STOCK PURCHASE AGREEMENT

         This Stock Purchase Agreement ("Agreement") is made as of March 1,
2005, by BRIDGE STREET FINANCIAL, INC., a Delaware Corporation ("Buyer"), ROBERT
J. ROWE, an individual residing at 211 Sedgwick Drive, Syracuse, New York 13203,
("Rowe"), CHRISTINE ROMAGNOLI, an individual residing at 8498 Oneida Valley
Road, Canastota, New York 13032 , ("Romagnoli") EILEEN CASSIDY, an individual
residing at 102 Hafner Drive, North Syracuse, New York 13212, ("Cassidy") and
MICHAEL MONICA, an individual residing at 108 Coachman's Whip, Baldwinsville,
New York 13027 ("Monica"). (Rowe, Romagnoli, Cassidy and Monica are collectively
referred to as "Sellers").

                                    RECITALS

         Sellers desire to sell, and Buyer desires to purchase, all of the
issued and outstanding shares (the "Shares") of the capital stock of Ladd's
Agency, Inc., a New York corporation (the "Company"), for the consideration and
on the terms set forth in this Agreement.

         The issued and outstanding shares of capital stock of the Company are
held as follows:

                  Rowe                        154 shares
                  Romagnoli                     3 shares
                  Cassidy                       3 shares
                  Monica                        6 shares

                                    AGREEMENT

         The parties, intending to be legally bound, agree as follows:

1.       DEFINITIONS

         For purposes of this Agreement, the following terms have the meanings
specified or referred to in this Section 1:

                  (a)      "ACQUIRED COMPANIES" --the Company and its
Subsidiaries, collectively.

                  (b)      "APPLICABLE CONTRACT"--any Contract (a) under which
any Acquired Company has or may acquire any rights, (b) under which any Acquired
Company has or may become subject to any obligation or liability, or (c) by
which any Acquired Company or any of the assets owned or used by it is or may
become bound.

                  (c)      "BEST EFFORTS"--the reasonable efforts that a prudent
Person desirous of achieving a result would use in similar circumstances to
ensure that such result is achieved as expeditiously as possible ; PROVIDED,
HOWEVER, that an obligation to use Best Efforts under this Agreement does not
require the Person subject to that obligation to take actions that would result
in a materially adverse change in the benefits to such Person of this Agreement
and the Contemplated Transactions.

                  (d)      "BREACH"--a "Breach" of a representation, warranty,
covenant, obligation, or other provision of this Agreement or any instrument
delivered pursuant to this Agreement will be deemed to have occurred if there is
or has been (a) any material inaccuracy in or breach of, or any failure to
perform or comply with, such representation, warranty, covenant, obligation, or
other provision, or (b) any claim (by any Person) or other occurrence or
circumstance that is or was materially inconsistent with such representation,
warranty, covenant, obligation, or other provision.

                  (e)      "BUYER"--as defined in the first paragraph of this
Agreement.

                  (f)      "CLOSING"--as defined in Section 2.3.

                  (g)      "CLOSING DATE"--the date and time as of which the
Closing actually takes place.

                  (h)      "COMPANY"--as defined in the Recitals of this
Agreement.

                  (i)      "COMPANY'S FINANCIAL STATEMENTS" - as defined in
Section 3.4.

                  (j)      "CONSENT"--any approval, consent, ratification,
waiver, or other authorization (including any Governmental Authorization).

                  (k)      "CONTEMPLATED TRANSACTIONS"--all of the transactions
contemplated by this Agreement, including:

                           (i)      the sale of the Shares by Sellers to Buyer;

                           (ii)     the execution, delivery, and performance of
         the Employment Agreements and the Sellers' Releases;

                           (iii)    the performance by Buyer and Sellers of
         their respective covenants and obligations under this Agreement; and

                           (iv)     Buyer's acquisition and ownership of the
         Shares and exercise of control over the Acquired Companies.

                  (l)      "CONTRACT"--any agreement, contract, obligation,
promise, or undertaking (whether written or oral and whether express or implied)
that is legally binding.

                  (m)      "DAMAGES"--as defined in Section 10.2.

                  (n)      "DISCLOSURE LETTER"--the disclosure letter delivered
by Sellers to Buyer concurrently with the execution and delivery of this
Agreement.

                  (o)      "EMPLOYMENT AGREEMENTS"--as defined in Section
2.4(a)(iii).

                  (p)      "ENCUMBRANCE"--any charge, claim, community property
interest, condition, equitable interest, lien, option, pledge, security
interest, right of first refusal, or restriction of any kind, including any
restriction on use, voting, transfer, receipt of income, or exercise of any
other attribute of ownership.

                  (q)      "ENVIRONMENT"--soil, land surface or subsurface
strata, surface waters (including navigable waters, ocean waters, streams,
ponds, drainage basins, and wetlands), groundwaters, drinking water supply,
stream sediments, ambient air (including indoor air), plant and animal life, and
any other environmental medium or natural resource.

                  (r)      "ENVIRONMENTAL, HEALTH, AND SAFETY LIABILITIES"--any
cost, damages, expense, liability, obligation, or other responsibility arising
from or under Environmental Law or Occupational Safety and Health Law and
consisting of or relating to:

                           (i)      any environmental, health, or safety matters
         or conditions (including on-site or off-site contamination,
         occupational safety and health, and regulation of chemical substances
         or products);

                           (ii)     fines, penalties, judgments, awards,
         settlements, legal or administrative proceedings, damages, losses,
         claims, demands and response, investigative, remedial, or inspection
         costs and expenses arising under Environmental Law or Occupational
         Safety and Health Law;

                           (iii)    financial responsibility under Environmental
         Law or Occupational Safety and Health Law for cleanup costs or
         corrective action, including any investigation, cleanup, removal,
         containment, or other remediation or response actions ("Cleanup")
         required by applicable Environmental Law or Occupational Safety and
         Health Law (whether or not such Cleanup has been required or requested
         by any Governmental Body or any other Person) and for any natural
         resource damages; or

                           (iv)     any other compliance, corrective,
         investigative, or remedial measures required under Environmental Law or
         Occupational Safety and Health Law.

         The terms "removal," "remedial," and "response action," include the
types of activities covered by the United States Comprehensive Environmental
Response, Compensation, and Liability Act, 42 U.S.C. ss. 9601 et seq., as
amended ("CERCLA").

         (s)      "ENVIRONMENTAL LAW"--any Legal Requirement that requires or
relates to:

                  (i)      advising appropriate authorities, employees, and the
         public of intended or actual releases of pollutants or hazardous
         substances or materials, violations of discharge limits, or other
         prohibitions and of the commencements of activities, such as resource
         extraction or construction, that could have significant impact on the
         Environment;

                  (ii)     preventing or reducing to acceptable levels the
         release of pollutants or hazardous substances or materials into the
         Environment;

                  (iii)    reducing the quantities, preventing the release, or
         minimizing the hazardous characteristics of wastes that are generated;

                  (iv)     assuring that products are designed, formulated,
         packaged, and used so that they do not present unreasonable risks to
         human health or the Environment when used or disposed of;

                  (v)      protecting resources, species, or ecological
amenities;

                  (vi)     reducing to acceptable levels the risks inherent in
         the transportation of hazardous substances, pollutants, oil, or other
         potentially harmful substances;

                  (vii)    cleaning up pollutants that have been released,
         preventing the threat of release, or paying the costs of such clean up
         or prevention; or

                  (viii)   making responsible parties pay private parties, or
         groups of them, for damages done to their health or the Environment, or
         permitting self-appointed representatives of the public interest to
         recover for injuries done to public assets.

         (t)      "ERISA"--the Employee Retirement Income Security Act of 1974
or any successor law, and regulations and rules issued pursuant to that Act or
any successor law.

         (u)      "FACILITIES"--any real property, leaseholds, or other
interests currently or formerly owned or operated by the Company or currently
owned by any Acquired Company, and any buildings, plants, structures, or
equipment (including motor vehicles, tank cars, and rolling stock) currently or
formerly owned or operated by the Company or currently owned by any Acquired
Company.

         (v)      "GAAP"--generally accepted United States accounting
principles, applied on a basis consistent with the basis on which the Balance
Sheet and the other financial statements referred to in Section 3.4(b) were
prepared.

         (w)      "GOVERNMENTAL AUTHORIZATION"--any approval, consent, license,
permit, waiver, or other authorization issued, granted, given, or otherwise made
available by or under the authority of any Governmental Body or pursuant to any
Legal Requirement.

         (x)      "GOVERNMENTAL BODY"--any:

                  (i)      nation, state, county, city, town, village, district,
         or other jurisdiction of any nature;

                  (ii)     federal, state, local, municipal, foreign, or other
         government;

                  (iii)    governmental or quasi-governmental authority of any
         nature (including any governmental agency, branch, department,
         official, or entity and any court or other tribunal);

                  (iv)     multi-national organization or body; or

                  (v)      body exercising, or entitled to exercise, any
         administrative, executive, judicial, legislative, police, regulatory,
         or taxing authority or power of any nature.

         (y)      "HAZARDOUS ACTIVITY"--the distribution, generation, handling,
importing, management, manufacturing, processing, production, refinement,
Release, storage, transfer, transportation, treatment, or use (including any
withdrawal or other use of groundwater) of Hazardous Materials in, on, under,
about, or from the Facilities or any part thereof into the Environment, and any
other act, business, operation, or thing that increases the danger, or risk of
danger, or poses an unreasonable risk of harm to persons or property on or off
the Facilities, or that may affect the value of the Facilities or the Acquired
Companies.

         (z)      "HAZARDOUS MATERIALS"--any waste or other substance that is
listed, defined, designated, or classified as, or otherwise determined to be,
hazardous, radioactive, or toxic or a pollutant or a contaminant under or
pursuant to any Environmental Law, including any admixture or solution thereof,
and specifically including petroleum and all derivatives thereof or synthetic
substitutes therefor and asbestos or asbestos-containing materials.

         (aa)     "INTELLECTUAL PROPERTY ASSETS" --as defined in Section 3.22.

         (bb)     "IRC"--the Internal Revenue Code of 1986 or any successor law,
and regulations issued by the IRS pursuant to the Internal Revenue Code or any
successor law.

         (cc)     "IRS"--the United States Internal Revenue Service or any
successor agency, and, to the extent relevant, the United States Department of
the Treasury.

         (dd)     "KNOWLEDGE"--an individual will be deemed to have "Knowledge"
of a particular fact or other matter if such individual was actually aware of or
had reasonable notice of such fact or other matter.

         A Person (other than an individual) will be deemed to have "Knowledge"
of a particular fact or other matter if any individual who is serving, or who
has at any time served, as a director, officer, partner, executor, or trustee of
such Person (or in any similar capacity) has, or at any time had, Knowledge of
such fact or other matter.

         (ee)     "LEGAL REQUIREMENT"--any federal, state, local, municipal,
foreign, international, multinational, or other administrative order,
constitution, law, ordinance, principle of common law, regulation, statute, or
treaty.

         (ff)     "NONSOLICITATION AGREEMENTS"--as defined in Section
2.4(a)(iv).

         (gg)     "OCCUPATIONAL SAFETY AND HEALTH LAW"--any Legal Requirement
designed to provide safe and healthful working conditions and to reduce
occupational safety and health hazards, and any program, whether governmental or
private (including those promulgated or sponsored by industry associations and
insurance companies), designed to provide safe and healthful working conditions.

         (hh)     "ORDER"--any award, decision, injunction, judgment, order,
ruling, subpoena, or verdict entered, issued, made, or rendered by any court,
administrative agency, or other Governmental Body or by any arbitrator.

         (ii)     "ORDINARY COURSE OF BUSINESS"--an action taken by a Person
will be deemed to have been taken in the "Ordinary Course of Business" only if:

                  (i)      such action is consistent with the past practices of
         such Person and is taken in the ordinary course of the normal
         day-to-day operations of such Person;

                  (ii)     such action is not required to be authorized by the
         board of directors of such Person (or by any Person or group of Persons
         exercising similar authority) and is not required to be specifically
         authorized by the parent company (if any) of such Person; and

                  (iii)    such action is similar in nature and magnitude to
         actions customarily taken, without any authorization by the board of
         directors (or by any Person or group of Persons exercising similar
         authority), in the ordinary course of the normal day-to-day operations
         of other Persons that are in the same line of business as such Person.

         (jj)     "ORGANIZATIONAL DOCUMENTS"--(a) the certificate of
incorporation and the bylaws of a corporation; (b) the partnership agreement and
any statement of partnership of a general partnership; (c) the limited
partnership agreement and the certificate of limited partnership of a limited
partnership; (d) any charter or similar document adopted or filed in connection
with the creation, formation, or organization of a Person; (e) the Articles of
Organization and Operating Agreement for a Limited Liability Company; and (f)
any amendment to any of the foregoing.

         (kk)     "PERSON"--any individual, corporation (including any
non-profit corporation), general or limited partnership, limited liability
company, joint venture, estate, trust, association, organization, labor union,
or other entity or Governmental Body.

         (ll)     "PLAN"--as defined in Section 3.13.

         (mm)     "PROCEEDING"--any action, arbitration, audit, hearing,
investigation, litigation, or suit (whether civil, criminal, administrative,
investigative, or informal) commenced, brought, conducted, or heard by or
before, or otherwise involving, any Governmental Body or arbitrator.

         (nn)     "RELATED PERSON"--with respect to a particular individual:

                  (i)      each other member of such individual's Family;

                  (ii)     any Person that is directly or indirectly controlled
         by such individual or one or more members of such individual's Family;

                  (iii)    any Person in which such individual or members of
         such individual's Family hold (individually or in the aggregate) a
         Material Interest; and

                  (iv)     any Person with respect to which such individual or
         one or more members of such individual's Family serves as a director,
         officer, partner, executor, or trustee (or in a similar capacity).

         With respect to a specified Person other than an individual:

         (a)      any Person that directly or indirectly controls, is directly
or indirectly controlled by, or is directly or indirectly under common control
with such specified Person;

         (b)      any Person that holds a Material Interest in such specified
Person;

         (c)      each Person that serves as a director, officer, partner,
executor, or trustee of such specified Person (or in a similar capacity);

         (d)      any Person in which such specified Person holds a Material
Interest;

         (e)      any Person with respect to which such specified Person serves
as a general partner or a trustee (or in a similar capacity); and

         (f)      any Related Person of any individual described in clause (b)
or (c).

         For purposes of this definition, (a) the "Family" of an individual
includes (i) the individual, (ii) the individual's spouse and former spouses,
(iii) any other natural person who is related to the individual or the
individual's spouse within the second degree, and (iv) any other natural person
who resides with such individual, and (b) "Material Interest" means direct or
indirect beneficial ownership (as defined in Rule 13d-3 under the Securities
Exchange Act of 1934) of voting securities or other voting interests
representing at least twenty percent (20%) of the outstanding voting power of a
Person or equity securities or other equity interests representing at least
twenty percent (20%) of the outstanding equity securities or equity interests in
a Person.

         (oo)     "RELEASE"--any spilling, leaking, emitting, discharging,
depositing, escaping, leaching, dumping, or other releasing into the
Environment, whether intentional or unintentional.

         (pp)     "REPRESENTATIVE"--with respect to a particular Person, any
director, officer, employee, agent, consultant, advisor, or other representative
of such Person, including legal counsel, accountants, and financial advisors.

         (qq)     "SECURITIES ACT"--the Securities Act of 1933 or any successor
law, and regulations and rules issued pursuant to that Act or any successor law.

         (rr)     "SELLERS"--as defined in the first paragraph of this
Agreement.

         (ss)     "SELLERS' RELEASES"--as defined in Section 2.4. (a)

         (tt)     "SHARES"--as defined in the Recitals of this Agreement.

         (uu)     "STOCK PURCHASE BALANCE SHEET" - as defined in Section 2.5.

         (vv)     "SUBSIDIARY"--with respect to any Person (the "Owner"), any
corporation or other Person of which securities or other interests having the
power to elect a majority of that corporation's or other Person's board of
directors or similar governing body, or otherwise having the power to direct the
business and policies of that corporation or other Person (other than securities
or other interests having such power only upon the happening of a contingency
that has not occurred) are held by the Owner or one or more of its Subsidiaries;
when used without reference to a particular Person, "Subsidiary" means a
Subsidiary of the Company. The Subsidiaries of the Company are Tappan & Sedlak,
Inc. and Carpenter & Clark, Inc.

         (ww)     "TAX RETURN"--any return (including any information return),
report, statement, schedule, notice, form, or other document or information
filed with or submitted to, or required to be filed with or submitted to, any
Governmental Body in connection with the determination, assessment, collection,
or payment of any Tax or in connection with the administration, implementation,
or enforcement of or compliance with any Legal Requirement relating to any Tax.

         (xx)     "THREAT OF RELEASE"--a substantial likelihood of a Release
that may require action in order to prevent or mitigate damage to the
Environment that may result from such Release.

         (yy)     "THREATENED"--a claim, Proceeding, dispute, action, or other
matter will be deemed to have been "Threatened" if any demand or statement has
been made (orally or in writing) or any notice has been given (orally or in
writing), or if any other event has occurred or any other circumstances exist,
that would lead a prudent Person to conclude that such a claim, Proceeding,
dispute, action, or other matter is likely to be asserted, commenced, taken, or
otherwise pursued in the future.

2.       SALE AND TRANSFER OF SHARES; CLOSING

2.1      SHARES.

         Subject to the terms and conditions of this Agreement, at the Closing,
Sellers will sell and transfer the Shares to Buyer, and Buyer will purchase the
Shares from Sellers.

2.2      PURCHASE PRICE

         (a)      The purchase price (the "Purchase Price") for the Shares will
be One Million Six Hundred Twenty-One Thousand, Three Hundred Ninety-Five
Dollars ($1,621,395.00). The Purchase Price will be allocated among the Sellers
in proportion to their relative ownership of the Shares by bank cashiers check
paid at Closing.

         (b)      (i)      The purchase price for the Shares shall be
         conditionally increased by the sum of Seven Hundred Seventy Thousand
         Dollars ($770,000.00), paid in three (3) annual payments, by bank
         cashiers check, in the amounts of Two Hundred Seventy Thousand Dollars
         ($270,000.00), Two Hundred Fifty Thousand Dollars ($250,000.00) and Two
         Hundred Fifty Thousand Dollars ($250,000.00). These payments will be
         made within sixty (60) days following the first three (3) anniversaries
         of the Closing Date and are contingent upon the Company satisfying
         annual EBITDA targets (which shall be calculated on a rolling twelve
         (12) month basis from the anniversary of the Effective Date). These
         targets and the related calculations are shown in Exhibit 2.2(b). These
         conditional payments shall be allocated proportionately to the Sellers
         in proportion to their relative ownership of Shares.

                  (ii)     EBITDA shall be calculated in a manner consistent
         with Exhibit 2.2(b) with the further provisos that (A) payments on any
         liability included in the Stock Purchase Agreement Balance Sheet shall
         not be a deduction from earnings, (B) earnings shall not be charged
         with or reduced by any "home office", Buyer, parent or affiliate
         administrative or other similar fee, (C) if any services or goods are
         supplied to the Company by or through the Buyer or any affiliate of the
         Buyer, earnings shall not be charged with or reduced by an amount equal
         to the lesser of the contractual charge to the Company for the cost of
         such goods or services which the Company would pay if the Company
         acquired such goods or services from an independent third party vendor.

                  (iii)    Concurrently with the making of the payments
         described in (i) above, the Buyer shall deliver to Rowe the EBITDA
         calculations on which the payment involved is based, together with
         reasonable supporting documentation. If within thirty (30) days of the
         date Rowe receives such payment, calculation and supporting
         documentation, Rowe believes that the calculation contains a material
         error (materiality for this purpose being deemed to be a change of more
         than five percent (5%) in EBITDA, Rowe shall notify the buyer and
         provide the documentation that serves as the basis for Rowe's belief
         that the EBITDA calculation is incorrect. The Buyer shall then have
         thirty (30) days from the receipt of the documentation from Rowe to
         object to Rowe's calculation. If the Buyer agrees with Rowe's
         calculation or if no objection is made by the Buyer then the adjustment
         shall be made to EBITDA, and if the EBITDA adjustment requires a
         further payment under this Agreement, such further payment shall be
         made within ten (10) days after the end of such thirty (30) day period.

         If the Buyer does provide notice of its objection to Rowe within the
thirty (30) day period and Rowe disagrees, then the issues in dispute will be
submitted to Dermody, Burke & Brown, certified public accountants, (the
"Accountants"), for final resolution. Each party will provide to the Accountants
such documents and information relative to the disputed issues as the
Accountants may request and as are available to that party and each party shall
be afforded the opportunity to present to the Accountants any material relating
to the EBITDA determination and to discuss the same with the accountants. The
determination of the Accountants on the issues involved will be binding and
conclusive on the parties and Rowe and the Buyer will each pay fifty percent
(50%) of the fees of the Accountants for such determination. Any change in the
amount of the payment required to be made under this Section 2.2 shall be made
within ten (10) days of the final determination by the Accountants.

         2.3      CLOSING

         The purchase and sale (the "Closing") provided for in this Agreement
will take place at the offices of Buyer's counsel at 900 One Lincoln Center,
Syracuse, New York 13202, on March 4, 2005 at 10:30 a.m. (local time), or at
such other time and place as the parties may agree. The Closing shall be
effective as of March 1, 2005. Subject to the provisions of Section 9,
failure to consummate the purchase and sale provided for in this Agreement on
the date and time and at the place determined pursuant to this Section 2.3 will
not result in the termination of this Agreement and will not relieve any party
of any obligation under this Agreement.

         2.4      CLOSING OBLIGATIONS

         At the Closing:

                  (a)      Sellers will deliver to Buyer:

                           (i)      certificates representing the Shares, duly
         endorsed (or accompanied by duly executed stock powers), for transfer
         to Buyer;

                           (ii)     releases in the form of Exhibit 2.4(a)(ii)
         executed by Sellers (collectively, "Sellers' Releases");

                           (iii)    employment agreements in the form of Exhibit
         2.4(a)(iii), executed by Sellers (collectively, "Employment
         Agreements");

                           (iv)     confidentiality and nonsolicitation
         agreements in the form of Exhibit 2.4(a)(iv), executed by all of the
         non-shareholder employees of the Company (collectively, the
         "Nonsolicitation Agreements"); and

                           (v)      a certificate executed by Rowe representing
         and warranting to Buyer that each of Sellers' representations and
         warranties in this Agreement was accurate in all respects as of the
         date of this Agreement and is accurate in all respects as of the
         Closing Date as if made on the Closing Date (giving full effect to any
         supplements to the Disclosure Letter that were delivered by Sellers to
         Buyer prior to the Closing Date in accordance with Section 5.5.

                  (b)      Buyer will deliver to Sellers:

                           (i)      the following amounts by bank cashier's or
         certified check payable to the order of Rowe, Romagnoli, Cassidy and
         Monica respectively: One Million Five Hundred Four Thousand,
         One Hundred Eighty-Six Dollars ($1,504,186) to Rowe; Twenty Nine
         Thousand Three Hundred Two Dollars ($29,302) to Romagnoli, Twenty
         Nine Thousand Three Hundred Two Dollars ($29,302) to Cassidy; and
         Fifty-Eight Thousand Six Hundred Five Dollars ($58,605) to Monica.

                           (ii)     a certificate executed by Buyer to the
         effect that, except as otherwise stated in such certificate, each of
         Buyer's representations and warranties in this Agreement was accurate
         in all respects as of the date of this Agreement and is accurate in all
         respects as of the Closing Date as if made on the Closing Date;

                           (iii)    the Employment Agreements, executed by
         Buyer; and

                           (iv)    a Lease Guaranty in the form as attached
         hereto as Exhibit 2.4(b)(iv).

         2.5      STOCK PURCHASE BALANCE SHEET

         The Buyer and Sellers have used their best efforts to prepare the
Company's Stock Purchase Balance Sheet as of February 28, 2005, which sets forth
certain agreed adjustments to the Company's Financial Statements. The Stock
Purchase Balance Sheet is attached as Exhibit 2.5 and reflects a negative Six
Hundred Twenty-Eight Thousand Six Hundred Five Dollars (-$628,605).

         2.6      ADJUSTMENT PROCEDURE

         If within the first six (6) months after the Closing Date, the Buyer
believes that the Stock Purchase Balance Sheet contains a material error
(materiality for this purpose being deemed to be a change of more than five
percent [5%]), then Buyer shall notify the Sellers and provide the documentation
which serves as the basis of its belief that the Stock Purchase Balance Sheet
used for purposes of the Closing is incorrect. For purposes of its review of the
Stock Purchase Balance Sheet, Buyer agrees that it shall not seek any adjustment
under this Section 2.6 based upon Buyer's decision to increase any reserves of
the Company or to reclassify the useful life of any of the Company's fixed
assets. Rowe shall then have thirty (30) days from receipt of the documentation
from the Buyer to object to the Buyer's calculation. If no objection is made by
Rowe, then the adjustment shall be made up or down proportionately to the
conditional payments provided for in Paragraph 2.2(b) of this Agreement.

         If Rowe does provide notice of his objection to the Buyer within the
specified thirty (30) day time frame, then the issues in dispute will be
submitted to Dermody, Burke & Brown, Certified Public Accountants (the
"Accountants"), for resolution. If issues in dispute are submitted to the
Accountants for resolution, (i) each party will furnish to the Accountants such
workpapers and other documents and information relating to the disputed issues
as the Accountants may request and are available to that party or its
Subsidiaries (or its independent public accountants), and will be afforded the
opportunity to present to the Accountants any material relating to the
determination and to discuss the determination with the Accountants; (ii) the
determination by the Accountants, as set forth in a notice delivered to both
parties by the Accountants, will be binding and conclusive on the parties; and
(iii) Buyer and Sellers will each bear 50% of the fees of the Accountants for
such determination. Any change in the Balance Sheet Value determined by the
Accountants, shall effect a dollar-for-dollar change in the conditional payments
specified in Paragraph 2.2(b) and such change shall be allocated proportionately
among the Shareholders.

         If it is determined that there is a material error in the Balance Sheet
which also results in the same error in the Stock Purchase Balance Sheet, then
the adjustment procedure set forth in this Section 2.6 shall be Buyer's sole
remedy. If it is determined that there is a material error in the Company's
Financial Statements which does not impact the Stock Purchase Balance Sheet,
then Buyer's sole remedy shall be under the indemnification provisions in
Section 10 of this Agreement.

3.       REPRESENTATIONS AND WARRANTIES OF SELLERS

         Sellers represent and warrant to Buyer as follows:

         3.1      ORGANIZATION AND GOOD STANDING

                  (a)      Part 3.1 of the Disclosure Letter contains a complete
and accurate list for each Acquired Company of its name, its jurisdiction of
incorporation, other jurisdictions in which it is authorized to do business, and
its capitalization (including the identity of each stockholder and the number of
shares held by each). Each Acquired Company is a corporation duly organized,
validly existing, and in good standing under the laws of its jurisdiction of
incorporation, with full corporate power and authority to conduct its business
as it is now being conducted, to own or use the properties and assets that it
purports to own or use, and to perform all its obligations under Applicable
Contracts. Each Acquired Company is duly qualified to do business as a foreign
corporation and is in good standing under the laws of each state or other
jurisdiction in which either the ownership or use of the properties owned or
used by it, or the nature of the activities conducted by it, requires such
qualification.

                  (b)      Sellers have delivered to Buyer copies of the
Organizational Documents of each Acquired Company, as currently in effect.

         3.2      AUTHORITY; NO CONFLICT

                  (a)      This Agreement constitutes the legal, valid, and
binding obligation of Sellers, enforceable against Sellers in accordance with
its terms. Upon the execution and delivery by Sellers of the Employment
Agreements and, the Sellers' Releases (collectively, the "Sellers' Closing
Documents"), the Sellers' Closing Documents will constitute the legal, valid,
and binding obligations of Sellers, enforceable against Sellers in accordance
with their respective terms. Sellers have the absolute and unrestricted right,
power, authority, and capacity to execute and deliver this Agreement and the
Sellers' Closing Documents and to perform their obligations under this Agreement
and the Sellers' Closing Documents.

                  (b)      Except as set forth in Part 3.2 of the Disclosure
Letter, neither the execution and delivery of this Agreement nor the
consummation or performance of any of the Contemplated Transactions will,
directly or indirectly (with or without notice or lapse of time):

                           (i)      contravene, conflict with, or result in a
         violation of (A) any provision of the Organizational Documents of the
         Acquired Companies, or (B) any resolution adopted by the board of
         directors or the stockholders of any Acquired Company;

                           (ii)     contravene, conflict with, or result in a
         violation of, or give any Governmental Body or other Person the right
         to challenge any of the Contemplated Transactions or to exercise any
         remedy or obtain any relief under, any Legal Requirement or any Order
         to which any Acquired Company or either Seller, or any of the assets
         owned or used by any Acquired Company, may be subject;

                           (iii)    contravene, conflict with, or result in a
         violation of any of the terms or requirements of, or give any
         Governmental Body the right to revoke, withdraw, suspend, cancel,
         terminate, or modify, any Governmental Authorization that is held by
         any Acquired Company or that otherwise relates to the business of, or
         any of the assets owned or used by, any Acquired Company;

                           (iv)     cause Buyer or any Acquired Company to
         become subject to, or to become liable for the payment of, any Tax;

                           (v)      cause any of the assets owned by any
         Acquired Company to be reassessed or revalued by any taxing authority
         or other Governmental Body;

                           (vi)     contravene, conflict with, or result in a
         violation or breach of any provision of, or give any Person the right
         to declare a default or exercise any remedy under, or to accelerate the
         maturity or performance of, or to cancel, terminate, or modify, any
         Applicable Contract; or

                           (vii)    result in the imposition or creation of any
         Encumbrance upon or with respect to any of the assets owned or used by
         any Acquired Company.

         Except as set forth in Part 3.2 of the Disclosure Letter, no Seller or
Acquired Company is or will be required to give any notice to or obtain any
Consent from any Person in connection with the execution and delivery of this
Agreement or the consummation or performance of any of the Contemplated
Transactions.

         3.3      CAPITALIZATION

         The authorized equity securities of the Company consist of 200 shares
of common stock, no par value, of which 166 shares are issued and outstanding
and constitute the Shares. Sellers are and will be on the Closing Date the
record and beneficial owners and holders of the Shares, free and clear of all
Encumbrances. Rowe owns 154 of the Shares, Romagnoli owns 3 of the Shares,
Cassidy owns 3 of the Shares; and Monica owns 6 of the Shares. With the
exception of the Shares (which are owned by Sellers), all of the outstanding
equity securities and other securities of each Acquired Company are owned of
record and beneficially by one or more of the Acquired Companies, free and clear
of all Encumbrances. No legend or other reference to any purported Encumbrance
appears upon any certificate representing equity securities of any Acquired
Company other than the existing Stockholders' Agreement dated July 8, 1998. All
of the outstanding equity securities of each Acquired Company have been duly
authorized and validly issued and are fully paid and nonassessable. There are no
Contracts relating to the issuance, sale, or transfer of any equity securities
or other securities of any Acquired Company other than the existing
Stockholders' Agreement dated July 8, 1998. None of the outstanding equity
securities or other securities of any Acquired Company was issued in violation
of the Securities Act or any other Legal Requirement. No Acquired Company owns,
or has any Contract to acquire, any equity securities or other securities of any
Person (other than Acquired Companies) or any direct or indirect equity or
ownership interest in any other business.

         3.4      FINANCIAL STATEMENTS

         Sellers have delivered to Buyer: (a) unaudited consolidated balance
sheets of the Acquired Companies as at December 31st in each of the years 2001
through 2004, and to the related unaudited consolidated statements of income,
changes in stockholders' equity, and cash flow for each of the fiscal years then
ended (the "Company's Financial Statements"). The financial statements referred
to in this Section 3.4 reflect the consistent application of such accounting
principles throughout the periods involved. No financial statements of any
Person other than the Acquired Companies are required by GAAP to be included in
the consolidated financial statements of the Company. The Company's Financial
Statements are attached as Exhibit 3.4.

         3.5      BOOKS AND RECORDS

         The books of account, minute books, stock record books, and other
records of the Acquired Companies, all of which have been made available to
Buyer, are complete and correct and have been maintained in accordance with
sound business practices, including the maintenance of an adequate system of
internal controls. The minute books of the Acquired Companies contain accurate
and complete records of all meetings held of, and corporate action taken by, the
stockholders, the Boards of Directors, and committees of the Boards of Directors
of the Acquired Companies, and no meeting of any such stockholders, Board of
Directors, or committee has been held for which minutes have not been prepared
and are not contained in such minute books. At the Closing, all of those books
and records will be in the possession of the Acquired Companies.

         3.6      TITLE TO PROPERTIES; ENCUMBRANCES

         The Acquired Companies own no real estate. Part 3.6 of the Disclosure
Letter contains a complete and accurate list of all leaseholds, or other
interests therein owned by any Acquired Company. The Acquired Companies own,
subject only to the matters permitted by the following sentence, all the
properties and assets (whether real, personal, or mixed and whether tangible or
intangible) that they purport to own located in the facilities owned or operated
by the Acquired Companies or reflected as owned in the books and records of the
Acquired Companies, including all of the properties and assets reflected in the
Balance Sheet (except for assets held under capitalized leases disclosed or not
required to be disclosed in Part 3.6 of the Disclosure Letter and personal
property sold since the date of the Balance Sheet and in the Ordinary Course of
Business), and all of the properties and assets purchased or otherwise acquired
by the Acquired Companies since the date of the Balance Sheet (except for
personal property acquired and sold since the date of the Balance Sheet in the
Ordinary Course of Business and consistent with past practice). All material
properties and assets reflected in the Balance Sheet and are free and clear of
all Encumbrances and are not, in the case of real property, subject to any
rights of way, building use restrictions, exceptions, variances, reservations,
or limitations of any nature except, with respect to all such properties and
assets, (a) security interests shown on the Balance Sheet as securing specified
liabilities or obligations or otherwise disclosed to the Buyer (the "Permitted
Encumbrances"), with respect to which no default (or event that, with notice or
lapse of time or both, would constitute a default) exists, (b) security
interests incurred in connection with the purchase of property or assets after
the date of the Interim Balance Sheet (such security interests being limited to
the property or assets so acquired), with respect to which no default (or event
that, with notice or lapse of time or both, would constitute a default) exists,
(c) liens for current taxes not yet due.

         3.7      THIS PARAGRAPH WAS INTENTIONALLY OMITTED


         3.8      ACCOUNTS RECEIVABLE

         All accounts receivable of the Acquired Companies that are reflected on
the Company's Financial Statements or on the accounting records of the Acquired
Companies as of the Closing Date (collectively, the "Accounts Receivable")
represent or will represent valid obligations arising from sales actually made
or services actually performed in the Ordinary Course of Business. Unless paid
prior to the Closing Date, the Accounts Receivable are or will be as of the
Closing Date current and collectible net of the respective reserves shown on the
Company's Financial Statements or on the accounting records of the Acquired
Companies as of the Closing Date. Subject to such reserves, each of the Accounts
Receivable either has been or will be collected in full, without any set-off,
within ninety days after the day on which it first becomes due and payable.
There is no contest, claim, or right of set-off under any Contract with any
obligor of an Accounts Receivable relating to the amount or validity of such
Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and
accurate list of all Accounts Receivable of the Company, which list sets forth
the aging of such Accounts Receivable.

         3.9      INVENTORY.

         The Acquired Companies have no inventory other than miscellaneous
office supplies.

         3.10     NO UNDISCLOSED LIABILITIES.

         Except as set forth in Part 3.10 of the Disclosure Letter, the Acquired
Companies have no liabilities or obligations of any nature (whether known or
unknown and whether absolute, accrued, contingent, or otherwise) except for
liabilities or obligations reflected or reserved against in the Company's
Financial Statements and current liabilities incurred in the Ordinary Course of
Business since the respective date thereof.

         3.11     TAXES

                  (a)      The Acquired Companies have filed or caused to be
filed (on a timely basis since January 1, 2001) all Tax Returns that are or were
required to be filed by or with respect to any of them, either separately or as
a member of a group of corporations, pursuant to applicable Legal Requirements.
Sellers have delivered [or made available] to Buyer copies of, and Part 3.11 of
the Disclosure Letter contains a complete and accurate list of, all such Tax
Returns [relating to income or franchise taxes] filed since January 1, 2001. The
Acquired Companies have paid, or made provision for the payment of, all Taxes
that have or may have become due pursuant to those Tax Returns or otherwise, or
pursuant to any assessment received by Sellers or any Acquired Company, except
such Taxes, if any, as are listed in Part 3.11 of the Disclosure Letter and are
being contested in good faith and as to which adequate reserves (determined in
accordance with GAAP) have been provided in the Company's Financial Statements.

                  (b)      Part 3.11 of the Disclosure Letter contains a
complete and accurate list of all audits of all United States federal and state
income Tax Returns of each Acquired Company , including a reasonably detailed
description of the nature and outcome of each audit. All deficiencies proposed
as a result of such audits have been paid, reserved against, settled, or, as
described in Part 3.11 of the Disclosure Letter, are being contested in good
faith by appropriate proceedings. Part 3.11 of the Disclosure Letter describes
all adjustments to the United States federal income Tax Returns filed by any
Acquired Company or any group of corporations including any Acquired Company for
all taxable years since January 1, 2001, and the resulting deficiencies proposed
by the IRS. Except as described in Part 3.11 of the Disclosure Letter, Acquired
Company has not given or been requested to give waivers or extensions (or is or
would be subject to a waiver or extension given by any other Person) of any
statute of limitations relating to the payment of Taxes of any Acquired Company
or for which any Acquired Company may be liable.

                  (c)      The charges, accruals, and reserves with respect to
Taxes on the respective books of each Acquired Company are adequate (determined
in accordance with GAAP) and are at least equal to that Acquired Company's
liability for Taxes. There exists no proposed tax assessment against any
Acquired Company except as disclosed in the Balance Sheet or in Part 3.11 of the
Disclosure Letter. No consent to the application of Section 341(f)(2) of the IRC
has been filed with respect to any property or assets held, acquired, or to be
acquired by any Acquired Company. All Taxes that any Acquired Company is or was
required by Legal Requirements to withhold or collect have been duly withheld or
collected and, to the extent required, have been paid to the proper Governmental
Body or other Person.

                  (d)      All Tax Returns filed by (or that include on a
consolidated basis) any Acquired Company are true, correct, and complete. There
is no tax sharing agreement that will require any payment by any Acquired
Company after the date of this Agreement. No Acquired Company is, or within the
five-year period preceding the Closing Date has been, an "S" corporation.

         3.12     NO MATERIAL ADVERSE CHANGE.

         Since the date of the Company's Financial Statements, there has not
been any material adverse change in the business, operations, properties,
prospects, assets, or condition of any Acquired Company. For purposes of this
Agreement, the turnover of customers customary for the insurance products sold
by the Acquired Company is not considered a material adverse change.

         3.13     EMPLOYEE BENEFITS

                  (a)      As used in this Section 3.13, the following terms
have the meanings set forth below.

                           (i)      "COMPANY OTHER BENEFIT OBLIGATION" means an
         Other Benefit Obligation owed, adopted, or followed by an Acquired
         Company or an ERISA Affiliate of an Acquired Company.

                           (ii)     "COMPANY PLAN" means all Plans of which an
         Acquired Company or an ERISA Affiliate of an Acquired Company is or was
         a Plan Sponsor, or to which an Acquired Company or an ERISA Affiliate
         of an Acquired Company otherwise contributes or has contributed, or in
         which an Acquired Company or an ERISA Affiliate of an Acquired Company
         otherwise participates or has participated. All references to Plans are
         to Company Plans unless the context requires otherwise.

                           (iii)    "COMPANY VEBA" means a VEBA whose members
         include employees of any Acquired Company or any ERISA Affiliate of an
         Acquired Company.

                           (iv)     "ERISA AFFILIATE" means, with respect to an
         Acquired Company, any other person that, together with the Company,
         would be treated as a single employer under IRC ss. 414.

                           (v)      "MULTI-EMPLOYER PLAN" has the meaning given
         in ERISA ss. 3(37)(A).

                           (vi)     "OTHER BENEFIT OBLIGATIONS" means all
         obligations, arrangements, or customary practices, whether or not
         legally enforceable, to provide benefits, other than salary, as
         compensation for services rendered, to present or former directors,
         employees, or agents, other than obligations, arrangements, and
         practices that are Plans. Other Benefit Obligations include consulting
         agreements under which the compensation paid does not depend upon the
         amount of service rendered, sabbatical policies, severance payment
         policies, and fringe benefits within the meaning of IRC ss. 132.

                           (vii)    "PBGC" means the Pension Benefit Guaranty
         Corporation, or any successor thereto.

                           (viii)   "PENSION PLAN" has the meaning given in
         ERISA ss. 3(2)(A).

                           (ix)     "PLAN" has the meaning given in ERISA ss.
         3(3).

                           (x)      "PLAN SPONSOR" has the meaning given in
         ERISA ss.3(16)(B).

                           (xi)     "QUALIFIED PLAN" means any Plan that meets

         or purports to meet the requirements of IRC ss. 401(a).

                           (xii)    "TITLE IV PLANS" means all Pension Plans
         that are subject to Title IV of ERISA, 29 U.S.C. ss. 1301 et seq.,
         other than Multi-Employer Plans.

                           (xiii)   "VEBA" means a voluntary employees'
         beneficiary association under IRC ss. 501(c)(9).

                           (xiv)    "WELFARE PLAN" has the meaning given in
         ERISA ss. 3(1).

                  (b)      (i)      Part 3.13(i) of the Disclosure Letter
contains a complete and accurate list of all Company Plans, Company Other
Benefit Obligations, and Company VEBAs, and identifies as such all Company Plans
that are (A) Pension Plans, (B) Welfare Plans, (C) Fringe Plans (D)Title IV
Plans, or (E) Multi-Employer Plans.

                           (ii)     Part 3.13(ii) of the Disclosure Letter
         contains a complete and accurate list of (A) all ERISA Affiliates of
         each Acquired Company, and (B) all Plans of which any such ERISA
         Affiliate is or was a Plan Sponsor, in which any such ERISA Affiliate
         participates or has participated, or to which any such ERISA Affiliate
         contributes or has contributed.

                           (iii)    Part 3.13(iii) of the Disclosure Letter sets
         forth a calculation of the liability of the Acquired Companies for
         post-retirement benefits other than pensions, made in accordance with
         Financial Accounting Statement 106 of the Financial Accounting
         Standards Board, regardless of whether any Acquired Company is required
         by this Statement to disclose such information.

                           (iv)     Part 3.13(iv) of the Disclosure Letter sets
         forth the financial cost of all obligations owed under any Company Plan
         or Company Other Benefit Obligation that is not subject to the
         disclosure and reporting requirements of ERISA.

                  (c)      Sellers have delivered to Buyer, or will deliver to
Buyer within ten days of the date of this Agreement:

                           (i)      all documents that set forth the terms of
         each Company Plan, Company Other Benefit Obligation, or Company VEBA
         and of any related trust, including (A) all plan documents, including
         amendments thereto, and summary plan descriptions of Company Plans for
         which Sellers or the Acquired Companies are required to prepare, file,
         and distribute plan documents and summary plan descriptions, and (B)
         all summaries and descriptions furnished to participants and
         beneficiaries regarding Company Plans, Company Other Benefit
         Obligations, and Company VEBAs for which a plan description or summary
         plan description is not required;

                           (ii)     all personnel, payroll, and employment
         manuals and policies;

                           (iii)    all collective bargaining agreements
         pursuant to which contributions have been made or obligations incurred
         (including both pension and welfare benefits) by the Acquired Companies
         and the ERISA Affiliates of the Acquired Companies, and all collective
         bargaining agreements pursuant to which contributions are being made or
         obligations are owed by such entities;

                           (iv)     a written description of any Company Plan or
         Company Other Benefit Obligation that is not otherwise in writing;

                           (v)      all registration statements filed with
         respect to any Company Plan;

                           (vi)     all insurance policies purchased by or to
         provide benefits under any Company Plan;

                           (vii)    all contracts with third party
         administrators, actuaries, investment managers, consultants, and other
         independent contractors that relate to any Company Plan, Company Other
         Benefit Obligation, or Company VEBA;

                           (viii)   all reports submitted within the three years
         preceding the date of this Agreement by third party administrators,
         actuaries, investment managers, consultants, or other independent
         contractors with respect to any Company Plan, Company Other Benefit
         Obligation, or Company VEBA;

                           (ix)     all notifications to employees of their
         rights under ERISA ss.601 et seq. and IRC ss.4980B;

                           (x)      the Form 5500 filed in each of the most
         recent three plan years [with respect to each Company Plan], including
         all schedules thereto and the opinions of independent accountants;

                           (xi)     all notices that were given by any Acquired
         Company or any ERISA Affiliate of an Acquired Company or any Company
         Plan to the IRS, the PBGC, or any participant or beneficiary, pursuant
         to statute, within the four years preceding the date of this Agreement,
         including notices that are expressly mentioned elsewhere in this
         Section 3.13;

                           (xii)    all notices that were given by the IRS, the
         PBGC, or the Department of Labor to any Acquired Company, any ERISA
         Affiliate of an Acquired Company, or any Company Plan within the three
         years preceding the date of this Agreement;

                           (xiii)   with respect to Qualified Plans and VEBAs,
         the most recent determination letter for each Plan of the Acquired
         Companies that is a Qualified Plan; and

                  (d)      Except as set forth in Part 3.13(v) of the Disclosure
Letter:

                           (i)      The Acquired Companies have performed all of
         their respective obligations under all Company Plans, Company Other
         Benefit Obligations, and Company VEBAs required to have performed as of
         December 31, 2004. The Acquired Companies have made appropriate entries
         in their financial records and statements for all obligations and
         liabilities under such Plans, VEBAs, and Obligations that have accrued
         but are not due.

                           (ii)     No statement, either written or oral, has
         been made by any Acquired Company to any Person with regard to any Plan
         or Other Benefit Obligation that was not in accordance with the Plan or
         Other Benefit Obligation and that could have an adverse material
         economic consequence to any Acquired Company or to Buyer.

                           (iii)    The Acquired Companies, with respect to all
         Company Plans, Company Other Benefits Obligations, and Company VEBAs,
         are, and each Company Plan, Company Other Benefit Obligation, and
         Company VEBA is, in full compliance with ERISA, the IRC, and any and
         all other applicable Laws, and with any applicable collective
         bargaining agreement.

                                    (A)      All filings required by ERISA and
                  the IRC as to each Plan have been timely filed, and all
                  notices and disclosures to participants required by either
                  ERISA or the IRC have been timely provided.

                                    (B)      All contributions and payments made
                  or accrued with respect to all Company Plans, Company Other
                  Benefit Obligations, and Company VEBAs are deductible under
                  IRC ss. 162 or ss. 404. No amount, or any asset of any Company
                  Plan or Company VEBA, is subject to tax as unrelated business
                  taxable income.

                           (iv)     To Seller's Knowledge, no event has occurred
         that could result in a material increase in premium costs of Company
         Plans and Company Other Benefit Obligations that are insured, or a
         material increase in benefit costs of such Plans and Obligations that
         are self-insured.

                           (v)      Other than claims for benefits submitted by
         participants or beneficiaries, no claim against, or legal proceeding
         involving, any Company Plan, Company Other Benefit Obligation, or
         Company VEBA is pending or, to Sellers' Knowledge, is threatened.

                           (vi)     Each Qualified Plan of each Acquired Company
         is qualified in form and operation under IRC ss. 401(a); each trust for
         each such Plan is exempt from federal income tax under IRC ss. 501(a).
         Each Company VEBA is exempt from federal income tax. No event has
         occurred or circumstance exists that will or could give rise to
         disqualification or loss of tax-exempt status of any such Plan or
         trust.

                           (vii)    No Company Plan is subject to the minimum
         funding standards of ERISA ss.302 and IRCC 412 or Title IV of ERISA.

                           (viii)   No Acquired Company or any ERISA Affiliate
         of an Acquired Company has ever established, maintained, or contributed
         to or otherwise participated in, or had an obligation to maintain,
         contribute to, or otherwise participate in, any Multi-Employer Plan.

                           (ix)     Except to the extent required under ERISA
         ss. 601 et seq. and IRC ss. 4980B, no Acquired Company provides health
         or welfare benefits for any retired or former employee or is obligated
         to provide health or welfare benefits to any active employee following
         such employee's retirement or other termination of service other than
         as set forth in Part 3.12 of the Disclosure Letter.

                           (x)      Each Acquired Company has the right to
         modify and terminate benefits to retirees (other than pensions) with
         respect to both retired and active employees other than as set forth in
         Part 3.12 of the Disclosure Letter.

                           (xi)     Sellers and all Acquired Companies have
         complied with the provisions of ERISA ss.601 et seq. and IRC ss.4980B.

                           (xii)    No payment that is owed or may become due to
         any director, officer, employee, or agent of any Acquired Company will
         be non-deductible to the Acquired Companies or subject to tax under IRC
         ss.280G or ss.4999; nor will any Acquired Company be required to "gross
         up" or otherwise compensate any such person because of the imposition
         of any excise tax on a payment to such person.

                           (xiii)   The consummation of the Contemplated
         Transactions will not result in the payment, vesting, or acceleration
         of any benefit.

         3.14     COMPLIANCE WITH LEGAL REQUIREMENTS;
                  GOVERNMENTAL AUTHORIZATIONS

                  (a)      Except as set forth in Part 3.14 of the Disclosure
Letter:

                           (i)      each Acquired Company is in material
         compliance with each Legal Requirement that is or was applicable to it
         or to the conduct or operation of its business or the ownership or use
         of any of its assets;

                           (ii)     no event has occurred or circumstance exists
         that (with or without notice or lapse of time) (A) constitutes or will
         result in a violation by any Acquired Company of, or a failure on the
         part of any Acquired Company to comply with, any Legal Requirement, or
         (B) will give rise to any obligation on the part of any Acquired
         Company to undertake, or to bear all or any portion of the cost of, any
         remedial action of any nature; and

                           (iii)    no Acquired Company has received, at any
         time since January 1, 2003, any notice or other communication (whether
         oral or written) from any Governmental Body or any other Person
         regarding (A) any actual, alleged, possible, or potential violation of,
         or failure to comply with, any Legal Requirement, or (B) any actual,
         alleged, possible, or potential obligation on the part of any Acquired
         Company to undertake, or to bear all or any portion of the cost of, any
         remedial action of any nature.

                  (b)      Part 3.14 of the Disclosure Letter contains a
complete and accurate list of each Governmental Authorization that is held by
any Acquired Company or that otherwise relates to the business of, or to any of
the assets owned or used by, any Acquired Company. Each Governmental
Authorization listed or required to be listed in Part 3.14 of the Disclosure
Letter is valid and in full force and effect. Except as set forth in Part 3.14
of the Disclosure Letter:

                           (i)      each Acquired Company is in material
         compliance with all of the terms and requirements of each Governmental
         Authorization identified or required to be identified in Part 3.14 of
         the Disclosure Letter;

                           (ii)     no event has occurred or circumstance exists
         that will (with or without notice or lapse of time) (A) constitute or
         result directly or indirectly in a violation of or a failure to comply
         with any term or requirement of any Governmental Authorization listed
         or required to be listed in Part 3.14 of the Disclosure Letter, or (B)
         result directly or indirectly in the revocation, withdrawal,
         suspension, cancellation, or termination of, or any modification to,
         any Governmental Authorization listed or required to be listed in Part
         3.14 of the Disclosure Letter;

                           (iii)    no Acquired Company has received, at any
         time since January 1, 2003, any notice or other communication (whether
         oral or written) from any Governmental Body or any other Person
         regarding (A) any actual, alleged, possible, or potential violation of
         or failure to comply with any term or requirement of any Governmental
         Authorization, or (B) any actual, proposed, possible, or potential
         revocation, withdrawal, suspension, cancellation, termination of, or
         modification to any Governmental Authorization; and

                           (iv)     all applications required to have been filed
         for the renewal of the Governmental Authorizations listed or required
         to be listed in Part 3.14 of the Disclosure Letter have been duly filed
         on a timely basis with the appropriate Governmental Bodies, and all
         other filings required to have been made with respect to such
         Governmental Authorizations have been duly made on a timely basis with
         the appropriate Governmental Bodies.

                  The Governmental Authorizations listed in Part 3.14 of the
Disclosure Letter collectively constitute all of the Governmental Authorizations
necessary to permit the Acquired Companies to lawfully conduct and operate their
businesses in the manner they currently conduct and operate such businesses and
to permit the Acquired Companies to own and use their assets in the manner in
which they currently own and use such assets.

         3.15     LEGAL PROCEEDINGS; ORDERS

                  (a)      Except as set forth in Part 3.15 of the Disclosure
Letter, there is no pending Proceeding:

                           (i)      that has been commenced by or against any
         Acquired Company or that otherwise relates to or may affect the
         business of, or any of the assets owned or used by, any Acquired
         Company; or

                           (ii)     that challenges, or that may have the effect
         of preventing, delaying, making illegal, or otherwise interfering with,
         any of the Contemplated Transactions.

         To the Knowledge of Sellers and the Acquired Companies, (1) no such
Proceeding has been Threatened, and (2) no event has occurred or circumstance
exists that will give rise to or serve as a basis for the commencement of any
such Proceeding. Sellers have delivered to Buyer copies of all pleadings,
correspondence, and other documents relating to each Proceeding listed in Part
3.15 of the Disclosure Letter. The Proceedings listed in Part 3.15 of the
Disclosure Letter will not have a material adverse effect on the business,
operations, assets, condition, or prospects of any Acquired Company.

                  (b)      Except as set forth in Part 3.15 of the Disclosure
Letter:

                           (i)      there is no Order to which any of the
         Acquired Companies, or any of the assets owned or used by any Acquired
         Company, is subject;

                           (ii)     neither Seller is subject to any Order that
         relates to the business of, or any of the assets owned or used by, any
         Acquired Company; and

                           (iii)    no officer, director, agent, or employee of
         any Acquired Company is subject to any Order that prohibits such
         officer, director, agent, or employee from engaging in or continuing
         any conduct, activity, or practice relating to the business of any
         Acquired Company.

                  (c)      Except as set forth in Part 3.15 of the Disclosure
Letter:

                           (i)      each Acquired Company is, in material
         compliance with all of the terms and requirements of each Order to
         which it, or any of the assets owned or used by it, is or has been
         subject;

                           (ii)     no event has occurred or circumstance exists
         that will constitute or result in (with or without notice or lapse of
         time) a violation of or failure to comply with any term or requirement
         of any Order to which any Acquired Company, or any of the assets owned
         or used by any Acquired Company, is subject; and

                           (iii)    no Acquired Company has received, at any
         time since January 1, 2003, any notice or other communication (whether
         oral or written) from any Governmental Body or any other Person
         regarding any actual, alleged, possible, or potential violation of, or
         failure to comply with, any term or requirement of any Order to which
         any Acquired Company, or any of the assets owned or used by any
         Acquired Company, is or has been subject.

         3.16     ABSENCE OF CERTAIN CHANGES AND EVENTS

         Except as set forth in Part 3.16 of the Disclosure Letter, since the
date of the Company's Financial Statements, the Acquired Companies have
conducted their businesses only in the Ordinary Course of Business and there has
not been any:

                  (a)      change in any Acquired Company's authorized or issued
capital stock; grant of any stock option or right to purchase shares of capital
stock of any Acquired Company; issuance of any security convertible into such
capital stock; grant of any registration rights; purchase, redemption,
retirement, or other acquisition by any Acquired Company of any shares of any
such capital stock; or declaration or payment of any dividend or other
distribution or payment in respect of shares of capital stock;

                  (b)      amendment to the Organizational Documents of any
Acquired Company;

                  (c)      payment or increase by any Acquired Company of any
bonuses, salaries, or other compensation to any stockholder, director, officer,
or (except in the Ordinary Course of Business) employee or entry into any
employment, severance, or similar Contract with any director, officer, or
employee;

                  (d)      adoption of, or increase in the payments to or
benefits under, any profit sharing, bonus, deferred compensation, savings,
insurance, pension, retirement, or other employee benefit plan for or with any
employees of any Acquired Company;

                  (e)      damage to or destruction or loss of any asset or
property of any Acquired Company, whether or not covered by insurance,
materially and adversely affecting the properties, assets, business, financial
condition, or prospects of the Acquired Companies, taken as a whole;

                  (f)      entry into, termination of, or receipt of notice of
termination of (i) any license, distributorship, dealer, sales representative,
joint venture, credit, or similar agreement, or (ii) any Contract or transaction
involving a total remaining commitment by or to any Acquired Company of at least
Five Thousand Dollars ($5,000);

                  (g)      sale (other than sales of inventory in the Ordinary
Course of Business), lease, or other disposition of any asset or property of any
Acquired Company or mortgage, pledge, or imposition of any lien or other
encumbrance on any material asset or property of any Acquired Company, including
the sale, lease, or other disposition of any of the Intellectual Property
Assets;

                  (h)      cancellation or waiver of any claims or rights with a
value to any Acquired Company in excess of Five Thousand Dollars ($5,000);

                  (i)      material change in the accounting methods used by any
Acquired Company; or

                  (j)      agreement, whether oral or written, by any Acquired
Company to do any of the foregoing.

         3.17     CONTRACTS; NO DEFAULTS

                  (a)      Part 3.17(a) of the Disclosure Letter contains a
complete and accurate list, and Sellers have delivered to Buyer true and
complete copies of, or in the case of any verbal arrangements that would
materially impact the Business of the Company, a complete summary of all
material terms of:

                           (i)      each Applicable Contract that involves
         performance of services or delivery of goods or materials by one or
         more Acquired Companies of an amount or value in excess of Five
         Thousand Dollars ($5,000);

                           (ii)     each Applicable Contract that involves
         performance of services or delivery of goods or materials to one or
         more Acquired Companies of an amount or value in excess of Five
         Thousand Dollars ($5,000);

                           (iii)    each Applicable Contract that was not
         entered into in the Ordinary Course of Business and that involves
         expenditures or receipts of one or more Acquired Companies in excess of
         Five Thousand Dollars ($5,000);

                           (iv)     each lease, rental or occupancy agreement,
         license, installment and conditional sale agreement, and other
         Applicable Contract affecting the ownership of, leasing of, title to,
         use of, or any leasehold or other interest in, any real or personal
         property (except personal property leases and installment and
         conditional sales agreements having a value per item or aggregate
         payments of less than Five Thousand Dollars ($5,000) and with terms of
         less than one year);

                           (v)      each licensing agreement or other Applicable
         Contract with respect to patents, trademarks, copyrights, or other
         intellectual property, including agreements with current or former
         employees, consultants, or contractors regarding the appropriation or
         the non-disclosure of any of the Intellectual Property Assets;

                           (vi)     each collective bargaining agreement and
         other Applicable Contract to or with any labor union or other employee
         representative of a group of employees;

                           (vii)    each joint venture, partnership, and other
         Applicable Contract (however named) involving a sharing of profits,
         losses, costs, or liabilities by any Acquired Company with any other
         Person;

                           (viii)   each Applicable Contract containing
         covenants that in any way purport to restrict the business activity of
         any Acquired Company or any Affiliate of an Acquired Company or limit
         the freedom of any Acquired Company or any Affiliate of an Acquired
         Company to engage in any line of business or to compete with any
         Person;

                           (ix)     each Applicable Contract providing for
         payments to or by any Person based on sales, purchases, or profits,
         other than direct payments for goods;

                           (x)      each power of attorney that is currently
         effective and outstanding;

                           (xi)     each Applicable Contract entered into other
         than in the Ordinary Course of Business that contains or provides for
         an express undertaking by any Acquired Company to be responsible for
         consequential damages;

                           (xii)    each Applicable Contract for capital
         expenditures in excess of Five Thousand Dollars ($5,000); (i)

                           (xiii)   each written warranty, guaranty, and or
         other similar undertaking not otherwise referenced above with respect
         to contractual performance extended by any Acquired Company other than
         in the Ordinary Course of Business; and

                           (xiv)    each amendment, supplement, and modification
         (whether oral or written) in respect of any of the foregoing.

                  (b)      Except as set forth in Part 3.17(b) of the Disclosure
Letter:

                           (i)      no Seller (and no Related Person of Seller)
         has or may acquire any rights to purchase the business of, or any of
         the assets owned or used by, any Acquired Company or any of the Capital
         Stock of t he Acquired Company; and

                           (ii)     no officer, director, agent, employee,
         consultant, or contractor of any Acquired Company is bound by any
         Contract that purports to limit the ability of such officer, director,
         agent, employee, consultant, or contractor to (A) engage in or continue
         any conduct, activity, or practice relating to the business of any
         Acquired Company, or (B) assign to any Acquired Company or to any other
         Person any rights to any invention, improvement, or discovery.

                  (c)      Except as set forth in Part 3.17(c) of the Disclosure
Letter, each Applicable Contract identified or required to be identified in Part
3.17(a) of the Disclosure Letter is in full force and effect and is valid and
enforceable in accordance with its terms, except as may be otherwise provided
under the bankruptcy laws or rules of equity.

                  (d)      Except as set forth in Part 3.17(d) of the Disclosure
Letter:

                           (i)      each Acquired Company is in material
         compliance with all applicable terms and requirements of each
         Applicable Contract under which such Acquired Company has or had any
         obligation or liability or by which such Acquired Company or any of the
         assets owned or used by such Acquired Company is or was bound;

                           (ii)     each other Person that has or had any
         obligation or liability under any Applicable Contract under which an
         Acquired Company has or had any rights in material compliance with all
         applicable terms and requirements of such Contract;

                           (iii)    no event has occurred or circumstance exists
         that (with or without notice or lapse of time) may contravene, conflict
         with, or result in a violation or breach of, or give any Acquired
         Company or other Person the right to declare a default or exercise any
         remedy under, or to accelerate the maturity or performance of, or to
         cancel, terminate, or modify, any Applicable Contract; and

                           (iv)     no Acquired Company has given to or received
         from any other Person, at any time since January 1, 2003, any notice or
         other communication (whether oral or written) regarding any actual,
         alleged, possible, or potential violation or breach of, or default
         under, any Applicable Contract.

                  (e)      To Sellers' Knowledge, there are no renegotiations
of, attempts to renegotiate, or outstanding rights to renegotiate any material
amounts paid or payable to any Acquired Company under current or completed
Applicable Contracts with any Person and no such Person has made written demand
for such renegotiation.

                  (f)      The Contracts relating to the sale, or provision of
services by the Acquired Companies have been entered into in the Ordinary Course
of Business and have been entered into without the commission of any act alone
or in concert with any other Person, or any consideration having been paid or
promised, that is or would be in violation of any Legal Requirement.

         3.18     INSURANCE

                  (a)      Sellers have delivered to Buyer:

                           (i)      true and complete copies of all policies of
         insurance to which any Acquired Company is a party or under which any
         Acquired Company, or any director of any Acquired Company, is or has
         been covered at any time within the 5 years preceding the date of this
         Agreement; and

                           (ii)     true and complete copies of all pending
         applications for policies of insurance.

                  (b)      Part 3.18(b) of the Disclosure Letter describes:

                           (i)      any self-insurance arrangement by or
         affecting any Acquired Company, including any reserves established
         thereunder;

                           (ii)     any contract or arrangement, other than a
         policy of insurance, for the transfer or sharing of any risk by any
         Acquired Company; and

                           (iii)    all obligations of the Acquired Companies to
         third parties with respect to insurance (including such obligations
         under leases and service agreements) and identifies the policy under
         which such coverage is provided.

                  (c)      Part 3.18(c) of the Disclosure Letter sets forth, by
year, for the current policy year and each of the 5 preceding policy years:

                           (i)      a summary of the loss experience under each
         policy;

                           (ii)     a statement describing each claim under an
         insurance policy for an amount in excess of $10,000, which sets forth:

                                    (A)      the name of the claimant;

                                    (B)      a description of the policy by
                  insurer, type of insurance, and period of coverage; and

                                    (C)      the amount and a brief description

                  of the claim; and

                           (iii)    a statement describing the loss experience
         for all claims that were self-insured, including the number and
         aggregate cost of such claims.

                  (d)      Except as set forth on Part 3.18(d) of the Disclosure
Letter:

                           (i)      All policies to which any Acquired Company
         is a party or that provide coverage to either Seller, any Acquired
         Company, or any director or officer of an Acquired Company:

                                    (A)      are valid, outstanding, and
                  enforceable;

                                    (B)      are sufficient for compliance with
                  all Legal Requirements and Contracts to which any Acquired
                  Company is a party or by which any of them is bound;

                                    (C)      can continue in full force and
                  effect following the consummation of the Contemplated
                  Transactions; and

                                    (D)      do not provide for any
                  retrospective premium adjustment or other experienced-based
                  liability on the part of any Acquired Company.

                           (ii)     No Seller or Acquired Company has received
         since January 1, 2003 (A) any refusal of coverage or any notice that a
         defense will be afforded with reservation of rights, or (B) any notice
         of cancellation or any other indication that any insurance policy is no
         longer in full force or effect or will not be renewed or that the
         issuer of any policy is not willing or able to perform its obligations
         thereunder.

                           (iii)    The Acquired Companies have paid all
         premiums due, and have otherwise performed all of their respective
         obligations, under each policy to which any Acquired Company is a party
         or that provides coverage to any Acquired Company or director thereof.

                           (iv)     The Acquired Companies have given notice to
         the insurer of all currently pending claims that may be insured
         thereby.

         3.19     ENVIRONMENTAL MATTERS

         Except as set forth in part 3.19 of the disclosure letter:

                  (a)      Each Acquired Company is and all of the Facilities
are in material compliance with, and are not in violation of or liable under,
any Environmental Law or Occupational Safety and Health Law.

                  (b)      There are no pending or, to the Knowledge of Sellers
and the Acquired Companies, Threatened claims, Encumbrances, or other
restrictions of any nature, resulting from or arising under or pursuant to any
Environmental Law or Occupational Health and Safety Law, with respect to or
affecting any of the Acquired Companies, Facilities or any other properties and
assets (whether real, personal, or mixed) in which Acquired Company has an
interest.

                  (c)      To Sellers' Knowledge, there are and have been no
Hazardous Materials present on or in the Environment at the Facilities.

                  (d)      There has been no Release or, to the Knowledge of
Sellers and the Acquired Companies, Threat of Release, of any Hazardous
Materials at or from the Facilities.

                  (e)      Sellers have delivered to Buyer true and complete
copies and results of any reports, studies, analyses, tests, or monitoring
possessed or initiated by Sellers or any Acquired Company pertaining to
Hazardous Materials or Hazardous Activities in, on, or under the Facilities, or
concerning compliance by Sellers, any Acquired Company, or any other Person for
whose conduct they are or may be held responsible, with any Environmental Law or
Occupational Safety and Health Law.

         3.20     EMPLOYEES

                  (a)      Part 3.20 of the Disclosure Letter contains a
complete and accurate list of the following information for each employee or
director of the Acquired Companies, including each employee on leave of absence
or layoff status: employer; name; job title; current compensation paid or
payable and any change in compensation since December 31, 2004; vacation
accrued; and service credited for purposes of vesting and eligibility to
participate under any Acquired Company's pension, retirement, profit-sharing,
thrift-savings, deferred compensation, stock bonus, stock option, cash bonus,
employee stock ownership, severance pay, insurance, medical, welfare, or
vacation plan, other Employee Pension Benefit Plan or Employee Welfare Benefit
Plan, or any other employee benefit plan or any Director Plan.

                  (b)      No director, and to Sellers' Knowledge no employee,
of any Acquired Company is a party to, or is otherwise bound by, any agreement
or arrangement, including any confidentiality, noncompetition, or proprietary
rights agreement, between such employee or director and any other Person
("Proprietary Rights Agreement") that in any way adversely affects or will
affect (i) the performance of his duties as an employee or director of the
Acquired Companies, or (ii) the ability of any Acquired Company to conduct its
business, including any Proprietary Rights Agreement with Sellers or the
Acquired Companies by any such employee or director. To Sellers' Knowledge, no
director, officer, or other key employee of any Acquired Company intends to
terminate his employment with such Acquired Company.

                  (c)      Part 3.20 of the Disclosure Letter also contains a
complete and accurate list of the following information for each retired
employee or director of the Acquired Companies, or their dependents, receiving
benefits or scheduled to receive benefits in the future: name, pension benefit,
pension option election, retiree medical insurance coverage, retiree life
insurance coverage, and other benefits.

         3.21     LABOR RELATIONS; COMPLIANCE

         No Acquired Company has been or is a party to any collective bargaining
or other labor Contract. No Acquired Company is liable for the payment of any
compensation, damages, taxes, fines, penalties, or other amounts, however
designated, for failure to comply with any of the foregoing Legal Requirements.

         3.22     INTELLECTUAL PROPERTY

                  (a)      INTELLECTUAL PROPERTY ASSETS--The term "Intellectual
Property Assets" includes:

                           (i)      the name Ladd's Agency, Inc., all fictional
         business names, trading names, registered and unregistered trademarks,
         service marks, and applications (collectively, "Marks");

                           (ii)     all patents, patent applications, and
         inventions and discoveries that may be patentable (collectively,
         "Patents");

                           (iii)    all copyrights in both published works and
         unpublished works (collectively, "Copyrights");

                           (iv)     all know-how, trade secrets, confidential
         information, customer lists, software, technical information, data,
         process technology, plans, drawings, and blue prints (collectively,
         "Trade Secrets"); owned, used, or licensed by any Acquired Company as
         licensee or licensor.

                  (b)      AGREEMENTS--Part 3.22(b) of the Disclosure Letter
contains a complete and accurate list and summary description, including any
royalties paid or received by the Acquired Companies, of all Contracts relating
to the Intellectual Property Assets to which any Acquired Company is a party or
by which any Acquired Company is bound, except for any license implied by the
sale of a product and perpetual, paid-up licenses for commonly available
software programs with a value of less than $5,000 under which an Acquired
Company is the licensee. There are no outstanding and, to Sellers' Knowledge, no
Threatened disputes or disagreements with respect to any such agreement.

                  (c)      KNOW-HOW NECESSARY FOR THE BUSINESS

                           (i)      The Intellectual Property Assets are all
         those necessary for the operation of the Acquired Companies' businesses
         as they are currently conducted. One or more of the Acquired Companies
         is the owner of all right, title, and interest in and to each of the
         Intellectual Property Assets, free and clear of all liens, security
         interests, charges, encumbrances, equities, and other adverse claims
         excepting only Permitted Encumbrances, and has the right to use without
         payment to a third party all of the Intellectual Property Assets.

                           (ii)     To Sellers and Acquired Company's Knowledge,
         no employee of any Acquired Company has entered into any Contract that
         restricts or limits in any way the scope or type of work in which the
         employee may be engaged or requires the employee to transfer, assign,
         or disclose information concerning his work to anyone other than one or
         more of the Acquired Companies.

                  (d)      PATENTS - The Company has no Patents.

                  (e)      TRADEMARKS - The Company has no Trademarks.

                  (f)      COPYRIGHTS -- The Company has no copyrights.

                  (g)      TRADE SECRETS

                           (i)      With respect to each Trade Secret, the
         documentation relating to such Trade Secret is current, accurate, and
         sufficient in detail and content to identify and explain it and to
         allow its full and proper use without reliance on the Knowledge or
         memory of any individual.

                           (ii)     Sellers and the Acquired Companies have
         taken all reasonable precautions to protect the secrecy,
         confidentiality, and value of their Trade Secrets.

                           (iii)    One or more of the Acquired Companies has
         good title and an absolute (but not necessarily exclusive) right to use
         the Trade Secrets. The Trade Secrets are not part of the public
         Knowledge or literature, and, to Sellers' Knowledge, have not been
         used, divulged, or appropriated either for the benefit of any Person
         (other than one or more of the Acquired Companies) or to the detriment
         of the Acquired Companies. No Trade Secret is subject to any adverse
         claim or has been challenged or threatened in any way.

         3.23     CERTAIN PAYMENTS

         No Acquired Company or director, officer, or to Sellers' Knowledge,
agent, or employee of any Acquired Company, or any other Person associated with
or acting for or on behalf of any Acquired Company, has directly or indirectly
(a) made any contribution, gift, bribe, rebate, payoff, influence payment,
kickback, or other payment to any Person, private or public, regardless of form,
whether in money, property, or services (i) to obtain favorable treatment in
securing business, (ii) to pay for favorable treatment for business secured,
(iii) to obtain special concessions or for special concessions already obtained,
for or in respect of any Acquired Company or any Affiliate of an Acquired
Company, or (iv) in violation of any Legal Requirement, (b) established or
maintained any fund or asset that has not been recorded in the books and records
of the Acquired Companies.

         3.24     DISCLOSURE

                  (a)      No Seller has Knowledge of facts that have specific
application to either Seller or any Acquired Company (other than general
economic or industry conditions) and that materially adversely affects [or, as
far as either Seller can reasonably foresee, materially threatens,] the assets,
business, prospects, financial condition, or results of operations of the
Acquired Companies (on a consolidated basis) that has not been set forth in this
Agreement or the Disclosure Letter.

                  (b)      The warranties and representations contained in this
Section 3.24 shall survive the Closing for a period of one (1) year.

         3.25     RELATIONSHIPS WITH RELATED PERSONS

         Except as set forth in Part 3.25 of the Disclosure Letter, no Seller or
any Related Person of Sellers or of any Acquired Company has any interest in any
property (whether real, personal, or mixed and whether tangible or intangible),
used in or pertaining to the Acquired Companies' businesses. No Seller or any
Related Person of Sellers or of any Acquired Company is, owned (of record or as
a beneficial owner) an equity interest or any other financial or profit interest
in, a Person that has (i) had business dealings or a material financial interest
in any transaction with any Acquired Company other than business dealings or
transactions conducted in the Ordinary Course of Business with the Acquired
Companies at substantially prevailing market prices and on substantially
prevailing market terms, or (ii) engaged in competition with any Acquired
Company with respect to any line of the products or services of such Acquired
Company (a "Competing Business") in any market presently served by such Acquired
Company [except for less than one percent of the outstanding capital stock of
any Competing Business that is publicly traded on any recognized exchange or in
the over-the-counter market]. Except as set forth in Part 3.25 of the Disclosure
Letter, no Seller or any Related Person of Sellers or of any Acquired Company is
a party to any Contract with, or has any claim or right against, any Acquired
Company.

         3.26     BROKERS OR FINDERS

         Sellers and their agents have incurred no obligation or liability,
contingent or otherwise, for brokerage or finders' fees or agents' commissions
or other similar payment in connection with this Agreement.

         3.27     BANK ACCOUNTS, SIGNING AUTHORITY, POWERS OF ATTORNEY

         Except as set forth in Part 3.27 of the Disclosure Letter, the Acquired
Companies have no account or safe deposit box in any bank or other financial
institution and no Person has any power, whether singly or jointly, to sign any
checks on behalf of the Company to withdraw any money or other property from any
bank, brokerage or other account of the Company or to act under any power of
attorney granted by the Company at any time for any purpose. Part 3.27 of the
Disclosure Letter also sets forth the names of all persons authorized to borrow
money or sign notes on behalf of the Company.

         3.28     SUBSTANTIAL CUSTOMERS, PRODUCERS AND SUPPLIERS

                  (a)      Part 3.28(a) of the Disclosure Letter lists the
twenty-five (25) customers of the Company with the highest volume of premiums
paid to the Company or paid directly to applicable insurers during the twelve
(12) month period ending December 31, 2004, and the amount for which each such
customer was invoiced during such period.

                  (b)      Part 3.28(b) lists all of the insurance companies of
the Acquired Companies with the highest premium volume during the twelve (12)
month period ending December 31, 2004, and the amount which the Acquired
Companies paid to each insurance market during such period.

                  (c)      Part 3.28(c) lists all the producers of the Acquired
Companies and all other employees of the Acquired Companies who are responsible
for producing and servicing insurance business during the twelve (12) month
period ended December 31, 2004, and the production for each such producer during
such period. Part 3.28(c) identifies each of said producers and other employees
that is a party to a valid and enforceable employment agreement with the
Acquired Companies, true and complete copies of which have been given to the
Buyer.

                  (d)      Since January 1, 2001, the Acquired Companies have
never been declared ineligible to bid on a state or federal government contract.

                  (e)      Except as set forth on Part 3.28, no producer or
insurance companies listed on Part 3.28(e) has (a) ceased, or indicated to any
Seller, or to the Acquired Companies, an intention to cease, dealing with or
through the Acquired Companies , (b) reduced, or indicated an intention to
reduce, substantially its dealings with or through the Acquired Companies, or
(c) changed, or indicated an intention to change, substantially the terms on
which it is prepared to deal with or through the Acquired Companies. Neither the
Acquired Companies nor any Seller has any Knowledge that any of the producers or
insurance markets listed in Part 3.28(e) will not continue to be producers or
insurance markets of the Acquired Companies after the Closing; provided,
however, the foregoing is not a representation and warranty that all insurance
companies will continue to transact business with the Acquired Companies or, if
so, that they will continue to transact business with the Acquired Companies
upon the same terms and conditions as was historically the case.

                  (f)      No third party has notified the Sellers that such
third party will discontinue doing business with the Company, where such
discontinuance would have a material adverse effect on the Company, as a result
of the Closing of the transactions contemplated by this Agreement.

                  (g)      Except in the Ordinary Course of Business, to
Sellers' Knowledge, no policies of insurance in force for which the Acquired
Companies receive commissions or other remuneration will be terminated before
the stated expiration date or will not be renewed upon expiration.

         3.29     DISCOUNT PROGRAMS

         Part 3.29 of the Disclosure Letter sets forth a description of each
commission-sharing arrangement, sub-brokerage arrangement or other promotion
program (collectively, "Promotions") in effect prior to the Closing Date to
which the Company is a party or is bound. The description of each Promotion
includes a summary of all major terms thereof, including, without limitation,
the amounts of the commissions shared or sub-brokerage fees, the period for
which it is in effect and the services subject thereto. True and complete copies
of each written contract relating to Promotions described in Part 3.29 of the
Disclosure Letter have been delivered to the Buyer prior to execution of this
Agreement.

         3.30     BROKERING ACTIVITIES

                  (a)      Except as disclosed in Part 3.30(a) of the Disclosure
Letter, no person other than the full-time, exclusive employees of the Acquired
Companies is or has been authorized or permitted to place business on its
behalf.

                  (b)      To the Sellers' knowledge, since January 1, 2003, no
binder of insurance or other intimation of coverage has been issued or sent to
any person by the Acquired Companies or on their behalf unless and until the
relevant risk has been properly bound and all binders of insurance and
intimations of coverage on the part of the Acquired Companies are complete and
accurate in all material respects when the failure to do so would have a
material adverse effect on the Acquired Companies.

                  (c)      Part 3.30(c) of the Disclosure Letter sets out fully
and accurately the policy of the Acquired Companies with respect to the
commissions booked in its book of accounts; and

                  (d)      Since January 1, 2003, no commissions have been
booked except in accordance with that policy;

                  (e)      there are no facts or circumstances which might
require reversal of commissions booked or return of commissions already
collected, except in the Ordinary Course of Business.

                  (f)      Except as disclosed in Part 3.30(f) of the Disclosure
Letter, the Acquired Companies do not fund premiums or claims. All funded
premiums and claims (a) as of December 31, 2004 are shown in the financial
statements of the Acquired Companies and (b) at any subsequent date thereto, are
fully disclosed in Part 3.30(f) of the Disclosure Letter.

                  (g)      Since January 1, 2003, the Acquired Companies have
not paid insurance premiums, premium adjustments or other items on behalf of a
client except with the authority (express or implied) of the clients on whose
behalf such payments purport to have been made.

                  (h)      The Acquired Companies have not been party to the
placement, directly or indirectly, of insurance which is:

                           (i)      unlawful; or

                           (ii)     a fictitious or sham transaction.

                  (i)      In the placement of insurance the Acquired Companies
have not breached any duty owed to its clients, including, but not limited to,
the duty to make full disclosure of known material facts to underwriters.

                  (j)      Except as set out in Part 3.30(j) of the Disclosure
Letter, no insurance business is written or serviced by the Acquired Companies
for any person or entity who or which has been referred to the Acquired
Companies by any other insurance agent or broker who is not a full-time employee
of the Acquired Companies, and the Acquired Companies are not a party to any
arrangement whereby any part of any commission or other remuneration payable to
the Company is shared with any insured or any other third party.

         3.31     PREMIUM TRUST FUNDS

         No finding has been made by any insurance regulatory agency or
department within the preceding 60 months that the balance in the Acquired
Companies' premium trust account(s) is not adequate to cover the Acquired
Companies' premium trust liability requirement. All funds required by law to be
held in trust accounts by the Acquired Companies are so held.

4.       REPRESENTATIONS AND WARRANTIES OF BUYER

         Buyer represents and warrants to Sellers as follows:

         4.1      ORGANIZATION AND GOOD STANDING

         Buyer is a corporation duly organized, validly existing, and in good
standing under the laws of the State of Delaware.

         4.2      AUTHORITY; NO CONFLICT

                  (a)      This Agreement constitutes the legal, valid, and
binding obligation of Buyer, enforceable against Buyer in accordance with its
terms. Buyer has the absolute and unrestricted right, power, and authority to
execute and deliver this Agreement and the Buyer's Closing Documents and to
perform its obligations under this Agreement and the Buyer's Closing Documents.

                  (b)      Except as set forth in Schedule 4.2, neither the
execution and delivery of this Agreement by Buyer nor the consummation or
performance of any of the Contemplated Transactions by Buyer will give any
Person the right to prevent, delay, or otherwise interfere with any of the
Contemplated Transactions pursuant to:

                           (i)      any provision of Buyer's Organizational

         Documents;

                           (ii)     any resolution adopted by the board of
         directors or the stockholders of Buyer;

                           (iii)    any Legal Requirement or Order to which
         Buyer may be subject; or

                           (iv)     any Contract to which Buyer is a party or by
         which Buyer may be bound.

         Except as set forth in Schedule 4.2, Buyer is not and will not be
required to obtain any Consent from any Person in connection with the execution
and delivery of this Agreement or the consummation or performance of any of the
Contemplated Transactions.

         4.3      INVESTMENT INTENT

         Buyer is acquiring the Shares for its own account and not with a view
to their distribution within the meaning of Section 2(11) of the Securities Act.

         4.4      CERTAIN PROCEEDINGS

         There is no pending Proceeding that has been commenced against Buyer
and that challenges, or may have the effect of preventing, delaying, making
illegal, or otherwise interfering with, any of the Contemplated Transactions. To
Buyer's Knowledge, no such Proceeding has been Threatened.

         4.5      BROKERS OR FINDERS

         Buyer and its officers and agents have incurred no obligation or
liability, contingent or otherwise, for brokerage or finders' fees or agents'
commissions or other similar payment in connection with this Agreement other
than Reagan Consulting. Buyer will pay Reagan Consulting and Buyer will
indemnify and hold Sellers harmless from any such payment alleged to be due by
or through Buyer as a result of the action of Buyer or its officers or agents.

5.       COVENANTS OF SELLERS PRIOR TO CLOSING DATE

         5.1      ACCESS AND INVESTIGATION

         Between the date of this Agreement and the Closing Date, Sellers will,
and will cause each Acquired Company and its Representatives to, (a) afford
Buyer and its Representatives and their Representatives (collectively, "Buyer's
Advisors") full and free access to each Acquired Company's personnel,
properties, contracts, books and records, and other documents and data, (b)
furnish Buyer and Buyer's Advisors with copies of all such contracts, books and
records, and other existing documents and data as Buyer may reasonably request,
and (c) furnish Buyer and Buyer's Advisors with such additional financial,
operating, and other data and information as Buyer may reasonably request.

         5.2      OPERATION OF THE BUSINESSES OF THE ACQUIRED COMPANIES

         Between the date of this Agreement and the Closing Date, Sellers will,
and will cause each Acquired Company to:

                  (a)      conduct the business of such Acquired Company only in
the Ordinary Course of Business;

                  (b)      use their Best Efforts to preserve intact the current
business organization of such Acquired Company, keep available the services of
the current officers, employees, and agents of such Acquired Company, and
maintain the relations and good will with suppliers, customers, landlords,
creditors, employees, agents, and others having business relationships with such
Acquired Company;

                  (c)      confer with Buyer concerning operational matters of a
material nature; and

                  (d)      otherwise report periodically to Buyer concerning the
status of the business, operations, and finances of such Acquired Company.

         5.3      NEGATIVE COVENANT

         Except as otherwise expressly permitted by this Agreement, between the
date of this Agreement and the Closing Date, Sellers will not, and will cause
each Acquired Company not to, without the prior consent of Buyer, take any
affirmative action, or fail to take any reasonable action within their or its
control, as a result of which any of the changes or events listed in Section
3.16 is likely to occur.

         5.4      REQUIRED APPROVALS

         As promptly as practicable after the date of this Agreement, Sellers
will, and will cause each Acquired Company to, make all filings, if any,
required by Legal Requirements to be made by them in order to consummate the
Contemplated Transactions. Between the date of this Agreement and the Closing
Date, Sellers will, and will cause each Acquired Company to, (a) cooperate with
Buyer with respect to all filings that Buyer elects to make or is required by
Legal Requirements to make in connection with the Contemplated Transactions, and
(b) cooperate with Buyer in obtaining all consents identified in Schedule 4.2.

         5.5      NOTIFICATION

         Between the date of this Agreement and the Closing Date, each Seller
will promptly notify Buyer in writing if such Seller or any Acquired Company
becomes aware of any fact or condition that causes or constitutes a Breach of
any of Sellers' representations and warranties as of the date of this Agreement,
or if such Seller or any Acquired Company becomes aware of the occurrence after
the date of this Agreement of any fact or condition that would (except as
expressly contemplated by this Agreement) cause or constitute a Breach of any
such representation or warranty had such representation or warranty been made as
of the time of occurrence or discovery of such fact or condition. Should any
such fact or condition require any change in the Disclosure Letter if the
Disclosure Letter were dated the date of the occurrence or discovery of any such
fact or condition, Sellers will promptly deliver to Buyer a supplement to the
Disclosure Letter specifying such change. During the same period, each Seller
will promptly notify Buyer of the occurrence of any Breach of any covenant of
Sellers in this Section 5 or of the occurrence of any event that may make the
satisfaction of the conditions in Section 7 impossible or unlikely.

         5.6      PAYMENT OF INDEBTEDNESS BY RELATED PERSONS

         Except as expressly provided in this Agreement, Sellers will cause all
indebtedness owed to an Acquired Company by either Seller or any Related Person
of either Seller to be paid in full prior to Closing.

         5.7      NO NEGOTIATION

         Until such time, if any, as this Agreement is terminated pursuant to
Section 9, Sellers will not, and will cause each Acquired Company and each of
their Representatives not to, directly or indirectly solicit, initiate, or
encourage any inquiries or proposals from, discuss or negotiate with, provide
any non-public information to, or consider the merits of any unsolicited
inquiries or proposals from, any Person (other than Buyer) relating to any
transaction involving the sale of the business or assets (other than in the
Ordinary Course of Business) of any Acquired Company, or any of the capital
stock of any Acquired Company, or any merger, consolidation, business
combination, or similar transaction involving any Acquired Company.

         5.8      BEST EFFORTS

         Between the date of this Agreement and the Closing Date, Sellers will
use their Best Efforts to cause the conditions in Sections 7 and 8 to be
satisfied.

6.       COVENANTS OF BUYER

         6.1      APPROVALS OF GOVERNMENTAL BODIES

         As promptly as practicable after the date of this Agreement, Buyer
will, and will cause each of its Related Persons to, make all filings required
by Legal Requirements to be made by them to consummate the Contemplated
Transactions. Between the date of this Agreement and the Closing Date, Buyer
will, and will cause each Related Person to, cooperate with Sellers with respect
to all filings that Sellers are required by Legal Requirements to make in
connection with the Contemplated Transactions, and (ii) cooperate with Sellers
in obtaining all consents identified in Part 3.2 of the Disclosure Letter;
provided that this Agreement will not require Buyer to dispose of or make any
change in any portion of its business or to incur any other burden to obtain a
Governmental Authorization.

         6.2      BEST EFFORTS

         Except as set forth in the provision to Section 6.1, between the date
of this Agreement and the Closing Date, Buyer will use its Best Efforts to cause
the conditions in Sections 7 and 8 to be satisfied.

         6.3 ROWE'S OBLIGATIONS

         Buyer acknowledges that Rowe has given his personal guaranties and/or
indemnification with respect to certain liabilities and obligations of the
Company. These guaranties or indemnifications includes guaranties to
Manufacturers and Traders Trust Company, Paul Lattimore, certain lessors under
Company leases, the issuer of the ERISA bonds (to the extent indemnification is
available under the New York General Obligations Law), as well as other
liabilities and obligations of the Company are hereafter individually referred
to as a "Guaranty" and collectively referred to as the "Guaranties"). With
respect to each of these Guaranties, the Buyer agrees as follows:

                  (a) The Buyer shall promptly reimburse Rowe for any and all
amounts paid by Rowe under or with respect to any Guaranty; and

                  (b) The Buyer shall defend, indemnify and hold Rowe harmless
from and against any and all liability, obligation or claim under or with
respect to each and all of the Guaranties; and

                  (c) Promptly after the Closing and at Rowe's request, the
Buyer shall use commercially reasonable efforts to assist Rowe in obtaining the
release, termination, cancellation or other return of those Guaranties specified
by Rowe; and

                  (d) The obligations of the Buyer under this section shall
survive Closing.

7.       CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE

         Buyer's obligation to purchase the Shares and to take the other actions
required to be taken by Buyer at the Closing is subject to the satisfaction, at
or prior to the Closing, of each of the following conditions (any of which may
be waived by Buyer, in whole or in part):

         7.1      ACCURACY OF REPRESENTATIONS

         All of Sellers' representations and warranties in this Agreement
(considered collectively), and each of these representations and warranties
(considered individually), must have been accurate in all material respects as
of the date of this Agreement, and must be accurate in all material respects as
of the Closing Date as if made on the Closing Date, without giving effect to any
supplement to the Disclosure Letter.

         7.2      SELLERS' PERFORMANCE

                  (a)      All of the covenants and obligations that Sellers are
required to perform or to comply with pursuant to this Agreement at or prior to
the Closing (considered collectively), and each of these covenants and
obligations (considered individually), must have been duly performed and
complied with in all material respects.

                  (b)      Each document required to be delivered pursuant to
Section 2.4 must have been delivered.

         7.3      CONSENTS

         Each of the Consents identified in Part 3.2 of the Disclosure Letter,
and each Consent identified in Schedule 4.2, must have been obtained and must be
in full force and effect.

         Notwithstanding the provision of Section 9 of this Agreement, Rowe
shall have the right to terminate this Agreement if this condition has not been
fulfilled or waived by Buyer on or before March 11, 2005.

         7.4      ADDITIONAL DOCUMENTS

         Each of the following documents must have been delivered to Buyer:

                  (a)      opinions of Sellers' attorney, dated the Closing
Date, in the form of Exhibit 7.4(a);

                  (b)      an estoppel certificate executed by the Company's
Landlords for all leased real property dated not more than ten (10) days prior
to the Closing Date, each in the form of Exhibit 7.4(b);

                  (c)      each of the Sellers shall have entered into
employment agreements in form and substance satisfactory to the Buyer, and such
employment agreements shall be in full force and effect beginning on the Closing
Date;

                  (d)      the nonsolicitation agreements described in Part
2.4(a)(iv); and

                  (e)      such other documents as Buyer may reasonably request
for the purpose of (i) enabling its counsel to provide the opinion referred to
in Section 8.4(a), (ii) evidencing the accuracy of any of Sellers'
representations and warranties, (iii) evidencing the performance by either
Seller of, or the compliance by either Seller with, any covenant or obligation
required to be performed or complied with by such Seller, (iv) evidencing the
satisfaction of any condition referred to in this Section 7, or (v) otherwise
facilitating the consummation or performance of any of the Contemplated
Transactions.

         7.5      NO PROCEEDINGS

         Since the date of this Agreement, there must not have been commenced or
Threatened against Buyer, or against any Person affiliated with Buyer, any
Proceeding (a) involving any challenge to, or seeking damages or other relief in
connection with, any of the Contemplated Transactions, or (b) that may have the
effect of preventing, delaying, making illegal, or otherwise interfering with
any of the Contemplated Transactions.

         7.6      NO CLAIM REGARDING STOCK OWNERSHIP OR SALE PROCEEDS

         There must not have been made or Threatened by any Person any claim
asserting that such Person (a) is the holder or the beneficial owner of, or has
the right to acquire or to obtain beneficial ownership of, any stock of, or any
other voting, equity, or ownership interest in, any of the Acquired Companies,
or (b) is entitled to all or any portion of the Purchase Price payable for the
Shares.

         7.7      NO PROHIBITION

         Neither the consummation nor the performance of any of the Contemplated
Transactions will, directly or indirectly (with or without notice or lapse of
time), materially contravene, or conflict with, or result in a material
violation of, or cause Buyer or any Person affiliated with Buyer to suffer any
material adverse consequence under, (a) any applicable Legal Requirement or
Order, or (b) any Legal Requirement or Order that has been published,
introduced, or otherwise [formally] proposed by or before any Governmental Body.

         7.8      RESIGNATION OF DIRECTORS AND OFFICERS.

         Except as set forth in Part 7.8 of the Disclosure Letter hereto, all of
the directors and officers of the Company shall have resigned their positions
with the Company on or prior to the Closing Date and, prior thereto, shall have
executed such appropriate documents with respect to the transfer or
establishment of bank accounts, signing authority, etc., as the Buyer shall have
reasonably requested.

         7.9      NON-COMPETITION COVENANTS

         Sellers acknowledge and agree that because the Sellers are selling the
Company (including its goodwill) to the Buyer, it is reasonable and necessary
for the protection of the business and the goodwill of the Company for the
Sellers to delivery the non-competition agreements contained within each of
their employment agreements. The Sellers acknowledge that they are being paid a
substantial amount of money for their shares and that the consideration paid to
them for their shares and the employment agreements that they are receiving are
sufficient for them to deliver the non-competition covenants contained within
their employment agreements. The Sellers acknowledge that the Company and the
Buyer would suffer irreparable injury if any Seller breaches the Confidentiality
and non-competition provisions contained within their employment agreements.

         7.10     KEYMAN LIFE INSURANCE

         Buyer shall have in place and effective on the Closing Date a $2
million, 10-year term keyman life insurance policy insuring the life of Rowe.

8.       CONDITIONS PRECEDENT TO SELLERS' OBLIGATION TO CLOSE

         Sellers' obligation to sell the Shares and to take the other actions
required to be taken by Sellers at the Closing is subject to the satisfaction,
at or prior to the Closing, of each of the following conditions (any of which
may be waived by Sellers, in whole or in part):

         8.1      ACCURACY OF REPRESENTATIONS

         All of Buyer's representations and warranties in this Agreement
(considered collectively), and each of these representations and warranties
(considered individually), must have been accurate in all material respects as
of the date of this Agreement and must be accurate in all material respects as
of the Closing Date as if made on the Closing Date.

         8.2      BUYER'S PERFORMANCE

                  (a)      All of the covenants and obligations that Buyer is
required to perform or to comply with pursuant to this Agreement at or prior to
the Closing (considered collectively), and each of these covenants and
obligations (considered individually), must have been performed and complied
with in all material respects.

                  (b)      Buyer must have delivered each of the documents
required to be delivered by Buyer pursuant to Section 2.4 and must have made the
cash payments required to be made by Buyer pursuant to Sections 2.4(b)(i) and
2.4(b)(ii).

         8.3      CONSENTS

         Each of the Consents identified in Part 3.2 of the Disclosure Letter
must have been obtained and must be in full force and effect.

8.4      ADDITIONAL DOCUMENTS

         Buyer must have caused the following documents to be delivered to
Sellers:

                  (a)      an opinion of Green & Seifter, Attorneys, PLLC, dated
the Closing Date, in the form of Exhibit 8.4(a); and

                  (b)      such other documents as Sellers may reasonably
request for the purpose of (i) enabling their counsel to provide the opinion
referred to in Section 7.4(a), (ii) evidencing the accuracy of any
representation or warranty of Buyer, (iii) evidencing the performance by Buyer
of, or the compliance by Buyer with, any covenant or obligation required to be
performed or complied with by Buyer, (ii) evidencing the satisfaction of any
condition referred to in this Section 8, or (v) otherwise facilitating the
consummation of any of the Contemplated Transactions.

         8.5      NOTIFICATION

         The New York State Insurance Department shall have been properly
notified of the change in ownership of the Company effective as of the Closing
Date.

         8.6      NO INJUNCTION

         There must not be in effect any Legal Requirement or any injunction or
other Order that (a) prohibits the sale of the Shares by Sellers to Buyer, and
(b) has been adopted or issued, or has otherwise become effective, since the
date of this Agreement.

9.       TERMINATION

         9.1      TERMINATION EVENTS

         This Agreement may, by notice given prior to or at the Closing, be
terminated:

                  (a)      by either Buyer or Sellers if a material Breach of
any provision of this Agreement has been committed by the other party and such
Breach has not been waived;

                  (b)      (i) by Buyer if any of the conditions in Section 7
has not been satisfied as of the Closing Date or if satisfaction of such a
condition is or becomes impossible (other than through the failure of Buyer to
comply with its obligations under this Agreement) and Buyer has not waived such
condition on or before the Closing Date; or (ii) by Sellers, if any of the
conditions in Section 8 has not been satisfied of the Closing Date or if
satisfaction of such a condition is or becomes impossible (other than through
the failure of Sellers to comply with their obligations under this Agreement)
and Sellers have not waived such condition on or before the Closing Date;

                  (c)      by mutual consent of Buyer and Sellers; or

                  (d)      by either Buyer or Sellers if the Closing has not
occurred (other than through the failure of any party seeking to terminate this
Agreement to comply fully with its obligations under this Agreement) on or
before March 1, 2005, or such later date as the parties may agree upon.

         9.2      EFFECT OF TERMINATION

         Each party's right of termination under Section 9.1 is in addition to
any other rights it may have under this Agreement or otherwise, and the exercise
of a right of termination will not be an election of remedies. If this Agreement
is terminated pursuant to Section 9.1, all further obligations of the parties
under this Agreement will terminate, except that the obligations in Sections
11.1 and 11.3 will survive; provided, however, that if this Agreement is
terminated by a party because of the Breach of the Agreement by the other party
or because one or more of the conditions to the terminating party's obligations
under this Agreement is not satisfied as a result of the other party's failure
to comply with its obligations under this Agreement, the terminating party's
right to pursue all legal remedies will survive such termination unimpaired.

10.      INDEMNIFICATION; REMEDIES

         10.1     SURVIVAL; RIGHT TO INDEMNIFICATION NOT AFFECTED BY KNOWLEDGE

         All representations, warranties, covenants, and obligations in this
Agreement, the Disclosure Letter, the supplements to the Disclosure Letter, the
certificate delivered pursuant to Section 2.4(a)(v), and any other certificate
or document delivered pursuant to this Agreement will survive the Closing. The
right to indemnification, payment of Damages or other remedy based on such
representations, warranties, covenants, and obligations will not be affected by
any investigation conducted with respect to, or any Knowledge acquired (or
capable of being acquired) at any time, whether before or after the execution
and delivery of this Agreement or the Closing Date, with respect to the accuracy
or inaccuracy of or compliance with, any such representation, warranty,
covenant, or obligation. The waiver of any condition based on the accuracy of
any representation or warranty, or on the performance of or compliance with any
covenant or obligation, will not affect the right to indemnification, payment of
Damages, or other remedy based on such representations, warranties, covenants,
and obligations.

         10.2     INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS

         Rowe will indemnify and hold harmless Buyer, the Acquired Companies,
and their respective Representatives, stockholders, controlling persons, and
affiliates (collectively, the "Indemnified Persons") for, and will pay to the
Indemnified Persons the amount of, any loss, liability, claim, damage(other than
punitive, indirect or consequential damages), expense (including costs of
investigation and defense and reasonable attorneys' fees) or diminution of
value, whether or not involving a third-party claim (collectively, "Damages"),
arising, directly or indirectly, from or in connection with:

                  (a)      any Breach of any representation or warranty made by
Sellers in this Agreement (without giving effect to any supplement to the
Disclosure Letter), the Disclosure Letter, the supplements to the Disclosure
Letter, or any other certificate or document delivered by Sellers pursuant to
this Agreement;

                  (b)      any Breach of any representation or warranty made by
Sellers in this Agreement as if such representation or warranty were made on and
as of the Closing Date without giving effect to any supplement to the Disclosure
Letter, other than any such Breach that is disclosed in a supplement to the
Disclosure Letter and is expressly identified in the certificate delivered
pursuant to Section 2.4(a)(v) as having caused the condition specified in
Section 7.1 not to be satisfied;

                  (c)      any Breach by either Seller of any covenant or
obligation of such Seller in this Agreement;

                  (d)      any misrepresentation of an item of income or expense
in the Company's Financial Statements;

                  (e)      any claim by any Person for brokerage or finder's
fees or commissions or similar payments based upon any agreement or
understanding alleged to have been made by any such Person with either Seller or
any Acquired Company (or any Person acting on their behalf) in connection with
any of the Contemplated Transactions.

         The remedies provided in this Section 10.2 will not be exclusive of or
limit any other remedies that may be available to Buyer or the other Indemnified
Persons.

         10.3     INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS--
                  ENVIRONMENTAL MATTERS

         In addition to the provisions of Section 10.2, Rowe will indemnify and
hold harmless Buyer, the Acquired Companies, and the other Indemnified Persons
for, and will pay to Buyer, the Acquired Companies, and the other Indemnified
Persons the amount of, any Damages (including costs of cleanup, containment, or
other remediation) arising from or in connection with any violation of
Environmental Law.

         10.4     INDEMNIFICATION AND PAYMENT OF DAMAGES BY BUYER

         Buyer will indemnify and hold harmless Sellers, and will pay to Sellers
the amount of any Damages arising from or in connection with (a) any Breach of
any representation or warranty made by Buyer in this Agreement or in any
certificate delivered by Buyer pursuant to this Agreement, (b) any Breach by
Buyer of any covenant or obligation of Buyer in this Agreement, or (c) any claim
by any Person for brokerage or finder's fees or commissions or similar payments
based upon any agreement or understanding alleged to have been made by such
Person with Buyer (or any Person acting on its behalf) in connection with any of
the Contemplated Transactions.

         10.5     TIME LIMITATIONS

         If the Closing occurs, Sellers will have no liability (for
indemnification or otherwise) with respect to any representation or warranty, or
covenant or obligation to be performed and complied with prior to the Closing
Date, other than those in Sections 3.3, 3.11, 3.13, and 3.19, unless on or
before two (2) years after Closing Date Buyer notifies Sellers of a claim
specifying the factual basis of that claim in reasonable; a claim with respect
to Section 3.3, 3.11, 3.13, or 3.19, or a claim for indemnification or
reimbursement not based upon any representation or warranty or any covenant or
obligation to be performed and complied with prior to the Closing Date, may be
made at any time within the otherwise applicable statute of limitations. If the
Closing occurs, Buyer will have no liability (for indemnification or otherwise)
with respect to any representation or warranty, or covenant or obligation to be
performed and complied with prior to the Closing Date, unless on or before two
(2) years after Closing Date Sellers notify Buyer of a claim specifying the
factual basis of that claim in reasonable detail to the extent then known by
Sellers.

         10.6     LIMITATIONS ON AMOUNT--SELLERS

         Sellers will have no liability (for indemnification or otherwise) with
respect to the matters described in clause (a), clause (b) or, to the extent
relating to any failure to perform or comply prior to the Closing Date, clause
(c) of Section 10.2 until the total of all Damages with respect to such matters
exceeds $25,000, and then only for the amount by which such Damages exceed
$25,000. Sellers will have no liability (for indemnification or otherwise) with
respect to the matters described in clause (d) of Section 10.2 until the total
of all Damages with respect to such matters exceeds $25,000, and then only for
the amount by which such Damages exceed $25,000. In no event shall Sellers'
liability for indemnification under Section 10.2 exceed the amounts paid or
payable under Sections 2.2(a) and 2.2(b). However, this Section 10.6 will not
apply to any Breach of any of Sellers' representations and warranties of which
either Seller had Knowledge at any time prior to the date on which such
representation and warranty is made or any intentional Breach by either Seller
of any covenant or obligation, and Sellers will be jointly and severally liable
for all Damages with respect to such Breaches.

         10.7     LIMITATIONS ON AMOUNT--BUYER

         Buyer will have no liability (for indemnification or otherwise) with
respect to the matters described in clause (a) or (b) of Section 10.4 until the
total of all Damages with respect to such matters exceeds $25,000, and then only
for the amount by which such Damages exceed $25,000. However, this Section 10.7
will not apply to any Breach of any of Buyer's representations and warranties of
which Buyer had Knowledge at any time prior to the date on which such
representation and warranty is made or any intentional Breach by Buyer of any
covenant or obligation, and Buyer will be liable for all Damages with respect to
such Breaches.

         10.8     THIS PARAGRAPH WAS INTENTIONALLY OMITTED.

         10.9     PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS

                  (a)      Promptly after receipt by an indemnified party under
Section 10.2, 10.4, or (to the extent provided in the last sentence of Section
10.3) Section 10.3 of notice of the commencement of any Proceeding against it,
such indemnified party will, if a claim is to be made against an indemnifying
party under such Section, give notice to the indemnifying party of the
commencement of such claim, but the failure to notify the indemnifying party
will not relieve the indemnifying party of any liability that it may have to any
indemnified party, except to the extent that the indemnifying party demonstrates
that the defense of such action is prejudiced by the indemnifying party's
failure to give such notice.

                  (b)      If any Proceeding referred to in Section 10.9(a) is
brought against an indemnified party and it gives notice to the indemnifying
party of the commencement of such Proceeding, the indemnifying party will,
unless the claim involves Taxes, be entitled to participate in such Proceeding
and, to the extent that it wishes (unless (i) the indemnifying party is also a
party to such Proceeding and the indemnified party determines in good faith that
joint representation would be inappropriate, or (ii) the indemnifying party
fails to provide reasonable assurance to the indemnified party of its financial
capacity to defend such Proceeding and provide indemnification with respect to
such Proceeding), to assume the defense of such Proceeding with counsel
satisfactory to the indemnified party and, after notice from the indemnifying
party to the indemnified party of its election to assume the defense of such
Proceeding, the indemnifying party will not, as long as it diligently conducts
such defense, be liable to the indemnified party under this Section 10 for any
fees of other counsel or any other expenses with respect to the defense of such
Proceeding, in each case subsequently incurred by the indemnified party in
connection with the defense of such Proceeding, other than reasonable costs of
investigation. If the indemnifying party assumes the defense of a Proceeding,
(i) it will be conclusively established for purposes of this Agreement that the
claims made in that Proceeding are within the scope of and subject to
indemnification; (ii) no compromise or settlement of such claims may be effected
by the indemnifying party without the indemnified party's consent unless (A)
there is no finding or admission of any violation of Legal Requirements or any
violation of the rights of any Person and no effect on any other claims that may
be made against the indemnified party, and (B) the sole relief provided is
monetary damages that are paid in full by the indemnifying party; and (iii) the
indemnified party will have no liability with respect to any compromise or
settlement of such claims effected without its consent. If notice is given to an
indemnifying party of the commencement of any Proceeding and the indemnifying
party does not, within ten days after the indemnified party's notice is given,
give notice to the indemnified party of its election to assume the defense of
such Proceeding, the indemnifying party will be bound by any determination made
in such Proceeding or any compromise or settlement effected by the indemnified
party.

                  (c)      Notwithstanding the foregoing, if an indemnified
party determines in good faith that there is a reasonable probability that a
Proceeding may adversely affect it or its affiliates other than as a result of
monetary damages for which it would be entitled to indemnification under this
Agreement, the indemnified party may, by notice to the indemnifying party,
assume the exclusive right to defend, compromise, or settle such Proceeding, but
the indemnifying party will not be bound by any determination of a Proceeding so
defended or any compromise or settlement effected without its consent (which may
not be unreasonably withheld). In the event an indemnified party asserts rights
under this Section 10.9(c) then, and in such event, the indemnified party shall
bear and pay all costs and expenses (including attorneys' fees and
disbursements) incurred by such indemnified party.

                  (d)      Sellers hereby consent to the non-exclusive
jurisdiction of any court in which a Proceeding is brought against any
Indemnified Person for purposes of any claim that an Indemnified Person may have
under this Agreement with respect to such Proceeding or the matters alleged
therein, and agree that process may be served on Sellers with respect to such a
claim anywhere in the world.

         10.10    PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS

         A claim for indemnification for any matter not involving a third-party
claim may be asserted by notice to the party from whom indemnification is
sought.

         10.11    Mitigation of Damages. Each indemnified party shall use
commercially reasonable efforts to minimize the damages for which such party may
seek indemnification hereunder, and commercially reasonable efforts to minimize
the amount of such indemnification obligation by reasonably pursuing insurance
recovery, or recovery from other available sources with respect to such Damages.

11.      GENERAL PROVISIONS

         11.1     EXPENSES

         Except as otherwise expressly provided in this Agreement, each party to
this Agreement will bear its respective expenses incurred in connection with the
preparation, execution, and performance of this Agreement and the Contemplated
Transactions, including all fees and expenses of agents, representatives,
counsel, and accountants. Buyer will pay all amounts payable to Reagan
Consulting in connection with this Agreement and the Contemplated Transactions.
Sellers will cause the Acquired Companies not to incur any out-of-pocket
expenses in connection with this Agreement except for professional fees not in
excess of $15,000. In the event of termination of this Agreement, the obligation
of each party to pay its own expenses will be subject to any rights of such
party arising from a breach of this Agreement by another party.

         11.2     PUBLIC ANNOUNCEMENTS

         Any public announcement or similar publicity with respect to this
Agreement or the Contemplated Transactions will be issued, if at all, at such
time and in such manner as Buyer determines. Unless consented to by Buyer in
advance or required by Legal Requirements, prior to the Closing Sellers shall,
and shall cause the Acquired Companies to, keep this Agreement strictly
confidential and may not make any disclosure of this Agreement to any Person.
Sellers and Buyer will consult with each other concerning the means by which the
Acquired Companies' employees, customers, and suppliers and others having
dealings with the Acquired Companies will be informed of the Contemplated
Transactions, and Buyer will have the right to be present for any such
communication.

         11.3     CONFIDENTIALITY

         Between the date of this Agreement and the Closing Date, Buyer and
Sellers will maintain in confidence, and will cause the directors, officers,
employees, agents, and advisors of Buyer and the Acquired Companies to maintain
in confidence, and not use to the detriment of another party or an Acquired
Company any written, oral, or other information obtained in confidence from
another party or an Acquired Company in connection with this Agreement or the
Contemplated Transactions, unless (a) such information is already known to such
party or to others not bound by a duty of confidentiality or such information
becomes publicly available through no fault of such party, (b) the use of such
information is necessary or appropriate in making any filing or obtaining any
consent or approval required for the consummation of the Contemplated
Transactions, or (c) the furnishing or use of such information is required by or
necessary or appropriate in connection with legal proceedings.

         If the Contemplated Transactions are not consummated, each party will
return or destroy as much of such written information as the other party may
reasonably request. Whether or not the Closing takes place, Sellers waive, and
will upon Buyer's request cause the Acquired Companies to waive, any cause of
action, right, or claim arising out of the access of Buyer or its
representatives to any trade secrets or other confidential information of the
Acquired Companies except for the intentional competitive misuse by Buyer of
such trade secrets or confidential information.

         11.4     NOTICES

         All notices, consents, waivers, and other communications under this
Agreement must be in writing and will be deemed to have been duly given when (a)
delivered by hand (with written confirmation of receipt), (b) sent by telecopier
(with written confirmation of receipt), provided that a copy is mailed by
registered mail, return receipt requested, or (c) when received by the
addressee, if sent by a nationally recognized overnight delivery service
(receipt requested), in each case to the appropriate addresses and telecopier
numbers set forth below (or to such other addresses and telecopier numbers as a
party may designate by notice to the other parties):

Sellers:                   Robert J. Rowe
                           211 Sedgwick Drive
                           Syracuse, New York 13203
                           Facsimile No.: (315) 458-6503

         with a copy to:
                           Menter, Rudin & Trivelpiece
                           500 South Salina Street
                           Syracuse, New York 13202
                           Attention: Scott Finlay, Esq.
                           Facsimile No.: (315) 474-4040

Buyer:                     Bridge Street Financial, Inc.
                           300 State Route 104
                           Oswego, New York 13126
                           Attention: Gregory Kreis
                           Facsimile No.: (315) 342-2586

         with a copy to:
                           Green & Seifter, Attorneys, PLLC
                           100 West Fayette Street, Ste 900
                           Syracuse, New York 13202
                           Attention:  Lowell A. Seifter, Esq.
                           Facsimile No.: 315-423-2858

         11.5     JURISDICTION; SERVICE OF PROCESS

         Any action or proceeding seeking to enforce any provision of, or based
on any right arising out of, this Agreement may be brought against any of the
parties in the courts of the State of New York, County of Onondaga, or, if it
has or can acquire jurisdiction, in the United States District Court for the
Northern District of New York, and each of the parties consents to the
jurisdiction of such courts (and of the appropriate appellate courts) in any
such action or proceeding and waives any objection to venue laid therein.
Process in any action or proceeding referred to in the preceding sentence may be
served on any party anywhere in the world.

         11.6     FURTHER ASSURANCES

         The parties agree (a) to furnish upon request to each other such
further information, (b) to execute and deliver to each other such other
documents, and (c) to do such other acts and things, all as the other party may
reasonably request for the purpose of carrying out the intent of this Agreement
and the documents referred to in this Agreement.

         11.7     WAIVER

         The rights and remedies of the parties to this Agreement are cumulative
and not alternative. Neither the failure nor any delay by any party in
exercising any right, power, or privilege under this Agreement or the documents
referred to in this Agreement will operate as a waiver of such right, power, or
privilege, and no single or partial exercise of any such right, power, or
privilege will preclude any other or further exercise of such right, power, or
privilege or the exercise of any other right, power, or privilege. To the
maximum extent permitted by applicable law, (a) no claim or right arising out of
this Agreement or the documents referred to in this Agreement can be discharged
by one party, in whole or in part, by a waiver or renunciation of the claim or
right unless in writing signed by the other party; (b) no waiver that may be
given by a party will be applicable except in the specific instance for which it
is given; and (c) no notice to or demand on one party will be deemed to be a
waiver of any obligation of such party or of the right of the party giving such
notice or demand to take further action without notice or demand as provided in
this Agreement or the documents referred to in this Agreement.

         11.8     ENTIRE AGREEMENT AND MODIFICATION

         This Agreement supersedes all prior agreements between the parties with
respect to its subject matter (including the Letter of Intent between Buyer and
Sellers dated January 7, 2005) and constitutes (along with the documents
referred to in this Agreement) a complete and exclusive statement of the terms
of the agreement between the parties with respect to its subject matter. This
Agreement may not be amended except by a written agreement executed by the party
to be charged with the amendment.

         11.9     DISCLOSURE LETTER

                  (a)      A fact or matter disclosed in any one exhibit or in
any section or paragraph of the Disclosure Letter or this Agreement shall be
deemed to have been disclosed to the Buyer as may be required or contemplated by
any other section of this Agreement, any other exhibit or any other section or
paragraph of the Disclosure Letter.

                  (b)      In the event of any inconsistency between the
statements in the body of this Agreement and those in the Disclosure Letter
(other than an exception expressly set forth as such in the Disclosure Letter
with respect to a specifically identified representation or warranty), the
statements in the body of this Agreement will control.

         11.10    ASSIGNMENTS, SUCCESSORS, AND NO THIRD-PARTY RIGHTS

         Neither party may assign any of its rights under this Agreement without
the prior consent of the other parties[, which will not be unreasonably
withheld,] except that Buyer may assign any of its rights under this Agreement
to any Subsidiary of Buyer. Subject to the preceding sentence, this Agreement
will apply to, be binding in all respects upon, and inure to the benefit of the
successors and permitted assigns of the parties. Nothing expressed or referred
to in this Agreement will be construed to give any Person other than the parties
to this Agreement any legal or equitable right, remedy, or claim under or with
respect to this Agreement or any provision of this Agreement. This Agreement and
all of its provisions and conditions are for the sole and exclusive benefit of
the parties to this Agreement and their successors and assigns.

         11.11    SEVERABILITY

         If any provision of this Agreement is held invalid or unenforceable by
any court of competent jurisdiction, the other provisions of this Agreement will
remain in full force and effect. Any provision of this Agreement held invalid or
unenforceable only in part or degree will remain in full force and effect to the
extent not held invalid or unenforceable.

         11.12    SECTION HEADINGS, CONSTRUCTION

         The headings of Sections in this Agreement are provided for convenience
only and will not affect its construction or interpretation. All references to
"Section" or "Sections" refer to the corresponding Section or Sections of this
Agreement. All words used in this Agreement will be construed to be of such
gender or number as the circumstances require. Unless otherwise expressly
provided, the word "including" does not limit the preceding words or terms.

         11.13    TIME OF ESSENCE

         With regard to all dates and time periods set forth or referred to in
this Agreement, time is of the essence.

         11.14    GOVERNING LAW

         This Agreement will be governed by the laws of the State of New York
without regard to conflicts of laws principles.

         11.15    COUNTERPARTS

         This Agreement may be executed in one or more counterparts, each of
which will be deemed to be an original copy of this Agreement and all of which,
when taken together, will be deemed to constitute one and the same agreement.

         IN WITNESS WHEREOF, the parties have executed and delivered this
Agreement as of the date set forth opposite their signatures.

BUYER:                            BRIDGE STREET FINANCIAL, INC.
-----

Dated:  March 1, 2005                By: /s/ Gregory Kreis
        --------------------            -------------------------------------
                                        Gregory Kreis, President

SELLERS:
--------

Dated:  March 1, 2005                    /s/ Robert J. Rowe
        --------------------            -------------------------------------
                                        Robert J. Rowe

Dated:  March 1, 2005                    /s/ Christine Romagnoli
        --------------------            -------------------------------------
                                        Christine Romagnoli

Dated:  March 1, 2005                    /s/ Eileen Cassidy
        --------------------            -------------------------------------
                                        Eileen Cassidy

Dated:  March 1, 2005                    /s/ Michael Monica
        --------------------            -------------------------------------
                                        Michael Monica





LAS:299272.7/B0901L.00003