AGREEMENT AND PLAN OF MERGER

Agreement and Plan of Merger

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PRIVATE BUSINESS INC | CSL ACQUISITION CORPORATION, | CAPTIVA SOLUTIONS, LLC

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Title: AGREEMENT AND PLAN OF MERGER
Governing Law: Tennessee Date: 10/25/2005
Industry: Business Services Law Firm: Nelson Mullins Riley & Scarborough LLP; Harwell Howard Hyne Gabbert & Manner, P.C Sector: Services

AGREEMENT AND PLAN OF MERGER, Parties: private business inc , csl acquisition corporation , captiva solutions llc

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Exhibit 2.1

AGREEMENT AND PLAN OF MERGER

AMONG

PRIVATE BUSINESS, INC.,

CSL ACQUISITION CORPORATION,

CAPTIVA SOLUTIONS, LLC

AND

THE CAPTIVA SIGNATORIES

OCTOBER 20, 2005

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TABLE OF CONTENTS

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ARTICLE I THE MERGER..................................................................................1

1.1 The Merger..............................................................................1

1.2 Effective Time..........................................................................2

1.3 Effects of the Merger...................................................................2

1.4 Charter and Bylaws......................................................................2

ARTICLE II EFFECT OF THE MERGER ON THE CAPITAL STOCK AND UNITS OF THE CONSTITUENT COMPANIES...........3

2.1 Effect on Capital Securities............................................................3

2.2 Exchange of Units.......................................................................4

2.3 Captiva Options.........................................................................5

2.4 Merger Consideration Adjustments........................................................5

ARTICLE III REPRESENTATIONS AND WARRANTIES............................................................7

3.1 Representations and Warranties of Captiva and the Captiva Signatories...................7

3.2 Representations and Warranties of the Captiva Members..................................22

3.3 Representations and Warranties of PBiz.................................................23

ARTICLE IV CONDUCT OF THE PARTIES....................................................................27

4.1 Conduct of Captiva.....................................................................27

4.2 Conduct of PBiz........................................................................29

ARTICLE V ADDITIONAL AGREEMENTS......................................................................30

5.1 Proxy Statement........................................................................30

5.2 Shareholder Approval...................................................................31

5.3 Access to Information; Confidentiality Covenant........................................31

5.4 Commercially Reasonable Efforts; Notification..........................................32

5.5 Fees and Expenses......................................................................33

5.6 Public Announcements...................................................................33

5.7 Agreement to Defend....................................................................33

5.8 Amendment of Disclosure Schedules......................................................33

5.9 Other Actions..........................................................................33

5.10 2005 Equity Incentive Plan.............................................................34

5.11 Non-Solicitation of PBiz Employees.....................................................34

5.12 Financing Cooperation..................................................................34

5.13 Information Supplied...................................................................35

ARTICLE VI CONDITIONS PRECEDENT......................................................................35

6.1 Conditions to Each Party's Obligation to Effect the Merger.............................35

6.2 Conditions of PBiz.....................................................................36

6.3 Conditions of Captiva..................................................................37

ARTICLE VII TERMINATION, AMENDMENT AND WAIVER........................................................38

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7.1 Termination............................................................................38

7.2 Effect of Termination..................................................................38

7.3 Amendment..............................................................................38

7.4 Extension; Waiver......................................................................39

7.5 Procedure for Termination, Amendment, Extension or Waiver..............................39

ARTICLE VIII INDEMNIFICATION.........................................................................39

8.1 Survival...............................................................................39

8.2 Indemnification and Payment of Damages by Captiva and the Captiva Members..............39

8.3 Indemnification and Payment of Damages by PBiz.........................................40

8.4 Procedure for Making Indemnification Claims............................................40

8.5 Time Limitations.......................................................................41

8.6 Limitations on Amount - Captiva Members................................................41

8.7 Limitations on Amount - PBiz...........................................................42

8.8 Procedure for Indemnification - Third Party Claims.....................................43

8.9 Procedure for Indemnification - Other Claims...........................................44

ARTICLE IX Noncompete AND OTHER AGREEMENTS...........................................................44

9.1 Noncompete.............................................................................44

9.2 Nonsolicitation........................................................................44

ARTICLE X POST-CLOSING TAX MATTERS...................................................................45

10.1 Post-Closing Tax Matters...............................................................45

ARTICLE XI GENERAL PROVISIONS........................................................................47

11.1 Notices................................................................................47

11.2 Additional Definitions.................................................................47

11.3 Interpretation.........................................................................50

11.4 Counterparts...........................................................................50

11.5 Entire Agreement; No Third-Party Beneficiaries.........................................50

11.6 Governing Law..........................................................................50

11.7 Assignment.............................................................................50

11.8 Enforcement of the Agreement...........................................................50

11.9 Severability...........................................................................50

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AGREEMENT AND PLAN OF MERGER

This AGREEMENT AND PLAN OF MERGER (the "AGREEMENT"), dated October 20,

2005 (the "EXECUTION DATE"), is by and among PRIVATE BUSINESS, INC., a Tennessee

corporation ("PBIZ"), CSL ACQUISITION CORPoration ("PBIZ SUB"), a Tennessee

corporation and a wholly owned subsidiary of PBiz, CAPTIVA SOLUTIONS, LLC, a

Georgia limited liability company (together with its Subsidiaries, "CAPTIVA"),

and the members of Captiva set forth on the signature pages hereto (the "CAPTIVA

SIGNATORIES" and, together with the other members of Captiva, the "CAPTIVA

MEMBERS"). PBiz and Captiva shall be referred to collectively herein as the

"CONSTITUENT COMPANIES."

WHEREAS, the Captiva Signatories are the beneficial owners of the majority

of membership interests of Captiva and the Captiva Members own all of the

membership interests of Captiva;

WHEREAS, Captiva is engaged in the financial services business (the

"BUSINESS");

WHEREAS, the board of directors of PBiz, the board of managers of Captiva,

and the Captiva Signatories have determined that a business combination between

PBiz Sub and Captiva is advisable and in the best interests of their respective

companies and equity holders and presents an opportunity for their respective

companies to achieve long-term strategic and financial benefits;

WHEREAS, the controlling shareholder of PBiz has entered into a voting

agreement with Captiva to vote in favor of the Merger as of the date hereof;

WHEREAS, the Captiva Members and the board of directors of PBiz Sub have

approved the merger of Captiva with and into PBiz Sub (the "MERGER"), upon the

terms and subject to the conditions of this Agreement, whereby the issued and

outstanding membership interests of Captiva (the "CAPTIVA UNITS"), will be

converted into the right to receive such share of the Merger Consideration (as

defined below) as provided in this Agreement.

WHEREAS, PBiz, PBiz Sub, Captiva, and the Captiva Signatories desire to

make certain representations, warranties and agreements in connection with the

Merger and also to prescribe various conditions to the Merger.

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

warranties and agreements herein contained, the parties agree as follows:

ARTICLE I

THE MERGER

1.1 THE MERGER. Upon the terms and subject to the conditions hereof and

in accordance with the Tennessee Business Corporation Act (the "TBCA") and the

Georgia Limited Liability Company Act (the "GLLCA"), Captiva shall be merged

with and into PBiz Sub at the

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Effective Time. Following the Merger, the separate corporate existence of

Captiva shall cease and PBiz Sub shall continue as the surviving corporation

(the "SURVIVING CORPORATION") and shall succeed to and assume all the rights and

obligations of Captiva in accordance with the TBCA and the GLLCA.

1.2 EFFECTIVE TIME. As soon as practicable following the satisfaction or

waiver of the conditions set forth in Article VI, the Surviving Corporation

shall file the articles of merger required by the TBCA and the GLLCA (the

"ARTICLES OF MERGER") with respect to the Merger and other appropriate documents

executed in accordance with the relevant provisions of the TBCA and the GLLCA.

The Merger shall become effective at such time as the Articles of Merger are

duly filed with the Tennessee and Georgia Secretaries of State, or at such other

time as Captiva and PBiz shall agree should be specified in the Articles of

Merger (such time being the "EFFECTIVE TIME"). The closing of the Merger (the

"CLOSING") shall take place at the offices of PBiz's counsel within two (2)

business days following the date of the meeting of PBiz's shareholders to

approve the Merger (the "PBIZ SHAREHOLDERS MEETING"), or, if any of the

conditions set forth in Article VI have not been satisfied, then as soon as

practicable thereafter, or on such other date as PBiz and Captiva shall agree

(the "CLOSING DATE").

1.3 EFFECTS OF THE MERGER. The Merger shall have the effects set forth

in the TBCA and the GLLCA. If at any time after the Effective Time, the

Surviving Corporation shall consider or be advised that any further assignments

or assurances in law or otherwise are necessary or desirable to vest, perfect or

confirm, of record or otherwise, in the Surviving Corporation, all rights, title

and interests in all real estate and other property and all privileges, powers

and franchises of Captiva, the Surviving Corporation and its proper officers and

directors, in the name and on behalf of Captiva, shall execute and deliver all

such proper deeds, assignments and assurances in law and do all things necessary

and proper to vest, perfect or confirm title to such property or rights in the

Surviving Corporation and otherwise to carry out the purpose and intent of this

Agreement, and the proper officers and directors of the Surviving Corporation

are fully authorized in the name of PBiz Sub to take any and all such action.

1.4 CHARTER AND BYLAWS.

(a) The Charter of PBiz Sub, as in effect immediately prior to the

Effective Time and as set forth in Exhibit 1.4(a) hereto, shall be the Charter

of the Surviving Corporation until thereafter changed or amended as provided

therein or by applicable law.

(b) The bylaws of PBiz Sub, as in effect immediately prior to the

Effective Time and as set forth in Exhibit 1.4(b) hereto, shall be the Bylaws of

the Surviving Corporation until thereafter changed or amended as provided

therein or by applicable law.

effect immediately prior to the Effective Time shall become the board of

directors and proper officers of the Surviving Corporation, until thereafter

changed in accordance with applicable law.

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ARTICLE II

EFFECT OF THE MERGER ON THE CAPITAL STOCK

AND UNITS OF THE CONSTITUENT COMPANIES

2.1 EFFECT ON CAPITAL SECURITIES. As of the Effective Time, by virtue of

the Merger and without any action on the part of the holder of PBiz, PBiz Sub,

Captiva or the Captiva Members:

(a) Conversion of Securities.

(i) Each share of common stock, no par value, of PBiz Sub

issued and outstanding immediately prior to the Effective Time shall continue

without change and shall represent validly issued, fully paid and nonassessable

shares of common stock of the Surviving Corporation.

(ii) Each Captiva Unit issued and outstanding immediately

prior to the Effective Time, shall, by virtue of the Merger and without any

action on the part of the holder thereof, automatically be canceled and

extinguished and converted into the right to receive a portion of the Merger

Consideration (as defined below) as specified on Section 2.1(a)(ii) of the

Captiva Disclosure Schedule (as defined below).

(b) Merger Consideration. The merger consideration payable by PBiz

to the Captiva Members for their Captiva Units and in consideration for the

agreements contained herein, will be Seven Million Dollars ($7,000,000), payable

in cash and PBiz Common Stock (as defined below) and subject to adjustment as

described in Section 2.4, plus the Earnout Payment (as defined below)

(collectively referred to as the "MERGER CONSIDERATION"). The Merger

Consideration shall be subject to adjustment as set forth in this Agreement and

shall be payable to the Captiva Members in the following manner:

(i) Six Million Dollars ($6,000,000), subject to adjustment

as described in Section 2.4, in immediately available funds by wire transfer at

Closing; and

(ii) Seven Hundred and Fifty-Seven Thousand, Five Hundred and

Seventy-Six (757,576) shares (the "CLOSING DATE PBIZ SHARES") of PBiz common

stock, no par value (the "PBIZ COMMON STOCK"), payable at Closing; and

(iii) that number of shares of PBiz Common Stock (the "EARNOUT

PAYMENT") having an aggregate market value equal to ten percent (10%) of the

PBiz Acquired Revenues (as defined below). The term "PBIZ ACQUIRED REVENUES"

shall equal: (x) the average monthly revenue earned by the Acquired Businesses

(as defined below) for the months between: (A) the later to occur of January 1,

2006 and the date each such Acquired Business was acquired by PBiz; and (B)

December 31, 2006; multiplied by (y) twelve (12); provided that in no event

shall the PBiz Acquired Revenues exceed $16.0 million. The term "ACQUIRED

BUSINESS" shall mean any business entity (whether acquired through an

acquisition of equity or assets) that is acquired by PBiz (or any of its

Subsidiaries) during the twelve (12) month period following

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Closing. In addition to the foregoing, Acquired Business shall include the

businesses described in Exhibit 2.1(b)(iii) attached hereto. The Earnout Payment

shall be calculated upon completion of the audit of the consolidated financial

statements of PBiz for the fiscal year ending December 31, 2006 and, to the

extent earned, shall be delivered to the Captiva Members no later than the fifth

(5th) business day following the day on which PBiz files with the SEC (as

defined below) its annual report on Form 10-K for the fiscal year ended December

31, 2006. The Earnout Payment shall be based upon the average closing price per

share of the PBiz Common Stock on the Nasdaq SmallCap Market for the ten (10)

consecutive trading days ending two (2) trading days prior to the Execution

Date. G. Lynn Boggs is hereby duly appointed to act as the representative of the

Captiva Members with respect to the Earnout Payment (the "CAPTIVA DESIGNEE") and

has full power and authority to amend, modify or waive any provision of this

Agreement related to the Earnout and to take any and all other actions he deems

necessary or appropriate in that regard, all without further consent or

direction from, or notice to, the Captiva Members or any other party. The

Earnout Payment shall be subject to the following restrictions (and shall bear

restrictive legends corresponding thereto):

(A) with respect to one-third (1/3) of the Earnout

Payment, the Captiva Members shall not be restricted from the sale or transfer

of such shares except pursuant to restrictions on transfer pursuant to the

Securities Act of 1933, as amended (the "SECURITIES ACT"), and the Securities

Exchange Act of 1934, as amended (the "EXCHANGE ACT");

(B) with respect to one-third (1/3) of the Earnout

Payment, the Captiva Members shall not sell, give, encumber, pledge,

hypothecate, convey, assign or otherwise transfer, whether outright or as

security, inter vivos or testamentary, with or without consideration, voluntary

or involuntary, all or any part of any right, title or interest (including but

not limited to voting rights, by voting trust, grant of proxy or otherwise) in

or to any of such shares for a period of twelve (12) months following the

issuance of such shares, in addition to any restrictions on transfer pursuant to

the Securities Act and the Exchange Act; and

the Earnout Payment, the Captiva Members shall not sell, give, encumber, pledge,

hypothecate, convey, assign or otherwise transfer, whether outright or as

security, inter vivos or testamentary, with or without consideration, voluntary

or involuntary, all or any part of any right, title or interest (including but

not limited to voting rights, by voting trust, grant of proxy or otherwise) in

or to any of such shares for a period of twenty-four (24) months following the

issuance of such shares, in addition to any restrictions on transfer pursuant to

the Securities Act and the Exchange Act.

Common Stock shall be issued in the Merger. All fractional shares of PBiz Common

Stock that a Captiva Member would otherwise be entitled to receive as a result

of the Merger shall be rounded up to the next whole share.

2.2 EXCHANGE OF UNITS. The procedures for exchanging Captiva Units for

the Merger Consideration pursuant to the Merger are as follows:

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(a) Exchange Agent. PBiz shall act as exchange agent for the

purpose of effectuating the exchange of the Merger Consideration for the Captiva

Units that immediately prior to the Effective Time represented outstanding

Captiva Units, which were converted into the right to receive the Merger

Consideration.

(b) Exchange Procedures. At the Effective Time, PBiz shall deliver

the Merger Consideration (other than the Earnout Payment) to the Captiva Members

for exchange in accordance with the terms and conditions of this Agreement. At

the Effective Time, upon surrender to PBiz by each Captiva Member of all of the

Captiva Units owned by such Captiva Member, each Captiva Member shall be

entitled to immediately receive in exchange therefor the portion of the Merger

Consideration to which such Captiva Member is entitled pursuant to this

Agreement.

Consideration paid upon surrender of the Captiva Units in accordance with the

terms hereof shall be deemed to have been issued in full satisfaction of all

rights pertaining to the Captiva Units represented thereby (other than the

Earnout Payment).

2.3 CAPTIVA OPTIONS. Captiva shall cause all outstanding options,

warrants and rights to acquire Captiva Units, each of which is identified on

Section 3.1(b) of the Captiva Disclosure Schedule (the "CAPTIVA OPTIONS"), to be

exercised immediately prior to the Effective Time. The holders of the Captiva

Options (each a "CAPTIVA OPTION HOLDER") that exercise such Captiva Options

shall receive Captiva Units immediately prior to the Effective Time pursuant to

the terms of such Captiva Options. Any Captiva Options that are not exercised

prior to the Effective Time shall be terminated without consideration to such

Captiva Option Holder. The cashless exercise of the Captiva Options shall occur

immediately prior to Closing and will not affect the allocation of the Merger

Consideration, as Schedule 2.1(a)(ii) will reflect that exercise.

2.4 MERGER CONSIDERATION ADJUSTMENTS.

(a) Not later than five (5) business days prior to the Closing

Date, Captiva shall deliver to PBiz the most recently prepared month-end balance

sheet of Captiva and a good faith estimate (the "CLOSING ESTIMATE") of the

amounts of the following items as of the Closing Date: (i) the long-term debt of

Captiva on the Closing Date (the "LONG-TERM DEBT"); (ii) the capital leases of

Captiva on the Closing Date (the "CAPITAL LEASES"); and (iii) the aggregate

amount of trade payables and other short-term debt of Captiva on the Closing

Date (the "TRADE PAYABLES"), which aggregate amount of trade payables shall not

include (x) the legal fees incurred by Captiva in connection with the

Acquisition Targets prior to Closing described in Section 2.4(d) below, and (y)

Transaction-related expenses, including legal fees (which Transaction-related

expenses shall be paid by Captiva at or before Closing).

(b) At Closing, PBiz will pay in full the Long-Term Debt and the

Capital Leases, and the cash portion of the Merger Consideration shall be

reduced at Closing by the paid amounts.

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Closing Estimate exceeds Four Hundred Seventy Five Thousand Dollars ($475,000)

(the "TARGET TRADE PAYABLES"), then the cash portion of the Merger Consideration

shall be reduced at Closing by the difference between the Trade Payables shown

on the Closing Estimate and the Target Trade Payables.

(d) PBiz shall assume and pay at Closing up to One Hundred

Thousand Dollars ($100,000) in legal fees accrued by Captiva for work on or

after September 1, 2005 through the Closing Date in connection with its pursuit

of the Acquisition Targets; such amount shall not reduce the cash portion of the

Merger Consideration. In the event the legal fees of Captiva incurred between

September 1, 2005 and the Closing Date in connection with its pursuit of the

Acquisition Targets exceed One Hundred Thousand Dollars ($100,000), then PBiz

shall assume and pay at Closing the amount of such excess, and the cash portion

of the Merger Consideration shall be reduced by the amount of such excess.

(e) Within thirty (30) days after the Closing Date, PBiz will

prepare and deliver to the Captiva Designee a balance sheet setting forth the

actual Long-Term Debt, Capital Leases, and Trade Payables of Captiva as of the

Closing Date (the "Closing Date Balance Sheet"). If the Captiva Designee has any

objections to the Closing Date Balance Sheet, he shall notify PBiz in writing

within ten (10) days of receipt of the Closing Date Balance Sheet and deliver a

detailed written statement describing his objections. PBiz and the Captiva

Designee shall use their reasonable efforts to resolve any such objections

themselves. If PBiz and Captiva Designee cannot resolve any such objections

within thirty (30) days after PBiz receives Captiva Designee's statement of

objections, such dispute shall be referred to a mutually acceptable nationally

recognized accounting firm that has not performed services for PBiz or Captiva

within the preceding three years for conclusive and binding resolution. PBiz and

the Captiva Members shall each pay one-half of the fees and expenses of such

accounting firm.

(f)

(i) If the sum of Long-Term Debt, Capital Leases, and Trade

Payables shown on the Closing Date Balance Sheet is less than the Closing

Estimate, PBiz will pay the Captiva Members, pro rata according to the Captiva

Units held by each such Captiva Member at Closing, in cash an amount equal to

the amount by which the sum of such items as shown on the Closing Date Balance

Sheet is less than the Closing Estimate. PBiz shall make such payments to the

Captiva Members on a date not later than five (5) business days after the

earlier to occur of (A) the date that the Captiva Designee notifies PBiz that he

accepts the Closing Date Balance Sheet, (B) the expiration of the ten (10)

business day period specified in Section 2.4(e) above without objection by the

Captiva Designee, (C) the date that PBiz and the Captiva Designee finally

resolve any objections by the Captiva Designee, or (D) the conclusive and

binding resolution of the matter by a nationally recognized accounting firm as

provided in Section 2.4(e) above.

(ii) If the sum of Long-Term Debt, Capital Leases, and Trade

Payables shown on the Closing Date Balance Sheet exceeds the Closing Estimate,

the Captiva Members will pay PBiz in cash an amount equal to the amount by which

the sum of such items as shown

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on the Closing Date Balance Sheet exceeds the Closing Estimate. The Captiva

Members shall make such payments to PBiz, pro rata according to the Captiva

Units held by each such Captiva Member at Closing, on a date not later than ten

(10) business days after the earlier to occur of (A) the date that the Captiva

Designee notifies PBiz that he accepts the Closing Date Balance Sheet, (B) the

expiration of the ten (10) business day period specified in Section 2.4(e) above

without objection by the Captiva Designee, (C) the date that PBiz and the

Captiva Designee finally resolve any objections by the Captiva Designee, or (D)

the conclusive and binding resolution of the matter by a nationally recognized

accounting firm as provided in Section 2.4(e) above.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

3.1 REPRESENTATIONS AND WARRANTIES OF CAPTIVA AND THE CAPTIVA

SIGNATORIES. Captiva, and each of the Captiva Signatories (severally and not

jointly), represents and warrants to PBiz, as of the date hereof and as of the

Closing Date, subject to any matters disclosed in the Disclosure Schedule of

Captiva provided to PBiz on the date hereof (the "CAPTIVA DISCLOSURE SCHEDULE"),

and except as expressly contemplated by this Agreement:

(a) Organization; Standing and Power. Captiva is a limited

liability company duly organized, validly existing and in good standing under

the laws of the State of Georgia and has the requisite limited liability power

and authority to carry on its business as now being conducted. Captiva is duly

qualified to do business and is in good standing in each jurisdiction in which

the nature of its business or the ownership or leasing of its properties makes

such qualification necessary, other than in such jurisdictions where the failure

to be so qualified to do business or in good standing (individually or in the

aggregate) would not be reasonably likely to have, individually or in the

aggregate, a Material Adverse Effect on Captiva.

(b) Capital Structure. The Captiva Members are the record and

beneficial owners of all of the membership interests in Captiva. The issued and

outstanding membership interests of Captiva are as set forth in Section 3.1(b)

of the Captiva Disclosure Schedule. Except as set forth in Section 3.1(b) of the

Captiva Disclosure Schedule, there are no outstanding or authorized rights,

warrants, options, subscriptions, restricted units, convertible debt

instruments, option plans, agreements or commitments of any character giving any

Person any right to require Captiva to sell or issue any membership interests or

other securities nor does Captiva have any obligation of any nature to

repurchase any outstanding capital stock or other securities. All outstanding

membership interests of Captiva are validly issued, fully paid and nonassessable

and not subject to preemptive rights, and were not issued in violation of the

Securities Act, any preemptive rights or other preferential rights of

subscription or purchase. Captiva does not own, directly or indirectly, any

capital stock or other ownership interest in any Person.

limited liability company power and authority to enter into this Agreement and

to consummate the transactions contemplated hereby. The execution and delivery

of this Agreement by Captiva and the consummation by Captiva of the transactions

contemplated hereby have been duly authorized by

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all necessary limited liability company action on the part of Captiva. This

Agreement and other agreements and documents executed by Captiva in connection

herewith have been duly and validly executed and delivered by Captiva and

constitute valid and binding obligations of Captiva, enforceable against Captiva

in accordance with their respective terms, except that except that (i) such

enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium

or other similar laws or judicial decisions now or hereafter in effect relating

to creditors' rights generally, (ii) the remedy of specific performance and

injunctive relief may be subject to equitable defenses and to the discretion of

the court before which any proceeding therefor may be brought, and (iii) the

enforceability of any indemnification provision contained herein may be limited

by applicable federal or state securities laws. No consent, approval, order or

authorization of, or registration, declaration or filing with, any governmental

entity or other Person is required by or with respect to Captiva in connection

with the execution and delivery of this Agreement by Captiva or the consummation

by Captiva of the transactions contemplated hereby, except for the filing of the

Articles of Merger in the State of Georgia and appropriate documents with the

relevant authorities of other states in which Captiva is qualified to do

business.

(d) Captiva Financial Statements; Books and Records.

(i) Captiva has delivered to PBiz: (a) an audited

consolidated balance sheet of Total Bank Technology, LLC as at December 31,

2004, and the related audited consolidated statement of income, changes in

stockholders' equity, and cash flow for the fiscal year then ended (including

the notes thereto), together with the report thereon of Stockman, Kast, Ryan Co

LLP, independent certified public accountants (the "AUDITED FINANCIAL

STATEMENTS"), and (b) an unaudited consolidated balance sheet of Captiva as at

September 30, 2005 and the related pro forma unaudited consolidated statements

of income, changes in member's equity, and cash flow for the nine months then

ended, including the activities of Total Bank Technology, LLC from January 1,

2005 and the activities of Captiva from April 1, 2005 (the "INTERIM FINANCIAL

STATEMENTS" which, together with the Audited Financial Statements shall be

referred to as the "FINANCIAL STATEMENTS"). The Financial Statements have been

prepared in accordance with generally accepted accounting principles ("GAAP")

and fairly present the financial condition and the results of operations,

changes in stockholders'/members' equity, and cash flow of Captiva as at the

respective dates of and for the periods referred to in the Financial Statements,

subject, in the case of the Interim Financial Statements, to (x) normal

recurring year-end adjustments (the effect of which will not, individually or in

the aggregate, be materially adverse), (y) the absence of notes (that, if

presented, would not differ materially from those included in the consolidated

audited financial statements for the year ended December 31, 2004 other than to

reflect the acquisition by Captiva of the assets of Total Bank Technology, LLC

and related matters), and (z) the allocation of the purchase price of Total Bank

Technology, LLC and the related amortization, which has not been based on a

third party valuation and is subject to review or change based on such a review.

The Financial Statements reflect the consistent application of such accounting

principles throughout the periods involved. No financial statements of any

Person other than Captiva are required by GAAP to be included in the

consolidated financial statements of Captiva.

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(ii) The books of account, minute books, unit record books,

and other records of Captiva, all of which have been made available to PBiz, are

complete and correct in all material respects and have been maintained in

accordance with sound business practices, including the maintenance of an

adequate system of internal controls and procedures. Captiva maintains accurate

books and records reflecting its assets and liabilities and maintains proper and

adequate internal accounting controls which provide assurance that: (i)

transactions are executed with management's authorization, (ii) transactions are

recorded as necessary to permit preparation of the consolidated financial

statements of Captiva and to maintain accountability for Captiva's consolidated

assets, (iii) access to Captiva assets is permitted only in accordance with

management's authorization; (iv) the reporting of Captiva's assets is compared

with existing assets at regular intervals; and (v) accounts, notes and other

receivables and inventory are recorded accurately, and proper and adequate

procedures are implemented to effect the collection thereof on a current and

timely basis. The minute books of Captiva contain accurate and complete records

of all meetings held of, and limited liability company action taken by, the

members and the board of managers of Captiva, and no formal meeting of any such

members or board of managers has been held for which minutes have not been

prepared and are not contained in such minute books. The board of managers of

Captiva has not formed any committees. At the Closing, all of those books and

records will be in the possession of Captiva.

(e) Captiva Material Contracts. Section 3.1(e) of the Captiva

Disclosure Schedule lists all written contracts, agreements, leases, instruments

or legally binding contractual commitments ("CONTRACTS") that are of a type

described below (collectively, the "CAPTIVA MATERIAL CONTRACTS") as of the date

of this Agreement:

(i) Any Contract between Captiva and a customer of Captiva

or between Captiva and any entity that has purchased goods or services from

Captiva in excess of $25,000 or more in 2005 to date;

(ii) any Contract requiring aggregate future payments by or

to Captiva in excess of $25,000;

(iii) any Contract relating to the borrowing of money or

guaranty of indebtedness to which Captiva is a party;

(iv) any collective bargaining or other arrangement with any

labor union to which Captiva is a party;

(v) any Contract to which Captiva is a party granting a

first refusal, first offer or similar preferential right to purchase or acquire

any of the equity interests or assets of Captiva;

(vi) any Contract limiting, restricting or prohibiting

Captiva from conducting business anywhere in the United States or elsewhere in

the world or any Contract limiting the freedom of Captiva to engage in any line

of business or to compete with any other Person;

<PAGE>

(vii) any joint venture, partnership, limited liability

company or similar Contract to which Captiva is a party; and

(viii) any employment Contract (whether written or oral and

other than employment agreements which are terminable at will and upon

termination are without penalty or severance obligation), severance agreement or

other similar binding agreement or policy with any employee of Captiva.

Captiva has made available to PBiz a true and complete copy of each

written Captiva Material Contract (and a written description of each oral

Captiva Material Contract), including all material amendments or other

modifications thereto. Each Captiva Material Contract is a valid and legally

binding obligation of Captiva, enforceable against Captiva in accordance with

its terms, subject only to bankruptcy, reorganization, receivership or other

laws affecting creditors' rights generally and general principles of equity

(whether applied in an action at law or in equity), provided that no

representation or warranty is made herein with respect to the enforceability of

agreements restricting competition or the solicitation of customers or

employees. Captiva and, to the Actual Knowledge of Captiva and the Captiva

Signatories, the other parties thereto, are in substantial compliance with all

obligations required to be performed by them under the Captiva Material

Contracts, and Captiva is not in breach or default thereunder in any material

respect. Except as shown on Section 3.1(e) of the Captiva Disclosure Schedule,

the consummation of the transactions contemplated by this Agreement will not

conflict with or result in any breach of or constitute a default of Captiva

under any Captiva Material Contract (assuming the repayment at Closing of

certain Captiva obligations as provided for elsewhere in this Agreement).

(f) Absence of Certain Changes or Events. Except as shown on

Section 3.1(f) of the Captiva Disclosure Schedule, since June 1, 2005, the date

that Captiva acquired the assets of Total Bank Technology, LLC, Captiva has

conducted its business only in the ordinary course consistent with past

practice, and there has not been (i) as of the date hereof, any matter that is

reasonably likely to have, individually or in the aggregate, a Material Adverse

Effect with respect to Captiva; (ii) any declaration, setting aside or payment

(as a dividend or otherwise) (whether in cash, stock or property) with respect

to any of the equity interests in Captiva; (iii) (A) any granting by Captiva to

any executive officer of Captiva of any increase in compensation, (B) any

granting by Captiva to any such executive officer of any increase in severance

or termination pay, or (C) any entry by Captiva into any employment, severance

or termination agreement with any such executive officer; (iv) any amendment of

any material term of any outstanding equity security of Captiva (other than the

one-for-8 forward split of the units of membership interest of Captiva effected

on August 5, 2005); (v) any repurchase, redemption or other acquisition by

Captiva of any outstanding equity securities of, or other ownership interests

in, Captiva; (vi) any material damage, destruction or other property loss,

whether or not covered by insurance; or (vii) any change in accounting methods,

principles or practices by Captiva materially affecting its assets, liabilities

or business.

(g) Litigation.

<PAGE>

(i) Except as set forth in Section 3.1(g) of the Captiva

Disclosure Schedule, as of the date of this Agreement, there is no pending

action, arbitration, audit, claim, hearing, investigation, litigation, or suit

(whether civil, criminal, administrative, investigative, or informal) commenced,

brought, conducted, or heard by or before, or otherwise involving, any

governmental body or arbitrator (a "PROCEEDING"):

(A) that has been commenced by or against Captiva or

that otherwise relates to or may affect the business of, or any of the assets

owned or used by, Captiva; or

(B) that challenges, or that may have the effect of

preventing, delaying, making illegal, or otherwise interfering with, the Merger.

To the Knowledge of Captiva and the Captiva Signatories, (1)

no such Proceeding has been threatened in writing, and (2) no event has occurred

or circumstance exists that may give rise to or serve as a basis for the

commencement of any such Proceeding. Captiva has delivered to PBiz copies of all

pleadings, correspondence, and other documents relating to each Proceeding

listed in Section 3.1(g) of the Captiva Disclosure Schedule. The Proceedings

listed in Section 3.1(g) of the Captiva Disclosure Schedule will not have a

Material Adverse Effect on the business, operations, assets, condition, or

prospects of Captiva.

(ii) Except as set forth in Section 3.1(g) of the Captiva

Disclosure Schedule:

(A) there is no award, decision, injunction, judgment,

order, ruling, subpoena, or verdict entered, issued, made, or rendered by any

court, administrative agency, or other governmental body or by any arbitrator

(an "ORDER") to which Captiva, or any of the assets owned or used by Captiva, is

subject;

(B) none of the Captiva Signatories is subject to any

Order that relates to the business of, or any of the assets owned or used by,

Captiva; and

Captiva and the Captiva Signatories (and expressly subject to Section 3.1(y)

with respect to each of the Captiva Signatories), no officer, manager, agent, or

employee of Captiva is subject to any Order that prohibits such officer,

manager, agent, or employee from engaging in or continuing any conduct,

activity, or practice relating to the business of Captiva.

(D) Captiva is, and at all times has been, in full

compliance with all of the terms and requirements of each Order to which it, or

any of the assets owned or used by it, is or has been subject;

(E) no event has occurred or circumstance exists that

may constitute or result in (with or without notice or lapse of time) a

violation of or failure to comply with any term or requirement of any Order to

which Captiva, or any of the assets owned or used by Captiva, is subject; and

<PAGE>

(F) Captiva has not received any notice or other

communication from any governmental body or any other Person regarding any

actual, alleged, possible, or potential violation of, or failure to comply with,

any term or requirement of any Order to which Captiva, or any of the assets

owned or used by Captiva, is or has been subject.

(h) Tax Matters.

(i) As used herein, "TAX" or "TAXES" means any federal,

state, local, or foreign income, gross receipts, license, payroll, employment,

excise, severance, stamp, occupation, premium, windfall profits, environmental

(including taxes under section 59A of the Internal Revenue Code of 1986, as

amended (the "CODE")), customs duties, capital stock, franchise, profits,

withholding, social security (or similar), unemployment, disability, real

property, personal property, sales, use, transfer, registration, value added,

alternative or add-on minimum, estimated, or other tax of any kind whatsoever,

whether computed on a separate or consolidated, unitary or combined basis or in

any other manner, including any interest, penalty, or addition thereto, whether

disputed or not and including any obligation to indemnify or otherwise assume or

succeed to the Tax liability of any other person. "TAX RETURN" means any return,

declaration, report, claim for refund, or information return or statement

relating to Taxes, including any schedule or attachment thereto, and including

any amendment thereof.

(ii) Captiva has timely filed all Tax Returns that it was

required to file. All such Tax Returns were correct and complete in all respects

and were prepared in substantial compliance with all applicable laws and

regulations. All Taxes owed by Captiva (whether or not shown or required to be

shown on any Tax Return) have been paid. Captiva currently is not the

beneficiary of any extension of time within which to file any Tax Return. No

claim has ever been made by an authority in a jurisdiction where Captiva does

not file Tax Returns that Captiva is or may be subject to taxation by that

jurisdiction. There are no liens on any of the assets of Captiva that arose in

connection with any failure (or alleged failure) to pay any Tax.

(iii) Captiva has withheld and paid all Taxes required to have

been withheld and paid in connection with any amounts paid or owing to any

employee, independent contractor, creditor, member, or other third party, and

all Forms W-2 and 1099 required with respect thereto have been properly

completed and timely filed.

(iv) There is no dispute or claim concerning any Tax

liability of Captiva either (A) claimed or raised by any authority in writing or

(B) as to which any manager or officer of Captiva has Knowledge based upon

personal contact with any agent of such authority.

(v) Section 3.1(h) of the Captiva Disclosure Schedule (a)

lists all federal, state, local, and foreign income Tax Returns filed with

respect to Captiva for all periods, (b) indicates those Tax Returns that have

been audited, and (c) indicates those Tax Returns that currently are the subject

of audit. Correct and complete copies of all income Tax Returns, examination

reports, and statements of deficiencies assessed against or agreed to by Captiva

for all periods have been delivered to PBiz.

<PAGE>

(vi) Captiva has not waived any statute of limitations in

respect of Taxes or agreed to any extension of time with respect to a Tax

assessment or deficiency.

(vii) The unpaid Taxes of Captiva (a) did not, as of the most

recent fiscal month end, exceed the reserve for Tax liability (rather than any

reserve for deferred Taxes established to reflect timing differences between

book and Tax income) set forth on the face of the balance sheet (rather than in

any notes thereto) contained in the most recent Interim Financial Statements and

(b) do not exceed that reserve as adjusted for the passage of time through the

Closing Date in accordance with the past custom and practice of Captiva in

filing its Tax Returns.

(viii) Captiva is not a party to an agreement, contract,

arrangement or plan that has resulted in or could result in, separately or in

the aggregate, an obligation to make a payment that is not deductible under Code

sections 280G or 162(m) or any corresponding provision of state, local or

foreign law. Captiva has disclosed on its federal income Tax Returns all

positions taken therein that could give rise to a substantial understatement of

federal income Tax within the meaning of Code section 6662. Captiva has not been

a United States real property holding corporation within the meaning of Code

section 897(c)(2) during the applicable period specified in Code section

897(c)(1)(A)(ii). Captiva is not a party to any Tax allocation or sharing

agreement. Captiva (A) has not been a member of an affiliated group filing a

consolidated federal income Tax Return and (B) has no liability for the Taxes of

any person under United States Treasury Regulation section 1.1502-6 (or any

similar provision of state, local, or foreign law), as a transferee or

successor, by contract, or otherwise.

(i) Compliance with Laws. Captiva holds all permits, licenses,

variances, exemptions, orders, franchises and approvals of all governmental

entities (the "CAPTIVA PERMITS") that are required for the conduct of its

business as presently conducted, except where the failure to obtain and hold the

same would not, in the aggregate, have a Material Adverse Effect. Captiva is in

compliance in all material respects with the terms of the Captiva Permits.

Captiva has not materially violated or materially failed to comply with, nor has

it received any written notice of any alleged material violation of or material

failure to comply with, any statute, law, ordinance, regulation, rule, permit or

order of any governmental entity, any arbitration award or any judgment, decree

or order of any court or other governmental entity, applicable to Captiva or its

business, assets or operations.

(j) Intellectual Property and Software.

(i) Section 3.1(j) of the Captiva Disclosure Schedule

accurately identifies the following information:

(A) Section 3.1(j)(i)(A) of the Captiva Disclosure

Schedule accurately identifies and describes each product or service currently

marketed, licensed or sold by Captiva, including any product or service

currently under development by Captiva and each contract or license pursuant to

which Captiva markets, licenses or sells the products or services of a third

party.

<PAGE>

(B) Captiva has no Registered IP.

Schedule accurately identifies (1) all Intellectual Property Rights or

Intellectual Property licensed to Captiva (other than any non-customized

software that (x) is so licensed solely in executable or object code form

pursuant to a nonexclusive, internal use software license, (y) is not

incorporated into, or used directly in the development, manufacturing or

distribution of, the products or services of Captiva and (z) is generally

available on standard terms for less than $10,000), and (2) the corresponding

Contract or Contracts pursuant to which such Intellectual Property Rights or

Intellectual Property is licensed to Captiva.

(D) Section 3.1(j)(i)(D) of the Captiva Disclosure

Schedule accurately identifies each Contract pursuant to which any Person has

been granted any license under, or otherwise has received or acquired any right

(whether or not currently exercisable) or interest in, any Captiva IP. Captiva

is not bound by, and no Captiva IP is subject to, any Contract containing any

covenant or other provision that in any way limits or restricts the ability of

Captiva to use, exploit, assert, or enforce any Captiva IP anywhere in the

world. Captiva has no distributor or reseller agreements.

(ii) Except as described in Section 3.1(j)(ii) of the

Captiva Disclosure Schedule, Captiva exclusively owns all right,

title, and interest to and in the Captiva IP (other than

Intellectual Property Rights licensed to Captiva, as identified in

Section 3.1(j)(i)(C) of the Captiva Disclosure Schedule) free and

clear of any encumbrances (other than licenses granted pursuant to

the Contracts listed in Section 3.1(j)(i)(D) of the Captiva

Disclosure Schedule). Without limiting the generality of the

foregoing:

(A) Each Person who is a current employee or

contractor of Captiva and who is involved in the creation or development of any

Captiva IP either: (i) was an employee of Captiva or the predecessor owners of

the Captiva IP acting within the scope of his or her employment or (ii) has

signed a valid, enforceable agreement containing an effective "work for hire"

provision or an assignment of Intellectual Property Rights to Captiva and

confidentiality provisions protecting the Captiva IP. Except as set forth in

Section 3.1(j)(ii) of the Captiva Disclosure Schedule, no current or former

member, officer, director, or employee of Captiva or the predecessor owners of

the Captiva IP has any claim, right (whether or not currently exercisable) or

interest to or in any accounting right, royalty right, or other economic right

or interest in Captiva's current use of the Captiva IP.

(B) To the Knowledge of Captiva and the Captiva

Signatories, no funding, facilities or personnel of any governmental body were

used, directly or indirectly, to develop or create, in whole or in part, any

Captiva IP.

Intellectual Property and/or Intellectual Property Rights used to conduct the

business of Captiva as currently conducted and presently planned by Captiva to

be conducted.

<PAGE>

(iii) All Captiva IP is enforceable; provided, however, that

with respect to the unregistered common law trademark "Total Bank

System" may be subject to the rights of prior users. Without

limiting the generality of the foregoing:

(A) Except as set forth on Section 3.1(j)(ii) of the

Captiva Disclosure Schedule, neither Captiva nor any predecessor owners of the

Captiva IP has assigned or otherwise transferred ownership of, or agreed to

assign or otherwise transfer ownership of, any Captiva IP to any other Person.

(B) To the Knowledge of Captiva and the Captiva

Signatories, there is no basis for a claim that any Captiva IP is invalid or

unenforceable.

(iv) To the Knowledge of Captiva and the Captiva Signatories,

no Person has infringed, misappropriated, or otherwise violated, and no Person

is currently infringing, misappropriating, or otherwise violating, any Captiva

IP. Section 3.1(j)(iv) of the Captiva Disclosure Schedule accurately identifies

(and Captiva has provided to PBiz a complete and accurate copy of) each letter

or other written or electronic communication or correspondence that has been

sent or otherwise delivered by or to Captiva or any representative of any of

Captiva regarding any actual, alleged, or suspected infringement or

misappropriation of any Captiva IP, and provides a brief description of the

current status of the matter referred to in such letter, communication or

correspondence.

(v) Neither the execution, delivery or performance of this

Agreement nor the consummation of any of the transactions contemplated by this

Agreement will, with or without notice or the lapse of time, result in or give

any other Person the right or option to cause or declare (i) a loss of, or

encumbrance on, any Captiva IP, (ii) a breach of any Contract listed or required

to be listed in Section 3.1(j) of the Captiva Disclosure Schedule, (iii) the

release, disclosure or delivery of any Captiva IP by or to any escrow agent or

other Person or (iv) the grant, assignment or transfer to any other Person of

any license or other right or interest under, to or in any of the Captiva IP.

(vi) The Captiva IP does not infringe (directly,

contributorily, by inducement or otherwise), misappropriate or otherwise violate

any Intellectual Property or Intellectual Property Right of any other Person

that is not a patent right or a trademark right. To the Actual Knowledge of

Captiva and the Captiva Signatories, the Captiva IP does not infringe (directly,

contributorily, by inducement or otherwise), misappropriate or otherwise violate

any patent right or trademark right of any other Person. Without limiting the

generality of the foregoing:

(A) No infringement, misappropriation or similar claim

or Proceeding is pending or, to the Knowledge of Captiva and the Captiva

Signatories, has been threatened against Captiva or against any other Person who

may be entitled to be indemnified, defended, held harmless or reimbursed by

Captiva with respect to such claim or Proceeding. Except as set forth in any

Contract listed in Section 3.1(j)(i)(D) of the Captiva Disclosure Schedule,

Captiva is not bound by any Contract to indemnify, defend, hold harmless or

reimburse any other Person with respect to any intellectual property

infringement,

<PAGE>

misappropriation or similar claim. Except as set forth in any Contract listed in

Section 3.1(j)(i)(D) of the Captiva Disclosure Schedule, Captiva is not

obligated to discharge or otherwise take responsibility for, any existing or

potential liability or another Person for infringement, misappropriation or

violation of any Intellectual Property or Intellectual Property Right.

(B) To the Knowledge of Captiva and the Captiva

Signatories no claim or proceeding involving any Intellectual Property or

Intellectual Property Right licensed to Captiva and required to be listed in

Section 3.1(j) of the Captiva Disclosure Schedule is pending or has been

threatened, except for any such claim or Proceeding that, if adversely

determined, would not adversely affect (1) the use or exploitation of such

Intellectual Property or Intellectual Property Right by Captiva or (2) the

distribution or sale of any product or service being developed, offered,

distributed or sold by Captiva.

(vii) To the Knowledge of Captiva and the Captiva Signatories,

except as set forth in Section 3.1(j)(vii) of the Captiva Disclosure

Schedule, neither the current production version of the Total Bank

System (TBS2000) nor any of its components (collectively, the

"Captiva Software"):

(A) (1) Contains any bug, defect or error (including

any bug, defect or error relating to or resulting from the display,

manipulation, processing, storage, transmission or use of date data) that

materially and adversely affects the use, functionality or performance of the

Captiva Software or any product or system containing or used in conjunction with

such Captiva Software to the extent that any customer of Captiva would be

prevented from using each feature and function of the Captiva Software in the

ordinary course of its business or (2) except as specified in the complete and

accurate list (which list has been previously provided by Captiva to PBiz) of

all known bugs, defects, or errors in the current version of the Captiva

Software, known as TBS2000, fails to comply with any applicable warranty or

other contractual commitment relating to the use, functionality or performance

of such software or any product or system containing or used in conjunction with

such Captiva Software. The new version of Captiva's Software, known internally

as "Retriever," is currently in Beta testing and has not yet completed quality

and assurance testing. Captiva has provided PBiz with an up to date list of

issues, bugs and errors to the Knowledge of Captiva and the Captiva Signatories

and future development plans with regard to Retriever, with the understanding

that additional issues will be identified as Beta testing and quality and

assurance testing are completed.

(B) Contains any "back door," "drop dead device,"

"time bomb," "Trojan horse," "virus" or "worm" (as such terms are commonly

understood in the software industry) or any other code designed or intended to

have, or to be capable of performing, any of the following functions: (1)

disrupting, disabling, harming or otherwise impeding in any manner the operation

of, or providing unauthorized access to, a computer system or network or other

device on which such code is stored or installed or (2) damaging or destroying

any data or file without the user's consent.

or condition (including any obligation or condition under any "open source"

license such as the GNU Public

<PAGE>

License, Lesser GNU Public License or Mozilla Public License) that (1) would

require, or would condition the use or distribution of such Captiva Software on,

the disclosure, licensing or distribution of any source code for any portion of

such Captiva Software or (2) would otherwise impose any limitation, restriction

or condition on the right or ability of Captiva to use or distribute any Captiva

Software.

(viii) Except as disclosed in Section 3.1(j) of the Captiva

Disclosure Schedule, no source code for any Captiva Software has been delivered,

licensed or made available to any escrow agent or other Person who is not, as of

the date of this Agreement, an employee of Captiva. Except as disclosed in

Section 3.1(j)(ii) of the Captiva Disclosure Schedule, Captiva has no duty or

obligation (whether present, contingent or otherwise) to deliver, license or

make available the source code for any Captiva Software to any escrow agent or

other Person who is not, as of the date of this Agreement, an employee of

Captiva. To the Knowledge of Captiva and the Captiva Signatories, no event has

occurred, and no circumstance or condition exists, that (with or without notice

or lapse of time) will, or could reasonably be expected to, result in the

delivery, license or disclosure of any source code for any Captiva Software to

any other Person who is not, as of the date of this Agreement, an employee of

Captiva.

(k) Employee Benefit Matters.

(i) Section 3.1(k) of the Disclosure Schedule lists each

Employee Benefit Plan that is maintained by Captiva, to which Captiva

contributes or has any obligation to contribute, or with respect to which

Captiva has any liability. As used herein, "EMPLOYEE BENEFIT PLAN" means any

"employee benefit plan" (as such term is defined in section 3(3) of the Employee

Retirement Income Security Act of 1874, as amended ("ERISA")) and any other

employee benefit plan, program or arrangement of any kind.

(ii) Each such Employee Benefit Plan (and each related trust,

insurance contract, or fund) has been maintained, funded and administered in

accordance with the terms of such Employee Benefit Plan and the terms of any

applicable collective bargaining agreement and complies in form and in operation

in all material respects with the applicable requirements of ERISA, the Code,

and other applicable laws.

(iii) All required reports and descriptions (including Form

5500 annual reports, summary annual reports, and summary plan descriptions) have

been timely filed and/or distributed in accordance with the applicable

requirements of ERISA and the Code with respect to each such Employee Benefit

Plan. The requirements of Part 6 of Subtitle B of Title I of ERISA and Code

section 4980B and of any similar state law ("COBRA") have been met with respect

to each such Employee Benefit Plan and each Employee Benefit Plan maintained by

any entity that is treated as a single employer with Captiva for purposes of

Code section 414 (an "ERISA Affiliate") that is an "Employee Welfare Benefit

Plan" (as defined in ERISA section 3(1)) subject to COBRA.

(iv) All contributions (including all employer contributions

and employee salary reduction contributions) that are due have been made within

the time periods prescribed by ERISA and the Code to each such Employee Benefit

Plan that is an "Employee

<PAGE>

Pension Benefit Plan" (as defined in ERISA section 3(2)) and all contributions

for any period ending on or before the Closing Date that are not yet due have

been made to each such Employee Pension Benefit Plan or accrued in accordance

with the past custom and practice of Captiva. All premiums or other payments for

all periods ending on or before the Closing Date have been paid with respect to

each such Employee Benefit Plan that is an Employee Welfare Benefit Plan.

(v) Each such Employee Benefit Plan that is intended to meet

the requirements of a "qualified plan" under Code section 401(a) has received a

determination from the Internal Revenue Service that such Employee Benefit Plan

is so qualified, and nothing material has occurred since the date of such

determination that could adversely affect the qualified status of any such

Employee Benefit Plan. All such Employee Benefit Plans have been or will be

timely amended for the requirements of the Tax legislation commonly known as

"GUST" and "EGTRRA" and have been or will be submitted to the Internal Revenue

Service for a favorable determination letter on the GUST requirements within the

remedial amendment period prescribed by GUST.

(vi) There have been no "prohibited transactions" (within the

meaning of ERISA section 406 or Code section 4975" with respect to any such

Employee Benefit Plan or any Employee Benefit Plan maintained by an ERISA

Affiliate. No "fiduciary" as defined in ERISA section 3(21) has any material

liability for breach of fiduciary duty or any other failure to act or comply in

connection with the administration or investment of the assets of any such

Employee Benefit Plan. No action, suit, proceeding, hearing, or investigation

with respect to the administration or the investment of the assets of any such

Employee Benefit Plan (other than routine claims for benefits) is pending or

threatened. The Captiva Signatories have no Knowledge of any basis for any such

action, suit, proceeding, hearing, or investigation.

(vii) Correct and complete copies of the plan documents and

summary plan descriptions, the most recent determination letter received from

the Internal Revenue Service, the most recent annual report (Form 5500, with all

applicable attachments), and all related trust agreements, insurance contracts,

and other funding arrangements that implement each such Employee Benefit Plan

have been delivered to PBiz.

(viii) Neither Captiva nor any ERISA Affiliate contributes to,

has any obligation to contribute to, or has any liability under or with respect

to any Employee Pension Benefit Plan that is a "defined benefit plan" (as

defined in ERISA section 3(35)). No asset of any of Captiva is subject to any

lien under ERISA or the Code.

(ix) Neither Captiva nor any ERISA Affiliate contributes to,

has any obligation to contribute to, or has any liability (including withdrawal

liability as defined in ERISA section 4201) under or with respect to any

"Multiemployer Plan" as defined in ERISA section 3(37).

(x) Captiva does not maintain, contribute to or have an

obligation to contribute to, nor does it have any liability with respect to, any

Employee Welfare Benefit Plan providing health or life insurance or other

welfare-type benefits for current or future retired or

<PAGE>

terminated managers, officers or employees (or any spouse or other dependent

thereof) of Captiva or of any other person other than in accordance with COBRA.

(xi) Deferred Compensation. Except (i) as otherwise disclosed

pursuant to Section 3.1(k) or the Disclosure Schedule, (ii) for Capitva's usual

and customary payroll-related practices or policies, (iii) for the "Deferred

Compensation" (as defined below) due from Captiva to G. Lynn Boggs in the amount

of Twenty Five Thousand Dollars ($25,000) per month (plus applicable Taxes

associated therewith) from the period of April 1, 2005 through the Closing Date,

which amount shall not exceed Three Hundred Thousand Dollars ($300,000) in the

aggregate (the "BOGGS DEFERRED COMPENSATION") and (iv) for the Captiva Options,

Captiva does not owe Deferred Compensation to any Person. "Deferred

Compensation" means any payment that is compensatory in nature that is postponed

or otherwise deferred to a future date.

(l) Labor Matters. Section 3.1(l) of the Captiva Disclosure

Schedule sets forth as of the date of this Agreement a list of all current

employees of Captiva, their base salary and target bonuses (if applicable) for

fiscal year 2005, and their vesting with respect to the Captiva Benefit Plans.

With respect to employees of Captiva:

(i) Captiva is and has been since inception in substantial

compliance with all applicable laws governing employment and employment

practices, terms and conditions of employment and wages and hours, including

without limitation the Family and Medical Leave Act, laws governing labor

relations and any such laws respecting employment discrimination, and has not

engaged in any unfair labor practice.

(ii) There is no unfair labor practice charge, Proceeding,

governmental investigation, citation or action of any kind pending or, to the

Knowledge of Captiva and the Captiva Signatories, proposed or threatened against

Captiva relating to employment, employment practices, terms and conditions of

employment or wages and hours.

(iii) Captiva does not have a collective bargaining

relationship or duty to bargain with any labor union or organization, and has

not recognized any labor union or organization as the collective bargaining

representative of any of its employees relating to the business of Captiva, and

neither Captiva nor the Captiva Signatories have any Knowledge of any union

organizing activity during the past year.

(m) No Undisclosed Liabilities. Captiva does not have any material

liabilities or obligations of any nature (whether known or unknown, whether

asserted or unasserted, whether absolute or contingent, whether accrued or

unaccrued, whether determined or determinable, whether liquidated or

unliquidated and whether due or to become due, including any liability for

Taxes) other than: (i) such liabilities or obligations that have been

specifically disclosed or provided in the Financial Statements; (ii) liabilities

or obligations incurred after September 30, 2005, in the ordinary course of

business consistent with past practice; and (iii) liabilities or obligations

under this Agreement or incurred in connection with the transactions

contemplated hereby.

<PAGE>

(n) Insurance. Section 3.1(n) of the Captiva Disclosure Schedule

describes all material insurance policies of Captiva (the "CAPTIVA INSURANCE

POLICIES"). Complete and accurate copies of all the Captiva Insurance Policies

and endorsements thereto have been provided to PBiz. Each Captiva Insurance

Policy is in full force and effect and is valid, outstanding and enforceable,

subject to applicable bankruptcy, insolvency, reorganization or other laws

affecting the enforcement of creditor's rights generally and ge

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