1 EXHIBIT 10(b) ASSET PURCHASE AGREEMENT

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EXHIBIT 10(b)

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ASSET PURCHASE AGREEMENT

AMONG

NEW VALLEY CORPORATION,

WESTERN UNION DATA SERVICES COMPANY, INC.

AND

FIRST FINANCIAL MANAGEMENT CORPORATION

DATED AS OF

SEPTEMBER 30, 1995

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TABLE OF CONTENTS

PAGE

ARTICLE I. PURCHASE AND SALE OF ASSETS AND ASSUMPTION OF LIABILITIES . . . . . . . 2
1.1. Purchase of Assets . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.2. Excluded Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
1.3. Other Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
1.4. Deferred Assets; Consents of Third Parties . . . . . . . . . . . . . . 3
1.5. Assumption of Liabilities . . . . . . . . . . . . . . . . . . . . . . . 4

ARTICLE II. PURCHASE PRICE; CLOSING . . . . . . . . . . . . . . . . . . . . . . . . 5
2.1. Purchase Price and Adjustments . . . . . . . . . . . . . . . . . . . . 5
2.2. Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

ARTICLE III. REPRESENTATIONS AND WARRANTIES OF SELLERS . . . . . . . . . . . . . . . 6
3.1. Corporate Organization . . . . . . . . . . . . . . . . . . . . . . . . 6
3.2. Capital Stock of DSC . . . . . . . . . . . . . . . . . . . . . . . . . 6
3.3. Subsidiaries and Affiliates . . . . . . . . . . . . . . . . . . . . . . 6
3.4. Authorization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
3.5. Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . 7
3.6. Absence of Certain Changes or Events . . . . . . . . . . . . . . . . . 7
3.7. Intellectual Property . . . . . . . . . . . . . . . . . . . . . . . . . 7
3.8. Leases of Real Property . . . . . . . . . . . . . . . . . . . . . . . . 9
3.9. Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
3.10. Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
3.11. Benefit Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
3.12. Consents and Approvals of Governmental Authorities. . . . . . . . . . . 11
3.13. No Violation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
3.14. Good Title Conveyed, Etc. . . . . . . . . . . . . . . . . . . . . . . . 11
3.15. Government Licenses, Permits. . . . . . . . . . . . . . . . . . . . . . 12
3.16. Conduct of Business . . . . . . . . . . . . . . . . . . . . . . . . . . 12
3.17. Litigation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
3.18. Environmental Matters . . . . . . . . . . . . . . . . . . . . . . . . . 13
3.19. No Undisclosed Liabilities. . . . . . . . . . . . . . . . . . . . . . . 13
3.20. Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
3.21. Brokers and Finders . . . . . . . . . . . . . . . . . . . . . . . . . . 14
3.22. Labor Relations . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
3.23. Full Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
3.24. Date of Representations and Warranties. . . . . . . . . . . . . . . . . 15

ARTICLE IV. REPRESENTATIONS AND WARRANTIES OF PURCHASER . . . . . . . . . . . . . . 16
4.1. Corporate Organization . . . . . . . . . . . . . . . . . . . . . . . . 16
4.2. Authorization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
4.3. No Violation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
4.4. Consent and Approvals of Governmental Authorities . . . . . . . . . . . 16
4.5. Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
4.6. Brokers and Finders . . . . . . . . . . . . . . . . . . . . . . . . . . 17
4.7. Representations of Sellers; Current Net
Assets Statement . . . . . . . . . . . . . . . . . . . . . . . . . . 17
4.8. Full Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

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ARTICLE V. COVENANTS AND AGREEMENTS OF THE PARTIES . . . . . . . . . . . . . . . . 17
5.1. Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
5.2. Instruments of Conveyance and Assumption . . . . . . . . . . . . . . . 17
5.3. Noncompetition . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

ARTICLE VI. EMPLOYEE MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
6.1. Covered Employees; Prior Service . . . . . . . . . . . . . . . . . . . 19
6.2. Benefits and Prior Service Credit . . . . . . . . . . . . . . . . . . . 19
6.3. Vacation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
6.4. Severance Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
6.5. Specific Benefit Plan Agreements . . . . . . . . . . . . . . . . . . . 20
6.6. Plans Subject to Collective Bargaining Agreements . . . . . . . . . . . 22
6.7. Acknowledgement . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
6.8. Worker Adjustment and Retraining Notification Act . . . . . . . . . . . 22
6.9. Certain Limitations on Purchaser's Obligations . . . . . . . . . . . . 23

ARTICLE VII. DELIVERIES AT CLOSING . . . . . . . . . . . . . . . . . . . . . . . . . 23
7.1. Documents to be Delivered by Sellers . . . . . . . . . . . . . . . . . 23
7.2. Documents to be Delivered by Purchaser. . . . . . . . . . . . . . . . . 23
7.3 Agreements to be Executed by the Parties. . . . . . . . . . . . . . . . 23

ARTICLE VIII. SURVIVAL, INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . . . 24
8.1. Survival of Representations and Warranties . . . . . . . . . . . . . . 24
8.2. Indemnification. . . . . . . . . . . . . . . . . . . . . . . . . . . 24
8.3 Exclusivity. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26

ARTICLE IX. MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
9.1. Public Announcements; Notices . . . . . . . . . . . . . . . . . . . . . 26
9.2. Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
9.3. Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
9.4. Binding Effect; No Assignment; No Third Party Beneficiary . . . . . . . 27
9.5. Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
9.6. Waivers and Amendments; Non-Contractual Remedies; Preservation of
Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
9.7 Change of Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
9.8 Knowledge. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29

EXHIBITS

Exhibit A Form of Sales, Marketing and Services
Agreement
Exhibit B 1994 Net Assets Statement and
Current Net Assets Statement
Exhibit C General Assignment and Xxxx of Sale
Exhibit D Assumption Agreement
Exhibit E Opinion of Xxxx X. Xxxx,
Counsel of New Valley
Exhibit F Officers' Certificate of Sellers
Exhibit G Opinion of Legal Officer
Exhibit H Officer's Certificate of Purchaser

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SCHEDULES

Schedule 3.7(a) Intellectual Property
Schedule 3.7(b) Intellectual Property Agreements
Schedule 3.7(c) Intellectual Property -- Claims
Schedule 3.11 Benefit Plans
Schedule 3.16 Conduct of Business
Schedule 3.17 Litigation
Schedule 3.20 Material Contracts
Schedule 6.1 Covered Employees

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ASSET PURCHASE AGREEMENT (this "Agreement") dated as of September 30,
1995 among NEW VALLEY CORPORATION, a New York corporation ("New Valley"),
WESTERN UNION DATA SERVICES COMPANY, INC., a Delaware corporation and a wholly
owned subsidiary of New Valley ("DSC", and together with New Valley, "Sellers"),
and FIRST FINANCIAL MANAGEMENT CORPORATION, a Georgia corporation ("Purchaser").

RECITALS:

WHEREAS, New Valley owns all of the issued and outstanding shares of
capital stock of DSC;

WHEREAS, DSC owns substantially all of the assets related to and is
engaged in the business of providing messaging services to individuals and high
volume commercial users including, without limitation, Mailgram, Telegram,
Cablegram, Priority Letter, Action Hotline, Automated Voice Telegram, Commercial
Telegram, Custom Letter, and Opiniongram, and New Valley owns or leases certain
assets used therein (the "Messaging Business");

WHEREAS, New Valley and Purchaser entered into a Trademark Agreement
(the "Trademark Agreement") dated as of November 15, 1994, which was one of the
agreements entered into in connection with the sale by New Valley to Purchaser
of all the stock of Western Union Financial Services, Inc. ("FSI") pursuant to
that certain Purchase Agreement dated as of October 20, 1994 between New Valley
and Purchaser, as amended (the "1994 Purchase Agreement"), which provided in
Section 11 thereof (l) for the contribution of the Messaging Business to DSC,
(2) for DSC to conduct the Messaging Business in the ordinary course of
business, subject to certain restrictions set forth therein and (3) the right of
Purchaser to cause New Valley to sell the capital stock of DSC for $20 million
and the right of New Valley to cause Purchaser to purchase the capital stock of
DSC for $20 million (such proposed purchase and sale of the capital stock of DSC
being referred to herein as the "Proposed Option Sale");

WHEREAS, Purchaser is familiar with DSC, its assets and liabilities and
the Messaging Business as conducted by DSC (i) from and after November 15,
1994, through its provision of services to DSC and New Valley under the Related
Agreements (as defined in the 1994 Purchase Agreement) and (ii) prior to
November 15, 1994, from the fact that the Messaging Business was operated by
former executive officers of New Valley, certain of which executive officers
became employees of Purchaser and/or FSI, as the case may be, in connection with
the transactions contemplated by the 1994 Purchase Agreement;

WHEREAS, Sellers desire to sell and transfer, and Purchaser desires to
purchase and acquire, all of the assets of DSC and the assets of New Valley used
in connection with the Messaging Business, to the extent specified in Section
1.1, all with the intention that the Acquisition (as defined in Section 1.5)
have substantially the same effect as if Purchaser and New Valley had
consummated the Proposed Option Sale (assuming such assets of New Valley had
been transferred to DSC prior to the Closing (as defined below));

WHEREAS, Sellers desire to transfer to Purchaser, and Purchaser has
agreed to assume, all of the liabilities of DSC, the liabilities of New Valley
relating to the Messaging Business or relating to the assets transferred to
Purchaser hereunder, to the extent specified in Section 1.5, all with the
intention that Acquisition have substantially the same effect as if Purchaser
and New Valley had consummated the Proposed Option Sale (assuming such
liabilities of New Valley had been transferred to DSC prior to the Closing);

WHEREAS, in conjunction with this Agreement, Purchaser, Seller, and FSI
have entered into an agreement dated as of the date hereof, (the "Release and
Termination Agreement"), which, among other things, provides for (i) the
termination of the Ancillary Agreements (as defined in the Release and
Termination Agreement), (ii) the settlement of certain purchase price
adjustments with respect to the Audited Pro Forma Balance Sheet under the 1994
Purchase Agreement and (iii) the release from escrow of certain monies under the
Escrow Agreement (as defined in the 1994 Purchase Agreement); and

WHEREAS, Purchaser and Sellers have received regulatory clearance for
the consummation of the Acquisition with respect to the Xxxx-Xxxxx-Xxxxxx
Antitrust Improvements Act of 1976, as amended.

NOW, THEREFORE, in consideration of the respective premises, mutual
covenants and agreements of the parties hereto, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:

ARTICLE I. PURCHASE AND SALE OF ASSETS AND ASSUMPTION OF LIABILITIES.

1.1. PURCHASE OF ASSETS. Upon the terms and subject to the
conditions of this Agreement, on October 31, 1995 (the "Closing Date"), Sellers
shall sell and transfer to Purchaser, or its designated affiliates (any
references herein to Purchaser being deemed to include such designated
affiliates unless the context indicates otherwise), and Purchaser shall purchase
and acquire from Sellers (1) all of the assets, rights and properties of
whatever nature owned, leased or held by DSC; (2) the trademarks, tradenames,
trade dress, purchase orders, licenses,

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contracts, books and records and leases owned or held by New Valley that
are used in or related to the Messaging Business; and (3) without duplication,
the assets currently used in the Messaging Business listed on Schedules 1.2 and
1.3 of the 1994 Purchase Agreement (the assets described in clauses (1), (2) and
(3) being referred to herein as the "Assets"), in each case free and clear of
any lien, encumbrance, claim, security interest, mortgage, pledge, charge,
license, option, judgment, order, decree, or interest, in each case, of any kind
or nature (collectively, "Liens"), other than Permitted Liens (as defined in
Section 3.14). The assets of New Valley described in clause (2) above
constitute the only types of assets owned or held by it that are used in and
material to the Messaging Business. The consummation of the Acquisition on the
Closing Date is referred to herein as the "Closing".

1.2. EXCLUDED ASSETS. Notwithstanding any provision
hereof, all books and records with respect to the Messaging Business that
Sellers are required to retain pursuant to any statute, rule, regulation or
ordinance, and general books of account, books of original entry and other books
and records relating to the foregoing (the "Excluded Assets") shall be retained
by Sellers and shall not be transferred to Purchaser, provided that copies
thereof shall be provided to Purchaser upon request.

1.3. OTHER AGREEMENTS. The Mailgram Agreement, as amended,
between the United States Postal Service and DSC, as assignee of New Valley,
formerly known as The Western Union Telegraph Company, dated January 3, 1976 and
the FCC Section 214 Authorization held by DSC relating to, among other things,
the Cablegram service (the license and agreement described in this Section 1.3
being referred to herein as the "Other Agreements") shall be retained by DSC in
accordance with the terms and conditions of a separate agreement, in the form of
Exhibit A (the "Sales, Marketing and Services Agreement") to be entered into by
and between DSC and Purchaser on the Closing Date, unless otherwise agreed by
the parties.

1.4. DEFERRED ASSETS; CONSENTS OF THIRD PARTIES. If, on the
Closing Date, Sellers have not obtained one or more authorizations, approvals or
consents required to transfer all of their right, title or interest in or to any
of the Assets, other than the Excluded Assets (a "Consent"), or if an attempt to
transfer any of the Assets would be ineffective or commercially impractical,
then such Assets shall constitute "Deferred Assets", and shall not be
transferred to Purchaser at the Closing; but thereafter (a) each of the parties
hereto will (i) continue to use all commercially reasonable efforts to obtain
all such Consents and/or to remove any other impediments to the transfer of each
Deferred Asset to Purchaser, and Sellers will transfer same to Purchaser as soon
as reasonably practicable after the receipt of each such Consent and/or removal
of such impediment and (ii) until such transfer is accomplished, the parties
hereto will cooperate in any lawful arrangement reasonably acceptable to

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New Valley and/or DSC, as appropriate, (including performance by New
Valley and/or DSC, as the case may be, as agent, after having received such
assurances and/or additional indemnities from Purchaser as the applicable Seller
may reasonably require) to provide Purchaser with the benefits of such Deferred
Asset and New Valley and/or DSC, as the case may be, will enforce, at the
request and for the account of Purchaser, any of their interests therein against
any other parties thereto (including the right to terminate any such Deferred
Asset in accordance with its terms); provided, however, that, notwithstanding
any other provision in this Agreement, (i) Sellers shall not incur any liability
to Purchaser as a result of any failure to so obtain any Consent or to transfer
any Deferred Asset to Purchaser as a result of the failure to so obtain a
Consent or if such transfer would be ineffective or commercially impractical
(notwithstanding Sellers' good faith efforts to do so) and (ii) the obligations
of Sellers under this Section 1.4 shall terminate 18 months following the
Cut-Off Date (as defined in Section 1.5(b)). Purchaser shall promptly reimburse
Sellers for any costs and expenses reasonably incurred (including, without
limitation, the cost of providing the services of any employee or affiliate of
New Valley or DSC requested by Purchaser), additional fees, damages and any and
all other costs, fees or other expenses incurred by Sellers in connection with
any action taken by them under this Section 1.4. The parties hereto shall
cooperate and act in good faith from and after the Closing to effect the
transfers and other actions specified in this Section 1.4. Notwithstanding any
provision hereof, Sellers shall execute such documents or instruments as
Purchaser may reasonably request to perfect Purchaser's title in and to the
Assets (including the Deferred Assets) transferred to Purchaser hereunder.

1.5. ASSUMPTION OF LIABILITIES. (a) Purchaser shall assume
all of the liabilities and obligations whether known or unknown, tangible or
intangible, contingent, fixed, liquidated or otherwise ("Liabilities") (i) of
DSC, (ii) of the Messaging Business, (iii) of New Valley, insofar as such
Liabilities arise out of or are related to the Messaging Business or the Assets
(including, without limitation, the XxXxxx Lease (as defined in Section 3.8) and
the Deferred Assets) and (iv) otherwise arising out of the Assets (including the
Deferred Assets) (collectively, the "Assumed Liabilities"), other than the
Excluded Liabilities (as defined in Section 1.5(b)). The purchase and sale of
the Assets (including the transfer of the Deferred Assets pursuant to Section
1.4) and the transfer and assumption of the Assumed Liabilities is sometimes
referred to herein as the "Acquisition"). Notwithstanding any provision hereof:

(b) Except as provided in Section 9.5, Purchaser
shall not assume any Liability for Federal, state, local or foreign taxes
relating to the Messaging Business or the Assets or assessed against or
payable by New Valley or DSC with respect to any period ending on or before
September 30, 1995 (the "Cut-Off Date"); provided, that any taxes relating to
the Messaging Business or the Assets (other than income or franchise taxes)

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that are imposed for a taxable period that includes the Cut-Off Date
shall be allocated pro rata per day between the period ending on the Cut-Off
Date and the period commencing after the Cut-Off Date, and Purchaser shall be
liable for such taxes allocable to the period commencing after the Cut-Off Date;
and

(c) Purchaser shall not assume any Liability which arises
out of or is due to the breach of any covenant, representation or warranty
made by Sellers in this Agreement to which Purchaser is entitled to
indemnification. The Liabilities described in clauses (a) and (b) hereof
(other than in the proviso of clause (a) above) shall be referred to herein as
the "Excluded Liabilities".

ARTICLE II. PURCHASE PRICE; CLOSING.

2.1. PURCHASE PRICE AND ADJUSTMENTS.

(a) At the Closing, in consideration of the transfer and sale
of the Assets by Sellers and the assumption of the Assumed Liabilities by
Purchaser, Purchaser shall pay to Sellers $20 million in cash (the "Purchase
Price"), subject to adjustment as provided in paragraph (b) below. The
Purchase Price shall be paid to Sellers by wire transfer of immediately
available funds, to such accounts as may be designated by New Valley.

(b) The Purchase Price shall be subject to adjustment as
follows:

(1) New Valley has caused FSI to prepare an unaudited
Statement of Net Assets of DSC as of November 1, 1994 (the "1994
Net Assets Statement").

(2) New Valley has caused FSI to prepare and deliver to New
Valley an unaudited Statement of Net Assets of DSC as of September
30, 1995 (the "Current Net Assets Statement"), which (i) has been
prepared using the historical accounting practices of New Valley,
(ii) other than with respect to the treatment of taxes, has been
prepared in accordance with generally accepted accounting
principles applied on a consistent basis ("GAAP") and (iii) fairly
presents the assets and liabilities of DSC at September 30, 1995.
The 1994 Net Assets Statement and the Current Net Assets Statement
are each set forth on Exhibit B.

(3) Because the excess of DSC's assets over its liabilities
as reflected on the Current Net Assets Statement is $2.46 million
less than the excess of DSC's assets over its liabilities as
reflected on the 1994 Net Assets Statement, the Purchase Price
payable at Closing shall be $17.54 million.

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2.2. CLOSING. The Closing shall take place at the offices
of Milbank, Tweed, Xxxxxx & XxXxxx, 0 Xxxxx Xxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx
00000 at 9:00 a.m. on October 31, 1995 or at such other time or place as the
parties may agree.

ARTICLE III. REPRESENTATIONS AND WARRANTIES OF SELLERS.

Sellers hereby represent, covenant and warrant to Purchaser as follows:

3.1. CORPORATE ORGANIZATION. New Valley is a corporation
duly organized and validly existing under the laws of the State of New York.
DSC is a corporation duly organized, validly existing and in good standing under
the laws of the State of Delaware and has full corporate power and authority to
carry on its business as it is now being conducted and to own the properties and
assets it now owns; and is duly qualified or licensed to do business as a
foreign corporation in good standing in every jurisdiction in which ownership of
property or the conduct of its business require such qualification, except
jurisdictions in which its failure to qualify to do business would not have a
material adverse effect on the business, prospects, operations, properties,
assets or financial condition of the Messaging Business (a "Material Adverse
Effect"). The certified copies of the Certificate of Incorporation and the
By-Laws of New Valley and DSC heretofore made available to Purchaser are
complete and correct copies of such instruments as are presently in effect.

3.2. CAPITAL STOCK OF DSC. All of the issued and
outstanding shares of capital stock of DSC are owned beneficially and of record
solely by New Valley.

3.3. SUBSIDIARIES AND AFFILIATES. DSC has no subsidiaries.
New Valley does not own, directly or indirectly, any capital stock or other
equity interest in any corporation or other entity which has any equity, debt or
similar interest in the Messaging Business.

3.4. AUTHORIZATION. Sellers have full corporate power and
authority to enter into this Agreement and to carry out the transactions
contemplated hereby. The Boards of Directors of Sellers, and New Valley as the
sole shareholder of DSC, have taken all necessary action to authorize the
execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby, and this Agreement is a legal, valid and
binding agreement of New Valley and DSC, enforceable in accordance with its
terms, except that (i) such enforcement may be subject to bankruptcy,
insolvency, reorganization, moratorium or other similar laws now or hereafter in
effect relating to creditors' rights, (ii) the remedy of specific performance
and injunctive and other forms of equitable relief may be subject to equitable
defenses and to the discretion of the court before which any proceeding therefor
may be brought, and (iii)

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enforceability of the indemnification provisions of this Agreement may
be subject to limitations of public policy under Federal or state laws.

3.5. FINANCIAL STATEMENTS. The Current Net Assets Statement
(i) has been prepared using the historical accounting practices of New Valley,
(ii) other than with respect to the treatment of taxes, has been prepared in
accordance with GAAP and (iii) fairly presents the assets and liabilities of DSC
at September 30, 1995.

3.6. ABSENCE OF CERTAIN CHANGES OR EVENTS. Except as set
forth in this Agreement (including the Schedules hereto):

(a) since November 15, 1994, the Messaging Business has
been conducted in the ordinary course consistent with the restrictions
contained in Section 11 of the Trademark Agreement (after giving effect to the
adjustments in Section 2.1) and there has not been:

(i) any material adverse change in the financial position or
results of operations of the Messaging Business or of DSC from that
reflected in the 1994 Net Assets Statement;

(ii) any material adverse change in the Messaging Business or
the assets or financial condition of DSC; or

(iii) any event or events that could, individually or in the
aggregate, be reasonably expected to have a Material Adverse
Effect; and

(b) since September 30, 1995, to New Valley's knowledge, no
event has occurred (whether by action of New Valley or DSC or otherwise) that
would cause the representations and warranties of Sellers contained in this
Article III, taken as a whole, to be untrue or inaccurate in any material
respect.

3.7. INTELLECTUAL PROPERTY.

(a) Schedule 3.7(a) sets forth all interests of Sellers in
all material trademarks, service marks and trade names, whether or not
registered and including all common law rights, all registrations therefor in
the United States and throughout the world and all attendant rights used (or,
as scheduled, intended to be used) in the Messaging Business ("Marks"). All
Marks and computer software owned or used by New Valley or DSC in, and that are
material to, the Messaging Business, as presently conducted by DSC, and all
applications for any of the foregoing (collectively, "Intellectual Property"),
have previously been, or are in the process of being, contributed to DSC.
Schedule 3.7(b), which has been prepared by Purchaser with Sellers' assistance,
contains a list of all licenses,

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sublicenses and other agreements ("Intellectual Property Agreements")
relating to the Intellectual Property.

(b) (i) Upon the Closing and after giving effect to
the transactions contemplated hereby, Purchaser (A) shall own, free
and clear of all Liens (other than restrictions contained in the
Intellectual Property Agreements and Permitted Liens, and assuming
that all required Consents have been obtained), all right, title
and interest in and to the Marks, and the goodwill relating
thereto, (B) shall receive or own all right, title and interest in
and to, or other non-proprietary rights to the use of, all other
Intellectual Property and the goodwill relating thereto, and (C) as
a result of the foregoing, shall receive or own or will be licensed
or otherwise have the right to use, all Intellectual Property
licensed by New Valley or DSC, in each case excepting Liens or
other impediments created by Purchaser or other actions required to
be taken by Purchaser to register or otherwise perfect its interest
in the Marks;

(ii) except as set forth in Schedule 3.7(c), to the
knowledge of Sellers, the use by Sellers of the Intellectual
Property does not infringe upon the rights of any third party
anywhere in the world, nor are there any infringing or diluting
uses of the Marks by any third party anywhere in the world;

(iii) Schedule 3.7(c) contains a list of all material
adverse claims, disputes, demands, proceedings, or litigation that
have been asserted or, to the knowledge of Sellers, threatened,
against New Valley or DSC, by any person anywhere in the world,
to the use, ownership or validity of the Marks and Sellers do not
know of any other valid basis for any such claims, disputes,
demands, proceedings, or litigation, the original files relating
to which have been previously delivered to Purchaser by New
Valley; and

(iv) except for the Intellectual Property Agreements,
to the knowledge of Sellers, there is no outstanding order, decree,
stipulation, written restriction, undertaking, administrative or
judicial decision or judgment, or any other kind of agreement,
against New Valley or DSC or to which either of them is a party,
materially limiting or restricting the use or licensing of the
Marks or declaring any abandonment thereof anywhere in the world.

(c) Notwithstanding any provision of this Agreement,
Sellers shall not have any Liability to Purchaser under this Section 3.7 or
otherwise with respect to the Intellectual Property or Intellectual Property
Agreements, and Purchaser shall not be entitled to any indemnification for any

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Loss relating to the foregoing, except where such Loss
arose out of actions taken or not taken, as the case may
be, by Sellers during the period commencing on November
15, 1994 and ending on the Closing Date.

3.8. LEASES OF REAL PROPERTY. To the
knowledge of Sellers, the Lease dated August 25, 1987, as
amended by the First Amendment dated March 10, 1988 and
the Second Amendment dated December 31, 1991 between New
Valley and Westgate, a Virginia Limited Partnership,
relating to premises at McLean, Virginia (the "McLean
Lease"), other than the sublease with Purchaser for the
Paramus office space, is the only real property lease
pursuant to which New Valley or DSC leases real property
used in connection with the Messaging Business or to which
DSC is a party. The McLean Lease is in full force and
effect and constitutes a valid and binding obligation of
New Valley and, to Sellers' knowledge, the other party
thereto; and (b) at the Closing Date, there will be no
default under the McLean Lease by New Valley, or, to
Sellers' knowledge, the other party thereto. To Sellers'
knowledge, no event has occurred which (whether with or
without notice, lapse of time or the happening or
occurrence of any other event) would constitute a default
under such lease entitling either party to terminate the
McLean Lease, and, assuming all required Consents have
been obtained, the continuation, validity and
effectiveness of the McLean Lease under the current terms
thereof will in no way be affected, altered or impaired by
the consummation of the Acquisition. A true and complete
copy of the McLean Lease, including all amendments
thereto, has been made available to Purchaser. DSC does
not now own, and has not owned since November 15, 1994,
any real property, and New Valley does not own any real
property used in the Messaging Business.

3.9. TAXES. As used in this
Agreement, "taxes" or "tax liability" means all taxes
(including but not limited to income taxes, excise taxes,
sales taxes, gross receipts or any other taxes), including
applicable interest, additions to tax and penalties.
Sellers hereby represent and warrant that:

(a) DSC has filed all required
material tax returns, and has paid all material taxes
shown thereon as owing.

(b) DSC has withheld and paid all
material taxes required to have been withheld and paid in
connection with amounts paid or owing to any employee,
independent contractor, creditor, stockholder, or other
third party.

(c) Neither New Valley nor any
current director, officer, or employee responsible for tax
matters of New Valley or DSC is aware of any proposed tax
assessment by any tax authority for additional taxes of
DSC for any period for which tax returns have been filed,
and there is no currently pending proposed assessment
relating to the Messaging Business concerning any tax
liability of New Valley's affiliated group or DSC of which
such persons have knowledge.

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(d) DSC has not been a member of an
affiliated group filing a consolidated federal income tax
return, or any consolidated or combined or unitary group
filing a state tax return, other than a group the common
parent of which is New Valley.

(e) New Valley has on behalf of its
affiliated group, including DSC, filed all material
required tax returns for any period during which DSC has
been a member of the group, and has paid all material
taxes shown thereon as owing. Such returns are correct
and complete in all material respects insofar as they
relate to DSC, the Assets or the Messaging Business.

3.10. INSURANCE. Assuming the full performance
by FSI of its obligations under Section 6(F) of the
Services Agreement dated as of November 15, 1994, by and
among FSI, New Valley and DSC, to the knowledge of
Sellers, all material policies of fire, liability,
workmen's compensation and other forms of insurance owned
or held by DSC relating to the Messaging Business are in
full force and effect, all remiums with respect thereto
covering all periods up to and including the date of this
Agreement have been paid, and no notice of cancellation or
termination has been received with respect to any such
policy.

3.11. BENEFIT PLANS. (a) Schedule 3.11
contains a true and complete list of New Valley's and
DSC's "employee benefit plans" within the meaning of
Section 3(3) of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA") and all stock option,
deferred compensation, incentive and similar plans (i) of
DSC and (ii) of New Valley, insofar as such plans relate
to the Messaging Business or individuals employed thereby
on September 30, 1995 (collectively, the "Benefit Plans").
Each Benefit Plan is in writing, and New Valley has
previously made available to Purchaser a true and correct
copy of each Benefit Plan, together with a true and
complete copy of the relevant trust instruments, the most
recently filed Internal Revenue Service ("IRS") Form 5500
and the most recently received IRS determination letter.
No Benefit Plan subject to Title IV of ERISA has been
terminated and no proceeding has been initiated to
terminate any Benefit Plan with respect to which Purchaser
would be expected to incur any liability, direct or
indirect, contingent or otherwise, under Title IV of
ERISA. To the knowledge of Sellers, no action or claims
(other than routine claims for benefits made in the
ordinary course of administration of the Benefit Plans)
are pending, threatened or imminent against or with
respect to any Benefit Plan, or any sponsor or fiduciary
(as defined in Section 3(21) of ERISA) of any Benefit
Plan. Neither New Valley nor DSC has engaged in a
transaction described in Section 4069 of ERISA. Neither
New Valley, DSC nor any Benefit Plan has engaged in any
prohibited transaction (as defined in Section 406 or 407
of ERISA or Section 4975 of the Internal Revenue Code, as
amended (the "Code")) for which a statutory exemption is
not available. No Benefit Plan under which New Valley or
DSC has any liability or other obligation is or was a
"multiple employer plan" within the meaning of Section
413(c) of

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the Code, or a "multiemployer plan" as defined in Section
3(37) of ERISA.

(b) Each Benefit Plan which is
intended to qualify under Section 401(a) of the Code has
been determined to be so qualified by the IRS, and nothing
has occurred since the date of the last such determination
which has resulted or is likely to result in the
revocation of such determination. Each Benefit Plan has
been operated and administered in all material respects in
accordance with its respective terms and applicable law.

3.12. CONSENTS AND APPROVALS OF GOVERNMENTAL
AUTHORITIES. To the knowledge of Sellers, except for the
Other Agreements and non-material government contracts, no
material consent, approval or authorization of, or
declaration, filing or registration with, any governmental
or regulatory authority is required in connection with the
execution, delivery and performance by Sellers of this
Agreement or the consummation of the transactions
contemplated hereby (other than such consents, approvals
authorizations, declarations, filings or registrations
that are required as a result of the legal or regulatory
status of Purchaser or any of its affiliates).

3.13. NO VIOLATION. To the knowledge of
Sellers, neither the execution and delivery by Sellers of
this Agreement nor the consummation by Sellers of the
transactions contemplated hereby will violate any
provision of the certificate of incorporation or by-laws
of New Valley or DSC, or violate, or be in conflict with,
or constitute a default under, or cause the acceleration
of the maturity of any debt or obligation pursuant to, or
result in the creation or imposition of any Lien, other
than Permitted Liens, or adverse interest of any kind or
nature whatsoever on the Assets pursuant to any agreement
or commitment to which the Sellers are bound or any of the
Assets are subject, or violate any statute or law or any
judgment, decree, order, regulation or rule of any court
or governmental authority, except for (i) any Consents
required to be obtained in connection with the Deferred
Assets and (ii) such violations, conflicts, defaults or
other events as would not individually or in the aggregate
have a Material Adverse Effect (other than such
violations, defaults or other events that would occur as a
result of the legal or regulatory status of Purchaser or
any of its affiliates).

3.14. GOOD TITLE CONVEYED, ETC. At the Closing
Date, Sellers will transfer to Purchaser good and valid
title to the Assets owned by Sellers free and clear of all
Liens, other than (i) Permitted Liens, (ii) Liens known to
Purchaser or any of its affiliates or (iii) the
Intellectual Property Agreements. The instruments to be
executed and delivered to Purchaser by the Sellers at the
Closing will be legal, valid and binding obligations of
the Sellers, enforceable in accordance with their terms,
subject as to enforcement to bankruptcy, insolvency,
reorganization and other laws of general applicability
relating

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to or affecting creditors' rights and to general equity
principles and will effectively vest in Purchaser good and
valid title to the Assets (other than with respect to the
Excluded Assets, the Other Agreements and the Deferred
Assets, but only to the extent specified in Article I)
free and clear of all Liens, other than Permitted Liens.
As used in this Agreement, "Permitted Lien" shall mean (i)
any Lien for taxes not yet due or delinquent, (ii) any
statutory Lien arising in the ordinary course of business
by operation of law with respect to a Liability that is
not yet due or delinquent, (iii) any minor imperfection of
title or similar Lien which individually or in the
aggregate with other such Liens could not reasonably be
expected to have a Material Adverse Effect and (iv) any
Liens created by Purchaser or any affiliate thereof.

3.15. GOVERNMENT LICENSES, PERMITS AND RELATED
AUTHORIZATIONS. To the knowledge of Sellers, DSC has all
licenses, permits, consents, approvals, authorizations,
qualifications and orders (collectively, "Authorizations")
of any applicable Federal, state and local United States
and foreign governmental agencies and authorities
("Governmental Agencies") necessary to enable DSC to
conduct the Messaging Business as presently conducted,
except where the failure to have any such Authorization
would not, individually or in the aggregate, have a
Material Adverse Effect, and all such Authorizations are
valid and in full force and effect.

3.16. CONDUCT OF BUSINESS. In reliance upon
the representations, warranties and covenants of Purchaser
and FSI in the Related Agreements relating to the conduct
of the Messaging Business, the Messaging Business is, and
since November 15, 1994 has been, except as set forth in
Schedule 3.16, operated and maintained in compliance with
each applicable law, regulation, ordinance and code
promulgated by any Governmental Agency and the
restrictions on the operation of the Messaging Business
specified in Section 11 of the Trademark Agreement, except
for those instances of noncompliance which would not,
individually or in the aggregate, have a Material Adverse
Effect. Except as set forth in the adjustments to the
Current Net Assets Statement or where any such monies were
transferred with the actual knowledge and consent of
Purchaser, since the Cut-Off Date, no cash receipts of the
Messaging Business have been removed by or paid to New
Valley or any of its affiliates from any bank account
relating to the Messaging Business.

3.17. LITIGATION. Except as set forth in
Schedule 3.17, to the knowledge of Sellers, no action,
suit, proceeding or investigation is pending or threatened
against New Valley and/or DSC relating to or affecting the
Messaging Business except (i) for any actions, suits,
proceedings or investigations that individually or in the
aggregate, would not reasonably be expected to have a
Material Adverse Effect or (ii) which could reasonably be
expected to result in the issuance of any judgment,
decree, injunction or similar order (whether preliminary
or final) of a governmental or regulatory authority
restraining,

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enjoining or otherwise prohibiting or making illegal the
execution, delivery and performance of this Agreement and
the transactions contemplated hereby.

3.18. ENVIRONMENTAL MATTERS.

(a) The Messaging Business, the
Assets and all other properties owned, leased, used or
operated by DSC in the Messaging Business have been
operated in compliance in all material respects with all
applicable environmental laws except where the failure to
do so would not, individually or in the aggregate, have a
Material Adverse Effect.

(b) DSC has obtained, maintained
and complied with all permits, licenses, approvals and
other authorizations which are required for the operation
of the Messaging Business pursuant to applicable
environmental laws, except where the failure to do so
would not, individually or in the aggregate, have a
Material Adverse Effect, and has maintained all material
records and made all material filings required by
applicable environmental laws.

(c) To the knowledge of Sellers,
Sellers have not received any notice of any pending or
threatened investigation, proceeding or claim relating to
the Messaging Business or the Assets to the effect that
either of them is or may be liable to any person, or
responsible or potentially responsible for the costs of
any remedial or removal action or other cleanup costs, as
a result of noncompliance with any applicable
environmental laws or arising out of the presence,
generation, storage, treatment or disposal of hazardous
substances, solid or hazardous wastes, petroleum or toxic
materials, including liability under the Comprehensive
Environmental Response, Compensation and Liability Act, as
amended, or any similar state superfund law.

(d) The performance by Sellers
hereunder does not require compliance with, and/or is
exempt from the requirements of any state superfund or
other environmental law relating to the transfer of real
property or leasehold interest, or disclosure of actual or
potential environmental liabilities.

3.19. NO UNDISCLOSED LIABILITIES. Except (i)
as otherwise disclosed in (x) this Agreement (including
any Exhibit or Schedule hereto) or (y) the Current Net
Assets Statement, (ii) for any Liabilities of the
Messaging Business that were not recorded on the 1994 Net
Assets Statement but were incurred on or prior to November
1, 1994 and (x) of which Sellers do not have knowledge or
(y) are not material and (iii) for Liabilities incurred in
the ordinary and usual course of the Messaging Business
since November 1, 1994 not required to be recorded on the
Current Net Assets Statement under GAAP, Sellers have no
knowledge of any material Liability relating to or arising
in connection with the Messaging Business or the Assets
(including the Deferred Assets).

3.20. CONTRACTS.

(a) Except as disclosed in Schedule
3.20, all material contracts to which New Valley or DSC
(or any division of New Valley) is a party relating to the
Messaging Business or the Assets (each a "Material
Agreement") are legally valid and binding, except to the
extent specified in clauses (i) through (iii) of Section
3.4 or where the invalidity or nonbinding nature of any
Material Agreement would not have a Material Adverse
Effect; and neither New Valley nor DSC, nor, to Sellers'
knowledge, any other party thereto, is in default in the
performance of any of its obligations under any Material
Agreement, except for defaults which would not,
individually or in the aggregate, have a Material Adverse
Effect. Sellers have delivered to Purchaser a list
containing certain material contracts, purchase orders,
revenue sources, accounts payable and other agreements of
the Messaging Business that are being transferred to
Purchaser hereunder. To the knowledge of Sellers, no
event has occurred which (whether with or without notice,
lapse of time or the happening or occurrence of any other
event) would constitute a default by New Valley, DSC or
the other parties thereto, under any Material Agreement
entitling the non-defaulting party to terminate any such
Material Agreement, and, assuming that the required
Consents are obtained, the continuation, validity and
effectiveness of all such Material Agreements under the
current terms thereof will in no way be affected, altered
or impaired by the consummation of the Acquisition.

(b) No Material Contract is an (i)
agreement which provides for the provision of management
or similar services by or to the Messaging Business
(except for the Sales, Marketing and Services Agreement),
(ii) agreement which restricts the Messaging Business or
any party contracting therewith from entering into any
line of business or which contains geographic restrictions
on the ability to conduct business activities, (iii)
agreement with a governmental authority outside of the
ordinary course of business, (iv) agreement, other than
the Related Agreements, between DSC or New Valley (or any
of their affiliates), on the one hand, and the Messaging
Business on the other hand or (v) agreement with any
broker, distributor, dealer or with respect to any
franchise or agency relationship outside of the ordinary
course of business.

(c) Since November 15, 1994, neither
New Valley nor DSC has entered into any contract,
agreement or commitment relating to the Messaging Business
that would be prohibited under the terms of Section 11 of
the Trademark Agreement.

3.21. BROKERS AND FINDERS. None of New Valley,
DSC, or any of their officers, directors or employees has
employed any broker or finder or incurred any liability
for any brokerage fees, commissions or finders' fees in
connection with the transactions contemplated by this
Agreement.

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3.22. LABOR RELATIONS. (a) Each of New
Valley (relating solely to its conduct of the Messaging
Business) and DSC is in compliance in all material
respects with all applicable laws respecting employment
and employment practices, terms and conditions of
employment and wages and hours with respect to the
Messaging Business, except for such noncompliance as would
not individually or in the aggregate have a Material
Adverse Effect; (b) as of the date hereof, there are no
charges, known investigations, administrative proceedings
or formal complaints of discrimination pending or, to
Sellers' knowledge, threatened before the Equal Employment
Opportunity Commission or any other Governmental Agency
against New Valley or DSC in connection with the Messaging
Business; (c) there have been no governmental audits of
the equal employment opportunity practices of DSC or New
Valley relating to the Messaging Business; (d) as of the
date hereof, there is no unfair labor practice complaint
or charge against or involving New Valley (relating solely
to its conduct of the Messaging Business) or DSC, or to
Sellers' knowledge, threatened before the National Labor
Relations Board or any other Governmental Agency in
respect of the Messaging Business; (e) there is no ongoing
(and since November 15, 1994 has not been any) material
labor strike, dispute, organizing effort, slow down,
stoppage or other concerted labor difficulty pending,
involving or threatened against or affecting the Messaging
Business which resulted in a Material Adverse Effect, and
(f) no "representation" question exists (or has existed
since November 15, 1994) respecting employees of the
Messaging Business. Certain employees of the Messaging
Business are covered by the Communications Workers of
America Collective Bargaining Agreement, a copy of which
has been delivered to Purchaser.

3.23. FULL DISCLOSURE.

(a) Except as specifically disclosed
in this Agreement (including any Schedule or Exhibit
hereto), Sellers are not aware of any facts pertaining to
the Messaging Business which could, individually or in the
aggregate, have a Material Adverse Effect, or that could
be expected to impair the ability of Sellers to perform
this Agreement and the transactions contemplated hereby.

(b) To the knowledge of Sellers, no
representation or warranty of Sellers in this Agreement,
nor any financial or other written statement (considered
together with all other financial or other written
statements) or certificate furnished or to be furnished to
Purchaser pursuant to this Agreement, or in connection
with the transactions contemplated by this Agreement,
contains any untrue statement of a material fact, or omits
to state a material fact necessary to make the statements
contained herein or therein not misleading.

3.24. DATE OF REPRESENTATIONS AND
WARRANTIES. Each of the representations and warranties of
Sellers contained in this Article III is given as of the
Cut-Off Date, other than the representations and
warranties contained in Section 3.1, 3.2,

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3.3, 3.4 and 3.6(b), each of which is given as of the
Closing Date.

ARTICLE IV. REPRESENTATIONS AND WARRANTIES OF PURCHASER.

Purchaser represents and warrants to Sellers as follows:

4.1. CORPORATE ORGANIZATION.
Purchaser is a corporation duly organized, validly
existing and in good standing under the laws of the state
of Georgia.

4.2. AUTHORIZATION. Purchaser has
full corporate power and authority to enter into this
Agreement and to carry out the transactions contemplated
hereby. Purchaser has taken all necessary action to
authorize the execution and delivery of this Agreement and
the transactions contemplated hereby, and this Agreement
is a legal, valid and binding agreement of Purchaser
enforceable in accordance with its terms except that (i)
such enforcement may be subject to bankruptcy, insolvency,
reorganization, moratorium or other similar laws now or
hereafter in effect relating to creditors' rights, (ii)
the remedy of specific performance and injunctive and
other forms of equitable relief may be subject to
equitable defenses and to the discretion of the court
before which any proceeding therefor may be brought, and
(iii) enforceability of the indemnification provisions of
this Agreement may be subject to limitations of public
policy under Federal and state securities laws.

4.3. NO VIOLATION. Neither the
execution and delivery of this Agreement nor the
consummation of the transactions contemplated hereby will
violate any provisions of the certificate of incorporation
or by-laws of Purchaser, or violate, or be in conflict
with, or constitute a default under, or cause the
acceleration of the maturity of any debt or obligation
pursuant to, any agreement or commitment to which
Purchaser is a party or by which Purchaser is bound, or
violate any statute or law or any judgment, decree, order,
regulation or rule of any court or governmental authority,
except for such violations, conflicts or defaults as would
not have a material adverse effect on the ability of
Purchaser to consummate the transactions contemplated by
this Agreement.

4.4. CONSENT AND APPROVALS OF
GOVERNMENTAL AUTHORITIES. No consent, approval or
authorization of, or declaration, filing or registration
with, any Governmental Agency is required in connection
with the execution, delivery and performance of this
Agreement or the consummation of the transactions
contemplated hereby.

4.5. LITIGATION. No action, suit,
proceeding or investigation is pending or, to the
knowledge of Purchaser, threatened, against, relating to
or affecting Purchaser or any of its assets or properties
which could reasonably be expected to result in the
issuance of any judgment, decree, injunction or

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similar order (whether preliminary or final) of a
governmental or regulatory authority restraining,
enjoining or otherwise prohibiting or making illegal the
execution, delivery and performance of this Agreement and
the transactions contemplated hereby.

4.6. BROKERS AND FINDERS. Neither
Purchaser nor any of its officers, directors or employees
has employed any broker or finder or incurred any
liability for any brokerage fees, commissions or finders'
fees in connection with the transactions contemplated by
this Agreement.

4.7. REPRESENTATIONS OF SELLERS;
CURRENT NET ASSETS STATEMENT. Purchaser is not aware of
any facts or circumstances that would (i) render untrue or
inaccurate in any material respect any representation or
warranty of Sellers contained in Article III (other than
in Sections 3.1, 3.2, 3.3, 3.4, 3.14, 3.21, and 3.23),
including all information scheduled in connection
therewith or (ii) indicate that, assuming the accuracy of
Sellers' representation in Section 3.19, the financial
information contained in the Current Net Assets Statement
does not fairly present the assets and liabilities of DSC
at September 30, 1995.

4.8. FULL DISCLOSURE. To the
knowledge of Purchaser and FSI, no representation or
warranty of Purchaser in this Agreement, nor any financial
or other written statement (considered together with all
other financial or other written statements) or
certificate furnished or to be furnished to Sellers
pursuant to this Agreement, contains any untrue statement
of a material fact, or omits to state a material fact
necessary to make the statements contained herein or
therein not misleading.

ARTICLE V. COVENANTS AND AGREEMENTS OF THE PARTIES.

5.1. CONFIDENTIALITY. Each party
hereto will hold all information described as
"confidential information" in the Letter Agreement dated
June 30, 1994 between New Valley and Purchaser
confidential in accordance with the terms thereof which
agreement shall remain in full force and effect after the
Closing as provided therein.

5.2 INSTRUMENTS OF CONVEYANCE AND ASSUMPTION.

(a) At the Closing (i) Sellers shall
execute and deliver to Purchaser the General Assignment
and Xxxx of Sale attached as Exhibit C (the "Xxxx of
Sale"), pursuant to which Sellers will transfer the Assets
to Purchaser and (ii) Purchaser shall execute and deliver
to Sellers the Assumption Agreement attached as Exhibit D
(the "Instrument of Assumption"), pursuant to which
Purchaser will assume all of the Assumed Liabilities.

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(b) Following the Closing (i) Seller
shall execute such other documents and instruments as
Purchaser may reasonably request to vest in Purchaser good
and valid title, free and clear of all Liens, other than
Permitted Liens, to the Assets, including the Deferred
Assets, and all interests owned, licensed or otherwise
held by Sellers directly or indirectly in such Assets or
the Marks and (ii) Purchaser shall execute such other
documents and instruments as Sellers may reasonably
request to effectively assume all Liabilities relating to
or arising from the Deferred Assets transferred to
Purchaser pursuant to Section 1.4.

5.3. NONCOMPETITION.

(a) From and after the Closing Date
until October 31, 1997 (the "Restricted Period"), New
Valley (and any subsidiary or affiliate of New Valley,
including DSC) shall not engage, directly or indirectly,
in the Messaging Business (as such business is conducted
on the Cut-Off Date) anywhere in the world or, directly or
indirectly, own an interest in, manage, operate, join,
control, or participate in or be connected with, as a
partner, stockholder or otherwise, any natural person or
entity that competes with the Messaging Business (as
conducted on the Cut-Off Date); provided, however, that
for the purposes of this Section 5.3, ownership of
securities having no more than 5% of the outstanding
voting power of any such competitor, which are listed on
any national securities exchange or traded in the national
over-the-counter market (National Association of
Securities Dealers' National Market System) shall not be
deemed to be a violation of this Section 5.3, so long as
New Valley has no other material relationship with such
competitor; and provided, further, that (i) such 5%
threshold shall not be deemed to apply to any securities
owned by (x) Ladenburg, Xxxxxxxx & Co., Inc., an affiliate
of New Valley ("Ladenburg"), in the ordinary course of
business consistent with past practice, and (y) customers
or clients of Ladenburg that are not affiliates of Sellers
and (ii) the prohibitions of this Section 5.3(a) shall not
apply to customary investment banking activities of
Ladenburg provided on an arms'-length basis in the
ordinary course of business consistent with past practice,
in each case so long as it does not control the issuer of
such securities or such customers or clients.
Notwithstanding any provision of this Agreement, nothing
contained in this Section 5.3 shall be deemed to prohibit
Sellers or any affiliate of either of them from owning or
acquiring any interest in a commercial bank or savings
institution that, on an arms'-length basis and in the
ordinary course of its business and, lends money or
provides other banking services to any entity involved in
the Messaging Business (as conducted on the Cut-Off Date),
so long as such commercial bank or savings institution, as
the case may be, does not control such entity.

(b) As a separate and independent
covenant, New Valley agrees with Purchaser that, during
the Restricted Period, New Valley (and any subsidiary or
affiliate controlled by New

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Valley) will not in any way, directly or indirectly, for
the purpose of conducting or engaging in the Messaging
Business, call upon, solicit, advise or otherwise do, or
attempt to do, business with any customers of the
Messaging Business with whom New Valley (or any subsidiary
or affiliate thereof controlled by New Valley) had any
dealings prior to the Cut-Off Date, or take away or
interfere or attempt to interfere with any custom, trade,
business or patronage of the Messaging Business.

(c) At the Closing, New Valley and
Purchaser shall enter into a side letter providing for
certain modifications of Section 5.6 of the 1994 Purchase
Agreement (the "Side Letter").

ARTICLE VI. EMPLOYEE MATTERS.

6.1 COVERED EMPLOYEES; PRIOR SERVICE.

(a) On the Closing Date, Purchaser,
or an affiliate controlled by Purchaser, shall offer
employment, effective as of October 1, 1995 (the "Transfer
Date"), to all individuals named in Schedule 6.1 (such
employees listed therein being referred to herein as
"Covered Employees"), which Schedule shall be prepared by
Purchaser (with the assistance of Sellers if needed). Any
such offer of employment shall carry cash compensation
substantially the same as the cash compensation to which
such employees were entitled immediately prior to the
Transfer Date.

(b) There are no employment,
severance or similar agreements or arrangements covering
or otherwise relating to any Covered Employee.

6.2. BENEFITS AND PRIOR SERVICE
CREDIT. Effective as of the Transfer Date, all Covered
Employees shall cease to participate in all Benefit Plans
and shall be immediately entitled to participate in
employee benefit and welfare plans established by
Purchaser or an affiliate of Purchaser, each of which,
other than the Western Union Financial Services Inc.
Retirement Savings Plan, shall be the same in all material
respects to the respective Benefit Plan under which they
were covered immediately prior to the Transfer Date.
Periods of employment with DSC or any affiliate of DSC
(including, without limitation, any predecessor in
interest of DSC or an affiliate of DSC), to the extent
recognized under Benefit Plans immediately prior to the
Transfer Date, shall be taken into account for purposes of
determining, as applicable, eligibility for participation,
eligibility for benefits, distributions and vesting of any
Covered Employee under Purchaser's employee benefit and
welfare plans.

6.3. VACATION. Without limiting the
generality of Purchaser's obligations under Section 6.2,
Purchaser shall establish a vacation pay plan covering all
Covered Employees, effective as of the Transfer Date,
which plan shall be the same

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in all material respects to the vacation pay plan covering
Covered Employees immediately prior to the Transfer Date.
Under such vacation pay plan, Purchaser shall recognize
any vacation accrued by Covered Employees under the
vacation pay plan that remained unused as of the Closing
Date.

6.4. SEVERANCE MATTERS.

(a) The employment by Purchaser or
an affiliate thereof of the Covered Employees effective as
of the Transfer Date shall not be considered a severance
of employment by Sellers.

(b) Purchaser shall indemnify and
hold harmless Sellers and their respective affiliates,
directors, officers, employees and other agents of New
Valley or DSC (collectively, "Seller Affiliates"), in
accordance with Section 8.2, from and against any Losses
(as defined in Section 8.2) that may be suffered or
incurred by New Valley, DSC or any Seller Affiliate in
connection with any termination of employment (voluntary
or involuntary) or change in the terms and conditions of
employment of any Covered Employee.

6.5 SPECIFIC BENEFIT PLAN AGREEMENTS.

(a) Sellers shall cause the benefits
of Covered Employees that have accrued under the Western
Union Retirement Savings Plan and the Western Union
Retirement Savings Plan for Bargaining Unit Employees
(together, the "Seller Savings Plans") as of the Transfer
Date (the "Accrued Savings Benefits") to be fully vested
and non-forfeitable as of such date. Without limiting the
generality of Purchaser's obligations under Section 6.2,
effective as of the Transfer Date, all Covered Employees
shall become participants under the Western Union
Financial Services Inc. Retirement Savings Plan or the
Western Union Financial Services Inc. Retirement Savings
Plan for Bargaining Unit Employees (together, the
"Purchaser Savings Plans"). Each of the Purchaser Savings
Plans shall (i) provide for the transfer to the trust
thereunder of the assets attributable to the accounts of
Covered Employees under the respective Seller Savings Plan
and the crediting and maintenance of such accounts under
the applicable Purchaser Savings Plan, (ii) provide that
any accounts of Covered Employees transferred thereto from
Seller Savings Plans shall be fully vested at all times,
(iii) preserve for Covered Employees all benefits required
to be preserved under Section 411(d)(6) of the Code with
respect to their accounts transferred thereto from Seller
Savings Plans and (iv) provide that periods of employment
with DSC or any affiliate of DSC (including, without
limitation, any predecessor in interest of DSC or an
affiliate of DSC), to the extent recognized under either
Seller Savings Plan immediately prior to the Transfer
Date, shall be taken into account for purposes of
determining eligibility for participation, distributions,
vesting and amount of employer contributions of any
Covered Employee under the applicable Purchaser Savings
Plan. Provided that Sellers and

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Purchaser have each complied with the foregoing
requirements of this Section 6.5(a), as soon as
practicable after the Transfer Date, Sellers shall cause
the trustee of each Seller Savings Plan to transfer to the
trustee of each Purchaser Savings Plan an amount equal to
the fair market value of the Accrued Savings Benefits
determined as of the valuation date of the Seller Savings
Plans coinciding with or first following the Transfer
Date, and Purchaser shall cause the trustee of each
Purchaser Savings Plan to accept such transfer.

(b) Without limiting the generality
of Purchaser's obligations under Section 6.2, effective as
of the Transfer Date, all Covered Employees shall become
participants in employee welfare plans established by
Purchaser or an affiliate of Purchaser, each of which
shall be the same in all material respect to the
respective Benefit Plan covering Covered Employees as in
effect immediately prior to the Transfer Date. Purchaser
shall cause each such employee welfare plan (i) to be
available to each Covered Employee (and his or her
eligible dependents) without any waiting period, (ii) to
waive any limitation of Covered Employees (and their
eligible dependents) due to pre-existing conditions and
any physical examination and actively-at-work requirements
and (iii) to credit each Covered Employee with all
deductible payments and co-payments paid by such Covered
Employee under the Benefit Plans during the 1995 calendar
year for all relevant purposes. Sellers shall be
responsible for all claims incurred prior to the Transfer
Date in respect of Covered Employees which are payable
under the terms and conditions of any Benefit Plan that is
an employee welfare plan. Claims incurred on or after the
Transfer Date in respect of Covered Employees shall be the
sole responsibility of Purchaser in accordance with the
terms and conditions of any of Purchaser's employee
welfare plans. For purposes of this Section 6.5(b), a
claim shall be deemed incurred when (A) with respect to
medical or dental benefits, the medical or dental services
giving rise to such claim are performed and (B) with
respect to life insurance or disability benefits, the
event giving rise to such claim occurs. Notwithstanding
anything to the contrary in this Section 6.5(b), claims of
any Covered Employee who is hospitalized on the Transfer
Date will remain the responsibility of Sellers until the
hospitalization is ended.

(c) Purchaser shall indemnify and
hold harmless Sellers and any Seller Affiliate, in
accordance with Section 8.2, from and against any Losses
incurred by Sellers or any Seller Affiliate in connection
with the provision of health care continuation coverage
for any Covered Employee under the Consolidated Omnibus
Budget Reconciliation Act of 1985, as amended.

(d) Sellers shall remain
responsible for all Liabilities arising under any worker's
compensation arrangement in connection with the foregoing,
to the extent such Liability relates to events occurring
solely prior to the Transfer Date (other than Liabilities
reflected on the Current Net Assets

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Statement), and Purchaser shall have responsibility for
all other worker's compensation Liabilities with respect
to the Covered Employees.

6.6. PLANS SUBJECT TO COLLECTIVE BARGAINING AGREEMENTS.

(a) Prior to the Transfer Date,
Sellers shall have paid, in respect of each
Covered Employee who is a participant in Seller
Savings Plans, three-fourths of the annual $600 per
participant cash special contribution under such plan.
Purchaser shall be responsible for making, in a timely
manner, the remainder of such contribution to the
Purchaser Savings Plans, and Purchaser shall indemnify and
hold harmless Sellers and any Seller Affiliate, in
accordance with Section 8.2, from and against any Losses
that may be suffered or incurred by Sellers or any
affiliate of Sellers as a result of Purchaser's failure to
make such contribution.

(b) Nothing contained in this
Agreement shall require Sellers or any affiliate of New
Valley or DSC to breach any collective bargaining
agreement.

6.7. ACKNOWLEDGEMENT. Purchaser
acknowledges receipt of pertinent information from
personnel and employment records in respect of Covered
Employees that is required in order to carry out
Purchaser's obligations hereunder. Except as otherwise
provided in this Article VI or in any collective
bargaining agreement, Purchaser and Sellers acknowledge
that nothing in this Article VI shall be construed as (i)
requiring Purchaser to continue the employment of any
Covered Employee or prohibiting the termination of or
change in terms of employment of any Covered Employee,
(ii) vesting in any Covered Employee any right to
continued employment, (iii) requiring Purchaser to
continue any particular employee benefit plan, program,
policy or practice for any particular period of time after
the Transfer Date or (iv) prohibiting or in any way
limiting Purchaser from amending or terminating any such
plan, program, policy or practice after the Transfer Date,
it being understood, however, that, Purchaser shall assume
any and all Liabilities in connection with the foregoing.

6.8. WORKER ADJUSTMENT AND RETRAINING
NOTIFICATION ACT. Purchaser shall indemnify and hold
harmless Sellers and any Seller Affiliate, in accordance
with Section 8.2, from and against any Losses that may
arise (i) with respect to any obligations and liabilities
under the Worker Adjustment and Retraining Notification
Act of 1988, as amended, and each similar state law with
respect to any Covered Employees terminated by DSC on or
before the Transfer Date or Purchaser after the Transfer
Date, (ii) by reason of Purchaser's failure to employ, to
continue to employ or to employ other than on the terms
and conditions provided herein, any Covered Employee or
(iii) by reason of the severance from service of any
Covered Employee not offered, or continued in, employment
by Purchaser.

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6.9. CERTAIN LIMITATIONS ON PURCHASER'S
OBLIGATIONS. Notwithstanding any provision
of this Article VI, Purchaser (or its relevant affiliates)
shall not have any obligation to provide employee benefits
of any kind to Covered Employees that do not accept the
offers of employment referred to in the first sentence of
Section 6.1(a), except to the extent required by law;
provided, however, that this limitation shall in no way
reduce or affect Purchaser's obligation under this Article
VI to indemnify Sellers and any Seller Affiliate.

ARTICLE VII. DELIVERIES AT CLOSING.

7.1. DOCUMENTS TO BE DELIVERED BY SELLERS.

At the Closing:

(a) Sellers shall duly execute and deliver to Purchaser
the Xxxx of Sale.

(b) Sellers shall deliver to Purchaser
the opinion of Xxxx X. Xxxx, Counsel of New Valley,
addressed to Purchaser, substantially in the form attached
hereto as Exhibit E.

7.2. DOCUMENTS TO BE DELIVERED BY PURCHASER.

At the Closing:

(a) Purchaser shall duly execute and
deliver to Sellers the Instrument of Assumption.

(b) Purchaser shall deliver to
Sellers the opinion of a duly acknowledged legal officer
of Purchaser, addressed to Sellers, substantially in the
form attached hereto as Exhibit G.

7.3 AGREEMENTS TO BE EXECUTED BY THE PARTIES. At the
Closing:

(a) The Release and Termination
Agreement shall be duly executed and delivered by the
parties thereto, and all actions contemplated therein to
be taken at the Closing (including without limitation, the
transfer of certain monies under the Escrow Agreement to
Purchaser and New Valley) as provided therein, shall be
taken.

(b) The Sales, Marketing and Services
Agreement shall be duly executed and delivered by the
parties thereto.

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ARTICLE VIII. SURVIVAL, INDEMNIFICATION.

8.1. SURVIVAL OF REPRESENTATIONS AND
WARRANTIES. The representations and warranties contained
in Sections 3.1, 3.2, 3.4, 3.7, 3.9, 3.14, 3.18, 3.21,
4.1, 4.2, 4.6 and 4.7, and the covenant contained in
Section 9.5, shall survive until the applicable statute of
limitations has expired or six years from the Cut-Off
Date, whichever period is shorter; the covenants in the
provisions of Article V shall survive for the respective
time periods indicated therein; the provisions of Article
I and II, the covenants of Purchaser contained in Section
1.5, and of the parties contained in Article VI, shall
survive indefinitely; and the covenants of the parties in
Section 1.4, and all representations, warranties and
covenants not specifically described above set forth in
this Agreement shall survive for a period of eighteen
months following the Cut-Off Date.

8.2. INDEMNIFICATION.

(a) Subject to the limitations on
indemnification set forth in paragraph (b) below,
Purchaser, on the one hand, and Sellers, jointly and
severally, on the other hand, each agree to indemnify and
hold harmless the other party and its affiliates,
directors, officers, employees and agents ("Indemnified
Parties") from and against any loss, liability, damage or
deficiency, including, without limitation, costs,
interest, penalties and reasonable attorneys' fees
(collectively, "Losses") arising out of or due to any
breach of any covenant or any representation or warranty
made by such party in this Agreement. In addition,
Purchaser agrees to indemnify and hold harmless Sellers
and their respective Indemnified Parties from any Losses
arising out of or in connection with (i) the Assets, (ii)
any Assumed Liability, and (iii) the Deferred Assets
(whether or not transferred pursuant to Section 1.4) or
any actions taken by Purchaser or Sellers in respect of
the transfer (or attempted transfer) of the Deferred
Assets as provided in Section 1.4.

(b) Notwithstanding anything to the
contrary contained in this Agreement, no amounts of
indemnity shall be payable under Sections 8.2:

(i) in the case of a claim by a Purchaser or
its Indemnified Parties, (A) unless and until
Purchaser, together with its Indemnified Parties,
has incurred Losses under this Agreement in
excess of $200,000 in the aggregate (whereupon
all such Losses (x) other than with respect to
taxes, in excess of $200,000 in the aggregate and
(y) with respect to taxes, in excess of $50,000
in the aggregate, shall be covered hereby); or
(B) if the Purchaser, together with its
Indemnified Parties, has received payments in
respect of such Losses from Sellers of $1,500,000
in the aggregate, other than Losses in respect of
Sellers' breach

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of any representation, warranty or covenant in
this Agreement in respect of (x) taxes, which
shall not be subject to any limitation or (y) the
Intellectual Property and Intellectual Property
Agreements covered by the terms of Section
3.7(c), which shall be subject to a limitation of
$5,000,000 in the aggregate;

(ii) with respect to any claim for
indemnification under Section 8.2, if the
Indemnified Party has not given the person
against whom a claim for indemnification is being
sought under this Section 8.2 (an "Indemnifying
Party") a notice with respect to such claim
setting forth in reasonable detail the specific
facts and circumstances pertaining thereto (an
"Indemnity Notice"), (A) as soon as practicable
following the time at which the Indemnified Party
discovered such claim, provided that, and solely
to the extent that, the Indemnifying Party
establishes that the failure of an Indemnified
Party to give such an Indemnity Notice materially
prejudiced its ability to adequately defend the
claim and (B) in any event prior to the
applicable survival period as set forth in
Section 8.1; or

(iii) with respect to any Loss, to the extent
that (A) the Indemnified Party had a reasonable
opportunity, but failed, in good faith to
mitigate the Loss, including but not limited to
the failure to use commercially reasonable
efforts to recover under a policy of insurance or
under a contractual right of set-off or
indemnity; provided that no Indemnified Party
shall be required to commence litigation in order
to satisfy the provisions of this clause (iii);
(B) executive officers of any Indemnified Party
had, at the Closing Date, actual knowledge of
such Loss (or that a Loss in respect of any
potential material claim was reasonably likely to
occur); or (C) the Indemnified Party contributed
to such Loss, by breach of representation,
warranty or covenant herein or otherwise.

(c) In the event indemnification is
sought under this Section 8.2, then the Indemnified Party
shall promptly give an Indemnity Notice to the
Indemnifying Party. If the Indemnifying Party notifies
the Indemnified Party that it does not dispute the claim
described in the Indemnity Notice or fails to notify the
Indemnified Party within 30 days following receipt
thereof, the Loss in the amount specified in the Indemnity
Notice will be conclusively deemed a liability of the
Indemnifying Party under Section 8.2 and the Indemnifying
Party shall pay to the Indemnified Party, on demand, the
amount of such Loss, together with interest thereon
accruing at the rate of 10% per annum from the 31st day
following receipt by the Indemnifying Party of such
Indemnity Notice until the amount of such Loss is paid in
full. If the Indemnifying Party has timely disputed its
liability with respect to a claim, the Indemnifying Party
and the Indemnified Party will proceed in good faith to
negotiate a resolution of the dispute during the ensuing
30-day period. The dispute, if not resolved through
negotiations during this period, will be deemed

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a liability of the Indemnifying Party, together with
interest thereon accruing at the rate of 10% per annum
from the date the Indemnity Notice was delivered until the
date such Loss became final as provided herein, upon the
issuance of a final non-appealable order of a court of
competent jurisdiction, payable by the Indemnifying Party
to the Indemnified Party on demand.

(d) In the event any claim is asserted
against an Indemnified Party for which indemnification may
be sought under this Section 8.2, then the Indemnified
Party shall promptly give an Indemnity Notice to the
Indemnifying Party with respect to the claim, action or
proceeding for which indemnity is sought. The
Indemnifying Party shall have the right to assume control
of or join in, at the Indemnifying Party's election, the
defense of the claim, action or proceeding by
representatives of its own choosing at the Indemnifying
Party's sole cost and expense; provided, however, that if
the Indemnifying Party fails to assume control of the
defense of the claim, action or proceeding as provided
above within 30 days after it has received an Indemnity
Notice, the Indemnified Party shall have the right to
undertake the defense, compromise or settlement of the
claim, action or proceeding on behalf of and at the
expense of the Indemnifying Party, with representatives of
its own choosing reasonably satisfactory to the
Indemnifying Party. If the Indemnifying Party has elected
to assume control of the defense of the claim, action or
proceeding, it shall not (i) settle or compromise any
action or proceeding or consent to the entry of any
judgment which does not include as a term thereof the
delivery by the claimant or plaintiff to the Indemnified
Party of a written release from all liability in respect
of any action or proceeding or (ii) settle or compromise
any action or proceeding or consent to the entry of a
judgment for other than solely monetary damages without
the prior written consent of the Indemnified Party, which
consent shall not be unreasonably withheld.

8.3 EXCLUSIVITY. After the Closing,
to the extent permitted by law and except in respect of
any fraud of any party hereto, the indemnities set forth
in this Agreement shall be the exclusive remedies of
Purchaser and Sellers for any misrepresentation, breach of
warranty or nonfulfillment or failure to be performed of
any covenant or agreement contained in this Agreement, and
the parties shall not be entitled to a rescission of this
Agreement or to any further indemnification rights or
claims of any nature whatsoever in respect thereof, all of
which the parties hereto hereby waive.

ARTICLE IX. MISCELLANEOUS.

9.1. PUBLIC ANNOUNCEMENTS; NOTICES.

(a) The parties shall cooperate and
coordinate with one another on the form and substance of a
release announcing the consummation of the Acquisition.

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(b) Any notice or other communication
required or permitted hereunder shall be in writing and
shall be delivered personally (including by courier), sent
by facsimile transmission or sent by certified, registered
or express mail, postage prepaid. Any such notice shall
be deemed given when so delivered personally, or if sent
by facsimile transmission, when transmitted (together with
proof of sending), or, if mailed, when received, as
follows:

(i) if to Purchaser, to:

First Financial Management Corporation
0000 Xxx Xxxxxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxx 00000
Attention: Xxxx X. Xxxxxxx, Esq.
Telephone: (000) 000-0000
Facsimile: (000) 000-0000

(ii) if to New Valley or DSC, to:

New Valley Corporation
International Place
000 X. X. Xxxxxx Xxxxxx
00xx Xxxxx
Xxxxx, Xxxxxxx 00000
Attention: Xxxx X. Xxxx, Esq.
Telephone: (000) 000-0000
Facsimile: (000) 000-0000

Any party may, by notice given in accordance with this
Section 9.1 to the other party, designate another address
or person for receipt of notices hereunder.

9.2. ENTIRE AGREEMENT. This
Agreement (including all Schedules and Exhibits hereto),
together with the Xxxx of Sale, the Instrument of
Assumption, the Release and Termination Agreement and the
Sales, Marketing and Services Agreement (including the
side letter with respect thereto), constitutes the entire
agreement and understanding among the parties with respect
to the Acquisition and supersedes all prior discussions,
agreements and undertakings, written or oral, of any and
every nature with respect thereto.

9.3. GOVERNING LAW. This Agreement
shall be governed in all respects, including validity,
construction, interpretation and effect, by the internal
laws of the state of New York (without regard to
principles of conflicts of law).

9.4. BINDING EFFECT; NO ASSIGNMENT;
NO THIRD PARTY BENEFICIARY. This Agreement shall be
binding upon and inure to the benefit of the parties and
their respective successors and permitted assigns. This
Agreement is not assignable without the prior written

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consent of each of the parties hereto; provided, however,
that Purchaser may assign its rights under this Agreement
to a wholly-owned subsidiary without such prior written
consent, but no such assignment shall relieve Purchaser of
any of its obligations hereunder. This Agreement does not
create any rights, claims or benefits inuring to any
person that is not a party hereto or create or establish
any third party beneficiary hereto.

9.5. TAXES.

(a) Purchaser shall bear and pay all
sales, transfer, stamp or other similar taxes imposed in
connection with the Acquisition.

(b) Except as provided in Section
9.5(a), Sellers will indemnify and hold Purchaser
harmless, in accordance with Section 8.2, against any and
all liability for Federal, state, local or foreign taxes
(including any interest, penalties or additions to tax
that may become payable in respect thereof, after taking
into account any tax benefits to Purchaser in respect of
the incurrence or payment of any such tax liabilities)
assessed against or payable by Sellers with respect to any
period ending on or before the Cut-Off Date or any period
ending on or before the last day of the taxable year of
New Valley's consolidated group in which the Closing
occurs; provided, that taxes other than income or
franchise taxes imposed for a taxable period that includes
the Cut-Off Date shall be allocated pro rata per day
between the period ending on the Cut-Off Date and the
period commencing after the Cut-Off Date and Purchaser
shall be liable for (and Sellers shall not indemnify
Purchaser for) the taxes allocable to the period
commencing after the Cut-Off Date; and provided further,
that Purchaser shall not be indemnified for any tax
liabilities properly accrued and reflected on the Current
Net Assets Statement.

9.6. WAIVERS AND AMENDMENTS; NON-CONTRACTUAL
REMEDIES; PRESERVATION OF REMEDIES. This Agreement
may be amended, superseded, canceled, renewed or
extended, and the terms hereof may be waived, only by a
written instrument signed by authorized representatives of
each of the parties or, in the case of a waiver, by an
authorized representative of the party waiving compliance.
No such written instrument shall be effective unless it
expressly recites that it is intended to amend, supersede,
cancel, renew or extend this Agreement or to waive
compliance with one or more of the terms hereof, as the
case may be. No delay on the part of any party in
exercising any right, power or privilege hereunder shall
operate as a waiver thereof, nor shall any waiver on the
part of any party of any such right, power or privilege,
or any single or partial exercise of any such right, power
or privilege, preclude any further exercise thereof of the
exercise of any other such right, power or privilege.

9.7 CHANGE OF NAME. Within 30 days
of the Closing Date, Sellers shall cause the name of DSC
to be changed to delete reference to "Western Union", the
documentation with respect to which shall be prepared by
Purchaser and reasonably satisfactory to Sellers.

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9.8 KNOWLEDGE. Except as otherwise
specifically provided in this Agreement, the "knowledge"
of any party means the knowledge of any executive officer,
division manager, or other management-level employee of
such party.

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IN WITNESS WHEREOF, each of the parties
hereto has caused its duly authorized representative to
execute this Agreement as of the date first set forth
above.

NEW VALLEY CORPORATION

By__________________________
Name: Xxxx X. Xxxx
Title: Counsel and Secretary

WESTERN UNION DATA SERVICES
COMPANY, INC.

By__________________________
Name: Xxxxxxx X. Xxxxxxx
Title: President

FIRST FINANCIAL MANAGEMENT
CORPORATION

By__________________________
Name: Xxxxxxxx X. X. Xxxxx
Title: Senior Executive Vice
President

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EXHIBIT A

SALES, MARKETING AND SERVICES AGREEMENT

Sales, Marketing and Services Agreement (the
"Agreement") dated as of September 30, 1995, by and among
Western Union Financial Services, Inc., a Delaware
corporation ("FSI"), Western Union Communications, Inc., a
Delaware corporation ("WUC"), and Western Union Data
Services Company, Inc., a Delaware corporation ("DSC").
The effective date of this Agreement ("Effective Date")
shall be the Closing Date for the acquisition of certain
of DSC's assets and the assumption of the related
liabilities by First Financial Management Corporation, a
Georgia corporation ("FFMC"), pursuant to the Asset
Purchase Agreement among New Valley Corporation ("New
Valley"), DSC and FFMC, dated as of September 30, 1995
(the "Asset Purchase Agreement").

WHEREAS, pursuant to the Asset Purchase
Agreement, inter alia, FFMC is acquiring most of the
assets of DSC and is assuming most of the liabilities of
DSC in connection with the messaging services business
(the "Acquired Business"), and DSC has retained certain
assets, licenses and contracts relating thereto (the
"Retained Assets"; the Retained Assets together with the
Acquired Business are hereinafter referred to as the
"Messaging Business");

WHEREAS, the parties have agreed that FSI shall
provide certain sales and marketing services to DSC which
will assist DSC in utilizing the Retained Assets in the
same manner FSI provided similar services in respect to
the Messaging Business under the now terminated Sales and
Marketing Services Agreement ("First Marketing
Agreement"), dated as of November 15, 1994, among FSI, DSC
and New Valley;

WHEREAS, FSI previously provided certain
managerial information, customer service, accounting and
information services to DSC;

WHEREAS, FFMC intends to transfer certain of the
assets of the Acquired Business to WUC;

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WHEREAS, the parties have agreed that WUC and its
affiliates (including FSI) will provide to DSC all the
operational, management information, customer service,
accounting and information services necessary for DSC to
provide the Messaging Services (as hereinafter defined)
and to utilize the Retained Assets;

WHEREAS, DSC holds an authorization (the
"Authorization") issued by the Federal Communications
Commission (the "FCC") to provide international telegram
and Mailgram services pursuant to Section 214 of the
Commissions Act of 1934, as amended (the "Act");

WHEREAS, DSC desires the operation of its
international telegram and Mailgram service to be managed
by WUC; and

WHEREAS, DSC, WUC and FSI wish to enter into this
Agreement to ensure that WUC manages the international
telegram and Mailgram service in accordance with the
policies established by DSC, the Act and the rules and
regulations promulgated thereunder by the FCC.

NOW, THEREFORE, in consideration of the mutual
covenants and agreements contained in this Agreement and
in the Asset Purchase Agreement, the receipt and
sufficiency of which are hereby acknowledged, FSI, WUC and
DSC agree as follows:

ARTICLE I
SALES AND MARKETING SERVICES

FSI shall, on behalf of DSC, and at FSI's sole
cost and expense, sell and market to customers and
prospective customers worldwide the current services of
DSC with respect to the Retained Assets, consisting of
Mailgram, Cablegram and such other messaging services as
shall be offered by DSC from time to time as agreed to by
the parties hereto (the "Messaging Services").

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A. Appointment of FSI.
FSI is hereby irrevocably appointed the
exclusive sales and marketing agent of
DSC for the Messaging Services, and,
subject to the provisions of this
Agreement shall enjoy exclusive control
of all sales and marketing activities
associated therewith, including the right
to take orders and subscriptions for DSC,
and to execute customer agreements and
subscriptions on behalf of DSC, subject
to final acceptance of such agreements
and subscriptions by DSC or DSC's agent,
WUC.

B. Western Union Services.
The Messaging Services shall be offered
as "Western Union" services and products
pursuant to the terms of a limited
trademark license granted hereunder from
FSI, as licensee of FFMC, to DSC.

C. Sales and Marketing Tools.
Sales and marketing tools may include,
but shall not be limited to, promotional
campaigns, advertising, participation in
trade shows, utilization of the direct
sales force and telemarketing sales
department of FSI, its authorized
remarketers and resellers, and strategic
cooperative development and marketing
alliances. The selection of sales and
marketing tools, including authorizations
of remarketers and resellers, and
development of strategic marketing
alliances shall, subject to the
provisions contained herein, be in the
sole discretion of FSI.

D. Customer Support.
FSI shall offer customer sales support
including providing customer training
related to automated messaging. FSI
shall cooperate with DSC to ensure that
the commercial messaging services
customer support provided by FSI pursuant
to this Section is consistent with past
commercial messaging services customer
support provided to DSC.

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38

ARTICLE II
TRADEMARK AND SERVICE XXXX LICENSES

FSI, as licensee of FFMC, hereby grants for the
term of this Agreement a royalty-free, non-exclusive
limited license to DSC for the marks "Western Union" and
"Mailgram" (the "Marks") for use only in connection with
the conduct of the business for the Messaging Services.
The terms and conditions of the license are set forth in
Exhibit A hereto.

ARTICLE III
CHARGES AND PAYMENTS FOR FSI SERVICES

A. Fee to FSI.
DSC shall compensate FSI for all services
performed by FSI pursuant to Article I
hereof by payments of a monthly fee as
set forth in Attachment A hereto (the
"FSI Fee").

B. Payments to FSI.
Within fifteen (15) days after the end of
each month, DSC, through its agent WUC,
shall pay to FSI the FSI Fee as set forth
in Section 3 (A) above and Attachment A
hereto. Failure of DSC to pay any such
amount not subject to a bona fide
dispute, within thirty (30) days after
notice of deficiency, shall be deemed a
default under this Agreement, and FSI
shall have the right to terminate this
Agreement forthwith upon notice to DSC.

C. DSC's Right of Audit.
During the term of this Agreement, DSC
shall have the right to audit FSI's books
and records relating to FSI's services
hereunder. Any such audit shall be
conducted upon no less than five (5)
days' notice, during regular business
hours at FSI's offices, and in such
manner as to minimize any interference
with FSI's normal business activities.
DSC agrees to make available to FSI its
records and reports pertaining to each
such audit on similar terms and
conditions, subject to any claim of
privilege.

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39

ARTICLE IV
OPERATIONAL AND ADMINISTRATIVE SERVICES

A. WUC (WUC for purposes of Article IV shall
include all WUC affiliates), at its sole
cost and expense, shall provide all
necessary, operational, management
information, customer service, accounting
and administrative services necessary for
DSC to provide the Messaging Services, as
set forth in more detail herein.

1. Customer Service Center Services
("CSC Services"). WUC will
perform, or cause to be
performed, CSC Services for
Messaging Services listed below.
For purposes of this Section IV
(A) (1), WUC shall mean both WUC
and, as applicable, any
third-party contractors
providing such services on
behalf of WUC.

(a) Message Handling Services.

(1) WUC subscribes
to AT&T's In-WATS services utilizing
the telephone number 000-000-0000.
WUC (as assignee of DSC) subscribes
to AT&T's In-WATS services utilizing
the telephone number 000-000-0000,
which telephone number terminates at a
switch located at WUC's facility in McLean,
Virginia. WUC will accept In-WATS
calls to such number's from customers
and prospective customers of the Messaging
Services, and shall forward such calls via
live operator or voice response units
("VRU") recording and transmittal pursuant
to this Section IV (A) (1) (a).

(2) WUC customer services
representative operators (the "CSRs") shall
accept messages from Messaging Services customers,
record and confirm such messages and transmit
such messages to FSI's computers (pursuant to
Section 2.b. below) for processing

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40

preparatory to delivery. CSR services
shall also include provision of
customer relations and message
information services.

(b) Message Processing Services.
WUC shall provide message processing
services for the Messaging
Services utilizing messaging
applications software which is
integrated into the money
transfer system of FSI.

(c) MDC System.
WUC's consumer messaging services
business utilizes a computer
system known as the Message
Distribution Center system (the
"MDC System") resident on an IBM
System 36 computer located in
WUC's Customer Service Center in
Dallas, Texas. WUC shall
provide DSC with use of the MDC
System.

(d) Engineering Support and Consulting.
WUC shall provide DSC with the services
of WUC's engineering department
for developmental engineering
support of the Tandem and Unisys
systems which process the
Messaging Services (including
consulting services).

2. Field Accounting Services.
WUC shall provide DSC billing and
accounts receivable services for the
Messaging Services.

3. Administrative Services.
WUC shall perform for and provide to DSC,
the following administrative services,
subject to the terms and conditions of
this Agreement.

(a) Accounts Payable Services.
WUC shall process for payment and pay,
from funds derived from the
Messaging Services, pursuant to
its normal payment schedule
those

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41

invoices which it shall receive on
behalf of the DSC for goods
purchased, services received and
other miscellaneous third-party
Messaging Services operating
expenses.

(b) Tax Administration.
WUC shall prepare and, subject to the
review and approval of DSC,
shall file all tax returns and
qualifications or similar forms
required for DSC pursuant to
applicable state and local tax
and franchise laws, excluding
all federal and state income
tax.

(c) Purchasing and Materials
Management Processing. Upon the
request of DSC, WUC shall
provide the necessary personnel
and systems support to meet the
ongoing purchasing and materials
management requirements of the
Messaging Services. FSI shall,
to the degree practicable,
utilize the purchasing power of
WUC to afford DSC service and
product volume discounts.

(d) General Ledger.
WUC shall process Messaging Services
revenue and other financial data
through WUC's general ledger
system, and provide DSC with
detailed general ledger,
subledger and revenue accounting
reports.

(e) Insurance Administration.
WUC shall provide and maintain all
necessary insurance policies for
the Messaging Services.

(f) Corporate Administration.
WUC shall, at its sole cost and
expense, maintain all applicable
qualifications, including all
registered agent qualifications
for DSC in each state where DSC
is so required to qualify.

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42

B. WUC shall, on behalf of DSC, provide all
necessary services, in addition to those
provided in Section IV(A) above, for
receiving messaging information,
processing, formatting, addressing,
directing such information and producing
messages and arranging delivery of DSC
products, including Mailgrams and
Cablegrams, and such other Messaging
Services as shall be offered by DSC from
time to time as agreed to by the parties
hereto, as well as coordinating
purchasing, billing, receipt of payments
and all other activities previously
performed by DSC prior to the Effective
Date as are applicable to the Messaging
Services.

1. Appointment of WUC as Agent of DSC.
During the term of this Agreement, WUC
is hereby irrevocably appointed
the exclusive agent of DSC for
operating the Messaging
Services, and, subject to the
provisions of this Agreement and
the overall supervision and
concurrence of DSC, shall enjoy
exclusive control of all aspects
of the administration,
operations, production, billing,
accounting, planning and
budgeting for the Messaging
Services, except for all sales
and marketing activities (to be
performed by FSI under Article
I), and to coordinate all
aspects of DSC's business
related to the Messaging
Services on behalf of DSC.

DSC agrees not to terminate the agency
relationship under this
Agreement other than pursuant to
the terms of this Agreement.

2. Messaging Services.
The Messaging Services shall be offered
as "Western Union" products
pursuant to the terms of this
agreement.

3. Billing and Payments.
WUC shall have complete responsibility
for credit decisions and credit
risks, unless otherwise agreed
by WUC and DSC. WUC shall
render

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43

all billing on behalf of DSC and
receive all payments with
respect to the Messaging
Services.

4. Revenue and Disbursements.
WUC shall collect and hold all
revenues, pay all expenses,
including its own fees, any
capital expenses or expenditures
and all taxes except DSC income
taxes, and shall remit to DSC
only net revenues. DSC shall
have complete access to all
books and records pertaining to
the Messaging Services.

5. WUC Performance Standards.
WUC's performance hereunder shall at a
minimum be comparable to and
consistent with those services
provided by DSC for itself and
by FSI for DSC as of the
Effective Date except for such
service changes as a result of
differences between the Acquired
Business and the business of
providing Messaging Services, as
contemplated hereunder. All
changes in performance standards
shall be by mutual agreement of
the parties.

6. Control by DSC.
DSC shall at all times exercise
ultimate control over the
Authorization and the
international telegram and
Mailgram service, and WUC and
FSI shall operate the
international telegram and
Mailgram service in compliance
with the policies of DSC and the
FCC.

7. Compliance with Law.
DSC shall at all times operate the
international telegram and
Mailgram service in compliance
with the Act and all applicable
rules, regulations and policies
of the FCC and any other
governmental agency with
authority, as such laws, rules,
regulations and policies are in
effect from time to time.

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44

ARTICLE V
CHARGES AND PAYMENTS FOR WUC SERVICES

A. Fee to WUC.
WUC's fee for the foregoing services (as
specified below) shall be paid out of the
gross revenues from Messaging Services.
WUC shall be responsible for paying all
fees, expenses and liabilities of the
Messaging Services business under this
Agreement, except the FSI Fee hereunder,
from the WUC Fee (as hereinafter defined)
it receives hereunder. The FSI Fee shall
be paid out of the gross revenues from
the Messaging Services; WUC, as DSC's
agent, shall deduct the FSI Fee before
any other costs or expenses are deducted
from such gross revenues; provided,
however, that WUC shall not pay the FSI
Fee until all non-affiliate creditors of
DSC or the Messaging Services business in
the ordinary course of business have been
paid or provided for. WUC is hereby
granted the rights to alter standard
agreements and change operations, but in
consideration thereof, WUC shall, except
as specifically provided below, bear all
losses, if any, of or arising in
connection with the Messaging Services or
the Retained Assets (including all costs
and expenses with respect thereto), and
including the FSI Fee and the WUC Fee,
during the term of this Agreement.

WUC shall receive, to the extent of
available gross revenue, equal monthly
payments totaling up to $21,360,000 for
any twelve-month period (the "WUC Fee").
WUC shall report complete financial
results of the Messaging Services
quarterly, beginning on December 31,
1995, and pay DSC the gross revenues from
Messaging Services for such quarter, less
(i) the FSI Fee for such quarter and (ii)
the WUC Fee for such quarter. Such
payments to DSC shall be made
semi-annually, commencing six months
after the end of the first quarter of
1996.

If for any reason WUC does not wish to
continue to accept the aforementioned
losses, it shall provide three months'
prior notice to DSC of its termination of

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45

its duty to bear loses, and after such
three-month period, WUC shall have no
further liability with respect to the
Messaging Services (except as to
liabilities incurred or arising prior to
the expiration of such three-month
period). Upon receipt of any such
notice, DSC may terminate this Agreement,
with no liability to DSC.

B. DSC's Right of Audit.
During the term of this Agreement, DSC
shall have the right to audit WUC's books
and records relating to WUC's services
hereunder. Any such audit shall be
conducted upon no less than five (5)
days' notice, during regular business
hours at WUC's offices, and in such
manner as to minimize any interference
with WUC's normal business activities.
DSC agrees to make available to WUC its
records and reports pertaining to each
such audit on similar terms and
conditions, subject to any claim of
privilege.

ARTICLE VI
TERM AND TERMINATION

A. Term.
The term of this Agreement shall commence
on the Effective Date, and shall continue
until the earlier of March 31, 1997 or
the transfer or sale of DSC's assets
related to or derived from the Messaging
Services, as may be authorized or
permitted by WUC or FSI.

B. Termination.

1. This Agreement may be terminated
by FSI for default in the event
of non-payment by DSC of the
FSI Fee, in accordance with the
terms of Section 3 (B) above.

2. To the extent it affects them,
this Agreement may also be
terminated by FSI or WUC, on the
one hand, or DSC, on the other
hand, for

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46

breach or failure of the other (other
than non-payment by DSC) to
comply with any material term or
condition of this Agreement,
provided that such party shall
notify the other of its
intention to terminate by
written notice to the other
applicable party that such party
has failed to comply with, or
has breached, a material term or
condition of this Agreement
affecting the notifying party;
and provided further that such
notice shall specifically state
the term or condition claimed to
be breached, and shall provide
sixty (60) days in which the
breaching party may correct such
alleged breach, or take such
steps as to provide reasonable
assurance to the non-breaching
party of its intention and
ability to cure.

3. DSC may terminate this Agreement
pursuant to the last paragraph
of Section V (A) above.

4. Any such termination shall not
modify or reduce the rights or
obligations of any party with
respect to services due or
rendered prior to the effective
date of termination, or payments
with respect thereto.

ARTICLE VII
CONFIDENTIALITY

A. Information Deemed Confidential.
FSI and WUC both agree that all
information disclosed to FSI or WUC by
DSC regarding any aspect of the Messaging
Services will be and remain the sole and
exclusive property of DSC, and shall be
deemed "confidential" pursuant to the
terms of this Article VII. DSC agrees
that all information disclosed to it by
FSI or WUC (except for customer
information relating to the Messaging
Business) shall be and remain the sole
and exclusive property of FSI or WUC, as
the case may be, and shall be deemed
"confidential" pursuant to the terms of
this Article VII, for so long as FSI or
any of its affiliates owns (directly or
indirectly) or operates the Messaging
Services.

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47

B. Treatment of Confidential Information.
Such confidential information of the
receiving party shall be used solely for
the purposes of this Agreement. Each
party agrees to keep in strict confidence
the confidential information of the
disclosing party. Each party further
agrees that such confidential information
shall not be disclosed by the recipient
party, its agents or employees without
the prior written consent of the
disclosing party. The provisions of this
Article VII shall not apply to any
information which belongs to the
recipient party or is (1) publicly known
or becomes publicly known through no
unauthorized act of the recipient party,
(2) rightfully received from a third
party not otherwise bound by a
confidentiality agreement with the
disclosing party, (3) independently
developed by the recipient party without
use of the other party's confidential
information, (4) approved for disclosure
by the party owning the confidential
information, or (5) required to be
disclosed pursuant to a requirement of a
governmental agency or law of the United
States or a State thereof, or any
governmental or political subdivision
thereof, so long as the party required to
disclose the information provides the
other party with timely prior notice of
such requirement and takes appropriate
action to limit the scope of such
disclosure and to obtain confidential
treatment of the information disclosed.
The provisions of this Article VII shall
survive the expiration or termination of
this Agreement, for a period of three (3)
years after such expiration or
termination.

ARTICLE VIII
ADDITIONAL PERFORMANCE STANDARDS

FSI and WUC shall instruct their respective
employees performing services pursuant to this Agreement
to perform their responsibilities consistent with FSI's
performance of such services for DSC under the First
Marketing Agreement as of the Effective Date except as
such responsibilities may be modified, from time to time,
by the parties, pursuant to this Agreement. All such work
shall be in strict compliance with all applicable federal
and state laws and nothing contained herein shall be
deemed to create any liability for DSC for any acts or
omissions by WUC or FSI. In addition, the parties agree
that DSC shall not have any

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48

liability hereunder other than with respect to claims
resulting from the gross negligence or willful misconduct
of DSC.

ARTICLE IX
INDEMNITIES; LIMITS OF LIABILITY

A. Indemnities.

1. FSI agrees to indemnify, defend
and hold harmless DSC and its
affiliates and their directors,
officers and employees, from any
and all claims, losses and
expenses (including attorneys'
fees) relating to or arising
from this Agreement, the
business of the Messaging
Services or the Messaging
Services, except such claims
resulting from the gross
negligence or willful misconduct
of DSC.

2. WUC agrees to indemnify, defend
and hold harmless DSC and its
affiliates and their directors,
officers and employees from any
and all claims, losses and
expenses (including attorneys'
fees) relating to or arising
from this Agreement, the
business of the Messaging
Services or the Messaging
Services, except such claims
resulting from the gross
negligence or willful misconduct
of DSC.

B. Limitations of Warranty.
EXCEPT FOR THE FOREGOING, NO PARTY MAKES
ANY OTHER REPRESENTATIONS, WARRANTIES,
AGREEMENTS OR GUARANTEES, EXPRESSED OR
IMPLIED, INCLUDING, AND WITHOUT
LIMITATION, ANY IMPLIED WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE. THERE ARE NO
WARRANTIES WHICH EXTEND BEYOND THE FACE
OF THIS AGREEMENT.

C. Limitations of Liability

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49

UNDER NO CIRCUMSTANCES SHALL ANY PARTY BE
RESPONSIBLE FOR PUNITIVE DAMAGES,
CONSEQUENTIAL DAMAGES, LOST PROFITS OR
REVENUES.

Except for third-party indemnification as
set forth above, limitation of liability
pursuant to this Agreement shall be
limited to the other party's actual
direct damages (which shall include
attorney's fees and costs) or specific
performance. For purposes of the
limitation of damages set forth herein,
each party shall be deemed to include its
subsidiaries and their affiliates, and
the directors, officers, employees,
agents, representatives, subcontractors
and suppliers of any of them.

D. Insurance.
To the extent any party performs duties
itself, or through an agent (other than
another party to this Agreement), such
party shall carry and maintain, or cause
its agent to carry and maintain, at such
party's (or its agent's) own cost and
expense, comprehensive general liability
insurance and workers' compensation and
employer's liability insurance covering
its employees in accordance with the
statutory requirements applicable to the
location where services are to be
performed.

ARTICLE X
PERFORMANCE STANDARDS

DSC shall or shall instruct WUC to
perform its responsibilities consistent
with its performance with regard to DSC's
fulfillment of Messaging Services
obligations as of the Effective Date,
except as such responsibilities may be
modified, from time to time, by the
parties, pursuant to this Agreement.

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50

ARTICLE XI
DISPUTE RESOLUTIONS

A. Performance Reviews.
A designated representative of each of
DSC, FSI and WUC shall meet as often as
shall reasonably be requested by any
party to review the performance of any
other parties under this Agreement. In
the event of any dispute or disagreement
between any of those parties either with
respect to the interpretation of any
provision of this Agreement or with
respect to the performance by FSI or WUC
on the one hand, or DSC on the other hand
hereunder, then upon the written request
of the other party, each party shall each
appoint a designated officer whose task
it shall be to meet to resolve such
dispute or to negotiate for an adjustment
to such provision of this Agreement. The
designated officers shall meet as often
as the parties reasonably deem necessary.
Such officers shall discuss the problem
and/or negotiate in good faith in an
effort to resolve the dispute or
renegotiate the applicable provision
without the necessity of any formal
proceeding relating thereto. No
arbitration of such dispute may be
commenced until sixty (60) days after the
appointment of the designated officers
pursuant to this Section 11(A).

B. Arbitration.
Any dispute, controversy or claim arising
out of or relating to this Agreement
shall be settled by arbitration in
accordance with the then-prevailing
Commercial Arbitration Rules of the
American Arbitration Association. Such
arbitration shall be held before a panel
of three (3) arbitrators, one selected by
FSI and WUC, one selected by DSC and the
third selected by mutual agreement of the
first two arbitrators. Each arbitrator
shall be independent and impartial.
Judgment upon any award rendered by the
arbitrators may be entered into any court
of competent jurisdiction. The
determination of which party (or
combination of them) bears the costs and
expenses, including

16
51

reasonable attorneys' fees, incurred in
connection with any such arbitration
proceeding shall be made by the
arbitrators.

ARTICLE XII
DISPOSITION OF ASSETS

A. In consideration of FFMC's payment of
$17.54 million under the Asset Purchase
Agreement and the transactions under this
Agreement, WUC may at any time during
the term hereof, subject to obtaining any
required government consents or
approvals, direct DSC to contribute the
Retained Assets and all other assets
relating to the Messaging Services,
including without limitation all cash,
checks, notes, obligations, bank
accounts, and receivables, to a
wholly-owned subsidiary of DSC, at the
sole cost and expense of WUC. WUC shall
have the right to purchase, subject to
obtaining any required regulatory
approvals, such subsidiary for $1 as soon
as practicable.

B. At any time prior to March 31, 1997, FFMC
or WUC may direct DSC to transfer or
attempt to transfer all or any part of
the Messaging Services and all or any
part of DSC's assets, subject to
obtaining any required regulatory
approvals, to WUC, FFMC or an affiliate
of FFMC.

C. Except as set forth in this Article XII
or the Asset Purchase Agreement, DSC may
not change, transfer, assign, encumber,
or grant any right in, any asset, money,
right, license or property of any kind
whatsoever of DSC during the term of this
Agreement.

D. In order to protect WUC's rights
hereunder, until all its assets are
transferred to a subsidiary as described
in the preceding Section 12(A) or to WUC
or FFMC, DSC shall not incur or assume
any obligation or liability or purchase
or accept any assets, except in the
ordinary course of the business of the
Messaging Services or as contemplated by
this Agreement.

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52

ARTICLE XIII
MISCELLANEOUS

A. Binding Nature and Assignment.
This Agreement shall be binding on the
parties hereto and their respective
successors and assigns. A party shall
have the right to assign all or a part of
its rights and obligations under this
Agreement to a company in which a party's
parent holds a controlling interest
("controlling interest" shall be defined
for purposes of this Agreement as the
ability to elect a majority of such
company's board of directors), to a
party's parent or to a party's subsidiary
without the consent of the other party.
Any other assignment of the rights in
this Agreement shall require the prior
written consent of the other party, which
may be granted or withheld in its
absolute discretion.

B. Notices.
Wherever under this Agreement either
party is required or permitted to give
notice to the other, such notice shall be
deemed given (i) when delivered by hand,
(ii) four days after the date of mailing
if mailed by United States mail,
registered or certified mail, return
receipt requested, postage prepaid, (iii)
when telecopied, provided that receipt of
such telecopy is confirmed by telephone
immediately thereafter, or (iv) on the
next business day after delivery to a
nationally recognized courier service
marked for overnight delivery, and
addressed as follows:

In the case of DSC:

Western Union Data Services Company, Inc.
International Place
000 X.X. Xxxxxx Xxxxxx, 00xx Xxxxx
Xxxxx, Xxxxxxx 00000
Attention: Xxxx X. Xxxx, Esq.

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53

In the case of FSI or WUC:

Western Union Financial Services, Inc.
Xxx Xxxx Xxxxxx Xxxxx
Xxxxxxx, Xxx Xxxxxx 00000
Attention: General Counsel

Either party may from time to time change
its address for notification purposes by
giving the other prior written notice of
the new address and the date upon which
it shall become effective.

C. Headings.
The article and section headings used in
this Agreement are for convenience of
reference only and shall not enter into
the interpretation hereof.

D. Severability.
If any provision of this Agreement is
declared or found to be illegal,
unenforceable or void, then the parties
shall be relieved of all obligations
arising under such provision, but only to
the extent that such provision is
illegal, unenforceable or void, it being
the intent and agreement of the parties
that this Agreement shall be deemed
amended by modifying such provision to
the extent necessary to make it legal and
enforceable while preserving its intent
or, if that is not possible, by
substituting therefor another provision
that is legal and enforceable and
achieves the same objective. If such
illegal, unenforceable or void provision
does not relate to the payments to be
made under this Agreement and if the
remainder of this Agreement shall not be
affected by such declaration or finding
and is capable of substantial
performance, then each provision not so
affected shall be enforced to the extent
permitted by law.

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54

E. Waiver.
No delay or omission by a party to
exercise any right or power under this
Agreement shall impair such right or
power or be construed to be a waiver
thereof. All remedies provided for in
this Agreement shall be cumulative and in
addition to and not in lieu of any other
remedies available to any party at law,
in equity or otherwise.

F. Entire Agreement.
Except as specifically set forth herein,
this Agreement, together with the
Exhibits and Attachments hereto,
constitutes the entire agreement between
the parties with respect to the subject
matter of this Agreement. No change,
waiver, or discharge of this Agreement
shall be valid unless in writing and
signed by an authorized representative of
the party against which such change,
waiver or discharge is sought to be
enforced.

G. Governing Law
This Agreement shall be governed by and
construed in accordance with the laws,
other than choice of law rules, of the
State of New York.

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55

IN WITNESS WHEREOF, Western Union Data Services
Company, Inc., Western Union Communications, Inc., and
Western Union Financial Services, Inc. each has caused
this Sales, Marketing, and Services Agreement to be duly
executed and delivered in its name and on its behalf, all
as of the day and year first written.

WESTERN UNION DATA SERVICES COMPANY, INC.

By:
_____________________________________
Xxxx X. Xxxx, Esq.
Secretary

WESTERN UNION FINANCIAL SERVICES, INC.

By: ____________________________________
Xxxx X. Xxxxxxx, Esq.
Executive Vice President

WESTERN UNION COMMUNICATIONS, INC.

By: ____________________________________
Xxxx X. Xxxxxxx, Esq.
Executive Vice President

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ATTACHMENT A
TO SALES, MARKETING AND SERVICES AGREEMENT

FEES

The parties agree that DSC will pay FSI a monthly fee in
an amount equal to 27% of Messaging Services gross
revenues for such period, subject to the restrictions
contained in the Agreement.

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EXHIBIT A

The license granted by FSI to DSC herein
is subject to the following conditions and limitations:

A. DSC agrees to use the trademark
registration notice (R) (or "TM"
or "SM," as appropriate, in the
event the Xxxx is not
registered), in connection with
the first most prominent
appearance for each separate use
of the Xxxx if it is registered,
and agrees to include the
following notice on all
materials using the Marks:
"Western Union and Western Union
logos are trademarks of First
Financial Management
Corporation. Permission
granted."

B. All products and services
offered by FSI under the Marks
shall conform to all applicable
national, federal, state or
local statutes, rules,
regulations and orders as well
as voluntary industry standards.

C. The license granted herein shall apply within
North America.

D. It is recognized by the parties
hereto that the Marks are the
exclusive property of FFMC, and
that they connote to the public,
worldwide, a reputation for high
standards of quality and
service, which reputation and
goodwill are unique to FFMC.
Therefore, nothing in any way
related to or which contains any
of the Marks or makes reference
to FFMC shall be used to
sponsor, or in connection with,
any illegal, illicit or immoral
purpose or activity or in any
manner which would be
inconsistent with or damaging to
the Marks or to FFMC's name and
reputation.

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58

E. DSC shall not assign, license,
grant or convey to any other
person or entity any right
granted herein.

Trademark Ownership

DSC agrees that by virtue of this License
Agreement, FFMC does not give to DSC any right, title or
interest in the Marks.

3
59

DSC CASH WESTERN UNION DATA SERVICES COMPANY, INC. EXHIBIT B
STATEMENT OF NET ASSETS
DOLLARS IN THOUSANDS

AS OF NOVEMBER 1, 1994 AS OF SEPTEMBER 30, 1995

11/1/94 ADJUSTMENTS ADJUSTED 9/30/95 ADJUSTMENTS ADJUSTED
------- ----------- -------- ------- ----------- --------

ASSETS
CURRENT ASSETS:
CASH 641 (641) A 0 1,301 (732) E (35)
(604) F

ACCOUNTS RECEIVABLE 4,864 4,864 6,148 732 E 5,991
(889) G
RESERVE FOR BAD DEBTS (308) (308) (509) (509)
RECEIVABLE FROM NEW VALLEY 0 0 614 (614) H 0
RECEIVABLE FROM FSI 0 0 0 889 G 889
PREPAID ROYALTY 0 0 0 0
OTHER CURRENT ASSETS 1,079 1,079 1,036 1,036
------ ------ ------
TOTAL CURRENT ASSETS 6,276 (641) 5,635 8,590 (1,218) 7,372
------ ------ ------ ------ ---------- ------

PROPERTY AND EQUIPMENT 8,361 27 B 8,388 8,356 8,356
ACCUMULATED DEPRECIATION (5,422) (728) B (6,150) (7,266) (7,266)
------ ------ ------ ------ ------
NET PROPERTY AND EQUIPMENT 2,939 (701) 2,238 1,090 1,090
------ ------ ------ ------ ------
OTHER NON CURRENT ASSETS (3) (3) 136 136
------ ------ ------ ------

TOTAL ASSETS 9,212 (1,342) 7,870 9,816 (1,218) 8,598
====== ====== ====== ====== ========== ======

LIABILITIES
ACCOUNTS PAYABLE AND (2,075) I
ACCRUED LIABILITIES 258 51 C 309 3,977 (1,566,025) J 1,902
1,566,025 K
DEBT AND OTHER OBLIGATIONS 952 952 557 557
PAYABLE TO NEW VALLEY 0 0 0 0

PAYABLE TO FSI 0 85 D 85 0 2,075 I 2,075
------ ------ ------ ------ ---------- ------
TOTAL LIABILITIES 1,210 136 1,346 4,534 0 4,534
====== ====== ====== ====== ========== ======

NET ASSETS 8,002 (1,478) 6,524 5,282 (1,218) 4,064
====== ====== ====== ====== ========== ======

NOTES: A REMOVE OPENING CASH BALANCES AS NON DSC ASSETS
B ADDITIONAL ENTRIES NOT RECORDED ON NOVEMBER BALANCES OF DSC
C RECORD TAX ACCRUAL INCORRECTLY RECORDED ON NEW VALLEY
D RECORD PAYABLE FOR ASSETS PD BY NEW VALLEY BUT TREATED AS CAPITALIZATION
E RECLASSIFY BALANCE OF CASH DUE FROM FSI
F RECORD CASH REMOVED BY NEW VALLEY ON 10/2/95
G RECLASSIFY CONSUMER CASH RECD BY FSI BUT NOT PAID IN SEPT
H REMOVE RECEIVABLE FROM NEW VALLEY FROM ASSETS TRANSFERRED
I RECLASSIFY PAYABLE TO FSI
J RECORD PAYMENTS BY NEW VALLEY IN OCTOBER
K RECORD CASH RECEIVED BY NEW VALLEY IN OCTOBER

EXHIBIT C

GENERAL ASSIGNMENT AND XXXX OF SALE

This GENERAL ASSIGNMENT AND XXXX OF SALE
(this "Xxxx of Sale") is entered into as of the 30th day
of September, 1995 by and among FIRST FINANCIAL MANAGEMENT
CORPORATION, a Georgia corporation ("Purchaser"), NEW
VALLEY CORPORATION, a New York corporation ("New Valley")
and WESTERN UNION DATA SERVICES COMPANY, INC., a Delaware
corporation ("DSC", and together with New Valley,
"Sellers").

WHEREAS, Sellers desire to sell and
transfer, and Purchaser desires to purchase and acquire,
pursuant to the Asset Purchase Agreement and this Xxxx of
Sale, all of the assets of DSC and the assets of New
Valley used in connection with the Messaging Business, to
the extent specified in Section 1.1 of the Asset Purchase
Agreement;

WHEREAS, Purchaser has agreed, in partial
consideration therefor, to assume all of the Liabilities
in connection with such assets and the Messaging Business,
to the extent specified in Section 1.5 of the Asset
Purchase Agreement, by executing an Assumption Agreement
of even date herewith; and

WHEREAS, pursuant to Section 5.2(a) of
the Asset Purchase Agreement, Sellers are required to
execute and deliver to Purchaser this Xxxx of Sale;

NOW, THEREFORE, for and in consideration
of the mutual covenants contained herein and other good
and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Sellers hereby irrevocably
sell, transfer, convey, assign and deliver to Purchaser
free and clear of all Liens, other than Permitted Liens,
Liens known to Purchaser or any of its affiliates or the
Intellectual Property Agreements, all of Sellers' right,
title and interest in and to the Assets (other than the
Excluded Assets, the Other Agreements and the Deferred
Assets, the treatment of which shall be governed by
Article I of the Asset Purchase Agreement), as the same
shall exist on the Closing Date, TO HAVE AND TO HOLD the
same unto Purchaser, its successors and assigns, forever.

Purchaser hereby accepts the sale,
transfer, conveyance, assignment and delivery of the
Assets.

At any time or from time to time after
the Closing Date, but subject, in the case of the Deferred
Assets, to Section 1.4 of the Asset Purchase Agreement, at
Purchaser's request and without further consideration,
Sellers shall execute and deliver to Purchaser, such other
instruments of sale, transfer, conveyance, assignment and
confirmation, provide such materials and information and
take such other actions as Purchaser may reasonably deem
necessary or desirable in order more effectively to
transfer, convey and assign to Purchaser, and to confirm
Purchaser's title to, any of the Assets (including the
Deferred Assets), and, to the full extent permitted by
law, to put Purchaser in actual possession and operating
control of the Assets (including the Deferred Assets) and
to assist Purchaser in exercising all rights with respect
thereto.

Sellers hereby constitute and appoint
Purchaser the true and lawful attorney-in-fact of Sellers,
with full power of substitution, in the name of the
applicable Seller or Purchaser, but on behalf of and for
the benefit of Purchaser: (i) to demand and receive from
time to time any and all of the Assets (including, but
subject to Section 1.4 of the Asset Purchase Agreement,
the Deferred Assets) and to make endorsements and give
receipts and releases for and in respect of the same and
any part thereof; (ii) to institute, prosecute, compromise
and settle any and all actions, claims or proceedings that
Purchaser may deem proper in order to collect, assert or
enforce any claim, right or title of any kind in or to the
Assets (including the Deferred Assets); (iii) to defend or
compromise any or all actions, claims or proceedings in
respect of any of the Assets (including the Deferred
Assets); and (iv) to do all such acts and things in
relation to the matters set forth in the preceding clauses
(i) through (iii) as Purchaser shall reasonably deem
necessary or desirable. Sellers hereby acknowledge that
the appointment hereby made and the powers hereby granted
are coupled with an interest and are not and shall not be
revocable by either of them in any manner or for any
reason. Purchaser shall indemnify and hold harmless
Sellers and their respective officers, directors,
employees, agents and affiliates from any and all Losses
incurred by New Valley or DSC arising out of Purchaser's
exercise of the aforesaid powers.

This Xxxx of Sale may be executed in any
number of counterparts, each of which will be deemed an
original, but all of which together will constitute one
and the same instrument.

This Xxxx of Sale shall be governed by
and construed in accordance with the laws of the State of
New York applicable to a contract executed and performed
in such State without giving effect to the conflicts of
laws principles thereof, except that if it is necessary in
any other jurisdiction to have the law of such other
jurisdiction govern this Xxxx of Sale in order for

this Xxxx of Sale to be effective in any respect, then the
laws of such other jurisdiction shall govern this Xxxx of
Sale to such extent.

IN WITNESS WHEREOF, the undersigned have
caused their duly authorized officers to execute this Xxxx
of Sale as of the day and year first above written.

FIRST FINANCIAL MANAGEMENT CORPORATION

By:____________________________
Name: Xxxx X. Xxxxxxx
Title: Executive Vice President

NEW VALLEY CORPORATION

By:____________________________
Name: Xxxx X. Xxxx
Title: Counsel and Secretary

WESTERN UNION DATA SERVICES COMPANY,INC.

By:____________________________
Name: Xxxxxxx X. Xxxxxxx
Title: President

EXHIBIT D

ASSUMPTION AGREEMENT

This ASSUMPTION AGREEMENT (this
"Assumption Agreement") is entered into as of the 30th day
of September, 1995 by and among FIRST FINANCIAL MANAGEMENT
CORPORATION, a Georgia corporation ("Purchaser"), NEW
VALLEY CORPORATION, a New York corporation ("New Valley")
and WESTERN UNION DATA SERVICES COMPANY, INC., a Delaware
corporation ("DSC", and together with New Valley,
"Sellers").

WHEREAS, Purchaser and Sellers have
entered into an Asset Purchase Agreement, dated as of
September 30, 1995 (the "Asset Purchase Agreement";
capitalized terms not defined herein shall have the
meanings assigned to them in the Asset Purchase Agreement)
and the Xxxx of Sale, pursuant to which Sellers have
agreed to sell, transfer, convey, assign and deliver to
Purchaser, and Purchaser has agreed to purchase from
Sellers, all of the assets of DSC and the assets of New
Valley used in the Messaging Business, to the extent
specified in Section 1.1 of the Asset Purchase Agreement;

WHEREAS, pursuant to Section 5.2(a) of
the Asset Purchase Agreement, Purchaser is required to
execute and deliver to Sellers this Assumption Agreement;

NOW, THEREFORE, for and in consideration
of the mutual covenants contained herein and other good
and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Purchaser hereby undertakes
and agrees from and after the Cut-Off Date, subject to the
limitations contained herein or in the Asset Purchase
Agreement, to assume and to pay, perform and discharge
when due the Assumed Liabilities.

By this Assumption Agreement, Purchaser
does not assume any Liabilities of New Valley that do not
arise out of or relate to the Messaging Business or the
Assets, which Liabilities shall remain the sole obligation
of New Valley and its successors and assigns.

No Person other than Purchaser and
Sellers and their respective successors and assigns shall
have any rights under this Assumption Agreement or the
provisions contained herein.
64

This Assumption Agreement may be executed
in any number of counterparts, each of which will be
deemed an original, but all of which together will
constitute one and the same instrument.

This Assumption Agreement shall be
governed by and construed in accordance with the laws of
the State of New York applicable to a contract executed
and performed in such State without giving effect to the
conflicts of laws principles thereof, except that if it is
necessary in any other jurisdiction to have the law of
such other jurisdiction govern this Assumption Agreement
in order for this Assumption Agreement to be effective in
any respect, then the laws of such other jurisdiction
shall govern this Assumption Agreement to such extent.

IN WITNESS WHEREOF, the undersigned have
caused their duly authorized officers to execute this
Assumption Agreement as of the day and year first above
written.

FIRST FINANCIAL MANAGEMENT CORPORATION

By:____________________________
Name: Xxxx X. Xxxxxxx
Title: Executive Vice President

NEW VALLEY CORPORATION

By:____________________________
Name: Xxxx X. Xxxx
Title: Counsel and Secretary

WESTERN UNION DATA SERVICES COMPANY,INC.

By:____________________________
Name: Xxxxxxx X. Xxxxxxx
Title: President

XXXXXXX X

XXX XXXXXX CORPORATION

XXXX X. XXXX
Counsel

October 31, 1995

First Financial
Management Corporation
0000 Xxx Xxxxxxxxx Xxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxx 00000

Re: Asset Purchase Agreement dated as of September
30, 1995 among New Valley Corporation, First
Financial Management Corporation and Western
Union Data Services Company, Inc.

Gentlemen:

I have acted as Counsel of New Valley
Corporation, a New York corporation ("New Valley"), in
connection with the consummation of the transactions
contemplated by the Asset Purchase Agreement by and among
New Valley, Western Union Data Services Company, Inc., a
Delaware corporation ("DSC", and together with New Valley,
"Sellers") and yourself, dated as of September 30, 1995
(the "Agreement"). This opinion is delivered to you
pursuant to Section 7.1(b) of the Agreement. Terms used
herein which are defined in the Agreement shall have the
respective meanings set forth therein, unless otherwise
defined herein.

In connection with this opinion, I, or
lawyers over whom I exercise general supervision, have
examined the Agreement, the Release and Termination
Agreement and all other agreements and instruments
contemplated by the Agreement, and such corporate records,
certificates, agreements and other documents and such
orders, rulings and certificates of public officials,
officers and representatives of Sellers, and have made
such investigations of law and fact, as I have deemed
necessary or appropriate for the purposes of this opinion.

-2-

those of officers of New Valley or DSC. I have also
assumed the due authorization, execution and delivery of
all documents by parties other than New Valley or DSC, and
the enforceability of any agreements included in such
documents against parties thereto other than New Valley or
DSC.

When used in this opinion, the phrase "to
my knowledge" refers only to my current conscious
awareness of facts or other information. Such phrase does
not include constructive notice of information, or imply
that I have undertaken any independent investigation with
any other person or as to the accuracy or completeness of
any factual representation or other information furnished
in connection with the transactions. Furthermore, such
reference means only that I do not know of any fact or
circumstances contradicting the statement which follows.

Based upon the foregoing, I am of the
opinion that:

1. Each of New Valley and DSC is a
corporation duly organized, validly existing and in good
standing under the laws of its jurisdiction of
incorporation. New Valley and DSC have all requisite
corporate power to own or lease and to operate the Assets
and to carry out the Messaging Business as it is currently
conducted.

2. DSC is duly qualified or licensed to
do business as a foreign corporation in good standing in
every jurisdiction in which its ownership of property or
the conduct of its business requires such qualification,
other than jurisdictions in which failure to so qualify
would not have a Material Adverse Effect.

3. All of the issued and outstanding
shares of capital stock of DSC are owned beneficially and
of record solely by New Valley.

4. Each Seller has the corporate power
to enter into the Agreement and the Release and
Termination Agreement and to carry out the transactions
contemplated thereby; all corporate and, as to New Valley,
shareholder proceedings required to be taken by Sellers to
authorize the execution, delivery and performance of the
Agreement and the Release and Termination Agreement have
been properly taken; each of the Agreement, the Release
and Termination Agreement and the Xxxx of Sale have been
duly executed and delivered by Sellers and constitutes a
valid and binding obligation of Sellers, enforceable
against Sellers in accordance with its terms, subject in
each case, as to enforcement, to bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and other
laws of general applicability relating to or affecting
creditors' rights and general equity principles.
67

-3-

5. The Xxxx of Sale and the other
instruments of assignment, transfer and conveyance
delivered to Purchaser by Sellers pursuant to the
Agreement, insofar as the laws of the State of New York
and the federal laws of the United States are concerned,
are effective to vest in Purchaser, as applicable,
Sellers' right, title and interest in the Assets purported
to be assigned, transferred and conveyed thereby, subject
to the due and timely recording and filing of instruments
of assignment, transfer and conveyance where and to the
extent required to make said transfers effective and
subject to the obtaining of the consents to transfer
required by certain agreements which have not been
obtained, and provided that Purchaser has purchased the
Assets in good faith and without notice of any adverse
claim within the meaning of the New York Uniform
Commercial Code.

6. To my knowledge, neither the
execution and delivery by Sellers of this Agreement, the
Release and Termination Agreement and the Xxxx of Sale,
nor the consummation by Sellers of the transactions
contemplated thereby, will violate any provision of the
certificate of incorporation or by-laws of New Valley or
DSC, or violate, or be in conflict with, or constitute a
default under, or cause the acceleration of the maturity
of any debt or obligation pursuant to, or result in the
creation or imposition of any Lien, other than Permitted
Liens, Liens known to Purchaser or any of its affiliates
or with respect to the Intellectual Property Agreements,
or adverse interest of any kind or nature whatsoever on
the Assets pursuant to any agreement or commitment to
which the Sellers are bound or any of the Assets are
subject, or violate any statute or law or any judgment,
decree, order, regulation or rule of any court or
governmental authority, except for (i) any Consents
required to be obtained in connection with the Deferred
Assets and (ii) such violations, defaults or other events
as would not individually or in the aggregate have a
Material Adverse Effect (other than such violations,
conflicts, defaults or other events that would occur as a
result of the legal or regulatory status of Purchaser or
any of its affiliates).

This opinion is rendered under and
limited to the law of the State of New York and the
corporation law of the State of Delaware. This opinion is
solely for your benefit and may not, without my express
written consent, be relied upon by any other person.

Very truly yours,

NEW VALLEY CORPORATION

By:_________________________
Xxxx X. Xxxx
Counsel

EXHIBIT F

NEW VALLEY CORPORATION
WESTERN UNION DATA SERVICES COMPANY, INC.

Officers' Certificate

We, Xxxx X. Xxxx and Xxxxxxx X. Xxxxxxx,
the Counsel and Secretary of New Valley Corporation ("New
Valley") and the President of Western Union Data Services
Company, Inc. ("DSC"), respectively, pursuant to Section
7.2(c) of the Asset Purchase Agreement dated as of
September 30, 1995 among New Valley, DSC and Purchaser
(the "Asset Purchase Agreement"; capitalized terms not
defined herein shall have the meanings ascribed to them in
the Asset Purchase Agreement), DO HEREBY CERTIFY on behalf
of Sellers that, to the best of our knowledge:

(1) The representations and warranties
made by Sellers in the Asset Purchase Agreement, Release
and Termination Agreement, taken as a whole as to each
such agreement, and in any certificate, exhibit or
schedule or other document delivered by Sellers to
Purchaser in connection therewith, are true and correct in
all material respects, on and as of the Cut-Off Date as
though made on and as of such date or (i) in the case of
representations and warranties made by Sellers as of a
specified date earlier than the date hereof, on and as of
such earlier date and (ii) in the case of the
representations and warranties specified in Section 3.24
of the Asset Purchase Agreement and Section 2.01 of the
Release and Termination Agreement, as of the date hereof.

(2) The agreements, covenants and
obligations required by the Asset Purchase Agreement and
the Release and Termination Agreement to be performed or
complied with by Sellers at or before the Closing Date
have been duly performed or complied with in all material
respects.
69

IN WITNESS WHEREOF, Sellers have caused
this Certificate to be executed on its behalf by the
undersigned on and as of the 31st day of October, 1995.

NEW VALLEY CORPORATION

By:________________________
Name: Xxxx X. Xxxx
Title: Counsel and Secretary

WESTERN UNION DATA SERVICES
COMPANY, INC.

By:_________________________
Name: Xxxxxxx X. Xxxxxxx
Title: President

70
EXHIBIT G

[FFMC LOGO]

FIRST FINANCIAL MANAGEMENT CORPORATION
0000 XXX XXXXXXXXX XXXXX, XXXXX 0000, XXXXXXX, XXXXXXX 00000
(000)000-0000

Xxxx X. Xxxxxxx
Executive Vice President DIRECT DIAL: (000) 000-0000
Deputy General Counsel FACSIMILE: (000) 000-0000

October 31, 1995

New Valley Corporation
Western Union Data Services Company, Inc.
000 X.X. Xxxxxx Xxxxxx
Xxxxx, Xxxxxxx 00000

Gentlemen:

I have acted as counsel to First Financial Management Corporation
("FFMC") in connection with the Asset Purchase Agreement dated as of September
30, 1995 (the "Agreement"), among New Valley Corporation ("New Valley"),
Western Union Data Services Company, Inc. ("DSC") and FFMC. This opinion is
furnished to you pursuant to Section 7.2(b) of the Agreement. Unless otherwise
defined in this letter, capitalized terms used herein which are defined in the
Agreement have the same meanings ascribed to them in the Agreement.

In addition, I have examined or caused to be examined an executed copy
of the Agreement, the Release and Termination Agreement, the Xxxx of Sale, the
Instrument of Assumption and other documents and instruments relating to the
Agreement and to the closing of the transactions contemplated thereby, and have
examined such other documents, certificates and records and have made such
investigations as I have deemed necessary or appropriate to give this opinion.
As to factual matters, I have relied on representations made by New Valley and
DSC in the Agreement and in a certificate of officers of New Valley and DSC,
without any independent investigation of such factual matters. I have also
relied, to the extent I deemed appropriate, on certificates of and information
from public officials.

In conducting such examinations and investigations, I have assumed the
authenticity of any document submitted to me as an original, the conformity to
the original of any document submitted to me as a copy, the authenticity of the
original of any such copy, and the genuineness of all signatures other than
those of officers of FFMC. I have also assumed the due authorization,
execution and delivery of all documents by parties other than FFMC, and the
enforceability of any agreements included in such documents against parties
thereto other than FFMC.

When used in this opinion, the phrase "to my knowledge" refers only to
my current conscious awareness of facts or other information. Such phrase does
not include constructive notice
71

Page 2
October 31, 1995

of information, or imply that I have undertaken any independent investigation
with any other person or as to the accuracy or completeness of any factual
representation or other information furnished in connection with the
transactions. Furthermore, such reference means only that I do not know of any
fact or circumstances contradicting the statement which follows.

Based upon the foregoing and having regard for such legal
considerations as I deem relevant, and subject to the assumptions,
qualifications and limitations set forth or referred to in this letter, I am of
the opinion that:

1. FFMC is a corporation duly organized, validly exiting and in
good standing under the laws of the State of Georgia.

2. FFMC has full corporate power and authority to enter into the
Agreement, the Instrument of Assumption and the Release and Termination
Agreement and to carry out the transactions contemplated thereby. FFMC has
taken all necessary action to authorize the execution and delivery of the
Agreement, the Instrument of Assumption and the Release and Termination
Agreement and the transactions contemplated thereby, and each of the Agreement,
the Instrument of Assumption and the Release and Termination Agreement is a
legal, valid and binding agreement of FFMC enforceable in accordance with its
terms except that (i) such enforcement may be subject to, and limited by,
bankruptcy, insolvency, reorganization, moratorium or other similar laws now or
hereafter in effect relating to creditors' rights, (ii) the remedy of specific
performance and injunctive and other forms of equitable relief may be subject
to equitable defenses and to the discretion of the Court before which any
proceeding therefor may be brought, and (iii) enforceability of the
indemnification provisions of the Agreement may be subject to limitations of
public policy under Federal and State securities laws.

3. Neither the execution and delivery of the Agreement, the
Instrument of Assumption or the Release and Termination Agreement nor the
consummation of the transactions contemplated thereby will violate any
provisions of the certificate of incorporation or by-laws of FFMC, or, to my
knowledge, violate, or be in conflict with, or constitute a default under, or
cause the acceleration of the maturity of any debt or obligation pursuant to,
any agreement or commitment to which FFMC is a party or by which FFMC is bound,
or, to my knowledge, violate any statute or law or any judgment, decree, order,
regulation or rule of any court or governmental authority, except for such
violations, conflicts or defaults as would not have a material adverse effect
on the ability of FFMC to consummate the transactions contemplated by the
Agreement, the Instrument of Assumption or the Release and Termination
Agreement.

This opinion is rendered under and limited to the law of the State of
New York.

The opinions and confirmations of facts expressed in this letter (a)
are limited to the matters expressly stated in this letter and do not imply any
other opinions, and (b) speak only as of the date of this opinion. I am under
no obligation, and do not undertake, to advise New Valley, DSC
72

Page 3
October 31, 1995

or any other person or entity of changes of law or fact that occur after the
date of this letter, even though the change may affect the legal analysis or a
legal conclusion in this letter.

This letter is delivered in connection with the consummation of the
transactions contemplated by the Agreement and the Release and Termination
Agreement, may be relied upon only by New Valley and DSC in connection with
such matters, may not be relied upon by New Valley or DSC for any other purpose
or by anyone else for any purpose, and may not be quoted, published or
otherwise disseminated, without, in each instance, my prior written consent.

Very truly yours,

Xxxx X. Xxxxxxx
Deputy General Counsel
73

EXHIBIT H

FIRST FINANCIAL MANAGEMENT CORPORATION

OFFICER'S CERTIFICATE

I, Xxxx X. Xxxxxxx, Executive Vice President of First Financial
Management Corporation, a Georgia corporation ("FFMC"), pursuant to Section
7.2(c) of the Asset Purchase Agreement, dated as of September 30, 1995 (the
"Agreement"), among New Valley Corporation ("New Valley"), Western Union Data
Services Company, Inc. ("DSC") and FFMC, hereby certify that, to the best of my
knowledge:

1. The representations and warranties of FFMC contained
in the Agreement and in any statement, certificate, exhibit, schedule
or other document delivered by FFMC to New Valley and DSC pursuant to
the Agreement or in connection with the transactions contemplated
thereby, including the Release and Termination Agreement of even date
herewith among FFMC, Western Union Financial Services, Inc., New
Valley and DSC, are true and correct in all material respects as of
the date of the Agreement and as of the date hereof as though made on
and as of the date hereof.

2. FFMC has performed all of its agreements, covenants
and obligations under the Agreement and said Release and Termination
Agreement to be performed or complied with at or prior to the date
hereof in all material respects.

IN WITNESS WHEREOF, I have executed this Certificate on and as of
October 31, 1995.

FIRST FINANCIAL MANAGEMENT
CORPORATION

/s/ Xxxx X. Xxxxxxx
---------------------------
Xxxx X. Xxxxxxx
Executive Vice President
74

SCHEDULES

TO THE

ASSET PURCHASE AGREEMENT

AMONG

NEW VALLEY CORPORATION,

WESTERN UNION DATA SERVICES COMPANY, INC.

AND

FIRST FINANCIAL MANAGEMENT CORPORATION

DATED AS OF SEPTEMBER 30, 1995

Schedules

The attached Schedules are furnished by
New Valley Corporation ("New Valley") and Western Union
Data Services Company, Inc. ("DSC", and together with New
Valley, "Sellers") to First Financial Management
Corporation ("Purchaser") on the Closing Date pursuant to
and as part of the Asset Purchase Agreement dated as of
September 30, 1995 among Purchaser and Sellers (the
"Agreement"). The Schedules have been prepared by Sellers
with the assistance of Purchaser, other than Schedules
3.7(b) and 6.1, which have been prepared by Purchaser with
the assistance of Sellers. Capitalized terms not defined
herein shall have the meanings assigned to them in the
Agreement. The attached Schedules relate to certain
matters concerning the disclosures required and
transactions contemplated by the Agreement. The attached
Schedules are qualified in its entirety by reference to
specific provisions of the Agreement, and are not intended
to constitute, and shall not be construed as indicating
that such matter is required to be disclosed, nor shall
such disclosure be construed as an admission that such
information is material with respect to Sellers except to
the extent required by the Agreement. Matters disclosed
for the purpose of any Schedule hereof shall constitute
disclosure of such matters for the purposes of any other
Schedule attached hereto.

Headings have been inserted on the
attached Schedules for convenience of reference only and
shall to no extent have the effect of amending or changing
the express description of the Schedules as set forth in
the Agreement.
76

CERTIFICATE OF SELLERS

I, Xxxx X. Xxxx, Counsel and Secretary of
New Valley Corporation, a New York corporation ("New
Valley") and Xxxxxxx X. Xxxxxxx, President of Western
Union Data Services Company, Inc., a Delaware corporation
("DSC", and together with New Valley, "Sellers"), hereby
certify that these are the Schedules delivered pursuant to
the Asset Purchase Agreement, dated as of September 30,
1995, by and among Sellers and First Financial Management
Corporation, a Georgia corporation.

NEW VALLEY CORPORATION

By:___________________________
Name: Xxxx X. Xxxx
Title: Counsel and Secretary

WESTERN UNION DATA
SERVICES COMPANY, INC.

By:___________________________
Name: Xxxxxxx X. Xxxxxxx
Title: President

CERTIFICATE OF PURCHASER

I, Xxxx X. Xxxxxxx, the Executive Vice
President of First Financial Management Corporation, a
Georgia corporation ("Purchaser"), hereby certify that (i)
Schedules 3.7(b) and 6.1 have been prepared by Purchaser
pursuant to the terms of the Asset Purchase Agreement (the
"Agreement") dated as of September 30, 1995 among
Purchaser, New Valley Corporation, a New York corporation
("New Valley") and Western Union Data Services Company,
Inc., a Delaware corporation ("DSC", and together with New
Valley, "Sellers") and (ii) Purchaser has reviewed the
Schedules delivered by Sellers, and is not aware of any
information presented thereon that is untrue or inaccurate
in any material respect or of any facts or circumstances
that would render untrue or inaccurate in any material
respect any representation or warranty of Sellers in the
Agreement covered by any such Schedule.

FIRST FINANCIAL MANAGEMENT
CORPORATION

By:___________________________
Name: Xxxx X. Xxxxxxx
Title: Executive Vice President

SCHEDULE 3.7(A) - INTELLECTUAL PROPERTY

Trademarks, Service Marks and Trade Names

Application Application Registration Registration
Number Date Number Date

AUTOMATED VOICE TELEGRAM
BRAILLEGRAM 1,057,206 01/25/77
BUSINESS REPLY MAILGRAM 1,051,478 10/26/76

CUSTOMPAK
DATA GRAM 1,118,944 05/22/79

DESKMAIL 74/339,090 12/11/92
MAILGRAM 1,060,988 03/08/77
MANAGING THE UNEXPECTED 1,823,229 02/22/94

MICROPREP 1,734,572 11/24/92
SPEED*IMPACT*RESPONSE

TELEBOOK 1,035,028 03/02/76
TELEBOOK 1,028,915 12/30/75

WESTAR 1,054,085 12/07/76

OPINIONGRAM 74/398,330 06/03/93

WHEN YOUR MESSAGE MATTERS 1,670,540 12/31/91

TRADEMARK: MAILGRAM

Benelux 341107 08/05/76
Canada 203548 05/05/81
France 963,232 07/16/86

Italy 0547667 8/27/91
Norway 99625 09/29/77

Puerto Rico 6537 03/08/77
Spain 861302 01/17/79
Sweden 159001 04/15/87

United Kingdom 1069748 11/22/78
West Germany 1038234 09/10/82

967127 01/26/78

Reference is made to the Marks licensed to DSC pursuant to the Trademark
Agreement.
79

SCHEDULE 3.7(B) - INTELLECTUAL PROPERTY

License Agreements, etc.

Credit Control Service, Inc.

Reference is made to the Marks licensed to DSC pursuant
to the Trademark Agreement.

In addition, remaining items shall be scheduled by
Purchaser after the Closing Date, subject to New Valley's
reasonable approval.
80

SCHEDULE 3.7(C) - CLAIMS CONCERNING INTELLECTUAL PROPERTY

1. Dispute with Postal Buddy L over their
use of Opiniongram. They allege
Opiniongram has been abandoned by DSC.
DSC has been granted an extension of
time, through November 27, 1995, to
oppose postal Buddy L's application for
Opiniongram for use with related
services.

2. Dispute with Cunard over their use of Mailgram.

3. Potential gap in chain of title from
Western Union Telegraph Company to
Western Union Corporation, and from
Western Union Corporation to New Valley
Corporation.

4. Abandonment of application to register PC TO
POST OFFICE.

5. Renewal of registrations of TELEBOOK by
December 30, 1995 and March 2, 1996 for
Nos. 1,028,915 and 1,035,028,
respectively.

6. Renewal of registration of WESTAR by December 7, 1996.

7. Chilean Mailgram Trademark was assigned to FFMC
on May 22, 1995.

8. Subject to proper transfer of Opiniongram
and When Your Message Matters by FSI to
DSC.

9. HFK Software dispute over Deskmail
Software.

10. Potential dispute over ownership of enhancements
for PLS Composition Software.

11. Abandonment or expiration of various Marks.

12. Reference is made to Schedule 3.17(10).
81

SCHEDULE 3.11 - BENEFIT PLANS

APPLICABLE TO
MESSAGING BUSINESS EMPLOYEES

1. Western Union Comprehensive Medical Expense (CME)
Plan.
2. Health Maintenance Organizations.

a) Metropolitan Health Plan.
b) Physician's Care/Healthkeepers.
c) Sanus Health Plan.
d) U.S. Healthcare.

3. Western Union Dental Plan.
4. Plan for Employees' Benefits (Accident
and Sickness).
5. Long Term Disability Plan.
6. Life Insurance Plan.
7. Group Universal Life Insurance Plan.
8. Business Travel Accident Plan.
9. Accident Insurance Plan.
10. Western Union Retirement Savings Plan.
11. Western Union Retirement Savings Plan for
Bargaining Unit Employees.
12. Employee Assistance Plan.
13. Severance Pay Plan.
14. Termination Allowance Plan.
15. Tuition Assistance Plan.
16. Relocation Assistance Plan.
17. Flexible Spending Account for Employee
Contributions.
18. Medical Flex Account.
19. Dependent Flex Account.
20. Vision Care Plan.
21. Unemployment Insurance Plan.
22. Worker's Compensation.
23. Preservation Trust.
24. Conservation Trust.
82

SCHEDULE 3.16 - CONDUCT OF BUSINESS

1. DSC has no written agreements with its Datagram
customers, no procedure to sign up new customers
to a binding contract and no other standard
contractual protections for its Datagram
business. Datagram does not have a tariff.
83

SCHEDULE 3.17 - LITIGATION

1. HFK Software contract dispute with
Western Union Priority Services, division
of New Valley.

2. Xxxxxx Xxxxxx and NTS Marketing Inc.

3. Xxxxx Xxxxxx, American Telegram
Corporation and/or their affiliates v.
New Valley, a Federal Communications
Commission ("FCC") proceeding.

4. Trans Union Litigation, involving New Valley
and DSC as witnesses.

5. Coalition of Long Distance Carriers - Hotline for
long distance carriers.

6. District of Columbia workers compensation
assessment for 1995.

7. Possible violations of Fair Debt
Collection Practices Act due to the
Automatic Voice Telegram Services (AVT)
program.

8. Potential customer claims for AVT price differential.

9. Xxxxx Xxxxxx, American Telegram
Corporation and/or their affiliates v.
Purchaser and/or First Data Corporation
("FDC"), an FCC proceeding.

10. Potential proceeding, claim or action by
Xxxxx Xxxxxx, American Telegram
Corporation and/or their affiliates
regarding the transferability or
continued use of the Section 214
Authorization, by or to New Valley, DSC,
Purchaser or FDC or otherwise challenging
the sale of Assets to Purchaser.

11. Reference is made to Schedule 3.7(b).
84

SCHEDULE 3.20 - MATERIAL CONTRACTS

1. Reference is made to Schedule 3.16.
85

SCHEDULE 6.1 - COVERED EMPLOYEES

WESTERN UNION DATA SERVICES COMPANY NON-UNION EMPLOYEES

EMPLOYEE NAME SOCIAL SECURITY NO.
------------- -------------------

XXXXXXX, D. ###-##-####
XXXXXXX, P. ###-##-####
XXXXX, L. ###-##-####
XXXXXXXX, D. ###-##-####
XXXX, W. ###-##-####
XXXXXXXX, W. ###-##-####
XXXXXXX, T. ###-##-####
XXXXXX, D. ###-##-####
XXXXXXX, R. ###-##-####
XXXXXXX, T. ###-##-####
XXXXXXX, A. ###-##-####
XXXXXXX, C. ###-##-####
XXXXXX, J. ###-##-####
XXXXXX, L. ###-##-####
XXXXXX, D. ###-##-####
XXXXXX, W. ###-##-####
XXXXXX, S. ###-##-####
PELHAM, S. ###-##-####
XXXXXX, M. ###-##-####
XXXXX, D. ###-##-####
XXXX, D. ###-##-####
XXXXXXX, K. ###-##-####
XXXXXXXX, D. ###-##-####

WESTERN UNION DATA SERVICES COMPANY UNION EMPLOYEES

EMPLOYEE NAME SOCIAL SECURITY NO.
------------- -------------------

XXXXX, B. ###-##-####
BANKS, K. ###-##-####
XXXX, J. ###-##-####
XXXX, W. (PT) ###-##-####
XXXX, M. ###-##-####
XXXXXX, D. ###-##-####
XXXXXXXXXXX, K. ###-##-####
XXXXXX, B. ###-##-####
FORD, S. ###-##-####
XXXXXXXX, J. ###-##-####

XXXX, T. ###-##-####
XXXXX, A. ###-##-####
XXXXXX, T. ###-##-####
JORDAN, J. ###-##-####
XXXXXXX, S. ###-##-####
XXXXXX, J. ###-##-####
LASIK, L. ###-##-####
LIEU, A. ###-##-####
LIN, S. (PT) ###-##-####
LOWER, J. ###-##-####
PENG, M. ###-##-####
PRICE, D. ###-##-####
XXXXX, D. ###-##-####
SCHONASKY, R. ###-##-####
XXXXX, D. ###-##-####
SEAL, J. ###-##-####
XXXXXX, A. ###-##-####
XXXXXXX, M. ###-##-####
XXXXXXX, B. ###-##-####
XXXXXX, D. ###-##-####
TECOTT, K. ###-##-####
TEDERICK, K. ###-##-####
XXXX, M. ###-##-####
XXXX, S. ###-##-####
XXXXXXXXX, G. ###-##-####
XXXXXXXX, K. ###-##-####
XXXXXX, N. ###-##-####
XXXXX, S. ###-##-####

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1 EXHIBIT 10(b) ASSET PURCHASE AGREEMENT

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