Exhibit 99.1  NATIONWIDE FINANCIAL SOLUTIONS, INC. BAY CAPITAL CORPORATION PAUL BEKMAN AND ARLENE BEKMAN, BEN LYONS AND SHERRY A. LYONS, STEWART SACHS AND NADENE SACHS STOCKHOLDERS REPRESENTATIVE STOCK PURCHASE AGREEMENT Dated as of December 9, 2005   TABLE OF CONTENTS

PageARTICLE I
SALE AND PURCHASE OF COMPANY SHARES1.1
COMPANY SHARES
11.2
SALE AND PURCHASE OF COMPANY SHARES
1ARTICLE II
PURCHASE PRICE; PAYMENT AND CLOSING2.1
PURCHASE PRICE
12.1.1
Aggregate
  Purchase Price
12.1.2
Adjustment
  to Cash Consideration
12.1.3
Payment of
  Purchase Price
12.2
HOLDBACK
22.2.1
Indemnification
  Obligations
22.2.2
Payment of
  Holdback
22.2.3
Holdback
  Amount Allocation
22.2.4
Holdback of
  Purchaser Shares
32.3
CLOSING
32.4
NET WORKING CAPITAL
32.5
REGISTRATION OF PURCHASER SHARES
4ARTICLE III
REPRESENTATIONS AND WARRANTIES3.1
REPRESENTATIONS AND WARRANTIES OF COMPANY
43.1.1
Organization,
  Standing, and Power
53.1.2
Capital
  Structure
53.1.3
Authority
63.1.4
Consents and
  Approvals; No Violations
63.1.5
Financial
  Statements
63.1.6
No Defaults
73.1.7
Litigation
73.1.8
No Material
  Adverse Change
73.1.9
Absence of
  Undisclosed Liabilities
93.1.10
No
  Violations
93.1.11
Certain
  Agreements
103.1.12
Employees
103.1.13
Employee
  Benefit Plans
113.1.14
Real
  Property; Leases
123.1.15
Environmental
123.1.16
Customers
  and Suppliers
133.1.17
Material
  Contracts
143.1.18
Taxes
153.1.19
Interests of
  Officers
173.1.20
Technology
  and Intellectual Property Rights
173.1.21
Brokers and
  Other Fees
193.1.22
Complete
  Copies of Materials
193.1.23
Board
  Recommendation
193.1.24
Insurance
203.1.25
Mortgage
  Loans
203.1.26
Credit Lines
22i

3.1.27
Obligations
  Under Mortgage Loan Purchase Agreements
223.1.28
Accounts
  Receivable
223.1.29
Personal
  Property
233.1.30
Guarantees
  and Suretyships
233.1.31
Certain
  Transactions
233.1.32
Disclosure
233.1.33
Reliance
233.2
REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS
243.2.1
Records and
  Capitalization
243.2.2
Authority
243.2.3
Voting
  Agreements
243.2.4
Non-Contravention;
  Consents
243.2.5
Reliance
243.3
REPRESENTATIONS AND WARRANTIES OF PURCHASER
243.3.1
Organization;
  Standing and Power
243.3.2
Authority
253.3.3
Consents and
  Approvals; No Violations
253.3.4
SEC
  Documents
253.3.5
Financial
  Statements
253.3.6
Disclosure
263.3.7
Reliance
26ARTICLE IV
COVENANTS OF COMPANY4.1
CONDUCT OF BUSINESS
264.1.1
Ordinary
  Course
264.1.2
Exclusivity;
  Acquisition Proposals
284.2
BREACH OF REPRESENTATIONS AND WARRANTIES; NOTIFICATION; ACCESS TO
INFORMATION
294.3
CONSENTS
304.4
COMMERCIALLY REASONABLE EFFORTS
304.5
TAX RETURNS
304.6
PARACHUTE PAYMENTS
304.7
STOCKHOLDER APPROVAL
314.8
MORTGAGE LOAN SCHEDULE
31ARTICLE V
COVENANTS OF PURCHASER5.1
BREACH OF REPRESENTATIONS AND WARRANTIES
315.2
CONSENTS
315.3
COMMERCIALLY REASONABLE EFFORTS
31ARTICLE VI
ADDITIONAL AGREEMENTS6.1
CONFIDENTIALITY AGREEMENT
326.2
LEGAL CONDITIONS TO THE TRANSACTIONS
326.3
OFFICERS AND DIRECTORS
326.4
EXPENSES
326.5
ADDITIONAL AGREEMENTS
326.6
PUBLIC ANNOUNCEMENTS
326.7
EMPLOYEE MATTERS
336.8
NON-COMPETITION AGREEMENTS
336.9
NOTES
336.10
AMENDMENTS
33ii

6.11
ASSIGNMENT OF ASSETS
34ARTICLE VII
CONDITIONS PRECEDENT7.1
CONDITIONS TO EACH PARTYS OBLIGATION TO EFFECT THE TRANSACTIONS
347.1.1
Stockholder
  Approval
347.1.2
Consents
347.1.3
No Order
347.1.4
Personal
  Guarantees
357.2
CONDITIONS OF OBLIGATIONS OF PURCHASER
357.2.1
Representations
  and Warranties of Company
357.2.2
Performance
  of Obligations of Company
357.2.3
No Company
  Material Adverse Effect
357.2.4
Legal Action
357.2.5
Resignations
357.2.6
Certain
  Employees
357.2.7
Non-Competition
  and Non-Solicitation Agreements
367.2.8
Consents
367.2.9
Termination
  of Certain Agreements
367.2.10
Amendment of
  Certain Agreements
367.2.11
Opinion of
  Counsel
367.2.12
Balance
  Sheet
367.2.13
Notes
367.2.14
Website
367.2.15
Loan
  Application
367.2.16
Financing
  Statement
367.2.17
Termination
  Statements
377.2.18
Good
  Standing
377.2.19
Assignment
  of Assets
377.2.20
Indemnity
  Bonds
377.3
CONDITIONS OF OBLIGATION OF COMPANY
377.3.1
Representations
  and Warranties of Purchaser
377.3.2
Performance
  of Obligations of Purchaser
377.3.3
Bekman Note
377.3.4
Registration
  Statement
38ARTICLE VIII
INDEMNIFICATION8.1
INDEMNIFICATION RELATING TO AGREEMENT
388.2
THIRD PARTY CLAIMS
398.3
TAX CONTESTS
398.4
CLAIM PROCEDURES
398.4.1
Notice of
  Claims
398.4.2
Resolution
  of Claims
408.5
BINDING EFFECT
418.6
TIME LIMIT
418.7
LIMITATIONS
418.8
CONTRIBUTION
418.9
STRADDLE PERIOD
41ARTICLE IX
TERMINATION, AMENDMENT, AND WAIVER9.1
TERMINATION
42iii

9.2
EFFECT OF TERMINATION
43ARTICLE X
GENERAL PROVISIONS10.1
NOTICES
4310.2
INTERPRETATION
4410.3
COUNTERPARTS
4410.4
NO THIRD PARTY BENEFICIARIES; NO ASSIGNMENT
4410.5
NO JOINT VENTURE
4410.6
GOVERNING LAW
4510.7
ENTIRE AGREEMENT; AMENDMENT
4510.8
EXTENSION, WAIVER
4510.9
SUCCESSORS AND ASSIGNS
4510.10
SPECIFIC PERFORMANCE
4510.11
SEVERABILITY
4510.12
CONSENT TO JURISDICTION
4510.13
ARBITRATION
4610.13.1
CPR
4610.13.2
Binding
  Effect
4610.13.3
Compensation
  of Arbitrator
4610.13.4
Selection of
  Arbitrator
4610.13.5
Payment of
  Costs
4610.13.6
Terms of
  Arbitration
4710.13.7
Exclusive
  Remedy
4710.14
STOCKHOLDERS REPRESENTATIVE
47LIST OF EXHIBITS AND SCHEDULES

Exhibit 6.9
Form of
  Termination AgreementExhibit
  7.2.7
Form of
  Non-Competition and Non-Solicitation AgreementExhibit
  7.2.11
Form of
  Opinion of CounselCompany
  Disclosure ScheduleMortgage
  Loan ScheduleSchedule 2.4
List of
  ReceivablesSchedule 4.3
Required
  Consents and AssignmentsSchedule 6.9
List of
  NotesSchedule
  6.10
List of
  AmendmentsSchedule
  6.11
List of
  Assets to be DistributedSchedule
  7.2.9
List of
  Agreements to be TerminatedSchedule
  7.2.10
List of
  Agreements to be AmendedSchedule 8.1
List of
  Litigation Mattersiv

STOCK PURCHASE AGREEMENT

THIS
STOCK PURCHASE AGREEMENT (this Agreement),
is made and entered into as of December 9, 2005, by and among Nationwide
Financial Solutions, Inc., a Nevada corporation (Purchaser), Bay Capital Corporation, a
Maryland corporation (Company),
and Paul Bekman and Arlene Bekman (the Bekmans),
Ben Lyons and Sherry A. Lyons (the Lyons),
and Stewart Sachs and Nadine Sachs (the Sachs
and together with Bekmans and Lyons, the Stockholders),
and Stewart Sachs (the Stockholders
Representative) as agent and attorney-in-fact for the
Stockholders.

INTENDING
TO BE LEGALLY BOUND, and in consideration of the mutual representations,
warranties, covenants, and agreements contained herein, Purchaser, Company, and
the Stockholders hereby agree as follows:

ARTICLE I SALE AND PURCHASE OF COMPANY SHARES

1.1     Company
Shares. The Stockholders collectively own all of
the outstanding shares of common stock, without par value per share, of Company
(collectively, the Company Shares)

1.2     Sale
and Purchase of Company Shares. Upon the terms and
subject to the conditions contained herein, on the Closing Date (as defined in
Section 2.3) each Stockholder shall sell, assign, transfer, convey and deliver
to Purchaser, and Purchaser shall purchase from the Stockholders, the
outstanding Company Shares.

ARTICLE II PURCHASE PRICE; PAYMENT AND CLOSING

2.1     Purchase
Price.

2.1.1     Aggregate
Purchase Price. The purchase price to be paid in
connection with the sale of the Company Shares equals Eight Million One Hundred
Thousand Dollars ($8,100,000) (the Purchase
Price) consisting of (i) Six Million Five Hundred Twenty Five
Thousand Dollars ($6,525,000) in cash (the Cash
Consideration), and (ii) that number of shares of common stock,
$0.0001 par value per share, of Purchaser (the Purchaser Shares) determined by dividing One Million Five
Hundred Seventy Five Thousand Dollars ($1,575,000) by the average closing sale
price of a Purchaser Share as publicly reported on the OTC Bulletin Board as of
4:00 p.m. Eastern Standard Time for each of the fifteen (15) consecutive
trading days immediately preceding the Closing Date (the Stock Consideration).

2.1.2     Adjustment
to Cash Consideration. The Cash Consideration will
be reduced by any Excess Expenses, Working
Capital Deficit, and Remaining Notes.

2.1.3     Payment
On the Closing Date. On the Closing Date,
Purchaser shall pay the Stockholders an amount equal to Three Million Three
Hundred Thousand Dollars ($3,300,000) in cash (by wire transfer of same day
funds or bank check), less any adjustments pursuant to Section 2.1.2, pro rata
in accordance with their ownership of Company Shares immediately preceding the
Closing Date.

1

2.2     Holdback.

2.2.1     Indemnification
Obligations.The
Holdback Amount will not be paid at Closing but will be retained by Purchaser
to secure and offset (such offset, a Holdback
Adjustment) the indemnity obligations of the Stockholders as
provided under Article VIII, and as set forth in Section 2.2.2.  Any Holdback Adjustment will be in
proportion to each Stockholders interest in the Holdback Amount, as
applicable.  The Holdback Amount shall mean an aggregate of
Four Million Eight Hundred Thousand Dollars ($4,800,000), consisting of (i)
cash in the amount of Three Million Two Hundred Twenty Five Thousand Dollars
($3,225,000),less any adjustments
pursuant to Section 2.1.2 (to the extent that adjustment to the Purchase Price
required pursuant to Section 2.1.2 is in excess of Three Million Three Hundred
Thousand Dollars ($3,300,000)), and (ii) the Stock Consideration.

2.2.2     Payment
of Holdback.

(a)     The
Holdback Amount will be released by Purchaser to the Stockholders as set forth
in Section 2.2.3, on each of the three month anniversary, six month
anniversary, and twenty four month anniversary (respectively, the First Release Date, Second Release
Date, and Final Release Date), less any amount of
the Holdback Amount retained by Purchaser (i) to satisfy Uncontested Claims or
Contested Claims (as defined in Section 8.4.2.2) for amounts determined to be
owed to Purchaser under the indemnity provisions of Article VIII or under Section
8.4.2.2 (Damages) and for any
award of attorneys fees and charges under the terms of this Agreement (a Prevailing Party Award) in
accordance with
the procedures set forth in Article VIII; and (ii) with respect to then pending
but unresolved Contested Claims or Third Party Claims (as defined in Section
8.2).  Upon resolution under Sections
8.4.2.3 and 8.4.2.4 of each pending Contested Claim or Third Party Claim under
clause (ii), Purchaser will either retain or release the amount of the Holdback
Amount in dispute to the Stockholders, as applicable.

(b)     Subject
to the provisions of Article VIII, a Holdback Adjustment shall be allocated
among the Stockholders pro rata in accordance with their ownership of Company
Shares immediately preceding the Closing Date.

(c)     The
amount of any unresolved Contested Claim or Third Party Claim shall be treated
as a pending Holdback Adjustment until such time as the Claim has been
resolved.  Upon resolution of a Claim in
favor of Purchaser such amount of any Damages and Prevailing Party Awards will
be retained by Purchaser.

(d)     Any
portion of the Holdback Amount not retained by Purchaser to satisfy an unresolved
Contested Claim or Third Party Claim, or a Claim shall be released to the
Stockholders when and as due, on the First Release Date, the Second Release
Date and the Final Release Date, or as shortly thereafter as practicable.

2.2.3     Holdback
Amount Allocation.The
Holdback Amount, less any Holdback Adjustment, will be allocated among the
Stockholders as follows (unless an adjustment to the Purchase Price requires an
additional adjustment to the Holdback Amount as set forth in Section 2.2.1, and
then the cash amounts set forth in (a) through (c) below will be reduced until
such reduction is made):

(a)     On
the First Release Date, Three Hundred Thousand Dollars ($300,000), in cash, pro
rata in accordance with their ownership of Company Shares immediately preceding
the Closing Date.

2

(b)     On
the Second Release Date, (i) Seven Hundred Eighty Seven Thousand Five Hundred
Dollars ($787,500) to the Sachs, (ii) Six Hundred Seventy Five Thousand Dollars
($675,000) to the Bekmans, and (iii) that number of Purchaser Shares equal to
Seven Hundred Eighty Seven Thousand Five Hundred Dollars ($787,500) divided by
the Average Closing Sales Price, to the Lyons.

(c)     On
the Final Release Date,  (i) Seven
Hundred Eighty Seven Thousand Five Hundred Dollars ($787,500) to the Sachs,
(ii) Six Hundred Seventy Five Thousand Dollars ($675,000) to the Bekmans, and
(iii) that number of Purchaser Shares equal to Seven Hundred Eighty Seven
Thousand Five Hundred Dollars ($787,500) divided by the Average Closing Sales
Price, to the Lyons.

2.2.4     Holdback
of Purchaser Shares.Certificates
representing the Stock Consideration will be issued at Closing in the name of
the Lyons and held by Purchaser until the Second Release Date and Final Release
Date, as applicable, at which time they will be issued to the Lyons unless
there has been a Holdback Adjustment.
In the event that there has been a Holdback Adjustment, then the number
of Purchaser Shares representing the value of such Holdback Adjustment
attributable to the Lyons, determined by dividing the Holdback Adjustment value
attributable to the Lyons by the average closing sale price of a Purchaser
Share as publicly reported on the OTC Bulletin Board as of 4:00 p.m. Eastern
Standard Time for each of the fifteen (15) consecutive trading days immediately
preceding date of the Holdback Adjustment.
Such number of Purchaser Shares utilized in satisfaction the Holdback
Adjustment attributable to the Lyons will be cancelled on the books and records
of the Purchaser and the number of Purchaser Shares to be issued to the Lyons
will be accordingly reduced.  The Lyons
shall execute a stock power which will authorize the cancellation of the
Purchaser Shares issued in their names as required pursuant to this Section
2.2. Until such time as the Stock Consideration is released from the
requirements of this Section 2.2, the Lyons hereby irrevocably grant to, and
appoint, Purchaser and any nominee thereof, its proxy and attorney-in-fact
(with full power of substitution), for and in the name, place and stead of the
Lyons to vote such Purchaser Shares, or grant a consent or approval in respect
of such Purchaser Shares, in connection with any meeting or action by written
consent of the stockholders of Company.

2.3        Closing. The
closing of the transactions contemplated by this
Agreement (the Closing) will
take place as soon as practicable but no later than the third business day
after satisfaction or waiver of the last to be fulfilled of the conditions set
forth in Article VII (the Closing Date),
at the offices of Preston Gates & Ellis LLP at 925 Fourth Avenue, Suite
2900, Seattle, Washington 98104, unless another date or place is agreed to in
writing by Purchaser, Company, and the Stockholders.

2.4        Net
Working Capital.

(a)    If
the Closing Date occurs on or prior to March 31, 2006, Company shall have One
Million Three Hundred Sixty Seven Thousand Three Hundred Seventy One Dollars
($1,367,371) of Net Working Capital (as defined below) (March Working
Capital Amount) as of a date that is within a reasonable period of
time prior to the anticipated Closing Date and as the parties may agree in
writing (the Tentative Closing Date,
as determined pursuant to this Section 2.4 and reflected on the Closing Balance
Sheet. To the extent that Net Working Capital is not equal to or greater than
the March Working Capital Amount on the Closing Date, such deficiency shall be
deducted from the Purchase Price pursuant to Section 2.1.2 as the Working Capital Deficit.  If the Net Working
Capital as of the Closing
Date is (or is determined post-Closing to be) less than the amount reflected on
the Closing Balance Sheet and such lesser Net Working Capital amount would have
increased the Working Capital Deficit had such calculation been performed on
the Closing Date, then such additional Working

3

Capital
Deficit shall be deemed an Indemnifiable Amount under Section 8.1 hereof (the Working Capital Deficit Adjustment).

(b)
     If, on March 31, 2006, the Closing has not
occurred, the Company shall deliver to Purchaser a balance sheet as of March
31, 2006 (the March 31 Balance Sheet)
on or before April 4, 2006.  If the
Closing Date occurs after March 31, 2006, (i) the March 31 Balance Sheet shall
reflect the March Working Capital Amount as of March 31, 2006 and as determined
pursuant to this Section 2.4; provided that for purposes of the calculation of
Current Liabilities in determining the March Working Capital Amount, the total
amount of Purchaser Authorized Payments made by Company prior to Closing shall
be included regardless of whether such Purchaser Authorized Payments were
actually made on or before March 31, 2006, and (ii) Company shall have positive
Net Working Capital (the Post-March Working
Capital Amount)as of
the Tentative Closing Date, as determined pursuant to this Section 2.4 and
reflected on the Closing Balance Sheet.
To the extent that Net Working Capital is not equal to or greater than
the March Working Capital Amount on March 31, 2006, and/or Net Working Capital
is not equal to or greater than the Post-March Working Capital Amount on the
Tentative Closing Date, any such deficiency amounts shall collectively be
deducted from the Purchase Price pursuant to Section 2.1.2 as the Working
Capital Deficit.

(c)
     For purposes of this Agreement, the term Net Working Capital means: (a) the Total
Current Assets (as defined below), less (b) the sum of all accrued and unpaid
Current Liabilities (as defined below) and Purchaser Authorized Payments.
Fixed assets, net and intangible assets shall be excluded from the
determination of Net Working Capital.
For avoidance of doubt, Total Current
Assets as reflected on the Closing Balance Sheet shall be comprised
of: (i) cash and short-term investments; (ii) current accounts receivable, net
of allowance for doubtful accounts, if any; and (iii) prepaid expenses and
other current assets; but Current Assets shall not include (A) cash accounts
segregated to Companys branch managers (treated as restricted cash by
Company); (B) Thirty Five Thousand Dollars ($35,000) in prepaid fees to
StartBank; (C) matching investment assets associated with the Notes reissued as
obligations of Stewart Sachs at or prior to Closing as set forth in Schedule
2.4; and (D) the mortgage receivables listed in Schedule 6.11 distributed to
Stewart Sachs by Company at or prior to Closing. For purposes of this
Agreement, Current Liabilities
as reflected on the March 31 Balance Sheet or the Closing Balance Sheet, as
applicable, shall include: (q) accounts payable; (r) accrued expenses, taxes,
payroll and benefits; (s) other Current Liabilities; (t) any outstanding
loans, short-term or long-term debt or other indebtedness of Company, excluding
the Remaining Notes, and (u) accrued but unpaid Transaction Fees (as defined
below); but Current Liabilities shall not include deferred revenue and the
Notes reissued as obligations of Stewart Sachs at or prior to Closing.  Each of the foregoing terms shall be
determined in accordance with GAAP (as defined in Section 3.1.5).  For purposes of this Agreement, Purchaser Authorized
Payments means the
Transaction Fees.

2.5
     Registration of Purchaser Shares.Purchaser shall
file a registration statement with the Securities and Exchange Commission (SEC) covering the issuance of the
Purchaser Shares subsequent to the date hereof.

ARTICLE IIIREPRESENTATIONS AND WARRANTIES



3.1
Representations and Warranties of Company.Company represents to Purchaser except as
set forth in a correspondingly numbered disclosure schedule delivered by
Company to Purchaser dated as of the date hereof (the Company Disclosure Schedule) and arranged
in paragraphs corresponding to numbered and lettered sections contained in this
Section 3.1 as follows.

4

3.1.1
     Organization, Standing, and Power.

(a)
     Company is an entity duly organized, validly
existing, and in good standing, as applicable, under the laws of its
jurisdiction of incorporation or organization, has all requisite corporate
power and authority to own, lease, and operate its properties and to
carry on its businesses as now being conducted, and is duly qualified and in
good standing to do business in each jurisdiction in which the character of the
property owned, leased, or operated by it or the nature of its activities makes
such qualification necessary (all such jurisdictions are listed in Section
3.1.1 of the Company Disclosure Schedule), except in such jurisdictions in
which a failure to be so organized, existing or in good standing or to have
such corporate power and authority would not, individually or in the aggregate,
have a Company Material Adverse Effect (as defined below).  Company has delivered or made available to
Purchaser complete and correct copies of Companys Articles of Incorporation
and Bylaws (collectively Charter Documents)
and minutes of Companys board of directors (and each committee thereof), other
than those minutes or portions of such minutes relating to the transactions
contemplated by this Agreement (collectively the Transactions).  The
minute books and stock records of Company contain materially correct and
complete records of all material proceedings and actions taken at all meetings
of, or effected by written consent of, the stockholders of Company and its
board of directors, and the stock records of Company contain correct and
complete records of all original issuances and subsequent transfers,
repurchases, and cancellations of Companys capital stock.  Company has no subsidiaries and Company does
not own or control, directly or indirectly, shares of capital stock of any
other corporation, or any interest in any partnership, joint venture, or other
non-corporate business entity or enterprise.

(b)
     For purposes of this Agreement, Company Material Adverse Effect means,
after the date hereof unless otherwise indicated, a material adverse effect on
the financial condition, business, assets, or results of operations of Company
taken as a whole or that would materially impair the ability of Company to
consummate the transactions contemplated by this Agreement.

3.1.2
     Capital Structure.

(a)
     The authorized capital stock of Company consists
of 1,000 shares of common stock, of which 714.289 shares are issued and
outstanding.  All Company Shares and the
record owners of such securities are as set forth on Section 3.1.2 of the
Company Disclosure Schedule, and no Company Shares are held by Company in its
treasury.

(b)
     All outstanding Company Shares are validly
issued, fully paid, nonassessable and not subject to any preemptive rights, or
similar rights under the Maryland General Corporate Law (MGCL), the Charter Documents of Company,
or to any agreement to which Company is a party or by which Company may be
bound.  There are no options, warrants,
calls, conversion rights, commitments, agreements, contracts, understandings,
restrictions, arrangements or rights of any character to which Company is a
party or by which Company may be bound obligating Company to issue, deliver or
sell, or cause to be issued, delivered or sold, additional shares of the
capital stock of Company, or obligating Company to grant, extend or enter into
any such option, warrant, call, conversion right, conversion payment,
commitment, agreement, contract, understanding, restriction, arrangement or
right.  Company does not have
outstanding any bonds, debentures, notes or other indebtedness, the holders of
which (i) have the right to vote (or are convertible or exercisable into
securities having the right to vote) with holders of Company Shares on any
matter or (ii) are or will become entitled to receive any payment as a result
of the execution of this Agreement or the completion of the Transactions.  There is no agreement or right allowing for
the repurchase or redemption of any capital stock or convertible securities of
Company and Company has not repurchased any of its capital stock.  Except as set forth in Section 3.1.2 of the
Company Disclosure Schedule), Company does not have outstanding any restricted
stock, restricted stock units, stock appreciation rights, stock performance
awards, dividend equivalents, or

5

other
stock-based or equity-linked securities of a similar nature (Company Options).  Company is not party to, nor to
its knowledge
is any stockholder of Company a party to, any voting agreement, voting trust,
or similar agreement or arrangement relating to any class or series of its
capital stock, or any agreement or arrangement providing for registration
rights with respect to any capital stock or other securities of Company.  There are no accrued and unpaid dividends
with respect to any outstanding shares of Company capital stock.  Company does not own or hold the right to
acquire any shares of capital stock or any other security or interest in any
other Person.

(c)
     All of the issued and outstanding Common Shares
have been offered, issued and sold by Company in compliance with applicable
federal and state securities laws.

3.1.3
     Authority.Company has all requisite corporate power
and corporate authority to execute and deliver this Agreement and, subject to
approval of the stockholders of Company, to consummate the Transactions. The execution and delivery by Company of
this Agreement and the performance of Companys obligations hereunder have been
duly and validly authorized by all necessary corporate action on the part of
Company, subject only to approval of this Agreement by the stockholders of
Company. This Agreement has been duly
executed and delivered by Company and, assuming the due execution and delivery
by Purchaser and the Stockholders, constitutes a valid and binding obligation
of Company enforceable in accordance with its terms, except to the extent that
enforceability may be limited by the effect of (i) any applicable bankruptcy,
insolvency, reorganization, moratorium, or other similar laws affecting the
enforcement of creditors rights generally, and (ii) general equitable principles,
regardless of whether such enforceability is considered in a proceeding at law
or in equity.

3.1.4
     Consents and Approvals; No Violations.Subject to the satisfaction of the
conditions set forth in Sections 7.1 and 7.3, the execution and delivery of
this Agreement do not, and the consummation of the Transactions will not,
conflict with or result in any violation of, or default (with or without notice
or lapse of time, or both) under, or give rise to a right of termination, cancellation,
or acceleration of any obligation or to loss of a material benefit under, or
the creation of a lien, pledge, security interest, charge, or other encumbrance
on assets (any such conflict, violation, default, right, loss, or creation
being referred to herein as a Violation)
pursuant to (a) any provision of the Charter Documents of Company, or (b) any
loan or credit agreement, note, bond, mortgage, indenture, contract, lease, or
other agreement or instrument, permit, concession, franchise, license, judgment,
order, decree, statute, law, ordinance, rule, or regulation applicable to
Company or its properties or assets, other than, in the case of (b), any such
Violation that individually or in the aggregate would not have a Company
Material Adverse Effect. No consent,
approval, order, or authorization of, or registration, declaration, or filing
with or exemption by, or advance notification to, any court, administrative
agency, or commission or other governmental authority or instrumentality,
whether domestic or foreign (each a Governmental
Entity) (collectively with the Violations pursuant to clauses (a)
and (b) of the first sentence of this Section 3.1.4, Consents), is required by or with respect
to Company in connection with the execution and delivery of this Agreement.

3.1.5
     Financial Statements.

(a)
     The (i) audited balance sheets of Company as of
December 31, 2003 and 2004, (ii) and related audited statements of income, cash
flow, and changes in stockholders equity of Company as of the close of the
fiscal years ended December 31, 2003 and December 31, 2004 including the notes
thereto and; and (iii) an the unaudited balance sheet of Company as at
September 30, 2005, and the related unaudited statements of income, changes in
owners equity, and cash flow for the nine fiscal months then ended (the Current Balance Sheet, and together
with
the financial statements in (i) through (iii), collectively referred to as the
Company Financial Statements)
have been provided to Purchaser.  The
Company Financial Statements: (i) are in accordance with the books and records
of

6

Company; (ii)
present fairly, in all material respects, the financial position of Company as
of the dates indicated and the results of operations for the periods covered;
and (iii) comply in all material respects with all accounting requirements
applicable to Company and have been prepared in accordance with generally
accepted accounting principles (GAAP)
consistently applied (except as may be indicated in the notes thereto).  Except as provided in Section 3.1.9 there
are no liabilities or claims of any nature, whether accrued, absolute,
contingent, anticipated, or otherwise, whether due or to become due, whether
known or unknown, that are not shown or provided for either in the Current
Balance Sheet, this Agreement, or Company Disclosure Schedule.

(b)
     There has been no change in Companys accounting
policies or the methods of making accounting estimates or changes in estimates
that are material to the Company Financial Statements.  There have been no securitization
transactions and off-balance sheet arrangements (as defined in Item 303(c) of
Regulation S-K promulgated by the SEC) effected by Company since the date of
the Current Balance Sheet.  There are no
material liabilities, claims or obligations of any nature, whether accrued,
absolute, contingent, anticipated or otherwise, whether due or to become due,
that are not shown in the Company Financial Statements.

3.1.6
     No Defaults.Company is not, nor has it received notice
that it would be with the passage of time, in default or violation of any term,
condition, or provision of (i) the Charter Documents of Company, (ii) any
judgment, decree, or order, or (iii) any loan or credit agreement, note, bond,
mortgage, indenture, contract, agreement, lease, license or other instrument to
which Company is now a party or by which it or any of its properties or assets
may be bound, except for Violations that, individually or in the aggregate,
would not have a Company Material Adverse Effect.

3.1.7
     Litigation.There is no claim, action, suit, or
proceeding pending or, to the knowledge of Company, threatened against or
affecting Company, any of its officers, directors or employees, or any of its
properties before any court or arbitrator or any Governmental Entity, which, if
adversely determined, would be reasonably expected to have a Company Material
Adverse Effect. There is no investigation
pending or, to the knowledge of Company, threatened against Company, before any
Governmental Entity, which, if adversely determined, would be reasonably
expected to have a Company Material Adverse Effect. Section 3.1.7 of the Company Disclosure Schedule sets forth as of
the date hereof, with respect to any pending action, suit, proceeding, or
investigation to which Company is a party, the forum, the parties thereto, the
subject matter thereof, and the amount of damages claimed, if any.

3.1.8
     No Material Adverse Change.Since December 31, 2004 (the Balance Sheet Date),
there has not been a
Company Material Adverse Effect.
Without limiting the foregoing, except as contemplated by this
Agreement, since the Balance Sheet Date, there has not been:

(a)
     any declaration, setting aside, or payment of any
dividend or other distribution, stock split, reclassification, subdivision, or
exchange with respect to any Company Shares;

(b)
     any amendment of any provision of the Charter
Documents of, or of any term of any outstanding security issued by,
Company;

(c)
     any incurrence, assumption, or guarantee by
Company of any indebtedness for borrowed money, or any mortgage, pledge,
imposition of any security interest, claim, encumbrance, or other restriction
on any of the assets, tangible or intangible of Company;

(d)
     a material change to any tax election or any
accounting method or any settlement or consent to any claim or assessment
relating to taxes incurred, or any incurrence of any obligation to make any
payment of, or in respect of, any taxes, except in the ordinary course of
business,

7

or agreement
to extend or waive the statutory period of limitations for the assessment or
collection of taxes;

(e)
     any (i) grant of severance or termination pay
(unless required by law) to any director, officer, or employee of Company, (ii)
entry into any employment, deferred compensation, or other similar agreement
(or any material amendment to any such existing agreement) with any director,
officer, or employee of Company, (iii) increase in benefits payable under any
existing severance or termination pay policies or employment agreements, or
(iv) increase in compensation, bonus, or other benefits payable to directors,
officers, or employees of Company, in each case other than those required by
written contractual agreements;

(f)
     any issuance of or acceleration of (or change to)
the vesting in capital stock or securities convertible into capital stock of
Company (including grants or other issuances of options, warrants or other
rights to acquire capital stock of Company);

(g)
     any acquisition or disposition of assets (other
than in the ordinary course of business), any acquisition or disposition of
capital stock of any third party, or any merger or consolidation with any third
party;

(h)
     any entry by Company into any joint venture,
partnership, or limited liability company or operating agreement with any
Person;

(i)
     any damage, destruction, or loss (whether or not
covered by insurance) affecting Companys properties or business that has had
or would reasonably be expected to have, individually or in the aggregate, a
Company Material Adverse Effect;

(j)
     any granting by Company of a security interest in
or lien on any material property or assets of Company;

(k)
     any cancellation of any debts or waiver of any
claims or rights;

(l)
     any capital expenditure or acquisition of any
property, plant, and equipment by Company for a cost in excess of $1,000 in the
aggregate, other than any such capital expenditure or acquisition of any
property, plant, and equipment made in the ordinary course of business and
consistent with past practices;

(m)
  
any discharge or satisfaction by Company of any lien or encumbrance, or any
payment of any obligation or liability (absolute or contingent) other than
current liabilities as of December 31, 2004 and current liabilities incurred
since December 31, 2004 in the ordinary course of business;

(n)
     any termination, modification, or rescission of,
or waiver by Company of rights under, any existing contract having or
reasonably likely to have a Company Material Adverse Effect;

(o)
     any event or condition resulting in a Company
Material Adverse Effect; or

(p)
     any agreement, authorization, or commitment,
whether in writing or otherwise, to take any action described in this Section
3.1.8.

8

3.1.9
     Absence of Undisclosed Liabilities.Company has no liabilities, obligations, or
contingencies (whether absolute, accrued, or contingent) except (i)
liabilities, obligations, or contingencies (each a Liability and collectively, Liabilities)
that are accrued or reserved against in the
Company Financial Statements; (ii) additional Liabilities reserved against
since the date of the Company Financial Statements that (x) have arisen in the
ordinary course of business, and (y) are accrued or reserved against on the
books and records of Company; (iii) additional Liabilities incurred since the
date of the Company Financial Statements that (x) have arisen in the ordinary
course of business, and (y) are not accrued or reserved against on the books
and records of Company; (iv) additional Liabilities that are expressly provided
for in any of Companys contracts that are not required to be reflected in
Companys financial statements under GAAP, or (v) additional Liabilities that
have not arisen in the ordinary course of business, but which Liabilities are
either unknown or would not reasonably be expected to have a Company Material
Adverse Effect.

3.1.10
     No Violations.

(a)
     Company is in compliance with all applicable
material federal, state, local, or foreign statutes, laws, ordinances, rules,
judgments, orders, and regulations of any Governmental Entity applicable to its
business and operations, except for violations that would not reasonably be
expected to have individually or in the aggregate a Company Material Adverse
Effect.  Neither Company, nor any person
or other entity acting on behalf of Company has, directly or indirectly, on
behalf of or with respect to Company (i) made or received any unreported
political contribution, (ii) made or received any payment that was not legal to
make or receive, (iii) created or used any off-book bank or cash account or
slush fund, or (iv) engaged in any conduct constituting a violation of the
Foreign Corrupt Practices Act of 1977, as amended.  All permits required to conduct the business of Company as
currently conducted have been obtained, are in full force and effect, and are
being complied with, except where the failure to hold or to be in compliance
with such permits would not reasonably be expected to have, individually or in
the aggregate, a Company Material Adverse Effect.

(b)
     With respect to information that is subject to
the consumer disclosure rules of 15 U.S.C. § 7001(c), Company has provided all
disclosures and has obtained all consents, required by said section, and
retains adequate records thereof.

(c)
     Company is in full compliance with all laws
applicable to its business regarding:
(i) privacy, data protection, or the security of information, including
the U.S. Gramm Leach Bliley Act, (ii) disposal of information; (iii) reporting
or notice of actual or attempted breaches in security or suspected criminal
activity; (iv) identity theft; (v) consumer reporting agencies, as defined in
the U.S. Fair Credit Reporting Act (FCRA) as amended by the Fair and Accurate
Credit Transactions Act, or users of consumer reports or furnishers of
information to consumer reporting agencies (all as defined in the FCRA); (vi)
the collection, transmission, use, maintenance, storage, access to, disclosure,
processing and disposal of personally identifying information, including social
security or other identification numbers and account numbers; (vii)
telemarketing; (viii) spam, commercial email messages and commercial mobile
service messages; (ix) direct marketing or sharing information for direct
marketing purposes (with any third party, including affiliates); (x)
advertising or other communications directed to particular users based on
information about them; (xi) opt in or out requests relating to any of the
foregoing, including providing required opportunities to do so and honoring
such requests; and (xii) consents, notices, disclosures, postings, and reports
relating to any of the foregoing.

(d)
     With respect to each residential mortgage loan
Company has originated and sold, or for which it has acted as mortgage broker,
agent, or otherwise participated in the solicitation, marketing, origination,
or servicing of such loan, Company has complied with all requirements of
applicable federal, state and local law and regulation including, without
limitation, usury, truth-in-

9

lending, real
estate settlement procedures, consumer credit protection, equal credit
opportunity and  disclosure laws.

(e)
     With respect to each residential mortgage loan
Company has originated and sold, or for which it has acted as mortgage broker,
agent, or otherwise participated in the solicitation, marketing, origination,
or servicing of such loan, Company has complied with all representations and
warranties it has made in connection with such loan, and Company shall not be
subject to any claim that it is obligated to
repurchase any such loan, or indemnify, defend, or hold harmless any
third party in connection with such loan.

3.1.11
     Certain Agreements.Neither the execution and delivery of this
Agreement nor the consummation of the Transactions will (i) result in any
payment (including severance, unemployment compensation, parachute payment,
bonus, or otherwise) becoming due to any director, employee, or independent
contractor of Company, from Company under any Plan (as defined in Section
3.1.13), agreement or otherwise, (ii) increase any benefits otherwise payable
under any Plan or agreement, or (iii) result in the acceleration of the time of
payment or vesting of any such benefits.

3.1.12
     Employees.Since the inception of Company (or any
predecessor entity, if applicable), Company has been in compliance in all
material respects with all then applicable laws and regulations respecting
employment, termination of employment (including the federal Worker Adjustment
Retraining and Notification Act (WARN), 29 U.S.C. § 2101 et seq.; 20 C.F.R. pt. 639.),
discrimination in employment, terms and conditions of employment, wages and
hours (including minimum wage and overtime requirements under federal and state
law), and occupational safety and health and employment practices, and has not
engaged in any unfair labor practice.
Since the inception of Company (or any predecessor entity, if
applicable), Company has in all material respects withheld all amounts required
by law or by agreement to be withheld from the wages, salaries, and other
payments to its employees, including common law employees, and is not liable
for any material arrears of wages or any taxes or any penalty for failure to
comply with any of the foregoing (or, if any arrears, penalty or interest were
assessed against Company regarding the foregoing, it has been fully
satisfied). Company is not liable for
any material payment to any trust or other fund or to any governmental or
administrative authority with respect to unemployment compensation benefits,
social security, or other benefits or obligations for employees (other than
routine payments to be made in the normal course of business and consistent
with past practice). There are no
pending claims against Company under any workers compensation plan or policy or
for long term disability. There are no
controversies pending or, to the knowledge of Company, threatened, between
Company and any of its employees, which controversies have or could reasonably
be expected to result in an action, suit, proceeding, claim, arbitration, or
investigation before any agency, court, or tribunal, foreign or domestic,
including claims for compensation, pending severance benefits, vacation time,
vacation pay, or pension benefits, or any other claim pending in any court or
administrative agency from any current or former employee or any other Person
arising out of Companys status as employer or purported employer or any
workplace practices or policies whether in the form of claims for employment
discrimination, harassment, unfair labor practices, grievances, wage and hour
violations, wrongful discharge, or otherwise.
Company is not a party to any collective bargaining agreement or other
labor union contract nor does Company know of any activities or proceedings of
any labor union to organize any such employees, and Section 3.1.12 of the
Company Disclosure Schedule lists all countries in which employees of Company
are represented by a works council or similar employee organization. To the knowledge of Company, no employees of
Company are or have in the past been in material violation of any term of any
employment contract, non-competition agreement, or any restrictive covenant to
a former employer relating to the right of any such employee to be employed by
Company because of the nature of the business conducted by Company or to the
use of trade secrets or proprietary information of others. Any and all releases of employment claims in
favor of

10

Company
obtained from employees during the three-year period preceding the Effective
Date are effective and binding to release all employment claims for each such
employee.

3.1.13
     Employee Benefit Plans.

(a)
     Each employee benefit, equity incentive plan, or
compensation plan or program covering currently active, former, or retired
employees of Company (Plan) is
listed in Section 3.1.13 of the Company Disclosure Schedule.  Company has made available to Purchaser a
copy of each Plan document (or, if there is no Plan document, a written
description), and where applicable, any related trust agreement, annuity, or
insurance contract and, where applicable, the three (3) most recent annual
reports (Form 5500) filed with the Internal Revenue Service (IRS) (including all attachments and
schedules thereto).  To the extent applicable,
each Plan complies in all material respects with the requirements of the
Employee Retirement Income Security Act of 1974, as amended (ERISA), and the Internal Revenue Code of
1986, as amended (the Code), and
any Plan intended to be qualified under Section 401(a) of the Code has been
determined to be so qualified by the IRS, and its related trust is tax-exempt
and has been determined to be so by the IRS.
No prohibited transaction, as defined in ERISA Section 406 or Code
Section 4975, has occurred with respect to any Plan, except as would not have a
Company Material Adverse Effect.  Each
Plan has been maintained and administered in material compliance with its terms
and with the requirements prescribed by any and all statutes, orders, rules,
and regulations, including ERISA and the Code, which are applicable to such
Plans.  To the knowledge of Company,
there are no pending or anticipated claims against or otherwise involving any
of the Plans (excluding claims for benefits incurred in the ordinary course of
Plan activities) and no suit, action or other litigation has been brought
against or with respect to any Plan.
All contributions, reserves, or premium payments to each Plan accrued to
the date hereof, have been made or provided for.  Company has not incurred any liability under Subtitle C or D of
Title IV of ERISA with respect to any single-employer plan, within the
meaning of Section 4001(a)(15) of ERISA, currently or formerly maintained by
Company, or any entity that is considered one employer with Company under
Section 4001 of ERISA.  Company has not
incurred, and will not incur as a result of the Transactions, any withdrawal
liability under Subtitle E of Title IV of ERISA with respect to any multiemployer
plan, within the meaning of Section 4001(a)(3) of ERISA.  Company has no obligation for retiree health
or life benefits under any Plan, except as required by applicable law or to
avoid excise taxes under Section 4980(B) of the Code.  There are no restrictions on the rights of Company to amend or
terminate any Plan without incurring any liability thereunder (other than
ordinary administrative expenses).
Company has not engaged in, nor is it a successor or parent corporation
to an entity that has engaged in, a transaction described in ERISA Section
4069.  There have been no unwritten or
unexpected amendments to, written interpretation of, or announcements (whether
or not written) by Company relating to coverage under any Plan.  No tax under Section 4980B of the Code
(other than a tax that has been fully satisfied) has been incurred in respect
of any Plan that is a group health plan, as defined in Section 5000(b)(1) of
the Code.

(b)
     Neither Company nor any entity that is or was
considered one employer with Company under Section 4001 of ERISA has ever
maintained, had an obligation to contribute to, contributed to, or had any
liability with respect to any current or former employee benefit plan that is
or has been subject to Title IV of ERISA (including any multiemployer plan
within the meaning of Section 4001(a)(3) of ERISA).  No Plan is a multiple employer welfare arrangement as defined in
Section 3(40) of ERISA.

(c)
     All Plans that are subject to the laws of any
jurisdiction outside the United States are in compliance with and have been
operated consistent with their terms and such applicable laws (including
relevant tax laws), and the requirements of any trust deed under which they
were established, in all material respects.
Company has no employee benefit plans that are subject to the laws of
any jurisdiction outside the United States.
With respect to each Plan, no event has occurred, and

11

there exists
no condition or set of circumstances, that would subject Company, directly or indirectly,
to any material liability arising under any applicable laws, including relevant
tax laws (including any liability to or under any such Plan or any indemnity
agreement to which Company is a party), excluding liability for benefit claims
and funding obligations.  With respect
to each such Plan, there are no funded benefit obligations for which the
contributions have not been made or properly accrued and there are no unfunded
benefit obligations that have not been accounted for by reserves, or otherwise
properly footnoted, on the financial statements of Company.

(d)
     No Plan is subject to any ongoing audit,
investigation, or other administrative proceeding of the IRS, the U.S.
Department of Labor, or any other Governmental Entity or is scheduled to be
subject to such an audit, investigation, or proceeding.

(e)
     Company is not a party to any agreement, plan,
contract or arrangement pursuant to which compensation is or would be
includible in the gross income of an employee, director, or independent
contractor of Company prior to the receipt by such individual of such
compensation, or to which interest or any additional tax would apply as a
result of Code Section 409A.

3.1.14
     Real Property; Leases.Company owns no real property. Company has made available to Purchaser
copies of all leases or subleases in effect on the date hereof pursuant to
which Company leases (i) real property (as either a tenant, subtenant, or
lessor) that require annual base payments in excess of $10,000, or (ii)
personal property that require annual payments in excess of $2,000 with respect
to each such lease or sublease (clauses (i) and (ii) collectively, the Company Leases). To the knowledge of
Company, no default exists under any Company
Leases. None of the Company Leases may
be terminated as a result of the execution of this Agreement or the
consummation of the Transactions. Each
Company Lease is listed in Section 3.1.14 of the Company Disclosure Schedule. Each Company Lease is in full force and
effect in accordance with its respective terms. No consent is required from any party under any Company Lease in
connection with the completion of the Transactions, and Company has not
received notice that a party to any Company Lease intends to cancel, terminate,
or refuse to renew the same or to exercise any option or other right
thereunder, except where the failure to receive such consent, or where such
cancellation, termination, or refusal, would not have a Company Material
Adverse Effect.

3.1.15
     Environmental.

(a)
     To Companys knowledge, no Hazardous Material has
migrated beneath, or has been released onto or under, real property currently
or formerly owned, leased, or occupied by Company, except:  as specifically authorized (e.g., by a
Governmental Entity-issued permit); or as would not result, or reasonably be
expected to result, in a Company Material Adverse Effect.

(b)
     Company has not transported, stored, used,
manufactured, disposed of, released, or exposed any person to Hazardous
Materials (collectively, Hazardous Materials
Activities) in violation of any Environmental Law in effect on or
before the Effective Time, except as would not result, or reasonably be
expected to result, individually or in the aggregate, in a Company Material
Adverse Effect.

(c)
     Company currently holds all environmental
approvals, permits, licenses, clearances, and consents (Company Environmental Permits) necessary
to conduct Companys Hazardous Material Activities and other businesses as
Company currently conducts them, except where the absence of any Company
Environmental Permits would not result, or reasonably be expected to result,
individually or in the aggregate, in a Company Material Adverse Effect.

12

(d)
     No Governmental Entity has taken and, to
Companys knowledge, no Governmental Entity has threatened, any violation
notice, enforcement action, revocation proceeding, writ, or injunction against
Company concerning Company Environmental Permits, Hazardous Material, or
Company Hazardous Materials Activities.
Company has not received any written notice that it is or may be liable
for: natural resource damages, Hazardous Materials investigation or cleanup, or
response costs incurred by others in conducting a Hazardous Materials
investigation or cleanup.  To Companys
knowledge, no fact or circumstance exists that is reasonably likely to involve
Company in material environmental litigation or impose on Company any material
environmental liability.

(e)
     To Companys knowledge, it has not, either by
agreement or operation of law, assumed or undertaken another persons or
entitys liability under any Environmental Law.  This includes liability for Hazardous Materials investigation,
cleanup, corrective action, or natural resource damages.  This also includes future or contingent
liability, unless assumed through acquiring an operating business.

(f)
     Other than reports provided by Company to
Purchaser, neither Company, nor to Companys knowledge any of its agents,
possess any report, including environmental site assessment reports, concerning
the presence or possible presence of released Hazardous Materials on real
property currently or formerly owned, leased, or occupied by Company.

(g)
     Hazardous
Material means any substance that a Governmental Entity or
applicable federal, state, or local law designates as radioactive, toxic,
hazardous, or otherwise a danger to health or the environment.  This includes: PCBs, friable asbestos,
petroleum, urea-formaldehyde and all hazardous substances listed under the
Comprehensive Environmental Response, Compensation, and Liability Act, as
amended, or defined as a hazardous waste by the Resource Conservation and
Recovery Act, as amended, and the regulations that implement these laws.  But this excludes office and janitorial
supplies lawfully used or stored for their intended purposes.

(h)
     Environmental
Law means all applicable laws, regulations, or ordinances (foreign,
domestic, federal, state, local, or other), binding Governmental Entity
requirements, orders, judgments, binding determinations of administrative or
judicial authorities, permits, licenses, or other authorizations that concern
worker health and safety or environmental pollution or protection.  This includes all requirements relating to
Hazardous Materials, such as the presence, use, production, generation,
handling, transportation, treatment, storage, disposal, distribution, labeling,
testing, processing, discharge, release, threatened release, control, or
cleanup of any Hazardous Material.

3.1.16
     Customers and Suppliers.

(a)      As of the date hereof, Company has no
outstanding material dispute, that has been communicated in writing, concerning
its business operations or with any customer who, in the year ended December
31, 2004, or the nine (9) months ended September 30, 2005, was one of the
twenty (20) largest sources of revenues recognized under GAAP for Company
during such periods (each, a Significant
Customer).  Each Significant
Customer and the percentage of Companys total revenues such Significant
Customer represented during such time period are listed on Section 3.1.16 of
the Company Disclosure Schedule.  As of
the date hereof, Company has not received any written notice from any Significant
Customer that such customer shall not continue as a customer of Company after
Closing or that such customer intends to terminate or materially modify
existing agreements with Company.  As of
the date hereof, no purchaser, reseller or distributor of Companys services
has asserted any claims of breach of warranty with regard to such services nor
does Company have any indemnity liability for any such services to purchasers,
resellers or distributors.  To the knowledge
of Company, Company could not

13

reasonably be
expected as a result of warranty or liability claims against it to be required
to modify in any material respect any of Companys services that are material
to Company.

(b)
     As of the date hereof, Company has no outstanding
material dispute, which has been communicated in writing, concerning
technology, products and/or services provided by any supplier who, in the year
ended December 31, 2004, or the nine (9) months ended September 30, 2005, was
(i) one of the ten (10) largest suppliers of technology, products and/or
services to Company, based on amounts paid or payable, or (ii) provided
third-party software used in connection with Companys technology, products
and/or services (each, a Significant
Supplier).  Each Significant
Supplier is listed on Section 3.1.16 of the Company Disclosure Schedule.  As of the date hereof, Company has not
received any written notice from any Significant Supplier that such supplier
shall not continue as a supplier to Company after the Closing or that such
supplier intends to terminate or materially modify existing agreements with
Company.

3.1.17
     Material Contracts.

(a)
     Section 3.1.17 of the Company Disclosure Schedule
sets forth all of the following contracts to which Company is a party as of the
date of this Agreement (the Material
Contracts):

(i)
     any agreement (A) relating to the employment of,
or the performance of services by, any employee, consultant or other Person
other than ordinary course, at-will written or oral offers or agreements
terminable within ninety (90) days without the payment of any penalty and
excluding employment arrangements required by law, (B) pursuant to which
Company is or may become obligated to make any severance, termination, or
similar payment to any current or former employee or director, other than with
respect to agreements listed or described in the Company Disclosure Schedule as
applicable to all Company employees generally, or applicable to all Company
employees in specified jurisdictions outside of the United States, (C) pursuant
to which Company is or may become obligated to make any bonus or similar
payment to any current or former employee or director, other than with respect
to agreements listed or described in the Company Disclosure Schedule as
applicable to all Company employees generally, or applicable to all Company
employees in specified jurisdictions outside of the United States, or (D) pursuant
to which Company may be required to provide, or accelerate the vesting of, any
payments, benefits, or equity rights upon the occurrence of any of the
Transactions;

(ii)      any agreement that provides for indemnification
of any officer, director, employee, or agent of Company;

(iii) any agreement imposing any restriction on the right or ability of
Company, or that, after consummation of the Transactions, would impose a restriction
on the right or ability of Purchaser, to compete in any line of business or in
any geographic region with any other Person or to transact business or deal in
any other manner with any other Person;

(iv) any agreement with a third party pursuant to which Company has (A) paid an
amount in excess of $1,000 during the twelve month period ended September 30,
2005, or (B) is obligated to pay an amount in excess of $1,000 during the
twelve month period beginning October 1, 2005;

(v)      any agreement with a distributor or
Significant Customer (A) pursuant to which Company recognized revenues in
excess of $1,000 in the aggregate during the twelve month period ended
September 30, 2005, or (B) that requires such party to purchase in excess of

14

$1,000 in
products and/or services from Company during the twelve month period beginning
October 1, 2005;

(vi)     any agreement of partnership or joint venture, limited
liability company or operating agreement that would give rise to an obligation
on the part of Company to form a joint venture or to acquire securities of a
third party;

(vii)     any
other contract, agreement, or commitment not otherwise listed in Section 3.1.17
of the Company Disclosure Schedule, (A) the termination of which would cause a
Company Material Adverse Effect, or (B) that, if no required consent regarding
the Transactions is obtained, would have a Company Material Adverse Effect or a
Material Adverse Effect on Purchasers ability to operate the business of Company
in the same manner as the business of Company is currently operated;

(viii)     any
union contract or collective bargaining agreement;

(ix)     any
lease for real or personal property in which the amount of payments which
Company is required to make on an annual basis exceeds $1,000; and

(x)     except
for trade indebtedness incurred in the ordinary course of business and except
as disclosed in the Company Financial Statements, any instrument evidencing or
related in any way to indebtedness for borrowed money by way of direct loan,
sale of debt securities, purchase money obligation, conditional sale,
guarantee, or otherwise.

(b)     Each
Material Contract is in full force and effect and is a valid and binding
obligation of Company, and, to the knowledge of Company, neither Company nor
any other party thereto is in breach of, or default under, any such Material
Contract, except for such failures to be in full force and effect and such
breaches and defaults that, in the aggregate, would not reasonably be expected
to have a Company Material Adverse Effect. As of the date hereof, none of the
parties to any of the Material Contracts identified in Section 3.1.17 of the
Company Disclosure Schedule has expressed in writing an intent to terminate or
materially reduce the amount of its business with Company in the future.

3.1.18     
Taxes.

(a)     For
the purposes of this Agreement, the terms tax
and taxes shall include all
federal, state, local, and foreign taxes, assessments, duties, tariffs,
registration fees, and other governmental charges, including all income,
franchise, property, production, sales, use, payroll, license, windfall
profits, severance, withholding, excise, gross receipts, and other taxes, as
well as any interest, additions, or penalties relating thereto and any interest
in respect of such additions or penalties.

(b)     Company
has timely filed (or caused to be filed) all federal, state, local, and foreign
tax returns, reports, information statements, and similar statements (Returns) required to be filed, which
Returns are true, correct, and complete in all material respects. Company has
paid, or fully accrued in accordance with GAAP on the Current Balance Sheet all
taxes in respect of all periods (or portions thereof), whether or not such
taxes are reflected on any Return, and the date of the Current Balance Sheet
Company has not incurred any tax liability other than in the ordinary course of
business. Company has not engaged in any reportable transaction within the
meaning of Code Section 6707A(c)(1). Company has not taken any position on any
Return or filing which is or would be subject to penalties under Section 6662
of the Code. Company is not currently the beneficiary of any extension of time
to file any Return that has not yet been filed. All material elections with
respect to taxes made by or with respect to Company are set forth on Section
3.1.18 of the Company Disclosure Schedule. Company has provided to Purchaser or
made available true and correct copies of all Returns

15

and related
work papers, all correspondence with any taxing authorities, any tax planning
memoranda, or other material tax data of Company.

(c)     No
deficiencies or adjustments that remain outstanding for any tax have been
assessed nor has Company received notice proposing or threatening a tax
assessment. No claim has ever been made by an authority in a jurisdiction where
Company does not file Returns that Company is or may be subject to taxation by
that jurisdiction. Section 3.1.18 of the Company Disclosure Schedule accurately
sets forth the years for which Companys federal, state, local, and foreign
Returns have been audited and any years that are the subject of a pending audit
by the IRS or any applicable state taxing authorities. Except as so disclosed,
Company is not subject to any pending, nor has it received notice proposing or
threatening, a tax audit or examination and Company has not waived or entered
into any other agreement with respect to any statute of limitation with respect
to its taxes or Returns. Section 3.1.18 of the Company Disclosure Schedule sets
forth as of the date hereof a list of all joint ventures, partnerships, limited
liability companies, or other business entities (within the meaning of Treasury
Regulation Section 301.7701-3) in which Company has an interest. No consent or
agreement has been made under former Section 341(f) of the Code by or on behalf
of Company or any predecessor thereof. Company has no interests in real estate
that would be subject to any transfer or other similar tax as a result of the
consummation of the Transactions.

(d)     There
are no liens for taxes upon the assets of Company except for taxes that are not
yet delinquent. Company has withheld all taxes required to be withheld by it in
respect of wages, salaries, and other payments to all employees, officers, and
directors and any taxes required to be withheld from any other person and
timely paid all such amounts withheld to the proper taxing authority. Company
is not party to any tax sharing or tax allocation agreements and has not been a
member of any affiliated group of corporations within the meaning of Section
1504 of the Code other than the group of which Company is currently the common
parent. Company has no liability for taxes of any other Person under Treasury
Regulation Section 1.1502-6 (or any similar provisions of state, local or
foreign law), as a transferee or successor, by contract, or otherwise. Company
neither has nor has had a permanent establishment (as defined in any
applicable income tax treaty) in any country other than the United States.
There are no outstanding rulings or requests for rulings from any taxing
authority with respect to Company. Company neither is nor has ever been a real
property holding corporation within the meaning of Section 897 of the Code. The
use of any net operating loss carryover, net capital loss carryover, unused
investment credit or other credit carryover of Company is not subject to any
limitation pursuant to Section 382 of the Code or otherwise.

(e)     Company
has not participated in, or cooperated with, an international boycott within
the meaning of Section 999 of the Code. Company is not required to include in
income any adjustment pursuant to Section 481(a) of the Code (or similar
provisions of other law or regulations) in its current or in any future taxable
period, by reason of a change in accounting method, nor has the IRS (or other
taxing authority) proposed any such change in accounting method. In connection
with the consummation of the Transactions, no payments of money or other
property, acceleration of benefits, or provisions of other rights have or will
be made hereunder, under any agreement contemplated herein, or under the Plans
that would be reasonably likely to result in imposition of the sanctions
imposed under Sections 280G and 4999 of the Code, determined without regard to
whether such payment is reasonable compensation for services performed or to be
performed in the future, and whether or not some other subsequent action or
event would be required to cause such payment, acceleration, or provision to be
triggered. Neither Company, Purchaser, or any affiliate of Purchaser will be
obligated to pay, or reimburse any individual for, any excise taxes or similar
taxes imposed on any employee or former employee of, or individual providing services
to, Company under Section 4999 of the Code or any similar provisions as a
result of the consummation of the Transactions, either alone or in connection
with any other event. None of the assets of Company is property that is
required to be treated as owned by any

16

other Person
pursuant to the safe harbor lease provisions of former Section 168(f)(8) of
the Internal Revenue Code of 1954 as amended and in effect immediately prior to
the enactment of the Tax Reform Act of 1986 and none of the assets of Company
is tax exempt use property within the meaning of Section 168(h) of the Code.
None of the assets of Company secures any debt the interest on which is tax
exempt under Section 103 of the Code.

(f)     Company
has not constituted either a distributing corporation or a controlled
corporation in a distribution of stock qualifying for tax-free treatment under
Section 355 of the Code (i) in the two (2) years prior to the date of this
Agreement, or (ii) in a distribution that could otherwise constitute part of a
plan or series of related transactions (within the meaning of Section
355(e) of the Code) in conjunction with the Transactions.

(g)     Company
was a validly electing S corporation within the meaning of Sections 1361 and
1362 of the Code at all time since the date of its incorporation through
December 31, 2004.

3.1.19Interests of Officers. None of Companys officers or directors has any interest in
any property, real or personal, tangible or intangible, including inventions,
copyrights, trademarks, or trade names, used in or pertaining to the business
of Company, nor to the knowledge of Company does any supplier, distributor, or
customer of Company.

3.1.20Technology and
Intellectual Property Rights.

(a)     Definitions:

(i)     Intellectual
Property shall mean any or
all of the following and all rights in, arising out of, or associated
therewith: (x) all United States, international, and foreign: (1) patents and
equivalent or similar rights anywhere in the world in inventions and
discoveries, including invention disclosures; (2) trade secrets and other
rights in know-how and confidential or proprietary information; (3) mask works
and copyrights, and all other rights corresponding thereto (including moral
rights), throughout the world; (4) in World Wide Web addresses and domain
names, (5) trade names, logos, common law trademarks and service marks, trade
dress, trademark and service mark registrations, and all goodwill associated
therewith throughout the world; and (6) any similar, corresponding, or
equivalent rights to any of the foregoing in (1) through (5) above, including
all related applications and registrations anywhere in the world, and (7) any
and all of the following technology: computer software and code, including
software and firmware listings, assemblers, applets, compilers, source code,
object code, net lists, design tools, user interfaces, documentation, annotations,
comments, data, data structures, databases, data collections, system build
software and instructions, design documents, schematics, diagrams, product
specifications,, any media on which any of the foregoing is recorded, and any
other tangible embodiments of any of the foregoing.

(ii)     Company
Intellectual Propertyshall mean all Intellectual Property owned by Company.

(b)     Section
3.1.20 of the Company Disclosure Schedule lists all:

(i)     United
States, international, and foreign patents and patent applications (including
provisional applications);

17

(ii)     registered
trademarks and service marks, applications to register trademarks and service
marks, intent-to-use applications, or other registrations or applications
related to trademarks and service marks;

(iii) any domain name registrations;

(iv)     registered
copyrights and applications for copyright registration; registered mask works
and applications to register mask works;

(v)     any
other Company Intellectual Property that is the subject of an application,
certification, filing, registration, or other document issued by, filed with,
or recorded by, any state, government or other public legal authority at any
time; and

(vi)     all
licenses, sublicenses, reseller, distribution, customer and other agreements or
arrangements that are Material Contracts to which Company is a party and
pursuant to which any other Person is authorized to have access to, resell,
distribute, or use Company Intellectual Property or to exercise any other right
with regard thereto; and

(vii)     all
agreements and licenses pursuant to which Company has been granted a license to
any Intellectual Property of other parties where Intellectual Property of other
parties is a part of and offered in conjunction with Companys technology or
service offerings.

(c)     Company
owns or has, free and clear of conditions, or other restrictions or any
requirement of any past, present or future royalty payments, all rights
necessary to carry out, or that otherwise are material to, the current and
anticipated future business of Company and had during the relevant period all
rights reasonably necessary to carry out, or that otherwise were material to,
the business of Company. Company owns or otherwise has, and after the Closing
Company will continue to have, all rights to the third party software
(including the third party software listed in Section 3.1.20) needed to conduct
the business of Company as currently conducted.

(d)     Company
is not, nor as a result of the execution or delivery of this Agreement, or
performance of Companys obligations hereunder, will Company be, in violation
of any license, sublicense, or other agreement relating to the Company
Intellectual Property.

(e)     Neither
the (i) operation of Companys business, including Companys provision of
services, nor (ii) the use, reproduction, modification, manufacture,
distribution, licensing, sublicensing, sale, offering for sale, or other
exploitation of Companys products, infringes any Intellectual Property, or any
other intellectual property, proprietary, or personal right of any Person, or
constitutes unfair competition or unfair trade practice under the laws of the
applicable jurisdiction.

(f)     All
granted or issued patents and all mask works, registered trademarks listed in
Section 3.1.20 of the Company Disclosure Schedule, and copyright registrations
held by Company are valid, enforceable, and subsisting.

(g)     Company
has not received written notice of any claims challenging the validity,
effectiveness, or ownership by Company of any of the Company Intellectual
Property, or infringes, or will infringe on, any third party Intellectual
Property Right or constitutes unfair competition or unfair trade practices
under the laws of the applicable jurisdiction, nor, to the knowledge of
Company, are there any valid grounds for any bona fide claim of any such kind.
To the knowledge of Company, there is no unauthorized use, infringement, or
misappropriation of any of the Company Intellectual Property by any third
party, employee, or former employee.

18

(h)     Section
3.1.20 of the Company Disclosure Schedule lists all parties who have created
any material portion of, or otherwise have any rights in or to, Company
technology or services other than employees of Company whose work product in
the technology or service was created by them entirely within the scope of
their employment by Company and constitutes works made for hire owned by Company.
Company has secured from all parties who have created any material portion of,
or otherwise have any rights in or to, Company technology and services, valid
and enforceable written assignments or licenses of any such work or other
rights to Company and provided true and complete copies of such assignments or
licenses to Purchaser.

(i)     Company
has taken commercially reasonable steps to protect rights in confidential
information (both of Company and that of third Persons that Company has
received under an obligation of confidentiality) and has required all current
and former employees and third parties with whom Company has shared
confidential information to execute legally binding written non-disclosure
agreements.

(j)     Company
has obtained legally binding written agreements from all employees and third
parties with whom Company has shared confidential proprietary information (i)
of Company, or (ii) received from others that Company is obligated to treat as
confidential and that require employees and third parties to keep such
information as confidential.

(k)     Company
is (i) in compliance with all applicable laws, rules and regulations governing
the collection and use of personal information of the United States and such
collection and use is in accordance with Companys privacy policy as published
on its website and/or any other privacy policies presented to customers or
potential customers, and (ii) no personal information has been collected from
individuals outside the United States. The execution or delivery of this
Agreement, or performance of Companys obligations hereunder, will not violate
any such applicable law, rule or regulation or any of Companys privacy
policies.

3.1.21Brokers and
Other Fees. Other than StartBank neither Company nor its directors,
officers, or employees has employed any investment banker, broker, finder, or
other intermediary that has been retained by, or is authorized to act on behalf
of, Company that would be entitled to any fee or commission from Company,
Purchaser, or any of Purchasers affiliates in connection with or upon
consummation of the Transactions. All Transaction Fees (as defined below) will
be based on customary and standard billing rates or other charges applicable to
Company and such fees and charges shall not be in excess of One Hundred
Thousand Dollars ($100,000) in the aggregate (the Transaction Fee Amount), and there are no agreements or
special arrangements by which Company could be obligated to pay bonuses,
premiums, or other payments to professional service providers in excess of the
Transaction Fee Amount. For purposes of this Agreement, Transaction Fees means those fees
(including financial advisory and professional fees), bonuses, and charges
incurred by Company (but not yet paid as of the date of this Agreement) in
connection with the Transactions, including fees for services provided by Offit
Kurman.

3.1.22Complete Copies
of Materials. Company has delivered or made available to Purchaser true
and complete copies of each document that has been listed in the Company
Disclosure Schedule.

3.1.23Board
Recommendation. Companys board of directors has unanimously (i)
determined that this Agreement and the Transactions, are advisable and in the
best interests of Company and its stockholders, (ii) approved and adopted this
Agreement and the Transactions, and (iii) subject to the other terms and
conditions of this Agreement, resolved to recommend each of the

19

Transactions
be approved by Companys stockholders, and, as of the date of this Agreement,
none of the aforesaid actions by Companys board of directors has been amended,
rescinded, or modified.

3.1.24Insurance.
Company has made available to Purchaser a copy of all insurance policies and
all self-insurance programs and arrangements relating to the business, assets,
and operations of Company. All premiums due and payable under all such policies
have been paid and Company is otherwise in compliance with the terms of such
policies and bonds. As of the date of this Agreement, there has been no
threatened termination of, or premium increase with respect to, any such
policies.

3.1.25Mortgage
Loans.

(a)     Definitions:

(i)     Borrower(s)
shall mean all persons
currently obligated to perform the terms of a Mortgage Loan as payor and
mortgagor.

(ii)     Mortgage
shall mean the mortgage, deed of
trust or other instrument securing a Mortgage Note, which creates a first lien
on an unsubordinated estate in fee simple on the Mortgaged Property.

(iii)     
Mortgage Interest Rate shall
mean the rate of interest applicable to a Mortgage Loan, as the same may be
adjusted from time to time pursuant to the terms of the related Mortgage or
Mortgage Note.

(iv)     Mortgage
File shall mean the items
pertaining to a particular Mortgage Loan and any additional documents
pertaining to such Mortgage Loan in the possession of Company or its designee,
including but not limited to: (1) the original Mortgage Note, bearing any
intervening endorsements; (2) an original or certified copy of the recorded
Mortgage, with evidence of recording or recording information thereon or a copy
of the recorded Mortgage; (3) an original or copy of the policy of title
insurance; (4) the original or copy of any intervening assignments; and (5) the
original or copy of any assumption, extension or modification agreement
affecting the Mortgage Loan, if any.

(v)     Mortgage
Loan shall mean an individual
residential mortgage loan owned by Company including, without limitation, all
other rights, benefits, proceeds and obligations arising from or in connection
with each such mortgage loan.

(vi)     Mortgage
Note shall mean with respect to a
Mortgage Loan, the original note or other instrument evidencing the obligation
to repay such Mortgage Loan.

(vii)     Mortgaged Property shall mean the
residential real property (including, without limitation, mobile homes and
manufactured housing units) encumbered by the Mortgage which is now securing
repayment of the debt evidenced by a Mortgage Note.

(viii)     Mortgagor
shall mean the obligor on a
Mortgage Note.

(ix)     Servicing
Files shall mean with respect to
each Mortgage Loan, and to the extent available, the file maintained by Company
for use in servicing the Mortgage Loan, including without limitation the
Mortgage File.

20

(b)     The
information set forth in Section 3.1.25 of the Company Disclosure Schedule
which provides a Mortgage Loan Schedule (as defined in Section 4.8) as of the
date hereof is complete, true, and correct in all material respects. All
amounts required to be disbursed pursuant to each Mortgage Loan listed on
Section 3.1.25 of the Company Disclosure Schedule has been disbursed;

(c)     The
Mortgages and the Mortgage Loans have been serviced by or on behalf of Company
in accordance with the customary servicing practices in the mortgage servicing
industry;

(d)     Each
Mortgage is a valid, subsisting, and enforceable, first or junior lien on an
unsubordinated fee simple interest in the respective Mortgaged Property.

(e)     Each
Mortgage Note and each Mortgage is genuine and is the legal, valid, and binding
obligation of the maker thereof, enforceable in accordance with its terms in
all material respects except to the extent that enforceability may be limited
by the effect of (i) any applicable bankruptcy, insolvency, reorganization,
moratorium, or other similar laws affecting the enforcement of creditors
rights generally, and (ii) general equitable principles, regardless of whether
such enforceability is considered in a proceeding at law or in equity.

(f)     Each
Mortgage Loan is covered by either an ALTA lenders title insurance policy,
attorneys opinion of title and abstract of title or other generally acceptable
form of policy of insurance acceptable to prudent mortgage lending institutions
making loans in the area where the Mortgaged Property is located.

(g)     No
Mortgage has been modified, satisfied, canceled, subordinated or rescinded, and
no Mortgagor has been released in whole or in part, and the Mortgaged Property
has not been released from the lien of the Mortgage, in whole or in part, nor
has any instrument been executed that would effect any such release,
cancellation, subordination or rescission except by a written instrument that
has been recorded, if necessary, and is contained in the Mortgage File.

(h)     All
improvements on each Mortgaged Property are insured against loss by fire and
other hazards (including floods) as are customary in the area where the
Mortgaged Property is located pursuant to an insurance policy maintained by
either the Mortgagor or the current servicer.

(i)     All
real property taxes and ground rents affecting the Mortgaged Property which
were due and owing have been paid or have been fully escrowed.

(j)     With
respect to each Mortgage Loan, Company has not received written notice of any
mechanics or similar liens affecting the Mortgaged Property which would have
priority over the lien of the Mortgage nor of any proceeding pending or
threatened for the total or partial condemnation of the Mortgaged Property.

(k)     Any
and all requirements of any federal, state or local law or regulation
including, without limitation, usury, truth-in-lending, real estate settlement
procedures, consumer credit protection, equal credit opportunity or disclosure
laws applicable to each Mortgage Loan have been complied with.

(l)     The
Mortgage Files and Servicing Files with respect to each Mortgage Loan and all
other material information with respect to the Mortgage Loans have been made
available to Purchaser during due diligence and each such file is complete in
all material respects and contains true and complete copies of all material
documents and correspondence relating to the respective Mortgage Loan.

21

(m)     Company
has not received notice (whether written or oral) of any pending, or
threatened, litigation, proceeding, governmental investigation, order,
injunction, or decree relating to any Mortgage Loans or the Mortgaged Property
securing each such Mortgage pending, and, other than standard foreclosure
proceedings and related claims asserted by Company.

(n)     Except
as disclosed to Purchaser in writing or as set forth in the Mortgage File,
Company has not received notice (whether written or oral) that any Borrower is
the subject of any bankruptcy or other insolvency proceeding.

(o)     None
of the Mortgage Loans is subject to any valid right of rescission, setoff,
counterclaim or defense, and no such claim has been asserted with respect to
any Mortgage Loan.

(p)     If
any Mortgage Loan is an adjustable rate mortgage loan, on each applicable
adjustment date, the Mortgage Interest Rate has been adjusted in accordance
with the terms of the related Mortgage Note and all applicable law.

3.1.26Credit Lines.

(a)     Pursuant
to the Master Mortgage Loan Warehousing and Security Agreement dated June 17,
2003 between Company and First Collateral Services, Inc., Company has: (i) an
Equity Base of not less than $3,450,0000; (ii) Tangible Net Worth of not less
than $3,450,000; (iii) a Current Ratio of not less than 1.06 to 1; (iv) a Debt
to Tangible Net Worth Ratio of not more than 12.75 to 1.0; (v) a Debt to Equity
Base Ratio of not more than 12.75 to 1.0; and (vi) repurchased not more than in
the aggregate of Mortgage Loans during any twelve month period. All capitalized
terms included in this Section 3.1.26(a), not otherwise defined in Section
3.1.25, shall have the meaning assigned to such term in that Master Mortgage
Loan Warehousing and Security Agreement dated as June 17, 2003 between Company
and First Collateral Services, Inc.

(b)     Pursuant
to the Credit Agreement dated September 15, 2005 between Company and HSBC
Mortgage Services Warehouse Lending, Inc., Company has: (i) not received a
notice of termination pursuant to Section 2.7(b); (ii) Tangible Net Worth of
not less than $3,680,000; (iii) a Current Ratio of not less than 1.04 to 1;
(iv) a Leverage Ratio of not more than 17 to 1.0; (v) a Positive Net Income as
of the most recent three month period; (vi) Bronze status; and (vii) repurchased not more than $0in Mortgage Loans in the aggregate.
All
capitalized terms included in this Section 3.1.26(b), not otherwise defined in
Section 3.1.25, shall have the meaning assigned to such term in that Credit
Agreement dated September 15, 2005 between Company and HSBC Mortgage Services
Warehouse Lending, Inc.

(c)     The
Master Mortgage Loan Warehousing and Security Agreement dated as June 17, 2003
between Company and First Collateral Services, Inc. and the Credit Agreement
dated September 15, 2005 between Company and HSBC Mortgage Services Warehouse
Lending, Inc. are collectively referred to the as the Credit Lines.

3.1.27Obligations
Under Mortgage Loan Purchase Agreements. With respect to sales of
Mortgage Loans to third parties, other than sales under the Credit Lines,
Company has repurchased not more than $5,000,000 of Mortgage Loans in the
aggregate during the twelve month period prior to the date hereof, and
currently has repurchase demands of not more than $2,000,000 in the aggregate.

3.1.28Accounts
Receivable.
All of the accounts receivable shown on the Company Financial Statements
(including any amount owed under any Mortgage Note) have been collected or are

22

current and
collectible in the aggregate recorded amounts thereof (less the allowance for
doubtful accounts also appearing in such balance sheet and net of returns and
payment discounts allowable by Companys policies) and can reasonably be
anticipated to be paid in full without outside collection efforts within sixty
(60) days of the due date, and are not subject to counterclaims or setoffs.

3.1.29Personal
Property.
Company has good and marketable title, free and clear of all title defects,
security interests, pledges, options, claims, liens, encumbrances, and restrictions
of any nature whatsoever (including, without limitation, leases, chattel
mortgages, conditional sale contracts, purchase money security interests,
collateral security arrangements, and other title or interest-retaining
agreements) to all inventory, receivables, furniture, machinery, equipment, and
other personal property, tangible or otherwise, reflected on the balance sheet
included in the Company Financial Statements or used in Companys business as
of the date of such balance sheet even if not reflected thereon. Section 3.1.29
of the Company Disclosure Schedule lists (i) all computer equipment and (ii)
all other personal property having a depreciated book value of $1,000 or more,
which are currently used by Company in the conduct of its business and all such
equipment and property, in the aggregate, is in good operating condition and
repair, reasonable wear and tear excepted.

3.1.30Guarantees
and
Suretyships. Company has no powers of attorney outstanding (other than
those issued in the ordinary course of business with respect to tax matters).
Company has no obligations or liabilities (absolute or contingent) as
guarantor, surety, cosigner, endorser, co-maker, indemnitor, or otherwise
respecting the obligations or liabilities of any person, corporation,
partnership, joint venture, association, organization, or other entity.

3.1.31Certain
Transactions. Except for (a) relationships with Company as an officer,
director, or employee thereof (and compensation by Company in consideration of
such services) and (b) relationships with Company as stockholders or option
holders therein, none of the directors, officers, or holders of 5% or more of
the Company Shares, or any member of any of their families, is presently a
party to, or was a party to during the year preceding the date of this
Agreement, any transaction with Company, including, without limitation, any
contract, agreement, or other arrangement (i) providing for the furnishing of
services to or by, (ii) providing for rental of real or personal property to or
from, or (iii) otherwise requiring payments to or from, any such person or any
corporation, partnership, trust, or other entity in which any such person has
or had a 5% or more interest (as a stockholder, partner, beneficiary, or
otherwise) or is or was a director, officer, employee, or trustee. None of
Companys officers or directors has any interest in any property, real or
personal, tangible or intangible, including inventions, copyrights, trademarks,
or trade names, used in or pertaining to the business of Company, or any
supplier, distributor, or customer of Company, except for the normal rights of
a stockholder, and except for rights under existing employee benefit plans.

3.1.32Disclosure.
No representation or warranty made by Company in this Agreement, nor any
document, written information, financial statement, certificate, or exhibit
prepared and furnished or to be prepared and furnished by Company or its
representatives pursuant hereto, or in connection with the Transactions, when
read together in their entirety, contains as of the date hereof or will contain
upon the consummation of the Transactions any untrue statement of a material
fact, or omits as of the date hereof or will omit upon the consummation of
Transactions to state a material fact necessary to make the statements or facts
contained herein or therein, not misleading, in light of the circumstances
under which they were made.

3.1.33Reliance.
The foregoing representations and warranties are made by Company with the
knowledge and expectation that Purchaser is placing reliance thereon.

23

3.2Representations
and Warranties of the Stockholders. Each Stockholder (except as
otherwise indicated below) represents and warrants to and for the benefit of
Purchaser as follows:

3.2.1Records and
Capitalization. Each Stockholder holds of record all of the issued and
outstanding capital stock of Company as
reflected in the stock records of Company, free and clear of any encumbrances,
restrictions on transfer, taxes, security interests, options, warrants,
purchase rights, contracts, commitments, equities, claims, and demands. No
Stockholder is a party to any option, warrant, purchase right, or other contract
or commitment that could require him or her to sell, transfer, or otherwise
dispose of any capital stock of Company.

3.2.2Authority.
Each Stockholder has full power and authority to execute and deliver this
Agreement and all other documents and agreements to be executed by such
Stockholder as contemplated hereunder, and to perform his or her obligations
hereunder and thereunder. This Agreement and all other documents and agreements
to be executed by each Stockholder as contemplated hereunder constitutes the
valid and legally binding obligations of such Stockholder enforceable against
each in accordance with their terms, except
as such enforcement may be limited by bankruptcy, insolvency, moratorium, or
other similar laws affecting or relating to the enforcement of creditors
rights generally and general principles of equity.

3.2.3Voting
Agreements.
Stockholder is not a party to any voting agreement, voting trust, or similar
agreement or arrangement relating to any class or series of its capital stock,
or any agreement or arrangement providing for registration rights with respect
to any capital stock or other securities of Company.

3.2.4Non-Contravention;
Consents.The execution and delivery of this Agreement, and all other
documents and agreements to be executed by the Stockholder as contemplated by
this Agreement, and the consummation of the Transactions will not, conflict
with, or result in any Violation of (i) any injunction, judgment, order,
decree, ruling, charge, or other restriction of any Governmental Entity to
which a Stockholder is subject, or (ii) any agreement, contract, lease,
license, instrument, or other arrangement to which a Stockholder is a party, or
by which he or she is bound, or to which any of his or her Company Shares are
subject. No Stockholder was, is, or will be required to make a filing with,
give any notice to, or to obtain any consent from, any Person or any
Governmental Entity in connection with the execution and delivery of any of
this Agreement or the consummation or performance of any of the Transactions.

3.2.5Reliance.
Each Stockholder makes the foregoing representations and warranties with the
knowledge and expectation that Purchaser is placing reliance thereon.

3.3Representations and
Warranties of Purchaser. Purchaser represents to Company except as set
forth in a correspondingly numbered disclosure schedule delivered by Purchaser
to Company dated as of the date hereof (the Purchaser Disclosure Schedule) and arranged in paragraphs corresponding to
numbered and lettered sections contained in this Section 3.3:

3.3.1Organization;
Standing and Power.Purchaser is a corporation duly organized and
validly existing and in good standing, as applicable, under the laws of Nevada.
Purchaser has all requisite corporate power and authority to own, lease, and
operate its properties and to carry on its businesses as now being conducted,
and is duly qualified to do business in each jurisdiction in which the
character of the property owned, leased, or operated by it or the nature of its
activities makes such qualification necessary, except in such jurisdictions in
which a failure to so qualify would have a Purchaser Material Adverse Effect. Purchaser Material Adverse Effect
means a
material adverse

24

effect on the
financial condition, business, assets, or results of operations of Purchaser
and its subsidiaries, taken as a whole or would materially impair the ability
of Purchaser to consummate the transactions contemplated by this Agreement.

3.3.2Authority. Purchaser
has all requisite corporate power and corporate authority to execute and
deliver this Agreement and, subject to the Purchaser Required Statutory
Approvals (as defined in Section 3.3.3 below), to consummate the Transactions.
The execution and delivery by Purchaser of this Agreement and the performance
of Purchasers obligations hereunder have been duly and validly authorized by
all necessary corporate action on the part of Purchaser. This Agreement has
been duly executed and delivered by Purchaser and, assuming the due execution
and delivery by Company and the Stockholders, constitutes a valid and binding
obligation of Purchaser enforceable in accordance with its terms, except to the
extent that enforceability may be limited by the effect of (i) any applicable
bankruptcy, insolvency, reorganization, moratorium, or other similar laws
affecting the enforcement of creditors rights generally, and (ii) general
equitable principles, regardless of whether such enforceability is considered
in a proceeding at law or in equity.

3.3.3Consents and
Approvals; No Violations. Subject to satisfaction of the conditions set
forth in Sections 7.1 and 7.2, the execution and delivery of this Agreement
does not, and the consummation of the Transactions will not, conflict with or
result in any Violation of (i) any provision of the Charter Documents of
Purchaser, or (ii) any loan or credit agreement, note, bond, mortgage, indenture,
contract, lease, or other agreement or instrument, permit, concession,
franchise, license, judgment, order, decree, statute, law, ordinance, rule, or
regulation applicable to Purchaser or its respective properties or assets,
other than, in the case of (ii), any such Violation that individually or in the
aggregate would not have a Purchaser Material Adverse Effect. No Consent is
required by or with respect to Purchaser in connection with the execution and
delivery of this Agreement by Purchaser or the consummation by Purchaser of the
Transactions.

3.3.4SEC
Documents.
Purchaser has filed all forms, reports, and documents required to be filed by
Purchaser with the SEC since April 21, 2005 (the Purchaser SEC Documents), which are all the documents (other
than preliminary material) that Purchaser was required to file with the SEC. As
of their respective filing dates and giving effect to any amendment thereto,
the Purchaser SEC Documents complied in all material respects with the
requirements of the Exchange Act or the Securities Act of 1933 as amended (the
Securities Act) as the case may
be, and the rules and regulations of the SEC thereunder applicable to such
Purchaser SEC Documents, and none of the Purchaser SEC Documents at the time
they were filed (or if amended or superseded by a filing prior to the date of
this Agreement, then on the date of such filing) contained any untrue statement
of a material fact or omitted to state a material fact required to be stated
therein or necessary in order to make the statements made therein, in light of
the circumstances under which they were made, not misleading.

3.3.5Financial
Statements. As of their respective filing dates the financial
statements of Purchaser included in the Purchaser SEC Documents (the Purchaser Financial Statements) complied
as to form in all material respects with all accounting requirements applicable
to Purchaser and the published rules and regulations of the SEC with respect
thereto and have been prepared in accordance with GAAP consistently applied
(except as may be indicated in the notes thereto or in the case of unaudited
financial statements, as permitted by the rules and regulations of the SEC),
and fairly present, in all material respects, the consolidated financial
position of Purchaser as of the dates thereof and the results of their
operations and cash flows for the periods then ended (subject, in the case of
unaudited statements, to normal, recurring audit adjustments not material in
scope or amount). There has been no change in Purchasers accounting policies
or the methods of making accounting estimates or changes in estimates that are
material to the Purchaser Financial Statements, except as described in the
notes thereto.

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3.3.6Disclosure.
No representation or warranty made by Purchaser, nor any document, written
information, statement, financial statement, certificate, or exhibit prepared
and furnished or to be prepared and furnished by Purchaser or its representatives
pursuant hereto or in connection with the transaction contemplated hereby, when
read together in their entirety, contains upon the date hereof or will contain
upon the consummation of the Transactions any untrue statement of a material fact,
or omits upon the date hereof or will omit upon the consummation of the
Transactions to state a material fact necessary to make the statements or facts
contained herein or therein, not misleading, in light of the circumstances
under which they were made.

3.3.7     Reliance. The
foregoing representations and warranties are made by Purchaser with the
knowledge and expectation that Company and the Stockholders are placing
reliance thereon.

ARTICLE IV COVENANTS OF COMPANY

During
the period from the date of this Agreement and continuing until the earlier of
the termination of this Agreement or the Closing Date, Company agrees (except
as expressly contemplated by this Agreement, or with Purchasers prior written
consent, which shall not be unreasonably withheld) that:

4.1     Conduct
of Business.

4.1.1     Ordinary
Course.Company shall carry on its business in the usual, regular, and ordinary
course consistent with past practice and will continue to observe its
obligations to comply in all material respects with the requirements of all
applicable laws and regulations, use commercially reasonable efforts to
preserve intact its present business organization, keep available the services
of its present officers, consultants, and employees and maintain satisfactory
relationships with licensors, licensees, customers, suppliers, contractors,
distributors, and others having business relationships with it. Company shall promptly notify Purchaser of
any event or occurrence or emergency not in the ordinary course of business of
Company that would have a Company Material Adverse Effect. Notwithstanding the foregoing, Company shall
not:

(a)     grant
any severance or termination pay to any officer or director or, to any employee
of Company, other than those made in Companys ordinary course of business and
consistent with past practices and to the extent required by (i) law, or (ii)
Companys existing severance plans and agreements as disclosed in the Company
Disclosure Schedule;

(b)     declare,
set aside, or pay any dividend or other distribution with respect to any shares
of capital stock of Company, or repurchase, redeem, or acquire any outstanding
shares of capital stock or other equity securities of, or other ownership
interests in, Company or effect any stock split (forward or reverse) or
otherwise change its capitalization or capital structure in any manner from the
way it existed on the date hereof;

(c)     split,
combine, or reclassify any class of capital stock of Company;

(d)
     amend any provision of the Charter Documents of,
or any term of any outstanding security issued by Company;

(e)
     incur, assume, or guarantee any indebtedness for
borrowed money in excess of $10,000 in the aggregate;

26

(f)     change
any method of accounting or accounting practice by Company, except for any such
change required by reason of a change in GAAP or with prior agreement with
Companys auditor;

(g)     commence
a lawsuit other than:  (i) for the
routine collection of bills; or (ii) in such cases where Company in good faith
determines that failure to commence a suit would result in a material
impairment of a valuable aspect of Companys business, provided Company
consults with Purchaser prior to filing such suit;

(h)     extend
an offer of employment to a candidate for an officer position of vice president
or above or any position with annual compensation equal to or greater than
$60,000 without prior consultation with Purchaser;

(i)     grant
or issue or accelerate (or change) the vesting in any capital stock, securities
convertible into capital stock of Company, restricted stock, restricted stock
units, stock appreciation rights, stock options, warrants or other equity
rights;

(j)
     adopt or pay, accelerate, or accrue salary or
other payments or benefits or promise or make discretionary employer
contributions to, under, or with respect to any pension, profit-sharing, bonus,
extra compensation, incentive, deferred compensation, group insurance,
severance pay, retirement, or other employee benefit plan, agreement, or
arrangement, or any employment or consulting agreement with or for the benefit
of any Company director, officer, employee, agent, or consultant, whether past
or present, or amend any such existing plan, agreement, or arrangement, in each
case other than in the ordinary course of business or as required by law;

(k)
     assign, transfer, dispose of, or license assets
of Company, grant any license of any assets of Company, or acquire or dispose
of capital stock of any third party or merge or consolidate with any third
party other than in the ordinary course of business;

(l)     enter
into any joint venture, partnership, limited liability company, or operating
agreement with any Person;

(m)     breach,
modify, amend, or terminate any of Companys Material Contracts, or waive,
release, or assign any rights or claims under any of Companys Material
Contracts, except as expressly required by this Agreement or except in the
ordinary course of business;

(n)
     settle, compromise, or otherwise terminate any
litigation, claim, investigation, or other settlement negotiation;

(o)
     fail to keep in full force insurance policies
covering Companys properties and assets under substantially similar terms and
conditions as Companys current policies;

(p)
     enter into any Material Contract or any other
contract that would require Company to expend a sum in excess of $1,000;

(q)
     adopt a plan of complete or partial liquidation,
dissolution, merger, consolidation, restructuring, recapitalization, or other
reorganization;

(r)
     acquire or agree to acquire by merging or
consolidating with, or by purchasing any equity interest in or a portion of the
assets of, or by any other manner, any business or any corporation,
partnership, association, or other business organization or division thereof,
or otherwise

27

acquire or
agree to acquire any assets that are material, individually or in the
aggregate, to the business of Company;

(s)     adopt or amend any employee benefit plan or
employee stock purchase or employee stock option plan or grant agreement (other
than amendments required by law or to comply with the Code or as requested by
Purchaser pursuant to Section 6.7), or enter into any employment contract, pay
any special bonus or special remuneration to any director, officer, consultant,
or employee, or increase the salaries or wage rates or fringe benefits
(including rights to severance or indemnification) of its directors, officers,
consultants, or employees other than increases as required by law or pursuant
to existing employment agreements disclosed in the Company Disclosure Schedule,
or make any change in its existing borrowing or lending arrangements for or on
behalf of any of such Persons pursuant to an employee benefit plan or
otherwise;

(t)     pay or make any accrual or arrangement for
payment of any pension, retirement allowance, or other employee benefit
pursuant to any existing plan, agreement, or arrangement to any officer,
director, or employee or pay or agree to pay or make any accrual or arrangement
for payment to any officers, directors, or employees of Company of any amount
relating to unused vacation days, except payments, and accruals made in the
ordinary course of business consistent with past practice and except as
required by law;

(u)     except as required or permitted under this
Agreement, knowingly take any action that would or is reasonably likely to (i)
make any representation or warranty of Company contained herein inaccurate,
(ii) result in any of the conditions set forth in Article VII not being
satisfied, or (iii) impair the ability of Company to consummate the
Transactions in accordance with the terms hereof;

(v)     make any individual capital expenditure in
excess of $1,000; or

(w)    authorize, commit, or agree to take any of the
foregoing actions except as otherwise permitted by this Agreement.

4.1.2     Exclusivity;
Acquisition Proposals.

(a)      Unless and until this Agreement shall have
been terminated by either party pursuant to Section 9.1 hereof, Company agrees
that it shall not (and shall use its commercially reasonable efforts to ensure
that none of its officers, directors, agents, employees, or affiliates, or any
investment banker, financial advisor, attorney, accountant, or other advisor,
agent, or representative (collectively, Representatives))
take or cause or permit any person to take, directly or indirectly, any of the
following actions with any party other than Purchaser and its designees:  (i) solicit, encourage, initiate, or
participate in any negotiations, inquiries, or discussions with respect to any
offer or proposal to acquire all or any significant part of Company, its
business, assets, or capital shares, whether by merger, consolidation, other business
combination, purchase of capital stock purchase of assets, license (but
excluding non-exclusive licenses entered into in the ordinary course of
business), lease, tender or exchange offer, or otherwise (each of the
foregoing, a Restricted Transaction);
(ii) disclose, in connection with a Restricted Transaction, any nonpublic
information to any person other than Purchaser or its Representatives
concerning Companys business or properties or afford to any person other than
Purchaser or its Representatives access to its properties, books, or records,
except as required by law or pursuant to a governmental request for
information; (iii) enter into or execute any agreement relating to a Restricted
Transaction; or (iv) make or authorize any public statement, recommendation, or
solicitation in support of any Restricted Transaction or any offer or proposal
relating to a Restricted Transaction other than with respect to the
Transactions.  In the event that Company
is contacted by any third party

28

expressing an
interest in discussing a Restricted Transaction, Company will promptly, but in
no event later than twenty-four (24) hours following the knowledge of Company
of such contact, notify Purchaser in writing of such contact and the identity
of the party so contacting Company and any information conveyed to Company by
such third party in connection with such contact or relating to such Restricted
Transaction, and shall promptly, but in no event later than twenty-four (24)
hours, advise Purchaser of any material modification or proposed modification
thereto.

(b)     Neither the board of directors of Company nor
any committee thereof shall directly or indirectly (i) (A) withdraw (or amend
or modify in a manner adverse to Purchaser), or publicly propose to withdraw
(or amend or modify in a manner adverse to Purchaser), the approval,
recommendation, or declaration of advisability by the board of directors of
Company or any such committee thereof of this Agreement or the Transactions, or
(B) recommend, adopt, or approve, or propose publicly to recommend, adopt, or
approve, any Acquisition Proposal (any action described in this clause (i)
being referred to as a Change of
Recommendation) or (ii) approve or recommend, or publicly propose
to approve or recommend, or allow Company to execute or enter into, any letter
of intent, memorandum of understanding, agreement in principle, merger
agreement, acquisition agreement, option agreement, joint venture agreement,
partnership agreement, or other similar agreement, arrangement, or
understanding (A) constituting or related to, or that is intended to or could
reasonably be expected to lead to, any Acquisition Proposal or (B) requiring it
to abandon, terminate, or fail to consummate the Transactions.

(c)     For purposes of this Agreement, Acquisition Proposal means any inquiry,
proposal, or offer from any Person relating to, or that could reasonably be
expected to lead to a Restricted Transaction.

4.2     Breach
of Representations and Warranties; Notification; Access to Information.

(a)     Notwithstanding the foregoing or anything
contained herein to the contrary, from the date hereof to the earlier of the
Closing Date or the termination of this Agreement in accordance with Section
9.1, Company shall (i) confer with Purchaser and its respective
Representatives, at such times as they may request, as to operational and
integration matters to the extent permitted by law, (ii) in the event of, and promptly
after becoming aware of, the occurrence of or the pending or threatened
occurrence of any event that would cause or constitute a breach of any of the
representations and warranties set forth in Sections 3.1 and 3.2, give detailed
written notice thereof to Purchaser and use commercially reasonable efforts to
promptly remedy any such material breach or inaccuracy, and (iii) promptly
notify the same of any change in the normal course of any business, operations,
or financial condition of Company or its assets or properties, or any emergency
related thereto that would have or reasonably be expected to have a Company
Material Adverse Effect.  Without
limiting the generality of the foregoing, Company shall promptly notify
Purchaser of (A) any discussions or actions (of any type, preliminary or
otherwise) relating to bankruptcy of Company, (B) any complaints,
investigations, or hearings (or communications indicating that the same may be
contemplated) of any Governmental Entity (for which Company has received written
or oral notice), (C) any loss of or damage to any material property owned by
Company, (D) any change in material existing relationships with outside third
parties (for which Company has received written or oral notice), (E) the
institution or threat of any litigation that could affect Company, (F) the
failure of Company to materially comply with or satisfy any covenant,
condition, or agreement to be complied with or satisfied by it pursuant to this
Agreement, or (G) any other matter that could result in a Company Material
Adverse Effect.

(b)     Subject to appropriate restrictions on access
to information that Company determines in good faith to be proprietary,
privileged or competitively sensitive and any applicable law that restricts
Company from disclosing information related to Companys employees or

29

customers,
Company shall, subject to applicable law, afford Purchaser and its respective
Representatives, reasonable access during normal business hours during the
period prior to the Closing Date to (i) Companys properties, books, contracts,
commitments, communications (including e-mail), and records, and (ii) all other
information concerning the business, properties, and personnel of Company, as
Purchaser may reasonably request that is necessary to complete the transaction
and prepare for an orderly transition to operations after the Closing
Date.  Company agrees to provide to
Purchaser and its Representatives copies of monthly internal financial
statements within thirty (30) days of completion of such month.  No information or knowledge obtained in any
investigation pursuant to this Section 4.2 shall affect or be deemed to modify
any representation or warranty contained herein or the conditions to the
obligations of Purchaser to consummate the Transactions.  Any access to Companys properties shall be
subject to Companys reasonable security measures and insurance requirements
and shall not include the right to perform any invasive testing.  Company shall permit Purchasers
representatives to meet with the officers of Company responsible for the
financial statements, internal controls of Company to discuss such matters as
Purchaser may deem reasonably necessary or appropriate to satisfy its
obligations under Section 302 and 906 of the Sarbanes-Oxley Act of 2002 and any
rules and regulations relating thereto.

4.3     Consents.As promptly as
practicable after the
execution of this Agreement (to the extent not done prior to the execution of
this Agreement), Company will use commercially reasonable efforts to obtain,
all Consents and assignments as set forth in Schedule 4.3 (without the
expenditure of any out-of-pocket payments to a third party to obtain such third
partys consent or approval or assignment), and make all filings, required with
respect to Company for the consummation of the Transactions.

4.4     Commercially
Reasonable Efforts.Company will use commercially reasonable efforts to effectuate the
Transactions and to fulfill and cause to be fulfilled the conditions to Closing
under this Agreement.

4.5     Tax
Returns.Prior
to the Closing Date, Company shall properly and timely file or cause to be
filed all Returns with respect to Company for all taxable periods that have
ended and shall pay all taxes required to be paid in respect of such periods.
All such Returns shall be prepared consistent with past practice, except as may
be required by applicable law, and shall be subject to approval of Purchaser,
which shall not be unreasonably withheld or delayed. Company shall (i) notify Purchaser promptly if it receives
written notice of any tax audit, the assessment of any tax, the assertion of
any tax lien, or any request, notice, or demand for taxes by any taxing
authority, (ii) provide Purchaser a description of any such matter in
reasonable detail (including a copy of any written materials received from the
taxing authority), and (iii) take no action with respect to such matter without
the consent of Purchaser, which shall not be unreasonably withheld or
delayed. Company shall not (v) amend
any Return previously filed, (w) incur any obligation to make any payment of,
or in respect of, any taxes, except in the ordinary course of business, (x) make
or revoke any tax election that may affect Company, (y) agree to extend or
waive the statutory period of limitations for the assessment or collection of
any tax, or (z) enter into any agreement or settlement with respect to any tax
without the approval of Purchaser, which shall not be unreasonably withheld or
delayed.

4.6     Parachute
Payments.Within three (3) months prior to the Closing Date, Company will submit
to all persons entitled to vote (within the meaning of the Treasury Regulations
under Section 280G of the Code) the material facts concerning all payments that
Purchaser reasonably believes, in the absence of stockholder approval of such
payments, would be parachute payments as defined in Section 280G(b)(2) of the
Code (Parachute Payments), in
form and substance reasonably satisfactory to Purchaser and its counsel, which
shall satisfy all requirements of the MGCL and Section 280G(b)(5)(B) of the
Code and the Treasury Regulations thereunder, and Company shall solicit

30

the consent of
the holders of Company Shares to the Parachute Payments.  Companys board of directors shall recommend
approval of the Parachute Payments, unless Companys board of directors
believes in good faith, after consultation with Companys counsel, that such
recommendation would be inconsistent with the fiduciary duties of Companys
board of directors under applicable law.

4.7     Stockholder
Approval.Company will take all action necessary to solicit consent or to hold and
convene a special meeting of its stockholders to be held to submit this
Agreement and related matters for the consideration and approval of Companys
stockholders (Company Stockholder Approval). Such approval will be recommended by
Companys Board of Directors, provided that in any event such meeting will be
called, held, and conducted, notwithstanding any Change of Recommendation.

4.8     Mortgage
Loan Schedule Company will provide Purchaser not less than two days prior to the
Closing Date with a mortgage loan schedule setting forth the following information
with respect to each Mortgage Loan: (i) account number; (ii) name of Mortgagor;
(iii) original loan amount; (iv) principal balance currently owing; (v)
interest balance currently owing; (vi) monthly payment; (vii) escrow payment
and escrow balance, if applicable; (viii) last payment date; (ix) date interest
paid through; (x) Mortgage Interest Rate, and if adjustable, the margin,
applicable rate cap, and date of last adjustment for such Mortgage Loan; (xi)
mortgage insurance, if any; (xii) property address; (xiii) property type; (xiv)
occupancy status; (xv) lien position; (xvi) prepayment penalty, if applicable;
(xvii) bankruptcy of borrower(s), if applicable; and (xviii) foreclosure flag,
if applicable, (Mortgage Loan Schedule) updated
from the Mortgage Loan Schedule provided in Section 3.1.25 of the Company
Disclosure Schedule.

ARTICLE V
COVENANTS OF PURCHASER

During
the period from the date of this Agreement and continuing until the earlier of
the termination of this Agreement or the Closing Date, Purchaser agrees (except
as expressly contemplated by this Agreement or with Companys prior written
consent, which will not be unreasonably withheld) that:

5.1     Breach
of Representations and Warranties.In the event of, and promptly after becoming
aware of, the occurrence of or the pending or threatened occurrence of any
event that would cause or constitute a breach of any of the representations and
warranties set forth in Section 3.3, Purchaser will give detailed notice thereof
to Company and will use commercially reasonable efforts to prevent or promptly
remedy such breach or inaccuracy.

5.2     Consents.Purchaser will
promptly apply for or
otherwise seek, and use commercially reasonable efforts to obtain, all consents
and approvals, and make all filings, required of Purchaser for the consummation
of the Transactions.

5.3     Commercially
Reasonable Efforts.Purchaser will use commercially reasonable efforts to effectuate the
Transactions and to fulfill and cause to be fulfilled the conditions to Closing
under this Agreement.

31

ARTICLE VIADDITIONAL AGREEMENTS

In
addition to the foregoing, Purchaser and Company each agree to take the
following actions subsequent to the execution of this Agreement.

6.1     Confidentiality
Agreement.Company and Purchaser agree that the Evaluation Agreement by and between
Company and Purchaser dated July 20, 2005 (Confidentiality
Agreement) shall continue in full force and effect and shall be
applicable to all Proprietary Information (as defined in the Confidentiality
Agreement) exchanged pursuant to this Agreement.

6.2     Legal
Conditions to the Transactions.Purchaser
and Company will take all reasonable actions necessary to comply promptly with
all legal requirements that may be imposed on any of them with respect to the
Transactions and will promptly cooperate with and furnish information to each
other in connection with any such requirements imposed upon the other. Purchaser and Company will take all reasonable actions to
obtain (and to
cooperate with the other parties in obtaining) any consent, approval, order, or
authorization of, or any exemption by, any Governmental Entity, or other third
party, required to be obtained or made by Company or Purchaser or their
respective subsidiaries in connection with the Transactions or the taking of
any action contemplated thereby or by this Agreement.

6.3     Officers
and Directors.Purchaser
shall cause Company to maintain Companys indemnification provisions (including
with respect to advancement of expenses) as of the date hereof with respect to
present and former directors, officers, employees, and agents of Company and
all other Persons who may presently serve or have served at Companys request
as a director, officer, employee, or agent of another corporation, partnership,
joint venture, trust, or other enterprise (collectively, the Indemnified Parties) for all expenses,
judgments, fines, and amounts paid in settlement by reason of actions or
omissions or alleged actions or omissions occurring at or prior to the Closing
Date to the fullest extent permitted or required under applicable law and
Companys Charter Documents in effect as of the date of this Agreement (to the
extent consistent with applicable law), for a period of three (3) years after
the Closing Date.

6.4     Expenses.Except with
respect to the payment by
Purchaser of the Transaction Fee Amount if the Transactions are consummated,
all costs and expenses incurred in connection with this Agreement, and the
Transactions, shall be paid by the party incurring such expense. To the extent that the Transaction Fee
Amount exceeds $100,000, then the Purchase Price shall be reduced by such
excess amounts (Excess Expenses). At Purchasers request, Company shall
deliver to Purchaser prior to Closing a reasonably detailed schedule of such
amounts incurred in connection with investment banking, legal and accounting
expenses in connection with the Transactions.

6.5     Additional
Agreements.In
case at any time after the Closing Date any further action is reasonably
necessary or desirable to carry out the purposes of this Agreement or to vest
Purchaser with full title to all properties, assets, rights, approvals,
immunities, and franchises of Company, the proper officers and directors of
Company shall take all such necessary action.

6.6     
Public Announcements.Company shall not
make any public announcement concerning this Agreement and the Transactions
without the prior written consent of Purchaser, and shall furnish to Purchaser
all releases prior to publication.
Nothing contained herein shall prevent Company at any time from
furnishing any information to any Governmental Entity or from issuing any
release as required by law in which circumstance Company shall make
commercially reasonable efforts to consult with Purchaser to the extent
practicable. Company shall not make any
communications to customers or

32

announcements
to its employees with respect to the Transactions without the prior written
consent of Purchaser.

6.7     Employee
Matters.

(a)     Company shall use commercially reasonable
efforts to cooperate with regard to the recruitment and hiring of employees by
Purchaser or continuing employment with Company.  On expiration of all applicable regulatory waiting periods,
Company shall present offers of continued employment to such employees of
Company designated by Purchaser; such offers shall be in a form acceptable to
Purchaser and shall be presented in a manner and at times acceptable to
Purchaser.  Except as expressly agreed
to in writing by Purchaser, no specific terms and conditions of employment,
including terms and conditions pertaining to length of employment, are
guaranteed.   Company will use
commercially reasonable efforts to assist Purchaser with its recruitment
efforts and to satisfy the requirements of Section 7.2.6 prior to the Closing.

(b)     At Purchasers request and immediately prior
to the Closing Date, Company shall terminate or cause to be terminated any or
all of the Plans set forth in Section 3.1.13 of the Company Disclosure Schedule
that are intended to be qualified within the meaning of Section 401(a) of the
Code, with such termination to be effective prior to the Closing Date.  Additionally, at Purchasers request, and
prior to the Closing Date, Company shall terminate or cause to be terminated or
amend or cause to be amended any or all other employee benefit plans, policies,
and arrangements set forth in Section 3.1.13 of the Company Disclosure
Schedule, at the time and in such manner as Purchaser may direct, with
Purchaser having sole and exclusive authority to determine the continuation,
amendment, or termination of such plans, provided that such continuation,
amendment or termination shall not be effective until immediately prior to the
Closing Date in accordance with applicable federal and state laws.

6.8     Non-Competition
AgreementsEach
of the Stockholders will have executed non-competition and non-solicitation
agreements with Purchaser in the form attached hereto as Exhibit 7.2.7 and not
taken any action or expressed any intent to terminate or modify such agreement.

6.9     Notes.Company
shall seek the termination of
the notes set forth on Schedule 6.9 attached hereto (the Notes) pursuant to a termination agreement
in the form attached hereto as Exhibit 6.9, and the replacement of the Notes
with new notes pursuant to which Stewart Sachs is the obligor. At Closing, if any of the Notes have not
been terminated as provided pursuant to this Section 6.9 (the Remaining Notes), Company shall direct
Purchaser to pay out of and as a deduction to the Purchase Price any and all
amounts owing under the Notes as a result of the consummation of the
Transactions, and all Notes shall be cancelled in their entirety. The termination of the Notes and the
replacement of the Notes with new notes pursuant to which Stewart Sachs is the
obligor shall be accompanied by a simultaneous assignment and transfer without
representation, recourse, or warranty, to Stewart Sachs of mortgage receivables
(with a value equal to the outstanding principal on the terminated Notes)
listed in Schedule 2.4 held by Company with respect to the Notes, with the
result that the simultaneous termination of the Notes and replacement of the
Notes with new notes pursuant to which Stewart Sachs is the obligor, and
assignment of the mortgage receivables shall have a neutral effect on the March
31 Balance Sheet. If there are any
Remaining Notes, the assets listed in Schedule 2.4 shall be reduced to a value
equal to the outstanding principal on the Notes which have been terminated.

6.10     Amendments.Company shall
amend
the security description included in the UCC-1 financing statement filed by
First Collateral Services, Inc. and shall amend the Master Mortgage Loan
Warehousing and Security Agreement with First Collateral Services, Inc. dated
as of June 17, 2005, as modified by Commitment Letter dated October 25, 2005,
as indicated in Schedule 6.10 attached hereto.

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6.11     Assignment
of Assets.Company
shall assign and transfer, without representation recourse or warranty, the
mortgage loans listed in Schedules 2.4 and 6.11 (the Sachs Mortgage Loans) to Stewart Sachs
prior to Closing, and in connection therewith, shall:

(a)     as
applicable, (i) for any Sachs Mortgage Loan held in the name of Mortgage
Electronic Registration Systems, Inc. (MERS),
notify MERS of the assignment of the Sachs Mortgage Loans and either (A)
arrange for Stewart Sachs to become a MERS participant or (B) arrange for MERS
to assign/endorse the note, mortgage, and any other loan documents held in
MERSs name to Stewart Sachs and record any necessary assignments; or (ii) for
each Sachs Mortgage Loan not held in the
name of MERS, execute, deliver, and, if applicable, record all allonges,
endorsements, and assignments of with respect to such Sachs Mortgage Loans;

(b)     terminate, in writing, any servicing
agreements or arrangements with respect to the Sachs Mortgage Loans and pay any
termination fees associated therewith such that the Sachs Mortgage Loans are
assigned and transferred servicing released;

(c)     execute and deliver hello and goodbye
letters from Stewart Sachs and Company, respectively, to each borrower under
each such Sachs Mortgage Loan;

(d)     if applicable, notify in writing the custodian
of the mortgage files of each Sachs Mortgage Loan and arrange to have such
mortgage files released, in writing, from the relevant custodial agreement; and

(e)     Stewart Sachs shall execute and deliver to
Company an acknowledgment that all mortgage files relating to the Sachs
Mortgage Loans have been delivered to Stewart Sachs or his designee, and that
the Company shall have no further obligations with respect to the Sachs
Mortgage Loans.

ARTICLE VIICONDITIONS PRECEDENT

7.1     Conditions
to Each Partys Obligation to Effect the Transactions.The respective obligations of each party to
consummate the Transactions are subject to the satisfaction, or to the extent
permitted by applicable law, the written waiver at or prior to the Closing Date
of each of the following conditions:

7.1.1     Stockholder
Approval.This
Agreement and the Transactions shall have received Company Stockholder
Approval.

7.1.2     
Consents.All Consents and assignments listed in
Schedule 4.3 shall have been satisfied, filed, occurred, or been obtained,
other than such Consents and assignments as Purchaser and Company agree Company
shall not seek or obtain.

7.1.3     No
Order.No
Governmental Entity of competent jurisdiction shall have enacted, issued,
promulgated, enforced, or entered any statute, rule, regulation, executive
order, decree, injunction, or other order (whether temporary, preliminary, or
permanent) that (i) is in effect, and (ii) has the effect of making the
Transactions illegal or otherwise prohibiting consummation of the Transactions
(which illegality or prohibition would have a material impact on Company if the
Transactions were consummated notwithstanding such statute, rule, regulation,
executive order, decree, injunction, or other order).

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7.1.4     Personal
Guarantees.The
personal guarantees entered into by the Stockholders in connection with the
Master Mortgage Loan Warehousing and Security Agreement between Bay Capital
Corporation and First Collateral Services, Inc., dated June 17, 2005, as
modified by Commitment Letter dated October 25, 2005, Credit Agreement between
Bay Capital Corporation and HSBC Mortgage Services Warehouse Lending, dated
September 15, 2005, and the indemnity obligations of the Stockholders in
connection with the Hartford Fire Insurance Company bonds listed in Schedule
4.3, shall have been released.

7.2     Conditions
of Obligations of Purchaser.The obligation of Purchaser to consummate the Transactions are
further subject to the satisfaction or waiver at or prior to the Closing Date
of each of the following conditions:

7.2.1     Representations
and Warranties of Company.The representations and warranties of Company contained in this
Agreement shall be true and correct in all respects on the date hereof and as
of the Closing Date with the same force and effect as if made on the Closing
Date (except that those representations and warranties which address matters
only as of a particular date shall have been true and correct only on such
date), except, in each case, or in the aggregate, as does not constitute a
Company Material Adverse Effect at the Closing Date (it being understood that,
for purposes of determining the accuracy of such representations and
warranties, any update of or modification to the Company Disclosure Schedules
made or purported to have been made after the execution of this Agreement and
all Material Adverse Effect and materiality qualifications and other
qualifications based on the word material contained in such representations
and warranties shall be disregarded).
Purchaser shall have received a certificate with respect to the
foregoing signed on behalf of Company by the Chief Executive Officer and the
Chief Financial Officer of Company.

7.2.2     Performance
of Obligations of Company.Company shall have performed all agreements and covenants
required to be performed by it under this Agreement prior to the Closing Date,
except for breaches that do not have a Company Material Adverse Effect. Purchaser shall have received a certificate
signed on behalf of Company by the Chief Executive Officer and the Chief
Financial Officer of Company to such effect.

7.2.3     No
Company Material Adverse Effect.From the date of this Agreement until the
Closing Date, there shall not have occurred any change, event, circumstance,
development, or effect that, individually or in the aggregate has had a Company
Material Adverse Effect, and Purchaser shall have received a certificate to
that effect signed by the Chief Executive Officer and the Chief Financial
Officer of Company.

7.2.4     Legal
Action.There
shall not be pending any action, proceeding, or other application brought by
any Governmental Entity: (i)
challenging or seeking to restrain or prohibit the consummation of the
Transactions, or seeking to obtain any material damages; or (ii) seeking to
prohibit or impose any material limitations on Purchasers ownership or
operation of all or any portion of Companys business or to compel Purchaser to
dispose of or hold separate all or any material portion of Companys business
as a result of the Transactions, other than as consented to in writing by
Purchaser.

7.2.5     
Resignations.Purchaser shall have received the
resignations of all of the officers and directors of Company.

7.2.6     Certain
Employees.As of immediately prior to the Closing,

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(a)     each Required Employee (as defined below) who
is offered employment with Purchaser shall have executed an offer letter and
employee agreement in the form provided by Purchaser and shall not have taken
any action or expressed any intent to terminate or modify such acceptance;

(b)     For purposes of this Agreement, Required Employees shall mean Ben Lyons
and Stewart Sachs.

7.2.7     Non-Competition
and Non-Solicitation Agreements.Each Stockholder shall have executed
non-competition and non-solicitation agreements with Purchaser in the form
attached hereto as Exhibit 7.2.7 and not taken any action or expressed any
intent to terminate or modify such agreements.

7.2.8     
Consents.Company shall have obtained all Consents
required by or with respect to Company in connection with the execution and
delivery of this Agreement or the consummation by Company of the Transactions,
and all Consents necessary to ensure that that no Violation will occur as a
result of the consummation of the Transactions.

7.2.9     Termination
of Certain Agreements.All agreements set forth in Schedule 7.2.9
shall have been terminated by the parties thereto, with no further liability or
obligation to Company under such agreements.

7.2.10     Amendment
of Certain Agreements.The agreements set forth in Schedule 7.2.10
shall have been amended as provided in such schedule, and such amendments shall
be in full force and effect.

7.2.11     Opinion
of Counsel.Purchaser
shall have received an opinion dated as of the Closing Date of Offit Kurman,
counsel to Company, substantially in the form attached hereto as Exhibit
7.2.11.

7.2.12     Balance
Sheet.Company
shall have provided Purchaser with the Closing Balance Sheet no later than the
Tentative Closing Date.

7.2.13     Notes. The Notes shall
have been terminated and the Notes shall have been replaced with new notes
pursuant to which Stewart Sachs is the obligor shall and/or Company shall have
directed Purchaser to pay out of the Purchase Price at Closing any and all
amounts owing under the Remaining Notes as a result of the consummation of the
Transactions and all Remaining Notes shall be cancelled in their entirety
immediately upon payment at Closing.

7.2.14     Website. Company shall have included on its website a notice required
by the Gramm-Leach Bliley Act, in a form acceptable to Purchaser.

7.2.15     Loan
Application.Any
general inquiry as to the source of the applicants income which is included in
Companys online loan applications shall have been revised by Company to be
preceded by a disclosure to the effect that such income need not be disclosed
unless the applicant wishes to rely upon it in the application.

7.2.16     Financing
Statement.The security description included in the
UCC-1 financing statements filed by First Collateral Services, Inc. and HSBC
Mortgage Services Warehouse Lending, Inc., shall have been amended as set forth in
Schedule 6.10.

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7.2.17     Termination
Statements.A
UCC-3 termination statement shall have been filed with respect to UCC-1 File
No. 181213326 filed by Impac Warehouse Lending Group in the State of Maryland
and UCC-1 File No. 181223290 filed by Terwin Mortgage Warehouse Trust II,
Series IV, a series of Terwin Mortgage Warehouse II, a Delaware statutory trust
in the State of Maryland.

7.2.18     Good
Standing.Company
shall be in good standing in the following states: Alabama; Arizona; Arkansas; California; Colorado;
Connecticut; Delaware; District of Columbia; Florida; Georgia; Idaho; Indiana;
Iowa; Kansas; Kentucky; Louisiana; Maine; Maryland; Massachusetts; Michigan;
Minnesota; Mississippi; Missouri; Montana; Nebraska; Nevada; New Hampshire; New
Mexico; New York; North Carolina; Ohio; Oklahoma; Oregon; Pennsylvania; Rhode
Island; South Carolina; Tennessee; Texas; Utah; Vermont; Virginia; Washington;
West Virginia; Wyoming. Company shall
have delivered to Purchaser certificates of good standing or existence, as
applicable with respect to all of such states.

7.2.19     Assignment
of Assets.Company
shall have assigned and transferred, without representation, recourse, or
warranty, the Sachs Mortgage Loans to Stewart Sachs, and Company and Stewart
Sachs shall have taken all action required by Section 6.11.

7.2.20     Indemnity
Bonds.Company shall have obtained
indemnity bonds with Hartford Fire Insurance Company in the following states
and for the following amounts: Georgia
for $150,000; Massachusetts for $75,000; Minnesota for $50,000; and Utah for
$25,000.

7.3     Conditions
of Obligation of Company.The obligation of Company to consummate the Transactions is
subject to the satisfaction, or to the extent permitted by applicable law, the
written waiver at or prior to the Closing Date of each of the following conditions:

7.3.1     Representations
and Warranties of Purchaser.The representations and warranties of Purchaser contained in this
Agreement shall be true and correct in all respects on the date hereof and as
of the Closing Date with the same force and effect as if made on the Closing
Date (except that those representations and warranties which address matters
only as of a particular date shall have been true and correct only on such
date), except, in each case, or in the aggregate, as does not constitute a
Purchaser Material Adverse Effect at the Closing Date (it being understood
that, for purposes of determining the accuracy of such representations and
warranties, any update of or modification to the Purchaser Disclosure Schedule
made or purported to have been made after the execution of this Agreement and
all Material Adverse Effect and materiality qualifications and other
qualifications based on the word material contained in such representations
and warranties shall be disregarded).
Company shall have received a certificate with respect to the foregoing
signed on behalf of Purchaser, with respect to the representations and
warranties of Purchaser, by an authorized officer of Purchaser.

7.3.2     Performance
of Obligations of Purchaser.Purchaser shall have performed all agreements and covenants
required to be performed by it under this Agreement prior to the Closing Date
except for breaches that do not have a Purchaser Material Adverse Effect, and
Company shall have received a certificate signed on behalf of Purchaser by an
authorized officer of Purchaser to such effect.

7.3.3     Bekman
Note. Purchaser shall have paid all amounts owing under the promissory note
dated June 1, 2005 payable to Paul Bekman in the principal amount of $300,000
(the Bekman Note) as a result of the consummation of the Transactions and the
Bekman Note shall be cancelled in its entirety immediately upon payment at
Closing, other than the 5% late payment fee, which shall have been waived in
writing by Paul Beckman.

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7.3.4     Registration
Statement.The registration statement (described in
Section 2.5) shall have been declared effective by the SEC.

ARTICLE VIII INDEMNIFICATION

8.1     Indemnification
Relating to Agreement.Subject to limitations set
forth in this Article VIII, the Stockholders jointly and severally agree to
defend, indemnify, and hold Purchaser harmless from and against, and reimburse
Purchaser with respect to, any and all losses, damages, liabilities, claims,
judgments, settlements, fines, costs, and expenses (including reasonable
attorneys fees) (Indemnifiable Amounts)
of every nature whatsoever incurred by Purchaser by reason of or arising out of
or in connection with (i) any breach, or any claim (including claims by parties
other than Purchaser) that if true, would constitute a breach by Company or the
Stockholders of any representation or warranty of Company or Stockholders
contained in this Agreement or in any certificate or other document delivered
to Purchaser pursuant to the provisions of this Agreement (collectively the Transaction Documents) (in each case as
modified by the Company Disclosure Schedule, as of the date hereof), (ii) the
failure, partial or total, of Company or the Stockholders to perform any agreement
or covenant required by this Agreement to be performed by Company or the
Stockholders, (iii) any tax liability of Company or asserted tax liability of
Company relating to any period of time prior to and through the Closing Date (a
Pre-Closing Period), (iv) any
Working Capital Deficit Adjustment, (v) any liability under the Fair Labor
Standards Act and rules of the Department of Labor, and any applicable state
statutes or rules relating to wages and hours, (vi) liabilities incurred by
Purchaser, or the Company, including expenses of defense, for the matters
described in Schedule 8.1, (vi) liabilities incurred by Purchaser or
Company in connection with the sale of Company, or its predecessor to Fidelity
First Financial Corp., and the repurchase of Company, its assets, or its
predecessor from such purchaser by the any of the Stockholders, (vii) any
liability under the Telephone Consumer Protection Act, (viii) liabilities
incurred by Purchaser or Company in connection with any Company Options or
performance shares granted to Jamie Sachs and Ron Granick, (ix) liabilities
incurred by Purchaser or Company related to any member of Companys work force
including independent contractors, in each case of (i) and (ii) above, without
giving effect to any materiality limitations or references to material
adverse effect set forth therein. Subject to Section 8.6, Purchaser will
retain a portion of the Holdback Amount with respect to any Indemnifiable
Amounts arising from (i) through (iii) above and after Closing for any and all
Excess Expenses not otherwise deducted from the Holdback Amount under Section
2.2. Subject to limitations set forth in this Article VIII, each Stockholder,
severally agrees to defend, indemnify, and hold Purchaser harmless from and
against, and to reimburse Purchaser with respect to, any and all Indemnifiable
Amounts of every nature whatsoever incurred by Purchaser by reason of or
arising out of or in connection with (i) any breach, or any claim (including
claims by parties other than Purchaser) that if true, would constitute a breach
by such Stockholder, of any representation or warranty of such Stockholder in a
Non-Competition and Non-Solicitation Agreement delivered by such Stockholder to
Purchaser pursuant to the provisions of this Agreement, (ii) the failure,
partial or total, of the such Stockholder to perform any agreement or covenant
required by a Non-Competition and Non-Solicitation Agreement to be performed by
such Stockholder. The availability of the Holdback Amount to indemnify Purchaser
will be determined without regard to any right to indemnification to which any
Stockholder may have in his or her capacity as an officer, director, employee,
agent, or any other capacity of Company and no such holder will be entitled to
any indemnification from Company or Purchaser for amounts paid hereunder. Any
Holdback Adjustment or payment to Purchaser pursuant to this Article VIII will
be treated for tax purposes as an adjustment to the Purchase Price.

38

8.2     Third
Party Claims.Notwithstanding anything to the contrary
contained herein, whenever Purchaser shall have received a written notice that
a claim or demand has been asserted or threatened by a third party as to which
Purchaser may seek indemnification hereunder (other than claims or demands
covered by Section 8.3), Purchaser shall promptly notify the Stockholders
Representative of such claim or demand and of the facts within Purchasers
knowledge that relate thereto within a reasonable time after receiving such
written notice. The Stockholders Representative shall have the right to
conduct and control, through counsel of his own choosing, any third-party
claim, action or suit (Third Party Claim).
Purchaser may, at its election, participate in the defense of any such Third Party
Claim, with counsel of its choosing, but shall be required to bear the fees and
expenses of such counsel. Notwithstanding the foregoing, if in the reasonable
judgment of Purchaser after consultation with counsel (i) there is a conflict
or a reasonably likely potential conflict between the positions of the
Stockholders Representative and Purchaser in conducting the defense of such
claim, or (ii) in the case where Purchaser or Company is the indemnified party
and considerations relating to the operation of Company could adversely impact
the business condition of Company, thereby requiring or causing Purchaser to
defend or respond in a manner different from that recommended by the
Stockholders Representative, Purchaser shall have the right to undertake the
defense or settlement thereof, at Purchasers expense, and the Stockholders
Representative shall be entitled to participate in the defense of such claim,
the cost of such participation to be at the expense of the Stockholders. If the
Stockholders Representative fails to defend diligently any Third Party Claim,
then Purchaser may defend, with counsel of its own choosing, and settle such
Third Party Claim and then recover from the Stockholders the amount of such
settlement or of any judgment and the costs and expenses of such defense. The
Stockholders Representative shall not settle, compromise, or offer to settle
or compromise any such claim or demand without the prior written consent of
Purchaser, which consent shall not be unreasonably withheld. By way of
illustration and not limitation it is understood that Purchaser may object to a
settlement or compromise that includes any provision that in its reasonable
judgment may have an adverse impact on or establish an adverse precedent for
the business condition of Purchaser or any of its subsidiaries, provided that
Purchaser shall not have the right to object to a settlement that consists
solely of the payment of a monetary damage amount that is subject to full
indemnification under this Agreement. If the Stockholders Representative fails
to give written notice to Purchaser of his intention to contest or settle any
such claim or demand within thirty (30) calendar days after Purchaser has
notified the Stockholders Representative that any such claim or demand has
been made in writing and received by Purchaser, or if any such notice is given
but any such claim or demand is not promptly contested by the Stockholders
Representative, Purchaser shall have the right to contest and/or settle any
such claim or demand and seek indemnification pursuant to this Article VIII as
to any Indemnifiable Amounts related to such third party claim or demand.

8.3     Tax
Contests.Notwithstanding any of the foregoing,
Purchaser shall have the sole right to conduct any tax audit or other tax
contest relating to or that may affect a Purchaser tax return, report,
election, or information statement, provided, however, that to the extent that
there is a claim relating to taxes that is subject to indemnification pursuant
to this Article VIII, Purchaser shall (i) give notice to the Stockholders
Representative of such payments to be made that are Indemnifiable Amounts, (ii)
allow the Stockholders Representative to comment on such matters and provide
to the Stockholders Representative information reasonably requested by the
Stockholders Representative and permit the Stockholders Representative to
evaluate such claim, and (iii) to the extent comments from the Stockholders
Representative are received, reasonably and in good faith consider such
comments.

8.4     Claim
Procedures.

8.4.1     Notice
of Claims. Promptly after Purchaser receives notice or
after discovery of any claim, damage, or legal action or proceeding that would
entitle Purchaser to indemnification rights under this Agreement (a Claim), Purchaser will give the
Stockholders Representative written notice of

39

such Claim (Notice of Claim). With respect to Third
Party Claims (as defined in Section 8.2), notice will be given in accordance
with the provisions of Section 8.2.

8.4.2     Resolution
of Claims. Any Notice of Claim received by the
Stockholders Representative pursuant to Section 8.4.1 will be resolved as
follows:

8.4.2.1     Uncontested
Claims. If the Stockholders Representative does not
contest the validity or amount of the Claim (as set forth in a Notice of Claim)
in writing within 30 days after receipt by the Stockholders Representative,
Purchaser may promptly either reduce the Holdback Amount by the amount of the
Holdback Adjustment proposed in such Notice of Claim or demand payment of the
amount of the Claim (if the Claim is not to be paid out of the Holdback
Amount).

8.4.2.2     Contested
Claims Generally. If the Stockholders Representative
gives written notice to Purchaser contesting all or a portion of the Claim in a
Notice of Claim (which will include a Third Party Claim) (a Contested Claim) within the 30 day period
provided in Section 8.4.2.1, matters that are subject to Third Party Claims
against Purchaser or Company will await the final decision, award, or
settlement of such claims (the procedures for determining which party will
control the defense or have authority to negotiate or settle such third party
claims are set forth exclusively in Section 8.2), while matters that arise
between Purchaser or the Stockholders Representative will be settled in
accordance with Section 10.13. Any portion of a Claim that the Stockholders
Representative does not contest or that is later settled will be resolved as
set forth in Sections 8.4.2.1 and 2.2.

8.4.2.3     Holdback
Adjustments for Direct Purchaser Claims. With respect
to a matter that arises between Purchaser and the Stockholders Representative,
if Purchaser receives notice that a Notice of Claim is contested by the
Stockholders Representative, Purchaser will not make a Holdback Adjustment,
but will be entitled to hold the amount of such Contested Claim after what
would otherwise be the Final Release Date, until the earlier of (i) settlement
by written agreement of Purchaser and the Stockholders Representative of the
Contested Claim and the Holdback Adjustment; (ii) a final award or decision by
the Arbitrator pursuant to Section 10.13 setting forth the Holdback Adjustment;
or (iii) a final award or decision of the Arbitrator pursuant to Section 10.13
that no Holdback Adjustments are to be made as a result of such award,
whereupon the Holdback Adjustment will be made or the applicable amount will be
paid to the Stockholders as provided in Sections 8.4.2.5 and 2.2.

8.4.2.4     Holdback
Adjustments for Third Party Claims. With respect to a
Third Party Claim, if Purchaser receives notice that a Notice of Claim is
contested by the Stockholders Representative, Purchaser will not make a
Holdback Adjustment, but will be entitled to hold the amount of such Contested
Claim after what would otherwise be the Final Release Date, until the earlier of
(i) the settlement by written agreement of Purchaser and the Stockholders
Representative of the Holdback Adjustment with respect to such Third Party
Claim, and (ii) a final decision, award, or judgment of a court or arbitrator,
whichever is applicable, of such Third Party Claim, whereupon the Holdback
Adjustment will be made or the applicable amount will be paid to the
Stockholders as provided in Section 8.4.2.5 and Section 2.2.2.

8.4.2.5Damages
or Prevailing Party Awards. If the procedures of Sections 8.4.2.3 or
8.4.2.4 result in Damages or a Prevailing Party Award, the Holdback Amount will
be reduced and Purchaser will retain the amount of the Holdback Adjustment, or
Purchaser will demand payment of Damages or Prevailing Party Award (if the
Claim is not to be paid out of the Holdback Amount). If no Damages or
Prevailing Party Award result, Purchaser will within ten days of the award or
decision, release to the Stockholders the remaining Holdback Amount, if any,
less any amounts subject to any other pending Contested Claims. Purchaser will
continue to retain the total remaining Holdback

40

Amount
(including amounts determined to be released to the Stockholders) after any
Holdback Adjustments until the Final Release Date has occurred.

8.5     Binding
Effect. The indemnification provisions contained in
this Article VIII are an integral part of this Agreement in the absence of
which Purchaser would not have entered into this Agreement.

8.6     Time
Limit. The representations, warranties, covenants, and
agreements of Company set forth in this Agreement shall survive the Closing and
the consummation of the transactions contemplated by this Agreement and shall
continue until the date that is three (3) years after the Closing Date (the Termination Date), at which time all
representations and warranties shall expire, provided, however, that
obligations of Stockholders for Indemnifiable Amounts pursuant to Section
8.1(iii) or arising out of breaches of the representations and warranties in
Section 3.1.18 (relating to taxes), Section 3.1.2 (capital structure), Section
3.1.3 (authority of Company), Section 3.2.2 (authority of Stockholders),
Section 3.1.4 (no conflicts or violations) and Section 3.2.4 (no conflicts or
violations) and obligations arising out of fraud or willful or grossly
negligent misstatements or omissions of Company or the Stockholders will have
no time limit. Notwithstanding the foregoing, no representation, warranty,
covenant or agreement shall expire to the extent Purchaser has provided to the
Stockholders Representative written notice of Purchasers claim prior to the
expiration of the applicable survival period. Notwithstanding the foregoing, no
representation, warranty, covenant, or agreement will expire to the extent
Purchaser has provided to the Stockholders Representative written notice of
Purchasers claim for indemnification pursuant to the terms of this Agreement
before the expiration of the applicable survival period.

8.7     Limitations.
The Holdback Amount is not the exclusive remedy for Purchasers recovery with
respect to the indemnification obligations of the Stockholders under Article
VIII. Purchasers aggregate claims for indemnification may only exceed the
Purchase Price for Indemnifiable Amounts: (a) arising out of breaches related
to intentional misconduct or grossly negligent omissions or misrepresentations,
or fraud by Company or the Stockholders, (b) under Section 8.1(iii) or arising
out of breaches of representations and warranties in Section 3.1.18 (relating
to taxes); (c) arising out of a Stockholders breaches of the representations
and warranties in Section 3.2.1 (Company Share ownership); (d) arising out of
breaches of representations and warranties in Sections 3.1.3, 3.2.2, (authority
to execute this Agreement); (e) arising out of a Stockholders breaches of the
representations and warranties in any Non-Competition Agreement; (f) arising
out of breaches of representations and warranties in Section 3.1.10 and 3.2.4
(violations); or (g) arising out of breaches of representations and warranties
in Section 3.1.25 (mortgage loans).

8.8     Contribution.
The Stockholders will have no right of contribution from Company for
liabilities for the Stockholders obligations pursuant to this Article VIII.

8.9     Straddle
Period. For purposes of Section 8.1(iii), in the case
of any taxable period that includes but does not end on the Closing Date (a Straddle Period), the amount of any
taxes
based on or measured by income or receipts of Company deemed to relate to a
Pre-Closing Period shall be determined based on an interim closing of the books
as of the close of business on the Closing Date, and the amount of other taxes
of Company for a Straddle Period which relate to a Pre-Closing Period shall be
deemed to be the amount of such tax for the entire taxable period multiplied by
a fraction the numerator of which is the number of days in the taxable period
ending on the Closing Date and the denominator of which is the total number of
days in such Straddle Period.

41

ARTICLE IX TERMINATION, AMENDMENT, AND WAIVER

9.1     Termination.
Notwithstanding anything herein to the contrary, this Agreement may be
terminated and the Transactions abandoned at any time prior to the Closing
Date:

(a)     by
mutual consent of Purchaser and Company, duly authorized by the boards of
directors of Purchaser and Company, respectively;

(b)     by
either Purchaser or Company (provided that the terminating party is not then in
material breach of any representation, warranty, covenant, or agreement
contained in this Agreement) if there has been a material breach by the
non-terminating party of any representation, warranty, covenant, or agreement
as set forth in the Agreement that results in the closing conditions set forth
in Article VII not being met or if any representation or warranty of the
non-terminating party shall have been untrue or inaccurate when made or shall
have become untrue or inaccurate such that, in the aggregate, in the case of
such representations and warranties, such untruths or inaccuracies would
reasonably be expected to have a Company Material Adverse Effect or a material
adverse effect on a partys ability to consummate the Transactions; provided,
however, that if such untruth or inaccuracy in the non-terminating partys
representations and warranties or breach by the non-terminating party is
curable by such party through exercise of commercially reasonable efforts, then
this Agreement may not be terminated pursuant to this Section 9.1(b) until the
earlier of (i) the expiration of a thirty (30) day period after delivery of
written notice of such untruth or inaccuracy or breach, or (ii) the date on
which the party ceases to exercise commercially reasonable efforts to cure such
untruth or inaccuracy or breach (it being understood that this Agreement may
not be terminated pursuant to this Section 9.1(b) if such untruth or inaccuracy
or breach is cured during such thirty (30) day period);

(c)     
by either Purchaser or Company if the Transactions shall not have been
consummated before April 30, 2006; provided that the right to terminate this
Agreement under this Section 9.1 shall not be available to any party whose
action or failure to act has been a principal cause of or resulted in the
failure of the Transactions to have been consummated on or before such date and
such action or failure to act constitutes a breach of this Agreement;

(d)     by
either Purchaser or Company if any permanent injunction or other order of a
court or other competent authority preventing the Transactions shall have
become final and not subject to appeal;

(e)     by
Purchaser if the Stockholders shall not have delivered a unanimous consent
action approving the Transactions no later than thirty (30) minutes after the
execution of this Agreement;

(f)     by
Purchaser if there has been a Change of Recommendation; or

(g)     by
Purchaser if Companys board of directors shall have recommended to the
stockholders of Company any proposal that would constitute a Restricted
Transaction (provided, that for purposes of this Article IX, Restricted Transaction shall be defined as
the acquisition of all or more than twenty percent (20%) of Company, its
business, assets, or capital shares, excluding non-exclusive licenses entered
into in the ordinary course of business, whether by merger, consolidation,
other business combination, purchase of capital stock purchase of assets,
license, lease, tender or exchange offer, or otherwise) or shall have resolved
or announced an intention to do so.

42

9.2     Effect
of Termination. In the event of termination of this
Agreement by either Company or Purchaser as provided in Section 9.1, this
Agreement shall forthwith become void and have no effect, and there shall be no
liability or obligation on the part of the Stockholders, Purchaser, or Company,
or their respective officers or directors, except that (i) the provisions of
Sections 6.1, 6.4, 6.6, 9.2, 10.6, 10.10, and 10.12 and the Confidentiality
Agreement shall survive any such termination and abandonment, and (ii) no party
shall be released or relieved from any liability arising from the willful
breach by such party of any of its representations, warranties, covenants, or
agreements as set forth in this Agreement.

ARTICLE X GENERAL PROVISIONS

10.1    Notices.
All notices, requests, demands, or other communications required or permitted
to be given pursuant to this Agreement shall be in writing and deemed given
upon: (i) personal delivery, (ii) confirmed delivery by a standard overnight
courier or when delivered by hand, (iii) three business days after depositing
in the mail in the United States by certified or registered mail, postage
prepaid, addressed at the following addresses (or at such address for a party
as shall be specified by notice given hereunder), or (iv) transmitters
confirmation of a receipt of a facsimile transmission:

(a)
  if to
  Purchaser to:
  Nationwide
  Financial Solutions, Inc.3231 S.
  Country Club Way, Suite 102Tempe,
  Arizona 85282Attn.:
  Darren DierichFacsimile
  No.: 480-889-7271With a copy
  to:
  Preston
  Gates & Ellis LLP925 Fourth
  AvenueSeattle, WA
  98104-1158Attention:
  Annette BeckerFacsimile
  No.: 206-370-6152(b)
  if to
  Stockholders, to:
  Stockholders
  Representative10811 Red
  Run BlvdSuite 200Owings
  Mills, Maryland 21117Attention:
  Stewart SachsFacsimile
  No.: (443) 548-5282With a copy
  to:(c)
  if to
  Company, to:
  Bay Capital
  Corporation10811 Red
  Run Boulevard, Suite 200Owings Mills,
  Maryland 21117Attention:
  Stewart SachsFacsimile
  No.: 443-548-528243

With a copy
  to:
  Offit Kurman
  
  8 Park Center Court
  Suite 200
  Owings Mills, MD 21117
  Attention: Theodore Offit
  Facsimile No.: 443-738-153510.2     Interpretation.
For purposes of this Agreement, subsidiary
or subsidiaries means an entity
or entities of which Company, Purchaser, or such other Person as the context
requires directly or indirectly owns an amount of the voting securities or
other voting ownership or voting partnership interests sufficient to elect a
majority of its board of directors or other governing body (or, if there are no
such interests, fifty percent (50%) or more of the equity interests thereof).
For purposes of this Agreement, Person
means an individual, corporation, partnership, association, limited liability
company, trust, estate, or other entity. The words include, includes,
and including when used in this
Agreement shall be deemed in each case to be followed by the words without limitation. The table of contents
and headings contained in this Agreement are for reference purposes only and
shall not affect in any way the meaning or interpretation of this Agreement.
The knowledge of or other
derivations of know in this Agreement
with respect to a party will mean the knowledge of the executive officers of
such party, in each case assuming the exercise of reasonable inquiry either
directly or by representatives on his, her, or their behalf. As used in this
Agreement, the term affiliate
shall have the meaning set forth in Rule 12b-2 promulgated under the Securities
Exchange Act of 1934, as amended (the Exchange
Act). As used in this Agreement, the term business day means any day other than a
Saturday, Sunday, or a day on which banking institutions in New York, New York
are permitted or obligated by law to be closed for regular banking business.
This Agreement has been negotiated by the respective parties hereto and their
attorneys and the language hereof will not be construed for or against either
party. A reference to a Section or an Exhibit will mean a Section in, or
exhibit to, this Agreement unless otherwise explicitly set forth.

10.3     Counterparts.
This Agreement may be executed (i) in one or more partially or fully executed
counterparts, each of which shall be deemed an original and shall bind the
signatory, but all of which together shall constitute the same instrument, and
(ii) by facsimile. The execution and delivery of a Signature Page  Stock Purchaser
Agreement, in the form annexed to this Agreement, by any party hereto who shall
have been furnished the final form of this Agreement shall constitute the
execution and delivery of this Agreement by such party.

10.4     No
Third Party Beneficiaries; No Assignment.This
Agreement is not intended to confer upon any other Person any rights or
remedies hereunder (except as otherwise expressly provided herein and except
that Section 6.3 is for the benefit of the Indemnified Parties). This Agreement
shall not be assigned by operation of law or otherwise except as otherwise
specifically provided.

10.5     No
Joint Venture. Nothing contained in this Agreement
will be deemed or construed as creating a joint venture or partnership between
any of the parties hereto. No party is by virtue of this Agreement authorized
as an agent, employee, or legal representative of any other party. No party
will have the power to control the activities and operations of any other and
their status is, and at all times, will continue to be, that of independent
contractors with respect to each other. No party will have any power or
authority to bind or commit any other. No party will hold itself out as having
any authority or relationship in contravention of this Section.

44

10.6     Governing
Law. This Agreement shall be governed in all respects,
including validity, interpretation, and effect, by the laws of the State of
Nevada, regardless of the laws that might otherwise govern under applicable
principles of conflicts of laws thereof.

10.7     Entire
Agreement; Amendment. This Agreement, the
Confidentiality Agreement, and the documents referred to herein constitute the
entire agreement among the parties with respect to the subject matter hereof
and supersede all prior agreements and understandings, both written and oral,
among the parties with respect to the subject matter hereof. Except as may
otherwise be provided herein, any provision of this Agreement may be amended or
modified by the parties hereto prior to the Closing Date, if, and only if such
amendment or modification is in writing and signed on behalf of each of the
parties hereto; provided that after the adoption of this Agreement by the
stockholders of Company, no such amendment shall be made except as allowed
under applicable law.

10.8     Extension,
Waiver. At any time prior to the Closing Date, any
party hereto may, to the extent legally allowed, (i) extend the time for the
performance of any of the obligations or other acts of the other parties
hereto, (ii) waive any inaccuracies in the representations and warranties made
to such party contained herein or in any document delivered pursuant hereto,
and (iii) waive compliance with any of the agreements, covenants, or conditions
for the benefit of such party contained herein. Any agreement on the part of a
party hereto to any such extension or waiver shall be valid only if set forth
in an instrument in writing and signed by the party against whom the waiver is
to be effective.

10.9     Successors
and Assigns. This Agreement shall not be assigned by
any of the parties hereto (whether by operation of law or otherwise) without
the prior written consent of the other parties, except that Purchaser may
assign, in its sole discretion and without the consent of any other party, any
or all of its rights, interests, and obligations hereunder to (a) Purchaser, or
(b) Purchaser and one or more direct or indirect wholly-owned subsidiaries of
Purchaser (each an Assignee),
provided, however, that (i) no such assignment shall relieve Purchaser of any
of its obligations under this Agreement, and (ii) to the extent required by the
MGCL in order for this Agreement, with such rights assigned, to be valid from
and after such assignment, such assignment shall be effective only after an
appropriate amendment to this Agreement to effectuate such assignment shall
have been executed by the parties hereto and any such Assignee, and such
amendment, or this Agreement as so amended, shall have received all approvals
required by the MGCL. Subject to the preceding sentence, this Agreement shall
be binding upon, inure to the benefit of, and be enforceable by, the parties
hereto and their respective successors and assigns.

10.10    Specific
Performance. The parties acknowledge and agree that
any breach of the terms of this Agreement would give rise to irreparable harm
for which money damages would not be an adequate remedy and accordingly the
parties agree that, in addition to any other remedies, each shall be entitled
to enforce the terms of this Agreement by a decree of specific performance
without the necessity of proving the inadequacy of money damages as a
remedy.

10.11    Severability.
If any term or other provision of this Agreement is invalid, illegal, or
incapable of being enforced by any rule of law, or public policy, all other
conditions and provisions of this Agreement shall nevertheless remain in full
force and effect so long as the economic or legal substance of the Transactions
are not affected in any manner materially adverse to any party hereto. Upon
such determination that any term or other provision is invalid, illegal, or
incapable of being enforced, the parties hereto shall negotiate in good faith
to modify this Agreement so as to effect the original intent of the parties as
closely as possible in a mutually acceptable manner.

10.12    Consent
to Jurisdiction. All actions and proceedings arising
out of or relating to this Agreement shall be heard and determined exclusively
in any Arizona state or federal court sitting in

45

Maricopa
County. The parties hereto hereby (a) submit to the exclusive jurisdiction of
any state or federal court sitting in Maricopa County for the purpose of any
action arising out of or relating to this Agreement brought by any party
hereto, and (b) irrevocably waive, and agree not to assert by way of motion,
defense, or otherwise, in any such action, any claim that it is not subject
personally to the jurisdiction of the above-named courts, that its property is
exempt or immune from attachment or execution, that the action is brought in an
inconvenient forum, that the venue of the action is improper or that this
Agreement or the Transactions may not be enforced in or by any of the
above-named courts.

10.13Arbitration.

10.13.1CPR
Rules.Any
Contested Claim and any other dispute between Purchaser and the Stockholders
Representative will be submitted to final and binding arbitration before CPR
International Institute for Conflict Prevention and Resolution (the CPR) in Tempe, Arizona, which arbitration
will, except as specifically stated in this Agreement, be conducted in
accordance with the CPR Non-Administered Arbitration Rules (the CPR Rules) then in effect; provided,
however, that such parties agree first to try in good faith to resolve any
Contested Claim that does not exceed $100,000 by mediation under the CPR
Mediation Procedure for Business Disputes, before resorting to arbitration; provided,
further, that, in the event of an arbitration, the arbitration provisions of
this Agreement will govern over any conflicting rules in the CPR Rules.

10.13.2 Binding
Effect.The
final decision of the arbitrator will be a reasoned opinion based on this
Agreement and other factors consistent with applicable law and furnished in
writing to the Stockholders Representative, and Purchaser, and will constitute
a conclusive determination of the issue in question, binding upon the Stockholders
Representative and Purchaser. The arbitrator will have the authority to grant
any equitable and legal remedies that would be available in any judicial
proceeding instituted to resolve a Contested Claim. Any judgment rendered by
the arbitrator may be entered in any court having jurisdiction over the subject
matter thereof.

10.13.3Compensation
of
Arbitrator.Any such arbitration will be conducted before a single
arbitrator who will be compensated for his or her services, as provided below
in Section 10.13.5, at a rate to be determined by Purchaser and the
Stockholders Representative or under the CPR Rules, but based upon reasonable
hourly or daily consulting rates for the arbitrator in the event the parties
are not able to agree upon his or her rate of compensation. Purchaser will pay
the fees and costs of the arbitrator but may request that the arbitrator award
reimbursement of all or a portion of such fees and costs from the Holdback
Account in accordance with the provisions of Section 10.13.5.

10.13.4Selection
of
Arbitrator. The parties will select the arbitrator by mutual agreement
promptly following initiation of arbitration in accordance with the CPR Rules;
provided, that in the event the parties are unable to reach such agreement
within 20 days of initiation, Purchaser and the Stockholders will each select
one arbitrator from a list provided by the CPR (the CPR List), and the two arbitrators so selected will select a
third arbitrator, which arbitrator will be the sole arbitrator for the purpose
of resolving the Contested Claim; provided further, that in the event the two
arbitrators are unable to reach agreement on the third arbitrator within 30
days of initiation, the CPR will have the authority to select an arbitrator
from the CPR List provided to Purchaser and the Stockholders. Any arbitrator
selected to serve will be qualified by training and experience for the matters
for which such arbitrator is designated to serve.

10.13.5Payment
of Costs.
The prevailing party, as determined by the arbitrator, in any arbitration will
be entitled to an award of attorneys fees and costs, and all costs of
arbitration paid or payable by such party, including those provided for above,
will be allocated amongst the parties in the

46

discretion of
the arbitrator. Any amounts payable to Purchaser or the Stockholders under this
subsection will be specified in the Arbitrators Award and, if awarded to
Purchaser, will be reimbursed as if the amount of such awarded fees and
expenses were an Uncontested Claim and if awarded to the Stockholders
Representative, upon receipt of such award, decision, report, or finding,
Purchaser will promptly take all steps to release such portion of the Holdback
Amount to the Stockholders Representative, and neither Purchaser nor the
Stockholders Representative will have any further liability for amounts
payable under this Section 10.13.5.

10.13.6Terms
of
Arbitration. The arbitrator chosen in accordance with these provisions will
not have the power to alter, amend, or otherwise affect the terms of these
arbitration provisions or the provisions of this Agreement or any other
documents executed in connection with this Agreement.

10.13.7Exclusive
Remedy.
Arbitration or mediation under this Section 10.13.7 will be the sole and
exclusive remedy of the parties for any Contested Claim arising out of this
Agreement and any other dispute between Purchaser and the Stockholders under
this Agreement.

10.14 Stockholders
Representative

(a)     The
Stockholders hereby appoint Stewart Sachs (previously defined as the
Stockholders Representative) as agent and attorney in fact for each Stockholder,
for and on behalf of the Stockholders for all matters relating to this
Agreement, including to give and receive notices and communications, to
authorize Holdback Adjustments in satisfaction of claims by Purchaser, to
object to such deliveries, to agree to, negotiate, enter into settlements and
compromises of, and demand arbitration and comply with orders of courts and
awards of arbitrators with respect to such claims, and to take all actions
necessary or appropriate in the judgment of the Stockholders Representative for
the accomplishment of the foregoing.

(b)     The
Stockholders Representatives will not be liable for any act done or omitted
hereunder as the Stockholders Representative while acting in good faith. The
Stockholders will severally indemnify the Stockholders Representative and hold
the Stockholders Representative harmless against all loss, liability, or
expense incurred without bad faith or willful misconduct on the part of such
Stockholders Representative and arising out of or in connection with the
acceptance or administration of such Stockholders Representatives duties
hereunder, including the reasonable fees and expenses of any legal counsel
retained by the Stockholders Representative. The Stockholders Representative
will not be entitled to receive any compensation from Purchaser or out of the
Holdback Amount in connection with this Agreement. The Stockholders
Representative may resign at any time for any reason by giving written notice
to a majority in interest of Company Shares outstanding immediately before
Closing and a new Stockholders Representative will be appointed by a vote of a
majority in interest of Company Shares outstanding immediately before Closing,
and any such successors will serve and exercise the powers of the Stockholders
Representative hereunder.

(c)     
A decision, act, consent, or instruction of the Stockholders Representative
relating to this Agreement will constitute a decision of all Stockholders and will
be final, binding, and conclusive upon each of the Stockholders. Purchaser may
rely upon any such decision, act, consent, or instruction of the Stockholders
Representative as being the decision, act, consent, or instruction of each and
every holder of interest in the Holdback Amount. Purchaser is hereby relieved
from any liability to any Person for any acts done by them in accordance with
such decision, act, consent, or instruction of the Stockholders
Representative.

47

(the remainder of this page has been
intentionally left blank)

48

SIGNATURE PAGESTOCK PURCHASE AGREEMENT

IN
WITNESS WHEREOF, Purchaser, Company, the Stockholders, and the Stockholders
Representative have caused this Agreement to be signed by their respective
officers thereunder duly authorized, all as of the date first written above.

  NATIONWIDE
          FINANCIAL SOLUTIONS, INC.By
      /s/
          Stephen G. LukeIts
      Chief
          Executive OfficerBAY
          CAPITAL CORPORATIONBy
      /s/
          Stewart SachsIts
      PresidentSTOCKHOLDERS/s/ Paul BeckmanPaul
          Bekman/s/Arlene
        BekmanArlene
          Bekman/s/Ben
        LyonsBen
          Lyons/s/Sherry
        A. LyonsSherry
          A. Lyons/s/Stewart
        SachsStewart
          Sachs/s/Nadine
        SachsNadine
          SachsSTOCKHOLDERS
          REPRESENTATIVE/s/Stewart
        SachsStewart
          SachsINDEX OF DEFINED TERMS

Acquisition
  Proposal
30affiliate
45Agreement
1Assignee
46Balance
  Sheet Date
7Bekman Note
38Bekmans
1Borrower(s)
20business day
45Cash
  Consideration
1Change of
  Recommendation
29Charter
  Documents
5Claim
40Closing
3Closing Date
3Code
11Company
1Company
  Disclosure Schedule
5Company
  Environmental Permits
13Company
  Financial Statements
7Company
  Leases
12Company
  Material Adverse Effect
5Company
  Options
6Company
  Owned Intellectual Property
18Company
  Shares
1Company
  Stockholder Approval
31Confidentiality
  Agreement
32Consents
6Contested
  Claim
41CPR
47CPR List
47CPR Rules
47Credit Lines
23Current
  Balance Sheet
7Current
  Liabilities
4Damages
2Environmental
  Law
13ERISA
11Excess
  Expenses
33Exchange Act
45Final
  Release Date
2First
  Release Date
2GAAP
7GLBA
9Governmental
  Entity
6Hazardous
  Material
13Hazardous
  Materials Activities
13Holdback
  Adjustment
2Holdback
  Amount
2include
45includes
45including
45Indemnifiable
  Amounts
39Indemnified
  Parties
33In-Licenses
18Intellectual
  Property
17IRS
11know
45knowledge of
45Liabilities
9Liability
9Lyons
1March 31
  Balance Sheet
4March
  Working Capital Amount
3Material
  Contracts
14MERS
34MGCL
5Mortgage
20Mortgage
  File
20Mortgage
  Interest Rate
20Mortgage
  Loan
21Mortgage
  Loan Schedule
32Mortgage
  Note
21Mortgaged
  Property
21Mortgagor
21Net Working
  Capital
4Notes
34Notice of
  Claim
40Parachute
  Payments
31Person
45Plan
11Post-March
  Working Capital Amount
4Pre-Closing
  Period
39Prevailing
  Party Award
2Purchase
  Price
1Purchaser
1Purchaser
  Authorized Payments
4Purchaser
  Disclosure Schedule
25Purchaser
  Financial Statements
26Purchaser
  Material Adverse Effect
25Purchaser
  Required Statutory Approvals
26Purchaser
  SEC Documents
26v

Purchaser
  Shares
1Remaining
  Notes
34Representatives
29Required
  Employees
36Restricted
  Transaction
29Returns
16Sachs
1Sachs
  Mortgage Loans
34SEC
4Second Release
  Date
2Securities
  Act
26Servicing
  Files
21Significant
  Customer
14Significant
  Supplier
14Stock
  Consideration
1Stockholders
1Stockholders
  Representative
1Straddle
  Period
42subsidiaries
44subsidiary
44tax
16taxes
16Tentative
  Closing Date
3Termination
  Date
42Third Party
  Claim
39Total
  Current Assets
4Transaction
  Documents
39Transaction
  Fee Amount
20Transaction
  Fees
20Transactions
5Violation
6without
  limitation
45Working
  Capital Amount
4Working
  Capital Deficit
4Working
  Capital Deficit Adjustment
4vi