Exhibit 10.16


                            STOCK PURCHASE AGREEMENT

         This Stock Purchase  Agreement (the  "Agreement"),  dated as of May 11,
2004,  is  made  among  WTI  Acquisition,  Inc.,  a  Delaware  corporation  (the
"Purchaser"),  RCG Companies  Incorporated,  a Delaware  corporation ("RCG") and
Allen Gutterman  ("Gutterman"),  Edward Caliguiri  ("Caliguiri") and Barry Cohen
("Cohen", and collectively with Gutterman and Caliguiri, the "Sellers").

                                    RECITALS

         WHEREAS,  the Sellers own  beneficially and of record all of the issued
and  outstanding  shares of common  stock  (the  "Common  Stock"),  of  Response
Personnel,  Inc.  ("RPI");  RPI Professional  Alternatives,  Inc., RPI Services,
Inc.,  Response  Medical  Staffing of  Connecticut,  Inc. and  Response  Medical
Staffing of New Jersey, Inc. (each a "Company" and collectively the "Companies")
and the  number of shares of Common  Stock  owned by each of the  Sellers on the
date hereof is set forth  opposite such Seller's name on Schedule  4.2(a) hereto
(collectively the "Securities").  RPI owns beneficially and of record all of the
issued and outstanding shares of capital stock of Response Staffing Solutions of
New Jersey, Inc., Response Staffing Solutions of CT, Inc., and Response Staffing
Solutions of Long Island, Inc. (collectively, the "Subsidiaries");

         WHEREAS,  RCG owns all of the issued and  outstanding  capital stock of
the Purchaser;

         WHEREAS,  the  Purchaser  desires to purchase,  and each of the Sellers
desire to sell, the Securities;

         WHEREAS,  concurrently  with the execution of this Agreement,  and as a
condition and an inducement to the willingness of RCG and the Purchaser to enter
into this  Agreement,  at the Closing,  each of the Sellers  shall enter into an
employment agreement with Purchaser (together,  the "Employment  Agreements") in
the forms attached hereto as Exhibit A-1, A-2 and A-3, respectively.

         NOW,  THEREFORE,  in  consideration  of the  foregoing,  the agreements
hereinafter set forth and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties agree as follows:

                                   ARTICLE I

                                   DEFINITIONS

         1.1      Definitions. The following terms, when used in this Agreement,
have the meaning as set forth below:

         "2003 Balance Sheet" shall have the meaning set forth in Section 4.3.


<PAGE>

         "Action"  shall mean any claim,  action,  suit,  inquiry,  judicial  or
administrative   proceeding,  or  arbitration  by  or  before  any  Governmental
Authority.

         "Additional Taxes" shall have the meaning set forth in Section 9.5.

         "Affiliate"  shall mean with  respect to any Person,  any other  Person
controlling,  controlled  by or under  common  control  with such  Person,  with
"control" for such purpose  meaning the possession,  directly or indirectly,  of
the power to direct or cause the  direction  of the  management  and policies of
such Person, whether through ownership of voting securities or voting interests,
by contract or otherwise.

         "Affiliate  Transactions"  shall  mean  the  liabilities,  obligations,
contracts and claims set forth on Schedule 4.24(a).

         "Agreement" shall have the meaning set forth in the Preamble.

         "Amended Tax Return" shall have the meaning set forth in Section 9.3.

         "Asset Lien" shall have the meaning set forth in the Section 4.5.

         "Audited Financial  Statements" shall have the meaning set forth in the
Section 4.3.

         "Business Assets" shall have the meaning set forth in the Section 4.6.

         "Business  Day" shall mean any day other than a  Saturday,  Sunday or a
day on which banking  institutions  in New York, New York and  Charlotte,  North
Carolina are required or authorized to be closed.

         "Caliguiri" shall have the meaning set forth in the Recitals.

         "Claim Notice" shall have the meaning set forth in the Section 7.2.

         "Claims" shall mean all claims, demands, causes of action, obligations,
damages or liabilities.

         "Closing" shall have the meaning set forth in the Section 3.1.

         "Closing Date" shall have the meaning set forth in the Section 3.1.

         "Code" shall mean the United States  Internal  Revenue Code of 1986, as
amended.

         "Cohen" shall have the meaning set forth in the Recitals.

         "Common Stock" shall have the meaning set forth in the Recitals.

         "Companies" shall have the meaning set forth in the Recitals.

         "Companies  Articles"  shall have the  meaning set forth in the Section
4.1.


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         "Companies Bylaws" shall have the meaning set forth in the Section 4.1.

         "Consents" shall mean all authorizations,  notices, waivers,  approvals
and consents  required by any Governmental  Authority or under any Contracts for
Sellers to execute and deliver this Agreement and  consummate  the  transactions
contemplated hereby.

         "Contingent Payment(s)" shall have the meaning set forth in the Section
2.5.

         "Contingent  Payment  Period"  shall have the  meaning set forth in the
Section 2.5.

         "Contracts"  shall  mean all  contracts,  agreements,  leases,  license
agreements,  obligations,  promises or undertakings (whether written or oral and
whether expressed or implied).

         "Defense Notice" shall have the meaning set forth in the Section 7.2.

         "Directors' and Officers'  Releases" hall have the meaning set forth in
the Section 3.2.

         "Disputed Claims" shall have the meaning set forth in the Section 7.2.

         "EBITDA" shall mean, with respect to any Contingent Payment Period, the
combined  earnings  of the  Companies  and  the  Subsidiaries  for  such  period
determined in accordance  with GAAP applied on a consistent  basis before taking
into  account  interest,  income  taxes,   depreciation  and  amortization.   In
determining EBITDA no allocation of corporate overhead of Purchaser or RCG shall
be included.

         "EBITDA Statement" shall have the meaning set forth in the Section 2.5.

         "Employment  Agreements"  shall  have  the  meaning  set  forth  in the
Recitals.

         "Environmental Claim" shall mean any written or, to Sellers' Knowledge,
oral,  notice by any Person alleging  potential  liability  (including,  without
limitation,   potential  liability  for  investigatory   costs,  cleanup  costs,
governmental  response  costs,  natural  resources  damages,  property  damages,
personal injuries,  or penalties) arising out of, based on or resulting from (A)
the presence,  or release into the environment of any Hazardous  Material at any
location,  whether or not owned by the  Companies  or any  Subsidiaries,  or (B)
circumstances forming the basis of any violation,  or alleged violation,  of any
Environmental Law.

         "Environmental  Laws" shall mean all Laws  relating to pollution or the
environment (including,  without limitation,  ambient air, surface water, ground
water, land surface or subsurface strata),  including,  without limitation, Laws
relating to emissions,  discharges, releases or threatened releases of Materials
of Environmental Concern, or otherwise relating to the manufacture,  processing,
distribution,  use,  treatment,  storage,  disposal,  transport  or  handling of
Materials of Environmental Concern.

         "ERISA" shall mean the Employment  Retirement  Security Act of 1974, as
amended.

         "ERISA  Affiliate" shall have the meaning set forth in the Section 4.4.


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         "ERISA Plans" shall have the meaning set forth in the Section 4.4.

         "Escrow  Agent"  shall  mean such bank as the  parties  shall  mutually
agree.

         "Escrow Agreement" shall have the meaning set forth in the Section 2.6.

         "Escrow Amount" shall mean the sum of One Million Dollars ($1,000,000).

         "Escrow Period" shall have the meaning set forth in the Section 2.6.

         "Estimated  Working  Capital"  shall have the  meaning set forth in the
Section 2.3.

         "Expiration Date" shall have the meaning set forth in the Section 7.5.

         "Final  EBITDA  Statement"  shall  have the  meaning  set  forth in the
Section 2.5(b).

         "Final Statement" shall have the meaning set forth in the Section 2.4.

         "GAAP" shall mean generally accepted accounting principles as in effect
from time to time in the United States of America.

         "Governmental Authority" shall mean any court, governmental, regulatory
or administrative  body, agency or authority,  department,  commission,  agency,
self-regulatory  organization,  instrumentality or arbitrator,  whether federal,
state, local or foreign.

         "Gutterman" shall have the meaning set forth in the Recitals.

         "Hazardous   Material"   shall  mean  (A)   asbestos,   polychlorinated
biphenyls,  radioactive  materials,  petroleum,  and any  fraction or product of
crude oil or  petroleum  and (B) all  other  substances,  materials,  chemicals,
compounds,  pollutants  or  wastes  regulated  by,  under  or  pursuant  to  any
Environmental  Laws, or any similar common law theory of liability;  except that
"Hazardous  Materials"  shall  not  include  substances,  materials,  chemicals,
compounds,  pollutants  or wastes  used in the  normal  course of  business,  in
commercially reasonable quantities and in compliance with Environmental Laws.

         "Indemnifiable  Claim"  shall have the meaning set forth in the Section
7.2.

         "Indemnification  Cap" shall have the  meaning set forth in the Section
7.3.

         "Indemnified  Party"  shall have the  meaning  set forth in the Section
7.2.

         "Indemnifying  Party"  shall have the  meaning set forth in the Section
7.2.

         "Independent  Accounting  Firm" shall have the meaning set forth in the
Section 2.4.

         "Initial  Purchase  Price"  shall  have the  meaning  set  forth in the
Section 2.2.

         "Intellectual Property" shall have the meaning set forth in the Section
4.5.

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<PAGE>

         "Knowledge  of the Sellers",  "Sellers  Knowledge" or any similar terms
shall mean that which (i) is actually known by Gutterman, Caliguiri and/or Cohen
or (ii) which would  reasonably be expected to be known by Gutterman,  Caliguiri
and/or  Cohen in light of his  position,  responsibilities  and duties  with the
Companies and the Subsidiaries.

         "Known  Pre-Closing  Litigation"  shall have the  meaning  set forth in
Section 4.7.

         "Laws" shall mean all federal, state, local and foreign laws, statutes,
regulations or other requirements

         "Leased Real Property"  shall have the meaning set forth in the Section
4.8.

         "Liens" shall mean liens, charges, pledges, security interests, claims,
mortgages, options, encumbrances, rights of first refusal, conditions, covenants
and other restrictions.

         "Losses" shall have the meaning set forth in the Section 7.1.

         "March  Financial  Statements"  shall have the meaning set forth in the
Section 4.3.

         "Market  Value" shall mean the value of RCG Common Stock  calculated as
the average  closing price of the RCG Common Stock for the ten (10) trading days
ending one trading day prior to the date of delivery by  Purchaser to Sellers of
the EBITDA Statement pursuant to Section 2.5(c) hereof.

         "Material Adverse Effect" shall mean a materially adverse effect on the
business, results of operations,  assets, liabilities or condition (financial or
otherwise) of the Companies and the  Subsidiaries  taken as a whole,  other than
any  change,  event or  occurrence  resulting  from  any  change  to the  extent
generally affecting the national or any local economy or the industries in which
the Companies and the Subsidiaries operate.

         "Material  Contracts"  shall have the  meaning set forth in the Section
4.10.

         "Material  Intellectual  Property" shall mean all Intellectual Property
that  is  material  to the  conduct  of  the  Companies'  or  its  Subsidiaries'
businesses  as  currently  conducted,  whether  owned,  licensed  or used by the
Companies or its Subsidiaries.

         "Materials  of  Environmental  Concern"  shall  mean  toxic  chemicals,
pollutants,  contaminants,  wastes,  toxic  substances,  petroleum and petroleum
products.

         "Order" shall mean any order,  judgment,  writ, injunction or decree of
any Governmental Authority

         "PBGC" shall mean the Pension Benefit Guaranty Corporation.

         "Percentage  Interest"  shall have the meaning set forth in the Section
2.2.

         "Permits" shall have the meaning set forth in the Section 4.12


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<PAGE>

         "Permitted  Investments"  shall have the  meaning  set forth in Section
4.16

         "Permitted  Liens" shall mean (i)  statutory  Liens  imposed by Law for
Taxes that are not yet due and payable,  (ii) landlords',  carriers',  vendors',
warehousemen's,  mechanics',  materialmen's,  repairmen's  or other  like  Liens
arising by operation of Law in the ordinary course of business,  consistent with
past practice, and with respect to amounts not overdue for a period of more than
45 calendar days or being  contested in good faith by  appropriate  proceedings,
(iii) pledges or deposits in connection with workers' compensation, unemployment
insurance  and  other  social   security  Laws,  (iv)  deposits  to  secure  the
performance of bids, trade contracts, leases, statutory obligations,  surety and
appeal bonds,  performance  bonds and other  obligations of like nature, in each
case, incurred in the ordinary course of business consistent with past practice,
(v) zoning laws and ordinances, easements, rights-of-way, restrictions and other
similar encumbrances which do not,  individually or in the aggregate,  interfere
with the use of the  relevant  assets  as being  used on the date  hereof,  (vi)
rights of any lessor of any leased  assets,  Liens  securing  capitalized  lease
obligations  and  purchase  money  obligations  not in default,  incurred in the
ordinary course of business, consistent with past practice, (vii) Liens pursuant
to the Companies'  credit facility with Sterling National Bank, and (viii) Liens
expressly  reflected in the Audited  Financial  Statements  (which have not been
discharged).

         "Person" shall mean any individual,  corporation,  partnership, limited
liability company,  joint venture,  estate, trust,  association or entity of any
kind whatsoever, including any Governmental Authority.

         "Plans" shall have the meaning set forth in the Section 4.4.

         "Pre-Closing Period" shall have the meaning set forth in Section 9.1.

         "Pre-Closing  Period Tax  Returns"  shall have the meaning set forth in
Section 9.3.

         "Purchase Price" shall have the meaning set forth in the Section 2.2.

         "Purchaser" shall have the meaning set forth in the Preamble.

         "Purchaser Indemnified Parties" shall have the meaning set forth in the
Section 7.1.

         "RCG" shall have the meaning set forth in the Preamble.

         "RCG Common Stock" shall mean the common stock, $.004 par value of RCG.

         "Real Property  Leases" shall have the meaning set forth in the Section
4.8.

         "Recipient" shall have the meaning set forth in Section 9.6.

         "Reserve Amounts" shall have the meaning set forth in Section 7.2.

         "Restrictive Covenant" shall have the meaning set forth in Section 6.2.


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         "RPI" shall have the meaning set forth in the Recitals.

         "Securities" shall have the meaning set forth in the Recitals.

         "Security  Liens" shall mean Liens solely to the extent  arising  under
any applicable federal or state securities laws.

         "Seller  Indemnified  Parties"  shall have the meaning set forth in the
Section 7.1.

         "Seller  Indemnifying  Party"  shall have the  meaning set forth in the
Section 7.6.

         "Seller Offset Amounts" shall have the meaning set forth in the Section
7.2.

         "Seller Transaction Agreements" shall have the meaning set forth in the
Section 4.21.

         "Sellers" shall have the meaning set forth in the Preamble.

         "Sellers'  Representative"  shall have the meaning set forth in Section
12.15.

         "Software" shall have the meaning set forth in the Section 4.5.

         "Statement" shall have the meaning set forth in the Section 2.4.

         "Stock Powers" shall have the meaning set forth in Section 3.2.

         "Stockholder  Agreement" shall mean that agreement by and among RPI and
each Seller.

         "Straddle Period" shall have the meaning set forth in Section 9.1.

         "Straddle  Period  Tax  Returns"  shall have the  meaning  set forth in
Section 9.3.

         "Subsidiaries" shall have the meaning set forth in the Recitals.

         "Subsidiary  Shares"  shall have the  meaning  set forth in the Section
4.2.

         "Surviving  ERISA  Claim"  shall have the  meaning set forth in Section
7.1.

         "Tax"  or  "Taxes"  shall  mean  (w) any and  all  taxes,  assessments,
customs,  duties,  levies,  fees,  tariffs,  imposts,   deficiencies  and  other
governmental  charges of any kind  whatsoever  (including,  but not  limited to,
taxes on or with  respect  to net or gross  income,  franchise,  profits,  gross
receipts,  capital, sales, use, ad valorem, value added, transfer, real property
transfer,   transfer  gains,   inventory,   capital  stock,  license,   payroll,
employment,  social  security,  unemployment,  severance,  occupation,  real  or
personal property, estimated taxes, rent, excise, occupancy,  recordation,  bulk
transfer,  intangibles,  alternative  minimum,  doing business,  withholding and
stamp),  together with any interest thereon,  penalties,  fines,  damages costs,
fees,  additions to tax or additional  amounts with respect thereto,  imposed by
the United States or any state or local or other  applicable  jurisdiction;  (x)


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any  liability or  obligations  to a  governmental  authority as a result of any
escheat  or similar  law,  (y) any  liability  for the  payment  of any  amounts
described  in clause (w) or (x) as a result of being a member of an  affiliated,
consolidated, combined, unitary or similar group or as a result of transferor or
successor liability;  and (z) any liability for the payments of any amounts as a
result  of  being a party to any Tax  Sharing  Agreement  or as a result  of any
express or implied  obligation to indemnify any other person with respect to the
payment of any amounts of the type described in clause (w), (x) or (y).

         "Tax Claim" shall have the meaning set forth in Section 9.6.

         "Tax Return" shall mean all returns (whether federal,  state,  local or
otherwise)  and  reports  (including   elections,   declarations,   disclosures,
schedules,   estimates  and  information   returns   (including  Form  1099  and
partnership  returns  filed on Form  1120-S))  required  to be supplied to a Tax
authority relating to Taxes.

         "Tax  Sharing  Agreements"  shall have the meaning set forth in Section
4.14.

         "Terminating  Breach"  shall have the  meaning set forth in the Section
11.1.

         "Termination  Date"  shall have the  meaning  set forth in the  Section
11.1.

         "Third  Party  Claim"  shall have the  meaning set forth in the Section
7.2.

         "Trade Secrets" shall have the meaning set forth in the Section 4.5.

         "Trademarks" shall have the meaning set forth in the Section 4.5.

         "Transaction  Agreements" shall mean this Agreement  (together with the
Exhibits  and  Schedules  hereto),  the Escrow  Agreement,  the  Directors'  and
Officers'   Release,   the  Employment   Agreements  and  any  other  documents,
certificates  or  agreements   executed  in  connection  with  the  transactions
contemplated hereby or thereby.

         "Transfer Taxes" shall have the meaning set forth in Section 9.7.

         "Unknown  Pre-Closing  Litigation"  shall have the meaning set forth in
Section 4.7.

         "Updated Information" shall have the meaning set forth in Section 6.7.

         "Working  Capital"  shall  mean  the  combined  current  assets  of the
Companies and the  Subsidiaries as of the Closing Date less the combined current
liabilities  of the  Companies and the  Subsidiaries  as of the Closing Date, in
each case determined in accordance with GAAP, consistently applied.


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                                   ARTICLE II

                         PURCHASE AND SALE OF SECURITIES

         2.1      Agreement to Purchase and Sell.  At the Closing,  and upon the
terms and subject to the  conditions  set forth in this  Agreement,  the Sellers
shall  sell,  assign,  transfer,  convey and deliver to the  Purchaser,  and the
Purchaser shall accept and purchase from the Sellers,  the Securities,  free and
clear of Liens other than Security Liens.

         2.2      Purchase  Price;   Consideration  Paid  to  Each  Seller.  The
aggregate  purchase  price to be paid by the Purchaser for the  Securities  (the
"Purchase  Price")  shall be  comprised of a payment in cash in an amount of ten
million ($10,000,000) dollars (the "Initial Purchase Price") plus the Contingent
Payments,  if any. The Initial Purchase Price shall be increased on a dollar for
dollar basis if, and to the extent,  the Working Capital is more than $2,000,000
and shall be decreased  on a dollar for dollar basis if, and to the extent,  the
Working  Capital is less than  $2,000,000.  Each  Seller  shall be  entitled  to
receive his  proportionate  share of the Initial  Purchase  Price based upon his
percentage  ownership  in the  Companies as set forth on Schedule  4.2(a).  (the
"Percentage Interest").

         2.3      Estimated Working Capital.

                  Not less than five (5) nor more than seven (7)  Business  Days
prior to the Closing  Date,  the Sellers  shall  deliver to the Purchaser a good
faith estimate of the Working Capital as of the close of business on the Closing
Date (the "Estimated Working  Capital"),  setting forth in reasonable detail the
calculation  thereof.  The  Estimated  Working  Capital  shall be  calculated in
accordance with GAAP.  Purchaser and its  accountants and other  representatives
shall have an  opportunity  to review and  comment  upon the  Estimated  Working
Capital.

         2.4      Determination of Final Working Capital.

                  (a)      As soon as  practicable,  but in no event  later than
120 calendar days after the Closing Date,  the Purchaser  shall review the books
and records of the Companies and  Subsidiaries  to determine the Working Capital
and shall prepare and deliver to Sellers a statement (the  "Statement")  setting
forth the Working Capital and setting forth in reasonable detail the calculation
thereof. The Working Capital shall be calculated in accordance with GAAP.

                  (b)      Sellers'  Representative  shall have 30 calendar days
following  receipt of the Statement  during which to dispute in writing any item
contained in the Statement. Such notice of dispute shall set forth in reasonable
detail the items disputed and Sellers'  Representative's  proposed adjustment to
such items.  If the  Sellers'  Representative  fails to notify the  Purchaser in
writing of any such dispute  within such 30-day period,  the Statement  shall be
the "Final  Statement."  If the  Sellers'  Representative  timely  notifies  the
Purchaser in writing of any such  dispute,  and the  Purchaser  and the Sellers'
Representative  cannot  resolve any such dispute  within 30 calendar  days after
receipt by Purchaser of such notice of dispute,  such dispute  shall be resolved
by a nationally  recognized  independent  accounting  firm mutually  selected by


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Purchaser and Sellers'  Representative (the "Independent  Accounting Firm"). The
determination  of the  Independent  Accounting Firm shall be made as promptly as
practicable and shall be final and binding on Purchaser and each of the Sellers.
Any fees and expenses  relating to the engagement of the Independent  Accounting
Firm shall be borne one-half by the Purchaser and one-half  collectively  by the
Sellers,  in  accordance  with  their  Percentage  Interests.  In the event of a
dispute, the Statement,  as modified by resolution by Purchaser and the Sellers'
Representative,  or by the  Independent  Accounting  Firm,  shall be the  "Final
Statement."  Following the issuance of the Statement until the Statement becomes
the Final  Statement,  Purchaser  shall make  available to the Sellers and their
representatives, such books and records of the Companies and the Subsidiaries as
Sellers may reasonably request.

                  (c)      If the  Working  Capital,  as set  forth in the Final
Statement is less than $2,000,000, the Sellers shall pay the Purchaser, no later
than five (5)  Business  Days from the date of such Final  Statement,  an amount
equal to such  difference in cash.  Each Seller shall be responsible  for paying
only such Seller's Percentage Interest of the difference to the Purchaser.

                  (d)      If the  Working  Capital,  as set  forth in the Final
Statement, is greater than $2,000,000,  then the Purchaser shall pay such excess
to the Sellers in accordance  with their  Percentage  Interests,  not later than
five (5) Business Days from the date of such Final Statement.

         2.5      Contingent Payments.

                  (a)      Subject to the terms and conditions set forth in this
Agreement,  the  Purchaser  shall make the following  payments (the  "Contingent
Payments")  after the Closing  Date to the  Sellers.  For each twelve (12) month
period  commencing  on the  first  day of July and  ending  on June 30,  (each a
"Contingent  Payment  Period"),  commencing  July 1, 2004 and ending on June 30,
2008 (i) if the EBITDA  exceeds  $2,500,000,  but is less than  $3,999,999,  the
Purchaser shall pay to the Sellers an amount equal to twenty-five  percent (25%)
of the amount by which EBITDA exceeds  $2,500,000 and (ii) if the EBITDA exceeds
$4,000,000,  the  Purchaser  shall pay to the  Sellers an amount  equal to fifty
percent (50%) of the entire EBITDA.

                  (b)      A Contingent  Payment  shall be paid by the Purchaser
as follows:  Together with the Purchaser's  delivery to the Sellers of an EBITDA
Statement for a Contingent  Payment Period as provided in Section 2.5(c) hereof,
the Purchaser  shall pay to the Sellers the aggregate  amount of the  Contingent
Payment, if any, with respect to such Contingent Payment Period, as set forth on
such EBITDA  Statement.  If the Sellers  object to the EBITDA  Statement  in the
manner  permitted  by Section  2.5(c)  hereof  and the amount of the  Contingent
Payment for such Contingent Payment Period is subsequently determined,  pursuant
to Section 2.5(c),  to be greater than the amount of the Contingent  Payment set
forth in such  EBITDA  Statement,  within  five (5)  Business  Days  after  such
determination,  the Purchaser shall pay to the Sellers such additional amount of
the Contingent Payment.

                  (c)      Promptly following the end of each Contingent Payment
Period,  the Purchaser shall cause audited  financial  statements to be prepared
for such period for the Companies and the Subsidiaries,  which audited financial
statements  shall be prepared in accordance with GAAP  consistently  applied Not
later than 90 calendar days after the end of each Contingent Payment Period, the


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<PAGE>

Purchaser shall deliver to the Sellers'  Representative  such audited  financial
statements  together with a statement (the "EBITDA Statement") setting forth the
EBITDA for such Contingent Payment Period and a calculation of the amount of the
Contingent  Payment,  if any, to be paid with respect to such Contingent Payment
Period,  setting forth in reasonable detail the calculation thereof. The Sellers
shall be deemed to have accepted the amounts and determinations set forth in the
EBITDA  Statement unless the Sellers'  Representative  delivers to the Purchaser
not later than 30 calendar days after receipt by the Sellers'  Representative of
the EBITDA  Statement a written notice listing in reasonable  detail those items
to which the Sellers take exception and their proposed adjustment to such items.
During  such  period,  the  Purchaser  shall  make  available  to  the  Sellers'
Representative and representatives of the Sellers, such books and records of the
Companies  and the  Subsidiaries  as  Sellers  may  reasonably  request.  If the
Sellers'  Representative  and the Purchaser are unable,  within 15 calendar days
after  receipt  by the  Purchaser  of the  objection  notice  from the  Sellers'
Representative,  to resolve the disputed  exceptions,  such disputed  exceptions
will be referred to the Independent  Accounting Firm. The Independent Accounting
Firm shall,  within 30 calendar days  following its  engagement,  deliver to the
Sellers'  Representative  and the Purchaser a written  report  determining  such
disputed exceptions,  and its determinations will be conclusive and binding upon
Purchaser and each of the Sellers for the purposes of determining  the amount of
such  Contingent  Payment,  if  any.  In the  event  of a  dispute,  the  EBITDA
Statement,   as  modified  by   resolution   by   Purchaser   and  the  Sellers'
Representative, or by the Independent Accounting Firm shall be the "Final EBITDA
Statement."  The fees and expenses of the  Independent  Accounting Firm shall be
shared one-half by Purchaser and one-half collectively by Sellers, in accordance
with their Percentage Interest.

                  (d)      The  Contingent  Payment  shall be paid to Sellers in
cash,  provided  that,  RCG or Purchaser,  at their  option,  but subject to the
provisions  set forth on Schedule  2.5(d) may pay part or all of any  Contingent
Payment by issuing to the Sellers, in proportion to their Percentage  Interests,
shares of RCG Common Stock  registered  for resale,  provided  that (i) any such
stock payment shall in no event have an aggregate  Market Value greater than 50%
of such Contingent Payment and (ii) no such stock may be issued to any Seller if
such  issuance,  when added to all other  shares of RCG stock then  beneficially
owned by such Seller, would cause such Seller to beneficially own more than 4.9%
of all of the then  issued  and  outstanding  stock of RCG and (iii) in no event
will RCG issue, in connection with this Agreement, without shareholder approval,
more than  19.9% of its shares of Common  Stock  outstanding  as of the  Closing
Date. Each Seller  acknowledges  and agrees that he will not in any day sell any
RCG Common  Stock the amount of which  would be in excess of 20% of the  average
trading  volume of RCG Common  Stock for the five (5)  consecutive  trading days
prior to any such sale.  Each Seller  acknowledges  and agrees that he is acting
individually,  and not as part  of any  "group"  as  defined  in the  Securities
Exchange Act of 1934, as amended.  The Contingent  Payment shall be paid to each
of the Sellers in accordance with his Percentage Interest,  provided that in the
event a Seller shall have forfeited his rights to any  Contingent  Payment under
the  terms of such  Seller's  Employment  Agreement,  such  Seller  shall not be
entitled to such forfeited Contingent Payment which shall be reallocated equally
among the remaining Seller or Sellers then employed by Purchaser.


                                     - 11 -
<PAGE>

         2.6      Escrow  Agreement.  At the  Closing,  the  Purchaser  and  the
Sellers shall enter into an escrow  agreement,  by and among the Purchaser,  the
Escrow  Agent and the  Sellers,  substantially  in the form  attached  hereto as
Exhibit B (the "Escrow Agreement").  At the Closing, the Purchaser shall deliver
to the Escrow Agent the Escrow  Amount which shall be held in an escrow  account
in  accordance  with the terms of the Escrow  Agreement  for a period of one (1)
year from the Closing Date (the "Escrow Period") for the purpose of securing the
Sellers' indemnification obligations hereof. On the date which is six (6) months
after the date of the Escrow Agreement,  one-half of the Escrow Amount, less (i)
any  amounts  previously  paid in respect of a claim and (ii) any  amounts  then
subject to an  unresolved  claim,  pursuant  to the Escrow  Agreement,  shall be
distributed to Sellers in proportion to their respective  Percentage  Interests;
provided,  if a Seller voluntarily  terminates his Employment  Agreement without
Good Reason, or for Cause or Disability,  such Seller's  Percentage  Interest in
the Escrow  Amount shall remain in escrow for an  additional  one year from each
release date.  The Escrow Amount  remaining at the end of the Escrow Period that
is not then  subject to an  unresolved  claim  pursuant to the Escrow  Agreement
shall be distributed to the Sellers in proportion to their respective Percentage
Interests pursuant to terms of the Escrow Agreement.

         2.7      Allocation  of Purchase  Price.  The  Purchase  Price shall be
allocated  among the  Securities as agreed by Purchaser and Sellers prior to the
Closing.  Sellers,  RCG and Purchaser  agree to be bound by such  allocation and
will not take any position  inconsistent  with such allocation and will file all
returns  and  reports  with  respect to the  transactions  contemplated  by this
Agreement,  including all federal,  state and local tax returns, on the basis of
such allocation, unless otherwise required by a Governmental Authority.

                                  ARTICLE III

                                     CLOSING

         3.1      Closing.  The  consummation of the  transactions  contemplated
hereby (the "Closing")  shall take place at the offices of  Sonnenschein  Nath &
Rosenthal  LLP,  1221 Avenue of the  Americas,  New York,  NY 10020-1089 or such
other place or manner as the parties shall agree as soon as practicable,  but in
any event  within five (5)  Business  Days after the day on which the last to be
fulfilled or waived of the conditions set forth in Article IX hereof (other than
those  conditions  that by their nature are to be fulfilled at the Closing,  but
subject to the fulfillment or waiver of such  conditions)  shall be fulfilled or
waived in accordance  with this  Agreement or at such other place and time or on
such other date as the parties  hereto may  mutually  agree in writing (the date
upon which the Closing  actually  occurs is referred to herein as the  ("Closing
Date").  The Closing  shall be effective  as of 12:01 a.m. on the Closing  Date.
Written notice shall be promptly delivered by the Purchaser to the Sellers,  and
by the  Sellers  to the  Purchaser,  when such  conditions  to their  respective
obligations  to  consummate  the  transactions  contemplated  hereby  have  been
fulfilled or waived.

         3.2      Sellers' Closing Deliveries. At the Closing and simultaneously
with the Purchaser's deliveries hereunder, the Sellers shall deliver or cause to
be delivered to the Purchaser:


                                     - 12 -
<PAGE>

                  (a)      stock   certificates    representing   all   of   the
Securities,  accompanied  by stock or similar  powers duly  endorsed in blank or
accompanied by duly executed instruments of transfer (the "Stock Powers").

                  (b)      the   Employment   Agreements,   duly   executed   by
Gutterman, Caliguiri and Cohen, as applicable;

                  (c)      the Escrow Agreement, duly executed by the Sellers;

                  (d)      certificates  duly  executed by the Sellers as to the
satisfaction of the conditions set forth in Sections 10.2(a), (b) and (c);

                  (e)      a certificate  duly executed by respective  Secretary
of the Companies and the Subsidiaries  certifying the  organizational  documents
and all amendments thereto of the Companies and each of the Subsidiaries;

                  (f)      a  certificate  certifying  the  existence  and  good
standing of each of the Companies and the  Subsidiaries  issued by the Secretary
of State of the State where it is incorporated, formed or created and each State
in which it is qualified to do business as a foreign  corporation or trust, each
as of a recent date;

                  (g)      duly executed  copies of those  Consents set forth on
Schedule 4.9(b);

                  (h)      resignations  as directors,  duly executed by each of
those persons serving as directors of the Companies and each of the Subsidiaries
immediately  prior to the Closing (such  resignations  shall be effective either
before or upon the consummation of the Closing);

                  (i)      duly executed releases from each of the directors and
officers of the Companies and the Subsidiaries,  in each case,  substantially in
the form attached hereto as Exhibit D (the "Directors' and Officers' Releases");

                  (j)      duly  executed  spousal  consents  for  each  of  the
Sellers to the extent required;

                  (k)      a cross-receipt duly executed by the Sellers;

                  (l)      the stock  books,  stock  ledgers,  minute  books and
corporate seals of each of the Companies and the Subsidiaries;

                  (m)      all   such   other   certificates,    documents   and
instruments as the Purchaser  shall  reasonably  request in connection  with the
consummation of the transactions contemplated by this Agreement.


                                     - 13 -
<PAGE>

         3.3      Purchaser's   Closing   Deliveries.   At  the   Closing,   and
simultaneous with the Sellers' deliveries hereunder, the Purchaser shall deliver
or cause to be delivered the following:

                  (a)      cash  in an  amount  equal  to the  Initial  Purchase
Price,  less Escrow  Amount,  by wire  transfer to the bank  account or accounts
designated in writing by Sellers;

                  (b)      cash in an amount equal to the Escrow  Amount by wire
transfer to a bank account designated by the Escrow Agent;

                  (c)      the Employment Agreements duly executed by Purchaser;

                  (d)      the Escrow Agreement, duly executed by the Purchaser;

                  (e)      certificates of the Chief  Executive  Officer of each
of RCG and the Purchaser certifying as to the satisfaction of the conditions set
forth Sections 10.3(a) and (b);

                  (f)      a cross-receipt duly executed by the Purchaser;

                  (g)      certified  resolutions  of the Board of  Directors of
each of RCG and Purchaser and, if such shareholder approval is required,  of the
shareholders of RCG,  evidencing that RCG and Purchaser have taken all corporate
action  necessary to authorize the execution and delivery of this  Agreement and
the Transaction Documents and the consummation of the transactions  contemplated
hereby and thereby;

                  (h)      a  certificate  certifying  the  existence  and  good
standing of Purchaser  issued by the Secretary of State of the State of Delaware
and each state where it is  qualified  to do business as a foreign  corporation;
and

                  (i)      all   such   other   certificates,    documents   and
instruments  as the Sellers  shall  reasonably  request in  connection  with the
consummation of the transactions contemplated by the Agreement.

                                   ARTICLE IV

                  REPRESENTATIONS AND WARRANTIES OF THE SELLERS

         The   Sellers  hereby  represent  and  warrant  to  the  Purchaser  the
following:

         4.1      Corporate Organization; Authority; No Violation.

                  (a)      Except as set forth on Schedule  4.1(a),  each of the
Companies and the  Subsidiaries  is a  corporation,  duly  organized or created,
validly  existing and in good  standing  under the laws of its  jurisdiction  of
organization and has all requisite  corporate power and authority to own, lease,
operate or otherwise hold its properties and assets and to carry on its business
as now being  conducted.  Each of the  Companies  and the  Subsidiaries  is duly
qualified or licensed and in good standing as a foreign corporation,  authorized
to do business  under the Laws of each  jurisdiction  where the character of the


                                     - 14 -
<PAGE>

properties  owned,  leased or used by it or the nature of its  activities  makes
such  qualification  or licensing  necessary,  except where the failure to be so
qualified or licensed, would not have a Material Adverse Effect. Schedule 4.1(a)
sets forth a true,  complete and correct list of all jurisdictions in which each
of the Companies and the  Subsidiaries is presently  qualified or licensed to do
business.

                  (b)      True,  correct and complete copies of the articles of
incorporation  of the Companies  (the  "Companies  Articles")  and bylaws of the
Companies (the "Companies Bylaws") and the charter documents and bylaws (and all
amendments thereto),  of each of the Subsidiaries,  each as currently in effect,
have been made available to Purchaser. The Companies are not in violation of any
term of the Companies Articles or the Companies Bylaws. None of the Subsidiaries
is in violation of any term of its charter documents or bylaws.

                  (c)      The  Transaction  Agreements and the  consummation of
the  transactions  contemplated  hereby  and  thereby,  do not and  will not (i)
conflict with or result in a breach of any provision of the Companies  Articles,
Companies Bylaws, deed of trust or comparable organizational documents of any of
the Subsidiaries; (ii) subject to obtaining any Consents, materially violate, or
conflict with, or result in a material breach of any provisions of or constitute
a  default  (or an event  which,  with  notice  or lapse of time or both,  would
constitute  a  default)   under,  or  give  rise  to  a  right  of  termination,
cancellation,  modification or acceleration of the performance  required by or a
loss of a benefit under, any material note, bond, mortgage,  indenture,  deed of
trust, lease, license, Permit,  franchise,  agreement,  commitment,  contract or
other instrument or obligation to which the Companies or any of the Subsidiaries
is a party or by which its  properties  are bound or affected;  (iii) violate in
any material  respect any Laws or material Order  applicable to the Companies or
any of the  Subsidiaries,  or by  which  any of  their  properties  is  bound or
affected;  or (iv) result in the creation of any material  Lien or Asset Lien on
any Business Assets.

         4.2      Capitalization.

                  (a)      The authorized,  issued and outstanding capital stock
of the  Companies  consists  solely of  shares  of Common  Stock as set forth on
Schedule 4.2(a).  The Securities are all of the issued and outstanding shares of
Common Stock and are owned of record and beneficially by the Sellers. The number
of shares of Common Stock owned by each of the Sellers on the date hereof is set
forth on Schedule  4.2(a).  The Securities have been duly authorized and validly
issued, and are fully paid and  nonassessable.  None of the Securities have been
issued in violation of any preemptive or subscription  rights,  or is subject to
any preemptive or subscription rights.

                  (b)      Schedule  4.2(b)  sets  forth  a  true,  correct  and
complete  description of the name,  jurisdiction  of  organization  or creation,
authorized and outstanding  capitalization  and ownership thereof of each of the
Subsidiaries. All of the issued and outstanding shares of capital stock or other
equity or beneficial interests of the Subsidiaries (the "Subsidiary Shares") are
owned  of  record  and  beneficially  by  Response  Personnel,   Inc..  Response
Personnel,  Inc.  has good and valid title to the  Subsidiary  Shares,  free and
clear of all Liens except Securities Liens. Each issued and outstanding share of
capital  stock or other equity  interests of each of the  Subsidiaries  has been
duly authorized and validly issued, is fully paid and nonassessable, and has not
been  issued  in  violation  of,  and is  not  subject  to,  any  preemptive  or
subscription rights. Other than the Subsidiaries, neither the Companies, nor the
Subsidiaries,  owns capital stock or other equity or beneficial interests in any
entity.


                                     - 15 -
<PAGE>

                  (c)      Except as set forth on Schedule 4.2(c),  (i) there is
no option, warrant or other right, agreement,  arrangement, or commitment of any
kind  whatsoever  to which the Companies or any of the  Subsidiaries  is a party
relating to the issued or unissued  capital  stock or other equity or beneficial
interests  of  the  Companies  or  any of the  Subsidiaries  or  obligating  the
Companies or any  Subsidiaries to grant,  issue or sell any share of the capital
stock or other equity or  beneficial  interests  of any of the  Companies or the
Subsidiaries by sale, lease, license on otherwise;  (ii) there is no obligation,
contingent or  otherwise,  of any of the  Companies or the  Subsidiaries  to (A)
repurchase,  redeem or otherwise acquire any share of the capital stock or other
equity or beneficial  interests of any of the Companies or the Subsidiaries,  or
(B) provide funds to, or make any investment in (in the form of a loan,  capital
contribution  or  otherwise),  or  provide  any  guarantee  with  respect to the
obligations  of any of the  Companies or the  Subsidiaries  or any other person;
(iii) neither the Companies nor the Subsidiaries,  directly or indirectly, owns,
or has agreed to  purchase or  otherwise  acquire,  the  capital  stock or other
equity  or  beneficial  interests  of,  or  any  interest  convertible  into  or
exchangeable  or exercisable for such capital stock or such equity or beneficial
interests  of any  corporation  or other  entity;  (iv)  there is no  agreement,
arrangement,  contract or other commitment of any kind whatsoever (contingent or
otherwise) pursuant to which any person is or may become entitled to receive any
payment  from  the  Companies  or the  Subsidiaries  based  on the  revenues  or
earnings,  or  calculated  in  accordance  therewith,  of the  Companies  or the
Subsidiaries;   (v)  there  is  no  voting  trust,  proxy  or  other  agreement,
arrangement, contract or other commitment of any kind whatsoever to which any of
the Companies or the  Subsidiaries  is a party, or by which any of the Companies
or the Subsidiaries,  or any of their respective  properties or assets, is bound
with  respect  to the voting of any share of  capital  stock or other  equity or
beneficial interest of any of the Companies or the Subsidiaries;  and (vi) there
are no outstanding  rights,  subscriptions,  warrants,  puts, calls,  preemptive
rights,  options or other  agreements,  instruments or  undertakings of any kind
relating to any capital  stock or other equity  security of any of the Companies
or the  Subsidiaries,  and there is no security of any kind  convertible into or
exchangeable for any such capital stock or other equity or beneficial interest.

                  (d)      Upon   delivery  to   Purchaser  at  the  Closing  of
certificates  representing the Securities  pursuant to Section 4.2(a) hereof and
payment by  Purchaser of the Purchase  Price  therefore  pursuant to Section 2.2
hereof, Purchaser shall acquire and receive all right, title and interest in and
to all of the issued and  outstanding  shares of capital stock of the Companies,
free and clear of all Liens except Security Liens.

         4.3      Financial Statements.

                  (a)      Attached as Schedule 4.3(a) are the audited  combined
financial  statements  and combined  supplementing  information,  including  the
balance  sheets of the  Companies and the  Subsidiaries  as of December 31, 2003
(the "2003 Balance Sheet"),  and as of December 31, 2002 and 2001, together with
audited combined  statements of income and retained  earnings and cash flows for
each of the years then ended, all certified by the Companies' independent public
accountants,  whose reports thereon are included therein (the "Audited Financial
Statements").


                                     - 16 -
<PAGE>

                  (b)      Attached as Schedule  4.3(b) are the draft  unaudited
combined financial statements and combined supplementing information,  including
the balance sheets of the Companies and the  Subsidiaries  as of March 31, 2004,
together with the unaudited combined  statements of income and retained earnings
and cash flows for the  three-month  period  then ended  (the  "March  Financial
Statements").

                  (c)      The  Audited  Financial   Statements  and  the  March
Financial  Statements  have been prepared from,  and are in accordance  with the
books and records of the Companies and the  Subsidiaries,  have been prepared in
accordance with GAAP applied on a consistent  basis during the periods  involved
(except as may be stated in the notes  thereto  and  except,  in the case of the
March Financial  Statements,  for normal and recurring year-end  adjustments and
the absence of footnote  disclosure),  and fairly present the financial position
and the results of operations,  stockholders' equity and cash flows (and changes
in financial  position,  if any) of the Companies and the Subsidiaries as of the
times and for the periods referred to therein.

         4.4      Directors, Officers, Employees, Employee Benefit Plans; ERISA.

                  (a)      Schedule 4.4(a) contains a complete and accurate list
as of the date hereof of the name, title, current annual base salary and bonuses
paid or earned with respect to the last  completed  fiscal year for each current
employee, independent contractor,  director and officer of the Companies and the
Subsidiaries.

                  (b)      Except as set forth on Schedule 4.4(b), since January
1, 2001,  there has not been,  nor to  Sellers'  Knowledge  is there  pending or
threatened, (i) any labor dispute between the Companies and the Subsidiaries and
any labor organization,  or any strike,  slowdown,  jurisdictional dispute, work
stoppage or other similar organized labor activity involving any employee of the
Companies and the  Subsidiaries or affecting the Companies and the  Subsidiaries
or (ii) any union organizing,  or election activity  involving,  any employee of
the Companies and the Subsidiaries.

                  (c)      Except as set forth on Schedule 4.4(c),  there exists
no pending or to the Knowledge of Sellers,  threatened  lawsuit,  administrative
proceeding or  investigation  between any of the Companies and the  Subsidiaries
and any current or former director, officer or employee of the Companies and the
Subsidiaries, including any claim for wrongful termination, breach of express or
implied contract of employment or for violation of equal employment  opportunity
laws.  There  exists no pending  or, to the  Knowledge  of  Sellers,  threatened
lawsuit,  administrative  proceeding or  investigation  of the Companies and the
Subsidiaries  or any  employee  thereof  regarding  allegations  of hostile work
environment, sexual discrimination or racial discrimination.

                  (d)      Schedule  4.4(d) sets forth a true and complete  list
of each bonus, deferred compensation,  incentive  compensation,  stock purchase,
stock option,  severance or termination pay,  hospitalization  or other medical,
life or other insurance,  supplemental  unemployment  benefits,  profit-sharing,
pension or retirement plan,  program,  agreement or arrangement,  and each other
employee  benefit plan,  program,  agreement or arrangement,  or any employment,
severance, consulting or similar agreement, sponsored, maintained or contributed
to or required to be  contributed  to, or entered  into by the  Companies or any


                                     - 17 -
<PAGE>

Subsidiaries for the benefit of any employee or former employee,  or director or
former  director,  of the  Companies  or any  Subsidiaries,  whether  formal  or
informal  (collectively,  the "Plans").  Schedule 4.4(d)  identifies each of the
Plans  that is an  "employee  benefit  plan," as that term is defined in Section
3(3) of ERISA (such  plans being  hereinafter  referred to  collectively  as the
"ERISA Plans").  Except as set forth on Schedule  4.4(d),  neither the Companies
nor any  Subsidiaries  have any  commitment  to create  any  additional  Plan or
materially increase the benefits provided under any existing Plan.

                  (e)      None of the  Companies,  any Subsidiary nor any trade
or business (an "ERISA  Affiliate"),  that together with the Companies  would be
deemed a "single  employer"  within the  meaning  of  Section  4001(b) of ERISA,
currently sponsors,  maintains or contributes to, or at any time within the last
six (6) years has sponsored,  maintained or contributed to, any employee pension
benefit  plan (as  defined in Section  3(2) of ERISA) that is subject to Section
412 of the Code or Title IV of ERISA (including any described in Section 4063(a)
of ERISA).

                  (f)      Neither the  Companies nor the  Subsidiaries  nor any
ERISA Plan, nor any trust created thereunder nor, to the Sellers' Knowledge, any
trustee or  administrator  of any such ERISA plan,  has engaged in a transaction
with respect to any ERISA Plan that could subject the Companies,  any Subsidiary
or  any  ERISA  Plan  or  such  trust  created  thereunder  (whether  by  way of
indemnification  or otherwise),  to either a civil penalty assessed  pursuant to
Section 409 or 502(i) of ERISA or a tax imposed pursuant to Section 4975 or 4976
of the Code.

                  (g)      Full  payment has been made of all  amounts  that the
Companies or any  Subsidiaries  is required to pay under the terms of each ERISA
Plan as of the last day of the most recent Plan year thereof  ended prior to the
date of this  Agreement,  and all such  amounts  properly  accrued  through  the
Closing  Date with  respect to the current plan year thereof will be paid by the
Companies or the applicable Subsidiaries on or prior to the Closing Date or will
be  properly  recorded  in  the  Companies'  combined  financial  statements  in
accordance with GAAP consistently applied.

                  (h)      Each ERISA Plan that is  intended  to be  "qualified"
within  the  meaning  of Section  401(a) of the Code has  received  a  favorable
determination  letter to the effect that it is so qualified-and  that the trusts
maintained thereunder are exempt from taxation under Section 501(a) of the Code,
and neither the  Companies nor the Sellers are aware of any  circumstances  that
could result in such Plan no longer being  qualified.  All such ERISA Plans have
been  amended for the Tax Laws  commonly  known as "GUST" and  "EGTRRA" and each
such  ERISA  Plan has been  submitted  to the  Internal  Revenue  Service  for a
favorable  determination  letter within the remedial amendment period prescribed
under GUST.

                  (i)      Except  as set  forth  on  Schedule  4.4(i),  no Plan
provides welfare  benefits,  including death or medical benefits (whether or not
insured),  with respect to current or former  employees of the  Companies or any
Subsidiaries beyond their retirement or other termination of service (other than
coverage  mandated  by  applicable  Laws),  and neither  the  Companies  nor any
Subsidiaries  has any binding  obligation  to provide  any  employee or group of
employees  with any such  benefits  upon  their  retirement  or  termination  of
employment.


                                     - 18 -
<PAGE>

                  (j)      Except as set forth on Schedule  4.4(j),  neither the
execution and delivery of this  Agreement by the Sellers nor the  performance by
the  Sellers  of  this  Agreement  nor  the  consummation  of  the  transactions
contemplated hereby will (i) entitle any current or former director,  officer or
employee of the Companies or the  Subsidiaries  to severance  pay,  unemployment
compensation or any other payment from the Companies or any  Subsidiaries,  (ii)
accelerate  the  time  of  payment  or  vesting,   or  increase  the  amount  of
compensation due any such director,  officer or employee, or (iii) result in any
prohibited  transaction described in Section 406 of ERISA or Section 4975 of the
Code with respect to any ERISA Plan for which an exemption is not available.  No
amounts  payable under the Plans will fail to be deductible  for federal  Income
tax purposes by virtue of Section 162(a)(1) or 280G of the Code.

         4.5      Intellectual Property.

                  (a)      As used  herein,  the  term  "Intellectual  Property"
means the following  items,  in each case held for use in, used in, or necessary
for the businesses of the Companies and the Subsidiaries as currently conducted:
trademarks,  service marks, trade names, Internet domain names, designs,  logos,
slogans,  and general  intangibles  of like nature,  together with all goodwill,
registrations   and  applications   related  to  the  foregoing   (collectively,
`Trademarks");  patents and industrial  designs  (including  any  continuations,
divisionals,  continuations-in-part renewals, reissues, and applications for any
of the foregoing);  copyrights (including any registrations and applications for
any of the foregoing);  Software;  "mask works" (as defined under 17 U.S.C.  ss.
901) and any registrations and applications for "mask works"; technology,  trade
secrets and other confidential  information,  know-how,  proprietary  processes,
inventions,  formulae,  algorithms,  models,  and  methodologies  (collectively,
"Trade Secrets"); and rights of publicity and privacy relating to the use of the
names,  likenesses,  voices,  signatures  and  biographical  information of real
persons,  As used  herein,  the term  "Software"  means any and all (i) computer
programs (other than "off-the-shelf" or shrink-wrap  software),  including,  but
not limited to, any and all software  implementation  of algorithms,  models and
methodologies,  whether in source  code or object code form,  (ii)  computerized
databases and compilations of data, and (iii) all documentation,  including, but
not limited to, user  manuals  and  training  materials,  relating to any of the
foregoing.

                  (b)      Schedule  4.5(b)  sets  forth  a true,  complete  and
accurate list of all U.S. and foreign (i) patents and patent applications;  (ii)
trademark  registrations,  trademark applications and Internet domain names; and
(iii)  copyright  and mask  work  registrations  and  copyright  and  mask  work
applications.

                  (c)      Except  as set  forth  on  Schedule  4.5(c),  (i) the
Companies or one of the  Subsidiaries  owns or has the right to use all Material
Intellectual  Property and, to the Sellers'  Knowledge,  all other  Intellectual
Property,  free and clear of all Liens and Asset Liens and (ii) the Companies or
one of the  Subsidiaries  is listed in the  records  of the  appropriate  United
States,  state, or foreign registry as the sole current owner of record for each
application  and  registration   listed  on  Schedule  3.5(b),   and  (iii)  any
registrations or applications for Material  Intellectual  Property owned or used
by the  Companies  and the  Subsidiaries,  and, to the Sellers'  Knowledge,  any
registrations or applications for any other Intellectual  Property owned or used
by the Companies and the Subsidiaries, is valid and subsisting, is in full force
and effect and has not been cancelled, expired or abandoned. With respect to any


                                     - 19 -
<PAGE>

assets,  rights or  properties,  an "Asset  Lien"  shall mean all  restrictions,
rights  of  first  refusal,  conditions,   covenants  and  similar  rights  that
materially  impair the use of such asset,  right or property by the Companies or
the  Subsidiaries  in  connection  with the  conduct  of the  Companies'  or the
Subsidiaries' businesses.

                  (d)      Schedule  4.5(d)  sets  forth,  with  respect  to the
Material  Intellectual  Property,  a true,  complete  and  accurate  list of all
Software   (other  than  readily   available,   "off-the-shelf"   commercial  or
shrink-wrap  software  programs having an acquisition price of less than $5,000)
which is  owned,  licensed  or  leased by the  Companies  and the  Subsidiaries,
describing which Software is owned,  licensed or leased, as the case may be. The
Software  owned by the  Companies  and the  Subsidiaries  was  developed  by (i)
employees of the Companies or the Subsidiaries or (ii)  independent  contractors
who have created such Software as "work for hire" (as such term is defined in 17
U.S.C.  ss. 101) and/or  assigned their rights in such Software to the Companies
or the Subsidiaries by written agreement.

                  (e)      Schedule  4.5(e)  sets  forth  a true,  complete  and
accurate list of all agreements  (whether oral or written,  and whether  between
the Companies or  inter-corporate) to which the Companies or the Subsidiaries is
a party or  otherwise  bound,  (i)  granting  or  obtaining  any right to use or
practice  any  rights  under any  Material  Intellectual  Property  (other  than
licenses  for  readily  available,  "off-the-shelf'  commercial  or  shrink-wrap
software  programs  having an  acquisition  price of less than $5,000),  or (ii)
restricting  the  Companies'  or the  Subsidiaries'  rights to use any  Material
Intellectual  Property or, to the  Sellers'  knowledge,  any other  Intellectual
Property,  including,  but  not  limited  to,  license  agreements,  development
agreements,  distribution  agreements,  settlement  agreements,  consent  to use
agreements,  and covenants not to sue (collectively,  the "License Agreements").
No  royalties  or other  fees  (other  than  fees of the  appropriate  agency or
government  office for  maintaining  and  protecting  the Material  Intellectual
Property or other  Intellectual  Property)  are payable by the  Companies or the
Subsidiaries  to any third  parties for the use of or right to use any  Material
Intellectual  Property or, to the  Sellers'  knowledge,  any other  Intellectual
Property except pursuant to the License  Agreements.  The License Agreements are
valid and binding obligations of the Companies or the Subsidiaries,  enforceable
in accordance with their respective terms except as  enforceability  thereof may
be limited by bankruptcy,  insolvency,  fraudulent  conveyance,  reorganization,
moratorium,  or other  similar  Laws now or  hereafter  in  effect  relating  to
creditors'  rights generally or by general  principles of equity  (regardless of
whether  enforceability  is considered in a proceeding at law or in equity).  To
the Sellers' Knowledge,  there exists no event or condition which will result in
a material  violation or breach of or constitute  (with or without due notice or
lapse of time or both) a default by the Companies or the Subsidiaries or, to the
Sellers' Knowledge, the other party thereto, under any such License Agreements.

                  (f)      Except  as  set  forth  on  Schedule  4.5(f),  to the
Sellers'  Knowledge,  there has been no prior use of the Trademarks by any third
party  that  would  confer  upon  said  third  party  superior  rights  in  such
Trademarks. The Companies and the Subsidiaries have used commercially reasonable
efforts to police the Trademarks  against  third-party  infringement in order to
maintain the validity of such Trademarks.


                                     - 20 -
<PAGE>

                  (g)      Except as set forth on Schedule  4.5(g),  there is no
pending or, to the Sellers'  Knowledge,  threatened claim, suit,  arbitration or
other adversarial  proceeding before any court,  agency,  arbitral tribunal,  or
registration authority,  in any jurisdiction,  and neither the Companies nor the
Subsidiaries  have  received  written  notice  regarding  any of the  foregoing,
involving the  Intellectual  Property owned by the Companies or the Subsidiaries
or,  to the  Sellers'  knowledge,  the  Intellectual  Property  licensed  to the
Companies or the Subsidiaries,  including,  but not limited to, any claim, suit,
arbitration or other adversarial  proceeding alleging that the activities or the
conduct of the Companies' or the Subsidiaries' business infringes upon, violates
or  constitutes  the  unauthorized  use of the  intellectual  property  or other
proprietary  rights of any third  party or  challenging  the  Companies'  or the
Subsidiaries'  ownership or use of any Intellectual  Property,  or the validity,
enforceability or registrability of any Intellectual Property.

                  (h)      To  the  Sellers'   Knowledge,   no  third  party  is
misappropriating,  infringing,  diluting or violating any Material  Intellectual
Property  and  no  such  claims,   suits,   arbitrations  or  other  adversarial
proceedings  have been  brought or  threatened  against  any third  party by the
Companies or the Subsidiaries.

                  (i)      To Sellers' Knowledge,  the conduct of the Companies'
and the Subsidiaries' businesses as currently conducted does not misappropriate,
infringe  upon  (either  directly  or  indirectly  such as through  contributory
infringement  or  inducement  to infringe) or dilute any  intellectual  property
rights owned or controlled by any third party.

                  (j)      Except as set forth on Schedule 4.5(j), the Companies
and the Subsidiaries take reasonable  measures to protect the confidentiality of
Trade Secrets. To the Sellers' knowledge,  no Trade Secret has been disclosed or
authorized  to be disclosed to any third party other than  pursuant to a written
confidentiality  and non-disclosure  agreement.  To the Sellers'  knowledge,  no
party to any non-disclosure agreement relating to its Trade Secrets is in breach
or default thereof.

                  (k)      Except  as set  forth  on  Schedule  4.5(k),  (i) the
consummation  of  the  transactions   contemplated  by  this  Agreement  or  the
Transaction  Agreements  will  not  result  in the  loss  or  impairment  of the
Purchaser's  rights to own, use, or bring any action for the infringement of any
of the Material  Intellectual  Property,  nor will such consummation require the
consent of any third party in respect of any Material  Intellectual Property and
(ii)  to  the  Sellers'   Knowledge,   the   consummation  of  the  transactions
contemplated by this Agreement or the Transaction  Agreements will not result in
the loss or  impairment  of the  Purchaser's  rights to own,  use,  or bring any
action for the infringement of any of the other Intellectual  Property, nor will
such consummation require the consent of any third party in respect of any other
Intellectual  Property.  No  current  or  former  director,  officer,  employee,
contractor or consultant  of the  Companies or the  Subsidiaries  (or any of its
predecessors  in  interest)  will,  after  giving  effect  to  the  transactions
contemplated by this Agreement or the Transaction Agreements,  own or retain any
rights to use any of the  Material  Intellectual  Property  or, to the  Sellers'
Knowledge, any Intellectual Property.


                                     - 21 -
<PAGE>

         4.6      Assets.

                  (a)      Schedule  4.6(a)  sets  forth  a  true,  correct  and
complete list of all tangible  assets,  properties  and rights owned,  leased or
licensed by the Companies or any of the Subsidiaries having a value in excess of
$10,000. All of the buildings,  improvements,  machinery and equipment currently
used in connection with the businesses of the Companies and the Subsidiaries are
in good and working  condition and repair to permit the continual  operation and
conduct of the  businesses of the Companies  and its  Subsidiaries  as presently
conducted,  ordinary  wear and tear  excepted.  Except as set forth on  Schedule
4.6(a),  the  Companies  and the  Subsidiaries  have good and valid title to all
assets,  properties  and  rights  owned by the  Companies  and the  Subsidiaries
reflected  in the  Audited  Financial  Statements  (except  inventory  and other
properties  disposed of in the ordinary  course of business  since  December 31,
2003, and accounts  receivable paid since December 31, 2003),  free and clear of
all Liens and Asset Liens, except for Permitted Liens.

                  (b)      All material assets, properties, interests and rights
used or held for use in the conduct of the  businesses  of the Companies and the
Subsidiaries  (the  "Business  Assets")  are owned,  leased or  licensed  by the
Companies and the Subsidiaries.  The Business Assets include all of the material
assets, properties, interests and rights material to, or used for the conduct of
the businesses of the Companies and the Subsidiaries as presently conducted. The
Companies  and  the  Subsidiaries  have  such  technology   sufficient  for  the
operations of its business as it is presently  conducted.  The Companies and the
Subsidiaries have the right to use all of the assets, properties,  interests and
rights  used  in  the  conduct  of  the  businesses  of the  Companies  and  the
Subsidiaries  as presently  conducted,  notwithstanding  any Asset Liens on such
assets, properties, interests and rights.

         4.7      Litigation.

                  (a)      Except  as  set  forth  on  Schedule   4.7,  (i)  the
Companies or the Subsidiaries have not received written notice of any pending or
threatened Action and, to the Sellers' Knowledge,  there is no Action pending or
threatened, in each case, by or against the Companies or the Subsidiaries before
any Governmental  Authority,  and (ii) there is no Order outstanding against the
Companies or any Subsidiaries. Actions listed on Schedule 4.7 shall collectively
be referred to herein as "Known Pre-Closing Litigation" and all Actions relating
to or arising out of events,  occurrences or circumstances  prior to the Closing
(whether or not such  Action is  commenced  prior to  Closing)  but which is not
listed on  Schedule  4.7 shall  collectively  be  referred to herein as "Unknown
Pre-Closing Litigation."

                  (b)      There  is no  Action  pending  or,  to  the  Sellers'
Knowledge,  threatened  against  the  Companies  or any  Subsidiaries  which (i)
challenges  the  transactions   contemplated   hereby,  (ii)  would  prevent  or
materially  interfere  with  or  delay  the  consummation  of  the  transactions
contemplated  hereby, or (iii) seeks damages in connection with the transactions
contemplated hereby.

         4.8      Title to Properties.

                  (a)      Schedule 4.8(a) is a true,  correct and complete list
of all leases, subleases, licenses and other agreements (collectively, the "Real
Property  Leases") under which the Companies or the  Subsidiaries use or occupy,
or have the right to use or occupy,  any real property (the land,  buildings and
other improvements covered by the Real Property Leases are referred to herein as
the "Leased Real Property"),  including the date, address, lessor and lessee (or
sublessor or sublessee,  as the case may be) and use of the premises  under each
Real  Property  Lease.  The  Companies  have  heretofore  made  available to the
Purchaser true, correct and complete copies of each of the Real Property Leases.
The  Companies  hold good and  valid  leasehold  interests  to the  Leased  Real
Property, in each case subject to the provisions of the applicable Real Property
Lease.  Each Real Property Lease is valid,  binding and  enforceable and in full
force and effect and no material default or circumstance  exists which, with the
giving of notice or the passage of time,  or both,  would  constitute a material
default by the Companies or any Subsidiaries,  or to the Sellers' Knowledge, any
other party to any Real Property Lease.

                  (b)      The  Companies  and the  Subsidiaries  do not own any
                           real property.

                  (c)      To the Sellers' Knowledge,  there are no condemnation
or real estate Tax proceedings  pending or threatened with respect to any of the
Leased Real  Properties,  and the Companies have not received  written notice of
any such proceedings.


                                     - 22 -
<PAGE>

         4.9      Consents, Notices and Approvals.

                  (a)      Except for Consents set forth on Schedule 4.9(a),  no
Consent of any Governmental  Authority is required to be made or obtained by the
Companies,  any of the Subsidiaries or any of the Sellers in connection with the
execution,  delivery and  performance  by the Sellers of this  Agreement and the
consummation of the transactions contemplated hereby.

                  (b)      Except as set forth on Schedule  4.9(b),  neither the
execution  and  delivery  of  this  Agreement  nor  the   consummation   of  the
transactions  contemplated  hereby  will (i) require the Consent of any party to
any Material Contract,  or (ii) violate, or conflict with, or result in a breach
of any provisions of, or constitute a default (or an event which, with notice or
lapse of time or both,  would  constitute  a default)  under,  or give rise to a
right  of  termination,  cancellation,   modification  or  acceleration  of  the
performance required by or a loss of a benefit under, any Material Contract.

         4.10     Contracts.

                  (a)      Set forth on Schedule 4.10(a) is a true,  correct and
complete list of the following types of Contracts, to which the Companies or the
Subsidiaries,  as the case may be,  is a party or by which it or its  properties
are bound, or pursuant to which it obtains benefits or incurs obligations in the
conduct of its businesses (the "Material Contracts"):

                           (i)      Contracts  for the  purchase of goods by, or
         for the  furnishing of services to, the Companies and the  Subsidiaries
         that  provide  for, or could  reasonably  be  expected to provide  for,
         remaining  payments by the Companies and the  Subsidiaries in excess of
         $25,000 during the term of any such Contract;


                                     - 23 -
<PAGE>

                           (ii)     Contracts  between (x) the  Companies or any
         Subsidiaries  and (y) any of its Affiliates,  officers or directors (or
         any Affiliates of any of the foregoing);

                           (iii)    Contracts  with any  Person  containing  any
         guaranties  by,  or  residual  obligations  of,  the  Companies  or any
         Subsidiaries;

                           (iv)     any lease agreement between the Companies or
         any  Subsidiaries  and any Person for leasing  equipment,  which has an
         aggregate  rental  value in excess of  $25,000  during  the term of the
         lease;

                           (v)      Contracts  under which the  Companies or the
         Subsidiaries provides consulting services to any person;

                           (vi)     any employment, severance,  non-competition,
         consulting or other  Contracts with any current or former  stockholder,
         director, officer, sales associate or employee of the Companies and the
         Subsidiaries;

                           (vii)    joint  venture,  partnership,   stockholder,
         voting  trust  or  other   Contracts   whereby  the  Companies  or  the
         Subsidiaries  have  agreed  with any other  Person  (A) to enter into a
         joint  business  arrangement  for  profit or (B) to vote any  shares of
         capital  stock or other  equity or  beneficial  interests  in any other
         Person in any particular manner;

                           (viii)   Contracts entered into since January 1, 2001
         providing for the  acquisition  or disposition of assets having a value
         in excess of $25,000,  other than such  acquisitions or dispositions in
         the ordinary course of business, consistent with past practice;

                           (ix)     licenses and agreements relating to Material
         Intellectual Property;

                           (x)      Contracts for the lease of personal property
         to or from any Person requiring payments in excess of $25,000;

                           (xi)     Contracts  requiring  the  Companies  or any
         Subsidiaries  to  indemnify  or hold  harmless any Person in respect of
         which the aggregate  potential  obligation could reasonably be expected
         to exceed $25,000;

                           (xii)    Contracts  contemplating the referral of any
         services to any Person or to the Companies or any Subsidiaries,  as the
         case may be, the performance of which involves  consideration in excess
         of $25,000;

                           (xiii)   any Contracts  (A) relating to  indebtedness
         for borrowed money or other  financing  transactions or (B) restricting
         the ability of the Companies or any Subsidiaries to incur  indebtedness
         for borrowed money or make any loan or advance or own,  operate,  sell,
         transfer, pledge or otherwise dispose of any assets;


                                     - 24 -
<PAGE>

                           (xiv)    Contracts  under which any other  Person has
         directly  or  indirectly  guaranteed  any  indebtedness,  liability  or
         obligation  of the Companies or any  Subsidiaries,  or letter of credit
         issued  to  guarantee   any   obligation   of  the   Companies  or  any
         Subsidiaries,  or  any  vendor  or  customer  of the  Companies  or any
         Subsidiaries;

                           (xv)     mortgages,   pledges,  security  agreements,
         deeds of trust or other documents granting a Lien;

                           (xvi)    Contracts  (A)  providing for the payment of
         any bonus or commission based on sales or earnings or (B) providing for
         any bonus or other  payment  based on the sale of the  Companies or any
         Subsidiaries  or any portion  thereof or any other change of control of
         the Companies or any Subsidiaries;

                           (xvii)   Contracts  that  provide  for a payment,  or
         that  the  terms  and  conditions  that  would  otherwise   govern  the
         relationship of the parties  thereto will be altered,  upon a change of
         control of the Companies or any Subsidiaries;

                           (xviii)  Contracts with any Governmental Authority;

                           (xix)    Contracts    containing    covenants   which
         restrict  the  Companies  or  the  Subsidiaries  from  engaging  in any
         business or in any  geographical  area or containing any prohibition on
         the  disclosure of  confidential  information  in the possession of the
         Companies or any Subsidiaries or any exclusivity provision with respect
         to any business or geographic area; and

                           (xx)     Any   other    Contracts   not   listed   in
         subparagraphs  (i)  through  (xix)  above,  that  are  material  to the
         business of the Companies and the  Subsidiaries,  whether or not in the
         ordinary course of business consistent with the past practice,  made or
         entered into since January 1, 2001.

Schedule 4.10(a) shall set forth,  with respect to each Material Contract listed
thereon,  the  subparagraph(s)  of  subsection  (a) above to which such Material
Contract relates.

                  (b)      The   Companies  and  the   Subsidiaries   have  made
available to the Purchaser copies of all of the Material Contracts.  Each of the
Material  Contracts  is in full  force and  effect  and is a valid  and  binding
obligation  of the  Companies  and the  Subsidiaries,  enforceable  against  the
Companies  and  the  Subsidiaries  in  accordance  with  its  terms,  except  as
enforceability  thereof  may be limited by  bankruptcy,  insolvency,  fraudulent
conveyance,  reorganization,  moratorium, or other similar Laws now or hereafter
in effect relating to creditors'  rights  generally or by general  principles of
equity  (regardless of whether  enforceability  is considered in a proceeding at
law or in equity). To the Sellers' Knowledge,  each of the Material Contracts is
a valid and binding obligation of the other parties thereto, enforceable against
such  other  parties in  accordance  with its  terms,  except as  enforceability
thereof  may  be  limited  by  bankruptcy,  insolvency,  fraudulent  conveyance,


                                     - 25 -
<PAGE>

reorganization,  moratorium,  or other  similar  Laws now or hereafter in effect
relating to  creditors'  rights  generally  or by general  principles  of equity
(regardless of whether enforceability is considered in a proceeding at law or in
equity).  Except as set forth on Schedule 4.10(b),  with respect to the Material
Contracts, no default or circumstances exist which, with the giving of notice or
the  passage  of time,  or both,  would  constitute  a  material  default by the
Companies or any of the Subsidiaries or, to the Sellers' Knowledge, by the other
party or parties  thereto.  None of the  parties to any  Material  Contract  has
terminated such Material  Contract,  and the Companies and the Subsidiaries have
not given oral or written  notice of  termination  of any  Material  Contract or
received oral or written  notice of  termination  of any such Material  Contract
from any other party thereto, nor has the Companies or any Subsidiaries received
any oral or written  notice of any such  party's  intention to  discontinue  its
business  relationship with the Companies or any Subsidiaries or oral or written
notice of such  party's  intention  to reduce the volume of business it conducts
with the Companies or any Subsidiaries under any of the Material Contracts.

         4.11     Absence  of  Undisclosed  Liabilities.  Except as set forth on
Schedule  4.11,  neither the  Companies  nor any  Subsidiaries  has incurred any
contractual  liability  or,  to  the  Sellers'  Knowledge,  incurred  any  other
liability, whether accrued, contingent, absolute, determined,  indeterminable or
otherwise,  which was not (i)  reflected  or  reserved  against  in the  Audited
Financial  Statements  or (ii)  incurred  in the  ordinary  course  of  business
consistent  with past  practice  since  December 31, 2003,  in each case,  in an
amount less than $25,000  individually and $100,000 in the aggregate.  Except as
set forth on Schedule 4.11, the reserves for such  liabilities  and  obligations
reflected  on the 2003  Balance  Sheet  are  adequate  in  accordance  with GAAP
consistent with past practice.

         4.12     Compliance with Laws; Permits.

                  (a)      Neither  the  Companies  nor  any   Subsidiaries  has
violated  in  any  respect  any  Orders  and  each  of  the  Companies  and  the
Subsidiaries  has  complied  and is  presently  in  compliance  in all  material
respects  with all  applicable  Laws that are  material  to the  conduct  of the
Companies'  or the  Subsidiaries'  respective  businesses  or ownership of their
respective properties or assets.

                  (b)      The   Companies  and  the   Subsidiaries   and  their
respective  employees  have all  licenses,  including  being a licensed  "travel
agency"  in  the  states  in  which  it   operates,   franchises,   permits  and
authorizations  of any  Governmental  Authority  as are  material for the lawful
conduct of the  business of the  Companies  and the  Subsidiaries  as  presently
conducted,   including,  without  limitation,  required  by  Law  (collectively,
"Permits"), and such Permits are in full force and effect. Schedule 4.12(b) sets
forth a true, complete and accurate list of all of the material Permits. Neither
the Companies nor any  Subsidiaries  nor any of such  employees has received any
written notice of revocation of or default under, any Permits.

         4.13     Environmental Matters.

                  (a)      Except  as  set  forth  on  Schedule   4.13(a),   the
Companies and the Subsidiaries  are in compliance in all material  respects with
all applicable  Environmental Laws. Except as set forth on Schedule 4.13(a), the


                                     - 26 -
<PAGE>

Companies and the Subsidiaries have not received any  communication  (written or
oral),  whether  from a  Governmental  Authority,  citizens  group,  employee or
otherwise,  that  alleges that the  Companies  and the  Subsidiaries  are not in
compliance with Environmental Laws, and, to the Sellers' knowledge, there are no
circumstances  that may prevent or materially  interfere with such compliance in
the future.

                  (b)      Except as set forth on Schedule 4.13(b),  there is no
Environmental  Claim pending or, to the Sellers'  Knowledge,  threatened against
the Companies and the Subsidiaries.

                  (c)      Except as set forth on Schedule 4.13(c), there are no
past or  present  actions,  activities,  circumstances,  conditions,  events  or
incidents,  including,  without limitation, the release, emission,  discharge or
disposal of any Hazardous Material, that, to the Sellers' Knowledge,  could form
the basis of any  Environmental  Claim against the Companies or any Subsidiaries
or any person whose liabilities for any such Environmental  Claim, the Companies
or any Subsidiaries have or may have retained or assumed either contractually or
by operation of law.

         4.14     Tax Matters.

                  (a)      Except as set forth on Schedule 4.14(a):

                           (i)      Each of the Companies  and the  Subsidiaries
         has (x) timely  filed (or there has been filed on its  behalf)  all Tax
         Returns  required  to  be  filed  by  it  (taking  into  account  valid
         extensions)  and all Tax  Returns  are true and  correct,  (y) paid (or
         there has been paid on its  behalf)  in full all Taxes  required  to be
         paid by it, and (z) established  (or there has been  established on its
         behalf) on the 2003 Balance  Sheet  reserves  that are adequate for the
         payment  of any  Taxes not yet due and  payable.  Since the date of the
         2003 Balance  Sheet,  none of the Companies or any of the  Subsidiaries
         has incurred any liability for Taxes other than in the ordinary  course
         of business, consistent with past practice;

                           (ii)     There are no Liens for Taxes upon any assets
         of the Companies or any of the Subsidiaries, except Permitted Liens;

                           (iii)    No   deficiency   for  any  Taxes  has  been
         proposed,  asserted or assessed  against  the  Companies  or any of the
         Subsidiaries  that has not been  resolved and paid in full.  No waiver,
         extension or  comparable  consent  given by the Companies or any of the
         Subsidiaries  regarding the  application  of the statute of limitations
         with  respect  to any Taxes or Tax  Return is  outstanding,  nor is any
         request for any such waiver or consent pending;

                           (iv)     There  are  no  federal,   state,  local  or
         foreign audits, actions, suits,  proceedings,  claims or administrative
         proceedings  or, to  Sellers'  Knowledge,  investigations,  relating to
         Taxes or any Tax Returns of the  Companies  or any of the  Subsidiaries
         now pending,  and none of the Companies or any of the  Subsidiaries has


                                     - 27 -
<PAGE>

         received any notice of any proposed audits,  investigations,  claims or
         administrative proceedings relating to Taxes or any Tax Returns;

                           (v)      Each of the Companies  and the  Subsidiaries
         have  complied  in all  material  respects  with  all  applicable  Laws
         relating to the payment,  collection or withholding of any Tax, and the
         remittance thereof, including, but not limited to, Sections 1441, 1442,
         1445 and 3402 of the Code.

                           (vi)     None  of  the   Companies   or  any  of  the
         Subsidiaries has received any written ruling from any Tax authority. No
         closing agreement  pursuant to Section 7121 of the Code (or any similar
         provision  of state,  local or foreign Law) has been entered into by or
         with respect to the Companies or any of the Subsidiaries;

                           (vii)    None  of  the   Companies   or  any  of  the
         Subsidiaries  (A) is a party  to,  is  bound  by or has any  obligation
         under,  any Tax sharing  agreement,  Tax  indemnification  agreement or
         similar   contract  or   arrangement,   whether  written  or  unwritten
         (collectively,  "Tax  Sharing  Agreements")  or (B) has  any  potential
         liability  or  obligation  to any person as a result of or pursuant to,
         any such Tax Sharing Agreement;

                           (viii)   None  of  the   Companies   or  any  of  the
         Subsidiaries  has agreed or is required to make any  adjustments  under
         Section 481(a) of the Code (or any similar provision of state, local or
         foreign  Law) by reason of a change in  accounting  method or otherwise
         for any Tax period for which the applicable  statute of limitations has
         not yet expired;

                           (ix)     No  jurisdiction  where the Companies or any
         of the  Subsidiaries  does not file a Tax  Return has made a Claim that
         the  Companies  or any of the  Subsidiaries  is  required to file a Tax
         Return for such  jurisdiction  or that any Taxes are due as a result of
         doing any business in such jurisdiction;

                           (x)      Since their formation, none of the Companies
         or any of the Subsidiaries have been a "distributing  corporation" or a
         "controlled  corporation"  in a distribution  intended to qualify under
         Section 355(a) of the Code;

                           (xi)     Since their formation, none of the Companies
         nor any of the Subsidiaries have taken any action that would cause such
         Companies  or  Subsidiaries  to not  qualify as an "S"  corporation  or
         Qualified Subchapter "S" Subsidiaries (as the case may be); and

                           (xii)    Since their  inception the Companies and the
         Subsidiaries have been either "S" corporations or qualified  subchapter
         "S" subsidiaries.

                  (b)      Other  than any Tax  Returns  which have not yet been
required  to be  filed,  each of the  Companies  and the  Subsidiaries  has made
available to the Purchaser  true and correct copies of the United States federal
income Tax Return  and any  state,  local or foreign  Tax Return for each of the
taxable years ended December 31, 2002 and 2001.


                                     - 28 -
<PAGE>

                  (c)      Each  of  the  Companies  and  the  Subsidiaries  has
previously  delivered or made  available to the Purchaser  complete and accurate
copies  of each of (i) all  audit  reports,  letter  rulings,  technical  advice
memoranda,  and similar documents issued since January 1, 2000 by a Governmental
Authority  relating to the United States federal,  state or local Taxes due from
or with respect to it, and (ii) any closing  agreements  entered into by it with
any Tax authority,  in each case, existing on the date hereof. The Companies and
each of the  Subsidiaries  will  deliver to the  Purchaser  all  materials  with
respect to the foregoing for all matters  arising after the date hereof  through
the Closing Date.

         4.15     No Material Adverse Change.

                  (a)      Except  as  set  forth  on  Schedule  4.15(a),  since
January 1, 2004, the businesses of the Companies and the Subsidiaries  have been
conducted in the ordinary course of business, consistent with past practice.

                  (b)      Except  as  set  forth  on  Schedule  4.15(b),  since
January 1, 2004, there has not occurred any event,  change or development  which
has  had or  could  reasonably  be  expected  to  have,  individually  or in the
aggregate, a Material Adverse Effect.

         4.16     Affiliated Transactions.

                  (a)      Except  as set  forth  on  Schedule  4.16(a),  no (x)
officer,  director,  or  employee  or  any  Affiliate  of the  Companies  or any
Subsidiaries, (y) Seller, or (z) spouse, child, or Affiliate of the foregoing:

                           (i)      has  any   direct  or   indirect   financial
         interest in any  competitor,  supplier or customer of the  Companies or
         any  Subsidiaries  (other  than  ownership  of  less  than  1%  of  the
         outstanding  securities  of a  company  that is  publicly  listed  on a
         national  securities  exchange  ("Permitted  Investments")) or has had,
         since  January 1,  2001,  any  material  direct or  indirect  financial
         interest in any  competitor,  supplier or customer of the  Companies or
         any Subsidiaries (other than Permitted Investments);

                           (ii)     owns, directly or indirectly, in whole or in
         part,  or has any  interest  in any  material  tangible  or  intangible
         property which the Companies or any Subsidiaries uses in the conduct of
         its business or otherwise or, since January 1,2001, has owned, directly
         or indirectly, in whole or in part, or had any interest in any material
         tangible or intangible property which the Companies or any Subsidiaries
         uses or has used in the conduct of its business or otherwise;

                           (iii)    has outstanding  borrowings of any amount of
         money or other property from the Companies or any  Subsidiaries or has,
         since January 1, 2001,  borrowed any material  amount of money or other
         property from the Companies or any Subsidiaries; or

                           (iv)     is  participating  or engaging or has, since
         January 1, 2001,  participated or engaged in any business substantially
         similar to the  businesses of the Companies or any  Subsidiaries  other
         than such  business as will be acquired  by the  Purchaser  pursuant to
         this Agreement.


                                     - 29 -
<PAGE>

                  (b)      Except  as set  forth on  Schedule  4.16(b),  (i) the
Companies  and  the  Subsidiaries  have  no  liabilities,  debts  or  any  other
obligation of any nature whatsoever (whether absolute,  accrued or contingent or
otherwise and whether due or become due) to any Seller or any officer,  director
or  employee of the  Companies  or any  Subsidiaries  or to any spouse or child,
stockholder,  director,  officer or Affiliate of any of the foregoing,  and (ii)
since January 1, 2001, the Companies and the  Subsidiaries  have had no material
liabilities,  debts or any other  obligation of any nature  whatsoever  (whether
absolute,  accrued or  contingent or otherwise and whether due or become due) to
any  Seller  or any  officer,  director  or  employee  of the  Companies  or any
Subsidiaries  or to any  spouse  or child,  stockholder,  director,  officer  or
Affiliate  of any of the  foregoing,  other than,  with  respect to (i) and (ii)
above,  in the case of any such  officer or  employee  of the  Companies  or any
Subsidiaries, in respect of accrued wages, the reimbursement of expenses and the
extension  of benefits to such  person made in the  ordinary  course of business
consistent with past practice.

         4.17     Insurance.

                  (a)      Schedule  4.17(a)  sets  forth  a true,  correct  and
complete list of all insurance  policies  covering the properties and activities
of the Companies and the  Subsidiaries.  All such policies are in full force and
effect.  The Companies and the Subsidiaries  have not received written notice of
cancellation or non-renewal with respect thereto.  All premiums due with respect
to such policies  have been timely paid and the  Companies and the  Subsidiaries
are not in default with respect to its material obligations under such insurance
policies.  Except as set forth on  Schedule  4.17(a),  since  December  31, 2002
neither the Companies nor any of the Subsidiaries has been refused any insurance
coverage with respect to its assets or properties, coverage has not been limited
or cancelled by any insurance carrier to which the Companies or any Subsidiaries
has  applied  for  any  such  insurance  or  with  which  the  Companies  or any
Subsidiaries has carried insurance.

                  (b)      Schedule 4.17(b) sets forth the loss history for each
of the insurance policies that the Companies or any Subsidiaries has and has had
since January 1, 2001.

         4.18     Brokers and  Finders.  Except as set forth on  Schedule  4.18,
there are no outstanding broker, finder or investment banker fees or commissions
owed or to be owed by or on behalf of any of the Sellers or the Companies or any
Subsidiaries in connection with the transactions contemplated by this Agreement.
Such fees and expenses shall be the responsibility of the Sellers.

         4.19     Books and Records.  Except as set forth on Schedule  4.19, the
books of account,  stock  record  books,  and other  records  (other than minute
books)  of the  Companies  or any  Subsidiaries,  all of which  have  been  made
available to the Purchaser,  are complete and correct in all material  respects.
Except as set forth on Schedule  4.19, the minute books of the Companies and the
Subsidiaries,  all of which have been made available to the Purchaser,  are true
and correct.


                                     - 30 -
<PAGE>

         4.20     Seller  Ownership  of Stock;  Title.  Each  Seller is the sole
lawful record and beneficial  owner of the  Securities,  set forth opposite such
Seller's name on Schedule 4.2(a), which ownership is free and clear of all Liens
other than Security Liens. Such Seller is not a party to any agreement  creating
rights  with  respect to such  Securities  in any Person and such Seller has the
full  power  and  legal  right  to  sell,  assign,  transfer  and  deliver  such
Securities.  There are no existing warrants, options, stock purchase agreements,
redemption  agreements,  restrictions  of any nature,  voting trust  agreements,
proxies,  calls  or  rights  to  subscribe  of any  character  relating  to such
Securities. Such Seller has not received any written notice of any adverse claim
to the  ownership  of any of  such  Securities  (or  any  capital  stock  of the
Companies),  and has no Knowledge  of existing  facts that could  reasonably  be
expected to give rise to any adverse claim to the  ownership of such  Securities
(or any capital stock of the Companies).  The delivery of certificates  for such
Securities  owned by such Seller to the Purchaser  pursuant to the provisions of
this  Agreement  will  transfer to the  Purchaser  at the Closing good and valid
title to such Securities, free and clear of all Liens except Security Liens.

         4.21     Seller Authority.

                  (a)      Each Seller has the requisite power and authority and
has full legal  capacity  necessary  to execute,  deliver and perform his or its
obligations under this Agreement and the Seller Transaction  Agreements to which
such Seller is a party, and to perform such Seller's  obligations  hereunder and
thereunder and to consummate the transactions  contemplated  hereby and thereby.
This  Agreement  has been,  and at the  Closing  each of the Seller  Transaction
Agreements  to which such Seller is a party will be,  duly and validly  executed
and  delivered  to the  Purchaser  by  such  Seller.  As  used  herein,  "Seller
Transaction  Agreements"  shall  mean  the  Escrow  Agreement,   the  Employment
Agreements,  the Stock Powers,  the  Directors'  and Officers'  Releases and any
other  documents or  agreements  executed in  connection  with the  transactions
contemplated hereby and thereby.

                  (b)      This Agreement  constitutes,  and at the Closing each
of the  Seller  Transaction  Agreements  to which  such  Seller is a party  will
constitute,  a valid and binding obligation of such Seller,  enforceable against
such  Seller in  accordance  with its terms;  except  that such  enforcement  is
subject  to (i)  bankruptcy,  insolvency,  reorganization,  moratorium  or other
similar Laws, now or hereafter in effect,  affecting creditors' rights generally
and  (ii)  principles  of  equity  (regardless  of  whether   enforceability  is
considered in a proceeding at law or equity).

                  (c)      If  such  Seller  is  married   and  the   Securities
constitute  community  property or otherwise  are owned or held in a manner that
requires spousal or other approval for this Agreement or the Seller  Transaction
Agreements to which such Seller is a party to be legal, valid and binding,  this
Agreement or such Seller Transaction  Agreements or another valid instrument has
been duly  authorized,  executed and delivered  by, and  constitutes a valid and
binding  agreement of such Seller's  spouse or the person giving such  approval,
enforceable against such spouse or person in accordance with its terms.


                                     - 31 -
<PAGE>

         4.22     Seller: No Violation; Consents and Approvals.

                  (a)      The  execution  and  delivery  by such Seller of this
Agreement and the Seller Transaction  Agreements to which such Seller is a party
and the  consummation of the  transactions  contemplated  hereby do not and will
not: (i) violate,  or conflict with, or result in a breach of any provisions of,
or  constitute  a default  (or an event  which,  with notice or lapse of time or
both, would constitute a default) under, or give rise to a right of termination,
cancellation,  modification or  acceleration of the performance  required by any
note,  bond,  mortgage,  indenture,  deed  of  trust,  lease,  license,  permit,
franchise, agreement,  commitment, contract or other instrument or obligation by
which such Seller or any of such Seller's Securities is bound; (ii) constitute a
violation of any Law,  Order,  judgment or decree to which such Seller or any of
such Seller's  Securities is bound;  (iii) result in the creation of any Lien or
Asset Lien (other than a Permitted Lien) upon any of the assets or properties of
the Companies or the Subsidiaries,  or such Sellers' Securities;  or (iv) result
in the creation of any Lien other than a Security Lien on the Securities.

                  (b)      Except as set forth on Schedule  4.9(a) and  Schedule
4.9(b), no Consent of any Governmental  Authority or other Person is required to
be made or obtained in connection  with the execution,  delivery and performance
by such Seller of this Agreement or the Seller  Transaction  Agreements to which
such  Seller is a party or the  consummation  of the  transactions  contemplated
hereby or thereby.

         4.23     Litigation.  There is no Action  pending or, to such  Seller's
Knowledge,  threatened against such individual Seller,  which (a) challenges the
transactions   contemplated   by  this  Agreement  or  the  Seller   Transaction
Agreements,  (b)  would  prevent  or  materially  interfere  with or  delay  the
consummation of the transactions  contemplated  hereby,  or (c) seeks damages in
connection with the transactions contemplated hereby.

         4.24     Seller Outstanding Obligations.

                  (a)      Except  as  set  forth  on  Schedule   4.24(a),   the
Companies  have  no  outstanding   liabilities  or  obligations  of  any  nature
whatsoever (whether absolute,  accrued,  contingent or otherwise and whether due
or to become due) to such Seller and there are no amounts due from the Companies
to such Seller,  nor any Contracts between the Companies and such Seller (or, in
each case,  any of such Seller's  spouse,  children,  or  Affiliates),  and such
Seller (or any of such Seller's  spouse,  children,  or Affiliates) has no Claim
against the Companies.

                  (b)      Except as set forth on Schedule 4.24(b), neither such
Seller, nor any spouse, child, or Affiliate of such Seller:

                           (i)      has  any   direct  or   indirect   financial
         interest in any  competitor,  supplier or customer of the  Companies or
         any Subsidiaries  (other than Permitted  Investments) or has had, since
         January 1, 2001, any material direct or indirect  financial interest in
         any   competitor,   supplier  or  customer  of  the  Companies  or  any
         Subsidiaries (other than Permitted Investments);


                                     - 32 -
<PAGE>

                           (ii)     owns, directly or indirectly, in whole or in
         part, or has any interest in any tangible or intangible  property which
         the Companies or any  Subsidiaries  uses in the conduct of its business
         or otherwise or, since January 1, 2001, has owned or used,  directly or
         indirectly,  in whole or in part,  or had any  interest in any material
         tangible or intangible property which the Companies or any Subsidiaries
         uses or has used in the conduct of its business or otherwise;

                           (iii)    uses  in  a  material  manner,  directly  or
         indirectly,  in whole or in part,  other  than in  connection  with the
         conduct of the  Companies' or any of the  Subsidiaries'  business,  any
         tangible or intangible  property of the  Companies or any  Subsidiaries
         or, since January 1, 2001, has used,  directly or indirectly,  in whole
         or in part, other than in connection with the conduct of the Companies'
         or any  Subsidiaries'  business,  any material  tangible or  intangible
         property of the Companies or any Subsidiaries;

                           (iv)     has outstanding  borrowings of any amount of
         money or other property from the Companies or any  Subsidiaries or has,
         since January 1, 2001,  borrowed any material  amount of money or other
         property from the Companies or any Subsidiaries; or

                           (v)      is  participating  or engaging or has, since
         January 1, 2001,  participated or engaged in any business substantially
         similar to the  businesses of the Companies or any  Subsidiaries  other
         than such  businesses as will be acquired by the Purchaser  pursuant to
         this Agreement.

                  (c)      Except as set forth on Schedule 4.24(c), effective as
of immediately prior to the Closing, each of the Affiliate Transactions shall be
terminated  and shall  thereafter  be null and void and of no  further  force or
effect.

         4.25     Receivables.  Except  as  set  forth  on  Schedule  4.25,  all
accounts  receivable and notes  receivable of the Companies and the Subsidiaries
(i) are valid  obligations  of the  obligors,  (ii) have  arisen  from bona fide
transactions in the ordinary course of business  consistent with past practices,
and (iii) have been adequately reserved for in the Financial Statement.

         4.26     Consent of Spouse.  If such  Seller is  married,  such  Seller
represents  and warrants that he is not a  domiciliary  resident of a "community
property"  state and has not been a resident of such a state since acquiring the
Securities owned by such Seller.

         4.27     Bank  Accounts.  Set forth on  Schedule  4.27 is a list of all
bank  accounts  registered  or  listed  in the  name  of the  Companies  and the
Subsidiaries.

         4.28     Disclosure.  No  representation  or  warranty  of  any  Seller
contained in this  Agreement or any of the  Transaction  Agreements  contains or
will  contain any untrue  statement of material  fact,  or omits or will omit to
state any  material  fact  necessary in order to make the  statements  herein or
therein,  in light of the circumstances  under which it was or will be made, not
misleading.


                                     - 33 -
<PAGE>

                                   ARTICLE V

             REPRESENTATIONS AND WARRANTIES OF RCG AND THE PURCHASER

         RCG and the  Purchaser  hereby  jointly  and  severally  represent  and
warrant to each of the Sellers the following:

         5.1      Organization; Authority.

                  (a)      Each of RCG and the Purchaser is a  corporation  duly
organized,  validly existing and in good standing under the laws of the State of
Delaware and (except as set forth on Schedule 5.1) has all  requisite  corporate
power and authority to execute,  deliver and perform its obligations  under this
Agreement and the other  agreements and instruments to be executed and delivered
by it  hereunder  or in  connection  herewith  and to carry  out its  respective
obligations  hereunder  and  thereunder.  The  execution  and  delivery  of this
Agreement and the other  agreements and instruments to be executed and delivered
by  RCG  and  the  Purchaser  hereunder  or  in  connection  herewith,  and  the
consummation  by it of the  transactions  contemplated  hereby,  have  been duly
authorized by all necessary corporate and other actions of RCG and the Purchaser
pursuant to and in accordance with the Laws governing RCG and the Purchaser.

                  (b)      This   Agreement   and  the  other   agreements   and
instruments  to be executed and delivered by RCG and the Purchaser  hereunder or
in  connection  herewith  have been duly  executed and  delivered by RCG and the
Purchaser,  and  constitute  valid  and  binding  obligations  of  RCG  and  the
Purchaser,  enforceable  against RCG and the Purchaser in accordance  with their
respective terms, except as enforceability thereof may be limited by bankruptcy,
insolvency, fraudulent conveyance, reorganization,  moratorium, or other similar
Laws now or hereafter in effect  relating to creditors'  rights  generally or by
general principles of equity (regardless of whether enforceability is considered
in a proceeding at law or in equity).

         5.2      No  Violation.  Except  as set  forth  on  Schedule  5.2,  the
execution and delivery by RCG and the Purchaser of this  Agreement and the other
agreements and instruments to be executed by RCG and the Purchaser hereunder and
the consummation of the transactions  contemplated hereby and thereby do not and
will not (i)  conflict  with or result in any  breach  of any  provision  of the
respective  articles of incorporation or by-laws of RCG and the Purchaser;  (ii)
violate,  or  conflict  with,  or  result in a breach  of any  provisions  of or
constitute a default (or an event  which,  with notice or lapse of time or both,
would  constitute  a  default)  under,  or give rise to a right of  termination,
cancellation,  modification or acceleration of the performance  required by, any
material note, bond, mortgage, indenture, deed of trust, lease, license, permit,
franchise, agreement,  commitment, contract or other instrument or obligation by
which RCG or the  Purchaser is bound;  (iii)  constitute a violation of any Law,
Order, judgment or decree to which RCG or the Purchaser is bound; or (iv) result
in the creation of any material Lien.

         5.3      Consents and Approvals.  Except for consents and approvals set
forth on Schedule 5.3, no consent, approval,  permit, waiver,  authorization of,
or notice or filing with, any Governmental Authority or other Person is required
to  be  made  or  obtained  in  connection  with  the  execution,  delivery  and
performance  by RCG or the Purchaser of this  Agreement or the other  agreements
and  instruments  to be  executed  by  RCG  or the  Purchaser  hereunder  or the
consummation of the transactions contemplated hereby or thereby.


                                     - 34 -
<PAGE>

         5.4      Brokers  and  Finders.  Except as set forth on  Schedule  5.4,
there are no outstanding broker, finder or investment broker fees or commissions
owed or to be owed by RCG or the Purchaser in connection  with the  transactions
contemplated by this Agreement for which the Companies or the Sellers are or may
be responsible.

         5.5      Investment  Intent.  The Purchaser is acquiring the Securities
for  investment for its own account and not with a view to the  distribution  of
any part thereof.  The Purchaser  acknowledges that the Securities have not been
registered  under U.S.  federal or any applicable  state  securities laws or the
laws of any other  jurisdiction and cannot be resold without  registration under
such laws or an exemption therefrom.

                                   ARTICLE VI

                                    COVENANTS

         6.1      Interim Operation of the Company and the Subsidiaries.  Except
as expressly  permitted by this  Agreement or with the prior written  consent of
Purchaser  or as  required  by Law,  during  the  period  from  the date of this
Agreement to the Closing Date, the Sellers shall cause the Companies and each of
the  Subsidiaries  to  conduct  their  business  only  in the  ordinary  course,
consistent with past practice, and the Sellers shall cause each of the Companies
and Subsidiaries to use their commercially  reasonable best efforts, to preserve
intact its present  business  organization,  keep  available the services of its
present  officers and  employees  and preserve its current  relationships  with,
customers,  suppliers,  financing  sources,  employees  and  any  others  having
business  dealings with them.  Without limiting the generality of the foregoing,
and except as otherwise expressly  permitted by this Agreement,  required by Law
or set forth on Schedule 6.1,  during the period from the date of this Agreement
through the Closing  Date,  the  Companies  shall not, and the Companies and the
Sellers shall not cause any of the  Subsidiaries  to,  without the prior written
consent of Purchaser:

                  (a)      amend the certificate of  incorporation or by-laws of
the Companies or any Subsidiaries;

                  (b)      issue, reissue, sell, deliver, transfer,  repurchase,
redeem,  acquire or pledge or  authorize  or propose the  issuance,  reissuance,
sale,  delivery,  transfer,  repurchase,  redemption,  acquisition  or pledge of
shares of capital stock of any class or series,  or any  securities  convertible
into  capital  stock of any class or series,  or grant or enter into any rights,
warrants, options, units, agreements or commitments with respect to the issuance
of such capital  stock or other entity  interest or  convertible  securities  or
amend any terms of any such right, warrant, option, agreement or commitment;

                  (c)      declare,  set  aside  or pay any  dividend  or  other
distribution  (whether  in  cash,  securities  or  property  or any  combination
thereof) in respect of any class or series of its capital  stock or other entity
interest;


                                     - 35 -
<PAGE>

                  (d)      adjust, split,  combine,  subdivide or reclassify any
shares of its capital stock or other entity interest, as the case may be, or any
option, warrant or right relating thereto;

                  (e)      (i) sell, lease, transfer or otherwise dispose of any
of its  properties,  assets or  rights,  other  than in the  ordinary  course of
business  consistent  with  past  practice  in an amount  not to exceed  $25,000
individually or $100,000 in the aggregate;  (ii) permit,  allow or suffer any of
its  properties  or assets to be  subjected to any Lien or Asset Lien other than
Permitted  Liens; or (iii) acquire or lease any properties,  assets or rights in
an amount not to exceed $25,000 individually or $100,000 in the aggregate;

                  (f)      create,   incur,   assume   or   guarantee   (i)  any
indebtedness or (ii) any other liability or obligation, in each case, other than
in the ordinary course of business consistent with past practice;

                  (g)      pay,  discharge  or satisfy  any claim,  encumbrance,
liability or obligation (whether absolute, accrued, contingent or otherwise, and
whether due or to become due), other than the payment, discharge or satisfaction
in the ordinary course of business  consistent with past practice of liabilities
and obligations  that are actually due and payable and are reflected on the 2003
Balance  Sheet or incurred in the ordinary  course of business  consistent  with
past practice since the date thereof;

                  (h)      fail to maintain the  accounts,  books and records of
the Companies or any Subsidiaries in the usual, regular and ordinary manner on a
basis consistently applied;

                  (i)      enter  into,  amend  or  supplement  any  employment,
severance,  termination or other agreement or employee  benefit plan,  including
any  of  the  Plans,  or  employment  policies,   or  make  any  change  in  the
compensation,  severance or termination benefits payable or to become payable to
any of its officers,  directors,  employees,  agents or consultants  (other than
planned annual  increases in the rates of  compensation to employees who are not
officers or  directors  of the  Companies  or any  Subsidiaries  in the ordinary
course of business  consistent  with past practice,  provided such increases are
disclosed to Purchaser in advance);

                  (j)      make any payments  (other than  regular  compensation
payable to officers and  employees of the Companies or any  Subsidiaries  in the
ordinary course of business consistent with past practice),  loans,  advances or
other distributions to, or enter into any transaction,  agreement or arrangement
with   officers,   directors,    partners,   employees,   agents,   consultants,
stockholders, associates or family members;

                  (k)      acquire  by  merging  or  consolidating  with,  or by
purchasing a substantial  portion of the assets or securities of or by any other
manner, any corporation, partnership, joint venture or other entity;

                  (l)      make  or  authorize  any  capital   expenditures   or
commitment  for  capital  expenditures  in excess  of  $25,000  individually  or
$100,000 in the aggregate;


                                     - 36 -
<PAGE>

                  (m)      settle or compromise any Tax liability,  agree to any
adjustment of any Tax, make, change or revoke any election with respect to Taxes
(except for  depreciation  elections),  surrender any right to claim a refund of
Taxes,  consent to any extension or waiver of the statute of limitations  period
applicable to any Taxes, Tax Return or Tax Claim, amend any Tax Return, or enter
into any closing agreement with respect to Taxes;

                  (n)      (i)  except  in  the  ordinary   course  of  business
consistent  with past practice and involving  liabilities or obligations  not in
excess of $25,000  individually  or $100,000 in the  aggregate,  enter into,  or
amend,  terminate or waive any right under, any Material Contract,  or (ii) take
any action or fail to take any action  that,  with or without  either  notice or
lapse of time or both,  would  constitute a material default under any contract,
agreement or arrangement;

                  (o)      fail  to  maintain,   renew  or  replace  (at  levels
consistent  with presently  existing  levels) any policy of insurance  listed on
Schedule 4.17 or terminate or amend or fail to perform any of its obligations or
permit any default to exist or cause any material breach under,  any such policy
of insurance, or enter into (except for renewals or replacements in the ordinary
course of business consistent with past practice), any policy of insurance;

                  (p)      make or authorize (i) any change to the Companies' or
any Subsidiary's accounting principles, methods or practices (including, without
limitation,  any change in depreciation or amortization policies or rates or any
change in the policies  pertaining to the recognition of accounts  receivable or
the discharge of accounts  payable or accounting  for  inventories)  or (ii) any
change to the Companies' or any of the Subsidiaries' Tax accounting  principles,
methods or practices (including,  without limitation, any change in depreciation
or  amortization  policies or rates or any change in the policies  pertaining to
the recognition of accounts  receivable or the discharge of accounts  payable or
accounting for inventories), other than, in each case, as required by changes in
applicable Law, provided that the Companies provides the Purchaser prior written
notice of such changes;

                  (q)      fail to keep  current and in full force and effect or
renew any Permit set forth on Schedule 4.12(b);

                  (r)      dispose  of or  permit  to lapse  any  rights  to any
Material Intellectual Property; or

                  (s)      enter into any Contract,  commitment  or  transaction
with  respect to taking any of the  foregoing  actions or any action  that would
make  any  representation  or  warranty  contained  in this  Agreement  which is
qualified by  materiality  untrue or  incorrect,  or which is not so  qualified,
untrue or  incorrect  in any  material  respect,  or which could  reasonably  be
expected  to prevent  the  satisfaction  of any  condition  to Closing set forth
herein or to  otherwise  prevent or  materially  delay the  consummation  of the
transactions contemplated by this Agreement.

         6.2      Non-Disclosure; Access.

                  (a)      None of the Sellers  shall  directly  or  indirectly,
whether individually,  as a director,  stockholder,  owner,  partner,  employee,
principal  or agent of any  business,  or in any  other  capacity,  make  known,


                                     - 37 -
<PAGE>

disclose,  furnish,  make  available  or utilize  any  confidential  information
relating to the  Purchaser or the  Companies or any of the  Subsidiaries  or the
transactions contemplated by this Agreement,  except if, in the opinion of legal
counsel, such disclosure is required by Law or a court of competent jurisdiction
or other  administrative or legislative body; provided,  however,  that prior to
disclosing any of such confidential  information so required,  such Seller shall
promptly  notify  the  Purchaser  in writing  so that the  Purchaser  may seek a
protective order or other appropriate remedy.

                  (b)      If any of the Sellers breach, or threaten to commit a
breach  of  any  of  the  provisions  of  this  Section  6.2  (the  "Restrictive
Covenant"),  the  Purchaser  shall have the right and remedy to seek to have the
Restrictive   Covenant   specifically   enforced  by  any  court  having  equity
jurisdiction,  it  being  acknowledged  and  agreed  that  any  such  breach  or
threatened breach may cause  irreparable  injury to the Purchaser and that money
damages may not provide  adequate remedy to the Purchaser.  The foregoing rights
shall be in  addition  to,  and not in lieu of any  other  rights  and  remedies
available to the Purchaser under law or in equity.

                  (c)      If  any  court   determines   that  the   Restrictive
Covenant, or any part thereof is invalid or unenforceable,  the remainder of the
Restrictive  Covenant  shall not  thereby  be  affected  and shall be given full
effect, without regard to the invalid portions. If any court determines that the
Restrictive  Covenant,  or any part  thereof  is  unenforceable  because  of the
duration or geographic scope of such provision,  such court shall have the power
to reduce the duration or scope of such  provision,  as the case may be, and, in
its  reduced  form,  such  provision  shall  then be  enforceable  and  shall be
enforced,

                  (d)      During  the  period  from the date of this  Agreement
through the Closing  Date,  Sellers shall permit the Purchaser and its advisors,
accountants,  attorneys  and  representatives  to have  access,  during  regular
business hours and upon reasonable notice, to the offices,  facilities,  assets,
properties,  employees, books and records of the Companies and the Subsidiaries,
and shall furnish, or cause to be furnished,  to the Purchaser,  such financial,
Tax and operating data and other  information  with respect to such entities and
their respective offices, facilities, assets, properties,  employees, businesses
and operations as the Purchaser shall from time to time reasonably request.  The
Purchaser shall hold, and shall cause its advisors,  accountants,  attorneys and
representatives to hold, any non-public information so provided to the Purchaser
by or on behalf of Sellers or the Companies in connection with the  transactions
contemplated  by this Agreement in confidence in accordance  with the provisions
of the  letter of intent  agreement,  by and  among  RCG and the  Companies  and
Sellers, dated as of March 22, 2004 (the "Confidentiality  Agreement"),  and any
existing Non-disclosure Agreement.

         6.3      Publicity.  The parties hereto agree that no publicity release
or  announcement  concerning  this  Agreement or the  transactions  contemplated
hereby shall be made without mutual agreement of the Seller's Representative and
the Purchaser; provided that if any announcement is required by Law or the rules
of any  securities  exchange or market to be made by any party hereto,  prior to
making such announcement, such party will, to the extent practicable,  deliver a
draft of such  announcement  to the other party  hereto and shall give the other
party  reasonable  opportunity  to comment  thereon.  Upon the execution of this
Agreement and the Closing,  the Purchaser and the Seller's  Representative  will
consult  with the other with  respect  to (i) the  issuance  of a joint  report,


                                     - 38 -
<PAGE>

statement  or  press  release  regarding  this  Agreement  and the  transactions
contemplated  hereby and (ii) a  communication  plan with respect to  customers,
suppliers  and  syndication   financing   sources   regarding  the  transactions
contemplated by this Agreement.

         6.4      Distributions  Prior  to  Closing.  Immediately  prior  to the
Closing,  the Sellers shall cause the Companies and the  Subsidiaries  to make a
distribution to the Sellers as of the close of business on the date  immediately
prior to the Closing Date of such of the current  assets,  of the type reflected
on the Combined Balance Sheets of Response Personnel,  Inc. and Affiliates,  and
the current  liabilities of the type reflected on such balance sheet, such that,
as of the Closing, the only current assets of the Companies and the Subsidiaries
shall  consist of  $2,000,000  in cash and the only  current  liabilities  shall
consist of obligations under the capital leases. From and after the Closing, any
checks or other  payments  for  accounts  receivable  or other such  distributed
assets  received  by any of the  Companies  and the  Subsidiaries  shall  not be
deposited  into any account of such Company or  Subsidiary,  but rather shall be
deposited  directly into an account or accounts  designated  for such purpose by
the Sellers.

         6.5      Repayment of Debt.  Prior to, or at the  Closing,  each of the
Sellers shall repay in full the amount of any and all  outstanding  indebtedness
or  other  liabilities  owed  by  such  Seller  to the  Companies  or any of the
Subsidiaries, together with any accrued interest thereon.

         6.6      Reasonable Best Efforts; Consents. Each Seller and the Sellers
shall  cause  the  Companies,  and the  Purchaser  shall  use  their  respective
reasonable best efforts to take, or cause to be taken,  all appropriate  action,
and do,  or cause to be done,  all  things  necessary,  proper or  advisable  to
consummate and make effective the  transactions  contemplated  by this Agreement
and the Transaction  Agreements as promptly as practicable,  including obtaining
from any Governmental  Authorities or third party any and all Consents  required
to be  obtained  or  made  by the  Companies,  such  Seller  or  the  Purchaser,
respectively,   or  any  of  their  respective   Affiliates  to  consummate  the
transactions  contemplated  by this  Agreement and the  Transaction  Agreements,
including  without  limitation,  making any required  filings with  Governmental
Authorities and sending  letters seeking any required third party Consents.  The
Companies,  each Seller and the  Purchaser  shall  cooperate  with each other in
connection  with  obtaining the Consents  referenced in the preceding  sentence,
including providing copies of all such documents to the non-filing party and its
advisors prior to filing and, if requested,  to accept all reasonable additions,
deletions or changes suggested in connection therewith.  The Sellers shall cause
the Companies to complete a review of all  jurisdictions  in which the Companies
are required to obtain  Permits and licenses  and the  Companies  shall make all
required  filings with respect  thereto (as mutually  agreed with Purchaser) use
its  reasonable  best efforts to obtain such Permits and licenses as promptly as
practical.

         6.7      Updating  Schedules.  The Sellers  shall,  on a timely  basis,
supplement or amend the Schedules with respect to any material matter  hereafter
arising or discovered which, if existing or known at the date of this Agreement,
would have been required to be set forth or otherwise disclosed in the Schedules
or could  result in a  material  breach of a  representation  or  warranty  (the
"Updated Information").  No such supplement or amendment of the Schedules to the
Updated Information shall (i) affect the ability of the Purchaser to rely on the
conditions  to Closing set forth in Article X hereof,  or (ii) be deemed to have


                                     - 39 -
<PAGE>

been set forth or otherwise  disclosed as of the date of this  Agreement  unless
the Purchaser specifically agrees thereto in writing. In the event the Purchaser
elects to proceed  with the  Closing  after  receiving  supplemented  or amended
Schedules from Sellers,  the Purchaser shall continue to be entitled to bring an
Indemnifiable  Claim  under  Article  VII or  Article  IX hereof  based upon the
Updated  Information set forth in such  supplemented or amended Schedules unless
any such Indemnifiable Claim shall have been expressly waived by the Purchaser.

         6.8      Exclusivity.  Unless and until this  Agreement is  terminated,
Sellers  will not, and will cause each  Company and the  Subsidiaries  and their
directors,  officers,  employees,  brokers,  agents and  representatives  not to
solicit, negotiate, enter into an agreement or entertain an offer or alternative
acquisition  or merger  proposals,  or  provide  any  information  to any person
relating to any such transaction.

         6.9      Key Man Insurance. The Companies and/or the Subsidiaries shall
maintain life  insurance on the lives of each of the Sellers in a minimum amount
of $2,000,000 for Gutterman and $1,000,000 for each of Caliguiri and Cohen.  The
proceeds of such key man life insurance  polices shall be for the benefit of the
Companies and the  Subsidiaries.  Any life insurance  policies in access of such
amounts shall be transferred to Sellers prior to Closing.

         6.10     Employees  and  Employee   Benefits.   The  employees  of  the
Companies and the Subsidiaries shall be given credit for periods of service with
the  Companies  and  Subsidiaries  prior to the Closing  Date under all employee
benefit plans,  programs and policies of Buyer or Parent in which such employees
become eligible to participate for purposes of eligibility and vesting.

                                  ARTICLE VII

                            INDEMNIFICATION; SURVIVAL

         7.1      Indemnification.

                  (a)      Each of the Sellers shall  indemnify  Purchaser,  the
Companies and the Subsidiaries and Affiliates,  and their respective  successors
and assigns, and their respective officers, directors,  stockholders,  employees
and Affiliates  (collectively,  the "Purchaser Indemnified  Parties"),  from and
against, and shall reimburse the same for and in respect of, any and all losses,
costs, fines, liabilities,  claims,  penalties,  damages and expenses (including
all reasonable  legal fees and expenses) of any nature or kind, know or unknown,
fixed,   accrued,   absolute  or   contingent,   liquidated   or   unliquidated,
(collectively, "Losses") incurred by any Purchaser Indemnified Party or to which
any of them may be subject  which arise from or are related to (i) any breach of
any  representation  or warranty  made by the Sellers  pursuant to Article IV of
this Agreement or any of the Seller Transaction Agreements,  (ii) any Company or
Subsidiary  Claims,  (iii) any Known  Pre-Closing  Litigation,  (iv) the failure
prior to Closing of any ERISA Plans to be  administered  in accordance  with its
terms and in compliance with ERISA and the Code including any Losses incurred by
the Companies or the  Subsidiaries as a result of actions of participants in the
ERISA Plans or other third party (a "Surviving ERISA Claim"), or (v) a breach of


                                     - 40 -
<PAGE>
any covenant or obligation of such Seller in this  Agreement or any  Transaction
Documents.  Subject to Section 7.3,  each Seller shall be  responsible  only for
such Seller's Percentage Interest for any such Losses;  provided,  that any such
Losses incurred as a result of a breach by any Seller of the representations and
warranties  contained in Sections 4.20,  4.21,  4.22, 4.23, 4.26 and 4.27 or any
breach of any  covenant  hereunder  by any  Seller  shall be borne  only by such
Seller.

                  (b)      The Purchaser shall indemnify each of the Sellers and
their respective  Affiliates,  and their respective  successors and assigns, and
their respective  officers,  directors,  stockholders,  employees and Affiliates
(collectively,  the "Seller Indemnified  Parties"),  from and against, and shall
reimburse  the same for and in  respect of any and all  Losses  incurred  by any
Seller Indemnified Party or to which any of them may be subject which arise from
(i) any breach of any  representation or warranty made by the Purchaser pursuant
to Article V of this Agreement or any Transaction  Agreements,  (ii) a breach of
any covenant by Purchaser in this Agreement or any Transaction Agreements.

                  (c)      RCG  shall  indemnify  the  Sellers  and  the  Seller
Indemnified  Parties  from and  against and shall  reimburse  the same for or in
respect of any and all Losses incurred by any Seller or Seller Indemnified Party
or to which any of them may be  subject  which  arise from (i) any breach of any
representation  or warranty made by RCG and the Purchaser  pursuant to Article V
of this Agreement  (including as set forth on Schedule 2.5(d)),  (ii) any breach
of any covenant by RCG in this Agreement or the Transaction Documents (including
as set forth on Schedule 2.5(d)), or (iii) any breach, prior to the consummation
of  the  Closing,  of  any  covenant  by  Purchaser  in  this  Agreement  or the
Transaction Documents.

         7.2      Indemnification Procedures.

                  (a)      A  party  entitled  to  indemnification   under  this
Article VII (an "Indemnified  Party") shall give each party obligated to provide
indemnification  pursuant to this Article VII (an  "Indemnifying  Party") prompt
written notice (the "Claim Notice") of any Claim, assertion, event, condition or
proceeding  involving  Losses  as to which  it is  entitled  to  indemnification
hereunder (an "Indemnifiable  Claim"),  provided,  however,  that failure of the
Indemnified  Party to give the Claim  Notice will not  relieve the  Indemnifying
Party from liability  hereunder except to the extent such failure results in the
forfeiture by the  Indemnifying  Party of substantial  rights and defenses,  and
will not in any event relieve the Indemnifying Party from any obligations to the
Indemnified Party other than the indemnification  obligation provided herein. If
the  Sellers,  collectively,  are  the  Indemnifying  Party,  references  to the
Indemnifying  Party  in the  procedural  provisions  of this  Section  7.2  (for
procedural purposes only) shall be to the Sellers' Representative.

                  (b)      With respect to Indemnifiable Claims by or in respect
of any third party (each, a "Third Party Claim"),  an  Indemnifying  Party shall
have the right,  upon  written  notice to the  Indemnified  Party (the  "Defense
Notice") within ten (10) days of its receipt from the  Indemnified  Party of the
Claim  Notice,  to conduct at its expense the defense  against such  Third-Party


                                     - 41 -
<PAGE>

Claim in its own name, or, if necessary,  in the name of the Indemnified  Party.
When the Indemnifying Party assumes the defense, the Indemnified Party will have
no liability for any compromise or settlement of any such claim that is effected
without its prior  written  consent  (which  consent  shall not be  unreasonably
withheld),  unless the sole relief provided is monetary damages that are paid in
full by the  Indemnifying  Party and such  compromise or settlement  includes an
unconditional release of each Indemnified Party from any liabilities arising out
of such Third-Party Claim. In the event that the Indemnifying Party does deliver
a Defense Notice and thereby  elects to conduct the defense of such  Third-Party
Claim,  the Indemnified  Party will, at the  Indemnifying  Party's sole expense,
cooperate with the  Indemnifying  Party.  Regardless of which party defends such
Third-Party  Claim,  the other  party  shall  have the right at its  expense  to
participate in the defense assisted by counsel of its own choosing, In the event
that the  Indemnifying  Party shall fail to give the Defense  Notice  within the
time  prescribed by this Section 7.2(b),  the  Indemnified  Party shall have the
sole right to reasonably conduct such defense at the expense of the Indemnifying
Party and the  Indemnified  Party may pay,  compromise  or defend  such claim or
proceeding at the Indemnifying Party's expense.

                  (c)      In the event of any Surviving  ERISA Claim  involving
the failure of such ERISA Plan to be  administered  in accordance with its terms
and applicable law (other than a Third Party Claim),  the Sellers shall have the
right in their  sole  reasonable  discretion  upon  advance  notice to and after
consultation  with  the  Purchaser  to  determine  the  appropriate   correction
methodology  and to  implement  (or  cause the  Purchaser  or the  Companies  to
implement) such correction to such ERISA Plan(s)  (including  without limitation
any  retroactive  amendment to such ERISA Plan that Sellers deem to be necessary
or appropriate to effectuate such correction).  Sellers may in their own name or
in the name of the Purchaser  Indemnified  Parties,  upon advance  notice to and
after consultation with the Purchaser submit any such proposed correction to the
Internal  Revenue  Service (or, if  applicable,  to the  Department of Labor) to
obtain  the  approval  of such  correction  by  such  governmental  agency.  The
Purchaser  Indemnified  Parties will have no  liability  for any  compromise  or
settlement of any such Surviving ERISA Claim that is effected  without its prior
written consent (which consent shall not be unreasonably  withheld),  unless the
sole  relief  provided  is  monetary  damages  that  are  paid  in  full  by the
Indemnifying Party.

                  (d)      In the  event any  Indemnified  Party  should  have a
claim  against  any  Indemnifying  Party  hereunder  which  does not  involve  a
Third-Party  Claim, the Indemnifying Party shall pay the amount set forth in the
Claim  Notice  unless it objects in  writing to the amount or  validity  thereof
within 30 calendar days after receipt of the Claim Notice. In the event that the
Indemnifying  Party  objects to the amount or the validity of the  Indemnifiable
Claim set forth in the Claim  Notice,  the  parties  will use their  good  faith
reasonable  best efforts to resolve such matter within 30 days of receipt of the
objection to the Claim Notice. If the dispute is not resolved during such 30-day
period, such matter shall be resolved in accordance with Sections 12.8 and 12.11
hereof.

                  (e)      Each of the  Purchaser  Indemnified  Parties shall be
entitled,  in its sole  discretion  to  exercise a right of offset  against  any
amounts  required  to be paid by such  Purchaser  Indemnified  Party  under this
Agreement or any of the Transaction Agreements,  including,  without limitation,
the  amount  of any  Contingent  Payment  required  to be paid by the  Purchaser
pursuant  to  Section  2.5  hereof by  deducting  the  amount of any  claims for
indemnification  pursuant to Section 7.1(a) or Section  9.1(a),  but only to the


                                     - 42 -
<PAGE>

extent  that the amount of such claim for  indemnification  has not been  timely
disputed by the Indemnifying  Party or has been  definitively  determined and is
not subject to further appeal or challenge (the "Seller Offset Amounts"). Before
a Seller  Indemnified Party can exercise such a right of offset, it must provide
two (2) Business Days written notice thereof to the Indemnifying Party.

                  (f)      In the event that any Contingent  Payment becomes due
and payable to any  Indemnifying  Party pursuant to Section 2.5 hereof at a time
when  there  is  one  or  more   unresolved   disputes   as  to  any  claim  for
indemnification  pursuant to Section 9.1 or Article VII ("Disputed Claims"), the
Escrow Agent shall  establish a sub-account  under the Escrow  Agreement and the
Purchaser  shall  deposit  with the Escrow  Agent the portion of the  Contingent
Payment  (equal to the  excess of the  amount of the  Disputed  Claims  over the
then-remaining  available balance of the Escrow Account that is not subject to a
Reserve  (as  defined in the  Escrow  Agreement))  (the  "Reserve  Amounts")  as
security for the payment of the Disputed  Claims  until  resolution  of any such
disputes in  accordance  with the  provisions  hereof.  Upon  resolution of such
Disputed  Claims,  the Escrow Agent shall distribute to the Purchaser and/or the
applicable  Seller or Sellers the  relevant  portion of the  Reserve  Amounts in
accordance with the terms the Escrow Agreement.

         7.3      Limitations on Indemnification.

                  (a)      Notwithstanding  anything  to the  contrary  in  this
Agreement,  the maximum  aggregate  liability of the Sellers pursuant to Section
7.1(a)  shall not exceed an amount  equal to  $4,000,000  (the  "Indemnification
Cap").  No claim for  indemnification  may be made by the Purchaser  Indemnified
Parties  pursuant  to  Section  7.1(a)  until such  claims for which  Losses are
otherwise  recoverable  are in the aggregate in excess of $100,000,  after which
the  Purchaser  Indemnified  Parties  will be  entitled to make any and all such
claims only for Losses in excess of $100,000;  provided that the limitations set
forth in this sentence and the first  sentence of this Section  7.3(a) shall not
apply  to  Losses  incurred  by  reason  of any  Known  Pre-Closing  Litigation,
Surviving ERISA Claim or a breach by any Seller of a representation  or warranty
contained in Sections 4.1, 4.2,  4.4,  4.13,  4.16,  4.18,  4.20 or 4.21,  which
Losses  shall be limited to such  Seller's  Percentage  Interest  of the Initial
Purchase Price..

                  (b)      Notwithstanding  anything  to the  contrary  in  this
Agreement,  the maximum aggregate liability of the Purchaser pursuant to clauses
(i) and (ii) of Section  7.l(b)  shall not exceed the  Indemnification  Cap.  No
claim for indemnification may be made by the Seller Indemnified Parties pursuant
to clauses (i) and (ii) of Section 7.1(b) until such claims for which Losses are
otherwise  recoverable  are in the aggregate in excess of $100,000,  after which
the Seller Indemnified  Parties will be entitled to make any and all such claims
only for Losses in excess of $100,000.

         7.4      Method  of  Payment.  All  amounts  payable  to any  Purchaser
Indemnified  Party  pursuant  to this  Article  VII and  pursuant to Section 9.1
hereof  shall be paid first from the Escrow  Account  held by the Escrow  Agent,
pursuant to the Escrow  Agreement.  To the extent such funds are insufficient to
satisfy Sellers' obligations  hereunder,  then, such Purchaser Indemnified Party
may  exercise  the right of offset and reserve set forth in Sections  7.2(e) and
(f) to the extent any Contingent  Payment is then owing; and if such amounts are


                                     - 43 -
<PAGE>

insufficient,  each Seller shall be responsible for indemnifying  such Purchaser
Indemnified  Party in accordance  with the terms hereof.  All amounts payable to
any Seller  Indemnified Party pursuant to this Article VII shall be paid in cash
by RCG or the  Purchaser,  to the extent  such party is liable,  within ten (10)
Business Days following determination of such amounts due.

         7.5      Survival of Representations,  Warranties and Covenants. Except
as set forth in Section 9.10, the  representations and warranties of the parties
contained  herein shall survive until the first  anniversary of the Closing Date
(the  "Expiration  Date"),  and no party  may seek  indemnification  under  this
Article VII with respect to a breach of a  representation  or warranty after the
Expiration Date; provided,  however, that (i) the representations and warranties
contained in Sections 4.1, 4.2, 4.4, 4.13,  4.16 and 4.18 shall survive until 90
calendar days after the applicable statute of limitations (including any and all
valid  extensions   thereof)  and  a  Purchaser   Indemnified   Party  may  seek
indemnification  with respect to a breach of such representation or warranty any
time  prior to the  expiration  of such  statute  of  limitations,  and (ii) the
representations  and  warranties  of the Sellers  contained in Sections 4.20 and
4.21  shall  survive  indefinitely.  Notwithstanding  anything  to the  contrary
contained  herein,  all  representations  and  warranties  made  by  each of the
Sellers, RCG and the Purchaser in this Agreement or in any schedule, Transaction
Agreement or other document  delivered  pursuant hereto,  and the liability with
respect thereto,  shall not terminate with respect to any Claim,  whether or not
fixed as to liability  or  liquidated  as to amount,  with respect to which such
party  has  been  given  a  Claim  Notice  prior  to  the  date  on  which  such
representation  or warranty  expires.  The  parties'  respective  covenants  and
agreements  contained in this Agreement or in any  Transaction  Agreement  shall
survive   indefinitely   unless   otherwise   set  forth   herein  or   therein.
Notwithstanding anything to the contrary in this Agreement, (a) no investigation
by  a  party  shall  affect  the  representations,   warranties,  covenants  and
agreements  of the other  parties  under this  Agreement  or in any  Transaction
Agreement certificate,  schedule,  list, exhibit,  agreement,  document or other
writing  delivered  pursuant  hereto  or in  connection  with  the  transactions
contemplated  hereby  furnished or to be furnished to the other  parties and (b)
such representations, warranties, covenants and agreements shall not be affected
or deemed waived by reason of the Closing or of the fact that the other party or
parties knew or should have known that any of the same is or might be inaccurate
in any respect.

         7.6      Limitation of Other  Indemnification  Rights.  Notwithstanding
anything to the contrary in the organizational documents or other instruments of
the Companies and Subsidiaries,  if the Indemnifying Party is one of the Sellers
(a "Seller Indemnifying  Party"),  such Seller Indemnifying Party shall not have
any right to indemnification or other recovery  thereunder or otherwise (whether
as an officer,  director,  stockholder  or in any other  capacity  except to the
extent  covered  by any  applicable  "D&O  Insurance")  from  the  Companies  or
Subsidiaries  with  respect  to  any  matter  to the  extent  that  such  Seller
Indemnifying  Party is  liable,  or would be liable but for the  limitations  on
indemnification  contained herein, to any of Purchaser  Indemnified  Parties for
indemnification  under  this  Article  VII or  Article  IX with  respect to such
matter. 7.7 Exclusivity of Article IX. Notwithstanding anything contained herein
to the contrary,  except as set forth in Section 7.2(e), Section 7.2(f), Section
7.4 and Section 7.6, Article VII shall have no application to any matter that is
governed by Article IX.


                                     - 44 -
<PAGE>

         7.8      Insurance Payments.  Notwithstanding the foregoing  provisions
of this Article VII, a party shall not be entitled to be  indemnified  hereunder
for any portion of the amount of any Losses with  respect to which such party is
insured and receives payment.

                                  ARTICLE VIII

                                      COSTS

         8.1      Transactional  Costs.  The Purchaser  shall be responsible for
all of its legal, accounting,  advisory,  consulting,  finder and other fees and
expenses  incurred  in  connection  with  this  Agreement  and  the  Transaction
Agreements,  and the  consummation of the transactions  contemplated  hereby and
thereby,  and the  Sellers  shall  be  responsible  for all  legal,  accounting,
advisory,  consulting  and other fees and  expenses  incurred  by the Sellers in
connection with this Agreement,  the Transaction Agreements and the consummation
of the  transactions  contemplated  hereby and thereby,  including  the fees set
forth on Schedule 4.18. All legal, accounting,  advisory, consulting, finder and
other fees and expenses incurred by the Sellers,  the Companies and Subsidiaries
in  connection  with  this  Agreement,   the  Transaction   Agreements  and  the
consummation of the transactions  contemplated hereby and thereby, shall be paid
prior to or at the Closing and,  from and after the Closing  neither the Company
nor the  Purchaser,  nor any of their  respective  Affiliates  (exclusive of the
Sellers), shall have any further obligation with respect thereto.

                                   ARTICLE IX

                                   TAX MATTERS

         9.1      Tax Indemnification.

                  (a)      Each  of the  Sellers  shall  jointly  and  severally
indemnify,  defend and hold harmless the Purchaser  Indemnified Parties against,
and shall  reimburse  the Purchaser  Indemnified  Parties for any and all Losses
arising out of, based upon or relating or attributable to (without duplication):

                           (i)      all Taxes  imposed on the  Companies  or any
         Subsidiaries  relating or  attributable to taxable periods ending on or
         before the Closing Date ("Pre-Closing Period") and, with respect to any
         period that  begins on or before and that ends after the  Closing  Date
         (in each case,  a  "Straddle  Period"),  the  portion of such  Straddle
         Period  deemed to end on and include  the  Closing  Date (in the manner
         determined pursuant to Section 9.1(c));

                           (ii)     any   breach   of  or   inaccuracy   in  any
         representation or warranty contained in Section 4.14 of this Agreement;
         and


                                     - 45 -
<PAGE>

                           (iii)    the failure by the  Sellers or the  Sellers'
         Representative  to  perform  (or  cause to have  performed)  any of the
         covenants  made by them or  agreements  entered into  contained in this
         Article IX, Section 6.1(m) and Section 6.1(p)(ii).

                  (b)      The Purchaser shall each  indemnify,  defend and hold
harmless  the  Sellers  against,  and  shall  reimburse  the  Sellers  for their
respective  Percentage Interest of any and all Losses arising out of, based upon
or relating or attributable to (without duplication):

                           (i)      all Taxes  imposed on the  Companies  or any
         Subsidiaries  relating or  attributable  to taxable  periods  beginning
         after the Closing Date ("Post-Closing Period") and, with respect to the
         Straddle  Period,  the portion of such Straddle  Period deemed to begin
         after the Closing  Date (in the manner  determined  pursuant to Section
         9.1(c);

                           (ii)     the  failure  by RCG  and the  Purchaser  to
         perform (or cause to have  performed) any of the covenants made by them
         or agreements entered into contained in this Article IX; and

                           (iii)    all   additional   Taxes   imposed  on  each
         Shareholder, Company or any Subsidiary in excess of the amount of Taxes
         that would have been imposed if no elections  under Section  338(h)(10)
         of the Code were made with respect to the acquisition of the Companies.

                  (c)      For  purposes  of this  Section  9.1(c),  in order to
apportion  appropriately  any Taxes relating to a Straddle  Period,  the parties
hereto shall,  to the extent  permitted  under  applicable  Law,  elect with the
relevant  Tax  authority  to treat for all Tax  purposes the Closing Date as the
last day of the taxable year or period of the Companies and Subsidiaries. In any
case where  applicable Law does not permit the Companies or any  Subsidiaries to
treat  the  Closing  Date as the last day of the  taxable  year or  period,  the
portion of any Taxes that are  allocable to the portion of the  Straddle  Period
ending on the Closing Date shall be:

                           (i)      in the case of Taxes  that are  imposed on a
         periodic  basis,  deemed to be the  amount of such Taxes for the entire
         period (or, in the case of such Taxes  determined  on an arrears  basis
         (such  as real  property  taxes),  the  amount  of such  Taxes  for the
         immediately preceding period) multiplied by a fraction the numerator of
         which is the number of calendar  days in the Straddle  Period ending on
         (and  including)  the Closing Date and the  denominator of which is the
         number of calendar days in the entire relevant Straddle Period; and

                           (ii)     in the case of Taxes  not  described  in (i)
         such as Taxes  that are  either  (x) based upon or related to income or
         receipts,  or (y) imposed in connection with any sale or other transfer
         or assignment of property (real or personal,  tangible or intangible)),
         deemed equal to the amount that would be payable if the taxable year or
         period ended on the Closing Date.


                                     - 46 -
<PAGE>

                  (d)      The  Sellers  shall have no rights or claims  against
the Companies or any  Subsidiaries  with respect to any  liabilities  any Seller
incurs pursuant to this Article IX, including, without limitation, any claim for
indemnification  or  contribution.  Notwithstanding  this Section  9.1(d),  RCG,
Purchaser  and Sellers shall take all actions  within their control  (including,
but not limited to, cooperating with the Sellers as set forth in Section 9.5) to
help reduce or alleviate any Taxes for which the parties may be liable  pursuant
to this Article IX.

         9.2      Tax Refunds.  Subject to Section 9.4, the Purchaser  shall pay
to the Sellers (a) all  refunds or credits of Taxes  received by the  Purchaser,
the Companies,  or any  Subsidiaries  after the Closing Date and attributable to
Taxes paid by the  Companies or any  Subsidiaries  with respect to a Pre-Closing
Period  and (b) a portion  of all  refunds  or  credits  of Taxes  received  the
Purchaser,  the  Companies,  or any  Subsidiaries  after  the  Closing  Date and
attributable to Taxes paid by the Companies or any Subsidiaries  with respect to
any Straddle Period (such portion to be allocated consistent with the principles
set forth in Section  9.1(c)),  in each case,  net of any Taxes  imposed on such
refund amount (that is not otherwise paid by Sellers hereunder).

         9.3      Preparation and Filing of Tax Returns and Payment of Taxes.

                  (a)      Subject to the third sentence of this Section 9.3(a),
the Sellers  shall  prepare and timely file (or cause to be prepared  and timely
filed) all Tax Returns  required to be filed by each Company and  Subsidiary for
all  Pre-Closing  Periods  and  shall  pay or cause to be paid all Taxes due and
payable in respect  of such Tax  Returns  (such Tax  Returns,  the  "Pre-Closing
Period Tax Returns").  All such Pre-Closing Period Tax Returns shall be prepared
and  filed  in a  manner  that is  consistent  with the  prior  practice  of the
Companies and the  Subsidiaries,  except as required by applicable Law and shall
take into account the Section  338(h)(10)  elections set forth in Section 9.5(d)
hereof. If any such Pre-Closing Period Tax Returns are due after the Closing and
if the Sellers are not authorized to file such Pre-Closing Period Tax Returns by
Law, the Sellers  shall submit  drafts of such returns to the  Purchaser for its
review at least  twenty  (20) days prior to the due date of any such Tax Return,
provided,  however,  that such drafts of any such Pre-Closing  Period Tax Return
shall be subject to the  Purchaser's  review and approval,  which approval shall
not be  unreasonably  withheld  or  delayed.  Subject to the  provisions  of the
immediately  preceding  and  succeeding  sentences,   if  the  Sellers  are  not
authorized  to file a  Pre-Closing  Period  Tax Return by Law,  Purchaser  shall
timely file (or caused to be filed) such Pre-Closing Period Tax Return due after
the Closing Date with the appropriate taxing authorities.  The Sellers shall pay
or cause to be paid all Taxes due and  payable in  respect  of such  Pre-Closing
Period Tax  Returns to the  Purchaser  no later than three (3) days prior to the
due date of such Tax Return,  and the Purchaser  shall,  in connection  with its
obligation  to file (or cause to be filed) such Tax Return,  pay (or cause to be
paid) to the  appropriate  Tax  authority the amount of Taxes shown to be due on
such Tax Return.  Purchaser  shall be liable for any  penalties or interest as a
result of their failure to timely file any Tax Returns  pursuant to this Section
9.3  (except  to the  extent  such  failure  is a direct  result of a failure of
Sellers to perform hereunder).

                  (b)      The Purchaser  shall prepare and timely file or cause
the Companies or any  Subsidiaries  to prepare and timely file,  all Tax Returns
required to be filed by the  Companies  or such  Subsidiaries  for all  Straddle
Periods (such Tax Returns, the "Straddle Period Tax Returns"). All such Straddle
Period Tax Returns  shall be prepared  and filed in a manner that is  consistent


                                     - 47 -
<PAGE>

with the  prior  practice  of the  Companies  or such  Subsidiaries,  except  as
required by  applicable  Law. The  Purchaser  shall  deliver  drafts of all such
Straddle  Period Tax  Returns to the  Sellers for its review at least sixty (60)
days prior to the due date of any such Tax Return  (taking  into  account  valid
extensions) and shall notify the Sellers of the  Purchaser's  calculation of the
Sellers' share of the Taxes of the Companies or such  Subsidiaries  for any such
Straddle  Periods  (determined  in accordance  with Section  9.1(c));  provided,
however,  that such  drafts of any such  Straddle  Period Tax  Returns  and such
calculations of the Sellers' share of the Tax liability for such Straddle Period
(determined in accordance  with Section  9.1(c)) shall be subject to the Sellers
review and  approval,  which  approval  shall not be  unreasonably  withheld  or
delayed.  If the Sellers  disputes any item on such Tax Return,  it shall notify
the  Purchaser  (by  written  notice  within  ten (10)  days of  receipt  of the
Purchaser's  calculation) of such disputed item (or items) and the basis for its
objection.  If the Sellers do not object by written  notice within such ten (10)
day period,  the Purchaser's  calculation of the Sellers' share of the Taxes for
such Straddle  Period shall be deemed to have been accepted and agreed upon, and
final and conclusive,  for all purposes hereof.  The parties hereto shall act in
good faith to resolve any such dispute prior to the date on which the Tax Return
is required to be filed. If the parties hereto cannot resolve any disputed item,
the item in  question  shall be resolved by an  Independent  Accounting  Firm as
promptly as  practicable.  The fees and expenses of the  Independent  Accounting
Firm shall be shared  equally by the parties.  No later than five (5) days prior
to the  filing  of such Tax  Return,  the  Sellers  shall pay the  Purchaser  in
immediately  available  funds  the  amount  of the  Sellers'  share  of the  Tax
liability for the Straddle Period determined under this Section 9.3(b).  Subject
to the preceding  sentence and Section 9.1, the Purchaser  shall pay or cause to
be paid  their  allocable  share of any Taxes due and  payable in respect of all
such Straddle Period Tax Returns. Purchaser shall be liable for any penalties or
interest as a result of its  failure to timely file any Tax Returns  pursuant to
this Section 9.3 not caused by the delay of any of the Sellers'.

                  (c)      Sellers  shall  include  any  income,   gain,   loss,
deduction or other tax items for any  Pre-Closing or Straddle Period in a manner
consistent  with Schedule  K-1's  prepared  with respect to such  periods.  Such
Schedule  K-1s shall  include any gain or income  allocable  to the Sellers as a
result of the Section 338(h)(10) elections described in Section 9.5(d) hereto.

         9.4      Accounting  and Tax Records.  The Sellers shall make available
to the  Purchaser  all Tax  Returns  (and other  information  relating to Taxes,
including Tax work papers and files in its possession) of the Companies and each
Subsidiary for taxable  periods ending  December 31, 2001 and thereafter as well
as other information to the extent available. Sellers shall retain all books and
records  with  respect  to Tax  matters  pertinent  to any of the  Companies  or
Subsidiaries  relating to any taxable period  beginning  before the Closing Date
until the expiration of the statute of  limitations  of the  respective  taxable
periods,  and  shall  abide  by all  record  retention  agreements  with any Tax
authority.  In addition, the Sellers shall give the Purchaser reasonable written
notice  prior to  transferring,  destroying  or  discarding  any such  books and
records  and shall  allow the  Purchaser  to take  possession  of such books and
records.

         9.5      Tax Cooperation;  Amendment of Tax Returns; Section 338(h)(10)
Elections.

                  (a)      The  Sellers'  Representative,  the  Sellers  and the
Purchaser agree to furnish or cause to be furnished to each other, upon request,
as promptly as  practicable,  such  information  (including  access to books and


                                     - 48 -
<PAGE>

records) and assistance  relating to the Companies and each Subsidiaries,  as is
reasonably  requested for the filing of any Tax Returns,  for the preparation of
any audit and for the  prosecution or defense of any Tax Claim.  Any information
obtained under this Section 9.5 shall be kept confidential  except (i) as may be
otherwise  necessary in connection  with the filing of Tax Returns or claims for
refund or in conducting an audit or other  proceeding,  or (ii) with the consent
of the Sellers' Representative or the Purchaser, as the case may be.

                  (b)      Sellers'  Representative shall not, and the Purchaser
shall not be required by the Sellers' Representative to, amend any Tax Return of
or relating to the Companies or any Subsidiaries,  except that the Sellers shall
be permitted to amend a Pre-Closing Period Tax Return (an "Amended Tax Return"),
and the Purchaser  shall cooperate with Sellers in the preparation and filing of
such Amended Tax Return if such amendment  would entitle the Sellers to a refund
of Pre-closing  Period Taxes under Section 9.2;  provided that  Purchaser  shall
have the right to review and approve  such  Amended Tax Return,  which  approval
shall not be unreasonably withheld or delayed; provided, further, that if and to
the extent that such refund  shall have any  adverse  effect upon the  Companies
(resulting  in an increase  in Taxes,  hereinafter  referred  to as  "Additional
Taxes") for any period for which  Sellers are required to  indemnify  Purchaser,
then notwithstanding  anything to the contrary contained in this Agreement,  the
amount of refund required to be paid to Sellers pursuant to Section 9.2 shall be
reduced by the amount of such additional Taxes.

                  (c)      Unless  required by law and subject to the provisions
of Section 9.6 of this Agreement, none of the Purchaser or any of its Affiliates
shall or shall  cause or permit  the  Companies  or any of the  Subsidiaries  to
amend,  refile or otherwise modify any Tax Return of the Companies or any of the
Subsidiaries  with  respect to any  Pre-Closing  Period  without  the consent of
Sellers not to be unreasonably withheld,  provided,  however, that Purchaser and
its Affiliates shall be entitled to amend,  refile, or otherwise modify any such
Tax Return as a result of a carryback of a Tax attribute  relating to any period
ending after the Closing Date.

                  (d)      Each of the Sellers and the  Purchaser  shall jointly
make  timely  elections  pursuant  to  Section  338(h)(10)  (and any  comparable
provision of  applicable  law) of the Code to treat the sale of the Common Stock
as a sale of the assets of the  Companies.  The  Purchaser and the Sellers shall
jointly  prepare and timely file any  required  forms and  schedules in order to
effectuate  such election.  The aggregate sales price for the Common Stock shall
be  allocated  among  the  assets  deemed  to have  been  purchased  in a manner
reasonably  agreed  upon by the  Sellers and the  Purchaser.  The parties  shall
report the deemed  sale  consistently  with such  allocation  for all  purposes,
including without limitation, for purposes of filing all Tax Returns. Each party
will  promptly  notify the other of any  proceeding  relating to the  allocation
described  in this  section  and will keep the  other  advised  of the  progress
thereof.

                  (e)      Purchaser and Sellers  shall take all actions  within
their control  (including,  but not limited to,  cooperating with the Sellers as
set forth in this Section  9.5) to help reduce or alleviate  any Taxes for which
the parties may be liable.


                                     - 49 -
<PAGE>

         9.6      Tax Audits.

                  (a)      After the Closing, each of the Purchaser,  on the one
hand, and the Sellers'  Representative,  on the other hand ("Recipient"),  shall
promptly  notify the other party in writing upon receipt by the Recipient or any
of its  Affiliates  (including in the case of the Sellers'  Representative,  the
Sellers) of any written notice of any pending or threatened audit or assessment,
suit,  proposed  adjustment,   deficiency,   dispute,   administrative  judicial
proceeding or other similar Claim ("Tax Claim")  received by the Recipient  from
any Tax authority or any other party with respect to Losses for which any of the
Sellers  may be liable  hereunder;  provided,  however,  that a  failure  by the
Purchaser  or Sellers'  Representative  to give such notice shall not affect the
other party's rights to indemnification under Section 9.1 unless the other party
is materially adversely prejudiced as a consequence of such failure.

                  (b)      The Sellers'  Representative may elect to control the
conduct,  through  counsel of the  Sellers'  own  choosing  and at the  Sellers'
Representative's  sole expense and with the  participation of the Purchaser,  of
any Tax Claim  involving any asserted  liability  with respect to or relating to
any  Pre-Closing  Period.  If the  Sellers'  Representative  desires to elect to
control any such Tax Claim,  the Sellers  shall within ten (10) calendar days of
receipt of the notice of such Tax Claim  notify the  Purchaser in writing of its
intent to do so. If the Sellers'  Representative properly elects to control such
Tax Claim,  then the  Sellers'  Representative  shall have all rights to settle,
compromise  and/or  concede such  asserted  liability  and the  Purchaser  shall
reasonably  cooperate  and shall cause the  Companies  and the  Subsidiaries  to
reasonably cooperate;  provided, however, that the Sellers' Representative shall
not settle,  compromise  and/or concede such asserted  liability (i) without the
written consent of Purchaser (whose consent shall not be unreasonably  withheld)
if such settlement, compromise or concession could increase the Tax liability of
any  of  the  Purchaser  (or  any  of  its  Affiliates),  the  Companies  or any
Subsidiaries for any other taxable period. If the Sellers'  Representative  does
not  elect to  control a Tax Claim for a  Pre-Closing  Period  pursuant  to this
Section 9.6(b) (or, after assuming control, the Sellers' Representative fails to
reasonably defend against such Tax Claim), the Purchaser,  the Companies, or the
Subsidiaries may, without affecting its or any other indemnified  party's rights
to indemnification under this Article IX, assume and control the defense of such
Tax Claim with  participation  by the Sellers'  Representative  (at the Sellers'
expense);  provided,  however,  that the  Purchaser may not settle or compromise
such Tax Claim without the consent of the Sellers' Representative, which consent
shall not be unreasonably withheld or delayed.

                  (c)      With  respect  to any Tax  Claim  that  involves  any
Straddle  Period,  the Purchaser  shall notify the Sellers of such Tax Claim and
the Purchaser  shall control the conduct of any such Tax Claim,  through counsel
of  the   Purchaser's   own  choosing   with   participation   by  the  Sellers'
Representative (at the Sellers' expense) and the Purchaser shall have all rights
to settle,  compromise and/or concede such Tax Claim with the consent of Sellers
(which shall not be unreasonably withheld or delayed).

         9.7      Transfer Taxes. Notwithstanding the foregoing, Sellers, on the
one hand,  and the  Purchaser,  on the other hand shall each pay one-half of any
sales,  use,  real property  transfer,  real property  gains,  transfer,  stamp,
registration, documentary, recording or similar Taxes, if any, together with any
interest thereon,  penalties, fines, costs, fees, additions to tax or additional


                                     - 50 -
<PAGE>

amounts  with  respect  thereto  (collectively,   "Transfer  Taxes")  for  which
Purchaser and Sellers are liable (in any capacity) under applicable Law and that
are incurred in connection with the transactions contemplated by this Agreement.
RCG and the Purchaser will be  responsible  for preparing and timely filing (and
the Sellers will cooperate  with RCG and/or at Purchasers'  expense in preparing
the filing) any Tax Returns  required with respect to any such  Transfer  Taxes.
The Purchaser will provide to the Sellers a true copy of each such Tax Return as
filed and evidence of the timely filing thereof.

         9.8      Payments.  Except as provided in this  Article IX, any amounts
owed by any party to any other party under this Article IX shall be paid in cash
within fifteen (15) Business Days upon written notice from such other party.

         9.9      Conflicts;  Survival.  Notwithstanding  any other provision of
this Agreement to the contrary,  the obligations of the parties hereto set forth
in this Article IX shall: (a) be unconditional and absolute,  (b) remain in full
force and effect indefinitely, and (c) not be subject to Article VII (other than
Section 7.2(d), Section 7.2(c), Section 7.4 and Section 7.6); provided, however,
that the representations and warranties  contained in Section 4.14 shall survive
the Closing until ninety (90) days  following the  expiration of the  applicable
statute of limitations (taking into account all extensions  thereof);  provided,
further, in the event notice for indemnification  under Section 9.1 hereof shall
have been given within the applicable survival period in accordance with Section
12.2  hereof,  the  representation  or  warranty  that  is the  subject  of such
indemnification  Claim  shall  survive  until such time as such Claim is finally
resolved.  In the event of a  conflict  between  this  Article  IX and any other
provision  of  this  Agreement,  this  Article  IX  shall  govern  and  control.
Notwithstanding  anything to the contrary in this Agreement, no investigation by
a party shall affect the representations,  warranties,  covenants and agreements
of the other parties under this Agreement or in any certificate, schedule, list,
exhibit,  agreement,  document or other writing delivered  pursuant hereto or in
connection  with  the  transactions  contemplated  hereby  furnished  or  to  be
furnished to the other parties, and such representations,  warranties, covenants
and  agreements  shall not be affected or deemed waived by reason of the Closing
or of the fact that the other  party or parties  knew or should  have known that
any of the same is or might be inaccurate in any respect.

         9.10     Tax Treatment.  Unless  otherwise  required by applicable Law,
the parties  hereto agree to treat any payment made  pursuant to this Article IX
as an adjustment to the Purchase Price for all Tax purposes.

                                   ARTICLE X

                         CONDITIONS PRECEDENT TO CLOSING

         10.1     General  Conditions.  The respective  obligations of Purchaser
and each Seller to effect the Closing are subject to the  fulfillment or waiver,
prior to or at the Closing,  of each of the following  conditions,  any of which
may be waived by each such party:

                  (a)      No Injunctions, Orders or Restraints;  Illegality. No
preliminary or permanent injunction or other order, decree or ruling issued by a
court of competent  jurisdiction or by a Governmental Authority nor any statute,


                                     - 51 -
<PAGE>

rule,  regulation or executive order  promulgated or enacted by any Governmental
Authority  shall be in  effect  which  would  (i) make the  consummation  of the
transactions contemplated hereby illegal, or (ii) otherwise restrict, prevent or
prohibit  the  consummation  of any of the  transactions  contemplated  by  this
Agreement; and

                  (b)      Statutes.  There shall not be in effect any  statute,
regulation,  order, decree or judgment of any Governmental Authority which makes
illegal or enjoins or prevents the consummation of the transactions contemplated
by this Agreement.

         10.2     Conditions  Precedent to  Purchaser's  Obligations.  Except as
otherwise  provided herein, the obligation of Purchaser to effect the Closing is
subject to the fulfillment, prior to or at the Closing, of each of the following
conditions, any of which may be waived in writing by Purchaser:

                  (a)      Representations  and  Warranties of Sellers.  Each of
the  representations  and warranties of Sellers  contained in this Agreement (i)
which is qualified by materiality  shall be true and correct in all respects and
(ii)  which  is not so  qualified,  shall be true and  correct  in all  material
respects,  in each case as of the date of this  Agreement  and as of the Closing
Date as though such  representations  and warranties  were made at and as of the
Closing Date.

                  (b)      Performance by Sellers.  Sellers shall have performed
and complied in all material respects with all agreements and covenants required
to be performed or complied with by them under this Agreement at or prior to the
Closing and delivered such  agreements and other  documents as may be reasonably
requested by Purchaser.

                  (c)      Material  Adverse  Effect.  Since  the  date  of this
Agreement,  there  shall  have  been no  changes,  events or  occurrences  that,
individually or in the aggregate, have had or are reasonably likely to result in
a Material Adverse Effect.

                  (d)      Fairness Opinion. The board of directors of RCG shall
have obtained a fairness  opinion from an  investment  banking firm stating that
the consideration to be paid to Sellers is fair to RCG from a financial point of
view.

                  (e)      Employment Agreements.  Each of Gutterman,  Caliguiri
and Cohen have executed their respective  Employment Agreement  substantially in
the forms of Exhibits A-1, A-2 and A-3, respectively attached hereto.

                  (f)      Financing. RCG shall obtain financing for the Initial
Purchase Price on terms acceptable to RCG.

                  (g)      Long-Term   Liabilities.   The  Sellers   shall  have
provided information reasonably satisfactory to Purchaser that the Companies and
their  Subsidiaries  have no long-term debt or liabilities at Closing other than
obligations under capital leases.

                  (h)      Real Estate Lease. RPI shall have entered into a real
estate lease for its New York City office space  containing  terms  including as
annexed hereto as Exhibit E.


                                     - 52 -
<PAGE>

                  (i)      Bank  Facility.  The  Companies  shall have a line of
credit in a minimum  amount of $6,000,000  with  Sterling  National Bank or such
other bank reasonably  acceptable to Purchaser,  such line of credit shall be in
good  standing,  with no  outstanding  balances  and the  Companies  shall be in
compliance  with all financial  covenants and in all material  respects with all
other  loan  covenants  contained  in such line of  credit.  The  Companies  and
Subsidiaries shall have the ability to draw on such line of credit.

                  (j)      Termination  of  the   Stockholder   Agreement.   The
Stockholder Agreement shall have been terminated.

                  (k)      Approvals. The approvals, authorizations and Consents
of Governmental Authorities required to consummate the transactions contemplated
hereby set forth on Schedule 4.9(a) and all Consents which may be required under
Material  Contracts,  as set forth on Schedule 4.9(b),  shall have been obtained
and remain in full force and effect,  and (to the extent applicable) any waiting
periods  relating to such  approvals,  authorizations  and  Consents  shall have
expired or been terminated.

                  (l)      Shareholder    Approval.    The   approval   of   the
shareholders of RCG shall have been obtained.

                  (m)      Cash.  The  Companies  and  Subsidiaries  shall  have
unrestricted cash at Closing of at least $2,000,000.

         10.3     Conditions Precedent to Sellers'  Obligations.  The obligation
of Sellers to effect the  Closing of the  transactions  contemplated  hereby are
subject to the fulfillment, prior to or at the Closing, of each of the following
conditions, any of which may be waived in writing by Sellers:

                  (a)      Representations   and   Warranties  of  RCG  and  the
Purchaser.  The representations and warranties of RCG and Purchaser contained in
Article V of this Agreement  shall be true and correct in all material  respects
as of the date of this  Agreement  and as of the  Closing  Date as  though  such
representations and warranties Were made at and as of the Closing Date;

                  (b)      Performance  by RCG  and the  Purchaser.  RCG and the
Purchaser  shall have  performed and complied in all material  respects with all
agreements  and  covenants  required to be performed or complied with by RCG and
the Purchaser under this Agreement at or prior to the Closing and delivered such
agreements and other documents as may be reasonably requested by Sellers;

                  (c)      Employment Agreements.  Purchaser shall have executed
the  Employment  Agreements  in the forms of Exhibits  A-1, A-2 and A-3 attached
hereto; and

                  (d)      Guarantees.   Sellers  shall  either  (i)  have  been
released from all personal  guarantees  set forth on Schedule  10.3(d)  attached
hereto or (ii) such  other  accommodation  or  arrangement  shall have been made
which is satisfactory to Sellers with respect to such guarantees.


                                     - 53 -
<PAGE>

                  (e)      Approvals. The approvals, authorizations and consents
set forth on Schedule 5.3 shall have been  obtained and remain in full force and
effect,  and (to the extent  applicable)  any  waiting  period  relating to such
approvals, authorizations and Consents shall have expired or been terminated.

                                   ARTICLE XI

                             TERMINATION AND WAIVER

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

                  (a)      The  mutual  written  consent  of  Purchaser  and the
Sellers' Representative;

                  (b)      The Purchaser, upon a material breach of any covenant
or agreement set forth in this Agreement (a "Terminating Breach") on the part of
any of the Sellers if such  Terminating  Breach is not cured  within 30 calendar
days following written notice thereof;

                  (c)      The Sellers, upon a Terminating Breach on the part of
Purchaser  if such  Terminating  Breach is not cured  within  30  calendar  days
following written notice thereof; or

                  (d)      By Sellers,  if the Board of Directors of each of RCG
and Purchaser  shall not have authorized and approved the execution and delivery
of this Agreement and the consummation of the transactions  contemplated  hereby
on or before May 12, 2004.

                  (e)      The  Purchaser or the Sellers,  if the Closing  shall
not have  occurred  by August 15,  2004 (the  "Termination  Date")  (unless  the
failure to consummate  the Closing by such date shall be due to or have resulted
from any breach of the  representations or warranties made by, or the failure to
perform  or  comply  in any  material  respect  with  any of the  agreements  or
covenants  hereof to be performed or complied  with prior to the Closing by, the
party seeking to terminate this Agreement).

         11.2     Effect of Termination.  If any party terminates this Agreement
pursuant  to  Section  11.1  above,  all  rights  and  obligations  of the party
hereunder shall terminate  without any liability of any party to the other party
(except for any liability of any party then in breach) provided,  however,  that
the confidentiality provisions contained in Section 6.2, the expense obligations
in Article VIII and Article XII shall survive termination; and further provided,
that in the event the conditions to closing are not satisfied solely as a result
of any one or more of (i)  failure  of RCG to obtain  financing  as set forth in
Section 10.2(f),  (ii) the failure of RCG to obtain shareholder  approval as set
forth in Section 10.2(l),  (iii) the failure of RCG to obtain a fairness opinion
as set forth in Section  10.2(d) on or before  August 15,  2004,  or (iv) in the
event this  Agreement  is  terminated  by Sellers  pursuant to Section  11.1(d),
Purchaser or RCG shall  reimburse  the Sellers  and/or the  Companies  for their


                                     - 54 -
<PAGE>

reasonable costs and expenses, including reasonable attorneys' fees and expenses
upon documentation thereof, in an amount not to exceed $100,000.  Such costs and
expenses shall be expenses  incurred by Sellers as they relate to this Agreement
and the Transaction  Agreement from and after March 22, 2004. Such reimbursement
shall be Seller's exclusive remedy for the failure of such conditions; provided,
such  reimbursement  shall be in addition to, and not in lieu of, any damages or
other remedies available to Sellers, at law or equity, resulting from any breach
by RCG and/or Purchaser of this Agreement.

         11.3     Waiver  of  Agreement.  Any term or  condition  hereof  may be
waived at any time by the party hereto which is entitled to the benefits thereof
by a written  instrument duly executed on behalf of such party. The failure of a
party to  enforce  at any time any  provision  of this  Agreement  shall  not be
construed  to be a waiver of such  provision  nor shall it in any way affect the
validity of this Agreement or the right of such party  thereafter to enforce any
such  provision  No waiver  of any  breach  of this  Agreement  shall be held to
constitute a waiver of any other or any subsequent breach.

         11.4     Amendment of  Agreement.  This  Agreement  may be amended with
respect to any provision  contained  herein at any time by written action of the
parties hereto,

                                  ARTICLE XII

                            MISCELLANEOUS PROVISIONS

         12.1     Successors  and Assigns.  This  Agreement  and all  provisions
hereof will be binding  upon and inure to the benefit of the parties  hereto and
their respective heirs,  successors and permitted  assigns;  provided,  however,
that neither this Agreement nor any right, interest, or obligation hereunder may
be assigned by any party hereto  without the prior written  consent of the other
party,  except that the  Purchaser,  with written notice thereof to the Sellers'
Representative,  may  assign  all or any  portion of its  rights,  interests  or
obligations  to one or more  Affiliates of the  Purchaser,  which  assignees may
thereafter  assign any such  rights,  interests  or  obligations  to one or more
Affiliates; provided that Purchaser shall remain responsible for the performance
of, and any breach of the terms and  obligations  of this  Agreement by any such
Affiliate of Purchaser. Notwithstanding the foregoing, nothing in this Agreement
will  preclude the  Companies  from  consolidating  or merging into or with,  or
transferring all or substantially  all of its assets to, another  corporation or
entity after the Closing, or preclude the Purchaser from transferring any or all
of the capital stock of the Companies to another corporation or entity after the
Closing, but only if such corporation or entity (a "Successor") (i) assumes this
Agreement  and  the  other   Transaction   Documents  and  all  obligations  and
undertakings  of  the  Purchaser  hereunder  and  under  the  other  Transaction
Documents and (ii) agrees that any Contingent Payment for the Contingent Payment
Period in which such transaction occurs, and each subsequent  Contingent Payment
Period, shall be guaranteed by such Successor to be not less than the Contingent
Payment  for  the  Contingent  Payment  Period  prior  to  that  in  which  such
transaction occurs,  provided,  however, if such transaction occurs in the first
Contingent  Payment  Period,  not less than the greater of (a) $2,000,000 or (b)
the actual  Contingent  Payment  Amount.  Upon such a  consolidation,  merger or
transfer,  the term "the  Purchaser"  will mean the Successor and this Agreement
will continue in full force and effect.


                                     - 55 -
<PAGE>

         12.2     Notices.  All notices,  requests,  consents,  instructions and
other  communications  required or permitted to be given  hereunder  shall be in
writing and sent by  nationally-recognized,  next-day delivery service or mailed
by certified or registered  mail,  return receipt  requested,  postage  prepaid,
addressed as set forth below or by facsimile  transmission  confirmed in writing
by next-day  delivery  service;  receipt shall be deemed to occur on the date of
actual  receipt if delivered by registered  or certified  mail or at the time of
transmission if sent by facsimile.

                  (a)      if to the Purchaser, to:

                           WTI Acquisition, Inc.
                           c/o RCG Companies Incorporated
                           6836 Morrison Blvd., Suite 200
                           Charlotte, NC 28211
                           Attention: William Hodge
                           Fax:  704-366-5056

                           and a copy to:

                           Adorno & Yoss, P.A.
                           350 East Las Olas Boulevard, Suite 1700
                           Fort Lauderdale, Florida 33301
                           Attention:  Joel D. Mayersohn, Esq.
                           Fax:  (954) 766-7800

                  (b)      if to Sellers, to:

                           Allen Gutterman (individually, and as Sellers'
                           Representative)
                           c/o The Response Companies
                           23 East 39th Street
                           New York, NY  10016
                           Fax:  212-376-8084

                           Edward Caliguiri
                           c/o The Response Companies
                           23 East 39th Street
                           New York, NY  10016
                           Fax:  212-376-8084

                           Barry Cohen
                           c/o The Response Companies
                           23 East 39th Street
                           New York, NY  10016
                           Fax:  212-376-8084


                                     - 56 -
<PAGE>

                           with a copy to:

                           Sonnenschein Nath & Rosenthal LLP
                           1221 Avenue of the Americas, 25th Floor
                           New York, NY 10020-1089
                           Attention:  H. Frances Kleiner
                           Fax:  212-768-6800

or such other address or persons as the parties may from time to time  designate
in writing in the manner provided in this Section 12.2.

         12.3     Interpretation.  When a reference is made in this Agreement to
Sections,  such  reference  shall  be to a  Section  of  this  Agreement  unless
otherwise indicated. Whenever the words "include," "includes" or "including" are
used in this Agreement they shall be deemed to be followed by the words "without
limitation." The words "hereof," "hereto," "herein" and "hereunder" and words of
similar  import when used in this  Agreement  shall refer to this Agreement as a
whole and not to any particular  provision of this Agreement.  All terms defined
in this Agreement  shall have the defined  meanings when used in any certificate
or other document made or delivered  pursuant  hereto unless  otherwise  defined
therein.  The  definitions  contained in this  Agreement  are  applicable to the
singular as well as the plural forms of such terms and to the  masculine as well
as to the feminine and neuter genders of such term. Unless otherwise stated, any
agreement,  instrument  or  statute  defined  or  referred  to  herein or in any
agreement  or  instrument  that is  referred  to  herein  means  such  agreement
instrument  or statute as from time to time amended,  modified or  supplemented,
including (in the case of agreements  or  instruments)  by waiver or consent and
(in the case of statutes) by  succession of  comparable  successor  statutes and
references to all attachments thereto and instruments incorporated therein.

         12.4     Entire   Agreement.   This   Agreement  and  the   Transaction
Agreements,  together  with the schedules and exhibits  hereto,  represents  the
entire  agreement and  understanding  of the parties  hereto with respect to the
subject matter hereof and supersedes all other prior agreements both written and
oral,  among the  parties  or any of them with  respect  to the  subject  matter
hereof.

         12.5     Amendments  and  Waivers.   This   Agreement   maybe  amended,
superseded,  cancelled, renewed or extended, and the terms hereof may be waived,
only by a written  instrument signed by the Purchaser and the Sellers or, in the
case of a waiver, by the party waiving compliance or his or her  representative.
No delay on the part of any party in  exercising  any right,  power or privilege
hereunder  shall operate as a waiver thereof nor shall any waiver on the part of
any party of any such  right,  power or  privilege,  nor any  single or  partial
exercise of any such right,  power or privilege,  preclude any further  exercise
thereof or the exercise of any other such right, power or privilege.

         12.6     Severability. This Agreement shall be deemed severable and the
invalidity or  unenforceability of any term or provision hereof shall not affect
the  validity  or  enforceability  of this  Agreement  or of any  other  term or
provision hereof.


                                     - 57 -
<PAGE>

         12.7     Headings.  The article and section headings  contained in this
Agreement  are  solely for  convenience  of  reference  and shall not affect the
meaning or interpretation of this Agreement or of any term or provision hereof.

         12.8     Governing  Law.  This  Agreement  shall  be  governed  by  and
construed in accordance  with the laws of the State of Delaware,  without giving
effect to choice of law principles.

         12.9     Schedules  and Exhibits.  The Schedules and Exhibits  attached
hereto are a part of this Agreement as if fully set forth herein.

         12.10    No Third-Party Beneficiaries. Except as expressly contemplated
in this Agreement,  this Agreement shall be binding upon and inure solely to the
benefit of each party hereto and nothing in this Agreement is intended to confer
upon any other person any rights or remedies of any nature  whatsoever  under or
by reason of this Agreement.

         12.11    Waiver by Jury Trial. EACH PARTY  ACKNOWLEDGES AND AGREES THAT
ANY  CONTROVERSY  WHICH MAY ARISE  UNDER  THIS  AGREEMENT  IS LIKELY TO  INVOLVE
COMPLICATED  AND  DIFFICULT  ISSUES,   AND  THEREFORE  EACH  SUCH  PARTY  HEREBY
IRREVOCABLY AND UNCONDITIONALLY  WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL
BY JURY IN RESPECT OF ANY  LITIGATION  DIRECTLY OR INDIRECTLY  ARISING OUT OF OR
RELATING TO THIS AGREEMENT, OR THE TRANSACTIONS  CONTEMPLATED BY THIS AGREEMENT.
EACH PARTY  CERTIFIES  AND  ACKNOWLEDGES  THAT (i) NO  REPRESENTATIVE,  AGENT OR
ATTORNEY OF ANY OTHER PARTY HAS  REPRESENTED  EXPRESSLY OR OTHERWISE,  THAT SUCH
OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING
WAIVER,  (ii) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF
THIS  WAIVER,  AND (iii)  EACH SUCH  PARTY HAS BEEN  INDUCED  TO ENTER INTO THIS
AGREEMENT BY, AMONG OTHER THINGS,  THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION 11.11.

         12.12    Counterparts.  This  Agreement  may be executed in two or more
counterparts  (which  may be by  facsimile),  each of which  shall be  deemed an
original  and all of  which  together  shall  be  considered  one  and the  same
agreement.

         12.13    Further Assurances. After the Closing, each of the Sellers (in
his  capacity  as a  director,  officer  or  employee  or  equity  holder of the
Companies,  as the case may be), and the Purchasers  shall from time to time, at
the request of another  party,  execute and deliver  such other  instruments  of
conveyance and transfer, certificates,  instruments, records or other documents,
assurances or things and take such other actions as may be reasonably  necessary
in order to more effectively consummate the transactions contemplated hereby and
to allow each party fully to enjoy and exercise the rights accorded and required
by it under this Agreement.

         12.14    Obligations of Each of the Sellers and the Companies. Whenever
this  Agreement  requires the Companies to take any action prior to the Closing,
that shall be deemed to include an undertaking on the part of the Sellers to use
reasonable best efforts to cause the Companies to take that action.


                                     - 58 -
<PAGE>

         12.15    Sellers' Representative.

                  (a)      The  Sellers  hereby  authorize,  direct and  appoint
Gutterman to act as agent,  attorney-in-fact  and  representative of the Sellers
(the "Sellers' Representative"), with full power of substitution with respect to
all matters under this Agreement,  including,  without limitation,  determining,
giving and receiving  notices and processes  hereunder,  contesting and settling
claims for  indemnification  pursuant to Articles VII and IX hereof or resolving
any other  disputes  hereunder or under the  Transaction  Agreements;  provided,
that, the authority given to Sellers' Representative  hereunder shall not extend
to any matter  arising  out of any  representation  and  warranty  of any Seller
pursuant to Sections 4.20,  4.21,  4.22,  4.23, 4.26 and 4.27, any breach of any
covenant  arising  hereunder  by any Seller,  or any matters  arising  under any
Seller's  Employment  Agreement.  Any such actions  taken,  exercises of rights,
power or  authority,  and any  decision or  determination  made by the  Sellers'
Representative  consistent herewith, shall be absolutely and irrevocably binding
on each Seller as if such Seller  personally  had taken such  action,  exercised
such rights,  power or authority or made such decision or  determination in such
Seller's individual capacity. Notwithstanding anything to the contrary contained
in this Agreement,  any action required to be taken by the Sellers  hereunder or
any action which Sellers,  at their election,  have the right to take hereunder,
as to which  authority  is granted  to the  Sellers'  Representative  under this
Section  12.15(a)  shall be taken  only by the  Sellers'  Representative  and no
Seller  acting  on its own  shall  be  entitled  to take any  such  action.  The
Purchaser  shall not be liable  for  allocation  of  particular  deliveries  and
payments among the Sellers if made to the Sellers'  Representative as authorized
herein.

                  (b)      The  provisions of this Section 12.15 shall in no way
impose any  obligations on the Purchaser.  In  particular,  notwithstanding  any
notice  received  by the  Purchaser  to the  contrary  (except any notice of the
appointment  of a  successor  Sellers'  Representative)  and absent bad faith or
willful  misconduct,  the Purchaser (i) shall be fully protected in relying upon
and shall be entitled to rely upon,  shall have no liability to the Sellers with
respect to, actions, decisions and determinations of the Sellers' Representative
taken in  accordance  with the  authority  granted in Section  12.15(a) and (ii)
shall be entitled to assume that all actions,  decisions and  determinations  of
the Sellers'  Representative  taken in accordance with the authority  granted in
Section 12.15(a) are fully authorized by all of the Sellers.

                  (c)      The  Sellers'  Representative  shall not be liable to
any of the Sellers or any of their respective  Affiliates for any decisions made
or actions taken by the Sellers' Representative in accordance with the authority
granted in Section 12.15(a). Each of the Sellers agrees, severally in proportion
to his Percentage  Interest,  to indemnify the Sellers'  Representative from and
against any Losses that the Sellers' Representative may incur as a result of his
acting  as the  Sellers'  Representative  hereunder  or in  connection  with the
performance of any of his duties  hereunder to the fullest  extent  permitted by
applicable  Law,  except to the  extent  that such  Losses are caused by actions
taken by, or omitted to be taken by, the Sellers' Representative in bad faith.


                                     - 59 -
<PAGE>

         12.16    Acknowledgements.  The parties  hereto  acknowledge  and agree
that (i) each party has reviewed and negotiated the terms and provisions of this
Agreement and has had the  opportunity  to contribute to its revision,  and (ii)
each party has been  represented  by counsel in reviewing and  negotiating  such
terms and provisions.  Accordingly,  the rule of construction to the effect that
ambiguities are resolved against the drafting party shall not be employed in the
interpretation of this Agreement.  Rather,  the terms of this Agreement shall be
construed fairly as to both parties hereto and not in favor of or against either
party.


                                     - 60 -
<PAGE>

         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as
of the date first above written.


                                        WTI ACQUISITION, INC.


                                        By:
                                           -------------------------------------
                                        Name:
                                             -----------------------------------
                                        Title:
                                              ----------------------------------


                                        RCG Companies Incorporated


                                        By:
                                           -------------------------------------
                                        Name:
                                             -----------------------------------
                                        Title:
                                              ----------------------------------








                                        ----------------------------------------
                                        STOCKHOLDERS:


                                        ----------------------------------------
                                        Allen Gutterman


                                        ----------------------------------------
                                        Edward Caliguiri



                                        Barry Cohen

<PAGE>

                                                                    CONFIDENTIAL


                            STOCK PURCHASE AGREEMENT

                               Dated May 11, 2004

                                      Among

                              WTI Acquisition, Inc.
                           RCG Companies Incorporated

                                       and

                                 Allen Gutterman
                                Edward Caliguiri
                                       and
                                   Barry Cohen

                                       as

                               the Stockholders of

                            Response Personnel, Inc.,
                       RPI Professional Alternatives, Inc.
                               RPI Services, Inc.
                 Response Medical Staffing of Connecticut, Inc.
                                       and
                  Response Medical Staffing of New Jersey, Inc.

<PAGE>

                                TABLE OF CONTENTS

                                                                            Page

ARTICLE I DEFINITIONS.........................................................1
     1.1      Definitions.....................................................1

ARTICLE II PURCHASE AND SALE OF SECURITIES....................................9
     2.1      Agreement to Purchase and Sell..................................9
     2.2      Purchase Price; Consideration Paid to Each Seller...............9
     2.3      Estimated Working Capital.......................................9
     2.4      Determination of Final Working Capital..........................9
     2.5      Contingent Payments............................................10
     2.6      Escrow Agreement...............................................12
     2.7      Allocation of Purchase Price...................................12

ARTICLE III CLOSING 12
     3.1      Closing........................................................12
     3.2      Sellers' Closing Deliveries....................................12
     3.3      Purchaser's Closing Deliveries.................................14

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE SELLERS.....................14
     4.1      Corporate Organization; Authority; No Violation................14
     4.2      Capitalization.................................................15
     4.3      Financial Statements...........................................16
     4.4      Directors, Officers, Employees, Employee Benefit Plans; ERISA..17
     4.5      Intellectual Property..........................................19
     4.6      Assets.........................................................22
     4.7      Litigation.....................................................22
     4.8      Title to Properties............................................23
     4.9      Consents, Notices and Approvals................................23
     4.10     Contracts......................................................23
     4.11     Absence of Undisclosed Liabilities.............................26
     4.12     Compliance with Laws; Permits..................................26
     4.13     Environmental Matters..........................................26
     4.14     Tax Matters....................................................27
     4.15     No Material Adverse Change.....................................29
     4.16     Affiliated Transactions........................................29
     4.17     Insurance......................................................30
     4.18     Brokers and Finders............................................30
     4.19     Books and Records..............................................30
     4.20     Seller Ownership of Stock; Title...............................31
     4.21     Seller Authority...............................................31
     4.22     Seller:  No Violation; Consents and Approvals..................32
     4.23     Litigation.....................................................32

<PAGE>

     4.24     Seller Outstanding Obligations.................................32
     4.25     Receivables....................................................33
     4.26     Consent of Spouse..............................................33
     4.27     Bank Accounts..................................................33
     4.28     Disclosure.....................................................33

ARTICLE V REPRESENTATIONS AND WARRANTIES OF RCG AND THE PURCHASER............34
     5.1      Organization; Authority........................................34
     5.2      No Violation...................................................34
     5.3      Consents and Approvals.........................................34
     5.4      Brokers and Finders............................................35
     5.5      Investment Intent..............................................35

ARTICLE VI COVENANTS.........................................................35
     6.1      Interim Operation of the Company and the Subsidiaries..........35
     6.2      Non-Disclosure; Access.........................................37
     6.3      Publicity......................................................38
     6.4      Distributions Prior to Closing.................................39
     6.5      Repayment of Debt..............................................39
     6.6      Reasonable Best Efforts; Consents..............................39
     6.7      Updating Schedules.............................................39
     6.8      Exclusivity....................................................40
     6.9      Key Man Insurance..............................................40
     6.10     Employees and Employee Benefits................................40

ARTICLE VII INDEMNIFICATION; SURVIVAL........................................40
     7.1      Indemnification................................................40
     7.2      Indemnification Procedures.....................................41
     7.3      Limitations on Indemnification.................................43
     7.4      Method of Payment..............................................43
     7.5      Survival of Representations, Warranties and Covenants..........44
     7.6      Limitation of Other Indemnification Rights.....................44
     7.7      Exclusivity of Article IX......................................45
     7.8      Insurance Payments.............................................45

ARTICLE VIII COSTS  45
     8.1      Transactional Costs............................................45

ARTICLE IX TAX MATTERS.......................................................45
     9.1      Tax Indemnification............................................45
     9.2      Tax Refunds....................................................47


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     9.3      Preparation and Filing of Tax Returns and Payment of Taxes.....47
     9.4      Accounting and Tax Records.....................................48
     9.5      Tax Cooperation; Amendment of Tax Returns......................48
     9.6      Tax Audits.....................................................50
     9.7      Transfer Taxes.................................................50
     9.8      Payments.......................................................51
     9.9      Conflicts; Survival............................................51
     9.10     Tax Treatment..................................................51

ARTICLE X CONDITIONS PRECEDENT TO CLOSING....................................51
     10.1     General Conditions.............................................51
     10.2     Conditions Precedent to Purchaser's Obligations................52
     10.3     Conditions Precedent to Sellers' Obligations...................53

ARTICLE XI TERMINATION AND WAIVER............................................54
     11.1     Termination....................................................54
     11.2     Effect of Termination..........................................54
     11.3     Waiver of Agreement............................................55
     11.4     Amendment of Agreement.........................................55

ARTICLE XII MISCELLANEOUS PROVISIONS.........................................55
     12.1     Successors and Assigns.........................................55
     12.2     Notices........................................................56
     12.3     Interpretation.................................................57
     12.4     Entire Agreement...............................................57
     12.5     Amendments and Waivers.........................................57
     12.6     Severability...................................................57
     12.7     Headings.......................................................58
     12.8     Governing Law..................................................58
     12.9     Schedules and Exhibits.........................................58
     12.10    No Third-Party Beneficiaries...................................58
     12.11    Waiver by Jury Trial...........................................58
     12.12    Counterparts...................................................58
     12.13    Further Assurances.............................................58
     12.14    Obligations of Each of the Sellers and the Companies...........58
     12.15    Sellers' Representative........................................59
     12.16    Acknowledgements...............................................60


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EXHIBITS

A-1               Employment Agreement with Allen Gutterman
A-2               Employment Agreement with Edward Caliguiri
A-3               Employment Agreement with Barry Cohen
B                 Escrow Agreement
C                 [Intentionally Omitted]
D                 Form of Directors and Officers' Release
E                 Terms of Lease for NYC Office Space


SCHEDULES

2.5(d)            Provisions Relating to Issuance of RCG Stock
4.1(a)            Jurisdictions of Organization and Qualification
4.2(a)            Capitalization, Companies
4.2(b)            Capitalization, Subsidiaries
4.3(a)            Financial Statements
4.3(b)            March Financial Statements
4.4(a)            Employees, Salaries and Bonuses
4.4(b)            Labor Issues
4.4(c)            Employment Lawsuits
4.4(d)            Employee Plans
4.4(i)            Post Retirement Welfare Benefits
4.4(j)            Triggering of Obligations
4.5(b)            Intellectual Property
4.5(c)            Intellectual Property; Exceptions
4.5(d)            Intellectual Property; Software
4.5(e)            Intellectual Property; Agreements
4.5(f)            Intellectual Property; Trademarks
4.5(g)            Intellectual Property; Litigation
4.5(j)            Intellectual Property; Trade Secrets
4.5(k)            Intellectual Property; Loss or Impairment
4.6(a)            Assets
4.7               Litigation
4.8(a)            Real Property Leases
4.9(a)            Governmental Consents
4.9(b)            Material Contract Consent
4.10(a)           Material Contracts
4.10(b)           Advise Changes to Material Contracts


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4.11              Undisclosed Liabilities
4.12(b)           Necessary Permits/Licenses
4.13(a)           Environmental Matters; Compliance
4.13(b)           Environmental Matters, Claims
4.13(c)           Environmental Matters, Incidents
4.14              Tax Matters
4.15(a)           No Material Adverse Charge; Conduct in Ordinary Course
4.15(b)           No Material Adverse Charge; Material Adverse Effect
4.16(a)           Affiliate Transactions
4.16(b)           Affiliate Transactions; Debt Obligations to Affiliates
4.17(a)           Insurance Policies
4.17(b)           Insurance, Loss History
4.18              Brokers
4.19              Books and Records
4.24(a)           Seller Outstanding Obligations; Company Liabilities to Seller
4.24(b)           Seller Outstanding Obligations; Interests
4.24(c)           Affiliate Transactions
4.25              Accounts Receivable
4.27              Bank Accounts
5.1               RCG's and Purchaser's Authority
5.2               RCG and Purchaser; No Violations
5.3               RCG and Purchaser Consents
5.4               RCG's and Purchaser's Brokers
6.1               Exception to Covenants
10.3(d)           Guarantees

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