ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (?Agreement?) is entered into in Chicago, Illinois as of this 27^th day of September, 2007, by and among Tax Services of America, Inc., a Delaware corporation (?Buyer?), SOFAR, Inc., a Michigan corporation (?Seller?) and each of the shareholders of Seller set forth on the signature page hereto (collectively, the ?Shareholders?).

WITNESSETH:

WHEREAS, Seller desires to sell and assign to Buyer, and Buyer desires to purchase and assume from Seller the assets and obligations of Seller relating to the Jackson Hewitt Tax Service^? income tax preparation business in the state of Michigan (the ?Business?) at the approved locations set forth on Annex I attached hereto (each an ?Office? and collectively, the ?Offices?); and

WHEREAS, pursuant to that certain Agreement, dated April 9, 2007, by and among Jackson Hewitt Inc. (an affiliate of Buyer), Seller, Shareholders and the other parties named therein (the ?Suspension Agreement?), Seller and Shareholders agreed, among other things, to cease operations related to the Business.

NOW, THEREFORE, in consideration of the mutual representations, warranties and covenants contained herein, and of other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

(a) Transfer of the Assets. Upon the terms of this Agreement, Seller agrees to sell, transfer and deliver to Buyer, and Buyer agrees to purchase from Seller, all of Seller?s right, title and interest in and to all the assets of Seller used in or related to the operation of the Business (collectively, the ?Assets?). The Assets include, without limitation, the following:

(i) all furniture, fixtures, leasehold improvements, office supplies and equipment (including, but not limited to, computers, printers, file cabinets, office furniture and interior and exterior signage), a list of which is set forth on Schedule 1 attached hereto (collectively, the ?Fixed Assets?);

(ii) all of Seller?s rights under the real property leases relating to the Offices listed on Schedule 2 (collectively, the ?Leases?), including the security deposits relating thereto;

(iii) all data relating to any client of the Business (in whatever form or medium maintained, including, without limitation, paper client files) and all rights to such clients;

(iv) all advertising, marketing and sales materials, including all related intellectual property rights related thereto;

(v) telephone/telefax numbers and post office box numbers for each Office and email addresses, a list of which is set forth on Schedule 3 attached hereto, together with any registrations and applications related thereto and any and all renewals thereof;

(vi) all of Seller?s rights under the service agreements (the ?Service Agreements?) listed on Schedule 4;

(vii) all licensed and proprietary computer software, firmware and middleware, including, programs, applications, databases and files, and all agreements or arrangements permitting Seller?s or Shareholder?s use thereof, a list of which is set forth on Schedule 5;

(viii) all books, records, data, files and information relating to the Assets or the Business (including, without limitation, all general, business, financial and accounting records, management information and internal reporting data, as well as customer documents including tax returns);

(ix) all tradenames, trademarks, service marks, logos, brand names, brand marks, fictitious names, domain names, web sites and other intellectual property and intellectual property rights listed on Schedule 6 (collectively, the ?Marks?); and

(x) all goodwill of the Business.

(b) Excluded Assets. Notwithstanding anything contained in Section 2.1(a) to the contrary, there shall be excluded from the Assets to be sold, assigned, transferred, conveyed and delivered to Buyer hereunder and, to the extent in existence on the Closing Date, there shall be retained by the Seller, (i) cash on hand, certificates of deposit and funds evidenced by savings and other lending institution accounts and/or other investment firm accounts, (ii) corporate books and records, (iii) all personal property belonging to the employees and/or the shareholders of Seller and that are not reasonably related to the operation of the Business, (iv) all motor vehicles related to the operation of the Business as listed on Schedule 7, and (v) personal computers located on the premises of the Business used for personal purposes and not in connection with the operation of the Business as listed on Schedule 7 (collectively, the ?Excluded Assets?).

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