PARTNERSHIP PURCHASE AGREEMENT
THIS PARTNERSHIP PURCHASE AGREEMENT (this "AGREEMENT") is made as of
September 22, 2000 by and among Providential Holdings, Inc. ("Buyer") and Daniel E. Collins, Inc. ("D.
Collins"), Walter J. Bankovitch, Inc. ("Bankovitch"), the Estate of Robert M. Collins, ("R. Collins"), Samuel
Rankin, Jr. ("Rankin") and Robert J. Solon ("Solon"), hereinafter collectively called "Sellers" or "Partners."
The Sellers have been and now are Partners doing business under the firm name of Holt & Collins, hereinafter
referred to as "the Partnership," with principal place of business at Bayside Plaza, 188 The Embarcadero, Suite
760, San Francisco, California 94105-1298. Sellers entered into and have continued in the Partnership under the
provisions of a written Restated General Partnership Agreement made on January 1, 1982. A copy of that
agreement is attached as Exhibit 1. Except as provided herein, Sellers represent and warrant that no other person
or entity has any interest or claim of right to a partnership interest in the partnership. The percentage interest of
each partner is set forth in attached Exhibit 2. This Agreement contemplates a transaction in which, pursuant to
the terms and subject to the conditions set forth herein, Buyer will purchase from the Sellers, and the Sellers will
sell to Buyer, all of their interest in their Partnership, except as provided in this agreement, in exchange for cash,
as set forth below. This Agreement also contemplates that the Buyer will assume and become liable for all of the
debts, liabilities and
obligations of the Partnership, whether accrued, absolute or contingent, except as provided in this Agreement.
The partners have the duty to disclose all debts, liabilities, and obligations of the partnership, and the Buyer will
not assume any debts, liabilities and obligations of the Partnership unless they have been fully disclosed by the
time of the definitive agreement signing.
NOW, THEREFORE, in con