ASSET PURCHASE AGREEMENT



                                  by and among

                           Outsourcing Solutions Inc.,

                         Coast to Coast Consulting, LLC,

                                PAE Leasing, LLC,

                    Coast to Coast Consulting, Incorporated,

                         Pioneer Auto Enterprises, Inc.

                              C2C Management, LTD.,

                                       and

                                 Robert Frasier











                              Dated March 12, 2001



<PAGE>
                                TABLE OF CONTENTS

                            ASSET PURCHASE AGREEMENT



SECTION                                                                    PAGE
-------                                                                    ----

ARTICLE I....................................................................1
   DEFINITIONS...............................................................1
     AAA Rules...............................................................1
     Affiliate...............................................................1
     Affiliated Group........................................................2
     Agreement...............................................................2
     Arbiter.................................................................2
     Arbitration Demand......................................................2
     Assignment and Assumption Agreement.....................................2
     Assumed Liabilities.....................................................2
     Average EBITDA..........................................................2
     Bill of Sale............................................................2
     Business................................................................2
     Buyer...................................................................2
     Buyer Indemnified Persons...............................................2
     C2C.....................................................................2
     C2C Assets..............................................................2
     Coast to Coast..........................................................3
     Coast to Coast Assets...................................................3
     Coast to Coast Corporate Group..........................................4
     Closing.................................................................4
     Closing Balance Sheet...................................................4
     Closing Date............................................................5
     Closing Financial Statements............................................5
     Closing Review..........................................................5
     Closing Statement.......................................................5
     Code....................................................................5
     Confidential Information................................................5
     Continuation Coverage...................................................5
     Contract................................................................5
     Controlled Affiliate....................................................5
     Court...................................................................5
     Covenant Not to Compete.................................................5
     Current Assets..........................................................5
     Current Liabilities.....................................................5
     Customer Contract.......................................................5
     Dispute Period..........................................................5
     Disputes................................................................5
     Disputed Matters........................................................6
     Dollars.................................................................6
     Earnings................................................................6
     Earn-Out Payment........................................................6
     EBITDA..................................................................6
     Effective Time..........................................................6
     Employee Plans/Agreements or Employee Plan/Agreement....................6
     Employees...............................................................6
     Employment Agreements...................................................6
     Environmental Laws......................................................6
     ERISA...................................................................6
     Excluded Assets.........................................................6
     Final Payment...........................................................6
     Financial Statements....................................................6
     Frasier.................................................................6
     GAAP....................................................................6
     Government..............................................................6
     Hazardous Materials.....................................................7
     Indemnified Losses......................................................7
     Indemnified Party.......................................................7
     Indemnifying Party......................................................7
     Initial Payment.........................................................7
     Intellectual Property...................................................7
     Interim Balance Sheet...................................................7
     Interim Statements......................................................7
     IRCA....................................................................7
     Law.....................................................................7
     Liabilities.............................................................7
     Lien....................................................................8
     Losses..................................................................8
     Net Worth...............................................................8
     Net Worth Target........................................................8
     Notice of Dispute.......................................................8
     Notice of Objection.....................................................8
     OSI.....................................................................8
     Ordinary Course.........................................................8
     PBGC....................................................................8
     Party...................................................................8
     Payment Period..........................................................8
     Permitted Liens.........................................................8
     Person..................................................................8
     Pioneer.................................................................8
     Pioneer Assets..........................................................8
     Plan....................................................................9
     Property...............................................................10
     Purchased Assets.......................................................10
     Restricted Period......................................................10
     Returns................................................................10
     Seller or Sellers......................................................10
     Sellers Group Representative...........................................10
     Sellers Indemnified Persons............................................10
     Tax Affiliate..........................................................10
     Taxes..................................................................10
     Third Person...........................................................10
     Third Person Claim.....................................................10

ARTICLE II..................................................................11
   PURCHASE AND SALE OF ASSETS..............................................11
     2.1 Assets to be Purchased.............................................11
     2.2 Assumed Liabilities................................................11
     2.3 Consideration......................................................11
     2.4 Post-Closing Adjustments to the Initial Payment....................11
     2.5 Allocation of Consideration........................................12
     2.6 Closing............................................................12
     2.7 Deliveries of Sellers at the Closing...............................12
     2.8 Deliveries of Buyer at the Closing.................................12
     2.9 The Closing Balance Sheet and the Closing Statement................12
     2.10 Earn-Out Payment..................................................14

ARTICLE III.................................................................16
   REPRESENTATIONS AND WARRANTIES OF SELLERS AND SHAREHOLDER................16
     3.1 Corporate Existence and Power of
           Coast to Coast Corporate Group...................................16
     3.2 Approval and Enforceability of Agreement...........................17
     3.3 Financial Statements...............................................18
     3.4 Events Subsequent to December 31, 2000.............................18
     3.5 Assets in Possession of Others.....................................19
     3.6 Accounts and Notes Receivable......................................19
     3.7 Undisclosed Liabilities............................................19
     3.8 Taxes..............................................................20
     3.9 Real Property - Owned..............................................21
     3.10 Personal Property - Owned.........................................21
     3.11 Real and Personal Property - Leased from any Seller...............21
     3.12 Real and Personal Property - Leased to any Seller.................21
     3.13 Intellectual Property.............................................22
     3.14 Necessary Property and Transfer of Purchased Assets...............23
     3.15 Use and Condition of Property.....................................23
     3.16 Licenses and Permits..............................................23
     3.17 Contracts--Disclosure.............................................24
     3.18 Customer Contracts................................................25
     3.19 Contracts--Validity, Etc..........................................25
     3.20 No Breach of Law or Governing Document............................26
     3.21 Litigation and Arbitration........................................26
     3.22 Directors, Officers, Employees and Consultants....................26
     3.23 Indebtedness to and from Directors, Officers and Others...........27
     3.24 Outside Financial Interests.......................................27
     3.25 Payments, Compensation and Perquisites
           of Agents and Employees.................  .......................27
     3.26 Labor Contracts...................................................27
     3.27 Employee Benefit Plans............................................27
     3.28 Overtime, Back Wages, Vacation and Minimum Wages..................29
     3.29 Discrimination, Workers Compensation
           and Occupational Safety and Health.........  ....................29
     3.30 Alien Employment Eligibility......................................30
     3.31 Labor Disputes; Unfair Labor Practices............................30
     3.32 Insurance Policies................................................30
     3.33 Guarantees........................................................30
     3.34 Environmental Matters.............................................31
     3.35 Broker's Fees.....................................................32
     3.36 Foreign Assets and Operations.....................................32
     3.37 Service Warranties and Guarantees.................................32
     3.38 Books and Records.................................................32
     3.39 Truthfulness......................................................32

ARTICLE IV..................................................................33
   REPRESENTATIONS AND WARRANTIES OF BUYER AND OSI..........................33
     4.1 Corporate Existence of Buyer. .....................................33
     4.2 Approval of Agreement...... .......................................33
     4.3 No Breach of Articles or Indentures.... ...........................34
     4.4 Broker's Fees... ..................................................34

ARTICLE V...................................................................34
   COVENANTS CONCERNING SELLERS.............................................34
     5.1 Operation of the Business..........................................34
     5.2 Preservation of Business...........................................35
     5.3 Insurance and Maintenance of Property..............................35
     5.4 Full Access........................................................35
     5.5 Books, Records and Financial Statements............................35
     5.6 Governmental Filings...............................................35
     5.7 Tax Matters........................................................36
     5.8 Travel Rebates.....................................................36
     5.9 Employee Benefits..................................................37
     5.10 Lease Payments....................................................37

ARTICLE VI..................................................................37
   OTHER AGREEMENTS.........................................................37

ARTICLE VII.................................................................37
   COVENANT NOT TO COMPETE..................................................37
     7.1 Covenant Not to Compete............................................37
     7.2 Employees..........................................................38
     7.3 Confidentiality....................................................38
     7.4 Remedies...........................................................38
     7.5 Permitted Investments..............................................38

ARTICLE VIII................................................................39
   CONDITIONS TO BUYER'S OBLIGATIONS........................................39
     8.1 Representations and Warranties of Sellers..........................39
     8.2 Intentionally Deleted..............................................39
     8.3 Performance of this Agreement......................................39
     8.4 No Material Adverse Change and No
            Extraordinary Distributions.....................................39
     8.5 Certificate of Sellers and Coast to Coast..........................39
     8.6 Employment Agreements..............................................39
     8.7 Audits.............................................................39
     8.8 No Lawsuits........................................................40
     8.9 No Restrictions....................................................40
     8.10 Consents..........................................................40
     8.11 Releases..........................................................40
     8.12 Documents.........................................................40
     8.13 Due Diligence.....................................................41
     8.14 Employees and Independent Contractors.............................42
     8.15 Further Assurances................................................42

ARTICLE IX..................................................................42
   CONDITIONS TO SELLERS' OBLIGATIONS.......................................42
     9.1 Representations and Warranties of Buyer and OSI....................42
     9.2 Performance of this Agreement......................................42
     9.3 Certificate of Buyer and OSI.......................................42
     9.4 Employment Agreements..............................................42
     9.5 Payment of Initial Payment.........................................42
     9.6 No Lawsuits........................................................43
     9.7 Documents..........................................................43
     9.8 Further Assurances.................................................43

ARTICLE X...................................................................43
   INDEMNIFICATION..........................................................43
     10.1 Survival of Representations and Warranties........................44
     10.2 Sellers' Indemnification..........................................44
     10.3 Buyer's Indemnification...........................................45
     10.4 Notice of Claim...................................................46
     10.5 Right to Contest Claims of Third Persons..........................46
     10.6 Set-Off Rights....................................................47

ARTICLE XI..................................................................47
   MISCELLANEOUS............................................................47
     11.1 Assignment; Binding Agreement.....................................47
     11.2 Termination of Agreement..........................................47
     11.3 Manner and Effect of Termination..................................48
     11.4 Non-Disclosure of Information.....................................48
     11.5 Bulk Sales........................................................48
     11.6 Entire Agreement and Modification.................................48
     11.7 Severability......................................................49
     11.8 Counterparts......................................................49
     11.9 Headings; Interpretation..........................................49
     11.10 Arbitration, Choice of Forum and Governing Law...................50
     11.11 Payment of Fees and Expenses.....................................51
     11.12 Sellers Group Representative.....................................51
     11.13 Notices..........................................................51
     11.14 Employees........................................................52

<PAGE>
                            ASSET PURCHASE AGREEMENT



     THIS ASSET PURCHASE AGREEMENT (the "Agreement") is made as of this 12th day
of March,  2001,  by and  among,  on one hand,  Outsourcing  Solutions  Inc.,  a
Delaware corporation ("OSI"), Coast to Coast Consulting, LLC, a Delaware limited
liability  company  ("Consulting  LLC"),  PAE Leasing,  LLC , a Delaware limited
liability company ("Leasing LLC"), (collectively, Consulting LLC and Leasing LLC
are "Buyer"), and on the other hand, Coast to Coast Consulting,  Incorporated, a
Texas corporation  ("Coast to Coast"),  Pioneer Auto Enterprises,  Inc., a Texas
corporation  ("Pioneer"),and  C2C Management,  LTD., a Texas limited partnership
("C2C"),  and Robert Frasier ("Frasier")  (Pioneer,  C2C and Frasier are each, a
"Seller"  and  together,  "Sellers").  Certain  defined  terms  are set forth in
Article I.

                                    RECITALS

     A.    Buyer desires to  purchase from  Sellers the Purchased  Assets and to
assume the Assumed Liabilities, on the following terms and conditions; and

     B.    Sellers desire to sell to Buyer the Purchased Assets and to assign to
Buyer the Assumed Liabilities, on the following terms and conditions.

     C.    Pursuant to a plan of liquidation adopted on December 26, 2000, Coast
to Coast elected to liquidate, effective immediately prior to the closing of the
transactions  contemplated  herein, all of its assets and certain liabilities to
Frasier  ("Coast to Coast  Transaction"),  who in turn will sell such assets and
transfer such liabilities pursuant to the terms set forth below.


     NOW,  THEREFORE,  in consideration of the foregoing recitals and the mutual
covenants,  representations,  warranties,  conditions and agreements hereinafter
expressed, the Parties agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

     "2002 Interest" has the meaning set forth in Section 2.10(d).

     "2003 Interest" has the meaning set forth in Section 2.10(d).

     "AAA  Rules"  means  the  Commercial  Arbitration  Rules  of  the  American
Arbitration Association, as amended from time to time.

     "Affiliate" means a Person that directly, or indirectly through one or more
intermediaries, controls, is controlled by, or is under common control with, the
Person referred to. In this definition,  "control" means the possession,  direct
or indirect, of the power to direct or cause the direction of the management and
policies of a Person,  whether through ownership of securities,  by contract, or
otherwise.

     "Affiliated Group" has the meaning set forth in Section 1504 of the Code.

     "Agreement" has the meaning set forth in the Preamble.

     "Arbiter" means the individual appointed under Section 2.9(c).

     "Arbitration Demand" has the meaning set forth in Section 11.10(a).

     "Assignment  and  Assumption  Agreement"  means the form of instrument  set
forth as Exhibit A.

     "Assumed  Liabilities" means Liabilities to the extent they are incurred in
the Ordinary Course of the Business and to the extent they are:

     (a)   Liabilities  that are quantified on the Closing Balance Sheet and the
Closing Statement; or

executory obligations arising from the Business which are specifically set forth
on Schedule  1.1(a)  hereto to the extent such  obligations  are to be performed
after the Effective Time and are accompanied by a correlated duty of performance
or payment on the part of the other party(s) thereto.

     "Average EBITDA" has the meaning set forth in Section 2.10(a).

     "Bill of Sale" means the form of instrument set forth as Exhibit B.

     "Business"  means  the  business  and  operations  of the  Coast  to  Coast
Corporate Group including without  limitation the business  generally  conducted
under  the  trade  names  "Coast  to  Coast  Consulting,  Inc.,"  "Pioneer  Auto
Enterprises, Inc." and "C2C Management, LTD."

     "Buyer" has the meaning set forth in the Preamble.

     "Buyer Indemnified Persons" has the meaning set forth in Section 10.2(a).

     "C2C" has the meaning set forth in the Preamble.

     "C2C  Assets"  means all  assets and  property  and  associated  rights and
interests,  real, personal and mixed, tangible and intangible, of whatever kind,
owned or used by C2C, except Excluded Assets. Without limiting the generality of
the foregoing, the C2C Assets include the following items:

     (a)   all assets reflected and/or described on the Interim Balance Sheet on
C2C,  except any such assets which have been disposed of in the  Ordinary Course
since the Interim Balance Sheet date and except Excluded Assets;

     (b)   all  assets owned or used by C2C which have been fully depreciated or
written off;

     (c)   all assets acquired by C2C since the Interim Balance Sheet date;

     (d)   all accounts receivable of C2C;

     (e)   all supplies of C2C;

     (f)   all Contracts of C2C with suppliers, consultants or customers;

     (g)   all machinery, equipment and tools of C2C;

     (h)   all vehicles of C2C;

     (i)   all  Intellectual Property of C2C and documentation  thereof and  the
right and power to assert,  defend and recover  title thereto in the same manner
and  to the  same  extent  as  C2C  could  or  could  cause  to be  done  if the
transactions  contemplated  hereby did not occur,  and the right to recover  for
past damages on account of the infringement, misuse, or theft thereof;

     (j)   all  records,  including business,  computer,  engineering  and other
records,  and all  associated  documents,  discs,  tapes  and other  storage  or
recordkeeping  media  of C2C,  including  but not  limited  to all  sales  data,
customer lists, accounts,  bids, contracts,  supplier records and other data and
information of the Business;

     (k)   all of C2C's rights and claims against others under Contracts; and

     (l)   all  other  claims  against  others,  rights  and choses  in  action,
liquidated or  unliquidated,  of C2C arising from the Business,  including those
arising under insurance policies and those related to the Assumed Liabilities.

     "Coast to Coast" has the meaning set forth in the Preamble.

     "Coast to Coast  Assets"  means and all assets and property and  associated
rights and interests,  real,  personal and mixed,  tangible and  intangible,  of
whatever kind, owned or used by Coast to Coast immediately prior to the Coast to
Coast  Transaction,  except  Excluded  Assets;  such assets to be transferred to
Frasier as contemplated in the recitals to this Agreement.  Without limiting the
generality  of the  foregoing,  the Coast to Coast Assets  include the following
items:

     (a)   all of assets reflected and/or described on the Interim Balance Sheet
Coast to Coast,  except  any such  assets  which  have been  disposed  of in the
Ordinary Course since the Interim Balance Sheet date and except Excluded Assets;

     (b)   all  assets  owned or used by  Coast to Coast  which  have been fully
depreciated or written off;

     (c)   all  assets  acquired  by  Coast to Coast  since the Interim  Balance
Sheet date;

     (d)   all accounts receivable of Coast to Coast;

     (e)   all supplies of Coast to Coast;

     (f)   all  Contracts  of  Coast to Coast  with  suppliers,  consultants  or
customers;

     (g)   all machinery, equipment and tools of Coast to Coast;

     (h)   all vehicles of Coast to Coast;

     (i)   all  Intellectual  Property  of  Coast to  Coast  and   documentation
thereof and the right and power to assert,  defend and recover  title thereto in
the same manner and to the same extent as Coast to Coast could or could cause to
be done if the transactions  contemplated hereby did not occur, and the right to
recover  for past  damages  on  account of the  infringement,  misuse,  or theft
thereof;

     (j)   all records,  including business,  computer,  engineering  and  other
records,  and all  associated  documents,  discs,  tapes  and other  storage  or
recordkeeping  media of Coast to Coast,  including  but not limited to all sales
data, customer lists, accounts, bids, contracts, supplier records and other data
and information of the Business;

     (k)   all of  Coast  to  Coast's  rights  and  claims against  others under
Contracts; and

     (l)   all  other  claims   against  others,  rights  and  choses in action,
liquidated  or  unliquidated,  of  Coast  to Coast  arising  from the  Business,
including  those  arising  under  insurance  policies  and those  related to the
Assumed Liabilities.

     "Coast to Coast Corporate Group" means Coast to Coast, Pioneer and C2C.

     "Coast to Coast Transaction" has the meaning set forth in the Recitals.

     "Closing" means the consummation of the  transactions  contemplated by this
Agreement.

     "Closing Balance Sheet" has the meaning set forth in Section 2.9(a).

     "Closing  Date" means March 12, 2001 or, if the  conditions  to the Closing
are not by then  satisfied,  on such date within three  business days  following
satisfaction  of such  conditions  (other than conditions to be satisfied at the
Closing according to the terms thereof).

     "Closing  Financial  Statements"  means the Closing  Balance  Sheet and the
Closing Statement prepared pursuant to Section 2.9(a).

     "Closing Review" has the meaning set forth in Section 2.9(a).

     "Closing Statement" has the meaning set forth in Section 2.9(a).

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

     "Confidential Information" has the meaning set forth in Section 7.3.

     "Consulting LLC" has the meaning set forth in the Preamble.

     "Continuation Coverage" has the meaning set forth in Section 3.27(d).

     "Contract"  means  any  contract,  agreement,  arrangement,  understanding,
lease,  indenture,  evidence of indebtedness,  binding commitment or instrument,
purchase order or offer,  written or oral,  entered into or made by or on behalf
of any member of the Coast to Coast  Corporate  Group (or Frasier if assigned by
Coast to Coast  pursuant  to the  Coast to Coast  Transaction),  or to which any
member of the Coast to Coast Corporate Group (or Frasier if assigned by Coast to
Coast pursuant to the Coast to Coast  Transaction)  is a party or by which it or
its property is bound.

     "Controlled  Affiliate" means any business  operated by OSI, and any person
or entity which, directly or indirectly, is owned by, or  is controlled by, OSI.

     "Court" means any court,  grand jury,  administrative  or regulatory  body,
Government agency, arbitration or mediation panel or similar body.

     "Covenant Not to Compete"  means the  obligations  of Sellers under Article
VII.

     "Current Assets" shall be determined in accordance with Schedule 2.9(a) and
shall mean accounts receivable, prepaid expenses, and other receivables.

     "Current  Liabilities"  shall be  determined  in  accordance  with Schedule
2.9(a).

     "Customer Contract" has the meaning set forth in Section 3.18.

     "Dispute Period" has the meaning set forth in Section 2.9(b).

     "Disputes" has the meaning set forth in Section 11.10(a).

     "Disputed Matters" has the meaning set forth in Section 2.10(c).

     "Dollars" or "$" means United States Dollars.

     "Earnings"  shall mean  earnings of Buyer for purposes of  calculating  the
Earn-Out Payment.

     "Earn-Out Payment" has the meaning set forth in Section 2.10(a).

     "EBITDA" has the meaning set forth in Section 2.10(a).

     "Effective Time" means the effective time of the Closing, which shall be as
of 11:59 p.m. on the Closing Date.

     "Employee  Plans/Agreements or Employee Plan/Agreement" has the meaning set
forth in Section 3.27(a).

     "Employees" has the meaning set forth in Section 3.27(a).

     "Employment  Agreements" means the forms of employment and  non-competition
agreements set forth as Exhibits C and D.

     "Environmental Laws" has the meaning set forth in Section 3.34(a).

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

     "Excluded Assets" means the Assets identified in Schedule 1.1(b).

     "Final Payment" means the Initial  Payment as adjusted  pursuant to Section
2.4(a).

     "Financial  Statements"  means the 2000  Financial  Statements and the 1999
Financial  Statements.  "2000 Financial  Statements"  means the balance sheet at
December 31, 2000 and the related  statement of income a for the 12 month period
then ended,  together  with any notes or schedules  thereto for each of Coast to
Coast and Pioneer.  "1999 Financial  Statements" means the consolidated  balance
sheet at December 31, 1999 and the related consolidated statements of income for
the 12 month period then ended,  together with any notes or schedules thereto of
Coast to Coast and Pioneer.

     "Frasier" has the meaning set forth in the Preamble.

     "GAAP" means U.S. generally accepted accounting principles.

     "Government"  means the  United  States  of  America,  any other  nation or
sovereign state, any federal,  bilateral or multilateral governmental authority,
any state, possession,  territory, county, district, municipality, city or other
governmental  unit or subdivision,  and any branch,  agency, or judicial body of
any of the foregoing.

     "Hazardous Materials" has the meaning set forth in Section 3.34(e).

     "Indemnified Losses" has the meaning set forth in Section 10.2(a).

     "Indemnified Party" has the meaning set forth in Section 10.4.

     "Indemnifying Party" has the meaning set forth in Section 10.4.

     "Initial  Payment" means Sixteen Million One Hundred Fifty Thousand Dollars
($16,150,000).

     "Intellectual  Property"  means all of the  following  (in whatever form or
medium) which are used, owned by or licensed to any member of the Coast to Coast
Corporate  Group:  (a)  patents  and patent  applications,  (b)  copyrights  and
registrations  thereof,  (c) mask works and  registrations  and applications for
registration  thereof,  (d) computer  software (whether in source code or object
code),  data and  documentation,  (e) trade  secrets and  confidential  business
information,  whether  patentable or unpatentable  and whether or not reduced to
practice,  works-for-hire,   firmware,  programs,  know-how,  manufacturing  and
productions  processes and  techniques,  research and  development  information,
inventions,  discoveries,  projections,  analyses, market studies, copyrightable
works,  financial,  marketing and business data,  pricing and cost  information,
business and  marketing  plans,  proprietary  prospect  lists,  and customer and
supplier lists and  information,  (f)  trademarks,  service marks,  trade names,
corporate names,  domain names and applications and  registrations  therefor and
(g) other proprietary rights relating to any of the foregoing.

     "Interim  Balance  Sheet" means the balance  sheet at February 28, 2001 for
each of Coast to Coast, Pioneer and C2C included in the Interim Statements.

     "Interim  Statements"  means the  Interim  Balance  Sheet  and the  related
statements of income and retained  earnings for each of Coast to Coast,  Pioneer
and C2C for the two  month  period  then  ended,  together  with  any  notes  or
schedules thereto.

     "IRCA" means the Immigration  Reform and Control Act of 1986, and the rules
and regulations thereunder.

     "Law"  means  any  statute,  law,  treaty,  ordinance,   rule,  regulation,
instrument,   directive,   decree,   order  or  injunction  of  any  Government,
quasi-governmental  authority or Court, and includes rules or regulations of any
regulatory or  self-regulatory  authority  compliance  with which is required by
law.

     "Leasing LLC" has the meaning set forth in the Preamble.

     "Liabilities"  means all  liabilities  and/or  obligations,  whether or not
required to be reflected on the financial statements of a business.

     "Lien" means any lien, security interest, mortgage, option, lease, tenancy,
occupancy, covenant, condition, easement, agreement, hypothecation, restriction,
pledge, charge, claim or other encumbrance of every kind and nature.

     "Losses" has the meaning set forth in Section 10.2(a).

     "Net Worth" means  Current  Assets minus Current  Liabilities  plus the net
book value of fixed assets,  calculated in accordance with historical accounting
practices of the Coast to Coast Corporate Group applied on a consistent basis.

     "Net Worth Target" has the meaning set forth in Section 2.4(a).

     "Notice of Dispute" means a notice to Buyer  delivered  pursuant to Section
2.9, specifying in reasonable detail all points of disagreement with the Closing
Balance Sheet and the Closing Statement.

     "Notice of Objection" has the meaning set forth in Section 2.10(c).

     "OSI" has the meaning set forth in the Preamble.

     "Ordinary  Course" means,  with respect to the Business,  only the ordinary
course  of  commercial  operations  customarily  engaged  in  by  such  Business
consistent with past practices,  and specifically  does not include (a) activity
(i)  involving  the  purchase or sale of a business  or of any  product  line or
business  unit,  (ii)  involving  modification  or adoption of any Plan or (iii)
which requires  approval by the board of directors or  shareholders of an entity
engaged in a business or (b) the incurrence of any Liability for any tort or any
breach or violation of or default under any Contract or any Law.

     "PBGC" means the Pension Benefit Guaranty Corporation.

     "Party" means any of Buyer and OSI, or the Coast to Coast  Corporate  Group
and Frasier, and "Parties" means all of them.

     "Payment Period" has the meaning set forth in Section 2.10(a).

     "Permitted  Liens"  means any liens that may be claimed by the lessor under
Contracts covering leases of vehicles to Pioneer.

     "Person" means any natural person;  any corporation,  partnership,  limited
liability company,  limited liability partnership,  joint venture,  association,
company or other legal entity; and any Government.

     "Pioneer" has the meaning set forth in the Preamble.

     "Pioneer  Assets" means all assets and property and  associated  rights and
interests,  real, personal and mixed, tangible and intangible, of whatever kind,
owned  or  used  by  Pioneer,  except  Excluded  Assets.  Without  limiting  the
generality of the foregoing, the Pioneer Assets include the following items:

     (a)   all assets reflected and/or described on the Interim Balance Sheet of
Pioneer,  except  any such assets  which have been  disposed of  in the Ordinary
Course since the Interim Balance Sheet date and except Excluded Assets;

     (b)   all  assets  owned  or  used   by  Pioneer   which  have  been  fully
depreciated or written off;

     (c)   all  assets  acquired  by Pioneer  since  the Interim  Balance  Sheet
date;

     (d)   all accounts receivable of Pioneer;

     (e)   all supplies of Pioneer;

     (f)   all Contracts of Pioneer with suppliers, consultants or customers;

     (g)   all machinery, equipment and tools of Pioneer;

     (h)   all vehicles of Pioneer;

     (i)   all  Intellectual Property of Pioneer and documentation  thereof  and
the right and power to assert,  defend  and  recover  title  thereto in the same
manner and to the same extent as Pioneer  could or could cause to be done if the
transactions  contemplated  hereby did not occur,  and the right to recover  for
past damages on account of the infringement, misuse, or theft thereof;

     (j)   all records,  including  business,  computer,  engineering and  other
records,  and all  associated  documents,  discs,  tapes  and other  storage  or
recordkeeping  media of  Pioneer,  including  but not limited to all sales data,
customer lists, accounts,  bids, contracts,  supplier records and other data and
information of the Business;

     (k)   all  of Pioneer's  rights and claims  against others under Contracts;
and

     (l)   all other  claims  against  others,  rights  and  choses  in  action,
liquidated or  unliquidated,  of Pioneer  arising from the  Business,  including
those  arising  under  insurance  policies  and  those  related  to the  Assumed
Liabilities.

     "Plan"  means any  agreement,  arrangement,  plan or policy,  qualified  or
non-qualified,  whether or not considered legally binding and whether written or
unwritten,  that involves (a) any pension, thrift, savings,  retirement,  profit
sharing,  executive  or  deferred  compensation,   bonus,  stock  option,  stock
purchase,   stock  appreciation,   phantom  stock,  health,   welfare,   "golden
parachutes,"  collective bargaining agreements or incentive plan; or (b) welfare
or "fringe"  benefits,  including  without  limitation any voluntary  employees'
beneficiary  associations or related trusts,  vacation,  severance,  disability,
medical, hospitalization,  dental, life, accident insurance and other insurance,
tuition, company car, club dues, income tax preparation,  sick leave, maternity,
paternity or family leave, child care or other benefits;  or (c) any employment,
consulting, engagement, or retainer agreement or arrangement.

     "Property" has the meaning set forth in Section 3.34(a).

     "Purchased  Assets" means the Coast to Coast Assets, the Pioneer Assets and
the C2C Assets.

     "Restricted Period" has the meaning set forth in Section 7.1(a).

     "Returns"  means  returns,   reports,   estimated  tax  and   informational
statements and returns  relating to Taxes which are, were or will be required by
Law to be filed by any Seller or Coast or other Tax Affiliate of Seller or Coast
to Coast in connection  with the Business,  and all  information  returns (e.g.,
Form W-2,  Form 1099) and  reports  relating  to Taxes or Plans.  Any one of the
foregoing Returns may be referred to sometimes as a "Return."

     "Seller or Sellers" has the meaning set forth in the Preamble.

     "Sellers Group Representative" has the meaning set forth in Section 11.12.

     "Sellers Indemnified Persons" has the meaning set forth in Section 10.3(a).

     "Tax Affiliate" means any member of an Affiliated Group of which any Seller
is or was a member,  or any member of a combined  or unitary  group of which any
Seller is or was a member.

     "Taxes" means all taxes,  charges,  fees,  levies or other like assessments
imposed or assessed by any  Government,  including  without  limitation  income,
gross receipts, profits, windfall profit, employment (including Social Security,
state  pension  plans  and  unemployment   insurance),   withholding,   payroll,
franchise,  gross receipts,  sales, use, transfer,  stamp,  occupation,  real or
personal property,  ad valorem,  value added,  premium and excise taxes; Pension
Benefit Guaranty Corporation premiums and any other like Government charges; and
shall include all penalties,  fines, assessments,  additions to tax and interest
resulting  from,  attributable  to, or incurred in connection with such Taxes or
any contest or dispute  thereof.  Any one of the foregoing Taxes may be referred
to sometimes as a "Tax."

     "Third Person" has the meaning set forth in Section 10.5.

     "Third Person Claim" has the meaning set forth in Section 10.5.

                                   ARTICLE II

                           PURCHASE AND SALE OF ASSETS

     2.1   Assets  to  be  Purchased.  Subject  to  the  terms  and   conditions
hereof,  on the Closing Date and as of the Effective  Time,  (i) C2C and Frasier
agree to sell to Consulting LLC, free and clear of all Liens, and Consulting LLC
agrees to purchase  from C2C and Frasier,  all right,  title and interest of C2C
and  Frasier to and in all of the C2C  Assets and the Coast to Coast  Assets and
(ii) Pioneer  agrees to sell to Leasing  LLC,  free and clear of all Liens other
than  Permitted  Liens,  and Leasing LLC agrees to purchase  from  Pioneer,  all
right, title and interest of Pioneer to and in all of the Pioneer Assets.

     2.2   Assumed Liabilities.

           (a) Subject  to the terms and conditions hereof, on the  Closing Date
and as of the  Effective  Time,  (i)  Consulting  LLC agrees to assume  only the
Assumed Liabilities of C2C and Coast to Coast (as assumed by Frasier pursuant to
the Coast to Coast  Transaction)  and (ii) Leasing LLC agrees to assume only the
Assumed Liabilities of Pioneer.

           (b) Notwithstanding the foregoing,  if the assignment or  transfer of
any  obligation  or  instrument  would cause a breach  thereof and if a required
consent to such  assignment or transfer has not been obtained,  then, at Buyer's
election  and in its sole  discretion,  and subject to Buyer's  right to require
strict compliance with Section 8.10 hereof,  such obligation or instrument shall
not be  assigned  or  transferred  to Buyer,  but  Buyer  shall act as agent for
Sellers  in order to obtain for Buyer the  benefits  under  such  obligation  or
instrument.

           (c) EXCEPT AS  EXPRESSLY AND UNAMBIGUOUSLY  PROVIDED IN  THIS SECTION
2.2, NEITHER BUYER NOR ANY AFFILIATE OF BUYER ASSUMES OR AGREES TO BECOME LIABLE
FOR OR SUCCESSOR TO ANY  LIABILITIES  OR OBLIGATIONS  WHATSOEVER,  LIQUIDATED OR
UNLIQUIDATED,  KNOWN OR UNKNOWN, CONTINGENT OR OTHERWISE, WHETHER OF ANY SELLER,
ANY AFFILIATE OF ANY SELLER, ANY PREDECESSOR THEREOF, OR ANY OTHER PERSON, OR OF
THE BUSINESS.  NO OTHER STATEMENT IN OR PROVISION OF THIS AGREEMENT AND NO OTHER
STATEMENT, WRITTEN OR ORAL, ACTION OR FAILURE TO ACT INCLUDES OR CONSTITUTES ANY
SUCH ASSUMPTION OR AGREEMENT, AND ANY STATEMENT TO THE CONTRARY BY ANY PERSON IS
UNAUTHORIZED AND HEREBY DISCLAIMED.

     2.3   Consideration. The consideration  for the Purchased  Assets shall  be
the  aggregate of (a)  the  Final Payment,  (b) the  Earn-Out  Payment,  if any,
provided for in Section 2.10, and (c) the amount of the Assumed Liabilities.

     2.4   Post-Closing Adjustments to the Initial Payment.

           (a) To the extent the Net Worth is greater than  $2,057,000 (the "Net
Worth Target"),  the Initial Payment shall (on a post-closing  basis pursuant to
Section 2.4(b)) be increased on a dollar-for-dollar  basis by an amount equal to
such excess. To the extent the Net Worth is less than the Net Worth Target,  the
Initial  Payment shall (on a post-closing  basis  pursuant to Section  2.4(b) be
decreased on a dollar-for-dollar  basis by an amount equal to such deficit.  The
Initial  Payment  as so  adjusted  is  hereinafter  referred  to as  the  "Final
Payment." The Net Worth and the Final  Payment shall be determined  based on the
Closing  Balance Sheet and the Closing  Statement (as finally  determined  under
Section 2.9).

           (b) Not more than 5 business days  after final  determination  of the
Final Payment,  (i) Buyer shall pay to Sellers the amount,  if any, by which the
Final Payment exceeds the Initial Payment or (ii) Sellers shall pay to Buyer the
amount, if any, by which the Final Payment is less than the Initial Payment. Any
payment or distribution from Buyer or Sellers so required to be made shall be by
wire transfer of  immediately  available  funds and shall bear interest from the
Closing  Date  through the date of payment at the prime  lending rate of Bank of
America from time to time prevailing.

     2.5   Allocation  of  Consideration.   The  consideration  provided for  in
Section  2.3  shall  be  allocated  among  the  Purchased  Assets,  the  Assumed
Liabilities  and Covenant Not to Compete as provided in Schedule 2.5 hereto,  or
as mutually agreed to in writing by the Parties after the  determination  of the
Final Payment. Such allocation shall be prepared in accordance with Section 1060
of the Code.

     2.6   Closing. The  Closing shall  take place at  10:00 a.m. on the Closing
Date or such other  time as  the Parties agree at the offices of Bryan Cave LLP,
211 N. Broadway, One Metropolitan Square,  Suite 3600, St. Louis, Missouri 63102
or such other place as the Parties agree.

     2.7   Deliveries of Sellers at the Closing.  At the Closing, subject to the
conditions  to Sellers'  obligations  in Article IX,  Sellers  shall execute and
deliver or cause to be delivered the documents identified in Article VIII.

     2.8   Deliveries of Buyer at the Closing.  At the  Closing,  subject to the
conditions to the Buyer's  obligations in Article VIII,  Buyer shall (a) execute
and deliver or cause to be delivered the documents  identified in Article IX and
(b) transfer the Initial Payment by wire transfer of immediately-available funds
to an account or accounts which shall be designated by Sellers not less than two
business days before the Closing Date

     2.9   The Closing Balance Sheet and the Closing Statement.

           (a) As  of  the  Closing  Date,  Buyer  shall conduct  a  review  and
examination  of the  Purchased  Assets and  Assumed  Liabilities  (the  "Closing
Review")  at  Buyer's  sole cost and  expense.  Sellers,  at their sole cost and
expense,  may have a  representative  review all final work papers in connection
with the  Closing  Review.  On the basis of such  Closing  Review,  Buyer  shall
prepare a balance sheet as of the Closing Date (the "Closing Balance Sheet") and
a statement  of net assets as of the  Closing  Date (the  "Closing  Statement"),
reflecting the book value, as of the Closing Date, of the Purchased  Assets less
the Assumed  Liabilities,  in accordance  with the  principles and procedures as
outlined on Schedule 2.9(a) applied  consistently  with the accounting  policies
and  procedures  followed in preparing  the  Financial  Statements.  The Closing
Balance Sheet and the Closing  Statement are herein  referred to as the "Closing
Financial  Statements." Buyer shall deliver the Closing Financial  Statements to
Sellers Group  Representative  not later than 60 calendar days after the Closing
Date.

           (b) If Sellers dispute the  Closing Financial Statements as delivered
by Buyer, then Sellers Group Representative shall not more than 20 calendar days
after the date  Sellers  Group  Representative  receives  the Closing  Financial
Statements (the "Dispute  Period")  Sellers Group  Representative  shall provide
Buyer  a  Notice  of  Dispute.  If  during  the  Dispute  Period  Sellers  Group
Representative  fails to  deliver a Notice of  Dispute,  the  Closing  Financial
Statements shall be deemed final and binding at the end of the Dispute Period.

           (c) Upon  receipt of the Notice of Dispute within the Dispute Period,
Buyer shall promptly consult with Sellers Group  Representative  with respect to
Sellers'  specified  points of disagreement in an effort to resolve the dispute.
If any such dispute cannot be resolved by Buyer and Sellers Group Representative
within 20 calendar days after Buyer  receives the Notice of Dispute,  they shall
refer  the  dispute  to a  partner  in  Ernst  &  Young  LLP,  certified  public
accountants (the "Arbiter"),  as an arbitrator to finally determine,  as soon as
practicable,  and in any event within 30 calendar days after such reference, all
points of disagreement  with respect to the Closing  Financial  Statements.  For
purposes of such arbitration, each Party shall submit proposed Closing Financial
Statements;  Buyer's  proposals  need not be identical to the Closing  Financial
Statements  delivered  pursuant to Section  2.9(a).  The Arbiter shall apply the
terms of this Section 2.9, and shall  otherwise  conduct the  arbitration  under
such procedures as the Parties may agree or, failing such  agreement,  under the
AAA Rules.  The fees and expenses of the arbitration and the Arbiter incurred in
connection with the  arbitration of the Closing  Financial  Statements  shall be
allocated,  to the extent  practical,  between  the  Parties  by the  Arbiter in
proportion to the extent either Party did not prevail on items in dispute in the
Closing Financial  Statements;  provided,  that such fees and expenses shall not
include,  so long as a Party  complies with the  procedures of this Section 2.9,
the other Party's outside counsel or accounting fees. All  determinations by the
Arbiter  shall be final,  conclusive  and  binding  with  respect to the Closing
Financial Statements and the allocation of arbitration fees and expenses.

     2.10  Earn-Out Payment.

     (a)   If Buyer achieves  average  Earnings  before interest expense, Taxes,
depreciation  and  amortization,  each item  determined in accordance  with GAAP
consistently  applied  ("EBITDA"),  in excess of $4,000,000,  for the three full
fiscal  years  beginning  January  1, 2001 and  ending  December  31,  2003 (the
"Payment Period"),  Buyer will pay C2C in cash the amount set forth opposite the
average EBITDA  obtained by Buyer for the Payment Period (the "Average  EBITDA")
in the following table (the "Earn-Out Payment"):

Average EBITDA for the
Payment Period                       Earn-Out Payment
----------------------               ----------------
$4,000,001 - $5,000,000              Four times the amount by which the
                                     Average EBITDA exceeds $4,000,000

$5,000,001 - $7,000,000              Four times the amount by which the
                                     Average EBITDA exceeds $4,000,000
                                     (for amounts up to $5,000,000 of Average
                                     EBITDA), plus two times the amount by
                                     which the Average EBITDA exceeds
                                     $5,000,000

Equals or exceeds $7,000,001         Four times the amount by which the
                                     Average EBITDA exceeds $4,000,000 (for
                                     amounts up to $5,000,000 of Average
                                     EBITDA), plus two times the amount by
                                     which the Average EBITDA exceeds
                                     $5,000,000 (for amounts up to $7,000,000
                                     of Average EBITDA), plus three
                                     times the amount by which the Average
                                     EBITDA exceeds $7,000,000

Earnings  shall be determined  for purposes of this  Agreement with the earn-out
principles and procedures set forth on Schedule 2.10(a).

     (b)   To the extent OSI determines an Earn-Out Payment is due to C2C, Buyer
will pay (and OSI will cause Buyer to pay) to C2C a preliminary  payment of such
Earn-Out  Payment due pursuant to Section  2.10(a) on the date Buyer submits its
preliminary  determination to C2C pursuant to Section  2.10(c).  Buyer shall pay
any additional  payments required pursuant to Section 2.10(a) promptly following
the final and binding determination, pursuant to this Agreement, of the Earn-Out
Payment for the Payment Period. To the extent the amount of the Earn-Out Payment
is less than the preliminary payment previously paid for the Payment Period, C2C
shall  refund the  amount in excess to Buyer  promptly  following  the final and
binding determination, pursuant to this Agreement, of the Earn-Out Payment.

     (c)   The determination of the  amount  of the  Earn-Out  Payment  shall be
determined by OSI promptly  after the  completion of the Payment Period based on
the  financial  statements  of Buyer for each year of the  Payment  Period.  The
financial statements of Buyer shall be submitted to Sellers Group Representative
within 90 calendar  days after the end of each fiscal year  (December  31, 2001,
2002 and 2003), and the  determination of the amount of the Earn-Out Payment (or
of the  determination  that no Earn-Out  Payment is due) shall be  submitted  to
Sellers Group  Representative  with Buyer's  financial  statements  for the year
ending  December  31, 2003.  After each such  submission  of a yearly  financial
result and upon  request  of  Sellers  Group  Representative,  OSI will  provide
Sellers Group  Representative  with reasonable access to its records relating to
Buyer's financial statements for such year. If Sellers Group Representative does
not  object to the  results  of Buyer's  financial  statements  for each year by
written notice of objection (the "Notice of Objection")  delivered to OSI within
20 calendar days after receipt by Sellers  Group  Representative  of such yearly
result, the proposed results of Buyer's financial statements for such year shall
be deemed final and binding.  Further, if Sellers Group  Representative does not
object to the  determination  of the amount of the  Earn-Out  Payment (or of the
determination  that no Earn-Out Payment is due) by delivering to OSI a Notice of
Objection within 20 calendar days after receipt by Sellers Group  Representative
of such  determination,  the proposed Earn-Out Payment shall be deemed final and
binding. If Sellers Group  Representative  delivers a Notice of Objection to the
results of a yearly financial  statement or to the determination of the Earn-Out
Payment within the appropriate time period, such Notice of Objection to describe
in reasonable detail each of Sellers' proposed adjustments to the results of the
yearly financial  statements  and/or the proposed  determination of the Earn-Out
Payment,  Sellers Group  Representative and OSI shall negotiate in good faith to
resolve any differences.  During such negotiation,  Sellers Group Representative
shall  have the  right to  demand an audit  and  examination  of the  applicable
financial  statements of Buyer,  which shall be conducted at OSI's sole cost and
expense.  Such audit shall be conducted  as soon as  practicable  after  written
demand by Sellers  Group  Representative  and,  upon  completion,  delivered  to
Sellers Group Representative  ("Audit Delivery Date"). If after 15 calendar days
following the Audit Delivery Date (or, if Seller Group Representative  waives or
fails to exercise the right to cause an audit to be conducted,  30 calendar days
after delivery of the Notice of Objection) any of such  objections have not been
resolved (the "Disputed Matters"), then such Disputed Matters shall be submitted
to  arbitration  in Atlanta,  Georgia.  The Arbiter (as defined in Section  2.9)
shall consider only the Disputed Matters, and the arbitration shall be conducted
in accordance with the AAA Rules.  The Arbiter shall act promptly to resolve all
Disputed  Matters and its decision with respect to all Disputed Matters shall be
final and binding  upon the Parties  hereto and shall not be  appealable  to any
court. The Arbiter shall render an opinion in writing setting forth the basis of
its  decision  on the  Disputed  Matters.  Each  Party  shall  pay all costs and
expenses incurred by such Party incident to the arbitration,  provided the costs
and  expenses of the  Arbiter  shall be shared  equally by Sellers and OSI.  Any
portion of the Earn-Out  Payment that is affected by a Disputed Matter shall not
be  distributed  until the  resolution  of the  Disputed  Matter,  and upon such
resolution any increase in the Earn-Out  Payment shall be distributed to C2C, or
any decrease in the Earn-Out Payment shall be repaid to OSI by C2C.

     (d)   In addition to the Earn-Out  Payment  described  above, interest will
accrue and be payable by Buyer as if Earn-Out Payments were to be calculated and
paid  at the  end of the  fiscal  years  ending  December  31,  2001  and  2002,
respectively.

     Interest will accrue between January 1, 2002 and December 31, 2002 based on
the  Earn-Out  Payment  that would have been earned  using EBITDA for the fiscal
year ending December 31, 2001 and the formula set forth in Section 2.10(a) above
(the "2002 Interest"). Interest will accrue between January 1, 2003 and December
31, 2003 based on (i) the  Earn-Out  Payment  that would have been earned  based
upon average  EBITDA for the fiscal years ending  December 31, 2001 and 2002 and
the formula set forth in Section 2.10(a) above, plus (ii) the 2002 Interest (the
"2003  Interest").  Interest will accrue beginning January 1, 2004 until payment
based on the  actual  Earn-Out  Payment,  plus the 2002  Interest  plus the 2003
Interest.  All interest will be calculated at an annual  percentage  rate of 6%.
All interest shall be paid when the Earn-Out  Payment is made. All 2002 Interest
and  2003  Interest  shall be  payable  regardless  of  whether  Buyer  shall be
ultimately responsible to make the actual Earn-Out Payment.


                                   ARTICLE III

                    REPRESENTATIONS AND WARRANTIES OF SELLERS

     Each  of  Sellers,  jointly  and  severally,  hereby  makes  the  following
representations  and warranties,  each of which Sellers represent and warrant is
true and correct on the date hereof and shall be true and correct on the Closing
Date and each of which  shall  survive  the  Closing  Date and the  transactions
contemplated hereby pursuant to Section 10.1.

     3.1   Corporate Existence and Power of Coast to Coast Corporate Group.

     (a)   True and complete copies of the articles of  incorporation and bylaws
and all  amendments  thereto  of Coast to Coast  have been  delivered  to Buyer.
Immediately prior to the consummation of the Coast to Coast  Transaction,  Coast
to Coast was a corporation duly organized, validly existing and in good standing
under the Laws of the state of its  incorporation.  True and complete  copies of
the articles of incorporation  and bylaws and all amendments  thereto of Pioneer
have been delivered to Buyer.  Pioneer is a corporation duly organized,  validly
existing and in good standing under the Laws of the state of its  incorporation.
True and complete copies of the  certificate of limited  partnership and limited
partnership  agreement and all amendments  thereto of C2C have been delivered to
Buyer. C2C is a limited  partnership  duly formed,  validly existing and in good
standing under the Laws of the state of its formation.

     (b)   Immediately  prior  to  the  consummation   of  the  Coast  to  Coast
Transaction, Coast to Coast had the corporate power and authority to own and use
its  assets and to  transact  the  business  in which it was  engaged,  held all
franchises, licenses, permits necessary and required therefor, was duly licensed
or qualified to do business as a foreign corporation and was in good standing in
each jurisdiction where such license or qualification was required, except where
the failure to be so qualified would not have had a material adverse effect upon
the business,  condition (financial or otherwise) or operations of the Business.
Pioneer has the  corporate  power and authority to own and use its assets and to
transact the business in which it is engaged,  holds all  franchises,  licenses,
permits  necessary  and required  therefor,  is duly licensed or qualified to do
business as a foreign  corporation and is in good standing in each  jurisdiction
where such license or qualification is required,  except where the failure to be
so  qualified  would  not have a  material  adverse  effect  upon the  business,
condition  (financial or  otherwise) or operations of the Business.  C2C has the
partnership  power and  authority  to own and use its Assets and to transact the
business  in  which it is  engaged,  holds  all  franchises,  licenses,  permits
necessary and required therefor, is duly licensed or qualified to do business as
a foreign limited partnership and is in good standing in each jurisdiction where
such license or  qualification  is  required,  except where the failure to be so
qualified would not have a material adverse effect upon the business,  condition
(financial or  otherwise) or operations of the Business.  Each of Coast to Coast
and Pioneer has the corporate power, and C2C has the partnership power, to enter
into this Agreement, to perform its obligations hereunder, and to consummate the
transactions contemplated hereby. Except for the other Sellers, neither Coast to
Coast,  Pioneer nor C2C has any direct or indirect  subsidiaries or other entity
in which it has a controlling  interest nor does Coast to Coast,  Pioneer or C2C
have any direct or indirect ownership or beneficial interest in any other entity
or enterprise.

     3.2   Approval and Enforceability of Agreement.

     (a)   The execution and delivery of this Agreement and  the consummation of
the transactions contemplated hereby have  been  duly  authorized, approved  and
ratified by all necessary  corporate or limited partnership (as the case may be)
action on the part of each member of the Coast to Coast Corporate  Group. At the
Closing, each member of the Coast to Coast Corporate Group will deliver to Buyer
correct and  complete  copies of the  resolutions  or  consents of such  member,
certified by its secretary or general partner, giving authorization and approval
of the transactions  contemplated hereby. Such resolutions or consents shall not
have  been  altered,  amended  or  revoked.  Each of  Pioneer  and C2C has  full
corporate or limited  partnership  (as the case may be)  authority to enter into
and  deliver  this  Agreement,  to  perform  its  obligations  hereunder  and to
consummate the transactions  contemplated hereby and thereby. Coast to Coast has
full corporate  authority to enter into and deliver this  Agreement,  to perform
its obligations  hereunder.  Prior to the liquidation of Coast to Coast, Frasier
has been the sole shareholder of Coast to Coast.  Frasier is the limited partner
of C2C  with a 99%  ownership  interest  in  C2C.  Frasier  is  the  record  and
beneficial  owner of 50% of  Pioneer  and  Alexander  Frasier  is the record and
beneficial owner of 50% of Pioneer.  Frasier, as a shareholder,  limited partner
and  Seller,  has the full  power,  legal  right and  capacity to enter into and
deliver this Agreement,  to perform his obligations  hereunder and to consummate
the  transactions  contemplated  hereby.

     (b)   Assuming  due  execution  and  delivery hereof by Buyer and OSI, this
Agreement  is the legal,  valid and binding  obligation  of Sellers and Coast to
Coast,  enforceable  against each of Sellers and Coast to Coast according to its
terms  except  that (i) such  enforcement  may be  limited  by or subject to any
bankruptcy,  insolvency,  reorganization,  moratorium  or  similar  laws  now or
hereafter in effect relating to or limiting creditors' rights generally and (ii)
the remedy of specific  performance  and injunctive and other forms of equitable
relief are subject to certain  equitable  defenses and to the  discretion of the
Court before which any proceeding therefor may be brought.

     3.3   Financial  Statements.  Attached  as  Schedule  3.3  hereto  are  the
Financial  Statements  and  the  Interim  Financial  Statements.  The  Financial
Statements and Interim  Statements  were derived  from the books and  records of
the Business  and (a) are true,  complete  and correct,  (b) present fairly  the
financial position,  results of  operations  and cash flows  of the  Business at
the  dates  and  for  the  periods  indicated,  and (c) have  been  prepared  in
accordance  with  the  Business' historical   accounting  practices,  which  are
based  on an  accrual  basis  of accounting, consistently  applied with previous
periods.

     3.4   Events  Subsequent  to  December 31, 2000.   Since December 31, 2000,
except  for any events  resulting  from the  consummation  of the Coast to Coast
Transaction and except as set forth on Schedule 3.4, there has been no:

     (a)   change  in  the  business,  condition  (financial  or  otherwise)  or
operations  of any  member of  the Coast  to  Coast  Corporate Group  other than
changes in the  Ordinary  Course,  which  individually  or  in the aggregate has
been  materially adverse to the Business;

     (b)   unexpected  or  early  termination  (or  threatened  termination)  of
a customer account;

     (c)   damage,  destruction  or loss, whether covered  by insurance  or not,
affecting any Purchased Asset;

     (d)   increase in or commitment to increase compensation, benefits or other
remuneration  to or  for  the  benefit  of  any  shareholder,  member,  partner,
director,  officer,  employee  or  agent  of any  member  of the  Coast to Coast
Corporate  Group,  or, in connection with the Business,  any other Person or any
benefits granted under any Plan with or for the benefit of any such shareholder,
member, partner, director, officer, employee, agent or Person;

     (e)   transaction  entered  into or carried  out by any member of the Coast
to Coast Corporate Group other than in the Ordinary Course of the Business;

     (f)   borrowing or incurrence of any indebtedness,  contingent or other, by
or on behalf of  any  member  of the  Coast  to  Coast Corporate  Group,  or any
endorsement,   assumption  or  guarantee  of  payment  or   performance  of  any
Indebtedness  or  Liability  of any other  Person or entity by any member of the
Coast to Coast Corporate Group;

     (g)   change made by any  member of the Coast to Coast  Corporate  Group in
its Tax or financial accounting or any Tax election;

     (h)   grant of any Lien with respect to the Purchased Assets;

     (i)   transfer of any  assets  other  than  arm's  length  sales, leases or
dispositions in the Ordinary Course of the Business;

     (j)   modification  or  termination  (other  than  a  termination   due  to
expiration) of any Contract or any material term thereof;

     (k)   lease or acquisition of any capital  assets included in the Purchased
Assets with a value greater than $10,000 per item;

     (l)   loan or  advance to any  Person which has  not been repaid  as of the
date hereof; or

     (m)   commitment or agreement by any member of the Coast to Coast Corporate
Group to do any of the foregoing items (d) through (l).

     3.5   Assets  in  Possession  of Others.  No  member  of the Coast to Coast
Corporate  Group holds title to or ownership of any assets in the  possession of
others.

     3.6   Accounts and Notes Receivable.   All accounts and notes receivable of
the Coast to Coast Corporate Group (including accounts receivable from employees
but excluding  accounts  receivable from persons who have left the employment of
the Coast to Coast Corporate Group prior to the Closing Date ("Employee A/R") as
of the Closing Date (immediately  prior to the Coast to Coast Transaction) shall
be  reflected  on  the  Closing  Financial Statements, and  shall  be (a) valid,
genuine and  subsisting,  (b) arose or will have  arisen in the  Ordinary Course
of the  Business, (c) subject to no defenses, set-offs, counterclaims, or Liens,
and (d) except to the  extent  of any  reserve  for bad debt  allowances  on the
Closing Financial  Statements,  current  and  fully  collectible.  All  accounts
or notes receivable of the Coast to Coast  Corporate  Group (including  Employee
A/R) in existence on the  Closing  Date  (immediately  prior  to  the  Coast  to
Coast  Transaction) will  be paid in  full, net of  applicable  reserves,  on or
before  120  calendar days  after  the  Closing  Date.  Any  accounts  or  notes
receivable  (including  Employee  A/R)  with  respect  to  which  Buyer  makes a
claim  for indemnification  under Article X and  has received full consideration
from  Sellers  for such  accounts or  notes receivable  will be  transferred  to
Sellers.

     3.7   Undisclosed  Liabilities.  No member of the Coast to Coast  Corporate
Group has any Liabilities whatsoever,  known or unknown, asserted or unasserted,
liquidated or unliquidated,  accrued,  absolute,  contingent or otherwise,  and,
there is no  basis  for any  claim  against  any  member  of the  Coast to Coast
Corporate Group for any such Liability except (a) to the extent set forth on the
Closing  Financial  Statements,  (b) to the extent set forth on Schedule 3.7, or
(c) Liabilities incurred in the Ordinary Course of the Business,  none of which,
(unless not paid when due) to the knowledge of Sellers,  will, or could,  have a
material adverse effect upon the business, condition (financial or otherwise) or
operations of the Business.

     3.8   Taxes.

     (a)   All Tax and information Returns required to be filed by any member of
the Coast to Coast  Corporate Group on or prior to the Closing Date with respect
to Taxes have been or will be timely filed.

     (b)   All amounts shown on each of such  Returns have  been paid or will be
paid when due.

     (c)   Any  Taxes   which  are to  be assumed  by Buyer  in  respect  of the
Purchased  Assets which  at the Closing  Date are  not yet due and owing will be
adequately reflected on the Closing Balance Sheet as a reserve for Taxes.

     (d)   There are no  grounds for the  assertion  or assessment  of any Taxes
against any member of the Coast to Coast Corporate  Group,  the Purchased Assets
or the Business  other than those  reflected or reserved  against on the Closing
Balance Sheet.

     (e)   Neither the  Purchased Assets  nor the  Business  are and will not be
encumbered by any Liens arising out of any unpaid Taxes and there are no grounds
for the assertion or assessment of any Liens against the Purchased Assets or the
Business in respect of any Taxes (other than Liens for Taxes if payment  thereof
is not yet required, and which are set forth on Schedule 3.8 hereto).

     (f)   The transactions contemplated by this Agreement will not give rise to
(i) the creation of any Liens  against the  Purchased  Assets or the Business in
respect of any Taxes or (ii) the assertion of any  additional  Taxes against the
Purchased Assets or the Business.

     (g)   There is no action or proceeding or unresolved  claim for  assessment
or  collection, pending or threatened, by, or present or expected  dispute with,
any Government  authority  for assessment or collection  from  any member of the
Coast  to  Coast  Corporate  Group of  any Taxes of  any  nature  affecting  the
Purchased Assets or the Business.

     (h)   There is no extension or  waiver of  the period for  assertion of any
Taxes  against any  member of  the Coast to Coast Corporate Group affecting  the
Purchased Assets or the Business.

     (i)   Neither  any Seller nor Coast to Coast is  a "foreign  person" within
the meaning of Section 1445(f)(3) of the Code.

     (j)   None of the Purchased  Assets or Assumed  Liabilities are subject to,
or constitute,  a safe harbor lease  within the meaning of Section  168(f)(8) of
the Code prior to its repeal.

     (k)   None of the Purchased Assets have been financed  with, or directly or
indirectly secures,  any industrial revenue bonds or debt, the interest on which
is tax exempt under Section 103(a) of the Code.

     (l)   None of the Purchased Assets or Assumed  Liabilities  will constitute
a partnership,  joint  venture, or other  arrangement  or contract that could be
treated as a partnership for federal income tax purposes.

     (m)   Except  as set  forth on Schedule 3.8  hereto, none  of the Purchased
Assets  consist of  stock in  a subsidiary of any  member of the  Coast to Coast
Corporate Group.

     (n)   None of the Purchased  Assets are  tax-exempt use property within the
meaning of Section 168(h) of the Code.

     (o)   None of the  Purchased  Assets are  subject  to a tax indemnification
agreement.

     3.9   Real  Property - Owned.  No  member of  the Coast to Coast  Corporate
group has  any interest in, or any  right or obligation to  acquire any interest
in, any parcel of real property.

     3.10  Personal  Property  - Owned.  Except  as set forth on  Schedule  3.10
hereto,  Sellers have good and marketable title to all of the personal  property
included in the Purchased Assets,  free and clear of all Liens, and there exists
no  restriction  on the use or  transfer  of such  property  that  would  have a
material adverse effect upon the business, condition (financial or otherwise) or
operations of the Business.

     3.11  Personal  Property  - Leased  from any  Member  of the Coast to Coast
Corporate  Group.  Set forth on Schedule  3.11 hereto is a  description  of each
lease under which any member of the Coast to Coast Corporate Group is the lessor
or sublessor of any personal  property.  Sellers have delivered to Buyer a true,
correct  and  complete  copy of each lease  identified  on  Schedule  3.11.  The
property  described in such leases is presently used by the  respective  lessees
under the terms of such  leases.  All rentals or other  payments  due under such
leases have been paid and there exists no default under the terms of any of such
leases and no event has  occurred  which,  upon passage of time or the giving of
notice,  or both,  would result in any event of default or prevent  Sellers from
exercising  and  obtaining  the  benefits of any rights  contained  therein.  No
consent is necessary  for the  assignment or conveyance of such leases to Buyer,
and upon the  Closing,  Buyer will have all  right,  title and  interest  of the
lessor under the terms of such leases, free of all Liens.

     3.12  Real and  Personal  Property - Leased  to any  Member of the Coast to
Coast Corporate  Group. Set forth on Schedule 3.12(a) hereto is a description of
each lease under which any member of the Coast to Coast  Corporate  Group is the
lessee of any real property,  and on Schedule 3.12(b) hereto is a description of
each lease under which any member of the Coast to Coast  Corporate  Group is the
lessee of any personal property. Sellers have delivered to Buyer a true, correct
and complete copy of each lease identified on Schedules 3.12(a) and 3.12(b). The
premises or property  described in said leases are presently occupied or used by
such member of the Coast to Coast  Corporate  Group as lessee under the terms of
such leases.  Except as set forth on Schedules  3.12(a) or 3.12(b),  all rentals
due under such  leases  have been paid,  and there  exists no default  under the
terms of such leases and no event has  occurred  which,  upon passage of time or
the giving of notice,  or both,  would result in any event of default or prevent
Sellers  from  exercising  and  obtaining  the benefits of any rights or options
contained  therein.  Sellers  have all right,  title and  interest of the lessee
under the terms of said leases,  free of all Liens and all such leases are valid
and in full  force  and  effect.  Except as set forth on  Schedules  3.12(a)  or
3.12(b),  no consent is  necessary  for the  assignment  to Buyer of such leases
under which any member of the Coast to Coast Corporate Group is lessee. Upon the
Closing,  Buyer will have all right,  title and interest of the lessee under the
terms of such leases,  free of all Liens. To the knowledge of Sellers,  there is
no default or basis for  acceleration  or termination  under,  nor has any event
occurred nor does any  condition  exist  which,  with the passage of time or the
giving of notice,  or both, would constitute a default or basis for acceleration
under any underlying lease, agreement,  mortgage or deed of trust, which default
or basis  for  acceleration  would  adversely  affect  any  lease  described  on
Schedules  3.12(a) or 3.12(b) or the property or use of the property  covered by
such lease.  To the knowledge of Sellers,  there will be no default or basis for
acceleration  under any such underlying  lease,  agreement,  mortgage or deed of
trust as a result of the transactions provided for in this Agreement.

     3.13  Intellectual Property.

     (a)   Schedule 3.13  contains a true, complete and accurate list of all the
Intellectual Property.  Schedule 3.13 accurately identifies,  where appropriate,
one or more of the  following,  by  country,  for each item of the  Intellectual
Property: filing date, issue date, classification of invention or goods covered,
licenser,  license date and licensed  subject  matter.  Schedule 3.13 contains a
complete  and accurate  list of all  licenses  and other  rights  granted by any
member of the Coast to Coast  Corporate Group to any third party with respect to
any item of the Intellectual Property.  True, complete and correct copies of the
forms of such customer licenses are included as part of Schedule 3.13.

     (b)   Sellers  represent and  warrant  as  follows:  (i)  the  Intellectual
property  is  valid  and  enforceable and  encompasses  all  proprietary  rights
necessary for the conduct  of the  Business  as  presently  conducted  (free and
clear of all Liens);  (ii) each  member of the  Coast to Coast  Corporate  Group
has  taken  all  actions  necessary  to  maintain and  protect  its Intellectual
Property;  (iii) to  the knowledge of Sellers,  the owners  of the  Intellectual
Property  licensed to any  member  of the  Coast to Coast  Corporate  Group have
taken  all  actions necessary to maintain and protect the  Intellectual Property
subject to such licenses;  (iv) there has been no claim made  against any member
of  the  Coast to Coast  Corporate Group  asserting  the invalidity,  misuse  or
unenforceability  of any of the Intellectual Property or challenging  any member
of the Coast to Coast Corporate Group's right to use or  ownership of any of the
Intellectual Property, and there are no grounds for any such claim or challenge;
(v) no Seller is  aware of any  infringement or misappropriation  of any of  the
Intellectual  Property or of  any facts raising a  likelihood of infringement or
misappropriation;   (vi)  the conduct  of the  Business  has  not  infringed  or
misappropriated,  and  does not  infringe or  misappropriate,  any  intellectual
property or proprietary right of any  other  entity;  (vii)  no loss  of  any of
the  Intellectual  Property  is threatened,  pending or reasonably  foreseeable;
and (viii) the consummation of the  transactions contemplated  by this Agreement
will not  alter,  impair or extinguish any of the Intellectual Property.

     3.14  Necessary  Property and Transfer of Purchased  Assets.  The Purchased
Assets  and the  Assumed  Liabilities  constitute  all of  Sellers  and Coast to
Coast's  property and  property  rights now used,  useful or  necessary  for the
conduct of the Business in the manner and to the extent  presently  conducted by
Sellers and Coast to Coast.  Except as set forth on  Schedule  3.14  hereto,  no
consent is necessary to, and there exists no restriction on, the transfer of any
of the Purchased  Assets or the assignment of the Assumed  Liabilities to Buyer.
There exists no condition, restriction or reservation on the part of Sellers and
Coast to Coast  affecting  the title to or  utility of the  Purchased  Assets or
Assumed  Liabilities  which would prevent Buyer from  occupying or utilizing the
Purchased Assets or enforcing the rights under the Assumed  Liabilities,  or any
part  thereof,  to the same full  extent  that  Sellers and Coast to Coast might
continue  to do so if the sale and  transfer  contemplated  hereby  did not take
place.  Upon the Closing,  good and marketable title to the Purchased Assets and
the rights under the Assumed Liabilities shall be vested in Buyer free and clear
of all Taxes and Liens.

     3.15  Use and Condition of Property.

     (a)   All  of the Purchased  Assets  are in  good operating  condition  and
repair(normal  wear and tear excepted) as required for their use in the Business
as presently  conducted,  and conform to all  applicable  Laws. No notice of any
violation of any Law relating to any of the  Purchased  Assets has been received
by member of the Coast to Coast  Corporate  Group except such as have been fully
complied with. All improvements  located on, and the use presently being made of
all real property  included in, the Purchased  Assets or leased  pursuant to the
Assumed  Liabilities  comply  with  all  applicable  zoning  and  building  code
ordinances  and all  applicable  fire,  environmental,  occupational  safety and
health  standards  and similar  standards  established  by Law, and the same use
thereof by Buyer will not result in any violation of any such code, ordinance or
standard.  To the  knowledge  of  Sellers,  there  is no  pending,  proposed  or
threatened change in any such code,  ordinance or standard which would adversely
affect the Business or the use of the Purchased Assets.

     (b)   To  the  knowledge  of  Sellers, there  is no  pending,  proposed  or
threatenedcondemnation  proceeding  or similar  action  affecting  the Purchased
Assets or with respect to any streets or public amenities appurtenant thereto or
in the vicinity  thereof which would adversely affect the Business or the use of
the Purchased Assets.

     3.16  Licenses  and  Permits.  Set  forth on  Schedule  3.16  hereto  is  a
description  of each license or permit  required for the conduct of the Business
and a list of where  licenses or permits may be required  together with the name
of the government agency or entity issuing such license or permit.  The licenses
and permits  set forth on Schedule  3.16 are valid and in full force and effect.
Except  as  noted on  Schedule  3.16,  such  licenses  and  permits  are  freely
transferable by Sellers, and upon the Closing,  Buyer will have all right, title
and interest of the holder thereof.

     3.17  Contracts--Disclosure.  Except as set forth in Schedule 3.17 there is
not  outstanding:

     (a)   Any single Contract providing for an expenditure by any member of the
Coast to Coast  Corporate  Group in excess of $10,000 over the remaining life of
such  Contract for the purchase of any real  property,  machinery,  equipment or
other items which are in the nature of capital investment.

     (b)   Any single Contract providing for an expenditure by any member of the
Coast to Coast  Corporate  Group in excess of $10,000  for the  purchase  of raw
materials, supplies, component parts or any other items or services.

     (c)   Any Contract to sell products or to provide services to third Persons
which  (i) is at a price  which  would  result in a net loss on the sale of such
products  or  providing  of such  services  or  (ii) is  pursuant  to  terms  or
conditions  which  any  member  of the  Coast to Coast  Corporate  Group  cannot
reasonably expect to satisfy or fulfill in their entirety, or (ii) involves more
than $10,000.

     (d)   Any Contract for materials,  supplies, component parts or other items
or services in excess of the normal, ordinary, usual and current requirements of
the Business or at a price in excess of the current reasonable market price.

     (e)   Any   revocable  or  irrevocable  guaranty,  indemnity  or  power  of
attorney.

     (f)   Any evidence of  indebtedness, loan agreement, indenture,  promissory
note, letter of credit,  foreign exchange contract,  conditional sales agreement
or other similar type of agreement.

     (g)   Any Contract  which  involves (i) a sharing of  profits, (ii)  future
payments  of  $10,000  or more per  annum to other  Persons,  or (ii) any  joint
venture, partnership or similar arrangement.

     (h)   Any  Contract  involving  any  sales  agency,  sales  representation,
distributorship or franchise.

     (i)   Any Contract containing  covenants  expressly limiting the freedom of
any member  of the  Coast to Coast  Corporate Group to  compete in  any line  of
business or with any Person or in any area.

     (j)   Any Contract not made in the Ordinary Course of the Business.

     (k)   Any other material  Contract which is not cancelable  without penalty
on 30  calendar  days' notice  or less and  which is  not set  forth on  another
Schedule.

     3.18  Customer Contracts. Each member of the Coast to Coast Corporate Group
has delivered a true,  correct and complete  summary of the amounts and terms of
all  customer  service  contracts,  to which such entity is a party (a "Customer
Contract").  Schedule  3.18 sets forth all Customer  Contracts of all members of
the Coast to Coast  Corporate  Group,  including the  expiration  date,  and the
outstanding payments due to such entity under each Customer Contract.  Except as
set forth in Schedule 3.18, no member of the Coast to Coast Corporate Group is a
party to any customer  contract.  On the Closing  Date,  Schedule 3.18 shall set
forth all Customer  Contracts as of the Closing Date. Set forth on Schedule 3.18
is a list of all  retainers or  prepayments  required or paid under any Customer
Contract as of the date hereof and which, if already paid, represents partial or
complete compensation for work not yet performed. Attached to Schedule 3.18 is a
true,  correct and complete copy of the standard form Customer  Contract of each
member of the Coast to Coast  Corporate  Group.  Except as set forth on Schedule
3.18, no member of the Coast to Coast Corporate Group is a party to any Customer
Contract  which has terms that vary in any  material  respect from the terms set
forth in the  standard  form of Customer  Contract  attached  hereto in Schedule
3.18.  Except as set forth on Schedule  3.18,  there are no  obligations  of any
member of the Coast to Coast  Corporate  Group,  in  writing  or  otherwise,  to
perform any material services.

     3.19  Contracts--Validity, Etc.

     (a)   Each  Contract,  including   each Customer  Contract, is a  valid and
binding obligation of the parties thereto,  enforceable,  in accordance with its
terms and in full force and effect,  subject to laws governing  creditors rights
and applicable principles of equity.

     (b)   Neither  any of member of  the Coast to Coast Corporate Group nor, to
the  knowledge  of Sellers,  any other  party to any  Contract,  including  each
Customer Contract,  is in breach or violation thereof or default thereunder.  To
the knowledge of Sellers,  no event has occurred  which,  through the passage of
time or the giving of notice, or both, would constitute, and except as set forth
on Schedule 3.14, neither the execution of this Agreement nor the Closing of the
transactions  contemplated hereby does or will constitute or result in, a breach
or violation of or default under any Contract, including a Customer Contract, or
would  cause the  acceleration  of any  obligation  of any party  thereto or the
creation of a Lien upon any Purchased Asset. No obligations  under any Contract,
including a Customer Contract, will result in a loss to Buyer or would result in
a loss to any  member  of the  Coast  to  Coast  Corporate  Group,  assuming  it
continues the Business in the manner  presently  conducted.  None of Sellers has
any knowledge or  information of any facts  indicating,  nor any other reason to
believe,  that any party to a Customer  Contract  has intent to  terminate  such
Contract or to materially  diminish the terms of such Contract or that any party
to a Customer  Contract will not continue to be a customer of the Business after
the Closing.

     (c)   Each  Contract,  including  each  Customer  Contract,  will  be  duly
assigned  to Buyer on the  Closing  Date and upon such  assignment,  Buyer  will
acquire  all  right,  title and  interest  of each  member of the Coast to Coast
Corporate  Group in and to such Contract and will be substituted for such entity
under the terms of such  Contract.  Except as set  forth on  Schedule  3.14,  no
consent is required for such assignment.

     3.20  No Breach of Law or Governing  Document.  Each member of the Coast to
Coast  Corporate  Group  has  complied  with and no member of the Coast to Coast
Corporate  Group is in  default  under or in breach  or  violation  of,  (a) any
applicable Law of any Government body (including,  without limitation,  the Fair
Debt Collection Practices Act and any state or local counterpart or equivalent),
(b)  any  franchise  or  license,  or  (c)  any  provision  of its  articles  or
certificate  of  incorporation,  certificate of limited  partnership,  bylaws or
limited partnership  agreement.  Neither the execution of this Agreement nor the
consummation of the transactions  contemplated hereunder does or will constitute
or result in any such  default,  breach or violation.  No government  permits or
consents are necessary to effect the transactions  contemplated hereby

     3.21  Litigation  and  Arbitration.  Except as set  forth on Schedule  3.21
hereto,  there is no suit,  claim,  action or proceeding  now pending or, to the
knowledge  of Sellers,  threatened  before any Court,  nor, to the  knowledge of
Sellers,  are there any  grounds  therefor,  to which any member of the Coast to
Coast Corporate Group is a party or which may result in any Order, Liability, or
other  determination  which will,  or could,  have any  adverse  effect upon any
Purchased  Asset or upon the  business,  condition  (financial  or otherwise) or
operations of the Business. No such Order has been entered against any member of
the Coast to Coast  Corporate  Group,  nor has any such  Liability been incurred
which has, or could have, such effect.  There is no claim,  action or proceeding
now pending or, to the knowledge of Sellers,  threatened  before any Court which
will,  or  could,  prevent  or  hamper  the  consummation  of  the  transactions
contemplated by this Agreement.

     3.22  Directors, Officers, Employees and Consultants. Set forth on Schedule
3.22 hereto is a complete list of:

     (a)   all directors of Coast to Coast and Pioneer;

     (b)   all officers (with office held) of Coast to Coast and Pioneer;

     (c)   all partners of C2C;

     (d)   all employees of each  member of the Coast to Coast  Corporate Group;
and

     (e)   all consultants to each member of the Coast to Coast Corporate Group;

together,  in each case, with the current rate of compensation  payable to each.
Attached to Schedule  3.22 is a true,  correct and complete copy of the standard
form employment  agreement of each member of the Coast to Coast Corporate Group.
Except as set forth on Schedule 3.22, no member of the Coast to Coast  Corporate
Group is a party to any  employment  agreement  which has terms that vary in any
respect from the terms set forth in the standard  form of  employment  agreement
attached hereto in Schedule 3.22.

     3.23  Indebtedness to and from Directors,   Officers and Others.  Except as
set forth on Schedule 3.23, (a) no member of the Coast to Coast  Corporate Group
is indebted to any director,  officer,  partner,  employee or agent of any other
member of the Coast to Coast  Corporate  Group  except for amounts due as normal
salaries,  wages and bonuses  and in  reimbursement  of  ordinary  expenses on a
current basis and (b) no shareholder,  director,  officer,  partner, employee or
agent of any member of the Coast to Coast  Corporate  Group is  indebted  to any
member of the Coast to Coast Corporate  Group.

     3.24  Outside Financial Interests. Except as set forth on Schedule 3.24, no
director, officer or partner of any member of the Coast to Coast Corporate Group
nor the owner of more than 5% of the capital stock of any member of the Coast to
Coast  Corporate  Group has any direct or  indirect  financial  interest  in any
competitor  with or  supplier  or  customer  of any member of the Coast to Coast
Corporate Group; provided, however, that for this purpose ownership of corporate
securities  having  no  more  than 2% of the  outstanding  voting  power  of any
competitor, supplier or customer for which securities are listed on any national
securities  exchange or authorized  for  quotation on the  Automated  Quotations
System of the National  Association  of Securities  Dealers,  Inc.  shall not be
deemed  to be such a  financial  interest  provided  such  Person  has no  other
connection or relationship with such competitor, supplier or customer.

     3.25  Payments,  Compensation and Perquisites of Agents and Employees.  All
payments  to agents,  consultants  and others made by any member of the Coast to
Coast  Corporate  Group in connection  with the Business have been in payment of
bona fide fees and commissions and not as bribes,  illegal or improper payments.
Each member of the Coast to Coast  Corporate  Group has properly and  accurately
reflected  on its books and records  all  compensation  paid to and  perquisites
provided  to or on  behalf  of  its  consultants,  agents  and  employees.  Such
compensation and perquisites have been properly and accurately  disclosed in the
Financial Statements and Interim Statements and other public or private reports,
records or filings of any member of the Coast to Coast  Corporate  Group, to the
extent required by Law.

     3.26  Labor  Contracts.  Except as set forth on  Schedule  3.26 hereto,  no
member of the Coast to Coast Corporate Group is a party to any union  collective
bargaining,  works  council,  joint  or  multi-employer  association,   employee
committee  or  similar  Contract.  True,  correct  and  complete  copies  of all
documents  creating or evidencing any such Contract listed on Schedule 3.26 have
been delivered to Buyer.  There are no negotiations,  demands or proposals which
are pending or which have been made which concern  matters now covered,  or that
would be covered,  by the type of Contracts listed in this Section.  Each member
of the Coast to Coast Corporate Group has at all times operated the Business and
conducted its employment practices in accordance with the terms of the Contracts
listed on Schedule 3.26.

     3.27  Employee Benefit Plans.

     (a)   Schedule 3.27 describes all Plans, including, without limitation, all
"employee  benefit  plans" (as defined in Section  3(3) of ERISA),  all employee
manuals,  and all written  statements of policies relating to employment,  which
are  provided  to, for the benefit  of, or relate to, any persons  ("Employees")
employed  by any  member  of the  Coast  to Coast  Corporate  Group.  The  items
described  in the  foregoing  sentence  are  hereinafter  sometimes  referred to
collectively  as  "Employee  Plans/Agreements,"  and  each  individually  as  an
"Employee  Plan/Agreement."  Each  of the  Employee  Plans/Agreements  has  been
furnished to Buyer. No Employee  Plan/Agreement  is a  "multiemployer  plan" (as
defined in Section 4001 of ERISA) or a Plan subject to Title IV of ERISA, and no
member  of the Coast to Coast  Corporate  Group  (and no member of the  member's
"controlled  group", as defined in Section 414 of the Code) has ever contributed
nor been obligated to contribute to any such  multiemployer plan or Plan subject
to Title IV of ERISA.

     (b)   There have been no "prohibited  transactions"  within the  meaning of
Section 406 or 407 of ERISA or Section 4975 of the Code for which a statutory or
administrative   exemption   does  not  exist  with   respect  to  any  Employee
Plan/Agreement.

     (c)   With  respect to each Employee  Plan/Agreement  (i) all  payments due
from any member of the Coast to Coast Corporate Group to date have been made and
all amounts  properly  accrued to date as liabilities of any member of the Coast
to Coast Corporate Group which have not been paid have been properly recorded on
the books of the Coast to Coast  Corporate  Group and are  reflected in the most
recent  balance sheet of the applicable  member of the Coast to Coast  Corporate
Group;  (ii)  all  reports  and  information  relating  to  each  such  Employee
Plan/Agreement  required to be  disclosed or provided to  participants  or their
beneficiaries  have been  timely  disclosed  or  provided;  and (iii)  each such
Employee  Plan/Agreement  which is intended to qualify  under Section 401 of the
Code has received a favorable  determination  letter from the  Internal  Revenue
Service  with  respect  to  such  qualification,  its  related  trust  has  been
determined to be exempt from  taxation  under  Section  501(a) of the Code,  and
nothing has occurred since the date of such letter that would  adversely  affect
such  qualification  or  exemption.  Each trust  created under any such Employee
Plan/Agreement  is exempt from tax under Section 501(a) of the Code and has been
so exempt during the period from creation to date.  Sellers have furnished Buyer
with the most  recent  determination  letters of the  Internal  Revenue  Service
relating to each such Employee Plan/Agreement.  Each Employee Plan/Agreement has
been  maintained  in  compliance  with  its  terms  and  with  the  requirements
prescribed by any and all  applicable  Laws,  including but not limited to ERISA
and the Code.

     (d)   Except as set  forth on  Schedule  3.27,  no Employee  Plan/Agreement
provides  benefits,  including,  without  limitation,  death or medical benefits
(whether or not  insured)  with  respect to current or former  employees  of the
members of the Coast to Coast Corporate  Group beyond their  retirement or other
termination of service other than (i) continuation  coverage mandated by Section
4980B(f) of the Code ("Continuation  Coverage"),  (ii) death or pension benefits
under any Employee  Plan/Agreement  that is an employee  pension  benefit  plan,
(iii) deferred  compensation benefits accrued as liabilities on the books of the
applicable member of the Coast to Coast Corporate Group (including such entities
most  recent  balance  sheet),  (iv)  disability  benefits  under  any  Employee
Plan/Agreement  that is an  employee  welfare  benefit  plan and which have been
fully  provided for by insurance or otherwise,  or (v) benefits in the nature of
severance  pay.  No tax under  Section  4980B of the Code has been  incurred  in
respect of an Employee Plan/Agreement that is a group health plan, as defined in
Section 5000(b)(1) of the Code.

     (e)   Except  as set forth on Schedule 3.27 other than by reason of actions
taken by Buyer  following  the  Closing,  the  consummation  of the  transaction
contemplated  by this  Agreement  will not (i)  entitle  any  current  or former
employee of any member of the Coast to Coast  Corporate  Group to severance pay,
unemployment  compensation or any other payment, except as expressly provided in
this Agreement,  (ii) accelerate the time of payment or vesting, or increase the
amount of compensation due to any such employee or former employee, (iii) result
in any prohibited  transaction described in Section 406 of ERISA or Section 4975
of the Code for which an  exemption is not  available,  or (iv) give rise to the
payment of any  amount  that would not be  deductible  pursuant  to the terms of
Section 280G of the Code.

     (f)   Set  forth  on Schedule 3.27  hereto  are all employee  benefit plans
which any member of the Coast to Coast  Corporate  Group has terminated or taken
action to  terminate.  Such  terminations  have been carried out in all material
respects in accordance with all provisions of applicable law,  including without
limitation all applicable  provisions of the Code and ERISA. Except as described
on Schedule 3.27 hereto,  the members of the Coast to Coast Corporate Group have
no liability to any Person or entity, including without limitation the PBGC, any
other  Government  agency or any participant in or beneficiary of any such plan,
nor is any member of the Coast to Coast  Corporate  Group liable for any excise,
income or other tax or penalty  as a result of such  termination.  Sellers  have
obtained a notice of  sufficiency  from the PBGC and a  favorable  determination
letter  from the IRS  with  respect  to the  termination  of each of such  plans
(complete and correct copies of which have been delivered to Buyer). The notices
of sufficiency and favorable  determination letters were received after full and
accurate  disclosure  of  all  material  facts  to  the  appropriate  Government
agencies.

     3.28  Overtime,  Back  Wages,  Vacation and  Minimum Wages.  No  present or
former  employee  of any  member of the Coast to Coast  Corporate  Group has (or
within the last two years has had) any claim against such entity  (whether under
any Law,  Contract or otherwise)  on account of or for (a) overtime  pay,  other
than overtime pay for the current payroll period, (b) wages or salary (excluding
current bonus,  accruals and amounts  accruing but not yet payable under pension
and profit-sharing  Plans) for any period other than the current payroll period,
(c) vacation,  time off or pay in lieu of vacation or time off,  other than that
earned  in  respect  of the  current  fiscal  year or (d) any  violation  of any
statute,  ordinance or regulation  relating to minimum wages or maximum hours of
work.

     3.29  Discrimination,  Workers  Compensation and  Occupational  Safety  and
Health. No Person or party  (including,  but not limited to, any Government) has
(or  within  the last two years  has had) any  claim,  notice of claim,  charge,
lawsuit or basis  thereof,  against  any member of the Coast to Coast  Corporate
Group  arising  out of any Law  relating  to  discrimination  in  employment  or
employment  practices or occupational  safety and health standards,  and no such
claim,  notice of claim,  charge of lawsuit is pending or, to the  knowledge  of
Sellers, threatened against any member of the Coast to Coast Corporate Group. No
member of the Coast to Coast  Corporate  Group has  received any notice from any
Person  alleging a violation  of any such Law or  occupational  safety or health
standards.  No member of the Coast to Coast  Corporate Group has any outstanding
Contracts or  obligations  to indemnify any Person for violation of the Laws and
standards set forth in this Section. Each member of the Coast to Coast Corporate
Group has filed any required  EEO-1  reports and  affirmative  action plans with
appropriate Government agencies. Except as set forth on Schedule 3.29, there are
no pending workers compensation claims or similar claims involving any member of
the Coast to Coast  Corporate  Group.  Sellers  have  delivered to Buyer a true,
correct and complete list of all workers  compensation  claims or similar claims
made.

     3.30  Alien Employment Eligibility. With respect to each Person employed by
such member of the Coast to Coast  Corporate  Group on or after May 1, 1987, and
who actually  commenced  such  employment on or after November 6, 1986, (a) such
entity hired such Person in compliance  with the IRCA and (b) each member of the
Coast to Coast  Corporate  Group has complied with all  recordkeeping  and other
regulatory requirements under IRCA.

     3.31  Labor Disputes; Unfair Labor Practices. There is neither pending nor,
to the  knowledge  of Sellers,  threatened,  any labor  dispute,  strike or work
stoppage  which affects or which may affect the  Business,  and no member of the
Coast to Coast Corporate Group is currently  covered by any injunction issued by
any Court.  Neither any member of the Coast to Coast  Corporate Group nor any of
its agents,  representatives  or employees of each of them,  has  committed  any
unfair labor practice as defined in the National Labor Relations Act of 1947, as
amended.  There is not now pending or threatened any charge or complaint against
any member of the Coast to Coast Corporate Group by the National Labor Relations
Board,  any state or local  labor or  employment  agency  or any  representative
thereof,  and the  execution  of this  Agreement  and  the  consummation  of the
transactions  contemplated  hereunder  will not  result  in any such  charge  or
complaint, nor is there pending or threatened any grievance or arbitration under
any  labor  or  employment  Contract.  No  right  of  representation  by a labor
organization exists respecting the employees of any member of the Coast to Coast
Corporate Group, nor is there pending a representation  election.  No collective
bargaining  Contract is currently being  negotiated and no organizing  effort is
currently being made with respect to the employees of any member of the Coast to
Coast  Corporate  Group. No member of the Coast to Coast Corporate Group has any
ongoing or future  Liabilities  under any settlement  Contract or consent decree
with respect to labor matters.

     3.32  Insurance  Policies.  Set forth on Schedule 3.32  hereto is a list of
all insurance  policies and bonds in force covering or relating to the Purchased
Assets or the Business, including without limitation all properties,  operations
or personnel of each member of the Coast to Coast Corporate Group.

     3.33  Guarantees.  Except  as set forth on  Schedule 3.33 hereto, no member
of the Coast to Coast  Corporate  Group is a  guarantor,  indemnitor,  surety or
accommodation  party or  otherwise  liable  for any  indebtedness  of any  other
Person, firm or corporation, except as endorser of checks received and deposited
in the Ordinary Course.

     3.34  Environmental Matters.

     (a)   Each  member of the Coast to Coast Corporate  Group's use of the real
property  set forth on Schedule  3.12(a)  ("Property")  complies  and has at all
times  complied  with,  and does not cause,  has not caused,  and will not cause
Liability  to be  incurred by any member of the Coast to Coast  Corporate  Group
under any Laws, including without limitation the codes,  licenses and permits of
all Governments relating to the protection of health, safety or the environment,
including by way of  illustration  and not by way of  limitation:  the Clean Air
Act; the Federal  Water  Pollution  Control Act; the Resource  Conservation  and
Liability Act; the Toxic Substance Control Act; the Comprehensive  Environmental
Response and Liability  Act; the  Hazardous  Materials  Transportation  Act; the
Atomic Energy Act; the Emergency  Planning and Community  Right-to-Know Act; and
the Oil Pollution  Prevention  Act; and all amendments to each thereto,  and all
other applicable  environmental Laws  (collectively,  "Environmental  Laws"). No
member of the Coast to Coast  Corporate  Group is in violation and has violated,
in connection with the ownership,  use, maintenance or operation of the Property
and the conduct of the Business, of any Environmental Laws.

     (b)   There  are no past,  pending or threatened investigations, inquiries,
notices or other  proceedings  by any  Government  or any  foreign  governmental
entity  with  respect  to any  member of the Coast to Coast  Corporate  Group in
connection with the actual or alleged  violation of, or Liability arising under,
any Environmental Laws with respect to the Property.

     (c)   Each  member of the Coast to Coast Corporate  Group has all necessary
permits,  registrations,  approvals,  certificates and licenses  relating to the
protection of health, safety or the environment as required by the Environmental
Laws. Sellers have previously  delivered to Buyer or its  representatives  true,
accurate  and  complete  copies  of any and  all  such  permits,  registrations,
approvals, certificates and licenses.

     (d)   To the  knowledge of  Sellers,  there are no Environmental Laws which
require any work, repairs,  construction or capital expenditures with respect to
the Property,  nor has any member of the Coast to Coast Corporate Group received
any notice of any of the same.

     (e)   During any member  of the Coast to Coast Corporate Group's  occupancy
of the Property there has been no spill, discharge,  leak, emission,  injection,
disposal,  dumping,  emptying,  escape, leaching, pumping or release of any kind
on,  beneath  or above  the  Property  or into the  environment  surrounding  or
adjoining the Property of any pollutants,  contaminants,  hazardous  substances,
hazardous chemicals, toxic chemicals, extremely hazardous substances,  petroleum
products, petroleum substances,  toxic substances,  hazardous wastes, infectious
wastes, radioactive materials,  asbestos fibers or solid wastes (collectively as
"Hazardous  Materials"),  including  but not  limited  to those  defined  in the
Environmental Laws.

     (f)   During  any  member of the Coast to Coast  Corporate  Group's  period
of occupancy of the Property  there has been no past, and there is no current or
anticipated,  storage,  disposal,  use,  generation,  manufacture,   refinement,
transportation,  production or treatment of any  Hazardous  Materials at or upon
the Property.

     (g)   No Seller  has any  knowledge  of any  information that  any  Person,
including any employee,  may have any life threatening  health condition or long
term  disability  as a result of the prior use of the Property or as a result of
the release of any Hazardous  Materials on the Property or into the  environment
surrounding the Property.

     (h)   To  the  knowledge of  Sellers, no  asbestos fibers or  materials  or
polychlorinated biphenyls (PCBs) are on the Property.

     3.35  Broker's Fees. Sellers have  retained Geneva Corporate Finance,  Inc.
and agreed to pay its fees with respect to the transactions contemplated by this
Agreement.  Except with  respect to  Sellers'  agreement  with Geneva  Corporate
Finance,  Inc.,  neither any Seller nor Coast to Coast has  retained any broker,
finder  or  agent  or  agreed  to pay  any  brokerage  fees,  finder's  fees  or
commissions with respect to the transactions contemplated by this Agreement.

     3.36  Foreign  Assets  and  Operations.  No  member  of the  Coast to Coast
Corporate Group has any interests in any real property or tangible or intangible
property located outside of the United States,  including any stock,  securities
or investments in, claims against,  or receivables  from any entities or Persons
with  substantially all their property or business so located.  No member of the
Coast to Coast  Corporate  Group has conducted  the Business  outside the United
States.

     3.37  Service Warranties and  Guarantees. There  are no  service warranties
and  guarantees  used by any  Seller or Coast to Coast.

     3.38  Books and Records.  The  books  of  account,  stock record books  and
minute books and other  corporate or  partnership  records of each member of the
Coast to  Coast  Corporate  Group  are in all  material  respects  complete  and
correct, have been maintained in accordance with good business practices and the
matters contained therein are accurately  reflected on the Financial  Statements
and Interim  Statements.  The minute  books,  stock books and other  partnership
records  of each  member of the Coast to Coast  Corporate  Group  have been made
available to Buyer and are correct and complete to the date hereof.

     3.39  Truthfulness.  To the  knowledge  of Sellers,  no  representation  or
warranty of any Seller or Coast to Coast herein and no statement or  certificate
furnished  or to be  furnished  by or on behalf of any  Seller or Coast to Coast
pursuant to this Agreement or in connection with the  transactions  contemplated
hereby contains or will contain any untrue statement of a material fact or omits
or will omit to state a material fact  necessary in order to make the statements
contained herein or therein not misleading.


                                   ARTICLE IV

                       REPRESENTATIONS AND WARRANTIES OF BUYER AND OSI

     Each of Buyer and OSI,  jointly and  severally,  hereby makes the following
representations  and  warranties,  each of which is true and correct on the date
hereof and except for changes  expressly  permitted by this Agreement,  shall be
true and correct on the Closing Date and each of which shall survive the Closing
Date and the transactions contemplated hereby pursuant to Section 10.1.

     4.1   Corporate Existence of Buyer.  Buyer is a Delaware limited  liability
company duly organized,  validly existing and in good standing under the laws of
the State of  Delaware.  Buyer has the  power and  authority  to own and use its
properties  and to  transact  the  business  in  which it is  engaged.  OSI is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Delaware.  OSI has the corporate  power and authority to own and
use its properties and to transact the business in which it is engaged.

     4.2   Approval of Agreement.

     (a)   The execution and delivery  of this Agreement and the consummation of
the transactions  contemplated  hereby have been duly authorized and approved by
all necessary corporate or limited liability company (as the case may be) action
of Buyer and OSI, and such  authorization  and approval  have not been  revoked.
Pursuant to such authorization and approval,  and each of Buyer and OSI has full
corporate or limited  liability company (as the case may be) power and authority
to enter into this  Agreement,  and to perform  its  obligations  hereunder  and
thereunder, and to consummate the transactions contemplated hereby.

     (b)   Assuming  due execution and delivery  hereof by each Seller and Coast
to Coast, this Agreement is the legal,  valid and binding  obligation of each of
Buyer and OSI,  enforceable  against each according to its terms except that (i)
such  enforcement  may be limited by or subject to any  bankruptcy,  insolvency,
reorganization,  moratorium or similar laws now or hereafter in effect  relating
to or  limiting  creditors'  rights  generally  and (ii) the remedy of  specific
performance  and injunctive  and other forms of equitable  relief are subject to
certain  equitable  defenses and to the discretion of the Court before which any
proceeding therefor may be brought.

     (c)   Neither  Buyer  nor  OSI  is required  to  obtain  any  third   party
contractual consents to effect the transactions contemplated hereby

     4.3   No Breach of Articles or Indentures.  The execution of this Agreement
and the consummation of the transactions  contemplated  hereby have not and will
not  constitute  or  result  in the  breach  of any of  the  provisions  of,  or
constitute a default under any material  indenture,  evidence of indebtedness or
other  commitment  to which Buyer or OSI is a party or by which either is bound,
which  breach or default  would have a  material  adverse  effect on OSI and its
subsidiaries,  taken  as a  whole.  The  execution  of  this  Agreement  and the
consummation  of the  transactions  contemplated  hereby  have  not and will not
constitute  or result  in the  breach of any of the  provisions  of the  charter
documents of Buyer or the certificate of incorporation or by-laws of OSI.

     4.4   Broker's Fees. Neither Buyer nor OSI has retained any broker,  finder
or agent or agreed to pay any brokerage fees,  finder's fees or commissions with
respect to the transactions contemplated by this Agreement.


                                    ARTICLE V

                          COVENANTS CONCERNING SELLERS

     Sellers covenant and agree with Buyer that, from and after the date of this
Agreement  and  until  the  Closing  Date,  each  member  of the  Coast to Coast
Corporate  Group will conduct the Business  subject to the following  provisions
and limitations:

     5.1   Operation of  the Business.   Without  the prior  written  consent of
Buyer, no member of the Coast to Coast Corporate Group will:

     (a)   Grant any increase in the rate of pay of any of its  employees, grant
any increase in the salaries of any officer,  partner,  employee or agent, enter
into  or  increase  the  benefits  provided  under  any  bonus,  profit-sharing,
incentive compensation,  pension,  retirement,  medical,  hospitalization,  life
insurance or other  insurance plan or plans,  or other contracts or commitments,
or in any other way increase in any amount the benefits or  compensation  of any
such officer, partner, employee or agent.

     (b)   Enter  into  any   employment  Contract   or  collective   bargaining
agreement.

     (c)   Enter into any Contract or engage in any transaction  which is not in
the usual and Ordinary Course or which is inconsistent with past practices.

     (d)   Sell or dispose of or encumber any assets.

     (e)   Make, or  enter  into any  Contract for, any capital  expenditure  or
enter into,  modify,  amend,  or cancel any lease of capital  equipment  or real
property.

     (f)   Enter  into  any  Contract,  whether  for  the  purchase  or sale  of
inventory,  supplies,  other products or services or otherwise other than in the
Ordinary Course.

     (g)   Create,  assume,  incur or guarantee any indebtedness  other than (i)
in the usual and Ordinary  Course of the  Business  and with a maturity  date of
less  than  one  year or (ii)  that  incurred  pursuant  to  existing  Contracts
disclosed in the Schedules delivered pursuant to this Agreement.

     (h)   Make  or institute any  unusual  method of  transacting  business  or
change any accounting procedures or practices or its financial structure.

     (i)   Make any  amendments to or changes in its articles or certificate  of
incorporation  or  certificate  of limited  partnership or bylaws or partnership
agreement.

     (j)   Perform  any act,  or attempt  to do  any act,  or permit  any act or
omission to act, which will cause a breach of any material Contract.

     5.2   Preservation of Business. Each member of the Coast to Coast Corporate
Group shall  carry on the  Business  diligently  and  substantially  in the same
manner as heretofore conducted and shall use commercially  reasonable efforts to
keep its business organizations intact, including keeping available the services
of its present employees and preserving its present relationships with suppliers
and customers and others having business relations with such member of the Coast
to Coast  Corporate  Group.  Each member of the Coast to Coast  Corporate  Group
shall perform all obligations  required to be performed by it under any Contract
or lease.

     5.3   Insurance and  Maintenance of Property.  Sellers  will  cause all the
Purchased  Assets  and all  property  owned or leased  pursuant  to the  Assumed
Liabilities  to be insured  against all ordinary and insurable  risks (except in
respect  of any  leased  property  where the terms of the lease do not impose on
lessee the obligation to maintain  insurance and where the loss of such property
would not  materially  adversely  affect the conduct of the  Business)  and will
operate,  maintain  and repair all of such  property  in a careful,  prudent and
efficient manner.

     5.4   Full  Access.  Representatives of Buyer shall have full access at all
reasonable times to all premises,  properties,  books, records,  Contracts,  tax
records  and  documents  of each  member of the Coast to Coast  Corporate  Group
relating to the Business,  and each member of the Coast to Coast Corporate Group
will  furnish to Buyer any  information  in respect of the Business as Buyer may
from time to time request. Such examination and investigation by Buyer shall not
affect  the  warranties  and  representations  of any Seller  contained  in this
Agreement.

     5.5   Books,  Records and  Financial  Statements.  Each member of the Coast
to Coast  Corporate  Group shall  maintain its books and financial  records on a
basis  consistent  with the past  practices of such member of the Coast to Coast
Corporate  Group.  Said books and financial  records shall fairly and accurately
reflect the operations of the Business.

     5.6   Governmental  Filings Each Seller and  Coast to Coast  will cooperate
with Buyer in making, as soon as practicable following the execution hereof, all
filings   required  by  any  Government  in  connection  with  the  transactions
contemplated by this Agreement.  All information provided by any Seller or Coast
to Coast in connection with such filings will be true, accurate and complete and
will comply with all applicable Laws.

     5.7   Tax Matters.

     (a)   Sellers shall pay all applicable sales, use or other similar transfer
Taxes that are, or become,  due or payable as a result of the sale,  conveyance,
assignment,  transfer or delivery of the  Purchased  Assets  hereunder,  whether
levied on Buyer, the Purchased Assets or any Seller or Coast to Coast.  Sellers,
in the  case  of  the  Purchased  Assets,  shall  prepare,  subject  to  Buyer's
reasonable approval, and file any Returns required in respect of such Taxes.

     (b)   All real  estate,  personal property, ad valorem  and any other local
or state Taxes  relating to the Purchased  Assets or the Business which shall be
accrued but unpaid as of the  Effective  Time,  or which shall be paid as of the
Effective  Time but  relate in whole or in part to periods  after the  Effective
Time,  shall be prorated to the  Effective  Time and shall be  reflected  on the
Closing Balance Sheet. Any such prorated Taxes which may be ultimately  assessed
after the Effective  Time shall be paid by Sellers to Buyer or Buyer to Sellers,
as the case may be, within thirty days of such determination.

     (c)   Sellers and Buyer  shall report  Buyer's  purchase  of  the Purchased
Assetspursuant  to  Section  1060 of the Code  and  other  applicable  Laws in a
consistent manner and shall take no position  contrary thereto.  Such allocation
shall be as set forth in Schedule  2.5 hereto.  Buyer and Sellers  each shall be
responsible for the preparation of any statements and forms to be filed pursuant
to Section 1060 of the Code or in accordance with other applicable Law.

     (d)   Sellers agree to furnish or cause to be furnished,  upon request,  as
promptly as practicable,  such information and assistance  (including  access to
books and records) relating to the Purchased Assets and the Assumed  Liabilities
as is reasonably  necessary for the preparation of any Return for Taxes,  claims
for refund or audit or prosecution  or defense of any claim,  suit or proceeding
relating to any proposed adjustment of Taxes paid.

     (e)   Sellers,  upon request, shall use their reasonable efforts to provide
or obtain from any taxing authority any certificate or other document  necessary
to  mitigate,  reduce or eliminate  any Taxes  (including  additions  thereto or
interest and penalties  thereon) that otherwise would be imposed with respect to
the transactions contemplated in this Agreement.

     (f)  Sellers shall  furnish to Buyer, as provided in  Section 1445(b)(2) of
the Code, an affidavit  pursuant to Section 1445(a),  stating under penalties of
perjury,  Transferor's United States taxpayer identification number and that the
Transferor is not a foreign Person.

     5.8   Travel Rebates.  As  of  the  Closing,  Frasier  shall  terminate any
agreements,  contracts or  understandings  entered into in  connection  with the
Business   and  related  to  travel   rebates  and  vouchers   ("Travel   Rebate
Agreements").  After the Closing, as an agent for Consulting LLC, Frasier agrees
to use his best efforts to have  Consulting LLC enter into new  agreements  with
the  other  parties  to the  Travel  Rebate  Agreements  on the same  terms  and
conditions  except that  Consulting LLC shall be substituted as a party in place
of Frasier.

     5.9   Employee  Benefits.   Sellers  shall   retain   all  Liabilities  and
obligations  associated  with  Employee  Plans/Agreements   including,   without
limitation,  the  Liabilities  associated  with incurred but unreported  medical
claims and the  obligations,  if any, to comply with  Section  4980B of the Code
with respect to any  "qualifying  event" (as defined in Section  4980B(f) of the
Code) occurring prior to or in connection with the transactions  contemplated by
this Agreement.

     5.10  Lease  Payments. For the remaining term of the lease for the premises
used by the Coast to Coast  Corporate Group for its principal place of business,
Frasier will pay the landlord and Buyer will promptly reimburse Frasier for each
such payment.

                                   ARTICLE VI

                                OTHER AGREEMENTS

     Within ten business days after the Closing  Date,  each of Pioneer and C2C,
and any  Affiliate  of Sellers,  in such manner as is  reasonably  requested  by
Buyer, shall change its name to some name other than "Coast to Coast Consulting,
Incorporated," "Pioneer Auto Enterprises,  Inc.," "C2C Management,  LTD." or any
variation or  abbreviation  thereof,  and file  appropriate  notification of its
change of name in all jurisdictions where such notification is required.  Within
10 days after the Closing Date, Coast to Coast shall provide Buyer with evidence
of its liquidation and written confirmation of its intent to dissolve.


                                   ARTICLE VII

                             COVENANT NOT TO COMPETE

     7.1   Covenant Not to Compete.

     (a)   As a further inducement to Buyer to purchase the Purchased Assets and
to assume the Assumed  Liabilities,  each of Sellers  agrees that for the period
from the Closing Date until the  expiration  of five years from the Closing Date
(the "Restricted Period"), each of Seller will not, directly or indirectly:  (i)
engage in or in any way own,  manage,  operate,  control or otherwise  advise or
assist  or be  actively  connected  with any  enterprise  which  engages  in, or
otherwise  carries on, any business  activity which is in  competition  with the
current  business  of any  member of the Coast to Coast  Corporate  Group or any
business owned or operated by OSI or any of its Controlled  Affiliates;  or (ii)
solicit or accept competitive  business from, or provide competitive products or
services to, any customers  (whether or not such Persons have done business with
any  member of the Coast to Coast  Corporate  Group  once or more than  once) or
accounts  of any  member of the  Coast to Coast  Corporate  Group  (prior to the
Closing Date) or Buyer (after the Closing Date).

     (b)   It is expressly understood and agreed that although Sellers and Buyer
consider the  restrictions  contained in this  Section to be  reasonable  in the
context in which made, if a final judicial  determination is made that the time,
territory,  scope  or  any  other  restriction  contained  in  this  Section  is
unreasonable  or  otherwise  unenforceable,   neither  this  Agreement  nor  the
provisions of this Section shall be rendered  void,  but shall be deemed amended
to apply as to such maximum  scope,  time and territory and to such other extent
as such Court may judicially  determine or indicate to be reasonable,  and as so
modified,  the  restrictions  contained  in this  Section  shall be binding  and
enforceable.

     7.2   Employees.  Each of Sellers agrees that during the Restricted  Period
neither it nor its successors or assigns will hire any Person who is or shall be
in the employ or service  of any  member of the Coast to Coast  Corporate  Group
prior to the Closing Date, and whom Buyer intends to employ,  or seek to entice,
induce  or in any  manner  influence  any  such  employee  to  leave  his or her
employment or not accept or continue in such employment from Buyer.

     7.3   Confidentiality. Each of Sellers will not at any time disclose to any
Person other than Buyer or use any  "Confidential  Information"  (as hereinafter
defined)  owned,  possessed,  licensed or used by or  relating to the  Business,
whether or not such  information  is embodied in writing or other physical form.
For purposes of this Agreement, the phrase "Confidential  Information" means all
trade names,  trademarks,  service marks,  patents and trade secrets and any and
all other  information not publicly  available which relates to specific matters
concerning  the  Business,  such as,  without  limiting  the  generality  of the
foregoing,   engineering,   design,   manufacturing,   maintenance   and  repair
information;  computer  software  and  programs;  component  sourcing and supply
information;   identities  of  suppliers,  customers  and  contractors;  product
distribution information;  pricing and compensation policies; sales or financing
procedures or methods;  operational methods; strategic plans; internal financial
information;  research and development plans and activities; and acquisition and
expansion  plans.  Each of Sellers  recognizes and agrees that all documents and
objects  containing  any  Confidential  Information,  whether  developed  by any
Seller, Coast to Coast or by someone else for any Seller, will after the Closing
Date become the exclusive property of Buyer.

     7.4   Remedies. Because the breach or anticipated breach of the restrictive
covenants  provided  for in this  Article  VII  will  result  in  immediate  and
irreparable  harm and  injury to Buyer,  for which it will not have an  adequate
remedy at law, each of Sellers  agrees that Buyer shall be entitled to relief in
equity to temporarily,  preliminarily  and/or  permanently enjoin such breach or
anticipated breach and to seek any and all other legal and equitable remedies to
which  Buyer may be  entitled.  Should  such  action be taken and an  injunction
issued,  Buyer shall be entitled to  reimbursement  of attorneys' fees and costs
incurred.

     7.5   Permitted Investments.  Nothing  contained herein  shall restrict any
Seller from owning two percent (2%) or less of the  corporate  securities of any
Person in  competition  with the  Business  which  securities  are listed on any
national  securities  exchange or  authorized  for  quotation  on the  Automated
Quotations System of the National  Association of Securities  Dealers,  Inc., if
such Person has no other  connection or relationship,  direct or indirect,  with
the issuer of such securities.

                                  ARTICLE VIII.

                        CONDITIONS TO BUYER'S OBLIGATIONS

     The  obligations  of Buyer to consummate the  transactions  provided for in
this  Agreement  shall be subject to the  satisfaction  of each of the following
conditions on or before the Closing Date, subject to the right of Buyer to waive
any one or more of such conditions:

     8.1   Representations  and Warranties of Sellers.  The representations  and
warranties of Sellers and Coast to Coast contained in this Agreement,  including
the  Schedules  hereto,  and in the  certificates  and papers to be delivered to
Buyer and OSI  pursuant  hereto  and in  connection  herewith  shall be true and
correct in all  material  respects on the date  hereof and on the  Closing  Date
(except  for  changes   specifically   permitted   hereunder)   as  though  such
representations   and  warranties  were  made  on  the  Closing  Date.

     8.2   Intentionally Deleted. [Intentionally deleted].

     8.3   Performance of  this  Agreement. Each of Sellers  and  Coast to Coast
shall  have  duly  performed  or  complied  with  all of the  obligations  to be
performed or complied  with by it under the terms of this  Agreement on or prior
to the Closing Date.

     8.4   No Material Adverse Change and No Extraordinary Distributions.  There
shall  have  been no  material  adverse  change,  actual or  threatened,  in the
Business   (including  the  Purchased  Assets,   the  Assumed   Liabilities  and
relationships with customers),  whether or not covered by insurance, as a result
of any cause  whatsoever.  Between  the date of this  Agreement  and the Closing
Date,  except for the  liquidation  of Coast to Coast,  there shall have been no
extraordinary  distribution by any member of the Coast to Coast Corporate Group,
by the  officers  of any member of the Coast to Coast  Corporate  Group,  by the
partners or shareholders of any member of the Coast to Coast Corporate Group, of
any assets or dividends of the Business.

     8.5   Certificate of Sellers and Coast to Coast.  Buyer shall have received
certificates signed by the President of Coast to Coast and Pioneer,  the general
partner  of C2C and  Frasier  dated as of the  Closing  Date and  subject  to no
qualification  certifying  that the  conditions  set forth in Sections 8.1, 8.3,
8.4, 8.8, 8.9, 8.10, and 8.11 hereof have been fully satisfied. Such certificate
shall be deemed a  representation  and  warranty  of Sellers  and Coast to Coast
under this Agreement.

     8.6   Employment  Agreements.  Robert Frasier  shall   have  executed   and
delivered an Employment  Agreement in substantially  the form attached hereto as
Exhibit C  and Gary Frasier  shall have  executed and  delivered  an  Employment
Agreement in substantially  the form  attached  hereto as  Exhibit D.

     8.7   Audits.  PricewaterhouseCoopers  LLP shall  have completed the audits
and examinations of the Coast to Coast Corporate  Group's  financial  statements
for the years ended  December  31, 1999 and 2000 and Buyer shall be satisfied in
all respects with the results of such audits.

     8.8   No Lawsuits.  No suit, action  or other  proceeding or  investigation
shall be threatened or pending  before or by any Court or Government  concerning
this Agreement or the consummation of the transactions  contemplated  hereby, or
in connection  with any claim against any Seller or Coast to Coast not disclosed
on the Schedules  hereto.  No Government  shall have  threatened or directed any
request for information concerning this Agreement, the transactions contemplated
hereby or the  consequences or  implications  of such  transactions to Buyer, to
Sellers, or to any officer, partner, director, employee or agent of them.

     8.9   No  Restrictions.  There shall exist no  conditions,  restrictions or
reservations  affecting the title to or utility of the Purchased  Assets and the
rights under the Assumed  Liabilities  which would prevent Buyer from  occupying
and utilizing the Purchased Assets, or any part thereof, to the same full extent
that  Sellers  might  continue  to do so if the sale and  transfer  contemplated
hereby did not take place.

     8.10  Consents.  All consents and approvals  necessary to ensure that Buyer
will  continue to have the same full rights in respect to the  Purchased  Assets
and  the  Assumed  Liabilities  as  the  Coast  to  Coast  Corporate  Group  had
immediately prior to the consummation of the transactions contemplated hereunder
shall have been  obtained,  including,  without  limitation,  the consent of the
Coast to Coast  Corporate  Group's  customers to the assignment of the contracts
set forth in  Schedule  3.14  shall  have  been  obtained.  Notwithstanding  the
foregoing, the parties acknowledge and agree that Buyer will sublet from Frasier
the premises used by the Coast to Coast  Corporate Group for its principal place
of business and the consent of the landlord will not be obtained.

     8.11  Releases.  At or  prior  to the  Closing  Date,  Sellers  shall  have
delivered to Buyer the written  release of all Liens  relating to the  Purchased
Assets,  executed  by the holder of or parties to each such Lien.  The  releases
shall be reasonably satisfactory in substance and form to Buyer and its counsel.

     8.12  Documents. Buyer shall have  received from Sellers or  Coast to Coast
on the Closing Date:

     (a)   A Bill  of Sale  and   other  appropriate   documents  conveying   to
Consulting LLC good and  marketable  title  to the Coast to Coast  Assets,  duly
executed by Frasier.

     (b)   A Bill of Sale  and   other  appropriate   documents   conveying   to
Consulting LLC  good and marketable  title to the  C2C Assets, duly  executed by
C2C.

     (c)   A Bill of Sale and  other appropriate  documents conveying to Leasing
LLC good and marketable title to the Pioneer Assets, duly executed by Pioneer.

     (d)   Three Assignment  and  Assumption  Agreements  and  other appropriate
assignments,  with related  consents,  if any are so required,  duly executed by
each Seller, respectively.

     (e)   [Intentionally deleted.]

     (f)   [Intentionally deleted.]

     (g)   An  executed legal  opinion  from  Jackson Walker L.L.P.  counsel  to
Sellers and Coast to Coast,  dated the Closing Date,  substantially  in the form
attached  hereto as Exhibit E.  (h).....A  certificate  of good standing of each
member of the Coast to Coast  Corporate  Group,  dated  within  five days of the
Closing Date, from the Secretary of State of the State of Texas.

     (i)   A  copy,  certified  by the  Secretary of Coast to Coast to be  true,
complete and correct as of the Closing  Date,  of the articles of  incorporation
and  bylaws of Coast to Coast  and all  resolutions,  authorizations,  consents,
approvals  and/or  ratifications  of the  shareholders and directors of Coast to
Coast  required  for the  authorization  of Coast to  Coast to enter  into  this
Agreement  and  consummate  the  transactions   contemplated   hereunder.   Such
certificate shall also contain a certification of the incumbency and genuineness
of the signatures of the officers of Coast to Coast executing any document to be
delivered to Buyer and shall be deemed a representation  and warranty of Sellers
and Coast to Coast under this Agreement.

     (j)   A copy,  certified  by the Secretary of Pioneer  to be true, complete
and correct as of the Closing Date, of the articles of incorporation  and bylaws
of Pioneer  and all  resolutions,  authorizations,  consents,  approvals  and/or
ratifications  of the  shareholders  and  directors of Pioneer  required for the
authorization  of  Pioneer  to enter  into this  Agreement  and  consummate  the
transactions  contemplated  hereunder.  Such  certificate  shall also  contain a
certification  of  the  incumbency  and  genuineness  of the  signatures  of the
officers of Pioneer executing any document to be delivered to Buyer and shall be
deemed a  representation  and  warranty of Sellers and Coast to Coast under this
Agreement.

     (k)   A  copy,  certified  by  the  General  Partner  of  C2C  to be  true,
complete  and  correct as of the Closing  Date,  of the  certificate  of limited
partnership  and limited  partnership  agreement of C2C and all  authorizations,
consents, approvals and/or ratifications of the partners of C2C required for the
authorization   of  C2C  to  enter  into  this   Agreement  and  consummate  the
transactions  contemplated  hereunder.  Such  certificate  shall also  contain a
certification  of  the  incumbency  and  genuineness  of the  signatures  of the
officers of the general  partner C2C  executing  any document to be delivered to
Buyer and shall be deemed a representation  and warranty of Sellers and Coast to
Coast under this Agreement.

     8.13  Due  Diligence.  Buyer shall be  satisfied  in all respects  with the
results of its due diligence review of the Business and its condition, including
without limitation  customer,  vendor, and other third Person  relationships and
environmental,   tort,  securities,   corporate,  product  liability,   employee
benefits, taxation and insurance matters.

     8.14. Employees and Independent Contractors. Sellers shall have assigned to
Buyer all of the employment agreements and independent  contractor agreements of
all of the employees and independent contractors of the Coast to Coast Corporate
Group.

     8.15  Further  Assurances.    Buyer  shall   have  received   such  further
instruments  and  documents  as may  reasonably  be  required  to carry  out the
transactions  contemplated  hereby  and  to  evidence  the  fulfillment  of  the
agreements  herein  contained  and  the  performance  of all  conditions  to the
consummation of such transactions.


                                   ARTICLE IX.

                       CONDITIONS TO SELLERS' OBLIGATIONS

     The obligations of Sellers to consummate the  transactions  provided for in
this  Agreement  shall be subject to the  satisfaction  of each of the following
conditions  on or before the  Closing  Date,  subject to the right of Sellers to
waive any one or more of such conditions:

     9.1   Representations and Warranties of Buyer and OSI. The  representations
and  warranties  of Buyer and OSI  contained in this  Agreement,  including  the
Schedules hereto,  and in the certificates and papers to be delivered to Sellers
and Coast to Coast pursuant hereto and in connection  herewith shall be true and
correct in all  material  respects on the date  hereof and on the  Closing  Date
(except  for  changes   specifically   permitted   hereunder)   as  though  such
representations and warranties were made on the Closing Date.

     9.2   Performance of this Agreement.  Each of Buyer and OSI shall have duly
performed or complied  with all of the  obligations  to be performed or complied
with by it under the terms of this Agreement on or prior to the Closing Date.

     9.3   Certificate  of  Buyer  and OSI.  Sellers  shall   have   received  a
certificate signed by an officer of Buyer and OSI, dated as of the Closing Date,
and subject to no  qualification  certifying  that the  conditions  set forth in
Sections 9.1, 9.2, and 9.5 hereof have been fully  satisfied.  Such  certificate
shall be deemed a representation and warranty of Buyer and OSI hereunder.

     9.4   Employment  Agreements.  Buyer shall have  executed and delivered the
Employment  Agreements in  substantially  the form attached hereto as Exhibits C
and D.

     9.5   Payment of Initial Payment.  On the Closing  Date, Sellers shall have
received  from Buyer the  Initial  Payment to be  delivered  under  Section  2.8
hereof.

     9.6   No Lawsuits.  No suit, action  or other  proceeding or  investigation
shall be threatened or pending  before or by any Court or Government  concerning
this Agreement or the consummation of the transactions  contemplated  hereby. No
Government  shall have  threatened  or  directed  any  request  for  information
concerning  this  Agreement,   the  transactions   contemplated  hereby  or  the
consequences or implications  of such  transactions to Buyer, to Sellers,  or to
any officer, partner, director, employee or agent of it.

     9.7   Documents. Sellers  shall  have  received from  Buyer or  OSI on  the
Closing Date:

     (a)   The Assignment and Assumption Agreements, duly executed by Buyer.

     (b)   An executed legal opinion  from Bryan Cave LLP,  counsel to Buyer and
OSI,  dated the  Closing  Date,  substantially  in the form  attached  hereto as
Exhibit F.

     (c)   A  certificate  of good  standing  of each Buyer,  dated  within five
days of the Closing Date, from the Secretary of State of the State of Delaware.

     (d)   A  certificate of good standing of OSI, dated within five days of the
Closing Date, from the Secretary of State of Delaware.

     (e)   A  copy,  certified  by  the sole  member  of each  Buyer to be true,
complete and correct as of the Closing Date, of the articles of organization and
operating agreement of each Buyer and all resolutions, authorizations, consents,
approvals and/or ratifications of the sole member of each Buyer required for the
authorization  of each Buyer to enter into this  Agreement  and  consummate  the
transactions  contemplated  hereunder.  Such  certificate  shall also  contain a
certification  of  the  incumbency  and  genuineness  of the  signatures  of the
officers of each Buyer  executing  any  document to be  delivered to Sellers and
shall  be  deemed  a  representation  and  warranty  of each  Buyer  under  this
Agreement.

     (f)   A copy,  certified  by the Secretary  of OSI to be true, complete and
correct as of the Closing Date, of the certificate of incorporation  and by-laws
of  OSI  and  all  resolutions,   authorizations,   consents,  approvals  and/or
ratifications  of the directors of OSI required for the  authorization of OSI to
enter  into  this  Agreement  and  consummate  the   transactions   contemplated
hereunder. Such certificate shall also contain a certification of the incumbency
and  genuineness of the signatures of the officers of OSI executing any document
to be delivered to Sellers and shall be deemed a representation  and warranty of
OSI under this Agreement.

     9.8   Further  Assurances.   Sellers   shall  have  received  such  further
instruments  and  documents  as may  reasonably  be  required  to carry  out the
transactions  contemplated  hereby  and  to  evidence  the  fulfillment  of  the
agreements  herein  contained  and  the  performance  of all  conditions  to the
consummation of such transactions.

                                   ARTICLE X.

                                 INDEMNIFICATION

     10.1  Survival of Representations  and Warranties.  The representations and
warranties of the Parties made in this  Agreement or in any exhibit,  statement,
Schedule,  certificate,  instrument or document  delivered pursuant hereto shall
survive the  Closing  and shall  remain in effect for a period of two years from
the Closing Date and shall  thereupon  terminate  and be of no further force and
effect; provided, however, that the foregoing shall not apply to representations
and  warranties  under  Sections 3.2, 3.8 and 3.34,  which shall survive for the
period equal to the  applicable  statute of  limitations  period;  and provided,
further,  that this shall not prohibit any claim for Indemnified Losses pursuant
to  Section  10.2  after  such  applicable   survival  period  with  respect  to
Indemnified  Losses as to which the  Indemnifying  Party has received  notice in
accordance with this Article X prior to the expiration of such survival period.

     10.2  Sellers' Indemnification.

     (a)   Sellers hereby jointly and  severally  agree to  hold Buyer,  OSI and
the  shareholders,   directors,  officers,  employees,  Affiliates,  successors,
assigns  and  agents  of each  of them  (collectively,  the  "Buyer  Indemnified
Persons")  harmless  from,  against  and in respect of, and waives any claim for
contribution or indemnity with respect to, any and all claims, losses,  damages,
Liabilities,  expenses or costs ("Losses"),  plus reasonable attorneys' fees and
expenses  incurred  in  connection  with  Losses  and/or   enforcement  of  this
Agreement,  plus interest from the date incurred  through the date of payment at
the prime lending rate of Bank of America from time to time  prevailing (in all,
"Indemnified  Losses")  incurred  or to be incurred by any of them to the extent
resulting from or arising out of, or alleged to result from or arise out of:

          (i)  any breach or violation of the representations and warranties, of
     Sellers and Coast to Coast contained in Article III of this Agreement;

          (ii) any breach or violation of the covenants or agreements of Sellers
     contained  in  this  Agreement,  or in any  exhibit,  statement,  Schedule,
     certificate,  instrument or document delivered  pursuant hereto,  including
     the provisions of this Article X;

          (iii)any Liability of Sellers or Coast to Coast not  expressly assumed
     by Buyer  hereunder,  without  regard  to the fact  that any  indemnifiable
     matter  described in this  subsection  (iii) may have been disclosed in the
     Schedules  or in any  documents  included  or referred to therein or may be
     otherwise  known to Buyer at the date of this  Agreement  or on the Closing
     Date;

          (iv) the assertion of any claim by a party to any Contract  assumed by
     Buyer relating to the  performance of such Contract to the extent the claim
     relates to the  portion  of such  Contract  completed  by any member of the
     Coast to Coast Group prior to the Closing;

          (v)  the failure to obtain the landlord  consent to Buyer's subletting
     of the  premises  used  by the  Coast  to  Coast  Corporate  Group  for its
     principal place of business; and

          (vi) without being limited by the  foregoing  subsections  (i) through
     (v) and without  regard to whether  any one or more of the items  listed in
     this  subsection  (vi) may be disclosed in the Schedules or otherwise known
     to Buyer as of the date of this  Agreement or on the Closing Date except to
     the extent of the amounts reflected on the Closing Statement:

     (A)   all Taxes  of Sellers  and Coast to Coast  and Sellers'  or Coast  to
Coast's  Liability for its own Taxes or its Liability,  if any (for example,  by
reason of transferee  Liability or application of Treas.  Reg. Section 1.1502-6)
for Taxes of others, and fines and penalties and reasonable  expenses (including
but not limited to reasonable attorneys' fees and expenses) payable with respect
to or arising out of any claim or assessment for such Taxes against Buyer or the
Purchased  Assets,  (1) for any taxable  period  ending on or before the Closing
Date,  except to the extent such Taxes are  reflected as a Tax  Liability on the
Closing Statement,  (2) for any taxable period resulting from a breach of any of
the  representations  or  warranties  contained  in Section 3.8  hereof,  or (3)
sustained  in a tax period of Buyer ending after the Closing Date arising out of
the settlement or other resolution of a proposed tax adjustment which relates to
a tax period ending on or before the Closing Date; and

     (B)   any member  of the Coast to Coast  Corporate  Group's  termination of
any of its  employees,  except to the  extent  the  amounts  of such  Losses are
reflected on the Closing Statement.

     (b)   The Buyer  Indemnified  Persons  shall  not  be  entitled  to recover
Indemnified  Losses (i) pursuant to Section  10.2(a)(i) (other than for a breach
of a  representation  and warranty in Section 3.2, Section 3.6 and Section 3.8),
unless such Indemnified  Losses exceed $100,000 in the aggregate,  and then only
to the  extent of  amounts in excess of  $100,000;  or (ii) to the  extent  such
Indemnified  Losses  exceed the aggregate  consideration  paid for the Purchased
Assets as contemplated  under Section 2.3 of this  Agreement,  plus any Earn-Out
Payment  which may due to Sellers  pursuant to Section  2.10,  once Sellers have
made payments to or on behalf of Buyer Indemnified  Persons with respect to such
Indemnified Losses in such amount.

     10.3  Buyer's Indemnification.

     Buyer and OSI hereby jointly and severally agree to hold Sellers, and their
shareholders,  directors, partners, officers, employees, Affiliates, successors,
assigns  and  agents of each of them  (collectively,  the  "Sellers  Indemnified
Persons")  harmless  from,  against  and in respect of, and waives any claim for
contribution  or  indemnity  with  respect  to, any and all  Indemnified  Losses
incurred  or to be  incurred  by any of them,  to the extent  resulting  from or
arising  out of, or  alleged  to result  from or arise out of: (a) any breach or
violation of the representations,  warranties, covenants and agreements of Buyer
and OSI contained in this  Agreement,  or in any exhibit,  statement,  Schedule,
certificate,  instrument or document  delivered  pursuant hereto,  including the
provisions  of this Article X; or (b) any Liability of Buyer with respect to the
Assumed Liabilities.

     10.4  Notice of Claim.  In the event that Buyer  seeks  indemnification  on
behalf of a Buyer Indemnified Person, or Sellers seek  indemnification on behalf
of a  Sellers  Indemnified  Person,  such  Party  seeking  indemnification  (the
"Indemnified  Party")  shall  give  written  notice  to  the  other  Party  (the
"Indemnifying Party") specifying the facts constituting the basis for such claim
and the amount,  to the extent  known,  of the claim  asserted.  With respect to
claims  other than Third Person  Claims,  the  Indemnifying  Party shall have 20
calendar days after the Indemnified  Party provides  notice to the  Indemnifying
Party to make such  investigation of the claim as the  Indemnifying  Party deems
necessary or desirable. For purposes of such investigation,  the claimant agrees
to make available to the Indemnifying Party or its authorized  representative(s)
the information  relied upon by the claimant to  substantiate  the claim. If the
Indemnified Party and the Indemnifying Party agree at or prior to the expiration
of such 20 day period (or any  mutually  agreed upon  extension  thereof) to the
validity and amount of such claim, the  Indemnifying  Party shall pay the amount
of such claim not more than 10 calendar days after agreement. If the Indemnified
Party and the Indemnifying Party do no agree within such period (or any mutually
agreed upon extension  thereof),  the  Indemnified  Party may seek any available
legal remedy.

     10.5  Right to Contest Claims of Third Persons. If an Indemnified  Party is
entitled  to  indemnification  hereunder  because  of a  claim  asserted  by any
claimant (other than an indemnified  Person  hereunder)  ("Third  Person"),  the
Indemnified  Party shall give the Indemnifying  Party  reasonably  prompt notice
thereof  after  such  assertion  is  actually  known to the  Indemnified  Party;
provided,  however,  that the right of a Person to be  indemnified  hereunder in
respect of claims made by a Third Person  shall not be  adversely  affected by a
failure  to give such  notice  unless,  and then  only to the  extent  that,  an
Indemnifying Party is prejudiced thereby.  The Indemnifying Party shall have the
right,  upon  written  notice  to  the  Indemnified  Party,  and  using  counsel
reasonably  satisfactory  to the  Indemnified  Party,  to  investigate,  secure,
contest  or settle  the claim  alleged  by such  Third  Person (a "Third  Person
Claim"),  provided that the Indemnifying Party has unconditionally  acknowledged
to the  Indemnified  Party in writing his or its  obligation  to  indemnify  the
persons to be indemnified hereunder with respect to such Third Person Claim; the
Indemnified Party may thereafter participate in (but not control) the defense of
any such Third  Person  Claim with its own  counsel at its own  expense,  unless
separate  representation is necessary to avoid a conflict of interest,  in which
case such  representation  shall be at the  expense of the  Indemnifying  Party.
Unless and until the Indemnifying Party so acknowledges his or its obligation to
indemnify,  the Indemnified Party shall have the right, at its option, to assume
and control defense of the matter and to look to the Indemnifying  Party for the
full amount of the costs of defense.  The failure of the  Indemnifying  Party to
respond in writing to the aforesaid notice of the Indemnified Party with respect
to such Third Person Claim within 20 calendar days after  receipt  thereof shall
be deemed an election not to defend the same. If the Indemnifying Party does not
so acknowledge  his or its obligation to indemnify and assume the defense of any
such Third Person Claim within the 20 calendar days, (a) the  Indemnified  Party
may  defend  against  such  claim,  in such  manner as it may deem  appropriate,
including,  but not limited to, settling such claim,  after giving notice of the
same to the Indemnifying  Party, on such terms as the Indemnified Party may deem
appropriate, and (b) the Indemnifying Party may participate in (but not control)
the  defense of such  action,  with its own counsel at its own  expense.  If the
Indemnifying  Party  thereafter  seeks to  question  the  manner  in  which  the
Indemnified  Party  defended  such Third Person Claim or the amount or nature of
any such settlement,  the  Indemnifying  Party shall have the burden to prove by
clear and  convincing  evidence  that  conduct of the  Indemnified  Party in the
defense  and/or   settlement  of  such  Third  Person  Claim  constituted  gross
negligence or willful misconduct. The Parties shall make available to each other
all relevant  information in their possession  relating to any such Third Person
Claim and shall cooperate in the defense thereof.

     10.6  Set-Off Rights . Subject to complying with the procedures of Sections
10.4  and/or  10.5,  Buyer or OSI shall  have the right to seek,  in their  sole
discretion,  satisfaction of Indemnified Losses: (a) from any Seller or Coast to
Coast or (b) by offsetting Indemnified Losses against any payments due under any
Earn-Out Payment which may be due to Sellers pursuant to Section 2.10.

                                   ARTICLE XI.

                                  MISCELLANEOUS

     11.1  Assignment; Binding Agreement.

     (a)   This Agreement and all or any part of Buyer's  rights and obligations
hereunder may be assigned by Buyer at any time to any one or more  Affiliates of
Buyer. Buyer shall cause such Affiliate(s) to perform any of Buyer's obligations
hereunder which are assigned to such Affiliate(s).

     (b)   Neither  this  Agreement  nor  any of  Sellers'  or  Coast to Coast's
rights or obligations  hereunder may be assigned by any Seller or Coast to Coast
without Buyer's prior written consent.

     (c)   This Agreement shall  be binding  upon and shall inure to the benefit
of the Parties hereto and to their respective successors and permitted assigns.

     11.2  Termination  of   Agreement.  This  Agreement  and  the  transactions
contemplated hereby may be terminated prior to the Closing Date only as follows:

     (a)   By mutual consent of Buyer and Sellers.

     (b)   By either Buyer or Sellers if the Closing  shall not have occurred on
or before April 6, 2001,  or such other date, if any, as Buyer and Sellers shall
agree upon.

     (c)   By  Buyer if Buyer  determines,  in  its sole  discretion,  that  the
transactions  contemplated hereby has become inadvisable or impractical (A) as a
result of Buyer's investigation of the Business prior to the Closing pursuant to
Section  8.13 or (B) by reason  of the  institution  or  threat  by any  Person,
Governmental or otherwise,  of any litigation,  investigation  or proceeding (it
being  understood  and agreed  that,  without  limiting  the  generality  of the
foregoing,  a written request by Government  authorities  for  information  with
respect to the proposed transactions may be deemed to be a threat of litigation,
investigation or proceedings).

     11.3  Manner and Effect of Termination.

     (a)   Any  action   by  Sellers to   terminate  this    Agreement  and  the
transactions  contemplated  hereby, as provided in Section 11.2 hereof, shall be
taken by Sellers Group  Representative.  Any such action by Buyer shall be taken
by its member, its President or any appropriately authorized officer.

     (b)   If  this Agreement  is  terminated  pursuant to  Section  11.2 hereof
without fault of either Party or breach of this  Agreement,  all  obligations of
Sellers and Buyer hereunder  shall  terminate,  without  Liability of Sellers to
Buyer or of Buyer to Sellers.  In such event,  each Party  hereto  shall pay all
legal and other costs and  expenses  incurred by such Party in  connection  with
this Agreement and the transactions contemplated hereby.

     (c)   Nothing in this Section or elsewhere in this  Agreement  shall impair
or restrict  the rights of any Party to any and all remedies at law or in equity
in the event of a breach of or default under this Agreement.

     11.4  Non-Disclosure  of Information.  Without the prior written consent of
Buyer,  Sellers  and  Coast to Coast  will not  disclose  or reveal to any third
Person any  confidential,  non-public or commercially  valuable  information (a)
concerning  Buyer to which  Sellers or Coast to Coast were exposed in connection
with this  Agreement,  (b)  concerning  the  Business,  or (c) the  transactions
contemplated by this Agreement.  In addition to other remedies  available at law
or equity,  Buyer shall have the right to enjoin  Sellers  and/or Coast to Coast
from disclosing or revealing information in violation of this Section.

     11.5  Bulk Sales.  Buyer hereby waives compliance with any applicable State
Uniform  Commercial  Code or other  statutory  provisions  governing bulk sales.
Sellers and Coast to Coast agree to indemnify,  defend and hold  harmless  Buyer
from any and all loss, cost or expenses,  resulting from the assertion of claims
made against the Purchased  Assets sold  hereunder or against Buyer by creditors
of  Sellers  or  Coast to  Coast  under  any bulk  sales  Law  with  respect  to
Liabilities  of Sellers or Coast to Coast not assumed by Buyer  hereunder,  such
indemnity to be in accordance  with the provisions of Article X hereof,  without
regard to the limitations contained in Section 10.2(b).

     11.6  Entire  Agreement  and  Modification.  This  Agreement, including the
Schedules  and  Exhibits  attached  hereto  and the  documents  to be  delivered
pursuant  hereto,  constitutes  the entire  agreement  between the  Parties.  No
changes of,  modifications  of,  amendments  to, or additions to this  Agreement
shall be valid  unless the same shall be in  writing  and signed by all  Parties
hereto.

     11.7  Severability.  If any provision of this Agreement shall be determined
to be  contrary  to Law and  unenforceable  by any court of law,  the  remaining
provisions shall be severable and enforceable in accordance with their terms.

     11.8  Counterparts. This Agreement may be executed in one or more identical
counterparts,  each of  which  shall  be  deemed  an  original  but all of which
together will  constitute  one and the same  instrument.  This  Agreement may be
executed and thereafter  transmitted by telecopier,  and the telecopier  receipt
shall constitute an original.

     11.9  Headings;  Interpretation.  The table of  contents  and  article  and
section  headings  contained in this Agreement are inserted for convenience only
and shall not affect in any way the meaning or  interpretation of the Agreement.
Both  Parties  have  participated  substantially  in  the  negotiation  of  this
Agreement,  and each Party  hereby  disclaims  any defense or  assertion  in any
litigation or arbitration that any ambiguity herein should be construed  against
the draftsman.

     11.10 Arbitration, Choice of Forum and Governing Law.

     (a)   The  Parties agree to submit any and all disputes  arising from or in
connection with this  Agreement,  whether based on contract,  tort,  common law,
equity,  statute,  regulation,  order or  otherwise,  but excluding any disputes
arising under Article VII or governed by the  arbitration  provisions in Section
2.9 or 2.10  ("Disputes"),  including Disputes arising in connection with claims
by third persons, to arbitration,  for final and binding  resolution;  provided,
that the  foregoing  shall not preclude  equitable or other  judicial  relief to
enforce the provisions  hereof or to preserve the status quo pending  resolution
of Disputes hereunder.  This provision  constitutes a binding arbitration clause
under  applicable  Law.  Either Party may initiate  arbitration  of a Dispute by
delivery of a demand therefor in writing (the "Arbitration Demand") to the other
Party.  The  arbitration  shall be  conducted  in  Atlanta,  Georgia,  by a sole
arbitrator  selected  by  agreement  of the Parties not later than 10 days after
delivery  of the  Arbitration  Demand  or,  failing  such  agreement,  appointed
pursuant to the AAA Rules. If the arbitrator becomes unable to serve, his or her
successor(s) shall be similarly selected or appointed.  The arbitration shall be
conducted  pursuant  to the Federal  Arbitration  Act and the  Missouri  Uniform
Arbitration  Act and such procedures as the Parties may agree or, in the absence
of or failing such  agreement,  pursuant to the AAA Rules.  Notwithstanding  the
foregoing,  (i) each Party shall be allowed to conduct discovery through written
requests for information,  document requests,  requests for stipulation of fact,
and  depositions;  (ii)  the  nature  and  extent  of such  discovery  shall  be
determined by the  arbitrator,  taking into account the needs of the Parties and
the desirability of making discovery  expeditious and cost-effective;  (iii) the
arbitrator may issue orders to protect the  confidentiality of information to be
disclosed in discovery;  (iv) the arbitrator's discovery rulings may be enforced
in a court of competent jurisdiction; (v) each Party shall provide to the other,
reasonably  in advance of any  hearing,  copies of all  documents  which a Party
intends to present in such hearing;  (vi) all hearings  shall be conducted on an
expedited schedule; and (vii) all proceedings shall be confidential, except that
either  Party  may at  its  expense  make a  stenographic  record  thereof.  The
arbitrator  shall  complete all hearings not later than 90 days after his or her
selection  or  appointment,  and shall make a final award not later than 30 days
thereafter.  The award  shall be in writing  and shall  specify  the factual and
legal bases for the award. The arbitrator shall apportion all costs and expenses
of the arbitration,  including the  arbitrator's  fees and expenses and fees and
expenses of experts and  attorneys  between the  prevailing  and  non-prevailing
Party as the  arbitrator  shall deem fair and  reasonable.  Notwithstanding  the
foregoing, in no event may the arbitrator award multiple,  punitive or exemplary
damages.

     (b)   In  light  of  the  Parties' interests  in  ensuring  that   disputes
regarding the interpretation,  validity and enforceability of this Agreement are
resolved  on a uniform  basis,  and the  execution  of, and the making of,  this
Agreement in Missouri,  the Parties agree that (i) any litigation  involving any
noncompliance  with or breach of Article VII this  Agreement,  or regarding  the
interpretation, validity and/or enforceability of Article VII of this Agreement,
shall be filed and  conducted  in the  state or  federal  courts  in St.  Louis,
Missouri,  and (ii) the Agreement,  for purposes of  arbitration  and litigation
proceedings, shall be interpreted in accordance with and governed by the laws of
the State of Missouri, without regard for any conflict of law principles.

     11.11 Payment of Fees and  Expenses.  Each Party  hereto shall pay all fees
and expenses incurred by such Party incident to the negotiation, preparation and
execution  of  this  Agreement  and  the   consummation   of  the   transactions
contemplated  hereby,  including  the fees of  counsel,  accountants  and  other
experts of such Party and any finder's or brokerage fees incurred by such Party.

     11.12 Sellers  Group  Representative.  By  execution  and delivery  of this
Agreement,  each Seller hereby  constitutes  and appoints  Robert Frasier as the
representative  of such Person  hereunder (the "Sellers  Group  Representative")
with  full  power  and  authority  to  give  or make  all  notices,  objections,
directions and other  communications  to be given or made by or on behalf of any
Seller, to bind and act on behalf of any Seller, to take any actions or give any
consents  of  waivers  which may be taken or given by or on behalf of any Seller
with respect to any matters  which may arise in connection  with this  Agreement
and the Exhibits hereto  (excluding the Employment  Agreements) and to otherwise
act for and on behalf of  Sellers  (except  in  connection  with the  Employment
Agreements). In the event that Sellers Group Representative should die or become
incapacitated,  his  successor  shall be  selected  by the  estate  or  personal
representative  of Sellers  Group  Representative,  and  written  notice of such
selection shall be given to Buyer and OSI.

     11.13 Notices.  All notices,  requests,  demands  and other  communications
hereunder  shall be  deemed  to have  been  duly  given if the same  shall be in
writing and shall be delivered  (a)  personally,  (b) by registered or certified
mail, postage prepaid,  (c) by facsimile  transmission (with a copy confirmed by
mail) or (d) by overnight delivery service and addressed as set forth below:

     (a)   If to Buyer or OSI:

               Outsourcing Solutions Inc.
               390 South Woods Mill Road, Suite 350
               Chesterfield, MO  63017
               Attention:  President and CEO
               Fax: (314) 576-1867

               copy to (which shall not constitute notice):

               Bryan Cave LLP
               One Metropolitan Square
               211 N. Broadway, Suite 3600
               St. Louis, MO  63102
               Attention:  Peter D. Van Cleve
               Fax: (314) 259-2020

     (b)   If to Sellers or Coast to Coast:

               2106 Bay Cove Court
               Arlington, Texas 76013
               Attention:  Robert Frasier
               Fax: (817) 483-8174

               copy to (which shall not constitute notice):

               Jackson Walker L.L.P.
               901 Main Street
               Suite 6000
               Dallas, Texas  75202
               Attention:  Brad Whitlock
               Fax:  (214) 953-5822

Any such  notice  shall be  effective  upon  receipt.  Any Party may  change the
address to which notices are to be addressed by giving the other Party notice in
the manner herein set forth.

     11.14 Employees.  The Employees'  service with the Coast to Coast Corporate
Group shall be recognized as service with Buyer for purposes of eligibility  and
vesting under the  retirement  savings plan made  available to the Employees and
Buyer's health benefit  program.  Buyer shall allow  Employees to participate in
the pre-tax  deferral  feature of Buyer's  401(k)  plan  (without  any  employer
matching  contribution)  from and  after  April 1,  2001 and  shall  provide  to
Employees  a medical  reimbursement  plan that is  substantially  similar to the
medical reimbursement Plan identified on Schedule 3.27.


<PAGE>
THIS AGREEMENT CONTAINS AN ARBITRATION PROVISION WHICH MAY BE ENFORCED BY THE
PARTIES HERETO.

     IN WITNESS WHEREOF, the Parties hereto have executed this Agreement, on the
day and year first above written.



COAST TO COAST CONSULTING, LLC


By:/s/ Gary L. Weller
   -----------------------------------------
   Name: Gary L. Weller
   Title: Treasurer



PAE LEASING, LLC


By:/s/ Gary L. Weller
   -----------------------------------------
   Name: Gary L. Weller
   Title: Treasurer



OUTSOURCING SOLUTIONS INC.


By:/s/ Gary L. Weller
   -----------------------------------------
   Name: Gary L. Weller
   Title: Executive Vice President &
          Chief Financial Officer



COAST TO COAST CONSULTING, INCORPORATED


By:/s/ Robert Frasier
   -----------------------------------------
   Robert Frasier
   President



PIONEER AUTO ENTERPRISES, INC.


By:/s/ Robert Frasier
   -----------------------------------------
   Robert Frasier
   Vice President



C2C MANAGEMENT, LTD.


By:  Coast to Coast Consulting, Incorporated,
     its general partner


By:/s/ Robert Frasier
   -----------------------------------------
   Robert Frasier
   President



/s/ Robert Frasier
---------------------------------------
           Robert Frasier


<PAGE>
                         TABLE OF EXHIBITS AND SCHEDULES

                             Exhibits

Exhibit A                Form of Assignment and Assumption Agreement
Exhibit B                Form of Bill of Sale
Exhibit C                Form of Employment Agreement for Robert Frasier
Exhibit D                Form of Employment Agreement for Gary Frasier
Exhibit E                Form of Opinion of Jackson Walker L.L.P.
Exhibit F                Form of Opinion of Bryan Cave LLP


                             Schedules

Schedule 1.1(a)          Assumed Liabilities
Schedule 1.1(b)          Excluded Assets
Schedule 2.5             Allocation of Consideration
Schedule 2.9(a)          Closing Financial Statements Principles and Procedures
Schedule 2.10(a)         Earn-Out Principles and Procedures
Schedule 3.3             Financial Statements
Schedule 3.4             Events Subsequent to December 31, 2000
Schedule 3.7             Undisclosed Liabilities
Schedule 3.8             Taxes
Schedule 3.10            Personal Property - Owned
Schedule 3.11            Personal Property - Leased from any member of the Coast
                           to Coast Corporate Group
Schedule 3.12(a)         Real Property - Leased to any member of the Coast
                           to Coast Corporate Group
Schedule 3.12(b)         Personal Property - Leased to any member of the Coast
                           to Coast Corporate Group
Schedule 3.13            Intellectual Property
Schedule 3.14            Required Consents
Schedule 3.16            Licenses and Permits
Schedule 3.17            Contracts - Disclosure
Schedule 3.18            Customer Contracts
Schedule 3.21            Litigation and Arbitration
Schedule 3.22            Directors, Officers, Employees and Consultants
Schedule 3.23            Indebtedness to and from Directors, Officers and Others
Schedule 3.24            Outside Financial Interests
Schedule 3.26            Labor Contracts
Schedule 3.27            Employee Benefit Plans
Schedule 3.29            Workers Compensation Claims
Schedule 3.32            Insurance Policies
Schedule 3.33            Guarantees