exhibit10-1.htm


    
       

      STOCK
PURCHASE AGREEMENT

      


      among

      


      CAVALIER
HOMES, INC.


      “Seller”


       

      TRIAD
FINANCIAL SERVICES, INC.


      “Purchaser”


      


      and


      


      CIS
FINANCIAL SERVICES, INC.


      “Company”

      


      Dated
as of January 21, 2009


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Table of
Contents

       

      
        
          
            
              	 
      	 	
                      Page

                    	 
	
                      ARTICLE
      1 DEFINITIONS

                    	 	 	5	 
	
                      1.1  AFFILIATE

                    	 	 	5	 
	
                      1.2  AUDITED
      FINANCIAL STATEMENTS

                    	 	 	5	 
	
                      1.3  BUSINESS
      DAY

                    	 	 	5	 
	
                      1.4  CAC

                    	 	 	5	 
	
                      1.5  CLAIM

                    	 	 	5	 
	
                      1.6  CLAIM
      NOTICE

                    	 	 	5	 
	
                      1.7  CLOSING

                    	 	 	5	 
	
                      1.8  CODE

                    	 	 	6	 
	
                      1.9  COMMERCIALLY
      REASONABLE EFFORTS

                    	 	 	6	 
	
                      1.10  COMPANY

                    	 	 	6	 
	
                      1.11  CONTRACT

                    	 	 	6	 
	
                      1.12  CONTROLLED
      GROUP

                    	 	 	6	 
	
                      1.13  DEPOSIT

                    	 	 	6	 
	
                      1.14  EMPLOYEE

                    	 	 	6	 
	
                      1.15  EMPLOYEE
      BENEFIT PLAN

                    	 	 	6	 
	
                      1.16  ESCROW
      AGENT

                    	 	 	6	 
	
                      1.17  ESCROW
      AGREEMENT

                    	 	 	6	 
	
                      1.18  FINANCIAL
      STATEMENTS

                    	 	 	6	 
	
                      1.19  FLOW
      LOAN PORTFOLIO

                    	 	 	6	 
	
                      1.20  FLOW
      LOANS

                    	 	 	6	 
	
                      1.21  FORMER
      EMPLOYEE

                    	 	 	6	 
	
                      1.22  FUNDAMENTAL
      REPRESENTATIONS

                    	 	 	7	 
	
                      1.23  GAAP

                    	 	 	7	 
	
                      1.24  HOLD
      LOAN PORTFOLIO

                    	 	 	7	 
	
                      1.25  HOLD
      LOANS

                    	 	 	7	 
	
                      1.26  INDEMNIFIED
      PARTY

                    	 	 	7	 
	
                      1.27  INDEMNIFYING
      PARTY

                    	 	 	7	 
	
                      1.28  INTELLECTUAL
      PROPERTY

                    	 	 	7	 
	
                      1.29  KNOWLEDGE
      OF SELLER

                    	 	 	7	 
	
                      1.30  IRS

                    	 	 	7	 
	
                      1.31  LEASE
      AGREEMENT

                    	 	 	7	 
	
                      1.32  LEGAL
      REQUIREMENT

                    	 	 	7	 
	
                      1.33  LIABILITY
      CLAIM

                    	 	 	7	 
	
                      1.34  LITIGATION
      CONDITIONS

                    	 	 	8	 
	
                      1.35  LIENS

                    	 	 	8	 
	
                      1.36  LOSSES

                    	 	 	8	 
	
                      1.37  MATERIAL
      ADVERSE CHANGE (OR EFFECT)

                    	 	 	8	 
	
                      1.38  MATURITY
      DATE

                    	 	 	8	 
	
                      1.39  NOTICE
      PERIOD

                    	 	 	8	 
	
                      1.40  PERSON

                    	 	 	8	 
	
                      1.41  PROPRIETARY
      RIGHTS

                    	 	 	8	 
	
                      1.42  PURCHASER
      INDEMNIFIED PARTIES

                    	 	 	8	 
	
                      1.43  PURCHASE
      PRICE

                    	 	 	8	 


            

          

        

        



        
          
             


          

          
             


            
              

            

          

          
             


          

        


        


        
          
            
              	
                      1.44  SELLER
      INDEMNIFIED PARTIES

                    	 	 	8	 
	
                      1.45  SHARES

                    	 	 	8	 
	
                      1.46  SUBSIDIARY

                    	 	 	8	 
	
                      1.47  TAXES

                    	 	 	8	 
	
                      1.48  TAX
      RETURNS

                    	 	 	9	 
	
                      1.49  TERMINATION
      DATE.

                    	 	 	9	 
	
                      1.50  THIRD
      PARTY CLAIM

                    	 	 	9	 
	
                      1.51  UNAUDITED
      FINANCIAL STATEMENTS

                    	 	 	9	 
	 
      	 	 	 	 
	
                      ARTICLE
      2 SALE OF STOCK

                    	 	 	9	 
	
                      2.1  PURCHASE
      AND SALE OF THE SHARES

                    	 	 	9	 
	
                      2.2  PURCHASE
      PRICE

                    	 	 	9	 
	 
      	 	 	 	 
	
                      ARTICLE
      3 CLOSING

                    	 	 	9	 
	
                      3.1  CLOSING

                    	 	 	9	 
	
                      3.2  DELIVERIES
      BY SELLER AT CLOSING

                    	 	 	9	 
	
                      3.3  DELIVERIES
      BY PURCHASER AT CLOSING

                    	 	 	10	 
	 
      	 	 	 	 
	
                      ARTICLE
      4 REPRESENTATIONS AND WARRANTIES OF SELLER

                    	 	 	10	 
	
                      4.1  ORGANIZATION
      AND POWER

                    	 	 	10	 
	
                      4.2  ENFORCEABILITY
      OF AGREEMENT

                    	 	 	10	 
	
                      4.3  EFFECT
      OF AGREEMENT

                    	 	 	10	 
	
                      4.4  AUTHORIZED
      CAPITALIZATION OF THE COMPANY

                    	 	 	11	 
	
                      4.5  OWNERSHIP
      AND TRANSFER OF THE SHARES

                    	 	 	11	 
	
                      4.6  SUBSIDIARIES

                    	 	 	11	 
	
                      4.7  FINANCIAL
      STATEMENTS AND UNDISCLOSED LIABILITIES

                    	 	 	11	 
	
                      4.8  CONTRACTS

                    	 	 	11	 
	
                      4.9  LEASES

                    	 	 	12	 
	
                      4.10  LITIGATION

                    	 	 	12	 
	
                      4.11  RESTRICTIVE
      DOCUMENTS

                    	 	 	12	 
	
                      4.12  COMPLIANCE
      WITH LEGAL REQUIREMENTS

                    	 	 	12	 
	
                      4.13  PROPRIETARY
      RIGHTS

                    	 	 	12	 
	
                      4.14  TAX
      MATTERS

                    	 	 	13	 
	
                      4.15  EMPLOYEE
      BENEFIT PLANS

                    	 	 	14	 
	
                      4.16  ABSENCE
      OF CERTAIN EVENTS

                    	 	 	16	 
	
                      4.17  GOVERNMENT
      PERMITS

                    	 	 	17	 
	
                      4.18  TITLE
      TO PROPERTIES

                    	 	 	17	 
	
                      4.19  INSURANCE

                    	 	 	17	 
	
                      4.20  BOOKS
      AND RECORDS

                    	 	 	17	 
	
                      4.21  EMPLOYEES

                    	 	 	17	 
	
                      4.22  BROKER’S
      OR FINDER’S FEES

                    	 	 	17	 
	 
      	 	 	 	 
	
                      ARTICLE
      5 REPRESENTATIONS AND WARRANTIES OF PURCHASER

                    	 	 	18	 
	
                      5.1  ORGANIZATION

                    	 	 	18	 
	
                      5.2  AUTHORITY
      RELATIVE TO AGREEMENT

                    	 	 	18	 
	
                      5.3  ENFORCEABILITY
      OF AGREEMENT

                    	 	 	18	 
	
                      5.4  EFFECT
      OF AGREEMENT

                    	 	 	18	 
	
                      5.5  BROKER’S
      OR FINDER’S FEES

                    	 	 	18	 


            

          

        

        



        
          
             


          

          
            2

            
              

            

          

          
             


          

        


        


        
          
            
              	
                      ARTICLE
      6 COVENANTS OF SELLER

                    	 	 	18	 
	
                      6.1  CONDUCT
      OF BUSINESS

                    	 	 	18	 
	
                      6.2  EXCLUSIVE
      DEALING

                    	 	 	19	 
	
                      6.3  ACCESS
      AND INFORMATION

                    	 	 	19	 
	
                      6.4  CURRENT
      INFORMATION

                    	 	 	20	 
	
                      6.5  SECTION
      338(H)(10) ELECTION

                    	 	 	20	 
	
                      6.6  FURTHER
      ASSURANCES

                    	 	 	20	 
	
                      6.7  INSURANCE
      POLICIES

                    	 	 	20	 
	
                      6.8  BONDS

                    	 	 	20	 
	 
      	 	 	 	 
	
                      ARTICLE
      7 COVENANTS OF PURCHASER

                    	 	 	20	 
	
                      7.1  FURTHER
      ASSURANCES

                    	 	 	20	 
	 
      	 	 	 	 
	
                      ARTICLE
      8 CONDITIONS TO CLOSING

                    	 	 	20	 
	
                      8.1  CONDITIONS
      TO BOTH PARTIES’ OBLIGATION

                    	 	 	20	 
	
                      8.2  CONDITIONS
      TO OBLIGATIONS OF PURCHASER

                    	 	 	21	 
	
                      8.3  CONDITIONS
      TO OBLIGATIONS OF SELLER

                    	 	 	21	 
	 
      	 	 	 	 
	
                      ARTICLE
      9 TERMINATION, AMENDMENT AND WAIVER

                    	 	 	22	 
	
                      9.1  TERMINATION

                    	 	 	22	 
	
                      9.2  EFFECT
      OF TERMINATION

                    	 	 	22	 
	 
      	 	 	 	 
	
                      ARTICLE
      10 SURVIVAL OF REPRESENTATIONS; INDEMNIFICATION

                    	 	 	22	 
	
                      10.1  SURVIVAL
      OF REPRESENTATIONS

                    	 	 	22	 
	
                      10.2  INDEMNIFICATION
      BY SELLER

                    	 	 	23	 
	
                      10.3  INDEMNIFICATION
      BY PURCHASER

                    	 	 	23	 
	
                      10.4  TERMS
      AND CONDITIONS OF INDEMNIFICATION

                    	 	 	23	 
	
                      10.5  LIMITATION
      ON INDEMNIFICATION

                    	 	 	24	 
	
                      10.6  ARBITRATION

                    	 	 	25	 
	 
      	 	 	 	 
	
                      ARTICLE
      11 COOPERATION AND ACCESS TO RECORDS

                    	 	 	25	 
	
                      11.1  COOPERATION
      IN LITIGATION

                    	 	 	25	 
	
                      11.2  TAXES

                    	 	 	25	 
	
                      11.3  MAINTENANCE
      OF RECORDS

                    	 	 	25	 
	 
      	 	 	 	 
	
                      ARTICLE
      12 MISCELLANEOUS

                    	 	 	26	 
	
                      12.1  FLOW
      LOAN PORTFOLIO

                    	 	 	26	 
	
                      12.2  HOLD
      LOAN PORTFOLIO

                    	 	 	26	 
	
                      12.3  EXECUTION
      IN COUNTERPARTS

                    	 	 	26	 
	
                      12.4  NOTICES

                    	 	 	26	 
	
                      12.5  WAIVERS

                    	 	 	27	 
	
                      12.6  ENTIRE
      AGREEMENT

                    	 	 	28	 
	
                      12.7  CONSTRUCTION
      AND VENUE

                    	 	 	28	 
	
                      12.8  SEVERABILITY

                    	 	 	28	 
	
                      12.9  BINDING
      EFFECT

                    	 	 	28	 
	
                      12.10  ASSIGNMENT

                    	 	 	28	 
	
                      12.11  EXPENSES

                    	 	 	28	 
	
                      12.12  PUBLICITY

                    	 	 	29	 


            

          

        

        



        
          
             


          

          
            3

            
              

            

          

          
             


          

        


       

      Schedules
and Exhibits

      


      Schedule
4.1  Foreign Qualifications

      Schedule
4.8  Contracts

      Schedule
4.9  Leases

      Schedule
4.10  Litigation

      Schedule
4.13  Intellectual Property

      Schedule
4.15  Employee Benefit Plans

      Schedule
4.17  Government Permits

      Schedule
4.19  Insurance

      Schedule
4.21  Employees

      


      Exhibit
A  Form of Escrow Agreement

      Exhibit
B  Form of Lease Agreement


      
        
           


        

        
          4

          
            

          

        

        
           


        

      


      STOCK
PURCHASE AGREEMENT

      


      


      THIS STOCK PURCHASE AGREEMENT
dated as of January 21, 2009, is among TRIAD FINANCIAL SERVICES,
INC., a Florida corporation (“Purchaser”),
CAVALIER HOMES, INC., a
Delaware corporation (“Seller”),
and CIS FINANCIAL SERVICES,
INC., an Alabama corporation (the “Company”
and, together with Purchaser and Seller, the “Parties”).

      


      Background
Statement

      


      Seller
owns all of the issued and outstanding shares (the “Shares”)
of capital stock of the Company.  Seller desires to sell and Purchaser
desires to purchase all of the Shares, upon the terms and subject to the
conditions hereinafter set forth, and the Company desires to acknowledge and
agree to the terms hereinafter set forth.

      Statement
of Agreement

      


      Accordingly,
the Parties agree as follows:

      


      ARTICLE
1

      DEFINITIONS

      


      The
following terms shall have the meanings assigned to them below:

      


      1.1  Affiliate.  “Affiliate” means
any Person that owns or controls, is owned or controlled by or is under common
ownership or control with the Person in question and any family member of such
Person; “Control” means the possession, directly or indirectly, of the power to
cause the direction of the management and policies of a Person, whether through
the ownership of voting stock, securities or other equity interests, by contract
or otherwise.

      


      1.2  Audited Financial
Statements.  “Audited
Financial Statements” has the meaning assigned to it in Section
4.7.

      


      1.3  Business Day.  “Business Day”
means any day other than (a) a Saturday, Sunday or federal holiday or (b) a day
on which commercial banks in Alabama are authorized or required to be
closed.

      


      1.4  CAC.  “CAC” means
Cavalier Acceptance Company, LLC, an Alabama limited liability
company.

      


      1.5  Claim.  “Claim” has the
meaning assigned to it in Section 10.4(a).

      


       

      1.6  Claim
Notice.  “Claim Notice” has the meaning assigned to it in
Section 10.4(a).

      


       

      1.7  Closing.  “Closing” and
“Closing Date” have the meanings assigned to them in Section 3.1.

      



      
        
           


        

        
          5

          
            

          

        

        
           


        

      


      1.8  Code.  “Code” means the
Internal Revenue Code of 1986, as amended, and the Treasury Regulations
promulgated thereunder.

      


      1.9  Commercially Reasonable
Efforts.  “Commercially
Reasonable Efforts” means the efforts that a prudent business Person would use
in similar circumstances to achieve a desired result in a reasonably efficient
and cost-effective manner.

      


      1.10  Company. “Company” has the meaning
set forth in the first paragraph.

      


      1.11  Contract.  “Contract” means
any agreement, contract, obligation, promise or undertaking (whether written or
oral and whether express or implied) that is legally binding, including any
amendments, addendum, exhibits, schedules or other documents that form part of
that Contract.

      


      1.12  Controlled Group.  “Controlled
Group” means any trade or business (whether or not incorporated) (i) under
common control within the meaning of Section 4001 (b) (1) of ERISA with the
Company or (ii) that, together with the Company, is treated as a single employer
under Section 414(f) of the Code.

      


      1.13  Deposit.  “Deposit” has the
meaning assigned to it in Section 2.2.

      


      1.14  Employee.  “Employee” means
all individuals (including common law employees, independent contractors and
individual consultants) who as of the Closing Date are employed or engaged by
the Company.

      


      1.15  Employee Benefit Plan.  “Employee Benefit
Plan” has the meaning assigned to it in Section 4.15(a).

      


      1.16  Escrow Agent.  “Escrow Agent”
means ServisFirst Bank.

      


      1.17  Escrow Agreement.  “Escrow
Agreement” means an Escrow Agreement among Purchaser, Seller and Escrow Agent,
dated as of the Closing Date and substantially in the form of Exhibit
A.

      


      1.18  Financial Statements.  "Financial
Statements" has the meaning assigned to it in Section 4.7.

      


      1.19  Flow Loan Portfolio.  "Flow Loan
Portfolio" means all flow and construction loans funded by the Company prior to
the Closing Date and held by CAC at Closing.

      


      1.20  Flow Loans.  "Flow Loans" has
the meaning assigned to it in Section 12.1.

      


      1.21  Former Employee.  “Former Employee”
means all individuals (including common law employees, independent contractors,
and individual consultants) who were employed or engaged by the Company but who
are no longer so employed on the Closing Date.


      
        
           


        

        
          6

          
            

          

        

        
           


        

      


      1.22  Fundamental
Representations.  “Fundamental
Representations” means the representations and warranties made in Sections 4.1,
4.2, 4.3, 4.4, 4.5, 4.7, 4.12, 4.13, 4.14, 4.15, 4.17, 4.18, 4.20, 5.1, 5.2,
5.3, 5.4 and 5.5.

      


      1.23  GAAP.  “GAAP” means
generally accepted accounting principles, consistently applied.

      


      1.24  Hold Loan Portfolio.  “Hold Loan
Portfolio” means a portfolio of loans held by CAC, with a current value of
approximately $2.3 million, including any repossessions and/or losses directly
related to the Hold Loan Portfolio.

      


      1.25  Hold Loans.  “Hold Loans”
shall have the meaning assigned to it in Section 12.2.

      


      1.26  Indemnified
Party.  “Indemnified Party” has the meaning assigned to it in
Section 10.4(a).

      


      1.27  Indemnifying
Party.  “Indemnifying Party” shall have the meaning assigned to
it in Section 10.4(a).

      


      1.28  Intellectual
Property.  “Intellectual Property” means all United States and
foreign intellectual property, including without limitation patents, patent
applications and other patent rights, trademarks, trade names, service marks,
trade dress, brand names, logos, other trade designations (including
unregistered names and marks), trademark applications, trademark registrations,
service mark applications, service mark registrations, copyrights, copyright
applications, inventions, inventors’ notes, moral rights, formulations,
processes, methods, Internet domain names, Internet websites, URLs, trade
secrets, software, computer programs, computer source codes, know-how, customer
information, supplier information, proprietary development information, drawings
and designs, and other proprietary rights.

      


      1.29  Knowledge of Seller.  “To the knowledge
of Seller” and similar phrases mean the knowledge of Seller, its officers,
directors and senior level management, including without limitation, Paula
Reeves and Mike Murphy.

      


      1.30  IRS.  “IRS” means the
Internal Revenue Service.

      


      1.31  Lease Agreement.  “Lease Agreement”
means a Lease Agreement between Purchaser and the Cavalier Real Estate Co.,
Inc., dated as of the Closing Date and substantially in the form of Exhibit
B.

      


      1.32  Legal Requirement.  “Legal
Requirement” means any federal, state, local, municipal, foreign, international,
multinational or constitution law, ordinance, principle of common law (including
equitable principles), statute, code, regulation, rule, order, decree, policy,
guidance statement, treaty or decision, conclusion or determination made by a
government official relating to or imposing liability or standards of
conduct.

      


      1.33  Liability
Claim.  “Liability Claim” has the meaning assigned to it in
Section 10.4(a).


      
        
           


        

        
          7

          
            

          

        

        
           


        

      


      1.34  Litigation Conditions.  “Litigation
Conditions” has the meaning assigned to it in Section 10.4(a).

      


      1.35  Liens.  “Liens” means
liens, mortgages, security interests, statutory and involuntary liens,
encumbrances, restrictions and judgment or other creditor liens.

      


      1.36  Losses.  “Losses” means
damages, losses, expenses, claims, demands, suits, causes of action,
proceedings, judgments and liabilities, including reasonable attorneys’ fees and
court costs.

      


      1.37  Material Adverse Change (or
Effect).
“Material Adverse Change (or Effect)” means a change (or effect) in the
financial condition, properties, assets, rights, operations, business or
prospects that, individually or in the aggregate, is materially adverse to the
relevant financial condition, properties, assets, rights, operations, business
or prospects, as applicable, of the Person in question.

      


      1.38  Maturity Date. “Maturity Date” shall have
the meaning assigned to it in Section 12.1.

      


      1.39  Notice
Period.  “Notice Period” shall have the meaning assigned to it
in Section 10.4(a).

      


      1.40  Person. “Person” means an
individual, general or limited partnership, joint venture, corporation, limited
liability company, trust, unincorporated organization or other entity or a
government or department or agency thereof.

      


      1.41  Proprietary Rights.  “Proprietary
Rights” has the meaning assigned to it in Section 4.13.

      


      1.42  Purchaser Indemnified
Parties.  “Purchaser Indemnified Parties” has the meaning
assigned to it in Section 10.2.

      


      1.43  Purchase Price.  “Purchase Price”
has the meaning assigned to it in Section 2.2.

      


      1.44  Seller Indemnified
Parties.  “Seller Indemnified Parties” has the meaning assigned
to it in Section 10.3.

      


      1.45  Shares .  “Shares” has the
meaning assigned to it in the Background Statement.

      


      1.46  Subsidiary

      .  “Subsidiary”
means, with respect to any Person, another corporation or entity more than 50%
of whose voting securities are owned, directly or indirectly, by the Person in
question.

      


      1.47  Taxes.  “Taxes” means (a)
taxes, charges or other assessments imposed by any taxing authority, including
but not limited to income, corporate, capital, excise, property, transfer,
sales, use, value added, payroll, withholding, social security and franchise
taxes, together with any interest, penalties and additions to tax, whether or
not disputed, (b) any liability for the payment of any amount of the type
described in the immediately preceding


      
        
           


        

        
          8

          
            

          

        

        
           


        

      


      clause
(a) as a result of the Company being a member of an affiliated, consolidated,
combined or unitary group, (c) any liability for the payment of any amount of
the type described in the preceding clauses (a) or (b) as a result of any
express or implied obligation to indemnify any other Person, or (d) any
liability for the payment of any amount of the type described in the preceding
clauses (a), (b) or (c) as a result of being a successor or
transferee.

      


      1.48  Tax Returns.  “Tax Returns”
means any return, report, statement, information return or other document
relating to Taxes, including any schedule or attachment thereto, and including
any amendment thereof.

      


      1.49  Termination
Date.  “Termination Date” has the meaning assigned to it in
Section 9.1.

      


      1.50  Third Party
Claim.  “Third Party Claim” has the meaning assigned to it in
Section 10.4(a).

      


      1.51  Unaudited Financial
Statements.  “Unaudited
Financial Statements” has the meaning assigned to it in Section
4.7.

      


      ARTICLE
2

      SALE
OF STOCK

      


      2.1  Purchase and Sale of the
Shares.  At the Closing,
Seller shall sell and deliver, and Purchaser shall purchase and accept, the
Shares.

      


      2.2  Purchase Price. In full consideration for
the Shares, Purchaser shall pay the total sum of $750,000.00 as follows: (i)
upon executing this Agreement, deliver Two Hundred and Fifty Thousand and 00/100
Dollars ($250,000.00) to Escrow Agent, to be held and disbursed pursuant to the
terms of the Escrow Agreement, by wire transfer of immediately available funds
to an account designated by Escrow Agent to Purchaser at least two (2) Business
Days prior to the date hereof (the “Deposit”),
(ii) at Closing deliver (a) the Deposit plus (b) Five Hundred Thousand and
00/100 Dollars ($500,000.00) plus any Interest (as defined in the Escrow
Agreement) earned on the Deposit by wire transfer of immediately available funds
to an account designated by Seller to Purchaser at least two (2) Business Days
prior to Closing, and (iii) within 180 days following Closing, pay to Seller the
remaining principal balance, if any, on the Flow Loan Portfolio (collectively,
the “Purchase
Price”).

      


      ARTICLE
3

      CLOSING

      


      3.1  Closing. The sale and purchase of the
Shares and the consummation of the other transactions contemplated by this
Agreement shall take place at the offices of Lowe, Mobley & Lowe, Attorneys
at Law, on or before March 1, 2009 (the “Closing”
or “Closing
Date”).

      


      3.2  Deliveries by Seller at
Closing.  At the Closing,
Seller shall deliver to Purchaser the following:


      
        
           


        

        
          9

          
            

          

        

        
           


        

      


      (a)  Certificates
representing the Shares, duly endorsed in blank or accompanied by stock powers
duly executed in blank.

      


      (b)  A
Closing Certificate as to the matters specified in Section 8.2(a), (b) and (c),
executed by Seller.

      


      (c)  The
Escrow Agreement, executed by Seller.

      


      (d)  The
Lease Agreement, executed by Seller.

      


      (e)  All
other documents required herein to be delivered by Seller.

      


      3.3  Deliveries by Purchaser at
Closing.  At the Closing,
Purchaser shall deliver to Seller (or to Escrow Agent in the case of clause (a))
the following:

      


      (a)  The
wire transfer to Escrow Agent as provided in Section 2.2(ii).

      


      (b)  A
Closing Certificate as to the matters specified in Sections 8.3(a) and (b),
executed by Purchaser.

      


      (c)  The
Escrow Agreement, executed by Purchaser. 

      


      (d)  The
Lease Agreement, executed by Purchaser.

      


      (e)  All
other documents required herein to be delivered by Purchaser.

      


      ARTICLE
4

      REPRESENTATIONS
AND WARRANTIES OF SELLER

      


      Seller
hereby represents and warrants to Purchaser that:

      


      4.1  Organization and Power.  The Company is a
corporation duly incorporated, validly existing and in good standing under the
laws of the State of Alabama.  The Company is duly qualified to do
business as a foreign corporation in the jurisdictions listed in Schedule 4.1,
which constitute all of the jurisdictions where the conduct of its business or
its ownership or lease of property requires it to be so qualified.

      


      4.2  Enforceability of
Agreement.  Seller has duly
executed and delivered this Agreement.  This Agreement constitutes,
and each of the Escrow Agreement and Lease Agreement when executed and delivered
by Seller will constitute, valid and binding obligations of Seller, enforceable
in accordance with their terms.

      


      4.3  Effect of Agreement.  The execution,
delivery and performance of this Agreement by Seller and the consummation by
Seller of the transactions contemplated hereby do not and will not, to Seller’s
knowledge (i) violate any provision of law applicable to Seller or to the
Company; (ii) require the consent, waiver, approval, license or authorization
of, or filing with, any Person; or (iii) with or without the giving of notice or
the passage of time or both, conflict with or result in a breach or termination
of, constitute a default under, or result in the creation of any Lien upon, any
of the assets of Seller or the Company, pursuant to any
provision


      
        
           


        

        
          10

          
            

          

        

        
           


        

      


      of any
mortgage, deed of trust, indenture or other agreement or instrument, or any
order, judgment, decree or any other restriction of any kind or character, to
which Seller or the Company is a party or by which either of them or their
assets may be bound, except to the extent that written notice is required by
Freddie Mac, Fannie Mae or any other government or state agencies with whom the
Company does business, including, but not limited to, all insurance companies
and any other entities with whom the Company has contracts.

      


      4.4  Authorized Capitalization of the Company.  The authorized
capital stock of the Company consists of 2,500 shares of common stock, $1.00 par
value.  Seller owns all of the issued and outstanding shares of
capital stock of the Company.  There are no outstanding options,
warrants, rights, calls, commitments, conversion rights, rights of exchange,
plans or other agreements of any character providing for the purchase, issuance
or sale of any shares of the capital stock or other equity interests of the
Company, other than as contemplated by this Agreement.  After the
consummation of the transactions contemplated by this Agreement, Purchaser will
own all of the issued and outstanding capital stock of the Company, and there
will be no other issued and outstanding capital stock of the Company
whatsoever.

      


      4.5  Ownership and Transfer of the
Shares.  All of the Shares
have been duly authorized and validly issued and are fully paid and
nonassessable. Seller is the lawful owner of the Shares, free and clear of all
Liens.  Seller has the full legal right, power and authority to enter
into this Agreement and to sell, assign, transfer and convey the Shares to
Purchaser pursuant to this Agreement.  The delivery to Purchaser of
the Shares pursuant to the provisions of this Agreement will transfer to
Purchaser full, valid title thereto, free and clear of all
Liens.  None of the certificates representing any of the Shares bears
a legend of any kind thereon.

      


      4.6  Subsidiaries.  The Company does
not have any Subsidiaries.

      


      4.7  Financial Statements and Undisclosed
Liabilities. The audited balance sheet of the Company at December 31,
2006 and 2007, and their related audited statement of income and cash flows for
the fiscal years then ended, together with the notes thereto (the “Audited
Financial Statements”), and the unaudited balance sheet of the Company at
November 1, 2008, and its related unaudited statement of income for the fiscal
period then ended (the “Unaudited
Financial Statements”, and, collectively with the Audited Financial
Statements, the “Financial
Statements”), were prepared in accordance with GAAP and present fairly
the consolidated financial position, results of operations and cash flow of the
Company as of the date and for the period indicated.  The Company does
not have any material liabilities or obligations of any kind, whether accrued,
absolute, contingent or otherwise, whether or not such liabilities or
obligations would have been required to be disclosed on a balance sheet prepared
in conformity with GAAP, which are not reflected on the Financial
Statements.

      


      4.8  Contracts.  To Seller’s
knowledge, Schedule 4.8 sets forth a correct and complete list as of the date
hereof of all Contracts to which the Company is a party or by which it is bound
or otherwise affected as of the date hereof (collectively, the “Contracts”).  Seller
has delivered or made available to Purchaser, complete and correct copies of all
written Contracts and detailed descriptions of any oral
Contracts.  All of the Contracts are in full force and effect, and all
parties to each Contract have performed in all material respects all of the
obligations required to be performed by them to date and are not in default
thereunder in any material respect.  No Contract to which the Company
is a party, or by which any of its assets are bound, specifically limits
the


      
        
           


        

        
          11

          
            

          

        

        
           


        

      


      Company’s
freedom to compete or engage in any line of business or with any
Person.  The Company will have all of the benefits arising under the
Contracts following the Closing to the same extent as they existed prior to the
consummation of the transactions contemplated in this Agreement.  The
Contracts constitute all contracts, agreements, obligations, promises or
undertakings (whether written or oral and whether express or implied) related to
or used in the business of the Company.

      


      4.9  Leases.  To Seller’s
knowledge, Schedule 4.9 sets forth a correct and complete list of all leases
under which the Company leases, as lessor or lessee, any real or personal
property, along with the names of the parties to such leases (collectively, the
“Leases”).  Seller
heretofore has delivered to Purchaser a complete and correct copy of each
Lease.  All of the Leases are in full force and effect and are
enforceable in accordance with their terms, no party thereto is in material
default or breach thereunder, and neither Seller nor the Company have received
or sent a notice of breach or default thereunder.

      


      4.10  Litigation.  To Seller’s
knowledge, except for matters referenced in Schedule 4.10, there are no claims,
actions, proceedings, arbitrations, or investigations pending or, to Seller’s
knowledge, threatened against or relating to the Company or the business of the
Company before any court or governmental or regulatory authority or body, and
neither the Company nor any of its property is subject to any order, judgment,
injunction or decree that materially and adversely affects the financial
condition, assets, business or prospects of the Company.

      


      4.11  Restrictive Documents.  To Seller’s
knowledge, neither Seller nor the Company are subject to, or a party to, any
charter, bylaw, mortgage, Lien, lease, license, permit, agreement, Contract,
instrument, law, rule, ordinance, regulation, order, judgment or decree, Legal
Requirement or other restriction of any kind or character that materially and
adversely affects the business practices, operations or condition of the
business of the Company or any of its assets or property, or that would prevent
consummation of the transactions contemplated by this Agreement, compliance by
Seller with the terms, conditions and provisions hereof or the Company’s
continued operation of its business after the date hereof on substantially the
same basis as heretofore operated.

      


      4.12  Compliance with Legal Requirements.  To Seller’s
knowledge, the Company and its business are in compliance in all material
respects with all applicable Legal Requirements, including without limitation
those relating to (a) franchises and business opportunities, (b) wages, hours,
hiring, non-discrimination, promotion, retirement, benefits, pensions, working
conditions and real estate licensure, (c) health and safety, (d) zoning and
building codes, (e) production, storage, processing, advertising, sale,
transportation, use and warranty of services and products, and (f) the Americans
with Disabilities Act.  Neither the Company nor Seller has received
notice from any governmental or regulatory agency or authority that it is not in
such compliance.

      


      4.13  Proprietary Rights.   To Seller’s
knowledge, Schedule 4.13 sets forth a correct and complete list of all
Intellectual Property that is material to the conduct of the business of the
Company (the “Proprietary
Rights”).  The Company has the right to use such Proprietary
Rights in connection with its business as presently being and historically
conducted, and no claim has been made against the Company that such use violates
the rights of any third party.


      
        
           


        

        
          12

          
            

          

        

        
           


        

      


      All
Proprietary Rights of the Company are free from any Liens, except as stated
herein, there is no default with respect thereto on the part of the Company, and
such Proprietary Rights have not been and are not now being challenged in any
way or involved in any pending or threatened infringement, unfair competition or
other proceeding.  The Company is not infringing the rights of any
other Person with respect to any Proprietary Right and has not received any
claim of any such infringement or violation.  None of the rights to
any Proprietary Right will be impaired in any way by the transactions
contemplated by this Agreement.

      


      4.14  Tax Matters.

      


      (a)  Seller
and the Company, as applicable, (i) have timely filed or will timely file (if
not yet due) with the appropriate governmental authorities all Tax Returns and
reports required to be filed by and on behalf of the Company or its business and
(ii) have timely paid or will timely pay (if not yet due) all Taxes, interest,
penalties, assessments and deficiencies and other governmental charges upon the
Company and the properties, assets, income, business, sales and payrolls
generated by it, including all amounts assessed as additional Taxes, penalties
and interest, related to periods ending on or prior to Closing, except where the
failure to file or pay any taxes, interest, penalties, assessments or other
deficiencies would not have resulted in any material adverse effect or was
otherwise waived by the appropriate taxing authority.

      


      (b)  The
IRS has not audited, or to Seller’s knowledge, begun any audit of the federal
income Tax Returns of the Company for any tax year of the Company ending on or
prior to Closing.  The Company has not executed or filed with the IRS
or any other taxing authority any agreement extending the period for assessment
or collection of any income or other Taxes.

      


      (c)  The
Company is not a party to any pending action, proceeding or investigation nor,
to the knowledge of Seller, is any action, proceeding or investigation
threatened by any governmental authority for assessment or collection of Taxes,
and no claim for assessment or collection of Taxes has been asserted against the
Company, and no governmental authority has taken any position in the past with
respect to any such action, proceeding or investigation or threat thereof
regarding Taxes that could be detrimental to the
Company.  

      


      (d)  The
Company has withheld proper and accurate amounts from its employees in full and
complete compliance with all withholding and similar provisions of the Code and
all other applicable Legal Requirements.  The Company has timely filed
or will timely file (if not yet due) the proper federal, foreign, state and
local returns, reports and estimates with respect to employee income Tax
withholding, social security Taxes and unemployment Taxes (or comparable or
similar Taxes or charges) for all years and periods (or portions thereof) for
which such returns and reports were due, and any and all amounts that were due
and payable have been paid in full.  All payments (including interest
and penalties thereon) due from the Company with respect to the employee income
Tax withholding, social security Taxes and unemployment Taxes (or comparable or
similar Taxes or charges) of the Company or its business for any year or period
(or portions thereof) ended on or prior to the Closing Date have been paid in
full or will be paid in full (if not yet due).

      


      (e)  No
agreement, waiver or other document or arrangement extending or having the
effect of extending the period for assessment or collection of Taxes (including
any applicable statute of limitation) or the period for filing any Tax Return,
in each case with respect


      
        
           


        

        
          13

          
            

          

        

        
           


        

      


      to the
Company or its business or assets, is currently in effect with respect to the
Company with any taxing authority.  None of its assets is a Contract,
plan or arrangement covering any Person that, individually or collectively,
could give rise to the payment of a penalty or excise Tax that could be imposed
on Purchaser pursuant to Sections 162(m), 280G, 404, 409A or 4999 of the
Code.

      


      (f)  To
Seller’s knowledge, there are no Liens for Taxes upon any of the assets of the
Company, except Liens for current Taxes not yet due.

      


      (g)  No
more than fifty percent (50%) of the stock (by vote or value) of the Company has
been disposed of or sold by the shareholders of the Company within the past
twelve (12) months (whether in one or more transactions).

      


      (h)  No
“Section 197 intangible” as defined in Section 197 of the Code (including
goodwill and going concern value) being acquired pursuant to the transactions
contemplated by this Agreement was owned, held or used at any time on or prior
to August 10, 1993 by any of the Company or a “related person” (as defined in
Section 197 of the Code and the regulations thereunder).

      


      4.15  Employee Benefit
Plans

      


      (a)  Except
for the plans listed in Schedule 4.15, with respect to any Employee or Former
Employee, the Company does not presently maintain, contribute to or have any
liability under any bonus, incentive compensation, profit sharing, retirement,
pension, group insurance, death benefit, cafeteria, flexible benefit, medical
expenses reimbursement, dependent care, stock option, stock purchase, stock
appreciation rights, savings, deferred compensation, consulting, severance pay
or termination pay, vacation pay, life insurance, welfare or other employee
benefit or fringe benefit plan, program or arrangement (each an “Employee
Benefit Plan”).

      


      (b)  Neither
the Company nor any member of the Controlled Group currently has, and at no time
in the past has had, an obligation to contribute to a “defined benefit plan” as
defined in Section 3(35) of ERISA, a pension plan subject to the funding
standards of Section 302 of ERISA or Section 412 of the Code, a “multiemployer
plan” as defined in Section 3(37) of ERISA or Section 414(f) of the Code or a
“multiple employer plan” within the meaning of Section 210(a) of ERISA or
Section 413(c) of the Code.

      


      (c)  There
is no pending or, to the knowledge of Seller, threatened material legal action,
proceeding or investigation against or involving any Employee Benefit
Plan.

      


      (d)  Copies
of the following materials have been delivered or made available to Purchaser:
(i) all current and prior plan documents with respect to each Employee Benefit
Plan, or in the case of an unwritten Employee Benefit Plan, a written
description thereof, (ii) all determination letters from the IRS, (iii) all
current and prior summary plan descriptions, summaries of material
modifications, annual reports and summary annual reports, (iv) all current and
prior trust agreements, insurance contracts, and other documents relating to the
funding or payment of benefits under any Employee Benefit Plan, and (v) any
other documents, forms or other instruments relating to any Employee Benefit
Plan reasonably requested by Purchaser.


      
        
           


        

        
          14

          
            

          

        

        
           


        

      


      With
respect to each Employee Benefit Plan that is a group health plan benefiting any
current or former employee of the Company or any member of the Controlled Group
that is subject to Section 4980B of the Code, the Company and each member of the
Controlled Group have complied with the continuation coverage requirements of
Section 4980B of the Code and Part 6 of Subtitle B of Title I of
ERISA.

      


      (e)  Each
Employee Benefit Plan has been maintained, operated, and administered in
compliance with its terms and any related documents or agreements and in
compliance with all applicable laws in all material respects.  There
have been no prohibited transactions or breaches of any of the duties imposed on
“fiduciaries” (within the meaning of Section 3(21) of ERISA) by ERISA with
respect to the Employee Benefit Plans that could result in any liability or
excise Tax under ERISA or the Code being imposed on the Company.

      


      (f)  Each
Employee Benefit Plan intended to be qualified under Section 401(a) of the Code
is so qualified, and nothing has occurred since the date of any such
determination that could reasonably be expected to give the IRS grounds to
revoke such determination.

      


      (g)  No
Employee Benefit Plan is or at any time was funded through a “welfare benefit
fund” as defined in Section 419(e) of the Code, and no benefits under any
Employee Benefit Plan are or at any time have been provided through a voluntary
employees’ beneficiary association (within the meaning of subsection 501(c)(9)
of the Code) or a supplemental unemployment benefit plan (within the meaning of
Section 501(c)(17) of the Code).

      


      (h)  All
(i) insurance premiums required to be paid by the Company with respect to, (ii)
benefits, expenses, and other amounts due and payable by it under and (iii)
contributions, transfers, or payments required to be made by the Company to, any
Employee Benefit Plan prior to the date of this Agreement have been or will be
paid, made or accrued by the appropriate Company on or before the date of this
Agreement.

      


      (i)  All
contributions, transfers and payments in respect of any Employee Benefit Plan,
other than transfers incident to an incentive stock option plan within the
meaning of Section 422 of the Code, have been or are fully deductible under the
Code.

      


      (j)  With
respect to any insurance policy providing funding for benefits under any
Employee Benefit Plan, (i) there is no liability of the Company in the nature of
a retroactive rate adjustment, loss sharing arrangement, or other actual or
contingent liability, nor would there be any such liability if such insurance
policy was terminated on the date hereof, and (ii) no insurance company issuing
any such policy is in receivership, conservatorship, liquidation or similar
proceeding and, to the knowledge of Seller, no such proceedings with respect to
any such insurer are imminent.

      


      (k)  No
Employee Benefit Plan provides benefits, including death or medical benefits,
beyond termination of service or retirement other than (i) coverage mandated by
law or (ii) death or retirement benefits under any Employee Benefit Plan that is
intended to be qualified under Section 401(a) of the Code.

      


      (l)  The
execution and performance of this Agreement will not (i) constitute a stated
triggering event under any Employee Benefit Plan that will result in any payment
(whether


      
        
           


        

        
          15

          
            

          

        

        
           


        

      


      of
severance pay or otherwise) becoming due from the Company to any Employee,
Former Employee, or current or former officer, director or consultant (or
dependents of such Persons) of the Company, or (ii) accelerate the time of
payment or vesting, or increase the amount, of compensation due to any Employee
or Former Employee, or any current or former officer, director or consultant (or
dependents of such Persons), of the Company.

      


      (m)  The
Company has not agreed or committed to institute any plan, program, arrangement
or agreement for the benefit of any of its Employees or Former Employees other
than the Employee Benefit Plans, or to make any amendments to any of the
Employee Benefit Plans.  The Company has reserved all rights necessary
to amend or terminate each of the Employee Benefit Plans without the consent of
any other Person.

      


      (n)  No
Employee Benefit Plan provides benefits to any individual other than Employees
or Former Employees or the dependents or other beneficiaries of any such
Employee or Former Employee.

      


      (o)  No
amount that could be received (whether in cash or property or the vesting of
property) as a result of any of the transactions contemplated by this Agreement
by any Employee, Former Employee, officer or director of the Company who is a
“disqualified individual” (as such term is defined in Treasury Regulation
Section 1.280G-1) under any employment, severance or termination agreement,
other compensation arrangement or Employee Benefit Plan currently in effect
would be characterized as an “excess parachute payment” (as such term is defined
in Section 280G(b)(1) of the Code).

      


      (p)  The
vacation and other paid time off provided by the Company to its employees does
not carry forward from one calendar year to the next.  As of December
31, 2008, none of the Employees have any accrued and unused vacation or other
paid time off, except for sick days, which can be carried forward for up to
thirty (30) days.

      


      4.16  Absence of Certain Events.  To Seller’s
knowledge, since December 31, 2008, the business of the Company has been
conducted only in the ordinary course, and there has not been any Materially
Adverse Change or any event that involved any significant possibility of a
Materially Adverse Change, in the condition (financial or otherwise) of the
assets, liabilities, or results of operations of the Company or its
business.  Since December 31, 2008, the Company has not (i) acquired
any properties or assets or sold, assigned, leased, transferred or disposed of
any of its assets, in each case other than in the ordinary course of business,
consistent with past practices, (ii) engaged in any new business or invested in,
or made any loan, advance or capital contribution to, or otherwise acquired the
securities of, any other Person, (iii) subjected any of its assets to any new
Liens, (iv) amended or terminated any of its Contracts, (v) entered into or
become a party to any new contract, or modified or renewed any Contract, (vi)
terminated, amended, restated, supplemented or waived any rights under any
Contract, any Proprietary Rights, or any permit or license, (vii) changed or
modified its credit, collection or payment policies, procedures or practices, or
failed to pay or delayed payment of payables or other liabilities, (viii)
amended its organizational documents, (ix) taken any action that would adversely
affect title to its assets or (x) increased the compensation of any Employee,
Former Employee or officer or director of the Company.

      



      
        
           


        

        
          16

          
            

          

        

        
           


        

      


      4.17  Government Permits .  To Seller’s
knowledge, the Company is in substantial compliance with all material permits,
licenses, orders and approvals of all federal, state, local or foreign
governmental or regulatory bodies required for it to carry out its business as
presently conducted, all of which are listed in Schedule 4.17.  All
such permits, licenses, orders and approvals are in full force and effect, and
no suspension or cancellation, nor any proposed adverse modification of any of
them, is pending or, to the knowledge of Seller, threatened.

      


      4.18  Title to Properties.  The Company has
good and marketable title to all of the properties and assets utilized in the
operation of its business, including all of the assets reflected in the
Financial Statements.  There are no Liens encumbering any of the
Company’s assets or otherwise affecting its business.  Seller has, and
has caused its Affiliates to, transfer to the Company any assets utilized in the
operation of its business that are not already owned or leased from third
parties by the Company.  The assets owned or leased by the Company as
of the Closing will constitute all of the assets historically utilized by the
Company in the operation of its business.

      


      4.19  Insurance.  Set forth in
Schedule 4.19 is a complete list of all insurance policies that the Company
maintains or within the last three years has maintained with respect to its
business.  The current policies are in full force and effect, and to
Seller’s knowledge, cover the Company and its business against all risks
typically insured by Persons engaged in activities similar to the business of
the Company.  

      


      4.20  Books and Records.  To Seller’s
knowledge, the minute books of the Company contain materially accurate records
of all meetings, corporate actions and written consents of the shareholders and
the Board of Directors of the Company.  Following the Closing,
Purchaser shall own and have unfettered access to and possession of all business
records, data and written materials generated by Seller or the Company in
connection with the operation of the business of the Company since its
inception, except for any such records previously destroyed by the Company in
accordance with its standard record retention policy.

      


      4.21  Employees.  Schedule
4.21  sets forth a correct and complete current list of the employees
of the Company, including their salary, bonus and other compensation information
for fiscal years 2007 and 2008 to date, classification, accrued vacation, and
whether such employee is active or on maternity, sick or other leave (with the
expected return date of such employee).  The Company is (i) not now
nor has it ever has been a party to any collective bargaining agreement nor (ii)
to Seller’s knowledge, is engaged in any unfair labor practice, has any unfair
labor practice charge or complaint before the National Labor Relations Board
pending or threatened against it or (iii) has received any notice of any charge,
complaint or proceeding pending or, to the knowledge of Seller, threatened
against it before the Equal Employment Opportunity Commission, Department of
Labor or any other governmental authority.

      


      4.22  Broker’s or Finder’s Fees.  No Person acting
on behalf of Seller or the Company is or will be entitled to any commission or
broker’s or finder’s fees from any of the Parties, the Company, or any of their
Affiliates, in connection with any of the transactions contemplated
herein.


      
        
           


        

        
          17

          
            

          

        

        
           


        

      


      ARTICLE
5

      REPRESENTATIONS
AND WARRANTIES OF PURCHASER

      


      Purchaser
represents and warrants to Seller that:

      


      5.1  Organization.  Purchaser
is a corporation duly incorporated, validly existing and in good standing under
the laws of the State of Florida.

      


      5.2  Authority Relative to
Agreement.  Purchaser has the
corporate power to execute and deliver this Agreement, to perform its
obligations hereunder and to consummate the transactions contemplated
herein.  Purchaser has authorized the execution, delivery and
performance of this Agreement by all necessary corporate action.

      


      5.3  Enforceability of
Agreement.
Purchaser has duly executed and delivered this Agreement.  This
Agreement constitutes a valid and binding obligation of Purchaser, enforceable
in accordance with its terms.

      


      5.4  Effect of Agreement.  The execution,
delivery and performance of this Agreement by Purchaser, and the consummation by
Purchaser of the transactions contemplated hereby, do not and will not (i)
violate any provision of law applicable to Purchaser; (ii) require the consent,
waiver, approval, license or authorization of, or filing with, any Person; or
(iii) with or without the giving of notice or the passage of time or both,
conflict with or result in a breach or termination of, constitute a default
under or result in the creation of any Lien upon any of the assets of Purchaser
pursuant to any provision of any mortgage, deed of trust, indenture or other
agreement or instrument, or any order, judgment, decree or other restriction of
any kind or character, to which Purchaser is a party or by which Purchaser or
any of its assets may be bound.

      


      5.5  Broker’s or Finder’s Fees.  No Person acting
on behalf of Purchaser is, or will be, entitled to any commission or fee from
any of the Parties in connection with the transactions contemplated
herein.

      


      ARTICLE
6

      COVENANTS
OF SELLER

      


      Seller
covenants and agrees with Purchaser as follows:

      


      6.1  Conduct of Business.  During the period
from the date of this Agreement to the Closing Date, Seller shall refrain from
taking any action that would cause the Company to conduct operations other than
in the ordinary and usual course of business, including without
limitation:

      


      (a)  entering
into any Contract or commitment except Contracts in the ordinary course of
business;

      


      (b)  acquiring,
selling, transferring or disposing of any assets other than in the ordinary
course of business, except as contemplated under this Agreement with respect to
the transfer of the Flow Loans and the Hold Loan Portfolio to CAC and all other
cash, except


      
        
           


        

        
          18

          
            

          

        

        
           


        

      


      appropriate
escrow cash and operating liabilities, offset by cash operating assets remaining
on the balance sheet at closing date;

      


      (c)  mortgaging,
pledging or encumbering any of its assets;

      


      (d)  failing
to maintain its business, assets, relations with present employees, relations
with customers and suppliers and its licenses and operations as an ongoing
business or failing to preserve its goodwill, in accordance with past
custom;

      


      (e)  issuing
or selling any shares of its capital stock, issuing or selling any securities
convertible into, exercisable or exchangeable for, or options or warrants to
purchase or rights to subscribe for, any shares of its capital stock, or
entering into any Contract or other understanding or arrangement to do any of
the foregoing;

      


      (f)  declaring
or paying any dividend or distribution on or with respect to its capital stock,
except with respect to any dividends or distributions required to transfer the
Flow Loans and the Hold Loan Portfolio to CAC and all other cash, except
appropriate escrow cash and operating liabilities, offset by cash operating
assets remaining on the balance sheet at closing date, changing the number of
authorized shares of its capital stock or reclassifying, combining, splitting,
subdividing or redeeming or otherwise repurchasing any shares of its capital
stock; issuing, delivering, pledging, or encumbering any additional shares of
its capital stock or other securities equivalent to or exchangeable for shares
of its capital stock; or entering into any Contract or other understanding or
arrangement to do any of the foregoing;

      


      (g)  taking
or omitting to take any action that would result in the representations and
warranties contained in this Agreement and the related documents being untrue on
the Closing Date; or

      


      (h)  delaying
or postponing the payment of accounts payable and other obligations and
liabilities or accelerate the collection of accounts receivable.

      


      6.2  Exclusive Dealing.  During the period
from the date of this Agreement through March 1, 2009, Seller shall not take any
action, directly or indirectly, to encourage, initiate or engage in discussions
or negotiations with, or provide any information to, any Person other than
Purchaser relating to the sale of the Shares or to a merger, sale of assets or
similar transaction involving the Company.

      


      6.3  Access and Information.  To the extent,
and only to the extent, that Seller has the authority to do so, Seller shall use
Commercially Reasonable Efforts to (i) cause the Company to permit Purchaser and
its employees, agents, attorneys, accountants and other representatives, upon
reasonable advance notice, to have full access to the premises and to all of the
books, records, facilities and properties of the Company and (ii) cause the
officers and employees of the Company to furnish Purchaser with such financial
and operating data and other information with respect to the Company and its
business operations, financial condition and prospects as Purchaser from time to
time shall reasonably request.  Such review shall not affect or limit
the representations and warranties made by Seller hereunder.

      



      
        
           


        

        
          19

          
            

          

        

        
           


        

      


      6.4  Current Information.  Seller shall
advise Purchaser, as soon as practicable, of (i) the occurrence of any event
that renders any of the representations or warranties of Seller herein
misleading or inaccurate in any material respect, (ii) the failure of Seller to
perform any of its covenants or agreements set forth herein or (iii) any
unexpected emergency or other change in the normal course of business of the
Company of which Seller becomes aware.  

      


      6.5  Section 338(h)(10) Election.
 At Purchaser’s
request, Seller and the Company shall join with Purchaser in making an election
under Code Section 338(h)(10) (and, if required by law or if Purchaser so
requests, under corresponding provisions of state or local income tax law) with
respect to the purchase and sale of the Shares hereunder (collectively, the
“Section
338(h)(10) Election”) and, in such event, the Seller shall include in its
consolidated federal income Tax Return for the taxable year in which the sale of
Shares occurs, the Tax items resulting from the Section 338(h)(10) Election
(and, to the extent applicable, corresponding inclusions shall be made in the
applicable state or local income Tax Returns).  If one or more Section
338(h)(10) Elections are requested by Purchaser, the Parties shall cooperate in
the completion and timely filing of each Section 338(h)(10)
Election.

      


      6.6  Further Assurances. Seller shall use
Commercially Reasonable Efforts to deliver such additional instruments and take
such additional actions on, before and after the Closing Date as Purchaser
reasonably may request for the purpose of carrying out the provisions of this
Agreement.

      


      6.7  Insurance
Policies.  Seller or the Company shall maintain financial institutions
bond insurance, errors and omissions insurance and commercial general liability
insurance, each containing policy limits and deductibles generally consistent
with the Company’s past practices, until the Closing Date.

      


      6.8  Bonds.  Seller
shall maintain any bonds in its name on the date hereof until the Closing
Date.

      ARTICLE
7

      COVENANTS
OF PURCHASER

      


      Purchaser
covenants and agrees with Seller as follows:

      


      7.1  Further Assurances.  Purchaser shall
use Commercially Reasonable Efforts to deliver such additional documents, and
take such additional actions on, before and after the Closing Date as Seller
reasonably may request for the purpose of carrying out the provisions of this
Agreement.

      


      ARTICLE
8

      CONDITIONS
TO CLOSING

      


      8.1  Conditions to Both Parties’
Obligation.  The obligations of the Parties to be performed on
the Closing Date are subject to the satisfaction or waiver on or prior to the
Closing Date of the following conditions:

      



      
        
           


        

        
          20

          
            

          

        

        
           


        

      


      (a)  No Injunctions or
Restraints.  No temporary restraining order, preliminary or
permanent injunction or other order issued by any court of competent
jurisdiction or other legal restraint or prohibition preventing the consummation
of the transactions contemplated by this Agreement shall be in
effect.

      


      (b)  No
Action.  No action shall have been taken and no statute, rule
or regulation shall have been enacted by any governmental authority that makes
the consummation of the transactions contemplated by this Agreement
illegal.

      


      8.2  Conditions to Obligations of
Purchaser.  Purchaser’s obligations to be performed on the
Closing Date are subject to the satisfaction or waiver on or prior to the
Closing Date of the following conditions:

      


      (a)  No Material Adverse
Change.  From December 31, 2008, through the Closing Date,
there shall have been no Material Adverse Change in the business or condition,
financial or otherwise, the results of operations or the prospects of the
Company, and Seller shall have delivered to Purchaser a certificate, dated the
Closing Date, stating that it has no actual knowledge of any such Materially
Adverse Change.

      


      (b)  Truth of Representations and
Warranties.  The representations and warranties of Seller
contained in this Agreement shall be true and correct in all material respects
on the date hereof and as of the Closing Date with the same effect as though
such representations and warranties had been made on and as of the Closing Date,
and Seller shall have delivered to Purchaser a certificate, dated the Closing
Date, to such effect.

      


      (c)  Performance of
Agreements.  All of the acts to be performed by Seller on or
before the Closing Date pursuant to the terms hereof shall have been duly
performed in all material respects, and Seller shall have delivered to Purchaser
a certificate, dated the Closing Date, to such effect.

      


      (d)  Financial Condition of the
Company.  The Company shall have no outstanding debt balance on
its balance sheets as agreed upon by the Parties prior to Closing.

      


      (e)  Due
Diligence.  Purchaser shall have been satisfied with the
results of its due diligence review of the Company.

      


      (f)  Proceedings.  All
proceedings to be taken in connection with the transactions contemplated by this
Agreement, and all documents incident hereto and thereto, shall be reasonably
satisfactory in form and substance to Purchaser and its counsel, and Purchaser
shall have received copies of all such documents and other evidence as it or its
counsel reasonably may request in order to establish the consummation of such
transactions and the taking of all proceedings in connection
therewith.

      


      (g)  Consents.  Purchaser
and the Company shall have obtained all necessary governmental, regulatory and
third-party consents and approvals.

      


      8.3  Conditions to Obligations of
Seller.  Seller’s
obligations to be performed on the Closing Date are subject to the satisfaction
or waiver on or prior to the Closing Date of the following
conditions:


      
        
           


        

        
          21

          
            

          

        

        
           


        

      


      


      (a)  Truth of Representations and
Warranties.  The representations and warranties of Purchaser
contained in this Agreement shall be true and correct on and as of the Closing
Date with the same effect as though such representations and warranties had been
made on and as of such date, and Purchaser shall have delivered to Seller on the
Closing Date a certificate, dated the Closing Date, to such effect.

      


      (b)  Performance of
Agreements.  Each of the acts to be performed by Purchaser on
or before the Closing Date pursuant to the terms hereof shall have been duly
performed, and Purchaser shall have delivered to Seller a certificate, dated the
Closing Date, to such effect.

      


      ARTICLE
9

      TERMINATION,
AMENDMENT AND WAIVER

      


      9.1  Termination. This Agreement may be
terminated at any time prior to the Closing Date as follows:

      


      (a)  by
mutual written consent of Purchaser and Seller; or

      


      (b)   by
either Purchaser or Seller upon notice to the other if (i) there shall have been
any material breach by the other Party of any representation, warranty, covenant
or agreement set forth in this Agreement that (A) would give rise to the failure
of a condition to the Closing hereunder and (B) has not been cured by 5:00 p.m.
on the date immediately preceding the Termination Date; or (ii) the Closing
shall not have occurred on or before 5:00 p.m. Eastern Time on March 1, 2009,
the “Termination
Date”);
provided that, no Party that is in default of its covenants, agreements or
representations shall have the right to terminate this Agreement.

      


      9.2  Effect of
Termination.  In the event of the termination of this Agreement
by either Party as provided in Section 9.1, this Agreement shall become void and
there shall be no liability or obligation hereunder on the part of either Party,
except that (i) the provisions of Article 12 shall survive such termination,
(ii) no Party shall have any liability to the other Party if the Closing shall
not have occurred due to the failure of any condition to that Party’s
obligations set forth in Article 8 unless due to its willful failure to perform
its obligations hereunder; and (iii) the entire Deposit paid by Purchaser shall
be returned to Purchaser within ten (10) days of the Termination
Date.

      


      ARTICLE
10

      SURVIVAL
OF REPRESENTATIONS; INDEMNIFICATION

      


      10.1  Survival of
Representations.  The
representations, warranties, covenants and agreements of the Parties contained
in this Agreement shall survive the consummation of the transactions
contemplated hereby (i) for the relevant statute of limitations or six (6)
years, whichever is greater, in respect of the Fundamental Representations,
covenants and agreements and (ii) for a period of three (3) years after the
Closing Date in respect of all representations and warranties other than the
Fundamental Representations (the “Survival
Period”).  Each Party shall have the right to rely fully on the
other Party's representations and warranties, and no


      
        
           


        

        
          22

          
            

          

        

        
           


        

      


      investigation
made by or on behalf of any Party shall diminish that Party’s right to rely on
such representations and warranties.

      


      10.2  Indemnification by Seller.  Seller shall
indemnify Purchaser, its Affiliates and their employees, attorneys and agents
(collectively, the “Purchaser
Indemnified Parties”) against and hold them harmless from all Losses
assessed, incurred or sustained by or against the Purchaser Indemnified Parties
with respect to or arising out of (i) any events that occurred prior to the
Closing Date, including without limitation each of the matters disclosed in
Schedule 4.10; (ii) the failure of any representation or warranty made by Seller
in this Agreement, or in any document or certificate executed and delivered by
Seller pursuant to this Agreement, to be true and correct in all material
respects as of the Closing Date, or (iii) the failure of Seller to fulfill any
of its covenants or agreements hereunder or in any of the documents referred to
herein or executed in connection herewith.

      


      10.3  Indemnification by
Purchaser.  Purchaser shall
indemnify Seller, its Affiliates and its attorneys and agents (collectively, the
“Seller
Indemnified Parties”) against and hold them harmless from all Losses
assessed, incurred or sustained by or against the Seller Indemnified Parties
with respect to or arising out of (i) the failure of any representation or
warranty made by Purchaser in this Agreement or in any document or certificate
delivered pursuant to this Agreement to be true and correct in all material
respects as of the Closing Date or (ii) the failure of Purchaser to fulfill any
of its covenants or agreements contained herein or in any of the other documents
referred to herein or executed in connection herewith.

      


      10.4  Terms and Conditions of
Indemnification.
The obligations of the indemnifying parties shall be subject to the
following terms and conditions:

      


      (a)  Any
Party claiming any right of indemnification under Section 10.2 or Section 10.3
(an “Indemnified
Party”) shall notify the Party or Parties from whom indemnification is
sought (the “Indemnifying
Party”) as soon as is reasonably practicable after the Indemnified Party
becomes aware of any claim that such Party has that may result in a Loss (a
“Liability
Claim”).  Any such notice shall specify the nature of the claim
and the amount or estimated amount thereof (a “Claim
Notice”).  If any Claim Notice identifies a Liability Claim
brought by a third party (a “Third
Party Claim” and together with the Liability Claims, the “Claims”),
then the Indemnifying Party shall have the right, exercisable by written notice
to the Indemnified Party within 20 days (the “Notice
Period”) after receipt of such Claim Notice, to assume and conduct the
defense of such Third Party Claim in accordance with the limits set forth in
this Agreement with counsel selected by the Indemnifying Party and consented to
by the Indemnified Party, which consent shall not be unreasonably withheld or
delayed (it being agreed that Lowe, Mobley & Lowe, Attorneys at Law, and
Smith Hulsey & Busey, Professional Association, shall be acceptable counsel
for purposes of this Section 10.4); provided that (i) the defense of such Third
Party Claim by the Indemnifying Party will not, in the reasonable judgment of
the Indemnified Party, have a Material Adverse Effect on the Indemnified Party;
(ii) the Indemnifying Party has sufficient financial resources, in the
reasonable judgment of the Indemnified Party, to satisfy the amount of any
adverse monetary judgment that is reasonably likely to result; (iii) the Third
Party Claim solely seeks (and continues to seek) monetary damages; (iv) the
Indemnifying Party expressly agrees in writing that, as between the Indemnifying
Party and the Indemnified Party, the Indemnifying Party may satisfy and
discharge the Third Party Claim only in accordance with the limits set forth in
this Agreement; and (v) the


      
        
           


        

        
          23

          
            

          

        

        
           


        

      


      Indemnifying
Party expressly agrees in writing that it will be liable for any Losses incurred
by the Indemnified Party pursuant to, and subject to the limitations set forth
in, this Article 10 (the conditions set forth in clauses (i) through (v) are,
collectively, the “Litigation
Conditions”).  The Notice Period for a Third Party Claim shall
be reduced appropriately if the date on which a responsive pleading or other
document is required to be filed giving effect to any available extension occurs
sooner than 20 days following receipt of a Claim Notice therefor.  In
the event the Indemnifying Party does not assume the defense of a Third Party
Claim in accordance with the provisions of this Section 10.4(a), then the
Indemnified Party may continue to defend the Third Party Claim.  If
the Indemnifying Party has assumed the defense of a Third Party Claim as
provided in this Section 10.4(a), then the Indemnifying Party shall not be
liable for any legal expenses subsequently incurred by the Indemnified Party in
connection with the defense of the Third Party Claim; provided that if (i) any
of the Litigation Conditions cease to be met or (ii) the Indemnifying Party
fails to take reasonable steps necessary to defend diligently such Third Party
Claim, the Indemnified Party shall have the right to control the defense or
settlement of such Claim, in its sole discretion, and the Indemnifying Party
shall pay or reimburse the Indemnified Party for all reasonable costs and
expenses paid or incurred in connection with such defense.   If a
Claim is covered or potentially covered by an insurance policy maintained by
either Party, the Indemnifying Party shall have the power, with the reasonable
assistance of the Indemnified Party if necessary, to direct such insurance
company to defend the Claim and the Parties shall reasonably cooperate with each
other to facilitate such insurance defense.  The Indemnifying Party
shall pay all amounts required under the deductible imposed by such insurance
policy.

      


      (b)  The
Indemnified Party shall have the right to employ its own counsel in any case
defended by the Indemnifying Party, but the fees and expenses of such counsel
shall be at such Indemnified Party’s expense, except as otherwise expressly
provided in Section 10.4(a).

      


      (c)  In
the event one Party (the “Potentially
Indemnified Party”) shall assert a Liability Claim against the other
Party (the “Potentially
Indemnifying Party”) that is not a Third Party Claim, the Potentially
Indemnifying Party shall have the right to dispute (a “Claim
Dispute Notice”) the validity of the Liability Claim by advising the
Potentially Indemnified Party in writing of such dispute within 15 Business Days
of its receipt of the Claim Notice.  The Parties shall have thirty
(30) days (the “Compromise
Period”) after the Potentially Indemnified Party receives the Claim
Dispute Notice to reach a compromise regarding the Liability Claim that is
mutually acceptable to the Parties. Should the Parties fail to reach a mutually
acceptable compromise during the Compromise Period, either Party shall be
entitled to initiate an arbitration proceeding in accordance with Section
10.6.  

      


      10.5  Limitation
on Indemnification

      


      (a)  No
Claim for indemnification in respect of Claims made pursuant to Section 10.2(ii)
or Section 10.3(i), other than Claims in respect of Fundamental Representations
(as to which this sentence shall not apply), shall be asserted by a Party
pursuant to this Article 10 until the aggregate amount of all indemnifiable
Losses shall exceed $25,000.00, after which time such Party may assert Claims
for all of its indemnifiable Losses.  No Party’s total indemnification
liability pursuant to this Agreement shall exceed an amount equal to the
Purchase Price, except with respect to Losses resulting from fraud committed by
the other Party, as to which there shall be no limit.


      
        
           


        

        
          24

          
            

          

        

        
           


        

      


      (b)  The
sole and exclusive remedy of each Party and its successors and assigns against
the other Party for damages arising from this Agreement shall be the indemnity
set forth in this Article 10; provided that (i) each Party shall have all rights
to specific performance and other equitable relief that may be available to it
and (ii) each Party shall have all rights available to it under law in the event
of fraud committed by the other Party.

      


      10.6  Arbitration. Except as set forth in the
final two sentences of this Section 10.6, any dispute or controversy arising
under or in connection with this Agreement that is not settled through
negotiations between the Parties shall be settled exclusively by arbitration in
accordance with the Commercial Rules of the American Arbitration Association
(AAA) then in effect (except to the extent that the procedures outlined below
differ from such rules).  Within twenty (20) days after written notice
that a dispute exists and that arbitration is requested has been delivered by
either Party to the other Party and to the AAA, the Parties shall mutually agree
upon an arbitrator.  The dispute shall be reviewed and decided by the
arbitrator, and his decision shall be final and binding upon the
Parties.  The Parties shall act as expeditiously as possible to select
the arbitrator and conclude the dispute.  The selected arbitrator
shall render his decision in writing.  The cost and expenses of the
arbitration shall be borne equally by both Parties; provided, however, that each
of the Parties shall be responsible for the fees and expenses of its attorneys,
accountants, experts and other agents.  If advances are required by
the arbitrators, each Party shall advance one-half of the estimated fees and
expenses of the arbitrators.  Judgment may be entered on the
arbitrators’ award in any court of competent jurisdiction.  Although
arbitration is contemplated to resolve most disputes hereunder, either Party may
proceed directly to any court of competent jurisdiction without engaging in
arbitration to obtain temporary or permanent injunctive relief to protect its
rights hereunder, the Parties agreeing that either could suffer irreparable harm
by reason of any breach of this Agreement by the other.  The pursuit
of an injunction shall not impair or prevent the arbitration of all remaining
issues.

      


      ARTICLE
11

      COOPERATION
AND ACCESS TO RECORDS

      


      11.1  Cooperation in
Litigation.  In the event that any of the Parties shall require
the participation of another Party to aid in the defense or prosecution of
litigation or Claims (including Tax examinations and audits), and so long as
there exists no conflict of interest between the Parties, each Party shall use
Commercially Reasonable Efforts to participate in such defense or prosecution,
provided that the Party requiring assistance shall pay all reasonable
out-of-pocket costs, charges and expenses of the Party providing
assistance.

      


      11.2  Taxes.  Purchaser
and Seller shall provide each other with such information and cooperation as
either of them reasonably requests from the other in connection with Tax
Returns, Tax audits and other filings with any taxing authority relating to
their respective businesses, including providing access to personnel of the
other Party and copies of relevant Tax Returns or portions thereof, together
with accompanying schedules and related work papers and documents relating to
rulings or other determinations by governmental authorities.

      


      11.3  Maintenance of
Records.  Seller shall deliver to Purchaser at Closing all
records relating to the Company and its business.  Purchaser shall
cause the Company to preserve and keep the records relating to its business for
a period of three years from the date of this Agreement, or for such longer
period as may be required by applicable Legal Requirement, and


      
        
           


        

        
          25

          
            

          

        

        
           


        

      


      shall
make such records and personnel available to the other as may be reasonably
required by Seller in connection with any legal proceedings against or
governmental investigations of Seller or in order to enable Seller to comply
with its obligations under this Agreement and each other agreement, document or
instrument contemplated hereby or thereby.  In the event the Company
wishes to destroy (or permit to be destroyed) such records after that time,
Purchaser shall first give ninety (90) days’ prior written notice to Seller and
Seller shall have the right at its option and expense, upon prior written notice
given to Purchaser within that ninety (90) day period, to take possession of the
records within 180 days after the date of such notice.

      


      ARTICLE
12

      MISCELLANEOUS

      


      12.1  Flow Loan
Portfolio.  Purchaser shall make payments on the principal
balance of the Flow Loan Portfolio as follows: (i) during the initial 180 days
following Closing, Purchaser shall submit to CAC any principal payments received
by Purchaser which relate to loans in the Flow Loan Portfolio (the “Flow Loans”), and any
amounts received from the sale of any Flow Loans by Purchaser; and (ii) on the
180th day
following Closing, if a principal balance remains on the Flow Loan Portfolio,
Purchaser shall pay such balance to CAC within thirty (30) days. Purchaser shall
also pay to CAC six percent (6%) interest on the daily balance of the Flow Loan
Portfolio, which interest shall begin to accrue on the Closing Date and shall
continue to accrue until the earlier of (i) the date on which the principal
balance of the Flow Loan Portfolio has been paid in full or (ii) 180 days
following Closing (the “Maturity
Date”).  Purchaser shall make such interest payments to Seller
beginning on March 1, 2009, and shall continue to make such interest payments on
the first day of each calendar month thereafter until the Maturity
Date.  Purchaser shall retain any and all loan origination fees,
interim interest or profits received in connection with the sale of any Flow
Loans.  Notwithstanding the foregoing, Purchaser shall only be
responsible for payment of the outstanding principal balance and interest on
those Flow Loans that are eligible for sale prior to the Maturity Date; any Flow
Loans not eligible for sale by Purchaser prior to the Maturity Date shall be
retained by Seller and Purchaser shall have no further obligation with respect
thereto

      


      12.2  Hold Loan
Portfolio.  Following Closing, Purchaser shall service the Hold
Loan Portfolio for Seller.  In exchange for servicing the Hold Loan
Portfolio, Seller shall pay to Purchaser 150 basis points on the outstanding
principal balance collected on the Hold Loan Portfolio, measured daily and paid
on the first day of each calendar month during which Purchaser continues to
service the Hold Loan Portfolio.  Seller shall also pay to Purchaser
15% of any amounts received from sales of any assets repossessed by Purchaser in
connection with loans in the Hold Loan Portfolio (the “Hold
Loans”) and shall reimburse Purchaser for any pre-approved expenses that
it incurs in connection with (i) servicing the Hold Loan Portfolio, or (ii)
repossessing assets or selling repossessed assets which relate to any Hold
Loans.  Purchaser shall service the Hold Loan Portfolio in the
Company’s offices in Hamilton, Alabama.

      


      12.3  Execution in Counterparts.  This Agreement
may be executed in counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same document.

      


      12.4  Notices.  All notices given
pursuant to the terms of this Agreement shall be in writing and shall be
sufficient if given in writing and delivered or mailed by registered
or


      
        
           


        

        
          26

          
            

          

        

        
           


        

      


      certified
mail postage prepaid, or if sent by facsimile (promptly confirmed by registered
or certified mail postage prepaid), or by overnight courier, addressed as
follows:

      


      If to
Purchaser, to:

      


      Triad
Financial Services, Inc.

      4336
Pablo Oaks Court

      Jacksonville,
FL 32224

      Attention:
Don Glisson, Jr.

      Telefax
No.: 904-223-0979

      Telephone
No.:  904-223-1111

      


      With a
copy to:

      


      Smith
Hulsey & Busey

      225 Water
Street, Suite 1800

      Jacksonville,
Florida  32202

      Attention:  John
R. Smith, Jr.

      Telefax
No.:  904-359-7712

      Telephone
No.:  904-359-7757

      


      If to
Seller, to:

      


      Cavalier
Homes, Inc.

      P.O. Box
540

      Addison,
Alabama  35565

      Attn:
Bobby Tesney

      Telefax
No.: 256-747-3044

      Telephone
No.:  256-747-9800

      


      With a
copy to:

      


      Lowe,
Mobley & Lowe

      Attorneys
at Law

      P.O. Box
576

      Haleyville,
Alabama  35565

      Attn:
John W. Lowe, Esq.

      Telefax
No.: 205-486-4531

      Telephone
No.: 205-486-5296

      


      or such
other address as any Party shall have designated by notice in writing to the
other Parties.  Unless otherwise provided herein, all notices,
demands, and requests sent in the manner provided herein shall be effective upon
the earlier of delivery thereof or three days after the mailing thereof by
registered or certified mail.

      


      12.5  Waivers.  Either Party may,
by written notice to the other (a) extend the time for the performance of any of
the obligations of the other Party under this Agreement; (b) waive any
inaccuracies in the representations or warranties of the other Party contained
in this Agreement;


      
        
           


        

        
          27

          
            

          

        

        
           


        

      


      (c) waive
compliance with any of the conditions to its obligations contained in this
Agreement; or (d) waive or modify performance of any of the obligations of the
other Party under this Agreement. Except as provided in the preceding sentence,
no action taken pursuant to this Agreement, including without limitation any
investigation by or on behalf of either Party, shall be deemed to constitute a
waiver by either Party taking such action of compliance with any representation,
warranty, covenant or agreement contained in this Agreement.  The
waiver by any Party of a breach of any provision of this Agreement shall not be
construed as a waiver of any subsequent breach.

      


      12.6  Entire Agreement. This Agreement constitutes
the entire agreement between the Parties with respect to the subject matter
hereof and supersedes the letter of intent dated November 4, 2008, between the
Company and Purchaser, and all other prior agreements between the Parties with
respect to the subject matter hereof.  This Agreement may be amended
only by an agreement in writing signed by the Parties.

      


      12.7  Construction and Venue. This Agreement shall be
governed by and construed in accordance with the laws of the State of Alabama
and applicable federal law.  Venue shall be in the state and federal
courts in Marion County, Alabama, and the state and federal courts in Marion
County, Alabama, shall have personal jurisdiction over each of the Parties and
the other Persons who have acknowledged and agreed to this
Agreement.  The Parties acknowledge that they have been represented by
counsel and that they have participated in the drafting of this
Agreement.  Accordingly, the provisions of this Agreement are not to
be construed in any way against or in favor of any Party by reason of the
responsibilities of the Parties in connection with the preparation of this
Agreement.

      


      12.8  Severability. If any term, covenant or
condition of this Agreement or the application thereof to any Person or
circumstance shall, to any extent, be invalid or unenforceable, the remainder of
this Agreement or the application of such term, covenant or condition to Persons
or circumstances, other than those as to which it is held invalid or
unenforceable, shall not be affected thereby, and each term, covenant or
condition of this Agreement shall be valid and be enforced to the fullest extent
permitted by law.

      


      12.9  Binding Effect.  This Agreement
shall inure to the benefit of and be binding upon the Parties and their
successors and permitted assigns.  Except as expressly provided in
Article 10, nothing in this Agreement is intended to confer on any Person other
than the Parties or their successors and permitted assigns any rights,
obligations or liabilities under or by reason of this Agreement.

      


      12.10  Assignment.  Neither this
Agreement nor any of the Parties’ rights or obligations hereunder may be
assigned without the prior written consent of the other Parties, except that
Purchaser may transfer all or part of its rights and obligations under this
Agreement to an Affiliate of Purchaser.

      


      12.11  Expenses. Except as otherwise provided
herein, the Parties shall pay all of their own expenses relating to the
transactions contemplated by this Agreement, including, without limitation, the
fees and expenses of their respective counsel, accountants and financial
advisers.  In the event of litigation, arbitration or other adversary
proceeding with respect to this Agreement or the transactions contemplated
hereby. 


      
        
           


        

        
          28

          
            

          

        

        
           


        

      


      12.12  Publicity. No Party shall issue any
press release or make any other public statement, and each Party shall keep
confidential, all matters relating to this Agreement, unless it obtains the
prior approval of the other Parties, which approval shall not be unreasonably
withheld.

      


      


      [signature
page follows]


      
        
           


        

        
          29

          
            

          

        

        
           


        

      


      IN WITNESS WHEREOF, the
Parties have duly executed and delivered this Agreement as of the date first
above written.

      


      
        	 
      	
                TRIAD
      FINANCIAL SERVICES, INC.

                 

                By: 
      /s/ Michael T. Glisson

                Michael
      T. Glisson

                Its:
      President

              
	 
      	 
      
	 
      	
                CAVALIER
      HOMES, INC.

                 

                By: 
      /s/ Bobby Tesney

                Bobby
      Tesney

                President

              
	 
      	 
      
	 
      	
                CIS
      FINANCIAL SERVICES, INC.

                 

                By:
       /s/ Paula Reeves

                Paula
      Reeves

                President

              


      

      


      


      00635502


      
        
           


        

        
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