ASSET PURCHASE AGREEMENT

Exhibit 10.1

ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (this " Agreement "), dated as of April 7, 2009, is made and entered into by and among Sterling Trust Company, a trust company organized under the laws of the State of Texas (" Seller "), United Western Bancorp, Inc., a Colorado corporation (" Parent "), Equity Trust Company, a South Dakota trust company (" Equity Trust "), and Sterling Administrative Services, LLC, a Texas limited liability company (" Texas Admin ").  ETC and Texas Admin are sometimes individually referred to herein as a " Buyer " and collectively as " Buyers ."  Seller, the Parent and Buyers are sometimes individually referred to herein as a " Party " and collectively as the " Parties ."

A.           Seller is in the business of providing custody and administration services for self-directed individual retirement accounts and qualified retirement plan accounts (the " Transferred Business "), as well as the business of providing escrow and paying agent services (the " Excluded Business ").

B.           Parent owns, indirectly through wholly owned subsidiaries, all of the issued and outstanding capital stock of Seller and will receive a substantial benefit if the transactions contemplated by this Agreement are consummated, and Buyers are unwilling to enter into this Agreement without the agreements of Parent set forth herein.

C.           Subject to the limitations and exclusions contained in this Agreement and on the terms and conditions hereinafter set forth, Seller desires to sell, and Buyers desire to purchase, all of Seller's right, title and interest in and to substantially all of the assets of Seller, and Buyers propose to assume certain specified liabilities and obligations of Seller relating to the Transferred Business.

NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants, agreements and conditions hereinafter set forth, and intending to be legally bound hereby, the Parties agree as follows:

ARTICLE I

DEFINITIONS

For purposes of this Agreement, the terms set forth in this Article I will have the meanings ascribed to such terms in this Article I when used herein with initial capital letters.  Other terms, when used herein with initial capital letters, shall have the meanings ascribed to such terms on the applicable page noted in the index of defined terms contained in this Agreement.

" Affiliate " means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with such other Person. For purposes of this definition, "control," "controlled" and "controlling" when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise.

" Applicable Law " means all applicable United States, foreign, federal, provincial, state or local laws (including common law), statutes, treaties, judicial decisions, regulations, rules, judgments, orders, decrees, injunctions and agreements with any Governmental Entity.

" Applicable Requirements " means, with respect to Seller (i) all applicable requirements of Applicable Law relating to the Purchased Assets and the servicing of the Custodial Accounts or otherwise applicable to Seller; (ii) all contractual obligations of Seller with respect to Custodial Rights, as set forth in the Custodial Agreements and (iii) all of Seller's custodial and compliance policies and procedures (a correct and complete description of which Seller has previously made available to Buyers).

" Business Day " means a day on which banks are authorized to conduct business in Cleveland, Ohio, but not including any Saturday or Sunday.

" COBRA " means the Consolidated Omnibus Budget Reconciliation Act of 1985.

" Code " means the Internal Revenue Code of 1986, as amended.

" Competitive Activities " mean (i) acting as a custodian or trustee for self-directed individual retirement accounts in which customers have the ability to invest through such accounts in Non-Traditional Assets or (ii) acting as custodian for or administrator of retirement plans qualified or intended to be qualified under Section 401(a) of the Code ("qualified retirement plans"), in each case conducted throughout the United States of America and Canada.

" Computer Systems " means any computer systems used by or for the benefit of the Transferred Business, and including (i) computer hardware and peripherals, telecommunications equipment and infrastructure and any other information technology related plant and equipment; and (ii) the documentation and data entered into such computer systems.

" Contract " means any contract, agreement, contract right, license agreement, franchise right or agreement, outstanding purchase or sale order, or binding quotation or executory commitment, arrangement or understanding, whether written or oral.

" Custodial Accounts " means the individual retirement accounts, qualified retirement plans and other personal custodial accounts that are held by Seller as custodian or administered by Seller in connection with the Transferred Business and that are created pursuant to the Custodial Agreements.

" Custodial Agreements " means the following Contracts between Seller and its customers, including all related forms, terms and conditions: (i) "Terms of Sterling Trust Company Individual Retirement Custodial Account;" (ii) "Terms of Sterling Trust Company SIMPLE Individual Retirement Custodial Account;" (iii) "Custodial Account Agreement Without Investment Advice;" and (iv) "Administrative Services Agreement for Qualified Plans."

" Custodial Assets " means all assets, tangible and intangible, held by Seller as custodian on behalf of customers in connection with the Transferred Business.

" Custodial Deposits " means all cash held by Seller as custodian on behalf of customers in connection with the Transferred Business.

" Custodial File " means, for each Custodial Account, copies of the applicable Custodial Agreement, as executed by the applicable customer, and all other documents, files and other items related thereto required to be maintained by the custodian pursuant to the Applicable Requirements.

" Custodial Rights " means all right, title and interest of Seller in and to (i) the right to perform custodial services under the Custodial Agreements, including the right to receive the fees and other income thereunder and the right to be custodian of all Custodial Assets, (ii) the related custodial obligations as specified in each Custodial Agreement, but excluding any obligation that is a Retained Liability, (iii) the right of ownership, possession, control and use of any and all Custodial Files pertaining to performing custodial services as provided in the Custodial Agreements, and (iv) all other rights, powers and privileges of Seller as the custodian under the Custodial Agreements as expressly set forth therein or as deemed pursuant the Applicable Requirements.

" Delinquent Payable " means any account payable that remains unpaid more than 30 days from its due date.

" Employee Benefit Plan " means with respect to any Person, each plan, fund, program, agreement, arrangement or scheme, including each plan, fund, program, agreement, arrangement or scheme maintained or required to be maintained under Applicable Law that is at any time sponsored or maintained or required to be sponsored or maintained by such Person or to which such Person makes or has made, or has or has had an obligation to make, contributions providing for employee benefits or for the remuneration, direct or indirect, of the employees, former employees, directors, officers, consultants, independent contractors, contingent workers or leased employees of such Person or the dependents of any of them (whether written or oral), including: each deferred compensation, bonus, incentive compensation, stock purchase, stock option and other equity compensation plan; each "welfare" plan (within the meaning of Section 3(1) of ERISA determined without regard to whether such plan is subject to ERISA); each "pension" plan (within the meaning of Section 3(2) of ERISA, determined without regard to whether such plan is subject to ERISA); and each severance, retention or change of control plan or agreement, health, supplemental unemployment benefit, hospitalization insurance, medical, dental, or life insurance, disability insurance, legal services and each other employee benefit plan, fund, program, agreement or arrangement.

" ERISA " means the Employee Retirement Income Security Act of 1974, as amended.

" ERISA Affiliate " means any Person that, together with Seller, would be deemed a "single employer" within the meaning of Section 414 of the Code.

" ERISA Affiliate Plan " means each Employee Benefit Plan sponsored or maintained or required to be sponsored or maintained at any time by any ERISA Affiliate, or to which such ERISA Affiliate makes or has made, or has or has had an obligation to make, contributions or provide benefits at any time.

" Expenses " means all expenses (including all fees and expenses of counsel, accountants, investment bankers, experts and consultants to a party hereto and its Affiliates) incurred in connection with or related to the authorization, preparation, negotiation, execution and performance of this Agreement and the other transactions contemplated hereby, including expenses related to the solicitation of governmental approvals and required third party consents and all other matters related to the other transactions contemplated hereby.

" Financing Documents " means the Credit Agreement and the agreements, documents, schedules and other instruments to be delivered at the Closing pursuant thereto, substantially in the forms attached as exhibits (or otherwise attached) to the form of Credit Agreement attached hereto as Exhibit F or, if no such forms are attached, in form and substance reasonably satisfactory to Buyers and Seller.

" GAAP " means generally accepted accounting principles as in effect in the United States, consistently applied.

" Governmental Entity " means any U.S., foreign, federal, state, regional, municipal or local governmental or administrative authority, including any court, tribunal, agency, bureau, committee, board, commission or instrumentality constituted or appointed by any such authority.

" Indebtedness " means any of the following: (i) any indebtedness for borrowed money, whether current, short-term or long-term, secured or unsecured, including all overdrafts and negative cash balances, (ii) any obligations evidenced by bonds, debentures, notes or other similar instruments, (iii) any obligations to pay the deferred purchase price of property or service not evidenced by trade accounts payable, (iv) any obligations as lessee under capitalized leases in accordance with GAAP, (v) any indebtedness created or arising under any conditional sale or other title retention agreement with respect to acquired property, (vi) any obligations, contingent or otherwise, under acceptance credit, letters of credit or similar facilities, (vii) all off-balance sheet financings, including synthetic leases and project financings, (viii) all unearned income and all income recorded on the books and records for services not yet rendered, (ix) all liability with respect to interest rate swaps, collars, caps and similar hedging obligations, (x) any indebtedness or other obligations (including any unpaid dividends, distributions or compensation) due to Seller or any of its Affiliates, (xi) any guaranty of any of the foregoing, and (xii) accrued and unpaid interest on, and prepayment premiums, penalties or similar contractual charges arising as a result of the discharge of, any such foregoing obligation.

" Intellectual Property "  means all intellectual property, including all patents and patent applications and any reissues, revisions, extensions, divisions, continuations, continuations-in-part and re-examinations thereof; statutory or common law copyrights and any renewals thereof; trademarks, trade names, service marks, and all goodwill associated therewith; domain names; all registrations and applications for any of the foregoing; software; design rights; and trade secrets and confidential business information (including all data and information, know-how, ideas, developments, drawings, specifications, bills of material, proprietary molds, methods, processes, techniques, formulae, compositions, vendor lists, customer lists, pricing and cost information, marketing information and plans, sales and promotional materials, and business plans).

" Knowledge of Seller " means all facts known by any of the officers or directors of Seller who are listed on Schedule 1.1(a) after due inquiry of the reporting persons listed on Schedule 1.1(a).

" Knowledge of Buyers " means all facts known by any of the officers or directors of Buyers who are listed on Schedule 1.1(b) after due inquiry of the reporting persons listed on Schedule 1.1(b).

" Leased Real Property " means the premises leased pursuant to the Real Property Leases.

" Lien " means, with respect to any property or asset, any mortgages, deeds of trust, liens (statutory or other), pledges, security interests, collateral security arrangements, conditional and installment agreements, claims, covenants, conditions, restrictions, reservations, options, rights of first offer or refusal, charges, easements, rights-of-way, encroachments, third party rights or other encumbrances or title imperfections or defects of any kind or nature.  For the purposes of this Agreement, a Person shall be deemed to own a property or asset that is subject to a Lien if it has acquired or holds such property or asset subject to the interest of a vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement relating to such property or asset.

" Material Adverse Effect " means, with respect to any Person, any state of facts, change, event, effect or occurrence that is or is reasonably likely to, individually or in the aggregate with all other states of fact, changes, events, effects or occurrences, (i) be materially adverse to the business, financial condition, or results of operations, of such Person, together with all subsidiaries of such Person, taken as a whole, or (ii) prevent or materially delay the consummation of the transactions contemplated by this Agreement; provided, however, that a Material Adverse Effect shall not include effects resulting from (a) changes, effects, events, occurrences or circumstances that generally affect the United States or the global economy or the industry in which such Person operates, except to the extent such changes, effects, events, occurrences or circumstances have a disproportionate impact on such Person relative to other participants in the industries in which such Person operates, (b) the execution, delivery or the announcement of this Agreement or the announcement of the transactions contemplated hereby, (c) changes in GAAP, except to the extent such changes have a disproportionate impact on such Person relative to other participants in the industry in which such Person operates, (d) changes in Applicable Law or interpretations thereof by a Governmental Entity, (e) effects or events caused by or resulting from the taking of any action required or permitted by this Agreement or approved in writing by the Parties or (f) any outbreak or material escalation of hostilities in which the United States is involved or any act of terrorism within the United States or directed against its facilities or citizens wherever located (other than any such outbreak, escalation or act that renders unusable any facility or property of such Person); provided, further, that a Material Adverse Effect shall include any Action instituted or commenced against Seller on or after the date hereof, whether or not covered by insurance, in connection with the Transferred Business that seeks or sought damages in excess of $3,000,000 or that is reasonably likely to involve payment by Seller or its insurer of an amount in excess of $3,000,000.

" S.P.A.R.K. Representation " means the representations and warranties of Seller and Parent set forth in the last sentence of Section 4.15(d), but only as they relate to the S.P.A.R.K. computer system.

" Straddle Tax Period " means any Tax period that begins before the Closing Date and ends after the Closing Date.

" Tax " and " Taxes " means all taxes, assessments, charges, duties, fees, levies or other governmental charges (including interest, penalties or additions associated therewith), including income, franchise, capital stock, real property, personal property, tangible, withholding, employment, payroll, social security, social contribution, unemployment compensation, disability, transfer, sales, use, excise, gross receipts, value-added and all other taxes of any kind, whether disputed or not, and any charges, interest or penalties imposed by any Governmental

Entity and including any obligation to indemnify or otherwise assume or succeed to the Tax liability of any other Person.

2.1   Purchase and Sale of Assets .  Upon the terms and subject to the conditions set forth in this Agreement, at the Closing Seller shall sell, assign, transfer and deliver to the applicable Buyer designated by ETC all right, title and interest of Seller in and to, and Buyers shall purchase, accept and receive, all assets, properties and rights (contractual or otherwise) and business of every kind and description, wherever located, personal or mixed, tangible or intangible, owned, held or used by Seller as the same shall exist on the Closing Date, including all of the assets shown on the Most Recent Balance Sheet and not disposed of in the Ordinary Course of Business after the date thereof, and all of the assets of Seller related principally to the Transferred Business acquired by Seller on or after the date hereof, but excluding the Excluded Assets (all such assets, properties and rights, excluding the Excluded Assets, collectively referred to herein as the " Purchased Assets ").  The Purchased Assets include:

(a)   All equipment, Computer Systems (including the Sterling Processing and Record Keeping (" S.P.A.R.K. ") computer system), furniture, data and telephone equipment supplies, and other tangible personal property of Seller, including the personal property listed on Schedule 2.1(a) (other than any such listed personal property disposed of in the Ordinary Course of Business);

(b)   The Permits held by or issued to Seller that are listed on Schedule 2.1(b).

(e)   All Permits held by or issued to Seller that are not listed on Schedule 2.1(b);

(f)   The charter documents, minute books, stock ledgers, accounting books and records, Tax Returns, books of account and other constituent records relating to the corporate organization of Seller;

(g)   The rights that accrue to Parent and Seller under this Agreement;

(h)   Any equity interests in any Person;

(i)   All causes of actions, judgments, claims or demands of whatever kind or description that Seller has or may have against any Person;

(j)   All bank accounts of Seller other than the Customer-Related Bank Accounts, including the bank accounts set forth on Schedule 2.2(j);

(k)   Any income Tax refunds that relate to Taxes incurred with respect to the Purchased Assets and that are allocable to a Pre-Closing Tax Period;

(l)   All assets of Seller related principally to the Excluded Business that are acquired in the Ordinary Course of Business on or after the date hereof; and

(m)   Those assets, properties and rights set forth on Schedule 2.2(m).

2.3   Assumption of Certain Liabilities .  

(a)   At the Closing, Buyers shall only assume and agree to pay, discharge or perform, as appropriate, the liabilities and obligations of Seller existing as of the Closing Date (collectively, the " Assumed Liabilities ") that:

(i)   arise under the Contracts listed on Schedule 2.1(d) or under the Custodial Agreements, but only to the extent (i) such liabilities and obligations relate to Seller and the conduct of the Transferred Business, (ii) the rights (including all Custodial Rights) under such Custodial Agreements and Contracts are assigned to such Buyer (or such Buyer is provided the benefits thereof), (iii) such liabilities and obligations arise and are first required to be performed after the Closing or for which indemnification is required under Section 8.3(e) and (iv) with respect to liabilities and obligations under the terms of the Custodial Agreements, such liabilities and obligations are explicitly set forth in a form of Custodial Agreement that has been made available by Seller to Buyers prior to the Closing Date; or

(ii)   constitute accounts payable or accrued expenses (or other current liabilities) that are reflected on the Working Capital Statement as finally determined pursuant to Section 3.5.

under Sections 8.3(d) or 8.3(e), any claim for fraud, recklessness, negligence, breach of duty or other tortious act of Seller, whether or not covered by insurance, (D) Seller's performance or failure to perform its obligations as custodian under the Custodial Agreements or arising out of or in connection with any violation by Seller of the Applicable Requirements, (E) any Action against Seller that arose out of or relates to actions or omissions of Seller in its capacity as custodian under the Custodial Agreements during the period Seller acted as custodian, or (D) any former operation of Seller or Parent that has been discontinued or disposed of prior to the Closing;

(ii)   For any Indebtedness of Seller (unless specifically included in current liabilities taken into account in the determination of Net Working Capital as finally determined pursuant to Section 3.5);

(iii)   For any Taxes (unless specifically included in current liabilities taken into account in the determination of Net Working Capital as finally determined pursuant to Section 3.5) ;

(iv)   To any current or former shareholder, director, consultant, employee or Affiliate of Seller or Parent;

(v)   Relating to, resulting from or arising under any Seller Benefit Plan or ERISA Affiliate Plan, including any severance, retention or termination payments, any pension obligations and any COBRA obligations (whether or not triggered by the transactions contemplated by this Agreement); and

(vi)   Any fees and expenses of counsel, accountants, brokers, financial advisors or other experts of Seller or Parent incurred in connection with the negotiation, preparation and execution of this Agreement and the transactions contemplated hereby.

(b)   Seller shall pay or otherwise satisfy in full, promptly when due, all Retained Liabilities.

of a third party (a " Restricted Contract "), then such assignment shall be subject to such consent or approval being obtained.  Subject to Section 6.7(a), Seller shall use its commercially reasonable efforts to obtain the written consent or approval to the assignment to Buyers of each Restricted Contract.  If and to the extent that any such consent or approval is not obtained on or prior to the Closing Date, subject to Section 6.7(a), (a) each Party agrees to cooperate with the other Party to obtain such consent or approval until such time as it shall have been obtained, (b) until such consent or approval is obtained, the Parties agree to cooperate to provide Buyers the benefit under any such Restricted Contract,  including by entering into any reasonable arrangement (including subleasing or contracting if permitted) to provide the Parties the economic and operational equivalent of obtaining such consents and approvals and assigning such Restricted Contract, including enforcement for the benefit of Buyers of all claims or rights arising thereunder, and the performance by Buyers of the obligations thereunder on a prompt and punctual basis.

3.1   Consideration .  Subject to the terms and conditions set forth in this Agreement, in consideration for the sale by Seller of the Purchased Assets, ETC or Texas Admin shall (a) assume and agree to perform and timely discharge the Assumed Liabilities and (b) pay to Seller the aggregate amount of $61,200,000 as adjusted pursuant to this Agreement (collectively, the " Purchase Price ").  At the Closing, Buyers shall (x) pay to Seller, by wire transfer of immediately available funds to the account or accounts designated by Seller, an amount equal to 25% of the Estimated Purchase Price (as defined and determined pursuant to Section 3.4(a) hereof and as adjusted pursuant to Section 3.5(a) hereof) and (y) deliver the Financing Documents to be delivered at the Closing in accordance with the terms of the Credit Agreement, including a promissory note in original principal amount of 75% of the Estimated Purchase Price.

facts giving rise to the obligation for such payments are known in the amounts necessary to give effect to the allocations provided for in this Section 3.3.

3.4   Custodial Deposits Adjustment .

(a)   At least two Business Days prior to the Closing Date, Seller shall deliver to Buyers a certificate (the " Estimate Certificate ") setting forth, with supporting detail, Seller's good faith estimate of the average Business Day daily amount of Custodial Deposits held by Seller during the Measurement Period (the " Estimated Deposit Amount ").  The " Estimated Purchase Price " shall be as follows:

(i)   If the Estimated Deposit Amount is greater than or equal to $300,000,000 (the " Deposit Benchmark "), then the Estimated Purchase Price shall be $61,200,000.

(ii)   If the Estimated Deposit Amount is less than the Deposit Benchmark, then the Estimated Purchase Price shall be $61,200,000 reduced by an amount equal to the product of (A) the difference of the Deposit Benchmark minus the Estimated Deposit Amount and (B) 0.2075.

(b)   Not later than thirty days after the Closing Date, Buyers will prepare and deliver to Seller a statement (the " Final Statement ") that sets forth in detail Buyers' determination of the average daily aggregate amount of Custodial Deposits held by Seller during the Measurement Period (the " Final Deposit Amount ").  The Final Statement as delivered by Buyers shall be final and binding on the Parties unless, within 30 days after delivery thereof to Seller, Seller gives notice to Buyers of its objections, if any, setting forth in reasonable detail its basis for each objection.  If notice of objection is given, the Parties shall consult with each other with respect to the objection.  If the Parties are unable to reach agreement within 15 days after the notice of objection has been given, the objection subject to such disagreement may be submitted by either Party to the Chicago office of Grant Thornton LLP (or if Grant Thornton LLP cannot or is unwilling to serve in such capacity, a nationally recognized, independent public accounting firm selected by mutual agreement of Seller and Buyers, or if they cannot agree, selected by mutual agreement of the independent public accounting firms regularly used by Seller and Buyers in the conduct of their respective businesses) (the " Deposits Auditor ").  The disagreement shall be determined by the Deposits Auditor on the basis of such procedures as the Deposits Auditor, in its sole judgment, deems applicable and appropriate, taking into account the nature of the issues, the amount(s) in dispute, and the respective positions asserted by the Parties and the terms of this Agreement.  The Deposits Auditor shall review the disputed matters and as promptly as practicable deliver to Seller and Buyers a statement in writing setting forth its determination as to the proper treatment of the items as to which there was disagreement, and such determination shall be final and binding upon the Parties to this Agreement.  It is the intention of the foregoing, among other things, that the scope of the review by the Deposits Auditor of any dispute between Buyers and Seller under this Section 3.4 be limited solely to the objections of Seller set forth in its notice of objection as provided in this Section 3.4(b), and such determination shall be within the range of the amounts proposed by Buyers and Seller.  In the event that Seller and Buyers submit any unresolved disputed issues to the Deposits Auditor, the fees and expenses of the Deposits Auditor shall be borne by Seller and Buyers on the basis of a

determination by the Deposits Auditor as to whom (Buyers or Seller) was least correct (in net dollar terms) in its determination of the disputed items.

(c)   Using the Final Deposit Amount as finally determined in accordance with Section 3.4(b), the Purchase Price shall be recalculated as follows (such recalculated Purchase Price, the " True-up Purchase Price "):

(i)   If the Final Deposit Amount is greater than or equal to the Deposit Benchmark, then the True-up Purchase Price shall be $61,200,000.

(ii)   If the Final Deposit Amount is less than the Deposit Benchmark, then the True-up Purchase Price shall be $61,200,000 reduced by an amount equal to the product of (A) the difference of the Deposit Benchmark minus the Final Deposit Amount and (B) 0.2075.

(d)   If the True-up Purchase Price is equal to the Estimated Purchase Price, no further payments under this Section 3.4 are required.  If the True-up Purchase Price is less than the Estimated Purchase Price, then Seller shall pay the difference to Buyers by wire transfer of immediately available funds to an account or accounts designated by ETC within five Business Days following the determination of the final amounts pursuant to Section 3.4(b).  If the True-up Purchase Price is greater than the Estimated Purchase Price, then Buyers shall pay the difference to Seller by wire transfer of immediately available funds to an account or accounts designated by Seller within five Business Days following the determination of the final amounts pursuant to Section 3.4(b).  For the avoidance of doubt, adjustments to the Purchase Price pursuant to this Section 3.4 shall affect the cash portion of the Purchase Price to be paid by Buyers and shall not affect the amount of the Seller Financing.

3.5   Working Capital Adjustment .

(a)   At least two Business Days prior to the Closing Date, Seller shall deliver to Buyers a certificate substantially in the illustrative form attached hereto as Exhibit B setting forth in detail its good faith estimate of the amount of Net Working Capital (the " Estimated Net Working Capital Amount ").

(i)   If the Estimated Net Working Capital Amount is equal to $525,000 (the " Working Capital Benchmark "), then there shall be no adjustment to the Estimated Purchase Price.

(ii)   If the Estimated Net Working Capital Amount is less than the Working Capital Benchmark, then the Estimated Purchase Price shall be decreased by an amount equal to such difference.

(iii)   If the Estimated Net Working Capital Amount is greater than the Working Capital Benchmark, then the Estimated Purchase Price shall be increased by an amount equal to such difference.

(b)   Buyers shall cause to be prepared in accordance with this Section 3.5 and deliver to Seller as promptly as practicable and in any event within 60 days after the Closing

Date a statement of Net Working Capital (the " Working Capital Statement ").  The Working Capital Statement shall (x) be prepared in a manner consistent with the accounting policies and procedures used in the preparation of the balance sheets included in the Seller Financial Statements (provided that if any type of asset or liability to be included in Net Working Capital has not been previously accounted for in the preparation of the balance sheets included in the Seller Financial Statements, then the Working Capital Statement shall be prepared in accordance with GAAP with respect to such asset or liability), and (y) otherwise prepared substantially in accordance with Exhibit B .  Seller and its representatives shall be given access to those employees of Buyers responsible for preparing (or who otherwise have knowledge regarding the contents of) the Working Capital Statement and all books, records and other data of Buyers with respect to Seller and necessary for the purpose of reviewing the Working Capital Statement and the methodology used by Buyers in preparing the Working Capital Statement, subject to customary third party access letters and indemnification agreements.

(c)   The Working Capital Statement as delivered by Buyers shall be final and binding on the Parties to this Agreement unless, within 30 days after delivery thereof to Seller, Seller gives notice to Buyers of its objections, if any, setting forth in reasonable detail its basis for each objection.  If notice of objection is given, the Parties shall consult with each other with respect to the objection.  If the Parties are unable to reach agreement within 15 days after the notice of objection has been given, the objection subject to such disagreement may be submitted by either Party to the Chicago office of Grant Thornton LLP (or if Grant Thornton LLP cannot or is unwilling to serve in such capacity, a nationally recognized, independent public accounting firm selected by mutual agreement of Seller and Buyers, or if they cannot agree, selected by mutual agreement of the independent public accounting firms regularly used by Seller and Buyers in the conduct of their respective businesses) (the " Working Capital Auditor "), as experts and not arbitrators.   The disagreement shall be determined by the Working Capital Auditor on the basis of such procedures as the Working Capital Auditor, in its sole judgment, deems applicable and appropriate, taking into account the nature of the issues, the amount(s) in dispute, and the respective positions asserted by the Parties and the terms of this Agreement.  The Working Capital Auditor shall review the disputed matters and as promptly as practicable deliver to Seller and Buyers a statement in writing setting forth its determination as to the proper treatment of the items as to which there was disagreement, and such determination shall be final and binding upon the Parties to this Agreement.  It is the intention of the foregoing, among other things, that the scope of the review by the Working Capital Auditor of any dispute between Buyers and Seller be limited solely to the objections of Seller set forth in its notice of objection as provided in this Section 3.5(c), and such determination shall be within the range of the amounts proposed by Buyers and Seller.  In the event that Seller and Buyers submit any unresolved disputed issues to the Working Capital Auditor, the fees and expenses of the Working Capital Auditor shall be borne by Seller and Buyers on the basis of a determination by the Working Capital Auditor as to whom (Buyers or Seller) was least correct (in net dollar terms) in its determination of the disputed items.

(d)   The Purchase Price shall be adjusted following the Closing as follows:

(i)   If the amount of the Net Working Capital as finally determined in accordance with Section 3.5(c) is equal to the Estimated Net Working Capital Amount, 

                then there shall be no further adjustment to the Purchase Price pursuant to this Section 3.5.

(e)   Any decrease in the Purchase Price payable under Section 3.5(d)(ii) shall be paid by Seller by wire transfer of immediately available funds to an account or accounts designated by ETC within five Business Days following the determination of the final amounts pursuant to Section 3.5(c).  Any increase in the Purchase Price payable under Section 3.5(d)(iii) shall be paid by Buyers to Seller within five Business Days following the determination of the final amounts pursuant to Section 3.5(c) by wire transfer of immediately available funds to the account or accounts designated by Seller.  For the avoidance of doubt, adjustments to the Purchase Price pursuant to this Section 3.5 shall affect the cash portion of the Purchase Price to be paid by Buyers and shall not affect the amount of the Seller Financing.

3.6   Qualified Plan Consent Adjustment .  

(a)   The Purchase Price shall be adjusted following the Closing as follows:

(i)   If and to the extent any Qualified Plan Consents are not obtained on or prior to the QP Consent Deadline as provided in Section 6.7(a), the Purchase Price shall be decreased by an amount equal to the sum of the following with respect to each customer from whom such Qualified Plan Consent was not obtained:  (A) the product of the QP Deposit Amount, if any, with respect to such customer multiplied by 0.2075, and (B) the product of the QP Revenue Amount with respect to such customer multiplied by 0.2084.

(ii)   If all Qualified Plan Consents have been obtained on or prior to the QP Consent Deadline as provided in Section 6.7(a), then there shall be no further adjustment to the Purchase Price pursuant to this Section 3.6.

(b)   Any decrease in the Purchase Price payable under Section 3.6(a)(i) shall be paid by Seller by wire transfer of immediately available funds to an account or accounts designated by ETC within five Business Days following the QP Consent Deadline.  For the avoidance of doubt, adjustments to the Purchase Price pursuant to this Section 3.6 shall affect the cash portion of the Purchase Price to be paid by Buyers and shall not affect the amount of the Seller Financing.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

OF SELLER AND PARENT

Seller and Parent jointly and severally represent and warrant to Buyers that the statements contained in this Article IV are true, correct and complete, subject to the qualifications and exceptions set forth in the disclosure schedule delivered by Seller and Parent to Buyers and dated the date hereof (the " Disclosure Schedule "), which is arranged in Sections corresponding to the numbered and lettered Sections in this Article IV.  The specification of any dollar amount in any representation or warranty contained in this Article IV is not intended to imply that such amount, or higher or lower amounts, are or are not material for purposes of this Agreement, and no Party shall use the fact of the setting forth of any such amount in any dispute or controversy between or among the Parties as to whether any obligation, item or matter not described herein or included in the Disclosure Schedule is or is not material for purposes of this Agreement.  Any fact or item which is disclosed on any section of the Disclosure Schedule in such a way as to make its relevance to a representation or representations made elsewhere in this Agreement or to the information called for by another section of the Disclosure Schedule to this Agreement reasonably apparent (without independent knowledge on the part of Buyers of the facts so disclosed) shall be deemed to be an exception to such representation or representations or to be disclosed on such other section of the Disclosure Schedule, as the case may be, notwithstanding the omission of a reference or cross-reference thereto.  

4.1   Organization .  Seller and Parent are corporations duly organized, validly existing and in good standing under the laws of the jurisdiction in which they were formed and have all requisite power and authority (corporate and other) to own, lease and operate their respective properties and to carry on their respective businesses as now being conducted.   Seller is duly qualified to do business and is in good standing in each jurisdiction listed in Section 4.1 of the Disclosure Schedule, is not qualified to do business in any other jurisdiction and neither the nature of the business conducted by it nor the property it owns, leases or operates requires it to qualify to do business as a foreign corporation in any other jurisdiction, except where the failure to be so qualified would not, individually or in the aggregate, have a Material Adverse Effect with respect to Seller.  Seller is not in default in the performance, observance or fulfillment of any provision of its Organizational Documents.  Seller has heretofore furnished to Buyers a complete and correct copy of its Organizational Documents.

4.2   Authorization .  Seller and Parent have full power and authority to execute and deliver this Agreement and any other certificate, agreement, document or other instrument to be executed and delivered by them in connection with the transactions contemplated by this Agreement (collectively, the " Seller Ancillary Documents ") and to perform their respective obligations under this Agreement and the applicable Seller Ancillary Documents and to consummate the transactions contemplated by this Agreement and the Seller Ancillary Documents.  The execution and delivery of this Agreement and the Seller Ancillary Documents by Seller and Parent, the performance by Seller and Parent of their respective obligations under this Agreement and the Seller Ancillary Documents, and the consummation of the transactions provided for in this Agreement and the Seller Ancillary Documents have been duly and validly authorized by all necessary action on the part of Seller and Parent.  Without limiting the generality of the foregoing, the board of directors of Parent and Seller have each unanimously

approved and adopted this Agreement and the transactions contemplated hereby in accordance with the provisions of the Colorado Business Corporation Act or the Texas Business Corporation Act, as applicable, and their respective organizational documents.  This Agreement has been duly executed and delivered by Seller and Parent, and constitutes the valid and binding obligation of Seller and Parent, enforceable against Seller and Parent in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally).  The Seller Ancillary Documents to which Seller and/or Parent is a party, when duly executed by Seller and/or Parent, will constitute the valid and binding obligations of Seller and/or Parent enforceable against Seller and/or Parent in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally).  Neither the execution and delivery of this Agreement or the Seller Ancillary Documents, nor the consummation by Seller or Parent of the transactions contemplated hereby or thereby, requires or will require the approval of the shareholders of Parent.

4.3   Ownership of Seller; No Subsidiaries .  Parent indirectly owns beneficially all of the issued and outstanding capital stock of Seller.  There are no outstanding subscriptions, options, warrants, puts, calls, agreements, understandings, claims, phantom share units or other commitments or rights of any type relating to the issuance, sale or transfer of any securities of Seller, nor are there outstanding any securities that are convertible into or exchangeable for any such securities, and Seller does not have any obligation of any kind to issue any additional securities or to pay for any of its securities or of any predecessor.  There are no voting trusts, proxies or other agreements or understandings with respect to the capital stock or equity interests of Seller.  There are no accrued but unpaid dividends or distributions on any shares of capital stock of Seller.  Seller does not have any subsidiaries, and does not hold any direct or indirect beneficial interest in any other Person.

4.4   Absence of Restrictions and Conflicts .  

(a)   Neither the execution and delivery of this Agreement or the Seller Ancillary Documents, nor the consummation by Seller or Parent of the transactions contemplated hereby or thereby, nor compliance by Seller or Parent with any of the provisions hereof or thereof, will (i) conflict with or result in a breach of any provision of the Organizational Documents of Seller or Parent, (ii) conflict with, constitute or result in a breach of any term, condition or provision of, or constitute a default under, result in or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation or imposition of any Lien upon any of the Purchased Assets pursuant to, or require any notice or consent under, any Material Contract, or any other note, bond, mortgage, indenture or other instrument (but understanding that the Custodial Agreements are not covered by this Section 4.4(a)) to which Seller or Parent is a party that is material to the Transferred Business or (iii) subject to receipt of the requisite approvals referred to in Section 4.4(b), violate any Applicable Law.

(b)   Other than approvals and consents required to be obtained from the Texas Department of Banking (the " TDOB ") as set forth on Section 4.4(b) of the Disclosure Schedule, no notice to, filing with, authorization of, exemption by or consent of any Government Entity is

necessary for the consummation by Seller or Parent of the transactions contemplated by this Agreement and the Seller Ancillary Documents.

4.6   Undisclosed Liabilities .  Seller does not have any liability or obligation of any nature, whether known or unknown, absolute, accrued, contingent or otherwise and whether due or to become due, except (a) as and to the extent disclosed or reserved against on the most recent balance sheet included in the Seller Financial Statements (the " Most Recent Balance Sheet "), (b) those provided in any Contract that constitutes a part of the Purchased Assets or the Excluded Assets, and (c) current liabilities incurred after the date of the Most Recent Balance Sheet in the Ordinary Course of Business.

4.7   Absence of Certain Changes .  Since December 31, 2008, there has not been:

(a)   Any occurrence, circumstance or combination thereof that reasonably could be expected to result in a Material Adverse Effect with respect to Seller;

(b)   Any increase in amounts payable by Seller as salary, bonus or severance to or for the benefit of, or committed to be paid by Seller to or for the benefit of, any director, officer, consultant, agent or employee of Seller whose total annual compensation exceeds $50,000 or any relatives of such person, or, since December 31, 2008 through the date hereof, other than in the Ordinary Course of Business, any increase in any benefits granted or provided for under any stock option, phantom stock, profit-sharing, pension, retirement, deferred compensation, group health, insurance, or other Seller Benefit Plan, payment or arrangement made to, with or for the benefit of any director, officer, consultant, agent or employee of Seller;

(g)   Any sale, lease or other disposition of, or any agreement to sell, lease or otherwise dispose of any of the Purchased Assets except in the Ordinary Course of Business;

(h)   Any purchase or disposal of or any agreement to purchase or to dispose of fixed assets for an amount in excess of $15,000 for any one purchase or disposal or $25,000 for all such purchases and disposals made by Seller or any lease or any agreement to lease, as lessee, any capital assets with payments over the term thereof to be made by Seller exceeding an aggregate of $25,000;

(i)   Any loan or advance (other than trade credit extended to customers of the Transferred Business in the Ordinary Course of Business not exceeding $5,000, in the aggregate, to any customer) made by Seller to any Person;

(j)   Any modification, waiver, change, amendment, release, rescission or termination of, or accord and satisfaction with respect to, any term, condition or provision of any Material Contract, other than any satisfaction by performance in accordance with the terms thereof in the Ordinary Course of Business; or

(k)   Any labor dispute or disturbance materially and adversely affecting the business operations, prospects or condition (financial or otherwise) of Seller, including the filing of any petition or charge of unfair labor practice with any Governmental Entity, efforts to effect a union representation election, actual or threatened employee strike, work stoppage or slowdown.

4.8   Litigation .  There is not, as of the date hereof, any suit, claim, action, litigation, arbitration, proceeding, consent order, investigation or hearing (each, an " Action ") pending, instituted, commenced or, to the Knowledge of Seller, threatened against Seller, whether or not covered by insurance, in connection with the Transferred Business that seeks damages in excess of $15,000 or that is reasonably likely to involve payment by Seller or its insurer of an amount in excess of $15,000.  As of the date hereof, in the past five years, there has not been any Action against Seller, whether or not covered by insurance, in connection with the Transferred Business that required the payment by Seller or its insurer of an amount in excess of $15,000.  To the Knowledge of Seller, there is no basis for any claim to be asserted against Seller, Parent or any

of their Affiliates involving the Transferred Business or affecting the Purchased Assets that is reasonably likely to result in an award of damages in excess of $15,000 or involving payment by Seller or its insurer of an amount in excess of $15,000.  Neither Seller, Parent nor any of their Affiliates has any material workers' compensation claims or liabilities pending or threatened with respect to the operations of the Transferred Business.  Neither Seller nor any of the Purchased Assets or the Transferred Business is subject to any order, writ, injunction or decree involving, affecting, relating to or arising out of the Transferred Business or the Purchased Assets.  Section 4.8 of the Disclosure Schedule contains a true and complete list of all causes of action, judgments, claims or demands of whatever kind or description that Seller has during the past three years filed with any court, arbitrator or other tribunal or has threatened in writing to file with any court, arbitrator or other tribunal against any Person other than any such cause of action, judgment, claim or demand filed or threatened to be filed by Seller as custodian for the benefit of a customer of Seller.

4.9   Compliance with Law; Permits .

(a)   Seller is, and has been at all times during the past five years, in compliance in all material respects with all Applicable Law.  Seller has not been charged in writing with and, to the Knowledge of Seller, is not now under investigation with respect to, a violation of any such Applicable Law.  To the Knowledge of Seller, Seller is not a party to or bound by any order, judgment, decree or award of any Governmental Entity.  Seller has filed all reports and has all Permits required to be filed with any Governmental Entity, except where a failure to complete such filing would not result in a Material Adverse Effect with respect to Seller.  It is the intent of the Parties that compliance with Applicable Laws relating to Taxes and ERISA are addressed by the representations, warranties and covenants of the Parties set forth in the sections of this Agreement specifically referencing such compliance and not by this Section 4.9.

(b)   Section 4.9(b) of the Disclosure Schedule contains a true and complete list of all Permits held by Seller in connection with the Transferred Business (the " Seller Permits "). The Seller Permits constitute all Permits necessary to own, lease and operate the Purchased Assets and to carry on the Transferred Business as it is now being conducted by Seller.  To the extent required to conduct the Transferred Business, Seller is approved by the TDOB.

4.10   Employee Benefit Plans .

(a)   Section 4.10(a) of the Disclosure Schedule contains a true and complete list of each Seller Benefit Plan currently maintained by Seller or for which Seller has any liability that has not been satisfied in full, indicating any special Tax status enjoyed by such plan.  Section 4.10(a) of the Disclosure Schedule specifically identifies each Seller Benefit Plan that is wholly or partially self-insured by Seller.

(b)   The files and records of Seller accurately reflect Seller's employees' employment histories, including their hours of service.

(c)   No Seller Benefit Plan or ERISA Affiliate Plan is or was subject to Title IV of ERISA or Section 412 of the Code, nor is any Seller Benefit Plan or ERISA Affiliate Plan

(e)   No fact or circumstance exists that could adversely affect the tax-exempt status of a Seller Benefit Plan that is intended to be tax-exempt.  Further, each Seller Benefit Plan intended to be "qualified" within the meaning of Section 401(a) of the Code and the trusts maintained thereunder that are intended to be exempt from Taxation under Section 501(a) of the Code has received a current favorable determination or other letter indicating that it is so qualified and has been so qualified during the period from its adoption to date.

(f)   Seller does not maintain, contribute to, or provide for any benefits of any kind whatsoever (other than under Section 4980B of the Code or a plan qualified under Section 401(a) of the Code) to any current or future retiree or former employee of Seller.

(g)   Seller has delivered to Buyers with respect to each Seller Benefit Plan correct and complete copies of all current summary plan descriptions and the most recent Internal Revenue Service determination letter, where applicable.

(h)   All contributions required to be made to any Seller Benefit Plan by Applicable Law or by any plan document or other contractual undertaking, and all premiums due or payable with respect to insurance policies funding any Seller Benefit Plan, for any period through the date hereof, have been timely made or paid in full or, to the extent not required to be made or paid on or before the date hereof, have been or will be fully reflected in the Seller Financial Statements.

4.11   Taxes .  

(a)   Seller has duly filed all Tax Returns (including those filed on a consolidated, combined or unitary basis) required to have been filed by Seller prior to the Closing Date.  All of the Tax Returns filed by Seller are true, correct and complete in all material respects, and all Taxes required to be paid in respect of the periods covered by such Tax Returns or otherwise due to any federal, state, foreign, local or other Governmental Entity (whether or not shown on any Tax Return) have been paid.  The unpaid Taxes of Seller do not, as of the Closing Date, exceed the reserve for Tax liability (as distinguished from any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the Most Recent Balance Sheet.  Seller does not have any liability for any Taxes in excess of the amounts so paid or reserves so established and Seller is not delinquent in the payment of any Tax, assessment or governmental charge.  No deficiencies for any Tax, assessment or governmental charge have been proposed in writing, asserted or assessed

(tentatively or definitely), in each case, by any Governmental Entity, against Seller for which there are not adequate reserves.

(c)   Seller has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party.

(d)   Seller is not obligated by any contract, agreement or other arrangement to indemnify any other Person with respect to Taxes.

(e)   Seller is not a party to any agreement, arrangement or plan that has resulted or could result in the payment of any amount that will not be fully deductible under Code Section 162(m) (or any corresponding provision of state, local or foreign Tax law).

4.12   Real Property .  Seller does not currently own, nor for the past three years has Seller owned, any real property.  During the past three years, Seller has not leased or operated any real property other than the Leased Real Property. The Leased Real Property constitutes the only real property used by Seller in the conduct and operation of the Transferred Business.  Seller has not subleased or assigned to any Person the right to lease or occupy the Leased Real Property.  

4.13   Title and Condition of Assets .  Seller has good and valid title to or a valid leasehold interest in all of the Purchased Assets, free and clear of all Liens other than the Permitted Liens.  The Purchased Assets are in good condition and repair (subject to normal wear and tear consistent with the age of the assets and properties) and, other than the Excluded Assets, constitute all of the assets and property now used in the conduct of the Transferred Business as presently conducted.  The property and assets set forth on Schedule 2.2(a) and the computer hardware and software listed under the heading "Computer Software Systems" on Schedule 2.2(m) are (a) principally related to the Excluded Busine