ASSET PURCHASE AGREEMENT

Exhibit 2.3

ASSET PURCHASE AGREEMENT

dated as of

September 13, 2006

by and between

BATTLEFIELD INSURANCE AGENCY, INC.,

NORTHERN VIRGINIA INSURANCE AGENCY, INC.,

OSWALD H. SKEWES, JR.

and

ALLIANCE/BATTLEFIELD INSURANCE AGENCY, LLC

TABLE OF CONTENTS

Schedules

Exhibits

Asset Purchase Agreement

     This ASSET PURCHASE AGREEMENT (“ Agreement ”) is made as of September 13, 2006, by Alliance/Battlefield Insurance Agency, LLC , a Virginia limited liability company (the “ Buyer ”), BATTLEFIELD INSURANCE AGENCY, INC., a Virginia corporation (“ BIA ”), NORTHERN VIRGINIA INSURANCE AGENCY, INC., a Virginia corporation (“ NVIA ” and, together with BIA, the “ Company ”) and Oswald H. Skewes, Jr. (“ Skewes ”).

RECITALS

WHEREAS, Skewes is President of and majority stockholder of each of BIA and NVIA; and

     WHEREAS, BIA and NVIA desire to sell, and the Buyer desires to purchase, the Acquired Assets (as defined below), for the consideration and on the terms set forth in this Agreement.

AGREEMENT

     The parties, intending to be legally bound, agree as follows:

     1.  Definitions . For purposes of this Agreement, the following terms have the meanings specified or referred to in this Section 1:

           “ 2007 Supplemental Earnout ” has the meaning set forth in Section 2.7(b)(i).

           “ 2007 Supplemental Earnout Target ” has the meaning set forth in Section 2.7(b)(i).

           “ 2008 Supplemental Earnout ” has the meaning set forth in Section 2.7(b)(ii).

           “ 2008 Supplemental Earnout Target ” has the meaning set forth in Section 2.7(b)(ii).

           “ 2009 Supplemental Earnout ” has the meaning set forth in Section 2.7(b)(iii).

           “ 2009 Supplemental Earnout Target ” has the meaning set forth in Section 2.7(b)(iii).

           “ Accountants ” has the meaning set forth in Section 2.6(a).

           “ Accounts Receivable ” means all trade Accounts Receivable and other rights to payment from customers of the Company and the full benefit of all security for such accounts or rights to payment, including all trade Accounts Receivable representing amounts receivable in respect of products sold or services rendered to customers of the Company, (b) all other Accounts Receivable of the Company and full benefit of all security for such accounts and (c) any claim, remedy or any other right related to any of the foregoing.

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

           “ Adjustment Amount ” has the meaning set forth in Section 2.6(b).

           “ Agreement ” has the meaning set forth in the Recitals of this Agreement.

          “ AIA ” means Alliance Insurance Agency, Inc.

           “ Assigned Contracts ” has the meaning set forth in Section 2.1.

           “ Assumed Liabilities ” has the meaning set forth in Section 2.2.

           “ Balance Sheet ” means the balance sheet of the Company as of May 31, 2006 including the notes thereto, attached hereto as Exhibit 1.

          “ BIA ” has the meaning set forth in the Recitals of this Agreement.

          “ Business ” means the insurance agency, third party administration, brokerage and risk management (including loss control) and consulting business operated by the Company as of the date hereof.

           “ Buyer ” has the meaning set forth in the Recitals of this Agreement.

           “ Buyer Claim ” has the meaning set forth in Section 10.1(b).

           “ Buyer Indemnified Parties ” has the meaning set forth in Section 10.1(a).

           “ Buyer’s Adjustment List ” has the meaning set forth in Section 2.6(a).

           “ Buyer’s Closing Documents ” has the meaning set forth in Section 4.2(a).

           “ Change of Control ” has the meaning set forth in Section 2.8(b).

           “ Closing ” has the meaning set forth in Section 2.4.

           “ Closing Date ” means the date and time as of which the Closing actually takes place.

           “ Closing Payment ” has the meaning set forth in Section 2.3(a).

           “ Company ” has the meaning set forth in the Recitals of this Agreement.

           “ Company Contract ” means any Contract to which the Company is subject or bound.

           “ Company Claim ” has the meaning set forth in Section 10.2(b).

           “ Company Indemnified Parties ” has the meaning set forth in Section 10.2(a).

           “ Company Intellectual Property ” has the meaning set forth in Section 3.18(a).

           “ Company’s Closing Documents ” has the meaning set forth in Section 3.2(a).

          “ Company’s Insurance Policies ” has the meaning set forth in Section 3.16(b) .

           “ Confidentiality Agreement ” has the meaning set forth in Section 12.5.

           “ Consent ” means any approval, consent, ratification, waiver, or other authorization (including any Governmental Authorization).

           “ Contemplated Transactions ” means all of the transactions contemplated by this Agreement, the Buyer’s Closing Documents and the Company’s Closing Documents, including:

               (a) the sale of the Acquired Assets by the Company to the Buyer;

               (b) the assignment of the Assigned Contracts by the Company to the Buyer;

               (c) the assumption of the Assumed Liabilities by the Buyer;

               (d) the execution, delivery, and performance of the Skewes Employment Agreement;

               (e) the execution, delivery and performance of the Producer Agreements;

               (f) the execution, delivery and performance of the Nondisclosure Agreements;

               (g) the amendment of the Independent Contractor Agreements; and

               (h) the performance by the Buyer and the Company of their respective covenants and obligations under this Agreement, the Buyer’s Closing Documents and the Company’s Closing Documents.

           “ Contract ” means any agreement, contract, obligation, promise, arrangement or undertaking (whether written or oral and whether express or implied) that is legally binding.

           “ Damages ” has the meaning set forth in Section 10.1(a).

           “ Deferred Payment ” has the meaning set forth in Section 2.3(a).

           “ Designated Provider Agreement ” has the meaning set forth in Section 3.8(a).

           “ Disclosure Letter ” means the disclosure letter delivered by the Company to the Buyer concurrently with the execution and delivery of this Agreement.

           “ Earnout Payment Accountants ” has the meaning set forth in Section 2.7(d).

           “ Earnout Payment Determination Notices ” has the meaning set forth in Section 2.7(d).

          “ Earnout Payment Dates ” means, collectively, the First Earnout Payment Date, the Second Earnout Payment Date and the Third Earnout Payment Date.

          “ Earnout Payment Periods ” means, collectively, the First Earnout Payment Period, the Second Earnout Payment Period and the Third Earnout Payment Period.

           “ Earnout Payment Revenue Statements ” has the meaning set forth in Section 2.7(d).

          “ Earnout Payments ” means, collectively, the First Earnout Payment, the Second Earnout Payment and the Third Earnout Payment.

          “ Earnout Targets ” means, collectively, the First Earnout Target, the Second Earnout Target and the Third Earnout Target.

           “ Encumbrance ” means any charge, claim, community property interest, condition, equitable interest, lien, option, pledge, security interest, right of first refusal or restriction of any kind, including any restriction on use, voting, transfer (other than restrictions on transfer under applicable securities laws), receipt of income or exercise of any other attribute of ownership.

           “ Environment ” means soil, land surface or subsurface strata, surface waters (including navigable waters, ocean waters, streams, ponds, drainage basins, and wetlands), groundwaters, drinking water supply, stream sediments, ambient air (including indoor air), plant and animal life, and any other environmental medium or natural resource.

          “ Excluded Asset ” means any asset of the Company other than an Acquired Asset including, without limitation, the Excluded Autos.

          “ Excluded Autos ” means each automobile, and each Contract for the lease of an automobile, set forth on Schedule 1 attached hereto.

           “ Excluded Contract ” means any Company Contract other than an Assigned Contract. For the avoidance of doubt, the Franklin Hamilton Agreement is an Excluded Contract.

          “ Excluded Family Member ” means Bret L. Skewes.

          “ Excluded Liabilities ” has the meaning set forth in Section 2.2.

           “ Final Adjustment List ” has the meaning set forth in Section 2.6(a).

           “ First Earnout Payment ” has the meaning set forth in Section 2.7(a).

           “ First Earnout Payment Date ” has the meaning set forth in Section 2.7(a).

           “ First Earnout Payment Period ” has the meaning set forth in Section 2.7(a).

           “ First Earnout Target ” has the meaning set forth in Section 2.7(a).

          “ Franklin Hamilton Agreement ” means that certain Seller Non-Exclusive No Up-Front Fee Agreement, dated as of January 10, 2006, by and between Battlefield Insurance Agency, Inc. and Franklin Hamilton, LLC.

           “ GAAP ” means United States generally accepted accounting principles applied consistently.

           “ Governmental Authorization ” means any approval, consent, license, permit, waiver or other authorization issued, granted, given, or otherwise made available by or under the authority of any Governmental Body or pursuant to any Legal Requirement.

           “ Governmental Body ” means any:

               (a) nation, state, county, city, town, village or district;

               (b) federal, state, local, municipal, foreign or other government;

               (c) governmental or quasi-governmental authority or any similar recognized organization or body (including any governmental agency, branch, department, official or entity and any court or other tribunal);

               (d) multi-national organization or any similar recognized organization or body; or

               (e) other similar recognized organization or body of any federal, state, county, municipal, local or foreign government or other similar recognized organization or body exercising similar powers or authority.

           “ Gross Production Revenues” means gross revenues of the Buyer, excluding all contingent income, miscellaneous income and investment income.

           “ Indefinite Survival Expiration Date ” has the meaning set forth in Section 10.3(c).

          “ Indemnity Basket ” has the meaning set forth in Section 10.1(c)(i)(B).

          “ Indemnity Cap ” has the meaning set forth in Section 10.1(c)(i)(A).

           “ Independent Contractor ” has the meaning set forth in Section 3.15(a).

           “ Independent Contractor Account ” has the meaning set forth in Section 3.15(a).

           “ Independent Contractor Agreement ” has the meaning set forth in Section 3.15(a).

          “ Intellectual Property ” means any and all trade names, including, with limitation, the name “Battlefield Insurance Agency, Inc.” and all derivatives thereof, trademarks, service marks, logos, patents, patent rights, copyrights (as well as applications, registrations and certificates for any of the foregoing) and proprietary processes and formulas, inventions, Trade Secrets, know-how of the Company and other proprietary rights of the Company generally considered to be intellectual property.

           “ Insurance Relationships ” has the meaning set forth in Section 3.8(a).

           “ Interim Balance Sheet ” has the meaning set forth in Section 3.3.

           “ Interim Financial Statements ” has the meaning set forth in Section 3.3.

           “ IRC ” means the Internal Revenue Code of 1986, as amended, and regulations issued pursuant to the Internal Revenue Code of 1986, as amended.

           “Knowledge of the Company ” and all derivative forms thereof means, collectively, the knowledge of the directors and executive officers of each of BIA and NVIA (including without limitation Skewes) with respect to such facts or matters of which such Persons are actually aware or reasonably should be aware in their capacity as the directors and/or executive officers of BIA and/or NVIA, as applicable.

           “ Legal Requirement ” means any federal, state, local, municipal, foreign, international, multinational, or other administrative order, constitution, law, ordinance, principle of common law, regulation, statute or treaty.

          “ Liability ” means any liability or obligation (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due).

          “ Licenses ” means all permits, licenses, qualifications, consents, orders, waivers, Governmental Authorizations or other authorizations used in, necessary for, relating to or arising from the conduct of the Business or the ownership of any of the Acquired Assets.

           “ Material Product ” has the meaning set forth in Section 3.8(a).

           “New Owner ” means, in the event of a Change of Control, the Person acquiring ownership and control of the Buyer.

           “ Non-Compete Period ” has the meaning set forth in Section 11.1(a).

          “ Nondisclosure Agreement ” has the meaning set forth in Section 2.5(a)(iv).

          “ NVIA ” has the meaning set forth in the Recitals of this Agreement.

           “ Order ” means any 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.

           “ Ordinary Course of Business ” means an action taken by a Person will be deemed to have been taken in the “Ordinary Course of Business” only if such action is consistent in all material respects with the past practices of such Person and is taken in the ordinary course of the normal operations of such Person.

           “ Organizational Documents ” means (a) the articles or certificate of incorporation and the bylaws of a corporation; (b) the partnership agreement and any statement of partnership of a general partnership; (c) the limited partnership agreement and the certificate of limited partnership of a limited partnership; (d) any charter or similar document adopted or filed in connection with the creation, formation, or organization of a Person; and (e) any amendment to any of the foregoing.

           “ Other Producer Agreements ” has the meaning set forth in Section 3.17(a).

           “ Permitted Encumbrance ” means any Encumbrance assumed by the Buyer and set forth on Schedule 2.2(b).

           “ Person ” means any individual, corporation (including any non-profit corporation), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, labor union, or other entity or Governmental Body.

           “ Proceeding ” means any action, arbitration, audit, 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.

          “ Producer Agreement ” has the meaning set forth in Section 2.5(a)(iii).

           “ Prohibited Actions ” has the meaning set forth in Section 5.6.

           “ Purchase Price ” has the meaning set forth in Section 2.3(a).

           “ Related Person ” means, with respect to a particular individual:

               (a) each other member of such individual’s Family;

               (b) any Person that is directly or indirectly controlled by such individual or one or more members of such individual’s Family;

               (c) any Person in which such individual or members of such individual’s Family hold (individually or in the aggregate) a Material Interest; and

               (d) any Person with respect to which such individual or one or more members of such individual’s Family serves as a director, officer, partner, executor, or trustee (or in a similar capacity).

          With respect to a specified Person other than an individual:

               (a) any Person that directly or indirectly controls, is directly or indirectly controlled by, or is directly or indirectly under common control with such specified Person;

               (b) any Person that holds a Material Interest in such specified Person;

               (c) each Person that serves as a director, officer , partner, executor, or trustee of such specified Person (or in a similar capacity);

               (d) any Person in which such specified Person holds a Material Interest; and

               (e) any Person with respect to which such specified Person serves as a general partner or a trustee (or in a similar capacity).

          For purposes of this definition, (a) the “ Family ” of an individual includes (i) the individual, (ii) the individual’s spouse (and former spouses), (iii) any other natural person who is related to the individual or the individual’s spouse within the second degree and (iv) any other natural person who resides with such individual and (b) “ Material Interest ” means direct or indirect beneficial ownership (as defined in Rule 13d-3 under the Securities Exchange Act of 1934) of voting securities or other voting interests representing at least 10% of the outstanding voting power of a Person or equity securities or other equity interests representing at least 10% of the outstanding equity securities or equity interests in a Person.

           “ Related Persons Agreements ” has the meaning set forth in Section 3.20.

           “ Representative ” means, with respect to a particular Person, any director, officer, employee, agent, consultant, advisor or other representative of such Person, including legal counsel, accountants and financial advisors.

           “ Restricted Business ” has the meaning set forth in Section 11.1(a).

           “ Restricted Territory ” has the meaning set forth in Section 11.1(a).

          “ Ruppert Agreement ” means, collectively, (1) that certain Independent Contractor/Captive Agent Agreement, dated as of February 1, 1999 by and between the Company and Douglas W. Ruppert (“ Ruppert ”), as the same may have been amended, supplemented or modified through the date hereof and (2) that certain Independent Contractor/Captive Agent Agreement, dated as of February 1, 2003 by and between the Company and Ruppert, as the same may have been amended, supplemented or modified through the date hereof.

           “ S.O.L. Survival Expiration Date ” has the meaning set forth in Section 10.3(d).

           “ Sale Transaction ” means any transaction or series of related transactions pursuant to which any Person(s) acquire(s) (i) the capital stock of another Person (the “ Target ”)

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possessing the voting power to elect, directly or indirectly, a majority of the Target’s board of directors or similar governing body (whether by merger, consolidation, reorganization, combination, sale or transfer of the Company’s capital stock, shareholder or voting agreement, proxy, power of attorney or otherwise) or (ii) all or substantially all of the Target’s assets determined on a consolidated basis.

           “ Second Earnout Payment ” has the meaning set forth in Section 2.7(a)(ii).

           “ Second Earnout Payment Date ” has the meaning set forth in Section 2.7(a)(ii).

           “ Second Earnout Payment Period ” has the meaning set forth in Section 2.7(a)(ii).

           “ Second Earnout Target ” has the meaning set forth in Section 2.7(a)(ii).

          “ Skewes ” has the meaning set forth in the Recitals of this Agreement.

          “ Skewes Employment Agreement ” has the meaning given such term in Section 7.11.

           “ Standard Survival Expiration Date ” has the meaning set forth in Section 10.3(b).

           “ Subsidiary ” means, with respect to any Person (the “ Owner ”), any corporation or other Person of which securities or other interests (i) having the power to elect a majority of that corporation’s or other Person’s board of directors or similar governing body, or (ii) otherwise having the power to direct the business and policies of that corporation or other Person (other than securities or other interests having such power only upon the happening of a contingency that has not occurred) are held by the Owner or one or more of its Subsidiaries.

          “ Supplemental Earnout Targets ” means, collectively, the 2007 Supplemental Earnout Target, the 2008 Supplemental Earnout Target and the 2009 Supplemental Earnout Target.

          “ Supplemental Earnouts ” means, collectively, the 2007 Supplemental Earnout, the 2008 Supplemental Earnout and the 2009 Supplemental Earnout.

           “ Survival Expiration Date ” has the meaning set forth in Section 10.3(d).

          “ Tax ” or “ Taxes ” mean all federal, state, local or foreign income, gross income, gains, gross receipts, sales, use, ad valorem, goods and services, capital, production, transfer, franchise, windfall profits, license, payroll, withholding, employment, occupation, disability, excise, estimated, stamp, property, environmental, custom duties, unemployment or other taxes of any kind whatsoever, together with any interest, additions or penalties thereto and any interest in respect of such interest and penalties.

           “ Tax Return ” means any return (including any information return), declaration, report or statement relating to Taxes required to be filed with, or submitted to, any Governmental Body, including any schedule or attachment thereto and including any amendment thereof.

           “ Third Deferred Payment ” means the Deferred Payment due and payable on February 15, 2010.

           “ Third Earnout Payment ” has the meaning set forth in Section 2.7(a)(iii).

           “ Third Earnout Payment Date ” has the meaning set forth in Section 2.7(a)(iii).

           “ Third Earnout Payment Period ” has the meaning set forth in Section 2.7(a)(iii).

           “ Third Earnout Target ” has the meaning set forth in Section 2.7(a)(iii).

          “ Threatened ” means, with respect to any claim, Proceeding, dispute, action or other matter, that a demand with respect to such claim. Proceeding, dispute action or matter has been made in writing or a notice of such claim, Proceeding, dispute, action or other matter has been given in writing.

           “ Top Ten Designated Producer Agreements ” has the meaning set forth in Section 3.14(a)(xi).

           “ Trade Secrets ” means all information of the Company, including all know-how, trade secrets, confidential information, customer identities and lists, revenue figures from customers’ accounts, customer risk requirements and characteristics, key contact personnel, financial data and performance, payroll, policy expiration dates, policy terms, conditions and rates, information about prospective customers, information about methods of soliciting business and marketing programs, information about specialized insurance markets, software, technical information, data, process technology, plans, drawings, and blue prints which (i) derives economic value from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.

           “ Transaction Documents ” has the meaning set forth in Section 10.4.

     2.  Sale and Transfer Of Acquired Assets; Closing .

          2.1 Acquired Assets . Subject to the terms and conditions contained in this Agreement, the Company agrees to sell, convey, transfer, assign and deliver to the Buyer, and the Buyer agrees to purchase from the Company all of the rights, title and interests of the Company in and to, the following (collectively, the “ Acquired Assets ”):

               (a) all Accounts Receivable arising from the Business and set forth on Part 3.7 of the Disclosure Letter, to the extent not collected prior to Closing;

               (b) all prepaid expenses arising under any Assigned Contract;

               (c) all furnishings, furniture, fixtures, trade fixtures, equipment, machinery, tools and other fixed assets;

               (d) all rights under (1) all Company Contracts with insurance companies for which the Company acts as agent and all contingency, override and profit sharing agreements and arrangements with insurance companies) and (2) all other Company Contracts to the extent necessary for the operation of the Business or the ownership and use of the Acquired Assets which remain unperformed, unfulfilled on, or continue by their terms after the Closing (including, without limitation, all real property leases and all leases or maintenance agreements relating to physical assets necessary for the operation of the Business but not owned by the Company, but expressly excluding any Independent Contractor Agreements or Other Producer Agreements), in each case if, but only if, such Company Contract was entered into in the Ordinary Course of Business (collectively, the “ Assigned Contracts ”);

               (e) all computer programs used in the Business (including any licenses to such items licensed by the Company), subject to the terms of applicable software agreements;

               (f) all logs, client lists, books of insurance business, expiration lists, customer and supplier lists, customer relationships, business and financial records and files (other than original corporate records, member registers and minute books), employee files, data and books of account, payroll, personnel and medical records, whether printed or computerized;

               (g) to the extent permitted by, all rights to future fees and commissions with respect to insurance policies placed on or prior to the Closing;

               (h) all intangible rights and goodwill of the Business;

               (i) the Intellectual Property, Trade Secrets and other general intangibles of the Business, including techniques, processes and know-how that are used in the operation of the Business, telephone numbers, facsimile numbers and internet addresses, company and any trade names related thereto;

               (j) all advertising and marketing materials and supplier information used in or related to the Business;

               (k) all rights, causes of action, rights of recovery, set off and claims, counterclaims, credits, rights and interests, rights to indemnification or similar rights, known or unknown, matured or unmatured, assumed or contingent, against third parties related to or arising from the Assigned Contracts, the Acquired Assets and the Assumed Liabilities;

               (l) all security deposits relating to the Acquired Assets; and

               (m) all other tangible and intangible assets, wherever located, that are necessary for the operation of the Business or the use and ownership of the Acquired Assets; provided that, for the avoidance of doubt, the Excluded Autos shall be Excluded Assets and not Acquired Assets.

          2.2 Assumed Liabilities; Excluded Liabilities . Upon the sale and purchase of the Acquired Assets, the Buyer hereby agrees to assume and pay or discharge when due in accordance with their respective terms:

               (a) the obligations of the Company under all Assigned Contracts for the period following the Closing Date with respect to obligations arising under the terms of such Assigned Contracts from and after the Closing Date; and

               (b) the accounts payable listed on Schedule 2.2(b);

provided , however , that except for the Liabilities assumed by the Buyer pursuant to this Section 2.2, the Buyer shall not assume and shall not pay any other Liabilities of the Company, of any nature whatsoever. The Liabilities to be assumed by the Buyer under this Section 2.2 are hereinafter sometimes referred to as the “ Assumed Liabilities ” and the Liabilities which are not assumed by the Buyer under this Section 2.2 are hereinafter sometimes referred to as the “ Excluded Liabilities .” The assumption of any Liabilities by any party hereunder shall not enlarge any rights of third parties under Contracts or arrangements with the Buyer or the Company and nothing herein shall prevent any party from contesting in good faith with any third party any of said Liabilities.

          2.3 Purchase Price .

               (a) The purchase price (the “ Purchase Price ”) for the Assets will be up to $2,705,000.00, subject to any adjustment required to be made pursuant to Section 2.3(b) or Section 2.6, payable as follows: (i) $1,550,000.00 payable in immediately available funds at the Closing (the “ Closing Payment ”) plus (ii) $240,000.00 payable in immediately available funds on each of February 15, 2008, February 15, 2009 and (subject to Section 2.8) February 15, 2010 (each, a “ Deferred Payment ”) plus (iii) any Earnout Payment Amounts and/or Supplemental Earnouts that are payable pursuant to Section 2.7.

               (b) At the Closing, the Buyer shall deliver to the Company (i) the Closing Payment plus (ii) an amount equal to the aggregate amount of the Accounts Receivable set forth on Part 3.7 of the Disclosure Letter less (iii) an amount equal to the aggregate amount of the accounts payable set forth on Schedule 2.2(b), in immediately available funds by wire transfer or cashier’s check.

          2.4 Closing . The consummation of the Contemplated Transactions (the “ Closing ”) will take place at the headquarters offices of the Buyer, 14200 Park Meadow Drive, Suite 200, Chantilly, Virginia 20151, at 10:00 a.m. (local time) on the earlier of (i) October 3, 2006, (ii) two (2) business days following the satisfaction of the conditions to closing set forth in Sections 7 and 8, or (iii) such other date as the parties may mutually agree. Subject to the provisions of Section 9, failure to consummate the purchase and sale provided for in this Agreement on the date and time and at the place determined pursuant to this Section 2.4 will not result in the termination of this Agreement and will not relieve any party of any obligation under this Agreement. All documents and other items required to be delivered at the Closing shall be reasonably satisfactory in form and substance to the party to which they are to be delivered, all such deliveries will be deemed to take place simultaneously, and no delivery made at the Closing

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will be deemed to have been consummated until all actions to be taken at the Closing have been consummated or otherwise waived.

          2.5 Closing Obligations . At the Closing:

               (a) The Company will deliver to the Buyer:

                    (i) The Acquired Assets, free and clear of all Encumbrances other than Permitted Encumbrances;

                    (ii) the Skewes Employment Agreement, executed by Skewes;

                    (iii) agreements in the form attached hereto as Exhibit 2.5(a)(iii) executed by each of the employees and independent contractors of the Company identified on Schedule 2.5(a)(iii) (the “ Producer Agreements ”);

                    (iv) confidentiality, non-solicitation and assignment agreements in the form attached hereto as Exhibit 2.5(a)(iv) executed by each of the employees and independent contractors of the Company identified on Part I of Schedule 2.5(a)(iv) (the “ Nondisclosure Agreements ”);

                    (v) agreements in the form attached hereto as Exhibit 2.5(a)(v) executed by each of the brokers identified on Schedule 2.5(a)(v) (the “ Broker Agreements ”);

                    (vi) amendments to each of the Independent Contractor Agreements other than the Ruppert Agreement, each in form satisfactory to the Buyer in its sole discretion, executed by BIA and/or NVIA, as applicable, and by the applicable Independent Contractor;

                    (vii) an executed copy of Schedule 2.2(b) in form and substance satisfactory to the Buyer in its sole discretion;

                    (viii) a certificate executed by each of BIA and NVIA representing and warranting to the Buyer that each of the Company’s representations and warranties in this Agreement was accurate as of the date of this Agreement and is accurate as of the Closing Date as if made on the Closing Date except (A) for any changes resulting from activities or transactions which may have taken place after the date hereof and are permitted or contemplated by this Agreement or which have been entered into or have otherwise occurred in the Ordinary Course of Business and (B) except to the extent that such representations and warranties are made as of another specified date and, as to such representations and warranties, the same shall be true as of such specified date;

                    (ix) a resolution of BIA’s board of directors authorizing BIA’s execution and delivery of this Agreement and the consummation of the Contemplated Transactions;

                    (x) a resolution of NVIA’s board of directors authorizing NVIA’s execution and delivery of this Agreement and the consummation of the Contemplated Transactions;

                    (xi) a Certificate of Fact issued by the SCC for each of BIA and NVIA, in each case dated not earlier than ten (10) days prior to the Closing Date; and

                    (xii) such bills of sale, endorsements, assignments and other documents as are necessary to transfer to the Buyer good and valid title to the Acquired Assets, free and clear of all Encumbrances other than Permitted Encumbrances.

               (b) The Buyer will deliver to the Company:

                    (i) the Closing Payment;

                    (ii) the Skewes Employment Agreement, executed by the Buyer; and

                    (iii) a certificate executed by the Buyer to the effect that each of the Buyer’s representations and warranties in this Agreement was accurate as of the date of this Agreement and is accurate as of the Closing Date as if made on the Closing Date except (A) for any changes resulting from activities or transactions which may have taken place after the date hereof and are permitted or contemplated by this Agreement or which have been entered into or have otherwise occurred in the Ordinary Course of Business and (B) except to the extent that such representations and warranties are made as of another specified date and, as to such representations and warranties, the same shall be true as of such specified date.

          2.6 Adjustment Procedure and Amount .

               (a) Within ninety (90) days after the Closing Date, the Buyer will prepare and deliver to the Company a list of (i) those Accounts Receivable set forth on Part 3.7 of the Disclosure Letter that are then uncollected and uncollectible and (ii) those accounts payable set forth on Schedule 2.2(b) that are then unremitted (the “ Buyer’s Adjustment List ”). The Buyer and the Company agree to work together in good faith to resolve any dispute between them concerning the items set forth in the Buyer’s Adjustment List; provided that the parties agree that if any such dispute shall remain unresolved thirty (30) days following delivery of the Buyer’s Adjustment List, the parties shall submit such dispute to neutral certified public accountants, as selected by the Company and the Buyer (the “ Accountants ”), for final and binding resolution. As used herein, “ Final Adjustment List ” shall mean the Buyer’s Adjustment List, subject to the resolution of any disputes with respect thereto, as provided herein.

               (b) The “ Adjustment Amount ” will be equal to the amount, if any, by which the aggregate amount of uncollectible Accounts Receivable exceeds the aggregate amount of unremitted accounts payable, each as set forth on the Final Adjustment List. If the Adjustment Amount is positive, the Adjustment Amount will be paid by the Company to the Buyer on or before the tenth (10 ^th ) business day after the Final Adjustment List is finally completed pursuant to Section 2.6(a) above. If the Adjustment Amount is negative, the Adjustment Amount will be paid by the Buyer to the Company on or before the tenth (10 ^th )

business day after the Final Adjustment List is finally completed pursuant to Section 2.6(a) above. The Adjustment Amount, if any, will be paid in immediately available funds by wire transfer or cashier’s check to an account specified in writing by the party to receive the payment

          2.7 Earnout Payments and Supplemental Earnouts .

               (a) Earnout Payments.

                    (i) If, and only if, the Gross Production Revenues of the Buyer for the twelve-month period ending December 31, 2007 (the “ First Earnout Payment Period ”) are equal to or more than $1,175,000.00 (the “ First Earnout Target ”), the Buyer shall pay to the Company the amount of $85,000.00 (the “ First Earnout Payment ”) on the later of (x) February 15, 2008 and (y) the date of completion of the audited financial statements of the Buyer for 2007 (the “ First Earnout Payment Date ”).

                    (ii) If, and only if, the Gross Production Revenues of the Buyer for the twelve-month period ending December 31, 2008 (the “ Second Earnout Payment Period ”) are equal to or more than $1,265,000.00 (the “ Second Earnout Target ”), the Buyer shall pay to the Company the amount of $85,000.00 (the “ Second Earnout Payment ”) on the later of (x) February 15, 2009 and (y) the date of completion of the audited financial statements of the Buyer for 2008 (the “ Second Earnout Payment Date ”).

                    (iii) If, and only if, the Gross Production Revenues of the Buyer for the twelve-month period ending December 31, 2009 (the “ Third Earnout Payment Period ”) are equal to or more than $1,360,000.00 (the “ Third Earnout Target ”), the Buyer shall pay to the Company the amount of $85,000.00 (the “ Third Earnout Payment ”) on the later of (x) February 15, 2010 and (y) the date of completion of the audited financial statements of the Buyer for 2009 (the “ Third Earnout Payment Date ”).

                    (iv) Notwithstanding the foregoing, if the Buyer fails to meet or exceed any Earnout Target set forth above during the applicable calendar year (i.e. if Buyer fails to meet or exceed the First Earnout Target during calendar year 2007), the Company shall remain eligible to receive the Earnout Payment applicable to such Earnout Target if, but only if, the Buyer meets or exceeds the applicable Earnout Target in one of the next two successive calendar years; provided , however, that (x) any Earnout Payment not earned within such three (3) year period shall be forfeited, (y) the Company shall not be eligible to receive any Earnout Payment until the prior Earnout Payment has been either earned or forfeited and (z) in no event shall the Company be eligible to receive any Earnout Payment in respect of the Buyer’s performance for any calendar year after calendar year 2011. For example (and purely for illustrative purposes), if the Buyer fails to meet or exceed the First Earnout Target in calendar years 2007, 2008 and 2009, then (i) the First Earnout Payment will be forfeited, (ii) the Company will be eligible to receive the Second Earnout Payment if the Buyer meets or exceeds the Second Earnout Target in calendar year 2010 and (iii) if the Buyer fails to meet or exceed the Second Earnout Target in calendar year 2010, the Company will still be eligible to receive the Second Earnout Payment if the Buyer meets or exceeds the Second Earnout Target in calendar year 2011, but will not be eligible to receive any Earnout Payment with respect to any future calendar year.

               (b)  Supplemental Earnout Payments .

                    (i) If, and only if, the Gross Production Revenues of the Buyer for the twelve-month period ending December 31, 2007 are equal to or more than $1,275,000.00 (the “ 2007 Supplemental Earnout Target ”), then, in addition to payment of the First Earnout Payment, the Buyer shall also pay to the Company the amount of $60,000.00 (the “ 2007 Supplemental Earnout ”) on the later of (x) February 15, 2008 and (y) the date of completion of the audited financial statements of the Buyer for 2007.

                    (ii) If, and only if, the Gross Production Revenues of the Buyer for the twelve-month period ending December 31, 2008 are equal to or more than $1,365,000.00 (the “ 2008 Supplemental Earnout Target ”), then, in addition to payment of the First Earnout Payment, the Buyer shall also pay to the Company the amount of $60,000.00 (the “ 2008 Supplemental Earnout ”) on the later of (x) February 15, 2009 and (y) the date of completion of the audited financial statements of the Buyer for 2008.

                    (iii) If, and only if, the Gross Production Revenues of the Buyer for the twelve-month period ending December 31, 2009 are equal to or more than $1,275,000.00 (the “ 2009 Supplemental Earnout Target ”), then, in addition to payment of the Third Earnout Payment, the Buyer shall also pay to the Company the amount of $60,000.00 (the “ 2009 Supplemental Earnout ”) on the later of (x) February 15, 2010 and (y) the date of completion of the audited financial statements of the Buyer for 2009.

                    (iv) For the avoidance of doubt, the provisions of Section 2.7(a)(iv) shall not apply to this Section 2.7(b). Any Supplemental Earnout described in this Section 2.7(b) shall be either earned or not earned in the applicable period described above (e.g. the 2007 Supplemental Earnout shall be either earned or not earned during the twelve-month period ending December 31, 2007) and, if not earned, shall be forfeited.

               (c) Any Earnout Payment or Supplemental Earnout to be made to the Company shall be made in the same manner as the Closing Payment is made, unless the Company provides notice to the Buyer in writing of a change of account.

               (d) On each Earnout Payment Date (including, to the extent applicable, as the same may be extended pursuant to Section 2.7(a)(iv)), the Buyer shall cause to be delivered to the Company a copy of the Buyer’s calculation of Gross Production Revenues for the applicable Earnout Payment Period (the “ Earnout Payment Revenue Statements ”). All disputes with respect to the calculation of the Buyer’s Gross Production Revenues during any Earnout Payment Period that cannot be resolved by agreement between the Company and the Buyer prior to the thirtieth (30 ^th ) day after the relevant Earnout Payment Date will be submitted to neutral certified public accountants, as selected by the Company and the Buyer (the “ Earnout Payment Accountants ”), for final and binding resolution. If the Earnout Payment Accountants determine that the relevant Earnout Target or Supplemental Earnout Target has been satisfied, the Buyer shall pay the applicable Earnout Payment Amount and/or Supplemental Earnout to the Company within five (5) business days of receipt of the Determination Notice.

          2.8 Change of Control .

               (a) Notwithstanding anything herein to the contrary (including, without limitation, Section 2.3(a)), if a Change of Control shall occur prior to the date on which the Third Deferred Payment is due and payable (i.e., prior to February 15, 2010), then, within thirty (30) days after the occurrence of such Change of Control, the Buyer shall pay to the Company the amount of $300,000.00, which payment shall be deemed to be an acceleration of, and satisfaction in full of the Buyer’s obligation to make, the Third Deferred Payment; provided that the making of any such payment pursuant to this Section 2.8(a) shall not affect the Buyer’s obligation to make any other Deferred Payment in accordance with the terms of Section 2.3(a).

               (b) For purposes of this Agreement, a “ Change of Control ” occurs, if, after the date of this Agreement (i) as the direct or indirect result of, or in connection with, a tender or exchange offer, a merger or other business combination of AIA, or any combination of these events, the persons who were directors of AIA before such events cease to constitute a majority of AIA’s board of directors or any successor’s board, or (ii) AIA, together with all other affiliates of Alliance Bank Corporation, cease to hold membership interests in the Buyer sufficient to elect the manager of the Buyer (or, if applicable, a majority of the members of any board of managers or board of directors of the Buyer); provided however , that it shall not be a “Change of Control” if, as a result of any of the transactions described above, the voting securities or all or substantially all of the assets of AIA or the Buyer are transferred to or otherwise are held by any affiliate of Alliance Bank Corporation. For purposes of this Agreement, a Change of Control occurs on the date on which an event described in clause (i) or clause (ii) occurs. If a Change of Control occurs on account of a series of transactions or events, the Change of Control occurs on the date of the last of such transactions or events.

     3.  Representations and Warranties of the Company . BIA, NVIA and Skewes hereby, jointly and severally, represent and warrant to the Buyer as follows:

          3.1 Organization and Good Standing .

               (a) Each of BIA and NVIA is a corporation duly organized, validly existing, and in good standing under the laws of the Commonwealth of Virginia, with full corporate power and authority to conduct its Business as it is now being conducted, to own or use its properties and assets (including, without limitation, the Acquired Assets), and to perform all its obligations under Company Contracts. Each of BIA and NVIA is duly qualified to do business as a foreign corporation and is in good standing under the laws of each state or other jurisdiction in which either the ownership or use of the properties owned or used by it, or the nature of the activities conducted by it, requires such qualification except in each case where the failure to qualify or to be in good standing would not have a material adverse effect on the Company. Neither BIA not NVIA has any Subsidiaries.

               (b) Each of BIA and NVIA has made available to the Buyer complete and accurate copies of the its Organizational Documents, as currently in effect.

          3.2 Authority; No Conflict .

               (a) This Agreement constitutes the legal, valid, and binding obligation of each of BIA, NVIA and Skewes, enforceable against such Person in accordance with its terms, except as such enforcement may be limited by general equitable principles or by applicable bankruptcy, insolvency, moratorium or similar laws and judicial decisions from time to time in effect which affect creditors’ rights generally. Upon the execution and delivery by each of BIA, NVIA and Skewes of each document, agreement or certificate required to be executed and delivered by such Person as a condition of the Closing (collectively, the “ Company’s Closing Documents ”), the Company’s Closing Documents will constitute the legal, valid, and binding obligations of BIA, NVIA and Skewes, enforceable against each such Person in accordance with their respective terms, except as such enforcement may be limited by general equitable principles or by applicable bankruptcy, insolvency, moratorium or similar laws and judicial decisions from time to time in effect which affect creditors’ rights generally. BIA, NVIA and Skewes have all necessary legal right, power, authority, and capacity to execute and deliver this Agreement and the Company’s Closing Documents and to perform its obligations under this Agreement and the Company’s Closing Documents.

               (b) Except as set forth in Part 3.2(b) of the Disclosure Letter, neither the execution and delivery of this Agreement nor the consummation of any of the Contemplated Transactions by the Company and Skewes will (with or without notice or lapse of time):

                    (i) contravene, conflict with, or result in a violation of (A) any provision of the Organizational Documents of either of BIA and NVIA, or (B) any resolution adopted by the board of directors or the shareholders of either of BIA and NVIA;

                    (ii) contravene, conflict with, or result in a violation of any Legal Requirement or any Order to which BIA, NVIA, Skewes or any of the Acquired Assets may be subject;

                    (iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by either of BIA and NVIA or otherwise give any Governmental Body the right to challenge the Contemplated Transactions;

                    (iv) contravene, conflict with, or result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any material Assigned Contract;

                    (v) result in the imposition or creation of any Encumbrance (other than a Permitted Encumbrance) upon or with respect to any of the Acquired Assets; or

                    (vi) cause the Company to become subject to or liable for the payment of any Tax.

               (c) Except as set forth in Part 3.2(c) of the Disclosure Letter, none of BIA, NVIA or Skewes is or will be required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation of any of the Contemplated Transactions.

          3.3 Financial Statements . Attached as Part 3.3 of the Disclosure Letter are: (a) internally prepared balance sheets of the Company as of December 31 in each of the years 2003, 2004 and 2005 (such balance sheet as of December 31, 2005, is the “ Balance Sheet ”), and the related internally prepared statements of income for each of the calendar years then ended and (b) an internally prepared balance sheet of the Company as of June 30, 2006 (the “ Interim Balance Sheet ”) and the related internally prepared statement of income for the partial year then ended, (together with the Interim Balance Sheet, the “ Interim Financial Statements ”). All such financial statements described in the preceding sentence, were prepared from and are consistent with the books and records of the Company and fairly present in all material respects the financial condition and the results of operations, changes in stockholders’ equity, and cash flow of the Company, as applicable, as of the respective dates of and for the periods referred to in such financial statements, in the case of the Interim Financial Statements, to normal recurring year-end adjustments and the absence of notes. Except as otherwise disclosed in the notes to such financial statements, the financial statements referred to in this Section 3.3 reflect the consistent application throughout the periods involved of customary and sound accounting principles used in preparing internal financial statements in the insurance agency industry by insurance agencies of a size substantially similar to the Company. No financial statements of any Person other than the Company are required by GAAP to be included in the financial statements of the Company.

          3.4 Books and Records . The books of account and other records of the Company, all of which have been made available to the Buyer, 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 in a manner that provides reasonable assurance that: (i) transactions are executed with management’s authorization, (ii) transactions are recorded as necessary to permit preparation of the Company’s financial statements and to maintain accountability for the assets of the Company, (iii) access to the assets of the Company is permitted only in accordance with management’s authorization and (iv) the reported accountability of the assets of the Company is compared with existing assets at reasonable intervals.

          3.5 Title to Properties; Encumbrances . Neither of BIA nor NVIA owns any real property. Part 3.5 of the Disclosure Letter contains a complete and accurate list of all leasehold or other interests of the Company in real property. The Company has made available to the Buyer copies of the instruments (whether or not recorded) by which the Company acquired such interests, and copies of all title insurance policies, opinions, abstracts, and surveys of the Company relating to such interests. The Company owns good and marketable title to all of the Acquired Assets, all of which are free and clear of all Encumbrances except for Permitted Encumbrances.

          3.6 Condition and Sufficiency of Acquired Assets . Al