AGREEMENT AND PLAN OF MERGER

Agreement and Plan of Merger

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SUN BANCORP INC /NJ/ | SUN NATIONAL BANK | ADVANTAGE BANK

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Title: AGREEMENT AND PLAN OF MERGER
Governing Law: New Jersey Date: 8/26/2005
Industry: Regional Banks Law Firm: Pitney Hardin LLP; Malizia Spidi & Fisch, PC Sector: Financial

AGREEMENT AND PLAN OF MERGER

By and Among

SUN BANCORP, INC.,

SUN NATIONAL BANK

And

ADVANTAGE BANK

Dated as of August 25, 2005

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<TABLE>

ARTICLE 1

THE MERGER........................................................................................................2

Section 1.1 Consummation of Merger; Closing Date............................................................2

Section 1.2 Effect of Merger................................................................................2

Section 1.3 Further Assurances..............................................................................3

Section 1.4 Directors and Officers..........................................................................3

Section 1.5 Capital Stock...................................................................................3

ARTICLE 2

CONVERSION OF CONSTITUENTS' CAPITAL SHARES........................................................................4

Section 2.1 Manner of Conversion of Advantage Shares........................................................4

Section 2.2 Election and Proration Procedures...............................................................4

Section 2.3 Advantage Stock Options.........................................................................7

Section 2.4 Fractional Shares...............................................................................7

Section 2.5 Effectuating Conversion.........................................................................7

Section 2.6 Determination of Alternative Structures.........................................................9

Section 2.7 Laws of Escheat.................................................................................9

Section 2.8 Dissenting Shares...............................................................................9

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF ADVANTAGE......................................................................10

Section 3.1 Corporate Organization.........................................................................10

Section 3.2 Capitalization.................................................................................10

Section 3.3 Financial Statements; Filings..................................................................11

Section 3.4 Loan Portfolio; Reserves.......................................................................12

Section 3.5 Certain Loans and Related Matters..............................................................12

Section 3.6 Authority; No Violation........................................................................12

Section 3.7 Consents and Approvals.........................................................................13

Section 3.8 Broker's Fees..................................................................................13

Section 3.9 Absence of Certain Changes or Events...........................................................13

Section 3.10 Legal Proceedings; Etc.........................................................................14

Section 3.11 Taxes and Tax Returns..........................................................................14

Section 3.12 Employee Benefit Plans.........................................................................15

Section 3.13 Title and Related Matters......................................................................17

Section 3.14 Real Estate....................................................................................18

Section 3.15 Environmental Matters..........................................................................18

Section 3.16 Commitments and Contracts......................................................................19

Section 3.17 Regulatory Matters.............................................................................20

Section 3.18 Registration Obligations.......................................................................20

Section 3.19 Antitakeover Provisions........................................................................20

Section 3.20 Insurance......................................................................................20

Section 3.21 Labor..........................................................................................20

Section 3.22 Compliance with Laws...........................................................................21

Section 3.23 Transactions with Management...................................................................22

Section 3.24 Derivative Contracts...........................................................................22

Section 3.25 Deposits.......................................................................................22

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Section 3.26 Accounting Controls; Disclosure Controls.......................................................22

Section 3.27 Proxy Materials................................................................................23

Section 3.28 Deposit Insurance..............................................................................23

Section 3.29 Intellectual Property..........................................................................23

Section 3.30 Untrue Statements and Omissions................................................................23

Section 3.31 Fairness Opinion...............................................................................23

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF SUN............................................................................23

Section 4.1 Organization and Related Matters of Sun........................................................24

Section 4.2 Capitalization.................................................................................24

Section 4.3 Authorization..................................................................................25

Section 4.4 Financial Statements...........................................................................25

Section 4.5 Consents and Approvals.........................................................................26

Section 4.6 Proxy Materials................................................................................26

Section 4.7 Regulatory Matters.............................................................................26

Section 4.8 Absence of Certain Changes or Events...........................................................27

Section 4.9 Deposit Insurance..............................................................................27

Section 4.10 Accounting Controls; Disclosure Controls.......................................................27

Section 4.11 SEC Filings....................................................................................27

Section 4.12 Loan Reserves..................................................................................27

Section 4.13 Legal Proceedings; Etc.........................................................................28

Section 4.14 Compliance with Laws...........................................................................28

Section 4.15 Capital Adequacy...............................................................................29

Section 4.16 Sun Shares.....................................................................................29

Section 4.17 Untrue Statements and Omissions................................................................29

ARTICLE 5

COVENANTS AND AGREEMENTS.........................................................................................29

Section 5.1 Conduct of the Business of the Parties.........................................................29

Section 5.2 Current Information............................................................................31

Section 5.3 Access to Properties; Personnel and Records; Systems Integration...............................32

Section 5.4 Approval of Shareholders.......................................................................33

Section 5.5 No Other Bids..................................................................................33

Section 5.6 Notice of Deadlines............................................................................34

Section 5.7 Maintenance of Properties; Certain Remediation and Capital Improvements........................34

Section 5.8 Environmental Audits...........................................................................34

Section 5.9 Title Insurance................................................................................34

Section 5.10 Surveys........................................................................................35

Section 5.11 Consents to Assign and Use Leased Premises.....................................................35

Section 5.12 Compliance Matters.............................................................................35

Section 5.13 Conforming Accounting and Reserve Policies.....................................................35

Section 5.14 Affiliate and Voting Agreements................................................................35

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ARTICLE 6

ADDITIONAL COVENANTS AND AGREEMENTS..............................................................................35

Section 6.1 Best Efforts; Cooperation......................................................................35

Section 6.2 Regulatory Matters.............................................................................36

Section 6.3 Employment and Employee Benefits Matters.......................................................36

Section 6.4 Indemnification................................................................................37

Section 6.5 Registration Statement.........................................................................38

Section 6.6 Transaction Expenses of Advantage..............................................................39

Section 6.7 Press Releases.................................................................................39

Section 6.8 Prior Notice and Approval Before Payments To Be Made...........................................39

Section 6.9 Nasdaq Listing.................................................................................40

Section 6.10 Sun Advisory Board for Somerset and Hunterdon Counties.........................................40

Section 6.11 Board of Directors of Sun and Sun Bank.........................................................40

Section 6.12 Peter G. Schoberl..............................................................................40

Section 6.13 Notification of Certain Matters................................................................41

Section 6.14 Registration of Sun Shares related to Exchanged Options........................................41

ARTICLE 7

MUTUAL CONDITIONS TO CLOSING.....................................................................................41

Section 7.1 Shareholder Approval...........................................................................41

Section 7.2 Regulatory Approvals...........................................................................41

Section 7.3 Litigation.....................................................................................41

Section 7.4 Proxy Statement and Registration Statement.....................................................41

Section 7.5 Tax Opinion....................................................................................42

ARTICLE 8

CONDITIONS TO THE OBLIGATIONS OF SUN.............................................................................42

Section 8.1 Representations and Warranties.................................................................42

Section 8.2 Performance of Obligations.....................................................................42

Section 8.3 Certificate Representing Satisfaction of Conditions............................................42

Section 8.4 Absence of Adverse Facts.......................................................................42

Section 8.5 Consents Under Agreements......................................................................43

Section 8.6 Material Condition.............................................................................43

Section 8.7 Certification of Claims........................................................................43

Section 8.8 Dissenting Shares..............................................................................43

ARTICLE 9

CONDITIONS TO OBLIGATIONS OF ADVANTAGE...........................................................................43

Section 9.1 Representations and Warranties.................................................................43

Section 9.2 Performance of Obligations.....................................................................44

Section 9.3 Certificate Representing Satisfaction of Conditions............................................44

Section 9.4 Nasdaq Listing.................................................................................44

ARTICLE 10

TERMINATION, WAIVER AND AMENDMENT................................................................................44

Section 10.1 Termination....................................................................................44

Section 10.2 Effect of Termination; Termination Fee.........................................................48

iii

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Section 10.3 Amendments.....................................................................................48

Section 10.4 Waivers........................................................................................48

Section 10.5 Non-Survival of Representations, Warranties and Covenants......................................49

ARTICLE 11

MISCELLANEOUS....................................................................................................49

Section 11.1 Definitions....................................................................................49

Section 11.2 Entire Agreement...............................................................................50

Section 11.3 Notices........................................................................................51

Section 11.4 Severability...................................................................................52

Section 11.5 Costs and Expenses.............................................................................52

Section 11.6 Captions.......................................................................................52

Section 11.7 Counterparts...................................................................................52

Section 11.8 Persons Bound; No Assignment...................................................................52

Section 11.9 Governing Law..................................................................................52

Section 11.10 Exhibits and Schedules.........................................................................53

Section 11.11 Waiver.........................................................................................53

Section 11.12 Construction of Terms..........................................................................53

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<PAGE>

AGREEMENT AND PLAN OF MERGER

By and Among

SUN BANCORP, INC.

SUN NATIONAL BANK

AND

ADVANTAGE BANK

This AGREEMENT AND PLAN OF MERGER, dated as of the 25th day of August,

2005 (this "Agreement"), by and between Sun Bancorp, Inc., a New Jersey

corporation ("Sun"), Sun National Bank, a national banking association ("Sun

Bank") and Advantage Bank, a New Jersey-chartered commercial bank ("Advantage")

collectively, the ("Parties").

WITNESSETH THAT:

WHEREAS, the Boards of Directors of Sun and Advantage deem it in the

best interests of Sun and Advantage, respectively, and of their respective

shareholders, that Sun Bank and Advantage merge pursuant to this Agreement in a

transaction that qualifies as a reorganization pursuant to Section 368 of the

Internal Revenue Code of 1986 (as amended, the "Code");

WHEREAS, Sun owns all of the issued and outstanding capital stock of

Sun National Bank, a national bank ("Sun Bank"), and it is contemplated that, in

connection with the consummation of this Agreement, Advantage will be merged

with and into Sun Bank (the "Merger");

WHEREAS, as an inducement and condition to Sun's entering into this

Agreement, each of the directors and executive officers of Advantage have

entered into Affiliate and Voting Agreements with Sun pursuant to which they

have agreed to vote their Advantage Shares (as defined herein) in favor of

approval of the Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual

covenants, representations, warranties and agreements herein contained, the

parties agree that Advantage will be merged with and into Sun Bank and that the

terms and conditions of the Merger, the mode of carrying the Merger into effect,

including the manner of converting the shares of common stock of Advantage,

$5.00 par value per share, into shares of common stock of Sun, par value of

$1.00 per share (the "Sun Shares") and cash, shall be as hereinafter set forth.

<PAGE>

ARTICLE 1

THE MERGER

Section 1.1 Consummation of Merger; Closing Date.

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

(a) Subject to the provisions hereof, including, without limitation,

Section 2.5 hereof respecting the possible restructuring of the transaction

under certain circumstances, Advantage shall be merged with and into Sun Bank

(which has heretofore and shall hereinafter be referred to as the "Merger")

pursuant to the National Bank Act, as amended (the "National Bank Act"), the New

Jersey Banking Act of 1948, as amended (the "New Jersey Banking Act"), as well

as the applicable regulations of the Office of the Comptroller of the Currency

(the "OCC") and the New Jersey Department of Banking and Insurance (the

"Department"), and Sun Bank shall be the surviving corporation (sometimes

hereinafter referred to as "Surviving Corporation").

(b) The Merger shall become effective on the date and at the time

specified in the certificate to be issued by the OCC approving the Merger (such

time is hereinafter referred to as the "Effective Time of the Merger"). Subject

to the terms and conditions hereof, unless otherwise agreed upon by Sun and

Advantage, the Effective Time of the Merger shall occur on the tenth (10th)

business day following the later to occur of (i) the effective date (including

expiration of any applicable waiting period) of the last required Consent (as

defined herein) of any Regulatory Authority (as defined herein) having authority

over the transactions contemplated under this Agreement and the satisfaction of

all of the other terms and conditions of this Agreement and (ii) the date on

which the shareholders of Advantage approve the transactions contemplated by

this Agreement, or such other time as the Parties may agree.

principal offices of Sun at 10:00 a.m. local time on the day that the Effective

Time of the Merger occurs, or such other date, time and place as the parties

hereto may agree (the "Closing Date"). Subject to the provisions of this

Agreement, at the Closing there shall be delivered to each of the parties hereto

the opinions, certificates and other documents and instruments required to be so

delivered pursuant to this Agreement.

Section 1.2 Effect of Merger. At the Effective Time of the Merger,

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

Advantage shall be merged with and into Sun Bank and the separate existence of

Advantage shall cease. The Amended and Restated Certificate of Incorporation and

Amended and Restated Bylaws of Sun Bank, as in effect on the date hereof and as

otherwise amended prior to the Effective Time of the Merger, shall be the

Amended and Restated Certificate of Incorporation and the Amended and Restated

Bylaws of the Surviving Corporation until further amended as provided therein

and in accordance with applicable law. The Surviving Corporation shall have all

the rights, privileges, immunities and powers and shall be subject to all the

duties and liabilities of a national banking association and shall thereupon and

thereafter possess all other privileges, immunities and franchises of a private,

as well as of a public nature, of each of the constituent corporations. The

Merger shall have the effects set forth in the National Bank Act and the New

Jersey Banking

<PAGE>

Act. All property (real, personal and mixed) and all debts on whatever account,

including subscriptions to shares, and all chooses in action, all and every

other interest, of or belonging to or due to each of the constituent

corporations so merged shall be taken and deemed to be transferred to and vested

in the Surviving Corporation without further act or deed. The title to any real

estate, or any interest therein, vested in any of the constituent corporations

shall not revert or be in any way impaired by reason of the Merger. The

Surviving Corporation shall thenceforth be responsible and liable for all the

liabilities and obligations of each of the constituent corporations so merged

and any claim existing or action or proceeding pending by or against either of

the constituent corporations may be prosecuted as if the Merger had not taken

place or the Surviving Corporation may be substituted in its place. Neither the

rights of creditors nor any liens upon the property of any constituent

corporation shall be impaired by the Merger.

Section 1.3 Further Assurances. From and after the Effective Time of

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

the Merger, as and when requested by the Surviving Corporation, the officers and

directors of Advantage last in office shall execute and deliver or cause to be

executed and delivered in the name of Advantage such deeds and other instruments

and take or cause to be taken such further or other actions as shall be

necessary in order to vest or perfect in or confirm of record or otherwise to

the Surviving Corporation title to and possession of all of the property,

interests, assets, rights, privileges, immunities, powers, franchises and

authority of Advantage.

Section 1.4 Directors and Officers. Except as otherwise set forth

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

herein, from and after the Effective Time of the Merger, the directors of the

Surviving Corporation and officers of the Surviving Corporation shall be those

persons serving as directors and officers of Sun Bank immediately prior to the

Effective Time of the Merger, and such additional persons, in each case, as Sun

Bank, at or prior to the Effective Time of the Merger, shall designate in

writing.

Section 1.5 Capital Stock. As of June 30, 2005, Sun Bank had capital of

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

$3,037,885 divided into 607,577 issued and outstanding shares of $5.00 par value

common stock (no treasury shares) ("Bank Common Stock"), $367,688,841 of

surplus, and undivided profits of $83,561,661. As of June 30, 2005, Advantage

had capital of $ 9,036,095, divided into 1,807,219 issued and outstanding shares

of $5.00 par value common stock (no treasury shares) ("Advantage Common Stock"),

$4,337,406 of surplus, and undivided profits of $340,805. At the Effective Time,

the amount of capital stock of Sun Bank shall be $3,037,885, divided into

607,577 shares of $5 par value common stock, and Sun Bank shall have a surplus

of approximately $401,122,841 and undivided profits of $83,561,661, including

capital reserves, which when combined with the capital and surplus of Advantage

will be equal to the combined capital structures of Sun Bank and Advantage as

stated in the preceding two sentences, adjusted however, for earnings and

dividends declared and paid by Sun Bank and Advantage between June 30, 2005 and

the Effective Time.

<PAGE>

ARTICLE 2

CONVERSION OF CONSTITUENTS' CAPITAL SHARES

Section 2.1 Manner of Conversion of Advantage Shares. Subject to the

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

provisions hereof, as of the Effective Time of the Merger and by virtue of the

Merger and without any further action on the part of Sun, Sun Bank, Advantage or

the holder of any shares of any of them, the shares of the constituent

corporations shall be converted as follows:

(a) Each share of capital stock of Sun or Sun Bank

outstanding immediately prior to the Effective Time of the Merger shall, after

the Effective Time of the Merger, remain outstanding and unchanged.

(b) Each share of common stock of Advantage (the "Advantage

Shares") held by Advantage or by Sun (or any of their subsidiaries), or such

shares held in a fiduciary capacity or as a result of debts previously

contracted, shall be canceled and retired and no consideration shall be paid or

delivered in exchange therefor.

Section 2.1(b) above and shares held by Advantage shareholders exercising

dissenters rights under Section 2.8 ("Dissenting Shares"), each Advantage Share

outstanding immediately prior to the Effective Time of the Merger shall be

converted into the right to receive, at the election of the holder thereof:

(i) 0.8700 Sun Shares (such number of Sun Shares, as

may be adjusted as provided herein, is hereinafter referred to as the "Per

Share Stock Consideration"); or

(ii) a cash amount equal to $19.00 (the "Per

Share Cash Consideration").

Thereafter, subject to Sections 2.2, 2.3, 2.5 and 2.7, each outstanding

certificate representing a Advantage Share shall represent solely the right to

receive the Per Share Stock Consideration or the Per Share Cash Consideration or

a combination thereof.

(d) If Sun declares a change in the number of Sun Shares

issued and outstanding prior to the Effective Time as a result of a stock split,

stock dividend, recapitalization, or similar transaction with respect to such

stock, and the record date therefor (in the case of a stock dividend) or the

effective date thereof (in the case of a stock split or similar recapitalization

for which a record date is not established) shall be prior to the Effective

Time, or announces a special extraordinary cash dividend with a record date

prior to the Effective Time, the Per Share Stock Consideration shall be

proportionately adjusted (to the nearest one tenthousandth).

Section 2.2 Election and Proration Procedures.

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

(a) An election form in such form as Sun and Advantage shall

mutually agree (an "Election Form") shall be mailed on the same date as the

Proxy Statement/Prospectus (as

<PAGE>

defined herein) is mailed to each holder of record of Advantage Shares as of the

record date which shall be the same date as the record date for eligibility to

vote on the Merger. Sun shall make available as many Election Forms as may be

reasonably requested by all persons who become holders of Advantage Shares after

the record date for eligibility to vote on the Merger and prior to the Election

Deadline (as defined herein), and Advantage shall provide to the Exchange Agent

(as defined herein) all information reasonably necessary for it to perform its

obligations as specified herein.

(b) Each Election Form shall entitle the holder of Advantage

Shares (or the beneficial owner through appropriate and customary documentation

and instructions) to (i) elect to receive the Per Share Stock Consideration for

all of such holder's shares (a "Stock Election"), (ii) elect to receive the Per

Share Cash Consideration for all of such holder's shares (a "Cash Election"),

(iii) elect to receive the Per Share Stock Consideration for some of such

holder's shares and the Per Share Cash Consideration for the remainder of such

holder's shares (a "Mixed Election") or (iv) make no election (a

"Non-election"). Holders of record of Advantage Shares who hold such shares as

nominees, trustees or in other representative capacity (a "Representative") may

submit multiple Election Forms, provided that such Representative certifies that

each such Election Form covers all of the shares of Advantage Shares held by

that Representative for a particular beneficial owner. The Advantage Shares as

to which a Stock Election has been made (including pursuant to a Mixed Election)

are referred to herein as "Stock Election Shares" and the aggregate number

thereof is referred to herein as the "Stock Election Number." The Advantage

Shares as to which a Cash Election has been made (including pursuant to a Mixed

Election) are referred to herein as "Cash Election Shares" and the aggregate

number thereof is referred to as the Cash Election Number. Shares of Advantage

Shares as to which no election has been made are referred to as "Non-election

Shares."

must be received by an independent agent appointed by Sun (the "Exchange Agent")

on or before 4:00 p.m., local time on the third business day immediately

preceding Advantage's stockholders' meeting to consider the Merger or on such

other date or time as the parties may mutually agree (the "Election Deadline").

An election shall have been properly made only if the Exchange Agent shall have

actually received a properly completed Election Form by the Election Deadline.

An Election Form shall be deemed properly completed only if accompanied by one

or more certificates representing all shares of Advantage Shares covered by such

Election Form, or the guaranteed delivery of such certificates (or customary

affidavits and, if required by Sun, indemnification regarding the loss or

destruction of such certificates), together with duly completed transmittal

materials. Any Advantage stockholder may at any time prior to the Election

Deadline change his or her election by written notice received by the Exchange

Agent prior to the Election Deadline accompanied by a properly completed and

signed revised Election Form. Any Advantage stockholder may, at any time prior

to the Election Deadline, revoke his or her election by written notice received

by the Exchange Agent prior to the Election Deadline or by withdrawal prior to

the Election Deadline of his or her certificates, or of the guarantee of

delivery of such certificates. All elections shall be revoked automatically if

the exchange agent is notified in writing by either party that this Agreement

has been terminated. If a stockholder either (i) does not submit a properly

completed Election Form by the Election Deadline or (ii) revokes its Election

Form prior to the Election Deadline but does not submit a new properly executed

Election Form prior to the Election Deadline, the shares of Advantage Shares

held by such stockholder shall be designated as Non-election Shares. Subject to

the terms of this

<PAGE>

Agreement and the Election Form, the Exchange Agent shall have reasonable

discretion to determine whether any election, revocation or change has been

properly made and to disregard immaterial defects in any Election Form, and any

good faith decisions of the Exchange Agent regarding such matters shall be

binding and conclusive.

(d) Ratio of Parent Common Stock to Cash. The number of

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

shares of Advantage Common Stock to be converted into the right to receive the

Per Share Cash Consideration shall be equal to 50% of the number of shares of

Advantage Common Stock outstanding immediately prior to the Effective Time (the

"Aggregate Cash Limit") and the number of shares of Advantage Common Stock to be

converted into the right to receive the Per Share Stock Consideration shall be

equal to 50% of the number of shares of Advantage Common Stock outstanding

immediately prior to the Effective Time (the "Aggregate Stock Limit"); provided,

however, that the Aggregate Stock Limit may be increased by Sun in its sole

discretion if the Stock Election Number exceeds the Aggregate Stock Limit, but

in no event shall the Aggregate Stock Limit exceed 60% of the aggregate number

of shares of Advantage Common Stock outstanding immediately prior to the

Effective Time (the "Adjusted Aggregate Stock Limit").

(e) Within five business days after the later to occur of the

Election Deadline or the Effective Time, Sun shall cause the Exchange Agent to

effect the allocation among holders of Advantage Shares of rights to receive the

Per Share Stock Consideration or the Per Share Cash Consideration and to

distribute such as follows:

(i) if the Stock Election Number exceeds the Aggregate

Stock Limit, then all Cash Election Shares and all Non-Election Shares

shall be converted into the right to receive the Per Share Cash

Consideration, and each Stock Election Share shall be converted into the

right to receive (A) the Per Share Stock Consideration in respect of that

number of Stock Election Shares equal to the product obtained by

multiplying (1) the number of Stock Election Shares held by such holder by

(2) a fraction, the numerator of which is the Aggregate Stock Limit or, if

applicable, the Adjusted Aggregate Stock Limit and the denominator of which

is the Stock Election Number and (B) the Per Share Cash Consideration in

respect of the remaining number of such Stock Election Shares;

(ii) if the Cash Election Number exceeds the Aggregate

Cash Limit, then all Stock Election Shares and all Non-Election Shares

shall be converted into the right to receive the Per Share Stock

Consideration, and each Cash Election Share shall be converted into the

right to receive (A) the Per Share Cash Consideration in respect of that

number of Cash Election Shares equal to the product obtained by multiplying

(1) the number of Cash Election Shares held by such holder by (2) a

fraction, the numerator of which is the Aggregate Cash Limit and the

denominator of which is the Cash Election Number and (B) the Per Share

Stock Consideration in respect of the remaining number of such Cash

Election Shares; and

(iii) if the Stock Election Number and the Cash

Election Number do not exceed the Aggregate Stock Limit and the Aggregate

Cash Limit, respectively, then (i) all Cash Election Shares shall be

converted into the right to receive the Per Share Cash Consideration, (ii)

all Stock Election Shares shall be converted

<PAGE>

into the right to receive the Per Share Stock Consideration, and (iii) all

Non-Election Shares shall be converted into the right to receive either the

Per Share Cash Consideration or the Per Share Stock Consideration such that

the aggregate number of Advantage Shares entitled to receive the Per Share

Cash Consideration is equal to the Aggregate Cash Limit and the aggregate

number of Advantage Shares entitled to receive the Per Share Stock

Consideration is equal to the Aggregate Stock Limit.

Section 2.3 Advantage Stock Options. As of and immediately prior to the

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

Effective Time of the Merger, all rights with respect to Advantage Shares

issuable pursuant to the exercise of stock options ("Advantage Options") granted

by Advantage under the Advantage Stock Option Plans set forth in Schedule 2.3

(the "Advantage Stock Option Plans"), each of which are listed and described on

Schedule 2.3 and which are outstanding at the Effective Time of the Merger,

shall be exchanged as follows: such Advantage Options held by each individual as

detailed on Schedule 2.3 shall have all of his or her Advantage Options assumed

by Sun and such Advantage Options shall be converted into an option to purchase

a number of Sun Shares (rounded down to the nearest whole share) equal to (i)

the number of Advantage Shares subject to such option immediately prior to the

Effective Time multiplied by (ii) the Per Share Stock Consideration, and the per

share exercise price for Sun Shares issuable upon the exercise of such assumed

stock options shall be equal to (i) the exercise price per share of Advantage

Shares at which such option was exercisable immediately prior to the Effective

Time divided by (ii) the Per Share Stock Consideration (rounded to the nearest

whole cent); provided, however, that in the case of any stock option to which

Section 421 of the Code applies by reason of its qualification under Section 422

of the Code, the conversion formula shall be adjusted, if necessary, to comply

with section 424(a) of the Code. Except as otherwise provided herein, the

assumed stock options shall be subject to the same terms and conditions

(including expiration date, vesting and exercise provisions) as were applicable

to the corresponding Advantage Stock Options immediately prior to the Effective

Time (but taking into account any changes thereto, including the acceleration

thereof, provided for in the Advantage Stock Option Plans by reason of this

Agreement or the transactions contemplated hereby); provided, however, that

thereafter references to Advantage shall be deemed to be references to Sun.

Section 2.4 Fractional Shares. Notwithstanding any other provision of

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

this Agreement, each holder of Advantage Shares converted pursuant to the Merger

who would otherwise have been entitled to receive a fraction of a Sun Share

(after taking into account all certificates delivered by such holder), shall

receive, in lieu thereof, cash (without interest) in an amount equal to such

fractional part (to the nearest thousandth) of the Per Share Cash Consideration.

No such holder will be entitled to dividends, voting rights or any other rights

as a shareholder in respect of any fractional share.

Section 2.5 Effectuating Conversion.

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

(a) At the Effective Time of the Merger, Sun will deliver or

cause to be delivered to the Exchange Agent the number of Sun Shares issuable

and the amount of cash payable by Sun for Advantage Shares. As promptly as

practicable after the Effective Time of the Merger, the Exchange Agent shall

send or cause to be sent to each former holder of record of Advantage Shares who

did not previously submit a properly completed Election Form (other than holders

of Dissenting Shares) transmittal materials (the "Letter of Transmittal") for

use in exchanging their certificates formerly representing Advantage Shares for

the consideration

<PAGE>

provided for in this Agreement. The Letter of Transmittal will contain

instructions with respect to the surrender of certificates representing

Advantage Shares and the receipt of the consideration contemplated by this

Agreement and will require each holder of Advantage Shares to transfer good and

marketable title to such Advantage Shares to Sun, free and clear of all liens,

claims and encumbrances.

(b) At the Effective Time of the Merger, the stock transfer

books of Advantage shall be closed as to holders of Advantage Shares immediately

prior to the Effective Time of the Merger and no transfer of Advantage Shares by

any such holder shall thereafter be made or recognized and each outstanding

certificate formerly representing Advantage Shares shall, without any action on

the part of any holder thereof, no longer represent Advantage Shares. If, after

the Effective Time of the Merger, certificates are properly presented to the

Exchange Agent, such certificates (other than Dissenting Shares) shall be

exchanged for the consideration contemplated by this Agreement into which

Advantage Shares represented thereby were converted in the Merger.

Time of the Merger of Advantage Shares (other than Dissenting Shares) is unable

to deliver the certificate which represents such holder's Advantage Shares, Sun,

in the absence of actual notice that any Advantage Shares theretofore

represented by any such certificate have been acquired by a bona fide purchaser

shall deliver to such holder the consideration contemplated by this Agreement

and the amount of cash representing fractional Sun Shares to which such holder

is entitled in accordance with the provisions of this Agreement upon the

presentation of all of the following:

(i) An affidavit or other evidence to the reasonable

satisfaction of Sun that any such certificate has been lost, wrongfully

taken or destroyed;

(ii) Such security or indemnity as may be reasonably

requested by Sun to indemnify and hold Sun harmless in respect of such

stock certificate(s); and

(iii) Evidence to the satisfaction of Sun that such

holder is the owner of Advantage Shares theretofore represented by each

certificate claimed by such holder to be lost, wrongfully taken or

destroyed and that such holder is the person who would be entitled to

present each such certificate for exchange pursuant to this Agreement.

(d) If the delivery of the consideration contemplated by this

Agreement is to be made to a person other than the person in whose name any

certificate representing Advantage Shares surrendered is registered, such

certificate so surrendered shall be properly endorsed (or accompanied by an

appropriate instrument of transfer), with the signature(s) appropriately

guaranteed, and otherwise in proper form for transfer, and the person requesting

such delivery shall pay any transfer or other taxes required by reason of the

delivery to a person other than the registered holder of such certificate

surrendered or establish to the satisfaction of Sun that such tax has been paid

or is not applicable.

(e) No holder of Advantage Shares shall be entitled to

receive any dividends or distributions declared or made with respect to the Sun

Shares with a record date before the Effective Time of the Merger. Neither the

consideration contemplated by this Agreement nor any dividend or other

distribution with respect to Sun Shares where the record date thereof is on

<PAGE>

or after the Effective Time of the Merger shall be paid to the holder of any

unsurrendered certificate or certificates representing Advantage Shares, and Sun

shall not be obligated to deliver any of the consideration contemplated by this

Agreement or any such dividend or other distribution with respect to Sun Shares

until such holder shall surrender the certificate or certificates representing

Advantage Shares as provided for by the Agreement. Subject to applicable laws,

following surrender of any such certificate or certificates, there shall be paid

to the holder of the certificate or certificates then representing Sun Shares

issued in the Merger, without interest at the time of such surrender, the

consideration contemplated by this Agreement and the amount of any dividends or

other distributions with respect to Sun Shares to which such holder is entitled

as a holder of Sun Shares.

Section 2.6 Determination of Alternative Structures. Advantage hereby

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

agrees that Sun and Sun Bank may at any time change the method of effecting the

combination (including by providing for the merger of Advantage with a

wholly-owned subsidiary of Sun other than Sun Bank); provided, however, that no

such changes shall (i) alter or change the amount or kind of consideration to be

issued to holders of the capital stock of Advantage as provided for in this

Agreement (the "Merger Consideration"), (ii) materially impede or delay

consummation of the transactions contemplated by this Agreement, or (iii)

adversely affect the tax treatment of Advantage's shareholders as a result of

receiving the Merger Consideration or the tax treatment of either party pursuant

to this Agreement.

Section 2.7 Laws of Escheat. If any of the consideration due or other

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

payments to be paid or delivered to the holders of Advantage Shares is not paid

or delivered within the time period specified by any applicable laws concerning

abandoned property, escheat or similar laws, and if such failure to pay or

deliver such consideration occurs or arises out of the fact that such property

is not claimed by the proper owner thereof, Sun or the Exchange Agent shall be

entitled to dispose of any such consideration or other payments in accordance

with applicable laws concerning abandoned property, escheat or similar laws. Any

other provision of this Agreement notwithstanding, none of Advantage, Sun, Sun

Bank, the Exchange Agent, nor any other Person acting on behalf of any of them

shall be liable to a holder of Advantage Shares for any amount paid or property

delivered in good faith to a public official pursuant to and in accordance with

any applicable abandoned property, escheat or similar law.

Section 2.8 Dissenting Shares.

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

(a) Any holder of Dissenting Shares shall be entitled to

payment for such shares only to the extent permitted by and in accordance with

the provisions of 12 U.S.C. ss.215a(b); provided, however, that if, in

accordance with 12 U.S.C. ss.215a(b), any holder of Dissenting Shares shall

forfeit such right to payment of the fair value of such shares, such shares

shall thereupon be deemed to have been converted into and to have become

exchangeable for, as of the Effective Time, the right to receive the Per Share

Cash Consideration without interest from Sun. Dissenting Shares shall not, after

the Effective Time, be entitled to vote for any purpose or receive any dividends

or other distributions and shall be entitled only to such rights as are afforded

in respect of Dissenting Shares pursuant to 12 U.S.C. ss.215a(b).

(b) Advantage shall give Sun (i) prompt notice of any

written objections to the Merger and any written demands for the payment of the

fair value of any shares, withdrawals of

<PAGE>

such demands, and any other instruments served pursuant to 12 U.S.C. ss.215a(b)

received by Advantage and (ii) the opportunity to participate in all

negotiations and proceedings with respect to such demands under 12 U.S.C.

ss.215a(b). Advantage shall not voluntarily make any payment with respect to any

demands for payment of fair value and shall not, except with the prior written

consent of Sun, settle or offer to settle any such demands.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF ADVANTAGE

Advantage hereby represents and warrants to Sun as follows as of the

date hereof and as of all times up to and including the Effective Time of the

Merger (except as otherwise provided):

Section 3.1 Corporate Organization.

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

(a) Advantage is a commercial bank duly organized, validly

existing and in good standing under the laws of the State of New Jersey.

Advantage has the corporate power and authority to own or lease all of its

properties and assets and to carry on its business as such business is now being

conducted, and is duly licensed or qualified to do business in New Jersey and in

each jurisdiction in which the nature of the business conducted by it or the

character or location of the properties and assets leased by it makes such

licensing or qualification necessary. True and correct copies of the Certificate

of Incorporation and the Bylaws of Advantage, each as amended to the date

hereof, have been delivered to Sun.

(b) Advantage has in effect all federal, state, local and

foreign governmental, regulatory and other authorizations, permits and licenses

necessary for it to own or lease its properties and assets and to carry on its

business as now conducted, the absence of which, either individually or in the

aggregate, would have a Material Adverse Effect on the Condition of Advantage.

records in all material respects of all meetings and other corporate actions

held or taken by its shareholders and Boards of Directors (including all

committees thereof).

(d) Advantage has no subsidiaries.

Section 3.2 Capitalization. The authorized capital stock of Advantage

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

consists of 5,000,000 Advantage Shares, of which 1,807,403 are issued and

outstanding as of the date hereof (of which none are held in the treasury of

Advantage). All of the issued and outstanding Advantage Shares have been duly

authorized and validly issued and all such shares are fully paid and

nonassessable. As of the date hereof, there are no outstanding options,

warrants, commitments, or other rights or instruments to purchase or acquire any

shares of capital stock of Advantage, or any securities or rights convertible

into or exchangeable for shares of capital stock of Advantage, except for

options to purchase 248,754 Advantage Shares (which are described in more detail

in Schedule 2.3).

<PAGE>

Section 3.3 Financial Statements; Filings.

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

(a) Advantage has previously delivered to Sun copies of the

audited financial statements of Advantage as of and for the years ended December

31, 2004, December 31, 2003 and December 31, 2002 and unaudited financial

statements for the quarters ended March 31, 2005 and June 30, 2005, and

Advantage shall deliver to Sun, as soon as practicable following the preparation

of additional financial statements for each subsequent calendar quarter (or

other reporting period) or year of Advantage, the additional financial

statements of Advantage as of and for such subsequent calendar quarter (or other

reporting period) or year (such financial statements, unless otherwise

indicated, being hereinafter referred to collectively as the "Financial

Statements of Advantage").

(b) Advantage has previously delivered to Sun copies of

the call reports of Advantage as of and for each of the years ended December 31,

2004, December 31, 2003 and December 31, 2002 and call reports for the quarters

ended March 31, 2005 and June 30, 2005, and Advantage shall deliver to Sun, as

soon as practicable following the preparation of additional call reports for

each subsequent calendar quarter (or other reporting period) or year, the call

reports of Advantage as of and for such subsequent calendar quarter (or other

reporting period) or year (such Call Reports, unless otherwise indicated, being

hereinafter referred to collectively as the "Financial Regulatory Reports of

Advantage").

of the Financial Regulatory Reports of Advantage (including the related notes,

where applicable) have been or will be prepared in all material respects in

accordance with generally accepted accounting principles or regulatory

accounting principles, whichever is applicable, which principles have been or

will be consistently applied during the periods involved, except as otherwise

noted therein, and the books and records of Advantage have been, are being, and

will be maintained in all material respects in accordance with applicable legal

and accounting requirements and reflect only actual transactions. Each of the

Financial Statements of Advantage and each of the Financial Regulatory Reports

of Advantage (including the related notes, where applicable) fairly present or

will fairly present the financial position of Advantage, as applicable, as of

the respective dates thereof and fairly present or will fairly present the

results of operations of Advantage, as applicable, for the respective periods

therein set forth.

(d) To the extent not prohibited by law, Advantage has

heretofore delivered or made available, or caused to be delivered or made

available, to Sun all reports and filings made or required to be made by

Advantage with the Regulatory Authorities, and will from time to time hereafter

furnish to Sun, upon filing or furnishing the same to the Regulatory

Authorities, all such reports and filings made after the date hereof with the

Regulatory Authorities. As of the respective dates of such reports and filings,

all such reports and filings did not and shall not contain any untrue statement

of a material fact or omit to state a material fact required to be stated

therein or necessary to make the statements therein, in light of the

circumstances under which they were made, not misleading.

(e) Except as set forth in Schedule 3.3(e), since December 31,

2004, Advantage has not incurred any obligation or liability (contingent or

otherwise) that has or might reasonably be expected to have, individually or in

the aggregate, a Material Adverse Effect on the business, prospects, operations,

earnings, assets or financial condition (collectively, the

<PAGE>

"Condition") of Advantage except obligations and liabilities which are accrued

or reserved against in the Financial Statements of Advantage or the Financial

Regulatory Reports of Advantage, or reflected in the notes thereto. Since

December 31, 2004, Advantage has not incurred or paid any obligation or

liability which would be material to the Condition of Advantage, except as may

have been incurred or paid in the ordinary course of business, consistent with

past practices.

Section 3.4 Loan Portfolio; Reserves. All evidences of indebtedness

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

reflected as assets in the Financial Statements of Advantage were (or will be,

as the case may be) as of such dates in all respects the binding obligations of

the respective obligors named therein in accordance with their respective terms,

and were not subject to any defenses, setoffs, or counterclaims, except as may

be provided by bankruptcy, insolvency or similar laws or by general principles

of equity; and (ii) the allowances for possible loan losses shown on the

Financial Statements of Advantage and the Financial Regulatory Reports of

Advantage were, and the allowance for possible loan losses to be shown on the

Financial Statements of Advantage and the Financial Regulatory Reports of

Advantage as of any date subsequent to the execution of this Agreement will be,

as of such dates, adequate to provide for possible losses, net of recoveries

relating to loans previously charged off, in respect of loans outstanding

(including accrued interest receivable) of Advantage and other extensions of

credit (including letters of credit or commitments to make loans or extend

credit);

Section 3.5 Certain Loans and Related Matters. Except as set forth in

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

Schedule 3.5, Advantage is not a party to any written or oral: (i) loan

agreement, note or borrowing arrangement under the terms of which the obligor is

sixty (60) days delinquent in payment of principal or interest or in default of

any other provision as of the date hereof; (ii) loan agreement, note or

borrowing arrangement which has been classified or, in the exercise of

reasonable diligence by Advantage or any Regulatory Authority, should have been

classified by any bank examiner (whether regulatory or internal) as

"substandard," "doubtful," "loss," "other loans especially mentioned," "other

assets especially mentioned," "special mention," "credit risk assets,"

"classified," "criticized," "watch list," "concerned loans" or any comparable

classifications by such persons; (iii) loan agreement, note or borrowing

arrangement, including any loan guaranty, with any director or executive officer

of Advantage or any five percent (5%) shareholder of Advantage, or any person,

corporation or enterprise controlling, controlled by or under common control

with any of the foregoing; or (iv) loan agreement, note or borrowing arrangement

in violation of any law, regulation or rule applicable to Advantage including,

but not limited to, those promulgated, interpreted or enforced by any Regulatory

Authority, which such violation would be reasonably expected to have a Material

Adverse Effect on the Condition of Advantage.

Section 3.6 Authority; No Violation.

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

(a) Advantage has full corporate power and authority to

execute and deliver this Agreement and, subject to the approval of the

shareholders of Advantage and to the receipt of the Consents of the Regulatory

Authorities, to consummate the transactions contemplated hereby. The Board of

Directors of Advantage has duly and validly approved this Agreement and the

transactions contemplated hereby, has authorized the execution and delivery of

this Agreement, has directed that this Agreement and the transactions

contemplated hereby be

<PAGE>

submitted to Advantage's shareholders for approval at a meeting of such

shareholders and, except for the adoption of such Agreement by its shareholders

and the execution and filing of the Certificate of Merger, no other corporate

proceeding on the part of Advantage is necessary to consummate the transactions

so contemplated. This Agreement (assuming due authorization, execution and

delivery by Sun), constitutes a valid and binding obligation of Advantage, and

will be enforceable against Advantage in accordance with its terms, except as

such enforceability may be limited by applicable bankruptcy, insolvency,

reorganization, moratorium, receivership or similar laws affecting the

enforcement of creditors' rights generally and except that the availability of

the equitable remedy of specific performance or injunctive relief is subject to

the discretion of the court before which any proceeding may be brought.

(b) Neither the execution and delivery of this Agreement by

Advantage nor the consummation by Advantage of the transactions contemplated

hereby, nor compliance by Advantage with any of the terms or provisions hereof,

will (i) violate any provision of the Certificate of Incorporation or Bylaws of

Advantage, (ii) assuming that the Consents of the Regulatory Authorities and

approvals referred to herein are duly obtained, violate any statute, code,

ordinance, rule, regulation, judgment, order, writ, decree or injunction

applicable to Advantage or any of its properties or assets, or (iii) violate,

conflict with, result in a breach of any provisions of, constitute a default (or

an event which, with notice or lapse of time, or both, would constitute a

default) under, result in the termination of, accelerate the performance

required by or result in the creation of any lien, security interest, charge or

other encumbrance upon any of the respective properties or assets of Advantage

under, any of the terms, conditions or provisions of any material note, bond,

mortgage, indenture, deed of trust, license, permit, lease, agreement or other

instrument or obligation to which Advantage is a party, or by which it or any of

its properties or assets may be bound or affected, except in the case of clauses

(ii) and (iii) as would not constitute a Material Adverse Effect.

Section 3.7 Consents and Approvals. Except for (i) the approval of the

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

shareholders of Advantage pursuant to the proxy statement of Advantage relating

to the meeting of the shareholders of Advantage at which the Merger is to be

considered (the "Proxy Statement/Prospectus"); (ii) the Consents of the

Regulatory Authorities; and (iii) as set forth in Schedule 3.7, no Consents of

any person are necessary in connection with the execution and delivery by

Advantage of this Agreement, and the consummation of the Merger and the other

transactions contemplated hereby.

Section 3.8 Broker's Fees. Except for Sandler O'Neill & Partners, L.P.

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

("Sandler"), whose engagement letter is set forth in Schedule 3.8, neither

Advantage nor any of its officers or directors, has employed any broker or

finder or incurred any liability for any broker's fees, commissions or finder's

fees in connection with any of the transactions contemplated by this Agreement.

Section 3.9 Absence of Certain Changes or Events. Except as set forth

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

in Schedule 3.9, since December 31, 2004, there has not been (a) any

declaration, payment or setting aside of any dividend or distribution (whether

in cash, stock or property) in respect of Advantage Shares or (b) any change or

any event involving a prospective change in the Condition of Advantage, or a

combination of any such change(s) and any such event(s) which has had, or is

reasonably likely to have, a Material Adverse Effect on the Condition of

Advantage, including, without limitation

<PAGE>

any change in the administration or supervisory standing or rating of Advantage

with any Regulatory Authority, and to the knowledge of Advantage, no fact or

condition exists as of the date hereof which might reasonably be expected to

cause any such event or change in the future.

Section 3.10 Legal Proceedings; Etc. Advantage is not a party to any,

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

and there are no pending or, to the knowledge of Advantage, threatened,

judicial, administrative, arbitral or other proceedings, claims, actions, causes

of action or governmental investigations against Advantage challenging the

validity of the transactions contemplated by this Agreement and, to the

knowledge of Advantage as of the date hereof, there is no proceeding, claim,

action or governmental investigation against Advantage; no judgment, decree,

injunction, rule or order of any court, governmental department, commission,

agency, instrumentality or arbitrator is outstanding against Advantage which has

had, or is reasonably likely to have, a Material Adverse Effect on the Condition

of Advantage; there is no default by Advantage under any material contract or

agreement to which Advantage is a party; and Advantage is not a party to any

agreement, order or memorandum in writing by or with any Regulatory Authority

restricting the operations of Advantage, and Advantage has not been advised by

any Regulatory Authority that any such Regulatory Authority is contemplating

issuing or requesting the issuance of any such order or memorandum in the

future.

Section 3.11 Taxes and Tax Returns.

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

(a) Advantage has previously delivered or made available to

Sun copies of the federal, state and local income tax returns of Advantage for

the years 2002, 2003 and 2004 and all schedules and exhibits thereto, and such

returns have not been examined by the Internal Revenue Service or any other

taxing authority. Advantage has duly filed in correct form all federal, state

and local information returns and tax returns required to be filed on or prior

to the date hereof, and Advantage has duly paid or made adequate provisions for

the payment of all taxes and other governmental charges relating to taxes which

are owed by Advantage to any federal, state or local taxing authorities, whether

or not reflected in such returns (including, without limitation, those owed in

respect of the properties, income, business, capital stock, deposits,

franchises, licenses, sales and payrolls of Advantage), other than taxes and

other charges which (i) are not yet delinquent or are being contested in good

faith or (ii) have not been finally determined. The amounts set forth as

liabilities for taxes on the Financial Statements of Advantage and the Financial

Regulatory Reports of Advantage are sufficient, in the aggregate, for the

payment of all unpaid federal, state and local taxes (including any interest or

penalties thereon), whether or not disputed, accrued or applicable, for the

periods then ended, and have been computed in accordance with generally accepted

accounting principles. Advantage is not responsible for the taxes of any other

person under Treasury Regulation 1.1502-6 or any similar provision of federal,

state or foreign law.

(b) Except as disclosed in Schedule 3.11, Advantage has not

executed an extension or waiver of any statute of limitations on the assessment

or collection of any federal, state or local taxes due that is currently in

effect, and deferred taxes of Advantage, have been adequately provided for in

the Financial Statements of Advantage.

make any payment or is a party to any contract, agreement or other arrangement

that could obligate it to make any payment that would be disallowed as a

deduction under Section 280G or 162(m) of the Code.

<PAGE>

(d) There has not been an ownership change, as defined in

Section 382(g) of the Code, of Advantage that occurred during or after any

taxable period in which Advantage incurred an operating loss that carries over

to any taxable period ending after the fiscal year of Advantage immediately

preceding the date of this Agreement.

(e) (i) Proper and accurate amounts have been withheld by

Advantage from their employees and others for all prior periods in compliance in

all material respects with the tax withholding provisions of all applicable

federal, state and local laws and regulations, and proper due diligence steps

have been taken in connection with back-up withholding; (ii) federal, state and

local returns have been filed by Advantage for all periods for which returns

were due with respect to withholding, Social Security and unemployment taxes or

charges due to any federal, state or local taxing authority; and (iii) the

amounts shown on such returns to be due and payable have been paid in full or

adequate provision therefor have been included by Advantage in the Financial

Statements of Advantage.

Section 3.12 Employee Benefit Plans.

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

(a) Advantage does not maintain any "employee benefit plan," as

defined in Section 3(3) of the Employee Retirement Income Security Act of 1974,

as amended ("ERISA"), except as described in Schedule 3.12(a) (the "Employee

Benefit Plans"). Advantage has, with respect to each such plan, delivered to Sun

true and complete copies of: (i) all plan texts and agreements and related trust

agreements or annuity contracts and any amendments thereto; (ii) all summary

plan descriptions and material employee communications; (iii) the Form 5500

filed in each of the most recent three plan years (including all schedules

thereto and the opinions of independent accountants); (iv) the most recent

actuarial valuation (if any); (v) the most recent annual and periodic accounting

of plan assets; (vi) if the plan is intended to qualify under Section 401(a),the

most recent determination letter received from the Internal Revenue Service or

opinion letter issued by the Internal Revenue Service with respect to a

prototype plan; and (vii) all material communications with any governmental

entity or agency (including, without limitation, the Department of Labor,

Internal Revenue Service and the Pension Benefit Guaranty Corporation ("PBGC")).

(b) No Employee Benefit Plan is a defined benefit plan.

Advantage (or any pension plan maintained by any of them) has not incurred any

liability to the PBGC or the Internal Revenue Service with respect to any

pension plan qualified under Section 401 of the Code, except liabilities to the

PBGC pursuant to Section 4007 of ERISA, all of which have been fully paid. No

reportable event under Section 4043(b) of ERISA (including events waived by PBGC

regulation) has occurred with respect to any such pension plan.

4201 of ERISA for a complete or partial withdrawal from, or agreed to

participate in, any multi-employer plan as such term is defined in Section 3(37)

of ERISA.

(d) All Employee Benefit Plans are in material compliance

with the applicable provisions of ERISA and the Code, including, but not limited

to, COBRA, HIPAA and any applicable, similar state law. Advantage has no

material liability under any such plan that is not reflected in the Financial

Statements of Advantage or the Financial Regulatory Reports of Advantage. None

of Advantage, any Employee Benefit Plan or any employee, administrator or

<PAGE>

agent thereof, is or has been in material violation of any applicable

transaction code set rules under HIPAA ss.ss. 1172-1174 or the HIPAA privacy

rules under 45 CFR Part 160 and subparts A and E of Part 164. No penalties have

been imposed on Advantage, any Employee Benefit Plan, or any employee,

administrator or agent thereof, under HIPAA ss. 1176 or ss. 1177.

For purposes of this Agreement, "COBRA" means the provision of

Section 4980B of the Code and the regulations thereunder, and Part 6 of Subtitle

B of Title I of ERISA and any regulations thereunder, and "HIPAA" means the

provisions of the Code and ERISA as enacted by the Health Insurance Portability

and Accountability Act of 1996.

(e) No prohibited transaction (which shall mean any

transaction prohibited by Section 406 of ERISA and not exempt under Section 408

of ERISA) has occurred with respect to any Employee Benefit Plan which would

result in the imposition, directly or indirectly, of an excise tax under Section

4975 of the Code or a civil penalty under Section 502(i) of ERISA; and no

actions have occurred which could result in the imposition of a penalty under

any section or provision of ERISA.

(f) No Employee Benefit Plan which is a defined benefit

pension plan has any "unfunded current liability," as that term is defined in

Section 302(d)(8)(A) of ERISA, and the present fair market value of the assets

of any such plan exceeds the plan's "benefit liabilities," as that term is

defined in Section 4001(a)(16) of ERISA, when determined under actuarial factors

that would apply if the plan terminated in accordance with all applicable legal

requirements.

(g) Neither the execution and delivery of this Agreement

nor the consummation of the transactions contemplated hereby will (i) result in

any payment or obligation (including, without limitation, severance, bonus,

deferred compensation, retirement, unemployment compensation, golden parachute

or otherwise) becoming due to any director or any officer or employee of

Advantage under any Employee Benefit Plan or otherwise, (ii) increase any

benefits or obligations otherwise payable under any benefit plan or (iii) result

in any acceleration of the time of payment or vesting of any such benefits or

obligations.

(h) No Employee Benefit Plan is a multiemployer plan as

defined in Section 414(f) of the Code or Section 3(37) or 4001(a)(3) of ERISA.

Advantage has never been a party to or participant in a multiemployer plan.

(i) There are no actions, liens, suits or claims pending or

threatened (other than routine claims for benefits) with respect to any Employee

Benefit Plan or against the assets of any Employee Benefit Plan. No assets of

Advantage are subject to any lien under Section 302(f) of ERISA or Section

412(n) of the Code.

(j) Each Employee Benefit Plan which is intended to qualify

under Section 401(a) or 403(a) of the Code so qualifies and its related trust is

exempt from taxation under Section 501(a) of the Code. No event has occurred or

circumstance exists that will or could give rise to a disqualification or loss

of tax-exempt status of any such plan or trust.

(k) No Employee Benefit Plan is a multiple employer plan

within the meaning of Section 413(c) of the Code or Section 4063, 4064 or 4066

of ERISA. No Employee Benefit Plan is a multiple employer welfare arrangement as

defined in Section 3(40) of ERISA.

<PAGE>

(l) Each employee pension benefit plan, as defined in Section

3(2) of ERISA , that is not qualified under Section 401(a) or 403(a) of the Code

is exempt from Part 2, 3 and 4 of Title I of ERISA as an unfunded plan that is

maintained primarily for the purpose of providing deferred compensation for a

select group of management or highly compensated employees, pursuant to Section

201(2), 301(a)(3) and 401(a)(1) of ERISA. No assets of Advantage are allocated

to or held in a grantor trust or "rabbi trust" or similar funding vehicle.

(m) Except as set forth on Schedule 3.12(m), no Employee

Benefit Plan provides benefits to any current or former employee of Advantage

following the retirement or other termination of service (other than coverage

mandated by COBRA, the cost of which is fully paid by the current or former

employee or his or her dependents). Any such plan may be amended or terminated

at any time by unilateral action of Advantage.

(n) With respect to each Employee Benefit Plan, there are no

funded benefit obligations for which contributions have not been made or

properly accrued and there are no unfunded benefit obligations that have not

been accounted for by reserves or otherwise properly footnoted in accordance

with generally accepted accounting principles on the Financial Statements of

Advantage.

Section 3.13 Title and Related Matters.

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

(a) Advantage has marketable title, and as to owned real

property, has marketable title in fee simple absolute, to all assets and

properties, real or personal, tangible or intangible, reflected as owned on the

Financial Statements of Advantage or the Financial Regulatory Reports of

Advantage or acquired subsequent thereto (except to the extent that such assets

and properties have been disposed of for fair value in the ordinary course of

business since December 31, 2002), free and clear of all liens, encumbrances,

mortgages, security interests, restrictions, pledges or claims, except for (i)

those liens, encumbrances, mortgages, security interests, restrictions, pledges

or claims reflected in the Financial Statements of Advantage and the Financial

Regulatory Reports of Advantage or incurred in the ordinary course of business

after December 31, 2004, (ii) statutory liens for amounts not yet delinquent or

which are being contested in good faith, and (iii) liens, encumbrances,

mortgages, security interests, pledges, claims and title imperfections that are

not in the aggregate material to the Condition of Advantage.

(b) All agreements pursuant to which Advantage leases,

subleases or licenses material real or material personal properties from others

are valid, binding and enforceable in accordance with their respective terms,

and there is not, under any of such leases or licenses, any existing default or

event of default, or any event which with notice or lapse of time, or both,

would constitute a default or force majeure, or provide the basis for any other

claim of excusable delay or nonperformance, except for defaults which

individually or in the aggregate would not have a Material Adverse Effect on the

Condition of Advantage. Advantage has all right, title and interest as a lessee

under the terms of each lease or sublease, free and clear of all liens, claims

or encumbrances (other than the rights of the lessor) as of the Effective Time

of the Merger, and, except as set forth on Schedule 3.13(b), Sun shall have the

right to assume each lease or sublease pursuant to this Agreement and by

operation of law.

<PAGE>

buildings, structures and fixtures owned, leased or subleased by Advantage are

in good operating condition and repair, subject only to ordinary wear and tear

and/or minor defects which do not interfere with the continued use thereof in

the conduct of normal operations, and (ii) all of the material personal

properties owned, leased or subleased by Advantage are in good operating

condition and repair, subject only to ordinary wear and tear and/or minor

defects which do not interfere with the continued use thereof in the conduct of

normal operations.

Section 3.14 Real Estate.

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(a) Schedule 3.14(a) identifies each parcel of real estate or

interest therein owned, leased or subleased by Advantage or in which Advantage

has any ownership or leasehold interest.

(b) Schedule 3.14(b) lists or otherwise describes each and

every written or oral lease or sublease, together with the current name, address

and telephone number of the landlord or sublandlord and the landlord's property

manager (if any), under which Advantage is the lessee of any real property and

which relates in any manner to the operation of the businesses of Advantage.

of, any law, regulation or ordinance relating to the ownership or use of the

real estate and real estate interests described in Schedules 3.14(a) and 3.14(b)

including, but not limited to any law, regulation or ordinance relating to

zoning, building, occupancy, environmental or comparable matter.

(d) As to each parcel of real property owned or used by

Advantage, Advantage has not received notice of any pending or, to the knowledge

of Advantage, threatened condemnation proceedings, litigation proceedings or

mechanic's or materialmen's liens.

Section 3.15 Environmental Matters.

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(a) Each of Advantage, the Participation Facilities (as defined

below), and the Loan Properties (as defined below) are, and have been, in

material compliance, and there are no present circumstances that would prevent

or interfere with the continuation of such material compliance with all

applicable federal, state and local laws, including common law, rules,

regulations and ordinances, and with all applicable decrees, orders and

contractual obligations relating to pollution or the protection of the

environment or the discharge of, or exposure to, Hazardous Materials (as defined

below) in the environment or workplace. (b) There is no litigation pending or,

to the knowledge of Advantage, threatened before any court, governmental agency

or board or other forum in which Advantage or any Participation Facility has

been or, with respect to threatened litigation, may be, named as defendant (i)

for alleged noncompliance (including by any predecessor), with respect to any

Environmental Law (as defined below) or (ii) relating to the release into the

environment of any Hazardous Material (as defined below), whether or not

occurring at, on or involving a site owned, leased or operated by Advantage or

any Participation Facility.

Advantage, threatened before any court, governmental agency or board or other

forum in which any Loan

<PAGE>

Property (or Advantage in respect of such Loan Property) has been named as a

defendant or potentially responsible party (i) for alleged noncompliance

(including by any predecessor) with any Environmental Law or (ii) relating to

the release into the environment of any Hazardous Material, whether or not

occurring at, on or involving a Loan Property.

(d) There is no reasonable basis for any litigation of a type

described in Section 3.15(b) and Section 3.15(c) of this Agreement.

(e) During the period of (i) ownership or operation by

Advantage of any of its current properties, (ii) participation by Advantage in

the management of any Participation Facility, or (iii) holding by Advantage of a

security interest in any Loan Property, there have been no releases of Hazardous

Material in, on, under or affecting such properties.

(f) Prior to the period of (i) ownership or operation by

Advantage of any of its current properties, (ii) participation by Advantage in

the management of any Participation Facility, or (iii) holding by Advantage of a

security interest in any Loan Property, to the knowledge of Advantage, there

were no re

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