ASSET PURCHASE
AGREEMENT  



        THIS
ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into on
this 25th day of October, 2004, by and between Somerset CPAs, P.C., an Indiana
professional corporation (the “Buyer”) and Somerset Financial
Services, L.L.C., an Indiana limited liability company (the “Seller”). 



RECITALS: 



         A.       
          The Seller is engaged in the business of providing certain financial and
          consulting services, including certain services provided by certified public
          accountants, certified management accountants, certified valuation analysts,
          chartered financial consultants, certified life underwriters, and other
          professionals (the “Business”), which Business has been
          carried on by the Seller and the “Buyer Group” (the individual
          members of which are listed in Exhibit A attached hereto) as principals
          and employees of the Seller. 



         B.       
          The Seller desires to sell to the Buyer, and the Buyer desires to purchase from
          the Seller, substantially all of the assets owned by the Seller and used in the
          operation of the Business. In addition, Buyer desires to assume substantially
          all liabilities and obligations related to the operation of the Business. 



         C.       
          First Indiana Corporation, an Indiana corporation and the manager of Seller
          (“First Indiana”), owns of record and beneficially one hundred
          percent (100%) of the issued and outstanding membership interests of the Seller. 



         D.       
          Sections 13.16, 13.17 and 13.18 contain provisions regarding the definitions of
          capitalized terms used in this Agreement and the construction of this Agreement. 



        NOW,
THEREFORE, in consideration of the mutual promises and conditions contained in this
Agreement, the parties hereto agree as follows: 



ARTICLE I  



Purchase and Sale of
Assets and Business  



         Section 1.1.       
          Assets to be Purchased. On and subject to the terms and conditions
          contained in this Agreement, at the Closing, the Seller shall sell, convey,
          assign and transfer to the Buyer, and the Buyer shall purchase from the Seller,
          the following assets, properties and rights (other than the Excluded Assets as
          defined in Section 1.2 below) owned by the Seller and used or held for use in
          the conduct of, generated by, or constituting the Business as of the Closing
          (collectively, the “Assets”): 




       (a)       
          all equipment, office equipment, office supplies, furniture, furnishings,
          leasehold improvements, computer hardware and software, machinery, vehicles,
          fixtures, and 












	 	
	 



















similar tangible personal property
used or useful in the Business,           including any such property purchased subject
to any conditional sales or title           retention agreement and all such items
identified on Schedule 1.1(a);  











       (b)       
          all accounts receivable and work in process, and all notes, bonds and other
          evidences of indebtedness of, and rights to receive payments from, any Person; 




       (c)       
          all rights of the Seller in the names, “Somerset Financial Services”
          and “Somerset” and all derivations of either, and the goodwill
          associated therewith; 




       (d)       
          all (i) patents, (ii) trademarks and service marks, and the goodwill associated
          therewith, (iii) trade names, assumed and fictitious names, and the goodwill
          associated therewith, and (iv) copyrights; 




       (e)       
          all (i) trade secrets, (ii) computer programs and software (including flow
          charts, logic diagrams, object codes and source codes), (iii) inventions, ideas,
          research and development, know-how, formulas, compositions, processes,
          procedures, compilations, manufacturing and production processes and techniques,
          technical data, designs, drawings, specifications, customer and supplier
          information, pricing and cost information, and business and marketing plans and
          proposals, and (iv) copies and tangible embodiments thereof (in whatever form or
          medium, including electronic media); 




       (f)       
          all books, records, files, manuals and other similar materials, including,
          without limitation, advertising materials, catalogues, price lists,
          correspondence, mailing lists, lists of customers, distribution lists,
          photographs, production data, sales and promotional materials and records,
          purchasing materials and records, personnel records, manufacturing and quality
          control records and procedures, blueprints, research and development files,
          records, data and laboratory books, patent disclosures, media materials and
          plates, accounting records, sales order files and litigation files (the
          “Business Records”); 




       (g)       
          all telephone numbers, facsimile numbers, e-mail addresses, and web pages used
          in connection with the Business; 




       (h)       
          any and all rights in, to and under non-competition and non-solicitation
          covenants, obligations and agreements received from present and former employees
          of the Seller or otherwise benefiting the Seller in any manner whatsoever, other
          than with respect to Marni McKinney, including but not limited to those
          identified on Schedule 1.1(h); 




       (i)       
          any and all goodwill incident to, associated with, or otherwise related to the
          Business; 




       (j)       
          all governmental licenses, permits, approvals, license applications, license
          amendment applications, and product registrations, to the extent permitted by
          applicable law; 










	 	
	 




















       (k)       
          all prepaid expenses, including any expenses incurred in obtaining unfilled
          sales and customer orders included in the Assets, but excluding accrued expenses
          of the Seller associated with the sale of assets pursuant to this Agreement; 




       (l)       
          all rights and choses in action relating to the Assets, including, without
          limitation, all rights in, to and under express or implied warranties,
          guaranties, indemnities, and representations relating to the Assets and Assumed
          Contracts (as defined below in Section 1.4) and all rights to assert claims and
          take other rightful actions in respect of breaches, defaults and other
          violations thereof; and 




       (m)       
          all other assets, rights and properties of every kind, character and
          description, including but not limited to that certain Sub-Lease Agreement by
          and between Seller and First Indiana Bank, National Association (“First
          Indiana Bank”) executed on March 15, 2003 (the “Real Estate
          Sub-Lease”), whether tangible or intangible, whether real, personal or
          mixed, and wherever located, and whether or not reflected on the books of the
          Seller, owned by the Seller or to which the Seller shall be entitled at the time
          of the Closing and used or held for use in the conduct of, generated by, or
          constituting the Business, other than the Excluded Assets; and 




       (n)       
          all Assumed Contracts, including but not limited to, the Management Services
          Agreement by and between The Somerset Group, Inc. and Whipple & Company, PC,
          executed on January 20, 1998 and any amounts receivable thereunder. 



         Section 1.2.       
          Excluded Assets. Notwithstanding the foregoing, the Assets
          purchased by the Buyer hereunder shall not include (collectively, the
          “Excluded Assets”): 




       (a)       
          any cash and cash equivalents on hand and on deposit; 




       (b)       
          any accounts receivable and notes, bonds and other evidences of indebtedness of,
          and rights to receive payments from, any director, officer, shareholder, member,
          manager or employee of the Seller or any Subsidiary or Affiliate of the Seller,
          other than (i) from the members of the Buyer Group or from Whipple &
          Company, PC or (ii) from First Indiana Bank under the Real Estate Sub-Lease
          referenced in Section 1.1(m) above; 




       (c)       
          the entity minute books, ownership records, seals, certificates of existence,
          tax or informational returns, books of account and other records related to the
          entity organization of the Seller; or 




       (d)       
          the rights to any claims for any federal, state, local, or foreign tax refunds
          or reduction of any Taxes due, including the Seller’s or First
          Indiana’s right to utilize any accrued expense or any loss arising from the
          sale of assets pursuant to this Agreement. 









	 	
	 


















         Section 1.3.       
          Title to Assets to be Conveyed. Seller shall sell, assign and
          convey any right, title and interest which it has in the Assets, subject to the
          following: (i) liens for Taxes, assessments and other governmental charges not
          yet due or delinquent; and (ii) any security interests, mortgages, liens,
          consents and other encumbrances securing obligations expressly assumed by the
          Buyer pursuant to this Agreement. 



         Section 1.4.       
          Assignment and Assumption of Contracts. The Seller shall assign to
          the Buyer all of its rights, and the Buyer shall assume, pay when due, and
          perform all of the obligations of the Seller existing as of or arising after the
          Closing Date under the following (the “Assumed Contracts”): 




       (a)       
          The lease, dated November 27, 2000, and as amended by the First Amendment to
          Agreement of Lease on February 26, 2003, between the Seller and River Crossing
          East Two, LLC (the “Landlord”), providing for the lease by the
          Seller of the real estate and premises commonly known as Suites 300 and 250 of
          Two River Crossing, 3925 River Crossing Boulevard, Indianapolis, Indiana (the
          “Real Estate Lease”), and the Seller and the Buyer shall pursue
          a consent to assignment of the Real Estate Lease with the Landlord, reasonably
          satisfactory to each of the Seller and the Buyer. The parties acknowledge that
          First Indiana is a guarantor of Seller’s obligations under the Real Estate
          Lease (the “Guaranty”) and that Buyer is under no obligation to secure
          the release of the Guaranty; 




       (b)       
          All leases of personal property (if any) used by the Seller in the ordinary
          course of the Business; 




       (c)       
          All agreements and contracts for the purchase by the Seller of goods,
          inventories, supplies or services to be used in the Business, including, without
          limitation, unfilled purchase orders and commitments, entered into by the Seller
          in the ordinary course of business and outstanding as of the Closing Date; 




       (d)       
          All agreements and contracts for the sale by the Seller of goods, products or
          services by the Business, including, without limitation, unfilled sales or
          customer orders and commitments in outstanding contracts and bids for the sale
          of goods or services, entered into by the Seller in the ordinary course of
          business and outstanding as of the Closing Date; and 




       (e)       
          Those agreements identified on Schedule 1.4. 



         Section 1.5.       
          Third Party Consents. To the extent that the Seller’s rights
          under any Assumed Contract may not be assigned without the consent of another
          Person and such consent has not been obtained prior to the Closing, this
          Agreement shall not constitute an obligation of the Seller to assign such rights
          if an assignment without the consent of such third Person would constitute a
          breach thereof or adversely affect the rights of the Buyer or the Seller under
          such Assumed Contract, and any assignment by the Seller to the Buyer of any
          rights under any such Assumed Contract that requires the consent of a third
          Person shall be 











	 	
	 


















made subject to such consent being
obtained. In the event that           any such consent is not obtained prior to the
Closing, the Buyer, shall continue           to use its best efforts to obtain such
consent as promptly as possible after the           Closing, and the Seller shall
cooperate with the Buyer in any lawful and           economically feasible arrangement
designed to provide to the Buyer the           Seller’s rights and benefits under
such Assumed Contract; provided,           however, that the Buyer shall undertake to pay
or satisfy the corresponding           liabilities for the enjoyment of such rights and
benefits (including but not           limited to liability for failure to obtain such
consent) if the Buyer (i)           actually received the enjoyment of such benefits and
(ii) would have been           responsible therefor if such consent had been obtained at
the time of Closing.  



         Section 1.6.       
          Liabilities to be Assumed. Subject to the terms and conditions
          contained in this Agreement, at the Closing, the Buyer shall assume, and agrees
          to timely pay, discharge and perform, all obligations or liabilities of Seller
          and the Business, other than those set forth in Section 1.7 below, relating to
          or arising out of the Business of the Seller, the Assets or Assumed Contracts
          and existing at or arising on or after the Closing (the “Assumed
          Liabilities”), including but not limited to: 




       (a)       
          all trade accounts payable by the Seller to vendors and suppliers for goods and
          services incurred by the Seller in the regular and ordinary course of the
          Business in accordance with the terms of the this Agreement; 




       (b)       
          all current liabilities of the Seller whether or not incurred in the regular and
          ordinary course of the Business, to the extent that such liabilities remain
          unpaid as of the Closing; 




       (c)       
          all other liabilities, whether known or unknown, asserted or unasserted,
          absolute or contingent, accrued or unaccrued, liquidated or unliquidated, and
          whether due or to become due or to become known, resulting from the operation of
          the Business prior to Closing, including but not limited to: 



          		    (i)       
               any personal service or professional liability, any product liability or similar
               claim for injury or damage to person or property or other loss, regardless of
               when made or asserted, which arises for any reason whatsoever, including but not
               limited to negligence, professional malpractice, intentional wrong, fraud,
               breach of contract, or arises out of or is based upon any express or implied
               representation, warranty, agreement, or guarantee made by the Seller, or alleged
               to have been made by the Seller, or which is imposed or asserted to be imposed
               by operation of law, in connection with any service performed or products sold
               or leased by or on behalf of the Seller, including, without limitation, any
               claim relating to any product delivered in connection with the performance of
               such service and any claim seeking recovery for damages of any kind whatsoever,
               including but not limited to punitive damages, consequential damages or lost
               profits or revenue; 



               







	 	
	 

















          		    (ii)       
               any obligation of the Seller to indemnify any Person by reason of the fact that
               such Person was a director, officer, manager, member, employee, or agent of the
               Seller or was serving at the request of any such entity as a partner, trustee,
               director, officer, employee, manager, or agent of another entity (whether such
               indemnification is for judgments, damages, penalties, fines, costs, amounts paid
               in settlement, losses, expenses, or otherwise, and whether such indemnification
               is pursuant to any statute, charter document, by-law, agreement, operating
               agreement or otherwise); 



               



          		    (iii)       
               any liability or obligation arising prior to, on or after the Closing to any
               employees, agents or independent contractors of the Seller, whether or not
               employed by the Buyer after the Closing, or under any collective bargaining
               agreement, Employee Benefit Plan or other benefit arrangement, other than
               certain liabilities under either the 1998 or 2002 stock incentive plans of First
               Indiana or the 1998 stock incentive plan of The Somerset Group, Inc. as set
               forth below in Section 1.8; or 



               



          		    (iv)       
               any claim resulting from or related to the operation of the Business, whether
               made before or after the Closing Date, against the Seller, First Indiana, the
               Buyer Group or the Buyer alleging damage to the environment or any liability for
               environmental clean-up costs, or any liabilities for damage to the environment
               or for environmental clean-up costs arising out of occurrences, circumstances or
               actions commencing or in existence on or prior to the Closing Date; and 



               




       (d)       
          any and all liabilities and obligations with respect to the Assumed Contracts or
          otherwise expressly assumed by the Buyer elsewhere in this Agreement. 



         Section 1.7.       
          Liabilities Not Assumed. It is expressly understood and agreed
          that the Buyer shall not assume and shall not be liable for the following
          liabilities: (a) inter-company liabilities, obligations, indebtedness, contracts
          or commitments of the Seller to First Indiana or First Indiana Bank, including,
          but not limited to, those set forth on Schedule 1.7; (b) liabilities and
          obligations of Seller incurred in connection with the performance of this
          Agreement, such as the indemnity obligations set forth below in Section 11.2 and
          Seller’s obligation to pay its own expenses as set forth below in Section
          13.1; (c) any Taxes owed by Seller or First Indiana other than those identified
          in Sections 3.3 and 3.4 below; and (d) any liabilities incurred as a result of
          First Indiana taking action as the Manager of Seller without any knowledge of
          any member of the Buyer Group and not incurred in the normal or customary
          operation of the Business, such as any guarantee of indebtedness of First
          Indiana or First Indiana Bank. 



    Section
  1.8.        Stock
  Options. Subject to the terms and conditions contained in this Agreement,
  at the Closing, the Buyer shall assume, and agrees to timely pay, discharge
  and perform, all obligations or liabilities of the Seller and the Business relating
  to or arising from 







	 	
	 

















the stock option agreements
identified in Schedule 1.4. The Buyer shall not assume and shall not be liable for the
settlement of the stock options outstanding under the stock option agreements identified
in Schedule 1.8 (the “Vested Options”) to the extent the Vested
Options are exercised in accordance with their terms before or within three months after
Closing. However, the Buyer shall assume, and agrees timely to pay, any and all other
obligations and liabilities of the Seller and the Business relating to or arising from
the Vested Options. Nothing in this section shall be construed as providing the grantees
under the stock option agreements identified in Schedules 1.4 and 1.8 any
rights in additions to those provided under such agreements. 



        Section
1.9. Condition of Assets. The Buyer acknowledges that it has had an
opportunity to inspect the physical condition of all equipment and other personal property
included in the Assets and agrees that all such assets are being acquired hereunder in
their “AS IS” condition and “WITH ALL FAULTS”. THE SELLER HAS NOT AND
IS NOT MAKING ANY WARRANTIES WITH RESPECT TO SUCH ASSETS, EXPRESS OR IMPLIED, STATUTORY OR
OTHERWISE, INCLUDING ANY AND ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE AND ANY AND ALL WARRANTIES ARISING FROM A COURSE OF DEALING OR USAGE OF
TRADE, ALL OF WHICH ARE EXPRESSLY EXCLUDED AND DISCLAIMED BY THE SELLER. Further, the
Buyer acknowledges that it has had access to and the right to review and inspect the
Business Records and Assumed Contracts related to the Business, and that the Buyer is
relying on its own knowledge and experience with respect to such matters and not upon any
representations or warranties of the Seller with respect to such matters except as
expressly set forth in this Agreement. 



ARTICLE II  



Purchase Price; Method
of Payment  



         Section 2.1.       
          Purchase Price. In consideration for the sale, assignment and
          transfer of the Assets to the Buyer by the Seller, in addition to the
          Buyer’s assumption of the Assumed Liabilities pursuant to Section 1.6,
          the Buyer shall pay to the Seller, subject to the terms and conditions contained
          in this Agreement, the amount of Six Million Dollars ($6,000,000) (the
          “Purchase Price”). 



         Section 2.2.       
          Payment of Purchase Price. Subject to the terms and conditions
          contained in this Agreement, the Buyer shall pay the Purchase Price to the
          Seller at the Closing by a certified or bank cashier’s check, or by wire
          transfer of immediately available funds to such account as the Seller shall
          designate, the sum of Six Million Dollars ($6,000,000). 



         Section 2.3.       
          Allocation of Purchase Price. The Seller and Buyer shall agree to
          an allocation to the Assets of the Purchase Price and Assumed Liabilities as set
          forth on Schedule 2.3 and shall prepare and complete all of their
          respective income tax returns and reports, 







	 	
	 

















including IRS Form 8594, on a basis
          consistent with such allocations and shall not take a position before any
taxing           authority or in any judicial proceeding that is in any way inconsistent
with           such allocations.  



    Section
2.4. Dividend of Cash and Cash Equivalents. The Buyer covenants and
agrees that prior to Closing, Seller may pay dividends to First Indiana equal to the cash
and cash equivalents on hand and on deposit amounting to approximately Five Million Six
Hundred Thousand Dollars ($5,600,000), but in no event less than Five Million Four Hundred
Thousand Dollars ($5,400,000), including the dividend of Four Million Four Hundred
Thousand Dollars ($4,400,000) paid on September 27, 2004, and any dividends paid
since that date (collectively, the “Dividends”). In the event Seller chooses not
to pay the entire amount available under the Dividends, Seller shall have the right to
keep the cash and cash equivalents as set forth in Section 1.2(a) above; provided that
such cash and cash equivalents on hand at the time of Closing together with the Dividends
paid shall not be less than Five Million Four Hundred Thousand Dollars ($5,400,000). 



ARTICLE III  



Additional Covenants
and Agreements  



         Section 3.1.       
          Employees. The Seller shall terminate all of its employees engaged
          in conducting the Business on the Closing Date, and, at the Closing, the Buyer
          shall assume any wages, salaries, bonuses, deferred compensation, severance pay,
          vacation pay, disability pay, sick pay, retirement benefits, insurance benefits
          or other compensation or employee benefits to which the present or former
          employees of the Seller are or were entitled. 



         Section 3.2.       
          Employee Benefit Plans. At the Closing, the Buyer shall adopt as
          its own all Employee Benefit Plans of Seller (other than the Somerset Employee
          Stock Purchase Plan), including but not limited to, (i) the Somerset Financial
          Services, L.L.C., a Subsidiary of First Indiana Corporation, Profit Sharing and
          401(k) Savings Plan (the “401(k)”); (ii) Somerset Financial
          Services, L.L.C. Flexible Benefit Plan (the “FSA”); (iii)
          Somerset Financial Services, L.L.C. Health Insurance Plan (the “Health
          Plan”); (iv) Somerset Financial Services, L.L.C. Dental Insurance Plan
          (the “Dental Plan”); (v) Somerset Financial Services, L.L.C.
          Term Life Insurance Plan (the “Term Life Plan”); (vi) Somerset
          Financial Services, L.L.C. Supplemental Life Insurance Plan (the
          “Supplemental Life Plan”); (vii) Somerset Financial Services,
          L.L.C. Short-Term Disability Insurance Plan (the “Short-Term Disability
          Plan”); (viii) Somerset Financial Services, L.L.C. Long-Term Disability
          Insurance Plan (the “Long-Term Disability Plan,” and together
          with the 401(k), the Health Plan, the Dental Plan, the Term-Life Plan, the
          Supplemental Life Plan, and the Short-Term Disability Plan, collectively, the
          “Plans”), and shall assume all liability for the funding of the
          Plans to provide the benefits thereunder (including unfunded past service costs)
          and all other obligations of the Seller thereunder which are to be performed
          after the Closing. For all payroll withholding and Employee Benefit Plan
          purposes, and for purposes of all stock option, incentive bonus and similar
          arrangements, it is intended that all employees of the Seller at the 







	 	
	 

















time of the           Closing will
cease at such time to be employees of, and will be deemed at such           time to have
separated from the service of, and terminated their employment and           continuous
status with the Seller and the Affiliates. At the Closing, the Seller           shall
assign to the Buyer all of the Seller’s right, title and interest in,           to
and under the Plans, the Buyer shall accept such assignment, and the parties
          shall take all reasonable action necessary to effect such assignment and
          transfer, to consent to such assignment and to agree that after the Closing the
          Buyer shall be treated as the employer for all purposes under the Plans. The
          Buyer shall assume any obligation or liability of the Seller under ERISA, the
          IRC or other applicable law or regulation, any agreement with or
indemnification           of any Fiduciary based on any act or omission occurring or
liability accruing           prior to the Closing, or any obligation or liability for the
payment of benefits           which exceed those properly determinable under the
provisions of the Plans.           Furthermore, the Buyer shall assume any liability of
the Seller by reason of the           complete or partial withdrawal of the Seller from
the Plans or any other           multiemployer plan pursuant to ERISA §4201. The
parties shall take all           action necessary to terminate Somerset’s Stock
Purchase Plan as of the           Closing.  



        If
any Plan otherwise to be assigned and transferred to Buyer was also established,
sponsored, or maintained by First Indiana or a First Indiana Affiliate, other than Seller,
the assignment or transfer of such Plan to Buyer shall be limited to those current or
former employees of Seller who worked or are working in the Business. In addition, as of
Closing, each member of the Buyer Group shall withdraw from participation in, and release
any interest held in, any Employee Benefit Plan of First Indiana or a First Indiana
Affiliate. Furthermore, Buyer shall cause its employees to withdraw from participation and
release interest in any Employee Benefit Plan of First Indiana or a First Indiana
Affiliate, without any continuing liability to First Indiana or a First Indiana Affiliate. 



        To
the extent that any provisions of this Section 3.2 conflict with Section 1.8 above, the
provisions of Section 1.8 shall prevail. 



         Section 3.3.       
          Property Taxes. Notwithstanding Section 1.6, the Seller shall be
          liable for all real and personal property taxes and assessments attributable to
          the Assets (the “Property Taxes”) which are due and payable
          prior to and on the Closing Date, and the Buyer shall be liable for all such
          Property Taxes which become due and payable after the Closing Date. The Buyer
          shall pay when due and indemnify and hold harmless the Seller and First Indiana
          from and against all such Property Taxes which become due and payable after the
          Closing Date. 



         Section 3.4.       
          Transfer Taxes. The Buyer shall pay and hold harmless the Seller
          and First Indiana from and against any and all sales and use taxes, documentary
          taxes, and other transfer taxes and fees arising out of the transfer of the
          Assets to the Buyer, except to the extent the Buyer has paid such amounts to
          Seller for payment of such taxes. The Buyer shall provide to the Seller any
          appropriate resale exemption certificates. 







	 	
	 

















ARTICLE IV  



Closing  



         Section 4.1.       
          Date, Time and Place of Closing. The closing of the transactions
          contemplated by this Agreement (the “Closing”) shall take place
          on October 25, 2004, at 10:00 a.m. (Indianapolis, Indiana, time), at the offices
          of Bose McKinney & Evans LLP, located at 2700 First Indiana Plaza, 135 North
          Pennsylvania Street, Indianapolis, Indiana 46204, or on such other date and
          at such other time and place as the Seller and the Buyer shall mutually agree
          upon. The date of the Closing is referred to in this Agreement as the
          “Closing Date.” Subject to the provisions of
          Section 12.1(f), the 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 will not result in the termination of this Agreement and will
          not relieve any party of any obligation under this Agreement. 



         Section 4.2.       
          Deliveries by Seller at Closing. At the Closing, the Seller shall
          deliver to the Buyer: 




       (a)       
          All deeds, bills of sale, assignments, and other instruments of conveyance,
          assignment and transfer, duly executed by the Seller and dated as of the Closing
          Date, necessary to transfer to the Buyer all of Seller’s right, title and
          interest to the Assets as required by Section 1.3, including, without
          limitation: 



          		    (i)       
               A Bill of Sale, substantially in the form of Exhibit B attached hereto,
               of all of the Assets to the Buyer; and 



               



          		    (ii)       
               An Assignment and Assumption of Agreement of Lease, substantially in the form of
               Exhibit C  attached hereto; 



               




       (b)       
          An Assignment and Assumption Agreement, substantially in the form of Exhibit
          D attached hereto, duly executed by the Seller, providing for the assignment
          of the Assumed Contracts to the Buyer pursuant to Section 1.4; 




       (c)       
          All consents, releases, opinions, agreements, instruments, certificates, and
          other documents required by Article VIII to be delivered to the Buyer at or
          before the Closing (if not already delivered to or obtained by the Buyer prior
          to the Closing); and 




       (d)       
          Full possession of all of the Assets, including, without limitation, all
          Business Records. 



         Section 4.3.       
          Deliveries by Buyer at Closing. At the Closing, the Buyer shall
          deliver to the Seller: 




      (a)       
          The sum of Six Million Dollars ($6,000,000) in accordance with Sections 2.1
          and 2.2; 








	 	
	 



















       (b)       
          The Liabilities Assumption Agreement, substantially in the form of Exhibit
          E attached hereto, duly executed by the Buyer, providing for the assumption
          by the Buyer of the Assumed Liabilities pursuant to Section 1.6; 




       (c)       
          An Assignment and Assumption Agreement, substantially in the form of Exhibit
          D attached hereto, duly executed by the Buyer, providing for the assumption
          by the Buyer of the Assumed Contracts pursuant to Section 1.4; 




       (d)       
          An Assignment and Assumption of Agreement of Lease, substantially in the form of
          Exhibit C attached hereto, duly executed by the Buyer, providing for the
          assumption by the Buyer of the Real Estate Lease pursuant to Section 1.4; and 




       (e)       
          All consents, opinions, agreements, instruments, certificates, and other
          documents required by Article IX to be delivered to the Seller at or before
          the Closing (if not already delivered to the Seller before the Closing). 



ARTICLE V  



Representations and
Warranties of Seller  



        The
Seller represents and warrants to the Buyer as follows: 



         Section 5.1.       
          Organization. The Seller is a limited liability company duly
          organized and validly existing under the laws of the State of Indiana and has
          all requisite power and authority to conduct its business as now conducted by it
          and to own or use all assets and properties presently owned or used by it. 



         Section 5.2.       
          Authority and Validity. The Seller has all requisite power and
          authority to execute, deliver, and fully perform this Agreement, and the Other
          Seller Agreements. The execution, delivery, and performance of this Agreement
          and the Other Seller Agreements by the Seller have been duly authorized by all
          requisite company and member action. This Agreement has been, and the Other
          Seller Agreements will be, duly executed and delivered on behalf of the Seller
          by duly authorized officers of the Seller, and this Agreement constitutes, and
          the Other Seller Agreements (when executed and delivered) will constitute, the
          legal, valid and binding obligations of the Seller, enforceable against the
          Seller in accordance with their respective terms, except as enforceability may
          be limited by bankruptcy, insolvency, or similar laws affecting the enforcement
          of creditors’ rights generally, or by general principles of equity. 



         Section 5.3.       
          Noncontravention. The execution, delivery and performance of this
          Agreement and the Other Seller Agreements by the Seller do not and will not,
          with or without the giving of notice or the passage of time, or both: (i)
          violate the Articles of Organization or Operating Agreement of the Seller; or
          (ii) violate any Law. 







	 	
	 

















         Section 5.4.       
          Consents. No consent, approval, license or authorization of, or
          filing, recording or registration with, or exemption by, any Governmental
          Authority or any other Person is required in connection with the execution,
          delivery or performance of this Agreement by First Indiana or, to the knowledge
          of Seller, Seller, or, if required, will have been obtained prior to the
          Closing. 



    Section
5.5. Litigation. To the knowledge of the Seller, there is no litigation,
arbitration, investigation or other proceeding pending against or threatened against or
otherwise affecting, the Seller which, if determined adversely to the Seller, would
prohibit the consummation by the Seller of the transactions contemplated by this
Agreement. The Seller is not subject to, or in violation of, any judgment, order, writ,
injunction, decree or award of any court, arbitrator or other Governmental Authority which
prohibits the consummation by the Seller of the transactions contemplated by this
Agreement. 



         Section 5.6.       
          Subsidiaries. To the knowledge of the Seller, the Seller does not
          own, directly or indirectly, any shares of stock or other ownership or
          investment interests in any Subsidiary which are included in the Assets, other
          than publicly-traded securities representing less than 10% of the total
          outstanding securities or ownership interests of such corporation or other
          entity. 



ARTICLE VI  



Representations and
Warranties of Buyer  



        The
Buyer represents and warrants to the Seller as follows: 



         Section 6.1.       
          Organization. The Buyer is a professional corporation, duly
          organized and validly existing under the laws of the State of Indiana and has
          all requisite corporate power and authority to conduct its business as now
          conducted by it and to own or use all assets and properties presently owned or
          used by it. 



         Section 6.2.       
          Authority and Validity. The Buyer has all requisite corporate
          power and authority to execute, deliver and fully perform this Agreement and the
          Other Buyer Agreements. The execution, delivery, and performance of this
          Agreement by the Buyer have been duly authorized by all requisite corporate
          action. This Agreement has been, and the Other Buyer Agreements will be, duly
          executed and delivered on behalf of the Buyer by duly authorized officers of the
          Buyer, and this Agreement constitutes, and the Other Buyer Agreements (when
          executed and delivered) will constitute, the legal, valid and binding
          obligations of the Buyer, enforceable against the Buyer in accordance with their
          respective terms, except as enforceability may be limited by bankruptcy,
          insolvency, or similar law affecting the enforcement of creditors’ rights,
          generally, or by general principles of equity. 










	 	
	 




















         Section 6.3.       
          Noncontravention. The execution, delivery and performance of this
          Agreement and the Other Buyer Agreements do not and will not, with or without
          the giving of notice or the passage of time, or both: (i) violate the
          Articles of Incorporation or By-Laws of the Buyer; (ii) violate any Law; or
          (iii) conflict with, result in a breach of, constitute a default under,
          result in the acceleration of any rights or obligations under, or create in any
          party the right to accelerate, terminate, or modify the existing rights or
          obligations of the Buyer under any loan agreement, indenture, lease, license, or
          other agreement, instrument, commitment or understanding, oral or written, to
          which the Buyer is a party or by which it is bound, or to which any of its
          assets is subject. 



         Section 6.4.       
          Consents. No consent, approval, license or authorization of, or
          filing, recording or registration with, or exemption by, any Governmental
          Authority or any other Person is required in connection with the execution,
          delivery or performance of this Agreement or any of the Other Buyer Agreements
          by the Buyer, or, if required, will have been obtained prior to the Closing. 



         Section 6.5.       
          Litigation. There is no litigation, arbitration, investigation or
          other proceeding pending against or, to the best knowledge of the Buyer,
          threatened against or otherwise affecting, the Buyer which, if determined
          adversely to the Buyer, would prohibit the consummation by the Buyer of the
          transactions contemplated by this Agreement. The Buyer is not subject to, or in
          violation of, any judgment, order, writ, injunction, decree or award of any
          court, arbitrator or other Governmental Authority which prohibits the
          consummation by the Buyer of the transactions contemplated by this Agreement. 



        Section
6.6. Administration of Employee Benefit Plans of Seller. Buyer Group and
employees of the Business have been responsible for the past administration of the
Employee Benefit Plans of Seller. First Indiana and its Affiliates had no responsibility
for the past administration of the Employee Benefit Plans of Seller. There is no
litigation, arbitration, investigation or other proceeding pending against or, to the best
knowledge of the Buyer, threatened against or otherwise related to the Employee Benefit
Plans of the Seller or the administration thereof. 



ARTICLE VII  



Covenants of Parties
Before Closing  



         Section 7.1.       
          General. From the date of this Agreement until the Closing, the
          Seller and the Buyer shall each use its best efforts to take all actions and do
          all things necessary to consummate and make effective the transactions
          contemplated by this Agreement, including the satisfaction of all conditions to
          the Closing required to be satisfied by it. 



         Section 7.2.       
          Notices and Consents. As promptly as practicable after the
          execution of this Agreement: (i) the Buyer shall use its best commercially
          reasonable efforts to obtain 







	 	
	 
















any consents from third Persons that
are necessary           to consummate the transactions contemplated by this Agreement and
the Seller           shall cooperate with the Buyer as required by Section 1.5 above; and
          (ii) the Seller and the Buyer shall each give any notices to, make any
          filings with, and use its best efforts to obtain any authorizations, consents,
          and approvals of Governmental Authorities required to consummate the
          transactions contemplated by this Agreement. In addition, Buyer shall take
          responsibility to obtain the paperwork necessary to assign and transfer
          Seller’s Employee Benefit Plans to Buyer.  



         Section 7.3.       
          Conduct of Business in Ordinary Course. 




       (a)       
          Affirmative Covenants. From the date of this Agreement until the Closing,
          the Seller shall: 



          		    (i)       
               conduct the Business of the Seller only in the ordinary course of business other
               than payment of the Dividends as set forth in Section 2.4 above and the payment
               of any inter-company liabilities, obligations, indebtedness, contracts or
               commitments of the Seller as set forth on Schedule 1.7 attached hereto; 



               



          		    (ii)       
               maintain the necessary cash and cash equivalents to allow for payment of the
               Dividends as set forth in Section 2.4 and the payment of the inter-company
               liabilities, obligations, indebtedness, contracts or commitments of the Seller
               as set forth on Schedule 1.7 attached hereto; 



               



          		    (iii)       
               maintain, keep and preserve its assets and properties in good condition and
               repair and maintain adequate insurance thereon consistent with its past
               practices (except that at the request and expense of the Buyer, the Seller shall
               increase the amount of such insurance as requested by the Buyer); 



               



          		    (iv)       
               with respect to the Business, use its commercially reasonable best efforts to:
               (i) preserve intact the current business organization of the Seller,
               (ii) keep available the services of the current officers, employees, and
               agents of the Seller, and (iii) maintain the relations and goodwill with
               suppliers, customers, landlords, creditors, employees, agents, and others having
               business relationships with the Seller; and 



               



          		    (v)       
               cooperate with the Buyer in its efforts to obtain financing of the Purchase
               Price. 



               




       (b)       
          Negative Covenants. From the date of this Agreement to the Closing, the
          Seller shall not, without the Buyer’s prior written consent: 



          		    (i)       
               merge or consolidate with any other corporation, partnership, limited liability
               company, or other entity, or obligate itself to do so, or issue any new
               membership interests or issue or create any warrants, options, convertible
               securities, or 



               







	 	
	 












  








		
      other
commitments pursuant to which any additional membership                interests may be
authorized, issued, or transferred from treasury; or 
    







          		    (ii)       
               enter into any contract, agreement, commitment or other understanding or
               arrangement not in the ordinary course of its business or which may not be
               terminated upon less than 30 days’ notice without any penalty or
               consideration. 



               



         Section 7.4.       
          Access to Premises and Information. From the date of this
          Agreement until the Closing, the Seller shall, upon reasonable notice and during
          regular business hours, provide to First Indiana and to the Buyer and their
          legal counsel, accountants, and other representatives with full access to all
          premises, properties, personnel, books, records, contracts, and documents
          related to the Business or the Assets, and the Seller shall furnish First
          Indiana and the Buyer with copies of all such documents and such other
          information relating to the affairs of the Business as either may from time to
          time request. 



         Section 7.5.       
          Notice of Changes. From the date of this Agreement until the
          Closing, each party shall give prompt written notice to the other party of any
          development causing any of its representations and warranties contained in this
          Agreement to be untrue; provided, however, that no such notice by any party
          pursuant to this Section 7.5 shall be deemed to amend or supplement such
          party’s representations and warranties contained in this Agreement or to
          prevent or cure any misrepresentation, breach of warranty, or breach of covenant
          by such party, without the written consent of the other party. 



         Section 7.6.       
          Financing. The Buyer shall use its best efforts to obtain whatever
          financing is necessary to consummate the transactions contemplated by this
          Agreement. 



        Section
7.7. Insurance. The Buyer shall obtain professional errors and omissions
liability insurance, which insurance shall contain at least $3,000,000 in aggregate
liability coverage with a maximum of a $250,000 deductible. Such insurance shall name
Seller as an additional insured under the policy with respect to claims arising from any
acts or omissions prior to Closing for a minimum of six (6) years after the Closing. 



        Section
7.8. Real Estate Sub-Lease. The Buyer and First Indiana Bank shall have
mutually agreed to an amendment to the Real Estate Sub-Lease to provide that either party
may terminate the Real Estate Sub-Lease on 120 days notice and to provide that Buyer will
continue to have ingress and egress rights through the sublet space consistent with the
past practice of Seller and First Indiana Bank. 








	 	
	 

















ARTICLE VIII  



Conditions Precedent
to Performance by Buyer  



        The
obligations of the Buyer under this Agreement are subject to the satisfaction, at or
before the Closing, of each of the following conditions, any of which may be waived in
writing by the Buyer in whole or in part: 



         Section 8.1.       
          Representations and Warranties True at Closing. All of the
          representations and warranties of the Seller in this Agreement or in any Other
          Seller Agreements shall be true and correct in all material respects as of the
          date of this Agreement and as of the Closing as if made at the time of the
          Closing, other than representations and warranties that expressly refer to a
          specified time. 



         Section 8.2.       
          Satisfaction of Covenants. The Seller shall have performed and
          complied with in all material respects all covenants and obligations required by
          this Agreement or the Other Seller Agreements to be performed or complied with
          by them prior to the Closing. All documents required to be delivered to the
          Buyer at or before the Closing pursuant to Section 4.2 or otherwise
          pursuant to this Agreement shall have been delivered to the Buyer, and the form
          and content of all such documents shall be reasonably satisfactory to the Buyer
          and its legal counsel. 



         Section 8.3.       
          No Adverse Proceedings. As of the Closing Date, no litigation,
          legal action, suit, arbitration, investigation, claim, proceeding, injunction,
          order, decree, or judgment shall be made, entered, pending, or threatened
          against the Seller, the Buyer or the Buyer Group, which may enjoin or prevent
          the consummation of the transactions contemplated by this Agreement. 



         Section 8.4.       
          Closing Certificate. The Seller shall have delivered to the Buyer
          a certificate, dated as of the Closing Date, signed by the manager of the
          Seller, certifying, in such detail as the Buyer may reasonably request, that the
          conditions specified in Sections 8.1 through 8.4 of this Agreement have
          been fully satisfied. 



         Section 8.5.       
          Certified Resolutions. The Seller shall have delivered to the
          Buyer copies of resolutions duly adopted by the sole member and manager of the
          Seller, in such form as shall be reasonably satisfactory to the Buyer,
          authorizing the execution, delivery and performance of this Agreement and all
          Other Seller Agreements and all other corporate action necessary or proper to
          consummate the transactions contemplated by this Agreement, which copies of such
          resolutions shall be certified as true and correct by the manager of the Seller. 



         Section 8.6.       
          Certificate of Existence. The Seller shall have delivered to the
          Buyer a certificate of existence with respect to the Seller from the Secretary
          of State of the State of Indiana, dated within ten (10) days before the Closing
          Date. 



         Section 8.7.       
          Opinion of Counsel. The Buyer shall have received from Bose
          McKinney & Evans LLP, legal counsel for the Seller, a written opinion
          dated as of the Closing Date, substantially in the form of Exhibit F
          attached hereto. In rendering such opinion, such legal counsel may rely on
          (i) certificates of governmental officials, and 






	 	
	 


















(ii) certificates and
          affidavits of officers of the Seller as to matters of fact, provided that all
          such certificates and affidavits are attached to the opinion letter of such
          legal counsel delivered to the Buyer.  



         Section 8.8.       
          Buyer Consents. Each of the consents specified in Schedule
          8.8 attached hereto shall have been obtained by the Buyer and must be in
          full force and effect as of the Closing. 



         Section 8.9.       
          Additional Documents. The Seller shall have delivered to the Buyer
          all other instruments and documents as the Buyer may reasonably request for the
          purpose of (i) evidencing the accuracy of any of the representations and
          warranties of the Seller, (ii) evidencing the performance by the Seller of,
          or the compliance by the Seller with, any covenant or obligation required to be
          performed or complied with by the Seller, (iii) evidencing the satisfaction
          of any condition referred to in this Article VIII, or (iv) otherwise
          facilitating the consummation or performance of the transactions contemplated by
          this Agreement. 



ARTICLE IX  



Conditions Precedent
to Performance By Seller  



        The
obligations of the Seller under this Agreement are subject to the satisfaction, at or
before the Closing, of each of the following conditions, any of which may be waived in
writing by the Seller in whole or in part: 



         Section 9.1.       
          Representations and Warranties are True at Closing. All of the
          representations and warranties of the Buyer contained in this Agreement or in
          any Other Buyer Agreements shall be true and correct in all material respects as
          of the date of this Agreement and as of the Closing as if made at the time of
          the Closing, other than representations and warranties that expressly refer to a
          specified time. 



         Section 9.2.       
          Satisfaction of Covenants. The Buyer shall have performed and
          complied with in all material respects all covenants and obligations required by
          this Agreement or the Other Buyer Agreements to be performed or complied with by
          the Buyer on or before the Closing. The Buyer shall have paid the Purchase Price
          to the Seller pursuant to Sections 2.1 and 2.2; Seller, pursuant to Section 2.4,
          shall be satisfied, in its sole judgment, that the Seller has cash and cash
          equivalents on hand and on deposit, together with the Dividends paid, amounting
          to not less than Five Million Four Hundred Thousand Dollars ($5,400,000); and
          all documents required to be delivered to the Seller or First Indiana at or
          before the Closing pursuant to Section 4.3 or otherwise pursuant to this
          Agreement shall have been delivered to the Seller, and the form and content of
          all such documents shall be reasonably satisfactory to the Seller and its legal
          counsel. 









	 	
	 

















         Section 9.3.       
          No Adverse Proceedings. As of the Closing Date, no litigation,
          legal action, suit, arbitration, investigation, claim or proceeding, injunction,
          order, decree, or judgment shall be made, entered, pending, or threatened
          against the Seller, the Buyer or the Buyer Group, which may enjoin or prevent
          the consummation of the transactions contemplated by this Agreement. 



         Section 9.4.       
          Closing Certificate. The Buyer shall have delivered to the Seller
          a certificate, dated as of the Closing Date, signed by the President of the
          Buyer, certifying, in such detail as the Seller may reasonably request, that the
          conditions specified in Sections 9.1 through 9.3 have been satisfied. 



         Section 9.5.       
          Certified Resolutions. The Buyer shall have delivered to the
          Seller copies of resolutions duly adopted by the Buyer, in such form as shall be
          reasonably satisfactory to the Seller, authorizing the execution, delivery, and
          performance of this Agreement and the Other Buyer Agreements and all other
          corporate action necessary or proper to consummate the transactions contemplated
          by this Agreement, which copies of such resolutions shall be certified as true
          and correct by the Secretary of the Buyer. 



         Section 9.6.       
          Certificate of Existence. The Buyer shall have delivered to the
          Seller a certificate of existence with respect to the Buyer from the Secretary
          of State of the State of Indiana, dated within ten (10) days before the Closing
          Date. 



         Section 9.7.       
          Opinion of Counsel. The Seller shall have received from Bingham
          McHale LLP, legal counsel for the Buyer, a written opinion, dated as of the
          Closing Date, substantially in the form of Exhibit G attached hereto. In
          rendering such opinion, such legal counsel may rely on (i) certificates of
          governmental officials, and (ii) certificates and affidavits of officers of
          the Buyer as to matters of fact, provided that all such certificates and
          affidavits are attached to the opinion letter of such legal counsel delivered to
          the Seller. 



         Section 9.8.       
          Additional Documents. The Buyer shall have delivered to the Seller
          all other instruments and documents as the Seller may reasonably request for the
          purpose of (i) evidencing the accuracy of any of the representations and
          warranties of the Buyer, (ii) evidencing the performance by the Buyer of,
          or the compliance by the Buyer with, any covenant or obligation required to be
          performed or complied with by the Buyer, (iii) evidencing the satisfaction
          of any condition referred to in this Article IX, or (iv) otherwise
          facilitating the consummation or performance of the transactions contemplated by
          this Agreement. 







	 	
	 

















ARTICLE X  



Post-Closing Covenants  



         Section 10.1.       
          Discharge of Business Obligations. After the Closing, the Seller
          shall pay and discharge on a timely basis all liabilities, debts and obligations
          of the Seller not assumed by the Buyer pursuant to this Agreement. 



         Section 10.2.       
          Preservation of Books and Records. For a period of six (6) years
          after the Closing Date, the Seller and the Buyer shall each preserve all books
          and records possessed or to be possessed by them relating to the assets,
          liabilities or business of the Business on or prior to the Closing Date. After
          the Closing Date, where there is a legitimate purpose, upon prior reasonable
          written request specifying the need therefor and during regular business hours,
          each party shall provide the other party with access to such books and records
          in its possession relating to the assets, liabilities or business of the
          Business prior to the Closing Date, and the other party shall have the right to
          make copies of such books and records; provided, however, that such right of
          access and to copy books and records shall be subject to all confidentiality
          covenants contained in this Agreement. After such six (6)-year period, all of
          such books and records may be destroyed, except those books and records which
          either party specifically requests to be retained, in which event the cost of
          storing and delivering such retained books and records shall be borne by the
          party requesting them to be retained. 



         Section 10.3.       
          Seller’s Change of Name. After the Closing Date, the Seller
          shall not use, directly or indirectly, the name “Somerset Financial
          Services,” “Somerset” or any name similar thereto. At or prior to
          the Closing, the Seller shall have taken all necessary action, other than making
          any necessary governmental filings, to change its name effective as of the
          Closing Date to another name bearing no similarity to “Somerset Financial
          Services” or “Somerset,” and shall within two Business Days after
          the Closing, make such filings as may be necessary to change the name of the
          Seller and withdraw or terminate any assumed business name filings which include
          or are similar to “Somerset Financial Services” or
          “Somerset,” including, without limitation, an amendment to the
          Articles of Organization of the Seller. 



ARTICLE XI  



Survival of
Representations, Warranties and 

  Covenants; Indemnification  



         Section 11.1.       
          Survival of Representations, Warranties and Covenants. 




       (a)       
          All representations and warranties of and by the Seller and the Buyer contained
          in this Agreement (including the indemnification obligations of the parties
          under Sections 11.2(a) and 11.3(a) for breaches of representations and
          warranties) or in any Other Seller Agreement or Other Buyer Agreement shall
          survive the Closing and shall continue in full force and effect forever
          thereafter, subject only to any applicable statutes of limitations. 




       (b)       
          All covenants and obligations of the Seller and the Buyer contained in this
          Agreement or in any Other Seller Agreement or Other Buyer Agreement shall
          survive the 







	 	
	 

















Closing and shall continue in full
force and effect for the time           period expressly specified for the performance of
such covenant or obligation,           and all covenants and obligations for which no
time period for performance is           expressly specified shall survive the Closing
and shall continue in full force           and effect, subject only to any applicable
statutes of limitations, except that:  



          		    (i)       
               the covenants and obligations of the parties set forth in Article VII shall
               be deemed to be conditions to the Closing and shall not survive the Closing; and 



               



          		    (ii)       
               the indemnification obligations of the parties under Sections 11.2(a) and
               11.3(a) for breaches of representations and warranties shall survive the Closing
               for the periods set forth in paragraph (a) of this Section 11.1. 



               




       (c)       
          The right of any party to indemnification, payment of damages, or other remedy
          based upon such representations, warranties, covenants and obligations shall not
          be impaired or otherwise affected by any investigation conducted by such party
          prior to the Closing or by the fact that such party knew or had reason to know
          prior to the Closing of the inaccuracy of or non-compliance with any such
          representation, warranty, covenant or obligation. 



         Section 11.2.       
          Indemnification by Seller. The Seller shall indemnify and hold
          harmless the members of the Buyer Group and the Buyer and its officers,
          directors, employees, agents, attorneys, advisors, representatives, and their
          respective successors and assigns (collectively, the “Buyer
          Indemnitees”), from and against, and shall pay or reimburse the Buyer
          Indemnitees for, any and all losses, liabilities, damages (including punitive,
          incidental and consequential damages), diminution in value, obligations, claims,
          proceedings, fines, deficiencies and expenses (including reasonable
          attorneys’ and accountants’ fees and disbursements incurred in the
          investigation or defense of any of the foregoing or in the enforcement or
          assertion of their indemnity rights hereunder), whether or not involving a third
          party claim (collectively, the “Losses”), arising out of,
          resulting from, or in connection with: 




       (a)       
          Any inaccuracy of any representation or breach of any warranty made by the
          Seller in this Agreement or in any Other Seller Agreement (including any
          allegations by any third Person that, if true, would mean that the Seller has
          breached any of its representations or warranties); 




       (b)       
          Any failure by the Seller to perform or comply with any covenant or obligation
          contained in this Agreement or in any Other Seller Agreement (including any
          allegations by any third Person that, if true, would mean that the Seller has
          failed to perform or comply with any of its covenants or obligations); 









	 	
	 




















       (c)       
          Any debt, liability or obligation of the Seller not assumed by the Buyer
          pursuant to this Agreement or with respect to assets of the Seller not purchased
          by the Buyer pursuant to this Agreement as identified above in Section 1.7; 




       (d)       
          Any Taxes owed by Seller or First Indiana other than those identified in
          Sections 3.3 and 3.4 above; and 




       (e)       
          Any broker’s or finder’s fee or other commission resulting from any
          services alleged to have been rendered to or at the request of Seller or First
          Indiana with respect to this Agreement or any of the transactions contemplated
          by this Agreement. 



         Section 11.3.       
          Indemnification by Buyer. The Buyer shall indemnify and hold
          harmless the Seller and First Indiana and its direct and indirect subsidiaries,
          and any of their officers, directors, members, managers, employees, agents,
          attorneys, advisors, and representatives, and their respective successors and
          assigns (collectively, the “Seller Indemnitees”), from and
          against, and shall pay or reimburse the Seller Indemnitees for, any and all
          losses, liabilities, damages (including punitive, incidental and consequential
          damages), diminution in value, obligations, claims, proceedings, fines,
          deficiencies and expenses (including reasonable attorneys’ and
          accountants’ fees and disbursements incurred in the investigation or
          defense of any of the foregoing or in the enforcement or assertion of their
          indemnity rights hereunder), whether or not involving a third party claim
          (collectively, the “Losses”), arising out of, resulting from, or in
          connection with: 




       (a)       
          Any inaccuracy of any representation or breach of any warranty made by the Buyer
          in this Agreement or in any Other Buyer Agreement (including any allegations by
          any third Person that, if true, would mean that the Buyer has breached any of
          its representations or warranties); 




       (b)       
          Any failure by the Buyer to perform or comply with any covenant or obligation
          contained in this Agreement or in any Other Buyer Agreement (including any
          allegations by any third Person that, if true, would mean that the Buyer has
          failed to perform or comply with any of its covenants or obligations); 




       (c)       
          Any debt, liability or obligation of the Seller or First Indiana assumed by the
          Buyer pursuant to this Agreement, including but not limited to the Assumed
          Liabilities, the Assumed Contracts and the Guaranty; 




       (d)       
          Any liability of the Seller, First Indiana or any other Person (i) for any Taxes
          resulting or arising from the operation of the Business by Buyer after the
          Closing, other than Taxes arising in connection with the transactions
          contemplated by this Agreement, or (ii) under the Worker Adjustment and
          Retaining Notification Act resulting from Seller’s termination of its
          employees in accordance with Section 3.1 of this Agreement or Buyer’s
          employment of such employees on or after the Closing; 










	 	
	 





















       (e)       
          (i) Any product shipped or service performed by or on behalf of the Seller prior
          to or on the Closing Date or by the Buyer on or subsequent to the Closing Date,
          and (ii) any act, omission, event, state of facts or other condition by or on
          behalf of the Seller, prior to or on the Closing Date and not specifically
          excluded above by Sections 1.2, 1.7, or 1.8, or by the Buyer on or subsequent to
          the Closing Date; and 




       (f)       
          Any broker’s or finder’s fee or other commission resulting from any
          services alleged to have been rendered to or at the request of the Buyer with
          respect to this Agreement or any of the transactions contemplated by this
          Agreement. 



         Section 11.4.       
          Notice of Indemnification. Any party seeking indemnification (the
          “Indemnified Party”) from any other party (the
          “Indemnifying Party”) with respect to any matter pursuant to
          Sections 11.2 or 11.3 herein shall notify the Indemnifying Party of the
          existence of its claim for indemnification (the “Claim”),
          setting forth in reasonable detail the facts and circumstances pertaining
          thereto and the basis for the Indemnified Party’s right to indemnification
          (the “Notice of Claim”); provided, however, that the
          Indemnified Party shall not be entitled to any indemnification with respect to
          any Claim unless such Notice of Claim is given to the Indemnifying Party prior
          to or on the thirtieth (30th) day after the expiration of the applicable
          survival period for such Claim set forth in Section 11.1 with respect to the
          survival of representations, warranties, covenants and obligations. 



         Section 11.5.       
          Other Indemnification Provisions. The indemnification provisions
          contained in this Article XI are in addition to, and not in derogation of,
          any statutory, equitable, or common law remedy which any party may have for any
          breach of representation, warranty, or covenant. 



         Section 11.6.       
          Insurance Proceeds. The amounts for which the Indemnifying Party
          shall be liable to the Indemnified Party under this Article XI shall be reduced
          by the amount of any insurance proceeds received by the Indemnified Party in
          connection with any Claim. 



ARTICLE XII  



Termination of
Agreement  



         Section 12.1.       
          Termination Events. This Agreement may be terminated prior to or
          at the Closing: 




       (a)       
          By the mutual written consent of the Buyer and the Seller; 




       (b)       
          By the Buyer, by notice given to the Seller prior to or at the Closing, if:
          (i) any representation or warranty made by the Seller in this Agreement or
          in any Other Seller Agreement is inaccurate in any material respect as of the
          date when made; or (ii) the Seller fails to perform and comply with in any
          material respect any covenant or obligation required to be performed or complied
          with by it by this Agreement or Other Seller Agreement; 







	 	
	 





















       (c)       
          By the Buyer, by notice given to the Seller prior to or at the Closing, if any
          condition set forth in Article VIII has not been satisfied as of the
          Closing Date or if the satisfaction of any such condition is or becomes
          impossible (other than through the failure of the Buyer to comply with its
          obligations under this Agreement), and the Buyer has not waived such condition
          on or before the Closing Date; 




       (d)       
          By the Seller, by notice given to the Buyer prior to or at the Closing, if:
          (i) any representation or warranty made by the Buyer in this Agreement or
          in any Other Buyer Agreement is inaccurate in any material respect as of the
          date when made; or (ii) the Buyer fails to perform and comply with in any
          material respect any covenant or obligation required to be performed or complied
          with by it by this Agreement or Other Buyer Agreement; 




        (e)       
          By the Seller, by notice given to the Buyer prior to or at the Closing, if any
          condition set forth in Article IX has not been satisfied as of the Closing Date
          or if the satisfaction of any such condition is or becomes impossible (other
          than through the failure of the Seller to comply with its obligations under this
          Agreement), and the Seller has not waived such condition on or before the
          Closing Date; or 




       (f)       
          By either the Buyer or the Seller, by notice given by the terminating party to
          the other party, if the Closing has not occurred (other than through the failure
          of the terminating party to comply fully with its obligations under this
          Agreement) on or before December 31, 2004, or such later date as the parties may
          agree upon. 




    Section 12.2.       
          Effect of Termination. 




       (a)       
          If this Agreement is terminated by either party in accordance with
          Section 12.1, except as expressly provided otherwise in this
          Section 12.2, all further obligations of the parties under this Agreement
          shall terminate, except that the obligations set forth in Sections 13.1,
          13.3 and 13.7 shall survive the termination of this Agreement. 




       (b)       
          If this Agreement is terminated by either party in accordance with
          Section 12.1, the non-terminating party shall have no liability to the
          terminating party by reason of such termination, unless the non-terminating
          party willfully fails to perform or comply with in any material respect any
          covenant or obligation required to be performed or complied with by it by this
          Agreement, or unless any representation or warranty of the non-terminating party
          in this Agreement was known by the non-terminating party to be inaccurate in any
          material respect as of the date of this Agreement, in which events the
          terminating party’s right to pursue all legal remedies shall survive such
          termination of this Agreement unimpaired, and without limiting the generality of
          the foregoing, the terminating party shall be entitled to enforce all legal and
          equitable remedies available and to recover all costs and expenses incurred by
          the terminating party in connection with the negotiation, preparation, 







	 	
	 
















performance and enforcement of this
Agreement, including reasonable           attorneys’ and accountants’ fees and
disbursements.  




       (c)       
          If either party terminates this Agreement not in accordance with
          Section 12.1, the non-terminating party shall be entitled to enforce all
          legal and equitable remedies available and to recover all costs and expenses
          incurred by the non-terminating party in connection with the negotiation,
          preparation, performance and enforcement of this Agreement, including reasonable
          attorneys’ and accountants’ fees and disbursements. 




       (d)       
          Except as expressly provided otherwise in paragraph (b) of this
          Section 12.2, each party’s right of termination under
          Section 12.1 is in addition to any other rights that it may have under this
          Agreement or otherwise, and the exercise of the right of termination of this
          Agreement will not constitute an election of remedies. 



ARTICLE XIII  



Miscellaneous
Provisions  



         Section 13.1.       
          Expenses. Except as provided otherwise in this Agreement
          (including, without limitation, Section 12.2), whether or not the transactions
          contemplated by this Agreement are consummated, each of the parties to this
          Agreement shall pay its own fees and expenses incurred in connection with the
          negotiation, preparation and execution of this Agreement and the related
          agreements and documents referred to herein, and the consummation of all
          transactions contemplated by this Agreement, including, without limitation, all
          attorneys’, accountants’, investment bankers’ and financing fees.
          In the event of the 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. 



         Section 13.2.       
          Public Announcements. No party hereto shall issue any press
          release or make any public announcement relating to the subject matter of this
          Agreement prior to the Closing except for such written information as shall have
          been approved in writing as to form and content by both the Buyer and the
          Seller; provided, however, that any party may make any public disclosure it
          believes in good faith is required by applicable law, regulation or any listing
          or trading agreement concerning its publicly-traded securities, including
          without limitation, a press release and the filing of 8-K reports by First
          Indiana regarding this Agreement, in which case the disclosing party shall use
          its reasonable efforts to allow the other party the opportunity to review and
          comment on such disclosure prior to making such disclosure. 



         Section 13.3.       
          Confidentiality. Unless and until the Closing has been
          consummated, the parties shall maintain in confidence, and shall cause their
          respective directors, officers, members, managers, employees, agents and
          advisors to maintain in confidence, all information and documents obtained in
          confidence from another party in connection with this 








	 	
	 



















Agreement or the
          transactions contemplated hereby, whether obtained before or after the date of
          this Agreement, and shall not use any of such information or documents to the
          detriment of another party, unless (i) 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, (ii) 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
transactions           contemplated by this Agreement, or (iii) such information is
required to be           disclosed under applicable law or by legal proceedings. If the
transactions           contemplated herein are not consummated, each party will return to
the other           party such written information and documents, and copies thereof, as
the other           party may reasonably request.  



         Section 13.4.       
          Further Assurances. The Seller shall, whether before, at, or after
          the Closing, execute, acknowledge, and deliver such deeds, assignments,
          conveyances, instruments of transfer, documents, and other assurances, and shall
          take such other actions consistent with the terms of this Agreement as may be
          reasonably requested by the Buyer. If requested by the Buyer, the Seller further
          agrees to prosecute or otherwise enforce in its own name for the benefit of the
          Buyer any claims, rights, or benefits that are transferred to the Buyer by this
          Agreement and that require the prosecution or enforcement in the Seller’s
          name; provided, however, that any such prosecution or enforcement shall be
          solely at the Buyer’s expense, unless the prosecution or enforcement is
          made necessary by a breach of this Agreement by the Seller. 



         Section 13.5.       
          No Third Party Beneficiaries. Except as expressly provided
          otherwise herein, this Agreement shall not confer any rights or remedies upon
          any Person other than the parties hereto and their respective successors and
          permitted assigns. 




    Section 13.6.       
          Notices. Except as expressly provided otherwise in this Agreement,
          any notice, request, claim or other communication required to be given pursuant
          to this Agreement shall be in writing and shall be either: (i) delivered
          personally to the party to be notified, (ii) sent by registered or certified
          United States Mail, first-class postage prepaid, return receipt requested, to
          the party to be notified at such party’s address specified below, (iii)
          delivered by an overnight delivery courier service to the party to be notified
          at such party’s address specified below, or (iv) transmitted by facsimile
          to the party to be notified at such party’s facsimile number specified
          below: 


  	If to the Seller or  

      First Indiana, to:	     	With a copy to:
	 	 	 
	Robert H. Warrington, President
                      

      First Indiana Corporation 

      2800 First
Indiana Plaza 

                                   135 North Pennsylvania Street 

                       Indianapolis, Indiana 46204 

                                (317)
269-1290 (facsimile)	 	David A. Butcher, Esq.
              

      Bose McKinney & Evans LLP 

                 2700 First Indiana Plaza             

      135
North Pennsylvania Street 

      Indianapolis, Indiana 46204 

       (317) 223-0123
(facsimile)






  






	 	
	 





















  	If to the Buyer or  

        Buyer Group, to:	     	With a copy to:
	 	 	 
	Patrick J. Early, President 

                                  Somerset CPAs, P.C. 

                                          3925 River Crossing Parkway 

                                  Third Floor 

                                                  Indianapolis, Indiana 46240 

                                  (317) 208-1200 (facsimile)	 	David R. Prechtel, Esq.     

        Bingham
McHale LLP          

        2700 Market Tower 

                  10 West Market Street 

              Indianapolis,
Indiana 46204 

         (317) 236-9907 (facsimile)




  



Any such notice shall be deemed to
have been given as of the earlier of: (a) the date of actual receipt of such notice,
or (b) the third Business Day following the date on which the mail containing such
notice is posted if sent by certified or registered United States Mail, or (c) the
first Business Day after such notice is delivered to an overnight delivery courier service
for delivery to the address specified above for the party to be notified, or (d) the date
of the confirmed transmission of any notice by facsimile. Any party to this Agreement may
designate a different address or facsimile number to which notices are to be sent to such
party by notifying all other parties to this Agreement as to such different address or
facsimile number in the manner set forth above in this Section. 



         Section 13.7.       
          No Finders. The Seller warrants to the Buyer, and the Buyer
          warrants to the Seller and First Indiana, that they have not incurred any
          obligation or liability, contingent or otherwise, to pay any broker’s or
          finder’s fees, commissions, or other similar fees by reason of any act done
          by them in connection with the transactions contemplated by this Agreement. 



         Section 13.8.       
          Entire Agreement. This Agreement, together with all Exhibits
          attached hereto and any and all other Schedules attached hereto, constitutes the
          entire agreement between the parties hereto with respect to the subject matter
          hereof and supersedes all prior and contemporaneous agreements, representations,
          and understandings of the parties, written or oral. 



         Section 13.9.       
          Amendments and Waivers. No supplement, modification, or amendment
          of any provision of this Agreement shall be binding unless executed in writing
          by all of the parties to this Agreement. No provision of this Agreement shall be
          deemed to have been waived unless such waiver is executed in writing by the
          party waiving such provision. No waiver of any provision of this Agreement shall
          constitute a waiver of any other provision of this Agreement. No waiver of any
          breach or violation of any provision of this Agreement shall constitute a waiver
          of any subsequent breach of such provision. 



         Section 13.10.       
          Severability. If any provision of this Agreement is held or declared
          to be unenforceable, invalid or void, then such provision shall be deemed to be
          severable from the remaining provisions of this Agreement, and such declaration
          or holding shall in no way 







	 	
	 




















impair or affect the validity or
enforceability of           the remaining provisions of this Agreement, which shall then
be construed as if           such invalid or unenforceable provision were omitted.  



         Section 13.11.       
          Controlling Law. This Agreement and the rights and obligations of the
          parties hereto shall be governed by and construed in accordance with the laws of
          the State of Indiana without giving effect to any choice or conflict of law
          provision or rule (whether of the State of Indiana or any other jurisdiction)
          that would cause the application of the laws of any jurisdiction other than the
          State of Indiana. 



         Section 13.12.       
          Consent to Jurisdiction. Each of the parties hereto submits and
          consents to the jurisdiction of any state or federal court of competent
          jurisdiction located in Marion County, Indiana, in any action or proceeding
          arising out of or relating to this Agreement, agrees that all claims in respect
          of such action or proceeding may be heard and determined in any such court,
          waives any defense of inconvenient forum to the maintenance of any action or
          proceeding in such court, and agrees that service of process upon it in any such
          action or proceeding shall be effective if mailed by registered or certified
          mail to it at its address specified in Section 13.6. Each party also agrees
          not to bring any action or proceeding arising out of or relating to this
          Agreement in any other court. However, nothing in this Section shall affect the
          right of any party to serve legal process in any other manner permitted by law. 



         Section 13.13.       
          Remedies. All rights and remedies provided in this Agreement shall be
          cumulative and in addition to all other rights and remedies now or hereafter
          available at law or in equity or by any other agreement or contract, or
          otherwise. No delay in exercising any right or remedy, nor any single or partial
          exercise of any right or remedy, shall preclude any other or further exercise
          thereof or the exercise of any other right or remedy. 



         Section 13.14.       
          Enforcement. If any legal action, arbitration, or other proceeding is
          brought for the enforcement of this Agreement, or because of an alleged breach,
          default or violation of any provision of this Agreement, then, in addition to
          any and all other remedies which may be available, the prevailing party or
          parties shall be entitled to recover from the non-prevailing party or parties
          all costs and expenses, including reasonable attorneys’ fees, paid or
          incurred in such action or proceeding. 



         Section 13.15.       
          Successors and Assigns. This Agreement shall be binding upon, and
          inure to the benefit of, the parties hereto and their respective successors and
          permitted assigns. No party may assign this Agreement or its rights or
          obligations hereunder without the prior written consent of all other parties
          hereto; provided, however, that the Buyer may, without the consent of the Seller
          or First Indiana, assign any or all of its rights hereunder to one or more of
          its Affiliates and/or designate one or more of its Affiliates to perform its
          obligations hereunder (in which event the Buyer shall nonetheless remain
          responsible for the performance of all of its obligations hereunder). 









	 	
	 



















         Section 13.16.       
          Definitions. Certain capitalized terms used in this Agreement shall
          have the meanings assigned to such terms by parenthetic reference throughout
          this Agreement. In addition, except where the context of their use clearly
          requires a different interpretation, the following terms used in this Agreement
          shall have the following meanings: 



        “Affiliate”
means, with respect to any Person: (i) any other Person directly or indirectly
controlling, controlled by, or under common control with such Person, (ii) any other
Person owning or controlling 10% or more of the outstanding voting interests of such
Person, (iii) any officer, director, manager or general partner of such Person, or
(iv) any other Person who is an officer, director, manager, general partner, trustee,
or holder of 10% or more of the voting interests of any Person described in clauses (i)
through (iii) of this sentence. For purpose of this definition, the terms
“controls,” “is controlled by,” or “is under common control
with” shall mean the possession, direct or indirect, of the power to direct or cause
the direction of the management and policies of such a Person, whether through the
ownership of voting securities, by contract or otherwise. 



        “Agreement”
means this Asset Purchase Agreement, as amended from time to time. 



        “Business
Condition” means, with respect to any Person, the business, financial condition,
earnings, cash flow, operations, properties, or prospects of such Person. 



        “Business
Day” means any day excluding Saturday, Sunday and any day which is a legal
holiday under the laws of the State of Indiana or is a day on which banking institutions
located in such state are authorized or required by law or other governmental action to
close. 



        “Employee
Benefit Plan” means any (i) nonqualified deferred compensation or retirement
plan or arrangement, (ii) qualified defined contribution retirement plan or
arrangement which is an Employee Pension Benefit Plan, (iii) qualified defined
benefit retirement plan or arrangement which is an Employee Pension Benefit Plan
(including any Multiemployer Plan), or (iv) Employee Welfare Benefit Plan or material
fringe benefit or other retirement, bonus, or incentive plan or program. 



        “Employee
Pension Benefit Plan” has the meaning set forth in ERISA §3(2). 



        “Employee Welfare
Benefit Plan” has the meaning set forth in ERISA §3(1). 



        “ERISA”
means the Employee Retirement Income Security Act of 1974, as amended, or any successor
law. 



        “Fiduciary”
has the meaning set forth in ERISA §3(21). 









	 	
	 


















        “GAAP”
means generally accepted accounting principles and practices recognized as such by the
American Institute of Certified Public Accountants acting through its Accounting
Principles Board or by the Financial Accounting Standards Board or through other
appropriate boards or committees thereof in effect from time to time. 



        “Governmental
Authority” means any government or any nation, state, province, commonwealth,
territory, possession, county, parish, town, township, village, municipality, or other
political subdivision thereof, or any governmental department, commission, board, bureau,
agency, or other Person or entity exercising executive, legislative, judicial, regulatory
or administrative functions of, or pertaining to, government, including any court or
arbitration panel, whether now or hereafter constituted or existing. 



        “IRC”
means the Internal Revenue Code of 1986, as amended, or any successor law. 



        “Multiemployer Plan”
has the meaning set forth in ERISA §3(37). 



        “Other
Buyer Agreements” means the Liabilities Assumption Agreement, the Assignment and
Assumption of Agreement of Lease, the Assignment and Assumption Agreement and any other
agreements, instruments, certificates and documents required to be executed by or on
behalf the Buyer pursuant to this Agreement. 



        “Other
Seller Agreements” means the Bill of Sale, the Assignment and Assumption of
Agreement of Lease, the Assignment and Assumption Agreement and any other agreements,
instruments, certificates and documents required to be executed by or on behalf the Seller
pursuant to this Agreement. 



        “Person”
(whether or not capitalized) means and includes a natural person, corporation, limited
partnership, general partnership, limited liability company, joint venture, association,
company, trust, bank, trust company, land trust, business trust or other organization,
whether or not a legal entity, and any government, agency, or political subdivision
thereof. 



        “Schedule”
means the Schedules attached hereto, as amended from time to time in accordance with this
Agreement. 



        “Subsidiary”
means any corporation, association or other business entity of which more than 50% of the
total voting power of shares of stock entitled (without regard to the occurrence of any
contingency) to vote in the election of directors, managers or trustees thereof is at the
time owned or controlled, directly or indirectly, by any Person or one or more of the
other Subsidiaries of that Person or a combination thereof. 



        “Taxes”
means any and all federal, state, local, and foreign income, gross receipts, real
property, personal property, including but not limited to Property Taxes, sales, 






	 	
	 


















use, transfer, value added,
franchise, license, payroll, employment, excise, severance, stamp, occupation, windfall
profits, environmental, customs duties, withholding, social security, unemployment,
disability, alternative or add-on minimum, and other taxes of any kind whatsoever,
including any and all deficiencies, assessments, charges, interest and penalties related
thereto.  



         Section 13.17.       
          Accounting Terms. All accounting and financial terms used in this
          Agreement shall have the meanings given to such terms in accordance with GAAP,
          except as expressly provided otherwise in this Agreement. 




    Section 13.18.       
          Rules of Construction. 




       (a)       
          The parties have participated jointly in the negotiation and drafting of this
          Agreement. In the event that an ambiguity or question of intent or
          interpretation arises, this Agreement shall be construed as if drafted jointly
          by the parties, and no presumption or burden or proof shall arise favoring or
          disfavoring any party by virtue of the authorship of any of the provisions of
          this Agreement. Any reference to any federal, state, local, or foreign statute
          or law shall be deemed also to refer to all rules and regulations promulgated
          thereunder, unless the context requires otherwise. The headings of Articles,
          Sections, Subsections, and paragraphs in this Agreement are for descriptive
          purposes only and shall not control, alter, or otherwise affect the meaning,
          scope or intent of any provisions of this Agreement. Except as expressly
          provided otherwise in this Agreement, any reference to an Article, Section,
          Subsection, Exhibit or Schedule shall mean and refer to an Article, Section,
          Subsection, Exhibit or Schedule of this Agreement. Except where the context of
          their use clearly requires a different interpretation, wherever they appear in
          this Agreement: (i) singular terms shall include the plural, and masculine
          terms shall include the feminine or neuter, and vice versa, to the extent
          necessary to give the defined terms or other terms used in this Agreement their
          proper meanings; (ii) the terms “herein,” “hereof,”
          “hereunder,” “hereto,” “hereinafter,”
          “hereinbefore,” and similar words shall mean and refer to this
          Agreement in its entirety and not to any specific Article, Section, Subsection,
          or paragraph of this Agreement; and (iii) the word “including”
          shall mean “including, without limitation.” 




       (b)       
          An individual will be deemed to have “knowledge” or to be
          “aware” of a particular fact or other matter if: (i) such
          individual is actually aware of such fact or other matter; or (ii) a
          prudent individual could be expected to discover or otherwise become aware of
          such fact or other matter in the course of conducting a reasonably comprehensive
          investigation concerning the existence of such fact or other matter. Seller
          shall be deemed to have “knowledge” of a particular fact or other
          matter only if either Robert H. Warrington, President of First Indiana, or
          William J. Brunner, Vice President, Chief Financial Officer and Treasurer of
          First Indiana, has knowledge of such fact or other matter. 




       (c)       
          The parties intend that each representation, warranty, covenant and obligation
          contained herein shall have independent significance. 








	 	
	 



















       (d)       
          It is understood that the actions taken by the Seller under this Agreement are
          taken by First Indiana as sole member and manager of the Seller. 



         Section 13.19.       
          Incorporation by Reference. All Schedules and Exhibits identified
          herein are hereby incorporated herein by this reference. 



         Section 13.20.       
          Counterparts. This Agreement may be executed in any number of
          counterparts and by different parties hereto in separate counterparts, each of
          which when so executed shall be deemed an original, but all of such counterparts
          together shall constitute but one and the same instrument. 








	 	
	 



















        IN
WITNESS WHEREOF, the parties hereto have executed this Agreement, or multiple counterparts
thereof, each of which is deemed to be an original, on the date first above written. 

	     	SELLER:  
	 	 
	 	SOMERSET
      FINANCIAL SERVICES, L.L.C.
	 	 
	 	By:  First
      Indiana Corporation, its Sole Member 

                 and Manager
      
	 	 
	 	 	By: 	/s/ Robert
      H. Warrington 
	 	 	 
    	
      

      Robert H. Warrington,
      President
	 	 
	 	BUYER:
	 	 
	 	SOMERSET
      CPAs, P.C.
	 	 	 
	 	By:	 /s/ Patrick
      J. Early
	 	 	
      

    
	 	Its:
      President