ASSET PURCHASE AGREEMENT


                                      among


                           Berkeley Capital Management

                         Berkeley (USA) Holdings Limited

                                       and

                         Berkeley Capital Management LLC




                                   Dated as of

                                  March 7, 2003

<PAGE>

<TABLE>
<CAPTION>

<S>                                                                                                             <C>
ARTICLE I             DEFINITIONS................................................................................1

         1.1          Definitions................................................................................1


ARTICLE II            SALE AND PURCHASE OF ASSETS AND ASSUMPTION OF CERTAIN LIABILITIES..........................4

         2.1          Purchase and Sale of Assets................................................................4

         2.2          Assumption of Obligations and Liabilities..................................................5

         2.3          Documents of Conveyance....................................................................6

         2.4          Consideration..............................................................................6

         2.5          Allocation of Closing Consideration........................................................9

         2.6          Post-Closing Revenues......................................................................9

         2.7          Closing....................................................................................9


ARTICLE III           REPRESENTATIONS AND WARRANTIES OF SELLER AND SHAREHOLDERS..................................9

         3.1          Due Organization...........................................................................9

         3.2          Due Authorization..........................................................................9

         3.3          Subsidiaries..............................................................................10

         3.4          Capitalization; Ownership.................................................................10

         3.5          Liens, Property, and Obligations..........................................................10

         3.6          Compliance with Licenses, Permits, Laws and Other Instruments.............................11

         3.7          Contracts and Agreements..................................................................11

         3.8          Taxes.....................................................................................11

         3.9          Financial Statements......................................................................12

         3.10         Absence of Certain Changes................................................................13

         3.11         Litigation................................................................................13

         3.12         Intellectual Property.....................................................................13

         3.13         Business Relations........................................................................14

         3.14         Employee Benefits.........................................................................14

         3.15         Environmental, Health and Safety Matters..................................................15

         3.16         Insurance.................................................................................15

         3.17         Assets Under Management...................................................................15

         3.18         Registration as Investment Adviser........................................................16

         3.19         Filing of Reports; Maintenance of Records.................................................17


<PAGE>

         3.20         Fee Arrangements, Expenses and Custody of Funds...........................................18

         3.21         Brokers...................................................................................18

         3.22         Information Furnished.....................................................................18


ARTICLE IV            BUYER'S REPRESENTATIONS AND WARRANTIES....................................................18

         4.1          Due Organization..........................................................................18

         4.2          Due Authorization.........................................................................18


ARTICLE V             COVENANTS.................................................................................19

         5.1          Pre-Closing Covenants.....................................................................19

         5.2          Confidentiality; News Release.............................................................20

         5.3          Post-Closing Covenants....................................................................21


ARTICLE VI            CONDITIONS TO CLOSING.....................................................................21

         6.1          Conditions to Buyer's Obligations.........................................................21

         6.2          Conditions to Seller's Obligations........................................................24


ARTICLE VII           INDEMNIFICATION...........................................................................25

         7.1          Indemnification of Buyer..................................................................25

         7.2          Indemnification of Seller and Shareholder.................................................25

         7.3          Indemnification Offset....................................................................25

         7.4          Cooperation for Indemnity.................................................................26

         7.5          Survival of Indemnification Claims........................................................26


ARTICLE VIII          EMPLOYEES.................................................................................27

         8.1          Employees.................................................................................27

         8.2          Claims....................................................................................27

         8.3          Future Employment.........................................................................27

         8.4          Employment Records........................................................................27

         8.5          Assumption of Seller's Plans..............................................................27


ARTICLE IX            TAXES.....................................................................................28

         9.1          Taxes.....................................................................................28


ARTICLE X             SURVIVAL OF REPRESENTATIONS AND WARRANTIES................................................28

         10.1         Survival..................................................................................28



<PAGE>

ARTICLE XI            TERMINATION...............................................................................28

         11.1         Termination...............................................................................28

         11.2         Effect of Termination.....................................................................29


ARTICLE XII           MISCELLANEOUS.............................................................................29

         12.1         Modifications; Waiver.....................................................................29

         12.2         Notices...................................................................................29

         12.3         Counterparts..............................................................................30

         12.4         Expenses..................................................................................30

         12.5         Binding Effect; Assignment................................................................30

         12.6         No Strict Construction....................................................................31

         12.7         Entire and Sole Agreement; Review.........................................................31

         12.8         Governing Law; Forum and Venue............................................................31

         12.9         Attorney's Fees...........................................................................32

         12.10        Invalid Provisions........................................................................32

         12.11        Headings..................................................................................32

</TABLE>



         EXHIBITS

         Exhibit A                  General Assignment, Bill Of Sale And
                                      Assumption Agreement
         Exhibit B                  Non Compete Agreement

         SCHEDULES

         Schedule 2.1A              Assets
         Schedule 2.1B              Excluded Assets
         Schedule 2.1(b)            Assumed Contracts
         Schedule 2.2(a)            Assumed Liabilities
         Schedule 3.5(b)            Liens, Property, and Obligations
         Schedule 3.7(a)            Contracts and Agreements
         Schedule 3.10              Absence of Certain Changes
         Schedule 3.11              Litigation
         Schedule 3.12              Intellectual Property
         Schedule 3.16              Insurance
         Schedule 3.17              Assets Under Management
         Schedule 3.18              Registration as Investment Adviser
         Schedule 8.1(a)            Employees

<PAGE>


                            ASSET PURCHASE AGREEMENT

     This Asset Purchase Agreement (the "Agreement") is entered into as of March
7, 2003, among Berkeley Capital Management,  a California  corporation ("Seller"
or the "Company"), Berkeley (USA) Holdings Limited, a California corporation and
sole shareholder of Seller  ("Shareholder") and Berkeley Capital Management LLC,
a Delaware limited liability company ("Buyer").

                                    RECITALS

     A. Seller is a registered  investment adviser under the Advisers Act and is
in the business of providing Investment Management Services (the "Business").

     B. Seller desires to sell to Buyer, and Buyer desires to purchase,  certain
of Seller's  assets and to assume  certain of Seller's  liabilities on the terms
and subject to the conditions set forth in this Agreement.

     NOW,  THEREFORE,  in  consideration  of the  foregoing  and  of the  mutual
representations,  warranties,  covenants,  agreements,  terms and conditions set
forth  below,  the receipt and  adequacy of which are hereby  acknowledged,  the
parties hereto agree as follows:

                                   ARTICLE I
                                   DEFINITIONS

     1.1  Definitions.

          (a)  As used in this  Agreement,  the  following  terms shall have the
     meanings set forth below:

     "Advisers Act" means the United States Investment  Advisers Act of 1940, as
amended.

     "Advisory  Agreement"  means an  agreement  between  Seller  and any Person
pursuant to which Seller agrees to provide Investment Management Services to any
Person, including on a sub-advisory basis.

     "Advisory Client" means any Person with whom Seller directly or indirectly,
including through a wrap contract relationship, has, or as the context requires,
has had on or after the date of this Agreement an Advisory Agreement.

     "Affiliate"  means,  with  respect to any Person,  any other  Person  which
directly or indirectly  controls,  is  controlled by or is under common  control
with such Person.

     "Client  Consent"  means the  requisite  consent or deemed  consent of each
Advisory Client to the deemed assignment of such person's Advisory  Agreement in
connection with the  transactions  contemplated by this Agreement as required by
the Advisers Act and the rules and regulations promulgated thereunder, the forms
of which are attached hereto.

     "Closing  Run  Rate  Revenues"  means  the  aggregate   annualized  revenue
associated with all accounts of Advisory Clients  (excluding,  for this purpose,
revenues  associated  with  growth
<PAGE>

equity accounts of Morgan Stanley related Advisory  Clients) on the Closing Date
which shall be  calculated by taking the product of (i) the average of the daily
closing  market value of such account for the thirty  calendar days prior to the
Closing  Date or in the case of  accounts  not opened for the full  thirty  days
prior to the Closing Date, the average of the daily closing market value of such
account for all days such  account  was open prior to the Closing  Date (each as
reasonably  agreed by Buyer and  Seller in  accordance  with  standard  industry
practice)  and (ii) the  annualized  fee  schedule  for such  account  as of the
Closing Date.

     "Code"  means the Internal  Revenue  Code of 1986,  as amended from time to
time, and the rules and regulations promulgated thereunder.

     "Employee Plan" means any employee benefit  arrangement,  "employee pension
benefit  plan" (as defined in Section  3(2) of ERISA),  pension plan and welfare
plan which cover any  employee or former  employee,  independent  contractor  or
former independent contractor, officer, director or agent of Seller or any ERISA
Affiliates of Seller.

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

     "ERISA  Affiliate" means (A) any entity which (or at any relevant time was)
a member of a "controlled group of corporations"  with or under "common control"
(as such terms are defined in Sections  414(b) or (c) of the Code) with  Seller,
or (B)  any  entity  which  is (or at any  relevant  time  was) a  member  of an
"affiliated  service group" (as such term is defined in Section 414(m) or (o) of
the Code) which includes Seller.

     "Intellectual  Property"  means all (a)  patents  and  patent  rights,  (b)
trademarks,  trademark rights,  trade names,  trade name rights,  service marks,
service mark rights,  trade dress,  logos, and corporate names and registrations
and applications for registration  thereof, (c) copyrights and registrations and
applications  for  registration  thereof,  (d) trade  secrets  and  confidential
information,  including  formulas,  compositions,  inventions  (whether  or  not
patentable),   know-how,  processes,   techniques,  research,  designs,  drawing
specifications,  plans,  technical data and financial,  marketing,  and business
information  (including  pricing  information,  business and marketing plans and
customer and supplier lists and information), (e) other proprietary intellectual
property  rights,  and (f)  computer  programs,  software  documentation,  data,
training manuals and related materials to the extent owned or licensed by Seller
other than off the shelf software not assignable by its terms.

     "Investment  Company Act" means the United States Investment Company Act of
1940, as amended.

     "Investment  Management  Services" means any services which involve (i) the
management of an investment  account or fund (or portions  thereof or a group of
investment accounts or funds) for compensation, (ii) the giving of advice or the
provision  of  administration  services  with respect to the  investment  and/or
reinvestment  of  assets  or  funds  (or any  group  of  assets  or  funds)  for
compensation  or (iii)  otherwise  acting as an "investment  adviser" within the
meaning of the Advisers  Act, and  performing  activities  related or incidental
thereto.

     "Lien" means any mortgage,  deed of trust, pledge, judgment lien, tax lien,
lien, charge,  encumbrance,  security interest or defect in title of any kind or
nature.
<PAGE>

     "LPA Sub-Advisory Agreement" shall mean that certain sub-advisory agreement
to be entered into between LPASI and Buyer at or prior to Closing.

     "LPASI"  shall mean London  Pacific  Advisory  Services,  Inc. a California
corporation, a registered investment advisor.

     "Person" means an individual,  corporation,  partnership,  trusts,  limited
liability company,  association,  governmental  authority or any other entity or
organization.

     "Regulatory  Entity"  means  any  (a)  court,   administrative   agency  or
commission  or  other  federal,   state  or  local  governmental   authority  or
instrumentality,  domestic or foreign, or (b) any other governmental entity that
directly or indirectly regulates Seller.

     "Run-Rate Revenue Ratio" means a percentage determined by dividing Seller's
Closing Run-Rate Revenues by its Signing Run-Rate Revenues.

     "Seller  Material  Adverse  Effect" means the death or disability of either
James Landau or John Hart, or the receipt of written notice by Buyer from either
James  Landau or John Hart that  either  of them will  breach  their  respective
obligations under their respective employment agreements with Buyer at Closing.

     "Signing  Run  Rate  Revenues"  means  the  aggregate   annualized  revenue
associated with all accounts of Advisory Clients  (excluding,  for this purpose,
revenue  associated  with  growth  equity  accounts  of Morgan  Stanley  related
Advisory  Clients) as of the date hereof which shall be calculated by taking the
product of (i) the closing market value of such account (as reasonably agreed by
Buyer and Seller in  accordance  with  standard  industry  practice) on the date
hereof and (ii) the annualized fee schedule for such account on the date hereof.
"Tax" or "Taxes" means all federal, state, local, and other taxes,  assessments,
duties or similar  charges of any kind,  including all payroll,  employment  and
other withholding taxes, including any interest,  penalties or additions imposed
with respect to such amounts.

     "Small Cap Growth Product" means the to be launched  product of Buyer which
will be managed in the same style as the Focused Growth Equity product currently
subadvised by Seller;  provided,  however,  the existing  LPASI  Focused  Growth
Equity assets shall not be included for purposes of this definition.

     "Tax Return" means any return,  report or similar statement  required to be
filed  with  respect  to any  Taxes  owed  by  Seller  (including  any  attached
schedules),  including,  without limitation,  any information return,  claim for
refund, amended return and declaration of estimated Tax.

     "Taxing  Authority"  means  any  governmental  or  quasi-governmental  body
exercising any taxing authority or any other authority exercising Tax regulatory
authority.

          (a) Each of the  following  terms is defined in the  Section set forth
     opposite such term:
<PAGE>

    Term                                                         Section
    Accountants                                                  2.4(g)
    Agreement                                                    Introduction
    Assets                                                       2.1
    Assignment                                                   Exhibit A Intro
    Assumed Contracts                                            2.1(b)
    Assumed Liabilities                                          2.2(a)
    Authorizations                                               3.6(a)
    Business                                                     Recital A
    Buyer                                                        Introduction
    Buyer Indemnified Parties                                    7.1
    Closing                                                      2.7
    Closing Consideration                                        2.4(a)
    Closing Date                                                 2.7
    E, H & S Laws                                                3.15
    ERISA Client                                                 3.7 (c)
    Exchange Act                                                 3.18(b)
    Excluded Assets                                              2.1
    Excluded Liabilities                                         2.2(b)
    Final Closing Date Statement                                 2.4(c)
    Financial Statements                                         3.9
    First Deferred Payment                                       2.4(c)
    GAAP                                                         3.9
    Indemnified Party                                            7.4(a)
    Indemnifying Party                                           7.4(a)
    LPG                                                          3.2
    Losses                                                       7.1
    PBGC                                                         3.14(a)(i)
    Seller                                                       Introduction
    Seller Indemnified Parties                                   7.2
    Seller's Plans                                               8.5
    Shareholder                                                  Introduction
    Sublease                                                     6.1(c)
    Transaction Documents                                        3.2
    Transferred Employees                                        8.1(a)

                                   ARTICLE II
                         SALE AND PURCHASE OF ASSETS AND
                        ASSUMPTION OF CERTAIN LIABILITIES

     2.1 Purchase and Sale of Assets. On the terms and subject to the conditions
contained in this Agreement,  Seller agrees to sell to Buyer and Buyer agrees to
purchase from Seller at the Closing all of Seller's right,  title,  and interest
in and to all assets and  interests  used in or arising  from the conduct of the
Business on the Closing Date,  other than the excluded assets listed on Schedule
2.1B ("Excluded Assets"), whether real, personal, tangible or intangible, free
<PAGE>

and clear of all Liens (the  "Assets"),  including  but not limited to the items
listed on Schedule 2.1A and the following:

          (a) Seller's  right,  title and interest in and to all of the tangible
     personal  property owned or leased by Seller,  including all goods,  office
     and other furniture,  fixtures, equipment, computers and telecommunications
     equipment;

          (b)  Seller's  right,  title  and  interest  in and to the  contracts,
     equipment  leases,  commitments,   licenses  to  use  software,  and  other
     agreements  listed on Schedule 2.1(b) (all of which are sometimes  referred
     to herein collectively as the "Assumed Contracts");

          (c)  Seller's  right,  title and  interest  in and to all  former  and
     current client contact and mailing lists;

          (d) Copies of all current personnel files pertaining to any person now
     providing  or who has provided  services for Seller  during the twelve (12)
     month  period  prior to the Closing Date as an  independent  contractor  or
     employee,  together  with  any and all  information  customarily  contained
     therein,  including,  but not  limited to,  W-2's,  W-4's,  I-9's,  1099's,
     employment   agreements,   personnel   reviews,   commission  and/or  bonus
     arrangements and salary history;

          (e) Shareholder's and Seller's right, title and interest in and to all
     Intellectual Property, including the name "Berkeley Capital Management";

          (f) All prepaid expenses of Seller, except for any pre-paid insurance;

          (g) Cash, notes receivable and other accounts receivable due to Seller
     in the amount  sufficient  to cover any working  capital  needs for 60 days
     following the Closing  Date,  as reasonably  agreed by the parties prior to
     Closing.

          (h) Copies of all books, records and documents of Seller pertaining to
     the Assets and operations of Seller,  excluding any accounting  records and
     legal file not requested by Buyer,  provided  however that Buyer shall have
     access to such files after  Closing in the manner  provided  for in Section
     5.1(e) hereof;

          (i) All  licenses,  permits  and rights of  participation  relating to
     Seller;

          (j) All  warranties,  indemnities,  guarantees  and similar  rights in
     favor of Seller; and

          (k) All  claims  or  causes of  action  of  Seller,  whether  known or
     unknown,  except  for any claim or  causes  of  action  of  Seller  against
     Shareholder,  its  Affiliates,  and any officers,  directors,  employees or
     agents thereof.

     2.2 Assumption of Obligations and Liabilities.

          (a) Upon the terms and  subject  to the  conditions  set forth in this
     Agreement,  at  Closing,  Buyer  shall  execute  and  deliver to Seller the
     General Assignment,  Bill of Sale and Assumption as provided by Section 2.3
     below, pursuant to which Buyer shall assume, discharge
<PAGE>

     in full and  properly  satisfy  according  to their  terms,  the  following
     liabilities,   obligations   and   commitments   of  Seller  (the  "Assumed
     Liabilities"):

               (i)  All  obligations  under  the  Assumed  Contracts  which  are
          incurred  after the Closing Date,  and all  obligations of performance
          under the  Assumed  Contracts  due to be  performed  after the Closing
          Date, subject to the limitations set forth in Section 2.2(b) below;

               (ii) Liabilities of the Company listed on Schedule 2.2(a); and

               (iii) All payables,  liabilities and obligations of Seller as set
          forth on the face of the balance sheet of Seller,  other than payables
          to related parties (but excluding from payables to related parties any
          liabilities for shared  services  consistent with and for which Seller
          has been  allocated  charges in accordance  with recent past practices
          rendered before or on the Closing Date), prepared by Seller and agreed
          to by Buyer as of the Closing Date.

          (b) Other than the Assumed  Liabilities,  Buyer shall not assume or be
     bound by any  obligations  of  Seller  of any kind or  nature,  contingent,
     unknown or otherwise whenever arising,  including,  but not limited to, (i)
     any Tax  liability,  (ii) any  liability  or  obligation  of  Seller to pay
     salaries,  severance,  termination pay, accrued vacation pay, personal time
     and sick leave  payable,  holiday  pay,  if any,  bonuses,  profit  sharing
     contributions,  if any,  workman's  compensation  liabilities  or any other
     payments to any current or former employee of Seller, (iii) any liabilities
     arising under E, H & S Laws,  including but not limited to any  liabilities
     arising from pre-existing conditions on or relating to the Assets; (iv) any
     litigation or potential  litigation disclosed on Schedule 3.11 or otherwise
     in respect to claims arising prior to Closing;  or (v) the operation of the
     Business  prior to  Closing  (collectively,  the  "Excluded  Liabilities").
     Seller makes no and shall not make any claim  against  Buyer  regarding the
     Excluded Liabilities.  Seller shall, and Shareholder shall cause Seller to,
     use its best efforts to satisfy or have satisfied all Excluded  Liabilities
     which are then due and payable at or prior to Closing,  except any Excluded
     Liabilities being contested in good faith by Seller.

     2.3 Documents of Conveyance.  Title to the Assets and the assumption of the
Assumed Liabilities shall be conveyed pursuant to a General Assignment,  Bill of
Sale and  Assumption  Agreement  substantially  in the form  attached  hereto as
Exhibit A and by such other documents as are reasonably acceptable to Seller and
Buyer.

     2.4 Consideration.

          (a) In  addition to the  assumption  and  satisfaction  of the Assumed
     Liabilities,  the  consideration  to be paid by  Buyer  for the  Assets  at
     Closing  shall be Seven  Million,  Seven  Hundred  Fifty  Thousand  Dollars
     ($7,750,000),  as may be adjusted pursuant to Sections 2.4(b) below in cash
     by wire transfer in immediately available funds to an account designated in
     writing   delivered   to  Buyer   prior   to  such   date   (the   "Closing
     Consideration").

          (b) The Closing Consideration payable at the Closing, shall be subject
     to adjustment as set forth in the  following  table,  based on the Run-Rate
     Revenue Ratio:
<PAGE>
<TABLE>
<CAPTION>
<S>                                            <C>
Run-Rate Revenue Ratio                         Adjustment  to  Closing  Consideration  Payable  at
                                               Closing
Above 105% through 110%                        Increased  at the rate of 2% for  every 1% that the
                                               Run-Rate  Revenue  Ratio  exceeds  105%  up to  and
                                               including  110%.  Under no  circumstances  will the
                                               Closing Consideration be greater than $8,525,000.
90% up to, but not including 95%               Decreased  at the rate of 2% for  every 1% that the
                                               Run-Rate  Revenue  Ratio is less than 95% but equal
                                               to or greater than 90%. Under no circumstance  will
                                               the    Closing    Consideration    be   less   than
                                               $6,975,000.
95% through 105%                               No adjustment to the Closing Consideration.

</TABLE>
The Closing Run-Rate Revenues used to calculate the Run-Rate Revenue Ratio shall
not include  revenues  relating to Advisory  Agreements for which assignment has
not been  consented  to or deemed  consented to pursuant to Section  5.1(b).  At
least three Business Days prior to the Closing,  Seller shall deliver to Buyer a
calculation  of the estimated  Run-Rate  Revenue Ratio.  At the Closing,  Seller
shall  deliver to Buyer a certificate  signed by an executive  officer of Seller
reflecting the  calculation of the Run-Rate  Revenue Ratio,  including a list of
all Advisory  Agreements  for which  assignment  has been consented to or deemed
consented  to  pursuant  to  Section  5.1(b)  and the  amount  of  assets  under
management  pursuant  to each such  Advisory  Agreement.  Buyer and Seller  will
negotiate in good faith to resolve any  disagreements  concerning the components
and calculation of the Run-Rate Revenue Ratio. If, within ninety (90) days after
the Closing,  an error in the components or calculation of the Run-Rate  Revenue
Ratio is  discovered,  the  adjustment  pursuant to this Section 2.4(b) shall be
recalculated  based on the correct  components and Run-Rate Revenue Ratio and an
appropriate  adjusting payment shall be made by Buyer or Seller, as the case may
be.

          (c) In addition to the Closing  Consideration,  on December  31, 2003,
     Buyer shall pay to Seller $1,000,000 in cash (the "First Deferred Payment")
     by wire transfer in immediately available funds to an account designated in
     writing delivered to Buyer prior to such date, provided,  however, if LPASI
     (a) terminates the LPA Sub-Advisory Agreement, or (b) withdraws assets from
     accounts  managed  pursuant  to the LPA  Sub-Advisory  Agreement,  prior to
     December 31, 2003, the First Deferred Payment shall be reduced by an amount
     equal to the prorated (for the period from the date of such  termination or
     withdrawal through December 31, 2003) annualized revenues as of the date of
     such  termination or withdrawal,  calculated by multiplying  (x) the assets
     under management pursuant to the LPA Sub-Advisory  Agreement at the date of
     the  termination  or  withdrawal  by (y) the  applicable  fee  rate on such
     assets; and then multiplying the resulting amount by a fraction that is the
     greater  of (1) 90 divided by 365,  or (2) the number of days  between  the
     termination  or  withdrawal  date and  December  31,  2003  divided by 365;
     provided,  however, that under no circumstances shall the
<PAGE>

     amount payable on December 31, 2003 be less than zero.  This First Deferred
     Payment shall be supported by a standby letter of credit in favor of Seller
     (as  beneficiary)  (the "Standby  Letter of Credit"),  subject to draw only
     upon  receipt by the issuing  bank of a certified  statement by Seller that
     Buyer is in default of this Section  2.4(c).  The Standby  Letter of Credit
     shall  terminate  automatically  in the event that Seller is paid the First
     Deferred  Payment on December 31, 2003,  in  accordance  with the terms and
     conditions of this Section 2.4(c).  Seller and Shareholder agree to pay for
     all costs  associated  with the  Standby  Letter of Credit  (except for the
     issue amount of such Standby Letter of Credit),  including reasonable costs
     of counsel to Buyer.

          (d) In addition to the Closing  Consideration  and the First  Deferred
     Payment,  Buyer shall pay to Seller the amount of revenue received by Buyer
     resulting from the Small Cap Growth Product for the calendar year 2003 (the
     "Second Deferred Payment"),  provided, however, in the event that LPASI (a)
     terminates the LPA  Sub-Advisory  Agreement,  or (b) withdraws  assets from
     accounts managed pursuant to the LPA Sub-Advisory  Agreement after December
     31,  2003,  but prior to December  31, 2004,  the next  installment  of the
     Second  Deferred  Payment due in 2004 shall be offset by an amount equal to
     the prorated  (for the period from the date of  termination  or  withdrawal
     through  December  31,  2004)  annualized   revenues  as  of  the  date  of
     termination or withdrawal,  calculated by multiplying  (x) the assets under
     management of the LPA Sub-Advisory  Agreement at the date of termination or
     withdrawal  by (y)  the  applicable  fee  rate  on such  assets;  and  then
     multiplying  the resulting  amount by a fraction that is the greater of (1)
     90 divided by 365,  or (2) the number of days  between the  termination  or
     withdrawal date and December 31, 2004, divided by 365;  provided,  however,
     that under no  circumstances  shall the amount payable on December 31, 2004
     be less than zero. The Second  Deferred  Payment shall be paid to Seller by
     Buyer in four (4) equal installments,  without interest, on the last day of
     March, June, September and December 2004.

          (e) Buyer shall  calculate the amount,  if any, of the First  Deferred
     Payment and the Second Deferred Payment as soon as commercially practicable
     after December 31, 2003, consistent with its production of the audit of the
     books and records of Buyer.

          (f) Notwithstanding  anything to the contrary, the total amount of the
     First Deferred  Payment and the Second  Deferred  Payment shall in no event
     exceed Two Million, Two Hundred Fifty Thousand Dollars ($2,250,000).

          (g)  In  the  event   Buyer  and   Seller  are  unable  to  resolve  a
     disagreement,  after using their best efforts to do so, with respect to the
     amount of the  Closing  Consideration,  the First  Deferred  Payment or the
     Second Deferred Payment, and such disagreement involves amounts that in the
     aggregate exceed $50,000, such amount shall be determined by an independent
     firm of certified public accountants (the "Accountants") mutually agreeable
     to Buyer and  Seller.  In the  event  that the  parties  fail to agree on a
     mutually  acceptable  Accountant,  they shall each choose an Accountant and
     those two Accountants  shall designate a third  Accountant who shall render
     the  determination.  If issues in dispute are submitted to the  Accountants
     for  resolution,  (i) each  party  shall  furnish to the  Accountants  such
     documents  and   information   relating  to  the  disputed  issues  as  the
     Accountants  may request  and are  available  to that  party,  and shall be
     afforded  the  opportunity  to  present  to the  Accountants  any  material
     relating to the  determination  and to discuss the  determination  with the
     Accountants;  (ii) the determination by the Accountants will be binding and
     conclusive  on  the  parties;  and  (iii)  the  fees  and  expenses  of the
     Accountants for such determination  shall be paid by the parties based upon

<PAGE>
     the degree to which the Accountants accept the respective  positions of the
     parties.  For example, if it is Buyer's position that the amount to be paid
     is  $300,  Seller's  position  that the  amount  to be paid is $100 and the
     Accountants' finding that the adjustment owed is $150, then Buyer shall pay
     75%  (300-150 / 300-100) of the  Accountants'  fees and expenses and Seller
     shall pay 25% (150-100 / 300-100) of the Accountants' fees and expenses.

     2.5 Allocation of Closing Consideration. The parties agree that the Closing
Consideration  shall be  allocated  among  the  Assets  in  accordance  with the
allocation  scheduled attached hereto as Exhibit 2.5 pursuant to Section 1060 of
the Code.  Seller and Buyer agree to report the federal,  state and local income
and other tax  consequences  of the  transactions  contemplated  hereby,  and in
particular to report the information required by Section 1060(b) of the Code, in
a manner  consistent with such allocation,  and to file all other applicable tax
returns and forms to reflect  such  allocation.  Buyer and Seller shall file IRS
Form 8594 in a manner consistent therewith.

     2.6  Post-Closing  Revenues.  From and after the Closing  Date,  Seller and
Shareholder   shall  promptly  forward  to  Buyer  all  collections   Seller  or
Shareholder  may  receive of any  revenues  derived  from the  operation  of the
Business  after the  Closing  Date,  or to the extent  included  in the  working
capital purchased by Buyer pursuant to Sec. 2.1(g).

     2.7  Closing.  The  closing of the  transactions  contemplated  hereby (the
"Closing")  shall occur at 10:00 a.m. on the business day immediately  following
the satisfaction or waiver by the appropriate party of all conditions to Closing
set forth herein,  (the "Closing Date"), at the offices of Davis Graham & Stubbs
LLP, 1550 17th Street,  Denver,  Colorado  80202 or on such other date and/or at
such other place as Buyer and Seller shall agree.

                                  ARTICLE III
                    REPRESENTATIONS AND WARRANTIES OF SELLER
                                AND SHAREHOLDERS

     Seller and  Shareholder,  jointly and  severally,  represent and warrant to
Buyer that the  following  statements  contained in this Article III are correct
and  complete as of the date  hereof and will be correct and  complete as of the
Closing  Date,  except as set forth in the Schedule of  Exceptions  accompanying
this Agreement and subject to the terms of this paragraph.

     3.1 Due  Organization.  Seller is a  corporation  duly  organized,  validly
existing, and in good standing under the laws of the State of California and has
all  requisite  corporate  power and  authority  to own,  lease and  operate its
properties and assets and carry on its business as presently  conducted,  and to
execute,  deliver,  and perform the Transaction  Documents and the  transactions
contemplated  hereby and thereby.  Seller is qualified as a foreign  corporation
for the  transaction  of business and is in good standing under the laws of each
jurisdiction  in which it owns or leases  properties or conducts any business so
as to require such qualification.

     3.2 Due  Authorization.  The execution,  delivery and performance by Seller
and  Shareholder of this Agreement and the other documents  contemplated  herein
(collectively,  the "Transaction  Documents") and the transactions  contemplated
hereby  and  thereby  have been duly and  validly  authorized  by all  necessary
corporate  action,  including  approval  of  Seller's  Board  of  Directors  and
Shareholder.  The Transaction Documents,  when executed, will have been duly
<PAGE>

and validly executed and delivered by Seller and Shareholder, as applicable, and
will  constitute the valid and binding  obligations  of Seller and  Shareholder,
respectively, enforceable against them in accordance with their respective terms
except to the extent  that  their  enforceability  may be limited by  applicable
bankruptcy,  insolvency,  reorganization,  fraudulent conveyance or similar laws
affecting  the  rights  of  creditors  generally  and  by  legal  and  equitable
limitations on the enforceability of specific remedies. The execution, delivery,
and performance of the Transaction  Documents (as well as all other instruments,
agreements,  certificates, or other documents contemplated hereby or thereby) by
Seller and/or  Shareholder,  do not and will not,  when executed (a)  materially
violate  any law,  statute,  rule,  guideline,  or  regulation  or any decree or
judgment of any court or Regulatory  Entity  applicable to Seller,  Shareholder,
the Assets or the Assumed  Liabilities,  (b) violate or conflict with, or permit
the  cancellation  of, or  constitute a default  under,  any  agreement to which
Seller or Shareholder is a party, or by which Seller, Shareholder, the Assets or
the Assumed  Liabilities are bound,  (c) permit the acceleration of any right or
obligation  affecting  Seller,  the Assets or the  Assumed  Liabilities,  or (d)
violate  or  conflict  with  any  provision  of the  Articles,  Bylaws  or other
governing document of Seller. To Seller's and Shareholder's knowledge, after due
inquiry, no notice to, filing with, or authorization, consent or approval of any
Regulatory Entity or other person or entity is required of Seller or Shareholder
in  connection  with the  execution,  delivery,  and  performance  by  Seller or
Shareholder of the Transaction  Documents or the other documents and instruments
to be delivered by Seller or Shareholder pursuant hereto.

     3.3 Subsidiaries. Seller has no subsidiaries.

     3.4  Capitalization;  Ownership.  Shareholder  is the sole  shareholder  of
Seller. Seller's shares held by Shareholder have been duly authorized and issued
and there are no rights,  commitments,  agreements or understandings  obligating
Seller or  Shareholder  to issue,  transfer,  sell or redeem any  securities  or
equity interests in Seller.

     3.5 Liens, Property, and Obligations.

          (a)  Seller  has good and  marketable  title to (or  valid  leasehold,
     license or contractual  interests in) all personal property  comprising the
     Assets  and the Assets  are free and clear of all  Liens.  The  Transaction
     Documents  will be  sufficient to convey good and  marketable  title to the
     Assets  free and  clear of all  Liens to  Buyer.  Buyer is  purchasing  the
     tangible assets included in the Assets in "as is" "where is" condition.

          (b) Seller does not own or hold any  interest in any real  property of
     any nature, and, except as set forth on Schedule 3.5(b), Seller has paid or
     will  pay when  due all  obligations  related  to the  period  prior to the
     Closing Date related to the leasehold  interests listed on Schedule 3.5(b),
     including all rent,  taxes,  utility  fees,  and licenses  fees,  provided,
     however  that such amounts  which are  included in the Assumed  Liabilities
     shall be paid by Buyer. Each such leasehold  interest is a legal, valid and
     binding  obligation of the parties  thereto  except as  enforcement  may be
     limited by applicable bankruptcy,  insolvency,  reorganization,  fraudulent
     conveyance or similar laws affecting the rights of creditors generally, and
     is in full  force and effect and Seller  enjoys  peaceful  and  undisturbed
     possession thereunder.

          (c) All  accounts  receivable  of Seller  included  in the Assets are,
     subject to the reserve  for  doubtful  accounts on the books of Seller,  if
     any,  (i) valid,  bona fide claims  against
<PAGE>

     debtors for sales,  rebates or other  charges,  and (ii) not subject to any
     defenses,  set-offs  or  counterclaims.  Seller  has  fully  performed  all
     obligations with respect to such accounts  receivable that it was obligated
     to perform to the date hereof and all accounts  receivable are  collectible
     in the ordinary course of business.

     3.6 Compliance with Licenses, Permits, Laws and Other Instruments.

          (a) Seller has and holds all  licenses,  certificates,  certifications
     and permits of any  Regulatory  Entity which are necessary for or relate to
     the conduct of the Business  ("Authorizations").  Seller has complied  with
     the terms and  conditions of all such  Authorizations,  and no violation of
     any such  Authorization  or the laws or rules  governing  the  issuance  or
     continued validity thereof has occurred or is occurring.

          (b) Seller and each of its officers and  employees  has complied  with
     all  applicable  laws,  statutes,  rules and  regulations  and has not been
     issued any citations,  notices or orders of  non-compliance  under any law,
     statute,  rule,  regulation,  ordinance,  order, judgment, or decree and to
     Seller's  and  Shareholder's  knowledge,  there  exists  no  basis  for the
     issuance of such a citation, notice or order irrespective of whether such a
     citation,  notice or order was actually issued. No consent,  qualification,
     order, approval, or authorization of, or filing with, any Regulatory Entity
     is  required  in  connection  with  Seller's  or  Shareholder's  execution,
     delivery and performance of the Transaction  Documents or the  consummation
     of any transaction contemplated hereby.

     3.7 Contracts and Agreements.

          (a) Schedule 3.7(a) identifies each Assumed Contract that requires the
     consent of a third  party in order to assign such  contract to Buyer.  Each
     Assumed  Contract  is in full force and  effect  and is a legal,  valid and
     binding agreement of Seller and of each other party thereto, enforceable in
     accordance with its terms except to the extent that its  enforceability may
     be limited by applicable bankruptcy, insolvency, reorganization, fraudulent
     conveyance or similar laws affecting the rights of creditors  generally and
     by  legal  and  equitable  limitation  or the  enforceability  of  specific
     remedies.  Seller  is not in  default  under  (nor  does  there  exist  any
     condition  which upon the  passage  of time or the  giving of notice  would
     cause such a violation  of or default  under) any Assumed  Contract  and to
     Shareholder's knowledge no other party thereto is in default thereon.

     3.8 Taxes.

          (a) Seller and its Affiliates  have filed all Tax Returns  required to
     be filed  prior to the Closing  Date.  All such Tax Returns are correct and
     complete in all material  respects.  Seller and its Affiliates have paid or
     will pay in full  when due all  taxes  due and owing by Seller on or before
     the Closing Date,  except such Taxes as Seller or its  Affiliates  shall in
     good  faith  contest or  defend.  None of Seller nor any of its  Affiliates
     currently is the  beneficiary of any extension of time within which to file
     any Tax  Return.  None of Seller  nor any of its  Affiliates  has  received
     written  notice from an authority in a  jurisdiction  where Tax Returns are
     not filed that it is or may be subject to  taxation  by that  jurisdiction.
     There are no Liens on any of the Assets that arose in  connection  with any
     failure (or alleged failure) to pay any Tax.
<PAGE>

          (b)  Seller  has  withheld  and paid all Taxes  required  to have been
     withheld and paid in connection  with amounts paid or owed by Seller to any
     employee,  independent contractor,  creditor,  shareholder,  or other third
     party for the performance of services.

          (c) None of Seller nor any of its Affiliates knows, nor do they have a
     reasonable belief,  that any authority will assess any additional Taxes for
     any period for which Tax Returns  have been  filed.  There is no dispute or
     claim  concerning  any Tax Liability of Seller either (i) claimed or raised
     by any authority in a writing received by Seller or its Affiliates, or (ii)
     as to which Seller or its  Affiliates,  has knowledge.  No Tax Returns have
     been audited since the Tax Return for the year ended December 31, 1993.

          (d) None of Seller nor any of its Affiliates has waived any statute of
     limitations  in  respect of Taxes of Seller or agreed to any  extension  of
     time with respect to a Tax assessment or deficiency of Seller.

          (e) No  consent  under  Code  Section  341(f)  concerning  collapsible
     corporations has been filed for Seller.

          (f)  Seller  has  not  been a  United  States  real  property  holding
     corporation  within  the  meaning  of Code  Section  897(c)(2)  during  the
     applicable period specified in Code Section 897(c)(1)(A)(ii).

          (g)  Seller and its  Affiliates  have  disclosed  on Tax  Returns  all
     positions   taken   therein   that  could   give  rise  to  a   substantial
     understatement  of federal  income Tax within the  meaning of Code  Section
     6662.

          (h) Seller is not a party to any Tax  allocation or sharing  agreement
     pursuant to which the Seller's liabilities could be satisfied by a claim of
     any type against the Assets.

          (i) No items of income  attributable to  transactions  occurring on or
     before  the close of the last  preceding  taxable  year of  Seller  will be
     required to be included in taxable income by Seller in a subsequent taxable
     year by reason of Seller reporting  income on the installment  sales method
     of accounting, the cash method of accounting, the completed contract method
     of accounting or the  percentage of  completion-capitalized  cost method of
     accounting.

          (j) None of the Assets is "tax exempt use property" within the meaning
     of Section 168(h) of the Code.

     3.9 Financial  Statements.  True,  correct and complete  copies of Seller's
internally  prepared  financial  statements  respecting  the  periods  ended  on
December  31, 1999,  December  31,  2000,  and December 31, 2001 and its audited
financial statements respecting the period ended on December 31, 2002, have been
delivered to Buyer  (collectively,  the "Financial  Statements").  Except as set
forth in the Financial Statements,  as of the date of such Financial Statements,
Seller has no liabilities or obligations of any nature required by United States
generally  accepted  accounting  principals  ("GAAP")  to be set  forth  in such
Financial Statements. The Financial Statements are consistent with the books and
records of Seller,  have been  prepared  in  accordance  with GAAP  applied on a
consistent basis, and present fairly the financial  condition and the results of
operations  of Seller as of the dates and for the  periods  indicated,  provided
however that the unaudited  statements  do not include  footnotes or other audit
disclosures.  Such Financial
<PAGE>

Statements have accurate  accruals of all employee benefit costs including,  but
not limited to,  payroll,  commissions,  bonuses,  profit  sharing  benefits and
vacation accruals.

     3.10 Absence of Certain Changes.  Since December 31, 2002,  Seller has not,
except as  disclosed on Schedule  3.10 hereto (a)  discharged  or satisfied  any
Liens or paid any obligation or liability,  absolute or  contingent,  other than
current  liabilities  incurred and paid in the ordinary course of business;  (b)
purchased, redeemed, acquired, or retired any stock or indebtedness; (c) made or
agreed to make any loans or advances or  guaranteed  or agreed to guarantee  any
loans or advances to any party whatsoever; (d) permitted any Lien to arise or be
granted or created against or upon any of its assets, real or personal, tangible
or intangible or known or unknown; (e) cancelled,  waived, or released or agreed
to cancel,  waive, or release any of its debts,  rights, or claims against third
parties; (f) sold, assigned,  pledged,  mortgaged,  or otherwise  transferred or
obligated to transfer, suffered any damage, destruction, or loss (whether or not
covered by insurance)  to, any Assets;  (g) amended its Articles or Bylaws;  (h)
paid or made a commitment  to pay any  severance or  termination  payment to any
employee or  consultant;  (i) made any change in its method of  accounting;  (j)
made any capital  expenditures (or series of related capital  expenditures),  or
entered into commitments to make capital  expenditures,  that exceed $100,000 in
the aggregate;  (k) made any capital  investment  in, or any  acquisition of the
securities  or assets  of,  any other  person or  entity,  or made a  commitment
therefor other than cash equivalents; (l) made any payment or contracted for the
payment of any bonus,  or other  compensation,  other than (A) wages,  salaries,
commissions and bonuses paid in the ordinary  course of business,  and (B) wage,
commission and salary  adjustments  made in the ordinary  course of business for
employees  who are not  officers,  directors,  or  shareholders  of Seller;  (m)
amended or entered into any written  employment  contract or created or made any
change in any bonus, stock option, pension, retirement,  profit sharing or other
employee benefit plan or arrangements;  (n) amended or experienced a termination
of any  contract,  agreement,  lease,  franchise or license to which Seller is a
party; (o) entered into any other transactions  except in the ordinary course of
business; or (p) agreed to do any of the foregoing.

     3.11 Litigation.

          (a) Except as set forth in  Schedule  3.11,  there is no claim,  suit,
     action or legal,  administrative,  arbitration or other proceeding,  nor to
     the best of Seller's or  Shareholder's  knowledge is there an investigation
     by a Regulatory Entity or review pending or threatened, to which Seller is,
     or could be, a party or by which they are or could be affected  (and Seller
     and Shareholder  have no knowledge of any basis for any such action,  suit,
     or proceeding that may be brought).

          (b)  Except as set forth on  Schedule  3.11,  there does not exist any
     judgment,  decree, injunction, or rule or order of any Regulatory Entity or
     arbitrator, outstanding against Seller.

     3.12 Intellectual Property.

          (a) Shareholder  owns the right to use and transfer the name "Berkeley
     Capital Management." To the Seller's and Shareholder's knowledge, after due
     inquiry,  Seller  owns or has the right to use  pursuant  to a  license,  a
     sublicense,  an agreement or permission all  Intellectual  Property used in
     the  operation  of the  Business  as  currently  conducted.  Each  item  of
     Intellectual
<PAGE>

     Property owned or used by Seller immediately prior to the Closing Date will
     be  owned  or  available  for  use by  Buyer  on the  identical  terms  and
     conditions  as available to Seller  immediately  subsequent  to the Closing
     Date. Seller has taken all commercially  reasonable and appropriate  action
     to maintain and protect the name "Berkeley Capital Management".

          (b) To the Seller's and  Shareholder's  knowledge,  after due inquiry,
     Seller  has  not  interfered  with,  infringed  upon,  misappropriated,  or
     otherwise come into conflict with any Intellectual Property rights of third
     parties;   neither  Seller  nor  Shareholder   have  received  any  charge,
     complaint,  claim,  demand,  or  notice  alleging  any  such  interference,
     infringement,  misappropriation,  or  violation  (including  any claim that
     Seller must license or refrain from using any Intellectual  Property rights
     of any third  party);  and no third party has  interfered  with,  infringed
     upon,   misappropriated,   or  otherwise   come  into   conflict  with  any
     Intellectual Property rights of Seller.

          (c) Schedule 3.12 identifies each  registration  which has been issued
     to Seller or Shareholder  with respect to any of its trademarks and service
     marks, if any,  identifies each pending  application for registration which
     Seller has made with respect to any of its trademarks and service marks, if
     any, and identifies  each license,  agreement,  or other  permission  which
     Seller  has  granted  to  any  third  party  with  respect  to  any  of its
     Intellectual Property (together with any exceptions).  Seller has delivered
     to  Buyer   correct  and  complete   copies  of  all  such   registrations,
     applications,  licenses,  agreements, and permissions (as amended to date).
     Schedule 3.12 also  identifies  each trade name or  unregistered  trademark
     owned and used by Seller.

          (d)  Schedule  3.12  identifies  each  material  item of  Intellectual
     Property  that any  third  party  owns and that  Seller  uses  pursuant  to
     license,  sublicense,  agreement,  or  permission.  Seller has delivered to
     Buyer  correct  and  complete  copies  of all such  licenses,  sublicenses,
     agreements,  and  permissions  (as  amended  to date).  Each such  license,
     sublicense, agreement, or permission covering the item is purchased "as is"
     and "where is". No employee, agent, consultant or independent contractor of
     Seller  who  has  contributed  to or  participated  in the  conception  and
     development  of  Intellectual  Property  or  other  proprietary  rights  or
     confidential  information  of Seller has asserted or  threatened  any claim
     against Seller or Shareholder in connection with such person's  involvement
     in the conception  and  development of such rights or information of Seller
     and, to the knowledge of Seller and Shareholder, no person has a reasonable
     basis for any such claim.

     3.13 Business Relations.  Neither Seller nor Shareholder has knowledge that
any  material   supplier  or  client  of  Seller  will  terminate  its  business
relationship  with  the  Business  as  a  result  of  the  consummation  of  the
transactions contemplated by this Agreement.

     3.14 Employee Benefits.

          (a)  Respecting  each Employee Plan as maintained or contributed to by
     Seller:

               (i) Seller is in  compliance  in all material  respects  with the
          applicable  provisions of ERISA and the Code, and has not incurred any
          liability to the Pension Benefit Guaranty  Corporation (the "PBGC") or
          under  an  Employee  Plan in  connection  with the  termination  of an
          Employee Plan pursuant to Title IV of ERISA;
<PAGE>

               (ii) Seller does not  maintain,  administer  or contribute to any
          "multiemployer plan" as defined in Section 3(37) of ERISA.

               (iii)  Respecting any Employee Plan, as of the Closing Date there
          will have been no  prohibited  transactions  (as  defined  in  Section
          4975(c) of the Code and Section 406 of ERISA) that could result in the
          imposition of a liability  against  Buyer,  or  reportable  events (as
          defined in Section 4043(b) of ERISA and regulations  thereunder) which
          have not been previously reported; and

               (iv) Seller does not  maintain,  administer  or contribute to any
          profit sharing plan.

          (b) As of the Closing Date, Seller will have no liability with respect
     to any  pension  plan  that is  maintained  or  contributed  to by an ERISA
     Affiliate.

     3.15 Environmental,  Health and Safety Matters. There are no pending or, to
the knowledge of Seller or Shareholder,  threatened  claims,  consents,  orders,
consent decrees, settlement agreements, court or administrative orders, notices,
complaints,  requests for information,  or inquiries with respect to any alleged
violation of, or potential liability under, any applicable statute,  regulation,
rule or  common  law  regarding  (i) the use,  treatment,  transport,  handling,
storage or release of hazardous materials, (ii) pollution or (iii) protection of
human health,  employee  safety,  the environment or wildlife ("E, H & S Laws"),
and Seller has complied, is in compliance with and is not in violation of any E,
H & S Laws.

     3.16 Insurance.  Schedule 3.16 identifies each insurance policy  maintained
by or for the benefit of Seller or its  employees.  There are no pending  claims
related to any  insurance  maintained  by Seller  and no  insurers  have  denied
coverage or otherwise reserved rights. Seller has not been refused any insurance
nor has its  coverage  been  limited  by any  insurance  carrier to which it has
applied  for any  insurance.  There are no risks with  respect to the Assets for
which Seller is or has designated as being self-insured.  Seller has no property
or casualty  claim  related to the Assets which are  currently  pending or which
have been made with an insurance  carrier,  and all losses incurred with respect
to self-insured risks, since January 1, 2000.

     3.17 Assets Under Management.

          (a) The aggregate assets under management of Seller as of February 28,
     2003 are  accurately set forth in Schedule 3.17. Set forth in Schedule 3.17
     is a list as of February 28, 2003 of all Advisory Agreements, setting forth
     with respect to each such Advisory Agreement:

               (i)  the  name  of  the  Advisory   Client  under  such  Advisory
          Agreement, indicating any such Advisory Client that is an Affiliate of
          Seller;

               (ii) the fee  schedule  in effect with  respect to such  Advisory
          Agreement (including  identification of any applicable  sub-components
          of such fees,  e.g.,  investment  management  fees, fees for any other
          services, etc., as applicable); and

               (iii) The  amount of assets  under  management  pursuant  to such
          Advisory Agreement.
<PAGE>

     Except as set forth in Schedule 3.17,  there are no contracts,  agreements,
arrangements or understandings pursuant to which Seller has undertaken or agreed
to cap, waive, offset,  reimburse or otherwise reduce any or all fees or charges
payable by or with respect to any of the Advisory  Clients set forth in Schedule
3.17 or pursuant to any of the contracts set forth in Schedule  3.17.  Except as
set forth in Schedule  3.17, to the knowledge of Seller,  as of the date hereof,
no Advisory  Client of Seller has  expressed to Seller an intention to terminate
or materially  reduce its  investment  relationship,  or adjust the fee schedule
with respect to any  Advisory  Agreement in a manner which would reduce the fees
payable to Seller.

          (b)  Except as set forth in  Schedule  3.17,  Seller  has no  Advisory
     Agreement or other  arrangement  with respect to which  amounts  payable to
     Seller are based on performance or otherwise  provide for  compensation  on
     the basis of a share of capital gains upon or capital  appreciation  of any
     Advisory Client.

          (c)  Each  Advisory  Client  to  which  Seller   provides   Investment
     Management  Services  that is (i) an employee  benefit  plan, as defined in
     Section 3(3) of ERISA,  that is subject to Title I of ERISA,  (ii) a person
     acting on behalf of such a plan or (iii) an entity whose assets include the
     assets  of  such a  plan,  within  the  meaning  of  ERISA  and  applicable
     regulations  (an "ERISA  Client") has been managed by the Company such that
     the Company in the exercise of  management is in compliance in all material
     respects  with the  applicable  requirements  of ERISA.  The Company is not
     disqualified  from acting as a professional  asset manager (as such term is
     used in Prohibited Transaction Class Exemption 84-114) under any applicable
     law or regulation.

          (d) Seller does not provide Investment  Management Services to (i) any
     issuer or other Person that is an investment company (within the meaning of
     the Investment  Company Act), (ii) any issuer or other Person that would be
     an investment  company  (within the meaning of the Investment  Company Act)
     but for the exemptions  contained in Section 3(c)(1),  Section 3(c)(7), the
     final clause of Section 3(c)(3) (common trust funds) or the third or fourth
     clauses of Section  3(c)(11)  (single or  collective  trusts for  qualified
     plans) of the  Investment  Company Act, or (iii) any issuer or other Person
     that is or is required to be registered  under the laws of the  appropriate
     securities  regulatory authority in the jurisdiction in which the issuer is
     domiciled (other than the United States or the states thereof), which is or
     holds  itself  out as  engaged  primarily  in the  business  of  investing,
     reinvesting or trading in securities.

          (e) To the knowledge of Seller, no controversy or disagreement  exists
     between  Seller  and any  Advisory  Client of Seller  that has had or would
     reasonably be expected to have a material adverse effect on Buyer.

          (f) No exemptive orders,  "no-action" letters or similar exemptions or
     regulatory  relief  have  been  obtained,  nor  are  any  requests  pending
     therefor,  by  or  with  respect  to  Seller  or  any  officer,   director,
     shareholder  or  employee of Seller,  in  connection  with the  business of
     Seller,  or by or  with  respect  to  any  Advisory  Client  of  Seller  in
     connection  with the  provision of Investment  Management  Services to such
     Advisory Client.

     3.18 Registration as Investment Adviser.

          (a)  Seller is duly  registered  as an  investment  adviser  under the
     Advisers Act and the rules and  regulations  thereunder  and has  completed
     notice filings for each state requiring
<PAGE>

     such notice filings. Seller has filed a Form ADV with the SEC in accordance
     with the Advisers Act, which form at the time of filing was, and as amended
     and  supplemented  as of the date  hereof  is,  in effect  pursuant  to the
     requirements  of the Advisers Act.  Seller has heretofore made available to
     Buyer copies of each such Form ADV as amended or  supplemented  through the
     date hereof.

          (b) Seller and to the  knowledge  of  Seller,  each of its  investment
     adviser  representatives  (as such term is defined in Rule 203A-3(a)  under
     the Advisers Act),  have, and after giving effect to the Closing will have,
     all  material  Authorizations  required  in order from them to conduct  the
     Business  in the  manner  presently  conducted.  None of  Seller  or to the
     knowledge of Seller, any of such representatives is subject to any material
     limitation  imposed in connection  with one or more of the  Authorizations.
     Seller  has not been a  "broker"  or  "dealer"  within  the  meaning of the
     Securities  Exchange  Act of 1934,  as  amended  (the  "Exchange  Act"),  a
     "commodity pool operator" or "commodity trading adviser" within the meaning
     of the Commodity Exchange Act, as amended,  or a trust company, at any time
     since its inception.  Except as set forth on Schedule 3.18,  none of Seller
     or any of its directors,  officers or employees,  is registered or required
     to be  registered as a broker or dealer,  a commodity  trading  adviser,  a
     commodity  pool operator,  a futures  commission  merchant,  an introducing
     broker,  a registered  representative  or associated  person,  a counseling
     officer,  an instance agent, a sales person or in any similar capacity with
     the  Securities  and Exchange  Commission,  the Commodity  Futures  Trading
     Commission,  the National Futures Association,  the National Association of
     Securities Dealers,  Inc. or the securities  commission of any state or any
     self-regulatory  body. No person, other than full-time employees of Seller,
     renders Investment  Management Services to or on behalf of Advisory Clients
     or solicits  Advisory  Clients with respect to the  provision of Investment
     Management Services by Seller.

          (c) None of Seller or any person  "associated"  (as defined under both
     the  Investment  Company  Act and the  Adviser  Act) with  Seller  has been
     convicted  of any crime or is or has engaged in any conduct that would be a
     basis for (i)  denial,  suspension  or  revocation  of  registration  of an
     investment  adviser  under  Section  203(e) of the  Advisers  Act,  or (ii)
     ineligibility  to serve as an investment  adviser (or in any other capacity
     contemplated  by the  Investment  Company Act) to a  registered  investment
     company pursuant to Section 9(a) or 9(b) of the Investment Company Act and,
     to the knowledge of Seller, there is no proceeding or investigation for any
     such ineligibility, disqualification, denial, suspension or revocation.

          (d) Seller has adopted a written policy regarding  insider trading and
     a Code of Ethics.  During the past three (3)  years,  to the  knowledge  of
     Seller,  there have been no material  violations or allegations of material
     violations of such Codes of Ethics or insider trading policies of Seller or
     prohibitions under the Advisers Act.

     3.19 Filing of  Reports;  Maintenance  of Records.  Seller (a) has made all
filings,  including  reports and other documents,  required by the Advisers Act,
(b) has made  all  disclosures  and  delivered  all  documents  required  by the
Advisers Act to be delivered to its Advisory  Clients and (c) has maintained all
certified  books and other  records  required by the  Advisers  Act.  Seller has
heretofore  made  available  to Buyer  copies  of all such  filings,  disclosure
documents and books and records.
<PAGE>

     3.20 Fee Arrangements,  Expenses and Custody of Funds.  Seller has complied
in all material respects with the fee arrangement  restrictions set forth in the
Advisers Act. Seller does not maintain  custody or  constructive  custody of any
funds or  securities  of any  Advisory  Client.

     3.21  Brokers.  Seller  has not  engaged,  or  caused to be  incurred,  any
liability  for any  brokerage or finders'  fees or agents'  commissions  or like
payments to, any finder,  broker,  or sales agent in connection with the origin,
negotiation,  execution,  delivery,  or  performance  of this  Agreement  or the
transactions contemplated hereby for which Buyer may be or become liable.

     3.22 Information Furnished. No representation or warranty made by Seller or
Shareholder in this Agreement, and no exhibit, certificate,  schedule, document,
list or instrument  prepared,  made, or delivered,  or to be prepared,  made, or
delivered,  by or on behalf of Seller or Shareholder pursuant hereto contains or
will contain,  as of the Closing Date, any untrue  statement of a material fact,
or omits any material fact.

                                   ARTICLE IV
                     BUYER'S REPRESENTATIONS AND WARRANTIES

     Buyer and, for the purposes of this Article IV only,  Putnam  Lovell Equity
Partners L.P., a Delaware limited partnership, jointly and severally, represents
and warrants to Seller that the following  statements  contained in this Article
IV, are correct and  complete as of the date hereof and as of the Closing  Date,
except as set forth in the disclosure schedules accompanying this Agreement.

     4.1 Due  Organization.  Buyer is a limited  liability  company duly formed,
validly  existing,  and in good standing under the laws of the State of Delaware
and has all requisite  power and  authority to execute,  deliver and perform the
Transaction Documents and the transactions contemplated hereby and thereby.

     4.2 Due  Authorization.  The  execution,  delivery and  performance of this
Agreement and the Transaction Documents and the transactions contemplated hereby
and thereby have been duly and validly  authorized  by all  necessary  action of
Buyer. The Transaction  Documents,  when executed and delivered,  will have been
duly and validly  executed and delivered by Buyer and will  constitute the valid
and binding  obligations of Buyer,  enforceable against Buyer in accordance with
their  respective  terms except to the extent that their  enforceability  may be
limited  by  applicable  bankruptcy,  insolvency,   reorganization,   fraudulent
conveyance or similar laws  affecting  the rights of creditors  generally and by
legal and equitable limitations or the enforceability of specific remedies.  The
execution,  delivery,  and performance of the Transaction  Documents (as well as
other instruments,  agreements,  certificates,  or other documents  contemplated
hereby or thereby) by Buyer, do not and will not, when executed, (a) violate any
law, statute,  rule,  guideline,  or regulation or any decree or judgment of any
court or Regulatory  Entity  applicable to Buyer or (b) violate or conflict with
any  provision  of the Articles of  Organization  or Limited  Liability  Company
Agreement of Buyer.  No notice to,  filing with,  or  authorization,  consent or
approval of any public body or authority  material to the  consummation  of this
transaction  is required of Buyer or its equity  holders in connection  with the
execution,  delivery,  and performance by Buyer of the Transaction  Documents or
the other documents and instruments to be delivered by Buyer pursuant hereto.
<PAGE>

     4.3 No Violation. Neither the execution,  delivery, nor performance of this
Agreement  by  Buyer  will (i)  violate  any  provision  of the  certificate  of
formation of Buyer, (ii) violate or be in conflict with, or constitute a default
(or an event  which,  with notice or lapse of time or both,  would  constitute a
default)  under,  or entitle any party to terminate any or all of the provisions
of,  or cause  the  acceleration  of or  entitle  any  party to  accelerate  the
performance  required by, or cause the  acceleration  of or entitle any party to
accelerate  the maturity of any debt or  obligation  pursuant to, any  contract,
agreement, arrangement,  commitment or restriction of any kind to which Buyer is
a party or by which Buyer is bound;  (iii) violate or conflict with any statute,
law, judgment,  decree,  order,  regulation or rule of any court or governmental
authority  applicable  to Buyer,  or (iv)  require  any  waiver  by,  consent or
approval of, or any filing or  registration  with,  any  creditor of Buyer,  any
court or governmental agency, or any other third party.

     4.4  Litigation.  There  is no  (i)  action,  suit,  claim,  proceeding  or
investigation pending or, to Buyer's knowledge,  threatened against or affecting
Buyer,  at law or in equity,  or before or by any federal,  state,  municipal or
other   governmental   department,   commission,   board,   bureau,   agency  or
instrumentality,  domestic or foreign,  (ii) arbitration  proceeding relating to
Buyer, or (iii) to Buyer's knowledge, governmental inquiry pending or threatened
against it or affecting it, which, if adversely  determined,  would question the
validity of, or prevent the consummation  of, the  transactions  contemplated by
this Agreement.

     4.5  Brokerage.  There are no claims for brokerage  commissions or finder's
fees or similar compensation in connection with the transactions contemplated by
this  Agreement  based on any  arrangement  or agreement made by or on behalf of
Buyer.

                                    ARTICLE V
                                    COVENANTS

     5.1 Pre-Closing  Covenants.  Buyer, Seller and Shareholder agree as follows
with  respect to the period  between the  execution  of this  Agreement  and the
Closing.

          (a)  General.  Each of the parties will use their best efforts to take
     all action and to do all things  necessary in order to consummate  and make
     effective  the  transactions  contemplated  by  this  Agreement  (including
     satisfaction,  but not  waiver,  of the  closing  conditions  set  forth in
     Article VI, below).

          (b) Client  Consents.  As soon as  practicable  after the date hereof,
     Seller shall  provide  written  notifications  in form and  substance to be
     mutually agreed upon by Seller and Buyer, notifying each Advisory Client of
     the change in control of Seller  that will occur upon  consummation  of the
     transactions  at Closing and requesting each Advisory Client for its Client
     Consent. Seller shall use its best efforts to obtain the written consent to
     the  assignment of each Advisory  Agreement and the Buyer shall provide all
     commercially   reasonable   assistance  to  and  cooperation  with  Sellers
     regarding obtaining such Client Consent. If permitted pursuant to the terms
     of the Advisory  Agreement  and  applicable  law,  any Advisory  Client who
     receives the written notices  described in this Section 5.1(b) and does not
     object to the proposed  assignment within the timeframe  established by the
     notices shall be deemed to have given Client Consent for
<PAGE>

     all  purposes  under  this  Agreement,  including  the  calculation  of the
     Run-Rate  Revenue  Ratio and any  adjustment  to the Closing  Consideration
     pursuant to Section 2.4(b).

          (c)  Notices  and  Consents.  Seller  will give any  notices  to third
     parties and will use its best  efforts to obtain any third  party  consents
     that may be required to consummate this transaction. Buyer shall obtain any
     third party consents required to consummate this transaction on or prior to
     the date  hereof.  Each of the  parties  will give any notices to, make any
     filings with,  and use its  commercially  reasonable  efforts to obtain any
     authorizations,  consents,  and approvals of governments  and  governmental
     agencies.

          (d) Operation of Business and  Preservation  of Business.  Seller will
     conduct the Business in its ordinary course of business and consistent with
     Seller's past operating practice. Seller will use its reasonable good faith
     efforts to keep its business and  properties  substantially  and materially
     intact, including its present operations,  physical facilities, the Assets,
     working conditions, and relationships with lessors,  licensors,  suppliers,
     clients, and employees.

          (e) Full Access.  Seller will permit  representatives of Buyer to have
     access,  at all reasonable times, and in a manner so as not to unreasonably
     interfere with the normal business  operations of Seller,  to all premises,
     properties,  personnel,  books,  records,  contracts,  and  documents of or
     pertaining  to Seller.  In  addition,  Seller  shall  consult  with Buyer's
     representatives  regarding  operational  and other  matters  related to the
     Business.

          (f) Notice of Developments. Each Party will give prompt written notice
     to the other  Party of any  adverse  development  which may  reasonably  be
     expected to cause a breach of any of its own representations and warranties
     in Article III and Article IV above.

          (g) Exclusivity.  Seller will not (i) solicit,  initiate, or encourage
     the  submission  of any  proposal or offer from any Person  relating to the
     acquisition of any capital stock or other voting securities,  or any of the
     assets  outside  Seller's  ordinary  course  of  business,  (including  any
     acquisition  structured as a merger,  consolidation,  or share exchange) or
     (ii) participate in any discussions or negotiations regarding,  furnish any
     information with respect to, assist or participate in, or facilitate in any
     other  manner  any effort or attempt by any Person to do or seek any of the
     foregoing.

     5.2 Confidentiality;  News Release. All information furnished in writing by
one party to this  Agreement to another  party to this  Agreement in  connection
with  this  Agreement  and the  transactions  contemplated  by it  shall be kept
confidential  by the receiving  party and shall be used by the  receiving  party
only in connection with this Agreement and the transactions contemplated hereby,
except  to the  extent  that  such  information  (i) is  information  which  the
receiving  party can  demonstrate  was already known to the receiving party when
received, (ii) thereafter becomes lawfully obtainable from other sources through
no act or  failure  to act on the  part of the  receiving  party,  or  (iii)  is
required to be disclosed  in any  document to be filed with any federal,  state,
municipal or other government department,  commission,  board, bureau, agency or
instrumentality,  domestic or foreign,  or in  connection  with any  litigation,
provided  that  the  receiving   party  shall  disclose  only  so  much  of  the
confidential  information as is legally  required,  and only after  consultation
with  counsel to the  proprietary  party.  In the event that the  Closing of the
transactions  contemplated by this Agreement does not occur,  each party to this
Agreement shall promptly return to the other all printed information received by
it from the other
<PAGE>
party,  and shall  destroy all copies of, or extracts  from,  such  information.
Except to the extent  required by law,  any news  release or other  announcement
concerning  this  Agreement or the  transactions  contemplated  thereby shall be
issued or approved  without first  obtaining  the prior written  approval of the
other party as to the contents of the  announcement  and its release.  Buyer and
Seller  shall use their best efforts and  establish  reasonable  precautions  to
ensure that their  Affiliates,  principals,  agents and  employees  abide by the
terms of this Section 5.2.

     5.3 Post-Closing Covenants.

          (a) Buyer,  Seller  and  Shareholder  agree  that all books,  records,
     documents  or  materials  retained  by each party that relate to the Assets
     shall be open for inspection by  representatives  of the other party at any
     time during  regular  business  hours until the earlier of (i) December 31,
     2004, or (ii) such time as the full amount of the Second  Deferred  Payment
     is made by Buyer to Seller. The other party may, during such period, at its
     expense,  make such copies or excerpts therefrom,  in either case solely to
     comply  with  legal,  audit  or tax  obligations,  as they  may  reasonably
     request.  For a period of twelve (12) months  following  the payment of the
     Second Deferred Payment,  neither party shall destroy or give up possession
     of any  original or final copy of any of the books and records  relating to
     the  Assets  reasonably   required  solely  for  the  preparation  of  tax,
     regulatory  and  other  governmental  compliance  matters,   without  first
     offering the other party the  opportunity  to obtain such original or final
     copy or a copy thereof.

          (b) Buyer and Seller agree to cooperate with respect to all regulatory
     reporting  or  withdrawal   matters  before  the  Securities  and  Exchange
     Commission, and state regulatory bodies.

          (c) Seller agrees to promptly after Closing properly file the executed
     Certificate of Amendment of Seller's Articles of Incorporation  referred to
     in Section 6.1(g) and to refrain  thereafter  from using the name "Berkeley
     Capital Management" in connection with Seller or any of its Affiliates.

                                   ARTICLE VI
                              CONDITIONS TO CLOSING

     6.1  Conditions  to  Buyer's  Obligations.   The  obligation  of  Buyer  to
consummate the  transactions  contemplated  by this Agreement are subject to the
satisfaction  of  the  following  conditions  on or  before  (with  satisfaction
continuing on) the Closing Date:

          (a) The representations and warranties set forth in Article III hereof
     shall be true and correct in all respects if  qualified as to  materiality,
     and if not  qualified as to  materiality,  shall be true and correct in all
     material respects, each as of the Closing Date;

          (b)  Seller  and  Shareholder  shall have  performed  in all  material
     respects  (as  determined  in  the  sole  discretion  of  Buyer  reasonably
     exercised)  all the  covenants and  agreements  required to be performed by
     them prior to Closing under this Agreement;

          (c) Seller shall have delivered an executed sublease regarding the use
     of the office space at 650 California  Street,  28th Floor,  San Francisco,
     California in a form and substance satisfactory to Buyer (the "Sublease");
<PAGE>
          (d) Seller shall have obtained and delivered to Buyer those  consents,
     approvals,  agreements  and waivers by any third  parties that are required
     for the  consummation  of the  transactions  contemplated  hereby  that are
     listed on Schedule 2.1(b);

          (e) Regulatory  Entity  approvals,  as contemplated by this Agreement,
     shall have been  obtained  and  related  filings  required  pursuant to any
     applicable law or regulation  will have been made,  and approvals  required
     under the terms of this Agreement will have been obtained;

          (f) No action,  proceeding, or investigation by or before any court or
     governmental or administrative  body will have been initiated or be pending
     wherein a judgment,  decree or order might  reasonably be issued that would
     materially  increase  the costs to Buyer of the  transactions  contemplated
     herein,  or would  prevent  any of the  transactions  contemplated  by this
     Agreement  or would  cause such  transactions  to be  declared  unlawful or
     rescinded,  and no action,  proceeding  or  investigation  by or before any
     court or governmental or  administrative  body has been concluded that have
     enjoined the transactions contemplated herein;

          (g) On the  Closing  Date,  Seller  will have  delivered  to Buyer the
     following:

               (i) A  certificate  signed by Seller dated as of the Closing Date
          stating that the  preconditions  specified in  subsection  (a) and (b)
          hereof have been satisfied;

               (ii) Certified copies of the resolutions duly adopted by Seller's
          board of directors and  Shareholder  each  authorizing  the execution,
          delivery and performance of this Agreement,  the other  agreements and
          the transactions contemplated hereby and thereby, including the change
          in the name of Seller;

               (iii) Good  standing  certificates  for Seller  from the State of
          California  and from  each  state in  which  it is  required  to be so
          qualified to do business,  dated not earlier than 30 days prior to the
          Closing Date;

               (iv) Copies of all  required  third party and  Regulatory  Entity
          consents (or other evidence reasonably satisfactory to Buyer) actually
          received by Seller that Buyer reasonably  requires Seller to obtain in
          order to effect the transactions contemplated by this Agreement;

               (v)  The  General   Assignment,   Bill  of  Sale  and  Assumption
          Agreement,  in  substantially  the form attached  hereto as Exhibit A,
          executed by Seller;

               (vi) The Noncompete Agreement executed by Seller and Shareholder,
          in substantially the form attached hereto as Exhibit B;

               (vii) Executed  Certificate  of Amendment to Seller's  Article of
          Incorporation  sufficient to change,  upon filing with the  California
          Secretary of State's  Office,  the name of Seller to a name other than
          "Berkeley Capital Management";

          (h)  All  actions  to be  taken  by  Seller  in  connection  with  the
     consummation of the Closing on the Closing Date and the other  transactions
     contemplated hereby and all
<PAGE>

     documents  required  to be  delivered  by  Seller  in  connection  with the
     transactions  contemplated  hereby will be reasonably  satisfactory in form
     and substance to Buyer;

          (i) The Run Rate Revenue Ratio  calculated  pursuant to Section 2.4(b)
     as of the Closing Date shall be at least 90%;

          (j) Prior to the date of  execution of this  Agreement,  Buyer and the
     members of Seller's  management  requested by Buyer shall have entered into
     employment  agreements  and the Limited  Liability  Company  Agreement  and
     related  documents of Buyer upon the terms and conditions  satisfactory  to
     Buyer in its sole  discretion,  which  agreements  shall be held in  escrow
     pending Closing;

          (k)  Seller  shall  have  delivered  to  Buyer  an  executed  Services
     Agreement,  whereby Seller will provide certain services to Buyer after the
     Closing  Date,  in form  and  substance  satisfactory  to Buyer in its sole
     discretion;

          (l) Seller  shall have  delivered  to Buyer an  executed  Sub-Advisory
     Agreement,  whereby  Buyer will provide  certain  sub-advisory  services to
     LPASI after the Closing Date, in form and substance  satisfactory  to Buyer
     in its sole discretion;

          (m) LPG shall have delivered to Buyer an executed  Guarantee,  whereby
     LPG will guarantee the obligations of Seller and  Shareholder  hereunder in
     form and substance satisfactory to Buyer in its sole discretion;

          (n)  Seller  shall  have  delivered  a  consent  to  the  transactions
     contemplated  herein by the Bank of Scotland  related to that  certain Term
     Loan and Guarantee Facility dated on or about December 20, 2002 that Seller
     and  Shareholder  are parties to and that certain  Stock  Pledge  Agreement
     dated on or about February 19, 2003 that Seller and Shareholder are parties
     to (the "Stock Pledge") in a form satisfactory to Buyer;

          (o)  Shareholder  shall  have  delivered  a  release  of the  Employee
     Confidential  Information  Agreement  for each  person  who will  become an
     employee of Buyer at Closing  regarding  confidential  information  that is
     part of the Assets;

          (p) Seller  shall have  received  releases and  resignations  from its
     employees;

          (q) Shareholder  shall have delivered to Buyer an executed  assignment
     and any other  documents in proper form for the assignment of the trademark
     "Berkeley  Capital  Management" to Buyer to be filed promptly after Closing
     with the U.S. Patent and Trademark Office; and

          (r)  Seller  and BUSA  shall  have  delivered  to Buyer an  opinion of
     counsel, subject to customary and reasonable qualifications,  from in-house
     counsel  of Seller or BUSA that the  Assets are free and clear of Liens and
     that the Transaction Documents are duly authorized and enforceable.

     Any condition specified in this Section 6.1 may be waived by Buyer provided
that no such  waiver  will be  effective  unless  it is set  forth in a  writing
executed by Buyer.
<PAGE>

     6.2  Conditions  to  Seller's  Obligations.  The  obligation  of  Seller to
consummate  the  transactions  contemplated  by this Agreement is subject to the
satisfaction  of  the  following  conditions  on or  before  (with  satisfaction
continuing on) the Closing Date:

          (a) The  representations and warranties set forth in Article IV hereof
     shall be true and correct in all respects if  qualified  as to  materiality
     and if not  qualified as to  materiality,  shall be true and correct in all
     material respects as of the Closing Date;

          (b) Buyer will have performed in all material  respects (as determined
     in the sole  discretion of Seller  reasonably  exercised) all the covenants
     and agreements required to be performed by it under this Agreement;

          (c) No action,  proceeding or  investigation by or before any court or
     governmental or administrative  body will have been initiated or be pending
     wherein a judgment,  decree or order might  reasonably be issued that would
     prevent any of the  transactions  contemplated  by this  Agreement or cause
     such  transactions  to be declared  unlawful or  rescinded,  and no action,
     proceeding  or  investigation  by or before  any court or  governmental  or
     administrative  body  has  been  concluded  that  have  enjoined  or  added
     significant costs to the transactions contemplated herein;

          (d) On the  Closing  Date,  Buyer  will have  delivered  to Seller the
     following:

               (i) A certificate  executed by a Member or Manager of Buyer dated
          as of the Closing Date,  stating that the  preconditions  specified in
          subsections (a) and (b) hereof have been satisfied;

               (ii)  The  General  Assignment,   Bill  of  Sale  and  Assumption
          Agreement,  in  substantially  the form attached  hereto as Exhibit A,
          executed by Buyer;

               (iii) The Closing  Consideration  by wire  transfer,  delivery of
          other  immediately  available  funds as agreed upon by Seller or other
          mutually agreed upon method of delivery;

               (iv) Buyer shall have  delivered  the Sublease  duly  executed by
          Buyer;

               (v) Buyer shall have  delivered,  or caused to be  delivered,  to
          Seller, the Standby Letter of Credit referred to in Section 2.4(c).

          (e)  All  actions  to  be  taken  by  Buyer  in  connection  with  the
     consummation of the Closing on the Closing Date and the other  transactions
     contemplated  hereby and all documents required to be delivered by Buyer in
     connection  with the  transactions  contemplated  hereby will be reasonably
     satisfactory in form and substance to Seller;

          (f) The Run Rate Revenue Ratio  calculated  pursuant to Section 2.4(b)
     as of the Closing Date shall be at least 90%;

          (g)  Seller  shall  have  received  a  consent  to  the   transactions
     contemplated  herein by Bank of  Scotland  related to the Term Loan and the
     Stock Pledge; and
<PAGE>

          (h) Regulatory  Entity  approvals,  as contemplated by this Agreement,
     shall have been  obtained  and  related  filings  required  pursuant to any
     applicable law or regulation  will have been made,  and approvals  required
     under the terms of this Agreement will have been obtained; and

          (i) Buyer  shall  have  delivered  to Seller  and BUSA an  opinion  of
     Buyer's counsel, subject to customary and reasonable  qualifications,  that
     the Transaction Documents are duly authorized and enforceable.

     Any  condition  specified  in this  Section  6.2 may be waived  by  Seller,
provided  that no such  waiver  will be  effective  unless  it is set forth in a
writing executed by Seller.

                                  ARTICLE VII
                                 INDEMNIFICATION

     7.1 Indemnification of Buyer. Subject to the terms of this Agreement,  each
of Seller and Shareholder  agree that  notwithstanding  the Closing,  Seller and
Shareholder will,  jointly and severally,  indemnify and hold harmless Buyer and
each member, manager,  officer, agent and affiliate of Buyer (collectively,  the
"Buyer  Indemnified  Parties")  from and against any and all payments,  damages,
losses, claims,  liabilities,  demands,  charges,  suits,  penalties,  costs and
expenses  (including  court costs and  reasonable  attorneys'  fees and expenses
incurred in  investigating  and  preparing  for any  litigation  or  proceeding)
(collectively,  the  "Losses"),  which  any of  Buyer  Indemnified  Parties  may
sustain, or to which any of Buyer Indemnified Parties may be subjected,  arising
out of: (a) any misrepresentation, breach or default by Seller or Shareholder of
or under any of the covenants, agreements, representations,  warranties or other
provisions  of  this  Agreement  or  any  agreement  or  document  delivered  in
connection herewith; (b) any failure by Seller or Shareholder to duly perform or
observe any term, provision,  covenant, agreement or condition in this Agreement
to be performed or observed by Seller or Shareholder; or (c) any claim or claims
made against Buyer arising out of any of the Excluded  Liabilities  or the items
set forth on Disclosure Schedule 3.11.

     7.2 Indemnification of Seller and Shareholder. Subject to the terms of this
Agreement,  Buyer agrees that notwithstanding the Closing,  Buyer will indemnify
and hold harmless Seller and Shareholder and each officer,  director,  agent and
affiliate of Seller  (collectively,  the "Seller Indemnified  Parties") from and
against any and all Losses, which any of Seller Indemnified Parties may sustain,
or to which any of Seller Indemnified Parties may be subjected,  arising out of:
(a) any  misrepresentation,  breach or  default  by Buyer of or under any of the
covenants, agreements,  representations,  warranties or other provisions of this
Agreement or any agreement or document delivered in connection herewith;  or (b)
any failure by Buyer to duly perform or observe any term,  provision,  covenant,
agreement or condition in this Agreement to be performed or observed by Buyer.

     7.3  Indemnification  Offset.  Seller and Shareholder agree that any Losses
incurred by Buyer for which Buyer is entitled to  indemnification  under Section
7.1 hereof may be offset  against and deducted  from amounts to be paid pursuant
to the First Deferred Payment or Second Deferred Payment to be made by Buyer, if
any.  This ability to offset and deduct Losses  against such  payments  shall be
cumulative and shall not preclude the assertion of other rights nor limit in
<PAGE>

any way any  indemnification  obligations  of or  recourse  for  Losses  against
Seller, Shareholder [or LPG] hereunder.

     7.4 Cooperation for Indemnity.

          (a)  Whenever a claim for Losses  shall arise for which one party (the
     "Indemnified  Party") shall be entitled to indemnification  hereunder,  the
     Indemnified  Party  shall  promptly  notify  the other  party  hereto  (the
     "Indemnifying  Party")  in  writing  describing  the  claim  and the  basis
     therefor;  provided  however,  that the failure to give prompt notice shall
     not affect the right of the Indemnified Party to indemnification  hereunder
     except to the  extent  that such  failure  prejudices  the  ability  of the
     Indemnifying  Party to defend any claim. The right of the Indemnified Party
     to indemnification,  as set forth in such notice, shall be deemed agreed to
     by the Indemnifying Party unless,  within 30 days after the mailing of such
     notice,  the  Indemnifying  Party  shall  notify the  Indemnified  Party in
     writing   that  it  disputes  the  right  of  the   Indemnified   Party  to
     indemnification.  If the  Indemnified  Party shall be duly notified of such
     dispute, the parties shall attempt to settle and compromise the same.

          (b) Upon  receipt  by the  Indemnifying  Party  of a  notice  from the
     Indemnified  Party with  respect to any claim of a third party  against the
     Indemnified  Party, and  acknowledgment by the Indemnifying  Party (whether
     after  resolution  of a dispute or otherwise)  of the  Indemnified  Party's
     right  to  indemnification  hereunder  with  respect  to  such  claim,  the
     Indemnifying  Party  shall  assume the  defense of such claim with  counsel
     reasonably  satisfactory to the Indemnified Party and the Indemnified Party
     shall  cooperate to the extent  reasonably  requested  by the  Indemnifying
     Party in defense or  prosecution  thereof,  provided  that the  Indemnified
     Party  is  reimbursed  by  the   Indemnifying   Party  for  its  reasonable
     out-of-pocket  costs in connection  therewith.  If the  Indemnifying  Party
     shall  acknowledge the  Indemnified  Party's right to  indemnification  and
     elect to assume the defense of such claim, the Indemnified Party shall have
     the right to employ  its own  counsel  in any such  case,  but the fees and
     expenses of such counsel shall be at the expense of the Indemnified  Party,
     unless there is, under applicable  standards of conduct,  a conflict or any
     significant issue between Indemnifying Party and the Indemnified Party that
     makes it improper for one counsel to represent both parties,  in which case
     the reasonable fees and expenses of such counsel shall be at the expense of
     the Indemnifying  Party. If the Indemnifying  Party has assumed the defense
     of any claim against the Indemnified  Party, the  Indemnifying  Party shall
     have the right to settle  any  claim  for  which  indemnification  has been
     sought and is available  hereunder;  provided that, to the extent that such
     settlement  requires  the  Indemnified  Party to  take,  or  prohibits  the
     Indemnified  Party from  taking,  any action or purports  to  obligate  the
     Indemnified  Party, then the Indemnifying Party shall not settle such claim
     without the prior written consent of the Indemnified  Party,  which consent
     shall not be unreasonably  withheld or delayed.  If the Indemnifying  Party
     does not  assume  the  defense  of a third  party  claim and  disputes  the
     Indemnified Party's right to indemnification,  the Indemnifying Party shall
     have the right to participate in the defense of such claim through  counsel
     of its choice,  at the Indemnifying  Party's  expense,  and the Indemnified
     Party shall have control over the  litigation and authority to resolve such
     claim subject to this Section 7.4.

     7.5 Survival of  Indemnification  Claims.  Any claim for Losses pursuant to
Section 7.1 or Section 7.2, as applicable,  whether incurred or contingent, must
be asserted in a writing delivered to the Indemnifying  Party by the Indemnified
Party on or prior to the fifteenth  (15)
<PAGE>

month   anniversary  of  the  Closing  Date,  except  to  the  extent  based  on
representations and warranties subject to different survival periods as provided
in Section 10.1.

                                  ARTICLE VIII
                                    EMPLOYEES

     8.1 Employees.

          (a) Buyer shall hire all of the Company's employees listed on Schedule
     8.1(a) hereto (the  "Transferred  Employees").  The  Transferred  Employees
     shall  have  resigned  from  Seller and shall have  executed  releases  and
     resignations  and shall become  employees of Buyer on the Closing Date. The
     terms and conditions of employment of the  Transferred  Employees  shall be
     set by Buyer at its sole discretion.  Except as otherwise set forth herein,
     Buyer shall have no responsibility  for severance payment or for payment of
     compensation for services rendered on or before the Closing Date.

          (b) Seller shall be responsible for any and all severance payments and
     benefits due to its employees,  if any, except for any Assumed  Liabilities
     for which Buyer has assumed and agreed to pay.  Buyer shall be  responsible
     for any and all  obligations  and  benefits  which it is required by law to
     offer to the Transferred Employees.

     8.2 Claims.  Except as provided in this Agreement,  Seller shall administer
and retain liability, if any, for all employment and labor related claims of any
kind,  including but not limited to any claims for severance pay, that arise out
of or that are  attributable to events  occurring prior to the Closing Date, and
Buyer shall  administer  and assume  liability  for all other claims of any kind
that are Assumed  Liabilities or which arise out of or that are  attributable to
events occurring on or after the Closing Date; provided,  however, that workers'
compensation  claims shall accrue and liability  shall be assigned  based on the
date the event giving rise to such claims occur.

     8.3  Future  Employment.  Nothing  in this  Agreement  shall be  deemed  or
construed  to  require  Buyer  to  continue  to  employ  any of the  Transferred
Employees for any period after the Closing Date.

     8.4 Employment  Records.  Seller agrees to provide Buyer with copies of all
labor and  employment  records,  including but not limited to all salary history
and  administration  records,  payroll,   personnel,   medical  and  immigration
(including I-9's) records for the Transferred Employees. Buyer shall have access
to the employment  records of Seller's former  employees at all reasonable times
for a period of five years  following  the Closing for the purpose of  defending
against any claims brought against it by or on behalf of any former employee.

     8.5 Assumption of Seller's Plans. It is expressly  understood and agreed to
by the parties that Buyer is not adopting any pension,  bonus,  profit  sharing,
stock option,  stock  incentive,  savings,  health,  dental,  vision,  vacation,
disability,  life  insurance  or  other  employee  benefit  plans  of  any  kind
maintained  by  Seller,  or  to  which  Seller  contributes  or is  required  to
contribute,  for the benefit of the Transferred Employees (the "Seller's Plans")
and that Buyer, as a result of this transaction,  shall not assume any liability
or obligation  arising under any of Seller's Plans.  Any liability or obligation
relating  to or arising  under any of Seller's  Plans shall
<PAGE>
remain the sole and complete responsibility of Seller, except to the extent that
any such liability shall be an Assumed Liability.

                                   ARTICLE IX
                                     TAXES

     9.1 Taxes.

          (a)  Seller  shall be liable  for and shall pay all Taxes  levied  and
     assessed  against Seller or the Assets with respect to periods ending on or
     prior to the  Closing.  Buyer  shall be  liable  for and shall pay all such
     Taxes levied and assessed  against the Assets with respect to periods after
     the Closing.

          (b) Sales and use taxes imposed on the purchase, sale, use or transfer
     of any of the  Assets  by  Seller  to  Buyer at  Closing  shall be borne by
     Seller.

                                   ARTICLE X
                   SURVIVAL OF REPRESENTATIONS AND WARRANTIES

     10.1 Survival. All, representations, warranties, indemnities, covenants and
agreements  made by each of the parties  hereto  shall  survive for fifteen (15)
months after the date of Closing, except for those set forth in Section 3.2 (Due
Authorization),  Section 3.5 (Property and Liens), Section 3.10 (Taxes), Section
3.15  (Certain  Employee  Matters) and Section 3.16  (Environmental,  Health and
Safety  Matters),  which shall  survive until the  expiration of the  applicable
statute of limitations with respect to the matters contained therein.

                                   ARTICLE XI
                                   TERMINATION

     11.1 Termination. This Agreement may be terminated at any time prior to the
Closing:

          (a) By mutual written consent of Seller and Buyer;

          (b) By Seller and  Shareholder  by  written  notice to Buyer if events
     have occurred  outside of the  reasonable  control of Seller or Shareholder
     which have caused the failure of a condition  to Seller's  obligations  set
     forth in Section  6.2 after the use of Seller's  best  efforts to cure such
     failure,  which obligation is not waived by Seller and  Shareholder,  or if
     there has been a material  misrepresentation or material breach of warranty
     on the part of Buyer in the  representations  and  warranties  of Buyer set
     forth  in this  Agreement  which  has not been  cured  within  thirty  (30)
     calendar days after notice thereof to Buyer; or

          (c) By Buyer by written notice to Seller and Shareholder if (i) events
     have occurred outside of the reasonable  control of Buyer which have caused
     the failure of a condition to Buyer's  obligations set forth in Section 6.1
     after use of Buyer's best efforts to cure such failure, which obligation is
     not waived by Buyer, or (ii) there has been a material misrepresentation or
     material  breach of  warranty on the part of Seller or  Shareholder  in the
     representations  and warranties of Seller or Shareholder  set forth in this
     Agreement  which has not
<PAGE>
     been cured within thirty (30) calendar days after notice  thereof to Seller
     or  Shareholder;  or (iii)  there has  occurred a Seller  Material  Adverse
     Effect; or

          (d) By Seller and  Shareholder,  or by Buyer, by written notice to the
     other  parties if the  Closing  hereunder  has not been  consummated  on or
     before August 31, 2003, provided that if a willful breach of this Agreement
     by Seller or Shareholder has prevented the consummation of the transactions
     contemplated  hereby,  neither Seller nor Shareholder  shall be entitled to
     terminate pursuant to this Section 11.1(d) and provided,  further,  that if
     Buyer's willful breach of this Agreement has prevented the  consummation of
     the  transactions  contemplated  hereby,  Buyer  shall not be  entitled  to
     terminate pursuant to this Section 11.1(d).

     11.2 Effect of  Termination.  In the event of termination of this Agreement
by Seller and  Shareholder,  or by Buyer,  as provided in this  Agreement,  this
Agreement will forthwith  become void and there will be no liability on the part
of Buyer or Shareholder and Seller, except for material breaches of and material
misstatements or omissions in or pursuant to this Agreement by Buyer,  Seller or
Shareholder,  as  appropriate,  prior  to the  time  of  such  termination  (the
liability for which shall be borne by the party who commits the material willful
breach or makes the material intentional misstatement or omission). In the event
Buyer terminates this Agreement  pursuant to Section  11.1(c)(iii),  Buyer shall
assign to Seller  and/or  Shareholder  any claims or causes of action  Buyer may
have as a result of the events causing the Seller Material Adverse Effect.

                                   ARTICLE XII
                                  MISCELLANEOUS

     12.1 Modifications;  Waiver. Any amendment,  change or modification of this
Agreement  shall be  ineffective  unless in writing  and  signed by all  parties
hereto.  No failure or delay by any party hereto in exercising any right,  power
or  privilege  hereunder,  and no course of dealing  between or among any of the
parties,  shall operate as a waiver of any such right,  power or  privilege.  No
waiver of any  default  on any one  occasion  shall  constitute  a waiver of any
subsequent or other  default.  No single or partial  exercise of any such right,
power or privilege shall preclude the further or full exercise thereof.

     12.2 Notices.  All notices and other  communications  hereunder shall be in
writing and shall be deemed to have been duly given when  personally  delivered,
mailed by certified mail,  return receipt  requested,  or via Federal Express or
similar  overnight  courier service,  if receipt is confirmed,  or by facsimile.
Such notices or other  communications  shall be sent to the following addresses,
unless other addresses are subsequently specified in writing:

         (i)      If to Seller or Shareholder, to:

                  Berkeley International Capital Corporation
                  650 California Street
                  28th Floor
                  San Francisco, CA 94108
                  Fax No. 415-249-0553
                  Attn: Robert A. Cornman
<PAGE>

         or to such other persons or addresses as Seller or any of them shall
         furnish to Buyer in writing.

         (ii)     If to Buyer, to:

                  Berkeley Capital Management LLC
                  650 California Street
                  28th Floor
                  San Francisco, CA 94108
                  Fax No. 415-393-0374
                  Attn: James Landau

         With a copy to:

                  Putnam Lovell NBF Private Equity
                  501 Deep Valley Drive, Suite 300
                  Rolling Hills Estates, CA  90274
                  Attn:  Jeffrey D. Lovell
                  Fax No. 310-265-1920

         and

                  Davis Graham & Stubbs LLP
                  1550 17th Street, Suite 500
                  Denver, CO  80202
                  Fax No. 303.892.1379
                  Attn:  Jennings J. Newcom, Esq.

or to such other person or address as Buyer shall furnish to Seller in writing.

     12.3 Counterparts. This Agreement may be executed in multiple counterparts,
each of  which  shall  be  deemed  an  original  but all of  which  counterparts
collectively  shall  constitute one  instrument.  Signatures may be exchanged by
facsimile,  with original signatures to follow. Each party hereto agrees that it
will be bound by its own signature and that it accepts the facsimile  signatures
of the other parties hereto.

     12.4 Expenses.  Each of the parties hereto will bear all costs, charges and
expenses  incurred by such party in connection with the negotiation and drafting
of this  Agreement and the  Transaction  Documents and the  consummation  of the
transactions contemplated herein.

     12.5 Binding Effect;  Assignment.  This Agreement shall be binding upon and
inure  to the  benefit  of  Buyer,  Seller  and  Shareholder,  their  respective
representatives,  successors,  and permitted assigns.  No party shall assign its
rights or obligations  hereunder  without the prior written consent of the other
parties hereto.
<PAGE>

     12.6 No Strict  Construction.  The language used in this Agreement shall be
deemed to be the language  chosen by the parties to express their mutual intent,
and no rule of strict construction shall be applied against any party hereto.

     12.7 Entire and Sole Agreement;  Review.  This Agreement and the schedules,
exhibits and  agreements  referred to herein,  constitute  the entire  agreement
between the parties  hereto and  supersede all prior  agreements,  negotiations,
representations, warranties, statements, promises, information, arrangements and
understandings, whether oral or written, express or implied, with respect to the
subject matter hereof. The schedules, exhibits and agreements identified in this
Agreement  are  incorporated  herein by reference  and made a part hereof.  Each
party has read and  understands all provisions of this Agreement and has, to the
extent  believed  necessary,  discussed  with its  professional  legal,  tax and
financial advisors the provisions and implications of this Agreement. Each party
acknowledges  that they have reviewed this Agreement  prior to its execution and
that  changes  were  made to this  Agreement  based  upon its  comments.  If any
disputes  arise with  respect to the  interpretation  of any  provision  of this
Agreement,  the  provision  shall be deemed to have been  drafted  by all of the
parties to it and shall not be construed against any party on the basis that the
party was responsible for drafting that provision.

     12.8 Governing Law; Forum and Venue.

          (a) This Agreement and its validity,  construction,  enforcement,  and
     interpretation  shall be  governed by the  substantive  law of the State of
     California without reference to its conflict of laws provisions.

          (b) Any  legal  action  or other  legal  proceeding  relating  to this
     Agreement or the  enforcement  of any  provision of this  Agreement  may be
     brought or otherwise commenced in any state or federal court located in the
     City and County of San Francisco, California. Each party to this Agreement:

               (i)  expressly  and  irrevocably  consents  and  submits  to  the
          jurisdiction  of each state and federal  court located in the City and
          County of San Francisco,  California (and each appellate court located
          in the  State  of  California)  in  connection  with  any  such  legal
          proceeding, including to enforce any settlement, order or award;

               (ii) agrees that each state and federal court located in the City
          and  County  of San  Francisco,  California  shall be  deemed  to be a
          convenient forum; and

               (iii)  waives and  agrees  not to assert (by way of motion,  as a
          defense or otherwise),  in any such legal proceeding  commenced in any
          state or federal court located in the City and County of San Francisco
          , California,  any claim that such party is not subject  personally to
          the  jurisdiction of such court,  that such legal  proceeding has been
          brought in an inconvenient forum, that the venue of such proceeding is
          improper  or  that  this  Agreement  or the  subject  matter  of  this
          Agreement may not be enforced in or by such court.

          (c) Each party  hereto  agrees to the entry of an order to enforce any
     resolution, settlement, order or award made pursuant to this Section by the
     state and federal  courts  located in
<PAGE>
     the  City  and  County  of San  Francisco,  California  and  in  connection
     therewith  hereby waives,  and agrees not to assert by way of motion,  as a
     defense, or otherwise, any claim that such resolution, settlement, order or
     award is inconsistent with or violative of the laws or public policy of the
     laws of the State of California or any other jurisdiction.

          (d) Each party to this Agreement hereby  knowingly,  voluntarily,  and
     intentionally  waives  the  right  to a trial  by jury  in  respect  of any
     litigation arising out of, under or in connection with this Agreement, this
     waiver being a material  inducement  for each such party to enter into this
     Agreement.

     12.9 Attorney's  Fees. If any party shall commence any action or proceeding
against any other party in order to enforce the provisions hereof, or to recover
damages as the result of the alleged breach of any of the provisions hereof, the
prevailing  party  therein  shall be entitled to recover  all  reasonable  costs
incurred in  connection  therewith,  including,  but not limited to,  reasonable
attorneys' fees, including the reasonable hourly rate for in-house counsel.

     12.10 Invalid  Provisions.  If any provision of this Agreement is deemed or
held to be illegal, invalid or unenforceable, this Agreement shall be considered
divisible and  inoperative as to such provision to the extent it is deemed to be
illegal,  invalid or  unenforceable,  and in all other  respects this  Agreement
shall remain in full force and effect; provided,  however, that if any provision
of this  Agreement  is deemed or held to be  illegal,  invalid or  unenforceable
there shall be added hereto  automatically a provision as similar as possible to
such  illegal,  invalid  or  unenforceable  provision  and be  legal,  valid and
enforceable.  Further,  should any provision contained in this Agreement ever be
reformed or  rewritten  by any judicial  body of  competent  jurisdiction,  such
provision as so reformed or rewritten shall be binding upon all parties hereto.

     12.11  Headings.  The descriptive  section  headings are for convenience of
reference  only and shall not control or affect the meaning or  construction  of
any provision of this Agreement.
<PAGE>


     IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to
be duly executed as of the date and year first above written.


                                        BUYER
                                        BERKELEY CAPITAL MANAGEMENT LLC


                                        By:
                                        Name:
                                        Title:



                                        SELLER
                                        BERKELEY CAPITAL MANAGEMENT


                                        By:
                                        Name:
                                        Title:


                                        BERKELEY (USA) HOLDINGS LIMITED


                                        By:
                                        Name:
                                        Title:

For the purposes of Article IV only:
                                        PUTNAM LOVELL EQUITY PARTNERS, L.P.
                                        By:  Putnam Lovell Equity Advisors LLC
                                             General Partner

                                        By:  Putnam Lovell Capital Partners Inc.
                                             Managing Member


                                        By:
                                        Name:
                                        Title: