DEBT RESOLVE INC
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>e238375503.txt
<TEXT>

                                                                    EXHIBIT 10.1


                              --------------------


                          SECURITIES PURCHASE AGREEMENT

                              --------------------

                                  by and among

                             CREDINT HOLDINGS, LLC,

                           PRAIRIE CAPITAL III, L.P.,

                          PRAIRIE CAPITAL III QP, LLC,

                               W. THOMAS CAFFERY,

                           JPM MEZZANINE CAPITAL, LLC,

                          MADISON CAPITAL FUNDING, LLC,

                                   BRUCE GRAY,

                                 JOHN FARINACCI,

                                  GARY HOLTER,

                                 THOMAS HINMAN,

                                 SHAWN COSTANZO,

                                 LAWRENCE RIZZO,

                                BRENT HENDERSON,

                                 BARBARA WAGNER,

                                  LINDA SCHULZ,


                                       and

                               DEBT RESOLVE, INC.

                           Dated as of April 30, 2007


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<TABLE>
                                TABLE OF CONTENTS
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                                                                                                              PAGE

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1.       DEFINITIONS.............................................................................................1
1.1               Certain Defined Terms..........................................................................1
1.2               Definitions....................................................................................5


2.       SALE AND PURCHASE OF THE MEMBERSHIP INTERESTS...........................................................6
2.1               Sale and Purchase..............................................................................6
2.2               Membership Interests...........................................................................6


3.       CONSIDERATION FOR THE MEMBERSHIP INTERESTS..............................................................6
3.1               Consideration..................................................................................6
3.2               Cash Payment...................................................................................7
3.3               UARP...........................................................................................7
3.4               Allocation of Purchase Price...................................................................7
3.5               Purchase Price Adjustment......................................................................8


4.       REPRESENTATIONS AND WARRANTIES OF SELLER AND HOLDERS....................................................9
4.1               Ownership of the Membership Interests..........................................................9
4.2               Valid and Binding Agreement...................................................................10
4.3               Organization, Good Standing and Qualification.................................................10
4.4               Options, Warrants, Etc........................................................................10
4.5               Subsidiaries and Investments..................................................................10
4.6               Financial Statements and Financial Information................................................11
4.7               No Material Changes...........................................................................12
4.8               Taxes.........................................................................................12
4.9               Personal Property; Liens......................................................................14
4.10              Real Property.................................................................................14
4.11              Accounts Receivable...........................................................................15
4.12              Insurance Policies............................................................................15
4.13              Permits, Licenses and Bonds...................................................................15
4.14              Contracts and Commitments.....................................................................16
4.15              Customers and Suppliers.......................................................................16
4.16              Labor, Benefit and Employment Agreements......................................................16
4.17              No Breach of Statute, Decree or Other Instrument..............................................19
4.18              Compliance with Laws..........................................................................19
4.19              Litigation....................................................................................20
4.20              Patents, Licenses and other Intellectual Property.............................................20
4.21              Transactions with Affiliates..................................................................21
4.22              Bank Accounts.................................................................................21
4.23              Environmental Matters.........................................................................21
4.24              Sensitive Payments............................................................................22
4.25              Investment Matters............................................................................23
4.26              Employees.....................................................................................24


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4.27              Duty of Inquiry...............................................................................24

5.       REPRESENTATIONS AND WARRANTIES OF HOLDERS..............................................................24
5.1               Ownership of the Membership Interests in Seller...............................................24
5.2               Valid and Binding Agreement...................................................................24
5.3               No Breach of Statute, Decree or Other Instrument..............................................24
5.4               Litigation....................................................................................24
5.5               Investment Matters............................................................................25

6.       REPRESENTATIONS AND WARRANTIES OF BUYER................................................................26
6.1               Organization, Good Standing and Qualification.................................................26
6.2               Authorization of Agreement....................................................................26
6.3               Valid and Binding Agreement...................................................................26
6.4               No Breach of Statute, Decree or Other Instrument..............................................26
6.5               SEC Reports; Financials.......................................................................26
6.6               Purchase of Membership Interests for Investment...............................................27
6.7               Status of Buyer Common Stock..................................................................27
6.8               No Material Changes...........................................................................27
6.9               Litigation....................................................................................28
6.10              Compliance with Laws..........................................................................28
6.11              Solvency......................................................................................28
6.12              Sensitive Payments............................................................................28
6.13              Duty of Inquiry...............................................................................29

7.       BUYER'S OBLIGATIONS BEFORE THE CLOSING DATE............................................................29
7.1               Efforts to Obtain Funding.....................................................................29
7.2               Notice of Funding Failure.....................................................................29
7.3               Efforts to obtain Stockholder Vote............................................................29

8.       SELLER'S OBLIGATIONS BEFORE THE CLOSING DATE...........................................................29
8.1               Access to Information.........................................................................29
8.2               Conduct of Business in Ordinary Course........................................................30
8.3               Preservation of Business and Relationships....................................................30
8.4               Maintenance of Insurance......................................................................30
8.5               Corporate Matters.............................................................................30

9.       ADDITIONAL AGREEMENTS OF THE PARTIES...................................................................32
9.1               Confidentiality...............................................................................32
9.2               Termination of Other Negotiations; Exclusivity................................................32
9.3               Voting by the Holders.........................................................................33
9.4               Non-Interference; Further Assurances..........................................................33
9.5               Release.......................................................................................33
9.6               Notice of Developments........................................................................33


                                      -ii-
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10.      CONDITIONS PRECEDENT TO BUYER'S PERFORMANCE............................................................34
10.1              Accuracy of Representations and Warranties....................................................34
10.2              Performance...................................................................................34
10.3              Certification.................................................................................34
10.4              Absence of Litigation.........................................................................34
10.5              Consents; Releases............................................................................34
10.6              Settlement of Affiliate Obligations...........................................................34
10.7              No Material Adverse Effect....................................................................35
10.8              Financing.....................................................................................35
10.9              Stockholder Vote..............................................................................35
10.10             Employment Agreements.........................................................................35
10.11             Financial Statements..........................................................................35
10.12             Name Change...................................................................................35
10.13             Resignations; Banking Arrangements............................................................35
10.14             Resolutions...................................................................................36
10.15             Proceedings and Instruments Satisfactory......................................................36
10.16             No Changes in Senior Management...............................................................36

11.      CONDITIONS PRECEDENT TO SELLER'S AND HOLDERS'PERFORMANCE...............................................36
11.1              Accuracy of Representations and Warranties....................................................36
11.2              Performance...................................................................................36
11.3              Certification.................................................................................36
11.4              Assumption of Bond and Other Obligations......................................................36
11.5              Absence of Litigation.........................................................................36
11.6              Consents......................................................................................37
11.7              Settlement of Affiliate Obligations...........................................................37
11.8              Registration Rights Agreement.................................................................37
11.9              Resolutions...................................................................................37
11.10             Proceedings and Instruments Satisfactory......................................................37

12.      CLOSING................................................................................................37
12.1              Place and Date of Closing.....................................................................37
12.2              Actions at Closing............................................................................37

13.      TERMINATION OF AGREEMENT...............................................................................38
13.1              General.......................................................................................38
13.2              Effect of Termination.........................................................................38
13.3              Seller Termination Fee........................................................................39

14.      INDEMNIFICATION........................................................................................39
14.1              General.......................................................................................39
14.2              Limitations on Certain Indemnity..............................................................39
14.3              Right to Defend...............................................................................41
14.4              Exclusive Remedy..............................................................................42

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15.      COSTS..................................................................................................42
15.1              Finder's or Broker's Fees.....................................................................42
15.2              Closing Expenses..............................................................................42

16.      POST-CLOSING COVENANTS.................................................................................42
16.1              Books and Records.............................................................................42
16.2              Restrictive Covenants.........................................................................42
16.3              Tax Allocations...............................................................................43
16.4              Lock-up and Leak Out..........................................................................43
16.5              Directors and Officer's Insurance.............................................................43
16.6              Tax Matters...................................................................................44
16.7              Further Assurances............................................................................45

17.      FORM OF AGREEMENT......................................................................................46
17.1              Effect of Headings............................................................................46
17.2              Entire Agreement; Waivers; Severability.......................................................46
17.3              Counterparts; Fax Signatures..................................................................46
17.4              Interpretation................................................................................46

18.      PARTIES................................................................................................46
18.1              Parties in Interest...........................................................................46
18.2              Notices.......................................................................................46

19.      MISCELLANEOUS..........................................................................................47
19.1              Waivers and Amendments........................................................................47
19.2              Non-Assignability; Binding Effect.............................................................48
19.3              Governing Law; Jurisdiction...................................................................48
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                          SECURITIES PURCHASE AGREEMENT

     SECURITIES PURCHASE AGREEMENT (this "Agreement"), entered into as of April
30, 2007, by and among DEBT RESOLVE, INC., a Delaware corporation ("Buyer"),
CREDINT HOLDINGS, LLC, a Delaware limited liability company ("Seller"), and the
holders of all of the outstanding limited liability company membership interests
in Seller named on the signature page of this Agreement (the "Holders").

                              W I T N E S S E T H :

     WHEREAS, Seller is the record and beneficial owner of all of the issued and
outstanding limited liability company membership interests (the "Membership
Interests") in Creditors Interchange Receivable Management, LLC, a Delaware
limited liability company (the "Company"), which operates as a financial
services company specializing in accounts receivable management and primarily
services the credit card, consumer loan, retail, auto and commercial markets for
customers throughout the United States and Canada (the "Business");

     WHEREAS, Seller desires to sell to Buyer all, and not less than all, of the
Membership Interests and the Business of the Company as a going concern, and to
consummate the other transactions contemplated by this Agreement, all upon the
terms and subject to the conditions set forth in this Agreement;

     WHEREAS, Buyer desires to purchase from Seller all, and not less than all,
of the Membership Interests and to consummate the other transactions
contemplated by this Agreement, all upon the terms and subject to the conditions
set forth in this Agreement; and

     WHEREAS, the Holders own all of the outstanding limited liability company
interests in Seller, and as such expect to derive substantial benefit from the
transactions contemplated by this Agreement;

     NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements herein set forth, the parties hereby covenant and agree
as follows:

     1.   DEFINITIONS.

          1.1  Certain Defined Terms. The following terms shall have the
               respective meanings indicated wherever used in this Agreement:


               "Accredited Investor" has the meaning set forth in Regulation D
promulgated by the SEC.

               "Acquired Assets" means all of the Company's right, title and
interest in, to and under the assets, properties and rights owned, leased or
used by, or licensed to, the Company or its Subsidiaries, of every nature, kind
and description, tangible and intangible (including goodwill), whether real,
personal or mixed, whether accrued, contingent or otherwise, wherever located
and whether now existing or hereafter acquired by the Company or its
Subsidiaries, as the same shall exist on the Closing Date, whether or not any of
such assets, properties or rights



<PAGE>


have any value for accounting purposes or are carried or reflected on or
specifically referred to in the Company's or its Subsidiaries' books or
financial statements.

               "Action" means any claim, action, suit, arbitration, inquiry,
proceeding or investigation by or before any Governmental Authority.

               "Affiliate" means, as to any Person, any other Person
controlling, controlled by or under common control with the first Person, where
"control" means the possession, directly or indirectly, of the power to direct
the management and policies of such Person whether through the ownership or
voting securities, contract or otherwise.

               "Buyer Material Adverse Effect" means any change, development,
event or effect, individually or in the aggregate with other changes,
developments, events or effects, in the business, operations, condition
(financial or otherwise), assets or Liabilities relating to Buyer which (a)
would, or would reasonably be expected to, have a material and adverse affect on
Buyer, which, if such impact can be monetarily quantified, is in excess of Three
Hundred Thousand Dollars ($300,000), or (b) would impair Buyer's ability to
perform on a timely basis any material obligations pursuant to or related to
this Agreement; excluding, however, the following: (i) any condition or event
generally affecting the United States economy as a whole or the global economy;
(ii) any change in the economy of regions where Buyer operates; (iii) any change
in industry conditions with respect to Buyer unless such change has a
disproportionate impact on Buyer as compared to other industry participants; and
(iv) any change, development, event or effect caused by, or related to, the
announcement of the transaction which is the subject of this Agreement, or
related transactions.

               "Buyer 2007 SEC Reports" means all Buyer SEC Reports filed with
the SEC after December 31, 2006 and prior to the date of this Agreement.

               "Closing Statement" means the consolidated statement of Working
Capital and Excess Cash of the Company and the Subsidiaries to be prepared
pursuant to Section 3.5(a) and to be dated as of the close of business on the
Closing Date.

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

               "Employee Agreement" means each employment, management, change in
control, severance, consulting, relocation, repatriation or expatriation
agreement between the Company or any ERISA Affiliate and any Employee.

               "Employment Agreements" means each of the Employment Agreements,
dated as of the date hereof, with the individuals listed in Schedule 1.1.

               "Employee Plan" means any plan, program, policy, practice,
contract, agreement or other arrangement providing for compensation, severance,
termination pay, retirement benefits, deferred compensation, change in control
benefits, post-employment benefits, performance awards, stock or stock related
awards, fringe benefits or other employee benefits or remuneration of any kind,
whether written or unwritten, funded or unfunded, including each "employee
benefit plan," within the meaning of Section 3(3) of ERISA which is or has been

                                        2
<PAGE>


maintained, contributed to, or required to be contributed to, by the Company or
any ERISA Affiliate for the benefit of any Employee, or with respect to which
the Company or any ERISA Affiliate has or may have any liability or obligation.

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

               "GAAP" means generally accepted accounting principles in the
United States, consistently applied for all relevant periods of the Company.

               "Governmental Authority" means any federal, national,
supranational, state, provincial, local, or similar government, governmental,
regulatory or administrative authority, agency or commission or any court,
tribunal, or judicial or arbitral body.

               "Governmental Order" means any order, writ, judgment, injunction,
decree, stipulation, determination or award entered by or with any Governmental
Authority.

               "Indebtedness" means, collectively, loans, bank borrowings,
indebtedness for money borrowed, letter of credit reimbursement obligations, net
hedging or swap agreement obligations, capitalized lease obligations, purchase
money financing and other such Liabilities and obligations (excluding trade
payables). In the case of any Indebtedness issued with original issue discount,
the amount of Indebtedness outstanding as of any date shall be the accreted
value thereof. In the case of any other Indebtedness, the amount of Indebtedness
outstanding as of any date shall be the principal amount thereof, together with
any interest accrued but unpaid thereon. Indebtedness shall also include any
guaranty of any Indebtedness of any Person.

               "knowledge" or "know" means, when referring to the knowledge of
Seller and/or the Holders, the actual knowledge of Bruce Gray, John Farinacci
and Gary Holter after reasonable inquiry of the appropriate management-level
employees of the Company and its Subsidiaries.

               "Law" means any federal, national, supranational, state,
provincial, local, foreign or similar statute, law, ordinance, regulation, rule,
code, order, requirement or rule of law (including common law).

               "Liabilities" means any and all debts, liabilities and
obligations, whether accrued or fixed, absolute or contingent, matured or
unmatured or determined or determinable, including those arising under any Law
(including any Environmental Law), Action or Governmental Order, including
Taxes, and those arising under any contract, agreement, arrangement, commitment
or undertaking.

               "Liens" means any liens, pledges, claims, security interests,
mortgages, conditions, restrictions and other encumbrances.

               "Losses" means any and all claims, losses, costs, expenses,
obligations, Liabilities, damages, recoveries and deficiencies, including costs
of investigation, interest, penalties and reasonable attorneys' fees, that a
party hereto may incur, sustain or suffer.

                                        3
<PAGE>

               "Manager Holders" means Bruce Gray, John Farinacci, Gary Holter,
Thomas Hinman, Shawn Costanzo, Lawrence Rizzo, Brent Henderson, Barbara Wagner
and Linda Schulz.

               "Material Adverse Effect" means any change, development, event or
effect, individually or in the aggregate with other changes, developments,
events or effects, in the business, operations, condition (financial or
otherwise), assets or Liabilities relating to the Company or any of its
Subsidiaries which (a) would, or would reasonably be expected to, have a
material and adverse affect on the Business, Seller or the Company or its
Subsidiaries, which, if such impact can be monetarily quantified, is in excess
of Three Hundred Thousand Dollars ($300,000), or (b) would impair Seller's or
the Company's ability to perform on a timely basis any material obligations
pursuant to or related to this Agreement; excluding, however, the following: (i)
any condition or event generally affecting the United States economy as a whole
or the global economy; (ii) any change in the economy of regions where the
Company operates; (iii) any change in industry conditions with respect to the
Company unless such change has a disproportionate impact on the Company as
compared to other industry participants; and (iv) any change, development, event
or effect caused by, or related to, the announcement of the transaction which is
the subject of this Agreement, or related transactions.

               "Permitted Liens" "Permitted Liens" means (i) Liens arising in
the normal course of business which are not, individually or in the aggregate,
material in character or amount and do not materially interfere with the use
made of any property of the Company or any Subsidiary in the Business; (ii)
statutory liens for Taxes not yet due; (ii) statutory liens of landlords,
carriers, warehousemen, mechanics and materialmen incurred in the ordinary
course of business for sums not yet due; (iii) liens incurred or deposits made
in the ordinary course of business in connection with workers' compensation,
unemployment insurance and other types of social security or to secure the
performance of tenders, statutory obligations, surety and appeal bonds, bids,
leases, government contracts, performance and return of money bonds and similar
obligations; (iv) security interests in any bank account in favor of the
depositary bank, and security interests in any securities account in favor of
the broker or other entity that maintains such account; (v) minor irregularities
of title which do not in the aggregate materially detract from the value or use
of the Company's or any Subsidiary's respective assets; and (vi) Liens securing
the Indebtedness.

               "Person" means any individual, partnership, firm, corporation,
limited liability company, association, trust, unincorporated organization or
other entity, as well as any syndicate or group that would be deemed to be a
person under Section 13(d)(3) of the Exchange Act.

               "SEC" means the U.S. Securities and Exchange Commission.

               "Securities Act" means the Securities Act of 1933, as amended.

               "Subsidiaries" means any and all corporations, partnerships,
limited liability companies, joint ventures, associations and other entities
controlled by the Company directly or indirectly through one or more
intermediaries.


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<PAGE>


               "Tax" or "Taxes" means any and all taxes, fees, levies, duties,
tariffs, imposts, and other charges of any kind (together with any and all
interest, penalties, additions to tax and additional amounts imposed with
respect thereto) imposed by any Governmental Authority, including taxes or other
charges on or with respect to income, franchises, windfall or other profits,
gross receipts, property, sales, use, capital stock, payroll, employment, social
security, workers' compensation, unemployment compensation, or net worth; taxes
or other charges in the nature of excise, withholding, ad valorem, stamp,
transfer, value added, or gains taxes; license, registration and documentation
fees; customs' duties, tariffs, and similar charges; and taxes arising under
Treasury Regulation Section 1.1502-6 (or any comparable state or local Law), as
a transferee or successor, by contract, or otherwise.

               "Tax Returns" means any return, declaration, report, election,
claim for refund or information return or other statement or form relating to
Taxes, including any schedule or attachment thereto or any amendment thereof.

               "UARP" means the Unit Appreciation Rights Plan of the Company.

               "Working Capital" means current assets of the Company
(constituting cash, accounts receivable, pre-paid and other current assets,
including long-term collector bonus plan investments classified as long term and
any deposits that may be classified as long term assets in the Financial
Statements) minus current liabilities of the Company (constituting accounts
payable, accrued expenses and other current liabilities, including accrued long
term collector bonuses classified as long term), as determined in accordance
with GAAP and consistent with normal operating procedures of the Company.

     1.2 Definitions. The following terms have the meanings set forth in the
Sections set forth below:

          Definition                                     Location
          ----------                                     --------

          "Accounts"..................................   4.11(a)
          "Agreement".................................   Preamble
          "Allocation Schedule".......................   3.4
          "Business"..................................   Recitals
          "Buyer".....................................   Preamble
          "Buyer Common Stock"........................   3.1
          "Buyer Financial Statements"................   6.5(b)
          "Buyer Losses"..............................   14.1(a)
          "Buyer SEC Reports".........................   6.5(a)
          "Cap".......................................   14.2(a)
          "CERCLA"....................................   4.23(a)
          "Closing"...................................   12.1
          "Closing Date"..............................   12.1
          "Company"...................................   Recitals
          "Confidentiality Agreement".................   9.1
          "Consideration".............................   3.1
          "Creditors Canada"..........................   4.5(a)


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<PAGE>


          Definition                                     Location
          ----------                                     --------

          "Deductible"................................   14.2(a)
          "Desktop Software"..........................   4.20(a)
          "DOL".......................................   4.16(c)
          "Employees".................................   4.16(e)
          "Environmental Laws"........................   4.23(a)
          "ERISA Affiliate"...........................   4.16(a)
          "Excess Cash"...............................   3.2
          "Exchange Act"..............................   6.5(a)
          "Facilities"................................   4.10(a)
          "Financial Statements"......................   4.6(a)
          "Financing".................................   10.8
          "Fraud Claim"...............................   14.2(a)
          "Holders"...................................   Preamble
          "Independent Accounting Firm"...............   3.5
          "Intellectual Property".....................   4.20(a)
          "Interim Financial Statements"..............   4.6(a)
          "Leases"....................................   4.10(a)
          "Material Contracts"........................   4.14(a)
          "Membership Interests"......................   Recitals
          "Outside Closing Date"......................   13.1(c)
          "Registration Rights Agreement".............   11.8
          "Reserve"...................................   4.11(a)
          "Seller"....................................   Preamble
          "Seller Losses".............................   14.1(b)

     2. SALE AND PURCHASE OF THE MEMBERSHIP INTERESTS.

     2.1 Sale and Purchase. As of the close of business on the Closing Date (as
hereinafter defined) and upon the terms and subject to the conditions of this
Agreement, Buyer shall purchase from Seller all, and not less than all, of the
outstanding Membership Interests, and Seller shall sell to Buyer all, and not
less than all, of the Membership Interests, against receipt by Seller of the
Consideration set forth in Section 3 below.

     2.2 Membership Interests. As of the close of business on the Closing Date,
Seller shall deliver to Buyer, against receipt of the Consideration described in
Section 3 below, an assignment document transferring all of the Membership
Interests to Buyer, together with a written acknowledgement from the Company
that all of the Membership Interests are recorded on the books of the Company in
the name of Buyer.

     3. CONSIDERATION FOR THE MEMBERSHIP INTERESTS.

     3.1 Consideration. Subject to the adjustment in Section 3.5 below, in
consideration for the delivery and transfer to Buyer of all of the Membership
Interests, on the Closing Date, Buyer shall pay to Seller an amount (the
"Consideration") equal to (a) Sixty-Four Million


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<PAGE>


($64,000,000) Dollars, plus (b) the amount of Excess Cash not distributed
pursuant to Section 3.2 at or prior to Closing, minus (c) the sum, as of the
Closing Date, of all principal, accrued interest, prepayment premiums (if any)
and other charges in respect of the Company's Indebtedness. Such Consideration
shall be payable on the Closing Date (i) by the payment to Seller (or Seller's
designee), by wire transfer of immediately available funds to the account
designated by Seller therefor, of an amount equal to the aggregate Consideration
minus $4,000,000, and (ii) by the issuance to Seller (or Seller's designee) of
840,337 shares of Common Stock, par value $.001 per share (the "Buyer Common
Stock"), of Buyer.

     3.2 Cash Payment. At Closing, cash of the Company may be distributed to
Seller to the extent that, after such distribution, the Company will not have
negative Working Capital as of the close of business on the Closing Date
("Excess Cash"), as estimated pursuant to the closing certificate to be
delivered to Buyer from Seller on the Closing Date pursuant to Section 10.3;
provided, that Seller may deliver a certificate of the Company's chief financial
officer regarding the items specified in clause (c) of Section 10.3 up to five
days prior to the Closing and, upon delivery of such certificate, shall be
entitled to cause the Company to make a distribution of the Excess Cash set
forth on such certificate. Notwithstanding the foregoing, nothing is intended to
restrict the Company's ability to make tax distributions in respect of 2007
income (net of any and all distributions previously made with respect thereto),
provided that such tax distributions shall be made prior to any distributions of
Excess Cash.

     3.3 UARP. Seller shall, and Seller shall cause the Company to, take all
actions necessary to cause the Company to make the change in control payments
required under the UARP to the applicable participants immediately prior to the
Closing. Seller shall be responsible for, and shall cause the Company to make
(either from Excess Cash or from the proceeds payable to the Seller hereunder),
any and all amounts that are required to be paid to the employees of the Company
under the UARP and Seller shall cause the Company immediately prior to Closing
to make all such payments, less applicable withholding taxes, to the employees
of the Company. All tax benefits arising from (a) any such payments to the
employees under the UARP and (b) any transaction-related payments and investment
banking and attorneys fees incurred by the Company or Seller shall be for the
benefit of Seller and the Holders. Buyer shall not claim any of the tax benefits
referred to in clauses (a) and (b), and Buyer shall file its federal and state
Tax Returns accordingly.

     3.4 Allocation of Purchase Price. Buyer and Seller shall treat the
acquisition of the Acquired Assets as an "applicable asset acquisition" within
the meaning of Section 1060 of the Code and accordingly hereby agree to allocate
the Consideration (and all other capitalized costs) among the Acquired Assets
for all purposes (including financial accounting and tax purposes) in accordance
with the allocation schedule prepared after Closing ("Allocation Schedule") by
Buyer; provided, however, that the parties agree that for purposes of Code
Section 1060, the total amount of consideration allocable to the tangible
depreciable assets of the Company shall equal the book value of such assets (as
determined under GAAP) as of the Closing Date. If Seller objects in writing to
the Allocation Schedule prepared by Buyer within ten (10) days after receiving
such allocation by Buyer, and Buyer and Seller do not reach agreement on the
Allocation Schedule within thirty (30) business days after such notification by
Seller of its objection, Buyer and Seller shall submit the issue for
determination by a nationally recognized


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<PAGE>


accounting firm as shall be mutually acceptable to Buyer and Seller for
resolution of the disagreement, it being agreed that Buyer and Seller will
jointly share the fees and expenses of such accounting firm and that any
Allocation Schedule prepared by such accounting firm shall be binding on both
Buyer and Seller. The Allocation Schedule shall be binding on the parties
hereto, and Buyer and Seller agree to act (and cause their respective affiliates
to act) in accordance with the Allocation Schedule in the preparation, filing
and audit of any Tax Return, including Internal Revenue Service Form 8594,
including any exhibits thereto (as well as any similar state, local or foreign
form), and not to take (or permit any of their affiliates to take) any Tax,
accounting or financial reporting position that is inconsistent with such
Allocation Schedule, unless required to do so pursuant to a final determination
as defined in Code Section 1313(a).

     3.5 Purchase Price Adjustment. The Consideration shall be subject to
adjustment after the Closing as specified in this Section 3.5.

         (a)  Closing Statement. As promptly as practicable, but in any event
     within 60 business days following the Closing, Buyer shall deliver to the
     Seller the Closing Statement, together with the report thereon of the
     Buyer's accountants, stating that the Closing Statement has been prepared
     in accordance with the terms of this Agreement.

         (b)  Disputes. (i) Subject to clause (ii) of this Section 3.5(b), the
     Closing Statement delivered by Buyer to Seller shall be final, binding and
     conclusive on the parties hereto.

              (ii)   Seller may dispute any amounts reflected on the Closing
     Statement to the extent the net effect of such disputed amounts in the
     aggregate would affect the Working Capital reflected on the Closing
     Statement by more $10,000, but only on the basis that the amounts reflected
     on the Closing Statement were not arrived at in accordance with the terms
     of this Agreement or were arrived at based on mathematical or clerical
     error; provided, however, that Seller shall have notified Buyer and Buyer's
     accountants in writing of each disputed item, specifying the estimated
     amount thereof in dispute and setting forth, in reasonable detail, the
     basis for such dispute, within 20 business days of Buyer's delivery of the
     Closing Statement to Seller. In the event of such a dispute, Seller's
     accountants and Buyer's accountants shall attempt to reconcile their
     differences, and any resolution by them as to any disputed amounts shall be
     final, binding and conclusive on the parties hereto. If Seller's
     accountants and Buyer's accountants are unable to reach a resolution with
     such effect within 20 business days after the receipt by Buyer of Seller's
     written notice of dispute, Seller's accountants and Buyer's accountants
     shall submit the items remaining in dispute for resolution to an
     independent accounting firm of national reputation mutually acceptable to
     Seller and Buyer (the "Independent Accounting Firm"), which shall, within
     30 business days after such submission, determine and report to Seller and
     Buyer upon such remaining disputed items, and such report shall be final,
     binding and conclusive on Seller and Buyer. The fees and disbursements of
     the Independent Accounting Firm shall be allocated between Seller and Buyer
     in the same proportion that the aggregate amount of such remaining disputed
     items so submitted to the Independent Accounting Firm that is
     unsuccessfully disputed by each


                                        8
<PAGE>

     such party (as finally determined by the Independent Accounting Firm) bears
     to the total amount of such remaining disputed items so submitted.

              (iii)  In acting under this Agreement, Seller's accountants,
     Buyer's accountants and the Independent Accounting Firm shall be entitled
     to the privileges and immunities of arbitrators.

     (c) Adjustment. The Closing Statement shall be deemed final for the
     purposes of this Section 3.5 upon the earliest of (x) the failure of Seller
     to notify Buyer in writing of a dispute within 20 business days of the
     Buyer's delivery of the Closing Statement to Seller, (y) the resolution of
     all disputes, pursuant to Section 3.5(b)(ii), by Seller's accountants and
     Buyer's accountants and (z) the resolution of all disputes, pursuant to
     Section 3.5(b)(ii), by the Independent Accounting Firm. Within three
     business days of the Closing Statement being deemed final, an adjustment to
     the Consideration shall be made as follows:

              (i)    If the Excess Cash reflected on the closing certificate
     delivered by Seller to Buyer pursuant to Section 10.3 exceeds the Excess
     Cash reflected on the final Closing Statement by at least $10,000, then the
     Consideration shall be adjusted downward in an amount equal to such excess
     and Seller shall, and the Holders shall cause Seller to, pay to an amount
     equal to such excess to Buyer by wire transfer in immediately available
     funds; and

              (ii)   If the Excess Cash reflected on final Closing Statement
     exceeds the Excess Cash reflected on the closing certificate delivered by
     Seller to Buyer pursuant to Section 10.3 by at least $10,000, then the
     Consideration shall be adjusted upward in an amount equal to such excess
     and Buyer shall pay to an amount equal to such excess to Seller by wire
     transfer in immediately available funds.

     Any payments required to be made by Seller or Buyer pursuant to this
     Section 3.5(c) shall bear interest at the rate of eight percent (8%) from
     the date of the Closing through the date of payment.

     4. REPRESENTATIONS AND WARRANTIES OF SELLER AND HOLDERS.

     Seller represents and warrants to Buyer that, except as otherwise disclosed
in the Disclosure Schedule of even date herewith delivered by Seller to Buyer
(the numbered sections of which correspond to the numbered Sections of this
Agreement):

     4.1 Ownership of the Membership Interests. Seller has good and valid title
to all of the Membership Interests, all of which have been duly authorized and
validly issued and are fully paid and nonassessable, and are owned beneficially
and of record by Seller, free and clear of all Liens, except for any
restrictions which may be created by operation of state or federal securities
Laws. No Person other than Seller has any claim or interest in or to any of the
Membership Interests. Upon consummation of the transactions contemplated by this
Agreement and registration of the Membership Interests in the name of Buyer in
the records of the Company, Seller, assuming Buyer shall have purchased the
Membership Interests for value in good faith


                                        9
<PAGE>

and without notice of any adverse claim, will transfer to Buyer all the issued
and outstanding equity of the Company free and clear of all Liens. Upon
consummation of the transactions contemplated by this Agreement, the Membership
Interests will be fully paid and nonassessable. There are no voting trusts,
member agreements, proxies or other agreements or understandings in effect with
respect to the voting or transfer of any of the Membership Interests. Seller has
not issued to any Person, other than a Holder, any equity interests in Seller
(including any options, warrants or other securities or rights which are
convertible into or exercisable for membership or other equity interests in
Seller).

     4.2 Valid and Binding Agreement. Seller has all requisite full legal right,
power and authority to execute and deliver this Agreement and to consummate the
transactions contemplated hereby. This Agreement has been duly executed and
delivered by Seller, and (assuming due authorization, execution and delivery by
Buyer) this Agreement constitutes the legal, valid and binding obligation of
Seller enforceable against Seller in accordance with its terms.

     4.3 Organization, Good Standing and Qualification.

         (a)  Seller is a limited  liability  company duly organized,  validly
existing and in good standing under the laws of the State of Delaware, and has
all necessary limited liability company power and authority to perform its
obligations under this Agreement.

         (b)  The Company is a limited liability  company duly organized,
validly existing and in good standing under the laws of the State of Delaware,
and the Company has all necessary limited liability company power and authority
to carry on its business and to own, lease and operate its properties. The
Company is duly qualified and in good standing as a foreign limited liability
company in the jurisdictions indicated in Schedule 4.3(b), which are the only
jurisdictions in which such qualification is required by Law and the failure to
be so qualified would have a Material Adverse Effect. True and complete copies
of the Certificate of Formation and Limited Liability Company Agreement of the
Company (including all amendments thereto) have previously been delivered by
Seller to Buyer. Schedule 4.3(b) sets forth a complete list of the officers,
managers or directors of the Company.

     4.4 Options, Warrants, Etc. Except as set forth on Schedule 4.4, there are
no outstanding subscriptions, options, rights, warrants, convertible securities
or other agreements or calls, demands or commitments (i) relating to or
obligating the Company or any Subsidiary to issue, transfer or purchase any
limited liability company membership interests or other equity or profit
interests in the Company or any Subsidiary or (ii) obligating Seller to transfer
or encumber any of the Membership Interests. No limited liability company
membership interests or other equity or profit interests in the Company or any
Subsidiary are reserved for issuance pursuant to options, warrants,
subscriptions, agreements or other rights to purchase or acquire securities.

     4.5 Subsidiaries and Investments.

         (a)  Other than Creditors Interchange Receivable Management Corp., a
corporation formed under the Laws of the Province of Nova Scotia, Canada
("Creditors Canada"), the Company does not own or have a right to acquire,
beneficially or of record,


                                       10
<PAGE>

directly or indirectly, any capital stock or other equity securities or equity
or profits interest in any Person. The Creditors Canada is duly qualified and in
good standing as an extra-provincial corporation in the jurisdictions indicated
in Schedule 4.5(a), which are the only jurisdictions in which such qualification
is required by Law and the failure to be so qualified would have a Material
Adverse Effect.

         (b)  Creditors Canada is a corporation duly organized, validly existing
and in good standing under the Laws of the Province of Ontario, Canada.
Creditors Canada has all necessary corporate power and authority to carry on its
business and to own, lease and operate its properties. All of the issued and
outstanding equity interests in Creditors Canada are owned, beneficially and of
record, by the Company, free and clear of all Liens.

     4.6 Financial Statements and Financial Information.

         (a)  Schedule 4.6(a) contains true, correct and complete copies of (i)
the audited consolidated balance sheets of the Company as of December 31, 2005
and 2006, and the related audited consolidated statements of income and members'
equity, and cash flows of the Company for the fiscal years then ended (the
"Financial Statements") and (ii) the unaudited consolidated balance sheets of
the Company as of February 28, 2007 and the related consolidated statements of
income and members' equity, and cash flows of the Company for the period then
ended (the "Interim Financial Statements").

         (b)  The Financial Statements and the Interim Financial Statements: (i)
were derived from the books and records of the Company, which accurately and
consistently reflect all material transactions to which the Company was and is a
party; (ii) were prepared in accordance with GAAP, subject to audit adjustments
which would not (individually or in the aggregate) have a Material Adverse
Effect, and, with respect to the Interim Financial Statements, to the absence of
certain footnote disclosures which would otherwise be required by GAAP; (iii)
fairly present in all material respects the Company's consolidated financial
condition as at the dates thereof, and the results of its operations for the
fiscal years or period then ended; (iv) contain and reflect all necessary
material adjustments and accruals for a fair presentation of the Company's
consolidated financial condition and the results of its operations as of the
dates of and for the fiscal years or periods covered by such Financial
Statements and Interim Financial Statements; and (v) make full and adequate
provision, subject to and in accordance with GAAP, for the various assets and
liabilities of the Company, fixed or contingent, and the results of its
operations and transactions in its accounts, as of the dates and for the periods
referred to therein. Except as set forth in the Financial Statements, the
Interim Financial Statements and/or otherwise in the Disclosure Schedule, there
are no Liabilities of the Company or its Subsidiaries that could, individually
or in the aggregate, have a Material Adverse Effect.

         (c)  Schedule 4.6(c) contains true and complete copies of the accounts
receivable aging and accounts payable aging of the Company as of December 31,
2006, together with a true and complete list of all Indebtedness of the Company
guaranteed by Seller and/or any of its Affiliates.


                                       11
<PAGE>

         (d)  Seller owns no material assets other than the Membership
Interests; and without limitation of the foregoing, no assets utilized in the
Business are owned or held by Seller or any of the Holders.

     4.7 No Material Changes.

         (a) Except as set forth in Schedule 4.7(a), since December 31, 2006,
the Business has continued to be operated only in the ordinary course, and there
has not been:

              (i)    Any material adverse change in the consolidated financial
     condition, operations or business of the Company from that shown on the
     Financial Statements (including any announced changes in the Company's or
     any Subsidiary's relations with any significant suppliers, clients,
     customers, referral sources or others having significant relationships with
     the Company or any Subsidiary), or any material transaction or commitment
     effected or entered into by the Company or any Subsidiary outside of the
     ordinary course of business;

              (ii)   Any effect, change or circumstance which has had or could
     reasonably be expected to have a Material Adverse Effect;

              (iii)  Any incurrence of any Indebtedness other than borrowings
     made in the ordinary course of business under the Company's or any
     Subsidiary's secured line of credit, senior term loan, term loan and notes
     payable in existence on December 31, 2006;

              (iv)   Except as contemplated or permitted by this Agreement, any
     declaration, setting aside or payment of any dividend or other distribution
     with respect to the Membership Interests or any other payment of any kind
     by the Company or any Subsidiary to Seller; any forgiveness of any debt or
     obligation owed to the Company or any Subsidiary by Seller or any of
     Seller's Affiliates; or any direct or indirect redemption, purchase or
     other acquisition by the Company or any Subsidiary of any limited liability
     company interests or other equity interest in the Company or any
     Subsidiary; or

              (v)    Any other action or event which, if taken or occurring
     between the date hereof and the Closing Date, would violate Section 8.5
     below.

     4.8 Taxes. Except as set forth on Schedule 4.8:

         (a)  Each of the Company and its Subsidiaries is treated as disregarded
entities for federal, state and local income Tax purposes.

         (b)  (i) All Tax Returns required to be filed by or with respect to the
Seller, the Company and any Subsidiaries (including any state, local or other
Tax Return that includes the Seller, the Company or any Subsidiary on a
consolidated, combined or unitary basis) have been timely filed; (ii) all Taxes
required to be shown on such Tax Returns or otherwise due in respect of the
Seller, the Company or any Subsidiary have been timely paid; (iii) all such Tax
Returns are true, correct and complete in all material respects; (iv) no
adjustment relating to such Tax


                                      12
<PAGE>


Returns has been proposed formally or informally by any Governmental Authority
(insofar as either relates to the activities or income of the Seller, the
Company or any Subsidiary or could result in liability of the Company or any
Subsidiary on the basis of joint and/or several liability) and no basis exists
for any such adjustment; and (v) there are no pending or threatened Actions for
the assessment or collection of Taxes against the Seller, the Company or any
Subsidiary or (insofar as either relates to the activities or income of the
Seller, the Company or any Subsidiary or could result in liability of the
Seller, the Company or any Subsidiary on the basis of joint and/or several
liability) any Person that was included in the filing of a Tax Return with the
Seller on a consolidated, combined or unitary basis.

         (c)  There are no Tax liens on any assets of the Company or any
Subsidiary, other than Permitted Liens.

         (d)  The Company and any of its Subsidiaries have each properly and
timely withheld, collected and deposited all Taxes that are required to be
withheld, collected and deposited under applicable Law.

         (e)  None of the Company or any Subsidiary is doing business in or
engaged in a trade or business in any jurisdiction in which it has not filed all
required Tax Returns, and no notice or inquiry has been received from any
jurisdiction in which Tax Returns have not been filed by the Company or any
Subsidiary to the effect that the filing of Tax Returns may be required.

         (f)  Neither the Company nor any Subsidiary has been at any time a
member of any partnership or joint venture or the holder of a beneficial
interest in any trust for any period for which the statute of limitations for
any Tax has not expired.

         (g)  (i) None of the Company and any of its Subsidiaries has waived any
statute of limitations with respect to any Taxes or agreed to any extension of
time with respect to a Tax assessment or deficiency; (ii) there are no requests
for information currently outstanding that could affect the Taxes of the Company
or any Subsidiary; (iii) there are no proposed reassessments of any property
owned by the Company or any Subsidiary to increase the amount of any Tax to
which the Company or any Subsidiary would be subject; (iv) no power of attorney
that is currently in force has been granted with respect to any matter relating
to Taxes that could affect the Company or any Subsidiary; (v) none of the
Company or any of its Subsidiaries has, to an extent that would cause a Tax
liability to the Company, any (A) income reportable for a period ending after
the Closing but attributable to a transaction (e.g., an installment sale)
occurring in, or a change in accounting method made for, a period ending on or
prior to the Closing that resulted in a deferred reporting of income from such
transaction or from such change in accounting method (other than a deferred
intercompany transaction), or (B) deferred gain or loss arising out of any
deferred intercompany transaction; and (vi) none of the Company and any of its
Subsidiaries currently is the beneficiary of any extension of time within which
to file any Tax Return.

         (h)  Schedule 4.8 (i) lists all income, franchise and similar
income-type Tax Returns (federal, state, local and foreign) filed with respect
to each of the Company and any of its Subsidiaries for taxable periods ended
after December 31, 2002, (ii) indicates the most recent


                                      13
<PAGE>

income, franchise or similar Tax Return for each relevant jurisdiction for which
an audit has been completed or the statute of limitations has lapsed and (iii)
indicates all Tax Returns that currently are the subject of audit.

         (i) The Company has delivered to Buyer correct and complete copies of
all federal income Tax Returns, examination reports, and statements of
deficiencies assessed against and agreed to by any of the Company and any of its
Subsidiaries for taxable periods ended after December 31, 2002.

         (j)  None of the Company and its Subsidiaries is a party to any Tax
sharing or allocation agreement.

         (k)  Each of the Company and its Subsidiaries has disclosed on its
federal income Tax Returns all positions taken therein that could give rise to a
substantial understatement of federal income Tax within the meaning of Section
6662 of the Code. None of the Company and its Subsidiaries has ever participated
in any listed transaction, as defined in Treasury Regulation Section
1.6011-4(b)(2), required to be reported in a disclosure statement pursuant to
Treasury Regulation Section 1.6011-4.

     4.9 Personal Property; Liens. The Company and each Subsidiary has good
title to all of its personal property, free and clear of all Liens, except for:
(a) Permitted Liens and (b) the capital leases and equipment leases relating to
such personal property. All material fixed assets owned or leased by the Company
or any Subsidiary are in good operating condition and repair (reasonable wear
and tear excepted).

     4.10 Real Property.

         (a)  Neither the Company nor any Subsidiary owns or has any interest of
any kind (whether ownership, leases or otherwise) in any real property, except
to the extent of its interests as lessee under the leases for the business
premises listed in Schedule 4.10(a) (collectively, the "Facilities"). True and
complete copies of the lease agreements in respect of the Facilities (including
all amendments thereto) have previously been provided by Seller to Buyer (the
"Leases"). Neither the Company nor any Subsidiary is a sublessor with respect to
any real property.

         (b)  The Company and each Subsidiary (and, to Seller's knowledge, each
landlord thereunder) is presently in material compliance with its obligations
under the Leases, and the Facilities are in good condition (reasonable wear and
tear excepted), and are adequate for the operation of the Business as presently
conducted. Except as set forth on Schedule 4.10(b), no consent of any landlord
under the Leases will be required in order for the subject Lease to remain in
effect in accordance with its current terms, after giving effect to the sale and
transfer of the Membership Interests pursuant to this Agreement.

         (c)  To Seller's knowledge, the Company's and each Subsidiary's use of
the Facilities in the normal conduct of the Business does not violate any
applicable building, zoning or other Law affecting such real properties and, to
Seller's knowledge, there are no covenants, easements,


                                       14
<PAGE>

rights of way or other such conditions of record which impair the Company or any
Subsidiary's use of the Facilities in the ordinary course of the Business.

         (d)  During the three-year period prior to the date hereof, neither the
Company nor any Subsidiary has experienced any material interruption in the
delivery of adequate quantities of any utilities or other public services
required by the Company or any Subsidiary in the normal operation of the
Business.

     4.11 Accounts Receivable.

         (a)  To the extent not already collected, all accounts receivable shown
on the Financial Statements and/or the Interim Financial Statements, and all
accounts receivable thereafter created or acquired by the Company or any
Subsidiary (the "Accounts"), have arisen in the ordinary course of the Business,
and, to the extent not already collected, and except as set forth on Schedule
4.11(a), represent amounts owed to the Company or any Subsidiary by account
debtors in respect of goods, products or services provided to such account
debtors by the Company or any Subsidiary, subject to customary adjustments which
may be effected with customers in the ordinary course of business (which
adjustments are not and will not be, in the aggregate, material to the financial
condition and business of the Company or any Subsidiary), and subject to a
reserve for doubtful accounts in the amount set forth in the Financial
Statements and/or the Interim Financial Statements (the "Reserve").

         (b)  Seller does not have any knowledge of any asserted counterclaims
or set-offs in respect of any of such Accounts, or of any state of facts, events
or occurrences which would impair the collection of such Accounts in the
ordinary course of business, subject to (i) the Reserve, and (ii) customary
adjustments which may be effected with customers in the ordinary course of
business and which are not material.

     4.12 Insurance Policies. Schedule 4.12 contains a true and correct schedule
of all insurance coverages held by the Company and each Subsidiary concerning
its business and properties, including the names of insurers, policy limits and
deductibles. None of Seller, the Company or any Subsidiary has received written
notice of cancellation or intent not to renew any of such policies in the
preceding two years. To Seller's knowledge, there has not occurred, and there
does not exist, any condition (other than general industry-wide conditions) such
as would cause any of the Company's or any Subsidiary's insurers to cancel any
of the Company's or any Subsidiary's insurance coverages or would be reasonably
likely to materially increase the premiums charged to the Company or any
Subsidiary for coverages consistent with the scope and amounts of their existing
coverages.

     4.13 Permits, Licenses and Bonds. The Company and each Subsidiary possesses
all material permits, licenses, franchises and bonds, from or to whatever
Governmental Authority requiring the same and having jurisdiction over the
Company and each Subsidiary, necessary in order to operate its Business in the
manner presently conducted. All of such permits, licenses, franchises and bonds
are listed in Schedule 4.13, and true and correct copies thereof have been
delivered by Seller to Buyer. The Company and each Subsidiary has complied with
the requirements of such permits, licenses, franchises and bonds in all material
respects (or has timely and validly cured any deficiencies in compliance), and
has received no written notice of


                                       15
<PAGE>

any pending or threatened proceedings for the suspension, termination,
revocation or limitation thereof. All of the Company's or any Subsidiary's
material permits, licenses, franchises and bonds are valid, current and in full
force and effect, and except as set forth Schedule 4.13, the execution by Seller
of this Agreement and the consummation by Seller of the transactions
contemplated by this Agreement (a) will not, under any such permits, licenses or
franchises, require any consent or approval of any Governmental Authority and
(b) will not result in a violation of, conflict with or constitute a default (or
give rise to any right of termination) under any such permits, licenses or
franchises.

     4.14 Contracts and Commitments.

         (a)  Schedule 4.14(a) lists all real property leases, personal property
leases, loan agreements, indentures, security agreements, guarantees, employment
agreements, consulting agreements, non-compete or other business limitation
agreements, joint venture agreements, business acquisition agreements,
securities investment agreements, and all other contracts and agreements
(whether written or oral) to which the Company or any Subsidiary is a party and
which are material to the Business, the Company or any Subsidiary (collectively,
"Material Contracts").

         (b)  Except as set forth in Schedule 4.14(b): (i) all Material
Contracts are valid and binding on the Company or its Subsidiaries and, to the
knowledge of Seller, the other parties thereto, and are in full force and
effect; (ii) neither the Company nor any Subsidiary, and to Seller's knowledge,
no other party, is in material breach or default or is now subject to any
condition or event which has occurred and which, after notice or lapse of time
or both, would constitute a material default under any Material Contract; and
(iii) none of the Material Contracts will be voided, revoked or terminated, or
voidable, revocable or terminable, upon and by reason of the consummation of the
transactions contemplated by this Agreement.

         (c)  There is no outstanding power of attorney granted by the Company
or any Subsidiary to any Person.

         (d)  Seller has made available to Buyer true and complete copies of all
Material Contracts.

     4.15 Customers and Suppliers. Except as set forth in Schedule 4.15, none of
the Company, any Subsidiary or Seller has received written notice of any
existing, announced or anticipated changes in the policies of any customer,
supplier or referral source which would reasonably be expected to have a
Material Adverse Effect.

     4.16 Labor, Benefit and Employment Agreements.

         (a)  Schedule 4.16(a) contains an accurate and complete list of each
Employee Plan and each Employee Agreement. None of the Company, any Subsidiary
or any other current or former Person under common control with the Company or
any Subsidiary within the meaning of Section 414(b), (c), (m) or (o) of the Code
and the regulations issued thereunder (each an "ERISA Affiliate") has any plan
or commitment to establish, adopt or enter into any new Employee Plan or
Employee Agreement, to modify any Employee Plan or Employee Agreement


                                       16
<PAGE>

(except to the extent required by Law or to conform any such Employee Plan or
Employee Agreement to the requirements of any applicable Law).

         (b)  The Company, each Subsidiary and Seller has provided to Buyer
correct and complete copies of: all material documents embodying or relating to
each Employee Plan and each Employee Agreement including the most recent annual
actuarial valuations, if any, prepared for each Employee Plan; the three most
recent annual reports (Form Series 5500 and all schedules and financial
statements attached thereto), if any, required under ERISA or the Code in
connection with each Employee Plan; if the Company Employee Plan is funded, the
most recent annual and periodic accounting of Employee Plan assets; all IRS
determination, opinion, notification and advisory letters issued with respect to
an Employee Plan; all correspondence to or from any governmental agency relating
to any Employee Plan (other than routine correspondence that is not expected to
result in liability to the Company or any Subsidiary).

         (c)  The Company and its ERISA Affiliates have performed in all
material respects all obligations required to be performed by them under each
Employee Plan, and each Employee Plan has been established and maintained in all
material respects in accordance with its terms and in material compliance with
all applicable Laws, including but not limited to ERISA or the Code. Any Company
Employee Plan intended to be qualified under Section 401(a) of the Code and each
trust intended to qualify under Section 501(a) of the Code has, since January 1,
2000, obtained a favorable determination, notification, advisory or opinion
letter, as applicable, as to its qualified status from the IRS. For each Company
Employee Plan that is intended to be qualified under Section 401(a) of the Code,
there has been no event, condition or circumstance that has adversely affected
or, to Seller's knowledge, is likely to adversely affect such qualified status.
To Seller's knowledge no "prohibited transaction," within the meaning of Section
4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt
under Section 408 of ERISA, has occurred with respect to any Employee Plan.
There are no actions, suits or claims pending or, to Seller's knowledge,
threatened or reasonably anticipated (other than routine claims for benefits)
against any Employee Plan or against the assets of any Employee Plan. Except as
set forth in Schedule 4.16(c), each Employee Plan can be amended, terminated or
otherwise discontinued after the Closing Date in accordance with its terms,
without liability to Buyer, Company or any of its ERISA Affiliates (other than
ordinary administration expenses). There are no audits, inquiries or proceedings
pending or, to Seller's knowledge, threatened by the IRS or Department of Labor
("DOL"), or any other Governmental Authority with respect to any Employee Plan.
Neither the Company nor any ERISA Affiliate is subject to any penalty or tax
with respect to any Employee Plan. The Company and each ERISA Affiliate have
timely made all contributions and other payments required by and due under the
terms of each Company Employee Plan or there is time remaining in which to make
such contributions on a timely basis. Except as disclosed in Schedule 4.16(c),
the Company does not have any Liabilities with respect to any Employee Plan, or,
to Seller's knowledge, have any potential or contingent liability in respect of
any actions or transaction relating to any Employee Plan, other than to make
contributions thereto if, as and when due (prior to imposition of any interest
or penalties) for periods subsequent to the date hereof.

         (d)  Except as set forth in Schedule 4.16(d), the Company (i) is not a
party to (A) any collective bargaining agreement or other written agreement
covering unionized employees, (B)


                                       17
<PAGE>


any written agreement with respect to the employment or compensation of any
non-hourly and/or non-union employee(s) which is not terminable without penalty
by the Company on not more than thirty-one days' prior written notice, and (ii)
does not have or maintain any employee manuals or handbooks or written
employment policies or procedures. No union is now certified or has claimed in
writing the right to be certified as a collective bargaining agent to represent
any employees of the Company, and there are no organizational activities or
labor disputes existing or, to Seller's knowledge, threatened, involving
organizational activities, picketing, strikes, slowdowns, work stoppages, job
actions or lockouts of any employees of the Company or any Subsidiary. Neither
the Company nor Seller has received notice of any unfair labor practice charges
or petitions for election filed, pending or being litigated before the National
Labor Relations Board or any State labor relations board, in each case, with
respect to the Company or any Subsidiary. Neither the Company nor any Subsidiary
has received notice of any actual or alleged violation of any Law or contract
term affecting the collective bargaining rights of employees, equal opportunity
in employment, or employee health, safety, welfare, or wages and hours.

         (e)  The Company and each Subsidiary: (i) is in compliance in all
material respects with all applicable Laws respecting employment, employment
practices, terms and conditions of employment and wages and hours, in each case,
with respect to employees of the Company and its Subsidiaries (the "Employees");
(ii) has withheld and reported all amounts required by Law or by agreement to be
withheld and reported with respect to wages, salaries and other payments to
Employees; (iii) is not liable for any arrears of wages or any taxes or any
penalty for failure to comply with any of the foregoing; and (iv) is not liable
for any payment to any trust or other fund governed by or maintained by or on
behalf of any Governmental Authority, with respect to unemployment compensation
benefits, social security or other benefits or obligations for Employees (other
than routine payments to be made in the normal course of business and consistent
with past practice). There are no pending or, to Seller's knowledge, threatened
or reasonably anticipated claims or actions against the Company or any
Subsidiaries under any workers' compensation policy or long term disability
policy. To Seller's knowledge, neither the Company nor any ERISA Affiliate has
direct or indirect liability with respect to any misclassification of any Person
as an independent contractor rather than as an employee, or with respect to any
employee leased from another employer.

         (f) Except as set forth in Schedule 4.16(f), neither the Company nor
any ERISA Affiliate has ever maintained, established, sponsored, participated
in, or contributed to, any (i) Employee Plan which is subject to Title IV of
ERISA or Section 412 of the Code, (ii) any "multiemployer plan" (as defined in
Section 3(37) of ERISA, (iii) any "multiple employer plan" (as defined in ERISA
or the Code); (iv) a "funded welfare plan" within the meaning of Section 19 of
the Code; (v) any Employee Plan for the benefit of service providers residing
outside of the U.S.A.; or (vi) any Employee Plan in which stock of the Company
or any affiliate is or was held as a plan asset. No Employee Plan provides
health benefits that are not fully insured through an insurance contract.

         (g)  No Company Employee Plan or Employee Agreement provides, or
reflects or represents any liability to provide post termination or retiree
welfare benefits to any Person for any reason, except as may be required by
COBRA or other applicable statute, and neither the


                                       18
<PAGE>


Company nor any ERISA Affiliate has ever represented, promised or contracted
(whether in oral or written form) to any Employee (either individually or to
Employees as a group) or any other Person that such Employee(s) or other Person
would be provided with post termination or retiree welfare benefits, except to
the extent required by statute.

         (h)  Schedule 4.16(h) lists each "nonqualified deferred compensation
plan" (as such term is defined in Section 409A(d)(1) of the Code and the
proposed regulations thereunder) sponsored or maintained by the Company and each
ERISA Affiliate that is not otherwise exempt from the application of Section
409A. Each such nonqualified deferred compensation plan has been operated since
January 1, 2005 in good faith compliance with Section 409A of the Code and the
proposed regulations thereunder. No payment of the amounts due under the UARP
pursuant to Section 3.3 will result in any excise Taxes on the Company, any
withholding obligations by the Company with respect to such payment or any
penalties being imposed against the Company. To Seller's knowledge, no
nonqualified deferred compensation plan has been "materially modified" (within
the meaning of IRS Notice 2005-1) at any time after October 3, 2004.

         (i)  Except as listed on Schedule 4.16(i), the execution of this
Agreement and the consummation of the transactions contemplated hereby will not
(either alone or upon the occurrence of any additional or subsequent events)
constitute an event under any Employee Plan, Employee Agreement, trust or loan
that will or may result in any payment (whether of severance pay or otherwise),
acceleration, forgiveness of indebtedness, vesting, distribution, increase in
benefits or obligation to fund benefits with respect to any Employee. There is
no contract, agreement, plan or arrangement to which the Company or any ERISA
Affiliate is a party or by which it is bound that would obligate the Company or
any ERISA Affiliate to make any payment that would not be deductible under
Section 280G of the Code.

     4.17 No Breach of Statute, Decree or Other Instrument. Neither the
execution and delivery of this Agreement by Seller, nor the performance of or
compliance with the terms and provisions of this Agreement on the part of the
Company, any Subsidiary and/or Seller will (a) violate or conflict with any term
of the Certificate of Formation or Limited Liability Company Agreement of the
Company or the certificate of incorporation or other organizational document of
any Subsidiary, or (b) materially conflict with or result in a material breach
of any of the terms, conditions or provisions of any material judgment, order,
injunction, decree, note, indenture loan agreement or other material instrument
or agreement to which the Company, any Subsidiary or Seller is a party or by
which the Company, any Subsidiary or Seller is bound, or constitute a material
default thereunder. Except as disclosed in Schedule 4.17, no consent,
authorization or approval of or filing with any Governmental Authority, or any
third party, will be required on the part of the Company, any Subsidiary or
Seller in connection with the consummation of the transactions contemplated by
this Agreement.

     4.18 Compliance with Laws.

         (a)  The Company and each Subsidiary is, and has been for the past
three years, in compliance, in all material respects, with all Laws and
Governmental Orders (including the Fair Debt Collection Practices Act of 1977,
Fair Credit Reporting Act, the Federal Truth-in-Lending Act, the Fair Credit
Billing Act, the Gramm-Leach-Bliley Act and the Health Insurance


                                       19
<PAGE>

Portability and Accountability Act of 1996), and all requirements of insurance
carriers, applicable to its business, affairs, properties or assets.

         (b)  None of the Company, any Subsidiary or Seller has received written
notice of material default or violation, nor is the Company or any Subsidiary in
default or violation, in any material respect, with respect to any Laws or
Governmental Orders relating to the Company's or any Subsidiary's business,
affairs, properties or assets. None of the Company, any Subsidiary or Seller has
received notice of or been charged with, and is not, to Seller's knowledge,
under investigation with respect to any material violation of any provision of
any Law or Governmental Order relating to the Company's or any Subsidiary
business, affairs, properties or assets.

         (c)  The foregoing representations and warranties set forth in this
Section 4.18 shall not apply to (i) environmental matters, which are exclusively
provided for in Section 4.23 hereof (ii) matters related to Taxes, which are
exclusively provided for in Section 4.8 hereof, or (iii) matters related to
Employee Plans, which are exclusively provided for in Section 4.16 hereof.

     4.19 Litigation. Except as disclosed in Schedule 4.19, there is no Action
pending, or to the knowledge of Seller, threatened, by or against the Company,
any Subsidiary or any of their business, assets or properties.

     4.20 Patents, Licenses and other Intellectual Property.

         (a)  Except as set forth in Schedule 4.20, there are no (i) patents,
patent applications, copyright registrations and applications, registered trade
names, and trademark registrations and applications, both domestic and foreign,
which are presently owned, filed or held by the Company and/or any of its
Subsidiaries, managers, directors, officers or employees and which in any way
relate to or are used in the Business; or (ii) franchises, licenses and/or
similar arrangements concerning intellectual property granted to the Company or
any Subsidiary by others and/or to others by the Company or any Subsidiary
excluding any licenses for Desktop Software (collectively, the "Intellectual
Property"). "Desktop Software" means any third party computer software valued at
less than $25,000 per license or third party software that is licensed for use
on desktop or laptop computers or related servers other than by a written
agreement executed by the licensee, including software licensed by shrink wrap
or click wrap licenses, the Microsoft Windows class of operating system
software, and Microsoft Office or similar office productivity software.

         (b)  None of the Intellectual Property listed in Schedule 4.20 is
subject to any pending challenge known to Seller or any of the Holders. To
Seller's knowledge, the Company and each Subsidiary has the valid right to
utilize all Intellectual Property utilized in the Business, and none of the
Company, any Subsidiary or Seller has received notice of any claimed
infringement of any such Intellectual Property with the rights or property of
any other Person.

         (c)  Either the Company or a Subsidiary is the exclusive owner of the
entire and unencumbered right, title and interest in and to, or has valid right
to use, the patents, trademarks, copyrights, software and other intellectual
property used in the ordinary course of the Business as currently conducted,
including the Intellectual Property.


                                       20
<PAGE>

         (d) The Intellectual Property includes all of the material intellectual
property used in the ordinary day-to-day conduct of the Business. The
Intellectual Property is valid, enforceable and subsisting, and has not been
adjudged invalid or unenforceable in whole or part.

     4.21 Transactions with Affiliates. Except as set forth on Schedule 4.21,

         (a)  No material asset employed in the Business (including any
historical performance, records, models, strategies and/or results in the
Company's database) is owned by, leased or licensed from or leased or licensed
to Seller, any of Seller's Affiliates (other than the Company or any
Subsidiary), or any officer, director or employee of the Company or any
Affiliate of the Company or any Subsidiary.

         (b)  No employee, officer or director of Seller, the Company, any
Subsidiary or any Affiliate and no relative or spouse (or relative of such
spouse) who resides with, or is a dependent of, any such officer or director has
any direct or indirect financial interest in any competitor, supplier or
customer of the Company, any Subsidiary or the Business; provided, however, that
the ownership of securities representing no more than five percent of the
outstanding voting power of any competitor, supplier or customer and that are
also listed on any national securities exchange, shall not be deemed to be a
"financial interest" so long as the Person owning such securities has no other
connection or relationship with such competitor, supplier or customer.

         (c)  No employee, officer or director of Seller, the Company, any
Subsidiary or any Affiliate and no relative or spouse (or relative of such
spouse) who resides with, or is a dependent of, any such employee, officer or
director has outstanding any Indebtedness to the Company or any Subsidiary.

     4.22 Bank Accounts. Schedule 4.22 sets forth a list of all bank accounts
and safe deposit boxes maintained by or on behalf of the Company or any
Subsidiary, with indication of all persons having signatory, access or other
authority with respect thereto.

     4.23 Environmental Matters.

         (a)  As used in this Section 4.23: (i) the term "Environmental Laws"
means all Laws relating to the treatment, storage, disposal or release of air
pollutants, water pollutants or processed waste water or otherwise relating to
human health, the environment or hazardous substances, including but not limited
to the Federal Solid Waste Disposal Act; the Federal Clean Air Act (including
the Clean Air Act Amendments of 1990); the Federal Water Pollution Control Act;
the Hazardous Materials Transportation Act; the Federal Toxic Substances Control
Act; the Federal Resource Conservation and Recovery Act of 1976; the National
Environmental Policy Act; the Federal Comprehensive Environmental Response,
Compensation and Liability Act of 1980 ("CERCLA") and similar state Laws, all
amendments to any of the foregoing statutes, and all regulations promulgated by
any federal or state agencies, including the Environmental Protection Agency,
regulations of the Nuclear Regulatory Agency, and regulations of any state
department of natural resources or state environmental protection agency now or
at any time hereinafter in effect; (ii) the terms "hazardous substances,"
"release," "respond," "response," and all variations and derivatives thereof
shall mean and include all radioactive materials, asbestos


                                       21
<PAGE>

and asbestos-containing materials, PCB's, petroleum products and by-products,
all solid, semi-solid, liquid or gaseous substances which are toxic, ignitable,
corrosive, carcinogenic or otherwise dangerous to human, plant or animal health,
and all substances defined or listed as "hazardous substances," "toxic
substances," "hazardous waste," "toxic pollutants" in, or otherwise regulated
under any Environmental Law, including the meanings ascribed to them in CERCLA.

         (b)  The Company and each Subsidiary is in material compliance with all
Environmental Laws applicable to the Business. None of the Company, any
Subsidiary or Seller has received written notice of any pending or threatened
Action which in any instance (i) asserts or alleges any violation of applicable
Environmental Laws on the part of the Company, (ii) asserts or alleges that the
Company or any Subsidiary is required to clean up, remove or otherwise take
remedial or other response action due to the disposal, depositing, discharge,
leaking or other release of any hazardous substances or materials, or (iii)
asserts or alleges that the Company or any Subsidiary is required to pay all or
any portion of the costs of any past, present or future cleanup, removal or
remedial or other response action which arises out of or is related to the
disposal, depositing, discharge, leaking or other release of any hazardous
substances or materials by the Company or any Subsidiary. Neither the Company
nor any Subsidiary is subject to any judgment, decree, order or citation related
to or arising out of any Environmental Laws. To Seller's knowledge, neither the
Company nor any Subsidiary has been named or listed as a potentially responsible
party by any governmental body or agency in any matter arising under any
Environmental Laws. Neither the Company nor any Subsidiary is a participant in,
nor does Seller have knowledge of, any governmental investigation involving the
Company's or any Subsidiary's use of any of the Facilities.

         (c)  Neither the Company nor any Subsidiary has caused or permitted any
hazardous substances or other materials to be stored, deposited, treated,
recycled or disposed of on, under or at any of the Facilities which materials,
if known to be present, would reasonably be expected to require or authorize
cleanup, removal or other remedial action under any applicable Environmental
Laws.

         (d)  The Company and each Subsidiary has in full force and effect all
material permits, licenses and approvals required to be maintained under any
Environmental Laws applicable to the Company or any Subsidiary or the Company's
or any Subsidiary's use of the Facilities.

     4.24 Sensitive Payments. Neither the Company nor any Subsidiary has (a)
made any contributions, payments or gifts to or for the private use of any
governmental official, employee or agent where either the payment or the purpose
of such contribution, payment or gift is illegal under the Laws of the United
States or the jurisdiction in which made, (b) established or maintained any
unrecorded fund or asset for any purpose or made any false or artificial entries
on its books, (c) given or received any payments or other forms of remuneration
in connection with the referral of patients which would violate the
Medicare/Medicaid Anti-Kickback Law, Section 1128(b) of the Social Security Act,
42 U.S.C. ss. 1320a-7b(b) or any analogous state statute, or (d) made any
payments to any Person with the intention that any part of such payment was to
be used for any purpose other than that described in the documents supporting
the payment.


                                       22
<PAGE>


     4.25 Investment Matters.

         (a)  At the execution and delivery of this Agreement and at Closing
Seller is and will be an Accredited Investor.

         (b)  Seller has received and carefully reviewed the Buyer SEC Reports,
and understands that such material does not contain the type of disclosure that
would be found typically in a private placement memorandum. Seller has had the
opportunity to make inquiries of the management of Buyer and to obtain such
additional information as each Seller has deemed necessary to make an informed
investment decision regarding the Buyer Common Stock and the Consideration paid
therefor.

         (c)  Seller acknowledges and agrees that no representations or
warranties have been made to it by Buyer or any director, officer, employee or
affiliate of Buyer other than as expressly contained in this Agreement. In
entering this transaction Seller is not relying upon any information, other than
that which is expressly set forth in this Agreement and that which Seller has
obtained as a result of Seller's due diligence, including review of all
materials delivered to Seller pursuant to the terms of this Agreement, and
Seller's own independent analysis of the risks of investment represented by the
Buyer Common Stock.

         (d)  SELLER ACKNOWLEDGES THAT THE SHARES OF BUYER COMMON STOCK HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OR ANY STATE SECURITIES LAWS; THE BUYER
COMMON STOCK MAY NOT BE SOLD OR OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR
OTHERWISE TRANSFERRED, EXCEPT IN STRICT ACCORDANCE WITH THE TERMS OF THIS
AGREEMENT AND PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (ii) AN EFFECTIVE
EXEMPTION FROM ANY SUCH REGISTRATION REQUIREMENTS. Seller understands no federal
or state agency has made any finding or determination as to any aspect of the
investment in the Buyer Common Stock.

         (e)  Seller is fully capable of bearing the economic risk of each
Seller's investment in the Buyer Common Stock, including a total loss thereof.
The economic risk of Seller's investment shall be borne solely by Seller for an
indefinite period of time and there is not now, and there may never be, an
active public market for the Buyer Common Stock.

         (f)  Seller has sought and received such accounting, legal and tax
advice as it has considered necessary to make an informed investment decision
with respect to the execution of this Agreement and the acquisition of the Buyer
Common Stock.

         (g)  Except for the distributions of Buyer Common Stock to the Persons
and in the manner specified in Schedule 4.25(g), Seller will be acquiring and
accepting the shares of Buyer Common Stock for its own account for investment
and with no present intention of distributing such shares, but without prejudice
to its right at all times to sell or otherwise dispose of all or any part of the
Buyer Common Stock under an appropriate registration statement filed under the
Securities Act, or in a transaction exempt from the registration requirements of
the Securities Act and exempt from any applicable state securities Laws


                                       23
<PAGE>

         4.26 Employees.

         (a)  Schedule 4.26(a) lists the name, place of employment, the current
annual salary rates, bonuses, deferred or contingent compensation, pension,
accrued vacation, "golden parachute" and other like benefits paid or payable (in
cash or otherwise) in 2005 and 2006, the date of employment, and position of
each current salaried Employee, officer, director or consultant of the Company
or any Subsidiary whose annual compensation exceeded (or, in 2007, is expected
to exceed) $75,000.

         (b)  Schedule 4.26(b) sets forth all directors, officers, management
Employees and technical and professional employees of the Company or any
Subsidiary who are under written obligation to the Company to maintain in
confidence all confidential or proprietary information acquired by them in the
course of their employment.

     4.27 Duty of Inquiry. Buyer is not and will not be required to undertake
any independent investigation to determine the truth, accuracy and completeness
of the representations and warranties made by Seller and the Holders in this
Agreement.

     5. REPRESENTATIONS AND WARRANTIES OF HOLDERS.

     Each Holder, severally (and not jointly), represents and warrants to Buyer
that, except as otherwise disclosed in the Disclosure Schedule:

     5.1 Ownership of the Membership Interests in Seller. Each Holder owns,
beneficially and of record, the issued and outstanding membership or other
equity interests in Seller (including any options, warrants or other securities
or rights which are convertible into or exercisable for membership or other
equity interests in Seller) in the amounts specified in Schedule 5.1.

     5.2 Valid and Binding Agreement. Such Holder has all requisite full legal
right, power and authority to execute and deliver this Agreement and to
consummate the transactions contemplated hereby. This Agreement has been duly
executed and delivered by such Holder, and (assuming due authorization,
execution and delivery by Buyer) this Agreement constitutes the legal, valid and
binding obligation of such Holder enforceable against such Holder in accordance
with its terms.

     5.3 No Breach of Statute, Decree or Other Instrument. Neither the execution
and delivery of this Agreement by such Holder will (a) violate the
organizational documents of such Holder (if any) or (b) conflict with or result
in a breach of any of the terms, conditions or provisions of any judgment,
order, injunction, decree, note, indenture loan agreement or other instrument or
agreement to which such Holder is a party or by which such Holder is bound.

     5.4 Litigation. Except as disclosed in Schedule 5.4, there is no Action
pending, or to the knowledge of such Holder, threatened by or against such
Holder with respect to the Company, any Subsidiary or any of the Company's or
its Subsidiaries' business, assets or properties.

                                       24
<PAGE>


     5.5 Investment Matters.

         (a)  At the execution and delivery of this Agreement and at Closing
such Holder is and will be an Accredited Investor.

         (b)  Such Holder will be acquiring and accepting the shares of Buyer
Common Stock for its own account for investment and with no present intention of
distributing such shares, but without prejudice to its right at all times to
sell or otherwise dispose of all or any part of the Buyer Common Stock under an
appropriate registration statement filed under the Securities Act, or in a
transaction exempt from the registration requirements of the Securities Act and
exempt from any applicable state securities Laws.

         (c)  Such Holder has received and carefully reviewed the Buyer SEC
Reports, and understands that such material does not contain the type of
disclosure that would be found typically in a private placement memorandum. Such
Holder has had the opportunity to make inquiries of the management of Buyer and
to obtain such additional information as such Holder has deemed necessary to
make an informed investment decision regarding the Buyer Common Stock and the
Consideration paid therefor.

         (d)  Such Holder acknowledges and agrees that no representations or
warranties have been made to it by Buyer or any director, officer, employee or
affiliate of Buyer other than as expressly contained in this Agreement. In
entering this transaction such Holder is not relying upon any information, other
than that which is expressly set forth in this Agreement and that which such
Holder has obtained as a result of Seller's due diligence, including review of
all materials delivered to Seller pursuant to the terms of this Agreement, and
such Holder's own independent analysis of the risks of investment represented by
the Buyer Common Stock.

         (e)  SUCH HOLDER ACKNOWLEDGES THAT THE SHARES OF BUYER COMMON STOCK
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR ANY STATE SECURITIES LAWS;
THE BUYER COMMON STOCK MAY NOT BE SOLD OR OFFERED FOR SALE, PLEDGED,
HYPOTHECATED OR OTHERWISE TRANSFERRED, EXCEPT IN STRICT ACCORDANCE WITH THE
TERMS OF THIS AGREEMENT AND PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (ii) AN
EFFECTIVE EXEMPTION FROM ANY SUCH REGISTRATION REQUIREMENTS. Such Holder
understands no federal or state agency has made any finding or determination as
to any aspect of the investment in the Buyer Common Stock.

         (f)  Such Holder is fully capable of bearing the economic risk of such
Holder's and Seller's investment in the Buyer Common Stock, including a total
loss thereof. The economic risk of such Holder's and Seller's investment shall
be borne solely by such Holder and Seller for an indefinite period of time and
there is not now, and there may never be, an active public market for the Buyer
Common Stock.

         (g)  Such Holder has sought and received such accounting, legal and tax
advice as it has considered necessary to make an informed investment decision
with respect to the execution of this Agreement and the acquisition of the Buyer
Common Stock.


                                       25
<PAGE>


     6. REPRESENTATIONS AND WARRANTIES OF BUYER.

     Buyer hereby represents and warrants to Seller and the Holders as follows:

     6.1 Organization, Good Standing and Qualification. Buyer is a corporation
duly organized, validly existing and in good standing under the laws of the
State of Delaware, and has all necessary corporate power and authority to
execute and deliver this Agreement and the Registration Rights Agreement, to
perform its obligations hereunder and thereunder, and to consummate the
transactions contemplated hereby.

     6.2 Authorization of Agreement. The execution, delivery and performance of
this Agreement and the consummation of the transactions contemplated hereby by
Buyer have been duly and validly authorized by the Board of Directors of Buyer;
and Buyer has the full legal right, power and authority to execute and deliver
this Agreement and the Registration Rights Agreement, to perform its obligations
hereunder and thereunder, and to consummate the transactions contemplated
hereby. No further corporate authorization is necessary on the part of Buyer to
consummate the transactions contemplated hereby other than the approval of the
issuance of the Buyer Common Stock in accordance with Sections 712 and/or 713 of
the American Stock Exchange Company Guide, if required.

     6.3 Valid and Binding Agreement. This Agreement (and, when executed and
delivered, the Registration Rights Agreement) constitutes (and will constitute)
the legal, valid and binding obligation of Buyer, enforceable against Buyer in
accordance with its terms.

     6.4 No Breach of Statute, Decree or Other Instrument. Neither the execution
and delivery of this Agreement by Buyer, nor compliance with the terms and
provisions of this Agreement on the part of Buyer, will: (a) violate the
Certificate of Incorporation or By-laws of Buyer, or any statute or regulation
of any Governmental Authority which affects and is material to the business of
Buyer; (b) require the issuance to Buyer of any authorization, license, consent
or approval of any federal or state Governmental Authority; or (c) materially
conflict with or result in a material breach of any of the terms, conditions or
provisions of any material judgment, order, injunction, decree, note, indenture,
loan agreement or other material agreement or instrument to which Buyer is a
party, or by which Buyer is bound, or constitute a material default thereunder.
Other than filings required by the SEC, no consent, authorization or approval of
or filing with any Governmental Authority, or any third party, will be required
on the part of Buyer in connection with the consummation of the transactions
contemplated hereby.

     6.5 SEC Reports; Financials.

         (a)  Since February 24, 2003, Buyer has filed all reports required to
be filed by it with the U.S. Securities and Exchange Commission pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act") (such reports,
together with all registration statements, prospectuses and proxy statements
filed by Buyer, are collectively referred to as the "Buyer SEC Reports"). As of
their respective dates, all such Buyer SEC Reports complied in all material
respects with the applicable requirements of the Exchange Act. Seller and the
Holders are entitled to rely upon the Buyer SEC Reports as a material inducement
for it to enter into this Agreement and to acquire the Buyer Common Stock. The
Buyer SEC Reports do not contain a


                                       26
<PAGE>


misstatement of a material fact, or omit to state any material fact the absence
of which, under the circumstances, is materially misleading. There exists no
condition, circumstance or event, which, at present or after notice or lapse of
time or both, might require Buyer to file a Form 8-K with respect thereto. To
the knowledge of Buyer, and its officers, managers and directors, there is no
reason to expect that any of the Buyer SEC Reports will disclose any one or more
facts or circumstances which could have a Buyer Material Adverse Effect. Neither
Buyer nor any Affiliate of Buyer nor any officer or director of Buyer of any
such Affiliate is under investigation or has been adversely characterized by the
SEC or any state securities and banking commission.

         (b)  Set forth in Buyer's final prospectus dated November 3, 2006 and
Buyer's 10-KSB for the fiscal year ended December 31, 2006 are true, correct and
complete copies of (i) the audited consolidated balance sheets of Buyer as of
December 31, 2005 and 2006, and the related audited consolidated statements of
income and members' equity, and cash flows of Buyer for the fiscal years then
ended (the "Buyer Financial Statements").

         (c)  The Buyer Financial Statements: (i) were derived from the books
and records of Buyer, which accurately and consistently reflect all transactions
to which Buyer was and is a party; (ii) were prepared in accordance with GAAP,
subject to audit adjustments which would not (individually or in the aggregate)
have a Buyer Material Adverse Effect, and to the absence of certain footnote
disclosures which would otherwise be required by GAAP; (iii) fairly present in
all material respects Buyer's consolidated financial condition as at the dates
thereof, and the results of its operations for the fiscal years then ended; (iv)
contain and reflect all necessary material adjustments and accruals for a fair
presentation of Buyer's consolidated financial condition and the results of its
operations as of the dates of and for the fiscal years covered by such Buyer
Financial Statements; and (v) make full and adequate provision, subject to and
in accordance with GAAP, for the various assets and liabilities of Buyer, fixed
or contingent, and the results of its operations and transactions in its
accounts, as of the dates and for the periods referred to therein.

     6.6 Purchase of Membership Interests for Investment. Buyer will be
acquiring ownership of the Membership Interests for its own account, for
investment purposes only, and not with a view to the resale or distribution
thereof in violation of any applicable securities Laws.

     6.7 Status of Buyer Common Stock. All shares of Buyer Common Stock shall,
upon issuance in accordance with the terms of this Agreement, be duly
authorized, validly issued, fully paid and nonassessable and, except as limited
by applicable Law (including the Securities Act) and except as otherwise
provided in this Agreement, freely transferable.

     6.8 No Material Changes.

         (a)  Since December 31, 2006, except as set forth in the Buyer 2007 SEC
Reports, there has not been:

              (i)    Any material adverse change in the financial condition,
     operations or business of Buyer from that shown on the Buyer Financial
     Statements (including any announced changes in Buyer's relations with any
     significant suppliers, clients, customers, referral sources or others
     having significant relationships with Buyer), or any material


                                       27
<PAGE>

     transaction or commitment effected or entered into by Buyer outside of the
     ordinary course of business;

              (ii)   Any effect, change or circumstance which has had, or could
     reasonably be expected to have, a Buyer Material Adverse Effect; or

              (iii)  Any incurrence of any material Liability outside of the
     ordinary course of business.

     6.9 Litigation. Except as set forth in the Buyer 2007 SEC Reports, there is
no Action pending, or to the knowledge of Buyer threatened, by or against Buyer
or any of its assets or properties which, if adversely determined, would have a
Buyer Material Adverse Effect.

     6.10 Compliance with Laws.

         (a)  Except as set forth in the Buyer 2007 SEC Reports, Buyer is, and
has been for the past three years, in compliance, in all material respects, with
all Laws and Governmental Orders (including the Fair Debt Collection Practices
Act of 1977, Fair Credit Reporting Act, the Federal Truth-in-Lending Act, the
Fair Credit Billing Act, the Gramm-Leach-Bliley Act and the Health Insurance
Portability and Accountability Act of 1996), and all requirements of insurance
carriers, applicable to its business, affairs, properties or assets.

         (b)  Except as set forth in the Buyer 2007 SEC Reports, Buyer has not
received notice of material default or violation, nor is Buyer in default or
violation, in any material respect, with respect to any Laws or Governmental
Orders relating to Buyer's business, affairs, properties or assets. Buyer has
not received notice of or been charged with, and is not, to Buyer's knowledge,
under investigation with respect to any violation of any provision of any Law or
Governmental Order relating to Buyer's business, affairs, properties or assets,
which violation would reasonably be expected to have a Buyer Material Adverse
Effect.

     6.11 Solvency. Immediately after giving effect to the transactions
contemplated by this Agreement and the incurrence of any Indebtedness therewith,
the assets of Buyer will exceed its Liabilities. In connection with the
consummation of the transactions contemplated hereby and the incurrence of any
Indebtedness in connection therewith, Buyer does not intend that it would incur
debts that would be beyond its ability to pay as the debts mature. No transfer
of property is being made and no obligation is being incurred in connection with
the transactions contemplated by this Agreement with the intent to hinder, delay
or defraud either present or future creditors of the Business.

     6.12 Sensitive Payments. Buyer has not (a) made any contributions, payments
or gifts to or for the private use of any governmental official, employee or
agent where either the payment or the purpose of such contribution, payment or
gift is illegal under the Laws of the United States or the jurisdiction in which
made, (b) established or maintained any unrecorded fund or asset for any purpose
or made any false or artificial entries on its books, (c) given or received any
payments or other forms of remuneration in connection with the referral of
patients which would violate the Medicare/Medicaid Anti-Kickback Law, Section
1128(b) of the Social Security Act, 42 U.S.C. ss. 1320a-7b(b) or any analogous
state statute, or (d) made any payments


                                       28
<PAGE>

to any Person with the intention that any part of such payment was to be used
for any purpose other than that described in the documents supporting the
payment.

     6.13 Duty of Inquiry. None of Seller, the Holders or the Company is or will
be required to undertake any independent investigation to determine the truth,
accuracy and completeness of the representations and warranties made by Buyer in
this Agreement.

     7. BUYER'S OBLIGATIONS BEFORE THE CLOSING DATE.

     Buyer covenants and agree that, from the date hereof until the Closing
Date:

     7.1 Efforts to Obtain Funding.

         (a)  Buyer shall use its commercially reasonable efforts to obtain the
Financing. If at any time it becomes reasonably likely that Buyer will be unable
for any reason to consummate the Financing, Buyer will promptly notify the
Company and Seller.

         (b)  Without limiting the generality of the obligations set forth in
subsection (a) above, Buyer shall use its commercially reasonable efforts to
cause the conditions which are set forth in any financing commitment letters or
financing comfort letter to be fulfilled in accordance with their terms as soon
as commercially reasonably practicable. Buyer shall use its commercially
reasonable efforts to, and shall use its commercially reasonable efforts to
cause its representatives to, deliver all documents and instruments reasonably
necessary to satisfy the conditions to the Financing and assist with the
syndication or marketing of the Financing.

     (c) Buyer shall regularly, but in no event less frequently than weekly,
update the Company and Seller regarding the status and efforts to obtain the
Financing, including the identity of potential lending sources, the conditions
of such Financing and such other information as the Company and Seller
reasonably request.

     7.2 Notice of Funding Failure. Buyer shall promptly deliver written notice
to the Company and Seller if Buyer has been notified or if it reasonably
believes that any of its equity or debt financing sources will not fund the
transactions contemplated by this Agreement.

     7.3 Efforts to obtain Stockholder Vote. Buyer shall use reasonable efforts
to obtain stockholder approval in accordance with Sections 712 and/or 713 of the
American Stock Exchange Company Guide, if required.

     8. SELLER'S OBLIGATIONS BEFORE THE CLOSING DATE.

     Seller covenants and agrees that, from the date hereof until the Closing
Date:

     8.1 Access to Information. The Company and Seller shall permit Buyer and
its counsel, accountants and other representatives, upon reasonable advance
notice to the Company, during normal business hours and without undue disruption
of the business of the Company, to have reasonable access to all properties,
books, accounts, records, contracts, documents and information relating to the
Company and each Subsidiary. Buyer and its representatives shall


                                       29
<PAGE>

also be permitted to consult with the Company's and each Subsidiary's officers,
counsel and accountants concerning the business of the Company and each such
Subsidiary, and, with Seller's prior consent, conduct interviews with employees
of the Company and each such Subsidiary (subject to such procedures as may
reasonably be established by Seller).

     8.2 Conduct of Business in Ordinary Course. The Company and each Subsidiary
shall, and the Seller shall cause the Company and each Subsidiary to, carry on
its business activities in substantially the same manner as heretofore
conducted, and shall not make or institute any unusual or novel methods of
service, sale, purchase, lease, management, accounting or operation that will
vary materially from those methods used by the Company and each Subsidiary as of
the date hereof, without in each instance obtaining the prior written consent of
Buyer.

     8.3 Preservation of Business and Relationships. The Company and each
Subsidiary shall, and Seller shall cause the Company and each Subsidiary to,
without making or incurring any unusual commitments or expenditures, use its
reasonable best efforts to preserve its business organization intact and to
preserve its present relationships with referral sources, clients, customers,
suppliers and others having business relationships with it.

     8.4 Maintenance of Insurance. The Company and each Subsidiary shall, and
Seller shall cause the Company and each Subsidiary to, continue to carry its
existing insurance coverage, to the extent obtainable upon reasonable terms.

     8.5 Corporate Matters. The Company and each Subsidiary shall not, and
Seller shall cause the Company and each Subsidiary not to, without the prior
written consent of Buyer:

     (a) amend its Certificate of Formation, Limited Liability Company
Agreement, certificate of incorporation or other organizational documents;

     (b) issue or sell any limited liability company membership interests or any
other equity interests or profit participations in the Company or any
Subsidiary;

     (c) issue or create any warrants, obligations, subscriptions, options,
convertible securities or other commitments under which any additional limited
liability company membership interests, other equity interests or profit
participations might be directly or indirectly issued;

     (d) amend, cancel or modify in any material respect any Material Contract
or enter into or modify any material new agreement, commitment or transaction
other than in the ordinary course of business;

     (e) pay, grant or authorize any salary increases or bonuses except in the
ordinary course of business and consistent with past practice, or enter into any
employment agreement, consulting agreement, management agreement or Employee
Plan, other than in the ordinary course of business;


                                       30
<PAGE>

     (f) except pursuant to commitments in effect on the date hereof or as
otherwise set forth in Schedule 8.5(f) of the Disclosure Schedule, make any
capital expenditure(s) or commitment(s), whether by means of purchase, lease or
otherwise, or any operating lease commitment(s), in excess of $100,000 in the
aggregate;

     (g) except as set forth in Schedule 8.5(g), sell, assign or dispose of any
capital asset(s) with a net book value in excess of $25,000 as to any one item
or $100,000 in the aggregate as to all items;

     (h) materially change its method of collection of accounts or notes
receivable, accelerate or slow its payment of accounts payable, or prepay any of
its Liabilities, other than prepayments to take advantage of trade discounts not
otherwise inconsistent with or in excess of historical prepayment practices;

     (i) incur any Indebtedness, except in the ordinary course of business under
the Company's secured line of credit in existence on December 31, 2006;

     (j) transfer, dispose of or license any assets or properties, except in the
ordinary course of business consistent with past practices, or subject any of
its assets or properties to any Liens, other than Permitted Liens;

     (k) forgive any Indebtedness owed to it by Seller or any of its Affiliates
(except to the extent of any set-off against any Indebtedness owed by the
Company to Seller or any of its Affiliates);

     (l) pay any dividend or distribution except the distribution of Excess Cash
and the distribution related to Taxes as each are contemplated by Section 3.2;

     (m) merge with, enter into a consolidation with or acquire an equity
interest in any Person or acquire a substantial portion of the assets or
business of any Person or any division or line of business thereof, or otherwise
acquire any material assets other than in the ordinary course of business
consistent with past practice;

     (n) except as it relates to the consummation of the transactions
contemplated by this Agreement, enter into any agreement, arrangement or
transaction with any of the Company's, any Subsidiary's or Seller's directors,
officers, employees or members (or with any relative, beneficiary, spouse or
Affiliate of such Persons);

     (o) disclose any secret or confidential Intellectual Property (except by
way of issuance of a patent) or permit to lapse or become abandoned any
Intellectual Property (or any registration or grant thereof or any application
relating thereto) to which, or under which, the Company has any right, title,
interest or license;

     (p) fail to maintain the Company's and each Subsidiary's offices,
Facilities property and equipment in good repair and operating conditions,
ordinary wear and tear excepted;

     (q) except in the ordinary course of business, incur any material
Liability; or


                                       31
<PAGE>

     (r) agree to do, or take any action in furtherance of, any of the
foregoing.

     9. ADDITIONAL AGREEMENTS OF THE PARTIES.

     9.1 Confidentiality. Notwithstanding anything to the contrary contained in
this Agreement, and subject only to any disclosure requirements which may be
imposed upon any party under applicable state or federal securities or antitrust
Laws, it is expressly understood and agreed by Buyer, Seller and each Holder
that (a) this Agreement, the Disclosure Schedule and the conversations,
negotiations and transactions relating hereto and/or contemplated hereby, and
the terms and conditions hereof and thereof, and (b) all non-public financial
information, business records and other non-public information concerning
Seller, the Company or Buyer which any of Buyer, the Company, Seller and each
Holder or their respective representatives has received or may hereafter
receive, shall be maintained in the strictest confidence by Buyer, the Company,
Seller and each Holder and their respective representatives, and shall not be
disclosed to any Person that is not associated or affiliated with any of Buyer,
the Company, Seller and each Holder and involved in the transactions
contemplated hereby, without the prior written approval of Seller or Buyer, as
applicable. Neither party shall issue any press release or other public
announcement regarding the transactions contemplated hereby without the prior
approval of the other party (such approval not to be unreasonably withheld or
delayed) unless compelled to do so upon advice of counsel and there is
insufficient time to obtain approval hereunder. In the event that the
transactions contemplated hereby shall not be consummated for any reason, each
of Buyer, the Company, Seller and each Holder covenants and agrees that neither
they nor their respective representatives shall retain any documents, lists or
other writings which they may have received or obtained in connection herewith
or any documents incorporating any of the information contained in any of the
same (all of which, and all copies thereof in the possession or control of
themselves or their representatives, shall be returned to the original source of
the material at issue and all work papers, data files, and other records
destroyed). Notwithstanding the foregoing, nothing in this Section 9.1 shall
limit or restrict the dissemination of information by a Holder (a) to its
Affiliates, limited partners, lenders, investors or prospective lenders or
investors or (b) as required by a Governmental Authority or self-regulating
body. This Section 9.1 shall be in addition to the agreements of the parties
contained in that certain Confidentiality Agreement between the parties dated as
of February 2, 2007 (the "Confidentiality Agreement").

     9.2 Termination of Other Negotiations; Exclusivity. None of the Company,
Seller or any Holder shall, directly or indirectly, for a period commencing on
the date hereof until the earlier of the Closing or the termination of this
Agreement in accordance with its terms, consider, solicit, encourage (including
by way of furnishing any non-public information concerning the Company's
business, properties or assets), negotiate or accept any offer with or from, or
enter into any agreement with, any other Person for the sale of the Business
(whether through merger, consolidation or other business combination, sale or
other disposition of all or a substantial part of the assets of the Company or
any Subsidiary, or sale or other disposition of any limited liability company
membership interests or other equity or profits interests of the Company, any
Subsidiary or Seller). Each Holder and Seller immediately shall cease and cause
to be terminated all existing discussions, conversations, negotiations and other
communications with any Persons conducted heretofore with respect to any of the
foregoing. Seller shall notify Buyer promptly if any such proposal or offer, or
any inquiry or other contact with any Person with


                                       32
<PAGE>


respect thereto, is made and shall, in any such notice to Buyer, indicate in
reasonable detail the identity of the Person making such proposal, offer,
inquiry or contact and the terms and conditions of such proposal, offer, inquiry
or other contact. Seller agrees not to and to cause the Company not to, without
the prior written consent of Buyer, release any Person from, or waive any
provision of, any confidentiality or standstill agreement to which any Holder,
Seller or the Company is a party.

     9.3 Voting by the Holders. Each of the Holders hereby agrees, subject to
applicable Law and if necessary or appropriate under Seller's operating
agreement, to vote its or his limited liability company membership interests in
Seller in favor of the transactions contemplated hereby.

     9.4 Non-Interference; Further Assurances. Each party shall use all
reasonable efforts to perform its respective pre-Closing covenants hereunder and
to fulfill the conditions precedent provided in this Agreement (to the extent
within such party's control). In addition, each of the parties hereto shall use
all reasonable efforts to take, or cause to be taken, all appropriate action, do
or cause to be done all things necessary, proper or advisable under applicable
Law, and to execute and deliver such documents and other papers, as may be
required to carry out the provisions of this Agreement and consummate and make
effective the transactions contemplated hereby.

     9.5 Release. The Holders and Seller covenant and agree, on or prior to the
Closing, to execute and deliver to the Company, for the benefit of the Company,
a general release and discharge, in form and substance satisfactory to Buyer,
releasing and discharging the Company from any and all Liabilities to the
Holders, Seller and their Affiliates, except for (a) any liability arising under
or related to this Agreement and the documents and agreements delivered in
connection herewith or as a condition hereof, including any employment agreement
or shareholder agreement effective on or after the Closing Date, (b) ordinary
compensation, benefit or bonus amounts owed to such Holder pursuant to his
employment relationship with the Company or (c) ordinary course indemnification
obligations of the Company to its officers and directors (including former
officers and directors).

     9.6 Notice of Developments. Prior to the Closing, Seller shall promptly
notify Buyer in writing of (a) all events, circumstances, facts and occurrences
arising subsequent to the date of this Agreement which could result in any
breach of a representation or warranty or covenant of the Holders or Seller in
this Agreement or which could have the effect of making any representation or
warranty of Seller in this Agreement untrue or incorrect, in each case to the
extent such breach, untruthfulness or incorrectness, individually or in the
aggregate, would or would reasonably be expected to have a Material Adverse
Effect and (b) all other developments affecting the assets, Liabilities,
business, financial condition, operations, results of operations, customer or
supplier relations, employee relations, projections or prospects of the Company
which, individually or in the aggregate, would or would reasonably be expected
to have a Material Adverse Effect.


                                       33
<PAGE>

     10. CONDITIONS PRECEDENT TO BUYER'S PERFORMANCE.

     The obligations of Buyer to consummate the transactions contemplated by
this Agreement are further subject to the satisfaction, at or before the Closing
Date, of all the following conditions, any one or more of which may be waived in
writing by Buyer:

     10.1 Accuracy of Representations and Warranties. All representations and
warranties made by Seller and each Holder in this Agreement and the Disclosure
Schedules shall be true and correct in all material respects on and as of the
Closing Date as though such representations and warranties were made on and as
of that date (except those representations and warranties made as of a specified
date, which shall be so true and correct as of such specified date).

     10.2 Performance. Seller and each Holder shall have performed, satisfied
and complied in all material respects with all covenants, agreements and
conditions required by this Agreement to be performed, satisfied or complied
with by Seller and/or each Holder on or before the Closing Date, including all
covenants and agreements described in Sections 8 and 9 of this Agreement.

     10.3 Certification. Buyer shall have received a certificate, dated the
Closing Date, signed by Seller, certifying, in such detail as Buyer and its
counsel may reasonably request, (a) that the conditions specified in Sections
10.1 and 10.2 above and Section 10.6 below have been fulfilled, (b) the total
outstanding Indebtedness of the Company as of the Closing Date and (c) the
Working Capital of the Company and cash and cash equivalents of the Company on
hand as of the close of business on the Closing Date, including the amount of
the Excess Cash.

     10.4 Absence of Litigation. No action, suit or proceeding by or before any
court or any governmental body or authority, against any Holder, Seller or the
Company or pertaining to the transactions contemplated by this Agreement or
their consummation, shall be pending or threatened on the Closing Date, which
action, suit or proceeding would, if determined adversely, have a Material
Adverse Effect on the Company or impair the ability of Seller to transfer and
deliver to Buyer all of the Membership Interests free and clear of all liens
(except any restrictions which may be created by operation of state or federal
securities Laws).

     10.5 Consents; Releases. Those consents identified on Schedule 10.5 shall
have been obtained and true and complete copies thereof delivered to Buyer.
Buyer shall have received executed payoff and release letters from all holders
of Indebtedness, confirming the aggregate amounts payable by the Company in
respect of such Indebtedness as of the Closing Date, and confirming that, upon
payment of such amounts, all Liens securing such Indebtedness shall be released.
All Liens securing Indebtedness shall have been terminated and released (or
shall have been authorized to be released pursuant to the aforedescribed payoff
and release letters), and all tax-sharing and tax indemnity agreements, if any,
between Seller (or its direct or indirect owners) and the Company shall have
been terminated; and evidence thereof, in form and substance reasonably
satisfactory to Buyer, shall have been delivered to Buyer.

     10.6 Settlement of Affiliate Obligations. All Indebtedness owed to the
Company on the Closing Date by Seller and/or any of Seller's Affiliates shall
have been fully paid to the Company in immediately available funds or by set-off
against amounts owed by the Company to


                                       34
<PAGE>

Seller and/or any of Seller's Affiliates, such that no such Affiliate
obligations owed to the Company shall be outstanding on and after the Closing
Date; and all Indebtedness owed by the Company on the Closing Date to Seller
and/or any of Seller's Affiliates shall have been fully paid by the Company in
immediately available funds, by set-off against amounts owed to the Company by
Seller and/or any of Seller's Affiliates, or by forgiveness prior to the Closing
Date, such that no such Affiliate obligations owed by the Company shall be
outstanding on and after the Closing Date. Each of the Holders and Seller shall
have delivered the release contemplated by Section 9.5.

     10.7 No Material Adverse Effect. There shall not have occurred any event or
condition which could, or could reasonably be expected to, have a Material
Adverse Effect. Without limitation of the foregoing, between the date of this
Agreement and the Closing Date, assets of the Company having an aggregate fair
market value of $6,400,000 or more, including the Facilities and any equipment
and other fixed assets therein, shall not have been lost, destroyed or
irreparably damaged by fire, flood, explosion, theft or any other cause, whether
or not covered by insurance.

     10.8 Financing. Buyer shall have obtained debt and/or equity financing (the
"Financing") and shall have received the proceeds thereof.

     10.9 Stockholder Vote. Subsequent to the date of this Agreement, Buyer
shall have received stockholder approval in accordance with Sections 712 and/or
713 of the American Stock Exchange Company Guide, if required.

     10.10 Employment Agreements. Each of the Employment Agreements shall remain
in full force and effect and shall not have been terminated by any party
thereto.

     10.11 Financial Statements. Buyer shall have received audited consolidated
financial statements of the Company, prepared in accordance with Regulation S-X
promulgated under the Securities Act, for the fiscal years ended December 31,
2005 and 2006, and for such additional periods as may be required by Buyer under
Regulation S-X, and such unaudited "stub" consolidated financial statements with
respect to dates and periods in 2007 as may be required by Buyer.

     10.12 Name Change. Seller shall have executed, delivered, filed and caused
to become effective amendments to its Certificate of Formation so as to change
its company name to eliminate the words "Credint," "Creditors Interchange,"
"CIRM" or any confusingly similar name.

     10.13 Resignations; Banking Arrangements. Seller shall have delivered to
Buyer the resignations from the Company and each Subsidiary of those Persons
listed in Schedule 10.13. In addition, to the extent requested by Buyer, Seller
shall have executed and delivered, and shall have caused the Company to execute
and deliver, such certificates and documents as may be necessary or appropriate
to change the authorized signatories on all bank accounts and/or safe deposit
boxes maintained by or in the name of the Company.


                                       35
<PAGE>

     10.14 Resolutions. Buyer shall have received certified resolutions of the
Board of Directors and/or other appropriate governing body of Seller, in form
reasonably satisfactory to counsel for Buyer, authorizing Seller's delivery and
performance of this Agreement and all other actions to be taken by Seller and
each Holder hereunder.

     10.15  Proceedings and Instruments Satisfactory. All proceedings, corporate
or other, to be taken in connection with the transactions contemplated by this
Agreement, and all documents incidental thereto, shall be reasonably
satisfactory in form and substance to Buyer and its counsel. Seller and each
Holder shall have submitted to Buyer or its representatives for examination the
originals or true and correct copies of all records and documents relating to
the business and affairs of the Company which Buyer may have requested in
connection with said transactions.

     10.16  No Changes in Senior Management. Between the date of this Agreement
until the Closing, the Company shall not have made any change in its senior
management personnel.

     11. CONDITIONS PRECEDENT TO SELLER'S AND HOLDERS' PERFORMANCE.

     The obligations of Seller and each Holder to consummate the transactions
contemplated by this Agreement are further subject to the satisfaction, at or
before the times specified herein or at the Closing Date, as the case may be, of
all of the following conditions, any one or more of which may be waived in
writing by Seller:

     11.1 Accuracy of Representations and Warranties. All representations and
warranties made by Buyer in this Agreement shall be true and correct in all
material respects on and as of the Closing Date as though such representations
and warranties were made on and as of that date (except those representations
and warranties made as of a specified date, which shall be so true and correct
as of such specified date).

     11.2 Performance. Buyer shall have performed, satisfied and complied in all
material respects with all covenants, agreements and conditions required by this
Agreement to be performed, satisfied or complied with by Buyer on or before the
Closing Date, including satisfaction of all of Buyer's covenants and agreements
contained in Section 9 of this Agreement.

     11.3 Certification. Seller shall have received a certificate, dated the
Closing Date, signed by Buyer certifying, in such detail as Seller and its
counsel may reasonably request, that the conditions specified in Sections 11.1
and 11.2 above have been fulfilled.

     11.4 Assumption of Bond and Other Obligations. Buyer shall have assumed any
and all obligations of Seller relating to the bonds posted in connection with
any and all permits, licenses and franchises in respect of the Business as in
effect on the Closing Date.

     11.5 Absence of Litigation. No action, suit or proceeding by or before any
court or any governmental body or authority, pertaining to the transactions
contemplated by this Agreement or their consummation, shall be pending or, to
Seller's knowledge, threatened on the


                                       36
<PAGE>

Closing Date, which action, suit or proceeding would, if determined adversely,
impair the ability of Seller to transfer and deliver to Buyer all of the
Membership Interests.

     11.6 Consents. All necessary disclosures to and agreements and consents of
any Governmental Authority to the extent required in connection with the
transactions contemplated by this Agreement, shall have been obtained and true
and complete copies thereof delivered to Seller.

     11.7 Settlement of Affiliate Obligations. All Indebtedness owed by the
Company on the Closing Date to Seller and/or any of its Affiliates shall have
been fully paid to Seller or such Affiliates in immediately available funds or
by set-off against any amounts contemplated to be paid pursuant to Section 10.6
above, such that no such Indebtedness to Seller and/or any of its Affiliates
shall be outstanding on or after the Closing Date.

     11.8 Registration Rights Agreement. Buyer shall have executed and delivered
to Seller and Holders a registration rights agreement in substantially the form
of Exhibit A annexed hereto (the "Registration Rights Agreement"), relating to
the registration for resale under the 1933 Act of the Buyer Common Stock.

     11.9 Resolutions. Seller shall have received certified resolutions of the
Board of Directors of Buyer in form reasonably satisfactory to counsel for
Seller, authorizing Buyer's execution, delivery and performance of this
Agreement and the Registration Rights Agreement, and all other actions to be
taken by Buyer hereunder.

     11.10 Proceedings and Instruments Satisfactory. All proceedings to be taken
in connection with the transactions contemplated by this Agreement, and all
documents incidental thereto, shall be reasonably satisfactory in form and
substance to Seller and its counsel.

     12. CLOSING.

     12.1 Place and Date of Closing. Unless this Agreement shall be terminated
pursuant to Section 13 below, the consummation of the transactions contemplated
by this Agreement (the "Closing") shall take place by facsimile or electronic
mail transmission followed by delivery of hard copies, or in such other manner
as shall be agreed upon as of the close of business on May 31, 2007, or such
later date (not later than June 30, 2007, unless otherwise extended by mutual
written agreement of the parties (a) as may be reasonably requested by either
party from time to time if such party is at such time proceeding toward Closing
in good faith, and (b) otherwise in the parties' sole and absolute discretion)
as may be mutually agreeable to the parties (the date of the Closing being
referred to in this Agreement as the "Closing Date").

     12.2 Actions at Closing. On the Closing Date, simultaneous with the
Closing, the parties shall make all payments and deliveries stated in this
Agreement to be made at the Closing and/or on or prior to the Closing Date, as
set forth herein.


                                       37
<PAGE>

     13. TERMINATION OF AGREEMENT.

     13.1 General. This Agreement may be terminated and the transactions
contemplated hereby may be abandoned at any time prior to the Closing:

     (a) by the mutual written consent of Buyer and Seller;

     (b) by Buyer or by Seller, if: (i) a material breach shall exist with
respect to the representations and warranties made by the other party, and such
other party shall not fully remedy the same (if same is capable of being cured)
within ten days after written notice thereof to such party (provided, that each
of the dates specified in Section 13.1(d) shall be extended for each day there
shall exist such unremedied material breach by the Seller or the Holders of such
representations and warranties), (ii) the other party shall not have complied,
in all material respects, with the covenants and agreements contained in this
Agreement required to be complied with by such party, and shall not fully remedy
same (if same is capable of being cured) within ten days after written notice
thereof to such party (provided, that each of the dates specified in Section
13.1(d) shall be extended for each day there shall exist such unremedied
material noncompliance by the Seller or the Holders of such covenants), (iii)
the other party shall not have furnished, upon reasonable notice therefor, such
certificates and documents required in connection with the transactions
contemplated hereby and matters incidental thereto as it or he shall have agreed
to furnish, and it is reasonably unlikely that the other party will be able to
furnish such item(s) prior to the Outside Closing Date specified below, or (iv)
any consent of any third party to the transactions contemplated hereby (whether
or not the necessity of which is disclosed herein or in any Schedule hereto) is
reasonably necessary to prevent a default under any outstanding material
obligation of Buyer, Seller or the Company and such consent is not obtainable
without material cost or penalty (unless the party not seeking to terminate this
Agreement agrees or agree to pay such cost or penalty);

     (c) by either Buyer (on the one hand) or Seller (on the other hand), at any
time on or after June 30, 2007 (unless extended by mutual written agreement in
accordance with Section 12.1 above, the "Outside Closing Date"), if the
transactions contemplated hereby shall not have been consummated prior thereto;
provided, that the party seeking to effect such termination of this Agreement
shall not then be in breach or default of any material representation, warranty,
covenant, agreement or obligation imposed upon such party by this Agreement;

     (d) by Buyer if: (i) an event or condition occurs that has resulted in, or
could reasonably be expected to result in, a Material Adverse Effect or (ii)
Seller or the Company makes a general assignment for the benefit of creditors,
or any proceeding shall be instituted by or against Seller or the Company
seeking to adjudicate any of them a bankrupt or insolvent, or seeking
liquidation, winding up or reorganization, arrangement, adjustment, protection,
relief or composition of its debts under any Law relating to bankruptcy,
insolvency or reorganization.

     13.2 Effect of Termination. In the event of termination of this Agreement
pursuant to this Section 13, prompt written notice shall be given by the
terminating party to the other party, and, unless the party seeking to terminate
this Agreement shall have no right to do so, neither party to this Agreement
shall have any further liability to the other, except as provided in Section


                                       38
<PAGE>

13.1 above or (if applicable) Section 13.3; provided. that nothing herein shall
relieve any party from liability for any breach of any covenant or agreement
under this Agreement.

     13.3 Seller Termination Fee. In the event this Agreement is terminated
pursuant to Section 13.1(c) solely because the conditions identified in Section
10.8 or 10.9 are not satisfied, Buyer shall pay to Seller, immediately upon such
termination, an amount in cash equal to the documented out-of-pocket expenses
incurred by the Holders, the Company and Seller in connection with the
transactions contemplated hereby (up to an aggregate maximum of $640,000),
including amounts paid or payable to banks and investment bankers, and fees and
expenses of counsel and accountants; and such payments shall constitute the
Company's and Seller's sole and exclusive remedy with respect thereto (including
with respect to Section 7).

     14. INDEMNIFICATION.

     14.1 General.

     (a) From and after the Closing Date, Seller and each Holder severally, not
jointly and severally, shall defend, indemnify and hold harmless Buyer from,
against and in respect of any and all Losses that Buyer may incur, sustain or
suffer ("Buyer Losses") as a result of any breach of, or failure by Seller or
any Holder to perform, any of the representations, warranties, covenants or
agreements of Seller or any Holder contained in this Agreement (it being
expressly understood that the Holders shall be severally liable, in accordance
with Section 14.2(d)(vi) below, for any breaches of the representations,
warranties, covenants and agreements of Seller contained in this Agreement). Any
indemnification payments in respect of Buyer Losses shall be treated as an
adjustment to the Consideration.

     (b) From and after the Closing Date, Buyer shall defend, indemnify and hold
harmless Seller and the Holders from, against and in respect of any and all
Losses that Seller may incur, sustain or suffer ("Seller Losses") as a result of
any breach of, or failure by Buyer to perform, any of the representations,
warranties, covenants or agreements of Buyer contained in this Agreement.

     14.2 Limitations on Certain Indemnity.

     (a) Anything contained in Section 14.1(a) above to the contrary
notwithstanding, Seller and the Holders shall not be liable for any Buyer Losses
(i) unless and until, and then only to the extent that, the aggregate amount of
all Buyer Losses shall exceed the sum of $300,000 (the "Deductible"), and (ii)
for any amount in excess of $9,000,000 in the aggregate (the "Cap"); provided,
however, that the Deductible and the Cap shall not be applicable to, and there
shall not be counted against the Deductible or the Cap, any Buyer Losses which
(A) arise out of a breach or violation of Sections 4.1, 4.2, 4.3, 4.4 or 16.2,
or (B) involve, or are grounded in a claim of, common law fraud (a "Fraud
Claim").

     (b) Buyer shall be entitled to indemnification by Seller and each Holder
for Buyer Losses only in respect of claims for which notice of claim shall have
been given to Seller on or before the first anniversary of the Closing Date and
Seller and the Holders shall be entitled to indemnification by Buyer for Seller
Losses only in respect for which notice of claim shall have


                                       39
<PAGE>


been given to Buyer on or before the first anniversary of the Closing Date;
provided, that (i) with respect to Buyer Losses relating to a breach of any
warranties relating to tax matters covered by Section 4.8 above, the duration of
such indemnity shall be with respect to claims asserted prior to the expiration
of the final statute of limitations for those tax reports and tax returns
covered by the warranties under Section 4.8 above, (ii) with respect to any
Buyer Losses or Seller Losses arising by reason of any breach by Seller, any
Holder, or any Affiliate of Seller or a Holder, or Buyer or any Affiliate of
Buyer, as the case may be, of any of the covenants under Section 16 below, the
duration of the indemnity in respect thereof shall be with respect to and
limited to claims asserted within the lesser of (A) the stated period during
which the subject Section 16 covenant is effective, or (B) the applicable
statute of limitations. Neither Buyer nor Seller shall be entitled to
indemnification in the event that the subject claim for indemnification relates
to a third-party claim and the prospective indemnified party or any applicable
Affiliate of such indemnified party delayed giving notice thereof to such an
extent as to cause material prejudice to the defense of such third-party claim.

     (c) If Buyer desires to make a claim for indemnification hereunder, Buyer
shall provide Seller with written notice thereof, describing in reasonable
detail the basis for the claim of indemnification and the Buyer Losses actually
incurred by Buyer. Seller shall have a period of up to thirty days to dispute
any such claim of indemnification, Buyer shall not be entitled to exercise any
remedies in respect of any such claim of indemnification until the earlier to
occur of (i) mutual agreement of the parties as to the amount of Buyer Losses or
(ii) resolution of such disputes pursuant to Section 19.3. If Seller or any
Holder desires to make a claim for indemnification hereunder, Seller shall
provide Buyer with written notice thereof, describing in reasonable detail the
basis for the claim of indemnification and Seller Losses actually incurred by
Seller or such Holder. Buyer shall have a period of up to thirty days to dispute
any such claim of indemnification, Seller or such Holder shall not be entitled
to exercise any remedies in respect of any such claim of indemnification until
the earlier to occur of (i) mutual agreement of the parties as to the amount of
Seller Losses or (ii) resolution of such disputes pursuant to Section 19.3.

     (d) No party shall be entitled to recover under Section 14.1:

         (i)  with respect to punitive or exemplary damages;

         (ii) with respect to the failure to obtain any consent, or to satisfy
any conditions imposed incident to the giving of any consent, required in
connection with, or as a consequence of, the transfer of the Membership
Interests to Buyer;

         (iii) to the extent of any insurance or other recoveries paid to or
recovered by the party seeking indemnification with respect to any such claim

         (iv) to the extent the matter in question, taken together with all
similar matters, (A) does not exceed the amount of any reserves with respect to
such matters which are reflected in the Closing Statement or (B) is otherwise
taken into account in the determination of Excess Cash;

         (v)  Buyer shall not be entitled to indemnification hereunder with
respect to any breach of the representations and warranties or pre-Closing


                                       40
<PAGE>

covenants and pre-Closing agreements of Seller or the Holders in this Agreement
and the Disclosure Schedules to the extent Buyer or a Buyer's Affiliate, or any
of Buyer's or such Affiliate's officers, directors, partners, members, managers,
employees or agents had knowledge of facts which such Person understood to
constitute an actual breach of such representation and warranty, pre-Closing
covenant and pre-Closing agreement or Disclosure Schedule, as the case may be;
and

         (vi) Buyer shall not be entitled to recover under or against any Holder
with respect to any claim in an amount in excess of the product of (x) times
(y), where (x) equals the Holder's share of the applicable payment obligations
under this Agreement as reflected in the percentage set forth in Exhibit B for
such Holder, and (y) equals the lesser of (1) the aggregate amount that would
actually be payable hereunder by Seller and Holders with respect to such claim
but for this Section 14.2(d)(iv) and (2) the amount of the Cap minus all amounts
previously paid by Seller and the Holders to Buyer pursuant to this Section 14;
provided, however, that in the case of a breach of any of the representations
and warranties contained in Section 5 or a breach by a Holder of its covenants
hereunder, only the Holder whose representation, warranty or covenant was
breached shall be liable to Buyer with respect to any such claim (subject to the
other limitations contained in this Section 14).

     (e) In the case of an inaccuracy or breach of any of the representations
and warranties contained in Section 5, only the Holder whose representation and
warranty was inaccurate or breached shall have an obligation of indemnification
under Section 14 and such Holder's Indemnification solely with respect to such
claim shall be 100%.

     (f) Any indemnification obligation of any Manager Holder hereunder shall be
satisfied first from those shares of Buyer Common Stock delivered to such
Manager Holder by the Seller in accordance with Schedule 4.25(g) by the return
to Buyer by such Manager Holder of such number of shares of Buyer Common Stock
as is equal to (1) divided by (2), where (1) is equal to the amount of Buyer
Losses then payable by such Manager Holder and (2) is equal to $4.76.
Notwithstanding the foregoing, a Manager Holder may notify Buyer that such
Manager Holder elects to satisfy, in whole or in part, its indemnification
obligations through payment in cash or immediately available funds in lieu of
the foregoing return of Buyer Common Stock.

     14.3 Right to Defend. If the facts giving rise to any claim for
indemnification shall involve any actual or threatened action or demand by any
third party against the indemnified party or any of its Affiliates, the
indemnifying party or parties shall be entitled (without prejudice to the
indemnified party's right to participate at its own expense through counsel of
its own choosing), at their expense and through counsel of their own choosing,
to defend or prosecute such claim in the name of the indemnifying party or
parties, or any of them, or if necessary, in the name of the indemnified party.
In any event, the indemnified party shall give the indemnifying party advance
written notice of any proposed compromise or settlement of any such claim. If
the remedy sought in any such action or demand is solely money damages, the
indemnifying party shall have fifteen days after receipt of such notice of
settlement to object to the proposed compromise or settlement, and if it does so
object, the indemnifying party shall be required to undertake, conduct and
control, though counsel of its own choosing and at its sole expense, the
settlement or defense thereof, and the indemnified party shall cooperate with
the indemnifying party in connection therewith. Neither party shall consent to
any settlement or purport to bind any other party to any settlement without the
written consent of the other party.


                                       41
<PAGE>

     14.4 Exclusive Remedy. From and after the Closing, except in the case of a
Fraud Claim, indemnification under this Section 14 shall be the sole and
exclusive remedy of the parties to this Agreement relating to the subject matter
of this Agreement and the transactions contemplated herein.

     15. COSTS.

     15.1 Finder's or Broker's Fees. Each of Buyer (on the one hand) and Seller
and each Holder (on the other hand) represents and warrants that neither it nor
any of its Affiliates has dealt with any broker or finder in connection with any
of the transactions contemplated by this Agreement, and no broker or other
Person is entitled to any commission or finder's fee in connection with any of
the transactions contemplated hereby, except that the Holders and Seller shall
be responsible for their or the Company's obligations to William Blair &
Company, L.L.C. and any other transaction related investment banking or
attorneys fees and expenses incurred by the Company, Seller or the Holders.

     15.2 Closing Expenses. Each of Buyer (on the one hand) and Seller and each
Holder (on the other hand) shall pay all of their own respective professional
fees and other costs and expenses incurred or to be incurred by them,
respectively, in negotiating and preparing this Agreement and in closing and
carrying out the transactions contemplated by this Agreement; provided, that
Buyer shall be responsible for the costs of any 2007 audit(s) contemplated by
Section 10.11 above.

     16. POST-CLOSING COVENANTS.

     16.1 Books and Records. For a period of seven years after the Closing Date,
Buyer shall permit and shall cause the Company to permit, Seller and its
representatives to have access, during normal business hours and without undo
disruption of the Company's business, to the employees, books and records of the
Company with respect to periods prior to the Closing, for purposes of preparing
any Tax filings or any other legitimate purpose of Seller (including defending
any claim for indemnification hereunder). Such books and records may be made
available at any location where same are maintained, and all costs and expenses
relating to such access and inspection shall be the responsibility of Seller.
For a period of seven years after the Closing Date, Seller and the Holders shall
permit Buyer and its representatives to have access, during normal business
hours and without undo disruption of Seller's or such Holder's employees,
business, to the books and records of the Company retained by Seller or such
Holder with respect to periods prior to the Closing, for purposes of preparing
any Tax filings or any other legitimate purpose of Buyer (including defending
any claim for indemnification hereunder). Such books and records may be made
available at any location where same are maintained, and all costs and expenses
relating to such access and inspection shall be the responsibility of Buyer.

     16.2 Restrictive Covenants. Each of Bruce Gray and John Farinacci hereby
agrees that he shall not, directly or indirectly, in his own name or through or
on behalf of any Affiliate, at any time from the Closing through and including
the second anniversary of the Closing Date, (a) invest, carry on, engage in or
become involved, either as a stockholder, member, partner, joint ventureer,
manager, advisor, consultant, investor or lender, in any business enterprise
which is


                                       42
<PAGE>

principally involved in accounts receivable management or any other business
similar to or competitive with the Business at any location or servicing any
clients or customers located within the United States of America (provided that
the passive ownership of not more than 5% of the outstanding stock of a publicly
traded entity shall not constitute a breach of this Section 16.2(a)), or (b)
solicit or seek to hire or retain, whether as an employee, consultant or
otherwise, any individual employed or retained by the Company at the time of or
within six months prior to such solicitation, or otherwise materially and
adversely interfere with the relationship between the Company and any such
individual (provided that it shall not be a breach of this Section 16.2(b) if
the solitation is pursuant to a general trade advertisment or if the subject
individual was dismissed by the Company subsequent to the Closing). In the event
of any breach of this Section 16.2, each of Mr. Gray and Mr. Farinacci
acknowledges that it will be difficult to ascertain the precise amount of
damages that may be suffered by reason of such breach, and that such breach may
cause irreparable injury for which there is no adequate remedy at Law;
accordingly, each of Mr. Gray and Mr. Farinacci hereby agrees that, in the event
of any such breach or any threatened breach, Buyer shall be entitled, in
addition to any all other remedies available, to seek and obtain injunctive
and/or other equitable relief to require specific preformance of or prevent,
restrain and/or enjoin such breach or threatened breach.

     16.3 Tax Allocations. At the time of the Closing, the financial books and
records of the Company shall be deemed closed for tax purposes, such that (a)
all revenues, expenses and net income of the Company (as determined in
accordance with the applicable provisions of the Code) with respect to periods
on and prior to the Closing Date shall be treated as being for the account of
Seller, and (b) all revenues, expenses and net income of the Company (as
determined in accordance with the applicable provisions of the Code) with
respect to periods after the Closing Date shall be treated as being for the
account of Buyer.

     16.4 Lock-up and Leak Out. Seller and each Holder agrees not to sell,
transfer, assign, convey, encumber or otherwise dispose of any shares of Buyer
Common Stock until the expiration of the 180 day period following the Closing.
In addition, following the 180 day period specified in the previous sentence,
Seller and each Holder agrees that it will not, individually, sell or otherwise
dispose of, in any calendar month, more than the greater of (a) 30,000 shares of
Buyer Common Stock (and any shares not sold in any calendar month may not be
carried over to the next month, so that the maximum number of shares that may be
sold by Seller or any such Holder in any calendar month is 30,000) or (b) such
amount of shares of Buyer Common Stock as such Holder would then be entitled to
sell pursuant to SEC Rule 144 (regardless of whether such shares of Buyer Common
Stock shall have been registered under the Securities Act). It is expressly
understood that this provision shall not apply to the distribution of shares of
Buyer Common Stock by Seller to the extent and to the Persons specified in
Schedule 4.25(g) nor shall this provision apply to any transfers or other
dispositions to any Affiliate or partner of any Holder.

     16.5 Directors and Officer's Insurance. Prior to the Closing, the Seller
shall cause the Company to purchase a "tail" to the Company's current directors
and officer's liability insurance policy or policies to provide coverage for the
individuals covered by such insurance policies of the Closing Date for a period
of six years following the Closing. In addition, from and after the Closing,
Buyer shall (a) not take any action to cancel any such "tail" policy and (b)
cause the


                                       43
<PAGE>

Company's current and former officers and directors to be covered by director's
and officer's liability insurance policies that are at least comparable to the
polices or polices maintained by the Company as of the Closing Date.

     16.6 Tax Matters. The following provisions shall govern the allocation of
responsibility as between Buyer and Seller for certain Tax matters following the
Closing Date:


     (a) Straddle Period. In the case of any taxable period that includes (but
does not end on) the Closing Date (a "Straddle Period"), the amount of any
income Taxes for any taxable period that includes (but does not end on) the
Closing Date ("Pre-Closing Tax Period") shall be determined based on an interim
closing of the books as of the close of business on the Closing Date (and for
such purpose, the taxable period of any partnership or other pass-through entity
in which the Company or any of its Subsidiaries holds a beneficial interest
shall be deemed to terminate at such time).


     (b) Responsibility for Filing Tax Returns. Seller shall prepare or cause to
be prepared and file or cause to be filed all Tax Returns for the Company and
its Subsidiaries that relate to periods ending on or before the Closing Date,
even if they are filed after the Closing Date. Buyer shall prepare or cause to
be prepared and file or cause to be filed all Tax Returns for the Company and
its Subsidiaries that relate to Straddle Periods and taxable periods beginning
after the Closing Date. Such Tax Returns that relate to Straddle Periods shall
be made, to the extent permitted by law, in a manner consistent with the prior
practice of the Company and each its Subsidiary. Buyer shall permit Seller to
review and comment on each Straddle Period Tax Return.


     (c) Refunds and Tax Benefits. Any Tax refunds that are received by Buyer or
the Company and its Subsidiaries, and any amounts credited against Tax to which
Buyer or the Company and its Subsidiaries become entitled, that relate to
taxable periods or portions thereof ending on or before the Closing Date shall
be for the account of Seller, and Buyer shall pay over to Seller any such refund
or the amount of any such credit within 15 days after receipt or entitlement
thereto. In addition, to the extent that a claim for refund or a proceeding
results in a payment or credit against Tax by a Governmental Authority to Buyer
or the Company and its Subsidiaries of any amount accrued on the final Closing
Statement, Buyer shall pay such amount to Seller within 15 days after receipt or
entitlement thereto.

     (d) Cooperation on Tax Matters.

              (i) Buyer, the Company and its Subsidiaries and Seller shall
     cooperate fully, as and to the extent reasonably requested by the other
     party, in connection with the filing of Tax Returns pursuant to this
     Section 16.6 and any audit, litigation or other proceeding with respect to
     Taxes. Such cooperation shall include the retention and (upon the other
     party's request) the provision of records and information that are
     reasonably relevant to any such audit, litigation or other proceeding and
     making employees available on a mutually convenient basis to provide
     additional information and explanation of any material provided hereunder.
     The Company and its Subsidiaries and Seller agree (A) to retain all books
     and records with respect to Tax matters pertinent to the Company and its
     Subsidiaries relating to any taxable period beginning before the Closing
     Date until the


                                       44
<PAGE>

     expiration of the statute of limitations (and, to the extent notified by
     Buyer or Seller, any extensions thereof) of the respective taxable periods,
     and to abide by all record retention agreements entered into with any
     Governmental Authority, and (B) to give the other party reasonable written
     notice prior to transferring, destroying or discarding any such books and
     records and, if the other party so requests, the Company and its
     Subsidiaries or Seller, as the case may be, shall allow the other party to
     take possession of such books and records.


              (ii) Buyer and Seller further agree, upon request, to use their
     reasonable efforts to obtain any certificate or other document from any
     Governmental Authority or any other Person as may be necessary to mitigate,
     reduce or eliminate any Tax that could be imposed (including, but not
     limited to, with respect to the transactions contemplated under this
     Agreement).


     (e) Buyer Tax Contest. Buyer shall have sole control of any audit or
examination of any Tax Return filed by it, including any Straddle Period Return,
(or any administrative appeal or litigation relating thereto) at any time,
including any such Tax Return for any period beginning after the Closing Date (a
"Buyer Tax Contest"), including the right to pursue or forego any Buyer Tax
Contest or continuation thereof; provided, however, that (a) counsel for Buyer
in any Buyer Tax Contest involving a claim for Tax damages (a "Tax Claim") shall
consult in good faith with Seller's counsel in connection with such Buyer Tax
Contest and shall keep Seller's counsel reasonably informed regarding such Buyer
Tax Contest to the extent it pertains to any Tax Claim, and (b) Buyer may not
resolve or settle such Buyer Tax Contest if Seller would be required to
indemnify, or otherwise be required to make a payment, as a result of such
resolution or settlement of the Buyer Tax Contest unless either (i) Seller
consents to that resolution or settlement (which consent shall not be
unreasonably withheld) or (ii) Buyer foregoes the right to such indemnification
by Seller and such resolution or settlement does not impose upon Seller an
obligation to make a payment for indemnification or otherwise.

     (f) Seller Tax Contests. Seller shall have sole control of any audit or
examination of any Tax Return filed by Seller or the Company for a period ending
on or before the Closing Date and any related administrative appeal or any
litigation if such audit or examination and any related administrative appeal or
litigation is not a Buyer Tax Contest; provided, however, Seller shall notify
Buyer of any such audit or examination and any related administrative appeal or
litigation.

     (g) Certain Taxes and Fees. All transfer, documentary, sales, use, stamp,
registration and other such Taxes, and all conveyance fees, recording charges
and other fees and charges (including any penalties and interest) incurred in
connection with the consummation of the transactions contemplated by this
Agreement shall be borne 50% by Buyer and 50% by Seller.

     16.7 Further Assurances. From time to time from and after the Closing, the
parties shall execute and deliver, or cause to be executed and delivered, any
and all such further agreements, instruments, certificates and other documents,
and shall take or cause to be taken any and all such further action, as any of
the parties may reasonably deem necessary or desirable in order to carry out the
intent and purposes of this Agreement.


                                       45
<PAGE>

     17. FORM OF AGREEMENT.

     17.1 Effect of Headings. The Section headings used in this Agreement and in
the Disclosure Schedule are included for purposes of convenience only, and shall
not affect the construction or interpretation of any of the provisions hereof or
of the information set forth in the Disclosure Schedule.

     17.2 Entire Agreement; Waivers; Severability. This Agreement (together with
all schedules and exhibits hereto, all of which are hereby incorporated herein)
constitutes the entire agreement between the parties pertaining to the subject
matter hereof, and supersedes all prior agreements or understandings as to such
subject matter, including the letter of intent, dated March 13, 2007, among the
parties hereto. No waiver of any of the provisions of this Agreement shall be
deemed, or shall constitute, a waiver of any other provisions, whether or not
similar, nor shall any waiver constitute a continuing waiver. No waiver shall be
binding unless executed in writing by the party making the waiver. If any
provision of this Agreement shall be determined by a court of competent
jurisdiction or by a duly appointed arbitrator to be unenforceable to any extent
or in any respect, then such provision shall be modified in scope or effect, or
shall be excised from this Agreement, only to such extent as may be required to
render such provision valid and enforceable, and the remainder of this Agreement
shall be unaffected.

     17.3 Counterparts; Fax Signatures. This Agreement may be executed
simultaneously in any number of counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument. This Agreement may be executed by means of fax, electronic or
portable document format (pdf) signatures, which shall have the same binding
legal effect as original ink signatures.

     17.4 Interpretation. whenever the term "include" or "including" is used in
this Agreement, it shall mean "including, without limitation," (whether or not
such language is specifically set forth) and shall not be deemed to limit the
range of possibilities to those items specifically enumerated. The words
"hereof," "herein" and "hereunder" and words of similar import refer to this
Agreement as a whole and not to any particular provision. Terms defined in the
singular have a comparable meaning when used in the plural and vice versa.

     18. PARTIES.

     18.1 Parties in Interest. Nothing in this Agreement, whether expressed or
implied, is intended to confer any rights or remedies under or by reason of this
Agreement on any Persons other than the parties to it and their respective
successors and permitted assigns, nor is anything in this Agreement intended to
relieve or discharge the obligations or liability of any third Persons to any
party to this Agreement, nor shall any provision give any third Persons any
right of subrogation or action over or against any party to this Agreement.

     18.2 Notices. All notices, requests, demands and other communications under
this Agreement shall be in writing and shall be deemed to have been duly given
(a) on the date of service, if served personally on the party to whom notice is
to be given, (b) on the next business day after the date sent by recognized
overnight courier service with all charges prepaid or billed to the account of
the sender, or (c) when sent by facsimile transmission, to the party being


                                       46
<PAGE>


notified at its address or facsimile number set forth below or such other
address or facsimile number as such party shall subsequently notify the other
parties in writing:

         (i)      If to Buyer:

                  Debt Resolve, Inc.
                  707 Westchester Avenue,Suite L7
                  White Plains, NY  10604
                  Attention: Mr. James D.Burchetta,
                             Chief Executive Officer
                  Fax: (914) 428-3044

                  with a copy to:

                  Greenberg Traurig, LLP
                  200 Park Avenue
                  New York, NY  10166
                  Attention:  Spencer G.Feldman,Esq.
                  Fax: (212) 801-6400

         (ii)     If to Seller:

                  Credint Holdings, LLC
                  c/o Prairie Capital III, L.P.
                  191 North Wacker Drive, Suite 800
                  Chicago, IL  60606
                  Attention: C. Bryan Daniels and Steven J. Groya
                  Fax: (312) 360-1193

                  with a copy to:

                  Schiff Hardin LLP
                  233 South Wacker Drive
                  Chicago, IL 60606
                  Attention:  Alexis A. Cooper, Esq. and Roger Wilen, Esq.
                  Fax:  (312) 258-5600

or to such other address as either party shall have specified by notice in
writing given to the other party.

     19. MISCELLANEOUS.

     19.1 Waivers and Amendments. No amendment or modification of this Agreement
or the Disclosure Schedule, or any waiver of any performance hereunder, shall be
valid unless made in writing and signed by the party to be charged therewith.


                                       47
<PAGE>


     19.2 Non-Assignability; Binding Effect. Neither this Agreement, nor any of
the rights or obligations of the parties hereunder, shall be assignable by any
party hereto without the prior written consent of the other parties. Otherwise,
this Agreement shall be binding upon and shall inure to the benefit of the
parties hereto and their respective successors and permitted assigns.

     19.3 Governing Law; Jurisdiction. This Agreement shall be construed and
interpreted and the rights granted herein governed in accordance with the Laws
of the State of New York applicable to contracts made and to be performed wholly
within such State. Except as otherwise provided in Sections 16.2 above, any
claim, dispute or controversy arising under or in connection with this Agreement
or any actual or alleged breach hereof shall be settled exclusively by
arbitration to be held before a single arbitrator in New York County, New York,
or in any other locale or venue as legal jurisdiction may otherwise be had over
the party against whom the proceeding is commenced, in accordance with the
commercial arbitration rules of the American Arbitration Association then
obtaining. As part of his or her award, the arbitrator shall make a fair
allocation of the fee of the American Arbitration Association, the cost of any
transcript, and the parties' reasonable attorneys' fees, taking into account the
merits and good faith of the parties' claims and defenses. Judgment may be
entered on the award so rendered in any court having jurisdiction. Any process
or other papers hereunder may be served by registered or certified mail, return
receipt requested, or by personal service, provided that a reasonable time for
appearance or response is allowed.

               [The remainder of this page is intentionally blank]


                                       48
<PAGE>


         IN WITNESS WHEREOF, the parties have executed this Agreement on and as
of the date first set forth above.

                             Buyer:

                             DEBT RESOLVE, INC.


                             By: /s/James D. Burchetta
                             ---------------------------------------------
                                   Name:  James D. Burchetta
                                   Title: Chief Executive Officer


                             Seller:

                             CREDINT HOLDINGS, LLC


                             By: /s/Steve Groya
                             ---------------------------------------------
                                   Name:  Steve Groya
                                   Title: Manager


                             Holders:

                             PRAIRIE CAPITAL III, L.P.


                             By:   Daniels & King Capital III, LLC
                             Its:  General Partner


                             By: /s/C. Bryan Daniels
                             ---------------------------------------------
                                   C. Bryan Daniels, Member


                             PRAIRIE CAPITAL III QP, L.P.


                             By:   Daniels & King Capital III, LLC
                             Its:  General Partner


                             By: /s/C. Bryan Daniels
                             ---------------------------------------------
                                   C. Bryan Daniels, Member



                                       49
<PAGE>


                             /s/W. Thomas Caffery
                             ---------------------------------------------
                                                W. Thomas Caffery


                             JPM MEZZANINE CAPITAL, LLC,
                                   successor in interest to JPMorgan Mezzanine
                                   Corporation (f/k/a Banc One Mezzanine
                                   Corporation)


                             By: /s/John M. Buley
                             ---------------------------------------------
                                   Name:  John M. Buley
                                   Title:  Chairman


                             MADISON CAPITAL FUNDING, LLC


                             By: /s/Trevor J. Clarke
                             ---------------------------------------------
                                   Name:  Trevor J. Clarke
                                   Title: Managing Director

                             /s/Bruce Gray
                             ---------------------------------------------
                                            Bruce Gray

                             /s/John Farinacci
                             ---------------------------------------------
                                            John Farinacci

                             /s/Gary Holter
                             ---------------------------------------------
                                            Gary Holter

                             /s/Thomas Hinman
                             ---------------------------------------------
                                            Thomas Hinman

                             /s/Shawn Costanzo
                             ---------------------------------------------
                                            Shawn Costanzo

                             /s/Lawrence Rizzo
                             ---------------------------------------------
                                            Lawrence Rizzo



                                       50
<PAGE>


                             /s/Brent Henderson
                             ---------------------------------------------
                                            Brent Henderson

                             /s/Barbara Wagner
                             ---------------------------------------------
                                            Barbara Wagner

                             /s/Linda Schulz
                             ---------------------------------------------
                                            Linda Schulz


                                       51
<PAGE>

                                    EXHIBIT A

                      FORM OF REGISTRATION RIGHTS AGREEMENT

     This Registration Rights Agreement (this "Agreement") is made as of
_________ __, 2007, by Debt Resolve, Inc., a Delaware corporation (the
"Company"), for the benefit of the Holders (as such term is hereinafter
defined). The Company hereby confirms that the rights granted under this
Agreement constitute a material inducement to the Holders to enter into the
Purchase Agreement and acquire and hold the Shares (as such term is hereinafter
defined). Each Holder, by its participation or request to participate in any
Registration effected pursuant to this Agreement, shall be deemed to have
confirmed such Holder's agreement to comply with the applicable provisions of
this Agreement.

     NOW, THEREFORE, the Company hereby agrees, in favor of the Holders, as
follows:

     1.  Definitions. In addition to those terms defined elsewhere in this
Agreement, the following terms shall have the following meanings wherever used
in this Agreement:

         "Act" shall mean the Securities Act of 1933, as amended, and any
successor statute from time to time.

         "Affiliate" shall mean, with respect to any person, any other person
controlling, controlled by or under common control with the first person.

         "Board" shall mean the Board of Directors of the Company.

         "Common Stock" shall mean the authorized common stock of the Company.

         "Company" shall mean Debt Resolve, Inc., and shall include any
successor thereto.

         "Costs and Expenses" shall mean all of the costs and expenses relating
to any subject Registration Statement, including but not limited to
registration, filing and qualification fees, blue sky expenses, costs of listing
any Shares on any exchange or other trading media, printing expenses, fees and
disbursements of counsel and accountants to the Company, and reasonable fees and
disbursements of a single counsel to the Holders (up to a maximum of $7,000 in
the aggregate as to any Registration under Section 2(a) below, and $5,000 in the
aggregate as to any Registration under Section 3 below): provided, however, that
underwriting discounts and commissions attributable solely to the securities
registered for the benefit of Holders, fees and disbursements of any additional
counsel to Holders, and all other expenses attributable solely to Holders shall
be borne by each subject Holder.

         "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended, and any successor statute from time to time.

         "Holders" shall mean, collectively, all Persons holding Registrable
Shares from time to time.


<PAGE>


         "Person" shall mean any individual, corporation, partnership, limited
partnership, limited liability company, trust, or other entity of any kind, and
any government or department or agency thereof.

         "Purchase Agreement" shall mean the Securities Purchase Agreement,
dated as of April __, 2007, by and among the Seller, Prairie Capital III, L.P.,
Prairie Capital III QP, LLC, Caffery Capital Partners, LLC, One Mezzanine
Capital Corporation, Madison Capital Funding, LLC, Bruce Gray, John Farinacci,
Gary Holter, Tom Hinman, Shawn Costanzo, Larry Rizzo, Brent Henderson, Barb
Wagner, Linda Schulz and the Company, as the same may be amended, modified,
supplemented and/or restated from time to time in accordance with the provisions
thereof.

         "Registrable Shares" shall mean all Shares, excluding any Shares which
may then be sold by the Holder thereof pursuant to Rule 144(k) promulgated under
the Act.

         "Registration" shall mean any registration of Common Stock pursuant to
a registration statement filed by the Company with the SEC in respect of any
class of Common Stock, other than a registration statement in respect of
employee stock options or other employee benefit plans or in respect of any
merger, consolidation, acquisition or like combination, whether on Form S-4,
Form S-8 or any equivalent form of registration then in effect.

         "Registration Period" shall mean, with respect to a Registration
Statement, the period of time from the effective date of such Registration
Statement until such date as is the earliest of (a) the date on which all of the
Registrable Securities covered by such Registration Statement shall have been
sold to the public, (b) the later of the date which is nine (9) months after the
effective date of such Registration Statement or twelve (12) months after the
date of this Agreement (such period to be extended if and to the extent any
distribution is prohibited pursuant to Section 2(e)) or (c) the date on which
the Registrable Securities covered by such Registration Statement (in the
opinion of counsel to the Company and reasonably acceptable to legal counsel for
a majority in interest of the Holders) may be immediately sold without
restriction (including, without limitation, as to volume restrictions) by each
Holder thereof without registration under the Act.

         "Registration Statement" shall mean any registration statement filed or
to be filed by the Company in respect of any Registration.

         "SEC" shall mean the U.S. Securities and Exchange Commission, or any
successor agency or agencies performing the functions thereof.

         "Seller" shall mean Credint Holdings, LLC, a Delaware limited liability
company.

         "Seller Members" shall mean the members of Seller as of the date
hereof.

         "Shares" shall mean (a) the shares of Common Stock issued pursuant to
the Purchase Agreement, and (b) any additional or other shares of Common Stock
of the Company issued in respect of any of the foregoing Shares by reason of any
stock split, stock dividend, merger, share exchange, recapitalization or other
such event.


                                       2
<PAGE>

     2. Shelf Registration.

         (a) The Company shall prepare and file with the SEC, not later than one
hundred eighty (180) days after the date of this Agreement, a Registration
Statement or Registration Statements (as necessary) on a form that is
appropriate under the Act (and, if available, pursuant to Rule 415 promulgated
under the Act), covering the resale of all of the Registrable Securities, in an
amount sufficient to cover the resale of all Shares.

         (b) The Company shall use all commercially reasonable efforts to cause
the Registration Statement required by this Section 2 to be declared effective
under the Act as promptly as possible after the filing thereof, but in any event
not later than two hundred seventy (270) days after the date of this Agreement.

         (c) The Company shall use all commercially reasonable efforts to keep
each Registration Statement under this Section 2 effective at all times during
the applicable Registration Period.

         (d) If any offering pursuant to a Registration Statement pursuant to
this Section 2 involves an underwritten offering (which may only be with the
consent of the Company), the Holders (acting by a majority in interest) shall
have the right to select legal counsel and an investment banking firm or firms
and manager or managers to administer to the offering, which investment banking
firm or firms or manager or managers shall be reasonably satisfactory to the
Company.

         (e) If the Registrable Securities are registered for resale under an
effective Registration Statement, the Holders shall cease any distribution of
such Shares under such Registration Statement:

         (i)  for a period of up to one hundred twenty (120) days if (A) such
     distribution would require the public disclosure of material non-public
     information concerning any transaction or negotiations involving the
     Company or any of its Affiliates that, in the reasonable judgment of the
     Company's Board of Directors, would materially interfere with such
     transaction or negotiations, or (B) such distribution would otherwise
     require premature disclosure of information that, in the reasonable
     judgment of the Company's Board of Directors, would adversely affect or
     otherwise be detrimental to the Company; provided that the Company shall
     not invoke this clause (i) more than twice in any twelve (12) month period
     or for more than an aggregate of six (6) months in any such twelve (12)
     month period; and

         (ii) not more than once in any twelve (12) month period, for up to
     sixty (60) days, upon the request of the Company if the Company proposes to
     file a registration statement under the Act for the offering and sale of
     securities for its own account in an underwritten offering and the managing
     underwriter therefor shall advise the Company in writing that in its
     opinion the continued distribution of the Registrable Securities would
     adversely affect the offering of the securities proposed to be registered
     for the account of the Company.


                                       3
<PAGE>

The Company shall promptly notify the Holders in writing at such time as (x)
such transactions or negotiations have been otherwise publicly disclosed or
terminated, or (y) such non-public information has been publicly disclosed or
counsel to the Company has determined that such disclosure is not required due
to subsequent events.

         (f)  The Company shall (i) permit the Holders' counsel to review such
Registration Statement, and all amendments and supplements thereto (as well as
all requests for acceleration or effectiveness thereof and any correspondence
between the Company and the SEC relating to the Registration Statement)
(collectively, the "Registration Documents") for a reasonable period of time
prior to their filing with the SEC (but, in any event, not more than five
calendar days), (ii) not file (or send) any Registration Documents in a form to
which such counsel reasonably objects, and (iii) not request acceleration of
such Registration Statement without prior notice to such counsel. The sections
of such Registration Statement covering information with respect to the Holders,
their and their Affiliates' beneficial ownership of securities of the Company,
and their intended method of disposition of Registrable Securities shall
conform, in all material respects, to the information provided to the Company by
the Holders.

     3.  Piggyback Registration. In the event that the Company shall propose a
Registration at any time when a Registration Statement is not effective pursuant
to Section 2 above, then the Company shall give to each Holder written notice
(the "Registration Notice") of such proposed Registration (which notice shall
include a statement of the proposed filing date thereof, the underwriters and/or
managing underwriters of the subject offering, and any other known material
information relating to the proposed Registration) not less than thirty (30) or
more than sixty (60) days prior to the filing of the subject Registration
Statement, and shall, subject to the limitations provided in this Section 3,
include in such Registration Statement all or a portion of the Registrable
Shares owned by each Holder, as and to the extent that such Holder may request
same to be so included by means of written notice given to the Company within
twenty (20) days after the Company's giving of the Registration Notice. Each
Holder shall be permitted to withdraw all or any part of its Registrable Shares
from a Registration Statement by written notice to the Company given at any time
prior to the effective date of the Registration Statement. In the event of the
inclusion of Registrable Shares pursuant to this Section 3, the Company shall
bear all of the Costs and Expenses of such Registration; provided, however, that
each Holder shall pay, pro rata based upon the number of its Registrable Shares
included therein, the underwriters' discounts, commissions and compensation
attributable solely to the inclusion of such Registrable Shares in the overall
public offering. Notwithstanding anything to the contrary contained herein, the
Company's obligation to include a Holder's Registrable Shares in any such
Registration Statement shall be subject, at the option of the Company, to the
following further conditions:

         (a)  The distribution for the account of such Holder shall be
underwritten by the same underwriters (if any) who are underwriting the
distribution of the securities for the account of the Company and/or any other
persons whose securities are covered by such Registration Statement, and such
Holder shall enter into an agreement with such underwriters containing customary
indemnification and other provisions;


                                       4
<PAGE>

         (b)  If at any time after giving the Registration Notice, and prior to
the effective date of the Registration Statement filed in connection with such
Registration Notice, the Company shall determine for any reason not to proceed
with the subject Registration, the Company may, at its election, give written
notice of such determination to the Holders and, thereupon, shall be relieved of
its obligation to register any of the Holders' Registrable Shares in connection
with such Registration;

         (c)  In connection with an underwritten public offering pursuant to a
Registration Statement under this Section 3, if the managing underwriter(s)
thereof shall advise the Company in writing that, due to adverse market
conditions or the potential adverse impact on the offering to be made for the
account of the Company, the securities to be included in such Registration will
not include all of the Registrable Shares requested to be so included by the
Holders, then the Company will promptly furnish each such Holder with a copy of
such written statement and may require, by written notice to each such Holder
accompanying such written statement, that the distribution of all or a specified
portion of such Registrable Shares be excluded from such distribution (with any
such "cutback" to be allocated among the subject Holders (and, if applicable,
any other holders of Common Stock to be included in such Registration) in
proportion to the relative number of shares of Common Stock requested by such
Persons to be included in such Registration); and

         (d)  The Company shall not be obligated to effect any registration of
Shares incidental to the registration of any of its securities in connection
with mergers, acquisitions, exchange offers, dividend reinvestment plans or
stock option or other employee benefit plans.

     4.  Registration Procedures. In the case of each Registration effected by
the Company in which Registrable Shares are to be sold for the account of any
Holder, the Company, at its sole cost and expense (exclusive of items excluded
in the proviso to the definition of "Costs and Expenses" above), will use all
commercially reasonable efforts to:

         (a)  prepare and file with the SEC such amendments and supplements to
such Registration Statement and the prospectus included therein as may be
necessary to effect and maintain the effectiveness of such Registration
Statement throughout the applicable Registration Period, as may be required by
the applicable rules and regulations of the SEC and the instructions applicable
to the form of such Registration Statement, and furnish to the Holders of the
Registrable Shares covered thereby copies of any such supplement or amendment
prior to its being used and/or filed with the SEC; and comply with the
provisions of the Act with respect to the disposition of all the Shares to be
included in such Registration Statement;

         (b)  provide (i) the Holders of the Registrable Shares to be included
in such Registration Statement, (ii) the underwriters (which term, for purposes
of this Agreement, shall include a person deemed to be an underwriter within the
meaning of Section 2(11) of the Act), if any, thereof, (iii) the sales or
placement agent, if any, therefor, (iv) one counsel for such underwriters or
agent, and (v) not more than one counsel for all the Holders of such Registrable
Shares, the opportunity to participate in the preparation of such Registration
Statement, each prospectus included therein or filed with the SEC, and each
amendment or supplement thereto (subject to the limitations on reimbursement of
counsel fees provided in the definition of "Costs and Expenses");


                                       5
<PAGE>


         (c)  for a reasonable period prior to the filing of such Registration
Statement, and throughout the period specified above, make available for
inspection by the Persons referred to in Section 4(b) above such financial and
other information and books and records of the Company, and cause the officers,
directors, employees, counsel and independent certified public accountants of
the Company to respond to such inquiries, as shall be reasonably necessary, in
the judgment of the respective counsel referred to in such Section 4(b), to
conduct a reasonable investigation within the meaning of the Act; provided,
however, that each such party shall be required to maintain in confidence and
not disclose to any other person or entity any information or records reasonably
designated by the Company in writing as being confidential; and further
provided, that the Company need not make such information available, nor need it
cause any officer, director or employee to respond to such inquiry, unless each
such Holder of Registrable Shares to be included in a Registration Statement
hereunder, upon the Company's request, executes and delivers to the Company a
specific undertaking to substantially the same effect contained in the preceding
proviso;

         (d)  promptly notify in writing the Holders of Registrable Shares to be
included in a Registration Statement hereunder, the sales or placement agent, if
any, therefor and the managing underwriter of the securities being sold, (i)
when such Registration Statement or the prospectus included therein or any
prospectus amendment or supplement or post-effective amendment has been filed,
and, with respect to such registration statement or any post-effective
amendment, when the same has become effective, (ii) of any comments by the SEC
and by the blue sky or securities commission or regulator of any state with
respect thereto or any request by the SEC for amendments or supplements to such
Registration Statement or the prospectus or for additional information, (iii) of
the issuance by the SEC of any stop order suspending the effectiveness of such
registration statement or the initiation of any proceedings for that purpose,
(iv) of the receipt by the Company of any notification with respect to the
suspension of the qualification of any Shares for sale in any jurisdiction or
the initiation or threatening of any proceeding for such purpose, or (v) if it
shall be the case, at any time when a prospectus is required to be delivered
under the Act, that such Registration Statement, prospectus, or any document
incorporated by reference in any of the foregoing contains an untrue statement
of a material fact or omits to state any material fact required to be stated
therein or necessary to make the statements therein not misleading in light of
the circumstances then existing;

         (e)  obtain the withdrawal of any order suspending the effectiveness of
such Registration Statement or any post-effective amendment thereto at the
earliest practicable date;

         (f)  if requested by any managing underwriter or underwriter, any
placement or sales agent or any Holder of Registrable Shares to be included in a
Registration Statement, promptly incorporate in a prospectus, prospectus
supplement or post-effective amendment such information as is required by the
applicable rules and regulations of the SEC and as such managing underwriter or
underwriters, such agent or such Holder may reasonably specify should be
included therein relating to the terms of the sale of the Registrable Shares
included thereunder, including, without limitation, information with respect to
the number of Registrable Shares being sold by such Holder or agent or to such
underwriters, the name and description of such Holder, the offering price of
such Registrable Shares and any discount, commission or other compensation
payable in respect thereof, the purchase price being paid therefor by such


                                       6
<PAGE>


underwriters and with respect to any other terms of the offering of the
Registrable Shares to be sold in such offering; and make all required filings of
such prospectus, prospectus supplement or post-effective amendment promptly
after notification of the matters to be incorporated in such prospectus,
prospectus supplement or post-effective amendment;

         (g) furnish to each Holder of Registrable Shares to be included in such
Registration Statement hereunder, each placement or sales agent, if any,
therefor, each underwriter, if any, thereof and the counsel referred to in
Section 4(b) an executed copy of such Registration Statement, each such
amendment and supplement thereto (in each case excluding all exhibits and
documents incorporated by reference) and such number of copies of the
Registration Statement (excluding exhibits thereto and documents incorporated by
reference therein unless specifically so requested by such Holder, agent or
underwriter, as the case may be) and the prospectus included in such
Registration Statement (including each preliminary prospectus and any summary
prospectus), in conformity with the requirements of the Act, as such Holder,
agent, if any, and underwriter, if any, may reasonably request in order to
facilitate the disposition of the Shares owned by such Holder, sold by such
agent or underwritten by such underwriter and to permit such Holder, agent and
underwriter to satisfy the prospectus delivery requirements of the Act; and the
Company hereby consents to the use of such prospectus and any amendment or
supplement thereto by each such Holder and by any such agent and underwriter, in
each case in the form most recently provided to such person by the Company, in
connection with the offering and sale of the Shares covered by the prospectus
(including such preliminary and summary prospectus) or any supplement or
amendment thereto;

         (h) timely (i) register or qualify (to the extent legally required) the
Shares to be included in such registration statement under such other securities
laws or blue sky laws of such jurisdictions to be designated by the Holders of a
majority of such Shares participating in such registration and each placement or
sales agent, if any, therefor and underwriter, if any, thereof, as any Holder
and each underwriter, if any, of the securities being sold shall reasonably
request, (ii) keep such registrations or qualifications in effect and comply
with such laws so as to permit the continuance of offers, sales and dealings
therein in such jurisdictions during the applicable Registration Period, and
(iii) take any and all such actions during the Registration Period as may be
reasonably necessary or advisable to enable such Holder, agent, if any, and
underwriter to consummate the disposition in such jurisdictions of such Shares;
provided, however, that the Company shall not be required for any such purpose
to (A) qualify generally to do business as a foreign corporation or a
broker-dealer in any jurisdiction wherein it would not otherwise be required to
qualify but for the requirements of this Section 4(h), (B) subject itself to
taxation in any such jurisdiction, or (C) consent to general service of process
in any such jurisdiction;

         (i) cooperate with the Holders of the Registrable Shares to be included
in a Registration Statement hereunder and the managing underwriter(s) to
facilitate the timely preparation and delivery of certificates representing
Registrable Shares to be sold, which certificates shall be printed, lithographed
or engraved, or produced by any combination of such methods, in customary form
to permit the transfer thereof through the Company's transfer agent; and enable
such Registrable Shares to be in such denominations and registered in such names
as


                                       7
<PAGE>

the managing underwriter(s) may request at least two (2) business days prior
to any sale of the Registrable Shares;

         (j)  provide a CUSIP number for all Shares, not later than the
effective date of the Registration Statement;

         (k)  If any Holder may be required under applicable securities law to
be described in the Registration Statement as an underwriter and such Holder
consents to so being named an underwriter, at the request of any Holder, the
Company shall furnish to such Holder, on the date of the effectiveness of the
Registration Statement and thereafter from time to time on such dates as an
Holder may reasonably request (i) a letter, dated such date, from the Company's
independent certified public accountants in form and substance as is customarily
given by independent certified public accountants to underwriters in an
underwritten public offering, addressed to the Holder, and (ii) an opinion,
dated as of such date, of counsel representing the Company for purposes of such
Registration Statement, in form, scope and substance as is customarily given in
an underwritten public offering, addressed to the Holder;

         (l)  notify in writing each Holder of Registrable Shares of any
proposal by the Company to amend or waive any provision of this Agreement and of
any amendment or waiver effected pursuant thereto, each of which notices shall
contain the text of the amendment or waiver proposed or effected, as the case
may be;

         (m)  engage to act on behalf of the Company, with respect to the
Registrable Shares to be so registered, a registrar and transfer agent having
such duties and responsibilities (including, without limitation, registration of
transfers and maintenance of stock registers) as are customarily discharged by
such an agent, and to enter into such agreements and to offer such indemnities
as are customary in respect thereof;

         (n)  cause all Shares included in the Registration Statement to be
listed on each securities exchange on which similar securities issued by the
Company are then listed or, if not so listed, to be listed on a national
securities exchange; and

         (o)  otherwise comply with all applicable rules and regulations of the
SEC, and make available to the Holders, as soon as practicable, but in any event
not later than 18 months after the effective date of such Registration
Statement, an earnings statement covering a period of at least twelve months
which shall satisfy the provisions of Section 6(a) of the Act (including, at the
option of the Company, pursuant to Rule 158 thereunder).

     5. Indemnification by the Company.

         (a) The Company shall indemnify each Holder and its Affiliates from and
against any claim, loss, cost, charge or liability of any kind, including
amounts paid in settlement and reasonable attorneys' fees, which may be incurred
by the Holder or Affiliate as a result of any material breach of any
representation or warranty or covenant of the Company contained in this
Agreement or in any certificate delivered on the closing date of any public
offering of Shares.


                                       8
<PAGE>


         (b) The Company shall indemnify and hold harmless each Holder and its
Affiliates, any underwriter (as defined in the Act) for any Holder, each officer
and director of a Holder, legal counsel and accountants for a Holder, and each
person, if any, who controls a Holder or such underwriter within the meaning of
the Act, against any losses, expenses, claims, damages or liabilities, joint or
several, to which such Holder or any such Affiliate, underwriter, officer,
director or controlling person becomes subject, under the Act or any rule or
regulation thereunder or otherwise, insofar as such losses, expenses, claims,
damages or liabilities (or actions in respect thereof) (i) are caused by any
untrue statement or alleged untrue statement of any material fact contained in
any preliminary prospectus (if used prior to the effective date of the
Registration Statement), or contained, on the effective date thereof, in any
Registration Statement in which Registrable Shares were included, the prospectus
contained therein, any amendment or supplement thereto, or any other document
related to such Registration Statement, or (ii) arise out of or are based upon
the omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, or
(iii) arise out of any violation by the Company of the Act or any rule or
regulation thereunder applicable to the Company and relating to actions or
omissions otherwise required of the Company in connection with such
registration; provided, however, that the Company shall not be liable to any
such persons in any such case to the extent that any such loss, claim, damage,
liability or action arises out of or is based upon any untrue statement or
alleged untrue statement or omission or alleged omission made in reliance upon
and in conformity with information furnished to the Company in writing by such
Person expressly for inclusion in any of the foregoing documents. This indemnity
shall not apply to amounts paid in settlement of any such loss, claim, damage,
liability or action if such settlement is effected without the consent of the
Company, which consent shall not be unreasonably withheld or delayed.

     6. Further Obligations of Holders. The obligations of the Company with
respect to any particular Holder are subject to such Holder's agreement to the
following (which such Holder shall specifically confirm in writing to the
Company upon the Company's request in connection with any Registration
Statement):

         (a) Such Holder shall furnish in writing to the Company all information
concerning such Holder and its and its Affiliates' holdings of securities of the
Company and its Affiliates as shall be reasonably required in connection with
the preparation and filing of any Registration Statement covering any of such
Holder's Registrable Shares.

         (b) Such Holder shall indemnify and hold harmless the Company, each of
its directors, each of its officers who has signed a Registration Statement,
each person (if any) who controls the Company within the meaning of the Act, and
any underwriter (as defined in the Act) for the Company, against any losses,
claims, damages or liabilities to which the Company or any such director,
officer, controlling person or underwriter may become subject under the Act or
any rule or regulation thereunder or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) (i) are caused by any
untrue statement or alleged untrue statement of any material fact contained in
any preliminary prospectus (if used prior to the effective date of the
Registration Statement), or contained, on the effective date thereof, in any
Registration Statement in which such Holder's Registrable Shares were included,
the prospectus contained therein, any amendment or supplement thereto, or any
other document related to such


                                       9
<PAGE>


Registration Statement, or (ii) arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, in each case to the
extent, but only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was made in reliance upon and in
conformity with information furnished to the Company by such Holder in writing
expressly for inclusion in any of the foregoing documents. In no event shall any
Holder be required to pay indemnification hereunder (or contribution under
Section 7(d) below) in an aggregate amount in excess of the net proceeds
received by such Holder in the subject offering. This indemnity shall not apply
to amounts paid in settlement of any such loss, claim, damage, liability or
action if such settlement is effected without the consent of the subject Holder,
which consent shall not be unreasonably withheld or delayed.

     7. Additional Provisions.

         (a) Each Holder and each other Person indemnified pursuant to Section 5
above shall, in the event that it receives notice of the commencement of any
action against it which is based upon an alleged act or omission which, if
proven, would result in the Company's having to indemnify it pursuant to Section
5 above, promptly notify the Company, in writing, of the commencement of such
action and permit the Company, if the Company so notifies such Holder within
twenty (20) days after receipt by the Company of notice of the commencement of
the action, to participate in and to assume the defense of such action with
counsel reasonably satisfactory to such Holder; provided, however, that such
Holder or other indemnified person shall be entitled to retain its own counsel
at its own expense (except that the indemnifying party shall bear the expense of
such separate counsel if representation of both parties by the same counsel
would be inappropriate due to actual or potential conflicts of interest). The
failure to notify the Company promptly of the commencement of any such action
shall not relieve the Company of any liability to indemnify such Holder or such
other indemnified person, as the case may be, under Section 5 above, except to
the extent that the Company shall be actually prejudiced or shall suffer any
loss by reason of such failure to give notice, and shall not relieve the Company
of any other liabilities which it may have under this or any other agreement.

         (b) The Company and each other Person indemnified pursuant to Section 6
above shall, in the event that it receives notice of the commencement of any
action against it which is based upon an alleged act or omission which, if
proven, would result in any Holder having to indemnify it pursuant to Section 6
above, promptly notify such Holder, in writing, of the commencement of such
action and permit such Holder, if such Holder so notifies the Company within
twenty (20) days after receipt by such Holder of notice of the commencement of
the action, to participate in and to assume the defense of such action with
counsel reasonably satisfactory to the Company; provided, however, that the
Company or other indemnified person shall be entitled to retain its own counsel
at the Company's expense. The failure to notify any Holder promptly of the
commencement of any such action shall not relieve such Holder of liability to
indemnify the Company or such other indemnified person, as the case may be,
under Section 6 above, except to the extent that the subject Holder shall be
actually prejudiced or shall suffer any loss by reason of such failure to give
notice, and shall not relieve such Holder of any other liabilities which it may
have under this or any other agreement.


                                       10
<PAGE>

         (c) No indemnifying party, in the defense of any such claim or
litigation, shall, except with the consent of each indemnified person who is
party to such claim or litigation, consent to entry of any judgment or enter
into any settlement that does not include as an unconditional term thereof the
giving by the claimant or plaintiff to such indemnified person of a release from
all liability in respect to such claim or litigation. Each such indemnified
person shall furnish such information regarding itself or the claim in question
as an indemnifying party may reasonably request in writing and as shall be
reasonably required in connection with defense of such claim and litigation
resulting therefrom.

         (d) If the indemnification provided for in Section 5 and 6 is
unavailable or insufficient to hold harmless an indemnified party, then, subject
to the limits set forth in Section 6(b) above, each indemnifying party shall
contribute to the amount paid or payable by such indemnified party as a result
of the expenses, claims, losses, damages or liabilities (or actions or
proceedings in respect thereof) referred to in Section 5 and 6, in such
proportion as is appropriate to reflect the relative fault of the Company on the
one hand and the sellers of Shares on the other hand in connection with
statements or omissions which resulted in such losses, claims, damages or
liabilities (or actions or proceedings in respect thereof) or expenses, as well
as any other relevant equitable considerations. The relative fault shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the Company or the sellers of
Shares and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such untrue statement or omission. The Company
and the Holders agree that it would not be just and equitable if contributions
pursuant to this Section 7(d) were to be determined by pro rata allocation (even
if all sellers of Shares were treated as one entity for such purpose) or by
another method of allocation which does not take account of the equitable
considerations referred to in the first sentence of this Section. The amount
paid by an indemnified person as a result of the expenses, claims, losses,
damages or liabilities (or actions or proceedings in respect thereof) referred
to in the first sentence of this Section 7(d) shall be deemed to include any
legal or other expenses reasonably incurred by such indemnified person in
connection with investigating or defending any claim, action or proceeding which
is the subject of this Section 7(d). No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. The obligations of sellers of Shares to contribute pursuant
to this Section 7(d) shall be several in proportion to the respective amounts of
Shares sold by them pursuant to a Registration Statement.

     8. Rule 144 Information. For so long as the Company shall remain a
reporting company under the Exchange Act, the Company will at all times keep
publicly available adequate current public information with respect to the
Company of the type and in the manner specified in Rule 144(c) promulgated under
the Act.

     9. Limitations on Subsequent Registration Rights. From and after the date
of this Agreement, the Company shall not, without the prior written consent of
the Holders of a majority of the Registrable Shares then outstanding, enter into
any agreement with any holder or prospective holder of any securities of the
Company which would allow such holder or prospective holder to include such
securities in any Registration filed under Section 2 hereof,


                                       11
<PAGE>

unless under the terms of such agreement, such holder or prospective holder may
include such securities in any such Registration only to the extent that the
inclusion of its securities will not reduce the amount of the Registrable Shares
of the Holders which is included in such Registration. 10. Notices. All notices,
requests, demands and other communications required or permitted under this
Agreement shall be in writing and shall be given by personal delivery, by
telecopier (with confirmation of receipt), by recognized overnight courier
service (with all charges prepaid or billed to the account of the sender), or by
certified or registered mail, return receipt requested, and with postage
prepaid, addressed (a) if to the Company, at its office at 707 Westchester
Avenue, Suite L7, White Plains, New York 10604, Attention: Mr. James D.
Burchetta, Chief Executive Officer, Telecopier: (914) 428-3044, or such other
address or telecopier number as shall have been specified by the Company to the
Holders by written notice, or (b) if to any Holder, at his, her or its address
or telecopier number as same appears on the records of the Company. All notices
shall be deemed to have been given either at the time of the delivery or
telecopy (with confirmation of receipt) thereof, or, if sent by overnight
courier, on the next business day following delivery thereof to the overnight
courier service, or, if mailed, at the completion of the third business day
following the time of such mailing.

     11. Waiver and Amendment. No amendment or modification of this Agreement,
or any waiver of any performance hereunder, shall be valid unless made in
writing and signed by the party to be charged therewith.

     12. Governing Law. This Agreement shall be construed and interpreted and
the rights granted herein governed in accordance with the laws of the State of
New York applicable to contracts made and to be performed wholly within such
State.

     13. Non-Assignability; Binding Effect. Neither this Agreement, nor any of
the rights or obligations of the parties hereunder, shall be assignable by any
party hereto without the prior written consent of the other parties, except that
the rights of the Seller hereunder may be enforced by the Seller Members upon a
distribution of Shares to such Seller Members or enforced by any other Holder of
Registrable Shares. Otherwise, this Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their respective successors and
permitted assigns.

     14. Captions. The Section headings used in this Agreement are included for
purposes of convenience only, and shall not affect the construction or
interpretation of any of the provisions hereof.

     15. Gender. All pronouns used in this Agreement in the masculine, feminine
or neuter gender shall, as the context may allow, also refer to each other
gender.

     16. Entire Agreement. This Agreement and the Purchase Agreement constitutes
the entire agreement between the parties pertaining to the subject matter
hereof, and supersedes all prior agreements or understandings as to such subject
matter, including the letter of intent, dated March 13, 2007, among certain of
the parties to the Purchase Agreement. No waiver of any of the provisions of
this Agreement shall be deemed, or shall constitute, a waiver of any other


                                       12
<PAGE>

provisions, whether or not similar, nor shall any waiver constitute a continuing
waiver. No waiver shall be binding unless executed in writing by the party
making the waiver. If any provision of this Agreement shall be determined by a
court of competent jurisdiction or by a duly appointed arbitrator to be
unenforceable to any extent or in any respect, then such provision shall be
modified in scope or effect, or shall be excised from this Agreement, only to
such extent as may be required to render such provision valid and enforceable,
and the remainder of this Agreement shall be unaffected.

     17. Reliance and Benefit. This Agreement is intended to benefit, and may be
relied upon by, all Holders from time to time, as if such Holders were expressly
named herein, party hereto and signatory hereon.

     18. Parties in Interest. Nothing in this Agreement, whether expressed or
implied, is intended to confer any rights or remedies under or by reason of this
Agreement on any persons other than the parties to it and their respective
successors and permitted assigns, nor is anything in this Agreement intended to
relieve or discharge the obligations or liability of any third persons to any
party to this Agreement, nor shall any provision give any third persons any
right of subrogation or action over or against any party to this Agreement.

     19. Counterparts; Fax Signatures. This Agreement may be executed
simultaneously in any number of counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument. This Agreement may be executed by means of fax, electronic or
portable document format signatures, which shall have the same binding legal
effect as original ink signatures.



                  [Remainder of Page Intentionally Left Blank]


                                       13
<PAGE>


         IN WITNESS WHEREOF, the Company and each of the other signatories
hereto has executed , or has caused to be executed, this Agreement as of the
date first set forth above.

                                   DEBT RESOLVE, INC.


                                   By:
                                      -------------------------------
                                        Name:
                                        Title:

Accepted and Confirmed by the following Holders:

CREDINT HOLDINGS, LLC

By:
   -------------------------------
   Name:
   Title:

PRAIRIE CAPITAL III, L.P.

By: Daniels & King Capital III, LLC
Its: General Partner


By:
   -------------------------------
Bryan C. Daniels, Member


PRAIRIE CAPITAL III QP, L.P.


By: Daniels & King Capital III, LLC
Its: General Partner


By:
   -------------------------------
Bryan C. Daniels, Member


JPM MEZZANINE CAPITAL, LLC,
  successor in interest to JPMorgan Mezzanine
  Corporation (f/k/a Banc One Mezzanine Corporation)


By: _____________________________________
Name: John M. Buley
Title: Chairman
MADISON CAPITAL FUNDING, LLC


                                       14
<PAGE>

By:
   ----------------------------------
Name:
Title:

-------------------------------------
W. Thomas Caffery

-------------------------------------
Bruce Gray

-------------------------------------
John Farinacci

-------------------------------------
Gary Holter

-------------------------------------
Tom Hinman

------------------------------------
Shawn Costanzo

------------------------------------
Larry Rizzo

-------------------------------------
Brent Henderson

-------------------------------------
Barb Wagner

-------------------------------------
Linda Schulz


                                       15
<PAGE>


-------------------------------------
Jason Lehr


-------------------------------------
Chris Costanzo


-------------------------------------
Thomas Wilcox


-------------------------------------
David Young


-------------------------------------
Thomas Faso, Jr.


                                       16
<PAGE>


                                    Exhibit B

                           Indemnification Percentages

                    Holder                Percentage
                                        Indemnification
Prairie Capital III, L.P.                            24.80%
Prairie Capital III QP, L.P.                         24.80%
W. Thomas Caffery                                    18.82%
Madison Capital Funding LLC                           4.92%
JPM Mezzanine Capital, LLC                            6.61%
Bruce Gray                                            8.35%
Gary Holter                                           4.84%
John Farinacci                                        2.97%
Thomas Hinman                                         0.92%
Shawn Costanzo                                        0.92%
Lawrence Rizzo                                        0.87%
Brent Henderson                                       0.40%
Barbara Wagner                                        0.40%
Linda Schulz                                          0.40%
                                    ------------------------
                                                                         100.00%

</TEXT>
</DOCUMENT>
