**Exhibit 10.16(b)**

**ASSETPURCHASE AGREEMENT**

**by and among**

**VALUED SERVICESACQUISITIONS COMPANY, LLC**

**and**

**FIRST AMERICANSERVICES OF WEST VIRGINIA, LLC,**

**FIRST AMERICANSERVICES OF KENTUCKY, LLC,**

**AND**

**THEMEMBER GUARANTORS A PARTY HERETO**

**As of April 9, 2004**

 

 

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**TABLE OF CONTENTS**
|                                                                                   | ** ** | ** **                                    |
|-----------------------------------------------------------------------------------|------------|-----------------------------------------------|
| **ARTICLE 1 PURCHASE AND SALE  OF ASSETS**                                        | ** ** | **1**                                         |
| 1.1                                                                               |       | Purchase of Assets                            |   | 1 |
| 1.2                                                                               |       | Excluded Assets                               |   | 2 |
| 1.3                                                                               |       | Assumed Liabilities                           |   | 3 |
| 1.4                                                                               |       | Excluded Liabilities                          |   | 3 |
| 1.5                                                                               |       | Closing                                       |   | 4 |
| 1.6                                                                               |       | Purchase Price                                |   | 4 |
| 1.7                                                                               |       | Adjustments to Purchase  Price                |   | 4 |
| 1.8                                                                               |       | Payment  of Purchase Price                    |   | 6 |
| 1.9                                                                               |       | Contracts Not Transferable                    |   | 7 |
| **ARTICLE  2 INDIVIDUAL REPRESENTATIONS AND WARRANTIES OF THE MEMBER GUARANTORS** | ** ** | **7**                                         |
| 2.1                                                                               |       | Organization and Good  Standing               |   | 7 |
| 2.2                                                                               |       | Power and Authority                           |   | 7 |
| 2.3                                                                               |       | Due Execution; Binding  Effect                |   | 7 |
| 2.4                                                                               |       | No Violation; Consents                        |   | 7 |
| 2.5                                                                               |       | No Amounts Owed to  Member Guarantors         |   | 8 |
| **ARTICLE  3 REPRESENTATIONS AND WARRANTIES OF THE SELLERS**                      | ** ** | **8**                                         |
| 3.1                                                                               |       | Organization and Good Standing                |   | 8 |
| 3.2                                                                               |       | Power and Authority                           |   | 8 |
| 3.3                                                                               |       | Due Execution; Binding Effect                 |   | 8 |
| 3.4                                                                               |       | No Violation; Consents                        |   | 9 |
| 3.5                                                                               |       | Subsidiaries                                  |   | 9 |
| 3.6                                                                               |       | Financial Statements                          |   | 9 |
| 3.7                                                                               |       | No Undisclosed Liabilities                    |   | 10 |
| 3.8                                                                               |       | Real Property                                 |   | 10 |
| 3.9                                                                               |       | Title to Assets                               |   | 10 |
| 3.10                                                                              |       | Intellectual  Property                        |   | 11 |
| 3.11                                                                              |       | Notes and Receivables                         |   | 12 |
| 3.12                                                                              |       | Contracts and Commitments                     |   | 13 |
| 3.13                                                                              |       | Ordinary Course of Business                   |   | 14 |
| 3.14                                                                              |       | Litigation                                    |   | 15 |
| 3.15                                                                              |       | Compliance with Laws; Federal  Regulations    |   | 15 |
| 3.16                                                                              |       | Permits and Licenses                          |   | 16 |
| 3.17                                                                              |       | Taxes                                         |   | 16 |
| 3.18                                                                              |       | Insurance                                     |   | 18 |
| 3.19                                                                              |       | Environmental                                 |   | 18 |
| 3.20                                                                              |       | Employee Benefits                             |   | 19 |
| 3.21                                                                              |       | Labor Matters                                 |   | 20 |
| 3.22                                                                              |       | Insolvency  Proceedings                       |   | 21 |
| 3.23                                                                              |       | Practices                                     |   | 22 |
| 3.24                                                                              |       | Related Party Transactions                    |   | 22 |
| 3.25                                                                              |       | Accuracy  of Information                      |   | 22 |
| 3.26                                                                              |       | No  Additional Representations and Warranties |   | 23 |
| **ARTICLE  4 REPRESENTATIONS AND WARRANTIES OF PURCHASER**                        | ** ** | **23**                                        |
| 4.1                                                                               |       | Organization and Good Standing                |   | 23 |

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| 4.2                                                     |       | Power and Authority                          |   | 23 |
|---------------------------------------------------------|------------|----------------------------------------------|--------|----|
| 4.3                                                     |       | Due Execution; Binding Effect                |   | 24 |
| 4.4                                                     |       | No Violation; Consents                       |   | 24 |
| 4.5                                                     |       | Litigation                                   |   | 24 |
| 4.6                                                     |       | Financing                                    |   | 24 |
| **ARTICLE  5 COVENANTS OF THE SELLERS**                 | ** ** | **25**                                       |
| 5.1                                                     |       | Conduct of the  Business Pending Closing     |   | 25 |
| 5.2                                                     |       | Access to Sellers                            |   | 26 |
| 5.3                                                     |       | Reasonable  Efforts; Regulatory Applications |   | 26 |
| 5.4                                                     |       | Notice of Changes                            |   | 27 |
| 5.5                                                     |       | No Solicitation of  Transactions             |   | 27 |
| 5.6                                                     |       | Final Financial Statements                   |   | 27 |
| 5.7                                                     |       | Liens  on Acquired Assets                    |   | 28 |
| 5.8                                                     |       | Notice of Adverse  Occurrences               |   | 28 |
| 5.9                                                     |       | Notice of Continued  Employment              |   | 28 |
| **ARTICLE  6 CONDITIONS TO OBLIGATIONS OF PURCHASER**   | ** ** | **28**                                       |
| 6.1                                                     |       | Representations and  Warranties              |   | 28 |
| 6.2                                                     |       | Performance of Agreements                    |   | 28 |
| 6.3                                                     |       | No Injunctions                               |   | 28 |
| 6.4                                                     |       | Governmental  Consents and Approvals         |   | 28 |
| 6.5                                                     |       | Third Party  Consents and Approvals          |   | 29 |
| 6.6                                                     |       | No Material Adverse  Effect                  |   | 29 |
| 6.7                                                     |       | Financing                                    |   | 29 |
| 6.8                                                     |       | Due Diligence                                |   | 29 |
| 6.9                                                     |       | Deliveries  of Sellers                       |   | 29 |
| 6.10                                                    |       | Escrow Agreement                             |   | 30 |
| 6.11                                                    |       | Transferred  Employees                       |   | 30 |
| 6.12                                                    |       | Bank Accounts  and Bank Agreements           |   | 30 |
| 6.13                                                    |       | Related Agreements                           |   | 30 |
| **ARTICLE  7 CONDITIONS TO OBLIGATIONS OF THE SELLERS** | ** ** | **30**                                       |
| 7.1                                                     |       | Representations  and Warranties              |   | 30 |
| 7.2                                                     |       | Performance of  Agreements                   |   | 30 |
| 7.3                                                     |       | No Injunctions                               |   | 31 |
| 7.4                                                     |       | Governmental  Consents and Approvals         |   | 31 |
| 7.5                                                     |       | Deliveries  of Purchaser                     |   | 31 |
| 7.6                                                     |       | Escrow  Agreement                            |   | 31 |
| 7.7                                                     |       | Third Party  Consents and Approvals          |   | 31 |
| 7.8                                                     |       | Related Agreements                           |   | 31 |
| **ARTICLE 8 TERMINATION**                               | ** ** | **31**                                       |
| 8.1                                                     |       | Termination                                  |   | 31 |
| 8.2                                                     |       | Effect of Termination                        |   | 32 |
| 8.3                                                     |       | Survival of  Certain Provisions              |   | 33 |
| **ARTICLE 9  OTHER AGREEMENTS OF THE PARTIES**          | ** ** | **33**                                       |
| 9.1                                                     |       | Reasonable Efforts                           |   | 33 |
| 9.2                                                     |       | Brokers; Expenses                            |   | 33 |
| 9.3                                                     |       | Publicity                                    |   | 33 |
| 9.4                                                     |       | Special  Tax Provisions                      |   | 33 |

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| 9.5                            |       | Employee Matters                                  |   | 34 |
|--------------------------------|------------|---------------------------------------------------|--------|----|
| 9.6                            |       | Seller  Representative                            |   | 35 |
| 9.7                            |       | Non-Competition  and Non-Solicitation             |   | 36 |
| 9.8                            |       | WARN Act                                          |   | 38 |
| 9.9                            |       | Access  to Information                            |   | 38 |
| 9.10                           |       | Purchaser                                         |   | 38 |
| 9.11                           |       | Renewal or  Extension of Lease                    |   | 38 |
| **ARTICLE 10 INDEMNIFICATION** | ** ** | 38                                                |
| 10.1                           |       | Indemnification  by Sellers and Member Guarantors |   | 38 |
| 10.2                           |       | Indemnification by  Purchaser                     |   | 39 |
| 10.3                           |       | Administration of  Third Party Claims             |   | 39 |
| 10.4                           |       | Limitations                                       |   | 41 |
| 10.5                           |       | Rights Under  Escrow Agreement                    |   | 42 |
| 10.6                           |       | Payments                                          |   | 43 |
| 10.7                           |       | Exclusive Remedy                                  |   | 43 |
| 10.8                           |       | Books and Records                                 |   | 43 |
| 10.9                           |       | Tax  and Insurance Benefit                        |   | 44 |
| 10.10                          |       | Limitation  on Purchaser’s Liability         |   | 44 |
| 10.11                          |       | Losses                                            |   | 44 |
| **ARTICLE 11 MISCELLANEOUS**   | ** ** | **45**                                            |
| 11.1                           |       | Notices                                           |   | 45 |
| 11.2                           |       | Entire Agreement                                  |   | 46 |
| 11.3                           |       | Waiver; Amendment                                 |   | 46 |
| 11.4                           |       | Severability                                      |   | 46 |
| 11.5                           |       | Governing Law                                     |   | 46 |
| 11.6                           |       | Assignment                                        |   | 46 |
| 11.7                           |       | Binding Effect                                    |   | 46 |
| 11.8                           |       | Headings                                          |   | 46 |
| 11.9                           |       | References within  Agreement                      |   | 46 |
| 11.10                          |       | Interpretation                                    |   | 46 |
| 11.11                          |       | Further Assurances                                |   | 46 |
| 11.12                          |       | Counterparts; Fax  Signatures                     |   | 46 |
| 11.13                          |       | Knowledge                                         |   | 47 |

 

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**DEFINITIONS**
| TERM                                         | ** ** | ** ** | ** ** | **PAGES** |
|----------------------------------------------|------------|------------|------------|-----------|
| Acquired Assets                              |       | 1          |
| Actual Closing  Working Capital Statement    |       | 5          |
| Actual Working Capital                       |       | 5          |
| Adjusted  Purchase Price                     |       | 5          |
| Adverse  Occurrences                         |       | 22         |
| Agreement                                    |       | 1          |
| Allocation  Statement                        |       | 34         |
| Assumed  Contracts                           |       | 2          |
| Assumed  Liabilities                         |       | 3          |
| Audit Firm                                   |       | 5          |
| Bank Agreements                              |       | 12         |
| Bank Model                                   |       | 12         |
| Business                                     |       | 1          |
| Business  Employee Plans                     |       | 19         |
| Business  ERISA Plan                         |       | 19         |
| Business  Receivables                        |       | 13         |
| Closing                                      |       | 4          |
| Closing Date                                 |       | 4          |
| COBRA                                        |       | 20         |
| Code                                         |       | 19         |
| Current Assets                               |       | 5          |
| Current  Liabilities                         |       | 5          |
| Disclosure Schedule Updates                  |       | 27         |
| Due  Diligence Date                          |       | 29         |
| Employees                                    |       | 20         |
| Environmental  Action                        |       | 18         |
| Environmental  Laws                          |       | 18         |
| ERISA                                        |       | 19         |
| ERISA Affiliate                              |       | 19         |
| Escrow Agent                                 |       | 6          |
| Escrow  Agreement                            |       | 6          |
| Estimated  Closing Working Capital Statement |       | 5          |
| Estimated Working Capital                    |       | 5          |
| Excluded  Assets                             |       | 2          |
| Excluded  Employees                          |       | 34         |
| Excluded Liabilities                         |       | 3          |
| Final Financial Statements                   |       | 27         |
| Final Working Capital  Statement             |       | 6          |
| Financing                                    |       | 24         |
| First  American Kentucky                     |       | 1          |
| First American West  Virginia                |       | 1          |
| GAAP                                         |       | 4          |
| Hazardous  Substances                        |       | 19         |
| HSR Act                                      |       | 9          |
| Indemnified  Party                           |       | 39         |
| Indemnifying  Party                          |       | 39         |
| Industry                                     |       | 10         |

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| Initial Financial  Statements     |   | 9  |
|-----------------------------------|--------|----|
| Intellectual Property             |   | 11 |
| Knowledge                         |   | 47 |
| Latest  Balance Sheet             |   | 3  |
| Leased  Personal Property         |   | 10 |
| Leased  Real Property             |   | 10 |
| Leases                            |   | 10 |
| Licenses                          |   | 2  |
| Lien                              |   | 1  |
| Losses                            |   | 39 |
| Material  Adverse Effect          |   | 29 |
| Member  Guarantors                |   | 1  |
| Net  Working Capital              |   | 4  |
| Non-Competition Agreement         |   | 30 |
| Objection                         |   | 5  |
| Parties                           |   | 1  |
| Party                             |   | 1  |
| Protective  Covenants             |   | 37 |
| Purchase Price                    |   | 4  |
| Purchaser                         |   | 1  |
| Purchaser Indemnified  Parties    |   | 39 |
| Real  Property Leases             |   | 10 |
| Records                           |   | 2  |
| Registered  Intellectual Property |   | 12 |
| Release                           |   | 19 |
| Restricted  Territory             |   | 36 |
| Seller                            |   | 1  |
| Seller Indemnified Parties        |   | 39 |
| Seller  Representative            |   | 35 |
| Sellers                           |   | 1  |
| Separate Purchase Agreement       |   | 1  |
| Target Working Capital            |   | 5  |
| Tax                               |   | 17 |
| Tax Return                        |   | 17 |
| Taxes                             |   | 16 |
| Termination  Date                 |   | 32 |
| Transferred  Employees            |   | 34 |
| Utility  Contracts                |   | 14 |
| WARN                              |   | 21 |

 

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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, byand among (i) VALUED SERVICES ACQUISITIONS COMPANY, LLC, a Georgia limitedliability company  (“*Purchaser*”), and (ii) FIRST AMERICAN SERVICES OFWEST VIRGINIA, LLC, a Kentucky limited liability company (“*First American WestVirginia*”), and FIRST AMERICAN SERVICES OF KENTUCKY, LLC, aKentucky limited liability company (“*First American Kentucky*”), and (iii) each of thepersons listed on *Schedule 2* (the “*Member Guarantors*”).Each of First American West Virginia and First American Kentucky are sometimeshereinafter referred to collectively as “*Sellers*”and individually as “*Seller*,”and Purchaser, Sellers and Member Guarantors are sometimes hereinafter referredto 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 Holding, LLC, the other sellers a party thereto and the memberguarantors a party thereto (the “*Separate Purchase Agreement*”).

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:

**ARTICLE 1PURCHASE AND SALE OF ASSETS**

1.1   ***Purchase of Assets******.*****  **Upon the terms and subject to the conditionsset forth in this Agreement, at the “Closing” (as defined in Section 1.5)and for the consideration specified in this Article 1, each Seller shallsell, convey, transfer, assign and deliver to Purchaser, and Purchaser shallpurchase from each such Seller, all of the “Acquired Assets” (as hereinafterdefined), 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 

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the operation ofthe Business, other than the “Excluded Assets” (as defined in Section 1.2),including, without limitation, the following:

(a)    cash in anamount of approximately $37,500 inthe aggregate, with a range of  $150 to $10,000 as to each open storelocation of Seller;

(b)   allaccounts receivable, notes receivable, refunds, deposits, prepaid expenses,held checks and all claims against the payors of such checks and prepaidsecurity 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, 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*”);

(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******.*****  **Onlythe following assets as of the Closing Date of Sellers (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;

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

(e)    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;

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

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

1.3   ***AssumedLiabilities******.*****  **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 reflected on such Seller’s consolidated balance sheet dated asof February 29, 2004 anddelivered to Purchaser prior to the date of this Agreement (the “*Latest Balance Sheet*”);or (ii) if such liabilities are incurred after the date of the LatestBalance Sheet, only to the extent such liabilities are either (A) reflectedon the Final Working Capital Statement, (B) incurred as a result of theconduct of the Business in the ordinary course and consistent with Sellers’past practice, (C) consistent with amounts historically incurred by suchSeller, and (D)  incurred in compliance with the terms of this Agreementor (X) not to the Knowledge of the Sellers known in time to be included in theFinal Working Capital Statement, (Y) incurred as a result of the conduct of theBusiness 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 to AssumedContracts, including but not limited to, all Leases and Licenses.

1.4   ***ExcludedLiabilities******.*****  **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;

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(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)    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(f)*;

(g)    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(g)*;

(h)   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

(i)    any liabilityor 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******.*****  **Uponthe terms and subject to the conditions set forth in this Agreement, Purchasershall pay a total purchase price for the Acquired Assets (the “*Purchase Price*”)equal to $8,395,000, subject toadjustment as set forth in Section 1.7 below and payable as set forth in Section 1.8below, plus the assumption of the Assumed Liabilities.

1.7   ***Adjustments to PurchasePrice*****.**

(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 less (B) the “CurrentLiabilities” (as hereinafter defined) of Sellers, 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;

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(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)        theterm “*Target Working Capital*” means the NetWorking Capital of the Sellers in an amount equal to $385,000.

(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 Capital whichthe Seller Representative believes should be made, which Objection must bedelivered 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 Objection, Purchaser and itsaccountants shall have reasonable access to the work papers of the SellerRepresentative and its accountants. If Purchaser and the Seller Representativeare unable to resolve all of their disagreements with respect to thedetermination of the foregoing items within said 30-day period, theyshall submit their respective prepared Actual Closing Working Capital Statementto one of the “Big Four” accounting firms, or such other accounting firm, asthe Purchaser and Seller Representative shall agree, provided, that suchaccounting firm has not provided any services to Sellers or Purchaser withinthe last twenty-four months and does not anticipate providing such services toSellers or 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 

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and theSellers. The Party with the greatest difference between its calculated amountand the adjusted amount finally determined by the Audit Firm shall solely bearthe fees and disbursements of the Audit Firm in rendering its determination. Purchaserand the Seller Representative shall make readily available to the Audit Firmall relevant books and records and any work papers (including those of theParties’ 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 Closing WorkingCapital Statement if no Objection is delivered by during the 30 day periodspecified 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 $3,750 then the full amount shall be paid to the appropriateparty.

1.8   ***Payment of Purchase Price*****.****  **At the Closing, Purchaser shall pay the AdjustedPurchase Price in the following manner:

(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*”),$693,376*,*with an amount to be disbursed to the Seller Representative 135 days after theClosing Date such that $277,350 shall remain in escrow and disbursed to theSeller** **Representative** **twenty-four months after the Closing Date, and in eachinstance such disbursements shall be made in accordance with the terms andconditions of the Escrow Agreement; *provided*, *however*, that to the extent a written claim which is permittedby this Agreement has been made by Purchaser prior to such 135-dayperiod, the amount in question and set forth in such written claim shall not bedisbursed to the Seller Representative until finally resolved pursuant to theterms 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.

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All amounts paidpursuant to this Section 1.8 shall be via wire transfer of immediatelyavailable Federal Reserve funds to an account to be designated in writing bythe 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   ***Organizationand 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******.*****  **SuchMember Guarantor has the requisite power and authority to enter into thisAgreement, to perform its obligations hereunder and to consummate thetransactions contemplated hereby.

2.3   ***DueExecution; Binding Effect******.*****  **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, has been or will be, asapplicable, duly and validly executed and delivered by such Member Guarantorand, assuming the due authorization, execution and delivery hereof and thereofby the other parties thereto, constitutes or will constitute, as applicable, alegal, valid and binding obligation of such Member Guarantor, enforceableagainst such Member Guarantor in accordance with its terms.

2.4   ***NoViolation; 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 

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with the terms and conditions hereof and thereof, do not and will not,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   ***NoAmounts Owed to Member Guarantors******.*****  **NoSeller owes or is obligated to pay such Member Guarantor any amount, and suchMember Guarantor has no claim of any kind against any Seller or any affiliate,employee, officer, director or manager of any Seller, in either case, for whichPurchaser shall become liable or for which the Acquired Assets will be subjectto 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,  dulyincorporated, formed or organized, validly existing and in good standing underthe laws of the state of its incorporation, formation or organization, as thecase may be. Seller has the necessary corporate or limited liability companypower and authority to carry on its Business as it is now being conducted andto own and lease the properties and assets it now owns and leases. *Schedule 3.1* sets forth a true, correct and complete list ofall jurisdictions in which each Seller is operating its Business, and eachSeller is duly qualified or licensed to transact Business and is in goodstanding as a foreign company in each jurisdiction where the character of itsactivities 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.

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.

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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*”), if any, and except as setforth on *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 anysubsidiaries other than the subsidiaries listed on *Schedule 3.5*.Except for 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) theunaudited financial statements of each Seller for the years ended December 31,2001, 2002, and 2003, and (ii) the unaudited financial statements of eachSeller for the two month period 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 such Seller, andfairly present in all material respects the financial condition of such Selleras of the dates indicated therein and the results of operations of such Sellerfor the periods covered thereby, subject to the lack of footnote disclosure andchanges resulting from normal year-end adjustments for the unaudited financialstatements, noneof which, in the aggregate, would reasonably be likely to have a MaterialAdverse Effect. When delivered to Purchaser pursuant to Section 5.6,the “Final Financial Statements” (as defined in Section 5.6) will havebeen prepared in accordance with GAAP, will be reconcilable with the books andrecords of such Seller and will fairly present in all material respects thefinancial condition of such Seller as of the dates indicated therein and theresults of operations of such Seller for the 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 notreserved, as the case may be) any liabilities or expenses relating to changesin or new laws or interpretations of such laws (including, but not limited to,statutes, ordinances, 

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regulations,administrative proceedings, lawsuits, interpretations by any regulatory agencyor any similar actions causing such changes in laws, new laws or changes ininterpretations), judicial or administrative judgments including, but notlimited to, arbitration decisions, rulings, orders, any changes affecting theindustry of the 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   ***NoUndisclosed 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 such Seller, 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******.*****  **Sellerdoes not own any real property. *Schedule 3.8(a) *setsforth a correct and complete list of the real property leased by each Seller(the “*Leased Real Property*”),and Seller has previously delivered (or will have delivered within 20 daysafter the date of this Agreement) to Purchaser a true and complete copy of allits real property leases and agreements in respect of the Leased Real Property(collectively, the “*RealProperty Leases*,” and together with the leased personalproperty, the “*Leases*”). Exceptas set forth on *Schedule 3.8(b)*, Seller holds anunencumbered interest in the leasehold estate of all such Leased Real Propertyand is not a party to any oral leases in respect thereof. None of such LeasedReal Property is carried as an asset on the books of Seller other than asleasehold improvements. None of such Leased Real Property is subject to anyeasement, right of way, grant, building or use restriction, exception,reservation, limitation or other impediment, except as would not reasonably belikely, in the aggregate, to have a Material Adverse Effect on the Business,and the Sellers currently enjoy peaceful and undisturbed physical possession ofall such Leased Real Property. Except as set forth on *Schedule3.8(c)*, Seller does not use or have any interest in any realproperty, other than the Leased Real Property. Except as set forth on *Schedule 3.8(d)*, Seller is not in material violation of anyzoning, building or safety ordinance, regulation or requirement or other law orregulation applicable to the 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, expropriate or otherwise takewithout payment any of the Acquired Assets or any interest therein, and all ofthe tangible personal property included in the Acquired Assets are in goodrepair and operating condition in all material respects (normal wear and tearexcepted). Seller has heretofore delivered (or will have delivered within 20days after the date of this Agreement) to Purchaser a true and complete copy ofall Leases and agreements in respect of the Leased Personal Property, and,except as set forth on *Schedule 3.9(a)(3)*,Seller holds an unencumbered interest in the leasehold estate of all suchLeased Personal Property and is not a party to any oral leases in respectthereof. None of such Leased Personal Property is carried as an asset on thebooks of Seller. None of the Acquired Assets are subject to any sublease,license or grant of any rights thereto to any third party, other than as setforth in *Schedule 3.9(a)(4)*.

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(b)   Except asset forth on *Schedule 3.9(b),* the AcquiredAssets constitute all assets and properties necessary to permit Sellers toconduct the Business in accordance with such Seller’s past practices.

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 outstanding order, ruling, decree, judgment or stipulation by orwith 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 betransferred without the consent of any party), whether in existence or under 

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development, owned, held or used by Seller in the Business, including,without limitation: (i) all inventions, improvements and discoveries,whether or not reduced to practice and whether or not made the subject of apending patent application or applications; (ii) national, regional andmultinational statutory invention registrations, patents, patent registrationsand patent applications (including all reissues, division, continuations,continuations in part, extensions, reexaminations and all foreign counterparts)and all rights therein provided by international treaties or conventions andany and all improvements or enhancements to the inventions disclosed in eachsuch registration, patent or application; (iii) all trademarks, servicemarks, trade dress, get-up, logos, trade names, domain names and corporatenames, and all associated goodwill, whether or not registered, including allrights under all trademark applications and all trademarks registered in thetrademark offices or authorities of all nations throughout the world, and allrights therein provided by international treaties and conventions; (iv) allcopyrights (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.

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 allreceivables of Seller, including, without limitation, information with respectto aging dated within ten (10) days of the date of the execution of thisAgreement. None of Sellers’ receivables have been written off by Sellers sincethe Latest Balance Sheet, have been factored, pledged, turned over forcollection or assigned to any person or third party, other than in the ordinarycourse of Sellers’ business consistent with past practices, and pledges ofreceivables to Bank One, which shall be discharged by Sellers on or prior tothe Closing Date. Provided, however, all the promissory notes receivablescreated under the bank model (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 

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any receivables that may have been assigned byCommunity State Bank to the Sellers in accordance with the Bank Agreements willbe assigned to the Purchaser 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 of Seller’sBusiness Receivables are subject to any valid defenses, counterclaims or rightsof setoff (including defenses arising out of violations of usury laws), otherthan (x) defenses arising out of applicable bankruptcy, insolvency,reorganization, moratorium or other similar laws affecting the enforcement ofcreditors’ rights in general, and (y) the right of a customer to rescind anagreement under applicable law. All Business Receivables of Seller wereoriginated in the ordinary course of business and were made pursuant to suchSeller’s standard customer agreement (other than the employee loans which havebeen disclosed to the Purchaser), which agreements are legal, valid and bindingand enforceable against the account payor in accordance with their terms. Provided,however, all of the provisions of this Section 3.11(a)(ii) shall bedeemed 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) *heretosets forth a correct and complete list of each note receivable, accountreceivable and other receivable owned by or due to Seller, including anyreserves associated therewith, that individually is (i) over $15,000; or (ii) enteredoutside of the ordinary course of such Seller’s Business consistent with itspast practices.

3.12   ***Contracts and Commitments*****.****  ***Schedule 3.12(a) *setsforth a correct and complete list of all material contracts, agreements andcommitments that remain in effect or which the parties thereto continue tooperate under, including, without limitation, 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-termconsumer loans not in accordance with any such form that are still open and notcharged off;

(c)    allmanagement agreements, consulting agreements, arrangements or agreementsrelated to temporary services of any kind that require payments, individually,greater than $25,000 annually, and employment agreements;

(d)   all unionand other collective bargaining agreements;

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

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(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)*.

3.13   ***OrdinaryCourse of Business******.*****  **Except as set forth on *Schedule3.13*, 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 orthreatened institution of any effort, complaint or other proceeding inconnection therewith, 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;

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(g)    there has been no: (i) increase in thecompensation, distribution or in the rate of compensation, distribution orcommissions payable or to become payable by Sellers to any “Employees” (asdefined in Section 3.21(a)), salesman, independent contractors or agentsof Sellers, other than in the ordinary course of Business consistent with suchSeller’s past practices; (ii) increase in any payment of or commitment topay any distribution, bonus, profit sharing or other extraordinary compensationto any Employee, salesman, independent contractor or agent of Seller, otherthan in the ordinary course of Business consistent with such Seller’s pastpractices; or (iii) grant or commitment to grant any increase in or rightto severance or termination pay or any other compensation, distribution orbenefits payable to any Employee upon a change of control of any Seller; *provided*, *however*, thisprovision does not apply to any “Excluded Employees” (as defined in Section 9.5(a));

(h)   as of the date of this Agreement, there hasbeen no change in any law or regulation applicable to Seller in anyjurisdiction in which any Seller conducts its Business, except as would not, inthe aggregate, have a Material Adverse Effect;

(i)    there has been no Lien created on or in anyof the Acquired Assets or assumed by Seller with respect to any of the AcquiredAssets, other than in the ordinary course of Business consistent with suchSeller’s past practices;

(j)     there has been no creation of, amendment toor contributions, grants, payments or accruals for or to the credit of anyemployee of Sellers with respect to any bonus, incentive compensation, deferredcompensation, profit sharing, retirement, pension, group insurance or otherbenefit plan, or any union, employment or consulting agreement or arrangement,other than in the ordinary course of business consistent with such Seller’spast practices; and

(k)   Sellers have neither made nor committed tomake any capital expenditures, other than in the ordinary course of business oras 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 against Seller (i) which affects the legality, validity orenforceability of this Agreement or the transactions contemplated hereby orwhich seeks to obtain damages or obtain relief as a result of the transactionscontemplated by this Agreement, or (ii) which would reasonably be likelyto have a Material Adverse Effect on Sellers or the Acquired Assets. Nojudgment, award, order or decree has been rendered against Sellers which isstill outstanding. Except as set forth in *Schedule 3.14*,there is no action or suit by Sellers pending or threatened against any otherparty, including, without limitation, any action brought by Sellers to enforceany non-competition agreement, other than collection actions by Sellers tocollect their (and Community State Bank’s) receivables in accordance with pastpractices.

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

(a)    Except as set forth on *Schedule3.15(a)*, Sellers are in compliance with, and have in the past threeyears 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, 

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but not limited to,statutes, ordinances, regulations, administrative proceedings, lawsuits,interpretations by any regulatory agency or any similar actions causing suchchanges in laws, new laws or changes in interpretations), judicial oradministrative judgments (including, but not limited to, threatened lawsuitsagainst other persons in the Industry), arbitration decisions, or rulings ororders affecting the Industry in general, and the like, regardless whetherpending as of the date of this Agreement or arising after the date of thisAgreement; *provided*, *however*,that this Section 3.15(a) shall not relieve the Sellers fromdisclosing to the Purchaser those items which are required to be disclosed bythe Sellers to the Purchaser pursuant to Section 5.8. Except as set forthon *Schedule 3.14 or Schedule 3.15(a)*, noSeller has been presently charged with nor has received, any written notice ofany adverse proceeding material to Sellers or the Business that remainsunresolved as of the date of this Agreement. Provided, however, that allprovisions of this Section 3.15(a), insofar as is applicable to BusinessReceivables, shall be deemed null and void *ab**initio* with respect to each and every Business Receivable onthe earliest to occur of the date that such Business Receivable is redeemed,paid off, renewed, rolled-over, replaced or resolved pursuant to collectionefforts or written off no later than ninety (90) days after the due date of theparticular Business Receivable; *provided*, *further*, that any liability to any account debtor orgovernmental agency or body in connection with a Business Receivable remain thesole responsibility of Sellers (or as to the receivables of Community StateBank at the Closing shall be governed by the Bank Agreements).

(b)   Neither Sellers nor any of their subsidiariesnor any person or entity controlling, controlled by or under common controlwith Sellers or any of its subsidiaries is an “investment company” within themeaning of the Investment Company Act of 1940, as amended. Neither Sellers norany of their subsidiaries is an “affiliated person” of, or “promoter” or “principalunderwriter” for, an “investment company,” as such terms are defined under theInvestment 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 causing such changes in laws,new laws or changes in interpretations), judicial or administrative judgments,arbitration decisions, rulings, orders, any changes affecting the Industry ingeneral, and the like regardless whether pending as of the date of this Agreementor arising after the date of this Agreement, each Seller (i) has all material licenses, permits, approvals andauthorizations required by federal, state and local governmental or regulatoryauthorities which are necessary to conduct the Business in a manner consistentwith Seller’s past practices, to own or hold under lease the Acquired Assets itowns or holds under lease and to perform all of its obligations under theagreements to which it is a party, including without limitation, all licensesand regulatory approvals relating to deferred presentment, deferred deposit,and short-term and other loan transactions; and (ii) is in compliance withall such licenses, permits, approvals and authorizations, except, in each caseas would not reasonably be likely to have, in the aggregate, a Material AdverseEffect on any Seller or the Acquired Assets. *Schedule3.16(b) *sets forth a correct and complete list of all suchlicenses, permits, licenses, approvals and authorizations and to Sellers’Knowledge, no suspension, cancellation or imposition of limitations of any ofthem 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.

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(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 havebeen properly 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 personal contactwith 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,examination reports, and statements of deficiency assessed against or agreed toby such Sellers since 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 through the Closing Date in accordance with the past custom and practiceof Seller in filing its Tax Returns.

(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 a memberof any group of entities filing a combined or consolidated Tax Return; (ii) hasnever elected 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 underthe Code (or any similar provision of state, local or foreign law), as atransferee or successor, by contract, or otherwise.

(g)    Forpurposes of this Agreement, the following terms shall have the following meanings:

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

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3.18   ***Insurance*****.****  ***Schedule 3.18*hereto contains a complete list and description (including the expiration date,premium amount and coverage thereunder) of all policies of insurance and bondspresently maintained by, or providing coverage for Sellers or any of itsofficers, directors, managers or employees in their capacities as such,together with a complete list of all material claims made within the last two (2) yearsand all pending claims under any such policies or bonds, other than claims withrespect to health, medical and other similar insurance. Sellers have compliedin all material respects with all terms, obligations and provisions of each ofsuch policies and bonds and have paid all premiums due thereon, and no noticeof cancellation with respect thereto has been received by Sellers. To theKnowledge of Sellers, no state of facts exists with respect to which Sellerswould file in the ordinary course of its Business consistent with such Seller’spast 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;

(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, 

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imposing liability, establishing standards of conduct or otherwiserelating to pollution or protection of the environment (including, withoutlimitation, natural resources, surface water, groundwater, soils, and ambientair), human health and safety, land use matters or the presence, use,generation, treatment, storage, disposal, Release or threatened Release,transport or handling 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 “*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 

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Service determinationletter issued with respect to each such Business ERISA Plan, and nothing hasoccurred since the issuance of each such letter which could reasonably beexpected to cause the loss of the tax-qualified status of any Business ERISAPlan 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 timely filed all requisite governmental reports(which were true and correct as of the date filed) and has properly and timelyfiled and distributed or posted all notices and reports to Employees requiredto be filed, distributed or posted with respect to each such Business ERISAPlan. No suit, administrative proceeding, action or other litigation has beenbrought, or to Seller’s Knowledge is threatened, against or with respect to anyBusiness Employee Plan, including any audit or inquiry by the IRS or UnitedStates 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 currentlyeffective written or legally binding employment agreements and other materialagreements with individual Employees that are not terminable at will, and allmaterial consulting, independent contractor and other agreements withindependent contractors or consultants to Sellers as of the date hereof, andSellers will provide to Purchaser an updated list of such information prior tothe Closing. Sellers have previously provided (or will provide within 20 daysafter the date of this Agreement) to Purchaser true and correct copies of allsuch written agreements. All independent contractors of Sellers have beenproperly classified as independent contractors for the purposes of Tax laws,laws applicable to employee benefits and other applicable law. All salaries andwages paid with respect to 

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Employeesare in compliance in all material respects with applicable Tax laws, lawsapplicable to employee benefits and other applicable law. *Schedule3.21(a)(3)* contains a list of all Employees who are currentlyon a leave of absence (whether paid or unpaid), the reasons therefor, theexpected return date, and whether reemployment of such Employee is guaranteedby contract or statute, and a list of all Employees who have requested a leaveof absence to commence at any time after the date hereof, the reason therefor,the expected length of such leave, and whether reemployment of such Employee isguaranteed by contract or statute. As of the date of this Agreement, to theknowledge of J. Douglas Kannapell, James A. Patterson II, Thomas A. Dieruf,Thomas H. Lowe or any Vice President of the Sellers, no regional director ordivisional manager, or officer or any other key employee of any Seller, otherthan the Excluded Employees, has informed or advised Seller that such persondoes not intend to continue his or her employment or relationship with Selleror with Purchaser after the date hereof or as a result of the transactionscontemplated hereby, unless otherwise stated herein or set forth in *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.

(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*****.****  **No insolvency proceedings of any kind or nature,including, without limitation, bankruptcy, receivership, reorganization, orother arrangements with creditors, whether 

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voluntary orinvoluntary, against Sellers are pending or, to Sellers’ Knowledge, threatened,except with respect to certain of Sellers’ account debtors.

3.23   ***Practices******.*****  **NeitherSeller nor any representative of Seller has, other than in full compliance withall applicable laws and regulations, offered or given, and to Seller’sKnowledge, no individual or entity has offered or given on Seller’s behalf,anything of value to: (i) any official of a governmental authority, anypolitical party or official thereof or any candidate for political office; (ii) anymember of any governmental authority; or (iii) any other individual orentity, in any such case while knowing or having reason to know that all or aportion of such money or thing of value may be offered, given or promised,directly or indirectly, to any member of any governmental authority or anycandidate for political office for the purpose of the following: (x)influencing any action or decision of such individual or entity, in its, his orher official capacity, including a decision to fail to perform an officialfunction; (y) inducing such individual or entity to use its, his or herinfluence with any governmental authority to affect or influence any act ordecision of such governmental authority to assist Seller or any of itssubsidiaries in obtaining or retaining business for, with, or directingbusiness to, any individual or entity; or (z) where such payment wouldconstitute an illegal bribe, kickback or payment to assist Seller or any of itssubsidiaries in obtaining or retaining business for, with, or directingbusiness to, any individual or entity.

3.24   ***RelatedParty 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   ***Accuracyof 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 Industry reports of any nature)for purposes of or in connection with this Agreement is true, accurate andcomplete in all material respects and the representations and warranties madeby Sellers in this Agreement do not contain any untrue statement of a materialfact or omit to state any material fact necessary in order to make any statementcontained herein, in light of the circumstances in which they are being made,not misleading that are applicable specifically to the Sellers, as opposed tothose that are applicable to companies in the Industry generally, other than asa result of “Adverse Occurrences” (as defined below). There is no fact known toSellers which such Sellers have not disclosed to the Purchaser in writing whichhas had or would reasonably be likely, in the aggregate, to have a MaterialAdverse Effect on the Sellers, other than Adverse Occurrences that areapplicable to some members of the Industry or legislation passed with respectto the Industry. Provided, however, that the Purchaser acknowledges that theBusiness is a highly risky business and is subject to numerous risk factorsincluding, but not limited to, changes after the date of this Agreement ineconomic conditions, increases in competition, increases in insurance costs,other risks typically applicable to other companies in the Industry, changes inlaws 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, threatened lawsuits against other persons inthe 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 andstatements referred to in this Section 3.25 are collectively referred toas “*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 

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other than asexpressly set forth in Section 3.11(a)(ii). The Purchaser acknowledgesthat it shall be responsible for its own evaluation of the Adverse Occurrencesand the Industry. If, as a result of an Adverse Occurrence, any of the Sellers’or the Member Guarantors’ representations and warranties are or become untrueor if any of Sellers’ covenants set forth in Section 5 hereof are violatedor not complied with as a result of an Adverse Occurrence, the same shall notbe deemed a breach of this Agreement for purposes of Section 6.1 or Section 10.1,but Section 6.6 shall apply thereto.

3.26   ***NoAdditional Representations and Warranties******.*****  **EXCEPTAS SPECIFICALLY PROVIDED IN SECTIONS 2.1 THROUGH 3.26 HEREOF OR ANYWHERE ELSEIN THIS AGREEMENT, NO SELLER OR MEMBER GUARANTOR IS MAKING ANY REPRESENTATION,WARRANTY OR COVENANT OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUTNOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR APARTICULAR PURPOSE, AND THE PARTIES HERETO AGREE AND ACKNOWLEDGE THAT ALL SUCHIMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS ARE HEREBY EXCLUDED ANDDISCLAIMED. THE ACQUIRED ASSETS AND BUSINESS ARE BEING SOLD “**AS IS, WHERE IS, WITH ALL FAULTS**”, EXCEPTAS SPECIFICALLY PROVIDED TO THE CONTRARY IN THIS AGREEMENT. THE SELLERS ANDMEMBER GUARANTORS DO NOT WARRANT THE FUTURE OPERATIONS, PROJECTIONS OF ANYNATURE, FINANCIAL REQUIREMENTS OR PERFORMANCE OF THE BUSINESS. NOTWITHSTANDINGANYTHING TO THE CONTRARY HEREIN, THE SELLERS AND MEMBER GUARANTORS ARE NOT, ANDSHALL NOT BE, LIABLE FOR ANY LOSSES, ACTIONS, ADVERSE OCCURRENCES, AND THELIKE, OF ANY NATURE WHATSOEVER WHICH ARISE OUT OF ANY ACTS, OMISSIONS OR EVENTSOCCURRING AFTER THE CLOSING DATE OR WHICH ARISE OUT OF THE LOSS OF ANYLICENSE(S) OR THE ABILITY TO OPERATE THE BUSINESS WHICH IS INCURRED OR ARISESON OR AFTER THE CLOSING DATE (OTHER THAN AS A RESULT OF AN ACT, OMISSION OREVENT BY THE SELLERS BEFORE THE CLOSING), OR ANY ACTIVITY, FORM OR ASPECTTHEREOF, 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   ***Organizationand 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.

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4.3   ***Due Executio******n; 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, if any, and any licenses, approvals, permits and registrations fromgovernmental agencies or authorities required in connection with the Business,the execution, delivery and performance by Purchaser of this Agreement, andeach other 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

(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******.*****  **Thereis no litigation, action, suit, arbitration, mediation, hearing or governmentalinvestigation pending or, to the knowledge of the Purchaser, threatened againstPurchaser or any of its affiliates, which affects the legality, validity or enforceabilityof this Agreement or the transactions contemplated hereby or which seeks toobtain damages or obtain relief as a result of the transactions contemplated bythis Agreement, or which would imperil Purchaser’s ability to obtain the “Financing”(as defined in Section 4.6).

4.6   ***Financing******.*****  **Asof the date hereof, Purchaser believes in good faith that it will be able toobtain the required financing substantially in accordance with the variousproposals set forth in *Schedule 4.6* toclose 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   ***Conductof the Business Pending Closing******.*****  **Fromthe date hereof until the Closing, each Seller shall:

(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);

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(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;

(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** **inthe aggregate, other than pursuant to existing contracts and other than anydispute 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 ordinary course ofBusiness on a basis consistent with such Seller’s past practices, not enterinto any material contract or agreement with any other individual, entity orgovernmental authority, including, without limitation, any employment agreementnot 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;

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(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; or

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

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.

(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 the transactionscontemplated 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) disposeor cause any of its affiliates to dispose of any assets; (ii) todiscontinue or cause any of its affiliates to discontinue offering any productor services; (iii) to license or otherwise make available, or cause any ofits affiliates to license or otherwise make available, to any person or entity,any technology, software or other proprietary asset; (iv) to hold separateor cause any of its affiliates to hold separate any assets or operations(either before or after 

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the Closing Date); or (v) tomake or cause any of its affiliates to make any commitment (to any governmentalor 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,that the Utility Contracts shall be deemed part of the Assumed Contracts, andthe Purchaser shall (i) be responsible for dealing with the utilitycompanies after the Closing, (ii) hold harmless the Sellers and MemberGuarantors for all such utility bills, and (iii) pay and be liable for allsuch Utility Contracts.

5.4   ***Notice of Changes*****.****  **Each Seller and Member Guarantor (but only as to hisown individual representations and warranties) shall promptly, but only up tothe second business day preceding the Closing Date, deliver to the Purchaserupdates (collectively the “*Disclosure Schedule Updates*”) of any matters occurringafter the date hereof which, if existing or occurring on the date hereof, wouldhave been required to be set forth on a schedule to this Agreement or whichwould render inaccurate any of the representations or warranties made by anySeller or Member Guarantor in this Agreement, and such notice shall be deemedto be a modification of any representation or warranty; *provided*,*however*, that no Disclosure ScheduleUpdate shall be deemed to supplement or amend a disclosure schedule of Sellersor Member Guarantors for the purpose of determining the accuracy of any of therepresentations and warranties made by the Sellers or Member Guarantors as ofthe date of this Agreement (except with respect to an Adverse Occurrence); *provided*, *further*, thatPurchaser shall have the right to terminate this Agreement and have all rightsand remedies set forth in Section 8.2.

5.5   ***NoSolicitation of Transactions******.*****  **Duringthe period commencing on the date hereof and ending on the earlier to occur ofthe Closing Date or the Termination Date, no Seller nor its respective membersor 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-public information or assistance), or enterinto negotiations of any type, directly or indirectly, or enter into a confidentialityagreement, letter of intent or purchase agreement, merger agreement or othersimilar agreement with any person or entity other than Purchaser or Purchaser’sassignee (as referenced in Section 11.6) with respect to a sale of all orany substantial portion of the assets of any Seller, or a merger,consolidation, business combination, sale of all or any portion of the units orother equity interests of any Seller, or the liquidation or similarextraordinary transaction with respect to any Seller. Sellers shall notifyPurchaser as promptly as practicable of all relevant terms of any inquiry orproposal by a third party to do any of the foregoing that any Seller or any ofits respective members or affiliates or any of its respective officers,directors, partners, managers, employees, investment bankers, financialadvisors, attorneys, accountants or other representatives may receive relatingto any of the foregoing. In the event such inquiry or proposal is in writing,Sellers shall deliver to Purchaser a copy of such inquiry or proposal togetherwith such written notice.

5.6   ***FinalFinancial Statements******.*****  **As soon as reasonably practicable following the datehereof, but in no event no later than the Closing Date, each Seller shalldeliver to Purchaser 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*”).

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5.7   ***Lienson 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   ***Noticeof Adverse Occurrences******.*****  **If any of Thomas H. Lowe, Thomas A.Dieruf, J. Douglas Kannapell or James A. Patterson II 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.

5.9   ***Notice of ContinuedEmployment*****.****  **If any of J. Douglas Kannapell, James A. Patterson II,Thomas A. Dieruf, Thomas H. Lowe, or any Vice President of the Sellersbecomes aware of any regional director or divisional manager, or officer or anyother key employee of any Seller, other than the Excluded Employees, that suchperson does not intend to continue his or her employment or relationship withSeller or with Purchaser after the date of this Agreement or as a result of thetransactions contemplated hereby, the Sellers shall give written notice of thesame 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   ***Representationsand 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   ***Performanceof 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   ***NoInjunctions.*****  **No preliminaryor permanent injunction or other order by any federal, state or local court orany governmental or regulatory authority which prevents or restrains theconsummation of the transactions contemplated by this Agreement shall have beenissued and remain in effect, and no action to obtain any such injunction ororder shall have been filed and remain pending.

6.4   ***GovernmentalConsents and Approvals.*****  **Anyand all governmental authorities, bodies or agencies having jurisdiction overthe transactions contemplated by this Agreement or any document ancillaryhereto that is required to consent to these transactions shall have grantedsuch consents, authorizations and approvals as are necessary for theconsummation thereof (including, without limitation, receipt by Purchaser ofall licenses necessary to conduct the Business following Closing), and allapplicable waiting or similar periods required by applicable law shall haveexpired, and all such consents, authorizations and approvals shall be in formand substance reasonably satisfactory to Purchaser and shall not subject 

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Purchaser to anypenalty or, in Purchaser’s reasonable judgment, other adverse condition underor pursuant to any applicable law or regulation.

6.5   ***ThirdParty Consents and Approvals.*****  **Allconsents, authorizations and approvals to the transactions contemplated by thisAgreement that are required from any third party pursuant to the terms of anyAssumed Contract, the Leases, the software licenses, or the CMAX softwarelicenses or otherwise shall have been duly obtained, and all such consents,authorizations and approvals shall be in form and substance reasonablysatisfactory to Purchaser; *provided*, *however*, that solely with respect to the Real PropertyLeases, the software licenses, or the CMAX software licenses, if the Sellersobtain less than 100% of  the consents orapprovals with respect to the Real Property Leases, the software licenses, orthe CMAX software licenses, the Purchaser shall not be obligated to (but may,at its option) close the purchase contemplated hereby and in the event that thePurchaser elects to close the purchase contemplated hereby then any losses orliability of any nature relating to such consents or approvals for the RealProperty Leases, the software licenses, or the CMAX software licenses that havenot been obtained shall be the sole and exclusive obligations of the Purchaser,and Purchaser shall have no claims against Sellers and/or Member Guarantors asa result of not obtaining such consents, authorizations or approvals relatingto such Real Property Leases, software licenses or CMAX software licenses.

6.6   ***NoMaterial Adverse Effect.*****  **Sincethe date hereof, there shall not have occurred any event, circumstance ordevelopment that, in the aggregate, (a) has had or is reasonably likely tohave a material adverse effect upon the business, assets, operation, condition(financial or otherwise), or results of operations of Sellers, including as aresult of Adverse Occurrences, other than any change attributable to theannouncement or pendency of this Agreement, or (b) would materially impairthe ability of Sellers or Member Guarantors to perform their obligations underthis Agreement (collectively, a “*Material Adverse Effect*”).

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

6.8   ***Due Diligence.*****  **Purchaser shall have completed its legal,business and accounting due diligence investigation of each Seller in scope andwith results 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   ***Deliveriesof Sellers.*****  **Atthe Closing, Sellers shall have delivered or caused to be delivered toPurchaser each of the following, in form and substance reasonably satisfactoryto 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 

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conveyance necessary orappropriate to transfer and assign the Acquired Assets to Purchaser, including,without limitation, assignments of all Intellectual Property, in recordableform to the extent necessary or desirable to assign such rights, obligationsunder the Leases, and for Purchaser to assume all the Assumed Contracts, theLeases and software licenses, if any, and delivery of all title documents andtag receipts with respect to any vehicles or other titled equipment, dulyendorsed for transfer to Purchaser;

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

(d)   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;

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

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

(g)    Any otherinformation, documents or certificates reasonably requested by Purchaser toeffect the transactions contemplated herein; and

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

6.10   ***EscrowAgreement.*****  **TheEscrow Agent shall have delivered to Purchaser the Escrow Agreement dulyexecuted by the Escrow Agent as of the Closing Date.

6.11   ***TransferredEmployees.*****  **Substantiallyall of the Employees of Sellers (other than the Excluded Employees) who areoffered employment by Purchaser shall have accepted such offer of employment inaccordance with the terms of this Agreement, with no substantial change incompensation, benefits or other terms and conditions of employment.

6.12   ***BankAccounts and Bank Agreements.*****  **Purchasershall have opened the bank accounts necessary for the operation of the Businessand shall have entered into appropriate bank agreements with respect to thestates in which the Business is operated pursuant to the Bank Model.

6.13   ***RelatedAgreements.*****  **Thecontemporaneous closing of the Separate Purchase Agreement betweenPurchaser, First American Holding and the other sellers and member guarantors aparty thereto.

**ARTICLE7CONDITIONS TO OBLIGATIONS OF THE SELLERS**

All of theobligations of Sellers 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 the Seller Representative in its sole discretion:

7.1   ***Representationsand Warranties.*****  **Allrepresentations and warranties of Purchaser contained in this Agreement shallbe true and correct 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).

7.2   ***Performanceof Agreements.*****  **Purchasershall have fully performed and complied in all material respects with all agreementsand conditions required by this Agreement to be performed or complied with byit prior to or at the Closing. Section 6.9(h) shall have beensatisfied as of the Closing Date or waived as a condition to Closing by thePurchaser.

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7.3   ***No Injunctions.*****  **No preliminary or permanent injunction or otherorder by any federal, state or local court or any other governmental orregulatory authority which prevents or restrains the consummation of thetransactions contemplated by this Agreement shall have been issued and remainin effect, and no action to obtain any such injunction or order shall have beenfiled and remain pending.

7.4   ***GovernmentalConsents and Approvals.*****  **Anyand all governmental authorities, bodies or agencies having jurisdiction overthe transactions contemplated by this Agreement or any document ancillaryhereto that is required to consent to these transactions shall have grantedsuch consents, authorizations and approvals as are necessary for theconsummation thereof, 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 the SellerRepresentative and shall not subject Seller to any penalty or, in the Seller’sreasonable judgment, other adverse condition under or pursuant to anyapplicable law or regulation.

7.5   ***Deliveriesof Purchaser.*****  **Atthe Closing, Purchaser shall deliver to the Seller Representative each of thefollowing, in form and substance reasonably satisfactory to SellerRepresentative:

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

(f)    Any otherinformation, documents or certificates reasonably requested by the SellerRepresentative to effect the transactions completed herein; and

(g)    TheNon-Competition Agreements duly executed by Purchaser as of the Closing Date.

7.6   ***Escrow Agree******ment.*****  **TheEscrow Agent shall have delivered to the Seller Representative the EscrowAgreement duly executed by the Escrow Agent as of the Closing Date.

7.7   ***ThirdParty Consents and Approval.*****  **All consents, authorizations andapprovals to the transactions contemplated by this Agreement that are requiredfrom any third party pursuant to the terms of any Assumed Contracts, theLeases, the licenses, the CMAX software licenses or otherwise shall have beenduly obtained, and all such consents, authorizations and approvals shall be inform and substance reasonably satisfactory to the Sellers; *provided*,*however*, obtaining consents to theassignment of the Real Property Leases, the software licenses and the CMAXsoftware licenses shall not be a condition to the Closing for the Sellers orMember Guarantors if the Purchaser assumes the obligation to obtain suchconsents or waives such obligations in accordance with Section 6.5.

7.8   ***Related Agreements.*****  **The contemporaneous closing of the Separate PurchaseAgreement between Purchaser, First American Holding and the othersellers and member guarantors a party thereto.

**ARTICLE8TERMINATION**

8.1   ***Termination.*****  **This Agreement may be terminated at any timeprior to the Closing as follows:

(a)    by themutual written consent of the Parties;

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(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 anyreason, other than the delay, breach of this Agreement or nonperformance of theParty seeking such termination (or by any Sellers in the event the SellerRepresentative 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 $3,750in 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 to accept with respect to theFinancing, and (B) the requirement set forth in Section 6.8 shallhave been satisfied or waived by the Purchaser other than with respect to anyitems referenced in any Disclosure Schedule Update and any item materiallyaffected by such Disclosure Schedule Update; and

(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, 6.11 or 6.14 (unlessPurchaser has established that it has terminated such Separate 

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Purchase Agreement underprovisions thereof entitling Purchaser to recover damages against the Sellersthereunder pursuant to Section 8.2(b) thereof) not being satisfied asof the Closing Date, the Purchaser shall not have any claims whatsoever againstSellers or the Member Guarantors in connection with this Agreement or thetransactions contemplated hereby. In the event that the Sellers or MemberGuarantors terminate this Agreement for any item relating to or arising out ofSections 6.9(c) (unless waived by the Purchaser), Sections 7.1 (but onlyas a result of an Adverse Occurrence), 7.2 (but only as a result of an AdverseOccurrence), 7.3, 7.4, 7.6, 7.7 or 7.8 (unless Sellers or the Member Guarantorshave established that they have terminated such Separate Purchase Agreementunder provisions thereof entitling Sellers or the Member Guarantors to recoverdamages against the Purchaser therein 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   ***Survivalof Certain Provisions.*****  **Notwithstandingany provision contained in this Agreement to the contrary, the terms of theConfidentiality 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 terminationor expiration of this Agreement.

**ARTICLE9OTHER AGREEMENTS OF THE PARTIES**

9.1   ***ReasonableEfforts.*****  **Fromand after the Closing Date, upon the terms and subject to the conditions setforth in this Agreement, each Party shall use all commercially reasonableefforts to take or cause to be taken all actions and to do or cause to be doneall things necessary, proper or advisable under applicable laws and regulationsto consummate and make effective the transactions contemplated by thisAgreement.

9.2   ***Brokers;Expenses.*****  **Exceptfor fees payable to Stephens Inc. by Purchaser, each Party hereto herebyrepresents and warrants to the other Party that it has not incurred anyliability for brokerage fees, finder’s fees, agent’s commissions or othersimilar forms of compensation in connection with or in any way related to thetransactions contemplated by this Agreement; *provided*,*however*, that all filing fees withrespect to the HSR Act, if any, shall be borne by Purchaser. Each Party heretoshall pay its own fees and expenses (including the fees and expenses of itsattorneys, accountants, investment bankers, brokers, financial advisors andother professionals) incurred in connection with this Agreement and alltransactions contemplated hereby.

9.3   ***Publicity*.****  **No Party shall issue any press release, writtenpublic statement or announcement relating to this Agreement or the transactionscontemplated hereby without the written prior approval of the other Party ineach instance, except to the extent such disclosure is required by law (inwhich case such Party shall use all reasonable efforts to give the other Partyprior 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 accordance with the terms of such extension), andshall timely pay all Taxes shown to be due thereon with respect to the periodending 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 

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explanation of anymaterial provided hereunder. Each Seller agrees (A) to retain all booksand records with respect to Tax matters pertinent to it relating to any taxableperiod beginning before the Closing Date until the expiration of the statute oflimitations (and, to the extent notified by Purchaser, any extensions thereof)of the respective taxable periods, and to abide by all record retentionagreements entered into with any taxing authority, and (B) to givePurchaser reasonable written notice prior to transferring, destroying ordiscarding any such books and records, and the Sellers shall allow thePurchaser 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 suchterm specifically does not include James A. Patterson II, J. Douglas Kannapell,Thomas Dieruf, Patricia Grimes or Marcie Bean (collectively, the “*Excluded Employees**)*”.

(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 

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respect to any TransferredEmployees (or other “qualified beneficiaries”) who become covered by a grouphealth plan sponsored or contributed to by the Purchaser and who experience a “qualifyingevent” after the Closing Date. “Qualified beneficiary,” “group health plan” and“qualifying event” are as defined in Section 4980B of 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 all respects.

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 “*Seller Representative*”) of such Seller and MemberGuarantor, with full powers of substitution to act in the name, place and steadof such Seller and Member Guarantor with respect to the performance on behalfof such Seller and Member Guarantor under the terms and provisions hereof andto do or refrain from doing all such further acts and things, and to executeall such documents, as the Seller Representative shall deem necessary orappropriate in connection with 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;

(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.

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(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 Donald D.Buchanan; *provided*, *however*,that in the event for any reason Donald D. Buchanan is removed, unable orunwilling to perform as the successor Seller Representative, then one of JamesA. Patterson II or John S. Dowds, in that order, shall appoint a successor; *provided*, *further*,however, that such Seller Representative may be removed by a majority vote ofthe Member Guarantors’ interest as set forth in *Schedule 2*.The Sellers (jointly and severally) and each Member Guarantors (severally onlybased on and limited to such Member Guarantor’s percentage listed in *Schedule 2* of the Purchase Price) shall indemnify and holdthe Seller Representative harmless from and against any and all liabilities,losses, costs, damages and expenses (including attorneys’ fees) reasonablyincurred or suffered as a result of the performance of the SellerRepresentative’s duties hereunder, except to the extent arising from thewillful misconduct or gross negligence of the Seller Representative.

(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 andNon-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 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 of the Separate Purchase Agreement)),West Virginia, Florida and Tennessee (except with respect to those certaineight stores owned by Advance Cash, Inc. and its affiliates located incities in Tennessee where Sellers do not currently conduct business, providedthat no new stores may be opened and no store may be re-located to a citydifferent from its current location);

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(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 (who may or may not be an affiliate) in theamount of $100,000), advisor, independent contractor or joint venturer withrespect to an entity that wholly or partly, directly or indirectly, engages inthe Business in the Restricted Territory;

(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)   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 orindirectly, whether individually, in partnership, jointly or in conjunctionwith, or on behalf of, any person or entity, shall for a period of two (2) yearsfrom the 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) anysolicitation or hiring of Mr. Thomas H. Lowe following the expiration ofthe first six months of his employment with Purchaser or earlier if Mr. Loweand Purchaser agree to an earlier termination; or (iii) any solicitationor hiring of any Transferred Employee whose employment with Purchaser or itssubsidiaries has been terminated for at least six (6) months.

(c)    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 the RestrictedTerritory and that any such competition by any Seller or Member Guarantor wouldresult in a significant loss of goodwill by Purchaser and its affiliates andassignees. In the event any Protective Covenant in this Agreement shall bedetermined by any court of competent jurisdiction to be unenforceable by reasonof its extending for too great a period of time or over too great ageographical area or by reason of its being too extensive in any other respect,it shall be interpreted to extend only over the maximum period of time forwhich it may be enforceable and/or over the maximum geographical area as towhich it may be enforceable and/or to the maximum extent in all other respectsas to which it may be enforceable, all as determined by such court in suchaction.

(d)   Each Sellerand each Member Guarantor hereby acknowledges and agrees that any breach of aProtective Covenant by it will cause irreparable damage to Purchaser, the exactamount of which will be difficult to determine, and that the remedies at lawfor 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 

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performance and injunctiverelief, without posting bond or other security, to enforce or prevent anyviolation of any of the Protective Covenants by it.

(e)    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.

(f)    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.*****  **Each Seller has or will comply with its obligationspursuant to WARN and all other notification and bargaining obligations arisingunder any collective bargaining agreement, statute or otherwise, in each caseto the extent affecting in whole or in part of any site of employment,facility, operating unit, or employee of a Seller. No Seller shall affect a “plantclosing” or “mass layoff” (as those terms are defined under WARN) at any timebetween the date of this Agreement and the Closing Date, affecting in whole orin part any site of employment, facility, operating unit or employee of aSeller without complying with all provisions of WARN. Sellers shall beresponsible for providing any notice of layoff or plant closing, if requiredpursuant to WARN or any applicable state or local plant closing notificationstatute, with respect to any Employees who are not employed by Purchaser or itsaffiliates as of the Closing Date and shall maintain such employees on Seller’spayroll for any period of notice required by WARN and any applicable state orlocal plant closing notification statute.

9.9   ***Accessto Information.*****  **Afterthe Closing Date, the Member Guarantors, the Sellers and their representatives,affiliates, managers, members and employees shall have reasonable access to allof the books and records of Sellers, to the extent that such access mayreasonably be required in connection with matters relating to events on orprior to the Closing Date, including but not limited to, the preparation of TaxReturns, and the right to copy all of the same and the use of all originals asrequired. Such access shall be afforded by the Purchaser upon receipt ofreasonable advance notice and during normal business hours. If the Purchasershall desire to dispose of any of such books and records within seven yearsafter the Closing Date, the Purchaser shall, prior to such disposition, givethe Seller Representative a reasonable opportunity, at the Sellers’ expense, tosegregate and remove such books and records as Sellers may select.

9.10   ***Purchaser.*****  **The Purchaser shall representand warrant at the Closing to the Sellers and Member Guarantors that it hasbeen adequately capitalized as provided in *Schedule 9.10*; *provided*, *however*, that *Schedule 9.10* may be modified in accordance with Section 1.6(b) ofthe Separate Purchase Agreement.

9.11   ***Renewalor Extension of Lease.*****  **Afterthe Closing Date, no option to extend or renew a Real Property Lease shalloccur unless the Sellers are fully released from all obligations and dutiesunder such Real Property Lease.

**ARTICLE10INDEMNIFICATION**

10.1   ***Indemnificationby Sellers and Member Guarantors.*****  **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 

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affiliates andsubsidiaries, and their respective partners, members, employees, officers,directors, agents and representatives (collectively, the “*Seller Indemnified Parties*”),from and against any and all 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 ornature incurred 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)   any obligationor liability of the Sellers to third parties or governmental agencies whicharose from an act or omission of Sellers that occurred prior to the ClosingDate.

10.2   ***Indemnificationby Purchaser.*****  **Subjectto Section 10.10, Purchaser shall indemnify, promptly defend and holdharmless the Sellers and Member Guarantors and their respective affiliates andsubsidiaries, and their respective partners, members, employees, officers,directors, agents and representatives (collectively, the “*Purchaser IndemnifiedParties*”), from and against any and all Losses relating to,resulting from or arising out of:

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

(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 ThirdParty 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, withintwenty (20) days after such notice from the Indemnified Party, to assume thedefense of such audit, investigation, action or proceeding, including 

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theemployment of counsel, and the Indemnifying Party shall pay the fees anddisbursements of counsel for the Indemnifying Party as incurred; *provided*, *however*, thatthe Indemnified Party (at its expense) shall have the right to jointly defendsuch defense or action of any nature with the Indemnifying Party. In assumingthe defense (subject to such joint defense with the Indemnified Party as setforth herein) of such audit, investigation, action or proceeding, theIndemnifying Party shall use all reasonable efforts to mitigate against anyunnecessary costs or expenses of the Indemnified Party (and vice versa). In theevent, however, that the Indemnified Party declines or fails to join in thedefense of the audit, investigation, action or proceeding on the terms providedabove in either case within such twenty (20) day period, then the IndemnifyingParty shall have the right to conduct the defense of such audit, investigation,action or proceeding as it solely determines, including the employment ofcounsel and the payment of the fees and disbursements of such counsel. In anyaudit, investigation, action or proceeding for which indemnification is beingsought hereunder the Indemnified Party or the Indemnifying Party, whichever isnot assuming the defense of such action, shall have the right to participate insuch matter (joint defense) and to retain its own counsel at such Party’s ownexpense. The Indemnifying Party or the Indemnified Party (as the case may be)shall at all times use reasonable efforts to keep the Indemnifying Party orIndemnified Party, as the case may be, reasonably apprised of the status of thedefense of any matter the defense of which it is maintaining and to cooperatein good faith with each other with respect to the defense of any such matter.

(b)   NoIndemnified Party may settle or compromise any claim or consent to the entry ofany judgment with respect to which indemnification is being sought hereunderwithout the prior written consent of the Indemnifying Party unless suchsettlement, compromise or consent includes an unconditional release of theIndemnifying Party and its officers, directors, employees, members, agents,representatives and affiliates from all liability (including any liability as aresult of a claim by the Indemnified Party against the Indemnifying Party)arising out of such claim and does not require any payment or obligation fromthe Indemnifying Party. No Indemnifying Party may settle or compromise anyclaim or consent to the entry of any judgment with respect to whichindemnification is being sought hereunder without the prior written consent ofthe Indemnified Party unless such settlement, compromise or consent (i) includesan unconditional 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 theevent an Indemnified Party claims a right to payment pursuant hereto, suchIndemnified Party shall send written notice of such claim to the appropriateIndemnifying Party. Such notice shall specify the basis for such claim. Thefailure by any Indemnified Party so to notify the Indemnifying Party shall notrelieve the Indemnifying Party from any liability that it may have to suchIndemnified 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 

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Indemnifying Party underthis Article 10 (subject to Section 10.4), and the Indemnifying Partyshall pay the amount of such liability to the Indemnified Party on demand whensuch liability or portion of the claim becomes finally determined. In the eventthe Indemnifying Party has timely disputed its liability with respect to suchclaim as provided above, then as promptly as possible, such Indemnified Partyand the appropriate Indemnifying Party shall establish the merits and amount ofsuch claim (by mutual agreement, litigation, arbitration or otherwise) and,within ten (10) business days following the final determination (and afterexpiration of all appeals or the expiration of all appeal periods being taken)of the merits and amount of such claim, if it is determined that theIndemnifying Party owes any amounts to the Indemnified Party, then the IndemnifyingParty shall pay (subject to Section 10.4) to the Indemnified Party inimmediately available funds in an amount equal to such claim as determinedhereunder.

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), Section 9.11 (Renewal or 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 andNon-Solicitation), Section 9.9 (Access to Information), Section 9.11(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 $22,485 (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$22,485 amount but specifically subject to the limitations set forth in thisAgreement; *provided*, *however*,that the $22,485 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).

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(c)    Subject toSection 10.4(d), in no event shall the aggregate liability of the Sellersand Member Guarantors for Purchaser Losses arising under Section 10.1(a) exceed(i) $693,376for the oneyear period following the Closing Date, and (ii) $346,688with respect to claims made byPurchaser in writing on Sellers and Member Guarantors thereafter during thesecond year after the Closing Date and thereafter there shall be no liabilityby the Sellers or Member Guarantors to the Purchaser unless otherwise explicitlyprovided herein; *provided*,*however*, in no event shall the aggregateliability of the Sellers and Member Guarantors for Purchaser Losses arisingunder Section 10.1(a) exceed $693,376, except as provided in Section 10.4(d) and Section 10.7.Any amount paid to Purchaser pursuant to the Escrow Agreement as a result of abreach of representation, warranty or covenant, as described in Section 10.1(a) or(b), shall reduce the amount that may be recovered against the Sellers andMember Guarantors under this Section 10.4(c). Except as contemplated in Section 10.7,any amount paid by Sellers and/or the Member Guarantors as a result of a breachof representation, warranty or covenant, as described in Section 10.1(a) or(b), or pursuant to the Escrow Agreement as a result of a breach ofrepresentation, warranty or covenant, as described in Section 10.1(a) or(b), shall reduce the amount that 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);

(iv)        Section 3.11 (Notes and Receivables—otherthan as contemplated by Section 3.11(a)(ii), but subject to the last sentenceof 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*, thatfor purposes of this Section 10.4(d) such provisions shall be read asthough none of them contained more than one Material Adverse Effect,materiality or knowledge qualifier; *provided*, *further*, that any liability of the Sellers and Member Guarantors,in the aggregate, and subject to each Member Guarantor’s percentage limitationset 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 $22,485 as referenced in Section 10.4(b).

10.5   ***RightsUnder 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 

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(Non-Competitionand Non-Solicitation)) shall be first paid from the escrow pursuant to theEscrow 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 orotherwise limit the assertion of any right or remedy for specific performanceor other equitable relief, including specific performance, of the ProtectiveCovenants; *provided*, *further*,that Purchaser may pursue any right or remedy for a claim of fraud againstSellers or Member Guarantors (jointly, not severally, and in any event eachsuch Member Guarantor shall be liable for only its own fraud and not for anyother fraud of another party to this Agreement) and recover all amounts duetherefor without any limitations imposed on such amounts (including, withoutlimitation, the limitations imposed by Section 10.4 or Section 10.11)to the extent Purchaser can establish by the appropriate standard in a court ofcompetent jurisdiction that Sellers, jointly and severally, and  each Member Guarantor, severally and in anyevent each such Member Guarantor shall be liable for only its own fraud and notfor any other fraud of another party to this Agreement, have committed fraudagainst the Purchaser with respect to this Agreement and the transactionscontemplated hereby; *provided*, *further*, that Sellers or the Member Guarantors may pursueany right or remedy for a claim of fraud against the Purchaser and recover allamounts due therefor without any limitations imposed on such amounts(including, without limitation, the limitations imposed by Section 10.10)to the extent the Sellers or Member Guarantors can establish by the appropriatestandard in a court of competent jurisdiction that the Purchaser has committedfraud against the Sellers or the Member Guarantors with respect to thisAgreement and the transactions 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* foractions of the Sellers, and against each Member Guarantor as to its own actionsor inactions only but without regard to such Member Guarantor’s percentagelisted in *Schedule 2*, and recover all amounts duetherefore without any limitations imposed on such amounts (including, withoutlimitation, the limitations imposed by Section 10.4 or Section 10.11)other than as set forth in this Section 10.7(b). Notwithstanding anythingto the contrary herein except as set forth in Sections 9.7 and 10.7, allParties hereto acknowledge that the total liability of a Member Guarantor underthis Agreement for any cause of action whatsoever, shall in the aggregate, inall events be limited to such Member Guarantor’s percentage of the PurchasePrice set forth in *Schedule 2*.

10.8   ***Books and Records******.*****  **The Indemnified Party shall make available to theIndemnifying Party and its counsel and accountants at reasonable times and forreasonable periods, during normal business hours, all books and records of theIndemnified Party relating to any such possible claim for indemnification, andeach Party hereunder shall render to the other such assistance as it mayreasonably require of the other in order to insure prompt and adequate defenseof any suit, claim or proceeding based upon a state of facts which may giverise to a right of indemnification hereunder.

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10.9   ***Taxand 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 insurancepolicies with respect to such Loss and taking into account any premiumadjustments (retrospective or otherwise for the appropriate period of time asdetermined by the Parties or a court) proximately caused by the making of suchclaim under any insurance policies; and (ii) reduced or increased to takeaccount of any net Tax benefit or Tax cost realized by the Indemnified Partyproximately caused by the incurrence or payment of any such Loss, in each casewhen and as such Tax cost or Tax benefit is actually realized through anincrease or reduction 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   ***Limitationon 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 $693,376for the one year period following theClosing Date, and (ii) $346,688withrespect to claims made by Sellers or Member Guarantors in writing on Purchaserthereafter during the second year after the Closing Date and thereafter thereshall be no liability by the Purchaser to the Sellers or Member Guarantorsunless otherwise explicitly 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 Liabilities; *provided*, *further*, that any liability of the Purchaser to the Sellersor the Member Guarantors, in the aggregate, under this Section 10.10 orotherwise under this Agreement, except for a cause of action relating to fraudas set forth in Section 10.7, shall not exceed the Purchase Price.

10.11   ***Loss******es.*****  **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, exceptas 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 on andlimited to such Member Guarantor’s percentage listed in *Schedule 2*),the greater of (i) actual damages or (ii) special damages resultingfrom a breach of warranty, representation or covenant of the Sellers containedin this Agreement, but only to the extent such breach causes a permanent lossof earnings in the Business in Purchaser’s hands, but such special damagesshall be strictly limited to the (x) actual loss of that portion of the oneyear’s worth of Earnings Before Interest Taxes Depreciation and Amortization,as reflected on the Initial Financial Statements for the period ending December 31,2003, that directly result from such breach by the Sellers, multiplied by (y)five and two tenths (5.2); *further*, *provided*, *however*, thePurchaser shall use its commercially reasonable efforts to mitigate all Losses.

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**ARTICLE11MISCELLANEOUS**

11.1   ***Notices*****.**

(a)    All notices, consents, requests and other communicationshereunder shall be in writing and shall be sent by hand delivery, by certifiedor registered mail (return-receipt requested), by a recognized nationalovernight 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                             |
| 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)   Notices delivered pursuant to Section 11.1(a) shall bedeemed given: (i) on the date delivered, if personally delivered ortelecopied (with confirmation); (ii) at the time received, if mailed; and (iii) two(2) business day after timely delivery to the courier, if by overnightcourier service.

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(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*****.****  **This Agreement, including all schedules and exhibitshereto (all of which are incorporated herein by this reference into thisAgreement), contains the entire agreement and understanding concerning thesubject matter hereof among the Parties and specifically supersedes any otheragreement or understanding among the Parties related to the subject matterhereof, including that certain Letter of Intent dated as of December 29,2003; *provided*, *that*the provisions of that certain Confidentiality Agreement between Purchaser andFirst American Holding, dated October 13, 2003, shall remain in full forceand 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*****.****  **Ifany provision 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******.*****  **ThisAgreement shall be governed by and construed in accordance with the laws of theCommonwealth of Kentucky, without regard to the principles of conflicts oflaws.

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 void and of no force or effect; *provided*, *that* Purchaser may assign its rights under this Agreement toany subsidiary or affiliate, but no such assignment shall relieve Purchaser ofits obligations hereunder.

11.7   ***Binding Effect******.*****  **ThisAgreement shall be binding upon and shall inure to the benefit of the Partiesand 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   ***Referenceswithin 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*****.****  **This Agreement shall not be construed more strictlyagainst any Party hereto regardless of which Party is responsible for itspreparation.

11.11   ***FurtherAssurances******.*****  **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 

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Agreement. Anysignature page of any such counterpart, or any electronic facsimilethereof, may be attached or appended to any other counterpart to complete afully executed counterpart of this Agreement, and any telecopy or otherfacsimile transmission of any signature shall be deemed an original and shallbind such Party.

11.13   ***Knowledge******.*****  **Sellersshall be deemed to have “*Knowledge*”of a particular fact or other matter if (i) J. Douglas Kannapell, James A.Patterson II, Thomas A. Dieruf, Thomas H. Lowe, or any officer, divisionalmanager or regional director of any Seller, or (ii) solely relating to Taxmatters, any employee responsible for Tax matters, (A) is actually awareof such fact or other matter, or (B) a prudent individual would beexpected to discover or otherwise become aware of such fact or other matter inthe course of conducting their duties in a reasonable and customary manner inthe ordinary course of business within his or her function and responsibility.

*** * * * * * ***

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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 Services of  Kentucky, LLC**      |
|       |                                               | By: | P&K Enterprises, LLC |
|       |                                               | Its Manager |
|       |                                               | By: | /s/ J. Douglas Kannapell |   |
|       |                                               |   | J. Douglas Kannapell |
|       |                                               |   | *Manager* |
| ** ** | **First American Services of West  Virginia, LLC** |
|       |                                               | By: | P&K Enterprises, LLC |
|       |                                               | Its Manager |
|       |                                               | By: | /s/ J. Douglas Kannapell |   |
|       |                                               |   | J. Douglas Kannapell |
|       |                                               |   | *Manager* |
|            |                                                    |  |  |  |  |  |  |  |  |  |

 

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|        | “Member Guarantors” |
|--------|-------------------------------|
|   | /s/ James A. Patterson II     |   |
|   | James A. Patterson II         |   |

 

----

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

 

----

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

 

----

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

 

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

 

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

 

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

 

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|        | “Member Guarantors” |
|--------|-------------------------------|
|   | /s/ William E. Lawrence III   |   |
|   | William E. Lawrence III       |   |

 

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|        | “Member Guarantors” |
|--------|-------------------------------|
|   | /s/ Drew P. Haney             |   |
|   | Drew P. Haney                 |   |

 

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|            | “Member Guarantors”   |
|------------|---------------------------------|
| ** ** | **First American Holding, LLC** |
|       |                            | By: | First American  Management, Inc. |
|       |                            | Its Manager |
|       |                            | By: | /s/ Thomas H. Lowe |   |
|       |                            |   | Thomas H. Lowe, *President* |
|            |                                 |  |  |  |  |  |

 

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