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                                                            EXHIBIT NUMBER 10.15

                            STOCK PURCHASE AGREEMENT



This STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of January 14, 2000,
is entered into by and among American National Financial, Inc., a California
corporation (the "Purchaser"), H. Russell Henson, an individual ("Mr. Henson"),
and Darlene Henson, an individual ("Mrs. Henson"). Mr. Henson and Mrs. Henson
are each sometimes referred to herein individually as a "Seller" and
collectively as the "Sellers." This Agreement contemplates a transaction in
which the Purchaser will purchase for cash all of the issued and outstanding
capital stock of BANCSERV, INC., a California corporation (the "Company "), from
the Sellers. In consideration of the mutual agreements contained herein and for
other good and valuable consideration, the value, receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows.

                              Terms and Conditions

Section 1. Definitions. For purposes of this Agreement, the following terms have
the meanings set forth below.

     "Affiliate" has the meaning set forth in Rule 12b-2 of the regulations
promulgated under the Securities Exchange Act of 1934, as amended.

     "Affiliated Groups" means any affiliated group within the meaning of
Section 1504(a) of the Code or any similar provision of state, local or foreign
Law.

     "Agreement" means this Stock Purchase Agreement, as the same may be amended
from time to time in accordance with the terms hereof.

     "Ancillary Agreements" means (i) the employment agreement between the
Company and Mr. Henson; (ii) the Promissory Note; and (iii) the Pledge
Agreement.

     "Arbiter" has the meaning set forth in Section 2.3(c).

     "Auditors Report" has the meaning set forth in Section 2.3(b).

     "Closing" has the meaning set forth in Section 3.1.

     "Closing Date" has the meaning set forth in Section 3.2.

     "Closing Date Balance Sheet" has the meaning set forth in Section 2.3(a).

     "Closing Date Tangible Net Asset Value" means the tangible net asset value
of the Company at the Closing Date, as set forth on the Closing Date Balance
Sheet.

     "Code" means the Internal Revenue Code of 1986, as amended.

     "Company" has the meaning set forth in the Preamble to this Agreement.

     "Company Shares" means, collectively, all of the issued and outstanding
common stock, no par value, of the Company.

     "Confidential Information" means any non-public information, in whatever
form or medium, concerning the operations or affairs of the Company.

     "Contracts" means, collectively, all contracts, agreements, commitments,
leases, licenses, instruments, bids and proposals to which the Company is a
party as of the Closing Date, including, without limitation, those listed on


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Schedule 4.10, all unfilled orders outstanding as of the Closing Date for the
purchase of goods or services by the Company and all unfilled orders outstanding
as of the Closing Date for the sale of goods or services by the Company.

     "December 31, 1999 Balance Sheet" has the meaning set forth in Section 4.5.

     "Disclosure Schedules" means, collectively, the various Schedules referred
to in this Agreement.

     "Employee Benefit Plan" means an Employee Pension Benefit Plan or an
Employee Welfare Benefit Plan, where no distinction is required by the context
in which the term is used.

     "Employee Pension Benefit Plan" has the meaning set forth in Section 3(2)
of ERISA.

     "Employee Welfare Benefit Plan" has the meaning set forth in Section 3(2)
of ERISA.

     "Environmental Laws" means any Law with respect to the preservation of the
environment or the promotion of worker health and safety, including any Law
relating to Hazardous Materials, drinking water, surface water, groundwater,
wetlands, landfills, open dumps, storage tanks, underground storage tanks, solid
waste, waste water, storm water run-off, noises, odors, air emissions, waste
emissions or wells. Without limiting the generality of the foregoing, the term
will encompass each of the following statutes and the regulations promulgated
thereunder, and any similar applicable state, local or foreign Law, each as
amended (a) the Comprehensive Environmental Response, Compensation, and
Liability Act of 1980, (b) the Solid Waste Disposal Act, (c) the Hazardous
Materials Transportation Act, (d) the Toxic Substances Control Act, (e) the
Clean Water Act, (f) the Clean Air Act, (g) the Safe Drinking Water Act, (h) the
National Environmental Policy Act of 1969, (i) the Superfund Amendments and
Reauthorization Act of 1986, (j) Title III of the Superfund Amendments and
Reauthorization Act, (k) the Federal Insecticide, Fungicide and Rodenticide Act
and (k) the provisions of the Occupational Safety and Health Act of 1970
relating to the handling of and exposure to Hazardous Materials and similar
substances.

     "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

     "Financial Statements" has the meaning set forth in Section 4.5.

     "GAAP" means United States generally accepted accounting principles, as in
effect as of the date of this Agreement.

     "Governmental Entity" means any government or any agency, bureau, board,
commission, court, department, official, political subdivision, tribunal or
other instrumentality of any government, whether federal, state or local,
domestic or foreign.

     "Government Contracts" means a Contract between the Company and any
Governmental Entity, including any facilities contract for the use of
government-owned facilities.

     "Government Subcontract" means any Contract that is a subcontract between
the Company and any third party relating to a contract between such third party
and any Governmental Entity.

     "Hazardous Materials" means each and every element, compound, chemical
mixture, contaminant, pollutant, material, waste or other substance that is
defined, determined or identified as hazardous or toxic under any Environmental
Law or the Release of which is prohibited under any Environmental Law. Without
limiting the generality of the foregoing, the term will include (a) "hazardous
substances" as defined in the Comprehensive Environmental Response,
Compensation, and Liability Act of 1980, the Superfund Amendments and
Reauthorization Act of 1986, or Title HI of the Superfund Amendments and
Reauthorization Act and regulations promulgated thereunder, each as amended, (b)
"hazardous waste" as defined in the Solid Waste Disposal Act and regulations
promulgated thereunder, each as amended, (c) "hazardous materials" as defined in
the Hazardous Materials Transportation Act and the regulations promulgated
thereunder, each as amended, (d) "chemical substance or mixture" as defined in
the Toxic Substances Control Act and regulation promulgated thereunder, each as
amended, (e) petroleum and petroleum products and byproducts and (f) asbestos.

     "Indemnified Party" has the meaning set forth in Section 11.5.

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     "Indemnifying Party" has the meaning set forth in Section 11.5.

     "Initial Principal Amount" has the meaning set forth in Section 2.2.

     "Intellectual Property" means, collectively, patents, patent disclosures,
trademarks, service marks, trade dress, logos, trade names and copyrights,
domain names, and all registrations, applications, re-issuances, continuations,
continuations-in-part, revisions, extensions, reexaminations and associated good
will with respect to each of the foregoing, web-sites, computer software
(including source and object codes), computer programs, computer data bases and
related documentation and materials, data, documentation, trade secrets,
confidential business information (including ideas, formulas, compositions,
inventions, know-how, manufacturing and production processes and techniques,
research and development information, drawings, designs, plans, proposals and
technical data, financial, marketing and business data and pricing and cost
information) and other intellectual property rights (in whatever form or
medium).

     "IRS" means the Internal Revenue Service of the Department of the Treasury.

     "Knowledge" as used with respect to the Sellers means information known or
which reasonably should be known by the Sellers.

     "Law" means any constitutional provision, statute, law, rule, regulation,
Permit, decree, injunction, judgment, order, ruling, determination, finding or
writ of any Governmental Entity.

     "Lien" means any mortgage, pledge, security interest, charge, claim or
other encumbrance, other than (a) mechanics', materialmens' and similar liens
with respect to amounts not yet due and payable, (b) liens for Taxes not yet due
and payable and (c) liens securing rental payments under capital lease
arrangements.

     "Losses" has the meaning set forth in Section 11.2(a).

     "Mr. Henson" has the meaning set forth in the Preamble to this Agreement.

     "Mrs. Henson" has the meaning set forth in the Preamble to this Agreement.

     "Multiemployer Plan" has the meaning set forth in Section 3(37) of ERISA.

     "1998 Financial Statements" has the meaning set forth in Section 4.5.

     "PBGC" means the Pension Benefit Guaranty Corporation.

     "Permit" means any license, permit, franchise, certificate of authority or
order, or any waiver of the foregoing, issued by any Governmental Entity.

     "Person" means an individual, a partnership, a corporation, a limited
liability company, an association, a joint stock company, a trust, a joint
venture, an unincorporated organization or a Governmental Entity.

     "Pledge Agreement" means the pledge agreement securing the Promissory Note
as described in Section 2.2.

     "Prohibited Transactions" has the meaning set forth in Section 406 of ERISA
and Section 4975 of the Code.

     "Promissory Note" means the promissory note issued by Purchaser to Sellers
in accordance with Section 2.2.

     "Purchase Price" means $1,300,000 plus interest accruing on $900,000
thereof in accordance with the terms of the Promissory Note.

     "Purchaser" has the meaning set forth in the Preamble to this Agreement.

     "Purchaser Indemnified Parties" has the meaning set forth in Section
11.2(a).

     "Purchaser's Accounting Firm" means KPMG Peat Marwick or any successor
organization.

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     "Release" means any spilling, leaking, pumping, pouring, emitting,
emptying, discharging, injecting, storing, escaping, leaching, dumping,
discarding, burying, abandoning or disposing into the environment.

     "Reportable Event" has the meaning set forth in Section 4043 of ERISA.

     "Schedule" means, unless the context otherwise requires, the referenced
Schedule included in the Disclosure Schedules.

     "Seller" and "Sellers" have the meanings set forth in the Preamble to this
Agreement.

     "Seller Indemnified Parties" has the meaning set forth in Section 11.3.

     "Sellers' Accounting Firm" means Mayes & Mailly.

     "Seller's Group" shall mean any "affiliated group" (as defined in Section
1504(a) of the Code without regard to the limitations contained in Section
1504(b) of the Code) that includes Sellers and the Company.

     "Tax" means any federal, state, local or foreign net income, gross income,
gross receipts, sales, use, ad valorem, transfer, franchise, profits, license,
lease, service, service use, withholding, payroll, employment, excise,
severance, stamp, occupation, premium, property, windfall profits, customs,
duties or other tax, fee, assessment or charge, including any interest, penalty
or addition thereto.

     "Tax Package" has the meaning set forth in Section 6.3.

     "Tax Returns" shall mean all federal, state, local or foreign tax returns,
tax reports, and declarations of estimated tax.

     "Taxes" shall mean all federal, state, local or foreign income, gross
receipts, windfall or excess profits, severance, property, productions, sales,
use, license, excise, franchise, employment, withholding or similar taxes,
together with any interest, additions or penalties with respect thereto and any
interest in respect of such additions or penalties.

     "Year 2000 Compliant" means that systems and products accurately process
date and time data (including, without limitation, calculating, comparing and
sequencing) from, into and between the twentieth and twenty-first centuries, the
years 1999 and 2000, and leap year calculations.


Section 2.  Basic Transaction.

     2.1  Purchase and Sale of the Company Shares. On the terms and subject to
          the conditions set forth in this Agreement, at the Closing the
          Purchaser will purchase from the Sellers, and the Sellers will sell,
          transfer, assign, convey and deliver to the Purchaser, all right,
          title and interest in and to the Company Shares.

     2.2  Purchase Price. On the terms and subject to the conditions set forth
          in this Agreement, at the Closing the Purchaser will pay to the
          Sellers the Purchase Price, as follows:

          (a)  Purchaser will pay to Sellers, jointly, the aggregate sum of
               $400,000 by bank wire transfer of immediately available funds to
               an account designated in writing by Sellers; and

          (b)  Purchaser will deliver to Sellers, jointly, a promissory note
               substantially in the form attached hereto as Exhibit A in the
               aggregate principal amount of $900,000.

Purchaser' payment obligations under the Promissory Note shall be secured by the
Company Shares in accordance with the Pledge Agreement substantially in the form
of Exhibit C hereto. The aggregate principal amount of the Promissory Note
described in clause (b) above is sometimes referred to herein as the "Initial
Principal Amount." The Initial Principal Amount will be subject to adjustment as
provided in Section 2.3.


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     2.3  Adjustment of Purchase Price.

            (a) No later than 15 days after the Closing Date, the Sellers will
deliver to Purchaser and to Sellers' Accounting Firm a balance sheet of the
Company as of the Closing Date (the "Closing Date Balance Sheet") prepared in
accordance with GAAP and certified by Sellers as true and complete on the date
thereof, which will set forth the Closing Date Tangible Net Asset Value of the
Company.

            (b) The Sellers will engage Sellers' Accounting Firm, for which
engagement Purchaser shall pay the lesser of 50% of the total fees charged or
$5,000, to (i) audit the Closing Date Balance Sheet and the calculation of the
Closing Date Tangible Net Asset Value in accordance with generally accepted
auditing standards, and (ii) deliver to the Sellers, the Purchaser and
Purchaser's Accounting Firm, within 45 days of the Closing Date, a certificate
signed by the Sellers' Accounting Firm (the "Auditors Report") together with the
Closing Date Balance Sheet and the Closing Date Tangible Net Asset Value to
which such Auditors Report relates. The Auditors Report will report, without
qualification or other limitation arising out of the scope of the audit (other
than a qualification in the Auditor's Report to the effect that the Auditor's
Report covers only the Closing Date Balance Sheet and does not include any other
financial statements), that the Closing Date Balance Sheet presents fairly the
financial condition of the Company as of the Closing Date in conformity with
GAAP, except that the Closing Date Balance Sheet (i) shall not be subject to
comparison with financial statements from previous periods, and (ii) will not
give effect to any purchase accounting adjustments arising from the transactions
provided for in this Agreement.

            (c) Within 30 days after the receipt of the Auditors Report, the
Purchaser will deliver written notice to the Sellers of any objections thereto,
and will attempt in good faith to reach an agreement with the Sellers as to any
matters in dispute. If Purchaser does not give such notice within 30 days, then
Purchaser shall be deemed to have waived its right to dispute the Auditors
Report. If Purchaser does give such notice within such 30 days, and if the
Purchaser and the Sellers, notwithstanding such good faith effort at resolution,
fail to resolve all matters in dispute within 10 days after the Purchaser
advises the Sellers of its objections, then any remaining disputed matters will
be finally and conclusively determined by an independent auditing firm of
recognized national standing (the "Arbiter") selected by the Purchaser and the
Sellers, which firm will not be the regular auditing firm of the Purchaser or
the Seller. Promptly, but not later than 45 days after its acceptance of its
appointment, the Arbiter will determine (based solely on presentations by the
Sellers and the Purchaser and not by independent review) only those matters in
dispute and will render a written report as to the disputed matters and the
resulting calculation of the Closing Date Tangible Net Asset Value, which report
will be conclusive and binding upon the parties. The fees and expenses of the
Arbiter will be paid by the non-prevailing party with respect to the
determination of the Arbiter as set forth in the Arbiter's report.

            (d) For purposes of complying with the terms set forth herein, each
party will cooperate with and make available to the other party and its auditors
and representatives all information, records, data and auditors' working papers,
and will permit access to its facilities and personnel, as may be reasonably
required in connection with the preparation and analysis of the Closing Date
Balance Sheet and the calculation of the Closing Date Tangible Net Asset Value
and the resolution of any disputes thereunder. Without limiting the generality
of the foregoing, the Sellers will cause Sellers' Accounting Firm to make
available at its office to the Purchaser and Purchaser's Accounting Firm within
3 business days after delivery of the Auditors Report pursuant to Section 2.3(b)
the workpapers therefor. After the Closing, the Purchaser's auditors will also
have access to Sellers' Accounting Firm's workpapers for the Closing Date
Balance Sheet as necessary for the purpose of providing regular auditing
services to the Company.

            (e) In the event that the Closing Date Tangible Net Asset Value, as
finally determined pursuant to this Section 2.3, is less than $319,854, then the
principal amount of the Promissory Note shall be reduced by the amount of such
difference. Any reduction to the principal amount of the Promissory Note
pursuant to this Section 2.3 will be treated by the parties as an adjustment to
the Purchase Price and the Purchase Price as so adjusted will be referred to in
this Agreement as the "Purchase Price."


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Section 3.  Closing and Closing Date.

     3.1 Closing. Subject to the provisions of Section 10, the consummation of
the transactions contemplated by this Agreement (the "Closing") will take place
at the offices of Purchaser, 17911 Von Karman Avenue, Suite 300, Irvine
California 92614, on January 14, 2000, or at such other place or on such other
date as the Purchaser and the Sellers may mutually agree.

     3.2 Closing Date. The date on which the Closing actually takes place is
referred to in this Agreement as the "Closing Date." The Closing will be deemed
for all purposes under this Agreement to have occurred as of 12:01 A.M., Pacific
Standard Time, on the Closing Date.

     3.3 Deliveries at the Closing. At the Closing, (a) the Sellers will deliver
to the Purchaser the various certificates, instruments and documents referred to
in Section 10.1, (b) the Purchaser will deliver to the Sellers the various
certificates, instruments and documents referred to in Section 10.2, (c) the
Sellers will deliver to the Purchaser stock certificates representing all of the
issued and outstanding Company Shares, endorsed in blank or accompanied by duly
executed assignment documents, and (d) the Purchaser will deliver to the
Sellers, jointly, an aggregate of $400,000 in cash, the Promissory Note and the
Pledge Agreement, as specified in Section 2.2.

Section 4. Representations and Warranties of the Seller. The Sellers, jointly
and severally, represent and warrant to the Purchaser that the statements
contained in this Section 4 are correct and complete as of the date of this
Agreement and will be correct and complete as of the Closing Date (as though
then made and as though the Closing Date were substituted for the date of this
Agreement throughout this Section 4).

     4.1 Organization. The Company is a corporation duly organized, validly
existing and in good standing under the laws of the State of California. The
Company is duly qualified to conduct business and is in good standing under the
laws of each jurisdiction where such qualification is required. The Company has
full corporate power and authority and all Permits and authorizations necessary
to carry on the business in which it is engaged and in which it presently
proposes to engage and to own and use the properties owned and used by it.

     4.2 Authorization of Transaction. Mr. Henson and Mrs. Henson have the
capacity and authority to execute and deliver this Agreement and each of the
Ancillary Agreements to which either is a party and to perform their respective
obligations hereunder and thereunder. This Agreement constitutes, and each of
the Ancillary Agreements when executed and delivered by the Sellers will
constitute, the valid and legally binding obligation of the Sellers party
thereto, enforceable in accordance with their respective terms and conditions.

     4.3 Noncontravention; Consents.

            (a) Neither the execution and delivery of this Agreement or any of
the Ancillary Agreements by the Sellers, nor the consummation by the Company and
the Sellers of the transactions contemplated hereby or thereby, will violate any
Law to which the Company or the Sellers are subject or any provision of the
charter or bylaws of the Company. Neither the execution and delivery of this
Agreement or any of the Ancillary Agreement by the Sellers, nor the consummation
by the Company or the Sellers of the transactions contemplated hereby or
thereby, will constitute a violation of, be in conflict with, constitute or
create a default under or result in the creation or imposition of any Lien upon
any property of the Company or the Sellers pursuant to, any agreement or
commitment to which the Company or the Sellers are a party or by which the
Company, the Sellers or any of their respective properties (including the
Company Shares) is bound or to which the Company, the Sellers or any of such
properties is subject.

            (b) The Company and the Sellers have given all required notices and
obtained all licenses, Permits, consents, approvals, authorizations,
qualifications and orders of Governmental Entities and parties to material
contracts of the Company as are required in order to enable the Sellers to
perform their obligations under this Agreement and each of the Ancillary
Agreements, including all consents and approvals required to permit the Sellers
to transfer the Company Shares to the Purchaser. No Contract relating to the
Company has been amended to increase the amount payable by either thereunder or
otherwise modify the terms thereof in order to obtain any such consent, approval
or authorization.


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      4.4 Capitalization.  Schedule 4.4 sets forth for the Company (a) the
number of shares of authorized capital stock of each class of its capital stock,
(b) the number of issued and outstanding shares of each class of its capital
stock, (c) the number of shares of its capital stock held in treasury, (d) the
names of its directors and elected officers, and (e) the owners of its capital
stock. The Sellers have delivered to the Purchaser correct and complete copies
of the charter and bylaws of the Company as amended to date. All of the issued
and outstanding shares of capital stock of the Company have been duly authorized
and are validly issued, fully paid and nonassessable. The Sellers hold of record
and own beneficially all of the outstanding shares of the Company, free and
clear of any restrictions on transfer (other than restrictions under the
Securities Act of 1933, as amended, and applicable state securities laws),
Taxes, Liens, options, warrants, purchase rights, contracts, commitments,
equities, claims or demands. There are no outstanding or authorized options,
warrants, purchase rights, subscription rights, conversion rights, exchange
rights or other contracts or commitments that could require the Sellers to sell,
transfer or otherwise dispose of any capital stock of the Company or that could
require the Company to issue, sell or otherwise cause to become outstanding any
of its own capital stock. There are no outstanding stock appreciation, phantom
stock, profit participation or similar rights with respect to the Company. There
are no voting trusts, proxies or other agreements or understandings with respect
to the voting of any capital stock of the Company. The Company is not in default
under or in violation of any provision of its charter or bylaws. Except as set
forth on Schedule 4.4, the Company does not control directly or indirectly, nor
has any direct or indirect equity participation in, any Person.

      4.5 Financial Statements.  Set forth as Schedule 4.5 are correct and
complete copies of:

            (a) the unaudited balance sheet of the Company as of December 31,
1998 and the related statements of income and cash flow for the year then ended
(the "1998 Financial Statements"); and

            (b) the unaudited balance sheet of the Company as of December 31,
1999 (the "December 31, 1999 Balance Sheet").

The 1998 Financial Statements and the December 31, 1999 Balance Sheet are
referred to in this Agreement collectively as the "Financial Statements." The
Financial Statements were prepared consistent with past accounting practices and
present fairly the financial condition and the results of operations of the
Company as of the dates and for the periods indicated therein, subject to normal
year-end adjustments (which will not be material individually or in the
aggregate) in the case of the December 31, 1999 Balance Sheet.

     4.6 Undisclosed Liabilities. The Company has no liabilities or obligations
(whether known or unknown, absolute or contingent, liquidated or unliquidated,
or due or to become due), which exceed, individually or in the aggregate, Ten
Thousand Dollars ($10,000), except for liabilities and obligations (i) reflected
or accrued for on the December 31, 1999 Balance Sheet, (ii) that have arisen
since the date of the December 31, 1999 Balance Sheet in the ordinary course of
the operation of the Company (none of which results from, arises out of, relates
to, is the nature of or was caused by any breach of contract, breach of
warranty, tort, infringement or violation of Law) or (iii) as set forth on
Schedule 4.6.

     4.7 Events Subsequent to July 1, 1999. Since July 1, 1999, there has not
been any material adverse change in the business, financial condition,
operations, results of operations or future prospects of the Company, except for
changes that have affected the real estate industry as a whole.

     4.8 Accounts Receivable. The accounts receivable of the Company as of the
Closing Date are bona fide receivables, accounted for on a basis consistent with
that used in the preparation of the Financial Statements, representing amounts
due with respect to actual transactions in the ordinary course of the operation
of the Company. At least fifty percent (50%) of such receivables (after
discount) are collectible within ninety (90) days of the Closing Date.


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     4.9 Tax Matters. Except as set forth in Schedule 4.9:

            (a) all Tax Returns that are required to be filed prior to the
Closing Date by or with respect to the Sellers' Group and the Company have been
duly filed, or, where not so filed, are subject to an extended due date pursuant
to an extension that has been obtained therefor,

            (b) all such Tax Returns are true, complete and correct,

            (c) all Taxes due and payable by the Sellers' Group and the Company
have been paid in full,

            (d) none of the Tax Returns referred to in Schedule 4.9 has been
examined by the IRS or the appropriate state, local or foreign taxing authority,

            (e) all deficiencies asserted or assessments made as a result of
such examinations have been paid in full,

            (f) no issues that have been raised by the relevant taxing authority
in connection with the examination of any of the Tax Returns referred to in
clause (a) are currently pending,

            (g) no waivers of statutes of limitation have been given by or
requested with respect to any Taxes of the Sellers' Group or the Company,

            (h) to the Seller's Knowledge, there is no claim or assessment
threatened against Sellers or the Company, (i) the Company has withheld and
timely paid to the appropriate taxing authority the required amounts in
compliance with all tax withholding provisions of applicable Law (including,
without limitation, income, social security and employment tax withholding),

            (j) the Company has not made any payments, and are not a party to
any agreement that could obligate either to make any payments, that would not be
deductible, in whole or in part, under Section 280G or 162(m) of the Code,

            (k) the Sellers are not foreign persons subject to withholding under
Section 1445 of the Code, and

            (l) The Company is not part of an Affiliated Group other than one in
which the Sellers are the common parent.

     4.10  Contracts.

            (a) Except for the Contracts listed on Schedule 4.10, the Company is
not a party to or otherwise bound by any written or oral (i) mortgage,
indenture, note, installment obligation or other instrument relating to the
borrowing of money, (ii) guarantee of any obligation, (iii) letter of credit,
bond or other indemnity (including letters of credit, bonds or other indemnities
as to which the Company is the beneficiary but excluding endorsements of
instruments for collection in the ordinary course of the operation of the
Company), (iv) currency or interest rate swap, collar or hedge agreement, (v)
agreement for the sale or lease by the Company to any Person of any material
amount of its assets other than the retirement or other disposition of assets no
longer useful to the Company in the ordinary course of its operation, (vi)
agreement requiring the payment by the Company of more than $10,000 in any
12-month period for the purchase or lease of any machinery, equipment or other
capital assets, (vii) agreement providing for the lease or sublease by the
Company (as lessor, sublessor, lessee or sublessee) of any real estate, (viii)
collective bargaining agreement, employment, severance or consulting agreement
or agreement providing for severance payments or other additional rights or
benefits (whether or not optional) in the event of the sale of the Company, (ix)
joint venture agreement, (x) teaming agreement, (xi) Government Contract or
Government Subcontract, and except as indicated, the Company is not a party to
any Government Contract or Government Subcontract pursuant to Section 8(a) of
the Small Business Administration Act, (xii) agreement requiring the payment by
the Company to any Person of more than $10,000 in any 12-month period for the
purchase of goods or services; (xiii) license or sublicense agreement with
respect to any item of Intellectual Property (whether as licensor, licensee,
sublicensor or sublicensee) or (xiv) agreement imposing non-competition or
exclusive dealing obligations on the Company.

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            (b) The Sellers have made available to the Purchaser correct and
complete copies of each written agreement listed on Schedule 4.10, as amended to
date. Each Contract is a valid, binding and enforceable obligation of the
Company and the other party or parties thereto (subject to applicable
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and
similar Laws affecting creditors' rights and remedies generally and subject as
to enforceability to general principles of equity, including principles of
commercial reasonableness, good faith and fair dealing) and is in full force and
effect. Except as set forth on Schedule 4.10, (i) neither the Company nor, to
the Sellers' Knowledge, any other party thereto, is in material breach of any
term of any Contract or has repudiated any term of any Contract, (ii) no event,
occurrence or condition exists that, with the lapse of time, the giving of
notice, or both, would become a material default under any Contract by the
Company, or, to the Sellers' Knowledge, any other party thereto and (iii) the
Company has not waived or released any of its material rights under any
Contract.

         4.11  Real Property.

            (a) Schedule 4.11 lists all lease and sublease agreements relating
to real property leased or subleased by the Company. Except as set forth on
Schedule 4.11, with respect to each such lease and sublease:

                  (i) such lease or sublease constitutes the entire agreement to
which the Company is a party with respect to the real property leased
thereunder;

                  (ii) the Company has not assigned, sublet, transferred,
conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold
or subleasehold;

                  (iii) all facilities leased or subleased thereunder have
received all material approvals of Governmental Entities (including all Permits)
required in connection with the operation thereof and have been operated and
maintained in all material respects in accordance with all applicable Laws; and

                  (iv) there is no action, suit or proceeding pending against
the Company or, to the Sellers' Knowledge, any action, suit or proceeding
pending or threatened against the Company or any third party that would
materially interfere with the quite enjoyment of such leased real property after
the Closing Date.

            (b) All of the real property and facilities are to the Knowledge of
the Sellers leased by the Company, and all components of all improvements
included within such owned or leased real property, in working order and repair
and do not require material repair or replacement in order to serve their
intended purposes in all material respects, including use and operation
consistent with their present use and operation, except for scheduled
maintenance, repairs and replacements conducted or required in the ordinary
course of the operation of such leased real property.

            (c) Other than options, rights of first refusal or other similar
arrangements in favor of the Company under the leases and subleases relating to
the real property leased by the Company, the Company has not entered into any
contract, arrangement or understanding with respect to the future ownership,
development, use, occupancy or operation of any parcel of real property leased
by the Company.

            (d) There are no pending or, to the Sellers' Knowledge, threatened
or contemplated condemnation or eminent domain proceedings that affect the real
property leased by the Company, and the Company has not received any notice,
oral or written, of the intention of any Governmental Entity or other Person to
take or use all or any part thereof.

            (e) Since the Company's leasing of the real property leased by the
Company, none of such property or any part thereof has suffered any material
damage by fire or other casualty that has not been completely restored.

            (f) The Company has not received any written notice from any
insurance company that has issued a policy to the Company with respect to any of
its leased real property requiring the performance of any structural or other
repairs or alterations to such property.

                                      -9-
<PAGE>   10

     4.12 Title and Related Matters. Except as set forth on Schedule 4.12, the
Company now has, and on the Closing Date will have, good and marketable title to
all the properties and assets purported to be owned by it, free and clear of all
Liens. The properties and assets owned and leased by the Company include
sufficient tangible personal property to conduct the business and operations of
the Company as presently conducted.

     4.13 Intellectual Property.

            (a) The Company owns or has the right to use pursuant to valid
license, sublicense, agreement or permission all Intellectual Property necessary
or desirable for its operations as presently conducted.

            (b) The Company has not interfered with, infringed upon,
misappropriated or otherwise come into conflict with any Intellectual Property
rights of third parties. The Company has not received any charge, complaint,
claim, demand or notice alleging any such interference, infringement,
misappropriation or violation (including any claim that it must license or
refrain from using any Intellectual Property rights of any third party). To the
Sellers' Knowledge, no third party has interfered with, infringed upon,
misappropriated or otherwise come into conflict with any Intellectual Property
rights of the Company.

            (c) Schedule 4.13 identifies each patent and each registered
trademark, service mark and copyright owned by the Company and identifies each
pending patent application or application for registration the Company has filed
that. The Sellers have made available to the Purchaser correct and complete
copies of all such patents, registrations and applications, each as amended to
date, and correct and complete copies of all other written documentation
evidencing ownership and prosecution of each such item. With respect to each
such item of intellectual property required to be identified in Schedule 4.13:

                  (i) the Company possesses all right, title and interest in and
to such item, free and clear of any Lien, license or other restriction;

                  (ii) such item is not subject to any outstanding injunction,
judgment, order, decree, ruling or charge;

                  (iii) no action, suit (other than as identified in Schedule
4.14), proceeding, hearing, investigation, charge, complaint, claim or demand is
pending or, to the Sellers' Knowledge, threatened that challenges the legality,
validity, enforceability, use or ownership of such item; and

                  (iv) the Company has not agreed to indemnify any Person for or
against any interference, infringement, misappropriation or other conflict with
respect to such item.

            (d) Schedule 4.13 identifies each license, sublicense, agreement or
permission pursuant to which the Company uses any item of Intellectual Property.
With respect to each such license, sublicense, agreement or permission:

                  (i) to the Sellers' Knowledge, the underlying item of
Intellectual Property is not subject to any outstanding injunction, judgment,
order, decree, ruling or charge;

                  (ii) no action, suit, proceeding, hearing, investigation,
charge, complaint, claim or demand is pending or, to the Sellers' Knowledge,
threatened that challenges the legality, validity or enforceability of the
underlying item of Intellectual Property;

                  (iii) the transactions contemplated by this Agreement and the
Ancillary Agreements shall not constitute a breach or default under, give rise
to a right of termination under or otherwise adversely affect the ability of
Purchaser to use the Intellectual Property in conducting the business of the
Company after the Closing Date; and

                  (iv) the Company has not granted any sublicense or similar
right with respect to such license, sublicense, agreement or permission.

                                      -10-
<PAGE>   11

     4.14 Litigation. Schedule 4.14 sets forth each instance in which the
Company is (a) subject to any unsatisfied judgment order, decree, stipulation,
injunction or charge or (b) a party to or, to the Sellers' Knowledge, is
threatened to be made a party to any charge, complaint, action, suit,
proceeding, hearing or investigation of or in any court or quasi-judicial or
administrative agency of any federal, state, local or foreign jurisdiction.
There are no judicial or administrative actions, proceedings or investigations
pending or, to the Sellers' Knowledge, threatened that question the validity of
this Agreement or any of the Ancillary Agreements or any action taken or to be
taken by the Company or the Sellers in connection with this Agreement or any of
the Ancillary Agreements or that, if adversely determined, would have a material
adverse effect upon the Company's or the Sellers' ability to enter into or
perform their respective obligations under this Agreement or any of the
Ancillary Agreements to which any of them is a party.

     4.15 Employee Benefits.

            (a) Schedule 4.15 lists each Employee Benefit Plan that the Company
or the Sellers maintain with respect to the current or former employees of the
Company or to which the Company or the Sellers contribute with respect to any of
the current or former employees of the Company. With respect to each such
Employee Benefit Plan:

                  (i) such Employee Benefit Plan (and each related trust,
insurance contract or fund) complies in form and in operation in all respects
with the applicable requirements of ERISA, the Code and other applicable Laws;

                  (ii) all required reports and descriptions (including Form
5500 Annual Reports, Summary Annual Reports and Summary Plan Descriptions) have
been filed or distributed appropriately with respect to such Employee Benefit
Plan and the requirements of Part 6 of Subtitle B of Title I of ERISA and
Section 4980B of the Code have been met with respect to each such Employee
Benefit Plan which is an Employee Welfare Benefit Plan;

                  (iii) all contributions (including all employer contributions
and employee salary reduction contributions) which are due have been paid to
each such Employee Benefit Plan which is an Employee Pension Benefit Plan and
all contributions for any period ending on or before the Closing Date which are
not yet due have been paid to each such Employee Pension Benefit Plan or accrued
in accordance with the past custom and practice of the Company and the Sellers.
All premiums or other payments for all periods ending on or before the Closing
Date have been paid with respect to each such Employee Benefit Plan which is an
Employee Welfare Benefit Plan;

                  (iv) each such Employee Benefit Plan which is an Employee
Pension Benefit Plan meets the requirements of a "qualified plan" under Section
401(a) of the Code and has received, within the last two years, a favorable
determination letter from the IRS; and

                  (v) the Sellers have made available to the Purchaser correct
and complete copies of the plan documents and summary plan descriptions, the
most recent determination letter received from the IRS, the most recent Form
5500 Annual Report, and all related trust agreements, insurance contracts and
other funding agreements which implement such Employee Benefit Plan.

            (b) With respect to each Employee Benefit Plan that the Company
maintains or ever has maintained, or to which it contributes, ever has
contributed or ever has been required to contribute, there have been no
Prohibited Transactions with respect to such Employee Benefit Plan, no fiduciary
has any liability for breach of fiduciary duty or any other failure to act or
comply in connection with the administration or investment of the assets of such
Employee Benefit Plan, and no action, suit, proceeding, hearing or investigation
with respect to the administration or the investment of the assets of such
Employee Benefit Plan (other than routine claims for benefits) is pending or, to
the Sellers' Knowledge, threatened.

            (c) Except as set forth on Schedule 4.15, the Company does not
contribute to, has never contributed to or has ever been required to contribute
to any Multiemployer Plan or has any liability (including withdrawal liability)
under any Multiemployer Plan. None of the transactions contemplated by this
Agreement or any Ancillary Agreement will trigger any withdrawal or termination
liability under any Multiemployer Plan set forth on Schedule 4.15.

                                      -11-
<PAGE>   12

     4.16 Environmental Matters. Except as set forth on Schedule 4.16, (a) the
Company has complied in all material respects with all Environmental Laws in
connection with the use, maintenance and operation of all real property leased
by it and otherwise in connection with its operations, (b) the Company has no
liability, whether contingent or otherwise, under any Environmental Law with
respect to their operations or properties, (c) no notices of any violation or
alleged violation of, non-compliance or alleged non-compliance with or any
liability under, any Environmental Law relating to the operations or properties
of the Company has been received by it during the past 5 years, (d) there are no
administrative, civil or criminal writs, injunctions, decrees, orders or
judgments outstanding or any administrative, civil or criminal actions, suits,
claims, proceedings or investigations pending or, to the Sellers' Knowledge,
threatened, relating to compliance with or liability under any Environmental Law
affecting the Company, and (e) no underground tank or other underground storage
receptacle for Hazardous Materials is located on any of the real property leased
by the Company.

     4.17 Legal Compliance. Except as set forth on Schedules 4.17 and 4.14, the
Company has complied in all material respects with all applicable Laws and no
action, suit, proceeding, hearing, investigation, charge, complaint, claim,
demand or notice has been filed or commenced against or, to the Sellers'
Knowledge, has been threatened against the Company alleging any failure to so
comply.

     4.18 Insurance. Schedule 4.18 contains a correct and complete list of all
policies of insurance owned by the Sellers or any of their Affiliates under
which the Company or any of its properties or assets is insured. All such
policies are (or, in the case of the Employment Term Insurance Policy, will be
as of the Closing Date) in full force and effect, are sufficient for compliance
by the Company or the Sellers with all applicable requirements of Law and all
agreements to which the Company or the Sellers are a party or subject.

     4.19 Bank Accounts and Powers. Schedule 4.19 lists each bank, trust
company, savings institution, brokerage firm, mutual fund or other financial
institution with which the Company has an account or safe deposit box relating
to either of them and the names and identification of all Persons authorized to
draw thereon or to have access thereto. Schedule 4.19 lists the names of each
Person holding powers of attorney or agency authority from the Company and a
summary of the terms thereof.

     4.20 Brokers' Fees. Neither the Company nor the Sellers have any liability
or obligation to pay any fees or commissions to any broker, finder or agent with
respect to the transactions contemplated by this Agreement for which the
Purchaser could become liable or obligated or for which the Company, after the
Closing Date, will have any continuing obligation.

     4.21 Year 2000 Compliance. All software, hardware, databases, and devices
that run under the control of a microprocessor used by the Company, and each of
the hardware products of the Company are Year 2000 Compliant, except for
failures to be Year 2000 Compliant that would not have a material adverse effect
on the business or financial condition of the Company.

     4.22 Full Disclosure. No representation or warranty of the Sellers
contained in this Agreement contains an untrue statement of a material fact or
omits to state a material fact necessary to make the statements contained herein
or therein not misleading. There is no fact that the Sellers have not disclosed
to the Purchaser in writing that the Sellers presently believe has or will have
a material adverse effect on the Company or a material adverse effect on the
ability of the Company or the Sellers to perform this Agreement and the
Ancillary Agreements to which any of them are a party.


     Section 5. Representations and Warranties of the Purchaser. The Purchaser
represents and warrants to the Sellers that the statements contained in this
Section 5 are correct and complete as of the date of this Agreement and will be
correct and complete as of the Closing Date (as though then made and as though
the Closing Date were substituted for the date of this Agreement throughout this
Section 5).

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

                                      -12-


<PAGE>   13


          5.2 Authorization of Transaction. The Purchaser has full power and
     authority to execute and deliver this Agreement and each of the Ancillary
     Agreements and to perform its obligations hereunder and thereunder. This
     Agreement constitutes, and each of the Ancillary Agreements when executed
     and delivered by the Purchaser will constitute, the valid and legally
     binding obligation of the Purchaser, enforceable in accordance with its
     terms and conditions. Attached as Exhibit B is a duly executed resolution
     of the Board of Directors of the Purchaser authorizing the execution and
     delivery of this Agreement and approving the Purchaser's performance of the
     transactions contemplated hereby.

          5.3  Noncontravention; Consents.

          (a) Neither the execution and the delivery of this Agreement or any of
     the Ancillary Agreements by the Purchaser, nor the consummation by the
     Purchaser of the transactions contemplated hereby or thereby, will violate
     any Law to which the Purchaser is subject or any provision of the charter
     or bylaws of the Purchaser. Neither the execution and delivery of this
     Agreement or any of the Ancillary Agreements by the Purchaser, nor the
     consummation by the Purchaser of the transactions contemplated hereby or
     thereby, will constitute a violation of, be in conflict with or constitute
     or create a default under, any agreement or commitment to which the
     Purchaser is a party or by which the Purchaser or any of its properties is
     bound or to which the Purchaser or any of such properties is subject.

          (b) The Purchaser has given all required notice and obtained all
     licenses, Permits, consents, approvals, authorizations, qualifications and
     orders of Governmental Entities as are required in order to enable the
     Purchaser to perform its obligations under this Agreement and each of the
     Ancillary Agreements.

          5.4 Litigation. There are no judicial or administrative actions,
     proceedings (including bankruptcy proceedings) or investigations pending
     or, to the Purchaser's Knowledge, threatened that question the validity of
     this Agreement or any of the Ancillary Agreements or any action taken or to
     be taken by the Purchaser in connection with this Agreement or any of the
     Ancillary Agreements or that, if adversely determined, would have an
     adverse effect upon the Purchaser's ability to enter into or perform its
     obligations under this Agreement or any of the Ancillary Agreements.

          5.5 Brokers' Fees. The Purchaser has no liability or obligation to pay
     any fees or commissions to any broker, finder or agent with respect to the
     transactions contemplated by this Agreement for which The Company or the
     Sellers could become liable or obligated.


Section 6. Tax Matters.

          6.1 Liability for Taxes and Related Matters.

              (a) The Sellers shall be jointly and severally liable for and
indemnify the Purchaser for all Taxes (including, without limitation, any
obligation to contribute to the payment of a tax determined on a consolidated,
combined or unitary basis with respect to a group of corporations that includes
or included the Company and Taxes resulting from the Company ceasing to be a
member of the Sellers' Group): (i) imposed on the Sellers' Group (other than the
Company) for any taxable year and (ii) imposed on the Company or for which the
Company may otherwise be liable for any taxable year or period that ends on or
before the Closing Date and, with respect to any taxable year or period
beginning before and ending after the Closing Date, the portion of such taxable
year ending on and including the Closing Date. The Sellers shall also indemnify,
defend and hold harmless the Purchaser from all costs and expenses incurred by
the Purchaser (including reasonable attorneys' fees and expenses) in connection
with any liability to, or claim by, any taxing authority, for Taxes for which
the Sellers are required to indemnify the Purchaser under this Section 6. Except
as set forth in Section 6.1(d), the Sellers shall be entitled to any refund of
Taxes of the Company received for such periods. Indemnification made pursuant to
this Section 6.1(a) shall be made in accordance with Section 11 below.

              (b) The Purchaser shall be liable for and indemnify the Sellers
for the Taxes of the Company for any taxable year or period that begins after
the Closing Date and, with respect to any taxable year or period beginning
before and ending after the Closing Date, the portion of such taxable year
beginning after the Closing Date. The Purchaser shall also indemnify, defend and
hold harmless the Sellers from all costs and expenses incurred by the Sellers
(including reasonable attorneys' fees and expenses) in connection with any
liability to, or claim by, any taxing authority,


                                      -13-
<PAGE>   14
for Taxes for which the Purchaser is required to indemnify the Sellers under
this Section 6. The Purchaser shall be entitled to any refund of Taxes of the
Company received for such periods.

            (c) For purposes of paragraphs (a) and (b) above, whenever it is
necessary to determine the liability for Taxes of the Company for a portion of a
taxable year or period that begins before and ends after the Closing Date, the
determination of the Taxes of the Company for the portion of the year or period
ending on, and the portion of the year or period beginning after, the Closing
Date shall be determined by assuming that the Company had a taxable year or
period which ended at the close of the Closing Date, except that exemptions,
allowances or deductions that are calculated on an annual basis, such as the
deduction for depreciation, shall be apportioned on a time basis.

            (d) If Sellers become entitled to a refund or credit of Taxes for
any period for which it is liable under Section 6.1(a) to indemnify the
Purchaser and such Taxes are attributable solely to the carryback of losses,
credits or similar items attributable to the Company and from a taxable year or
period that begins after the Closing Date, the Sellers shall promptly pay to the
Purchaser the amount of such refund or credit together with any interest
thereon. In the event that any refund or credit of Taxes for which a payment has
been made is subsequently reduced or disallowed, the Purchaser shall indemnify
and hold harmless the Sellers for any tax liability, including interest and
penalties, assessed against Sellers by reason of the reduction or disallowance.

            (e) The Sellers shall file or cause to be filed when due all Tax
Returns that are required to be filed by or with respect to the Company for
taxable years or periods ending on or before the Closing Date and shall pay any
Taxes due in respect of such Tax Returns, and the Purchaser shall file or cause
to be filed when due all Tax Returns that are required to be filed by or with
respect to the Company for taxable years or periods ending after the Closing
Date and shall remit any Taxes due in respect of such Tax Returns. The Sellers
shall pay the Purchaser the Taxes for which the Sellers are liable pursuant to
Section 6.1(a) but which are payable with Tax Returns to be filed by the
Purchaser pursuant to the previous sentence within ten days prior to the due
date for the filing of such Tax Returns.

            (f) The Purchaser shall promptly notify the Sellers in writing upon
receipt by the Purchaser, any of its Affiliates or the Company of notice of any
pending or threatened federal, state, local or foreign income or franchise tax
audits or assessments which may materially affect the tax liabilities of the
Company for which the Sellers would be required to indemnify the Purchaser
pursuant to Section 6.1(a), provided, that failure to comply with this provision
shall not affect the Purchaser's right to indemnification hereunder except and
to the extent such delay is prejudicial to the Sellers. The Sellers shall have
the sole right to represent the Company's interests in any tax audit or
administrative proceeding relating to taxable periods ending on or before the
Closing Date, and to employ counsel of its choice at its expense.
Notwithstanding the foregoing, the Sellers shall not be entitled to settle,
either administratively or after the commencement of litigation, any claim for
Taxes which would adversely affect the liability for Taxes of the Purchaser or
the Company for any period after the Closing Date to any extent (including, but
not limited to, the imposition of income tax deficiencies, the reduction of
asset basis or cost adjustments, the lengthening of any amortization or
depreciation deductions, or the reduction of loss or credit carryforwards)
without the prior written consent of the Purchaser. Such consent shall not be
unreasonably withheld, and shall not be necessary to the extent that the Sellers
have indemnified the Purchaser against the effects of any such settlement. The
Sellers shall be entitled to participate at their expense in the defense of any
claim for Taxes for a year or period ending after the Closing Date which may be
the subject of indemnification by the Sellers pursuant to Section 6.1(a) and,
with the written consent of the Purchaser, and at their sole expense, may assume
the entire defense of such tax claim. Neither the Purchaser nor the Company may
agree to settle any tax claim for the portion of the year or period ending on
the Closing Date which may be the subject of indemnification by the Sellers
under Section 6.1(a) without the prior written consent of the Sellers, which
consent shall not be unreasonably withheld.

     6.2 Transfer Taxes. All transfer taxes which may be imposed or assessed as
a result of the Purchaser's acquisition of the Company Shares shall be borne
equally by the Sellers and the Purchaser.

     6.3 Information to be Provided by the Purchaser. With respect to the
taxable period in 1999 and 2000 prior to the Closing Date, the Purchaser shall
promptly cause the Company to prepare and provide to the Sellers a package of
tax information materials (a "Tax Package"), which shall be completed in
accordance with past practice of the Company including past practice as to
providing the information, schedules and work papers and as to the method of
computation of separate taxable income or other relevant measure of income. The
Purchaser shall cause the Tax Package for the portion of the taxable period
ending on the Closing Date to be delivered to the Sellers within 60 days after
the Closing Date. An authorized officer of the Company shall sign the Tax
Returns for taxable years or periods ending on or before the Closing Date.

                                      -14-
<PAGE>   15

     6.4 Assistance and Cooperation. After the Closing Date, each of the Sellers
and the Purchaser shall:

            (a) assist (and cause their respective Affiliates to assist) the
other party in preparing any Tax Returns or reports which such other party is
responsible for preparing and filing in accordance with this Section 6;

            (b) cooperate fully in preparing for any audits of, or disputes with
taxing authorities regarding, any Tax Returns of the Company;

            (c) make available to the other and to any taxing authority as
reasonably requested all information, records, and documents relating to Taxes
of the Company;

            (d) provide timely notice to the other in writing of any pending or
threatened tax audits or assessments of the Company for taxable period for which
the other may have a liability under this Section 6; provided, that failure to
comply with this provision shall not affect a party's rights to indemnification
hereunder except and to the extent such delay is prejudicial to the other party;
and

            (e) furnish the other with copies of all correspondence received
from any taxing authority in connection with any tax audit or information
request with respect to any such taxable period.

     6.5 Survival of Obligations. Subject to Section 11.1, the obligations of
the parties set forth in this Section 6 shall be unconditional and absolute and
shall remain in effect without limitation as to time.


Section 7. Pre-Closing Covenants. The parties agree as follows with respect to
the period between the date of this Agreement and the Closing Date.

      7.1 General. Each of the parties will use its reasonable best efforts to
take all action and to do all things necessary, proper or advisable to
consummate and make effective the transactions contemplated by this Agreement
(including satisfying the closing conditions set forth in Section 10).

      7.2 Notices and Consents. The Sellers prior to the Closing Date will give
all notices to third parties and will use their reasonable best efforts at their
expense to obtain all third party consents that are required in connection with
the transactions contemplated by this Agreement, and will make all further
filings pursuant thereto that may be necessary, proper or advisable.

      7.3 Conduct Business in Regular Course. The Sellers will cause the Company
to maintain the leased properties used or held for use in their businesses in
good operating condition and repair and make all necessary renewals, additions
and replacements thereto, will cause the Company to carry on their operations
substantially in the same manner as heretofore conducted and will not cause or
permit the Company to make or institute any unusual or novel methods of
purchase, sale, lease, management, accounting or operation.

      7.4 No General Increases. Except in the ordinary course of business
consistent with past practice, (a) the Sellers will not cause or permit the
Company to grant any general or uniform increase in the rates of pay of
employees of the Company, nor grant any general or uniform increase in the
benefits under any bonus or pension plan or other contract or commitment, and
(b) the Sellers will not cause or permit the Company to increase the
compensation payable or to become payable to officers, salaried employees with a
base salary in excess of $50,000 per year or agents of the Company, or increase
any bonus, insurance, pension or other benefit plan, payment or arrangement made
to, for or with any such officers, salaried employees or agents, except for any
increase required under the terms of any collective bargaining agreement or
consulting or employment agreement in effect on the date of this Agreement.

      7.5 Contracts and Commitments. The Sellers will not cause or permit the
Company to tender any bid, enter into any contract or commitment or engage in
any transaction, including any contract, commitment or engagement with the
Sellers or any division, unit or Affiliate of the Sellers, or effect any change
to any program, not in the usual and ordinary course of business and consistent
with the past operation of the Company.

                                      -15-
<PAGE>   16

      7.6 Dividends and Distributions. The Sellers will not cause or permit the
Company to declare or pay any dividend or distribution with respect to its
capital stock or to repurchase, redeem or otherwise acquire for value any shares
of its capital stock.

      7.7 Sale of Capital Assets. The Sellers will not cause or permit the
Company to sell or otherwise dispose of any of its capital assets.

      7.8 Preservation of Organization. The Sellers will cause the Company to
use its best efforts to preserve its business organizations intact, to keep
available to the Company after the Closing Date the present employees of the
Company and, subject to Section 7.9 below, to preserve the present relationships
of the Company with their suppliers and customers and others having business
relations with the Company.

      7.9 No Default. The Sellers will not cause or permit the Company to commit
or omit to take any act which will cause a termination of or breach or default
under any contract, commitment or obligation to which the Company is a party or
by which its assets are bound, including the Contracts.

      7.10 Compliance with Laws. The Sellers will cause the Company to comply in
its operations in all material respects with all applicable Laws or as may be
required for the valid and effective transfer to the Purchaser of the Company
Shares.

      7.11 Full Access. The Sellers will permit representatives of the Purchaser
to have full access at all reasonable times to all premises, properties, books,
records, contracts and documents of or pertaining to the Company.

      7.12 Notice of Developments. The Sellers will give prompt written notice
to the Purchaser of any material development affecting the Company. Each party
will give prompt written notice to the other of any material development
affecting the ability of the parties to consummate the transactions contemplated
by this Agreement or any of the Ancillary Agreements.

      7.13 Exclusivity. The Sellers and their respective Affiliates will not,
and will not cause or permit the Company to, solicit, initiate or encourage the
submission of any proposal or offer from any Person, or negotiate any
unsolicited offer or proposal, relating to any (a) liquidation, dissolution or
recapitalization, (b) merger or consolidation, (c) acquisition or purchase of
securities or assets or (d) similar transaction or business combination
involving the Company. The Sellers will notify the Purchaser promptly if any
Person makes any proposal, offer, inquiry or contact with respect to any of the
foregoing.

      7.14 Tax Matters. No new elections with respect to Taxes, or any changes
in current elections with respect to Taxes, relating to or affecting the Company
will be made by the Company or the Sellers after the date of this Agreement
without the prior written consent of the Purchaser. On or prior to the Closing
Date, the Sellers will provide the Purchaser, at the Purchaser's request, with
all clearance certificates or similar documents that may be required by any
state, local or other taxing authority in order to relieve the Purchaser of any
obligation to withhold or escrow any portion of the Purchase Price. On or prior
to the Closing Date, the Sellers will furnish to the Purchaser an affidavit
stating, under penalty of perjury, the Company's and each of the Sellers' United
States tax identification numbers and that neither Seller is a foreign person,
pursuant to Section 1445(b)(2) of the Code.


Section 8.  Post-Closing Covenants. The parties agree as follows with respect to
the period following the Closing Date:

      8.1 General. In case at any time after the Closing Date any further action
is necessary or desirable to carry out the purposes of this Agreement, each of
the parties will take such further action (including the execution and delivery
of such further instruments and documents) as the other party reasonably may
request, at the sole cost and expense of the requesting party (unless the
requesting party is entitled to indemnification therefor under Section 11).

      8.2  Litigation Support. In the event and for so long as any party is
actively contesting or defending against any charge, complaint, action, audit,
suit, proceeding, hearing, investigation, claim or demand in connection with (i)
any transaction contemplated under this Agreement or (ii) any fact, situation,
circumstance, status, condition,


                                      -16-
<PAGE>   17

activity, practice, plan, occurrence, event, incident, action, failure to act or
transaction on or prior to the Closing Date involving the Company, the other
party will provide its reasonable cooperation to the contesting or defending
party and its counsel in the contest or defense, make available its personnel
and provide such testimony and access to its books and records as may be
necessary in connection with the contest or defense, at the sole cost and
expense of the contesting or defending party (unless the contesting or defending
party is entitled to indemnification therefor under Section 11).

      8.3 Confidential Information. For a period of 5 years after the Closing
Date, the Sellers will treat and hold as such, and will not use for the benefit
of themselves or others, any Confidential Information. In the event the Sellers
or any of their respective Affiliates are requested or required (by oral request
or written request for information or documents in any legal proceeding,
interrogatory, subpoena, civil investigative demand or similar process) to
disclose any Confidential Information, then the relevant Seller will notify the
Purchaser promptly in writing of the request or requirement so that the
Purchaser may seek an appropriate protective order or waive compliance with this
Section 8.3. If, in the absence of a protective order or receipt of a waiver
hereunder, the Sellers are, on the advice of outside counsel, compelled to
disclose any Confidential Information to any Governmental Entity or else stand
liable for contempt, then the Sellers may disclose such Confidential Information
to such Governmental Entity, provided, that the Sellers will use its reasonable
best efforts to obtain at the request of the Purchaser an order or other
assurance that confidential treatment will be accorded to such Confidential
Information.

      8.4 Post-Closing Receipts. In the event that either party after the
Closing Date receives any funds properly belonging to the other party in
accordance with the terms of this Agreement, the receiving party will promptly
so advise such other party, will segregate and hold such funds in trust for the
benefit of such other party and will promptly deliver such funds, together with
any interest earned thereon, to an account or accounts designated in writing by
such other party.

      8.5 Indemnification in Pending Lawsuit. The Company shall continue to
indemnify and defend Mr. Henson in accordance with the Company's Bylaws in
connection with that certain lawsuit commonly referred to as BANCSERV, INC. v.
WILSON, ET AL. (OC Case No. 813354) (the "Lawsuit"), where Mr. Henson has been
named as a cross defendant. Notwithstanding the preceding sentence or anything
to the contrary in this Agreement or in the Schedules, Sellers shall (a) remain
liable to Purchaser for any Loss incurred the Company in the Lawsuit and covered
under Section 11.2; and (b) be responsible for and pay any judgment against the
Company in the Lawsuit in excess of $10,000 (net of any judgment in favor of the
Company).


Section 9. Employee Benefits Responsibilities.

      9.1 From and after the Closing Date, the Purchaser will assume liability
for and cause the Company to provide for all employees of the Company welfare
benefits substantially equivalent in the aggregate to like benefits which were
provided by the Company immediately prior to the Closing Date pursuant to the
Employee Benefit Plans as described in Schedule 4.16 of the Disclosure Schedules
and the summary plan descriptions noted therein; provided, that the liabilities
so assumed are limited to liabilities reflected on the Closing Date Balance
Sheet or on the Schedules hereto. As of the Closing Date, the Sellers'
responsibility to continue to maintain the Employee Benefit Plans for the
Company employees will terminate.

      9.2 The Company employees will participate in the Company's employee
benefit plans after the Closing Date without any waiting periods, without any
evidence of insurability and without the application of any pre-existing
physical or mental condition restrictions except to the extent previously
applicable under the Employee Benefit Plans, but counting claims incurred prior
to the Closing Date for purposes of applying deductible, out-of-pocket maximums
and other such matters.

      9.3 The Purchaser will also assume all liability and responsibility for
the payment of any otherwise eligible claims incurred under the Employee Benefit
Plans prior to the Closing Date but which have not been paid prior to the
Closing Date.

      9.4 Notwithstanding the foregoing provisions of this Section 9, nothing in
this Agreement will limit or restrict in any way the Purchaser's right to
modify, amend, terminate or establish employee benefit plans or arrangements in
whole or in part at any time after the Closing Date and this Agreement will not,
in any way or at any time, create any third party beneficiary rights for or on
behalf of any Person

                                      -17-
<PAGE>   18


Section 10.   Closing Conditions.

      10.1 Conditions to Obligation of the Purchaser. The obligation of the
Purchaser to consummate the transactions to be performed by it in connection
with the Closing is subject to satisfaction of the following conditions:

            (a) the representations and warranties of the Sellers set forth in
Section 4 will be true and correct in all material respects at and as of the
Closing Date;

            (b) the Sellers will have performed and complied with all of its
covenants hereunder in all material respects through the Closing Date;

            (c) there will not be any action, suit or proceeding pending or
threatened before any court or quasi-judicial or administrative agency of any
federal, state, local or foreign jurisdiction or before any arbitrator wherein
an unfavorable injunction, judgment, order, decree, ruling or charge would (i)
prevent consummation of any of the transactions contemplated by this Agreement
or any Ancillary Agreement, (ii) cause any of the transactions contemplated by
this Agreement or any Ancillary Agreement to be rescinded following
consummation, (iii) affect materially and adversely the right of the Purchaser
following the Closing Date to own the Company Shares or to control the Company,
or (iv) affect materially and adversely, the right of the Company to own their
assets or to operate their businesses as presently operated (and no such
injunction, judgment, order, decree, ruling or charge will be in effect);

            (d) the Sellers will have obtained all consents, releases, waivers
and other documentation required in order for the Sellers to transfer and
deliver the Company Shares to the Purchaser and fulfill their other obligations
hereunder;

            (e) the Sellers will have delivered to the Purchaser a certificate
to the effect that each of the conditions specified above are satisfied in all
respects;

            (f) the Sellers will have delivered to the Purchaser an executed
counterpart of each of the Ancillary Agreements to which they are a signatory;

            (g) the Purchaser will have received the resignations, effective as
of the Closing, of each of the directors and officers of the Company, other than
those whom the Purchaser has specified in writing at least 2 business days prior
to the Closing;

            (h) the Purchaser shall have received an opinion of counsel to the
Sellers substantially in the form attached hereto as Exhibit D;

            (i) the Sellers shall have delivered to Purchaser a Good Standing
Certificate for the Company, dated within ten (10) days of the Closing Date, for
each jurisdiction in which the Company is required to be qualified to conduct
business;

            (j) all actions to be taken by the Sellers in connection with
consummation of the transactions contemplated hereby and all certificates,
instruments and other documents required to effect the transactions contemplated
hereby will be reasonably satisfactory in form and substance to the Purchaser.

The Purchaser may waive any condition specified in this Section 10.1 if it
executes a writing so stating at or prior to the Closing.

      10.2 Conditions to Obligation of the Sellers. The obligation of the
Sellers to consummate the transactions to be performed by them in connection
with the Closing is subject to satisfaction of the following conditions:

            (a) the representations and warranties of the Purchaser set forth in
Section 5 will be true and correct in all material respects at and as of the
Closing Date;

                                      -18-
<PAGE>   19

            (b) the Purchaser will have performed and complied with all of its
covenants hereunder in all material respects through the Closing Date;

            (c) there will not be any action, suit or proceeding pending or
threatened before any court or quasi-judicial or administrative agency of any
federal, state, local or foreign jurisdiction or before any arbitrator wherein
an unfavorable injunction, judgment, order, decree, ruling or charge would (i)
prevent consummation of any of the transactions contemplated by this Agreement
or any Ancillary Agreement or (ii) cause any of the transactions contemplated by
this Agreement or any Ancillary Agreement to be rescinded following
consummation;

            (d) the Purchaser will have delivered to the Sellers an executed
counterpart of each of the Ancillary Agreements; and

            (e) all actions to be taken by the Purchaser in connection with
consummation of the transactions contemplated hereby and all certificates,
instruments and other documents required to effect the transactions contemplated
hereby will be reasonably satisfactory in form and substance to the Sellers. The
Sellers may waive any condition specified in this Section 10.2 if it executes a
writing so stating at or prior to the Closing.


Section 11.   Remedies for Breaches of this Agreement.

      11.1 Survival of Representations and Warranties. All of the
representations and warranties of the Sellers contained in Section 4 of this
Agreement or in any certificate delivered by the Sellers pursuant to this
Agreement will survive the Closing and continue in full force and effect until
the third (3rd) anniversary of the Closing Date; provided, however, that (a) the
representations and warranties contained in Sections 4.1 (Organization), 4.2
(Authorization of Transaction) and 4.4 (Capitalization) shall continue in full
force and effect forever; and (b) the representations and warranties contained
in Sections 4.9 (Tax Matters) or 4.15 (Employee Benefits), or contained in any
certificate delivered by the Sellers relating thereto, shall remain in full
force and effect until 30 days after the expiration of the applicable statute of
limitations with respect to the matter to which the claim relates, as such
limitation period may be extended from time to time.

      11.2 Indemnification Provisions for Benefit of the Purchaser.
Notwithstanding any investigation at any time made by or on behalf of the
Purchaser or any knowledge or information the Purchaser may have or be deemed to
have, in the event the Sellers breach (or in the event a third party alleges
facts that, if true, would mean the Sellers have breached) any of their
representations, warranties or covenants contained in this Agreement or any
certificate delivered by the Sellers pursuant to this Agreement, and provided
that the Purchaser makes a written claim for indemnification against the Sellers
prior to the expiration of any applicable survival period, then the Sellers will
indemnify the Purchaser from and against the entirety of any losses, expenses
(including reasonable attorneys', accountants' and experts' fees and expenses),
damages and other liabilities, including Tax-related liabilities pursuant to
Section 6 hereof (collectively, "Losses") suffered or incurred by the Purchaser
or any of its Affiliates (including the Company), or any of their respective
stockholders, directors, officers, employees and agents (collectively, the
"Purchaser Indemnified Parties"), resulting from, arising out of, relating to,
in the nature of or caused by such breach (including any Losses suffered or
incurred by any Purchaser Indemnified Party with respect to such breach after
the expiration of any applicable survival period. The liability of the Sellers
hereunder shall be joint and several. Notwithstanding anything contained in this
Agreement to the contrary, (i) the Sellers shall not have any liability to the
Purchaser Indemnified Parties hereunder until the Losses against which
indemnification is sought aggregate in excess of $10,000, and then the Sellers
shall have no liability for such first $10,000 in Losses; and (ii) the entire,
aggregate liability of the Sellers to all Purchaser Indemnified Parties
hereunder, whether personal or otherwise and whether or not related to title
insurance policies, shall in no event exceed $700,000.

      11.3 Indemnification Provisions for Benefit of the Sellers.
Notwithstanding any investigation at any time made by or on behalf of the
Sellers or any knowledge or information the Sellers may have or be deemed to
have, in the event the Purchaser breaches (or in the event any third party
alleges facts that, if true, would mean the Purchaser has breached) any of its
representations, warranties or covenants contained in this Agreement, any
certificate delivered by the Purchaser pursuant to this Agreement or any
Ancillary Agreement and provided that the Sellers make a written claim for
indemnification against the Purchaser, then the Purchaser will indemnify the
Sellers from and against the entirety of any Losses the Sellers or any of its
Affiliates (excluding The Company), or any of


                                      -19-
<PAGE>   20

their respective stockholders, directors, officers, employees or agents
(collectively, the "Seller Indemnified Parties"), may suffer or incur resulting
from, arising out of, relating to, in the nature of or caused by such breach.
Notwithstanding anything contained in this Agreement to the contrary, (i) the
Purchaser shall have no liability to the Seller Indemnified Parties hereunder
until the Losses against which indemnification is sought aggregate in excess of
$10,000, and then the Purchaser shall have no liability for such first Ten
Thousand ($10,000) in Losses; and (ii) the entire, aggregate liability of the
Purchaser to all Seller Indemnified Parties hereunder shall in no event exceed
$700,000.

      11.4 Exception to Limits on Indemnification. The maximum limits on the
liability of Sellers to Purchaser set forth in Section 11.2 above shall not
apply in the event of a breach by Sellers of (i) their obligation to deliver all
of the issued and outstanding Company Shares pursuant to Section 3.3(c); or (ii)
their representations and warranties under Section 4.13. The maximum limits on
the liability of Purchaser to Sellers set forth in Section 11.3 above shall not
apply in the event of a breach by Purchaser of its obligation to pay the
Purchase Price (including Purchaser's payment obligations under the Promissory
Note) hereunder or the compensation due to Mr. Henson pursuant to the Ancillary
Agreements.

      11.5 Indemnification Procedures. Except for claims for indemnification
made pursuant to Section 6 hereof, which claims shall follow the procedures set
forth in such Section, if any third party notifies any party hereto (the
"Indemnified Party") with respect to any matter that may give rise to a claim
for indemnification against the other party hereto (the "Indemnifying Party")
under this Section 11, then the Indemnified Party will notify the Indemnifying
Party thereof promptly and in any event within 30 days after receiving any
written notice from a third party; provided, that no delay on the part of the
Indemnified Party in notifying the Indemnifying Party will relieve the
Indemnifying Party from any obligation hereunder unless, and then solely to the
extent that, the Indemnifying Party is prejudiced thereby. Once the Indemnified
Party has given notice of the matter to the Indemnifying Party, the Indemnified
Party may defend against the matter in any manner it reasonably may deem
appropriate. In the event the Indemnifying Party notifies the Indemnified Party
within 30 days after the date the Indemnified Party has given notice of the
matter that the Indemnifying Party is assuming the defense of such matter (a)
the Indemnifying Party will defend the Indemnified Party against the matter with
counsel of its choice reasonably satisfactory to the Indemnified Party, (b) the
Indemnified Party may retain separate counsel at its sole cost and expense
(except that the Indemnifying Party will be responsible for the fees and
expenses of such separate co-counsel to the extent the Indemnified Party
concludes in good faith that the counsel the Indemnifying Party has selected has
a conflict of interest), (c) the Indemnified Party will not consent to the entry
of a judgment or enter into any settlement with respect to the matter without
the written consent of the Indemnifying Party (not to be withheld or delayed
unreasonably) and (d) the Indemnifying Party will not consent to the entry of a
judgment with respect to the matter or enter into any settlement that does not
include a provision whereby the plaintiff or claimant in the matter releases the
Indemnified Party from all liability with respect thereto, without the written
consent of the Indemnified Party (not to be withheld or delayed unreasonably).


Section 12.    Termination.

      12.1 Termination of Agreement. The parties may terminate this Agreement as
provided below:

            (a) the Purchaser and the Sellers may terminate this Agreement by
mutual written consent at any time prior to the Closing;

            (b) either the Sellers or the Purchaser may terminate this Agreement
by giving written notice to the other at any time prior to the Closing if the
Closing has not occurred on or before February 15, 2000; and

            (c) the Purchaser may terminate this Agreement by giving written
notice to the Sellers at any time prior to the Closing if (i) it is unsatisfied
in its absolute and sole discretion with the net worth of the Company as set
forth on the December 31, 1999 Balance Sheet; (ii) it is unsatisfied in its
absolute and sole discretion with its continuing due diligence investigation of
the Company; or (iii) an event occurs that has a material adverse affect on the
Company.

                                      -20-

<PAGE>   21


Effect of Termination. If any party terminates this Agreement pursuant to
Section 12.1, all obligations of the parties hereunder will terminate without
liability of any party to the other party (except for any liability of any party
then in breach); provided, that the expense allocation provisions contained in
Section 13.2 will survive termination and remain in full force and effect
thereafter.


Section 13.   Miscellaneous.

      13.1 Press Releases and Announcements. No party will issue any press
release or announcement relating to the subject matter of this Agreement prior
to the Closing Date without the prior approval of the other party; provided,
that the Purchaser may make any public disclosure it believes in good faith is
required by Law or by the rules and regulations of any stock exchange on which
the securities of such party are listed.

      13.2 Expenses: Transfer Taxes. Each of the parties hereto will bear all
legal, accounting, investment banking and other expenses incurred by it or on
its behalf in connection with the transactions contemplated by this Agreement,
whether or not such transactions are consummated. The parties will each be
responsible for the payment of 50% of all sales, use, transfer, documentary or
stamp taxes and recording and filing fees applicable to the assignment of the
Company Shares to the Purchaser or to any other transaction contemplated by this
Agreement or any of the Ancillary Agreements.

      13.3 Tax Advice. The Sellers expressly acknowledge that they have received
their own independent tax advice with respect to the transactions contemplated
by this Agreement and the Ancillary Agreements, and are not relying in any way
on any statements by the Purchaser or its representatives in connection with the
tax consequences of such transactions.

      13.4 Remedies. Any party having any rights under any provision of this
Agreement will have all rights and remedies set forth in this Agreement and all
rights and remedies that such party may have been granted at any time under any
other agreement or contract and all of the rights that such party may have under
any Law. Any such party will be entitled to enforce such rights specifically,
without posting a bond or other security, to recover damages by reason of any
breach of any provision of this Agreement and to exercise all other rights
granted by Law.

      13.5 Consent to Amendments. The provisions of this Agreement may be
amended or waived only by a written agreement executed and delivered by the
Sellers and the Purchaser. No other course of dealing between the parties to
this Agreement or any delay in exercising any rights hereunder will operate as a
waiver of any rights of such parties.

      13.6 Successors and Assigns. No party hereto may assign or delegate any of
such party's rights or obligations under or in connection with this Agreement or
any Ancillary Agreement without the written consent of the other party hereto;
provided, that the Purchaser may without the written consent of the Company or
the Sellers assign its rights under this Agreement or any of the Ancillary
Agreements to one or more Affiliates of the Purchaser or to any Person acquiring
all or substantially all of the stock or assets of The Company from the
Purchaser. No assignment by the Purchaser pursuant to the proviso of the
preceding sentence will release the Purchaser of any of its obligations under
this Agreement or any Ancillary Agreement or waive or release any right or
remedy the Sellers may have against the Purchaser hereunder or thereunder. All
covenants and agreements contained in this Agreement or in any Ancillary
Agreement by or on behalf of any of the parties hereto or thereto will be
binding upon and enforceable against the respective successors and assigns of
such party and will be enforceable by and will inure to the benefit of the
respective successors and permitted assigns of such party.

      13.7 Severability. Whenever possible, each provision of this Agreement
will be interpreted in such manner as to be effective and valid under applicable
Law, but if any provision of this Agreement is held to be prohibited by or
invalid under applicable Law, such provision will be ineffective only to the
extent of such prohibition or invalidity, without invalidating the remainder of
this Agreement.

                                      -21-
<PAGE>   22

      13.8 Counterparts. This Agreement may be executed simultaneously in two
(2) or more counterparts, any one of which need not contain the signatures of
more than one party, but all such counterparts taken together will constitute
one and the same Agreement.

      13.9 Descriptive Headings. The descriptive headings of this Agreement are
inserted for convenience only and do not constitute a part of this Agreement.

      13.10 Notices. All notices, demands or other communications to be given or
delivered under or by reason of the provisions of this Agreement will be in
writing and will be deemed to have been given when delivered personally to the
recipient or when sent to the recipient by telecopy (receipt confirmed), one
business day after the date when sent to the recipient by reputable express
courier service (charges prepaid) or three business days after the date when
mailed to the recipient by certified or registered mail, return receipt
requested and postage prepaid. Such notices, demands and other communications
will be sent to the Purchaser and the Seller at the addresses indicated below:

     If to the Purchaser:     American National Financial, Inc.
                              17911 Von Karman Avenue, Suite 200
                              Irvine, California  92614
                              Fax no. (949) 260-1692
                              Attn: Michael C. Lowther
                              Chief Executive Officer

     With a copy (which
     will not constitute
     notice) to:              Gregory S. Lane, Esq.
                              3910 State Street, Suite 300
                              Santa Barbara, California  93105
                              Fax no. (805) 563-9691

     If to the Sellers:       H. Russell Henson
                              Darlene Henson
                              10715 Equestrian Drive
                              Santa Ana, California 92705

     With a copy (which
     will not constitute
     notice) to:              James R. Ebert, Esq.
                              Kitagawa & Ebert, P.C.
                              8001 Irvine Center Drive, Suite 850
                              Irvine, California 92618
                              Fax No:  (949) 727-0607

or to such other address or to the attention of such other party as the
recipient party has specified by prior written notice to the sending party.

      13.11 No Third-Party Beneficiaries. This Agreement will not confer any
rights or remedies upon any Person other than the Sellers and the Purchaser and
their respective successors and permitted assigns.

      13.12 Entire Agreement. This Agreement (including the documents referred
to herein) constitutes the entire agreement among the parties and supersedes any
prior understandings, agreements or representations by or among the parties,
written or oral, that may have related in any way to the subject matter hereof.

                                      -22-
<PAGE>   23

      13.13 Construction. The language used in this Agreement will be deemed to
be the language chosen by the parties to express their mutual intent and no rule
of strict construction will be applied against any party. The use of the word
"including" in this Agreement means "including" without limitations and is
intended by the parties to be by way of example rather than limitation.

      13.14 Incorporation of Exhibits and Schedules. The Exhibits and Schedules
identified in this Agreement are incorporated herein by reference and made a
part hereof.

      13.15 GOVERNING LAW. ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY
AND INTERPRETATION OF THIS AGREEMENT AND THE EXHIBITS AND SCHEDULES HERETO WILL
BE GOVERNED BY THE INTERNAL LAW, AND NOT THE LAW OF CONFLICTS, OF THE STATE OF
CALIFORNIA.


         IN WITNESS WHEREOF, the parties hereto have executed and deliver this
Agreement on the date first written above.

                                       AMERICAN NATIONAL FINANCIAL, INC.





                                       -------------------------------------
                                       By:  Wayne D. Diaz
                                       Its:   President





                                       H. RUSSELL HENSON





                                      ---------------------------------------





                                       DARLENE HENSON





                                      ---------------------------------------





                                      -23-