<DOCUMENT>
<TYPE>EX-2
<SEQUENCE>2
<FILENAME>xex_2-1.txt
<TEXT>







                                                              EXHIBIT 2.1
                                                              -----------

        THE SECURITY PURCHASE AND TENDER OFFER AGREEMENT (THE "PURCHASE
   AGREEMENT") HAS BEEN INCLUDED TO PROVIDE INVESTORS AND SECURITY
   HOLDERS WITH INFORMATION REGARDING ITS TERMS. IT IS NOT INTENDED TO
   PROVIDE ANY OTHER FACTUAL INFORMATION ABOUT THE COMPANY. THE
   REPRESENTATIONS, WARRANTIES AND COVENANTS CONTAINED IN THE PURCHASE
   AGREEMENT WERE MADE ONLY FOR PURPOSES OF SUCH AGREEMENT AND AS OF
   SPECIFIC DATES, WERE SOLELY FOR THE BENEFIT OF THE PARTIES TO SUCH
   AGREEMENT, AND ARE SUBJECT TO LIMITATIONS AGREED UPON BY THE
   CONTRACTING PARTIES, INCLUDING BEING QUALIFIED, MODIFIED OR LIMITED BY
   CONFIDENTIAL DISCLOSURES EXCHANGED BETWEEN THE PARTIES IN CONNECTION
   WITH THE EXECUTION OF THE PURCHASE AGREEMENT. THE REPRESENTATIONS AND
   WARRANTIES MAY HAVE BEEN MADE FOR THE PURPOSES OF ALLOCATING
   CONTRACTUAL RISK BETWEEN THE PARTIES TO THE AGREEMENT INSTEAD OF
   ESTABLISHING THESE MATTERS AS FACTS, AND MAY BE SUBJECT TO STANDARDS
   OF MATERIALITY APPLICABLE TO THE CONTRACTING PARTIES THAT DIFFER FROM
   THOSE APPLICABLE TO INVESTORS. INVESTORS ARE NOT THIRD-PARTY
   BENEFICIARIES UNDER THE PURCHASE AGREEMENT AND SHOULD NOT RELY ON THE
   REPRESENTATIONS, WARRANTIES AND COVENANTS OR ANY DESCRIPTIONS THEREOF
   AS CHARACTERIZATIONS OF THE ACTUAL STATE OF FACTS OR CONDITION OF THE
   COMPANY OR PURCHASER OR ANY OF THEIR RESPECTIVE SUBSIDIARIES OR
   AFFILIATES. MOREOVER, INFORMATION CONCERNING THE SUBJECT MATTER OF THE
   REPRESENTATIONS AND WARRANTIES MAY CHANGE AFTER THE DATE OF THE
   PURCHASE AGREEMENT, WHICH SUBSEQUENT INFORMATION MAY OR MAY NOT BE
   FULLY REFLECTED IN THE COMPANY'S PUBLIC DISCLOSURES. ACCORDINGLY, THE
   REPRESENTATIONS AND WARRANTIES IN THE PURCHASE AGREEMENT SHOULD NOT BE
   VIEWED OR RELIED UPON AS STATEMENTS OF ACTUAL FACTS OR THE ACTUAL
   STATE OF AFFAIRS OF THE COMPANY.

                          SECURITIES PURCHASE AND
                           TENDER OFFER AGREEMENT

        This Securities Purchase and Tender Offer Agreement ("Agreement")
   is dated as of March 30, 2009, between General Employment Enterprises,
   Inc., an Illinois corporation ("Company"), and PSQ, LLC, a newly
   formed Kentucky limited liability company created as a special purpose
   vehicle as purchaser of the securities that are the subject of this
   Agreement ("Purchaser").

        WHEREAS, subject to the terms and conditions set forth in this
   Agreement, the Company desires to issue and sell to Purchaser, and
   Purchaser desires to purchase from the Company, newly-issued shares of
   Common Stock (as defined below) of the Company as more fully described
   in this Agreement; and

        WHEREAS, each of the respective Boards of Member-Managers or
   Directors of Purchaser and the Company has determined it is in the
   best interests of their respective stockholders or members for the
   Purchaser to also offer to acquire up to 2,500,000 shares of the
   Common Stock of the Company ("Maximum Number of Shares") at a price of

                                      1







   $.60 in cash per share pursuant to a cash tender offer ("Offer") upon
   the terms and conditions set forth herein.

        NOW, THEREFORE, IN CONSIDERATION of the mutual covenants
   contained in this Agreement, and for other good and valuable
   consideration the receipt and adequacy of which are hereby
   acknowledged, the Company and Purchaser agree as follows:

                                 ARTICLE I.
                                 DEFINITIONS

        1.1  DEFINITIONS. In addition to the terms defined elsewhere in
   this Agreement, for all purposes of this Agreement, the following
   terms have the meanings set forth in this Section 1.1:

             "Action" shall have the meaning ascribed to such term in
        Section 3.2(j).

             "Affiliate" means any Person that, directly or indirectly
        through one or more intermediaries, controls or is controlled by
        or is under common control with a Person as such terms are used
        in and construed under Rule 405 under the Securities Act. With
        respect to Purchaser, any investment fund or managed account that
        is managed on a discretionary basis by the same investment
        manager as Purchaser will be deemed to be an Affiliate of
        Purchaser.

             "Board of Directors" means the board of directors of the
        Company from time to time as constituted.

             "Business Day" means any day except any Saturday, any
        Sunday, any day which is a federal legal holiday in the United
        States or any day on which banking institutions in the State of
        New York are authorized or required by law or other governmental
        action to close.

             "Closing" means the simultaneous consummation of the
        purchase and sale of the Securities to be acquired by the
        Purchaser pursuant to Section 2.1 hereof and the consummation of
        the Offer described in Section 2.3 hereof.

             "Closing Date" means the Trading Day when the Closing
        occurs.

             "Commission" means the United States Securities and Exchange
        Commission.

             "Common Stock" means the common stock of the Company, no par
        value, and any other class of securities into which such
        securities may hereafter be reclassified or changed into.



                                      2







             "Common Stock Equivalents" means any securities of the
        Company or the Subsidiaries which would entitle the holder
        thereof to acquire at any time Common Stock, including, without
        limitation, any debt, preferred stock, rights, options, warrants
        or other instrument that is at any time convertible into or
        exercisable or exchangeable for, or otherwise entitles the holder
        thereof to receive, Common Stock.

             "Company Counsel" means Schiff Hardin LLP, with offices
        located at 6600 Sears Tower, Chicago, Illinois 60606.

             "Exchange Act" means the Securities Exchange Act of 1934, as
        amended, and the rules and regulations promulgated there under.

             "GAAP" shall have the meaning ascribed to such term in
        Section 3.2(h).

             "Indebtedness" shall have the meaning ascribed to such term
        in Section 3.2(x).

             "Intellectual Property Rights" shall have the meaning
        ascribed to such term in Section 3.2(o).

             "Liens" means a lien, charge, security interest,
        encumbrance, right of first refusal, preemptive right or other
        restriction.

             "Material Adverse Effect" shall have the meaning assigned to
        such term in Section 3.1.

             "Material Permits" shall have the meaning ascribed to such
        term in Section 3.2(m).

             "Offer" shall mean the tender offer Purchaser shall commence
        (within the meaning of Rule 14d-2 under the Exchange Act) within
        ten (10) business days of the date hereof, as described in this
        Agreement.

             "Person" means an individual or corporation, partnership,
        trust, incorporated or unincorporated association, joint venture,
        limited liability company, joint stock company, government (or an
        agency or subdivision thereof) or other entity of any kind.

             "Required Approvals" shall have the meaning ascribed to such
        term in Section 3.2(e).

             "Registration Rights Agreement" means the agreement that is
        one of the Transaction Documents ancillary to this Agreement to
        be executed by the Purchaser, the Company and Herbert F. Imhoff,
        Jr.



                                      3







              "SEC Reports" shall have the meaning ascribed to such term
        in Section 3.2(h).

             "Securities" means the Shares of Common Stock to be sold to
        Purchaser by the Company pursuant to this Agreement.

             "Securities Act" means the Securities Act of 1933, as
        amended, and the rules and regulations promulgated there under.

             "Shares" means shares of Common Stock.

             "Short Sales" means all "short sales" as defined in Rule 200
        of Regulation SHO under the Exchange Act (but shall not be deemed
        to include the location and/or reservation of borrowable shares
        of Common Stock).

             "Trading Day" means a day on which the Common Stock is
        traded on the Trading Market or an over-the-counter market, if
        applicable.

             "Trading Market" means the following markets or exchanges on
        which the Common Stock is listed or quoted for trading on the
        date in question: NYSE Amex.

             "Transaction Documents" means this Agreement and any other
        documents or agreements executed in connection with the
        transactions contemplated hereunder.

             "Transfer Agent" means Continental Stock Transfer & Trust
        Company.

                                 ARTICLE II.
                              PURCHASE AND SALE

        2.1  CLOSING.

        (a)  The Closing shall occur no later than the third Business Day
   after satisfaction of the conditions set forth in Section 2.5 (other
   than those conditions that by their nature are to be satisfied at
   Closing).

        (b)  On the Closing Date, upon the terms and subject to the
   conditions set forth herein, immediately after the consummation of the
   Offer on the Closing Date, the Company agrees to sell, and the
   Purchaser agrees to purchase, an aggregate of 7,700,000 Shares of
   Common Stock at the Purchase Price set forth below. On the Closing
   Date, Purchaser shall direct the Escrow Agent (as defined below) to
   deliver to the Company from the Escrow Account (as defined below), via
   wire transfer, immediately available funds equal to the Purchase Price
   and the Company shall deliver to Purchaser duly authorized
   certificates representing the Securities.


                                      4







        (c)  As soon as reasonably practicable after the Closing,
   Purchaser shall instruct the Escrow Agent to mail to each holder of
   record of a certificate or certificates that, immediately prior to the
   Closing, evidenced outstanding Shares (the "Certificates"), (i) a form
   of letter of transmittal (which shall specify that delivery shall be
   effected, and risk of loss and title to the Certificates shall pass,
   only upon proper delivery of the Certificates to the Escrow Agent, and
   shall be in such form and have such other provisions as are reasonable
   and customary in transactions such as the Offer) and (ii) instructions
   for use in effecting the surrender of the Certificates in exchange for
   the Per Share Offer Consideration to be paid therefore pursuant to
   Section 2.2(b), and, if applicable, a new Certificate representing any
   Shares represented by the surrendered Certificate that were not
   surrendered or accepted for surrender in the Offer.  Upon surrender of
   a Certificate to the Escrow Agent together with such letter of
   transmittal, duly executed, and such other customary documents as may
   be required pursuant to such instructions, the holder of such
   Certificate shall be entitled to receive from Purchaser in exchange
   therefor cash in an amount equal to the product of (i) the number of
   Shares theretofore represented by such Certificate that were validly
   tendered on or prior to the Final Expiration Date (as defined below)
   and not timely withdrawn, subject to reduction pursuant to Section
   2.3.1(c), and (ii) the Per Share Offer Consideration.  If the
   Certificate represented more Shares than the number of Shares validly
   tendered by the holder thereof (and not withdrawn) prior to the Final
   Expiration Date after taking into account any reduction pursuant to
   Section 2.3.1(c), then the Company shall issue a new Certificate to
   the surrendering holder thereof representing the number of Shares
   represented by the surrendered Certificate that were not so tendered
   or accepted for tender in the Offer.  No interest shall be paid or
   accrued on any cash payable upon the surrender of any Certificate.  If
   payment is to be made to a person other than the person in whose name
   the surrendered Certificate is registered, it shall be a condition of
   payment that the Certificate so surrendered shall be properly endorsed
   or otherwise in proper form for transfer and that the person
   requesting such payment shall pay any transfer or other taxes required
   by reason of the payment to a person other than the registered holder
   of the surrendered Certificate or established to the satisfaction of
   Purchaser and the Company that such taxes have been paid or are not
   applicable.  Any portion of the Escrow Amount which remains
   undistributed to the holders of Certificates one year after the
   Closing shall be delivered to Purchaser, upon demand, and any holders
   of Certificates that have not theretofore complied with this Section
   2.1(c) shall thereafter look only to Purchaser, and only as general
   creditors thereof, for payment of their claim for any Per Share Offer
   Consideration. None of Purchaser, the Company or the Escrow Agent
   shall be liable to any person in respect of any payments or
   distributions payable from the Escrow Amount delivered to a public
   official pursuant to any applicable abandoned property, escheat or
   similar law.



                                      5







        (d)  The Closing shall occur at the offices of Company Counsel or
   such other location as the parties shall mutually agree.

        2.2  PURCHASE PRICE.

        (a)  The Company has agreed to issue and sell to the Purchaser
   and the Purchaser has agreed to purchase the Securities at a price
   equal to $.25 per Share, for an aggregate purchase price of $1,925,000
   ("Purchase Price").

        (b)  In addition, in accordance with Section 2.3, below,
   Purchaser has agreed to consummate the Offer for a maximum of
   2,500,000 Shares of the Company's outstanding Common Stock (subject to
   satisfaction of the conditions described in Section 2.5(b)), at a
   price of $.60 per Share ("Per Share Offer Consideration"), for a
   maximum aggregate Offer amount of $1,500,000.

        (c)  Simultaneous with the execution of this Agreement, Purchaser
   has caused to be deposited into a financial institution escrow account
   ("Escrow Account") with Park Avenue Bank, 460 Park Avenue, New York,
   NY 10022 ("Escrow Agent") the maximum aggregate Purchase Price
   totaling $1,925,000 ("Purchase Escrow Amount"), and no later than
   three (3) days prior to the Closing, Purchaser shall provide written
   evidence satisfactory to the Company of the availability of the
   aggregate maximum amount of the consideration needed to consummate the
   Offer totaling $1,500,00 ("Maximum Offer  Amount").The Purchase Escrow
   Amount shall be subject to the terms of  an escrow agreement entered
   into between the Company, Purchaser and the Escrow Agent on the date
   hereof which, among other things, provides for a return of the Escrow
   Amount to the Purchaser in the event of any termination of this
   Agreement, except if such termination provides for the payment of
   damages to the Company as provided for in Section 6.2.

        2.3  TENDER OFFER.

        2.3.1  TERMS OF TENDER OFFER.

        (a)  Provided that this Agreement shall not have been terminated
   in accordance with Section 6.1 hereof, Purchaser shall commence
   (within the meaning of Rule 14d-2 under the Exchange Act) the Offer
   within ten (10) business days of the date hereof. Consummation of the
   Offer will be subject only to the satisfaction or waiver of the
   conditions set forth in Section 2.5(b) hereof, any of which conditions
   may be waived in the sole discretion of Purchaser. Assuming all of the
   conditions to consummation of the Offer are satisfied, Purchaser shall
   consummate the Offer as promptly as possible to the extent necessary
   to acquire the Maximum Number of Shares (taking into account the
   Shares validly tendered and not timely withdrawn as of the Final
   Expiration Date).

        (b)  Purchaser agrees that upon the terms and subject to the
   conditions of this Agreement, Purchaser shall accept for payment all

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   Shares (including any Securities), up to the Maximum Number of Shares,
   that are validly tendered on or prior to the Final Expiration Date and
   not timely withdrawn, as soon as it is permitted to do so under
   applicable law, and shall pay for such Shares promptly thereafter.

        (c)  In the event that the number of Shares that are validly
   tendered on or prior to the Final Expiration Date and not timely
   withdrawn exceed the Maximum Number of Shares, the final number of
   Shares deemed validly tendered by each stockholder of the Company as
   of the Final Expiration Date shall be reduced to be an amount equal to
   the product of: (i) the number of Shares validly tendered by such
   stockholder (and not withdrawn) as of the Final Expiration Date and
   (ii) the quotient of (A) 2,500,000 over (B) the total number of Shares
   validly tendered (and not withdrawn) by all stockholders of the
   Company as of the Final Expiration Date.

        (d)  The Offer shall initially be scheduled to expire seventy-
   five (75) days following the commencement thereof; provided that,
   unless this Agreement shall have been terminated pursuant to Section
   6.1 hereof, Purchaser shall be required to extend the Offer from time-
   to-time until the Closing Date in the event that, at a then-scheduled
   expiration date, the conditions to Closing set forth in Section 2.5
   have not been satisfied (such final expiration date of the Offer being
   referred to herein as the "Final Expiration Date"); provided further
   that, under no circumstances shall any such extension be less than the
   minimum number of days required by the Exchange Act or the rules and
   regulations promulgated thereunder or by applicable law.

        (e)  As promptly as practicable on the date of commencement of
   the Offer, Purchaser shall file with the United States Securities and
   Exchange Commission ("SEC") a Tender Offer Statement on Schedule TO
   (together with all amendments and supplements thereto, the "Schedule
   TO") with respect to the Offer which shall comply as to form in all
   material respects with the provisions of applicable federal securities
   laws. The Schedule TO shall contain or incorporate by reference an
   offer to purchase ("Offer to Purchase") and forms of the related
   letter of transmittal and all other ancillary Offer documents
   (collectively, together with all amendments and supplements thereto,
   the "Offer Documents"). The Company and Purchaser shall cause the
   Offer Documents to be disseminated to the holders of the Shares as and
   to the extent required by applicable federal securities laws.
   Purchaser, on the one hand, and the Company, on the other hand, will
   promptly correct any information provided by it for use in the Offer
   Documents if and to the extent that it shall have become false or
   misleading in any material respect, and Purchaser will cause the Offer
   Documents as so corrected to be filed with the SEC and to be
   disseminated to holders of the Shares, in each case as and to the
   extent required by applicable federal securities laws. In conducting
   the Offer, Purchaser shall comply in all material respects with the
   provisions of the Exchange Act and any other applicable law. The
   Company and its counsel shall be given a reasonable opportunity to
   review and comment upon the Schedule TO before it is filed with the

                                      7







   SEC. In addition, Purchaser agrees to provide the Company and its
   counsel with any comments, whether written or oral, that Purchaser or
   its counsel may receive from time-to-time from the SEC or its staff
   with respect to the Offer Documents promptly after the receipt of such
   comments and to consult with the Company and its counsel prior to
   responding to any such comments.

        (f)  For the avoidance of doubt, without the prior written
   consent of the Company, Purchaser shall not (i) decrease or change the
   form of the Per Share Offer Consideration described in Section 2.2(b)
   above, (ii) amend any term of the Offer in any manner adverse to
   holders of Shares of Common Stock, or (iii) change any of the closing
   conditions to the Offer described in Section 2.5(b) or impose any
   additional conditions to the Offer.

        2.3.2     COMPANY ACTION.

        (a)  The Company hereby approves of and consents to the Offer and
   represents and warrants that the Company's Board of Directors, at a
   meeting duly called and held, has (i) determined that the terms of the
   Offer are fair to and in the best interests of the stockholders of the
   Company, (ii) approved this Agreement, the Offer and the other
   transactions contemplated hereby and (iii) resolved (subject to the
   limitations contained herein) to recommend that the stockholders of
   the Company accept the Offer, tender their Shares to Purchaser
   thereunder and approve and adopt this Agreement. Subject to Section
   4.3 below, the Company hereby consents to the inclusion in the Offer
   Documents of the Board's recommendation described in the immediately
   preceding sentence. The Company has been authorized by Prairie Capital
   Advisors, Inc., the Company's financial advisor, to permit the
   inclusion of a copy its fairness opinion with regard to the
   transactions contemplated hereby.

        (b)  On the date the Offer Documents are filed with the SEC, the
   Company shall file with the SEC a Solicitation/Recommendation
   Statement on Schedule 14D-9 with respect to the Offer (such Schedule
   14D-9, as amended or supplemented from time to time, the "Schedule
   14D-9") containing, subject to Section 4.3 below, the recommendations
   referred to in paragraph (a) above and shall mail the Schedule 14D-9
   to the record holders of Shares as required by law. Purchaser will
   promptly supply to the Company in writing, for inclusion in the
   Schedule 14D-9, all information concerning Purchaser as required by
   Section 14(f) of the Exchange Act and Rule 14F-1 thereunder, and the
   Company shall include such information in the Schedule 14D-9. Each of
   the Company and Purchaser shall promptly correct any information
   provided by it for use in the Schedule 14D-9 if and to the extent that
   such information shall have become false or misleading in any material
   respect, and the Company shall take all steps necessary to amend or
   supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so
   amended or supplemented to be filed with the SEC and disseminated to
   the Company's stockholders, in each case as and to the extent required
   by or deemed advisable under applicable federal securities laws.

                                      8







   Purchaser and its counsel shall be given reasonable opportunity to
   review and comment upon the Schedule 14D-9 prior to its filing with
   the SEC or dissemination to stockholders of the Company. The Company
   shall provide Purchaser and its counsel in writing with any written
   comments (and orally, any oral comments) the Company or its counsel
   may receive from the SEC or its staff with respect to the Schedule
   14D-9 promptly after the receipt of such comments and shall consult
   with Purchaser and its counsel prior to responding to such comments.

        (c)  The Company shall promptly furnish Purchaser with mailing
   labels containing the names and addresses of all record holders of
   Shares and with security position listings of Shares held in stock
   depositories, each as of a recent date, together with all other
   available listings and computer files containing names, addresses and
   security position listings of record holders and  beneficial owners of
   Shares. The Company shall furnish Purchaser with such additional
   information, including, without limitation, updated listings and
   computer files of stockholders, mailing labels and security position
   listings, and such other assistance as the Company, Purchaser or their
   agents may reasonably require in communicating the Offer to the record
   and beneficial holders of Shares. Subject to the requirements of
   applicable law, and except for such steps as are necessary to
   disseminate the Offer Documents and any other documents necessary to
   consummate the Offer, the Purchaser and its Affiliates shall hold in
   confidence the information contained in such labels, listings and
   files, shall use such information solely in connection with the Offer,
   and, if this Agreement is terminated in accordance with Section 6.1
   hereof, shall promptly deliver or cause to be delivered to the Company
   all copies of such information, labels, listings and files then in
   their possession or in the possession of their agents or
   representatives.

        2.4  COMPANY STOCKHOLDERS MEETING; PREPARATION OF THE PROXY
             STATEMENT.

        (a)  As soon as practicable following the date hereof, the
   Company shall use its commercially reasonable efforts to take all
   action necessary, in accordance with the Illinois Business Corporation
   Act of 1983, as amended ("Illinois Business Act"), the Exchange Act
   and other applicable law and its certificate of incorporation and
   bylaws to convene and hold a meeting of the stockholders of Company
   (the "Stockholders Meeting") for the purpose of considering and voting
   upon the sale by the Company of Securities to Purchaser as
   contemplated by this Agreement and to solicit proxies pursuant to a
   proxy statement of the Company to be filed by the Company in
   connection therewith ("Company Proxy Statement").  Subject to the
   provisions of Section 4.3 below, the Board of Directors shall
   recommend that the holders of Shares vote in favor of the sale by the
   Company of Securities to Purchaser as contemplated by this Agreement
   at the Stockholders Meeting and shall cause such recommendation to be
   included in the Company Proxy Statement.


                                      9







        (b)  As soon as practicable following the date hereof, the
   Company, in consultation with Purchaser, shall prepare and file the
   Company Proxy Statement with the SEC in accordance with the Exchange
   Act and the rules and regulations thereunder.  Each of the Company and
   Purchaser shall promptly correct any information provided by it for
   use in the Company Proxy Statement if and to the extent that such
   information shall have become false or misleading in any material
   respect, and the Company shall take all steps necessary to amend or
   supplement the Company Proxy Statement and to cause the Company Proxy
   Statement as so amended or supplemented to be filed with the SEC and
   disseminated to the Company's stockholders, in each case as and to the
   extent required by or deemed advisable under applicable federal
   securities laws, state law or the requirements of any securities
   exchange on which the Company's Shares are listed. Purchaser and its
   counsel shall be given reasonable opportunity to review and comment
   upon the Company Proxy Statement prior to its filing with the SEC or
   dissemination to stockholders of the Company. The Company shall
   provide Purchaser and its counsel in writing with any written comments
   (and orally, any oral comments) the Company or its counsel may receive
   from the SEC or its staff with respect to the Company Proxy Statement
   promptly after the receipt of such comments and shall consult with
   Purchaser and its counsel prior to responding to such comments.

        2.5  CLOSING CONDITIONS.

        (a)  The obligations of the Company hereunder in connection with
   the Closing are subject to the following conditions being met or
   waived by the Company at or prior to the Closing, provided, however,
   that the Company may not rely on the failure of any of the following
   conditions in this Section 2.5(a) to be satisfied if such failure was
   caused by the Company's failure to act in good faith or to use best
   efforts to cause the Closing to occur, as required by Section 4.2:

             (i)  the approval of the sale by the Company of the
   Securities to Purchaser as contemplated hereby by affirmative vote (by
   a majority of votes cast) by the holders of shares of Common Stock;

             (ii) there is no order, litigation, injunction,
   administrative stop order or other legal restraint pending against the
   Company at the Closing Date that would limit or prohibit the Closing
   of the transactions contemplated by this Agreement;

             (iii)  the accuracy in all material respects on the Closing
   Date of the representations and warranties of the Purchaser contained
   herein as though made as of such time, except to the extent that such
   representations and warranties expressly relate to an earlier date (in
   which case such representations and warranties shall be true and
   correct in all material respects as of such earlier date); and

             (iv) all obligations, covenants and agreements of Purchaser
   required to be performed at or prior to the Closing Date pursuant to
   the terms hereof shall have been performed in all material respects.

                                     10







        (b)  The respective obligations of the Purchaser hereunder in
   connection with the Closing are subject to the following conditions
   being met or waived by Purchaser at or prior to the Closing, provided,
   however, that Purchaser may not rely on the failure of any of the
   following conditions in this Section 2.5(b) to be satisfied if such
   failure was caused by Purchaser's failure to act in good faith or to
   use best efforts to cause the Closing to occur, as required by Section
   4.2:

             (i)  the accuracy on the Closing Date of the representations
   and warranties of the Company contained herein as though made as of
   such time, except to the extent that such representations and
   warranties expressly relate to an earlier date (in which case such
   representations and warranties shall be true and correct as of such
   earlier date), in each case except for inaccuracies or breaches as to
   matters that, individually or in the aggregate, would not have a
   Material Adverse Effect;

             (ii) all obligations, covenants and agreements of the
   Company required to be performed at or prior to the Closing Date
   pursuant to the terms hereof shall have been performed in all material
   respects; and

             (iii)  there shall have been no Material Adverse Effect (as
   defined in Section 3.1 below) with respect to the Company since the
   date hereof.

                                ARTICLE III.
                       REPRESENTATIONS AND WARRANTIES

        3.1  GENERAL.

        In this Agreement, any reference to a "Material Adverse Effect"
   with respect to the Company means any event, change or effect that:

        (a)  is materially adverse to the financial condition,
   properties, assets (including intangible assets), liabilities
   (including contingent liabilities), business, operations or results of
   operations of the Company and its Subsidiaries, taken as a whole,
   except to the extent of any event, change or effect resulting from or
   arising in connection with:

             (i)  any change in general economic, business, regulatory,
   market conditions or political conditions, in each case both regional,
   domestic and international, including changes or disruptions in
   capital or financial markets;

             (ii) natural disasters, acts of God, any outbreak or
   escalation of hostilities, declared or undeclared acts of war or
   terrorism or civil unrest;



                                     11







             (iii)  any change in applicable laws of any governmental
   entity or interpretations thereof by any governmental entity or in
   GAAP;

             (iv) any change generally affecting the industry in which
   the Company conducts its business;

             (v)  the execution, announcement or performance of this
   Agreement or consummation of the transactions contemplated hereby,
   including any loss or threatened loss of, or adverse change or
   threatened adverse change in, the relationship of the Company with any
   of its customers, employees, shareholders, financing sources or
   vendors as a direct result thereof or in connection therewith;

             (vi) any change in the market price or trading volume of the
   securities of the Company (it being understood that the causes
   underlying such change in market price or trading volume may be taken
   into account in determining whether a Material Adverse Effect has
   occurred), or any suspension of trading in securities generally on any
   securities exchange on which the securities of the Company trade;

             (vii)  the failure of the Company in and of itself to meet
   any internal or public projections, forecasts or estimates of revenues
   or earnings (it being understood that the causes underlying such
   failure may be taken into account in determining whether a Material
   Adverse Effect has occurred);

             (viii)  any event, change or effect resulting from declines
   in the operational or financial performance of the Company that are
   not materially worse than the trends experienced by the Company in the
   quarter ended December 31, 2008;

             (ix) any actions taken (or omitted to be taken) at the
   written request of Purchaser;

             (x)  any action taken by the Company that is required
   pursuant to this Agreement; or

             (xi) any of the matters specifically disclosed in the
   Disclosure Schedule (as defined below);

        provided, however, that with respect to clauses (i) and (iv) such
        matter does not have a materially disproportionate effect on the
        Company, relative to comparable entities operating in the
        Company's business, and references in certain sections of this
        Agreement to dollar amounts are not intended to be, and shall not
        be deemed to be, illustrative or interpretative for purposes of
        determining whether a "Material Adverse Effect" has occurred; or

        (b)  would prevent the Company from performing its material
   obligations under this Agreement in any material respect.


                                     12







        In this Agreement, the words "Aware," "Knowledge" or similar
   words, expressions or phrases with respect to a party means the actual
   knowledge of such party's directors.

        The Company represents and warrants to Purchaser that the
   statements contained in this Article III are true and correct, except
   as set forth in the Disclosure Schedule, if any, delivered by the
   Company to Purchaser immediately prior to the execution and delivery
   of this Agreement (the "Disclosure Schedule"). Reference to any
   section in the Disclosure Schedule in this Article III shall be deemed
   to be a reference to all other sections in the Disclosure Schedule.
   Any reference in this Article III to an agreement being "Enforceable"
   shall be deemed to be qualified to the extent such enforceability is
   subject to (i) laws of general application relating to bankruptcy,
   insolvency, moratorium, fraudulent conveyance and the relief of
   debtors and (ii) the availability of specific performance, injunctive
   relief and other equitable remedies.

        3.2  REPRESENTATIONS AND WARRANTIES OF THE COMPANY. Except as set
   forth in the SEC Reports, which SEC Reports shall qualify any
   representation or warranty otherwise made herein to the extent of such
   disclosure, the Company hereby makes the following representations and
   warranties set forth below to Purchaser:

        (a)  SUBSIDIARIES. The Company owns, directly or indirectly, all
   of the capital stock or other equity interests of each of its direct
   and indirect subsidiaries (individually, a "Subsidiary") free and
   clear of any Liens, and all of the issued and outstanding shares of
   capital stock of each Subsidiary are validly issued and are fully
   paid, non-assessable and free of preemptive and similar rights to
   subscribe for or purchase securities.

        (b)  ORGANIZATION AND QUALIFICATION. The Company and each of the
   Subsidiaries is an entity duly incorporated or otherwise organized,
   validly existing and in good standing under the laws of the
   jurisdiction of its incorporation or organization (as applicable),
   with the requisite power and authority to own and use its properties
   and assets and to carry on its business as currently conducted.
   Neither the Company nor any Subsidiary is in violation or default of
   any of the provisions of its respective certificate or articles of
   incorporation, bylaws or other organizational or charter documents.
   Each of the Company and the Subsidiaries is duly qualified to conduct
   business and is in good standing as a foreign corporation or other
   entity in each jurisdiction in which the nature of the business
   conducted or property owned by it makes such qualification necessary,
   except where the failure to be so qualified or in good standing, as
   the case may be, could not have or reasonably be expected to result in
   a Material Adverse Effect on the Company, and no Proceeding has been
   instituted in any such jurisdiction revoking, limiting or curtailing
   or seeking to revoke, limit or curtail such power and authority or
   qualification.


                                     13







        (c)  AUTHORIZATION; ENFORCEMENT. The Company has the requisite
   corporate power and authority to enter into and, subject to the
   approval of its stockholders with respect to the sale by the Company
   to Purchaser of the Securities as contemplated hereby, to consummate
   the transactions contemplated by each of the Transaction Documents and
   otherwise to carry out its obligations hereunder and thereunder. The
   execution and delivery of each of the Transaction Documents by the
   Company and the consummation by it of the transactions contemplated
   hereby and thereby have been duly authorized by all necessary action
   on the part of the Company subject to the aforementioned stockholder
   approval and, except for obtaining such stockholder approval, no
   further action is required by the Company, the Board of Directors or
   the Company's stockholders in connection therewith other than in
   connection with the Required Approvals. Each Transaction Document has
   been (or upon delivery will have been) duly executed by the Company
   and, when delivered in accordance with the terms hereof and thereof,
   will constitute the valid and binding obligation of the Company
   enforceable against the Company in accordance with its terms, except
   (i) as limited by general equitable principles and applicable
   bankruptcy, insolvency, reorganization, moratorium and other laws of
   general application affecting enforcement of creditors' rights
   generally (ii) as limited by laws relating to the availability of
   specific performance, injunctive relief or other equitable remedies
   and (iii) that rights to indemnification and contribution there under
   may be limited by federal or state securities laws or public policy
   relating thereto.

        (d)  NO CONFLICTS. The execution, delivery and performance of the
   Transaction Documents by the Company, the issuance and sale of the
   Securities and the consummation by the Company of the other
   transactions contemplated hereby and thereby do not and will not (i)
   conflict with or violate any provision of the Company's or any
   Subsidiary's certificate or articles of incorporation, bylaws or other
   organizational or charter documents, or (ii) conflict with, or
   constitute a default (or an event that with notice or lapse of time or
   both would become a default) under, result in the creation of any Lien
   upon any of the properties or assets of the Company or any Subsidiary,
   or give to others any rights of termination, amendment, acceleration
   or cancellation (with or without notice, lapse of time or both) of,
   any agreement, credit facility, debt or other instrument (evidencing a
   Company or Subsidiary debt or otherwise) or other understanding to
   which the Company or any Subsidiary is a party or by which any
   property or asset of the Company or any Subsidiary is bound or
   affected (except as may have been waived) or (iii) subject to the
   Required Approvals, conflict with or result in a violation of any law,
   rule, regulation, order, judgment, injunction, decree or other
   restriction of any court or governmental authority to which the
   Company or a Subsidiary is subject (including federal and state
   securities laws and regulations), or by which any property or asset of
   the Company or a Subsidiary is bound or affected; except in the case
   of each of clauses (ii) and (iii), such as would not have a Material
   Adverse Effect.

                                     14







        (e)  FILINGS, CONSENTS AND APPROVALS. The Company is not required
   to obtain any consent, waiver, authorization or order of, give any
   notice to, or make any filing or registration with, any court or other
   federal, state, local or other governmental authority or other Person
   in connection with the execution, delivery and performance by the
   Company of the Transaction Documents, other than (i) compliance with
   any applicable requirements of the Exchange Act, (ii) the filings
   contemplated by Sections 2.3.2 and 2.4 hereof, (iii) obtaining
   approval of its stockholders with respect to the sale by the Company
   to Purchaser of the Securities as contemplated hereby, (iv) filings
   required pursuant to Section 4.1 of this Agreement, (v) application(s)
   to each applicable Trading Market for the listing of the Securities
   for trading thereon in the time and manner required thereby and (vi)
   such filings as are required to be made under applicable state
   securities laws, FINRA and the Trading Market (collectively, the
   "Required Approvals").

        (f)  ISSUANCE OF THE SECURITIES. The Securities are duly
   authorized and, when issued and paid for in accordance with this
   Agreement, will be duly and validly issued, fully paid and non-
   assessable, free and clear of all Liens imposed by the Company other
   than any restrictions on transfer provided herein.

        (g)  CAPITALIZATION. The capitalization of the Company is as
   described in the most recent applicable SEC Reports. The Company has
   not issued any capital stock since its most recently filed periodic
   report under the Exchange Act, other than as described in the SEC
   Reports, or pursuant to the exercise of employee stock options under
   the Company's stock option plans, the issuance of shares of Common
   Stock to employees pursuant to the Company's employee stock purchase
   plans and pursuant to the conversion or exercise of Common Stock
   Equivalents. No Person has any right of first refusal, preemptive
   right, right of participation, or any similar right to participate in
   the transactions contemplated by the Transaction Documents. Except as
   a result of the purchase and sale of the Securities and as described
   in the SEC Reports, there are no outstanding options, warrants, scrip
   rights to subscribe to, calls or commitments of any character
   whatsoever relating to, or securities, rights or obligations
   convertible into or exercisable or exchangeable for, or giving any
   Person any right to subscribe for or acquire, any shares of Common
   Stock, or contracts, commitments, understandings or arrangements by
   which the Company or any Subsidiary is or may become bound to issue
   additional shares of Common Stock or Common Stock Equivalents. Except
   as disclosed in the SEC Reports, the issuance and sale of the
   Securities will not obligate the Company to issue shares of Common
   Stock or other securities to any Person (other than the Purchaser) and
   will not result in a right of any holder of Company securities to
   adjust the exercise, conversion, exchange or reset price under any of
   such securities. All of the outstanding shares of capital stock of the
   Company are validly issued, fully paid and non-assessable, have been
   issued in compliance with all federal and state securities laws, and
   none of such outstanding shares was issued in violation of any

                                     15







   preemptive rights or similar rights to subscribe for or purchase
   securities. Except for approval by the Company's stockholders, no
   approval or authorization of the Board of Directors or others is
   required for the issuance and sale of the Securities. Except as
   described in the SEC Reports, there are no stockholders agreements,
   voting agreements or other similar agreements with respect to the
   Company's capital stock to which the Company is a party.

        (h)  SEC REPORTS; FINANCIAL STATEMENTS. The Company has complied
   in all material respects with requirements to file all reports,
   schedules, forms, statements and other documents required to be filed
   by the Company under the Exchange Act, including pursuant to Section
   13(a) or 15(d) thereof, for the year preceding the date hereof (or
   such shorter period as the Company was required by law or regulation
   to file such material) (the foregoing materials, including the
   exhibits thereto and documents incorporated by reference therein,
   being collectively referred to herein as the "SEC Reports") on a
   timely basis or has received a valid extension of such time of filing
   and has filed any such SEC Reports prior to the expiration of any such
   extension. As of their respective dates, the SEC Reports complied in
   all material respects with the requirements of the Securities Act and
   the Exchange Act, as applicable, and the rules and regulation of the
   Commission promulgated there under, and none of the SEC Reports, when
   filed, contained any untrue statement of a material fact or omitted to
   state a material fact required to be stated therein or necessary in
   order to make the statements therein, in the light of the
   circumstances under which they were made, not misleading. The
   financial statements of the Company included in the SEC Reports comply
   in all material respects with applicable accounting requirements and
   the rules and regulations of the Commission with respect thereto as in
   effect at the time of filing. Such financial statements have been
   prepared in accordance with United States generally accepted
   accounting principles applied on a consistent basis during the periods
   involved ("GAAP"), except as may be otherwise specified in such
   financial statements or the notes thereto and except that unaudited
   financial statements may not contain all footnotes required by GAAP,
   and fairly present in all material respects the financial position of
   the Company and its consolidated Subsidiaries as of and for the dates
   thereof and the results of operations and cash flows for the periods
   then ended, subject, in the case of unaudited statements, to normal,
   immaterial, year-end audit adjustments.

        (i)  MATERIAL CHANGES; UNDISCLOSED EVENTS, LIABILITIES OR
   DEVELOPMENTS. Since the date of the latest audited financial
   statements included within the SEC Reports except as disclosed in the
   SEC Reports, (i) there has been no event, occurrence or development
   that has had or that would result in a Material Adverse Effect, (ii)
   the Company has not incurred any liabilities (contingent or otherwise)
   other than (A) trade payables and accrued expenses incurred in the
   ordinary course of business consistent with past practice and (B)
   liabilities not required to be reflected in the Company's financial
   statements pursuant to GAAP or disclosed in filings made with the

                                     16







   Commission, (iii) the Company has not altered its method of accounting
   except as required by law or GAAP, (iv) the Company has not declared
   or made any dividend or distribution of cash or other property to its
   stockholders or purchased, redeemed or made any agreements to purchase
   or redeem any shares of its capital stock and (v) the Company has not
   issued any equity securities to any officer, director or Affiliate,
   except pursuant to existing Company equity compensation plans. The
   Company does not have pending before the Commission any request for
   confidential treatment of information. Except with respect to the
   transactions contemplated by this Agreement or as set forth in the SEC
   Reports, since the end of the period covered by the last SEC report,
   no event, liability or development has occurred or exists with respect
   to the Company or its Subsidiaries or their respective business,
   properties, operations or financial condition, that would be required
   to be disclosed by the Company under applicable securities laws at the
   time this representation is made or deemed made that has not been
   publicly disclosed prior to the date of this Agreement.

        (j)  LITIGATION. Except as disclosed in the SEC Reports, there is
   no action, suit, or proceeding or, to the knowledge of the Company,
   investigation, pending or, to the knowledge of the Company, threatened
   against or affecting the Company, any Subsidiary or any of their
   respective properties before or by any court, arbitrator, governmental
   or administrative agency or regulatory authority (federal, state,
   county, local or foreign) (collectively, an "Action") in effect as of
   the date hereof which (i) challenges the legality, validity or
   enforceability of any of the Transaction Documents or (ii) would, if
   there were an unfavorable decision, have a Material Adverse Effect.
   Neither the Company nor any Subsidiary, nor, to the knowledge of the
   Company, any director or officer thereof, is or has been the subject
   of any Action involving a claim of violation of or liability under
   federal or state securities laws or a claim of breach of fiduciary
   duty. To the knowledge of the Company, there is not pending or
   contemplated any investigation by the Commission involving the Company
   or any current or former director or officer of the Company. To the
   knowledge of the Company, the Commission has not issued any stop order
   or other order suspending the effectiveness of any registration
   statement filed by the Company or any Subsidiary under the Exchange
   Act or the Securities Act.

        (k)  LABOR RELATIONS. No material labor dispute exists or, to the
   knowledge of the Company, is imminent with respect to any of the
   employees of the Company which would have a Material Adverse Effect.
   No executive officer, to the knowledge of the Company, is in violation
   of any material term of any employment contract, confidentiality,
   disclosure or proprietary information agreement or non-competition
   agreement, or any other contract or agreement or any restrictive
   covenant, and, to the Company's knowledge, the continued employment of
   each such executive officer does not subject the Company or any of its
   Subsidiaries to any liability with respect to any of the foregoing
   matters. The Company and its Subsidiaries are in compliance with all
   U.S. federal, state, local and foreign laws and regulations relating

                                     17







   to employment and employment practices, terms and conditions of
   employment and wages and hours, except where the failure to be in
   compliance would not, individually or in the aggregate, have a
   Material Adverse Effect.

        (l)  COMPLIANCE. Except as disclosed in the SEC Reports, neither
   the Company nor any Subsidiary (i) is in default under or in violation
   of (and no event has occurred that has not been waived that, with
   notice or lapse of time or both, would result in a default by the
   Company or any Subsidiary under), nor has the Company or any
   Subsidiary received notice of a claim that it is in default under or
   that it is in violation of, any indenture, loan or credit agreement or
   any other agreement or instrument to which it is a party or by which
   it or any of its properties is bound (whether or not such default or
   violation has been waived), (ii) is in violation of any order of any
   court, arbitrator or governmental body, or (iii) is or has been in
   violation of any statute, rule or regulation of any governmental
   authority, including without limitation all foreign, federal, state
   and local laws applicable to its business and all such laws that
   affect the environment, except in each case as would not have a
   Material Adverse Effect.

        (m)  REGULATORY PERMITS. Except as disclosed in the SEC Reports,
   the Company and the Subsidiaries possess all certificates,
   authorizations and permits issued by the appropriate federal, state,
   local or foreign regulatory authorities necessary to conduct their
   respective businesses as described in the SEC Reports, except where
   the failure to possess such permits would not have a Material Adverse
   Effect ("Material Permits"), and neither the Company nor any
   Subsidiary has received any notice of proceedings in the last year
   relating to the revocation or modification of any Material Permit.

        (n)  TITLE TO ASSETS. The Company and the Subsidiaries have good
   title in fee simple to all real property owned by them and good title
   in all personal property owned by them that is material to the
   business of the Company and the Subsidiaries, in each case free and
   clear of all Liens, except for Liens that do not materially affect the
   value of such property and do not materially interfere with the use
   made and proposed to be made of such property by the Company and the
   Subsidiaries and Liens for the payment of federal, state or other
   taxes, the payment of which is neither delinquent nor subject to
   penalties. Any real property and facilities held under lease by the
   Company and the Subsidiaries are held by them under valid, subsisting
   and enforceable leases with which the Company and the Subsidiaries are
   in compliance.

        (o)  PATENTS AND TRADEMARKS. The Company and the Subsidiaries
   have, or have rights to use, all patents, patent applications,
   trademarks, trademark applications, service marks, trade names, trade
   secrets, inventions, copyrights, licenses and other intellectual
   property rights and similar rights necessary or material for use in
   connection with their respective businesses as described in the SEC

                                     18







   Reports and which the failure to so have would have a Material Adverse
   Effect (collectively, the "Intellectual Property Rights"). Neither the
   Company nor any Subsidiary has received a notice (written or
   otherwise) in the last year that any of the Intellectual Property
   Rights used by the Company or any Subsidiary violates or infringes
   upon the rights of any Person. To the knowledge of the Company, there
   is no existing infringement by another Person of any of the
   Intellectual Property Rights. The Company and its Subsidiaries have
   taken reasonable measures to protect the secrecy, confidentiality and
   value of all of their intellectual properties, except where failure to
   do so would not, individually or in the aggregate, have a Material
   Adverse Effect.

        (p)  INSURANCE. The Company and the Subsidiaries have insurance
   policies against such losses and risks and in such amounts as
   management for the Company believes is appropriate for the businesses
   in which the Company and the Subsidiaries are engaged, including, but
   not limited to, directors and officers insurance coverage. To the
   knowledge of the Company, such insurance contracts are accurate and
   complete.

        (q)  TRANSACTIONS WITH AFFILIATES AND EMPLOYEES. Except as set
   forth in the SEC Reports, none of the officers or directors of the
   Company and, to the knowledge of the Company, none of the employees of
   the Company is presently a party to any transaction with the Company
   or any Subsidiary (other than for services as employees, officers and
   directors), including any contract, agreement or other arrangement
   providing for the furnishing of services to or by, providing for
   rental of real or personal property to or from, or otherwise requiring
   payments to or from any officer, director or such employee or, to the
   knowledge of the Company, any entity in which any officer, director,
   or any such employee has a substantial interest or is an officer,
   director, trustee or partner, other than for (i) payment of salary or
   consulting fees for services rendered, (ii) reimbursement for expenses
   incurred on behalf of the Company and (iii) other employee benefits,
   including stock option agreements or any other similar arrangements
   under any equity plan of the Company.

        (r)  SARBANES-OXLEY; INTERNAL ACCOUNTING CONTROLS. The Company is
   in material compliance with all provisions of the Sarbanes-Oxley Act
   of 2002 which are applicable to it as of the Closing Date. The Company
   and the Subsidiaries maintain a system of internal accounting controls
   that is designed to provide reasonable assurance that (i) transactions
   are executed in accordance with management's general or specific
   authorizations, (ii) transactions are recorded as necessary to permit
   preparation of financial statements in conformity with GAAP and to
   maintain asset accountability, (iii) access to assets is permitted
   only in accordance with management's general or specific
   authorization, and (iv) the recorded accountability for assets is
   compared with the existing assets at reasonable intervals and
   appropriate action is taken with respect to any differences. The
   Company has established disclosure controls and procedures (as defined

                                     19







   in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company that
   are designed to ensure that information required to be disclosed by
   the Company in the reports it files or submits under the Exchange Act
   is recorded, processed, summarized and reported, within the time
   periods specified in the Commission's rules and forms. The Company's
   certifying officers have evaluated the effectiveness of the Company's
   disclosure controls and procedures required under the Exchange Act.

        (s)  CERTAIN FEES. Except as otherwise provided in the
   Transaction Documents, no brokerage or finder's fees or commissions
   are or will be payable by the Company to any broker, financial advisor
   or consultant, finder, placement agent, investment banker, bank or
   other Person with respect to the transactions contemplated by the
   Transaction Documents. The Purchasers shall have no obligation with
   respect to any fees or with respect to any claims made by or on behalf
   of other Persons for fees of a type contemplated in this Section that
   may be due from the Company in connection with the transactions
   contemplated by the Transaction Documents.

        (t)  INVESTMENT COMPANY. The Company is not, and immediately
   after receipt of payment for the Securities, will not be an
   "investment company" within the meaning of the Investment Company Act
   of 1940, as amended.

        (u)  REGISTRATION RIGHTS. Except as disclosed in the SEC Reports,
   no Person has any right to cause the Company to effect the
   registration under the Securities Act of any securities of the
   Company, which rights are currently not satisfied.

        (v)  LISTING AND MAINTENANCE REQUIREMENTS. The Common Stock is
   registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and
   the Company has taken no action designed to, or which to its knowledge
   is likely to have the effect of, terminating the registration of the
   Common Stock under the Exchange Act nor has the Company received any
   notification that the Commission is contemplating terminating such
   registration. The Company has not, in the 12 months preceding the date
   hereof, received notice from any Trading Market on which the Common
   Stock is or has been listed or quoted to the effect that the Company
   is not in compliance with the listing or maintenance requirements of
   such Trading Market.

        (w)  APPLICATION OF TAKEOVER PROTECTIONS. The Company and the
   Board of Directors have taken all necessary action, if any, in order
   to render inapplicable any control share acquisition, business
   combination, poison pill (including any distribution under a rights
   agreement) or other similar anti-takeover provision under the
   Company's certificate of incorporation (or similar charter documents)
   or the laws of its state of incorporation that is or could become
   applicable to the Purchaser as a result of the Purchaser and the
   Company fulfilling their obligations or exercising their rights under
   the Transaction Documents, including without limitation as a result of


                                     20







   the Company's issuance of the Securities and the Purchaser ownership
   of the Securities.

        (x)  "Indebtedness" The SEC Reports sets forth as of the dates
   specified therein all outstanding secured and unsecured Indebtedness
   of the Company or any Subsidiary, or for which the Company or any
   Subsidiary has commitments. For the purposes of this Agreement,
   "Indebtedness" means (a) any liabilities for borrowed money or amounts
   owed in excess of $50,000 (other than trade accounts payable incurred
   in the ordinary course of business) and (b) all guaranties,
   endorsements and other contingent obligations in respect of
   indebtedness of others, whether or not the same are or should be
   reflected in the Company's balance sheet (or the notes thereto),
   except guaranties by endorsement of negotiable instruments for deposit
   or collection or similar transactions in the ordinary course of
   business. Neither the Company nor any Subsidiary is in default with
   respect to any Indebtedness.

        (y)  TAX STATUS. Except for matters that would not, individually
   or in the aggregate, have a Material Adverse Effect, the Company and
   each Subsidiary has filed all necessary federal, state and foreign
   income and franchise tax returns and has paid or accrued all taxes
   shown as due thereon, and the Company has no knowledge of a tax
   deficiency which has been asserted or threatened against the Company
   or any Subsidiary in the last year.

        (z)  FOREIGN CORRUPT PRACTICES. Neither the Company, nor to the
   knowledge of the Company, any agent or other person acting on behalf
   of the Company, has (i) directly or indirectly, used any funds for
   unlawful contributions, gifts, entertainment or other unlawful
   expenses related to foreign or domestic political activity, (ii) made
   any unlawful payment to foreign or domestic government officials or
   employees or to any foreign or domestic political parties or campaigns
   from corporate funds, (iii) failed to disclose fully any contribution
   made by the Company (or made by any person acting on its behalf of
   which the Company is aware) which is in violation of law, or (iv)
   violated in any material respect any provision of the Foreign Corrupt
   Practices Act of 1977, as amended.

        (aa) Except for the representations and warranties of the Company
   contained in this Section 3.2, neither the Company nor any other
   Person on behalf of the Company makes any other express or implied
   representation or warranty with respect to the Company or any of its
   Affiliates or with respect to any other information provided by the
   Company or any of its Affiliates.

        3.3  REPRESENTATIONS AND WARRANTIES OF THE PURCHASER. Purchaser
   hereby represents and warrants as of the date hereof and as of the
   Closing Date to the Company as follows:

        (a)  ORGANIZATION; AUTHORITY. Purchaser is an entity duly
   organized, validly existing and in good standing under the laws of the

                                     21







   jurisdiction of its organization with full right, limited liability
   company power and authority to enter into and to consummate the
   transactions contemplated by this Agreement and the other Transaction
   Documents and otherwise to carry out its obligations hereunder and
   thereunder. The execution and delivery of this Agreement and the other
   Transaction Documents and performance by Purchaser of the transactions
   contemplated by this Agreement and the other Transaction Documents
   have been duly authorized by all necessary limited liability company
   or similar action on the part of Purchaser. Each Transaction Document
   to which it is a party has been duly executed by Purchaser, and when
   delivered by Purchaser in accordance with the terms hereof, will
   constitute the valid and legally binding obligation of Purchaser,
   enforceable against it in accordance with its terms, except (i) as
   limited by general equitable principles and applicable bankruptcy,
   insolvency, reorganization, moratorium and other laws of general
   application affecting enforcement of creditors' rights generally, (ii)
   as limited by laws relating to the availability of specific
   performance, injunctive relief or other equitable remedies and (iii)
   insofar as indemnification and contribution provisions may be limited
   by applicable law.

        (b)  OWN ACCOUNT. Purchaser is acquiring the Shares (including
   the Securities) contemplated by this Agreement as principal for its
   own account and not with a view to or for distributing or reselling
   such Shares or any part thereof in violation of the Securities Act or
   any applicable state securities law, has no present intention of
   distributing any of such Shares in violation of the Securities Act or
   any applicable state securities law and has no direct or indirect
   arrangement or understandings with any other persons to distribute or
   regarding the distribution of such Shares (this representation and
   warranty not limiting Purchaser's right to sell the Shares otherwise
   in compliance with applicable federal and state securities laws) in
   violation of the Securities Act or any applicable state securities
   law.

        (c)  PURCHASER'S FUNDS. Purchaser has available all the funds
   necessary to consummate the Offer and the purchase of the Securities
   contemplated hereby, and to make all other necessary payments of fees
   and expenses required to be paid by Purchaser relating to such
   transactions, and Purchaser (i) has deposited  the Purchase Escrow
   Amount with the Escrow Agent on the date hereof, and (ii) shall have
   provided written evidence satisfactory to the Company of the
   availability of the aggregate maximum amount of the consideration
   needed to consummate the Offer totaling $1,500,00 no later than three
   (3) days prior to the Closing Date.

        (d)  PURCHASER STATUS. At the time Purchaser was offered the
   Securities, it was, and at the date hereof it is an "accredited
   investor" as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or
   (a)(8) under the Securities Act. Purchaser is not required to be
   registered as a broker-dealer under Section 15 of the Exchange Act.


                                     22







        (e)  CERTAIN FEES. Except for fees payable by Purchaser to MC
   Capital Funding Group and except as otherwise provided in the
   Transaction Documents, no brokerage or finder's fees or commissions
   are or will be payable by the Purchaser to any broker, financial
   advisor or consultant, finder, placement agent, investment banker,
   bank or other person with respect to the transactions contemplated by
   the Transaction Documents. Otherwise, Purchaser shall have no
   obligation with respect to any such fees or with respect to any claims
   made by or on behalf of other persons for fees of a type contemplated
   in this Section.

        (f)  EXPERIENCE OF PURCHASER. Purchaser, either alone or together
   with its representatives, has such knowledge, sophistication and
   experience in business and financial matters so as to be capable of
   evaluating the merits and risks of the prospective investment in the
   Shares to be acquired hereunder, and has so evaluated the merits and
   risks of such investment. Purchaser acknowledges that an investment in
   such Shares involves a high degree of risk and that Purchaser is able
   to bear the economic risk of an investment in such Shares and, at the
   present time, is able to afford a complete loss of such investment.

        (g)  LITIGATION. There is no action, suit, inquiry, notice of
   violation, proceeding or investigation pending or, to the knowledge of
   the Purchaser, threatened against or affecting the Purchaser, any
   Subsidiary or any of their respective properties before or by any
   court, arbitrator, governmental or administrative agency or regulatory
   authority (federal, state, county, local or foreign) (collectively, an
   "Action") which (i) adversely affects or challenges the legality,
   validity or enforceability of any of the Transaction Documents or the
   Securities or (ii) would, if there were an unfavorable decision, have
   a Material Adverse Effect. There has not been, and to the knowledge of
   the Purchaser, there is not pending or contemplated, any investigation
   by the Commission involving the Purchaser or any current or former
   member or officer of the Purchaser.

        (h)  FILINGS, CONSENTS AND APPROVALS. The Purchaser is not
   required to obtain any consent, waiver, authorization or order of,
   give any notice to, or make any filing or registration with, any court
   or other federal, state, local or other governmental authority or
   other Person in connection with the execution, delivery and
   performance by the Purchaser of the Transaction Documents, other than
   filings required pursuant to Section 2.3 of this Agreement.

        (i)  SHORT SALES AND CONFIDENTIALITY PRIOR TO THE DATE HEREOF.
   Other than consummating the transactions contemplated hereunder,
   Purchaser has not, nor has any Person acting on behalf of or pursuant
   to any understanding with Purchaser, directly or indirectly executed
   any purchases or sales, including Short Sales, of the securities of
   the Company during the period commencing from the time that Purchaser
   and its Affiliates first submitted a term sheet (written or oral) to
   the Company setting forth the material terms of the transactions
   contemplated hereunder. Neither Purchaser nor any of its Affiliates

                                     23







   owns, directly or indirectly, beneficially or of record, any Shares,
   and none of Purchaser or any of its Affiliates holds any rights to
   acquire Shares except pursuant to this Agreement. Other than to other
   Persons party to this Agreement, Purchaser has maintained the
   confidentiality of all disclosures made to it in connection with this
   transaction (including the existence and terms of this transaction).
   The Purchaser acknowledges that it has read the SEC Reports. The
   Purchaser has not received any written documents that would constitute
   an offer to sell, or the solicitation of an offer to buy the
   Securities or that would constitute a prospectus under the Securities
   Act.

        (j)  INTERIM OPERATIONS OF PURCHASER.  Purchaser was formed
   solely for the purpose of engaging in the transactions contemplated by
   this Agreement and has not engaged in any business activities or
   conducted any operations other than in connection with the
   transactions contemplated by this Agreement.

        (k)  DISCLOSURE.  None of the information supplied or to be
   supplied by Purchaser for inclusion in the Schedule 14D-9 or the Offer
   Documents or the Company Proxy Statement, including any amendment or
   supplement to the Schedule 14D-9 or the Offer Documents or the Company
   Proxy Statement, will, at the respective times such documents are
   filed, contain any untrue statement of a material fact, or omit to
   state any material fact necessary in order to make the statements made
   therein in light of the circumstances under which they are made not
   misleading.

                                 ARTICLE IV.
                       OTHER AGREEMENTS OF THE PARTIES

        4.1  SECURITIES LAWS DISCLOSURE; PUBLICITY. The Company shall (a)
   by 9:30 a.m. (New York City time) on the Business Day immediately
   following the date hereof, issue a press release disclosing the
   material terms of the transactions contemplated hereby, and (b) within
   the time period prescribed by the Exchange Act, file a Current Report
   on Form 8-K disclosing the material terms of the transactions
   contemplated hereby and including this Agreement as an exhibit
   thereto. The Company shall provide the Purchaser a reasonable
   opportunity to review and comment upon the press release and the
   Current Report on Form 8-K to be filed by the Company in accordance
   with the Exchange Act prior to the release or filing thereof. The
   Company and Purchaser shall consult with each other in issuing any
   other press releases with respect to the transactions contemplated
   hereby, and neither the Company nor Purchaser shall issue any such
   press release or otherwise make any such public statement without the
   prior consent of the Company, with respect to any press release of the
   Purchaser, or without the prior consent of  Purchaser, with respect to
   any press release of the Company, which consent shall not unreasonably
   be withheld or delayed, except if such disclosure is required by law
   or the rules of any listing agreement with any securities exchange, in


                                     24







   which case the disclosing party shall promptly provide the other party
   with prior notice of such public statement or communication..

        4.2  ADDITIONAL AGREEMENTS; COOPERATION.

        (a)  Subject to the terms and conditions herein provided, each of
   the parties hereto agrees to use its best efforts to take, or cause to
   be taken, all action and to do, or cause to be done, all things
   necessary, proper or advisable to consummate and make effective as
   promptly as practicable the transactions contemplated by this
   Agreement, and to cooperate with each other in connection with the
   foregoing, including using its best efforts (i) to obtain all
   necessary waivers, consents and approvals from other parties to loan
   agreements, material leases and other material contracts, (ii) to
   obtain all necessary consents, approvals and authorizations as are
   required to be obtained under any federal, state or foreign law or
   regulations, (iii) to defend all lawsuits or other legal proceedings
   challenging this Agreement or the consummation of the transactions
   contemplated hereby, (iv) to lift or rescind any injunction or
   restraining order or other order adversely affecting the ability of
   the parties to consummate the transactions contemplated hereby, (v) to
   effect all necessary registrations and filings, including, but not
   limited to, submissions of information requested by governmental
   authorities, (vi) to provide all necessary information for the Company
   Proxy Statement and (vii) to fulfill all conditions to this Agreement.

        (b)  Each of the parties hereto agrees to furnish to the other
   party hereto such necessary information and reasonable assistance as
   such other party may request in connection with its preparation of
   necessary filings or submissions to any regulatory or governmental
   agency or authority, including, without limitation, any filing
   necessary under any applicable Federal or state statute. At any time
   upon the written request of Purchaser, the Company shall advise
   Purchaser of the number of Shares outstanding.

        4.3  NO SOLICITATION.

        (a)  Neither the Company nor any of its affiliates will, directly
   or indirectly, through any directors, officers, employees, agents,
   representatives or otherwise, solicit, initiate, facilitate or
   encourage (including by way of furnishing or disclosing non-public
   information) any inquiries or the making of any proposal with respect
   to any merger, consolidation or other business combination involving
   the Company or its Subsidiaries or the acquisition of all or any
   significant assets or capital stock of the Company and its
   Subsidiaries taken as a whole ("Acquisition Proposal") or negotiate,
   explore or otherwise engage in discussions with any person (other than
   Purchaser and its representatives) with respect to any Acquisition
   Proposal or enter into any agreement, arrangement or understanding
   requiring it to abandon, terminate or fail to consummate the
   transactions contemplated hereby.


                                     25







        (b)  Notwithstanding the provisions of Section 4.3(a) hereof, in
   the event that prior to the consummation of the transactions
   contemplated by this Agreement, the Board of Directors determines in
   good faith, after consultation with outside counsel, that it is
   necessary to respond to an Unsolicited Superior Proposal (as defined
   below) or an Acquisition Proposal that it reasonably believes could
   lead to an Unsolicited Superior Proposal in order to comply with its
   fiduciary duties to the Company's stockholders under applicable law,
   (i) the Company may directly or indirectly through any directors,
   officers, employees, agents, representatives or otherwise (x)
   participate in discussions or negotiations with the Person making such
   proposal and (y) provide to such Person non-public information and
   access to properties, books, records and personnel of the Company,
   subject to entering into, and providing the Purchaser with a copy of,
   a confidentiality agreement entered into with such Person in such form
   as is reasonably acceptable to the Company, and (ii) the Board of
   Directors may (x) withdraw or modify its approval or recommendation of
   this Agreement or (y) approve or recommend an Unsolicited Superior
   Proposal or terminate this Agreement (and concurrently with or after
   such termination, if it so chooses, cause the Company to enter into
   any agreement with respect to any Unsolicited Superior Proposal), but
   in each of the cases set forth in this clause (ii)(y), no action shall
   be taken by the Company pursuant to clause (ii)(y) until a time that
   is after the fifth (5th) business day following Purchaser's receipt of
   written notice advising Purchaser that the Board of Directors has
   received an Unsolicited Superior Proposal, specifying the material
   terms and conditions of such Unsolicited Superior Proposal and
   identifying the person making such Unsolicited Superior Proposal, to
   the extent such identification of the person making such proposal does
   not breach the fiduciary duties of the Board of Directors as advised
   by outside legal counsel. For purposes of this Agreement, an
   "Unsolicited Superior Proposal" means any bona fide, unsolicited,
   written proposal made by a third party to acquire, directly or
   indirectly, for consideration consisting of cash and/or securities,
   more than 50% of the voting power of the shares of Company Common
   Stock then outstanding or all or substantially all the assets of the
   Company and otherwise on terms that the Board of the Company
   determines in its good faith judgment (after consultation with its
   financial advisor) to be more favorable to the Company's stockholders
   than the transactions contemplated by this Agreement.

        (c)  In addition to the obligations of the Company set forth in
   paragraphs (a) and (b) of this Section 4.3, the Company shall
   immediately advise Purchaser orally and in writing of any request for
   non-public information from any Person in connection with making an
   Acquisition Proposal or of any Acquisition Proposal, the material
   terms and conditions of such request or Acquisition Proposal, and to
   the extent such disclosure is not a breach of the fiduciary duties of
   the Board of Directors as advised by outside legal counsel, the
   identity of the person making such request or Acquisition Proposal.



                                     26







        (d)  Nothing contained in this Section 4.3 shall prohibit the
   Company from taking and disclosing to its stockholders a position
   contemplated by Rule 14e-2(a) promulgated under the Exchange Act, or
   from making any disclosure to the Company's stockholders if, in the
   good faith judgment of the Board of Directors, after consultation with
   outside counsel, failure to disclose would be inconsistent with its
   fiduciary duties to the Company's stockholders under applicable law;
   provided, however, that neither the Company nor the Board of Directors
   nor any committee thereof shall, except as permitted by Section
   4.3(b), withdraw or modify, or propose publicly to withdraw or modify,
   its position with respect to this Agreement or approve or recommend,
   or propose publicly to approve or recommend, a Acquisition Proposal.

        4.4  ACCESS TO INFORMATION.

        (a)  From the date of this Agreement until the Closing Date, the
   Company will give Purchaser and its authorized representatives
   (including counsel, environmental and other consultants, accountants
   and auditors) full access during normal business hours to all
   facilities, personnel and operations and to all books, records,
   documents, contracts, and financial statements of it and its
   Subsidiaries, provided such access does not unreasonably disrupt the
   Company's operations, and will cause its officers and those of its
   Subsidiaries to furnish Purchaser with such financial and operating
   data and other information regularly prepared by the Company with
   respect to its business and properties as Purchaser may from time to
   time reasonably request.

        (b)  Purchaser acknowledges that information received by it or
   them concerning the Company and its operations is subject to the
   Confidentiality Agreement dated February 11, 2009 between Purchaser
   and the Company ("Confidentiality Agreement""), which remains in full
   force and effect. Without limiting the foregoing, Purchaser will not,
   and will cause its Affiliates and representatives not to, use any
   information obtained pursuant to Section 4.4(a) for any purpose
   unrelated to the consummation of the transactions contemplated by this
   Agreement.

        4.5  NOTIFICATION OF CERTAIN MATTERS.  The Company or Purchaser,
   as the case may be, shall promptly notify the other of (i) its
   obtaining of actual knowledge as to the occurrence, or failure to
   occur, of any event, which occurrence or failure to occur would be
   likely to cause or result in the failure of a condition to Closing
   specified in Section 2.5 hereof; provided, however, that no such
   notification shall affect the representations or warranties of the
   parties or the conditions to the obligations of the parties hereunder.

        4.6  RESIGNATION AND APPOINTMENT OF CERTAIN DIRECTORS AND
   OFFICERS.  At or prior to the Closing Date, (a) the Company shall
   deliver to Purchaser the resignations of (i) Sheldon Brottman, Edward
   Hunter, Thomas Kosnik and Kent Yauch from their positions as directors
   of the Company, and (ii) Herbert F. Imhoff, Jr. from his officer

                                     27







   positions as Chief Executive Officer of the Company and Chairman of
   the Board (such resignation shall not, however, include Mr. Imhoff's
   resignation as a member of the Board), with such resignations, in the
   case of each of clauses (i) and (ii), to be effective as of the
   Closing, and (b) the Company shall cause (i) each of Stephen Pence,
   Charles (Chuck) W.B. Wardell III and Jerry Lancaster to be appointed
   to the Board, and (ii) Ronald E. Heineman to be appointed as Chief
   Executive Officer of the Company and Stephen Pence to be appointed as
   Chairman of the Board, with such appointments, in the case of each of
   clauses (i) and (ii), to be effective as of the Closing and
   immediately after the resignations described in the foregoing clause
   (a).

        4.7  DIRECTORS' AND OFFICERS' INSURANCE.

        (a)  Purchaser shall cause to be maintained in effect for not
   less than six (6) years from the Closing Date the current policies of
   the directors' and officers' liability insurance maintained by the
   Company (provided that Purchaser may substitute therefore policies of
   at least the same coverage containing terms and conditions which are
   no less advantageous) with respect to matters occurring on or prior to
   the Closing Date; provided, that in no event shall Purchaser or the
   Company be required to expend annually more than 150% of the amount
   that the Company spent for these purposes in the last fiscal year to
   maintain or procure insurance coverage pursuant hereto.

        (b)  From and after the Closing Date, Purchaser shall cause the
   Company to indemnify and hold harmless each person who is now, at any
   time has been or who becomes prior to the Closing Date a director or
   officer of Company or any of its Subsidiaries, and their heirs and
   personal representatives (the "Indemnified Parties"), against any and
   all expenses incurred in connection with any claim, suit,
   investigation or proceeding arising out of or pertaining to any action
   or omission occurring on or prior to the Closing Date (including,
   without limitation, any claim, suit, investigation or proceeding which
   arises out of or relates to the transactions contemplated by this
   Agreement), and shall promptly pay to each Indemnified Party expenses
   incurred by each Indemnified Party in connection with and in advance
   of the final disposition of any such claim, suit, investigation or
   proceeding, in each case, to the full extent permitted by law.

        (c)  The certificate of incorporation and by-laws of the Company
   shall contain the provisions with respect to indemnification set forth
   in the certificate of incorporation and by-laws of Company as of the
   Closing, which provisions shall not be amended, repealed or otherwise
   modified after the Closing in any manner that would adversely affect
   the rights thereunder of the Indemnified Parties in respect of actions
   or omissions occurring at or prior to the Closing (including, without
   limitation, the transactions contemplated by this Agreement).




                                     28







        (d)  The provisions of this Section 4.7 are intended to be for
   the benefit of, and shall be enforceable by, each of the Indemnified
   Parties, his or her heirs and his or her personal representatives.

        4.8  FEES AND EXPENSES.  Except as otherwise provided in Section
   6.2, whether or not the transactions contemplated by this Agreement
   are consummated, the Company and Purchaser shall bear their respective
   expenses incurred in connection with this Agreement, including,
   without limitation, the preparation, execution and performance of this
   Agreement and the transactions contemplated hereby, and all fees and
   expenses of investment bankers, finders, brokers, agents,
   representatives, counsel and accountants.

        4.9  STOCKHOLDER LITIGATION.  Each of the Company and Purchaser
   shall give the other the reasonable opportunity to participate in the
   defense of any stockholder litigation against or in the name of the
   Company or Purchaser, as applicable, and/or their respective directors
   relating to the transactions contemplated by this Agreement.

        4.10 STOCKHOLDER RIGHTS PLAN. Prior to the earlier of the Closing
   and the termination of this Agreement, no claim will be made or
   enforced by the Company or, with the consent of the Company, any other
   Person, that the Purchaser is an "Acquiring Person" under any control
   share acquisition, business combination, poison pill (including any
   distribution under a rights agreement) or similar anti-takeover plan
   or arrangement in effect or hereafter adopted by the Company, or that
   Purchaser could be deemed to trigger the provisions of any such plan
   or arrangement, by virtue of receiving Securities under the
   Transaction Documents or under any other agreement between the Company
   and the Purchasers.

        4.11 RESERVATION OF COMMON STOCK. As of the date hereof, the
   Company has reserved and the Company shall continue to reserve and
   keep available at all times, free of preemptive rights, a sufficient
   number of shares of Common Stock for the purpose of enabling the
   Company to issue Securities pursuant to this Agreement.

        4.12 PURCHASE OR SALES AFTER THE DATE HEREOF.  Purchaser
   covenants that neither it nor any Affiliate acting on its behalf or
   pursuant to any understanding with it will execute any purchase or
   sale of the Company's Common Stock during the period commencing on the
   date hereof and ending at the Closing Date.

        4.13 RESTRICTED TRANSACTIONS.  For a period of three years after
   the Closing Date, neither the Company nor any of its Subsidiaries
   shall, and Purchaser shall not cause or permit the Company or any of
   its Subsidiaries to: (a) declare, set aside or pay any cash dividend
   in respect of its capital stock or purchase, redeem or otherwise
   acquire any shares of its own capital stock or any of its
   Subsidiaries, or (b) enter into any management agreement, advisory
   agreement, consulting agreement or similar agreement with, or pay any


                                     29







   fees to, Purchaser or any of its Affiliates, including River Falls
   Financial Services, Inc. or any of its Affiliates.

                                 ARTICLE V.
                    CONDUCT OF BUSINESS OF PURCHASER AND
                    THE COMPANY PENDING THE CLOSING DATE

        5.1  CONDUCT OF BUSINESS OF THE COMPANY PENDING THE CLOSING DATE.

        (a)  Except as contemplated by this Agreement, or as expressly
   agreed to in writing by Purchaser, during the period from the date of
   this Agreement until the Closing Date, each of the Company and its
   Subsidiaries will conduct their respective operations according to its
   ordinary course of business consistent with past practice, and will
   use all commercially reasonable efforts to preserve intact its
   business organization, to keep available the services of its officers
   and employees and to maintain satisfactory relationships with
   suppliers, distributors, customers and others having business
   relationships with it and will take no action which would materially
   adversely affect the ability of the parties to consummate the
   transactions contemplated by this Agreement. Without limiting the
   generality of the foregoing, and except as otherwise expressly
   provided in this Agreement, prior to the Closing Date, the Company
   will not nor will it permit any of its Subsidiaries to, without the
   prior written consent of Purchaser, which consent shall not be
   unreasonably withheld:

             (i)  amend its certificate of incorporation or bylaws or
   other organizational documents, except that the Company shall be
   allowed to amend its bylaws to eliminate the provision therein that
   limits the number of vacancies on the Board that can be filled by the
   Board;

             (ii) authorize for issuance, issue, sell, deliver, grant any
   options for, or otherwise agree or commit to issue, sell or deliver
   any shares of any class of its capital stock or any securities
   convertible into shares of any class of its capital stock, except
   pursuant to and in accordance with the terms of currently outstanding
   options and except for the issuance of Securities contemplated hereby;

             (iii)  split, combine or reclassify any shares of its
   capital stock, declare, set aside or pay any dividend or other
   distribution (whether in cash, stock or property or any combination
   thereof) in respect of its capital stock or purchase, redeem or
   otherwise acquire any shares of its own capital stock or of any of its
   Subsidiaries, except as otherwise expressly provided in this
   Agreement;

             (iv) (i) create, incur, assume, maintain or permit to exist
   any debt for borrowed money other than under existing lines of credit
   in the ordinary course of business consistent with past practice; (ii)
   assume, guarantee, endorse or otherwise become liable or responsible

                                     30







   (whether directly, contingently or otherwise) for the obligations of
   any other person except for its wholly owned subsidiaries, in the
   ordinary course of business and consistent with past practices; or
   (iii) make any loans, advances or capital contributions to, or
   investments in, any other person in an aggregate amount exceeding
   $50,000;

             (v)  (i) increase in any manner the compensation of any
   employee, director or officer except in the ordinary course of
   business consistent with past practice or except as required under
   currently existing agreements, plans or arrangements; (ii) pay or
   agree to pay any pension, retirement allowance or other employee
   benefit not required, or enter into or agree to enter into any
   agreement or arrangement with such director or officer or employee,
   whether past or present, relating to any such pension, retirement
   allowance or other employee benefit, except as required under
   currently existing agreements, plans or arrangements; (iii) grant any
   severance or termination pay to, or enter into any employment or
   severance agreement with any employee, officer or director except
   consistent with commercially acceptable standards or except as
   required under currently existing agreements, plans or arrangements;
   or (iv) except as may be required to comply with applicable law,
   become obligated (other than pursuant to any new or renewed collective
   bargaining agreement) under any new pension plan, welfare plan,
   multiemployer plan, employee benefit plan, benefit arrangement, or
   similar plan or arrangement, which was not in existence on the date
   hereof, including any bonus, incentive, deferred compensation, stock
   purchase, stock option, stock appreciation right, group insurance,
   severance pay, retirement or other benefit plan, agreement or
   arrangement, or employment or consulting agreement with or for the
   benefit of any person, or amend any of such plans or any of such
   agreements in existence on the date hereof; provided, however, that
   this clause (iv) shall not prohibit the Company from renewing any such
   plan, agreement or arrangement already in existence on terms no more
   favorable to the parties to such plan, agreement or arrangement;

             (vi) except as otherwise expressly contemplated by this
   Agreement, enter into any material agreements, commitments or
   contracts, except for (i) agreements, commitments or contracts for the
   purchase, sale or lease of goods or services involving payments or
   receipts by the Company or its Subsidiaries not in excess of $50,000
   individually, or (ii) agreements, commitments or contracts (or
   amendments thereof) otherwise entered into in the ordinary course of
   the Company's current business;

             (vii)  except as otherwise expressly contemplated by this
   Agreement, authorize, recommend, propose or announce an intention to
   authorize, recommend or propose, or enter into any agreement in
   principle or an agreement with respect to, any plan of liquidation or
   dissolution, any acquisition of a material amount of assets or
   securities, any sale, transfer, lease, license, pledge, mortgage, or


                                     31







   other disposition or encumbrance of a material amount of assets or
   securities or any material change in its capitalization;

             (viii)  authorize or commit to make capital expenditures in
   excess of $50,000;

             (ix) make any change in the accounting methods or accounting
   practices followed by the Company, except as required by GAAP;

             (x)  settle any action, suit, claim, investigation or
   proceeding (legal, administrative or arbitrative) in excess of $50,000
   without the consent of Purchaser;

             (xi) make any election under the Internal Revenue Code which
   would have a Material Adverse Effect; or

             (xii)  agree to do any of the foregoing.

        5.2  CONDUCT OF BUSINESS OF PURCHASER PENDING THE CLOSING DATE.
   Except as contemplated by this Agreement or as expressly agreed to in
   writing by the Company, during the period from the date of this
   Agreement to the Closing Date on which the transactions contemplated
   herein are consummated, Purchaser will use all commercially reasonable
   efforts to keep substantially intact its business, properties and
   business relationships and will take no action which would materially
   adversely affect the ability of the parties to consummate the
   transactions contemplated by this Agreement.

                                 ARTICLE VI.
                                MISCELLANEOUS

        6.1  TERMINATION.  This Agreement may be terminated and abandoned
   at any time prior to the Closing, whether before or after approval by
   the stockholders of the Company of the issuance of Securities to
   Purchaser contemplated hereby:

        (a)  by mutual written consent of Purchaser and the Company;

        (b)  by either Purchaser or the Company:

             (i)  if, upon a vote at the Stockholders Meeting, or any
   adjournment thereof, the approval of the issuance of Securities to
   Purchaser as contemplated by this Agreement by the stockholders of
   Company required by the Illinois Business Act or by the applicable
   rules of the Trading Market shall not have been obtained;

             (ii) if, without any material breach by the terminating
   party of its obligations under this Agreement, the issuance of
   Securities to Purchaser contemplated hereby and the Offer shall not
   have been consummated on or before the ninety-fifth (95th) day from
   the date of this Agreement (the "Termination Trigger Date"); provided,
   however, that if the Closing has not occurred on or prior to such 95th

                                     32







   day, and if the SEC has elected to review and/or comment upon any of
   the Schedule TO, any other Offer Document, the Schedule 14D-9 or the
   Company Proxy Statement, then the Termination Trigger Date shall be
   extended until the close of business on the 50th day after the last
   date on which the SEC completes its review of and has no further
   comments to the Schedule TO, any other Offer Document, the Schedule
   14D-9 and the Company Proxy Statement; or

             (iii)  if any Governmental Entity shall have enacted,
   entered, promulgated or enforced a final and non-appealable order,
   decree or injunction which prohibits the consummation of the
   transactions contemplated hereby (provided that the party seeking to
   rely upon this condition has fully complied with and performed its
   obligations pursuant to Section 4.2(a) hereof), or permanently enjoins
   the acceptance for payment of, or payment for, Shares pursuant to the
   Offer or Securities pursuant to the proposed sale and purchase of
   Securities contemplated hereby;

        (c)  by the Company if (i) Purchaser shall have failed to
   commence the Offer within ten (10) Business Days following the date
   hereof, or (ii) any change to the Offer is made in contravention of
   the provisions of Article II;

        (d)  by the Company, if Purchaser shall materially breach any of
   its representations, warranties or obligations hereunder which breach
   cannot be or has not been cured within 30 days after the giving of
   written notice to Purchaser, but only if such breach, individually or
   together with all other such breaches, is reasonably likely to
   materially and adversely affect Purchaser's ability to consummate the
   Offer or the purchaser of Securities to be sold to Purchaser
   hereunder; provided, however, that no cure period shall be applicable
   under any circumstances with respect to the matter set forth in
   Section 6.1(b)(i); or

        (e)  by either Purchaser or the Company if the Company enters
   into a definitive agreement to effect a Superior Proposal.

        Section 6.2    EFFECT OF TERMINATION.

        (a)  AGREEMENT VOID.  In the event of the termination and
   abandonment of this Agreement pursuant to Section 6.1, the terminating
   party shall provide written notice of such termination to the other
   party (which notice shall specify the applicable provision of Section
   6.1 under which such termination is being effected), this Agreement
   shall forthwith become void and have no effect, without any liability
   on the part of any party hereto or its Affiliates, directors, officers
   or stockholders and all rights and obligations of any party hereto
   shall cease except for agreements contained in Sections 6.4, 6.5, 6.7,
   6.8, 6.9, 6.11, 6.13, 6.14, 6.16, 6.17, 6.18 and this Section 6.2,
   provided, however, that nothing contained in this Section shall
   relieve any party from liability for fraud or any intentional breach
   of this Agreement prior to such termination.

                                     33







        (b)  TERMINATION FEE.

             (i)  If this Agreement is terminated pursuant to Section
   6.l(e), then the Company shall (provided that Purchaser is not then in
   material breach of its obligations under this Agreement) (A) pay to
   Purchaser promptly and in any event within two Business Days of such
   termination $175,000 in cash and (B) reimburse Purchaser promptly and
   in any event within seven Business Days of such termination for any of
   Purchaser's documented out-of-pocket expenses (including without
   limitation fees and expenses of outside professionals) incurred in
   connection with the transactions contemplated hereby up to an
   aggregate reimbursement amount pursuant to this clause (B) of
   $150,000, in each case, by wire transfer of immediately available
   funds to an account specified by Purchaser.  The rights of Purchaser
   to receive the payments contemplated by this Section 6.2(b)(i) shall
   be in lieu of any damages remedy or other claim by Purchaser in
   respect of the transactions contemplated hereby.

             (ii) If this Agreement is terminated pursuant to Section
   6.l(c) or Section 6.1(d), then Purchaser shall (provided that the
   Company is not then in material breach of its obligations under this
   Agreement) (A) pay to the Company promptly and in any event within two
   Business Days of such termination $175,000 in cash and (B) reimburse
   the Company promptly and in any event within seven Business Days of
   such termination for any of the Company's documented out-of-pocket
   expenses (including without limitation fees and expenses of outside
   professionals) incurred in connection with the transactions
   contemplated hereby up to an aggregate reimbursement amount pursuant
   to this clause (B) of $150,000, in each case, by wire transfer of
   immediately available funds to an account specified by the Company.
   The rights of the Company to receive the payments contemplated by this
   Section 6.2(b)(ii) shall be in lieu of any damages remedy or other
   claim by the Company in respect of the transactions contemplated
   hereby.

        6.3  NON-SURVIVAL OF REPRESENTATIONS AND WARRANTIES; COVENANTS.
   None of the representations or warranties contained in this Agreement
   or the covenants to be performed prior to the Closing shall survive
   the Closing, and thereafter there shall be no liability on the part of
   any party hereto or any of their respective officers, directors or
   stockholders in respect thereof.   The covenants and agreements
   contained herein to be performed or complied with at or after the
   Closing shall survive the execution and delivery of this Agreement,
   the Closing and the consummation of the transactions contemplated
   hereby.

        6.4  TRANSFER AGENT FEES. The Company shall pay all Transfer
   Agent fees, stamp taxes and other similar taxes and duties levied in
   connection with the delivery of any Securities to the Purchaser.

        6.5  ENTIRE AGREEMENT. This Agreement, together with the other
   Transaction Documents, and the exhibits and schedules hereto and

                                     34







   thereto, and the Confidentiality Agreement, contain the entire
   understanding of the parties with respect to the subject matter hereof
   and supersede all prior agreements and understandings, oral or
   written, with respect to such matters, which the parties acknowledge
   have been merged into such documents, exhibits and schedules.

        6.6  NOTICES. Any and all notices or other communications or
   deliveries required or permitted to be provided hereunder shall be in
   writing and shall be deemed given and effective on the earliest of (a)
   the date of transmission, if such notice or communication is delivered
   via facsimile at the facsimile number set forth on the signature pages
   attached hereto prior to 5:30 p.m. (New York City time) on a Trading
   Day, (b) the next Trading Day after the date of transmission, if such
   notice or communication is delivered via facsimile at the facsimile
   number set forth on the signature pages attached hereto on a day that
   is not a Trading Day or later than 5:30 p.m. (New York City time) on
   any Trading Day, (c) the 2nd Trading Day following the date of
   mailing, if sent by U.S. nationally recognized overnight courier
   service, or (d) upon actual receipt by the party to whom such notice
   is required to be given. The address for such notices and
   communications shall be as set forth on the signature pages attached
   hereto.

        6.7  AMENDMENTS; WAIVERS. No provision of this Agreement may be
   waived or amended except in a written instrument signed, in the case
   of an amendment, by the Company and the Purchaser, in the case of a
   waiver, by the party against whom enforcement of any such waived
   provision is sought; provided, however, that after stockholder
   approval at the Stockholders Meeting of the issuance of Securities
   contemplated hereby, no amendment shall be made which by law requires
   further approval by stockholders of the Company without obtaining such
   approval. No waiver of any default with respect to any provision,
   condition or requirement of this Agreement shall be deemed to be a
   continuing waiver in the future or a waiver of any subsequent default
   or a waiver of any other provision, condition or requirement hereof,
   nor shall any delay or omission of any party to exercise any right
   hereunder in any manner impair the exercise of any such right.

        6.8  HEADINGS. The headings herein are for convenience only, do
   not constitute a part of this Agreement and shall not be deemed to
   limit or affect any of the provisions hereof.

        6.9  SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon
   and inure to the benefit of the parties and their successors and
   permitted assigns. The Company may not assign this Agreement or any
   rights or obligations hereunder without the prior written consent of
   the Purchaser. The Purchaser may not assign this Agreement or any
   rights or obligations hereunder without the prior written consent of
   the Company.

        6.10 NO THIRD-PARTY BENEFICIARIES. This Agreement is intended for
   the benefit of the parties hereto and their respective successors and

                                     35







   permitted assigns and is not for the benefit of, nor may any provision
   hereof be enforced by, any other Person, except as otherwise set forth
   in Sections 4.7, 4.13 and 4.14.

        6.11 GOVERNING LAW. All questions concerning the construction,
   validity, enforcement and interpretation of the Transaction Documents
   shall be governed by and construed and enforced in accordance with the
   internal laws of the State of Illinois, without regard to the
   principles of conflicts of law thereof. Each party agrees that all
   legal proceedings concerning the interpretations, enforcement and
   defense of the transactions contemplated by this Agreement and any
   other Transaction Documents (whether brought against a party hereto or
   its respective affiliates, directors, officers, shareholders,
   employees or agents) shall be commenced exclusively in the state and
   federal courts sitting in the City of Chicago. Each party hereby
   irrevocably submits to the exclusive jurisdiction of the  United
   States District Court for the Northern District of Illinois for the
   adjudication of any dispute hereunder or in connection herewith or
   with any transaction contemplated hereby or discussed herein
   (including with respect to the enforcement of any of the Transaction
   Documents), and hereby irrevocably waives, and agrees not to assert in
   any suit, action or proceeding, any claim that it is not personally
   subject to the jurisdiction of any such court, that such suit, action
   or proceeding is improper or is an inconvenient venue for such
   proceeding. Each party hereby irrevocably waives personal service of
   process and consents to process being served in any such suit, action
   or proceeding by mailing a copy thereof via registered or certified
   mail or overnight delivery (with evidence of delivery) to such party
   at the address in effect for notices to it under this Agreement and
   agrees that such service shall constitute good and sufficient service
   of process and notice thereof. Nothing contained herein shall be
   deemed to limit in any way any right to serve process in any other
   manner permitted by law. If either party shall commence an action or
   proceeding to enforce any provisions of the Transaction Documents,
   then the prevailing party in such action or proceeding shall be
   reimbursed by the other party for its reasonable attorneys' fees and
   other costs and expenses incurred with the investigation, preparation
   and prosecution of such action or proceeding.

        6.12 EXECUTION. This Agreement may be executed in two or more
   counterparts, all of which when taken together shall be considered one
   and the same agreement and shall become effective when counterparts
   have been signed by each party and delivered to the other party, it
   being understood that both parties need not sign the same counterpart.
   In the event that any signature is delivered by facsimile transmission
   or by e-mail delivery of a ".pdf" format data file, such signature
   shall create a valid and binding obligation of the party executing (or
   on whose behalf such signature is executed) with the same force and
   effect as if such facsimile or ".pdf" signature page were an original
   thereof.



                                     36







        6.13 SEVERABILITY. If any term, provision, covenant or
   restriction of this Agreement is held by a court of competent
   jurisdiction to be invalid, illegal, void or unenforceable, the
   remainder of the terms, provisions, covenants and restrictions set
   forth herein shall remain in full force and effect and shall in no way
   be affected, impaired or invalidated, and the parties hereto shall use
   their commercially reasonable efforts to find and employ an
   alternative means to achieve the same or substantially the same result
   as that contemplated by such term, provision, covenant or restriction.
   It is hereby stipulated and declared to be the intention of the
   parties that they would have executed the remaining terms, provisions,
   covenants and restrictions without including any of such that may be
   hereafter declared invalid, illegal, void or unenforceable.

        6.14 REPLACEMENT OF SECURITIES. If any certificate or instrument
   evidencing any Securities is mutilated, lost, stolen or destroyed, the
   Company shall issue or cause to be issued in exchange and substitution
   for and upon cancellation thereof (in the case of mutilation), or in
   lieu of and substitution therefor, a new certificate or instrument,
   but only upon receipt of evidence reasonably satisfactory to the
   Company of such loss, theft or destruction. The applicant for a new
   certificate or instrument under such circumstances shall also pay any
   reasonable third-party costs (including customary indemnity)
   associated with the issuance of such replacement Securities.

        6.15 REMEDIES. In addition to being entitled to exercise all
   rights provided herein or granted by law, including recovery of
   damages, each of the Purchaser and the Company will be entitled to
   specific performance under the Transaction Documents. The parties
   agree that monetary damages may not be adequate compensation for any
   loss incurred by reason of any breach of obligations contained in the
   Transaction Documents and hereby agrees to waive and not to assert in
   any action for specific performance of any such obligation the defense
   that a remedy at law would be adequate.

        6.16 LIQUIDATED DAMAGES. The Company's or Purchaser's, as the
   case may be, obligations to pay any partial liquidated damages
   pursuant to Section 6.2 (if applicable) or other amounts owing under
   this Agreement or the other Transaction Documents is a continuing
   obligation of such party and shall not terminate until all unpaid
   partial liquidated damages and other amounts have been paid
   notwithstanding the fact that the instrument or security pursuant to
   which such partial liquidated damages or other amounts are due and
   payable shall have been canceled.

        6.17 SATURDAYS, SUNDAYS, HOLIDAYS, ETC.  If the last or appointed
   day for the taking of any action or the expiration of any right
   required or granted herein shall not be a Business Day, then such
   action may be taken or such right may be exercised on the next
   succeeding Business Day.



                                     37







        6.18 CONSTRUCTION. The parties agree that each of them and/or
   their respective counsel has reviewed and had an opportunity to revise
   this Agreement and the other Transaction Documents and, therefore, the
   normal rule of construction to the effect that any ambiguities are to
   be resolved against the drafting party shall not be employed in the
   interpretation of the Transaction Documents or any amendments hereto
   or thereto.

        6.19 WAIVER OF JURY TRIAL. In any action, suit or proceeding in
   any jurisdiction brought by any party against any other party, the
   parties each knowingly and intentionally, to the greatest extent
   permitted by applicable law, hereby absolutely, unconditionally,
   irrevocably and expressly waives forever trial by jury.

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                                     38







        IN WITNESS WHEREOF, the parties hereto have caused this
   Securities Purchase and Tender Offer Agreement to be duly executed by
   their respective authorized signatories as of the date first indicated
   above.


       GENERAL EMPLOYMENT ENTERPRISES, INC.


       By: /s/ Kent M. Yauch

           Name: Kent M. Yauch
           Title: Vice President, Chief Financial Officer and
           Treasurer

       One Tower Lane
       Suite 2200
       Oakbrook Terrace, Illinois 60181
       Attention: Chief Executive Officer
       Fax:  (630) 954-0595

       With a copy to (which shall not constitute notice):

       Schiff Hardin LLP
       6600 Sears Tower
       Chicago, Illinois 60606
       Attention:  Steve E. Isaacs, Esq.
       Fax:  (312) 258-5600


       PSQ, LLC


       By: /s/ Stephen B. Pence

           Name:  Stephen B. Pence
           Title: Member

       Hurstbourne Place, Suite 1205
       9300 Shelbyville Road
       Louisville, Kentucky 40222
       Telephone:  (502) 736-6200
       Facsimile:  (502) 736-6205
       Attention:  Ronald E. Heineman
       With a copy to (which shall not constitute notice):

       Law Office of Gregory Bartko, LLC
       Professional Limited Liability Company
       3475 Lenox Road, Suite 400
       Atlanta, Georgia 30326
       Attention:  Gregory Bartko, Esq.
       Fax:  866-342-4092

                                     39
</TEXT>
</DOCUMENT>
