***Execution
      Copy***





**STOCK
      PURCHASE AGREEMENT**





**Dated
      as of January 2, 2007**





**By
      and Among**





**MCF
      CORPORATION,**


**a
      Delaware corporation, as Seller**





**MCF
      WEALTH MANAGEMENT, LLC,**


**a
      Delaware limited liability company, as Stockholder**





**MALLORY
      ACQUISITION CORP.,**


**a
      California corporation, as Buyer**





**CATALYST
      FINANCIAL PLANNING & INVESTMENT MANAGEMENT
      CORPORATION,**


**a
      Delaware corporation, as Company**





**MADELYN
      MALLORY**


**an
      individual, as Mallory**








***Execution
      Copy***


***STOCK
      PURCHASE AGREEMENT***




This
      Stock Purchase Agreement (this **“Agreement”** ),
      dated
      as of January 2, 2007, is entered into among MCF CORPORATION, a Delaware
      corporation **** (“ **Seller** ”),
      MCF
      WEALTH MANAGEMENT, LLC, a Delaware limited liability company (“ **Stockholder** ”),
      MALLORY ACQUISITION CORP., a California corporation (“ **Buyer** ”),
      CATALYST FINANCIAL PLANNING & INVESTMENT MANAGEMENT CORPORATION., a Delaware
      corporation (“ **Company** ”),
      and
      MADELYN MALLORY, an individual (“ **Mallory** ”),
      with
      respect to the following facts and circumstances.





**RECITALS**




**A.**  Pursuant
      to the Agreement and Plan of Merger dated as of January 21, 2005 (the
“ **Merger
      Agreement** ”),
      Seller acquired from Madelyn Mallory, Trustee, The Madelyn Mallory Revocable
      Trust u/a/d/ June 14, 2001 (“ **Mallory
      Trust** ”),
      the
      corporate predecessor to Company, by merger of the predecessor into the Company
      (the “ **Merger** ”).
      Stockholder owns all of the issued and outstanding shares of Company consisting
      of one thousand (1,000) shares of common stock (the “ **Shares** ”).




**B.**  The
      merger consideration received by the Mallory Trust included cash of $389,021
      delivered in part at closing and in part on the first anniversary of closing
      of
      the merger effected by the Merger Agreement, 185,065 shares of Seller common
      stock received upon the first anniversary of the merger (the “ **MCF
      Merger Shares** ”)
      and an
      additional 370,130 shares of Seller common stock as additional contingent
      consideration and held in escrow (the “ **MCF
      Escrow Shares,** ”
the
      Merger Shares and the Escrow Shares being referred to in the aggregate as the
      “ **MCF
      Shares** ”).
      Seller desires to sell to Buyer the Shares. Buyer desires to purchase the Shares
      from Seller.




**C.**  Madelyn
      Mallory (“ **Mallory** ”)
      became
      an employee of Stockholder pursuant to the Madelyn Mallory/Catalyst Financial
      Planning & Investment Management Corporation Employment Agreement dated as
      of February 28, 2005 (the “ **Employment
      Agreement** ”)
      and
      the Employment, Confidential Information, and Invention Assignment Agreement
      between the same parties dated as of March 1, 2005 (the “ **NDA
      and Assignment Agreement** ”).
      Pursuant to the Employment Agreement Mallory was granted options to purchase
      additional Seller shares of common stock (the “ **Options** ”).




**D.**  The
      Parties have concluded that it would be in the best interests of all Parties
      to
      this Agreement for Buyer to acquire the Company for the consideration set forth
      in this Agreement and for the Parties to enter into a mutual settlement and
      release of all claims except for such obligations as are expressly reserved
      in
      this Agreement.




**E.**  Certain
      terms used in this Agreement are defined separately in *Article
      X* and are
      integral to this Agreement.




For
      good
      and valuable consideration, the adequacy of which hereby is acknowledged,
      Seller, Stockholder, Buyer, Mallory, and Company agree as follows:




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***Execution
        Copy***




***ARTICLE
      I.***


***THE
        SALEAND
        PURCHASE
        TRANSACTION***




***1.1***  ***Sale
      and Purchase of Shares*** .
      Effective upon execution hereof, Seller shall sell to Buyer, and Buyer shall
      purchase from Stockholder, the Shares, free and clear of all
      Encumbrances.




***1.2***  ***Purchase
      Price*** .
      The
      purchase price for the Shares shall be (i) $282,362 cash and (ii) the
      transfer to Seller of the MCF Shares (the “ **Purchase
      Price** ”).




***1.3***  ***Closing
      of Transaction; Payment of the Purchase Price and
      Deliveries*** .




***1.3.1***  ***Closing
      Date.*** The
      closing of this transaction (“Closing”) shall take place at the offices of MBV
      Law LLP, 855 Front Street, San Francisco, California 94111 on January 2, 2007
      (the “Closing Date”) at 10:00 a.m. local time, or at such other place and time
      as the parties shall agree.




***1.3.2***  ***Obligations
      of Buyer to Purchase the Shares.*** Buyer’s
      obligation to purchase the Shares and to take the other actions required to
      be
      taken by Buyer at the Closing is subject to the satisfaction, at or prior to
      the
      Closing, of each of the following conditions (any of which may be waived by
      Buyer, in whole or in part):




(a)  ***Accuracy
      of Stockholder’s Representations and Warranties.*** All
      representations and warranties by Seller and Stockholder in this Agreement
      (considered collectively), and each of these representations and warranties
      (considered individually), must have been accurate in all material respects
      as
      of the date of this Agreement, and must be accurate in all material respects
      as
      of the Closing Date as if made on the Closing Date unless stated to be effective
      as of an earlier date.





(b)  ***Seller’s
      and Stockholder’s Performance.*** All of
      the covenants and obligations that Seller and Stockholder are required to
      perform or to comply with pursuant to this Agreement at or prior to the Closing
      (considered collectively), and each of these covenants (considered
      individually), must have been duly performed and complied with in all material
      respects.





(c)  ***Closing
      Deliveries.*** Seller
      and Stockholder shall have delivered, or caused the delivery to Buyer of, each
      of the documents required to be delivered by Seller and Stockholder on the
      Closing Date under *Section*  *1.3.4* .





(d)  ***Absence
      of Litigation.*** No
      action, suit or proceeding before any court or any governmental body or
      authority, pertaining to the transaction contemplated by this Agreement or
      to
      its consummation, shall have been instituted or threatened against the Company
      on or before the Closing Date.





(e)  ***Consents.*** Seller
      and the Stockholder shall use their best efforts to obtain and deliver all
      necessary certificates, licenses, agreements and consents or other
      authorizations of any parties to the consummation of the transaction
      contemplated by this Agreement, or otherwise pertaining to the matters covered
      by it, including without limitation, all third-party consents necessary for
      the
      assignment and transfer of the Shares listed in *Exhibit
      C.*




-2-


***Execution
        Copy***


(f)  ***Approval
      of Documentation.*** The form
      and substance of all certificates, instruments, opinions and other documents
      delivered by Seller and Stockholder under this Agreement shall be satisfactory
      in all reasonable respects to Buyer and its counsel.





(g)  ***Governmental
      Authorizations.*** All
      Governmental Authorizations presently held by the Company required to operate
      the Business will continue to be valid on the Closing Date.





***1.3.3***  ***Obligations
      of Seller to Sell the Shares.*** Seller’s
      obligation to sell the Shares to Buyer and to take the other actions required
      to
      be taken by Stockholder at the Closing is subject to the satisfaction, at or
      prior to the Closing, of each of the following conditions (any of which may
      be
      waived by Stockholder, in whole or in part):




(a)  ***Accuracy
      of Representations.*** All
      representations and warranties by Buyer and Mallory in this Agreement
      (considered collectively), and each of these representations and warranties
      (considered individually), must have been accurate in all material respects
      as
      of the date of this Agreement, and must be accurate in all material respects
      as
      of the Closing Date as if made on the Closing Date unless stated to be effective
      as of an earlier date.





(b)  ***Buyer’s
      and Mallory’s Performance.*** All of
      the covenants and obligations that Buyer and Mallory are required to perform
      or
      to comply with pursuant to this Agreement at or prior to the Closing (considered
      collectively), and each of these covenants (considered individually), must
      have
      been duly performed and complied with in all material respects.





(c)  ***Closing
      Deliveries.*** Buyer
      and Mallory shall have delivered or caused the delivery to Seller of each of
      the
      documents required to be delivered by Buyer and Mallory on the Closing Date
      under *Section*  *1.3.4* .





(d)  ***Consents.*** All
      necessary certificates, licenses, agreements and consents or other
      authorizations of any parties to the consummation of the transaction
      contemplated by this Agreement, or otherwise pertaining to the matters covered
      by it, shall have been obtained by Buyer and delivered to Seller.





(e)  ***Absence
      of Litigation.*** No
      action, suit or proceeding before any court or any governmental body or
      authority, pertaining to the transaction contemplated by this Agreement or
      to
      its consummation, shall have been instituted or threatened against Buyer on
      or
      before the Closing Date.





(f)  ***Approval
      of Documentation.*** The form
      and substance of all certificates, instruments, opinions and other documents
      delivered by Seller and Stockholder under this Agreement shall be satisfactory
      in all reasonable respects to Seller and its counsel.





***1.3.4***  ***Deliveries*** .
      At
      Closing, the Parties shall make the following deliveries.




-3-


***Execution
        Copy***


(A) Buyer
      shall




(1) deliver
      to Seller payment of $282,362 by wire transfer to Seller;




(2) deliver
      the MCF Merger Shares accompanied by an assignment separate from share
      certificate in favor of Seller;




(3) execute
      with Seller joint escrow instructions instructing escrow to release to Seller
      the MCF Escrow Shares;




(4) deliver
      to Seller written letters of resignation from any and all officer or director
      positions with Seller, Stockholder, or any Affiliate of any of them, other
      than
      Company;




(5) deliver
      to Seller a good standing certificate for the Buyer, dated as close as
      practicable to the Closing Date, from the Secretary of State of California
      and
      the Secretaries of State in each of the jurisdictions in which the Buyer is
      qualified to do business;




(6) deliver
      to Seller (i) a certified copy of the resolutions of the board of directors
      of Buyer authorizing and approving this Agreement and the consummation of the
      transactions contemplated by this Agreement; and (ii) incumbency certificates
      relating to each person executing any document executed and delivered to Seller
      or Stockholder by Buyer pursuant to the terms hereof; and




(7) deliver
      to Seller all other documents, instruments or writings required to be delivered
      to Seller or Stockholder at or prior to Closing pursuant to this Agreement
      and
      such other certificates of authority and documents as Seller or Stockholder
      may
      reasonably request.




(B) Seller
      shall




(1) cause
      Stockholder to deliver to Buyer the Shares accompanied by an assignment separate
      from share certificate executed by Stockholder in favor of Buyer;




(2) shall
      execute with Buyer joint escrow instructions instructing escrow to release
      to
      Seller the MCF Escrow Shares;




(3) deliver
      UCC-3 termination statements or other evidence of the release of any
      Encumbrances on the assets of the Company;




(4) deliver
      to Buyer a good standing certificate for the Company, dated as close as
      practicable to the Closing Date, from the Secretary of State of Delaware and
      the
      Secretaries of State in each of the jurisdictions in which the Company is
      qualified to do business;




(5) deliver
      to Buyer resignations duly executed by each of the elected and acting directors
      and officers of the Company (other than Mallory), effective as of the Closing
      Date;




-4-


***Execution
        Copy***




(6) deliver
      (i) a certified copy of the resolutions of the board of directors of Seller
      authorizing and approving this Agreement and the consummation of the
      transactions contemplated by this Agreement; and (ii) incumbency certificates
      relating to each person executing any document executed and delivered to Buyer
      by Seller or Stockholder pursuant to the terms hereof;




(7)
      deliver to Buyer the consents and approvals, if any, Seller is required to
      obtain under *Section
      2.9* ;
      and




(8)
      deliver or make available to Buyer all other documents, instruments or writings
      required to be delivered or made available to Buyer at or prior to Closing
      pursuant to this Agreement, specifically including those described in *Section
      2.8* and *3.12(c),* and
      such
      other certificates of authority and documents as Buyer and Mallory may
      reasonably request.




(C) Stockholder
      shall




(1) deliver
      to Buyer an executed assignment separate from share certificate accompanied
      by a
      share certificate evidencing the Shares;




(2) deliver
      to Buyer letters of resignation of any employees or other personnel (other
      than
      Mallory) of Seller or Stockholder who also are serving as officers or directors
      of Company. Stockholder also shall deliver, to the extent Company does not
      already have possession, to Buyer physical possession of the corporate minute
      book, stock book ledger, and other books and records of the Company;
      and




(3) deliver
      to Buyer change of authorized signatory consents for each of the Company’s Bank
      Accounts, in accordance with Buyer’s written instructions.




***1.4***  ***“As
      Is” Purchase of Company.*** The
      Parties acknowledge that as the Company is the successor to Mallory’s former
      business and that Mallory is director, President, and CEO of the Company and
      that as such she has full access to all books, and records of the Company.
      Buyer
      is acquiring the Company “as is” subject only to the representations and
      warranties of Seller and Stockholder set forth in this Agreement, the
      indemnification obligations set forth in *Article
      7* hereof,
      and such other express undertakings as are set forth in this
      Agreement.




***ARTICLE
      II.***


***CERTAIN
        AGREEMENTS***




***2.1***  ***Continuing
      Employment and Termination of Employment Agreements*** .
      The
      Parties acknowledge that Mallory’s employment by Company shall not terminate as
      a result of this Agreement and that Company shall continue after this Agreement,
      as immediately prior to execution hereof, to be Mallory’s sole employer. As a
      result, the Parties agree that Company shall continue to be responsible for
      payment to Mallory of such items of compensation and bonus, including the
      executive bonus defined in her Employment Agreement, as Company and Mallory
      shall agree after sale of the Shares to Buyer. Effective upon the date hereof,
      the Employment Agreement and the NDA and Assignment Agreement shall terminate
      and be of no further force or effect. Effective upon receipt by Seller of the
      Purchase Price, neither Mallory nor Buyer shall have any claim against Seller,
      Stockholder or any Affiliate (other than Company) for any compensation or other
      amount under the Employment Agreement or the NDA and Assignment Agreement.
      Seller and Stockholder acknowledge that notwithstanding section 15(a) of the
      Employment Agreement, Buyer and Mallory shall be subject to no covenant not
      to
      compete against Seller, Stockholder, or any of their Affiliates. At the Closing
      Mallory shall return to Stockholder or Seller, as the case may be, any Seller
      or
      Stockholder property identified in *Exhibit
      B* or
      which
      she may have in her possession in any medium.




-5-


***Execution
        Copy***




***2.2***  ***Certain
      Tax Matters*** .




***2.2.1***  ***Section
      338(h)(10) Election.*** Buyer
      and Seller agree to file an election to treat the acquisition of the Shares
      as
      an acquisition under Section 338(h)(10) of the Code. Buyer and Seller shall
      join
      in an election to have the provisions of Section 338(h)(10) of the Code and
      similar provisions of state, local or other federal law (where permissible)
      (the
“ **Section
      338(h)(10) Election** ”)
      apply
      to the acquisition of the Shares. The election will include the execution and
      subsequent filing of IRS Form 8023-A pursuant to the requirements as stated
      therein. Within ten days after Buyer’s request, but not earlier than 30 days
      after the Closing Date, Seller shall properly execute and deliver to Buyer
      such
      documents or forms (including Section 338 Forms, as defined below) as Buyer
      shall reasonably request or as are required by applicable law for an effective
      Section 338(h)(10) Election for Buyer. Buyer and Seller shall allocate the
      Purchase Price to the Company’s asset categories as contemplated by Form 8883 as
      set forth on *Schedule
      2.2.1* attached
      hereto. After the date of this Agreement, neither Buyer, Company, Seller, nor
      the Stockholder shall knowingly take, or knowingly fail to take, any action
      which may cause the acquisition of the Stock to not be eligible for the Section
      338(h)(10) Election set forth herein. “Section 338 Forms” shall mean all
      returns, documents, statements, and other forms that are required to be
      submitted to any federal, state, county or local taxing authority in connection
      with the Section 338(h)(10) Election for Company, including any “statement of
      Section 338 election” and IRS Form 8023 (together with any schedules or
      attachments thereto) that are required pursuant to Treasury Regulations or
      the
      Code. Neither Seller nor Stockholder makes any representation or warranty
      regarding eligibility to make the Section 338(h)(10) Election or, if made,
      the
      efficacy thereof. In the event that the Section 338(h)(10) Election is not
      available or is rejected for whatever reason by the IRS or other taxing
      authority, neither Buyer, Company, nor Mallory shall have any recourse against
      Seller or Stockholder for lost tax benefits or other consequential or related
      losses.




***2.2.2***  ***Mutual
      Cooperation*** .
      Buyer
      and Seller shall each assist the other, and Buyer shall cause Company to assist
      Seller, as may reasonably be requested by any of them with the preparation
      of
      any Tax Return, any Tax audit, or any judicial or administrative proceedings
      relating to any Tax. In addition, each Party shall retain and provide the other
      with any records or information that may be relevant to such Tax Return, Tax
      audit, proceeding or determination. Buyer and Seller further agree, upon
      request, to use their reasonable Best Efforts to obtain any certificate or
      other
      document from any governmental authority or any other Person as may be necessary
      to mitigate, reduce or eliminate any Tax that could be imposed (including with
      respect to the transactions contemplated hereby).




-6-


***Execution
        Copy***




***2.2.3***  ***Responsibility
      for Filing Tax Returns*** .
      Buyer
      shall prepare or cause to be prepared and file or cause to be filed all Tax
      Returns for Company which are filed for Reporting Periods commencing on or
      after
      the Closing Date.




***2.2.4***  ***Certain
      Taxes and Fees*** .
      All
      transfer, documentary, sales, use, stamp, registration and other such Taxes,
      and
      all conveyance fees, recording charges and other fees and charges (including
      any
      penalties and interest) incurred in connection with consummation of the
      transactions contemplated by this Agreement shall be paid by the Party against
      whom they are assessed when due, and each Party will, at its own expense, file
      all necessary Tax Returns and other documentation with respect to all such
      Taxes, fees and charges.




***2.3***  ***Termination
      of Options*** .
      Effective as of the Closing Date, the Options and all options granted to other
      employees, officers, directors, consultants or advisors of Company who are
      not
      also providing service in other capacities to affiliates (other than Company)
      of
      Seller and Stockholder, shall terminate in accordance with the terms of the
      2003
      MCF Corporation Stock Option and Incentive Plan, with all post-termination
      rights remaining in effect as set forth in the Plan. Buyer and Mallory disclaim
      any and all ownership interest in Seller, Stockholder, or any Affiliate of
      either except for Buyer’s ownership of the Shares upon giving effect to the
      transactions described herein.




***2.4***  ***Mutual
      Covenant of Nondisparagement*** ; ***Disclosure*** .
      After
      the date of this Agreement, no Party will make any statements to any person
      or
      entity, whether oral or in any written or other medium, or cause or encourage
      or
      knowingly permit others to make any such statements, that defame, disparage,
      or
      in any way criticize the personal or business reputations, practices, or conduct
      of any of the other Parties or any of their affiliates, without limitation
      in
      time, except that any Party hereto may (i) confer in confidence with its legal
      counsel and (ii) provide truthful testimony in connection with judicial
      proceedings and governmental inquiries and investigations. In the event that
      any
      Party receives inquiries, whether from its own personnel or from third parties,
      regarding Mallory’s employment, Stockholder’s ownership of Company, or the sale
      to Buyer of the Company, such Party agrees to make statements only in a manner
      consistent with the statements set forth on *Exhibit
      A* to this
      Agreement ( **“Permitted
      Disclosures”** ).




***2.5***  ***Transition
      Plan*** .
      The
      parties agree to cooperate in good faith to carry out their respective
      obligations set forth in the Transition Plan attached as *Exhibit
      B* hereto
      (the **“Transition
      Plan”** ).
      Seller
      and Stockholder’s responsibility and liability for such transition shall
      strictly be limited to its obligations as set forth on *Exhibit
      B* and
      elsewhere in this Agreement. Neither Seller nor Stockholder shall have any
      responsibility or liability for any loss of business, customers, or revenue,
      or
      any other adverse impact to the Company or its business that Buyer or Mallory
      may experience after selling the Shares to Buyer hereunder, except as such
      may
      arise in connection with breach of this Agreement by either Seller or
      Stockholder, and/or their respective gross negligence or willful
      misconduct.




***2.6***  ***Publicity*** .
      After
      the date of this Agreement, no Party shall issue any press release or otherwise
      make any announcements to the public or the employees of Company regarding
      this
      Agreement or the transactions described herein without the prior written consent
      of the other Parties, except as required by any applicable Legal Requirements.
      To the extent not covered by the Permitted Disclosures in *Exhibit
      A* hereto,
      Seller and Buyer shall agree upon the means by which the employees, customers,
      and suppliers and others having dealings with Company shall be informed of
      the
      sale of the Shares.




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***Execution
        Copy***




***2.7***  ***Confidentiality;
      Privilege*** .
      Each
      Party shall keep confidential all aspects of this Agreement, and shall not
      appropriate for its own use, reveal or disclose to anyone except as necessary
      to
      fulfill a Party’s obligations hereunder or as explicitly may be permitted
      hereunder, any confidential information of the other (as a “ **Disclosing
      Party** ”)
      which
      may have become known to it prior to this Agreement at any time, including
      prior
      to entering into the Merger Agreement (a “ **Receiving
      Party** ”).
      Each
      Party agrees to take the necessary steps to protect and maintain the
      confidentiality of such confidential and proprietary information of the other.
      Confidential or Proprietary Information shall mean any information maintained
      as
      confidential by the other which is not publicly known and not lawfully available
      without restriction from a third Party. The foregoing restrictions will not
      apply to any such Confidential Information that is (i) required to be disclosed
      by court order or decree or in compliance with applicable law; (ii) in the
      public domain other than a breach hereof by the receiving Party, (iii) known
      to
      the Receiving Party prior to its receipt from the Disclosing Party hereunder
      and
      is not subject to a confidentiality obligation, (iv) independently developed
      by
      the Receiving Party, or (v) received by the Receiving Party from a third Party
      and not subject to a confidentiality obligation. Each Party acknowledges that
      the Disclosing Party is not waiving, and will not be deemed to have waived
      or
      diminished, any of its attorney work product protections, attorney-client
      privileges or similar protections and privileges as a result of disclosing
      its
      Confidential Information, regardless of whether such claims have or are entitled
      to be asserted. These confidentiality obligations shall be supplemental to,
      and
      shall not limit, any other promises of confidentiality which may exist among
      the
      Parties hereto.




***2.8***  ***Retention
      of Records*** .
      On or
      before the Closing Date, Seller shall deliver or make available to Buyer all
      records and data of the Company, including without limitation all insurance
      policies, vendor agreements, regulatory filings, tax returns, correspondence
      with federal and state authorities, and customer records. After the Closing
      Date, Buyer shall retain for a period consistent with standard record-retention
      policies and practices of publicly traded financial institutions those records
      of Company delivered to Buyer. Buyer also shall provide Seller reasonable access
      thereto, during normal business hours and on at least three days’ prior written
      notice, to enable it to prepare financial statements or tax returns or deal
      with
      tax audits.




***2.9***  ***Cooperation
      and Third Party Consents*** .
      The
      Parties shall cooperate in good faith to implement the Contemplated Transactions
      including, without limited, working together to receive any required third
      party
      Consents or Legal Approvals, provided that Buyer and Mallory, with the
      cooperation of Stockholder and Seller in providing any required information,
      shall be solely responsible for amending Company’s Form ADV and taking any steps
      required to receive Legal Approvals from state and federal securities
      regulators. Seller and Stockholder have set forth on *Exhibit
      C* hereto
      the only Consents or Legal Approvals of which they are aware.




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***Execution
        Copy***




***ARTICLE
      III.***


***REPRESENTATIONSAND
        WARRANTIES***
 ***OF*** ***SELLERAND
        STOCKHOLDER
        REGARDING
        COMPANY***




Seller
      and Stockholder jointly and severally represent and warrant to Buyer as set
      forth in this *Article
      III.* All
      representations and warranties made in this *Article
      III* are made
      subject to knowledge which Mallory actually acquired in her capacity as
      President, Chief Executive Officer, and director of the Company.




***3.1***  ***Organization;
      Qualification*** .
      Company
      is a corporation, duly organized, validly existing and in good standing under
      the laws of its jurisdiction of organization. Company has the corporate power
      and authority to operate, own and lease its properties, perform its obligations
      and carry on its business as now conducted. Company has the power, authority
      and
      capacity to enter into this Agreement and perform its obligations under this
      Agreement.




***3.2***  ***Authorization;
      Enforceability*** .
      This
      Agreement has been duly executed and delivered by Company and constitutes the
      legal, valid and binding obligations of Company, enforceable it in accordance
      with its respective terms. Company has duly and validly authorized this
      Agreement.




***3.3***  ***Shares;
      Capitalization.***  The
      authorized capital stock of Company consists solely of 1,000 shares of common
      stock, $0.001 par value, of which one thousand (1,000) shares are issued and
      outstanding. To their knowledge, there are no options, warrants, or other rights
      granting to anybody other than to Mallory any rights in the capital stock or
      equity of Company. The Shares constitute all of the issued and outstanding
      shares of capital stock of Company. All of the Shares are owned of record,
      legally, beneficially and exclusively by Stockholder. Stockholder holds the
      exclusive right and power to vote the Shares. The Shares are free and clear
      of
      any and all Encumbrances. No legend or other reference to any purported
      Encumbrance appears upon any certificate representing the Shares. Upon delivery
      of the Shares under this Agreement, Buyer will acquire good and valid legal
      and
      exclusive title to the Shares, free and clear of any Encumbrances. The Shares
      are validly issued, fully paid and nonassessable. The Shares were issued in
      compliance with all applicable Legal Requirements, including federal and state
      securities laws.




***3.4***  ***Title
      to Assets*** **.** At
      the
      Closing all assets of the Company are free and clear of any and all
      Encumbrances.




***3.5***  ***Legal
      Proceedings*** .
      No
      Legal Proceeding is pending or, to their knowledge, threatened against or
      affecting Company, the Business, any of Company’s assets, any of the Shares or
      the Contemplated Transactions.




***3.6***  ***Consents.*** No
      consent, waiver, approval, order or authorization of, or registration,
      declaration or filing with, any Governmental Body or any third party, including
      a party to any agreement with the Company or Stockholder (so as not to trigger
      any Conflict), is required by or with respect to the Company in connection
      with
      the execution and delivery of this Agreement or the consummation of the
      transactions contemplated hereby and thereby.




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***Execution
        Copy***




***3.7***  ***Company
      Financial Statements*** .
      Mallory
      previously has received the financial statements of the Company dated October
      31, 2006 (the “ Company
      Financials ”).
      The
      Company Financials have been prepared in accordance with USGAAP applied on
      a
      basis consistent throughout the periods indicated and consistent with each
      other. The Company Financials present fairly in all material respects the
      financial condition, operating results and cash flows of the Company as of
      the
      dates and during the periods indicated therein, subject in the case of the
      unaudited financial statements to normal year-end adjustments, which will not
      be
      material in amount or significance. The Company’s October 31, 2006 balance sheet
      shall be referred to as the “ Balance
      Sheet .”




***3.8***  ***No
      Undisclosed Liabilities.*** To the
      best knowledge of Seller and/or Stockholder, the Company has no liability,
      indebtedness, obligation, expense, claim, deficiency, guaranty or endorsement
      of
      any type, whether accrued, absolute, contingent, matured, unmatured or other
      (whether or not required to be reflected in financial statements in accordance
      with USGAAP), except as reflected in the Balance Sheet, or in the ordinary
      course of business consistent with past practices since the date of the Balance
      Sheet.




***3.9***  ***Tax
      Matters.*** ******




(a)  Definition
      of Taxes .
      For the
      purposes of this Agreement, “Tax” or, collectively, “Taxes,” means (i) any and
      all federal, state, local and foreign taxes, assessments and other governmental
      charges, duties, impositions and liabilities, including taxes based upon or
      measured by gross receipts, income, profits, sales, use and occupation, and
      value added, ad valorem, transfer, franchise, withholding, payroll, recapture,
      employment, excise and property taxes, together with all interest, penalties
      and
      additions imposed with respect to such amounts; (ii) any liability for the
      payment of any amounts of the type described in clause (i) as a result of being
      a member of an affiliated, consolidated, combined or unitary group for any
      period; and (iii) any liability for the payment of any amounts of the type
      described in clause (i) or (ii) as a result of any express or implied obligation
      to indemnify any other person or as a result of any obligations under any
      agreements or arrangements with any other person with respect to such amounts
      and including any liability for taxes of a predecessor entity.




(b)  Tax
      Returns and Audits .




(i)  The
      Company as of the Closing Date will have prepared and timely filed or made
      a
      timely request for extension for all Returns relating to any and all Taxes
      concerning or attributable to the Company or its operations since the Merger,
      and such Returns are true and correct and have been completed in accordance
      with
      applicable law.




(ii)  The
      Company as of the Closing Date (A) will have paid or accrued all Taxes it is
      required to pay or accrue and (B) will have withheld and timely remitted with
      respect to its employees all income taxes and other Taxes required to be
      withheld and remitted.




(iii)  The
      Company has not been delinquent in the payment of any Tax nor is there any
      Tax
      deficiency outstanding, assessed or proposed against the Company, nor has the
      Company executed any waiver of any statute of limitations on or extending the
      period for the assessment or collection of any Tax.




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***Execution
        Copy***




(iv)  No
      audit
      or other examination of any Return of the Company, is presently in progress,
      nor
      has the Company been notified of any request for such an audit or other
      examination.




(v)  The
      Company has no liabilities for unpaid federal, state, local and foreign Taxes
      which have not been accrued or reserved against on the Balance Sheet, whether
      asserted or unasserted, contingent or otherwise, and the Company has no
      knowledge of any basis for the assertion of any such liability attributable
      to
      the Company, its assets or operations.




(vi)  The
      Company has made available to Mallory or her legal counsel, copies of all
      foreign, federal and state income and all state sales and use Returns filed
      for
      all periods since the date of Company’s incorporation.




(vii)  There
      is
      no Encumbrance of any sort on the assets of the Company the relating to or
      attributable to Taxes other than Liens for taxes not yet due and
      payable.




(viii)  The
      Company has no knowledge of any basis for the assertion of any claim relating
      or
      attributable to Taxes which, if adversely determined, would result in any
      Encumbrance on any material assets of the Company.




(ix)  As
      of the
      Closing, there will not be any contract, agreement, plan or arrangement,
      including but not limited to the provisions of this Agreement, covering any
      employee or former employee of the Company that, individually or collectively,
      could give rise to the payment of any amount that would not be deductible by
      the
      Company as an expense under Sections 162, 280G or 404 of the Code.




(x)  The
      Company is not a party to a tax sharing, indemnification or allocation agreement
      nor does the Company owe any amount under any such agreement.




(xi)  The
      Company uses the accrual method of accounting for income tax purposes and its
      tax basis in its assets for purposes of determining its future amortization,
      depreciation and other federal income tax deductions is accurately reflected
      on
      the Company’s tax books and records.




(xii)  The
      Company qualifies as a corporation for all federal and state income tax
      purposes.




***3.10***  ***Restrictions
      on Business Activities.*** To
      the
      best knowledge of Seller and/or Stockholder, there is no agreement (noncompete
      or otherwise), commitment, judgment, injunction, order or decree to which the
      Company or Stockholder is a party or otherwise binding upon the Company which
      has or may have the effect of prohibiting or impairing any business practice
      of
      the Company, any acquisition of property (tangible or intangible) by the Company
      or the conduct of business by the Company.




***3.11***  ***Minute
      Books.*** The
      minutes of the Company, which shall be made available to counsel for Buyer
      on or
      before the date first indicated above, are the only minutes of the Company
      and
      contain an accurate summary of all meetings of the Board of Directors (or
      committees thereof) of the Company and its shareholders or actions by written
      consent since the date of the Merger.




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***Execution
        Copy***




***3.12***  ***Employee
      Matters and Benefit Plans.*** ******




(a)  Definitions .
      For
      purposes of this Agreement, the following terms shall have the meanings set
      forth below:




(i)  “Affiliate”
      shall mean any other person or entity under common control with the Company
      within the meaning of Section 414(b), (c), (m) or (o) of the Code and the
      regulations issued thereunder;




(ii)  “COBRA”
      shall mean the Consolidated Omnibus Budget Reconciliation Act of 1985, as
      amended;




(iii)  “Code”
      shall mean the Internal Revenue Code of 1986, as amended;




(iv)  “Company
      Employee Plan” shall mean any plan, program, policy, practice, contract,
      agreement or other arrangement providing for compensation, severance,
      termination pay, deferred compensation, performance awards, stock or
      stock-related awards, fringe benefits or other employee benefits or remuneration
      of any kind, whether written or unwritten or otherwise, funded or unfunded,
      including without limitation, each “employee benefit plan,” within the meaning
      of Section 3(3) of ERISA which is or has been maintained, contributed to, or
      required to be contributed to, by the Company for the benefit of any Employee,
      or with respect to which the Company has or may have any liability or
      obligation;




(v)  “DOL”
      shall mean the Department of Labor;




(vi)  “Employee”
      shall mean any current or former employee, consultant or director of the
      Company;




(vii)  “Employee
      Agreement” shall mean each management, employment, severance, consulting,
      relocation, repatriation, expatriation, visas, work permit or other agreement,
      contract or understanding between the Company and any Employee;




(viii)  “ERISA”
      shall mean the Employee Retirement Income Security Act of 1974, as
      amended;




(ix)  “FMLA”
      shall mean the Family Medical Leave Act of 1993, as amended;




(x)  “International
      Employee Plan” shall mean each Company Employee Plan that has been adopted or
      maintained by the Company, whether informally or formally, or with respect
      to
      which the Company will or may have any liability, for the benefit of Employees
      who perform services outside the United States;




(xi)  “IRS”
      shall mean the Internal Revenue Service;




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***Execution
        Copy***




(xii)  “Multiemployer
      Plan” shall mean any “Pension Plan” (as defined below) which is a “multiemployer
      plan,” as defined in Section 3(37) of ERISA;




(xiii)  “PBGC”
      shall mean the Pension Benefit Guaranty Corporation; and




(xiv)  “Pension
      Plan” shall mean each Company Employee Plan which is an “employee pension
      benefit plan,” within the meaning of Section 3(2) of ERISA.




(b)  Schedule . *Exhibit
      D* contains
      an accurate and complete list of each Company Employee Plan and each Employee
      Agreement under each Company Employee Plan or Employee Agreement. The Company
      does not have any plan or commitment to establish any new Company Employee
      Plan
      or Employee Agreement, to modify any Company Employee Plan or Employee Agreement
      (except to the extent required by law or to conform any such Company Employee
      Plan or Employee Agreement to the requirements of any applicable law, in each
      case as previously disclosed to Buyer in writing, or as required by this
      Agreement), or to enter into any Company Employee Plan or Employee
      Agreement.




(c)  Documents .
      On or
      before the Closing Date the Company shall deliver or make available to Buyer:
      (i) correct and complete copies of all documents embodying each Company Employee
      Plan and each Employee Agreement including (without limitation) all amendments
      thereto and all related trust documents; (ii) the most recent annual actuarial
      valuations, if any, prepared for each Company Employee Plan; (iii) the three
      (3)
      most recent annual reports (Form Series 5500 and all schedules and financial
      statements attached thereto), if any, required under ERISA or the Code in
      connection with each Company Employee Plan; (iv) if the Company Employee Plan
      is
      funded, the most recent annual and periodic accounting of Company Employee
      Plan
      assets; (v) the most recent summary plan description together with the
      summary(ies) of material modifications thereto, if any, required under ERISA
      with respect to each Company Employee Plan; (vi) all IRS determination, opinion,
      notification and advisory letters, and all applications and correspondence
      to or
      from the IRS or the DOL with respect to any such application or letter; (vii)
      all material written agreements and contracts relating to each Company Employee
      Plan, including, but not limited to, administrative service agreements, group
      annuity contracts and group insurance contracts; (viii) all communications
      material to any Employee or Employees relating to any Company Employee Plan
      and
      any proposed Company Employee Plans, in each case, relating to any amendments,
      terminations, establishments, increases or decreases in benefits, acceleration
      of payments or vesting schedules or other events which would result in any
      material liability to the Company; (ix) all correspondence to or from any
      governmental agency relating to any Company Employee Plan; (x) all COBRA forms
      and related notices; (xi) all policies pertaining to fiduciary liability
      insurance covering the fiduciaries for each Company Employee Plan; (xii) all
      discrimination tests for each Company Employee Plan for the most recent plan
      year; and (xiii) all registration statements, annual reports (Form 11-K and
      all
      attachments thereto) and prospectuses prepared in connection with each Company
      Employee Plan.




(d)  Employee
      Plan Compliance .
      The
      Company has performed in all material respects all obligations required to
      be
      performed by it under, is not in default or violation of, and has no knowledge
      of any default or violation by any other party to each Company Employee Plan,
      and each Company Employee Plan has been established and maintained in all
      material respects in accordance with its terms and in compliance with all
      applicable laws, statutes, orders, rules and regulations, including but not
      limited to ERISA or the Code; (ii) each Company Employee Plan intended to
      qualify under Section 401(a) of the Code and each trust intended to qualify
      under Section 501(a) of the Code has either received a favorable determination,
      opinion, notification or advisory letter from the IRS with respect to each
      such
      Plan as to its qualified status under the Code, including all amendments to
      the
      Code effected by the Tax Reform Act of 1986 and subsequent legislation, or
      has
      remaining a period of time under applicable Treasury regulations or IRS
      pronouncements in which to apply for such a letter and make any amendments
      necessary to obtain a favorable determination as to the qualified status of
      each
      such Company Employee Plan; (iii) no “prohibited transaction,” within the
      meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not
      otherwise exempt under Section 408 of ERISA, has occurred with respect to any
      Company Employee Plan; (iv) there are no actions, suits or claims pending,
      or,
      to the knowledge of Seller or Stockholder, threatened or reasonably anticipated
      (other than routine claims for benefits) against any Company Employee Plan
      or
      against the assets of any Company Employee Plan; (v) each Company Employee
      Plan
      can be amended, terminated or otherwise discontinued after the Closing Date
      in
      accordance with its terms, without liability to the Company or any of its
      Affiliates (other than ordinary administration expenses); (vi) there are no
      audits, inquiries or proceedings pending or, to the knowledge of the Company
      or
      any Affiliates, threatened by the IRS or DOL with respect to any Company
      Employee Plan; and (vii) neither the Company nor any Affiliate is subject to
      any
      penalty or tax with respect to any Company Employee Plan under Section 502(i)
      of
      ERISA or Sections 4975 through 4980 of the Code.




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***Execution
        Copy***




(e)  Pension
      Plan .
      Since
      the Merger Company has not maintained, established, sponsored, participated
      in,
      or contributed to, any Pension Plan which is subject to Title IV of ERISA or
      Section 412 of the Code.




(f)  Multiemployer
      Plans .
      At no
      time since the Merger has the Company contributed to or been obligated to
      contribute to any Multiemployer Plan.




(g)  No
      Post-Employment Obligations .
      No
      Company Employee Plan provides, or reflects or represents any liability to
      provide, retiree life insurance, retiree health or other retiree employee
      welfare benefits to any person for any reason, except as may be required by
      COBRA or other applicable statute, and the Company has never represented,
      promised or contracted (whether in oral or written form) to any Employee (either
      individually or to Employees as a group) or any other person that such
      Employee(s) or other person would be provided with retiree life insurance,
      retiree health or other retiree employee welfare benefit, except to the extent
      required by statute.




(h)  COBRA
      etc .
      The
      Company, since the Merger and in any material respect, has not violated any
      of
      the health care continuation requirements of COBRA, the requirements of FMLA,
      the requirements of the Women’s Heath and Cancer Rights Act, the requirements of
      the Newborns’ and Mothers’ Health Protection Act of 1996, or any similar
      provisions of state law applicable to its Employees.




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***Execution
        Copy***




(i)  Effect
      of Transaction .




(i)  The
      execution of this Agreement and the consummation of the transactions
      contemplated hereby will not (either alone or upon the occurrence of any
      additional or subsequent events) constitute an event under any Company Employee
      Plan, Employee Agreement, trust or loan that will or may result in any payment
      (whether of severance pay or otherwise), acceleration, forgiveness of
      indebtedness, vesting, distribution, increase in benefits or obligation to
      fund
      benefits with respect to any Employee.




(ii)  No
      payment or benefit which will or may be made by the Company with respect to
      any
      Employee as a result of the transactions contemplated by this Agreement or
      otherwise will be characterized as a “parachute payment,” within the meaning of
      Section 280G(b)(2) of the Code (but without regard to clause (ii)
      thereof).




(j)  Employment
      Matters .
      The
      Company: (i) is in compliance in all respects with all applicable foreign,
      federal, state and local laws, rules and regulations respecting employment,
      employment practices, terms and conditions of employment and wages and hours,
      in
      each case, with respect to Employees; (ii) has withheld and reported all amounts
      required by law or by agreement to be withheld and reported with respect to
      wages, salaries and other payments to Employees; (iii) is not liable for any
      arrears of wages or any taxes or any penalty for failure to comply with any
      of
      the foregoing; and (iv) is not liable for any payment to any trust or other
      fund
      governed by or maintained by or on behalf of any governmental authority, with
      respect to unemployment compensation benefits, social security or other benefits
      or obligations for Employees (other than routine payments to be made in the
      normal course of business and consistent with past practice). There are no
      pending, threatened or reasonably anticipated claims or actions against the
      Company under any worker’s compensation policy or long-term disability
      policy.




***3.13***  ***Compliance
      with Laws.*** Assuming
      that Mallory has not violated any applicable laws in the performance of her
      duties and obligations, the Company has complied with, is not in violation
      of,
      and has not received any notices of violation with respect to, any foreign,
      federal, state or local statute, law or regulation, since the date of the
      Merger.




***3.14***  ***Bank
      Accounts.***  *Exhibit
      E* contains
      an accurate and complete list showing the name and address of each bank in
      which
      the Company has an account or safe deposit box, the number of any such account
      or safe deposit box and the names of all persons authorized to draw thereon
      or
      have access thereto




***3.15***  ***Conduct
      of Business of the Company*** .
      During
      the period from the date of this Agreement and continuing until the earlier
      of
      the termination of this Agreement or the Closing Date, the Company agrees
      (except to the extent that Buyer or Mallory shall otherwise consent in writing),
      to carry on its business in the usual, regular and ordinary course in
      substantially the same manner as heretofore conducted, to pay debts and Taxes
      when due, to pay or perform other obligations when due, and, to the extent
      consistent with such business, use all reasonable efforts consistent with past
      practice and policies to preserve intact the Company’s present business
      organization, keep available the services of present officers and key employees
      and preserve relationships with clients, suppliers, and others having business
      dealings with it, all with the goal of preserving unimpaired the Company’s
      goodwill and ongoing businesses at the Closing Date. Mallory agrees to take
      no
      action to cause the Company to fail to comply with this *Section*  *3.15* .
      The
      Company shall promptly notify Buyer of any event or occurrence or emergency
      not
      in the ordinary course of business of the Company and any material event
      involving the Company.




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***Execution
        Copy***




***3.16***  ***Client
      and Employee Non-Solicitation.***




(a)  In
      consideration of the Purchase Price and the Assumed Liabilities, for a period
      of
      three (3) years from the Closing Date, Seller and its Affiliates shall
      not:




(i)  in
      any
      capacity whatsoever (including as a stockholder, proprietor, partner, joint
      venturer, member, consultant, agent, lender, or otherwise), directly or
      indirectly, solicit, sell, service, divert, or accept any financial or
      investment advisory services from, or to any persons who were clients of the
      Company (as determined by receipt by Company of fees) at any time between the
      date of the Merger and the Closing Date;




(ii)  directly
      or indirectly through another entity solicit, induce or conspire with or attempt
      to solicit, induce, or conspire with any employee of the Company to leave the
      employ of Company or any of its Affiliates, or to compete against the Company
      or
      any of its Affiliates, or in any way interfere with the relationship between
      Company or any of its Affiliates and any employee thereof; or




(b)  The
      covenants in this *Section*  *3.16* are
      severable and separate, and the unenforceability of any specific covenant in
      this *Section
      3.16* is not
      intended by any party hereto to, and shall not, affect the provisions of any
      other covenant in this *Section
      3.16* .
      If any
      court of competent jurisdiction shall determine that the scope, time, or
      territorial restrictions set forth in this *Section
      3.16* are
      unreasonable as applied to Seller, the parties hereto acknowledge their mutual
      intention and agreement that those restrictions be enforced to the fullest
      extent the court deems reasonable, and thereby shall be reformed to that extent
      as applied to Seller.




(c)  Buyer
      and
      Seller hereby agree that this *Section
      3.16* is a
      material and substantial part of this Agreement, and absent Seller agreeing
      to
      be bound by this *Section
      3.16* ,
      Buyer
      would not have consummated the Acquisition.




(d)  The
      parties hereto agree that money damages would not necessarily be an adequate
      remedy for any breach of this *Section
      3.16* .
      Because
      of the difficulty in measuring the economic losses that may be incurred by
      Buyer
      as a result of any breach by Seller of the covenants in this *Section
      3.16* and
      because of the immediate and irreparable damage that could be caused to Buyer
      for which it would have no other adequate remedy, Seller agrees that Buyer
      may
      enforce the provisions of this *Section*  *3.16* by any
      equitable or legal means, including seeking an appropriate injunction or
      restraining order against Seller if a breach of any of those provisions occurs.
      Therefore, in the event of a breach or threatened breach of this *Section
      3.16* ,
      Buyer
      or its successors or assigns may, in addition to other rights and remedies
      existing in their favor, apply to any court of competent jurisdiction for
      specific performance and/or injunctive or other relief (temporary and/or
      permanent), in order to enforce, or prevent any violations of, the provisions
      hereof.




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***Execution
        Copy***




(e)  In
      the
      event of any breach or threatened breach by Seller or any of its Affiliates
      of
      the terms of this *Section*  *3.16* ,
      Seller
      shall reimburse Buyer for its reasonable attorneys’ fees, court costs and other
      expenses it incurs in enforcing the provisions of this *Section
      3.16* .




***3.17***  ***Accounts
      Payable.*** Accounts
      payable shall be handled as set forth in *Exhibit
      B.* **




***ARTICLE
      IV.***


***FURTHER
        REPRESENTATIONSAND
        WARRANTIESOF
        SELLERAND
        STOCKHOLDER***




Seller
      and Stockholder jointly and severally represent and warrant to Buyer as set
      forth in this *Article
      IV.*




***4.1***  ***Organization;
      Qualification*** .
      Each of
      Seller and Stockholder (referred to as the **“Seller
      Parties** ***”*** or a
“ **Seller
      Party** ”
where
      appropriate in the context) is a corporation and limited liability company,
      respectively, duly organized, validly existing and in good standing under the
      laws of its jurisdiction of organization. Each Seller Party has the corporate
      or
      limited liability company power and authority to operate, own and lease its
      properties, perform its obligations and otherwise carry on its business as
      now
      conducted.




***4.2***  ***Authorization;
      Enforceability*** .
      This
      Agreement has been duly executed and delivered by each Seller Party and
      constitutes the legal, valid and binding obligations of such Party, enforceable
      against it in accordance with its terms. Each Seller Party has duly and validly
      authorized this Agreement and all of the Contemplated Transactions to be taken
      by it.




***4.3***  ***No
      Violation; Legal Approvals; Consents*** .
      The
      execution and delivery of this Agreement by the Seller Parties and the
      consummation and compliance with the transactions, terms and conditions of
      this
      Agreement by them will not, directly or indirectly (with or without notice
      or
      the lapse of time or both): ( i )
      contravene, conflict with or result in a violation of any provision of their
      Governing Documents or the resolutions adopted by their Boards or Directors
      or
      Managers; or ( ii ) violate,
      or give any person the right to obtain any relief, or exercise any remedy under,
      any Legal Requirement to which any of them are subject, or by which any of
      their
      assets may be bound or affected, or give any person the right to challenge
      any
      of the Contemplated Transactions. Except as set forth in *Exhibit
      C* ,
      neither
      Seller nor Stockholder is required to make, give or obtain any Legal Approvals
      or Consents in connection with the execution, delivery or performance by Seller
      or Stockholder of this Agreement or the consummation by Seller or Stockholder
      of
      the Contemplated Transactions.




***4.4***  ***Finders’
      Fees; No Existing Discussions*** .
      Neither
      any Seller Party nor any of their respective officers, directors or employees
      has employed any broker or finder or incurred any Liability for any brokerage
      fee, commission or finders’ fee in connection with any of the Contemplated
      Transactions.




***4.5***  ***Inter-company
      Obligations*** .
      As of
      the Closing Date neither the Company nor Mallory will have any
      inter-company or personal payment obligations to either Seller or Stockholder
      for transactions or matters arising prior to the Closing Date, subject only
      to
      ordinary course accounting adjustments and entries, if any, to be completed
      by Seller within thirty (30) days of the Closing Date.




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***Execution
        Copy***




***ARTICLE
      V.***


***REPRESENTATIONSAND
        WARRANTIESOF
        BUYERAND
        MALLORY***




Buyer
      and
      Mallory jointly and severally represent and warrant to Seller and Stockholder
      as
      follows:




***5.1***  ***Organization*** .
      Buyer
      is a corporation duly organized, validly existing and in good standing under
      the
      laws of its jurisdiction of organization. Buyer has the corporate power and
      authority to own or lease its properties, carry on its business, enter into
      this
      Agreement and perform its obligations under this Agreement.




***5.2***  ***Authorization;
      Enforceability*** .
      This
      Agreement has been duly executed and delivered by Buyer and by Mallory, and
      constitutes the legal, valid and binding obligations of Buyer and Mallory,
      enforceable against them in accordance with its terms. All Contemplated
      Transactions to which Buyer is or is to become a Party have been duly and
      validly authorized by all necessary corporate proceedings by Buyer.




***5.3***  ***Title
      to MCF Shares*** .
      All of
      the MCF Shares are owned of record, legally, beneficially and exclusively by
      Mallory, subject to any conditions applicable to the MCF Escrow Shares. Mallory
      holds the exclusive right and power to vote the MCF Shares. The MCF Shares
      are
      free and clear of any and all Encumbrances, specifically including, without
      limitation, any claims of any former spouse of Mallory based on community
      property law or any other legal theory. No legend or other reference to any
      purported Encumbrance appears upon any certificate representing the MCF Shares
      other than as required under the Merger Agreement or the Employment Agreement.
      Upon delivery of the MCF Shares under this Agreement, Seller will acquire good
      and valid legal and exclusive title to the MCF Shares, free and clear of any
      Encumbrances.




***5.4***  ***No
      Violation; Legal Approvals; Consents*** .
      The
      execution and delivery of this Agreement and the consummation and compliance
      with the transactions, terms and conditions of this Agreement by Buyer and
      Mallory will not, directly or indirectly (with or without notice or the lapse
      of
      time or both): ( i )
      contravene, conflict with or result in a violation of any provision of Buyer’s
      Governing Documents or the resolutions adopted by its Board or Directors; or
      ( ii ) violate,
      or give any person the right to obtain any relief, or exercise any remedy under,
      any Legal Requirement to which Buyer or Mallory is subject, or by which any
      of
      Buyer or Mallory’s assets may be bound or affected, or give any person the right
      to challenge any of the Contemplated Transactions. Neither Buyer nor Mallory
      is
      required to make, give or obtain any Legal Approvals or Consents in connection
      with the execution, delivery or performance by Buyer and Mallory of this
      Agreement or the consummation by Buyer and Mallory of the Contemplated
      Transactions. In the conduct of the portion of the day to day business
      operations of the Company for which Mallory has been responsible, Mallory has
      not violated or caused the Company to violate any applicable securities
      laws.




***5.5***  ***Finders’
      Fees*** .
      Neither
      Buyer nor any of its officers, directors or employees nor Mallory has employed
      any broker or finder or incurred any Liability for any brokerage fee, commission
      or finders’ fee in connection with any of the Contemplated
      Transactions.




-18-


***Execution
        Copy***




***5.6***  ***Labor
      Code 2802*** **.** Mallory
      is unaware of having any claims under California Labor Code Section
      2802.




***ARTICLE
      VI.***


***TERMINATION,
        AMENDMENTAND
        WAIVER***




***6.1***  ***Termination.*** Except
      as provided in *Section
      6.7* below,
      this Agreement may be terminated at any time prior to the Closing
      Date:




(a)  by
      mutual
      consent of the Seller and Buyer;




(b)  by
      Buyer
      or the Seller if the Closing has not occurred by January 8, 2007 (provided,
      a
      later date may be agreed upon in writing by the parties hereto, and provided
      further that the right to terminate this Agreement under this *Section*  *6.2* shall
      not be available to any party whose action or failure to act has been the cause
      of or resulted in the failure of the Closing to occur on or before such date
      and
      such action or failure to act constitutes a breach of this Agreement);




(c)  by
      Buyer
      if it is not in material breach of its obligations under this Agreement and
      there has been a material breach of any representation, warranty, covenant
      or
      agreement contained in this Agreement on the part of the Seller or the
      stockholder and such breach has not been cured within ten (10) calendar days
      after written notice to the Seller (provided that, no cure period shall be
      required for a breach which by its nature cannot be cured);




(d)  by
      the
      Seller if neither it nor the Stockholder are in material breach of their
      respective obligations under this Agreement and there has been a material breach
      of any representation, warranty, covenant or agreement contained in this
      Agreement on the part of Buyer and such breach has not been cured within ten
      (10) calendar days after written notice to Buyer (provided that, no cure period
      shall be required for a breach which by its nature cannot be cured);
      or




(e)  by
      Buyer,
      Seller or Stockholder if an event having a Material Adverse Effect on the
      Company shall have occurred after the date of this Agreement.




Where
      action is taken to terminate this Agreement pursuant to this *Section
      6.2* ,
      it
      shall be sufficient for such action to be authorized by the Board of Directors
      (as applicable) of the party taking such action.




***6.2***  ***Effect
      of Termination.*** In the
      event of termination of this Agreement as provided in *Section
      6.1* ,
      this
      Agreement shall forthwith become void and there shall be no liability or
      obligation on the part of Buyer, Seller or Stockholder, or their respective
      officers, directors or shareholders, provided that each party shall remain
      liable for any breaches of this Agreement prior to its termination; and provided
      further that, the provisions of *Sections
      2.6,*  *2.7,
      6, 10,* and *11* of
      this
      Agreement shall remain in full force and effect and survive any termination
      of
      this Agreement.




***6.3***  ***Extension;
      Waiver.*** At any
      time prior to the Closing Date, Buyer, on the one hand, and Seller or
      Stockholder, on the other, may, to the extent legally allowed, (i) extend the
      time for the performance of any of the obligations of the other party hereto,
      (ii) waive any inaccuracies in the representations and warranties made to such
      party contained herein or in any document delivered pursuant hereto, and (iii)
      waive compliance with any of the agreements or conditions for the benefit of
      such party contained herein. Any agreement on the part of a party hereto to
      any
      such extension or waiver shall be valid only if set forth in an instrument
      in
      writing signed on behalf of such party.




-19-


***Execution
        Copy***




***ARTICLE
      VII.***


***INDEMNIFICATION***




***7.1***  ***Indemnification
      by Seller and Stockholder*** .
      Seller
      and Stockholder jointly and severally shall indemnify, defend, save and hold
      harmless Buyer and its officers, directors, employees, agents and Affiliates
      (including, after the Closing, Company; each, a **“Buyer
      Indemnitee”** )
      from
      and against, and shall reimburse Buyer Indemnitees for, all Damages
      (collectively, **“Buyer
      Damages”** )
      directly or indirectly asserted against, imposed upon, resulting to, or incurred
      or required to be paid by any Buyer Indemnitee from or in connection with:
      (i)
      the breach of any representation or warranty made by a Seller Party pursuant
      to
      this Agreement; (ii) a breach or non-performance, partial or total, of any
      covenant or agreement made by a Seller or Stockholder pursuant to this
      Agreement; (iii) any financial or tax consequences arising from the handling
      of
      the filing with state authorities of the merger documentation pertaining to
      the
      Merger; (iv) any acts or omissions of Mallory in connection with her
      capacity as a member of Stockholder’s Board of Directors; (v) any and all Taxes
      of the Company applicable to all or any part of the period commencing on the
      date of the Merger and concluding on the Closing Date; (vi) performance of
      the administrative aspects of the Human Resources function including compliance
      with payroll and withholding requirements; (vii) any ERISA-related matters;
      (viii) compliance with federal and state securities laws applicable to the
      administration of Company’s business other than aspects of the Company’s
      business for which Buyer and Mallory provide indemnification under *Section
      7.2* ;
      or
      (ix) any failure to keep the accounting or tax books and records of the
      Company in accordance with proper practices of affiliates of public companies,
      except to the extent with respect to any of the foregoing (A) they arise from
      or
      are related to the gross negligence or willful misconduct of Mallory or (B)
      Mallory had prior knowledge of and materially contributed to any such breach
      or
      failure.




***7.2***  ***Indemnification
      by Buyer*** .
      Buyer
      shall indemnify, defend, save and hold harmless Seller, Stockholder, and their
      officers, directors, employees, Affiliates and agents (each, a **“Seller
      Indemnitee”** )
      from
      and against any and all Damages (collectively, **“Seller
      Damages”** )
      directly or indirectly asserted against, imposed upon, resulting to, or incurred
      or required to be paid by any Seller Indemnitee from or in connection with,
      ( i ) any
      breach or inaccuracy of any representation or warranty made by Buyer or Mallory
      in this Agreement; ( ii ) a
      breach or nonperformance, partial or total, of any covenant or agreement made
      by
      Buyer or Mallory pursuant to this Agreement; (iii) any financial or
      investment advice or other service given or provided to any customer of Company
      or its predecessor corporation; (iv) any failure to comply with applicable
      securities laws with respect to the provision of services to customers or to
      properly book, record, account for, handle, or effect any transactions for
      customers of Company or its predecessor, or, with respect to any such
      transactions between the effective date of the Merger and the date of the
      Closing, properly report those transactions to the Company’s compliance officer;
      (v) the day to day operation of the business of Company as it relates to
      marketing or advertising or to provision of customer services *;* or
      (vi) the operation of the Company’s predecessor corporation.




-20-


***Execution
        Copy***




***7.3***  ***Limitations
      on Indemnification*** .
      Neither
      Party shall have the right to assert any claim for indemnification under this
      Agreement more than two years after the Closing provided that any claim related
      to any violation of the securities or tax laws by any Party hereto shall survive
      until the expiration of any applicable statutes of limitation. No
      indemnification shall be made under *Sections
      7.1* and *7.2* to the
      extent that the Indemnitees’ Damages exceed $2,000,000 in the aggregate.
      Notwithstanding anything else in this Agreement, in no event shall any Party
      be
      liable to any other Party for any incidental, special, punitive, consequential
      or indirect damages, whether for indemnification or otherwise.




***7.4***  ***Notice
      of Claims*** .
      If any
      Buyer Indemnitee or any Seller Indemnitee (an **“Indemnified
      Party”** )
      believes that it has suffered or incurred, or will suffer or incur, any Damage
      for which it is entitled to indemnification under this *Article VII* ,
      the
      Indemnified Party shall notify the Party or Parties from whom indemnification
      is
      being claimed (the **“Indemnifying
      Party”** ).
      This
      notice shall specify the factual basis of the claim in reasonable detail in
      light of the circumstances then existing. If any Legal Proceeding is instituted
      by or against a third Party with respect to which any Indemnified Party intends
      to claim any Damages, such Indemnified Party shall notify the Indemnifying
      Party
      of such action or suit.




***7.5***  ***Third-Party
      Claims*** .




***7.5.1***  ***Notice*** .
      Promptly after receipt by a person entitled to indemnity under *Article
      VI* (an **“Indemnified
      Person”** )
      of
      notice of the assertion of a third-Party claim against it, such Indemnified
      Person shall give notice to the person obligated to indemnify under the
      applicable section thereof (an **“Indemnifying
      Person”** )
      of the
      assertion of such third-Party claim. If Indemnified Person fails to notify
      the
      Indemnifying Person of the claim, it will not relieve the Indemnifying Person
      of
      any liability that it may have to any Indemnified Person, except to the extent
      that the Indemnifying Person demonstrates that the defense of such third-Party
      claim is prejudiced by the Indemnified Person’s failure to give such
      notice.




***7.5.2***  ***Assumption
      of Defense*** .
      If an
      Indemnified Person gives notice to the Indemnifying Person pursuant to *Section
      7.5.1* of
      the
      assertion of a third-Party claim, the Indemnifying Person shall be entitled
      to
      participate in the defense of such third-Party claim and, to the extent that
      it
      wishes (unless (i) the Indemnifying Person is also a person against whom the
      third-Party claim is made and the Indemnified Person determines in good faith
      that joint representation would be inappropriate or (ii) the Indemnifying Person
      fails to provide reasonable assurance to the Indemnified Person of its financial
      capacity to defend such third-Party claim and provide indemnification with
      respect to such third-Party claim), to assume the defense of such third-Party
      claim with counsel satisfactory to the Indemnified Person. After notice from
      the
      Indemnifying Person to the Indemnified Person of its election to assume the
      defense of such third-Party claim, the Indemnifying Person shall not, so long
      as
      it diligently conducts such defense, be liable to the Indemnified Person under
      this *Article
      VII* for
      any
      fees of other counsel or any other expenses with respect to the defense of
      such
      third-Party claim, in each case subsequently incurred by the Indemnified Person
      in connection with the defense of such third-Party claim, other than reasonable
      costs of investigation. If the Indemnifying Person assumes the defense of a
      third-Party claim, no compromise or settlement of such third-Party claims may
      be
      effected by the Indemnifying Person without the Indemnified Person’s consent,
      unless (x) there is no finding or admission of any violation of Legal
      Requirement or any violation of the rights of any person; (y) the sole relief
      provided is monetary damages that are paid in full by the Indemnifying Person;
      and (z) the Indemnified Person shall have no liability with respect to any
      compromise or settlement of such third-Party claims effected without its
      consent. If notice is given to an Indemnifying Person of the assertion of any
      third-Party claim and the Indemnifying Person does not, within ten (10) days
      after the Indemnified Person’s notice is given, give notice to the Indemnified
      Person of its election to assume the defense of such third-Party claim, the
      Indemnifying Person will be bound by any determination made in such third-Party
      claim or any compromise or settlement effected by the Indemnified
      Person.




-21-


***Execution
        Copy***




***7.5.3***  ***Exceptions*** .
      Notwithstanding the foregoing, if an Indemnified Person determines in good
      faith
      that there is a reasonable probability that a third-Party claim may adversely
      affect it or its Related Parties (including claims for environmental liability
      that could adversely affect the operations of the Business and claims that
      could
      adversely affect the customer base of the Business), the Indemnified Person
      may,
      by notice to the Indemnifying Person, assume the exclusive right to defend,
      compromise or settle such third-Party claim, but the Indemnifying Person will
      not be bound by any determination of any third-Party claim so defended for
      the
      purposes of this Agreement or any compromise or settlement effected without
      its
      Consent (which may not be unreasonably withheld).




***7.5.4***  ***Cooperation*** .
      With
      respect to any third-Party claim subject to indemnification under this *Article
      VII* ,
      (i)
      both the Indemnified Person and the Indemnifying Person, as the case may be,
      shall keep the other person fully informed of the status of such third-Party
      claim and any related proceedings at all stages thereof where such person is
      not
      represented by its own counsel, and (ii) the Parties agree (each at its own
      expense) to render to each other such assistance as they may reasonably require
      of each other and to cooperate in good faith with each other in order to ensure
      the proper and adequate defense of any third-Party claim.




***7.5.5***  ***Confidential
      Information; Privilege*** .
      With
      respect to any third-Party claim subject to indemnification under this *Article
      VII* ,
      the
      Parties agree to cooperate in such a manner as to preserve in full (to the
      extent possible) the confidentiality of all Confidential Information and the
      attorney-client and work-product privileges. In connection therewith, each
      Party
      agrees that: (i) it will use its Commercially Reasonable Efforts, in respect
      of
      any third-Party claim in which it has assumed or participated in the defense,
      to
      avoid production of Confidential Information (consistent with applicable law
      and
      rules of procedure), and (ii) all communications between any Party hereto and
      counsel responsible for or participating in the defense of any third-Party
      claim
      shall, to the extent possible, be made so as to preserve any applicable
      attorney-client or work-product privilege.




***7.6***  ***Cumulative
      Rights and Remedies*** .
      The
      rights to indemnification of the Parties under this *Article
      VII* shall be
      the exclusive remedy that the Parties may have in law or equity.




-22-


***Execution
        Copy***




***ARTICLE
      VIII.***


***SETTLEMENTAND
        RELEASEOF
        CLAIMS***




***8.1***  ***Potential
      Claims*** .
      Mallory
      has asserted various potential claims against Seller and Stockholder. Expressly
      denying any wrongdoing, fault or liability of any kind, and in order to avoid
      the substantial expense and inconvenience of litigation, and except as
      explicitly set forth in this Agreement, the Parties now hereby settle, except
      for the indemnity provisions and other obligations or covenants set forth in
      this Agreement, all claims arising in any way from (i) Mallory’s employment
      by Company, (ii) Mallory’s service on the board of directors of Stockholder
      and of Company, (iii) Seller’s acquisition of Company through the Merger,
      (iv) Stockholder’s ownership of the Company, and/or (v)  any
      transactions between them to date, on the terms set forth in this *Article
      8* .




***8.2***  ***Adequacy
      of Payment*** .




***8.2.1***  Except
      for the indemnity provisions and other obligations or covenants set forth in
      this Agreement *,* Mallory
      and Buyer agree that the consideration set forth in this Agreement payable
      to
      Buyer constitutes all that is due Mallory or Buyer from Seller or Stockholder
      or
      any of their Affiliates other than Company, including but not limited to any
      tort damages, any other claimed damages, and any claimed lost income, wages,
      costs, penalties and/or attorneys’ fees in connection with the claims
      encompassed and released by this Agreement. Mallory and Buyer agree that they
      shall not seek any further compensation or consideration from Seller or
      Stockholder or from any of their Affiliates, other than Company, or from any
      or
      their employees, officers or directors or other related or affiliated person
      and/or entity for anything arising out of Mallory’s association with Seller,
      Stockholder, or Company for any and all claims released herein.




***8.2.2***  Except
      for the indemnity provisions and other obligations or covenants set forth in
      this Agreement *,* Seller
      and Stockholder agree that the consideration set forth in this Agreement payable
      to either of them constitutes all that is due them from Mallory or Buyer,
      including but not limited to any tort damages, any other claimed damages, and
      any claimed costs, penalties and/or attorneys’ fees in connection with the
      claims encompassed and released by this Agreement. Seller and Stockholder agree
      that neither they nor any of their Affiliates shall seek any further
      compensation or consideration from Buyer or Mallory or from any of their
      Affiliates or from any of their employees, officers or directors or other
      related or affiliated person and/or entity for anything arising out of their
      association with Mallory and Company for any and all claims released
      herein.




***8.3***  ***Release
      of All Claims.***




***8.3.1***  ***Release
      by Mallory*** .
      Except
      for the indemnity provisions and other obligations or covenants set forth in
      this Agreement, effective as of the Closing, Buyer and Mallory unconditionally,
      irrevocably and absolutely release and discharge Seller, Stockholder, or any
      of
      their Affiliates, as well as any present or former employees, officers, agents,
      attorneys, successors and assigns of Seller, Stockholder, or any of their
      Affiliates, from all claims related in any way to the transactions or
      occurrences between them to date, to the fullest extent permitted by law,
      provided, however, that nothing in this release shall affect, limit or waive
      Mallory’s rights under California Labor Law Code Section 2802. This release is
      intended to be interpreted broadly to apply to all transactions and occurrences
      between Mallory and any of Seller, Stockholder, or Company and their assigns,
      successors, employees (former or present), including but not limited to any
      and
      all claims related to Mallory’s employment and employment conditions with
      Company or her service as an officer, director, or in any other capacity of
      or
      with Seller, Stockholder, Company, or any of their Affiliates, and all other
      losses, liabilities, claims, charges, demands and causes of action, known or
      unknown, suspected or unsuspected, arising directly or indirectly out of or
      in
      any way connected with the Action and/or these transactions or occurrences
      (collectively referred to as “ **Mallory
      Released Claims** ”).
      Mallory Released Claims include, without limitation, any claim based in tort,
      contract, common law, the state or federal Constitution, state or federal
      statutes (including, without limitation, the California Fair Employment and
      Housing Act, the California Civil Code, the California Government Code, the
      ADEA
      and Title VII of the Civil Rights Act of 1964), and all claims for attorneys’
fees, costs and expenses, as well as all workers’ compensation claims,
      grievances, claims and/or appeals under local, state or federal administrative
      procedures.




-23-


***Execution
        Copy***




***8.3.2***  ***Release
      by Seller and Stockholder (“Seller Parties”).*** Except
      for the indemnity provisions and other obligations or covenants explicitly
      set
      forth in this Agreement, effective as of the Closing, Seller, Stockholder for
      themselves and on behalf of their Affiliates except for Company unconditionally,
      irrevocably and absolutely release and discharge Mallory and Buyer, and Company,
      or any of their Affiliates, as well as any present or former employees,
      officers, agents, attorneys, successors and assigns, from all claims related
      in
      any way to the transactions or occurrences between them to date, to the fullest
      extent permitted by law. This release is intended to be interpreted broadly
      to
      apply to all transactions and occurrences between Seller Parties and Mallory
      and
      their assigns, successors, employees (former or present), including but not
      limited to any and all claims related to Mallory’s employment with Company or
      service as officer, director, or in any other capacity of or with any of Seller,
      Stockholder, or Company, and all other losses, liabilities, claims, charges,
      demands and causes of action, known or unknown, suspected or unsuspected,
      arising directly or indirectly out of or in any way connected with the Action
      and/or these transactions or occurrences (collectively referred to as
“ **Seller
      Released Claims** ”
and,
      where in context appropriate, together with the Mallory Released Claims, the
      “ **Released
      Claims** ”).
      Released Claims include, without limitation, any claim based in tort, contract,
      common law, the state or federal Constitution, state or federal statutes, and
      all claims for attorneys’ fees, costs and expenses, as well as all workers’
compensation claims, grievances, claims and/or appeals under local, state or
      federal administrative procedures.




***8.4***  ***Unknown
      or Different Facts or Law*** **.** The
      Parties acknowledge that they may discover facts or law different from, or
      in
      addition to, the facts or law they know or believe to exist with respect to
      the
      Released Claims. They agree, nonetheless, that this Agreement and the releases
      contained in it shall be and remain effective in all respects notwithstanding
      such different or additional facts or law.




***8.5***  ***California
      Civil Code Section 1542 Waiver.*** The
      Parties expressly acknowledge and agree that the releases contained in this
      Agreement include a waiver of all rights under Section 1542 of the California
      Civil Code. This statute reads as follows:




-24-


***Execution
        Copy***


A
      GENERAL
      RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT
      TO
      EXIST IN HIS/HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN
      BY
      HIM/HER MUST HAVE MATERIALLY AFFECTED HIS/HER SETTLEMENT WITH THE
      DEBTOR.





The
      Parties acknowledge that they have read all of this Agreement, including the
      above Civil Code section, and that they fully understand both the Agreement
      and
      the Civil Code section. The Parties waive any benefits and rights granted to
      them pursuant to Civil Code section 1542 and specifically confirm that fact
      by
      their signatures of this Agreement.




***8.6***  ***No
      Prior Assignments or Liens.*** The
      Parties represent and warrant that they have not assigned to any other person
      or
      entity any Released Claims. The Parties further represent and warrant there
      are
      no liens or claims against any of the amounts or consideration being paid or
      transferred by one to the other. They each agree to defend, indemnify, and
      hold
      the others harmless from any and all liens or claims against any of the amounts
      being transferred and from any liability, losses, claims, damages, costs or
      expenses, including reasonable attorneys’ fees, arising out of a breach of the
      representations and warranties contained in this paragraph.




***8.7***  ***Tax
      Matters.*** **** Mallory
      shall be solely responsible for the employee-related reporting and payment
      of
      any state, local and/or federal income tax, if any, on any of the amounts paid
      to her in connection with the Released Claims. Neither Seller nor Stockholder
      make any representations as to the taxability of the settlement sum or any
      portion thereof.




***8.8***  ***No
      Admissions.*** By
      entering into this Agreement, the Parties understand and agree that the released
      Parties do not admit that they have engaged in, or are now engaging in, any
      unlawful conduct or employment or other practice. It is understood and agreed
      that this Agreement is not an admission of liability.




***8.9***  ***Promise
      Not to Prosecute*** . The
      Parties agree that
      they shall not, at any time hereafter, commence, maintain or prosecute any
      action, suit, proceeding, investigation, complaint, claim, grievance or charge
      with any court, administrative agency, arbitrator or any other body or person,
      whether Federal, State, contractual or otherwise, or participate, aid or assist
      others in prosecuting any such action, suit, proceeding, investigation,
      complaint, claim, grievance or charge on their behalf, except as compelled
      by
      legal process, against the Parties, their parents, predecessors, successors,
      subsidiaries, affiliates, and assigns, based in whole or in part upon, or
      arising out of or in an way connected with any of the Released Claims. The
      Parties further agree
      to
      indemnify and hold each other harmless from and against any and all claims,
      demands, causes of action, damages or liability of any kind, including the
      cost
      of defense and reasonable attorneys’ fees arising out of or in connection with,
      any action, suit, proceeding, investigation, complaint, claim, grievance or
      charge commenced, maintained, or prosecuted by such Party contrary to the terms
      of this Agreement.




***8.10***  ***Attorneys’
      Fees and Costs*** .  The
      Parties agree to bear their own attorneys’ fees and expenses incurred in
      connection with the Actions, or any Released Claim, except as otherwise set
      forth herein.




-25-




***Execution
      Copy***


***8.11***  ***Knowledge,
      Capacity And Authority.*** The
      Parties represent and warrant that they had the opportunity to have counsel
      explain the contents of this Agreement to them. The Parties represent that
      they
      understand the contents of this Agreement and that they **** executed
      it knowingly and voluntarily and understand that after executing it they cannot
      proceed against each other on the claims released herein. Each Party to this
      Agreement represents and warrants that s/he/it has the authority and capacity
      to
      execute this Agreement.




***8.12***  ***Advice
      of Counsel*** .
      The
      Parties declare and represent that they are executing this Agreement with full
      advice from their chosen legal counsel, and that they intend that this Agreement
      shall be complete and shall not be subject to any claim of mistake, and that
      the
      releases herein express a full and complete release and, regardless of the
      adequacy or inadequacy of the consideration, each intends the releases herein
      to
      be final and complete. Each Party executes this release with the full knowledge
      that this release covers all possible claims to the fullest extent permitted
      by
      law.




***ARTICLE
      IX.***


***P**OST**-CLOSING
      COVENANTS***




***9.1***  ***Taxes
      and Tax Filings*** .
      The
      following provisions shall govern the allocation of responsibility as between
      the Buyer and Seller and the Stockholder for certain Tax matters before and
      following the Closing Date:




(a)  ***Tax
      Periods Ending on or Before the Closing Date.*** The
      Seller and the Stockholder are and shall be responsible for all Taxes payable
      for all taxable periods of the Company ending on or prior to the Closing Date.
      The Seller shall not be entitled to settle, either administratively or after
      the
      commencement of litigation, any claim for Taxes which would adversely affect
      the
      liability for Taxes of the Buyer or the Company for any period after the Closing
      Date to any extent (including, but not limited to, the imposition of income
      tax
      deficiencies, the reduction of asset basis or cost adjustments, the lengthening
      of any amortization or depreciation periods, the denial of amortization or
      depreciation deductions) without the prior consent of Buyer or Mallory, which
      consent shall not be unreasonably withheld.




(b)  ***Cooperation
      on Tax Matters.***




(i)  Buyer,
      Seller, the Company and the Stockholder shall cooperate fully, as and to the
      extent reasonably requested by one another, in connection with the filing of
      Tax
      Returns pursuant to this Section and any audit, litigation or other proceeding
      with respect to Taxes. Such cooperation shall include the retention and (upon
      the other party's request) the provision of records and information which are
      reasonably relevant to any such audit, litigation or other proceeding. The
      Company, Buyer, Seller and the Stockholder agree (A) to retain all books and
      records with respect to Tax matters pertinent to the Company relating to any
      taxable period beginning before the Closing Date until the expiration of the
      statute of limitations (and, to the extent notified by Buyer, any extensions
      thereof) of the respective taxable periods, and to abide by all record retention
      agreements entered into with any taxing authority, and (B) to give the other
      party reasonable written notice prior to transferring, destroying or discarding
      any such books and records and, if the other party so requests, the Company,
      Seller and the Stockholder, as the case may be, shall allow the other party
      to
      take possession of such books and records.




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(ii)  Buyer,
      Seller and the Stockholder further agree, upon request, to use their best
      efforts to obtain any certificate or other document from any governmental
      authority or any other Person as may be necessary to mitigate, reduce or
      eliminate any Tax that could be imposed (including, but not limited to, with
      respect to the transactions contemplated hereby).




(d)  ***Audits.***




(i)  Buyer
      shall notify Seller and Stockholder promptly of any examinations, audits,
      litigation or other proceedings respecting the Company with respect to any
      taxable period ending on or prior to the Closing Date. Buyer shall have the
      right to control the conduct of any such examination, audit, litigation or
      other
      proceeding. Seller and/or the Stockholder at their own cost and expense, shall
      have the right to participate in such audit proceedings including the right
      to
      have their representative be present at the audit. To the extent that, as a
      result of such audit, there is an assessment of any Tax, interest or penalties
      thereon which, pursuant to the terms of this Agreement, the liability for which
      will be borne by the Seller and/or the Stockholder, then neither the Company
      nor
      the Buyer may enter into any settlement agreement incident to such assessment
      without the written approval of the Seller and/or the Stockholder, which
      approval shall not be unreasonably withheld. In the event that the Seller and/or
      the Stockholder, in good faith, desire to dispute the assessment, then the
      Seller and/or the Stockholder, at their own cost and expense, shall have the
      right to seek all reasonably available appeal rights incident to such
      Assessment.




(ii)  Buyer
      shall have the sole right to represent the Company in any Tax audit,
      administrative or court proceeding for all taxable periods ending after the
      Closing Date, and to employ counsel of choice at its own expense, provided
      that
      it shall fully inform Stockholder and Seller of any potential impact on their
      tax liability with respect to any period prior to the Closing and provide them
      with the opportunity to participate, at their own expense, in the proceeding
      with respect thereto.




(iii)  Buyer,
      Seller and the Stockholder shall provide timely notice to the other party in
      writing of any pending or threatened tax audit with respect to the Company
      for a
      taxable period for which the other party may have a liability under this
      Section. Buyer, Seller and Stockholder shall furnish each other with copies
      of
      all correspondence received from any Taxing Governmental Authority in connection
      with any tax audit or information request with respect to such a taxable
      period




***9.2***  ***Disclosure
      of Information.*** Seller
      and Stockholder recognize and acknowledge that each is possessed of certain
      Confidential Information related to the Business. Further, Seller recognizes
      and
      acknowledges that such information is valuable, special and essential to the
      successful and effective conduct of the Business by Buyer after Closing.
      Therefore, Seller and Stockholder shall not at any time use for Seller or
      Stockholder’s benefit, or disclose, communicate or divulge to or use for the
      direct or indirect benefit of any person or entity, any Confidential
      Information




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***ARTICLE
      X.***


***DEFINITIONS;
      CONSTRUCTION***




***10.1***  ***Definitions*** .
      The
      following terms have the meanings specified below or are defined in the sections
      referred to below.




**“Affiliate”** means,
      with respect to any person, any other person that, directly or indirectly,
      through one or more intermediaries, controls, is controlled by, or is under
      common control with such person. “Control” for this purpose means the
      possession, directly or indirectly, of more than twenty-five percent of the
      voting power of a person.




**“Agreement”** means
      this Stock Purchase Agreement, as it may be amended from time to
      time.




**“Bank
      Accounts”** means
      the bank accounts set forth on *Exhibit
      E* ,
      which
      constitute all of the Company’s bank accounts.




**“Best
      Efforts/Commercially Reasonable Efforts”** The
      efforts that a prudent person desirous of achieving a result would use in
      similar circumstances to achieve that result as expeditiously as
      possible.




**“Business”** means
      the financial and investment advisory services business of the
      Company.




**“Business
      Day”** means
      any
      day other than (i) Saturday or Sunday or (ii) any other day on which banks
      in
      San Francisco are permitted or required to be closed.




**“Buyer”** means
      Mallory Acquisition Corp., a California corporation.




**“Buyer
      Damages”** is
      defined in *Section 7.1* .




**“Buyer
      Indemnitee”** is
      defined in *Section 7.1* .




**“Closing
      Date”** means
      January 2, 2007.




**“Company”** means
      Catalyst Financial Planning and Investment Management Corporation, a Delaware
      corporation,




**“Confidential
      Information”** means
      of
      the following disclosed or exchanged in connection with the Contemplated
      Transactions and all of the following owned or possessed by Company: (i) all
      information that is a trade secret under applicable trade secret or other law;
      (ii) all information concerning product specifications, data, know-how,
      formulae, compositions, processes, designs, sketches, photographs, graphs,
      drawings, samples, inventions and ideas, past, current and planned research
      and
      development, current and planned manufacturing or distribution methods and
      processes, customer lists, current and anticipated customer requirements, price
      lists, market studies, business plans, computer hardware, Software and computer
      software and database technologies, systems, structures and architectures;
      (iii)
      all information concerning the business and affairs of the disclosing Party
      (which includes historical and current financial statements, financial
      projections and budgets, tax returns and accountants’ materials, historical,
      current and projected sales, capital spending budgets and plans, business plans,
      strategic plans, marketing and advertising plans, publications, client and
      customer lists and files, contracts, the names and backgrounds of key personnel
      and personnel training techniques and materials, however documented), and all
      information obtained from review of the disclosing Party’s documents or property
      or discussions with the disclosing Party regardless of the form of the
      communication; (iv) all proprietary information of Company; and (v) all notes,
      analyses, compilations, studies, summaries and other material prepared by the
      receiving Party to the extent containing or based, in whole or in part, upon
      any
      information included in the foregoing. **“Confidential
      Information”** shall
      not include any information that is already known to a Party or to others not
      bound by a duty of confidentiality or information that is publicly available
      through no fault of such Party.




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**“Consent”** means
      any registration, filing, declaration, application, rights of first refusal
      or
      notice to or with any person and any consent, approval, permit, qualification,
      waiver, waiting period, authorization, or action of or by any person other
      than
      a Governmental Body. **“Consent”** shall
      include any consent, approval, waiver, authorization or other action required
      under any Contract or to prevent any assets or Liabilities of Seller, Company
      from being in default, terminating, accelerating, revoking, suspending,
      canceling, losing or diminishing in value, changing in any respect or creating
      any Liability or giving any person any rights or remedies as a result of the
      consummation of the Contemplated Transactions.




**“Contemplated
      Transactions”** means
      the sale and purchase of the Shares and the transactions contemplated by this
      Agreement.




**“Contract”** means
      any agreement, contract, lease (relating to real or personal property), license,
      indenture, mortgage, instrument, commitment, purchase or sale orders, consensual
      obligation, promise or obligation or other arrangement or understanding, oral
      or
      written, formal or informal, express or implied, whether or not legally binding,
      to which Seller is a Party or by which it or its assets may be
      affected.




**“Damage”** means
      any loss, demand, claim, allegation, assertion, action or cause of action,
      assessment, damage (including incidental and consequential damages), deficiency,
      Liability, cost, expense, diminution of value, fine, penalty, judgment, award
      or
      settlement, whether or not involving a third-Party claim, including reasonable
      legal fees, interest, and any reasonable amount paid in investigation, defense
      or settlement of any of the foregoing.




**“Encumbrance”** means
      any debt, mortgage, deed of trust, lien, community or marital property interest,
      equitable interest, pledge, security interest, encumbrance, option, right of
      first option or refusal, agreement of sale, adverse claim, easement, lien,
      lease, assessment, restrictive covenant, Liability, encroachment, right-of-way,
      servitude, restriction on use or any other burden, charge or restriction of
      any
      kind or nature whatsoever, legal or equitable, or any item similar or related
      to
      the foregoing.




**“Governing
      Documents”** means,
      with respect to any person who is not a natural person, the certificate or
      articles of incorporation, bylaws, deed of trust, formation or governing
      agreement and other charter, organic, organization or governing documents or
      instruments of such person relating to the creation, formation, organization,
      management or operation of such person or relating to the rights, duties and
      obligations of the equity holders of such person.




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  **“Governmental
        Authorization”** means
        any permit, certificate, license, consent, waiver, franchise, privilege,
        approval, exception, variance, exemption, registration, filing or authorization
        required, or otherwise made available by or under the authority of, any
        applicable Legal Requirements or otherwise advisable in connection with the
        formation and operation of the Alliance and the Alliance Entities.


**“Governmental
      Body”** means
      any nation, state, county, city, town, borough, village, district or other
      jurisdiction, court, tribunal, government, quasi-governmental authority of
      any
      nature, department, commission, board, bureau, agency, official or other
      regulatory, administrative or governmental authority or instrumentality
      (foreign, federal, state, local or other political subdivision) or any body
      similar or related to the foregoing.




**“Indemnified
      Party”** is
      defined in *Section 7.5* .




**“Indemnifying
      Party”** is
      defined in *Section
      7.5* .




**“IRS”** means
      the U.S. Internal Revenue Service and, to the extent applicable, the United
      States Department of the Treasury.




**“Legal
      Approval”** means
      any registration, filing, declaration, application, rights of first refusal
      or
      notice to or with any person and any consent, approval, permit, qualification,
      waiver, waiting period, authorization, Order or action of or by any Governmental
      Body. **“Legal
      Approval”** shall
      include any consent, approval, waiver, authorization or other action required
      under any Contract or Governmental Authorization (including those required
      under
      the HSR Act) or to prevent any assets or Liabilities of Seller, Company, or
      Buyer from being in default, terminating, accelerating, revoking, suspending,
      canceling, losing or diminishing in value, changing in any respect or creating
      any Liability or giving any person any rights or remedies as a result of the
      consummation of the Contemplated Transactions.




**“Legal
      Proceeding”** means
      any
      action, arbitration, audit, hearing, investigation, litigation, suit (whether
      civil, criminal, administrative, investigative, or informal, public or private)
      or Order commenced, brought, conducted, or heard by or before, or otherwise
      involving, any Governmental Body or arbitrator.




**“Legal
      Requirement”** means
      any applicable international, multinational, national, foreign, federal, state,
      municipal, local (or other political subdivision)  or
      administrative law, constitution, statute, code, ordinance, rule, regulation,
      requirement, standard, policy, guidance, treaty, judgment or Order of any kind
      or nature whatsoever including any public policy, judgment or principle of
      common law.




**“Liability”** with
      respect to any person or any property of such person, means any and all debt,
      liability or obligation of such person of any nature, kind, character or
      description whatsoever, whether or not due or to become due, known or unknown,
      accrued, unaccrued, fixed, absolute, matured, liquidated, asserted, conditional,
      secondary, potential, determined, determinable or contingent, executory,
      liquidated or unliquidated, secured or unsecured, joint or several, vested
      or
      unvested and whether or not incurred directly by such person or by any
      Predecessor of such person, whether or not required to be accrued on the
      financial statements of such person and whether or not arising out of any act,
      omission, transaction, circumstance, sale of goods or service, setoff,
      recoupment, counterclaim or otherwise.




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“ **Mallory** ”
means
      Madelyn Mallory.




“ **Mallory
      Trust** ”
is
      defined in *Recital
      A* .




**“Material
      Adverse Effect”** means an
      event or condition that currently or in the future is likely to (i) materially
      adversely affect the financial or other condition, results of operations, assets
      (considered in the aggregate), liabilities, equity, business or prospects of
      the
      Company, (ii) materially impede the ongoing operations of the Company, (iii)
      significantly adversely affect a material asset of the Company, or (iv)
      materially adversely affect the value of, or rights accompanying, the Shares,
      except, in each case, for any changes resulting from general economic, financial
      or market conditions or from conditions generally affecting the investment
      advisory industry.




“ **Merger** ”
is
      defined in *Recital
      A* .




“ **Options** ”
is
      defined in *Recital
      C* .




**“Order”** means
      any order, award, decision, injunction, judgment, ruling, writ, assessment,
      decree, determination, subpoena, stipulation or verdict entered, issued, made,
      or rendered by any court, administrative agency, or other Governmental Body
      or
      by any arbitrator.




**“Party”
      or “Parties”** mean a
      Party or the Parties to this Agreement.




**“Permitted
      Disclosures”** is
      defined in *Section
      2.4* .




**“Permitted
      Encumbrance”** means
      any encumbrance for taxes, assessments or governmental charges or claims that
      are not yet delinquent and in the case of the Real Property, non-monetary
      charges and encumbrances of record that do not (either individually or in the
      aggregate) interfere with or detract from the use, marketability or value of
      the
      Real Property.




**“Person”** means
      and includes a natural person, a corporation, an association, a partnership,
      a
      limited liability company, a trust, a joint venture, an unincorporated
      organization, a business, and a Governmental Body or any other legal
      entity.




**“Predecessor”** means
      any person that may be a predecessor entity or entities to Company by any legal
      means, including, without limitation, (i) pursuant to any Legal Requirement,
      whether by statutory merger, de facto merger, consolidation, combination,
      division, dissolution, reorganization or otherwise or (ii) based on any theory
      or doctrine of successor liability, whether by statute or at common
      law.




**“Purchase
      Price”** is
      defined in *Section 1.2* .




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**“Related
      Party”** means
      (i) Seller, Stockholder, Company, or Buyer, as the case may be,
      (ii) any Affiliate of any of them, (iii) any officer, director,
      partner, executor or trustee (or similar capacity) of any person identified
      in
      clauses (i) or (ii) preceding, (iv) any spouse, sibling, ancestor,
      lineal descendant of or person who resides with any natural person identified
      in
      any one of the preceding clauses and any Affiliate of any such person, and
      (v)
      any person with respect to whom any natural person identified in any one of
      the
      preceding clauses is an officer, director, partner, executor or trustee (or
      similar capacity) and any Affiliate of any such person.




**“Returns”** means
      all required federal, state, local and foreign tax returns, estimates,
      information statements and reports.




**“Seller”** means
      MCF Corporation, a Delaware corporation.




**“Seller
      Damages”** is
      defined in *Section 7.2* .




**“Seller
      Indemnitees”** is
      defined in *Section 7.2* .




**“Shares”** is
      defined in *Recital
      B* .




**“Software”** means
      all computer software programs and applications and subsequent versions thereof,
      including source code, object, executable or binary code, objects, comments,
      screens, user interfaces, report formats, templates, menus, buttons and icons
      and all files, data, materials, manuals, design notes and other items and
      documentation related thereto or associated therewith.




**“Stockholder”** means
      MCF Wealth Management LLC.




**“Subsidiary”** means
      any corporation, partnership, joint venture, limited liability company or other
      person in which Seller owns, directly or indirectly, more than 20% of the
      outstanding voting securities or equity interests or in which Seller, directly
      or indirectly, has the power to direct the business and policies of that person
      (including upon the happening of a contingency that has not yet occurred).
      For
      this purpose, “indirectly” includes ownership, control or direction through
      multi-tiered ownership structure (including foreign ownership and venture
      arrangements), through special purpose entities, by contract or
      otherwise.




**“Tax”** means
      any
      income, gross receipts, license, payroll, employment, excise, severance, stamp,
      occupation, premium, property, environmental, windfall profit, customs, vehicle,
      airplane, boat, vessel or other title or registration, capital stock, franchise,
      employees’ income withholding, foreign or domestic withholding, social security,
      unemployment, disability, real property, personal property, sales, use,
      transfer, value added, alternative, add-on minimum and other tax, fee,
      assessment, levy, tariff, charge or duty of any kind whatsoever and any
      interest, penalty, addition or additional amount thereon imposed, assessed
      or
      collected by or under the authority of any Governmental Body or payable under
      any tax-sharing agreement or any other Contract, except those amounts resulting
      from any conversion under *Section
      3.16* hereof.




**“Tax
      Return”** means
      any
      return (including any information return), report, statement, schedule, notice,
      form, declaration, claim for refund or other document or information filed
      with
      or submitted to, or required to be filed with or submitted to, any Governmental
      Body in connection with the determination, assessment, collection or payment
      of
      any Tax or in connection with the administration, implementation or enforcement
      of or compliance with any Legal Requirement relating to any Tax.




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**“Transition
      Plan”** is
      defined in *Section
      2.5* .




**“USGAAP”** means
      United States generally accepted accounting principles.




***10.2***  ***Construction*** .
      As used
      in this Agreement, unless a clear contrary intention applies:
      (i) references to “ *Article* ”
or
      “ *Section* ”
are
      to
      an article or section of this Agreement, and references to “hereunder,”
“hereof,” “hereto,” and words of similar import are references to this Agreement
      as a whole and not to any particular Article, section or other provision hereof;
      (ii) references to the singular number includes the plural number, and vice
      versa, and reference to any gender includes each other gender; (iii) all
“ *Exhibits* ”
      referred to in this Agreement are to Exhibits attached to this Agreement and
      are
      incorporated into this Agreement by reference and made a part of this Agreement;
      (iv) “include”, “includes” and “including” are deemed to be followed by “without
      limitation” whether or not they are in fact followed by such words or words of
      like import; (v) with respect to the determination of any period of time, “from”
means “from and including” and “to” means “to but excluding”; (vi) the headings
      of the various articles, sections and other subdivisions of this Agreement
      are
      for convenience of reference only and shall not modify, define or limit any
      of
      the terms or provisions of this Agreement; (vii) “knowledge” of a person means
      the actual knowledge of such person and the knowledge that a prudent individual
      could be expected to discover or otherwise become aware of in the course of
      conducting a reasonably comprehensive investigation concerning the existence
      of
      the matters addressed; (viii) reference to any agreement, document or instrument
      means such agreement, document or instrument as amended or modified and in
      effect from time to time in accordance with the terms thereof and shall include
      all addenda, exhibits and schedules thereto; (ix) reference to any Legal
      Requirement means such Legal Requirement as amended, modified, codified,
      replaced or reenacted, in whole or in part, and in effect from time to time,
      including rules and regulations promulgated thereunder, and reference to any
      section or other provision of any Legal Requirement means that provision of
      such
      Legal Requirement from time to time in effect and constituting the substantive
      amendment, modification, codification, replacement or reenactment of such
      section or other provision, and (x) a “breach” of a representation, warranty,
      covenant or obligation of this Agreement or any instrument delivered in
      connection with this Agreement will include (A) a breach or inaccuracy of such
      representation or warranty, or a breach of, or noncompliance with, such covenant
      or obligation, or (B) any claim by any person or other occurrence or
      circumstance that is or was inconsistent with such representation, warranty,
      covenant or obligation, and the term “breach” means any such breach, inaccuracy,
      noncompliance, claim, occurrence or circumstance.




***ARTICLE
      XI.***


***MISCELLANEOUS***




***11.1***  ***Costs
      and Expenses*** .
      Except
      as may be explicitly otherwise set forth in this Agreement, each of Buyer and
      Seller shall pay its respective expenses, brokers’ fees and
      commissions.




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***11.2***  ***Further
      Assurances*** .
      The
      Parties shall cooperate and take such reasonable actions and steps as necessary
      and appropriate to carry out the transactions contemplated by this
      Agreement.




***11.3***  ***Notices*** .
      All
      notices given or made in connection with this Agreement shall be in writing.
      Delivery of written notices shall be effective: (i) on the second Business
      Day after the date of mailing, if delivered by registered or certified mail,
      postage prepaid, (ii) upon delivery, if sent by hand delivery,
      (iii) upon delivery, if sent by prepaid courier, with a record of receipt,
      or (iv) on the next day after the date of dispatch, if sent by facsimile.
      All deliveries shall be made to the following addresses:


***(i)***
              
              if
                  to Seller or Stockholder, to:Christopher
                  Aguilar, General CounselMerriman
                  Curhan Ford & Co.600
                  California Street, 9thFloorSan
                  Francisco, CA 94108Fax:
                  (415) 723-7165with
                  a required copy to:Mark
                  H. DavisGordon
                  & Rees LLP275
                  Battery Street, Suite 2000San
                  Francisco, CA 94111Fax:(415)
                  986-8054***(ii)***
              
              if
                  to Buyer or to Company, to:Madelyn
                  Mallory117
                  Ivy DriveOrinda,
                  California 94563-4332Fax:
                  (510) 420-1778with
                  a required copy to:Don
                  Buder, Esq.MBV
                  Law LLP855
                  Front StreetSan
                  Francisco, CA 94111Fax:
                  (415) 433-6563


Any
      Party
      may change the address to which notice (or copies) to it shall be addressed
      by
      giving notice of that change to the other Parties in accordance with this
      section.




***11.4***  ***Currency*** .
      All
      currency references in this Agreement are to United States dollars.




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***11.5***  ***Jurisdiction;
      Service of Process*** .
      Any
      action or proceeding seeking to enforce any provision of, or based on any right
      arising out of, this Agreement, or any Contemplated Transaction may be brought
      against any Party in the courts of the State of California, County of San
      Francisco, or, if it has or can acquire jurisdiction, in the United States
      District Court for the Northern District of California. Each Party consents
      to
      the jurisdiction of these courts (and of the appropriate appellate courts)
      in
      any such action or proceeding and waives any objection to convenience of forum
      or venue laid in such courts. Process in any action or proceeding referred
      to in
      the preceding sentence may be served on any Party anywhere in the world. Each
      Party agrees that all claims in respect of any proceeding arising out of this
      Agreement, or any Contemplated Transaction shall be heard and determined only
      in
      any such court and agrees not to bring any such proceeding in any other court.
      The Parties agree that either or both of them may file a copy of this paragraph
      with any court as written evidence of the knowing, voluntary and bargained
      agreement between the Parties irrevocably to waive any objections to venue
      or to
      convenience of forum. Process in any such proceeding referred to in the first
      sentence of this section may be served on any Party anywhere in the
      world.




***11.6***  ***Enforcement*** .
      The
      Parties acknowledge and agree that that they would be irreparably damaged if
      any
      of the provisions of this Agreement are not performed in accordance with their
      specific terms and that any breach of this Agreement by any of the Parties
      could
      not be adequately compensated in all cases by monetary damages alone.
      Accordingly, in addition to any other right or remedy to which the Parties
      may
      be entitled, at law or in equity, each party shall be entitled to enforce any
      provision of this Agreement by a decree of specific performance and to
      temporary, preliminary and permanent injunctive relief to prevent breaches
      or
      threatened breaches of any of the provisions of this Agreement, without posting
      any bond or other undertaking.




***11.7***  ***Assignment*** .
      This
      Agreement and all the rights and powers granted by this Agreement shall bind
      and
      inure to the benefit of the Parties and their respective successors and
      permitted assigns. This Agreement and the rights, interests and obligations
      under this Agreement may not be assigned by any Party without the prior written
      consent of the other Parties.




***11.8***  ***Consideration;
      Recitals; Governing Law*** .
      The
      Parties acknowledge the mutual receipt and sufficiency of valuable consideration
      for the formation of the legally binding contract represented by this Agreement.
      That consideration includes all of the representations, warranties, covenants
      and obligations contained in this Agreement. The recitals set forth on page
      one
      of this Agreement are incorporated into this Agreement and made a part of this
      Agreement. This Agreement shall be governed by and construed in accordance
      with
      the laws of the State of California without regard to its conflict of laws
      doctrines.




***11.9***  ***Time
      is of the Essence*** .
      With
      regard to all dates and time periods set forth or referred to in this Agreement,
      time is of the essence.




***11.10***  ***Amendment
      and Waiver; Cumulative Effect*** .
      To be
      effective, any amendment or waiver under this Agreement must be in writing
      and
      signed by the Party against whom enforcement of the same is sought. Neither
      the
      failure of any Party to exercise any right, power or remedy provided under
      this
      Agreement or to insist upon compliance by any other Party with its obligations
      under this Agreement, nor any custom or practice of the Parties at variance
      with
      the terms of this Agreement, shall constitute a waiver by such Party of its
      right to exercise any such right, power or remedy or to demand such compliance.
      To the maximum extent permitted by applicable law, (i) no claim or right arising
      out of this Agreement or any of the documents referred to in this Agreement
      can
      be discharged by one Party, in whole or in part, by a waiver or renunciation
      of
      the claim or right unless in writing signed by the other Party; (ii) no waiver
      that may be given by a Party will be applicable except in the specific instance
      for which it is given; and (iii) no notice to or demand on one Party will be
      deemed to be a waiver of any obligation of that Party or of the right of the
      Party giving such notice or demand to take further action without notice or
      demand as provided in this Agreement or the documents referred to in this
      Agreement. The rights and remedies of the Parties are cumulative and not
      exclusive of the rights and remedies that they otherwise might have now or
      hereafter at law, in equity, by statute or otherwise.




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***11.11***  ***Entire
      Agreement; No Third-Party Beneficiaries*** .
      This
      Agreement and the Exhibits set forth a complete and exclusive statement of
      all
      of the promises, covenants, agreements, conditions and undertakings between
      the
      Parties with respect to the subject matter of this Agreement. This Agreement
      supersedes all prior or contemporaneous agreements and understandings,
      negotiations, inducements or conditions, express or implied, oral or written,
      among the Parties. Except for the provisions of *Section 6* relating
      to Buyer Indemnitees and Seller Indemnitees, this Agreement is not intended
      to
      confer upon any person other than the Parties any rights or remedies under
      this
      Agreement.




***11.12***  ***Severability*** .
      If any
      term or other provision of this Agreement is held by a court of competent
      jurisdiction to be invalid, illegal or incapable of being enforced under any
      applicable Legal Requirement in any particular respect or under any particular
      circumstances, then, so long as the economic or legal substance of the
      Contemplated Transactions is not affected in any manner materially adverse
      to
      any Party, (i) such term or provision shall nevertheless remain in full force
      and effect in all other respects and under all other circumstances, and (ii)
      all
      other terms, conditions and provisions of this Agreement shall remain in full
      force and effect. Upon such determination that any term or other provision
      is
      invalid, illegal or incapable of being enforced, the Parties shall negotiate
      in
      good faith to modify this Agreement so as to effect the original intent of
      the
      Parties as closely as possible in an acceptable manner so that the Contemplated
      Transactions are fulfilled to the fullest extent possible.




***11.13***  ***Counterparts*** .
      This
      Agreement may be executed in more than one counterparts, each of which shall
      be
      deemed to be an original but all of which together shall be deemed to be one
      and
      the same instrument. The exchange of copies of this Agreement and of signature
      pages by facsimile transmission or by .pdf shall constitute effective execution
      and delivery of this Agreement as to the Parties and may be used in lieu of
      the
      original Agreement for all purposes. Signatures of the Parties transmitted
      by
      facsimile shall be deemed to be their original signatures for all
      purposes.




-36-


***Execution
        Copy***




***11.14***  ***Dispute
      Resolution.*** Any
      controversy or claim arising out of or relating to this Agreement, or any breach
      hereof shall be decided and settled by binding arbitration in accordance with
      Title 9 of the U.S. Code (United States Arbitration Act) and the Arbitration
      Rules of JAMS/Endispute or any successor entity then in effect, subject to
      the
      limitations and restrictions set forth below. Notice of a demand for arbitration
      shall be filed in writing with the other parties to this Agreement and with
      the
      JAMS/Endispute. Notice of such demand shall be made promptly after such claim
      or
      dispute arises and in no event may the demand for arbitration be made if
      institution of legal or equitable proceedings arising out of such claims or
      dispute would be barred by the applicable statue of limitations. The place
      of
      arbitration shall be San Francisco, California. The arbitrator(s) shall have
      expertise in the investment advisory industry. The arbitrator(s) shall have
      the
      discretion to order a pre-hearing exchange of information by the parties,
      including, without limitation, production of requested documents, exchange
      of
      summaries of testimony of proposed witnesses, and examination by depositions
      of
      parties. In the event that the arbitrator(s) find that any provision of this
      Agreement is vague or ambiguous, the parties agree that the arbitrator(s) shall
      construe such provision in accordance with the intent of the parties as
      determined by the arbitrator(s); and the arbitrator(s) shall not disregard
      or
      eliminate any such provision. Notwithstanding any contrary provision contained
      herein, Buyer, Seller, or Stockholder may in its sole discretion file an action
      with a court seeking equitable or injunctive relief to maintain the status
      quo
      until such time as the arbitration award is rendered or the controversy is
      otherwise resolved. The parties agree and acknowledge that this Agreement has
      been made and entered into the State of California and is governed by the law
      of
      the State of California, and consent to and waive any objection to the
      jurisdiction of and venue in any state or federal court located in San Francisco
      County, California. The award rendered by the arbitrator(s) may be entered
      and
      enforced in any court having jurisdiction thereof.




***11.15***  ***Interest
      Accrual.*** Any
      past-due sums owing under this Agreement shall accrue interest at the maximum
      legal rate under applicable law.




***11.16***  ***Attorney
      Fees; Enforcement*** .
      In any
      action to enforce the terms of this Agreement, the prevailing party shall be
      entitled to its costs of enforcement, including reasonable attorneys
      fees.




[The
      remainder of this page intentionally left blank.]




-37-


***Execution
      Copy***


The
      Parties, each intending to be legally bound by this Agreement, have executed
      this Agreement as of the first date identified in the first sentence of this
      Agreement.




**COMPANY:**
            
            
            **BUYER:**Catalyst Financial Planning & Wealth
              Management
            
            
            Mallory Acquisition Corp.,Corporation, a Delaware corporation
            
            
            a California corporationBy:
              Madelyn Mallory
            
            
            By:
              Madelyn MalloryIts:
                President and Chief Executive Officer
            
            
            Its:
                President and Chief Executive
                Officer




**SELLER:**
            
            
            **STOCKHOLDER:****MCF
              Corporation,**
            
            
            **MCF
                Wealth Management, LLC,****a Delaware
              corporation**
            
            
            **a Delaware limited liability
              company**By:
              Gregory S. Curhan
            
            
            By:
              Gregory S. CurhanIts:
                  Executive Vice President
            
            
            Its:
                  Chief Executive Officer


**MALLORY**Madelyn
                Mallory




EXHIBITS




Exhibit
              A
            Permitted
                Disclosures




Exhibit
              B
            Transition
                Plan




Exhibit
              C
            Consents and Legal
                Approvals




Exhibit
              D
            Employee Plans and
                Agreements




Exhibit
              E
            Bank Accounts




SCHEDULES




2.2.1
            Purchase Price
              Allocation





-38-
 
 ***Execution
          Copy***


**EXHIBIT
      A**




**Permitted
      Disclosures**




Mallory
      or Buyer may make statements substantially equivalent to only the
      following:




“As
      a
      condition of my agreement with MCF Corporation whereby I repurchased the
      Catalyst business from MCF in 2007, I am not at liberty to discuss the details
      of our relationship or the transaction. It was an amicable parting of the ways
      and the economic details of the transaction are publicly available. You should
      call Bill Banks, President of MCF Wealth Management with any further
      questions.”




Seller
      or
      Stockholder will make a similar statement to the foregoing in discussions other
      than with companies with whom Seller, Stockholder or affiliates may explore
      or
      enter into business arrangements or transactions where the other parties to
      the
      deal reasonably may wish to inquire, whether for due diligence or other
      purposes, about this Agreement or where Seller, Stockholder or an affiliate
      may
      need to provide disclosure to discharge their obligations under the state or
      federal securities laws. In any such circumstance, Seller or Stockholder may
      discuss and disclose the substance of this Agreement, provided that they do
      so
      pursuant to standard Nondisclosure Agreements.




A-1


***Execution
        Copy***




**EXHIBIT
      B**




**Transition
      Plan**




**Area
                to Address**
            
            **Seller's
                Role**
            
            **Buyer's
                Role**Trial
                Balance
            
            Seller
                will provide a preliminary trial balance (including balance sheet
                and
                income statement) at the closing date and a final trial balance within
                30
                days after the closing date. The trial balance will be based on the
                accrual method in accordance with GAAP. Within 30 days following
                the
                closing date, Seller will also deliver schedules supporting the final
                balance sheet account balances.
            
            Buyer
                will be responsible for accounting prospectively from the closing
                date.Seller
                will also provide copies of monthly balance sheets and income statements
                from March 1, 2005 through the closing date within 30 days following
                the
                closing date.Payroll
            
            Seller
                will process payroll up to and including December 31, 2006. All required
                payroll tax withholdings will be submitted by Seller to the appropriate
                taxing authority up to and including the closing date. A copy of
                payroll
                records for the period of March 1, 2005 through the closing date
                will be
                provided by Seller.
            
            Buyer
                will be responsible for administering payroll and related payroll
                taxes
                prospectively from the closing date.Accounts
                Payable
            
            Seller
                will process accounts payable up to and including the closing date
                to
                Catalyst. Seller will provide a list of open accounts payable balances
                by
                vendor on the closing date. Seller will also provide all unused check
                stock on the closing date.
            
            Buyer
                will be responsible for administering accounts payable and all vendor
                management issues prospectively from the closing date.Further,
                Seller will provide copies of all paid vendor invoices from March
                1, 2005
                through the closing date and all unpaid vendor
                invoices.Accounts
                Receivable
            
            Seller
                will provide a preliminary list of accounts receivable balances by
                customer on the closing date and a final list within 30 days following
                the
                closing date.
            
            Buyer
                will be responsible for administering accounts receivable and all
                client
                billing issues prospectively from the closing date.Fixed
                Assets
            
            Seller
                will provide a preliminary list of all fixed assets owned by Catalyst
                on
                the closing date and a final list within 30 days following the closing
                date.
            
            Buyer
                will be responsible for administering fixed asset issues prospectively
                from the closing date.




B-1


***Execution
        Copy***




Revenue
                and Expense Recognition
            
            Seller
                will recognize revenue and expenses up to and including the closing
                date
                on an accrual basis. Seller will provide a reconciliation of revenue
                and
                expenses recognized from March 1, 2005 through the closing date within
                30
                days following the closing date.
            
            Buyer
                will be responsible for all revenue and expense recognition issues
                prospectively from the closing date.Bank
                Accounts
            
            Seller
                will reconcile each of the bank accounts up to and including the
                closing
                date. Seller will provide copies of all bank reconciliation from
                March 1,
                2005 through the closing date.
            
            Buyer
                will be responsible for all bank account issues prospectively from
                the
                closing date.Seller
                will remove Seller officers as signers on the bank accounts as well
                as
                terminate all Seller access to on-line bank systems on the closing
                date.Stock
                Options
            
            Equity
                grants to employees of Catalyst, including stock options and restricted
                stock grants, will be treated as described in the applicable stock
                option
                and incentive plan for terminated employees.Servers
            
            On
                the closing date, Seller will give back to Buyer the old Catalyst
                Dell
                server. Seller will take back server OAK2K3-DC01, which is the name
                of
                Catalyst's current server installed inside its server closet at its
                70
                Washington Street office space in Oakland.
            
            Buyer
                will be responsible to spec out, purchase, set up and install any
                new
                servers required to run its business, and address all vendor management
                issues prospectively from the closing date.Internet
                Connections
            
            Seller
                will allow Buyer to keep the data switch equipment that was installed
                in
                the Oakland office data closet.
            
            Buyer
                will be responsible to order and get its own DSL installed, and to
                manage
                all vendor management issues prospectively from the closing date.
                In
                Seller's experience, this process can take anywhere from 3-5 weeks
                and
                requires persistent management of the vendor throughout the ordering
                and
                installation.Email
            
            Seller
                will export a current snapshot of every Catalyst employees' email
                data as
                of the closing date in the form of a PST file and send these files
                to
                Buyer on DVD media two weeks after the closing date.
            
            Buyer
                will be responsible to buy its email server and load this email data
                onto
                its own server.




B-2


***Execution
        Copy***




Computers
            
            Buyer
                will keep all its current desktop PCs. Seller will remove Buyer from
                the
                RTX domain and the Seller network on the closing date.
            
            Buyer
                will be responsible to reconfigure its computers and set up a Buyer
                domain
                if they wish to have its computers networked under a Buyer domain.Phones
            
            Seller
                will remove the current Catalyst phone sets and reclaim them for
                Seller as
                soon as possible after the closing date, but not later than January
                31,
                2007, when Buyer’s phone installation must be complete. In the interim,
                Seller shall allow Catalyst to continue to utilize the Seller phone
                system
                as currently used, and without addition of new employees or lines,and
                shall provide uninterrupted phone service to Buyer at no charge during
                this period (subject only to unavoidable technical difficulties or
                force
                majeure events) at the same service level that was provided to Catalyst
                prior to Closing.
            
            Buyer
                will be responsible to buy its own phone system and have its phone
                vendor
                configure it to the Buyer IP network and to be fully operational
                as soon
                as possible after the Closing Date but in any event by no later than
                January 31, 2007. Buyer also shall manage all vendor management issues
                prospectively from the closing date.Blackberry
                Service
            
            Seller
                will terminate Madelyn Mallory's blackberry connection to Seller's
                Blackberry Enterprise Service on the closing date.
            
            Buyer
                will be responsible to solicit and purchase its own blackberry network
                service and blackberry handheld units, and to manage all vendor management
                issues prospectively from the closing date. Ownership of Madelyn
                Mallory's
                current blackberry handheld unit will transfer to Buyer.Database
                Management
            
            Seller
                will no longer host or provide service for Catalyst's database
                applications: PortfolioCenter and Junxure. Seller will export a snapshot
                copy of these Catalyst databases, as of the closing date, from Seller's
                data center in San Francisco. Seller will provide this snapshot on
                DVD
                media two weeks after the closing date.
            
            Buyer
                will be responsible to purchase its own database server and import
                the
                data onto its own server. Buyer will be responsible to manage all
                database
                issues prospectively from the closing date.Data
                Archives
            
            Seller
                will provide Buyer with all historical data that has been captured
                by
                Seller and stored with eVault between March 1, 2005 and the closing
                date,
                subject to eVault's ability to deliver.
            
            Buyer
                will be responsible to provide or contract for its own data storage
                and
                retrieval service, and to manage all vendor management issues
                prospectively from the closing date.Passwords
            
            Seller
                will change passwords on all administrative accounts of Catalyst
                systems
                as of the closing date and provide Buyer with new password settings
                on the
                closing date.
            
            Buyer
                will be responsible for securing its administrative passwords. Buyer
                will
                also be responsible for securing its end-user passwords and new password
                policy.Door
                Keys
            
            Seller
                will give back to Buyer the keys to the Oakland office data closet
                on the
                closing date.
            
            Buyer
                will give back to Seller security badges issued to Madelyn Mallory
                and
                Chuck Baird.




B-3


***Execution
        Copy***




Oakland
                Lease
            
            
            
            Buyer
                will have to comply with Section 7.4(i) of the Oakland lease and
                deliver a
                lease guaranty and provide audited financial statements. Buyer will
                be
                responsible for all lease management issues prospectively from the
                closing
                date.Form
                ADV
            
            
            
            Buyer
                will be responsible to amend its Form ADV in order to remove the
                disclosure of Catalyst's former relationship to the Merriman Curhan
                Ford
                & Co. broker-dealer.Catalyst
                Client Contracts
            
            
            
            Buyer
                will not have to reissue a new contract as Catalyst Financial Planning
                & Investment Management Corporation, the Delaware corporation, will
                survive and continue in business operations uninterrupted.Insurances
            
            Seller
                entities will remove Catalyst as an additional insured and will cooperate
                with Buyer to arrange for coverages to avoid gaps
            
            Catalyst's
                policy does not name any Seller entities as additional insureds .
                Catalyst
                and Buyer will coordinate with Seller to make appropriate arrangements
                for
                tail liability coverage.Health
                Benefits
            
            Seller's
                Health Plan will continue to provide medical, dental, & vision through
                December 31, 2006. Thereafter, Buyer employees are eligible to elect
                cobra
                coverage at their own expense.
            
            Buyer
                will be responsible for all health benefits issues prospectively
                from
                January 1, 2007.401(k)
                Plan
            
            401(k)
                contributions will cease with the last pay check for Catalyst employees.
                Buyer employees can leave the funds in the Seller plan, or roll them
                over
                to another qualified plan or IRA. If they wish to roll the funds
                over,
                they must contact Seller's head of Human Resources.
            
            Buyer
                will be responsible for all new 401(k) Plan issues prospectively
                from
                January 1, 2007.Income
                Protection
            
            Seller's
                Income Protection Plan will continue to provide Basic Life, Accidental
                Death and Dismemberment, and Long-Term Disability Insurance through
                December 31, 2006 at which point the coverage is terminated for Catalyst
                employees.
            
            Buyer
                will be responsible for all Income Protection Plan issues prospectively
                from January 1, 2007.ESPP
                Plan
            
            Catalyst
                employees who are participants in Seller's ESPP Plan will be terminated
                from Seller's ESPP Plan and all contributions in the current purchase
                period will be refunded to the Catalyst employees.





B-4
 
 ***Execution
          Copy***


**EXHIBIT
      C**




**Consents
      and Legal Approvals**




1.
            Form
                ADV - Buyer, with Seller’s cooperation, to make appropriate revisions and
                filings.




2.
            Catalyst
                Lease. Buyer to make arrangements to satisfy any landlord requirements
                on
                space lease.




3.
            Customer
                Agreements. Buyer to provide any notices or seek any consents, if
                any,
                that may be required under the Catalyst customer
                agreements.




C-1


***Execution
        Copy***




**EXHIBIT
      D**




**Employee
      Plans and Agreements**




Benefit
      Overview - Catalyst




Medical
                - Blue Shield of California PPO
            
            
            A
                combination of in- and out-of-network providers. In-network doctors
                and
                facilities have agreed to offer services at reduced, contracted
                fees.
            
            
            1
                enrolledMedical
                - Blue Shield of California HMO
            
            
            A
                restricted group of doctors and facilities that have contracted with
                the
                HMO to offer services at a discounted rate.
            
            
            1
                enrolledKaiser
                HMO
            
            
            A
                restricted group of doctors and facilities that have contracted with
                the
                HMO to offer services at a discounted rate.
            
            
            3
                enrolledAssurant
                Dental
            
            
            Reimbursement
                for dental services is based on choice of network or non-network
                provider
                and reasonable and customary charges in area.
            
            
            5
                enrolledVision
                Service Plan
            
            
            Vision
                care coverage--VSP provider or non-network providers
            
            
            5
                enrolledFlexible
                Spending
              Account
                - Dependent Care
              $5000
                pretax maximum
            
            
            Tax
                benefit by allowing eligible health and dependent care expenses with
                pre-tax dollars. An amount elected is deducted from the paycheck
                on a
                pre-tax basis.
            
            
            No
                enrollees for 2007Flexible
                Spending
              Account
                - Medical
              $3000
                pretax maximum
            
            
            Submit
                  a claim to the plan administrator and are reimbursed up to your
                  total
                  annual election for health care expenses or your year-to-date
                  contributions for dependent care expenses.
            
            
            1
                        enrolled for 2006
                      No
                        enrollees for 2007Unum
                Life/ADD
            
            
            Life
                and accidental injury protection. 1x annual salary to maximum of
                $250k
                ($50k minimum benefit)
            
            
            5
                enrolledUnum
                Long-term Disability
            
            
            Income
                replacement for disabilities after 90 days of total disability. 60%
                of pay
                to max of $20k/mo.
            
            
            5
                enrolledCommuter
                Benefit
            
            
            Pre-tax
                Commuter vouchers
            
            
            1
                enrolled401(k)
                American Funds
            
            
            Save
                tax-deferred dollars toward retirement. Contributions are automatically
                deducted from paycheck on a pre-tax basis, saving money in two ways:
                money
                for your future, and less in current taxes.
            
            
            1
                active
                1
                  inactive


D-1


***Execution
          Copy***


**EXHIBIT
      E**




**Bank
      Accounts**




1.
            Bank
                of the West - account
                756011714




2.
            Fidelity
                - account 279-065714




3.
            Fidelity
                - account 379-725560




4
            Schwab
                - account 2168-3046





E-1
 
  ***Execution
          Copy***


**SCHEDULE
      2.2.1**




**Purchase
      Price Allocation**




**(for
      338(h)(10) Election - Form 8883)**




**Asset
                Class**
            
            
            **Description**Class
                I Assets
            
            
            the
                amount of cash & equivalents as of the Closing DateClass
                V Assets
            
            
            computer
                equipment, furniture and equipment, and leasehold improvements at
                Closing
                DateClass
                VII Assets
            
            
            residual
                value of the purchase after deduction of the amounts allocated to
                Class I
                and Class V





SCHEDULE
          2.2.1-1





***Execution
      Copy***




**TABLE
      OF CONTENTS**   **Page**ARTICLE
                  I.
              
              THE
                  SALE AND PURCHASE TRANSACTION
              
              21.1
              
              Sale
                  and Purchase of Shares
              
              21.2
              
              Purchase
                  Price
              
              21.3
              
              Closing
                  of Transaction; Payment of the Purchase Price and
                  Deliveries.
              
              21.4
              
              “As
                  Is” Purchase of Company
              
              5ARTICLE
                  II.
              
              CERTAIN
                  AGREEMENTS
              
              52.1
              
              Continuing
                  Employment and Termination of Employment Agreements
              
              52.2
              
              Certain
                  Tax Matters
              
              62.3
              
              Termination
                  of Options
              
              72.4
              
              Mutual
                  Covenant of Nondisparagement; Disclosure
              
              72.5
              
              Transition
                  Plan
              
              72.6
              
              Publicity
              
              72.7
              
              Confidentiality;
                  Privilege
              
              82.8
              
              Retention
                  of Records
              
              82.9
              
              Cooperation
                  and Third Party Consents
              
              8ARTICLE
                  III.
              
              REPRESENTATIONS
                  AND WARRANTIES OF SELLER AND STOCKHOLDER REGARDING COMPANY
              
              93.1
              
              Organization;
                  Qualification
              
              93.2
              
              Authorization;
                  Enforceability
              
              93.3
              
              Shares;
                  Capitalization
              
              93.4
              
              Title
                  to Assets
              
              93.5
              
              Legal
                  Proceedings
              
              93.6
              
              Consents
              
              93.7
              
              Company
                  Financial Statements
              
              103.8
              
              No
                  Undisclosed Liabilities
              
              103.9
              
              Tax
                  Matters
              
              103.10
              
              Restrictions
                  on Business Activities
              
              113.11
              
              Minute
                  Books
              
              113.12
              
              Employee
                  Matters and Benefit Plans
              
              123.13
              
              Compliance
                  with Laws
              
              153.14
              
              Bank
                  Accounts
              
              153.15
              
              Conduct
                  of Business of the Company
              
              153.16
              
              Client
                  and Employee Non-Solicitation
              
              163.17
              
              Accounts
                  Payable
              
              17ARTICLE
                  IV.
              
              FURTHER
                  REPRESENTATIONS AND WARRANTIES OF SELLER AND STOCKHOLDER
              
              174.1
              
              Organization;
                  Qualification
              
              174.2
              
              Authorization;
                  Enforceability
              
              174.3
              
              No
                  Violation; Legal Approvals; Consents
              
              17
  
 ***Execution
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  **TABLE
          OF CONTENTS**
 (continued)
  **Page**4.4
              
              Finders’
                  Fees; No Existing Discussions
              
              174.5
              
              Inter-company
                  Obligations
              
              17ARTICLE
                  V.
              
              REPRESENTATIONS
                  AND WARRANTIES OF BUYER AND MALLORY
              
              185.1
              
              Organization
              
              185.2
              
              Authorization;
                  Enforceability
              
              185.3
              
              Title
                  to MCF Shares
              
              185.4
              
              No
                  Violation; Legal Approvals; Consents
              
              185.5
              
              Finders’
                  Fees
              
              185.6
              
              Labor
                  Code 2802
              
              19ARTICLE
                  VI.
              
              TERMINATION,
                  AMENDMENT AND WAIVER
              
              196.1
              
              Termination
              
              196.2
              
              Effect
                  of Termination
              
              196.3
              
              Extension;
                  Waiver
              
              19ARTICLE
                  VII.
              
              INDEMNIFICATION
              
              207.1
              
              Indemnification
                  by Seller and Stockholder
              
              207.2
              
              Indemnification
                  by Buyer
              
              207.3
              
              Limitations
                  on Indemnification
              
              217.4
              
              Notice
                  of Claims
              
              217.5
              
              Third-Party
                  Claims
              
              217.6
              
              Cumulative
                  Rights and Remedies
              
              22ARTICLE
                  VIII.
              
              SETTLEMENT
                  AND RELEASE OF CLAIMS
              
              238.1
              
              Potential
                  Claims
              
              238.2
              
              Adequacy
                  of Payment
              
              238.3
              
              Release
                  of All Claims
              
              238.4
              
              Unknown
                  or Different Facts or Law
              
              248.5
              
              California
                  Civil Code Section 1542 Waiver
              
              248.6
              
              No
                  Prior Assignments or Liens
              
              258.7
              
              Tax
                  Matters
              
              258.8
              
              No
                  Admissions
              
              258.9
              
              Promise
                  Not to Prosecute
              
              258.10
              
              Attorneys’
                  Fees and Costs
              
              258.11
              
              Knowledge,
                  Capacity And Authority
              
              268.12
              
              Advice
                  of Counsel
              
              26ARTICLE
                  IX.
              
              POST-CLOSING
                  COVENANTS
              
              269.1
              
              Taxes
                  and Tax Filings
              
              269.2
              
              Disclosure
                    of Information
              
              27ARTICLE
                  X.
              
              DEFINITIONS;
                  CONSTRUCTION
              
              2810.1
              
              Definitions
              
              28
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  **TABLE
          OF CONTENTS**
 (continued)
  **Page**10.2
              
              Construction
              
              33ARTICLE
                  XI.
              
              MISCELLANEOUS
              
              3311.1
              
              Costs
                  and Expenses
              
              3311.2
              
              Further
                  Assurances
              
              3411.3
              
              Notices
              
              3411.4
              
              Currency
              
              3411.5
              
              Jurisdiction;
                  Service of Process
              
              3511.6
              
              Enforcement
              
              3511.7
              
              Assignment
              
              3511.8
              
              Consideration;
                  Recitals; Governing Law
              
              3511.9
              
              Time
                  is of the Essence
              
              3511.10
              
              Amendment
                  and Waiver; Cumulative Effect
              
              3511.11
              
              Entire
                  Agreement; No Third-Party Beneficiaries
              
              3611.12
              
              Severability
              
              3611.13
              
              Counterparts
              
              3611.14
              
              Dispute
                  Resolution
              
              3711.15
              
              Interest
                  Accrual
              
              3711.16
              
              Attorney
                  Fees; Enforcement
              
              37




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