Exhibit 99.1 ASSET PURCHASE AGREEMENT

Exhibit 99.1

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ASSET PURCHASE AGREEMENT

by and between

STEELCASE FINANCIAL SERVICES INC.

and

GENERAL ELECTRIC CAPITAL CORPORATION

with respect to certain assets of

Steelcase Financial Services Inc.

May 24, 2002

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TABLE OF CONTENTS
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(not part of Agreement)

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ARTICLE I PURCHASE AND SALE........................................................................... 1
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SECTION 1.1 Purchase and Sale of Assets........................................................... 1
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SECTION 1.2 Excluded Assets....................................................................... 2
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SECTION 1.3 Assumed Liabilities................................................................... 4
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SECTION 1.4 Excluded Liabilities.................................................................. 4
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SECTION 1.5 Purchase Price........................................................................ 5
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SECTION 1.6 Prorations of Certain Taxes........................................................... 5
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SECTION 1.7 Tax Treatment; Allocation of Purchase Price for Tax Purposes.......................... 6
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SECTION 1.8 Closing............................................................................... 6
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SECTION 1.9 Post-Closing Purchase Price Adjustment................................................ 8
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ARTICLE II REPRESENTATIONS AND WARRANTIES OF SELLER................................................... 9
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SECTION 2.1 Organization.......................................................................... 9
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SECTION 2.2 Authorization; Validity of Agreement.................................................. 10
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SECTION 2.3 Consents and Approvals; No Violations................................................. 10
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SECTION 2.4 Litigation............................................................................ 11
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SECTION 2.5 Leases................................................................................ 11
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SECTION 2.6 Financial Information................................................................. 13
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SECTION 2.7 Brokers or Finders.................................................................... 14
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SECTION 2.8 Taxes................................................................................. 14
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SECTION 2.9 No Other Representations or Warranties................................................ 15
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ARTICLE III REPRESENTATIONS AND WARRANTIES OF PURCHASER............................................... 16
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SECTION 3.1 Organization.......................................................................... 16
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SECTION 3.2 Authorization; Validity of Agreement.................................................. 16
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SECTION 3.3 Consents and Approvals; No Violations................................................. 17
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SECTION 3.4 Brokers or Finders.................................................................... 17
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SECTION 3.5 ...................................................................................... 17
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ARTICLE IV COVENANTS.................................................................................. 18
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SECTION 4.1 Publicity............................................................................. 18
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SECTION 4.2 Further Assurances.................................................................... 18
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SECTION 4.3 Transfer Taxes........................................................................ 18
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SECTION 4.4 Master Leases......................................................................... 19
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SECTION 4.5 Lease Schedules....................................................................... 19
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SECTION 4.6 Access to Lease Files................................................................. 19
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SECTION 4.7 Notice of Amended Tax Returns......................................................... 19
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SECTION 4.8 Cooperation with Respect to Tax Returns............................................... 20
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ARTICLE V INDEMNIFICATION............................................................................... 20
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SECTION 5.1 Indemnification......................................................................... 20
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SECTION 5.2 Subrogation............................................................................. 24
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SECTION 5.3 Adjustment to Purchase Price............................................................ 24
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SECTION 5.4 Exclusive Remedies...................................................................... 24
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SECTION 5.5 Tax Benefit; Insurance.................................................................. 24
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SECTION 5.6 Set-Off................................................................................. 25
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ARTICLE VI MISCELLANEOUS................................................................................ 25
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SECTION 6.1 Amendment and Modification.............................................................. 25
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SECTION 6.2 Notices................................................................................. 25
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SECTION 6.3 Interpretation.......................................................................... 26
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SECTION 6.4 Counterparts............................................................................ 27
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SECTION 6.5 Entire Agreement; Third Party Beneficiaries............................................. 27
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SECTION 6.6 Severability............................................................................ 27
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SECTION 6.7 Governing Law........................................................................... 27
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SECTION 6.8 Jurisdiction............................................................................ 27
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SECTION 6.9 Service of Process...................................................................... 28
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SECTION 6.10 Assignment.............................................................................. 28
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SECTION 6.11 Expenses................................................................................ 28
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SECTION 6.12 Headings................................................................................ 28
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SECTION 6.13 Waivers................................................................................. 28
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SECTION 6.14 Passage of Title and Risk of Loss....................................................... 28
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SECTION 6.15 Brokers................................................................................. 29
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SECTION 6.16 Bulk Sales Act.......................................................................... 29
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SECTION 6.17 Waiver of Jury Trial.................................................................... 29
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TABLE OF EXHIBITS AND SCHEDULES
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Schedule 1.1(a) Leases
Schedule 1.8(c)(iv) Tax Certificate
Exhibit 2.5(c) Hell or High Water Provision
Schedule 2.5(n) Letters of Credit
Schedule 2.8(f) Taxes
Schedule 2.8(h) Taxes
Exhibit A Assignment and Xxxx of Sale
Exhibit B Parent Guaranty
Exhibit C Assumption Agreement

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INDEX OF DEFINED TERMS
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(not part of the Agreement)

Defined in
Terms Section
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Acquisition ....................................................... Recitals
Affiliates ........................................................ 6.3
Agreement ......................................................... Preamble
Allocation Schedule ............................................... 1.7
Asset Purchase .................................................... Recitals
Assumed Liabilities ............................................... 1.3
Assumption ........................................................ Recitals
Basket ............................................................ 5.1(d)
Cap ............................................................... 5.1(d)
Closing ........................................................... 1.8(a)
Closing Date ...................................................... 1.8(a)
Code .............................................................. 1.7
Credit Enhancements ............................................... 1.8(b)(iv)
Cutoff Date ....................................................... 1.1(a)
Data Tape Information ............................................. 2.6(b)
Default ........................................................... 2.5(e)
Excluded Assets ................................................... 1.2
Excluded Liabilities .............................................. 1.4
Financial Statements .............................................. 2.6(a)
GAAP .............................................................. 2.5(a)
Governmental Entity ............................................... 2.3
Guaranties ........................................................ 1.1(c)
Indemnified Party ................................................. 5.1(f)
Indemnifying Party ................................................ 5.1(f)
Indemnity Payment ................................................. 5.2
Intercreditor Agreement ........................................... 2.5(m)
knowledge of Seller ............................................... 6.3
Law ............................................................... 2.3
Lease Receivables Transfer Agreement .............................. 1.8(b)(viii)
Leased Equipment .................................................. 1.1(b)
Leases ............................................................ 1.1(a)
Lien .............................................................. 2.3
Losses ............................................................ 5.1(a)
Net Adjustment Amount ............................................. 1.9(e)
Parent ............................................................ Recitals
Parent Guaranty ................................................... 1.8(b)(v)
Periodic Rent ..................................................... 2.5(e)
Permitted Liens ................................................... 2.5(a)
Proposed Adjustments .............................................. 1.9(a)
Proposed Changes .................................................. 1.9(a)
Purchase Price .................................................... 1.5

Purchased Assets ................................................... 1.1
Purchaser .......................................................... Preamble
Purchaser Indemnified Party ........................................ 5.1(a)
Purchaser Material Adverse Effect .................................. 3.1
Representatives .................................................... 4.6
Reserved Payments .................................................. 1.2(vi)
Reserved Rights .................................................... 1.2(vi)
Selected Accounting Firm ........................................... 1.9(c)
Seller ............................................................. Preamble
Seller Indemnified Party ........................................... 5.1(c)
Seller Material Adverse Effect ..................................... 2.1
Servicing Agreement ................................................ 5.1(a)
Subsidiary ......................................................... 3.1
Taxes .............................................................. 1.2(v)
Tax Return ......................................................... 1.2(iv)
Tax Settlement Auditor ............................................. 1.7
Transfer Taxes ..................................................... 4.3

ASSET PURCHASE AGREEMENT

This ASSET PURCHASE AGREEMENT, dated as of May 24, 2002 (this
"Agreement"), by and between Steelcase Financial Services Inc., a Michigan
corporation ("Seller") and General Electric Capital Corporation, a Delaware
corporation ("Purchaser").

WHEREAS, Seller provides financing services related to the sale of
equipment produced by Steelcase Inc. ("Parent");

WHEREAS, on the terms and subject to the conditions of this Agreement,
Purchaser desires to purchase and acquire, and Seller desires to sell, transfer,
assign, convey and deliver or cause to be sold, transferred, assigned, conveyed
and delivered, the Purchased Assets (as defined herein) (the "Asset Purchase");

WHEREAS, on the terms and subject to the conditions of this Agreement,
Purchaser is willing to assume, and Seller desires to assign to Purchaser, the
Assumed Liabilities (as defined herein) (the "Assumption" and together with the
Asset Purchase, the "Acquisition"); and

WHEREAS, the Board of Directors of each of Seller and Purchaser has,
to the extent required, approved the Acquisition and this Agreement and deems it
advisable and in the best interests of each of Seller and Purchaser to enter
into this Agreement and the other agreements contemplated herein and consummate
the transactions contemplated hereby and thereby.

NOW, THEREFORE, in consideration of the foregoing and the
representations, warranties, covenants and agreements set forth herein, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto, intending to be legally bound hereby,
agree as follows:

ARTICLE I
PURCHASE AND SALE

SECTION 1.1 Purchase and Sale of Assets.

Upon the terms and subject to the conditions set forth in this
Agreement, at the Closing (as defined herein), Seller shall sell, assign,
transfer, convey and deliver, or shall cause to be sold, assigned, transferred,
conveyed and delivered, to Purchaser, and Purchaser shall purchase, accept and
pay for, all right and title (which shall be good and valid and free and clear
of all Liens, other than Permitted Liens) and interest of Seller in and to the
following rights, assets and properties of Seller, other than the Excluded
Assets (as defined herein) (collectively, the "Purchased Assets"):

(a) Leases. Each lease schedule (including all amendments,
modifications, waivers and supplements to each lease schedule) that is listed or
described

on Schedule 1.1(a) (including, the right to receive all payments due on or after
June 1, 2002 (the "Cutoff Date") or to become due on or after the Cutoff Date
under such leases, and the right to receive all payments relating to or arising
from the early termination of any such lease on or after the Closing Date, but
excluding the Reserved Payments (as defined herein) and the Reserved Rights (as
defined herein), and the right to enforce lessee's obligation to make such
payments, all acceptance certificates, financing statements, bills of sale,
assignments, cross-default agreements and other documents, instruments and
agreements delivered in connection with, evidencing a payment obligation under
or otherwise relating to or affecting any such lease schedule or the furniture,
fixtures, equipment, machinery or other personal property leased thereunder, in
each case to the extent but only to the extent, relating to such lease schedules
or the furniture, fixtures, equipment, machinery or other personal property
leased thereunder) and, to the extent but only to the extent relating thereto,
each master lease under which such lease schedules are issued (collectively, the
"Leases").

(b) Leased Equipment. The furniture, fixtures, equipment,
machinery and other personal property that are leased under the Leases and all
rights of Seller with respect to such property (collectively, the "Leased
Equipment").

(c) Guaranties. To the extent transferable without the
consent of the guarantor, the rights under guaranties, comfort letters or
similar agreements ("Guaranties") that correspond to the Leases to the extent
relating to the Purchased Assets, provided, however that if and to the extent
such transfer would operate to invalidate the obligations of a guarantor of any
person under a Guaranty, such transfer will be null and void as if it never
occurred.

(d) Warranties. To the extent transferable without the
consent of the manufacturer, vendor or any other person, all rights under
manufacturers' and vendors' warranties relating to the Purchased Assets and all
similar rights against third parties relating to the Purchased Assets.

SECTION 1.2 Excluded Assets.

Notwithstanding anything contained in this Agreement to the contrary,
the following rights, properties and assets (collectively, the "Excluded
Assets") will not be included in the Purchased Assets:

(i) Cash. Cash, commercial paper, certificates of

deposit, other bank deposits, treasury bills, other cash equivalents or
marketable securities, regardless of whether or not related to the
Purchased Assets.

(ii) Accounts Receivable. All of the accounts receivable
arising under any Lease: (a) that have been satisfied or discharged prior
to the Cutoff Date in the ordinary course of business, or (b) that are due
prior to the Cutoff Date, and the rights in the related Lease

to enforce Seller's right to collect such items referred to in clauses (a)
and (b).

(iii) Master Lease Agreements. The master lease
agreements, to the extent not relating to the Purchased Assets.

(iv) Books and Records. All books and records,
including, but not limited to, the credit files and Tax Returns (as defined
herein) and reports, of Seller relating to the Purchased Assets and Assumed
Liabilities; provided, that copies of the foregoing other than Tax Returns
that do not relate solely to sales, use or property Taxes with respect to
the Purchased Assets shall be provided to Purchaser upon reasonable
request. "Tax Return" shall mean any return, report or statement that is
filed with or submitted to, or required to be filed with or submitted to,
any Governmental Entity with respect to any Tax (as hereinafter defined)
(including any attachments thereto, and any amendment thereof) including,
but not limited to, any information return, claim for refund, amended
return or declaration of estimated Tax.

(v) Tax Refunds. Any right Seller has with respect to a

refund for or credit of Taxes (as defined herein) that are Excluded
Liabilities. "Taxes" shall mean any domestic or foreign federal, state,
provincial or local taxes, charges, fees, levies, imposts, duties and
governmental fees or other like assessments or charges of any kind
whatsoever, together with any interest or penalty, addition to tax or
additional amount imposed with respect thereto or with respect to any Tax
Return, whether payable by reason of contract, assumption, transferee
liability, operation of law or otherwise (including, but not limited to,
any income, net income, gross income, receipts, windfall profit, severance,
property, inventory and merchandise, business privilege, production, sales,
use, license, excise, registration, franchise, employment, payroll,
withholding, alternative or add-on minimum, intangibles, ad valorem,
transfer, gains, stamp, estimated, transaction, title, capital, paid-up
capital, profits, occupation, premium, value-added, recording, real
property, personal property, federal highway use, commercial rent or
environmental tax).

(vi) Reserved Payments and Reserved Rights. The right to
receive payments under the Leases to the extent such payments are received
on or after the Closing Date but prior to the Cutoff Date and relate to
amounts due under the Leases prior to the Cutoff Date (other than payments
relating to or arising from the early termination of any Lease on or after
the Closing Date) ("Reserved Payments") and the right to enforce lessee's
obligation to make such payments ("Reserved Rights").

(vii) Credit Enhancements. Any Credit Enhancements (as
defined herein) to the extent not relating to any Lease included in the
Purchased Assets.

(viii) Other. Any right, asset or property owned or used
by Seller that is not a Purchased Asset.

SECTION 1.3 Assumed Liabilities.

Purchaser shall assume and thereafter pay, perform or otherwise
discharge, as and when the same shall become due and payable, any liabilities,
obligations or expenses (of any nature or kind, and whether based in common law
or statute or arising under written contract or otherwise, known or unknown,
filed or contingent, accrued or unaccrued, liquidated or unliquidated, real or
potential, now existing or arising on or after Closing) arising out of, due to,
related to or based upon the Purchased Assets that are required to be paid or
performed on or after the Closing Date, including, but not limited to the
obligation to return security deposits that are required to be returned on or
after the Closing Date (the "Assumed Liabilities").

SECTION 1.4 Excluded Liabilities.

Purchaser does not assume or agree to pay, perform or otherwise
discharge any liabilities, obligations or expenses (of any nature or kind, and
whether based in common law or statute or arising under written contract or
otherwise, known or unknown, filed or contingent, accrued or unaccrued,
liquidated or unliquidated, real or potential, now existing or arising at or
after the Closing Date) other than the Assumed Liabilities (the "Excluded
Liabilities"). Without limiting the generality of the foregoing, Purchaser does
not assume or agree to pay, perform or otherwise discharge any liabilities,
obligations or expenses:

(i) under or in respect of any Leases for any
obligation required by the terms thereof to be discharged prior to the
Closing Date (including without limitation any obligation to return a
security deposit prior the Closing Date);

(ii) arising out of a breach or default by Seller at or
prior to the Closing Date (including any liability arising out of any event
occurring at or prior to the Closing Date that with the lapse of time or
the giving of notice, or both, would become a breach or default) under any
Lease;

(iii) which otherwise arise out of or relate to the
performance of the Leases prior to the Closing Date or any condition
existing or event occurring prior to the Closing Date; or

(iv) which is an obligation or liability (x) of Seller
relating to Taxes with respect to the Purchased Assets or otherwise, for
any periods, or portions thereof, ending on or prior to the Cutoff Date,
(y)

for Taxes of Seller, or (z) for Taxes that are the responsibility of Seller
pursuant to Section 1.6.

SECTION 1.5 Purchase Price.

On the Closing Date (as defined herein) and subject to the terms and
conditions set forth in this Agreement, in reliance on the representations,
warranties, covenants and agreements of the parties contained herein and in
consideration of the sale, assignment, transfer, conveyance and delivery of the
Purchased Assets, and in consideration of the Assumption, Purchaser shall pay to
Seller $170,230,865 (the "Purchase Price") in cash by wire transfer of
immediately available funds to an account or accounts designated by Seller,
subject to adjustment pursuant to Section 1.9.

SECTION 1.6 Prorations of Certain Taxes.

(a) Other Taxes. Except as provided in Section 4.3, Seller shall
be responsible for all sales, use and other similar Taxes (other than Taxes
described in Section 1.6(a)) as levied by any foreign, federal, state or local
taxing authority in any jurisdiction with respect to the ownership, use or
leasing of the Purchased Assets for all periods (or portions thereof) ending on
or prior to the Cutoff Date, and Purchaser shall be responsible for all such
Taxes with respect to the ownership, use or leasing of the Purchased Assets for
all periods (or portions thereof) beginning after the Cutoff Date.

(b) Filing of Tax Returns; Time of Payment. With respect to
Taxes described in this Section 1.6, Seller shall duly and timely file (or cause
to be filed) all Tax Returns due on or prior to the Closing Date, and Purchaser
shall duly and timely file (or cause to be filed) all other such Tax Returns.
All Taxes described in this Section 1.6 shall be paid by the party responsible
for such Taxes under this Section 1.6 on or prior to the date that such Taxes
are due.

(c) A party's liability for Taxes under this Section 1.6 shall
arise only to the extent that a lessee under a Lease has not paid the amount of
such Taxes and the amount of such Taxes has not otherwise been collected from
such lessee.

(d) If one party collects a Tax from a lessee under a Lease and
the other party is liable for such Tax under this Section 1.6, then the
collecting party shall promptly remit the amount collected to the other party.

SECTION 1.7 Tax Treatment; Allocation of Purchase Price for Tax
Purposes.

Within 90 days after the determination of the post-closing purchase
price adjustment under Section 1.9, if any, Purchaser shall provide to Seller
copies of a schedule allocating the Purchase Price (and any other items required
to be treated as additional purchase price) among the Purchased Assets in
accordance with the requirements of Section 1060 of the Internal Revenue Code of
1986, as amended (the "Code") and the Treasury regulations promulgated
thereunder (the "Allocation Schedule"). Within 60 days after the receipt of such
Allocation Schedule, Seller shall propose to Purchaser any changes to such
Allocation Schedule or shall indicate its concurrence therewith, which
concurrence shall not be unreasonably withheld. The failure by Seller to propose
any change or to indicate its concurrence within such 60 days shall be deemed to
be an indication of its concurrence with such Allocation Schedule. Each party
hereto agrees (i) to report for all Tax purposes the Acquisition as a purchase
and sale of the Purchased Assets in a manner consistent with the terms of this
Agreement and the allocation agreed to pursuant to this Section 1.7; (ii) to
complete jointly and to file separately Form 8594 with its federal income Tax
Return consistent with such allocation for the Tax year in which the Closing
Date occurs; (iii) that, unless challenged by a Governmental Entity (as defined
herein), no party will take a position on any Tax Return, before any
Governmental Entity charged with the collection of any such Tax or in any
judicial proceeding, that is in any manner inconsistent with the terms of any
such allocation without the consent of the other party; and (iv) to notify the
other party in the event any taxing authority is taking or proposing to take a
position inconsistent with such allocation. If Purchaser and Seller are unable
to resolve any disagreement with respect to the Allocation Schedule, Purchaser
and Seller shall jointly request an independent nationally recognized auditing
firm selected by the parties (the "Tax Settlement Auditor") to resolve any issue
in dispute as soon as possible and shall cooperate with the Tax Settlement
Auditor to resolve such dispute. Promptly, but not later than thirty (30) days
after its appointment, the Tax Settlement Auditor shall make a determination
with respect to all disputed issues (based solely upon information provided by
Purchaser and Seller and not by independent review), which determination shall
be set forth in a written report delivered to Purchaser and Seller. Purchaser
and Seller shall each pay one-half of the fees and expenses of the Tax
Settlement Auditor with respect to such determination. Each of the parties to
this Agreement shall be bound by the decision rendered by the Tax Settlement
Auditor.

SECTION 1.8 Closing.

(a) The sale and purchase of the Purchased Assets and the
consummation of the other transactions contemplated by this Agreement shall take
place (the "Closing") at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx
(Illinois) at 10:00 A.M. Chicago time on the day this Agreement is signed or at
such other place and time as (a) Seller and Purchaser may mutually agree upon in
writing (the day on which the Closing takes place being the "Closing Date").

(b) At the Closing (or where indicated, following the
Closing), Seller shall:

(i) deliver or cause to be delivered to Purchaser
or its designee a duly executed assignment and xxxx of sale,
substantially in the form of Exhibit A attached hereto, transferring
the Purchased Assets to Purchaser;

(ii) cause the originals of each of the lease
schedules included in the Purchased Assets to be segregated and
delivered to Purchaser at a mutually agreed specified location;

(iii) cause copies of each master lease included in
the Purchased Assets, certified by Seller to be true, complete and
correct, to be delivered to Purchaser within seven (7) business days
after the Closing Date;

(iv) cause copies of each (i) letter of credit, or
(ii) Guaranty, to the extent, but only to the extent, relating to any
Lease in the Purchased Assets (collectively, "Credit Enhancements"),
certified by Seller to be true, complete and correct, to be delivered
to Purchaser within seven (7) business days after the Closing Date;

(v) deliver or cause to be delivered to Purchaser
or its designee the guaranty to be entered into between Parent and
Purchaser, substantially in the form of Exhibit B attached hereto,
duly executed by Parent and Purchaser (the "Parent Guaranty");

(vi) deliver or cause to be delivered to Purchaser
or its designee a UCC-1 Financing Statement to be filed in the office
of the Secretary of State of the State of Michigan, in a form
sufficient to perfect the security interest, naming Seller as debtor
and Purchaser as secured party and describing the Leases as
collateral;

(vii) deliver or cause to be delivered to Purchaser
or its designee acknowledgement copies of UCC-1 Financing Statements
previously filed for each lease schedule; and

(viii) deliver or cause to be delivered to Purchaser
or its designee evidence of the release from any Lien incurred on the
Purchased Assets in favor of Citicorp North America, Inc. for the
benefit of the Transferees (as defined herein) pursuant to the Lease
Receivables Transfer Agreement among Seller, Corporate Asset Funding
Company, Inc., Citicorp North America, Inc. and other parties thereto,
dated as of October 20, 1999 (as amended) (the "Lease Receivables
Transfer Agreement").

(i) the Purchase Price by wire transfer in
immediately available funds to an account or accounts designated by
Seller;

(ii) a duly executed assumption agreement,
substantially in the form of Exhibit C, evidencing the assumption by
Purchaser of the Assumed Liabilities;

(iii) a duly acknowledged Parent Guaranty; and

(iv) a completed and executed certificate in a form
substantially similar to Schedule 1.8(c)(iv) (or otherwise as
appropriate for the applicable taxing jurisdiction) for all states
other than Maine.

SECTION 1.10 Post-Closing Purchase Price Adjustment.

(a) During the sixty (60) days following the Closing Date,
each of Seller and Purchaser shall be entitled to perform all procedures and
take any other steps that it deems appropriate to confirm that columns (4), (5),
(6), (7), (8), (9), (10) and (11) from the Data Tape Information are true,
complete and correct and conforms with the terms and conditions of the Leases.
Within such 60-day period, each of Seller and Purchaser may, by delivery of a
writing to the other party, propose changes to the information in such specified
columns of the Data Tape Information ("Proposed Changes") and corresponding
adjustments to the Purchase Price ("Proposed Adjustments"), each calculated as
the increase or decrease in the net book value of the Purchased Assets and the
Assumed Liabilities resulting from the Proposed Change, such change in net book
value to be calculated in accordance with GAAP consistent with Seller's past
practices.

(b) If Seller shall fail to respond to any of Purchaser's
Proposed Changes or Proposed Adjustments within thirty (30) days after receipt
by Seller thereof, Seller shall be deemed to have accepted such Proposed Change
or Proposed Adjustment. If Purchaser shall fail to respond to any of Seller's
Proposed Changes or Proposed Adjustments within thirty (30) days after receipt
by Purchaser thereof, Purchaser shall be deemed to have accepted such Proposed
Change or Proposed Adjustment.

(c) In the event of any dispute between Seller and Purchaser
regarding any Proposed Change or Proposed Adjustment that cannot be resolved
within thirty (30) days after receipt by Seller or Purchaser, as applicable,
thereof, each of Seller and Purchaser shall have the right, upon delivery of
written notice to the other party, to require that such dispute be resolved by a
public accounting firm with nationally recognized auditing expertise, which
shall be jointly selected by Purchaser and Seller and which shall act as an
expert and not as an arbitrator (the "Selected Accounting Firm"). In the event
Seller and Purchaser cannot agree on a Selected Accounting Firm within ten

(10) days of such notice, PricewaterhouseCoopers LLP or its successor shall be
deemed to be the Selected Accounting Firm. The Selected Accounting Firm shall
resolve only issues upon which Purchaser and Seller have been unable to agree.
Seller and Purchaser shall use commercially reasonable efforts to enable the
decision of the Selected Accounting Firm to be rendered within thirty (30)
business days after the appointment of the Selected Accounting Firm. The
decision of the Selected Accounting Firm shall be final and binding upon the
parties.

(d) Each of Seller and Purchaser shall pay its own fees and
expenses in connection with the tasks outlined in this Section 1.9. All fees and
expenses of the Selected Accounting Firm shall be borne pro rata by Seller and
Purchaser in proportion to the allocation of the disputed amount between Seller
and Purchaser by the Selected Accounting Firm, such that the prevailing party
pays a lesser portion, or none, of such fees and expenses.

(e) Promptly but in any event no later than thirty (30) days
following the final resolution of any and all disputed Proposed Changes and
disputed Proposed Adjustments, (i) Seller shall prepare and deliver to Purchaser
a revised Schedule 1.1(a) reflecting all of the undisputed Proposed Changes and
all of the disputed Proposed Changes as resolved pursuant to Section 1.9(c) and
(ii) (x) if the Net Adjustment Amount (as defined below) reflects a net decrease
in the Purchase Price, Seller shall promptly pay the Net Adjustment Amount to
Purchaser by wire transfer of immediately available funds to an account
designated by Purchaser or (y) if the Net Adjustment Amount reflects a net
increase in the Purchase Price, Purchaser shall promptly pay the Net Adjustment
Amount to Seller by wire transfer of immediately available funds to an account
designated by Seller. The "Net Adjustment Amount" shall mean the aggregate net
amount of the undisputed Proposed Adjustments and the disputed Proposed
Adjustments as resolved pursuant to Section 1.9(c), adjusted in accordance and
consistent with the methodology utilized by Seller and Purchaser in calculating
the Purchase Price paid at Closing.

(f) Any payments made pursuant to this Section 1.9 shall be
made by wire transfer of immediately available funds to an account indicated in
writing by the party to receive such funds and shall be accompanied by interest
at the then existing commercial paper rate paid by Purchaser, calculated on the
basis of a year of 365 days for the actual number of days elapsed, accrued from
the Closing Date up to and including the date of payment.

ARTICLE II
REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants to Purchaser as follows (all
such representations and warranties being made as of the Closing Date):

SECTION 2.1 Organization.

Seller is duly organized, validly existing and in good
standing (or its equivalent) under the Laws of its jurisdiction of incorporation
or organization and has all requisite corporate power and authority to own,
lease and operate its properties and to carry on its business as it is now being
conducted, except where the failure to be in good standing would not have a
Seller Material Adverse Effect (as defined herein) or affect the enforceability
of the Leases. Seller is duly qualified or licensed to do business as a foreign
corporation and is in good standing in each jurisdiction in which the nature of
the business conducted by it makes such qualification or licensing necessary,
except where the failure to be so duly qualified, licensed and in good standing
would not have a Seller Material Adverse Effect. As used in this Agreement,
"Seller Material Adverse Effect" means any material adverse change or material
adverse effect (i) in or on the business, financial condition or operations of
Seller or (ii) which would materially hinder, impair or delay Seller's ability
to consummate the transactions contemplated by this Agreement; provided,
however, that, the changes and effects that are generally applicable to (A) the
industries and markets in which Seller operates or (B) the United States and
global economies shall in each case be excluded from the determination of Seller
Material Adverse Effect so long as the changes and effects in (A) and (B) do not
adversely affect Seller disproportionately.

SECTION 2.2 Authorization; Validity of Agreement.

Seller has full corporate power and authority to execute and
deliver this Agreement and to consummate the transactions contemplated hereby.
The execution, delivery and performance by Seller of this Agreement, and the
consummation of the transactions contemplated hereby, have been duly authorized
by Seller and no other corporate proceedings on the part of Seller are necessary
to authorize the execution, delivery and performance by Seller of this Agreement
and the consummation of the transactions contemplated hereby. This Agreement has
been duly executed and delivered by Seller and (assuming due and valid
authorization, execution and delivery hereof by Purchaser) is a valid and
binding obligation of Seller enforceable against Seller in accordance with its
terms, except that (i) such enforcement may be subject to applicable bankruptcy,
insolvency, reorganization, moratorium or other similar laws, now or hereafter
in effect, affecting creditors' rights generally and (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.

SECTION 2.3 Consents and Approvals; No Violations.

Neither the execution, delivery or performance of this
Agreement by Seller nor the consummation by Seller of the transactions
contemplated hereby will (i) violate any provision of the articles of
incorporation or by-laws of Seller; (ii) (A) result in a violation or breach of,
or constitute (with or without due notice or lapse of time or both) a default
under any of the terms, conditions or provisions of any note, bond, mortgage,
indenture, lease, license, contract, agreement or other instrument or obligation
to which Seller is a party or by which Seller or any of its properties or assets
may be bound (or give rise to any right of termination, cancellation or
acceleration), or (B) result

in the creation of any mortgage, pledge, hypothecation, assignment, deposit
arrangement, encumbrance, lien (statutory or otherwise), or preference,
priority, or other security agreement or preferential arrangement of any kind or
nature whatsoever ("Lien"), other than Permitted Liens (as defined herein) upon
the Purchased Assets; (iii) violate any order, writ, judgment, injunction,
decree, law, statute, rule or regulation (collectively, "Law") applicable to
Seller or any of its properties or assets or (iv) require on the part of Seller
any filing or registration with, notification to, or authorization, consent or
approval of, any court, legislative, executive or regulatory authority or agency
(a "Governmental Entity") or any other person or entity, except for filings of
financing statements or other similar interests or documents necessary under the
UCC (or any comparable law) of all appropriate jurisdictions in connection with
the transactions contemplated hereby; except in the case of clause (ii)(A), for
such violations, breaches or defaults which would not have a Seller Material
Adverse Effect.

SECTION 2.4 Litigation.

As of the date hereof, there is no action, suit, proceeding
or, to the knowledge of Seller (as defined herein), action, suit, proceeding, or
investigation threatened, involving Seller with respect to the Purchased Assets
by or before any Governmental Entity or by any third party that is reasonably
likely to have a Seller Material Adverse Effect.

SECTION 2.5 Leases.

(a) Title. Seller has good title to the Leases and has
either (x) good title to the Leased Equipment or (y) a first priority perfected
security interest in the Leased Equipment, in each case free of all Liens,
except for any Permitted Liens. "Permitted Liens" means (A) Liens for Taxes and
assessments (i) which are not yet due and payable or (ii) the validity of which
are being contested in good faith by appropriate proceedings and with respect to
which Seller is maintaining adequate reserves in accordance with United States
generally accepted accounting principles as in effect as the time ("GAAP"); (B)
Liens in favor of Purchaser and Liens in favor of Seller that have been assigned
to Purchaser; (C) Liens related to storage, work, labor or usage or other Liens
arising by operation of law, in each case that arise by, through or under Seller
and are incurred in the ordinary course of business and not in connection with
the borrowing of money; (D) with respect to the Leased Equipment, the interest
of a lessee in such Leased Equipment under the related Lease (including the
quiet enjoyment rights of such lessee); (E) with respect to Leased Equipment,
any Liens specifically permitted under the applicable Lease; and (F) Liens
created pursuant to the Lease Receivables Transfer Agreement that will be
immediately released upon the transactions contemplated by this Agreement.

(b) Enforceability. Each Lease is valid, binding and
enforceable against Seller in accordance with its terms, subject to applicable
bankruptcy, insolvency, reorganization or similar laws affecting the
enforceability generally of the rights of creditors or lessors. Each Lease is
valid, binding and enforceable against the lessee thereunder in accordance with
its terms, subject to applicable bankruptcy, insolvency,

reorganization or similar laws affecting the enforceability generally of the
rights of creditors or lessors, and Seller has not taken any action that gives
rise to any defenses, claims or set-offs of any nature and, to the knowledge of
Seller, there is no basis for any defenses, claims or set-offs of any nature.

(c) Net Lease. Each Lease is a net lease and contains a
"hell or high water" provision substantially in the form of Exhibit 2.5(c).

(d) Acceptance. The lessee under each Lease has
unconditionally and irrevocably accepted the Leased Equipment identified in such
Lease.

(e) No Defaults. No "Default" (as defined in the applicable
Lease) resulting from the failure of the applicable lessee to make any payment
of "Periodic Rent" (as defined in the applicable Lease) for more than thirty
(30) days after the due date thereof under a Lease has occurred and is
continuing under any such Lease. Seller has not defaulted under any Lease.

(f) Entire Agreements. As of the Closing Date, each of the
Leases and the Credit Enhancements (if any), constitute the entire agreement
between Seller and the applicable lessee in respect of the subject Leased
Equipment, and no waivers or consents, oral or written, have been granted with
respect to any Lease or Credit Enhancement since March 25, 2002.

(g) Business Use. Each Lease was originated in connection
with the transfer of one or more units of new or used Leased Equipment for
commercial, industrial or other business use.

(h) Lease Origination. Each Lease was either originated or
the interests therein acquired by Seller in the ordinary course of business, in
a bona fide transaction.

(i) Absence of Prepayment. Except as may be set forth on the
data tape delivered to Purchaser with regard to the Purchased Assets as of April
30, 2002, no rental, installment or other amount on each Lease that has a due
date after the Cutoff Date has been prepaid.

(j) Compliance with Applicable Law. The actions and
activities of Seller in connection with the origination and administration of
each Lease and the Credit Enhancements (if any) complied with all applicable
state, federal, local and other laws, rules, regulations and requirements with
respect to the creation of such obligation, the billing or collection of
discounts, fees or similar charges, the amount of interest or other charges
which may be collected and the disclosure of discounts, fees, interest or other
charges.

(k) Litigation. There are no claims, suits, actions,
administrative, arbitration or other proceedings or governmental investigations,
including, without limitation, any counterclaims or claims by any lessee,
pending or, to the knowledge of Seller, threatened against Seller relating to
the Leases or the

acquisition, collection or administration of the Leases. Seller has not received
any notice of, nor to the knowledge of Seller, is there any valid basis for any
claim against or assertion of liability against Seller relating to the Leases,
or the acquisition, collection or administration thereof. Seller has not been
the subject of any proceeding, nor to the knowledge of the Seller, has there
been any investigation by or before any regulatory authority in connection with
the Seller's business practices with respect to the Leases, or the acquisition,
collection or administration thereof.

(l) Down Payments and Advances. Any down payment or advance
rental due on or before the Closing Date that may be required on the Leased
Equipment related to each Lease has been fully paid.

(m) Prior Assignments; Transfer of Title. Seller has not
previously assigned, sold or hypothecated any interest in any Lease except for
any assignment, sale or hypothecation pursuant to the Lease Receivables Transfer
Agreement, and upon consummation of the transactions contemplated hereby,
Purchaser will be vested with all right, title and interest of Seller in and
under any Lease and will be entitled to all of the benefits due and owing to
Seller under the Leases and its proportionate share of all rights and benefits
to the Credit Enhancements as provided in the Intercreditor Agreement between
Seller and Purchaser dated as of May 24, 2002 (the "Intercreditor Agreement").

(n) Letters of Credit. Attached hereto as Schedule 2.5(n) is
a list of each letter of credit that is in effect as of the Closing Date which
has been issued for the benefit of Seller to secure the payment or repayment of
any amount under or in connection with any Lease, listing the issuer thereof,
the maximum amount drawable thereunder or principal amount thereof, and the
expiration or maturity date thereof and upon consummation of the transactions
contemplated hereby, Purchaser will be entitled to its proportional share of all
rights and benefits of Seller thereunder as provided in the Intercreditor
Agreement.

(o) Security Deposits/Prepayments. Any security deposits and
prepaid payments on the Leases collected by Seller have been applied to reduce
the "Book Value" of the Leases as set forth on column (8) of Schedule 1.1(a)
hereto.

(p) Insurance. The Leases and the Credit Enhancements
require that the Leased Equipment be properly insured by the lessee and to the
knowledge of Seller there are no pending claims by or through any lessee against
the manufacturer or supplier of any of the Leased Equipment based on express or
implied warranties, product liability or otherwise.

SECTION 2.6 Financial Information.

(a) Financial Statements. Seller has delivered or made
available to Purchaser copies of the internally prepared and consolidated
quarterly financial statements of Seller for the period beginning February 26,
1999 through February 22, 2002 (the "Financial Statements"). The Financial
Statements have been prepared in

accordance with GAAP applied on a basis consistent throughout the periods
covered thereby and present fairly in all material respects the financial
condition of Seller for such periods.

(b) Data Tape Information. The information on fields (1)
through (11) on Schedule 1.1(a) is true, correct, complete and accurate in all
respects as of the Closing Date; and the information on fields (12) through (16)
on Schedule 1.1(a) is true, correct, complete and accurate in all respects as of
May 15, 2002 (collectively, the "Data Tape Information").

SECTION 2.7 Brokers or Finders.

Seller represents that no agent, broker, investment banker,
financial advisor or other firm or person is or will be entitled to any brokers'
or finders' fee or any other commission or similar fee in connection with any of
the transactions contemplated by this Agreement, except Xxxxxxx, Xxxxx & Co.,
whose fees and expenses will be paid by Seller in accordance with Seller's
agreement with such firm.

SECTION 2.8 Taxes.

(a) Seller (i) has timely filed (or there has been timely
filed on its behalf) with the appropriate Governmental Entities all material Tax
Returns required to be filed with respect to the Purchased Assets, and all such
Tax Returns are true, complete and correct in all material respects, and (ii)
has paid (or there has been paid on its behalf) all material Taxes with respect
to the Purchased Assets due and payable or claimed or asserted by any
Governmental Entity to be due from it or has provided for all such Taxes on its
books and records and in accordance with GAAP, including, without limitation, in
the Financial Statements, where, in each case, the failure to pay such Tax or to
file such Tax Return would reasonably be expected to result in a material lien
on the Purchased Assets. With respect to any period for which such Tax Returns
have not yet been filed, or for which such Taxes are not yet due or owing,
Seller has made due and sufficient current accruals for such Taxes on its books
and records and in accordance with GAAP, including without limitation the
Financial Statements.

(b) To the knowledge of Seller, no written claim has been
made by a taxing authority in a jurisdiction where Seller does not file a Tax
Return to the effect that Seller is or may be subject to taxation in that
jurisdiction with respect to any Purchased Asset.

(c) Seller has withheld and paid over to the appropriate
Governmental Entity all material amounts of Taxes required to be withheld with
respect to the Purchased Assets.

(d) There are no material liens for Taxes upon the Purchased
Assets except for liens arising as a matter of law relating to current Taxes not
yet due and payable or Taxes being contested in good faith by appropriate
proceedings.

(e) Seller is not a "foreign person" within the meaning of
Section 1445 of the Code.

(f) Schedule 2.8(f) sets forth each of the Purchased Assets
that Seller has treated as (i) being owned by another person pursuant to the
provisions of Section 168(f)(8) of the Internal Revenue Code of 1954, as amended
and in effect immediately prior to the enactment of the Tax Reform Act of 1986,
(ii) "tax-exempt use property" within the meaning of Section 168(h)(1) of the
Code, (iii) "tax-exempt bond financed property" within the meaning of Section
168(g)(5) of the Code, (iv) "limited use property" (as the term is used in Rev.
Proc. 2001-28), (v) "predominantly used outside the United States" within the
meaning of Section 168(g)(1)(A) of the Code or (vi) subject to any provision of
Law comparable to the foregoing. Except as set forth on Schedule 2.8(f), Seller
has treated each Lease as a "true lease" for United States federal income tax
purposes and, except as set forth on Schedule 2.8(f), such treatment has not
been challenged by the IRS or any other Governmental Entity in a notice of
proposed adjustments or notice of deficiency. Seller has no current plan or
intention to amend any of its Tax Returns in which amendment it would take a
position contrary to any set forth on Schedule 2.8(f).

(g) To Seller's actual knowledge without inquiry, Purchaser
shall not be required to withhold or deduct any amount with respect to Taxes
upon the transfer of the Purchased Assets to Purchaser.

(h) Schedule 2.8(h) contains a list all Leases that, based
on information provided by the lessees, are exempt from sales, use and similar
Taxes.

(i) The representations and warranties set forth in this
Section 2.8 shall constitute Seller's only representations and warranties with
respect to Taxes.

SECTION 2.9 No Other Representations or Warranties.

EXCEPT AS SPECIFICALLY AND EXPRESSLY SET FORTH IN THIS AGREEMENT,
(I) SELLER MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN
EQUITY, RELATING TO THE PURCHASED ASSETS, OR THE ASSUMED LIABILITIES, INCLUDING,
WITHOUT LIMITATION, ANY REPRESENTATION OR WARRANTY AS TO VALUE, MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE OR FOR ORDINARY PURPOSES, OR ANY OTHER MATTER,
(II) SELLER MAKES NO, AND HEREBY DISCLAIMS ANY, OTHER REPRESENTATION OR WARRANTY
REGARDING THE PURCHASED ASSETS OR THE ASSUMED LIABILITIES AND (III) THE
PURCHASED ASSETS AND THE ASSUMED LIABILITIES BEING TRANSFERRED TO PURCHASER ARE
CONVEYED ON AN "AS IS, WHERE IS" BASIS AS OF THE CLOSING, AND PURCHASER SHALL
RELY UPON ITS OWN EXAMINATION THEREOF. IT IS ACKNOWLEDGED AND AGREED THAT NO
REVIEW OR INVESTIGATION BY PURCHASER SHALL BE DEEMED TO LIMIT OR OTHERWISE
QUALIFY ANY OF SELLER'S REPRESENTATIONS OR WARRANTIES TO PURCHASER OR OTHERWISE

LIMIT OR IMPAIR ANY RIGHT PURCHASER HAS WITH RESPECT TO SELLER INCLUDING,
WITHOUT LIMITATION, PURSUANT TO ARTICLE V HEREOF.

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF PURCHASER

Purchaser represents and warrants to Seller as follows (all such
representations and warranties being made as of the Closing Date):

SECTION 3.1 Organization.

Purchaser is duly organized, validly existing and in good
standing (or its equivalent) under the laws of its jurisdiction of incorporation
or organization and has all requisite corporate power and authority to own,
lease and operate its properties and to carry on its business as it is now being
conducted, except where the failure to be so organized, existing and in good
standing or to have such power and authority would not have a Purchaser Material
Adverse Effect (as defined herein). As used in this Agreement, "Purchaser
Material Adverse Effect" means any material adverse change or material adverse
effect (i) in or on the business, financial condition or operations of Purchaser
and its Subsidiaries (as defined herein), taken as a whole; or (ii) which would
materially hinder, impair or delay Purchaser's ability to consummate the
transactions contemplated by this Agreement; provided, however, that the changes
and effects that are generally applicable to (A) the industries and markets in
which Purchaser and its Subsidiaries operate or (B) the United States and global
economies shall in each case be excluded from the determination of Purchaser
Material Adverse Effect so long as the changes and effects in (A) and (B) do not
adversely affect Purchaser disproportionately. As used in this Agreement, the
word "Subsidiary" means, with respect to any party, any corporation, partnership
or other entity or organization, whether incorporated or unincorporated, of
which (i) such party or any other Subsidiary of such party is a general partner
(excluding such partnerships where such party or any Subsidiary of such party
does not have a majority of the voting interest in such partnership) or (ii) at
least a majority of the securities or other interests having by their terms
ordinary voting power to elect a majority of the Board of Directors or others
performing similar functions with respect to such corporation or other
organization is directly or indirectly owned or controlled by such party or by
any one or more of its Subsidiaries, or by such party and one or more of its
Subsidiaries.

SECTION 3.2 Authorization; Validity of Agreement.

Purchaser has full corporate power and authority to execute and
deliver this Agreement and to consummate the transactions contemplated hereby.
The execution, delivery and performance by Purchaser of this Agreement, and the
consummation of the transactions contemplated hereby, have been duly authorized
and no other corporate proceedings on the part of Purchaser are necessary to
authorize the execution, delivery and performance by Purchaser of this Agreement
and the consummation of the transactions contemplated hereby. This Agreement has
been duly executed and delivered

by Purchaser and (assuming due and valid authorization, execution and delivery
hereof by Seller) is a valid and binding obligation of Purchaser enforceable
against it in accordance with its terms, except that (i) such enforcement may be
subject to applicable bankruptcy, insolvency, reorganization, moratorium or
other similar laws, now or hereafter in effect, affecting creditors' rights
generally and (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.

SECTION 3.3 Consents and Approvals; No Violations.

Except as described in this Agreement, neither the execution,
delivery or performance of this Agreement by Purchaser nor the consummation by
Purchaser of the transactions contemplated hereby will (i) violate any provision
of the articles of incorporation or by-laws of Purchaser; (ii) result in a
violation or breach of, or constitute (with or without due notice or lapse of
time or both) a default (or give rise to any right of termination, cancellation
or acceleration) or result in the creation of any Lien upon the Purchased Assets
under, any of the terms, conditions or provisions of any note, bond, mortgage,
indenture, lease, license, contract, agreement or other instrument or obligation
to which Purchaser or any of its Subsidiaries is a party or by which any of them
or any of their properties or assets may be bound; (iii) violate any Law
applicable to Purchaser, any of its Subsidiaries or any of their properties or
assets; or (iv) require on the part of Purchaser any filing or registration
with, notification to, or authorization, consent or approval of, any
Governmental Entity; except in the case of clauses (ii), (iii) or (iv) for such
violations, breaches or defaults which, or filings, registrations,
notifications, authorizations, consents or approvals, the failure of which to
obtain would not have a Purchaser Material Adverse Effect and would not
materially adversely effect the ability of Purchaser to consummate the
transactions contemplated by this Agreement.

SECTION 3.4 Brokers or Finders.

Purchaser represents, as to itself, its Subsidiaries and its
Affiliates, that no agent, broker, investment banker, financial advisor or other
firm or person is or will be entitled to any brokers' or finders' fee or any
other commission or similar fee in connection with any of the transactions
contemplated by this Agreement.

SECTION 3.5 To Purchaser's actual knowledge without inquiry,
Purchaser shall not be required to withhold or deduct any amount with respect to
Taxes upon the transfer of the Purchased Assets to Purchaser.

ARTICLE IV
COVENANTS

SECTION 4.1 Publicity.

The initial press releases with respect to the execution of this
Agreement shall be reasonably acceptable to Purchaser and Seller and shall not
disclose the Purchase Price unless specifically agreed to by Purchaser and
Seller. Thereafter, so long as this Agreement is in effect, neither Purchaser
nor Seller nor any of their respective Affiliates shall issue or cause the
publication of any press release with respect to the transactions contemplated
hereby or this Agreement or disclose the Purchase Price without the prior
written consent of the other party, except as may be required by law or by any
listing agreement with a national securities exchange, in which case the
disclosing party shall give the other party prior written notice of such
disclosure.

SECTION 4.2 Further Assurances.

Each of the parties hereto agrees to use its commercially
reasonable efforts to take, or cause to be taken, all action, and to do, or
cause to be done, all things necessary, proper or advisable to consummate and
make effective the transactions contemplated by this Agreement.

SECTION 4.3 Transfer Taxes.

Notwithstanding anything to the contrary contained herein,
Purchaser and Seller shall share responsibility equally for the timely payment
of all sales (including, without limitation, bulk sales), use, value added,
documentary, stamp, gross receipts, registration, transfer, conveyance, excise,
recording, UCC filing fees, UCC search fees and other UCC related costs, license
and other similar Taxes, together with any interest or penalty, addition to Tax
or additional amount imposed with respect thereto (provided, however, that each
party shall be responsible for all penalties attributable to its failure to duly
and timely file the Tax Returns it bears the responsibility for filing under
this Section 4.3) and fees ("Transfer Taxes"), arising out of or in connection
with or attributable to the transactions effected pursuant to this Agreement;
provided, however, that with respect to Taxes this Section 4.3 shall apply only
to Taxes that would not have been imposed but for the transactions effected
pursuant to this Agreement. To the extent permitted by applicable Law, Purchaser
shall prepare and duly and timely file all Tax Returns in respect of such
Transfer Taxes; provided, however, that any such Tax Returns shall be subject to
the approval of Seller, which approval shall not be unreasonably withheld or
delayed. Seller shall prepare and duly and timely file all Tax Returns in
respect of such Transfer Taxes that Purchaser is not permitted to file under
applicable Law; provided, however, that any such Tax Returns shall be subject to
the approval of Purchaser, which approval shall not be unreasonably withheld or
delayed. Within ten (10) days of receiving any Tax Return in respect of such
Transfer Taxes, the nonfiling party shall remit fifty percent (50%) of the
amount of the Transfer Taxes shown on such Tax Return to the filing party
(subject to the first proviso in the third preceding sentence). In the event of
any audit or examination of any Tax Return in respect of such Transfer

Taxes, Seller and Purchaser shall cooperate with each other and neither Seller
nor Purchaser shall consent to the settlement of any such audit without the
consent of the other party, which consent shall not be unreasonably withheld.
The parties agree to cooperate to mitigate any such Taxes.

SECTION 4.4 Master Leases.

(a) Seller will make the original copies of (i) the master
leases which are included in the Purchased Assets; and (ii) the shared Credit
Enhancement documents available to Purchaser as necessary for enforcement
purposes.

(b) Seller will not take any action that would render (i)
the master leases that are included in the Purchased Assets; or (ii) the Credit
Enhancements invalid or unenforceable by Purchaser in whole or in part or create
offsets or defenses to enforcement.

SECTION 4.5 Lease Schedules.

Purchaser will make the original copies of the lease schedules
included in the Purchased Assets available to Seller as necessary for the
enforcement of payments due between the Closing Date and the Cutoff Date.

SECTION 4.6 Access to Lease Files.

From the Closing Date until the Leases are terminated, Seller
will (a) permit Purchaser and its officers, employees, counsel, accountants,
financial advisors, consultants and other representatives (collectively,
"Representatives") to have reasonable access, upon reasonable prior notice and
during normal business hours, to Seller and such of the then current officers
and employees of Seller who, prior to the Closing Date, had primary
responsibility for the Purchased Assets, for the purpose of obtaining
information about the Purchased Assets, and examining and copying the lease
files relating thereto, but only to the extent that such access does not
unreasonably interfere with the operation of Seller's business and (b) furnish
Purchaser and its Representatives with all such information and data concerning
the Purchased Assets as Purchaser or its Representatives reasonably may request
in connection with such investigation, except to the extent that furnishing any
such information or data that in its reasonable judgment would result in any
violation of Law or violate any of Seller's obligations with respect to
confidentiality if Seller shall have used reasonable best efforts to obtain, but
shall not have been successful in obtaining, the consent of such third party to
such inspection or disclosure; provided that Purchaser shall conduct the
activities contemplated by this Section 4.6 at its own expense, including, but
not limited to, photocopying expenses; provided, further, that Buyer and such
representatives comply with the confidentiality obligations contained herein and
in the Confidentiality Agreement.

SECTION 4.7 Notice of Amended Tax Returns.

Seller shall notify Purchaser upon its amendment of any Tax
Return, in which such amendment it takes a position contrary to that set forth
in Schedule 2.8(f).

SECTION 4.8 Cooperation with Respect to Tax Returns.

Purchaser and Seller agree to furnish or cause to be furnished to
each other, at the requesting party's expense, as promptly as practicable, such
information (including access to books and records) including relevant,
non-confidential data on which basis it has filed or files its Tax Returns and
assistance, including making employees available on a mutually convenient basis
to provide additional information and explanations of any material provided
relating to the Purchased Assets as is reasonably necessary for the filing of
any Tax Return, for the preparation for any audit, and for the prosecution or
defense of any claim, suit or proceeding relating to any adjustment or proposed
adjustment with respect to Taxes or any appraisal of the Purchased Assets;
provided, however, that nothing in this Agreement shall require either party to
provide, furnish or disclose the contents of its income Tax Returns (or those of
any of its affiliates). Each party shall retain in its possession all of its
sales, use, property and similar ad valorem Tax Returns and Tax records relating
to the Purchased Assets that may reasonably be expected to be relevant to a
claim for Taxes relating to the Purchased Assets until sixty (60) days after the
relevant statute of limitations (including extensions) has expired, provided,
however, that either party may dispose of such items if prior to the disposition
such party gives the other a reasonable opportunity to take possession of such
materials at the other's expense. During the period that the parties retain such
items in their respective possessions, each shall provide the other reasonable
access to (including the right to make copies of) such items.

ARTICLE V
INDEMNIFICATION

SECTION 5.1 Indemnification.

(a) Indemnification by Seller. Subject to the limits set
forth in this Section 5.1, Seller agrees to indemnify, defend and hold
Purchaser, its Affiliates, officers, directors, employees, agents, successors
and assigns (each, a "Purchaser Indemnified Party") harmless from and in respect
of any and all losses, damages, costs and reasonable expenses (including,
without limitation, reasonable expenses of investigation and defense fees and
disbursements of counsel and other professionals, but excluding any
consequential damages), (collectively, "Losses"), that any of them may incur
arising out of, due to, related to or based upon (i) any inaccuracy of any
representation or the breach of any warranty on the part of Seller contained in
this Agreement; (ii) any nonfulfillment of or failure to perform any covenant or
agreement on the part of Seller contained in this Agreement, the Intercreditor
Agreement, or the Lease Services Agreement between Purchaser and Seller dated as
of May 24, 2002 (the "Servicing Agreement"); or (iii) any Excluded Assets or
Excluded Liabilities; provided, that "Losses" shall include consequential
damages required to be paid by any Purchaser Indemnified Party to any person or
entity other than Seller or any of its Affiliates arising out of an action or
proceeding by such person or entity, which damages shall be deemed to be direct
damages to such Purchaser Indemnified Party). Seller shall indemnify Purchaser
for the amount of Losses arising out of, due to, related to or based upon the

inaccuracy of any representation or warranty set forth in Section 2.8 (Taxes)
without regard to qualifications of such representations and warranties by
materiality. Notwithstanding the foregoing, if and to the extent that Purchaser
shall adjust the Purchase Price based on a correction of the Data Tape
Information pursuant to Section 1.9, then Purchaser shall have no rights under
this Article V with respect to the discrepancy in the Data Tape Information that
gave rise to the adjustment.

(b) Tax Indemnification by Seller. Seller shall indemnify,
defend and hold each Purchaser Indemnified Party harmless from and against any
and all Losses that any of them may incur arising out of, due to, related to or
based on:

(i) any and all sales, use or other similar Taxes
required to be collected in respect of any Lease during the 3 months
following the Cutoff Date if (i) such Tax is not being collected by
Purchaser in respect of the Lease pursuant to the Purchaser's reliance
on an applicable exemption from such Tax, and (ii) such exemption from
Tax is dependent upon receipt of a properly executed form or statement
indicating that the transaction covered by the Lease is exempt from
any sales, use or similar Tax;

(ii) any liability for sales, use or other similar
Taxes assessed in respect of any Lease after the Cutoff Date where
such Taxes were erroneously paid at the inception of such Lease; and

(iii) any claim by a lessee under a Lease in respect of
sales, use, or other similar Tax paid on or prior to the Cutoff Date.

The parties agree to cooperate at Seller's sole expense to mitigate
(and/or recover from the relevant Governmental Entities) any amounts
for which Seller is obligated to indemnify Purchaser under this
Section 5.1(b).

(c) Indemnification by Purchaser. Subject to the limits set
forth in this Section 5.1, Purchaser agrees to indemnify, defend and
hold Seller, its Affiliates, officers, directors, employees, agents,
successors and assigns (each a "Seller Indemnified Party") harmless
from and in respect of any and all Losses that any of them may incur
arising out of, due to, related to or based upon (i) any inaccuracy of
any representation or the breach of any warranty on the part of
Purchaser contained in this Agreement; (ii) any nonfulfillment of or
failure to perform any covenant or other agreement on the part of
Purchaser contained in this Agreement, the Intercreditor Agreement or
the Servicing Agreement; or (iii) any Assumed Liabilities.

(d) Limits. Notwithstanding anything to the contrary
contained in this Agreement, the Purchaser Indemnified Parties shall be entitled
to recover from Seller, and the Seller Indemnified Parties shall be entitled to
recover from Purchaser, under this Article V (i) only to the extent that the
Purchaser Indemnified Parties or the Seller Indemnified Parties have suffered,
incurred, sustained or become subject to Losses in excess of $500,000 in the
aggregate (the "Basket"); and (ii) only to a maximum of

$40 million (the "Cap"). Notwithstanding the foregoing, indemnification for the
representations and warranties set forth in Sections 2.1, 2.2, 2.5(a), 2.5(b),
2.6(b), 2.8, 3.1 and 3.2 and indemnification pursuant to Sections 5.1(a)(ii),
5.1(a)(iii), 5.1(b), 5.1(c)(ii), 5.1(c)(iii) and 5.5 shall not be subject to the
limitations of this Section 5.1(d). All claims for indemnification with respect
to Taxes must be asserted in a written notice, describing the claim in
reasonable detail, the basis on which the indemnification is sought and
accompanied by all written materials relating to such claim.

(e) Survival of Representations and Warranties. The several
representations and warranties of the parties contained in this Agreement or in
any instrument delivered pursuant hereto will survive for a period of twenty-one
(21) months from the Closing Date; provided, however, that such representations
or warranties shall survive beyond such period with respect to any inaccuracy
therein or breach thereof, notice of which shall have been duly given within
such period in accordance with Section 5.1(f) hereof; provided, further, that
the representations contained in Section 2.8, the indemnification provided for
in Sections 5.1(b) and 5.5, and the covenants set forth in Sections 4.3, 4.7 and
4.8 shall survive until the expiration of the applicable statute of limitations
(as the same may be extended) and thereafter solely with respect to any claim
relating thereto that is asserted by an Indemnified Party to Seller prior to the
expiration of such time, until final resolution thereof. Notwithstanding the
foregoing, indemnification for the representations and warranties set forth in
Sections 2.1, 2.2, 2.5(a), 2.5(b), 2.6(b), 3.1 and 3.2 and indemnification
pursuant to Sections 5.1(a)(ii), 5.1(a)(iii), 5.1(c)(ii) and 5.1(c)(iii) shall
not be subject to the limitations of this Section 5.1(e).

(f) Notice and Opportunity to Defend. If there occurs an
event which a party (an "Indemnified Party") asserts is an indemnifiable event
pursuant to Section 5.1(a) or (b) (except, in each case, as relates to claims
that are governed by Section 5.1(g)) or 5.1(c), the Indemnified Party shall
notify the other party obligated to provide indemnification (an "Indemnifying
Party") promptly. If such event involves (i) any claim or (ii) the commencement
of any action or proceeding by a third person, the Indemnified Party will give
such Indemnifying Party prompt written notice of such claim or the commencement
of such action or proceeding. The failure to provide prompt notice as provided
herein will relieve the Indemnifying Party of its obligations hereunder only to
the extent that such failure materially and adversely prejudices the
Indemnifying Party hereunder. In case any such action shall be brought against
any Indemnified Party and it shall notify the Indemnifying Party of the
commencement thereof, the Indemnifying Party shall be entitled to participate
therein and, if the Indemnifying Party shall provide the Indemnified Party with
written acknowledgement of its liability for the indemnity against Losses
relating to such claim, to the extent that it shall wish, to assume the defense
thereof and, after notice from the Indemnifying Party to the Indemnified Party
of such election so to assume the defense thereof, the Indemnifying Party shall
not be liable to the Indemnified Party for any legal expenses of other counsel
or any other expenses subsequently incurred by the Indemnified Party in
connection therewith. The Indemnified Party agrees to cooperate with the
Indemnifying Party and its counsel in the defense against any such asserted
liability. If the Indemnifying Party assumes the defense of such asserted
liability, the Indemnified Party shall have the right to participate at its own
expense in such defense. No Indemnifying Party shall consent to the entry of any

judgment or enter into any settlement without the consent of the Indemnified
Party (A) if such judgment or settlement does not include as an unconditional
term thereof the giving by each claimant or plaintiff to each Indemnified Party
of a release from all liability in respect to such claim, (B) if such judgment
or settlement would result in the finding or admission of any violation of Law,
(C) if such judgment or settlement involves injunctive relief or (D) if the
damages fall within the Basket or are in excess of the Cap. This Section 5.1(f)
shall not apply to claims governed by Section 5.1(g), which shall be governed
solely and exclusively by the provisions thereof.

(g) Notice and Opportunity to Defend (Taxes).

(i) Purchaser shall promptly notify Seller in writing
upon receipt by Purchaser of notice of any pending or threatened
audits or assessments relating to Taxes for which Seller could be
required to indemnify any Purchaser Indemnified Party pursuant to this
Agreement; provided, however, that the failure to so notify Seller
will not relieve Seller of any liability that it may have to any
Purchaser Indemnified Party, except to the extent that Seller's
ability to defend such audits or assessments is materially and
adversely prejudiced thereby.

(ii) Seller shall have the right to control any audit
or administrative or court proceeding to the extent such audit or
administrative or court proceeding relates to liability with respect
to Taxes for which it is or may be liable under this Agreement, other
than with respect to Taxes that are indemnifiable by Seller pursuant
to Section 5.1(b). Notwithstanding the foregoing, Seller shall not be
entitled to settle, either administratively or after the commencement
of litigation, any claim for any Taxes which could reasonably be
expected to affect the Tax liability of Purchaser for any period after
the Cutoff Date without the prior written consent of Purchaser (which
consent shall not be unreasonably withheld or delayed). Unless and
until Seller elects to assume the defense of any claim for Taxes,
Purchaser shall be entitled to participate in such defense at
Purchaser's own expense, but in no event will the Purchaser consent to
the entry of any judgment or enter into any settlement with respect to
such Taxes without the prior written consent of Seller, which shall
not be unreasonably withheld or delayed.

(iii) Purchaser shall have control over any audit or
administrative or court proceeding over which Seller does not have
control pursuant to Section 5.1(g)(ii); provided, however, that Seller
shall have the right to participate, at Seller's own expense, in any
such audit or administrative or court proceeding to the extent such
audit or administrative or court proceeding relates to Taxes with
respect to which it may be required to indemnify Purchaser Indemnified
Parties pursuant to this Agreement. In no event shall Purchaser
consent to the entry of any judgment or enter into any settlement in
any such audit or administrative or court proceeding that would result
in an increase in the amount of the

Seller's liability with respect to Taxes hereunder without the prior
written consent of Seller, which shall not be unreasonably withheld or
delayed.

This Section 5.1(g) shall apply to claims for Taxes by any
Governmental Entity.

(h) Mitigation. To the extent required by Law, each
Indemnified Party shall consult and cooperate with the Indemnifying Party and
shall take all other actions as may be reasonably required or necessary to
mitigate, to the extent practicable, Losses in connection with claims for which
an Indemnified Party seeks indemnification under this Section 5.1.

SECTION 5.2 Subrogation.

After payment paid pursuant to Section 5.1(a) or Section 5.1(b)
(an "Indemnity Payment") is made to any Indemnified Party pursuant to Section
5.1, the Indemnifying Party shall, to the extent of such Indemnity Payment, be
subrogated to all rights (if any) of the Indemnified Party against any third
party in connection with the Losses to which such Indemnity Payment relates.
Without limiting the generality of the preceding sentence, any Indemnified Party
receiving an Indemnity Payment pursuant to Section 5.1 shall execute, upon the
written request of the Indemnifying Party, any instrument reasonably necessary
to evidence such subrogation rights.

SECTION 5.3 Adjustment to Purchase Price.

Seller and Purchaser agree that any Indemnity Payment hereunder
shall be treated as an adjustment to the Purchase Price and/or the Assumed
Liabilities for all Tax purposes, as appropriate except to the extent that a
contrary treatment is required by Law.

SECTION 5.4 Exclusive Remedies.

Purchaser and Seller acknowledge and agree that (i) following the
Closing, the indemnification provisions of Article V shall be the sole and
exclusive remedies of Purchaser and Seller for any misrepresentation or breach
by the other party of the representations and warranties in this Agreement, and
for any nonfulfillment or failure by the other party to perform and comply with
any covenants and agreements that, by their terms, were to have been performed
or complied with by such party; and (ii) anything herein to the contrary
notwithstanding, no breach of any representation or warranty, or failure to
perform or nonfulfillment of any covenant or agreement contained herein shall
give rise to any right on the part of Purchaser or Seller, after the
consummation of the transactions contemplated by this Agreement, to rescind this
Agreement or any of the transactions contemplated hereby, provided, however,
that nothing herein is a waiver of any claims for fraud.

SECTION 5.5 Tax Benefit; Insurance.

Seller and Purchaser agree that the amount of any Losses payable
under this Agreement shall take into account amounts actually recovered by the
Indemnified

Party under applicable third-party insurance payable to or for the benefit of
the Indemnified Party in connection with the facts giving rise to the right of
indemnification. If, notwithstanding the treatment described in Section 5.3, any
Indemnity Payment hereunder is determined to be taxable to an Indemnified Party
by any Governmental Entity, the Indemnifying Party shall indemnify such
Indemnified Party for any Taxes payable by reason of the receipt of such
Indemnity Payment (including any payments under this Article V) net of the
reasonably anticipated Tax benefits attributable to the Losses as to which such
Indemnity Payment is made.

SECTION 5.6 Set-Off.

Neither Seller nor Purchaser shall have any right to set-off any
Losses against any payments to be made by such party pursuant to this Agreement,
except as otherwise expressly provided herein.

ARTICLE VI
MISCELLANEOUS

SECTION 6.1 Amendment and Modification.

This Agreement may be amended, modified and supplemented in any
and all respects only by written agreement of the parties hereto at any time
after the Closing with respect to any of the terms contained herein.

SECTION 6.2 Notices.

All notices, consents and other communications hereunder shall be
in writing and shall be deemed to have been duly given (a) when delivered by
hand or by Federal Express or a similar overnight courier to, or (b) when
successfully transmitted by telecopier to, the party for whom intended, at the
address or telecopier number for such party set forth below (or at such other
address or telecopier number for a party as shall be specified by like notice,
provided, however, that any notice of change of address or telecopier number
shall be effective only upon receipt):

(a) if to Purchaser, to:

General Electric Capital Corporation,
Commercial Equipment Finance
00 Xxx Xxxxxxxxx Xxxx
Xxxxxxx, XX 00000-0000
Telephone No. (000) 000-0000
Telecopy No. (000) 000-0000
Attention: Business General Counsel

with a copy to:

Weil, Gotshal & Xxxxxx LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Telephone No. (000) 000-0000
Telecopy No. (000) 000-0000
Attention: Xxxx X. Xxxxxxx

(b) if to Seller, to:

Steelcase Financial Services Inc.
000-00xx Xxxxxx, X.X.
Xxxxx Xxxxxx, Xxxxxxxx 00000
Telephone No. (000) 000-0000
Telecopy No. (000) 000-0000
Attention: Xxxxxx X. Xxxxxxxx, Chief Financial Officer

with a copy to:

Steelcase Inc.
000-00xx Xxxxxx, X.X.
Xxxxx Xxxxxx, Xxxxxxxx 00000
Telephone No. (000) 000-0000
Telecopy No. (000) 000-0000
Attention: Xxx X. Xxxxxxxx, Senior Vice President,
Secretary and Chief Legal Officer

and to:

Skadden, Arps, Slate, Xxxxxxx & Xxxx (Illinois)
000 Xxxx Xxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Telephone No. (000) 000-0000
Telecopy No. (000) 000-0000
Attention: Xxxx X. Xxxxxxxx

SECTION 6.3 Interpretation.

The words "hereof," "herein" and "herewith" and words of similar
import shall, unless otherwise stated, be construed to refer to this Agreement
as a whole and not to any particular provision of this Agreement, and article,
section, paragraph, exhibit and schedule references are to the articles,
sections, paragraphs, exhibits and schedules of this Agreement unless otherwise
specified. Whenever the words "include," "includes" or "including" are used in
this Agreement they shall be deemed to be followed by the words "without
limitation." The words describing the singular number shall include the plural

and vice versa, and words denoting any gender shall include all genders and
words denoting natural persons shall include corporations and partnerships and
vice versa. The phrase "to the knowledge of Seller" or any similar phrase shall
mean such facts and other information which as of the date of determination are
known or should have been known with due inquiry to Xxxxxx X. Xxxxxxxx and
Xxxxxxx X. Xxxxxx. As used in this Agreement, the term "Affiliate(s)" shall have
the meaning set forth in Rule 12b-2 of the Exchange Act. The parties have
participated jointly in the negotiation and drafting of this Agreement. In the
event an ambiguity or question of intent or interpretation arises, this
Agreement shall be construed as if drafted jointly by the parties and no
presumption or burden of proof shall arise favoring or disfavoring any party by
virtue of the authorship of any provisions of this Agreement. As used in this
Agreement, "person" means any natural person, corporation, limited liability
company, general partnership, limited partnership, proprietorship, other
business organization, trust, union, association or Governmental Entity. As used
in this agreement, "business day" means a day other than Saturday, Sunday or any
day on which banks located in the State of New York are authorized or obligated
to close.

SECTION 6.4 Counterparts.

This Agreement may be executed in multiple counterparts, all of
which shall together be considered one and the same agreement.

SECTION 6.5 Entire Agreement; Third Party Beneficiaries.

This Agreement (including the documents and the instruments
referred to herein), and the Confidentiality Agreement between Seller and
Purchaser, dated as of March 11, 2002, (a) constitute the entire agreement and
supersede all prior agreements and understandings, both written and oral, among
the parties with respect to the subject matter hereof, and (b) except as
expressly provided herein, are not intended to confer upon any person other than
the parties hereto any rights or remedies hereunder.

SECTION 6.6 Severability.

If any term, provision, covenant or restriction of this Agreement
is held by a court of competent jurisdiction or other authority to be invalid,
void, unenforceable or against its regulatory policy, the remainder of the
terms, provisions, covenants and restrictions of this Agreement shall remain in
full force and effect and shall in no way be affected, impaired or invalidated.

SECTION 6.7 Governing Law.

This Agreement shall be governed and construed in accordance with
the laws of the State of New York applicable to contracts to be made and
performed entirely therein without giving effect to the principles of conflicts
of law thereof or of any other jurisdiction.

SECTION 6.8 Jurisdiction.

Each of the parties hereto hereby expressly and irrevocably
submits to the non-exclusive personal jurisdiction of the United States District
Court for the Southern District of New York and to the jurisdiction of any other
competent court of the State of New York.

SECTION 6.9 Service of Process.

Each party irrevocably consents to the service of process outside
the territorial jurisdiction of the courts referred to in Section 6.8 hereof in
any such action or proceeding by mailing copies thereof by registered United
States mail, postage prepaid, return receipt requested, to its address as
specified in or pursuant to Section 6.2 hereof. However, the foregoing shall not
limit the right of a party to effect service of process on the other party by
any other legally available method.

SECTION 6.10 Assignment.

Neither this Agreement nor any of the rights, interests or
obligations hereunder shall be assigned by any of the parties hereto (whether by
operation of Law or otherwise) without the prior written consent of the other
parties, provided, that Purchaser may assign this Agreement provided that it
remains obligated hereunder. Subject to the preceding sentence, this Agreement
will be binding upon, inure to the benefit of and be enforceable by the parties
and their respective permitted successors and assigns.

SECTION 6.11 Expenses.

Except as otherwise provided herein, all costs and expenses
incurred in connection with the transactions contemplated hereby, this Agreement
and the consummation of the transactions contemplated hereby shall be paid by
the party incurring such costs and expenses, whether or not the transactions
contemplated hereby are consummated.

SECTION 6.12 Headings.

Headings of the Articles and Sections of this Agreement, the
Table of Contents and the Index of Defined Terms are for convenience of the
parties only, and shall be given no substantive or interpretative effect
whatsoever.

SECTION 6.13 Waivers.

Except as otherwise provided in this Agreement, any failure of
any of the parties to comply with any obligation, covenant, agreement or
condition herein may be waived by the party or parties entitled to the benefits
thereof only by a written instrument signed by the party granting such waiver,
but such waiver or failure to insist upon strict compliance with such
obligation, covenant, agreement or condition shall not operate as a waiver of,
or estoppel with respect to, any subsequent or other failure.

SECTION 6.14 Passage of Title and Risk of Loss.

Legal title, equitable title and risk of loss with respect to the
Purchased Assets will pass to Purchaser on the Closing Date.

SECTION 6.15 Brokers.

Seller will indemnify and hold harmless Purchaser in respect of
any and all claims or demands for brokers' or finders' fee or any other
commission or similar fee by any agent, broker, investment banker, financial
advisor or other similar person (whether or not a present or former employee or
agent of Seller) claiming to have been engaged by Seller in connection with the
transactions contemplated by this Agreement. Purchaser will indemnify and hold
harmless Seller in respect of any and all claims or demands for brokers' or
finders' fees or any other commission or similar fee by any agent, broker,
investment banker, financial advisor or other similar person (whether or not a
present or former employee or agent of Purchaser) claiming to have been engaged
by Purchaser in connection with the transactions contemplated by this Agreement.

SECTION 6.16 Bulk Sales Act.

The Parties hereby waive compliance with any applicable bulk sale
or bulk transfer Laws of any jurisdiction in connection with the sale of the
Purchased Assets to the Purchaser.

SECTION 6.17 Waiver of Jury Trial.

EACH OF THE PARTIES HERETO KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVES ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS
AGREEMENT OR ANY EXHIBIT OR OTHER ATTACHMENT HERETO, OR ANY COURSE OF CONDUCT,
COURSE OF DEALING OR STATEMENTS (WHETHER VERBAL OR WRITTEN) RELATING TO THE
FOREGOING. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES HERETO TO
ENTER INTO THIS AGREEMENT.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be signed by their respective officers thereunto duly authorized as of the date
first written above.

STEELCASE FINANCIAL SERVICES
INC.

By:________________________________
Name:
Title:

GENERAL ELECTRIC CAPITAL
CORPORATION

By:________________________________
Name:
Title:

Schedule 1.1(a)

Leases

[SEE ATTACHED]

Schedule 1.8(c)(iv)

Tax Certificate

STEELCASE FINANCIAL SERVICES INC.

UNIFORM SALES & USE TAX CERTIFICATE - MULTIJURISDICTION

The issuer and the recipient have the responsibility of determining the proper
use of this certificate under applicable laws in each state, as these may change
from time to time.

Issued to Seller: STEELCASE FINANCIAL SERVICES INC._____________________________
_____________________________________

I certify that: _________________________________________________ is engaged as
a registered

Name of Purchaser (Buyer)

Wholesaler ______________________

Retailer: ______________________

Business Address ______________________________________ Manufacturer ______________________

______________________________________ Lessor ______________________

City, State & Zip Code ______________________________________ Other (Specify) ______________________

and is registered with the below listed states and cities within which your firm
would deliver purchases to us and that any such purchases are for wholesale,
resale, ingredients or components of a new product or service to be resold,
leased or rented in the normal course of business. We are in the business of
wholesaling, retailing, manufacturing, leasing (renting) the following:

Description of Business: _____________________________________________________

General description of tangible personal property or products to be purchased
from the seller: OFFICE FURNITURE ______________________________________________
____________________________________________________________________________

State State Registration, Seller's Permit, Direct Pay State State Registration, Seller's
Permit or License Number of Purchaser Permit, Direct Pay Permit or
License Number of Purchaser

AL __________________________________________________________ MT ________________________________________

AK __________________________________________________________ NE ________________________________________

AZ __________________________________________________________ NV ________________________________________

AR __________________________________________________________ NH ________________________________________

CA __________________________________________________________ NJ ________________________________________

CO __________________________________________________________ NM ________________________________________

CT __________________________________________________________ NY ________________________________________

DE __________________________________________________________ NC ________________________________________

DC __________________________________________________________ ND ________________________________________

FL __________________________________________________________ OH ________________________________________

GA __________________________________________________________ OK ________________________________________

HI __________________________________________________________ OR ________________________________________

ID __________________________________________________________ PA ________________________________________

IL __________________________________________________________ RI ________________________________________

IN __________________________________________________________ SC ________________________________________

IA __________________________________________________________ SD ________________________________________

KS __________________________________________________________ TN ________________________________________

KY __________________________________________________________ TX ________________________________________

LA __________________________________________________________ UT ________________________________________

ME __________________________________________________________ VT ________________________________________

MD __________________________________________________________ VA ________________________________________

MA __________________________________________________________ WA ________________________________________

MI __________________________________________________________ WV ________________________________________

MN __________________________________________________________ WI ________________________________________

MS __________________________________________________________ WY ________________________________________

MO __________________________________________________________ ________________________________________

I further certify that if any property or service so purchased tax free is used
or consumed by the firm as to make it subject to a Sales or Use Tax, we will pay
the tax due directly to the proper tax authority, when state law so provides, or
inform the seller for added tax billing. This certificate shall be a part of
each order, which we may hereafter give to you, unless otherwise specified, and
shall be valid until cancelled by us in writing or revoked by the city or state.

Under penalties of perjury; I swear or affirm that the information on this form
is true and correct as to every material matter.

Authorized Signature:__________________________________________________
_________________ Date:________________________________________
(Owner, Partner or Corporate Officer)

Name/Title of Signer:__________________________________________________
_____________________________

Exhibit 2.5(c)

Net Lease

2. NET LEASE. EACH LEASE IS A NET LEASE, AND LESSEE SHALL PAY ALL COSTS AND
EXPENSES OF EVERY CHARACTER, WHETHER FORESEEN OR UNFORESEEN, ORDINARY OR
EXTRAORDINARY, IN CONNECTION WITH THE USE, POSSESSION, STORAGE, MAINTENANCE AND
REPAIR OF THE EQUIPMENT. LESSEE IS UNCONDITIONALLY OBLIGATED TO PAY PERIODIC
RENT AND ALL OTHER AMOUNTS DUE UNDER EACH LEASE REGARDLESS OF ANY DEFECT IN OR
DAMAGE TO THE EQUIPMENT, LOSS OF POSSESSION OR USE OF THE EQUIPMENT OR
DESTRUCTION OF THE EQUIPMENT FROM ANY CAUSE WHATSOEVER. LESSEE'S OBLIGATIONS
UNDER EACH LEASE SHALL CONTINUE UNTIL SPECIFICALLY TERMINATED AS PROVIDED
THEREIN. LESSEE IS NOT ENTITLED TO ANY ABATEMENT, REDUCTION, RECOUPMENT,
DEFENSE, OR SET-OFF AGAINST PERIODIC RENT OR OTHER AMOUNTS DUE TO LESSOR UNDER
EACH LEASE, WHETHER ARISING OUT OF SUCH LEASE (INCLUDING ANY BREACH, DEFAULT OR
MISREPRESENTATION OF LESSOR) OR OUT OF LESSOR'S STRICT LIABILITY OR NEGLIGENCE,
OR OTHERWISE.

Schedule 2.5(n)

Letters of Credit

First Last SFSI Net GE Net GE
Contract Expire Expire Investment Investment Current Participati
# Customer Name Date LOC Amount Date 05/15/02 05/15/02 Coverage on

15064CENDIAN CORPORATION 12/31/01 25,000.00 no final 194,345 192,193 13% 99%
14420CIGARETTES CHEAPER 6/14/02 183,337.00 6/14/03 382,020 382,020 48% 100%
12139FIBROGEN, INC. 1/23/02 252,576.00 1/23/03 468,300 298,178 54% 64%
11633GLOVIA INTERNATIONAL LLC 8/30/99 300,000.00 9/1/03 444,090 361,411 68% 81%
12727INTERNATIONAL PRODUCTS CORP. 6/30/00 75,000.00 no final 101,422 101,422 74% 100%
12095KRAHL ASSOCIATES, INC. 3/26/00 78,522.16 3/26/03 212,835 212,835 37% 100%
12874LANDACORP, INC.(1) 8/31/01 76,035.13 see below 171,449 171,449 44% 100%
13881MEDEM, INC. 4/1/01 104,414.64 4/1/03 99,323 99,323 105% 100%
15339MEDSOLUTIONS, INC. 2/22/02 75,000.00 2/22/05 225,628 138,116 33% 61%
11725MILLENNIUM DIGITAL MEDIA, L.L.C. 4/28/00 160,000.00 no final 225,976 225,976 71% 100%
12974PAQ, INC. 9/7/02 50,000.00 9/7/02 253,165 253,165 20% 100%
13544RUSTIC CANYON MANAGEMENT, LLC(2) 1/27/02 100,000.00 see below 162,362 162,362 62% 100%
12695THERMWELL PRODUCTS CO., INC. 7/15/01 75,000.00 7/15/05 223,845 223,845 34% 100%
13318TOBIN INTERNATIONAL, LTD. 1/15/01 120,000.00 1/5/03 119,777 119,777 100% 100%
------------- ---------------------------

1,674,884.93 3,284,538 2,942,072

FOOTNOTES
---------
$55,000, EXPIRES 9/1/04; $21,035.13 EXPIRES.
(1) 8/31/05

(2) $62.5M EXPIRES 1/7/04; $37.5 EXPIRES 1/27/04

Taxes

Schedule 2.8(f)

1. Seller has not treated any of Purchased Assets as (i) being owned by
another party pursuant to the provisions of Section 168(f)(8) of the
Internal Revenue Code of 1954, as amended and in effect immediately prior
to the enactment of the Tax Reform Act of 1986, (ii) "tax-exempt use
property" within the meaning of Section 168(h)(1) of the Code, (iii)
"tax-exempt bond financed property" within the meaning of Section 168(g)(5)
of the Code, (iv) "limited use property" (as the term is used in Rev. Proc.
2001-28), (v) "predominantly used outside the United States" within the
meaning of Section 168(g)(i)(A) of the Code or (vi) subject to any
provision of Law comparable to the foregoing.

2. Except as set forth on the attached spreadsheet, Seller currently treats
each Lease as a "true lease" for United States federal income tax purposes.
Seller has previously treated some of the Leases that it currently does not
treat as "true leases" as "true leases" for U.S. federal income tax
purposes. Seller's treatment of the Leases has not been challenged by the
IRS or any other Governmental Entity in a notice of proposed adjustments or
notice of deficiency.

Contract Customer Name

000-0000000-000 AAIM EDUCATION CENTER
000-0000000-000 AAIM EDUCATION CENTER, INC.
000-0000000-000 ACCESS TEMPORARIES, INC.
000-0000000-000 ACCESS TEMPORARIES, INC.
000-0000000-000 ACCESS TEMPORARIES, INC.
000-0000000-000 XXXXXXX TRAVEL SYSTEMS, INC.
000-0000000-000 XXXXXXX TRAVEL SYSTEMS, INC.
000-0000000-000 XXXXXXX TRAVEL SYSTEMS, INC.
000-0000000-000 XXXXXXX TRAVEL SYSTEMS, INC.
000-0000000-000 AEGIS INDUSTRIAL SOFTWARE CORP.
000-0000000-000 AEGIS SOFTWARE INC.
000-0000000-000 AEGIS SOFTWARE INC.
000-0000000-000 AEGIS SOFTWARE INC.
000-0000000-000 ALGEN DESIGN SERVICES, INC.
000-0000000-000 AMERICAN HEART ASSOCIATION, INC.
000-0000000-000 AMERICAN HEART ASSOCIATION, INC.
000-0000000-000 AMERICAN HEART ASSOCIATION, INC.
000-0000000-000 AMERICAN HEART ASSOCIATION, INC.
000-0000000-000 AMERICAN HEART ASSOCIATION, INC.
000-0000000-000 AMERICAN HEART ASSOCIATION, INC.
000-0000000-000 AMERICAN HEART ASSOCIATION, INC.
000-0000000-000 AMERICAN HEART ASSOCIATION, INC.

000-0000000-000 AMERICAN HEART ASSOCIATION, INC.
000-0000000-000 AMERICAN HEART ASSOCIATION, INC.
000-0000000-000 AMERICAN HEART ASSOCIATION, INC.
000-0000000-000 AMERICAN HEART ASSOCIATION, INC.
000-0000000-000 AMERICAN HEART ASSOCIATION, INC.
000-0000000-000 AMERICAN HEART ASSOCIATION, INC.
000-0000000-000 AMERICAN HEART ASSOCIATION, INC.
000-0000000-000 AMERICAN HEART ASSOCIATION, INC.
000-0000000-000 AMERICHOICE HEALTH SERVICES, INC.
000-0000000-000 AMERICHOICE HEALTH SERVICES, INC.
000-0000000-000 AMERICHOICE HEALTH SERVICES, INC.
000-0000000-000 AMERICHOICE HEALTH SERVICES, INC.
000-0000000-000 AMERICHOICE HEALTH SERVICES, INC.
000-0000000-000 AMERICHOICE HEALTH SERVICES, INC.
000-0000000-000 AMERICHOICE HEALTH SERVICES, INC.
000-0000000-000 AMERICHOICE HEALTH SERVICES, INC.
000-0000000-000 AMERICHOICE HEALTH SERVICES, INC.
000-0000000-000 AMERICHOICE HEALTH SERVICES, INC.
000-0000000-000 AMERICHOICE HEALTH SERVICES, INC.
000-0000000-000 AMERIQUEST MORTGAGE COMPANY
000-0000000-000 AMERIQUEST MORTGAGE COMPANY
000-0000000-000 AMERIQUEST MORTGAGE COMPANY
000-0000000-000 AMERIQUEST MORTGAGE COMPANY
000-0000000-000 AMERIQUEST MORTGAGE COMPANY
000-0000000-000 AMERIQUEST MORTGAGE COMPANY
000-0000000-000 AMERIQUEST MORTGAGE COMPANY
000-0000000-000 AMERIQUEST MORTGAGE COMPANY
000-0000000-000 AMERIQUEST MORTGAGE COMPANY
000-0000000-000 AMERIQUEST MORTGAGE COMPANY
000-0000000-000 AMERIQUEST MORTGAGE COMPANY
000-0000000-000 AMERIQUEST MORTGAGE COMPANY
000-0000000-000 AMERIQUEST MORTGAGE COMPANY
000-0000000-000 AMERIQUEST MORTGAGE COMPANY
000-0000000-000 AMERIQUEST MORTGAGE COMPANY
000-0000000-000 AMERIQUEST MORTGAGE COMPANY
000-0000000-000 AMERIQUEST MORTGAGE COMPANY
000-0000000-000 AMERIQUEST MORTGAGE COMPANY
000-0000000-000 AMERIQUEST MORTGAGE COMPANY
000-0000000-000 AMERIQUEST MORTGAGE COMPANY
000-0000000-000 AMERIQUEST MORTGAGE COMPANY
000-0000000-000 AMERIQUEST MORTGAGE COMPANY
000-0000000-000 AMERIQUEST MORTGAGE COMPANY
000-0000000-000 AMERIQUEST MORTGAGE COMPANY
000-0000000-000 AMERIQUEST MORTGAGE COMPANY
000-0000000-000 AMERIQUEST MORTGAGE COMPANY
000-0000000-000 AMERIQUEST MORTGAGE COMPANY
000-0000000-000 AMERIQUEST MORTGAGE COMPANY
000-0000000-000 AMERIQUEST MORTGAGE COMPANY
000-0000000-000 AMSCAN INC.
000-0000000-000 AMSCAN INC.

000-0000000-000 AMSCAN INC.
000-0000000-000 AMSCAN INC.
000-0000000-000 AMSCAN INC.
000-0000000-000 ANALYSIS & DESIGN APPLICATION CO., LTD.
000-0000000-000 ANALYSIS & DESIGN APPLICATION CO., LTD.
000-0000000-000 ANALYSIS & DESIGN APPLICATION CO., LTD.
000-0000000-000 ANALYSIS & DESIGN APPLICATION CO., LTD.
000-0000000-000 ANALYSIS & DESIGN APPLICATION CO., LTD.
000-0000000-000 ANALYSIS & DESIGN APPLICATION CO., LTD.
000-0000000-000 ANALYSIS & DESIGN APPLICATION CO., LTD.
000-0000000-000 ANALYSIS & DESIGN APPLICATION CO., LTD.
000-0000000-000 ANALYSIS & DESIGN APPLICATION CO., LTD.
000-0000000-000 ANALYTIC SERVICES INC.
000-0000000-000 XXXXXXXX FINANCIAL NETWORK, INC.
000-0000000-000 XXXXXXXX FINANCIAL NETWORK, INC.
000-0000000-000 XXXXXXXX FINANCIAL NETWORK, INC.
000-0000000-000 XXXXXXXX FINANCIAL NETWORK, INC.
000-0000000-000 XXXXXXXX FINANCIAL NETWORK, INC.
000-0000000-000 XXXXXXXX FINANCIAL NETWORK, INC.
000-0000000-000 ASCENSION HEALTH
000-0000000-000 ASCENSION HEALTH
000-0000000-000 ASCENSION HEALTH
000-0000000-000 ASCENSION HEALTH
000-0000000-000 ASCENSION HEALTH
000-0000000-000 ATLANTICARE ADMINSITRATORS, INC.
000-0000000-000 ATLANTICARE ADMINSITRATORS, INC.
000-0000000-000 AUFFENBERG CHRYSLER-PLYMOUTH, INC.
000-0000000-000 AUFFENBERG CHRYSLER-PLYMOUTH, INC.
000-0000000-000 AUTOSALES, INCORPORATED
000-0000000-000 AUTOSALES, INCORPORATED
000-0000000-000 AUTOSALES, INCORPORATED
000-0000000-000 AUTOSALES, INCORPORATED
000-0000000-000 AUTOSALES, INCORPORATED
000-0000000-000 AUTOSALES, INCORPORATED
000-0000000-000 AUTOSALES, INCORPORATED
000-0000000-000 BENEFIT CONCEPTS OF CONNECTICUT, INC.
000-0000000-000 BENEFIT CONCEPTS OF CONNECTICUT, INC.
000-0000000-000 BENEFIT CONCEPTS OF CONNECTICUT, INC.
000-0000000-000 XXXXXX CHEVROLET, INC.
000-0000000-000 XXXXXX CHEVROLET, INC.
000-0000000-000 BOEHRINGER INGELHEIM CHEMICALS, INC.
000-0000000-000 BOEHRINGER INGELHEIM CHEMICALS, INC.
000-0000000-000 BOEHRINGER INGELHEIM CHEMICALS, INC.
000-0000000-000 BOEHRINGER INGELHEIM CHEMICALS, INC.
000-0000000-000 BOEHRINGER INGELHEIM CHEMICALS, INC.
000-0000000-000 BOEHRINGER INGELHEIM CHEMICALS, INC.
000-0000000-000 BOEHRINGER INGELHEIM CHEMICALS, INC.
000-0000000-000 BOEHRINGER INGELHEIM CHEMICALS, INC.
000-0000000-000 XXXXX, XXXXXXXX & XXXXX, INC.
000-0000000-000 XXXXX, XXXXXXXX & XXXXX, INC.

000-0000000-000 XXXXX, XXXXXXXX & XXXXX, INC.
000-0000000-000 XXXXX, XXXXXXXX & XXXXX, INC.
000-0000000-000 XXXXX, XXXXXXXX & XXXXX, INC.
000-0000000-000 BUILDING TECHNOLOGY ENGINEERS OF NORTH AMERICA, LL
000-0000000-000 BUILDING TECHNOLOGY ENGINEERS OF NORTH AMERICA, LLC
000-0000000-000 C & R MECHANICAL COMPANY
000-0000000-000 CAFETERIA OPERATOR'S L.P.
000-0000000-000 CAFETERIA OPERATORS, L.P.
000-0000000-000 CAL-SURANCE ASSOCIATES, INC.
000-0000000-000 CAL-SURANCE ASSOCIATES, INC.
000-0000000-000 CEMTEC USA, INC.
000-0000000-000 CENDANT OPERATIONS, INC.
000-0000000-000 CENDANT OPERATIONS, INC.
000-0000000-000 CENDANT OPERATIONS, INC.
000-0000000-000 CENDANT OPERATIONS, INC.
000-0000000-000 XXXXXXX & XXXXXX, LLP
000-0000000-000 XXXXXXX & XXXXXX, LLP
000-0000000-000 XXXX X. XXXXX, INC.
000-0000000-000 XXXX. X. XXXXX, INC.
000-0000000-000 XXXX. H. SELLS, INC.
000-0000000-000 CHEMTRACE
000-0000000-000 CIGARETTES CHEAPER
000-0000000-000 CIMTEC AUTOMATION, INC.
000-0000000-000 CIMTEC AUTOMATION, INC.
000-0000000-000 CINEMARK USA, INC.
000-0000000-000 CITATION
000-0000000-000 CITATION CORPORATION
000-0000000-000 COMMERCIAL CONTRACTING CORPORATION
000-0000000-000 COMMUNICATIONS & COMMERCE LLC
000-0000000-000 COMMUNICATIONS & COMMERCE LLC
000-0000000-000 COMMUNICATIONS & COMMERCE LLC
000-0000000-000 COMMUNICATIONS & COMMERCE LLC
000-0000000-000 COMMUNICATIONS & COMMERCE LLC
000-0000000-000 COMMUNICATIONS & COMMERCE LLC
000-0000000-000 COMMUNICATIONS & COMMERCE LLC
000-0000000-000 COMPASS GROUP USA, INC.
000-0000000-000 COMPASS TECHNOLOGY MANAGEMENT, LLC
000-0000000-000 COMPASS TECHNOLOGY MANAGEMENT, LLC
000-0000000-000 COMPUTER SYSTEMS CENTER INC
000-0000000-000 COMPUTER SYSTEMS CENTER INC
000-0000000-000 COMPUTER SYSTEMS CENTER INC
000-0000000-000 COMPUTER SYSTEMS CENTER INC
000-0000000-000 COMPUTER SYSTEMS CENTER INC
000-0000000-000 COMSEARCH, INC.
000-0000000-000 COMSEARCH, INC.
000-0000000-000 COMSEARCH, INC.
000-0000000-000 COMSEARCH, INC.
000-0000000-000 CONCORD MANAGEMENT, LTD.
000-0000000-000 CONCORD MANAGEMENT, LTD.

000-0000000-000 CONCORD MANAGEMENT, LTD.
000-0000000-000 CONCORD MANAGEMENT, LTD.
000-0000000-000 CONCORD MANAGEMENT, LTD.
000-0000000-000 CONSERVATION SERVICES GROUP, INC.
000-0000000-000 CONSERVATION SERVICES GROUP, INC.
000-0000000-000 CORE, INC.
000-0000000-000 CORE, INC.
000-0000000-000 CORE, INC.
000-0000000-000 CORE, INC.
000-0000000-000 CORE, INC.
000-0000000-000 CORE, INC.
COSTA ENTERPRISES, INC. AND COSTA INSTALLATION, INC.
000-0000000-000 AS C0-LESSEES
000-0000000-000 CRISP XXXXXX XXXXX LLP
000-0000000-000 CRISP XXXXXX XXXXX LLP
000-0000000-000 CRISP XXXXXX XXXXX LLP
000-0000000-000 CRISP XXXXXX XXXXX LLP
000-0000000-000 DAEDALUS USA
000-0000000-000 DAEDALUS USA
000-0000000-000 DAEDALUS USA
000-0000000-000 DAEDALUS USA
000-0000000-000 X'XXXX & XXXXXXX CERTIFIED PUBLIC ACCOUNTANTS, P.C
000-0000000-000 DIGITECH INTERNATIONAL, INC.
000-0000000-000 DIRECT ALLIANCE CORPORATION
000-0000000-000 DIRECT ALLIANCE CORPORATION
000-0000000-000 DODGE OF PARAMUS, INC.
000-0000000-000 DODGE OF PARAMUS, INC.
000-0000000-000 DRA ADVISORS, INC.
000-0000000-000 DRA ADVISORS, INC.
000-0000000-000 XXXXXXX MOTORS, INC.
000-0000000-000 EFFECTIVE GRAPHICS INC.
000-0000000-000 EFFECTIVE GRAPHICS, INC.
000-0000000-000 EFFICIENT NETWORKS, INC.
000-0000000-000 EFFICIENT NETWORKS, INC.
000-0000000-000 EFFICIENT NETWORKS, INC.
000-0000000-000 EFFICIENT NETWORKS, INC.
000-0000000-000 ELECTRONIC PROCESSING, INC.
000-0000000-000 EMERGENCY CARE RESEARCH INSTITUTE
000-0000000-000 EMERGENCY CARE RESEARCH INSTITUTE
000-0000000-000 EMERGENCY CARE RESEARCH INSTITUTE
000-0000000-000 EMERGENCY CARE RESEARCH INSTITUTE
000-0000000-000 EPIX III
000-0000000-000 EPIX III
000-0000000-000 EPIX III, INC. FKA EMPLOYEE MANAGEMENT INT'L, INC.
000-0000000-000 XXXXX-XXXXXXX, INC.
000-0000000-000 XXXXX-XXXXXXX, INCORPORATED
000-0000000-000 XXXXX-XXXXXXX, INCORPORATED
000-0000000-000 XXXXX XXXXXXXXXX BEST, INC.
000-0000000-000 XXXXXX XXXXXXXXXX UNIVERSITY
000-0000000-000 XXXXXX XXXXXXXXXX UNIVERSITY

000-0000000-000 GLOBAL BRAND MARKETING INC.
000-0000000-000 GLOBAL BRAND MARKETING INC.
000-0000000-000 GLOBAL BRAND MARKETING INC.
000-0000000-000 GLOVIA INTERNATIONAL LLC
000-0000000-000 GLOVIA INTERNATIONAL LLC
000-0000000-000 GLOVIA INTERNATIONAL LLC
000-0000000-000 GLOVIA INTERNATIONAL LLC
000-0000000-000 GRAEF, ANHALT, XXXXXXXXX & ASSOCIATES, INC.
000-0000000-000 GREAT SOUTH TEXAS CORPORATION
000-0000000-000 GREAT SOUTH TEXAS CORPORATION
000-0000000-000 GREAT SOUTH TEXAS CORPORATION
000-0000000-000 XXXXXX-XXXX BUICK-GMC TRUCK, INC.
000-0000000-000 XXXXXX-XXXX BUICK-GMC TRUCK, INC.
000-0000000-000 XXXXXX-XXXX BUICK-GMC TRUCK, INC.
000-0000000-000 XXXXXX-XXXX BUICK-GMC TRUCK, INC.
000-0000000-000 HEWLETT-PACKARD COMPANY
000-0000000-000 HEWLETT-PACKARD COMPANY
000-0000000-000 HEWLETT-PACKARD COMPANY
000-0000000-000 HEWLETT-PACKARD COMPANY
000-0000000-000 HEWLETT-PACKARD COMPANY
000-0000000-000 HEWLETT-PACKARD COMPANY
000-0000000-000 HEWLETT-PACKARD COMPANY
000-0000000-000 HEWLETT-PACKARD COMPANY
000-0000000-000 HEWLETT-PACKARD COMPANY
000-0000000-000 HEWLETT-PACKARD COMPANY
000-0000000-000 HEWLETT-PACKARD COMPANY
000-0000000-000 HEWLETT-PACKARD COMPANY
000-0000000-000 HEWLETT-PACKARD COMPANY
000-0000000-000 HEWLETT-PACKARD COMPANY
000-0000000-000 HILL INTERNATIONAL, INC.
000-0000000-000 HILL INTERNATIONAL, INC.
000-0000000-000 HILLIER INTERNATIONAL, INC.
000-0000000-000 HILLIER INTERNATIONAL, INC.
000-0000000-000 HILLIER INTERNATIONAL, INC.
000-0000000-000 XXXXXXXXXX, XXXXXXXX & XXXXXXX, P. C.
000-0000000-000 XXXXXXXXXX, XXXXXXXX & XXXXXXX, P. C.
000-0000000-000 HUB CITY CLEVELAND, L.P.
000-0000000-000 HUB CITY CLEVELAND, L.P.
000-0000000-000 HUB CITY CLEVELAND, L.P.
000-0000000-000 HUB CITY CLEVELAND, L.P.
000-0000000-000 HUNTSMAN ICI CHEMICALS LLC
000-0000000-000 HUNTSMAN ICI CHEMICALS, LLC
000-0000000-000 IES MANAGEMENT LP
000-0000000-000 IES MANAGEMENT LP
000-0000000-000 IES MANAGEMENT LP
000-0000000-000 IKON OFFICE SOLUTIONS, INC.
000-0000000-000 IKON OFFICE SOLUTIONS, INC.
000-0000000-000 IKON OFFICE SOLUTIONS, INC.
000-0000000-000 IKON OFFICE SOLUTIONS, INC.
000-0000000-000 IKON OFFICE SOLUTIONS, INC.

000-0000000-000 IKON OFFICE SOLUTIONS, INC.
000-0000000-000 IKON OFFICE SOLUTIONS, INC.
000-0000000-000 IKON OFFICE SOLUTIONS, INC.
000-0000000-000 IMAGE ENTERTAINMENT, INC.
000-0000000-000 IMAGE ENTERTAINMENT, INC.
000-0000000-000 IMAGE ENTERTAINMENT, INC.
000-0000000-000 IMPERIAL BAG AND PAPER CO., INC.
000-0000000-000 INTRADECO, INC.
000-0000000-000 INTRADECO, INC.
000-0000000-000 IOWA METAL SPINNERS, INC.
000-0000000-000 JARDINE XXXXXXXX, INC.
000-0000000-000 JARDINE XXXXXXXX, INC.
000-0000000-000 KROFF CHEMICAL COMPANY
000-0000000-000 KROFF CHEMICAL COMPANY
000-0000000-000 LAGUNA CORPORATION
000-0000000-000 LAGUNA CORPORATION
000-0000000-000 LAGUNA CORPORATION
000-0000000-000 XXXXX MANAGEMENT SYSTEMS CORP.
000-0000000-000 XXXXX MANAGEMENT SYSTEMS CORPORATION
000-0000000-000 LANDACORP, INC.
000-0000000-000 LANDACORP, INC.
000-0000000-000 LIFE TRUST AMERICA, INC.
000-0000000-000 LIFE TRUST AMERICA, INC.
000-0000000-000 XXXXX/XXXXX/NICKEL/SWIFT, INC.
000-0000000-000 M3 DESIGN, INC.
000-0000000-000 M3 DESIGN, INC.
000-0000000-000 XXXX AND XXXXXX, INC.
000-0000000-000 MANAGEMENT RESOURCES GROUP, INC.
000-0000000-000 MANAGEMENT RESOURCES GROUP, INC.
000-0000000-000 XxXXXXXXX, XXXXXX & ASSOCIATES, INC.
000-0000000-000 XxXXXXXXX, XXXXXX & ASSOCIATES, INC.
000-0000000-000 XxXXXXXXX, XXXXXX & ASSOCIATES, INC.
000-0000000-000 XxXXXXXXX, XXXXXX & ASSOCIATES, INC.
000-0000000-000 XxXXXXXXX, XXXXXX & ASSOCIATES, INC.
000-0000000-000 XxXXXXXXX, XXXXXX & ASSOCIATES, INC.
000-0000000-000 XxXXXXXXX, XXXXXX & ASSOCIATES, INC.
000-0000000-000 XxXXXXXXX, XXXXXX & ASSOCIATES, INC.
000-0000000-000 XxXXXXXXX, XXXXXX & ASSOCIATES, INC.
000-0000000-000 MECHANICAL EQUIPMENT COMPANY, INC.
000-0000000-000 MECHANICAL EQUIPMENT COMPANY, INC.
000-0000000-000 MEDSOLUTIONS, INC.
000-0000000-000 METROSPACE CORPORATION
000-0000000-000 METROSPACE CORPORATION
000-0000000-000 MIAMI CITY BALLET, INC.
000-0000000-000 MIAMI CITY BALLET, INC.
000-0000000-000 MIAMI CITY BALLET, INC.
000-0000000-000 NATIONAL ELECTRONICS, INC.
000-0000000-000 NATIONAL ELECTRONICS, INC.
000-0000000-000 NATIONAL ELECTRONICS, INC.
000-0000000-000 NATIONAL PARKS CONSERVATION ASSOCIATION, fka NATIO

000-0000000-000 NATIONAL PARKS CONSERVATION ASSOCIATION, fka NATIO
000-0000000-000 NOKIA INTERNET COMMUNICATIONS
000-0000000-000 NORTHTOWN AUTOMOTIVE COMPANIES, INC.
000-0000000-000 NORTHTOWN AUTOMOTIVE COMPANIES, INC.
000-0000000-000 NORTHTOWN AUTOMOTIVE COMPANIES, INC.
000-0000000-000 OMNICARE CLINICAL RESEARCH
000-0000000-000 OTAK, INC.
000-0000000-000 OTAK, INC.
000-0000000-000 OTAK, INC.
000-0000000-000 OTAK, INC.
000-0000000-000 OTAK, INC.
000-0000000-000 OTAK, INC.
000-0000000-000 OTAK, INC.
000-0000000-000 OTAK, INC.
000-0000000-000 OTAK, INC.
000-0000000-000 OTAK, INC.
000-0000000-000 OTAK, INC.
000-0000000-000 OTAK, INC.
000-0000000-000 OTAK, INC.
000-0000000-000 OTAK, INC.
000-0000000-000 OTAK, INC.
000-0000000-000 OTAK, INC.
000-0000000-000 OTAK, INC.
000-0000000-000 OTAK, INCORPORATED
000-0000000-000 OTAK, INCORPORATED
000-0000000-000 XXXXXX MOVING & STORAGE CO.
000-0000000-000 XXXXXX MOVING & STORAGE CO.
000-0000000-000 PAQ, INC.
000-0000000-000 PARSONS, BRINCKERHOFF, XXXXX & XXXXXXX, INC.
000-0000000-000 PARSONS, BRINCKERHOFF, XXXXX & XXXXXXX, INC.
000-0000000-000 PARSONS, BRINCKERHOFF, XXXXX & XXXXXXX, INC.
000-0000000-000 PARSONS, BRINCKERHOFF, XXXXX & XXXXXXX, INC.
000-0000000-000 PARSONS, BRINCKERHOFF, XXXXX & XXXXXXX, INC.
000-0000000-000 PARSONS, BRINCKERHOFF, XXXXX & XXXXXXX, INC.
000-0000000-000 PARSONS, BRINCKERHOFF, XXXXX & XXXXXXX, INC.
000-0000000-000 PARSONS, BRINCKERHOFF, XXXXX & XXXXXXX, INC. AS
000-0000000-000 PARSONS, BRINCKERHOFF, XXXXX & XXXXXXX, INC. AS
000-0000000-000 PERATROVICH, NOTTINGHAM & DRAGE, INC.
000-0000000-000 PHARMANET, INC.
000-0000000-000 PHARMANET, INC.
000-0000000-000 PHARMANET, INC.
000-0000000-000 PHARMANET, INC.
000-0000000-000 PHARMANET, INC.
000-0000000-000 PHARMANET, INC.
000-0000000-000 PHARMANET, INC.
000-0000000-000 PHARMANET, INC.
000-0000000-000 PHARMANET, INC.
000-0000000-000 PHARMANET, INC.
000-0000000-000 PHARMANET, INC.
000-0000000-000 PHARMANET, INC.

000-0000000-000 PHARMANET, INC.
000-0000000-000 PHARMANET, INC.
000-0000000-000 PHARMANET, INC.
000-0000000-000 PHARMANET, INC.
000-0000000-000 PHILANTHROPIC MUTUAL LIFE INSURANCE COMPANY
000-0000000-000 PHILANTHROPIC MUTUAL LIFE INSURANCE COMPANY
000-0000000-000 PIEDMONT AIR CONDITIONING COMPANY
000-0000000-000 PITNEY, XXXXXX, XXXX & XXXXX LLP
000-0000000-000 PLURAL, INC.
000-0000000-000 PLURAL, INC.
000-0000000-000 PLURAL, INC.
000-0000000-000 PLURAL, INC.
000-0000000-000 PLURAL, INC.
000-0000000-000 PLURAL, INC.
000-0000000-000 PLURAL, INC.
000-0000000-000 PLURAL, INC.
000-0000000-000 PLURAL, INC.
000-0000000-000 PLURAL, INC.
000-0000000-000 PLURAL, INC.
000-0000000-000 PLURAL, INC.
000-0000000-000 PLURAL, INC.
000-0000000-000 PLURAL, INC.
000-0000000-000 PLURAL, INC.
000-0000000-000 PLURAL, INC.
000-0000000-000 PLURAL, INC.
000-0000000-000 PLURAL, INC.
000-0000000-000 PLURAL, INC.
000-0000000-000 PORTFOLIO RECOVERY ASSOCIATES, L.L.C.
000-0000000-000 PORTFOLIO RECOVERY ASSOCIATES, LLC
000-0000000-000 PORTFOLIO RECOVERY ASSOCIATES, LLC
000-0000000-000 PORTFOLIO RECOVERY ASSOCIATES, LLC
000-0000000-000 PORTFOLIO RECOVERY ASSOCIATES, LLC
000-0000000-000 PORTFOLIO RECOVERY ASSOCIATES, LLC
000-0000000-000 PORTFOLIO RECOVERY ASSOCIATES, LLC
000-0000000-000 PORTFOLIO RECOVERY ASSOCIATES, LLC
000-0000000-000 PRIMARY ENERGY, INC.
000-0000000-000 PRIMARY ENERGY, INC.
000-0000000-000 PRIORITY HEALTH MANAGED BENEFITS, INC.
000-0000000-000 PROFESSIONAL CONSULTING SERVICES, INC.
000-0000000-000 PROFESSIONAL CONSULTING SERVICES, INC.
000-0000000-000 PROFESSIONAL PENSIONS, INC
000-0000000-000 XXXXXXX XXXXXXX, INC.
000-0000000-000 PULTE MORTGAGE CORPORATION
000-0000000-000 R&J INTEGRATED MARKETING COMMUNICATIONS, INC.
000-0000000-000 REGIS CORPORATION
000-0000000-000 REGIS CORPORATION
000-0000000-000 REHABILICARE INCORPORATED
000-0000000-000 REHABILICARE, INC.
000-0000000-000 REHABILICARE, INC.
000-0000000-000 REHABILICARE, INC.

000-0000000-000 REHABILICARE, INC.
000-0000000-000 XXXXXXX, XXXXXX & WEINER, P.C.
000-0000000-000 XXXXXX, XXXXX & BRUSH, INC.
000-0000000-000 XXXXXX, XXXXX & BRUSH, INC.
000-0000000-000 SANDS, ANDERSON, MARKS & XXXXXX, A PROFESSIONAL CO
000-0000000-000 SANTA XXXX TITLE COMPANY, INC.
000-0000000-000 SANTA XXXX TITLE COMPANY, INC.
000-0000000-000 SANTA XXXX TITLE COMPANY, INC.
000-0000000-000 SANTA XXXX TITLE COMPANY, INC.
000-0000000-000 SAP LABS, INC.
000-0000000-000 SAP LABS, INC.
000-0000000-000 SAP LABS, INC.
000-0000000-000 SAXON MORTGAGE INC.
000-0000000-000 XXXXXX BROS. RESTAURANT CONSULTANTS, INC.
000-0000000-000 XXXXXX BROS. RESTAURANT CONSULTANTS, INC.
000-0000000-000 SCP COMMUNICATIONS, INC.
000-0000000-000 SCP COMMUNICATIONS, INC.
000-0000000-000 XXXXXXX MANAGEMENT SERVICES, INC.
000-0000000-000 XXXXXXX MANAGEMENT SERVICES, INC.
000-0000000-000 XXXXXXX MANAGEMENT SERVICES, INC.
000-0000000-000 SEMINOLE CAPITAL PARTNERS, L.P.
000-0000000-000 SHORE-TO-SHORE
000-0000000-000 SHORE-TO-SHORE
000-0000000-000 SHORE-TO-SHORE, INC.
000-0000000-000 SHORE-TO-SHORE, INC.
000-0000000-000 SILVER TECH LTD.
000-0000000-000 SILVER TECH, LTD.
000-0000000-000 XXXXXXXXX XXXXXXXXX & XXXXXXXX LLP
000-0000000-000 XXXXXXXXX XXXXXXXXX & XXXXXXXX LLP
000-0000000-000 XXXXXXXXX XXXXXXXXX & XXXXXXXX LLP
000-0000000-000 SOFTWARE EXPERTS, INC.
000-0000000-000 SOKKIA CORPORATION
000-0000000-000 SOKKIA CORPORATION
000-0000000-000 SONEXIS, INC.
000-0000000-000 SONEXIS, INC.
000-0000000-000 SOUTHWESTERN FINANCIAL SERVICES CORPORATION
000-0000000-000 SOUTHWESTERN FINANCIAL SERVICES CORPORATION
000-0000000-000 SOUTHWESTERN FINANCIAL SERVICES CORPORATION
000-0000000-000 SOUTHWESTERN FINANCIAL SERVICES CORPORATION
000-0000000-000 SOUTHWESTERN FINANCIAL SERVICES CORPORATION
000-0000000-000 SOUTHWESTERN FINANCIAL SERVICES CORPORATION
000-0000000-000 SOUTHWESTERN FINANCIAL SERVICES CORPORATION
000-0000000-000 SOUTHWESTERN FINANCIAL SERVICES CORPORATION
000-0000000-000 SOUTHWESTERN FINANCIAL SERVICES CORPORATION
000-0000000-000 XXXXXXXXX AND XXXX SERVICES LIMITED PARTNERSHIP
000-0000000-000 XXXXXXXXX AND XXXX SERVICES LIMITED PARTNERSHIP
000-0000000-000 XXXXXXXXX AND XXXX SERVICES LIMITED PARTNERSHIP
000-0000000-000 XXXXXXXX TECHNOLOGIES, INC
000-0000000-000 XXXXXXXX TECHNOLOGIES, INC
000-0000000-000 XXXXXXXX TECHNOLOGIES, INC

000-0000000-000 XXXXXXXX TECHNOLOGIES, INC
000-0000000-000 XXXXXXXX TECHNOLOGIES, INC
000-0000000-000 STAT MEDICAL SERVICES, INC.
000-0000000-000 STAT MEDICAL SERVICES, INC.
000-0000000-000 STATE COMPENSATION INSURANCE FUND
000-0000000-000 STATE COMPENSATION INSURANCE FUND OF CALIFORNIA
000-0000000-000 STATE COMPENSATION INSURANCE FUND OF CALIFORNIA
000-0000000-000 STATE COMPENSATION INSURANCE FUND OF CALIFORNIA
000-0000000-000 STATE COMPENSATION INSURANCE FUND OF CALIFORNIA
000-0000000-000 STATE COMPENSATION INSURANCE FUND OF CALIFORNIA
000-0000000-000 STATE COMPENSATION INSURANCE FUND OF CALIFORNIA
000-0000000-000 XXXXX BEVERAGE, INC.
000-0000000-000 XXXXX BEVERAGE, INC.
000-0000000-000 STONEWALL KITCHEN, LLC
000-0000000-000 STONEWALL KITCHEN, LLC
000-0000000-000 STRATEGIC INTERACTIVE, INC.
000-0000000-000 XXXXX CLOSURE TECHNOLOGIES, INC.
000-0000000-000 XXXXX CLOSURE TECHNOLOGIES, INC.
000-0000000-000 SUNRISE CHEVROLET, INC.
000-0000000-000 SUNRISE CHEVROLET, INC.
000-0000000-000 SUNRISE CHEVROLET, INC.
000-0000000-000 TALLARD TECHNOLOGIES, INC.
000-0000000-000 TGA INVESTMENTS, INC.
000-0000000-000 TGA INVESTMENTS, INC.
000-0000000-000 THE XXXXXXX GRP., INC.
000-0000000-000 THE XXXXXXX GRP., INC.
000-0000000-000 THE XXXXXXX GRP., INC.
000-0000000-000 THE XXXXXXX GRP., INC.
000-0000000-000 THE XXXXXXX GRP., INC.
000-0000000-000 THE XXXXXXX GRP., INC.
000-0000000-000 THE DOVER CENTRE, LLC
000-0000000-000 THE DOVER CENTRE, LLC
000-0000000-000 THE ENERGY FEDERATION, INC.
000-0000000-000 THE FABRI-FORM COMPANY
000-0000000-000 THE NATIONAL RESTAURANT ASSOCIATION EDUCATIONAL FOUNDATION
000-0000000-000 THE NATIONAL RESTAURANT ASSOCIATION EDUCATIONAL FOUNDATION
000-0000000-000 THE ORVIS COMPANY INC.
000-0000000-000 THE ORVIS COMPANY INC.
000-0000000-000 THE ORVIS COMPANY INC.
000-0000000-000 THE ORVIS COMPANY INC.
000-0000000-000 THE XXXXXXX ASSOCIATION, INC.
000-0000000-000 THE SCOOTER STORE, INC.
000-0000000-000 THE TRANE COMPANY A DIVISION OF AMERICAN
000-0000000-000 THE XXXXX GROUP, INC.
000-0000000-000 THE XXXXX GROUP, INC.
000-0000000-000 THE XXXXX GROUP, INC.
000-0000000-000 THE XXXXX GROUP, INC.
000-0000000-000 THE XXXXX GROUP, INC.
000-0000000-000 THE XXXXX GROUP, INC.

000-0000000-000 THERMWELL PRODUCTS CO., INC.
000-0000000-000 THERMWELL PRODUCTS CO., INC.
000-0000000-000 THERMWELL PRODUCTS CO., INC.
000-0000000-000 THERMWELL PRODUCTS CO., INC.
000-0000000-000 THERMWELL PRODUCTS CO., INC.
000-0000000-000 TMW REAL ESTATE GROUP, LLC
000-0000000-000 XXXXX INTERNATIONAL, LTD.
000-0000000-000 XXXXX INTERNATIONAL, LTD.
000-0000000-000 XXXXX INTERNATIONAL, LTD.
000-0000000-000 XXXXX INTERNATIONAL, LTD.
000-0000000-000 XXXXX INTERNATIONAL, LTD.
000-0000000-000 XXXXX INTERNATIONAL, LTD.
000-0000000-000 TOWN & COUNTRY CREDIT CORPORATION
000-0000000-000 TOWN & COUNTRY CREDIT CORPORATION
000-0000000-000 TOWN & COUNTRY CREDIT CORPORATION
000-0000000-000 TOWN & COUNTRY CREDIT CORPORATION
000-0000000-000 TOWN & COUNTRY CREDIT CORPORATION
000-0000000-000 TOWN & COUNTRY CREDIT CORPORATION
000-0000000-000 TOWN & COUNTRY CREDIT CORPORATION
000-0000000-000 TOWN & COUNTRY CREDIT CORPORATION
000-0000000-000 TOWN & COUNTRY CREDIT CORPORATION
000-0000000-000 TOWN & COUNTRY CREDIT CORPORATION
000-0000000-000 TOWN & COUNTRY CREDIT CORPORATION
000-0000000-000 TOWN & COUNTRY CREDIT CORPORATION
000-0000000-000 TOWN & COUNTRY CREDIT CORPORATION
000-0000000-000 TOWN & COUNTRY CREDIT CORPORATION
000-0000000-000 TOWN & COUNTRY CREDIT CORPORATION
000-0000000-000 TOWN & COUNTRY CREDIT CORPORATION
000-0000000-000 TREMA AMERICAS
000-0000000-000 TREMA AMERICAS
000-0000000-000 TRENDWEST RESORTS, INC.
000-0000000-000 TRILLIUM DIGITAL SYSTEMS CANADA, LTD.
000-0000000-000 TRILLIUM DIGITAL SYSTEMS INC.
000-0000000-000 TYCO ADHESIVES LP
000-0000000-000 TYCO ELECTRONICS INTEGRATED TECHNOLOGIES, INC.
000-0000000-000 TYCO ELECTRONICS INTEGRATED TECHNOLOGIES, INC.
000-0000000-000 UNITED WAY OF DANE COUNTY, INC.
000-0000000-000 USI CONSULTING GROUP OF CONNECTICUT, INC. f.k.a. B
000-0000000-000 UTSTARCOM, INC.
000-0000000-000 V & H, INC.
000-0000000-000 X X HOMES LLC
000-0000000-000 X X HOMES LLC
000-0000000-000 X X HOMES LLC
000-0000000-000 X X HOMES LLC
000-0000000-000 WEDECO - IDEAL HORIZONS, INC.
000-0000000-000 WEDECO - IDEAL HORIZONS, INC.
000-0000000-000 WEDECO - IDEAL HORIZONS, INC.
000-0000000-000 WIRELESS RETAIL, INC.
000-0000000-000 WIRELESS RETAIL, INC.
000-0000000-000 WIRELESS RETAIL, INC.

Taxes

Schedule 2.8(h)

See attached.

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Exhibit 99.1 ASSET PURCHASE AGREEMENT

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Exhibit 99.1 ASSET PURCHASE AGREEMENT

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