1 Exhibit 2.12 SHAREHOLDER AGREEMENT

1
Exhibit 2.12

SHAREHOLDER AGREEMENT

by and among

XXXXX ENTERPRISES, INCORPORATED

and

HEALTHPLAN SERVICES CORPORATION

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December 11, 1997

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TABLE OF CONTENTS

1. ORGANIZATION AND PURPOSE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.1. Formation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.2. Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.3. Scope and Purpose of Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.4. Articles of Incorporation and Bylaws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.5. Registered Office/Location of Facilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.6. Authorized Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.7. No Partnership or Joint Venture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

2. CAPITAL CONTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
2.1. Initial Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
2.2. Method of Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
2.3. Lending Commitment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
2.4. Issuance of Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

3. VOTING OF SHARES AND GOVERNANCE OF NEWCO . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
3.1. Number of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
3.2. Voting Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
3.3. Vacancies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
3.4. Removal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
3.5. Actions by Board of Directors to Follow Shareholder Consent . . . . . . . . . . . . . . . . . . . . 5
3.6. Actions by Board of Directors Requiring a Super Majority Vote . . . . . . . . . . . . . . . . . . . 5
3.7. Budget and Business Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
3.8. Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
3.9. Fiscal Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
3.10. Books and Records . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
3.11. Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
3.12. Severance of Business Relationship Upon Deadlock of Board of Directors or Investor Shareholders . . 8

4. PREEMPTIVE RIGHTS, RIGHT OF FIRST REFUSAL, TAG-ALONG RIGHTS . . . . . . . . . . . . . . . . . . . . . . . . 10
4.1. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
4.2. Preemptive Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
4.3. Right of First Refusal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
4.4. Sale of Shares to a Third Party . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
4.5. Determination of Share Value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
4.6. Remedy for Violation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
4.7. Endorsement on Certificates Evidencing Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

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5. REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
5.1. Corporate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
5.2. Authority . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
5.3. No Violation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

6. OTHER MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
6.1. Noncompetition; Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
6.2. HSR Act Filings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
6.3. Subcontract for Existing Call Center Services of HPS . . . . . . . . . . . . . . . . . . . . . . . . 19
6.4. Support Service Contract . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
6.5. SEi Call Center Support . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

7. CONDITIONS PRECEDENT TO OBLIGATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
7.1. Representations and Warranties True on the Closing Date . . . . . . . . . . . . . . . . . . . . . . 20
7.2. Compliance With Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
7.3. Absence of Suit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
7.4. Consents and Approvals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

8. CLOSING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
8.1. Documents to be Delivered by SEi and HPS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
8.2. Organization Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

9. TERMINATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
9.1. Survival of Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
9.2. Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
9.3. Consequences of Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
9.4. Dissolution of Newco Upon Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

10. FURTHER ASSURANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

11. DISCLOSURES AND ANNOUNCEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

12. ASSIGNMENT; PARTIES IN INTEREST . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
12.1. Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
12.2. Parties in Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

13. RESOLUTION OF DISPUTES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
13.1. Arbitration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
13.2. Arbitrators . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
13.3. Procedures; No Appeal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

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13.4. Authority . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
13.5. Entry of Judgment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
13.6. Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
13.7. Continued Performance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
13.8. Tolling . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
13.9. Expenses of Arbitration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24

14. LAW GOVERNING AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24

15. AMENDMENT AND MODIFICATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24

16. NOTICE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24

17. EXPENSES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
17.1. Brokerage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
17.2. Pre-Closing Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
17.3. Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
17.4. Costs of Litigation or Arbitration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26

18. ENTIRE AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26

19. COUNTERPARTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26

20. HEADINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27

21. FURTHER DOCUMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27

EXHIBITS

Exhibit A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Articles of Incorporation of Newco
Exhibit B . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Bylaws of Newco
Exhibit C . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Loan Agreements
Exhibit D . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Notes

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SHAREHOLDER AGREEMENT

THIS SHAREHOLDER AGREEMENT ("Agreement") is made and entered into on
December 11, 1997, by and among XXXXX ENTERPRISES, INCORPORATED, a Florida
corporation ("SEi"), and HEALTHPLAN SERVICES CORPORATION, a Delaware
corporation ("HPS") (SEi and HPS are sometimes referred to individually as an
"Investor Shareholder" and together with those persons signing from time to
time as a shareholder are referred to individually as a "Shareholder" and
collectively as the "Shareholders").

Upon the formation of Sykes HealthPlan Services, Inc. ("Newco")
pursuant to Section 1.1 below, Newco shall also become a party to this
Agreement.

WHEREAS:

A. HPS is a provider of marketing, administration and risk
management services and solutions for health and other benefit programs;

B. SEi provides information technology outsourcing services,
including information technology support services and information technology
development services and solutions;

C. SEi and HPS desire to establish a new business venture for the
purpose of providing information technology support services through call
centers for health insurance, managed care and other benefit programs;

NOW THEREFORE, in consideration of the foregoing and the respective
representations, warranties, covenants, agreements and conditions hereinafter
set forth, and intending to be legally bound hereby, the parties hereto agree
as follows:

1. ORGANIZATION AND PURPOSE

1.1. Formation. As soon as practicable following the execution of
this Agreement and pursuant to the terms and conditions of this Agreement, SEi
and HPS shall organize a new Florida corporation.

1.2. Name. The name of Newco shall be Sykes HealthPlan Services,
Inc. If such name is unavailable, SEi and HPS shall promptly agree on another
name.

1.3. Scope and Purpose of Business. The purpose of Newco shall be
to build, own and operate call centers focused on customer services related to
the insurance industry, health care management services and such other health
industry related services as may be approved from time to time by the requisite
vote of the Board of Directors of Newco, and to market and sell such services
throughout the United States.

(a) Articles of Incorporation and Bylaws. The Articles
of Incorporation and Bylaws of Newco shall be substantially in the form of
Exhibits A and B hereto, respectively. Each of the Shareholders shall take, and
shall cause the director or directors of Newco elected by it to take, all
actions necessary to ensure that the Articles of Incorporation and Bylaws of
Newco do not at any time conflict with the provisions of this Agreement.

1.4. Registered Office/Location of Facilities. The administrative
offices of Newco shall first be located at Tampa, Florida.

1.5. Authorized Capital. The aggregate number of shares which
Newco shall initially have authority to issue shall be Ten Million (10,000,000)
shares of Class A voting common stock having a par value of $.01 per share (the
"Shares") and Two Million (2,000,000) shares of Class B nonvoting common stock
having a par value of $.01 per share.

1.6. No Partnership or Joint Venture. The parties acknowledge that
Newco, as a newly formed Florida corporation, constitutes an independent and
distinct legal entity. Neither this Agreement nor any other document delivered
in connection herewith, nor any prior agreements, actions or omission shall in
any respect be interpreted, deemed or construed as making any Shareholder a
partner or joint venturer with Newco or any other Shareholder or any of them,
and the parties agree not to make any contrary assertion, contention, claim or
counterclaim in any action, suit or other legal proceeding.

2. CAPITAL CONTRIBUTIONS

2.1. Initial Contributions. At the Closing, SEi and HPS shall each
subscribe for and make initial capital contributions to Newco of $2,959,200.

2.2. Method of Payment. All payments under this Article 2 shall be
made by wire transfer of immediately available funds to an account designated
by the recipient not less than 48 hours prior to the time for payment specified
herein.

2.3. Lending Commitment.

(a) At the Closing, SEi and HPS shall each commit to make
available to Newco a term loan in the amount of $9,040,800 which shall be drawn
upon by Newco from time to time in increments of $100,000 (the "Loans"). The
Loans shall require quarterly interest only payments with all outstanding
principal and interest due three (3) years from the date hereof. Such lending
commitment and loan shall be evidenced, and described in further detail, by
Loan Agreements in the forms of each Exhibit C hereto (the "Loan Agreements"),
and the related forms of promissory notes of Newco also included in Exhibit D
hereto (the "Notes").

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(b) SEi and HPS shall each fund 50% of the total Loans. All
payments by Newco of principal and interest shall be applied pro rata to the
respective loans from SEi and HPS. SEi and HPS further covenant among
themselves that in the event action to collect the Loans becomes necessary or
desirable, SEi and HPS shall coordinate and cooperate, in good faith, to collect
the Loans and shall share the net proceeds (after payment of all costs and
expenses of collection, including reasonable attorneys fees) ratably so that SEi
and HPS each receive simultaneous payment of an amount that is equal to the
ratio of (A) the total amount of indebtedness of Newco owed to each of them on
the Loans, respectively, from time to time, and at each relevant time, to (B)
the aggregate amount of indebtedness of Newco to both of them on the Loans, from
time to time, and at each relevant time until the aggregate indebtedness of
Newco to each of them has been paid in full. SEi and HPS shall promptly give
written notice to the other of the occurrence of a "default" or "event of
default" or any condition or event that, with notice or lapse of time, or both,
would give such party the right to accelerate payment of any indebtedness of
Newco owed to it under any agreement, instrument or document to which Newco is a
party. SEi and HPS also shall promptly give written notice to the other if it
demands payment of, or takes action to collect, its Loan. SEi and HPS covenant
among themselves that they shall not amend their respective Loan Agreements or
take any collateral or security for their Loans without the consent of the
other, it being the intention of both that their Loan Agreements should contain
identical provisions to make their Loans pari passu to the greatest extent
possible. SEi and HPS covenant among themselves to execute and deliver such
other and further documents and instruments as may be necessary or desirable to
implement fully or evidence further the provisions of this Section 2.3.(b).

(c) The parties acknowledge that if either Investor
Shareholder defaults in its obligations to fund its share of the Loans, as
provided in subsections (a) and (b) above, and such borrowing has previously
been approved by Newco's Board of Directors pursuant to the terms of the annual
Budget adopted in accordance with Section 3.6, then the nondefaulting Investor
Shareholder shall have the right, but not the obligation, to fund the shortfall
pursuant to a senior convertible note issued by Newco and Newco shall have the
right to borrow from the nondefaulting Investor Shareholder upon the following
terms and conditions: (i) the loan shall be due and payable on demand; (ii)
Newco shall pay interest on the principal balance at five percent (5%) in excess
of the 30-day LIBOR Rate; (iii) the senior convertible note (which shall be
subordinate to Newco's senior bank credit facility) shall be senior in payment
and priority to all Loans payable to either Investor Shareholder; (iv) at the
option of the nondefaulting Investor Shareholder, the senior convertible note
shall be convertible, in whole or in part, into Shares, at a conversion price
per share equal to the original purchase price paid for Shares at Closing
(determined by dividing the initial capital contributions from the Investor
Shareholders to Newco by the total number of Shares issued to the Investor
Shareholders, with an appropriate adjustment for any stock splits) if the
defaulting Investor Shareholder does not refinance the senior convertible note
(i.e., fund its pro rata share of all Loans so that the senior convertible note
is repaid by Newco), within six months of the date funds are advanced by the
nondefaulting Investor Shareholder; and (v) if any Investor Shareholder converts
more than $5 million (in the aggregate)

of senior convertible notes to Shares, the super majority voting requirements
(including Sections 3.5 and 3.6), voting agreement concerning election of
directors (including Section 3.2, 3.3 and 3.4) and all other provisions of this
Agreement designed to give shared control of Newco to each Investor Shareholder
shall no longer apply, thereby providing, among other things, that the
nondefaulting Investor Shareholder shall have control of Newco's Board of
Directors. The Shareholders and Newco shall have the right to implement this
subsection (c) and Newco shall have the right to borrow pursuant to the senior
convertible notes contemplated herein, without any further approval or action
by any Shareholder or any director nominated or designated by the defaulting
Investor Shareholder, and the Shareholders covenant among themselves to take
such further actions and to execute and deliver such other and further
documents and instruments as may be necessary or desirable to implement fully
or evidence further the provisions of the Section 2.3(c).

(d) The parties acknowledge and confirm that SEi and HPS
are arm's length lenders with respect to the Loans. The parties acknowledge
that SEi and HPS shall exercise their respective remedies under the Notes and
Loan Agreements to collect the Loans if Newco defaults.

2.4. Issuance of Shares. In exchange for the initial capital
contribution described in Section 2.1, SEi and HPS each shall be issued
5,000,000 Shares at the Closing.

3. VOTING OF SHARES AND GOVERNANCE OF NEWCO

3.1. Number of Directors. Each Shareholder agrees to vote its
Shares and all Shares as to which the Shareholder is entitled to exercise
voting power at any meeting of shareholders in favor of a resolution fixing the
number of directors of Newco at two (2), or such greater number as SEi and HPS
may mutually agree from time to time.

3.2. Voting Agreement. Each Shareholder agrees to vote its Shares
in favor of one individual (or if the number of directors is increased to more
than two, one-half of the total directors at each relevant time) who shall be
nominated as a director by SEi (the "SEi Directors") and in favor of one
individual (or if the number of directors is increased to more than two,
one-half of the total directors at each relevant time) who shall be nominated
as a director by HPS (the "HPS Directors").

3.3. Vacancies. In the event of a vacancy on the Board of
Directors with respect to a SEi Director, each Shareholder agrees to vote its
Shares and all Shares as to which the Shareholder is entitled to exercise
voting power for any individual nominated in writing by SEi; and in the event
of a vacancy on the Board of Directors with respect to a HPS Director, each
Shareholder agrees to vote its Shares and all Shares as to which the
Shareholder is entitled to exercise voting power for an individual nominated in
writing by HPS. Until any such vacancy is filled, the Board of Directors shall
not take any action unless the Shareholder with the right to fill the vacancy
consents in writing.

3.4. Removal. Newco agrees to call meetings of its Board of
Directors to be held at least quarterly. If at any time between meetings of
Shareholders of Newco, SEi or HPS shall request the right to remove one or more
of the SEi Directors or one or more of the HPS Directors, respectively, which
were originally nominated by such party or to elect or appoint to the Board of
Directors a nominee to which it is entitled pursuant to this Article 3, each
party hereto shall use its best efforts to bring about the immediate removal of
such director or the election or appointment of such nominee to the Board of
Directors, as the case may be.

3.5. Actions by Board of Directors to Follow Shareholder Consent.
The Board of Directors shall not take any of the following actions, except upon
the prior affirmative vote of not less than 90% of the total number of the then
outstanding shares of the capital stock of Newco entitled to vote thereon, or
with the written consent of such Shareholders:

(a) sale of all or substantially all of the assets of
Newco or any of its subsidiaries;

(b) any material acquisition (including acquisition of
stock or assets) of any other company, business or enterprise;

(c) any merger or consolidation involving Newco or any of
its subsidiaries or the dissolution or liquidation of Newco or any of its
subsidiaries;

(d) any payment of any dividend in cash or property other
than cash by Newco or redemption of any Shares;

(e) any recapitalization, restatement of assets,
reduction of capital or other change in the capitalization of Newco or its
subsidiaries;

(f) any issuance or reissuance or agreement to issue or
reissue any capital stock of Newco or any option or warrant for, or any
security convertible into, any capital stock of Newco;

(g) any filing of any registration statement of the
Securities Act of 1933, as amended;

(h) the amendment to the Articles of Incorporation or
Bylaws of Newco;

(i) the acquisition by Newco of material assets unrelated
to the business described in Section 1.3 of this Agreement; or

(j) engaging in a material line of business other than
the business described in Section 1.3 of this Agreement.

3.6. Actions by Board of Directors Requiring a Super Majority Vote.
The Board of Directors shall not take any of the following actions, except upon
the prior affirmative vote of all of the directors:

(a) approval or revision of the annual Budget in form
acceptable to the Board of Directors setting forth the estimated receipts and
expenditures of, capital expenditures of, and reasonable reserves for working
capital for, Newco for the succeeding calendar year;

(b) capital improvements or expenditures (including
capitalized leases and interest costs) in excess of $50,000 which are not
included in the Budget approved by the Board of Directors;

(d) any issuance, reissuance or redemption by Newco of
any shares of its capital stock or securities convertible into or exchangeable
for shares of such stock, including any options, warrants or other rights to
purchase or otherwise acquire any shares of such stock or securities
convertible into or exchangeable for such stock;

(e) any declaration of dividends by Newco;

(f) the selection of corporate officers of Newco and the
determination of the compensation and benefits payable to each such officer;

(g) any proposal for Newco to (i) create, assume or
incur, or become liable in respect of, any indebtedness in excess of $100,000
per obligation, except for accounts payable incurred in the ordinary course of
business and indebtedness included in the Budget approved by the Board of
Directors, (ii) become a lessee of real property if the annual rentals payable
under the relevant lease would exceed $100,000, (iii) acquire the securities
of, make any other investment in, any other person, or (iv) make loans, provide
guarantees or otherwise extend or pledge credit to others with respect to any
such loan, guarantee, extension or pledge, except endorsements and extensions
of credit in the ordinary course of operations of Newco;

(h) any proposal for Newco to confess any judgment
against Newco or create, assume, incur, or suffer to be created, assumed or
incurred or to exist, any mortgage, pledge, encumbrance, lien or charge of any
kind (each, a "Lien") upon any of the assets or properties of Newco, or to
acquire or hold or agree to acquire or hold any such assets or properties
subject to any such Lien if such Lien is proposed in connection with any
proposal referred to in paragraph (g) above except in the normal course of
business and in accordance with the Budget approved by the Board of Directors;

(i) any proposal for Newco to sell or transfer any assets
of Newco valued in excess of $10,000 in one or a series of related transactions
not in the ordinary course of business;

(j) any proposal to enter into any contract, obligation,
commitment, capital investment, or any other program involving aggregate
expenditures reasonably estimated to be in excess of $200,000;

(k) any proposal for Newco to acquire the capital stock
or assets of another entity;

(l) any proposal to select or change Newco's independent
auditors, legal counsel or any outside consultant which shall be paid more than
$75,000 during any fiscal year;

(m) make a gift, loan, advance or political contribution
to any person, except loans and advances to employees of up to $2,500 for
ordinary and necessary business expenses;

(n) any decision whether to redeem or to purchase any
Shares pursuant to the Right of First Refusal contained in Section 4.3 of this
Agreement or the assignment of such right to a third party. (In deciding
whether to exercise a Right of First Refusal with respect to a disposing
Investor Shareholder's Shares, any directors designated by, or who is an
officer, director, employee or agent of the disposing Investor Shareholder,
shall abstain from voting to the extent necessary to avoid a conflict of
interest and such director's affirmative vote shall not be necessary to approve
such action); and

(o) determination of the Determined Value of Shares
pursuant to Section 4.5 of this Agreement.

3.7. Budget and Business Plans. Before the beginning of each
fiscal year management of Newco shall prepare and present to the Board of
Directors of Newco for its approval an annual budget and multi-year business
plans for Newco in accordance with timing, format and instructions to be
determined by the Board of Directors of Newco. Newco's management shall use
their reasonable good faith efforts to manage Newco's business pursuant to any
business plan or budget approved by the Board of Directors, as it may be
revised from time to time with approval of the Board.

3.8. Dividends. SEi and HPS currently anticipate that all of
Newco's earnings will be retained for development and expansion of Newco's
business and acknowledge and agree that Newco does not anticipate paying any
dividends in the foreseeable future. Notwithstanding the foregoing, dividend
policy shall be vested in the Board of Directors as provided in this Agreement.

3.9. Fiscal Year. The fiscal year of Newco shall end on December
31 of each year. The first fiscal year of Newco shall commence upon completion
of the organization of Newco and shall end on the next succeeding December 31.

3.10. Books and Records. The Board of Directors of Newco, in
consultation with its auditors, shall establish such books, records and
accounts for Newco as are customary for corporations similarly situated and as
accurately reflect the financial condition and position of Newco in accordance
with generally accepted accounting principles. The books and records of Newco
shall be subject to inspection by any Shareholder during ordinary business
hours.

3.11. Reports. Newco shall prepare and provide the Shareholders
with unaudited monthly and quarterly financial statements (including a balance
sheet and profit and loss statement), audited annual financial statements and
such other reports as the Shareholders shall reasonably request. Newco's
management shall consult regularly with the Investor Shareholders and provide
the Investor Shareholders' designated representatives reasonable access to all
books and records of Newco.

3.12. Severance of Business Relationship Upon Deadlock of Board of
Directors or Investor Shareholders. In the event that the Board of Directors
or Investor Shareholders are deadlocked on a material matter, and such deadlock
continues for the longer of (a) three (3) consecutive meetings (including
special meetings) or (b) ninety (90) days, either SEi or HPS may institute a
severance of business relationship as provided in this Section 3.12.

(a) Notice of Intent to Pursue Severance. SEi or HPS may
send a Deadlock Notice to Newco and the other Investor Shareholder proposing a
resolution of the deadlock and providing notice that if the proposal is not
accepted by the other Investor Shareholder within twenty (20) days, SEi or HPS
may institute a severance of business relationship as provided below. A
"Deadlock Notice" means a written notice to be delivered to Newco and each
other Investor Shareholder by SEi or HPS which shall state that a deadlock
exists among the Board of Directors or the Investor Shareholders concerning a
material issue, and shall describe SEi or HPS's proposed resolution of the
deadlock, and shall provide notice that unless the other Investor Shareholder
accepts the proposal within twenty (20) days, SEi or HPS may institute the
severance of business relationship procedures pursuant to this Section 3.12.

(b) Initiation of Severance. If the deadlock continues
to exist for more than twenty (20) days after mailing of the Deadlock Notice
provided in Section 3.12.(a), for a period of thirty (30) days thereafter, SEi
or HPS (called the "Severing Shareholder"), if it wishes to sever its
relationship in Newco with the other Investor Shareholder (the "Responding
Shareholder"), it shall so notify the Responding Shareholder and Newco in
writing (the "Severance Notice") stating a date not less than thirty (30) days
after the mailing of such notice when the Severing Shareholder wishes the
severance to take place. The Severance Notice shall also state the price per
Share which the Severing Shareholder believes is the fair market value for the
Shares then outstanding

(the "Severance Price"). If, however, neither Investor Shareholder delivers a
Severance Notice within thirty (30) days following the Investor Shareholder's
failure to accept the proposed resolution, then such severance opportunity will
lapse as though the Deadlock Notice had never been given.

(c) Response. The Responding Shareholder shall have
thirty (30) days after the mailing of the Severance Notice to advise the
Severing Shareholder, in writing, whether the Responding Shareholder wishes (i)
to sell all of its Shares to the Severing Shareholder for the Severance Price
per Share, or (ii) to purchase all of the Severing Shareholder's Shares for the
Severance Price per Share. If the Responding Shareholder does not advise the
Severing Shareholder of its election within that time, the Responding
Shareholder shall be deemed to have elected to sell all its Shares to the
Severing Shareholder.

(d) Closing. Upon the effective date of the Severance as
designated in the Severance Notice, the purchase or sale of Shares as described
above shall be closed in Newco's principal business office and all appropriate
documents will be executed and delivered to effect the severance of the
relationship and sale of Shares, free and clear of all encumbrances. The
Severance Price shall be paid by the purchasers to the sellers in immediately
available funds.

(e) Continued Operation. Newco shall continue to operate
during any period of deadlock or dispute and during the continuance of any
default under this Agreement (or alleged default), and in no event shall a
deadlock, dispute or allegation of default interfere with the right of the
directors and officers of Newco to operate within the scope of business
activity contemplated by Section 1.3 of this Agreement; provided, however, that
no action may be taken by the directors and officers that would prejudice the
outcome of any matter in deadlock, any dispute or any allegation of default,
except with the consent of 100% of the members of the Board of Directors;
provided, however, that the service activities (and all related marketing,
administrative, and other activities) of Newco in accordance with the Business
Plan and Budget shall not be stopped or delayed, except with the consent of
100% of the members of the Board of Directors.

(f) Only Exercise if Substantial Business Disagreement.
The parties may only exercise the Severance Provisions of this Section 3.12 if
the Investor Shareholders have a substantial disagreement regarding the
management or future direction of Newco. Examples of areas of potential
"substantial disagreements" include, without limitation, (i) whether Newco
should go public, (ii) whether Newco should be sold, (iii) whether Newco should
make a material acquisition, (iv) termination of a senior executive, and (v)
whether to approve an annual business plan and budget. After delivery of a
Deadlock Notice, the potential Severing Shareholder shall thereafter be
available, upon reasonable prior notice, to meet with the Responding
Shareholder (and in the case of SEi or HPS, they shall make their respective
chairmen and chief executive officers available to meet with each other) and
discuss in good faith the potential resolution to the substantial disagreement.
For a period of sixty (60) days following the expiration of such thirty

(30) days prior written notice period, either Investor Shareholder may
thereafter institute the Severance of Business Relationship as provided under
subsection (b) of this Section 3.12. Notwithstanding the foregoing, the
Responding Shareholder may prevent the Severance from occurring by accepting
and agreeing to the resolution of the substantial disagreement proposed by the
Severing Shareholder and agreeing to take such further action as the Severing
Shareholder reasonably requests to implement such resolution. (Such agreement
by the Responding Shareholder must be made by written notice delivered prior to
the time that the Responding Shareholder is otherwise required to elect to buy
or sell pursuant to subsection (c) of this Section 3.12.

(g) Applicability of Arbitration. The right to initiate
a severance of business relationship as described herein shall supersede the
agreement to arbitrate a dispute contained in Section 13 of this Agreement,
except that the parties shall arbitrate any dispute concerning whether a
particular dispute constitutes a "deadlock on a material matter" as described
herein.

(h) Repayment of Loans/Release of Guarantees. In the
event of a severance of Business Relationship under this Section 3.12, at the
Closing the purchasing Shareholder shall cause Newco to repay in full all Loans
from the selling Shareholder and shall cause the selling Shareholder to be
released from all guarantees of Newco's indebtedness.

4. PREEMPTIVE RIGHTS, RIGHT OF FIRST REFUSAL, TAG-ALONG RIGHTS

4.1. Definitions. For purposes of this Article 4, the following
terms shall have the following meanings:

(a) "Dispose of" means any transfer or assignment,
whether voluntary or involuntary to a person other than a Permitted Transferee,
whether by sale, exchange, pledge, encumbrance, judicial attachment,
contribution to a trust or other entity, or otherwise. "Dispose of" shall not
include: (i) a pledge of shares to a responsible financial institution in the
United States, as collateral security for a bona fide loan made by such
financial institution, provided that such financial institution agrees in
writing that any disposition of the pledged shares for the account of the
pledging Shareholder in the event of any default by such Shareholder shall be
subject to the obligations imposed on such Shareholder by this Agreement,
including but not limited to the right of first refusal granted to Newco and
the other Shareholders hereunder, or (ii) a disposition to a wholly owned
subsidiary of a Shareholder, so long as such transferees agree in writing to be
bound by the terms of this Agreement.

(b) "Disposing Shareholder" means a Shareholder who
desires to Dispose of all or a part of the shares owned by that Shareholder.

(c) "First Refusal Notice" means the written notice to be
mailed to Newco and SEi and HPS by the Disposing Shareholder which shall
describe in adequate detail the terms and

conditions offered by, and the identity of, a bona fide prospective purchaser,
lender or other transferee to whom the Disposing Shareholder is considering
Disposing of all or a part of the Disposing Shareholder's shares, which notice
shall include a complete copy of the written offer of such purchaser, lender or
other transferee.

(d) "First Refusal Price" means the price agreed upon
between the Disposing Shareholder and the party or parties electing to exercise
a right of first refusal under the terms hereof. In the absence of an agreed
upon price, the term shall mean a purchase or redemption on terms and
conditions substantially the same as those described in the First Refusal
Notice given to the other parties hereto in accordance with the terms of this
Agreement. In the event such notice describes terms and conditions that are
unique to a proposed transaction and cannot readily be assumed by other
parties, e.g., an exchange of shares in return for property or services, or in
the event of a proposed gift, in the absence of an agreed upon price, the First
Refusal Price shall be the Determined Value as provided in Section 4.5.

(e) "Permitted Transferee" means a wholly owned
subsidiary of a Shareholder, provided, however, that no person shall become a
"Permitted Transferee" without first agreeing to be bound by the terms of this
Agreement in a manner satisfactory to Newco's Board of Directors.

(f) "Pro Rata" means with respect to any right to
acquire shares hereunder, pro rata based upon the number of shares owned by
those Shareholders (assuming more than two parties are Shareholders under this
Agreement) who shall duly exercise their option to acquire any shares offered
hereunder. Thus, if only two Shareholders, each owning ten percent (10%) of
Newco's shares, should elect to exercise their right of first refusal granted
in this Agreement, each of them would have the right to purchase fifty percent
(50%) of the shares available for purchase. "Pro Rata" means with respect to
Tag-along Rights, pro rata based on the ratio of the shares proposed to be sold
in the transaction to the total number of shares then outstanding.

4.2. Preemptive Rights.

(a) Right of First Refusal for Purchase of Stock Sold by
Newco. If at any time Newco shall propose to sell any additional securities
(including any stock held in the treasury and securities convertible into
additional stock), Newco shall give the Investor Shareholders a written notice
which shall describe in adequate detail the terms and conditions on which the
Company proposes to sell additional securities, including, if applicable,
conditions offered by, and the identity of, a bona fide prospective purchaser
(the "Company First Refusal Notice") respecting such securities, offering them
for disposition at the First Refusal Price.

(b) Time for Election to Purchase. Any Investor
Shareholder electing to purchase any of the securities so offered for purchase
shall notify Newco and the other Investor Shareholder of that election within
the time period for elections set forth in the Newco First

Refusal Notice, which shall be a reasonable period of time under the
circumstances after the date of mailing of the Company First Refusal Notice.
Such notice shall specify the number of securities that the Shareholder is
willing to purchase. In the event that any electing Investor Shareholder is
unwilling to purchase the entire Pro Rata portion of securities allocable to
such Investor Shareholder for purchase, the portion rejected shall be allocated
to the other electing Investor Shareholder if and to the extent it has
indicated in its notice that it is willing to purchase more than what would be
their Pro Rata portion if all Shareholders elected to exercise in full their
right of first refusal. If an election to purchase shall not have been timely
made as to the securities, or any portion thereof, offered for purchase, the
portion of such securities as to which a right of refusal has not been
exercised hereunder may, during a period of sixty (60) days after the
expiration of the first refusal period granted herein to the Investor
Shareholders, be sold upon substantially the same terms and conditions
described in the Company First Refusal Notice previously given, provided that
the purchaser executes this Agreement and agrees to be bound by the terms
hereof. If, however, such securities shall not have been so sold, in whole or
in part, within that sixty (60) day period, then a new Company First Refusal
Notice must be sent hereunder to SEi and HPS in the event that Newco wishes to
sell such securities.

(c) Closing of Purchase. If SEi or HPS elects to
purchase all or any portion of the securities offered by Newco for purchase,
the purchase shall be closed and the securities delivered free and clear of all
liens and encumbrances, (other than any purchase money liens taken back by
Newco at the closing, if applicable) at a closing to be held at the principal
offices of Newco within (30) days after the expiration of the first refusal
period granted herein to the Investor Shareholders.

4.3. Right of First Refusal.

(a) Right of First Refusal for Redemption or Purchase of
Shares Disposed of by Shareholders. If at any time any Shareholder shall
desire or be required to Dispose of all or any of the shares owned by such
Shareholder, the Disposing Shareholder shall give Newco, SEi and HPS, a First
Refusal Notice respecting those shares offering them for disposition at the
First Refusal Price. If Newco, within twenty (20) days after the date of
mailing of the First Refusal Notice, does not elect to redeem all of the shares
offered for redemption or purchase in accordance with the terms of this
Agreement, then for an additional twenty-five (25) days, the Investor
Shareholders shall have the option of purchasing the remaining shares offered
for disposition, Pro Rata, at the First Refusal Price. If the Investor
Shareholders do not elect to purchase all the remaining shares, the Board of
Directors (exclusive of any Director who is designated by, or who is an
officer, director, employee or an agent of, the Disposing Shareholder or its
Affiliate), acting on behalf of Newco, may assign the right to purchase the
remaining shares at the First Refusal Price to one or more third parties
provided that such third parties pay the First Refusal Price in cash and agree
to execute a shareholder agreement acceptable to Newco and Non-disposing
Shareholders and agree to be bound by the terms hereof.

(b) Time for Election to Redeem or to Purchase. Newco,
and/or SEi and/or HPS, and/or any assignee of Newco who elects to redeem or to
purchase any of the Shares so offered for redemption or purchase shall notify
the Disposing Shareholder, Newco and all other Shareholders of that election
within twenty (20) days after the date of mailing of the First Refusal Notice
if the electing party is Newco, or within forty-five (45) days after such date
of mailing if any Investor Shareholder or an assignee of Newco. Such notice
shall specify the number of shares that the sender is willing to purchase. In
the event that any electing Investor Shareholder is unwilling to purchase the
entire Pro Rata portion of shares allocable to such Investor Shareholder for
purchase, the portion rejected shall be allocated among the other electing
Investor Shareholder if and to the extent it has indicated in its notice that
it is willing to purchase more than what would be its Pro Rata portion if both
Investor Shareholders elected to exercise in full their right of first refusal.
If an election to redeem or to purchase shall not have been timely made, either
by Newco, and/or by the Investor Shareholders, and/or by any assignees of
Newco, or any combination of the foregoing, as to all (and not less than all)
the shares offered for redemption or purchase, such shares may, during a period
of one hundred twenty (120) days after the expiration of the first refusal
period granted herein, be Disposed of to the purchaser or other transferee
named in, and upon substantially the same terms and conditions described in,
the First Refusal Notice previously given the other parties, provided that the
transferee executes this Agreement and agrees to be bound by the terms hereof.
If, however, such shares shall have not been so Disposed of, in whole or in
part, and the certificates therefor presented for transfer within that one
hundred twenty (120) -day period, then such shares shall again become
restricted as though they had never been offered to Newco or to the Investor
Shareholders in accordance with this Agreement. No Shareholder shall dispose
of shares without first complying with the Right of First Refusal.
Shareholders other than Investor Shareholders shall have no right to purchase
shares pursuant to this Right of First Refusal, except in the capacity as
assignor of Newco.

(c) Closing of Redemption or Purchase. If Newco, and/or
SEi and/or HPS and/or any assignee(s) of Newco elect to purchase collectively
all (and not less than all) the shares offered for redemption or purchase, the
redemption and/or purchase shall be closed and the Disposing Shareholder's
shares offered for redemption or purchase shall be delivered free and clear of
all liens and encumbrances (other than any purchase money liens taken back by
the Disposing Shareholder at the closing, if applicable), at a closing to be
held at the principal offices of Newco within thirty (30) days after the
expiration of the first offer period granted herein to the Investor
Shareholders.

4.4. Sale of Shares to a Third Party.

(a) Tag-Along Rights. If, at any time, SEi or HPS (the
"Disposing Shareholders") propose to sell shares to any one or more third
parties who are not, and following such sale will not be, a wholly owned
subsidiary of an Investor Shareholder (a "Third Party"), the other Investor
Shareholder shall have the right to participate (a "Tag- Along Right") in such
sale with respect to any shares, including any shares issuable upon exercise of
any vested options or

warrants (if any) held by such Investor Shareholder, on a Pro Rata basis for
the same consideration per Share and otherwise on the same terms as the
Disposing Shareholders. If circumstances occur which give rise to the
Tag-Along Right, then the Disposing Shareholder shall give written notice to
Newco and the other Investor Shareholder, providing the particulars of the
proposed sale to the Third Party and advising such other Investor Shareholder
of its Tag-Along Rights. This notice shall not be given until the expiration
of all rights of First Refusal under Section 4.3. The other Investor
Shareholder may exercise its Tag-Along Right by written notice to Newco and the
Disposing Shareholder within twenty-five (25) days of the date of mailing of
the Disposing Shareholder's notice stating the number of shares that it wishes
to sell, up to the maximum number permitted herein. If any Investor
Shareholder gives written notice indicating that such Investor Shareholder
wishes to sell, such Investor Shareholder shall be obligated to sell that
number of shares specified in its written acceptance notice upon the same terms
and conditions as the Disposing Shareholder is selling to the Third Party and
shall not be subject to the requirements of Section 4.3. The Tag-Along Right
provided in this Section 4.4 shall be in addition to the Right of First Refusal
provided in Section 4.3 and shall not relieve the Disposing Shareholder of the
obligation to provide the First Refusal Notice provided herein. No
Shareholder, other than an Investor Shareholder, shall have any Tag-Along
Right.

(b) Drag-Along Rights. If, at any time, any Investor
Shareholder (the "Disposing Shareholder") proposes to sell shares to a Third
Party, such Shareholder shall, upon written notice to the Company and the other
Shareholders given at least twenty-five (25) days prior to the proposed sale,
have the right to require each other Shareholder, other than an Investor
Shareholder, to participate (a "Drag-Along Right") in such sale with respect to
any shares, including any shares issuable upon exercise of any vested options,
which are held by such Shareholder, on a pro rata basis (based on the
percentage of the number of such shares held by any such Shareholder
corresponding to the relationship of the aggregate number of such shares to be
sold by the Shareholders to the total number of shares outstanding for the same
consideration per Share and otherwise on the same terms as the Disposing
Shareholder.

(c) Coordination with Options. For purposes of Section
4.4.(b), to the extent that Shares issuable upon exercise of a vested option
are to be sold pursuant to the exercise of a Drag-Along Right, the holders of
such options or securities shall not be required to exercise their options or
convert their securities, as the case may be, until all conditions to the
commitment by the Third Party to purchase the shares into which such options
are exercisable or such securities are convertible pursuant to the exercise of
a Drag-Along Right have been satisfied or waived.

4.5. Determination of Share Value. Whenever the Determined Value
of shares is required to be determined hereunder, the Determined Value shall be
agreed upon by the holder of the shares and Newco within ten (10) days
following the expiration of the applicable notice period. If the interested
Shareholders and Newco are unable to agree upon the Determined Value within
such period of time, Newco shall promptly select a firm experienced in valuing
businesses similar to Newco's business and shall promptly notify the interested
Shareholders of its selection.

The interested Shareholders shall have ten (10) days after the receipt of such
notification to accept the firm selected by Newco or to select another firm
experienced in valuing businesses similar to Newco's. If the interested
Shareholders accept the firm selected by Newco, (i) such firm shall promptly
provide to Newco and the interested Shareholders its estimate of the Determined
Value, whereupon such estimate shall be the Determined Value, and (ii) Newco
shall pay the fees charged by such firm. If the interested Shareholders do not
accept the firm selected by Newco, such firm and the firm selected by a
majority of the interested Shareholders shall each promptly submit to Newco,
the interested Shareholders and each other its estimate of the Determined
Value. If the lower of the two estimates is greater or equal to ninety percent
(90%) of the higher of the two estimates, the average of the two estimates
shall be the Determined Value. If the lower estimate is less than ninety
percent (90%) of the higher estimate, the two firms shall select a third firm
experienced in valuing businesses similar to Newco's, which firm shall select
from the two estimates the estimate that is closest to such third firm's
estimate of the Determined Value, whereupon such selected estimate shall be the
Determined Value. In the event that a majority of the interested Shareholders
do not accept the firm selected by Newco, each of Newco and the interested
Shareholders (Pro Rata among them based on the relative number of shares owned
by each) shall pay the fees charged by the firm selected by it or them. Newco
and the interested Shareholders (Pro Rata among them based on the relative
number of shares owned by each) shall share equally the fees charged by the
third firm. The Determined Value shall be determined as of the last day of the
month preceding the date on which the right to purchase the shares arose. In
no event shall the Determined Value reflect a discount for minority interests.
The parties intend that the Determined Value per share shall be equal to the
Determined Value of Newco divided by the total number of shares outstanding
(with reasonable and appropriate adjustments for any vested stock options where
the exercise price of the option is less than the fair market value of the
shares). The Determined Value of shares issuable upon exercise of a vested
option shall be equal to the Determined Value of the underlying shares, less
the exercise price of such option.

4.6. Remedy for Violation. In the event that any person Disposes
of any shares in violation of any of the provisions of this Agreement, such
disposition shall be void. In the event any restriction on transfer herein
shall be held invalid, Newco and the other Shareholders shall have the right to
redeem or purchase, as the case may be, all or any shares disposed of in
violation of the invalidated restrictions from the then holder thereof (a) at
the price and on the terms on which such shares were acquired by such holder,
if such shares were acquired by the holder in a purchase transaction, or (b) at
the election of the redeeming or purchasing parties, or in the case of a
transaction that is unique or the terms of which cannot readily be assumed by
other parties, at the Determined Value of such shares. The rights given by
this paragraph shall accrue first to Newco and then, Pro Rata, to the Investor
Shareholders and then, Pro Rata to the other Shareholders, and then to any
assignee(s) of Newco. Newco shall notify the Shareholders promptly of the
final judgment holding the transfer restriction invalid, and shall have one
hundred twenty (120) days after the date of mailing of such notice to elect to
exercise its redemption option by mailing written notice of such election to
the holder of the shares and to the Shareholders. In the event that Newco
elects not to exercise its option hereunder as to all the shares available for

redemption or purchase hereunder, each Shareholder shall have sixty (60) days
after the date of mailing of Newco's initial notice to notify the holder of the
shares, Newco and all other Shareholders of such Shareholder's election to
purchase all or any part of such Shareholder's Pro Rata portion of the shares.
If the other Shareholders do not elect to purchase all the remaining shares,
Newco may assign the right to purchase all or any part of the remaining shares
to one or more third parties provided that such third parties agree to execute
this Agreement and agree to be bound by the terms hereof.

4.7. Endorsement on Certificates Evidencing Shares. Each
certificate representing Shares now or hereafter held by Shareholders or their
transferees and successors, shall be stamped with a legend in substantially the
following form:

"This certificate represents Shares, the sale, disposition, pledge,
encumbrance or other transfer of which is subject to limitations and
restrictions (including without limitation, certain rights of first
refusal and mandatory purchase and sale obligations), and the voting
of which is subject to agreements and restrictions, a full statement
of which will be furnished by Newco to any Shareholder upon request
and without charge."

5. REPRESENTATIONS AND WARRANTIES

SEi, with respect to SEi, makes the following representations and
warranties to HPS, and HPS with respect to HPS, makes the following
representations and warranties to SEi, each of which, in any case, is true and
correct on the date hereof, shall remain true and correct to and including the
Closing Date, shall be unaffected by any investigation heretofore or hereafter
made by SEi or HPS, as the case may be, or any knowledge of SEi or HPS, as the
case may be, other than as specifically disclosed in the Schedules to this
Agreement, and shall survive the Closing of the transactions provided for
herein. The term "Company" as used in this Agreement, means either SEi or HPS,
as the case may be.

5.1. Corporate.

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

(b) Corporate Power. Company has all requisite corporate
power and authority to own, operate and lease its properties, to carry on its
business as and where such is now being conducted, to enter into this Agreement
and the other documents and instruments to be executed and delivered by it
pursuant hereto and to carry out the transactions contemplated hereby and
thereby.

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

5.2. No Violation. Neither the execution and delivery of this
Agreement or the other documents and instruments to be executed and delivered
by Company pursuant hereto, nor the consummation by Company of the transactions
contemplated hereby and thereby (a) will violate any statute or law or any
rule, regulation, order, writ, injunction or decree of any court or
governmental authority, (b) except for applicable requirements of the
Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx"), will
require any authorization, consent, approval, exemption or other action by or
notice to any court, administrative or governmental agency, instrumentality,
commission, authority, board or body, or (c) will violate or conflict with, or
constitute a default (or an event which, with notice or lapse of time, or both,
would constitute a default) under, or will result in the termination of, or
accelerate the performance required by, or result in the creation of any Lien
upon any of the assets of Company, under any term or provision of the Articles
of Incorporation or Bylaws of Company or of any contract, commitment,
understanding, arrangement, agreement or restriction of any kind or character
to which Company is a party or by which Company or any of its assets or
properties may be bound or affected.

6. OTHER MATTERS

6.1. Noncompetition; Confidentiality. Subject to the Closing, and
as an inducement to execute this Agreement and complete the transactions
contemplated hereby, SEi and HPS each hereby covenant and agree as follows:

(a) Covenant Not to Compete. During the term of this
Agreement and for a period of sixty (60) months following the termination or
expiration of this Agreement, (1) Newco agrees that it will not directly or
indirectly engage in any businesses which competes with HPS in the HPS Core
Business or which competes with SEi in the SEi Core Business; (2) HPS agrees
that it will not directly or indirectly engage in any business which competes
with Newco in the Newco Core Business or with SEi in the SEi Core Business,
provided that nothing contained herein shall prohibit HPS from continuing to
provide Care Management Services pursuant to contracts with Care Management
Services already in place as of the date hereof; and (3) SEi agrees that it
will not directly or indirectly engage in any business which competes with
Newco in the

Newco Core Business or with HPS in the HPS Core Business. This covenant not to
compete shall have worldwide scope.

For purposes of this Section 6.1, the following terms shall have the
following meanings:

(i) "HPS Core Business" means the business of
providing marketing, distribution, enrollment, premium billing and
collection, claims administration, and information services to medical
benefits payors and health care providers, including customer service
activities related thereto. While HPS is in the business of providing
Care Management Services to medical benefits payors and health care
providers and will continue to contract with payors and providers to
provide such services in the future, it shall outsource this business
to Newco pursuant to its Care Management Outsourcing Agreement with
Newco except to the extent that it currently has other contractual
commitments with other care management providers to provide such
services.

(ii) "Care Management Services" means the business
of providing utilization review (which includes, but is not limited
to, pre-admission certification, prior authorization, prospective
length of stay approvals, second opinions, concurrent review and
discharge planning), catastrophic medical case management, disease
management and demand (24 hours a day, 7 days a week) management
services to benefits payors and health care providers, including third
party administrators, provider organizations such as independent
professional associations and provider management companies.

(iii) "SEi Core Business" means the business of (A)
operating stand-alone call centers to provide (1) technical product
support services to end users for computer hardware and software
companies, and (2) help desk services to major companies to provide
their employees with help in operating their equipment and software,
(B) providing information technology development services and
solutions to large corporations on a contract or temporary staffing
basis, including software design, development integration and
implementation services, systems support and maintenance (C) providing
foreign language translation and software localization services, and
(D) providing a standalone/physically dedicated call center and
related services (both inbound and outbound) to customers.

(iv) "Newco's Core Business" means the business of
operating call centers to provide Care Management Services to medical
benefits payors, health care providers and organizations comprised of
such entities and other providers of Care Management Services, such as
third party administrators, provider organizations and provider
management companies.

23
(v) "Compete" means, in addition to the customary
and accepted definition of compete, all of the following:

(A) directly or indirectly engage in,
continue in or carry on any business which competes with such
business or is substantially similar thereto, including owning
or controlling any financial interest in any corporation,
partnership, firm or other form of business organization which
is so engaged; and

(B) engage in any practice the purpose
of which is to evade the provisions of this covenant not to
compete.

The term "Competes with" shall not include the ownership of securities
of corporations which are listed on a national securities exchange or traded in
the national over-the-counter market in an amount which shall not exceed 5% of
the outstanding shares of any such corporation. The parties agree that the
geographic scope of this covenant not to compete shall extend throughout the
United States and the entire world. The parties agree that the geographic
scope of this covenant not to compete is reasonable because telecommunications
is a global business and SEi has substantial international operations. In the
event a court of competent jurisdiction determines that the provisions of this
covenant not to compete are excessively broad as to duration, geographical
scope or activity, it is expressly agreed that this covenant not to compete
shall be construed so that the remaining provisions shall not be affected, but
shall remain in full force and effect, and any such over broad provisions shall
be deemed, without further action on the part of any person, to be modified,
amended and/or limited, but only to the extent necessary to render the same
valid and enforceable in such jurisdiction. This covenant not to compete has
been separately bargained for and is a material inducement to the willingness
of the Investor Shareholders to invest in Newco and enter into this Agreement.

(b) Covenant of Confidentiality. Neither SEi, HPS nor
Newco shall at any time subsequent to the Closing, except as explicitly
requested by SEi, HPS or Newco, as the case may be, (i) use for any purpose,
(ii) disclose to any person, or (iii) keep or make copies of documents, tapes,
discs or programs containing, any confidential information concerning any other
party hereto. For purposes hereof, "confidential information" shall mean and
include, without limitation, all Trade Rights in which SEi, HPS or Newco, as
the case may be, has an interest, all customer lists and customer information,
and all other information concerning processes, apparatus, equipment, services,
marketing and distribution methods of SEi, HPS or Newco, as the case may be,
not previously disclosed to the public directly by SEi, HPS or Newco, as the
case may be. (Notwithstanding the foregoing, this provision shall not limit in
any way the Investor Shareholders' rights to consult with management of Newco
and inspect the books and records of Newco.)

(c) Equitable Relief for Violations. SEi, HPS, Newco and
the other Shareholders agree that the provisions and restrictions contained in
this Section 6.1 are necessary

to protect the legitimate continuing interests of SEi, HPS and Newco, and that
any violation or breach of these provisions will result in irreparable injury to
SEi, HPS and Newco, respectively, for which a remedy at law would be inadequate
and that, in addition to any relief at law which may be available to SEi, HPS
and Newco, respectively, for such violation or breach and regardless of any
other provision contained in this Agreement, SEi, HPS and Newco, respectively,
shall be entitled to injunctive and other equitable relief as a court may grant
after considering the intent of this Section 6.1.

6.2. HSR Act Filings. To the extent such filings have not been
completed prior to the execution of this Agreement, SEi and HPS shall, in
cooperation with the other, file any reports or notifications that may be
required to be filed by it under the HSR Act, with the Federal Trade Commission
and the Antitrust Division of the Department of Justice, and shall furnish to
the other all such information in its possession as may be necessary for the
completion of the reports or notifications to be filed by the other. Prior to
making any communication, written or oral, with the Federal Trade Commission,
the Antitrust Division of the federal Department of Justice or any other
governmental agency or authority or members of their respective staffs with
respect to this Agreement or the transactions contemplated hereby, SEi and HPS
shall consult with each other.

6.3. Subcontract for Existing Call Center Services of HPS.
Following the Closing, and to the extent HPS is not contractually prohibited
from doing such and can obtain the necessary consents, Newco and HPS shall
enter into an agreement (the "Care Management Agreement") providing for the
subcontracting of call center services provided by HPS which relate to
utilization review, medical case management special claims review and other
managed care related services. The scope of such Agreement shall be as may be
mutually agreed upon in good faith by the parties.

6.4. Support Service Contract. Following the Closing, Newco, SEi
and HPS shall enter into a contract or contracts providing for various
administrative support services to be provided at actual cost by SEi and HPS to
Newco (the "Support Service Contract"). The scope of such contract or
contracts shall be as may be mutually agreed upon in good faith by the parties.

6.5. SEi Call Center Support. Following the Closing, SEi shall
consult, if asked, with Newco regarding call center technology and shall assist
Newco in designing Newco's call center and training newco's call center staff.
The scope and terms of such support shall be as may be mutually agreed upon in
good faith.

7. CONDITIONS PRECEDENT TO OBLIGATIONS

Each and every obligation of SEi and each and every obligation of HPS
to be performed on the Closing Date shall be subject to the satisfaction prior
to or at the Closing of each of the following conditions:

7.1. Representations and Warranties True on the Closing Date. Each
of the representations and warranties made by the other party in this Agreement,
and in any instrument, list, certificate or writing delivered by the other party
pursuant to this Agreement, shall be true and correct in all material respects
when made and shall be true and correct in all material respects at and as of
the Closing Date as though such representations and warranties were made or
given on and as of the Closing Date, except for any changes permitted by the
terms of this Agreement or consented to in writing by SEi or HPS, as the case
may be.

7.2. Compliance With Agreement. The other parties shall have in
all material respects performed and complied with all of their agreements and
obligations under this Agreement which are to be performed or complied with by
them prior to or on the Closing Date, including the delivery of the closing
documents specified in Section 8.1.

7.3. Absence of Suit. No action, suit or proceeding before any
court or any governmental authority shall have been commenced or threatened,
and no investigation by any governmental or regulating authority shall have
been commenced, against SEi, HPS or any of the shareholders, affiliates,
officers or directors of either of them, seeking to restrain, prevent or change
the transactions contemplated hereby, or questioning the validity or legality
of any such transactions, or seeking damages in connection with, or imposing
any condition on, any such transactions.

7.4. Consents and Approvals. All approvals, consents and waivers
with respect to the other party that are required to effect the transactions
contemplated hereby shall have been received, and executed counterparts thereof
shall have been delivered.

8. CLOSING

The closing of this transaction ("xxx Xxxxxxx") shall take place at
the offices of Xxxxx & Xxxxxxx in Tampa, Florida, at 12 p.m. on December 11,
1997, or at such other time and place as the parties hereto shall agree upon.
Such date is referred to in this Agreement as the "Closing Date".

8.1. Documents to be Delivered by SEi and HPS. At the Closing,
SEi, HPS and Newco shall deliver all the following documents, in each case duly
executed or otherwise in proper form:

(a) SEi and HPS shall deliver to Newco, the payment of the
initial capital contribution referred to in Section 2.1;

(b) SEi, HPS and Newco shall deliver the Loan Agreements;

(i) All other documents, instruments or writings
required to be delivered by SEi, HPS or Newco at or prior to the
Closing pursuant to this Agreement and such other certificates of
authority and documents as SEi or HPS may reasonably request.

8.2. Organization Meeting. At the Closing, simultaneously with the
delivery of documents referred to in Section 8.1, the Shareholders shall hold
an organization meeting of Newco. At such meeting, (a) the Shareholders shall
appoint the initial Board of Directors of Newco; (b) the newly-elected Board of
Directors shall meet for the purpose of electing officers of Newco; and (c) the
agreements and documents referred to in this Agreement to which Newco is a
party shall be authorized on behalf of Newco.

9. TERMINATION

9.1. Survival of Agreement. It is the intention of the parties
that this Agreement shall survive the formation of Newco and serve as a binding
agreement on the parties and their respective successors and assigns including,
without limitation, any future shareholders of Newco who agree to be bound by
the terms hereof.

9.2. Termination. Notwithstanding the provisions of Section 9.1
hereof, this Agreement shall terminate, and shall no longer have any force or
effect, upon the earliest of (a) its termination by mutual written consent of
SEi and HPS, (b) the failure of any of the conditions precedent set forth in
Section 7, (c) any transfer of shares of Newco which results in Newco having no
more than one Shareholder, or (d) the dissolution and liquidation of Newco.

9.3. Consequences of Termination. Upon the termination of this
Agreement pursuant to Section 9.2 above, all rights and obligations under this
Agreement shall immediately terminate except the following which shall survive
termination of this Agreement for any reason: (a) all claims of any Party
against the other party for damages arising out of acts or omissions of such
other Party outside the scope of this Agreement, or in breach of this
Agreement, (b) all rights and obligations of the parties accrued during the
term of this Agreement, and (c) the provisions of Section 2.3.(b) (pro rata
repayment of Loans), Section 6.1 (Non-Competition; Confidentiality), and
Article 13 (Resolution of Disputes) of this Agreement.

9.4. Dissolution of Newco Upon Termination. In the event this
Agreement is terminated as herein provided prior to Closing, but Newco shall
already have been organized and capitalized, Newco shall be promptly liquidated
and all capital contributions shall be returned to the Shareholders, less their
pro rata share of expenses incurred in connection with the negotiation and
execution of this Agreement, the formation of Newco, and the organization and
liquidation of Newco.

10. FURTHER ASSURANCE

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From time to time, at the other party's request and without further
consideration, each party to this Agreement will execute and deliver to the
other party such documents and take such other action as the other party may
reasonably request in order to consummate more effectively the transactions
contemplated hereby.

11. DISCLOSURES AND ANNOUNCEMENTS

Both the timing and the content of all disclosure to third parties and
public announcements concerning the transactions provided for in this Agreement
by either SEi or HPS shall be subject to the approval of the other in all
essential respects, except that approval shall not be required as to any
statements and other information which a party may submit to the Securities and
Exchange Commission, the New York Stock Exchange or the Nasdaq National Market,
or its shareholders or be required to make pursuant to any rule or regulation
of the Securities and Exchange Commission, New York Stock Exchange, Nasdaq
National Market, or otherwise required by law.

12. ASSIGNMENT; PARTIES IN INTEREST

12.1. Assignment. Except as expressly provided herein, the rights
and obligations of a party hereunder may not be assigned, transferred or
encumbered without the prior written consent of the other parties.

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

13. RESOLUTION OF DISPUTES

13.1. Arbitration. Any dispute, controversy or claim arising out of
or relating to this Agreement or any contract or agreement entered into
pursuant hereto or the performance by the parties of its or their terms shall
be settled by binding arbitration held in Tampa, Florida, in accordance with
the Commercial Arbitration Rules of the American Arbitration Association then
in effect, except as specifically otherwise provided in this Article 13.
Notwithstanding the foregoing, Newco may, in its discretion, apply to a court
of competent jurisdiction for equitable relief from any violation or threatened
violation of the covenants of SEi or HPS under Section 6.1 (covenant not to
compete) of this Agreement.

13.2. Arbitrators. If the matter in controversy (exclusive of
attorney fees and expenses) shall appear, as at the time of the demand for
arbitration, to exceed $1,500,000, then the panel to be appointed shall consist
of one neutral arbitrator to be mutually agreed upon by the parties; otherwise,
the panel shall be comprised of three neutral arbitrators of whom one shall be
selected by each party within twenty (20) days, and a third arbitrator shall be
selected by these two selected

arbitrators. If one of the parties fails to timely select an arbitrator, the
arbitrator that was timely selected shall be the sole arbitrator. If neither
party timely selects an arbitrator, the first arbitrator selected thereafter
shall be the sole arbitrator, no others being appointed. Where each of the
parties timely selects an arbitrator, said arbitrators will have ten (10) days
from the end of the twenty (20) -day period to select the third arbitrator. In
the event the arbitrators are unable to timely agree on the third arbitrator,
either party may petition any official of the American Arbitration Association
for appointment of the third arbitrator and the parties agree to accept any
arbitrator appointed by such official subject to the limitations hereof.
Arbitrators must be reasonably independent of the parties and their principals.
Persons who are hereby expressly disqualified to serve as arbitrators are
principals of the parties, relatives of said principals, employees of the
parties or said principals, persons not residing within 100 miles of Tampa,
Florida, attorneys, accountants, and other business persons have professional or
business relationships with the parties or said principals.

13.3. Procedures; No Appeal. The arbitrator(s) shall allow such
discovery as the arbitrator(s) determine appropriate under the circumstances,
provided that any party shall be entitled to reasonable production of documents
and not less than (i) 16 hours of deposition examination and 20 written
interrogatories if the matter in controversy (exclusive of attorneys fees and
costs) is $1,500,000 or less; and (ii) 24 hours of deposition examination and
40 written interrogatories if the matter in controversy (exclusive of attorneys
fees and costs) exceeds $1,500,000. The arbitrators shall resolve the dispute
as expeditiously as practicable, and if reasonably practicable, within one
hundred twenty (120) days after the selection of the arbitrator(s). The
arbitrator(s) shall give the parties written notice of the decision, with the
reasons therefor set out, and shall have thirty (30) days thereafter to
reconsider and modify such decision if any party so requests within ten (10)
days after the decision. Thereafter, the decision of the arbitrator(s) shall
be final, binding, and nonappealable with respect to all persons, including
(without limitation) persons who have failed or refused to participate in the
arbitration process. The privileges, including, without limitation, the
attorney-client privilege, shall apply in arbitration.

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

13.5. Entry of Judgment. Judgment upon the award rendered by the
arbitrator(s) may be entered in any court having in personam and subject matter
jurisdiction. Each party hereby submits to the in personam jurisdiction of the
Federal and State courts in Hillsborough County, for the purpose of confirming
any such award and entering judgment thereon.

13.6. Confidentiality. All proceedings under this Article 13 and
all evidence given or discovered pursuant hereto, shall be maintained in
confidence by all parties.

13.7. Continued Performance. The fact that the dispute resolution
procedures specified in this Article 13 shall have been or may be invoked shall
not excuse any party from performing its obligations under this Agreement and
during the pendency of any such procedure all parties shall continue to perform
their respective obligations in good faith, subject to any rights to terminate
this Agreement that may be available to any party.

13.8. Tolling. All applicable statues of limitation shall be tolled
while the procedures specified in this Article 13 are pending. The parties
will take such action, if any, required to effectuate such tolling.

13.9. Expenses of Arbitration. Except as otherwise may be provided
in this Agreement, the expenses of arbitration will be borne equally by the
parties, provided that each party will bear the cost of its own experts,
evidence and attorneys' fees, except that, in the discretion of the
arbitrators, any award in arbitration may include attorneys' fees if the
arbitrators expressly determine that the party against whom such an award is
entered has caused the dispute to be submitted to arbitration in bad faith or
as a dilatory tactic. No arbitration will be commenced after the date when
institution of legal or equitable proceedings based upon the same subject
matter would be barred by the applicable statute of limitations.

14. LAW GOVERNING AGREEMENT

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

15. AMENDMENT AND MODIFICATION

The parties may amend, modify and supplement this Agreement in such
manner as may be agreed upon by them in writing.

16. NOTICE

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

(a) If to SEi, to:

Xxxxx Enterprises, Incorporated
000 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000
Xxxxx, XX 00000
Attention: Xxxx X. Xxxxx
Facsimile: 000-000-0000

(with a copy to)

Xxxxxx X. Xxxxxx, Esq.
Xxxxx & Lardner
000 Xxxxx Xxxxx, Xxxxx 0000
Xxxxx, XX 00000
Facsimile: 813-221-4210

or to such other person or address as SEi shall furnish to HPS in writing.

(b) If to HPS, to:

HealthPlan Services Corporation
0000 Xxxxxxxx Xxxx
Xxxxx, XX 00000
Attention: Xxxx Xxxxxx, Esq.
Facsimile: 000-000-0000

(with a copy to)

Xxxxx X. Xxxxx, Esq.
000 X. Xxxxxxx Xxxx., Xxxxx 0000
Xxxxx, XX 00000
Facsimile: 000-000-0000

or to such other person or address as HPS shall furnish to SEi in writing.

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

17. EXPENSES

Regardless of whether or not the transactions contemplated hereby are
consummated:

17.1. Brokerage. SEi and HPS each represent and warrant to each
other that there is no broker involved or in any way connected with the subject
matter of this transaction. SEi agrees to hold HPS harmless from and against
all claims for brokerage commissions or finder's fees incurred through any act
of SEi in connection with the execution of this Agreement or the transactions
provided for herein. HPS agrees to hold SEi harmless from and against all
claims for brokerage commissions or finder's fees incurred through any act of
HPS in connection with the execution of this Agreement or the transactions
provided for herein.

17.2. Pre-Closing Expenses. SEi and HPS shall each pay their
respective expenses in negotiating and drafting this Agreement and the
documents delivered at Closing. Newco shall pay any filing fees (including,
without limitation, the HSR Act filing fee) and the fee of its registered
agent.

All fees and expenses of Newco's legal, accounting, investment
banking and other professional counsel in connection with the transactions
contemplated hereby shall be paid by Newco.

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

17.4. Costs of Litigation or Arbitration. The parties agree that
(subject to the discretion, in an arbitration proceeding, of the arbitrator as
set forth in Section 13) the prevailing party in any action brought with
respect to or to enforce any right or remedy under this Agreement shall be
entitled to recover from the other party or parties all reasonable costs and
expenses of any nature whatsoever incurred by the prevailing party in
connection with such action, including without limitation attorneys' fees and
prejudgment interest.

18. ENTIRE AGREEMENT

This instrument embodies the entire agreement between the parties
hereto with respect to the transactions contemplated herein, and there have
been and are no agreements, representations or warranties between the parties
other than those set forth or provided for herein. For purpose of
interpretation, no party shall be deemed the draftsperson of this Agreement or
any document delivered at Closing.

19. COUNTERPARTS

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This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.

20. HEADINGS

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

21. FURTHER DOCUMENTS

The parties each agree to execute all other documents and to take such
other action or corporate proceedings as may be necessary or desirable to carry
out the terms hereof.

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

XXXXX ENTERPRISES, INCORPORATED

By /s/ Xxxx X. Xxxxx
------------------------------
Xxxx X. Xxxxx, President

HEALTH PLAN SERVICES CORPORATION

By /s/ Xxxxx X. Xxxxxx, Xx.
-------------------------------
Xxxxx X. Xxxxxx, Xx., President

AGREEMENT TO BE BOUND BY AGREEMENT

Effective as of December 11, 1997, Xxxxx HealthPlan Services, Inc., a
Florida corporation, hereby and agrees to be bound by all of the terms,
covenants, representations, warranties and other provisions of the Agreement by
and between SEi and HPS dated December 11, 1997 ("Agreement") that are
applicable to Newco, any "Party," the "Parties" (as those terms are defined in
the Agreement) as if Newco was an original signatory of the Agreement.

XXXXX HEALTHPLAN SERVICES, INC.

By /s/ Xxxxx X. Xxxxxx
---------------------------------
Xxxxx X. Xxxxxx, President

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Table of Contents

1 Exhibit 2.12 SHAREHOLDER AGREEMENT

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