EXHIBIT 99.1

                     MEMBERSHIP INTEREST PURCHASE AGREEMENT

          THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT ("AGREEMENT") is made and
entered into as of November 18, 2005 (the "EFFECTIVE DATE"), by and among:
NATIONAL AUTO CREDIT, INC. ("NAC" or the "PURCHASER"), a Delaware corporation;
FLEXNER WHEATLEY & ASSOCIATES ("FWA"), a Nevada corporation; and MEETINGNET
INTERACTIVE, INC. ("MEETINGNET"), a Florida corporation. As used herein, (a) FWA
and MeetingNet are referred to collectively as the "HOLDERS" and each as a
"HOLDER"), and NAC and the Holders are referred to collectively as the "PARTIES"
and each as a "PARTY."

RECITALS

     A.   The Holders together own 100% of the membership interests in Option
          Technologies Interactive LLC ("OTI" or the "PURCHASED ENTITY"), a
          Florida limited liability company (all of membership interests of the
          Purchased Entity are hereinafter referred to collectively as the
          "PURCHASED INTERESTS").

     B.   NAC wishes to acquire all of the Purchased Interests from the Holders,
          and each Holder desires to sell to NAC all of such Holder's Purchased
          Interests (the purchase of all of the Purchased Interests is
          hereinafter referred to as the "PURCHASE").

     C.   This Agreement has been approved by the board of directors of NAC and
          by the Board of Directors of each Holder.

     D.   In connection with the execution and delivery of this Agreement, (i)
          the Holders will be executing and delivering a certain Lockup,
          Standstill And Voting Agreement of even date herewith regarding, among
          other things, the voting of any shares of NAC capital stock issued in
          connection with the transactions contemplated by this Agreement, (ii)
          certain principals in, or executives of, the Purchased Entity will be
          executing a certain Employment Agreement (as hereinafter defined),
          certain Consulting Agreements (as hereinafter defined) and a certain
          Non-Compete Agreement (as hereinafter defined), and (iii) NAC will be
          issuing certain promissory notes, as provided below.

          NOW, THEREFORE, in consideration of the premises and mutual covenants
set forth herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties, intending to be
legally bound hereby, do mutually agree as follows:

                                    ARTICLE 1

                        PURCHASE OF MEMBERSHIP INTERESTS

          1.1 Purchase of Membership Interests. Subject to the terms and
conditions contained herein, NAC agrees to purchase from the Holders, and the
Holders agree to sell to NAC, all of the Purchased Interests.


                                       4



          1.2 Determination of Purchase Price. The purchase price ("PURCHASE
PRICE") for all of the Purchased Interests shall be Two Million Two Hundred
Thirty-Three Thousand One Hundred Twenty-Five Dollars ($2,233,125) PLUS Four
Hundred Ninety-Six Thousand Two Hundred Fifty (496,250) shares of NAC Common
Stock, par value $0.05 per share; provided, however, that the amount of the
Purchase Price shall be subject to adjustment as provided in Sections 1.4 and
7.1 below.

          1.3 Payment of Purchase Price. At the Closing (as hereinafter
defined), NAC shall make (or cause to be made) the following payments to the
Holders on account of and with respect to the Purchase Price (the aggregate
amount of such payments to the Holders (with, for such purposes, it being agreed
and understood that such payments shall be deemed to include the principal
amounts of the promissory notes referred to in clause (b) below and the value of
the shares of NAC Common Stock referred to in clause (c) below) is hereinafter
sometimes referred to as the "PURCHASE PRICE PAYMENTS"):

          (a)  cash or wire transfer in the amount of Four Hundred Twenty-Five
               Thousand Three Hundred and Thirty-Five Dollars and Eighty-Seven
               Cents ($425,335.87) to FWA and the amount of Three Hundred
               Nineteen Thousand Thirty-Nine Dollars and Thirteen Cents
               ($319,039.13) to MeetingNet (such payments, collectively, the
               "CASH PAYMENTS");

          (b)  two promissory notes of NAC, one issued to FWA in the original
               principal amount of Eight Hundred Fifty Thousand Six Hundred
               Seventy-One Dollars and Seventy-Five Cents ($850,671.75) (the
               "FWA NOTE"), and one issued to the MeetingNet in the original
               principal amount of Six Hundred Thirty-Eight Thousand
               Seventy-Eight Dollars and Twenty-Five Cents ($638,078.25) (the
               "MEETINGNET NOTE," and collectively with the FWA Note, the
               "PROMISSORY NOTES"); and

          (c)  Four Hundred Ninety-Six Thousand Two Hundred Fifty (496,250)
               shares of NAC Common Stock, par value $0.05 per share, of which
               Two Hundred Eighty-Three Thousand Five Hundred Fifty-Seven
               (283,557) shares (the "FWA SHARES") shall be issued to FWA and
               Two Hundred Twelve Thousand Six Hundred Ninety-Three (212,693)
               shares (the "MEETINGNET SHARES," and collectively with the FWA
               Shares, the "PURCHASE PRICE SHARES") shall be issued to
               MeetingNet.

The FWA Note and the MeetingNet Note shall be in the form attached hereto as
Exhibit G-1 and G-2, respectively. The payments on account of and with respect
to the Purchase Price shall be adjusted as set forth in Sections 1.4 and 7.1
below.

          1.4 Adjustments to the Purchase Price. The Purchase Price shall be
adjusted in accordance with this Section 1.4.

          (a)  Increase in Purchase Price Based on Adjusted EBITDA. If the
               Adjusted EBITDA (as defined below) for the period (the
               "POST-CLOSING PERIOD") commencing on February 1, 2006 and
               expiring January 31, 2008 exceeds the Threshold Amount (as
               defined below), then the amount of the Purchase Price shall be
               increased by an amount (the "POSITIVE PURCHASE PRICE ADJUSTMENT")
               equal to $412,500 plus


                                       5



               imputed interest thereon at five percent (5%) per annum,
               compounded quarterly, which increase in the Purchase Price shall
               be (i) evidenced by increasing the outstanding principal amount
               of the FWA Note by fifty-seven and fourteen one-hundredths
               percent (57.14%) (the "FWA PERCENTAGE") of the amount of the
               Positive Purchase Price Adjustment and increasing the outstanding
               principal amount of the MeetingNet Note by forty-two and
               eight-six hundredths percent (42.86%) (the "MEETINGNET
               PERCENTAGE") of the amount of the Positive Purchase Price
               Adjustment and (ii) paid in accordance with the terms of the
               Promissory Notes as so increased. As used herein, "ADJUSTED
               EBITDA" for any period means the aggregate net earnings of the
               Purchased Entity (to the extent applicable, on a consolidated
               basis with its subsidiaries, if any) for such period, before any
               deduction for interest, taxes, depreciation and amortization and
               before deducting any "parent company" expenses of NAC or other
               expenses of NAC allocated by NAC to the Purchased Entity by NAC
               other than amounts allocated to the Purchased Entity (in a manner
               consistent with NAC's customary practice of allocating the same
               to other direct or indirect subsidiaries of NAC) on account of
               its proportionate share of insurance premiums, accounting fees,
               state franchise taxes, corporate employee benefits (i.e., 401-K
               Plan benefits) and other expenses customarily so allocated by NAC
               to or among its other subsidiaries (which amounts shall be so
               deducted in determining the net earnings of the Purchased
               Entity), in each case as determined in accordance with generally
               accepted accounting principles ("GAAP"); provided, however, that,
               in calculating the Adjusted EBITDA, (i) the Adjusted EBITDA shall
               be determined exclusive of the effect, if any, of any purchase
               accounting adjustments required by GAAP to conform the
               consolidated financial statements or results of the Purchased
               Entity with NAC's financial reporting and accounting principals,
               (ii) no deduction shall be made with respect to any payments made
               by the Purchased Entity to its employees under the OTI Employee
               Bonus Plan (as defined below) as required under Section 7.5 below
               and (ii) notwithstanding anything contained herein to the
               contrary, (a) if any substantial portion of the business time of
               any employee or consultant of the Purchased Entity is required to
               be devoted to the primary benefit of NAC or any of its other
               direct or indirect subsidiaries, an appropriate portion of the
               salary of such employee or of the consulting fees of such
               consultant shall be allocated to NAC or such direct or indirect
               subsidiary (as the case may be) and not deducted in determining
               the net earnings of the Purchased Entity and (b) if any
               substantial portion of the business time of any employee or
               consultant of NAC or any of its other direct or indirect
               subsidiaries is required to be devoted to the primary benefit of
               the Purchased Entity (or any of its subsidiaries), an appropriate
               portion of the salary of such employee or of the consulting fees
               of such consultant shall be allocated to the Purchased Entity and
               shall be deducted in determining the net earnings of the
               Purchased Entity. As used herein, "THRESHOLD AMOUNT" means one
               million six hundred fifty thousand dollars ($1,650,000);
               provided, however, that to the extent that the Holders can
               demonstrate that the net income achieved by the meeting
               production business in the United States has, on account of a
               pandemic or terrorism, been depressed during the Post-Closing
               Period below what it was prior to the Post-Closing Period, then
               the "THRESHOLD


                                       6



               AMOUNT" shall mean one million six hundred fifty thousand dollars
               ($1,650,000) as reduced by the same portion that the Holders can
               demonstrate that the net income achieved by the meeting
               production business in the United States has, on account of a
               pandemic or terrorism, been depressed during the Post-Closing
               Period below what it was prior to the Post-Closing Period.

          (b)  Decrease in Purchase Price Based on Adjusted EBITDA. If the
               Adjusted EBITDA for the Post-Closing Period is less than
               $1,200,00, then the amount of the Purchase Price shall be
               decreased by $412,500 plus imputed interest thereon at five
               percent (5%) per annum, compounded quarterly; and if the Adjusted
               EBITDA for the Post-Closing Period is less than $1,300,000 but
               greater than or equal to $1,200,000, then the amount of the
               Purchase Price shall be decreased by $206,250 plus imputed
               interest thereon at five percent (5%) per annum, compounded
               quarterly (the amount of any decrease in the Purchase Price
               determined by the foregoing provision of this sentence is
               hereinafter referred to as the "NEGATIVE PURCHASE PRICE
               ADJUSTMENT"). Any decrease in the Purchase Price provided for in
               the foregoing provisions of this Section 1.4(b) shall be
               evidenced and effected by decreasing the outstanding principal
               amount of the FWA Note by the FWA Percentage of the amount of the
               Negative Purchase Price Adjustment and decreasing the outstanding
               principal amount of the MeetingNet Note by the MeetingNet
               Percentage of the amount of the Negative Purchase Price
               Adjustment.

          (c)  Decrease in Purchase Price Based on Closing Book Value. If six
               hundred thousand dollars ($600,000) exceeds the Closing Book
               Value (as defined below) (any such excess is hereinafter referred
               to as the "NEGATIVE BOOK VALUE VARIANCE"), then the amount of the
               Purchase Price shall be decreased by an amount equal to the
               Negative Book Value Variance, which decrease shall be evidenced
               and effected by decreasing the outstanding principal amount of
               the FWA Note by the FWA Percentage of the amount of the Negative
               Book Value Variance and decreasing the outstanding principal
               amount of the MeetingNet Note by the MeetingNet Percentage of the
               amount of the Negative Book Value Variance. As used herein,
               "CLOSING BOOK VALUE" means the book value of the Purchased Entity
               (and its consolidated subsidiaries, if any), determined as of the
               close of business on the Closing Date (as defined below), as
               determined in accordance with GAAP.

          1.5 Other Adjustments. If the Closing Book Value exceeds six hundred
thousand dollars ($600,000) (any such excess is hereinafter referred to as the
"POSITIVE BOOK VALUE VARIANCE"), then the Purchased Entity shall be deemed to
have received a loan from FWA in the amount of the FWA Percentage of the
Positive Book Value Variance and a loan from MeetingNet in the amount of the
Meeting Net Percentage of the Positive Book Value Variance, which loans (the
"BOOK VALUE LOANS") shall be repaid to FWA and MeetingNet, without interest,
within six (6) months following the Closing (with it being agreed and understood
that such repayment shall be made as soon as practical following the Closing
from, and based upon receipt by the Purchased Entity of, accounts receivable
included in the Closing Book Value, but


                                       7



after preserving a minimum of $75,000 in cash that is not on deposit (other than
in a bank account for the Purchased Entity) or otherwise restricted).

          1.6 Closing. The closing of the transactions contemplated hereby (the
"CLOSING") shall occur at 10:00 A.M. (local time) on the third Business Day (as
hereinafter defined) after each of the conditions to closing contained in
Article 6 hereof has been fulfilled or waived in writing, at the offices of Reed
Smith LLP, 599 Lexington Avenue, 29th Floor, New York, New York, or at such
other place, on such other date and/or at such other time as the Parties may
mutually agree upon in writing. The date on which the Closing occurs is
hereinafter sometimes referred to as the "CLOSING DATE."

         1.7 Taking of Necessary Actions; Further Actions. NAC, on the one hand,
and the Holders, on the other hand, shall use all reasonable efforts to take all
such actions as may be necessary or desirable to carry out the purposes of this
Agreement.

                                    ARTICLE 2

                      REPRESENTATIONS AND WARRANTIES OF NAC

          As an inducement to the Holders to enter into this Agreement, NAC
hereby represents and warrants to the Holders as follows:

          2.1 Organization and Qualification. NAC is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Delaware and has the requisite corporate power and authority, and all necessary
governmental approvals, to own or lease and operate its properties and to carry
on its business as it is now being conducted (exclusive, however, of any
governmental approvals the absence of which would not have, and could not be
reasonably anticipated to have, a Materially Adverse Effect (as hereinafter
defined) on NAC). NAC is duly qualified in every jurisdiction where the failure
to do so would have, or could be reasonably anticipated to have, a Materially
Adverse Effect on NAC. The copies of the Certificate of Incorporation and Bylaws
of NAC previously furnished to the Holders reflect all amendments made thereto
and are correct and complete. Such organizational documents are in full force
and effect. NAC is not in violation of any of its organizational documents. As
used herein, "MATERIALLY ADVERSE EFFECT" on any Person (as hereinafter defined)
means any materially adverse effect on the assets, liabilities, financial
condition, operating results, customer, employee, supplier or franchise
relations, business (as currently conducted and as proposed to be conducted),
business condition or prospects or financing arrangements of such Person (taken
as a whole on a consolidated basis with its consolidated subsidiaries, if any)
or on the ability of such Person to perform the transactions contemplated hereby
to be performed by such Person, "MATERIALLY ADVERSE CHANGE" with respect to any
Person means any materially adverse change in the assets, liabilities, financial
condition, operating results, customer, employee, supplier or franchise
relations, business (as currently conducted and as proposed to be conducted),
business condition or prospects or financing arrangements of such Person (taken
as a whole on a consolidated basis with its consolidated subsidiaries, if any)
or in the ability of such Person to perform the transactions contemplated hereby
to be performed by such Person, and "PERSON" means any individual, corporation,
partnership, limited liability company, joint venture, business trust,
association or other business entity of any type or nature.


                                       8



          2.2 Authority Relative to This Agreement. NAC has the requisite
corporate power and authority to enter into this Agreement and each of the
Collateral Documents (as hereinafter defined) to which it is contemplated
hereunder to become a party and to carry out its obligations hereunder and
thereunder. The execution and delivery of this Agreement by NAC and the
consummation by NAC of the transactions contemplated hereby to be performed by
it have been duly authorized by all necessary corporate action on the part of
NAC, and no other corporate proceedings on the part of NAC are necessary to
authorize this Agreement and such transactions. The execution and delivery of
each Collateral Document to which NAC is contemplated hereunder to become a
party and the consummation by NAC of the transactions contemplated thereby to be
performed by it have been duly authorized by all necessary corporate action on
the part of NAC, and no other corporate proceedings on the part of NAC are
necessary to authorize the execution, delivery or performance of such Collateral
Document by NAC and the performance of such transactions by NAC. This Agreement
has been duly executed and delivered by NAC and constitutes a legal, valid and
binding obligation of NAC, enforceable against NAC in accordance with its terms,
except as the enforceability thereof may be limited by bankruptcy, insolvency,
reorganization or other similar laws relating to the enforcement of creditors'
rights generally or by general principles of equity, regardless of whether such
enforceability is considered at law or in equity. Each Collateral Document to
which NAC is contemplated hereunder to become a party will, when executed and
delivered by NAC, constitute a legal, valid and binding obligation of NAC,
enforceable against NAC in accordance with its terms, except as the
enforceability thereof may be limited by bankruptcy, insolvency, reorganization
or other similar laws relating to the enforcement of creditors' rights generally
or by general principles of equity, regardless of whether such enforceability is
considered at law or in equity. The execution, delivery and performance of this
Agreement by NAC is not, and will not be, in breach or violation of, or be in
conflict with or constitute, with or without the passage of time or the giving
of notice (or both), a default under, (a) its Certificate of Incorporation or
Bylaws, (b) any agreement, arrangement or understanding to which it is a party
or by which it is otherwise bound, (c) any Permit (as hereinafter defined)
applicable to it or (d) any law, regulation, order, judgment or decree
applicable to it and does not and will not result in the creation of any Lien
(as hereinafter defined) on any assets of NAC or of any of its current
subsidiaries or result in, or constitute grounds for, the termination,
suspension, revocation, forfeiture, lapse, impairment or non-renewal of any
Permit the absence or loss of which would have, or could be reasonably
anticipated to have, a Materially Adverse Effect on NAC. The execution, delivery
and performance by NAC of any Collateral Document to which NAC is contemplated
hereunder to become a party will not be in breach or violation of, or be in
conflict with or constitute, with or without the passage of time or the giving
of notice (or both), a default under, (a) NAC's Certificate of Incorporation or
Bylaws, (b) any agreement, arrangement or understanding to which NAC is a party
or by which NAC is otherwise bound, (c) any Permit applicable to NAC or (d) any
law, regulation, order, judgment or decree applicable to NAC and will not result
in the creation of any Lien on any assets of NAC or (except as contemplated by
or provided for in the Collateral Documents) of any of its current subsidiaries
or result in, or constitute grounds for, the termination, suspension,
revocation, forfeiture, lapse, impairment or non-renewal of any Permit the
absence or loss of which would have, or could be reasonably anticipated to have,
a Materially Adverse Effect on NAC. Except for such filings as are to be made
pursuant to federal or state securities laws, no authorization, consent or
approval of, or filing with, any public body, court or authority is (a)
necessary on the part of NAC for the


                                       9



consummation by NAC of the transactions contemplated by this Agreement to be
performed by it or (b) necessary on the part of NAC for the consummation by NAC
of the transactions contemplated to be performed by it pursuant to any
Collateral Document to which NAC is contemplated hereunder to become a party. As
used herein, "COLLATERAL DOCUMENTS" mean, collectively, the Promissory Notes,
the Employment Agreement, the Consulting Agreements, the Voting Agreement (as
hereinafter defined), the Non-Compete Agreement, the OTI Security Agreement (as
hereinafter defined), the Surety Agreement (as hereinafter defined), the NAC
Security Agreement (as hereinafter defined) and the Registration Rights
Agreement (as hereinafter defined).

          2.3 No Materially Adverse Changes. Except as set forth in Section 2.3
of the letter, dated as of the date hereof, furnished by NAC to the Holders (the
"NAC DISCLOSURE LETTER"), a copy of which letter is attached hereto as Exhibit
H, or in the NAC Business Reports (as defined in Section 2.6 below), there has
not been any Materially Adverse Change with respect to NAC since April 30, 2005.

          2.4 Capitalization. The authorized equity capitalization of NAC
consists of 40,000,000 shares of common stock ("NAC COMMON STOCK"), par value
$.05 per share, and 2,000,000 shares of preferred stock. As of the date hereof,
8,530,614 shares of NAC Common Stock are issued and outstanding, all of which
shares are validly issued, fully paid and non-assessable, and no shares of
preferred stock are outstanding. Except as disclosed in Section 2.4 of the NAC
Disclosure Letter or in the NAC Business Reports or provided for herein or in
any of the Collateral Documents, there are no options, warrants, conversion
privileges or other rights, agreements, arrangements or commitments obligating
NAC to issue or sell any shares of capital stock of NAC or securities or
obligations of any kind convertible into or exchangeable for any shares of
capital stock of NAC or of any other corporation, nor are there any stock
appreciation, phantom stock or similar rights outstanding based upon the book
value or any other attribute of NAC. Except as disclosed in the NAC Business
Reports, no holders of outstanding shares of NAC Common Stock are entitled to
any preemptive or other similar rights.

          2.5 Financial Statements and SEC Filings. NAC has made available to
the Holders true and correct copies of each report, registration statement (on a
form other than Form S-8) and definitive proxy statement (collectively, the
"REPORTS") filed by NAC with the U.S. Securities and Exchange Commission (the
"SEC") between January 31, 2005 and the date of this Agreement. NAC will also
deliver to the Holders, on or before the Closing, any other reports that are
filed by NAC with the SEC after the date hereof and prior to the Closing, and
any other reports or other information sent by NAC generally to NAC's
stockholders after the date hereof and prior to the Closing, but not required to
be filed with the SEC. (The Reports and all other reports and information
referred to in the immediately preceding sentence, whether or not filed with the
SEC, are herein collectively referred to as the "NAC BUSINESS REPORTS," and the
financial statements, including the notes thereto, contained in the NAC Business
Reports are hereinafter collectively referred to as the "NAC FINANCIAL
STATEMENTS.") NAC has duly filed all the Reports required to be filed by it with
the SEC under the Securities Act of 1933, as amended (the "SECURITIES ACT"), and
the Securities Exchange Act of 1934, as amended, and no such Report, nor any
Report sent to NAC's stockholders generally, contains any untrue statement of
material fact or omits to state any material fact required to be stated therein
or necessary to make the statements in such Report, in light of the
circumstances under which they were made, not


                                       10



misleading. The NAC Financial Statements were prepared in accordance with GAAP
applied on a consistent basis throughout the periods involved and present fairly
in all material respects the consolidated financial condition, results of
operations and cash flows of NAC and its consolidated subsidiaries as of the
dates and for the periods indicated therein, subject, in the case of unaudited
interim statements, to normal year-end accounting adjustments and the absence of
complete footnote disclosure.

          2.6 Absence of Undisclosed Liabilities. Except as and to the extent
stated in Section 2.6 of the NAC Disclosure Letter or in the NAC Business
Reports (inclusive of the NAC Financial Statements) or as may be provided for
herein or in the Collateral Documents or contemplated hereby or thereby, to the
best knowledge of NAC, NAC does not have any material liabilities or obligations
(whether accrued, absolute, contingent, unliquidated or of any other nature),
other than (i) liabilities incurred in the ordinary course of business and (ii)
obligations under contracts and commitments incurred in the ordinary course of
business, which, in both subsections (i) and (ii), individually or in the
aggregate, are not material to the financial condition or operating results of
NAC (determined on a consolidated basis).

          2.7 Litigation. Except as set forth in Section 2.7 of the NAC
Disclosure Letter or in the NAC Business Reports, (a) there are no actions,
suits, proceedings or orders, at law or in equity, pending or threatened against
NAC, (b) to the best knowledge of NAC, there are no investigations pending or
threatened against NAC before or by any federal, state, municipal or other
governmental department, commission, board, bureau, agency or instrumentality,
domestic or foreign, and (c) to the best knowledge of NAC, there is no basis for
any of the foregoing.

          2.8 No Commissions. NAC has not incurred any obligation for any
finder's or broker's or agent's fees or commissions or similar compensation in
connection with the transactions contemplated hereby or by any of the Collateral
Documents.

          2.9 Governmental Consents. No consent, approval, order or
authorization of, or registration, qualification, designation, declaration or
filing with, any federal, state or local governmental authority on the part of
NAC is required in connection with the consummation of the transactions
contemplated by this Agreement or any of the Collateral Documents, except (a)
the filing of financing statements as contemplated by the Security Agreement and
(b) such filings as may be required under federal and/or state securities laws,
which filings NAC agrees to make to the extent (but only to the extent) provided
for in the Registration Rights Agreement. The foregoing representations and
warranties set forth in this Section 2.9 are subject to and conditioned upon the
truth and accuracy of the representations of the Holders as set forth in Article
4 below.

          2.10 Disclosure. Neither this Article 2 nor the NAC Disclosure Letter
contains any untrue statement of a material fact or omits a material fact
necessary to make the statements contained herein or therein, in light of the
circumstances under which they were made, not misleading, and to the best
knowledge of NAC, there is no fact that has not been disclosed to the Holders
that materially and adversely affects, or could reasonably be anticipated to
materially and adversely affect, the business, including the operating results,
assets, customer, supplier or employee relations and business prospects, of NAC
(determined on a consolidated basis); provided, however, that the foregoing
shall not be deemed to extend or apply to any fact or


                                       11



circumstance that relates to the Purchased Entity (including, without
limitation, the operating results, assets, customer, supplier or employee
relations or business prospects of the Purchased Entity).

          2.11 Disclaimer. Except as set forth in this Agreement or in the
Collateral Documents, NAC makes no representation, express or implied, at law or
in equity, in respect of NAC (or any of its subsidiaries), and any such
representation or warranty not set forth in this Agreement or in the Collateral
Documents is hereby expressly disclaimed.

                                    ARTICLE 3

                         REPRESENTATIONS AND WARRANTIES
                                 OF THE HOLDERS

          As an inducement to NAC to enter into this Agreement, Holders, jointly
and severally, represent and warrant to NAC as follows:

          3.1 Organization and Qualification. The Purchased Entity is a limited
liability company duly organized, validly existing and in good standing under
the laws of the State of Florida and has the requisite limited liability company
power and authority, and has all necessary governmental approvals, to own or
lease and operate its properties and to carry on its business as it is now being
conducted (exclusive, however, of any governmental approvals the absence of
which would not have, and could not be reasonably anticipated to have, a
Materially Adverse Effect on the Purchased Entity). The Purchased Entity is duly
qualified to do business in every jurisdiction where the failure to do so would
have, or could be reasonably anticipated to have, a Materially Adverse Effect on
the Purchased Entity. The copies of the Purchased Entity's certificate of
formation or article of organization (and each other document pursuant to which
it was formed) and operating agreement or limited liability company agreement
(and each other document governing its operations, management or conduct) (the
foregoing are hereinafter referred to collectively as the "PURCHASED ENTITY
GOVERNING DOCUMENTS"), which have been furnished by the Holders to NAC prior to
the date of this Agreement, reflect all amendments made thereto and are correct
and complete. Such organizational documents are in full force and effect. The
Purchased Entity is not in violation of any of its organizational documents.

          3.2 Authority Relative to this Agreement. Each of the Holders has the
requisite corporate power and authority, and the Purchased Entity has the
requisite limited liability company power and authority to enter into each of
the Collateral Documents to which it is contemplated hereunder to become a party
and to carry out its obligations thereunder. The execution and delivery by the
Purchased Entity of each Collateral Document to which it is contemplated
hereunder to become a party and the consummation by the Purchased Entity of the
transactions contemplated thereby to be performed by it have been duly
authorized by all necessary limited liability company action on the part of the
Purchased Entity and have been duly approved by each Holder, and no other
proceedings on the part of the Purchased Entity are necessary to authorize the
execution, delivery and performance by the Purchased Entity of such Collateral
Document and the performance of such transactions. The execution and delivery by
each Holder of each Collateral Document to which it is contemplated hereunder to
become a party and the consummation by each Holder of the transactions
contemplated thereby to be


                                       12



performed by it have been duly authorized by all necessary corporate action on
the part of such Holder and have been duly approved by the board of directors of
each Holder, and no other corporate proceedings on the part of either Holder are
necessary to authorize the execution, delivery and performance by either Holder
of such Collateral Documents and the performance of such transactions. Each
Collateral Document to which the Purchased Entity is contemplated hereunder to
become a party will, when executed and delivered by the Purchased Entity,
constitute a legal, valid and binding obligation of the Purchased Entity,
enforceable against it in accordance with its terms, except as the
enforceability thereof may be limited by bankruptcy, insolvency, reorganization
or other similar laws relating to the enforcement of creditors' rights generally
or by general principles of equity, regardless of whether such enforceability is
considered at law or in equity. Each Collateral Document to which either Holder
is contemplated hereunder to become a party will, when executed and delivered by
such Holder, constitute a legal, valid and binding obligation of such Holder,
enforceable against it in accordance with its terms, except as the
enforceability thereof may be limited by bankruptcy, insolvency, reorganization
or other similar laws relating to the enforcement of creditors' rights generally
or by general principles of equity, regardless of whether such enforceability is
considered at law or in equity. Except as expressly set forth in Section 3.2 of
the letter, dated as of the date hereof, furnished by the Holders to NAC (the
"HOLDERS DISCLOSURE LETTER"), a copy of which letter is attached hereto as
Exhibit I, the execution, delivery and performance of this Agreement by the
Holders is not, and will not be, in breach or violation of (a) the Certificate
of Incorporation or Bylaws of either Holder, (b) (subject to the Required
Waivers (as defined below) having been obtained) any agreement, arrangement or
understanding to which the Purchased Entity and/or either Holder is a party or
by which the Purchased Entity and/or either Holder is otherwise bound, (c)
(subject to the Required Waivers having been obtained) any Permit applicable to
the Purchased Entity and/or either Holder or (d) any law, regulation, order,
judgment or decree, applicable to the Purchased Entity and/or either Holder and
does not and will not result in, create or trigger the termination or
acceleration of, or any right of termination or acceleration under, any such
agreement, arrangement or understanding or any payment or other obligation or
duty thereunder, result in the creation of any Lien on any assets of the
Purchased Entity or either Holder or result in, or constitute grounds for, the
termination, suspension, revocation, forfeiture, lapse, impairment or
non-renewal of any Permit the absence or loss of which would have, or could be
reasonably anticipated to have, a Materially Adverse Effect on the Purchased
Entity. The execution, delivery and performance by the Purchased Entity of any
Collateral Document to which it is contemplated hereunder to become a party will
not be in breach or violation of, or be in conflict with or constitute, with or
without the passage of time or the giving of notice (or both), a default under,
(a) any Purchased Entity Governing Document, (b) (subject to the Required
Waivers having been obtained) any agreement, arrangement or understanding to
which the Purchased Entity and/or either Holder is a party or by which the
Purchased Entity and/or either Holder is otherwise bound, (c) (subject to the
Required Waivers having been obtained) any Permit applicable to the Purchased
Entity and/or either Holder or (d) any law, regulation, order, judgment or
decree applicable to the Purchased Entity and/or either Holder and will not
result in, create or trigger the termination or acceleration of, or any right of
termination or acceleration under, any such agreement, arrangement or
understanding, result in the creation of any Lien on any assets of the Purchased
Entity or result in, or constitute grounds for, the termination, suspension,
revocation, forfeiture, lapse, impairment or non-renewal of any Permit the
absence or loss of which would have, or could be


                                       13



reasonably anticipated to have, a Materially Adverse Effect on the Purchased
Entity. The execution, delivery and performance by either Holder of any
Collateral Document to which it is contemplated hereunder to become a party will
not be in breach or violation of, or be in conflict with or constitute, with or
without the passage of time or the giving of notice (or both), a default under,
(a) the Certificate of Incorporation or Bylaws of either Holder, (b) (subject to
the Required Waivers having been obtained) any agreement, arrangement or
understanding to which either Holder is a party or by which either Holder is
otherwise bound, (c) (subject to the Required Waivers having been obtained) any
Permit applicable either Holder or (d) any law, regulation, order, judgment or
decree applicable to either Holder and will not result in, create or trigger the
termination or acceleration of, or any right of termination or acceleration
under, any such agreement, arrangement or understanding, result in the creation
of any Lien on any assets of the Purchased Entity and/or either Holder or result
in, or constitute grounds for, the termination, suspension, revocation,
forfeiture, lapse, impairment or non-renewal of any Permit the absence or loss
of which would have, or could be reasonably anticipated to have, a Materially
Adverse Effect on the Purchased Entity. No authorization, consent or approval
of, or filing with, any public body, court or authority is necessary on the part
of the Purchased Entity or either Holder for the consummation by the Purchased
Entity and/or either Holder of the transactions contemplated by this Agreement
or any Collateral Document.

          3.3 Capitalization and Voting Rights.

          (a) Except for the Purchased Interests, there are no issued or
          outstanding interests in or with respect to the Purchased Entity.

          (b) All of the Purchased Interests are duly and validly authorized and
          issued, fully paid and non-assessable and were issued in accordance
          with the registration or qualification provisions of the Securities
          Act and any relevant state securities laws, or pursuant to valid
          exemptions therefrom.

          (c) There are no options, warrants, conversion privileges or other
          rights, agreements, arrangements or commitments obligating the
          Purchased Entity to issue or sell any units or interests in the
          Purchased Entity or securities or obligations of any kind exercisable
          for, convertible into or exchangeable for any units or interests in
          the Purchased Entity, nor are there any appreciation or similar rights
          outstanding based upon the book value or any other attribute of the
          Purchased Entity (or any group of Persons including the Purchased
          Entity). No Person is entitled to any preemptive or other similar
          rights with respect to any such units or interests.

          (d) The Purchased Entity is not a party or otherwise subject to any
          agreement or understanding, and there is no agreement or understanding
          between any Persons, that affects or relates to the voting or giving
          of written consents with respect to any units or interests of the
          Purchased Entity or by any member of the Purchased Entity or the
          holder of any such units or interests.

          (e) The Holders own all of the Purchased Interests free and clear of
          any and all Liens, and upon the consummation of the transactions
          contemplated hereby, NAC shall acquire


                                       14



          good and valid title to all units and other interests in the Purchased
          Entity, free and clear of any and all Liens.

          3.4 Financial Statements of the Purchased Entity.

          (a) Unaudited Interim Financial Statements. The Holders have provided
          NAC with an unaudited balance sheet of the Purchased Entity, dated as
          of June 30, 2005 (the "INTERIM BALANCE SHEET"), a statement of profit
          and loss and of cash flows of the Purchased Entity for the period from
          January 1, 2005 through June 30, 2005 (the "INTERIM CASH STATEMENT"
          and, collectively with the Interim Balance Sheet, the "INTERIM
          FINANCIAL STATEMENTS"). The Interim Balance Sheet presents fairly in
          all material respects the financial condition of the Purchased Entity
          as of the date thereof, subject to normal year-end accounting
          adjustments and the absence of footnote disclosure. Except as set
          forth in the Interim Balance Sheet, the Purchased Entity has no
          liabilities or obligations (whether accrued, absolute, contingent,
          unliquidated or of any other nature), other than (i) liabilities
          incurred in the ordinary course of business consistent with past
          practices after June 30, 2005 and (ii) obligations under contracts and
          commitments incurred in the ordinary course of business consistent
          with past practices, which, in both clauses (i) and (ii), individually
          or in the aggregate, are not material to the financial condition or
          operating results of the Purchased Entity. The Interim Cash Statement
          presents fairly in all material respects the results of operations and
          cash flows of the Purchased Entity for the period covered thereby.

          (b) Audited Financials. The Holders have provided NAC with audited
          balance sheets and statements of profit and loss and of cash flows for
          the Purchased Entity as of the ends of, and for, each of the prior
          three (3) years ended December 31, 2004 (collectively, the "AUDITED
          FINANCIAL STATEMENTS"). The Audited Financial Statements present
          fairly in all material respects the financial condition of the
          Purchased Entity as of the respective dates thereof and the results of
          operations and cash flows of the Purchased Entity for the periods
          covered thereby.

          (c) The Interim Financial Statements and the Audited Financial
          Statements were prepared in accordance with GAAP applied on a
          consistent basis throughout the periods involved (except that the
          Interim Financial Statements do not include full footnote disclosure).

          (d) The Purchased Entity has, in the aggregate, (I) net book value of
          at least six hundred thousand dollars ($600,000), determined in
          accordance with GAAP, and (II) cash in an amount equal to at least
          seventy-five thousand dollars ($75,000).

          (e) Except for the indebtedness expressly set forth in Section 3.4(e)
          of the Holders Disclosure Letter (any such indebtedness, the
          "SCHEDULED INDEBTEDNESS"), the Purchased Entity is not indebted or
          obligated (directly, pursuant to any guaranty or surety or otherwise)
          with respect to any obligation for borrowed money. True and complete
          copies of all contracts, instruments and other agreements (inclusive
          of all amendments, supplement and other modifications) evidencing or
          providing for any Scheduled Indebtedness have been delivered to NAC.


                                       15



          (f) Except for any credit agreement or facility expressly set forth in
          Section 3.4(f) of the Holders Disclosure Letter (any such credit
          agreement or facility, the "SCHEDULED CREDIT AGREEMENTS"), the
          Purchased Entity is not party to or otherwise bound by any credit
          agreement or facility. True and complete copies of each of the
          Scheduled Credit Agreements (inclusive of all amendments, supplement
          and other modifications) have been delivered to NAC.

          3.5 No Materially Adverse Changes. Except as expressly set forth in
Section 3.5 of the Holders Disclosure Letter or reflected in the Interim Balance
Sheet, since December 31, 2004, there has not been any Materially Adverse Change
with respect to the Purchased Entity. Without limiting the generality or scope
of the foregoing, since December 31, 2004, there has not (except as reflected in
the Interim Balance Sheet) been:

          (a) any change in the assets, liabilities, financial condition or
          operating results of the Purchased Entity from that reflected in the
          Audited Financial Statements, except for changes in the ordinary
          course of business that have not been, in the aggregate, materially
          adverse;

          (b) any damage, destruction or loss, whether or not covered by
          insurance, materially and adversely affecting the assets, properties,
          financial condition, operating results or business of the Purchased
          Entity (as such business is presently conducted);

          (c) any waiver by the Purchased Entity of a material right or of a
          material debt owed to it;

          (d) any satisfaction or discharge of any Lien or payment of any
          obligation by the Purchased Entity, except (i) in the ordinary course
          of business and (ii) that is not material to the assets, liabilities,
          properties, financial condition, operating results or business of the
          Purchased Entity (as such business is presently conducted);

          (e) any material change or amendment to a material contract or
          arrangement by which the Purchased Entity or any of its assets or
          properties is bound or subject;

          (f) any material change in any compensation arrangement or agreement
          with any employee of the Purchased Entity;

          (g) any sale, assignment or transfer of any patents, trademarks,
          copyrights, trade secrets or other intangible assets of the Purchased
          Entity;

          (h) any resignation or termination of employment of any key officer of
          the Purchased Entity; and neither Holder has received notice of the
          intent of any employee of the Purchase Entity to resign or otherwise
          terminate his or her employment; and to the best knowledge of the
          Holders, there is no impending resignation or termination of
          employment by any employee of the Purchased Entity;

          (i) any receipt of notice that there has been a loss of, or material
          order cancellation by, any material customer of the Purchased Entity;
          and to the best knowledge of the


                                       16



          Holders, no material customer of the Purchased Entity has threatened
          to, or is planning to, cancel any order or terminate any contract or
          arrangement with the Purchased Entity;

          (j) any Lien created by the Purchased Entity, or otherwise created or
          attaching, on or with respect to any of its material properties or
          assets, except Liens for taxes not yet due or payable;

          (k) any loans or guarantees made by the Purchased Entity (including,
          without limitation, to or for the benefit of any of its members,
          managers, employees, officers or directors or any members of their
          immediate families), other than travel advances and other advances
          made to employees of the Purchased Entity in the ordinary course of
          its business;

          (l) any declaration, setting aside or payment or other distribution in
          respect of any units or interests of, or capital accounts held in, the
          Purchased Entity, or any direct or indirect redemption, purchase or
          other acquisition of any of such units or interests by the Purchased
          Entity;

          (m) any receipt by the Purchased Entity of any notice from any
          customer or client that such client or customer intends to cease doing
          business with the Purchased Entity or, to the best knowledge of the
          Holders, any other loss of any customer or client by the Purchased
          Entity, exclusive of any client or customer the loss of which would
          not, or could not reasonably be anticipated to have, a Materially
          Adverse Effect on the Purchased Entity;

          (n) to the best knowledge of the Holders, any other event or condition
          of any character that would have, or could reasonably be expected to
          have, a Materially Adverse Effect on the Purchased Entity; or

          (o) any agreement or commitment by the Purchased Entity to do any of
          the things described in this Section 3.5.

          3.6 Litigation. There (a) are no actions, suits, proceedings or
orders, at law or in equity, pending or (to the best knowledge of the Holders)
threatened against the Purchased Entity, (b) are no investigations pending or,
to the best knowledge of the Holders, threatened against the Purchased Entity
before or by any federal, state, municipal or other governmental department,
commission, board, bureau, agency or instrumentality, domestic or foreign, and
(c) is, to the best knowledge of the Holders, no basis for any of the foregoing.

          3.7 Subsidiaries. Except as described in Section 3.7 of the Holders
Disclosure Letter, (i) the Purchased Entity does not own or control, directly or
indirectly, any interest in any other Person and (ii) the Purchased Entity is
not a participant in any joint venture, partnership or similar arrangement.

          3.8 Patents and Trademarks. The Purchased Entity has sufficient
ownership or rights to all patents, trademarks, service marks, trade names,
copyrights, trade secrets, licenses, information, proprietary rights and
processes and other intellectual property (all of the foregoing, collectively,
the "INTELLECTUAL PROPERTY") necessary for its business as now conducted or as


                                       17



proposed to be conduced. None of such Intellectual Property conflicts with or
infringements the rights of any other Person. Part A of Section 3.8 of the
Holders Disclosure Letter contains a complete list of all Intellectual Property
owned by the Purchased Entity (such Intellectual Property, the "OWNED
INTELLECTUAL PROPERTY"), and Part B of Section 3.8 of the Holders Disclosure
Letter contains a complete list of all Intellectual Property leased by, or
licensed to, the Purchased Entity or in which the Purchased Entity otherwise has
an interest (other than ownership) (such Intellectual Property, the "LICENSED
INTELLECTUAL PROPERTY"). All of the Owned Intellectual Property is (except as
expressly set forth in Part C of Section 3.8 the Holders Disclosure Letter)
owned by the Purchased Entity, free and clear of any lien, pledge, security
interest, competing claim or other encumbrance of any nature whatsoever (each of
the foregoing, a "LIEN"). Except as expressly set forth in Part D of Section 3.8
of the Holders Disclosure Letter, there are no outstanding options, licenses or
agreements of any kind relating to any of the Owned Intellectual Property, nor
is the Purchased Entity bound by, or a party to, any options, licenses or
agreements of any kind with respect to any Intellectual Property of any other
Person. Neither of the Holders nor the Purchased Entity has received any
communication alleging that the Purchased Entity has violated or, by conducting
its business as presently conducted or as proposed to be conducted, would
violate, any Intellectual Property (or rights therein) of any other Person, and
the Purchased Entity is not violating, and (by conducting its business as
presently conducted or as proposed to be conducted) the Purchased Entity does
not and would not violate any Intellectual Property (or rights therein) of any
other Person. To the best knowledge of the Holders, no employee of the Purchased
Entity is obligated under any contract (including licenses, covenants or
commitments of any nature) or other agreement, or subject to any judgment,
decree or order of any court or administrative agency, that would interfere with
his duties to the Purchased Entity or that would conflict with the business of
the Purchased Entity as now conducted or as proposed to be conducted. To the
best knowledge of the Holders, neither the execution, delivery or performance of
this Agreement or any of the Collateral Documents, nor the carrying on of the
business of the Purchased Entity by its employees, nor the conduct of the
business of the Purchased Entity as now conducted or as proposed to be
conducted, will conflict with or result in a breach of the terms, conditions or
provisions of, or constitute a default under, any contract, covenant or
instrument under which any employee of the Purchased Entity is now obligated. It
is not and will not be necessary for the Purchased Entity to utilize any
inventions or other Intellectual Property of any of its employees (or people it
currently intends to hire) made prior to or outside the scope of their
employment by the Purchased Entity.

          3.9 Compliance with Other Instruments. The Purchased Entity is not in
violation or default of any provision of any of the Purchased Entity Governing
Documents, or of any instrument, judgment, order, writ, decree or contract to
which it is a party or by which it is bound. The Purchased Entity is not in
violation or default of any provision of any federal or state statute, rule or
regulation applicable to the Purchased Entity.

          3.10 Agreements; Action. Except as expressly set forth in the section
of Section 3.10 of the Holders Disclosure Letter corresponding with the
following items or matters,

          (a) There are no agreements, understandings or proposed transactions
          between the Purchased Entity and any of its members, managers,
          officers, directors, partners and affiliates or any affiliate of such
          members, managers, officers, directors, partners and affiliates;


                                       18



          (b) There are no agreements, understandings, instruments, contracts,
          proposed transactions, judgments, orders, writs or decrees to which
          the Purchased Entity is a party or by which it is otherwise bound that
          may involve (i) obligations (contingent or otherwise) of, or payments
          to, the Purchased Entity in excess of $50,000 in the aggregate, (ii)
          the license of any Intellectual Property to or from the Purchased
          Entity (other than the license by the Purchased Entity of
          non-customized software in the ordinary course of business), (iii)
          provisions restricting or affecting the development, manufacture or
          distribution of the products or services of the Purchased Entity or
          (iv) indemnification by the Purchased Entity with respect to
          infringements of any proprietary rights or other Intellectual
          Property;

          (c) Since January 1, 2005, the Purchased Entity (i) has not declared
          or paid any dividend or authorized or made any distribution upon or
          with respect to any of its interests or units (including, without
          limitation, the Purchased Interests) or any capital account of, or
          maintained in, the Purchased Entity, (ii) incurred any indebtedness
          for money borrowed or any other liabilities individually in excess of
          $20,000 or in excess of $50,000 in the aggregate, (iii) made any loan
          or advance to any Person, other than ordinary advances to employees
          for travel expenses, or (iv) sold, exchanged or otherwise disposed of
          any of its assets or rights, other than the sale of its inventory in
          the ordinary course of business consistent with past practices;

          (d) The Purchased Entity is not party to, or otherwise bound by, any
          Guaranteed OTI Contract (as defined below);

          (e) A true and complete copy (inclusive each amendment, modification
          and waiver relating thereto) of each Guaranteed OTI Contract and each
          OTI Contract Guarantee (as defined below) has been provided to NAC;
          and

          (f) The Purchased Entity is not a party to or otherwise bound by any
          contract, agreement (written or oral), instrument or other commitment,
          or subject to any restriction under any of the Purchased Entity
          Governing Documents, that constitutes, and could reasonably be
          anticipated to have, a Materially Adverse Effect on the Purchased
          Entity.

For the purposes of subsections (b) and (c) above, all indebtedness,
liabilities, agreements, understandings, instruments, contracts and proposed
transactions involving the same Person (including Persons either Holder has any
reason to believe are affiliated therewith) shall be aggregated for the purpose
of meeting the individual minimum dollar amounts of such subsections. As used
herein, "GUARANTEED OTI CONTRACT" means any lease or other written contract (i)
to which the Purchased Entity is a party or by which the Purchased Entity is
otherwise bound and (ii) that is guaranteed by Mark Fite and/or Kimball
Wheatley, "OTI CONTRACT GUARANTY" means any contract or other agreement pursuant
to which Mark Fite and/or Kimball Wheatley is obligated to guaranty to a third
party any obligations of the Purchased Entity under any Guaranteed OTI Contract
Lease, "SCHEDULED GUARANTEED OTI CONTRACT" means any Guaranteed OTI Contract (a)
that is set forth in section (d) of Section 3.10 of the Holders Disclosure
Letter and (b) of which a true and complete copy has been provided to NAC, and
"SCHEDULED OTI CONTRACT GUARANTEE" means any OTI Contract Guarantee (a) that is
set


                                       19



forth in section (g) of Section 3.10 of the Holders Disclosure Letter and (b) a
true and complete copy of which has been provided to NAC.

          3.11 Related Party Transactions. Except as expressly set forth in
Section 3.11 the Holders Disclosure Letter, no member, manager, employee,
officer or director of the Purchased Entity or member of his or her immediate
family is indebted to the Purchased Entity, nor is the Purchased Entity indebted
(or committed to make loans or extend any guarantee or credit) to any of them.
Except as expressly set forth in Section 3.11 of the Holders Disclosure Letter,
to the best knowledge of the Holders, none of such persons has any direct or
indirect ownership interest in any firm or corporation with which the Purchased
Entity is affiliated or with which the Purchased Entity has a business
relationship, or any firm or corporation that competes with the Purchased
Entity. Except as expressly set forth in Section 3.11 of the Holders Disclosure
Letter, no member of the immediate family of any member, manager, officer or
director of the Purchased Entity is directly or indirectly interested in any
material contract with the Purchased Entity. Effective immediately prior to the
Closing, all employment, consulting and similar agreements (whether oral or
written) between the Purchased Entity and any Guarantor (as defined below) will
terminate without any penalty, damages or other liability to the Purchased
Entity resulting therefrom.

          3.12 Permits. The Purchased Entity has all franchises, permits,
licenses, consents, approvals and any similar authority (all of the foregoing,
collectively, "PERMITS"), whether issued or granted by any governmental
authority or other Person, necessary for the conduct of its business as now
conducted and as proposed to be conducted, the lack of which would have, or
could reasonably be anticipated to have, a Materially Adverse Effect on the
Purchased Entity. The Purchased Entity is not in default in any material respect
under any of such Permits. The consummation of the transactions contemplated
hereby and by the Collateral Documents will not result in the termination,
suspension, revocation, forfeiture, lapse, impairment or non-renewal of any such
Permits or constitute justifiable grounds for the termination, suspension,
revocation, forfeiture, lapse, impairment or non-renewal of any of such Permits,
other than the Permits set forth in Section 3.12(a) of the Holders Disclosure
Letter (all such Permits, collectively, the "REQUIRED PERMITS"). As used herein,
"REQUIRED WAIVERS" means, collectively, all waivers, consents and approvals
(which, if necessary in order to be effective, shall be in writing and properly
executed) that are necessary or appropriate in order to prevent or preclude (a)
any termination, suspension, revocation, forfeiture, lapse, impairment or
non-renewal of any Permit referred to in the first sentence of this Section
3.12, (b) the trigger or creation of any right to terminate, suspend, revoke,
forfeit, lapse, impair or not renew any such Permit, (c) the acceleration or
increase of any payment or other obligation or duty of the Purchased Entity, (d)
the termination, suspension, revocation, forfeiture, lapse, impairment or
non-renewal of any contractual right or benefit of the Purchased Entity and (e)
the trigger or creation of any right to terminate, suspend, revoke, forfeit,
lapse, impair or not renew any contractual right or benefit of the Purchased
Entity, in any such case as a consequence or result of the execution, delivery
and/or performance of this Agreement and/or any of the Collateral Agreements
and/or the consummation of the transactions contemplated hereby and thereby.
Except as disclosed in Section 3.12(a) of the Holders Disclosure Letter, there
are no Required Waivers other than the Required Permits.


                                       20



          3.13 Employee Benefit Plans. Except as expressly set forth in Section
3.13 of the Holders Disclosure Letter, the Purchased Entity does not have any
Employee Benefit Plan as defined in the Employee Retirement Income Security Act
of 1974.

          3.14 Tax Returns, Payments and Elections. The Purchased Entity has
filed all tax returns and reports (including information returns and reports) as
required to be filed by it by law. These returns and reports are true and
correct in all material respects. The Purchased Entity has paid, or will pay
prior to becoming delinquent, all taxes shown to be due and payable on such
returns and reports, and any assessments imposed, except those contested by the
Purchased Entity in good faith and expressly set forth in Section 3.14 of the
Holders Disclosure Letter. Set forth in Section 3.14 of the Holders Disclosure
Letter is a full and fair description of all elections the Purchased Entity has
made or either or both of the Holders have made on behalf of, or related to, the
Purchased Entity pursuant to the Internal Revenue Code of 1986, as amended,
other than elections that relate solely to methods of accounting, depreciation
or amortization. There is no tax deficiency proposed or assessed against the
Purchased Entity, and the Purchased Entity has not executed any waiver of any
statute of limitations on the assessment or collection of any tax or
governmental charge, nor have any of the federal income tax returns of the
Purchased Entity or any of its state income or franchise tax or sales or use tax
returns ever been audited by governmental authorities. Except as expressly set
forth in Section 3.14 of the Holders Disclosure Letter, since the date of the
Interim Balance Sheet, the Purchased Entity has not incurred any income or other
taxes, assessments or governmental charges other than in the ordinary course of
business, and the Purchased Entity has made adequate provisions on its books of
account for all income or other taxes, assessments and governmental charges with
respect to its business, properties and operations for the period since such
date. The Purchased Entity has withheld or collected from each payment made to
each of its members, managers and employees the amount of all taxes and
assessments (including, but not limited to, federal income taxes, Federal
Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes)
required to be withheld or collected therefrom and has paid the same to the
proper tax receiving officers or authorized depositories and has (as
appropriate) withheld, collected and/or paid to the appropriate authority all
other taxes and assessments (including, without limitation, sales, real estate,
property and commercial lease taxes) required to be withheld, collected and/or
paid by it.

          3.15 Minute Books. The records of all meetings, consents and approvals
of the members and managers of the Purchased Entity have been provided to NAC
and as so provided contained a complete summary of all meetings and other
actions of the members and managers of the Purchased Entity since the time of
formation of the Purchased Entity and reflects all transactions referred to in
records accurately in all material respects.

          3.16 Labor Agreements and Actions; Employee Compensation. The
Purchased Entity is not bound by or subject to (and none of its assets or
properties is bound by or subject to) any contract, commitment or arrangement
with any labor union, and no labor union has requested or has sought to
represent any of the members, managers, employees, representatives or agents of
the Purchased Entity. There is no strike or other labor dispute involving the
Purchased Entity pending, or to the best knowledge of the Holders, threatened,
that would have, or could reasonably be anticipated to have, a Materially
Adverse Effect on the Purchased Entity, nor to the best knowledge of the Holders
is there any labor organization activity involving any of the members, managers
and employees of the Purchased Entity. To the best knowledge of the


                                       21



Holders, no member, manager, officer or key employee, or any group of key
employees, intends to terminate his or her or their employment with the
Purchased Entity, nor does the Purchased Entity have a present intention to
terminate the employment of any of the foregoing. Except as otherwise provided
in the Employment Agreement, the employment of each officer and employee of the
Purchased Entity is terminable at the will of the Purchased Entity, without
payment (other than accrued compensation through the date of termination and
payments (if any) required to be made pursuant to the Consolidated Omnibus
Budget Reconciliation Act (COBRA) or other applicable statutory law) or other
liability on the part of the Purchased Entity. To the best knowledge of the
Holders, the Purchased Entity has complied in all material respects with all
applicable state and federal equal employment opportunity and other laws related
to employment. Except for the Employment Agreement and as expressly set forth in
Section 3.16 of the Holders Disclosure Letter, the Purchased Entity is not a
party to or otherwise bound by any currently effective employment contract,
deferred compensation agreement, bonus incentive plan, profit sharing plan,
retirement agreement or other employee compensation agreement or arrangement.

          3.17 Governmental and Third Party Consents. No consent, approval,
order or authorization of, or registration, qualification, designation,
declaration or filing with, any federal, state or local governmental authority
or any other third party on the part of the Purchased Entity or either Holder is
required in connection with the consummation of the transactions contemplated by
this Agreement or the Collateral Documents, except such consents, approvals,
orders, authorizations, registrations, qualifications, designations, declaration
or filings as are expressly set forth in Section 3.17 of the Holders Disclosure
Letter (all such consents, approvals, orders, authorizations, registrations,
qualifications, designations, declaration or filings, collectively, the
"REQUIRED APPROVALS").

          3.18 Title to Property and Assets. Except as expressly set forth in
Section 3.18 of the Holders Disclosure Letter, the Purchased Entity owns its
property and assets free and clear of all Liens, except such Liens as arise in
the ordinary course of business and do not materially impair the Purchased
Entity's ownership or use of such property or assets. With respect to the
property and assets it leases, the Purchased Entity is in compliance with such
leases and holds a valid leasehold interest free of any Liens, and the Purchased
Entity is not in violation or default of, and to the best knowledge of the
Holders, no other party to any such lease is in violation or default of, any
such lease.

          3.19 Insurance. Set forth in Section 3.19 of the Holders Disclosure
Letter is a complete list and full and fair description (inclusive of the amount
of coverage and deductibles or co-insurance) of each and all of the insurance
policies maintained by the Purchased Entity or for its benefit, which policies
provide coverage consistent with that maintained by similar businesses in the
same industry. Full, true and complete copies of all such insurance policies
(inclusive of all amendments, addenda, riders and other modifications thereto)
have been provided to NAC.

          3.20 Disclosure. Neither this Article 3 nor the Holders Disclosure
Letter contains any untrue statement of a material fact or omits a material fact
necessary to make the statements contained herein or therein, in light of the
circumstances in which they were made, not misleading, and to the best knowledge
of Holders, there is no fact that has not been disclosed to


                                       22



NAC that materially affects adversely or could reasonably be anticipated to
materially affect adversely the business, including the operating results,
assets, customer, supplier or employee relations and business prospects, of the
Purchased Entity.

          3.21 Lack of Other Representations. Except as set forth in this
Agreement or in the Collateral Documents, neither Holder makes any
representation, express or implied, at law or in equity, in respect of the
Purchased Entity or either Holder, and any such representation or warranty not
set forth in this Agreement or in the Collateral Documents is hereby expressly
disclaimed.

                                    ARTICLE 4

                           ADDITIONAL REPRESENTATIONS
                          AND WARRANTIES OF THE HOLDERS

          As an inducement to NAC to enter into this Agreement, the Holders,
jointly and severally, represent and warrant to NAC as follows:

          4.1 Authority. Each Holder has the power and authority to enter into
this Agreement and each of the Collateral Documents to which it is contemplated
hereunder to become a party and to carry out its obligations hereunder and
thereunder. This Agreement has been duly executed by each Holder and constitutes
a legal, valid and binding obligation of each Holder, enforceable against each
Holder in accordance with its terms, except as the enforceability thereof may be
limited by bankruptcy, insolvency, reorganization or other similar laws relating
to the enforcement of creditors' rights generally or by general principles of
equity, regardless of whether such enforceability is considered at law or in
equity. Each Collateral Document to which either Holder is contemplated
hereunder to become a party will, when executed and delivered by such Holder,
constitute a legal, valid and binding obligation of such Holder, enforceable
against such Holder in accordance with its terms, except as the enforceability
thereof may be limited by bankruptcy, insolvency, reorganization or other
similar laws relating to the enforcement of creditors' rights generally or by
general principles of equity, regardless of whether such enforceability is
considered at law or in equity. The execution, delivery and performance of this
Agreement by each Holder is not, and will not be, in breach or violation of (a)
any agreement, arrangement or understanding to which either Holder is a party or
by which either Holder is otherwise bound, (b) any Permit applicable to either
Holder or (c) any law, regulation, order, judgment or decree applicable to
either Holder. The execution, delivery and performance of any Collateral
Document by any Holder contemplated hereunder to become a party thereto will not
be in breach or violation of (a) any agreement, arrangement or understanding to
which such Holder is a party or by which such Holder is otherwise bound, (b) any
Permit applicable to such Holder or (c) any law, regulation, order, judgment or
decree applicable to such Holder. No authorization, consent or approval of, or
filing with, any public body, court or authority is necessary on the part of
either Holder for the consummation by him or it of the transactions contemplated
to be performed by him or it pursuant to this Agreement or any Collateral
Document.

          4.2 Ownership Interests in the Purchased Entity. FWA and MeetingNet
are the legal and beneficial owners of, respectively, fifty-seven and fourteen
one-hundredths percent (57.14%)


                                       23



and forty-two and eight-six hundredths percent (42.86%) of the Purchased
Interests, in each case free and clear of all Liens, other than restrictions
under federal and state securities laws. Any and all proxies that may have been
given by either Holder prior to this Agreement regarding any units or interests
in the Purchased Entity have been revoked and are no longer outstanding or of
any force or effect.

          4.3 Ownership of Interests. There are no obligations of either Holder
to sell or to acquire any units or interests in the Purchased Entity except
pursuant to this Agreement. With respect to all of each Holder's Purchased
Interests, such Holder has sole voting power and sole power to issue
instructions with respect to the matters herein, sole power of disposition, sole
power of conversion, sole power to demand appraisal rights and sole power to
agree to all of the matters set forth in this Agreement, in each case with no
limitations, qualifications or restrictions on such rights, subject, however, to
applicable securities laws and the terms of this Agreement.

          4.4 Legends. It is understood that the Securities Act restricts the
transferability of securities, such as the NAC common stock and the Promissory
Notes, issued in reliance upon the exemption from the registration requirements
of the Securities Act provided by Section 4(2) thereunder, and that the
instrument evidencing any of the NAC common stock and the Promissory Notes will
bear a legend (in addition to such other legends as may be required by law or
contract) in substantially the following form:

          THE SECURITIES REPRESENTED BY THIS CERTIFICATE OR INSTRUMENT HAVE NOT
          BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
          "SECURITIES ACT"), OR ANY OTHER APPLICABLE SECURITIES LAWS AND HAVE
          BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION
          REQUIREMENTS OF THE SECURITIES ACT AND SUCH SECURITIES LAWS. THE
          SECURITIES REPRESENTED BY THIS CERTIFICATE OR INSTRUMENT MAY NOT BE
          SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED
          OTHER THAN PURSUANT TO THE PROVISIONS OF THE SECURITIES ACT OR AN
          EXEMPTION FROM REGISTRATION THEREUNDER. THE HOLDER OF THIS CERTIFICATE
          OR INSTRUMENT AGREES THAT IT/HE/SHE WILL GIVE TO EACH PERSON TO WHOM
          THIS SECURITY IS TRANSFERRED (UNLESS SUCH SECURITY IS TRANSFERRED
          PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
          ACT) A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.

                                    ARTICLE 5

                              ADDITIONAL AGREEMENTS

          5.1 Voting Agreement. At the Closing, NAC and each of the Holders
shall enter into and deliver to the other the Lockup, Standstill And Voting
Agreement substantially in the form attached hereto as Exhibit A (the "VOTING
AGREEMENT").

          5.2 Registration Rights Agreement. At the Closing, NAC and the Holders
shall enter into and deliver to the other a Registration Rights Agreement
substantially in the form attached hereto as Exhibit B (the "REGISTRATION RIGHTS
AGREEMENT").


                                       24



          5.3 Employment, Consulting and Non-Competition Agreements. As soon as
reasonably practical following the Closing, (i) NAC shall cause the Purchased
Entity to enter into and deliver to Mark A. Fite (the "PRINCIPAL"), and the
Principal shall enter into and deliver to NAC and the Purchased Entity, an
executive employment agreement (the "EMPLOYMENT AGREEMENT") in the form attached
hereto as Exhibit C-1, (ii) NAC shall cause the Purchased Entity to enter into
and deliver to Kimbal L. Wheatley and William A. Flexner (collectively, the
"CONSULTANTS" and each a "CONSULTANT"), and the Holders shall cause each of the
Consultants to enter into and deliver to NAC and the Purchased Entity, a
consulting agreement (the "CONSULTING AGREEMENT") in the form attached hereto as
Exhibit C-2a or C-2b (as applicable) and (iii) as further consideration for the
purchase by NAC of the Purchased Interests hereunder, each of the Holders shall
enter into and deliver to NAC, and shall cause the Principal, each of the
Consultants and Ray Franklin to enter into and deliver to NAC, a Non-Competition
And Non-Solicitation Agreement (the "NON-COMPETE AGREEMENT") in the form
attached hereto as Exhibit C-3.

          5.4 Surety And Security Agreements. As soon a reasonably practical
following the Closing, NAC shall cause the Purchased Entity to enter into, and
the Holders shall enter into, a Surety Agreement substantially in the form
attached hereto as Exhibit D (the "SURETY AGREEMENT") and a Security Agreement
substantially in the form attached hereto as Exhibit E (the "OTI SECURITY
AGREEMENT"), and at the Closing, NAC and the Holders shall enter into a Security
Agreement substantially in the form attached hereto as Exhibit F (the "NAC
SECURITY AGREEMENT").

          5.5 Promissory Notes. At the Closing, NAC and the Holders shall
execute and deliver to the other the relevant Promissory Notes.

          5.6 Expenses. Each party to this Agreement (NAC, on the one hand, and
the Holders, on the other hand) shall bear its own expenses in connection with
this Agreement and the transactions contemplated herein.

          5.7 Taxes. At and following the Closing, the Holders shall be
responsible for all sales, transfer and other similar taxes (inclusive of income
taxes, other than income taxes of NAC) that result from or are occasioned by the
Purchase, if any.

          5.8 Notification of Certain Matters. Each Party shall give prompt
written notice to the others of (a) the occurrence or failure to occur of any
event, which occurrence or failure has caused, would cause or would be likely to
cause any representation or warranty on its part contained in this Agreement to
be untrue or inaccurate at, or at any time prior to, the Closing, and (b) any
material failure of such party, or any member, manager, officer, director,
stockholder, employee or agent thereof, or either Principal, to comply with or
satisfy any covenant, condition or agreement to be complied with or satisfied by
it or him hereunder.

          5.9 Access to Information; Confidentiality.

          (a) NAC shall have the opportunity to make a complete due diligence
          review of the books, records, business and affairs of the Purchased
          Entity, and each of the Holders shall


                                       25



          have the opportunity to make a complete due diligence review of the
          books, records, business and affairs of NAC.

          (b) To facilitate the due diligence review, (i) NAC shall provide to
          the Holders and their agents complete access to all of its records and
          documents, shall provide the Holders with bank and professional
          references and shall use reasonable efforts to make available for
          consultation its customers and suppliers and (ii) the Holders shall
          provide to NAC and its agents complete access to all of the records
          and documents of the Purchased Entity, shall provide NAC with bank and
          professional references for the Purchased Entity and shall use
          reasonable efforts to make available for consultation the customers
          and suppliers of the Purchased Entity.

          (c) Each Party agrees that all non-public information provided to it
          or him by any other Party will be treated as confidential, and if this
          Agreement is terminated, will return to the Party providing same all
          confidential documents (and all copies thereof) in its possession, or
          will certify to such Party that all such documents not returned have
          been destroyed; provided however, that, in the event the Purchase is
          consummated, this provision shall not apply to NAC and there shall be
          no restriction on the ability of NAC to disclose information with
          regard to the Purchased Entity unless a Default (as defined in the NAC
          Security Agreement) shall have occurred and be continuing, in which
          event NAC shall, during the continuance of such Default, again be
          obligated to maintain in confidence the confidential information of
          the Purchased Entity and not disclose same except as may be required
          by law. Non-public information shall not include any information that
          a Party can demonstrate: (i) was already in such Party's possession
          prior to negotiations related to this transaction; (ii) is or becomes
          publicly and openly known and in the public domain through no fault of
          such Party; or (iii) is received by such Party in a non-confidential
          manner from a third party having the right to disclose such
          information. The provisions of this Section 5.9(c) shall survive any
          expiration or earlier termination of this Agreement.

          5.10 Certified NAC Resolutions. At or prior to the Closing, NAC shall
furnish to the Holders (i) a copy of the text of the resolutions by which the
corporate action on the part of NAC necessary to approve this Agreement and the
Collateral Documents contemplated hereunder to be executed and delivered by NAC
were taken and (ii) certificates executed on behalf of NAC certifying that such
copy is a true, correct and complete copy of such resolutions and that such
resolutions were duly adopted and have not been amended or rescinded (which
certificates shall be executed by Robert Cuddihy as an officer of NAC).

                                    ARTICLE 6

                                   CONDITIONS

          6.1 Conditions to Obligations of Each Party to Effect the Purchase.
The respective obligations of each Party to effect the Purchase shall be subject
to the fulfillment at or prior to the Closing of the following conditions:


                                       26



          (a) there shall not be pending by or before any court or other
          governmental body an order or injunction restraining or prohibiting
          the transactions contemplated hereby or by any of the Collateral
          Documents or any action or proceeding (other than one brought by or on
          behalf of any Party) pursuant to which the party bringing or
          commencing such action or proceeding is seeking any such order or
          injunction; and

          (b) no Party shall have terminated this Agreement as permitted herein.

          6.2 Additional Conditions to Obligations of the Holders. The
obligations of the Holders to consummate the transactions contemplated hereby
are also subject to the fulfillment at or prior to the Closing of the following
conditions:

          (a) The representations and warranties of NAC set forth in Article 2
          hereof that are by their terms qualified by materiality shall be true
          and correct at and as of the Closing with the same force and effect as
          if made again at and as of the Closing and the representations and
          warranties of NAC set forth in Article 2 hereof that are not so
          qualified shall be true and correct in all material respects at and as
          of the Closing with the same force and effect as if made again at and
          as of the Closing, NAC shall in all material respects have performed
          each obligation and agreement and complied with each covenant to be
          performed and complied with it hereunder at or prior to the Closing
          and NAC shall have furnished to the Holders a certificate in which NAC
          shall have certified that the foregoing conditions have been met;

          (b) Between the date hereof and the Closing, (i) there shall have been
          no Materially Adverse Change with respect to NAC, (ii) there shall
          have been no adverse federal, state or local legislative or regulatory
          change affecting in any material respect the services, products or
          business of NAC and (iii) none of the properties and assets of NAC
          shall have been damaged by fire, flood, casualty, act of God or the
          public enemy or other cause (regardless of insurance coverage for such
          damage), which damages would have, or could reasonably be anticipated
          to have, a Materially Adverse Effect on NAC, and NAC shall have
          delivered to the Holders a certificate, dated as of the Closing, to
          the effect of the matters set forth in the foregoing clauses (i) -
          (iii); and

          (c) NAC shall have complied with its obligations under Section 5.10
          above, and all corporate and other proceedings in connection with the
          transactions contemplated at the Closing and all documents incident
          thereto shall be reasonably satisfactory in form and substance to the
          Holders' counsel, and the Holders' and their counsel shall have
          received all such counterpart original and certified or other copies
          of such documents as they may reasonably request.

          6.3 Additional Conditions to Obligations of NAC. The obligations of
NAC to consummate the transactions contemplated hereby are also subject to the
fulfillment at or prior to the Closing of the following conditions:

          (a) The representations and warranties of the Holders set forth in
          Articles 3 and 4 hereof that are by their terms qualified by
          materiality shall be true and correct at and as of the Closing with
          the same force and effect as if made again at and as of the Closing
          and


                                       27



          the representations and warranties of the Holders set forth in
          Articles 3 and 4 hereof that are not so qualified shall be true and
          correct in all material respects at and as of the Closing with the
          same force and effect as if made again at and as of the Closing, each
          of the Holders and each of the Principals shall in all material
          respects have performed each obligation and agreement and complied
          with each covenant to be performed and complied with by it or him
          hereunder at or prior to the Closing, each and all of the Required
          Waivers and the Required Approvals shall have been obtained and shall
          be in full force and effect and the Holders shall have furnished to
          NAC a certificate (the "HOLDERS' CLOSING CERTIFICATE") in which the
          Holders shall have certified that the foregoing conditions have been
          met;

          (b) Each Holder shall have delivered to NAC such documents and
          instruments as NAC may reasonably request to confirm and effectuate
          the transfer and conveyance of the Purchased Interests to NAC, free
          and clear of any and all Liens;

          (c) Between the date hereof and the Closing, (i) there shall have been
          no Materially Adverse Change with respect to the Purchased Entity,
          (ii) there shall have been no adverse federal, state or local
          legislative or regulatory change affecting in any material respect the
          services, products or business of the Purchased Entity and (iii) none
          of the properties and assets of the Purchased Entity shall have been
          damaged by fire, flood, casualty, act of God or the public enemy or
          other cause (regardless of insurance coverage for such damage) which
          damages would have, or could reasonably be anticipated to have, a
          Materially Adverse Effect on the Purchased Entity, and the Holders
          shall have delivered to NAC a certificate, dated as of the Closing, to
          the effect of the matters set forth in the foregoing clauses (i) -
          (iii); and

          (d) All limited liability company and other proceedings in connection
          with the transactions contemplated at the Closing and all documents
          incident thereto shall be reasonably satisfactory in form and
          substance to NAC's counsel, and NAC and its counsel shall have
          received all such counterpart original and certified or other copies
          of such documents as they may reasonably request.

                                    ARTICLE 7

                            POST CLOSING OBLIGATIONS

          7.1 Adjustments to Payment of Purchase Price. The Purchase Price
Payments to be made by NAC on account of and with respect to the Purchase Price
pursuant to Section 1.3 hereof represent a good faith estimate of the Purchase
Price as determined by the Parties. In the event the actual Purchase Price (as
determined in accordance with Section 1.4 hereof) differs from the aggregate
amount of the Purchase Price Payments (the dollar amount of such difference
being hereinafter referred to as the "PURCHASE PRICE VARIANCE"), the following
adjustments shall be made:

          (a) If the amount of the actual Purchase Price is less than the
          aggregate amount of the Purchase Price Payments, then (i) the
          outstanding principal amount of the FWA Note shall be reduced by the
          FWA Percentage of the amount of the resulting Purchase Price


                                       28



          Variance and (ii) the outstanding principal amount of the MeetingNet
          Note shall be reduced by the MeetingNet Percentage of the amount of
          the resulting Purchase Price Variance; or

          (b) If the amount of the actual Purchase Price is greater than the
          aggregate amount of the Purchase Price Payments, then (i) the
          outstanding principal amount of the FWA Note shall be increased by the
          FWA Percentage of the amount of the resulting Purchase Price Variance
          and (ii) the outstanding principal amount of the MeetingNet Note shall
          be increased by the MeetingNet Percentage of the amount of the
          resulting Purchase Price Variance.

If the principal amount of the FWA Note and the MeetingNet Note is to be reduced
as contemplated by clause (a) above or is to be increased as contemplated by
clause (b) above, then the FWA shall surrender and deliver to NAC the FWA Note
and MeetingNet shall surrender and deliver to NAC the MeetingNet Note for
cancellation, and in exchange therefor NAC shall issue and deliver to FWA and
MeetingNet new promissory notes that are identical to the surrendered promissory
notes, except for the decrease or increase in the amount of the principal
amounts thereof as provided for in clause (a) or (b) above, as applicable; and
in the event of the issuance of new promissory notes as provided in the
foregoing portion of this sentence, the terms "FWA NOTE" shall be deemed
thereafter to refer to the respective promissory note issued to FWA in
replacement for the FWA Note so surrendered and the terms "MEETINGNET NOTE,"
shall be deemed thereafter to refer to the respective promissory note issued to
MeetingNet in replacement for the MeetingNet Note so surrendered, and the term
"PROMISSORY NOTES" shall be deemed thereafter to refer collectively to the FWA
Note and the MeetingNet Note.

          7.2 Timing of Adjustments/Payments. Any adjustments required by this
Article 7 shall be made, and any other actions required under this Article 7
shall be taken, within four (4) calendar months following the Closing Date or,
if the amount of the Purchase Price is determined by arbitration as contemplated
by Section 10.14 hereof, within thirty (30) days after the amount of the
Purchase Price has been so determined; provided, however, that with respect to
any adjustments based upon any increase or decrease in the Purchase Price
contemplated by Section 1.4, such adjustments shall be made, and any related
actions required under this Article 7 shall be taken, within thirty (30) days
following the date the financial statements of the Purchased Entity are
completed for the period ending October 31, 2007 or, if the amount of the
Positive Purchase Price Adjustment or the Negative Purchase Price Adjustment is
determined by arbitration as contemplated by Section 10.14 hereof, within thirty
(30) days after such amount has been so determined.

          7.3 Delivery of Closing Financials. The Holders shall deliver, or
cause to be delivered, to NAC at the Closing, for the Purchased Entity an
unaudited balance sheet as of the Closing Date (the "CLOSING BALANCE SHEET") and
an audited balance sheet as of the end of each of the last three fiscal years of
the Purchased Entity and an unaudited statement of profit and loss and cash
flows for the period from the end of the last completed fiscal year of the
Purchased Entity through the date of the Closing and an audited statement of
profit and loss and cash flows for each of the last three fiscal years of the
Purchased Entity, in each case prepared in accordance with GAAP applied on a
basis consistent with past practices.


                                       29



          7.4 Reduction of Promissory Notes on Account of Indemnity Award. If
the Holders (or either of them) shall be subject to any judgment or award for
indemnification under Article 8 below, then the outstanding amount of the
Promissory Notes shall be reduced as follows: (i) the outstanding principal
amount of the FWA Note shall be reduced by the FWA Percentage of the amount of
such judgment or award, and (ii) the outstanding principal amount of the
MeetingNet Note shall be reduced by the MeetingNet Percentage of the amount of
such judgment or award.

          7.5 Awards and Payments to Employees of the Purchased Entity. After
January 1, 2006 but on or before February 15, 2006, NAC shall cause the
Purchased Entity to make bonus payments for 2005 in an aggregate amount of
$80,625 (the "2005 BONUS AMOUNT") to the employees and consultants of the
Purchased Entity listed on SCHEDULE I, which payments shall be allocated among
such employees and consultants in accordance with the parameters set forth in
such SCHEDULE I. Additionally, after March 1st and on or prior to April 15th of
each year commencing in 2007, NAC shall cause the Purchased Entity to pay to
employees and consultants of OTI, as incentive and bonus payments, such
aggregate amount (any such amount, an "INCENTIVE BONUS AMOUNT") as, when added
to the amounts required to be contributed (whether by the Purchased Entity or
NAC) with respect to the recipient's or recipients' 401-K plan(s) or paid
(whether by the Purchased Entity or NAC) as F.I.C.A. on account of or with
respect to such payments, is equal to the lesser of (a) eighty thousand six
hundred twenty-five dollars ($80,625) and (b) six percent (6%) of the Available
Cash Flow (as defined in the Promissory Notes) of the Purchased Entity for the
immediately preceding Fiscal Year (provided, however, that no further payments
shall be required under this sentence when the aggregate payments made pursuant
to this sentence, when added to the amounts required to be contributed (whether
by the Purchased Entity or NAC) with respect to the recipient's or recipients'
401-K plan(s) or paid (whether by the Purchased Entity or NAC) as F.I.C.A. on
account of or with respect to such payments, equals one hundred sixty-one
thousand two hundred and fifty dollars ($161,250), with each Incentive Bonus
Amount to be allocated and paid to employees and consultants of OTI in
accordance with the employee bonus and incentive plan (the "OTI EMPLOYEE BONUS
PLAN") parameters set forth in SCHEDULE II attached hereto. Additionally, on or
before December 31, 2005, NAC shall grant to the employees of the Purchased
Entity employee stock options for the number of shares of the common stock of
NAC as is set forth after their respective names on SCHEDULE III attached
hereto, which options shall have a strike or exercise price equal to the fair
market value of a share of NAC's common stock on the date of grant and shall
vest in accordance with the schedule set forth after the respective employees
names on such SCHEDULE III and shall otherwise be subject to the terms and
conditions of NAC's Equity Incentive Plan.

          7.6 Bank Debt. NAC shall (a) cause the Purchased Entity, within six
(6) months following the Closing, to repay to the Bank of Utah the outstanding
Scheduled Indebtedness owed by the Purchased Entity to the Bank of Utah as of
the Closing, (b) cause the Purchased Entity, on or before December 31, 2005, to
close all of its current bank accounts and open new bank accounts and (c) cause
the Purchased Entity, within six (6) months following the Closing, to cancel or
terminate any Scheduled Credit Agreements that were in effect as of the Closing.

          7.7 Credit Cards. NAC shall cause the Purchased Entity, on or before
December 31, 2005, to discontinue the use of, and cancel, the credit cards
listed on SCHEDULE IV attached hereto and to take reasonable commercial efforts
to have corporate credit cards issued in replacement for such cancelled credit
cards.


                                       30



          7.8 Financial Reporting. So long as any principal or accrued interest
is due and payable under the Promissory Notes, NAC shall provide the Holders
quarterly financial statements for OTI, and to the extent practicable, such
financial statements shall be delivered in connection with payments made under
the Promissory Notes.

          7.9 Preparation of Tax Return for Pre-Closing Period. The Holders
shall (at their sole cost and expense) prepare, or cause to be prepared, all tax
returns for the Purchased Entity for any period ending on or prior to the
Closing Date and shall submit drafts of such tax returns to NAC for its written
approval at least thirty (30) days prior to the date such tax returns are
required to be filed with the applicable taxing authority of agency. In the
event NAC does not approve any such tax return in writing, any dispute with
respect to the same shall be referred to arbitration, and be resolved by
arbitration, as contemplated by Section 11.14.

          7.10 Indemnification for Guaranteed Contract Obligations. NAC shall,
subject to the terms and conditions set forth below, indemnify and hold harmless
each of Mark Fite and Kimbal L. Wheatley from and against any and all Losses (as
defined below) (a) that have been suffered or incurred by him under any
Scheduled OTI Contract Guarantee and (b) that have resulted from any breach by
the Purchased Entity of its obligations that have arisen after the Closing Date
under the corresponding Scheduled Guaranteed OTI Contract. In the event any
claim shall be asserted against Mark Fite or Kimball Wheatley that would give
rise to a right to indemnification from NAC under this Section 7.10 (any such
claim, an "INDEMNIFIED OTI CONTRACT CLAIM"), he shall give NAC prompt written
notice thereof (which notice shall be accompanied with a copy of any summons,
complaint or other writing received by him or his counsel or other
representative setting forth or relating to such claim). NAC shall be afforded
the opportunity, at its expense, to defend or settle any Indemnified OTI
Contract Claim if, within ten (10) Business Days of notice thereof, it
acknowledges in writing its indemnification obligation hereunder, utilizes
counsel reasonably satisfactory to the indemnified party, commences such defense
promptly and pursues such defense with diligence; provided, however, that NAC
shall secure the consent of the indemnified party to any settlement, which
consent shall not be unreasonably withheld or delayed. If any indemnified party
defends against any Indemnified OTI Contract Claim hereunder, such party shall
use reasonable efforts in such defense and to mitigate Losses arising
thereunder. In the event any indemnified party is indemnified hereunder with
respect to any Indemnified Lease Claim the defense of which has been undertaken
by NAC, such indemnified party shall promptly and fully cooperate with NAC in
such defense.

                                    ARTICLE 8

                                   INDEMNITIES

          8.1 Survival of Representations and Warranties. All representations,
warranties, covenants and other agreements made by NAC and any Holder in this
Agreement shall survive the Closing, subject, however, to Section 8.5 below.

          8.2 Holders to Indemnify.


                                       31



          (a) General. Subject to the limitations in this Article 8, the
          Holders, jointly and severally, agree to indemnify and hold harmless
          NAC and its directors, officers, employees and agents from and against
          all proceedings, judgments, decrees, demands, claims, actions, losses,
          damages, liabilities, costs and expenses, including, without
          limitation, reasonable attorneys' fees and other costs of enforcement
          or collection, (collectively referred to as "LOSSES") asserted against
          or incurred by NAC or its directors, officers, employees or agents
          resulting from (i) a breach of any covenant, agreement, representation
          or warranty of any Holder contained in this Agreement, the exhibits
          hereto (exclusive of the Collateral Documents, but including the
          Holders Disclosure Letter) or the Holders' Closing Certificate or any
          other certificate, document or instrument (other than the Collateral
          Documents) delivered by or on behalf of either Holder pursuant hereto
          or as contemplated hereby or (ii) the assertion by any third party of
          a claim (a "THIRD PARTY CLAIM") that, if true, would constitute such a
          breach. Notwithstanding anything contained herein to the contrary, NAC
          shall not be entitled to recover hereunder for any Losses to the
          extent that NAC has actually received insurance proceeds with respect
          to the condition or circumstance giving rise to such Losses and such
          proceeds were paid to NAC pursuant to an insurance policy (exclusive
          of any renewal or extension thereof) (i) that was maintained by the
          Purchased Entity immediately prior to the Closing, (ii) for which the
          premium had been paid by the Purchased Entity prior to the Closing and
          (iii) to which no value (in the form of prepaid expenses or otherwise)
          was assigned on the Closing Balance Sheet.

          (b) Tax Matters. The Holders, jointly and severally, also agree to
          indemnify, hold harmless and defend NAC from and against any and all
          assessments, claims and liabilities (including, without limitation,
          any interest or other penalty) relating to (i) any failure to file
          federal, state or local tax returns or amended returns for the
          Purchased Entity for any period, including short periods, for which a
          return was due, including any extensions, prior to or ending on the
          Closing Date; (ii) for any non-payment by the Purchased Entity of
          federal, state or local taxes due for any period, including short
          periods, for which a return was due prior to or ending on the Closing
          Date; (iii) for any errors or omissions related to any federal, state
          or local tax returns, and the elections thereunder, filed by the
          Purchased Entity for any period, including short periods, for which a
          return was due prior to or ending on the Closing Date; or (iv) any
          taxes that may become due as a result of any breach of any
          representation or warranty of any Holder set forth in this Agreement.

          8.3 NAC to Indemnify. Subject to the limitations in this Article 8,
NAC hereby agrees to indemnify and hold harmless each Holder and its agents from
and against all Losses asserted against or incurred by such Holder and its
agents resulting from (i) a breach of any covenant, agreement, representation or
warranty of NAC contained in this Agreement, the exhibits hereto (exclusive of
the Collateral Documents (except for the Promissory Notes), but including the
NAC Disclosure Letter) or any certificate, document or instrument (other than
the Collateral Documents (except for the Promissory Notes)) delivered by or on
behalf of NAC pursuant hereto or as contemplated hereby or (ii) any Third Party
Claim that, if true, would constitute such a breach.


                                       32



          8.4 Notice of Claim. Any Party that or who has a claim that would give
rise to liability pursuant to this Article 8 shall give prompt notice to all
other Parties of such claim, together with a reasonable description thereof.
With respect to any Third Party Claim that is covered by the indemnifications
contained hereunder, the Party obligated to indemnify shall be afforded the
opportunity, at its expense, to defend or settle such Claim if, within ten (10)
Business Days of notice thereof, it acknowledges in writing its indemnification
obligation hereunder, utilizes counsel reasonably satisfactory to the
indemnified party, commences such defense promptly and pursues such defense with
diligence; provided, however, that such indemnifying party shall secure the
consent of the indemnified party to any settlement, which consent shall not be
unreasonably withheld or delayed. If any indemnified party defends against any
Third Party Claim hereunder, such party shall use reasonable efforts in such
defense and to mitigate Losses arising thereunder. In the event any indemnified
party is indemnified hereunder with respect to any Third Party Claim the defense
of which has been undertaken by a Party that is obligated hereunder to indemnify
such indemnified party with respect to such claim, such indemnified party shall
promptly and fully cooperate with the indemnifying party in such defense.

          8.5 Certain Limitations.

          (a) Cap. The aggregate liability of either Holder under Section 8.2
          above (exclusive of attorneys' fees and other costs of enforcement or
          collection) shall not exceed such Holder's Pro Rata Share of an amount
          (the "OTI CAP AMOUNT") equal to three million three hundred thousand
          dollars ($3,300,000) PLUS the Positive Purchase Price Adjustment (if
          any) LESS the Negative Purchase Price Adjustment (if any) PLUS the
          Positive Book Value Variance (if any) LESS the Negative Book Value
          Variance (if any) (the foregoing limitation on liability is
          hereinafter referred to as the "OTI CAP") (where the Pro Rata Share of
          FWA is fifty-seven and fourteen one-hundredths percent (57.14%) and
          the Pro Rata Share of MeetingNet is forty-two and eight-six hundredths
          percent (42.86%)). The aggregate liability of NAC at any time under
          Section 8.3 above (exclusive of attorneys' fees and other costs of
          enforcement or collection and of any amount that may be payable as
          interest under any of the Promissory Notes) shall not exceed the
          amount of the OTI Cap Amount less (a) the amount of the Cash Payments
          and the value of the Purchase Price Shares (which, for these purposes
          shall be valued at $1.50 per share), (b) the aggregate amount that has
          been paid with respect to (i) principal (but not interest) on the
          Promissory Notes and/or (ii) the Book Value Loans and (c) three
          hundred thirty-two thousand five hundred dollars ($332,500) (the
          foregoing limitation on liability is hereinafter referred to as the
          "NAC CAP").

          (b) Basket. Neither the Holders, considered as a party on one hand,
          nor NAC, considered as a party on the other hand, shall be required to
          indemnify the other such party (or any related indemnified Persons)
          for any Losses relating to any matter subject to indemnification under
          this Article 8 unless and until such Losses exceed, in the aggregate,
          the amount of fifty thousand dollars ($50,000) (the "BASKET AMOUNT"),
          but in the event the Losses exceed such amount, the Party responsible
          therefor shall be liable and responsible for the full amount of such
          Losses without reduction for the Basket Amount.


                                       33



          (c) Inapplicability of Cap and Basket. The Basket shall not apply to
          any breach of this Agreement constituting fraud or any intentional
          misstatement, any liability under or with respect to Section 8.2(b)
          above or any liability under or with respect to any breach of any of
          the Collateral Documents. The OTI Cap or NAC Cap (as the case may be)
          shall not apply to any breach of this Agreement constituting fraud or
          any intentional misstatement, any liability under or with respect to
          Section 8.2(b) above or any liability under or with respect to any
          breach of any of the Collateral Documents.

          (d) Time to Assert Claim. Notwithstanding anything contained herein to
          the contrary, no Party or other Person may make any claim for
          indemnification under or with respect to Section 8.2(a) or Section 8.3
          above more later than June 30, 2007, except with respect to any claim
          based upon any breach of this Agreement constituting fraud or any
          intentional misstatement or any liability under or with respect to any
          breach of any of the Collateral Documents. Except as limited by the
          foregoing, any claim may be asserted before, but not after, the
          statute of limitations applicable thereto would lapse or expire.

          8.6 Satisfaction of Obligations. If any indemnifying party becomes
obligated to indemnify another party with respect to any claim for
indemnification hereunder and the amount of liability with respect thereto shall
have been finally determined, subject to the limitations set forth in Section
8.5 above, the indemnifying party shall pay such amount to the indemnified
party; provided, however, that each Holder may, in lieu of making any such
payment, or any portion thereof, that he or it may be obligated hereby to pay to
NAC, by written notice given to NAC, elect to reduce the outstanding principal
amount of the Promissory Note payable to it or him.

          8.7 Exclusive Remedy at Law. This Article 8 provides the sole and
exclusive remedy at law of each of the Parties in any cause of action based
thereon (subject to the exception in Section 8.5(c) hereof) against the other
Parties for any inaccuracy, misrepresentation or default in, or breach of, any
of the representations, warranties or covenants given or made by the Parties to
this Agreement, any exhibit hereto (excluding, however, the Collateral
Documents, but including the NAC Disclosure Letter and the Holders Disclosure
Letter, as applicable) or in any certificate, document or instrument (other than
the Collateral Documents) delivered by or on behalf of any Party pursuant
hereto. Nothing contained herein, however, shall be construed as limiting any
rights or remedies in equity, including without limitation, the right of
specific performance.

                                    ARTICLE 9

                        TERMINATION, AMENDMENT AND WAIVER

          9.1 Termination. This Agreement may be terminated at any time prior to
the Closing:

          (a) by mutual consent of the Holders and a duly authorized officer of
          NAC;

          (b) by NAC if either Holder breaches any of its material
          representations, warranties or covenants contained herein and such
          breach is not curable or, if is curable, is not cured within fifteen
          (15) Business Days after receipt of written notice thereof, or by
          either


                                       34



          Holder if NAC breaches any of its material representations, warranties
          or covenants contained herein and such breach is not curable or, if
          curable, is not cured within fifteen (15) Business Days after receipt
          of written notice thereof;

          (c) by NAC if the conditions to close the transactions contemplated by
          this Agreement shall become incapable of satisfaction other than on
          account of any action or inaction by NAC, or by the Holders if the
          conditions to close the transactions contemplated by this Agreement
          shall become incapable of satisfaction other than on account of any
          action or inaction by either Holder; or

          (d) by any of NAC and the Holders if all of the conditions to
          consummation of the Purchase shall not have occurred, or been
          satisfied or waived in writing, by December 1, 2005; provided,
          however, that (i) NAC shall not have the right to terminate this
          Agreement unilaterally if the event giving rise to such right shall be
          primarily attributable to NAC or to any Person affiliated with NAC and
          (ii) neither Holder shall have the right to terminate this Agreement
          unilaterally if the event giving rise to such right shall be primarily
          attributable to either Holder or to any Person affiliated with either
          Holder.

          9.2 Effect of Termination. In the event of termination of this
Agreement as provided in Section 9.1 hereof, this Agreement shall become void,
and there shall be no liability or further obligation hereunder on the part of
any Party or its stockholders, members, managers, officers or directors, except
as set forth in Article 8 hereof, except for liability arising from fraud or a
willful breach of this Agreement and except for liability with respect to any
provision hereof that by its terms expressly survives the termination of this
Agreement.

                                   ARTICLE 10

                  GUARANTY BY PRINCIPAL SHAREHOLDERS IN HOLDERS

          10.1 Guaranty of Obligations. William A. Flexner and Kimbal L.
Wheatley, jointly and severally, hereby unconditionally and irrevocably
guarantee to NAC the full and timely payment when due of all of the payment
obligations of FWA under and pursuant to this Purchase Agreement (including,
without limitation, FWA's indemnification obligations under Article 8) and the
Collateral Documents to which FWA is a party or by which it is otherwise bound
(such Collateral Documents, the "FWA COLLATERAL DOCUMENTS") and the full and
timely performance of all other obligations of FWA under and pursuant to this
Purchase Agreement and the FWA Collateral Documents (all such payment and other
obligations of FWA under and pursuant to this Purchase Agreement and the FWA
Collateral Documents are hereinafter referred to collectively as the "FWA
OBLIGATIONS"). Ray Franklin and Mark Fite, jointly and severally, hereby
unconditionally and irrevocably guarantee to NAC the full and timely payment
when due of all of the payment obligations of MeetingNet under and pursuant to
this Purchase Agreement (including, without limitation, MeetingNet's
indemnification obligations under Article 8) and the Collateral Documents to
which MeetingNet is a party or by which it is otherwise bound (such Collateral
Documents, the "MEETINGNET COLLATERAL DOCUMENTS") and the full and timely
performance of all other obligations of MeetingNet under and pursuant to this
Purchase Agreement and the MeetingNet Collateral Documents (all such payment and
other obligations of MeetingNet under and pursuant to this Purchase Agreement
and the MeetingNet Collateral


                                       35



Documents are hereinafter referred to collectively as the "MEETINGNET
OBLIGATIONS"). Each of William A. Flexner, Kimbal L. Wheatley, Ray Franklin and
Mark Fite is hereinafter referred to as a "GUARANTOR." Without limiting the
generality of the foregoing, each Guarantor's liability shall extend to all
amounts that constitute part of the FWA Obligations and/or MeetingNet
Obligations (as the case may be) and would be owed by the relevant Holder under
this Purchase Agreement but for the fact that such Obligations are unenforceable
or not allowable due to the existence of a bankruptcy, reorganization or similar
proceeding involving such Holder.

          10.2 Guaranty Absolute. The foregoing guaranty is a guaranty of
performance and not merely of collection, and the obligation of each Guarantor
hereunder is regardless of any law, regulation or order now or hereafter in
effect in any jurisdiction affecting any of the rights of either Holder. The
obligations of each Guarantor hereunder are independent of the obligations of
the Holders under this Purchase Agreement, and a separate action or actions may
be brought or prosecuted against any one or more of the Guarantors to enforce
his obligations hereunder, irrespective of whether any action is brought against
either Holder or whether either Holder is joined in any such action or actions.
The liability of each Guarantor hereunder shall be absolute and unconditional,
and shall not be affected or released in any way, irrespective of any of the
following:

          (a) any lack of validity or enforceability of this Purchase Agreement
          as against either Holder;

          (b) any change in the time, manner or place of payment of, or in any
          other term of, all or any of the FWA Obligations and/or MeetingNet
          Obligations, or any other amendment or waiver of or any consent to
          departure from this Purchase Agreement, including, without limitation,
          any increase in any of the FWA Obligations and/or MeetingNet
          Obligations;

          (c) any taking and holding of collateral or additional guarantees for
          all or any of the FWA Obligations and/or MeetingNet Obligations, or
          any amendment, alteration, exchange, substitution, transfer,
          enforcement, waiver, subordination, termination or release of any
          collateral or such guarantees, or non-perfection or delay in
          perfection of any collateral, or any consent to departure from any
          such guaranty, for all or any of the FWA Obligations and/or MeetingNet
          Obligations;

          (d) any manner of application of collateral, or proceeds thereof, to
          all or any of the FWA Obligations and/or MeetingNet Obligations, or
          any commercially reasonable manner of sale or other disposition of any
          collateral for all or any of the FWA Obligations and/or MeetingNet
          Obligations or any other assets of either Holder or any other Person;

          (e) any consent by any Guarantor or any other Person to the change,
          restructure or termination of the corporate structure or existence of
          either Holder or any of their affiliates and any corresponding
          restructure of the FWA Obligations and/or MeetingNet Obligations, or
          any other restructure or refinancing of the FWA Obligations and/or
          MeetingNet Obligations or any portion thereof; or


                                       36



          (f) any other circumstance that might otherwise constitute a defense
          available to, or a discharge of, any Guarantor.

          10.3 Without limiting the generality of the foregoing, each Guarantor
hereby consents to, and hereby agrees, that the rights of NAC hereunder, and the
liability of such Guarantor hereunder, shall not be affected by any and all
releases of any collateral, whether for purposes of commercially reasonable
sales or other dispositions of assets or for any other purpose. Notwithstanding
the foregoing, it is not intended that the foregoing shall obligate any
Guarantor to guaranty any obligations of FWA or MeetingNet (as the case may be)
other than, in the case of William A. Flexner and Kimbal L. Wheatley, the FWA
Obligations and, in the case of Ray Franklin and Mark Fite, the FWA Obligations;
provided, however, that any release, discharge or impairment of any FWA
Obligation or MeetingNet Obligation on account of the bankruptcy or insolvency
of FWA or MeetingNet or any similar event shall not release any Guarantor of his
obligations hereunder.

          10.4 Waivers. Each Guarantor hereby waives:

          (a) promptness, diligence, notice of acceptance and any other notice
          with respect to any of the FWA Obligations and/or MeetingNet
          Obligations and the guaranty set forth in this Article 10;

          (b) any defense to enforcement of the guaranty set forth in this
          Article 10 against such Guarantor due to the enforcement, if any, of
          any other guaranty in favor of NAC against any other Guarantor or any
          other guarantor;

          (c) any requirement that NAC or any other Person protect, secure,
          perfect or insure any Lien or any property subject thereto or exhaust
          any right or take any action against either Holder or any other Person
          or any collateral; and

          (d) any duty on the part of NAC or any other Person to disclose to
          such Guarantor any matter, fact or thing relating to the business,
          operation or condition of either Holder or any Guarantor or any assets
          of any of the foregoing, whether now known or hereafter known by NAC
          or such other Person.

          10.5 Legal Fees. Each Guarantor agrees to pay any and all reasonable
costs and expenses (including reasonable counsel fees and expenses) paid or
incurred in enforcing any rights under this Article 10 against such Guarantor.

          10.6 Lack of Deductions. Any and all payments by or on behalf of any
Guarantor hereunder shall be made free and clear of and without deduction or
withholding for any and all present or future taxes unless required by law.

          10.7 Waiver of Subrogation. Until the payment in full of all FWA
Obligations and MeetingNet Obligations, each Guarantor hereby irrevocably waives
any claim or other rights that such Guarantor may now or hereafter acquire
against either Holder that arises from the existence, payment, performance or
enforcement of such Guarantor's obligations under this Article 10, including,
without limitation, any right of subrogation, reimbursement, exoneration,
contribution or indemnification and any right to participate in any claim or
remedy against either Holder or


                                       37



any collateral that NAC now has or hereafter acquires, whether or not such
claim, remedy or right arises in equity, or under contract, statute or common
law, including, without limitation, the right to take or receive from either
Holder, directly or indirectly, in cash or other property or by set-off or in
any other manner, payment or security on account of such claim, remedy or other
right. If any amount shall be paid to any Guarantor in violation of the
preceding sentence at any time prior to the payment in full of all FWA
Obligations and MeetingNet Obligations, such amount shall be deemed to have been
paid to such Guarantor for the benefit of, and held in trust for the benefit of,
NAC, and shall forthwith be paid to NAC to be credited and applied to the FWA
Obligations and/or MeetingNet Obligations (as the case may be) and all other
amounts payable under this Article 10, whether matured or unmatured, or to be
held as collateral for any FWA Obligations and MeetingNet Obligations or other
amounts payable under this Article 10 thereafter arising. Each Guarantor
acknowledges that he will receive direct and indirect benefits from the
arrangements, agreements and transactions contemplated by this Purchase
Agreement and that the waiver set forth in this Section 10.7 is knowingly made
in contemplation of such benefits.

                                   ARTICLE 11

                               GENERAL PROVISIONS

          11.1 Public Statements. Except as required by applicable law, no Party
shall make any public announcement or statement with respect to the Purchase,
this Agreement or any related transaction without the approval of the other
Parties, which approval will not be unreasonably withheld or delayed. Each Party
agrees to consult with the other Parties prior to issuing any such public
announcement or statement with respect to the Purchase, this Agreement or any
related transaction.

          11.2 Notices. All notices and other communications required or
provided for hereunder or under any of the Collateral Documents shall be in
writing and shall be sufficiently given if made by hand delivery, by recognized
overnight courier service or by registered or certified mail (postage prepaid
and return receipt requested) to the intended Party at the following applicable
address or at the address for the intended Party set forth after its signature
below (or at such other address for a Party as shall be specified by it by like
notice given by such Party to the other Parties):

          If to NAC:               National Auto Credit, Inc.
                                   555 Madison Avenue
                                   29th Floor
                                   New York, New York 10022
                                   Attn: James McNamara

          With a copy to:          Reed Smith LLP
                                   599 Lexington Avenue, 29th Floor
                                   New York, New York 10022
                                   Attn: Herbert F. Kozlov, Esq.


                                       38



          If to either Holder      Flexner Wheatley & Associates.
          (as applicable):         394 S 10000 E
                                   Huntsville, UT 84317
                                   Attn: Kimbal L. Wheatley

                                   MeetingNet Interactive, Inc.
                                   7927 Horse Ferry Road
                                   Orlando, FL 32835
                                   Attn: Mark Fite

          With a copy to:          Gray, Plant, Mooty & Bennett, P.A.
                                   500 IDS Center
                                   80 South Eighth Street
                                   Minneapolis, MN 55402
                                   Attn: J. C. Anderson

All such notices and other communications shall be deemed to have been duly
given: when delivered by hand, if personally delivered; three (3) Business Days
after being deposited in the mail, postage prepaid, if delivered by mail; and
the next Business Day, if sent by recognized overnight courier service;
provided, however, notice to a Party's attorney shall not constitute notice to
such Party. For the purposes of this Agreement, "BUSINESS DAY" means any day
other than a Saturday, Sunday or other day on which banking institutions are
authorized or required to be closed in the State of New York.

          11.3 Interpretation. The headings contained in this Agreement or in
any of the Collateral Documents are for reference purposes only and shall not
affect in any way the meaning or interpretation of this Agreement or any
Collateral Document. References in this Agreement or in any Collateral Document
to Sections and Articles (or any other subdivision) refer, unless otherwise
stated, to sections and articles (or any other subdivision) of this Agreement or
such Collateral Document, as the case may be. When used in this Agreement or any
Collateral Document, words such as "herein," "hereinafter," "hereof," "hereto,"
"hereby" and "hereunder," and words of like import, unless the context requires
otherwise, refer to this Agreement (including the exhibits and attachments
hereto) or such Collateral Document (as the case may be) as a whole, and not to
any particularly Section, Article or other subdivision hereof or thereof. As
used in this Agreement or any Collateral Document, the masculine, feminine and
neuter genders shall be deemed to include the others if the context requires.
This Agreement and the Collateral Documents are the product of mutual
negotiations by the Parties and their counsels; and no Party shall be deemed the
draftsperson of this Agreement or any Collateral Document or any provision
hereof or thereof or to have provided same. Accordingly, in the event of any
inconsistency or ambiguity of any provision of this Agreement or any Collateral
Document, such inconsistency or ambiguity shall not be interpreted against any
Party. As used in this Agreement, the best knowledge of NAC refers to the actual
knowledge of James McNamara and Robert Cuddihy after reasonable inquiry, and the
best knowledge of the Holders refers to the actual knowledge of William A.
Flexner, Kimbal L. Wheatley, Ray Franklin and/or Mark Fite after reasonable
inquiry. For purposes of Sections 11.2, 11.7, 11.9, 11.13 and 11.14, the term
"PARTIES" shall be deemed to include all Principals, the Guarantors and the
Consultant.


                                       39



          11.4 Severability. The provisions of this Agreement and each of the
Collateral Documents shall be deemed severable, and the invalidity or
unenforceability of any term or provision hereof or thereof shall not affect the
validity or enforceability of this Agreement or any Collateral Document or any
of the other terms or provisions hereof or thereof. Furthermore, in lieu of any
such invalid or unenforceable term or provision, the Parties intend that there
shall be added, as a part of this Agreement or the applicable Collateral
Document, a provision as similar in terms to such invalid or unenforceable
provision as may be possible and be valid and enforceable.

          11.5 Integration. This Agreement (together with all other documents
and instruments referred to herein) constitutes the entire agreement, and
supersedes all other prior agreements, representations, warranties and
undertakings, both written and oral, among the Parties with respect to the
subject matter hereof and thereof.

          11.6 No Third Party Beneficiaries. This Agreement (together with all
the documents and instruments referred to herein) is not intended to confer upon
any other person or entity (other than the additional indemnified parties
contemplated by Article 8 hereof) any rights or remedies hereunder.

          11.7 Assignment. This Agreement shall not be assigned by operation of
law or otherwise, and any effort or attempt of any Party to assign this
Agreement without the prior written consent of the other Parties shall be null
and void and of no force or effect.

          11.8 Further Assurances. Upon the request of any Party, the other
Parties shall execute and deliver such instruments, documents and other writings
as may be reasonably necessary or desirable to confirm and carry out, and to
effectuate fully, the intent and purposes of this Agreement and the Collateral
Documents

          11.9 Binding Effect; Assignment. This Agreement and shall be binding
upon and be enforceable against the Parties and their respective heirs,
administrators, legal representatives, successors and assigns and shall inure to
the benefit of and be enforceable by the Parties and their respective heirs,
administrators, legal representatives, successors and permitted assigns.

          11.10 Amendment. This Agreement may not be amended except by an
instrument in writing approved by the Parties and signed on behalf of each of
the Parties.

          11.11 Non-Waiver. Failure to insist upon strict compliance with any of
the terms, covenants, or conditions hereof shall not be deemed a waiver of such
term, covenant or condition, nor any waiver or relinquishment of any rights or
power at any other time or times.

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

          11.13 GOVERNING LAW; WAIVER OF JURY TRIAL; CONSENT TO JURISDICTION.
EACH OF THE PARTIES EXPRESSLY WAIVES ITS RIGHT TO A JURY TRIAL WITH RESPECT TO
ANY SUIT, LITIGATION OR OTHER JUDICIAL PROCEEDING REGARDING THIS AGREEMENT OR
ANY COLLATERAL


                                       40



DOCUMENT OR ANY DISPUTE HEREUNDER OR THEREUNDER OR RELATING HERETO OR THERETO.
This Agreement and each of the Collateral Documents shall be governed by,
interpreted under and construed in accordance with the internal laws of the
State of New York applicable to contracts executed and to be performed wholly in
that State without giving effect to the choice or conflict of laws principles or
provisions thereof, except to the extent any provision hereof or thereof must be
governed by, interpreted under or construed in accordance with the laws of the
State of Delaware. Each of the Parties agrees that any dispute under or with
respect to this Agreement or any of the Collateral Documents shall (subject to
Section 11.14 below) be determined before the state or federal courts situated
in the City, County and State of New York, which courts shall have exclusive
jurisdiction over and with respect to any such dispute, and each of the Parties
hereby irrevocably submits to the jurisdiction of such courts. Each Party hereby
agrees not to raise any defense or objection, under the theory of forum non
conveniens or otherwise, with respect to the jurisdiction of any such court. In
addition to such other method as may available under applicable law, each Party
agrees that any summons, complaint or other papers or process in connection with
any such dispute (including any dispute contemplated by Section 11.14 below) may
be served on it or him in the same manner in which a Notice may be given to it
or him pursuant to Section 11.2 above.

     11.14 Dispute Resolution and Arbitration.

     (a) Subject to clauses (c) and (d) below, if any dispute arises between or
     among any of the Parties and/or one or both of the Principals, the
     Consultant, Ray Franklin and/or one or more of the Guarantors regarding or
     relating to this Agreement or (unless otherwise expressly provided for
     therein) any Primary Collateral Document (as hereinafter defined)
     (including, without limitation, any aspect of the Principal's obligations
     under the Employment Agreement, any aspect of either Consultant's
     obligations under either Consulting Agreement, any aspect of the
     obligations of the Principal, either Consultant or Ray Franklin under the
     Non-Competition Agreement, any aspect of the obligations of any Guarantor
     under Article 10, any dispute with respect to any tax return contemplated
     by Section 7.8, any amount due under either of the Promissory Notes or
     whether an "Event of Default" has occurred under either of the Promissory
     Notes), then, IN LIEU OF LITIGATION, the Parties consent and agree to
     resolve such dispute through mandatory arbitration under the Commercial
     Rules of the American Arbitration Association (the "AAA"), before a single,
     independent arbitrator (which arbitrator shall, subject to clause (b)
     below, be a retired judge of any Federal Court or a retired judge who has
     served as a judge in civil proceedings in New York at the Supreme Court
     level or on a more senior court in the State of New York). Any such
     arbitrator shall be selected by mutual agreement of the parties to such
     arbitration, but in the event such parties cannot agree upon the selection
     of such arbitrator, the AAA located in New York City shall appoint such
     arbitrator in accordance with the commercial arbitration rules of the AAA.
     Any arbitration proceeding contemplated hereunder shall be conducted in New
     York City, New York. The Parties consent to the entry of judgment upon
     award rendered by the arbitrator in any court of competent jurisdiction.
     Without limiting the generality or scope of the foregoing, all disputes
     (except as otherwise herein or in the applicable Collateral Document
     expressly provided) under or with respect to this Agreement or any Primary
     Collateral Document shall be subject to arbitration as herein provided,
     which disputes may include, without limitation, any claim or dispute with
     respect to (i) the enforceability


                                       41



     of this Agreement or any Primary Collateral Document (or any provision
     hereof), whether this Agreement or any Primary Collateral Document was
     induced by fraud or coercion and whether any Party is entitled to
     rescission or any other remedy. As used herein, the "PRIMARY COLLATERAL
     DOCUMENTS" means the Collateral Documents other than the OTI Security
     Agreement and the NAC Security Agreement.

     (b) Notwithstanding the foregoing, if the dispute relates to a
     determination of the amount of the Purchase Price hereunder, the amount of
     "Available Cash Flow" under either of the Promissory Notes, any tax return
     contemplated by Section 7.8 or any other financial amount hereunder or
     under any of the Collateral Documents, such dispute shall be resolved in
     accordance with clause (a) above, but the single arbitrator shall be an
     individual with substantial experience in auditing public companies.

     (c) Notwithstanding the foregoing, if any suit or other judicial proceeding
     is commenced asserting a Third Party Claim against any Party and if such
     Third Party Claim would or could give rise to a claim for indemnification
     by such Party under Article 8 above, then, at the election of the Party
     against whom or which such Third Party Claim has been asserted, the Party
     obligated hereunder to indemnify with respect to such Claim may be joined
     in such suit or other judicial proceeding so that all matters related
     thereto (including the obligation, if any, of any Party to indemnify
     another Party with respect to such Claim) may be resolved in such suit or
     other legal proceeding.

     (d) Notwithstanding the foregoing, however, should adequate grounds exist
     for seeking immediate injunctive or other equitable relief hereunder or
     under any Collateral Document, any Party may seek and obtain such relief
     through a judicial proceeding or action in accordance with Section 11.13
     above, provided that, upon obtaining such relief, any further proceeding in
     such judicial proceeding or action (exclusive of any appeal) shall be
     stayed pending the resolution of the arbitration proceedings called for
     herein.

     (e) With respect to any arbitration contemplated by this Section 11.14,
     each Party shall, subject to Article 8 above, bear its own costs; however,
     any fees assessed by the AAA shall be allocated by the arbitrator in his or
     her sole discretion.

     [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE TO FOLLOW]


                                       42



          IN WITNESS WHEREOF, each of the Parties has caused this Agreement to
be executed on the date first written above by its respective officer or other
representative thereunder duly authorized.

                                        NATIONAL AUTO CREDIT, INC.,
                                        a Delaware corporation


                                        By:
                                            ------------------------------------
                                            Name: Robert V. Cuddihy, Jr.
                                            Title: Chief Financial Officer


                                        FLEXNER WHEATLEY & ASSOCIATES


                                        By:
                                            ------------------------------------
                                            Name: William A. Flexner
                                            Title: President


                                        By:
                                            ------------------------------------
                                            Name: Kimbal L. Wheatley
                                            Title: Chief Financial Officer


                                        MEETINGNET INTERACTIVE, INC.


                                        By:
                                            ------------------------------------
                                            Name: Ray Franklin
                                            Title: President


                                        By:
                                            ------------------------------------
                                            Name: Mark Fite
                                            Title: Chief Financial Officer

By executing below, each of the undersigned agrees to be bound by Section 5.3 of
the foregoing Agreement as a Principal and by the applicable provisions of
Article 11 of the foregoing Agreement.


                                             -----------------------------------
                                             WILLIAM A. FLEXNER
                                             Address: 622 Wells Court
                                                       Chapel Hill, NC 27514


                                             -----------------------------------
                                             KIMBAL L. WHEATLEY
                                             Address: 394 S 10000 E
                                                      Huntsville, UT 84317


                                       43



By executing below, the undersigned agrees to be bound by Section 5.3 of the
foregoing Agreement as the Consultant and by the applicable provisions of
Article 11 of the foregoing Agreement.


                                             -----------------------------------
                                             MARK FITE
                                             Address: 7927 Horse Ferry Road
                                                      Orlando, FL 32835

By executing below, each of the undersigned agrees to be bound by Article 10 of
the foregoing Agreement as a Guarantor and by the applicable provisions of
Article 11 of the foregoing Agreement.


------------------------------------------   -----------------------------------
WILLIAM A. FLEXNER                           KIMBAL L. WHEATLEY
Address: 622 Wells Court                     Address: 394 S 10000 E
         Chapel Hill, NC 27514                        Huntsville, UT 84317



------------------------------------------   -----------------------------------
RAY FRANKLIN                                 MARK FITE
Address: 210 S. Federal Highway, Suite 302   Address: 7927 Horse Ferry Road
         Deerfield Beach, FL 33441                    Orlando, FL 32835


                                       44