<PAGE>   1

                                                                   Exhibit 10.44



                                                                  EXECUTION COPY




                            STOCK PURCHASE AGREEMENT

                                  BY AND AMONG

                            NATIONAL PROCESSING, INC.

                        NATIONAL PROCESSING COMPANY, LLC

                  NPC INTERNATIONAL (BARBADOS) HOLDINGS LIMITED

                                       AND

                      ACS BUSINESS PROCESS SOLUTIONS, INC.

                            DATED AS OF JULY 11, 2001





<PAGE>   2





                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                             PAGE
                                                                                             ----


<S>               <C>                                                                         <C>
SECTION 1 DEFINITIONS..........................................................................1
SECTION 2 SALE AND PURCHASE OF SHARES..........................................................9
         2.1      Sale and Purchase of Shares..................................................9

         2.2      Consideration................................................................9

SECTION 3 CLOSING AND DELIVERIES...............................................................9
         3.1      Closing......................................................................9

         3.2      Deliveries by the Companies..................................................10

         3.3      Deliveries by The Buyer......................................................11

SECTION 4 REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS...................................12
         4.1      Organization, Power and Authority............................................12

         4.2      Authorization, Execution and Validity........................................12

         4.3      No Breach....................................................................13

         4.4      Capitalization...............................................................13

         4.5      Options or Other Rights......................................................14

         4.6      Subsidiaries and Investments.................................................14

         4.7      Consents.....................................................................14

         4.8      Financial Statements.........................................................14

         4.9      No Material Adverse Changes..................................................15

         4.10     Agreements...................................................................17

         4.11     Union Contracts, Labor and Employees.........................................19

         4.12     Licenses and Permits.........................................................20

         4.13     Intellectual Property........................................................20

         4.14     Litigation and Orders........................................................20
</TABLE>


                                       i
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<TABLE>
<S>               <C>                                                                          <C>
         4.15     Taxes........................................................................21

         4.16     Environmental Matters........................................................24

         4.17     Insurance....................................................................26

         4.18     Accounts Receivable..........................................................26

         4.19     Real Property and Leases.....................................................26

         4.20     Title to Assets and Properties, Condition and Sufficiency of Assets..........28

         4.21     Undisclosed Liabilities......................................................28

         4.22     Customers and Suppliers......................................................28

         4.23     Compliance With Laws.........................................................29

         4.24     No Brokers', Finders' or Insider Fees........................................29

         4.25     Interests in Clients, Customers, Etc.........................................30

         4.26     Product and Service Warranty and Product and Service Liability...............30

         4.27     Employee Benefit Plans; ERISA; WARN Act......................................30

         4.28     Bank Accounts; Lock Boxes....................................................36

         4.29     Agents.......................................................................37

         4.30     Commission Sales Contracts...................................................37

         4.31     Subsidiaries.................................................................37

         4.32     Books and Records............................................................37

         4.33     Information Furnished........................................................37

         4.34     Directors and Officers.......................................................38

SECTION 5 REPRESENTATIONS AND WARRANTIES OF THE BUYER..........................................38
         5.1      Investment Intent............................................................38

         5.2      Organization, Power and Authority............................................38
</TABLE>

                                       ii

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<TABLE>
<S>               <C>                                                                          <C>
         5.3      Authorization and Execution..................................................38

         5.4      No Breach....................................................................38

         5.5      No Brokers', Finders' or Insider Fees........................................39

         5.6      Consents.....................................................................39

         5.7      Financing....................................................................39

SECTION 6 PRE-CLOSING COVENANTS................................................................40
         6.1      General......................................................................40

         6.2      Operations of Business.......................................................40

         6.3      Access.......................................................................40

         6.4      Notice of Developments.......................................................40

         6.5      Press Release and Announcements..............................................40

         6.6      Payroll and Employee Expenses; Other Pre-Closing Expenses....................40

         6.7      Corporate Records of the Companies...........................................40

         6.8      Assignment of Contracts......................................................41

SECTION 7 POST-CLOSING COVENANTS...............................................................41
         7.1      General......................................................................41

         7.2      Transfer Taxes...............................................................41

         7.3      Litigation Support...........................................................41

         7.4      Disputes.....................................................................41

         7.5      Notices to Obligors..........................................................44

         7.6      Bank Accounts................................................................44

         7.7      Employment...................................................................45

         7.8      Treatment of Employees under Buyer's Benefit Plans...........................45
</TABLE>


                                       iii

<PAGE>   5


<TABLE>
<S>               <C>                                                                          <C>
         7.9      Limitations..................................................................46

         7.10     Navitaire....................................................................47

         7.11     Accounts Receivable..........................................................47

         7.12     The Guarantee................................................................47

         7.13     Name-Change..................................................................47

SECTION 8 CONDITIONS TO THE OBLIGATIONS OF THE BUYER...........................................48
         8.1      Deliveries...................................................................48

         8.2      Representations, Warranties and Covenants....................................48

         8.3      No Actions...................................................................48

         8.4      Consents.....................................................................48

         8.5      Other Agreements.............................................................48

SECTION 9 CONDITIONS TO THE OBLIGATIONS OF THE COMPANIES.......................................49
         9.1      Deliveries...................................................................49

         9.2      Representations, Warranties and Covenants....................................49

         9.3      No Actions...................................................................49

         9.4      Consents.....................................................................49

         9.5      Other Agreements.............................................................49

SECTION 10 INDEMNIFICATION AND SURVIVAL........................................................49
         10.1     Indemnity of the Companies...................................................49

         10.2     Buyer's Indemnity............................................................51

         10.3     Defense of Claims............................................................52

                  10.3.1  Indemnitor's Right to Assume Defense.................................52

                  10.3.2  Effect of Indemnitor's Election to Assume Defense....................52

                  10.3.3  Effect of Indemnitor's Election Not To Assume Defense................53
</TABLE>

                                       iv

<PAGE>   6


<TABLE>
<S>               <C>                                                                          <C>
                  10.3.4  Authority to Settle..................................................54

                  10.3.6  Cooperation..........................................................56

                  10.3.7  Survival of Representations and Warranties...........................56

                  10.3.8  ACS Guaranty.........................................................57

SECTION 11 TERMINATION.........................................................................57
         11.1     Termination of Agreement.....................................................57

         11.2     Effect of Termination........................................................58

SECTION 12 TAX RETURNS AND PAYMENTS............................................................58
         12.1     Taxes........................................................................59

SECTION 13 MISCELLANEOUS.......................................................................61
         13.1     Waivers and Amendments.......................................................61

         13.2     Notices......................................................................61
</TABLE>


                                       v

<PAGE>   7


                                                                  EXECUTION COPY


                            STOCK PURCHASE AGREEMENT
                            ------------------------

                  This Stock Purchase Agreement, dated as of July 11, 2001, by
and among National Processing, Inc., an Ohio corporation (the "Parent"),
National Processing Company, LLC, an Ohio limited liability company (the
"Company Parent," and together with the Parent, the "Shareholders"), NPC
International (Barbados) Holdings Limited, a corporation organized under the
laws of Barbados (the "Company" and together with the Company Subsidiaries the
"Companies"), ACS Business Process Solutions, Inc., a Nevada corporation (the
"Buyer"), and, solely for the purpose of guaranteeing the performance by Buyer
of its indemnification obligations under Section 10 of this Agreement,
Affiliated Computer Services, Inc., a Delaware corporation ("ACS");

                                    RECITALS:
                                    ---------

         A. WHEREAS, the Company Parent is the beneficial and record owner of
all of the issued and outstanding shares of capital stock of the Company (the
"Shares");

         B. WHEREAS, the (i) Company is the beneficial and record owner of all
of the outstanding shares of capital stock of NPC International (Barbados)
Limited, (ii) NPC International (Barbados) Limited and the Company are the
beneficial and record owners of all of the outstanding shares of capital stock
of NPC International (Jamaica) Limited, and (iii) NPC International (Barbados)
Limited, the Parent and the other shareholders listed on the signature page
hereto are the beneficial and record owners of all of the outstanding shares of
capital stock of NPC International (Republica Dominicana) S.A;

         C. WHEREAS, the Parent is an Affiliate of the Companies ; and

         D. WHEREAS, the Company Parent desires to sell to the Buyer, and the
Buyer desires to purchase from the Company Parent, all of the Shares of the
Company in the manner hereinafter set forth.

            NOW, THEREFORE, in consideration of the mutual premises and subject
to the mutual covenants, agreements, representations and warranties herein
contained, the parties do agree as follows:

                                   SECTION 1
                                   DEFINITIONS
                                   -----------

         For the purpose of the Agreement, except as otherwise expressly
provided or unless the context otherwise requires, (i) the terms defined in this
Section have the meaning assigned to them in this Section and include the plural
as well as the singular and (ii) all accounting terms not otherwise defined
herein have the meanings assigned under generally accepted accounting
principles.

<PAGE>   8


                  "AAA" shall have the meaning given in Section 7.4(f).

                  "AFFILIATE" shall mean any Person (as hereinafter defined)
which directly or indirectly, through one or more intermediaries, controls, is
controlled by, or is under common control with such Person.

                  "AGREEMENT" shall mean this agreement, together with all
schedules, attachments, exhibits and appendices, if any.

                  "BASKET AMOUNT" has the meaning specified in Section
10.3.5(a).

                  "BENEFIT PLANS" shall mean the employee benefit plans
identified on Schedule 4.27(a).

                  "BUSINESS" shall mean the data capture services conducted by
the Company Parent, the Companies and NPC Mexico as explained in the April 26,
2001 confidential memorandum, attached as EXHIBIT A hereto.

                  "BUYER" has the meaning specified in the preamble hereof.

                  "BUYER INDEMNIFIABLE EVENT" shall have the meaning given that
term in Section 10.1.

                  "BUYER INDEMNITEE" shall mean Buyer or any Affiliate,
shareholder, director, officer, employee or agent of Buyer, as the case may be,
or any respective successors or assigns of any of the foregoing.

                  "BUYER LOSSES" has the meaning specified in Section 10.1.

                  "BUYER PLAN" shall have the meaning as assigned to such term
in Section 7.8.

                  "CAP" shall have the meaning as assigned to such term in
Section 10.3.5(a).

                  "CLAIM" shall mean any judicial, administrative or arbitral
action, litigation, inquiry, investigation, complaint, claim, counterclaim,
crossclaim, demand, governmental proceeding, proceeding (public or private), or
suit whether at law or in equity, whether sounding in tort, contract, or
otherwise.

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

                  "CLOSING DATE" shall mean the date referenced in Section 3.1
hereof.

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


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<PAGE>   9



                  "COMPANY PARENT" shall have the meaning specified in the
preamble to this Agreement.

                  "COMPANY PENSION PLAN" has the meaning specified in Section
4.27(b).

                  "COMPANY SUBSIDIARIES" shall mean NPC International (Barbados)
Limited, NPC International (Jamaica) Limited, and NPC International (Republica
Dominicana) S.A.

                  "COMPARABLE FOREIGN LAW" shall mean any foreign law, statute,
code, ordinance, regulation, rule or other requirement, including common laws
established by court decision, of any foreign Governmental Authority that is
analogous or comparable to ERISA or the Code, as the case may be.

                  "CONTINUING EMPLOYEES" has the meaning specified in Section
7.7.

                  "CONTRACT" shall mean any contract, agreement, indenture,
note, bond, loan, instrument, lease, conditional sale contract, mortgage,
license, franchise, insurance policy, commitment or other legally binding
arrangement or agreement, whether written or oral.

                  "CURRENT PERIOD" means (A) any taxable year or other period
ending on or before the Closing Date for which a Tax Return is not required to
be filed on or before the Closing Date and (B) in the case of a taxable year or
other period beginning before and ending after the Closing Date, that portion of
such taxable year or other period that ends on and includes the Closing Date.

                  "CURRENT PERIOD TAX" means the total Tax due for a Current
Period (as if no estimated payments had been made). Any Tax attributable to the
Current Period described in clause (B) of the definition of Current Period shall
be deemed to be a Current Period Tax only to the extent of the amount of such
Tax that would have been incurred if the taxable year or other period had ended
on the close of business on the Closing Date, with the basis for such tax being
determined (A) in the case of real and personal property Taxes, intangible
Taxes, ad valorem or value added Taxes, and the like, by allocating the Tax on a
daily basis, and (B) in the case of all other Taxes for such period, by closing
the books and records as of the close of business on the Closing Date.

                  "EFFECTIVE TIME " shall mean 12:01 a.m. on the Closing Date.

                  "EMPLOYEE(S)" means employees of the Companies, including any
person on disability or leave of absence.

                  "ENVIRONMENTAL CLAIMS" means any written complaint, summons,
citation, notice, directive, order or claim, or any litigation, investigation,
judicial or administrative


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<PAGE>   10


proceeding or judgment, from or by any governmental agency, department, bureau,
office or other authority, or any third party asserting or finding violations of
Environmental Laws or Releases of Hazardous Materials from (i) any assets,
properties or businesses of the Companies or any corporate predecessor in
interest for which the Companies would be liable; (ii) from or onto any
facilities which received Hazardous Materials generated by the Companies or any
corporate predecessor in interest for which the Companies would be liable.

                  "ENVIRONMENTAL LAW" shall have the meaning ascribed to such
term in Section 4.16.

                  "ENVIRONMENTAL PERMIT" means any Permit, approval, variance or
permission required or waiver or exemption granted under any applicable
Environmental Law and all supporting documents associated therewith.

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

                  "ERISA AFFILIATE" has the meaning specified in Section
4.27(a).

                  "EXCLUDED EMPLOYEES" shall have the meaning ascribed to such
term in Section 7.7 of this Agreement.

                  "FINANCIAL STATEMENTS" shall mean the following financial
statements of the Business: (i) the audited consolidated balance sheets of the
Company at December 31, 1998, 1999 and 2000, and the related audited
consolidated statements of income of the Company for the years ended December
31, 1998, 1999 and 2000, in each case, together with the notes thereto, and (ii)
the compiled unaudited consolidated balance sheets of the Business at December
31, 1999 and 2000, which includes the assets of the Business which are part of
NPC Mexico and the Company Parent, and the related compiled unaudited
consolidated statements of income of the Business for the years ended December
31, 1999 and 2000, together with the notes thereto, as included as part of the
Confidential Memorandum dated April 26, 2001 and attached as Exhibit A or
Schedule 4.8 hereto.

                  "GAAP" shall mean the generally accepted accounting principles
in the United States of America as in effect from time to time set forth in the
opinions and pronouncements of the Accounting Principles Board and the American
Institute of Certified Public Accountants and the statements and pronouncements
of the Financial Accounting Standards Board.

                  "GOVERNMENTAL AUTHORITY" shall mean any government or
political subdivision, whether federal, state, local or foreign, and any of
their respective subdivisions, agencies, instrumentalities or tribunals,
including without limitation, any governmental regulatory body, or any federal
state, local or foreign court or arbitrator.



                                       4
<PAGE>   11


                  "HAZARDOUS MATERIALS" shall have the meaning given that term
in Section 4.16.

                  "INDEMNITOR" shall have the meaning given that term in Section
10.3.

                  "INDEMNIFIABLE CLAIM" shall have the meaning given that term
in Section 10.3.

                  "INDEMNIFIABLE EVENT" shall mean a Buyer Indemnifiable Event
or a Shareholder Indemnifiable Event, as the case may be.

                  "INDEMNITEE" shall mean a Buyer Indemnitee or a Shareholder
Indemnitee, as the case may be.

                  "INTELLECTUAL PROPERTY" shall mean letters patent and patents,
provisional patent applications, patent applications, patent licenses, know-how,
trade names, brand names, trademarks, copyrights, service marks, trademark
registrations and applications, service mark registrations and applications,
copyright registrations and applications, domain names, database rights,
inventions, schematics, technology, trade secrets, customer lists, inventory,
ideas, algorithms, processes, computer software programs or applications (in
both source code and object code form), software licenses, documentation, design
documentation and specifications, and tangible or intangible proprietary
information or material.

                  "INTERIM FINANCIAL STATEMENTS" shall mean (i) the unaudited
consolidated balance sheets of the Company as of May 31, 2001 and the related
unaudited consolidated statements of income of the Company for the five months
ended May 31, 2001 and (ii) the compiled unaudited consolidated balance sheets
of the Business as of May 31, 2001, which includes the assets of the Business
which are part of NPC Mexico and the Company Parent, and the related compiled
unaudited consolidated statements of income of the Business for the five months
ended May 31, 2001, as included as part of the Confidential Memorandum dated
April 26, 2001 and attached as Exhibit A or Schedule 4.8 hereto.

                  "INVESTMENT" shall mean any equity interest, directly or
indirectly, in any Person in excess of 5% of the total equity ownership of such
Person.

                  "IRS" shall mean the Internal Revenue Service of the United
States.

                  "KNOWLEDGE OF THE BUYER" or any other use of the capitalized
term "Knowledge" with respect to the Buyer, shall mean the actual knowledge,
after due inquiry, of the executive officers of the Buyer.

                  "KNOWLEDGE OF THE SHAREHOLDERS OR THE COMPANY" "Knowledge of
the Shareholders and the Company" or any other use of the capitalized term
"Knowledge" with


                                       5
<PAGE>   12


respect to the Shareholders or the Companies shall mean the actual knowledge,
after due inquiry, of the executive officers of the each such entity.

                  "LAW" shall mean any law, statute, code, ordinance,
regulation, rule or other requirement, including common laws established by
court decision, of any Governmental Authority.

                  "LEGAL PROCEEDING" shall mean any judicial, administrative or
arbitral action, suit, proceeding (public or private), litigation,
investigation, complaint, claim or governmental proceeding.

                  "LIEN" shall mean any mortgage, lien, deed of trust,
attachment, right of first refusal, option, easement, covenant, restriction,
encroachment, pledge, security interest, claim, charge, defect in title or any
other encumbrance whatsoever.

                  "MATERIAL ADVERSE EFFECT" shall mean a material adverse effect
on (i) the affairs, condition (financial or otherwise), business or results of
operations of the Companies, or the Buyer, (ii) the assets, liabilities or
prospects of the Companies or the Buyer or (iii) the ability of the Companies to
consummate the transaction contemplated by the Agreement.

                  "MATERIAL CONTRACTS" has the meaning specified in Section
4.10(a).

                  "MATERIAL CUSTOMERS" shall mean all customers, licensees and
other Persons that are parties to a Contract identified on SCHEDULE 4.10.

                  "MATERIAL SUPPLIERS" shall have the meaning ascribed to such
term by Section 4.22(b).

                  "NPC MEXICO" shall mean NPC International S.A. de C.V (Juarez,
Mexico).

                  "OFFERED MONETARY SETTLEMENT" shall have the meaning given
that term in Section 10.3.4.

                  "OFFICIAL ACTION" shall mean any domestic or foreign decision,
order, writ, injunction, decree, judgment, award or any determination, both as
presently existing and effective or presently existing and as may become
effective in the future, by any court, administrative body, or other tribunal.

                  "ORDER" shall mean any order, judgment, injunction, award,
decree, ruling, charge or writ specifically identified by its terms as
applicable to one or more of the Companies.



                                       6
<PAGE>   13


                  "ORDINARY COURSE OF BUSINESS" shall mean, with respect to any
person, the ordinary course of business consistent with the usual past custom
and practice (including quantity and frequency) of such person.

                  "PARENT" shall have the meaning specified in the preamble of
this Agreement.

                  "PENSION PLAN" has the meaning specified in Section 4.27(a).

                  "PERMIT" shall mean any permit, license, certificate
(including a certificate of occupancy) registration, authorization, application,
filing, notice, qualification, waiver of any of the foregoing or approval of a
Governmental Authority.

                  "PERMITTED LIENS" shall mean: (i) Liens for Taxes that are not
yet due and payable or that are being contested in good faith by appropriate
proceedings and as to which adequate reserves have been established in
accordance with GAAP, (ii) workers', repairmen's, and similar Liens imposed by
Law that have not been recorded and that have been incurred in the ordinary
course of business consistent with past practices relating to obligations as to
which there is no material default on the part of the Companies and provided
that such liens do not exceed $50,000 in the aggregate, and (iii) utility
easements, building restrictions, zoning restrictions, and substantially similar
easements and restrictions existing generally with respect to properties of
similar character.

                  "PERSON" shall mean any natural person, sole proprietorship,
partnership, corporation, limited liability company, unincorporated society,
organization or association, trust, Governmental Authority or other entity.

                  "PRE-CLOSING TAXES" has the meaning specified in Section
12.1(a).

                  "PURCHASE PRICE" shall mean the funds paid to the Shareholders
pursuant to Section 2.2 of the Agreement.

                  "REAL PROPERTY LEASES" has the meaning specified in Section
4.19(b).

                  "RELATED PARTY" means (i) any Affiliate of the Shareholders,
the Companies, or (ii) except for any non-natural equity holder of the
Shareholders, any grandparent, parent, brother, sister, child or spouse of any
such Affiliate, but in no instance shall a Related Party mean National City
Corporation or any of its affiliates or subsidiaries other than those under
common control of the Parent.

                  "RELATED WRITING" shall mean the Agreement, the
Non-Competition Agreement attached hereto as Exhibit C, the Transitional
Services Agreement attached hereto as Exhibit D, or any other writing of any
kind executed or delivered at any time pursuant to or in connection



                                       7
<PAGE>   14


with this or in connection with the transactions consummated or contemplated by
any of the foregoing.

                  "RELEASE" means any release, spill, emission, leaking,
pumping, injection, deposit, disposal, discharge, dispersal, leaching, or
migration into the indoor or outdoor environment, or into or out of any property
owned, operated or leased by the Sellers including, without limitation, the
movement of any Hazardous Material or other substance through or in the air,
soil, surface water, groundwater or property, but excluding any release,
emission or discharge authorized under any Environmental Permit or provision of
Environmental Law.

                  "SCHEDULE" means a disclosure schedule provided by Seller to
Buyer pursuant to this Agreement.

                  "SHAREHOLDERS" shall have the meaning set forth in the
preamble of this Agreement.

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

                  "SHAREHOLDER INDEMNIFIABLE EVENT" shall have the meaning given
that term in Section 10.2.

                  "SHAREHOLDER INDEMNITEE" shall mean Shareholder or any
Affiliate, shareholder, director, officer, employee, or agent of Shareholder, as
the case may be, or any of the respective successors or assigns of any of the
foregoing.

                  "SHAREHOLDER LOSSES" has the meaning specified in Section
10.2.

                  "STRADDLE PERIOD" shall have the meaning set forth in Section
12.1(b).

                  "SUBSIDIARIES" shall mean any Person of which at least a
majority of the outstanding shares or other equity interests having ordinary
voting power for the election of directors or comparable managers of such
Person, whether or not at the time the shares of any other class or classes or
other equity interests of such Person shall have or might have voting power by
reasons of the happening of any contingency, are at the time owned, directly or
indirectly, by the Companies, by one or more directly or indirectly wholly or
partially owned subsidiaries, or by the Companies and one or more such
subsidiaries. In no event shall a subsidiary mean National City Corporation
and/or any of its affiliates or subsidiaries other than those under the common
control of the Parent.

                  "WARN ACT" shall mean the Work Adjustment and Retraining
Notification Act of 1988, as amended.


                                       8
<PAGE>   15



                  "TAX" or "TAXES" means all income, profits, franchise, gross
receipts, capital, license, sales, use, license, withholding, value added, ad
valorem, transfer, employment, social security, unemployment, compensation,
disability, occupation, asset, property, severance, documentary, stamp, excise,
importation, customs duties and other taxes, duties and similar governmental
charges or assessments imposed by or on behalf of any Governmental Authority and
any interest, fines, penalties or additions relating to any such tax, duty,
charge or assessment.

                  "TAX RETURN" means any return, report, information statement,
declaration, certificate, schedule or similar statement required to be filed
with respect to any Taxes (including any attached schedules), including, without
limitation, any information return, claim for refund, amended return and
declaration of estimated Tax required to be prepared and or provided to any
Governmental Authority.

                  "WELFARE PLAN" has the meaning specified in Section 4.27(a).

                                   SECTION 2
                           SALE AND PURCHASE OF SHARES
                           ---------------------------

         2.1 SALE AND PURCHASE OF SHARES. At Closing, the Company Parent shall
sell, assign and transfer all of the Shares to the Buyer and deliver to the
Buyer one or more stock certificates representing all of the issued and
outstanding Shares together with duly executed stock powers in proper form for
transfer to the Buyer or Subsidiary of the Buyer as the Buyer shall designate,
together with such other documents as the Buyer may reasonably request to
evidence the transfer to the Buyer of good and marketable title in and to the
Shares, free and clear of any Lien. The Buyer shall purchase all of the Shares
and shall pay and deliver to the Company Parent the consideration provided for
in Section 2.2 hereof.

         2.2 CONSIDERATION. On the Closing Date in full consideration for the
Shares, the Buyer shall pay the Company Parent $25,967,000.00 (the "Purchase
Price") in immediately available funds via wire transfer to the Company Parent
to an account designated by the Company Parent.

                                   SECTION 3
                             CLOSING AND DELIVERIES
                             ----------------------

         3.1 CLOSING. The Closing of the transactions contemplated hereby (the
"Closing") shall occur on the second business day (the "Closing Date") following
the satisfaction or waiver of all of the conditions to Closing of Buyer and
Shareholders set forth in Section 8 and Section 9, upon the exchange of
facsimile documents followed with original executed documents the following
business day, and shall be deemed to have occurred at the office of the Parent,
1231 Durrett Lane, Louisville, KY 40213 or at such other time and place and date
as the parties


                                       9
<PAGE>   16



mutually agree. For financial accounting and tax purposes, and to the extent
permitted by Law, the Closing shall be deemed to be effective at the Effective
Time.

         3.2 DELIVERIES BY THE COMPANIES. At the Closing, the Company Parent
shall deliver or cause to be delivered to the Buyer the following items:

                  (a)      one or more certificates representing the Shares,
                           together with duly executed stock powers in proper
                           form for transfer in accordance with Section 2.1 of
                           the Agreement, along with certificates representing
                           100% of the equity ownership in the Company
                           Subsidiaries;

                  (b)      certified copies of the respective certificates of
                           incorporation of the Company and of the Company
                           Subsidiaries, if any;

                  (c)      certified copies of the respective bylaws (or foreign
                           equivalent) of the Company, if any, and each of the
                           Company Subsidiaries;

                  (d)      a good standing certificate of the Company, and of
                           each Company Subsidiary, in each case dated within
                           five business days of the Closing Date;

                  (e)      certificates from the respective secretaries of each
                           of the Shareholders certifying that the respective
                           boards of directors of the Shareholders have
                           unanimously adopted the Agreement and the Related
                           Writings and that the resolutions authorizing the
                           Agreement and the transactions contemplated by the
                           Agreement are in full force in effect;

                  (f)      certificates from the respective Chief Executive
                           Officer and the Executive Vice President or Chief
                           Financial Officer of each of the Shareholders to the
                           effect that the performance and compliance by the
                           respective Shareholders of all of the covenants
                           contained herein in all respects have been fully
                           satisfied;

                  (g)      certificates from the respective secretaries of the
                           Shareholders certifying as to the incumbency of the
                           directors and officers of the respective Shareholder
                           and as to the signatures of such officers who have
                           executed documents delivered at Closing on behalf of
                           such Shareholder;

                  (h)      the minute books, stock transfer records, corporate
                           seals, if any and all other corporate instruments and
                           corporate and other records of the Company and the
                           Company Subsidiaries;



                                       10
<PAGE>   17


                  (i)      a legal opinion of counsel to the Shareholders in
                           form and substance reasonably satisfactory to the
                           Buyer;

                  (j)      the Non-Competition Agreement in the form attached as
                           Exhibit C;

                  (k)      the Transitional Services Agreement in the form
                           attached as Exhibit D;

                  (l)      written resignations from all directors and officers
                           of the Companies except for those individuals listed
                           on Exhibit E;

                  (m)      all consents or waivers referenced on SCHEDULE 4.7;
                           and

                  (n)      such further documents or instruments as the Buyer
                           may reasonably request.

         3.3 DELIVERIES BY THE BUYER. At the Closing, the Buyer shall deliver or
cause to be delivered to the Company Parent the following items:

                  (a)      the Purchase Price as set forth in Section 2.2;

                  (b)      a certified copy of the certificate of incorporation
                           of the Buyer;

                  (c)      a certified copy of the bylaws of the Buyer;

                  (d)      a certificate from the secretary or assistant
                           secretary of the Buyer certifying that the board of
                           directors of the Buyer has unanimously adopted the
                           Agreement and the Related Writings and that the
                           resolutions authorizing the Agreement and the
                           transactions contemplated by the Agreement are in
                           full force and effect;

                  (e)      a certificate from the Chief Executive Officer and
                           the Executive Vice President or the Chief Financial
                           Officer of the Buyer to the effect that the
                           performance and compliance by the Buyer of all of the
                           covenants contained herein in all respects have been
                           fully satisfied;

                  (f)      a certificate from the secretary or assistant
                           secretary of the Buyer certifying as to the
                           incumbency of the directors and officers of the Buyer
                           and as to the signatures of such officers who have
                           executed documents delivered at Closing on behalf of
                           the Buyer;

                  (g)      a good standing certificate of the Buyer dated within
                           five business days of the Closing;


                                       11
<PAGE>   18



                  (h)      a legal opinion of counsel to the Buyer in form and
                           substance reasonably satisfactory to the
                           Shareholders;

                  (i)      the Transitional Services Agreement in the form
                           attached as Exhibit D;

                  (j)      the Non-Competition Agreement in the form attached as
                           Exhibit C; and

                  (k)      such further documents or instruments as the
                           Companies may reasonably request.

                                   SECTION 4
               REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS
               --------------------------------------------------

         The Shareholders represent and warrant to the Buyer that the statements
contained in this Section 4 are true and correct as of the date hereof and will
be true and correct as of the Effective Time as though made then:

         4.1 ORGANIZATION, POWER AND AUTHORITY. Each of the Shareholders is a
corporation or limited liability company, as the case may be, duly organized,
validly existing and in good standing under the laws of Ohio, and has all
requisite corporate power and authority to own, operate and lease its properties
and to carry on its business as presently being conducted and is in good
standing under the laws of each jurisdiction where such qualification is
required, except where such lack of qualification would not have a Material
Adverse Effect. The Company is a corporation duly organized, validly existing
and in good standing under the laws of the country of Barbados and has all
requisite corporate power and authority to own, operate, and lease its
properties and to carry on its business as presently being conducted and is in
good standing under the laws of each jurisdiction where such qualification is
required, except where such lack of qualification would not have a Material
Adverse Effect. Each of the Company Subsidiaries is a corporation duly
incorporated, validly existing and in good standing under the laws of the
jurisdiction of its incorporation and is qualified and in good standing to
transact business in each jurisdiction in which such qualification is required
by law, except where the failure to be so qualified would not have a Material
Adverse Effect.

         4.2 AUTHORIZATION, EXECUTION AND VALIDITY. Each of the Shareholders and
the Company has all requisite corporate power and authority to execute and
deliver this Agreement and each other Related Writing (the "Transaction
Documents") to which it is a party, to perform its obligations thereunder, and
to complete the transactions contemplated hereby and thereby. The execution,
delivery and performance by each of the Shareholders and the Company of each
Transaction Document to which such entity is a party have been duly authorized
by all necessary corporate action on the part of such entity, and no other
corporate action on the part of such entity is necessary with respect thereto.
Each Transaction Document (i) has been duly executed and delivered by each of
the respective Shareholders and the Company (ii) constitutes a legal, valid


                                       12
<PAGE>   19


and binding obligation of each such entity which is a party thereto, enforceable
against such entity in accordance with its terms.

         4.3 NO BREACH. Except as set forth on SCHEDULE 4.3, neither the
execution and delivery of the Transaction Documents by the respective
Shareholders and the Company, nor the performance by any such entity of its
obligations thereunder will:

                  (a)      violate, conflict with or result in a breach of any
                           Law or Order;

                  (b)      violate, conflict with or result in a breach of such
                           entity's Certificate of Incorporation and Bylaws, as
                           applicable;

                  (c)      (i) violate, conflict with or result in a breach or
                           termination of any Contract, give any contracting
                           party additional rights or compensation under, or the
                           right to terminate or accelerate or increase the
                           maturity of any payment date thereunder, (ii)
                           constitute (with notice or lapse of time, or both) a
                           default under the terms of any Contract to which the
                           Shareholders or the Companies are a party, or by
                           which any of the assets or properties of the
                           Shareholders or the Companies are bound, except where
                           such defaults would not have a Material Adverse
                           Effect upon the properties or assets of the
                           Shareholders and the Company (iii) result in the
                           creation or imposition of any Lien upon any property
                           or asset of the Companies, (iv) trigger any charge,
                           payment, or requirement of consent, or (v) result in
                           the creation or imposition of any Lien with respect
                           to, or otherwise have a Material Adverse Effect upon,
                           the Shares or any of the properties or assets of the
                           Companies.

         4.4 CAPITALIZATION. The authorized capital stock of the Company
consists solely of 1000 shares of Common Stock, no par value, of which only the
Shares are issued and outstanding and all of which were duly authorized, validly
issued and are fully paid and nonassessable. All of the issued shares of the
Company's capital stock were issued, and to the extent purchased by Company
Parent or transferred, have been so purchased or transferred, in compliance with
all applicable Laws, including federal, state and foreign securities laws, and
any preemptive rights and any other statutory or contractual rights of any
stockholders of the Company at the time of such purchase or transfer. The
Company Parent (a) is the record and beneficial owner of the Shares; (b) has
full power, right and authority, and any approval required by Law, to make and
enter into the Agreement and to sell, assign, transfer and deliver the Shares to
the Buyer, (c) has good and marketable title to the Shares free and clear of any
Lien, and (d) has the full power right and authority to vote and transfer the
Shares. The delivery by Company Parent to Buyer of certificates representing the
Shares, duly endorsed in blank or accompanied by stock powers endorsed in blank,
shall, on the closing date, vest the Buyer or its designated Subsidiaries with


                                       13
<PAGE>   20



good and marketable title to the Shares, free and clear of any Lien. Except for
the Company's equity interest in the Company Subsidiaries, neither the Company
nor any Company Subsidiary owns, directly or indirectly, any capital of or other
equity interest in or has any other investment in or outstanding loans to any
corporation, partnership or other entity or organization. There are not any
stockholders' agreements, voting trusts or other agreements or understandings
between or among stockholders or to which any of the Companies is a party or by
which it is bound with respect to the transfer or voting of any capital stock
thereof.

         4.5 OPTIONS OR OTHER RIGHTS. There are no outstanding options,
subscriptions, warrants, calls, conversion rights, commitments or other rights
or agreements of any nature obligating any of the Companies to sell any shares
of its respective capital stock, or otherwise requiring the Companies to give
any Person the right to receive any benefits or rights similar to any rights
enjoyed by or accruing to the holders of shares of capital stock of the
Companies, or any rights to participate in the equity or net income of the
Companies.

         4.6 SUBSIDIARIES AND INVESTMENTS. SCHEDULE 4.6 correctly sets forth the
authorized, issued and outstanding capital stock of each Company Subsidiary and,
except as set forth on SCHEDULE 4.6, all of the outstanding shares of capital
stock of each such Company Subsidiary are owned, free and clear of any Liens, by
the Company or another Company Subsidiary. All such shares have been duly
authorized and validly issued, and are fully paid and non-assessable. None of
the outstanding shares of capital stock of any Subsidiary of the Company were
issued in violation of any preemptive rights. At the Effective Time, the Company
shall have good and marketable title to all of the shares of the capital stock
of each Subsidiary, free and clear of all Liens.

         4.7 CONSENTS. Except as set forth on SCHEDULE 4.7, no consent, notice
to or declaration, filing or registration with, approval or authorization, or
other action of any third party or Governmental Authority is required in
connection with the execution and delivery by any of the Shareholders of any
Transaction Document or the consummation of the transactions contemplated
thereby, except where the failure to obtain a consent, approval or authorization
of any third party or Governmental authority would not have a Material Adverse
Effect.

         4.8 FINANCIAL STATEMENTS.

                  (a)      Attached hereto on Schedule 4.8 are true and complete
                           copies of those portions of the Financial Statements
                           and the Interim Financial Statements that are not
                           included as part of the Confidential Memorandum dated
                           April 26, 2001 and attached hereto as Exhibit A.

                  (b)      The Financial Statements and the Interim Financial
                           Statements (including the notes thereto, if any) (i)
                           are true, correct, accurate and complete in all
                           material respects, (ii) have been prepared from the
                           books and records of


                                       14
<PAGE>   21



                           the Companies, the Company Parent or NPC Mexico, as
                           the case may be, (iii) contain figures that arose out
                           of bona fide licenses, sales and deliveries of goods,
                           performance of services or other bona fide business
                           transactions, (iii) present fairly the financial
                           position, results of operations and cash flows of the
                           Business as of the dates or for the periods
                           indicated, and (iv) have been prepared in accordance
                           with international accounting standards, in the case
                           of the Financial Statements, and GAAP (except for the
                           absence of footnotes), in the case of the Interim
                           Financial Statements, in any case, consistently
                           applied throughout the periods indicated.

         4.9 NO MATERIAL ADVERSE CHANGES. Except as set forth on SCHEDULE 4.9,
there has not been any event, transaction or occurrence since May 31, 2001 in
which any of the Companies has:

         (i)      suffered any material adverse change, nor has there been any
                  event which has had or, so far as can reasonably be determined
                  at this time, may reasonably be expected to have a Material
                  Adverse Effect on the Companies;

         (ii)     incurred any material obligations or liabilities of any nature
                  other than items incurred in the regular and Ordinary Course
                  of Business, including without limitation any contingent
                  liability as a guarantor or otherwise with respect to the
                  liability of others, or increased (or experienced any change
                  in the assumptions underlying or the methods of calculating)
                  any bad debt, contingency, or other reserve, other than in the
                  Ordinary Course of Business;

         (iii)    paid, discharged, or satisfied any material claim, lien,
                  encumbrance, obligation or liability (whether absolute,
                  accrued, contingent, and whether due or to become due), other
                  than the payment, discharge, or satisfaction in the Ordinary
                  Course of Business of claims, liens, encumbrances, obligations
                  or liabilities of the type reflected or reserved against in
                  the Financial Statements or which were incurred in the
                  Ordinary Course of Business;

         (iv)     permitted, allowed or suffered any of its properties or assets
                  (real, personal or mixed, tangible or intangible) to be
                  subject to any Lien (other than Permitted Liens);

         (v)      written down or written up the value of any equipment,
                  inventory (including write-downs by reason of shrinkage or
                  markdowns), determined as collectible any accounts receivable
                  or any portion thereof which were previously considered
                  uncollectible, or written off as uncollectible any accounts
                  receivable or any portion thereof, except for write-downs,
                  write-ups and write-offs in the Ordinary Course of Business,
                  none of which is material in amount;


                                       15
<PAGE>   22


         (vi)     canceled any debts or waived any claims or rights in excess of
                  $15,000 individually;

         (vii)    disposed of or permitted to lapse any right to the use of any
                  patent, trademark, assumed name, service mark, trade name,
                  copyright, license or application therefor;

         (viii)   except for commitments for capital expenditures not exceeding
                  $100,000 in the aggregate made in the Ordinary Course of
                  Business, committed to make any capital expenditure not paid
                  for or accrued prior to the Closing Date for additions to
                  property, plant, equipment, intangible or capital assets or
                  for any other purpose, other than for emergency repairs or
                  replacement;

         (ix)     paid, loaned, distributed, or advanced any amounts to, sold or
                  transferred any properties or assets (real, personal or mixed,
                  tangible or intangible) to, purchased, licensed or otherwise
                  acquired any properties or assets from or entered into any
                  other agreement or arrangement with any Affiliate of the
                  Company except for compensation not exceeding the rate of
                  compensation as of March 31, 2001 and for routine travel
                  advances to officers and employees;

         (x)      declared, set aside or paid any dividend or other distribution
                  (whether in stock or property) with respect to any of its
                  outstanding capital stock, or made any redemption, purchase or
                  other acquisition of any of its equity securities;

         (xi)     issued, sold, split, combined or reclassified any of the
                  shares of capital stock or interests in the Companies, or
                  issued, committed to issue or authorized any issuance of any
                  options, warrants or other similar convertible securities
                  thereof;

         (xii)    made any change in its accounting methods, principles or
                  practices;

         (xiii)   entered into any collective bargaining or labor agreement
                  (oral and legally binding or written), or experienced any
                  organized slowdown, material work interruption, strike or work
                  stoppage;

         (xiv)    sold, transferred, or otherwise disposed of any of the assets
                  or other properties of the Companies except in the Ordinary
                  Course of Business, or entered into any agreement for such a
                  sale, transfer or disposition;

         (xv)     granted or incurred any obligation for any increase in the
                  compensation of any of its officers or Employees (including,
                  without limitation, any increase pursuant to any bonus,
                  pension, profit-sharing, retirement, or other plan or
                  commitment)


                                       16
<PAGE>   23


                  except for raises and bonuses to officers or Employees in the
                  Ordinary Course of Business and consistent with past practice;

         (xvi)    suffered any uninsured casualty loss or damage in excess of
                  $15,000 individually, or suffered any damage, destruction or
                  loss (without regard to insurance) to the Business which has
                  or may have a Material Adverse Effect; (xvii) made or agreed
                  to make any charitable contributions or incurred or agreed to
                  incur any non-business expenses in excess of $15,000;

         (xviii)  amended any provisions of certificate of incorporation or
                  bylaws of any of the Companies or changed any of its
                  authorized capital stock or interests;

         (xix)    taken any other material action except in the Ordinary Course
                  of Business; or

         (xx)     agreed, so as to legally bind the Companies whether in writing
                  or otherwise, to take any of the actions set forth in this
                  Section 4.9.

         4.10 AGREEMENTS.

                  (a)      Other than (i) Real Property Leases, (ii) Benefit
                           Plans, (iii) Contracts set forth in SCHEDULE 4.11(I),
                           and (iv) Intellectual Property licenses set forth in
                           SCHEDULE 4.13, SCHEDULE 4.10 lists, as of the date
                           hereof, all of the following Contracts to which the
                           Companies are a party or by which any of their
                           respective assets are, or may be bound (items (i)
                           through (xv), collectively, the "Material
                           Contracts"):

                           (i)      any loan or advance to, or investment in,
                                    any other Person or any agreement, contract
                                    or commitment (whether written or oral)
                                    relating to the making of such loan,
                                    advance, or investment;

                           (ii)     individual Contracts with customers with
                                    respect to which the Companies billed more
                                    than $15,000 during the year 2000;

                           (iii)    any individual Contract which has an
                                    exclusive dealing requirement or agreement
                                    involving expenditures in excess of $15,000
                                    during the year 2000;

                           (iv)     Contracts not listed or required to be
                                    listed pursuant to Section 4.11(a)(i) which
                                    provide for aggregate future annual payments
                                    by the Companies of more than $15,000,
                                    except for purchase orders or sales orders
                                    arising in the ordinary and usual course of
                                    business, in



                                       17
<PAGE>   24


                                    which case they are listed only if any party
                                    thereto is obligated to make payments
                                    pursuant thereto aggregating more than
                                    $15,000;

                           (v)      Contracts which establish a partnership,
                                    joint venture, material agency or other
                                    similar arrangement;

                           (vi)     any Contract which relates to indebtedness
                                    for borrowed money in excess of $15,000
                                    except for accounts payable created in the
                                    Ordinary Course of Business or the deferred
                                    purchase price of property (whether
                                    incurred, assumed, guaranteed or secured by
                                    any asset);

                           (vii)    any Contract which provides for future
                                    payments that are conditioned on or result
                                    from, in whole or in part, a change of
                                    control of the Companies or a change of
                                    management of the Companies;

                           (viii)   any Contract under which the Companies have
                                    guaranteed the obligations of any Person,
                                    agreed to indemnify any Person (other than
                                    in the ordinary course of business), agreed
                                    to share Tax liability with any Person, or
                                    incurred any other contingent liability;

                           (ix)     any Contract which relates to the
                                    acquisition by the Companies of any of the
                                    capital stock or substantially all of the
                                    assets of another Person since January 1,
                                    1998;

                           (x)      any Contract which limits or restricts the
                                    right of the Companies to compete in any way
                                    with any other Person, or which contains
                                    covenants pursuant to which any non-natural
                                    Person has agreed not to compete, or which
                                    otherwise restricts a Person's ability to
                                    engage freely, in any line of business;

                           (xi)     any Contract not disclosed herein or not
                                    otherwise required to be disclosed pursuant
                                    to this Section 4.10(a) which provides for
                                    annual payments in excess of $15,000 which
                                    extends more than a year from the date
                                    hereof and is not cancelable by the
                                    Companies on 30 days' written notice without
                                    penalty;

                           (xii)    any Contract which provides for the sale or
                                    lease after the date hereof of any of the
                                    assets of the Companies other than in the
                                    Ordinary Course of Business;



                                       18
<PAGE>   25


                           (xiii)   any Contract which binds the Companies to
                                    make payments to any director or officer or
                                    any former director or officer of the
                                    Companies;

                           (xiv)    all performance bonds with Governmental
                                    Authorities that are required to operate the
                                    Business; and

                           (xv)     any other Contract, arrangement or warranty,
                                    written or oral, express or implied, by
                                    which the Companies are a party, or by which
                                    any of their assets are or may be bound.

                  (b)      Except as otherwise noted in SCHEDULE 4.10, all of
                           such Contracts, arrangements and warranties set forth
                           on SCHEDULE 4.10 (or required to be set forth on
                           SCHEDULE 4.10), together with all contracts disclosed
                           on SCHEDULE 4.11(I), are valid, binding and in full
                           force and effect. None of the Company or the Company
                           Subsidiaries is in breach or default thereunder, and
                           to the Knowledge of the Shareholders there exists no
                           default or breach thereunder by any other party
                           thereto, and none of the Companies has received any
                           notice claiming that the Companies has committed any
                           such default or breach, or indicating the desire or
                           intention of any party thereto to amend, modify,
                           rescind or terminate the same.

         4.11 UNION CONTRACTS, LABOR AND EMPLOYEES. SCHEDULE 4.11(i) sets forth
a list, as of the date hereof, of all individual employment, consulting,
non-compete or severance agreements with employees or former employees of the
Companies that individually provide for annual payments after the date hereof in
excess of $5,000. The Companies have no contract, collective bargaining
agreement, understanding (whether written or oral), or other labor union
agreement with any labor union or other labor organization or employee
bargaining group relating to its employees. To the Knowledge of the Companies,
no efforts are 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 Company's employees. Furthermore,
the Companies are (i) in compliance with all Laws respecting employment,
employment practices, terms and conditions of employment, wages or hours, (ii)
have not engaged in any unfair labor practices, and (iii) have not received
written notice of any unfair labor practice and no such complaints are pending
before the National Labor Relations Board or other similar governmental
authority. No grievance or other labor dispute or proceeding or any arbitration
proceeding arising out of or under any collective bargaining or other employee
agreement is pending or, to the Knowledge of the Companies, threatened against
the Company. No organized work stoppage, labor strike, labor dispute, or
slowdown against the Companies is pending or, to the Knowledge of the Companies,
threatened against or involving the Companies. Company Parent is not aware of
any material actual or potential labor problem. Except as set


                                       19
<PAGE>   26


forth on SCHEDULE 4.11(ii), there are no material controversies pending or, to
the Shareholders' Knowledge, threatened, between the Companies and any of its
employees.

         4.12 LICENSES AND PERMITS. Set forth on SCHEDULE 4.12, is a true,
complete and accurate list and description of all Permits held by the Companies
and used by it in the conduct of its Business. The Companies are in compliance
with the terms of such Permits and there is no pending or, to the Knowledge of
the Shareholders, threatened Legal Proceeding, termination, suspension,
modification, expiration or revocation thereof. Except for the licenses,
Permits, and authorizations set forth and described in SCHEDULE 4.12, there are
no licenses, Permits or other authorizations, whether written or oral, necessary
or required for the Companies conduct of its Business or their ownership or use
of any of their properties or assets and the Companies are not dependent on any
other license, permit or other authorization, whether written or oral. The
execution, delivery and performance of this Agreement, and the consummation of
the transactions contemplated hereby, do not and will not result in any
suspension, revocation, cancellation or invalidation of any Permit that is
necessary for the business of the Companies or which would have a Material
Adverse Effect on the Business.

         4.13 INTELLECTUAL PROPERTY. Set forth on SCHEDULE 4.13 is a true,
accurate and complete list of all Intellectual Property used in the operation of
the Companies' Business. Except as set forth in SCHEDULE 4.13, each of the
Companies without payment of any license fee, royalty or similar charge, owns
the entire right, title and interest in and to the Intellectual Property used in
the operation of its Business, and each of the Companies has the exclusive right
to use and license the same without infringement or violation of the rights of
others. There are no pending or to the Knowledge of the Shareholders or the
Companies, threatened proceedings or litigation or other adverse claims
affecting or challenging the Intellectual Property. To the Knowledge of the
Company and the Shareholders, no Person is infringing on the Intellectual
Property. Except as set forth in SCHEDULE 4.13, no loss or expiration of any
item of Intellectual Property or group of related items of Intellectual Property
would have a Material Adverse Effect on the conduct of the Business and to the
Knowledge of the Shareholders, no such loss is threatened, pending or reasonably
foreseeable.

         4.14 LITIGATION AND ORDERS. Except as set forth on SCHEDULE 4.14, there
is no Claim, or legal proceeding, pending or, to the Knowledge of the
Shareholders or the Companies, threatened against or affecting the Companies or
any of their respective properties or assets, including any seeking to enjoin or
prevent the consummation of the transactions contemplated hereby, or otherwise
claiming the Agreement or the transactions contemplated hereby or thereby or the
consummation thereof are improper except where such Claim or legal proceeding
would not have a Material Adverse Effect. To the Knowledge of the Shareholders
or the Companies, there is no reasonable basis upon which any such Claim would
reasonably be expected to be brought or initiated. The Companies and its
properties and assets are not subject to any Order.



                                       20
<PAGE>   27


         4.15 TAXES.

         Except as set forth in SCHEDULE 4.15:

                  (a)      All Tax Returns required to be filed on or before the
                           Closing Date by or on behalf of, or in which is
                           required to be reported the income or other items of,
                           any of the Companies have been within the time
                           prescribed by Law (including extensions of time
                           permitted by Law). To the Knowledge of the
                           Shareholders, such Tax Returns are accurate, correct,
                           and complete in all material respects. There are no
                           deferred intercompany transactions that would impact
                           a Tax Return in the post closing period.

                  (b)      Each of the Companies have paid on a timely basis,
                           all Taxes of the Companies that are due on or before
                           the Closing Date (including, but not limited to,
                           Taxes shown to be due on the Tax Returns described in
                           the preceding paragraph), except those Taxes that are
                           being disputed in good faith and for which adequate
                           provision has been made in the Financial Statements
                           and the Interim Financial Statements.

                  (c)      Adequate provision has been made by the Companies in
                           the Financial Statements and the Interim Financial
                           Statements for the payment of Taxes due after the
                           Closing Date, including but not limited to, Taxes
                           attributable to the taxable period (if any) ending
                           on, or within which occurs, the Closing Date.

                  (d)      There are no pending audits, actions, proceedings,
                           investigations, disputes or claims with respect to
                           any Taxes payable by or asserted against any of the
                           Companies and, to the Knowledge of the Shareholders
                           and the Companies, there is no basis on which any
                           claim for material Taxes can be asserted with respect
                           to any of the Companies. None of the Companies have
                           received notice from any taxing authority of its
                           intent to examine or audit any of its Tax Returns.
                           There are not currently in force any extensions of
                           any statute of limitations with respect to the
                           assessment or collection of any Tax.

                  (e)      There are no Liens for Taxes on any of the assets or
                           properties of the Companies (except for Permitted
                           Liens). All Taxes required to be withheld, collected
                           or deposited by any of the Companies (including, but
                           not limited to, amounts required to be withheld,
                           collected or deposited with respect to amounts paid
                           or owing to any employee, creditor, independent
                           contractor or other Person) have been timely
                           withheld, collected or deposited and, to the extent
                           required, have been timely paid to



                                       21
<PAGE>   28


                           the relevant taxing authority. All persons
                           characterized as independent contractors, and not as
                           employees, were properly so characterized for all
                           purposes under all applicable laws (including,
                           without limitation), their characterization as
                           independent contractors for income and employment tax
                           withholdings and payments. Each estimated payment for
                           Current Period Taxes payable by the Company has been
                           made on or before the date on which the payment is
                           required under applicable law to be made in an amount
                           sufficient to avoid the imposition of a penalty.

                  (f)      The Companies are not and have not been subject to
                           tax or done business in the United States.

                  (g)      All agreements relating to allocation or sharing of,
                           or liability or indemnification for, Taxes between
                           the Companies and any other Person will be cancelled
                           as of the Closing and none of the Companies will have
                           any liability under any such agreement thereafter.

                  (h)      No disclosure statement pursuant to Section 6662 of
                           the Code or any comparable disclosure with respect to
                           foreign, state and/or local tax statutes has been
                           filed with respect to any item relating to the
                           Companies.

                  (i)      None of the Companies has ever been a member of an
                           affiliated group of corporations (as defined in
                           Section 1504(a) of the Code), nor do any of the
                           Companies have successor liability for Taxes of any
                           such member.

                  (j)      No material claim has been made against the Companies
                           by any taxing authority in any jurisdiction where the
                           Companies did not file sales, use, value-added, duty,
                           or similar Tax Returns or did not pay sales, use,
                           value-added, duty goods and services, duty or similar
                           Taxes, that the Companies are or may be subject to
                           sales, use, value-added, duty or similar Taxation by
                           that jurisdiction.

                  (k)      No material claim has been made against the Companies
                           by any taxing authority in any jurisdiction where the
                           Companies did not file payroll, unemployment, social
                           security or social insurance, or similar Tax Returns
                           or did not pay payroll, unemployment, social security
                           or social insurance, or similar Taxes, that the
                           Companies are or may be subject to payroll,
                           unemployment, social security or social insurance, or
                           similar Taxation by that jurisdiction.

                  (l)      No closing agreements or settlement agreements
                           pursuant to any provision of any tax law has been
                           entered into with any taxing authority by or with



                                       22
<PAGE>   29


                           respect to the Companies which requires the Companies
                           to include any item of income in, or exclude any item
                           of deduction from, any Tax Return for any taxable
                           period ending after the Closing Date.

                  (m)      The Companies have not agreed to make any adjustment
                           pursuant to Section 481 of the Code or pursuant to
                           any other provision of the tax laws of any
                           jurisdiction, which could materially increase Taxes
                           or taxable income, or materially reduce any tax
                           credits, net operating losses or capital losses of
                           the Companies in any taxable period ending after the
                           Closing Date. The Companies do not have any
                           application pending with any taxing authority
                           requesting permission for any changes in any
                           accounting method. No taxing authority has proposed,
                           in writing, any such adjustment or change in
                           accounting method. The Companies have not failed to
                           comply with all the applicable provisions related to
                           filing any application for any accounting method
                           change that would cause the application to be
                           rejected.

                  (n)      The Companies have not engaged in any transactions,
                           taken any action, or made any elections (other than
                           elections regarding depreciation or amortization
                           methods and lives) prior to the date hereof which
                           will result in the Companies realising in any period
                           after the date hereof (i) taxable income and gain
                           that is materially in excess of book income and gain
                           or (ii) book expenses and losses that are materially
                           in excess of tax deductions and losses.

                  (o)      The restructuring of the Companies business, legal
                           and tax activities and operations in 1998 carries no
                           risk to the Buyer of audit, dispute, or assessment of
                           tax from any Governmental Authority for periods or
                           partial periods ending on or before the Closing Date.

                  (p)      The Companies have qualified for and obtained tax
                           benefits, exemptions and reductions of tax rates from
                           Governmental Authorities and Shareholders shall
                           cooperate to the extent reasonably requested by the
                           Buyer in efforts by Buyer to retain such benefits.
                           All such exemptions and reductions of tax rates are
                           in full force and effect as of the date hereof,
                           including the International Business Company license
                           of each of the Company and NPC International
                           (Barbados) Limited and the free trade zone status of
                           NPC International (Jamaica) Limited and NPC
                           International (Republica Dominicana) Limited. In the
                           conduct of all of their businesses, the Company and
                           NPC International (Barbados) Limited have only
                           carried on services for the benefit of customers of
                           non-CARICOM countries and



                                       23
<PAGE>   30


                           no services have been performed for a customer of a
                           CARICOM country. Any failure by the Shareholders to
                           timely make any filings required to obtain such
                           exemptions and reductions of tax rates will not have
                           an adverse effect on the Buyer or the Buyer's ability
                           to renew the International Business Licenses or
                           otherwise maintain such exemptions and reductions of
                           tax rates.

                  (q)      The Companies are taxable as corporations for federal
                           income tax purposes.

         4.16 ENVIRONMENTAL MATTERS. For purposes of the Agreement, the
following terms shall have the indicated meanings:

                  "ENVIRONMENTAL LAW" means any Law, license, permit,
authorization, approval, consent, order, determination, judgment, decree,
injunction or agreement with any governmental entity concerning or relating to
(1) the health, protection, preservation or restoration of the environment
including, air, water vapor, surface water, groundwater, drinking water supply,
surface soil, subsurface soil, wetlands, plant and animal life or any other
natural resource, conservation, (2) the use, storage, recycling, treatment,
generation, transportation, processing, handling, labeling, production, release
or disposal of Hazardous Materials, or (3) Releases, or activities that might
result in damage to the indoor or outdoor environment, or any law that is
concerned in whole or in part with the indoor or outdoor environment or with
protecting or improving the quality of the indoor or outdoor environment,
natural resources, or wildlife or protecting public and employee health and
safety. The term Environmental Law includes without limitation (1) the
Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C.
Section 9601, ET SEQ.; the Superfund Amendments and Reauthorization Act of 1986,
42 U.S.C. 9601(2)(D); the Resource Conservation and Recovery Act, 42 U.S.C.
Section 6901, ET SEQ.; the Clean Air Act, 42 U.S.C. Section 7401, ET SEQ.; the
Federal Water Pollution Control Act, as amended by the Clean Water Act, 33
U.S.C. Section 1251, ET SEQ.; the Toxic Substances Control Act, 15 U.S.C.
Section 9601, ET SEQ.; the Emergency Planning and Community Right to Know Act,
42 U.S.C. Section 11001, ET SEQ.; the Safe Drinking Water Act, 42 U.S.C. Section
300f, ET SEQ.), the Hazardous Materials Transportation Act (49 U.S.C.ss.1801 ET
SEQ.), the Federal Insecticide, Fungicide, and Rodenticide Act (7 U.S.C.ss.136
ET SEQ.), and the Occupational Safety and Health Act (29 U.S.C.ss. 651 ET SEQ.);
as such laws have been amended or supplemented, and the regulations promulgated
pursuant thereto, and any and all analogous or comparable federal, national,
state or local statutes, ordinances and regulations imposing liability or
establishing standards of conduct for the protection of the environment, (2) any
common law (including common law that may impose strict liability) establishing
standards of conduct for the protection of the environment, or that may impose
liability for injuries or damages due to the release of any Hazardous Materials,
and (3) any foreign statute, rule, regulation or common law comparable to the
foregoing or pertaining to similar matters.


                                       24
<PAGE>   31


                  "HAZARDOUS MATERIALS" means (i) any element, compound or
chemical that is defined, listed or otherwise classified as a toxic or hazardous
substance or material, extremely hazardous substance or chemical, hazardous
material, hazardous waste, medical waste, biohazardous or infectious waste, or
special waste, under Environmental Laws; (ii) any "oil", as defined by the Clean
Water Act, as amended from time to time, and regulations promulgated thereunder
(for the avoidance of doubt, "oil" shall include crude oil or any fraction
thereof and any petroleum, petroleum-based or petroleum-derived products); (iii)
any substance, the presence of which is prohibited, regulated or controlled by
any applicable Laws, now in force or hereafter enacted relating to waste
disposal or environmental protection with respect to the exposure to, or
manufacture, possession, presence, use, generation, storage, transportation,
treatment, release, emission, discharge, disposal, abatement, cleanup, removal,
remediation or handling of any such substance; (iv) any asbestos or
asbestos-containing materials, polychlorinated biphenyls ("PCBs") in the form of
electrical equipment, fluorescent light fixtures with ballasts, cooling oils or
any other form, urea formaldehyde, atmospheric radon; (v) any solid, liquid,
gaseous or thermal irritant or contaminant, such as smoke, vapor, soot, fumes,
alkalis, acids, chemicals, pesticides, herbicides, sewage, industrial sludge or
other similar wastes; (vi) industrial, nuclear or medical by-products; (vii) any
lead based paint or coating, (viii) polychlorinated biphenyls; (ix) any
substance exhibiting a hazardous waste characteristic including but not limited
to corrosivity, ignitibility, toxicity or reactivity as well as any radioactive
or explosive materials; (x) any raw materials, building components (including
but not limited to asbestos-containing materials) and manufactured products
containing Hazardous Materials, and (viii) any underground storage tank(s).

                 In connection with the foregoing: (i) each of the Companies is
in compliance in all material respects with all Environmental Laws; (ii) to the
Knowledge of the Shareholders, each of the Companies possesses and is in
compliance with all Environmental Permits required to operate the facilities,
assets and business of such Company; (iii) none of the Companies is subject to
any Orders that relate to any Environmental Law; (iv) none of the Companies is
subject to any Environmental Claims and, no unresolved Environmental Claims have
been asserted or threatened in writing against any of the Companies or any
predecessor in interest to such Companies; (v) there has been no Release at any
of the properties currently or formerly owned or operated by any of the
Companies (at the time such properties were owned or operated by such Company)
or a corporate predecessor in interest for which any of the Companies would be
liable, or at any disposal or treatment facility which received Hazardous
Materials generated by any of the Companies or any corporate predecessor in
interest for which any of the Companies would be liable; (vi) none of the
Companies have received written notice and none of the Companies has Knowledge
of any Environmental Claims against any facilities that may have received
Hazardous Materials generated by any of the Companies or any corporate
predecessor in interest for which the any Companies would be liable; and (vii)
the Shareholders have delivered to, or made available for review by, Buyer true
and complete copies of all environmental reports, studies, investigations or
correspondence regarding any environmental liabilities of the


                                       25
<PAGE>   32


Companies or any environmental conditions at any property operated by any of the
Companies or any corporate predecessor in interest for which any of the
Companies would be liable, which are in possession of any of the Companies.

         4.17 INSURANCE. SCHEDULE 4.17 contains a true and complete list of all
insurance policies, and formal self insurance programs, and other forms of
insurance and all fidelity bonds held by or applicable to any of the Companies
and its properties, assets, operations, employees or Employee Benefit Plan
fiduciaries. The Shareholders have maintained insurance for the benefit of the
Companies and its Employees, in coverages and amounts believed by the
Shareholders to be customary in the industry and which are believed adequate in
the reasonable judgment of the Shareholders. Such insurance shall be in effect
until the Closing Date. After that time, the Buyer will be responsible for
obtaining any and all insurance for the Companies and its Employees.

         4.18 ACCOUNTS RECEIVABLE. All trade and other accounts, notes and loans
receivable that have been recorded on the books of any of the Companies are
valid and bona fide obligations due to such Company, represent amounts validly
due such Company, have arisen in the Ordinary Course of Business, and all such
accounts receivable (net of reserves set forth on the Company's balance sheet
included in the such Company's Financial Statements or Interim Financial
Statements for such specific account or accounts in the Ordinary Course of
Business) will have been collected in full within 180 days after the earlier of
the date each such account receivable is due or the Closing Date. The Companies
have no Knowledge of facts or circumstances (other than general market
conditions) that would result in any material increase in the uncollectibility
of such receivables as a class in excess of the reserves set forth in respective
Financial Statements or Interim Financial Statements of each Company. Set forth
on SCHEDULE 4.18(I) is a true, complete and accurate aging of all of the
Companies accounts receivable included as part of this transaction. All of such
accounts, notes, and loans receivable are free and clear of any Liens (other
than Permitted Liens), or other charges; none of such accounts, notes, or loans
receivable are subject to any offsets ; and none of the obligors of such
accounts, notes, or loans receivable have given notice that they will or may
refuse to pay the full amount thereof or any portion thereof. Except as set
forth on SCHEDULE 4.18(II) attached hereto, since March 31, 2001, the Companies
have collected accounts receivable only in accordance with its regular
collection practices and has not granted any rebates, discounts, advances or
allowances to any customers and has not otherwise sold, discounted or disposed
of any accounts receivable.

         4.19 REAL PROPERTY AND LEASES.

                  (a)      Set forth on SCHEDULE 4.19(i) is a complete and
                           correct list of all real properties owned or leased
                           by the Companies. The Companies have delivered or
                           caused to be delivered true, complete and correct
                           copies of all documents evidencing the ownership or
                           the lease by the Companies of the owned or leased
                           properties reflected in SCHEDULE 4.19(i). The
                           Companies


                                       26
<PAGE>   33


                           have good and marketable title to all its real
                           properties, free and clear of all Liens (except for
                           Permitted Liens). No covenants, easements,
                           rights-of-way, or regulations of record impair in any
                           material respect the uses of the respective
                           properties of the Companies for the purposes for
                           which they are now operated. The operation of the
                           properties and business of the Companies in the
                           manner in which they are now and have been operated
                           does not violate in any material respect any zoning
                           ordinances, municipal regulations, or other rules,
                           regulations, or laws. The Shareholders made available
                           to Buyer true and complete copies of all surveys,
                           appraisals and title insurance policies relating to
                           its leased real properties.

                  (b)      SCHEDULE 4.19(ii) contains a complete and correct
                           list of all real property leases and any and all
                           amendments thereto relating to the leased real
                           property to which the Companies are a party or is
                           bound (the "Real Property Leases"). The Companies
                           have made available to Buyer correct and complete
                           copies of the Real Property Leases. Each of the Real
                           Property Leases (i) is in full force and effect, (ii)
                           is a legal, binding obligation of the respective
                           Companies and each party thereto, and (iv) is
                           enforceable against the landlord which is a party
                           thereto in accordance with its respective terms
                           except as may be limited by bankruptcy, insolvency,
                           moratorium, receivership, conservatorship,
                           reorganization or similar laws affecting the rights
                           of creditors generally or equitable principles
                           limiting the right to obtain specific performance or
                           other similar relief. None of the buildings and
                           structures located on real property, used in or held
                           for the Business violate any restrictive covenants or
                           any terms of the Real Property Leases applicable to
                           such real property, or encroach on any property owned
                           by others which violation or encroachment would have
                           a Material Adverse Effect at the relevant location.
                           No condemnation proceeding is pending or to Knowledge
                           of the Shareholders or any of the Companies,
                           threatened, that would preclude or impair in any
                           material respect the use of the real property for the
                           uses for which it is currently being used. No party
                           to any Real Property Lease has repudiated any
                           provision thereof and there are no disputes, oral
                           agreements, or forbearance programs in effect as to
                           the Real Property Leases and none of the Companies
                           has assigned, transferred, subleased, or conveyed any
                           interest in such leases. No notices of default or
                           notices of termination have been received by any of
                           the Companies with respect to the Real Property
                           Leases which have not been withdrawn or canceled and
                           none of the Companies is, and to the Knowledge of the
                           Shareholders or any of the Companies, no other party
                           is, in default under any Real Property Lease.


                                       27
<PAGE>   34



         4.20 TITLE TO ASSETS AND PROPERTIES, CONDITION AND SUFFICIENCY OF
ASSETS.

                  (a)      The Companies own good and marketable title to or
                           leasehold interests in all of their tangible assets
                           and properties, free and clear of all Liens, (except
                           Permitted Liens). The assets and properties owned or
                           leased by the Companies are in good condition, repair
                           and working order (subject to normal wear and tear
                           consistent with the age of the assets and
                           properties), and suitable for the uses for which they
                           have been used by the Companies.

                  (b)      Except as set forth on SCHEDULE 4.20, the properties
                           and the assets owned by the Companies that are used
                           by any of the Companies to provide administrative
                           services to the Companies are owned solely by the
                           Companies and the related operations have been
                           conducted solely by the Companies. The Companies own
                           or have valid leasehold interests in all of the
                           properties and assets which are used in the business
                           of the Companies, or are necessary to conduct the
                           business of the Companies (including, but not limited
                           to, such assets as are necessary for the operation of
                           the Business), in substantially the same manner as
                           currently conducted, except for assets or services
                           used by businesses generally such as the Internet,
                           the public telephone network, and public utilities.
                           Neither the Shareholders nor any of their Affiliates
                           other than the Companies owns any right, title or
                           interest in or to the properties or assets used or
                           held for use in connection with the business or
                           operations of the Companies.

         4.21 UNDISCLOSED LIABILITIES. Except as and to the extent specifically
reflected in the Financial Statements and the Interim Financial Statements,
there were, as of the respective dates thereof, and there are, as of the
Effective Time, no liabilities, indebtedness or obligations (whether absolute or
contingent, secured or unsecured, asserted or unasserted, due or to become due)
against, relating to or affecting any of the Companies that (i) is required to
be reflected in such Financial Statement or Interim Financial Statement, or (ii)
that could, individually or in the aggregate, have a Material Adverse Effect.
Since the date of the most recent Interim Financial Statement, none of the
Companies have incurred any liabilities, indebtedness or obligations (whether
absolute or contingent, secured or unsecured, asserted or unasserted, due or to
become due) other than liabilities, indebtedness and obligations incurred after
such date in the Ordinary Course of Business consistent with past practice.

         4.22 CUSTOMERS AND SUPPLIERS.

                  (a)      Except as set forth on SCHEDULE 4.22(a), (a) all
                           Material Customers continue to be customers or
                           licensees of the Company and none of such Material
                           Customers have reduced materially its business with
                           the


                                       28
<PAGE>   35


                           Company from the levels achieved during the year
                           ended March 31, 2001 and none of the Shareholders, or
                           the Companies have any reason to believe that any
                           such reduction will occur; (b) none of the Companies
                           are involved in any Claim, dispute or controversy
                           with any such Companies Material Customers other than
                           Claims, disputes or controversies arising in the
                           Ordinary Course of Business which would not have a
                           Material Adverse Effect; and (c) none of the
                           Companies is involved in any Claim, dispute or
                           controversy with any of its other customers or
                           licensees or any of its suppliers or licensors which
                           would have a Material Adverse Effect.

                  (b)      Set forth on SCHEDULE 4.22(b) is a list of the 6
                           suppliers that accounted for the largest dollar
                           volume of purchases by each of the Companies (paid in
                           U.S. dollars) for the five month period ended May 31,
                           2001 (each, a "Material Supplier"). No Material
                           Supplier has canceled or otherwise terminated, or to
                           the Knowledge of the Companies threatened to cancel
                           or otherwise terminate, its relationship with any of
                           the Companies during the twelve months immediately
                           preceding the date hereof, or has during such period
                           materially decreased, or threatened to materially
                           decrease or materially limit, its services, supplies
                           or materials to any of the Companies. None of the
                           Companies has received any notice during the twelve
                           months immediately preceding the date hereof that any
                           material supplier intends to cancel or otherwise
                           materially modify its relationship with any of the
                           Companies or to materially decrease or materially
                           limit its services, supplies or materials to any of
                           the Companies.

         4.23 COMPLIANCE WITH LAWS. Except as set forth in SCHEDULE 4.23, each
of the Companies has complied in all respects, and is in compliance in all
respects, with all Laws or other requirements of any Governmental Authority, and
no written notice has been received by any of the Companies alleging any
violation, except where such failure to comply with the Law would not have a
Material Adverse Effect.

         4.24 NO BROKERS', FINDERS' OR INSIDER FEES. No Person has, or
immediately following the consummation of the transactions contemplated hereby
will have, as a result of any act or omission of the Shareholders or the
Companies, any right, interest, or valid claim against the Companies or the
Buyer for any commission, fee or other compensation as a finder or broker in
connection with the transactions contemplated by the Agreement, nor are there
any fees or any payments or promises of payment, however characterized, which
have been paid or which are or may become payable in connection with the
transactions contemplated hereby to the Companies or any director, officer or
employee of the Companies, or any Affiliate of any of the foregoing.



                                       29
<PAGE>   36


         4.25 INTERESTS IN CLIENTS, CUSTOMERS, ETC.

         Except as set forth on SCHEDULE 4.25:

         (a)      No agreement or transaction between any of the Companies and
                  any Related Party has been entered into which, if not
                  existing, would have resulted in a Material Adverse Effect or,
                  irrespective of whether such would result in a Material
                  Adverse Effect, will continue after the Closing Date;

         (b)      To the Knowledge of the Companies, no Related Party is a
                  director or officer of, or has any direct or indirect interest
                  in (other than the ownership of not more than 5% of the
                  publicly traded shares of), any person or entity which is a
                  client, customer, lessee, lessor, supplier, vendor, landlord,
                  debtor, creditor, sales representative or competitor of any of
                  the Companies;

         (c)      No Related Party owns or has any interest in, directly or
                  indirectly, in whole or in part, any tangible or intangible
                  property used in the conduct of the business of the Companies;

         (d)      Other than amounts owed to the Shareholders pursuant to any
                  intercompany debts, or expense advance reimbursements in the
                  ordinary course of business, no Affiliate of any of the
                  Companies (other than the Company Subsidiaries) owes any money
                  to, nor is any such Affiliate owed any money by, any of the
                  Companies;

         (e)      None of the Companies have, directly or indirectly, guaranteed
                  or assumed any indebtedness for borrowed money or otherwise
                  for the benefit of any Related Party.

         4.26 PRODUCT AND SERVICE WARRANTY AND PRODUCT AND SERVICE LIABILITY.
Except as set forth on SCHEDULE 4.26, there are no product or service warranty
or product or service liability Claims pending or, to the Knowledge of the
Shareholders of the Companies, threatened against the Companies and, to the
Knowledge of the Shareholders of the Companies, there is no state of facts or
the occurrence of any event forming the basis for any such product or service
warranty, product or service liability or other tort claim except for those
which would not have a Material Adverse Effect. The Companies have provided the
Buyer with a complete and accurate list of all warranty information provided to
or relied upon by its customers.

         4.27 EMPLOYEE BENEFIT PLANS; ERISA; WARN ACT.

                  (a)      BENEFIT PLANS. SCHEDULE 4.27(a) contains a list and
                           brief description of each "employee pension benefit
                           plan" (as defined in Section 3(2) of



                                       30
<PAGE>   37

                           ERISA to the extent applicable, or any Comparable
                           Foreign Law, to the extent applicable, hereinafter a
                           "Pension Plan"), "employee welfare benefit plan" (as
                           defined in Section 3(1) of ERISA or any Comparable
                           Foreign Law, hereinafter a "Welfare Plan"), stock
                           option, stock purchase, stock appreciation right,
                           incentive, deferred compensation plan or arrangement,
                           and other employee fringe benefit plan or arrangement
                           maintained, contributed to or required to be
                           maintained or contributed to by the Companies or any
                           other person or entity that, together with the
                           Companies, is treated as a single employer under
                           Section 414(b), (c), (m) or (o) of the Code or any
                           Comparable Foreign Law (each an "ERISA Affiliate")
                           for the benefit of any present or former officers,
                           employees, directors or independent contractors of
                           the Companies (all the foregoing being herein called
                           "Benefit Plans"). Except for the Benefit Plans
                           disclosed on SCHEDULE 4.27(a), the Companies do not
                           maintain, contribute to or have an obligation to
                           contribute to any Employee Plan (as defined in
                           Section 3(3) of ERISA or any similar provision of any
                           applicable Law or Comparable Foreign Law, to the
                           extent applicable), 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 the Companies nor
                           have the Companies or any officer or director of the
                           Companies taken any action directly or indirectly to
                           obligate the Companies to institute any such employee
                           benefit plan.

                  (b)      The Companies do not have any liability with respect
                           to any plans, arrangements or practices of the type
                           described in the preceding Subsection 4.27(a). Except
                           as disclosed on SCHEDULE 4.27(b)(i), (i) all
                           contributions to, and payments from, the Benefit
                           Plans that may have been required to be made in
                           accordance with the terms of the Benefit Plans, any
                           applicable collective bargaining agreement and, when
                           applicable, Section 302 of ERISA or Section 412 of
                           the Code or any Comparable Foreign Law, have been
                           timely made; (ii) there has been no application for
                           or waiver of the minimum funding standards imposed by
                           Section 412 of the Code or any Comparable Foreign Law
                           with respect to any Benefit Plan that is a Pension
                           Plan (hereinafter a "Company Pension Plan"); and
                           (iii) no Company Pension Plan had an "accumulated
                           funding deficiency" within the meaning of Section
                           412(a) of the Code or any Comparable Foreign Law as
                           of the end of the most recently completed plan year.
                           All such contributions to, and payments from, the
                           Benefit Plans, except those payments to be made from
                           a trust qualified under Section 401(a) of the



                                       31
<PAGE>   38



                           Code or any Comparable Foreign Law, for any period
                           ending before the Closing Date that are not yet, but
                           will be required to be made, will be properly accrued
                           and reflected in the Financial Statements. Except as
                           disclosed in SCHEDULE 4.27(b)(ii), neither the
                           Company nor any ERISA Affiliate has incurred any
                           liability to a Pension Plan (other than for
                           contributions not yet due) or to the Pension Benefit
                           Guaranty Corporation or any comparable foreign
                           Governmental Authority (other than for the payment of
                           premiums not yet due) that, when aggregated with
                           other such liabilities, would result in a material
                           liability to the Companies, which liability has not
                           been fully paid as of the date hereof. The
                           Shareholders have delivered or made available to
                           Buyer or its counsel true, complete and correct
                           copies of (i) each Benefit Plan (or, in the case of
                           any unwritten Benefit Plans, descriptions thereof),
                           (ii) the most recent annual report on Form 5500 filed
                           with the Internal Revenue Service or any comparable
                           foreign Governmental Authority with respect to each
                           Benefit Plan (if any such report was required by
                           applicable law), (iii) the most recent summary plan
                           description for each Benefit Plan for which such a
                           summary plan description is required by applicable
                           law, (iv) each trust agreement and insurance or
                           annuity contract relating to any Benefit Plan, and
                           (v) any other documents, forms or other instruments
                           relating thereto reasonably requested by the Buyer.
                           Each Benefit Plan of the Company (i) has been
                           administered and maintained in compliance with all
                           Laws and Orders, including, without limitation, ERISA
                           and the Code or any Comparable Foreign Law, of all
                           Governmental Authorities in all material respects,
                           and (ii) has been administered in accordance with the
                           terms of the applicable plan documents in all
                           material respects. Except as disclosed in SCHEDULE
                           4.27(b)(iii), all reports, returns and similar
                           documents with respect to the Benefit Plans required
                           to be filed with any governmental agency or
                           distributed to any Benefit Plan participant have been
                           duly and timely filed or distributed.

                  (c)      Except as disclosed on SCHEDULE 4.27(c), the
                           Companies have not made any promise, guarantee or
                           commitment (whether written or oral) to an employee,
                           director or officer of the Companies or any former
                           employee, director or officer of the Companies, to
                           provide, and is under no obligation or liability to
                           provide, (i) medical benefits (including through
                           insurance) to retirees of the Companies or their
                           dependents or (ii) life insurance or other death
                           benefits (including through insurance) to retirees of
                           the Companies or their dependents. To the Knowledge
                           of the Shareholders the Companies have not made any
                           representation (whether written or oral) to an
                           employee, director or officer of the Companies or any
                           former employee,


                                       32
<PAGE>   39


                           director or officer of the Companies, promising or
                           guaranteeing any coverage under any Welfare Plan for
                           any period of time after the termination of such
                           employee or officer's employment with the Companies,
                           other than as permitted by the Companies under
                           Section 4980B of the Code or any Comparable Foreign
                           Law.

                  (d)      No Employee Plan of the Companies (i) is or at any
                           time was subject to Title IV of ERISA or any
                           Comparable Foreign Law, or (iii) is or at any time
                           was subject to the minimum funding standards of
                           Section 302 of ERISA or Section 412 of the Code or
                           any Comparable Foreign Law or (iv) is or at any time
                           was a "multi-employer plan" within the meaning of
                           Section 3(37) or 4001(a)(13) of ERISA, or Section
                           414(f) of the Code or any Comparable Foreign Law, or
                           a "multiple employer plan" within the meaning of
                           Section 413(c) of the Code or any Comparable Foreign
                           Law. Neither the Companies, nor any or any other
                           person or entity that, together with the Companies,
                           is treated as a single employer under Section 414(b),
                           (c), (m) or (o) of the Code or any Comparable Foreign
                           Law, has contributed to or been obligated to
                           contribute to a "multi-employer plan" (as defined in
                           Section 4001(a)(3) of ERISA or any Comparable Foreign
                           Law) during the past five years. No trade or business
                           is or, at any time within the past six years, has
                           been, treated, together with the Companies as a
                           single employer under Section 414 of the Code or
                           Section 4001 of ERISA or any Comparable Foreign Law.

                  (e)      Except as disclosed on SCHEDULE 4.27(e), each Company
                           Pension Plan of the Company intended to be qualified
                           under Sections 401(a) and 501(a), respectively, of
                           the Code or any Comparable Foreign Law is so
                           qualified and has heretofore been the subject of a
                           determination letter from the Internal Revenue
                           Service or applicable foreign Governmental Authority
                           to the effect that such Company Pension Plan is
                           qualified and exempt from Federal income taxes under
                           Sections 401(a) and 501(a), respectively, of the Code
                           or any Comparable Foreign Law (or will be the subject
                           of such a favorable determination letter within the
                           remedial amended period established under section
                           401(b) of the Code or any Comparable Foreign Law); no
                           such determination letter has been revoked, and, to
                           the Knowledge of the Shareholders, revocation has not
                           been threatened; and such Company Pension Plan has
                           not been amended since the effective date of its most
                           recent determination letter in any respect that might
                           adversely affect its qualification or materially
                           increase its cost. The Shareholders have delivered or
                           made available to Buyer a copy of the most recent
                           determination letter received with respect to each
                           Company Pension Plan


                                       33
<PAGE>   40


                           for which such a letter has been issued, as well as a
                           copy of any pending application for a determination
                           letter. The Shareholders have also provided to Buyer
                           a list of all Company Pension Plan amendments as to
                           which a favorable determination letter has not yet
                           been received. No event has occurred that could
                           subject any Company Pension Plan to tax under Section
                           511 of the Code or any Comparable Foreign Law.

                  (f)      The list of Welfare Plans in SCHEDULE 4.27(f)(i)
                           discloses whether each Welfare Plan is (i) unfunded,
                           (ii) funded through a "welfare benefit fund", as such
                           term is defined in Section 419(e) of the Code or any
                           Comparable Foreign Law, or other funding mechanism or
                           (iii) insured. Each such Welfare Plan may be amended
                           or terminated without material liability to the
                           Companies at any time after the Closing Date. Each
                           group health plan (as such term is defined in Section
                           5000(b)(I) of the Code or any Comparable Foreign Law)
                           maintained or contributed to, currently or in the
                           past, by the Companies(or any other corporation or
                           trade or business the employees of which, together
                           with the employees, are required by the Code or any
                           Comparable Foreign Law 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 or any Comparable
                           Foreign Law. Except as disclosed on SCHEDULE
                           4.27(f)(ii), the Companies have not incurred any
                           liability under FAS 106 or FAS 112 or any comparable
                           international accounting standard.

                  (g)      With respect to any insurance policy that has, or
                           does, provide funding for benefits under any Employee
                           Plan, (i) there is no liability of the Companies, 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 such insurance policy was terminated on
                           the date hereof, and (ii) no insurance company
                           issuing any such policy is in receivership,
                           conservatorship, liquidation or similar proceeding
                           and, to Knowledge of the Shareholders, no such
                           proceedings with respect to any insurer are imminent.

                  (h)      The execution and delivery of the Agreement, and the
                           performance of the transactions contemplated thereby,
                           will not (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 the Companies to any present or
                           former officer, employee, director, shareholder or
                           consultant, or former employee (or dependents of any
                           thereof), or (ii) accelerate the time


                                       34
<PAGE>   41


                           of payment or vesting, or increase the amount, of
                           compensation due to any employee, officer, director,
                           shareholder or consultant of the Companies.

                  (i)      All contributions, transfers, and payments by the
                           Companies in respect of any Employee Plan have been
                           or are fully deductible under the Code or any
                           Comparable Foreign Law.

                  (j)      No Employee Plan provides benefits to any individual
                           who is not a current or former employee of the
                           Companies or the dependents or other beneficiaries of
                           any such current or former employee.

                  (k)      Other than routine claims for benefits, there is no
                           pending or to the Shareholders' Knowledge, threatened
                           assessment, complaint, proceeding, investigation,
                           termination proceeding, or other claim, suit or
                           proceeding (each, a "Benefits Claim") of any kind in
                           any court or government agency against, with respect
                           to, or involving any Benefit Plan or asserting any
                           rights or claims to benefits under any Benefit Plan
                           that could give rise to any material liability.

                  (l)      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 the Companies prior to
                           the Closing will have been paid, made or accrued on
                           or before the Closing.

                  (m)      The Companies have reserved all rights necessary to
                           amend or terminate each of the Employee Plans without
                           the consent of any other Person.

                  (n)      None of the Companies (i) has made any payments, (ii)
                           is obligated to make any payments, or (iii) is a
                           party to any agreement that could obligate it to make
                           any payments that will not be deductible under
                           Section 280G of the Code or any Comparable Foreign
                           Law.

                  (o)      SCHEDULE 4.27(o)(i) sets forth a complete and
                           accurate list of all employees or former employees of
                           the Companies who have been suspended, terminated,
                           laid-off, granted any leave of absence or otherwise
                           placed in any non-active status during the ninety day
                           period ending on the date hereof. The Companies have
                           not incurred any material liability or obligation
                           under the WARN Act or any similar foreign laws, which
                           remains unpaid or unsatisfied. Except as set forth on
                           SCHEDULE 4.27(o)(ii), the Companies have taken no
                           actions that could be construed as a "plant closing"
                           or "mass layoff" within the meaning of the WARN Act
                           or any


                                       35
<PAGE>   42


                           other applicable foreign Law during the 360 day
                           period ending on the Closing Date.

                  (p)      SCHEDULE 4.27(p) discloses whether: (i) any
                           "prohibited transaction" (as defined in Section 4975
                           of the Code or Section 406 of ERISA or any Comparable
                           Foreign Law) has occurred that involves the assets
                           of any Benefit Plan; (ii) any prohibited transaction
                           has occurred that could subject the Companies or any
                           employee, or, to the Knowledge of the Shareholders, a
                           trustee, administrator or other fiduciary of any
                           trust created under any Benefit Plan to the tax or
                           penalty on prohibited transactions imposed by Section
                           4975 of ERISA or the sanctions imposed under Title I
                           of ERISA or any Comparable Foreign Law; (iii) any of
                           the Companies Pension Plans has been terminated or
                           has been the subject of a "reportable event" (as
                           defined in Section 4043 of ERISA and the regulations
                           thereunder or any Comparable Foreign Law); and (iv)
                           the Companies or to the knowledge of the Shareholders
                           the trustee, administrator or other fiduciary of any
                           Benefit Plan or any agent of any of the foregoing has
                           engaged in any transaction or acted in a manner that
                           could, or failed to act so as to, subject the
                           Companies to any liability for breach of fiduciary
                           duty under ERISA or any other applicable foreign Law.

                  (q)      None of the Company Pension Plans is a "defined
                           benefit pension plan" (as defined in Section 3(35) of
                           ERISA or any Comparable Foreign Law).

                  (r)      Except as disclosed in SCHEDULE 4.27(r), neither the
                           Companies nor any ERISA Affiliate has (i) engaged in
                           a transaction described in Section 4069 of ERISA or
                           any Comparable Foreign Law or (ii) acted in a manner
                           that could, or failed to act so as to, result in
                           fines, penalties, taxes or related charges under
                           Section 502(c), (i) or (l) of ERISA, Section 4071 of
                           ERISA or Chapter 43 of the Code or any Comparable
                           Foreign Law, that could subject the Companies to any
                           material liability at any time after the date hereof.

         4.28 BANK ACCOUNTS; LOCK BOXES. Except for bank accounts, lockboxes or
safe deposit boxes maintained by National City Corporation that do not relate to
the operations of the Business, set forth on SCHEDULE 4.28 is a true and
complete list of (i) all bank accounts used by any of the Companies in
connection with the Business, including a list of all persons with signature
authority with respect thereto and such bank accounts constitute all of the bank
accounts of the Companies, and (ii) all banks or other financial institutions
with which any of the Companies maintains a lock box or safe deposit box showing
the names of all persons with signature authority or who are otherwise
authorized to act or deal in connection therewith.


                                       36
<PAGE>   43


         4.29 AGENTS. Except as set forth on SCHEDULE 4.29, none of the
Companies has designated or appointed any person or other entity to act for it
or on its behalf pursuant to any power of attorney or any agency which is
presently in effect (other than such of the Company's directors, officers and
employees to whom the Company has given the authority to act for the Company in
the ordinary course of its business).

         4.30 COMMISSION SALES CONTRACTS. None of the Companies employs or has
any relationship with any individual, corporation, partnership, or other entity
whose compensation from such Company is in whole or in part determined on a
commission basis.

         4.31 SUBSIDIARIES.

         Except for the Company Subsidiaries, neither the Company nor any of the
Company Subsidiaries has, directly or indirectly, (or possess any options or
other rights to acquire) any subsidiaries or any direct or indirect ownership
interests in any person, business, corporation, partnership, association, joint
venture, trust, or other entity.

         4.32 BOOKS AND RECORDS.

         The minute books and records of each of the Companies contain a true,
complete and correct record of all actions taken at all meetings and by all
written consents in lieu of meetings of the respective Board of Directors of
such Company, or any committees thereof, and stockholders of such Company. The
stock ledger and related stock transfer records of each of the Companies
contains a true, complete and correct record of the original issuance, transfer
and other capitalization matters of the capital stock of such Company. The
accounting, financial reporting, tax and business books and records of each of
the Companies (i) accurately and fairly reflect in all material respects the
business and condition of such Company and the transactions and the assets and
liabilities of such Company with respect thereto, and (ii) have been maintained
in all material respects in accordance with good business and bookkeeping
practices. Without limiting the generality of the foregoing, to the Knowledge of
the Companies none of the Companies has engaged in any transaction with respect
to its business or operations, maintained any bank account therefor or used any
funds of such Company in the conduct thereof except for transactions, bank
accounts and funds that have been and are reflected in the normally maintained
Books and Records of the business of such Company.

         4.33 INFORMATION FURNISHED.

         The Shareholders have made available to Buyer and its directors,
officers, employees, counsel, Affiliates, representatives, financing sources,
customers, creditors, accountants and auditors, true and correct copies of all
agreements, documents, and other items listed on the schedules to this Agreement
and all Books and Records of the Companies and neither this Agreement, the
schedules hereto, nor any information, agreements, or documents delivered to or



                                       37
<PAGE>   44


made available to Buyer or its officers, attorneys, accountants, Affiliates and
representatives pursuant to this Agreement contain any untrue statement of a
material fact or taken as a whole, omit any material fact necessary to make the
statements herein or therein, as the case may be, not misleading.

         4.34 DIRECTORS AND OFFICERS.

         SCHEDULE 4.34 lists all of the directors and officers each of the
Companies.



                                   SECTION 5
                   REPRESENTATIONS AND WARRANTIES OF THE BUYER
                   -------------------------------------------

         The Buyer represents and warrants to the Shareholders that the
statements contained in this Section 5 are true and correct as of the date
hereof and will be true and correct as of the Effective Time as though made
then:

         5.1 INVESTMENT INTENT. The Shares are being purchased for Buyer's own
account and not with the view to, or for resale in connection with, any
distribution or public offering thereof within the meaning of the Securities Act
of 1933, as amended.

         5.2 ORGANIZATION, POWER AND AUTHORITY. The Buyer is a corporation duly
organized, validly existing and in good standing under the laws of the Nevada
and has the corporate power and authority to own, operate and carry on its
business as presently being conducted. The Buyer is duly qualified to do
business and is in good standing in each jurisdiction in which the nature of the
Buyer's business or location of its properties makes such qualification
necessary except where such qualification if not obtained, would not have a
Material Adverse Effect.

         5.3 AUTHORIZATION AND EXECUTION. The Buyer has all requisite corporate
power and authority to execute and deliver this Agreement and each other Related
Writing (the "Transaction Documents") to which it is a party, to perform its
obligations thereunder, and to complete the transactions contemplated hereby and
thereby. The execution, delivery and performance by the Buyer of each
Transaction Document to which the Buyer is a party have been duly authorized by
all necessary corporate action on the part of the Buyer, and no other corporate
action on the part of the Buyer is necessary with respect thereto. Each
Transaction Document (i) has been duly executed and delivered by the Buyer (ii)
constitutes a legal, valid and binding obligation of the Buyer, enforceable
against the Buyer in accordance with its terms.

         5.4 NO BREACH.


                                       38
<PAGE>   45


Except as set forth on SCHEDULE 5.4, neither the execution and delivery of the
Transaction Documents by the Buyer, nor the performance by any such entity of
its obligations thereunder will:

                  (a)      violate, conflict with or result in a breach of any
                           Law or Order;

                  (b)      violate, conflict with or result in a breach of such
                           entity's Certificate of Incorporation and Bylaws, as
                           applicable;

                  (c)      (i) violate, conflict with or result in a breach or
                           termination of any Contract, give any contracting
                           party additional rights or compensation under, or the
                           right to terminate or accelerate or increase the
                           maturity of any payment date thereunder, (ii)
                           constitute (with notice or lapse of time, or both) a
                           default under the terms of any Contract to which or
                           the Buyer is a party, or by which any of the assets
                           or properties of the Buyer is bound, except where
                           such default would not have a Material Adverse Effect
                           upon the properties or assets of the Buyer, (iii)
                           result in the creation or imposition of any Lien upon
                           any property or asset of the Buyer, (iv) trigger any
                           charge, payment, or requirement of consent respect,
                           or (v) result in the creation or imposition of any
                           Lien with respect to, or otherwise have a Material
                           Adverse Effect upon, or any of the properties or
                           assets of the Buyer.

         5.5 NO BROKERS', FINDERS' OR INSIDER FEES. No Person has, or
immediately following the consummation of the transactions contemplated hereby
will have, as a result of any act or omission of the Buyer, any right, interest,
or valid claim against the Shareholders for any commission, fee or other
compensation as a finder or broker in connection with the transactions
contemplated by the Agreement, nor are there any fees or any payments or
promises of payments, however characterized, which have been paid or which are
or may become payable in connection with the transactions contemplated hereby to
the Buyer or any director, officer, or employee of the Buyer or any Affiliate of
any of the foregoing.

         5.6 CONSENTS. Except as set forth on SCHEDULE 5.6, no consent, notice
to or declaration, filing or registration with, approval or authorization, or
other action of any third party or Governmental Authority is required in
connection with the execution and delivery by the Buyer of any Transaction
Document or the consummation of the transactions contemplated thereby, except
where the failure to obtain a consent, approval or authorization of any third
party or Governmental authority would not have a Material Adverse Effect on the
ability of the Buyer to consummate the transactions contemplated by the
Agreement.

         5.7 FINANCING. The Buyer has sufficient funds available to satisfy
Buyer's obligation to pay the Purchase Price.



                                       39
<PAGE>   46

                                   SECTION 6
                              PRE-CLOSING COVENANTS
                              ---------------------

         6.1 GENERAL. Each of the parties shall use its reasonable efforts to
take all action and to do all things necessary, proper, or advisable in order to
consummate and make effective the transactions contemplated by the Agreement.

         6.2 OPERATIONS OF BUSINESS. Without the prior written consent of the
Buyer, from the date hereof to the Effective Time, none of the Companies shall,
except as required or expressly permitted pursuant to the terms of the
Agreement, make any material change in the conduct of the Business or enter into
any transaction other than in the Ordinary Course Of Business consistent with
past practices and shall continue to conduct the Business in the Ordinary Course
of Business consistent with past practice. Each of the Companies shall use
commercially reasonable efforts to preserve substantially intact, the Business,
to keep available the services of its key officers and employees and to preserve
the goodwill of each business relationship affecting the Business.

         6.3 ACCESS. Each of the Shareholders shall permit representatives of
the Buyer to have reasonable access to all customers and customer information,
premises, properties, personnel, books, records (including tax records),
contracts and documents of or pertaining to the Companies; provided, however,
such access is reasonably necessary to perform its due diligence review in
connection with the Agreement.

         6.4 NOTICE OF DEVELOPMENTS. Each of the Shareholders shall promptly
notify the Buyer in writing of any development in the Business or prospects of
any of the Companies which would be outside the Ordinary Course of Business, or
which, if existing or occurring after the date of the Agreement, would have been
required to be set forth or described in the Schedules attached hereto. No such
supplement or amendment shall have the effect of curing any inaccuracy or
misrepresentation in any representation or warranty in the Agreement, unless, in
its sole and absolute discretion, the Buyer elects in writing to waive such
inaccuracy or misrepresentation.

         6.5 PRESS RELEASE AND ANNOUNCEMENTS. No party will issue any press
release or announcement (whether internal or external) relating to the subject
matter of the Agreement or the transactions contemplated hereunder without the
prior approval of the other party; provided that any party may make any public
disclosure it believes in good faith is required by Law or the rules of any
national securities exchange or any automated inter-dealer quotation system on
which the securities of either party (or any Affiliate thereof) are listed or
admitted for trading (in which case the disclosing party will advise the other
party prior to making such disclosure).

         6.6 PAYROLL AND EMPLOYEE EXPENSES; OTHER PRE-CLOSING EXPENSES. To the
extent not paid or accrued for by the Companies in the Ordinary Course of
Business through the Closing


                                       40
<PAGE>   47


Date, Shareholders shall be responsible for all payroll and related costs and
expenses of the Employees including, but not limited to gross payroll, taxes
withholdings, any benefits for employees, any employment related taxes and
charges and third party service fees through and including the Closing Date.

         6.7 CORPORATE RECORDS OF THE COMPANIES Shareholders and the Company
shall take all action and do all things necessary or proper to ensure that the
corporate records of the Companies are in order and properly reflect the
ownership of all of the outstanding shares of capital stock of each of the
Companies as stated in the Recitals hereto.

         6.8 ASSIGNMENT OF CONTRACTS Shareholders and the Company shall have
provided to Buyer all evidence of each assignment of a Contract with a Material
Customer to NPC International (Barbados) Limited, including but not limited to
consents and/or notices that are required by a Contract.

                                   SECTION 7
                             POST-CLOSING COVENANTS
                             ----------------------

         7.1 GENERAL. If at any time after the Closing any further action is
necessary or desirable to carry out the purposes of the Agreement, all of the
parties shall take such further action (including the execution and delivery of
such further instruments and documents) as any other party may reasonably
request. Furthermore, if at any time after the Closing, Buyer shall consider or
be advised that any further deeds, assignments, conveyances, transfers or
assurances in law, or any further acts, action or thing is necessary,
appropriate or desirable to (i) transfer to Buyer any right, title or interest
of the Shareholders, of record or otherwise, in or to the Shares, (ii) vest,
perfect or conform of record such transfer, or (iii) otherwise carry out the
other purposes of this Agreement, Company Parent, shall at its cost and expense,
promptly take, or cause to be taken, all further actions and do, or cause to be
done, all things (including without limitation the execution, delivery and
recording of such further instruments deeds, assurances in law and documents of
assignment, conveyance and transfer) as may be reasonably requested by Buyer.

         7.2 TRANSFER TAXES. Provided that the Company and NPC International
(Barbados) Limited are duly licensed as international business companies under
applicable Barbados law as of the Closing Date, the Buyer shall pay all stock
transfer, sales, use, value added, custom duties and other similar taxes and
fees in respect of the sale of the Shares or otherwise arising out of the
transactions contemplated by the Agreement. Otherwise, it shall be the
responsibility of the Shareholders to pay any such taxes and fees.

         7.3 LITIGATION SUPPORT. In the event and for so long as any party
actively is contesting or defending against any action, suit, proceeding,
hearing, investigation, charge, complaint, claim, or demand of third parties
after the Closing in connection with (i) any


                                       41
<PAGE>   48


transaction contemplated by the Agreement or (ii) any fact, situation,
circumstances, status, condition, activity, practice, plan, occurrence, event,
incident, action, failure to act, or transaction on or prior to the Closing
involving any of the Companies, each of the other parties shall cooperate in the
defense or contest, make available their personnel, and provide such testimony
and access to their books and records as shall be necessary in connection with
the defense or contest, all at the sole cost and expense of the contesting or
defending party (unless the contesting or defending party is entitled to
indemnification therefor pursuant to Section 7 of the Agreement).

         7.4 DISPUTES. If the parties are unable to resolve any disagreement,
dispute, controversy or claim that may arise out of the transactions
contemplated by this Agreement, including, without limitation, the failure to
agree upon any item requiring a mutual agreement of the parties hereunder, they
shall resolve the disagreement or dispute as follows:

                  (a)      Shareholders may refer the matter to the Chief
                           Financial Officer of Parent or any other executive
                           officer as the Chief Financial Officer so designates
                           and Buyer may refer the matter to the Chief Financial
                           Officer or any other executive officer as the Chief
                           Financial Officer so designates of Buyer (the
                           "Officers") by giving the other party written notice
                           (a "Notice"). Within 30 days after delivery of a
                           Notice, the Officers of both parties shall meet at a
                           mutually acceptable time and place to exchange
                           relevant information and to attempt to resolve the
                           dispute.

                  (b)      If the matter has not been resolved within 60 days
                           after delivery of such Notice, or if the Officers
                           fail to meet within 30 days after delivery of such
                           Notice, Parent or Buyer may initiate mediation. All
                           negotiations conducted by the Officers pursuant to
                           this clause are confidential and shall be treated as
                           compromise and settlement negotiations for purposes
                           of the Federal Rules of Evidence and State Rules of
                           Evidence.

                  (c)      In the event a dispute exists between the parties and
                           the respective Officers are unable to resolve the
                           dispute, the parties agree to participate in a
                           non-binding mediation procedure as follows:

                           (i)      A mediator will be selected by having
                                    counsel for each party agree on a person to
                                    act as mediator. The parties' counsel as
                                    well as the Officers of each party and not
                                    more than two other participants from each
                                    party will appear before the mediator at a
                                    time and place determined by the mediator,
                                    but not more than 60 days after delivery of
                                    a Notice. The fees of the mediator and other
                                    costs of mediation will be shared equally by
                                    the parties.



                                       42
<PAGE>   49


                           (ii)     Each party's counsel will have 45 minutes to
                                    present a review of the issue and argument
                                    before the mediator. After each counsel's
                                    presentation, the other counsel may present
                                    specific counter-arguments not to exceed 10
                                    minutes. The 45-minute and 10-minute periods
                                    will be exclusive of the time required to
                                    answer questions from the mediator or
                                    attendees.

                           (iii)    After both presentations, the Officers may
                                    ask questions of the other side. At the
                                    conclusion of both presentations and the
                                    question periods, the Officers and their
                                    counsels will meet together to attempt to
                                    resolve the dispute. The length of the
                                    meeting will be as agreed between the
                                    parties. Either party may abandon the
                                    procedure at the end of the presentations
                                    and question periods if they feel it is not
                                    productive to go further. This mediation
                                    procedure is not binding on either party.

                           (iv)     The duties of the mediator are to be sure
                                    that the above set-out time periods are
                                    adhered to and to ask questions so as to
                                    clarify the issues and understanding of the
                                    parties. The mediator may also offer
                                    possible resolutions of the issue but has no
                                    duty to do so.

                  (d)      After applying the mediation procedures set forth
                           above, or if either of Parent or Buyer refuses to
                           take part in the mediation process, either Parent or
                           Buyer may submit the matter to arbitration in
                           accordance with Section 7.4(f).

                  (e)      The provisions of this Section 7.4 shall not be
                           construed to prevent either Parent or Buyer from
                           instituting proceedings at law or in equity earlier
                           (i) to avoid the expiration of any applicable
                           limitations period; or (ii) where a party makes a
                           good faith determination that a temporary restraining
                           order or other immediate injunctive relief is the
                           only adequate remedy.

                  (f)      Any controversy or claim arising out of, or relating
                           to, the Agreement, or the making, performance, or
                           interpretation of it, shall be settled by arbitration
                           in Chicago, Illinois, or such other location agreed
                           to by the parties in accordance with the Commercial
                           Rules of Arbitration of the American Arbitration
                           Association ("AAA") then existing, pursuant to a
                           written award with the findings of fact and
                           conclusions of law (which award shall be consistent
                           with the Agreement and applicable Governmental
                           Authority) and judgment on the arbitration award may
                           be entered in any court having jurisdiction over the
                           subject matter of the controversy; provided, that
                           punitive damages may not be awarded in such



                                       43
<PAGE>   50


                           arbitration. The arbitrators shall have the right to
                           employ experts, the cost of which will be equally
                           shared by the Buyer and the Company, to assist them
                           in any arbitration proceeding under this Section
                           7.4(f) and shall have the right to render equitable,
                           as well as other awards and relief. Before submitting
                           a list of potential arbitrators to the parties for
                           their consideration, the AAA shall consult with each
                           party to discuss the applicable qualifications of the
                           proposed arbitrators. Upon written request by the
                           Company or the Buyer as to any particular controversy
                           or claim under the Agreement with a copy of any such
                           request also being sent to the other party or parties
                           in accordance with the notice provisions of the
                           Agreement, the AAA shall select a panel of at least
                           three arbitrators, but if no such request is made by
                           the time the parties comment on any proposed list of
                           arbitrators, the AAA may select a single arbitrator
                           unless the AAA determines that a greater number of
                           arbitrators is appropriate. Each arbitrator shall be
                           a currently licensed lawyer in the United States of
                           America with at least twenty years experience in
                           merger and acquisition practice in the United States.

                  (g)      The dispute resolution procedures set forth above
                           shall survive the termination of this Agreement.

         7.5 NOTICES TO OBLIGORS. The Company Parent hereby agrees that, upon
the request of Buyer from and after the Closing, it will sign a form of
notification for delivery by Buyer to all obligors of any of the Companies
notifying them of the sale of the Shares and that payment in respect of such
obligors' financial obligations to any of the Companies should be made directly
to Buyer at the address set forth in such notification. From and after the
Closing, each of the Shareholders shall promptly pay to Buyer an amount equal to
the monies received by such Shareholders from and after such date that are
attributable to such obligors' financial obligations to any of the Companies.

         7.6 BANK ACCOUNTS. Upon the request of Buyer from and after the
Closing, each of the Shareholders shall, or shall cause its applicable
Subsidiary or Affiliate to, change the names of the accounts and the names of
the respective officers, employees, agents or other similar representatives of
the Shareholders or of any of the Companies, as applicable, authorized to
transact business with respect to the accounts, safe deposit boxes, lock boxes
or other relationships with the banks, trust companies, securities brokers and
other financial institutions set forth in SCHEDULE 4.28, all in accordance with
the instructions provided by Buyer to Shareholders prior to the Closing Date.
The Buyer and Shareholders hereby acknowledge that prior to the Closing, all
cash generated by the Companies in excess of the amount of cash necessary to
cover all outstanding checks written by or on behalf of the Companies will be
swept by the Shareholders or its Affiliates and deposited into a lockbox account
maintained by the


                                       44
<PAGE>   51


Shareholders or its Affiliates. The cash swept by the Shareholders is not part
of the consideration for the transactions contemplated by this Agreement and
shall remain with the Shareholders. The Buyer and Shareholders agree to settle
any excess or shortage of cash based on reconciled balances as described in the
Transitional Services Agreement between Buyer and Shareholders.

         7.7 EMPLOYMENT. Effective as of the Closing Date, except for the
employees of the Companies specified on SCHEDULE 7.7, including John McRae and
Mandy Ward (the "Excluded Employees"), the Employees of the each of the
Companies as of the Closing Date (the "Continuing Employees") shall continue to
be employed by such Company, but subject to the standard policies and procedures
generally applicable to the employees of Buyer and the provisions of Sections
7.8 and 7.9 below. The Excluded Employees will resign their positions with any
of the Companies effective as of the Closing Date. Any costs or liabilities of
any nature whatsoever associated with the resignation of and/or termination of
any employment agreement with, the Excluded Employees shall be borne solely by
the Company Parent, and the Company Parent agrees to indemnify and hold Buyer
and the Companies harmless from and against any such costs and liabilities. For
purposes of this Section 7.7, the indemnification procedures of Section 10 shall
be applicable. Buyer agrees to assume any and all redundancy obligations with
respect to the Continuing Employees who accept employment with Buyer and whose
employment with Buyer is terminated after the Effective Time. None of the
Continuing Employees is a party to any employment or severance agreement. All
Continuing Employees have been employed on an employment at will basis.

         7.8 TREATMENT OF EMPLOYEES UNDER BUYER'S BENEFIT PLANS.

                  (a)      In connection with the transactions contemplated by
                           this Agreement, Buyer shall not assume (i) any of the
                           Shareholders' employee benefit plans or other
                           employee benefit programs or fringe benefit
                           arrangements, or (ii) any of the liabilities under or
                           arising out of or in connection with such plans,
                           programs or arrangements, including, but not limited
                           to, any liabilities that may have arisen, or arise,
                           out of a failure to comply with any contractual or
                           legal requirement pertaining to such a benefit plan,
                           program or arrangement. All such plans, programs
                           arrangements and liabilities shall remain the sole
                           responsibility of the Shareholders.

                  (b)      The Continuing Employees and, where applicable, their
                           eligible dependents, may elect to be covered on and
                           after the Closing Date under the benefit plans,
                           programs, and arrangements of the Buyer that may be
                           specifically established for that purpose or any
                           plans or programs that may be statutorily mandated in
                           their jurisdiction of employment (in any case, the
                           "Buyer Plans"). If such Continuing Employees and/or
                           their eligible dependents elect such coverage,
                           coverage shall commence immediately


                                       45
<PAGE>   52

                           and be under the terms of Buyer Plans without the
                           application of any waiting periods so that the
                           Continuing Employees and their eligible dependents
                           will have no interruption of coverage. Medical and
                           dental benefit coverage, if any, under the applicable
                           Buyer Plan shall be provided to the Continuing
                           Employees and eligible dependents for preexisting
                           conditions to the extent required by law.

                  (c)      Except for severance benefits, if any, Buyer agrees
                           that the Continuing Employees shall be credited with
                           all service for the Shareholders, any present or
                           former members of a controlled or affiliated group of
                           which the Shareholders are or were members, and any
                           predecessors of Shareholders for purposes of
                           eligibility to participate, vesting, eligibility for
                           benefits, and the amount or accrual of benefits under
                           Buyer Plans. Except as specified in subsection (b)
                           above, the Continuing Employees shall commence
                           accruing benefits under Buyer's Plans on the first
                           applicable entry date (as defined in such plans) that
                           occurs on or after the Closing Date. Buyer shall be
                           responsible for all claims arising under Buyer's
                           employee benefit or welfare plans on and after the
                           Closing Date with respect to the Continuing Employees
                           and, where applicable, their eligible dependents. The
                           Shareholders shall be responsible for all claims
                           arising under its employee benefit or welfare plans
                           prior to the Closing Date with respect to the
                           Continuing Employees and their eligible dependents.

                  (d)      Buyer shall not assume any liability to provide
                           benefits including post-retirement benefits, that
                           arise out of Shareholders' employee benefit or
                           welfare plans for any Continuing Employees or any
                           other individuals who have separated from their
                           service with the Shareholders or any of the
                           Companies. The Shareholders agree to indemnify and
                           hold Buyer, and the Companies harmless, effective at
                           and from the Closing Date, against and in respect of
                           all losses, liabilities, damages, costs and expenses
                           (including costs of suit and reasonable attorneys'
                           fees and expenses) incurred by Buyer in respect of
                           any claims by Continuing Employees or any individuals
                           who have separated from their service with the
                           Shareholders or any of the Companies on or prior to
                           the Closing Date for benefits, including
                           post-retirement benefits, under Seller's employee
                           benefit or welfare plans.

         7.9 LIMITATIONS. Buyer's agreement to continue the employment of the
Continuing Employees in accordance with the standard policies and practices of
Buyer and to make available the benefits generally discussed above shall not be
deemed and shall in no way constitute Buyer's agreement that any of the
Companies shall employ the Continuing Employees for a particular



                                       46
<PAGE>   53


term or period of time; it being the intention of Buyer that the Companies
provide employment to the Continuing Employees on an employment at will basis.
It is Buyer's present intention to continue to make available the benefits
generally described above; provided, however, that following the Closing Date,
Buyer, in the exercise of its business judgment, will be entitled in its sole
discretion to modify the compensation and benefits provided to the Continuing
Employees (notwithstanding any agreement that may or may not be reached in
relation to the transfer of Seller's unemployment compensation insurance
experience rating).

         7.10 NAVITAIRE. The Navitaire account receivable referenced on SCHEDULE
7.10, which amount is owed to the Companies for services rendered by the
Companies to Navitaire prior to Closing, and which Navitaire has not paid as of
the date hereof, shall be deemed included in the assets of the Business to the
extent not collected prior to the Effective Time. In connection with such
matter, neither the Companies nor the Shareholders shall resort to any
litigation or contractual modifications in any collection efforts prior to the
Effective Time.

         7.11 ACCOUNTS RECEIVABLE. The parties agree that if Buyer has been
unable to collect, within the time period set forth in Section 4.18 to this
Agreement, the full amount of the accounts receivable as recorded on the
Companies books and records as of the Closing Date, excluding the amount
referenced in Section 7.10 to this Agreement, and the Buyer deems the amount of
such accounts receivable to be a Buyer Loss, Buyer shall, within two business
days after deeming such accounts receivable to be a Buyer Loss, notify the
Shareholders, in writing, and assign such uncollected accounts receivable to
Shareholders.

         7.12 THE GUARANTEE. Set forth on SCHEDULE 7.12 to this Agreement are
certain Customer Contracts which require the consent of the customer in order
for the Customer Contract to be assigned to the Companies. Each of these
Customer Contracts contain a provision which requires the Company Parent to
guarantee the performance of any assignee, in the event the Customer Contract is
assigned. It is the intent of the parties that these Customer Contracts be
assigned to the Companies to be sold to the Buyer as part of the transactions
contemplated by this Agreement. Shareholders shall use commercially reasonable
efforts to include as an unconditional term of any such consent the release of
the Company Parent from such guarantee. In the event that the Company Parent is
unable to obtain such a release, the Buyer agrees to hold the Company Parent
harmless and agrees to indemnify the Company Parent for any and all costs
incurred as a result of the Buyer's failure to meet the terms of the Customer
Contract; provided that such costs arise out of events or occurrences happening
after the Effective Time.

         7.13 NAME-CHANGE. Buyer hereby agrees that, (i) no later than 20 days
after the Closing Date, Buyer shall change the corporate names of the Companies
(other than NPC International (Jamaica) Limited and NPC International (Republica
Domicana) S.A.), (ii) no later than 30 days after the Closing Date, Buyer shall
change the corporate name of NPC International (Jamaica) Limited and NPC
International (Republica Domicana) S.A. and (iii) no later than 120



                                       47
<PAGE>   54

days after the Closing Date, Buyer shall cease to use the name "NPC", in any
manner or form, including the names "NPC International (Barbados) Holdings
Limited," "NPC International (Barbados) Limited," "NPC International (Republica
Domicana) S.A.," and "NPC International (Jamaica) Limited," and Buyer shall not
use the acronym NPC or any derivative thereof, for any purpose whatsoever in the
conduct of the Business after such 120-day period.

                                   SECTION 8
                   CONDITIONS TO THE OBLIGATIONS OF THE BUYER
                   ------------------------------------------

         The obligations of the Buyer to pay the Purchase Price for the Shares
at the Closing are subject to the fulfillment prior to or at the Closing of the
following conditions, any of which may be waived in whole or in part in writing
by the Buyer:

         8.1 DELIVERIES. The Companies shall have delivered all of the items
required by Section 3.2 of the Agreement. All certificates, agreements,
instruments and documents of the Company mentioned herein or incident to the
transactions contemplated hereby shall be reasonably satisfactory to Buyer.

         8.2 REPRESENTATIONS, WARRANTIES AND COVENANTS. The representations and
warranties set forth in Section 4 shall be true and correct at and as of the
Closing. The Companies shall have performed or complied with all covenants and
agreements contemplated by the Agreement to be performed by them at or prior to
the Closing, including but not limited to the covenants and agreements set forth
in Section 7.

         8.3 NO ACTIONS. There shall not be any Order in effect preventing
consummation of any of the transactions contemplated by the Agreement.

         8.4 CONSENTS. Companies shall have obtained all of the consents for the
assignment of those Customer Contracts set forth on SCHEDULE 7.12 to this
Agreement to the Companies.

         8.5 OTHER AGREEMENTS. All of the conditions for Closing (as that term
is defined in each respective agreement) contained in the U.S. Asset Purchase
Agreement by and among the Shareholders and ACS Data Entry, Inc. and the Mexico
Asset Purchase Agreement by and among the Shareholders, NPC Mexico and ACS
Business Process Solutions, S.A. DE C.V. shall have been performed, complied
with or waived.

         8.6 INTERNATIONAL BUSINESS COMPANY LICENSE. Buyer shall have received
proof from the Company and NPC International (Barbados) Limited that both
entities are duly licensed as international business companies under applicable
Barbados law.



                                       48
<PAGE>   55


                                   SECTION 9
                 CONDITIONS TO THE OBLIGATIONS OF THE COMPANIES
                 ----------------------------------------------

The obligations of the Company to sell and deliver the Shares at the Closing are
subject to fulfillment prior to or at the Closing of the following conditions,
any of which may be waived in whole or in part in writing by the Company:

         9.1 DELIVERIES. The Buyer shall have delivered all of the items
required by Section 3.3 of the Agreement. All certificates, agreements,
instruments and documents of the Buyer mentioned herein or incident to the
transactions contemplated hereby shall be reasonably satisfactory in form and
substance to the Company.

         9.2 REPRESENTATIONS, WARRANTIES AND COVENANTS. The representations and
warranties set forth in Section 5 shall be true and correct at and as of the
Closing. The Buyer shall have performed or complied with all covenants and
agreements contemplated by the Agreement to be performed by it at or prior to
the Closing, including but not limited to the covenants and agreements set forth
in Section 7.

         9.3 NO ACTIONS. There shall not be any Order in effect preventing
consummation of any of the transactions contemplated by the Agreement.

         9.4 CONSENTS. Shareholders shall have obtained all of the consents for
the assignment of those Customer Contracts set forth on SCHEDULE 7.12 to this
Agreement to the Companies.

         9.5 OTHER AGREEMENTS . All of the conditions for Closing (as that term
is defined in each respective agreement) contained in the U.S. Asset Purchase
Agreement by and among the Shareholders and ACS Data Entry, Inc. and the Mexico
Asset Purchase Agreement by and among the Shareholders, NPC Mexico and ACS
Business Process Solutions, S.A. DE C.V. shall have been performed, complied
with or waived.

                                   SECTION 10
                          INDEMNIFICATION AND SURVIVAL
                          ----------------------------

         10.1 INDEMNITY OF THE COMPANIES. The Shareholders, jointly and
severally, will hold harmless, reimburse and indemnify each Buyer Indemnitee
from and against any and all liabilities and any and all claims, judgements,
causes of action, liabilities, obligations, damages, losses, deficiencies,
penalties, interest, 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),
and losses (including, without limitation, but without duplication, any loss in
value of the Shares, any loss in value of any assets of the Companies, and any
loss of profit) (collectively, "Buyer Losses") arising out of, based


                                       49
<PAGE>   56


upon, attributable to, resulting from, or in connection with each of the
following (each a "Buyer Indemnifiable Event")

                  (a)      any breach of any representation, warranty, or other
                           statement made by or on behalf of any of the
                           Shareholders or the Companies in or pursuant to this
                           Agreement or any other Related Writing, provided,
                           however, that indemnification for a breach of the
                           Transitional Services Agreement shall be subject to
                           the limitations set forth in the Transitional
                           Services Agreement;

                  (b)      any failure or omission on the part of any of the
                           Shareholders or the Companies to disclose any fact
                           the disclosure of which is necessary to make any
                           representation, warranty, or other statement referred
                           to in the preceding clause (a) not misleading under
                           the circumstances under which such representation,
                           warranty, or other statement was made;

                  (c)      any failure or omission on the part of any of the
                           Shareholders or the Companies (with respect only to
                           pre-closing covenants in the case of the Companies)
                           to perform or observe any covenant contained in this
                           Agreement or any other Related Writing and that is
                           such Shareholders' or Companies' part to be complied
                           with, provided, however, that indemnification for a
                           breach of the Transitional Services Agreement shall
                           be subject to the limitations set forth in the
                           Transitional Services Agreement;

                  (d)      any breach by Shareholders or their Subsidiaries or
                           Affiliates, other than National City Corporation
                           and/or its Affiliates or Subsidiaries other than NPI
                           and its Subsidiaries, of the Non-Competition
                           Agreement attached as Exhibit C;

                  (e)      any Taxes imposed on any of the Companies for (i) any
                           taxable year or period that ends on or before the
                           Closing Date and, with respect to any Straddle
                           Period, that portion of such Straddle Period deemed
                           to end on and including the Closing Date and (ii)
                           except to the extent otherwise provided in Section
                           7.2, any transfer or similar Taxes resulting from the
                           transactions contemplated hereby;

                  (f)      any loss relating to any Legal Proceedings pending
                           against the Company as of the Closing Date; and

                  (g)      any breach by the Shareholders or their Subsidiaries
                           or Affiliates, other than National City Corporation
                           and/or its Affiliates or Subsidiaries other


                                       50
<PAGE>   57


                           than NPI and its Subsidiaries, of the Transitional
                           Services Agreement attached as Exhibit D, provided,
                           however, that such indemnification shall be subject
                           to the limitations set forth in the Transitional
                           Services Agreement.

         10.2 BUYER'S INDEMNITY.

The Buyer will hold harmless, reimburse and indemnify each Shareholder
Indemnitee from and against any and all liabilities and any and all claims,
judgments, causes of action, liabilities, obligations, damages, losses,
deficiencies, penalties, interest, 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), and losses (collectively, "Shareholder Losses") arising out of,
based upon, attributable to, resulting from, or in connection with each of the
following (each a "Shareholder Indemnifiable Event")

                  (a)      any breach of any representation, warranty, or other
                           statement made by or on behalf of Buyer in or
                           pursuant to this Agreement or any other Related
                           Writing, provided, however, that indemnification for
                           a breach of the Transitional Services Agreement shall
                           be subject to the limitations set forth in the
                           Transitional Services Agreement;

                  (b)      any failure or omission on the part of Buyer to
                           disclose any fact the disclosure of which is
                           necessary to make any representation, warranty, or
                           other statement referred to in the preceding clause
                           (a) not misleading under the circumstances under
                           which such representation, warranty, or other
                           statement was made;

                  (c)      any failure or omission on the part of Buyer to
                           perform or observe any covenant contained in this
                           Agreement or any other Related Writing and that is on
                           Buyer's part to be complied with, provided, however,
                           that indemnification for a breach of the Transitional
                           Services Agreement shall be subject to the
                           limitations set forth in the Transitional Services
                           Agreement;

                  (d)      any breach by Buyer or its Subsidiaries or Affiliates
                           of the Non-Competition Agreement attached as Exhibit
                           C;

                  (e)      any breach by Buyer or its Subsidiaries or Affiliates
                           of the Transitional Services Agreement attached as
                           Exhibit D, provided, however, that such
                           indemnification shall be subject to the limitations
                           set forth in the Transitional Services Agreement; and


                                       51
<PAGE>   58


                  (f)      failure to pay transfer, value added or similar Taxes
                           related to the transactions contemplated by this
                           Agreement, to the extent required to be paid by Buyer
                           hereunder.

         10.3 DEFENSE OF CLAIMS. If there shall be asserted in writing any Claim
against an Indemnitee, and that Indemnitee shall believe in good faith that such
Indemnitee is entitled to reimbursement or indemnity pursuant to this Section
10, then, and in each such case, that Indemnitee shall give prompt notice of
that Claim (in each such case, the "Indemnifiable Claim") 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 10 except if and to the extent that such
failure or delay shall have materially and substantially prejudiced the rights
of the Indemnitor under subsection 10.3.1 or (b) result in any liability on the
part of the Indemnitee.

         10.3.1 INDEMNITOR'S RIGHT TO ASSUME DEFENSE. With respect to each
Indemnifiable Claim asserted by a third party, the Indemnitor shall have the
right, at its option and expense, to assume the defense of any Indemnifiable
Claim, provided, that, within the period of fifteen (15) 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 Claim
from the Indemnitee, the Indemnitor shall have, by notice given to the
Indemnitee, (a) acknowledged the Indemnitor's obligation to reimburse and
indemnify the Indemnitee with respect to the Indemnifiable Claim and (b) elected
to defend the Indemnifiable Claim 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 Claim 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 Claim 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 Claim.

         10.3.2 EFFECT OF INDEMNITOR'S ELECTION TO ASSUME DEFENSE. If the
Indemnitor shall have assumed the defense of the Indemnifiable Claim in
accordance with subsection 10.3.1, then the following shall apply:

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



                                       52
<PAGE>   59


                  (b)      except as provided in clause (e) of this subsection
                           10.3.2, 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 Claim, 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 Claim;

                  (c)      counsel used by the Indemnitor in connection with the
                           defense of the Indemnifiable Claim 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
                           10.3.2. The Indemnitor shall have no liability with
                           respect to any compromise or settlement of the
                           Indemnifiable Claim 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 Claim,
                           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 Claim, (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 Claim
                           and (iii) the Indemnitor shall be liable for any
                           settlement of such Claim effected by the Indemnitee;
                           and

                  (f)      subject to the provisions of subsection 10.3.4, the
                           Indemnitor shall have the right to settle or
                           otherwise dispose of the Indemnifiable Claim.

         10.3.3 EFFECT OF INDEMNITOR'S ELECTION NOT TO ASSUME DEFENSE. If the
Indemnitor shall not have assumed the defense of the Indemnifiable Claim in
accordance with subsection 10.3.1, or shall not have the right to assume the
defense of the Indemnifiable Claim, then the following shall apply:

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



                                       53
<PAGE>   60


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

         (c)      the Indemnitor shall be liable for any settlement of such
                  Claim effected by the Indemnitee.

         10.3.4 AUTHORITY TO SETTLE. Any compromise or settlement of the
Indemnifiable Claim 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 a binding and unconditional offer of settlement (the "Offered
Monetary Settlement") which (i) is limited strictly to monetary damages paid in
full by the Indemnitor, (ii) which does not include a finding or admission of
any violation of Law or any violation of the rights of any Person by the
Indemnitee, (iii) does not affect any other claim that may be made against the
Indemnitee, other than to provide for the unconditional release thereof, and
(iv) which includes, as an unconditional term thereof, the giving by the
claimant or plaintiff of a full release of the Indemnitee, in form and substance
reasonably satisfactory to the Indemnitee, from all liability in respect of such
claim 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 Claim, free of any participation by the Indemnitor, at the sole
expense of the Indemnitee.

         10.3.5 INDEMNIFICATION THRESHOLD AND LIMITATIONS. Notwithstanding any
contrary provision of this Section 10:

                  (a)      The Shareholders shall have no obligation to provide
                           indemnification for Buyer Losses pursuant to this
                           Section 10 unless and until the aggregate amount of
                           all Buyer Losses for which the Shareholders would
                           otherwise be obligated to provide reimbursement
                           pursuant to this Section 10 exceeds an amount equal
                           to Five Hundred Thousand Dollars ($500,000) (the
                           "Basket Amount") in which event the Shareholders
                           shall be jointly and severally liable for all Buyer
                           Losses for which they would otherwise be liable
                           pursuant to this Section 10; provided that the
                           foregoing limitation shall not apply to Buyer Losses
                           resulting from (x) any breach of a representation or
                           warranty contained in any of Sections 4.1, 4.2, 4.4,
                           4.13, 4.14, 4.15, 4.16, 4.20, 4.27(c) or the last
                           sentence of 4.27(f) (the "Excluded Representations"),
                           (y) any claim for indemnification pursuant to
                           Sections 10.1(c), (d), (e), (f) or (g), or (z) the
                           breach of any covenant or agreement of the
                           Shareholders included in this Agreement or any
                           Related Writing (collectively, the "Seller Basket
                           Exclusions"). Once Buyer Losses have exceeded the
                           Basket Amount, the Shareholders shall be jointly and
                           severally obligated to pay all Buyer Losses in excess
                           of the Basket


                                       54
<PAGE>   61


                           Amount. The Shareholders shall be obligated to pay
                           all Buyer Losses based on the Seller Basket
                           Exclusions without regard to the individual or
                           aggregate amounts thereof and without regard to
                           whether the aggregate of all Buyer Losses shall have
                           exceeded, in the aggregate, the Basket Amount. The
                           maximum obligation of the Shareholders to provide
                           indemnification pursuant to this Section 10 shall be
                           limited to $6,000,000 (the "Cap") in the aggregate;
                           provided, however, that the foregoing limitation
                           shall not apply to any Buyer Losses arising from (i)
                           the Seller Basket Exclusions or (ii) the actual fraud
                           of the Shareholders.

                  (b)      Buyer shall not have any obligation to provide
                           indemnification for Shareholder Losses pursuant to
                           this Section 10 unless and until the aggregate amount
                           of all Shareholder Losses for which the Buyer would
                           otherwise be obligated to provide reimbursement
                           exceeds the Basket Amount, in which event Buyer shall
                           be liable for all Shareholder Losses for which it
                           would otherwise be liable pursuant to this Section
                           10; provided that the foregoing limitation shall not
                           apply to Shareholder Losses resulting from (x) any
                           breach of a representation or warranty contained in
                           any of Sections 5.1, 5.2 or 5.3, (y) any claim for
                           indemnification pursuant to Sections 10.2(c), (d) or
                           (e), or (z) the breach of any covenant or agreement
                           of the Buyer (or any post-Closing covenant or
                           agreement of the Companies) included in this
                           Agreement or any Related Writing (collectively, the
                           "Buyer Basket Exclusions"). Once Shareholder Losses
                           have exceeded the Basket Amount, the Buyer shall be
                           obligated to pay all Shareholder Losses in excess of
                           the Basket Amount. The Buyer shall be obligated to
                           pay all Shareholder Losses based on the Buyer Basket
                           Exclusions without regard to the individual or
                           aggregate amounts thereof and without regard to
                           whether the aggregate of all Shareholder Losses shall
                           have exceeded, in the aggregate, the Basket Amount.
                           The maximum obligation of the Buyer to provide
                           indemnification pursuant to this Section 10 shall be
                           limited to the Cap in the aggregate; provided,
                           however, that the foregoing limitation shall not
                           apply to any Shareholder Losses arising from (i) the
                           Buyer Basket Exclusions or (ii) the actual fraud of
                           the Buyer.

                  (c)      For purposes of determining whether the Shareholders
                           shall be required to indemnify Buyer under this
                           Section 10, each representation, warranty and
                           agreement contained in this Agreement shall be read
                           (including for purposes of determining whether a
                           breach of such representation, warranty or agreement
                           has occurred) without regard and without giving
                           effect to, Knowledge or materiality (including
                           Material Adverse Effect)



                                       55
<PAGE>   62


                           qualifications that may be contained in such
                           representation, warranty and agreement.

                  (d)      For purposes of determining whether the Basket Amount
                           has been reached, (i) all Seller Losses (as defined
                           in the Mexico Asset Purchase Agreement (the "Mexico
                           Asset Purchase Agreement"), dated as of the date
                           hereof, among the Parent, NPC Internacional S.A. de
                           C.V. and ACS Business Process Solutions, S.A. de C.V.
                           and in the Asset Purchase Agreement (the "U.S. Asset
                           Purchase Agreement"), dated as of the date hereof,
                           among the Parent, National Processing Company, LLC
                           and ACS Data Entry, Inc.) shall be aggregated with
                           all Shareholder Losses as defined herein, and (ii)
                           all Buyer Losses, as defined in the U.S. Asset
                           Purchase Agreement and in the Mexico Asset Purchase
                           Agreement, shall be aggregated with all Buyer Losses
                           as defined herein. With respect to the Cap, the
                           maximum obligation of the Shareholders and NPC
                           Internacional S.A. de C.V., on the one hand, and the
                           Buyer, ACS Business Process Solutions, S.A. de C.V.
                           and ACS Data Entry, Inc., on the other hand, to
                           provide indemnification pursuant this Section 10 and
                           the applicable indemnification provisions of the U.S.
                           Asset Purchase Agreement and the Mexico Asset
                           Purchase Agreement shall be limited to $6,000,000 in
                           the aggregate, subject to the exceptions set forth
                           herein, in the U.S. Asset Purchase Agreement and the
                           Mexican Asset Purchase Agreement.

         10.3.6 COOPERATION. Each party will cooperate with the other party to
the fullest extent reasonable in connection with any Claim which the defense of
which has been assumed by the other party pursuant to this Section 10.

         10.3.7 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All of the
representations and warranties of the Companies and the Buyer contained in the
Agreement shall survive the execution and delivery hereof and the consummation
of the transactions contemplated hereby for a period of eighteen months after
Closing with the exception of Sections 4.1, 4.2, 4.4, 4.14, 4.15, 4.16, 4.27,
5.2 and 5.3. In the case of Sections 4.14, 4.15, 4.16 and 4.27 hereof, all of
the representations and warranties of the Shareholders contained in the
Agreement shall survive until sixty days after the expiration of the longest
applicable statute of limitation, if any, applicable to the cause of action
giving rise to the Buyer Losses (including all periods of extension, whether
automatic or permissive). The representations contained in Sections 4.1, 4.2,
4.4, 5.2 and 5.3 shall survive indefinitely. If a claim hereunder shall be
pending on the expiration date relating to such claim, the representations and
warranties underlying such claim shall be deemed to survive until the resolution
of such claim. The covenants of the parties herein or in any Related Writing
shall survive indefinitely or for the shorter period of time specified therein.



                                       56
<PAGE>   63


         10.3.8 ACS GUARANTY. ACS guarantees to the Shareholders the Buyer's
performance of its indemnification obligations to the Shareholders under Section
10 of this Agreement.

                                   SECTION 11
                                   TERMINATION
                                   -----------

         11.1 TERMINATION OF AGREEMENT. The Agreement may be terminated as
provided below:

                  (a)      The parties may terminate the Agreement by mutual
                           written consent at any time prior to the Closing;

                  (b)      The Buyer may terminate the Agreement by giving
                           written notice to the Companies at any time prior to
                           the Closing (i) in the event the Shareholders or the
                           Companies have breached any of their covenants
                           contained in the Agreement or there is any breach of
                           the representations or warranties contained in the
                           Agreement made by the Shareholders or the Companies,
                           and the Buyer has notified the Shareholders or the
                           Companies of such breach or inaccuracy, and the
                           breach or inaccuracy has continued without cure for a
                           period of ten (10) days or such shorter period prior
                           to Closing after such notice of the breach or
                           inaccuracy; or (ii) if the Closing has not occurred,
                           within fourteen days from the date of this Agreement
                           by reason of the failure of any Closing condition
                           under Section 8 (unless the failure results from the
                           Buyer itself breaching any representation, warranty
                           or covenant contained in this Agreement).

                  (c)      The Shareholders or the Companies may terminate this
                           Agreement by giving written notice to the Buyer at
                           any time prior to the Closing (i) in the event the
                           Buyer has breached any of its covenants contained in
                           the Agreement or there is any breach in the
                           representations or warranties made by the Buyer
                           contained in this Agreement, and the Shareholders
                           have notified the Buyer of such breach or inaccuracy,
                           and the breach or inaccuracy has continued without
                           cure for a period of ten (10) calendar days or such
                           shorter period prior to Closing after such notice of
                           breach or inaccuracy; or (ii) if the Closing has not
                           occurred, within fourteen calendar days from the date
                           of the Agreement by reason of the failure of any
                           Closing condition under Section 9 (unless the failure
                           results from the Company breaching any representation
                           warranty or covenant contained in the Agreement).

         11.2 EFFECT OF TERMINATION. If any party terminates this Agreement
pursuant to Section 11.1, all rights and obligations of the parties hereunder
shall terminate without any



                                       57
<PAGE>   64

liability of any party to any other party; provided, however, that (a) if this
Agreement is terminated by a party due to the breach by the other party of any
covenant or agreement contained herein, or due to any breach or
misrepresentation in any of such other party's representations or warranties
contained herein, or due the failure of such other party to fulfill its
obligations in connection with the satisfaction of any condition to Closing,
then the terminating party shall remain entitled to pursue all available legal
rights and remedies pursuant to this Agreement or otherwise notwithstanding such
termination; and (b) the provisions of Section 13 of the Agreement will survive
termination and remain in full force and effect thereafter.

                                   SECTION 12
                            TAX RETURNS AND PAYMENTS
                            ------------------------

         12.1 TAXES.

                  (a)      The Shareholders shall indemnify and hold harmless
                           Buyer, and its respective Affiliates, successors and
                           assigns and the employees, directors, officers and
                           agents of each with respect to any and all Taxes that
                           may be imposed on Buyer, the Companies or in respect
                           of their business or assets (a) with respect to any
                           taxable period of the Companies or any Affiliated
                           Group ending on or prior to the Closing Date or
                           allocated to Company Parent pursuant to paragraph (b)
                           of this Section 12.1 (the "Pre-Closing Taxes"), (c)
                           to the extent such Taxes arise as a result of a
                           breach or inaccuracy of any representation contained
                           in Section 4.15, and (d) under Treasury
                           Regulationss.1.1502-6 or any comparable state, local
                           or foreign tax provision.

                  (b)      If, for any United States federal, state, local or
                           foreign tax purposes, the taxable period of the
                           Companies does not terminate on the Closing Date,
                           Taxes, if any, attributable to any taxable period of
                           the Company that includes (but does not end on) the
                           Closing Date (each such period, a "Straddle Period")
                           shall be allocated to (A) Company Parent for the
                           period up to and including the Closing Date, and (B)
                           Buyer for the period subsequent to the Closing Date.
                           For purposes of the preceding sentence, Taxes for the
                           period up to and including the Closing Date and for
                           the period subsequent to the Closing Date shall be
                           determined on the basis of an interim closing of the
                           books as of the close of business on the Closing Date
                           as if such taxable period consisted of one taxable
                           period ending on and including the Closing Date
                           followed by a taxable period beginning on the day
                           following the Closing Date or under such other
                           reasonable method as the parties may agree; provided
                           that Taxes other than income Taxes shall be prorated
                           on a daily basis for periods before and after the
                           Closing.


                                       58
<PAGE>   65


                           For purposes of this subparagraph (ii), exemptions,
                           allowances or deductions that are calculated on an
                           annual basis, such as the deduction for depreciation,
                           shall be apportioned on a daily basis.

                  (c)      With respect to any Tax Return required to be filed
                           by Buyer for a Straddle Period, Buyer shall provide
                           Company Parent with copies of such completed Tax
                           Return and a statement setting forth the amount of
                           Tax shown on such Tax Return that is allocable to
                           Company Parent pursuant to Section 12.1(b) (the
                           "Statement") at least 30 business days prior to the
                           due date for the filing of such Tax Return. Not later
                           than five days before the due date for payment of
                           Taxes with respect to such Tax Return, Company Parent
                           shall pay to Buyer an amount equal to the Taxes shown
                           on the Statement as being allocable to Company
                           Parent. In addition, if the Pre-Closing Taxes with
                           respect to a Straddle Period, calculated in
                           accordance with Section 12.1(b), are less than the
                           Tax payments made on or before the Closing Date by
                           the Company with respect to such Straddle Period
                           Buyer shall cause the Company to pay over to Seller
                           the excess of such Tax payments over such Pre-Closing
                           Taxes concurrently with the filing of the Tax Return
                           for the Straddle Period.

                  (d)      Any refunds or credits of federal, state, local and
                           foreign Taxes (including any interest thereon)
                           received by or credited to the Companies or Company
                           Parent attributable to periods ending on or prior to
                           the Closing Date, or attributable to periods which
                           include the Closing Date that were not borne by Buyer
                           pursuant to Section 12.1(b) (collectively, "Company
                           Parent Refunds"), shall be for the benefit of Company
                           Parent, and Buyer shall use reasonable commercial
                           efforts to obtain any Company Parent Refunds and
                           shall cause the Company to pay over to Company Parent
                           any Company Parent Refunds within 15 business days
                           after receipt or credit thereof; PROVIDED, HOWEVER,
                           that Company Parent shall reimburse Buyer for any
                           costs or expenses incurred in connection with
                           obtaining such Company Parent Refunds.

                  (e)      The Companies, the Buyer and the Company will provide
                           each other with such cooperation and information as
                           any of them reasonably may request of another in
                           filing any Tax Return amended Tax Return or claim for
                           refund, determining a liability for Taxes or a right
                           to a refund of Taxes or participating in or
                           conducting any audit or other proceeding in respect
                           of Taxes. Each such party shall make its employees
                           available on a mutually convenient basis to provide
                           explanations of any documents or information provided
                           hereunder. Each such party will retain all Tax
                           Returns, schedules



                                       59
<PAGE>   66

                           and work papers and all material records or other
                           documents relating to Tax matters of the Companies
                           for the Tax period first ending after the Closing
                           Date and for all prior Tax periods until the later of
                           (a) the expiration of the statute of limitations of
                           the Tax periods to which such Tax Returns and other
                           documents relate, without regard to extensions except
                           to the extent notified by another party in writing of
                           such extensions for the respective Tax periods or (b)
                           five years following the due date (without extension)
                           for such Tax Returns. Any information obtained under
                           this section shall be kept confidential, except as
                           may be otherwise necessary in connection with the
                           filing of Tax Returns or claims for refund or in
                           conducting an audit or other proceeding. Buyer shall
                           prepare and provide to Company Parent such federal,
                           state, local and foreign Tax information packages as
                           Company Parent shall reasonably request for use in
                           preparing any Tax Return that relates to the Company.
                           Such information packages shall be completed by Buyer
                           and provided to Company Parent within 60 days after a
                           request therefor. Notwithstanding any other
                           provisions hereof, each party shall bear its own
                           expenses in complying with the foregoing provisions.

                  (f)      Buyer shall pay, or cause to be paid, and Buyer and
                           the Companies shall jointly and severally indemnify
                           the Company Parent and its Affiliates against and
                           hold them harmless from any liability for Taxes of
                           Buyer or the Companies with respect to any taxable
                           period after the Closing, other than any such Taxes
                           allocable to Company Parent, pursuant to Section
                           12.1(b).

                  (g)      For purposes of Sections 12.1(a) and 12.1(f), the
                           indemnification procedures of Section 10.3 shall be
                           applicable.

                  (h)      The Shareholders shall be responsible for the payment
                           of all property Taxes for which property was held on
                           by the Companies as of and, but not paid as of the
                           Closing Date. The Shareholders shall provide to the
                           Buyer reasonable documentation to evidence such taxes
                           were properly calculated and paid or documentation to
                           evidence a valid exemption therefrom was properly
                           claimed.

                  (i)      Buyer shall promptly notify Shareholders in writing
                           in the case of an audit or administrative or judicial
                           proceeding of the Companies that relates to periods
                           ending on or before the Closing Date. Shareholders
                           shall have the right at their expense to participate
                           in and control the conduct of such audit or
                           proceeding to the extent that such audit or
                           proceeding relates to a

                                       60
<PAGE>   67


                           potential adjustment for which Shareholders might be
                           liable. With respect to a potential adjustment of
                           Taxes of the Companies for which both the
                           Shareholders and Buyer could be liable, or which
                           involves an issue that recurs in a period ending
                           after the Closing Date (whether or not the subject of
                           audit at such time), (i) both Buyer and Shareholders
                           may participate at their own expense in the audit or
                           proceeding, and (ii) the audit or proceeding shall be
                           controlled by that party which would bear the burden
                           of the greater portion of the sum of the adjustment
                           and any corresponding adjustments that may reasonably
                           be anticipated for a future Tax period. Neither Buyer
                           nor Shareholders shall enter into any compromise or
                           agree to settle any claim pursuant to any Tax audit
                           or proceeding which would adversely affect the other
                           party for such year or a subsequent year without the
                           written consent of the other party, which consent may
                           not be unreasonably withheld.

                                   SECTION 13
                                  MISCELLANEOUS
                                  -------------

         13.1 WAIVERS AND AMENDMENTS. The Agreement may be amended or modified
only by an instrument in writing duly executed by the parties to the Agreement.
The observance of any term of this Agreement may be waived (either generally or
in a particular instance and either retroactively or prospectively) by the party
entitled to enforce such term, but such waiver shall be effective only if it is
in a writing signed by the party entitled to enforce such term and against which
such waiver is to be asserted. Unless otherwise expressly provided in this
Agreement, no delay or omission on the part of any party in exercising any right
or privilege under this Agreement shall operate as a waiver thereof, nor shall
any waiver on the part of any party of any right or privilege under this
Agreement operate as a waiver of any other right or privilege under this
Agreement nor shall any single or partial exercise of any right or privilege
preclude any other or further exercise thereof or the exercise of any other
right or privilege under this Agreement.

         13.2 NOTICES. All notices, demands, requests, or other communications
which may be or are required to be given, served, or sent by either party to the
other party pursuant to the Agreement shall be in writing and shall be hand
delivered (including delivery by courier so long as a receipt or confirmation of
delivery is obtained), sent by Federal Express or other recognized overnight
delivery service, mailed by first-class, registered or certified mail, return
receipt requested , postage prepaid or transmitted by facsimile transmission
(followed by delivery of the original of such document), addressed as follows:

If to Shareholders                           If to the Buyer

President & CEO                              ACS Business Process Solutions, Inc



                                       61
<PAGE>   68


National Processing Company                  2828 North Haskell
1231 Durrett Lane                            Dallas, Texas 75204
Louisville, KY 40213

Attention:  Thomas A. Wimsett                Attention:  John Rexford
Facsimile:  (502) 315-3535                   Facsimile:  (214) 821-1014

With a copy (which shall not                 With copies (which shall not
constitute notice) to:                       constitute notice) to:

General Counsel                              Baker Botts L.L.P.
National Processing, Inc.                    2001 Ross Avenue, Suite 700
c/o National City Corporation                Dallas, Texas 75201
1900 East Ninth Street
Cleveland, Ohio 44114

Attention:  17th Floor Law Department        Attention:  Neel Lemon
Facsimile:  (216) 575-2336                   Facsimile:  (214) 661-4954

                                             Affiliated Computer Services, Inc.
                                             2828 North Haskell
                                             Dallas, Texas 75204

                                             Attention:  General Counsel
                                             Facsimile:  (214) 821-1014


Either party hereto may designate by notice, in the manner herein above
provided, a new address to which any notice, demand, request or communication
may thereafter be so given, served or sent. Each notice, demand, request or
communication which shall be mailed, delivered, or transmitted in the manner
described above shall be deemed sufficiently given, served, sent and received
for all purposes at such time as it is delivered to the addressee (with the
return receipt, the delivery receipt, the affidavit of messenger, or, in the
case of facsimile, electronic confirmation of reception with verbal
confirmation, being deemed conclusive evidence of such delivery) or at such time
as delivery is refused by the addressee upon presentation. Any party may change
its designated recipient for notices, address and/or facsimile number upon
written notice to the other parties to the Agreement.


         13.3 FEES AND EXPENSES. Each party shall bear their own costs and
expenses (including without limitation fees and disbursements of counsel,
accountants, and other experts) incurred in connection with the preparation,
negotiation, execution, delivery and performance of



                                       62
<PAGE>   69


this Agreement, each of the other documents and instruments executed in
connection with or contemplated by this Agreement and the consummation of the
transactions contemplated hereby and thereby, it being understood that if the
Closing is consummated, the Shareholders shall bear any transaction expenses
incurred by the Company prior to the Effective Time and Buyer thereafter may
cause the Company after the Closing Date (but not Shareholders) to bear the
transaction costs incurred by Buyer.

         13.4 SUCCESSORS AND ASSIGNS; PARTIES IN INTEREST. This Agreement shall
be binding upon and inure solely to the benefit of the parties hereto and their
respective successors, legal representatives and permitted assigns. Neither this
Agreement nor any rights or obligations hereunder may be assigned without the
written consent of the other parties except that Buyer may assign any or all of
its rights, interest and obligations hereunder to any of its Affiliates and/or
its financing sources (provided that no such assignment shall discharge Buyer
from any such obligations). Nothing in this Agreement, express or implied, is
intended to or shall confer upon any Person, other than the parties hereto and
their respective successors, legal representatives and permitted assigns, any
rights, benefits or remedies of any nature whatsoever under or by reason of this
Agreement, and no Person shall be deemed a third party beneficiary under or by
reason of this Agreement.

         13.5 CHOICE OF LAW. The Agreement shall be governed by and construed
and interpreted in accordance with the internal, substantive laws of the State
of Delaware, United States of America. The Company and Buyer hereby consent and
submit to the jurisdiction and venue of the courts of competent jurisdiction
location in the State of Delaware for the purposes of any legal action or
proceeding arising out of the Agreement.

         13.6 SEVERABILITY. If any term or provision of this Agreement or the
application of any such provision to any Person or circumstance shall be
declared judicially to be invalid, unenforceable or void, such decision shall
not have the effect of invalidating or voiding the remainder of this Agreement,
it being the intent and agreement of the parties that this Agreement shall be
deemed amended by modifying such provision to the extent necessary to render it
valid, legal and enforceable while preserving its intent or, if such
modification is not possible, by substituting therefor another provision that is
valid, legal and enforceable and that achieves the same objective.

         13.7 ENTIRE AGREEMENT. The Agreement (including the exhibits and
Schedules hereto, and the documents and instruments executed and delivered in
connection herewith, or referred to herein) constitutes the entire agreement
among the parties with respect to the subject matter hereof and supersedes any
prior and contemporaneous understandings, agreements, or representations,
whether written or oral, by or among the parties, or any of them with respect to
the subject matter hereof that are not fully expressed in this Agreement and the
documents and instruments executed and delivered in connection herewith.



                                       63
<PAGE>   70

         13.8 CONSTRUCTION. The parties have participated jointly in the
negotiation and drafting of the Agreement. In the event an ambiguity or question
of intent or interpretation arises, the Agreement shall be construed as if
drafted jointly by the parties and no presumption or burden of proof shall arise
favoring or disfavoring any party by virtue of the authorship of any of the
provisions of the Agreement. Any reference to any federal, state, local or
foreign statute or law shall be deemed also to refer to all rules and
regulations promulgated thereunder, unless the context requires otherwise. The
article and section headings and the table of contents contained in this
Agreement are for convenience of reference only and shall in no way define,
limit, extend or describe the scope or intent of any provisions of this
Agreement. Whenever the context may require, any pronoun used in this Agreement
shall include the corresponding masculine, feminine or neuter forms, and the
singular form of nouns, pronouns and verbs shall include the plural and vice
versa. In addition, as used in this Agreement, unless otherwise provided to the
contrary, (a) all references to days, months or years shall be deemed references
to calendar days, months or years and (b) any reference to a "Section,"
"Article," or "Schedule" shall be deemed to refer to a section or article of
this Agreement or an exhibit or schedule attached to this Agreement. The words
"hereof", "herein", and "hereunder" and words of similar import referring to
this Agreement refer to this Agreement as a whole and not to any particular
provision of this Agreement. Unless otherwise specifically provided for herein,
the term "or" shall not be deemed to be exclusive.

         13.9 COUNTERPARTS. The Agreement may be executed concurrently in two or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument, binding on all the
parties, notwithstanding that all the parties are not signatories to the
original or the same counterpart. The Agreement may be executed via facsimile
signatures and such signatures may be relied upon as original signatures.

         13.10 REMEDIES. Each of the parties hereto acknowledges and agrees that
(i) the provisions of this Agreement are reasonable and necessary to protect the
proper and legitimate interests of the other parties hereto, and (ii) the other
parties hereto would be irreparably damaged in the event any of the provisions
of this Agreement were not performed in accordance with their specific terms or
were otherwise breached. It is accordingly agreed that the parties hereto shall
be entitled to preliminary and permanent injunctive relief to prevent breaches
of the provisions of this Agreement by other parties hereto without the
necessity of proving actual damages or of posting any bond, and to enforce
specifically the terms and provisions hereof and thereof, which rights shall be
cumulative and in addition to any other remedy to which the parties hereto may
be entitled hereunder or at law or equity.

         13.11 CONFIDENTIALITY. Except as required by the laws of the United
States, including regulations of the Securities and Exchange Commission, the
Companies or any officer, director, employee, agent, representative or
shareholder of the foregoing shall not furnish, either directly or indirectly,
any terms of the Agreement, not otherwise publicly announced, to any third
party,


                                       64
<PAGE>   71


nor shall the Companies or any officer, director, employee, representative or
shareholder of the foregoing, from the date hereof through the Closing Date,
permit the Companies or any of their officers, directors, agents,
representatives or shareholders to make, solicit or initiate proposals or offers
for (i) any business combination or restructuring involving the Companies, or
the purchase, sale, lease or other disposition of any of such entities' assets
or business, however structured or to be effected, other than transactions in
the Ordinary Course of Business involving assets which, in the aggregate, are
not material, or (ii) the issuance, purchase, sale or other disposition of any
shares of capital stock of the Company. The Companies further agree that neither
they nor their officers, directors, agents or representatives acting on its
behalf during such period will, or will permit the Companies or any of their
officers, directors, agents, representatives or shareholders to negotiate with
any party other than the Buyer or its Affiliates, or provide information in
furtherance of any such proposal or offer. Except as required by Governmental
Authorities, neither the Buyer, nor any officer or director of the Buyer, or
agent of the Buyer, shall disclose the existence of the Agreement or the
contemplated sale, or any term or provision or covenant contained herein to the
general public, or to any of its employees, officers, customers, or suppliers,
or to any other third party prior to the Closing Date.



                            [Signature Page follows]



                                       65
<PAGE>   72


         IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized representatives to execute the Agreement as of the day and year first
above written.

                                  NATIONAL PROCESSING, INC.


                                  By:
                                       -----------------------------


                                  Its:
                                       -----------------------------


STATE OF                 ss.
         ------------
                         ss.

COUNTY OF                ss.
         ------------



         BEFORE ME, the undersigned, a Notary Public in and for said County and
State, on this day personally appeared ____________, ___________ of National
Processing, Inc., an Ohio corporation, known to me to be the person whose name
is subscribed to the foregoing instrument, and acknowledged to me that he
executed the same for the purposes and consideration therein expressed, as the
act and deed of said corporation in the capacity therein stated.

         GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the 11th day of July,
2001.



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

                                  Notary Public in and for the State of ________

My Commission Expires:

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


                                       66
<PAGE>   73


                                  NATIONAL PROCESSING COMPANY, LLC


                                  By:
                                       ------------------------------------


                                  Its:
                                       ------------------------------------





STATE OF                 ss.
         ------------
                         ss.

COUNTY OF                ss.
         ------------



         BEFORE ME, the undersigned, a Notary Public in and for said County and
State, on this day personally appeared ____________, ___________ of National
Processing Company, LLC., an Ohio limited liability company, known to me to be
the person whose name is subscribed to the foregoing instrument, and
acknowledged to me that he executed the same for the purposes and consideration
therein expressed, as the act and deed of said limited liability company in the
capacity therein stated.

         GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the 11th day of July,
2001.



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

                                  Notary Public in and for the State of ________

My Commission Expires:

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


                                       67
<PAGE>   74



                                  NPC INTERNATIONAL (BARBADOS)
HOLDINGS LIMITED


                                  By:
                                      -------------------------------------


                                  Its:
                                       ------------------------------------





STATE OF                 ss.
         --------------
                         ss.

COUNTY OF                ss.
          ------------


         BEFORE ME, the undersigned, a Notary Public in and for said County and
State, on this day personally appeared ____________, ___________ of NPC
International (Barbados) Holdings Limited, a Barbados corporation, known to me
to be the person whose name is subscribed to the foregoing instrument, and
acknowledged to me that he executed the same for the purposes and consideration
therein expressed, as the act and deed of said corporation in the capacity
therein stated.

         GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the 11th day of July,
2001.



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

                                  Notary Public in and for the State of ________

My Commission Expires:

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


                                       68
<PAGE>   75



                                  ACS BUSINESS PROCESS SOLUTIONS, INC.


                                  By:
                                       ------------------------------------


                                  Its:
                                       ------------------------------------




STATE OF TEXAS         ss.

                       ss.

COUNTY OF DALLAS       ss.



         BEFORE ME, the undersigned, a Notary Public in and for said County and
State, on this day personally appeared ____________, ___________ of ACS BUSINESS
PROCESS SOLUTIONS, INC., a Nevada corporation, known to me to be the person
whose name is subscribed to the foregoing instrument, and acknowledged to me
that he executed the same for the purposes and consideration therein expressed,
as the act and deed of said corporation in the capacity therein stated.

         GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the 11th day of July,
2001.



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

                                  Notary Public in and for the State of Texas

My Commission Expires:

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



                                       69
<PAGE>   76


         For the limited purpose of guaranteeing the performance of Buyer's
indemnification obligations under Section 10 of this Agreement and of acquiring
one share of the capital stock in NPC International (Republica Dominicana) S.A.
from the Other DR Shareholders:


                                  AFFILIATED COMPUTER SERVICES, INC.


                                  By:
                                       ------------------------------------


                                  Its:
                                       ------------------------------------




STATE OF TEXAS        ss.

                      ss.

COUNTY OF DALLAS      ss.



         BEFORE ME, the undersigned, a Notary Public in and for said County and
State, on this day personally appeared ____________, ___________ of AFFILIATED
COMPUTER SERVICES, INC., a Delaware corporation, known to me to be the person
whose name is subscribed to the foregoing instrument, and acknowledged to me
that he executed the same for the purposes and consideration therein expressed,
as the act and deed of said corporation in the capacity therein stated.

         GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the 11th day of July,
2001.



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

                                  Notary Public in and for the State of Texas

My Commission Expires:

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



                                       70
<PAGE>   77


Each of the following entities (the "Other DR Shareholders") holds one share of
capital stock of NPC International (Republica Dominicana) S.A. and is joined as
a party to this Agreement for the limited purpose of transferring its share of
capital stock in NPC International (Domican Republic) S.A. to the entities set
forth below:

NPC SERVICES, INC.*

By:
     ------------------------------------

its:
     ------------------------------------



NTA, INC.

By:
     ------------------------------------

its:
     ------------------------------------



CARIBBEAN DATA SERVICES, INC.

By:
     ------------------------------------

its:
     ------------------------------------



FA HOLDINGS, INC.*

By:
     ------------------------------------

its:
     ------------------------------------

JBH TRAVEL AUDIT INC.

By:
     ------------------------------------

its:
     ------------------------------------

*  These entities are executing this Agreement each as the holder of one share
   of capital stock of NPC International (Republica Dominicana) S.A., as
   recognized under the laws of the Dominican Republic.



                                       71
<PAGE>   78


Each of the following entities is joined as a party to this Agreement for the
limited purpose of acquiring one share of the capital stock in NPC International
(Republica Dominicana) S.A. from the Other DR Shareholders:



ACS SHARED SERVICES, INC.

By:
     ------------------------------------

its:
     ------------------------------------



ACS DATA ENTRY, INC.

By:
     ------------------------------------

its:
     ------------------------------------



ACS BUSINESS PROCESS SOLUTIONS, INC.

By:
     ------------------------------------

its:
     ------------------------------------



ACS IMAGE SOLUTIONS, INC.

By:
     ------------------------------------

its:
     ------------------------------------



ACS OUTSOURCING SOLUTIONS, INC.

By:
     ------------------------------------

its:
     ------------------------------------



                                       72