**Exhibit2.6****ASSET PURCHASE AGREEMENT**          THIS ASSET PURCHASE AGREEMENT (as amended or supplemented from time to time, this “***Agreement***”)is dated as of October 11, 2007 (the “***Effective Date***”), by and among CCS Financial Services, Inc.,a Florida corporation (the “***Selling Entity***”); Allen Eager, the Allen Eager Revocable Trust, Paul P.Hauser, Barry E. Hershman, and the Barry E. Hershman Revocable Trust, (collectively, the “***SellingShareholders***”, and together with the Selling Entity, the “***Sellers***”); and Check Mart of Florida,Inc., a Delaware corporation (the “***Buyer***”). The Sellers and Buyer are collectively referred toherein as the “***Parties***”.BACKGROUND          The Selling Entity is engaged in the business of owning and operating various businesses thatprovide deferred presentment services, check cashing services, payment instrument issuance, fundstransmission services, stored-value card sales, and various other related services and products(each, a “***Business****,*” and collectively, the “***Businesses***”). The Businesses are operated from andlocated at the branch stores set forth on Schedule 1.1(a) attached to this Agreement(collectively, the “***Branches****,*” and each individually, a “***Branch***”). The Buyer desires to purchasefrom the Selling Entity, and the Selling Entity desires to sell to the Buyer, substantially all ofthe assets used by the Selling Entity in the conduct of the Businesses, all in accordance with theterms and subject to the conditions contained in this Agreement. Capitalized terms used and nototherwise defined in this Agreement shall have the respective meanings set forth in Section22 of this Agreement.          IN CONSIDERATION of the foregoing and the mutual promises contained in this Agreement, theParties, intending to be legally bound, hereby agree to the following:          1. Sale and Purchase of Assets.               1.1 Purchased Assets. In accordance with the terms and subject to the conditions setforth in this Agreement, the Sellers hereby sell to the Buyer, and the Buyer hereby purchases fromthe Sellers, free and clear of any Liabilities, security interests, mortgages, liens, encumbrances,rights of others and any other burdens and restrictions whatsoever (“***Adverse Claims***”) other thanthe Assumed Liabilities and Permitted Liens, all right, title and interest in and to all assetsused or held for use in the conduct of the Sellers’ Businesses, including but not limited to thefollowing listed assets (collectively, the “***Purchased Assets***”):                    (a) the right to collect all amounts under and exercise all rights under, including the rightto receive all past due payments from past or present customers outstanding as of the opening ofbusiness on the Closing Date and identified with respect to each Branch on Schedule 1.1(a)under, (i) all Deferred Presentment Agreements (including those set forth on Schedule1.1(a)(i) to be delivered at Closing), including the right to receive all past due paymentsfrom past or present customers and any other rights of Seller under such agreements, and (ii) allchecks deposited by the Sellers prior to the Closing and returned unpaid and all claims of Sellerwith respect thereto, including those set forth on Schedule 1.1(a)(ii) to be delivered atClosing (the “***Returned Checks***”, and together with the Deferred Presentment
 

 
Agreements, the “***Receivables***”) as identified with respect to each Branch onSchedule 1.1(a); provided, however, that the Receivables shall not include the claimsagainst customers for Returned Checks listed on Schedule 1.2(c) (provided thatSchedule 1.2(c) shall be updated by the Selling Entity on the Closing Date to include anyReturned Checks for which legal claims against customers for Returned Checks were filed after theEffective Date and before the Closing Date).                    (b) all interests of the Sellers in the unexpired leases on real property (collectively the“***Unexpired Leases***”) relating to the Branches and the office location set forth onSchedule 1.1(b)*;*                    (c) all interests of the Sellers in the Contracts identified on Schedule 1.1(c) (the“***Assumed Contracts***”);                    (d) all inventories owned by the Sellers of goods and other goods and products held for sale(collectively, the “***Inventory***”);                    (e) all supplies, equipment, machinery, removable leasehold improvements, office furniture,computing and telecommunications and other equipment, spare parts, supplies, fixtures and all otheritems of tangible personal property, identified with respect to each Branch and listed onSchedule 1.1(e);                    (f) all rights of the Sellers to all trademarks, service marks, trade names, trade dress,fictitious names, internet domain names, uniform resource locators (URLs), and any other names andlocators used in or incidental to the conduct of the Sellers’ Businesses, including thoseassociated with “The Check Cashing Store”, “CCS Payment Store” and any related names andderivations thereof, and the interest, whether owned or licensed and whether registered orunregistered and whether or not currently in use, together with all registrations, applications andrenewals for any of the foregoing, as set forth on Schedule 1.1(f) (which shall include thedates of first use) and including the Names (as defined in Section 12.3) (collectively, the“***Trademarks***”); provided, however, that CCS Real Estate Investments, LLC, a Florida limitedliability company, will not be required to change its legal name so long as it doesn’t use suchname in retail or consumer markets or businesses.                    (g) all copyrights and copyrightable works and any other works of authorship, whetherstatutory or common law, registered or unregistered, together with all registrations, applicationsand renewals for any of the foregoing, and all moral rights thereto under the laws of anyjurisdiction, as set forth on Schedule 1.1(g) (collectively, the “***Copyrights***”);                    (h) all computer software and software license rights owned by the Sellers, including data,databases and documentation, Internet websites and the content thereof as set forth on Schedule1.1(h) (collectively, the “***Software***” and, collectively with the Trademarks and the Copyrights,the “***Trade Rights***”);                    (i) the Businesses as a going concern and all of the Sellers’ goodwill associated therewith;
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                    (j) all Permits and all Licenses to operate the Businesses, as identified on Schedule1.1(j), to the extent transferable;                    (k) except for the Sellers’ corporate or other legal entities, franchises or corporate seals,charter documents, operating agreements, minute books, stock books, tax returns, and other recordshaving to do with the corporate or other legal entity organization and/or capitalization of theSellers, all records, documents, lists, electronic records (including all point-of-sale datasystems), and files relating to any of the Purchased Assets, the Assumed Liabilities, and theBusinesses, including but not limited to price lists, lists of accounts, customers (includingcontact information and deferred presentment and payment history), suppliers and personnel, allproduct, business and marketing plans and data, historical sales data and all books, ledgers, filesand business records (including all financial records and books of account) of or relating to anyof the Purchased Assets, the Assumed Liabilities, and the Businesses in any of the foregoing cases,whether in electronic form or otherwise (collectively, the “***Books and Records***”), provided that the“Books and Records” shall not include the human resource records of any Selling Entity employeethat will not become a Hired Employee;                    (l) all telephone and facsimile numbers relating to the Businesses (to the extent that, withthe Sellers’ full cooperation and assistance, such numbers are transferable), including alladvertising associated thereto as identified with respect to each Branch and listed on Schedule1.1(l);                    (m) all Restrictive Covenants, all Adverse Claims on the assets of others relating to theBusinesses or the Purchased Assets, all catalogues, brochures, art work, photographs, advertisingand marketing materials, procedures and operating manuals, underwriting standards and guidelines,and forms pertaining to the Businesses;                    (n) all claims, leasehold and all other deposits, prepayments (except those relating toRetained Liabilities), refunds (except tax refunds) and other amounts prepaid by the Sellersarising out of any of the assets described in Sections 1.1(a) through Section1.1(m) above and identified on Schedule 1.1(n) (collectively, the “***Prepaid Items***”);                    (o) Subject to Section 2.1, all cash on hand of the Branches at the opening of business on theClosing Date (“***Cash on Hand***”);                    (p) all other assets and property owned by the Sellers andlocated within the walls ofany of the Sellers’ Branches on the Closing Date, plus outdoor signage; and                    (q) except where prohibited by law, all rights, causes of action, and claims against thirdparties including all warranties, guarantees, sureties, indemnities and similar rights in favor ofthe Sellers arising out of or with respect to any of the assets described in Sections1.1(a) through Section 1.1(p).               1.2 Excluded Assets. The Purchased Assets sold and acquired hereunder shall notinclude any of the following (collectively, the “***Excluded Assets***”):
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                    (a) the Selling Entity’s cash, cash equivalents, securities andall bank accounts and corresponding checks, but only to the extent not included in Cash onHand;                    (b) the Selling Entity’s minute books and other similar corporate records; and                    (c) all assets listed on Schedule 1.2(c).               1.3 Certain Transitional Matters.                    (a) Notwithstanding anything to the contrary contained in this Agreement, any Bill of Sale, orany Assignment and Assumption Agreement, to the extent that the sale or delegation by the Sellers,or the purchase or assumption by the Buyer, of any of the Purchased Assets or any of the AssumedLiabilities requires any Consent or Regulatory Approval, this Agreement, the applicable Bill ofSale and the applicable Assignment and Assumption Agreement shall constitute the Sellers’ agreementto sell and delegate, and the Buyer’s agreement to purchase and assume, such Purchased Assets andAssumed Liabilities as promptly as practicable following the obtainment of any necessary Consent orRegulatory Approval; provided, that from and after the Closing Date until the date on whichsuch Consent or Regulatory Approval is obtained, the Sellers shall make available to the Buyer theeconomic and practical benefits of such Purchased Assets and Assumed Liabilities for no additionalconsideration. If and to the extent that the Sellers are making available to the Buyer theeconomic and practical benefits of such Purchased Assets, the risk of loss for such PurchasedAssets shall rest with the Buyer. Nothing contained in this Section 1.3 is intended toimpair, reduce or otherwise modify any representation, warranty and covenant contained in thisAgreement, including those relating to any of the Purchased Assets or to any of the AssumedLiabilities.                    (b) In the event that Sellers have failed to obtain Estoppel and Consent Certificates in aform reasonably acceptable to Buyer for any one or more Branches (each, a “***Restricted Branch***”), andin the event that (i) all other conditions set forth in Article 9 hereof have been satisfied orwaived by Buyer and (ii) Estoppel and Consent Certificates have been obtained for at least ninetypercent (90%) of all Branches (which must include the Branches listed on Schedule 1.3),then the failure to obtain the Estoppel and Consent Certificates for the Restricted Branches shallnot by itself constitute a failure of Buyer’s or Sellers’ closing conditions set forth in Articles9 or 10 hereunder; provided, however, that (x) Buyer and the Selling Entity shall at the Closingenter into a License Agreement in substantially the form attached to Exhibit F hereto withrespect to the Restricted Branches (the “***License Agreement***”), and (y) a portion of the CashConsideration equal to $500,000 for each Restricted Branch (the “***Branch Holdback***”) shall be paid tothe Escrow Agent to be held and disbursed upon the terms set forth in a Supplemental EscrowAgreement in substantially the form attached as Exhibit G hereto (the “***Supplemental EscrowAgreement***”).                         (i) Subject to the terms of the Supplemental Escrow Agreement, on or before the date that isone hundred eighty (180) days after the Closing (the “***Determination Date***”), if the Buyer receivesan Estoppel and Consent Certificate for any
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Restricted Branch, the Branch Holdback for suchRestricted Branch (together with any earningson such amount) shall be paid by the Escrow Agent to the Selling Entity within three (3) businessdays of Buyer’s receipt of such Estoppel and Consent Certificate, and the Selling Entity shallthereafter deliver any assignment document reasonably requested by Buyer to evidence the assignmentto Buyer of the Unexpired Lease for such Restricted Branch. If on the Determination Date there areany Restricted Branches for which Buyer has not received an Estoppel and Consent Certificate (suchBranches being referred to as “***Remaining Branches***”), Buyer will deliver to the Selling Entity,within three (3) business days after Determination Date, a written notice that states for eachRemaining Branch whether Buyer desires to continue to own and operate the Remaining Branch or toterminate its ownership and operation of such Remaining Branch (a “***Determination Notice***”).                         (ii) With respect to any Remaining Branch that Buyer has determined to continue to own andoperate (an “***Assumed Branch***”), the Branch Holdback for such Remaining Branch (together with anyearnings on such amount) shall be delivered by the Escrow Agent to the Selling Entity simultaneouswith the delivery of the Determination Notice. Subject to the first two sentences of Section1.3(a), Buyer shall be deemed to have assumed all executory obligations arising on and afterthe Closing Date under the Unexpired Lease for any Assumed Branch, and such obligations shall bedeemed to be Assumed Liabilities for purposes of this Agreement, and the risk of failure to obtainthe Estoppel and Consent Certificate shall be borne by Buyer, with Buyer receiving credit for anypayments made under the License Agreement. With respect to any Remaining Branch that Buyer hasdetermined not continue owning and operating (a “***Terminated Branch***”), the Branch Holdback (togetherwith any earnings on such amount) for such Remaining Branch shall be delivered to Buyer.Additionally, Section 4.4(b) of this Agreement shall apply to the operation of any AssumedBranch by Buyer from and after the Closing Date.                         (iii) With respect to any Terminated Branch, Buyer shall be deemed not to assume the UnexpiredLease with respect thereto (regardless of whether an Estoppel and Consent Certificate is thereafterreceived) and all obligations under and liabilities related to such Unexpired Lease, whether theyarise before or after the Closing, shall be deemed an Excluded Liability for purposes of thisAgreement, and the Buyer’s only obligation with respect to the Terminated Branch shall be Buyer’sobligations to the Selling Entity under the License Agreement. Additionally, within fifteen (15)calendar days after the delivery of the Determination Notice indicating that a Remaining Branchshall be deemed a Terminated Branch, Buyer shall (i) cease operations at the Terminated Branch,(ii) remove any and all improvements from the Terminated Branch made by Buyer after the ClosingDate at Buyer’s sole cost and expense, (iii) deliver all keys for the Terminated Branches to theSelling Entity, and (iv) execute such documents as may be reasonably requested by the SellingEntity to evidence and/or confirm the termination of the right by Buyer to occupy the premises ofthe Terminated Branch. Only with respect to up to four (4) Terminated Branches, in the event thaton or before the third (3rd) anniversary of the Closing Date, if Buyer opens forbusiness any branch location that is located within a radius of three (3) miles of the TerminatedBranch and engages in the same or substantially same business as the Terminated Branch at suchlocation (a “***Replacement Branch***”), then the Buyer shall, within three (3) business days of the dateon which the Replacement Branch opens for business to the general public, pay to Selling Entity anamount equal to the Branch Holdback for such Terminated Branch less the actual costs and direct
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expenses incurred by Buyer in developing, constructing, building out, and opening suchReplacement Branch, excluding any allocation of corporate overhead or management fees (or similarexpenses) payable to any Affiliate of Buyer. Sellers acknowledge that the provisions ofSection 2.6(b) of this Agreement shall restrict Sellers from operating a Competing Businessat any Terminated Branch or from selling any assets relating to the Terminated Branch to any otherperson or entity owning or operating a Competing Business.          2. Consideration and Payment; Allocation.               2.1 Payment of Purchase Price for Purchased Assets. The purchase price to be paid tothe Sellers by the Buyer for the Purchased Assets will be the sum of (a) One Hundred One MillionDollars ($101,000,000.00) (the “***Cash Amount***”), plus or minus (b) the amount, ifany, by which Cash on Hand is greater or less than, respectively, One Million Five Hundred ThousandDollars ($1,500,000.00) (the “***Cash Target***”), plus (c) the amount of any security depositsrelating to the Purchased Assets, including those made in connection with real estate leases,utilities and any other purchased or leased equipment and identified on Schedule 2.1(collectively, the “***Deposits***”) (such sum of the Cash Payment, the Cash Target and the Depositscollectively referred to herein as the “***Cash Consideration***”). In addition to the CashConsideration, the Buyer will assume, from and after the Closing, the Assumed Liabilities as moreparticularly set forth in Section 4.1.               2.2 Payment of Consideration.                    2.2.1 At the Closing, the Buyer shall pay the Cash Consideration reduced by the Escrow Amountas set forth in Section 13.8 to the Sellers in cash by federal or other wire transfer tothe accounts previously designated by the Sellers jointly in writing.                    2.2.2 The Buyer shall at Closing pay the Escrow Amount to the Escrow Agent, to be administeredin accordance with Section 13.8 and the Escrow Agreement.                    2.2.3 If the amount of Cash on Hand is not capable of being verified as of the opening ofbusiness on the Closing Date, such amount will be estimated for purposes of calculating the CashConsideration, subject to verification within forty-eight (48) hours following the Closing Date,such verification to be agreed by the Parties in good faith. If the actual amount of Cash on Hand,as verified, is less than the amount estimated for purposes of the Closing (a “***Cash Deficiency***”),the Sellers will immediately wire the amount of the Cash Deficiency to the Buyer’s designatedaccount, and if the amount of the Cash on Hand is greater than the amount estimated for purposes ofthe Closing (a “***Cash Surplus***”), the Buyer will immediately wire the amount of such Cash Surplus toan account designated by the Selling Entity.               2.3 Apportionment. Notwithstanding Section 2.1, to the extent that theSellers made any payment(s) on account of rents, real estate taxes, personal property taxes, water,utilities and other operating expenses of any of the Businesses that are attributable, in whole orin part, to the period on or after the Closing Date, the Buyer shall, within ten (10) business daysafter receipt of the Sellers’ statement therefor by the Buyer, pay to the Selling Entity an amountequal to the payment(s) made on account of such items which are attributable
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to the period of timeon or after the Closing Date (collectively, the “***Buyer’s Apportionment***”).To the extent that the Buyer shall make any payment(s) on account of any rents, real estatetaxes, personal property taxes, water, utilities and other operating expenses of any of theBusinesses that are attributable, in whole or in part, to a period which includes a period of timeprior to the Closing Date, the Sellers shall, within ten (10) business days after receipt of theBuyer’s statement therefor by the Selling Entity, pay to the Buyer an amount equal to thepayment(s) made on account of such items which are attributable to the period of time prior to theClosing Date. If the Sellers fail to make such payment within the required ten (10) business daysas required herein, the Buyer may claim such unpaid amount against the Escrow Amount.               2.4 Satisfaction of Buyer’s Obligations. Upon the Buyer’s payment of the CashConsideration and the Buyer’s Apportionment, the Buyer shall be deemed to have satisfied theirobligations to make payments pursuant to this Agreement other than (a) the obligation of the Buyerto indemnify the Seller Indemnified Parties pursuant to Section 13.3 and (b) the Buyer’sassumption of the Assumed Liabilities pursuant to Section 4.1.               2.5 Tax Allocation. The Cash Consideration shall be allocated among the PurchasedAssets as provided on Schedule 2.5, which shall be prepared by the Selling Entity anddelivered to Buyer no later than fourteen (14) days after the Effective Date. The allocation setforth on Schedule 2.5 shall be reasonably acceptable to Buyer. The allocation of the CashConsideration among the Purchased Assets provided on Schedule 2.5 is intended to complywith Section 1060 of the Internal Revenue Code of 1986 and the rules and regulations thereunder,all as amended (the “***Code***”). In furtherance thereof, the Selling Entity will also no later thanfourteen (14) days after the Effective Date complete and provide to Buyer a true and complete copyof, United States Internal Revenue Service Form 8594, in a manner consistent with Schedule2.5. The Buyer, the Sellers and their Affiliates shall report, act and file Tax Returns(including, but not limited to, Internal Revenue Service Form 8594) in all respects and for allpurposes consistent with the allocations set forth on Schedule 2.5 and such Form 8594. TheSellers and the Buyer shall not (unless compelled by any governmental or regulatory authority orrequired by applicable Requirement of Law) take any position (whether in an audit, any Tax Returnor otherwise) which is inconsistent with the allocations set forth on Schedule 2.5 and suchForm 8594.               2.6 Restrictive Covenants.                    (a) Acknowledgment. Each of the Sellers (the “***Restricted Persons***”) has specialknowledge of the Sellers, the Businesses, and the Businesses’ methods of operations andrelationships with customers and suppliers. The following covenants constitute material conditionsto the transactions contemplated by this Agreement.                    (b) Non-competition by Restricted Persons. For a period commencing on the ClosingDate and ending immediately and without further action by any party hereto, on the fifth (5th)annual anniversary of the Closing Date, (the “***Restricted Period***”), no Restricted Person shall, inany location in any state in the United States or any province in Canada, directly or indirectly(including indirectly through any Affiliate of a Restricted Person) conduct or engage in aCompetitive Business or directly or indirectly own, manage, operate, control, finance orparticipate in the ownership, management, operation, control or financing of,
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or be connected as anagent, representative, consultant, employee, investor, owner, partner,manager, joint venturer, distributor or otherwise with, or permit their names to be used by,any Person engaged in any Competitive Business, except as set forth on Schedule 5.3(c);provided, however, that each of the Restricted Persons may own, directly orindirectly, solely as an investment, not more than five percent (5%) of any class of securities ofany Person registered pursuant to the Securities Exchange Act of 1934, as amended, even if suchPerson engages in a Competitive Business. Notwithstanding anything to the contrary herein, theRestricted Period with respect to the Restricted Person shall be extended beyond the fifth (5th)anniversary of the Closing Date for a period of time equal to that period of time, if any, duringwhich such Restricted Person engaged in a breach of any provision of this Section 2.6.                    (c) Confidential Information; Personal Relationships. At all times during theRestricted Period, except as required (i) by applicable law or by legal or regulatory process, or(ii) in communicating with their legal, financial and tax or accounting professionals, theRestricted Persons shall keep secret and retain in strictest confidence, and shall not use fortheir respective benefit or others, or disclose to others, any confidential matters relating to anyBusiness, including, without limitation, information regarding the intellectual property, tradesecrets, product information, customer lists, details of contracts, pricing policies, price lists,trade promotion and discount schedules, operational methods, employee lists and evaluations,marketing plans or strategies, and business acquisition plans of the Businesses, other than suchinformation that (i) is or becomes generally available to the public other than as a result of abreach of this Agreement by any of them; (ii) which is compelled as a matter of Law to bedisclosed; provided, however, that if any Restricted Person receives notice that heor she may be required or ordered to disclose any such information, he or she shall give the Buyerprior written notice to allow Buyer to contest such requirement or order and cooperate with theBuyer (at Buyer’s expense) in seeking a protective order or other remedy to limit the disclosure ofsuch information; (iii) which may be published or otherwise made available to the public by Buyeror any of its Affiliates; or (iv) which is independently developed by a Restricted Person withoutreference to Confidential Information.                    (d) Employees. During the Restricted Period, none of the Restricted Persons shall, ontheir behalf or on behalf of any other Person, directly or indirectly, as an agent, representative,consultant, investor, owner, partner, manager, joint venturer, distributor or otherwise, solicitthe employment of, offer employment to, or hire or attempt to hire (whether as an employee,consultant or otherwise), any Person who provided services (as an employee or consultant) to anyBusiness within the prior twelve (12) month period, or encourage any such Person to leave theemployment of any Business after the Closing Date; provided, that the restrictions in thisSection 2.6(d) shall not be applicable to the actual or attempted solicitation or hiring of(i) any Person whose employment is terminated by the Buyer after the Closing Date, (ii) anyemployee of Seller who does not become a Hired Employee at the time of Closing, or (iii) any Personlisted on Schedule 2.6(d).                    (e) Non-disruption. During the Restricted Period, none of the Restricted Personsshall, on their behalf or on behalf of any other Person, directly or indirectly, as an agent,representative, consultant, investor, owner, partner, manager, joint venturer, distributor orotherwise, interfere with, disrupt or attempt to disrupt any past, present or prospectiverelationship, contractual or otherwise, between any Business on the one hand, and
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any of itsrespective customers, prospective customers, suppliers, sales representatives,distributors, employees or consultants, on the other hand.                    (f) Negative Publicity. During the Restricted Period, none of the Restricted Personsshall make statements or any other expressions on television, radio, the internet or other media orto any third party, including, without limitation, in communications with any customers, suppliers,sales representatives or distributors, which are in any way disparaging or materially harmful toany Business, the Buyer or any of its Affiliates or the products and services of any Business, theBuyer or any of its Affiliates, except as required by Law. Additionally, during the RestrictivePeriod, none of the Buyer or any of its Affiliates shall make statements or any other expressionson television, radio, the internet or other media or to any third party, including withoutlimitation in communications with any customers, suppliers, sales representatives or distributorswhich are in any way disparaging or materially harmful to the Restricted Persons or any of theirrespective family members or Affiliates, except as required by Law.                    (g) Rights and Remedies Upon Breach. If any Restricted Person (or the Buyer withrespect to subsection (f) above) breaches, or threatens to commit a breach of, any of theprovisions of this Section 2.6 (the “***Restrictive Covenants***”), then each of the Buyer andits Affiliates shall have the right and remedy to have the Restrictive Covenants specificallyenforced by any court of competent jurisdiction, without the posting of a bond in excess of $5,000,it being agreed that any breach or threatened breach of the Restrictive Covenants would causeirreparable injury to the Buyer or its Affiliates and that money damages would not provide anadequate remedy to the Buyer and its Affiliates, which right and remedy is in addition to, and notin lieu of, any other rights and remedies available to the Buyer and its Affiliates under law or inequity.                    (h) Severability of Covenants. Each Restricted Person acknowledges and agrees thatthe Restrictive Covenants are reasonable, necessary and valid in duration and geographical scopeand in all other respects. If any court determines that any of the Restrictive Covenants, or anypart thereof, is invalid or unenforceable, the remainder of the Restrictive Covenants shall not beaffected thereby and shall be given full effect without regard to the invalid portions.                    (i) Blue-Penciling. If any court determines that any of the Restrictive Covenants, orany part thereof, are unenforceable because of the duration or geographical scope of suchprovisions, such court shall reduce the duration or scope of such provision, as the case may be, tothe minimum extent necessary such that, in its reduced form, such provision shall then beenforceable.          3. Closing.               3.1 Closing Date; Location. Unless this Agreement shall have been terminated and thetransactions contemplated hereby shall have been abandoned in accordance with Article 14,and provided that the conditions to the Closing set forth in Article 9 andArticle 10 are satisfied or waived, the consummation of the transactions contemplatedhereby (the “Closing”) shall take place at the offices of Tobin & Reyes, P.A. 5355 TownCenter Road,
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Suite 204, Boca Raton, Florida 33486, at 10:00 a.m., local time, on the second(2nd) business dayafter the satisfaction or waiver of the conditions to the Closing set forth in Article9 and Article 10 or such other place, date and time as the Parties shall agree. Thedate of the Closing is referred to as the “***Closing Date***.” If the Closing occurs, then the Closingshall be deemed to be effective as of 12:01 a.m., Eastern Time on the Closing Date.               3.2 Sellers’ Deliveries. At the Closing, the Sellers shall deliver to the Buyer thedocuments and items described in Section 11.1.               3.3 Buyer’s Deliveries. At the Closing, the Buyer shall deliver to the Sellers thedocuments and items described in Section 11.2.          4. Assumed Liabilities; Retained Liabilities; Certain Employee Matters.               4.1 Assumed Liabilities. At the Closing, the Buyer is assuming only those executoryobligations arising on the Closing Date and after the Closing under each of the Assumed Contractsand the Unexpired Leases, except for the Retained Liabilities (collectively, the “***AssumedLiabilities***”).               4.2 Retained Liabilities. Subject to Section 2.3 of this Agreement, the Buyer shallnot, by virtue of their acquisition of the Purchased Assets or otherwise, assume or becomeresponsible for any Liabilities of the Sellers or any Affiliate of the Sellers, or any of theBusinesses, of any kind and nature that are not expressly included within the definition of AssumedLiabilities (collectively, the “***Retained Liabilities***”), including but not limited to the following(but subject to Section 2.3 of this Agreement):                    (a) Liabilities for accounts payable, or trade indebtedness, indebtedness to banks and otherfinancial institutions (including the Wachovia Loan), or to shareholders, members or Affiliates;                    (b) Liabilities in respect of any employee for any wages, salary, vacation pay, sick leave payor pay for time not worked, back pay, severance or termination pay or other compensation, Taxes orarising in connection with or related to any Employee Benefit Plan, if any, including, pursuant tothe Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“***COBRA***”). The Sellersshall be responsible for providing notices and continuation coverage as required by COBRA to allemployees and other individuals who provide services to the Sellers in connection with theBusinesses, their eligible dependents and all other qualified beneficiaries, who have or had aCOBRA qualifying event prior to the Closing Date or in connection with the transactionscontemplated by this Agreement;                    (c) Liabilities relating to Taxes;                    (d) except to the extent arising from or relating to any actions or conditions which firstoccur or exist on or after the Closing Date with respect to the Buyer’s operation of the Branches,all Liabilities of the Sellers relating to any condition with respect to contamination of air,soil, surface or ground waters, and all other environmental media at any real property ever owned,leased or operated by any of the Sellers, including any of the Branches;
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                    (e) Liabilities relating to personal injury or property damage arising prior to the ClosingDate or relating to goods and services sold prior to the Closing Date and alleged by third partiesto be defective, including but not limited to all tort claims and claims seeking special orconsequential damages attributable to allegedly defective goods, materials or services supplied bythe Sellers;                    (f) Liabilities relating to any of the matters identified on either of Schedule 5.14or Schedule 5.15;                    (g) Liabilities and executory obligations resulting from, arising out of, relating to, orcaused by any breach of any Assumed Contract or Unexpired Lease occurring before the Closing Date;                    (h) Liabilities and executory obligations resulting from, arising out of, relating to, orcaused by any breach of warranty, infringement or violation of applicable Requirement of Lawoccurring before the Closing Date;                    (i) Liabilities and executory obligations resulting from, arising out of, relating to, orcaused by any event or condition occurring or existing on or before the Closing Date which throughthe passage of time or the giving of notice or both would constitute a breach or default by theSellers under any Assumed Contract or Unexpired Lease;                    (j) any other Liabilities of the Sellers or Liabilities arising out of the operations of theBusinesses or the Purchased Assets before the Closing Date by the Sellers, including for any civilor criminal damages or penalties (including punitive and exemplary damages allowed by law andinterest), imposed on or sought to be imposed on the Sellers or the Buyer or any of the officers,directors, members or stockholders of the Buyer, on account of any tortious, fraudulent, criminalor other act of the Sellers or any of their respective officers, directors, members orstockholders; and                    (k) All common area maintenance and other adjustments under the Assumed Leases for the periodprior to the Closing Date.Without limitation to the foregoing, the intent and objective of the Sellers and the Buyer arethat, except for the Assumed Liabilities, the Buyer shall not assume, and no transferee orsuccessor liability of any kind and nature shall attach to the Buyer pertaining to, any of theRetained Liabilities, if any, all of which Retained Liabilities shall be the sole responsibility ofand paid by the Sellers.               4.3 Certain Employee Matters.                    (a) The Buyer reserves the right, in its sole discretion, to make offers of employment to theemployees of the Sellers who provide services for and on behalf of the Sellers’ Businesses at eachBranch, all of which employees are listed on Schedule 4.3 (collectively, the “***Employees***”)as of and conditioned upon the occurrence of the Closing. The Buyer and the Sellers herebyacknowledge that any such offers of employment to the Employees shall be made on an at-will basisat substantially the same rate of compensation (exclusive of benefits) as is set forth onSchedule 4.3. Schedule 4.3 accurately sets forth, by Branch with
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respect to each Employee of the Sellers at such Branch (including any Employee who is on aleave of absence or on temporary layoff status subject to recall): (a) the name of such Employeeand the date as of which such Employee was originally hired by the Sellers; (b) such Employee’stitle and compensation structure (i.e., whether such employee receives compensation as a salariedor hourly employee); (c) such Employee’s annualized compensation if salaried or hourly rate if anyhourly employee as of the date of this Agreement, including base salary or hourly rate, vacationand/or paid time off, accrual amounts as of September 1, 2007, and any other compensation forms;and (d) any governmental authorization or Permit that is held by such Employee and that is used inconnection with the Businesses. Additionally, Schedule 4.3 includes a description of theSelling Entity’s bonus program for its employees. Nothing contained in this Agreement shall createany contract of employment or a promise of continued employment with the Buyer for any specifiedperiod, and no third party beneficiary rights are provided to any Employee pursuant to thisAgreement. Accordingly, the Buyer and the Sellers acknowledge that all offers of employment madeby the Buyer and the actual employment of any Employee shall, at all times, be subject to theBuyer’s right, in its sole discretion, to establish and modify, from time to time, the terms andconditions of the Employee’s employment and to terminate such employment at any time. Except asthe Buyer may otherwise expressly agree in writing, any Employee hired by the Buyer (a “***HiredEmployee***”) shall be treated as a new, at-will employee of the Buyer.                    (b) Hired Employees shall be employed by the Buyer solely in accordance with the Buyer’shiring and other employment policies and procedures, which may differ from the Selling Entity’semployment policies and procedures. Notwithstanding the foregoing, the Buyer shall have sole andabsolute responsibility for any financial or other commitments that the Buyer may have to any ofthe Hired Employees, including any and all claims or obligations arising under any and allemployment policies and procedures of the Buyer, under any employee benefit plan of the Buyer, orunder any local, state, or federal law, rule, or regulation regarding termination of employment forany employment loss which occurs on or after the hiring of any Hired Employee by the Buyer. TheBuyer shall be liable to each Hired Employee for all wages, severance benefits, unpaid vacationpay, unpaid sick and holiday pay, and other obligations of any kind whatsoever arising on and afterthe hiring of such Hired Employee by the Buyer. The Buyer is responsible for resolving anyconflicts, errors or discrepancies with regard to a Hired Employee involving the Buyer’s employeepolicies and procedures with respect to the period of time on and after a Hired Employee is hiredby the Buyer.                    (c) Buyer shall extend service credit to each employee of Selling Entity with respect to theBusiness conducted at the Branches who is hired by Buyer on the Closing Date (each, a “***HiredEmployee***”) for the full period of time each such Hired Employee worked for Selling Entity beforethe Closing Date. Nevertheless, although Buyer will base paid vacation time due each HiredEmployee upon the period of time the Hired Employee has worked both for the Selling Entity beforethe Closing Date and for Buyer on and after the Closing Date, each Hired Employee must work forBuyer for six (6) full months before the Hired Employee is eligible for any paid vacation (inaccordance with Buyers’ normal vacation policy).                    (d) Hired Employees shall be employed by Buyer solely in accordance with Buyer’s hiring andother employment policies and procedures, which may differ
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from Seller’s employment policies and procedures. Notwithstanding the foregoing, Buyer shallhave sole and absolute responsibility for any financial or other commitments that Buyer may have toany of the Hired Employees, including any and all claims or obligations arising under any and allemployment policies and procedures of Buyer, under any employee benefit plan of Buyer, or under anylocal, state, or federal law, rule, or regulation regarding termination of employment for anyemployment loss which occurs on or after the hiring of any Hired Employee by Buyer. Buyer shall beliable to each Hired Employee for all wages, severance benefits, unpaid vacation pay, unpaid sickand holiday pay, and other obligations of any kind whatsoever that accrue with respect to periodsafter the hiring of such Hired Employee by Buyer, and Selling Entity will pay to Hired Employees,as promptly after the Closing as practicable, all wages, severance benefits, unpaid vacation pay,unpaid sick and holiday pay, and other obligations of any kind whatsoever that accrue with respectto periods before the hiring of such Hired Employee by Buyer . Buyer is responsible for resolvingany conflicts, errors or discrepancies with regard to a Hired Employee involving Buyer’s employeepolicies and procedures with respect to the period of time on and after a Hired Employee is hiredby Buyer.                    (e) The Sellers and the Buyer each acknowledge and agree that no covered plant closing or masslayoff (as such terms are defined in the Worker Adjustment and Retraining Notification Act, 29U.S.C. § 2101 *et. seq.*) will occur with respect to the Branches up to and including the ClosingDate, that the transactions contemplated by this Agreement shall not result in a covered plantclosing or mass layoff, and that the Buyer does not intend to implement any such covered plantclosing or mass layoff with respect to the Branches after the Closing.                    (f) The Sellers agree that they shall continue to perform, at the Sellers’ expense, anypost-termination obligations to the terminated Employees and their eligible dependents, including,without limitation, continuation of health insurance coverage under any applicable group healthplan(s) pursuant to COBRA and the administration of any COBRA benefits or provision of noticesrelated thereto for COBRA-qualified beneficiaries who had a COBRA qualifying event before theClosing Date and those who elect COBRA benefits following their termination in connection with thetransactions contemplated by this Agreement.
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               4.4 Operation of Businesses after Closing. Buyer agrees that Buyer shall be solelyresponsible for, and Sellers shall have no responsibility for, the following liabilities relatingto the Businesses as conducted by Buyer on and after the Closing Date, except to the extent thatsuch liabilities constitute Retained Liabilities: (a) all United States federal, state and localincome tax liabilities based on the income of Buyer as a result of the Buyer’s operation of theBusinesses, Purchased Assets, and /or the Branches on and after the Closing Date; (b) allliabilities arising out of Buyer’s conduct of the Businesses on and after the Closing Date,including, without limitation, all trade payables first arising or accruing on and after theClosing Date, but excluding Retained Liabilities and any Liabilities attributable to the ExcludedAssets; (c) liabilities and obligations under the Assumed Liabilities first arising or accruing onand after the Closing Date; and (d) all obligations for salary and benefits due to employees ofBuyer, including, without limitation, any Hired Employees, first arising or accruing on and afterthe Closing Date for services provided on and after the Closing Date.          5. Representations and Warranties of the Sellers. The Sellers hereby jointly andseverally represent and warrant to the Buyer as of the Effective Date as follows:               5.1 Organization and Standing of the Selling Entity.                    (a) The Selling Entity (i) is a corporation duly organized, validly existing and in activestatus under the laws of the State of Florida, (ii) is duly qualified and authorized to do businessin each jurisdiction where it conducts business, owns property or has employees, except wherefailure to do so would not have a Material Adverse Effect on the Selling Entity, the PurchasedAssets or the Businesses, (iii) has the applicable corporate power and is entitled to carry on theBusinesses as now conducted by the Sellers, and (iv) is authorized to enter into and perform thisAgreement and the Transaction Documents entered into or to be entered into and performed by theSellers.                    (b) True and complete copies of the Selling Entity’s articles of incorporation and bylaws areattached to this Agreement as Schedule 5.1(b).                    (c) Each Selling Shareholder that is not a corporation, limited liability company, trust orpartnership is a competent adult.               5.2 Authorization; Enforceability.                    (a) This Agreement, the Transaction Documents delivered or to be delivered by the Sellers tothe Buyer and the transactions contemplated by this Agreement have been duly authorized by allapplicable corporate action required to be taken on the part of the Selling Entity, except as maybe limited by (i) bankruptcy, insolvency or other similar laws affecting creditors’ rightsgenerally, and (ii) equitable principles of general applicability..                    (b) Each of the Sellers has full capacity, power and authority to execute and deliver thisAgreement and the Transaction Documents.                    (c) This Agreement and each of the Transaction Documents entered into or to be entered intoand performed by the Sellers are and shall be legal, valid and
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binding obligations of the Sellers,enforceable against each of the Sellers, as applicable, inaccordance with their respective terms.               5.3 Ownership; Subsidiaries and Affiliates.                    (a) Except as set forth on Schedule 5.3(a), no person or entity owns record,beneficial or equitable ownership of the Selling Entity.                    (b) Except as set forth on Schedule 5.3(b), the Selling Entity does not own, directlyor indirectly, any debt, equity or other ownership or financial interest in any other entity. Noshares or other ownership or other interests, either of record, beneficially or equitably, in anyentity are included in the Purchased Assets.                    (c) Except as set forth on Schedule 5.3(c), the Sellers and/or their Affiliates do notoperate at any location other than the Branches any business that is similar to the Businesses thatare operated at any of the Branches.               5.4 Noncontravention of Contemplated Transactions; Consents and Government Approvals.                    (a) Except as set forth on Schedule 5.4(a), the execution, delivery and performance ofthis Agreement and the Transaction Documents delivered or to be delivered pursuant to thisAgreement by the Sellers, as applicable, and the consummation thereof do not and will not (i)violate any Requirements of Law applicable to the Sellers or any Order to which the Sellers aresubject or by which any of their respective properties are bound, (ii) conflict with, or result inthe breach of, or constitute (or with or without the passage of time or the giving of notice orboth could reasonably be expected to constitute) a default under any Permit, License, UnexpiredLease or material Contract of the Sellers related to any Business, (iii) result in the creation ofany Adverse Claim upon any of the Businesses, any of the Purchased Assets, or any of the AssumedLiabilities, or (iv) violate the Selling Entity’s articles of incorporation, bylaws or any otheragreement to which the Sellers are subject or by which any their properties are bound.                    (b) Except for applicable requirements of the Hart-Scott-Rodino Antitrust Improvements Act of1976, as amended (the “***HSR Act***”) and except as set forth on Schedule 5.4(b), no Consent orRegulatory Approval (excluding required Licenses and Permits of the Buyer) is required for theSellers to enter into and perform this Agreement or any of the Transaction Documents to be executedby the Sellers, or in connection with the Sellers’ consummation of the transactions contemplated bythis Agreement.               5.5 Financial Matters. Attached to this Agreement as Schedule 5.5 are thefollowing financial statements of the Selling Entity (collectively, the “***Financial Statements***”):(a) audited balance sheets and the statements of income as of and for each of the twelve (12)months ended December 31, 2006 and 2005 (the “***Year-End Financial Statements***”); and (b) theunaudited balance sheets and statements of income as of and for the eight (8) months ended August31, 2007 (referred to herein as the “***Most Recent Financial Statements***”). The Year-End FinancialStatements have been prepared in accordance with generally accepted accounting principles in theUnited States (“***GAAP***”) consistently applied
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through the periods involved and fairly present, in allmaterial respects, the financial conditionand results of operations of the Selling Entity as of and for the periods ended the datethereof. The Most Recent Financial Statements have been prepared on a cash basis of accountingconsistently applied through the periods involved and fairly present, in all material respects, thefinancial condition and results of operations of the Selling Entity as of and for the periods endedthe date thereof. The Financial Statements were prepared from, and properly reflect, the books andrecords of the Selling Entity, all of which books and records accurately and fairly reflect, in allmaterial respects and in reasonable scope and detail, the revenues and expenses, assets andliabilities of the Selling Entity and such other information as is contained therein.               5.6 Undisclosed Liabilities and Obligations. Except as set forth on Schedule5.6, the Selling Entity has no Liabilities except to the extent reflected or reserved againstin the Most Recent Financial Statements or incurred in the ordinary course of business consistentwith past practice since the date of the Most Recent Financial Statements.               5.7 No Changes. Except as set forth on Schedule 5.7, since December 31, 2006:                    (a) the Sellers have operated the Businesses in the ordinary course in a manner consistentwith past practices and paid and discharged, in accordance with past practice but not less than ona timely basis, all of the Selling Entity’s payables and other Liabilities;                    (b) there has not been any development, event, change, circumstance or condition, whetherconsidered alone or together any other one or more developments, changes, circumstances orconditions, that has had, or could have, a Material Adverse Effect upon any of (A) the PurchasedAssets, (B) the nature and amount of the Assumed Liabilities, (C) the ability of the Sellers tosatisfy and discharge fully the Retained Liabilities, (D) the business, prospects, operations,results of operations, liabilities or condition (financial or otherwise) of the Selling Entity, and(E) the ability of the Sellers to consummate the Transactions;                    (c) there has not been any material loss, damage or destruction, whether covered by insuranceor not, relating to or affecting the Businesses or the Purchased Assets;                    (d) there has not been any increase in the compensation, salaries, commissions or wagespayable or to become payable to any employees or agents of the Businesses, including any bonus orother employee benefit granted, made or accrued in respect of such employees or agents, or anyincrease in the number of such employees or agents (including any such increase or change pursuantto any Employee Benefit Plan, employment agreement or other commitment), except those granted, madeor accrued in the ordinary course of business consistent with past practice;                    (e) there has not been any labor dispute or disturbance relating to or affecting theBusinesses, other than routine individual grievances that are not material to the
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conduct,financial condition, Purchased Assets, Liabilities, Business, prospects or operations of theBusinesses;                    (f) there has not been any increase in the Sellers’ investment in or receivable from anyAffiliate of the Selling Entity;                    (g) there has not been any indebtedness for borrowed money incurred, assumed or guaranteed bythe Selling Entity, except in the ordinary course of business consistent with historical levels andpast practice;                    (h) there has not been any Lien made on any assets of the Businesses other than PermittedLiens;                    (i) there has not been any entering into, amendment or early termination of any Contractrelating to employment to which the Selling Entity is a party, or any entering into, amendment orearly termination of any material Contract to which the Selling Entity is a party, or any releaseor waiver of any material claims or rights under any Contract to which the Selling Entity is aparty, other than in the ordinary course of business;                    (j) there has not been any loan or advance made by the Selling Entity to any person or entity,other than advances made in the ordinary course of the Businesses or to the Selling Entity’semployees in the ordinary course of business in accordance with past practice;                    (k) there has not been any grant of credit by the Selling Entity to any customer (includingany distributor) on terms or in amounts more favorable than those that have been extended to suchcustomer in the past, any other change in the terms of any credit heretofore extended by theSelling Entity or any other change of the Selling Entity’s policies or practices with respect tothe granting of credit;                    (l) there has not been any discharge, satisfaction or agreement to satisfy or discharge anyLiability of the Selling Entity, other than the discharge or satisfaction in the ordinary course ofbusiness of current Liabilities reflected on the face of the Most Recent Financial Statements andcurrent Liabilities incurred since the date of the Most Recent Financial Statements in the ordinarycourse of business;                    (m) there has not been any deferral, extension or failure to pay any of the Liabilities of theSelling Entity as when the same become due or any allowance of the level of the Liabilities of theSelling Entity to increase in any material respect or any prepayment of any of the Liabilities ofthe Selling Entity;                    (n) the Sellers have not made any change to the financial or Tax accounting methods,principles or practices used by the Selling Entity, except to the extent required by GAAP;                    (o) the Sellers have not sold, leased, exchanged, transferred or otherwise disposed or, oragreed to sell, lease, exchange, transfer or otherwise dispose of, any assets of the Selling Entitywith an individual fair money value of $100,000 or more, in each
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case, or $250,000 in the aggregatewhich is not reflected in the Most Recent Financial Statements; and                    (p) the Sellers have not entered into any Contract or written commitment to do any of theforegoing.               5.8 Title to Properties.                    (a) Except for (i) the properties and assets which are leased or licensed by the Sellers andidentified with respect to each Branch on Schedule 1.1(b); (ii) the items of Softwarelicensed to the Sellers and identified as such on Schedule 1.1(h); and (iii) the LeasedReal Property on which each Branch and the corporate office is located, the Selling Entity has goodand marketable title to all the Purchased Assets being sold by the Sellers to the Buyer, free andclear of all Adverse Claims, except the Permitted Liens. The Selling Entity has a valid andenforceable license, lease and right to use all assets included within the Purchased Assets whichare either licensed or leased by the Selling Entity, and the Selling Entity enjoys peaceful andundisturbed possession thereunder.                    (b) Except as otherwise identified on Schedule 5.8, all of the Purchased Assets beingsold by the Sellers to the Buyer are located at the Sellers’ Branches or corporate offices, and thePurchased Assets constitute all of the assets, tangible and intangible, and include all of theleases, licenses and other agreements necessary to operate the business of the Selling Entity aspresently conducted at each of the Sellers’ Branches. Except as otherwise expressly contemplatedby the first sentence of this Section 5.8, no person or entity (including any Affiliate ofthe Sellers) owns or has any right or interest in any of the Purchased Assets used in connectionwith any of the Businesses.               5.9 Real Estate.                    (a) The Sellers do not own any real property used in the Business. The only real propertyused by the Selling Entity are the Branches and the corporate office, each of which is leasedpursuant to the leases identified on Schedule 1.1(b) (collectively, the “***Leased RealProperty***” or the “***Real Property***”).                    (b) To the Sellers’ Knowledge, none of the Unexpired Leases and no extract or memorandumtherefor has been recorded or filed with any recording or filing office of any jurisdiction by theSellers and by the landlord thereunder.                    (c) To Seller’s Knowledge (provided that this knowledge qualifier shall not apply in the caseof improvements made by a Seller), all buildings, structures, fixtures and improvements, and allmechanical and operating systems comprising a part of the Real Property are structurally sound, incompliance with all material Requirements of Law and restrictive covenants, easements and anysimilar instruments and agreements pertaining thereto and in good condition, ordinary wear and tearexcepted, and are sufficient to carry on the Businesses as conducted thereon. The Sellers are notaware of any uncured deficiencies by any landlord for any of the Branches and the Sellers havegiven the landlords all notices required to be given under the Assumed Leases.
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                    (d) All utilities and services currently provided to the Branches, including alarm services,if any, are adequate for use in the Businesses as currently conducted thereon.                    (e) The use and operation of the Branches are in conformance with all applicable Requirementsof Law, Orders and Permits, except where failure to conform with applicable Requirements of Law,Orders and permits would not have a Material Adverse Effect on the Purchased Assets or Businesses.All utility charges previously due prior to the Effective Date and payable with respect to eachBranch have been fully paid.                    (f) To Sellers’ Knowledge, there are currently no restrictions on entrance to or exit from anyof the Branches to adjacent public streets and highways and, to the Sellers’ Knowledge, noconditions exist that will result in the termination of the present access to and from any of theBranches to existing public streets and highways.                    (g) To Sellers’ Knowledge, there are no proposed reassessments (other than regular periodicreassessments required by statute) of any of the Real Property by any Governmental or RegulatoryAuthority and there are no contingencies existing under which any assessment for real estate taxesmay be retroactively filed against the Real Property.                    (h) The Sellers have never received written notice of default in the performance, observanceor fulfillment of any material obligation, covenant or condition contained in any Lease, easement,restrictive covenant or any similar instrument or agreement affecting any of the Real Property,which have not been cured or otherwise resolved to the reasonable satisfaction of the applicablelandlord, landowner or governmental authority.                    (i) To the Sellers’ Knowledge, there are no condemnation, appropriation or other proceedingsinvolving any taking of any of the Branches pending or threatened.                    (j) The Sellers have provided or caused to be provided to the Buyer true and complete copiesof each Unexpired Lease.                    (k) Except as set forth on Schedule 5.9, no work has been performed on or materialssupplied to the Real Property within any applicable statutory period which will give rise tomechanics’ or materialmen’s liens.                    (l) Except as set forth on Schedule 5.9, no notices to governmental agencies, Permits,licenses, approvals, taxes or fees (other than recording fees) are required to be filed, secured orpaid for respecting either (i) the transfer of the leases of the Leased Real Property from theSellers to the Buyer (other than landlord consents to assignment) as set forth in this Agreement or(ii) the entering of the Sellers and the Buyer into the Lease Agreements.                    (m) To the Sellers’ Knowledge, there have been no occurrences or actions at any of the LeasedReal Property during the respective lease terms for such Leased
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Real Property that would form thebasis for any claims, actions or legal proceedings by the respective landlords or any other thirdparties.               5.10 Condition of Purchased Assets. The Purchased Assets are currently being used tocarry on the Business as currently conducted and are in good conditionand repair, ordinary wear and tear and obsolescence excepted. The operation and the use ofthe Purchased Assets are in conformance with all applicable Requirements of Law, Orders andPermits, except where failure to do so would not have a Material Adverse Effect on the PurchasedAssets or the Businesses.               5.11 Environmental. To the Knowledge of Sellers, there have occurred no events,conditions, circumstances, activities, practices, incidents, or actions that may give rise to anycommon law or statutory liability, or otherwise form the basis for any Legal Proceeding (as definedin Section 5.14), Order, remedial or responsive action, or study or investigation involvingor relating to the Sellers or any Branch, based upon or related to the manufacture, processing,distribution, use, treatment, storage, disposal, transport or handling, or the emission, discharge,release or threatened release into the environment of any pollutants, contaminants, chemicals orhazardous substances.               5.12 Contracts and Commitments. Schedule 1.1(c) lists all Assumed Contractsother than the Unexpired Leases. True and complete copies of all written Contracts so listed havebeen delivered to the Buyer. In addition, Schedule 5.12 contains a true and completedescription by the Sellers of all of the material terms of all oral Contracts, if any, included onSchedule 1.1(c). The Sellers are not and, to the Sellers’ Knowledge, all other parties toany Unexpired Lease or Assumed Contract are not in breach of, or default under, any provisionthereof, and no event has occurred which with or without the passage of time or the giving ofnotice or both would constitute a breach or default thereunder with respect to the Sellers and, tothe Sellers’ Knowledge, with respect to such other parties to such Assumed Contracts and UnexpiredLeases. No party to any Unexpired Lease or Assumed Contract has provided the Sellers with noticeof such party’s intention to terminate or withdraw its participation in any Unexpired Lease orAssumed Contract. All copies of each written Assumed Contract delivered to the Buyer and thedescriptions of each oral Contract contained in Schedule 1.1(c) contain and describe theentire agreement between the parties to such Contract as to the subject matter of such Contract,and there have been no waivers, forbearances or modifications of any kind whatsoever to the expressterms set forth in such written Contract or as described with respect to such oral Contract.               5.13 Patents, Trademarks, Copyrights and Domains. The Sellers do not own any patentsor any patent applications. Schedules 1.1(f) and 1.1(g) contain complete and correct listsof all Copyrights, Trademarks and Domains owned or used by the Sellers in the conduct of theBusinesses. Schedule 1.1(h) contains a complete and correct list of all Software used inthe operations of the Businesses. Except as set forth on Schedule 5.13, the Sellers haveno obligation to make any payments by way of royalties, fees, or otherwise to any owner or licensorof, or other claimant to, any Copyright, Trademark or Domain on account of the Sellers’ conduct ofthe Businesses. To the Sellers’ Knowledge, the Sellers are not infringing or misappropriating, andthe Sellers have not infringed upon or misappropriated, the rights of any other person or entity inconnection with the operation of the Businesses.
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               5.14 Pending Litigation, Proceedings or Investigations. Except as set forth onSchedule 5.14, there is no suit, action, asserted claim, arbitration, grievance,litigation, administrative or other proceeding (a “***Legal Proceeding***”) pending or, to the Sellers’Knowledge, threatened, against or related to the Selling Entity, the Businesses, the AssumedLiabilities or the Purchased Assets or which could adversely affect or restrict the ability ofthe Sellers to consummate fully the transactions contemplated by this Agreement. Schedule5.14 also contains a true and complete list of all Orders to which the Sellers or, to theextent relating to the Sellers or the Businesses, are subject or by which any of their respectiveproperties are bound.               5.15 Absence of Restrictions; Compliance with Laws; Permits. Except as set forth onSchedule 5.15, the Sellers are not subject to any Assumed Contract or Unexpired Lease thathas the effect of limiting the Sellers’ right to engage or compete with any person or entity in anybusiness. The Sellers have operated the Businesses in compliance with all Requirements of Law(including, without limitation, Chapter 560, Florida Statutes) and are not in violation of, or indefault under, any Requirement of Law applicable to the Sellers or any Order issued or pendingagainst the Sellers or by which the Sellers or any of their respective properties are bound. TheSellers have obtained or filed all Permits and Licenses that are required for the operation of theBusinesses and the Branches. Schedule 1.1(j) contains a complete and accurate list, byBranch, of all of the Sellers’ Permits and Licenses. All such Permits and Licenses were made inaccordance with applicable Requirements of Law when obtained or filed. Except as set forth onSchedule 5.15, no deficiencies have been asserted by any Governmental or RegulatoryAuthority with respect to any Permit or License or applicable Requirements of Law that has not beenfinally resolved. All Permits and Licenses are valid and in full force and no revocation,cancellation, or withdrawal thereof has been effected or threatened, and the Businesses have at alltimes been operated in compliance with such Permits or Licenses.               5.16 Deferred Presentment Agreements to Customers.                    (a) Schedule 1.1(a)(i) will, as of the Closing Date, contain a complete and accuratelisting of each Deferred Presentment Agreement outstanding as of the Closing Date within eachBranch, indicating the due date of the Deferred Presentment Agreement and whether any DeferredPresentment Agreement is in default.                    (b) There has been no fraud, dishonesty or misrepresentation on the part of the Sellers, andthe Sellers have no knowledge that they have entered into any Deferred Presentment Agreements inwhich there was fraud, dishonesty or misrepresentation on the part of any Customer.                    (c) No Deferred Presentment Agreement is subject to any legally enforceable right ofrescission, set-off, counterclaim or defense, including the defense of usury, nor will theoperation of any of the terms of any Deferred Presentment Agreement, or the exercise of any rightthereunder, render such Deferred Presentment Agreement unenforceable, in whole or in part, orsubject such Deferred Presentment Agreement to any legally enforceable right of rescission,set-off, counterclaim or defense, including the defense of usury and no such right of rescission,set-off, counterclaim or defense has been asserted with respect thereto.
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                    (d) All Requirements of Law including usury, truth in lending, consumer credit protection,equal credit opportunity or disclosure laws applicable to the origination and servicing andcollection of each Deferred Presentment Agreement have been complied with in all material respects.                    (e) The Sellers have no knowledge that (i) any Deferred Presentment Agreement is not genuineor not a legal, valid and binding obligation of the Customer thereof, nor that (ii) any DeferredPresentment Agreement is unenforceable in accordance with its terms.                    (f) The Sellers have no knowledge that (i) any of its Customers lacked legal capacity to enterinto a Deferred Presentment Agreement, (ii) any Deferred Presentment Agreement was not duly andproperly executed by the Customer or (iii) any proceeds of any Deferred Presentment Agreement werenot duly disbursed.                    (g) All parties which have had any interest in any Deferred Presentment Agreement, whether asassignee, pledgee or otherwise, are (or, during the period in which they held and disposed of suchinterest, were) in compliance with any and all applicable “doing business” and licensingRequirements of Law.                    (h) The Sellers have not waived any default, breach, violation or event of acceleration underany Deferred Presentment Agreement. Schedule 5.16(h) sets forth a complete and accuratelist of all Deferred Presentment Agreements that are in default as of the Closing Date (with theschedule to be provided as of the Closing Date).                    (i) The number of Customers of the Selling Entity that filed for protection under a bankruptcyproceeding following the origination of a currently outstanding Deferred Presentment Agreement isnot materially and disproportionately larger than the number of Customers of Selling Entity thathave historically filed for bankruptcy protection prior to the date of this Agreement following theexecution of a Deferred Presentment Agreement by such Customers.                    (j) No Deferred Presentment Agreement is secured by any collateral.                    (k) Each Customer has received all disclosures required by all applicable Requirements of Lawwith respect to deferred presentment transactions of the same type as the Deferred PresentmentAgreement made to such Customer and any rescission materials required by all applicableRequirements of Law.                    (l) The Selling Entity is the sole owner and holder of the Deferred Presentment Agreementsoriginated by the Selling Entity. No Deferred Presentment Agreement has been assigned or pledgedby the Selling Entity (excluding liens filed by Wachovia Bank National Association in connectionwith the Selling Entity’s line of credit with such lienholder, all of which liens shall beterminated as of Closing), and the Selling Entity has good and marketable title thereto, free andclear of all Adverse Claims, except for Permitted Liens. The Sellers have full right to transferand sell each Deferred Presentment Agreement to the Buyer, free and clear of Adverse Claims, exceptfor Permitted Liens, and have full right and
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authority, subject to no interest or participation in,or agreement with any other person or entity to sell or otherwise transfer such DeferredPresentment Agreement. The sale of each Deferred Presentment Agreement as and in the mannercontemplated by this Agreement is sufficient to fully transfer to the Buyer all right, title andinterest of the Selling Entity thereto as noteholder.                    (m) Each Deferred Presentment Agreement was underwritten in accordance with the Sellers’processes, procedures and guidelines for the making of such Deferred Presentment Agreements ineffect at the time of origination, and supported by appropriate documentation contained in the filefor such Deferred Presentment Agreement. With respect to each Deferred Presentment Agreement, theSellers maintain a file which contains the original Deferred Presentment Agreement and evidence, inaccordance with applicable Requirements of Law, of all disclosures to, and acknowledgments by, theborrower with respect to the terms and conditions of such Deferred Presentment Agreement.                    (n) No Customer has notified the Sellers, and no relief has been requested or allowed to anyCustomer, under the Servicemen’s Civil Relief Act, except as set forth on Schedule 5.16(n).               5.17 Solvency. On and as of the date of this Agreement, and after giving effect tothe Closing and the other Transactions, the Sellers are not, nor will be, insolvent as defined in,or otherwise in a condition which could render any transfer or conveyance made by the Sellersavoidable or fraudulent pursuant to, any Requirement of Law pertaining to bankruptcy, insolvency orcreditors’ rights generally or relating to fraudulent conveyances, fraudulent transfers orpreferences. The Sellers are receiving reasonably equivalent value and consideration from theBuyer for the Purchased Assets being sold by the Sellers and are not selling such Purchased Assetsto the Buyer with the intent to hinder, delay or defraud any of their creditors.               5.18 No Brokers. The Sellers have not engaged any person or entity as a broker,finder or intermediary for or on account of any of the Transactions.               5.19 Receivables. Other than the Deferred Presentment Agreements and Returned Checks,the Sellers have no Receivables.               5.20 Tax Matters. The Selling Entity has duly and timely filed all Tax Returnsrequired to be filed by it. The Sellers have provided the Buyer with true and complete copies ofall federal and state income Tax Returns for the Selling Entity for the tax years ended December31, 2006, 2005 and 2004. Each Tax Return filed by the Selling Entity was true and complete in allmaterial respects when filed. The Selling Entity has fully paid all Taxes that were due andpayable, or asserted or claimed to be due and payable by any federal, state or local tax authorityfrom the Selling Entity for the period covered by the applicable Tax Returns or any statement orother document issued by any such tax authority. The Sellers have not received any outstanding andunresolved notices from the IRS or any other governmental or regulatory authority of any proposedexamination or of any proposed change in reported information relating to the Selling Entity exceptas set forth on Schedule 5.20. There are no Adverse Claims of any kind for Taxes upon anyof the Purchased Assets other than for those Adverse Claims for Taxes not yet due and payable. TheSelling Entity has complied with all applicable
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Requirements of Law relating to the payment andwithholding of Taxes (including withholding Taxes pursuant to Sections 1441 and 1442 of the Code).All monies that the Selling Entity is required by applicable Requirement of Law to collect orwithhold from the employees of the Selling Entity for income Taxes, social security and otherpayroll Taxes, or from independent contractors, shareholders or other third parties, have, withinthe time and manner presented byapplicable Requirement of Law, been collected or withheld, and paid to the respectivegovernmental or regulatory authority.               5.21 Officers and Directors. Except as set forth on Schedule 5.21 attached tothis Agreement, none of the officers, directors or shareholders of the Selling Entity has, withinthe past five (5) years:                    (a) been convicted of, or pled guilty or no contest to, any crime (other than traffic offensesand other minor offenses);                    (b) been named as a subject of any criminal Legal Proceeding (other than for traffic offensesand other minor offenses);                    (c) been the subject of any Order or sanction relating to an alleged violation of, orotherwise found by any governmental or regulatory authority to have violated: (i) any Requirementof Law relating to consumer lending, (ii) any Requirement of Law respecting financial institutions,insurance companies, or fiduciary duties owed to any person or entity, (iii) any Requirement of Lawprohibiting fraud (including mail fraud or wire fraud); or                    (d) been the subject of any Order enjoining or otherwise prohibiting him or her from engagingin any type of business activity.During the past five (5) years, (i) no petition under the Federal bankruptcy laws or any stateinsolvency or similar law has been filed by or against, and (ii) no receiver, conservator, fiscalagent or similar officer has been appointed for, the Selling Entity, the officers, directors, orshareholders of the Selling Entity or any partnership in which any of the foregoing individuals wasa general partner or any entity of which any of the foregoing individuals was a director or anexecutive officer or had a position having similar powers and authority at or within two (2) yearsof the date of such filing or appointment.               5.22 Additional Employee Matters. The information contained in Section 4.3 istrue and complete in all material respects. Each Employee’s employment by the Sellers is“at-will.” The Sellers have no obligation to pay any Employee any severance or similar payments.No Seller is a party to or bound by any collective bargaining agreement and no collectivebargaining agreement covering the Sellers’ employees is currently being negotiated. To theSellers’ Knowledge, there are no threatened or contemplated attempts to organize for collectivebargaining purposes any of the Sellers’ employees. There is no, and since January 1, 2002, therehas been no, work stoppage, strike, slowdown, picketing or other labor disturbance or controversyby or with respect to the Sellers’ employees or former employees. In addition, except as set forthon Schedule 5.22, no dispute with or claim against the Sellers relating to any labor oremployment matter including employment practices, discrimination, terms and conditions ofemployment, or wages and hours is outstanding or, to the Sellers’
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Knowledge, is threatened. Thereis no claim or petition pending before, and at no time since January 1, 2005, has there been, anyclaim or petition made to, any governmental or regulatory authority including the National LaborRelations Board or the Equal Employment Opportunity Commission against the Sellers with respect toany labor or employment matter, except as set forth on Schedule 5.22.               5.23 Employee Benefit Plans.                    (a) No action or failure to take an action by the Sellers, any Affiliate of the Sellers(including Affiliates by reason of Sections 414(b), 414(c) or 414(m) of the Code (“***ERISAAffiliates***”)), or any other person, and no facts or circumstances exist that, could directly orindirectly subject the Buyer or any of its Affiliates (or any of their employees or directors) toany Liability of any nature with respect to any pension, profit-sharing, welfare, hospitalization,insurance, bonus, incentive, perquisite, paid time off, severance, employment or other benefitplan, policy, practice or agreement which is now, or has been at any time, sponsored, maintained,contributed to, or required to be contributed to by the Sellers or any of their ERISA Affiliates,to which the Sellers or any of their ERISA Affiliates are a party, or with respect to which theSellers or any of their ERISA Affiliates has or could have any Liability of any nature (each suchplan, policy, practice or agreement is referred to herein as a “***Benefit Plan***”).                    (b) The only Benefit Plan sponsored or maintained by the Sellers that is subject to ERISA isCCS Financial Services, Inc. 401(k) Profit Sharing Plan. A true and complete copy of such BenefitPlan has been provided to the Buyer. Neither the Sellers nor any ERISA Affiliate has eversponsored, maintained, contributed to or had any obligation to contribute to any Benefit Plansubject to Section 412 of the Code, or Title IV of ERISA, or intended to be qualified under Section401(a) of the Code. No Employee is employed outside the United States, and no Benefit Plan issubject to the laws of any foreign jurisdiction.                    (c) Except as set forth on Schedule 5.23(c)(1), there are no current or formeremployees of the Selling Entity who are on leave of absence under either of the Uniformed ServicesEmployment or Reemployment Rights Act or the Family Medical Leave Act. Schedule 5.23(c)(2)reflects: (i) each individual who has elected or has a right to elect continuation coverage underany Employee Benefit Plan pursuant to COBRA (29 U.S.C. §§1161 to 1169), as amended; and (ii) thedate and type of each such individual’s qualifying event (as defined in 29 U.S.C. §1163).                    (d) Excluding (i) death benefits or retirement benefits under any Employee Benefit Plan thatis qualified under Section 401(a) of the Code and (ii) benefits, the full cost of which is borne bythe current or former employee (or his beneficiary), no Employee Benefit Plan provides benefits,including death or medical benefits (whether or not insured), with respect to current or formeremployees after retirement or other termination of service.               5.24 Accuracy and Completeness of Information. All written information furnished tothe Buyer by the Sellers that is set forth in this Agreement or in any schedule to this Agreement(“***Written Information***”) is, and if furnished after the date of this
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Agreement, will be, true andcorrect in all material respects and does not, and if furnished after the date of this Agreement,shall not, contain any untrue statement of material fact or fail to state any material factnecessary to make such Written Information, in the context and under the circumstances in which itis made, not misleading.               5.25 FIRTPA. No Seller is a “foreign person,” “foreign corporation” or“foreign partnership” within the meaning of Section 1445 of the Code and the regulationsthereunder.               5.26 Insurance. Set forth in Schedule 5.26 is a complete and accurate listand description of all policies of fire, liability, product liability, workers compensation, healthand other forms of insurance presently in effect with respect to the Businesses, the PurchasedAssets and the Real Property (each a “***Policy***” and collectively, the “***Policies***”), true and correctcopies of which have heretofore been delivered to the Buyer. Schedule 5.26 includes,without limitation, the carrier, the description of coverage, the limits of coverage, retention ordeductible amounts, amount of annual premiums, date of expiration and the date through whichpremiums have been paid with respect to each such Policy, and any pending claims in excess of$50,000. All such Policies are valid, outstanding and enforceable policies and provide insurancecoverage for the Real Property, the Purchased Assets and operations of the Selling Entity.Schedule 5.26 indicates each Policy as to which (a) the coverage limit has been reached or(b) the total incurred losses to date equal 75% or more of the coverage limit. No notice ofcancellation, termination or refusal to renew has been received with respect to any such Policy,and no Seller has knowledge of any act or omission of the Selling Entity which could reasonably beexpected to result in cancellation of any such Policy prior to its scheduled expiration date. TheSelling Entity has not been refused any insurance with respect to any aspect of the operations ofthe Businesses nor has its coverage been limited by any insurance carrier to which it has appliedfor insurance or with which it has carried insurance during the last three years. The SellingEntity has duly and timely made all claims it has been entitled to make under each Policy ofinsurance, except for claims that have otherwise been resolved or as to which the Selling Entity ismaking good faith commercially reasonable efforts to resolve. Since January 1, 2005, all productsliability and general liability Policies maintained by or for the benefit of the Selling Entityhave been “occurrence” Policies and not “claims made” Policies. There is no claim by the SellingEntity pending under any such Policies as to which coverage has been questioned, denied or disputedby the underwriters of such Policies, and no Seller knows of any basis for denial of any claimunder any such Policy. No Seller has received any written notice from or on behalf of anyinsurance carrier issuing any such Policy that insurance rates therefor will hereafter besubstantially increased (except to the extent that insurance rates may be increased for allsimilarly situated risks) or that there will hereafter be a cancellation or an increase in adeductible (or an increase in premiums in order to maintain an existing deductible) or nonrenewalof any such Policy. Such Policies are sufficient in all material respects for compliance by theSelling Entity with all Requirements of Law and with the requirements of all material Contracts towhich the Selling Entity is a party.               5.27 Affiliates’ Relationships to Selling Entity.
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                    (a) Contracts With Affiliates. All leases, contracts, agreements or otherarrangements between the Selling Entity and any of its Affiliates are described on Schedule5.27(a).                    (b) No Adverse Interests. No Affiliate has any direct or indirect interest in (i) anyentity which does business with the Selling Entity or is competitive with the Businesses, or (ii)any property, asset or right which is used by the Selling Entity in the conduct of the Businesses.                    (c) Obligations. All obligations of any Affiliate of the Selling Entity to theSelling Entity, and all obligations of the Selling Entity to any Affiliate of the Selling Entity,are listed on Schedule 5.27(c).          6. Representations and Warranties of the Buyer. The Buyer represents and warrants tothe Sellers as follows:               6.1 Organization and Standing of Buyer. The Buyer (i) is a corporation dulyorganized, validly existing and in good standing under the laws of the State of Delaware, and (ii)has the authority to engage in the Businesses.               6.2 Authorization. The execution, delivery and performance by the Buyer of thisAgreement, the Transaction Documents to be entered into and performed by the Buyer and theTransactions have been duly authorized by all necessary organizational action on the part of theBuyer. This Agreement and each of the Transaction Documents entered into by the Buyer or to beentered into or performed by the Buyer have been duly entered into by the Buyer and constitute thelegal, valid and binding obligations of the Buyer, enforceable against the Buyer in accordance withtheir terms, except as may be limited by (i) bankruptcy, insolvency or other similar laws affectingcreditors’ rights generally and (ii) equitable principles of general applicability.               6.3 Noncontravention of Contemplated Transactions; Consents and Government Approvals.The execution, delivery and performance of this Agreement and the Transaction Documents deliveredor to be delivered pursuant to this Agreement by the Buyer and the consummation thereof do not andwill not: (i) violate any Requirements of Law applicable to the Buyer or any Order to which theBuyer is subject or by which the Buyer’s properties are bound; or (ii) conflict with, or result inthe breach of, or constitute (or with or without the passage of time or the giving of notice orboth might constitute) a default under any material contract of the Buyer, or (iii) violate theBuyer’s certificate of incorporation or bylaws. Except for applicable requirements of the HSR Actand as set forth on Schedule 6.3, no Consent or Regulatory Approval is required for theBuyer’s entering into and performance of this Agreement or any of the Transaction Documents to beexecuted by the Buyer or in connection with the Buyer’s consummation of the transactionscontemplated by this Agreement.               6.4 Authority; Finances. The Buyer has full authority to act for itself, and theBuyer is financially capable of consummating each obligation of the Buyer under the TransactionDocuments.
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               6.5 No Brokers. The Buyer has not engaged any person or entity as a broker, finder,or intermediate for or on account of any of the Transactions.          7. Transfer Taxes and Fees. The Sellers shall pay all transfer, documentary, sales,use, stamp, registration and other Taxes and fees, if any, which may be payable with respect to theTransactions and will file all Tax Returns and documentation related thereto. If required byapplicable law, the Buyer will join in the execution of any such Tax Return and otherdocumentation. Additionally, Buyer shall reimburse Sellers up to $25,000 in out-of-pocket costsactually incurred by Sellers and paid to landlords under Unexpired Leases in order to obtainConsent and Estoppel Certificates from such landlords with respect to the Unexpired Leases.Buyer will be responsible for all costs and expenses incurred by Buyer in connection with obtainingany required licenses necessary to own and operate the Businesses from and after Closing, includingwithout limitation any occupational licenses from local governments and any licenses required fromthe Florida Office of Financial Regulation.          8. Covenants Prior to the Closing.               8.1 Pre-Closing Access to Information. From the date hereof until the Closing, exceptas prohibited by applicable Law, the Sellers shall, and shall cause all of the Selling Entity’sofficers, employees, agents, independent accountants and advisors to, furnish to the Buyer and itsrepresentatives, at reasonable times and places, (a) such access to the Branches as the Buyer mayfrom time to time reasonably request, (b) such access to the assets, books and records of theSellers as the Buyer may from time to time reasonably request and (c) such access to financial andoperating data and other information relating to the Sellers as the Buyer may from time to timereasonably request, including access to the work papers of the Sellers’ independent auditors (withthe consent of such auditors, which the Sellers obtained prior to the date hereof);provided, that any such access shall be limited to normal business hours upon thereasonable prior written request of the Buyer and shall not be conducted in a manner to interferewith the Selling Entity’s operations. The Buyer shall be entitled to inspect, examine, audit andphotocopy all of such documents. In addition, during such period, with the prior consent of theSelling Entity in each instance (which consent shall not be unreasonably withheld or delayed), theBuyer and its representatives shall have access to suppliers, customers, officers, employees andagents of the Sellers and others having business dealings with the Sellers for the purpose ofperforming the Buyer’s due diligence investigation.               8.2 Conduct of Business Pending the Closing. From the date hereof until the Closing,except as required or contemplated by the express terms of this Agreement and except for anyactions taken by the Sellers of the type set forth in Schedule 8.2 or otherwise consentedto by the Buyer in writing:                    (a) No Changes. The Sellers will carry on the Businesses in the same manner asheretofore and will not make or institute any material changes in the methods of purchase, sale,management, accounting or operation. Subject to applicable Law, the Sellers will use reasonableefforts to keep the Buyer informed as to the operations and activities of the Sellers and consultwith representatives of the Buyer on important matters relating to or affecting the Sellers’Businesses, assets or Liabilities.
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                    (b) Maintain Organization. The Sellers will take such action as is reasonablynecessary to maintain, preserve, renew and keep in favor and effect the existence, rights,qualifications, licenses, permits, consents, authorizations, and regulations of the Sellers. TheSellers will use their best efforts to preserve the Businesses intact, to keep available to theBuyer their current employees and to preserve for the Buyer their current relationships withsuppliers, customers, officers, employees and agents of the Sellers and others having businessdealings with the Sellers.                    (c) No Breach. The Sellers will not do or omit any act that(i) may cause a breach of any Contract or result in Liability of the Sellers that in eithercase is material to the Sellers, (ii) may breach any representation or warranty made by the Sellersin this Agreement or (iii) would have required disclosure in Schedule 5.7 had it occurredafter the date set forth in Section 5.7 and prior to the date hereof.                    (d) No Material Contracts. Subject to applicable Law, the Sellers will not enter intoContracts of any type, except for Contracts that satisfy each of the following criteria: (i)Contracts (including lease renewals) that are in the ordinary course of business and consistentwith past practice; and (ii) Contracts that would not require disclosure in any schedule attachedto this Agreement had they been in existence on the date hereof. Subject to applicable Law, theSellers will not amend in any material respect or terminate Contracts of any type, or waive anymaterial rights thereunder, other than in the ordinary course of business.                    (e) No Corporate Changes. No Seller will amend its charter, bylaws or similarorganizational documents or make any changes in its authorized or issued capital stock. TheSellers will not issue any additional capital stock or enter into any Contract to issue anyadditional capital stock.                    (f) No Capital Expenditures. The Sellers will not make any capital expenditure, norcommit to make any capital expenditure, in excess of One Hundred Fifty Thousand Dollars ($150,000)(or its foreign currency equivalent as of the date hereof), except pursuant to a Contract disclosedin Schedules 1.1(c) or 5.12.                    (g) Maintenance of Insurance. The Sellers will maintain each insurance policy ineffect as of the date of this Agreement.                    (h) Maintenance of Property. The Sellers will use, operate, maintain and repair allof their assets in a normal business manner consistent with past practices. The Sellers will notsell, lease, grant or otherwise transfer or dispose of any of their assets, except for the sale ofinventory items in the ordinary course of business.                    (i) Interim Financials. The Sellers will provide the Buyer with such interim monthlyfinancial statements of the Selling Entity and other management reports as the Sellers haveprepared and used in the ordinary course of managing the Businesses and measuring and reporting itsoperating results, as and when they are available. Such financial statements shall be prepared inaccordance with the representations for the Most Recent Financial Statements set forth inSection 5.5.
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                    (j) No Negotiations. No Seller will directly or indirectly (through a representativeor otherwise) solicit or furnish any information to, commence or conduct presently ongoingnegotiations with or enter into any Contract with any person or entity other than the Buyerrelating to the sale or other disposition of all or any material portion of the assets of theSellers or of all or any portion of the capital stock of the Sellers, in each case, whetherdirectly or indirectly, or by merger, sale of stock, reorganization, recapitalization or otherwise(an “***Acquisition Proposal***”), and the Sellers will immediately provide the Buyer written notice ofany such Acquisition Proposal and the terms thereof.                    (k) Trade Rights. The Sellers will not negotiate or enter intoany license of any Trade Right that is used in the operations of any Business, whether aslicensor or as licensee, but the Sellers will make all filings and payments, and complete all otheraction, necessary after the date hereof and prior to the Closing to obtain and perfect the Sellers’rights in and to all Trade Rights that are used in the operations of the Businesses (but only tothe extent that Selling Entity has already commenced efforts prior to the Effective Date to obtainand perfect such rights).                    (l) Tax Elections. The Sellers will not make any elections with respect to Taxes orany changes in the current elections made with respect to Taxes.                    (m) Location of Inventory. The Sellers will not process, use or store any inventoryat any location other than the Branches or the Selling Entity’s corporate office.                    (n) No Transfer of Shares. No Selling Shareholder will transfer or attempt totransfer any capital stock in the Selling Entity; the Selling Entity will refuse to accept anycertificates for any capital stock to be transferred or otherwise allow any such transfer to occurupon its books; and the Selling Entity will not transfer or attempt to transfer any of the capitalstock of the Selling Entity.               8.3 Further Actions. Subject to the terms and conditions hereof, the Sellers and theBuyer shall use their best efforts to take, or cause to be taken, all action and to do, or cause tobe done, and to cooperate fully with the other party with respect to, all things necessary, properor advisable to consummate and make effective the transactions contemplated hereby, including usingtheir best efforts (a) to obtain prior to the Closing all licenses, permits, consents, approvals,authorizations, qualifications and orders of Governmental Entities and parties to Contracts withthe Sellers that are necessary for the consummation of the transactions contemplated hereby and (b)to effect all necessary registrations and filings (other than the filings contemplated bySection 8.4). With regard to consents from third parties to the Contracts set forth inSchedule 5.12, the Sellers shall initiate contact to obtain such consents only inconjunction and cooperation with the Buyer.               8.4 Certain Filings. To the extent such filings have not been made prior to the datehereof, each Party shall make or cause to be made, in cooperation with the other Parties and to theextent applicable and as promptly as practicable, (a) an appropriate filing of a Notification andReport Form pursuant to the HSR Act with respect to the transactions contemplated hereby (whichfiling shall be made in any event within five (5) business days
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following the Effective Date) and(b) all other necessary filings with other Governmental Entities relating to the transactionscontemplated hereby; provided, however, that the Buyer shall each pay One HundredPercent (100%) of the filing fees in connection with Buyer’s and Seller’s filings under the HSRAct. Each Party shall use its best efforts to respond to any requests for additional informationmade by the Federal Trade Commission, the United States Department of Justice or any otherGovernmental Entity, to take all actions necessary to obtain any required approvals of the FederalTrade Commission, the United States Department of Justice or any other Governmental Entity, tocause any applicable waiting periods under the HSR Act to terminate or expire at the earliestpossible date and to resist in good faith, at each of their respective cost and expense (includingthe institution or defense of legal proceedings), anyassertion that the transactions contemplated hereby constitute a violation of the antitrustLaws, all to the end of expediting consummation of the transactions contemplated hereby;provided, however, that nothing in this Agreement shall require that the Buyerdivest, sell or hold separate any of its or its Affiliates’ (including, for this purpose, theSelling Entity’s) assets, businesses or properties or enter into a consent decree or assume anyother obligations with respect to the ongoing operations of the Buyer and/or its Affiliates(including, for this purpose, the Selling Entity). The Buyer shall consult with the SellingEntity, and the Sellers shall consult with the Buyer, prior to any meetings, by telephone or inperson, with the staff of the Federal Trade Commission, the United States Department of Justice orany other Governmental Entity regarding the transactions contemplated hereby, and each Party shallhave the right to have a representative present at any such meeting.               8.5 Estoppel and Consent Certificates. Not less than five (5) calendar days prior tothe Closing but subject to Section 1.3(b) of this Agreement, the Sellers shall provide tothe Buyer an estoppel certificate or status letter from the landlord under each lease of RealProperty (except for the Restricted Branches), in form and substance reasonably satisfactory to theBuyer and the Selling Entity, certifying that (a) the lease is valid and in full force and effect,(b) the amounts payable by the Sellers under the lease and the date to which the same have beenpaid, (c) whether there are, to the knowledge of such landlord, any defaults thereunder and, if so,specifying the nature thereof, (d) the transactions contemplated hereby will not constitute defaultunder the lease and (e) if reasonably requested by the Buyer, the landlord consents to thetransactions contemplated by this Agreement in respect of the lease (an “***Estoppel and ConsentCertificate***”).               8.6 Tax Certificates. The Sellers shall cooperate fully with the Buyer to the extentnecessary for the Buyer to obtain information regarding unpaid Taxes, if any, of the Sellers. Ator prior to the Closing, the Sellers shall request and shall cause to be sent to, or on receipt,delivered to, the Buyer a sales tax clearance or similar certificate from the appropriateGovernmental Entity in each jurisdiction in which the Sellers is obligated to pay sales Taxes.               8.7 Notification. Prior to the Closing, the Sellers shall promptly notify the Buyer(after the Sellers have notice thereof), and the Buyer shall promptly notify the Selling Entity(after the Buyer has notice thereof), and keep such other Parties advised, as to any Litigationpending and known to such Party or, to its actual knowledge, threatened against such Party thatchallenges the transactions contemplated hereby. In addition, prior to the Closing, the Sellersshall promptly notify the Buyer (after the Sellers have notice thereof), and keep the Buyer
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advised, as to any Material Adverse Effect or change in the conduct, financial condition, assets,Liabilities, business, prospects or operations of the Selling Entity.               8.8 Disclosure. The Sellers shall promptly notify the Buyer in writing with respectto any matter hereafter arising or discovered that, if existing or known on the date hereof, wouldhave been required to be set forth or described in any schedule attached to this Agreement on thedate hereof or would cause the representations and warranties of the Sellers made pursuant to thisAgreement not to be true, correct and complete as of the date hereof or the date on which suchmatter arose or was discovered, but no such disclosure shall cure any breach of any representationor warranty. For purposes of determining the accuracy of the representations and warranties of theSellers made pursuant to this Agreement, the schedulesattached to this Agreement shall be deemed to include only that information contained thereinon the date hereof, and shall be deemed to exclude any information contained in any notification tothe Buyer pursuant to this Section 8.8 or otherwise.          9. Conditions Precedent to Buyer’s Obligations. Each and every obligation of theBuyer to be performed on the Closing Date shall be subject to the satisfaction prior to or at theClosing of each of the following conditions:               9.1 Representations and Warranties True on the Closing Date. Each of therepresentations and warranties made by the Sellers in this Agreement, and the statements containedin the schedules attached to this Agreement or in any instrument, list, certificate or writingdelivered by the Sellers pursuant to this Agreement, shall be true and correct in all materialrespects when made and shall be true and correct in all material respects at and as of the ClosingDate as though such representations and warranties were made or given on and as of the ClosingDate, except for any changes permitted by the terms of this Agreement or consented to in writing bythe Buyer and except for those representations and warranties that are made as of a particulardate.               9.2 Compliance With Agreement. The Sellers in all material respects shall haveperformed and complied with all of their agreements and obligations under this Agreement which areto be performed or complied with by them prior to or on the Closing Date, including withoutlimitation the delivery of the closing documents specified in Section 11.1 and the deliveryof Schedule 1.1(a)(i), Schedule 1.1(a)(ii), and Schedule 2.5 (with each ofsuch schedules being reasonably acceptable to Buyer).               9.3 Absence of Litigation. No Litigation shall have been commenced or threatened, andno investigation by any Government Entity shall have been commenced, against any Party or any ofthe Affiliates, officers or directors of any of them, with respect to the transactions contemplatedhereby.               9.4 Consents and Approvals. Subject to Section 1.3(b), all approvals,consents and waivers (including all Consents or Regulatory Approvals and all Estoppel and ConsentCertificates, except for the Restricted Branches) that are required to effect the transactionscontemplated hereby shall have been received, and executed counterparts thereof shall have beendelivered to the Buyer prior to the Closing.
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               9.5 Hart-Scott-Rodino Waiting Period. All applicable waiting periods related to theHSR Act shall have expired.               9.6 Due Diligence. The Buyer, in its sole discretion, shall have satisfactorilycompleted their due diligence review of the Selling Entity, the Purchased Assets, the AssumedLiabilities and the Businesses, and the results of such review shall be satisfactory to the Buyer,in its sole discretion; provided that the due diligence condition set forth in thisSection 9.6 shall terminate automatically on the date that is thirty (30) calendar daysafter the Effective Date (the “***Diligence Expiration Date***”) unless the Buyer provides the SellingEntity with written notice on or before the Diligence Expiration Date that such condition has notbeen satisfied. In the event the Buyer fails to provide the Selling Entity with written noticethat thecondition set forth in this Section 9.6 has not been satisfied on or before 5:00 PM,Fort Lauderdale, Florida time on the Diligence Expiration Date, the Buyer shall be deemed to havewaived the condition set forth in this Section 9.6, the condition shall be deemedirrevocably satisfied and the Buyer shall have no further rights with respect thereto;provided, that such waiver shall be limited to this Section 9.6 and shall not applyto any other closing condition whatsoever in this Article 9, including without limitationSection 9.1 and Section 9.8.               9.7 Lenders’ Consent. The Buyer shall have received, within twenty one (21) calendardays after the Effective Date, the consent to the transactions contemplated hereby from the lendersunder their existing credit facilities.               9.8 No Material Adverse Effect. In addition to the requirement that the Sellers’representations and warranties in Section 5.7(b) continue to be true and correct as theClosing Date, there shall not have occurred any Material Adverse Effect since the Effective Date.               9.9 Wachovia Lien. The Buyer shall have received a payoff letter from Wachovia Bankin form and substance satisfactory to Buyer stating (i) the amount necessary to repay the WachoviaLoan in full as of the Closing Date (the “***Wachovia Payoff Amount***”), (ii) that upon the wire of theWachovia Payoff Amount to Wachovia on the Closing Date, the Wachovia Loan will be deemed to paid infull, and the Wachovia Lien will be deemed to be automatically released and terminated, and (iii)that Wachovia will, within a reasonable period of time after the Closing, file such terminationstatements or other documents reasonably requested by Buyer to evidence the full and completetermination and release of the Wachovia Lien.          10. Conditions Precedent to Sellers’ Obligations. Each and every obligation of theSellers to be performed on the Closing Date shall be subject to the satisfaction prior to or at theClosing of each of the following conditions:               10.1 Representations and Warranties True on the Closing Date. Each of therepresentations and warranties made by the Buyer in this Agreement, and the statements contained inany instrument, list, certificate or writing delivered by the Buyer pursuant to this Agreement,shall be true and correct in all material respects when made and shall be true and correct in allmaterial respects at and as of the Closing Date as though such representations and warranties weremade or given on and as of the Closing Date, except for any changes permitted by the terms of thisAgreement or consented to in writing by the Sellers.
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               10.2 Compliance With Agreement. The Buyer in all material respects shall haveperformed and complied with all of their agreements and obligations under this Agreement which areto be performed or complied with by them prior to or on the Closing Date, including the delivery ofthe closing documents specified in Section 11.2.               10.3 Absence of Litigation. No Litigation shall have been commenced or threatened,and no investigation by any Government Entity shall have been commenced, against any Party or anyof the Affiliates, officers or directors of any of them, with respect to the transactionscontemplated hereby.               10.4 Hart-Scott-Rodino Waiting Period. All applicable waiting periodsrelated to the HSR Act shall have expired.               10.5 Consents and Licensure. Buyer shall have obtained such licenses or licenseamendments required by the Florida Office of Financial Regulation in order to operate theBusinesses following the Closing, and, provided that the Sellers have used all commerciallyreasonable efforts to obtain all Estoppel and Consent Certificates, Estoppel and ConsentCertificates shall have been obtained for all Branches other than the Restricted Branches.          11. Closing Deliveries.               11.1 Sellers’ Deliveries. The Sellers shall deliver to the Buyer the following itemsand documents at the Closing:                    (a) the Returned Checks;                    (b) the Sellers’ duly executed counterpart to the Bill of Sale;                    (c) the Sellers’ duly executed counterpart to the Assignment and Assumption Agreement;                    (d) the Sellers’ duly executed counterparts to the Escrow Agreement and Supplemental EscrowAgreement;                    (e) the Sellers’ duly executed Trademark, Copyright and website/URL assignments;                    (f) a certificate issued by the Secretary of the State of Florida as to the active status ofthe Selling Entity;                    (g) a certificate of the Secretary of the Selling Entity, dated the Closing Date, certifyingas to: (A) the Selling Entity’s articles of incorporation, certified by the Secretary of the Stateof Florida, together with a certification by the Selling Entity’s Secretary that no amendmentsthereto have been made since such date; (B) the bylaws of the Selling Entity; (C) the resolutionsof the shareholders of the Selling Entity, if applicable, authorizing the entering into andperformance of this Agreement and each of the Transaction Documents to which the Selling Entity isa party; and (D) incumbency and signatures of the officers of the
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Selling Entity signing thisAgreement and the Transaction Documents to which the Selling Entity is a party;                    (h) a certificate signed by an officer of the Selling Entity reasonably acceptable to theBuyer and by the Selling Entity (acting as the agent of all Selling Shareholders), in form andsubstance reasonably satisfactory to the Buyer, certifying, representing and warranting that (i)the conditions set forth in Article 9 have been satisfied (except to the extent waived inwriting by the Buyer) and (ii) except for any changes permitted by the terms of this Agreement orconsented to in writing by the Buyer, each of the representations and warranties made by Sellers inthis Agreement, and each of the statements contained in the schedules attached to this Agreement orin any instrument, list, certificate or writing delivered by or on behalf of Sellers pursuanthereto that is qualified as to materiality wastrue and correct in all respects when made and is true and correct in all respects at and asof the Closing Date, and each of such representations, warranties and statements that is notqualified as to materiality was true and correct when made and is true and correct in all materialrespects at and as of the Closing Date;                    (i) an Estoppel and Consent Certificate from each lessor of any Leased Real Property which isthe subject matter of any Unexpired Lease being assigned to the Buyer pursuant to this Agreement,excluding Unexpired Leases for Restricted Branches;                    (j) the Sellers’ duly executed counterparts to the License Agreement;                    (k) an affidavit signed by each Seller, in form and substance reasonably satisfactory to theBuyer, to the effect that such Seller is not a “foreign person,” “foreign corporation,” “foreignpartnership,” “foreign trust” or “foreign estate” under Section 1445 of the Code and containing allsuch other information as is required to comply with the requirements of such Section, so that theBuyer is exempt from withholding any amounts from the consideration payable hereunder;                    (l) evidence of current renewal (and continued effectiveness from and after December 31, 2006)of the Selling Entity’s license to operate each Branch operated by the Selling Entity;                    (m) all third party consents required under the contracts as listed on Schedule 1.1(c)and any other consents to assignment, waivers and similar instruments as the Buyer reasonablydetermine are necessary to permit the consummation of the transactions contemplated hereby, in formand substance reasonably satisfactory to the Buyer;                    (n) a legal opinion of the Sellers’ counsel containing substantially the opinions set forth inExhibit D attached hereto;                    (o) the Employment Agreement executed by Marshall Davis and Dollar Financial Group, Inc.;                    (p) all source code for any software owned by the Sellers and included among the PurchasedAssets;
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                    (q) originals (to the extent available) of all Assumed Contracts, Unexpired Leases, and fileswith respect to all Deferred Presentment Agreements;                    (r) a legal opinion in a form reasonably acceptable to Buyer from a law firm reasonablyacceptable to Buyer stating that each Selling Shareholder that is a trust has full legal capacityto execute, deliver and perform all of its obligations under the Purchase Agreement and each of theAncillary Agreements, and such legal opinion may contain customary qualifications and limitationsreasonably acceptable to Buyer; and                    (s) such other documents and instruments as may be reasonably required by the Buyer toconsummate the transactions contemplated hereunder.               11.2 Buyer’s Deliveries. The Buyer shall deliver to the Sellers (or to the EscrowAgent, where indicated) the following items and documents at Closing:                    (a) the Cash Consideration to the Selling Entity, less the Escrow Amount;                    (b) the Escrow Amount, as well as the Branch Holdback for each Restricted Branch, to theEscrow Agent;                    (c) the Buyer’s duly executed counterpart to the Bill of Sale;                    (d) the Buyer’s duly executed counterpart to the Assignment and Assumption Agreement;                    (e) the Buyer’s duly executed counterparts to the Escrow Agreement and Supplement EscrowAgreement;                    (f) the Buyer’s duly executed Trademark, Copyright and website/URL assignments;                    (g) the Buyer’s or its Affiliates’ duly executed counterpart to the Employment Agreement;                    (h) the Buyer’s duly executed counterpart to the License Agreement;                    (i) a certificate issued by the Secretary of State of the State of Delaware as to the goodstanding of the Buyer in such state;                    (j) a certificate of the Secretary of the Buyer, dated the Closing Date, certifying as to: (A)the Buyer’s certificate of incorporation, certified by the Secretary of the State of Delaware,together with a certification by the Buyer’s Secretary that no amendments thereto have been madesince such date; (B) the bylaws of the Buyer; (C) the resolutions of the stockholders of the Buyer,if applicable, authorizing the entering into and performance of this Agreement and each of theTransaction Documents to which the Buyer is a
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party; and (D) incumbency and signatures of theofficers of the Buyer signing this Agreement and the Transaction Documents to which the Buyer is aparty;                    (k) a certificate signed by an officer of the Buyer reasonably acceptable to the SellingEntity and in form and substance reasonably satisfactory to the Buyer, certifying, representing andwarranting that (i) the conditions set forth in Article 10 have been satisfied (except tothe extent waived in writing by the Selling Entity) and (ii) except for any changes permitted bythe terms of this Agreement or consented to in writing by the Selling Entity, each of therepresentations and warranties made by the Buyer in this Agreement, and each of the statementscontained in any instrument, list, certificate or writing delivered by or on behalf of the Buyerpursuant hereto that is qualified as to materiality was true and correct in all respects when madeand is true and correct in all respects at and as of the Closing Date, and each of suchrepresentations, warranties and statements that is not qualified as to materiality was trueand correct when made and is true and correct in all material respects at and as of theClosing Date; and                    (l) a legal opinion of the Buyer’s counsel containing substantially the opinions set forth inExhibit E attached hereto.          12. Post-Closing and Other Covenants*.*               12.1 Further Cooperation. Subject to the terms and conditions set forth in thisAgreement, in addition to all matters addressed under Section 1.2, from and after theClosing Date and without further compensation from the Buyer, the Sellers shall assist andcooperate with the Buyer in effecting the orderly transfer of the Purchased Assets to the Buyer,including but not limited to, where permitted by law, the assignment, transfer or re-issuance ofall Permits and Licenses in the name of the Buyer. Without limiting the foregoing, the Sellersagree to cooperate with the Buyer in the Buyer’s efforts to secure new Permits and Licensesincluding the presentment of the existing Sellers’ Permits and Licenses at the time of issuance ofnew licenses to the Buyer. In addition, at the Buyer’s request from time to time, the Sellersshall execute and deliver to the Buyer such further endorsements, assignments and instruments oftransfer and conveyance and take such other actions as the Buyer reasonably requests to transfer,vest or perfect the Buyer’s rights in and to the Purchased Assets free and clear of all AdverseClaims (except the Permitted Liens) and otherwise to accomplish the orderly transfer of thePurchased Assets to the Buyer and to consummate the transactions contemplated by this Agreement.In addition, the Sellers shall (i) provide or cause to be provided such written information withrespect to themselves and (ii) take or cause to be taken such actions, in each of the foregoingcases, as the Buyer or any auditor reasonably deems necessary or desirable to complete any audit ofthe Selling Entity’s financial statements. From and after the Closing, the Sellers shall cooperatewith the Buyer in connection with, and make available to the Buyer all materials reasonablyrequested with respect to the Buyer’s preparation of any filing with the Securities and ExchangeCommission which may be required by the Buyer related to this Agreement and the transactionscontemplated by this Agreement, including without limitation, the filing of a current report onForm 8-K announcing the Closing, and any amendment to such current report thereto, and the filingof financial statements in accordance with Regulation S-X of the Securities Exchange Act of 1934.
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               12.2 Maintenance of Books and Records. For a period of three (3) years after theClosing Date, the Sellers will maintain, at the Sellers’ expense, all Books and Records notincluded in the Purchased Assets possessed or controlled by the Sellers that relate to theBusinesses before the Closing Date; except for such Books and Records pertaining directly to theSelling Entity’s employee payroll which the Sellers shall maintain, at the Sellers’ expense, for aperiod of four (4) years after the Closing Date. The Sellers will (i) make such Books and Recordsreasonably available to the Buyer and its representatives and agents, (ii) permit the foregoingpersons access during normal business hours to all such Books and Records, and (iii) permit theBuyer to make copies of such Books and Records, all at the Buyer’s sole cost and expense, uponreasonable prior written notice to the Sellers, for any reasonable business purpose.               12.3 Use of Names. From and after the Closing Date, the Sellers will cease to use thenames “The Check Cashing Store”, “CCS Payment Store,” and “CCS FinancialServices” and any and all variations thereof, (collectively, the “***Names***”) and will take suchactions as the Buyer reasonably requests to permit the Buyer to use the Names. From and after theClosing Date, the Sellers shall cease the use of the Names for commercial purposes. In the eventthat Sellers desire to dissolve the Selling Entity, the Sellers will provide not less than ten (10)days’ written notice to the Buyer so that the Buyer may determine whether, at the Buyer’s soleexpense, to incorporate a new entity to preserve the corporate name being relinquished by thedissolving Selling Entity. Notwithstanding anything contained in this Agreement to the contrary,Sellers shall have the right to continue to use the Names for non-commercial purposes to wind upthe Businesses. CCS Real Estate Investments, LLC, a limited liability company, will not berequired to change its legal name so long as it doesn’t use such name in retail or consumer marketsor businesses.               12.4 Receivables/Deferred Presentment Agreements. If, at any time after the ClosingDate, the Sellers shall receive any payments on account of any of the Receivables transferred tothe Buyer or any amounts payable to the Buyer pursuant to any of the Assumed Contracts or otherrights to payment constituting a part of the Purchased Assets, then the Sellers shall hold suchfunds in trust for, and shall promptly remit such funds to, the Buyer immediately upon receiptthereof. The Sellers hereby, effective from and after the Closing Date, authorize and grant to theBuyer (acting through any one or more of the Buyer’s authorized representatives or agents) a powerof attorney to endorse the Selling Entity’s name on any check or any other remittances received bythe Buyer on account of the Prepaid Items, Returned Checks or Deferred Presentment Agreements. Theforegoing power of attorney is coupled with an interest and is irrevocable.               12.5 The Sellers and each other Restricted Person shall comply with all their respectiveobligations under Section 2.6 and shall provide written assurances upon the request of theBuyer that such obligations are being fulfilled.          13. Indemnification.               13.1 Survival. Subject to the last four (4) sentences of this Section 13.1,any indemnification provided for in this Agreement for a breach of a representation and warrantyunder Article 5 or Article 6 shall be asserted and/or a claim made for the same onor prior to midnight, local Florida time, on the date that is two (2) years after the Closing Date(and such
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representations and warranties shall be deemed to, and shall, expire on such date),except that the right of any Buyer Indemnified Party or Seller Indemnified Party, as applicable, toassert indemnification claims with respect to the representations and warranties set forth inSections 5.8(a) (“Title to Properties”), 5.15 (“Absence of Restrictions; Compliancewith Laws; Permits”), or 5.20 (“Tax Matters”) (collectively, the “***Excepted Matters***”) shallin all cases survive until the date on which statute of limitations applicable to the subjectmatter addressed thereunder for which indemnification is sought expires, or, in the case ofindemnification claims arising out of third-party claims or actions, on the date that is thirty(30) days after the date on which the statute of limitations applicable to the subject matteraddressed thereunder for which indemnification is sought expires (and such representations andwarranties shall be deemed to, and shall, expire on such date(s)). Any indemnification claimtimely asserted that would otherwise terminate in accordance with this Section 13.1 willcontinue to survive until the claim has been satisfied or otherwise resolved. The right to assertany claim with respect to anyrepresentation or warranty contained in this Agreement or in any certificate, document orinstrument delivered at the Closing with respect thereto made with actual fraud shall indefinitelysurvive the Closing. The indemnification obligations of the respective Parties under Sections13.2 and 13.3 shall only become effective upon the Closing of the Transactionscontemplated by this Agreement. No Party shall have any indemnification obligation pursuant tothis Article 13 to any other Party unless and until the Closing of the Transactionscontemplated by this Agreement have been consummated.               13.2 Sellers’ Indemnification. Subject to the provisions of Section 13.1above and the provisions of Section 13.4 and 13.10 below, from and after the Closing Date,the Sellers shall jointly and severally indemnify and hold harmless the Buyer; any Affiliate ofBuyer; each of the directors, officers, employees, and representatives of the Buyer or anyAffiliate of Buyer; and the successors and assigns and executors and estates of any of theforegoing (collectively, the “***Buyer Indemnified Parties***”) from and against all Indemnifiable Lossesimposed upon, incurred by, or asserted against any of Buyer Indemnified Parties resulting from,relating to or arising out of:                    (a) any misrepresentation or breach of any warranty by the Sellers contained in this Agreementor any document, instrument, or certificate delivered by the Sellers to the Buyer at the Closing(ignoring, for purposes of determining the existence of any such misrepresentation or breach or theamount of Indemnifiable Losses with respect thereto, any “materiality” or similar qualifier setforth in such representation or warranty);                    (b) any breach or non-fulfillment of any covenant or agreement to be performed by the Sellersunder this Agreement (regardless of whether such breach or non-fulfillment is deemed “material”);                    (c) any and all Liabilities arising out of or relating to the conduct of any of the Businessesprior to the Closing (except the Assumed Liabilities);                    (d) any and all of the Retained Liabilities;                    (e) the Wachovia Loan and/or the Wachovia Lien;
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                    (f) any non-compliance by the Sellers with applicable Requirements of Law relating tofraudulent conveyances, fraudulent transfers, preferential transfers and similar transactions;                    (g) any action, claim or demand by any holder of the Sellers’ equity interests or securities,whether debt or equity;                    (h) any Taxes imposed on the Sellers or their Affiliates or on any of the Purchased Assets forany period prior to the Closing Date; and                    (i) any Third Party Claim against any Buyer Indemnified Party arising out of any of theforegoing.               13.3 Buyer’s Indemnification. Subject to the provisions of Section 13.1above and the provisions of Section 13.4 below, from and after the Closing Date, theBuyer will indemnify and hold harmless the Sellers; any Affiliate of Sellers; each of thedirectors, officers, employees, and representatives of Sellers or any Affiliate thereof; and thesuccessors and assigns and executors and estates of any of the foregoing (collectively, the “***SellerIndemnified Parties***”) from and against all Indemnifiable Losses imposed upon, incurred by, orasserted against any of the Seller Indemnified Parties resulting from, relating to and arising outof:                    (a) any misrepresentation or breach of any warranty by the Buyer contained in this Agreementor any document, instrument, or certificate delivered by the Buyer to the Sellers at the Closing(ignoring, for purposes of determining the existence of any such misrepresentation or breach or theamount of Indemnifiable Losses with respect thereto, any “materiality” or similar qualifier setforth in such representation or warranty);                    (b) any breach or non-fulfillment of any covenant or agreement to be performed by the Buyerunder this Agreement (regardless of whether such breach or non-fulfillment is deemed “material”);                    (c) any and all of the Assumed Liabilities;                    (d) any non-compliance by the Buyer with applicable Requirements of Law relating to fraudulentconveyances, fraudulent transfers and preferential transfers with respect to the Purchased Assetsafter the Closing Date;                    (e) any action, claim or demand by any holder of the Buyer’s equity interests or securities,whether equity or debt, by reason of their ownership of such securities;                    (f) any Taxes imposed on the Buyer or its Affiliates or on any of the Purchased Assets for anyperiod on or after the Closing Date except to the extent this Agreement specifies that such taxeswill be paid by Sellers; and                    (g) any Third Party Claim against any Seller Indemnified Party arising out of any of theforegoing.
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               13.4 Limitations. The Sellers’ obligation to make indemnification payments to theBuyer Indemnified Parties, on the one hand, and the Buyer’s obligation to make indemnificationpayments to the Seller Indemnified Parties, on the other hand, shall not arise until the aggregateamount of all Indemnifiable Losses claimed by the Buyer Indemnified Parties or the SellerIndemnified Parties, as the case may be, exceeds Three Hundred Thousand $300,000 (the “***ThresholdAmount***”). Once the aggregate amount of Indemnifiable Losses claimed by the Buyer IndemnifiedParties under Section 13.2, on the one hand, or by the Seller Indemnified Parties underSection 13.3, on the other hand, exceeds the Threshold Amount, the Buyer IndemnifiedParties and the Seller Indemnified Parties, as the case may be, shall then be entitled to recoverall such Indemnifiable Losses, including those Indemnifiable Losses that were used to reach theThreshold Amount. Additionally, the total aggregate liability for the Sellers underSection 13.2(a) shall not exceed Thirty Three Million One Hundred Sixty Six Thousand SixHundred Sixty Six Dollars ($33,166,666) (the “***Seller Cap***”), and the total aggregate liability forthe Buyer under Section 13.3(a) shall not exceed the Seller Cap (the “***Buyer Cap***”). Theforegoing Threshold Amount, Seller Cap and Buyer Cap limitations shall not apply to, and thedetermination of whether such Threshold Amount, Seller Cap or Buyer Cap has been reached shall notinclude, any Indemnifiable Losses incurred by any Buyer Indemnified Party with respect to any ofthe Excepted Matters or any representation or warranty made by any Party in this Agreement or inany certificate, document or instrument delivered by such Party at the Closing with respect theretomade with actual fraud.               13.5 Indemnification Procedures.               13.5.1 Notice of Claim. Any Buyer Indemnified Party or Seller Indemnified Partymaking a claim for indemnification pursuant this Article 13 (each an “***Indemnified Party***”)must give the Party against whom indemnification is sought (each, an “***Indemnifying Party***”) writtennotice of such claim (an “***Indemnification Claim Notice***”) promptly after the Indemnified Partyreceives any written notice of any Legal Proceeding against or involving the Indemnified Party orotherwise discovers an Indemnifiable Loss giving rise to such claim for indemnification. In thecase of all Buyer Indemnified Parties, the Indemnification Claim Notice shall be delivered to theSelling Entity, with a copy to Sellers’ counsel at the address set forth on the signature pageshereto. Such notice must contain a description of the Indemnifiable Loss and the nature and amountof such Indemnifiable Loss (to the extent that the nature and amount of such Indemnifiable Loss isknown at such time). Notwithstanding anything herein or otherwise to the contrary, the failure ofany Indemnified Party to provide an Indemnification Claim Notice to the Indemnifying Party inconnection with any claim for any Loss will not affect such Indemnified Party’s rights toindemnification under this Article 13 except and to the extent that such failure isprejudicial to the rights or obligations of the of the Indemnifying Party hereunder, including themitigation of damages therefor. If the Indemnifying Party objects to indemnification of anyIndemnified Party with respect to any claim for any such Indemnifiable Loss, the Indemnifying Partymust, within fifteen (15) days of receiving an Indemnification Claim Notice, deliver to eachIndemnified Party, a written notice to such effect in reasonable detail (an “***Indemnification ClaimDispute Notice***”), and the Indemnified Party and Indemnifying Party then shall, within the thirty(30)-day period commencing on the date of receipt by the Indemnifying Party of such IndemnificationClaim Dispute Notice, attempt in good faith to agree upon the rights of the respective Parties withrespect to each claim to which the Indemnifying Party has objected in the Indemnification ClaimDispute Notice. If the
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Indemnified Party and the Indemnifying Party succeed in reaching agreementon their respective rights with respect to any such claims, then the Parties shall promptly prepareand execute a memorandum setting forth such agreement. If no such agreement is reached, each ofthe Indemnified Party and the Indemnifying Party shall be free to pursue their own interests attheir own costs, subject to the determination of each Parties’ right to indemnification hereunder;provided, however, that in such instance any such Indemnification Claim shall notbe subject to Sections 13.5.3 or 13.8 of this Agreement until such time as suchIndemnification Claim is finally resolved and mutually agreed upon by the Indemnified Party and theIndemnifying Party.               13.5.2 Control of Defense; Conditions. The obligations of an Indemnifying Party underthis Article 13 with respect to Indemnifiable Losses arising from claims of any third partyshall be governed by and contingent upon the following additional terms and conditions:                    (a) At its option an Indemnifying Party (or if the Indemnifying Party is the Sellers, theSelling Entity) shall be entitled to assume control of the defense of any claim and may appoint aslead counsel of such defense any legal counsel selected by the Indemnifying Party, which legalcounsel shall be subject to the reasonable approval of the Indemnified Party.                    (b) Notwithstanding Section 13.5.2(a) above, the Indemnified Party shall be entitledto (i) monitor the defense of such claim, (ii) receive copies of all pleadings, notices andcommunications with respect to any claim to the extent that receipt of such documents by theIndemnified Party does not affect any privilege relating to the Indemnifying Parties, (iii)participate at its own expense in settlement negotiations with respect to such claim, and (iv)employ counsel of its choice for such purposes; provided, however, that so long asthe Indemnifying Party is diligently pursuing the defense of such claim, the costs and expenses ofsuch counsel shall be solely the responsibility of the Indemnified Party. If the IndemnifyingParty fails to assume the defense and employ counsel (following written notice from the IndemnifiedParty), or after assuming the defense and employing counsel, fails to diligently defend such claim(following written notice from the Indemnified Party identifying such concern and a reasonableopportunity to cure), the Indemnified Party shall have the right to assume the defense of the claimand the fees and expenses of the Indemnified Party’s counsel shall thereafter be part of theIndemnifiable Losses to be paid by the Indemnifying Party.                    (c) The Indemnified Party shall not negotiate or consent to the entry of any judgment ornegotiate or enter into any settlement with respect to any third party claim (including anysettlement that would undermine the Indemnifying Party’s defense of such matter or any relatedmatter) without the prior written consent of the Indemnifying Party (not to be unreasonably,withheld, conditioned, or delayed), and the Indemnifying Party shall not consent to the entry ofany judgment or enter into any settlement with respect to any third party claim without the priorwritten consent of the Indemnified Party (such consent not to be unreasonably withheld,conditioned, or delayed) unless such judgment or settlement solely involves a monetary payment tobe paid by the Indemnifying Party and contains an unconditional release of the Indemnified Party.
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               13.5.3 Manner of Payment; Offset. Any Buyer Indemnifiable Losses may be offset by theBuyer against any amounts payable by the Buyer under this Agreement or paid from the Escrow Accountas provided in Section 13.8 and the Escrow Agreement. If any Indemnifiable Losses exceedthe amounts available for offset or payable from the Escrow Account, then the amount of such excessto satisfy such indemnification obligations must be (and shall be) paid: (x) in the case ofpayments to the Buyer Indemnified Parties, by wire transfer of immediately available funds to anaccount designed in writing by the Buyer within 15 days after the final determination thereof, and(y) in the case of payments to the Seller Indemnified Parties, by wire transfer of immediatelyavailable funds to an account designated in writing by the Selling Entity within 15 days after thedetermination thereof.               13.6 Reassignment of Deferred Presentment Agreements. If the Sellers are required tomake any indemnification payment to any Buyer Indemnified Party for any breach of any of therepresentations and warranties contained in any of Sections 5.16(b)-5.16(n), inclusive, andthe amount of any such indemnification payment actually paid to the BuyerIndemnified Party equals or exceeds the aggregate amount then due under the DeferredPresentment Agreement(s) with respect to which such indemnification payment is made, then the Buyerwill reassign such Deferred Presentment Agreement(s), without recourse, to the Seller from whom theBuyer purchased such Deferred Presentment Agreement(s).               13.7 No Third Party Beneficiaries. No insurance company or any other third party,except for the Buyer Indemnified Parties and the Seller Indemnified Parties, shall be a beneficiaryof the Sellers’ or Buyer’s indemnification obligations under this Agreement and in no way shall anyobligations of any insurance company or other third party be reduced or mitigated as a result ofthis Agreement.               13.8 Escrow.                    (a) The Sellers and the Buyer agree that an amount equal to Six Million Dollars($6,000,000.00) (the “***Escrow Amount***”) shall be deducted from the Cash Consideration and placed inan escrow account (the “***Escrow Account***”), to be administered by U.S. Bank (the “***Escrow Agent***”),pursuant to the terms of the Escrow Agreement. The Buyer shall have the right to seekindemnification from the Sellers to be paid out of the Escrow Account for any Indemnifiable Lossesupon the terms set forth in the Escrow Agreement.                    (b) The Escrow Agent shall pay to the Buyer or the Sellers such amounts as are required by theterms of this Agreement and the Escrow Agreement. Subject to the terms of the Escrow Agreement andthis Section 13.8, (i) on the first (1st) anniversary of the Closing Date, theEscrow Agent shall distribute to the Selling Entity an amount equal to Three Million Dollars($3,000,000), minus any amounts that are the subject of pending but unresolvedIndemnification Claim Notices (the “***Pending Claim Amount***”); and (ii) on the second (2nd)anniversary of the Closing Date, the Escrow Agent shall distribute to the Selling Entity theremaining balance of the Escrow Amount, minus the then-current Pending Claim Amount;provided, that upon final resolution of any Pending Claim Amount, the Escrow Amount shallbe used to satisfy the claim(s) according to such final resolution, and the balance of the PendingClaim Amount, if any, after satisfaction of such claim(s), shall be paid to the Selling Entity.
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               13.9 Exclusive Remedies. From and after the Closing, with respect to any matter inany way relating to this Agreement or arising in connection with this Agreement, including, withoutlimitation, with respect to any Indemnifiable Losses for misrepresentations or breaches ofrepresentations, covenants or agreements contained in this Agreement, but excluding any claiminvolving fraud or willful misconduct, the rights set forth in this Article 13 shall be theParties’ sole and exclusive remedies against the other Parties hereto and are lieu of any otherrights and remedies to which a Party is entitled; provided, that any Party hereto shall beentitled to the rights and remedies of specific enforcement and injunctive relief specified in anyother provision of this Agreement.               13.10 Miscellaneous. Any calculation of Indemnifiable Losses (i) shall take intoaccount any net tax benefit actually realized by the Indemnified Party as a result of suchIndemnifiable Losses and (ii) shall not include any indirect, special, incidental, consequential orpunitive damages incurred (or alleged to have been incurred) by the Indemnified Party other thanin the case of fraud or willful misconduct. In the event any Losses are potentially coveredby insurance, the Indemnified Party agrees to use reasonable efforts to seek recovery under suchinsurance and any such insurance recovery shall reduce the amount of Losses payable by theindemnified party. All payments under this Section 13 by reason of a breach of any representationor warranty shall be treated as adjustments to the Purchase Price.          14. Termination.               14.1 Right of Termination Without Breach. This Agreement may be terminated withoutfurther liability of any Party at any time prior to the Closing:                    (a) by mutual written agreement of the Buyer and the Selling Entity, or                    (b) by either the Buyer or the Selling Entity if the Closing shall not have occurred on orbefore December 30, 2007, provided the terminating party has not, through breach of arepresentation, warranty or covenant, prevented the Closing from occurring on or before such date.               14.2 Termination for Breach.               14.2.1 Termination by the Buyer. If (i) there has been a material violation or breachby the Sellers of any of the agreements, representations or warranties contained in this Agreementwhich has not been waived in writing by the Buyer, or (ii) there has been a failure of satisfactionof a condition to the obligations of the Buyer which has not been so waived, or (iii) the Sellersshall have attempted to terminate this Agreement under this Article 14 or otherwise withoutgrounds to do so, then the Buyer may, by written notice to the Sellers at any time prior to theClosing that such violation, breach, failure or wrongful termination attempt is continuing,terminate this Agreement with the effect set forth in Section 14.2.3 hereof.               14.2.2 Termination by the Sellers. If (i) there has been a material violation orbreach by the Buyer of any of the agreements, representations or warranties contained in thisAgreement which has not been waived in writing by the Selling Entity, or (ii) there has been afailure of satisfaction of a condition to the obligations of the Sellers which has
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not been sowaived, or (iii) the Buyer shall have attempted to terminate this Agreement under thisArticle 14 or otherwise without grounds to do so, then the Sellers may, by written noticeto the Buyer at any time prior to the Closing that such violation, breach, failure or wrongfultermination attempt is continuing, terminate this Agreement with the effect set forth inSection 14.2.3 hereof.               14.2.3 Effect of Termination. Termination of this Agreement pursuant to thisSection 14.2 shall not in any way terminate, limit or restrict the rights and remedies ofany Party hereto against any other Party which has violated, breached or failed to satisfy any ofthe representations, warranties, covenants, agreements, conditions or other provisions of thisAgreement prior to termination hereof. In addition to the right of any Party under common law toredress for any such breach or violation, each Party whose breach or violation has occurred priorto termination shall jointly and severally indemnify each other party for whose benefit suchrepresentation, warranty, covenant, agreement or other provision was made from and against alllosses, damages (including, without limitation, consequential damages), costs and expenses(including, without limitation, interest (including prejudgment interest in any litigated matter),penalties, court costs, and attorneys fees and expenses) asserted against, resulting to, imposedupon, or incurred by such indemnified party, directly or indirectly, by reason of, arising out ofor resulting from such breach or violation. Subject to the foregoing, the Parties’ obligationsunder Section 15 of this Agreement shall survive termination.          15. Expenses. Except as expressly provided in this Agreement, the Parties shall paytheir own expenses incident to the preparation, negotiation and execution of this Agreement and theperformance of the transactions contemplated by this Agreement, including all fees and costs andexpenses of their respective accountants and legal counsel.          16. Public Announcements. None of the Parties shall issue any public report,statement, press release or similar item or make any other public disclosure with respect to theexecution or substance of this Agreement or the Closing prior to the consultation with and approvalof the other Parties, except that the Buyer may, after the Closing, or if the Buyer or theircounsel determine in writing that it is necessary to comply with the Buyer’s obligations underapplicable federal or state securities laws, prior to the Closing, issue any such report,statement, press release or similar item or make any such public disclosure.          17. Governing Law and Venue; Parties in Interest; Assignment.                    (a) This Agreement shall be governed and construed in accordance with the laws of the State ofFlorida without regard to what other laws might apply under the conflict or choice of lawsprinciples of Florida or any other jurisdiction, and will bind and inure to the benefit of thesuccessors, permitted assigns and legal representatives of the Sellers and the Buyer. Any suitinvolving any dispute or matter arising under this Agreement may only be brought in the UnitedStates District Court for the Southern District of Florida or any Florida state court located inBroward or Palm Beach Counties having jurisdiction over the parties and the subject matter of thedispute or matter.                    (b) This Agreement is not intended to, and does not, create any rights in or confer anybenefits upon anyone other than the Sellers and the Buyer, and, as and to
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the extent expresslyprovided in this Agreement, the Buyer Indemnified Parties and the Seller Indemnified Parties.                    (c) The Sellers, on the one hand, and the Buyer, on the other hand, may not assign all or anyportion of the Agreement to any other person or entity without the prior written consent of theother Parties, except that the Buyer may assign any or all of its rights and interests under thisAgreement: at any time before, concurrently with or after the Closing (A) to one or more of theBuyer’s Affiliates for the purpose of undertaking all or part of the Buyer’s rights and obligationspursuant hereto, or (B) as collateral security to any lender or lenders (including any agent forany such lender or lenders) providing financing to the Buyer or any Affiliate of the Buyer, or toany assignee or assignees of any such lender, lenders or agent. Furthermore, the Buyer may assignany or all of their rights and interests under this Agreement: (a) to a purchaser of all orsubstantially all of the Buyer’s assets or any of the Businesses acquired under this Agreement; or(b) as a matter of law to the surviving entity in any merger orconsolidation to which the Buyer is a party.          18. Notices. All notices required to be given to any of the Parties shall be inwriting and shall be deemed to have been sufficiently given, subject to the further provisions ofthis Article 18, for all purposes when presented personally to such Party or sent by anational overnight delivery service, in each case with proper postage or other charges prepaid tosuch Party at the addresses set forth below each Party’s signature line on the signature pages tothis Agreement. Such notice shall be deemed to be received when delivered if delivered personally,the next business day after the date sent if sent by a national overnight delivery service.          19. Headings. The section headings contained in this Agreement are inserted forconvenience only and are not intended to define or limit the contents or substance of any suchsection.          20. Amendments and Waivers. No amendment of any provision of this Agreement shall bevalid unless the same shall be in writing and signed by the Buyer and the Selling Entity. Nowaiver by any Party of any right or remedy under this Agreement shall be effective unless suchwaiver is in writing and signed by the Party to be charged with such waiver. No waiver by anyParty shall be deemed to extend to any prior or subsequent or breach of this Agreement or affect inany way any rights arising by virtue of any prior or subsequent occurrence.          21. Entire Agreement; Counterparts. This Agreement, all of the schedules attached tothis Agreement, each of which are incorporated into and made a part of this Agreement, and each ofthe Transaction Documents delivered or to be delivered pursuant to this Agreement constitute theentire agreement among the Parties with respect to the subject matter of this Agreement andsupersede all prior agreements, understandings and negotiations, whether written or oral, withrespect to the subject matter of this Agreement. This Agreement may be executed in any one or morecounterparts (including by facsimile), each of which shall be an original and all of which whentaken together shall constitute one and the same instrument.          22. Definitions. As used in this Agreement, the following terms shall have thefollowing meanings:
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                    (a) “***Affiliate***” with respect to any Person shall mean any Person which, directly orindirectly, through one or more intermediaries, controls the subject Person or any Person which iscontrolled by or is under common control with a controlling Person. For purposes of thisdefinition, “control” (including the correlative terms “controlling”, “controlled by” and“under common control with”), with respect to any Person, means possession, directly or indirectly,of the power to direct or cause the direction of the management and policies of such Person,whether through the ownership of voting securities or by contract or otherwise.                    (b) “***Assignment and Assumption Agreement***” shall mean the Assignment and Assumption Agreementbeing executed and delivered by the Sellers and the Buyer with respect to such matters beingassumed by the Buyer pursuant to this Agreement and in the form of Exhibit H attachedhereto.                    (c) “***Bill of Sale***” shall mean the Bill of Sale being executed anddelivered by the Sellers and the Buyer with respect to the Purchased Assets being sold by theSellers to the Buyer pursuant to this Agreement and in the form of Exhibit A attachedhereto.                    (d) “***Competitive Business***” shall mean any business that engages in any one or more of thefollowing activities:  (i) check cashing services, (ii) payday loans and/or check deferredpresentment transactions or services (including the origination or processing of such loans,transactions, or services over the internet), (iii) money order issuance or other paymentinstrument issuance, (iv) funds transfer services (including without limitation Western Uniontransfers), (v) phone card sale and stored-value/debit and credit card sales, (vi) bill paymentservices, (vii) currency exchange services, (viii) consumer lending or consumer finance involvingan initial loan term of thirty (30) days or less (including without limitation the origination orprocessing of such loans over the internet), and (ix) document preparation services.Notwithstanding the foregoing, the term “Competitive Business” shall not include (x) the ownershipand/or operation of any business described in the preceding sentence that is operated solely from aphysical location (and not from any internet website or other electronic or nonphysical medium) inany of the following counties in Illinois: Cook, Lake, McHenry, DuPage, Kane, Will, Kendall,Kankakee, Grundy, Dekalk, and LaSalle, (y) consumer financing or lending that originates and isprocessed solely over the internet and solely to Illinois residents in accordance with Illinoislaw, and (z) consumer loan or finance transactions that involve lending against or purchasing adeath benefit, or a claim in connection with a death benefit, under any life insurance policy.                    (e) “***Consent***” shall mean any consent or approval from any person or entity other than aGovernmental or Regulatory Authority.                    (f) “***Contracts***” shall mean, with respect to the Sellers, all agreements, leases, contracts,purchase orders and other commitments or arrangements of any kind, whether written or oral,affecting or relating to any of the Purchased Assets, the Assumed Liabilities or the Businesses.                    (g) “***Customer***” shall mean any person with whom the Sellers have entered into a DeferredPresentment Agreement.
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                    (h) “***Deferred Presentment Agreement***” shall mean, with respect to the Sellers, each deferredpresentment agreement and any other deferred presentment made by the Selling Entity to any of itsCustomers or otherwise acquired by the Sellers which is outstanding as of the opening of businesson the Closing Date.                    (i) “***Employee Benefit Plans***” means, with respect to the Sellers, (a) all employee benefitplans, as defined in Section 3(3) of ERISA and (b) all other deferred compensation, pension, profitsharing, stock option, stock purchase, savings, group insurance or retirement plan, and allvacation pay, severance pay, incentive compensation, consulting, bonus, medical and other employeebenefit or fringe benefit plans or arrangements, maintained by the Sellers, any ERISA Affiliate ofthe Sellers, and/or any contract provider to the Sellers (collectively, the “***Plan Sponsors***”) forthe benefit of all individuals who are or have been employed by, or who currently perform or haveperformed services for, the Sellers, whether directly or pursuant to any contractual relationship,within the previous six plan years or withrespect to which contributions are or were (within such six-year period) made or required tobe made by the Plan Sponsors or with respect to which the Plan Sponsors have any liability.                    (j) “***Employment Agreement***” shall mean the Employment Agreements between Marshall Davis andBuyer’s parent, Dollar Financial Group, Inc., in the form of Exhibit B attached hereto.                    (k) “***ERISA***” shall mean the Employment Retirement Income Security Act of 1974 and the rules andregulations promulgated thereunder, as amended.                    (l) “***Escrow Agreement***” shall mean the Escrow Agreement entered into as of the date hereofbetween the Buyer and the Sellers and attached hereto as Exhibit C.                    (m) “***Indemnifiable Losses***” shall mean all losses, liabilities, obligations, claims, demands,damages, penalties, reasonable settlements, causes of action, and costs and expenses including allreasonable attorneys’ fees, expenses and disbursements and court costs including those incurred inconnection with the enforcement of this Agreement (including Article 13).                    (n) “***Knowledge***” with respect to the Sellers means, without limitation, the actual knowledgethat any of the following individuals would have after reasonable inquiry for an individual in thatposition: the Selling Shareholders, Marshall Davis, and Cary Greenberg.                    (o) “***Liabilities***” shall mean all obligations and liabilities of any kind or nature, whetherfixed or unfixed, known or unknown, asserted or unasserted, choate or inchoate, liquidated orunliquidated, secured or unsecured.                    (p) “***Material Adverse Effect***” means any state of facts, change, event, adverse regulatorydevelopment, effect or occurrence that is or could be reasonably likely to be materially adverse tothe financial condition, results of operations, properties, prospects, assets or liabilities(including contingent liabilities) of the Selling Entity or any Business, or the real or personalproperty of the Selling Entity or any Business or the Selling Entity or the Businesses taken as awhole. A Material Adverse Effect shall also include any state of facts, change, event oroccurrence that shall have occurred or been threatened that (when taken together with all other
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states of facts, changes, events, effects or occurrences that have occurred or been threatened) isor would be reasonably likely to prevent or materially delay the performance by the Sellers oftheir obligations hereunder or the consummation of the transactions contemplated hereby.                    (q) “***Order***” shall mean any order, writ, injunction, judgment, decree or other determination ofany court or arbitrator or any governmental or regulatory authority, whether preliminary or final.                    (r) “***Permits and Licenses***” shall mean, with respect to the Sellers, all governmental orregulatory franchises, permits, licenses, submissions and approvals necessary for the lawfuloperation of the Sellers’ Businesses and Branches.                    (s) “***Permitted Liens***” shall mean (i) liens or encumbrances for current taxes, assessments orgovernmental charges or levies on property not yet due or delinquent, orbeing contested in good faith and (ii) any liens or encumbrances recorded or held by WachoviaBank National Association (“***Wachovia***”) in connection with credit facility represented (the“***Wachovia Credit Facility***”) by the Wachovia Loan Agreement, dated November 9, 2004, between Sellerand Wachovia (the “***Wachovia Lien***”), provided that the Wachovia Lien shall be terminated effectiveas of the Closing Date..                    (t) “***Regulatory Approval***” shall mean any consent, approval, authorization, filing,registration or qualification with any governmental or regulatory authority.                    (u) “***Requirement of Law***” shall mean any federal, state or local laws, statues, ordinances,rules, regulations or governmental or regulatory pronouncements having the effect of law, includingall such laws, statutes, ordinances, rules and regulations (including multiple loan regulations)related to the operation of the Businesses.                    (v) “***Restrictive Covenants***” shall mean, with respect to the Sellers, all restrictive covenantsprohibiting competition, solicitation of employees, vendors, suppliers, customers, agents andindependent contractors, and the use and disclosure of confidential information and similarcovenants which run in favor of the Sellers.                    (w) “***Taxes***” shall mean all taxes including income, gross receipts, franchise, payroll,employment, social security, unemployment, sales, use and other taxes and penalties and interestwith respect thereto.                    (x) “***Tax Returns***” shall mean any federal, state and local return, report and other submissionsrequired to be filed in connection with the calculation of any Taxes.                    (y) “***Third Party Claim***” shall mean any claim or demand asserted by any third party.                    (z) “***Transaction Documents***” shall mean this Agreement, the Bills of Sale, the Assignment andAssumption Agreements, the Escrow Agreement, the Lease Agreement and all other agreements,certificates, instruments and documents that are executed and delivered by the Sellers or the Buyerto effectuate the transactions contemplated by this Agreement.
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          23. Attorneys’ Fees. In the event of any litigation, including appeals, with regardto this Agreement, the prevailing Party shall be entitled to recover from the non-prevailing Partyall reasonable fees, costs, and expenses of counsel (at pre-trial, trial and appellate levels).[signature page follows]
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     IN WITNESS WHEREOF, the Parties have executed or caused their duly authorized representativesto execute this Agreement as on the date set forth above.         **BUYER**:           CHECK MART OF FLORIDA, INC.,a Delaware corporation           By: /s/ Peter J. Sokolowski             Name: Peter J. Sokolowski      Title: Secretary         Addresses for Notices:         Check Mart of Florida, Inc.    1436 Lancaster Avenue    Suite 300    Berwyn, Pennsylvania 19312    Attention: Roy W. Hibberd, General Counsel         In each case, with a copy to:         Foley & Lardner LLP    100 North Tampa Street, Suite 2700    Tampa, Florida 33602    Attention: Steven W. Vazquez, Esq.         *[Signatures Continue on Next Page]*  
 

 
         **SELLING ENTITY**:           CCS FINANCIAL SERVICES, INC.    a Florida corporation, as Selling Entity           By: /s/ Paul P. Hauser             Name: Paul P. Hauser      Title: President           **SELLING SHAREHOLDERS**:           ALLEN EAGER      /s/ Allen Eager          Name: Allen Eager, individually           ALLEN EAGER REVOCABLE TRUST           By: /s/ Allen Eager           Name: Allen Eager, as Trustee         PAUL P. HAUSER      /s/ Paul P. Hauser          Name: Paul P. Hauser, individually           BARRY E. HERSHMAN      /s/ Barry E. Hershman           Name: Barry E. Hershman, individually           BARRY E. HERSHMAN REVOCABLE TRUST           By: /s/ Barry E. Hershman            Name: Barry E. Hershman, as Trustee           [*Notice Address on Next Page*]  
 

 
       **ADDRESS FOR NOTICES TO ALL SELLERS**:         c/o CCS Financial Services, Inc.    6883 Queenferry Circle    Boca Raton, Florida 33496         In each case with a copy of such notice to:         Tobin & Reyes, P.A.    The Plaza    5355 Town Center Road, Suite 204    Boca Raton, FL 33846    Attention: David S. Tobin, Esq.  
 

 
EXHIBIT ABILL OF SALE
 

 
EXHIBIT BEMPLOYMENT AGREEMENT
 

 
EXHIBIT CESCROW AGREEMENT
 

 
EXHIBIT DFORM OF SELLERS’ COUNSEL LEGAL OPINION
 

 
EXHIBIT EFORM OF BUYER’S COUNSEL LEGAL OPINION
 

 
EXHIBIT FFORM OF LICENSE AGREEMENT
 

 
EXHIBIT GFORM OF SUPPLEMENTAL ESCROW AGREEMENT
 

 
EXHIBIT HFORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT
 

 
**BILL OF SALE**     This BILL OF SALE (this “***Bill of Sale***”) is made, executed and delivered as of                                         , 2007, by CCS Financial Services, Inc., a Florida corporation (the “***Assignor***”), for the benefitof Check Mart of Florida, Inc., a Delaware corporation (”***Assignee***”), pursuant to that certain AssetPurchase Agreement, dated as of                                         , 2007 (the “***Purchase Agreement***”), by and amongAssignor, Assignee, and certain other parties. All capitalized terms used and not otherwisedefined herein shall have the meanings ascribed thereto in the Purchase Agreement.**Recitals**     WHEREAS, the Purchase Agreement provides for, among other things, the transfer and sale byAssignor to Assignee of the Purchased Assets, for consideration in the amount and on the terms andconditions provided therein; and     WHEREAS, the parties now desire to carry out, in part, the intent and purpose of the PurchaseAgreement by execution and delivery of this Bill of Sale evidencing the vesting in the Assignee ofcertain of the Purchased Assets.**Agreement**     NOW, THEREFORE, in consideration of the sum of $10.00 and other good and valuableconsideration to Assignor in hand paid by Assignee at or before the execution and delivery hereof,the receipt and sufficiency of which Assignor hereby acknowledges, Assignor by this Bill of Saledoes hereby convey, grant, bargain, sell, transfer, set over, assign, alienate, remise, release,deliver and confirm unto Assignee, its successors and assigns, the Purchased Assets, to have and tohold to its and their own use forever.     Assignor hereby constitutes and appoints Assignee, its successors and assigns, as Assignor’strue and lawful attorney, with full power of substitution and resubstitution, in whole or in part,in Assignor’s name and stead, solely (i) to demand, receive and collect any and all of thePurchased Assets, and to give receipts and releases for and in respect of the same, and any partthereof, (ii) from time to time to institute and prosecute in Assignor’s name, or otherwise, forthe benefit of Assignee, its successors and assigns, any and all proceedings at law, in equity orotherwise, which Assignee, its successors or assigns, may deem reasonably proper for the collectionor reduction to possession of any of the Purchased Assets or for the collection and enforcement ofany claim or right of any kind related to the Purchased Assets, and (iii) to do all acts and thingsrelating to the Purchased Assets which Assignee, its successors or assigns shall deem reasonablydesirable. Assignor hereby declares that the foregoing powers are coupled with an interest and areand shall be irrevocable by Assignor, including by its dissolution or in any other manner or forany reason whatsoever.     Nothing contained in this Bill of Sale is intended to provide any rights to Assignee beyondthose rights expressly provided to Assignee in the Purchase Agreement. Nothing
 

 
contained in thisBill of Sale is intended to impose any obligations or liabilities on Assignorbeyond those obligations and liabilities expressly imposed on Assignor in the PurchaseAgreement. Should any term or provision hereof be in conflict with any term or provision of thePurchase Agreement, the terms and provisions of the Purchase Agreement shall prevail.     This Bill of Sale (a) shall be governed by and construed in accordance with the laws of theState of Florida (other than conflict of laws principles thereof directing the application of anylaw other than that of such state) and (b) shall be binding on, and inure to the benefit of,Assignor, Assignee and their respective successors and assigns.[Signatures appear on the following page.]
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     IN WITNESS WHEREOF, Assignor has executed and delivered this Bill of Sale as of the day andyear first above written.      **ASSIGNOR:**