8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                    FORM 8-K


                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

       Date of Report (Date of earliest event reported) DECEMBER 30, 2004
                                                        -----------------
                              --------------------

                            WEBFINANCIAL CORPORATION
               --------------------------------------------------
               (Exact name of registrant as specified in charter)


         DELAWARE                      0-631                    56-2043000
          --------                     -----                    ----------
(State or other jurisdiction        (Commission              (IRS Employer
     of incorporation)              File Number)            Identification No.)


               590 MADISON AVENUE, 32ND FLOOR, NEW YORK, NY 10022
               --------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)


        Registrant's telephone number, including area code (212) 758-3232
                                                           --------------

          -------------------------------------------------------------
          (Former name or former address, if changed since last report)


     Check the  appropriate  box below if the Form 8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

     / / Written  communications  pursuant to Rule 425 under the  Securities Act
(17 CFR 230.425)

     / / Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)

     / / Pre-commencement  communications  pursuant to Rule  14d-2(b)  under the
Exchange Act (17 CFR 240.14d-2(b))

     / / Pre-commencement  communications  pursuant to Rule 13e-4(c)  under the
Exchange Act (17 CFR 240.13e-4(c))





ITEM 1.02.  TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.

     On February 20, 2004,  WebBank,  a wholly owned  subsidiary of WebFinancial
Corporation  (the  "Company"),  gave  notice of  termination  of an Amended  and
Restated  Servicing  Agreement  dated as of February  21, 2002  effective  as of
January 10, 2002, as amended (the "Servicing  Agreement"),  with Rockland Credit
Finance LLC ("Rockland") pursuant to which Rockland provided accounts receivable
factoring  services to WebBank.  The notice of termination was given as a result
of discussions with federal and state regulators regarding WebBank's operations.
On March 1, 2004, Rockland  acknowledged  receipt of the termination notice and,
under the terms of the Servicing Agreement, gave notice to WebBank that it would
exercise its option to purchase the  existing  portfolio of accounts  receivable
from WebBank at book value on May 12, 2004. On May 6, 2004, WebBank and Rockland
agreed to extend the termination date of the Servicing Agreement to December 31,
2004 and to extend the option  period to purchase  the  portfolio  to a mutually
agreeable  date no earlier  than July 31,  2004 and no later than  December  31,
2004.  On December  30,  2004,  Rockland  exercised  its option to purchase  the
existing portfolio of accounts  receivable from WebBank, as further discussed in
Item 2.01 below, and the Servicing Agreement was effectively  terminated on such
date. John Fox, the owner of Rockland, is a former employee of WebBank.

ITEM 2.01.  COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.

     On December  30,  2004,  Rockland  exercised  its option to  purchase  from
WebBank a portfolio of accounts  receivable (the  "Receivables") from WebBank in
connection with the termination of the Servicing  Agreement  between WebBank and
Rockland as further discussed in Item 1.02 above. The Receivables were purchased
at  book  value  from  WebBank  pursuant  to that  certain  Asset  Purchase  and
Assignment and Assumption  Agreement,  a copy of which is attached as an exhibit
hereto and incorporated herein by reference,  for an aggregate purchase price of
$5,791,395.41, subject to certain specified adjustments.  Specifically, Rockland
purchased specified factoring accounts held by WebBank,  all of WebBank's right,
title and  interest  under  specified  factoring  agreements  and  participation
agreements and other agreements,  arrangements,  commitments and  understandings
related  thereto or to the  Receivables,  all of which were  acquired by WebBank
pursuant to the Servicing Agreement (the "Contracts"). Rockland also assumed and
agreed to pay and perform all  obligations  of WebBank  under the  Contracts and
otherwise in respect of the  purchased  assets  arising on and after the closing
date. John Fox, the owner of Rockland, is a former employee of WebBank.

ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS

     (a)  Financial Statements of Businesses Acquired.

          Not Applicable

     (b)  Pro Forma Financial Information.

          Basis of Presentation

               The  following   unaudited  pro  forma   condensed   consolidated
          financial  statements  reflect  the  sale of the  Receivables  and the
          termination  of the  Servicing  Agreement.  These  unaudited pro forma
          condensed  consolidated  financial statements have been prepared from,
          and should be read in conjunction  with,  the historical  consolidated
          financial  statements  and  notes  thereto  of the  Company  which are
          included in the Company's  Annual Report on Form 10-KSB/A for the year
          ended  December  31,  2003 and  Quarterly  Report on Form 10-QSB as of
          September 30, 2004 and for the nine months ended September 30, 2004.

               The unaudited pro forma information is presented for illustrative
          purposes  only  and is not  necessarily  indicative  of the  operating
          results or financial  position  that would have  occurred had the sale
          been  consummated  at  the  dates  indicated,  nor  is it  necessarily
          indicative of future  operating  results or financial  position of the
          Company.

               The  unaudited  pro forma  condensed  consolidated  statements of
          income give effect to the sale of Receivables  and  termination of the
          Servicing  Agreement as if they had  occurred at the  beginning of the
          periods  presented.  The  unaudited pro forma  condensed  consolidated
          balance sheet gives effect to the sale of Receivables  and termination
          of the  Servicing  Agreement as if they occurred on September 30, 2004
          and the  proceeds  were used to  redeem  outstanding  certificates  of
          deposit, which will mature within six months of the sale date.



                                                    WebFinancial Corporation and Subsidiaries
                                        Pro Forma Condensed Consolidated Statement of Income (Unaudited)
                                                      For the Year Ended December 31, 2003
                                                 (Amounts in thousands except per share amounts)

                                                                                       Accounts
                                                                    WebFinancial      Receivable
                                                                    Corporation       Factoring (1)     Adjustments      Pro Forma
                                                                    -----------       -------------     -----------     -----------

Interest income
  Loans, including fees                                             $     858         $       -       $      -          $      858
  Purchased receivables
     Accounts receivable factoring                                      3,200             2,697              -  (2)            503
     Other                                                                 32                 -              -                  32
  Interest bearing deposits in other banks                                 17                 -              -                  17
  Federal funds sold                                                       42                10              -                  32
  Investment securities                                                    84                 -              -                  84
                                                                    -----------------------------------------------     -----------
     Total interest income                                              4,233             2,707              -               1,526

Interest expense                                                          336               141              -                 195
                                                                    -----------------------------------------------     -----------
        Net interest income before provision (credit) for
        credit losses                                                   3,897             2,566              -               1,331

Provision (credit) for credit losses                                      394               629              -                (235)
                                                                    -----------------------------------------------     -----------
        Net interest income after provision (credit)for
        credit losses                                                   3,503             1,937              -               1,566

Noninterest income
  Gain on sale of assets                                                  811                 -              -                 811
  Fee income                                                              494                 -              -                 494
  Accounts receivable factoring servicing revenue                          20                20              -                   -
  Miscellaneous income, net                                               255                 -              -                 255
                                                                    -----------------------------------------------     -----------
     Total noninterest income                                           1,580                20              -               1,560

Noninterest expenses
  Salaries, wages, and benefits                                           996               147              -                 849
  Professional and legal fees                                             441                 -              -                 441
  Accounts receivables factoring mangement and broker fees                867               840              -  (2)             27
  Other management fees - related party                                   310                 -              -                 310
  Loss on impairment of securities available for sale                     334                 -              -                 334
  Other general and administrative                                        675                 3              -                 672
                                                                    -----------------------------------------------     -----------
     Total noninterest expenses                                         3,623               990              -               2,633
                                                                    -----------------------------------------------     -----------
        Operating income                                                1,460               967              -                 493

Income tax provision (benefit)                                           (756)                -            338  (3)           (418)
                                                                    -----------------------------------------------     -----------
  Income (loss) before minority interest                                2,216               967           (338)                911

Income (expense) attributable to minority interest                        107                 -            (45) (4)             62
                                                                    -----------------------------------------------     -----------
  Net income (loss)                                                $    2,109         $     967       $   (293)         $      849
                                                                    ===============================================     ===========

Net income (loss) per common share:
  Basic                                                            $     0.48                                           $      0.19
  Diluted                                                          $     0.48                                           $      0.19

Weighted average number of common shares:
  Basic                                                             4,366,866                                              4,366,866
  Diluted                                                           4,368,165                                              4,368,165





                                            WebFinancial Corporation and Subsidiaries
                                Pro Forma Condensed Consolidated Statement of Income (Unaudited)
                                          For the Nine Months Ended September 30, 2004
                                         (Amounts in thousands except per share amounts)

                                                                                 Accounts
                                                               WebFinancial     Receivable
                                                               Corporation      Factoring (1)    Adjustments     Pro Forma
                                                               -----------      ------------     ------------    -----------
Interest income
     Loans, including fees                                     $       645          $     -      $     -         $       645
     Purchased receivables
        Accounts receivable factoring                                1,897            1,866            -  (2)             31
        Other                                                           12                -            -                  12
     Interest bearing deposits in other banks                           26                             -                  26
     Federal funds sold                                                 10                6            -                   4
     Investment securities                                              72                -            -                  72
                                                               ----------------------------------------------    ------------
        Total interest income                                        2,662            1,872            -                 790

Interest expense                                                       193              112            -                  81
                                                               ----------------------------------------------    ------------
            Net interest income before provision (credit) for
            credit losses                                            2,469            1,760            -                 709

Provision (credit) for credit losses                                 1,001            1,295            -                (294)
                                                               ----------------------------------------------    ------------
            Net interest income after provision (credit) for
            credit losses                                            1,468              465            -               1,003

Noninterest income
     Gain on sale of assets                                             15                -            -                  15
     Fee income                                                        203                -            -                 203
     Accounts receivable factoring servicing revenue                   431              431            -                   -
     Miscellaneous income, net                                         184                -            -                 184
                                                               ----------------------------------------------    ------------
        Total noninterest income                                       833              431            -                 402

Noninterest expenses
     Salaries, wages, and benefits                                     557               28            -                 529
     Professional and legal fees                                       390                -            -                 390
     Accounts receivables factoring mangement and broker fees          691              681            -  (2)             10
     Other management fees - related party                             225                -            -                 225
     Loss on impairment of securities available for sale                 -                -            -                   -
     Other general and administrative                                  551               10            -                 541
                                                               ----------------------------------------------    ------------
        Total noninterest expenses                                   2,414              719            -               1,695
                                                               ----------------------------------------------    ------------
            Operating income (loss)                                   (113)             177            -                (290)

Income taxes                                                            75                -           62  (3)            137
                                                               ----------------------------------------------    ------------
     Income (loss) before minority interest                           (188)             177          (62)               (427)

Income (expense) attributable to minority interest                       3                -           (8) (4)             (5)
                                                               ----------------------------------------------    ------------
     Net income (loss)                                         $      (191)         $   177      $   (54)        $      (422)
                                                               ==============================================    ============

Net income (loss) per common share:
     Basic                                                     $     (0.04)                                      $     (0.08)
     Diluted                                                   $     (0.04)                                      $     (0.08)

Weighted average number of common shares:
     Basic                                                       5,054,687                                         5,054,687
     Diluted                                                     5,054,687                                         5,054,687






                                                WebFinancial Corporation and Subsidiaries
                              Pro Forma Condensed Consolidated Statement of Financial Condition (Unaudited)
                                                        As of September 30, 2004
                                             (Amounts in thousands except per share amounts)


                                                                                Accounts
                                                            WebFinancial       Receivable
                                                            Corporation        Factoring (5)       Adjustments        Pro Forma
                                                            -----------        -------------       -----------        ---------

    ASSETS

Cash and due from banks                                     $        4         $          -        $         -        $       4
Interest bearing deposits in other banks                        11,928                  617                  -           11,311
Fed funds sold                                                       -                    -                  -                -
                                                            --------------------------------------------------        ----------
      Total cash and cash equivalents                           11,932                  617                  -           11,315

Investment securities
      Held-to-maturity (estimated fair value $47)                   46                    -                  -               46
      Available-for-sale                                         1,658                    -                  -            1,658
                                                            --------------------------------------------------        ----------
           Total investment securities                           1,704                    -                  -            1,704

Loans, net                                                       9,047                    -                  -            9,047
Purchased receivables                                                                                                         -
      Accounts receivable factoring                              7,894                7,894                  -                -
      Other                                                         99                    -                  -               99
Allowance for credit losses                                     (1,716)                (849)                 -             (867)
                                                            --------------------------------------------------        ----------
           Total loans, net                                     15,324                7,045                  -            8,279

Foreclosed assets                                                  175                    -                  -              175
Premises and equipment, net                                         24                    -                  -               24
Accrued interest receivable                                        283                  202                  -               81
Goodwill, net                                                    1,380                    -                  -            1,380
Deferred tax assets                                                715                    -                  -              715
Other assets, net                                                2,150                  140                  -            2,010
                                                            --------------------------------------------------        ----------
                Total assets                                $   33,687         $      8,004        $         -        $  25,683
                                                            ==================================================        ==========
      LIABILITIES AND STOCKHOLDERS' EQUITY

Deposits
      Non interest-bearing demand                           $      202         $        202        $         -        $       -
      NOW/MMA accounts                                              31                   31                  -                -
      Certificates of deposit                                    8,991                6,248                  - (6)        2,743
                                                            --------------------------------------------------        ----------
           Total deposits                                        9,224                6,481                  -            2,743

Other borrowings                                                   259                  259                  -                -
Other liabilities                                                  472                  115                  -              357
                                                            --------------------------------------------------        ----------
           Total liabilities before minority interest            9,955                6,855                  -            3,100

Minority interest                                                  466                    -                  -              466

Commitments and contingencies                                        -                    -                  -                -

Stockholders' equity
      Preferred stock 10,000,000 shares authorized,
      none issued                                                    -                    -                  -                -
      Common stock, 50,000,000 shares authorized,
      $ .001 par value, 8,733,732 shares issued
      and outstanding                                                9                    -                  -                9
      Additional paid-in-capital                                47,641                    -                  -           47,641
      Accumulated deficit                                      (24,630)               1,149                  -          (25,779)
      Accumulated other comprehensive income                       246                    -                  -              246
                                                            --------------------------------------------------        ----------
           Total stockholders' equity                           23,266                1,149                  -           22,117
                                                            --------------------------------------------------        ----------
                Total liabilities and stockholders' equity  $   33,687         $      8,004        $         -        $  25,683
                                                            ==================================================        ==========





                    WebFinancial Corporation and Subsidiaries
   Notes to Pro Forma Condensed Consolidated Financial Statements (Unaudited)
           (All numbers except shares and per share data in thousands)

1. Eliminates the results of operations related to the Servicing Agreement as if
   the Receivables had been sold and the Servicing Agreement had been terminated
   as of the beginning of the period presented.

2. Some interest income and management  and  broker fee expenses  from  accounts
   receivable  factoring  remain  because of a) income and expense  from another
   accounts  receivable  factoring  arrangement  that was terminated in February
   2004 and b) income from a participation in accounts  receivable  factoring by
   WebFinancial Corporation.

3. Reflects  the  income tax  effect of the pro forma  eliminations  at the U.S.
   federal statuatory rate of 35%.

4. Reflects  the  change  to  minority  interest  as a result  of the pro  forma
   eliminations.

5. Eliminates the net assets related to the Rockland  Servicing  Agreement as if
   the Receivables had been sold and the Servicing Agreement had been terminated
   as of the balance sheet date.

6. Assumes  that  the  proceeds  of the  sale  are  used to  redeem  outstanding
   certificates  of  deposit,  which will  mature  within six months of the sale
   date.


     (c)  Exhibits.

     10.1 Asset Purchase and Assignment and Assumption  Agreement by and between
          WebBank and Rockland Credit Finance LLC dated as of December 30, 2004.





                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.



                                            WEBFINANCIAL CORPORATION
                                                   (Registrant)

Date:  January 6, 2005
                                            By:/s/ Glen M. Kassan
                                               ---------------------------------
                                               Name:  Glen M. Kassan
                                               Title: Chief Financial Officer





                                  EXHIBIT INDEX

EXHIBIT NO.      DESCRIPTION
- -----------      -----------

10.1             Asset Purchase and Assignment and  Assumption  Agreement by and
                 between WebBank and Rockland Credit  Finance  LLC  dated  as of
                 December 30, 2004.

EX-10

                                                                    Exhibit 10.1

================================================================================


             ASSET PURCHASE AND ASSIGNMENT AND ASSUMPTION AGREEMENT

                                 BY AND BETWEEN

                                     WEBBANK

                                       AND

                           ROCKLAND CREDIT FINANCE LLC




                          DATED AS OF DECEMBER 30, 2004


================================================================================



                                TABLE OF CONTENTS

                                                                            PAGE


ARTICLE 1  DEFINITIONS ........................................................1

    Section 1.1    Certain Defined Terms.......................................1

ARTICLE 2  PURCHASE AND SALE OF ASSETS.........................................4

    Section 2.1    Purchased Assets............................................4

ARTICLE 3  ASSUMED LIABILITIES.................................................4

   Section 3.1     Assumption of Liabilities...................................4

ARTICLE 4  PURCHASE PRICE AND OTHER PAYMENTS AND DELIVERIES; CLOSING...........4

   Section 4.1     Purchase Price..............................................5
   Section 4.2     Expenses....................................................5
   Section 4.3     Third Party Funds...........................................5
   Section 4.4     Final Payment Under Servicing Agreement.....................5
   Section 4.5     Payment.....................................................5
   Section 4.6     Allocation..................................................5
   Section 4.7     Closing and Closing Date....................................6
   Section 4.8     Deliveries by Buyer.........................................6
   Section 4.9     Deliveries by Seller........................................6

ARTICLE 5  REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF SELLER................7

   Section 5.1     Corporate Status; Authorization.............................7
   Section 5.2     No Conflicts................................................7
   Section 5.3     Consents....................................................7
   Section 5.4     Purchased Assets............................................7
   Section 5.5     Litigation..................................................7
   Section 5.6     No Brokers..................................................8
   Section 5.7     Authority to Amend Financing Statements.....................8
   Section 5.8     Lockbox Account and Zions Account...........................8

ARTICLE 6  REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF BUYER.................8

   Section 6.1     Corporate Status; Authorization.............................8
   Section 6.2     No Conflicts................................................9
   Section 6.3     Consents....................................................9
   Section 6.4     Litigation..................................................9
   Section 6.5     No Brokers..................................................9
   Section 6.6     Zions Account...............................................9

ARTICLE 7  MUTUAL RELEASE......................................................9

   Section 7.1     Seller's Release............................................9
   Section 7.2     Buyer's Release............................................10
   Section 7.3     Covenants Not to Sue.......................................10

ARTICLE 8  INDEMNIFICATION....................................................11

   Section 8.1     Indemnification by Seller..................................11
   Section 8.2     Indemnification by Buyer...................................12
   Section 8.3     Third Party Claims.........................................12
   Section 8.4     Survival...................................................13

ARTICLE 9  MISCELLANEOUS......................................................14

   Section 9.1     Notices....................................................14
   Section 9.2     Successors and Assigns.....................................14
   Section 9.3     No Third Party Beneficiaries...............................15
   Section 9.4     Governing Law..............................................15
   Section 9.5     Arbitration................................................15
   Section 9.6     Entire Agreement...........................................15
   Section 9.7     Severability...............................................15
   Section 9.8     Counterparts...............................................15
   Section 9.9     Headings...................................................15
   Section 9.10    Further Assurances.........................................15







             ASSET PURCHASE AND ASSIGNMENT AND ASSUMPTION AGREEMENT

     AGREEMENT made this 30th day of December,  2004, by and between WebBank,  a
Utah chartered  industrial  loan  corporation  ("SELLER"),  and Rockland  Credit
Finance LLC, a Maryland limited liability company ("BUYER").

                                   WITNESSETH:

     WHEREAS,  Buyer and Seller are party to that  certain  Amended and Restated
Servicing  Agreement  dated as of February 21, 2002  effective as of January 10,
2002, as amended (the "SERVICING AGREEMENT");

     WHEREAS,  Buyer sent a notice to Seller  dated  March 1, 2004  pursuant  to
Section 7.1 of the Servicing  Agreement  exercising its option (the "OPTION") to
purchase Seller's interest in the WebBank Portfolio (as defined in the Servicing
Agreement);

     WHEREAS,  by letter  agreement  dated May 6, 2004,  Buyer and Seller agreed
that the date by which the  purchase  and sale  pursuant  to the Option  must be
consummated is December 31, 2004; and

     WHEREAS,  pursuant to the exercise of the Option, Buyer desires to purchase
from Seller,  and Seller desires to sell to Buyer,  in accordance with the terms
and conditions set forth in this Agreement,  the Purchased  Assets (as such term
is defined herein).

     NOW, THEREFORE,  in consideration of the premises and the mutual covenants,
agreements,  representations and warranties herein contained, and subject to the
conditions hereinafter set forth, the parties hereto agree as follows:



                                    ARTICLE 1
                                   DEFINITIONS

     Section 1.1 CERTAIN DEFINED TERMS.

     As used herein,  the following terms shall have the following meanings (all
terms defined in this Section 1.1 or in other provisions of the Agreement in the
singular to have the same meanings when used in the plural and VICE VERSA):

     "ACCOUNTING DATE" shall mean the close of business on December 28, 2004.

     "AFFILIATE" of a Person,  shall mean a Person that directly,  or indirectly
through one or more  intermediaries,  controls,  is  controlled  by, or is under
common  control  with,  the  first  Person.   "CONTROL"   (including  the  terms
"CONTROLLED  BY" and "UNDER  COMMON  CONTROL  WITH") shall mean the  possession,
directly or  indirectly,  of the power to direct or cause the  direction  of the
management  policies  of a  Person,  whether  through  the  ownership  of voting
securities,  by  contract  or credit  arrangement,  as trustee or  executor,  or
otherwise.  Without limiting the generality of the previous sentence, any Person



owning thirty  percent (30%) or more of the voting  securities of another Person
shall be deemed to control that Person.

     "ASSUMED LIABILITIES" shall have the meaning ascribed to such term in
Section 3.1

     "BUSINESS DAY" shall mean a day other than a Saturday, Sunday or other day
on which commercial banks in New York City are authorized or required to close.

     "BUYER" shall have the meaning ascribed to such term in the first paragraph
of this Agreement.

     "BUYER CLAIMS" shall have the meaning ascribed to such term in Section 7.2.

     "BUYER RELEASEES" shall have the meaning ascribed to such term in
Section 7.1.

     "CLIENT" shall mean a Person from which Seller has purchased Receivables.

     "CLOSING" shall have the meaning ascribed to such term in Section 4.3.

     "CLOSING DATE" shall have the meaning ascribed to such term in Section 4.3.

     "CODE" shall mean the Internal Revenue Code of 1986, as amended.

     "CONSENT" shall mean any consent, approval, authorization, waiver, permit,
grant, franchise, concession, agreement, license, exemption or order of,
registration, certificate, declaration or filing with, or report or notice to,
any Person, including but not limited to any Governmental Authority.

     "CONTRACTS" shall have the meaning ascribed to such term in Section 2.1(b).

     "COVERED ACTION OF BUYER" shall mean any action or omission of Buyer taken
or omitted during the term of the Servicing Agreement that violated or was
otherwise not in accordance with, or (unless expressly authorized, directed or
consented to by WebBank) was outside the ordinary course of conduct of, Buyer's
obligations under the Servicing Agreement.

     "EXPENSES" shall have the meaning ascribed to such term in Section 4.2.

     "FINAL SERVICING AGREEMENT PAYMENT" shall have the meaning ascribed to such
term in Section 4.4.

     "GOVERNMENTAL APPROVAL" shall mean any Consent of, with or to any
Governmental Authority.

     "GOVERNMENTAL AUTHORITY" shall mean any federal, state, regional, county,
city, municipal or local government, whether foreign or domestic, or any
department, agency, bureau or other administrative or regulatory body obtaining
authority from any of the foregoing, including, without limitation, courts,
public utilities and sewer authorities.

                                       2


     "LIEN" shall mean any mortgage, pledge, hypothecation, claim, assessment,
security interest, lease, sublease, license, lien, conditional sale contract,
title retention contract, adverse claim or interest, easement, encroachment,
title defect, voting trust agreement, option, charge, right of first refusal or
other encumbrance or restriction of any kind, or rights of others or other
contract to give any of the foregoing.

     "LOCKBOX ACCOUNT" shall have the meaning ascribed to such term in
Section 4.9(b).

     "LOCKBOX AGREEMENT" shall have the meaning ascribed to such term in
Section 4.9(b).

     "LOCKBOX BANK" shall have the meaning ascribed to such term in
Section 4.9(b).

     "MUTUAL RELEASE" shall mean the releases granted pursuant to Article 7.

     "OPTION" shall have the meaning ascribed to such term in the second
"Whereas" clause of this Agreement.

     "PARTICIPANT" shall mean a Person who participates in the purchase by
Seller of Receivables pursuant to an agreement between Seller, as lead, and such
Person, as participant.

     "PERSON" shall mean any natural Person, corporation, general partnership,
limited partnership, limited liability company, other business organization,
trust, union, association or Governmental Authority or other entity.

     "PURCHASE PRICE" shall have the meaning ascribed to such term in
Section 4.1.

     "PURCHASED ASSETS" shall have the meaning ascribed to such term in
Section 2.1.

     "RECEIVABLES" shall have the meaning ascribed to such term in
Section 2.1(a).

     "SELLER" shall have the meaning ascribed to such term in the first
paragraph of this Agreement.

     "SELLER CLAIMS" shall have the meaning ascribed to such term in
Section 7.1.

     "SELLER RELEASEES" shall have the meaning ascribed to such term in
Section 7.2.

     "SERVICING AGREEMENT" shall have the meaning ascribed to such term in the
first "Whereas" clause of this Agreement.

     "THIRD PARTY CLAIM" shall have the meaning ascribed to such term in
Section 8.3.

     "THIRD PARTY FUNDS" shall have the meaning ascribed to such term in
Section 4.3.

     "ZIONS" shall mean Zions First National Bank of Salt Lake City, Utah.

                                       3


     "ZIONS ACCOUNT" shall mean Account # xxxxx in the name of Seller at Zions.


                                   ARTICLE 2
                           PURCHASE AND SALE OF ASSETS

     Section 2.1 PURCHASED ASSETS.

     Subject to and upon the terms and conditions  set forth in this  Agreement,
Seller hereby sells,  assigns,  transfers and delivers to Buyer on and as of the
date  hereof,  and Buyer  hereby  purchases  and  acquires on and as of the date
hereof,  free and  clear of all  Liens,  all of the  following  assets of Seller
(collectively, the "PURCHASED ASSETS"):

     (a) All  accounts  held by Seller and  purchased by Seller from the clients
listed on SCHEDULE 2.1(A) hereto (the "RECEIVABLES");

     (b)  all  of  Seller's  right,  title  and  interest  under  the  factoring
agreements  and  participation  agreements  (whether  written or oral) listed on
SCHEDULE  2.1(B)  hereto  and  all  other  contracts,  arrangements,  and  other
agreements,  arrangements,  commitments  and  understandings,  written  or oral,
related thereto or to the Receivables (collectively, the "CONTRACTS"), including
but not limited to all right,  interest and priority of Seller as secured  party
in respect of collateral securing obligations to Seller under the Contracts; and
any right to assert  claims  and take  other  rightful  actions  in  respect  of
breaches, defaults and other violations of the Contracts;

     (c) all rights to causes of action, lawsuits, judgments, claims and demands
of any  nature  available  to or being  pursued  by Seller  with  respect to the
ownership, use, function or value of any Purchased Asset, whether arising by way
of counterclaim or otherwise; and

     (d) all  guarantees  and similar  rights in favor of Seller with respect to
any Purchased Asset.

                                   ARTICLE 3
                               ASSUMED LIABILITIES

     Section 3.1 ASSUMPTION OF LIABILITIES.

     Subject  to  and  upon  the  terms  set  forth  in  this  Agreement  and in
consideration  for the Purchased  Assets to be  transferred to Buyer pursuant to
Section 2.1, Buyer hereby assumes and agrees to pay and perform all  obligations
of Seller under the Contracts  and otherwise in respect of the Purchased  Assets
arising  after 9:00 A.M.  Eastern time on the Closing Date,  including,  without
limitation,  all obligations,  if any, to provide funding to Clients, and to pay
Third Party Funds to the parties  entitled to receive such funds,  in accordance
with the terms of any Contracts applicable thereto  (collectively,  the "ASSUMED
LIABILITIES").



                                       4



                                   ARTICLE 4
            PURCHASE PRICE AND OTHER PAYMENTS AND DELIVERIES; CLOSING


     Section 4.1 PURCHASE PRICE. In consideration for the Purchased Assets to be
transferred  to Buyer  pursuant to Section  2.1,  Buyer is  obligated  to pay to
Seller as the aggregate  purchase price therefor the sum of  $5,791,395.41  (the
"PURCHASE  PRICE")  (the  computation  of which is set  forth  in  SCHEDULE  4.1
hereto).

     Section 4.2  EXPENSES.  Buyer is  obligated  to pay to Seller the amount of
$0.00 (the  "EXPENSES"),  in full  payment of  Seller's  costs and  expenses  of
consummating the transactions contemplated by this Agreement.

     Section  4.3 THIRD  PARTY  FUNDS.  Seller is  obligated  to pay to Buyer an
amount  equal  to the  aggregate  of the  following  held  by  Seller  as of the
Accounting Date (the "THIRD PARTY FUNDS"):

     (a)  $320,700.60,  representing  (i) funds collected from Clients'  account
debtors not representing  payments in respect of Receivables purchased by Seller
and  (ii)  balances  owed  to  Clients  in  respect  of the  purchase  price  of
Receivables that have been duly paid and collected; and

     (b) $649,931.36, representing (i) funds collected from Participants and not
yet invested by Seller in the purchase of Receivables and (ii) funds received in
payment of Receivables in which Participants have an interest that are allocable
to, but have not yet been remitted to, such Participants.

     Section 4.4 FINAL PAYMENT UNDER SERVICING AGREEMENT. Seller is obligated to
pay  to  Buyer  the  amount  of  $107,062.64  (the  "FINAL  SERVICING  AGREEMENT
PAYMENT"), representing payment in full of all amounts payable by to Buyer under
the  Servicing  Agreement,  including  without  limitation  Sections 6.3 and 4.2
thereof.  The parties understand and agree that after such payment,  the Deposit
Account (as that term is defined in the  Servicing  Agreement)  will have a zero
balance.

     Section 4.5 PAYMENT.  The  obligations  of Buyer to Seller and of Seller to
Buyer under  Sections  4.1, 4.2, 4.3 and 4.4 hereof shall be settled by a single
payment,  which  shall  be made by  Buyer  to  Seller  simultaneously  with  the
execution  and  delivery  of this  Agreement  by wire  transfer  of  immediately
available funds to an account  specified in writing by Seller,  in the amount of
$4,713,700.81 (the "SETTLEMENT  PAYMENT")  (representing the Purchase Price plus
the Expenses reduced by the Third Party Funds and reduced by the Final Servicing
Agreement Payment).

     Section 4.6 ALLOCATION.  The parties agree that Buyer's  acquisition of the
Purchased Assets will be an "applicable asset  acquisition"  governed by Section
1060 of the Code and that the Purchase Price shall be allocated  entirely to the
Receivables.  Each of  Buyer  and  Seller  agrees  to  complete  IRS  Form  8594
consistently with such allocation and, if requested by the other, to furnish the
other with a copy of such Form prepared in draft form no less than 45 days prior
to the filing due date of such Form. None of Buyer, Buyer's Affiliates or Seller
shall  file any  return  or take a  position  with any  taxing  authority  or in


                                       5


connection  with any tax  related  litigation  that is  inconsistent  with  this
Section 4.6,  unless  required to do so pursuant to a  determination  within the
meaning of Section 1313(a) of the Code.

     Section 4.7 CLOSING AND CLOSING  DATE.  The closing (the  "CLOSING") of the
sale and purchase of the Purchased Assets shall take place  simultaneously  with
the execution  and delivery of this  Agreement by exchange of  documentation  by
mail and/or  facsimile and payment of funds by wire transfer as provided herein,
or at such other time and place upon  which the  parties  may agree.  The day on
which  the  Closing  actually  occurs  is herein  sometimes  referred  to as the
"CLOSING DATE". At the Closing,  the parties shall make the deliveries set forth
below.

     Section 4.8  DELIVERIES BY BUYER.  Buyer shall deliver to Seller at Closing
the following:

     (a) payment of the  Settlement  Payment in the manner  described in Section
4.5; and

     (b) such other  documents and  instruments as Seller shall have  reasonably
requested  as to (i)  the  accuracy  and  validity  of or  compliance  with  all
representations,  warranties  and covenants  made by Buyer in this Agreement and
the other documents and agreements contemplated hereby, (ii) the satisfaction of
all  conditions  contained  herein  or  therein  and  (iii)  all  other  matters
pertaining hereto and thereto.

     Section 4.9 DELIVERIES BY SELLER.  Seller shall deliver to Buyer at Closing
the following:

     (a) a letter from Seller  addressed to Bank of America,  N.A. (the "LOCKBOX
BANK"),  with  respect  to Account # XXXXXX at the  Lockbox  Bank in the name of
Rockland Credit Finance, LLC F/B/O WebBank (the "LOCKBOX ACCOUNT") and the Three
Party Agreement  Relating to Lockbox  Services dated as of January 10, 2002 with
respect to the Lockbox Account (the "LOCKBOX AGREEMENT"),  directing the Lockbox
Bank,  immediately  upon receipt of such  letter,  to (i) cease making the daily
sweeps from the Lockbox  Account to the Zions  Account  (referred  to in Section
1(d) of the  Lockbox  Agreement)  and  (ii)  remove  from  the  Lockbox  Account
designation the reference to Seller's beneficial interest therein,  which letter
Buyer is authorized to deliver to the Lockbox Bank at any time after Closing;

     (b) all original agreements,  documents, plans, reports, books, records and
files in Seller's possession relating,  directly or indirectly, to the Purchased
Assets not then in the possession of Buyer,  PROVIDED that Seller may retain any
tax returns,  reports or forms,  and Buyer shall be provided with copies of such
returns,  reports or forms only to the extent that they relate to the  Purchased
Assets; and

     (c) such other  documents and  instruments  as Buyer shall have  reasonably
requested  as to (i)  the  accuracy  and  validity  of or  compliance  with  all
representations,  warranties  and covenants made by Seller in this Agreement and
the other documents and agreements contemplated hereby, (ii) the satisfaction of
all  conditions  contained  herein  or  therein  and  (iii)  all  other  matters
pertaining hereto and thereto.

                                       6


                                   ARTICLE 5
              REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF SELLER

     Seller represents and warrants to and agrees with Buyer as follows:

     Section  5.1  CORPORATE  STATUS;  AUTHORIZATION.   Seller  is  a  chartered
industrial  loan  corporation,  duly  organized,  validly  existing  and in good
standing under the laws of the State of Utah. Seller has the corporate power and
authority to execute and deliver this  Agreement  and all other  agreements  and
documents to be executed and delivered by it in connection herewith,  to perform
fully  its   obligations   hereunder  and   thereunder  and  to  consummate  the
transactions  contemplated  hereby and thereby.  The  execution  and delivery by
Seller of this  Agreement and all other  agreements and documents to be executed
and delivered by it in connection  herewith,  the  performance  by Seller of its
obligations  hereunder and thereunder,  and the consummation of the transactions
contemplated  hereby and thereby  have been duly and validly  authorized  by all
requisite corporate acts and other proceedings of Seller. This Agreement and all
other  agreements  and  documents  to be  executed  and  delivered  by Seller in
connection  herewith have been duly and validly executed and delivered by Seller
and  constitute  legal,  valid and binding  obligations  of Seller,  enforceable
against  it in  accordance  with  their  respective  terms  except  (i) as  such
enforceability  may be  limited by or  subject  to any  bankruptcy,  insolvency,
reorganization,  moratorium or other similar laws  affecting  creditors'  rights
generally,  (ii) as such obligations are subject to general principles of equity
or (iii) as rights to  indemnity  may be limited by federal or state  securities
laws or by public policy.

     Section  5.2 NO  CONFLICTS.  Neither  the  execution  and  delivery of this
Agreement or any other  agreement  or document to be executed  and  delivered in
connection  herewith,  nor the  consummation  of the  transactions  contemplated
hereby, will (a) violate any law, statute,  regulation,  rule, judgment,  order,
decree,  stipulation,  injunction,  writ,  charge,  or other  restriction of any
Governmental  Authority  to which  Seller is bound or subject or by which any of
its properties or assets is subject or bound or any provision of the Articles of
Incorporation  and By-laws of Seller,  or (b) conflict with,  result in a breach
of,  constitute a default under,  result in the  acceleration  of, create in any
party the right to  accelerate,  terminate,  modify or cancel,  or  require  any
notice under, any contract, instrument,  agreement or other arrangement to which
Seller is a party or by which  Seller  or any of its  properties  or assets  are
bound or subject.

     Section 5.3 CONSENTS. No Governmental Approval or other Consent is required
to be obtained or made by Seller in connection with the execution,  delivery and
performance  of this Agreement or any other  agreement or document  executed and
delivered  in  connection   herewith  or  the  consummation  by  Seller  of  the
transactions contemplated hereby or thereby that has not been obtained or made.

     Section 5.4 PURCHASED  ASSETS.  Seller is the owner of, and has valid title
to, all of the Purchased Assets, free and clear of Liens.

     Section  5.5  LITIGATION.  As of the date of this  Agreement,  there are no
claims,  demands,  suits,  proceedings or litigations of any kind pending or, to
the knowledge of Seller,  threatened to which Seller is a party and which relate


                                       7


to this Agreement or the performance by Seller of its obligations hereunder.

     Section 5.6 NO BROKERS. Seller has not entered into and will not enter into
any agreement, arrangement or understanding with any Person which will result in
the obligation of Buyer to pay any finders fee, brokerage  commission or similar
payment in connection with the transactions contemplated hereby.

     Section  5.7  AUTHORITY  TO  AMEND  FINANCING  STATEMENTS.   Seller  hereby
authorizes  Buyer  to  amend  any  and all  Uniform  Commercial  Code  financing
statements  of record  naming  Seller as secured party and any of the Clients as
debtor so as to name Buyer as secured party thereunder.

     Section 5.8 LOCKBOX ACCOUNT AND ZIONS ACCOUNT.

     (a) If,  after the  Accounting  Date,  any  funds  paid in  respect  of the
Receivables are swept from the Lockbox Account to the Zions Account, contrary to
the direction letter referred to in Section 4.9(a) hereof, or are otherwise paid
by the  Lockbox  Bank to Seller or are paid by account  debtors  directly to the
Zions  Account,  then  Seller  shall  remit such funds to Buyer  promptly  after
receipt.

     (b) Seller  shall keep the Zions  Account  open,  and shall permit Buyer to
have internet  access to  information  concerning  the Zions Account to the same
extent that Buyer currently has such access,  for a period ending on the earlier
of (i) 180 days  following  the  Closing or (ii)  receipt by Seller of a written
notice from Buyer authorizing  Seller to close the Zions Account,  provided that
Buyer pays to Seller amounts equal to all account maintenance, wire transfer and
other fees payable by Seller with respect to the Zions  Account  promptly  after
Seller's request for such payments from time to time.

                                   ARTICLE 6
               REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF BUYER

     Buyer represents and warrants to and agrees with Seller as follows:

     Section 6.1 CORPORATE STATUS;  AUTHORIZATION.  Buyer is a limited liability
company duly organized,  validly existing and in good standing under the laws of
the  State of  Maryland.  Buyer  has the  limited  liability  company  power and
authority to execute and deliver this  Agreement  and all other  agreements  and
documents to be executed and delivered by it in connection herewith,  to perform
fully  its   obligations   hereunder  and   thereunder  and  to  consummate  the
transactions  contemplated  hereby and thereby.  The  execution  and delivery by
Buyer of this  Agreement and all other  agreements  and documents to be executed
and  delivered by it in connection  herewith,  the  performance  by Buyer of its
obligations  hereunder and thereunder,  and the consummation of the transactions
contemplated  hereby and thereby  have been duly and validly  authorized  by all
requisite  limited  liability  company acts and other proceedings of Buyer. This
Agreement and all other agreements and documents to be executed and delivered by
Buyer in connection  herewith have been duly and validly  executed and delivered
by  Buyer  and  constitute  legal,  valid  and  binding  obligations  of  Buyer,


                                       8


enforceable  against it in accordance with their  respective terms except (i) as
such enforceability may be limited by or subject to any bankruptcy,  insolvency,
reorganization,  moratorium or other similar laws  affecting  creditors'  rights
generally,  (ii) as such obligations are subject to general principles of equity
and (iii) as rights to indemnity  may be limited by federal or state  securities
laws or by public policy.

     Section  6.2 NO  CONFLICTS.  Neither  the  execution  and  delivery of this
Agreement or any other  agreement  or document to be executed  and  delivered in
connection  herewith,  nor the  consummation  of the  transactions  contemplated
hereby, will (a) violate any law, statute,  regulation,  rule, judgment,  order,
decree,  stipulation,  injunction,  writ,  charge,  or other  restriction of any
Governmental Authority to which Buyer is bound or subject or by which any of its
properties  or assets is subject or bound or any  provision  of the  articles of
organization or operating  agreement of Buyer, or (b) conflict with, result in a
breach of, constitute a default under,  result in the acceleration of, create in
any party the right to accelerate,  terminate,  modify or cancel, or require any
notice under, any contract, instrument,  agreement or other arrangement to which
Buyer is a party or by which Buyer or any of its  properties or assets are bound
or subject.

     Section 6.3 CONSENTS. No Governmental Approval or other Consent is required
to be obtained or made by Buyer in connection with the execution and delivery of
this  Agreement or any other  agreement or document to be executed and delivered
in connection  herewith or the  consummation  of the  transactions  contemplated
hereby or thereby.

     Section  6.4  LITIGATION.  As of the date of this  Agreement,  there are no
claims,  demands,  suits,  proceedings or litigations of any kind pending or, to
the knowledge of Buyer, threatened to which Buyer is a party and which relate to
this Agreement or the performance by Buyer of its obligations hereunder.

     Section 6.5 NO  BROKERS.  Buyer has not  entered  into,  and will not enter
into, any agreement,  arrangement  or  understanding  with any Person which will
result in the obligation of Seller to pay a finder's fee,  brokerage  commission
or similar payment in connection with the transactions contemplated hereby.

     Section 6.6 ZIONS  ACCOUNT.  Promptly  after  Closing,  Buyer shall  notify
account debtors that have been making payments  directly to the Zions Account to
remit funds to an account designated by Buyer other than the Zions Account.


                                   ARTICLE 7
                                 MUTUAL RELEASE

     Section 7.1 SELLER'S RELEASE.  Seller hereby remises,  releases and forever
discharges  Buyer,  and  each  of  its  predecessors,   parents,   subsidiaries,
Affiliates,  and the past,  present  and  future  members,  partners,  officers,
directors,  employees,  agents,  consultants,  representatives,  attorneys,  and
insurers of any of the  foregoing,  together with all  successors and assigns of
any of the foregoing (the "BUYER  RELEASEES")  of and from all claims,  demands,
actions,  causes  of  action,  rights  of  action,   controversies,   covenants,


                                       9


obligations,  agreements,  damages, penalties,  interest, fees, expenses, costs,
remedies,  reckonings,  extents,   responsibilities,   liabilities,  suits,  and
proceedings of whatsoever  kind,  nature,  or  description,  direct or indirect,
vested or contingent,  known or unknown, suspected or unsuspected,  in contract,
tort, law, equity, or otherwise, under the laws of any jurisdiction, that Seller
or its successors or assigns, ever had, now has, or hereafter can, shall, or may
have,  against the Buyer  Releasees,  including  without  limitation  any of the
foregoing  relating  to or  arising  out of the  Servicing  Agreement,  from the
beginning of the world  through and  including  the date of this Mutual  Release
("SELLER CLAIMS"), other than any and all rights that Seller may have under this
Agreement.

     Seller  hereby  expressly  waives  any and all  laws  or  statutes,  of any
jurisdiction  whatsoever,  which may provide  that a release  does not extend to
claims not known or suspected to exist at the time of executing a release  which
if known would have materially affected the decision to give said release. It is
expressly  intended  and agreed that this Mutual  Release does in fact extend to
such unknown or unsuspected  Seller Claims related to anything that has happened
to the date hereof even if knowledge thereof would have materially  affected the
decision to give said release.  Seller hereby  represents  and warrants to Buyer
that it has not assigned,  transferred  or otherwise  conveyed any of the Seller
Claims being released herein.

     Section 7.2 BUYER'S  RELEASE.  Buyer hereby  remises,  releases and forever
discharges  Seller,  and  each  of  its  predecessors,   parents,  subsidiaries,
Affiliates, and the past, present and future shareholders,  partners,  officers,
directors,  employees,  agents,  consultants,  representatives,  attorneys,  and
insurers of any of the  foregoing,  together with all  successors and assigns of
any of the foregoing (the "SELLER  RELEASEES") of and from all claims,  demands,
actions,  causes  of  action,  rights  of  action,   controversies,   covenants,
obligations,  agreements,  damages, penalties,  interest, fees, expenses, costs,
remedies,  reckonings,  extents,   responsibilities,   liabilities,  suits,  and
proceedings of whatsoever  kind,  nature,  or  description,  direct or indirect,
vested or contingent,  known or unknown, suspected or unsuspected,  in contract,
tort, law, equity, or otherwise, under the laws of any jurisdiction,  that Buyer
or its successors or assigns, ever had, now has, or hereafter can, shall, or may
have,  against the Seller  Releasees,  including  without  limitation any of the
foregoing  relating  to or  arising  out of the  Servicing  Agreement,  from the
beginning of the world  through and  including  the date of this Mutual  Release
("BUYER  CLAIMS"),  other than any and all rights that Buyer may have under this
Agreement.

     Buyer  hereby  expressly  waives  any and  all  laws  or  statutes,  of any
jurisdiction  whatsoever,  which may provide  that a release  does not extend to
claims not known or suspected to exist at the time of executing a release  which
if known would have materially affected the decision to give said release. It is
expressly  intended  and agreed that this Mutual  Release does in fact extend to
such unknown or  unsuspected  Buyer Claims related to anything that has happened
to the date hereof even if knowledge thereof would have materially  affected the
decision to give said release.  Buyer hereby  represents  and warrants to Seller
that it has not  assigned,  transferred  or otherwise  conveyed any of the Buyer
Claims being released herein.

     Section 7.3 COVENANTS NOT TO SUE.

                                       10


     (a) Seller covenants and agrees that, in the event Seller obtains, directly
or indirectly, a Seller Claim or the right to assert a Seller Claim, against any
one or more of the Buyer Releasees,  it shall not pursue or assert,  or cause to
be pursued  or  asserted,  any such  Seller  Claim.  In  furtherance  and not in
limitation of the foregoing, Seller covenants and agrees that neither it nor any
of its Affiliates shall ever,  individually or with any other Person,  commence,
aid in any way,  prosecute or cause or permit to be commenced or prosecuted  any
action or other proceeding,  including,  without limitation,  any arbitration or
other alternative dispute resolution procedure, based upon any Seller Claim, and
represents  and agrees  that  neither it nor any of its  Affiliates  has made or
filed  or will  make or file or cause to be made or  filed  any  claim,  charge,
allegation,  or complaint,  whether  formal,  informal,  or anonymous,  with any
Governmental  Authority,  relating  in any  manner  to  any  Seller  Claim.  The
provisions  of this Article 7 may be pleaded as a full and complete  defense to,
and may be used as the basis for an  injunction  against,  any  action,  suit or
other  proceeding  that may be  instituted,  prosecuted  or  attempted in breach
thereof.

     (b) Buyer  covenants and agrees that, in the event Buyer obtains,  directly
or indirectly,  a Buyer Claim or the right to assert a Buyer Claim,  against any
one or more of the Seller Releasees,  it shall not pursue or assert, or cause to
be  pursued  or  asserted,  any such  Buyer  Claim.  In  furtherance  and not in
limitation of the foregoing,  Buyer covenants and agrees that neither it nor any
of its Affiliates shall ever,  individually or with any other Person,  commence,
aid in any way,  prosecute or cause or permit to be commenced or prosecuted  any
action or other proceeding,  including,  without limitation,  any arbitration or
other alternative dispute resolution procedure,  based upon any Buyer Claim, and
represents  and agrees  that  neither it nor any of its  Affiliates  has made or
filed  or will  make or file or cause to be made or  filed  any  claim,  charge,
allegation,  or complaint,  whether  formal,  informal,  or anonymous,  with any
Governmental  Authority,  relating  in  any  manner  to  any  Buyer  Claim.  The
provisions  of this Article 7 may be pleaded as a full and complete  defense to,
and may be used as the basis for an  injunction  against,  any  action,  suit or
other  proceeding  that may be  instituted,  prosecuted  or  attempted in breach
thereof.

                                    ARTICLE 8
                                 INDEMNIFICATION

     The parties hereto agree to indemnify,  defend and hold each other harmless
as follows:

     Section 8.1 INDEMNIFICATION BY SELLER.  Seller shall defend,  indemnify and
hold Buyer and its Affiliates and the directors, officers, members, shareholders
and employees of Buyer and its Affiliates  harmless from and against all claims,
charges,  losses,  damages,  fines,  penalties,  expenses (including  reasonable
attorneys' fees), other costs,  amounts paid in settlement,  judgments and other
liabilities that they may suffer, sustain or incur or become subject to, arising
out of, based upon, or in connection with any of the following:

                                       11


     (a) any misrepresentation or breach or violation of the representations and
warranties of Seller set forth in this Agreement,  the Schedules  annexed hereto
or any certificate delivered in connection herewith;

     (b) any failure to perform any of the  covenants  and  agreements of Seller
set forth in this Agreement or any certificate delivered in connection herewith;

     (c) any claim or proceeding against Seller by the Federal Deposit Insurance
Corporation,  the  Utah  Department  of  Financial  Institutions  or  any  other
Governmental  Authority having  jurisdiction  over WebBank,  other than any such
claim or proceeding based on a Covered Action of Buyer; or

     (d) any  actions,  suits,  proceedings  or demands in  connection  with the
foregoing or the enforcement of Buyer's rights under this Agreement.

     Section 8.2  INDEMNIFICATION  BY BUYER.  Buyer shall defend,  indemnify and
hold  Seller  and  its  Affiliates  and  the   directors,   officers,   members,
shareholders  and  employees  of Seller  and its  Affiliates  harmless  from and
against  all  claims,  charges,  losses,  damages,  fines,  penalties,  expenses
(including reasonable attorneys' fees), other costs, amounts paid in settlement,
judgments and other liabilities that they may suffer, sustain or incur or become
subject  to,  arising  out of,  based  upon,  or in  connection  with any of the
following:

     (a) any misrepresentation or breach or violation of the representations and
warranties of Buyer set forth in this Agreement or any certificate  delivered in
connection herewith;

     (b) any failure to perform any of the covenants and agreements of Buyer set
forth in this  Agreement,  the Schedules  annexed  hereto or in any  certificate
delivered in connection herewith;

     (c) any Third Party Claim arising out of a Covered Action of Buyer; or

     (d) any actions,  suits,  proceedings,  or demands in  connection  with the
foregoing or the enforcement of Seller's rights under this Agreement.

     Section 8.3 THIRD PARTY CLAIMS.

     (a) If any claim or demand is asserted  against an  indemnified  party by a
third  party  with  respect  to any matter  under the  indemnities  set forth in
Sections  8.1 or 8.2 (a  "THIRD  PARTY  CLAIM"),  the  indemnified  party  shall
promptly  give  written  notice and  details  thereof,  including  copies of all
pleadings  and the  pertinent  documents,  to the  indemnifying  party,  but the
indemnifying  party's  obligations  shall not be affected by the failure to give
such notice except to the extent that it can demonstrate  that it was materially
prejudiced  thereby.  Within  twenty  (20) days of receipt of such  notice,  the
indemnifying  party shall (i) pay the Third  Party Claim  either in full or upon
compromise  agreed to by the  indemnifying  party or (ii) notify the indemnified
party that the indemnifying  party disputes the Third Party Claim and intends to
defend  against it, and  thereafter so defend and pay any adverse final judgment
or  award  or  settlement  amount  in  regard  thereto.  Such  defense  shall be


                                       12


controlled  by the  indemnifying  party,  and the cost of such defense  shall be
borne  by it,  except  that  the  indemnified  party  shall  have  the  right to
participate  in such defense at its own expense.  The  indemnifying  party shall
have the right to settle or  compromise  any Third  Party  Claim of which it has
assumed the defense only upon the receipt of written  consent to such settlement
or  compromise  from  the  indemnified   party,   which  consent  shall  not  be
unreasonably withheld;  PROVIDED,  HOWEVER, that the indemnified party shall not
be obligated to consent to any  settlement  unless it involves  claims for money
damages only,  which are being paid in full by the  indemnifying  party, and any
such failure to consent shall not be deemed unreasonable.

     (b) If the indemnifying  party fails to take action within twenty (20) days
as set forth  above,  then the  indemnified  party  shall have the right to pay,
compromise  or defend  any Third  Party  Claim and to assert  the  amount of any
payment on the Third Party Claim plus the expense of defense or settlement as an
indemnity claim. The indemnified party shall also have the right, exercisable in
good faith and upon reasonable prior notice to the  indemnifying  party, to take
such action as may be necessary to avoid a default  prior to the  assumption  of
the defense of the Third Party Claim by the indemnifying  party and any expenses
incurred by so acting shall be paid by the indemnifying party.

     (c) Payment of Third Party Claims shall be made in accordance  with Section
8.3(a)  above.  With  respect to all claims other than Third Party  Claims,  the
indemnifying  party shall  promptly pay or reimburse  the  indemnified  party in
respect of any claim or  liability  to which the  foregoing  indemnities  relate
after  receipt of written  notice  from the  indemnified  party  outlining  with
reasonable particularity the nature and amount of the claim(s). In the event the
indemnifying  party fails or refuses to make  payment  for such claims  within a
period of twenty  (20) days from the date of notice to the  indemnifying  party,
the  indemnified  party shall be entitled to exercise  all legal means of relief
available  and also shall be entitled  to receive  from the  indemnifying  party
interest  on the full  amount of such  claims,  such  interest  to accrue at the
maximum  rate  allowable  by law from and after  such  twentieth  day until such
claims are paid in full.

     (d)  With  respect  to  any  claim  for  indemnification   hereunder,   the
indemnified  party  will  give  to  the  indemnifying  party  and  its  counsel,
accountants and other representatives  reasonable access, during normal business
hours and upon the giving of reasonable  prior notice,  to its books and records
relating to such claims,  and to its employees,  accountants,  counsel and other
representatives,  all  without  charge to the  indemnifying  party,  except  for
reimbursement of reasonable  out-of-pocket  expenses.  In this regard, after the
assertion of a claim for indemnity, the indemnified party agrees to maintain any
of its  books and  records  which  may  relate to the claim for  indemnification
hereunder for such period of time as may be necessary to enable the indemnifying
party to resolve such claim.

     Section 8.4  SURVIVAL.  Except as otherwise  specifically  provided in this
Agreement, all representations,  warranties,  covenants and agreements of Seller
and Buyer hereunder,  and the obligations of defense and indemnity  contained in
this Article 8, shall survive the Closing.



                                       13


                                   ARTICLE 9
                                  MISCELLANEOUS

     Section 9.1 NOTICES. Any notice, request, demand, waiver, consent, approval
or other  communication  which is required or  permitted  hereunder  shall be in
writing  and shall be  deemed  given  only if  delivered  personally  or sent by
registered  or  certified  mail or by Federal  Express or other  overnight  mail
service, postage prepaid, or by facsimile,  with written confirmation to follow,
as follows:

             to Seller:

             WebBank
             6440 South Wasatch Boulevard, Suite 300
             Salt Lake City, Utah 84121
             Attention:
             Facsimile:

             with a copy to:

             Olshan Grundman Frome Rosenzweig & Wolosky LLP
             Park Avenue Tower
             65 East 55th Street
             New York, New York 10022
             Attention:  Steven Wolosky, Esq.
             Facsimile: 212-451-2222

             to Buyer:

             Rockland Credit Finance LLC
             6 Park Center Court, Suite 212
             Owings Mills, Maryland 21117
             Facsimile:

             with a copy to:

             Matthew C. Brenneman, Esq.
             Matthew C. Brenneman P.A.
             22 Pinecliff Drive
             Marblehead, MA  01945
             Facsimile: 781-631-1693


     Section 9.2  SUCCESSORS AND ASSIGNS.  This Agreement  shall be binding upon
and inure to the  benefit of Seller and Buyer and their  respective  successors,
assigns, heirs and legal representatives. This Agreement shall not be assignable
by either party without the prior written consent of the other party.

                                       14


     Section 9.3 NO THIRD PARTY  BENEFICIARIES.  This Agreement shall not confer
any  rights  or  remedies  upon any  Person  other  than the  parties  and their
respective  successors  and  permitted  assigns,  and the  Persons  entitled  to
indemnification as provided in Article 8.

     Section  9.4  GOVERNING  LAW.  This  Agreement  shall  be  governed  by and
construed in accordance  with the internal laws of the State of New York without
giving effect to principles of conflicts of law.

     Section 9.5 ARBITRATION. Notwithstanding anything to the contrary set forth
in the is  Agreement,  in the event that there  shall be a dispute  between  the
parties  arising out of or relating to this  Agreement,  the parties  agree that
such dispute  shall be  submitted to  confidential  binding  arbitration  in the
Borough of  Manhattan,  New York,  New York before a panel of three  arbitrators
jointly  agreed by  Seller,  on one hand,  and  Buyer,  on the  other  hand,  in
accordance with the rules of the American Arbitration Association within 45 days
of a party providing notice of the existence of a dispute;  provided that if the
parties  are  unable to  jointly  agree on the  arbitrators,  each of them shall
select one  arbitrator and the two selected  arbitrators  shall jointly select a
third arbitrator within 30 days thereafter. Any award issued as a result of such
arbitration  shall be final and  binding  on the  parties  hereto,  and shall be
enforceable  by any  court  having  jurisdiction  over the  party  against  whom
enforcement is sought.

     Section  9.6  ENTIRE  AGREEMENT.  This  Agreement  constitutes  the  entire
agreement  between the parties  with  respect to the subject  matter  hereof and
there are no terms other than contained herein; this Agreement cannot be changed
or terminated orally; no waiver of any breach of any provision of this Agreement
shall be deemed a waiver of a breach of a similar or dissimilar provision at the
same time or any prior or subsequent time or of the provision itself.

     Section  9.7  SEVERABILITY.  In the  event  that  any  one or  more  of the
provisions of this Agreement shall for any reason be held to be invalid, illegal
or unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provisions of this Agreement and this Agreement shall
be construed as if such invalid, illegal or unenforceable provision had not been
contained herein.

     Section 9.8  COUNTERPARTS.  This  Agreement  may be executed in one or more
counterparts,  each of which  shall be an  original,  but all of which  shall be
deemed to be one and the same instrument and facsimile or photostatic  copies of
an executed counterpart shall be given the same effect as the original.

     Section 9.9 HEADINGS. The headings of this Agreement are for convenience of
reference  only  and  shall  not  affect  in any  manner  any of the  terms  and
conditions hereof.

     Section  9.10  FURTHER  ASSURANCES.  Each of the parties  hereto  agrees to
execute and deliver such  documents  and to take such other actions as the other
party hereto may  reasonably  request to confirm or evidence the purchase,  sale
and  transfer  of  the  Purchased  Assets  or  the  assumption  of  the  Assumed
Liabilities as provided herein.

                                       15


                   [Signatures appear on the following page.]


                                       16



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

                                    WEBBANK


                                    By /s/ James R. Henderson
                                       ---------------------------------------
                                    Name:  James R. Henderson
                                    Title: Chairman of the Board

                                    ROCKLAND CREDIT FINANCE LLC


                                    By /s/ John Fox
                                       --------------------------------------
                                    Name:  John Fox
                                    Title: President and General Manager




                                    SCHEDULES

The following schedules are annexed to and form a part of the Asset Purchase and
Assignment  and  Assumption  Agreement  dated as of December  30,  2004  between
WebBank and Rockland Credit Finance LLC.






                                 SCHEDULE 2.1(A)

                                FACTORING CLIENTS

ABLE TECHNOLOGIES INC.,                           NYLON WORLDWIDE MEDIA, LLC
d/b/a AQUARIUS
ADTECH SYSTEMS, INC                               PERSONNEL SERVICES INC.
ALLAGE INTELLIGENT TECHNOLOGIES, LLC              PHOENIX HOLDING COMPANY, INC
APPALACHIAN RESOURCES, INC                        POCKET VALLEY NURSERY, INC
BUSINESS PRODUCTS EXPRESS                         PROCLINICAL ASEPTIC
                                                  MANUFACTURING, LLC
CAFE EUROPA, LLC                                  QUANTUM NUTRITIONALS, LLC
CEDA MILLS, INC.                                  RELIABLE TELECOMMUNICATION
                                                  SERVICES, LLC
CENTURY STAFFING, LLC                             SELECTIVE MEDIA, LLC
COLLEGEVILLE FLAG & BANNER                    SELLEBRITIES, INC.
CRANES FOR HIGHER, INC.                           SOUTHWINDS SOD, INC.
DIRECT BROKERAGE MANAGEMENT INC.                  TRISTAR ENTERPRISES, L.L.C.
ENGINEERED FRAMING SYSTEMS, INC                   TRISTAR PATROL SERVICES
GLOBAL WIRELESS ACCESSORIES, INC                  TUNED IN SPORTS, INC
GMT, INC.                                         US GAS & ELECTRIC, INC
HAMMILL TOOL & MACHINE CO                     WORLD WIDE BOOK, INC.
HARVARD CLINICAL TECHNOLOGIES, INC
I-ELEMENT, INC.
IDS CELLULAR, INC./A DIV OF CYBERADS, IN
IMPACT HOSPITALITY SERVICES, Inc.
IN TOUCH LOGISTIC SERVICES, INC.
INTERNATIONAL AMERICAN PRODUCTS, INC.
INTERNATIONAL DIALING SERVICES, INC.
ITBG, INC.
ITM, INC.
JAYMORE ELECTRICAL PRODUCTS AND
LACE CONSTRUCTION, INC. DBA D.J. CASEY
LD BURKE SHIRTS, INC.
LIFESTYLE EXPONENTS USA, INC.
LINTEL INDUSTRIES, INC.
MILLENNIUM BIOTECHNOLOGIES, INC.
MOUNTAIN SHORE INDUSTRY, INC.
MYBIZOFFICE, INC.
NEOPROBE CORPORATION
NEW STAR UNITED, INC.
NURSES PRN, LLC







                                 SCHEDULE 2.1(B)

                     FACTORING AND PARTICIPATION AGREEMENTS


FACTORING AGREEMENTS

     Master Factoring Agreements,  as amended,  between WebBank and the entities
     listed on SCHEDULE 2.1(A).

PARTICIPATION AGREEMENTS

  1. Participation  agreements  between  WebBank and the following  participants
     where WebBank is lead lender:

           Capital Growth Asset Based Bridge Loan Fund, LLC
           Creative Capital Corporation
           Crestview Capital a/k/a Sandhurst Collateralized Return Fund L.P.
           Highbridge/Zwirn Special Opportunities Fund L.P.
           Key Capital Factoring, Inc.
           RAI Funding LLC
           Sage Crest II, LLC

  2. Participation  agreements  between  WebBank and the following  lead lenders
     where WebBank is participant:

           Prestige Capital Corporation
           Key Capital Factoring

  3. Sub-participation  agreement  between  WebBank,  as lead  participant,  and
     Crestview  Capital  a/k/a  Sandhurst  Collateralized  Return Fund L.P.,  as
     sub-participant.





                                  SCHEDULE 4.1

                                 PURCHASE PRICE

The Purchase Price consists of the following components:

Funds Invested                                      $4,547,673.32
Accrued Client Fees*                                   157,331.84
Accrued Participation Fees*                            246,460.41
Post Accounting Date/Preclosing Activity               839,929.84
                                                    -------------
       Total Purchase Price                         $5,791,395.41
                                                    =============


*    Fees in respect of WebBank  Receivables  accrued in calculating  the amount
payable  under  Section  4.4 but  unpaid  as of the  close  of  business  on the
Accounting Date.