ex103to8k06113_08252008.htm


    Exhibit
10.3

     

    PURCHASE
AGREEMENT

    


    THIS PURCHASE AGREEMENT (this
“Agreement”)
is entered into as of the 25th day of August, 2008, by and between New Century Equity Holdings
Corp., a
Delaware corporation (the “Company”),
and Newcastle Partners,
L.P., a Texas limited partnership (the “Purchaser”).

    


    R E C I T A L S
:

    


    WHEREAS, concurrently
herewith, the Company is entering into an acquisition transaction to purchase
Wilhelmina International, Inc. and its affiliated companies (collectively, the
“Wilhelmina
Companies”) pursuant to an Agreement dated the date hereof between the
Company, the Wilhelmina Companies and the equityholders (the “Sellers”)
of the Wilhelmina Companies (such agreement, the “Wilhelmina
Agreement”); and

     

    WHEREAS, the Company will
require additional financing (the “Additional
Financing”) to
complete the transactions contemplated by the Wilhelmina Agreement under its
terms; and

     

    WHEREAS, in connection with
entering into the Wilhelmina Agreement, the Sellers have (i) expressed the
desire for certainty with respect to completion of the transactions contemplated
by the Wilhelmina Agreement and (ii) opposed the inclusion of a financing
contingency in the Wilhelmina Agreement in favor of the Company;
and

     

    WHEREAS, in these
circumstances,  in order to facilitate a successful closing under the
Wilhelmina Agreement, the Company has also sought to secure prior to execution
of the Wilhelmina Agreement the Additional Financing; and

     

    WHEREAS, the Purchaser desires
to (i) purchase $3,000,000 of shares of common stock, $.01 par value, of the
Company (“Common
Stock”) at the Closing (as defined below) and (ii) commit to provide an
additional $2,000,000 in equity financing for a period of six (6) months
following the Closing, in each case at a per share price equal to NCEH Book
Value Per Share (for purposes of this Agreement, NCEH Book Value Per Share shall
have the same meaning as defined in the Wilhelmina Agreement, provided that
clause (b) of the definition set forth in the Wilhelmina Agreement shall be
excluded); and

     

    WHEREAS, an independent
committee of the Board of Directors of the Company has been formed to review,
negotiate and approve the terms of such Additional Financing pursuant to this
Agreement.

     

    NOW, THEREFORE, in
consideration of the foregoing recitals and the mutual promises hereinafter set
forth, the parties hereto agree as follows:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SECTION
1.  AGREEMENT TO SELL AND PURCHASE; COMMITMENT

     

    1.1           Sale and
Purchase.  Subject to the terms and conditions hereof, at the
Closing, the Company hereby agrees to issue and sell to the Purchaser, and the
Purchaser agrees to purchase from the Company, a number of shares of Common
Stock equal to (x) $3,000,000 divided by (y) NCEH Book Value Per Share (the
“Shares”)
for an aggregate purchase price of $3,000,000 (the “Purchase
Price”).

     

    1.2           Commitment.  In
addition, subject to the terms and conditions hereof, the Purchaser commits to
purchase, at the Company’s election from time to time and at any time at or
following the Closing, up to an aggregate of $2,000,000 (the “Commitment
Amount”) in shares of Common Stock at a price per share equal to NCEH
Book Value Per Share (any such shares purchased and sold, “Additional
Shares”); provided that Purchaser shall have no obligation to purchase
any shares of Common Stock (whether or not any Additional Shares were previously
purchased and sold) on or following the date that is six (6) months following
the Closing (the “Commitment End
Date”).  The period between Closing and the Commitment End Date
is referred to as the “Commitment
Period.”

     

    1.3           Rights.  Any
issuance by the Company of shares of Common Stock to the Purchaser under this
Agreement shall also include the associated share purchase rights issued under
the Rights Agreement dated as of July 10, 2006 between the Company and The Bank
of New York Trust Company (the “Rights”),
on a one-for-one basis.

     

    SECTION
2.  CLOSING, DELIVERY AND PAYMENT

     

    2.1           Closing of the Shares
Purchase.  The closing of the purchase and sale of the Shares
hereunder (the “Closing”) shall take place
substantially concurrently with the closing of the transactions under the
Wilhelmina Agreement, or at such other time or place as the Company and the
Purchaser may mutually agree (the date of the Closing, the “Closing
Date”).  At the Closing, subject to the terms and conditions
hereof, the Company will issue, sell and deliver to the Purchaser the Shares,
against payment of the Purchase Price by certified check or wire transfer of
immediately available funds.  At that time, the Company and the
Purchaser shall also execute and deliver the registration rights agreement
substantially in the form of Exhibit A to this Agreement (the “Registration
Rights Agreement”).

     

    2.2           Additional
Closings.  The closing of each purchase and sale of Additional
Shares, if any, pursuant to the Purchaser’s commitment under Section 1.2 (each
an “Additional
Closing”) shall take place no later than five Business Days (as defined
below) following the Company’s delivery of written notice to Purchaser
specifying the number of Additional Shares the Company elects to sell to
Purchaser (not to exceed an aggregate of $2,000,000 in shares at the per share
price of NCEH Book Value Per Share with respect to all such Additional
Closings).   At each Additional Closing, subject to the terms and
conditions hereof, the Company will issue, sell and deliver to the Purchaser the
applicable number of Additional Shares, against payment of the purchase price by
certified check or wire transfer of immediately available funds.  The
date of each Additional Closing shall be a Business Day.  In this
Agreement, a “Business
Day” is any Monday through Friday other than a day on which banks in the
State of Texas are authorized to be closed.

     

    
      
        
        

      

      
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    SECTION
3.  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

     

    The
Company hereby represents and warrants to the Purchaser, as
follows:

    


    3.1           Organization, Good Standing and
Qualification.  The Company is a corporation duly organized,
validly existing and in good standing under the laws of the State of
Delaware.  The Company’s only active subsidiaries are the subsidiaries
listed on Schedule 3.1
(the “Subsidiaries”).  Except
as indicated on Schedule
3.1, each Subsidiary is duly organized, validly existing and in good
standing under the laws of its jurisdiction of organization.  Each of
the Company and the Subsidiaries has all requisite corporate power and authority
to own and operate its properties and assets and to carry on its business as
presently conducted.  The Company has all requisite corporate power
and authority to execute and deliver this Agreement and, when executed, the
Registration Rights Agreement (together with this Agreement and any other
document or agreement executed by parties hereto in connection with any purchase
and  sale of Additional Shares hereunder, the “Transaction
Documents”), to issue and sell the Shares and Additional Shares (if any)
and to carry out the provisions of the Transaction Documents.  Each of
the Company and the Subsidiaries is duly qualified and authorized to do
business, or registered as a foreign corporation, and is in good standing in
each jurisdiction in which the nature of its activities and of its properties
(both owned and leased) makes such qualification necessary, except for those
jurisdictions in which failure to be so qualified or registered would not have a
material adverse effect on the Company and the Subsidiaries or their business,
taken as a whole.

     

    3.2           Capitalization.  The
Company is authorized to issue 75,000,000 shares of Common Stock, of which
53,883,872 shares are issued and outstanding as of the date hereof, and
10,000,000 shares of preferred stock.  Except as set forth on Schedule 3.2 or in the
Company’s current, quarterly, annual and other periodic filings (the “SEC
Reports”) with the U.S. Securities and Exchange Commission (the “Commission”),
there are no outstanding options, warrants or other rights to acquire any of the
Company’s capital stock, or securities convertible, exercisable or exchangeable
for the Company’s capital stock or for securities themselves convertible,
exercisable or exchangeable for the Company’s capital stock (together, “Convertible
Securities”).  Except as set forth on Schedule 3.2 or in the SEC
Reports or pursuant to this Agreement or the Wilhelmina Agreement, the Company
has no agreement or commitment to sell or issue any shares of capital stock or
Convertible Securities.  All issued and outstanding shares of Common
Stock (i) have been duly authorized and validly issued, (ii) are fully paid and
nonassessable, (iii) are free from any preemptive and cumulative voting rights
and (iv) were issued pursuant to an effective registration statement filed with
the Commission and applicable state securities authorities or pursuant to valid
exemptions under federal and state securities laws.  Except as set
forth on Schedule 3.2
or in the SEC Reports, there are no outstanding rights of first refusal or proxy
or shareholder agreements of any kind relating to any of the Company’s
securities to which the Company is a party or as to which the Company has
received written notice.  When issued hereunder, the Shares and
Additional Shares (if any) will be validly issued, fully paid and nonassessable,
and will be free of any liens or encumbrances; provided, however, that the Shares and
Additional Shares (if any) may be subject to restrictions on transfer under
state and/or federal securities laws as set forth herein or as otherwise
required by such laws at the time a transfer is proposed.

     

    
      
        
        

      

      
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    3.3           Authorization; Binding Obligations.
All corporate action on the part of the Company and its directors
(including a special committee of independent directors) necessary for the
authorization of the Transaction Documents and the performance of all
obligations of the Company hereunder and thereunder at the Closing, including
the authorization, sale, issuance and delivery of the Shares and Additional
Shares (if any), has been taken, and no further corporate action is required to
be taken.  The Transaction Documents, when executed and delivered,
will be valid and binding obligations of the Company, enforceable against the
Company in accordance with their respective terms, except as limited by (i)
applicable bankruptcy, insolvency, reorganization, moratorium or other laws of
general application affecting enforcement of creditors’ rights, and (ii) general
principles of equity, including those that restrict the availability of
equitable remedies, and except that the enforceability of indemnification
provisions of the Registration Rights Agreement may be limited by applicable
laws and public policy.  The issuance and sale of the Shares and
Additional Shares (if any) are not and will not be subject to any preemptive
rights or rights of first refusal.

     

    3.4           No Conflicts.  The
execution and delivery of, and the performance of and compliance with the
transactions contemplated by, the Transaction Documents, including the issuance
and sale of the Shares and Additional Shares (if any), will not, with or without
the passage of time or giving of notice or both, conflict with, constitute a
violation or default under, or result in the creation of any mortgage, pledge,
lien, encumbrance or charge upon any of the properties or assets of the Company
or any Subsidiary pursuant to, (i) the Company’s currently effective Certificate
of Incorporation or By-Laws, (ii) any provision of any mortgage, indenture,
contract, agreement or instrument to which it is party or by which it is bound,
(iii) any judgment, decree, order, writ, statute, rule or regulation applicable
to the Company or any Subsidiary or any permit, license, authorization or
approval applicable to the Company or any Subsidiary, except (in the case of
(ii) and (iii)) as would not, individually or in the aggregate, reasonably be
expected to have a material adverse effect on the business, assets, liabilities,
condition (financial or otherwise), or results of operations of the Company and
the Subsidiaries, taken as a whole.

     

    3.5           Reporting
Status.  The Company has filed all documents that the Company
was required to file under the Securities Exchange Act of 1934, as amended (the
“Exchange
Act”), during
the 12 months preceding the date of this Agreement.  The SEC Reports
complied in all material respects with the applicable requirements of the
Exchange Act and the applicable rules and regulations promulgated thereunder as
of their respective filing dates, and the information contained therein as of
the date thereof did not contain an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading.

     

    3.6           No Material Adverse
Change.  Since March 31, 2008, and except as disclosed in the
SEC Reports, there has not been any material adverse change in the business,
assets, liabilities, condition (financial or otherwise), or results of
operations of the Company.

     

    3.7           Private
Offering.  Assuming the truth and accuracy of the
representations and warranties of the Purchaser contained in Section 4, the
offer, sale and issuance of the Shares and Additional Shares (if any) will be
exempt from the registration requirements of the Securities Act of 1933, as
amended (the “Securities
Act”), and will be exempt from registration and qualification under the
registration, permit or qualification requirements of the State of
Texas.

     

    
      
        
        

      

      
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    3.8           No General Solicitation.
Neither the Company, nor any of its affiliates, nor any person acting on its or
their behalf, has engaged in any form of general solicitation or general
advertising (within the meaning of Regulation D under the Securities Act) in
connection with the offer or sale of the Shares and Additional Shares (if
any).

     

    3.9           Acknowledgment Regarding the
Purchaser's Role. The Company acknowledges that the Purchaser is not
acting as a financial advisor or fiduciary of the Company (or in any similar
capacity) with respect to the Transaction Documents and the transactions
contemplated hereby and thereby, and any advice given by the Purchaser or any of
its representatives or agents in connection with the Transaction Documents and
the transactions contemplated hereby and thereby is merely incidental to the
Purchaser’s purchase of the Shares and Additional Shares (if
any).  The Company further represents to the Purchaser that the
Company's decision to enter into the Transaction Documents has been based solely
on the independent evaluation by the Company and its
representatives.

     

    SECTION
4.  REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

     

    The
Purchaser hereby represents and warrants to the Company, and agrees, as
follows:

    


    4.1           Investment
Representations.  The Purchaser understands that neither the
offer nor the sale of the Shares or Additional Shares (if any) has been
registered under the Securities Act.  The Purchaser also understands
that the Shares and Additional Shares (if any) are being offered and sold
pursuant to an exemption from registration contained in the Securities Act based
in part upon the Purchaser’s representations contained in the
Agreement.  The Purchaser hereby represents and warrants as
follows:

     

    (a)           Purchaser Bears Economic Risk.
The Purchaser has substantial experience in evaluating and investing in
private placement transactions of securities in companies similar to the Company
so that it is capable of evaluating the merits and risks of its investment in
the Company and has the capacity to protect its own interests.  The
Purchaser must bear the economic risk of its investment in the Shares and
Additional Shares (if any) indefinitely unless the Shares or Additional Shares
(if any), as the case may be, are subsequently registered pursuant to the
Securities Act or an exemption from registration is available.  Except
as may be contemplated by the Registration Rights Agreement (when executed), the
Purchaser has no present intention of selling or otherwise transferring the
Shares or Additional Shares (if any) or any interest therein.  The
Purchaser understands that there is no assurance that any exemption from
registration under the Securities Act will be available and that, even if
available, such exemption may not allow the Purchaser to transfer all or any
portion of the Shares or Additional Shares (if any) under the circumstances, in
the amounts or at the times the Purchaser might propose.

     

    (b)           Acquisition for Own
Account.  Except as may be contemplated by the Registration
Rights Agreement (when executed), the Purchaser is acquiring the Shares and
Additional Shares (if any) for the Purchaser’s own account for investment only,
and not with a view towards their public distribution.

     

    
      
        
        

      

      
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    (c)           Purchaser Can Protect Its
Interest.  By reason of its, or of its management’s business or
financial experience, the Purchaser has the capacity to protect its own
interests in connection with the transactions contemplated in this Agreement and
the Registration Rights Agreement.  Further, the Purchaser is aware of
no publication of any advertisement or general solicitation in connection with
the transactions contemplated in the Agreement.

     

    (d)           Accredited
Investor.  The Purchaser is an accredited investor within the
meaning of Regulation D under the Securities Act.

     

    (e)           Residence.  The
Purchaser is organized under the laws of the State of Texas and its principal
office is located in the State of Texas.

     

    (f)           Rule 144.  The
Purchaser acknowledges and agrees that, when issued, the Shares and Additional
Shares (if any) must be held indefinitely unless they are subsequently
registered under the Securities Act or an exemption from such registration is
available.  The Purchaser has been advised or is aware of the
provisions of Rule 144 promulgated under the Securities Act, which permits
limited resale of shares purchased in a private placement subject to the
satisfaction of specified conditions.

     

    (g)           Access To
Information.  The Purchaser has had an opportunity to discuss
the Company’s business, management and financial affairs with the Company’s
management and to review the Company’s facilities.  The Purchaser
acknowledges that the Company has given the Purchaser access to the corporate
records and accounts of the Company, has made its officers and representatives
available for interview by the Purchaser and has furnished the Purchaser with
all documents and other information requested by the Purchaser to make an
informed decision with respect to the purchase of the Shares and Additional
Shares (if any).

     

    4.2           Transfer Restrictions. The
Purchaser acknowledges and agrees that, when issued, the Shares and Additional
Shares (if any) are subject to restrictions on transfer and will bear
restrictive legends.

     

    4.3           Organization;
Authorization;  Binding Obligations.  The Purchaser
is a limited partnership duly organized, validly existing and in good standing
under the laws of the State of Texas.  The Purchaser has all requisite
limited partnership power and authority to execute and deliver this Agreement,
the Registration Rights Agreement and any other Transaction Documents and to
carry out its obligations under the provisions of such
documents.  This Agreement and the Registration Rights Agreement and
any other Transaction Documents, when executed and delivered, will be valid and
binding obligations of the Purchaser, enforceable against the Purchaser in
accordance with their respective terms, except as limited by (i) applicable
bankruptcy, insolvency, reorganization, moratorium or other laws of general
application affecting enforcement of creditors’ rights, and (ii) general
principles of equity, including those that restrict the availability of
equitable remedies, and except that the enforceability of the indemnification
provisions of the Registration Rights Agreement may be limited by applicable
laws and public policy.

     

    
      
        
        

      

      
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    SECTION
5.  CONDITIONS FOR CLOSING

     

    5.1           Conditions to each party’s
obligations with respect to the Shares.  The obligation of each
party to close the purchase and sale of the Shares as contemplated by this
Agreement is subject to satisfaction of the following conditions at or prior to
Closing:

     

    (a)           The
conditions to the Company’s obligations to close the transactions under the
Wilhelmina Agreement shall be satisfied (or waived by the Company, to the extent
capable of being waived under law), and the closing of the transactions under
the Wilhelmina Agreement shall occur substantially concurrently with the Closing
hereunder.

     

    (b)           There
shall not be any law, regulation or order enacted, entered, promulgated,
enforced or issued by any governmental authority or court or other legal
restraint preventing, prohibiting or rendering illegal the consummation of the
transactions under this Agreement.

     

    (c)           There
shall not be any legal proceedings or order seeking to restrain or to invalidate
the transactions contemplated hereunder, which, if resolved unfavorably, could
reasonably be expected to result in a material adverse effect on the Purchaser
or the Company (giving effect to the closing of the transactions under the
Wilhelmina Agreement).

     

    5.2           Conditions to the Company’s
obligations with respect to the Shares.  The obligation of the
Company to close the sale of the Shares as contemplated by this Agreement is
subject to satisfaction of the following conditions at or prior to
Closing:

     

    (a)           The
representations and warranties of the Purchaser contained in Article 4 of this
Agreement (disregarding all qualifications and exceptions contained therein
regarding materiality or a material adverse effect) shall be true and correct as
of the date of this Agreement and as of the Closing Date as though made on and
as of such date, except for changes contemplated by this Agreement (unless any
such representation or warranty is made only as of a specific date, in which
event such representation or warranty shall be true and correct only as of such
specific date); provided, that this condition shall be deemed to be satisfied
unless all such failures of the representations and warranties to be true and
correct, would, individually or in the aggregate, reasonably be expected to
prevent or materially delay the closing of the transactions under this
Agreement.

     

    (b)           The
Purchaser shall have complied in all material respects with its obligations
under this Agreement.

     

    (c)           The
Purchaser shall have executed and delivered to the Company at the Closing the
Registration Rights Agreement and any other Transaction Documents required of
the Purchaser to be executed and delivered at the Closing.

     

    5.3           Conditions to Purchaser’s obligations
with respect to the Shares.  The obligation of Purchaser to
close the purchase of the Shares as contemplated by this Agreement is subject to
satisfaction of the following conditions at or prior to Closing:

     

    
      
        
        

      

      
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    (a)           The
Company shall have executed and delivered to the Purchaser at the Closing the
Registration Rights Agreement and any other Transaction Documents
required  of the Company to be executed and delivered at the
Closing.

     

    (b)           The
representations and warranties of the Company contained in Article 3 of this
Agreement (disregarding all qualifications and exceptions contained therein
regarding materiality or a material adverse effect) shall be true and correct as
of the date of this Agreement and as of the Closing Date as though made on and
as of such date, except for changes contemplated by this Agreement (unless any
such representation or warranty is made only as of a specific date, in which
event such representation or warranty shall be true and correct only as of such
specific date); provided, that this condition shall be deemed to be satisfied
unless all such failures of the representations and warranties to be true and
correct, would, individually or in the aggregate, reasonably be expected to have
a material adverse effect on the business, assets, liabilities, condition
(financial or otherwise), or results of operations of the Company and the
Subsidiaries, taken as a whole.

     

    (c)           The
Company shall have complied in all material respects with its obligations under
this Agreement.

     

    5.4           Conditions to Purchaser’s obligations
with respect to Additional Shares.  The obligation of the
Purchaser to close the sale of any Additional Shares as contemplated by this
Agreement is subject to the satisfaction of the following conditions as of the
date of each Additional Closing:

     

    (a)           The
representations and warranties of the Company contained in Article 3 of this
Agreement (disregarding all qualifications and exceptions contained therein
regarding materiality or a material adverse effect) shall be true and correct as
of the date of this Agreement and as of the date of the applicable Additional
Closing as though made on and as of such date, except for changes contemplated
by this Agreement (unless any such representation or warranty is made only as of
a specific date, in which event such representation or warranty shall be true
and correct only as of such specific date); provided, that this condition shall
be deemed to be satisfied unless all such failures of the representations and
warranties to be true and correct would, individually or in the aggregate,
reasonably be expected to have a material adverse effect on the business,
assets, liabilities, condition (financial or otherwise), or results of
operations of the Company and the Subsidiaries, taken as a whole.

     

    (b)           The
Company shall have complied in all material respects with its obligations under
this Agreement.

     

    (c)           The
conditions set forth in Section 5.1(b) and 5.1(c) shall be satisfied as of the
date of the applicable Additional Closing.

     

    5.5           Conditions to the Company’s
obligations with respect to Additional Shares.  The obligation
of the Company to close the sale of any Additional Shares as contemplated by
this Agreement is subject to satisfaction of the following conditions as of the
date of each Additional Closing:

     

    
      
        
        

      

      
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    (a)           The
representations and warranties of the Purchaser contained in Article 4 of this
Agreement (disregarding all qualifications and exceptions contained therein
regarding materiality or a material adverse effect) shall be true and correct as
of the date of this Agreement and as of the date of the applicable Additional
Closing as though made on and as of such date, except for changes contemplated
by this Agreement (unless any such representation or warranty is made only as of
a specific date, in which event such representation or warranty shall be true
and correct only as of such specific date); provided, that this condition shall
be deemed to be satisfied unless all such failures of the representations and
warranties to be true and correct, would, individually or in the aggregate,
reasonably be expected to prevent or materially delay the closing of the
transactions under this Agreement.

     

    (b)           The
Purchaser shall have complied in all material respects with its obligations
under this Agreement.

     

    (c)           The
conditions set forth in Section 5.1(b) and 5.1(c) shall be satisfied as of the
date of the applicable Additional Closing.

     

    SECTION
6.  COVENANTS

     

    6.1           Use of
Proceeds.  The Company will use the proceeds from the sale of
the Shares to fund the purchase price to acquire the Wilhelmina Companies and
the proceeds from the sale of the Additional Shares (if any) for other general
corporate purposes.

     

    6.2           No Integrated
Offering.  None of the Company, the Subsidiaries, their
affiliates or any person acting on their behalf will make any offers or sales of
any security or solicit any offers to buy any security, under circumstances that
would require registration of any of the Shares or Additional Shares (if any)
under the Securities Act or cause the offering of the Shares or Additional
Shares (if any) to be integrated with other offerings.

     

    6.3           Further
Assurances.  Each party shall do and perform, or cause to be
done and performed, all such further acts and things, and shall execute and
deliver all such other agreements, certificates, instruments and documents, as
the other party may reasonably request in order to carry out the intent and
accomplish the purposes of this Agreement and the consummation of the
transactions contemplated hereby.

     

    SECTION
7.  MISCELLANEOUS

     

    7.1           Governing Law.  This
Agreement shall be governed by the laws of the State of Delaware, without regard
to conflicts of law principles.

     

    7.2           Termination.  If the
Closing under this Agreement has not occurred, this Agreement shall terminate
upon termination of the Wilhelmina Agreement.  Notwithstanding
anything to the contrary, the commitment set forth in Section 1.2 shall
terminate as of the Commitment End Date.

     

    7.3           Survival.  The
representations and warranties made herein shall survive the Closing for a
period of two (2) years following the Closing Date; provided that the
representations set forth in Sections 3.1, 3.3 and 4.3 shall survive
indefinitely. The covenants and agreements contained herein shall survive in
accordance with their terms. All statements as to factual matters contained in
any certificate or other instrument delivered by or on behalf of either party
pursuant hereto in connection with the transactions contemplated hereby shall be
deemed to be representations and warranties by that party hereunder solely as of
the date of such certificate or instrument.

     

    
      
        
        

      

      
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    7.4           Successors and
Assigns.  Except as otherwise expressly provided herein, the
provisions hereof shall inure to the benefit of, and be binding upon, the
successors, assigns, heirs, executors and administrators of the parties hereto
and shall inure to the benefit of and be enforceable by each person who shall be
a holder of the Shares or Additional Shares (if any) from time to
time.  A party shall not assign this Agreement or any rights or
obligations hereunder without the prior written consent of the other party;
provided that the Purchaser may assign some or all of its rights hereunder
without the consent of the Company to an affiliate of Purchaser.

     

    7.5           Entire
Agreement.  The Transaction Documents and the other documents
delivered pursuant hereto constitute the full and entire understanding and
agreement between the parties with regard to the subject matter hereof and
thereof, and neither party shall be liable or bound to the other in any manner
by any representations, warranties, covenants and agreements, except as
specifically set forth herein and therein.

     

    7.6           Severability.  The
invalidity, illegality or unenforceability of one or more of the provisions of
this Agreement in any jurisdiction shall not affect the validity, legality or
enforceability of the remainder of this Agreement in such jurisdiction or the
validity, legality or enforceability of this Agreement, including any such
provision, in any other jurisdiction, it being intended that all rights and
obligations of the parties hereunder shall be enforceable to the fullest extent
permitted by law.

     

    7.7           Amendment and
Waiver.  This Agreement may be amended or modified, and any
provision hereunder may be waived, only upon the written consent of the Company
and the Purchaser.

     

    7.8           Notices.  All
notices, requests, consents and other communications hereunder shall be made in
writing and shall be deemed given (i) when made if made by hand delivery, (ii)
one business day after being deposited with an overnight courier if made by
courier guaranteeing overnight delivery, (iii) on the date indicated on the
notice of receipt if made by first-class mail, return receipt requested or (iv)
on the date of confirmation of receipt of transmission by facsimile, addressed
as follows:

     

    (a)           if
to the Company, at

     

    New
Century Equity Holdings Corp.

    200
Crescent Court, Suite 1400

    Dallas,
Texas 75201

    Facsimile:
(214) 661-7475

    Attention:  Chief
Financial Officer

    


    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

       

    

    with a
copy to:

    


    Gardere
Wynne Sewell LLP

    1601 Elm
Street, Suite 3000

    Dallas,
TX  75201-4761

    Facsimile:
(214) 999-3683

    Attention:
Alan J. Perkins, Esq.


    


    (b)           if
to the Purchaser, in care of:

     

    Newcastle
Partners, L.P.

    200
Crescent Court, Suite 1400

    Dallas,
TX  75201

    Facsimile:  (214)
661-7475

    Attention:  Evan
D. Stone, Esq.


    


     

    7.9           Indemnification.  Each
party (as such, the “Indemnifying
Party”) agrees to indemnify and hold the other party (as such, the “Indemnified
Party”) harmless against any loss, liability, damage or expense
(including reasonable legal fees and costs) that the Indemnified Party may
suffer, sustain or become subject to as a result of or in connection with the
breach by the Indemnifying Party of any representation, warranty, covenant or
agreement of the Indemnifying Party contained in any of the Transaction
Documents;  provided, however, that no indemnification shall be
required hereunder for the gross negligence or willful misconduct of the
Indemnified Party or breach by the Indemnified Party of any of its
representations and warranties set forth in this Agreement.  In case
any such third-party action is brought against the Indemnified Party, the
Indemnifying Party will be entitled to participate in and assume the defense
thereof with counsel reasonably satisfactory to the Indemnified Party, and after
notice from the Indemnifying Party to the Indemnified Party of its election to
assume the defense thereof, the Indemnifying Party shall not be responsible for
any legal or other expenses subsequently incurred by the Indemnified Party in
connection with the defense thereof;  provided, that if the
Indemnified Party shall have reasonably concluded that there may be one or more
legal defenses available to the Indemnified Party which conflict in any material
respect with those available to the Indemnifying Party, the Indemnifying Party
shall not have the right to assume the defense of such action on behalf of the
Indemnified Party and the Indemnifying Party shall reimburse the Indemnified
Party for that portion of the fees and expenses of one counsel retained by the
Indemnified Party.

     

    7.10           Interpretation.  The
titles of the sections and subsections of the Agreement are for convenience of
reference only and are not to be considered in construing this
Agreement.  In this Agreement, (a) “including”
does not denote or imply any limitation, and (b) “person”
refers to any individual or any legal entity or organization.

     

    7.11           Counterparts.  This
Agreement may be delivered via facsimile or other means of electronic
communication, and may be executed in counterparts, each of which shall be an
original, but all of which together shall constitute one
instrument.


     

    [Signature
page follows]

     

    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    

     

    IN WITNESS WHEREOF, the
parties hereto have hereunto affixed their signatures.

    


    
      	
              New
      Century Equity Holdings Corp.

            	 
      	
              Newcastle
      Partners, L.P.

            
	 
      	 
      	
              By:
      Newcastle Capital Management, L.P.

            
	 
      	 
      	
              its
      General Partner

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	
              By

            	/s/
      John Murray	 
      	
              By

            	/s/
      Mark Schwarz
	 
      	 
      	 
      
	
              Its

            	Chief
      Financial Officer	 
      	
              Its

            	Chief
      Executive Officer