Exhibit 10.2

     This  Purchase  Agreement  (this  "Agreement')  dated  October  30 2009, is
                                        ---------
entered  into  between  Merchant  Processing,  International, Inc., a California
corporation  (the  "Seller"),  and  Solveras,  Inc.,  a  Tennessee  corporation
                   -------
("Purchaser").
  ----------

     WHEREAS, pursuant to the terms of an agent agreement by and between Payment
Resource International, LLC ("PRI) and Seller dated as of August I, 2005 and
assigned by PRI to TransFirst, LLC (as amended, the "Agent Agreement"), Seller
has marketed the services of PRI or its designee to various merchants, and
Seller has the right to receive compensation with respect to the credit and
debit transactions of the merchants to whom it has marketed PRI's services, a
copy of which is attached hereto as Exhibit A, (the "Agent Agreement"); and
                                    ----------      -----------------

     WHEREAS, Seller has, pursuant to the Agent Agreement, solicited certain
merchants, a list of which is attached hereto as Exhibit B (collectively, the
                                                 ---------
"Merchants"or the "Merchant Accounts") to which the Seller has the right to
 ----------        -----------------
receive the fees described in the ISO Agreement, and such Merchants have entered
into merchant agreements (the "Merchant Agreements"); and
                               -------------------

     WHEREAS, Seller desires to assign, transfer, convey and sell, and Purchaser
desires to accept, any and all right, title and interest of any kind or nature
the Seller may have, now or in the future, in and to the Seller's right to
receive the fees and compensation described in the Agent Agreement related to
the Merchants, as well as all written contracts, customer lists, merchant
accounts, computer printouts, papers and other documents in the possession of
Seller relating thereto (collectively, the "Seller Portfolio"); and
                                            -----------------

     WHEREAS, Seller has received the required consent of Trans First to
transfer the Seller Portfolio to the Purchaser.

     NOW THEREFORE, IN CONSIDERATIOON of the promises and of the mutual
representations, warranties and covenants that are made and to be performed by
the respective parties, it is agreed as follows:

ARTICLE I
ASSIGNMENT OF SELLER PORTFOLIO AND POST-CLOSING PORTFOLIO

     1.01.     Assignment of Seller Portfolio. Subject to the terms and
               ------------------------------
conditions of this Agreement, Seller shall assign, transfer, convey and sell any
and all rights, title and interest of any kind or nature ("Transfer") to
                                                           ---------
Purchaser, and Purchaser shall purchase, acquire, accept and, subject to the
limitations in Section1.02, assume from Seller, all of Sellers' right, title and
               ------------
interest in and to the Seller Portfolio. Purchaser shall have all rights in the
Seller Portfolio as of the Closing Date, for all residuals to be received in
connection with the Seller Portfolio for the month of October, 2009. Seller
shall ensure that it has taken all appropriate action under the Agent Agreement
to direct that all payments of residuals with respect to the Seller Portfolio,
commencing with the payment of October, 2009 residuals be directed to Purchaser.

     1.02     Non-Assumption of Liabilities. Except for the liabilities
              ------------------------------
specifically assumed hereby and liabilities arising after the Effective Date (as
defined in Section_____. hereof) related to post-Effective Date transactions
           -------
pertaining to the Seller Portfolio, Purchaser will not assume any debts,
liabilities, obligations, expenses, taxes, contracts or commitments of Seller of
any kind, character or description, whether accrued, absolute, contingent or
otherwise. The Seller hereby indemnifies Purchaser and its successors, assigns,
parent companies, affiliates, officers, directors, agents, attorneys

                                   PPDC3Q0933
<PAGE>
and insurers against and holds Purchaser harmless from any and all damages,
claims, causes of action, defenses, liabilities, losses or obligations
(collectively "Damages") relating to any pre-Effective Date transactions, even
               -------
if such liability arises after the Effective Date, pertaining to the Seller
Portfolio.

     1.03     Purchase Consideration. The purchase price for the Seller
              -----------------------
Portfolio shall be Two Hundred Seventy Four Thousand Eight Hundred Thirty Five
Dollars and Three Cents ($274,835.03) in cash, due and payable in full at
Closing (the "Closing Consideration"). Seller agrees that the sum ofs $82,778.62
              ----------------------
from the Closing Consideration will be paid to any agents of Seller who may have
an interest in the Seller Portfolio no later than three (3) business days
following the Closing. A list of the agents who have any interest in the Seller
Portfolio is attached hereto as Schedule 1.03. Seller hereby indemnifies
Purchaser against any and all claims of any of its agents, representatives
and/or employees for non-payment of any funds otherwise due them upon the sale
of the Seller Portfolio.

     1.04     Instruments of Conveyance and Transfer, Etc. Seller is delivering
              --------------------------------------------
to Purchaser herewith such assignments and other good and sufficient instruments
of conveyance and transfer, including without limitation an Assignment and
Assumption Agreement and a Bill of Sale, in form and substance reasonably
satisfactory to Purchaser, as is necessary to complete the Transfer and be
effective to vest in Purchaser all of Sellers' rights and interest in the Seller
Portfolio free of all Liens or obligations or other claims of third parties, and
simultaneously with such delivery, is taking such steps as may be necessary to
put Purchaser in operating control of the Seller Portfolio. For purposes of this
Agreement, "Lien" shall mean any mortgage, pledge, hypothecation, assignment,
deposit arrangement, encumbrance, lien (statutory or other), charge or other
security interest or any preference, priority or other security agreement or
preferential arrangement of any kind or nature whatsoever (including any
conditional sale or other title retention agreement having substantially the
same economic effect as any of the foregoing).

     1.05     Further Assurances. From time to time after the Closing, without
              -------------------
further consideration, Seller will execute and deliver such other reasonable
instruments of conveyance, assignment, transfer and delivery and take such other
action as Purchaser reasonably may request.

     1.06     Closing Date. The purchase and sale of the Seller Portfolio
              -------------
pursuant to this Agreement (the "Closing") shall take place at 12:01 A.M"
                                 -------
October 30, 2009 (the "Closing Date").
                       ------------

     1.07     Retained Liabilities. Notwithstanding anything in this Agreement
              --------------------
to the contrary, Purchaser is not assuming and will not perform any liabilities
or obligations not specifically described herein, whether fixed or contingent,
known or unknown, disclosed or undisclosed, recorded or unrecorded and whether
relating to the Seller Portfolio or any other matter, facts or circumstances,
including without limitation the following: (a) federal, state or local tax
liabilities or obligations of Seller whether or not incurred prior to the date
hereof or resulting from the consummation of the transactions contemplated
herein, (b) any obligation or liability for services rendered by Seller, (c) any
liability or obligation of Seller for or in respect of any loan, account payable
or indebtedness, (d) any liability or obligation of Seller arising as a result
of or out of any claim, any legal or equitable action, proceeding or
investigation pertaining to or relating in any way to Seller initiated at any
time, whether or not described in any schedule hereto, (e) any obligation or
liability upon acts or omissions of Seller, (f) any liability or obligation of
Seller incurred in connection with the making or performance of this Agreement,
(g) any liability or obligation of Seller for making payments of any kind
(including as a result of the sale of the Seller Portfolio ), (h) to the extent
that the Seller is liable pursuant to the ISO Agreement, liability for any
chargebacks, fines or losses related to the Seller Portfolio and any related
handling fees arising from or in connection with transactions by Merchants which
occur prior to the

                                   PPDC3Q0934
<PAGE>
Effective Date, (i) liabilities or obligations arising out of any breach by
Seller prior to the Closing of any contract included in the Seller Portfolio,
and G) any payments of any kind which Seller may owe to employees, independent
contractors, agents, vendors or any other third parties.

     (a)     The execution, delivery and performance of this Agreement and the
other agreements and transactions contemplated hereby are within Seller's
corporate powers, are not in contravention of the terms of the Articles of
Incorporation or resolutions of the Board of Directors or shareholders, and have
been duly authorized by the Board of Directors, as and to the extent required by
the Articles of Incorporation and applicable law; wilt not constitute a
violation of any judgment, decree, or order of any court of competent
jurisdiction applicable to Seller or any of the Assets, will not violate any
law, rule or regulation of any governmental authority applicable to Seller or
the Seller Portfolio, will not require any consent, approval or authorization
of, or notice to, or declaration, filing or registration with, any governmental
or regulatory authority, and whether with or without notice, the lapse oftime or
both, will not conflict with, result in a breach of, constitute a default under,
result in the acceleration of, create in any party the right to accelerate,
terminate, modify, or cancel, or require any notice under any agreement,
contract, lease, license, instrument, or other arrangement to which Seller is a
party or by which it is bound or create any lien, security interest, charge,
encumbrance or restriction on any of the Seller Portfolio.

     (b)     This Agreement has been duly and validly executed and delivered by
Seller and, as of the Closing, each of the documents contemplated in this
Agreement will have been duly and validly executed and delivered by Seller. This
Agreement constitutes, and upon their execution and delivery, each of the other
documents contemplated in this agreement will constitute, the valid, legal and
binding obligation of Seller, enforceable against Seller in accordance with
their terms.

     2.02.     Agent Agreement.      The Agent Agreement attached hereto as
               ----------------
Exhibit A is the exclusive agreement under which the Company performs sales and
---------
marketing activities. The Agent Agreement is in full force and effect, and has
not been amended or modified other than as set forth in Exhibit A. Neither party
                                                        ---------
to the Agent Agreement is in breach of the agreement as of the Closing Date.

     2.03     Title to Assets. Except as set forth on Schedule 2.03, the Company
              ----------------                        --------------
has good, valid and marketable title to all of the assets in the Seller
Portfolio, free and clear of any Liens.

     2.04     Portfolio Settlement Report. The most recent Settlement Report
              ---------------------------
issued by TransFirst which includes all compensation due Seller for the
Portfolio is attached hereto as Schedule 2.04. Since the date of the Settlement
                                -------------
Report, there has not been any material adverse change in the value of the
Merchant accounts taken as a whole.

     2.05.     No Violation. Neither the execution and delivery of this
               ------------
Agreement, nor the performance by Seller of its obligations hereunder nor the
consummation of the transactions contemplated hereby will (a) require the
consent of any other party which has not been obtained prior to Closing,
constitute a breach of, or result in the creation or imposition of any Lien upon
the Seller Portfolio under, any agreement or commitment to which Seller is a
party or by which Seller is bound; (b) violate any statute or law or any
judgment, decree, order, regulation or rule of any court or governmental
authority to which Seller is subject or (c) whether with or without notice, the
lapse of time or both, will not conflict with, result in a breach of, constitute
a default under, result in the acceleration of, create in any party the right to
accelerate, terminate, modify, or cancel, or require any notice under any
agreement, contract, lease, license, instrument, or other arrangement to which
Seller is n party or by which it is bound or create any Lien, security interest,
charge, encumbrance or

                                   PPDC3Q0935
<PAGE>
restriction on the Seller Portfolio. No other corporate proceedings on the part
of Seller are necessary to authorize the execution and delivery of this
Agreement or the completion by Seller of the transactions contemplated hereby.
The Seller's rights, title and interest in the SeUer Portfolio are free and
clear of any and all Liens or claims of others, and no financing statement or
other public notice with respect to all or any part of the Seller's rights,
title, interest in the Seller Portfolio is on file or of record in any public
office. Furthermore, there shall not be in force any order or decree restraining
or enjoining the consummation ofthe transactions contemplated by this Agreement
and there shall be no proceeding of a judicial or administrative nature or
otherwise, in progress or threatened that relates to or results from the
transactions contemplated by this Agreement that would, if successful, result in
an order or ruling that would preclude completion of the transactions
contemplated by this Agreement in accordance with the terms hereof.

     2.06.     No Undisclosed Liabilities: Etc. Except as otherwise set forth
               --------------------------------
herein, Seller has no known material liabilities or obligations of any nature,
absolute, accrued, contingent or otherwise, that adversely impact the Seller
Portfolio.

     2.07.     Litigation. There is no known action, proceeding or investigation
               ----------
pending or threatened against Seller, or any properties or rights of Seller,
before any court, arbitrator or administrative or governmental body that would
materially involve the Seller Portfolio in any manner.

     2.08.     Seller Portfolio. The list of the Merchants for whom Seller
               -----------------
receives compensation constituting the Seller Portfolio as of the Effective Date
attached hereto as Exhibit B, is true, complete and correct. Further to the best
                   ---------
knowledge of Seller, no Merchant intends to materially change its transaction
volume following the Closing, or to terminate the Merchant Agreement following
the Closing, and Seller has no reason to believe any of the Merchant Agreements
are unenforceable and Seller has not been put on notice that TransFirst wishes
to change Seller's compensation structure.

     2.09.     Licenses, Permits and Authorizations. Seller has all approvals,
               ------------------------------------
authorizations, consents, licenses, franchises, orders and other permits of all
governmental or regulatory agencies, whether federal, state, local or foreign,
the absence of which would materially impair the Seller Portfolio.

     2.10.     Disclosure. No representations or warranties by Seller in this
               -----------
Agreement contains or will contain any untrue statement of a material fact or
omits or will omit to state any material fact necessary to make the statements
herein not misleading. There is no fact or development known to Seller which
materially adversely affects, or which might in the future, in Seller's
reasonable judgment, materially adversely affect the Seller Portfolio or
Purchaser's right to receive compensation therefrom, which has not been set
forth in this Agreement.

     2.11.     Compliance. Seller is in compliance, in all material respects,
               ----------
with all applicable statutes, regulations, judgments, injunctions, decrees,
orders, ordinances and other laws (collectively, "Laws") of the United States of
America and any applicable foreign jurisdictions, all state and local
governments and other governmental authorities, and agencies and courts of any
of the foregoing, to which SeUer is subject, and Seller has not received any
notice to the effect that, or otherwise been advised that, Seller has materially
violated or is not in compliance in all material respects with any of such Laws,
and, to the knowledge of Seller, there are no investigations with respect
thereto, nor past or current business conduct or practices of Seller similar to
the conduct or practices of other businesses that to the knowledge of Seller
have been the subject of investigations, proceedings, claims, actions, suits,
demands or notices with respect thereto or have resulted in any liability
arising out of or related to such conduct or practices. Seller is in full
compliance with all of applicable the rules and regulations

                                   PPDC3Q0936
<PAGE>
ofthe Credit Card Associations which may be applicable to its business. Seller
has obtained, and kept current, all required licenses and consents to engage in
its business.

     2.12     Sales Representatives and Employees. A list of all of Seller's
              ------------------------------------
independent sales representatives or employees that have any economic interest
whatsoever in the Seller Portfolio is set attached hereto as Schedule 1.03. Upon
payment as set forth in Section 1.03, all of the persons listed in such Exhibit
1.03 shall be paid in full. Seller agrees that it will provide a letter
accompanying the appropriate payment to its independent sales representatives,
independent sales groups, employees, agents and representatives, which such
letter shall include a provision reminding such individuals that they are
contractually prohibited from soliciting the Merchants.

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF PURCHASER
-------------------------------------------

     3.01.     Authorization. Etc. Purchaser has full corporate power and
               -------------------
authority to enter into this Agreement and carry out the transactions
contemplated hereby.

     4.01.     A. Seller's Non-Solicitation Covenant. During the period of five
                  -----------------------------------
(5) years following the Closing Date, Seller, and its successors in interest,
assigns and Affiliates (as termed below), shall not (i) directly or indirectly
solicit any Merchant for purposes of providing credit card authorization and
related services to any of the Merchants, wherever located, or (ii)
intentionally or knowingly interfere with, disrupt or attempt to disrupt any
current business relationship, contractual or otherwise, between TransFirst and
any Merchant so as to affect in any manner the compensation being paid to
Purchaser or the Seller Portfolio. For purposes of this Agreement, "Affiliate"
shall mean any entity owned by Seller, or that has ownership similar to the
ownership of Seller or that is directly or indirectly controlled by the families
of Seller, including any entity or sole proprietorship owned by or controlled by
Seller or the shareholders or partners of the Seller.

B. Purchaser's Non-Solicitation Covenant. During the period of five (5) years
   --------------------------------------
following the Closing date, Purchaser agrees that it will not solicit any agent
that it knows is retained or employed by Seller to terminate its relationship
with Seller for the purpose of working for or being retained by Purchaser

     4.02.     Confidentiality. Seller, including but not limited to, its
               ---------------
Affiliates, employees, shareholders, subsidiaries or parent corporations, agrees
that during the period often (10) years following the Closing Date, it will not
voluntarily at any time, directly or indirectly, use, communicate, furnish,
divulge or disclose to any individual, firm, association, partnership or
corporation except, to its accountants or attorneys, subject however, to a
confidentiality agreement, any knowledge or information with respect to any
matters concerning or relating to the Merchants, or the Seller Portfolio,
including but not limited to, copies or originals of any information supplied to
Purchaser or the names and contact information for any of the Merchants.
Furthermore, Seller agrees to keep the terms of this Agreement and the
information concerning the transactions described herein confidential, and shall
not, in any way whatsoever, disclose the terms of this transaction to any third
party, except to its accountants or attorneys, subject however, to a
confidentiality agreement, without the prior written consent of the other party.
The parties agree further that the Agreement shall not be used in court as
evidence of any admission of liability or fault.

     4.03.     Right to Injunctive Relief. A violation or threatened violation
               ---------------------------
of the Sections 4.01 and 4.02 would cause irreparable injury and the remedy at
       -------------     ----
law for any violation or threatened violation would be inadequate and either
party shall be entitled to temporary and permanent- injunctive relief or

                                   PPDC3Q0937
<PAGE>
other equitable relief without the necessity of proving actual damages.

     4.04     Public Statements. Seller shall consult with Purchaser on any
              -----------------
press releases or public announcements pertaining to this Agreement or the
transactions contemplated hereby and will not issue any such press releases or
make any such public announcements prior to such consultation and agreement,
without the prior written consent of Purchaser. Nothing in this Section 4.04
                                                                ------------
shall prohibit the Purchaser from making any public disclosures.

     4.05     Reasonable Efforts; Cooperation. Subject to the terms and
              --------------------------------
conditions of this Agreement, each of Seller and Purchaser agrees to use
reasonable efforts in good faith to take, or cause to be taken, all actions, and
to do, or cause to be done, all things necessary, proper or desirable, or
advisable under applicable laws, so as to permit consummation of the
transactions contemplated by this Agreement as promptly as practicable and
otherwise to enable consummation of the transactions contemplated hereby and
shall cooperate fully with the other party hereto to that end.

     4.06     Customer Service Post Closing. Seller hereby agrees to provide
              -----------------------------
merchant download and training with regard to the Seller Portfolio (on behalf of
and for the benefit of Purchaser) at the same quality and level of service as
the Seller has historically provided such services until the Purchaser is able
to perform such services to the Seller Portfolio directly. Seller shall be
responsible to Purchaser for any losses relating the Seller Portfolio which
relate to transactions that occurred after the Closing Date which arise out of
or relate to the negligence or omission of the Seller in providing the
aforementioned services. Seller hereby agrees to respond in a timely manner to
any merchant inquiries, customer service requests, and/or technical support
requests that might be directed to Seller by a merchant post-Closing. Such
inquiries and/or requests shall be redirected by Seller to Purchaser in
accordance with the "Service/Support Instructions" set forth on Schedule 4.06.

ARTICLE V
DELIVERY OF DOCUMENTS AT, PRIOR TO AND FOLLOWING CLOSING
--------------------------------------------------------

     5.01     Delivery of Documents by Seller at or prior to the Closing: Seller
              -----------------------------------------------------------
shall deliver to Purchaser, unless waived by Purchaser, the following documents
and instruments:

     (a)     all consents from government agencies and third parties necessary
to complete the Transfer and otherwise to consummate the transactions
contemplated hereby, including without limitation the consents of the
TransFirst, in the forms as attached hereto as Schedule 5.0I(a);
                                               ----------------

     (b)     such bills of sale, endorsements, assignments, and other good and
sufficient instruments of conveyance and assignment, reasonably satisfactory in
form and substance to Purchaser, as shall be necessary to vest all of Seller's
rights and interest in, and title to, the Seller Portfolio in Purchaser and
otherwise to consummate the transactions contemplated hereby;

     (c)     written instruments whereby the creditors, if any, listed on
Schedule 5.01(c) hereto, if any, have effectively released and discharged the
----------------
security interests referred to in said schedule; and

     (a) By the close of business on the next business day immediately following
the  Closing  Date, Seller will send Purchaser organized files for each Merchant
in  the  Seller  Portfolio. The files will include original Merchant agreements,
and  any  other  historical  document  and/or  correspondence  pertaining to the
Merchant.

                                   PPDC3Q0938
<PAGE>
     (b) Within thirty (30) days following Closing Date, Seller will send
Purchaser copies of all letters referred to in Section 2.12 hereinabove, along
with a copy of the applicable buyout checks.

     (c) Within forty-five (45) calendar days following Closing Date, Seller
will provide Purchaser with a status report of any agents who have not yet
cashed or deposited their agent residual buyout checks.

     6.01     No Brokerage. Each party represents and warrants to the other
              ------------
party that it has not incurred any obligation or liability, contingent or
otherwise, for brokerage or finders' fees or agents' commissions or other like
payment in connection with this Agreement or the transactions contemplated
hereby, and each party agrees to indemnify and hold the other party harmless
against and in respect of any such obligation or liability based in any way on
agreements, arrangements or understandings claimed to have been made by such
party with any third party.

     6.02     Survival. Each party hereto covenants and agrees that (i) its
              ---------
representations and warranties contained in this Agreement and in any instrument
of sale, assignment, conveyance and transfer executed and delivered pursuant to
this Agreement and (ii) the provisions of Sections 1.01, 1.02, 1.04, 1.05, 1.07,
Article II, Article IV, Article VI, Article VII shall survive the Closing Date.

     6.03     Amendments. Purchaser and Seller may amend, modify or supplement
              ----------
this Agreement only by an instrument in writing signed on behalf of both
Purchaser and Seller.

     6.04     No Waivers. No action taken pursuant to this Agreement, including
              ----------
without limitation any investigation by or on behalf of any party, shall be
deemed to constitute a waiver by the party taking such action of compliance with
any representations, warranties, covenants or agreements contained herein. The
waiver by either party hereto of a breach of any provision of this Agreement
shall not operate or be construed as a waiver of any subsequent breach.

     6.05     Expenses. Whether or not the transactions contemplated by this
              ---------
Agreement are consummated, each of the parties hereto shall pay its own fees and
expenses incident to the negotiation, preparation, execution and performance of
this Agreement including counsel and accountant's fees.

     6.06     Notices. All notices, requests, demands and other communications
              -------
required or permitted hereunder
shall be in writing and shall be deemed to have been given if mailed, via
certified mail, return receipt requested, with postage prepaid, upon delivery:

     If to Seller, to:
     ----------------
     Merchant Processing International, Inc.
     20251 SW Acacia Street, #200
     Newport Beach, CA 92660
     ATTN: Bruce Berman

     If to Purchaser, to:
     -------------------
     Solveras, Inc. Attn: John Cramp
     800 Crescent Centre Drive, Suite 400
     Franklin, Tennessee 37027

                                   PPDC3Q0939
<PAGE>
     6.07     Assignment. This Agreement and all of the provisions hereof shall
              -----------
be binding upon and inure to the benefit of the parties hereto and their
respective successors and permitted assigns. Seller may not assign or transfer
this Agreement nor any of the rights, interests or obligations hereunder without
the prior written consent of the Purchaser.

     6.08     Governing Law; Venue. THE PROVISIONS OF THIS AGREEMENT AND THE
              ---------------------
LEGAL RELATIONS BETWEEN THE PARTIES ARISING THEREFROM SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TENNESSEE. Any and all
disputes between the parties which may arise pursuant to this Agreement shall be
heard and determined before an appropriate federal or state court located in
Nashville, Tennessee. The parties hereto acknowledge that such courts have the
exclusive jurisdiction to interpret and enforce the provisions of this
Agreement, and the parties waive any and all objections that they may have as to
jurisdiction, venue or conflict of law issues in any of the above courts.

     6.09     Counterparts. This Agreement may be executed simultaneously in two
              -------------
or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument. Facsimile
signatures may be accepted as originals.

     6.10     Entire Agreement. This Agreement, including the Exhibits and
              -----------------
Schedules, and other documents referred to herein which form a part hereof,
embody the entire agreement and understanding of the parties hereto in respect
of the subject matter contained herein. There are no restrictions, promises,
warranties, covenants or undertakings, other than those expressly set forth or
referred to herein. This Agreement supersedes all prior agreements and
understandings between the parties with respect to such subject matter to the
extent any provisions contained herein are inconsistent with provisions of any
such prior agreements.

     6.12     Severability. In the event any portion of this Agreement may be
              ------------
determined by any court of competent jurisdiction to be unenforceable, the
balance of the Agreement shall be severed therefrom and shall continue in full
force and effect.

     6.13     Attorneys Fees. Notwithstanding anything in Section 6.05, should a
              ---------------                             -------------
dispute be commenced between the parties hereto or their representatives
concerning any provision of this Agreement, or the rights and duties of any
person or entity hereunder, the party or parties prevailing shall be entitled to
attorneys' fees, expenses of counsel and court costs incurred by reason of such
action.

     7.01  Indemnification  by  Seller.  Seller  shall  be  liable  to and shall
           ---------------------------
indemnify,  defend,  and  hold  Purchaser,  its  directors, officers, employees,
representatives, successors, and permitted assigns harmless from and against any
and  all  claims, demands by a third party, losses, liability, cost, damage, and
expense,  including  litigation  expenses  and  reasonable  attorneys'  fees and
allocated  costs for in-house legal services, to which Purchaser, its directors,
officers,  employees,  representatives, successors, and permitted assigns may be
subjected  or  which it may incur in connection with any claims which arise from
or  out  of  or as the result of (i) Seller's breach of this Agreement, (ii) the
failure  of  Seller  to perform its duties and obligations under this Agreement,
whether  prior  to  or  following  Closing,  or  (iii) the negligence or willful
misconduct of Seller, its directors, officers, employees, agents, and Affiliates
in  the performance of their duties and obligations under this Agreement. Seller
shall  be released from its obligations under this Subsection to the extent such
third  party  claims, demands, damages, costs, liabilities, losses, and expenses
result  from  the  negligence,  gross  negligence,  or intentional misconduct of
Purchaser,  its  directors,  officers,  employees,

                                   PPDC3Q0940
<PAGE>
representatives,  successors,  and  permitted  assigns.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the day and year first above written.



Name: Rick Galasieski
Title: Senior Vice President

\s\ Rick Galasieski
-------------------























                                   PPDC3Q0941