                                                                       EXHIBIT 2


                 ASSET CONTRIBUTION AND STOCK PURCHASE AGREEMENT

         THIS ASSET  CONTRIBUTION AND STOCK PURCHASE AGREEMENT (THE "AGREEMENT")
is entered  into  effective  as of the __ day of January,  2004,  by and between
LINCOLN INTERNATIONAL CORPORATION, A KENTUCKY corporation ("Lincoln"), and AUSA,
INC., a Kentucky corporation ("AUSA").

                  WHEREAS,  Lincoln desires to contribute,  assign, transfer and
deliver to AUSA all of  Lincoln's  right,  title and  interest  to the assets of
Lincoln in consideration of AUSA's obligations hereunder.

         NOW,  THEREFORE,  in consideration  of the covenants,  representations,
conditions  and  agreements  set forth  herein and for other  good and  valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:

                                   ARTICLE I

            ASSET CONTRIBUTION AND PURCHASE AND SALE OF COMMON STOCK

         1.1  CONTRIBUTION.  Contemporaneously  with the  execution and delivery
hereof,  and upon the terms and  conditions  hereof,  Lincoln shall  contribute,
assign,  transfer and deliver to AUSA,  and AUSA shall accept,  all of Lincoln's
right,  title  and  interest  in and  to all  the  assets,  properties,  rights,
licenses,   permits,   contracts,  causes  of  action,  claims,  operations  and
businesses  of  Lincoln  of every  kind and  description  which  are owned by or
licensed  to Lincoln as the same shall  exist on the  Closing  Date (as  defined
herein),  other than the Retained Assets (defined below) or any of the foregoing
that relate solely to the Retained Assets, wherever located, whether tangible or
intangible,  personal or mixed,  that are owned by, leased by, licensed to or in
the possession of Lincoln,  whether or not reflected on the books and records of
Lincoln  (the  collective  assets,   properties,   rights,  licenses,   permits,
contracts, causes of action, claims, operations and businesses to be transferred
to AUSA by Lincoln  pursuant hereto are referred to  collectively  herein as the
"PURCHASED  ASSETS." For purposes hereof,  the term "Retained  Assets" means (i)
all cash on hand,  (ii) all  amounts  credit in any  checking,  savings or other
account with any financial  institution  in the name of "Lincoln  International"
(as opposed to accounts  in the name of  "Accounting  USA" which are part of the
Purchased  Assets) excepting $25,000 which shall be part of the Purchased Assets
and shall be transferred by Lincoln to AUSA at the Closing, (iii) checks payable
to "Lincoln  International" (as opposed to "Accounting USA") received by Lincoln
prior to the date hereof,  (iv) checks payable to "Lincoln  International"  that
have been deposited by Lincoln with any financial institution, but have not been
collected  as well as all  rights  of  Lincoln  as an  entity  regulated  by the
Securities and Exchange Commission and its rights to be listed or registered for
trading on any market and its registrations  with the SEC, National  Association
of Securities  Dealers and/or any State governmental  entities.  For purposes of
this Agreement, the Purchased Assets shall include without limitation:

                  (a) all trade  fixtures,  machinery  and  equipment,  computer
equipment  (including  hardware and  software),  office  equipment and supplies,
other supplies, furniture, parts, fuel and other tangible personal property (and
interests in any of the foregoing) owned or used (whether or not currently used)

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by Lincoln (the "PERSONAL PROPERTY"), and any additions or accessions thereto or
substitutions therefor or proceeds thereof;

                  (b) any real  property  and  interests  in real  property  and
buildings,   structures   and   improvements   thereon   (including   easements,
rights-of-way, water rights, tenements, hereditaments,  appurtenances,  fixtures
and other real property rights appertaining  thereto) leased or owned by Lincoln
(the "REAL PROPERTY");

                  (c) all  right,  title  and  interest  of  Lincoln  under  all
contracts,  agreements,  understandings,  options,  leases,  licenses, sales and
purchase  orders,  commitments  and other  instruments  of any kind  whatsoever,
whether  written  or  oral,  and  all   non-disclosure,   non-solicitation   and
non-competition  agreements  entered into with current and former  employees of,
and consultants to, the Company together with all rights of refund, discount (to
the extent transferable or assignable) and offset and all privileges,  deposits,
claims,  causes of action  and  options  relating  or  pertaining  thereto  (the
"CONTRACTS");

                  (d) (i) all United States (including the individual states and
territories of the United States) and foreign  registered  patents,  trademarks,
service marks and trade names (including,  without  limitation,  the name "AUSA,
Inc.");  unregistered  trademarks (including trade dress), patent, service marks
and trade names;  trademark;  service mark and trade name applications;  product
designations; internet domain names; designs; manufacturing processes; formulae;
software;  trade secrets;  registered  copyrights;  and unregistered  copyrights
(along with all  transferable  license  rights  pertaining  thereto);  and other
intellectual  property  belonging to, used in or pertaining to Lincoln,  and the
goodwill  and going  concern  value of  Lincoln  in  connection  therewith  (the
"INTELLECTUAL PROPERTY");

                  (e)   all  of  the   federal,   state   and   local   permits,
authorizations,  certificates, approvals, registrations,  variances, exceptions,
franchises,  grants  and  license  of every  kind and  character  to the  extent
assignment  thereof to AUSA is permitted by  applicable  law (the  "LICENSES AND
PERMITS");

                  (f) all prepaid charges and expenses of Lincoln, including any
such charges and expenses with respect to ad valorem  taxes,  leases and rentals
and utilities (the "PREPAID EXPENSES");

                  (g) all rights of Lincoln to insurance  proceeds  with respect
to claims for damages to the  Purchased  Assets  occurring  prior to the Closing
Date,  unless such proceeds (i) reimburse  Lincoln for repair or  restoration of
such  Purchased  Assets  prior to the Closing  Date or (ii) do not relate to the
replacement or restoration of Purchased Assets;

                  (h) all of Lincoln's rights, claims, credits, causes of action
or rights of set-off against third, whether liquidated or unliquidated, fixed or
contingent,  including  claims pursuant to all warranties,  representations  and
guarantees made by suppliers, manufacturers, contractors and other third parties
in connection with products or services purchased by or furnished to Lincoln for
or affecting any of the Purchased Assets;

                  (i) all  goodwill  associated  with  Lincoln or the  Purchased
Assets;

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                  (j) all  other or  additional  privileges,  rights,  interest,
properties  and assets owned by Lincoln of every kind and  description  wherever
located  that are  used or  intended  for use in  connection  with,  or that are
necessary  to or useful in the  continued  conduct of, the Business as presently
being conducted other than Retained Assets.

         1.2 CONTRIBUTION  CONSIDERATION.  At the Closing  (defined  below),  as
consideration for the contribution of the Purchased  Assets,  AUSA shall deliver
to Lincoln a stock certificate  evidencing 2,608 shares of validly issued, fully
paid and  non-assessable  shares of Common Stock, no par value (the "Shares") of
AUSA.

         1.3 THE  CLOSING.  The  closing of the  contribution  of the  Purchased
Assets (the  "Closing") and the issuance and sale of the Shares shall take place
at the offices of Pedley Zielke  Gordinier & Pence,  PLLC, 2000 Meidinger Tower,
462 South Fourth  Avenue,  Louisville,  Kentucky 40202 or at such other place as
the parties may  mutually  agree.  The Closing  shall be deemed  effective as of
11:59 p.m. on the date of the Closing (the "Closing Date").  Notwithstanding the
foregoing,  all  deliveries,  payments  and  other  transactions  and  documents
relating  to the  Closing  shall  be  interdependent  and none  shall be  deemed
effective  unless and until all are  effective  (except  to the extent  that the
party  entitled to the benefit  thereof has waived  satisfaction  or performance
thereof as a  condition  precedent  to the  Closing),  and shall be deemed to be
consummated simultaneously.

         1.4  ASSUMPTION  OF  LIABILITIES.  In addition  to the  issuance of the
Shares, as additional consideration for the contribution of the Purchased Assets
and in reliance upon the  representations,  warranties  and agreements set forth
herein,  AUSA shall assume all the  liabilities  of Lincoln  (collectively,  the
"Assumed  Liabilities")  existing  on the Closing  Date other than the  Retained
Liabilities  (as defined below).  For purposes  hereof,  "Retained  Liabilities"
shall mean  liabilities  maintained  in the name of Lincoln and not  incurred in
connection with the operations of its Accounting USA division, including without
limitation, Lincoln's accounting and audit fees, legal fees, operating expenses,
contingent liabilities and bank debt.

         1.5 RETAINED  LIABILITIES.  AUSA does not assume,  and shall not at any
time  hereafter  (including on or after the Closing Date) become liable for, any
liabilities  of  Lincoln  or any of  its  affiliates,  other  than  the  Assumed
Liabilities  (the  "RETAINED  Liabilities").  For the  avoidance  of doubt,  the
Retained Liabilities shall include only the following:

                  (a) any liability the existence of which  constitutes a breach
of any representation or warranty by Lincoln hereunder;

                  (b) all  liabilities  and  obligations  of Lincoln  under this
Agreement and any other agreement entered into in connection herewith; and

                  (c) any  liabilities  accruing  after  the  date  hereof  with
respect to any Retained Assets.


         1.6 ASSIGNMENT OF CERTAIN CONTRACTS.

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                  (a)  SCHEDULE  1.6 sets forth all  Contracts  which  require a
third party consent to assignment.  Nothing contained in this Agreement shall be
construed  as an attempt to agree to assign any  Contract  which is by its terms
non-assignable  without  the  consent of any other  party  thereto,  unless such
consent shall have been given. Lincoln shall use commercially reasonable efforts
to obtain all consents necessary to effect such assignment prior to the Closing.
If AUSA shall have elected to close the transactions contemplated hereby without
such  consent(s),  then  Lincoln  shall  continue  such  efforts to obtain  such
consent(s)  after the Closing  and Lincoln  shall  cooperate  with AUSA,  to the
maximum extent permitted by law and the specific  Contract and at Lincoln's cost
and  expense,  in any  reasonable  arrangement  designed (i) to provide the full
benefit of such  Contract to AUSA,  and (ii) to  facilitate  the  collection  of
monies as they become due and payable to Lincoln after the Closing Date pursuant
to every such Contract,  and Lincoln shall remit such monies to AUSA within five
(5) business days of collection.

                  (b)  AUSA,  at its  cost and  expense,  shall  perform  all of
Lincoln's  obligations due to be performed after the Closing Date under any such
non-assigned  Contract  that is included  among the Assumed  Liabilities  to the
extent (i) AUSA can perform such obligations without violating the terms of such
non-assigned  Contract,  and (ii) AUSA is being  provided  the  benefits of such
non-assigned  Contract.  To the extent Lincoln  continues its performance  under
such Contract for the benefit of AUSA,  AUSA shall pay all reasonable  costs and
expense of Lincoln's performance thereunder, and shall indemnify Lincoln for any
and all loss or expense  suffered or incurred by Lincoln  based upon,  resulting
from or arising out of its performance under such Contract, except to the extent
that such loss or expense  arises out of Lincoln's  willful  misconduct or gross
negligence.

         1.7  RELATED  AGREEMENTS  AND  OTHER  DELIVERIES.  In  addition  to the
foregoing, each of AUSA and Lincoln covenant and agree to execute the agreements
and make the deliveries described in Article V hereof at the Closing.

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                                   ARTICLE II

                    REPRESENTATIONS AND WARRANTIES OF LINCOLN

         Lincoln  represents  and warrants to AUSA,  which  representations  and
warranties  shall  survive the Closing in  accordance  with  Section 6.1, as set
forth below.

         2.1  ORGANIZATION  AND  QUALIFICATION.  Lincoln is a  corporation  duly
organized,  validly  existing  and  in  good  standing  under  the  laws  of the
Commonwealth  of  Kentucky.  Lincoln  has  the  requisite  corporate  power  and
authority to carry on its business  utilizing the Purchased  Assets as it is now
being  conducted,  and is duly  qualified  or  licensed  to do  business in each
jurisdiction  where the  character of the  Purchased  Assets owned or held under
lease or the nature of its business  utilizing the  Purchased  Assets makes such
qualification  necessary,  except where the failure to be so qualified would not
reasonably be expected to have a Material  Adverse Effect.  A "Material  Adverse
Effect"  means a change in, or effect on, the  operations,  affairs,  prospects,
financial condition, results of operations, assets, liabilities, reserves or any
other aspect of the Purchased  Assets that results in a material  adverse effect
on, or a material adverse change in the Purchased Assets.

         2.2 AUTHORITY.  Lincoln has the necessary corporate power and authority
to execute and deliver this  Agreement  and all related  agreements  hereto (the
"Other Agreements") and to consummate the transactions  contemplated hereby. The
execution  and  delivery  of  this  Agreement  and  the   consummation   of  the
transactions   contemplated  hereby  by  Lincoln  have  been  duly  and  validly
authorized  and  approved by all  necessary  corporate  action of Lincoln and no
other corporate or stockholder  proceedings on the part of Lincoln, its Board of
Directors or  stockholders  are necessary to authorize or approve this Agreement
or to consummate the transactions  contemplated  hereby. This Agreement has been
duly  executed and  delivered by Lincoln  and,  assuming the due  authorization,
execution and delivery hereof by AUSA,  constitutes the legal, valid and binding
obligation of Lincoln, enforceable against Lincoln in accordance with its terms,
subject only to bankruptcy,  insolvency,  reorganization,  moratorium or similar
laws at the time in effect affecting the  enforceability  or rights of creditors
generally  and to  general  equitable  principles  which  may limit the right to
obtain equitable remedies.

         2.3  NO  CONFLICTS,  REQUIRED  FILINGS  AND  CONSENTS.  The  execution,
delivery and performance of this Agreement and all Other  Agreements by Lincoln,
the consummation by Lincoln of the transactions  contemplated hereby and thereby
and compliance by Lincoln with any of the provisions hereof do not and will not:

                  (a) conflict with or violate the Articles of  Incorporation or
bylaws of Lincoln;

                  (b) result in a material violation of any statute,  ordinance,
rule,  regulation,  order,  judgment  or decree  applicable  to  Lincoln  or the
Purchased Assets;

                  (c)  result in a  violation  or breach  of,  or  constitute  a
default (or an event that, with notice or lapse of time or both,  would become a
default)  under,  or  give to  others  any  rights  of  termination,  amendment,

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acceleration or cancellation of, any material contract, agreement or arrangement
related to the Purchased  Assets, or result in the creation or imposition of any
lien,  charge,  restriction,  claim or encumbrance of any nature whatsoever upon
any of the Purchased Assets or the other properties or assets of Lincoln,  which
violation or breach would have a Material Adverse Effect; or

                  (d)   require  any   consent,   waiver,   license,   approval,
authorization,  order, permit, registration or filing with, or notification (any
of the  foregoing  being a  "Consent")  to (i)  any  government  or  subdivision
thereof,  whether  domestic,  foreign or multinational,  or any  administrative,
governmental,  or regulatory authority,  agency, commission,  court, tribunal or
body, whether domestic,  foreign or multinational (a "Governmental  Entity"); or
(ii) any individual,  corporation, trust, partnership, limited liability company
or other entity (collectively, a "Person"), the failure of which to obtain would
have a Material Adverse Effect.

         2.4 TITLE TO PURCHASED ASSETS. At the Closing, Lincoln shall have good,
valid and marketable  title to all of the Purchased Assets free and clear of any
and all  liens  and  encumbrances  other  than  liens  for taxes not yet due and
payable.  To the  best  of  Lincoln's  knowledge,  there  are  no  condemnation,
environmental  or other land use regulation  proceedings,  either  instituted or
planned to be instituted,  which would adversely affect the use or operations of
the of the Purchased Assets for their respective intended uses and purposes,  or
the value of such properties, and Lincoln has not received notice of any special
assessment proceedings which would affect such properties and assets.

         2.5 BROKERS'  FEES.  Lincoln has no liability or  obligation to pay any
fees or  commissions  to any  broker,  finder  or  agent  with  respect  to this
transactions contemplated by this Agreement.

         2.6 LITIGATION.

                  (a)  Except  as set  forth on  SCHEDULE  2.6,  there is no (i)
action,  suit,  claim,  proceeding or  investigation  pending or, to the best of
Lincoln's  knowledge,  threatened  against or affecting  Lincoln,  the Purchased
Assets, or any of its activities,  assets or properties, at law or in equity, or
before  or by any  foreign  or  domestic,  Federal,  state,  municipal  or other
governmental  court,   department,   commission,   board,   bureau,   agency  or
instrumentality,  (ii) arbitration  proceeding relating to Lincoln or any of its
activities, assets or properties pending or, to the best of Lincoln's knowledge,
threatened under collective  bargaining agreements or otherwise or (iii) foreign
or domestic governmental inquiry pending or, to the best of Lincoln's knowledge,
threatened  against or affecting  Lincoln or the Purchased  Assets or any of its
activities,  assets or properties (including without limitation,  any inquiry as
to the  qualification of Lincoln to hold or receive any license or permit),  and
Lincoln knows of no reasonable basis for any of the foregoing.  Lincoln is not a
party to or subject to the provisions of any order, writ,  injunction,  judgment
or decree of any court or of any foreign or domestic,  Federal, state, municipal
or  other  governmental  department,   commission,   board,  bureau,  agency  or
instrumentality, domestic or foreign. There is no action suit, claim, proceeding
or  investigation  by Lincoln or, with respect to the Purchased  Assets pending,
threatened or contemplated against others.

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                  (b) The  operations  of  Lincoln  are in  compliance  with all
foreign and domestic laws, rules, regulations and orders applicable to Lincoln's
business,  operations,  properties, assets, products and services, including the
Purchased Assets, except where the failure to be so in compliance would not have
a Material Adverse Effect. Lincoln has all necessary permits, licenses and other
authorizations  required to conduct its business as conducted and as proposed to
be conducted,  and has been operating its business pursuant to and in compliance
with the terms of all such permits,  licenses and other  authorizations.  To the
best knowledge of Lincoln,  there is no existing law, rule, regulation or order,
nor any proposed law, rule,  regulation or order,  whether  foreign or domestic,
Federal, state, county or local, applicable to the Internet industry which would
prohibit or restrict  Lincoln from,  or otherwise  materially  adversely  affect
Lincoln  in,  conducting  its  business in any  jurisdiction  in which it is now
conducting business or in which it proposes to conduct business.

         2.7 TAXES.  Lincoln has duly and timely  filed all  federal,  state and
local  income,  franchise,  excise,  real and  personal  property  and other tax
returns  and  reports,  including  extensions,  required  to have been  filed by
Lincoln with respect the  Purchased  Assets on or prior to the date hereof,  and
has duly and  timely  paid all  taxes and other  governmental  charges,  and all
interest  and  penalties  with  respect  thereto,  set  forth  in  such  returns
including,  without limitation, all taxes which Lincoln is obligated to withhold
from amounts owing to employees, creditors and third parties. The Federal income
tax returns of Lincoln have never been audited by the Internal  Revenue Service.
No  deficiency  assessment  with respect to or proposed  adjustment of Lincoln's
Federal,  state,  county or local taxes is pending or, to  Lincoln's  knowledge,
threatened.  There is no tax lien (other than for current  taxes not yet due and
payable),  whether  imposed  by any  Federal,  state,  county  or  local  taxing
authority,  outstanding  against  the  assets,  properties  or  business  of the
Company.

         2.8  SCHEDULES.  All  Schedules  attached  hereto are and will be true,
correct and complete as of the Closing.  Matters disclosed on any Schedule shall
be deemed  disclosed on all other Schedules  furnished by Lincoln  hereunder for
which the matters'  relevance is reasonably  ascertainable from its inclusion in
the former Schedule.

         2.9 STATEMENTS TRUE AND CORRECT. Any representation or warranty made by
Lincoln in any Schedule,  certificate,  exhibit or other  document or instrument
delivered  by  Lincoln  pursuant  hereto  shall be  deemed a  representation  or
warranty made herein.  No  representation  or warranty made by Lincoln,  nor any
statement,  certificate  or  instrument  furnished  or to be  furnished  to AUSA
pursuant  to this  Agreement  or any other  document,  agreement  or  instrument
referred to herein or therein,  contains or will contain any untrue statement of
material fact or omits or will omit to state a material  fact  necessary to make
the statements contained therein not misleading.


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                                  ARTICLE III

                     REPRESENTATIONS AND WARRANTIES OF AUSA

         AUSA  represents  and warrants to Lincoln,  which  representations  and
warranties shall survive the Closing in accordance with Section 6.1, as follows:

         3.1  ORGANIZATION  AND  QUALIFICATION.   AUSA  is  a  corporation  duly
organized,  validly  existing  and  in  good  standing  under  the  laws  of the
Commonwealth of Kentucky.  AUSA has the requisite  corporate power and authority
to carry on its business as it is now being  conducted and is duly  qualified or
licensed to do business, and is in good standing, in each jurisdiction where the
character  of its  properties  owned or held  under  lease or the  nature of its
activities  makes such  qualification  necessary,  except where failure to be so
qualified would not reasonably be expected to have a material  adverse effect on
AUSA' assets or business, taken as a whole.

         3.2 AUTHORITY.  AUSA has the necessary corporate power and authority to
execute and deliver this  Agreement and all Other  Agreements  and to consummate
the transactions  contemplated hereby. The execution and delivery hereof and the
consummation of the transactions  contemplated hereby by AUSA have been duly and
validly  authorized and approved by all necessary  corporate action of AUSA, and
no other corporate or shareholder  proceedings on the part of AUSA, its Board of
Directors or  shareholders  are necessary to authorize or approve this Agreement
or to consummate the transactions  contemplated  hereby. This Agreement has been
duly  executed  and  delivered  by AUSA,  and  assuming  the due  authorization,
execution  and  delivery by Lincoln,  constitutes  the legal,  valid and binding
obligation of AUSA,  enforceable in accordance  with its terms,  subject only to
bankruptcy, insolvency, reorganization,  moratoriums or similar laws at the time
in effect affecting the  enforceability  or right of creditors  generally and by
general  equitable  principles  which may  limit  the right to obtain  equitable
remedies.

         3.3 AUSA STOCK.

                  (a) The authorized capital stock of AUSA consists of 1,000,000
shares of Common Stock, no par value per share (the "Common Stock"). Immediately
prior to the Closing,  one (1) share of the Common Stock will be validly  issued
and  outstanding,  fully  paid and  nonassessable,  with no  personal  liability
attaching to the  ownership  thereof,  and no other shares of capital stock will
have been issued or authorized to be issued,  except as contemplated hereby. The
stockholders  of  record  and  holders  of  subscriptions,   warrants,  options,
convertible  securities,  and other rights  (contingent or other) to purchase or
otherwise acquire equity securities of AUSA, and the number of shares of capital
stock  and the  number of such  subscriptions,  warrants,  options,  convertible
securities, and other such rights held by each, are as set forth in Schedule 3.3
hereto. All of the outstanding securities of AUSA were issued in compliance with
all applicable Federal and state securities laws.

                  (b) When  delivered  to Lincoln in  accordance  with the terms
hereof,  the Shares shall be (i) duly authorized,  fully paid and nonassessable,
and (ii) free and clear of any lien, charge, security interest,  pledge, option,
right of first refusal,  voting proxy or other voting agreement,  or encumbrance
of any kind or nature  except  those  contemplated  by this  Agreement,  by that

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certain Stock Purchase Agreement (any of the foregoing,  a "Lien") or by the any
of the documents executed an delivered pursuant to, or in accordance with either
such agreement.

         3.4  NO  CONFLICTS,  REQUIRED  FILINGS  AND  CONSENTS.  The  execution,
delivery and performance of this Agreement and all Other Agreements by AUSA, the
consummation  by AUSA of the  transactions  contemplated  hereby and thereby and
compliance by AUSA with any of the provisions hereof do not and will not:

                  (a) conflict with or violate the Articles of  Incorporation or
bylaws of AUSA;

                  (b) to AUSA' knowledge,  result in a material violation of any
statute,  ordinance,  rule, regulation,  order, judgment or decree applicable to
AUSA;

                  (c)  require any Consent by (i) any  Governmental  Entity;  or
(ii) any Person,  the failure of which to obtain  would have a material  adverse
effect.

         3.5  BROKERS/FINDERS  FEES.  AUSA has no liability or obligation to pay
any fees or  commissions  to any  broker,  finder or agent with  respect to this
transactions contemplated by this Agreement.

         3.6 STATEMENTS TRUE AND CORRECT. Any representation or warranty made by
AUSA in any  certificate,  exhibit,  document or  instrument  delivered  by AUSA
pursuant  hereto shall be deemed a  representation  or warranty made herein.  No
representation  or warranty  made by AUSA,  nor any  statement,  certificate  or
instrument  furnished or to be furnished to AUSA  pursuant to this  Agreement or
any other  document,  agreement  or  instrument  referred  to herein or therein,
contains or will contain any untrue  statement of material fact or omits or will
omit to state a material fact necessary to make the statement  contained therein
not misleading.

                                   ARTICLE IV

                              ADDITIONAL AGREEMENTS

         4.1  EFFORTS;  CONSENTS.  Subject  to the terms and  conditions  herein
provided,  and fiduciary duties under applicable law, each of the parties hereto
agrees to use its reasonable efforts to take, or cause to be taken, all actions,
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  hereby and to  cooperate  with each other in  connection  with the
foregoing. Without limiting the generality of the foregoing, each of Lincoln and
AUSA  shall use  commercially  reasonable  efforts  to (a) obtain or cause to be
obtained  all  Consents   required  to  be  obtained  in  connection   with  the
transactions  contemplated  hereby,  (b) make or  cause to be made all  required
filings with applicable Governmental Entities, and (c) to fulfill all conditions
hereto.


         4.2 EMPLOYMENT OF EMPLOYEES.

         At the Closing,  AUSA shall offer employment to all individuals who are
employees  of Lincoln on the date  immediately  preceding  the Closing Date (the
"Hired  Employees").  AUSA shall  assume and shall timely pay and perform all of

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<PAGE>

the  liabilities  of Lincoln  for earned but unpaid  wages,  salaries,  bonuses,
vacation pay, sick pay,  holiday pay,  severance pay and other like  obligations
and payments  (the  "Employment  Liabilities")  to the Hired  Employees  for all
periods  ending on or prior to the  Closing  Date.  In  addition,  AUSA shall be
responsible for any Employment Liabilities due Hired Employees,  whether accrued
or  unaccrued,  reserved or  unreserved,  as a result of the  employment of such
Hired Employees by AUSA prior to Closing Date.



         4.3 Effective at the Closing Date,  Lincoln  shall,  assign to AUSA any
and all employment and/or confidentiality  agreements, that have been previously
entered into  between  Lincoln and such  employees  relating to the Business and
obtain any applicable consents to assignment.



         4.4 LIABILITY LIMIT.  Notwithstanding  anything herein to the contrary,
neither party will be liable with respect to any subject matter hereof under any
contract,  negligence,  strict  liability or other legal or equitable theory for
any special, consequential or punitive damage for lost data, business or profit,
even if the  remedies  provided  for herein fail of their  essential  purpose or
either party has been advised of the possibility or probability of such damages.


                                   ARTICLE V

                              CONDITIONS PRECEDENT

         5.1 DELIVERIES OF LINCOLN. At the Closing,  and as a condition to AUSA'
obligations to consummate the transactions  contemplated  hereby,  Lincoln shall
deliver to AUSA, properly executed and, except as otherwise  provided,  dated as
of the date hereof:

                  (a) the Contribution and Assignment  substantially in the form
of EXHIBIT "A" hereto (the "Contribution Agreement");

                  (b) the  Assumption  Agreement  substantially  in the  form of
EXHIBIT "B" hereto (the "Assumption Agreement");

                  (c) the Assignment  and Assumption of Contracts  substantially
in the form of EXHIBIT "C" hereto (the "Contract Assignment");

                  (d) the  Trademark  Assignment  substantially  in the  form of
EXHIBIT "D" hereto (the "Trademark Assignment");

                  (e) a closing  certificate  of Lincoln,  substantially  in the
form of EXHIBIT "E" hereto; and

                                       10

<PAGE>

                  (f) such other  documents  as provided  in this  Article or as
AUSA shall reasonably request.

         5.2  DELIVERIES  OF AUSA.  In  addition  to  delivery  of the Shares in
accordance with Section 1.3 and in accordance with the Stock Purchase Agreement,
at the Closing,  and as a condition to Lincoln's  obligations  to consummate the
transactions  contemplated hereby, AUSA shall deliver, or cause to be delivered,
to Lincoln, properly executed and, except as otherwise provided, dated as of the
date hereof:

                  (a) the Contribution Agreement;

                  (b) the Assumption Agreement;

                  (c) the Contract Assignment;

                  (d) the Trademark Assignment;

                  (e) a closing  certificate of AUSA,  substantially in the form
of EXHIBIT "F" hereto; and

                  (f) such other  documents  as provided  in this  Article or as
Lincoln shall reasonably request.

                                   ARTICLE VI

                               GENERAL PROVISIONS


         6.1 SURVIVAL;  RECOURSE.  The agreements contained herein shall survive
the Closing for a period of one year; and (b) the representations and warranties
made in  Articles  II and III  shall  survive  the  Closing  for a period of six
months, and shall survive any independent  investigation by the parties, and any
dissolution,  merger or  consolidation  of Lincoln  or AUSA,  and shall bind the
legal representatives, assigns and successors of Lincoln and AUSA.

         6.2 FURTHER ASSURANCES.  From time to time after the Closing Date, upon
the reasonable  request of any party,  the other party shall execute and deliver
or cause to be executed and delivered  such further  instruments  of conveyance,
assignment and transfer and take such further action as the requesting party may
reasonably  request  in  order to  effectuate  fully  the  purposes,  terms  and
conditions hereof.

         6.3 NOTICES.  All  notices,  request,  demands or other  communications
hereunder  shall be in writing  and shall be deemed to have been duly given when
delivered  personally or by telecopy (with  confirmation  of receipt) or one (1)
day after being sent by a nationally recognized overnight delivery service or by
registered  or  certified  mail,  postage  prepaid,  return  receipt  requested,
addressed as follows:

                                       11

<PAGE>

         If to Lincoln:            Lincoln International Corporation
                                   2211 Greene Way
                                   Louisville, KY  40220
                                   Attention:  Thurman L. Sisney
                                   Telecopy:  (408) 998-7811

         With a copy to:           David M. Pedley, Esq.
                                   Pedley Zielke Gordinier & Pence, PLLC
                                   2000 Meidinger Tower
                                   462 South Fourth Avenue
                                   Louisville, Kentucky   40202-2555
                                   Telecopy: (502) 584-0422

         If to AUSA:               AUSA, Inc.
                                   2211 Greene Way
                                   Louisville, KY  40220
                                   Attention:  Thurman L. Sisney
                                   Telecopy:  (408) 998-7811

         with a copy to:           David M. Pedley Esq.
                                   Pedley Zielke Gordinier & Pence, PLLC
                                   2000 Meidinger Tower
                                   462 South Fourth Avenue
                                   Louisville, Kentucky   40202-2555
                                   Telecopy;  (502) 584-0422

or to such other address as any party may have furnished to the other in writing
in accordance with this Section 7.3.

         6.4 NO THIRD PARTY  BENEFICIARIES.  This Agreement shall not confer any
right or  remedies  upon any  Person  other  than the  parties  hereto and their
respective successors and permitted assigns.

         6.5  ENTIRE   AGREEMENT.   The  exhibits  and   schedules   hereto  are
incorporated  herein by reference.  This Agreement and the documents,  schedules
and  instruments  referred  to  herein  and  to  be  delivered  pursuant  hereto
constitute the entire  agreement  between the parties  pertaining to the subject
matter hereof, and supersede all other prior agreements and understandings, both
written and oral, between the parties with respect to the subject matter hereof.
There are no other  representations  or  warranties,  whether  written  or oral,
between the parties in  connection  with the subject  matter  hereof,  except as
expressly set forth herein. No waiver of, or change, alteration, modification or
addition to this  Agreement  shall be  effective  unless in writing and properly
executed by the parties hereto.

         6.6 ASSIGNMENTS; PARTIES IN INTEREST. Neither this Agreement nor any of
the rights,  interests or  obligations  hereunder  may be assigned by any of the
parties hereto  (whether by operation of law or  otherwise),  except as provided

                                       12

<PAGE>

herein,  without the prior written  consent of the other parties;  any attempted
assignment otherwise is void. Subject to the preceding sentence,  this Agreement
shall be binding upon and inure solely to the benefit of each party hereto,  and
nothing  herein,  express or implied,  is  intended to or shall  confer upon any
Person not a party hereto any right,  benefit or remedy of any nature whatsoever
under or by reason hereof, except as otherwise provided herein.

         6.7  EXPENSES.  Each of the parties  shall pay the fees and expenses of
its  respective  counsel,   accountants  and  other  advisors  incident  to  the
negotiation,  drafting and execution hereof and consummation of the transactions
contemplated hereby.

         6.8 INCORPORATION OF EXHIBITS AND SCHEDULES. The Exhibits and Schedules
identified  in this  Agreement are  incorporated  herein by reference and made a
part hereof.

         6.9 GOVERNING LAW. This Agreement  shall be governed in all respects by
the  laws  of  the  Commonwealth  of  Kentucky  (without  giving  effect  to the
provisions thereof relating to conflicts of law).

         6.10 HEADINGS AND INTERPRETATION.  The descriptive  headings herein are
inserted for  convenience  of reference only and are not intended to be part, or
to affect the  meaning or  interpretation,  hereof.  Whenever  the  context  may
require,  any noun or  pronoun  used  herein  shall  include  the  corresponding
masculine,  feminine or neuter forms.  The singular form of nouns,  pronouns and
verbs shall include the plural and vice versa.

         6.11  COUNTERPARTS;  TELECOPIES.  This  Agreement  may be  executed  by
telecopy  and in two or more  counterparts,  each of which  shall be  deemed  an
original but all of which taken together shall constitute a single agreement.

         6.12  SEVERABILITY.  If any  provision,  clause  or part  hereof or the
application  thereof under  certain  circumstances  is held invalid,  illegal or
unenforceable in any respect,  the validity and  enforceability of the remaining
provisions  hereof,  or the  application of any such  provision,  clause or part
under other circumstances, shall not be in any way affected or impaired thereby.
To the extent such  determination  is likely to give rise to a Material  Adverse
Effect, the parties shall endeavor in good faith to replace the invalid, illegal
or  unenforceable  provisions with valid provisions the economic effect of which
comes as close as  practical to that of the  invalid,  illegal or  unenforceable
provision.



                      [SIGNATURES APPEAR ON FOLLOWING PAGE]

                                       13

<PAGE>

         IN WITNESS  WHEREOF,  AUSA and Lincoln have caused this Agreement to be
signed and delivered by their respective duly authorized officers, all as of the
date first written above.


                            "LINCOLN INTERNATIONAL CORPORATION"



                             By:
                                 -----------------------------------
                                 Name: Thurman L. Sisney
                                 Title: President


                             "AUSA, INC."



                             By:
                                 -----------------------------------
                             Name: Thurman L. Sisney
                             Title: President







                                       14

<PAGE>


                                    EXHIBIT A
                             CONTRIBUTION AGREEMENT



<PAGE>


                                    EXHIBIT B
                              ASSUMPTION AGREEMENT



<PAGE>


                                    EXHIBIT C
                     ASSIGNMENT AND ASSUMPTION OF CONTRACTS



<PAGE>


                                    EXHIBIT D
                              TRADEMARK ASSIGNMENT



<PAGE>


                                    EXHIBIT E
                         CLOSING CERTIFICATE OF LINCOLN



<PAGE>


                                    EXHIBIT F
                           CLOSING CERTIFICATE OF AUSA


