Exhibit
      10.11

     

    TERMINATION
      AND EXCHANGE AGREEMENT

     

    THIS
      TERMINATION AND EXCHANGE AGREEMENT (the “Agreement”)
      is
      made as of February 19, 2008 (the “Effective
      Date”),
      by
      and among PRIMORIS CORPORATION, a Nevada corporation (the “Company”),
      BORN
      HEATERS CANADA ULC, an Alberta corporation and subsidiary of the Company
      (“Subsidiary”),
      BORN
      HEATERS CANADA LTD., an Alberta corporation (“Born”),
      and
      RHAPSODY ACQUISITION CORP., a Delaware Corporation (“Rhapsody”).

     

    RECITALS

     

    A. The
      Company and Born are parties to that certain Put and Call Agreement dated
      October 3, 2005 (the “Put
      and Call Agreement”).

     

    B. Born
      owns
      sixty (60) shares of Class B Non-Voting Common Stock of Subsidiary (the
“Born
      Shares”).
      The
      Company owns all of the remaining capital stock of Subsidiary.

     

    C. The
      Company intends to merge (the “Merger”)
      with
      and into Rhapsody with Rhapsody as the surviving corporation pursuant to that
      certain Agreement and Plan of Merger by and among Rhapsody, the Company and
      certain shareholders of the Company (the “Merger
      Agreement”).
      Capitalized terms used but not otherwise defined herein shall have the
      respective meanings ascribed to them in the Merger Agreement.

     

    D. The
      Company, Subsidiary, Born and Rhapsody desire to, contingent upon consummation
      of the Merger, terminate the Put and Call Agreement and cancel the Born Shares.
      In consideration of the termination of the Put and Call Agreement and
      cancellation of the Born Shares, (i) Rhapsody desires to issue to Born Four
      Hundred Thirty-Seven Thousand Four Hundred (437,400) shares of common stock
      of
      Rhapsody (the “Rhapsody
      Shares”)
      In
      addition, at the Closing, Subsidiary desires to pay to Born Nine Hundred
      Eighty-Nine Thousand Three Hundred Fifty-Four Dollars ($989,354) (the
“Payment”).

     

    AGREEMENT

     

    NOW,
      THEREFORE, the parties do hereby agree as follows:

     

    1.  Termination;
      Exchange.
      Effective upon consummation of the Merger, the parties hereto agree
      that:

     

    (a)  Termination.
      The Put
      and Call Agreement shall be terminated, by mutual agreement and without
      liability to the Company or Born, and shall have no further force and
      effect.

     

    (b)  Exchange
      of Shares.
      Born
      shall surrender the Born Shares to Subsidiary, and Subsidiary will cancel the
      Born Shares. In consideration of surrender of the Born Shares and termination
      of
      the Put and Call Agreement, (i) the Company shall pay to Born the Payment
      in cash and (ii) Rhapsody shall issue to Born the Rhapsody Shares, of which
      Four Hundred Four Thousand Five Hundred Ninety-Five (404,595) shall be issued
      at
      Closing, and Thirty-Two Thousand Eight Hundred Five (32,805) shall be Escrow
      Shares (as defined in Section 1.11 of the Merger Agreement).
      Notwithstanding the issuance of the Rhapsody Shares, Born shall be entitled
      to
      its proportionate number of EBITDA Shares to be issued pursuant to Section
      1.18
      of the Merger Agreement. .

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (c)  Born
      Acknowledgement.
      In
      consideration of the Payment and issuance of the Rhapsody Shares, Born hereby
      acknowledges that (i) it is bound by the Merger Agreement, including the
      Escrow Agreement, and (ii) it shall not be entitled to participate in any
      cash distribution or tax-related distribution by the Company to its stockholders
      in connection with the Merger; provided, however, that Born will be entitled
      to
      participate in payment of the EBITDA Shares pursuant to the Merger
      Agreement.

     

    2.  Representations
      and Warranties.

     

    (a)  Born
      represents and warrants to the Company, Subsidiary and Rhapsody that Born owns
      the Born Shares free and clear of any security interests, options, warrants,
      purchase rights, contracts, commitments, equities, claims, encumbrances and
      demands. Born is not a party to any option, warrant, purchase right or other
      contract or commitment that could require Born to sell, transfer or otherwise
      dispose of any of the Born Shares (other than the Put and Call Agreement and
      this Agreement).

     

    (b)  Each
      of
      the parties hereto represents to the other parties hereto that it has the full
      power and authority to enter into, sign and deliver this Agreement and to
      perform all of the obligations set forth herein.

     

    (c)  Each
      of
      the parties hereto represents to the other parties hereto that this Agreement
      and all other documents, instruments and agreements executed by each of the
      parties hereto in connection herewith have been validly executed and delivered
      by such party and constitute such party’s valid and legally binding agreements,
      enforceable against such party in accordance with their terms, except to the
      extent that enforceability thereof may be limited by applicable bankruptcy,
      insolvency, reorganization, moratorium or other laws affecting the
      enforceability of creditors’ rights generally, or by general equitable
      principles.

     

    3.  Miscellaneous.

     

    (a)  Survival
      of Representations and Warranties.
      All
      representations, warranties and covenants under this Agreement shall survive
      the
      closing and delivery of this Agreement. 

     

    (b)  Captions.
      The
      section headings contained herein are for reference purposes only and shall
      not
      in any way affect the meaning or interpretation of this Agreement.

     

    (c)  Entire
      Agreement.
      This
      Agreement sets forth the entire agreement and understanding of the Parties
      relating to the subject matter hereof, and supersedes all prior agreements,
      arrangements and understandings, written or oral, between the Parties. No
      representation, promise or inducement has been made by any Party that is not
      embodied in this Agreement or in the other documents and agreements delivered
      in
      accordance herewith, and no Party shall be bound by or be liable for any alleged
      representation, promise or inducement not so set forth.

    
      
         

      

      
        -2-

        
          

        

      

      
         

      

    

     

    (d)  Counterparts.
      This
      Agreement may be executed in one or more counterparts, each of which shall
      be
      deemed an original, and it shall not be necessary in making proof of this
      Agreement, to produce or account for more than one such
      counterpart.

     

    (e)  Further
      Assurances.
      The
      Parties agree that they will execute any additional documents which may be
      necessary to carry out the terms and intentions of the Parties.

     

    IN
      WITNESS WHEREOF, the undersigned have executed this Agreement as of the date
      first above indicated.

     

    
      
        	 	 	 
	THE
                COMPANY:	
                PRIMORIS
                  CORPORATION,

                a
                  Nevada corporation

              
	 
 	 
 	 
 
	 	By:  	/s/ Brian
                Pratt
	 	Brian Pratt, Chief Executive
                Officer
	 	 


      

    

     

    
      
        
          
            	 	 	 
	SUBSIDIARY:	
                    BORN
                      HEATERS CANADA ULC,

                    an
                      Alberta corporation

                  
	 
 	 
 	 
 
	 	By:  	/s/ Alfons
                    Theeuwes
	 	Name: 	Alfons
                    Theeuwes
	 	Its:  	CFO 
	 	
                  
	 	 


          

        

      

    

     

    
      
        
          
            	 	 	 
	BORN:	
                    BORN
                      HEATERS CANADA LTD.,

                    an
                      Alberta corporation

                  
	 
 	 
 	 
 
	 	By:  	/s/ Roger
                    R.
                    Newnham
	 	Roger R. Newnham,
                    President
	 	 


          

        

      

    

     

    
      
        
          
            	 	 	 
	 RHAPSODY:	
                    RHAPSODY
                      ACQUISITION CORP.,

                    a
                      Delaware corporation

                  
	 
 	 
 	 
 
	 	By:  	/s/ Eric
                    Rosenfeld
	 	
                    Eric
                      Rosenfeld, Chairman, CEO and President

                  
	 	 


          

        

      

    


    
      
         

      

      
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