Asset Purchase Agreement

Ex 2.1

ASSET PURCHASE AGREEMENT

by and among

TALX Corporation

and

Sheakley-Uniservice, Inc., Sheakley Interactive Services, LLC and Larry Sheakley

Dated March 22, 2004

TABLE OF CONTENTS

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ASSET PURCHASE AGREEMENT

     This Asset Purchase Agreement (“Agreement”) is dated March 22, 2004, by and among TALX Corporation, a Missouri corporation (“Buyer”), and Sheakley-Uniservice, Inc., an Ohio corporation and Sheakley Interactive Services, LLC, an Ohio limited liability company (“Sheakley-Uniservice, Inc., and its wholly-owned subsidiary, Sheakley Interactive Services, LLC being collectively referred to as the “Seller”), and for purposes of Section 10.3 only, Larry Sheakley (“LAS”).

RECITALS

     Seller desires to sell, and Buyer desires to purchase, the Assets of Seller related to the Businesses for the consideration and on the terms set forth in this Agreement.

     The parties, intending to be legally bound, agree as follows:

1. DEFINITIONS AND USAGE

     1.1 Definitions

               For purposes of this Agreement, the following terms and variations thereof have the meanings specified or referred to in this Section 1.1:

               “Accounts Receivable”–(a) all trade accounts receivable and other rights to payment from Customers of Seller generated exclusively in the Businesses and the full benefit of all security for such accounts or rights to payment, including all trade accounts receivable representing amounts receivable in respect of services rendered to Customers of Seller exclusively in connection with the Businesses, (b) all other accounts or notes receivable of Seller in connection with the Businesses and the full benefit of all security for such accounts or notes and (c) any claim, remedy or other right related to any of the foregoing.

               “Active Employees”–all employees employed on the Closing Date by Seller in connection with the Businesses, including employees on temporary leave of absence, including family medical leave, military leave, temporary disability or sick leave, but excluding employees on long-term disability leave.

               “Administrative Agreements” – All purchase orders, supplier agreements, equipment leases and contract rights and agreements (other than Service Agreements or Real Property Leases) Seller has entered into solely in connection with the Businesses which are listed on Exhibit 1.1(a) and any other administrative agreement incurred in the Ordinary Course of Business, the cost of which is reflected on the Financial Statements of the Sellers referred to in Section 3.4.

               “Assets”–as defined in Section 2.1.

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               “Assigned Contracts” – The Administrative Agreements described in Section 2.1(c), the Service Agreements described in Section 2.1(d) and the Real Property Leases described in Section 2.1(i).

               “Assignment and Assumption Agreement”–as defined in Section 2.6(a)(ii).

               “Assumed Liabilities”–as defined in Section 2.4(a).

               “Bill of Sale”–as defined in Section 2.6(a)(i).

               “Breach”–any breach of, or any inaccuracy in, any representation or warranty or any breach of, or failure to perform or comply with, any covenant or obligation, in or of this Agreement or any other Contract, or any event which with the passing of time or the giving of notice, or both, would constitute such a breach, inaccuracy or failure.

               “Business Day”–any day other than (a) Saturday or Sunday or (b) any other day on which banks in Missouri are permitted or required to be closed.

               “Businesses”—Seller’s unemployment compensation business, employment verification business and pre-applicant screening business, including the business conducted by SIS, but not including the unemployment compensation services provided to Excluded Customers as listed on Exhibit 1.1(b).

               “Buyer”–as defined in the first paragraph of this Agreement.

               “Buyer Indemnified Persons”–as defined in Section 11.2.

               “Closing”–as defined in Section 2.5.

               “Closing Date”–the date on which the Closing actually takes place.

               “COBRA”–as defined in Section 3.16(f).

               “Code”–the Internal Revenue Code of 1986, as amended.

               “Commercially Reasonable Efforts” – The efforts that a prudent Person desirous of achieving a result would use in similar circumstances to achieve that result as expeditiously as possible, provided however, commercially reasonable efforts will not be deemed to require a Person to undertake extraordinary or unreasonable measures, including the payment of amounts in excess of normal and usual filing fees and processing fees, if any, or other payments with respect to any Contract that are significant in the context of such Contract (or significant on an aggregate basis as to all Contracts).

               “Confidential Information”–as defined in Section 12.1.

               “Consent”–any approval, consent, ratification, waiver or other authorization.

               “Contemplated Transactions”–all of the transactions contemplated by this Agreement.

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               “Contract”–any agreement, contract, Lease, consensual obligation, promise or undertaking (whether written or oral and whether express or implied), whether or not legally binding.

               “Copyrights”–as defined in Section 3.7(a)(iii).

               “Customers” – those entities for whom Seller provides services in the Businesses as of March 22, 2004, but not including those Excluded Customers listed on Exhibit 1.1(b) or described in Section 10.3(d) as Excluded Customers for whom Seller provides unemployment compensation services. If Seller provides employment verification services or pre-application screening services for an Excluded Customer, the Excluded Customer will be deemed a Customer for the employment verification business and/or pre-application screening business, but not for the unemployment compensation business.

               “Damages”–as defined in Section 11.2.

               “Disclosure Letter”–the disclosure letter delivered by Seller to Buyer concurrently with the execution and delivery of this Agreement, as further described in Section 13.8.

               “Effective Time”–12:01 a.m. on the day after the Closing Date.

               “Encumbrance”–any charge, claim, community or other marital property interest, condition, equitable interest, lien, option, pledge, security interest, mortgage, right of way, easement, encroachment, servitude, right of first option, right of first refusal or similar restriction, including any restriction on use, voting (in the case of any security or equity interest), transfer, receipt of income or exercise of any other attribute of ownership.

               “Environmental Law”–any Law relating to the protection of health or the environment, including without limitation: the Clean Air Act, the Federal Water Pollution Control Act, the Resource Conservation and Recovery Act, the Comprehensive Environmental Response, Compensation and Liability Act, the Toxic Substance Control Act, any comparable state or foreign law, and the common law, including the law of nuisance and strict liability.

               “Environmental Permits”–all permits, registrations, approvals, licenses, filings and submissions to any Government or other authority required by or made by or on behalf of the Companies under or pursuant to any Environmental Law.

               “ERISA”–the Employee Retirement Income Security Act of 1974.

               “Escrow Agreement”–as defined in Section 2.6(a)(vi).

               “Exchange Act”–the Securities Exchange Act of 1934.

               “Excluded Assets”–as defined in Section 2.2.

               “Excluded Customers” – those customers of Seller’s unemployment compensation services listed on Exhibit 1.1(b) or described in Section 10.3(d) for whom Seller provides unemployment compensation services. If Seller provides employment verification services or pre-

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application screening services for an Excluded Customer, the Excluded Customer shall be deemed a Customer for the employment verification and/or pre-application screening businesses only.

               “Exhibit”–a part or section of the Disclosure Letter.

               “GAAP”–generally accepted accounting principles for financial reporting in the United States, applied on a basis consistent with the basis on which the Financial Statements referred to in Section 3.4 were prepared.

               “Governing Documents”–with respect to any particular entity, (a) if a corporation, the articles or certificate of incorporation and the bylaws; (b) if a general partnership, the partnership agreement and any statement of partnership; (c) if a limited partnership, the limited partnership agreement and the certificate of limited partnership; (d) if a limited liability company, the articles of organization and operating agreement; (e) if another type of Person, any other charter or similar document adopted or filed in connection with the creation, formation or organization of the Person; (f) all equity holders’ agreements, voting agreements, voting trust agreements, joint venture agreements, registration rights agreements or other agreements or documents relating to the organization, management or operation of any Person or relating to the rights, duties and obligations of the equity holders of any Person; and (g) any amendment or supplement to any of the foregoing.

               “Governmental Authorization”–any Consent, license, registration or permit issued, granted, given or otherwise made available by or under the authority of any Governmental Body or pursuant to any Legal Requirement.

               “Governmental Body”–any:

          (a) nation, state, county, city, town, borough, village, district or other jurisdiction;

          (b) federal, state, local, municipal, foreign or other government;

          (c) governmental or quasi-governmental authority of any nature (including any agency, branch, department, board, commission, court, tribunal or other entity exercising governmental or quasi-governmental powers);

          (d) multinational organization or body;

          (e) body exercising, or entitled or purporting to exercise, any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power; or

          (f) official of any of the foregoing.

               “Indemnified Person”–as defined in Section 11.7.

               “Indemnifying Person”–as defined in Section 11.7.

               “Intellectual Property Assets”–as defined in Section 3.7(a).

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               “IRCA”–the Immigration Reform and Control Act of 1986 and the rules and regulations thereunder.

               “IRS”–the United States Internal Revenue Service and, to the extent relevant, the United States Department of the Treasury.

               “Knowledge”–an individual will be deemed to have Knowledge of a particular fact or other matter if that individual is actually aware of that fact or matter. To the extent related to the representations and warranties made by Seller herein, Knowledge, or any similar phrase, shall mean the knowledge of Larry A. Sheakley, Matthew Sheakley, Thomas E. Pappas, Jr., Thomas J. Wurtz, Jim Hathaway, Eleni Liston and, with respect to SIS only, Neal Packard.

               “Land”–all parcels and tracts of land in which Seller has an ownership interest.

               “LAS”–Larry Sheakley, a resident of Cincinnati, Ohio, who is a Related Person to the owner of all of the issued and outstanding shares of capital stock of Sheakley-Uniservice, Inc.

               “Lease”–any Real Property Lease or any lease or rental agreement, license, right to use or installment and conditional sale agreement to which Seller is a party and any other Seller Contract pertaining to the leasing or use of any Tangible Personal Property.

               “Legal Requirement”–any federal, state, local, municipal, foreign, international, multinational or other constitution, law, ordinance, principle of common law, code, regulation, statute or treaty.

               “Liability”–with respect to any Person, any liability or obligation of such Person of any kind, character or description, whether known or unknown, absolute or contingent, accrued or unaccrued, disputed or undisputed, liquidated or unliquidated, secured or unsecured, joint or several, due or to become due, vested or unvested, executory, determined, determinable or otherwise, and whether or not the same is required to be accrued on the financial statements of such Person.

               “Licensed Marks”–the Marks to be licensed to Buyer by Seller pursuant to the Transition Services Agreement and identified in such Agreement, including but not limited to: Sheakley-Uniservice, Sheakley, www1.sheakley.com, esp.accufacts.com/sheakley/login.asp, www2.advancedhr.com, www.advancedhr.com, and www.Sheakley.com.

               “Marks”–as defined in Section 3.7(a)(i).

               “Notice of Dispute” means a written notice by Seller to Buyer delivered pursuant to Section 2.7, specifying in reasonable detail all points of disagreement with the Buyer’s calculations pursuant to Section 2.7.

               “Occupational Safety and Health Law”–any Legal Requirement designed to provide safe and healthful working conditions and to reduce occupational safety and health hazards, including the Occupational Safety and Health Act, and any program, whether governmental or private (such as those promulgated or sponsored by industry associations and insurance companies), designed to provide safe and healthful working conditions.

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               “Order”–any order, injunction, judgment, decree, ruling, assessment or arbitration award of any Governmental Body or arbitrator.

               “Ordinary Course of Business”–an action taken by a Person will be deemed to have been taken in the Ordinary Course of Business only if that action:

          (a) is consistent in nature, scope and magnitude with the past practices of such Person and is taken in the ordinary course of the normal, day-to-day operations of such Person;

          (b) does not require authorization by the board of directors or shareholders of such Person (or by any Person or group of Persons exercising similar authority) and does not require any other separate or special authorization of any nature; and

          (c) is similar in nature, scope and magnitude to actions customarily taken, without any separate or special authorization, in the ordinary course of the normal, day-to-day operations of other Persons that are in the same line of business as such Person.

               “PBGC”–Pension Benefit Guaranty Corporation

               “Patents”–as defined in Section 3.7(a)(ii).

               “Permitted Encumbrances”–as defined in Section 3.9.

               “Person”–an individual, partnership, corporation, business trust, limited liability company, limited liability partnership, joint stock company, trust, unincorporated association, joint venture or other entity or a Governmental Body.

               “Plan”–any agreement, arrangement, plan, or policy, whether or not legally binding and whether or not written, that involves (a) any pension, retirement, profit sharing, deferred compensation, bonus, stock option, stock purchase, phantom stock, health, welfare, or incentive plan; or (b) welfare or “fringe” benefits, including without limitation vacation, severance, disability, medical, hospitalization, dental, life and other insurance, tuition, Company car, club dues, sick leave, maternity, paternity or family leave, or other benefits; or (c) any employment, consulting, engagement, or retainer agreement or arrangement.

               “Proceeding”–any action, arbitration, audit, hearing, investigation, litigation or suit (whether civil, criminal, administrative, judicial or investigative, whether formal or informal, whether public or private) commenced, brought, conducted or heard by or before, or otherwise involving, any Governmental Body or arbitrator.

               “Prepayment Value”–as defined in Section 2.3(a).

               “Promissory Note”–as defined in Section 2.6(b)(ii).

               “Purchase Price”–as defined in Section 2.3.

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               “Real Property”–the Land, all buildings, structures, fixtures and improvements located on the Land, and all privileges, rights, easements, hereditaments and appurtenances belonging to or for the benefit of the Land, and all property subject to a ground Lease.

               “Real Property Leases”–the Leases of Real Property listed on Exhibit 1.1(c).

               “Record”–information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.

               “Related Person”—

               With respect to a particular individual:

          (a) each other member of such individual’s Family;

          (b) any Person that is directly or indirectly controlled by any one or more members of such individual’s Family;

          (c) any Person in which members of such individual’s Family hold (individually or in the aggregate) a Material Interest; and

          (d) any Person with respect to which one or more members of such individual’s Family serves as a director, officer, partner, executor or trustee (or in a similar capacity).

          With respect to a specified Person other than an individual:

          (a) any Person that directly or indirectly controls, is directly or indirectly controlled by or is directly or indirectly under common control with such specified Person;

          (b) any Person that holds a Material Interest in such specified Person;

          (c) each Person that serves as a director, officer, partner, executor or trustee of such specified Person (or in a similar capacity);

          (d) any Person in which such specified Person holds a Material Interest; and

          (e) any Person with respect to which such specified Person serves as a general partner or a trustee (or in a similar capacity).

For purposes of this definition, (a) “control” (including “controlling,” “controlled by,” and “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise, and shall be construed as such term is used in the rules promulgated under the Securities Act of 1933, as amended; (b) the “Family” of an individual includes (i) the individual, (ii) the individual’s spouse, (iii) any other natural person who is related to the individual or the individual’s spouse within the second degree and (iv) any other natural person who resides with such individual; and (c) “Material Interest” means direct or indirect beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) of voting securities or

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other voting interests representing at least ten percent (10%) of the outstanding voting power of a Person or equity securities or other equity interests representing at least ten percent (10%) of the outstanding equity securities or equity interests in a Person.

               “Representative”–with respect to a particular Person, any director, officer, manager, employee, agent, consultant, advisor, accountant, financial advisor, legal counsel or other representative of that Person.

               “Retained Liabilities”–as defined in Section 2.4(b).

               “Revenue Value”–as used Section 2.7, the calculation of either the One Quarter SIS Revenue, the Two Quarter SIS Revenue, the Three Quarter SIS Revenue or the Four Quarter SIS Revenue, as applicable.

               “SEC”–the United States Securities and Exchange Commission.

               “Seller”–as defined in the first paragraph of this Agreement.

               “Seller Contract”–any Contract (a) under which Seller has or may acquire any rights or benefits in connection with the Businesses; (b) under which Seller in connection with the Businesses has or may become subject to any obligation or liability; or (c) by which Seller or any of the assets owned or used by Seller in connection with the Businesses is or may become bound.

               “Service Agreements”–all of Seller’s agreements to provide services exclusively related to the Businesses to Customers, which agreements are listed on Exhibit 1.1(d) or are similar agreements entered into in the Ordinary Course of Business, but excluding such agreements with Excluded Customers. Exhibit 1.1(d) also lists the annual revenue for each customer under its Service Agreement for the year ended December 31, 2003, adjusted to delete the billed revenue of customers whose agreements have terminated prior to December 31, 2003, and adjusted with respect to customers that were procured after January 1, 2003 to indicate projected annual billed revenues that would have been attributed to such customers had they been customers for the full calendar year.

               “Sheakley-Uniservice”–Sheakley-Uniservice, Inc., an Ohio corporation.

               “SIS”–Sheakley Interactive Services, LLC, an Ohio limited liability company.

               “SIS Revenue”–the revenue of SIS for the applicable period, calculated in accordance with GAAP and consistently with past practices.

               “SIS Shortfall”–as defined in Section 2.7(e).

               “Software”–all computer software and subsequent versions thereof, including source code, object, executable or binary code, objects, comments, screens, user interfaces, report formats, templates, menus, buttons and icons and all files, data, materials, manuals, design notes and other items and documentation related thereto or associated therewith.

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               “Subsidiary”–with respect to any Person (the “Owner”), any corporation or other Person of which securities or other interests having the power to elect a majority of that corporation’s or other Person’s board of directors or similar governing body, or otherwise having the power to direct the business and policies of that corporation or other Person (other than securities or other interests having such power only upon the happening of a contingency that has not occurred), are held by the Owner or one or more of its Subsidiaries.

               “Tangible Personal Property”–all machinery, equipment, tools, furniture, office equipment, computer hardware, supplies, materials, vehicles and other items of tangible personal property (other than inventories) of every kind owned or leased by Seller (wherever located and whether or not carried on Seller’s books), together with any express or implied warranty by the manufacturers or sellers or lessors of any item or component part thereof and all maintenance records and other documents relating thereto.

               “Tax”–any income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, property, environmental, windfall profit, customs, vehicle, airplane, boat, vessel or other title or registration, capital stock, franchise, employees’ income withholding, foreign or domestic withholding, social security, unemployment, disability, real property, personal property, sales, use, transfer, value added, alternative, add-on minimum and other tax, fee, assessment, levy, tariff, charge or duty of any kind whatsoever and any interest, penalty, addition or additional amount thereon imposed, assessed or collected by or under the authority of any Governmental Body, whether or not disputed and including any obligations to indemnify or otherwise assume or succeed to the Tax liability of any other Person.

               “Tax Return”–any return (including any information return), report, statement, schedule, notice, form, declaration, claim for refund or other document or information filed with or submitted to, or required to be filed with or submitted to, any Governmental Body in connection with the determination, assessment, collection or payment of any Tax or in connection with the administration, implementation or enforcement of or compliance with any Legal Requirement relating to any Tax, including any schedule or attachment thereto, and including any amendment or supplement thereof.

               “Third Party”–a Person that is not a party to this Agreement.

               “Third-Party Claim”–any claim against any Indemnified Person by a Third Party, whether or not involving a Proceeding.

               “Transition Services Agreement”–as defined in Section 2.6(a)(v).

     1.2 Usage

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2. SALE AND TRANSFER OF ASSETS; CLOSING

     2.1 Assets To Be Sold

               Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, but effective as of the Effective Time, Seller shall sell, convey, assign, transfer and deliver to Buyer (or Buyer’s assignee as permitted by Section 13.10), and Buyer (or Buyer’s assignee) shall purchase and acquire from Seller, free and clear of any Encumbrances other than Permitted Encumbrances, all of Seller’s right, title and interest in and to all of Seller’s property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, belonging to Seller and used exclusively in the Businesses, including the following (but excluding the Excluded Assets):

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               All of the property and assets to be transferred to Buyer hereunder are herein referred to collectively as the “Assets.” Notwithstanding the foregoing, the transfer of the Assets pursuant to this Agreement shall not include the assumption of any Liability related to the Assets unless Buyer expressly assumes that Liability pursuant to Section 2.4(a).

     2.2 Excluded Assets

               Notwithstanding anything to the contrary contained in Section 2.1 or elsewhere in this Agreement, the following assets of Seller (collectively, the “Excluded Assets”) are not part of the sale and purchase contemplated hereunder, are excluded from the Assets and shall remain the property of Seller after the Closing:

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               Seller is a member of an affiliated group of entities, which affiliated entities (other than Seller and SIS) are not parties to this Agreement. The Assets include only those Assets used exclusively in the Businesses of Seller and SIS and not otherwise excluded hereunder, and shall not include assets used in any manner by any of their affiliated entities.

               It is the intent of the Buyer and Seller that Seller will receive and retain all payments from Customers for services rendered by the Businesses prior to the Closing and that Buyer will receive all payments from Customers for services rendered by the Businesses after the Closing. Payments by Customers for services, some of which are performed prior to the Closing and some of which are to be performed by Buyer following the Closing, will be allocated between Buyer and Seller based upon the time period covered by the invoice for such services and the Closing date as provided herein. Amounts received on invoices for such services will be prorated, with Seller receiving and retaining a fractional part of such invoice amounts, the numerator of such fraction being the number of months beginning with the first day of the invoice period and ending with the Closing, and the denominator of which shall be the total number of months covered by the invoice. Buyer shall receive all remaining amounts collected from such invoices.

     2.3 Consideration

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     2.4 Liabilities

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     2.5 Closing

               The purchase and sale provided for in this Agreement (the “Closing”) will take place at the offices of Bryan Cave LLP, commencing at 10:00 a.m. c.s.t. on March 31, 2004, unless Buyer and Seller otherwise agree. Subject to the provisions of Article 9, failure to consummate the purchase and sale provided for in this Agreement on the date and time and at the place determined pursuant to this Section 2.5 will not result in the termination of this Agreement and will not relieve any party of any obligation under this Agreement. In such a situation, the Closing will occur as soon as practicable, subject to Article 9.

     2.6 Closing Obligations

               In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing:

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     2.7 Purchase Price Estimate; Adjustments

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3. REPRESENTATIONS AND WARRANTIES OF SELLER

               Seller hereby makes the following representations and warranties, each of which is true and correct on the date hereof and, except for changes expressly permitted by this Agreement, shall be true and correct on the Closing Date and each of which shall survive the Closing Date and the transactions contemplated hereby:

     3.1 Organization and Good Standing

     3.2 Enforceability; Authority; No Conflict

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     3.3 Capitalization of SIS

               Seller owns one hundred percent (100%) of the units/membership interests of SIS. Seller is the record and beneficial owner and holder of the units/interests, free and clear of all Encumbrances. There are no Contracts relating to the issuance, sale or transfer of any equity securities or other securities of SIS.

     3.4 Financial Statements

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               Exhibit 3.4 contains: (a) unaudited statements of income in connection with the Businesses of Sheakley-Uniservice, Inc. for the twelve (12) months ending December 31, 2001, December 31, 2002 and December 31, 2003, and (b) the unaudited statement of income of SIS for the twelve (12) month period ended December 31, 2003 (collectively, the “Financial Statements”). The Financial Statements fairly present the results of operations for the periods referred to in such Financial Statements, all in accordance with GAAP, subject to normal recurring year-end adjustments (the effect of which will not individually or in the aggregate, be significant) and the absence of notes, and have been prepared from, and are consistent with, the books and records of Seller. Seller has also delivered to Buyer copies of all letters from Seller’s auditors to Seller’s board of directors or the audit committee thereof during the thirty-six (36) months preceding the execution of this Agreement, together with copies of all responses thereto.

     3.5 Books and Records

     3.6 Sufficiency of Assets

               Except for those Excluded Assets described in Section 2.2, the Assets constitute all of the assets, tangible and intangible, of any nature whatsoever, owned by Seller and used exclusively in the Businesses. Except for those Excluded Assets and the benefits of the Retained Assets to be provided by Seller under the Transition Services Agreement, the Assets constitute all of the assets utilized by Seller prior to Closing in connection with the operation of the Businesses.

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     3.7 Intellectual Property Assets

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     3.8 Real Estate.

     3.9 Title to Assets; Encumbrances

Except for the Intellectual Property Assets addressed in Section 3.7(c) above, Seller owns good and transferable title to all of the Assets free and clear of any Encumbrances other than those described in Exhibit 3.9 (“Encumbrances”). Seller warrants to Buyer that, at the time of Closing, all other Assets shall be free and clear of all Encumbrances other than those identified on Exhibit 3.9 as acceptable to Buyer (“Permitted Encumbrances”).

     3.10 Condition of Tangible Personal Property

               Each item of Tangible Personal Property is operational and is suitable for immediate use in the Ordinary Course of Business. All Tangible Personal Property used in the Businesses is in the possession of Seller. Seller has made no prepayments under the Administrative Agreements.

     3.11 [Intentionally Left Blank]

     3.12 Taxes

               To Seller’s Knowledge,

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     3.13 No Material Adverse Change

               Since December 31, 2003, to Seller’s Knowledge, there has not been any material adverse change in the business, operations, assets, results of operations or condition (financial or other) of Seller in connection with the Businesses, and no event has occurred or circumstance exists (other than general economic or business conditions) that may result in such a material adverse change. Since December 31, 2003, Seller has operated the Businesses only in the Ordinary Course of Business. Exhibit 3.13(a) contains (i) a list of Customers for the SIS and employment compensation lines of business comprising the twenty-five (25) Customers generating the largest revenues and (ii) a list of Customers for the employment verification business comprising the twenty-five (25) Customers generating the largest number of records in the year ended December 31, 2003 (the “Top Customer List”). To Seller’s Knowledge, no Customer listed on the Top Customer List has cancelled, or has indicated to Seller its intention to cancel, its Service Agreement with the Seller. Since December 31, 2003, Seller has entered into Service Agreements only in the Ordinary Course of Business. Exhibit 3.13(b) contains a Customer “roll forward” for the unemployment compensation line of business, including new sales, cancellations, fees recovered through contract review, fee increases and fee reductions for the period from January 1, 2004 through March 18, 2004, prepared by Seller in the Ordinary Course of Business. The revenue figures contained therein are projections prepared in the Ordinary Course of Business by Seller and

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Seller does not represent or warrant that Buyer will realize such revenues in the operations of the Businesses following the Effective Time.

     3.14 Employee Benefits

     3.15 Compliance With Legal Requirements; Governmental Authorizations

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     3.16 Legal Proceedings; Orders

     3.17 Absence of Certain Changes and Events

               Except as set forth in Exhibit 3.17, since December 31, 2003, Seller has conducted the Businesses only in the Ordinary Course of Business and, in connection with the Businesses, there has not been any:

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     3.18 Contracts; No Defaults

               (a) Exhibits 1.1(a), 1.1(c) and 1.1(d) together contain accurate and complete information regarding, and Seller has delivered to Buyer accurate and complete copies of, all of the Assigned Contracts, including any amendments, supplements and modification of any Assigned Contract. Any oral contract included in the Assigned Contracts has been described in reasonable detail on Exhibits 1.1(a), 1.1(c) and 1.1(d), as applicable.

               (b) To the Knowledge of Seller, each Assigned Contract, except for Assigned Contracts that have expired by their terms, is in full force and effect and is valid and enforceable in accordance with its terms. All powers of attorney with respect to the Service Agreements are valid and enforceable in accordance with their terms.

               (c) Except as set forth on Exhibit 3.18(c):

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               (d) No Assigned Contract contains covenants that in any way purport to restrict Seller’s business activities or limit the freedom of Seller to engage in any line of business or to compete with any Person.

               (e) There are no renegotiations of, attempts to renegotiate or outstanding rights to renegotiate any material amounts paid or payable to Seller under any Assigned Contract with any Person having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiation.

               (f) Buyer acknowledges that Seller has continued to provide services to certain Customers listed on Exhibit 1.1(d) even though the Service Agreements with those Customers have expired by their terms. The fact that such Service Agreements have expired and may no longer be enforceable shall not be a Breach of any of Seller’s representations or warranties in this Agreement.

     3.19 Environmental Matters

               Seller is not in violation of and has not violated any Environmental Law or any Occupational Safety and Health Law. Seller has obtained and is in compliance with all necessary Environmental Permits, and no deficiencies have been asserted by any Governmental Body with respect to such items. There never has been pending or, to the Knowledge of Seller, threatened against Seller any Proceeding, hearing, study, inquiry or investigation based on or related to any Environmental Permit or any Environmental Law.

     3.20 Employees

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     3.21 Labor Disputes; Compliance

     3.22 Accounts Receivable

               All Accounts Receivable that are part of the Assets acquired by Buyer hereunder represent valid obligations arising from sales actually made in the Ordinary Course of Business. Except to the extent paid prior to the Closing Date, such Accounts Receivable will be as of the Closing Date current, valid, genuine and existing. There is no contest, claim, defense or right of setoff under any Contract with any account debtor of an Account Receivable acquired by Buyer relating to the amount or validity of such Account Receivable. Exhibit 3.22(a) contains a complete and accurate summary of the Accounts Receivable existing as of the date hereof. Exhibit 3.22(b)

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will contain as of Closing a complete and accurate list of all Accounts Receivable to be acquired by Buyer as of the Closing, which list sets forth the aging of each such Account Receivable.

     3.23 Brokers or Finders

               Neither Seller nor any of its Representatives have incurred any obligation or liability, contingent or otherwise, for brokerage or finders’ fees or agents’ commissions or other similar payments in connection with the Businesses or the Assets or the Contemplated Transactions.

     3.24 Disclosure

               No representation or warranty or other statement made by Seller in this Agreement, the Disclosure Letter, the certificates delivered pursuant to Section 2.6(a) or otherwise in connection with the Contemplated Transactions contains any untrue statement or omits to state a material fact necessary to make any of them, in light of the circumstances in which it was made, not misleading.

     3.25 Seller Systems

               Seller represents and warrants that the software, systems, methods, and products developed, employed, licensed, and used in the Businesses of SIS, and sold and transferred to Buyer under this Agreement, do not incorporate, determine, assess, or in any way measure or evaluate, the amount of time it takes a candidate to respond to questions presented, except only that if a response is not received within a preset interval, the question(s) may be repeated and/or the presentation of questions to the candidate may be terminated. Seller further represents and warrants that the software, systems, methods, and products developed, employed, licensed, and used in the Businesses, and transferred and sold to Buyer under this Agreement, do not incorporate or in any way use any non-linear branching or alteration of the sequence or composition of qualification questions presented and that the sequence and composition of qualification questions presented remains unaltered, except that if no response or an unsatisfactory response(s) is received, the presentation of questions to the candidate may be terminated.

4. REPRESENTATIONS AND WARRANTIES OF BUYER

               Buyer represents and warrants to Seller as follows:

     4.1 Organization and Good Standing

               Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Missouri, with full corporate power and authority to conduct its business as it is now conducted.

     4.2 Authority; No Conflict

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     4.3 Certain Proceedings

               There is no pending Proceeding that has been commenced against Buyer and that challenges, or may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Contemplated Transactions. To Buyer’s Knowledge, no such Proceeding has been threatened.

     4.4 Brokers or Finders

               Except for its obligation to CIBC World Markets Corp., neither Buyer nor any of its Representatives have incurred any obligation or liability, contingent or otherwise, for brokerage or finders’ fees or agents’ commissions or other similar payment in connection with the Contemplated Transactions.

     4.5 Funding

               Buyer presently has or will have at Closing all funds or financing in place necessary to pay and delivery to Seller the cash Purchase Price as contemplated hereby.

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     4.6 Claim for Breach by Buyer

               Except as has been discussed by Buyer and Seller, Buyer is not aware that any of the representations and warranties of Seller contained in this Agreement is untrue as of the date of this Agreement, nor is Buyer aware of any breach of any of Seller’s covenants or agreements to be performed by it at or prior to Closing. For purposes of this Section 4.6, awareness shall mean the awareness of Bill Canfield, Keith Graves or Thomas C. Werner.

5. COVENANTS OF SELLER PRIOR TO CLOSING

     5.1 Access and Investigation

               Between the date of this Agreement and the Closing Date, and upon reasonable advance notice received from Buyer, Seller shall:

     5.2 Operation of the Business of Seller

               Between the date of this Agreement and the Closing, Seller shall:

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     5.3 Approvals

               As promptly as practicable after the date of this Agreement, Seller shall make all filings required by Legal Requirements to be made by it in order to consummate the Contemplated Transactions. Seller also shall cooperate with Buyer and its Representatives with respect to any filings that Buyer elects to make or, pursuant to Legal Requirements, shall be required to make in connection with the Contemplated Transactions.

     5.4 Notification of Breaches; Updates to Disclosure Letter

               Between the date of this Agreement and the Closing, Seller shall promptly notify Buyer in writing if it becomes aware of (a) any fact or condition that causes or constitutes a Breach of any of Seller’s representations and warranties made as of the date of this Agreement or (b) the occurrence after the date of this Agreement of any fact or condition that would or be reasonably likely to (except as expressly contemplated by this Agreement) cause or constitute a Breach of any such representation or warranty had that representation or warranty been made as of the time of the occurrence of, or Seller’s discovery of, such fact or condition. Should any such fact or condition require any change to its Disclosure Letter, Seller shall promptly deliver to Buyer a supplement to the Disclosure Letter specifying such change. Such delivery shall not affect any rights of Buyer under Section 9.2 and Article 11. During the same period, Seller also shall promptly notify Buyer of the occurrence of any Breach of any covenant of Seller in this Article 5 or of the occurrence of any event that may make the satisfaction of the conditions in Article 7 impossible or unlikely.

     5.5 Change of Name.

               Effective immediately following the Closing, Seller shall change the name of “Sheakley Interactive Services, LLC” to such other name as Seller shall choose, provided that such name is not confusingly similar to “Sheakley Interactive Services”, “SIS” or any other name associated with the Business. From and after the Closing, Seller agrees that Seller shall not use and shall have not rights to use the name, trademark or servicemark “SIS” in connection with its business.

6. COVENANTS OF BUYER PRIOR TO CLOSING

     6.1 Approvals

               Buyer also shall cooperate, and cause its Related Persons to cooperate with Seller with respect to all filings Seller shall be required by Legal Requirements to make, provided, however, that Buyer shall not be required to dispose of or make any change to its business, expend any material funds or incur any other burden in order to comply with this Section 6.1. As promptly as practicable after the date of this Agreement, Buyer shall make, or cause to be made, any filings required by Legal Requirements to be made by it to consummate the Contemplated Transactions.

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7. CONDITIONS PRECEDENT TO BUYER’S OBLIGATION TO CLOSE

               Buyer’s obligation to purchase the Assets and to take the other actions required to be taken by Buyer at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Buyer, in whole or in part):

     7.1 Accuracy of Representations

               All of Seller’s representations and warranties in this Agreement shall have been accurate in all material respects as of the date of this Agreement, and shall be accurate in all material respects as of the time of the Closing as if then made, without giving effect to any supplement to the Disclosure Letter.

     7.2 Seller’s Performance

               All of the covenants and obligations that Seller is required to perform or to comply with pursuant to this Agreement at or prior to the Closing (considered collectively), and each of these covenants and obligations (considered individually), shall have been duly performed and complied with in all material respects.

     7.3 Additional Documents

               Seller shall have caused the documents and instruments required by Section 2.6(a) and the following documents to be delivered (or tendered subject only to Closing) to Buyer:

     7.4 No Proceedings

               Since the date of this Agreement, there shall not have been commenced or threatened against Buyer, or against any Related Person of Buyer, any Proceeding (a) involving any challenge to, or seeking Damages or other relief in connection with, any of the Contemplated Transactions or (b) that may have the effect of preventing, delaying, making illegal, imposing limitations or conditions on or otherwise interfering with any of the Contemplated Transactions.

8. CONDITIONS PRECEDENT TO SELLER’S OBLIGATION TO CLOSE

               Seller’s obligation to sell the Assets and to take the other actions required to be taken by Seller at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Seller in whole or in part):

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     8.1 Accuracy of Representations

               All of Buyer’s representations and warranties in this Agreement shall have been accurate in all material respects as of the date of this Agreement and shall be accurate in all material respects as of the time of the Closing as if then made.

     8.2 Buyer’s Performance

               All of the covenants and obligations that Buyer is required to perform or to comply with pursuant to this Agreement at or prior to the Closing (considered collectively), and each of these covenants and obligations (considered individually), shall have been performed and complied with in all material respects.

     8.3 Additional Documents

               Buyer shall have caused the documents and instruments required by Section 2.6(b) and such other documents as Seller may reasonably request to be delivered (or tendered subject only to Closing) to Seller.

     8.4 No Injunction

               Since the date of this Agreement, there shall not have been commenced or threatened against Seller, or against any Related Person of Seller, any Proceeding (a) involving any challenge to, or seeking Damages or other relief in connection with, any of the Contemplated Transactions or (b) that may have the effect of preventing, delaying, making illegal, imposing limitations or conditions on or otherwise interfering with any of the Contemplated Transactions.

9. TERMINATION

     9.1 Termination Events

               By notice given prior to or at the Closing, subject to Section 9.2, this Agreement may be terminated as follows:

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     9.2 Effect of Termination

               Each party’s right of termination under Section 9.1 is in addition to any other rights it may have under this Agreement or otherwise, and the exercise of such right of termination will not be an election of remedies. If this Agreement is terminated pursuant to Section 9.1, all obligations of the parties under this Agreement will terminate, except that the obligations of the parties in this Section 9.2 and Articles 12 and 13 (except for those in Section 13.5) will survive, provided, however, that, if this Agreement is terminated because of a Breach of this Agreement by the nonterminating party or because one or more of the conditions to the terminating party’s obligations under this Agreement is not satisfied as a result of the party’s failure to comply with its obligations under this Agreement, the terminating party’s right to pursue all legal remedies will survive such termination unimpaired.

10. ADDITIONAL COVENANTS

     10.1 Employees and Employee Benefits

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     10.2 Taxes

     10.3 Noncompetition and Nonsolicitation

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     10.4 Retention of and Access to Records

               After the Closing Date, Buyer shall retain for a period consistent with Buyer’s record-retention policies and practices those Records of Seller delivered to Buyer. Buyer also shall provide Seller and its Representatives reasonable access thereto and make photocopies (at Seller’s expense) thereof, during normal business hours and on at least three days’ prior written notice, to enable them to prepare financial statements or tax returns or deal with tax audits.

     10.5 Assistance in Proceedings

               Seller will reasonably cooperate with Buyer and its counsel in the contest or defense of, and make available its personnel and provide any testimony and access to its books and Records in connection with, any Proceeding (other than a Proceeding between Buyer and Seller) involving or relating to (a) any Contemplated Transaction or (b) any action, activity, circumstance, condition, conduct, event, fact, failure to act, incident, occurrence, plan, practice, situation, status or transaction on or before the Closing Date involving Seller or its business; provided, however, that Seller shall not be to required to testify or otherwise assist Buyer in any dispute where the opposing party is an existing customer of Seller. Buyer shall reimburse Seller for the actual hourly rate of cooperating employees and its out of pocket costs and expenses associated with such cooperation.

     10.6 Further Assurances

               Subject to the proviso in Section 6.1, the parties shall cooperate promptly and reasonably with each other and with their respective Representatives in connection with any steps required to be taken as part of: (i) their respective obligations under this Agreement, (ii) the powers of attorney with respect to the Assigned Contracts, and (ii) Buyer’s accounting, SEC and NASD obligations and related disclosure obligations imposed by Law, and shall (a) furnish upon request to each other such further information; (b) execute and deliver to each other such other documents; and (c) do such other acts and things, all as the other party may reasonably request for the purpose of carrying out the intent of this Agreement and the Contemplated Transactions. The party requesting such assistance shall reimburse the party providing such assistance for the actual hourly rate of assisting employees and its out of pocket costs and expenses associated with such assistance.

     10.7 Cash Received After Closing

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     10.8 Consent

               Neither Seller nor Buyer shall seek to obtain consents prior to Closing from appropriate third parties for the assignment by Seller to Buyer of any Service Agreements, Administrative Agreements, Real Property Leases or other Assumed Contracts. Following the Closing, Buyer and Seller shall use Commercially Reasonable Efforts, and cooperate with each other, to obtain such Consents as quickly as practical. Pending the obtaining of such Consents, Buyer and Seller shall cooperate with each other and use any reasonable and lawful arrangements appropriate to provide Buyer the benefits of use of the Assets at cost (or any right or benefit arising thereunder, including the enforcement for the benefit of Buyer of any and all rights of Seller against a third party). It is the parties’ intent that so long as any Consents have not been obtained, then, at Buyer’s election and in its sole discretion, then, until such Consent is obtained or until the applicable Contract terminates, Seller shall act as agent for Buyer in order to obtain for Buyer the benefits under such Contracts and Seller shall submit to Buyer the invoices related to such Contracts; Buyer shall reimburse Seller accordingly; provided that, with respect to the Real Property Leases, Buyer shall, to the extent possible, remit payments directly to the counterparties to such Real Property Leases. Buyer acknowledges that Buyer shall be liable for performance pursuant to such Contracts as of the Closing, provided that, to the extent that equipment leased to Sheakley under any Administrative Agreements cannot be located on the premises or is not in good operational condition, Buyer shall have no obligations pursuant to such Administrative Agreement and Seller shall remain liable for all obligations thereunder. The failure to obtain any Consent shall not be deemed a breach of this Agreement by either Buyer or Seller and shall not otherwise modify the rights or obligations of the parties hereunder.

     10.9 Channel Partner Agreement

               Within sixty (60) days after Closing, Buyer and Seller shall negotiate, in good faith, and execute a Channel Partner Agreement, pursuant to which Seller shall offer Buyer’s The Work Number product to Seller’s customers.

     11. INDEMNIFICATION; REMEDIES

     11.1 Survival

               All representations, warranties, covenants and obligations in this Agreement, the Disclosure Letter and any other certificate or document delivered pursuant to this Agreement shall

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survive the Closing and the consummation of the Contemplated Transactions. The waiver of any condition based upon the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, will not affect the right to indemnification, reimbursement or other remedy based upon such representations, warranties, covenants and obligations.

     11.2 Indemnification and Reimbursement by Seller

               Seller will indemnify and hold harmless Buyer, and its Representatives, shareholders, subsidiaries and Related Persons (collectively, the “Buyer Indemnified Persons”), and will reimburse the Buyer Indemnified Persons for any loss, liability, claim, damage, expense (including costs of investigation and defense and reasonable attorneys’ fees and expenses) or diminution of value, whether or not involving a Third-Party Claim (collectively, “Damages”), arising from or in connection with:

     11.3 Indemnification and Reimbursement by Buyer

               Buyer will indemnify and hold harmless Seller, and will reimburse Seller, for any Damages arising from or in connection with:

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     11.4 Limitations on Amount–Seller

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(A) One Million dollars ($1,000,000) and (B) $4,000,000 minus the amount of any Indemnified Losses paid by Seller to Buyer to date;

Provided that, with regard to the Seller, payments made hereunder shall not exceed $4,000,000; and provided further that this Section 11.4(b) will not apply to claims under Section 11.2(b) through (e) or to matters arising in respect of Sections 3.1, 3.2, 3.3, 3.7(c), 3.9, 3.14 and 3.19 or to any intentional Breach by Seller of any covenant or obligation.

     11.5 Limitations on Amount–Buyer

     11.6 Time Limitations—Buyer and Seller

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     11.7 Third-Party Claims

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     11.8 Other Claims

          A claim for indemnification for any matter not involving a Third-Party Claim may be asserted by notice to the party from whom indemnification is sought.

12. CONFIDENTIALITY

     12.1 Definition of Confidential Information

          As used in this Article 12, the term “Confidential Information” includes any and all of the following information of Seller or Buyer in connection with the Businesses that has been or may hereafter be disclosed in any form, whether in writing, orally, electronically or otherwise, or otherwise made available by observation, inspection or otherwise by either party (Buyer on the one hand or Seller and LAS, collectively, on the other hand) or its Representatives (collectively, a “Disclosing Party”) to the other party or its Representatives (collectively, a “Receiving Party”):

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     12.2 Restricted Use of Confidential Information

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     12.3 Exceptions

          Sections 12.2(a) and (b) do not apply to that part of the Confidential Information of a Disclosing Party that a Receiving Party demonstrates (a) was, is or becomes generally available to the public other than as a result of a breach of this Article 12 or the Confidentiality Agreement by the Receiving Party or its Representatives; (b) was or is developed by the Receiving Party independently of and without reference to any Confidential Information of the Disclosing Party; or (c) was, is or becomes available to the Receiving Party on a nonconfidential basis from a Third Party not bound by a confidentiality agreement or any legal, fiduciary or other obligation restricting disclosure. Seller shall not disclose any Confidential Information of Seller relating to any of the Assets or the Assumed Liabilities in reliance on the exceptions in clauses (b) or (c) above.

     12.4 Legal Proceedings

          If a Receiving Party becomes compelled in any Proceeding or is requested by a Governmental Body having regulatory jurisdiction over the Contemplated Transactions to make any disclosure that is prohibited or otherwise constrained by this Article 12, that Receiving Party shall provide the Disclosing Party with prompt notice of such compulsion or request so that it may seek an appropriate protective order or other appropriate remedy or waive compliance with the provisions of this Article 12. In the absence of a protective order or other remedy, the Receiving Party may disclose that portion (and only that portion) of the Confidential Information of the Disclosing Party that, based upon advice of the Receiving Party’s counsel, the Receiving Party is legally compelled to disclose or that has been requested by such Governmental Body, provided, however, that the Receiving Party shall use reasonable efforts to obtain reliable assurance that confidential treatment will be accorded by any Person to whom any Confidential Information is so disclosed. The provisions of this Section 12.4 do not apply to any Proceedings between the parties to this Agreement.

13. GENERAL PROVISIONS

     13.1 Expenses

          Except as otherwise provided in this Agreement, each party to this Agreement will bear its respective fees and expenses incurred in connection with the preparation, negotiation, execution and performance of this Agreement and the Contemplated Transactions. Buyer will pay one-half and Seller will pay one-half of the fees and expenses of the escrow agent under the Escrow Agreement.

     13.2 Public Announcements

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          Unless consented to in writing by Buyer and Seller, the terms of this Agreement shall be kept strictly confidential by Seller and its agents and by Buyer and its agents. Neither Buyer nor Seller shall publicly disclose the existence of this Agreement prior to Closing. Nothing contained herein shall preclude disclosures by Buyer to the extent necessary or advisable to comply with accounting, SEC, NASD and other disclosure obligations imposed by Law. Buyer and Seller shall cooperate with the other and provide such information and documents as may be required in connection with any filing with the SEC under the Exchange Act. Seller and Buyer will consult with each other concerning the means by which Seller’s employees, customers, suppliers and others having dealings with Seller will be informed of the Contemplated Transactions, and Buyer will have the right to be present for any such communication.

     13.3 Notices

          All notices, Consents, waivers and other communications required or permitted by this Agreement shall be in writing and shall be deemed given to a party when (a) delivered to the appropriate address by hand or by nationally recognized overnight courier service (costs prepaid); (b) sent by facsimile or e-mail with confirmation of transmission by the transmitting equipment; or (c) received or rejected by the addressee, if sent by certified mail, return receipt requested, in each case to the following addresses, facsimile numbers or e-mail addresses and marked to the attention of the person (by name or title) designated below (or to such other address, facsimile number, e-mail address or person as a party may designate by notice to the other parties):

If to Buyer:

TALX Corporation
1850 Borman Court
St. Louis, Missouri 63146
Telephone: (800)  ###-###-####
Telecopier: (314)  ###-###-####
Attn: President

With copies to:

Bryan Cave LLP
One Metropolitan Square
211 North Broadway, Suite 3600
St. Louis, Missouri 63102
Telephone: (314)  ###-###-####
Telecopier: (314)  ###-###-####
Attn: Kathryn Elliott Love

If to Seller:

The Sheakley Group of Companies, Inc.
100 Merchant Street
Cincinnati, Ohio 45246
Telephone: (513)  ###-###-####

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Telecopier: (513)  ###-###-####
Attn: Thomas E. Pappas, Jr.

With copies to:

Lindhorst & Dreidame Co., LPA
312 Walnut Street, Suite 2300
Cincinnati, OH 45202
Telephone: 513 ###-###-####
Telecopier: 513 ###-###-####
Attn: William N. Kirkham

     13.4 Dispute Resolution

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     13.5 Enforcement of Agreement

          Seller acknowledge and agree that Buyer would be irreparably damaged if any of the provisions of this Agreement are not performed in accordance with their specific terms and that any Breach of this Agreement by Seller could not be adequately compensated in all cases by monetary damages alone. Accordingly, in addition to any other right or remedy to which Buyer may be entitled, at law or in equity, it shall be entitled to enforce any provision of this Agreement by a decree of specific performance and to temporary, preliminary and permanent injunctive relief to prevent Breaches or threatened Breaches of any of the provisions of this Agreement, without posting any bond or other undertaking.

     13.6 Waiver; Remedies Cumulative

          The rights and remedies of the parties to this Agreement are cumulative and not alternative. Neither any failure nor any delay by any party in exercising any right, power or privilege under this Agreement or any of the documents referred to in this Agreement will operate as a waiver of such right, power or privilege, and no single or partial exercise of any such right, power or privilege will preclude any other or further exercise of such right, power or privilege or the exercise of any other right, power or privilege. To the maximum extent permitted by applicable law, (a) no claim or right arising out of this Agreement or any of the documents referred to in this Agreement can be discharged by one party, in whole or in part, by a waiver or renunciation of the claim or right unless in writing signed by the other party; (b) no waiver that may be given by a party will be applicable except in the specific instance for which it is given; and (c) no notice to or demand on one party will be deemed to be a waiver of any obligation of that party or of the right of the party giving such notice or demand to take further action without notice or demand as provided in this Agreement or the documents referred to in this Agreement.

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     13.7 Entire Agreement and Modification

          This Agreement supersedes all prior agreements, whether written or oral, between the parties with respect to its subject matter (including any letter of intent and any confidentiality agreement between Buyer and Seller) and constitutes (along with the Disclosure Letter, Exhibits and other documents delivered pursuant to this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended, supplemented, or otherwise modified except by a written agreement executed by the party to be charged with the amendment.

     13.8 Disclosure Letter

     13.9 Assignments, Successors and No Third-Party Rights

          No party may assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other parties, except that Buyer may assign any of its rights and delegate any of its obligations under this Agreement and the agreements to be executed at Closing as contemplated by this Agreement to any Subsidiary of Buyer provided that no such assignment or delegation shall relieve Buyer from any of its obligations hereunder or thereunder. It is Buyer’s intention to assign its rights and obligations at Closing to a new Subsidiary (likely a single-member limited liability company), which will be the party to the Bill of Sale, the Escrow Agreement, the Assignment and Assumption Agreement and other ancillary agreements to be delivered at Closing. Subject to the preceding sentence, this Agreement will apply to, be binding in all respects upon and inure to the benefit of the successors and permitted assigns of the parties. Nothing expressed or referred to in this Agreement will be construed to give any Person other than the parties to this Agreement any legal or equitable right, remedy or claim under or with respect to this Agreement or any provision of this Agreement, except such rights as shall inure to a successor or permitted assignee pursuant to this Section 13.9.

     13.10 Severability

          If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect. Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.

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     13.11 Construction

          The headings of Articles and Sections in this Agreement are provided for convenience only and will not affect its construction or interpretation. All references to “Articles,” “Sections” and “Sections” refer to the corresponding Articles, Sections and Sections of this Agreement and the Disclosure Letter.

     13.12 Governing Law

          This Agreement will be governed by and construed under the laws of the State of Ohio without regard to conflicts-of-laws principles that would require the application of any other law.

     13.13 Execution of Agreement

          This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement. The exchange of copies of this Agreement and of signature pages by facsimile transmission shall constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of the original Agreement for all purposes. Signatures of the parties transmitted by facsimile shall be deemed to be their original signatures for all purposes.

     THIS AGREEMENT CONTAINS BINDING ARBITRATION PROVISIONS WHICH MAY BE ENFORCED BY THE PARTIES.

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

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Disclosure Letter Exhibit Index

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