<PAGE>   1


                                                                     Exhibit 2.1


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


                 S T O C K  P U R C H A S E  A G R E E M E N T


                                  by and among


             All of the Shareholders (each a "Selling Shareholder")

                              of FA Holdings, Inc.


                                       and

                          FA Holdings, Inc. ("Company")


                                       and

                    National Processing Company ("Purchaser")


                                 August 18, 1997


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







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



<PAGE>   2






                                   EXHIBIT 2.1

                            STOCK PURCHASE AGREEMENT



This Agreement is made as of August 18, 1997 by and among each of the Persons
named in SCHEDULE 5A.04 to this Agreement (each such Person a "SELLING
SHAREHOLDER", and all of those Persons, collectively, "SELLING Shareholders");
FA Holdings, Inc. ("COMPANY"), a Delaware corporation, and National Processing
Company ("PURCHASER"), a Kentucky corporation:

                                  INTRODUCTION:

         WHEREAS, A. Selling Shareholders and Company have advised Purchaser
that Selling Shareholders own all of Company's issued and outstanding Common
Stock, par value $0.01 per share (the "COMPANY VOTING STOCK");

                           B. Selling Shareholders have advised Purchaser that
Selling Shareholders own all of Company's issued and outstanding Class A
non-voting Common Stock, par value $0.01 per share (the "COMPANY NON-VOTING
STOCK");

                           C. Company desires to issue to Purchaser, and
Purchaser desires to purchase from Company, shares of the authorized Company
Voting Stock; and

                           D. Selling Shareholders desire to sell to Purchaser,
and Purchaser desires to purchase from Selling Shareholders, all of the issued
and outstanding Company Voting Stock held by Selling Shareholders;

         THEREFORE, in consideration of the premises, in consideration of the
mutual covenants and agreements hereinafter set forth, and for other good and
valuable considerations, the adequacy and receipt of which are hereby
acknowledged by each of the parties to this Agreement, the parties hereby agree
as follows:

1.  CROSS REFERENCE.  Certain terms are defined in section 9.

2A. ISSUANCE AND SALE OF COMPANY STOCK. In consideration of the cash to be paid
pursuant to section 2B, Selling Shareholders and Company agree to perform and
observe such of the following provisions that are on their respective parts to
be complied with, namely:

         2A.01 ISSUANCE OF COMPANY VOTING STOCK ON INITIAL CLOSING DATE. Subject
         to the satisfaction of the conditions precedent set forth in section
         4A, Company will, on the Initial Closing Date, issue to Purchaser
         60,001 shares of the authorized Company Voting 




                                      -1-
<PAGE>   3


         Stock, free from and clear of any and all assignments, attachments,
         mortgages, security interests, and other liens, and free from and clear
         of any and all other claims, equities, options, rights, and interests
         of any kind.

         2A.02 SALE OF COMPANY STOCK ON INITIAL CLOSING DATE. Subject to the
         satisfaction of the conditions precedent set forth in section 4A, each
         Initial Selling Shareholder will, on the Initial Closing Date, assign,
         convey, sell, and transfer to Purchaser all right, title, and interest
         in and to the Initial Number of shares of Company Stock owned by that
         Selling Shareholder, in each case free from and clear of any and all
         assignments, attachments, mortgages, security interests, and other
         liens, and free from and clear of any and all other claims, equities,
         options, rights, and interests of any kind.

         2A.03 SALE OF COMPANY STOCK ON SECONDARY CLOSING DATE. Subject to the
         satisfaction of the conditions precedent set forth in section 4C, each
         Secondary Selling Shareholder will, on the Secondary Closing Date,
         assign, convey, sell, and transfer to Purchaser all right, title, and
         interest in and to the Secondary Number of shares of Company Stock
         owned by that Selling Shareholder, in each case free from and clear of
         any and all assignments, attachments, mortgages, security interests,
         and other liens, and free from and clear of any and all other claims,
         equities, options, rights, and interests of any kind.

2B. CONSIDERATION FOR COMPANY STOCK. In consideration of the Company's issuance
of shares of Company Voting Stock pursuant to subsection 2A.01, and in
consideration of Selling Shareholders' assignment, conveyance, sale, and
transfer of all of their Company Stock pursuant to section 2A.02, Purchaser
agrees to perform and observe each of the following, namely:

         2B.01 CONSIDERATION: INITIAL CLOSING. Purchaser agrees that, subject to
         the satisfaction of the conditions precedent set forth in section 4B,
         Purchaser will, on the Initial Closing Date,

                  (a) pay to Company, by wire transfer in immediately available
                  funds, an amount equal to thirty million dollars
                  ($30,000,000),

                  (b) pay to each Initial Selling Shareholder, by wire transfer
                  in immediately available funds, an amount equal to the
                  difference of (i) that Selling Shareholder's Ratable Share of
                  sixty-four million dollars ($64,000,000) less (ii) that
                  Selling Shareholder's Ratable Indemnification Share of the
                  Indemnification Amount, and

                  (c) deposit into the "Indemnification Account", as defined in
                  the Escrow Agreement, an amount by wire transfer in
                  immediately available funds equal to each Initial Selling
                  Shareholder's Ratable Indemnification Share of the
                  Indemnification Amount.



                                      -2-
<PAGE>   4



         2B.02 CONSIDERATION: SECONDARY CLOSING. Purchaser agrees that, subject
         to the satisfaction of the conditions precedent set forth in section
         4D, Purchaser will, on the Secondary Closing Date,

                  (a) pay to each Secondary Selling Shareholder, by wire
                  transfer in immediately available funds, an amount equal to
                  the difference of (i) the sum of (A) that Selling
                  Shareholder's Ratable Share of sixty-four million dollars
                  ($64,000,000) plus (B) that Selling Shareholder's Ratable Net
                  Income Share of the Net Income Cash Consideration less (ii) an
                  amount equal to that Selling Shareholder's Ratable
                  Indemnification Share of the Indemnification Amount and

                  (b) deposit into the "Indemnification Account", as defined in
                  the Escrow Agreement, an amount by wire transfer in
                  immediately available funds equal to each Secondary Selling
                  Shareholder's Ratable Indemnification Share of the
                  Indemnification Amount.

         The " NET INCOME CASH CONSIDERATION" shall be an amount equal to the
         product of (a) the Pre-Charge Estimated Net Income (which, in the event
         of a loss, shall be expressed as a negative number) of Company for the
         period commencing on, and including, the Initial Closing Date and
         concluding on, but excluding, the Secondary Closing Date, multiplied by
         (b) a fraction, the numerator of which is the number of shares of
         Company Voting Stock held by the Secondary Selling Shareholders
         immediately after the Initial Closing, and the denominator of which is
         the number of shares of Company Voting Stock outstanding immediately
         after the Initial Closing.

2C. POST-SECONDARY CLOSING ADJUSTMENT. Each of the Secondary Selling
Shareholders hereby agrees with Purchaser that

         (a) if Pre-Charge Net Income for the period commencing on, and
         including, the Initial Closing Date and concluding on, but excluding,
         the Secondary Closing Date, shall have exceeded Pre-Charge Estimated
         Net Income for the same period, then, on or before March 31, 1998,
         Purchaser shall pay to each Secondary Selling Shareholder, by wire
         transfer in immediately available funds, an amount equal to that
         Selling Shareholder's Ratable Net Income Share of the product of (i)
         the excess multiplied by (ii) a fraction, the numerator of which is the
         number of shares of Company Voting Stock held by the Secondary Selling
         Shareholders immediately after the Initial Closing, and the denominator
         of which is the number of shares of Company Voting Stock outstanding
         immediately after the Initial Closing and

         (b) if Pre-Charge Estimated Net Income for the period commencing on,
         and including, the Initial Closing Date and concluding on, but
         excluding, the Secondary Closing Date, shall have exceeded Pre-Charge
         Net Income for the same period, then, on or before 



                                      -3-
<PAGE>   5



         March 31, 1998, each Secondary Selling Shareholder shall pay to
         Purchaser, by wire transfer in immediately available funds, an amount
         equal to that Selling Shareholder's Ratable Net Income Share of the
         product of (i) the excess multiplied by (ii) a fraction, the numerator
         of which is the number of shares of Company Voting Stock held by the
         Secondary Selling Shareholders immediately after the Initial Closing,
         and the denominator of which is the number of shares of Company Voting
         Stock outstanding immediately after the Initial Closing.

         2C.01. DETERMINATION OF PRE-CHARGE NET INCOME. On or before March 31,
         1998, Purchaser will deliver to each Secondary Selling Shareholder a
         certificate (the "PRE-CHARGE NET INCOME CERTIFICATE") of Purchaser
         setting forth Purchaser's calculation of the Pre-Charge Net Income of
         Company for the period commencing on, and including, the Initial
         Closing Date and concluding on, but excluding, the Secondary Closing
         Date. The Pre-Charge Net Income Amount set forth in the Pre-Charge Net
         Income Certificate, as well as Purchaser's calculation thereof as set
         forth therein, shall be final, conclusive, and binding on all parties
         to this Agreement except that, in the event that a firm ("SELLING
         SHAREHOLDERS' ACCOUNTING Firm") of independent certified public
         accountants of nationally recognized standing having been retained by
         one or more Secondary Selling Shareholders, at their own expense,
         shall, within thirty (30) days after the date of delivery of the
         Pre-Charge Net Income Certificate, give written notice to Purchaser
         stating that Purchaser's calculation of the Pre-Charge Net Income as
         set forth in the Pre-Charge Net Income Certificate does not comport
         with the definition of Pre-Charge Net Income as set forth in this
         Agreement, and specifying in reasonable detail the manner in which such
         calculation does not so comport, then Selling Shareholders' Accounting
         Firm and a firm ("PURCHASER'S ACCOUNTING FIRM") of independent
         certified public accountants of nationally recognized standing having
         been retained by Purchaser, at its own expense, shall attempt to agree
         upon the amount of Pre-Charge Net Income. In the event that Selling
         Shareholders' Accounting Firm and Purchaser's Accounting Firm agree in
         writing upon the amount of the Pre-Charge Net Income within the period
         of thirty (30) consecutive days following the giving of such notice,
         then the agreement of Selling Shareholder's Accounting Firm and
         Purchaser's Accounting Firm shall be final, conclusive, and binding on
         all parties to this Agreement. If Selling Shareholders' Accounting Firm
         and Purchaser's Accounting Firm do not so agree within such period,
         then Selling Shareholders' Accounting Firm and Purchaser's Accounting
         Firm shall select a third firm (the "THIRD ACCOUNTING FIRM") of
         independent certified public accountants of nationally recognized
         standing to issue a report setting forth in reasonable detail the
         calculation of Pre-Charge Net Income for the period commencing on, and
         including, the Initial Closing Date and concluding on, but excluding,
         the Secondary Closing Date such report to be final, conclusive, and
         binding on all parties to this Agreement.

         2C.02 FEES OF THIRD ACCOUNTING FIRM. Secondary Selling Shareholders
         jointly and severally agree to pay, when and as due, fifty percent
         (50%) of all charges, costs, 


                                      -4-
<PAGE>   6



         expenses, and fees of the Third Accounting Firm in connection with the
         report referred to in subsection 2C.01, and Purchaser agrees to pay,
         when and as due, the remaining fifty percent (50%) of all such charges,
         costs, expenses, and fees in connection with that report.

2D. BREAK-UP FEE. If this Agreement is terminated pursuant to subsection 10B.03,
and any Controlled Company or any of Selling Shareholders enter into an
agreement to engage in an Acquisition Transaction with any Person other than
Purchaser within twelve (12) months of the termination of this Agreement,
Company will, without notice, demand, or protest, all of which are hereby
waived, pay to Purchaser a fee in the amount of fifteen million dollars
($15,000,000) within five (5) days after any agreement to any Acquisition
Transaction. All obligations of Company under this section 2D are absolute and
unconditional, and Company will make the payment required pursuant to this
section 2D without any counterclaim, recoupment, setoff, or other deduction of
any kind therefrom or thereagainst.

3A. INITIAL CLOSING. The execution (where applicable) and delivery of the
writings referred to in this section and in sections 3B and 3C, and consummation
of the transactions contemplated by subsection 2A.01 and subsection 2B.01 (such
execution, delivery, and consummation, collectively, the "INITIAL CLOSING")
shall occur at the offices of Purchaser, One Oxmoor Place, 101 Bullitt Lane,
Suite 450, Louisville, Kentucky 40222, on October 31, 1997 (the "INITIAL CLOSING
DATE", provided, that if the parties shall mutually agree upon an earlier date,
then such earlier date shall be the Initial Closing Date), subject, in any
event, to the approval of the Board of Governors of the Federal Reserve System
and any other federal or state agency or authority, pursuant to any applicable
federal or state law, rule, or regulation described in SCHEDULE 5A.05 or
SCHEDULE 5C.02.

         3A.01 COMPANY STOCK. On the Initial Closing Date, at the place of the
         Initial Closing, and concurrently with the performance by Purchaser of
         the agreements contained in subsection 3A.02, but subject to the
         satisfaction of the conditions precedent set forth in section 4A,

                  (a) Company will deliver to Purchaser (i) certificates having
                  been issued in the name of Purchaser and representing 60,001
                  shares of Company Voting Stock and (ii) a receipt whereby
                  Company shall have acknowledged its receipt of the
                  consideration described in clause (a) of subsection 2B.01,

                  (b) each Initial Selling Shareholder will deliver to Purchaser
                  certificates representing the Initial Number of shares of
                  Company Stock owned by that Selling Shareholder, together
                  with, for each certificate so delivered, a stock power having
                  been duly executed in blank by each Person who appears on the
                  face of that certificate as the owner thereof, with the
                  signature of that Person having been guaranteed by a member of
                  or participant in a medallion signature guarantee 



                                      -5-
<PAGE>   7



                  program recognized by the Securities Transfer Association,
                  Inc. such as a bank or securities dealer, and

                  (c) each Initial Selling Shareholder shall have executed and
                  delivered to Purchaser all such other writings, if any, and
                  shall have undertaken all such other acts, as Purchaser shall
                  reasonably request in order to transfer beneficial and record
                  ownership of the Initial Number of shares of outstanding
                  Company Stock owned by that Selling Shareholder to Purchaser.

         3A.02 INITIAL CLOSING CONSIDERATION. On the Initial Closing Date, at
         the place of the Initial Closing, and concurrently with the performance
         by Company of the agreements contained in subsection 3A.01, but subject
         to the satisfaction of the conditions precedent set forth in section
         4B, Purchaser will

                  (a) pay to Company the amount required to be paid pursuant to
                  clause (a) of subsection 2B.01,

                  (b) pay to each Initial Selling Shareholder the amount
                  required to be paid to that Selling Shareholder pursuant to
                  clause (b) of subsection 2B.01, and

                  (c) deposit with a mutually agreed upon escrow agent, under
                  the Escrow Agreement (that escrow agent, the "ESCROW AGENT",
                  the amount required pursuant to clause (c) of subsection
                  2B.01.

                  (d) Purchaser shall have caused each of John J. Leehy III and
                  James C. Comis III to be elected to the board of directors of
                  Company.

3B. INITIAL CLOSING DELIVERIES: COMPANY. On or before the Initial Closing Date,
Company shall have complied with or caused compliance with each of the
following:

         3B.01 CONSTITUENT DOCUMENTS. Company shall have delivered to Purchaser
         a true and complete copy of each Constituent Document.

         3B.02 LEGAL OPINION. Kirkland & Ellis, in their capacity as legal
         counsel to each Controlled Company, shall have rendered their written
         legal opinion, substantially in the form and substance of EXHIBIT A to
         this Agreement, to Purchaser.

         3B.03 FINANCIAL STATEMENTS: COMPANY. Company shall have furnished to
         Purchaser at least one true and complete copy of the following:

                  (a) the (i) consolidated balance sheet of FA Holdings, Inc.,
                  and its Subsidiary as December 31, 1996 and the related
                  consolidated statements of stockholders' 


                                      -6-
<PAGE>   8



                  equity and cash flows for the acquisition closing period ended
                  December 31, 1996, with the accompanying independent auditors'
                  report thereon; (ii) balance sheet of Financial Alliance
                  Processing Services, Inc. as of December 31, 1996
                  (post-acquisition), and the related statements of operations,
                  stockholders' equity, and cash flows for the pre-acquisition
                  period from January 1, 1996 to December 31, 1996, with the
                  accompanying independent auditors' report thereon; and (iii)
                  unaudited consolidated balance sheet of Company as of June 30,
                  1997, and the related consolidated statements of operations,
                  stockholders' equity and cash flows for the six months ended
                  June 30, 1997; and

                  (b) a balance sheet (the "INITIAL CLOSING DATE BALANCE SHEET")
                  of the Company, prepared on a consolidated basis, as of the
                  last day of the last month to end prior to the Initial Closing
                  Date; provided, however, that if the Initial Closing shall
                  occur in the first twenty (20) days of any month, the Initial
                  Closing Date Balance Sheet shall be prepared on a consolidated
                  basis as of the last day of the month that is two (2) months
                  prior to the month in which the Initial Closing occurs.

         3B.04 NOTICES, APPROVALS, AND CONSENTS. Company shall have given all
         notices, if any, undertaken all registrations, if any, and obtained all
         approvals and consents, if any, described in SCHEDULE 5A.05 to this
         Agreement, and Company shall have furnished Purchaser with at least one
         true and complete copy of each such notice, approval, or consent, as
         the case may be. For purposes of this Agreement, any approval or
         consent referred to in this subsection shall be deemed not to have been
         obtained if that approval or consent, as the case may be, is (a) not in
         full force and effect at all times on and after the date of this
         Agreement or (b) granted subject to any condition or requirement which
         would so materially adversely impact the economic or business benefits
         of the transactions contemplated by this Agreement so as to render
         inadvisable, in the good faith reasonable judgment of Company,
         Purchaser, or both, the consummation of the transactions contemplated
         by this Agreement.

         3B.05 EMPLOYMENT, NON-COMPETITION, AND NON-SOLICITATION AGREEMENTS.
         Each of the Key Employees shall have entered into an employment
         agreement with Company, containing, among other things, such
         non-competition provisions, non-solicitation provisions, provisions
         making Purchaser an intended beneficiary thereof, and other provisions,
         representations, and warranties as Purchaser shall in each case
         require, all in form and substance satisfactory to Purchaser,
         Purchaser's execution and delivery of any such agreement to be
         conclusive evidence of Purchaser's approval of the form and substance
         thereof.

         3B.06 ESCROW AGREEMENT. Company shall have executed and delivered to
         Purchaser and Escrow Agent an escrow agreement (the "ESCROW AGREEMENT")
         substantially in the form and substance of EXHIBIT B to this Agreement.



                                      -7-
<PAGE>   9



         3B.08 NO EXERCISE OF OPTIONS. No Person holding any option to acquire
         any capital stock or other security of the Company shall have exercised
         that option or purchased any of the capital stock and other securities
         subject thereto.

         3B09 OTHER ACTS. Company shall have executed and delivered to Purchaser
         and caused to be filed in such public offices as Purchaser shall deem
         advisable, such other writings, each in form and substance satisfactory
         to Purchaser, as Purchaser shall reasonably request and shall, at
         Company's expense, have made and done, or caused to be made and done
         all such other and further acts and things as Purchaser shall
         reasonably request.

3C. INITIAL CLOSING DELIVERIES: PURCHASER. On or before the Initial Closing
Date, Purchaser shall have complied with or caused compliance with each of the
following:

         3C.01 RESOLUTIONS/INCUMBENCY . The secretary or assistant secretary of
         Purchaser shall have certified to Selling Shareholders and Company (a)
         a copy of resolutions duly adopted by the board of directors of
         Purchaser in respect of this Agreement and (b) the names and true
         signatures of officers of Purchaser authorized to execute and deliver
         this Agreement on behalf of Purchaser.

         3C.02 NOTICES, APPROVALS, AND CONSENTS. Purchaser shall have given all
         notices, if any, undertaken all registrations, if any, and obtained all
         approvals and consents, if any, described in SCHEDULE 5C.02 to this
         Agreement, and Purchaser shall have furnished the Selling Shareholder
         Representative and Company with at least one true and complete copy of
         each such notice, approval, or consent, as the case may be. For
         purposes of this Agreement, any approval or consent referred to in this
         subsection shall be deemed not to have been obtained if that approval
         or consent, as the case may be, is (a) not in full force and effect at
         all times on and after the date of this Agreement or (b) granted
         subject to any condition or requirement which would so materially
         adversely impact the economic or business benefits of the transactions
         contemplated by this Agreement so as to render inadvisable, in the good
         faith reasonable judgment of Company, Purchaser, or both, the
         consummation of the transactions contemplated by this Agreement.

3D. SECONDARY CLOSING. The execution (where applicable) and delivery of the
writings referred to in this section and consummation of the transactions
contemplated by subsection 2A.02 and subsection 2B.02 (such execution, delivery,
and consummation, collectively, the "SECONDARY CLOSING") shall occur at the
offices of Purchaser, One Oxmoor Place, 101 Bullitt Lane, Suite 450, Louisville,
Kentucky 40222, on January 2, 1998 (or if all consents and approvals described
in SCHEDULE 5A.05 and SCHEDULE 5C.02 shall not have been obtained, or if all
applicable waiting periods shall not have lapsed, such later date upon which all
such consents and approvals shall have been obtained and all such waiting
periods shall have 



                                      -8-
<PAGE>   10



lapsed) (the "SECONDARY CLOSING DATE"), unless the parties to this Agreement
shall agree upon a later date, in which case such later date shall be the
Secondary Closing Date.

         3D.01 COMPANY STOCK. On the Secondary Closing Date, at the place of the
         Secondary Closing, and concurrently with the performance by Purchaser
         of the agreements contained in subsection 3D.02, but subject to the
         satisfaction of the conditions precedent set forth in section 4C,

                  (a) each Secondary Selling Shareholder will deliver to
                  Purchaser certificates representing the Secondary Number of
                  shares of issued and outstanding Company Stock owned by that
                  Selling Shareholder, together with, for each certificate so
                  delivered, a stock power having been duly executed in blank by
                  each Person (or on behalf of each Person by a duly authorized
                  attorney-in-fact of each Person) who appears on the face of
                  that certificate as the owner thereof, with the signature of
                  that Person having been guaranteed by a member of or
                  participant in a medallion signature guarantee program
                  recognized by the Securities Transfer Association, Inc., such
                  as a bank or securities dealer and

                  (b) each Secondary Selling Shareholder shall have executed and
                  delivered to Purchaser all such other writings, if any, and
                  shall have undertaken all such other acts, as Purchaser shall
                  request in order to transfer beneficial and record ownership
                  of the Secondary Number of shares of outstanding Company Stock
                  owned by that Selling Shareholder to Purchaser.

         3D.02 SECONDARY CLOSING CONSIDERATION. On the Secondary Date, at the
         place of the Secondary Closing, and concurrently with the performance
         by Selling Shareholders of the agreements contained in subsection
         3A.01, but subject to the satisfaction of the conditions precedent set
         forth in section 4D, Purchaser will

                  (a) pay to each Secondary Selling Shareholder the amount
                  required to be paid to that Selling Shareholder pursuant to
                  clause (a) of subsection 2B.02 and

                  (b) deposit with Escrow Agent the amount required pursuant to
                  clause (b) of subsection 2B.02.

         3D.03 OPTIONS, On the Secondary Date all Persons holding any option to
         acquire any capital stock or other security of the Company shall
         exercise that option to purchase such capital stock or other securities
         subject thereto.

4A. CONDITIONS PRECEDENT TO INITIAL CLOSING: COMPANY. It is a condition
precedent to the obligation of Company to consummate the transactions
contemplated by subsection 3A.01 that, 


                                      -9-
<PAGE>   11



on or before the Initial Closing Date, Purchaser shall have complied with or
caused compliance with each of the following:

         4A.01 INITIAL CLOSING DELIVERIES: PURCHASER. Purchaser shall have
         complied with or caused compliance with all provisions of section 3C.

         4A.02 CERTIFICATE OF PURCHASER AS OF INITIAL CLOSING DATE. Purchaser
         shall have executed and delivered to Selling Shareholders a
         certificate, dated as of the Initial Closing Date, and stating that (a)
         each and every representation or warranty made in section 5C would, if
         made as of the Closing Date, be true and complete on that date, unless
         any such representation or warranty shall have been expressly made as
         of a specific date, in which case such representation or warranty shall
         have been true and complete as of that specific date, and (b) Purchaser
         has performed and observed all agreements contained in section 6B, and
         (c) each approval or consent referred to in subsection 5C.02 is in full
         force and effect on that date. Each statement made in the certificate
         delivered pursuant to this subsection shall be true and complete on and
         as of the Initial Closing Date.

4B. CONDITIONS PRECEDENT TO INITIAL CLOSING: PURCHASER. It is a condition
precedent to the obligation of Purchaser to consummate the transactions
contemplated by subsection 3A.02 that, on or before the Initial Closing Date,
Company shall have complied with or caused compliance with each of the
following:

         4B.01 INITIAL CLOSING DELIVERIES: COMPANY. Company shall have complied
         with or caused compliance with all provisions of section 3B.

         4B.02 CERTIFICATE OF COMPANY AS OF INITIAL CLOSING DATE. Company shall
         have executed and delivered to Purchaser a certificate, dated as of the
         Initial Closing Date, and stating that (a) each and every
         representation or warranty made in section 5A would, if made as of the
         Initial Closing Date, be true and complete on that date, unless any
         such representation or warranty shall have been expressly made as of a
         specific date, in which case such representation or warranty shall have
         been true and complete as of that specific date, (b) Company has
         performed and observed all agreements contained in section 6A, and (c)
         each approval or consent referred to in subsection 5A.05 is in full
         force and effect on that date. Each statement made in the certificate
         delivered pursuant to this subsection shall be true and complete on and
         as of the Initial Closing Date.

         4B.03 EMMONS AGREEMENT WITH COMPANY. Company shall have caused R.
         Emmons to have entered into an agreement, in form and substance
         reasonably satisfactory to Purchaser, with Company, pursuant to which
         (a) R. Emmons shall have waived, and shall have released Company, its
         shareholders, directors, officers, employees, and agents, from any
         liability arising out of or in connection with, any cause of action,
         claim, counterclaim, or crossclaim, whether at law or in equity,
         whether sounding in tort, contract, or otherwise, but only if and to
         the extent such action, claim, 


                                      -10-
<PAGE>   12



         counterclaim, or crossclaim arises out of any action or inaction
         occurring prior to the Initial Closing Date and (b) Company shall have
         agreed to pay R. Emmons an amount equal to eight hundred twenty
         thousand dollars ($820,000) on the Secondary Closing Date, and an
         amount equal to the product of (i) a fraction the numerator of which is
         equal to the amount paid out of the escrow to the Selling Shareholders
         upon the termination of the escrow agreement and the denominator of
         which is $14,700,000, multiplied by three hundred thousand dollars
         ($300,000) payable at the time the Selling Shareholders receive their
         funds from the Escrow Account at the termination of the Escrow
         Agreement..


4C. CONDITIONS PRECEDENT TO SECONDARY CLOSING: SELLING SHAREHOLDERS. It is a
condition precedent to the obligation of Selling Shareholders to consummate the
transactions contemplated by subsection 3D.01 that on the Secondary Closing
Date, Purchaser shall have executed and delivered to Selling Shareholders a
certificate, dated as of the Secondary Closing Date, and stating that (a) each
and every representation or warranty made in section 5C would, if made as of the
Secondary Closing Date, be true and complete on that date, unless any such
representation or warranty shall have been expressly made as of a specific date,
in which case such representation or warranty shall have been true and complete
as of that specific date and (b) each approval or consent referred to in
subsection 5C.02 is in full force and effect on that date. Each statement made
in the certificate delivered pursuant to this subsection shall be true and
complete on and as of the Secondary Closing Date.

         4D. CONDITIONS PRECEDENT TO SECONDARY CLOSING: PURCHASER. It is a
         condition precedent to the obligation of Purchaser to consummate the
         transactions contemplated by subsection 3D.02 that there shall not have
         occurred any material adverse change in the financial condition,
         properties or business operations of any Controlled Company since the
         Initial Closing Date.

5A. REPRESENTATIONS AND WARRANTIES: COMPANY. Company represents and warrants to
Purchaser as follows:

         5A.01 EXISTENCE. Company is a duly organized and validly existing
         Delaware corporation in good standing. SCHEDULE 5A.01 to this Agreement
         sets forth the name of each of Company's Subsidiaries, the address of
         its executive offices and the jurisdiction in which it is incorporated.
         Except for Company, no Person owns or has any interest, beneficially or
         of record, or has any right to acquire any security issued by any
         Subsidiary of Company. Each such Subsidiary is a duly organized and
         validly existing corporation in good standing where incorporated, and
         all of its outstanding stock is fully paid and non-assessable and owned
         by Company free from any security interest (except any identified in
         SCHEDULE 5A.01 to this Agreement), option, equity or other right of any



                                      -11-
<PAGE>   13


         kind. Neither Company nor any Subsidiary of Company is qualified to do
         business as a foreign corporation in any jurisdiction except for those
         jurisdictions identified in SCHEDULE 5A.01 to this Agreement, which
         schedule identifies all jurisdictions in which Company or any such
         Subsidiary is so qualified. Company and each Subsidiary of Company is
         duly qualified to transact business in each state or other jurisdiction
         in which it owns or leases any real property or in which the nature of
         the its business makes such qualification necessary or, if not so
         qualified, such failure to qualify will not have a material adverse
         effect on the upon the financial condition, properties or business
         operations of Company or any Subsidiary of Company.

         5A.02 NATURE OF BUSINESS. The principal business of each Controlled
         Company is described in SCHEDULE 5A.02.

         5A.03 CAPITALIZATION. The authorized capital stock of Company consists
         of two (2) classes of common shares, namely one class of Class A
         non-voting common shares, par value $0.01 per share, of which 9,731.981
         shares are issued and outstanding on the date of this Agreement, and
         one class of voting common shares, par value $0.01 per share, of which
         70,268.646 shares (exclusive of any shares issued after the Initial
         Closing Date upon the exercise of options set forth in Schedule 5A.03,
         and exclusive of any shares into which any of Company's non-voting
         common shares outstanding on the date of this Agreement are converted)
         are issued and outstanding. Other than the aforementioned common stock,
         Company has no authorized capital stock, and, except as set forth in
         SCHEDULE 5A.03, there are no agreements, conversion or exchange rights,
         options, warrants, subscriptions, or other commitments of any kind
         obligating any Selling Shareholder or any Controlled Company to issue
         or sell, redeem, purchase, or otherwise acquire, directly or
         indirectly, any shares of capital stock. Nor are there, except as set
         forth in SCHEDULE 5A.03, any outstanding restrictions, agreements or
         commitments of any kind by which any Selling Shareholder or any
         Controlled Company is bound which relate to or restrict in any way the
         issuance or sale, or purchase, redemption or other acquisition, of any
         shares of the capital stock. Except as set forth in SCHEDULE 5A.03, no
         Controlled Company has any obligations or liabilities to former
         shareholders of that Controlled Company in their respective capacities
         as such. Except as set forth in SCHEDULE 5A.03, all of Company's
         outstanding capital stock is fully paid and non-assessable and is owned
         (except for any Company Non-Voting Stock issued to Purchaser)
         beneficially and of record by Selling Shareholders free from any
         security interest, option, equity or other right of any kind. None of
         Company's capital stock is subject to any preemptive or other right in
         favor of any shareholder of Company.

         5A.04 SHAREHOLDERS. SCHEDULE 5A.04 to this Agreement sets forth the
         name of each Selling Shareholder, and, to the right of that Selling
         Shareholder's name, respectively, the number of shares of Company
         Voting Stock and Company Non-Voting Stock owned beneficially and of
         record by that Selling Shareholder, and the Selling Shareholder's


                                      -12-
<PAGE>   14



         Ratable Share, Selling Shareholder's Ratable Indemnification Share, and
         Selling Shareholder's Net Income Share, for that Selling Shareholder.

         5A.05 NO NOTICES, APPROVALS, OR CONSENTS REQUIRED: SELLING SHAREHOLDERS
         AND COMPANY. Except for any identified in SCHEDULE 5A.05 to this
         Agreement, no notice to, registration with, or approval of any Person,
         including, without limitation, any governmental agency of any kind, is
         or was required on the part of Selling Shareholders and Company or any
         of them for the due execution and delivery of this Agreement or any
         agreement or other writing to be executed by any of them pursuant to
         this Agreement, or for the performance of the respective provisions
         thereof that are on any of their respective parts to be complied with,
         or for the consummation of any transaction contemplated by this
         Agreement, (including, without limitation, the transfer of any and all
         of the Company Stock) or any agreement or writing to be executed by any
         of them pursuant to this Agreement.

         5A.06 AUTHORITY. Company has requisite power and authority to enter
         into this Agreement and each agreement or other writing to be executed
         by Company pursuant to this Agreement, to issue Company Non-Voting
         Stock in accordance with this Agreement, and to perform all of the
         agreements contained in this Agreement and each agreement or other
         writing to be executed by Company pursuant to this Agreement that are
         on Company's part to be complied with. The officer executing and
         delivering this Agreement and each agreement or other writing to be
         executed by Company pursuant to this Agreement on behalf of Company has
         been duly authorized to do so. Except as set forth in SCHEDULE 5A.03,
         each Selling Shareholder has requisite power and authority to enter
         into this Agreement to transfer Company Voting Stock in accordance with
         this Agreement, and to perform all of the agreements contained in this
         Agreement that are on that Selling Shareholder's part to be complied
         with.

         5A.07    NO CONFLICT.  None of

                  (a) the execution, delivery, or performance and observance of
                  this Agreement or of any agreement or other writing to be
                  executed by Selling Shareholders and Company or any of them
                  pursuant to this Agreement, and

                  (b) the consummation of any transaction contemplated by this
                  Agreement, (including, without limitation, the transfer of the
                  Company Stock) or any agreement or writing to be executed by
                  Selling Shareholders and Company or any of them pursuant to
                  this Agreement

         will at any time


                                      -13-
<PAGE>   15



                  (i) result in the creation, attachment, or imposition of any
                  assignment, attachment, mortgage, security interest, other
                  lien, claim, equity, option, right, or interest of any kind
                  upon any of the Company Stock or upon any property (whether
                  real or personal, tangible or intangible, or mixed) of any
                  Selling Shareholder or any Controlled Company,

                  (ii) except as disclosed in SCHEDULE 5A.07, result in the
                  acceleration of all or any part of any obligation of any
                  Selling Shareholder or any Controlled Company, or any increase
                  in the amount of any such obligation,

                  (iii) conflict with, violate, constitute a default under (or
                  an event which would, with the giving of notice, the lapse of
                  time, or both, constitute a default under), or result in or
                  give any Person the right to effect the cancellation or
                  termination of, any Material Contract or Material Permit,

                  (iv) except as disclosed in SCHEDULE 5A.07, conflict with or
                  violate any assignment, attachment, mortgage, security
                  interest, other lien, claim, equity, option, right, or
                  interest of any kind upon any of the Company Stock or upon any
                  property (whether real or personal, tangible or intangible, or
                  mixed) of any Selling Shareholder or any Controlled Company,

                  (v) result in any Person having the right (conditional or
                  otherwise) to acquire any interest in all or any part of the
                  property (whether real or personal, tangible or intangible, or
                  mixed) of any Selling Shareholder or any Controlled Company,

                  (vi) conflict with or violate any law, rule, regulation, or
                  order by which any Selling Shareholder or any Controlled
                  Company is bound or by which any property of any Selling
                  Shareholder or any Controlled Company is bound, or

                  (vii) actuate, conflict with, or violate any provision of any
                  Constituent Document.

         5A.08 LITIGATION. Except as set forth in SCHEDULE 5A.08 to this
         Agreement, (a) there is no Action pending against or directly involving
         any Key Selling Shareholder or any Controlled Company or the business
         of any Controlled Company, nor, to the best knowledge of Key Selling
         Shareholders and Company, after due inquiry, is any such Action
         threatened and (b) there is no pending investigation by any
         governmental agency or authority of any Key Selling Shareholder or any
         Controlled Company. Except as set forth in SCHEDULE 5A.08 to this
         Agreement, there is no award, charge, decree, injunction, judgment,
         order, ruling, or writ of any kind to which any Selling Shareholder or
         any Controlled Company is subject or to which any property of any
         Selling Shareholder or any Controlled Company is subject. In any event,
         none of the matters disclosed in SCHEDULE 5A.08 seeks to enjoin or
         restrain any transaction contemplated by this Agreement, 


                                      -14-
<PAGE>   16



         and none of those matters will, either alone or in the aggregate with
         all such other matters, have a material adverse effect upon the
         financial condition, properties or business operations of any
         Controlled Company.

         5A.09 TAXES. Company is not, and has not at any time been, exempt from
         federal income taxation pursuant to 26 USC 1363(a). Except as set forth
         in SCHEDULE 5A.09 to this Agreement, each Controlled Company has filed
         all federal, state, local, and foreign information returns, tax
         returns, and statements (each such information return, tax return, or
         statement, as the case may be, a "TAX RETURN") which are required to be
         filed by that Controlled Company, and has, except as set forth in
         Schedule 5A.09, paid, on or before the due date thereof all taxes due
         as shown thereon. Except as set forth in SCHEDULE 5A.09 to this
         Agreement, no Controlled Company has requested or obtained any
         extension of the time in which to file any Tax Return or pay any Tax.
         Except as set forth in SCHEDULE 5A.09 to this Agreement, there are no
         agreements or waivers by, or with respect to, any Controlled Company
         that extend the statutory period of limitations applicable to any Tax
         Return or Tax. Except as set forth in SCHEDULE 5A.09 to this Agreement,
         as of the time of filing thereof, all of the information contained in
         each Tax Return was true and complete, including, without limitation,
         information regarding each Controlled Company's activities, assets,
         business, credits, deductions, expenses, income, tax liabilities, tax
         refunds, and status. Except as set forth in SCHEDULE 5A.09 to this
         Agreement, each Controlled Company has withheld and paid over to the
         appropriate taxing authority all taxes required to have been withheld
         and paid in connection with amounts paid or owing to any employee or
         independent contractor, creditor, or other Person, except where the
         failure to withhold and pay over any such tax would not be reasonably
         likely to have a material adverse effect upon the financial condition,
         properties or business operations of any Controlled Company. Each
         Controlled Company has preserved and retained all Tax Returns,
         schedules, work papers, and other such documents that relate to any
         Tax, claim, audit or other proceedings with respect to that Controlled
         Company for which the statutory period of limitations (as waived or
         extended) has not expired for the respective taxable periods to which
         such documents relate, except where the failure to preserve or retain
         such Tax Returns, schedules, work papers, and other documents would not
         have a material adverse effect on the ability of any Controlled Company
         to prepare and file Tax Returns on and after the date of this Agreement
         in compliance with applicable laws. The IRS has not audited the tax
         returns of any Controlled Company. Except as set forth in SCHEDULE
         5A.09 to this Agreement, no federal, state, local, of foreign taxing
         authority has alleged, and there does not exist, any default by any
         Controlled Company in the payment of any tax or, to the knowledge of
         any Controlled Company, after commercially reasonable inquiry,
         threatened to make any assessment in respect thereof. Except as set
         forth on SCHEDULE 5A.09 to this Agreement, there are no pending Tax
         claims, audits, proceedings or controversies involving any Controlled
         Company. In any event, none of the matters disclosed in SCHEDULE 5A.09
         to this 


                                      -15-
<PAGE>   17



         Agreement will, have a material adverse effect upon the financial
         condition, properties or business operations of any Controlled Company.

         5A.10 TITLE. Except as set forth in SCHEDULE 5A.09 to this Agreement,
         each Controlled Company has good and marketable title to all assets
         reflected in the Most Recent Financial Statements except for changes
         resulting from transactions in the Ordinary Course of Business. All
         such assets are in good working order and are clear of any mortgage,
         security interest or other lien of any kind other than Permitted Liens.

         5A.11 FRANCHISES, LICENSES, AND INTELLECTUAL PROPERTY. Except as set
         forth in SCHEDULE 5A.11 to this Agreement, each Controlled Company has,
         to the knowledge of that Controlled Company, after commercially
         reasonable inquiry, legal title or ownership of, or the right to use
         pursuant to valid and enforceable agreements, all copyrights, formulas,
         franchises, licenses, patents, service marks, trademarks, trade names,
         trade secrets, and other intellectual property used in the business of
         that Controlled Company, in each case without conflict with,
         infringement of, or violation of the rights of others. There has not
         occurred any dilution, diminution in value, infringement,
         misappropriation, and unauthorized use of any copyright, formula,
         franchise, license, patent, service mark, trademark, trade names trade
         secret, or other intellectual property used in the business of any
         Controlled Company, except for any such dilution, diminution in value,
         infringement, misappropriation, or unauthorized use which would not be
         reasonably likely to have a material adverse effect upon the financial
         condition, properties or business operations of any Controlled Company.
         In any event, none of the matters disclosed in SCHEDULE 5A.11 will,
         either alone or in the aggregate with all such other matters, have a
         material adverse effect upon the financial condition, properties or
         business operations of any Controlled Company.

         5A.12 MATERIAL CONTRACTS. SCHEDULE 5A.12 to this Agreement sets forth a
         true and complete list of all Material Contracts, showing the parties,
         subject matter and term thereof, except for that Financial Alliance
         Processing Services, Inc. Service Agreement made as of December 23,
         1996 by and among Financial Alliance Processing Services, Inc.,
         National Processing Company, and National City Bank of Kentucky, as
         amended, which contract the parties acknowledge has been purposefully
         omitted from the Schedule 5A.12. Company has delivered to Purchaser a
         true and complete copy of each Material Contract. Each Material
         Contract has been duly authorized, executed and delivered by all
         parties thereto, has not, except as set forth in SCHEDULE 5A.12 to this
         Agreement, been amended or otherwise modified, is in full force and
         effect and is binding upon and enforceable against all parties thereto
         in accordance with its terms (subject to limitations imposed by general
         principles of equity (regardless whether such enforceability is
         considered in a proceeding at law or in equity) and the effect of
         applicable bankruptcy, reorganization, insolvency, moratorium and
         similar laws of general application relating to or affecting creditors'
         rights). There has not occurred or 


                                      -16-
<PAGE>   18



         commenced to exist any event or condition which constitutes (or which
         would, with the giving of notice or lapse of time or both, constitute)
         a default under or which is reasonably likely to give rise to the
         amendment, cancellation, modification, rescission, revocation,
         termination, or non-renewal, of any Material Contract, other than any
         such default which would not be reasonably likely to have a material
         adverse effect upon the financial condition, properties or business
         operations of any Controlled Company. Moreover, no Controlled Company
         is on notice to the effect that any such event or condition has
         occurred, or that any Person who is a party to any Material Contract
         intends to amend, cancel, modify, rescind, revoke, or terminate, or not
         renew the same. "MATERIAL CONTRACT" means (a) any agreement, contract
         or commitment, whether written or oral, relating to the employment of
         any Person by any Controlled Company, or any bonus, deferred
         compensation, pension, profit sharing, stock option, employee stock
         purchase, retirement, insurance, health, welfare or other employee
         benefit plan requiring future contributions or payments in excess of
         one hundred thousand dollars ($100,000) in the aggregate, (b) any loan
         or advance to, or investment in, any other Person, which loan, advance,
         or investment exceeds an amount equal to twenty thousand dollars
         ($20,000), or any agreement, contract or commitment requiring future
         payments in excess of twenty dollars ($20,000) in the aggregate,
         whether written or oral, relating to the making of any loan, advance or
         investment, (c) any indemnity, or any guarantee or other contingent
         liability, whether written or oral, in respect of any indebtedness or
         obligation of any other Person (other than the endorsement of
         negotiable instruments for collection in the Ordinary Course of
         Business) in excess of five thousand dollars ($5,000), (d) any
         agreement, contract or commitment, whether written or oral, limiting
         the freedom of any Controlled Company to engage in any line of business
         or to compete with any other Person, (e) any contract requiring future
         payments in excess of twenty-five thousand dollars ($25,000), (f) any
         agreement to acquire all or any material part of the assets of any
         Person or to acquire any security issued by any Person, or (g) any
         other material agreement, contract, lease, arrangement, commitment,
         warranty or instrument, whether written or oral, express or implied,
         requiring payments in excess of twenty-five thousand dollars ($25,000).

         5A.13 MATERIAL PERMITS. SCHEDULE 5A.13 to this Agreement sets forth a
         true and complete list of all Material Permits, showing the name of the
         Persons who shall have granted or issued each such permit and subject
         matter and term thereof. Company has delivered to Purchaser a true and
         complete copy of each Material Permit. Each such Material Permit has
         been duly granted or issued by the Person who shall have granted or
         issued the same, as the case may be, has not, except as set forth in
         SCHEDULE 5A.13 to this Agreement, been amended or otherwise modified,
         and is in full force and effect. There has not occurred or commenced to
         exist any event, condition or other thing which is reasonably likely to
         give rise to the amendment, cancellation, modification, rescission,
         revocation, termination, or non-renewal, of any Material Permit.
         Moreover, no Controlled Company is on notice to the effect that any
         such event, condition, or thing has 



                                      -17-
<PAGE>   19



         occurred, or that the Person who shall have issued any Material Permit
         intends to amend, cancel, modify, rescind, revoke, or terminate, or not
         renew the same.

         5A.14 REAL PROPERTY. Except for leasehold interests, no Controlled
         Company has any legal or beneficial interest in any real estate.
         SCHEDULE 5A.14 to this Agreement sets forth the street address of each
         real property in which any each Controlled Company has any leasehold
         interest, if any such interest is of public record, all applicable
         recording information with respect thereto, the date and term of the
         lease and the name of the lessor thereunder. Company has delivered to
         Purchaser a true and complete copy of each lease of any real property
         in which any Controlled Company has a legal or beneficial interest. To
         each Controlled Company's knowledge, after commercially reasonable
         inquiry, each such lease has been duly authorized, executed and
         delivered by all parties thereto, has not been amended or otherwise
         modified, is in full force and effect and is binding upon and
         enforceable against all parties thereto in accordance with its terms
         (subject to limitations imposed by general principles of equity
         (regardless whether such enforceability is considered in a proceeding
         at law or in equity) and the effect of applicable bankruptcy,
         reorganization, insolvency, moratorium and similar laws of general
         application relating to or affecting creditors' rights). To each
         Controlled Company's knowledge, after commercially reasonable inquiry,
         there has not occurred or commenced to exist any event or condition
         which constitutes (or which would, with the giving of notice or lapse
         of time or both, constitute) a default under or which is reasonably
         likely to give rise to the amendment, cancellation, modification,
         rescission, revocation, termination, or non-renewal, of any such lease.
         No Controlled Company is, to the knowledge of any Controlled Company
         after commercially reasonable inquiry, on notice to the effect that any
         such event, condition, or thing has occurred, or that any Person who is
         a party to any such lease intends to amend, cancel, modify, rescind,
         revoke, or terminate, or not renew the same.

         5A.15 280G. Except as set forth in SCHEDULE 5A.15, neither the
         execution and delivery of this Agreement nor the consummation of the
         transactions contemplated hereby will result in any payment, transfer
         of property, or any acceleration right which will constitute a
         non-deductible "excess parachute payment" within the meaning of Section
         280G of the Code.

         5A.16 BANK ACCOUNTS. SCHEDULE 5A.16 sets forth for each Controlled
         Company (a) the name and address of each depository institution at
         which that Controlled Company has any deposit or other account, the
         number of each such account or safe deposit box, and the name of each
         Person authorized to draw thereon or have access thereto, as the case
         may be, and (b) the name of each Person holding a power of attorney to
         act on behalf of that Controlled Company.


                                      -18-
<PAGE>   20



         5A.17 INSURANCE. SCHEDULE 5A.17 sets forth a true and complete list and
         brief description (including applicable premiums and deductibles) of
         all policies of, and binders evidencing, life, fire, workmens'
         compensation, product liability, general liability and other forms of
         insurance, including title insurance, owned or maintained by each
         Controlled Company. Such policies are in full force and effect, and
         Company is not in default under any of them, other than any default
         which would not entitle the issuer of any such policy to deny payment
         thereunder in the event of any insured loss, unless the denial would
         not, either alone in the aggregate with all such other denials, be
         reasonably likely to have a material adverse effect upon the financial
         condition, properties or business operations of any Controlled Company.

         5A.18 UNION CONTRACTS, LABOR, AND EMPLOYEES. No Controlled Company has
         any contracts, agreements or understandings, whether written or oral,
         with any labor union or other labor organization or employee bargaining
         group relating to its employees. Nor does any Controlled Company have
         any knowledge of any efforts being made on the part of any labor union
         or other labor organization or employee bargaining group or any
         employee with respect to representation or organization of any of the
         employees of any Controlled Company. Each Controlled Company is in
         compliance with all laws, rules, regulations, and orders respecting
         employment and employment practices, terms and conditions of employment
         and wages and hours, except for any non-compliance that would not be
         reasonably likely to have a material adverse effect upon the financial
         condition, properties or business operations of any Controlled Company.
         No Controlled Company has engaged in any unfair labor practice. Other
         than as set forth on SCHEDULE 5A.18, there are no controversies pending
         or, to the best of the knowledge of each Controlled Company,
         threatened, between the respective employees of any Controlled Company
         and that Controlled Company. Set forth on SCHEDULE 5A.18 is a list of
         all current employees of each Controlled Company.

         5A.19 INTERESTS, IN CLIENTS, CUSTOMERS, ETC. Except as disclosed in
         SCHEDULE 5A.19, none of the Selling Shareholders and none of the
         Controlled Companies has any direct or indirect interest in, or is a
         director, officer or employee of, any entity which is a client,
         customer, supplier, lessor, lessee, debtor, creditor or competitor or
         potential competitor of any Controlled Company.

         5A.20 PRODUCT AND SERVICE WARRANTY LIABILITY. There are no product or
         service warranty or product or service liability claims pending or, to
         the knowledge of Company, threatened against any Controlled Company
         and, to the knowledge of each Controlled Company, there is no state of
         facts or the occurrence of any event that could reasonably be expected
         to form the basis for any such product or service warranty, product or
         service liability or other tort claim. Company has provided Purchaser
         with a complete and accurate list of all warranty information provided
         to or relied upon by the customers of each Controlled Company. To the
         knowledge of each Controlled Company, after 



                                      -19-
<PAGE>   21


         commercially reasonable inquiry, there have been no product and service
         warranty or product and service liability claims made against any
         Controlled Company within the past three (3) years which would be
         reasonably likely, either alone or in the aggregate with all such other
         claims, have a material adverse effect upon the financial condition,
         properties or business operations of any Controlled Company.

         5A.21 FINANCIAL STATEMENTS. Each of the financial statements delivered
         pursuant to this Agreement by Company has been prepared in accordance
         with generally accepted accounting principles applied on a basis
         consistent with those used by Company during its then next preceding
         full fiscal year and fairly presents in all material respects (subject
         to routine year-end audit adjustments in the case of the unaudited
         financial statements and footnotes) the financial condition of the
         Company on a consolidated basis as of the date thereof and the
         consolidated results of its operations, if any, for the fiscal period
         then ending. SCHEDULE 5A.21 to this Agreement sets forth, for each
         Controlled Company, all liabilities of that Company, if any, whether
         fixed, contingent, or otherwise, if and to the extent not disclosed in
         the financial statements delivered pursuant to this Agreement except
         those liabilities which, individually, or in the aggregate, do not
         constitute material liabilities. Each Controlled Company has
         established and at all times maintained, in accordance with GAAP,
         appropriate reserves for federal, state, local, and foreign taxes of
         every kind and nature. There has been no material adverse change in the
         financial condition, properties, business, or results of operations of
         any Controlled Company since the date of the Most Recent Financial
         Statements nor any change in the accounting procedures of Company since
         January 1, 1996. Since the date of the Most Recent Financial
         Statements, no Controlled Company has incurred any material liabilities
         other than liabilities incurred in the Ordinary Course of Business.

         5A.22 DIVIDENDS. Company has not declared, committed itself to make, or
         paid any Dividend since June 30, 1997.

         5A.23 LAWFUL OPERATIONS. Except as set forth in SCHEDULE 5A.23, the
         operations of each Controlled Company have at all times been and
         continue to be in material compliance with all requirements imposed by
         law, whether federal, state or local, whether statutory, regulatory or
         other, including (without limitation) ERISA, all Environmental Laws and
         occupational safety and health laws and all zoning ordinances. In any
         event, none of the matters disclosed in SCHEDULE 5A.23 will, either
         alone or in the aggregate with all such other matters, have a material
         adverse effect upon the financial condition, properties or business
         operations of Company.

         5A.24 ENVIRONMENTAL MATTERS. Except as set forth in SCHEDULE 5A.24, no
         Controlled Company is in violation of, or has any liability, absolute
         or contingent, in or under or in connection with any Environmental Law,
         except for any violation or liability which would not be reasonably
         likely to have a material adverse effect upon the financial 



                                      -20-
<PAGE>   22


         condition, properties or business operations of any Controlled Company.
         Without limiting the generality of the foregoing, no condition exists
         at, on or under any facility or other property now or previously owned
         by any Controlled Company which would give rise to any liability on the
         part of any Controlled Company or Purchaser under any Environmental
         Law, except for any violation or liability which would not, either
         alone or in the aggregate with all such other liabilities and
         violations, be reasonably likely to have a material adverse effect upon
         the financial condition, properties or business operations of any
         Controlled Company; and no Controlled Company has received any notice
         from any governmental agency, court or other Person it is a potentially
         responsible party for the clean-up of any environmental waste site, is
         in violation of any environmental permit or law or has been placed on
         any registry of solid or hazardous waste disposal site. There are no
         actions, suits, demands, notices, claims, investigations, or
         proceedings pending or, to the knowledge of any Controlled Company,
         threatened relating to any properties including, without limitation any
         notices, demand letters, or requests for information from any Person
         relating to any liability under, or any violation of, any Environmental
         Law that would impose a liability on any Controlled Company or
         Purchaser pursuant to any Environmental Law, except for any such
         liability which, either alone or in the aggregate with all such other
         liabilities, would not be reasonably likely to have a material adverse
         effect upon the financial condition, properties or business operations
         of any Controlled Company or Purchaser. In any event, none of the
         matters disclosed in SCHEDULE 5A.24 will, either alone or in the
         aggregate with all such other matters, have a material adverse effect
         upon the financial condition, properties or business operations of
         Company.

         5A.25 EMPLOYEE PLANS; WARN ACT. Except for the Employee Plans disclosed
         on SCHEDULE 5A.25, no Controlled Company maintains, contributes to, or
         has, to its knowledge, after commercially reasonable inquiry, an
         obligation to contribute to, any Employee Plan, or any other severance,
         bonus, stock option, stock appreciation, stock purchase, retirement,
         insurance, health, welfare, vacation, pension, profit-sharing or
         deferred compensation plan, agreement or arrangement providing benefits
         for employees or former employees of any Controlled Company, nor has
         any Controlled Company or any officer or director of any Controlled
         Company taken any action directly or indirectly to obligate Controlled
         Company to institute any such Employee Plan. No Controlled Company has,
         to its knowledge, after commercially reasonable inquiry, any liability
         with respect to any plans, arrangements or practices of the type
         described in the next preceding sentence previously maintained by or
         contributed to by any Controlled Company, or to which any Controlled
         Company previously had an obligation to contribute, that would be
         reasonably likely to have a material adverse effect upon the assets and
         properties, operations, condition (financial or otherwise) or business
         of any Controlled Company.

                  (a) Company has delivered to Purchaser a true and complete
                  copy of each of the Employee Plans of each Controlled Company,
                  including, without limitation, all


                                      -21-
<PAGE>   23

                  amendments thereto. Each Employee Plan of each Controlled
                  Company has at all times been maintained in full compliance
                  with all laws, rules, regulations, and orders, including,
                  without limitation, ERISA and all rules and regulations
                  promulgated thereunder, except for any non-compliance which
                  would not be reasonably likely to have a material adverse
                  effect upon the financial condition, properties or business
                  operations of any Controlled Company and except for the
                  matters disclosed on Schedule 5A.25 (none of which disclosed
                  matters will have a material adverse effect upon the financial
                  condition, properties or business operations of Company), each
                  such Employee Plan has been administered in accordance with
                  the terms of the applicable plan documents in all material
                  respects.

                  (b) Except as disclosed on SCHEDULE 5A.25, no Controlled
                  Company has made any promises or commitments to provide, and
                  is under no obligation or liability to provide, (i) medical
                  benefits (including through insurance) to retirees of any
                  Controlled Company or their dependents or (ii) life insurance
                  or other death benefits (including through insurance) to
                  retirees of any Controlled Company or their dependents, except
                  for any obligation or liability that would not, either alone
                  or in the aggregate with all such other obligations and
                  liabilities, be reasonably likely to have a material adverse
                  effect upon the financial condition, properties or business
                  operations of any Controlled Company.

                  (c) No Employee Plan of any Controlled Company is or at any
                  time was (i) funded through a "welfare benefit fund" as
                  defined in Section 419(e) of the Code, (ii) subject to Title
                  IV of ERISA, (iii) is or at any time was subject to the
                  minimum funding standards of Section 302 of ERISA or Section
                  412 of the Code, (iv) a "multiemployer plan" within the
                  meaning of Section 3(37) or 4001(a)(13) of ERISA, or Section
                  414(f) of the Code, or (v) a "multiple employer plan" within
                  the meaning of Section 413(c) of the Code.

                  (d) Except as disclosed on SCHEDULE 5A.25 to this Agreement,
                  no trade or business is or, at any time within the past six
                  (6) years, has been, treated, together with any Controlled
                  Company as a single employer under Section 414 of the Code or
                  Section 4001 of ERISA. Each Employee Plan of each Controlled
                  Company intended to be qualified under Section 401(a) of the
                  Code is so qualified and has heretofore been determined by the
                  IRS to be so qualified, and each trust created thereunder has
                  heretofore been determined by the IRS to be exempt from tax
                  under the provisions of Section 501(a) of the Code.

                  (e) No Controlled Company has engaged in any prohibited
                  transaction (within the meaning of Section 406 of ERISA or
                  Section 4975 of the Code, excluding any transactions which are
                  exempt under Section 408 of ERISA or Section 4975 of the Code,
                  under an applicable regulation, or under a prohibited
                  transaction exemption issued to that Controlled Company by the
                  Department of Labor, other than any prohibited transaction
                  exemption which is subject to any unsatisfied condition or


                                      -22-
<PAGE>   24


                  which, according to any notice published in the Federal
                  Register by the Department of Labor, is being reconsidered)
                  with respect to any Employee Plan.

                  (f) Except as disclosed on SCHEDULE 5A.25 to this Agreement,
                  each Employee Plan of each Controlled Company has made a
                  timely filing of Form 5500 for each year that such Employee
                  Plan has been in existence.

                  (g) Each Employee Plan of each Controlled Company has had
                  prepared and distributed to all participants and beneficiaries
                  a summary plan description that complies with Department of
                  Labor Reg. Sections 2520.102-2 and 2520.102-3 and that
                  summarizes the current terms of such Employee Plan in all
                  material respects.

                  (h) Each group health plan (as such term is defined in Section
                  5000(b)(1) of the Code) maintained or contributed to,
                  currently or in the past, by any Controlled Company (or any
                  other corporation or trade or business the employees of which,
                  together with the employees, are required by the Code to be
                  treated as if they were employed by a single employer) has
                  been operated in full compliance with the continuation
                  coverage requirement of Part 6 of Subtitle B of Title I of
                  ERISA and Section 4980B of the Code.

                  (i) With respect to any insurance policy that has, or does,
                  provide funding for benefits under any Employee Plan, (i)
                  there is no liability on the part of any Controlled Company in
                  the nature of a retroactive or retrospective rate adjustment,
                  loss sharing arrangement, or other actual or contingent
                  liability, nor would there be any such liability if any such
                  insurance policy was terminated, except for any such liability
                  which, either alone or in the aggregate with all such other
                  liabilities, would not be reasonably likely to have a material
                  adverse effect upon the financial condition, properties or
                  business operations of any Controlled Company and (ii) no
                  insurance company issuing any such policy is in receivership,
                  conservatorship, liquidation or similar proceeding and, to the
                  knowledge of Company, no such proceedings with respect to any
                  insurer are imminent.

                  (j) Except as disclosed in SCHEDULE 5A.25, neither the
                  execution and delivery of this Agreement nor the consummation
                  of the transactions contemplated thereby will (i) constitute a
                  stated triggering event under any Employee Plan that will
                  result in any payment (whether of severance pay or otherwise)
                  becoming due from any Controlled Company to any present or
                  former officer, employee, director, shareholder, consultant,
                  or former employee (or dependents of any thereof) or (ii)
                  accelerate the time of payment or vesting, or increase the
                  amount, 



                                      -23-
<PAGE>   25



                  of compensation due to any employee, officer, director,
                  shareholder, or consultant.

                  (k) All contributions, payments, and transfers by any
                  Controlled Company in respect of any Employee Plan have been
                  timely made and have been or are fully deducted under the Code
                  or, if not so deducted, is fully deductible under the Code.

                  (l) No Employee Plan of any Controlled Company provides
                  benefits to any individual who is not (i) a current or former
                  employee of that Controlled Company or (ii) a dependent of or
                  other beneficiaries of any a current or former employee of
                  that Controlled Company.

                  (m) Other than routine claims for benefits, there is no
                  pending or, to the knowledge of any Controlled Company,
                  threatened assessment, complaint, proceeding or investigation
                  of any kind in any court or government agency with respect to
                  any Employee Plan, nor is there, to the knowledge of any
                  Controlled Company, any reasonable basis for one.

                  (n) All (i) insurance premiums required to be paid with
                  respect to, (ii) benefits, expenses and other amounts due and
                  payable under, and (iii) contributions, transfers or payments
                  required to be made to, any Employee Plan or Company have been
                  paid, made, or, accrued.

                  (o) Each Controlled Company has reserved all rights necessary
                  to amend or terminate each of the Employee Plans of that
                  Controlled Company without the consent of any other Person.

                   (p) SCHEDULE 5A.25 sets forth, for each Controlled Company, a
                  true and complete list of all employees or former employees of
                  that Controlled Company who have been suspended, terminated,
                  laid off, granted any leave of absence, or otherwise placed in
                  any non-active status during the ninety (90) day period ending
                  on the date of this Agreement.

                  (q) Except as set forth on SCHEDULE 5A.25, no Controlled
                  Company has taken any action that could be construed as a
                  "plant closing" or "mass layoff" within the meaning of the
                  WARN Act or any other applicable law.

         5A.26 NO BROKERS' OR INSIDERS' FEES. No Person has, or immediately
         following the consummation of the transactions contemplated by this
         Agreement will have, as a result of any action or inaction on the part
         of any Selling Shareholder or any Controlled Company, any claim or
         right against any Controlled Company or Purchaser for any commission,
         fee, or other compensation as a finder or broker in connection with the


                                      -24-
<PAGE>   26



         transactions contemplated by this Agreement. Except as set forth in
         SCHEDULE 5A.26, or as expressly provided in this Agreement or any
         agreement or other writing executed pursuant to this Agreement, there
         are no payments or promises of payment, however characterized, that
         have been paid or that are or may become payable in connection with the
         transactions contemplated pursuant to this Agreement to any Selling
         Shareholder, or to any director, officer, or employee, of any
         Controlled Company, or to any Affiliate of any of the foregoing.

         5A.27 DISCLOSURE. No representation, warranty, or other written
         statement (other than any made by Purchaser) made in or pursuant to
         this Agreement contains an untrue statement of a material fact or, to
         the knowledge of any Controlled Company, after commercially reasonable
         inquiry, omits to state a material fact necessary to make the
         representation, warranty, or other statement, as the case may be, in
         light of the circumstances under which it was made, not false or
         misleading.

5B. REPRESENTATIONS AND WARRANTIES: SELLING SHAREHOLDERS. Each Selling
Shareholder severally, and for itself, represents and warrants to Purchaser as
follows:

         5B.01 AUTHORITY TO SELL STOCK. Except as set forth in SCHEDULE 5A.03,
         there are no agreements (other than this Agreement) or other
         commitments of any kind obligating that Selling Shareholder to sell any
         security issued by Company. Except as set forth in SCHEDULE 5A.03,
         there are no outstanding restrictions, agreements or commitments of any
         kind by which that Selling Shareholder is bound which relate to or
         restrict in any way the sale and transfer, pursuant to this Agreement,
         of any capital stock of Company owned by that Selling Shareholder.

         5B.02 OWNERSHIP OF STOCK. SCHEDULE 5A.04 to this Agreement sets forth
         the name of that Selling Shareholder, and, to the right of that Selling
         Shareholder's name, respectively, the number of shares of Company
         Voting Stock and Company Non-Voting Stock owned beneficially and of
         record by that Selling Shareholder and the Selling Shareholder's
         Ratable Share, Selling Shareholder's Ratable Indemnification Share, and
         Selling Shareholder's Net Income Share, for that Selling Shareholder.
         Except as set forth in SCHEDULE 5A.04, all of Company's outstanding
         capital stock owned by that Selling Shareholder is owned beneficially
         and of record by that Selling Shareholder free from any security
         interest, option, equity or other right of any kind.

         5B.03 NO NOTICES, APPROVALS, OR CONSENTS REQUIRED: SELLING
         SHAREHOLDERS. Except for any notice which shall have been given on or
         before the Initial Closing Date, and except for any approval or consent
         which shall have been obtained on or before the Initial Closing Date,
         no notice to, registration with, or approval of any Person, including,
         without limitation, any governmental agency of any kind, is or was
         required on the part that Selling Shareholder for the due execution and
         delivery of this Agreement or any 



                                      -25-
<PAGE>   27



         agreement or other writing to be executed by that Selling Shareholder
         pursuant to this Agreement, or for the performance of the respective
         provisions thereof that are on the part of that Selling Shareholder to
         be complied with, or for the sale and transfer of that Shareholder's
         Company Stock pursuant to this Agreement.

         5B.04 AUTHORITY: SELLING SHAREHOLDERS That Selling Shareholder has
         requisite power and authority to enter into this Agreement to transfer
         Company Stock in accordance with this Agreement, and to perform all of
         the agreements contained in this Agreement that are on that Selling
         Shareholder's part to be complied with.

         5B.05  NO CONFLICT:  SELLING SHAREHOLDERS.  None of

                  (a) the execution, delivery, or performance and observance of
                  this Agreement or of any agreement or other writing to be
                  executed by that Selling Shareholder pursuant to this
                  Agreement, and

                  (d) the consummation of any transaction contemplated by this
                  Agreement, (including, without limitation, the transfer of
                  that Shareholder's Company Stock) or any agreement or writing
                  to be executed by that Selling Shareholder pursuant to this
                  Agreement

         will at any time

                  (i) result in the creation, attachment, or imposition of any
                  assignment, attachment, mortgage, security interest, other
                  lien, claim, equity, option, right, or interest of any kind
                  upon any of that Shareholder's Company Stock or upon any
                  property (whether real or personal, tangible or intangible, or
                  mixed) of that Selling Shareholder,

                  (ii) except as disclosed in SCHEDULE 5A.07, result in the
                  acceleration of all or any part of any obligation of that
                  Selling Shareholder, or any increase in the amount of any such
                  obligation,

                  (iii) conflict with, violate, constitute a default under (or
                  an event which would, with the giving of notice, the lapse of
                  time, or both, constitute a default under), or result in or
                  give any Person the right to effect the cancellation or
                  termination of, any agreement by which that Selling
                  Shareholder or any of its property is bound,

                  (iv) conflict with or violate any assignment, attachment,
                  mortgage, security interest, other lien, claim, equity,
                  option, right, or interest of any kind upon any of that
                  Selling Shareholder's Company Stock or upon any property
                  (whether real or personal, tangible or intangible, or mixed)
                  of that Selling Shareholder,



                                      -26-
<PAGE>   28


                  (v) result in any Person having the right (conditional or
                  otherwise) to acquire any interest in all or any part of the
                  property (whether real or personal, tangible or intangible, or
                  mixed) of that Selling Shareholder, or

                  (vi) conflict with or violate any law, rule, regulation, or
                  order by which that Selling Shareholder or any that Selling
                  Shareholder's property is bound.

         5B.06 LITIGATION: SELLING SHAREHOLDERS. Except as set forth in SCHEDULE
         5A.08 to this Agreement, (a) there is no Action pending against or
         directly involving that Selling Shareholder, nor, to the best knowledge
         of that Selling Shareholder, after due inquiry, is any such Action
         threatened and (b) there is no pending investigation by any
         governmental agency or authority of that Selling Shareholder, in each
         case which would have an adverse effect on that Selling Shareholder's
         title to or ownership of that Selling Shareholder's Company Stock.
         Except as set forth in SCHEDULE 5A.08 to this Agreement, there is no
         award, charge, decree, injunction, judgment, order, ruling, or writ of
         any kind to which that Selling Shareholder is subject or to which any
         property of that Selling Shareholder is subject, in each case which
         would have an adverse effect on that Selling Shareholder's title to or
         ownership of that Selling Shareholder's Company Stock. In any event,
         none of the matters disclosed in SCHEDULE 5A.08 seeks to enjoin or
         restrain the sale and transfer of all or any part of that Selling
         Shareholder's Company Stock as contemplated by this Agreement, and none
         of those matters will, either alone or in the aggregate with all such
         other matters, have a material adverse effect upon the rights of
         Purchaser in and to that Selling Shareholder's Company Stock.

         5B.07 REAFFIRMATION OF STOCK WARRANTIES. Each Selling Shareholder
         represents and warrants to Purchaser that each representation or
         warranty made by that Selling Shareholder in any of subsections 5B.01
         through 5B.06, both inclusive, will be true and complete on the Initial
         Closing Date as if made on that date. Each Secondary Selling
         Shareholder represents and warrants to Purchaser that each
         representation or warranty made by that Selling Shareholder in any of
         subsections 5B.01 through 5B.06, both inclusive, will be true and
         complete on the Secondary Closing Date as if made on that date.

5C. REPRESENTATIONS AND WARRANTIES: PURCHASER. Purchaser represents and warrants
to Selling Shareholders and Company as follows:

         5C.01 EXISTENCE. Purchaser is a duly organized and validly existing
         Kentucky corporation in good standing. Purchaser is duly qualified to
         transact business in each state or other jurisdiction in which
         Purchaser owns or leases any real property or in which the nature of
         the business conducted makes such qualification necessary or, if not so
         qualified, such failure to qualify will have no material adverse effect
         upon the financial condition of Purchaser or on the ability of
         Purchaser to transact business.


                                      -27-
<PAGE>   29



         5C.02 NO NOTICES, APPROVALS, OR CONSENTS REQUIRED: PURCHASER. Except
         for any identified in SCHEDULE 5C.02, no notice to, registration with,
         or approval of any Person, including, without limitation, any
         governmental agency of any kind, is required on the part of Purchaser
         for the due execution and delivery of this Agreement, or any agreement
         or other writing to be executed by Purchaser pursuant to this
         Agreement, or for the performance of the respective provisions thereof
         that are on Purchaser's part to be complied with, or for the
         consummation of any transaction contemplated by this Agreement or any
         agreement or writing to be executed by Purchaser pursuant to this
         Agreement.

         5C.03 AUTHORITY. Purchaser has requisite power and authority to enter
         into this Agreement and each agreement or other writing to be executed
         by Purchaser pursuant to this Agreement, and to perform all of the
         agreements contained in this Agreement and each agreement or other
         writing to be executed by Purchaser pursuant to this Agreement that are
         on Purchaser's part to be complied with. The officer executing and
         delivering this Agreement and each agreement or other writing to be
         executed by Purchaser pursuant to this Agreement on behalf of Purchaser
         has been duly authorized to do so.

         5C.04  NO CONFLICT.  Neither of

                  (a) the execution, delivery, or performance and observance of
                  this Agreement or of any agreement or other writing to be
                  executed by Purchaser pursuant to this Agreement nor

                  (b) the consummation of any transaction contemplated by this
                  Agreement, or any agreement or writing to be executed by any
                  of them pursuant to this Agreement

         will

                  (i) result in the creation, attachment, or imposition of any
                  assignment, attachment, mortgage, security interest, other
                  lien, claim, equity, option, right, or interest of any kind
                  upon any property (whether real or personal, tangible or
                  intangible, or mixed) of Purchaser,

                  (ii) result in the acceleration of all or any part of any
                  obligation of Purchaser, or any increase in the amount of any
                  such obligation,

                  (iii) conflict with, violate, constitute a default under (or
                  an event which would, with the giving of notice, the lapse of
                  time, or both, constitute a default under), or result in or
                  give any Person the right to effect the cancellation or
                  termination of any material contract to which Purchaser is a
                  party,



                                      -28-
<PAGE>   30



                  (iv) conflict with or violate any assignment, attachment,
                  mortgage, security interest, other lien, claim, equity,
                  option, right, or interest of any kind upon any property
                  (whether real or personal, tangible or intangible, or mixed)
                  of Purchaser,

                  (v) result in any Person having the right (conditional or
                  otherwise) to acquire any interest in all or any part of the
                  property (whether real or personal, tangible or intangible, or
                  mixed) of Purchaser,

                  (vi) conflict with or violate any law, rule, regulation, or
                  order by which Purchaser or any of Purchaser's properties are
                  bound, or

                  (vii) actuate, conflict, or violate any provision of the
                  respective articles or certificates of incorporation, as the
                  case may be, or by-laws or corporate regulations of Purchaser.

         5C.06 NO BROKERS' OR INSIDERS' FEES. No Person has, or immediately
         following the consummation of the transactions contemplated by this
         Agreement will have, as a result of any action or inaction on the part
         of Purchaser, any claim or right against any Controlled Company or any
         Selling Shareholder for any commission, fee, or other compensation as a
         finder or broker in connection with the transactions contemplated by
         this Agreement. Except as expressly provided in this Agreement or any
         agreement or other writing executed pursuant to this Agreement, there
         are no payments or promises of payment, however characterized, that
         have been paid or that are or may become payable in connection with the
         transactions contemplated pursuant to this Agreement to Purchaser , or
         to any director, officer, or employee, of Purchaser, or to any
         Affiliate of any of the foregoing.

         5C.07 SUFFICIENT FUNDS. Purchaser has sufficient funds to perform and
         observe all obligations contained in this Agreement that are on
         Purchaser's part to be complied with.

6A. COVENANTS OF COMPANY. Company agrees to perform and observe each of the
following:

         6A.01 NOTICES, APPROVALS, OR CONSENTS REQUIRED. Unless and until the
         Initial Closing shall have occurred, Company will

                  (a) give or cause to be given each notice, if any, identified
                  in SCHEDULE 5A.05, which shall not have been given on or
                  before the date of this Agreement,

                  (b) undertake or cause to be undertaken each registration, if
                  any, identified in Schedule 5A.05, which shall not have been
                  undertaken on or before the date of this Agreement, and



                                      -29-
<PAGE>   31



                  (c) use commercially reasonable efforts to obtain or cause to
                  be obtained each approval, if any, identified in SCHEDULE
                  5A.05, which shall not have been obtained on or before the
                  date of this Agreement.

         6A.02 NO EXTRAORDINARY TRANSACTIONS. Unless and until the Initial
         Closing shall have occurred, Company will not, without having first
         obtained Purchaser's written consent, which consent shall not be
         unreasonably withheld, suffer or permit the occurrence of any of the
         following events or conditions, namely:

                  (a) the creation, attachment, or imposition of any assignment,
                  attachment, mortgage, security interest, other lien, claim,
                  equity, option, right, or interest of any kind upon any of the
                  Company Stock or upon any property (whether real or personal,
                  tangible or intangible, or mixed) of any Controlled Company,
                  except, in the case of any property of any Controlled Company,
                  Permitted Liens created, attaching, or imposed in the Ordinary
                  Course of Business,

                  (b) the (i) adoption or amendment (except (A) as required by
                  law, (B) to effect the payments to R. Emmons as set forth in
                  SCHEDULE 6A.02, which payments are contemplated by this
                  Agreement, and (C) for the voluntary compliance resolution
                  which Company agrees to file with the IRS on or before August
                  31, 1997, after having given Purchaser an opportunity to
                  review the same) by any Controlled Company of any bonus,
                  profit sharing, compensation, severance, termination, stock
                  option, pension, retirement, deferred compensation,
                  employment, or other employee benefit agreement, trust, plan,
                  or fund for the benefit or welfare, of any director, officer,
                  employee, agent, or representative, (ii) increase (except for
                  normal merit increases in the Ordinary Course of Business, not
                  to exceed, on an annualized basis, ten thousand dollars
                  ($10,000) for any one Person, and one hundred thousand dollars
                  ($100,000) for all Persons in the aggregate) by any Controlled
                  Company of the compensation or benefits of any director,
                  officer, employee, agent, or representative or pay any benefit
                  not required by any existing plan or arrangement (including,
                  without limitation, stock options or stock appreciation
                  rights), (iii) taking of any action or the granting of any
                  benefit by any Controlled Company not in the Ordinary Course
                  of Business with respect to any existing bonus, profit
                  sharing, compensation, severance, termination, stock option,
                  pension, retirement, deferred compensation, employment, or
                  other employee benefit agreement, trust, plan, or fund, or
                  (iv) entering into by any Controlled Company of any contract,
                  agreement, commitment, or arrangement to do any of the
                  foregoing,

                  (c) any change in any Controlled Company's authorized capital
                  stock, including without limitation any stock split or
                  reclassification in respect of any Controlled Company's
                  outstanding capital stock, or any declaration, payment or
                  setting aside 


                                      -30-
<PAGE>   32



                  for payment of any Dividend, fees, or other distribution in
                  respect of the capital stock of any Controlled Company,

                  (d) any capital expenditure by any Controlled Company, or any
                  agreement to any capital expenditure by any Controlled
                  Company, if, after giving effect thereto, that aggregate
                  amount of all capital expenditures made or agreed to on and
                  after the date of this Agreement by all Controlled Companies
                  would exceed, in the aggregate, an amount equal to fifty
                  thousand dollars ($50,000),

                  (e) any sale, transfer, or other disposition of any assets of
                  any Controlled Company, except for sales of inventory, if any,
                  in the Ordinary Course of Business,

                  (f) the incurrence by any Controlled Company of any obligation
                  or liability (fixed or contingent), except in the Ordinary
                  Course of Business;

                  (g) any compromise of more than ten thousand dollars ($10,000)
                  of any Account, debt or claim of any Controlled Company, or
                  any waiver or release of any right of any Controlled Company
                  that is of value,

                  (h) any transfer, abandonment, failure to maintain in good
                  standing, or grant of any rights under or with respect to any
                  leases, licenses or agreements of any Controlled Company or
                  any of its property, or any agreement limiting any Controlled
                  Company's ability to conduct its operations and distribute its
                  services anywhere in the world or to any Person,

                  (i) any amendment of any Constituent Document as in effect on
                  the date of this Agreement, except if and to the extent
                  necessary to consummate the transactions specifically
                  contemplated by this Agreement,

                  (j) except as set forth in Exhibit 5A.04, any (i) issuance or
                  sale of any shares of capital stock (other than pursuant to
                  this Agreement or pursuant to stock options outstanding prior
                  to the date of this Agreement) or any other securities of any
                  Controlled Company, (ii) issuance or sale of any securities
                  convertible into or exchangeable for, any options, rights, or
                  warrants to purchase, any certificates or scrip for, any
                  participations in, any rights to subscribe for, or any calls
                  or commitments of any character whatsoever relating to, any
                  shares of capital stock or any other securities of any
                  Controlled Company, (iii) entry into any arrangement,
                  contract, or understanding (other than this Agreement) with
                  respect to the issuance or sale of any shares of capital stock
                  (other than pursuant to this Agreement) or any other
                  securities of any Controlled Company, (iv) recapitalization or
                  other change in the capital structure of any 


                                      -31-
<PAGE>   33



                  Controlled Company, or (v) grant of any stock options by any
                  Controlled Company under any stock option plan or otherwise,

                  (k) any material change with respect to the nature of any
                  Controlled Company's business as conducted on the date of this
                  Agreement, or any change in its accounting procedures,

                  (l) entry into any contract of a kind described in section
                  5A.12, required to be set forth in SCHEDULE 5A.12, or
                  purposefully omitted from Schedule 5A.12 by the parties to
                  this Agreement;

                  (m) any failure to maintain the material properties and assets
                  of the business of any Controlled Company, whether owned or
                  leased, in their current operating condition and repair,
                  reasonable wear and tear excepted;

                  (n) any failure to maintain in full force and effect insurance
                  for the business of any Controlled Company providing coverage
                  and amounts of coverage in accordance with their current
                  practice;

                  (o) any merger or consolidation of any Controlled Company with
                  any other Person or any acquisition of any stock, business, or
                  substantial percentage of the property or assets of any other
                  Person;

                  (p) any write-up the value of any of any Controlled Company's
                  assets,

                  (q) except as set forth in SCHEDULE 5A.12, any loan or advance
                  to, or any investment in, any Person (including any officer,
                  director, employee, agent, sales representative or
                  consultant), except for (A) travel advances to employees,
                  provided, that the aggregate unpaid principal balance of all
                  such advances shall not exceed an amount equal to ten thousand
                  dollars ($10,000) at any one time outstanding and (B) any
                  existing or future investment in direct obligations of the
                  United States of America or any agency thereof the obligations
                  of which are backed by the full faith and credit of the United
                  States of America, in certificates of deposit fully insured by
                  the Federal Deposit Insurance Corporation, or in any other
                  money-market investment if it carries the highest quality
                  rating of any nationally-recognized rating agency, provided,
                  that no investment permitted by this clause (B) shall mature
                  more than ninety (90) days after the date when made,

                  (r) any deferment of the payment of any Controlled Company's
                  accounts payable, outside of the Ordinary Course of Business,



                                      -32-
<PAGE>   34



                  (s) any incurrence by any Controlled Company of any
                  indebtedness for borrowed money,

                  (t) any declaration or payment of any Dividend by Company, or

                  (u) any agreement to do any of the foregoing.

         6A.03 FULL ACCESS. Unless and until the Initial Closing shall have
         occurred, upon each request of Purchaser, Company shall permit, and
         shall cause each of the its Subsidiaries to permit, representatives of
         Purchaser to have, during normal business hours, full access to all of
         the customers, customer information, suppliers, supplier information,
         sub-contractor information, third-party contractors information,
         premises, properties, personnel, books, records (including, without
         limitation, tax records), contracts and documents of or pertaining to
         Company and its Subsidiaries.

         6A.04 NOTICE OF DEVELOPMENTS. Unless and until the Initial Closing
         shall have occurred, Selling Shareholders will, and will cause each
         Controlled Company to, give prompt notice to Purchaser whenever there
         shall occur or commence to exist (a) any material development in the
         business of any Controlled Company that would be outside the Ordinary
         Course of Business or (b) any event or condition that, if occurring or
         existing at the date of this Agreement, would have been required to be
         set forth or identified in any of the schedules to this Agreement. Each
         such notice shall be deemed to amend any schedule to this Agreement,
         unless any of the matters set forth in that Schedule, either alone or
         in the aggregate with one or more other such matters, set forth in any
         such notice, either alone or in the aggregate with one or more others,
         would or would be reasonably likely to have (i) a material adverse
         effect upon the financial condition, properties or business operations
         of any Controlled Company or (ii) a material adverse impact the
         economic or business benefits of the transactions contemplated by this
         Agreement to Company, Purchaser, or both.

         6A.05 EXCLUSIVITY. No Selling Shareholder, Controlled Company, or
         director, officer, employee, or shareholder of any Controlled Company
         will, directly or indirectly, (a) solicit or initiate any proposals or
         offers from any Person relating to any acquisition or purchase of all
         or a material amount of the assets of, or any securities of, or any
         merger, consolidation or business combination with Company or any of
         its Subsidiaries, (b) participate in any discussions or negotiations
         regarding, or furnish to any other Persons any information with respect
         to any acquisition or purchase of all or a material amount of the
         assets of, or any securities of, or any merger, consolidation or
         business combination with Company or any of its Subsidiaries, or (c)
         suffer or permit any of their respective advisors, agents, consultants,
         employees, or other representatives to do anything described in the
         foregoing clauses (a) or (b). Each Selling Shareholder, Controlled
         Company, and director, officer, employee, and shareholder of any
         Controlled Company will, on the date of this Agreement, cease and cause
         to be terminated any existing activities, discussions or negotiations
         with any Persons conducted heretofore 


                                      -33-
<PAGE>   35



         with respect to anything described in the foregoing clauses (a) or (b).
         Each of Company and Selling Shareholders will give Purchaser immediate
         notice if any such inquiries or proposals are received by, any
         information is requested from, or any such negotiations or discussions
         are sought to be initiated or continued with Company.

         6A.06 FURTHER ASSURANCE. Company will, at Company's expense, to make
         and do, all such acts and things as Purchaser may from time to time
         reasonably require for the better evidencing, perfection, protection,
         or validation of, or realization of the benefits of, its interest in
         the Company Stock and its rights under this Agreement. Without limiting
         the generality of the foregoing, Company will, at Company's expense,
         upon each request of Purchaser, (a) comply with, and cause each Selling
         Shareholder to comply with, every other requirement deemed reasonably
         necessary by Purchaser for the perfection of its interest in the
         Company Stock, and (b) execute and deliver such affidavits,
         assignments, endorsements of specific items, powers of attorney, and
         other writings as Purchaser may from time to time reasonably require,
         each in form and substance satisfactory to Purchaser.

6B. COVENANTS OF PURCHASER. Purchaser will perform and observe each of the
following, namely:

         6B.01 NOTICES, APPROVALS, OR CONSENTS REQUIRED. Purchaser will, unless
         and until the Initial Closing shall have occurred:

                  (a) give or cause to be given each notice, if any, identified
                  in SCHEDULE 5C.02, which shall not have been given on or
                  before the date of this Agreement,

                  (b) undertake or cause to be undertaken each registration, if
                  any, identified in Schedule 5C.02, which shall not have been
                  undertaken on or before the date of this Agreement, and

                  (c) use commercially reasonable efforts to obtain or cause to
                  be obtained each approval, if any, identified in SCHEDULE
                  5C.02, which shall not have been obtained on or before the
                  date of this Agreement.

          6B.02 FINANCIAL STATEMENTS. Unless and until the Secondary Closing
          shall have been consummated, Purchaser will, after the consummation of
          the Initial Closing, cause Company to furnish to each Secondary
          Closing Shareholder

                  (a) as soon as available, and in any event within twenty (20)
                  days after the end of each month ending after the Initial
                  Closing Date, a balance sheet of Company as of the end of that
                  month, and the statements of cash flow, income and surplus
                  reconciliation of Company for the fiscal year in which that
                  month occurs to the 


                                      -34-
<PAGE>   36




                  end of that month, all prepared (but unaudited) on a
                  consolidated basis, in accordance with GAAP and in form and
                  detail similar to the Most Recent Financial Statements,

                  (b) concurrently with each delivery of financial statements
                  pursuant to clause (a), a certificate having been signed by
                  Company's chief financial officer, certifying that those
                  financial statements fairly present in all material respects
                  the financial condition and results of operations of Company
                  in accordance with GAAP, and

                  (c) forthwith upon each Secondary Selling Shareholder's
                  written request, such other information about the financial
                  condition, properties and operations of the Controlled
                  Companies and their respective Employee Plans as that Selling
                  Shareholder may from time to time request.

         6B.03 NO EXTRAORDINARY TRANSACTIONS. Unless and until the Secondary
         Closing shall have occurred, Company will not, at any time on or after
         the Initial Closing Date, without having first obtained the written
         consent of each of John J. Leehy III and James C. Comis III, which
         consent shall not be unreasonably withheld, suffer or permit the
         occurrence of any of the following events or conditions, namely:

                  (a) any (i) issuance or sale of any shares of capital stock
                  (other than pursuant to this Agreement) or any other
                  securities of any Controlled Company, (ii) issuance or sale of
                  any securities convertible into or exchangeable for, any
                  options, rights, or warrants to purchase, any certificates or
                  scrip for, any participations in, any rights to subscribe for,
                  or any calls or commitments of any character whatsoever
                  relating to, any shares of capital stock or any other
                  securities of any Controlled Company, (iii) entry into any
                  arrangement, contract, or understanding (other than this
                  Agreement) with respect to the issuance or sale of any shares
                  of capital stock (other than pursuant to this Agreement) or
                  any other securities of any Controlled Company, (iv)
                  recapitalization or other change in the capital structure of
                  any Controlled Company, or (v) grant of any stock options by
                  any Controlled Company under any stock option plan or
                  otherwise,

                  (b) any merger or consolidation of any Controlled Company with
                  any other Person or any acquisition of any stock, business, or
                  substantial percentage of the property or assets of any other
                  Person (except as may be necessary to consummate he
                  transactions contemplated in this Agreement, or

                  (c) any transaction not in the Ordinary Course of Business
                  with any Affiliate which has the intent or effect of
                  negatively affecting the value of the Company Stock owned by
                  the Secondary Selling Shareholders and benefiting the Company;


                                      -35-
<PAGE>   37



                  or any agreement not in the Ordinary Course of Business to do
                  any of the foregoing

7A. INDEMNITY: PURCHASER INDEMNITEES. Subject to section 7D and subsection 8.04,
Selling Shareholders and Company will jointly and severally reimburse and
indemnify each Purchaser Indemnitee, upon that Purchaser Indemnitee's demand,
from and against any and all damages and liabilities and any and all fees,
costs, expenses (including, without limitation, the fees, costs, and reasonable
expenses of accountants, appraisers, attorneys, consultants, and expert
witnesses, court costs, costs of defense, and costs of investigation), and
losses (including, without limitation, but without duplication, any loss in
value of the Shares, any loss in value of any assets of the Company, and any
loss of profit) arising out of or in connection with each of the following (each
a "PURCHASER INDEMNIFIABLE EVENT")

         (a) any inaccuracy of any representation, warranty, or other statement
         made by or on behalf of Selling Shareholders or any them in or pursuant
         to this Agreement

         (b) any failure or omission on the part of Selling Shareholders and
         Company or any of them to perform or observe any covenant contained in
         this Agreement and that is on the part of Selling Shareholders and
         Company or any of them to be complied with, or

         (c) any liability of any Seller Indemnitee to National Bankcard
         Association, Inc., if and to the extent that the liability arises out
         of or in connection with any action or inaction (including, without
         limitation, any tortious act, breach of contract, or violation of law)
         prior to the Initial Closing Date,

provided, that

         (i) Neither Company nor any Selling Shareholder shall be obligated to
         reimburse or indemnify any Purchaser Indemnitee pursuant to this
         section from and against any damages, liabilities, fees, costs, or
         expenses arising out of or in connection any Purchaser Indemnifiable
         Event (other than any Special Purchaser Indemnifiable Event with
         respect to that Selling Shareholder)

                  (A) if Purchaser shall not have executed and delivered to
                  Escrow Agent, within the period of one (1) year following the
                  Initial Closing Date, an Indemnification Claim Certificate in
                  respect of that Purchaser Indemnifiable Event or

                  (B) if and to the extent that, after giving effect to such
                  reimbursement and indemnity, that aggregate of all amounts
                  which shall have been paid pursuant to this section 7A would
                  exceed an amount equal to fifteen million dollars
                  ($15,000,000),



                                      -36-
<PAGE>   38



         (ii) no Selling Shareholder shall be obligated to reimburse or
         indemnify any Purchaser Indemnitee pursuant to this section from and
         against any damages, liabilities, fees, costs, or expenses arising out
         of or in connection with (A) any inaccuracy of any Stock Warranty made
         by any other Selling Shareholder or (B) any failure or omission on the
         part of any other Selling Shareholder to perform or observe any
         agreement contained in section 2A, subsection 3A.01, or subsection
         3D.01 that is on such other Selling Shareholder's part to be complied
         with,

         (iii) the aggregate amount to be paid, under section 7A or otherwise,
         by any Selling Shareholder for any damages, liabilities, fees, costs,
         or expenses arising out of or in connection with any inaccuracy of any
         one or more Stock Warranties made by that Selling Shareholder shall not
         exceed an amount equal to the aggregate consideration which that
         Selling Shareholder shall have been paid pursuant to sections 2B, and
         2C,

         (iv) without diminishing or impairing the joint and several nature of
         any Selling Shareholder's obligations therefor, the aggregate amount to
         be paid, under section 7A or otherwise, of each Selling Shareholder for
         any damages, liabilities, fees, costs, or expenses arising out of or in
         connection with any inaccuracy of any one or more Employee Benefit
         Warranties shall not exceed an amount equal to the aggregate
         consideration which that Selling Shareholder shall have been paid
         pursuant to sections 2B, and 2C, and, in any event, Purchaser shall not
         be entitled to commence any legal action against any Selling
         Shareholder for the breach of any Employee Benefit Warranty unless,
         prior to the commencement of that action, the Aggregate Indemnity Claim
         Amount (as defined in the Escrow Agreement) shall be greater than or
         equal to fifteen million dollars ($15,000,000), and

         (v) the aggregate amount to be paid, under section 7A or otherwise, by
         any Selling Shareholder for any damages, liabilities, fees, costs, or
         expenses arising out of or in connection with any Purchaser
         Indemnifiable Event (other than any inaccuracy of any Stock Warranty
         made by that Selling Shareholder or any failure or omission on the part
         of that Selling Shareholder to perform or observe any agreement
         contained in section 2A, subsection 3A.01, or subsection 3D.01 that is
         on that Selling Shareholder's part to be complied with) shall not
         exceed an amount equal to the Selling Shareholder's Ratable
         Indemnification Share.

7B. INDEMNITY: SELLER INDEMNITEES. Subject to section 7D and subsection 8.04,
Purchaser will reimburse and indemnify each Seller Indemnitee, upon that Seller
Indemnitee's demand, from and against any and all damages and liabilities and
any and all fees, costs, and reasonable expenses (including, without limitation,
the fees costs, and expenses of accountants, appraisers, attorneys, consultants,
and expert witnesses, court costs, costs of defense, and costs of investigation)
arising out of or in connection with each of the following (each a "SELLER
INDEMNIFIABLE EVENT")


                                      -37-
<PAGE>   39



         (a) any inaccuracy of any representation, warranty, or other statement
         made by or on behalf of Purchaser in or pursuant to this Agreement or

         (b) any failure or omission on the part of Purchaser to perform or
         observe any covenant contained in this Agreement and that is on the
         part of Purchaser to be complied with.

7C. DEFENSE OF CLAIMS. If there shall be asserted in writing any Action against
an Indemnitee, and that Indemnitee shall believe in good faith that such
Indemnitee is entitled to reimbursement or indemnity pursuant to this section,
then, and in each such case, that Indemnitee shall give prompt notice of that
Action (in each such case, the "INDEMNIFIABLE ACTION") to the party (in each
such case, the "INDEMNITOR") to this Agreement from whom that Indemnitee so
believes itself to be so entitled, provided, that any failure or delay in the
giving of such notice shall neither (a) diminish or impair any obligation of the
Indemnitor pursuant to this section except if and to the extent that such
failure or delay shall have materially and substantially prejudiced the rights
of the Indemnitor under subsection 7C.01 or (b) result in any liability on the
part of the Indemnitee.

         7C.01 INDEMNITOR'S RIGHT TO ASSUME DEFENSE. The Indemnitor shall have
         the right, at its option and expense, to assume the defense of the
         Indemnifiable Action, provided, that, within the period of twenty (20)
         days (or within such shorter period in which an answer or other
         responsive action is required by applicable rules of procedure) after
         receiving notice of the Indemnifiable Action from the Indemnitee, the
         Indemnitor shall have, by notice given to the Indemnitee, elected to
         defend the Indemnifiable Claims in the name of the Indemnitee. Any such
         election shall be irrevocable. Notwithstanding the foregoing, the
         Indemnitor shall not have the right to assume the defense of the
         Indemnifiable Action if (i) representation of both the Indemnitee and
         the Indemnitor by the same legal counsel would be prohibited by rules
         or regulations governing the professional conduct of such counsel, (ii)
         the Indemnitee determines in good faith that there is a significant
         possibility that the Indemnifiable Action may materially and adversely
         affect it or its Affiliates other than as a result of monetary damages,
         or (iii) the Indemnitee determines in good faith that the Indemnitor
         has insufficient financial resources to satisfy any monetary damages
         reasonably likely to result from such Action.

         7C.02 EFFECT OF INDEMNITOR'S ELECTION TO ASSUME DEFENSE. If the
         Indemnitor shall have assumed the defense of the Indemnifiable Action
         in accordance with subsection 7C.01, then the following shall apply:

                  (a) except as provided in clause (e) of this subsection 7C.02,
                  the Indemnitee shall have the right to participate and assist
                  in, but not control, the defense of the Indemnifiable Action
                  and to employ its own counsel in connection therewith;


                                      -38-
<PAGE>   40



                  (b) except as provided in clause (e) of this subsection 7C.02,
                  the Indemnitor shall not be liable to the Indemnitee for the
                  fees or expenses of the Indemnitee's counsel or other expenses
                  incurred by the Indemnitee in connection with participating in
                  the defense of the Indemnifiable Action, except that the
                  Indemnitor shall be liable for any such fees and expenses
                  incurred prior to the time at which the Indemnitor shall have
                  elected to assume the defense of the Indemnifiable Action;

                  (c) counsel used by the Indemnitor in connection with the
                  defense of the Indemnifiable Action shall be subject to the
                  prior approval of the Indemnitee, which approval shall not be
                  unreasonably withheld or delayed;

                  (d) except as provided in clause (e) of this subsection, the
                  Indemnitor shall have no liability with respect to any
                  compromise or settlement of the Indemnifiable Action effected
                  without its consent, which consent shall not be unreasonably
                  withheld or delayed;

                  (e) if the Indemnitor shall fail or omit to diligently
                  prosecute the defense of the Indemnifiable Action, then, and
                  in each such case, (i) the Indemnitee shall have the right, by
                  giving notice to the Indemnitor, to take over and control the
                  defense of the Indemnifiable Action, (ii) the Indemnitor shall
                  be liable to the Indemnitee for any and all liabilities and
                  any and all fees, costs, expenses (including, without
                  limitation, the fees costs, and expenses of accountants,
                  appraisers, attorneys, consultants, and expert witnesses,
                  court costs, costs of defense, and costs of investigation)
                  suffered or incurred by the Indemnitee in connection with the
                  Indemnifiable Action and (iii) the Indemnitor shall be liable
                  for any settlement of such Action effected by the Indemnitee;
                  and

                  (f) subject to the provisions of subsection 7C.04, the
                  Indemnitor shall have the right to settle or otherwise dispose
                  of the Indemnifiable Action.

         7C.03 EFFECT OF INDEMNITOR'S ELECTION NOT TO ASSUME DEFENSE. If the
         Indemnitor shall have assumed the defense of the Indemnifiable Action
         in accordance with subsection 7C.01, or shall not have the right to
         assume the defense of the Indemnifiable Action, then the following
         shall apply:

                  (a) the Indemnitee shall have the right to control the defense
                  of the Indemnifiable Action and to employ its own counsel in
                  connection therewith; and

                  (b) the Indemnitor shall have the right, at its sole cost and
                  expense, to participate in, but not control, the defense of
                  the Indemnifiable Action and to employ its own counsel in
                  connection therewith.


                                      -39-
<PAGE>   41



         7C.04 AUTHORITY TO SETTLE. Any compromise or settlement of the
         Indemnifiable Action shall be subject to the consent of the Indemnitee.
         If, however, the Indemnitor shall give the Indemnitee notice of the
         Indemnitor's desire to accept an offer of settlement (the "OFFERED
         MONETARY SETTLEMENT") which is limited strictly to monetary damages and
         which includes a full release of the Indemnitee, and the Indemnitee
         does not consent to the same, then, and in each such case, the
         Indemnitee may continue to pursue compromise or settlement of the
         Indemnifiable Action, free of any participation by the Indemnitor, at
         the sole expense of the Indemnitee. In any event, the obligation of the
         Indemnitor to the Indemnitee in respect of the Indemnifiable Action
         shall not exceed an amount equal to the lesser of (a) the amount of the
         monetary damages under the terms of the Offered Monetary Settlement
         plus, without duplication, the aggregate amount of all liabilities and
         all fees, costs, expenses (including, without limitation, the fees,
         costs, and expenses of accountants, appraisers, attorneys, consultants,
         and expert witnesses, court costs, costs of defense, and costs of
         investigation) suffered or incurred by the Indemnitee in connection
         with the Indemnifiable Action up to and including the date upon which
         the Indemnitor shall have given the Indemnitee notice of the Offered
         Monetary Settlement and (b) the aggregate of the amounts actually paid
         by the Indemnitee as a result of its continued pursuit of the
         settlement or compromise of the Indemnifiable Action, which amounts
         will be reimbursed by the Indemnitor on the Indemnitee's demand from
         time to time.

7D. MATERIALITY THRESHOLD. Notwithstanding any contrary provision of this
section,

         (a) neither Company nor any Selling Shareholder shall have any
         obligation to reimburse, indemnify, or defend any Purchaser Indemnitee
         pursuant to section 7A unless and until the aggregate amount of all
         damages, liabilities, fees, costs, expenses, and losses for which the
         Selling Shareholders and Company or any of them would otherwise be
         obligated to provide reimbursement or indemnity pursuant to section 7A
         shall exceed an amount equal to five hundred thousand dollars
         ($500,000), in which event Company and each Selling Shareholder shall
         be liable as provided in section 7A without regard to the provisions of
         this section 7D and

         (b) Purchaser shall have no obligation to reimburse, indemnify, or
         defend any Seller Indemnitee pursuant to section 7B unless and until
         the aggregate amount of all damages, liabilities, fees, costs,
         expenses, and losses for which Purchaser would otherwise be obligated
         to provide reimbursement or indemnity pursuant to section 7B shall
         exceed an amount equal to five hundred thousand dollars ($500,000), in
         which event Purchaser shall be liable as provided in section 7B without
         regard to the provisions of this section 7D.

7E. CALCULATION OF LIABILITY LIMITS. If Escrow Agent shall pay from the
Indemnification Account (as defined in the Escrow Agreement)



                                      -40-
<PAGE>   42


         (a) any amount in respect of any Selling Shareholder's obligation to
         reimburse, indemnify, or otherwise make payment to Purchaser for any
         damages, liabilities, fees, costs, or expenses arising out of or in
         connection with any inaccuracy of any Stock Warranty made by that
         Selling Shareholder, then, and in each such case, the amount paid by
         that Selling Shareholder for purposes of clause (iii) of section 7A
         shall include the amount so paid by Escrow Agent and

         (b) any amount in respect of any Selling Shareholder's obligation to
         reimburse, indemnify, or otherwise make payment to Purchaser for any
         damages, liabilities, fees, costs, or expenses arising out of or in
         connection with any inaccuracy of any Employee Benefit Warranty, then,
         and in each such case, the amount paid by that Selling Shareholder for
         purposes of clause (iv) of section 7A shall include the amount equal to
         the product of (i) the amount so paid by Escrow Agent multiplied by
         (ii) a fraction the numerator of which is that Selling Shareholder's
         Ratable Indemnification Share of fourteen million seven hundred
         thousand dollars ($14,700,000) and the denominator of which is fifteen
         million dollars ($15,000,000).

7F. COOPERATION. Each party will cooperate with the other party to the fullest
extent reasonable in connection with any Action which the defense of which has
been assumed by the other party pursuant to this section.

8. INTERPRETATION. This Agreement shall be governed by the following provisions:

         8.01 WAIVERS. Each party to this Agreement may from time to time in its
         discretion grant waivers and consents in respect of this Agreement or
         assent to amendments thereof, but no such waiver, consent, or amendment
         shall be binding upon that party unless set forth in a writing (which
         writing shall be narrowly construed) signed that party. No course of
         dealing in respect of, nor any omission or delay in the exercise of,
         any right, power, or privilege by any party to this Agreement shall
         operate as a waiver thereof, nor shall any single or partial exercise
         thereof preclude any further or other exercise thereof or of any other,
         as each such right, power, or privilege may be exercised either
         independently or concurrently with others and as often and in such
         order as the party entitled to exercise that right, power, or
         privilege, as the case may be, may deem expedient.

         8.02 CUMULATIVE PROVISIONS. Each right, power, or privilege specified
         or referred to in this Agreement is in addition to and not in
         limitation of any other rights, powers, and privileges that any party
         to this Agreement may otherwise have or acquire by operation of law, by
         other contract, or otherwise.

         8.03 SUCCESSORS AND ASSIGNS. The provisions of this Agreement shall
         bind and benefit each of the parties thereto and each such party's
         successors and assigns, if any, provided, that without the prior
         written consent of each other party to 


                                      -41-
<PAGE>   43



         this Agreement, no party to this Agreement shall have the right to
         assign any of its rights or delegate any of its duties under this
         Agreement, and any assignment or delegation in contravention of this
         subsection shall be null and void ab initio. Except for Company,
         Selling Shareholders, Purchaser, and their respective successors and
         assigns, there are no intended beneficiaries of this Agreement.

         8.04 SURVIVAL. Each representation or warranty (other than any Employee
         Benefit Warranty or any Stock Warranty) made or deemed made in or
         pursuant to this Agreement shall survive the execution and delivery of
         this Agreement and shall survive thereafter for a period of one (1)
         year following the Initial Closing Date. Each Employee Benefit Warranty
         shall survive until the time, if any, at which an applicable statute of
         limitations would bar all Persons from maintaining any action (whether
         at law or equity) against any Controlled Company or Purchaser (or any
         of their respective successors and assigns, if any) arising out of or
         in connection with the matters which are the subject of that warranty.
         Each Stock Warranty, and each of the respective provisions of sections
         2D, 7A, 7B, 7C, 7D, 7E, and 7F shall survive the execution and delivery
         of this Agreement and the consummation of the transactions contemplated
         by this Agreement Neither Company nor any Selling Shareholder will
         assert as a defense to any claim made or action brought by Purchaser
         for a breach of any representation or warranty made in or pursuant to
         this Agreement that Purchaser did not reasonably rely upon that
         representation or warranty, as the case may be, because of any
         diligence of, investigation by, or information in the possession of,
         Purchaser at any time.

         8.05 CAPTIONS. The captions to the sections and subsections of this
         Agreement and the table of contents, if any, are inserted for
         convenience only and shall be ignored in interpreting the provisions
         thereof.

         8.06 SUBSECTIONS. Each reference to a section includes a reference to
         all subsections thereof (i.e., those having the same character or
         characters to the left of the decimal point) except where the context
         clearly does not so permit.

         8.07 SEVERABILITY. If any provision in this Agreement shall be or
         become illegal or unenforceable in any case, then that provision shall
         be deemed modified in that case so as to be legal and enforceable to
         the maximum extent permitted by law while most nearly preserving its
         original intent, and in any case the illegality or unenforceability of
         that provision shall affect neither that provision in any other case
         nor any other provision.

         8.08 ACCOUNTING TERMS. Any accounting term used in Agreement shall have
         the meaning ascribed thereto by generally accepted accounting
         principles as in effect on the date hereof, subject, however, to such
         modification, if any, as may be provided in this Agreement.



                                      -42-
<PAGE>   44



         8.09 GOVERNING LAW. This Agreement shall be governed by the law
         (excluding conflict of laws rules) of the State of New York.

         8.10 INTEGRATION. This Agreement sets forth the entire agreement of the
         parties as to the subject matter of this Agreement, and may not be
         contradicted by evidence of any agreement or statement unless made in a
         writing (which writing shall be narrowly construed) signed by the party
         to be charged with having made such agreement or statement, as the case
         may be, contemporaneously with or after the execution and delivery of
         this Agreement.

         8.11 NOTICES AND OTHER COMMUNICATIONS. Each notice, demand, or other
         communication to a party pursuant to this Agreement shall be in writing
         and shall be deemed received by that party upon the earliest to occur
         of

                  (a) the date of that party's actual receipt thereof,
                  regardless of the method of delivery,

                  (b) the fifth (5th) day following the date upon which that
                  notice, demand, or other communication, as the case may be,
                  shall have been mailed by certified or registered mail to that
                  party at the address of that party set opposite that party's
                  signature below (or any other address of which that party
                  shall have given notice to each other party after the
                  execution and delivery of this Agreement), whether or not
                  actually received by that party.

         Without limiting the generality of the foregoing, each, notice, demand,
         or other communication to a Selling Shareholder shall be deemed to have
         been received by that Selling Shareholder when that notice, demand, or
         other communication, as the case may be, is deemed to have been
         received by John J. Leehy III ("SELLING SHAREHOLDER REPRESENTATIVE").
         Selling Shareholder Representative hereby irrevocably accepts Selling
         Shareholder Representative's appointment as each Selling Shareholder's
         agent for the purpose of receiving any notice, demand, or other
         communication to be given by Purchaser pursuant to this Agreement, and
         Selling Shareholder Representative hereby agrees to give each Selling
         Shareholder a timely and appropriate copy of any notice, demand, or
         other communication that is received by Selling Shareholder
         Representative pursuant to or otherwise in connection with this
         Agreement. Each Selling Shareholder hereby irrevocably appoints Selling
         Shareholder Representative as that Selling Shareholder's agent for the
         purpose of receiving any notice, demand, or other communication to be
         given by Purchaser to that Selling Shareholder, and each Selling
         Shareholder hereby agrees to give Selling Shareholder Representative a
         timely and appropriate copy of any notice, demand, or other
         communication that is received by that Selling Shareholder pursuant to
         or otherwise in connection with this Agreement. Accordingly, Purchaser
         shall be entitled to assume that any notice, demand, or other


                                      -43-
<PAGE>   45



         communication deemed received pursuant to this Agreement by any Selling
         Shareholder has been received by all Selling Shareholders.

         8.12 IMMEDIATE U. S. FUNDS. Any reference to money is a reference to
         lawful money of the United States of America which, if in the form of
         credits, shall be in immediately available funds.

9. DEFINITIONS. As used in this Agreement, except where the context clearly
requires otherwise,

         "ACCOUNT" means any right to payment for goods sold or leased or for
         services rendered which is not evidenced by an instrument or chattel
         paper, whether or not it has been earned by performance, and includes,
         without limitation, all rights to payment earned or unearned under a
         charter or other contract involving the use or hire of a vessel and all
         rights incident to the charter or contract;

         "ACQUISITION TRANSACTION" means (a) a merger or consolidation, or
         similar transaction, involving a Controlled Company, (b) a purchase,
         lease, or other acquisition of all or substantially all of the assets
         of any Controlled Company, or (c) a purchase or other acquisition
         (including by way of merger, consolidation, share exchange or
         otherwise) of securities representing more than fifty percent (50%) of
         the issued and outstanding capital securities or voting power of any
         Controlled Company;

         "ACTION" means action, claim, counterclaim, crossclaim, proceeding, or
         suit, whether at law or in equity, whether sounding in tort, contract,
         or otherwise;

         "AFFILIATE" means, when used with reference to any Person (the
         "subject"), a Person that is in control of, under the control of, or
         under common control with, the subject, the term "control" meaning the
         possession, directly or indirectly, of the power to direct the
         management or policies of a Person, whether through the ownership of
         voting securities, by contract, or otherwise;

         "AGREEMENT" means this Agreement and includes each amendment, if any,
         to this Agreement;

         "BANKING DAY" means any day (other than any Saturday, Sunday or legal
         holiday) on which the main office of National City Bank of Kentucky at
         Louisville, Kentucky is open to the public for carrying on
         substantially all of its banking functions;

         "CODE" means the Internal Revenue Code of 1986, as amended from time to
         time, and all rule and regulations promulgated thereunder, as in effect
         from time to time;

         "COMPANY" is defined in the First paragraph of this Agreement;


                                      -44-
<PAGE>   46




         "COMPANY STOCK" means, collectively, the Company Non-Voting Stock and
         the Company Voting Stock;

         "COMPANY NON-VOTING STOCK" is defined in paragraph B of the
         introduction of this Agreement;

         "COMPANY VOTING STOCK" is defined in paragraph A of the introduction of
         this Agreement;

         "CONTROLLED COMPANY" means Company or any Subsidiary of Company;

         "CONSTITUENT DOCUMENT" means (a) any articles or certificate of
         incorporation, articles or certificate of organization, by-laws or code
         of regulations, close corporation agreement or any similar document or
         agreement, as applicable, relating to the organization of, or
         regulation of the internal affairs of, any Controlled Company, (b) all
         other agreements or writings relating to the regulation of any aspect
         of the internal affairs of any Controlled Company, or the relations of
         the shareholders of any Controlled Company among themselves, as each
         has been amended from time to time up to and including the date of this
         Agreement, and (c) all certificates of fictitious name, registration
         applications, certificates of good standing, and other applications,
         certificates, registrations, and writings issued by or filed with any
         Secretary of State or other governmental official, office, or agency
         concerning the status or qualification to do business of any Controlled
         Company, as the same has been amended from time to time up to and
         including the date of this Agreement;

         "DIVIDEND" means a payment made, liability incurred, or other
         consideration given by any Person for the purchase, acquisition,
         redemption or retirement of any capital stock of that Person or as a
         dividend, return of capital, or other distribution in respect of that
         Person's capital stock;

         "EMPLOYEE PLAN" means any employee benefit plan as defined in Section
         3(3) of ERISA or any similar provision of any applicable Law;

         "EMPLOYEE BENEFIT WARRANTY" means (a) any representation or warranty
         made in the first two sentences of subsection 5A.25, in the second
         sentence of clause (d) of subsection 5A.25, or in any of clauses (a),
         (e), (f), (g), (h), (i), (k), or, (m) of subsection 5A.25 and (b) any
         statement made in the certificate delivered pursuant to subsection
         4B.02, to the extent that such statement affirms that any
         representation or warranty referred to in the next preceding clause (a)
         would, if made as of the Initial Closing Date, be true and complete on
         that date;


                                      -45-
<PAGE>   47



         "ENVIRONMENTAL LAW" means the Clean Air Act (42 USC 7401 et seq.),
         Comprehensive Environmental Response, Compensation, and Liability Act
         (42 USC 9601 et seq.), the Hazardous Material Transportation Act (49
         USC 1801 et seq.), the Resource Conservation and Recovery Act (42 USC
         6901 et seq.), the Federal Water Pollution Control Act (33 USC 1251 et
         seq.), the Toxic Substances Control Act (15 USC 2601 et seq.) and the
         Occupational Safety and Health Act (29 USC 651 et seq.), as such laws
         have been or hereafter may be amended, and the regulations promulgated
         pursuant thereto, and any and all similar federal, state, or local laws
         and the regulations promulgated pursuant thereto;

         "ESCROW AGENT" is defined in subsection 3A.02;

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

         "ESCROW AGREEMENT" is defined in subsection 3B.06;

         "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended
         from time to time;

         "GAAP means generally accepted accounting principles applied in a
         manner consistent with those used in the most recent fiscal year-end
         financial statements referred to in subsection 3B.03;

         "HAZARDOUS MATERIAL" means any chemical, material, or substance which
         could be detrimental to animal health, human health, vegetation, or the
         environment, which is, or the disposal, manufacture, Release, storage,
         or transport of which is, or exposure to which is, prohibited,
         restricted, or otherwise regulated under any Environmental Law;

         "INDEMNIFIABLE ACTION" is defined in section 7C;

         "INDEMNIFIABLE EVENT" means a Purchaser Indemnifiable Event or a Seller
         Indemnifiable Event, as the case may be;

         "INDEMNIFICATION AMOUNT" means an amount equal to fourteen million
         seven hundred thousand dollars ($14,700,000);

         "INDEMNIFICATION CLAIM CERTIFICATE" shall have the meaning ascribed
         thereto in the Escrow Agreement;

         "INDEMNITEE" means a Purchaser Indemnitee or a Seller Indemnitee, as
         the case may be;

         "INDEMNITOR" is defined in section 7C;



                                      -46-
<PAGE>   48



         "INITIAL CLOSING" is defined in section 3A;

         "INITIAL CLOSING DATE" is defined in section 3A;

         "INITIAL CLOSING DATE BALANCE SHEET" is defined in subsection 3B.05;

         "INITIAL NUMBER" means, with respect to the shares of Company Stock
         owned by any Initial Selling Shareholder, that number of shares which,
         according to SCHEDULE 5A.04 to this Agreement, will be sold by that
         Selling Shareholder on October 31, 1997;

         "INITIAL SELLING SHAREHOLDER" means any Selling Shareholder which,
         according to SCHEDULE 5A.04 to this Agreement, will sell any shares of
         Company Stock on October 31, 1997;

         "IRS" means the Internal Revenue Service of the United States of
         America;

         "KEY EMPLOYEE" means each of John J. Leehy, III and Gregory W.
         Sahrmann;

         "KEY SELLING SHAREHOLDER" means any Selling Shareholder that is not an
         individual, and each of John J. Leehy, III, Gregory W. Sahrmann, and
         Bill B. Blakey;

         "MATERIAL CONTRACT" is defined in subsection 5A.12;

         "MATERIAL PERMIT" means (a) each license referred to in subsection
         5A.13 and (b) any permit necessary for the conduct of the business of
         any Controlled Company;

         "MOST RECENT FINANCIAL STATEMENTS" means the Companies' most recent
         financial statements that are referred to in subsection 3B.03;

         "OFFERED MONETARY SETTLEMENT" is defined in subsection 7C.04;

         "ORDINARY COURSE OF BUSINESS" means, with respect to any Controlled
         Company, the ordinary course of business of that Controlled Company,
         consistent with its past custom and practice and taking into
         consideration, among other factors, amount, frequency, materiality, and
         quantity;

         "PERMITTED LIEN" means

                  (i) any tax lien, or any lien securing workers' compensation
                  or unemployment insurance obligations, or any mechanic's,
                  carrier's or landlord's lien, or any lien arising under ERISA,
                  or any security interest arising under article four (Bank
                  deposits and collections) or five (letters of credit) of the
                  Uniform Commercial 



                                      -47-
<PAGE>   49


                  Code, or any similar security interest or other lien, except
                  that this clause (i) shall apply only to security interests
                  and other liens arising by operation of law (whether statutory
                  or common law) and in the ordinary course of business and
                  shall not apply to any security interest or other lien that
                  secures any indebtedness for borrowed money or any Guaranty
                  thereof or any obligation that is in material default in any
                  manner (other than any default contested in good faith by
                  timely and appropriate proceedings effective to stay
                  enforcement of the security interest or other lien in
                  question),

                  (ii) zoning or deed restrictions, public utility easements,
                  minor title irregularities and similar matters having no
                  material adverse effect on the use of any real property as it
                  is being used by any Controlled Company on the date of this
                  Agreement, or

                  (iii) any lien securing or given in lieu of surety, stay,
                  appeal or performance bonds, or securing performance of
                  contracts or bids (other than contracts for the payment of
                  money borrowed), or deposits required by law or governmental
                  regulations or by any court order, decree, judgment or rule or
                  as a condition to the transaction of business or the exercise
                  of any right, privilege or license, except that this clause
                  (iii) shall not apply to any lien or deposit securing an
                  obligation that is in material default in any manner (other
                  than any default contested in good faith by timely and
                  appropriate proceedings effective to stay enforcement of the
                  security interest or other lien in question;

         "PERSON" means an individual or entity of any kind, including, without
         limitation, any association, company, cooperative, corporation,
         partnership, trust, governmental body, or any other form or kind of
         entity;

         "PRE-CHARGE ESTIMATED NET INCOME" means the difference of (a) the
         mutually agreed upon estimated net income of Company calculated for the
         period from the Initial Closing Date up to and including the day
         immediately prior to the Secondary Closing Date, and calculated as
         though the transaction contemplated by this Agreement had not occurred,
         which will inherently exclude adjustments for items such as purchase
         accounting prescribed by Accounting Principles Board Opinion No. 16,
         "Business Combinations", and other costs arising out of the change in
         control of Company, less (b) amount equal to $500,000;

         "PRE-CHARGE NET INCOME" means ACTUAL net income of Company calculated
         for the period from the Initial Closing Date up to and including the
         day immediately prior to the Secondary Closing Date, and calculated as
         though the transaction contemplated by this Agreement had not occurred,
         which will inherently exclude adjustments for items such as purchase
         accounting prescribed by Accounting Principles Board Opinion No. 16,


                                      -48-
<PAGE>   50




         "Business Combinations," and other costs arising out of the change in
         control of Company;

         "PRE-CHARGE NET INCOME CERTIFICATE" is defined in subsection 2C.01;

         "PURCHASER" is defined in the first paragraph of this Agreement;

         "PURCHASER INDEMNIFIABLE EVENT" is defined in section 7A;

         "PURCHASER INDEMNITEE" means Purchaser, or any shareholder, director,
         officer, employee, or agent of Purchaser, or any of the respective
         successors or assigns of any of the foregoing;

         "PURCHASER'S ACCOUNTING FIRM" is defined in subsection 2C.01;

         "RELEASE" means any deposit, discharge, dispersal, disposal, emission,
         injection, leaching, leaking, migration, transport, or other movement
         through any medium, whether indoor or outdoor, whether ambient air,
         ground water, surface water, soil, or subsurface strata;

         "SECONDARY NUMBER" means, with respect to the shares of Company Stock
         owned by any Secondary Selling Shareholder, that number of shares
         which, according to SCHEDULE 5A.04 to this Agreement, will be sold by
         that Selling Shareholder on January 2, 1998;

         "SECONDARY CLOSING" is defined in section 3D of this Agreement;

         "SECONDARY CLOSING DATE" is defined in section 3D of this Agreement;

         "SECONDARY SELLING SHAREHOLDER" means any Selling Shareholder which,
         according to Schedule 5A.04 to this Agreement, will sell any shares of
         Company Stock on January 2, 1998;

         "SELLER INDEMNIFIABLE EVENT" is defined in section 7B;

         "SELLER INDEMNITEE" means any Selling Shareholder or any of the
         successors or assigns of any of that Selling Shareholder;

         "SELLING SHAREHOLDER" and "SELLING SHAREHOLDERS" are defined,
         respectively, in the first paragraph of this Agreement;

         "SELLING SHAREHOLDER REPRESENTATIVE" is defined in subsection 8.11;



                                      -49-
<PAGE>   51



         "SELLING SHAREHOLDERS' ACCOUNTING FIRM" is defined in subsection 2C.01;

         "SELLING SHAREHOLDER'S RATABLE INDEMNIFICATION SHARE" means, with
         respect to Selling Shareholder, on any date, the percentage in effect
         on that date, set forth to the right of that Selling Shareholder's name
         in the column captioned "Selling Shareholders' Ratable Indemnification
         Share" set forth in Schedule 5A.04 to this Agreement;

         "SELLING SHAREHOLDER'S RATABLE NET INCOME SHARE" means, with respect to
         Selling Shareholder the percentage set forth to the right of that
         Selling Shareholder's name in the column captioned "Selling
         Shareholders' Ratable Net Income Share" set forth in SCHEDULE 5A.04 to
         this Agreement;

         "SELLING SHAREHOLDER'S RATABLE SHARE" means, with respect to Selling
         Shareholder, on any date, the percentage in effect on that date, set
         forth to the right of that Selling Shareholder's name in the column
         captioned "Selling Shareholders' Ratable Share" set forth in SCHEDULE
         5A.04 to this Agreement;

         "SPECIAL PURCHASER INDEMNIFIABLE EVENT" means, with respect to any
         Selling Shareholder (a) any inaccuracy of any Stock Warranty with
         respect to that Selling Shareholder or any Employee Benefit Warranty
         (b) any failure or omission to perform or observe any agreement
         contained in section 2A, subsection 3A.01, or subsection 3D.01 that is
         on that Selling Shareholder's part to be complied with, or (c) any
         Purchaser Indemnifiable Event described in clause (c) of section 7A;

         "STOCK WARRANTY" means, with respect to any Selling Shareholder, any
         representation or warranty made by that Selling Shareholder in section
         5B;

         "SUBSIDIARY" means a corporation or other business entity if shares
         constituting a majority of its outstanding capital stock (or other form
         of ownership) or constituting a majority of the voting power in any
         election of directors (or shares constituting both majorities) are (or
         upon the exercise of any outstanding warrants, options or other rights
         would be) owned directly or indirectly at the time in question by the
         corporation in question or another Subsidiary of that corporation or
         any combination of the foregoing;

         "TAX" means any tax, including, without limitation, any income, gross
         receipts, sales, use, ad valorem, transfer, franchise, withholding,
         payroll, employment, excise, occupation, premium or property tax,
         together with any interest, any penalties, additions to any such tax or
         additional amounts imposed by any taxing authority, federal, state,
         local, or foreign;

         "TAX RETURN" is defined in subsection 5A.09;


                                      -50-
<PAGE>   52




         "THIRD ACCOUNTING FIRM" is defined in subsection 2C.01;

         "WARN ACT" means the Worker Adjustment and Retraining Notification Act
         of 1988, as amended;

and the foregoing definitions shall be applicable to the respective plurals of
the foregoing defined terms.

10A. EXECUTION AND DELIVERY. This Agreement may be executed and delivered in one
or more counterparts, each of which shall be deemed an original, but all of
which shall, taken together, constitute but one agreement. Any party named in
this Agreement may deliver an executed signature page to this Agreement by
telecopier transmission to any other party, and the party so delivering that
signature page shall be deemed to have executed and delivered that signature
page with the intent to be bound by this Amendment.

10B.  TERMINATION.  This Agreement may be terminated only as follows:

         10B.01 BY MUTUAL AGREEMENT. At any time prior to the Initial Closing
         Date, this Agreement may be terminated by the mutual agreement of all
         parties.

         10B.02 BY COMPANY ON OR AFTER NOVEMBER 30, 1997. At any time on or
         after November 30, 1997, this Agreement may be terminated by notice
         given to Purchaser by Company, in the event that the Initial Closing
         shall not have occurred and

                  (a) any representation or warranty made in subsection 5C, or
                  any statement made in the certificate to be delivered by
                  Purchaser pursuant to subsection 4A.02, shall have been false
                  or erroneous in any respect when made,

                  (b) Purchaser shall fail or omit to perform and observe any
                  agreement contained in this Agreement that is on its part to
                  be complied with, and that failure or omission shall not have
                  been fully corrected within ten (10) days after the giving of
                  written notice to Purchaser by Company that it is to be
                  remedied, or

                  (c) any condition precedent contained in section 4A shall not
                  have been satisfied or waived.


         10B.03 BY PURCHASER ON OR AFTER NOVEMBER 30, 1997. At any time on or
         after November 30, 1997, this Agreement may be terminated by notice
         given to Selling Shareholder Representative by Purchaser, in the event
         that the Initial Closing shall not have occurred and


                                      -51-
<PAGE>   53



                  (a) any representation or warranty made in section 5A, any
                  representation or warranty made in section 5B, or any
                  statement made in the certificate to be delivered by Company
                  pursuant to subsection 4B.02, shall have been false or
                  erroneous in any respect when made,

                  (b) Selling Shareholders and Company or any of them shall fail
                  or omit to perform and observe any agreement contained in this
                  Agreement that is on the part of Selling Shareholders and
                  Company or any of them to be complied with, and that failure
                  or omission shall not have been fully corrected within ten
                  (10) days after the giving of written notice to Selling
                  Shareholder Representative by Purchaser that it is to be
                  remedied, or

                  (c) any condition precedent contained in sections 4B shall not
                  have been satisfied or waived.

         10B.04 BY COMPANY OR PURCHASER PRIOR TO INITIAL CLOSING DATE. At any
         time after October 15, 1997, but prior to the Initial Closing, this
         Agreement may be terminated by Company or Purchaser, in either case by
         the giving of notice to the other, if those parties shall not have
         agreed in writing, on or before October 15, 1997, on the aggregate
         amount of the imbalances, if any, in Company's cash settlement accounts
         or if the parties agree to the aggregate amount of the imbalances but
         are unable to agree on the amount of the imbalances to be credited to
         Purchaser.

10C. ARBITRATION. Any claim or controversy arising out of or in connection with
this Agreement or the breach of any provision thereof, including, without
limitation, any claim or controversy relating to the construction, enforcement,
or validity of any provision of this Agreement (including, without limitation,
this section or any part thereof) or of the entire Agreement, or any claim that
all or any part of this Agreement (including, without limitation, this section
or any part thereof) unenforceable, void, or voidable, shall be settled by
arbitration in accordance with the Commercial Arbitration Rules of the American
Arbitration Association and judgment upon the award rendered by the arbitrators
may be entered in any court having jurisdiction thereof. Unless otherwise agreed
by all parties to this Agreement and Purchaser, all arbitration proceedings
pursuant to this section shall be conducted in the City of Cleveland, Ohio. For
purposes of any applicable statute of limitations, the commencement of
arbitration pursuant to this section shall be deemed to be the equivalent of the
commencement of a lawsuit, and any claim or controversy which may be arbitrated
under this section shall be subject to any applicable statute of limitations.
The arbitrators shall have authority to decide whether any such claim or
controversy is barred by the applicable statute of limitations and, if the claim
or controversy in question is so barred, to dismiss the arbitration thereof on
that basis. The arbitrators shall have no authority to award punitive damages or
any other damages not measured by the prevailing party's actual damages, and may
not, in any event, make any award, finding, or ruling that does not conform to
the terms and conditions of this Agreement. The arbitrators shall award to the
prevailing party, if 


                                      -52-
<PAGE>   54



any, as determined by the arbitrators, all of its costs and fees. "COSTS AND
FEES" means, for purposes of this section, all reasonable pre-award expenses of
the arbitration, including, without limitation, administrative fees,
arbitrators' fees, out-of-pocket expenses (such as expenses for copying and
telephone charges), travel expenses, witness fees, and attorney fees.

[Signature Page(s) to Follow]


                                      -53-
<PAGE>   55





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


                 S T O C K  P U R C H A S E  A G R E E M E N T


                                  by and among


             All of the Shareholders (each a "Selling Shareholder")

                              of FA Holdings, Inc.


                                       and

                          FA Holdings, Inc. ("Company")


                                       and

                    National Processing Company ("Purchaser")


                                 August 18, 1997


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







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


                                      -54-
<PAGE>   56
                               TABLE OF CONTENTS
<TABLE>
<CAPTION>
<S>                                                                      <C>
 1A. CROSS-REFERENCE.................................................     1

 2A. ISSUANCE AND SALE OF COMPANY STOCK..............................     1

   2A.01 ISSUANCE OF COMPANY NON-VOTING STOCK........................     1
   2A.02 SALE OF VOTING STOCK........................................     2

 2B  CONSIDERATION FOR COMPANY STOCK.................................     2

   2B.01 CONSIDERATION. INITIAL CLOSING .............................     2
   2B.02 CONSIDERATION. SECONDARY CLOSING............................     3

 2C. RECOURSE TO SELLING SHAREHOLDERS................................

 2D. BREAK-UP FEE....................................................     4

 3A. INITIAL CLOSING.................................................     5

   3A.01 COMPANY NON-VOTING STOCK....................................     5
   3A.02 INITIAL CLOSING CONSIDERATION...............................     6

 3B. INITIAL CLOSING-DELIVERIES. SELLING SHAREHOLDERS AND COMPANY....     6

   3B.01 CONSTITUENT DOCUMENTS.......................................     6
   3B.02 LEGAL OPINION...............................................     6
   3B.03 FINANCIAL STATEMENTS........................................     6
   3B.04 NOTICES, APPROVALS, AND CONSENTS............................     7
   3B.05 EMPLOYMENT, NON-COMPETITION, AND NON-SOLICITATION
   AGREEMENTS........................................................     7
   3B.06 ESCROW AGREEMENTS...........................................     8
   3B.07 OTHER ACTS..................................................     8

 3C  INITIAL CLOSING DELIVERIES. PURCHASER...........................     8

   3C.01 RESOLUTIONS/INCUMBENCY......................................     8
   3C.02 NOTICES, APPROVALS, AND CONSENTS............................     8

 3D. SECONDARY CLOSING...............................................     8

   3D.01 COMPANY VOTING STOCK........................................     9
   3D.02 SECONDARY CLOSING CONSIDERATION.............................     9

 3E. SECONDARY CLOSING DELIVERIES. SELLING SHAREHOLDERS..............     9

   3E.01 SECONDARY CLOSING DATE BALANCE SHEET........................    10
   3E.02 WAIVER OF OPTIONS AND RIGHTS TO ACQUIRE.....................    10
   3E.03 OTHER ACTS..................................................    10

 4A. CONDITIONS PRECEDENT TO INITIAL CLOSING: COMPANY................    10

   4A.01 INITIAL CLOSING DELIVERIES: PURCHASER.......................    10


                                      -55-


<PAGE>   57
  4A.02 CERTIFICATE OF PURCHASER AS OF INITIAL CLOSING DATE..........    10

 4B. CONDITIONS PRECEDENT TO INITIAL CLOSING.........................    10

   4B.01 INITIAL CLOSING DELIVERIES: SELLING SHAREHOLDERS............    11
   4B.02 CERTIFICATE OF SELLING SHAREHOLDERS AS OF INITIAL CLOSING
   DATE..............................................................    11
   4B.03 ELECTION OF PURCHASER REPRESENTATIVES.......................    11

 4C. CONDITIONS PRECEDENT TO SECONDARY CLOSING: SELLING 
 SHAREHOLDERS........................................................    11

 4D. CONDITIONS PRECEDENT TO SECONDARY CLOSING: PURCHASER............    11

   4D.01 SECONDARY CLOSING DELIVERIES: SELLING SHAREHOLDERS..........    11
   4D.02 CERTIFICATE OF SELLING SHAREHOLDERS AS OF SECONDARY CLOSING
   DATE..............................................................    11

 5A. REPRESENTATIONS AND WARRANTIES: COMPANY AND SELLING 
 SHAREHOLDERS........................................................    12

   5A.01 EXISTENCE...................................................    12
   5A.02 NATURE OF BUSINESS..........................................    12
   5A.03 CAPITALIZATION..............................................    12
   5A.04 SHAREHOLDERS................................................    13
   5A.05 NO NOTICES, APPROVALS, OR CONSENTS REQUIRED.................    13
   5A.06 AUTHORITY...................................................    14
   5A.07 NO CONFLICT.................................................    14
   5A.08 LITIGATION..................................................    15
   5A.09 TAXES.......................................................    15
   5A.10 TITLE.......................................................    16
   5A.11 FRANCHISES, LICENSES, AND INTELLECTUAL PROPERTY.............    16
   5A.12 MATERIAL CONTRACTS..........................................    16
   5A.13 MATERIAL PERMITS............................................    17
   5A.14 REAL PROPERTY...............................................    18
   5A.15 ELIGIBLE RECEIVABLES........................................    18
   5A.16 BANK ACCOUNTS...............................................    19
   5A.17 INSURANCE...................................................    19
   5A.18 UNION CONTRACTS, LABOR AND EMPLOYEES........................    19
   5A.19 INTERESTS, INC CLIENTS, CUSTOMERS, ETC......................    19
   5A.20 PRODUCT AND SERVICE WARRANTY LIABILITY......................    20
   5A.21 FINANCIAL STATEMENTS........................................    20
   5A.22 DIVIDENDS...................................................    20
   5A.23 LAWFUL OPERATIONS...........................................    21
   5A.24 ENVIRONMENTAL MATTERS.......................................    21
   5A.25 EMPLOYEE BENEFIT PLANS, WARN ACT............................    21
   5A.26 NO BROKERS' OR INSIDERS FEES................................    24

                                      -56-
<PAGE>   58
   5A.27 DISCLOSURE..................................................    25

 5B. REPRESENTATIONS AND WARRANTIES: PURCHASER.......................    27

   5B.01 EXISTENCE...................................................    27
   5B.02 NOTICES, APPROVALS, OR CONSENTS REQUIRED: PURCHASER.........    27
   5B.03 AUTHORITY...................................................    27
   5B.04 NO CONFLICT.................................................    28

 6A. COVENANTS OF SELLING SHAREHOLDERS...............................    29
 
   6A.01 NO NOTICES, APPROVALS, OR CONSENTS REQUIRED.................    29
   6A.02 NO EXTRAORDINARY TRANSACTIONS...............................    29
   6A.03 FINANCIAL STATEMENTS........................................    32
   6A.04 FULL ACCESS.................................................    33
   6A.05 NOTICE OF DEVELOPMENTS......................................    33
   6A.06 EXCLUSIVITY.................................................    34
   6A.07 CONSOLIDATED EBITDA.........................................    34
   6A.08 SERVICE AGREEMENT...........................................    35
   6A.09 FURTHER ASSURANCE...........................................    35

 6B. COVENANTS OF PURCHASER..........................................    35

 7A. INDEMNITY: PURCHASER HIDDENITES.................................    35

 7B. INDEMNITY: SELLING INDEMNITEES..................................    37

 7C. DEFENSE OF CLAIMS...............................................    37

   7C.01 INDEMNITOR'S RIGHTS TO ASSUME DEFENSE.......................    37
   7C.02 EFFECT OF INDEMNITOR'S ELECTION TO ASSUME DEFENSE...........    38
   7C.03 EFFECT OF INDEMNITOR'S ELECTION NOT TO ASSUME DEFENSE.......    38
   7C.04 AUTHORITY TO SETTLE.........................................    39

 7D. MATERIALITY THRESHOLD...........................................    39

 7E. COOPERATION.....................................................    39

 7F. CONTRIBUTION AMONG SELLING SHAREHOLDERS.........................    40
 
 8. INTERPRETATION...................................................    40

    8.01 WAIVERS.....................................................    40
    8.02 CUMULATIVE PROVISIONS.......................................    40
    8.03 SUCCESSORS AND ASSIGNS......................................    40
    8.04 SURVIVAL....................................................    41
    8.05 CAPTIONS....................................................    41
    8.06 SUBSECTIONS.................................................    41
    8.07 SEVERABILITY................................................    41

                                      -57-
    
<PAGE>   59
   8.08 ACCOUNTING TERMS.............................................41
   8.09 GOVERNING LAW................................................41
   8.10 INTEGRATION..................................................41
   8.11 NOTICES AND OTHER COMMUNICATIONS............................ 42
   8.12 IMMEDIATE U.S. FUNDS.........................................42

9. DEFINITIONS.......................................................42

   DIVIDEND..........................................................44
   NET INCOME........................................................48
   PERSON............................................................49

10A. EXECUTION AND DELIVERY..........................................51

10B. TERMINATION.....................................................51

  10B.01 BY MUTUAL AGREEMENT.........................................51
  10B.02 BY PURCHASER OR SELLING SHAREHOLDERS........................51
  10B.03 BY PURCHASER................................................51
  10B.04 BY SELLING SHAREHOLDERS.....................................52

10.C ARBITRATION.....................................................52

</TABLE>



                                      -58-