1 EXHIBIT 10.16 STOCK PURCHASE AGREEMENT dated August 12, 1998, and effective as of August 1, 1998,

1
EXHIBIT 10.16

STOCK PURCHASE AGREEMENT

dated August 12, 1998,
and effective as of August 1, 1998,

by and among

ABR INFORMATION SERVICES, INC.,
a Florida corporation,

MIDATLANTIC 401(k) SERVICES, INC.,
a Virginia corporation,

X. XXXXXXXX XxXXX,
XXXXX XXX XxXXX and
XXXXXX X. XXXXXX, XX.,

as Shareholders,

and

E. XXXXXXXX XxXXX,
as Shareholders' Agent

STOCK PURCHASE AGREEMENT
TABLE OF CONTENTS

Page

----
1. PURCHASE AND SALE OF SHARES...................................................... 1

2. PURCHASE PRICE - PAYMENT......................................................... 1
2.1. Purchase Price......................................................... 1
2.2. Payment of Purchase Price.............................................. 4

3. JOINT AND SEVERAL REPRESENTATIONS AND WARRANTIES OF COMPANY AND SHAREHOLDERS..... 6
3.1. Corporate.............................................................. 6
3.2. Shareholders........................................................... 7
3.3. No Violation........................................................... 7
3.4. Financial Statements................................................... 8
3.5. Tax Matters............................................................ 8
3.6. Accounts Receivable.................................................... 10
3.7. Absence of Certain Changes............................................. 10
3.8. Absence of Undisclosed Liabilities..................................... 12
3.9. No Litigation.......................................................... 12
3.10. Compliance With Laws and Orders........................................ 12
3.11. Title to and Condition of Properties................................... 14
3.12. Insurance.............................................................. 16
3.13. Contracts and Commitments.............................................. 17
3.14. Labor Matters.......................................................... 19
3.15. Employee Benefit Plans................................................. 19
3.16. Employment Compensation................................................ 23
3.17. Trade Rights........................................................... 24
3.18. Major Customers and Suppliers.......................................... 25
3.19. Service Warranty and Liability......................................... 25
3.20. Bank Accounts.......................................................... 26
3.21. Affiliates' Relationships to Company................................... 26
3.22. Assets Necessary to Business........................................... 26
3.23. No Brokers or Finders.................................................. 26
3.24. Year 2000 Compliance................................................... 26
3.25. Systems Performance.................................................... 27
3.26. Software Ownership; Non Infringement................................... 27
3.27. Disclosure............................................................. 28

4. REPRESENTATIONS AND WARRANTIES OF BUYER.......................................... 29
4.1. Corporate.............................................................. 29
4.2. Authority.............................................................. 29
4.3. No Brokers or Finders.................................................. 29
4.4. Disclosure............................................................. 29
4.5. Investment Intent...................................................... 30

5. COVENANTS....................................................................... 30
5.1. Employment and Noncompetition Agreements............................... 30
5.2. Noncompetition; Confidentiality........................................ 30
5.3. General Releases....................................................... 32
5.4. Section 338(h)(10) Election............................................ 32

Page

----
5.5. Continuation of First American Agreement............................... 32
5.6. E&O Insurance Coverage................................................. 33

6. INDEMNIFICATION.................................................................. 33
6.1. By Shareholders........................................................ 33
6.2. By Buyer............................................................... 34
6.3. Indemnification of Third-Party Claims.................................. 34
6.4. Payment................................................................ 35
6.5. Indemnification for Environmental Matters.............................. 36
6.6. Limitations on Indemnification......................................... 36
6.7. No Waiver.............................................................. 37

7. CLOSING.......................................................................... 38
7.1. Documents to be Delivered by Company and Shareholders.................. 38
7.2. Documents to be Delivered by Buyer..................................... 40

8. TERMINATION...................................................................... 41

9. RESOLUTION OF DISPUTES........................................................... 41
9.1. Arbitration............................................................ 41
9.2. Arbitrators............................................................ 42
9.3. Procedures; No Appeal.................................................. 42
9.4. Authority.............................................................. 42
9.5. Entry of Judgment...................................................... 42
9.6. Confidentiality........................................................ 43
9.7. Continued Performance.................................................. 43
9.8. Tolling................................................................ 43

10. MISCELLANEOUS.................................................................... 43
10.1. Disclosure Schedule.................................................... 43
10.2. Further Assurance...................................................... 43
10.3. Disclosures and Announcements.......................................... 43
10.4. Assignment; Parties in Interest........................................ 44
10.5. Law Governing Agreement................................................ 44
10.6. Amendment and Modification............................................. 44
10.7. Notice................................................................. 44
10.8. Expenses............................................................... 46
10.9. Shareholders' Agent; Power of Attorney................................. 47
10.10. Entire Agreement....................................................... 48
10.11. Counterparts; Facsimile Signatures..................................... 48
10.12. Headings............................................................... 49
10.13. Glossary of Terms...................................................... 49

iii

Disclosure Schedule

Schedule 3.1.(c) - Foreign Corporation Qualification
Schedule 3.1.(d) - Ownership Interests
Schedule 3.1.(e) - Directors and Officers of the Company
Schedule 3.1.(f) - Shareholder List
Schedule 3.3 - Violation, Conflict, Default
Schedule 3.4 - Financial Statements
Schedule 3.5.(b) - Tax Returns (Exceptions to Representations)
Schedule 3.5.(c) - Tax Audits
Schedule 3.5.(f) - Tax, Other
Schedule 3.6 - Accounts Receivable (Aged Schedule)
Schedule 3.7 - Certain Changes
Schedule 3.8 - Off-Balance Sheet Liabilities
Schedule 3.9 - Litigation Matters
Schedule 3.10.(a) - Non-Compliance with Laws
Schedule 3.10.(b) - Licenses and Permits
Schedule 3.10.(c) - Environmental Matters (Exceptions to Representations)
Schedule 3.11 - Liens
Schedule 3.11.(c) - Real Property
Schedule 3.12 - Insurance
Schedule 3.13.(b) - Personal Property Leases
Schedule 3.13.(d) - Sales Commitments
Schedule 3.13.(g) - Collective Bargaining Agreements
Schedule 3.13.(h) - Loan Agreements, etc.
Schedule 3.13.(i) - Guarantees
Schedule 3.13.(l) - Material Contracts
Schedule 3.14 - Labor Matters
Schedule 3.15.(a) - Employee Plans/Agreements
Schedule 3.16 - Employment Compensation
Schedule 3.17 - Trade Rights
Schedule 3.18.(a) - Major Customers
Schedule 3.18.(b) - Major Suppliers
Schedule 3.18.(c) - Sales Representatives
Schedule 3.19 - Service Warranty, Warranty Expense and Liability Claims
Schedule 3.20 - Bank Accounts
Schedule 3.21.(a) - Contracts with Affiliates
Schedule 3.21.(c) - Obligations of and to Affiliates
Schedule 3.24 - Year 2000 Noncompliance
Schedule 3.26 - Software Ownership Exceptions
Schedule 5.5 - Purchase Price Allocation

STOCK PURCHASE AGREEMENT

STOCK PURCHASE AGREEMENT (this "Agreement"), dated August 12, 1998,
and effective as of August 1, 1998, by and among ABR Information Services,
Inc., a Florida corporation ("Buyer"), MidAtlantic 401(k) Services, Inc., a
Virginia corporation ("Company"), X. Xxxxxxxx XxXxx, Xxxxx Xxx XxXxx and Xxxxxx
X. Xxxxxx, Xx. (individually "Shareholder" and together the "Shareholders"),
and E. Xxxxxxxx XxXxx (the "Shareholders' Agent").

RECITALS

1. Company is engaged in the business of providing pension
administrative services to third parties (the "MidAtlantic Business").
Shareholders own all of the issued and outstanding shares (the "Shares") of
capital stock of Company.

2. Company's facilities consist solely of leased offices at Xxx Xxxx
Xxxx Xxxxxx, Xxxxx 000, Xxxxxxxxxx, Xxxxxxxx (the "Facilities").

3. Buyer desires to purchase the Shares from Shareholders and
Shareholders desire to sell the Shares to Buyer, upon the terms and conditions
herein set forth.

4. Shareholders wish to designate E. Xxxxxxxx XxXxx as their agent and
attorney-in-fact, with the authority to act on their behalf in connection with
the sale of the Shares to Buyer.

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 hereto agree
as follows.

1. PURCHASE AND SALE OF SHARES

Subject to the terms and conditions of this Agreement, effective as of
the Effective Date (as hereinafter defined) Shareholders shall sell to Buyer
and Buyer shall purchase from Shareholders all of the Shares.

2. PURCHASE PRICE - PAYMENT

2.1. Purchase Price.

2.1.(a) Amount. The aggregate purchase price (the "Purchase
Price") payable for the Shares shall be the sum of (a) TEN MILLION EIGHT
HUNDRED NINETY-ONE THOUSAND AND NO/100 DOLLARS ($10,891,000) and (b) a
contingent payment (the "Contingent Payment") based on the MidAtlantic
Business' net earnings before income taxes ("EBIT") for the twelve-month
period commencing as of the Effective Date (the "Contingent Payment
Period"). All payments of Purchase Price are to be

made for pro rata distribution among the Shareholders in accordance with
their respective shareholdings in the Company as set forth in Schedule
3.1(f) hereto.

2.1.(b) Calculation of Contingent Payment. The Contingent
Payment shall equal (i) ONE MILLION TWO HUNDRED FIFTY THOUSAND DOLLARS
($1,250,000), in the event the MidAtlantic Business' EBIT for the
Contingent Payment Period equals or exceeds $2,250,000, or (ii) TWO
MILLION DOLLARS ($2,000,000), in the event the MidAtlantic Business'
EBIT for the Contingent Payment Period equals or exceeds $2,500,000. No
Contingent Payment shall be due or payable in the event the MidAtlantic
Business' EBIT for the Contingent Payment Period is less than
$2,250,000.

2.1.(c) Calculation of EBIT. The calculation of the
MidAtlantic Business' EBIT for the Contingent Payment Period shall
include revenue received from pension administration services but shall
not include revenue received from COBRA administration services or other
services not performed by Company as of the date hereof but offered by
Buyer or any of its subsidiaries or affiliates. Except as expressly
provided herein, the calculation of EBIT shall be made in accordance
with generally accepted accounting principles applied on a consistent
basis, subject to the following adjustments:

(i) Any depreciation or amortization adjustments
resulting solely from the transactions contemplated by this
Agreement shall not be included for purposes of calculating
EBIT for the Contingent Payment Period.

(ii) Notwithstanding Company's actual expenses for
the Contingent Payment Period relating to items and functions
(such as property and casualty insurance, errors and omissions
insurance, health and welfare programs and human resource
functions) that Company and Buyer mutually agree shall be
provided by Buyer or another subsidiary thereof, Company shall
accrue as an expense for purposes of calculating EBIT for the
Contingent Payment Period the same dollar amount as it accrued
in the twelve months preceding the Effective Date with respect
to such items and functions.

(iii) The calculation of EBIT for the Contingent
Payment Period shall not exclude any expense item (or series
of related items) relating to personnel matters or exceeding
$10,000 annually, unless such exclusion has been preapproved
in writing by Buyer.

(iv) Company shall review with Buyer on a monthly
basis any and all expense items Company intends to exclude for
purposes of calculating EBIT for the Contingent Payment
Period.

(v) In the event Buyer (or any subsidiary thereof)
generates new pension administration services business for
Company during the Contingent Payment Period, and/or Company
generates new COBRA administration services business (or other
new business for similar administrative services not performed
by Company as of the date hereof), Buyer and Company agree to
make a reasonable allocation of sales and other reasonable
costs associated with obtaining such new business for purposes
of calculating Company's EBIT for the Contingent Payment
Period.

(vi) The imputed interest expense on the Buyer Loan
(as hereinafter defined) shall be included in the calculation
of EBIT for the MidAtlantic Business for the Contingent
Payment Period.

2.1.(d) Buyer Loan. Buyer agrees to loan Company on the
Closing Date the sum of $151,670.31 (including the aggregate amount
paid by Buyer to Crestar Bank pursuant to Section 7.2.(e) below), and
thereafter prior to the end of the Contingent Payment Period such
additional amounts as may be reasonably necessary to provide working
capital for Company during the Contingent Payment Period. The loan(s)
described in this Section 2.1.(d) are referred to herein collectively as
the "Buyer Loan." The proceeds of the Buyer Loan (other than the
aggregate amount paid by Buyer to Crestar Bank pursuant to Section
7.2.(e) below) shall be used solely as working capital for Company
during the Contingent Payment Period. The Buyer Loan shall be repaid in
full by Company to Buyer during the Contingent Payment Period. To the
extent that it is repaid after such time, the unpaid principal balance
as of the end of the Contingent Payment Period shall be charged in full
against the MidAtlantic Business' EBIT for the Contingent Payment
Period.

2.1.(e) Interest on Buyer Loan. The calculation of the
MidAtlantic Business' EBIT for the Contingent Payment Period shall
include an imputed interest expense to Company equal to interest
calculated on the outstanding principal balance of the Buyer Loan which
remains unpaid from time to time, at the rate announced from time to time
by NationsBank, N.A. (or its successor) as its prime rate. Interest on
the Buyer Loan calculated under the Section 2.1(e) shall commence on the
date the Buyer Loan is made to Company and continue until the Buyer Loan
is repaid in full.

2.2. Payment of Purchase Price. The Purchase Price shall be paid by
Buyer as follows:

2.2.(a) Cash to Shareholders' Agent. At the Closing, Buyer
shall deliver to the Shareholders' Agent the sum of NINE MILLION EIGHT
HUNDRED NINETY-ONE THOUSAND AND NO/100 DOLLARS ($9,891,000).

2.2.(b) Contingent Payment. The initial calculation of the
Contingent Payment shall be made by Buyer, which shall deliver its
calculation within ninety (90) days following the first anniversary of
the Effective Date to Shareholders' Agent for his review and comment. If
Buyer and Shareholder's Agent are able to agree in writing upon the
amount of the Contingent Payment within fifteen (15) days following
delivery of the initial calculation to Shareholders' Agent, then Buyer
shall pay such amount. Such payment of the Contingent Payment, if any,
shall be made to the Shareholders' Agent within one hundred twenty (120)
days following the first anniversary of the Effective Date. In the event
Buyer and Shareholders' Agent cannot agree on the amount of the
Contingent Payment within one hundred twenty (120) days following the
first anniversary of the Effective Date, then the determination of the
Contingent Payment shall be submitted to binding arbitration in
accordance with Article 9 of this Agreement.

2.2.(c) Purchase Price Holdback.

(i) On the Closing Date, Buyer will transfer the
sum of One Million Dollars ($1,000,000) to a segregated
interest-bearing account with a bank or other financial
institution with a combined capital and surplus in excess of
$50,000,000, which amount shall be held by Buyer in such
account for the purpose of securing the indemnification
obligations of Company and Shareholders under this Agreement.
For purposes hereof, "Holdback Period" shall mean the period
commencing on the date hereof and ending on January 15, 1999,
subject to extension as hereinafter provided.

(ii) If, prior to the expiration of the Holdback
Period, Buyer determines to assert a claim for indemnification
under Article 6 of this Agreement, then Buyer shall give the
Shareholders' Agent written notice of such claim (for purposes
of this Section 2.2(c), a "Claim Notice"), specifying in
reasonable detail the basis therefor and the amount and
calculation thereof. If the Shareholders' Agent does not
deliver to Buyer written notice of an objection to the claim
for indemnification within twenty (20) days after receipt of
the Claim Notice relating thereto, Buyer shall be entitled to
withdraw the dollar amount of its claim (as

set forth in the Claim Notice) from the segregated account. If
the Shareholders' Agent shall timely deliver to Buyer such
written notice of objection, then Buyer shall not make a
withdrawal from the segregated account with respect to the
claim set forth in the Claim Notice until: (x) Buyer and
Shareholders' Agent have executed joint written instructions
referring to such Claim Notice and directing Buyer to
withdraw, for Buyer's own account, funds from the segregated
account; or (y) Buyer has received a copy of a judgment,
decree or order of a court, or copy of an arbitration award,
adjudicating the dispute with respect to such claim for
indemnification; whereupon Buyer shall withdraw from the
segregated account, for Buyer's own account, such amount as
provided therein.

(iii) If Buyer has not delivered a Claim Notice to
Shareholders' Agent prior to the expiration of the Holdback
Period, or if any and all Claim Notices delivered to
Shareholders' Agent during the Holdback Period have been
resolved pursuant to subsection (ii) above, then Buyer shall
deliver to Shareholders' Agent the portion of the funds held
in the segregated account equal to (x) $1,000,000, less (y)
any amounts withdrawn by Buyer as provided herein, plus (z)
any interest earned with respect to such amount. Buyer shall
deliver such amount to the Shareholders' Agent promptly after
the expiration of the Holdback Period, unless one or more
Claim Notice(s) have not been finally resolved pursuant to
subsection (ii) above, in which case Buyer shall retain such
amount in the segregated account until: (a) Buyer and
Shareholders' Agent have executed joint written instructions
referring to such Claim Notice(s) and directing Buyer as to
the disbursement of the funds in the segregated account; or
(b) Buyer has received a copy of a judgment, decree or order
of a court, or copy of an arbitration award, adjudicating the
dispute with respect to such Claim Notice(s); whereupon Buyer
shall disburse the funds in the segregated account as provided
therein.

2.2.(d) Method of Payment. All payments under this
Section 2.2 shall be made in the form of certified or bank cashier's
check payable to the order of the recipient or, at the recipient's
option, by wire transfer of immediately available funds to an account
previously designated by the recipient in writing.

3. JOINT AND SEVERAL REPRESENTATIONS AND WARRANTIES OF COMPANY AND
SHAREHOLDERS

Company and Shareholders, jointly and severally, make the following
representations and warranties to Buyer, each of which was true and correct on
the Effective Date (other than Section 3.2(b)), remains true as of the Closing
Date, shall be unaffected by any investigation heretofore or hereafter made by
or on behalf of Buyer, or any knowledge of Buyer other than as specifically
disclosed in the Disclosure Schedule delivered to Buyer at the time of the
execution of this Agreement, and shall survive the Closing of the transactions
provided for herein. Regardless of the foregoing, the representations and
warranties set forth in Section 3.2 are made severally by each Shareholder,
with respect to such Shareholder only.

3.1. Corporate.

3.1.(a) Organization. Company is a corporation duly
organized, validly existing and in good standing under the laws of the
State of Virginia.

3.1.(b) Corporate Power. Company has all requisite corporate
power and authority to own, operate and lease its properties and to
carry on its business as and where such is now being conducted.

3.1.(c) Qualification. Company is duly licensed or qualified
to do business as a foreign corporation, and is in good standing, in
each jurisdiction wherein the character of the properties owned or
leased by it, or the nature of its business, makes such licensing or
qualification necessary. The states in which Company is licensed or
qualified to do business are listed in Schedule 3.1.(c).

3.1.(d) Subsidiaries. Except as set forth in
Schedule 3.1.(d), Company does not own any interest in any corporation,
partnership or other entity.

3.1.(e) Corporate Documents, etc. The copies of the Articles
of Incorporation and By-Laws of the Company, including any amendments
thereto, which have been delivered by Shareholders to Buyer are true,
correct and complete copies of such instruments as presently in effect.
The corporate minute book and stock records of the Company which have
been furnished to Buyer for inspection are true, correct and complete
and accurately reflect all material corporate action taken by the
Company. The directors and officers of the Company are listed in
Schedule 3.1.(e).

3.1.(f) Capitalization of the Company. The authorized capital
stock of the Company consists entirely of

Five Thousand (5,000) shares of common stock, no par value. No shares of
such capital stock are issued or outstanding except for One Thousand
Seventy-Seven and 02/100 (1,077.02) shares of common stock of the
Company which are owned of record and beneficially by Shareholders in
the respective numbers set forth in Schedule 3.1.(f). All such shares of
capital stock of the Company are validly issued, fully paid and
nonassessable. Except as set forth in Schedule 3.1.(f), there are no (a)
securities convertible into or exchangeable for any of the Company's
capital stock or other securities, (b) options, warrants or other rights
to purchase or subscribe to capital stock or other securities of the
Company or securities which are convertible into or exchangeable for
capital stock or other securities of the Company, or (c) contracts,
commitments, agreements, understandings or arrangements of any kind
relating to the issuance, sale or transfer of any capital stock or other
equity securities of the Company, any such convertible or exchangeable
securities or any such options, warrants or other rights.

3.2. Shareholders.

3.2.(a) Power. Each Shareholder has full power, legal right
and authority to enter into, execute and deliver this Agreement and the
other agreements, instruments and documents contemplated hereby (such
other documents sometimes referred to herein as "Ancillary
Instruments"), and to carry out the transactions contemplated hereby and
thereby.

3.2.(b) Validity. This Agreement has been duly and validly
executed and delivered by each Shareholder and is, and when executed and
delivered each Ancillary Instrument will be, the legal, valid and
binding obligation of such Shareholder, enforceable in accordance with
its terms, except as such may be limited by bankruptcy, insolvency,
reorganization or other laws affecting creditors' rights generally, and
by general equitable principles.

3.2.(c) Title. Each Shareholder has, and Buyer is receiving,
good and marketable title to the Shares to be sold by such Shareholder
hereunder, free and clear of all Liens (as defined in Section 3.12)
including, without limitation, voting trusts or agreements, proxies,
marital or community property interests.

3.3. No Violation. Except as set forth on Schedule 3.3, neither the
execution and delivery of this Agreement or the Ancillary Instruments nor the
consummation by Company and Shareholders of the transactions contemplated
hereby and thereby (a) will violate any statute, law, ordinance, rule or
regulation (collectively, "Laws") or any order, writ, injunction, judgment,
plan or decree (collectively, "Orders") of any court, arbitrator,

department, commission, board, bureau, agency, authority, instrumentality or
other body, whether federal, state, municipal, foreign or other (collectively,
"Government Entities"), (b) will require any authorization, consent, approval,
exemption or other action by or notice to any Government Entity (including,
without limitation, under any "plant-closing" or similar law), or (c) subject
to obtaining the consents referred to in Schedule 3.3, will violate or conflict
with, or constitute a default (or an event which, with notice or lapse of time,
or both, would constitute a default) under, or will result in the termination
of, or accelerate the performance required by, or result in the creation of any
Lien upon any of the assets of Company (or the Shares) under, any term or
provision of the Articles of Incorporation or By-Laws of Company or of any
contract, commitment, understanding, arrangement, agreement or restriction of
any kind or character to which Company or any Shareholder is a party or by
which Company or any Shareholder or any of its or their assets or properties
may be bound or affected.

3.4. Financial Statements. Included as Schedule 3.4 are true and
complete copies of the financial statements of Company consisting of (i) balance
sheets of Company as of December 31, 1997 and May 31, 1998, and the related
statements of income and cash flows for the year and five months then ended
(including the notes contained therein or annexed thereto), respectively, which
financial statements have been reported on, and are accompanied by, the signed,
unqualified opinions of Keiter, Stephens, Xxxxx, Xxxx & Xxxxxxxx, P.C.,
independent auditors for Company for such periods, and (ii) an unaudited balance
sheet of Company as of July 31, 1998. The audited balance sheet of the Company
as of May 31, 1998 is hereinafter referred to as the "Recent Balance Sheet." All
of such financial statements (including all notes and schedules contained
therein or annexed thereto) are true, complete and accurate, have been prepared
in accordance with generally accepted accounting principles (except, in the case
of the unaudited balance sheet as of July 31, 1998, for the absence of footnote
disclosure) applied on a consistent basis, have been prepared in accordance with
the books and records of Company, and fairly present, in accordance with
generally accepted accounting principles, the assets, liabilities and financial
position, the results of operations and cash flows of Company as of the dates
and for the years and periods indicated. In addition to the foregoing, from and
after July 31, 1998, Company had, and presently has, a tangible net worth (i.e.,
stockholders' equity) of a minimum of $791,071.

3.5. Tax Matters.

3.5.(a) Provision For Taxes. The provision made for taxes on
the Recent Balance Sheet is sufficient for the payment of all federal,
state, foreign, county, local and other income, ad valorem, excise,
profits, franchise,

occupation, property, payroll, sales, use, gross receipts and other
taxes (and any interest and penalties) and assessments, whether or not
disputed, at the date of the Recent Balance Sheet and for all years and
periods prior thereto. Since the date of the Recent Balance Sheet,
Company has not incurred any taxes other than (i) taxes incurred in the
ordinary course of business consistent in type and amount with past
practices of Company and (ii) income taxes payable by the Corporation
for the period following the termination of Company's S Corp (as defined
in Section 3.5(e)) status as a result of the transactions contemplated
hereby, which shall in no event occur prior to August 1, 1998.

3.5.(b) Tax Returns Filed. Except as set forth on Schedule
3.5.(b), all federal, state, foreign, county, local and other tax
returns required to be filed by or on behalf of Company have been timely
filed and when filed were true and correct in all material respects, and
the taxes shown as due thereon were paid or adequately accrued. True and
complete copies of all tax returns or reports filed by Company for each
of its three most recent fiscal years have been delivered to Buyer.
Company has duly withheld and paid all taxes which it is required to
withhold and pay relating to salaries and other compensation heretofore
paid to the employees of Company.

3.5.(c) Tax Audits. The federal and state income tax returns
of Company have been audited by the Internal Revenue Service and
appropriate state taxing authorities for the periods and to the extent
set forth in Schedule 3.5.(c), and Company has not received from the
Internal Revenue Service or from the tax authorities of any state,
county, local or other jurisdiction any notice of underpayment of taxes
or other deficiency which has not been paid nor any objection to any
return or report filed by Company. There are outstanding no agreements
or waivers extending the statutory period of limitations applicable to
any tax return or report.

3.5.(d) No Consolidated Group. Company has never been a
member of an affiliated group of corporations that filed a consolidated
tax return. Company does not have any liability for the taxes of any
person or entity under Sections 1.1502-6 or 1.1502-78 of Title 26 of the
Code of Federal Regulations (or any similar provisions of state, local
or foreign income tax laws).

3.5.(e) S Corporation. Company properly and timely filed a
valid election under Section 1362 of the Internal Revenue Code of 1986,
as amended (the "Code"), to be treated as an S corporation ("S Corp") as
defined under Section 1361 of the Code for federal income tax purposes
effective from May 6, 1991 and, if required to qualify as an S corp for
state income tax purposes, has corresponding elections in effect

under the laws of Virginia. Such elections have remained in effect since
May 6, 1991. Except for transactions contemplated by this Agreement,
neither Company nor any of the Shareholders has taken any action, nor
has any event occurred, that would result in the revocation or
termination of any of such elections effective on or after May 6, 1991.
Company is not subject to the tax imposed by Section 1374 of the Code
(or any equivalent state statute) and Company does not have a "net
unrealized built-in gain" as such phrase is defined in Section 1374(d)
of the Code (or any equivalent state statute).

3.5.(f) Other. Except as set forth in Schedule 3.5.(f), since
its incorporation Company has not (i) filed any consent or agreement
under Section 341(f) of the Internal Revenue Code of 1986, as amended
(the "Code"), (ii) applied for any tax ruling, (iii) entered into a
closing agreement with any taxing authority, (iv) filed an election
under Section 338(g) or Section 338(h)(10) of the Code (nor has a deemed
election under Section 338(e) of the Code occurred), except as
contemplated hereby, (v) made any payments, or been a party to an
agreement (including this Agreement) that under any circumstances could
obligate it to make payments that will not be deductible because of
Section 280G of the Code, or (vi) been a party to any tax allocation or
tax sharing agreement. The Company is not a "United States real property
holding company" within the meaning of Section 897 of the Code.

3.6. Accounts Receivable. All accounts receivable of Company
reflected on the Recent Balance Sheet, and all accounts receivable incurred in
the normal course of business since the date thereof, represent arm's length
sales actually made in the ordinary course of business; are collectible (net of
the reserve shown on the Recent Balance Sheet for doubtful accounts) in the
ordinary course of business without the necessity of commencing legal
proceedings; are subject to no counterclaim or setoff; and are not in dispute.
Schedule 3.6 contains a true and correct aged schedule of accounts receivable
as of July 31, 1998.

3.7. Absence of Certain Changes. Except as and to the extent set
forth in Schedule 3.7, since the date of the Recent Balance Sheet there has not
been:

3.7.(a) No Adverse Change. Any adverse change in the
financial condition, assets, liabilities, business, prospects or
operations of Company;

3.7.(b) No Damage. Any loss, damage or destruction, whether
covered by insurance or not, affecting the Company, its properties or
the MidAtlantic Business;

3.7.(c) No Increase in Compensation. Any increase in the
compensation, salaries or wages payable or to become

payable to any employee or agent of Company (including, without
limitation, any increase or change pursuant to any bonus, pension,
profit sharing, retirement or other plan or commitment), or any bonus or
other employee benefit granted, made or accrued; or any payment to E.
Xxxxxxxx XxXxx, except pursuant to the terms of the Employment and
Noncompetition Agreement described in Section 5.1 below;

3.7.(d) No Labor Disputes. Any labor dispute or disturbance,
other than routine individual grievances which are not material to the
business, financial condition or results of operations of Company;

3.7.(e) No Commitments. Any commitment or transaction by
Company (including, without limitation, any borrowing or capital
expenditure) other than in the ordinary course of business consistent
with past practice;

3.7.(f) No Dividends. Any declaration, setting aside, or
payment of any dividend or any other distribution in respect of
Company's capital stock; any redemption, purchase or other acquisition
by Company of any capital stock of Company, or any security relating
thereto; or any other payment to any shareholder of Company as such a
shareholder;

3.7.(g) No Disposition of Property. Any sale, lease or other
transfer or disposition of any properties or assets of Company;

3.7.(h) No Indebtedness. Any indebtedness for borrowed money
incurred, assumed or guaranteed by Company;

3.7.(i) No Liens. Any mortgage, pledge, lien or encumbrance
made on any of the properties or assets of Company;

3.7.(j) No Amendment of Contracts. Any entering into,
amendment or termination by Company of any contract, or any waiver of
material rights thereunder, other than in the ordinary course of
business;

3.7.(k) Loans and Advances. Any loan or advance (other than
advances to employees in the ordinary course of business for travel and
entertainment in accordance with past practice) to any person including,
but not limited to, any Affiliate (for purposes of this Agreement, the
term "Affiliate" shall mean and include: Xxxx X. XxXxx, all
Shareholders, directors and officers of Company; the spouse of any such
person; any person who would be the heir or descendant of any such
person if he or she were not living; and any entity in which any of the
foregoing has a direct or indirect interest, except through ownership of
less than 5% of

the outstanding shares of any entity whose securities are listed on a
national securities exchange or traded in the national over-the-counter
market);

3.7.(l) Credit. Any grant of credit to any customer or
distributor on terms or in amounts more favorable than those which have
been extended to such customer or distributor in the past, any other
change in the terms of any credit heretofore extended, or any other
change of Company's policies or practices with respect to the granting
of credit; or

3.7.(m) No Unusual Events. Any other event or condition not
in the ordinary course of business of Company.

3.8. Absence of Undisclosed Liabilities. Except as and to the extent
specifically disclosed in the Recent Balance Sheet, or in Schedule 3.8, Company
does not have any liabilities, commitments or obligations (secured or
unsecured, and whether accrued, absolute, contingent, direct, indirect or
otherwise), other than commercial liabilities and obligations incurred since
the date of the Recent Balance Sheet in the ordinary course of business and
consistent with past practice and none of which has or will have a material
adverse effect on the business, financial condition or results of operations of
Company. Except as and to the extent described in the Recent Balance Sheet or
in Schedule 3.8, neither Company nor any Shareholder has knowledge of any basis
for the assertion against Company of any liability and there are no
circumstances, conditions, happenings, events or arrangements, contractual or
otherwise, which may give rise to liabilities, except commercial liabilities
and obligations incurred in the ordinary course of Company's business and
consistent with past practice.

3.9. No Litigation. Except as set forth in Schedule 3.9 there is no
action, suit, arbitration, proceeding, investigation or inquiry, whether civil,
criminal or administrative ("Litigation"), pending or threatened against
Company, its directors (in such capacity), its business or any of its assets,
nor does Company or any Shareholder know, or have grounds to know, of any basis
for any Litigation. Schedule 3.9 also identifies all Litigation to which
Company or any of its directors (in such capacity) have been parties since
January 1, 1997. Except as set forth in Schedule 3.9, neither Company nor its
business or assets is subject to any Order of any Government Entity.

3.10. Compliance With Laws and Orders.

3.10.(a) Compliance. Except as set forth in Schedule 3.10.(a),
Company (including each and all of its operations, practices, properties
and assets) is in compliance with all applicable Laws and Orders,
including, without limitation, those applicable to discrimination in
employment, occupational

safety and health, trade practices, competition and pricing, product
warranties, zoning, building and sanitation, employment, retirement and
labor relations, product advertising and the Environmental Laws as
hereinafter defined. Except as set forth in Schedule 3.10.(a), Company
has not received notice of any violation or alleged violation of, and is
subject to no Liability for past or continuing violation of, any Laws or
Orders. All reports and returns required to be filed by Company with any
Government Entity have been filed, and were accurate and complete when
filed. Without limiting the generality of the foregoing:

(i) The operation of Company's business as it is
now conducted does not, nor does any condition existing at any
of the Facilities, in any manner constitute a nuisance or
other tortious interference with the rights of any person or
persons in such a manner as to give rise to or constitute the
grounds for a suit, action, claim or demand by any such person
or persons seeking compensation or damages or seeking to
restrain, enjoin or otherwise prohibit any aspect of the
conduct of such business or the manner in which it is now
conducted.

(ii) Company has made all required payments to its
unemployment compensation reserve accounts with the
appropriate governmental departments of the states where it is
required to maintain such accounts, and each of such accounts
has a positive balance.

(iii) During the past five (5) years, Company has
not been required to make any reports or filings under, and
has not received any reports or other correspondence from any
agency or other governmental body under or relating to, the
federal Occupational Safety and Health Act of 1970, as
amended, or any other applicable health and safety laws and
regulations.

3.10.(b) Licenses and Permits. Company has all licenses,
permits, approvals, authorizations and consents of all Government
Entities and all certification organizations required for the conduct of
the business (as presently conducted and as proposed to be conducted)
and operation of the Facilities. All such licenses, permits, approvals,
authorizations and consents are described in Schedule 3.10.(b), are in
full force and effect and will not be affected or made subject to loss,
limitation or any obligation to reapply as a result of the transactions
contemplated hereby. Except as set forth in Schedule 3.10.(b), Company
(including its operations, properties and assets) is and has

been in compliance with all such permits and licenses, approvals,
authorizations and consents.

3.10.(c) Environmental Matters. The applicable Laws relating
to pollution or protection of the environment, including Laws relating
to emissions, discharges, generation, storage, releases or threatened
releases of pollutants, contaminants, chemicals or industrial, toxic,
hazardous or petroleum or petroleum-based substances or wastes ("Waste")
into the environment (including, without limitation, ambient air,
surface water, ground water, land surface or subsurface strata) or
otherwise relating to the manufacture, processing, distribution, use,
treatment, storage, disposal, transport or handling of Waste including,
without limitation, the Clean Water Act, the Clean Air Act, the Resource
Conservation and Recovery Act, the Toxic Substances Control Act and the
Comprehensive Environmental Response Compensation Liability Act
("CERCLA"), as amended, and their state and local counterparts are
herein collectively referred to as the "Environmental Laws". Without
limiting the generality of the foregoing provisions of this Section
3.10, Company is in full compliance with all limitations, restrictions,
conditions, standards, prohibitions, requirements, obligations,
schedules and timetables contained in the Environmental Laws or
contained in any regulations, code, plan, order, decree, judgment,
injunction, notice or demand letter issued, entered, promulgated or
approved thereunder. Except as set forth in Schedule 3.10.(c), there is
no Litigation nor any demand, claim, hearing or notice of violation
pending or threatened against Company relating in any way to the
Environmental Laws or any Order issued, entered, promulgated or approved
thereunder. Except as set forth in Schedule 3.10.(c), there are no past
or present (or, to the best of Company's and the Shareholders'
knowledge, future) events, conditions, circumstances, activities,
practices, incidents, actions, omissions or plans which may interfere
with or prevent compliance or continued compliance with the
Environmental Laws or with any Order issued, entered, promulgated or
approved thereunder, or which may give rise to any liability, including,
without limitation, liability under CERCLA or similar state or local
Laws, or otherwise form the basis of any Litigation, hearing, notice of
violation, study or investigation, based on or related to the
manufacture, processing, distribution, use, treatment, storage,
disposal, transport or handling, or the emission, discharge, release or
threatened release into the environment, of any Waste.

3.11. Title to and Condition of Properties.

3.11.(a) Marketable Title. Company has good and marketable
title to all of Company's assets, business and properties, including,
without limitation, all such properties

(tangible and intangible) reflected in the Recent Balance Sheet, free
and clear of all mortgages, liens, (statutory or otherwise) security
interests, claims, pledges, licenses, equities, options, conditional
sales contracts, assessments, levies, easements, covenants,
reservations, restrictions, rights-of-way, exceptions, limitations,
charges or encumbrances of any nature whatsoever (collectively, "Liens")
except those described in Schedule 3.11 and, in the case of real
property, Liens for taxes not yet due or which are being contested in
good faith by appropriate proceedings (and which have been sufficiently
accrued or reserved against in the Recent Balance Sheet), municipal and
zoning ordinances and easements for public utilities, none of which
interfere with the use of the property as currently utilized. Except as
set forth in Schedule 3.11., none of Company's assets, business or
properties are subject to any restrictions with respect to the
transferability thereof; and the Company's title thereto will not be
affected in any way by the transactions contemplated hereby.

3.11.(b) Condition. All property and assets owned or utilized
by Company are in good operating condition and repair, free from any
defects (except such minor defects as do not interfere with the use
thereof in the conduct of the normal operations of Company), have been
maintained consistent with the standards generally followed in the
industry and are sufficient to carry on the business of Company as
conducted during the preceding 12 months. All buildings, plants and
other structures owned or otherwise utilized by Company are in good
condition and repair and have no structural defects or defects affecting
the plumbing, electrical, sewerage, or heating, ventilating or air
conditioning systems.

3.11.(c) Real Property. Company does not own any real
property. The only real property used or occupied by Company (the "Real
Property") is leased from an unaffiliated third party lessor, and
Schedule 3.11.(c) sets forth the material terms of each such lease. To
the best of Company's and Shareholders' knowledge, there are now in full
force and effect duly issued certificates of occupancy permitting the
Real Property and improvements located thereon to be legally used and
occupied as the same are now constituted. To the best of Company's and
Shareholders' knowledge, all of the Real Property has permanent rights
of access to dedicated public highways. Neither Company nor any
Shareholder has notice or knowledge of any (i) fact or condition which
would prohibit or adversely affect the ordinary rights of access to and
from the Real Property from and to the existing highways and roads or
(ii) pending or threatened restriction or denial, governmental or
otherwise, upon such ingress and egress. Neither Company nor any
Shareholder has notice or knowledge of any (i) planned or proposed
increase in assessed valuations of any Real

Property, (ii) Order requiring repair, alteration, or correction of any
existing condition affecting any Real Property or the systems or
improvements thereat, (iii) condition or defect which could give rise to
an order of the sort referred to in "(ii)" above, (iv) underground
storage tanks, or any structural, mechanical, or other defects of
material significance affecting any Real Property or the systems or
improvements thereat (including, but not limited to, inadequacy for
normal use of mechanical systems or disposal or water systems at or
serving the Real Property), or (v) work that has been done or labor or
materials that has or have been furnished to any Real Property during
the period of six (6) months immediately preceding the date of this
Agreement for which liens could be filed against any of the Real
Property.

3.11.(d) No Condemnation or Expropriation. Neither the whole
nor any portion of the property or any other assets of Company is
subject to any Order to be sold or is being condemned, expropriated or
otherwise taken by any Government Entity with or without payment of
compensation therefor, nor to the best of Company's and Shareholders'
knowledge has any such condemnation, expropriation or taking been
proposed.

3.12. Insurance. Set forth in Schedule 3.12 is a complete and
accurate list and description of all policies of fire, liability, errors and
omissions, electronic data processing, workers compensation, health and other
forms of insurance presently in effect with respect to the business and
properties of Company, true and correct copies of which have heretofore been
delivered to Buyer. Schedule 3.12 includes, without limitation, the carrier,
the description of coverage, the limits of coverage, retention or deductible
amounts, amount of annual premiums, retroactive date of coverage, date of
expiration and the date through which premiums have been paid with respect to
each such policy, and any pending claims in excess of $5,000. All such policies
are valid, outstanding and enforceable policies and provide insurance coverage
for the properties, assets and operations of Company, of the kinds, in the
amounts and against the risks customarily maintained by organizations similarly
situated; and no such policy (nor any previous policy) provides for or is
subject to any currently enforceable retroactive rate or premium adjustment,
loss sharing arrangement or other actual or contingent liability arising wholly
or partially out of events arising prior to the date hereof. Schedule 3.12
indicates each policy as to which (a) the coverage limit has been reached or
(b) the total incurred losses to date equal 75% or more of the coverage limit.
No notice of cancellation or termination has been received with respect to any
such policy, and neither Company nor any Shareholder has knowledge of any act
or omission of Company which could result in cancellation of any such policy
prior to its scheduled expiration date. Company has not been refused any
insurance with respect to any aspect of the

operations of the business nor has its coverage been limited by any insurance
carrier to which it has applied for insurance or with which it has carried
insurance during the last three years. Company has duly and timely made all
claims it has been entitled to make under each policy of insurance. There is no
claim by Company pending under any such policies as to which coverage has been
questioned, denied or disputed by the underwriters of such policies, and
neither Company nor any of the Shareholders knows of any basis for denial of
any claim under any such policy. Company has not received any written notice
from or on behalf of any insurance carrier issuing any such policy that
insurance rates therefor will hereafter be substantially increased (except to
the extent that insurance rates may be increased for all similarly situated
risks) or that there will hereafter be a cancellation or an increase in a
deductible (or an increase in premiums in order to maintain an existing
deductible) or nonrenewal of any such policy. Such policies are sufficient in
all material respects for compliance by Company with all requirements of law
and with the requirements of all material contracts to which Company is a
party. All general liability policies maintained by or for the benefit of
Company since its inception have been "occurrence" policies and not "claims
made" policies (except for Company's errors and omissions policies, which have
been "claims made" and not "occurrence" policies).

3.13. Contracts and Commitments.

3.13.(a) Real Property Leases. Except as set forth in Schedule
3.11.(c), Company has no leases of real property.

3.13.(b) Personal Property Leases. Except as set forth in
Schedule 3.13.(b), Company has no leases of personal property involving
consideration or other expenditure in excess of $5,000 or involving
performance over a period of more than three months.

3.13.(c) Purchase Commitments. Company has no purchase
commitments for inventory items or supplies that, together with amounts
on hand, constitute in excess of three months normal usage, or which are
at an excessive price.

3.13.(d) Sales Commitments. Except as set forth in Schedule
3.13.(d), Company has no sales or service contracts or commitments to
customers which aggregate in excess of $ 25,000 to any one customer (or
group of affiliated customers). Company has no sales contracts or
commitments except those made in the ordinary course of business, at
arm's length, and no such contracts or commitments are for a sales price
which would result in a loss to the Company.

3.13.(e) Contracts With Affiliates and Certain Others. Company
has no agreement, understanding, contract or

commitment (written or oral) with any Affiliate or any employee, agent,
consultant, distributor, dealer or franchisee that is not immediately
cancelable by Company without liability, penalty or premium of any
nature or kind whatsoever.

3.13.(f) Powers of Attorney. The Company has not given a power
of attorney, which is currently in effect, to any person, firm or
corporation for any purpose whatsoever.

3.13.(g) Collective Bargaining Agreements. Except as set forth
in Schedule 3.13.(g), Company is not a party to any collective
bargaining agreements with any unions, guilds, shop committees or other
collective bargaining groups. Copies of all such agreements have
heretofore been delivered to Buyer.

3.13.(h) Loan Agreements. Except as set forth in Schedule
3.13.(h), Company is not obligated under any loan agreement, promissory
note, letter of credit, or other evidence of indebtedness as a
signatory, guarantor or otherwise.

3.13.(i) Guarantees. Except as disclosed on Schedule 3.13.(i),
Company has not guaranteed the payment or performance of any person,
firm or corporation, agreed to indemnify any person or act as a surety,
or otherwise agreed to be contingently or secondarily liable for the
obligations of any person.

3.13.(j) Contracts Subject to Renegotiation. Company is not a
party to any contract with any governmental body which is subject to
renegotiation.

3.13.(k) Burdensome or Restrictive Agreements. Company is not
a party to nor is it bound by any agreement, deed, lease or other
instrument which is so burdensome as to materially affect or impair the
operation of Company. Without limiting the generality of the foregoing,
Company is not a party to nor is it bound by any agreement requiring
Company to assign any interest in any trade secret or proprietary
information, or prohibiting or restricting Company from competing in any
business or geographical area or soliciting customers or otherwise
restricting it from carrying on its business anywhere in the world.

3.13.(l) Other Material Contracts. Company has no lease,
contract or commitment of any nature involving consideration or other
expenditure in excess of $ 5,000, or involving performance over a period
of more than three months, or which is otherwise individually material
to the operations of Company, except as explicitly described in Schedule
3.13.(l).

3.13.(m) No Default. Company is not in default under any
lease, contract or commitment, nor has any event or omission occurred
which through the passage of time or the giving of notice, or both,
would constitute a default thereunder or cause the acceleration of any
of Company's obligations or result in the creation of any Lien on any of
the assets owned, used or occupied by Company. No third party is in
default under any lease, contract or commitment to which Company is a
party, nor has any event or omission occurred which, through the passage
of time or the giving of notice, or both, would constitute a default
thereunder or give rise to an automatic termination, or the right of
discretionary termination, thereof.

3.14. Labor Matters. Except as set forth in Schedule 3.14, within the
last five years Company has not experienced any labor disputes, union
organization attempts or any work stoppage due to labor disagreements in
connection with its business. Except to the extent set forth in Schedule 3.14,
(a) Company is in compliance with all applicable laws respecting employment and
employment practices, terms and conditions of employment and wages and hours,
and is not engaged in any unfair labor practice; (b) there is no unfair labor
practice charge or complaint against Company pending or threatened; (c) there
is no labor strike, dispute, request for representation, slowdown or stoppage
actually pending or threatened against or affecting Company nor any secondary
boycott with respect to products of Company; (d) no question concerning
representation has been raised or is threatened respecting the employees of
Company; (e) no grievance which might have a material adverse effect on
Company, nor any arbitration proceeding arising out of or under collective
bargaining agreements, is pending and no such claim therefor exists; and (f)
there are no administrative charges or court complaints against Company
concerning alleged employment discrimination or other employment related
matters pending or threatened before the U.S. Equal Employment Opportunity
Commission or any Government Entity.

3.15. Employee Benefit Plans.

3.15.(a) Disclosure. Schedule 3.15.(a) sets forth all pension,
thrift, savings, profit sharing, retirement, incentive bonus or other
bonus, medical, dental, life, accident insurance, benefit, employee
welfare, disability, group insurance, stock purchase, stock option,
stock appreciation, stock bonus, executive or deferred compensation,
hospitalization and other similar fringe or employee benefit plans,
programs and arrangements, and any employment or consulting contracts,
"golden parachutes," collective bargaining agreements, severance
agreements or plans, vacation and sick leave plans, programs,
arrangements and policies, including, without limitation, all "employee
benefit plans" (as defined in Section 3(3) of the Employee Retirement
Income

Security Act of 1974, as amended ("ERISA")), all employee manuals, and
all written or binding oral statements of policies, practices or
understandings relating to employment, which are provided to, for the
benefit of, or relate to, any persons ("Company Employees") employed by
Company. The items described in the foregoing sentence are hereinafter
sometimes referred to collectively as "Employee Plans/Agreements," and
each individually as an "Employee Plan/Agreement." True and correct
copies of all the Employee Plans/Agreements, including all amendments
thereto, have heretofore been provided to Buyer. Each of the Employee
Plans/Agreements is identified on Schedule 3.15.(a), to the extent
applicable, as one or more of the following: an "employee pension
benefit plan" (as defined in Section 3(2) of ERISA), a "defined benefit
plan" (as defined in Section 414 of the Code), an "employee welfare
benefit plan" (as defined in Section 3(1) of ERISA), and/or as a plan
intended to be qualified under Section 401 of the Code. No Employee
Plan/Agreement is a "multiemployer plan" (as defined in Section 4001 of
ERISA), and Company has never contributed nor been obligated to
contribute to any such multiemployer plan.

3.15.(b) Terminations, Proceedings, Penalties, etc. With
respect to each employee benefit plan (including, without limitation,
the Employee Plans/Agreements) that is subject to the provisions of
Title IV of ERISA and with respect to which the Company or any of its
assets may, directly or indirectly, be subject to any Liability,
contingent or otherwise, or the imposition of any Lien (whether by
reason of the complete or partial termination of any such plan, the
funded status of any such plan, any "complete withdrawal" (as defined in
Section 4203 of ERISA) or "partial withdrawal" (as defined in Section
4205 of ERISA) by any person from any such plan, or otherwise):

(i) no such plan has been terminated so as to
subject, directly or indirectly, any assets of Company to any
liability, contingent or otherwise, or the imposition of any
lien under Title IV of ERISA;

(ii) no proceeding has been initiated or threatened
by any person (including the Pension Benefit Guaranty
Corporation ("PBGC")) to terminate any such plan;

(iii) no condition or event currently exists or
currently is expected to occur that could subject, directly or
indirectly, any assets of Company to any liability, contingent
or otherwise, or the imposition of any lien under Title IV of
ERISA, whether to the PBGC or to any other person or otherwise
on account of the termination of any such plan;

(iv) if any such plan were to be terminated as of
the Closing Date, no assets of Company would be subject,
directly or indirectly, to any liability, contingent or
otherwise, or the imposition of any lien under Title IV of
ERISA;

(v) no "reportable event" (as defined in Section
4043 of ERISA) has occurred with respect to any such plan;

(vi) no such plan which is subject to Section 302 of
ERISA or Section 412 of the Code has incurred any "accumulated
funding deficiency" (as defined in Section 302 of ERISA and
Section 412 of the Code, respectively), whether or not waived;
and

(vii) no such plan is a multiemployer plan or a plan
described in Section 4064 of ERISA.

3.15.(c) Prohibited Transactions, etc. There have been no
"prohibited transactions" within the meaning of Section 406 or 407 of
ERISA or Section 4975 of the Code for which a statutory or
administrative exemption does not exist with respect to any Employee
Plan/Agreement, and no event or omission has occurred in connection with
which the Company or any of its assets or any Employee Plan/Agreement,
directly or indirectly, could be subject to any liability under ERISA,
the Code or any other Law or Order applicable to any Employee
Plan/Agreement, or under any agreement, instrument, Law or Order
pursuant to or under which Company has agreed to indemnify or is
required to indemnify any person against liability incurred under any
such Law or Order.

3.15.(d) Full Funding. The funds available under each Employee
Plan/Agreement which is intended to be a funded plan exceed the amounts
required to be paid, or which would be required to be paid if such
Employee Plan/Agreement were terminated, on account of rights vested or
accrued as of the Closing Date (using the actuarial methods and
assumptions then used by Company's actuaries in connection with the
funding of such Employee Plan/Agreement).

3.15.(e) Controlled Group; Affiliated Service Group; Leased
Employees. Company is not and never has been a member of a controlled
group of corporations as defined in Section 414(b) of the Code or in
common control with any unincorporated trade or business as determined
under Section 414(c) of the Code. Company is not and never has been a
member of an "affiliated service group" within the meaning of Section
414(m) of the Code. There are not and never have been any leased
employees within the meaning of Section 414(n) of the Code who perform
services for Company, and no individuals

are expected to become leased employees with the passage of time.
Company has no liability, actual or contingent, under Title IX of ERISA.

3.15.(f) Payments and Compliance. With respect to each
Employee Plan/Agreement, (i) all payments due from Company to date have
been made and all amounts properly accrued to date as liabilities of
Company which have not been paid have been properly recorded on the
books of Company and are reflected in the Recent Balance Sheet; (ii)
Company has complied with, and each such Employee Plan/Agreement
conforms in form and operation to, all applicable laws and regulations,
including but not limited to ERISA and the Code, in all respects and all
reports and information relating to such Employee Plan/Agreement
required to be filed with any governmental entity have been timely
filed; (iii) all reports and information relating to each such Employee
Plan/Agreement required to be disclosed or provided to participants or
their beneficiaries have been timely disclosed or provided; (iv) each
such Employee Plan/Agreement which is intended to qualify under Section
401 of the Code has received a favorable determination letter from the
Internal Revenue Service with respect to such qualification, its related
trust has been determined to be exempt from taxation under Section
501(a) of the Code, and nothing has occurred since the date of such
letter that has or is likely to adversely affect such qualification or
exemption; (v) there are no actions, suits or claims pending (other than
routine claims for benefits) or threatened with respect to such Employee
Plan/Agreement or against the assets of such Employee Plan/Agreement;
and (vi) no Employee Plan/Agreement is a plan which is established and
maintained outside the United States primarily for the benefit of
individuals substantially all of whom are nonresident aliens.

3.15.(g) Post-Retirement Benefits. No Employee Plan/Agreement
provides benefits, including, without limitation, death or medical
benefits (whether or not insured) with respect to current or former
Company employees beyond their retirement or other termination of
service other than (i) coverage mandated by applicable law, (ii) death
or retirement benefits under any Employee Plan/Agreement that is an
employee pension benefit plan, (iii) deferred compensation benefits
accrued as liabilities on the books of Company (including the Recent
Balance Sheet), (iv) disability benefits under any Employee Plan/
Agreement that is an employee welfare benefit plan and which have been
fully provided for by insurance or otherwise or (v) benefits in the
nature of severance pay.

3.15.(h) No Triggering of Obligations. The consummation of the
transactions contemplated by this

Agreement will not (i) entitle any current or former employee of Company
to severance pay, unemployment compensation or any other payment, except
as expressly provided in this Agreement, (ii) accelerate the time of
payment or vesting, or increase the amount of compensation due to any
such employee or former employee or (iii) result in any prohibited
transaction described in Section 406 of ERISA or Section 4975 of the
Code for which an exemption is not available.

3.15.(i) Delivery of Documents. There has been delivered to
Buyer, with respect to each Employee Plan/Agreement:

(i) a copy of the annual report, if required under
ERISA, with respect to each such Employee Plan/Agreement for
the last two years;

(ii) a copy of the summary plan description,
together with each summary of material modifications, required
under ERISA with respect to such Employee Plan/Agreement, all
material employee communications relating to such Employee
Plan/Agreement, and, unless the Employee Plan/Agreement is
embodied entirely in an insurance policy to which Company is a
party, a true and complete copy of such Employee
Plan/Agreement;

(iii) if the Employee Plan/Agreement is funded
through a trust or any third party funding vehicle (other than
an insurance policy), a copy of the trust or other funding
agreement and the latest financial statements thereof; and

(iv) the most recent determination letter received
from the Internal Revenue Service with respect to each
Employee Plan/Agreement that is intended to be a "qualified
plan" under Section 401 of the Code.

With respect to each Employee Plan/Agreement for which an annual report
has been filed and delivered to Buyer pursuant to clause (i) of this
Section 3.15.(i), no material adverse change has occurred with respect
to the matters covered by the latest such annual report since the date
thereof.

3.15(j) Future Commitments. Company has no announced plan or
legally binding commitment to create any additional Employee
Plans/Agreements or to amend or modify any existing Employee
Plan/Agreement.

3.16. Employment Compensation. Schedule 3.16 contains a true and
correct list of all employees to whom Company is paying compensation, including
bonuses and incentives, at an annual rate

in excess of Ten Thousand Dollars ($10,000) for services rendered or otherwise;
and in the case of salaried employees such list identifies the current annual
rate of compensation for each employee and in the case of hourly or commission
employees identifies certain reasonable ranges of rates and the number of
employees falling within each such range.

3.17. Trade Rights. Schedule 3.17 lists all material Trade Rights (as
defined below), including (without limitation) all registered Trade Rights and
all Trade Rights for which federal, state or local applications have been
filed, in which Company now has any interest, specifying whether such Trade
Rights are owned, controlled, used or held (under license or otherwise) by
Company, and also indicating which of such Trade Rights are registered. All
Trade Rights shown as registered in Schedule 3.17 have been properly
registered, all pending registrations and applications have been properly made
and filed and all annuity, maintenance, renewal and other fees relating to
registrations or applications are current. In order to conduct the business of
Company, as such is currently being conducted or proposed to be conducted,
Company does not require any Trade Rights that it does not already have.
Company is not infringing and has not infringed any Trade Rights of another in
the operation of the business of Company, nor, to the best of Company's and
Shareholders' knowledge, is any other person infringing the Trade Rights of
Company. Company has not granted any license or made any assignment of any
Trade Right, nor does Company pay any royalties or other consideration for the
right to use any Trade Rights of others. There is no Litigation pending or, to
the best of Company's and Shareholders' knowledge, threatened to challenge
Company's right, title and interest with respect to its continued use and right
to preclude others from using any Trade Rights of Company. All Trade Rights of
Company are valid, enforceable and in good standing, and there are no equitable
defenses to enforcement based on any act or omission of Company. The
consummation of the transactions contemplated hereby will not alter or impair
any Trade Rights owned or used by Company. As used herein, the term "Trade
Rights" shall mean and include: (i) all trademark rights, business identifiers,
trade dress, service marks, trade names and brand names, all registrations
thereof and applications therefor and all goodwill associated with the
foregoing; (ii) all copyrights, copyright registrations and copyright
applications, and all other rights associated with the foregoing and the
underlying works of authorship; (iii) all patents and patent applications, and
all international proprietary rights associated therewith; (iv) all contracts
or agreements granting any right, title, license or privilege under the
intellectual property rights of any third party; (v) all inventions, mask works
and mask work registrations, know-how, discoveries, improvements, designs,
trade secrets, shop and royalty rights, employee covenants and agreements
respecting intellectual property and non-competition and all other types of
intellectual property; and (vi) all claims for infringement or breach of any of
the foregoing.

3.18. Major Customers and Suppliers.

3.18.(a) Major Customers. Schedule 3.18.(a) contains a list of
the twenty (20) largest customers of Company for each of the two (2)
most recent fiscal years (determined on the basis of the total dollar
amount of net sales) showing the total dollar amount of net sales to
each such customer during each such year. Neither Company nor any
Shareholder has any knowledge or information of any facts indicating,
nor any other reason to believe, that any of the customers listed on
Schedule 3.18.(a) will not continue to be customers of the business of
Company after the Closing at substantially the same level of purchases
as heretofore.

3.18.(b) Major Suppliers. Schedule 3.18.(b) contains a list of
the ten (10) largest suppliers to Company for each of the two (2) most
recent fiscal years (determined on the basis of the total dollar amount
of purchases) showing the total dollar amount of purchases from each
such supplier during each such year. Neither Company nor any Shareholder
has any knowledge or information of any facts indicating, nor any other
reason to believe, that any of the suppliers listed on Schedule 3.18.(b)
will not continue to be suppliers to the business of Company after the
Closing and will not continue to supply the business with substantially
the same quantity and quality of goods at competitive prices.

3.18.(c) Sales Representatives. Schedule 3.18.(c) contains a
list of all sales representatives of Company, together with true,
correct and complete copies of all sales representative contracts and
policy statements, and a description of all substantial modifications or
exceptions.

3.19. Service Warranty and Liability. Schedule 3.19 contains a true,
correct and complete copy of Company's standard warranty or warranties for
sales of Services (as defined below) and, except as stated therein, there are
no warranties, commitments or obligations with respect to the provision of such
Services. Schedule 3.19 sets forth the estimated aggregate annual cost to
Company of meeting warranty or liability obligations or commitments for
customers for each of the five (5) preceding fiscal years. Schedule 3.19
contains a description of all liability claims and similar Litigation relating
to services rendered, which are presently pending or which to Company's or any
Shareholder's knowledge are threatened, or which have been asserted or
commenced against Company within the last five (5) years, in which a party
thereto either requests injunctive relief or alleges damages (whether or not
covered by insurance). The provision of such services by the Company meets and
complies with all governmental laws and regulations currently in effect. As
used in this Section 3.19, the term "Services" means any and all services
currently or at any time previously rendered, provided or sold by Company, or
by any

predecessor of Company under any brand name or xxxx under which services are or
have been rendered, provided or sold by Company.

3.20. Bank Accounts. Schedule 3.20 sets forth the names and locations
of all banks, trust companies, savings and loan associations and other financial
institutions at which the Company maintains a safe deposit box, lock box or
checking, savings, custodial or other account of any nature, the type and
number of each such account and the signatories therefore, a description of any
compensating balance arrangements, and the names of all persons authorized to
draw thereon, make withdrawals therefrom or have access thereto.

3.21. Affiliates' Relationships to Company.

3.21.(a) Contracts With Affiliates. All leases, contracts,
agreements or other arrangements between Company and any Affiliate are
described on Schedule 3.21.(a).

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

3.21.(c) Obligations. All obligations of any Affiliate to
Company, and all obligations of Company to any Affiliate, are listed on
Schedule 3.21.(c).

3.22. Assets Necessary to Business. Company presently has and at the
Closing will have good, valid and marketable title to all property and assets,
tangible and intangible, and all leases, licenses and other agreements,
necessary to permit Buyer to carry on the business of Company as presently
conducted.

3.23. No Brokers or Finders. Except for TMark Associates, Ltd. and
Crestar Securities Corporation, neither Company nor any of its directors,
officers, employees, Shareholders or agents have retained, employed or used any
broker or finder in connection with the transaction provided for herein or in
connection with the negotiation thereof.

3.24. Year 2000 Compliance. Except as set forth in Schedule 3.24: (a)
the computer source codes, programs and other software of the Company
(including machine readable code, printed listings of code, databases,
documentation and related property and information of Company used or under
development for use in the MidAtlantic Business) (collectively, "Software")
accurately determines chronological dates and accurately performs all
calculations, data manipulations, sorting and transmission of date data
regardless of whether the date represents or references different centuries
(For example, when the actual date changes from

12/31/1999 to 1/1/2000, the Software will accurately determine that 1/1/2000 is
the new date and determine that an individual born in 1948 is 52 years old and
not -48 [i.e., 00-48 = -48], or otherwise incorrectly perform the age
calculation); (b) the Software provides that all date related user interface
functionalities and data fields permit the entry of a four digit year (i.e.,
the years 1965, 2065 and 3065 could all be entered by the user without the need
of a manual override) and such date data will result in accurate calculations,
data manipulations, sorting and transmission of all data, including the date
data; (c) the entry of a date equal to or greater than 01/01/2000 into the
Software will not affect any calculation that produces or uses time spans such
that the results of the calculation are incorrect (i.e., such as an interest
calculation); and (d) the integrity of calculations performed utilizing the
Software will not be affected by date data for dates on or after 01/02/2000,
and calculations using previously generated data (on or before 21/31/1999) will
also maintain calculation integrity.

3.25. Systems Performance. The Software and related systems owned or
used by Company perform in accordance with the written specifications
previously delivered to Buyer. The Software and related system components are
capable of interconnecting and/or interfacing with each other, and they deliver
the functionality needed to meet the information systems requirements of the
MidAtlantic Business as they are presently conducted. No Shareholder or
Affiliate will cause any unplanned interruption of the operations of, or
accessibility to, the Software or related systems (or any system component)
through any device, method or means including, without limitation, the use of
any "virus," "lockup," "time bomb" or "key lock" device or program, or
disabling code, which has the potential or capability of causing any unplanned
interruption of the operations of, or accessibility of, the Software or related
systems (or any system component) to Buyer, or any user authorized by Buyer, or
which could alter, destroy or inhibit the use of the Software or related
systems (or any system component), or the data contained therein (collectively,
"Disabling Devices"), which could block access to or prevent the use of the
Software or any system (or system component) by Buyer or any authorized user.
No Shareholder has placed, nor is any Shareholder aware of, any Disabling
Device on any Software or system component owned or used by Company. There is
no new version, update or release of any Software currently being developed.

3.26. Software Ownership; Non Infringement. Except as set forth in
Schedule 3.26 hereto:

(1) Company owns all right, title and interest in and to the
Software;

(2) Company has developed the Software entirely through its
own efforts for its own account, and the Software is free and clear of
all Liens of any nature whatsoever;

(3) The Software does not infringe any patent, copyright or
trade secret of any third party;

(4) The Software is fully eligible for protection under the
applicable copyright law and has not been forfeited to the public
domain;

(5) The source code and system specification of the Software
have been maintained in confidence;

(6) All personnel, including employees, agents, consultants
and contractors, who have participated in the concept and the
development of the Software either (a) have been party to a fore-hire
relationship with Company that has accorded the Company full, effective
and exclusive ownership of all tangible and intangible property thereby
arising with respect to the Software, or (b) have executed appropriate
instruments and assigns in favor of the Company as assignees and have
conveyed to the Company full, effective and exclusive ownership of all
tangible and intangible property thereby arising with respect to the
Software;

(7) Company has duly obtained the right and license to use,
copy, modify and distribute the software components contained in the
Software, the Software contains no other software components in which
any third party may claim superior or joint ownership, and no Software
is a derivative work of any software programs not owned by their
entirety by Company;

(8) Company has not granted any rights in the Software to any
third party; and

(9) The Software contains certain software components duly
licensed to Company for inclusion in the Software, and the Software
contains no other software components in which any third party may claim
superior or joint ownership, nor is any Software a derivative work of
any other software programs not owned in their entirety by Company.

3.27. Disclosure. No representation or warranty by Company and/or the
Shareholders in this Agreement, nor any statement, certificate, schedule,
document or exhibit hereto furnished or to be furnished by or on behalf of
Company or Shareholders pursuant to this Agreement or in connection with
transactions contemplated hereby, contains or shall contain any untrue statement
of material fact or omits or shall omit a material fact necessary to make the
statements contained therein not misleading. All statements and

information contained in any certificate, instrument, Disclosure Schedule or
document delivered by or on behalf of Company and/or Shareholders shall be
deemed representations and warranties by the Company and the Shareholders.

4. REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer makes the following representations and warranties to the
Shareholders, each of which was true and correct on the Effective Date (other
than Section 4.2), remains true as of the Closing Date, shall be unaffected by
any investigation hereafter made by Shareholders or any notice to Shareholders,
and shall survive the Closing of the transactions provided for herein.

4.1. Corporate.

4.1.(a) Organization. Buyer is a corporation duly organized,
validly existing and in good standing under the laws of the State of
Florida.

4.1.(b) Corporate Power. Buyer has all requisite corporate
power to enter into this Agreement and the other documents and
instruments to be executed and delivered by Buyer and to carry out the
transactions contemplated hereby and thereby.

4.2. Authority. The execution and delivery of this Agreement and the
other documents and instruments to be executed and delivered by Buyer pursuant
hereto and the consummation of the transactions contemplated hereby and thereby
have been duly authorized by the Board of Directors of Buyer. No other
corporate act or proceeding on the part of Buyer or its shareholders is
necessary to authorize this Agreement or the other documents and instruments to
be executed and delivered by Buyer pursuant hereto or the consummation of the
transactions contemplated hereby and thereby. This Agreement constitutes, and
when executed and delivered, the other documents and instruments to be executed
and delivered by Buyer pursuant hereto will constitute, valid and binding
agreements of Buyer, enforceable in accordance with their respective terms,
except as such may be limited by bankruptcy, insolvency, reorganization or
other laws affecting creditors' rights generally, and by general equitable
principles.

4.3. No Brokers or Finders. Except for Broadview Associates LLC,
neither Buyer nor any of its directors, officers, employees or agents has
retained, employed or used any broker or finder in connection with the
transaction provided for herein or in connection with the negotiation thereof.

4.4. Disclosure. No representation or warranty by Buyer in this
Agreement, nor any statement, certificate, schedule, document or exhibit hereto
furnished or to be furnished by or on behalf of

Buyer pursuant to this Agreement or in connection with transactions
contemplated hereby, contains or shall contain any untrue statement of material
fact or omits or shall omit a material fact necessary to make the statements
contained therein not misleading.

4.5. Investment Intent. The Shares are being acquired by Buyer for
investment only and not with the view to resale or other distribution.

5. COVENANTS

5.1. Employment and Noncompetition Agreements. Contemporaneously
with the execution of this Agreement, Shareholders shall cause each of E.
Xxxxxxxx XxXxx, Xxxx X. XxXxx and Xxxxxx X. Xxxx, Xx. to execute and deliver to
Company an Employment and Noncompetition Agreement, substantially in the form
of Exhibit A hereto.

5.2. Noncompetition; Confidentiality. As an inducement to Buyer to
execute this Agreement and complete the transactions contemplated hereby, and
in order to preserve the goodwill associated with the business of Company being
acquired pursuant to this Agreement, and in addition to and not in limitation
of any covenants contained in any agreement executed and delivered pursuant to
Section 5.1 hereof, each Shareholder hereby covenants and agrees as follows:

5.2.(a) Covenant Not to Compete. For a period of three (3)
years from the Closing Date, no Shareholder will directly or indirectly:

(i) engage in, continue in or carry on any business
which competes with Company or the MidAtlantic Business or is
substantially similar thereto, including owning or controlling
any financial interest in any corporation, partnership, firm
or other form of business organization which is so engaged;

(ii) consult with, advise or assist in any way,
whether or not for consideration, any corporation,
partnership, firm or other business organization which is now
or becomes a competitor of Company or Buyer (or any of its
subsidiaries) in any aspect with respect to the MidAtlantic
Business, including, but not limited to, advertising or
otherwise endorsing the products of any such competitor;
soliciting customers or otherwise serving as an intermediary
for any such competitor; loaning money or rendering any other
form of financial assistance to or engaging in any form of
business transaction on other than an arm's length basis with
any such competitor;

(iii) offer employment to an employee of Company or
the MidAtlantic Business, without the prior written consent of
Buyer; or

(iv) engage in any practice the purpose of which is
to evade the provisions of this covenant not to compete or to
commit any act which adversely affects the Company or the
MidAtlantic Business;

provided, however, that the foregoing shall not prohibit the ownership of
securities of corporations which are listed on a national securities
exchange or traded in the national over-the-counter market in an amount
which shall not exceed 5% of the outstanding shares of any such
corporation. The parties agree that the geographic scope of this covenant
not to compete shall extend to and cover the following jurisdictions:
Alabama, the District of Columbia, Maryland, Mississippi, Missouri, North
Carolina, Ohio, Pennsylvania, Tennessee, Texas, Virginia and Washington.
The parties agree that a Buyer may sell, assign or otherwise transfer
this covenant not to compete, in whole or in part, to any subsidiary of
Buyer or to any person, corporation, firm or entity that purchases all or
part of the business of the Company. In the event a court of competent
jurisdiction determines that the provisions of this covenant not to
compete are excessively broad as to duration, geographical scope or
activity, it is expressly agreed that this covenant not to compete shall
be construed so that the remaining provisions shall not be affected, but
shall remain in full force and effect, and any such over broad provisions
shall be deemed, without further action on the part of any person, to be
modified, amended and/or limited but only to the extent necessary to
render the same valid and enforceable in such jurisdiction.

5.2.(b) Covenant of Confidentiality. No Shareholder shall at
any time subsequent to the Closing, except as explicitly requested by
Buyer, (i) use for any purpose, (ii) disclose to any person, or (iii)
keep or make copies of documents, tapes, discs or programs containing,
any confidential information concerning Company. For purposes hereof,
"confidential information" shall mean and include, without limitation,
all Trade Rights in which Company has an interest, all customer lists
and customer information, and all other information concerning Company's
processes, apparatus, equipment, packaging, products, marketing and
distribution methods, not previously disclosed to the public directly by
Company.

5.2.(c) Equitable Relief for Violations. Each Shareholder
agrees that the provisions and restrictions contained in this Section
5.2 are necessary to protect the

legitimate continuing interests of Buyer in acquiring the Shares, and
that any violation or breach of these provisions will result in
irreparable injury to Buyer for which a remedy at law would be
inadequate and that, in addition to any relief at law which may be
available to Buyer for such violation or breach and regardless of any
other provision contained in this Agreement, Buyer shall be entitled to
injunctive and other equitable relief as a court may grant after
considering the intent of this Section 5.2.

5.3. General Releases. Contemporaneously with the execution of this
Agreement, each of X. Xxxxxxxx XxXxx, Xxxxx Xxx XxXxx and Xxxxxx X. Xxxxxx, Xx.
shall execute and deliver, and shall cause each of Xxxx X. XxXxx and Xxxxxx X.
Xxxx, Xx. to execute and deliver, a general release to Buyer, in substantially
the form attached hereto as Exhibit B.

5.4. Section 338(h)(10) Election. At the Buyer's option, Company and
Shareholders will join with the Buyer in making an election under Section
338(h)(10) of the Code (and any corresponding elections under state tax law)
(collectively, a "Section 338(h)(10) Election") with respect to the purchase
and sale of the stock of the Company hereunder. The Shareholders of the Company
will pay any tax attributable to the making of the Section 338(h)(10) Election
and will indemnify the Buyer, the Company and their subsidiaries against any
tax (including interest and penalties) arising out of any failure to pay such
tax. The Shareholders will also pay any state, local, or foreign tax (and
indemnify the Buyer, the Company and their subsidiaries against any tax
(including interest and penalties) arising out of any failure to pay such tax)
attributable to an election under state, local, or foreign law similar to the
election available under Section 338(g) of the Code (or which results from the
making of an election under Section 338(g) of the Code) with respect to the
purchase and sale of the stock of the Company hereunder. Buyer shall be
responsible for the preparation and filing of such election. The allocation of
purchase price among the assets of the Company shall be made in accordance with
Schedule 5.1 hereto. Shareholders and Buyer shall accept such purchase price
allocations and Buyer and each Shareholder shall report, act, file in all
respects and for purposes consistent with such allocations. Shareholders and
the Company (if required) shall execute and deliver to Buyer at Closing three
copies of such documents or forms (including Section 338 Forms, as defined
below) as Buyer shall request or as are required by applicable law for an
effective Section 338(h)(10) Election, including, without limitation, any
"Statement of Section 338(h)(10)" and IRS Form 8023 (together with any
schedules or attachments thereto, the "Section 338 Forms") that are required
pursuant to the Treasury Regulations.

5.5. Continuation of First American Agreement. Shareholders have
provided Buyer with a true and correct copy of that certain

MidAtlantic Pension Group Institutional Plan Services Agreement, dated
September 21, 1995 (the "First American Agreement"), by and between the Company
and First American National Bank ("First American"). The parties acknowledge
and agree that the continuation of the First American Agreement is important to
the Company's business, and that the provisions of this Section 5.5 constitute
a material inducement to Buyer to enter into this Agreement. Notwithstanding
any other provision of this Agreement, and in addition to all of their other
obligations under this Agreement, the Shareholders, jointly and severally,
represent and warrant that First American will not terminate the First American
Agreement prior to the first anniversary of the Effective Date. In the event
that First American terminates the First American Agreement at any time on or
before the first anniversary of the Effective Date, the Shareholders, jointly
and severally, covenant and agree to pay to Buyer as damages for the breach of
the foregoing representation and warranty and the termination of the First
American Agreement, an amount equal to the total revenues that would have been
received by the Company under the First American Agreement during the remainder
of such twelve-month period had the First American Agreement remained in full
force and effect until the end of such period.

5.6. E&O Insurance Coverage. Buyer covenants and agrees to obtain,
promptly following Closing, additional errors & omission insurance for Company,
which policy shall be a "claims made" policy and shall have a retroactive date
of coverage of April 3, 1991, the date of incorporation of Company. E. Xxxxxxxx
XxXxx and Xxxxx Xxx XxXxx, jointly and severally, covenant and agree to
promptly reimburse Buyer up to a maximum of $20,000 for the cost of obtaining
such additional coverage.

6. INDEMNIFICATION

6.1. By Shareholders. Subject to the terms and conditions of this
Article 6, each Shareholder, jointly and severally, hereby agrees to indemnify,
defend and hold harmless Buyer, its directors, officers, employees and
controlled and controlling persons (hereinafter "Buyer's Affiliates") and the
Company from and against all Claims asserted against, resulting to, imposed
upon, or incurred by Buyer, Buyer's Affiliates or the Company, directly or
indirectly, by reason of, arising out of or resulting from (a) the inaccuracy
or breach of any representation or warranty of any Shareholder or Company
contained in or made pursuant to this Agreement, (b) the breach of any covenant
of any Shareholder or the Company contained in this Agreement, (c) the
litigation matters referred to in Schedule 3.9, (d) any Claim against the
Company and/or any Buyer Affiliate(s) by Xxx X. Xxxxx, or her heirs or
successors or assigns, relating to or arising out of her sale of shares of
common stock of the Company to the Company, (e) any Claim against the Company
and/or any Buyer Affiliate(s) by any person or entity, including (without
limitation) Xxxxxx X. Xxxxxx, Xx., or

his heirs or successors or assigns, relating to or arising out of the
transactions consummated pursuant to that certain Rescission Agreement,
effective as of May 30, 1998, by and between the Company and Xxxxxx X. Xxxxxx,
Xx., (f) any Claim against the Company and/or any Buyer Affiliate(s) relating
to or arising out of MidAtlantic Capital Management, Inc., MidAtlantic
Investment Advisers, Inc., or their respective businesses, or (g) the conduct
of the MidAtlantic Business or operations of the Company prior to the Closing
(other than Claims for liabilities to the extent the amounts thereof are
specifically reflected in the Recent Balance Sheet). Regardless of the
foregoing, however, breaches of representations and warranties contained in
Section 3.2 hereof shall be subject only to several indemnification by the
respective Shareholders who shall have made and breached such representations
and warranties. As used in this Article 6, the term "Claim" shall include (i)
all debts, liabilities and obligations; (ii) all losses, damages (including,
without limitation, consequential damages), judgments, awards, settlements,
costs and expenses (including, without limitation, interest (including
prejudgment interest in any litigated matter), penalties, court costs and
attorneys fees and expenses); and (iii) all demands, claims, suits, actions,
costs of investigation, causes of action, proceedings and assessments, whether
or not ultimately determined to be valid.

6.2. By Buyer. Subject to the terms and conditions of this
Article 6, Buyer hereby agrees to indemnify, defend and hold harmless each
Shareholder from and against all Claims asserted against, resulting to, imposed
upon or incurred by any such person, directly or indirectly, by reason of or
resulting from (a) the inaccuracy or breach of any representation or warranty
of Buyer contained in or made pursuant to this Agreement, or (b) the breach of
any covenant of Buyer contained in this Agreement.

6.3. Indemnification of Third-Party Claims. The obligations and
liabilities of any party to indemnify any other under this Article 6 with
respect to Claims relating to third parties shall be subject to the following
terms and conditions:

6.3.(a) Notice and Defense. The party or parties to be
indemnified (whether one or more, the "Indemnified Party") will give the
party from whom indemnification is sought (the "Indemnifying Party")
prompt written notice of any such Claim, and the Indemnifying Party will
undertake the defense thereof by representatives chosen by it. In all
matters concerning the Shareholders by virtue of joint and several
liability, the Shareholders' Agent shall give and receive notice and
otherwise act in all respects on their behalf. Failure to give such
notice shall not affect the Indemnifying Party's duty or obligations
under this Article 6, except to the extent the Indemnifying Party is
prejudiced thereby. So long as the Indemnifying Party is defending any
such Claim actively and in good faith, the Indemnified Party shall not
settle such Claim.

The Indemnified Party shall make available to the Indemnifying Party or
its representatives all records and other materials required by them and
in the possession or under the control of the Indemnified Party, for the
use of the Indemnifying Party and its representatives in defending any
such Claim, and shall in other respects give reasonable cooperation in
such defense.

6.3.(b) Failure to Defend. If the Indemnifying Party, within
a reasonable time after notice of any such Claim, fails to defend such
Claim actively and in good faith, the Indemnified Party will (upon
further notice) have the right to undertake the defense, compromise or
settlement of such Claim or consent to the entry of a judgment with
respect to such Claim, on behalf of and for the account and risk of the
Indemnifying Party, and the Indemnifying Party shall thereafter have no
right to challenge the Indemnified Party's defense, compromise,
settlement or consent to judgment therein.

6.3.(c) Indemnified Party's Rights. Anything in this Section
6.3 to the contrary notwithstanding, (i) if there is a reasonable
probability that a Claim may materially and adversely affect the
Indemnified Party other than as a result of money damages or other money
payments, the Indemnified Party shall have the right to defend,
compromise or settle such Claim, and (ii) the Indemnifying Party shall
not, without the written consent of the Indemnified Party, settle or
compromise any Claim or consent to the entry of any judgment which does
not include as an unconditional term thereof the giving by the claimant
or the plaintiff to the Indemnified Party of a release from all
Liability in respect of such Claim.

6.4. Payment. The Indemnifying Party shall promptly pay the
Indemnified Party any amount due under this Article 6, which payment may be
accomplished in whole or in part, at the option of the Indemnified Party, by
the Indemnified Party setting off any amount owed to the Indemnifying Party by
the Indemnified Party. To the extent set-off is made by an Indemnified Party in
satisfaction or partial satisfaction of an indemnity obligation under this
Article 6 that is disputed by the Indemnifying Party, upon a subsequent
determination by final judgment not subject to appeal that all or a portion of
such indemnity obligation was not owed to the Indemnified Party, the
Indemnified Party shall pay the Indemnifying Party the amount which was set-off
and not owed together with interest from the date of set-off until the date of
such payment at an annual rate equal to the average annual rate in effect as of
the date of the set-off, on those three maturities of United States Treasury
obligations having a remaining life, as of such date, closest to the period
from the date of the set-off to the date of such judgment. Upon judgment,
determination, settlement or compromise of any third party Claim, the
Indemnifying

Party shall pay promptly on behalf of the Indemnified Party, and/or to the
Indemnified Party in reimbursement of any amount theretofore required to be
paid by it, the amount so determined by judgment, determination, settlement or
compromise and all other Claims of the Indemnified Party with respect thereto,
unless in the case of a judgment an appeal is made from the judgment. If the
Indemnifying Party desires to appeal from an adverse judgment, then the
Indemnifying Party shall post and pay the cost of the security or bond to stay
execution of the judgment pending appeal. Upon the payment in full by the
Indemnifying Party of such amounts, the Indemnifying Party shall succeed to the
rights of such Indemnified Party, to the extent not waived in settlement,
against the third party who made such third party Claim.

6.5. Indemnification for Environmental Matters. Without limiting the
generality of the foregoing, each Shareholder, jointly and severally, agrees to
indemnify, reimburse, hold harmless and defend Buyer, Buyer's affiliates and
Company for, from, and against all Claims asserted against, imposed on, or
incurred by any such person, directly or indirectly, in connection with any
pollution, threat to the environment, or exposure to, or manufacture,
processing, distribution, use, treatment, generation, transport or handling,
disposal, emission, discharge, storage or release of Waste that (A) is related
in any way to Company's or any previous owner's or operator's ownership,
operation or occupancy of the business, properties and assets owned or used by
Company, and (B) in whole or in part occurred, existed, arose out of conditions
or circumstances that existed, or was caused on or before the Closing Date.

6.6. Limitations on Indemnification. Except for any willful or
knowing breach or misrepresentation, as to which claims may be brought without
limitation as to time or amount:

6.6.(a) Time Limitation. No claim or action shall be brought
under this Article 6 for breach of a representation or warranty after
the lapse of two (2) years following the Closing. Regardless of the
foregoing, however, or any other provision of this Agreement:

(i) There shall be no time limitation on claims on
actions brought for breach of any representation or warranty
made by Shareholders or Company in or pursuant to Sections 3.1
and 3.2, and Shareholders hereby waive all applicable
statutory limitation periods with respect thereto.

(ii) Any claim or action brought for breach of any
representation or warranty made by Shareholders with respect
to tax or ERISA matters may be brought at any time until the
underlying tax or ERISA obligation is barred by the applicable
period of limitation under

federal and state laws relating thereto (as such period may be
extended by waiver).

(iii) Any claim made by a party hereunder by
delivering written notice of the claim to the Indemnifying
Party or Parties, by filing a suit or action in a court of
competent jurisdiction or a court reasonably believed to be of
competent jurisdiction or by a demand for arbitration in
accordance with Article 9 hereof for breach of a
representation or warranty prior to the termination of the
survival period for such claim shall be preserved despite the
subsequent termination of such survival period.

(iv) If any act, omission, disclosure or failure to
disclosure shall form the basis for a claim for breach of more
than one representation or warranty, and such claims have
different periods of survival hereunder, the termination of
the survival period of one claim shall not affect a party's
right to make a claim based on the breach of representation or
warranty still surviving.

6.6.(b) Amount Limitation. The aggregate amount of the
indemnification obligations of Shareholders pursuant to this Article 6
shall not exceed Five Million Dollars ($5,000,000). Notwithstanding the
foregoing sentence, the aggregate amount of the indemnification
obligations of Shareholders pursuant to this Article 6 for any Claims
relating to the inaccuracy or breach of any representations or
warranties contained in Section 3.1 or 3.2 may exceed Five Million
Dollars ($5,000,000) but shall not exceed the aggregate Purchase Price
as set forth in Section 2.1.

6.6.(c) Independent Nature of First American Indemnity. The
representations, warranties and other obligations of the Shareholders
under Section 5.5 of this Agreement shall not be affected by the
provisions of this Section 6.6, and any amounts paid to or recovered by
Buyer pursuant to Section 5.5 shall not be included for purposes of
calculating the aggregate indemnification obligations of Shareholders as
set forth in Section 6.6(b) above.

6.7. No Waiver. The closing of the transactions contemplated by this
Agreement shall not constitute a waiver by any party of its rights to
indemnification hereunder, regardless of whether the party seeking
indemnification has knowledge of the breach, violation or failure of condition
constituting the basis of the Claim at or before the Closing, and regardless of
whether such breach, violation or failure is deemed to be "material" for
purposes of Section 9.2.

7. CLOSING

The closing of this transaction ("xxx Xxxxxxx") shall take place
contemporaneously with the execution and delivery of this agreement at the
offices of Christian & Xxxxxx, L.L.P., 000 Xxxx Xxxx Xxxxxx, Xxxxx 0000,
Xxxxxxxx, Xxxxxxxx, at 10:00 A.M. on August 12, 1998, or at such other hour and
place as the parties hereto shall agree upon in writing. The date hereof is
referred to in this Agreement as the "Closing Date". Unless otherwise indicated,
the transactions contemplated hereby shall be deemed for all purposes to be
effective as of August 1, 1998, which date shall be referred to herein as the
"Effective Date."

7.1. Documents to be Delivered by Company and Shareholders. At the
Closing, Company and Shareholders shall deliver to Buyer the following
documents, in each case duly executed or otherwise in proper form:

7.1.(a) Stock Certificate(s). Stock certificates representing
the Shares, duly endorsed for transfer or with duly executed stock powers
attached, in either case as of the Effective Date.

7.1.(b) Opinion of Counsel. A written opinion of Christian &
Xxxxxx, LLP, counsel to Company and Shareholders, dated as of the
Closing Date, addressed to Buyer, substantially in the form of Exhibit C
hereto.

7.1.(c) Consents and Approvals. Executed originals of all
approvals, consents and waivers that are required to effect the
transactions contemplated hereby.

7.1.(d) Estoppel Certificates. An estoppel certificate or
status letter from the landlord under each lease of Real Property, which
estoppel certificate or status letter will certify: (i) the lease is
valid and in full force and effect; (ii) the amounts payable by Company
under the lease and the date to which the same have been paid; (iii)
whether there are, to the knowledge of said landlord, any defaults
thereunder, and, if so, specifying the nature thereof; and (iv) a
statement that the transactions contemplated by this Agreement will not
constitute a default under the lease.

7.1.(e) Employment and Noncompetition Agreements. The
Employment and Noncompetition Agreements referred to in Section 5.1,
duly executed by the persons referred to in such Section.

7.1.(f) Certified Resolutions. Certified copies of the
resolutions of the Board of Directors and the Shareholders of Company,
authorizing and approving this Agreement and the

consummation of the transactions contemplated by this Agreement.

7.1.(g) Articles; By-Laws. A copy of the By-Laws of Company
certified by the secretary of Company, and a copy of the Articles of
Incorporation of Company certified by the Secretary of State of the
state of incorporation of Company.

7.1.(h) Incumbency Certificate. Incumbency certificates
relating to each person executing (as a corporate officer or otherwise
on behalf of another person) any document executed and delivered to
Buyer pursuant to the terms hereof.

7.1.(i) General Releases. The General Releases referred to in
Section 5.3, duly executed by the persons referred to in such Section.

7.1.(j) Resignations. The resignations of E. Xxxxxxxx XxXxx
and Xxxxx Xxx XxXxx as officers of the Company, and E. Xxxxxxxx XxXxx as
the sole director of the Company, effective as of the Closing and in
form satisfactory to Buyer's counsel.

7.1.(k) Affidavits. Affidavits from Shareholders in form and
substance satisfactory to Buyer, to the effect that Company is not a
"foreign person," "foreign corporation," "foreign partnership," "foreign
trust" or "foreign estate" under Section 1445 of the Code, and containing
all such other information as is required to comply with the requirements
of such Section.

7.1.(l) Xxx X. Xxxxx Share Repurchase Documentation. Executed
originals of all documentation relating to the repurchase of 28 shares
of Company's common stock by Company from Xxx X. Xxxxx, including (i)
Agreement, dated July 29, 1998, (ii) surrendered Company stock
certificate no. 10 representing 28 shares of Company common stock, duly
endorsed in blank or with a duly executed stock power attached, and
(iii) a general release executed by Xxx X. Xxxxx in favor of Company, in
form reasonably satisfactory to Buyer and its counsel.

7.1.(m) Crestar Bank Payoff Documentation. Executed originals
of the following documentation relating to the payoff by Buyer of two
Company promissory notes payable to Crestar Bank: (i) the two promissory
notes marked "cancelled" and "paid in full," and (ii) UCC-3 Termination
Statements in form and substance necessary to terminate any and all
security interests of Crestar Bank in and to the assets of Company.

7.1.(n) Hilb, Xxxxx and Xxxxxxxx Company Payoff
Documentation. Executed original of the promissory note of

Company in favor of Hilb, Xxxxx and Xxxxxxxx Company in the principal
amount of $40,000, which note shall be marked "cancelled" and "paid in
full."

7.1.(o) Termination of Shareholders' Agreement. Executed
original of Termination of Shareholders' Agreement, in form and
substance reasonably acceptable to Buyer and its counsel.

7.1.(p) Xxxx X. XxXxx Employment Matters. Executed originals,
in form and substance reasonably acceptable to Buyer, of (i) Termination,
dated July 31, 1998, of Employment Agreement dated November 17, 1995,
between Company and Xxxx X. XxXxx, and (ii) Receipt, dated August 12,
1998, evidencing receipt by Xxxx X. XxXxx of any and all amounts due and
owing under the terms of such Employment Agreement, including Section 8
thereof.

7.1.(q) Automobile Title, Loan and Lease Transfer
Documentation. Executed originals (or true and correct copies thereof)
of all documentation relating to (i) the transfer of title to two
vehicles (1998 Mercedes Benz 230SLK (VIN# XXXXX00X0XX000000) and 1995
Range Rover Discovery (VIN# XXXXX0000XX000000) from Company to E.
Xxxxxxxx XxXxx, and E. Xxxxxxxx XxXxx'x assumption of all indebtedness
relating thereto, and (ii) the cancellation and termination of that
certain lease agreement commencing February 28, 1997, between Jaguar
Credit Corporation and the Company relating to a 1998 Jaguar XJGL Sedan.

7.1.(r) Assignment of Payments from ISC. An executed original
of an assignment agreement by and between Company and E. Xxxxxxxx XxXxx
assigning to Company all right, title and interest to all payments to E.
Xxxxxxxx XxXxx from Investors Security Company, Inc.

7.1.(s) Other Documents. All other documents, instruments or
writings required to be delivered to Buyer at the Closing pursuant to
this Agreement and such other certificates of authority and documents as
Buyer may reasonably request.

7.2. Documents to be Delivered by Buyer. At the Closing, Buyer shall
deliver to Shareholders the following documents, in each case duly executed or
otherwise in proper form:

7.2.(a) Cash Purchase Price. To Shareholders' Agent, a
certified or bank cashier's check (or wire transfer) as required by
Section 2.2(a) hereof.

7.2.(b) Opinion of Counsel. A written opinion of Xxxxx &
Lardner, counsel to Buyer, dated as of the Closing

Date, addressed to Company, in substantially the form of Exhibit D
hereto.

7.2.(c) Certified Resolutions. A certified copy of the
resolutions of the Board of Directors of Buyer authorizing and approving
this Agreement and the consummation of the transactions contemplated by
this Agreement.

7.2.(d) Incumbency Certificate. Incumbency certificates
relating to each person executing any document executed and delivered to
Company or Shareholders by Buyer pursuant to the terms hereof.

7.2.(e) Crestar Bank Loan Payoff. To Crestar Bank, one or
more wire transfers of immediately available funds in the aggregate
amount of $151,670.31 in full payment of all outstanding indebtedness
of Company to Crestar Bank.

7.2.(f) Other Documents. All other documents, instruments or
writings required to be delivered to Company at the Closing pursuant to
this Agreement and such other certificates of authority and documents as
Company may reasonably request.

8. TERMINATION

This Agreement may be terminated without further liability of any party
at any time prior to the Closing: (a) by mutual written agreement of Buyer and
Shareholders' Agent; or (b) by either Buyer or Shareholders' Agent (i) if the
Closing shall not have occurred by 11:59 p.m. Eastern time on the date hereof,
provided the terminating party has not, through breach of a representation,
warranty or covenant, prevented the Closing from occurring at or before such
time, or (ii) if any Government Entity shall have issued a final and
non-appealable Order enjoining or otherwise prohibiting the consummation of the
transactions contemplated by this Agreement.

9. RESOLUTION OF DISPUTES

9.1. Arbitration.

9.1.(a) Any dispute, controversy or claim arising out of or
relating to this Agreement or any contract or agreement entered into
pursuant hereto or the performance by the parties of its or their terms
shall be settled by binding arbitration held in Tampa, Florida in
accordance with the Commercial Arbitration Rules of the American
Arbitration Association then in effect, except as specifically otherwise
provided in this Article 9. Notwithstanding the foregoing, Buyer may, in
its discretion, apply to a court of competent jurisdiction for equitable
relief from any violation or threatened violation of

the covenants of any Shareholder under Section 5.2 of this Agreement, or
any covenants not to compete contained in any Employment and
Noncompetition Agreement delivered pursuant to Section 5.1 hereof.

9.1.(b) No party shall be required to submit to arbitration
hereunder unless all persons who are not parties to this Agreement, but
who are necessary parties to a complete resolution of the controversy,
submit to the arbitration process on the same terms as the parties
hereto. Without limiting the generality of the foregoing, no claim under
Article 6 for the indemnification of a third-party claim shall be
subject to arbitration under this Article 9 unless the third party
bringing such claim against the indemnitee shall agree in writing to the
application of this Article 9 to the resolution of such claim.

9.2. Arbitrators. If the matter in controversy (exclusive of
attorney fees and expenses) shall appear, as at the time of the demand for
arbitration, to exceed $250,000, then the panel to be appointed shall consist
of three neutral arbitrators; otherwise, one neutral arbitrator.

9.3. Procedures; No Appeal. The arbitrator(s) shall allow such
discovery as the arbitrator(s) determine appropriate under the circumstances
and shall resolve the dispute as expeditiously as practicable, and if
reasonably practicable, within 120 days after the selection of the
arbitrator(s). The arbitrator(s) shall give the parties written notice of the
decision, with the reasons therefor set out, and shall have 30 days thereafter
to reconsider and modify such decision if any party so requests within 10 days
after the decision. Thereafter, the decision of the arbitrator(s) shall be
final, binding, and nonappealable with respect to all persons, including
(without limitation) persons who have failed or refused to participate in the
arbitration process.

9.4. Authority. The arbitrator(s) shall have authority to award
relief under legal or equitable principles, including interim or preliminary
relief, and to allocate responsibility for the costs of the arbitration and to
award recovery of attorneys fees and expenses in such manner as is determined
to be appropriate by the arbitrator(s).

9.5. Entry of Judgment. Judgment upon the award rendered by the
arbitrator(s) may be entered in any court having in personam and subject matter
jurisdiction. Buyer and each Shareholder hereby submit to the in personam
jurisdiction of the Federal and State courts in Florida, for the purpose of
confirming any such award and entering judgment thereon.

9.6. Confidentiality. All proceedings under this Article 9 and all
evidence given or discovered pursuant hereto, shall be maintained in confidence
by all parties.

9.7. Continued Performance. The fact that the dispute resolution
procedures specified in this Article 9 shall have been or may be invoked shall
not excuse any party from performing its obligations under this Agreement and
during the pendency of any such procedure all parties shall continue to perform
their respective obligations in good faith, subject to any rights to terminate
this Agreement that may be available to any party and to the right of setoff
provided in Section 6.4 hereof.

9.8. Tolling. All applicable statutes of limitation shall be tolled
while the procedures specified in this Article 9 are pending. The parties will
take such action, if any, required to effectuate such tolling.

10. MISCELLANEOUS

10.1. Disclosure Schedule. The Schedules have been compiled in a
bound volume (the "Disclosure Schedule"), executed by Shareholders and dated
and delivered to Buyer on the date of this Agreement. Information set forth in
the Disclosure Schedule specifically refers to the article and section of this
Agreement to which such information is responsive and such information shall
not be deemed to have been disclosed with respect to any other article or
section of this Agreement or for any other purpose. The Disclosure Schedule
includes a table of contents and/or index to all of the information and
documents contained therein. The Disclosure Schedule shall not vary, change or
alter the language of the representations and warranties contained in this
Agreement and, to the extent the language in the Disclosure Schedule does not
conform in every respect to the language of such representations and
warranties, such language in the Disclosure Schedule shall be disregarded and
be of no force or effect.

10.2. Further Assurance. From time to time, at Buyer's request and
without further consideration, Company and Shareholders will execute and
deliver to Buyer such documents and take such other action as Buyer may
reasonably request in order to consummate more effectively the transactions
contemplated hereby.

10.3. Disclosures and Announcements. Shareholders shall not disclose
or make any announcements concerning the transactions provided for in this
Agreement prior to September 30, 1998. Thereafter, any announcements by
Shareholders concerning the transactions provided for in this Agreement shall be
subject to the approval of Buyer in all essential respects. Except as required
by law, the initial public announcement by Buyer concerning the transactions
provided for in this Agreement shall be subject to the

prior review (but not approval) of Shareholders. Shareholders shall act
hereunder only through Shareholders' Agent.

10.4. Assignment; Parties in Interest.

10.4.(a) Assignment. Except as expressly provided herein, the
rights and obligations of a party hereunder may not be assigned,
transferred or encumbered without the prior written consent of the other
parties. Notwithstanding the foregoing, Buyer may, without consent of
any other party, (i) merge Company with and into Buyer and/or any
subsidiary of Buyer, or (ii) cause one or more subsidiaries of Buyer to
carry out all or part of the transactions contemplated hereby; provided,
however, that Buyer shall, nevertheless, remain liable for all of its
obligations, and those of any such subsidiary, to Shareholders
hereunder.

10.4.(b) Parties in Interest. This Agreement shall be binding
upon, inure to the benefit of, and be enforceable by the respective
successors and permitted assigns of the parties hereto. Nothing
contained herein shall be deemed to confer upon any other person any
right or remedy under or by reason of this Agreement.

10.5. Law Governing Agreement. This Agreement may not be modified or
terminated orally, and shall be construed and interpreted according to the
internal laws of the State of Florida, excluding any choice of law rules that
may direct the application of the laws of another jurisdiction.

10.6. Amendment and Modification. Buyer and Shareholders may amend,
modify and supplement this Agreement in such manner as may be agreed upon in
writing between Buyer and Shareholders' Agent; provided, however, that Buyer
may, in Buyer's discretion, require the execution of any amendment by all the
Shareholders personally.

10.7. Notice. All notices, requests, demands and other communications
hereunder shall be given in writing and shall be: (a) personally delivered; (b)
sent by telecopier, facsimile transmission or other electronic means of
transmitting written documents; or (c) sent to the parties at their respective
addresses indicated herein by registered or certified U.S. mail, return receipt
requested and postage prepaid, or by private overnight mail courier service.
The respective addresses to be used for all such notices, demands or requests
are as follows:

(a) If to Buyer, to:

ABR Information Services, Inc.
00000 X.X. Xxxxxxx 00 Xxxxx
Xxxx Xxxxxx, Xxxxxxx 00000-0000
Attention: Xxxxx X. XxxXxxxxxx
Chairman of the Board,
President and
Chief Executive Officer
Facsimile: (000) 000-0000

(with a copy to)

Xxxxx & Lardner
000 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000
Xxxxx, Xxxxxxx 00000-0000
Attention: Xxxx X. Xxxxxxx
Facsimile: (000) 000-0000

or to such other person or address as Buyer shall furnish to Shareholders'
Agent in writing.

(b) If to Shareholders, to Shareholders' Agent:

c/o MidAtlantic 401(k) Services, Inc.
Xxx Xxxx Xxxx Xxxxxx
Xxxxx 000
Xxxxxxxxxx, Xxxxxxxx 00000
Attention: E. Xxxxxxxx XxXxx
Facsimile: (000) 000-0000
(with a copy to)

Christian & Xxxxxx, LLP
000 Xxxx Xxxx Xxxxxx
Xxxxxxxx, Xxxxxxxx 00000
Attention: Xxxxx X. Xxxxxxxxx, Esq.
Facsimile: (000) 000-0000

or to such other person or address as Shareholders shall designate as a
successor Shareholders' Agent in accordance with this Agreement.

MidAtlantic 401(k) Services, Inc.
c/o ABR Information Services, Inc.
00000 X.X. Xxxxxxx 00 Xxxxx
Xxxx Xxxxxx, Xxxxxxx 00000-0000
Attention: Xxxxx X. XxxXxxxxxx
Chairman of the Board,
President and
Chief Executive Officer
Facsimile: (000) 000-0000

(with a copy to)

Xxxxx & Lardner
000 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000
Xxxxx, Xxxxxxx 00000-0000
Attention: Xxxx X. Xxxxxxx
Facsimile: (000) 000-0000

Any notice to Company given after Closing shall also be given in the same
manner to Buyer.

If personally delivered, such communication shall be deemed delivered
upon actual receipt; if electronically transmitted pursuant to this paragraph,
such communication shall be deemed delivered the next business day after
transmission (and sender shall bear the burden of proof of delivery); if sent
by overnight courier pursuant to this paragraph, such communication shall be
deemed delivered upon receipt; and if sent by U.S. mail pursuant to this
paragraph, such communication shall be deemed delivered as of the date of
delivery indicated on the receipt issued by the relevant postal service, or, if
the addressee fails or refuses to accept delivery, as of the date of such
failure or refusal. Delivery to Shareholders' Agent shall constitute delivery
to all Shareholders. Any party to this Agreement may change its address for the
purposes of this Agreement by giving notice thereof in accordance with this
Section.

10.8. Expenses.

10.8.(a) Brokerage. Except as to (i) Broadview Associates LLC,
which shall be compensated by Buyer, and (ii) TMark Associates, Ltd. and
Crestar Securities Corporation, which shall be compensated by
Shareholders, Shareholders and Buyer each represent and warrant to each
other that there is no broker involved or in any way connected with the
transfer provided for herein on their behalf respectively (and
Shareholders represent and warrant that there is no broker involved on
behalf of Company) and each agrees to hold the other harmless from and
against all other claims for brokerage

commissions or finder's fees in connection with the execution of this
Agreement or the transactions provided for herein.

10.8.(b) Expenses to be Paid by Shareholders. Shareholders
shall pay, and shall indemnify, defend and hold Buyer and Company
harmless from and against, each of the following:

(i) Transfer Taxes. Any sales, use, excise,
transfer or other similar tax imposed with respect to the
transactions provided for in this Agreement, and any interest
or penalties related thereto.

(ii) Professional Fees. All fees and expenses,
including accounting and other professional fees, incurred in
connection with or relating to the preparation and provision
of the financial statements of the Company as set forth in
Section 3.4 above.

10.8.(c) Other. Except as otherwise provided herein, each of
the parties shall bear its own expenses and the expenses of its counsel
and other agents in connection with the transactions contemplated
hereby.

10.8.(d) Costs of Litigation or Arbitration. The parties agree
that (subject to the discretion, in an arbitration proceeding, of the
arbitrator as set forth in Section 10.4) the prevailing party in any
action brought with respect to or to enforce any right or remedy under
this Agreement shall be entitled to recover from the other party or
parties all reasonable costs and expenses of any nature whatsoever
incurred by the prevailing party in connection with such action,
including without limitation attorneys' fees and prejudgment interest.

10.9. Shareholders' Agent; Power of Attorney.

10.9.(a) Shareholders' Agent. The Shareholders hereby appoint
and constitute E. Xxxxxxxx XxXxx as Shareholders' Agent hereunder, to
exercise the powers on behalf of Shareholders set forth in this
Agreement; and E. Xxxxxxxx XxXxx hereby accepts such appointment. In the
event of the death, resignation or inability to act of E. Xxxxxxxx
XxXxx, and upon receipt by Buyer of evidence of the same which is
satisfactory to Buyer, Xxxxx Xxx XxXxx shall be successor Shareholders'
Agent with all powers of his predecessor.

10.9.(b) Power of Attorney. Each Shareholder, by his execution
of this Agreement, hereby constitutes and appoints the Shareholders'
Agent his true and lawful attorney in fact, with full power in his name
and on his behalf:

(i) to receive on behalf of such Shareholder the
proceeds of sale of such Shareholder's Shares being sold
hereunder, to give Buyer a receipt therefor on behalf of such
Shareholder and to hold such proceeds subject to the terms
hereof and the instructions of such Shareholder with respect
to the ultimate disbursement thereof;

(ii) to act on such Shareholder's behalf according
to the terms of this Agreement, including, without limitation,
the power to contest or acquiesce in the determination of the
Contingent Payment in accordance with Section 2.1; to amend
this Agreement in accordance with Article 10.6 or terminate
this Agreement in accordance with Section 8; to consent to the
assignment of rights under this Agreement in accordance with
Section 10.4.(a); to give and receive notices on behalf of all
the Shareholders; and to act on their behalf in connection
with any matter as to which the Shareholders jointly and
severally are an "Indemnified Party" or "Indemnifying Party"
under Article 6 hereof; all in the absolute discretion of the
Shareholders' Agent;

(iii) in general, to do all things and to perform
all acts, including, without limitation, executing and
delivering all agreements, certificates, receipts,
instructions and other instruments contemplated by or deemed
advisable in connection with this Agreement.

This power of attorney, and all authority hereby conferred, is granted subject
to the interests of the other Shareholders and the Buyer hereunder and in
consideration of the mutual covenants and agreements made herein, and shall be
irrevocable and shall not be terminated by any act of any Shareholder or by
operation of law, whether by the death or incapacity of any Shareholder or by
the occurrence of any other event. Each Shareholder agrees, jointly and
severally, to hold the Shareholders' Agent free and harmless from any and all
loss, damage or liability which they, or any one of them, may sustain as a
result of any action taken in good faith hereunder.

10.10. Entire Agreement. This instrument embodies the entire agreement
between the parties hereto with respect to the transactions contemplated
herein, and there have been and are no agreements, representations or
warranties between the parties other than those set forth or provided for
herein.

10.11. Counterparts; Facsimile Signatures. This Agreement may be
executed in one or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one

and the same instrument. This Agreement and the Ancillary Instruments may be
effective upon the execution and delivery by any party of facsimile copies of
signature pages hereto and thereto duly executed by such party; provided,
however, that any party delivering a facsimile signature page covenants and
agrees to deliver promptly after the date hereto two (2) original copies to the
other parties hereto.

10.12. Headings. The headings in this Agreement are inserted for
convenience only and shall not constitute a part hereof.

10.13. Glossary of Terms. The following sets forth the location of
certain definitions of capitalized terms defined in the body of this Agreement:

"Act" - Section 3.26
"Affiliate" - Section 3.7.(k)
"Ancillary Instruments" - Section 3.2.(a)
"Buyer's Affiliates" - Section 6.1
"Buyer Loan" - Section 2.1(d)
"CERCLA" - Section 3.10.(c)
"Claim" - Section 6.1
"Closing" - Preamble to Article 9
"Closing Date" - Section 7
"Code" - Section 3.5.(e)
"Common Stock" - Section 2.2(b)
"Company Employees" - Section 3.15.(a)
"Contingent Payment" - Section 2.1
"Disclosure Schedule" - Article 10
"Effective Date" - Section 7
"Employee Plans/Agreement(s)" - Section 3.15.(a)
"Environmental Laws" - Section 3.10.(c)
"ERISA" - Section 3.15.(a)
"Facilities" - Second Recital
"Government Entities" - Section 3.3
"Indemnified Party" - Section 6.3.(a)
"Indemnifying Party" - Section 6.3.(a)
"Laws" - Section 3.3
"Lien" - Section 3.11.(a)
"Litigation" - Section 3.9
"Orders" - Section 3.3
"PBGC" - Section 3.15.(b)(ii)
"Purchase Price" - Section 2.1
"Real Property" - Section 3.11.(c)
"Recent Balance Sheet" - Section 3.4
"Services" - Section 3.19
"Settlement Date" - Section 2.2.(c)
"Shares" - First Recital
"Trade Rights" - Section 3.17
"Waste" - Section 3.10.(c)

Where any group or category of items or matters is defined collectively in the
plural number, any item or matter within such definition may be referred to
using such defined term in the singular number.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date and year first above written.

BUYER:

ABR INFORMATION SERVICES, INC.,
a Florida corporation

By: /s/ Xxxxxx X. Xxxxxxx
----------------------------------------
Xxxxxx X. Xxxxxxx
Senior Vice President -
Mergers and Acquisitions

COMPANY:

MIDATLANTIC 401(k) SERVICES, INC.,
a Virginia corporation

By: /s/ E. Xxxxxxxx XxXxx
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E. Xxxxxxxx XxXxx
Title: President

SHAREHOLDERS:

/s/ E. Xxxxxxxx XxXxx
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E. Xxxxxxxx XxXxx, Individually and
as Joint Tenant with Xxxxx Xxx XxXxx

/s/ Xxxxx Xxx XxXxx
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Xxxxx Xxx XxXxx, Individually and
as Joint Tenant with E. Xxxxxxxx XxXxx

/s/ Xxxxxx X. Xxxxxx, Xx.
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Xxxxxx X. Xxxxxx, Xx., Individually

SHAREHOLDERS' AGENT:

/s/ E. Xxxxxxxx XxXxx
----------------------------------------
E. Xxxxxxxx XxXxx

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Table of Contents

1 EXHIBIT 10.16 STOCK PURCHASE AGREEMENT dated August 12, 1998, and effective as of August 1, 1998,

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