parties hereto acknowledge that the total liability of a Member Guarantorunder this Agreement for any cause of action whatsoever, shall in theaggregate, in all events be limited to such Member Guarantor’s percentage ofthe Purchase Price set forth in *Schedule 2*.

10.8   ***Books and Records.*****  **The IndemnifiedParty shall make available to the Indemnifying Party and its counsel andaccountants at reasonable times and for reasonable periods, during normalbusiness hours, all books and records of the Indemnified Party relating to anysuch possible claim for indemnification, and each Party hereunder shall renderto the other such assistance as it may reasonably require of the other in orderto insure prompt and adequate defense of any suit, claim or proceeding basedupon a state of facts which may give rise to a right of indemnificationhereunder.

10.9   ***Tax and Insurance Benefit.*****  **The amount of any Loss for which indemnification isprovided under this Article 10 shall be (i) net of any amountsactually recovered, if any, by the Indemnified Party under any insurance policieswith respect to such Loss and taking into account any premium adjustments(retrospective or otherwise for the appropriate period of time as determined bythe Parties or a court) proximately caused by the making of such claim underany insurance policies; and (ii) reduced or increased to take account ofany net Tax benefit or Tax cost realized by the Indemnified Party proximatelycaused by the incurrence or payment of any such Loss, in each case when and assuch Tax cost or Tax benefit is actually realized through an increase orreduction of Taxes otherwise due; *provided*, *however*,that any amounts actually recovered pursuant to any insurance policies and anyreduction as a result of any net Tax benefit realized by the Indemnified Partyshall not be counted for purposes of calculating the limit on indemnificationset forth in Sections 10.4(c) and 10.4(d) (which means that it shallnot reduce the amount of Losses on which Sellers shall be obligated to makepayments pursuant to such Sections).

10.10   ***Limitation on Purchaser’s Liability*.**

(a)    Except asprovided in Section 10.4(a)(ii), Section 10.7 or Section 10.10(b),the liability of the Purchaser to the Sellers and the Member Guarantors for anybreaches of its representations, warranties and covenants made by the Purchaserin connection with this Agreement shall be limited to $9,652,232 for the one year period following the Closing Date, and (ii) $4,826,116with respect to claims made bySellers or Member Guarantors in writing on Purchaser thereafter during thesecond year after the Closing Date and thereafter there shall be no liabilityby the Purchaser to the Sellers or Member Guarantors unless otherwiseexplicitly stated herein.

(b)   Notwithstandingany provision contained in this Agreement to the contrary, the dollarlimitations contained in Section 10.10(a) shall not apply withrespect to any breach by the Purchaser of (i) Section 4.2 (Power andAuthority), (ii) Section 4.5 (Litigation), and (iii) dischargingthe Assumed 

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Liabilities; *provided*, *further*, thatany liability of the Purchaser to the Sellers or the Member Guarantors, in theaggregate, under this Section 10.10 or otherwise under this Agreement,except for a cause of action relating to fraud as set forth in Section 10.7,shall not exceed the Purchase Price.

10.11   ***Losses.*****  **Notwithstandinganything to the contrary herein and subject to Section 10.7, Losses (asdefined in Section 10.1) shall not include claims, costs, expenses(including costs of investigation, attorneys’ fees, accounting fees and courtcosts), judgments, actions, suits, proceedings, penalties, fines, damages,losses and liabilities of any kind or nature resulting from (i) anyAdverse Occurrence, (ii) any change or decrease in CompuCredit Corporation’sor the Purchaser’s or affiliates’ equity price, (iii) any adversepublicity with respect to the Industry, (iv) punitive damages, (v) exemplarydamages, (vi) speculative damages, (vii) consequential damages, (viii) orany other damages other than actual damages or (ix) special damages,except as specifically provided in the following sentence. *Provided*,*however*, subject to all of the otherlimitations set forth in this Section 10, the Purchaser shall be entitledto bring a lawsuit to recover from the Sellers and Member Guarantors (based onand limited to such Member Guarantor’s percentage listed in *Schedule 2*), the greater of (i) actual damages or (ii) specialdamages resulting from a breach of warranty, representation or covenant of theSellers contained in this Agreement, but only to the extent such breach causesa permanent loss of earnings in the Business in Purchaser’s hands, but suchspecial damages shall be strictly limited to the (x) actual loss of thatportion of the one year’s worth of Earnings Before Interest Taxes Depreciationand Amortization, as reflected on the Initial Financial Statements for theperiod ending December 31, 2003, that directly result from such breach bythe Sellers, multiplied by (y) five and two tenths (5.2); *further*,*provided*, *however*,the Purchaser shall use its commercially reasonable efforts to mitigate allLosses.

**ARTICLE 11MISCELLANEOUS**

11.1   ***Notices*.**

(a)    All notices, consents, requests and othercommunications hereunder shall be in writing and shall be sent by handdelivery, by certified or registered mail (return-receipt requested), by arecognized national overnight courier service or telecopied as set forth below:
| If to Purchaser: | Valued Services Acquisitions Company, LLC   |
|------------------|---------------------------------------------|
|             | 245 Perimeter Center Parkway                |
|             | Suite 600                              |
|             | Atlanta, Georgia 30346                      |
|             | Attention: President                        |
|             | Fax: (770) 206-6187                         |
| with a copy to:  | Valued Services  Acquisitions Company, LLC  |
|             | 245 Perimeter Center Parkway                |
|             | Suite 600                              |
|             | Atlanta, Georgia 30346                      |
|             | Attention: General Counsel                  |
|             | Fax: (770) 206-6183                         |
| and a copy to:   | Troutman Sanders LLP                        |
|             | 600 Peachtree Street, N.E., Suite 5200 |
|             | Atlanta, Georgia 30308                      |
|             | Attention: Andrea M. Farley                 |
|             | Fax: (404) 962-6555                         |

47

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| If to any Seller or |                                           |
|---------------------|------------------------------------------------|
| Member Guarantor:   | Seller Representative                          |
|                | Thomas A. Dieruf                               |
|                | 10000 Shelbyville Road                         |
|                | Louisville, Kentucky 40223                     |
|                | Fax: (502) 245-4792                            |
| with a copy to:     | Michael M. Fleishman                           |
|                | Greenebaum Doll & McDonald PLLC       |
|                | 101 South Fifth Street                         |
|                | 3500 National City Tower                       |
|                | Louisville, KY 40202                           |
|                | Fax: (502) 540-2131                            |
| with a copy to:     | Sharon L. McBrayer                             |
|                | Womble Carlyle Sandridge & Rice, PLLC |
|                | One Atlantic Center                            |
|                | 1201 West Peachtree Street, Suite 3500    |
|                | Atlanta, GA 30309                              |
|                | Fax: (404) 888-7490                            |

 

(b)   Noticesdelivered pursuant to Section 11.1(a) shall be deemed given: (i) onthe date delivered, if personally delivered or telecopied (with confirmation); (ii) atthe time received, if mailed; and (iii) two (2) business day aftertimely delivery to the courier, if by overnight courier service.

(c)    Any Partyhereto may change the address to which notice is to be sent by written noticeto the other Party in accordance with this Section 11.1.

11.2   ***Entire Agreement*.****  **ThisAgreement, including all schedules and exhibits hereto (all of which areincorporated herein by this reference into this Agreement), contains the entireagreement and understanding concerning the subject matter hereof among theParties and specifically supersedes any other agreement or understanding amongthe Parties related to the subject matter hereof, including that certain Letterof Intent dated as of December 29, 2003; *provided*,*that* the provisions of that certainConfidentiality Agreement between Purchaser and First American Holding, dated October 13,2003, shall remain in full force and effect.

11.3   ***Waiver; Amendment.*****  **No waiver, termination or discharge of thisAgreement, or any of the terms or provisions hereof, shall be binding upon anyParty unless confirmed in writing. No waiver by any Party of any term orprovision of this Agreement or of any default hereunder shall affect such Party’srights thereafter to enforce such term or provision or to exercise any right orremedy in the event of any other default, whether or not similar. ThisAgreement may not be modified or amended except by a writing executed by allParties.

11.4   ***Severability*.****  **If anyprovision of this Agreement shall be held void, voidable, invalid orinoperative, no other provision of this Agreement shall be affected as a resultthereof, and, accordingly, the remaining provisions of this Agreement shallremain in full force and effect as though such void, voidable, invalid orinoperative provision had not been contained herein.

11.5   ***Governing Law.*****  **This Agreement shall be governed by and construed inaccordance with the laws of the Commonwealth of Kentucky, without regard to theprinciples of conflicts of laws.

11.6   ***Assignment*.**   No Party may assign thisAgreement, in whole or in part, without the prior written consent of the otherParty, and any attempted assignment not in accordance herewith shall be nulland 

48

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void and of no force oreffect; *provided*, *that*Purchaser may assign its rights under this Agreement to any subsidiary oraffiliate, but no such assignment shall relieve Purchaser of its obligationshereunder.

11.7   ***Binding Effect.*****  **This Agreement shall be binding upon and shall inureto the benefit of the Parties and their respective heirs, representatives,successors and permitted assigns.

11.8   ***Headings*.****  **Thetitles, captions and headings contained in this Agreement are inserted forconvenience of reference only and are not intended to be a part of or to affectin any way the meaning or interpretation of this Agreement.

11.9   ***References within Agreement.*****  **Numbered or lettered articles, sections, paragraphs,subsections and schedules herein contained refer to articles, sections,paragraphs, subsections, and schedules and exhibits of this Agreement unlessotherwise expressly stated. The words “herein,” “hereof,” “hereunder,” “hereby,”“this Agreement” and other similar references shall be construed to mean andinclude this Agreement and all amendments to this Agreement unless the contextshall clearly indicate or require otherwise. The word “including” (and allderivations thereof) shall be construed to mean “including, without limitation.”

11.10   ***Interpretation*.****  **ThisAgreement shall not be construed more strictly against any Party heretoregardless of which Party is responsible for its preparation.

11.11   ***Further Assurances.*****  **Upon the reasonable request of the any Party, eachParty agrees to take any and all actions, necessary or appropriate to giveeffect to the terms and conditions set forth in this Agreement.

11.12   ***Counterparts; Fax Signatures.*****  **This Agreement may be executed in one or morecounterparts, each of which shall be deemed to be an original, but all of whichtogether shall constitute the same Agreement. Any signature page of anysuch counterpart, or any electronic facsimile thereof, may be attached orappended to any other counterpart to complete a fully executed counterpart ofthis Agreement, and any telecopy or other facsimile transmission of anysignature shall be deemed an original and shall bind such Party.

11.13   ***Knowledge.*****  **Sellers shall be deemed to have “*Knowledge*” of a particular fact or other matter if (i) FrankKeener, Michael M. Fleishman, Thomas A. Dieruf, Thomas H. Lowe, Robert Manning,or any officer, divisional manager or regional director of any Seller, or (ii) solelyrelating to Tax matters, any employee responsible for Tax matters, (A) isactually aware of such fact or other matter, or (B) a prudent individualwould be expected to discover or otherwise become aware of such fact or othermatter in the course of conducting their duties in a reasonable and customarymanner in the ordinary course of business within his or her function andresponsibility.

11.14   ***Trusts.*****  **Itis distinctly understood that each trustee which joins herein as a MemberGuarantor does so strictly in the fiduciary capacity as trustee of a MemberGuarantor trust. Any Member Guarantor trust which, within two (2) yearsafter the Closing or while a claim by Purchaser is pending against the Sellersand/or Member Guarantors under this Agreement of which the Purchaser has givenwritten notice in accordance with this Agreement, makes any distributions offunds that have been co-mingled with any Sale Proceeds (as defined herein) fromsuch Member Guarantor trust to its trust beneficiaries, including adistribution of any of the proceeds from the sale of the Acquired Assetshereunder and the avails and reinvestments thereof (the “*Sale Proceeds*”) received by such Member Guarantor trust,but only up to the liability imposed under this Agreement, shall require eachtrust beneficiary receiving such distribution to expressly assume in writing,and shall be obligated jointly and severally with each trust beneficiaryreceiving such distribution to fulfill, such Member Guarantor trust’sindemnification liability under ARTICLE 10 hereof existing at the time suchdistribution is made to its trust beneficiaries, but only to the extent of suchdistribution. In the event of any such distribution by the trustee of anyMember Guarantor within two (2) years after the Closing or while a claimby Purchaser is 

49

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pending against theSellers and/or Member Guarantors under the Agreement of which the Purchaser hasgiven written notice in accordance with this Agreement, the trustee of suchMember Guarantor shall require each trust beneficiary to make an expressassumption of liability in accordance with the preceding sentence prior to themaking of such distribution to such trust beneficiaries, in a form reasonablyacceptable to Purchaser and the Member Guarantor trust’s legal counsel, and thetrustee of the Member Guarantor shall furnish to the Purchaser with suchassumption liability agreement from each trust beneficiary receiving suchdistribution. Except to the extent of any trust distribution that the trusteeof a Member Guarantor trust makes which fails to meet the foregoing obligationsin this Section 11.14, the trustee of a Member Guarantor trust shall onlybe liable for any breach hereof or indemnification hereunder to the extent ofthat Member Guarantor trust’s assets on hand at the time written notice of suchbreach or demand for such indemnification is made by Purchaser on such trustee(but not to exceed such Member Guarantor’s total liability imposed under thisAgreement).

11.15   ***Pattco, LLC.*****  **If, within two (2) years after the Closing orwhile a claim by Purchaser is pending against the Sellers and/or MemberGuarantors under this Agreement of which the Purchaser has given written noticein accordance with this Agreement, Member Guarantor Pattco, LLC (“*Pattco*”) makes any distribution toits members of funds that have been co-mingled with any Sale Proceeds,including a distribution to its members of any Sale Proceeds received by Pattco(each a “*Pattco Distribution*”),but only up to the liability imposed under this Agreement, then Pattco shall beobligated to require each Pattco member receiving such Pattco Distribution toexpressly assume in writing, and Pattco shall be obligated jointly andseverally with each Pattco member receiving such Pattco Distribution tofulfill, Pattco’s indemnification liability under ARTICLE 10 hereof existing atthe time such distribution is made to its members, but only to the extent ofsuch distribution. In the event of any such distribution by Pattco within two (2) yearsafter the Closing or while a claim by Purchaser is pending against the Sellersand/or Member Guarantors under the Agreement of which the Purchaser has givenwritten notice in accordance with this Agreement, Pattco shall require itsMembers to make an express assumption of liability in accordance with thepreceding sentence prior to the making of such distribution to such PattcoMembers, in a form reasonably acceptable to Purchaser and Pattco’s legalcounsel, and Pattco shall furnish the Purchaser with such assumption liabilityagreement from each Pattco member receiving such distribution. Without limitingthe foregoing, each of James A. Patterson, II, Sharon Hagan and Deborah P.Comley (each a “*Pattco Member*”)hereby acknowledges and agrees that, in the event any Pattco Distribution ismade to one or more of the Pattco Members within two (2) years after theClosing or while a claim by Purchaser is pending against the Sellers and/orMember Guarantors under this Agreement of which the Purchaser has given writtennotice in accordance with this Agreement, each Pattco Member who receives suchPattco Distribution shall be obligated severally but not jointly under this Section 11.15to execute the written documents and agreements contemplated by this Section 11.15.

*** * * * * * ***

50

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INWITNESS WHEREOF, the undersigned have executed, or have caused their respectiveduly authorized representatives to execute, this Agreement as of the date firstwritten above.
|            | “Purchaser”                            |
|------------|--------------------------------------------------|
| ** ** | **Valued Services Acquisitions  Company, LLC**   |
|       | By:                                              | /s/ Jerry L. Robinson |   |
|       | Name:                                            | Jerry L. Robinson |   |
|       | Title:                                           | *President* |   |
|       | “Sellers”                              |
| ** ** | **First American Holding, LLC**                  |
|       |                                             | By: | First American  Management, Inc. |
|       |                                             | Its Manager |
|       |                                             | By: | /s/ Thomas H. Lowe |   |
|       |                                             |   | Thomas H. Lowe, *President* |
| ** ** | **First American Cash Advance of  Alabama, LLC** |
|       |                                             | By: | First American Holding,  LLC |
|       |                                             | Its sole member |
|       |                                             | By: | First American  Management, Inc. |
|       |                                             |   | Its Manager |
|       |                                             |   | By: | /s/ Thomas H. Lowe |   |
|       |                                             |   |   | Thomas H. Lowe, *President* |
|       | **FACA of Arkansas, LLC**                        |
|       |                                             | By: | First American Holding,  LLC |
|       |                                             | Its sole member |
|       |                                             | By: | First American  Management, Inc. |
|       |                                             |   | Its Manager |
|       |                                             |   | By: | /s/ Thomas H. Lowe |   |
|       |                                             |   |   | Thomas H. Lowe, *Presiden*t |
|            |                                                  |  |  |  |  |  |  |  |  |  |  |  |

 

----

 
|        | **First American Cash Advance of Colorado, LLC** |
|--------|--------------------------------------------------|
|   |                                             | By: | First American Holding,  LLC |
|   |                                             | Its sole member |
|   |                                             | By: | First American  Management, Inc. |
|   |                                             |   | Its Manager |
|   |                                             |   | By: | /s/ Thomas H. Lowe |   |
|   |                                             |   |   | Thomas H. Lowe, *President* |
|   | **First American Cash Advance of  Florida, LLC** |
|   |                                             | By: | First American Holding,  LLC |
|   |                                             | Its sole member |
|   |                                             | By: | First American  Management, Inc. |
|   |                                             |   | Its Manager |
|   |                                             |   | By: | /s/ Thomas H. Lowe |   |
|   |                                             |   |   | Thomas H. Lowe, *President* |
|   | **First American Cash Advance of  Georgia, LLC** |
|   |                                             | By: | First American Holding,  LLC |
|   |                                             | Its sole member |
|   |                                             | By: | First American  Management, Inc. |
|   |                                             |   | Its Manager |
|   |                                             |   | By: | /s/ Thomas H. Lowe |   |
|   |                                             |   |   | Thomas H. Lowe, *President* |
|   | **FACA of Kentucky, LLC**                        |
|   |                                             | By: | First American Holding,  LLC |
|   |                                             | Its sole member |
|   |                                             | By: | First American  Management, Inc. |
|   |                                             |   | Its Manager |
|   |                                             |   | By: | /s/ Thomas H. Lowe |   |
|   |                                             |   |   | Thomas H. Lowe, *President* |
|        |                                                  |  |  |  |  |  |  |  |

 

----

 
|        | **Foresight Management Company, LLC**                   |
|--------|---------------------------------------------------------|
|   |                                                    | By: | First American Holding,  LLC |
|   |                                                    | Its sole member |
|   |                                                    | By: | First American  Management, Inc. |
|   |                                                    |   | Its Manager |
|   |                                                    |   | By: | /s/ Thomas H. Lowe |   |
|   |                                                    |   |   | Thomas H. Lowe, *President* |
|   | **Union Management Company, LLC**                       |
|   |                                                    | By: | First American Holding,  LLC |
|   |                                                    | Its sole member |
|   |                                                    | By: | First American  Management, Inc. |
|   |                                                    |   | Its Manager |
|   |                                                    |   | By: | /s/ Thomas H. Lowe |   |
|   |                                                    |   |   | Thomas H. Lowe, *President* |
|   | **First American Cash Advance of  Tennessee, LLC**      |
|   |                                                    | By: | First American Holding,  LLC |
|   |                                                    | Its sole member |
|   |                                                    | By: | First American  Management, Inc. |
|   |                                                    |   | Its Manager |
|   |                                                    |   | By: | /s/ Thomas H. Lowe |   |
|   |                                                    |   |   | Thomas H. Lowe, *President* |
|   | **First American Cash Advance of  South Carolina, LLC** |
|   |                                                    | By: | First American Holding,  LLC |
|   |                                                    | Its sole member |
|   |                                                    | By: | First American  Management, Inc. |
|   |                                                    |   | Its Manager |
|   |                                                    |   | By: | /s/ Thomas H. Lowe |   |
|   |                                                    |   |   | Thomas H. Lowe, *President* |
|        |                                                         |  |  |  |  |  |  |  |

 

----

 
|        | **First American Financial Services, LLC**        |
|--------|---------------------------------------------------|
|   |                                              | By: | First American Holding,  LLC |
|   |                                              | Its sole member |
|   |                                              | By: | First American  Management, Inc. |
|   |                                              |   | Its Manager |
|   |                                              |   | By: | /s/ Thomas H. Lowe |   |
|   |                                              |   |   | Thomas H. Lowe, *President* |
|   | **First American Franchising, LLC**               |
|   |                                              | By: | First American Holding,  LLC |
|   |                                              | Its sole member |
|   |                                              | By: | First American  Management, Inc. |
|   |                                              |   | Its Manager |
|   |                                              |   | By: | /s/ Thomas H. Lowe |
|   |                                              |   |   | Thomas H. Lowe, *President* |
|   | **United Services, Inc.**                    |
|   | By:                                               | /s/ Thomas H. Lowe |   |
|   | Name:                                             | Thomas H. Lowe |   |
|   | Title:                                            | *President* |   |
|   | **First American Cash Advance of  Oklahoma, LLC** |
|   |                                              | By: | First American Holding,  LLC |
|   |                                              | Its sole member |
|   |                                              | By: | First American  Management, Inc. |
|   |                                              |   | Its Manager |
|   |                                              |   | By: | /s/ Thomas H. Lowe |   |
|   |                                              |   |   | Thomas H. Lowe, *President* |
|        |                                                   |  |  |  |  |  |  |  |  |  |  |

 

----

 
|        | “Member Guarantor”                 |
|--------|----------------------------------------------|
|   | Pattco, LLC                                  |
|   | By:                                          | /s/ James A. Patterson |   |
|   | Name:  James  A. Patterson, *President* |

 

----

 
|        | “Member Guarantor”                  |
|--------|-----------------------------------------------|
|   | DC Investments Trust                          |
|   | By:                                           | /s/ James A. Patterson |   |
|   | Name:  James  A. Patterson, *Co-Trustee* |
|   | By:                                           | /s/ Thomas A. Dieruf |   |
|   | Name:  Thomas  A. Dieruf, *Co-Trustee*   |
|   | By:                                           | /s/ Charlotte Elam |   |
|   | Name:  Charlotte  Elam, *Co-Trustee*     |

 

----

 
|        | “Member Guarantor”                  |
|--------|-----------------------------------------------|
|   | JP Investments Trust                          |
|   | By:                                           | /s/ James A. Patterson |   |
|   | Name:  James  A. Patterson, *Co-Trustee* |
|   | By:                                           | /s/ Thomas A. Dieruf |   |
|   | Name:  Thomas  A. Dieruf, *Co-Trustee*   |
|   | By:                                           | /s/ Charlotte Elam |   |
|   | Name:  Charlotte  Elam, *Co-Trustee*     |

 

----

 
|        | “Member Guarantor”                  |
|--------|-----------------------------------------------|
|   | SH Investments Trust                          |
|   | By:                                           | /s/ James A. Patterson |   |
|   | Name:  James  A. Patterson, *Co-Trustee* |
|   | By:                                           | /s/ Thomas A. Dieruf |   |
|   | Name:  Thomas  A. Dieruf, *Co-Trustee*   |
|   | By:                                           | /s/ Charlotte Elam |   |
|   | Name:  Charlotte  Elam, *Co-Trustee*     |

 

----

 
|        | “Member Guarantor” |
|--------|------------------------------|
|   | /s/ Laurence H. Powell       |   |
|   | Laurence H. Powell           |

 

----

 
|        | “Member Guarantor” |
|--------|------------------------------|
|   | /s/ Frank O. Keener          |   |
|   | Frank O. Keener              |

 

----

 
|        | “Member Guarantor” |
|--------|------------------------------|
|   | /s/ Michael M. Fleishman     |   |
|   | Michael M. Fleishman         |

 

----

 
|        | “Member Guarantor” |
|--------|------------------------------|
|   | /s/ C. Edward Glasscock      |   |
|   | C. Edward Glasscock          |

 

----

 
|        | “Member Guarantor” |
|--------|------------------------------|
|   | /s/ Thomas H. Lowe           |   |
|   | Thomas H. Lowe               |

 

----

 
|        | “Member Guarantor” |
|--------|------------------------------|
|   | /s/ Douglas S. Stephens      |   |
|   | Douglas S. Stephens          |

 

----

 
|        | “Member Guarantor” |
|--------|------------------------------|
|   | /s/ Neil A. Huffman          |   |
|   | Neil A. Huffman              |

 

----

 
|        | “Member Guarantor” |
|--------|------------------------------|
|   | P.A.J. Irrevocable Trust     |
|   | By:                          | /s/ Terrell Black |   |
|   | Name:                        | Terrell Black |   |
|   | Title:                       | *Trustee* |   |
|        |                              |  |  |  |  |

 

----

 
|        | “Member Guarantor” |
|--------|------------------------------|
|   | /s/ Thomas A. Dieruf         |   |
|   | Thomas A. Dieruf             |

 

----

 
|        | “Member Guarantor” |
|--------|------------------------------|
|   | /s/ John S. Dowds            |   |
|   | John S. Dowds                |

 

----

 
|        | “Member Guarantor” |
|--------|------------------------------|
|   | /s/ Donald D. Buchanan       |   |
|   | Donald D. Buchanan           |

 

----

 
|        | “Member Guarantor” |
|--------|------------------------------|
|   | /s/ Charlotte Elam           |   |
|   | Charlotte Elam               |

 

----

 
|        | “Member Guarantor” |
|--------|------------------------------|
|   | /s/ J. Douglas Kannapell     |   |
|   | J. Douglas Kannapell         |

 

----

 
|        | “Member Guarantor” |
|--------|------------------------------|
|   | /s/ Karen S. Kramer          |   |
|   | Karen S. Kramer              |

 

----

INWITNESS WHEREOF, for the limited purpose of acknowledging and agreeing to theobligations of each Pattco Member set forth in Section 11.15 hereof, theundersigned has executed this Agreement as of the date first written above.
|        | “Pattco Member”       |
|--------|---------------------------------|
|   | /s/ James A. Patterson, II |   |
|   | James A. Patterson, II     |

 

----

INWITNESS WHEREOF, for the limited purpose of acknowledging and agreeing to theobligations of each Pattco Member set forth in Section 11.15 hereof, theundersigned has executed this Agreement as of the date first written above.
|        | “Pattco Member” |
|--------|---------------------------|
|   | /s/ Sharon Hagan          |   |
|   | Sharon Hagan              |

 

----

IN WITNESS WHEREOF, for the limited purpose ofacknowledging and agreeing to the obligations of each Pattco Member set forthin Section 11.15 hereof, the undersigned has executed this Agreement as ofthe date first written above.
|        | “Pattco Member” |
|--------|---------------------------|
|   | /s/ Deborah P. Comley     |   |
|   | Deborah P. Comley         |

 

----