# ASSET PURCHASE
AGREEMENT

By and Between

FIRST INDIANA BANK,
N.A. (Seller)

And

TIERONE BANK
(Buyer)

Dated as of September
15, 2004

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# ASSET PURCHASE
AGREEMENT

This
ASSET PURCHASE AGREEMENT (this Agreement), made effective as of
September 15, 2004, is by and between FIRST INDIANA BANK, N.A., a national banking
association (the Seller) and TIERONE BANK, a federal savings bank (the
Buyer).

WHEREAS,
Seller operates certain construction lending offices in Charlotte, North Carolina;
Raleigh, North Carolina; Orlando, Florida; and Phoenix, Arizona (such offices are
collectively referred to as the Construction Lending Offices); and

WHEREAS,
Seller desires to sell its interests in the Construction Lending Offices and certain loans
and certain assets related to the Construction Lending Offices, and the Buyer desires to
purchase the foregoing assets and assume certain liabilities of the Seller associated with
such assets upon the terms and conditions set forth herein.

NOW,
THEREFORE, in consideration of the premises and the representations, warranties and
agreements herein contained, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE 1 DEFINITIONS

1.1.       
          Defined Terms. Unless the context otherwise requires, as used in this
          Agreement the following terms shall have the meanings specified in this
          ARTICLE 1.

Acquired
Assets means the Assets less the Excluded Assets.

Act
means the Gramm-Leach-Bliley Act, as amended.

Affiliate
shall mean, as to any Person, any other Person which directly or indirectly controls, or
is under common control with, or is controlled by, such Person. As used in this
definition, control (including, with its correlative meanings,
controlled by and under common control with) shall mean
possession, directly or indirectly, of power to direct or cause the direction of
management or policies (whether through ownership of securities, ownership of partnership
or other equity interests, by contract or otherwise).

Assets
means the Loans, Tangible Personal Property, Office Equipment, Intangible Property, and
Contracts.

Assignment
and Assumption Agreement means the assignment and assumption agreement pursuant
to which the Seller transfers to the Buyer the Intangible Property included in the
Acquired Assets and the post-Closing rights and obligations under the Assumed Liabilities
and the Buyer assumes the Sellers obligations relating thereto.

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Assumed
Liabilities means (a) the Contracts and (b) the obligations of the Seller
under the Loans and/or the Loan Documents to the borrowers or any other applicable Person
arising on or after the Closing Date.

Bill
of Sale means a Bill of Sale evidencing the sale and purchase of the Tangible
Personal Property included in the Acquired Assets.

Buyer
shall have the meaning ascribed to it in the preamble hereto.

Buyer
Parties means, collectively, Buyer, all of Buyers Affiliates,and each of their respective directors, officers, employees, agents,
representatives, attorneys, consultants, successors, and assigns.

Classified
Loans shall have the meaning ascribed thereto in Section 3.1 (b).

Closing
means the closing of the purchase and sale of the Acquired Assets and the assumption of
the Assumed Liabilities hereunder.

Closing
Construction Loan Balance means, as of the Closing Date, the outstanding
principal balance of all Loans purchased by the Buyer pursuant to this Agreement.

Closing
Date means the date of Closing, which date shall be October 31, 2004, or such
other date as is agreed between Buyer and Seller.

Confidential
Information shall have the meaning ascribed thereto in ARTICLE 9.

Construction Lending
Offices shall have the meaning ascribed to it in the preamble hereto.

Construction
Lending Policy Manual means, collectively, the Sellers Construction
Lending Standards and Practices Manual and Construction Operations Standards and Practices
Manual containing a written summary of the Sellers loan approval guidelines, file
documentation requirements and disbursement procedures and other related information for
the Construction Lending Offices, as updated from time to time, and delivered to Buyer
prior to the date hereof.

Contracts
means those certain liabilities, obligations, and contracts (a) with or by the Seller
which relate to the Construction Lending Offices, including the Leases and the
Participations, and (b) are set forth on Schedule 1.1(a).

Defaulted
Loan means any loan which has experienced a payment default (principal or
interest), beyond any applicable cure period, since the Closing Date.

Due
Diligence shall mean the investigation of the Acquired Assets and the Seller to
be conducted by the Buyer during the Due Diligence Period pursuant to the terms and
provisions of Section 8.1(h) hereof.

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Due
Diligence Period shall mean the period commencing on the date of execution and
delivery of this Agreement by the last of the parties above executing and delivering the
same and ending on the Closing Date, unless extended by mutual agreement of the parties.

Encumbrance
shall mean any restriction, charge, pledge, option, easement, security interest,
right-of-way, encumbrance or other similar right of any Person.

Environmental
Claims shall mean any notice of violation, notice of potential or actual
responsibility or liability, claim, suit, action, demand, directive or order by any Person
for any damage (including, but not limited to, personal injury, tangible or intangible
property damage, contribution, indemnity, indirect or consequential damages, damage to the
environment, environmental removal, response or remediation costs, nuisance, pollution,
contamination or other adverse effects on the environment or for fines, penalties or
restrictions on existing environmental Permits or licenses) resulting from or relating to
(i) the presence of, the Release or threatened Release into the environment of, or
exposure to, any Hazardous Substance, (ii) the generation, manufacture, processing,
distribution, use, handling, transportation, storage, treatment or disposal of any
Hazardous Substance, (iii) the violation, or alleged violation, of any Environmental
Laws or (iv) the non-compliance or alleged non-compliance with any Environmental
Laws.

Environmental
Laws shall mean any applicable statutes, ordinances, directives or other laws,
any rules or regulations, orders, and any licenses, Permits, orders, judgments, notices or
other requirements issued pursuant thereto, enacted, promulgated or issued by any
Governmental Authority, relating to pollution or protection of public health or the
environment (including, but not limited to, any air, surface water, groundwater, land
surface or sub-surface strata, whether outside, inside or under any structure), or to the
identification, reporting, generation, manufacture, processing, distribution, use,
handling, treatment, storage, disposal, labeling, deposit, transporting, presence, Release
or threatened Release of, any Hazardous Substances, pollutants, contaminants, wastes or
any other substances or materials. Without limiting the generality of the foregoing,
Environmental Laws shall include the Comprehensive Environmental Response, Compensation
and Liability Act of 1980, as amended, the Toxic Substances Control Act, as amended, the
Hazardous Materials Transportation Act, as amended, the Resource Conservation and Recovery
Act, as amended, the Clean Water Act, as amended, the Safe Drinking Water Act, as amended,
the Clean Air Act, as amended, and the Occupational Safety and Health Act, as amended, and
all analogous laws enacted, promulgated or lawfully issued by any Governmental Authority.

Excluded
Assets means (a) the assets of the Seller which are related to the Construction
Lending Offices and are set forth on Schedule 1.1(b) and (b) both of
the following: (i) all trademarks, servicemarks, and copyrights, owned and/or used by the
Seller and (ii) the use of the name First Indiana Bank or any variation
of such name.

Excluded
Loans shall have the meaning ascribed to it in Section 3.2.

Governmental
Authority shall mean any federal, state, local or foreign government, or any
political subdivision of any of the foregoing, or any court, agency or other entity, body,
organization or group, exercising any executive, legislative, judicial, quasi-judicial,
regulatory or administrative function of government.

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Governmental
Requirement shall mean any statute, rule, regulation, code, plan, injunction,
judgment, order, decree, ruling or charge of any Governmental Authority.

Hazardous
Substances shall mean any pollutants, contaminants, substances, chemicals,
carcinogens, wastes and any ignitable, corrosive, reactive, toxic or other hazardous
substances or materials, whether solids, liquids or gases (including, but not limited to,
petroleum and its derivatives, PCBs, asbestos, radioactive materials, waste waters,
sludge, slag and any other substance, material or waste), as defined in or regulated by
any Environmental Laws or as determined by any Governmental Authority.

Indemnified
Party shall have the meaning ascribed thereto in Section 10.6.

Indemnifying
Party shall have the meaning ascribed thereto in Section 10.6.

Intangible
Property shall mean all right, title and interest of Seller in and to (i) the
telephone numbers used in each of the Construction Lending Offices (to the extent
permitted by any applicable vendors), (ii) each license or right to use a tradename,
copyright, patent, service mark, trademark, trade secret and other intellectual property
right of another Person used by Seller in the Construction Lending Offices included in the
Acquired Assets andset forth on Schedule 1.1(c), and (iii) customer and
borrower contacts related to the Loans or the Construction Lending Offices.

Knowledge,
as used herein, to Sellers Knowledge or to the Knowledge
of Seller shall mean (and shall be limited to) the actual knowledge of Seller or
any of its Representatives who are (a) directly involved with the Buyer in the negotiation
and execution of this Agreement, (b) are in a senior management position with the Seller,
or (c) the office manager of any of the Construction Lending Offices.

Leases
means the agreements between Seller and third party owners, lessees or sub-lessees
relating to the use of the Construction Lending Offices office space or other assets
used by Seller in the Construction Lending Offices set forth on Schedule 1.1(a).

Lien
means any lien, claim, demand, Encumbrance, privilege, security interest, pledge or other
charge.

Loan
Agreements means the means the agreements executed by the Seller and the
respective borrower, guarantors, and other third parties relating to the Loans.

Loan
Documents means, as to any Loan, all documents, agreements (including security
agreements and applicable control agreements), Notes, instruments, Mortgages, assignments
of leases and rents, guaranties, financial statements, internal approvals, and files
related to such loan.

Loan
Servicing Agreement shall have the meaning ascribed thereto in Section
4.1.

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Loans
means the loans by the Seller which were originated at the Construction Lending Offices,
reduced by any Participations relating thereto and are set forth on Schedule
1.1(d), including the outstanding principal balance, accrued interest, the maximum
funding obligation of Seller relating thereto, and all Loan Documents related to such
Loans, butexcludes the Excluded Loans.

Losses
means any and all claims, losses, damages, deficiencies, penalties, interest, fines,
charges, fees, costs, assessments, judgments, awards, liabilities, and expenses (including
court costs and reasonable attorneys fees and/or the allocated cost of in-house
counsel).

Mortgages
means a mortgage, deed of trust, assignment of leases and rents or other applicable filing
document securing the Notes dated the date of the respective Loan and Note and recorded in
the public records of the county where the real estate described in the respective
Mortgage is located.

Net
Construction Loan Balance means, as of the Refund Date, the Closing Construction
Loan Balance less the Post Closing Construction Loan Balance.

Nonpublic
Personal Information shall have the meaning ascribed thereto in the Act.

Notes
means original executed promissory note or notes executed by a borrower to evidence the
Loans, payable to the order of the Seller, and dated the date of, and in the principal
amount of, the respective Loan by the Seller.

Office
Equipment means the computers, modems, printers, fax machines, equipment,
furniture, file cabinets, desks, calculators, telephone systems, counters, safes, security
systems and fixtures, together with any transferable manufacturer or vendor warranties
related thereto, owned by the Seller, which are set forth on Schedule 1.1(e),
andlocated at any of the Construction Lending Offices.

Participations
means any agreement or undertaking by Seller pursuant to which Seller assigned and
transferred a portion of any Loan to a third Person and are set forth on
Schedule 1.1(f), including the names, addresses and amount of each Participation
owned by each third Person in each of the Loans.

Past
Due Loans shall have the meaning ascribed thereto in Section 3.1.

Permits
shall mean all licenses, permits and other authorizations relating to the Construction
Lending Offices and the Loans as of the date hereof and any additional licenses, permits,
or other authorizations relating to changes in the operation of the Construction Lending
Offices after the date of execution hereof and prior to the Closing Date.

Person
means any individual, trustee, corporation, general partnership, limited partnership,
limited liability company, limited liability partnership, joint stock company, trust,
unincorporated organization, bank, business association, firm, joint venture, Governmental
Authority, or otherwise.

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Post
Closing Construction Loan Balance means, as of the Refund Date, the sum of (a)
the outstanding principal balance of all loans on the books of the Buyer which are Loans
and/or were originated at any of the Construction Lending Offices, whether or not such
loans were originated (i) on or prior to the Closing Date by the Seller or (ii) on or
after the Closing Date by the Buyer plus(b) any Repurchase Loans which have been
repurchased by the Seller, pursuant to Section 3.3, prior to the Refund Date .

Premium
means the Principal Balance (excluding the Principal Balance of all Classified
Loans included in the Loans) timesEighth Tenths of One Percent (0.8%).

Principal
Balance means the outstanding principal balance of the Loans as of the Closing
Date, as set forth on Schedule 1.1(d).

Proceeding
shall mean any action, order, writ, injunction, judgment, decree, claim, suit, litigation,
dispute, grievance, arbitral action, investigation or other proceeding.

Purchase
Price shall have the meaning ascribed to it in Section 2.3.

Refund
Date means the date which is forty-five (45) days from the Closing Date.

Release
shall mean any spillage, leaking, pumping, pouring, emitting, emptying, discharging,
injecting, escaping, leaching, dumping, or disposing into the environment.

Representative
shall have the meaning ascribed thereto in Section 9.1.

Repurchase
means the repurchase of any Defaulted Loan by the Seller.

Repurchase
Loan shall have the meaning ascribed to it in Section 3.3.

Repurchase Price
means, as to any Defaulted Loan, the sum of (a) the outstanding principal balance of such
loan on the date of Repurchase plus (b) the Premium paid by the Buyer to the Seller
for such loan (if any) plus (c) any accrued interest on such loan as of the Closing
Date which was paid by the Buyer to the Seller and for which the Buyer did not
later receive payment thereof.

Schedules
shall mean the schedules referred to herein and attached or to be attached to this
Agreement.

Seller
shall have the meaning ascribed to it in the preamble hereto.

Seller
Parties means, collectively, Seller, and all of Sellers Affiliatesand each of their respective directors, officers, employees, agents,
representatives, attorneys, consultants, successors and assigns.

Settlement
Notice shall have the meaning ascribed thereto in Section 10.6.

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Tangible
Personal Property shall mean all tangible personal property (other than Excluded
Assets) owned by the Seller and used in the Construction Lending Offices, including,
without limitation, the Office Equipment and which is set forth on Schedule 1.1(e).

Tax
Return shall mean any return, declaration, report, claim for refund, or
information return or statement relating to Taxes, including any schedule or attachment
thereto, and any amendment thereof.

Taxes
shall mean any federal, state, local or foreign income, gross receipts, license, payroll,
employment, excise, severance, startup, occupation, premium, windfall profits,
environmental, customs duties, capital stock, franchise, profits, withholding, social
security (or similar), unemployment, disability, real property, personal property,
intangible property, sales, use, transfer, registration, value added, alternative or
add-on minimum, estimated, or other tax of any kind whatsoever, including any interest,
penalty or addition thereto, whether disputed or not.

Title
Policy shall have the meaning ascribed thereto in Section 5.2(c)(iv).

1.2.       
          Numbers and Gender. Where the context so indicates, the masculine shall
          include the feminine and neuter, the singular shall include the plural and the
          plural shall include the singularand any reference to a person shall
          include an individual or a corporation, firm, partnership, trust or any other
          entity.

ARTICLE 2 
SALE AND PURCHASE LIMITED ASSUMPTION
OF LIABILITIES

2.1.       
          Sale and Purchase. Subject to the terms and conditions set forth herein,
          on the Closing Date, the Seller shall sell, convey, transfer, assign, and
          deliver to the Buyer, and the Buyer shall purchase, acquire, and accept from the
          Seller, all of the respective rights, title, and interests of the Seller in the
          Acquired Assets.

2.2.       
Sale at Closing Date. The sales, conveyances, transfers, assignments, and deliveries by
the Seller to Buyer of the Acquired Assets, as herein provided, shall be effective on the
Closing Date, free and clear of all Liens, by execution and delivery of (a) a Bill of
Sale relating to the Tangible Personal Property, (b) the Assignment and Assumption
Agreement, (c) a list of borrowers and guarantors, including addresses, telephone
numbers, and other reasonable contact information, for each Loan on computer readable
format as may be reasonably acceptable to the Buyer, and (d) and any other documents or
forms necessary, in the reasonable discretion of Buyer, to effectively transfer the
Acquired Assets from Seller to Buyer pursuant to the terms and provisions contained
herein. Seller shall pay the costs and expenses relating to the preparation and filing of
any and all documents or instruments reasonably required to effectuate the transactions
provided for herein. Seller shall obtain, prior to the Closing Date, any consents of any
third Person reasonably required by the Buyer relating to the assignment of the Contracts
or the Intangible Property.

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2.3.       
          Purchase Price. At the Closing, the Buyer shall pay to the Seller, via
          wire transfer pursuant to the written instructions of the Seller, thesum
          of clauses (a) and (b) of this Section 2.3 set forth below
          (such sum is referred to as the Purchase Price):

(a)       Loan
Balance. The sum of all of the following amounts for each of           the
Loans as of the Closing Date:

| | i. | Principal
Balance. The Principal Balance.
| | -- | -----------------------------------------

| | ii. | Accrued
Interest. All accrued and unpaid interest.
| | --- | --------------------------------------------------

| | iii. | Costs
and Expenses. All costs and expenses related to the Loans which           are due to
the Seller as of the Closing Date and are set forth on Schedule           2.3.
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(b)       Premium.
The Premium.

2.4.       Partial
Refund of Premium. Within sixty days (60) following the Closing Date, the Buyer shall
provide the Seller with the Post-Closing Construction Loan Balance as of the Refund Date.
Following receipt of such balance, the Seller shall promptly pay to the Buyer (via wire
transfer) an amount equal to the Premium paid by the Buyer on the amount by which the Net
Construction Loan Balance exceeds Three Million Dollars ($3,000,000). The parties shall
promptly provide to each other such information as either party may reasonably request to
determine the amounts applicable to this Section 2.4.

2.5.        Limited
Assumption of Liabilities. As of the Closing, the Buyer shall (a) irrevocably assume,
(b) promptly pay when due, and (c) promptly and completely perform all of the
obligations, liabilities, and responsibilities of the Seller under and/or pursuant to the
Assumed Liabilities, in accordance with their terms. It is expressly agreed that the
Buyer shall not, and by the terms and provisions of this Agreement or otherwise does not,
assume any liability or obligation of any form or nature relating to any liabilities or
obligations of Seller, including but not limited to any liability or obligation relating
to the operation of the Construction Lending Offices prior to the Closing Date, which are
not specifically included in the Assumed Liabilities. Without limiting the generality of
the foregoing, Buyer shall not assume or be obligated in any respect to pay or be
responsible for any wages, compensation (including any commission earned prior to the
Closing Date), accrued benefits, contributions to or under any pension or profit sharing
plan, deferred compensation, health insurance plan, union contract or any other employees benefit
or welfare plan of Seller. Seller shall remain, and be responsible for, any and all of
the liabilities and obligations relating to the Construction Lending Offices as of the
Closing Date, other than Assumed Liabilities.

2.6.       
          Closing. The Closing shall take place at the offices of the Seller in
          Indianapolis, Indiana on or before October 31, 2004 or such time and place on
          the Closing Date as may be mutually agreed upon by the parties.

2.7.        Allocation
of Purchase Price. The Seller and Buyer agree to allocate the Asset Purchase Price
among the Assets in accordance with the allocation schedule attached hereto as Schedule
2.7. The Parties further agree to prepare, execute and file any and all tax returns
or other filing information required to be filed in accordance with and consistent with
such allocation. In the event Schedule 2.7 is not completed on the date of
execution hereof, the Seller and Buyer agree to use their best efforts, prior to the
Closing Date, to complete Schedule 2.7 with advice provided by their respective
tax advisors.

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ARTICLE 3 
EXCLUDED LOANS AND LOAN REPURCHASE

3.1.        
Excludable Loans. The Buyer may, but shall have no obligation to, purchase Loans which are:

(a)       
Past
Due. As of the Closing Date, thirty (30) days or more past due and which are
set forth on Schedule 3.1(a) (Past Due           Loans); or

(b)       Classified
Loans. As of the Closing Date, graded special mention,           sub-standard,
doubtful, loss or other comparable classification in accordance           with the loan
grading system of the Seller and which are set forth on Schedule 3.1(b) (the
Classified Loans).

3.2.       
Excluded Loans. The Loans shall not include the Past Due Loans and/or the Classified Loans
set forth on Schedule 3.2.

3.3.        Repurchase
Obligation. Within seventy-five (75) days of the Closing Date, the Buyer shall
provide the Seller with written notification of any Loan which became a Defaulted Loan
within sixty (60) days of the Closing Date andrequest the repurchase of such
Defaulted Loan(s) (each such loan is referred to as a Repurchase Loan).
Following such notification, the Seller shall repurchase all Repurchase Loans from the
Buyer for the Repurchase Price associated with such Loans.

3.4.        Election
to Purchase Classified Loans. Buyer shall have the right, prior to the Closing Date
to elect to have one, some or all of the Classified Loans included in the Loans to be
purchased by the Buyer pursuant to the terms and provisions of this Agreement, provided
that, if the Buyer elects to purchase any such Classified Loans, the Seller agrees that
the Purchase Price shall not include any Premium relating to such purchased Classified
Loans. For all purposes, other than the determining of the amount of the Premium to be
included in the Purchase Price, the Classified Loans Buyer elects to purchase shall be
deemed included in the Loans, notwithstanding the provisions of Section 3.2 above
and shall be deemed deleted from Schedule 3.2 hereof.

ARTICLE 4 LOAN SERVICING

4.1.        Loan
Servicing Agreement. The Seller and the Buyer shall execute and deliver, on the
Closing Date, a Loan Servicing Agreement to be negotiated by the parties in good faith
prior to the Closing Date, pursuant to which the Seller shall service the Loans on behalf
of and for the Buyer (the Loan Servicing Agreement).

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4.2.        Possession
of the Loan Documents. From and after the Closing Date, and for so long as Seller
shall service the Loans pursuant to the terms of the Loan Servicing Agreement, all Loan
Documents shall remain in the possession of Seller which shall hold the same for the sole
purpose of allowing Seller to fulfill its servicing obligations under the Loan Servicing
Agreement.

ARTICLE 5 REPRESENTATIONS AND
WARRANTIES OF SELLER

As
a material inducement to the Buyer to enter into this Agreement, and to consummate the
transactions contemplated hereby, the Seller represents and warrants to the Buyer that the
statements contained in this ARTICLE 5 are correct and complete as of the date of this
Agreement and will be correct and complete as of the Closing Date (as though made then and
as though the term Closing Date were substituted for the term
date of this Agreement throughout this ARTICLE 5) as follows:

5.1.       
          General Representations and Warranties. Seller hereby represents,
          warrants, and declares to and in favor of Buyer that:

(a)       Organization.
Seller is a national banking association and is in good           standing under the laws
of each state in which the Construction Lending Offices           are located. Seller is
appropriately qualified to do business in each           jurisdiction in which Seller is
required to be qualified to do business upon the           operations of the Construction
Lending Offices. Seller has all requisite power           and authority to enter into,
execute, and deliver this Agreement and to carry           out the transactions
contemplated herein.

(b)       Authorization:
No Conflict. The execution, delivery and performance of           this Agreement by
Seller have been duly authorized by all necessary corporate or           other action of
Seller. The performance by Seller of its obligations hereunder           do not violate
or conflict with (i) any applicable law or any applicable order,           writ,
injunction, decree, rule or regulation of any Governmental Authority or           any
provision of the Articles of Incorporation or Bylaws, as amended from time           to
time, of the Seller, or (ii) any agreement, contract, lease, license, Permit,
          grant, instrument, or other arrangement to which Seller is a party or to which
          any of the Acquired Assets is subject, which violation or conflict would have a
          material adverse effect on the ability of Seller to perform its obligations
          hereunder.

(c)       Litigation.
There is no action, suit, proceeding, or litigation pending,           or, to the
knowledge of the Seller, threatened against Seller before or by any
          Governmental Authority relating to the Construction Lending Offices, the Loans,
          or the ability of the Seller to enter into this Agreement.

(d)       Binding
Obligation. This Agreement constitutes the legal, valid, and           binding
obligations of Seller enforceable in accordance with its respective           terms,
except as such enforceability may be limited by any applicable           bankruptcy,
insolvency, reorganization, or other similar laws affecting           creditors rights.

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(e)       Brokers.
Seller has not taken any action that would give rise to any           claim against
Buyer, the Loans or the Acquired Assets for a brokers,           finders, or
investment bankers fee or other like payment in           connection with the
transactions contemplated by this Agreement.

(f)       No
Liabilities. Seller has no liabilities or obligations for which the           Buyer
shall be, or may be, responsible for the payment, other than liabilities           or
obligations for the Assumed Liabilities specifically assumed by the Buyer
          pursuant to the terms and provisions of this Agreement.

(g)       Employment
Related Matters. Buyer shall, on or before the Closing Date,           offer
employment to the employees of the Construction Lending Offices on terms           and
provisions acceptable to Buyer with such employment, if acceptable to the
          respective employee, to commence effective immediately following the Closing.
Except as set forth on Schedule 5.1(g) and to Sellers Knowledge, no
          employee, or group of employees has any plans to terminate employment with the
          Seller prior to the Closing Date. To the Sellers Knowledge, (i) the
Seller           has not committed any unfair labor practice in violation of any
Governmental           Authority relating to any of the Construction Lending Offices and
(ii) no           Proceeding exists or has been threatened in regard to any unfair labor
practice           in violation of any Governmental Authority relating to any
Construction Lending           Office. The Seller does not have any Knowledge of any
organizational effort           presently being made or threatened by or on behalf of any
labor union with           respect to employees of the Seller relating to any of the
Construction Lending           Offices.

(h)       Nonpublic
Personal Information. Seller has established and shall maintain
          administrative, technical, and physical safeguards to (i) insure the safety and
          confidentiality of Nonpublic Personal Information, (ii) protect against
          anticipated threats or hazards to the security or integrity of such
information,           (iii) protect against unauthorized access to or use of such
information which           could result in substantial harm or inconvenience to Buyer or
any of the           customers acquired from Seller pursuant to this Agreement, and (iv)
comply with           the provisions of the Act and all other related federal and state
laws, as           applicable, relating to the receipt and use of any Nonpublic Personal
          Information.

5.2.        
Representations
and Warranties Concerning Acquired Assets.

(a)       Personal
Property.

(i)
       Tangible Personal Property. The Seller
owns and has all right, title, and           interest in all Tangible Personal Property
used in the conduct of Construction           Lending Offices as presently conducted and
as included in the Acquired Assets.           Each such item of Tangible Personal
Property is free and clear of any and all           Liens, and Seller is the sole owner
thereof with full right to sell and transfer           the same to Buyer. Except as set
forth herein, the Office Equipment and the           Tangible Personal Property are being
sold in as is condition.

(ii)       Intangible
Property.

(1)       
          Each item of Intangible Property owned or used by the Seller immediately prior
          to the Closing hereunder, except for required third party approvals or consents,
          will be owned or available for use by the Buyer on identical terms and
          conditions immediately subsequent to the Closing hereunder.

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(2)       
          To the Sellers Knowledge, the Seller has not interfered with, infringed
          upon, misappropriated, or otherwise come into conflict with any intellectual
          property rights of third parties, and the Seller has never received any charge,
          complaint, claim, demand, or notice alleging any such interference,
          infringement, misappropriation, or violation (including any claim that the
          Seller must license or refrain from using any intellectual property rights of
          any third party). To the Sellers Knowledge, no third party has interfered
          with, infringed upon, misappropriated, or otherwise come into conflict with any
          intellectual property rights of the Seller with regard to the Intangible
          Property.

(3)       
          Schedule 1.1(c) identifies each license, agreement, or other permission
          which the Seller has granted to any third party with respect to any of its
          Intangible Property (together with any exceptions). With respect to each item of
          Intangible Property:

| | (A)
                  the Seller possesses all right,
title, and interest in and to the item, free           and clear of any Lien, license, or
other restriction, except as described in Schedule 1.1(c);
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (B)
                  the item is not subject to any
outstanding injunction, judgment, order, decree,           ruling, or charge;
| | ----------------------------------------------------------------------------------------------------------------------------------

| | (C)
                  no action, suit, hearing,
investigation, charge, complaint, claim, demand or           other Proceeding is pending
or, to the Knowledge of the Seller, is threatened           which challenges the
legality, validity, enforceability, use, or ownership of           the item; and
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (D)
                  the Seller has not ever agreed to
indemnify any Person for or against any           interference, infringement,
misappropriation, or other conflict with respect to           the item.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(b)
       Contracts. To the Knowledge of Seller,
no party is in breach or default           of any Contract or repudiated or modified any
of the terms thereof, and no event           has occurred which with notice or lapse of
time would constitute a breach or           default, or permit termination, modification,
or acceleration, under any           Contract which is material to the operation of the
Construction Lending Offices.

(c)
       Loans & Loan Documents. Except as
set forth on Schedule           5.2(c),

(i)
       
          Each of the Loans constitutes a valid, binding, non-cancelable and enforceable
          payment obligation of the party or parties thereto (including, but not limited
          to, any borrower or guarantor) and was originated by Seller for valuable and
          adequate consideration in the ordinary course of the Sellers business, in
          material compliance with Sellers Construction Lending Policy Manual, and
          is not subject to any claims, defenses, setoffs or counterclaims, including
          without limitation those afforded by usury or truth-in-lending laws. Each of the
          Loans has been administered by the Seller in material compliance with the
          Construction Lending Policy Manual and all material requirements of any
          Governmental Authority, including without limitation the Financial Institutions
          Reform Recovery and Enforcement Act of 1989, the Equal Credit Opportunity Act,
          the Real Estate Settlement and Procedures Act of 1974 and the Internal Revenue
          Code of 1986, each as amended from time to time and all rules and regulations
          promulgated thereunder.

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(ii)
       
          The Loan Documents associated with each of the Loans (including without
          limitation, the Notes, Mortgages, Loan Agreements, security agreements and
          instruments, applicable control agreements, pledges, guaranties, and such other
          documents relating to the Loans) are and will be (1) enforceable, valid, true,
          binding and legal in all material respects thereto, (2) in material compliance
          with the Construction Lending Policy Manual, (3) in compliance, and have at all
          times been in compliance, in all material respects with the requirements of any
          Governmental Authority, including without limitation the Financial Institutions
          Reform Recovery and Enforcement Act of 1989, the Equal Credit Opportunity Act,
          the Real Estate Settlement and Procedures Act of 1974 and the Internal Revenue
          Code of 1986, each as amended from time to time and all rules and regulations
          promulgated thereunder, and (4) are free from any claims, defenses, or offsets
          or counterclaims, including without limitation those afforded by usury or
          truth-in-lending laws. To the Knowledge of Seller and except as set forth on
          Schedule 5.2(c), none of the terms and provisions of the Loan Documents
          have been waived, modified, altered, satisfied, impaired, canceled, subordinated
          or rescinded in a manner which materially interferes with the security or Lien
          provided by such Loan Document.

(iii)
       
          Mortgages related to, and delivered in connection with, each of the Loans
          constitute a legal, valid, binding and enforceable first priority Lien upon the
          related real property or fixtures, except for encumbrances (1) for current real
          estate taxes; (2) covenants, conditions and restrictions, rights of way,
          easements and other matters that are of public record and are referred to in the
          related lenders Title Policy (or, if not yet issued, referred to in a pro
          forma title policy or title policy commitment meeting the requirements set forth
          below in Section 5.2(c)(iv)) of Seller; and (3) exceptions and exclusions
          specifically referred to in the related lenders Title Policy of the
          Seller.

(iv)
       
          To the extent provided in the Construction Lending Policy Manual, the Lien of
          each Mortgage securing a Loan is insured by an American Land Title Association
          lenders title insurance policy (the Title Policy)
          (except that if such a policy is yet to be issued, such insurance may be
          evidenced by a binding marked up pro forma title policy or title
          policy commitment) in the original principal amount of such Loan after all
          advances of principal, insuring the originator of the related Loan, its
          successor and assigns (as the sole insured) that the related Mortgage is a valid
          first priority Lien on such real property, subject only to the permitted
          encumbrances thereto. Such Title Policy (or, if it has yet to be issued, the
          coverage to be provided thereby) is in full force and effect, all premiums
          thereon have been paid, and the Seller has made no claims thereunder. Seller has
          not done anything that would impair the coverage under such Title Policy.

(v)
       
          If any Mortgage for any Loan is a deed of trust under the Governmental Authority
          in which such real property is located, then a trustee, duly qualified under the
          Governmental Authority to serve as such, has either (1) been properly
          designated, has accepted such designation and currently so serves or (2) may be
          substituted in accordance with the Mortgage and the Governmental Authority in
          which such real property is located.

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(vi)
       
          Each respective borrower and each guarantor under the Loan Agreements is in
          compliance with the material terms and provisions of all documents to which such
          borrower or guarantor is a party.

(vii)
       
          All filings (including UCC filings) and/or delivery requirements necessary in
          any jurisdiction to give a first perfected ownership interest in the Loans and
          to give a first perfected security interest therein pursuant to the security
          interest granted under the Loan Documents have been made or satisfied, as the
          case may be and constitute a legal, valid, and enforceable first priority Lien
          upon the property related thereto.

(viii)
       
          Notwithstanding anything to the contrary, all of the foregoing representations
          and warranties of the Seller contained in this Section 5.2(c) are
          qualified and limited to the extent that any such representation or warranty may
          be untrue as a result of (1) any applicable bankruptcy, liquidation,
          conservatorship, insolvency, reorganization, moratorium, and similar laws
          governing the rights of debtors and creditors and sureties generally, (2)
          principles of equity, equitable defenses, and the exercise of discretion by a
          court applying the same that may limit a lenders right to enforce specific
          performance and other equitable remedies, (3) the rights of the United States or
          any other governmental body in regard to tax liens, (4) any applicable laws that
          may limit the enforceability of any waiver of remedial and other rights and the
          remedies provided in the Loan Documents, and (5) the failure of Buyer or any
          subsequent holder of any interest in any of the Loans to act in a reasonably
          prudent manner consistent with industry customs and practices to continue,
          protect, monitor, or enforce (as applicable) any of the provisions, rights,
          and/or remedies as may be provided in the Loan Documents after the Closing Date;
          and while Seller does not represent and warranty as to the enforceability of
          each and every provision of the Loan Documents in each and every specific
          situation or circumstance, the provisions of the Loan Documents which are
          enforceable are sufficient to provide Buyer with the practical realization of
          the benefits of the Loan Documents.

(d)
       Principal Balances and Maximum Funding
Obligations.

(i)
       
          The Principal Balance relating to each of the Loans as set forth on Schedule
          1.1(d) is true and correct in all respects thereto.

(ii)
       
          The maximum funding obligation relating to each of the Loans as set forth on
          Schedule 1.1(d) is true and correct in all respects thereto.

(e)       Environment,
Health and Safety. Seller does not have any Knowledge that                any
property (whether real or personal) that is included in, or otherwise
               related to, any of the Acquired Assets has been or is currently in
violation of                any Environmental Laws or subject to any Environmental Claims
that are currently                pending or threatened.

(f)       Acquired
Assets. To the extent not otherwise provided, Seller has not                sold,
assigned, or pledged any of the Acquired Assets to any Person and has good
               and marketable title thereto, free and clear of any Lien, and Seller is
the sole                owner thereof with full right to sell and transfer the Acquired
Assets to Buyer.

15

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(g)       Independent
Investigation of Buyer. In the representations and warranties                provided
in Section 5.2(c)above, Seller makes no representation or                warranty
and assumes no liability or responsibility with respect to the                compliance
by Seller with each and every provision of the Construction Lending                Manual
relating to each Loan. The parties acknowledge that                exceptions to
the provisions of the Construction Lending Manual may                exist relating to
certain of the Loans and that the exceptions are                documented in
the loan files for the respective Loans and are deemed disclosed                to the
Buyer. The Loans are being sold to the Buyer without recourse to the
               Seller, except as provided herein.

(h)
       Business in the Ordinary Course. Since
August 13, 2004, Seller has           conducted the Construction Lending Offices only in
the ordinary course and has:

(i)
       
          Not disposed of any material asset relating to the Construction Lending Offices
          other than in the ordinary course of business;

(ii)
       
          Not engaged in any other transaction involving any material asset relating to
          the Construction Lending Offices other than in the ordinary course of business,
          consistent with past practices; and

(iii)
       
          Used reasonable efforts to preserve the present business operations conducted at
          the Construction Lending Offices.

(i)
       Participations. Each Participation (i) a
legal, valid, binding,           enforceable agreement, and in full force and effect and
(ii) will continue to be           a legal, valid, binding, enforceable agreement, and in
full force and effect on           identical terms following the Closing. No party is in
breach of any           Participation or repudiated or modified any of the terms thereof,
and no event           has occurred which with notice or lapse of time would constitute a
breach or           default, or permit termination, modification, or acceleration, under
any           Participation. Provided however, all of the representations and warranties
          contained in this Section 5.2(i)are also qualified and limited by all
          qualifications and limitations set forth in Section 5.2(c)(viii).

5.3.        Reliance
on Representations and Warranties. All warranties and representations made by or on
behalf of the Seller in this Agreement or pursuant to any document, statement,
certificate or other instrument referred to herein or delivered in connection with the
transactions contemplated hereby, shall be deemed to have been material and relied upon
by the Buyer, notwithstanding any investigation made by or on behalf of Buyer.

5.4.        No
Omissions or Misrepresentations. No representation or warranty of Seller contained in
this Agreement or any document, statement, certificate or other instrument provided for
in this Agreement omits or will omit to state any material fact necessary to make each
representation or warranty in this Agreement or any document, statement, certificate or
other instrument provided for in this Agreement accurate and not misleading in any
material respect.

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ARTICLE 6 REPRESENTATIONS AND
WARRANTIES OF BUYER

As
a material inducement to the Seller to enter into this Agreement, and to consummate the
transactions contemplated hereby, the Buyer represents and warrants to the Seller that the
statements contained in this ARTICLE 6 are correct and complete as of the date of this
Agreement and will be correct and complete as of the Closing Date (as though made then and
as though the term Closing Date were substituted for the term
date of this Agreement throughout this ARTICLE 6) as follows:

6.1.       
          General Representations and Warranties. Buyer hereby represents, warrants
          and declares to and in favor of Seller that:

(a)
       Organization and Good Standing. Buyer is
a United States corporation and           validly organized and existing in good standing
under the laws of the United           States. Buyer has all requisite power and
authority to enter into this Agreement           and to carry out the transactions
contemplated herein.

(b)
       Authorization: No Conflict. The
execution, delivery and performance of           this Agreement by Buyer have been duly
authorized by all necessary corporate or           other action of Buyer. The performance
by Buyer of its obligations hereunder do           not violate or conflict with (i) any
applicable law or any applicable order,           writ, injunction, decree, rule or
regulation of any Governmental Authority or           any provision of the Articles of
Incorporation or Bylaws, as amended from time           to time, of the Buyer, or (ii)
any agreement, contract, lease, license, Permit,           grant, instrument or other
arrangement to which Buyer is a party, which           violation or conflict would have a
material adverse effect on the ability of           Buyer to perform its obligations
hereunder.

(c)
       Litigation. There is no action, suit,
proceeding, or litigation pending,           or to the knowledge of the Buyer threatened,
against Buyer before or by any           Governmental Authority which materially
adversely affects the execution,           delivery, or performance by Buyer of this
Agreement.

(d)
       Binding Obligation. This Agreement
constitutes the legal, valid, and           binding obligations of Buyer enforceable in
accordance with their respective           terms, except as such enforceability may be
limited by any applicable           bankruptcy, insolvency, reorganization, or other
similar laws affecting           creditors rights.

(e)
       Brokers. Buyer has not taken any action
that would give rise to any claim           against Seller for a brokers, finders,
or investment bankers           fee or other like payment in connection with the
transaction, contemplated by           this Agreement.

(f)
       Legal Investment. The purchase of the
Loans by the Buyer is a legal           investment pursuant to the laws under which the
Buyer is organized and operates.

(g)
       Investment Purposes. The Buyer is
purchasing the Loans for its own           account for investment purposes only and not
with a view to, or for the resale           thereof.

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(h)
       Nonpublic PersonalInformation. Buyer
has established and shall maintain           administrative, technical, and physical
safeguards to (i) insure the safety and           confidentiality of Nonpublic Personal
Information, (ii) protect against           anticipated threats or hazards to the
security or integrity of such information,           (iii) protect against unauthorized
access to or use of such information which           could result in substantial harm or
inconvenience to Seller or any its customers           following the Closing Date, and
(iv) comply with the provisions of the Act and           all other related federal and
state laws, as applicable, relating to the receipt           and use of any Nonpublic
Personal Information.

(i)
       Reliance on Representations and Warranties.
All warranties and           representations made by or on behalf of the Buyer in
this Agreement or           pursuant to any document, statement, certificate or other
instrument referred to           herein or delivered in connection with the transactions
contemplated hereby,           shall be deemed to have been material and relied upon by
the Seller,           notwithstanding any investigation made by or on behalf of Seller.

(j)
       No Omissions or Misrepresentations. No
representation or warranty of           Buyer contained in this Agreement or any document
provided for in this Agreement           omits or will omit to state any material fact
necessary to make each           representation or warranty in this Agreement or any
document provided for in           this Agreement accurate and not misleading in any
material respect.

ARTICLE 7CONDITIONS PRECEDENT

7.1.       
          Conditions Precedent To The Obligations of Buyer. The performance of the
          obligations of the Buyer is subject to the fulfillment on or prior to the
          Closing Date of each of the following conditions, any one or more of which may
          be waived by Buyer:

(a)       The
representations and warranties of Seller herein contained shall be true in           all
material respects at the Closing Date (except as otherwise specified).

(b)
       Seller shall have in all material respects
performed all obligations and           complied in all material respects with all
covenants and conditions required by           this Agreement to be performed or complied
with by it at or prior to the Closing           Date.

(c)
       Seller shall have delivered to Buyer a
certificate, dated the Closing Date to           the effect of the matters described in
clauses (a) and (b) of this Section 7.1.

(d)
       No statute, ordinance, law, regulation, rule,
decree or order shall have been           enacted, entered, issued, promulgated or
enforced by any Governmental Authority,           nor shall any action, complaint,
investigation, petitions, suit, or other           Proceeding have been instituted and
remain pending by any Governmental Authority           as of the Closing Date which
prohibits or restricts or would (if successful)           prohibit or restrict the
transactions contemplated by this Agreement.

(e)
       Seller shall have delivered to Buyer an
original of the documents described in Section 2.2 above.

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(f)
       Seller and Buyer shall have entered into the
Loan Servicing Agreement.

7.2.       
          Conditions Precedent To Obligations of Seller. The performance of the
          obligations of the Seller is subject to the fulfillment on or prior to the
          Closing Date of each of the following conditions, any one or more of which may
          be waived by Seller:

(a)
       The representations and warranties of Buyer
herein contained shall be true in           all material respects at the Closing Date
with the same effect as though made at           such time.

(b)
       Buyer shall have in all material respects
performed all obligations and complied           in all material respects with all
covenants and conditions required by this           Agreement to be performed or complied
with by it at or prior to the Closing           Date.

(c)
       Buyer shall have delivered to Seller a
certificate, dated the Closing Date and           signed by an authorized signatory of
Buyer, to the effect of the matters           described in clauses (a) and (b) of
this Section 7.2.

(d)
       No statute, ordinance, law, regulation, rule,
decree or order shall have been           enacted, entered, issued, promulgated or
enforced by any Governmental Authority,           nor shall any action, complaint,
investigation, petitions, suit, or other           Proceeding have been instituted and
remain pending by any Governmental Authority           as of the Closing Date which
prohibits or restricts or would (if successful)           prohibit or restrict the
transactions contemplated by this Agreement.

(e)
       The Seller shall have received the Purchase
Price in accordance herewith.

(f)
       Seller and Buyer shall have entered into the
Loan Servicing Agreement.

ARTICLE 8 COVENANTS

8.1.       
          Sellers Covenants. Seller covenants and agrees with Buyer as
          follows:

(a)
       From and after the date of its execution of
this Agreement, Seller shall make           available to Buyer or cause to be made
available to Buyer all of the Acquired           Assets.

(b)
       Seller agrees to promptly furnish to Buyer all
notices, requests, other           documents, and payments received by Seller with
respect to the Acquired Assets           and the Construction Lending Offices relating to
the period after the Closing           Date. Seller shall promptly transmit to Buyer any
payments on any Loans (which           are not subsequently repurchased by Seller) made
after the Closing Date and           received by Seller.

(c)
       Seller shall, at its reasonable expense,
cooperate with Buyer to provide for a           reasonably smooth and orderly transition
of the Acquired Assets from the Seller           to the Buyer.

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(d)
       Seller shall, at its reasonable expense,
cooperate with Buyer to cause all third           parties (i) reasonably necessary to the
operation of the Construction Lending           Offices and (ii) a party to any
Contract, to (y) cooperate with Buyer to           provide for a reasonably smooth and
orderly transition of the Acquired Assets           from the Seller to the Buyer and (z)
provide any consents necessary to           the assignment and assumption of the
Contracts and Intangible Property as may be           reasonably requested by the Buyer.

(e)
       That, upon the reasonable written request of
Buyer, it will execute and deliver           to Buyer, and its successors and assigns,
such further instruments of sale,           conveyance, assignment, and transfer, and
take such other action in order to           more effectively to sell, convey, grant,
assign, transfer and deliver all or any           portion of the Acquired Assets
(excluding any Repurchased Loans).

(f)
       Seller agrees to cooperate and provide access
to appropriate records if           information in the possession or control of Seller
(or its Affiliates) is           necessary with respect to any Liens imposed on Buyer,
the Acquired Assets, or           the Construction Lending Offices or for the conduct of
any regulatory matters,           audits, administrative hearings, or judicial
Proceedings with respect thereto.

(g)
       Seller agrees to allow the Buyer to negotiate
with all employees of the Seller           who are employed at any Construction Lending
Office with the intention of           possibly entering into an employment relationship
with such employees following           the Closing as the Buyer may determine. Nothing
herein express or implied shall           confer upon any employee of Seller, or any
union, collective bargaining agent or           other person or entity, any rights or
remedies (including, but not limited to,           any right to employment, or continued
employment, for any specified period) or           any right to any particular employment
related benefits in connection with any           employment of any nature or kind
whatsoever with the Buyer. Seller shall be           responsible for all accrued but
unpaid obligations to each employee of Seller           and all employment matters
related to the Construction Lending Offices through           and including the Closing
Date. Buyer shall assume no obligations or liabilities           whatsoever of Seller in
respect of workers compensation, severance,           payroll and/or unemployment
tax, pension, profit-sharing, health insurance or           other employment related
benefit liabilities in respect of any employees of           Seller employed by Buyer at
or after the Closing Date.

(h)
       Seller acknowledges and agrees that during the
Due Diligence Period, Buyer and           its Representatives shall be allowed to
conduct, or continue to conduct, a due           diligence review with respect to the
Acquired Assets and the Construction           Lending Offices (the Due Diligence).
In connection with the           Due Diligence, Seller and its Representatives shall use
their best efforts to           (i) cooperate with Buyer and its Representatives,
(ii) provide all           material information, and all documents and other
tangible items containing or           relating to such information, relating to the
Acquired Assets and the operation           of the Construction Lending Offices
reasonably requested by Buyer, or any of its           Representatives and (iii) permit
the Buyer and its Representatives to inspect           any of the Acquired Assets or
Construction Lending Offices. Buyer and its           Representatives shall use their
best efforts to conduct the Due Diligence in a           manner so as not to unreasonably
disrupt the operations of the Seller or the           Construction Lending Offices.

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8.2.       
          Buyer Covenants. Buyer covenants and agrees with Seller as follows:

(a)
       Buyer hereby covenants and agrees that without
the assumption of any additional           liability therefore, upon the reasonable
written request of Seller, it will           execute and deliver to Seller, and its
successors and assigns such further           instruments of assumption, sale,
conveyance, assignment and transfer, and take           such other action as may be
reasonably required to effectuate the intent of this           Agreement.

(b)
       Buyer agrees to cooperate and provide access to
appropriate records if           information in the possession or control of Buyer (or
its Affiliates) is           necessary for the preparation of Tax Returns required to be
filed by Seller with           respect to any Taxes imposed on Seller or the Assets
(which shall be paid by the           Seller) or for the conduct of any tax audits,
regulatory matters, administrative           hearings or judicial Proceedings with
respect thereto.

(c)
       Buyer agrees to promptly furnish to Seller all
notices, requests, other           documents and payments received by Buyer with respect
to any Repurchased Loans.           Buyer shall promptly transmit to Seller any payments
on any Repurchased Loans           made after Seller repurchases such loans.

(d)
       Buyer shall, at its reasonable expense,
cooperate with Seller to provide for a           reasonably smooth and orderly transition
of any Repurchased Loans from the Buyer           to the Seller and provide to Seller any
assignments or agreements as may be           reasonably requested by Seller to fully
transfer and assign any Repurchased           Loans to Seller.

ARTICLE 9 
CONFIDENTIALITY/PUBLIC DISCLOSURE

9.1.       
Confidentiality.

(a)
       Confidential Information. Buyer shall
hold all confidential or private,           non-public information concerning Seller and
its: customers, assets, operations,           activities, proposed activities, and/or
operations, that is furnished to Buyer           by or on behalf of Seller (collectively,
the Confidential           Information) in confidence. Notwithstanding
the foregoing, Buyer may           disclose Confidential Information:(i) to its
Affiliates or any of its or           their Affiliates directors, officers,
employees, auditors, counsel,           advisors, or representatives (collectively, the
          Representatives) whom it reasonably determines need to know
          such information solely for the purposes set forth in this Agreement; (ii) to
          any governmental agency or regulatory body having or claiming to have authority
          to regulate or oversee any aspect of Buyers business or that of its
          Representatives in connection with the exercise of such authority or claimed
          authority; and (iii) pursuant to any subpoena or any similar legal process. For
          purposes hereof, the term Confidential Information shall not
          include information that (w) relates solely to the Acquired Assets; (x)
          is in Buyers possession prior to its being provided by or on behalf of
          Seller, provided that such information is not known by Buyer to be subject to
          another confidentiality agreement with, or other legal or contractual
obligation           of confidentiality to Seller; (y) is or becomes publicly available
(other than           through a breach hereof by Buyer); or (z) becomes available to
Buyer on a           non-confidential basis, provided that the source of such information
was not           known by Buyer to be bound by a confidentiality agreement or other
legal or           contractual obligation of confidentiality with respect to such
information.

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(b)
       Limited Use. Buyer and its
Representatives shall use the Confidential           Information solely for the purposes
set forth herein and shall not in any way           use the Confidential Information to
the detriment of Seller or any of its           customers. Nothing in this Agreement
shall be construed as granting any rights           to Buyer, by license or otherwise, to
any of the Confidential Information.

(c)
       Nonpublic Personal Information. In the
event that the Buyer and/or its           Representatives obtain access to any Nonpublic
Personal Information of any           customers of Seller, the Buyer and its
Representatives shall not disclose or use           such information other than for the
purposes set forth herein.

(d)
       Specific Performance. Buyer understands
and acknowledges that any           disclosure or misappropriation of any of the
Confidential Information in           violation of this Agreement may cause Seller and/or
its customers irreparable           harm, the amount of which may be difficult to
ascertain, and therefore agrees           that Seller and/or its customers shall have the
right to apply to a court of           competent jurisdiction for specific performance
and/or an order restraining and           enjoining any such further disclosure or breach
and for such other relief as           Seller and/or its customers shall deem
appropriate. Such rights of Seller and           its customers are to be in addition to
the remedies otherwise available to           Seller and/or its customers provided
herein, at law, or in equity. Buyer           expressly waives the defense that a remedy
in damages will be adequate and any           requirement in an action for specific
performance or injunction for the posting           of a bond by Seller and/or its
customers.

(e)
       Reservation of Other Rights. This
Agreement is not intended to limit any           rights that Seller and/or its customers
may have under trade secret, copyright,           patent, or other laws that may be
available to Seller and/or its customers, and           such rights are expressly
reserved.

(f)
       Supplemental Provisions. The Seller and
Buyer acknowledge and agree that           the terms of this Section 9.1 are in
addition to, and not in substitution           for, the terms and provisions of the
Confidentiality and Nondisclosure Agreement           between the parties hereto dated
July 14, 2004 attached hereto as Schedule           9.1(f).

9.2.       
Public Announcements. No party hereto shall issue any press release or make any
public announcement relating to the subject matter of this Agreement, whether before or
after the Closing, except for such written information as shall have been approved in
writing as to form and content by both Buyer and Seller; provided, however, that any party
may make any public disclosure that it believes in good faith is required by applicable
law, in which case the disclosing party shall use its reasonable efforts to advise the
other party prior to making such disclosure.

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ARTICLE 10 SURVIVAL;
INDEMNIFICATIONS

10.1.       
Survival. The representations and warranties set forth in this Agreement shall
survive after the date hereof and the Closing. The covenants and agreements of the parties
herein shall survive the Closing and shall continue in full force and effect forever,
subject to applicable statutes of limitations.

10.2.       
Indemnification by Seller. Subject to the provisions of Sections 10.3 and
10.6 hereof, the Seller shall, to the extent provided by Section 10.3,
indemnify, save, and hold harmless the Buyer Parties from and against any and all Losses
arising from, out of, or in any manner connected with or based on:

(a)
       the breach of any covenant of the Seller or the
failure by the Seller to perform           any obligation of the Seller contained herein;

(b)
       any inaccuracy in or breach of any
representation or warranty of the Seller           contained herein;

(c)
       Sellers failure to properly and
accurately file one or more Tax Returns           and pay all Taxes due relating to the
operation of the Construction Lending           Offices on or prior to the Closing Date
or relating to the transaction provided           for herein, or

(d)
       any event, condition, or circumstance occurring
or existing at any time before           the Closing Date, involving or related to the
Acquired Assets and/or the           Construction Lending Offices and not disclosed in
any disclosure schedule           attached to this Agreement, and relating to or arising
from any act or omission           of the Seller.

The
foregoing indemnities shall not limit or otherwise adversely affect the Seller
Parties rights of indemnity for Losses as may be provided in this Agreement.

10.3.       
Limitation on Indemnification by Seller. Notwithstanding any provision in this
Agreement to the contrary, the liability of the Seller under Section 10.2 shall be
reduced, either in the form of reimbursement or transfer of the rights (if transferable)
relating thereto as hereinafter provided, by the amount of any and all:

(a)
       insurance proceeds actually received by any
Buyer Party that arise from the same           event or circumstances giving rise to such
liability;

(b)
       third party set off rights actually awarded to
and received by any Buyer Party           that arise from the same event or circumstances
giving rise to such liability;           and

(c)
       actually realized reductions in the cash
payment of taxes owed by any Buyer           Party arising directly from such liability.

Buyer
agrees that, unless Seller has previously paid the Buyer Parties based upon an
indemnification liability relating thereto, it will file all claims for such insurance
proceeds, set off rights, and tax reductions that may result in a reduction of the
Sellers indemnification liability under this Section 10.3 and take all
commercially reasonable actions to actually receive or realize such insurance proceeds,
set off rights, and tax reductions. In the event Seller has paid the Buyer Parties
pursuant to Section 10.2 above, Buyer will assign its rights under Sections
10.3 (a), (b), or (c) to Seller for prosecution of any applicable
claims relating thereto and in the event any Buyer Parties receive funds under Sections
10.3 (a), (b), or (c) above which have been previously paid by
Seller, Buyer shall immediately reimburse Seller the amount so received.

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10.4.       
Indemnification by Buyer. Subject to the provisions of Sections 10.5 and
10.6, Buyer shall indemnify, save, and hold harmless the Seller Parties from and
against all Losses arising from, out of or in any manner connected with or based on:

(a)
       any breach of any covenant of Buyer or the
failure by Buyer to perform any of           its obligations contained herein;

(b)
       any inaccuracy in or breach of any
representation or warranty of Buyer contained           herein; and

(c)
       any event, condition, or circumstance occurring
or existing at any time after           the Closing Date, involving or relating to the
Acquired Assets and/or the           Construction Lending Offices, and relating to or
arising from any act or           omission of the Buyer.

The
foregoing indemnities shall not limit or otherwise adversely affect Buyer Parties
rights of indemnity for Losses as may be provided in this Agreement.

10.5.       
Limitation on Indemnification by Buyer. Notwithstanding any provision in this
Agreement to the contrary, the liability of the Buyer under Section 10.4 shall be
reduced, either in the form of reimbursement or transfer of the rights relating thereto as
hereinafter provided, by the amount of any and all:

(a)
       insurance proceeds actually received by any
Seller Party that arise from the           same event or circumstances giving rise to
such liability;

(b)
       third party set off rights actually awarded to
and received by any Seller Party           that arise from the same event or
circumstances giving rise to such liability;           and

(c)
       actually realized reductions in the cash
payment of taxes owed by any Seller           Party arising directly from such liability.

Seller
agrees that, unless Buyer has previously paid the Seller Parties based upon an
indemnification liability relating thereto, it will file all claims for such insurance
proceeds, set off rights, and tax reductions that may result in a reduction of the
Buyers indemnification liability under this Section 10.5 and take all
commercially reasonable actions to actually receive or realize such insurance proceeds,
set off rights, and tax reductions. In the event Buyer has paid the Seller Parties
pursuant to Section 10.4 above, Seller will assign its rights under Sections 10.5
(a), (b), or (c) to Buyer for prosecution of any applicable claims
relating thereto and in the event any Seller Parties receive funds under Sections
10.5 (a), (b), or (c) above which have been previously paid by
Buyer, Seller shall immediately reimburse Buyer the amount so received.

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10.6.       
Procedures for Indemnification.

(a)
       Notice. The Person (the Indemnified
Party) that may be           entitled to indemnity hereunder shall give prompt
notice to any party obligated           to give indemnity hereunder (the Indemnifying
Party) of the           assertion of any claim, or the commencement of any
suit, action, or Proceeding           in respect of which indemnity may be sought under
this Agreement. Thereafter,           the Indemnified Party shall deliver to the
Indemnifying Party, promptly (and in           any event within ten (10) business days)
after the Indemnified Partys           receipt thereof, copies of all notices and
documents (including without           limitation court papers) received by the
Indemnified Party relating to such           claim, action, suit, or proceeding.

(b)
       Settlement. The Indemnifying Party shall
not be required to indemnify the           Indemnified Party with respect to any amounts
paid in settlement of any           third-party suit, action, Proceeding, or
investigation entered into without the           written consent of the Indemnifying
Party; provided, however, that if the           Indemnifying Party gives ten (10)
business days prior written notice to           the Indemnified Party of a
settlement offer which the Indemnifying Party desires           to accept and to pay all
Losses with respect thereto (Settlement           Notice) and the
Indemnified Party fails or refuses to consent to such           settlement within ten
(10) business days after delivery of the Settlement Notice           to the Indemnified
Party, and such settlement otherwise complies with the           provisions of this Section
10.6, the Indemnifying Party shall not be           liable for Losses arising from
such third-party suit, action, proceeding, or           investigation in excess of the
amount proposed in such settlement offer.           Notwithstanding the foregoing, no
Indemnifying Party will consent to the entry           of any judgment or enter into any
settlement without the consent of the           Indemnified Party, if such judgment or
settlement imposes any obligation,           liability, or sanction upon the Indemnified
Party other than the execution,           delivery, or approval thereof and customary
releases of claims with respect to           the subject matter thereof.

(c)
       Cooperation. The parties shall cooperate
in defending any such           third-party suit, action, proceeding, or investigation,
and the defending party           shall have reasonable access to the books, records, and
personnel in the           possession or control of the other party that are pertinent to
the defense. The           Indemnified Party may join the Indemnifying Party in any suit,
action, claim, or           proceeding brought by a third party, as to which any right of
indemnity created           by this Agreement would or might apply, for the purpose of
enforcing any right           of the indemnity granted to such Indemnified Party pursuant
to this Agreement.           The cost of joining therein, including reasonable attorneys fees,
shall be           included in the amount of the indemnification obligation of the
Indemnifying           Party provided for herein.

10.7.       
Sole Remedy. Except with respect to conduct constituting actual fraud, the
indemnification provisions contained in this ARTICLE 10 (subject to the limitations set
forth in this ARTICLE 10) shall be the sole and exclusive remedy of the Buyer Parties
and/or the Seller Parties for any Losses arising from, out of, or in any manner connected
with or based on (a) this Agreement, (b) the sale and purchase of the Acquired Assets, (c)
the assumption of the Assumed Liabilities, and/or (d) the Construction Lending Offices.

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ARTICLE 11TERMINATION

11.1.       
Grounds for Termination. This Agreement may be terminated at any time prior to or at
the Closing by:

(a)
       Mutual Consent. The written agreement of
the Seller and Buyer;

(b)
       By the Seller. The Seller, upon written
notice to Buyer that: (i) any of           the conditions set forth in Section 7.2 have
not been satisfied in all           material respects as of the Closing Date or the
satisfaction of any of such           condition is or has become impracticable (other
than by reason of the failure of           the Seller to comply with its obligations
under this Agreement); (ii) the           Closing has not occurred (other than by reason
of the failure of the Seller to           comply with its obligations under this
Agreement) on or before October 31, 2004;           or (iii) the parties are not able to
mutually agree upon the Schedules,           including the terms and provisions of the
Loan Servicing Agreement, to be           completed by the parties on or prior to the
Closing; or

(c)
       By Buyer. The Buyer, upon written notice
to the Seller, that: (i) any of           the conditions set forth in Section 7.1 have
not been satisfied in all           material respects as of the Closing Date or the
satisfaction of any of such           condition is or has become impracticable (other
than by reason of the failure of           Buyer to comply with its obligations under
this Agreement); (ii) the Closing has           not occurred (other than by reason of the
failure of the Buyer to comply with           its obligations under this Agreement) on or
before October 31, 2004; or (iii)           the parties are not able to mutually agree
upon the Schedules, including the           terms and provisions of the Loan Servicing
Agreement, to be completed by the           parties on or prior to the Closing.

ARTICLE 12 MISCELLANEOUS
PROVISIONS

12.1.       
Governing Law: Jurisdiction: Consent to Service of Process. This Agreement shall be
governed by and construed in accordance with the internal laws of the State of Indiana,
without giving effect to its choice of law rules and principles. Each of the parties
hereto irrevocably: (a) submits to the non-exclusive jurisdiction of the courts of the
State of Indiana and the federal courts of the United States of America located in
Indianapolis, Indiana for the purpose of any action or proceeding relating to this
Agreement; (b) waives, to the fullest extent permitted by law, the defense of an inconvenient
forum in any action or proceeding in any such court; (c) agrees that a final judgment in
any action or proceeding in any such court shall be conclusive and may be enforced in
other jurisdictions by suit on the judgment or in any other manner provided by law; and
(d) consents to service of process upon it by mailing a copy thereof by certified mail
addressed to it and its counsel as provided for notices hereunder.

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12.2.       
Severability of Provisions. Each part of this Agreement is intended to be severable
if any one or more of the covenants, agreements, provisions, or terms of this Agreement
shall be for any reason whatsoever held invalid, the invalidity of any such covenant,
agreement, provisions, orterm of this Agreement shall in no way affect the
validity or enforceability of the other provisions of this Agreement.

12.3.       
Schedules and Exhibits. The Schedules (and any appendices thereto) referred to in
this Agreement are and shall be incorporated herein and made a part hereof.

12.4.       
No Third Party Beneficiaries. Except as contemplated by ARTICLE 10 of this
Agreement, no Person not a party to this Agreement shall have rights under this Agreement
as a third party beneficiary or otherwise.

12.5.       
Amendments and Waivers. This Agreement may only be amended by an instrument in
writing signed on behalf of the Buyer and the Seller. Neither a failure by a party hereto
to exercise any of its options hereunder, nor failure to enforce its rights or seek its
remedies upon any default, shall effect or constitute a waiver of the respective
partys right to enforce such right, or to seek remedy with respect to that default
or to any prior or subsequent default. Any term or provision of this Agreement may only be
waived in writing by the party which is entitled to the benefits thereof.

12.6.       
When Effective. This Agreement shall become effective only upon the execution and
delivery of one or more counterparts of this Agreement by the Buyer and the Seller.

12.7.       
Successors and Assigns. This Agreement and the terms, covenants, conditions,
provisions, obligations, undertakings, rights, and benefits hereof shall be binding upon
and inure to the benefit of Buyer and Seller and their respective successors and assigns.
Provided however, prior to the Closing, Buyer may not assign its rights under this
Agreement without the written consent of the Seller. After the Closing, Buyer may assign
its rights under this Agreement without the consent of the Seller, but in such event,
Buyer shall nevertheless remain responsible and fully liable for the performance of all of
its obligations under this Agreement.

12.8.       
Entire Agreement. This Agreement (including the Schedules attached hereto)
constitutes the entire agreement between the parties with respect to the transactions
contemplated herein and supersedes all prior agreements, written or oral, with respect
thereto.

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12.9.       
Notices. All communications under this Agreement shall be in writing and shall be
deemed received when personally delivered or three (3) business days following the day
mailed by certified mail or return receipt requested, to the following addresses:

|                           | 
|-------------------------- | 
|If to Seller:              | 
|                           | 
|                           | 
|                           | 
|With a copy to:            | 
|(which will not constitute | 
|notice hereunder)          | 
|                           | 
|If to Buyer:               | 
|                           | 
|                           | 
|                           | 
|With a copy to:            | 
|(which will not constitute | 
|notice hereunder)          | 
|                           | 

Any
party may change its address for receipt of notices from time to time by written notice to
the other party.

12.10.       
Counterparts. This Agreement may be executed in any number of counterparts, but all
of such counterparts together shall constitute one and the same agreement.

12.11.       
JURY WAIVER. All PARTIES HERETO EXPRESSLY WAIVE ALL RIGHTS TO TRIAL BY JURY IN ANY
ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF, IN CONNECTION WITH OR IN ANY WAY
RELATED TO THIS AGREEMENT.

12.12.       
Expenses. Each party hereto shall pay its own costs and expenses (including all
legal expenses) relating to this Agreement, the negotiations leading up to this Agreement,
and the performance of this Agreement, except as otherwise expressly provided in this
Agreement.

12.13.       
Interpretation. This Agreement (and all agreements referred to or incorporated into
this Agreement) are being entered into among competent Persons, who are experienced in
business and represented by counsel, and has been reviewed by the parties and their
counsel. Therefore, any ambiguous language in this Agreement (and all agreements referred
to or incorporated herein) will not necessarily be construed against any particular party
as the drafter of such language.

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12.14.       
No Fiduciary Relationship.Notwithstanding any provision to the contrary
contained elsewhere in this Agreement or the Loan Servicing Agreement, Seller shall not
have any duties or responsibilities, except those expressly set forth herein, nor shall
Seller have or be deemed to have any fiduciary relationship with the Buyer, and no implied
covenants, functions, responsibilities, duties, obligations, or liabilities shall be read
into this Agreement, the Loan Servicing Agreement, or any other agreement or otherwise
exist against Seller.

12.15.       
   Certain Rules of Construction.  For purposes of this Agreement:

(a)
       Certain References. The words herein, hereof and
          hereunder, and words of similar import, refer to this Agreement as
a           whole and not to any particular provision of this Agreement, and references
to           Sections, Paragraphs and Schedules, and similar references, are to Sections
or           Paragraphs of, or Schedules to, this Agreement unless otherwise specified.

(b)
       General Rules. Unless the context
otherwise requires: (i) the           singular includes the plural, and vice versa;
(ii) all pronouns and any           variations thereof refer to the masculine,
feminine or neuter, as the identity           of the person or persons may require; (iii) all
definitions and references           to an agreement, instrument or document means such
agreement, instrument or           document together with all exhibits and schedules
thereto and any and all           amendments, restatements, supplements, replacements, or
modifications thereto as           the same may be in effect at the time such definition
or reference is applicable           for any purpose; (iv) all references to any
party shall include such           partys successors and permitted assigns; (v) include,
          includes, and including are to be treated as if
followed           by without limitation whether or not they are followed by
these           words or words with a similar meaning; and (vi) attorneys fees
shall           include reasonable allocated costs of in-house counsel.

(c)
       Headings. The headings of the various
subdivisions hereof are for           convenience of reference only and shall in no way
modify or affect the           interpretation of any of the terms or provisions hereof.

12.16.       
Completed Schedules. The parties acknowledge that certain of the Schedules referred
to herein have not been, and will not be, completed as of the date of execution of this
Agreement. Upon execution hereof, a note shall be reflected on each such Schedule that the
Schedule is To Be Completed on or prior to the Closing Date. Seller and Buyer
shall jointly complete such Schedules on or prior to the Closing Date, initial each
completed Schedule at or before the Closing, and such completed Schedules shall be deemed
incorporated into this Agreement as if attached to this Agreement at the time of execution
hereof.

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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first
above written.

FIRST INDIANA BANK, N.A. ("Seller")

By:  /s/ Robert H. Warrington
        Robert H. Warrington, President and CEO

TIERONE BANK ("Buyer")

By:  /s/ Gale R. Furnas
        Gale R. Furnas, Executive Vice President

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LIST OF SCHEDULES:

|  |      
|- | -----
|1 | .1(a)
|1 | .1(b)
|1 | .1(c)
|1 | .1(d)
|1 | .1(e)
|1 | .1(f)
|2 | .3   
|2 | .7   
|3 | .1(a)
|3 | .1(b)
|3 | .2   
|5 | .1(g)
|5 | .2(c)
|9 | .1(f)

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# ASSET PURCHASE
AGREEMENT

# Schedule 1.1(a)

# Contracts and Leases

To Be Completed on or
prior to the Closing Date

32

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# ASSET PURCHASE
AGREEMENT

# Schedule 1.1(b)

# Excluded Assets

To Be Completed on or
prior to the Closing Date

33

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# ASSET PURCHASE
AGREEMENT

# Schedule 1.1(c)

# Intangible Property

To Be Completed on or
prior to the Closing Date

34

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# ASSET PURCHASE
AGREEMENT

# Schedule 1.1(d)

# Loans

To Be Completed on or
prior to the Closing Date

35

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# ASSET PURCHASE
AGREEMENT

# Schedule 1.1(e)

# Tangible Personal
Property

(including Office
Equipment)

To Be Completed on or
prior to the Closing Date

36

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# ASSET PURCHASE
AGREEMENT

# Schedule 1.1(f)

# Participations

To Be Completed on or
prior to the Closing Date

37

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# ASSET PURCHASE
AGREEMENT

# Schedule 2.3

# Loan Costs and
Expenses

(Due to Seller at
Closing)

To Be Completed on or
prior to the Closing Date

38

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# ASSET PURCHASE
AGREEMENT

# Schedule 2.7

# Purchase Price
Allocation

To Be Completed on or
prior to the Closing Date

39

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# ASSET PURCHASE
AGREEMENT

# Schedule 3.1(a)

# Past Due Loans

To Be Completed on or
prior to the Closing Date

40

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# ASSET PURCHASE
AGREEMENT

# Schedule 3.1(b)

# Classified Loans

To Be Completed on or
prior to the Closing Date

41

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# ASSET PURCHASE
AGREEMENT

# Schedule 3.2

# Excluded Loans

(Past Due and
Classified Loans which are not includedin sale)

To Be Completed on or
prior to the Closing Date

42

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# ASSET PURCHASE
AGREEMENT

# Schedule 5.1(g)

# Employment Related
Matters

To Be Completed on or
prior to the Closing Date

43

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# ASSET PURCHASE
AGREEMENT

# Schedule 5.2(c)

# Loan Exceptions

To Be Completed on or
prior to the Closing Date

44

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# ASSET PURCHASE
AGREEMENT

# Schedule 9.1(f)

# Confidentiality and
Nondisclosure AgreementDated July 14, 2004

(See Attached)

45