STOCK PURCHASE AGREEMENT

Stock Purchase Agreement

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Title: STOCK PURCHASE AGREEMENT
Governing Law: Tennessee Date: 10/27/2004
Law Firm: Woolf, McClane, Bright, Allen & Carpenter, PLLC;Glankler Brown, PLLC

STOCK PURCHASE AGREEMENT

BY AND BETWEEN

NATIONAL BANK OF COMMERCE,

A NATIONAL ASSOCIATION

AND

WARREN E. PAYNE

EFFECTIVE AS OF

OCTOBER 1, 2004

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STOCK PURCHASE AGREEMENT

This STOCK PURCHASE AGREEMENT, dated effective as of the 1st day of

October, 2004 (the "AGREEMENT"), is made and entered into by and between WARREN

E. PAYNE, a resident of Tennessee, or his assigns ("BUYER"), and NATIONAL BANK

OF COMMERCE, a national banking association ("SELLER").

WHEREAS, Buyer desires to purchase from Seller, and Seller desires to sell

to Buyer, all of the issued and outstanding shares of capital stock of Kenesaw

Leasing, Inc., a Tennessee Corporation ("KLI") and all of the issued and

outstanding shares of capital stock of J&S Leasing, Inc., a Tennessee

corporation ("JSL"; KLI and JSL are sometimes collectively referred to herein as

the "COMPANIES" and each is sometimes referred to as a "COMPANY"), upon the

terms and conditions set forth herein.

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

covenants, agreements, representations and warranties set forth herein, and for

other good and valuable consideration, the receipt and sufficiency of which are

hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I

PURCHASE AND SALE

SECTION 1.01 PURCHASE AND SALE. Upon and subject to the terms and

conditions of this Agreement, at the Closing, Seller shall sell, convey, assign,

transfer and deliver to Buyer, and Buyer shall purchase, acquire and accept from

Seller, all of the issued and outstanding capital stock of KLI (the "KLI

SHARES") and all of the issued and outstanding capital stock of JSL (the "JSL

SHARES"), free and clear of all liens and encumbrances.

SECTION 1.02 CERTIFICATES FOR THE SHARES. On the Closing Date, Seller

shall deliver to Purchaser a certificate or certificates which represent the KLI

Shares and a certificate or certificates which represent the JSL Shares

(collectively the "CERTIFICATES"), properly issued, executed and countersigned,

as appropriate.

ARTICLE II

PURCHASE PRICE

SECTION 2.01 PURCHASE PRICE. The total purchase price for the KLI

shares and the JSL shares (the "PURCHASE PRICE") shall be thirteen million

dollars ($13,000,000). The Purchase Price is allocated as follows: (a) the

purchase price for the KLI Shares is seven million two hundred fifty thousand

dollars ($7,250,000); and (b) the purchase price for the JSL Shares is five

million seven hundred fifty thousand dollars ($5,750,000).

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents, warrants, covenants and agrees to and with Buyer, as of

the date hereof, as follows. For purposes of this Agreement, whenever a

statement herein is qualified by the

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phrase "TO SELLER'S KNOWLEDGE" or "TO THE KNOWLEDGE OF SELLER" it is intended to

mean that the President and Chief Executive Officer of Seller, William B. Reed,

Jr., does not have current, actual knowledge of the inaccuracy of such

statement, without having undertaken any detailed independent investigation to

determine the accuracy thereof.

SECTION 3.01 ORGANIZATION. Each of the Companies is a corporation duly

organized, validly existing under the laws of Tennessee and has all requisite

power and authority to own, lease and operate its properties and to carry on its

business as are now being conducted. Each of the Companies has delivered to

Buyer accurate and complete copies of its Charter and Bylaws, as currently in

effect, and has made available to Buyer all of its minute books and stock

records.

SECTION 3.02 SUBSIDIARIES. Each of the Companies does not own or

control, directly or indirectly, any of the outstanding equity securities, or

have any other ownership interests in, any corporation, partnership,

association, subsidiary or other entity.

SECTION 3.03 CAPITALIZATION.

(a) The authorized capital stock of KLI consists of 1,000 shares of KLI

common stock, of which 100 shares are issued and outstanding. No such shares

are held in treasury. All of the outstanding shares of KLI common stock are

owned legally, of record and beneficially by Seller, free and clear of any lien,

claim, encumbrance or charge whatsoever. All issued and outstanding shares of

KLI common stock are validly issued, fully paid, nonassessable and free of

preemptive rights. There is not any outstanding or authorized subscription,

option, warrant, call, right, commitment or any other agreement of any nature

whatsoever obligating KLI to issue, transfer, sell, purchase, redeem or acquire

any shares of capital stock or other securities of KLI or any other securities

or contracts convertible into or evidencing the right to subscribe for or

otherwise acquire any shares of capital stock or other securities of KLI.

(b) The authorized capital stock of JSL consists of 2,000 shares of JSL

common stock, of which 100 shares are issued and outstanding. No such shares

are held in treasury. All of the outstanding shares of JSL common stock are

owned legally, of record and beneficially by Seller, free and clear of any lien,

claim, encumbrance or charge whatsoever. All issued and outstanding shares of

JSL common stock are validly issued, fully paid, nonassessable and free of

preemptive rights. There is not any outstanding or authorized subscription,

option, warrant, call, right, commitment or any other agreement of any nature

whatsoever obligating JSL to issue, transfer, sell, purchase, redeem or acquire

any shares of capital stock or other securities of JSL or any other securities

or contracts convertible into or evidencing the right to subscribe for or

otherwise acquire any shares of capital stock or other securities of JSL.

SECTION 3.04 AUTHORITY. Seller has full corporate power and authority

to execute and deliver this Agreement and to consummate the transactions

contemplated hereby. The execution and delivery of this Agreement and the

consummation of the transactions contemplated hereby have been duly and validly

authorized by the Board of Directors of Seller, and no other corporate

proceedings on the part of Seller, KLI or JSL are necessary to authorize this

Agreement or to consummate the transactions so contemplated. This Agreement has

been duly and validly executed and delivered by Seller and constitutes a valid

and binding agreement of Seller, enforceable against Seller in accordance with

its terms, subject to applicable bankruptcy,

<PAGE>

insolvency and other similar laws affecting the enforceability of creditors'

rights generally, general equitable principles and the discretion of courts in

granting equitable remedies.

SECTION 3.05 CONSENTS AND APPROVALS; NO VIOLATION. No filing with, and

no permit, authorization, consent or approval of, any public body or authority

is necessary for the consummation of the transactions contemplated by this

Agreement by Seller. No consent or approval of or notice to any person other

than a government entity, public body or authority is required to be obtained or

given by Seller in connection with the execution and delivery of this Agreement

or the consummation of the transactions contemplated hereby. Neither the

execution and delivery of this Agreement, nor the consummation of the

transactions contemplated hereby, nor compliance by Seller with any of the

provisions hereof will (i) conflict with or result in any breach of any

provision of the Articles of Incorporation, Bylaws or similar governing

instruments of Seller, or (ii) violate any order, writ, injunction, judgment,

decree, law, statute, rule or regulation applicable to Seller.

SECTION 3.06 FINANCIAL STATEMENTS BOOKS AND RECORDS. Seller has

previously furnished to Buyer the balance sheets of each of the Companies as of

December 31, 2002 and 2003, and the related statements of income, retained

earnings and cash flows for each of the twelve (12) month periods then ended,

and related statements of income, retained earnings and cash flows for the

periods then ended, together with the notes thereto (such financial statements

having been prepared under the direction of Warren E. Payne and Johnny F. Grubb

are hereafter collectively referred to as the "FINANCIAL STATEMENTS"). Seller

has also provided to Buyer true and correct copies of the interim balance sheets

of each of the Companies as of August 31, 2004, and related statements of

income, retained earnings and cash flows for the period then ended, together

with the notes thereto (such financial statements having been prepared under the

direction of Warren E. Payne and Johnny F. Grubb are hereinafter referred to as

the "INTERIM FINANCIAL STATEMENTS"). A copy of the August 31, 2004 balance

sheet is attached hereto as Exhibit 3.06. Since August 31, 2004, Seller has not

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made, or caused to be made, any changes, adjustments or charges to the Interim

Financial Statements, or any draws against the Companies' line of credit or

charges or debits to the Companies' accounts, other than in the ordinary course

of business and consistent with Seller's past practice with respect to the

Companies. To Seller's knowledge, the Interim Financial Statements are true,

complete and correct, and the balance sheet (including the related notes)

included in the Interim Financial Statements fairly presents the financial

position of each of the Companies as of August 31, 2004, and the other related

statements (including the related notes) included in the Interim Financial

Statements fairly present the results of operations and the changes in financial

position of each of the Companies as of such date, in each case in accordance

with reasonably prudent business practices, consistently applied.

SECTION 3.07 UNDISCLOSED LIABILITIES. To the knowledge of Seller, as

of August 31, 2004, each of the Companies had no indebtedness or liability

(whether accrued, absolute, asserted, unasserted, contingent or otherwise, and

whether due or to become due) which is not shown on or reserved for in the

Financial Statements or the notes thereto and is required to be so shown or

reserved for therein in accordance with reasonably prudent business practices,

consistently applied. Since August 31, 2004, to the knowledge of Seller the

Companies have not incurred any indebtedness or liability (whether accrued,

absolute, asserted, unasserted, contingent or otherwise, and whether due or to

become due), other than liabilities or

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indebtedness incurred in the ordinary course of business consistent with past

practice, and no such liability or indebtedness incurred in the ordinary course

of business consistent with past practice has had or could reasonably be

expected to have a material adverse effect on the business, operations,

financial or other condition or prospects of each of the Companies, or has had

or could reasonably be expected to have a material adverse effect on Seller's

ability to consummate the transactions contemplated hereby.

SECTION 3.08 EMPLOYEE BENEFIT PLANS.

(a) For purposes of this Section 3.08, the term "BENEFIT PLAN" means

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any plan, program, arrangement, practice or contract that provides benefits or

compensation to or on behalf of employees or former employees of either of the

Companies or of any "ERISA AFFILIATE" (as hereinafter defined), whether formal

or informal, whether or not written, including, but not limited to, the

following types of Benefit Plans:

(i) any bonus, incentive compensation, stock option, deferred

compensation, commission, severance, golden parachute or other executive

compensation plan, rabbi trust, program, contract, arrangement or practice;

(ii) any "employee benefit plan" (as defined in Section 3(3) of

the Employee Retirement Income Security Act of 1974, as amended ("ERISA")),

including any multi-employer plan (as defined in Section 3(37) and Section

4001(a)(3) of ERISA), defined benefit pension plan, profit sharing plan,

money purchase pension plan, savings or thrift plan, stock bonus plan,

employee stock ownership plan, or any plan, fund, program, arrangement or

practice providing for medical (including post-retirement medical),

hospitalization, accident, sickness, disability, or life insurance

benefits; and

(iii) any stock purchase, vacation, scholarship, day care, prepaid

legal services, severance pay or other fringe benefit plan, program,

arrangement, contract or practice.

(b) For purposes of this Section 3.08, the term "ERISA AFFILIATE" means

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each trade or business (whether or not incorporated) that, together with the

Companies, is treated as a single employer under Section 414(b), (c), (m), (o)

or (t) of the Internal Revenue Code of 1986, as amended (the "CODE").

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does not maintain, has not at any time during Seller's ownership of the

Companies established or maintained, is not obligated, and has not at any time

during Seller's ownership of the Companies been obligated, to maintain or to

make contributions to or under or otherwise participate in, any Benefit Plan.

(d) Neither of the Companies nor any ERISA Affiliate thereof maintains,

or has at any time during Seller's ownership of the Companies established or

maintained, or is obligated, or has at any time been obligated, to maintain or

to make contributions to or under, or have at any time during Seller's ownership

of the Companies incurred any material withdrawal liability under, any

multi-employer plan (as defined in Section 3(37) and Section 4001(a)(3) of

ERISA)

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or any plan which is subject to the provisions of Title IV of ERISA. Each of

the Companies does not maintain, has not at any time during Seller's ownership

of the Companies established or maintained, is not obligated, and has not at any

time during Seller's ownership of the Companies been obligated, to maintain or

to make contributions to or under any organization described in Sections

501(c)(9) or 501(c)(20) of the Code.

(e) Each Benefit Plan maintained by either of the Companies or any

ERISA Affiliate thereof, and each Benefit Plan maintained by an ERISA Affiliate

of either of the Companies (i) which is subject to Title IV of ERISA or (ii) the

deductibility of the expenses under which is subject to Section 162(k) of the

Code, has at all times been maintained, by its terms and in its operation, in

accordance with all applicable laws and all contributions to or under each

Benefit Plan, including all matching contributions required under each Benefit

Plan, and all expenses for each such Benefit Plan, due as of the date hereof

have been paid in full and are fully deductible for income tax purposes for the

taxable year for which such contributions were made or such expenses were paid;

all reporting, disclosure, notice and nondiscrimination and other applicable

requirements under ERISA and the Code have been properly and timely satisfied in

full; and there are no issues outstanding or audits scheduled with the Internal

Revenue Service ("IRS") or the Department of Labor with respect to a Benefit

Plan.

(f) No "reportable event," non-exempt "prohibited transaction,"

"accumulated funding deficiency," or breach of fiduciary duty has occurred

within the most recent five (5) plan years with respect to any Benefit Plan.

(g) Each Benefit Plan that is intended to meet the requirements of a

"qualified plan" under Code Section 401(a) has received a determination from the

Internal Revenue Service that such Benefit Plan is so qualified, and nothing has

occurred since the date of such determination that could adversely affect the

qualified status of any such Benefit Plan. All such Benefit Plans have been

timely amended in accordance with any applicable legislation, including the tax

legislation known as "GUST" and "EGTRRA".

(h) No action, suit, proceeding, hearing or investigation, including

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

Plan (other than routine claims for benefits), is pending or threatened, nor is

Seller aware of any basis for any such action, suit, proceeding, hearing or

investigation.

(i) All monies withheld from employees' paychecks with respect to any

Benefit Plan have been transferred to the Benefit Plan in a timely manner as

required by applicable law.

(j) No payment required to be made to any employee associated with

either of the Companies as a result of the transactions contemplated hereby

under any contract or otherwise will, if made, constitute an "excess parachute

payment" within the meaning of Section 280G of the Code.

(k) Seller and any ERISA Affiliate thereof have complied with the

continuation coverage requirements of Section 1001 of the Consolidated Omnibus

Budget Reconciliation Act of 1985, as amended, and ERISA Sections 601 through

608.

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(l) (i) Each of the Companies will not be subject to any liability, tax

or penalty whatsoever to any person whomsoever with respect to any Benefit Plan

maintained by Seller, either of the Companies, or any ERISA Affiliate thereof

for any period before the Closing; (ii) the termination of or withdrawal from

any Benefit Plan will not subject either of the Companies to any liability, tax

or penalty whatsoever; and (iii) the consummation of the transactions

contemplated by this Agreement will not create, accelerate or increase any

obligations under any Benefit Plan, including any obligation to make any payment

which would not be deductible under Section 280G of the Code.

SECTION 3.09 LABOR RELATIONS. To the knowledge of Seller, there are no

unlawful employment practice discrimination charges involving either of the

Companies pending before the Equal Employment Opportunity Commission ("EEOC"),

any EEOC recognized state "referral agency" or any other governmental agency.

To the knowledge of Seller, there are no unfair labor practice charges or

complaints against either of the Companies pending before the National Labor

Relations Board ("NLRB").

SECTION 3.10 LEGAL MATTERS. Except as set forth on Exhibit 3.10

hereto, to the knowledge of Seller, no investigation or review by any

governmental entity with respect to either of the Companies is pending or

threatened, nor has any governmental entity indicated to either of the Companies

or Seller an intention to conduct any such investigation or review, including

any investigation or review as to environmental matters. To the knowledge of

Seller, there is no action, suit or proceeding pending or threatened against or

affecting either of the Companies before any court or arbitral tribunal at law

or in equity, or before any federal, state, municipal or other governmental

department, commission, board, bureau, agency or instrumentality.

SECTION 3.11 TAXES. Each of the Companies has duly filed all federal,

state and local tax returns required to be filed by it and has duly paid or made

adequate provision for the payment of all taxes which are due and payable in

respect of all periods covered by such returns or pursuant to any assessment

with respect to taxes in such jurisdictions, whether or not in connection with

such returns. The liability for taxes reflected in the balance sheet of the

Interim Financial Statements (excluding any reserve for deferred taxes or

portion thereof which is attributable to differences between the timing of

income or deductions for tax and financial accounting purposes) is sufficient

for the payment of all unpaid taxes, whether or not disputed, that are accrued

or applicable for the period ended August 31, 2004, and for all years and

periods ended prior thereto. All deficiencies asserted as a result of any

examinations by the IRS or any other taxing authority have been paid, fully

settled or adequately provided for in the balance sheet of the Interim Financial

Statements. There are no pending claims asserted for taxes of either of the

Companies or outstanding agreements or waivers extending the statutory period of

limitation applicable to any tax return of either of the Companies for any

period. Each of the Companies has made all estimated income tax deposits and

all other required tax payments or deposits and has complied for all prior

periods in all material respects with the tax withholding provisions of all

applicable federal, state, local and other laws. Seller has made available to

Buyer true, complete and correct copies of its federal and state income tax

returns for the last three (3) taxable years and such other tax returns

requested by Buyer.

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SECTION 3.12 REAL PROPERTY LEASES.

Seller has provided to Buyer true, correct and complete copies of all

leases pursuant to which each of the Companies leases real property at its

Landmark office location. To Seller's knowledge: all such leases are valid,

binding and enforceable in accordance with their terms and are in full force and

effect; there are no existing defaults with respect thereto by any party

thereto; and no event has occurred which (whether with or without notice, lapse

of time or the happening or occurrence of any other event) would constitute a

default thereunder by either of the Companies or by any other party thereto.

Seller has the full right to sublease the space(s) described in Section 5.06 and

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has obtained the consent of the Lessor(s) to such subleases and options to

sublease, if required under the underlying Leases.

SECTION 3.13 INSURANCE. Each of the Companies has been and is insured

by financially sound and reputable insurers with respect to its properties and

the conduct of its business in such amounts and against such risks as are

reasonable in relation to its business, and will maintain such insurance in

force until the Closing Date.

SECTION 3.14 COMPLIANCE WITH LAWS. To Seller's knowledge, each of the

Companies has all material authorizations, approvals, licenses and orders of and

from all governmental and regulatory offices and bodies necessary to carry on

its business as it is currently being conducted, to own or hold under lease the

properties and assets it owns or holds under lease and to perform all of its

obligations under the agreements to which it is a party. To Seller's knowledge,

each of the Companies has been and is in compliance with all applicable laws,

regulations and administrative orders of any country, state or municipality or

of any subdivision of any thereof to which its business and its employment of

labor or its use or occupancy of properties or any part thereof are subject, the

failure to obtain or the violation of which could have a material adverse effect

upon the assets, liabilities, results of operations or financial condition of

each of the Companies.

SECTION 3.15 ENVIRONMENTAL MATTERS.

To Seller's knowledge:

(a) Each of the Companies has not received any notification, whether

direct or indirect, pursuant to any Environmental Laws that any real property

owned, leased or controlled by it is or may be related to or subject to any

investigation or evaluation by any public body or authority or other person as

to whether (i) any Remedial Action (as hereinafter defined) is or may be needed

to respond to Contamination (as hereinafter defined); or (ii) any lien should be

levied on any such real property, or any proceeding commenced, related to or

arising from Contamination.

(b) Each of the Companies is not subject to any outstanding order from,

or contract with, any public body or authority or other person regarding

Contamination, nor has it received any notice, claim, demand or inquiry from any

adjacent property owner or occupant with respect to Contamination.

<PAGE>

investigations or proceedings under Environmental Laws with respect to any real

property leased or controlled by either of the Companies, or obligations to

remediate conditions under any Environmental Laws.

For purposes of this Agreement, the terms set forth below shall have the

following meanings:

(i) "CONTAMINATION" means the Release or threatened Release of

Hazardous Substances on, in, about or under any real property owned, leased

or controlled by either of the Companies, or any adjacent land as a result

of a Release of Hazardous Substances on any such real property owned,

leased or controlled by either of the Companies, but not including those

Releases which occur after the Closing.

(ii) "ENVIRONMENTAL LAWS" means federal, state or local laws,

rules and regulations, as well as orders, decrees, judgments or injunctions

issued, promulgated, approved or entered thereunder, relating to pollution,

protection of the environment or public health and safety, including the

Release or threatened Release of Hazardous Substances into the environment

or otherwise relating to the presence, manufacture, processing,

distribution, use, generation, treatment, storage, disposal, transport or

handling of Hazardous Substances.

(iii) "HAZARDOUS SUBSTANCES" shall have the meaning set forth in

42 U.S.C. Sec. 9601(14) and petroleum or petroleum products and asbestos.

(iv) "RELEASE" means any release, spill, emission, leaking,

pumping, injection, deposit, disposal, discharge, dispersal, leaching or

migration into the indoor or outdoor environment or into or out of any

property, including the movement of Hazardous Substances through or in the

air, soil, surface water, ground water or property.

(v) "REMEDIAL ACTION" means all actions reasonably necessary,

whether voluntary or involuntary, to (A) clean up, remove, treat or in any

other way adjust Hazardous Substances in the indoor or outdoor environment;

(B) prevent the Release or further movement of Hazardous Substances so that

they do not migrate or endanger or threaten to endanger public health or

welfare or the indoor or outdoor environment; or (C) perform remedial

studies, investigations, restoration and post-remedial studies,

investigations and monitoring on, in, about or under any real property

owned, leased or controlled by either of the Companies.

SECTION 3.16 BROKERS AND FINDERS. Neither Seller nor any of its

officers, directors or employees, has employed any broker or finder or incurred

any liability for any financial advisory fees, brokerage fees, commissions or

finder's fees, and no broker or finder has acted directly or indirectly for

Seller in connection with this Agreement or any of the transactions contemplated

hereby.

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ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents, warrants, covenants and agrees to and with Seller, as of

the date hereof, as follows:

SECTION 4.01 AUTHORITY. Buyer is an adult resident of the State of

Tennessee. Buyer has full power and authority to execute and deliver this

Agreement and to consummate the transactions contemplated hereby. This

Agreement has been duly and validly executed and delivered by Buyer and

constitutes a valid and binding agreement of Buyer, enforceable against Buyer in

accordance with its terms, subject to applicable bankruptcy, insolvency and

other similar laws affecting the enforceability of creditors' rights generally,

general equitable principles and the discretion of courts in granting equitable

remedies.

SECTION 4.02 CONSENTS AND APPROVALS; NO VIOLATION. No filing with, and

no permit, authorization, consent or approval of, any public body or authority,

is necessary for the consummation by Buyer of the transactions contemplated by

this Agreement. No consent or approval of or notice to any person other than a

government entity, public body or authority is required to be obtained or given

by Buyer in connection with the execution and delivery of this Agreement or the

consummation of the transactions contemplated hereby. Neither the execution and

delivery of this Agreement nor the consummation of the transactions contemplated

hereby nor compliance by Buyer with any of the provisions hereof will (i)

result in a violation or breach of, or (with or without due notice or lapse of

time or both) constitute a default, give rise to any right of termination,

cancellation or acceleration or result in the loss of a material benefit, under,

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

indenture, or instrument or any material license, agreement or other obligation

to which Buyer is a party or by which it or any of its properties or assets may

be bound or (ii) violate any order, writ, injunction, judgment, decree, law,

statute, rule or regulation applicable to Buyer or any of its properties or

assets.

SECTION 4.03 BROKERS AND FINDERS. Buyer has not employed any broker or

finder or incurred any liability for any financial advisory fees, brokerage

fees, commissions, or finder's fees, and no broker or finder has acted directly

or indirectly for Buyer, in connection with this Agreement or any of the

transactions contemplated hereby.

ARTICLE V

CERTAIN COVENANTS AND AGREEMENTS

SECTION 5.01 CONDUCT OF BUSINESS BY KLI AND JSL. From the date hereof

to the Closing, Seller, and Warren E. Payne to the extent applicable, will cause

each of the Companies, except as required in connection with the transactions

contemplated by this Agreement or as consented to in writing by Buyer, to:

(a) Carry on its businesses in the ordinary course in substantially the

same manner as heretofore conducted and not engage in any new line of business

or enter into any agreement,

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transaction or activity or make any commitment except those in the ordinary

course of business and not otherwise prohibited under this Section 5.01;

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(b) Neither change nor amend its Charter or Bylaws;

subscribe to, or enter into any arrangement or contract with respect to the

issuance or sale of any of its capital stock or rights or obligations

convertible into or exchangeable for any shares of its capital stock and not

alter its capital structure;

(d) Not declare, pay or set aside for payment any dividend or other

distribution in respect of its capital stock or other equity securities, and not

redeem, purchase or otherwise acquire any shares of its capital stock or any

options, warrants or other rights to purchase or subscribe for the foregoing;

(e) Not acquire or enter into an agreement to acquire, by merger,

consolidation or purchase of stock or assets, any business or entity;

(f) Preserve intact its corporate existence, goodwill and business

organization, and use its reasonable best efforts to keep its officers and

employees available to Buyer and preserve its relationships with customers,

suppliers and others having business relations with it;

(g) Not (i) create, incur or assume any long-term debt (including

obligations in respect of capital leases which individually involve annual

payments in excess of $5,000) or, except in the ordinary course of business

under existing lines of credit, create, incur or assume any short-term debt for

borrowed money, (ii) assume, guarantee, endorse or otherwise become liable or

responsible (whether directly, contingently or otherwise) for the obligations of

any other person, (iii) make any loans or advances to any other person, (iv)

make any capital contributions to, or investments in, any person, or (v) make

any capital expenditure involving in excess of $1,500 in the case of any single

expenditure or $5,000 in the case of all capital expenditures;

(h) Not enter into, modify or extend in any manner the terms of any

employment, severance or similar agreements with officers and directors nor

grant any increase in the compensation of officers, directors or employees,

whether now or hereafter payable, including any such increase pursuant to any

option, bonus, stock purchase, pension, profit-sharing, deferred compensation,

retirement or other plan, arrangement, contract or commitment;

(i) Perform in all material respects all of its obligations under all

material contracts (except those being contested in good faith) and not enter

into, assume or amend any contract or commitment other than contracts to provide

services entered into in the ordinary course of business;

(j) Maintain in full force and effect and in the same amounts policies

of insurance comparable in amount and scope of coverage to that now maintained

by it;

(k) Continue to collect its accounts receivable in the ordinary course

of business and consistent with past practices; and

<PAGE>

(l) Prepare and file all federal, state and local tax returns and other

tax reports, filings and amendments thereto required to be filed by it, and

allow Buyer, at its request, to review all such returns, reports, filings and

amendments prior to the filing thereof, which review shall not interfere with

the timely filing of such returns.

In connection with the continued operation of the business of each of the

Companies between the date of this Agreement and the Closing, each of the

Companies shall confer in good faith on a regular and frequent basis with one or

more representatives of Buyer designated in writing to report operational

matters of materiality and the general status of ongoing operations. Seller

acknowledges that Buyer does not and will not waive any rights it may have under

this Agreement as a result of such consultations.

SECTION 5.02 INSPECTION AND ACCESS TO INFORMATION.

(a) Between the date of this Agreement and the Closing, Seller will

cause each of the Companies to provide Buyer and its accountants, counsel and

other authorized representatives full access, during reasonable business hours

and under reasonable circumstances, to any and all of its premises, properties,

contracts, commitments, books, records and other information (including tax

returns filed and those in preparation), and will cause its officers to furnish

to Buyer and its authorized representatives any and all financial, technical and

operating data and other information pertaining to the business of the

companies, as Buyer shall from time to time reasonably request.

(b) All non-public information obtained by Buyer or any of its

representatives pursuant to this Agreement or in connection with the matters

contemplated hereby concerning the business, operations or affairs of the other

will be kept confidential and will not be used for any purpose other than the

consummation of the transactions contemplated hereby, or be disclosed to any

other person or entity, except for such disclosure to its employees, agents,

representatives, lenders and investment partners who have a need to know the

same and who have been advised of the confidential nature of such information

and who agree to abide by the terms hereof and except for such disclosure as may

be required by applicable law, court order or governmental agency request. In

the event this Agreement is terminated in accordance with its terms, any

non-public information furnished by any party to any other party hereto will be

promptly returned.

SECTION 5.03 NO SOLICITATION, ACQUISITION PROPOSALS. From the date

hereof until the Closing or until this Agreement is terminated or abandoned as

provided in Article VIII,

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