Filed by Automated Filing Services Inc. (604) 609-0244 -  Carbiz, Inc. - Exhibit 10.1






ASSET PURCHASE AGREEMENT 

by and among 

CARBIZ AUTO CREDIT AQ, INC., 

JOHN R. CALCOTT

ASTRA FINANCIAL SERVICES, INC. 

and 

CALCARS AB, INC.

 

Dated as of October 1, 2007




ASSET PURCHASE AGREEMENT

     THIS ASSET PURCHASE AGREEMENT
(this “Agreement”), dated as of October 1, 2007, is by and among
Carbiz Auto Credit AQ, Inc. (the “Purchaser”), Astra Financial
Services, Inc. and Calcars AB, Inc. (together, the “Sellers”) and
John R. Calcott (“Calcott” or the “Shareholder”)
[together with the Sellers, the “Seller Group”].

RECITALS

     A. Sellers operate Buy-Here
Pay-Here automobile dealerships at numerous locations throughout the Midwest
(together, the “Business”);

     B. The Purchaser desires to
purchase from Sellers, and Sellers desire to sell to the Purchaser, all of their
right, title and interest in and to the Purchased Assets (as defined below);
and

     C. Sellers desire to transfer to
the Purchaser, and the Purchaser desires to accept and assume from Sellers, the
Assumed Liabilities (as defined below).

     NOW, THEREFORE, in consideration
of the mutual promises and representations and subject to the terms and
conditions herein contained, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:

ARTICLE 1: DEFINITIONS

     “Accounts
Receivable” has the meaning set forth in Section
2.1(b).

     “Accrued
Expenses” shall mean all accrued expenses for bona fide third party
expenses of Sellers, as “accrued expenses” are further defined by GAAP, incurred
in the Ordinary Course of Business by Sellers, outstanding as of the Closing
Date, and reflected in the Sellers’ Financial Statements or Interim Financial
Statements.

     “Affiliate” of any
Person means any person directly or indirectly controlling, controlled by, or
under common control with, any such Person and any officer, director or
controlling person of such Person.

     “Agreement” has
the meaning set forth in the preamble to this Agreement.

     “Ancillary
Agreements” means the Bill of Sale, the Noncompetition Agreements, the
Assumption Agreement and each agreement, document, instrument or certificate
contemplated by this Agreement or to be executed by the Purchaser or any member
of the Seller Group in connection with the consummation of the transactions
contemplated by this Agreement, in each case only as applicable to the relevant
party or parties to such Ancillary Agreement, as indicated by the context in
which such term is used.

     “Assumed
Contracts” has the meaning set forth in Section
2.1(d).

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     “Assumed
Liabilities” has the meaning set forth in Section 3.1.

     “Assumption
Agreement” has the meaning set forth in Section
5.3(a).

     “Basket” has
the meaning set forth in Section 11.4.

     “Borrower”
has the meaning set forth in the Seller Group Loan and Security Agreement.

     “Business” has
the meaning set forth in the recitals to this Agreement.

     “Calcott” has
the meaning set forth in the preamble to this Agreement.

     “Calcott Noncompetition
Agreement” has the meaning set forth in Section
5.2(i).

     “Cap” has the
meaning set forth in Section 11.4.

     “Claims Notice”
has the meaning set forth in Section 11.2(a).

     “Closing” has
the meaning set forth in Section 5.1.

     “Closing Date”
has the meaning set forth in Section 5.1.

     “Closing
Payment” has the meaning set forth in Section 4.1.

     “Code” means
the Internal Revenue Code of 1986, as amended.

     “Contracts” has
the meaning set forth in Section 6.15.

     “Copyright” means
all copyrights, copyrightable works, mask work rights, rights in databases, data
collections, copyright registrations and applications for copyright registration
and equivalents and counterparts of the foregoing.

      “Debtor” has the
meaning set forth in the Seller Group Loan and Security Agreement. 

     “Domain Names”
means all Internet electronic addresses, uniform resource locators and
alphanumeric designations associated therewith and all registrations for any of
the foregoing.

     “Due Diligence
Investigation” has the meaning set forth in Section
9.2(a).

     “Due Diligence
Period” has the meaning set forth in Section 9.2(a).

     “Environment” means
soil, surface waters, groundwater, land, stream sediments, surface or subsurface
strata, ambient air, indoor air or indoor air quality, including, without
limitation, any material or substance used in the physical structure of any
building or improvement and any environmental medium.

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     “Environmental
Condition” means any condition of the Environment with respect to the
Real Property, with respect to any property previously owned, leased or operated
by Sellers to the extent such condition of the Environment existed at the time
of such ownership, lease or operation, or with respect to any other real
property at which any Hazardous Material generated by the operation of the
business of Sellers prior to the Closing Date has been treated, stored or
disposed of, which violates any Environmental Law, or even though not violative
of any Environmental Law, nevertheless results, or could possibly result, in any
Release, or Threat of Release, damage, loss, cost, expense, claim, demand, order
or liability.

     “Environmental
Damages” means all claims, judgments, damages, losses, penalties, fines,
liabilities (including strict liability), encumbrances, liens, costs and
expenses of investigation and defense of any claim, whether or not such claim is
ultimately defeated, and of any good faith settlement of judgment, of whatever
kind or nature, contingent or otherwise, matured or unmatured, foreseeable or
unforeseeable, including without limitation reasonable attorneys’ fees and
disbursements and consultants’ fees, any of which are incurred at any time as a
result of the existence prior to the Closing Date of Hazardous Material upon,
about, beneath the Real Property or migrating or threatening to migrate to or
from the Real Property, or the existence of a violation of Environmental Laws
pertaining to the Real Property.

     “Environmental Law”
means any Law directly regulating the Environment or activities with respect to
the Environment, or implementing or otherwise dealing with the subject matter
thereof.

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

     “Excluded
Representations” has the meaning set forth in Section
11.3.

     “Expiration
Date” has the meaning set forth in Section
11.3.

     “Family Affiliate”
means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse,
sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law,
brother-in-law or sister-in-law, including adoptive relationships, of the
Shareholder.

     “Financial
Statements” has the meaning set forth in Section
6.18(a).

     “GAAP” means
generally accepted accounting principles.

     “General Enforceability
Exceptions” has the meaning set forth in Section 6.3.

     “Governmental
Authority” means any government, political subdivision or regulatory
body, whether federal, state, local or foreign, or any agency or instrumentality
of any such government or political subdivision or regulatory authority, or any
federal, state, local or foreign court or arbitrator.

     “Guarantor” has the
meaning set forth in the Seller Group Loan and Security Agreement.

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     “Hazardous
Material” means any pollutant, toxic substance, including asbestos and
asbestos-containing materials, hazardous waste, hazardous material, hazardous
substance, contaminant, radiation and radioactive materials, leaded paints,
toxic mold and other harmful biological agents, and polychlorinated biphenyls as
defined in, the subject of, or would give rise to, liability under any
Environmental Law.

     “Indebtedness” of
any Person means: either (a) any liability of any Person (i) for borrowed money
(including the current portion thereof), or (ii) under any reimbursement
obligation relating to a letter of credit, bankers’ acceptance or note purchase
facility, or (iii) evidenced by a bond, note, debenture or similar instrument
(including a purchase money obligation), or (iv) for the payment of money
relating to leases that are required to be classified as a capitalized lease
obligation in accordance with GAAP, or (v) for all or any part of the deferred
purchase price of property or services (other than trade payables), including
any “earnout” or similar payments or non-compete payments, or (vi) under
interest rate swap, hedging or similar agreements, or (b) any liability of
others described in the preceding clause (a) that such Person has guaranteed,
that is recourse to such Person or any of its assets or that is otherwise its
legal liability or that is secured in whole or in part by the assets of such
Person. For purposes of this Agreement, Indebtedness shall include (A) any and
all accrued interest, success fees, prepayment premiums, make-whole premiums or
penalties, and fees or expenses actually incurred (including attorneys’ fees)
associated with the prepayment of any Indebtedness, (B) any and all amounts owed
by the Sellers to any Affiliate of Sellers including, without limitation, the
Shareholder and (C) any and all bonuses or incentive payments owed by the
Sellers to any of their employees.

     “Indemnified
Party” has the meaning set forth in Section 11.2(a).

     “Indemnifying
Party” has the meaning set forth in Section 11.2(a).

     “Intellectual
Property” means Copyrights, Domain Names, Patents, Software, Trademarks
and Trade Secrets.

     “Interim Financial
Statements” has the meaning set forth in Section
6.18(a).

     “IRS” means the
Internal Revenue Service.

     “Jurisdictions”
has the meaning set forth in Section 6.8.

     “Knowledge” means
the actual knowledge of the Shareholder, or knowledge obtained or obtainable in
the exercise of reasonable diligence in the normal course of business or conduct
of duties.

     “Law” means any
law, statute, code, ordinance, regulation or other requirement of any
Governmental Authority.

     “Leased Real
Property” has the meaning set forth in Section 6.6(b).

     “Lenders” has
the meaning set forth in Section 4.1.

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     “Liability
Claim” has the meaning set forth in Section 11.2(a).

     “Lien” means any
mortgage, lien, pledge, encumbrance, security interest, claim, charge, defect in
title or other restriction.

     “Litigation
Conditions” has the meaning set forth in Section
11.2(b).

     “Losses” has
the meaning set forth in Section 11.1.

     “Material Adverse
Change” means any change, event, violation, inaccuracy, circumstance, or
effect that is, or could reasonably be expected to be, materially adverse to the
business, assets (including intangible assets), liabilities, financial
condition, results of operations or business prospects of the Sellers taken as a
whole or on the ability of the Seller Group to consummate timely the
transactions contemplated herein, provided, however, that the deterioration in
the business of the Sellers that they are currently experiencing will not be
considered a material change.

     “Noncompetition
Agreements” means the Sellers’ Noncompetition Agreement, Calcott
Noncompetition Agreement, and Wike Noncompetition Agreement.

     “Order” means any
order, judgment, injunction, award, decree, ruling, charge or writ of any
Governmental Authority.

     “Ordinary Course of
Business” shall mean the ordinary course of business consistent with
past custom and practice (including with respect to quantity and frequency).

     “Patents” means all
patents, industrial and utility models, industrial designs, certificates of
invention and other indicia of invention ownership issued or granted by any
Governmental Authority, and all applications, provisionals, reissues,
re-examinations, extensions, divisions, continuations (in whole or in part) and
equivalents and counterparts of the foregoing.

     “Permit” means any
environmental permit, license, approval, consent, or authorization issued by a
Governmental Authority.

     “Permitted
Exceptions” has the meaning set forth in Section
6.6(a).

     “Person” means any
individual, sole proprietorship, partnership, corporation, limited liability
company, unincorporated society or association, trust, or other entity.

     “Pre-Closing Tax
Period” has the meaning set forth in Section 6.22.

     “Prepaid
Expenses” has the meaning set forth in Section 2.1(a).

     “Purchase
Price” means the Closing Payment and the Assumed Liabilities.

     “Purchased
Assets” has the meaning set forth in Section 2.1.

     “Purchaser” has
the meaning set forth in the preamble to this Agreement.

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     “Purchaser’s
Business” has the meaning set forth in Section
13.1(a).

     “Real
Property” means: (i) the Leased Real Property; and (ii) the
interests of Sellers’ Affiliates in the real property that is the subject of
those leases set forth on Schedule
9.1(d).

     “Real Property
Leases” has the meaning set forth in Section 6.6(b).

     “Related
Party” has the meaning set forth in the Seller Group Loan and
Security Agreement.

     “Release” means any
releasing, spilling, leaking, pumping, pouring, emitting, emptying, discharging,
injecting, escaping, leaching, disposing, or dumping of a Hazardous Material
into the Environment (including, without limitation, the abandonment or
discarding of barrels, containers and other closed receptacles containing any
Hazardous Materials) and any condition that results in the exposure of a Person
to a Hazardous Material.

     “Retained
Assets” has the meaning set forth in Section 2.2.

     “Retained
Liabilities” has the meaning set forth in Section 3.2.

     “Returns” has
the meaning set forth in Section 6.22.

     “Sellers” has
the meaning set forth in the preamble to this Agreement.

     “Sellers’ Confidential
Information” has the meaning set forth in Section
13.1(a).

     “Seller Group”
has the meaning set forth in the preamble to this Agreement.

     “Seller Group Counsel’s
Opinion” has the meaning set forth in Section 5.2(k).

     “Seller Group Loan and
Security Agreement” means the Loan and Security Agreement dated April
11, 2006, by and among The Calcott Companies, Inc., Astra Financial Services,
Inc., Cal Cars, Inc., Cal Cars AB, Inc., Cal Cars of Champaign, Inc., Cal Cars
of East Peoria, Inc., Cal Cars of Iowa, Inc., Calcars Used Auto Sales of
Oklahoma, Inc. and Cal Cars of Indiana, Inc., as Borrowers, and John R. Calcott,
Midwest Real Estate Management, Ltd., Midwest Real Estate Management Limited
Partnership, and West Locust Davenport, L.L.C. as Guarantors, Lancelot Investors
Fund, L.P., as Initial Investor, the other Lenders from time to time party
thereto, and AGM, LLC, as Administrative Agent, all as amended from time to
time.

     “Sellers Noncompetition
Agreement” has the meaning set forth in Section
5.2(h).

     “Shareholder”
has the meaning set forth in the preamble to this Agreement. 

     “Software” means
all computer software and code, including assemblers, applets, compilers, source
code, object code, development tools, design tools, user interfaces and data, in
any form or format, however fixed.

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     “Tangible Personal
Property” has the meaning set forth in Section 6.6(c).

     “Tax” means (a) any
net income, alternative or add-on minimum tax, gross income, gross receipts,
sales, use, ad valorem, value added, transfer, franchise, profits, license,
withholding on amounts paid to or by the Sellers, payroll, employment, excise,
severance, stamp, occupation, premium, property, environmental or windfall
profit tax, custom, duty or other tax, governmental fee or other like assessment
or charge of any kind whatsoever, together with any interest, penalty, addition
to tax or additional amount imposed by any Taxing Authority, whether disputed or
not, (b) any liability of the Sellers for the payment of any amounts of any of
the foregoing types as a result of being a member of an affiliated,
consolidated, combined or unitary group, or being a party to any agreement or
arrangement whereby liability of the Sellers for payment of such amounts was
determined or taken into account with reference to the liability of any other
entity and (c) any liability of the Sellers for the payment of any amounts as a
result of being a party to any Tax sharing agreements or arrangements (whether
or not written) binding on the Sellers or with respect to the payment of any
amounts of any of the foregoing types as a result of any express or implied
obligation to indemnify any other Person.

     “Tax Authority”
has the meaning set forth in Section 6.22.

     “Threat of Release”
means a substantial likelihood of a Release that requires action to prevent or
mitigate damage to the Environment that might result from such Release.

     “Trade
Payables” means bona fide trade payables of Sellers evidenced by
invoices, including, without limitation, payables relating to office supplies,
building supplies and construction supplies.

     “Trade Secrets”
means all inventions, discoveries, ideas, processes, designs, models, formulae,
patterns, compilations, programs, devices, methods, techniques, processes,
know-how, proprietary information, customer lists, software code, technical
information, data and databases, drawings and blueprints, and all other
information and materials that would constitute a trade secret under applicable
law.

     “Trademarks” means
all trademarks, trade names, fictitious business names, service marks,
certification marks, collective marks and other proprietary rights to words,
names, slogans, symbols, logos, devices, sounds, other things or combination
thereof used to identify, distinguish and indicate the source or origin of goods
or services, and all registrations, renewals and applications for registration,
equivalents and counterparts of the foregoing, and the goodwill of Sellers
associated with each of the foregoing.

     “Vehicle
Liabilities” has the meaning set forth in Section
3.1(b).

     “Wike”
means Karen Wike.

     “Wike Noncompetition
Agreement” has the meaning set forth in Section
5.2(j).

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ARTICLE 2: PURCHASE AND SALE OF ASSETS

     2.1 Assets to be
Transferred. At the Closing, the Purchaser shall purchase from
the Sellers, and the Sellers shall sell, transfer, assign, convey and deliver to
the Purchaser, all of the Sellers’ right, title and interest in and to all
assets, rights and properties of every nature, kind and description, whether
owned, leased or licensed, whether tangible or intangible, and whether real,
personal or mixed (collectively, the “Purchased Assets”),
excluding only the Retained Assets, but including, without limitation, the
following:

     (a) All
prepaid expenses, advance payments and other similar deposits, including without
limitation, deposits with suppliers and utilities and security deposits made
under any Real Property Lease that is an Assumed Contract (“Prepaid
Expenses”), but excluding prepaid taxes and prepaid insurance;

     (b) All
accounts receivable and other claims for money due to the Sellers, excluding
only (i) accounts receivable with Affiliates and Family Affiliates; (ii)
intercompany receivables; (iii) other claims for money due to Sellers from
Shareholder and/or any Affiliate and/or Family Affiliate; and (iv) claims
described in Section 2.2(a) (“Accounts
Receivable”);

     (c) All
furniture, fixtures, machinery and equipment, including, without limitation,
office equipment, supplies and other tangible property;

     (d) All
contracts and agreements to which Sellers are a party or by which Sellers’
assets or properties are bound and which are specifically identified on
Schedule 2.1(d) and all rights under the Contracts with customers
for the purchase of motor vehicles, including, but not limited to rights with
respect to the vehicle substitution program, including but not limited to the
claim processing fee and insurance proceeds payable under such program
(collectively, the “Assumed Contracts”);

     (e) All
Intellectual Property other than (i) rights set forth in the contract of the
Sellers with Autostar, except as set forth in Section 10.5; and
(ii) Intellectual Property specifically listed as being a Retained Asset;

     (f) All
of Sellers’ computer equipment and hardware, including without limitation all
central processing units, terminals, disk drives, tape drives, electronic memory
units, printers, keyboards, screens, peripherals (and other input/output
devices), modems, hand held computers, laptop computers and notebook computers,
and any and all parts and appurtenances thereto, used primarily in connection
with the Business, except as set forth on Schedule 2.2(f);

     (g) All
of Sellers’ right, title and interest in and to all landline telephone numbers
(local and toll free), used by Sellers in connection with the Business, with the
exception of those telephone numbers listed on Schedule
2.2(k);

     (h) All
licenses, permits, franchises, certificates of authority, certificates of
occupancy, safety, fire and health approvals, or any waiver of any of the 

8




foregoing, issued to the Sellers by any
Governmental Authority, but only to the extent transferable;

     (i)
Except for the corporate minute books and related stock records of the Sellers,
all business records of the Sellers, including, without limitation, all books,
records, ledgers, files, documents, correspondence, lists, including, without
limitation, customer lists (in whatever form or medium), plats, drawings,
photographs, creative materials, advertising and promotional materials, studies,
reports and other materials (in whatever form or medium), owned or maintained by
the Sellers, except as otherwise specifically excluded in Section
2.2; 

     (j) All
rights, claims, and causes of action of Sellers under or pursuant to all
warranties, representations, indemnifications, hold harmless provisions, and
guarantees made by suppliers, licensors, manufacturers, contractors, and others
(including Sellers’ predecessors in title to the Purchased Assets) in respect of
the Business or Purchased Assets, but excluding rights, claims and causes of
action that relate to any Retained Assets; and

     (k)
Sellers’ inventory of motor vehicles (i) sold to customers but not yet paid for;
and/or (ii) held as a result of repossession.

     2.2 Retained
Assets. Notwithstanding anything in this Agreement to the
contrary, the Sellers will retain the following assets, rights and properties
(collectively, the “Retained Assets”), and the Purchaser will in
no way be construed to have purchased or acquired (or to be obligated to
purchase or to acquire) any interest whatsoever in any of the Retained
Assets:

     (a)
Except as set forth in Section 2.1(j), all rights, claims, and
causes of action of Sellers against third parties (including Sellers’
predecessors in title to the Purchased Assets), including without limitation
insurance claims [except as set forth in Section 2.1(d)] and
including without limitation Sellers’ claims asserted in Astra Financial
Services, et al. v. Bridge Healthcare Finance LLC, et al., 17th
Judicial Circuit, Winnebago County, Illinois, Case No. 06 L 296;

     (b)
Sellers’ inventory of motor vehicles, except for inventory described in
Section 2.1(k);

     (c)
claims for payment of money other than (i) the Accounts Receivable, (ii) claims
under the Assumed Contracts, and (iii) as set forth in Section
2.1(j);

     (d)
Sellers’ books of account and corporate records that relate, in whole or in
part, to Seller’s corporate organization and governance matters of Seller,
including, without limitation, Seller’s articles of incorporation, bylaws,
minutes of directors, shareholders and committees, corporate minute books, and
income tax returns;

     (e)
Sellers’ names, trade names, Trademarks, servicemarks, Copyrights and Domain
Names, e-mail addresses, and websites;

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     (f)
cellular phones, digital phones, personal radios, personal data assistants,
pagers, “Palm Pilots, Blackberries and their equivalents” and other
communication controllers, and those assets specifically listed on
Schedule 2.2(f);

     (g) all
insurance policies of Sellers and any prepaid premiums for such insurance
policies; 

     (h)
all prepaid taxes of Sellers;

     (i)
all claims and causes of action relating to Retained Assets; 

     (j)
Contracts that are not Assumed Contracts; 

     (k)
Sellers’ cellular telephone numbers and those land line telephone numbers listed
on Schedule 2.2(k); 

     (l)
Sellers’ employment and personnel files, except that Sellers shall provide to
the Purchaser copies of any such employment and personnel files for which it
receives a valid authorization and release from the applicable employee; 

     (m) any
photographs, creative materials, and advertising, marketing and promotional
materials that contain or include any of Sellers’ names, servicemarks, Trade
Names, and/or Copyrights; and

     (n)
all of Sellers’ goodwill.

ARTICLE 3: LIABILITIES

     3.1 Assumed
Liabilities. At the Closing, the Purchaser shall assume and
become responsible for, and shall thereafter pay, perform and discharge as and
when due all of the liabilities of the Sellers set forth below (collectively,
the “Assumed Liabilities”):

     (a) All
liabilities and obligations of the Sellers as of the Closing Date arising under
or related to the Assumed Contracts; provided, however, the
Purchaser will not assume or be responsible for any such liabilities or
obligations to be performed on or prior to the date of the Closing or that arise
from breaches of such Assumed Contracts or defaults under such Assumed Contracts
by Sellers, all of which liabilities and obligations constitute Retained
Liabilities.

     (b) The
wholesale purchase price for motor vehicles which have been re-sold by Sellers
prior to the Closing Date but not paid for by Sellers and all sales tax, tag and
title obligations with respect thereto, subject to a cap of Three Hundred Twenty
Five Thousand and 00/100 Dollars ($325,000.00) in the aggregate for the
foregoing liabilities (together, the “Vehicle Liabilities”). The
parties acknowledge that Sellers believe that the vehicles listed on
Schedule 3.1(b) represent those vehicles to which the Purchaser’s
obligations under this Section 3.1(b) apply, and that the
Purchaser agrees to review the paperwork relating to such vehicles and determine
whether it agrees that such 

10




vehicles are subject to this
Section 3.1(b) as soon as practicable, and in no event later than
October 10, 2007. 

     3.2 Retained
Liabilities.

     (a)
Sellers shall retain all liabilities and obligations of Sellers, other than the
Assumed Liabilities, including, but not limited to obligations of Sellers to pay
Trade Payables, obligations of Sellers to pay Accrued Expenses, obligations of
Sellers under their agreement with Autostar (except as set forth in
Section 10.1), and obligations of Sellers with respect to
financing of their inventory (such retained liabilities and obligations of
Sellers are hereinafter collectively called the “Retained
Liabilities”).

     (b)
Without limiting the foregoing, other than the Assumed Liabilities specifically
identified in Section 3.1, Purchaser shall not assume or take
title to the Purchased Assets subject to, or in any way be liable or responsible
for, any liabilities or obligations of Sellers (whether or not referred to in
any Schedule or Exhibit hereto), it being expressly acknowledged that it is the
intention of the parties hereto that all liabilities and obligations that
Sellers have or may have in the future (whether accrued, absolute, contingent,
unliquidated, or otherwise, whether or not known to Sellers, and whether due or
to become due), other than the Assumed Liabilities, shall be and remain the
liabilities and obligations of Sellers.

     (c)
Without limiting the generality of the foregoing, Purchaser shall not assume or
take title to the Purchased Assets subject to, or in any way be liable or
responsible for: (a) the liabilities and obligations of Sellers payable at the
Closing from the Purchase Price for Indebtedness; (b) any liabilities and
obligations of Sellers relating to the Retained Assets described in
Section 2.2; (c) any liability or obligation of Sellers resulting
from or relating to the employment relationship between Sellers and any of
Sellers’ present or former employees engaged in connection with the ownership or
operation of the Purchased Assets or the termination of any such employment
relationship on or prior to the Closing Date, including without limitation
severance pay and other similar benefits, if any, and any claims filed on or
prior to the Closing Date or which may thereafter be filed by or on behalf of
any such present or former employee relating to the employment or termination of
employment of any such employee by Sellers on or prior to the Closing Date,
including without limitation any claim for wrongful discharge, breach of
contract, unfair labor practice, employment discrimination, unemployment
compensation, or workers’ compensation; (d) any liability or obligation of
Sellers in respect of any agreement, trust, plan, fund, or other arrangement
under which benefits or employment is provided for any of Sellers’ present or
former employees engaged in connection with the ownership or operation of the
Purchased Assets; or (e) any Tax liabilities or deficiencies, whether federal,
state, or local, in each such case to the extent applicable to periods ending on
or prior to the Closing Date.

ARTICLE 4: PURCHASE PRICE

     4.1 Purchase
Price. In consideration for the Purchased Assets, and the Seller
Group and Wike entering into the Noncompetition Agreements, (i) the Purchaser
shall pay the 

11




Assumed Liabilities when and as due after the Closing in the
Ordinary Course of Business, and (ii) the Purchaser shall pay or cause to be
paid for the benefit of the Sellers at Closing in immediately available funds an
amount sufficient to repay the Indebtedness (the “Closing
Payment”) of Sellers and the other Borrowers, Debtors, Guarantors and
Related Parties to the “Lender Parties” under the Seller Group Loan and Security
Agreement (together, the “Lenders”), which Closing Payment shall
be paid directly to the Lenders.

     4.2 Allocation of
Purchase Price. The Purchase Price shall be allocated among the
Purchased Assets in accordance with their fair market values as set forth on
Schedule 4.2 attached hereto. Each of the parties hereto shall
report the purchase and sale of the Purchased Assets in accordance with the
allocations set forth on Schedule 4.2 for all Tax purposes.

ARTICLE 5: CLOSING AND DELIVERIES

     5.1 Closing.
The closing of the transactions contemplated in this Agreement (the
“Closing”) shall take place on October 1, 2007, or such
other date as the parties hereto may mutually determine (the date that the
Closing takes place is referred to herein as the “Closing Date”).
The Closing of the transactions contemplated by this Agreement shall take place
at the offices of Lenders’ counsel at Katten Muchin Roseman LLP, 525 West Monroe
Street, Chicago, IL 60661.

     5.2 Deliveries by
the Seller Group. At the Closing, the Seller Group shall deliver
to the Purchaser the following items:

     (a)
possession of the Purchased Assets;

     (b) a
reasonably current certificate of good standing of Sellers issued by the
Secretary of State of the state of incorporation of Sellers;

     (c)
copies of resolutions of the shareholder of Sellers, acting in his capacity as
shareholder and director, approving the execution and delivery of this Agreement
and the Ancillary Agreements, and the consummation of the transactions
contemplated hereby and thereby, certified by an officer of Sellers;

     (d) a
copy of the Bill of Sale, in the form of Exhibit A attached
hereto, duly executed by the Sellers;

     (e) all
warranties of all machinery and equipment, and all guarantees from all
manufacturers and suppliers relating to any of the Purchased Assets, if any;

     (f) all
contracts, files and other data and documents relating to the Purchased
Assets;

     (g)
appropriate termination statements under the Uniform Commercial Code and other
instruments as may be requested by the Purchaser to extinguish all Indebtedness
of the Sellers and all security interests related thereto to the extent directed
by the Purchaser;

12




     (h) a
copy of a noncompetition agreement in the form of Exhibit B
attached hereto, duly executed by the Sellers (the “Sellers’
Noncompetition Agreement”);

     (i) a
copy of a noncompetition agreement, in the form of Exhibit C
attached hereto, duly executed by Calcott (the “Calcott
Noncompetition Agreement”);

     (j) a
copy of a noncompetition agreement in the form of Exhibit D
attached hereto, duly executed by Wike (the “ Wike Noncompetition
Agreement”);

     (k) an
opinion, dated as of the Closing Date, of counsel to the Seller Group, in the
form of Exhibit E attached hereto (the “Seller Group
Counsel’s Opinion”);

     (l)
copies of executed consents identified on Schedule 6.5; and

     (m) such
other documents and instruments as the Purchaser may reasonably request to
consummate the transactions contemplated hereby.

     5.3 Deliveries by
the Purchaser. At the Closing, the Purchaser shall deliver to the
Sellers the following items:

     (a) an
assumption agreement, in the form of Exhibit F attached hereto,
executed by the Purchaser (the “Assumption Agreement”);

     (b)
the Closing Payment;

     (c)
copies of resolutions of the Board of Directors of the Purchaser approving the
execution and delivery of this Agreement and the Ancillary Agreements, and the
consummation of the transactions contemplated hereby and thereby, certified by
an officer of the Purchaser; 

     (d)
the payments under new leases described in Section 9.3(d); and

     (e) such
other documents and instruments as the Sellers may reasonably request to
consummate the transactions contemplated hereby.

ARTICLE 6: REPRESENTATIONS AND WARRANTIES OF THE
SELLER GROUP

     Each member of the Seller Group,
jointly and severally, hereby represents and warrants to the Purchaser, except
as set forth in the Schedules to this Agreement, that the following
representations and warranties are true and correct, as of the date hereof, and
will be, as of the Closing Date, true and correct, except as set forth on the
Schedules attached hereto and made a part hereof. Except as specifically
provided in this Agreement, the Purchaser acknowledges that the Seller Group has
not made, and does not make, and specifically negates and disclaims, any
representations, warranties, promises, covenants, agreements or guaranties of
any kind or character whatsoever, whether express or implied, oral or written,
past, present or future:

13




     6.1 Existence and
Good Standing. Each Seller is a corporation duly incorporated,
validly existing and in good standing under the laws of the state of their
incorporation.

     6.2
Power. Sellers have the requisite corporate power and
authority to execute, deliver and perform fully their respective obligations
under this Agreement and the Ancillary Agreements.

     6.3 Validity and
Enforceability. This Agreement and each of the Ancillary
Agreements have been duly and validly executed and delivered to the Purchaser by
the Seller Group. The execution, delivery and performance of this Agreement and
each of the Ancillary Agreements, and the consummation of the transactions
contemplated hereby and thereby, have been duly and validly authorized by all
necessary action on the part of each member of the Seller Group, as applicable,
and constitute the valid and legally binding obligations of each of the members
of the Seller Group, enforceable against each member of the Seller Group in
accordance with their respective terms, except as may be limited by (a)
applicable bankruptcy, reorganization, insolvency, moratorium, liquidation,
fraudulent conveyance or other similar Laws affecting the enforcement of
creditors’ rights generally from time to time in effect and (b) the availability
of equitable remedies (regardless of whether enforceability is considered in a
proceeding at Law or in equity) (collectively, the “General Enforceability
Exceptions”).

     6.4 No
Conflict. Neither the execution of this Agreement or the
Ancillary Agreements, nor the performance by any member of the Seller Group of
his or its obligations hereunder or thereunder will (a) violate or conflict with
Sellers’ Articles of Incorporation, Bylaws or other organizational or governing
document, as applicable, or any Law or Order, (b) violate, conflict with or
result in a breach or termination of, or otherwise give any Person additional
rights or compensation under, or the right to terminate or accelerate, or
constitute (with notice or lapse of time, or both) a default under the terms of
any Assumed Contract, to which any member of the Seller Group is a party or by
which any of the Purchased Assets are bound or (c) result in the creation or
imposition of any Lien with respect to, or otherwise have an adverse effect
upon, any of the Purchased Assets. Sellers have provided Purchaser with true,
correct and complete copies of Sellers’ Articles of Incorporation and
Bylaws.

     6.5
Consents. Except as set forth on Schedule
6.5, no consent, approval or authorization of any Person, including any
Governmental Authority, is required to be made or obtained by the Sellers in
connection with the execution and delivery by any member of the Seller Group of
this Agreement or the Ancillary Agreements or the consummation of the
transactions contemplated hereby or thereby.

     6.6
Property.

     (a)
Title. Sellers will have at Closing good and marketable
title to, or valid and enforceable leasehold interests in, all of the Purchased
Assets, in each case free and clear of all Liens other than Liens for current
(but not respread) taxes, assessments, fees and other charges by Governmental
Authorities which are not due and payable (collectively, the “Permitted
Exceptions”).

14




     (b)
Real Property Leases. Schedule 6.6(b) sets forth a
true and complete description of all real property leased, licensed to or
otherwise used or occupied (but not owned) by the Sellers (collectively, the
“Leased Real Property”) including the address thereof, the annual
fixed rental, the expiration of the term, any extension options and any security
deposits. A true and correct copy of each such lease, license or occupancy
agreement, and any amendments thereto, with respect to the Leased Real Property
(collectively, the “Real Property Leases”) has been delivered to
the Purchaser, and no changes have been made to any Real Property Leases since
the date of delivery. All of the Leased Real Property is used or occupied by the
Sellers pursuant to a Real Property Lease. Each Real Property Lease is in full
force and effect and is valid, binding and enforceable in accordance with its
terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium,
liquidation, fraudulent conveyance and other similar Laws and principles of
equity affecting creditors’ rights and remedies generally. Except as set forth
on Schedule 6.6(b), there are no existing defaults by the Sellers
or, to Sellers’ Knowledge, the lessor under any of the Real Property Leases, and
no event has occurred which (with notice, lapse of time or both) could
reasonably be expected to constitute a breach or default under any of the Real
Property Leases by any party or give any party the right to terminate,
accelerate or modify any Real Property Lease. Consent is required from the
lessor under each of the Real Property Leases in order to consummate the
transactions contemplated by this Agreement and the Ancillary Agreements.

     (c)
Tangible Personal Property. Schedule 6.6(c) sets
forth a true and complete fixed asset list prepared by Sellers’ accountant and
used in preparation of the Financial Statements (the “Tangible Personal
Property”); provided, however, that, notwithstanding the foregoing, the
parties acknowledge that the fixed assets on Schedule
6.6(c) that relate to the Lafayette, Indiana location have
been sold, are no longer owned by Sellers, and are not included in the Purchased
Assets or the Tangible Personal Property.

     (d)
Absence of Violations. Except as set forth on Schedules
6.6(d) and 12(c) (with respect to OSHA complaints): 

     (i) To
Sellers’ Knowledge, none of the Real Property, nor the leasing, occupancy or use
of the Real Property, is in material violation of any Law, including, without
limitation, any building, zoning, environmental or other ordinance, code, rule
or regulation, and there are no work orders, notices of deficiency or notices of
violation issued by any Governmental Authority affecting the Real Property.

     (ii) To
Sellers’ Knowledge, the condition and use of the Real Property conforms in all
material respects to each applicable certificate of occupancy and all other
permits required to be issued in connection with the Real Property. Sellers have
obtained all permits necessary for the operation of the business of Sellers at
the Real Property, and is zoned to permit the current use of the Real
Property.

15




     (e)
Reassessments. To Sellers’ Knowledge, there is not now pending nor
contemplated any reassessment of any parcel included in the Real Property that
could result in a change in the rent, additional rent or other sums and charges
payable by Sellers under any agreement relating to the Real Property.

     (f)
No Condemnation. To Sellers’ Knowledge, there is no pending
condemnation, expropriation, eminent domain or similar proceeding affecting all
or any portion of the Real Property, other than the Real Property located in
Springfield, Ohio. Sellers have not received any written notice or oral notice
of any such proceeding, and Sellers have no Knowledge that any such proceeding
is contemplated, other than respect to the Real Property located in Springfield,
Ohio.

     (g)
Condition of Property. To Sellers’ Knowledge, there are no
material defects in, mechanical failure of, or damage to, the Real Property,
other than as set forth on Schedule 6.6(g).

     6.7 Condition of
Property. The tangible Purchased Assets are purchased by the Purchaser
“as is, where is,” and Sellers specifically disclaim any warranties, whether
express or implied, other than warranties of title. 

     6.8 Unclaimed
Funds. Except as disclosed on Schedule 6.8, (i) to
Sellers’ Knowledge, Sellers do not have any liabilities, at or as of the Closing
Date, under the unclaimed funds or unclaimed property laws of any jurisdiction
in which Sellers transact business (“Jurisdictions”), except
liabilities reflected on the Financial Statements or the Interim Financial
Statements, (ii) Sellers have timely and properly reported and surrendered all
unclaimed funds and unclaimed property to the states in the Jurisdictions in
accordance with the laws of such Jurisdictions, and (iii) Sellers have complied
with, are not in violation of or delinquent in any respect to, the unclaimed
funds or unclaimed property laws of the Jurisdictions and have not paid,
received notice of or otherwise been subjected to any civil or criminal
penalties, including, without limitation, any fines, interest payments or other
penalties, under such laws.

     6.9
Litigation. Except as set forth on Schedule
6.9, there is no instance in which Sellers, in connection with the
operation of the Business or the Purchased Assets, are or have been within the
one-year period prior to the date of this Agreement (a) subject to any
unsatisfied Order or (b) a party, or, are threatened to be made a party, to any
complaint, action, suit, proceeding, hearing or investigation of any Person or
Governmental Authority relating to the Purchased Assets or that might affect the
Purchased Assets. Other than dealing with customer complaints and issues in the
Ordinary Course of Business, to Sellers’ Knowledge, except as set forth on
Schedule 6.9, no event has occurred or circumstances exist that
could give rise to or serve as a basis for the commencement of any complaint,
action, suit, proceeding, hearing or investigation of any Person or Governmental
Authority relating to the Purchased Assets or that might affect the Purchased
Assets. There are no judicial or administrative actions, proceedings or
investigations pending or, to Sellers’ Knowledge, threatened that question the
validity of this Agreement, the Ancillary Agreements or any of the transactions
contemplated hereby or thereby. 

16




     6.10 Compliance with
Laws. To Sellers’ Knowledge, Sellers are now, and have been
within the past three years, in material compliance with all Laws and Orders
applicable to the Purchased Assets and the Business, including without
limitation, those respecting (a) labor and employment Laws, standards and
practices (including, without limitation, all payroll and payroll withholding
practices associated therewith), (b) zoning applicable to the operation of the
Business on the Leased Real Property, (c) Intellectual Property and (d)
Environmental Laws. No member of the Seller Group has Knowledge of any proposed
Law or Order that would be applicable to the Purchased Assets or the Business
and that would result in a Material Adverse Change to the Purchased Assets or
the Business.

     6.11 Conduct of
Business. Since July 31, 2007, Sellers have not:

     (a)
mortgaged, pledged or subjected to any Lien, any of the Purchased Assets, except
Permitted Exceptions and except to the Lenders;

     (b) sold,
assigned, licensed, leased or transferred (including, without limitation,
transfers to any employees, Seller Group or any of their Affiliates) any
Purchased Assets except in the Ordinary Course of Business, or canceled any
debts or claims;

     (c)
waived any rights of value or suffered any losses except in the Ordinary Course
of Business;

     (d) taken
any other action or entered into any other transaction (including any
transactions with employees, Seller Group or any of their Affiliates) other than
(i) in the Ordinary Course of Business; (ii) with the Lenders; and/or (iii) the
transactions contemplated by this Agreement and the Ancillary Agreements;

     (e)
suffered any theft, damage, destruction or material loss of or to any Purchased
Assets;

     (f)
increased the salary, wages or other compensation rates of any officer,
employee, director or consultant of Sellers except in the Ordinary Course of
Business;

     (g) made
any change in accounting or Tax principles, practices or policies from those
utilized in the preparation of the Financial Statements;

     (h) made
any write-off or write-down of or made any determination to write-off or
write-down any of the assets and properties of Sellers, except in the Ordinary
Course of Business;

     (i) made
any change in the general pricing practices or policies or any change in the
credit or allowance practices or policies; or

     (j)
entered into any amendment, modification, termination (partial or complete) or
granted any waiver under or given any consent with respect to any Assumed
Contract, except in the Ordinary Course of Business.

17




     6.12 Labor
Matters.

     (a)
Union and Employee Contracts. Except as set forth on
Schedule 6.12(a), (i) Sellers are not a party to or bound by any
union contract, collective bargaining agreement, employment contract,
independent contractor agreement, consultation agreement or other similar type
of contract, (ii) Sellers have not agreed to recognize any union or other
collective bargaining unit and (iii) no union or collective bargaining unit has
been certified as representing the employees of Sellers and no organizational
attempt has been made or threatened by or on behalf of any labor union or
collective bargaining unit with respect to any employees of Sellers employed in
connection with the Business. With respect to its Business, Sellers have not
experienced any labor strike, dispute, slowdown or stoppage or any other labor
difficulty during the past five years.

     (b)
List of Employees, Etc. Schedule 6.12(a) sets forth a list of the
employees, consultants and independent contractors of Sellers, their positions,
their dates of hire, whether their status is active or inactive (and if
inactive, the reason that they are inactive and their expected return to work
date), their work status (full-time, part-time, temporary, casual, etc.), the
rate of all regular and special compensation payable to each such person in any
and all capacities and any regular or special compensation that will be payable
to each such person in any and all capacities as of the Closing Date other than
the then current accrual of regular payroll compensation. Except as set forth on
Schedule 6.12(a), no member of the Seller Group has any Knowledge
that any of the employees with respect to the Sellers’ business intends to
terminate their employment relationship with Sellers.

     (c)
Labor and Employee Laws. Except as set forth on
Schedule 6.12(c), there are no audits,
complaints, claims or charges pending, outstanding, or to Sellers’ Knowledge,
anticipated or threatened, nor are there any orders, decisions, directions or
convictions currently registered or outstanding by any Governmental Authority
against or in respect of Sellers under any Laws pertaining to labor and
employment, and without limiting the generality of the foregoing, there are no
outstanding, pending or threatened charges or complaints against Sellers
relating to unfair labor practices or discrimination or under any legislation
relating to employees, labor or labor relations. Sellers have paid in full all
amounts owing under applicable workers compensation legislation, and the
workers’ compensation claims experience of Sellers would not permit a penalty
reassessment under such legislation. There are no charges or orders requiring
Sellers to comply outstanding under applicable occupational health and safety
legislation. 

     6.13
[intentionally left blank]

     6.14
Environmental. Except as set forth on Schedule
6.14:

     (a) To
Sellers’ Knowledge, Sellers have not been in material violation of any
Environmental Law, engaged in or permitted any operations or activities upon, or
any use or occupancy of the Real Property, or any portion thereof, for the
purpose of or in 

18




any way involving the handling,
manufacture, treatment, storage, use, generation, release, discharge, refining,
dumping or disposal of any Hazardous Materials (whether legal or illegal,
accidental or intentional) on, under, in or about the Real Property, or
transported any Hazardous Materials to, from or across the Real Property, nor
are any Hazardous Materials presently constructed, deposited, stored or
otherwise located on, under, in or about the Real Property, nor, to the Sellers’
Knowledge, have any Hazardous Materials migrated from the Real Property upon or
beneath other properties, nor, to the Sellers’ Knowledge, have any Hazardous
Materials migrated or threatened to migrate from other properties upon, about or
beneath the Real Property.

     (b) To
Sellers’ Knowledge, Sellers presently are and have been in material compliance
with all Environmental Laws applicable to the Real Property, and there exists no
Environmental Conditions that require reporting, investigation, assessment,
cleanup, remediation or any other type of response action pursuant to any
Environmental Law or that could be the basis for any liability of any kind
pursuant to any Environmental Law.

     (c)
Neither the Sellers nor the Shareholder have received written notice or other
communication concerning any alleged violation of Environmental Law, whether or
not corrected to the satisfaction of the appropriate authority, nor notice or
other communication concerning alleged liability for Environmental Damages in
connection with the Real Property and there exists no writ, injunction, decree,
order or judgment outstanding, nor any lawsuit, claim, proceeding, citation,
directive, summons or investigation, pending or threatened, relating to the
ownership, use, maintenance or operation of the Real Property by any person, or
from alleged violation of Environmental Laws, or from the suspected presence of
Hazardous Material on the Real Property.

     (d) To
Sellers’ Knowledge, there are no underground tanks and related pipes, pumps and
other facilities regardless of their use or purpose whether active or abandoned
at the Real Property.

     (e) (i)
There currently are effective all Permits required under any Environmental Law
which are necessary for the Sellers’ activities and operations at the Real
Property and for any ongoing alterations or improvements at the Real Property;
and (ii) any applications for renewal of such Permits have been submitted on a
timely basis.

     (f)
Sellers have made available to the Purchaser copies of all documents, records
and information in its possession or control concerning Environmental
Conditions, including, without limitation, previously conducted environmental
audits and documents regarding any disposal of Hazardous Materials at, upon or
from the Real Property, spill control plans and environmental agency reports and
correspondence.

     6.15
Contracts. Schedule 6.15 sets forth all
of the contracts including, without limitation, any contract, agreement, lease,
instrument, guarantee, bid, order or proposal that relate to the Purchased
Assets or which any of the Purchased Assets are bound (the
“Contracts”). Sellers have provided to the Purchaser true,
correct and complete copies of each 

19




such Contract, as amended to date. Each
Assumed Contract listed on Schedule 6.15 (or required to be listed
on Schedule 6.15) is a valid, binding and enforceable
obligation of Sellers, enforceable in accordance with its terms except as may be
limited by the General Enforceability Exceptions. With respect to the Assumed
Contracts set forth on Schedule 6.15 (or required to be listed on
Schedule 6.15), except as set forth therein: (a) Sellers are not,
nor any other party thereto is in default under or in violation of any Assumed
Contract; (b) no event has occurred which (with notice or lapse of time, or
both) would constitute such a default or violation by Sellers or any other party
to any Assumed Contract; and (c) Sellers have not released any of their rights
under any Assumed Contract.

     6.16 Licenses and
Permits. Schedule 6.16 sets forth a true and
complete list and description of all licenses, permits and other authorizations
of any Governmental Authority held by Sellers and used by Sellers in the conduct
of the Business. To Sellers’ Knowledge, except for the licenses, permits and
authorizations set forth and described in Schedule 6.16, there are
no licenses, permits or other authorizations, whether written or oral, necessary
or required for the conduct of the Business or for their ownership or use of any
of the Purchased Assets.

     6.17 Software
Programs. Schedule 6.17 sets forth a complete and
correct list of all Software programs used by Sellers in the Business. All fees
associated with maintaining any Intellectual Property required to have been set
forth on Schedule 6.17 have been paid in full in a timely
manner.

     6.18 Financial
Statements.

     (a) Schedule 6.18
sets forth true and complete copies of (i) the audited balance sheets of Sellers
as of December 31, 2006 and 2005 and the related audited statements of income
and shareholders’ equity for the years then ended, together with the notes
thereto, and the other financial information included therewith (collectively,
the “Financial Statements”), and (ii) reviewed balance sheet as of
July 31, 2007, and the related statements of income for the six (6) month period
then ended (collectively the “Interim Financial Statements”).

     (b) The Financial Statements
present fairly, in all material respects, the financial position, results of
operations of Sellers at the dates and for the time periods indicated, and have
been prepared by the management of Sellers in a manner consistent with Sellers’
historic accounting practices, consistently applied throughout the periods
indicated. The Interim Financial Statements present fairly in all material
respects the financial position, results of operations and shareholders’ equity
of Sellers at the date and for the period indicated and have been prepared in a
manner consistent with Sellers’ historic accounting practices. The Financial
Statements and the Interim Financial Statements were derived from the books and
records of Sellers.

     6.19 Undisclosed
Liabilities. Except as reflected in the Interim Financial
Statements or as set forth on Schedule 6.19, Sellers have no
liabilities (whether accrued, absolute, contingent, unliquidated or otherwise,
whether due or to become due, whether known or unknown, regardless of when
asserted) arising out of transactions or events entered into prior to the
Closing Date, or any action or inaction, or any state of facts existing, with
respect to or based upon transactions or events occurring prior to the Closing
Date hereof, except liabilities 

20




which have arisen after the date of the Interim Financial
Statements in the Ordinary Course of Business.

     6.20 Accounts
Receivable. Except as set forth on Schedule 6.20,
all Accounts Receivable of Sellers represent sales actually made in the Ordinary
Course of Business or valid claims as to which full performance will have been
rendered by Sellers as of the Closing. The reserve on the Interim Financial
Statements against the Accounts Receivable for returns and bad debts has been
calculated in a manner consistent with past practice. No counter claims,
defenses or offsetting claims with respect to the Accounts Receivable of Sellers
are pending or, to Sellers’ Knowledge, threatened. Except as set forth on
Schedule 6.20, all of the Accounts Receivable of Sellers relate
solely to sales of goods or services to customers of Sellers, none of which are
Affiliates of any member of the Seller Group.

     6.21
Indebtedness. Schedule 6.21 sets forth a
true, correct and complete list of the individual components (indicating the
amount and the Person to whom such Indebtedness is owed) of all the Indebtedness
outstanding with respect to Sellers as of the Closing Date other than (i)
pursuant to the Seller Group Loan and Security Agreement; or Indebtedness to (A)
Calcott; (B) any Affiliate; and/or (C) any Family Affiliate.

     6.22
Taxes.

     (a) All Tax returns, statements,
reports and forms (including estimated tax or information returns and reports)
required to be filed with any Governmental Authority responsible for the
imposition of any Tax (a “Taxing Authority”) with respect to any
Tax period (or portion thereof) ending on or before the date of this Agreement
(a “Pre-Closing Tax Period”) by or on behalf of Sellers
(collectively, the “Returns”) have, to the extent required
to be filed on or before the date of this Agreement, been filed when due in
accordance with all applicable Laws.

     (b) The Returns (i) correctly
reflect in all material respects the facts regarding the income, business,
assets, operations, activities and status of Sellers as reported therein, (ii)
were correct and complete in all material respects and (iii) have been prepared
in accordance with all applicable Laws.

     (c) Sellers do not have any Tax
liabilities (whether due or to become due) with respect to the income, property
and operations of Sellers that relate to any Pre-Closing Tax Period, except for
(i) Tax liabilities reflected in the Interim Financial Statements or that have
arisen after the date of the Interim Financial Statements in the Ordinary Course
of Business; (ii) Taxes collectible or remittable, as applicable, by them that
will be remitted on or prior to the Closing Date; (iii) the Vehicle Liabilities;
and (iv) approximately $4000 in additional Taxes (other than the Vehicle
Liabilities) owed to the State of Indiana.

     (d) All Taxes owed by Sellers
(whether or not shown as due and payable on the Returns that have been filed)
have been timely paid, or withheld and remitted to the appropriate Taxing
Authority, except for (i) the Vehicle Liabilities; and (ii) approximately $4000
in additional Taxes (other than the Vehicle Liabilities) owed to the State of
Indiana.

21




     (e) Sellers have collected and
remitted all Taxes collectible or remittable, as applicable, by it on or before
the Closing Date, except for the Vehicle Liabilities.

     (f) There is no action, suit,
proceeding, claim, audit or investigation now pending of which any member of the
Seller Group is aware or any action, suit, proceeding, claim, audit or
investigation to Sellers’ Knowledge threatened against or with respect to
Sellers in respect of any Tax, other than inquiries from the State of Indiana
regarding the Vehicle Liabilities.

     (g) There are no Liens for Taxes
upon the Purchased Assets, except liens for (i) current Taxes not yet due; (ii)
the Vehicle Liabilities; and (iii) approximately $4000 in additional Taxes
(other than the Vehicle Liabilities) owed to the State of Indiana.

     6.23
[intentionally left blank]

     6.24
Brokers. Except as set forth on Schedule
6.24 no Person has acted directly or indirectly as a broker, finder or
financial advisor for any member of the Seller Group in connection with the
negotiations relating to the transactions contemplated by this Agreement, and no
Person is entitled to any fee or commission or like payment in respect thereof
based in any way on any agreement, arrangement or understanding made by or on
behalf of any member of the Seller Group.

     6.25
Disclosure. Neither this Agreement (including the
Exhibits and Schedules hereto) or the Ancillary Agreements nor any other
agreement, document, certificate or written statement furnished to the Purchaser
by or on behalf of Seller Group in connection with this Agreement, the Ancillary
Agreements or the transactions contemplated by hereunder or thereunder contains
any untrue statement of a material fact or omits to state a material fact
necessary in order to make the statements contained herein or therein not
misleading.

ARTICLE 7: REPRESENTATIONS AND WARRANTIES OF THE
PURCHASER

     The Purchaser hereby
represents and warrants to the Seller Group as follows:

     7.1 Existence and
Good Standing. The Purchaser is a corporation duly organized,
validly existing and in good standing under the laws of the State of Florida.


     7.2
Power. The Purchaser has the requisite power and
authority to execute, deliver and perform fully its obligations under this
Agreement and the Ancillary Agreements.

     7.3 Validity and
Enforceability. This Agreement and each of the Ancillary
Agreements have been duly and validly executed and delivered to the Seller Group
by the Purchaser. The execution, delivery and performance of this Agreement and
the Ancillary Agreements and the consummation of the transactions contemplated
hereby and thereby have been duly and validly authorized by all necessary action
on the part of the Purchaser and constitute the valid and legally binding
obligations of the Purchaser enforceable against the Purchaser in accordance
with their terms, except as may be limited by the General Enforceability
Exceptions.

22




     7.4 No
Conflict. Neither the execution of this Agreement or the
Ancillary Agreements, nor the performance by the Purchaser of its obligations
hereunder or thereunder will violate or conflict with the Purchaser’s Articles
of Incorporation or Bylaws or any Law or Order.

     7.5
Consents. No consent, approval or authorization of any
third party or Governmental Authority is required in connection with the
execution and delivery by the Purchaser of this Agreement or the Ancillary
Agreements or the consummation of the transactions contemplated hereby or
thereby.

     7.6
Brokers. Except GVC Financial Services LLC, no Person
has acted directly or indirectly as a broker, finder or financial advisor for
the Purchaser in connection with the negotiations relating to the transactions
contemplated by this Agreement, and no Person is entitled to any fee or
commission or like payment in respect thereof based in any way on any agreement,
arrangement or understanding made by or on behalf of the Purchaser.

ARTICLE 8: COVENANTS RELATING TO CONDUCT OF
BUSINESS

     During the period from the date
of this Agreement and continuing until the Closing, the Seller Group agrees
(except as expressly contemplated by this Agreement or to the extent that the
Purchaser shall otherwise consent in writing) that:

     8.1 Conduct of
Business. They shall carry on the business of Sellers in a commercially
reasonable manner considering their financial position and to the extent
consistent with such business and the advances received from the Lenders, use
all reasonable efforts consistent with past practice and policies to preserve
intact its present business organization, keep available the services of its
present officers and key employees and preserve its relationships with
customers, suppliers and others having business dealings with it, provided,
further, without limitation of the foregoing, that they shall not, other than in
the Ordinary Course of Business:

     (a)
borrow any amount or incur or become subject to any liability except (i) current
liabilities incurred in the Ordinary Course of Business, (ii) liabilities under
Contracts entered into in the Ordinary Course of Business and (iii) borrowings
under lines of credit existing on the date hereof;

     (b)
mortgage, pledge or subject to any Lien, any of the Purchased Assets, except
Permitted Exceptions and except to the Lenders;

     (c) sell,
assign or transfer (including, without limitation, transfers to any employees,
Seller Group or any of their Affiliates) any Purchased Assets except in the
Ordinary Course of Business;

     (d)
suffer any losses except in the Ordinary Course of Business;

     (e) take
any other action or enter into any other transaction (including any transactions
with employees, Seller Group or any of their Affiliates) other than (i) in the
Ordinary Course of Business or (ii) the transactions contemplated by this
Agreement and the Ancillary Agreements or (iii) cancellation of accounts
receivable with Affiliates 

23




and Family Affiliates, intercompany
receivables, and other claims for money due to Sellers from Shareholder and/or
any Affiliate or Family Affiliate;

     (f)
suffer any theft, damage, destruction or material loss of or to any Purchased
Assets that will result in a Material Adverse Change;

     (g) (i)
increase the salary, wages or other compensation rates of any officer, employee,
director, partner or consultant of Sellers or (ii) make or grant any increase in
any employee benefit plan, or amend or terminate any existing employee benefit
plan, or adopt any new employee benefit plan or (iii) make any commitment or
incur any liability to any labor organization;

     (h) make
any capital expenditures or commitments therefor outside of the Ordinary Course
of Business;

     (i) fail
to pay any obligations of the Sellers in a timely manner (except obligations
disputed in good faith) that the Lenders have agreed to fund; 

     (j) make
any change in accounting or tax principles, practices or policies from those
utilized in the preparation of the Financial Statements;

     (k) make
any write-off or write-down of or make any determination to write-off or
write-down any of the assets and properties of Sellers, other than (i) in the
Ordinary Course of Business; or (ii) cancellation of accounts receivable with
Affiliates and Family Affiliates, intercompany receivables, and other claims for
money due to Sellers from Shareholder and/or any Affiliate or Family
Affiliate;

     (l) make
any change in the general pricing practices or policies or any change in the
credit or allowance practices or policies of Sellers, including but not limited
to, accelerating the collection of Accounts Receivable or other obligations
owned to Sellers in the Ordinary Course of Business;

     (m) other
than in the Ordinary Course of Business, enter into any amendment, modification,
termination (partial or complete) or grant any waiver under or give any consent
with respect to any agreement that is required (or had it been in effect on the
date hereof would have been required) to be disclosed in the Schedules to this
Agreement; or 

     (n)
commence or terminate any line of business.

     8.2 No Shop
Covenant. The Seller Group covenants and agrees that until the earlier
to occur of the Closing Date and the date this Agreement is terminated pursuant
to Article 12 herein, Purchaser shall be, and is hereby, granted
the exclusive right to (i) hold discussions and negotiations with the Seller
Group with respect to the possible acquisition by Purchaser of the Purchased
Assets, (ii) receive, evaluate and review any and all information,
correspondence and/or the materials provided by Sellers and/or Shareholder with
respect to the possible acquisition by Purchaser of the Purchased Assets, and
(iii) conduct inspections, reviews and studies of Sellers, the Purchased Assets,
and any information and materials related thereto, 

24




with respect to the possible acquisition by Purchaser of the
Purchased Assets. Prior to the earlier to occur of the Closing Date and the date
this Agreement is terminated pursuant to Article 12 herein, in no
event shall Sellers, Shareholder or any other member of the Seller Group (i)
execute any memorandum, letter agreement, commitment, letter of intent, or any
other agreement with any Person with respect to the possible sale of all or
substantially all of the assets of Sellers, including, but not limited to, the
Purchased Assets, the capital stock of Sellers, or merger with the company or
(ii) engage in any discussions or negotiations with any Person (or engage or
permit any agent, representative or advisor to review any offer or negotiate)
with respect to the sale of all or substantially all of the assets of Sellers,
including, but not limited to, the Purchased Assets, the capital stock of
Sellers, or merger with the company or (iii) deliver any of the information with
respect to Sellers to any Person with respect to any possible sale of all or
substantially all of the assets of Sellers, including, but not limited to, the
Purchased Assets, the capital stock of Sellers, or merger with the company.

ARTICLE 9: CONDITIONS PRECEDENT

     9.1 Conditions to
Each Party’s Obligation. The respective obligation of each party
hereunder shall be subject to the satisfaction prior to the Closing Date of the
following conditions:

     (a)
Approval. All authorizations, consents, orders or approvals of, or
declarations or filings with, or expiration of waiting periods imposed by, any
Governmental Authority necessary for the consummation of the transactions
contemplated by this Agreement shall have been filed, occurred or been
obtained.

     (b)
Legal Action. No action, suit or proceeding shall have been
instituted or threatened before any court or governmental body seeking to
challenge or restrain the transactions contemplated hereby.

     (c)
Assumed Leases. Sellers, the Purchaser and the lessors shall have
entered into applicable lease assignments with respect to any Real Property
Leases set forth on Schedule 2.1(d).

     (d)
New Leases. The Purchaser and Sellers’ Affiliate(s) shall have
entered into leases with respect to the Real Property set forth on
Schedule 9.1(d). Sellers shall have delivered lease termination
agreements with respect to the Real Property set forth on Schedule
9.1(d).

     9.2 Conditions of
Obligations of the Purchaser. In addition to the conditions set forth in
Section 9.1 the obligations of the Purchaser to effect the transactions
contemplated hereby are subject to the satisfaction of the following conditions
unless waived by the Purchaser:

     (a)
Due Diligence. The results of the Purchaser’s due diligence
investigation (the “Due Diligence Investigation”), must be
acceptable to the Purchaser in its sole discretion. The Purchaser will have
until September 30, 2007 to complete its Due Diligence Investigation (the
“Due Diligence Period”). If, prior to the expiration of the Due
Diligence Period, the Purchaser determines that based upon its Due Diligence


25




Investigation it is unwilling to
proceed with the Closing, then Purchaser may immediately terminate this
Agreement and the Purchaser will not be required to consummate the transactions
contemplated hereby.

     (b)
Representations and Warranties. The representations and warranties
of the Seller Group set forth in this Agreement, when read together with the
Schedules, shall be true and correct in all material respects as of the date of
this Agreement and as of the Closing Date as though made on and as of the
Closing Date, and the Purchaser shall have received a certificate signed by
officers of the Sellers and by the Shareholder to such effect.

     (c)
Performance of Obligations of the Seller Group. The Seller Group
shall have performed all obligations required to be performed by them under this
Agreement prior to the Closing Date, and the Purchaser shall have received a
certificate signed by officers of the Sellers and the Shareholder to such
effect.

     (d)
No Material Adverse Change. There shall have been no Material
Adverse Change in the Business.

     (e)
Consents and Actions. All requisite consents of any third parties
to the transactions contemplated by this Agreement shall have been obtained in a
form acceptable to the Purchaser in its sole but reasonably exercised
discretion, including the consents of the parties to the Assumed Contracts to
the assignment of such Assumed Contracts to the Purchaser.

     (f)
Closing Deliveries. The Seller Group shall have delivered, or
cause to be delivered, to the Purchaser at or prior to the Closing all of the
documents or items set forth in Section 5.2.

     (g)
Release of Security Interests. Any Liens filed against the
Sellers’ assets shall have been released.

     (h)
Tax, Tag and Title. Except for the Vehicle Liabilities, the
Sellers shall be current on all of their sales tax, tag and title obligations
with respect to all motor vehicles sold by them prior to the Closing Date.

     (i)
Financing. Purchaser shall have received financing on terms
agreeable to it in its sole discretion for the portion of the Purchase Price
that is required to repay the Indebtedness of the Sellers to the Lenders. 

     9.3 Conditions of
Obligation of the Seller Group. The obligations of the Seller Group to
effect the transactions contemplated hereby are subject to the satisfaction of
the following conditions unless waived by the Seller Group:

     (a)
Representations and Warranties. The representations and warranties
of the Purchaser set forth in this Agreement shall be true and correct in all
material respects as of the date of this Agreement and as of the Closing Date as
though made on and as of the Closing Date.

26




     (b)
Performance of Obligations of the Purchaser. The Purchaser shall
have performed all obligations required to be performed by it under this
Agreement prior to the Closing Date.

     (c)
Closing Deliveries. The Purchaser shall have delivered or cause to
be delivered, to or for the benefit of the Seller Group at or prior to the
Closing all of the documents or items set forth in Section
5.3.

     (d)
Payments under New Leases. Purchaser shall pay Midwest Real Estate
Management Limited Partnership One Hundred Nine Thousand Eight Hundred Nine and
00/100 Dollars ($109,809.00) for initial rent and security deposits due under
the Leases with respect to the Real Property set forth on Schedule
9.1(d).

ARTICLE 10: ADDITIONAL AGREEMENTS

     10.1 Post-Closing
Access to Books and Records. From and after the Closing Date upon prior
reasonable notice by Sellers and during the Purchaser’s regular business hours,
the Purchaser shall make available to Sellers and to its agents and employees
all books, records, documents and employees relating to the Business (to the
extent they relate to the pre-Closing period) as may be reasonably necessary for
the purposes of:

     (a)
preparing tax returns and financial statements;

     (b)
investigating, preparing for the defense or prosecution of, and prosecuting or
defending any litigation, proceeding or investigation which is based upon, or
arises out of the Business, or any of the assets or liabilities of the
Business;

     (c)
preparing reports to government agencies; or

     (d) for
such other purposes for which access to such documents is agreed by the parties
to be reasonably necessary;

     provided, however,
that access to such books, records, documents and employees shall not
unreasonably interfere with the normal operation of the Business by the
Purchaser. The Purchaser shall maintain and preserve such books, records and
other documents for five (5) years after the Closing Date.

     10.2 Employee
Matters. Sellers acknowledge and agree that the Purchaser may determine
in its sole discretion which employees it desires to hire after the Closing
Date. Nothing in this Agreement shall be construed as a commitment or obligation
of the Purchaser to offer employment, or otherwise continue the employment of,
any of the employees.

     10.3 Access.
Sellers will afford the Purchaser reasonable access to the Sellers and the
personnel records, properties, Contracts, financial statements, books and
records, and all other documents and data pertaining to the Sellers.

27




     10.4 Nonassignable
Contracts. Notwithstanding anything in this Agreement to the contrary,
this Agreement shall not constitute an agreement to sell, convey, assign,
sublease or transfer any Purchased Assets if any attempted sale, conveyance,
assignment, sublease or transfer of such assets, without the consent of another
Person to such transfer, would constitute a breach by Sellers or the Purchaser
with respect to such Purchased Asset. In the event that any required consent is
not obtained on or prior to the date of this Agreement, Sellers will use their
best efforts to (i) provide to the Purchaser the benefits of the applicable
Assumed Contract, (ii) cooperate in any reasonable and lawful arrangement
designed to provide such benefits to the Purchaser and (iii) enforce at the
request of the Purchaser and for the account of the Purchaser any rights of
Sellers arising from any such Assumed Contract (including the right to elect to
terminate such Assumed Contract in accordance with the terms thereof upon the
request of the Purchaser).

     10.5
Autostar. Sellers have paid the monthly maintenance charge of
$4,000 to continue their contract with Autostar through October 31, 2007.

     10.6 Agreement To
Forward E-mails. Sellers agree that for a period of thirty (30) days
following the Closing, it will forward to the Purchaser all e-mails received by
Sellers from Persons who were: (i) customers of Sellers prior to the Closing; or
(ii) potential customers seeking information on a Buy-Here Pay-Here automobile
purchase; provided that Sellers will only be required to forward such e-mails if
Sellers have been granted continued use of their server after the Closing during
such period.

     10.7 Removal of
Motor Vehicle Inventory. Sellers shall remove all motor vehicle
inventory from each Real Property location no later than 5:00 P.M. on Friday,
October 5, 2007.

     10.8
Reports. Sellers agree to promptly provide to Purchaser upon
request of Purchaser any reports capable of being produced from the Reynolds and
Reynolds Software program relating to the Accounts Receivable, customers of
Sellers that will become customers of Purchaser post-Closing, or the Purchased
Assets.

     10.9 Credit Card
Payments. All credit card payments made to Sellers on or after September
28, 2007, and relating to any of the Purchased Assets and/or Assumed Contracts
shall be immediately paid over to Purchaser, or in the alternative, to the
Lenders for the benefit of Purchaser.

     10.10 Vehicle
Liabilities. Purchaser shall pay the Vehicle Liabilities on or before
October 10, 2007.

ARTICLE 11: REMEDIES

     11.1 General
Indemnification Obligation. As Purchaser’s exclusive remedy, each member
of the Seller Group shall, jointly and severally, indemnify and hold harmless
the Purchaser and its officers, directors, employees, agents and Affiliates from
and against any and all losses, liabilities, claims, damages, penalties, fines,
judgments, awards, settlements, taxes, costs, fees, expenses (including, but not
limited to, reasonable attorneys’ fees) and disbursements (collectively, the
“Losses”) actually sustained by any of such Persons based upon,
arising out of 

28




or otherwise in respect of (a) any inaccuracies in any
representation or warranty, or any breach of any covenant or agreement of any
member of the Seller Group contained in this Agreement (including any Schedule
or Exhibit attached hereto) or any Ancillary Agreement, and (b) any of the
Retained Liabilities. As each member of the Sellers Group’s exclusive remedy,
the Purchaser shall indemnify and hold harmless the Seller Group and each of its
respective officers, directors, employees, agents and Affiliates from and
against any and all Losses actually sustained by any of such Persons resulting
from (a) any inaccuracies in any representation or warranty, or any breach of
any covenant or agreement of the Purchaser contained in this Agreement
(including any Schedule or Exhibit attached hereto) or any Ancillary Agreement,
and (b) any of the Assumed Liabilities.

     11.2 Notice and
Opportunity to Defend.

     (a) Notice of Asserted
Liability. As soon as is reasonably practicable after the Seller Group,
on the one hand, or the Purchaser, on the other hand, becomes aware of any claim
that may result in a Loss, but for which it or they are entitled to
indemnification under Section 11.1 hereof (a “Liability
Claim”), such party (the “Indemnified Party”) shall give
notice thereof (a “Claims Notice”) to the other party (the
“Indemnifying Party”). A Claims Notice shall describe the
Liability Claim in reasonable detail, and shall indicate the amount (estimated,
if necessary and to the extent feasible) of the Loss that has been or may be
suffered by the Indemnified Party. No delay in or failure to give a Claims
Notice by the Indemnified Party to the Indemnifying Party pursuant to this
Section 11.2(a) shall adversely affect any of the other rights or
remedies which the Indemnified Party has under this Agreement, or alter or
relieve the Indemnifying Party of its obligation to indemnify the Indemnified
Party to the extent that such delay or failure has not materially prejudiced the
Indemnifying Party.

     (b) Opportunity to
Defend. The Indemnifying Party shall have the right, exercisable by
written notice to the Indemnified Party within thirty (30) days of receipt of a
Claims Notice from the Indemnified Party of the commencement or assertion of any
Liability Claim in respect of which indemnity may be sought under this
Article 11 for a claim brought by a third party to assume and
conduct the defense of such Liability Claim in accordance with the limits set
forth in this Agreement with counsel selected by the Indemnifying Party and
reasonably acceptable to the Indemnified Party; provided, however,
that (i) the defense of such Liability Claim by the Indemnifying Party will not,
in the reasonable judgment of the Indemnified Party, have a material adverse
effect on the Indemnified Party; and (ii) the Indemnifying Party has sufficient
financial resources, in the reasonable judgment of the Indemnified Party, to
satisfy the amount of any adverse monetary judgment that is reasonably likely to
result; and (iii) the Liability Claim solely seeks (and continues to seek)
monetary damages; and (iv) the Indemnifying Party expressly agrees in writing
that as between the Indemnifying Party and the Indemnified Party, the
Indemnifying Party shall hold the Indemnified Party harmless and obtain the
unconditional release of the Indemnified Party for any obligation for the
Liability Claim in accordance with the limits set forth in this Agreement (the
conditions set forth in clauses (i) through (iv) are collectively referred to as
the “Litigation Conditions”). If the Indemnifying Party does not
assume the defense of a Liability Claim in accordance with this Section
11.2(b), the Indemnified Party may continue to defend the Liability
Claim. If the Indemnifying Party has assumed the defense of a Liability Claim as
provided in this Section 11.2(b), the Indemnifying Party will not
be liable for any legal expenses 

29




subsequently incurred by the Indemnified Party in connection
with the defense thereof; provided, however, that if (i) any of
the Litigation Conditions cease to be met or (ii) the Indemnifying Party fails
to take reasonable steps necessary to defend diligently such Liability Claim,
the Indemnified Party may assume its own defense, and the Indemnifying Party
shall be liable for all reasonable costs or expenses paid or incurred in
connection therewith. The Indemnifying Party or the Indemnified Party, as the
case may be, has the right to participate in (but not control), at its own
expense, the defense of any Liability Claim that the other is defending as
provided in this Agreement. The Indemnifying Party, if it shall have assumed the
defense of any Liability Claim as provided in this Agreement, shall not, without
the prior written consent of the Indemnified Party, consent to a settlement of,
or the entry of any judgment arising from, any such Liability Claim which (i)
does not include as an unconditional term thereof the giving by the claimant or
the plaintiff to the Indemnified Party a complete release from all liability in
respect of such Liability Claim, or (ii) grants any injunctive or equitable
relief or (iii) may reasonably be expected to have a material adverse effect on
the affected business of the Indemnified Party. The Indemnified Party shall have
the right to settle any Liability Claim, the defense of which has not been
assumed by the Indemnifying Party.

     11.3 Survivability
of Representations and Warranties and Covenants;
Limitations on Indemnification. The representations and
warranties of the Seller Group and the Purchaser combined in this Agreement will
survive for a period ending on the second anniversary of the Closing Date (the
“Expiration Date”); provided, however, that (i) the
Expiration Date for any Liability Claim relating to a breach of or an inaccuracy
in the representations and warranties set forth in Section 6.9
(Litigation), Section 6.10 (Compliance with Laws), Section
6.14 (Environmental) and Section 6.22 (Taxes) shall be the
expiration of the applicable statute of limitations (taking into account any
extensions, suspension or tolling under applicable Law); (ii) there will be no
Expiration Date for any Liability Claim relating to a breach of or inaccuracy in
the representations and warranties set forth in Section 6.1
(Existence and Good Standing), Section 6.2 (Power), Section
6.3 (Enforceability), Section 6.6(a) (Title), and
Section 6.24 (Brokers) (the representations and warranties set
forth in clauses (i) and (ii) of this Section 11.3(a) are,
collectively, the “Excluded Representations”) and (iii) any
Liability Claim pending on any Expiration Date for which a Claims Notice has
been given in accordance with Section 11.2(a) on or before such
Expiration Date may continue to be asserted and indemnified against until
finally resolved. All of the covenants and agreements of the Sellers and the
Purchaser contained in this Agreement shall survive after the Closing Date in
accordance with their terms for an indefinite period. There will be no
Expiration Date for any Liability Claim relating to fraud or intentional
misrepresentation.

     11.4 Limits on
Indemnification. Notwithstanding anything to the contrary contained in
this Article 11 or elsewhere in this Agreement, no Indemnifying
Party shall have any liability as a result of any inaccuracy in any
representation or warranty in this Agreement (i) unless and until the aggregate
amount of all such Losses sustained by the Indemnifying Party exceeds
Twenty-Five Thousand and No/100 Dollars ($25,000.00) (the
“Basket”), in which case, the Indemnifying Party shall be liable
for all such Losses without regard to such threshold (including the first
$25,000) or (ii) in excess of the Closing Payment (the “Cap”),
provided, however, that the Basket and the Cap shall not apply to the Excluded
Representations, or with respect to fraud or intentional misrepresentation.

30




ARTICLE 12: TERMINATION AND WAIVER

     12.1
Termination. This Agreement may be terminated at any time
prior to the Closing:

     (a)
by mutual written consent of the Purchaser and the Seller Group;

     (b) by
either the Purchaser or the Seller Group in the event that any Governmental
Authority shall have issued an order, decree or ruling or taken any other action
restraining, enjoining or otherwise prohibiting the transactions contemplated by
this Agreement and the Ancillary Agreements and such order, decree, ruling or
other action shall have become final and nonappealable; 

     (c) by
the Purchaser if, between the date hereof and the time scheduled for the
Closing: (i) any representation or warranty of the Seller Group contained in
this Agreement shall not have been true and correct when made and as of the
Closing Date, (ii) the Seller Group shall not have complied with any covenant or
agreement to be complied with by Seller Group and contained in this Agreement
unless such covenant or agreement is capable of being cured and is cured by the
Seller Group within five (5) days written notice thereof by the Purchaser, (iii)
any of the conditions to closing set forth in Sections 9.1 and
9.2 of this Agreement shall not have been satisfied, unless such
failure shall be due to the failure of the Purchaser to perform or comply with
any of the conditions hereof to be performed or complied with by it prior to the
Closing, or (iv) the Sellers makes a general assignment for the benefit of
creditors, or any proceeding shall be instituted by or against the Sellers
seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation,
winding up or reorganization, arrangement, adjustment, protection, relief or
composition of their debts under any Law relating to bankruptcy, insolvency or
reorganization; or

     (d) by
the Seller Group if, between the date hereof and the time scheduled for the
Closing: (i) any representation or warranty of the Purchaser contained in this
Agreement shall not have been true and correct when made and as of the Closing
Date, (ii) the Purchaser shall not have complied with any covenant or agreement
to be complied with by it and contained in this Agreement unless such covenant
or agreement is capable of being cured and is cured by the Purchaser within five
(5) days written notice thereof by the Seller Group, (iii) any of the conditions
to closing set forth in Sections 9.1, and 9.3 of
this Agreement shall not have been satisfied, unless such failure shall be due
to the failure of the Seller Group to perform or comply with any of the
conditions hereof to be performed or complied by it prior to the Closing, or
(iv) the Purchaser makes a general assignment for the benefit of creditors, or
any proceeding shall be instituted by or against the Purchaser seeking to
adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up or
reorganization, arrangement, adjustment, protection, relief or composition of
its debts under any Law relating to bankruptcy, insolvency or
reorganization.

     12.2 Effect of
Termination. In the event of termination of this Agreement as provided
in Section 12.1, this Agreement shall forthwith become void and
there shall be no liability on the part of either party, provided,
however, that Article 11 and Sections 14.1,
14.2 

31




and 14.9 hereof shall survive any termination;
provided, further, that nothing herein shall relieve a party
hereto from liability for a breach of any of its representations, warranties,
agreements and covenants contained in this Agreement.

     12.3 Waiver.
Either party to this Agreement may (a) extend the time for the performance of
any of the any obligations or other acts of the other party, (b) waive any
inaccuracies in the representations and warranties of the other party contained
herein or in any document delivered by the other party pursuant hereto or (c)
waive compliance with any of the agreements or conditions of the other party
contained herein. Any such extension or waiver shall be valid only if set forth
in an instrument in writing signed by the party to be bound thereby. Any waiver
of any term or condition shall not be construed as a waiver of any subsequent
breach or a subsequent waiver of the same term or condition, or a waiver of any
other term or condition, of this Agreement. The failure of either party to
assert any of its rights hereunder shall not constitute a waiver of any of such
rights.

32




ARTICLE 13: CONFIDENTIALITY

     13.1
Confidentiality. 

     (a) The Seller Group acknowledges
that it possesses certain confidential, proprietary and trade secret
information, materials and business concepts with respect to the operation of
the Business, including (i) information regarding sales and marketing, products,
services, vendors, customer lists and files (including former customers),
accounting data and methods, operating procedures, pricing policies, strategic
plans, intellectual property, customer contracts and other agreements; (ii)
information which the Seller Group acquires about the Purchaser’s Business by
reason of the involvement of the Seller Group in the transactions contemplated
by this Agreement, and (iii) except as set forth below, any and all information
relating to the terms of the transactions contemplated by this Agreement
(collectively, the “Sellers’ Confidential Information”). During
the first five (5) years following the Closing Date, the Seller Group agrees:
not to publish, copy, disclose, allow to be disclosed, or use in the Restricted
Territory, as that term is defined in the Calcott Noncompetition Agreement, for
the benefit of any Competitive Business, as that term is defined in the Calcott
Noncompetition Agreement, the Sellers’ Confidential Information without the
prior written consent of the Purchaser, which can be withheld in its sole
discretion. As used herein, the term “Purchaser’s Business” means
the business of the Purchaser or any of its subsidiaries as conducted on and
prior to the date hereof, as well as the business that the Purchaser is
acquiring pursuant hereto. “Sellers’ Confidential Information”
does not include information which: (i) is in or enters the public domain or is
or becomes generally known in the industry without breach of the confidentiality
obligations in this Agreement; or (ii) is received by the Seller Group from a
third party without any breach of any obligation of confidentiality in respect
of such information provided that the receipt of such information is not subject
to any obligations of confidentiality. Notwithstanding the foregoing, the Seller
Group may disclose Sellers’ Confidential Information in the following
circumstances: (A) disclosure to third parties to the extent that the Sellers’
Confidential Information is necessary for disclosure on income tax returns of
any members of the Seller Group or in any litigation in connection with the
Business, provided that the Seller Group promptly notify the Purchaser as early
as practicable upon learning of such requirement; and (B) disclosure to legal
counsel for the Seller Group, accountants or professional advisors to the extent
necessary for them to advise upon the interpretation or enforcement of this
Agreement. 

     (b) Prior to the Closing, the
Purchaser and the Seller Group will be bound by the obligations and duties in
the letter of intent dated September 10, 2007, under the section titled
“Securities Matters; Confidentiality.”

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ARTICLE 14: MISCELLANEOUS

     14.1 Further
Assurances. From and after the Closing Date, at the request of the
Purchaser, the Seller Group shall execute and deliver or cause to be executed
and delivered to the Purchaser such other agreements or instruments, in addition
to those required by this Agreement, as the Purchaser may reasonably request, in
order to implement the transactions contemplated by this Agreement. From and
after the Closing Date, at the request of the Seller Group, the Purchaser shall
execute and deliver or cause to be executed and delivered to the Seller Group,
such other agreements or instruments, in addition to those required by this
Agreement, as the Seller Group may reasonably request, in order to implement the
transactions contemplated by this Agreement. 

     14.2
Expenses. Each of the parties shall bear their respective
expenses incurred or to be incurred in connection with the execution and
delivery of this Agreement and the Ancillary Agreements and the consummation of
the transactions contemplated hereby, provided, further, that to clarify the
foregoing, the Purchaser shall pay the fees and expenses of GVC Financial
Services, LLC.

     14.3 No
Assignment. The rights and obligations of the parties under this
Agreement may not be assigned without the prior written consent of the other
parties to this Agreement. Notwithstanding the previous sentence, the Purchaser
may, without the consent of the Seller Group, assign its rights under this
Agreement to any lender of the Purchaser or to any Affiliate of the
Purchaser.

     14.4
Headings. The headings contained in this Agreement are
included for purposes of convenience only and shall not affect the meaning or
interpretation of this Agreement.

     14.5 Integration,
Modification and Waiver. This Agreement, together with the exhibits,
schedules and certificates or other instruments delivered under this Agreement,
constitutes the entire agreement between the parties with respect to the subject
matter of this Agreement and supersedes all prior understandings of the parties.
No supplement, modification or amendment of this Agreement shall be binding
unless executed in writing by each of the parties to this Agreement. No waiver
of any of the provisions of this Agreement shall be deemed to be or shall
constitute a continuing waiver. No waiver shall be binding unless executed in
writing by the party making the waiver.

     14.6
Construction. The parties have participated jointly in the
negotiation and drafting of this Agreement. In the event an ambiguity or
question of intent or interpretation arises, this 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 this 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
word “including” shall mean including without limitation. Any reference
to the singular in this Agreement shall also include the plural and vice
versa.

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     14.7
Severability. If any provision of this Agreement or the
application of any provision of this Agreement to any party or circumstance
shall, to any extent, be adjudged invalid or unenforceable, the application of
the remainder of such provision to such party or circumstance, the application
of such provision to other parties or circumstances, and the application of the
remainder of this Agreement shall not be affected thereby.

     14.8
Notices. All notices and other communications required or
permitted under this Agreement must be in writing and will be deemed to have
been duly given (a) when delivered in person, (b) when dispatched by electronic
facsimile transfer (if confirmed in writing by mail simultaneously dispatched),
(c) one business day after having been dispatched by a nationally recognized
overnight courier service or (d) five business days after being sent by
registered or certified mail, return receipt requested, postage prepaid, to the
appropriate party at the address or facsimile number specified below:

	 	If to Sellers: 
	 	 	  
	 	 	  
	 	 	Astra Financial Services, Inc. 
	 	 	c/o WilliamsMcCarthy LLP 
	 	 	120 W. State Street, Suite 400 
	 	 	P.O. Box 219 
	 	 	Rockford, IL 61105 
	 	 	Attention: Scott C. Sullivan, Esq. 
	 	 	Facsimile : (815) 968-8656 
	 	 	  
	 	 	Calcars AB, Inc. 
	 	 	c/o WilliamsMcCarthy LLP 
	 	 	120 W. State Street, Suite 400 
	 	 	P.O. Box 219 
	 	 	Rockford, IL 61105 
	 	 	Attention: Scott C. Sullivan, Esq. 
	 	 	Facsimile : (815) 968-8656 
	 	 	  
	 	If to Shareholder:
  
	 	 	  
	 	 	John R. Calcott 
	 	 	c/o WilliamsMcCarthy LLP 
	 	 	120 W. State Street, Suite 400 
	 	 	P.O. Box 219 
	 	 	Rockford, IL 61105 
	 	 	Attention: Scott C. Sullivan, Esq. 
	 	 	Facsimile : (815) 968-8656 


35





	 	with a copy to: 
	 	 	  
	 	 	WilliamsMcCarthy, LLP 
	 	 	120 West State Street, Suite 400 
	 	 	P.O. Box 219 
	 	 	Rockford, IL 61105-0219 
	 	 	Attention: Scott C. Sullivan. Esq. 
	 	 	Facsimile: (815) 968-0019 
	 	 	  
	 	If to the Purchaser:
  
	 	 	  
	 	 	Carbiz Auto Credit AQ, Inc. 
	 	 	7405 N. Tamiami Trial 
	 	 	Sarasota, FL 34243 
	 	 	Attention: Mr. Stan Heintz, CFO 
	 	 	Facsimile: (941) 308-2718 
	 	 	  
	 	with a copy to: 
	 	 	  
	 	 	Shumaker, Loop & Kendrick, LLP 
	 	 	Suite 2800 
	 	 	101 East Kennedy Boulevard 
	 	 	Tampa, Florida 33602 
	 	 	Attention: Michael H. Robbins, Esq. 
	 	 	Facsimile: (813) 229-1660 


Any party may change its address or facsimile number for the
purposes of this Section 14.8 by giving notice as provided in this
Agreement.

     14.9 Governing Law;
Venue. This Agreement shall be governed by and construed in accordance
with the laws of the State of Florida and shall in all respects be interpreted,
enforced, and governed under the internal and domestic laws of such state,
without giving effect to the principles of conflicts of laws of such state. Each
of the parties submits to the exclusive jurisdiction of the U.S. District Court
for the Middle District of Florida, and the Circuit Court in and for
Hillsborough County, Florida, as the exclusive proper forum in which to
adjudicate any case or controversy arising hereunder.

     14.10 Entire
Agreement. This Agreement, together with all exhibits and
schedules attached hereto, represents the final, complete, and exclusive
expression of understanding between the parties with respect to the subject
matter hereof. All previous or contemporaneous agreements, understandings, or
representations between the parties, oral or written, are superseded by and
merged into this Agreement, including, but not limited to, the letter of intent
dated September 10, 2007, which is hereby terminated, except as set forth in
Section 13.1(b) herein.

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     14.11 Attorney’s
Fees. In the event of any action or proceeding arising out of or
relating to this Agreement or the breach, termination, validity, interpretation,
or enforcement of this Agreement, the prevailing party shall be entitled to
recover all costs and reasonable attorneys’ fees incurred, including, without
limitation, costs and attorneys’ fees incurred in any investigations, trials,
bankruptcy or insolvency proceedings, and appeals.

     14.12
Counterparts. This Agreement may be executed 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.

[SIGNATURE PAGE FOLLOWS]

37




     IN WITNESS WHEREOF, the
parties have executed this Agreement as of the day and year first above
written.

	“Purchaser” 	“Seller
      Group” 
	 	 
	Carbiz Auto Credit AQ, Inc. 	Astra Financial
      Services, Inc. 
	 	 	 	 
	By:	 	 By: 	
	Name: 	      	 Name: 	       
	Title: 	         	 Title: 	       
	 	 	 	 
	 	  	Calcars AB, Inc. 
	 	 	 	 
	 	  	 By: 	
	 	  	 Name: 	 
    
	 	  	 Title: 	 
    
	 	  	 	  
	 	 	 	 
	 	  	 	John R. Calcott 


36

(SIGNATURE PAGE TO

ASSET PURCHASE
AGREEMENT)