Exhibit
        10.10

       

      TERMINATION
        AGREEMENT

       

      THIS
        TERMINATION AGREEMENT (the “Agreement”)
        is
        made as of February 19, 2008 (the “Effective
        Date”),
        by
        and among PRIMORIS CORPORATION, a Nevada corporation (the “Company”),
        ARB,
        INC., a California corporation and wholly owned subsidiary of the Company
        (“Subsidiary”),
        ARB
        ECUADOR LTDA, an indirect subsidiary of the Company (“Ecuador”),
        ALBERT MORTEBOY, an individual (“Morteboy”),
        and
        RHAPSODY ACQUISITION CORP., a Delaware Corporation (“Rhapsody”).

       

      RECITALS

       

      A. Subsidiary
        and Morteboy are parties to that certain Deferred Compensation Agreement
        dated
        June 2, 2000 (the “Deferred
        Compensation Agreement”).

       

      B. 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.

       

      C. The
        Company, Subsidiary, Ecuador, Morteboy and Rhapsody desire to, contingent
        upon
        consummation of the Merger, terminate the Deferred Compensation Agreement.
        In
        consideration of such termination, Rhapsody desires to issue to Morteboy
        Seventy
        Thousand Two Hundred (70,200) shares of common stock of Rhapsody (the
“Rhapsody
        Shares”).
        In
        addition, at the Closing, Ecuador desires to pay to Morteboy Two Hundred
        Ninety-Five Thousand Two Hundred Nineteen Dollars ($295,219) (the “Payment”).

       

      AGREEMENT

       

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

       

      1. Termination.
        Effective upon consummation of the Merger, the parties hereto agree that
        the
        Deferred Compensation Agreement shall be terminated, by mutual agreement
        and
        without liability to Subsidiary or Morteboy, and shall have no further force
        and
        effect. In consideration of such termination, (i) Ecuador shall pay to
        Morteboy the Payment in cash and (ii) Rhapsody shall issue to Morteboy the
        Rhapsody Shares, of which Sixty-Four Thousand Nine Hundred Thirty-Five (64,935)
        shall be issued at Closing, and Five Thousand Two Hundred Sixty-Five (5,265)
        shall be Escrow Shares (as defined in Section 1.11 of the Merger Agreement).
        Notwithstanding the issuance of the Rhapsody Shares, Morteboy shall be entitled
        to his proportion share of the EBITDA Shares to be issued pursuant to Section
        1.18 of the Merger Agreement. 

       

      2. Morteboy
        Acknowledgement.
        In
        consideration of the Payment and issuance of the Rhapsody Shares, Morteboy
        hereby acknowledges that (i) he is bound by the Merger Agreement, including
        the Escrow Agreement, and (ii) he 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
        Morteboy will be entitled to participate in payment of the EBITDA Shares
        pursuant to the Merger Agreement.

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      3. Representations
        and Warranties.

       

      (a) 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.

       

      (b) 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.

       

      4. 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.

       

      (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.

       

      [Signature
        page follows.]


      
        
           

        

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

       

      
        	 	 	 
	 THE
                COMPANY:	PRIMORIS
                CORPORATION
	 
 	 
 	 
 
	 	By:  	/s/ 
Brian
                Pratt
	 	Brian Pratt, Chief Executive
                Officer
	 	 


      

       

      
         

        
          	 	 	 
	 SUBSIDIARY:	ARB,
                  INC.
	 
 	 
 	 
 
	 	By:  	/s/ Brian
                  Pratt
	 	
                  Brian
                    Pratt, President and CEO

                
	 	 


        

      

       

      
        
          	 	 	 
	 ECUADOR:	ARB
                  ECUADOR LTDA
	 
 	 
 	 
 
	 	By:  	/s/ Albert
                  Morteboy
	 	Name:  	Albert
                  Morteboy 
	 	Its:  	General
                  Manager 
	 	
                
	 	 


        

      

      


      
        	 	 	 
	 	           
                	 
	 MORTEBOY:	 	/s/ Albert
                Morteboy
	 	ALBERT MORTEBOY
	 	 


      

       

      
        
          	 	 	 
	 RHAPSODY:	
                  RHAPSODY
                    ACQUISITION CORP.,

                  a
                    Delaware corporation

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

                  President

                
	 	 


        

      

      


      

      

       


      
        
           

        

        
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