ASSET PURCHASE AGREEMENT

Exhibit 2.6

ASSET PURCHASE AGREEMENT

          THIS ASSET PURCHASE AGREEMENT (as amended or supplemented from time to time, this “ Agreement ”) is dated as of October 11, 2007 (the “ Effective Date ”), by and among CCS Financial Services, Inc., a Florida corporation (the “ Selling Entity ”); Allen Eager, the Allen Eager Revocable Trust, Paul P. Hauser, Barry E. Hershman, and the Barry E. Hershman Revocable Trust, (collectively, the “ Selling Shareholders ”, and together with the Selling Entity, the “ Sellers ”); and Check Mart of Florida, Inc., a Delaware corporation (the “ Buyer ”). The Sellers and Buyer are collectively referred to herein as the “ Parties ”.

BACKGROUND

          The Selling Entity is engaged in the business of owning and operating various businesses that provide deferred presentment services, check cashing services, payment instrument issuance, funds transmission services, stored-value card sales, and various other related services and products (each, a “ Business , ” and collectively, the “ Businesses ”). The Businesses are operated from and located at the branch stores set forth on Schedule 1.1(a) attached to this Agreement (collectively, the “ Branches , ” and each individually, a “ Branch ”). The Buyer desires to purchase from the Selling Entity, and the Selling Entity desires to sell to the Buyer, substantially all of the assets used by the Selling Entity in the conduct of the Businesses, all in accordance with the terms and subject to the conditions contained in this Agreement. Capitalized terms used and not otherwise defined in this Agreement shall have the respective meanings set forth in Section 22 of this Agreement.

          IN CONSIDERATION of the foregoing and the mutual promises contained in this Agreement, the Parties, intending to be legally bound, hereby agree to the following:

          1. Sale and Purchase of Assets .

               1.1 Purchased Assets . In accordance with the terms and subject to the conditions set forth in this Agreement, the Sellers hereby sell to the Buyer, and the Buyer hereby purchases from the Sellers, free and clear of any Liabilities, security interests, mortgages, liens, encumbrances, rights of others and any other burdens and restrictions whatsoever (“ Adverse Claims ”) other than the Assumed Liabilities and Permitted Liens, all right, title and interest in and to all assets used or held for use in the conduct of the Sellers’ Businesses, including but not limited to the following listed assets (collectively, the “ Purchased Assets ”):

                    (a) the right to collect all amounts under and exercise all rights under, including the right to receive all past due payments from past or present customers outstanding as of the opening of business on the Closing Date and identified with respect to each Branch on Schedule 1.1(a) under, (i) all Deferred Presentment Agreements (including those set forth on Schedule 1.1(a)(i) to be delivered at Closing), including the right to receive all past due payments from past or present customers and any other rights of Seller under such agreements, and (ii) all checks deposited by the Sellers prior to the Closing and returned unpaid and all claims of Seller with respect thereto, including those set forth on Schedule 1.1(a)(ii) to be delivered at Closing (the “ Returned Checks ”, and together with the Deferred Presentment

Agreements, the “ Receivables ”) as identified with respect to each Branch on Schedule 1.1(a) ; provided, however, that the Receivables shall not include the claims against customers for Returned Checks listed on Schedule 1.2(c) (provided that Schedule 1.2(c) shall be updated by the Selling Entity on the Closing Date to include any Returned Checks for which legal claims against customers for Returned Checks were filed after the Effective Date and before the Closing Date).

                    (b) all interests of the Sellers in the unexpired leases on real property (collectively the “ Unexpired Leases ”) relating to the Branches and the office location set forth on Schedule 1.1(b) ;

                    (c) all interests of the Sellers in the Contracts identified on Schedule 1.1(c) (the “ Assumed Contracts ”);

                    (d) all inventories owned by the Sellers of goods and other goods and products held for sale (collectively, the “ Inventory ”);

                    (e) all supplies, equipment, machinery, removable leasehold improvements, office furniture, computing and telecommunications and other equipment, spare parts, supplies, fixtures and all other items of tangible personal property, identified with respect to each Branch and listed on Schedule 1.1(e) ;

                    (f) all rights of the Sellers to all trademarks, service marks, trade names, trade dress, fictitious names, internet domain names, uniform resource locators (URLs), and any other names and locators used in or incidental to the conduct of the Sellers’ Businesses, including those associated with “The Check Cashing Store”, “CCS Payment Store” and any related names and derivations thereof, and the interest, whether owned or licensed and whether registered or unregistered and whether or not currently in use, together with all registrations, applications and renewals for any of the foregoing, as set forth on Schedule 1.1(f) (which shall include the dates of first use) and including the Names (as defined in Section 12.3 ) (collectively, the “ Trademarks ”); provided, however, that CCS Real Estate Investments, LLC, a Florida limited liability company, will not be required to change its legal name so long as it doesn’t use such name in retail or consumer markets or businesses.

                    (g) all copyrights and copyrightable works and any other works of authorship, whether statutory or common law, registered or unregistered, together with all registrations, applications and renewals for any of the foregoing, and all moral rights thereto under the laws of any jurisdiction, as set forth on Schedule 1.1(g) (collectively, the “ Copyrights ”);

                    (h) all computer software and software license rights owned by the Sellers, including data, databases and documentation, Internet websites and the content thereof as set forth on Schedule 1.1(h) (collectively, the “ Software ” and, collectively with the Trademarks and the Copyrights, the “ Trade Rights ”);

                    (i) the Businesses as a going concern and all of the Sellers’ goodwill associated therewith;

                    (j) all Permits and all Licenses to operate the Businesses, as identified on Schedule 1.1(j), to the extent transferable;

                    (k) except for the Sellers’ corporate or other legal entities, franchises or corporate seals, charter documents, operating agreements, minute books, stock books, tax returns, and other records having to do with the corporate or other legal entity organization and/or capitalization of the Sellers, all records, documents, lists, electronic records (including all point-of-sale data systems), and files relating to any of the Purchased Assets, the Assumed Liabilities, and the Businesses, including but not limited to price lists, lists of accounts, customers (including contact information and deferred presentment and payment history), suppliers and personnel, all product, business and marketing plans and data, historical sales data and all books, ledgers, files and business records (including all financial records and books of account) of or relating to any of the Purchased Assets, the Assumed Liabilities, and the Businesses in any of the foregoing cases, whether in electronic form or otherwise (collectively, the “ Books and Records ”), provided that the “Books and Records” shall not include the human resource records of any Selling Entity employee that will not become a Hired Employee;

                    (l) all telephone and facsimile numbers relating to the Businesses (to the extent that, with the Sellers’ full cooperation and assistance, such numbers are transferable), including all advertising associated thereto as identified with respect to each Branch and listed on Schedule 1.1(l) ;

                    (m) all Restrictive Covenants, all Adverse Claims on the assets of others relating to the Businesses or the Purchased Assets, all catalogues, brochures, art work, photographs, advertising and marketing materials, procedures and operating manuals, underwriting standards and guidelines, and forms pertaining to the Businesses;

                    (n) all claims, leasehold and all other deposits, prepayments (except those relating to Retained Liabilities), refunds (except tax refunds) and other amounts prepaid by the Sellers arising out of any of the assets described in Sections 1.1(a) through Section 1.1(m) above and identified on Schedule 1.1(n) (collectively, the “ Prepaid Items ”);

                    (o) Subject to Section 2.1, all cash on hand of the Branches at the opening of business on the Closing Date (“ Cash on Hand ”);

                    (p) all other assets and property owned by the Sellers and located within the walls of any of the Sellers’ Branches on the Closing Date, plus outdoor signage; and

                    (q) except where prohibited by law, all rights, causes of action, and claims against third parties including all warranties, guarantees, sureties, indemnities and similar rights in favor of the Sellers arising out of or with respect to any of the assets described in Sections 1.1(a) through Section 1.1(p) .

               1.2 Excluded Assets . The Purchased Assets sold and acquired hereunder shall not include any of the following (collectively, the “ Excluded Assets ”):

                    (a) the Selling Entity’s cash, cash equivalents, securities and all bank accounts and corresponding checks, but only to the extent not included in Cash on Hand;

                    (b) the Selling Entity’s minute books and other similar corporate records; and

                    (c) all assets listed on Schedule 1.2(c) .

               1.3 Certain Transitional Matters .

                    (a) Notwithstanding anything to the contrary contained in this Agreement, any Bill of Sale, or any Assignment and Assumption Agreement, to the extent that the sale or delegation by the Sellers, or the purchase or assumption by the Buyer, of any of the Purchased Assets or any of the Assumed Liabilities requires any Consent or Regulatory Approval, this Agreement, the applicable Bill of Sale and the applicable Assignment and Assumption Agreement shall constitute the Sellers’ agreement to sell and delegate, and the Buyer’s agreement to purchase and assume, such Purchased Assets and Assumed Liabilities as promptly as practicable following the obtainment of any necessary Consent or Regulatory Approval; provided , that from and after the Closing Date until the date on which such Consent or Regulatory Approval is obtained, the Sellers shall make available to the Buyer the economic and practical benefits of such Purchased Assets and Assumed Liabilities for no additional consideration. If and to the extent that the Sellers are making available to the Buyer the economic and practical benefits of such Purchased Assets, the risk of loss for such Purchased Assets shall rest with the Buyer. Nothing contained in this Section 1.3 is intended to impair, reduce or otherwise modify any representation, warranty and covenant contained in this Agreement, including those relating to any of the Purchased Assets or to any of the Assumed Liabilities.

                    (b) In the event that Sellers have failed to obtain Estoppel and Consent Certificates in a form reasonably acceptable to Buyer for any one or more Branches (each, a “ Restricted Branch ”), and in the event that (i) all other conditions set forth in Article 9 hereof have been satisfied or waived by Buyer and (ii) Estoppel and Consent Certificates have been obtained for at least ninety percent (90%) of all Branches (which must include the Branches listed on Schedule 1.3) , then the failure to obtain the Estoppel and Consent Certificates for the Restricted Branches shall not by itself constitute a failure of Buyer’s or Sellers’ closing conditions set forth in Articles 9 or 10 hereunder; provided, however, that (x) Buyer and the Selling Entity shall at the Closing enter into a License Agreement in substantially the form attached to Exhibit F hereto with respect to the Restricted Branches (the “ License Agreement ”), and (y) a portion of the Cash Consideration equal to $500,000 for each Restricted Branch (the “ Branch Holdback ”) shall be paid to the Escrow Agent to be held and disbursed upon the terms set forth in a Supplemental Escrow Agreement in substantially the form attached as Exhibit G hereto (the “ Supplemental Escrow Agreement ”).

                         (i) Subject to the terms of the Supplemental Escrow Agreement, on or before the date that is one hundred eighty (180) days after the Closing (the “ Determination Date ”), if the Buyer receives an Estoppel and Consent Certificate for any

Restricted Branch, the Branch Holdback for such Restricted Branch (together with any earnings on such amount) shall be paid by the Escrow Agent to the Selling Entity within three (3) business days of Buyer’s receipt of such Estoppel and Consent Certificate, and the Selling Entity shall thereafter deliver any assignment document reasonably requested by Buyer to evidence the assignment to Buyer of the Unexpired Lease for such Restricted Branch. If on the Determination Date there are any Restricted Branches for which Buyer has not received an Estoppel and Consent Certificate (such Branches being referred to as “ Remaining Branches ”), Buyer will deliver to the Selling Entity, within three (3) business days after Determination Date, a written notice that states for each Remaining Branch whether Buyer desires to continue to own and operate the Remaining Branch or to terminate its ownership and operation of such Remaining Branch (a “ Determination Notice ”).

                         (ii) With respect to any Remaining Branch that Buyer has determined to continue to own and operate (an “ Assumed Branch ”), the Branch Holdback for such Remaining Branch (together with any earnings on such amount) shall be delivered by the Escrow Agent to the Selling Entity simultaneous with the delivery of the Determination Notice. Subject to the first two sentences of Section 1.3(a) , Buyer shall be deemed to have assumed all executory obligations arising on and after the Closing Date under the Unexpired Lease for any Assumed Branch, and such obligations shall be deemed to be Assumed Liabilities for purposes of this Agreement, and the risk of failure to obtain the Estoppel and Consent Certificate shall be borne by Buyer, with Buyer receiving credit for any payments made under the License Agreement. With respect to any Remaining Branch that Buyer has determined not continue owning and operating (a “ Terminated Branch ”), the Branch Holdback (together with any earnings on such amount) for such Remaining Branch shall be delivered to Buyer. Additionally, Section 4.4(b) of this Agreement shall apply to the operation of any Assumed Branch by Buyer from and after the Closing Date.

                         (iii) With respect to any Terminated Branch, Buyer shall be deemed not to assume the Unexpired Lease with respect thereto (regardless of whether an Estoppel and Consent Certificate is thereafter received) and all obligations under and liabilities related to such Unexpired Lease, whether they arise before or after the Closing, shall be deemed an Excluded Liability for purposes of this Agreement, and the Buyer’s only obligation with respect to the Terminated Branch shall be Buyer’s obligations to the Selling Entity under the License Agreement. Additionally, within fifteen (15) calendar days after the delivery of the Determination Notice indicating that a Remaining Branch shall be deemed a Terminated Branch, Buyer shall (i) cease operations at the Terminated Branch, (ii) remove any and all improvements from the Terminated Branch made by Buyer after the Closing Date at Buyer’s sole cost and expense, (iii) deliver all keys for the Terminated Branches to the Selling Entity, and (iv) execute such documents as may be reasonably requested by the Selling Entity to evidence and/or confirm the termination of the right by Buyer to occupy the premises of the Terminated Branch. Only with respect to up to four (4) Terminated Branches, in the event that on or before the third (3 ^rd ) anniversary of the Closing Date, if Buyer opens for business any branch location that is located within a radius of three (3) miles of the Terminated Branch and engages in the same or substantially same business as the Terminated Branch at such location (a “ Replacement Branch ”), then the Buyer shall, within three (3) business days of the date on which the Replacement Branch opens for business to the general public, pay to Selling Entity an amount equal to the Branch Holdback for such Terminated Branch less the actual costs and direct

expenses incurred by Buyer in developing, constructing, building out, and opening such Replacement Branch, excluding any allocation of corporate overhead or management fees (or similar expenses) payable to any Affiliate of Buyer. Sellers acknowledge that the provisions of Section 2.6(b) of this Agreement shall restrict Sellers from operating a Competing Business at any Terminated Branch or from selling any assets relating to the Terminated Branch to any other person or entity owning or operating a Competing Business.

          2. Consideration and Payment; Allocation .

               2.1 Payment of Purchase Price for Purchased Assets . The purchase price to be paid to the Sellers by the Buyer for the Purchased Assets will be the sum of (a) One Hundred One Million Dollars ($101,000,000.00) (the “ Cash Amount ”), plus or minus (b) the amount, if any, by which Cash on Hand is greater or less than, respectively, One Million Five Hundred Thousand Dollars ($1,500,000.00) (the “ Cash Target ”), plus (c) the amount of any security deposits relating to the Purchased Assets, including those made in connection with real estate leases, utilities and any other purchased or leased equipment and identified on Schedule 2.1 (collectively, the “ Deposits ”) (such sum of the Cash Payment, the Cash Target and the Deposits collectively referred to herein as the “ Cash Consideration ”). In addition to the Cash Consideration, the Buyer will assume, from and after the Closing, the Assumed Liabilities as more particularly set forth in Section 4.1 .

               2.2 Payment of Consideration .

                    2.2.1 At the Closing, the Buyer shall pay the Cash Consideration reduced by the Escrow Amount as set forth in Section 13.8 to the Sellers in cash by federal or other wire transfer to the accounts previously designated by the Sellers jointly in writing.

                    2.2.2 The Buyer shall at Closing pay the Escrow Amount to the Escrow Agent, to be administered in accordance with Section 13.8 and the Escrow Agreement.

                    2.2.3 If the amount of Cash on Hand is not capable of being verified as of the opening of business on the Closing Date, such amount will be estimated for purposes of calculating the Cash Consideration, subject to verification within forty-eight (48) hours following the Closing Date, such verification to be agreed by the Parties in good faith. If the actual amount of Cash on Hand, as verified, is less than the amount estimated for purposes of the Closing (a “ Cash Deficiency ”), the Sellers will immediately wire the amount of the Cash Deficiency to the Buyer’s designated account, and if the amount of the Cash on Hand is greater than the amount estimated for purposes of the Closing (a “ Cash Surplus ”), the Buyer will immediately wire the amount of such Cash Surplus to an account designated by the Selling Entity.

               2.3 Apportionment . Notwithstanding Section 2.1 , to the extent that the Sellers made any payment(s) on account of rents, real estate taxes, personal property taxes, water, utilities and other operating expenses of any of the Businesses that are attributable, in whole or in part, to the period on or after the Closing Date, the Buyer shall, within ten (10) business days after receipt of the Sellers’ statement therefor by the Buyer, pay to the Selling Entity an amount equal to the payment(s) made on account of such items which are attributable

to the period of time on or after the Closing Date (collectively, the “ Buyer’s Apportionment ”). To the extent that the Buyer shall make any payment(s) on account of any rents, real estate taxes, personal property taxes, water, utilities and other operating expenses of any of the Businesses that are attributable, in whole or in part, to a period which includes a period of time prior to the Closing Date, the Sellers shall, within ten (10) business days after receipt of the Buyer’s statement therefor by the Selling Entity, pay to the Buyer an amount equal to the payment(s) made on account of such items which are attributable to the period of time prior to the Closing Date. If the Sellers fail to make such payment within the required ten (10) business days as required herein, the Buyer may claim such unpaid amount against the Escrow Amount.

               2.4 Satisfaction of Buyer’s Obligations . Upon the Buyer’s payment of the Cash Consideration and the Buyer’s Apportionment, the Buyer shall be deemed to have satisfied their obligations to make payments pursuant to this Agreement other than (a) the obligation of the Buyer to indemnify the Seller Indemnified Parties pursuant to Section 13.3 and (b) the Buyer’s assumption of the Assumed Liabilities pursuant to Section 4.1 .

               2.5 Tax Allocation . The Cash Consideration shall be allocated among the Purchased Assets as provided on Schedule 2.5 , which shall be prepared by the Selling Entity and delivered to Buyer no later than fourteen (14) days after the Effective Date. The allocation set forth on Schedule 2.5 shall be reasonably acceptable to Buyer. The allocation of the Cash Consideration among the Purchased Assets provided on Schedule 2.5 is intended to comply with Section 1060 of the Internal Revenue Code of 1986 and the rules and regulations thereunder, all as amended (the “ Code ”). In furtherance thereof, the Selling Entity will also no later than fourteen (14) days after the Effective Date complete and provide to Buyer a true and complete copy of, United States Internal Revenue Service Form 8594, in a manner consistent with Schedule 2.5 . The Buyer, the Sellers and their Affiliates shall report, act and file Tax Returns (including, but not limited to, Internal Revenue Service Form 8594) in all respects and for all purposes consistent with the allocations set forth on Schedule 2.5 and such Form 8594. The Sellers and the Buyer shall not (unless compelled by any governmental or regulatory authority or required by applicable Requirement of Law) take any position (whether in an audit, any Tax Return or otherwise) which is inconsistent with the allocations set forth on Schedule 2.5 and such Form 8594.

               2.6 Restrictive Covenants .

                    (a)  Acknowledgment . Each of the Sellers (the “ Restricted Persons ”) has special knowledge of the Sellers, the Businesses, and the Businesses’ methods of operations and relationships with customers and suppliers. The following covenants constitute material conditions to the transactions contemplated by this Agreement.

                    (b) Non-competition by Restricted Persons . For a period commencing on the Closing Date and ending immediately and without further action by any party hereto, on the fifth (5th) annual anniversary of the Closing Date, (the “ Restricted Period ”), no Restricted Person shall, in any location in any state in the United States or any province in Canada, directly or indirectly (including indirectly through any Affiliate of a Restricted Person) conduct or engage in a Competitive Business or directly or indirectly own, manage, operate, control, finance or participate in the ownership, management, operation, control or financing of,

or be connected as an agent, representative, consultant, employee, investor, owner, partner, manager, joint venturer, distributor or otherwise with, or permit their names to be used by, any Person engaged in any Competitive Business, except as set forth on Schedule 5.3(c) ; provided , however , that each of the Restricted Persons may own, directly or indirectly, solely as an investment, not more than five percent (5%) of any class of securities of any Person registered pursuant to the Securities Exchange Act of 1934, as amended, even if such Person engages in a Competitive Business. Notwithstanding anything to the contrary herein, the Restricted Period with respect to the Restricted Person shall be extended beyond the fifth (5th) anniversary of the Closing Date for a period of time equal to that period of time, if any, during which such Restricted Person engaged in a breach of any provision of this Section 2.6 .

                    (c)  Confidential Information; Personal Relationships . At all times during the Restricted Period, except as required (i) by applicable law or by legal or regulatory process, or (ii) in communicating with their legal, financial and tax or accounting professionals, the Restricted Persons shall keep secret and retain in strictest confidence, and shall not use for their respective benefit or others, or disclose to others, any confidential matters relating to any Business, including, without limitation, information regarding the intellectual property, trade secrets, product information, customer lists, details of contracts, pricing policies, price lists, trade promotion and discount schedules, operational methods, employee lists and evaluations, marketing plans or strategies, and business acquisition plans of the Businesses, other than such information that (i) is or becomes generally available to the public other than as a result of a breach of this Agreement by any of them; (ii) which is compelled as a matter of Law to be disclosed; provided , however , that if any Restricted Person receives notice that he or she may be required or ordered to disclose any such information, he or she shall give the Buyer prior written notice to allow Buyer to contest such requirement or order and cooperate with the Buyer (at Buyer’s expense) in seeking a protective order or other remedy to limit the disclosure of such information; (iii) which may be published or otherwise made available to the public by Buyer or any of its Affiliates; or (iv) which is independently developed by a Restricted Person without reference to Confidential Information.

                    (d)  Employees . During the Restricted Period, none of the Restricted Persons shall, on their behalf or on behalf of any other Person, directly or indirectly, as an agent, representative, consultant, investor, owner, partner, manager, joint venturer, distributor or otherwise, solicit the employment of, offer employment to, or hire or attempt to hire (whether as an employee, consultant or otherwise), any Person who provided services (as an employee or consultant) to any Business within the prior twelve (12) month period, or encourage any such Person to leave the employment of any Business after the Closing Date; provided , that the restrictions in this Section 2.6(d) shall not be applicable to the actual or attempted solicitation or hiring of (i) any Person whose employment is terminated by the Buyer after the Closing Date, (ii) any employee of Seller who does not become a Hired Employee at the time of Closing, or (iii) any Person listed on Schedule 2.6(d) .

                    (e) Non-disruption . During the Restricted Period, none of the Restricted Persons shall, on their behalf or on behalf of any other Person, directly or indirectly, as an agent, representative, consultant, investor, owner, partner, manager, joint venturer, distributor or otherwise, interfere with, disrupt or attempt to disrupt any past, present or prospective relationship, contractual or otherwise, between any Business on the one hand, and

any of its respective customers, prospective customers, suppliers, sales representatives, distributors, employees or consultants, on the other hand.

                    (f)  Negative Publicity . During the Restricted Period, none of the Restricted Persons shall make statements or any other expressions on television, radio, the internet or other media or to any third party, including, without limitation, in communications with any customers, suppliers, sales representatives or distributors, which are in any way disparaging or materially harmful to any Business, the Buyer or any of its Affiliates or the products and services of any Business, the Buyer or any of its Affiliates, except as required by Law. Additionally, during the Restrictive Period, none of the Buyer or any of its Affiliates shall make statements or any other expressions on television, radio, the internet or other media or to any third party, including without limitation in communications with any customers, suppliers, sales representatives or distributors which are in any way disparaging or materially harmful to the Restricted Persons or any of their respective family members or Affiliates, except as required by Law.

                    (g)  Rights and Remedies Upon Breach . If any Restricted Person (or the Buyer with respect to subsection (f) above) breaches, or threatens to commit a breach of, any of the provisions of this Section 2.6 (the “ Restrictive Covenants ”), then each of the Buyer and its Affiliates shall have the right and remedy to have the Restrictive Covenants specifically enforced by any court of competent jurisdiction, without the posting of a bond in excess of $5,000, it being agreed that any breach or threatened breach of the Restrictive Covenants would cause irreparable injury to the Buyer or its Affiliates and that money damages would not provide an adequate remedy to the Buyer and its Affiliates, which right and remedy is in addition to, and not in lieu of, any other rights and remedies available to the Buyer and its Affiliates under law or in equity.

                    (h)  Severability of Covenants . Each Restricted Person acknowledges and agrees that the Restrictive Covenants are reasonable, necessary and valid in duration and geographical scope and in all other respects. If any court determines that any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable, the remainder of the Restrictive Covenants shall not be affected thereby and shall be given full effect without regard to the invalid portions.

                    (i)  Blue-Penciling . If any court determines that any of the Restrictive Covenants, or any part thereof, are unenforceable because of the duration or geographical scope of such provisions, such court shall reduce the duration or scope of such provision, as the case may be, to the minimum extent necessary such that, in its reduced form, such provision shall then be enforceable.

          3. Closing .

               3.1 Closing Date; Location . Unless this Agreement shall have been terminated and the transactions contemplated hereby shall have been abandoned in accordance with Article 14 , and provided that the conditions to the Closing set forth in Article 9 and Article 10 are satisfied or waived, the consummation of the transactions contemplated hereby (the “ Closing ”) shall take place at the offices of Tobin & Reyes, P.A. 5355 Town Center Road,

Suite 204, Boca Raton, Florida 33486, at 10:00 a.m., local time, on the second (2 ^nd ) business day after the satisfaction or waiver of the conditions to the Closing set forth in Article 9 and Article 10 or such other place, date and time as the Parties shall agree. The date of the Closing is referred to as the “ Closing Date .” If the Closing occurs, then the Closing shall be deemed to be effective as of 12:01 a.m., Eastern Time on the Closing Date.

               3.2 Sellers’ Deliveries . At the Closing, the Sellers shall deliver to the Buyer the documents and items described in Section 11.1 .

               3.3 Buyer’s Deliveries . At the Closing, the Buyer shall deliver to the Sellers the documents and items described in Section 11.2 .

          4. Assumed Liabilities; Retained Liabilities; Certain Employee Matters .

               4.1 Assumed Liabilities . At the Closing, the Buyer is assuming only those executory obligations arising on the Closing Date and after the Closing under each of the Assumed Contracts and the Unexpired Leases, except for the Retained Liabilities (collectively, the “ Assumed Liabilities ”).

               4.2 Retained Liabilities . Subject to Section 2.3 of this Agreement, the Buyer shall not, by virtue of their acquisition of the Purchased Assets or otherwise, assume or become responsible for any Liabilities of the Sellers or any Affiliate of the Sellers, or any of the Businesses, of any kind and nature that are not expressly included within the definition of Assumed Liabilities (collectively, the “ Retained Liabilities ”), including but not limited to the following (but subject to Section 2.3 of this Agreement):

                    (a) Liabilities for accounts payable, or trade indebtedness, indebtedness to banks and other financial institutions (including the Wachovia Loan), or to shareholders, members or Affiliates;

                    (b) Liabilities in respect of any employee for any wages, salary, vacation pay, sick leave pay or pay for time not worked, back pay, severance or termination pay or other compensation, Taxes or arising in connection with or related to any Employee Benefit Plan, if any, including, pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“ COBRA ”). The Sellers shall be responsible for providing notices and continuation coverage as required by COBRA to all employees and other individuals who provide services to the Sellers in connection with the Businesses, their eligible dependents and all other qualified beneficiaries, who have or had a COBRA qualifying event prior to the Closing Date or in connection with the transactions contemplated by this Agreement;

                    (c) Liabilities relating to Taxes;

                    (d) except to the extent arising from or relating to any actions or conditions which first occur or exist on or after the Closing Date with respect to the Buyer’s operation of the Branches, all Liabilities of the Sellers relating to any condition with respect to contamination of air, soil, surface or ground waters, and all other environmental media at any real property ever owned, leased or operated by any of the Sellers, including any of the Branches;

                    (e) Liabilities relating to personal injury or property damage arising prior to the Closing Date or relating to goods and services sold prior to the Closing Date and alleged by third parties to be defective, including but not limited to all tort claims and claims seeking special or consequential damages attributable to allegedly defective goods, materials or services supplied by the Sellers;

                    (f) Liabilities relating to any of the matters identified on either of Schedule 5.14 or Schedule 5.15 ;

                    (g) Liabilities and executory obligations resulting from, arising out of, relating to, or caused by any breach of any Assumed Contract or Unexpired Lease occurring before the Closing Date;

                    (h) Liabilities and executory obligations resulting from, arising out of, relating to, or caused by any breach of warranty, infringement or violation of applicable Requirement of Law occurring before the Closing Date;

                    (i) Liabilities and executory obligations resulting from, arising out of, relating to, or caused by any event or condition occurring or existing on or before the Closing Date which through the passage of time or the giving of notice or both would constitute a breach or default by the Sellers under any Assumed Contract or Unexpired Lease;

                    (j) any other Liabilities of the Sellers or Liabilities arising out of the operations of the Businesses or the Purchased Assets before the Closing Date by the Sellers, including for any civil or criminal damages or penalties (including punitive and exemplary damages allowed by law and interest), imposed on or sought to be imposed on the Sellers or the Buyer or any of the officers, directors, members or stockholders of the Buyer, on account of any tortious, fraudulent, criminal or other act of the Sellers or any of their respective officers, directors, members or stockholders; and

                    (k) All common area maintenance and other adjustments under the Assumed Leases for the period prior to the Closing Date.

Without limitation to the foregoing, the intent and objective of the Sellers and the Buyer are that, except for the Assumed Liabilities, the Buyer shall not assume, and no transferee or successor liability of any kind and nature shall attach to the Buyer pertaining to, any of the Retained Liabilities, if any, all of which Retained Liabilities shall be the sole responsibility of and paid by the Sellers.

               4.3 Certain Employee Matters .

                    (a) The Buyer reserves the right, in its sole discretion, to make offers of employment to the employees of the Sellers who provide services for and on behalf of the Sellers’ Businesses at each Branch, all of which employees are listed on Schedule 4.3 (collectively, the “ Employees ”) as of and conditioned upon the occurrence of the Closing. The Buyer and the Sellers hereby acknowledge that any such offers of employment to the Employees shall be made on an at-will basis at substantially the same rate of compensation (exclusive of benefits) as is set forth on Schedule 4.3 . Schedule 4.3 accurately sets forth, by Branch with

respect to each Employee of the Sellers at such Branch (including any Employee who is on a leave of absence or on temporary layoff status subject to recall): (a) the name of such Employee and the date as of which such Employee was originally hired by the Sellers; (b) such Employee’s title and compensation structure (i.e., whether such employee receives compensation as a salaried or hourly employee); (c) such Employee’s annualized compensation if salaried or hourly rate if any hourly employee as of the date of this Agreement, including base salary or hourly rate, vacation and/or paid time off, accrual amounts as of September 1, 2007, and any other compensation forms; and (d) any governmental authorization or Permit that is held by such Employee and that is used in connection with the Businesses. Additionally, Schedule 4.3 includes a description of the Selling Entity’s bonus program for its employees. Nothing contained in this Agreement shall create any contract of employment or a promise of continued employment with the Buyer for any specified period, and no third party beneficiary rights are provided to any Employee pursuant to this Agreement. Accordingly, the Buyer and the Sellers acknowledge that all offers of employment made by the Buyer and the actual employment of any Employee shall, at all times, be subject to the Buyer’s right, in its sole discretion, to establish and modify, from time to time, the terms and conditions of the Employee’s employment and to terminate such employment at any time. Except as the Buyer may otherwise expressly agree in writing, any Employee hired by the Buyer (a “ Hired Employee ”) shall be treated as a new, at-will employee of the Buyer.

                    (b) Hired Employees shall be employed by the Buyer solely in accordance with the Buyer’s hiring and other employment policies and procedures, which may differ from the Selling Entity’s employment policies and procedures. Notwithstanding the foregoing, the Buyer shall have sole and absolute responsibility for any financial or other commitments that the Buyer may have to any of the Hired Employees, including any and all claims or obligations arising under any and all employment policies and procedures of the Buyer, under any employee benefit plan of the Buyer, or under any local, state, or federal law, rule, or regulation regarding termination of employment for any employment loss which occurs on or after the hiring of any Hired Employee by the Buyer. The Buyer shall be liable to each Hired Employee for all wages, severance benefits, unpaid vacation pay, unpaid sick and holiday pay, and other obligations of any kind whatsoever arising on and after the hiring of such Hired Employee by the Buyer. The Buyer is responsible for resolving any conflicts, errors or discrepancies with regard to a Hired Employee involving the Buyer’s employee policies and procedures with respect to the period of time on and after a Hired Employee is hired by the Buyer.

                    (c) Buyer shall extend service credit to each employee of Selling Entity with respect to the Business conducted at the Branches who is hired by Buyer on the Closing Date (each, a “ Hired Employee ”) for the full period of time each such Hired Employee worked for Selling Entity before the Closing Date. Nevertheless, although Buyer will base paid vacation time due each Hired Employee upon the period of time the Hired Employee has worked both for the Selling Entity before the Closing Date and for Buyer on and after the Closing Date, each Hired Employee must work for Buyer for six (6) full months before the Hired Employee is eligible for any paid vacation (in accordance with Buyers’ normal vacation policy).

                    (d) Hired Employees shall be employed by Buyer solely in accordance with Buyer’s hiring and other employment policies and procedures, which may differ

from Seller’s employment policies and procedures. Notwithstanding the foregoing, Buyer shall have sole and absolute responsibility for any financial or other commitments that Buyer may have to any of the Hired Employees, including any and all claims or obligations arising under any and all employment policies and procedures of Buyer, under any employee benefit plan of Buyer, or under any local, state, or federal law, rule, or regulation regarding termination of employment for any employment loss which occurs on or after the hiring of any Hired Employee by Buyer. Buyer shall be liable to each Hired Employee for all wages, severance benefits, unpaid vacation pay, unpaid sick and holiday pay, and other obligations of any kind whatsoever that accrue with respect to periods after the hiring of such Hired Employee by Buyer, and Selling Entity will pay to Hired Employees, as promptly after the Closing as practicable, all wages, severance benefits, unpaid vacation pay, unpaid sick and holiday pay, and other obligations of any kind whatsoever that accrue with respect to periods before the hiring of such Hired Employee by Buyer . Buyer is responsible for resolving any conflicts, errors or discrepancies with regard to a Hired Employee involving Buyer’s employee policies and procedures with respect to the period of time on and after a Hired Employee is hired by Buyer.

                    (e) The Sellers and the Buyer each acknowledge and agree that no covered plant closing or mass layoff (as such terms are defined in the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2101 et. seq. ) will occur with respect to the Branches up to and including the Closing Date, that the transactions contemplated by this Agreement shall not result in a covered plant closing or mass layoff, and that the Buyer does not intend to implement any such covered plant closing or mass layoff with respect to the Branches after the Closing.

                    (f) The Sellers agree that they shall continue to perform, at the Sellers’ expense, any post-termination obligations to the terminated Employees and their eligible dependents, including, without limitation, continuation of health insurance coverage under any applicable group health plan(s) pursuant to COBRA and the administration of any COBRA benefits or provision of notices related thereto for COBRA-qualified beneficiaries who had a COBRA qualifying event before the Closing Date and those who elect COBRA benefits following their termination in connection with the transactions contemplated by this Agreement.

               4.4 Operation of Businesses after Closing . Buyer agrees that Buyer shall be solely responsible for, and Sellers shall have no responsibility for, the following liabilities relating to the Businesses as conducted by Buyer on and after the Closing Date, except to the extent that such liabilities constitute Retained Liabilities: (a) all United States federal, state and local income tax liabilities based on the income of Buyer as a result of the Buyer’s operation of the Businesses, Purchased Assets, and /or the Branches on and after the Closing Date; (b) all liabilities arising out of Buyer’s conduct of the Businesses on and after the Closing Date, including, without limitation, all trade payables first arising or accruing on and after the Closing Date, but excluding Retained Liabilities and any Liabilities attributable to the Excluded Assets; (c) liabilities and obligations under the Assumed Liabilities first arising or accruing on and after the Closing Date; and (d) all obligations for salary and benefits due to employees of Buyer, including, without limitation, any Hired Employees, first arising or accruing on and after the Closing Date for services provided on and after the Closing Date.

          5. Representations and Warranties of the Sellers . The Sellers hereby jointly and severally represent and warrant to the Buyer as of the Effective Date as follows:

               5.1 Organization and Standing of the Selling Entity .

                    (a) The Selling Entity (i) is a corporation duly organized, validly existing and in active status under the laws of the State of Florida, (ii) is duly qualified and authorized to do business in each jurisdiction where it conducts business, owns property or has employees, except where failure to do so would not have a Material Adverse Effect on the Selling Entity, the Purchased Assets or the Businesses, (iii) has the applicable corporate power and is entitled to carry on the Businesses as now conducted by the Sellers, and (iv) is authorized to enter into and perform this Agreement and the Transaction Documents entered into or to be entered into and performed by the Sellers.

                    (b) True and complete copies of the Selling Entity’s articles of incorporation and bylaws are attached to this Agreement as Schedule 5.1(b) .

                    (c) Each Selling Shareholder that is not a corporation, limited liability company, trust or partnership is a competent adult.

               5.2 Authorization; Enforceability .

                    (a) This Agreement, the Transaction Documents delivered or to be delivered by the Sellers to the Buyer and the transactions contemplated by this Agreement have been duly authorized by all applicable corporate action required to be taken on the part of the Selling Entity, except as may be limited by (i) bankruptcy, insolvency or other similar laws affecting creditors’ rights generally, and (ii) equitable principles of general applicability..

                    (b) Each of the Sellers has full capacity, power and authority to execute and deliver this Agreement and the Transaction Documents.

                    (c) This Agreement and each of the Transaction Documents entered into or to be entered into and performed by the Sellers are and shall be legal, valid and

binding obligations of the Sellers, enforceable against each of the Sellers, as applicable, in accordance with their respective terms.

               5.3 Ownership; Subsidiaries and Affiliates.

                    (a) Except as set forth on Schedule 5.3(a) , no person or entity owns record, beneficial or equitable ownership of the Selling Entity.

                    (b) Except as set forth on Schedule 5.3(b) , the Selling Entity does not own, directly or indirectly, any debt, equity or other ownership or financial interest in any other entity. No shares or other ownership or other interests, either of record, beneficially or equitably, in any entity are included in the Purchased Assets.

                    (c) Except as set forth on Schedule 5.3(c) , the Sellers and/or their Affiliates do not operate at any location other than the Branches any business that is similar to the Businesses that are operated at any of the Branches.

               5.4 Noncontravention of Contemplated Transactions; Consents and Government Approvals .

                    (a) Except as set forth on Schedule 5.4(a) , the execution, delivery and performance of this Agreement and the Transaction Documents delivered or to be delivered pursuant to this Agreement by the Sellers, as applicable, and the consummation thereof do not and will not (i) violate any Requirements of Law applicable to the Sellers or any Order to which the Sellers are subject or by which any of their respective properties are bound, (ii) conflict with, or result in the breach of, or constitute (or with or without the passage of time or the giving of notice or both could reasonably be expected to constitute) a default under any Permit, License, Unexpired Lease or material Contract of the Sellers related to any Business, (iii) result in the creation of any Adverse Claim upon any of the Businesses, any of the Purchased Assets, or any of the Assumed Liabilities, or (iv) violate the Selling Entity’s articles of incorporation, bylaws or any other agreement to which the Sellers are subject or by which any their properties are bound.

                    (b) Except for applicable requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “ HSR Act ”) and except as set forth on Schedule 5.4(b) , no Consent or Regulatory Approval (excluding required Licenses and Permits of the Buyer) is required for the Sellers to enter into and perform this Agreement or any of the Transaction Documents to be executed by the Sellers, or in connection with the Sellers’ consummation of the transactions contemplated by this Agreement.

               5.5 Financial Matters . Attached to this Agreement as Schedule 5.5 are the following financial statements of the Selling Entity (collectively, the “ Financial Statements ”): (a) audited balance sheets and the statements of income as of and for each of the twelve (12) months ended December 31, 2006 and 2005 (the “ Year-End Financial Statements ”); and (b) the unaudited balance sheets and statements of income as of and for the eight (8) months ended August 31, 2007 (referred to herein as the “ Most Recent Financial Statements ”). The Year-End Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States (“ GAAP ”) consistently applied

through the periods involved and fairly present, in all material respects, the financial condition and results of operations of the Selling Entity as of and for the periods ended the date thereof. The Most Recent Financial Statements have been prepared on a cash basis of accounting consistently applied through the periods involved and fairly present, in all material respects, the financial condition and results of operations of the Selling Entity as of and for the periods ended the date thereof. The Financial Statements were prepared from, and properly reflect, the books and records of the Selling Entity, all of which books and records accurately and fairly reflect, in all material respects and in reasonable scope and detail, the revenues and expenses, assets and liabilities of the Selling Entity and such other information as is contained therein.

               5.6 Undisclosed Liabilities and Obligations . Except as set forth on Schedule 5.6 , the Selling Entity has no Liabilities except to the extent reflected or reserved against in the Most Recent Financial Statements or incurred in the ordinary course of business consistent with past practice since the date of the Most Recent Financial Statements.

               5.7 No Changes . Except as set forth on Schedule 5.7 , since December 31, 2006:

                    (a) the Sellers have operated the Businesses in the ordinary course in a manner consistent with past practices and paid and discharged, in accordance with past practice but not less than on a timely basis, all of the Selling Entity’s payables and other Liabilities;

                    (b) there has not been any development, event, change, circumstance or condition, whether considered alone or together any other one or more developments, changes, circumstances or conditions, that has had, or could have, a Material Adverse Effect upon any of (A) the Purchased Assets, (B) the nature and amount of the Assumed Liabilities, (C) the ability of the Sellers to satisfy and discharge fully the Retained Liabilities, (D) the business, prospects, operations, results of operations, liabilities or condition (financial or otherwise) of the Selling Entity, and (E) the ability of the Sellers to consummate the Transactions;

                    (c) there has not been any material loss, damage or destruction, whether covered by insurance or not, relating to or affecting the Businesses or the Purchased Assets;

                    (d) there has not been any increase in the compensation, salaries, commissions or wages payable or to become payable to any employees or agents of the Businesses, including any bonus or other employee benefit granted, made or accrued in respect of such employees or agents, or any increase in the number of such employees or agents (including any such increase or change pursuant to any Employee Benefit Plan, employment agreement or other commitment), except those granted, made or accrued in the ordinary course of business consistent with past practice;

                    (e) there has not been any labor dispute or disturbance relating to or affecting the Businesses, other than routine individual grievances that are not material to the

conduct, financial condition, Purchased Assets, Liabilities, Business, prospects or operations of the Businesses;

                    (f) there has not been any increase in the Sellers’ investment in or receivable from any Affiliate of the Selling Entity;

                    (g) there has not been any indebtedness for borrowed money incurred, assumed or guaranteed by the Selling Entity, except in the ordinary course of business consistent with historical levels and past practice;

                    (h) there has not been any Lien made on any assets of the Businesses other than Permitted Liens;

                    (i) there has not been any entering into, amendment or early termination of any Contract relating to employment to which the Selling Entity is a party, or any entering into, amendment or early termination of any material Contract to which the Selling Entity is a party, or any release or waiver of any material claims or rights under any Contract to which the Selling Entity is a party, other than in the ordinary course of business;

                    (j) there has not been any loan or advance made by the Selling Entity to any person or entity, other than advances made in the ordinary course of the Businesses or to the Selling Entity’s employees in the ordinary course of business in accordance with past practice;

                    (k) there has not been any grant of credit by the Selling Entity to any customer (including any distributor) on terms or in amounts more favorable than those that have been extended to such customer in the past, any other change in the terms of any credit heretofore extended by the Selling Entity or any other change of the Selling Entity’s policies or practices with respect to the granting of credit;

                    (l) there has not been any discharge, satisfaction or agreement to satisfy or discharge any Liability of the Selling Entity, other than the discharge or satisfaction in the ordinary course of business of current Liabilities reflected on the face of the Most Recent Financial Statements and current Liabilities incurred since the date of the Most Recent Financial Statements in the ordinary course of business;

                    (m) there has not been any deferral, extension or failure to pay any of the Liabilities of the Selling Entity as when the same become due or any allowance of the level of the Liabilities of the Selling Entity to increase in any material respect or any prepayment of any of the Liabilities of the Selling Entity;

                    (n) the Sellers have not made any change to the financial or Tax accounting methods, principles or practices used by the Selling Entity, except to the extent required by GAAP;

                    (o) the Sellers have not sold, leased, exchanged, transferred or otherwise disposed or, or agreed to sell, lease, exchange, transfer or otherwise dispose of, any assets of the Selling Entity with an individual fair money value of $100,000 or more, in each

case, or $250,000 in the aggregate which is not reflected in the Most Recent Financial Statements; and

                    (p) the Sellers have not entered into any Contract or written commitment to do any of the foregoing.

               5.8 Title to Properties .

                    (a) Except for (i) the properties and assets which are leased or licensed by the Sellers and identified with respect to each Branch on Schedule 1.1(b) ; (ii) the items of Software licensed to the Sellers and identified as such on Schedule 1.1(h) ; and (iii) the Leased Real Property on which each Branch and the corporate office is located, the Selling Entity has good and marketable title to all the Purchased Assets being sold by the Sellers to the Buyer, free and clear of all Adverse Claims, except the Permitted Liens. The Selling Entity has a valid and enforceable license, lease and right to use all assets included within the Purchased Assets which are either licensed or leased by the Selling Entity, and the Selling Entity enjoys peaceful and undisturbed possession thereunder.

                    (b) Except as otherwise identified on Schedule 5.8 , all of the Purchased Assets being sold by the Sellers to the Buyer are located at the Sellers’ Branches or corporate offices, and the Purchased Assets constitute all of the assets, tangible and intangible, and include all of the leases, licenses and other agreements necessary to operate the business of the Selling Entity as presently conducted at each of the Sellers’ Branches. Except as otherwise expressly contemplated by the first sentence of this Section 5.8 , no person or entity (including any Affiliate of the Sellers) owns or has any right or interest in any of the Purchased Assets used in connection with any of the Businesses.

               5.9 Real Estate .

                    (a) The Sellers do not own any real property used in the Business. The only real property used by the Selling Entity are the Branches and the corporate office, each of which is leased pursuant to the leases identified on Schedule 1.1(b) (collectively, the “ Leased Real Property ” or the “ Real Property ”).

                    (b) To the Sellers’ Knowledge, none of the Unexpired Leases and no extract or memorandum therefor has been recorded or filed with any recording or filing office of any jurisdiction by the Sellers and by the landlord thereunder.

                    (c) To Seller’s Knowledge (provided that this knowledge qualifier shall not apply in the case of improvements made by a Seller), all buildings, structures, fixtures and improvements, and all mechanical and operating systems comprising a part of the Real Property are structurally sound, in compliance with all material Requirements of Law and restrictive covenants, easements and any similar instruments and agreements pertaining thereto and in good condition, ordinary wear and tear excepted, and are sufficient to carry on the Businesses as conducted thereon. The Sellers are not aware of any uncured deficiencies by any landlord for any of the Branches and the Sellers have given the landlords all notices required to be given under the Assumed Leases.

                    (d) All utilities and services currently provided to the Branches, including alarm services, if any, are adequate for use in the Businesses as currently conducted thereon.

                    (e) The use and operation of the Branches are in conformance with all applicable Requirements of Law, Orders and Permits, except where failure to conform with applicable Requirements of Law, Orders and permits would not have a Material Adverse Effect on the Purchased Assets or Businesses. All utility charges previously due prior to the Effective Date and payable with respect to each Branch have been fully paid.

                    (f) To Sellers’ Knowledge, there are currently no restrictions on entrance to or exit from any of the Branches to adjacent public streets and highways and, to the Sellers’ Knowledge, no conditions exist that will result in the termination of the present access to and from any of the Branches to existing public streets and highways.

                    (g) To Sellers’ Knowledge, there are no proposed reassessments (other than regular periodic reassessments required by statute) of any of the Real Property by any Governmental or Regulatory Authority and there are no contingencies existing under which any assessment for real estate taxes may be retroactively filed against the Real Property.

                    (h) The Sellers have never received written notice of default in the performance, observance or fulfillment of any material obligation, covenant or condition contained in any Lease, easement, restrictive covenant or any similar instrument or agreement affecting any of the Real Property, which have not been cured or otherwise resolved to the reasonable satisfaction of the applicable landlord, landowner or governmental authority.

                    (i) To the Sellers’ Knowledge, there are no condemnation, appropriation or other proceedings involving any taking of any of the Branches pending or threatened.

                    (j) The Sellers have provided or caused to be provided to the Buyer true and complete copies of each Unexpired Lease.

                    (k) Except as set forth on Schedule 5.9 , no work has been performed on or materials supplied to the Real Property within any applicable statutory period which will give rise to mechanics’ or materialmen’s liens.

                    (l) Except as set forth on Schedule 5.9 , no notices to governmental agencies, Permits, licenses, approvals, taxes or fees (other than recording fees) are required to be filed, secured or paid for respecting either (i) the transfer of the leases of the Leased Real Property from the Sellers to the Buyer (other than landlord consents to assignment) as set forth in this Agreement or (ii) the entering of the Sellers and the Buyer into the Lease Agreements.

                    (m) To the Sellers’ Knowledge, there have been no occurrences or actions at any of the Leased Real Property during the respective lease terms for such Leased

Real Property that would form the basis for any claims, actions or legal proceedings by the respective landlords or any other third parties.

               5.10 Condition of Purchased Assets . The Purchased Assets are currently being used to carry on the Business as currently conducted and are in good condition and repair, ordinary wear and tear and obsolescence excepted. The operation and the use of the Purchased Assets are in conformance with all applicable Requirements of Law, Orders and Permits, except where failure to do so would not have a Material Adverse Effect on the Purchased Assets or the Businesses.

               5.11 Environmental . To the Knowledge of Sellers, there have occurred no events, conditions, circumstances, activities, practices, incidents, or actions that may give rise to any common law or statutory liability, or otherwise form the basis for any Legal Proceeding (as defined in Section 5.14 ), Order, remedial or responsive action, or study or investigation involving or relating to the Sellers or any Branch, based upon or related to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling, or the emission, discharge, release or threatened release into the environment of any pollutants, contaminants, chemicals or hazardous substances.

               5.12 Contracts and Commitments . Schedule 1.1(c) lists all Assumed Contracts other than the Unexpired Leases. True and complete copies of all written Contracts so listed have been delivered to the Buyer. In addition, Schedule 5.12 contains a true and complete description by the Sellers of all of the material terms of all oral Contracts, if any, included on Schedule 1.1(c) . The Sellers are not and, to the Sellers’ Knowledge, all other parties to any Unexpired Lease or Assumed Contract are not in breach of, or default under, any provision thereof, and no event has occurred which with or without the passage of time or the giving of notice or both would constitute a breach or default thereunder with respect to the Sellers and, to the Sellers’ Knowledge, with respect to such other parties to such Assumed Contracts and Unexpired Leases. No party to any Unexpired Lease or Assumed Contract has provided the Sellers with notice of such party’s intention to terminate or withdraw its participation in any Unexpired Lease or Assumed Contract. All copies of each written Assumed Contract delivered to the Buyer and the descriptions of each oral Contract contained in Schedule 1.1(c) contain and describe the entire agreement between the parties to such Contract as to the subject matter of such Contract, and there have been no waivers, forbearances or modifications of any kind whatsoever to the express terms set forth in such written Contract or as described with respect to such oral Contract.

               5.13 Patents, Trademarks, Copyrights and Domains . The Sellers do not own any patents or any patent applications. Schedules 1.1(f) and 1.1(g) contain complete and correct lists of all Copyrights, Trademarks and Domains owned or used by the Sellers in the conduct of the Businesses. Schedule 1.1(h) contains a complete and correct list of all Software used in the operations of the Businesses. Except as set forth on Schedule 5.13 , the Sellers have no obligation to make any payments by way of royalties, fees, or otherwise to any owner or licensor of, or other claimant to, any Copyright, Trademark or Domain on account of the Sellers’ conduct of the Businesses. To the Sellers’ Knowledge, the Sellers are not infringing or misappropriating, and the Sellers have not infringed upon or misappropriated, the rights of any other person or entity in connection with the operation of the Businesses.

               5.14 Pending Litigation, Proceedings or Investigations . Except as set forth on Schedule 5.14 , there is no suit, action, asserted claim, arbitration, grievance, litigation, administrative or other proceeding (a “ Legal Proceeding ”) pending or, to the Sellers’ Knowledge, threatened, against or related to the Selling Entity, the Businesses, the Assumed Liabilities or the Purchased Assets or which could adversely affect or restrict the ability of the Sellers to consummate fully the transactions contemplated by this Agreement. Schedule 5.14 also contains a true and complete list of all Orders to which the Sellers or, to the extent relating to the Sellers or the Businesses, are subject or by which any of their respective properties are bound.

               5.15 Absence of Restrictions; Compliance with Laws; Permits . Except as set forth on Schedule 5.15 , the Sellers are not subject to any Assumed Contract or Unexpired Lease that has the effect of limiting the Sellers’ right to engage or compete with any person or entity in any business. The Sellers have operated the Businesses in compliance with all Requirements of Law (including, without limitation, Chapter 560, Florida Statutes) and are not in violation of, or in default under, any Requirement of Law applicable to the Sellers or any Order issued or pending against the Sellers or by which the Sellers or any of their respective properties are bound. The Sellers have obtained or filed all Permits and Licenses that are required for the operation of the Businesses and the Branches. Schedule 1.1(j) contains a complete and accurate list, by Branch, of all of the Sellers’ Permits and Licenses. All such Permits and Licenses were made in accordance with applicable Requirements of Law when obtained or filed. Except as set forth on Schedule 5.15 , no deficiencies have been asserted by any Governmental or Regulatory Authority with respect to any Permit or License or applicable Requirements of Law that has not been finally resolved. All Permits and Licenses are valid and in full force and no revocation, cancellation, or withdrawal thereof has been effected or threatened, and the Businesses have at all times been operated in compliance with such Permits or Licenses.

               5.16 Deferred Presentment Agreements to Customers .

                    (a)  Schedule 1.1(a)(i) will, as of the Closing Date, contain a complete and accurate listing of each Deferred Presentment Agreement outstanding as of the Closing Date within each Branch, indicating the due date of the Deferred Presentment Agreement and whether any Deferred Presentment Agreement is in default.

                    (b) There has been no fraud, dishonesty or misrepresentation on the part of the Sellers, and the Sellers have no knowledge that they have entered into any Deferred Presentment Agreements in which there was fraud, dishonesty or misrepresentation on the part of any Customer.

                    (c) No Deferred Presentment Agreement is subject to any legally enforceable right of rescission, set-off, counterclaim or defense, including the defense of usury, nor will the operation of any of the terms of any Deferred Presentment Agreement, or the exercise of any right thereunder, render such Deferred Presentment Agreement unenforceable, in whole or in part, or subject such Deferred Presentment Agreement to any legally enforceable right of rescission, set-off, counterclaim or defense, including the defense of usury and no such right of rescission, set-off, counterclaim or defense has been asserted with respect thereto.

                    (d) All Requirements of Law including usury, truth in lending, consumer credit protection, equal credit opportunity or disclosure laws applicable to the origination and servicing and collection of each Deferred Presentment Agreement have been complied with in all material respects.

                    (e) The Sellers have no knowledge that (i) any Deferred Presentment Agreement is not genuine or not a legal, valid and binding obligation of the Customer thereof, nor that (ii) any Deferred Presentment Agreement is unenforceable in accordance with its terms.

                    (f) The Sellers have no knowledge that (i) any of its Customers lacked legal capacity to enter into a Deferred Presentment Agreement, (ii) any Deferred Presentment Agreement was not duly and properly executed by the Customer or (iii) any proceeds of any Deferred Presentment Agreement were not duly disbursed.

                    (g) All parties which have had any interest in any Deferred Presentment Agreement, whether as assignee, pledgee or otherwise, are (or, during the period in which they held and disposed of such interest, were) in compliance with any and all applicable “doing business” and licensing Requirements of Law.

                    (h) The Sellers have not waived any default, breach, violation or event of acceleration under any Deferred Presentment Agreement. Schedule 5.16(h) sets forth a complete and accurate list of all Deferred Presentment Agreements that are in default as of the Closing Date (with the schedule to be provided as of the Closing Date).

                    (i) The number of Customers of the Selling Entity that filed for protection under a bankruptcy proceeding following the origination of a currently outstanding Deferred Presentment Agreement is not materially and disproportionately larger than the number of Customers of Selling Entity that have historically filed for bankruptcy protection prior to the date of this Agreement following the execution of a Deferred Presentment Agreement by such Customers.

                    (j) No Deferred Presentment Agreement is secured by any collateral.

                    (k) Each Customer has received all disclosures required by all applicable Requirements of Law with respect to deferred presentment transactions of the same type as the Deferred Presentment Agreement made to such Customer and any rescission materials required by all applicable Requirements of Law.

                    (l) The Selling Entity is the sole owner and holder of the Deferred Presentment Agreements originated by the Selling Entity. No Deferred Presentment Agreement has been assigned or pledged by the Selling Entity (excluding liens filed by Wachovia Bank National Association in connection with the Selling Entity’s line of credit with such lienholder, all of which liens shall be terminated as of Closing), and the Selling Entity has good and marketable title thereto, free and clear of all Adverse Claims, except for Permitted Liens. The Sellers have full right to transfer and sell each Deferred Presentment Agreement to the Buyer, free and clear of Adverse Claims, except for Permitted Liens, and have full right and

authority, subject to no interest or participation in, or agreement with any other person or entity to sell or otherwise transfer such Deferred Presentment Agreement. The sale of each Deferred Presentment Agreement as and in the manner contemplated by this Agreement is sufficient to fully transfer to the Buyer all right, title and interest of the Selling Entity thereto as noteholder.

                    (m) Each Deferred Presentment Agreement was underwritten in accordance with the Sellers’ processes, procedures and guidelines for the making of such Deferred Presentment Agreements in effect at the time of origination, and supported by appropriate documentation contained in the file for such Deferred Presentment Agreement. With respect to each Deferred Presentment Agreement, the Sellers maintain a file which contains the original Deferred Presentment Agreement and evidence, in accordance with applicable Requirements of Law, of all disclosures to, and acknowledgments by, the borrower with respect to the terms and conditions of such Deferred Presentment Agreement.

                    (n) No Customer has notified the Sellers, and no relief has been requested or allowed to any Customer, under the Servicemen’s Civil Relief Act, except as set forth on Schedule 5.16(n) .

               5.17 Solvency . On and as of the date of this Agreement, and after giving effect to the Closing and the other Transactions, the Sellers are not, nor will be, insolvent as defined in, or otherwise in a condition which could render any transfer or conveyance made by the Sellers avoidable or fraudulent pursuant to, any Requirement of Law pertaining to bankruptcy, insolvency or creditors’ rights generally or relating to fraudulent conveyances, fraudulent transfers or preferences. The Sellers are receiving reasonably equivalent value and consideration from the Buyer for the Purchased Assets being sold by the Sellers and are not selling such Purchased Assets to the Buyer with the intent to hinder, delay or defraud any of their creditors.

               5.18 No Brokers . The Sellers have not engaged any person or entity as a broker, finder or intermediary for or on account of any of the Transactions.

               5.19 Receivables . Other than the Deferred Presentment Agreements and Returned Checks, the Sellers have no Receivables.

               5.20 Tax Matters . The Selling Entity has duly and timely filed all Tax Returns required to be filed by it. The Sellers have provided the Buyer with true and complete copies of all federal and state income Tax Returns for the Selling Entity for the tax years ended December 31, 2006, 2005 and 2004. Each Tax Return filed by the Selling Entity was true and complete in all material respects when filed. The Selling Entity has fully paid all Taxes that were due and payable, or asserted or claimed to be due and payable by any federal, state or local tax authority from the Selling Entity for the period covered by the applicable Tax Returns or any statement or other document issued by any such tax authority. The Sellers have not received any outstanding and unresolved notices from the IRS or any other governmental or regulatory authority of any proposed examination or of any proposed change in reported information relating to the Selling Entity except as set forth on Schedule 5.20 . There are no Adverse Claims of any kind for Taxes upon any of the Purchased Assets other than for those Adverse Claims for Taxes not yet due and payable. The Selling Entity has complied with all applicable

Requirements of Law relating to the payment and withholding of Taxes (including withholding Taxes pursuant to Sections 1441 and 1442 of the Code). All monies that the Selling Entity is required by applicable Requirement of Law to collect or withhold from the employees of the Selling Entity for income Taxes, social security and other payroll Taxes, or from independent contractors, shareholders or other third parties, have, within the time and manner presented by applicable Requirement of Law, been collected or withheld, and paid to the respective governmental or regulatory authority.

               5.21 Officers and Directors . Except as set forth on Schedule 5.21 attached to this Agreement, none of the officers, directors or shareholders of the Selling Entity has, within the past five (5) years:

                    (a) been convicted of, or pled guilty or no contest to, any crime (other than traffic offenses and other minor offenses);

                    (b) been named as a subject of any criminal Legal Proceeding (other than for traffic offenses and other minor offenses);

                    (c) been the subject of any Order or sanction relating to an alleged violation of, or otherwise found by any governmental or regulatory authority to have violated: (i) any Requirement of Law relating to consumer lending, (ii) any Requirement of Law respecting financial institutions, insurance companies, or fiduciary duties owed to any person or entity, (iii) any Requirement of Law prohibiting fraud (including mail fraud or wire fraud); or

                    (d) been the subject of any Order enjoining or otherwise prohibiting him or her from engaging in any type of business activity.

During the past five (5) years, (i) no petition under the Federal bankruptcy laws or any state insolvency or similar law has been filed by or against, and (ii) no receiver, conservator, fiscal agent or similar officer has been appointed for, the Selling Entity, the officers, directors, or shareholders of the Selling Entity or any partnership in which any of the foregoing individuals was a general partner or any entity of which any of the foregoing individuals was a director or an executive officer or had a position having similar powers and authority at or within two (2) years of the date of such filing or appointment.

               5.22 Additional Employee Matters . The information contained in Section 4.3 is true and complete in all material respects. Each Employee’s employment by the Sellers is “at-will.” The Sellers have no obligation to pay any Employee any severance or similar payments. No Seller is a party to or bound by any collective bargaining agreement and no collective bargaining agreement covering the Sellers’ employees is currently being negotiated. To the Sellers’ Knowledge, there are no threatened or contemplated attempts to organize for collective bargaining purposes any of the Sellers’ employees. There is no, and since January 1, 2002, there has been no, work stoppage, strike, slowdown, picketing or other labor disturbance or controversy by or with respect to the Sellers’ employees or former employees. In addition, except as set forth on Schedule 5.22 , no dispute with or claim against the Sellers relating to any labor or employment matter including employment practices, discrimination, terms and conditions of employment, or wages and hours is outstanding or, to the Sellers’

Knowledge, is threatened. There is no claim or petition pending before, and at no time since January 1, 2005, has there been, any claim or petition made to, any governmental or regulatory authority including the National Labor Relations Board or the Equal Employment Opportunity Commission against the Sellers with respect to any labor or employment matter, except as set forth on Schedule 5.22 .

               5.23 Employee Benefit Plans .

                    (a) No action or failure to take an action by the Sellers, any Affiliate of the Sellers (including Affiliates by reason of Sections 414(b), 414(c) or 414(m) of the Code (“ ERISA Affiliates ”)), or any other person, and no facts or circumstances exist that, could directly or indirectly subject the Buyer or any of its Affiliates (or any of their employees or directors) to any Liability of any nature with respect to any pension, profit-sharing, welfare, hospitalization, insurance, bonus, incentive, perquisite, paid time off, severance, employment or other benefit plan, policy, practice or agreement which is now, or has been at any time, sponsored, maintained, contributed to, or required to be contributed to by the Sellers or any of their ERISA Affiliates, to which the Sellers or any of their ERISA Affiliates are a party, or with respect to which the Sellers or any of their ERISA Affiliates has or could have any Liability of any nature (each such plan, policy, practice or agreement is referred to herein as a “ Benefit Plan ”).

                    (b) The only Benefit Plan sponsored or maintained by the Sellers that is subject to ERISA is CCS Financial Services, Inc. 401(k) Profit Sharing Plan. A true and complete copy of such Benefit Plan has been provided to the Buyer. Neither the Sellers nor any ERISA Affiliate has ever sponsored, maintained, contributed to or had any obligation to contribute to any Benefit Plan subject to Section 412 of the Code, or Title IV of ERISA, or intended to be qualified under Section 401(a) of the Code. No Employee is employed outside the United States, and no Benefit Plan is subject to the laws of any foreign jurisdiction.

                    (c) Except as set forth on Schedule 5.23(c)(1) , there are no current or former employees of the Selling Entity who are on leave of absence under either of the Uniformed Services Employment or Reemployment Rights Act or the Family Medical Leave Act. Schedule 5.23(c)(2) reflects: (i) each individual who has elected or has a right to elect continuation coverage under any Employee Benefit Plan pursuant to COBRA (29 U.S.C. §§1161 to 1169), as amended; and (ii) the date and type of each such individual’s qualifying event (as defined in 29 U.S.C. §1163).

                    (d) Excluding (i) death benefits or retirement benefits under any Employee Benefit Plan that is qualified under Section 401(a) of the Code and (ii) benefits, the full cost of which is borne by the current or former employee (or his beneficiary), no Employee Benefit Plan provides benefits, including death or medical benefits (whether or not insured), with respect to current or former employees after retirement or other termination of service.

               5.24 Accuracy and Completeness of Information . All written information furnished to the Buyer by the Sellers that is set forth in this Agreement or in any schedule to this Agreement (“ Written Information ”) is, and if furnished after the date of this

Agreement, will be, true and correct in all material respects and does not, and if furnished after the date of this Agreement, shall not, contain any untrue statement of material fact or fail to state any material fact necessary to make such Written Information, in the context and under the circumstances in which it is made, not misleading.

               5.25 FIRTPA . No Seller is a “foreign person,” “foreign corporation” or “foreign partnership” within the meaning of Section 1445 of the Code and the regulations thereunder.

               5.26 Insurance . Set forth in Schedule 5.26 is a complete and accurate list and description of all policies of fire, liability, product liability, workers compensation, health and other forms of insurance presently in effect with respect to the Businesses, the Purchased Assets and the Real Property (each a “ Policy ” and collectively, the “ Policies ”), true and correct copies of which have heretofore been delivered to the Buyer. Schedule 5.26 includes, without limitation, the carrier, the description of coverage, the limits of coverage, retention or deductible amounts, amount of annual premiums, date of expiration and the date through which premiums have been paid with respect to each such Policy, and any pending claims in excess of $50,000. All such Policies are valid, outstanding and enforceable policies and provide insurance coverage for the Real Property, the Purchased Assets and operations of the Selling Entity. Schedule 5.26 indicates each Policy as to which (a) the coverage limit has been reached or (b) the total incurred losses to date equal 75% or more of the coverage limit. No notice of cancellation, termination or refusal to renew has been received with respect to any such Policy, and no Seller has knowledge of any act or omission of the Selling Entity which could reasonably be expected to result in cancellation of any such Policy prior to its scheduled expiration date. The Selling Entity has not been refused any insurance with respect to any aspect of the operations of the Businesses nor has its coverage been limited by any insurance carrier to which it has applied for insurance or with which it has carried insurance during the last three years. The Selling Entity has duly and timely made all claims it has been entitled to make under each Policy of insurance, except for claims that have otherwise been resolved or as to which the Selling Entity is making good faith commercially reasonable efforts to resolve. Since January 1, 2005, all products liability and general liability Policies maintained by or for the benefit of the Selling Entity have been “occurrence” Policies and not “claims made” Policies. There is no claim by the Selling Entity pending under any such Policies as to which coverage has been questioned, denied or disputed by the underwriters of such Policies, and no Seller knows of any basis for denial of any claim under any such Policy. No Seller has received any written notice from or on behalf of any insurance carrier issuing any such Policy that insurance rates therefor will hereafter be substantially increased (except to the extent that insurance rates may be increased for all similarly situated risks) or that there will hereafter be a cancellation or an increase in a deductible (or an increase in premiums in order to maintain an existing deductible) or nonrenewal of any such Policy. Such Policies are sufficient in all material respects for compliance by the Selling Entity with all Requirements of Law and with the requirements of all material Contracts to which the Selling Entity is a party.

               5.27 Affiliates’ Relationships to Selling Entity .

                    (a)  Contracts With Affiliates . All leases, contracts, agreements or other arrangements between the Selling Entity and any of its Affiliates are described on Schedule 5.27(a) .

                    (b)  No Adverse Interests . No Affiliate has any direct or indirect interest in (i) any entity which does business with the Selling Entity or is competitive with the Businesses, or (ii) any property, asset or right which is used by the Selling Entity in the conduct of the Businesses.

                    (c)  Obligations . All obligations of any Affiliate of the Selling Entity to the Selling Entity, and all obligations of the Selling Entity to any Affiliate of the Selling Entity, are listed on Schedule 5.27(c) .

          6. Representations and Warranties of the Buyer. The Buyer represents and warrants to the Sellers as follows:

               6.1 Organization and Standing of Buyer. The Buyer (i) is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and (ii) has the authority to engage in the Businesses.

               6.2 Authorization . The execution, delivery and performance by the Buyer of this Agreement, the Transaction Documents to be entered into and performed by the Buyer and the Transactions have been duly authorized by all necessary organizational action on the part of the Buyer. This Agreement and each of the Transaction Documents entered into by the Buyer or to be entered into or performed by the Buyer have been duly entered into by the Buyer and constitute the legal, valid and binding obligations of the Buyer, enforceable against the Buyer in accordance with their terms, except as may be limited by (i) bankruptcy, insolvency or other similar laws affecting creditors’ rights generally and (ii) equitable principles of general applicability.

               6.3 Noncontravention of Contemplated Transactions; Consents and Government Approvals . The execution, delivery and performance of this Agreement and the Transaction Documents delivered or to be delivered pursuant to this Agreement by the Buyer and the consummation thereof do not and will not: (i) violate any Requirements of Law applicable to the Buyer or any Order to which the Buyer is subject or by which the Buyer’s properties are bound; or (ii) conflict with, or result in the breach of, or constitute (or with or without the passage of time or the giving of notice or both might constitute) a default under any material contract of the Buyer, or (iii) violate the Buyer’s certificate of incorporation or bylaws. Except for applicable requirements of the HSR Act and as set forth on Schedule 6.3 , no Consent or Regulatory Approval is required for the Buyer’s entering into and performance of this Agreement or any of the Transaction Documents to be executed by the Buyer or in connection with the Buyer’s consummation of the transactions contemplated by this Agreement.

               6.4 Authority; Finances . The Buyer has full authority to act for itself, and the Buyer is financially capable of consummating each obligation of the Buyer under the Transaction Documents.

               6.5 No Brokers . The Buyer has not engaged any person or entity as a broker, finder, or intermediate for or on account of any of the Transactions.

          7. Transfer Taxes and Fees . The Sellers shall pay all transfer, documentary, sales, use, stamp, registration and other Taxes and fees, if any, which may be payable with respect to the Transactions and will file all Tax Returns and documentation related thereto. If required by applicable law, the Buyer will join in the execution of any such Tax Return and other documentation. Additionally, Buyer shall reimburse Sellers up to $25,000 in out-of-pocket costs actually incurred by Sellers and paid to landlords under Unexpired Leases in order to obtain Consent and Estoppel Certificates from such landlords with respect to the Unexpired Leases. Buyer will be responsible for all costs and expenses incurred by Buyer in connection with obtaining any required licenses necessary to own and operate the Businesses from and after Closing, including without limitation any occupational licenses from local governments and any licenses required from the Florida Office of Financial Regulation.

          8. Covenants Prior to the Closing .

               8.1 Pre-Closing Access to Information . From the date hereof until the Closing, except as prohibited by applicable Law, the Sellers shall, and shall cause all of the Selling Entity’s officers, employees, agents, independent accountants and advisors to, furnish to the Buyer and its representatives, at reasonable times and places, (a) such access to the Branches as the Buyer may from time to time reasonably request, (b) such access to the assets, books and records of the Sellers as the Buyer may from time to time reasonably request and (c) such access to financial and operating data and other information relating to the Sellers as the Buyer may from time to time reasonably request, including access to the work papers of the Sellers’ independent auditors (with the consent of such auditors, which the Sellers obtained prior to the date hereof); provided , that any such access shall be limited to normal business hours upon the reasonable prior written request of the Buyer and shall not be conducted in a manner to interfere with the Selling Entity’s operations. The Buyer shall be entitled to inspect, examine, audit and photocopy all of such documents. In addition, during such period, with the prior consent of the Selling Entity in each instance (which consent shall not be unreasonably withheld or delayed), the Buyer and its representatives shall have access to suppliers, customers, officers, employees and agents of the Sellers and others having business dealings with the Sellers for the purpose of performing the Buyer’s due diligence investigation.

               8.2 Conduct of Business Pending the Closing . From the date hereof until the Closing, except as required or contemplated by the express terms of this Agreement and except for any actions taken by the Sellers of the type set forth in Schedule 8.2 or otherwise consented to by the Buyer in writing:

                    (a)  No Changes . The Sellers will carry on the Businesses in the same manner as heretofore and will not make or institute any material changes in the methods of purchase, sale, management, accounting or operation. Subject to applicable Law, the Sellers will use reasonable efforts to keep the Buyer informed as to the operations and activities of the Sellers and consult with representatives of the Buyer on important matters relating to or affecting the Sellers’ Businesses, assets or Liabilities.

                    (b)  Maintain Organization . The Sellers will take such action as is reasonably necessary to maintain, preserve, renew and keep in favor and effect the existence, rights, qualifications, licenses, permits, consents, authorizations, and regulations of the Sellers. The Sellers will use their best efforts to preserve the Businesses intact, to keep available to the Buyer their current employees and to preserve for the Buyer their current relationships with suppliers, customers, officers, employees and agents of the Sellers and others having business dealings with the Sellers.

                    (c)  No Breach . The Sellers will not do or omit any act that (i) may cause a breach of any Contract or result in Liability of the Sellers that in either case is material to the Sellers, (ii) may breach any representation or warranty made by the Sellers in this Agreement or (iii) would have required disclosure in Schedule 5.7 had it occurred after the date set forth in Section 5.7 and prior to the date hereof.

                    (d)  No Material Contracts . Subject to applicable Law, the Sellers will not enter into Contracts of any type, except for Contracts that satisfy each of the following criteria: (i) Contracts (including lease renewals) that are in the ordinary course of business and consistent with past practice; and (ii) Contracts that would not require disclosure in any schedule attached to this Agreement had they been in existence on the date hereof. Subject to applicable Law, the Sellers will not amend in any material respect or terminate Contracts of any type, or waive any material rights thereunder, other than in the ordinary course of business.

                    (e)  No Corporate Changes . No Seller will amend its charter, bylaws or similar organizational documents or make any changes in its authorized or issued capital stock. The Sellers will not issue any additional capital stock or enter into any Contract to issue any additional capital stock.

                    (f)  No Capital Expenditures . The Sellers will not make any capital expenditure, nor commit to make any capital expenditure, in excess of One Hundred Fifty Thousand Dollars ($150,000) (or its foreign currency equivalent as of the date hereof), except pursuant to a Contract disclosed in Schedules 1.1(c) or 5.12 .

                    (g)  Maintenance of Insurance . The Sellers will maintain each insurance policy in effect as of the date of this Agreement.

                    (h)  Maintenance of Property . The Sellers will use, operate, maintain and repair all of their assets in a normal business manner consistent with past practices. The Sellers will not sell, lease, grant or otherwise transfer or dispose of any of their assets, except for the sale of inventory items in the ordinary course of business.

                    (i)  Interim Financials . The Sellers will provide the Buyer with such interim monthly financial statements of the Selling Entity and other management reports as the Sellers have prepared and used in the ordinary course of managing the Businesses and measuring and reporting its operating results, as and when they are available. Such financial statements shall be prepared in accordance with the representations for the Most Recent Financial Statements set forth in Section 5.5 .

                    (j)  No Negotiations . No Seller will directly or indirectly (through a representative or otherwise) solicit or furnish any information to, commence or conduct presently ongoing negotiations with or enter into any Contract with any person or entity other than the Buyer relating to the sale or other disposition of all or any material portion of the assets of the Sellers or of all or any portion of the capital stock of the Sellers, in each case, whether directly or indirectly, or by merger, sale of stock, reorganization, recapitalization or otherwise (an “ Acquisition Proposal ”), and the Sellers will immediately provide the Buyer written notice of any such Acquisition Proposal and the terms thereof.

                    (k)  Trade Rights . The Sellers will not negotiate or enter into any license of any Trade Right that is used in the operations of any Business, whether as licensor or as licensee, but the Sellers will make all filings and payments, and complete all other action, necessary after the date hereof and prior to the Closing to obtain and perfect the Sellers’ rights in and to all Trade Rights that are used in the operations of the Businesses (but only to the extent that Selling Entity has already commenced efforts prior to the Effective Date to obtain and perfect such rights).

                    (l)  Tax Elections . The Sellers will not make any elections with respect to Taxes or any changes in the current elections made with respect to Taxes.

                    (m)  Location of Inventory . The Sellers will not process, use or store any inventory at any location other than the Branches or the Selling Entity’s corporate office.

                    (n)  No Transfer of Shares . No Selling Shareholder will transfer or attempt to transfer any capital stock in the Selling Entity; the Selling Entity will refuse to accept any certificates for any capital stock to be transferred or otherwise allow any such transfer to occur upon its books; and the Selling Entity will not transfer or attempt to transfer any of the capital stock of the Selling Entity.

               8.3 Further Actions . Subject t